# Building long-term value based on trust **Computacenter plc** Annual Report and Accounts 2024 ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) ![img-5.jpeg](img-5.jpeg) ![img-6.jpeg](img-6.jpeg) --- # Computacenter plc ## Who we are We are a leading independent technology and services provider, trusted by large corporate and public sector organisations. We are a responsible business that believes in winning together for our people and our planet. Computacenter is one of the world's six largest ValueAdded Resellers (VAR) of information technology (IT). We are also a major international IT services company. ## What we do We help our customers to Source, Transform and Manage their technology infrastructure to deliver digital transformation, enabling people and their business. ## Our Purpose Helping our customers change the world Our customers are some of the world's greatest organisations in both the corporate and public sectors. They make world-changing decisions and investments and, while we do not change the world ourselves, we enable success for our customers so that they can realise the transformative benefits of IT for their organisations, people, and the world. We work hard to get to know our customers, understand their needs and put them at the heart of everything we do. --- # **Building long-term value based on trust** | Strategic Report | Governance | Financial Statements | Glossary | | --- | --- | --- | --- | | 002 Our highlights in 2024 | 082 | Chair's governance overview | 148 | | 004 Our financial KPIs | 084 | Governance at a glance | | | 005 Computacenter at a glance: | 085 | Compliance with the Code | 159 | | five key differentiators | 087 | Board activity and decision-making | 159 | | 008 Our integrated portfolio | 090 | Division of responsibilities | 159 | | 010 Chair's statement | 094 | Board of Directors | 160 | | 011 Business resilience | 096 | Group Executive Management Team | 161 | | 012 Business model: | 098 | Measuring Board effectiveness | 161 | | our purpose-driven approach | 099 | Our Purpose, strategy, Values and culture | 162 | | 013 Our strategy | 102 | Nomination Committee report | 162 | | 014 Our Group Operating Model | 105 | Audit Committee report | 163 | | 015 Our market | 113 | Directors' Remuneration report | 163 | | 018 Our strategic KPIs | 141 | Directors' report | 218 | | 020 Chief Executive Officer's review | 146 | Directors' Responsibilities | 219 | | 022 Our performance in 2024 | | | 220 | | 032 Financial review | | | 225 | | 038 Stakeholder engagement | | | 226 | | 045 Principal risks and uncertainties | | | 227 | | 053 Sustainability | | | | | 065 Task Force on Climate-Related Financial Disclosures | | | | | 078 Other compliance statements | | | | | Financial Statements | Glossary | | --- | --- | | 148 Independent Auditor's report to the members of Computacenter plc | 229 Alternative performance measures | | 159 Consolidated Income Statement | 231 Terminology | | 159 Consolidated Statement of Comprehensive Income | 232 Disclaimer: forward-looking statements | | 160 Consolidated Balance Sheet | | | 161 Consolidated Statement of Changes in Equity | | | 162 Consolidated Cash Flow Statement | | | 163 Notes to the Consolidated Financial Statements | | | 218 Company Balance Sheet | | | 219 Company Statement of Changes in Equity | | | 220 Notes to the Company Financial Statements | | | 225 Group five-year financial review | | | 226 Corporate information | | | 226 Financial calendar | | | 227 Principal offices | | ![img-7.jpeg](img-7.jpeg) To view all of our results and presentations go to: investors.computacenter.com/results-centre --- #### **Our highlights in 2024 Financial highlights** ![img-8.jpeg](img-8.jpeg) ![img-9.jpeg](img-9.jpeg) 1. For details of our Alternative Performance Measures, including links to reconciliations, and other terms used in this Annual Report and Accounts, please refer to our Glossary on page 229. --- #### **Operational highlights** ![img-10.jpeg](img-10.jpeg) ![img-11.jpeg](img-11.jpeg) #### **Group** **Solid 2024 performance** despite a tough comparative and a more challenging IT market, with a record second half. #### **Portessional Services** **Revenue (£m) 778.3** **19.4%** **20 21 22 23 24** #### **Management** **Management 2024** #### **Group** **Solid 2024 performance** despite a tough comparative and a more challenging IT market, with a record second half. #### **Germany** **Robust performance in Germany** underpinned by our market-leading position. #### **Customers** **Good progress in growing the number of customers generating over £1m of gross profit** per annum, with a net 13 added across the Group bringing the total to 192. #### **Investments** **Continued delivery of Group-wide investment programmes** to underpin our long-term resilience, competitiveness and growth. #### **North America** **Another strong year in North America with adjusted operating profit growth of 14.0%** in constant currency, as we continue to leverage Computacenter's broader capability and resources. #### **Professional Services** **Strong Professional Services revenue growth of 11.9%** in constant currency, ahead of market growth. #### **Balance sheet** **Strong balance sheet with adjusted net funds of £482.2m** despite completion of £200m share buyback programme, demonstrating the highly cash generative nature of our business. #### **Sustainability** **Circular Services growth with 895,000 devices recovered**, up 15%. --- ## **Our financial KPIs** ![img-12.jpeg](img-12.jpeg) Gross invoiced income (£m) **9,916.5** -1.6% ![img-13.jpeg](img-13.jpeg) Adjusted net funds (£m) **482.2** +5.1% ![img-14.jpeg](img-14.jpeg) Adjusted net funds or adjusted net debt includes cash and cash equivalents, other short- or long-term borrowings and current asset investments. Following the adoption of IFRS 16, this measure excludes all lease liabilities. Computacenter has a track record of positive adjusted net funds and of distributing surplus capital to shareholders and reducing the number of shares in issue. **2024** Adjusted net funds increased by £23.2m to £482.2m at 31 December 2024. This performance reflects excellent cash generation during the year, supported by a strong working capital performance, outweighing the impact of the £200m share buyback programme that was completed during the year. **2024** Gross profit (£m) **1,035.0** -0.9% ![img-15.jpeg](img-15.jpeg) Gross profit measures the conversion of revenue into absolute profit, after deducting the cost of goods sold. **2024** Gross profit decreased by 0.9% on a reported basis and increased by 1.2% in constant currency, reflecting the slight increase in revenue and a robust gross margin performance. **Adjusted diluted EPS (p) 159.9** -8.5% ![img-16.jpeg](img-16.jpeg) Adjusted diluted EPS measures our net profit generation after administrative costs, Group-wide investment, net finance income and tax on a fully diluted per-share basis. **2024** Adjusted diluted EPS decreased by 8.5%. This result reflects a similar decline in adjusted profit before tax, an increase in the effective tax rate and a reduction in the average number of shares due to the share buyback programme. **To read more about our strategic KPIs** See page 018 --- # **Computacenter at a glance: five key differentiators** ## **1 Our business is about technology. But first of all, it's about people** Computacenter employs more than 20,000 people in 22 countries. As we've grown, our Winning Together Values have remained a fundamental constant across all our locations, shaping our open, supportive and 'can do' culture and ensuring we put our customers first. We encourage our people to thrive, which includes empowering them to make responsible decisions that meet our customers' needs faster. In turn, our customers prize our people's attitude and behaviour and note the importance of our culture when we ask for their feedback. Our culture helps us to build incredible loyalty – from our customers and our people. In 2024, we had 192 major customers who generate more than £1m of gross profit for us. Of these, 47% have been major customers for at least five years and 27% for a decade or more. Our people also stay with us to build their careers, with an average length of service of 9.4 years across the Group and 10.9 years in our main selling countries. Their positive experience is reflected in the many awards we win for being a great place to work. This combination of engaged people and satisfied customers is mutually reinforcing. Business growth creates more opportunities for our people to develop their careers within the Group and enables us to invest in their skills and capabilities. In turn, this reinforces the great customer service that is central to our continued success. ### **Our culture helps us to build long-term customer relationships** **Customer longevity – based on customers with greater than £1m of gross profit in 2024** 1. Over 10 years: **27%** 2. 5–10 years: **20%** 3. Under 5 years: **47%** 4. Acquisitions within past 5 years: **6%** ![img-17.jpeg](img-17.jpeg) **We are regularly recognised for being a great place to work** ![img-18.jpeg](img-18.jpeg) ![img-19.jpeg](img-19.jpeg) ![img-20.jpeg](img-20.jpeg) ### **Our Values Winning Together** These are the values on which we built this Company and they are the values on which we will continue to grow Computacenter. #### **Putting customers first** We work hard to get to know our customers, understand their needs and put them at the heart of everything we do. This lets us use our skills and experience to help them in the right way at the right time. #### **Keeping promises** We're straightforward, open and honest in all of our dealings. We're pragmatic and do our very best to keep our promises. When that's difficult, we help our customers find other ways to solve their problems. #### **Understanding people matter** We're committed to being diverse and inclusive. We build supportive, rewarding relationships and celebrate success. We're proud of the people we work with and we treat people as we expect them to treat us. #### **Considering the long term** We're building a sustainable and efficient business for the long term. This leads our decisions and actions and helps people trust us. **To read more about our people** See page 055 **See more on our values** on our website www.computacenter.com/who-we-are/our-values --- #### **Strategic Report** **Governance** **Financial Statements** **Glossary** Computacenter at a glance: five key differentiators continued #### **Services breadth and scale** We have the largest service capability of any VAR in the world, with over 12,500 billable people helping our customers. This allows us to support our customers to Transform and Manage their digital technology at scale, in addition to our Technology Sourcing activities. Additionally, our Services scale provides our business with better resilience, as well as access to broader growth opportunities. Our people have skills and experience across the key technology areas. This is underpinned by the breadth and depth of our technology vendor partnerships, which allow us to help our customers navigate the complexity and speed of change in the current market. #### **Our skills and experience** | **Cloud & Applications** | **Data Center** | **Networking** | **Security** | **Workplace** | | --- | --- | --- | --- | --- | | **Source** | | | Procurement and logistical services | | | | | | Configuration, lifecycle and circular services | | | **Transform** | | | IT strategy, advisory and application services | | | | | | Integration, deployment and expert services | | | **Manage** | | | Maintenance, field and managed lifecycle services | | | | | | Remote user support and digital operations | | #### **Our skills and experience** | **Cloud & Applications** | **Data Center** | **Networking** | **Security** | **Workplace** | | --- | --- | --- | --- | --- | | **Source** | | | Procurement and logistical services | | | | | | Configuration, lifecycle and circular services | | | **Transform** | | | IT strategy, advisory and application services | | | | | | Integration, deployment and expert services | | | **Manage** | | | Maintenance, field and managed lifecycle services | | | | | | Remote user support and digital operations | | #### **Powerful partnerships** We have built powerful partnerships with the world's leading technology vendors, who can rely on our reach and scale. We are among the top five partners in EMEA for most of the major technology vendors. We are increasingly recognised for our achievements at a global level where we are also among the top five partners globally for many of the major technology vendors. The increasing pace of technological change and the diversity of the landscape has made our vendor independence more critical to our customers. We are trusted to provide impartial and knowledgeable advice and to integrate solutions comprising products from multiple technology vendors. **See more on our partnerships here** www.computacenter.com/partners **60** **Awards received from 23 technology vendors** **14,000** **Technical certifications held by our people** ![img-21.jpeg](img-21.jpeg) --- # **Strategic Report** **Governance** **Financial Statements** **Glossary** Computacenter at a glance: five key differentiators continued ## **Market-leading international coverage** We have what we believe to be the best international capability of any VAR in the world. This enables us to help customers to deploy and support IT standards consistently worldwide. We Source, Transform and Manage technology for our customers in over 70 countries worldwide. ### **We sell to customers in eight countries** | Belgium | Netherlands | Hungary | Poland | Australia | Ireland | | --- | --- | --- | --- | --- | --- | | Canada | Switzerland | India | Romania | Brazil | Japan | | France | United Kingdom | Malaysia | South Africa | China | Philippines | | Germany | United States | Mexico | Spain | Hong Kong [SAR] | Singapore | ### **We have nearshore and offshore operations in another eight countries** | Australia | Ireland | | --- | --- | | Australia | Japan | | Brazil | Philippines | | China | Singapore | | Hong Kong [SAR] | | ![img-22.jpeg](img-22.jpeg) ## **Resilient scale infrastructure** We have invested over many years to build resilient and market-leading scale infrastructure, to meet the demanding requirements of our customers. We continue to invest for the long term. ### **Facilities** Our Integration Centers are among the largest and most capable in each of our markets, providing customers with the capability to deploy technology at scale. Our Service Centers across the world provide support for our customers' IT infrastructure and users 24 hours a day, seven days a week. They can operate independently or as a group, to provide both capability and resilience as part of our Services business. ### **Systems** The systems underpinning our operations provide flexibility for our customers. They have to be secure to protect both us and our customers, while supporting us to meet service level agreements through automation and innovation. We continue to invest in improving our platforms to provide improved customer service, efficiency and innovation, including Artificial Intelligence [AI], using technology from among the world's leading providers, including Microsoft, SAP, ServiceNow and Salesforce. ### **Standards and certifications** Our systems and processes are certified to high standards to underpin the consistency of our service delivery. - ISO 20000-1 - ISO 14001 - ISO 9001 - ISO 27001 - ISO 45001 **Computacenter's coverage** **Resilient Headquarters** **Integration Centers** **Service Centers** **Professional Services** **Delivery Centers** **Director Services** **Centers** --- #### Our integrated portfolio We help our customers to Source, Transform and Manage their technology infrastructure to deliver digital transformation, enabling people and their business. Computacenter's integrated offering provides three complementary entry points for our customers, delivering increased value and helping us to achieve sustained long-term growth. The three parts of our portfolio are: Technology Sourcing [Source], Professional Services [Transform] and Managed Services [Manage]. We want to build strength and depth across all three parts of the portfolio. We gain new customers through Technology Sourcing, Professional Services and Managed Services individually, however, we have longer customer relationships when we work across all three parts of the portfolio. ![img-23.jpeg](img-23.jpeg) ![img-24.jpeg](img-24.jpeg) #### Technology Sourcing - Procurement and logistical services - Configuration, lifecycle and circular services ![img-25.jpeg](img-25.jpeg) #### Professional Services - IT strategy, advisory and transformation services - Integration, deployment and expert services ![img-26.jpeg](img-26.jpeg) #### Managed Services - Maintenance, field and managed lifecycle services - Remote user support and digital operations --- #### **Strategic Report** Our integrated portfolio continued #### **Structure:** **Protessional Services** We provide structured solutions and expert resources to help our customers select, deploy, and integrate technology, so they can achieve their business goals. Our revenue depends on our forward order book, which contains a multitude of short-, medium-, and long-term projects. As the technology landscape has become more complex, our 1,600 consultants play an increasingly important role in advising our customers. Our Professional Services and Technology Sourcing businesses have always been linked and we see this increasing, as our customers need our help to make wise choices in the complex technology landscape and to then deploy and integrate these technologies. Our Professional Services revenue also reflects some of our 5,000 engineers and 750 project managers, who are charged as part of customer integration and deployment projects. These engagements range from workplace rollouts to complex network and data center solution integrations. Our Professional Services business continues to be a major source of Services growth, as customers look to us for help to deploy new digital technology. | 16m | Items supplied | 4,000. | Completed projects | 12.3m | Automated tasks completed | | --- | --- | --- | --- | --- | --- | | 3,000 | Technology vendors | 1.5m+ | Billed consultancy hours | 5.3m | Devices under management | | 2.1m | Items configured in our Integration Centers | 2.5m | Billed project management and engineering hours | 3.7m | Incidents and requests managed | #### **Transform: Professional Services** #### **IT strategy, advisory, and application services** #### **Integration, deployment, and expert services** We provide structured solutions and expert resources to help our customers select, deploy, and integrate technology, so they can achieve their business goals. Our revenue depends on our forward order book, which contains a multitude of short-, medium-, and long-term projects. As the technology landscape has become more complex, our 1,600 consultants play an increasingly important role in advising our customers. Our Professional Services and Technology Sourcing businesses have always been linked and we see this increasing, as our customers need our help to make wise choices in the complex technology landscape and to then deploy and integrate these technologies. Our Professional Services revenue also reflects some of our 5,000 engineers and 750 project managers, who are charged as part of customer integration and deployment projects. These engagements range from workplace rollouts to complex network and data center solution integrations. Our Professional Services business continues to be a major source of Services growth, as customers look to us for help to deploy new digital technology. | 16m | Items supplied | 4,000. | Completed projects | 12.3m | Automated tasks completed | | --- | --- | --- | --- | --- | --- | | 3,000 | Technology vendors | 1.5m+ | Billed consultancy hours | 5.3m | Devices under management | | 2.1m | Items configured in our Integration Centers | 2.5m | Billed project management and engineering hours | 3.7m | Incidents and requests managed | #### **Manage: Managed Services** #### **Maintenance, field and managed lifecycle services** #### **Remote user support and digital operations** We maintain, support, and manage IT infrastructure and operations for our customers, to improve quality and flexibility while reducing costs. Despite competitive pricing in the market, our revenue under contract has high visibility and is long term and stable. We see this recurring income as a strategic means of balancing our business, as well as being essential to our Source, Transform, and Manage customer offerings. Customers ask us to reduce their costs by managing some of their support operations, as well as taking end-to-end responsibility for sourcing, deploying, transforming, and then providing the ongoing managed support of digital projects. We have continued to improve the predictability of our Managed Services, to the benefit of our customers and our own business. As our customers' businesses evolve and face new challenges, we will continue to adapt our offerings to remain relevant and competitive. We see significant opportunities to add value to our customers. Our Service Centers are the core of our Managed Services capability and we continue to invest in improving and updating the technology underpinning them. | 12.3m | Automated tasks completed | | --- | --- | | 5.3m | Devices under management | | 3.7m | Incidents and requests managed | --- ## **Chair's statement** ![img-27.jpeg](img-27.jpeg) I am pleased to present my first report as Chair of Computacenter. I know that this is an outstanding company, and I was delighted to take on the role following the 2024 Annual General Meeting (AGM). Firstly, on behalf of the Board, I want to thank my predecessor Peter Ryan, who presided over a period of sustained growth and success for the Group. I would also like to acknowledge Mike Norris's 30 years as CEO, navigating through seismic changes to the technology landscape, as well as expanding the Computacenter footprint. ### **The Board in 2024** One of my first tasks was to refresh the Board by recruiting three independent Non-Executive Directors. Adam Walker and Kelly Kuhn joined in August and September 2024 respectively, and we appointed Simon McNamara shortly after the year end. Each brings highly valuable knowledge and skills to the Board, including expertise in finance, customer experience, and technology and digital transformation, gained through leadership roles at major corporations in important regions such as the US and Asia. Ros Rivaz announced in April 2024 that she would step down once new Board members were identified and so retired from Computacenter in September 2024. I would like to thank Ros, on behalf of the whole Board, for her contribution to the Group in her roles as Senior Independent Director, Remuneration Committee Chair and Workforce Engagement Director. Changes to the Board necessitated a review of Committee membership and responsibilities. Adam is our new Senior Independent Director and Chair of the Audit Committee, René Carayol is chairing the Remuneration Committee and is our Workforce Engagement Director, while I chair the Nomination Committee. There was a short period of three and a half months, between my appointment as Chair and Adam joining the Board, where the number of independent Directors was temporarily reduced. We have also begun a thorough process to find a successor for Chris Jehle as Chief Financial Officer, following his departure at the end of the year. The Board thanks Chris for his contribution and wishes him well for the future. We are proposing an update to our remuneration policy to reflect the size and scale of our business and to ensure that we are well placed to attract and retain the best talent for the future. We are in a unique position of having a CEO with such tenure who remains committed to building the business and his team for future success. Our proposed remuneration policy is designed to recognise the importance of this leadership, while establishing the basis to find and reward future Executive Directors. More information can be found on page 113. ### **Performance** There is a lot to be proud of in our performance for 2024, not least in achieving the most profitable second half in the Group's history, significant year-end cash and a record number of major customers. We are, of course, disappointed that we did not achieve the financial performance we expected at the start of the year. This partly reflected a more difficult trading environment, with some customers delaying or reducing their spend in tough macroeconomic conditions, particularly in the UK and Europe. Elections in our core markets of the UK and the US also contributed to customers' attitude to spending. Against that backdrop, our Technology Sourcing business performed solidly in 2024, and we have maintained our momentum in Professional Services, where our pipeline continues to grow. Managed Services had a more challenging year, and whilst the vast majority of our portfolio performed as expected, a small number of contracts significantly impacted the overall result. The Chief Executive Officer's performance review, on pages 020 to 021, provides more detail. Long-term thinking with short-term execution is a key part of our success. The Board continued to approve significant capital and operational expenditure during the year, to ensure that we sustain the fundamentals to win in the marketplace and evolve our customer offering. This includes our investment in systems and technology where we build for the future, and our ongoing spend on cyber protection, in response to the changing environment. During 2024, we reviewed the Group's stakeholder engagement, considering and discussing in-depth surveys of our customers and our senior people, to give us insight into changing customer and employee needs. Using these insights allows us to continue to improve our services, relationships and unique culture for the benefit of our business, customers and people. You can read more about this on page 038. Our people are responsible for everything we achieve, and we were pleased that our regular employee surveys showed that they feel included and can be themselves at Computacenter, while being appropriately stretched and challenged. Thank you from the Board to each and every one who makes us a success, both financially and as a place to be. ### **Environmental, Social and Governance matters** While the landscape of regulation and reporting may change, we at Computacenter maintain our approach as a responsible organisation that cares about people, communities and the world in which we operate, without losing sight of our purpose. Our careful consideration and execution in these important areas is set out on pages 053 to 075. We feel confident that our offerings which support this approach, in addition to enabling our customers to fulfil their own ESG ambitions and responsibilities, will endure, and that treating people fairly and well benefits our stakeholders and, ultimately, our business. ### **The year ahead** We continue to see a pathway to growth in 2025 that will require very strong execution in a competitive environment. **Pauline Campbell** Non-Executive Chair 17 March 2025 --- # Business resilience ## Diversified across markets We have a strong presence across the largest IT markets in Europe and North America. ### Gross profit by Segments 1. United Kingdom: **22%** 2. Germany: **35%** 3. Western Europe: **12%** 4. North America: **27%** 5. International: **4%** ![img-28.jpeg](img-28.jpeg) ## Diversified across technology areas We have strength in multiple key technology areas. ### Technology Sourcing Gross invoiced income by technology area 1. Workplace: **37%** 2. Apps, Cloud & Data Center: **29%** 3. Networking & Security: **34%** ![img-29.jpeg](img-29.jpeg) ## Customer focus and longevity Our focus is to build long-term relationships with our customers in our target market of the largest corporate and public sector organisations. We earn incredible long-term customer loyalty, which underpins our growth and development, while investing in building value to win new customers. ### Our customer longevity Based on customers with greater than £1m of gross profit in 2024 1. Over 10 years: **27%** 2. 5–10 years: **20%** 3. Under 5 years: **47%** 4. Acquisitions within past 5 years: **6%** ![img-30.jpeg](img-30.jpeg) ## Diversified across sectors Our focus on the largest organisations in each of our markets gives us a diversified and high-quality corporate and public sector customer base, making the Group more resilient. ### Total gross invoiced income by customer sector Based on customers with greater than £1m of gross profit in 2024 1. Industrial, retail and consumer: **21%** 2. Public sector, education and healthcare: **29%** 3. Financial services, banking, insurance and professional services: **15%** 4. Telecoms, media and technology: **35%** ![img-31.jpeg](img-31.jpeg) ## Growing with market evolution to software Our position as trusted partners with our major customers makes us the natural choice as they evolve their IT infrastructure to leverage more software-based solutions. ### Technology Sourcing Gross invoiced income by product type 1. Hardware: **62%** 2. Software: **26%** 3. Repaid Services: **12%** ![img-32.jpeg](img-32.jpeg) ## Diversified across technology areas We have strength in multiple key technology areas. ### Technology Sourcing Gross invoiced income by technology area 1. Workplace: **37%** 2. Apps, Cloud & Data Center: **29%** 3. Networking & Security: **34%** ![img-33.jpeg](img-33.jpeg) --- # Business model: our purpose-driven approach ## Our Purpose: helping our customers change the world ## The influences on our strategy Our ambitions See page 014 Market and customer trends See page 015 ## Delivering for our customers every day: our business model - We put customers at the heart of everything we do - Service Lines build capabilities that can scale to meet customer needs efficiently and consistently - Our Sales teams are totally focused on our customer's needs - Business Services functions maximise leverage and efficiency, and ensure compliance ## Ensuring we continue to deliver for the long term: our strategy - Focus on target market customers - Build Service Line scale and competitive advantage - Empower our people ## Our foundations ## Shaped by our Winning Together Values - Putting customers first - Understanding people matter - Keeping promises - Considering the long term See page 005 ## Guided by our principles - Winning together for our people and our planet - The long-term future of our Company, our people and our planet relies on an enduring commitment to sustainability See page 053 ## Governed with integrity - A clear governance framework guides all decisions and provides the structure for successful delivery and strategic progress See page 082 ## Measuring our progress: our key performance indicators ## Strategic Customer relationships Services growth, productivity See page 018 - Financial Revenue losses involved income, gross profit, adjusted diluted EPS, adjusted net funds See page 004 ## Sustainability Embassy employment, Net Zero roadmap, devices recovered See page 053 --- # Our strategy ## Our purpose is helping our customers change the world We help our customers to realise the transformative benefits of IT for their organisations, people and the world. ## Focus on target market customers We focus only on a target market of the largest 500-1,000 corporate and public sector organisations in each of our sales countries. These target market customers require us to offer significant flexibility to meet their specific needs, while also being competitive in each part of our portfolio. - We invest in sales and customer engagement teams to build long-term relationships which earn customer loyalty. - We work hard to get to know our customers, understand their needs and put them at the heart of everything we do. - Feedback from our customers helps prioritise our decisions on investments in capability and their loyalty underpins our growth and development. ## Build Service Line scale and competitive advantage We want to be the logical choice for our target market customers in the activities on which we focus. Our Service Lines of Technology Sourcing, Professional Services and Managed Services are focused on building and leveraging capabilities to meet customer needs efficiently and consistently, and to build economic advantage. - In Technology Sourcing, we are one of the six largest value-added resellers (VARs) by gross invoiced income in the world and the largest headquartered outside the United States. - We have the largest Services business, and have built what we believe to be the best international capability, of any VAR. By growing our Services, we aim to build value for our customers and technology vendors, in addition to scale leverage. - We compete in Services with VARs, and small service companies through breadth and scale, as well as with systems integrators which do not have competitive Technology Sourcing capability. ## Empower our people We work hard to understand the needs of our customers and empower our customer-facing people to make responsible decisions that help us meet the needs of our customers faster. This remains, and has always been, a fundamental strategic pillar for Computacenter. - Empowerment is an essential part of our culture and helps to differentiate us from our competition, ensuring that we are focused on the needs of our target market customers and that our investments deliver an effective return. - We empower our customer-facing people, while ensuring that all decisions are taken within a clear governance framework, supported by strong customer profitability reporting and clear remuneration plans. --- # Our Group Operating Model Our Group Operating Model was first introduced in 2012 and has evolved since then, with a major change in 2023 to introduce three Service Lines with clearer end-to-end responsibility for the success of each respective unit. ## Our resources ### The skills and experience of our people - Our business is about technology. But first of all, it's about people. - 20,000 people across 22 countries - 12,500 billable people ### Digital technology from our technology vendors - Powerful partnerships with 3,000 technology vendors - 14,000 technical certifications held by our people - 60 awards from 23 technology vendors in 2024 ### Resilient scale infrastructure - Facilities: Integration and Service Centers across the world - Systems: secure platforms that support scale, service, efficiency and innovation - Market-leading international coverage ### Brand and reputation - Long-term relationships with a diverse and high-quality customer base - Largest service capability of any VAR in the world - Our Winning Together Values - Winning together for our people and our planet ### Financial strength and stability - Strong cash generation underpinned by low capital expenditure requirements - Robust balance sheet with historically positive net funds - Track record of growth and stability as a partner ![img-34.jpeg](img-34.jpeg) ## Our ambitions ### Creating value for all our stakeholders #### Customers Our customers will strongly recommend us for the way we help them achieve their goals. #### People People will want to join us, stay with us and grow with us. #### Shareholders We will be an agile, innovative and sustainable provider of technology and services across the world – creating, maintaining and delivering long-term value. #### Technology vendors We will be the preferred route to market for technology vendors. #### Communities We will create value for communities by winning together for our people and our planet. --- ## Our market ### Market and customer trends #### Our market The parts of the addressable business IT market where Computacenter is active are expected to grow at an average of over 5% per annum in 2025–2028 in our sales countries. This provides a positive economic backdrop for Computacenter's growth and development. Computacenter is focused on the largest corporate and public sector organisations in our sales countries and this is a subset of the Computacenter addressable business market. Based on an estimate of this subset, we believe that we have an overall market share in our target accounts of no greater than 5%. In our most mature area of Technology Sourcing, we estimate that our market share in our target accounts is approximately 2% in the United States, rising to approximately 15% in Germany. We believe we have substantial opportunity to both grow with the market, as well as to take increased market share in every one of our sales countries. ![img-35.jpeg](img-35.jpeg) **2025–2028 average annual growth rate of Computacenter's addressable business market** Source: Computacenter estimates based on available market data. #### Trends in our market Our investment strategy is informed by these trends, helping us to be resilient and responsive to the needs of our target market customers. #### Agility and speed Organisations rely on technology to drive the efficiency and flexibility they need to bring new capabilities to market for their own customers. #### Computacenter impact - Organisations are deploying standardised infrastructure at scale globally, to allow them to leverage hybrid and multi-cloud platforms for application delivery. - Our customers are demanding access to broader sets of skills on a more flexible basis. - Some services buying cycles are speeding up, with contracted outcomes simplified to allow for more competition. - There is increased demand from certain customer sectors for data center, cloud and application services. #### Our response - Investments in our Integration and Service Centers to allow standardised deployment and support of technologies. - Access to expert resources in near and offshore Delivery Centers in Romania and India, with flexible commercial terms to facilitate agile contracting. - Globally consistent best-of-breed tooling infrastructure, including our upgrades to our Enterprise Resource Planning (ERP) and IT Service Management tools. --- ## Resilience and security The challenging threat landscape is continually evolving, while the demand for highly available and responsive systems grows. Regulatory pressures command greater visibility and control. ## Computacenter impact - Customers are investing more in their network and security infrastructure, with a particular focus on cyber-defence measures to protect their business and reputation. - Organisations demand high-performance infrastructure, leveraging hybrid platform designs and solutions. - Regulatory changes introduce increased oversight of our assurance measures, as well as driving greater customer scrutiny in line with their compliance needs. ## Our response - Ongoing investment in our own networking and security infrastructure, to protect ourselves and our customers. - Delivering reliable outcomes through our Technique Professional Services framework. - Embedding improved security within our core Managed Services offerings. - Accelerating the development of networking and security capabilities. ## People experience The hybrid working environment for employees requires different forms of service delivery and greater innovation to provide secure, engaging and flexible support. ## Computacenter impact - Our people have adapted to hybrid working, evolving the way we interact and share. - Continued demand from our customers for our help to enable collaboration through systems, tools and facility upgrades. - Increased demand for workplace technology lifecycle solutions. - Greater desire for flexible technology provisioning solutions such as pre-configuration, Tech Centers and lockers, and consumer-like courier experiences. ## Our response - Our own infrastructure upgrades in networking and security to facilitate remote and hybrid working for our people. - We continue to invest in leveraging the systems that enable an analytics, automation and Al approach, focused on user experience. - Our IT Service Management upgrade programme increases flexibility in our support and engagement. ## Value and efficiency Organisations seek to maximise the return on investment and business efficiency they achieve from their existing IT environments and from new investments in technology and services. ## Computacenter impact - Customers are expecting value and competitive pricing from suppliers. - Customers are extending the lifetime of some IT asset investments. - Customers require highly efficient deployment solutions. - Continued pressure on customers to justify their investment in IT. ## Our response - Investments in our underpinning systems infrastructure will provide greater global standardisation and scalability, as well as improved ability to support software and technology vendor 'as a service' offerings. - Circular Services helps customers extend the life of assets or recover their residual value. - Development of skills in our Sales \& Customer Engagement and Service Lines will enable information-driven decision making and business case achievement for our customers. ## Sustainability With increased market and consumer pressure, along with a rapidly expanding regulatory burden, sustainability is becoming a more common factor in strategic decision making for our customers. ## Computacenter impact - Our customers want to do business with responsible suppliers who have similar sustainability commitments, and who can help them to achieve their goals and meet regulatory obligations. - Forthcoming regulation increases the need for transparency throughout the value chain, increasing the demand for general and contract-specific reporting. - Supply chain transparency is becoming increasingly important. ## Our response - Our SBTi approved targets and clear social strategy help to give confidence to all our stakeholders. - Our investment in our Circular Services business will help our customers make a real difference in carbon avoidance and sustainable IT use. - We are driving sustainable procurement with our vendors to help create the transparency and choice our customers need. --- ## Artificial Intelligence We are excited by the opportunities that AI represents for our customers and our business. We believe that AI will be pervasive but it is also a continuation of existing digital transformation trends. We are adapting our plans to maximise the impact of AI on our business, based on the following framework, and have established an AI Strategy Board to help shape, drive and oversee the adoption of AI, to ensure we deliver our AI vision and achieve our goals. ## Technology Sourcing Customer trend: Customers will continue to invest in additional infrastructure to help them leverage AI Computacenter impact: AI implementation for customers should help us to grow and generate additional revenue Our target: We are market leaders in infrastructure for AI workloads at scale ## Professional Services Customer trend: Customers are asking us to advise them on the best ways to design and implement their AI solutions Computacenter impact: AI advisory and deployment services build credibility with our customers and strengthen both new and existing relationships Our target: We have advanced AI expertise in key areas to help customers to plan their strategies and leverage AI ## Managed Services Customer trend: Customers expect us to continue to invest in AI to make our Managed Services more effective Computacenter impact: AI is helping us to improve the quality and efficiency of our user and customer experience Our target: We optimise key AI capabilities that are used to deliver our Managed Services and provide increased value to our customers ## Business Services Customer trend: We already use AI solutions to support our Business Services and will continue to leverage more over time Computacenter impact: AI can help us to reduce costs and improve productivity, as well as providing tangible use case models to help build credibility with customers Our target: We will maximise the adoption of AI internally and across all customer-facing processes and services # Policies and Governance Ensuring that we adopt AI responsibly for the benefit of our customers, employees and other stakeholders. The focus is on adoption, regulations, ethics and compliance. --- ## Our strategic KPIs The measures set out opposite address what we believe to be the key drivers of successfully delivering our strategy. ## Customer relationships Retain and maximise the relationships with our large corporate and public sector customers over the long term ## Services growth Lead with and grow our Services ## Productivity Increase the adjusted operating profit we retain as a proportion of our gross profit ## Customer relationships Retain and maximise the relationships with our large corporate and public sector customers over the long term ## Number of customer accounts with gross profit of over $£ 1 \mathrm{~m}$ 192 $+7,3 \%$ ![img-36.jpeg](img-36.jpeg) ## Why this is important Computacenter is focused on securing, growing and maintaining our relationships with large corporate and public sector customers. Our customers which contribute more than $£ 1 \mathrm{~m}$ of gross profit are of strategic importance and their overall number is a key driver of our profitability. We focus on understanding why customers have exceeded or dropped below this $£ 1 \mathrm{~m}$ threshold, and the extent to which this correlates with, and is driven by, our quality of service or wider market trends which are outside of our control. ## Performance in 2024 In 2024, we finished with 192 customers generating over $£ 1 \mathrm{~m}$ of gross profit, a net increase of 13 from the previous year. We were pleased to resume growth in this important KPI during 2024. Furthermore, the growth was spread across Germany, North America and the UK, with a mix of existing and new customers and all resulting from organic growth. This broader base of major customers generated gross profit growth of 1.2\% in 2024 in constant currency. ## How we define customer accounts with gross profit of over $£ 1 \mathrm{~m}$ A customer account is the consolidated spend by a customer and all of its subsidiaries. Where a customer account exceeds $£ 1 \mathrm{~m}$ of gross profit, it is included within this measure. The prior-year comparatives are restated on a constant currency basis, to provide a better indicator of underlying growth. --- #### **Services growth** Lead with and grow our Services #### **Services revenue (£m) 1,638.4** ![img-37.jpeg](img-37.jpeg) #### **Why this is important** We understand that having a significant Services element within a customer engagement generally increases the value to the customer and the longevity of the relationship. Management remains focused on growing our Services revenue, through both in-year and long-term incentive plans. #### **Performance in 2024** In 2024, we grew Services revenue by 2.1% in constant currency, in a market where several services competitors saw revenue declines. Group Professional Services revenue grew by an excellent 11.9% in constant currency, with growth in Germany, the UK, and North America. We have organised our Professional Services resources into a single Group Service Line, to provide the necessary focus and to leverage our success in Germany across the Group, and we are now starting to see the benefits of a more consistent approach. We believe there is a large market opportunity across our Professional Services portfolio and that we can grow Professional Services across the Group significantly. Group Managed Services revenue declined by 5.3% in constant currency. We renewed a number of large contracts during the year and ended the year with a significantly increased pipeline. #### **How we define Services revenue** Services revenue is the combined revenue of our Professional Services and Managed Services business. The prior-year comparatives are restated on a constant currency basis, to provide a better indicator of underlying growth. #### **Productivity** Increase the adjusted operating profit we retain as a proportion of our gross profit #### **Adjusted operating profit as a percentage of gross profit (%) 23.8** ![img-38.jpeg](img-38.jpeg) #### **Why this is important** Productivity is an important driver of value for the Group. We use gross profit conversion as the best overall productivity measure for our business across all our activities. It measures how much of our gross profit we convert into adjusted operating profit and helps measure how effectively we use our scale to improve operational leverage. #### **Performance in 2024** Gross profit conversion decreased to 23.8% in 2024 from 25.9% in 2023, driven by a 1.2% increase in gross profit and a 6.8% decrease in adjusted operating profit, all in constant currency. The decline in gross profit conversion was primarily driven by our UK performance and the increase in strategic investments, with Germany broadly similar to the prior year and North America continuing to improve. We believe this investment is essential to underpin our long-term competitiveness and we expect it to continue at a similar level in 2025. We believe our ambition of achieving gross profit conversion of over 30% in the medium term can be delivered through a combination of revenue growth and realising scale benefits from our Group Operating Model. #### **How we define productivity** Adjusted operating profit (£m) divided by gross profit (£m), expressed as a percentage. The prior-year comparatives are restated on a constant currency basis, to provide a better indicator of underlying growth. --- ## **Chief Executive Officer's review** ![img-39.jpeg](img-39.jpeg) ### **Summary of 2024 performance** Computacenter delivered a solid performance in 2024 reflecting a combination of tough comparatives in the prior year, a more challenging backdrop for corporate IT demand across the year, and our continuing commitment to invest in world-class, Group-wide systems. While it is disappointing not to deliver another year of growth after 19 consecutive years of increased earnings per share, 2024's performance was derived from a broader base of major customers generating over £1m of gross profit per annum, and we delivered our strongest-ever performance in the second half of the year, following a weaker first half. We ended 2024 with 192 major customers, an increase of 13 on 2023. Growing the number of major customers in our target market of large corporate and public sector customers ensures greater resilience and underpins Computacenter's long-term growth. We see significant opportunities for growth across all of our geographies. Cash generation was strong. Even after completing a £200m share buyback programme, we ended the year with £482.2m of adjusted net funds, £23.2m ahead of 2023. Since 2013, Computacenter has distributed nearly £1bn in capital to shareholders via dividends and special returns, while continuing to invest organically for the long term and creating value through targeted acquisitions, which have increased our geographic diversity and long-term growth opportunity. Since our first acquisition in late 2018, North America has grown to become a material profit contributor, now accounting for nearly a quarter of Group operating profit (before central costs). As outlined at our Capital Markets Day in June 2024 – 'Building Long-Term Value' – we continue to execute on our strategy of growing our target market customers, scaling our activities, and empowering our people. Our 20,000 colleagues worldwide drive our success through their commitment to our customers and I thank them all for their contribution. ### **Delivering digital transformation** In 2024, customers continued to pursue their digital transformation agenda, albeit with a degree of caution, given the uncertain macroeconomic and geopolitical backdrop. In Europe, our public sector business grew while corporate sector demand was more selective. Technology areas such as security were prioritised over, for example, workplace refreshes despite the ageing profile of PCs. Corporate and public sector organisations continue to assess the opportunities and returns that AI can deliver, with many now trialling and experimenting with new products. While some of this innovation is most immediately accessible through software, customers are also evaluating their own infrastructure requirements. Hyperscalers meanwhile continue to allocate significant capital into AI-centric infrastructure. In North America, we have established a track record of delivering a high-quality service for hyperscale customers given our expertise in the areas of high-performance computing, networking, low-latency storage, data center infrastructure, and software components. We won major new hyperscale business in the US during the year, helping to diversify our portfolio of hyperscale customers. Additionally, we won AI-related infrastructure projects in Europe and anticipate more in 2025. Computacenter has always helped customers to evaluate new technologies, to navigate rising complexity of their IT estates, and to achieve the return on investment they need. Our customers are looking to work with fewer suppliers, and for their partners to have a deep understanding of their requirements, as well as the scale, financial strength, flexibility, and cost competitiveness to meet their specific needs. Our three core activities – Technology Sourcing, Professional Services, and Managed Services – are all critical in helping customers to achieve their IT goals and in Computacenter they have a partner that can deliver for them across each. ### **A record second-half performance** In 2024, as anticipated, Technology Sourcing volumes, with some of our large customers normalised following an exceptional 2023, which especially impacted our first-half performance. It was therefore pleasing to win a number of new customers and large projects which meant, at a Group level, we delivered a much stronger result in the second half of the year. This was particularly evident in North America where we won two new hyperscale customers and continued to grow our enterprise business, resulting in another record year of operating profit from the region. We ended 2024 with a significantly stronger committed order backlog than both at the end of 2023 and June 2024. While North America was the single largest contributor to the growth in the backlog at a Group level, Germany, the UK, and France were also ahead of the prior year. In Services, Professional Services delivered a strong performance that was partly offset by a softer performance in Managed Services. We made a commitment from the start of 2024 to grow and enhance Professional Services by having a broader and scalable portfolio across all countries, based on a common operating framework and a stronger sales approach. We are starting to see the benefits of this approach, achieving double-digit revenue growth in 2024, with solid growth in our largest market in Germany, a strong return to growth in the UK, and an excellent year in the US, leveraging our expertise in hyperscale data center deployment. Professional Services has been a strong driver of growth for Services over the last five years and we see it as an important future driver of revenue and profit growth for the Group. Managed Services revenues declined during the year, albeit at a slower rate in the second half. This weaker revenue performance reflected the timing of certain contract losses, while the onboarding of some large contracts has taken longer than anticipated. Our margin was also impacted by two large underperforming contracts, one in Germany and one in the UK, which, following remedial action, we do not expect to repeat at the same level in 2025. While it is disappointing when contracts do not meet our financial expectations, we have gained critical operational insights that will serve us well for future contracts, and the rest of our portfolio is performing as anticipated. --- To offer increased value to our customers we continue to invest in new and improved systems, greater automation and offshoring. We now have approximately 1,500 colleagues serving our customers from India. The market opportunity for Managed Services is substantial in our core areas of workplace, networking, infrastructure and cloud. These services are important to the longevity of our customer relationships, with more than three-quarters of our major European-headquartered customers contracting with us, supported by our Service Centers globally. Our Managed Services pipeline is significantly larger than a year ago and we are focused on contract conversion in the year ahead. ## Diversified geographic exposure While IT spending is expected to grow across all of our markets over the long term, our diversified geographic exposure provides us with greater protection from any short-term weakness in particular geographies. In 2024, another record year in North America and robust performance in Germany cushioned the impact of a weaker performance in the UK. North America's performance was particularly impressive given an exceptionally strong comparative and starting the year knowing that we would need to win material new business to grow. We won significant new hyperscale and enterprise business and grew our order book substantially. We remain excited by the clear long-term growth opportunity in this highly fragmented market, as we continue to leverage Computacenter's broader capability and resources. Germany's robust performance was also delivered against a strong comparative. This resilience is a function of deep capabilities across all major technology areas and our ability to support customers at every stage of the IT lifecycle. It also means we remain well-positioned in the context of a more uncertain political and macro environment in 2025. Our UK performance was disappointing, with the market for hardware proving weaker than anticipated at the start of the year. While this outweighed the improvements we have made in how we approach the market, we delivered a more stable performance in the second half and ended the year with six more major customers. We are also encouraged by the excellent growth achieved in Professional Services revenue, positioning us well as market conditions improve. Our integrated offer remains compelling to our target market, as evidenced by some significant renewals including a six-year contract worth approximately $£ 1$ bn with an existing customer, covering all three Service Lines. ## Investing to secure future growth We continue at pace with the rollout of our strategic initiatives which will improve our capabilities and productivity, enable us to further leverage AI solutions, underpin our systems for the future, and create competitive advantage. This investment of $£ 36.8 \mathrm{~m}$ (2023: $£ 28.1 \mathrm{~m}$ ) increased operating costs by $£ 8.7 \mathrm{~m}$ year-on-year. While moving all our Service Desks onto a common platform, we are migrating from our legacy service management tool to a new platform and building new functionality within it for our modern workplace solutions, such as Device Lifecycle Management. We are also upgrading all our Integration Centers across the world to a new standard. This includes the latest warehouse management software, a Group standard for configuration, new scanning functionality and a more sophisticated capability for courier integration. We have finished the rollout of our CRM system and will complete the implementation of a new configuration and pricing tool, and ultimately will upgrade our current ERP system to a new cloud-based version. At the same time, we continue to invest significantly to mitigate evolving cyber risks. ## Continued cash generation and capital discipline Given the Group's continued strong cash generation and robust balance sheet, we announced in late July 2024 that we would return up to $£ 200 \mathrm{~m}$ to shareholders via a share buyback programme. The programme was completed by the end of October, reducing the number of total voting rights by $6.9 \%$. This is in line with our disciplined capital allocation policy to invest organically, make targeted acquisitions and distribute surplus capital while retaining a strong balance sheet. It brings the total value of capital distributed to shareholders since 2013 to nearly $£ 1$ bn. ## Outlook We exited 2024 in a robust position, with a committed product order backlog which is significantly ahead of our position in December 2023, as well as at the end of June 2024, with all regions ahead. The size of the projects we are currently delivering gives us good momentum at the start of 2025. Looking to 2025 as a whole, we remain mindful of the uncertain macroeconomic and political environment. In North America, following a strong performance in 2024, we continue to be excited by the growth opportunities we see ahead. We have started the year positively and overall, we expect to make progress in 2025, with earnings per share benefiting further from the impact of the share buyback. Looking further ahead, we remain excited by the pace of innovation and growth in demand for technology. Our strength in Technology Sourcing, Professional Services and Managed Services, combined with our global reach and our continued focus on retaining and maximising customer relationships over the long term, means we are well-placed to deliver profitable growth and sustained cash generation. ## Mike Norris Chief Executive Officer 17 March 2025 --- ## **Our performance in 2024** ### **Group** ![img-40.jpeg](img-40.jpeg) | Gross invoiced income (£m) | Revenue (£m) | Adjusted operating profit (£m) | | --- | --- | --- | | 9,916.5 | 6,964.8 | 246.7 | | -1.6% | +0.6% | -9.1% | | Gross invoiced income by business type | | | --- | --- | | 1. Technology Sourcing: 83.5% | | | 2. Professional Services: 7.8% | | | 3. Managed Services: 8.7% | | ### **Overview** Total gross invoiced income decreased by 1.6% on a reported basis and increased by 0.5% in constant currency. Total revenue was 0.6% higher and rose by 2.9% in constant currency. This performance reflected an exceptionally strong comparative in Technology Sourcing and, as expected, more normalised activity levels with some of our larger customers in 2024. This was largely offset by significant new customer wins during the year, resulting in a record performance in the second half. Gross profit decreased by 0.9% on a reported basis and increased by 1.2% in constant currency. Group gross margin, expressed as gross profit as a percentage of revenue, decreased by 22 basis points to 14.9%, reflecting a 31 basis points decrease in Technology Sourcing and an 11 basis points increase in Services. Adjusted operating profit decreased by 9.1% on a reported basis and by 6.8% in constant currency, after a 4.0% increase in adjusted administrative expenses in constant currency. By geography, Germany was resilient, with adjusted operating profit broadly unchanged against a strong comparative, the UK declined, reflecting weaker market conditions than expected at the start of the year, and North America delivered another record performance. Group adjusted operating profit in the second half of 2024 was £165.6m, an increase of 11.2% or £16.7m in constant currency over the prior period (8.2% or £12.6m on a reported basis). Adjusted profit before tax decreased by 8.6% on a reported basis, including a £7m adverse currency translation impact from stronger sterling, and by 6.3% in constant currency, helped by the stronger second half performance noted above. Adjusted diluted EPS decreased by 8.5%, with an increase in the adjusted effective tax rate to 29.3% (2023: 27.6%). Profit before tax decreased by 10.1%. The difference between profit before tax and adjusted profit before tax relates to the Group's net costs of £9.4m from exceptional and other adjusting items, related to the acquisitions in North America. Diluted EPS decreased by 11.7%. We maintain a strong balance sheet, with adjusted net funds of £482.2m, an increase of £23.2m versus 2023, after completing a £200m share buyback during the year. The year-end adjusted net funds position benefited from strong collections and approximately £100m more of early customer payments than in the prior year. --- ## Technology Sourcing Group Technology Sourcing gross invoiced income increased by 0.1\% in constant currency. After a $12.2 \%$ decline in the first half in constant currency, driven by the anticipated normalisation of Technology Sourcing activity, we delivered a much stronger second half, achieving 13.2\% growth in constant currency, $10.6 \%$ on a reported basis, recouping all of the first-half decline. Gross margin decreased by 31 basis points, mainly due to the growth in North America. Our committed product order backlog has grown significantly across the year, driven by notable Technology Sourcing wins in North America, and is significantly higher than the prior-year equivalent and the position at 30 June 2024. Our product order backlog measures the total value of committed outstanding purchase orders placed with our technology vendors against non-cancellable sales orders for delivery within 12 months. As at 31 December 2024, the product order backlog was $£ 2,414.9 \mathrm{~m}$ on a gross invoiced income basis, a $115.9 \%$ increase since 31 December 2023 ( $£ 1,118.9 \mathrm{~m}$ ) and a $34.7 \%$ increase since 30 June 2024 ( $£ 1,793.1 \mathrm{~m}$ ) in constant currency. The Technology Sourcing backlog, alongside the Managed Services contract base and the Professional Services forward order book, provide visibility of future revenues. Our Circular Services business, which supports our customers' environmental goals, grew strongly. This year we remarketed, redeployed or recycled over 895,000 devices, representing an increase of $15 \%$. ## Services Total Services revenue increased by $2.1 \%$ in constant currency during the year. Services gross margin increased by 11 basis points, driven by a strong performance in Professional Services which offset the impact of two underperforming Managed Services contracts in Germany and the UK, as well as onboarding costs for contracts won towards the end of 2023. Professional Services revenue grew by $11.9 \%$ in constant currency and accounted for $48 \%$ of total Services revenue. We delivered growth across all our larger geographies with Germany, our largest source of Professional Services revenue, continuing its strong performance and growing by $6.2 \%$ in constant currency, the UK increasing by $19.4 \%$ and North America by $30.2 \%$ in constant currency. Through our Group-wide approach in Professional Services we are starting to drive greater consistency across our geographies, which will help us continue to build scale, gain market share and drive efficiency across the portfolio. | Results | 2024 Em | 2023 Em | Change | Change in constant currency | | --- | --- | --- | --- | --- | | Technology Sourcing gross invoiced income | 8,278.1 | 8,444.9 | (2.0\%) | $0.1 \%$ | | Services revenue | 1,638.4 | 1,636.5 | 0.1\% | $2.1 \%$ | | Total gross invoiced income | 9,916.5 | 10,081.4 | (1.6\%) | $0.5 \%$ | | Technology Sourcing revenue | 5,326.4 | 5,286.3 | 0.8\% | $3.2 \%$ | | Services revenue | 1,638.4 | 1,636.5 | 0.1\% | $2.1 \%$ | | Professional Services revenue | 778.3 | 711.2 | 9.4\% | $11.9 \%$ | | Managed Services revenue | 860.1 | 925.3 | (7.0\%) | (5.3\%) | | Total revenue | 6,964.8 | 6,922.8 | 0.6\% | $2.9 \%$ | | Gross profit | 1,035.0 | 1,044.0 | (0.9\%) | $1.2 \%$ | | Adjusted administrative expenses | (788.3) | (772.5) | 2.0\% | $4.0 \%$ | | Adjusted operating profit | 246.7 | 271.5 | (9.1\%) | (6.8\%) | | Net adjusted finance income | 7.3 | 6.5 | 12.3\% | 12.3\% | | Adjusted profit before tax | 254.0 | 278.0 | (8.6\%) | (6.3\%) | | Gross profit | 1,035.0 | 1,044.0 | (0.9\%) | | | Administrative expenses | (798.9) | (783.3) | 2.0\% | | | Other income related to acquisition of subsidiary | - | 5.3 | - | | | Gain related to acquisition of a subsidiary | 1.8 | 2.8 | (35.7\%) | | | Operating profit | 237.9 | 268.8 | (11.5\%) | | | Net finance income | 6.7 | 3.3 | 103.0\% | | | Profit before tax | 244.6 | 272.1 | (10.1\%) | | Managed Services revenue declined by $5.3 \%$ in constant currency and accounted for $52 \%$ of total Services revenue. The revenue decline was primarily driven by the loss of low-margin contracts in France and exiting of non-core activities in the UK and Germany. We managed our margin well across our Managed Services portfolio, with the exception of the two underperforming contracts noted above, which we do not expect to repeat at the same level in 2025. During the year we renewed several large and strategically important contracts and invested in our sales development. As a result, we have grown our Managed Services pipeline substantially, with notable opportunities for our Device Lifecycle Management proposition, where we are responsible for the complete lifecycle of devices, from procurement to disposal. Our focus in 2025 is to convert the pipeline and improve our win rate to underpin growth further out, while continuing to improve our efficiency by leveraging our systems investments. --- ## **United Kingdom** ![img-41.jpeg](img-41.jpeg) ![img-42.jpeg](img-42.jpeg) ### **Overview** The UK delivered a weaker result in a market that was softer than expected at the start of the year, especially for hardware. Total gross invoiced income decreased by 7.1%, driven by a 9.3% decline in Technology Sourcing and 2.5% growth in Services revenue. Total revenue decreased by 4.6%. Gross profit decreased by 8.0%, with gross margin decreasing by 7.3% in 2015. In 2016, driven largely by an underperforming Managed Services contract. Administrative expenses decreased by 1.0% due to lower commissions and good cost control, resulting in adjusted operating profit decreasing by 30.8%. The second half of the year delivered a better result than the first half, with total gross invoiced income and revenue ahead of the prior period and gross profit broadly flat. Customers exercised greater caution across the year, with purchasing decisions taking longer to conclude. This behaviour was compounded by the general election in July. As a result of the more challenging backdrop, the competitive environment sharpened. We are however encouraged by the better momentum we demonstrated in the second half. We added six major customers, bringing the total to 54 at year end, matching the number achieved in 2021. During the year, we were also pleased to renew some very substantial contracts, including a six-year agreement worth approximately £1bn with a large UK customer covering all three Service Lines. We also grew our public sector business in 2024 and are optimistic about the technology transformation opportunities in this sector. We won large new customers to deliver high-performance AI-related infrastructure, based on our ability to deliver complex logistics and deployment solutions at pace. --- ## Technology Sourcing Technology Sourcing gross invoiced income decreased by $9.3 \%$, with gross margin on a revenue basis, increasing by 35 basis points, largely reflecting a higher mix of software. Demand for workplace hardware remained relatively weak despite the ageing installed base of PCs following significant investment during the pandemic. The continuing adoption of Windows 11 and the end of support for Windows 10 in October 2025 is expected to provide an impetus for a device refresh in 2025. We ended the year more strongly, as we fulfilled parts of the AI data center projects noted above. The product order backlog at 31 December 2024 was $£ 426.7 \mathrm{~m}$, representing a $17.1 \%$ increase since 31 December 2023 ( $£ 364.3 \mathrm{~m}$ ). ## Services Services revenue increased by $2.5 \%$, driven by excellent growth in Professional Services, up 19.4\%, partly offset by a $4.8 \%$ decline in Managed Services. Gross margin decreased by 267 basis points driven by Managed Services, reflecting the onboarding of a large customer, which is now substantially complete, and the impact of an underperforming contract. Excluding the underperforming contract, Services gross margin increased year-on-year. Professional Services had an excellent year after a challenging 2023. This was driven by good demand in networking, Windows 11-related consultancy projects and a large public sector customer. There is good demand for our skills and the pipeline for Professional Services is healthy. In Managed Services, the onboarding of a large public sector contract, secured at the end of 2023, was extended and is expected to contribute more materially in 2025. We have taken remedial action to address an underperforming contract which we do not expect to repeat at the same level in 2025. We are seeing strong interest in our Device Lifecycle Management proposition, as evidenced by the six-year contract renewal referenced above. | Results | 2024 Em | 2023 Em | Change | | --- | --- | --- | --- | | Technology Sourcing gross invoiced income | 1,758.6 | 1,938.1 | $(9.3 \%)$ | | Services revenue | 452.8 | 441.9 | $2.5 \%$ | | Total gross invoiced income | 2,211.4 | 2,380.0 | $(7.1 \%)$ | | Technology Sourcing revenue | 705.3 | 771.8 | $(8.6 \%)$ | | Services revenue | 452.8 | 441.9 | $2.5 \%$ | | Professional Services revenue | 158.2 | 132.5 | $19.4 \%$ | | Managed Services revenue | 294.6 | 309.4 | $(4.8 \%)$ | | Total revenue | 1,158.1 | 1,213.7 | $(4.6 \%)$ | | Gross profit | 230.8 | 250.8 | $(8.0 \%)$ | | Adjusted administrative expenses | $(190.1)$ | $(192.0)$ | $(1.0 \%)$ | | Adjusted operating profit | 40.7 | 58.8 | $(30.8 \%)$ | --- #### **Germany** ![img-43.jpeg](img-43.jpeg) #### **Overview** Germany delivered a very solid performance for the year against a strong comparative, helped by a stronger second-half performance. Total gross invoiced income decreased by 4.9% in constant currency, driven by a reduction in Technology Sourcing, and modest growth in Services revenue. Gross profit increased by 0.5% in constant currency with gross margin decreasing by four basis points, with a good margin performance in Technology Sourcing offset by a softer performance in Services. Good cost controlled to administrative expenses increasing by 1.7% in constant currency, resulting in a decline in adjusted operating profit of 1.0% in constant currency. Adjusted operating profit in the second half increased by 11.8% in constant currency, 8.6% on a reported basis. In the context of a challenging overall economic backdrop in Germany, we continue to benefit from the breadth and depth of our portfolio, our capabilities and the strength of our relationships with both public and corporate sector customers. As a result, we continued to broaden our portfolio with existing customers and expanded our customer base. At year end we had increased the number of major customers by three to 65. Looking ahead into 2025, we are mindful of the uncertain macro and political environment following recent elections. ![img-44.jpeg](img-44.jpeg) #### **Gross invoiced income** | Year | 2021 | 2022 | 2023 | | --- | --- | --- | --- | | **Gross invoiced income (£m)** | 2,661.5 | 1,986.7 | 1,843.5 | | **Revenue (£m)** | 2,661.5 | 1,986.7 | 1,843.5 | | **Adjusted operating profit (£m)** | 1,986.7 | 1,843.5 | 1,843.5 | | **Gross invoiced income by business type** | 1,876.3 | 2,050.1 | 1,865.0 | | **Revenue (£m)** | 2,050.1 | 2,877.2 | 2,067.3 | | **1.3%** | 2,877.2 | 2,067.3 | 1,865.0 | | **1.0%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.1%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.2%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.3%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.4%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.5%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.6%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.7%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.8%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1.9%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.0%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.1%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.2%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.3%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.4%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.5%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.6%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.7%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.8%** | 1,865.0 | 1,865.0 | 1,865.0 | | **2.9%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.0%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.1%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.2%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.3%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.4%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.5%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.6%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.7%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.8%** | 1,865.0 | 1,865.0 | 1,865.0 | | **3.9%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.0%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.1%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.2%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.3%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.4%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.5%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.6%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.7%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.8%** | 1,865.0 | 1,865.0 | 1,865.0 | | **4.9%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.0%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.1%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.2%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.3%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.4%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.5%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.6%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.7%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.8%** | 1,865.0 | 1,865.0 | 1,865.0 | | **5.9%** | 1,865.0 | 1,865.0 | 1,865.0 | | **60%** | 1,865.0 | 1,865.0 | 1,865.0 | | **61%** | 1,865.0 | 1,865.0 | 1,865.0 | | **62%** | 1,865.0 | 1,865.0 | 1,865.0 | | **63%** | 1,865.0 | 1,865.0 | 1,865.0 | | **64%** | 1,865.0 | 1,865.0 | 1,865.0 | | **65%** | 1,865.0 | 1,865.0 | 1,865.0 | | **66%** | 1,865.0 | 1,865.0 | 1,865.0 | | **67%** | 1,865.0 | 1,865.0 | 1,865.0 | | **68%** | 1,865.0 | 1,865.0 | 1,865.0 | | **69%** | 1,865.0 | 1,865.0 | 1,865.0 | | **70%** | 1,865.0 | 1,865.0 | 1,865.0 | | **71%** | 1,865.0 | 1,865.0 | 1,865.0 | | **72%** | 1,865.0 | 1,865.0 | 1,865.0 | | **73%** | 1,865.0 | 1,865.0 | 1,865.0 | | **74%** | 1,865.0 | 1,865.0 | 1,865.0 | | **75%** | 1,865.0 | 1,865.0 | 1,865.0 | | **76%** | 1,865.0 | 1,865.0 | 1,865.0 | | **77%** | 1,865.0 | 1,865.0 | 1,865.0 | | **78%** | 1,865.0 | 1,865.0 | 1,865.0 | | **79%** | 1,865.0 | 1,865.0 | 1,865.0 | | **80%** | 1,865.0 | 1,865.0 | 1,865.0 | | **81%** | 1,865.0 | 1,865.0 | 1,865.0 | | **82%** | 1,865.0 | 1,865.0 | 1,865.0 | | **83%** | 1,865.0 | 1,865.0 | 1,865.0 | | **84%** | 1,865.0 | 1,865.0 | 1,865.0 | | **85%** | 1,865.0 | 1,865.0 | 1,865.0 | | **86%** | 1,865.0 | 1,865.0 | 1,865.0 | | **87%** | 1,865.0 | 1,865.0 | 1,865.0 | | **88%** | 1,865.0 | 1,865.0 | 1,865.0 | | **89%** | 1,865.0 | 1,865.0 | 1,865.0 | | **90%** | 1,865.0 | 1,865.0 | 1,865.0 | | **91%** | 1,865.0 | 1,865.0 | 1,865.0 | | **92%** | 1,865.0 | 1,865.0 | 1,865.0 | | **93%** | 1,865.0 | 1,865.0 | 1,865.0 | | **94%** | 1,865.0 | 1,865.0 | 1,865.0 | | **95%** | 1,865.0 | 1,865.0 | 1,865.0 | | **96%** | 1,865.0 | 1,865.0 | 1,865.0 | | **97%** | 1,865.0 | 1,865.0 | 1,865.0 | | **98%** | 1,865.0 | 1,865.0 | 1,865.0 | | **99%** | 1,865.0 | 1,865.0 | 1,865.0 | | **100%** | 1,865.0 | 1,865.0 | 1,865.0 | | **101%** | 1,865.0 | 1,865.0 | 1,865.0 | | **102%** | 1,865.0 | 1,865.0 | 1,865.0 | | **103%** | 1,865.0 | 1,865.0 | 1,865.0 | | **104%** | 1,865.0 | 1,865.0 | 1,865.0 | | **105%** | 1,865.0 | 1,865.0 | 1,865.0 | | **106%** | 1,865.0 | 1,865.0 | 1,865.0 | | **107%** | 1,865.0 | 1,865.0 | 1,865.0 | | **108%** | 1,865.0 | 1,865.0 | 1,865.0 | | **109%** | 1,865.0 | 1,865.0 | 1,865.0 | | **110%** | 1,865.0 | 1,865.0 | 1,865.0 | | **111%** | 1,865.0 | 1,865.0 | 1,865.0 | | **112%** | 1,865.0 | 1,865.0 | 1,865.0 | | **113%** | 1,865.0 | 1,865.0 | 1,865.0 | | **114%** | 1,865.0 | 1,865.0 | 1,865.0 | | **115%** | 1,865.0 | 1,865.0 | 1,865.0 | | **116%** | 1,865.0 | 1,865.0 | 1,865.0 | | **117%** | 1,865.0 | 1,865.0 | 1,865.0 | | **118%** | 1,865.0 | 1,865.0 | 1,865.0 | | **119%** | 1,865.0 | 1,865.0 | 1,865.0 | | **120%** | 1,865.0 | 1,865.0 | 1,865.0 | | **121%** | 1,865.0 | 1,865.0 | 1,865.0 | | **122%** | 1,865.0 | 1,865.0 | 1,865.0 | | **123%** | 1,865.0 | 1,865.0 | 1,865.0 | | **124%** | 1,865.0 | 1,865.0 | 1,865.0 | | **125%** | 1,865.0 | 1,865.0 | 1,865.0 | | **126%** | 1,865.0 | 1,865.0 | 1,865.0 | | **127%** | 1,865.0 | 1,865.0 | 1,865.0 | | **128%** | 1,865.0 | 1,865.0 | 1,865.0 | | **129%** | 1,865.0 | 1,865.0 | 1,865.0 | | **130%** | 1,865.0 | 1,865.0 | 1,865.0 | | **131%** | 1,865.0 | 1,865.0 | 1,865.0 | | **132%** | 1,865.0 | 1,865.0 | 1,865.0 | | **133%** | 1,865.0 | 1,865.0 | 1,865.0 | | **134%** | 1,865.0 | 1,865.0 | 1,865.0 | | **135%** | 1,865.0 | 1,865.0 | 1,865.0 | | **136%** | 1,865.0 | 1,865.0 | 1,865.0 | | **137%** | 1,865.0 | 1,865.0 | 1,865.0 | | **138%** | 1,865.0 | 1,865.0 | 1,865.0 | | **139%** | 1,865.0 | 1,865.0 | 1,865.0 | | **140%** | 1,865.0 | 1,865.0 | 1,865.0 | | **141%** | 1,865.0 | 1,865.0 | 1,865.0 | | **142%** | 1,865.0 | 1,865.0 | 1,865.0 | | **143%** | 1,865.0 | 1,865.0 | 1,865.0 | | **144%** | 1,865.0 | 1,865.0 | 1,865.0 | | **145%** | 1,865.0 | 1,865.0 | 1,865.0 | | **146%** | 1,865.0 | 1,865.0 | 1,865.0 | | **147%** | 1,865.0 | 1,865.0 | 1,865.0 | | **148%** | 1,865.0 | 1,865.0 | 1,865.0 | | **149%** | 1,865.0 | 1,865.0 | 1,865.0 | | **150%** | 1,865.0 | 1,865.0 | 1,865.0 | | **151%** | 1,865.0 | 1,865.0 | 1,865.0 | | **152%** | 1,865.0 | 1,865.0 | 1,865.0 | | **153%** | 1,865.0 | 1,865.0 | 1,865.0 | | **154%** | 1,865.0 | 1,865.0 | 1,865.0 | | **155%** | 1,865.0 | 1,865.0 | 1,865.0 | | **156%** | 1,865.0 | 1,865.0 | 1,865.0 | | **157%** | 1,865.0 | 1,865.0 | 1,865.0 | | **158%** | 1,865.0 | 1,865.0 | 1,865.0 | | **159%** | 1,865.0 | 1,865.0 | 1,865.0 | | **160%** | 1,865.0 | 1,865.0 | 1,865.0 | | **161%** | 1,865.0 | 1,865.0 | 1,865.0 | | **162%** | 1,865.0 | 1,865.0 | 1,865.0 | | **163%** | 1,865.0 | 1,865.0 | 1,865.0 | | **164%** | 1,865.0 | 1,865.0 | 1,865.0 | | **165%** | 1,865.0 | 1,865.0 | 1,865.0 | | **166%** | 1,865.0 | 1,865.0 | 1,865.0 | | **167%** | 1,865.0 | 1,865.0 | 1,865.0 | | **168%** | 1,865.0 | 1,865.0 | 1,865.0 | | **169%** | 1,865.0 | 1,865.0 | 1,865.0 | | **170%** | 1,865.0 | 1,865.0 | 1,865.0 | | **171%** | 1,865.0 | 1,865.0 | 1,865.0 | | **172%** | 1,865.0 | 1,865.0 | 1,865.0 | | **173%** | 1,865.0 | 1,865.0 | 1,865.0 | | **174%** | 1,865.0 | 1,865.0 | 1,865.0 | | **175%** | 1,865.0 | 1,865.0 | 1,865.0 | | **176%** | 1,865.0 | 1,865.0 | 1,865.0 | | **177%** | 1,865.0 | 1,865.0 | 1,865.0 | | **178%** | 1,865.0 | 1,865.0 | 1,865.0 | | **179%** | 1,865.0 | 1,865.0 | 1,865.0 | | **180%** | 1,865.0 | 1,865.0 | 1,865.0 | | **181%** | 1,865.0 | 1,865.0 | 1,865.0 | | **182%** | 1,865.0 | 1,865.0 | 1,865.0 | | **183%** | 1,865.0 | 1,865.0 | 1,865.0 | | **184%** | 1,865.0 | 1,865.0 | 1,865.0 | | **185%** | 1,865.0 | 1,865.0 | 1,865.0 | | **1866%** | 1,865.0 | 1,865.0 | 1,865.0 | | **187%** | 1,865.0 | 1,865.0 | 1,865.0 | | **188%** | 1,865.0 | 1,865.0 | 1,865.0 | | **189%** | 1,865.0 | 1,865.0 | 1,865.0 | | **190%** | 1,865.0 | 1,865.0 | 1,865.0 | | **191%** | 1,865.0 | 1,865.0 | 1,865.0 | | **192%** | 1,865.0 | 1,865.0 | 1,865.0 | | **193%** | 1,865.0 | 1,865.0 | 1,865.0 | | **194%** | 1,865.0 | 1,865.0 | 1,865.0 | | **195%** | 1,865.0 | 1,865.0 | 1,865.0 | | **196%** | 1,865.0 | 1,865.0 | 1,865.0 | | **197%** | 1,865.0 | 1,865.0 | 1,865.0 | | **198%** | 1,865.0 | 1,865.0 | 1,865.0 | | **199%** | 1,865.0 | 1,865.0 | 1,865.0 | | **200%** | 1,865.0 | 1,865.0 | 1,865.0 | | **201%** | 1,865.0 | 1,865.0 | 1,865.0 | | **202%** | 1,865.0 | 1,865.0 | 1,865.0 | | **203%** | 1,865.0 | 1,865.0 | 1,865.0 | | **204%** | 1,865.0 | 1,865.0 | 1,865.0 | | **205%** | 1,865.0 | 1,865.0 | 1,865.0 | | **206%** | 1,865.0 | 1,865.0 | 1,865.0 | | **207%** | 1,865.0 | 1,865.0 | 1,865.0 | | **208%** | 1,865.0 | 1,865.0 | 1,865.0 | | **209%** | 1,865.0 | 1,865.0 | 1,865.0 | | **210%** | 1,865.0 | 1,865.0 | 1,865.0 | | **211%** | 1,865.0 | 1,865.0 | 1,865.0 | | **212%** | 1,865.0 | 1,865.0 | 1,865.0 | | **213%** | 1,865.0 | 1,865.0 | 1,865.0 | | **214%** | 1,865.0 | 1,865.0 | 1,865.0 | | **215%** | 1,865.0 | 1,865.0 | 1,865.0 | | **216%** | 1,865.0 | 1,865.0 | 1,865.0 | | **217%** | 1,865.0 | 1,865.0 | 1,865.0 | | **218%** | 1,865.0 | 1,865.0 | 1,865.0 | | **219%** | 1,865.0 | 1,865.0 | 1,865.0 | | **220%** | 1,865.0 | 1,865.0 | 1,865.0 | | **221%** | 1,865.0 | 1,865.0 | 1,865.0 | | **222%** | 1,865.0 | 1,865.0 | 1,865.0 | | **223%** | 1,865.0 | 1,865.0 | 1,865.0 | | **224%** | 1,865.0 | 1,865.0 | 1,865.0 | | **225%** | 1,865.0 | 1,865.0 | 1,865.0 | | **226%** | 1,865.0 | 1,865.0 | 1,865.0 | | **227%** | 1,865.0 | 1,865.0 | 1,865.0 | | **228%** | 1,865.0 | 1,865.0 | 1,865.0 | | **229%** | 1,865.0 | 1,865.0 | 1,865.0 | | **230%** | 1,865.0 | 1,865.0 | 1,865.0 | | **231%** | 1,865.0 | 1,865.0 | 1,865.0 | | **232%** | 1,865.0 | 1,865.0 | 1,865.0 | | **233%** | 1,865.0 | 1,865.0 | 1,865.0 | | **234%** | 1,865.0 | 1,865.0 | 1,865.0 | | **235%** | 1,865.0 | 1,865.0 | 1,865.0 | | **236%** | 1,865.0 | 1,865.0 | 1,865.0 | | **237%** | 1,865.0 | 1,865.0 | 1,865.0 | | **238%** | 1,865.0 | 1,865.0 | 1,865.0 | | **239%** | 1,865.0 | 1,865.0 | 1,865.0 | | **240%** | 1,865.0 | 1,865.0 | 1,865.0 | | **241%** | 1,865.0 | 1,865.0 | 1,865.0 | | **242%** | 1,865.0 | 1,865.0 | 1,865.0 | | **243%** | 1,865.0 | 1,865.0 | 1,865.0 | | **244%** | 1,865.0 | 1,865.0 | 1,865.0 | | **245%** | 1,865.0 | 1,865.0 | 1,865.0 | | **246%** | 1,865.0 | 1,865.0 | 1,865.0 | | **247%** | 1,865.0 | 1,865.0 | 1,865.0 | | **248%** | 1,865.0 | 1,865.0 | 1,865.0 | | **250%** | 1,865.0 | 1,865.0 | 1,865.0 | | **251%** | 1,865.0 | 1,865.0 | 1,865.0 | | **252%** | 1,865.0 | 1,865.0 | 1,865.0 | | **253%** | 1,865.0 | 1,865.0 | 1,865.0 | | **254%** | 1,865.0 | 1,865.0 | 1,865.0 | | **255%** | 1,865.0 | 1,865.0 | 1,865.0 | | **256%** | 1,865.0 | 1,865.0 | 1,865.0 | | **257%** | 1,865.0 | 1,865.0 | 1,865.0 | | **258%** | 1,865.0 | 1,865.0 | 1,865.0 | | **260%** | 1,865.0 | 1,865.0 | 1,865.0 | | **261%** | 1,865.0 | 1,865.0 | 1,865.0 | | **262%** | 1,865.0 | 1,865.0 | 1,865.0 | | **263%** | 1,865.0 | 1,865.0 | 1,865.0 | | **264%** | 1,865.0 | 1,865.0 | 1,865.0 | | **265%** | 1,865.0 | 1,865.0 | 1,865.0 | | **266%** | 1,865.0 | 1,865.0 | 1,865.0 | | **267%** | 1,865.0 | 1,865.0 | 1,865.0 | | **268%** | 1,865.0 | 1,865.0 | 1,865.0 | | **270%** | 1,865.0 | 1,865.0 | 1,865.0 | | **271%** | 1,865.0 | 1,865.0 | 1,865.0 | | **272%** | 1,865.0 | 1,865.0 | 1,865.0 | | **273%** | 1,865.0 | 1,865.0 | 1,865.0 | | **274%** | 1,865.0 | 1,865.0 | 1,865.0 | | **275%** | 1,865.0 | 1,865.0 | 1,865.0 | | **276%** | 1,865.0 | 1,865.0 | 1,865.0 | | **277%** | 1,865.0 | 1,865.0 | 1,865.0 | | **278%** | 1,865.0 | 1,865.0 | 1,865.0 | | **279%** | 1,865.0 | 1,865.0 | 1,865.0 | | **280%** | 1,865.0 | 1,865.0 | | **281%** | 1,865.0 | 1,865.0 | 1,865.0 | | **282%** | 1,865.0 | 1,865.0 | 1,865.0 | | **283%** | 1,865.0 | 1,865.0 | 1,865.0 | | **284%** | 1,865.0 | 1,865.0 | 1,865.0 | | **285%** | 1,865.0 | 1,865.0 | 1,865.0 | | **286%** | 1,865.0 | 1,865.0 | 1,865.0 | --- ## Technology Sourcing Technology Sourcing gross invoiced income decreased by 7.0\% in constant currency against an exceptionally strong comparative, which included a large networking contract. We delivered solid growth in data center, security and workplace. Technology Sourcing gross margin increased by 20 basis points due to strong execution and product mix. In addition to strong software demand, we continue to see a trend towards bundling procurements in bigger framework contracts, especially for global requirements of large international customers and infrastructure demand from our major public sector clients. Demand for security solutions remains buoyant, supported by new mandatory EU legislation aimed at enhancing cyber security and operational resilience across a number of sectors. We are also starting to see increasing demand for Al-related infrastructure. In particular, the pipeline is growing for on-premise data center infrastructure for data training purposes. The demand for innovative and flexible workplace solutions with asset management, deployment and maintenance services and an increasingly international scope remains high. Following the successful implementation of the Device Lifecycle Management solution at a global customer in the financial sector, we have won further large and exciting projects in the industrial, retail and travel sectors. The product order backlog at 31 December 2024 was $£ 270.4 \mathrm{~m}$, a 17.5\% increase in constant currency since 31 December 2023 [£230.1m]. ## Services Services revenue increased by 0.9\% in constant currency, with 6.2\% growth in Professional Services outweighing a 4.6\% decline in Managed Services. Services gross margin declined by 44 basis points, largely reflecting one underperforming Managed Services contract which we do not expect to repeat at the same level in 2025. Excluding the impact of this contract, Services gross margin increased. As anticipated, our Services performance improved in the second half of the year. | Results | 2024 Em | 2023 Em | Change | Change in constant currency | | --- | --- | --- | --- | --- | | Technology Sourcing gross invoiced income | 1,909.4 | 2,111.5 | $(9.6 \%)$ | $[7.0 \%]$ | | Services revenue | 752.1 | 765.7 | $(1.8 \%)$ | $0.9 \%$ | | Total gross invoiced income | 2,661.5 | 2,877.2 | $(7.5 \%)$ | $[4.9 \%]$ | | Technology Sourcing revenue | 1,234.6 | 1,261.8 | $(2.2 \%)$ | $0.6 \%$ | | Services revenue | 752.1 | 765.7 | $(1.8 \%)$ | $0.9 \%$ | | Professional Services revenue | 407.5 | 394.4 | 3.3\% | $6.2 \%$ | | Managed Services revenue | 344.6 | 371.3 | $(7.2 \%)$ | $[4.6 \%]$ | | Total revenue | 1,986.7 | 2,027.5 | $(2.0 \%)$ | $0.7 \%$ | | Gross profit | 366.2 | 374.5 | $(2.2 \%)$ | $0.5 \%$ | | Adjusted administrative expenses | (209.3) | (211.5) | $(1.0 \%)$ | $1.7 \%$ | | Adjusted operating profit | 156.9 | 163.0 | $(3.7 \%)$ | $[1.0 \%]$ | Professional Services saw continued strong demand from public sector customers for support, engineering and consultancy services. We also see continuing demand for project support and skills from our corporate customers, especially in networking and security, data center consolidation and cloud management, as well as for expanding modern workplace infrastructures. In addition, we are increasingly seeing a need for comprehensive advice on the use of Al in general and Al-related infrastructure. In Managed Services, in the context of a large portfolio of contracts that performed as expected, it was disappointing that one contract impacted our performance for the year. We managed our margin well during the second half and onboarded a number of wins, including a long-term workplace contract with a global customer in the healthcare and agriculture sectors. Looking ahead, we have a strong pipeline particularly in workplace and networking, where we are very well-positioned. --- #### **Western Europe** ![img-45.jpeg](img-45.jpeg) ![img-46.jpeg](img-46.jpeg) #### **Overview** Western Europe is a new reporting Segment, adapted at our half year results. It combines France, which we previously reported separately, with Belgium, Netherlands and Switzerland, which we have transferred from the previously reported International Segment. The International Segment aggregated selling entities with a number of purely operational support entities that provide Services to the Group's global customers. The change makes a clearer distinction between the countries in which we sell to customers and the other countries in which we operate directly to support those customers. Total gross invoiced income increased by 3.5% in constant currency, with good growth in Technology Sourcing partly offset by a decline in Services revenue. Gross profit increased by 2.6% in constant currency, with gross margin increasing 129 basis points. Technology Sourcing gross margin increased by 177 basis points and Services gross margin was down 12 basis points. Administrative expenses increased by 3.7% in constant currency, resulting in adjusted operating profit declining by 4.9% in constant currency. France delivered increased gross invoiced income driven by good growth in Technology Sourcing, partly offset by a decline in Services revenue, largely reflecting the termination of low-margin Managed Services contracts. Technology Sourcing growth was driven by an increase in sales of lower-margin workplace hardware and software. We onboarded several new Managed Services contracts in the public and private sectors during 2024, which we expect to deliver benefits in the coming years. In the second half of the year we were also pleased to win a multilingual service desk and managed network services contract for a large multi-national fintech business. We continue to build on our enhanced market position with combined strength in workplace, networking and data center. Looking forward, while our pipeline of opportunities in France is encouraging, we are also mindful of the increase in macroeconomic and political uncertainty. --- Belgium delivered another strong performance, driven by growth in both Technology Sourcing and Managed Services. After the first full year targeting the public sector, we secured multi-year technology frameworks with the federal government and in the defence sector. We onboarded a multi-year outsourcing contract with a global customer in the financial settlement services industry and have a full Managed Services pipeline. The Netherlands performed in line with our expectations, with the result significantly impacted by the loss of one of the largest public sector Technology Sourcing contracts in the second half of 2023. Excluding this, performance was stable year-on-year. As of the beginning of 2025, Belgium and the Netherlands are operating as a single structure, fully integrated into the Computacenter operating model. We see benefits from creating a larger entity to better engage with our vendor partners and to provide customers with better access to Computacenter's Group capabilities. Switzerland delivered an improved performance against a weak comparative, driven by growth in Technology Sourcing and Services. Volumes increased for our main Services contracts and we secured a five-year contract extension with a key customer. Technology Sourcing volumes increased following new customer wins with international corporate customers and the public sector. We have also taken the decision to integrate our Swiss business into our German business, to help us make progress in acquiring target customers that are headquartered in Switzerland, as well as accelerate some prioritised vendor certifications. The combined product order backlog at 31 December 2024 was $£ 151.0 \mathrm{~m}$, a $16.2 \%$ increase in constant currency since 31 December 2023 ( $£ 130.0 \mathrm{~m}$ ). | Results | 2024 | 2023 | Change | Change in constant currency | | --- | --- | --- | --- | --- | | Technology Sourcing gross invoiced income | 971.7 | 929.7 | 4.5\% | 7.4\% | | Services revenue | 228.6 | 261.6 | (12.6\%) | (10.4\%) | | Total gross invoiced income | 1,200.3 | 1,191.3 | 0.8\% | 3.5\% | | Technology Sourcing revenue | 590.7 | 639.7 | (7.7\%) | (5.2\%) | | Services revenue | 228.6 | 261.6 | (12.6\%) | (10.4\%) | | Professional Services revenue | 62.2 | 65.6 | (5.2\%) | (2.7\%) | | Managed Services revenue | 166.4 | 196.0 | (15.1\%) | (12.9\%) | | Total revenue | 819.3 | 901.3 | (9.1\%) | (6.7\%) | | Gross profit | 118.5 | 118.7 | (0.2\%) | 2.6\% | | Adjusted administrative expenses | (104.8) | (103.8) | 1.0\% | 3.7\% | | Adjusted operating profit | 13.7 | 14.9 | (8.1\%) | (4.9\%) | --- #### **North America** ![img-47.jpeg](img-47.jpeg) ![img-48.jpeg](img-48.jpeg) #### **Overview** North America delivered another record year, supported by several significant new customer wins. Gross invoiced income increased by 8.9% in constant currency, driven by a strong performance in Technology Sourcing against a challenging comparative, as well as excellent Services revenue growth of 27.1%. Gross profit increase by 7.8% in constant currency, with gross margin decreasing by 29 basis points. Administrative expenses increased by 5.9% in constant currency, largely reflecting investment in sales capacity and increased commissions, resulting in adjusted operating profit growth of 13.9% in constant currency. Adjusted operating profit in the second half increased by 33.1% in constant currency, 29.4% on a reported basis. By the end of the year, we added four major customers bringing the total to 51. We were pleased to continue to grow our business across healthcare, financial services, retail and state government, as well as adding two new large technology customers. These wins enabled us to more than offset the anticipated normalisation of volumes with an existing large customer. We continue to add targeted sales capacity to capitalise on the significant market opportunity. During the year we successfully migrated BITS and Pivot Phase 1 onto our Group-wide ERP system. #### **Technology Sourcing** Technology Sourcing gross invoiced income increased by 8.1% on a constant currency basis and gross margin in Technology Sourcing decreased by 75 basis points, largely due to increased hyperscale volumes in the second half of the year. Our strong track record of delivering IT infrastructure at scale and at speed is helping us to win new customers and broaden our hyperscale customer base. We won significant new business with two hyperscale customers, generating significant Technology Sourcing and Professional Services revenue. We also grew our volumes with enterprise customers during the year achieving growth in healthcare, financial services, retail and state government, helped by a strong focus on selling more to existing customers. The product order backlog at 31 December 2024 was £1,566.7m, a 297.5% increase in constant currency since 31 December 2023 (£394.1m), reflecting the significant business won across the year against the low position at the end of 2023, following high levels of order completions. --- Our strong backlog positions us well for the year ahead and we remain excited by the pipeline of opportunities with both enterprise and hyperscale customers. In addition, in 2025 we will continue to invest in the business, building a new Integration Center in Atlanta to support our growth. ## Services Services revenue increased by $27.1 \%$ in constant currency, reflecting a $30.2 \%$ increase in Professional Services and a $13.9 \%$ increase in Managed Services. Services gross margin increased by 676 basis points, driven primarily by a large hyperscale project. We continue to focus on leveraging Group-wide tools, expertise and systems to deliver long-term Services growth. Professional Services' excellent revenue growth was boosted by a very large data center project for a hyperscale customer, where we deployed over 250 engineers to help build the world's largest AI cluster. We also increased our business with enterprise customers, winning several larger projects. We continue to focus our efforts on driving efficiency and improving utilisation across our Professional Services business. Managed Services revenue grew strongly following new customer wins, including a large global automotive manufacturer and a healthcare customer. This more than offset the lower-than-expected activity from two customers, coupled with the discontinuation of some services previously offered by our Canadian business. | Results | 2024 Em | 2023 Em | Change | Change in constant currency | | --- | --- | --- | --- | --- | | Technology Sourcing gross invoiced income | 3,632.8 | 3,454.4 | 5.2\% | 8.1\% | | Services revenue | 180.8 | 146.1 | 23.8\% | 27.1\% | | Total gross invoiced income | 3,813.6 | 3,600.5 | 5.9\% | 8.9\% | | Technology Sourcing revenue | 2,790.6 | 2,602.6 | 7.2\% | 10.3\% | | Services revenue | 180.8 | 146.1 | 23.8\% | 27.1\% | | Professional Services revenue | 150.4 | 118.7 | 26.7\% | 30.2\% | | Managed Services revenue | 30.4 | 27.4 | 10.9\% | 13.9\% | | Total revenue | 2,971.4 | 2,748.7 | 8.1\% | 11.2\% | | Gross profit | 280.7 | 267.5 | 4.9\% | 7.8\% | | Adjusted administrative expenses | (208.4) | (202.5) | 2.9\% | 5.9\% | | Adjusted operating profit | 72.3 | 65.0 | 11.2\% | 13.9\% | --- # Financial review In 2024, the Group delivered a solid overall performance against a challenging prior year and in the context of a more cautious demand environment. After a subdued first half, the Group recovered with pleasing execution towards the end of the year leading to the most profitable six months in Computacenter's history. During the year, we continued to invest in Group-wide systems to improve our capabilities, enhance productivity and secure future growth. Our cash performance was excellent, driven by strong working capital management, resulting in adjusted net funds of $£ 482.2 \mathrm{~m}$ at the end of the year, even after returning $£ 200 \mathrm{~m}$ to shareholders via the share buyback programme. The year-end adjusted net funds position benefited from strong collections and approximately $£ 100 \mathrm{~m}$ more of early customer payments than in the prior year. ## Gross profit Gross profit fell by $0.9 \%$ in the year following the decline in gross invoiced income and a fall in gross margins. Group gross margin, expressed as gross profit as a percentage of revenue, decreased by 22 basis points to $14.9 \%$ (2023: 15.1\%), with a decrease in Technology Sourcing gross margin outweighing a slight increase in Services margin. ## Operating profit Operating profit fell by $11.5 \%$ to $£ 237.9 \mathrm{~m}$ (2023: $£ 268.8 \mathrm{~m}$ ). Adjusted operating profit fell by $9.1 \%$ to $£ 246.7 \mathrm{~m}$ (2023: $£ 271.5 \mathrm{~m}$ ), and by $6.8 \%$ in constant currency. Administrative expenses increased by $2.0 \%$ to $£ 798.9 \mathrm{~m}$ (2023: $£ 783.3 \mathrm{~m}$ ). During the year, we increased our spend on strategic corporate initiatives by $31.0 \%$ to $£ 36.8 \mathrm{~m}$ (2023: $£ 28.1 \mathrm{~m}$ ). Adjusted administrative expenses increased by $2.0 \%$ to $£ 788.3 \mathrm{~m}$ (2023: $£ 772.5 \mathrm{~m}$ ), and by $4.0 \%$ in constant currency. Group gross profit conversion, expressed as adjusted operating profit as a percentage of gross profit, fell to $23.8 \%$ (2023: $26.0 \%$ ) partly reflecting the increase in investment during the year, which is detailed on page 035. ## Profit before tax The Group's profit before tax for the year decreased by $10.1 \%$ to $£ 244.6 \mathrm{~m}$ (2023: $£ 272.1 \mathrm{~m}$ ). Adjusted profit before tax decreased by $8.6 \%$ to $£ 254.0 \mathrm{~m}$ (2023: $£ 278.0 \mathrm{~m}$ ) and declined by $6.3 \%$ in constant currency. The difference between profit before tax and adjusted profit before tax relates to the Group's net costs of $£ 9.4 \mathrm{~m}$ (2023: $£ 5.9 \mathrm{~m}$ ) from exceptional and other adjusting items, associated with the acquisition of BITS and the amortisation of acquired intangibles as a result of this and other North American acquisitions. Further information on these items can be found below. ## Net finance income Net finance income in the year amounted to $£ 6.7 \mathrm{~m}$ (2023: $£ 3.3 \mathrm{~m}$ ). Included within the net finance income were $£ 5.8 \mathrm{~m}$ of interest charged on lease liabilities recognised under IFRS 16 (2023: $£ 4.7 \mathrm{~m}$ ) and exceptional interest costs of $£ 0.6 \mathrm{~m}$ relating to the unwinding of the discount on the contingent consideration for the purchase of BITS, which was excluded on an adjusted basis (2023: $£ 3.2 \mathrm{~m}$ ). On an adjusted basis, which excludes the $£ 0.6 \mathrm{~m}$ exceptional interest cost described above, net finance income was $£ 7.3 \mathrm{~m}$ (2023: $£ 6.5 \mathrm{~m}$ ). ## Taxation The tax charge was $£ 72.7 \mathrm{~m}$ (2023: $£ 72.7 \mathrm{~m}$ unchanged) on profit before tax of $£ 244.6 \mathrm{~m}$ (2023: $£ 272.1 \mathrm{~m}$ ). This represented a tax rate of $29.7 \%$ (2023: $26.7 \%$ ). The Group recorded a tax credit of $£ 1.6 \mathrm{~m}$ in 2024 related to the amortisation of acquired intangibles (2023: $£ 4.0 \mathrm{~m}$ ). As we recognise the associated amortisation charge outside of our adjusted profitability (see exceptional and other adjusting items below), we also report the tax benefit on the amortisation outside of our adjusted tax charge. The adjusted tax charge for the year was $£ 74.3 \mathrm{~m}$ (2023: $£ 76.7 \mathrm{~m}$ ) on an adjusted profit before tax for the year of $£ 254.0 \mathrm{~m}$ (2023: $£ 278.0 \mathrm{~m}$ ). The effective tax rate (ETR) was therefore $29.3 \%$ (2023: $27.6 \%$ ), on an adjusted basis. Overall, the adjusted ETR continues to trend upwards due to an increasing reweighting of the geographic split of adjusted profit before tax away from the United Kingdom to Germany and the United States, where tax rates are higher. The adjusted ETR is within the full-year range of $28.5 \%$ to $30.5 \%$ that we indicated at the time of our 2024 Interim Results. We expect that the full year ETR in 2025 will increase within a range of $29.5 \%$ to $31.5 \%$ continuing to be subject to increasing upwards pressure, due to the changing geographical mix of profits, as noted above, and as governments across our primary markets come under fiscal and political pressure to increase corporation tax rates. The Audit Committee and the Board reviewed and approved the Group Tax Policy during the year, with no material changes from the prior year. We make every effort to pay all the tax attributable to profits earned in each jurisdiction where we operate. We do not artificially inflate or reduce profits in one jurisdiction to provide a beneficial tax result in another and maintain approved transfer pricing policies and programmes, to meet local compliance requirements. Virtually all of the tax charge in 2024 was incurred in either the United Kingdom, Germany, France or the United States tax jurisdictions, as it was in 2023. There are no material tax risks across the Group. Computacenter will recognise provisions and accruals in respect of tax where there is a degree of estimation and uncertainty, including where it relates to transfer pricing, such that a balance cannot fully be determined until accepted by the relevant tax authorities. For 2024, the Group Transfer Pricing Policy implemented in 2013 resulted in a licence fee of $£ 39.4 \mathrm{~m}$ (2023: $£ 36.9 \mathrm{~m}$ ), charged by Computacenter UK to Computacenter Germany, Computacenter France and Computacenter Belgium. The licence fee is equivalent to $1.2 \%$ of revenue and reflects the value of the best practice and know-how that is owned by Computacenter UK and used by the Group. It is consistent with the requirements of the Organisation for Economic Co-operation and Development (OECD) base erosion and profit shifting guidance. The licence fee is recorded outside the Segmental results found in note 4 to the Consolidated Financial Statements, which analyses Segmental results down to adjusted operating profit. --- # Reconciliation to adjusted measures for the year ended 2024 | | Reported full-year results Em | Principal element on agency contracts Em | Adjustments Amortisation of acquired intangibles Em | Exceptionsis and others Em | Adjusted full-year results Em | | --- | --- | --- | --- | --- | --- | | Revenue | 6,964.8 | 2,951.7 | - | - | 9,916.5 | | Cost of sales | (5,929.8) | (2,951.7) | - | - | (8,881.5) | | Gross profit | 1,035.0 | - | - | - | 1,035.0 | | Administrative expenses | (798.9) | - | 10.6 | - | (788.3) | | Gain related to acquisition of subsidiary | 1.8 | - | - | (1.8) | - | | Operating profit | 237.9 | - | 10.6 | (1.8) | 246.7 | | Finance income | 14.5 | - | - | - | 14.5 | | Finance costs | (7.8) | - | - | 0.6 | (7.2) | | Profit before tax | 244.6 | - | 10.6 | (1.2) | 254.0 | | Income tax expense | (72.7) | - | (1.6) | - | (74.3) | | Profit for the year | 171.9 | - | 9.0 | (1.2) | 179.7 | ## Reconciliation to adjusted measures for the year ended 2023 | | Reported full-year results Em | Principal element on agency contracts Em | Adjustments Amortisation of acquired intangibles Em | Exceptionsis and others Em | Adjusted full-year results Em | | --- | --- | --- | --- | --- | --- | | Revenue | 6,922.8 | 3,158.6 | - | - | 10,081.4 | | Cost of sales | (5,878.8) | (3,158.6) | - | - | (9,037.4) | | Gross profit | 1,044.0 | - | - | - | 1,044.0 | | Administrative expenses | (783.3) | - | 10.8 | - | (772.5) | | Other income related to acquisition of subsidiary | 5.3 | - | - | (5.3) | - | | Gain related to acquisition of subsidiary | 2.8 | - | - | (2.8) | - | | Operating profit | 268.8 | - | 10.8 | (8.1) | 271.5 | | Finance income | 13.8 | - | - | - | 13.8 | | Finance costs | (10.5) | - | - | 3.2 | (7.3) | | Profit before tax | 272.1 | - | 10.8 | (4.9) | 278.0 | | Income tax expense | (72.7) | - | (4.0) | - | (76.7) | | Profit for the year | 199.4 | - | 6.8 | (4.9) | 201.3 | --- The table below reconciles the tax charge to the adjusted tax charge for the years ended 31 December 2024 and 31 December 2023. | | 2024 Em | 2023 Em | | --- | --- | --- | | Tax charge | 72.7 | 72.7 | | Items to exclude from adjusted tax: | | | | Tax credit on amortisation of acquired intangibles | 1.6 | 4.0 | | Adjusted tax charge | 74.3 | 76.7 | | Effective tax rate | $29.7 \%$ | $26.7 \%$ | | Adjusted effective tax rate | $29.3 \%$ | $27.6 \%$ | ## Profit for the year The profit for the year decreased by $13.8 \%$ to $£ 171.9 \mathrm{~m}$ [2023: $£ 199.4 \mathrm{~m}$ ]. The adjusted profit for the year decreased by $10.7 \%$ to $£ 179.7 \mathrm{~m}$ [2023: $£ 201.3 \mathrm{~m}$ ] and by $8.4 \%$ in constant currency. ## Exceptional and other adjusting items The net loss from exceptional and other adjusting items in the year was $£ 7.8 \mathrm{~m}$ [2023: loss of $£ 1.9 \mathrm{~m}$ ]. Excluding the $£ 1.6 \mathrm{~m}$ gain from the tax items noted above [2023: gain of $£ 4.0 \mathrm{~m}$ ], the profit before tax impact was a net loss of $£ 9.4 \mathrm{~m}$ [2023: loss of $£ 5.9 \mathrm{~m}$ ]. On the acquisition of BITS, the Group agreed contingent consideration which required it to pay BITS' former owners two earn-out payments, based on BITS' 2022, 2023 and H1 2024 earnings before interest, taxation, depreciation and amortisation (EBITDA) and indebtedness. The Group has now made the final payments to the vendors leading to a release of contingent consideration to the Consolidated Income Statement during the year of $£ 2.2 \mathrm{~m}$ [2023: $£ 2.8 \mathrm{~m}$ ], net of $£ 0.4 \mathrm{~m}$ [2023: nil] of costs incurred as per the share purchase agreement. These related to the acquisition, are non-operational in nature and have therefore been classified as an exceptional item, consistent with the prior year. The Group recorded exceptional interest costs of $£ 0.6 \mathrm{~m}$ [2023: $£ 3.2 \mathrm{~m}$ ], as described under net finance income above. In calculating our adjusted results we have continued to exclude the amortisation of acquired intangible assets as an 'other adjusting item'. This charge distorts the understanding of our Group and Segmental operating results, as it is non-cash, does not relate to operational performance, and is significantly affected by the timing and size of our acquisitions. The amortisation of acquired intangible assets was $£ 10.6 \mathrm{~m}$ [2023: $£ 10.8 \mathrm{~m}$ ], primarily relating to the amortisation of the intangibles acquired as part of the recent North American acquisitions. ## Earnings per share Diluted EPS decreased by $11.7 \%$ to 152.9 p per share [2023: 173.2 p per share]. Adjusted diluted EPS decreased by $8.5 \%$ to 159.9 p per share [2023: 174.8p per share]. | | 2024 | 2023 | | --- | --- | --- | | Basic weighted average number of shares (excluding own shares held) [m] | 110.6 | 112.9 | | Effect of dilution: | | | | Share options | 1.1 | 1.2 | | Diluted weighted average number of shares | 111.7 | 114.1 | | Profit for the year attributable to equity holders of the Parent [Em] | 170.8 | 197.6 | | Basic earnings per share [p] | 154.4 | 175.0 | | Diluted earnings per share [p] | 152.9 | 173.2 | | Adjusted profit for the year attributable to equity holders of the Parent [Em] | 178.6 | 199.5 | | Adjusted basic earnings per share [p] | 161.5 | 176.7 | | Adjusted diluted earnings per share [p] | 159.9 | 174.8 | --- ## Dividend The Board recognises the importance of dividends to shareholders and the Group has a long track record of paying dividends and other special cash returns. The Group has already returned over $£ 1.2$ bn since flotation through a combination of dividends and share buybacks, with no additional investment required from shareholders over that time. We are committed to managing the cash position for shareholders. Our approach to capital management is to ensure that the Group has a robust capital base and maintains a strong credit rating, whilst aiming to maximise shareholder value. The Group is highly cash generative, enabling organic and inorganic investment in recent years to be funded from cash reserves. Dividends are paid from the standalone balance sheet of the Parent Company and, as at 31 December 2024, the distributable reserves were $£ 319.8 \mathrm{~m}$ [31 December 2023: $£ 474.1 \mathrm{~m}$ ]. The Board has consistently applied the Company's dividend policy, which states that the interim dividend will be approximately one third of the previous year's total dividend and that the total dividend paid will result in a dividend cover of two to 2.5 times based on adjusted diluted EPS. The Board is therefore pleased to propose a final dividend for 2024 of 47.4p per share (2023: 47.4p per share). Together with the interim dividend, this brings the total ordinary dividend for 2024 to 70.7p per share, representing a $1.0 \%$ increase on the 2023 total dividend per share of 70.0 p. Subject to the approval of shareholders at our Annual General Meeting on 15 May 2025, the proposed dividend will be paid on Friday 4 July 2025. The dividend record date is set as Friday 6 June 2025 and the shares will be marked ex-dividend on Thursday 5 June 2025. ## Share buyback Given the Group's strong positive adjusted net funds position, Computacenter announced on 26 July 2024 that it would return up to $£ 200 \mathrm{~m}$ to shareholders via a share buyback programme, as detailed below. This is in line with our capital allocation policy to invest organically, make targeted acquisitions and distribute surplus capital while retaining a strong balance sheet. On 26 July 2024, Computacenter plc commenced a share buyback programme to repurchase up to 11,414,110 of its ordinary shares. The maximum amount allocated to the programme was $£ 200 \mathrm{~m}$. The sole purpose of the programme was to reduce the Company's share capital. The programme completed on 30 October 2024, with a total of 7,897,178 shares purchased for a consideration of $£ 198.7 \mathrm{~m}$. The programme incurred directly associated trading expenses of $£ 1.3 \mathrm{~m}$ and a further $£ 0.2 \mathrm{~m}$ of other associated expenses. The shares were initially purchased into treasury, with subsequent cancellations of 5,000,000 shares leading to a $6.9 \%$ reduction in total voting rights. ## Central corporate costs Central corporate costs primarily include the costs of the Board, related public company costs, Group Executive members not aligned to a specific geographic trading entity, and the cost of centrally-funded strategic initiatives that benefit the whole Group. Accordingly, these expenses are disclosed separately as central corporate costs, within the Segmental note. These costs are borne within the Computacenter (UK) Limited legal entity and have been removed for Segmental reporting and performance analysis but form part of the overall Group adjusted administrative expenses. Total central corporate costs have increased by $16.2 \%$ to $£ 50.9 \mathrm{~m}$ [2023: $£ 43.8 \mathrm{~m}]$. Within this: - Board expenses, related public company costs, and costs associated with Group Executive members not aligned to a specific geographic trading entity, increased to $£ 13.1 \mathrm{~m}$ (2023: $£ 12.8 \mathrm{~m}$ ); - share-based payment charges associated with Group Executive members as identified above, including the Group Executive Directors, decreased to $£ 1.0 \mathrm{~m}$ in 2024 (2023: $£ 2.8 \mathrm{~m}$ ); and - strategic corporate initiatives (as described below) totalled $£ 36.8 \mathrm{~m}$, up $31.0 \%$ over 2023 ( $£ 28.1 \mathrm{~m}$ ). ## Investments Customers choose Computacenter because of the quality of our people and service. To deliver high-quality service to our customers, we need to invest consistently in our systems and tools, Integration Centers and support operations, to provide us with competitive advantage and derive benefits from our Group scale, while ensuring consistency of service and agility. In 2024, we spent $£ 36.8 \mathrm{~m}$ on strategic corporate initiatives, as we continued our investment in new systems, toolsets and cyber resilience. This compared to $£ 28.1 \mathrm{~m}$ in 2023, which in turn was almost double the spend in 2022. Our spend in 2024 was spread across projects that will improve our capabilities and productivity and underpin our systems of the future. Our systems need to be robust, secure and able to handle large volumes. They must also be simple to use and adaptable to most customer eventualities. We prioritise our plans for systems development, and other investments in time and capital, in response to the ever-changing environment in which we operate. We have therefore continued to refine our systems investment roadmap through to the end of 2027, with a programme to replace legacy systems that enable our Technology Sourcing and Services businesses. Investing in best-of-breed tools will lower cost to serve, improve the quality of our offerings, and enhance our relevance to customers in the marketplace. --- ## Cash flow The Group delivered a net cash inflow from operating activities of $£ 417.1 \mathrm{~m}$ (2023: $£ 410.6 \mathrm{~m}$ ). In the first half of 2024, we saw operating cash outflows as our working capital returned closer to our historical norms. Typically, the Group sees modest to neutral operating cash inflows in the first half of the year with substantial net operating cash inflows in the second half of the year. During 2024, net operating cash inflows from working capital, including inventories, trade and other receivables, and trade and other payables, were $£ 151.0 \mathrm{~m}$ (2023: $£ 136.7 \mathrm{~m}$ ). The Group had $£ 307.2 \mathrm{~m}$ of inventory as at 31 December 2024, an increase of $42.2 \%$ on the balance as at 31 December 2023 of $£ 216.0 \mathrm{~m}$. This temporary increase is due primarily to the timing of large projects in North America. The closing balance was materially lower than the high point of $£ 532.6 \mathrm{~m}$ at 30 September 2022, which was the height of the industry-wide supply chain issues experienced at the time. We expect that the stabilised levels of inventory will continue to remain well-managed, with highs and lows remaining within historical operational norms during 2025. The year end adjusted net funds position benefited from strong collections and approximately $£ 100 \mathrm{~m}$ more of early customer payments than in the prior year. After interest, tax and gross capital expenditure cashflows, our free cash inflow was $£ 348.6 \mathrm{~m}$ in the year (2023: $£ 339.9 \mathrm{~m}$ ). Capital expenditure in the year was $£ 31.5 \mathrm{~m}$ (2023: $£ 35.1 \mathrm{~m}$ ) primarily representing investments in IT equipment and software tools, to enable us to deliver improved service to our customers. The Group's Employee Benefit Trust (EBT) made market purchases of the Company's ordinary shares of $£ 23.1 \mathrm{~m}$ (2023: $£ 38.0 \mathrm{~m}$ ) to satisfy maturing PSP awards and Sharesave schemes and to reprovision the EBT in advance of future maturities. During the year, the Company received savings from employees of $£ 6.0 \mathrm{~m}$ to purchase options within the Sharesave schemes (2023: $£ 9.2 \mathrm{~m}$ ). The Group made further payments on 2024 of $£ 18.7 \mathrm{~m}$ (2023: $£ 17.4 \mathrm{~m}$ ) related to the previous BITS acquisition, in accordance with the share purchase agreement. | | 31 December 2024 £m | 31 December 2023 £m | | --- | --- | --- | | Adjusted operating profit | 246.7 | 271.5 | | Adjusting items | (8.8) | (2.7) | | Operating profit | 237.9 | 268.8 | | Other non-cash items and adjustments | 49.6 | 47.3 | | Change in working capital | 151.0 | 136.7 | | Change in pensions and provisions | (1.3) | (0.8) | | Depreciation of right-of-use assets | 41.0 | 41.4 | | Cash generated from operations | 478.2 | 493.4 | | Interest and payments related to lease liabilities | (47.4) | (46.1) | | Adjusted operating cash flow | 430.8 | 447.3 | | Net interest received | 10.4 | 10.5 | | Tax paid | (61.1) | (82.8) | | Gross capital expenditure | (31.5) | (35.1) | | Free cash flow | 348.6 | 339.9 | | Dividends paid | (78.9) | (77.3) | | Share buyback including expenses | (200.2) | - | | Purchase of own shares net of proceeds | (17.1) | (28.8) | | Acquisition of subsidiaries | (18.7) | (19.3) | | Disposal of assets | 0.3 | - | | Net cash flow | 34.0 | 214.5 | | Net debt repayment | (4.5) | (6.9) | | Increase in cash and cash equivalents | 29.5 | 207.6 | | Effect of exchange rates on cash and cash equivalents | (11.1) | (0.8) | | Cash and cash equivalents at the beginning of the year | 471.2 | 264.4 | | Cash and cash equivalents at the year end | 489.6 | 471.2 | | | 31 December 2024 £m | 31 December 2023 £m | | --- | --- | --- | | Opening net funds | 343.6 | 117.2 | | Increase in cash and cash equivalents including impact of exchange rates | 18.4 | 206.8 | | Movements in borrowings | 4.8 | 7.9 | | Movements in lease liabilities | (14.1) | 11.7 | | Closing net funds | 352.7 | 343.6 | | Opening adjusted net funds | 459.0 | 244.3 | | Increase in cash and cash equivalents including impact of exchange rates | 18.4 | 206.8 | | Movements in borrowings | 4.8 | 7.9 | | Closing adjusted net funds | 482.2 | 459.0 | We reduced loans during the year by a net $£ 4.5 \mathrm{~m}$ (2023: $£ 6.9 \mathrm{~m}$ ). We made regular repayments towards the loan related to the construction of our German headquarters in Kerpen and the customer financing facility in Pivot. The Group continued to manage its cash and working capital positions appropriately, using standard mechanisms, to ensure that cash levels remained within expectations throughout the year. From time-to-time, some customers request credit terms longer than our typical period of 30-60 days. In certain instances, we will arrange for the sale of the receivables on a true sale basis to a finance institution. We typically receive funds on 45-day terms from the finance institution, which will then recover payment from the customer on terms agreed with them. The cost of such an arrangement is borne by the customer, either directly or indirectly, enabling us to receive the full amount of payment in line with our standard terms. The benefit to the cash and cash equivalents position of such arrangements as at 31 December 2024 was $£ 44.6 \mathrm{~m}$ (31 December 2023: $£ 33.8 \mathrm{~m}$ ). --- During 2024, we engaged in a limited invoice financing programme of trade receivables across the Group. The arrangements are on a non-recourse basis and are intended to manage working capital demands of specific customer projects or engagements. As at the year end, the amount outstanding was $£ 2.5 \mathrm{~m}$. ## Cash and cash equivalents and net funds Cash and cash equivalents as at 31 December 2024 were $£ 489.6 \mathrm{~m}$, compared to $£ 471.2 \mathrm{~m}$ at 31 December 2023. Net funds as at 31 December 2024 were $£ 352.7 \mathrm{~m}$ [31 December 2023: $£ 343.6 \mathrm{~m}$ ]. Adjusted net funds as at 31 December 2024 were $£ 482.2 \mathrm{~m}$ [31 December 2023: $£ 459.0 \mathrm{~m}$ ]. Adjusted net funds is a non-GAAP measure and excludes lease liabilities of $£ 129.5 \mathrm{~m}$ as at 31 December 2024 [31 December 2023: $£ 115.4 \mathrm{~m}$ ]. This provides an alternative view of the Group's overall liquidity position, excluding the effect of the lease liabilities required to be capitalised under the IFRS 16 accounting standard. Net funds as at 31 December 2024 and 31 December 2023 were as follows: | | 31 December 2024 £m | 31 December 2023 £m | | --- | --- | --- | | Cash and short-term deposits | 489.6 | 471.2 | | Bank overdraft | - | - | | Cash and cash equivalents | 489.6 | 471.2 | | Bank loans - Pivot customer-specific facility | $[2.1]$ | $[4.5]$ | | Bank loans - Kerpen building facility | $[5.3]$ | $[7.7]$ | | Total bank loans | $[7.4]$ | $[12.2]$ | | Adjusted net funds (excluding lease liabilities) | 482.2 | 459.0 | | Lease liabilities | $[129.5]$ | $[115.4]$ | | Net funds | 352.7 | 343.6 | For a full reconciliation of net funds and adjusted net funds, see note 31 to the Consolidated Financial Statements. The Group had five specific credit facilities in place during the year and no other material borrowings. For further information on these facilities, see note 23a and note 28 to the Consolidated Financial Statements. There were no interest-bearing trade payables as at 31 December 2024 [31 December 2023: nil]. The Group's adjusted net funds position contains no current asset investments [31 December 2023: nil]. ## Prior year note disclosure restatements Within the financial statements, Management has made three prior year adjustments impacting note disclosure line items only. - Management has derecognised $£ 24.6 \mathrm{~m}$ of fully amortised intangible assets and concluded that the derecognition relates to prior years. These acquired intangible assets related to short-term order books with a three-month useful life post-acquisition, which are now fully amortised. Refer page 189 for the disclosure. - Following the migration of a large part of our Pivot business onto our Group ERP system, it was identified that trade payables of $£ 39.6 \mathrm{~m}$ were previously included within accruals within this business. Refer to page 197 for the disclosure. - As part of a disclosure recommendation from the Group's auditor stemming from the 2023 Annual Report and Accounts, we have enhanced our Group operating profit note based on applying consistent expense classification across the group. This has resulted in a prior year restatement of $£ 63.4 \mathrm{~m}$ to wages and salaries within note 9 . There is no impact on operating profit or costs by function previously reported within the Consolidated Income Statement. Refer to page 182 for the restatement disclosure and note 6 for the enhanced Group operating profit disclosure. These adjustments do not impact the line items on the Consolidated Financial Statements and have no impact on net assets or profit. ## Other required disclosures Details of the Group's arrangements in relation to the items listed below can be found in the notes to the Consolidated Financial Statements, as follows: - trade creditor and supply chain arrangements: note 22; - capital management policies: note 28; - financial instrument and associated management policies: note 27; - interest rate risk and associated management policies: note 27; - liquidity risk and associated management policies: note 27; - foreign currency risk and associated management policies: note 27; and - credit risk and associated management policies: note 27. ## Fair, balanced and understandable The Board confirms that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. Management undertakes a formal process through which it can provide comfort to the Board in making this statement. --- ## **Stakeholder engagement** ## **Building trust with our stakeholders** We want long-term, sustainable and increasingly productive relationships with each of our stakeholders. Understanding and addressing their views, interests and concerns helps us achieve this aim. Engaging with our stakeholders is key to building trust in our relationships with them. When we first engage, it allows us to understand their needs and expectations and, in line with our Winning Together Values, be open, straightforward and realistic about whether we can meet these. Where we cannot, it allows us to explore whether there are alternative solutions, common ground or areas of compromise that will allow us to build a mutually beneficial relationship. As our relationship develops, ongoing engagement helps us to demonstrate consistency in our behaviours and decision making, meaning that our stakeholders build up an understanding of what they can and should expect from us. With every interaction, we also develop a clearer picture of their business, technology and wider objectives, the journey that they are on to achieve them, and the role we can play in helping them do so. Collectively, our key stakeholders are an indispensable part of how we do business. We understand their importance and know we have to keep working hard every day to earn and retain their trust and loyalty. ### **Our key stakeholders enable Computacenter to create value for them** ![img-49.jpeg](img-49.jpeg) #### **Our customers** Our customers place their trust in us to Source, Transform and Manage their digital technology to help them change the world. #### **Our people** The calibre and capabilities of our employees drive our business forward and we recognise the importance of attracting, developing and retaining the best people. #### **Our shareholders** Our shareholders provide capital support that allows us to build a sustainable business for the long term. #### **Our technology vendors** Our technology vendors provide us with expertise and leading digital technology that underpins the competitiveness of our customer offering. #### **Our communities** The communities in which we operate support the social, economic and personal interests of our other key stakeholders. --- ## Our customers ## Why we engage Our Winning Together Values are clear. We put our customers first, keep our promises to them and always prioritise the long term in our dealings with them. Our collaboration with customers requires continuous two-way engagement across all levels of our organisation. This ensures we are aware of their needs and values, allowing us to create customer intimacy and serve them effectively, by adapting as their digital environments and technology needs evolve. ## What matters to them Our customers expect us to be flexible, commercial and creative in responding to their requirements. While they have different individual priorities, they want us to add value through a deep understanding of their IT strategy and requirements, and by operational excellence delivered through our people and systems. They also expect us to deliver services to them in a way which reflects agreed terms and is safe and sustainable. ## How we engage Our day-to-day customer engagement generally covers commercial opportunities, relationship development and our service delivery and performance. Engagement mechanisms include face-to-face meetings with our sales or delivery functions, customer training and workshops, and ongoing dialogue through client directors and account managers, our service support functions and, where necessary, our management teams. In 2024, we completed our Principal Customer Survey of 1,283 contacts at 382 customers, covering areas such as their overall satisfaction with Computacenter; the ease of doing business with us; how innovative we are; the likelihood that they will recommend us; and our ability to support them in achieving their own sustainability goals. We compared the results to the surveys from the past three years. We also completed smaller customer surveys regularly throughout the year, and used other similarly structured mechanisms to get their feedback. ## How we reported our engagement activities and the views of those we engaged with to the Board Customer feedback is reported up through Management levels. The CEO reports any material customer issues as part of his operational performance update at each scheduled Board meeting, which also includes significant contract bids and wins. Our North American, European and Indian management leaders also presented to the Board and covered customer feedback, metrics and trends. The CEO presented the results of the Principal Customer Survey to the Board at its dedicated strategy day, with the Directors then discussing the survey at that meeting and at a Board dinner afterwards. ## Outcomes of the engagement and impact on Board discussions and decision making The results of our customer surveys enhance our understanding of what is important to them and enable us to continue to improve our services and relationships. The Board discussed key feedback from customers from the Principal Customer Survey, including their strategic business objectives over the following 12 months, their assessment of how we perform as an organisation relative to our competition, how innovative we are and, importantly, where we can serve them better. General customer feedback, delivered through our Management teams, also covered important areas including: how customer investment capacity and buying behaviours were likely to be impacted by the global macroeconomic and geopolitical environment; their appetite for increased IT security, resilience and cyber defence; further automation of their business processes; the migration of core business applications to the cloud; cost-saving requirements across their business; and the development of solutions and services to get more out of big data. The Board therefore received a wide range of feedback from customers, combining views on both Computacenter's performance and service offerings, and their own likely future needs. This was important for the Board in discussing and reviewing the Group's strategy and investments for 2025-2027, including identifying in which Service Lines, capabilities and geographies Computacenter should focus its investment, in order to effectively develop its customer proposition, enhance its competitiveness and gain market share. Information from our customers on their likely ongoing IT spend also helped the Board to assess the reliability of financial forecasts, allowing it to approve trading outlook updates during the year and to set realistic but stretching financial targets for 2025. ## Customer-value proposition We maximise the value of customer relationships by selling to our customers across each of our three Service Lines: 1. Leading digital technology through Technology Sourcing 2. Deploying technology solutions through Professional Services 3. Supporting customer IT operations and infrastructure through Managed Services ## Our customers Professional Services $4,000+$ completed projects for our customers Technology Sourcing 16 m items supplied to our customers ## Managed Services 3.7 m customer incidents and requests managed ## Maximising our relationships 192 customer accounts with gross profit of over $£ 1 \mathrm{~m}$ per annum Our integrated portfolio See page 008 Market and customer trends See page 015 "Regular customer engagement helps us build a deep understanding of their business, strategy and objectives, which is essential to our long-term customer retention, satisfaction and growth ambitions." ## John Beard Managing Director Europe --- ## Our people ## Why we engage At Computacenter we believe that our people are a competitive advantage. They are at the centre of what we do and are essential for our growth, as well as the outcomes and value we produce for our customers. Our people implement and promote our culture and represent Computacenter with our other key stakeholders, building relationships, generating long-term trust, and learning about their requirements and preferred ways of operating. We ensure that we engage across the business with them, to ensure strong dialogue, connection and understanding of their key concerns and challenges. ## What matters to them Our people expect us to provide fair and safe working conditions, and an environment where they can thrive and develop. Engagement allows us to understand how we can continually strive to do this better. ## How we engage We engage at all levels across Computacenter, through our management teams, Group Human Resources' supporting activities, frequent employee surveys, and formal interactions with employee representative bodies. Our nominated Independent Non-Executive Director for Workforce Engagement, René Carayol, also undertakes an employee engagement programme. Group-wide communications include our 'This Week' email, which the CEO sends to the 20,000 people we employ across 22 countries. It includes his reflections on what he has seen from our customers, partners, competitors and the wider sector, as well as his own activities and engagement with our people across the Group. Employees are able to provide their feedback to the CEO, or ask him questions, via a dedicated email address. Each business area holds regular engagement sessions such as town hall events, conferences and group activities, which bring together global leaders to share messaging, strategy and activities. These events form the basis of a communications cascade which then filters down the organisation at a country and departmental level. They are sometimes attended by members of the Board or the Group Executive Management Team. For example, during the year, the Chair took part in a Q\&A session with the top 200 managers in the Company. Alongside the Workforce Engagement Director, she also provided the Board's perspective on business strategy, performance and opportunity to the people in our North American business. Our CEO and representatives from his Group Executive Management Team attended the opening of the Group's new offices in Bengaluru, India, and spent three days holding discussions, presentations and Q\&A sessions. ## How we reported our engagement activities and the views of those we engaged with to the Board Employees' views, including material issues they raised, were communicated to the Board through the CEO's general business updates, the Workforce Engagement Director's reports on the engagement programme, and the Chief People Officer's presentations on employee survey results and Management's interactions with employee representative bodies. Feedback was also provided by Board members, on an ad hoc basis. ## Outcomes of the engagement and impact on Board discussions and decision making A small number of priority issues were consistently raised during the workforce engagement programme. There was strong support and recognition for the significant investment that the Company is making in its internal and customer-facing systems, tooling and technology, both to continually evolve and enhance the customer experience, and to ensure that Computacenter operates efficiently and effectively, thereby maximising its competitiveness. The Board approved related expenditure in this area in 2024, and in the Group's budget for 2025. Our people also raised the issue of how to balance the need for continuing automation and standardisation of processes in order to grow and compete, while maintaining the Group's culture and its emphasis on flexibility and agility when dealing with its key stakeholders. Engagement also indicated that Computacenter's culture continues to be clear, lived throughout the organisation on a day-to-day basis, and viewed by our people as a competitive differentiator. The Board reflected on this feedback when reviewing the Group's culture, and satisfying itself that it aligned with its strategy, values and purpose. Feedback from the programme also highlighted substantial interest from our people in the Company's succession planning for the CEO, given his length of tenure and importance in leading the organisation for the past 30 years. The Board and Nomination Committee continue to pay close attention to this topic, which is kept under review on a frequent basis. | Our people | | | --- | --- | | Employees worldwide 20,081 across 22 countries | Engaged, enabled and energised $83 \%$ Sustainable Engagement Score | | Group Attrition $8.3 \%$ 12 month rolling voluntary attrition | Average length of service 9.4 years per employee | | Sustainability - people See page 055 | | | Engaging with our stakeholders See page 038 | | "I'm looking forward to meeting members of our employee forums and our people across the business in 2025. This engagement gives me and the wider Board a critical insight into our people's experience of working for Computacenter." René Carayol Independent Non-Executive Director Workforce Engagement Director --- ## Our shareholders ## Why we engage As shareholders own the Company, it is essential for the Board and Management to understand their views on key topics such as our strategy and priorities for investment, as well as their expectations of us in evolving areas such as sustainability. Two-way engagement also allows current and potential shareholders to make informed decisions concerning investment in Computacenter. ## What matters to them Our shareholders expect an appropriate return from their investment in Computacenter. To help them make effective investment decisions, they want to understand our strategy, our current or projected financial performance, and our approach to ESG matters. ## How we engage The Executive Directors meet shareholders and potential investors following the release of the Group's full-year and half-year results, which they also present to sell-side analysts. Physical and virtual meetings took place across the year in multiple geographies, including an investor roadshow to the US. Following these meetings, we obtain feedback. The Chair and the Company Secretary undertake a governance roadshow with significant shareholders following the release of the Annual Report. The Company also offers shareholders the opportunity to meet the Directors and ask questions at the AGM. The Group also communicates with its shareholders through regulatory announcements, our Annual Report, and Capital Markets Events, updating them on strategy, performance and governance. In June 2024, the Group Executive, joined by the Chair, hosted a Capital Markets Day in London detailing Computacenter's strategy, business model and growth prospects. ## How we reported our engagement activities and the views of those we engaged with to the Board The Board is updated on investor and analyst feedback across the year, supported by verbatim comments. The Board reviews and discusses the feedback. The Company's corporate brokers present regularly to enhance the Board's understanding of institutional investors' views of Computacenter and the factors that influence the Company's share price. The Board also directly interacts with shareholders at the AGM. ## Outcomes of the engagement and impact on Board discussions and decision making Feedback from our institutional investors focused on a number of areas. These included the sustainability of the Company's success in Germany, in the context of a challenging macroeconomic environment; the ability to deliver further growth in North America, the level of visibility in the region, and the evolving mix of customers, including growing demand from hyperscale customers; the prospects for the UK business, following a weaker performance over the last three years; and the opportunity to drive Group-wide productivity. The Board has ensured that explanations and progress on these issues were included when approving the Group's performance updates to the market during the year. Shareholders continued to show significant interest in the Group's priorities for its use of cash. This included a range of views around the attractiveness of share buybacks, dividend payouts and further acquisitions, and the need for strategic investment to increase the Group's long-term operational reliability and efficiency. This was all reflected in the Board's reviews, discussions and approvals during the year concerning: mergers and acquisitions opportunities; further IT programme spend; the quantum of dividend declarations (which the Board considered against other stakeholder interests concerning our balance sheet strength, investment requirements and long-term viability), resulting in a 2023 final dividend of $47.4 \mathrm{p}$ per share and a 2024 interim dividend of $23.3 \mathrm{p}$ per share; and approval of the Group's dividend policy, which the Board decided to leave unchanged. Our shareholders Earnings per share growth $11.8 \%$ compound annual growth in adjusted diluted earnings per share from 2019-2024 ## Generating returns $73.2 \%$ return on capital employed in 2024 ## Our integrated portfolio See page 008 ## Market and customer trends See page 015 ## Shareholder distributions ## $£ 547 \mathrm{~m}$ amount returned to shareholders through dividends and capital returns since 2019 ## Total shareholder return $142 \%$ growth in market capitalisation, dividend and capital returns since 2019 ## (3) Our integrated portfolio See page 008 ## Market and customer trends See page 015 ## "Our Capital Markets Day was a great opportunity to demonstrate how Computacenter's consistent focus on customers and its integrated Technology Sourcing and Services model have powered our success and positioned us for future growth and value creation." ## Christian Cowley Group Head of Investor Relations --- ## Our technology vendors ## Why we engage As a Value-Added Reseller, Computacenter is 'vendor-agnostic', meaning we work with our customers to understand their needs, before leveraging our strategic relationships with vendor partners who have the right solutions. We are immensely proud of our partnerships with technology vendors and work closely with them to leverage our deep customer relationships, global capabilities and scale, to deliver the solutions our customers need. We also ensure that our vendor partners understand our end-to-end approach to adding value and ensuring customer satisfaction. We will continue to invest in mutually beneficial, multi-level relationships with our vendor partners. These relationships are critical to the effective day-to-day management of our commercial partnerships and to understanding each other's priorities and plans. ## What matters to them Our technology vendors need us to be able to effectively articulate the value of their solutions. Our sales, technical and services teams must therefore understand both the technical capabilities and customer use cases for a wide range of products and services. We can demonstrate this understanding by obtaining accreditations and certifications from our vendor partners. We are proud of having 400+ technology accreditations and over 14,000 individual technical certifications, reflecting the breadth and depth of expertise across our sales and technical colleagues. ## How we engage Group Partner Management is responsible for managing Computacenter's commercial and operational relationships with our partners. By ensuring effective day-to-day relationships, we can stay connected with our partners and remain front-of-mind as partner of choice. Our StrategicAlliances team, introduced in 2023, is responsible for nurturing Computacenter's relationship with our top vendors. This includes attending Partner Advisory Boards and facilitating opportunities for our Group Executive to meet with senior representatives from our vendor partners. Each year, we hold our Group Sales Kick Off (GSKO) event for more than 1,200 sales people from Europe and North America. We also invite delegates from vendor partners, giving our sales colleagues a valuable opportunity to engage directly. Computacenter also attends and supports numerous vendor conferences and summits throughout the year. These allow our sales colleagues to hear directly from vendors about their priorities and plans, as well as sharing updates from Computacenter. ## How we reported our engagement activities and the views of those we engaged with to the Board GSKO provides numerous opportunities for Executive and Non-Executive Directors to hear directly from vendors about their latest solutions, market views, or opportunities and priorities for the year ahead. Engagement ranges from the formal plenary, internal keynote presentations and executive roundtables, to networking in the technology vendor village. The Directors received regular updates on Computacenter's performance with our top vendors during the year. This included a deep dive relating to our top vendors from the Chief Commercial Officer at the April 2024 Group Risk Committee, which was attended by a number of the independent Non-Executive Directors. ## Outcomes of the engagement and impact on Board discussions and decision making Discussions at the Board relating to our vendor partners have primarily focused on the health of our relationship and performance with each of our top vendors, as well as wider conversations about key themes and market forces impacting or involving our vendors. These include: - Geopolitical challenges - how these might impact operations, particularly supply chain and the cost of doing business - Consolidation in the vendor landscape - including the acquisitions of Juniper (HPE), Splunk (Cisco), VMware (Broadcom) and Infidat (Lenovo), and new partner programmes - Computacenter's Sustainability Strategy and performance against ESG commitments, including working with vendors to achieve goals and meet customers' expectations - The impact of AI and how Computacenter is responding and working with vendor partners to support our customers This feedback helped the Board to approve our three-year strategy plan and related investments. | Our technology vendors | | | --- | --- | | Technical certifications | Vendor relationships | | 14,000+ | 60 | | held by our employees | awards received from 23 technology vendors | | Vendor delegates | Global Partner Advisory Boards | | 500+ | 12 | | at our latest Group Sales Kick-Off | attended, to engage vendor partners at the highest level | | Our integrated portfolio - Technology Sourcing See page 008 | | | Our performance in 2024 See page 022 | | "I'd like to thank all our valued vendor partners for another excellent year for our powerful partnerships. I look forward to us continuing to work together in the year ahead - helping our customers achieve their goals and delivering excellence in all that we do." Lieven Bergmans Chief Commercial Officer --- ## Our communities ## Why we engage We seek to build long-term trust with our stakeholders, including the communities in which we and our other stakeholders live and work. Our communities support our ability to do business, so we have a responsibility to support them in return. By doing so, we aim to inspire our people, illustrate our commitment to understanding people matter (one of our core values), and maintain and enhance our corporate reputation. ## What matters to them Our communities want us to ensure that our operations are safe and sustainable, so we can protect our positive economic and social impact, and increase that impact over time. They expect us to engage with them on social and environmental issues that matter to them, such as D\&I and our sustainable use of resources. They also expect us to act ethically, to treat our stakeholders fairly and, where possible, to support them financially or with our time. ## How we engage Our approach is guided by our values, which include ensuring that we consider the long-term in our actions, and that we recognise the importance of people, both inside and outside Computacenter. Our day-to-day community engagement is primarily focused on social issues, in particular inspiring and supporting the next generation to follow a career in Science, Technology, Engineering and Mathematics (STEM) through our school, community and university outreach programmes. Most of this engagement is delivered through employee volunteering. We also create social value, both globally and locally, through partnering with our chosen charities and our technology vendors to drive change around topics that are important to our business, our customers and our people. In addition to addressing social issues, our commitment to minimising our environmental impact includes protecting our communities' local environments. To do so, we continue to invest, develop our capabilities and work with our partners. For further details, please see page 063. ## How we reported our engagement activities and the views of those we engaged with to the Board The Board received updates from the Chief People Officer on our activities to engage with and support our local communities. ## Outcomes of the engagement and impact on Board discussions and decision making Our engagement helps us to raise awareness of who we are, attract diverse talent to our organisation, promote the awareness of women in technology, and support people with disabilities and young people from disadvantaged backgrounds. Our flagship educational outreach programme, Bright Futures, saw over 200 of our employee volunteers complete over 1,000 hours of outreach activity, reaching over 23,000 students and young adults at 123 outreach events, often in a mentoring capacity. Our expertise also enables the re-use and recycling of IT hardware, reflecting our employees' desire that we promote equal opportunities and good environmental practice. In Germany, we engaged with the wider community through our 'Hey Alter' initiative, which collected older IT devices from companies, institutions and households, restored and modernised them, and distributed them to students from disadvantaged backgrounds, who have not been able to participate in e-learning or home schooling. As well as our flagship programmes, we completed a substantial programme of local activities across the Group, often partnering with our customers and technology vendors. During Race Equality Week, we joined with Computing and CRN UK to host a virtual half day event. Supported by HP, Cisco, PwC and TC4RE (Technology Community for Racial Equality) we explored how we can all work together to break down barriers and improve ethnic diversity representation within the industry. The event was a huge success, with over 250 participants joining from across the industry. The Board considered feedback from our engagement programmes when approving our social strategy. This included confirming that our approach to social issues affecting the community should remain focused on the areas where we can have the biggest impact and that our people care most about, and also that ensuring every young person has an equal opportunity to develop a career in STEM will remain a central part of our community engagement. Our communities Employee volunteers 200 Computacenter employees volunteered as part of the Bright Futures programme in 2024 Community outreach activity $1,000+$ employee volunteering hours completed in the UK ## Sustainability - planet See page 060 Sustainability - solutions See page 063 ## Influencing the industry 250 people attending the Race Equality Week event ## Community outreach recognition 123 different Bright Futures outreach events held in 2024 ## (1) Sustainability - planet See page 060 Sustainability - solutions See page 063 ## "Introducing paid volunteering leave has enabled us to further support our people to make a difference to their communities. It gives them the time and flexibility to focus on causes that matter to them, as part of our Sustainability Strategy." Sarah Long Chief People Officer --- ## **Engaging with our stakeholders** ![img-50.jpeg](img-50.jpeg) ### **Building long-term value** #### **Engaging with the capital markets** In June, the Group Executive hosted a Capital Markets Day in London, presenting Computacenter's strategic focus on large corporate and public sector organisations. We showcased growth opportunities in Technology, **Sourcing**, Professional Services, Managed Services, and Circular Services. We also updated on our progress in North America and how we are capitalising on the significant growth opportunity with hyperscale and enterprise customers. We also demonstrated how our financial model supports sustainable earnings growth and consistent free cash flow generation, and enables targeted acquisitions and capital returns. The event was very well attended by investors, analysts, and other capital markets stakeholders. A video replay of the event is available in the Investor Relations section of our website: investors.computacenter.com. ### **Understanding people matter** #### **Engaging with our employees** In November 2024, CEO Mike Norris and his Group Executive Management team hosted a dedicated two-day offsite event for the Group's 200 most senior employees, with representatives from across our operating companies and business areas. The meeting focused on the Group's performance in 2024 and its strategy and investments for 2025. It included several Q&A sessions covering a range of issues and culminated in a post-dinner Q&A session, led by the CEO. The panel for this included the Chair of the Board and the lead audit partner from our external auditor, Grant Thornton, who provided an outside perspective of Computacenter. Key messages from the meeting were then cascaded downwards from Management to their teams, ensuring they are communicated across the organisation. ![img-51.jpeg](img-51.jpeg) --- # Principal risks and uncertainties ## We manage risks to support our Group strategy in delivering long-term value We do this through a well-established risk and control framework, enabling Management to consider our main risk areas - Strategic, Contractual and Operational, Infrastructure, Financial and People. ## Risk overview Our long-term success is built on a clear strategic direction, contractual and operational excellence and effective business services functions, such as Finance, Human Resources, and Legal and Compliance, which support customer-facing employees to fulfil their obligations effectively. All of this is underpinned by an advanced IT infrastructure, hosting both internal and customer platforms. Our strategic, contractual and operational, and infrastructure risks are largely determined by the industry in which we operate and our long-term approach to adding value. Our financial and people risks are defined by the wider economic environment, the way we run our business day-to-day and our long-term employee needs. While outside factors such as geopolitical risk, market trends and macroeconomic factors are beyond our control, our risk management approach is committed to managing the impact of these influences, while controlling the internal elements vital to our success. ## Risk appetite Our Group-level overall risk appetite is strongly influenced by our experience in our industry sector. At an operational level, we have a higher risk appetite for business development where we have experience of the risks and a lower risk appetite where we have less experience. This is supported day-to-day by our operating policies and governance processes, which include decision-making support and authority over new contracts and contract changes. ## Risk culture Risk management and governance processes are well established and understood within the business and operate at all levels. Strategiclevel risks are monitored by the Group Risk and Audit Committees, as well as by the Board. Lower-level operational risks are identified, analysed and mitigated at a functional level on an ongoing basis, using well-embedded processes. ## Risk identification and impact Risk assessment and reporting are designed to provide the Board with a Group-wide perspective of key risks. The Group Risk Committee, which reports to the Audit Committee, meets four times per year and reviews our principal risks, which are the main barriers to meeting our strategic KPIs, on an ongoing basis. This top-down approach includes assessing whether emerging risks are sufficiently significant to warrant inclusion in the Group Principal Risk Log, with potential emerging risks included as an agenda item at each Group Risk Committee meeting. If so, the likelihood of occurrence and potential impact are considered, and the risk is subject to regular review. Regular reporting to the Group Risk Committee by the respective risk owners includes an assessment of the likelihood and cost impact of each risk, a consideration of non-financial impacts, risk appetite, key risk indicators and potential risk triggers, and an assessment of mitigating controls. The Group Principal Risk Log is reviewed by both the Audit Committee and the Board. The key risks are considered further in relation to the long-term Viability Statement [see page 079]. Other lower-level risks outside the principal risks are identified and analysed in two ways. These are: 1. Through the bottom-up Group Operating Business Risk Assessment process [GOBRA], which is completed by managers across the business. The results of this process are reviewed by the Group Risk Committee. This includes validating these risks against the principal risks, to ensure that all potential threats are considered and any emerging risks are identified. Lower-level risks are often triggers for crystallising principal risks, so their careful management remains an important consideration. 2. Via the Group Compliance Steering Committee which assesses reports from the Compliance Management System for the areas under its remit. ## Audit Committee and the auditor For further information on the Company's compliance with the Code's provisions relating to the Audit Committee, Group auditor and Internal Audit, please refer to the Audit Committee report on page 105. ## Risk management For further information on the Company's approach to risk management, please refer to the Audit Committee report on pages 108 to 110. --- # Our risk framework ## The Board - Sets strategic KPIs - Defines risk appetite - Has overall responsibility for the Group's risk management process and internal control systems - Monitors risk exposure in pursuit of our strategic KPIs ## Audit Committee - Reviews the effectiveness of our risk identification and risk management process - Reviews the effectiveness of internal control systems - Supports the Board in monitoring risk exposure ## Internal Audit Provides assurance on our principal risks, to assist the Audit Committee in its review of the effectiveness of the risk management process and our internal control systems ## Group Risk Committee - Sets the risk management process - Provides oversight and challenge on the effectiveness of risk mitigation for our principal risks - Considers emerging risks and high-impact/ low-likelihood risks ## Operational level - Group-wide risk identification and assessment - Ongoing monitoring of mitigations performed across the Group through management, KPIs and review by the appropriate Risk Manager - Internal controls embedded across the Group ## Three lines of defence ## Third line Role Provide audit and verification of our internal assurance ## Who - Audit Committee - Group Internal Audit - Independent assurance ## Second line Role Provide compliance, oversight and assurance ## Who - Group Risk Committee - Group Compliance Steering Committee - Assurance functions ## First line Role Risk ownership and application of internal controls ## Who - Functional and business management --- #### **Risk trends** The overall risk landscape has changed due to specific threats and our response to them, as discussed below. We use the three lines of defence model with regards to the assurance over key risks. This includes a mapping exercise which considers the level of assurance afforded over each risk by each of the compliance and oversight functions. To aid the appreciation of the risks facing the Group, we have categorised them into five main areas. **Strategic:** The strategic-level risk profile is one of long-term risk due to technological change, including Computacenter's ability or otherwise to innovate effectively, the global nature of our operations exposing us to specific political and economic influences and our ability to maintain our customer response. Our mitigations continue to mature in line with market and customer changes. The gross risk profile relating to geopolitical threat continues to increase, with ongoing uncertainty relating to conflict in the Middle East, the war in Ukraine and US-China tensions, coupled with a new administration in the US with potential consequential changes to trade and tariff policy. We continue to monitor developments that could impact our customers and supply chain to ensure an appropriate response but the level of risk has, nevertheless, increased. **Contractual and operational:** Our focus remains on the effective governance of contracts, both in the pre-deal phase and in delivery. We continue to extend the use of our Service Quality Management framework to improve the underlying quality of sales, bid governance and operations. We also continue to recognise the need for effective acquisition integration, and compliance and reputational risks in relation to data privacy and ESG matters as principal risks. Given the importance we place on strong strategic vendor relationships we recognise the potential breakdown of such alliances as a principal risk, although we have well-embedded controls in place to combat this and, overall, we believe the main contractual and operational risks have remained at the same level, underlined by our robust governance structures. **Infrastructure:** Cyber security remains at the forefront of discussions for the Board and at both the Group Risk and Audit Committees. Cyber security risks are increasing due to the greater activity of a range of cyber threat actors worldwide, including nation states. This has resulted in more sophisticated and more frequent cyber attacks against IT infrastructure. Computacenter, along with other companies of a similar size and profile that operate within our sector, have been the target of cyber attacks in recent years. To combat this we have continued to invest significantly in our defensive systems, organisation and people, which has ensured, to date, that these attacks have been identified and mitigated without any material impact on our financial or operational performance. This risk relates to our needs to update some of our core systems in the coming years to allow us to manage our business more effectively, provide enhanced support to our customers and to improve our security, is being mitigated through ongoing planning and effective project management. **Financial:** We continue to concentrate on the fundamentals for our business, including the effective management of working capital. The current volatile macroeconomic situation, especially in relation to inflation, continues to be a cause for concern. The main impact of inflation on our business is that we may be unable to pass on the cost increases we incur in full. To the extent that we cannot recover cost inflation, there is a risk that we will not meet earnings expectations, which could impact our financial reputation with shareholders. The central banks' approach to taming inflation is to increase interest rates, with the danger that this could cause a recession and, combined with a profit squeeze due to inflation, could reduce demand for IT projects and implementation. These economic headwinds are counterbalanced by well-established internal processes, such as careful cost and working capital management and effective and transparent forecasting and reporting. The main mitigating control is to minimise fixed-cost growth, which includes actively moving resources to nearshore and offshore locations and increasing the levels of automation. In the Technology Sourcing business, we sell on a cost-plus basis in general, so there is minimal impact from inflation on the gross margin. In Professional Services (PS), the key inflation impact is our ability to pass on salary and other cost increases to customers. A large portion of our PS billing is based on employee time sheets, so cost increases can be passed on in the majority of cases, although there are some PS frameworks where we cannot increase prices immediately. In Managed Services, in the UK, we have cost of living adjustment (COLA) clauses in place in many contracts, allowing cost increases to be passed on, although we recognise that these need careful negotiation with customers. More careful negotiation is also required in France, where the position is more mixed, and in Germany, where COLA clauses are less common. Further detail on working capital management can be found in the financial review on page 036. **People:** Our people remain integral to the continued success of our business. The risks reflect the importance we place on experience, inclusivity, openness and collaboration. Following the departure of our CFO in late 2024, our risk profile has increased. ![img-52.jpeg](img-52.jpeg) --- # 1. Strategic risks ## Alert status Ongoing geopolitical volatility and technology change are offset by well-managed internal responses. ## Appetite Our risk appetite relating to geopolitical risk and our location strategy is balanced. By utilising multiple locations, we increase the likelihood of an event or events occurring, but we reduce the impact that an event in any one location would have on the business, with the impact further mitigated by our business continuity strategy. ## Risk owners - Group Development Director - Managing Director Managed Services ## Risks (1) (1) Not reacting to technology change fast enough or inability to remain relevant to customers due to technology change (1) (1) Inability to support customers due to political instability in offshore locations ## Potential principal impacts - Reduced margin - Excess operational employees - Contracts not renewed - Missed business opportunities ## Mitigation - Well-defined Group strategy, backed by an annual strategy process that considers our offerings against market changes - Group Portfolio Board which meets quarterly to align and define our go-to-market strategy by Service Line and by business line - Location strategy coupled with well-defined business continuity processes reduces impact of an event at an individual location - Regular location risk monitoring covering political, economic, social, technological, legal and environmental risks ## Strategic KPIs ## (1) (1) Customer relationships Retain and maximise the relationships with our large corporate and public sector customers over the long term ## (1) (1) Services growth Lead with and grow our Services ## Mitigation - Well-defined Group strategy, backed by an annual strategy process that considers our offerings against market changes - Group Portfolio Board which meets quarterly to align and define our go-to-market strategy by Service Line and by business line - Location strategy coupled with well-defined business continuity processes reduces impact of an event at an individual location - Regular location risk monitoring covering political, economic, social, technological, legal and environmental risks --- # 2. Contractual and operational risks ## Alert status The main contractual and operational risks have remained at the same level, underlined by our robust governance structures. ## Appetite We operate in a competitive services marketplace and normally compete for business with other market participants. Our risk appetite is therefore expressed in the price and margin we bid and any specific risk provision or contingency that is identified. Risk appetite is therefore specific to a deal or client and is controlled through governance processes. Our risk appetite will increase to enable growth through our new Device Lifecycle Management proposition. The risk appetite from a pure compliance perspective is very low. However, we focus on ensuring that this risk is managed in a manner that reflects business needs, efficiency and effectiveness, driving compliance. ## Risk owners - Managing Director Managed Services - Group Legal \& Compliance Director - Group Development Director - Chief Commercial Officer ## Strategic KPIs ## Customer relationships Retain and maximise the relationships with our large corporate and public sector customers over the long term ## Services growth Lead with and grow our Services ## Productsity Increase the adjusted operating profit we retain as a proportion of our gross profit ## Risks ## (1) (1) Our governance process fails to appropriately identify, assess, escalate or mitigate material financial and operational risks within contracts resulting in significant unplanned or unforeseen financial losses/damage to or termination of customer relationships (1) (1) Breakdown in one or many major vendor relationships, leading to margin and/or revenue reduction (1) (1) Lack of effective acquisitions integration and failure to deliver on acquisition objectives (1) (1) Failure to comply with laws and regulations, contractual obligations and/or legitimate third-party expectations ## Potential principal impacts - Customer dissatisfaction - Financial penalties - Contract cancellations - Reputational damage - Reduced margins - Loss-making contracts - Reduced service and technical innovation - Loss of employees ## Mitigation - Mandatory governance processes relating to bids and new business take-ons, including risk-based decision-making assessments and new tooling - Focus on service excellence underpinned by associated processes such as the Deal Lifecycle Framework and Deal Assurance - Board approval of significant bids in line with the Group's Matters Reserved for the Board and delegated authorities documents - Early warning system and assurance over key bids and delivery programmes - Delivery Management Framework to monitor customer relationship status, obligation compliance and service level agreement (SLA) performance - Regular commercial 'deep dives' into troubled contracts and challenging transformation projects - Close working relationships with key vendors - Appropriate due diligence and acquisition integration plans in place, with ongoing monitoring of key risks to ensure success - Board-endorsed sustainability strategy - Climate Change Committee oversees initiatives to reduce environmental impact (see page 067) - Strong Company culture and Values (see page 099) - Oversight by the Group Compliance Steering Committee, including a compliance maturity project - Strong corporate governance, risk management and ethics --- # **3. Infrastructure risks** ## **Alert status** While cyber security risks are increasing due to the greater activity of a range of cyber threat actors, this is mitigated by significant and ongoing investment in our defensive systems, organisation, and people. The risks involved with the need to update some of our core systems in the coming years is being mitigated through project planning and ongoing review. ## **Appetite** We have a very low appetite for risk relating to cyber security and availability of our core and customer-facing systems, given the impact such issues would have on our reputation in our core markets. ## **Risk owner** - Chief Information Officer ## **Strategic KPIs** | ☑ Customer relationships | Services growth | Productivity | | --- | --- | --- | | Retain and maximise the relationships with our large corporate and public sector customers over the long term | Lead with and grow our Services | Increase the adjusted operating profit we retain as a proportion of our gross profit | ## **Risks** - Cyber threat to Computacenter's systems causing a significant data breach, customer compromise, or loss of critical services - Serious IT system outage leading to customer or business damage - Failure to effectively replace our legacy systems ## **Potential principal impacts** - Inability to deliver business services - Reputational damage - Customer dissatisfaction - Financial penalties - Contract cancellations ## **Mitigation** - Well-communicated Group-wide information security and virus protection policies - Specific inductions and training for employees working on customer sites and systems - Specific policies and procedures for employees working behind a customer's firewall - Ongoing and regular programme of external penetration testing - Policies ensuring Computacenter does not run customer applications or have access to customer data - Regular review of cyber security controls and threat analysis by Computacenter's Group Information Assurance team - Increased Board scrutiny of cyber resilience maturity and plans - Long-standing design principles underpin all core and customer-facing systems, designed to mitigate the risks to system and service availability - All centrally hosted core systems are built and operated on high-availability data center infrastructure - Ongoing work on our perimeter defences to help minimise the risk that any attack on our non-core systems poses an additional threat to our central infrastructure - Project management of legacy systems replacement --- # 4. Financial risks ## Alert status Continued economic headwinds are counterbalanced by wellestablished internal processes, such as careful cost and working capital management and minimising fixed-cost growth. ## Appetite In relation to working capital management, given the expectation of shareholders, suppliers and customers, our risk appetite is low and strong operating policies and procedures are in place to monitor and take action to address challenges. In relation to macroeconomic risk, we aim to minimise the impact as far as possible. Although it could benefit our Managed Services business as customers decide to outsource to save cost, should the impact continue for a prolonged period this will not offset the effect on Technology Sourcing and Professional Services demand. ## Risk owner - Chief Executive Officer ## Strategic KPIs | (1) | (2) | (3) | | --- | --- | --- | | Customer relationships | Services growth | Productivity | | Retain and maximise the relationships with our large corporate and public sector customers over the long term | Lead with and grow our Services | Increase the adjusted operating profit we retain as a proportion of our gross profit | ## Risks ## Failure to manage working capital effectively ## Macroeconomic factors negatively impact our revenue and/or margin ## Potential principal impacts - Financial impact through bad debts, obsolete inventory and/or other working capital movements, and reduced margins - To the extent that we cannot recover cost inflation, there is a risk that we will not meet earnings expectations, which could impact our financial reputation with shareholders and reduce the share price - Inflation and prolonged recession could reduce demand for IT projects and implementation and affect internal utilisation rates of Professional Services employees ## Mitigation - Implementation of debt management best practice, after centralising Europe-wide collection functions at the Budapest Finance Shared Service Center - Group Credit Assessment function using improved and consistent data - Group standard contract terms, with departure only authorised by senior Finance management - Setting of cash and working capital targets monthly and detailed monthly monitoring by Management, including the review of key risk indicators - Inventory management controls and monitoring including an approved authorisation matrix for the purchase of inventory, with more rigid controls when the inventory is purchased without a back-to-back customer order - Minimisation of fixed-cost growth - Careful management of contract margins - More active approach to moving resources offshore --- # **5. People risks** ## **Alert status** Our risk profile has increased, following the departure of our CFO in 2024. ## **Appetite** This succession risk will crystallise and as such the appetite is driven by the strategy and process adopted to identify future replacements for the CED and CFO positions. Our talent acquisition and retention strategy is based on our workforce planning, location strategy, customer demand, business needs and general talent market trends. ## **Risk owners** - Group Chief People Officer - Chief Executive Officer ## **Strategic KPIs** | Customer relationships | Services growth | Productivity | | --- | --- | --- | | Retain and maximise the relationships with our large corporate and public sector customers over the long term | Lead with and grow our Services | Increase the adjusted operating profit we retain as a proportion of our gross profit | ## **Risks** - Failure to recruit, develop and retain the right calibre of employees, particularly in key roles - Inadequate succession planning and management transition, particularly at the most senior levels in the Company ## **Potential principal impacts** - Lack of adequate leadership - Customer dissatisfaction - Financial loss - Contract cancellations - Reputational damage ## **Mitigation** - Succession plan in place for Senior team members - Regular remuneration benchmarking - Incentive plans to aid retention - Investment in management development programmes - Group Talent Acquisition function in core countries, with a clear strategy and focus on talent analytics - Group leadership framework and development structure to strengthen engagement with our leaders and potential leaders - Regular employee surveys to understand and respond to employee issues - Specific diversity projects in place relating to accessibility and wellbeing, life balance, LGBT+ and allies, future talent, focus on women and culture - Consistent performance management processes --- #### Sustainability ## Winning together for our people and our planet Our Purpose is helping our customers change the world, and to support this we build long-term trust with our customers, our partners, our people and our communities. Our Environmental, Social and Governance (ESG) approach, 'winning together for our people and our planet' underpins Our Purpose and is integrated into our business model. The long-term future of our Company, our people and our planet, relies on an enduring commitment to sustainability, making it a fundamental part of how we work day-to-day. Scan the QR code to watch our sustainability video ![img-53.jpeg](img-53.jpeg) #### Highlights in 2024 ![img-54.jpeg](img-54.jpeg) **Top 15%** In TIME's World's Best Companies ranking ![img-55.jpeg](img-55.jpeg) **Top 10%** for environmental impact in TIME's World's Best Companies for Sustainable Growth ![img-56.jpeg](img-56.jpeg) **16th** in Financial Times' Europe's Climate Leaders ranking based on our environmental credentials | People | Planet | Solutions | | --- | --- | --- | | 3,400 | vacancies filled, including 2,500 people recruited from around 115,000 applications | 3.4m | | 426 | people recruited for our Early Careers programmes | 80% | | 32% | of our most senior leaders are women | carbon neutral | | kWh of electricity generated by our own solar farms | 2.4m | items processed through our Circular Services division | | --- | --- | --- | | 80% | of Group energy from renewable resources | 208,000 | | under Scope 1 and Scope 2 for the third year in a row | 902 | tonnes of carbon avoided through reuse of items, including redeployment and remarketing | **902** tonnes of reusable raw materials generated through industrial recycling --- #### **Winning together for our people and our planet** We focus on the areas that are most important to our stakeholders and our business, and where we can make the biggest difference. The strategy has three pillars (people, planet and solutions) and is underpinned by communication, governance, standards and frameworks. Each pillar is owned by a member of the Group Executive Management Team. This creates alignment and accountability across the organisation, helping to engage and empower our people in achieving our sustainability goals. #### **Winning together for our people and our planet** | **People** | **Planet** | **Solutions** | | --- | --- | --- | | Creating positive impact for our people, customers and communities | Ensuring sustainable operations, and delivering our Net Zero 2040 plan | Offering sustainable solutions for our customers | | Executive owner: Sarah Long, Chief People Officer | Executive owner: Flo Siddiqi, Group Development Director | Executive owner: Flo Siddiqi, Group Development Director | | See page 055 | See page 060 | See page 063 | #### **Communication** Sharing our strategy with our stakeholders. **Executive owner:** Flo Siddiqi, Group Development Director #### **Governance** Underpinning accountability, investment planning, compliance and reporting. **Executive owner:** Mike Norris, Chief Executive Officer #### **Standards and frameworks** We align with the standards and frameworks that support our Sustainability Strategy and are important to our stakeholders, including: ![img-57.jpeg](img-57.jpeg) **Find out more about how we align with standards and frameworks here** www.computacenter.com/sustainability --- # **People** Creating positive impact for our people, customers and communities. Our people deliver our competitive advantage and enable us to meet the needs of our customers. To continue to differentiate Computacenter in our markets, we must attract, retain, develop and engage our people, and have designed our people strategy to achieve this. ![img-58.jpeg](img-58.jpeg) ![img-59.jpeg](img-59.jpeg) ![img-60.jpeg](img-60.jpeg) --- ## **Our people strategy** Our people strategy has four pillars: talent acquisition, develop and engage, leadership excellence and organisational effectiveness. This strategy is underpinned by our culture and purpose, our people's experience as employees and our overarching approach to sustainability and governance. Our most recent employee survey had an 81% response rate and showed: - **83%** Sustainable engagement score - **88%** Inclusion score - **91%** Fully support our Values - **90%** Feel properly supported ### **Talent acquisition** We aim to attract the best talent, build a highly engaged, inclusive and ethical workforce, and use our Early Careers programmes to create talent pipelines for the future. ### **Activities and performance in 2024** During the year, we continued to invest in our employee branding to strengthen our market presence and support continued business growth. We also further developed our Future Talent programmes, to align to a Group Early Careers offering comprising graduate recruitment, apprenticeships, student placements and internships. In addition, we continued to invest in our managers' recruitment skills through our Recruiting for Success training, to improve recruitment outcomes and the candidate experience. More than 420 people participated in this training in 2024. ## **Our people** ### Our competitive advantage #### **Our pillars for success** | **Talent acquisition** | **Develop and engage** | **Leadership excellence** | **Organisational effectiveness** | | --- | --- | --- | --- | | **Winning culture and Our Purpose** | | | | | **Employee experience** | | | | | **Sustainability and Governance** | | | | In total, during the year we: - received around 115,000 applications from candidates, up from around 100,000 in 2023, showing our success in attracting talent and that large numbers of people want to work for us; and - filled around 3,400 vacancies across the Group, with around 2,500 people recruited externally (2023: 3,300), including 426 people for our Early Careers programmes (2023: 667). ### **Priorities for 2025** Our priorities for the year ahead are to: - focus on the roles and future skills we want to hire for; - continue to roll out the Recruiting for Success training; and - further improve the hiring experience for both managers and candidates, by introducing new tools, systems and processes (see Organisational Effectiveness on page 058). ### **Develop and engage** This element of our strategy includes our approach to fostering engagement, investing in our people, creating a diverse and inclusive organisation, and promoting wellbeing. ![img-61.jpeg](img-61.jpeg) --- ## Activities and performance in 2024 ## Fostering engagement Highly engaged people deliver better outcomes for our customers. We foster engagement by delivering an excellent employee experience. This includes our approach to reward and recognition, such as our Bravo recognition scheme, which allows our people to recognise each other's contributions and directly aligns reward and recognition with key business initiatives. We also listen to employee feedback and have numerous channels for them to tell us how we can improve our ways of working and our tools and processes. This includes our global employee survey, which we run every two years. In 2024, we: - continued to implement the improvement actions captured by managers in the 2023 employee engagement survey, to improve the employee experience and drive engagement; - rolled out our new Bravo Long Service Award programme across the business; - issued 17,000 individual Bravo recognition awards and 1,625 team awards; and - recognised exceptional performance through our global Bravo programme, which resulted in 101 bronze, 163 silver and 16 gold star award winners. ## Learning and development Computacenter has a learning culture that promotes continuous, career-long development, with learning opportunities that enable our people to reach their potential and provide great service to our customers. In 2024, we established a partnership with a leading global specialist, to provide us with a managed service for our training. This will enable us to focus on our core competencies, while leveraging specialised expertise in skill development. Our employees will benefit from tailored learning programmes that align with their personal development paths, our business goals and our customers' needs. Technical accreditations are a key part of ensuring our people are experts in our technology vendor solutions, so they can apply that expertise for our customers. During the year, our people gained over 2,100 certifications and held over 14,000 between them at the year end [2023: over 13,000]. ## Diversity and inclusion We understand the importance of a culture where everyone feels they belong and can be themselves, and where people are valued, respected, and supported to reach their full potential. Equal opportunity at Computacenter extends to all aspects of the employment relationship, including hiring, promotions, working conditions, compensation and benefits, and is reflected in our people policies and in the decisions we make. During 2024, we ran further cohorts of our Growing Together Programme, for women in mid-level roles who aspire to develop their careers, and our Leading Together Programme, to help senior female leaders recognise and promote their own value and experience, and explore their personal and career development goals. More than 200 women have now completed Growing Together, of which $36 \%$ have been promoted, and nearly 50 have completed Leading Together, with several moving into more senior roles or extending their remit, and the programme receiving a rating of 8.8 out of 10 from attendees. Our other diversity and inclusion initiatives in 2024 included: - rolling out Inclusive Leadership Training across the Group, to ensure broad thinking in hiring practices and increase understanding of inclusion in the workplace; - rolling out updated anti-harassment and discrimination e-learning to all employees in the UK, Ireland and India; and - continuing to develop our Employee Impact Groups (EIGs), to give our people the opportunity to shape and drive sustainable change, with country-specific EIGs focusing on in-country priorities such as ethnic diversity, climate change, gender and wellbeing. Our UK Ethnic Diversity EIG was recognised at the UK Ethnicity Awards as a Top 10 Company Network Group. At the year end, our gender diversity was as follows: | | 2024 | | 2023 | | | --- | --- | --- | --- | --- | | | Women | Men | Women | Men | | Board | 3 | 5 | 3 | 6 | | Senior Managers | 31 | 67 | 27 | 66 | | Other Employees | 5,657 | 14,311 | 5,579 | 14,341 | | Total | 5,691 | 14,383 | 5,609 | 14,413 | We have continued to improve the gender mix within our senior manager roles over the last four years, with the female representation increasing by over $11 \%$ since 2020 to $32 \%$ at the year end 2024. ## Wellbeing Our strategy focuses on physical, mental, financial and social wellbeing, and encompasses immediate support as well as long-term positive and preventative approaches. As part of this we have an Employee Assistance Programme in each country, enabling our people to access specialist wellbeing support. We also continue to equip our people to protect their own wellbeing and that of their teams, for example through training and awareness programmes. During 2024, we: - continued to roll out our Healthy Leadership training programmes for managers, to help them identify signs of individual and team stress and look after their team's wellbeing; and - ran a global awareness campaign and local country activities in support of World Mental Health Day, sharing practical tips on how our people can look after their mental health and wellbeing. ## Priorities for 2025 In the year ahead, we will: - continue to implement the improvement actions identified in the 2023 employee engagement survey, and run our 2025 survey; - continue to leverage our global learning agenda, to develop the skills we need for the future; - support our D\&I work by further developing our EIGs and employee networks, and enhancing our systems to improve our capture and reporting on diversity characteristics; and - implement Headspace, our new global wellbeing offering that takes a holistic approach to improving mental health, including the mental health impacts of physical, social and financial wellbeing. Headspace will be available to our employees and up to five of their friends or family members, to help our people address wellbeing issues in their wider support networks. --- ## Leadership excellence Our leaders are our role models, stewarding our business responsibly and for the long term. Our approach to leadership is underpinned by our values, to help our leaders inspire their teams, foster collaboration and belonging, and lead change. ## Activities and performance in 2024 In addition to the programmes for female leaders and the Inclusive Leadership training described, we continued to review and evolve our Leadership Development Roadmaps, which encompass Aspiring Leaders, Developing Leaders and our flagship Purposeful Leader programme. In 2024, we implemented Power On, which gives us a truly global approach to ensuring current employees and potential recruits are aligned with our culture, values and purpose. Power On has two main offerings, with Core 5 focusing on five essential behaviours for first-line leaders and Core 7 setting out seven behaviours and principles for our leaders of leaders. During 2024, we completed more than 100 Core 5 assessments for development purposes and more than 130 for recruitment, promotion and selection. We also began a Core 7 pilot. ## Priorities for 2025 In 2025, our priorities are to: - introduce Global Together, which builds on the Purposeful Leader programme to help our most senior leaders develop their strategic leadership skills when working across multiple countries; and - continue to roll out and embed Core 5 and Core 7 across the Group, along with further development of our Group Leadership Success Profiles. ## Organisational effectiveness This element of the people strategy supports organisational design and strategic workforce planning, to enable our business growth and ensure our people have the systems, tools, structures and processes they need to do their best work for our customers. ## Activities and performance in 2024 In 2024, we prepared for a significant upgrade to our HR systems, which we will implement in 2025. This will see us move from the SAP SuccessFactors Human Capital Management suite to SAP SuccessFactors Employee Central, a cloud-based HR information system. This will give our people better HR tools and make them all available through a single, global people platform, significantly improving the user experience. ## Priorities for 2025 In 2025, we will: - implement the upgrade to our HR systems infrastructure; - further develop our organisational design and strategic workforce planning; and - continue to optimise our HR processes and systems. ## Our people policies We have a wide range of policies that relate to our people. These include: - our recruitment policies, which ensure we are focused and consistent in our processes to bring people into the organisation, and that we assess their talent objectively and on merit; - our Equality and Respect at Work policies, which underpin our D\&I approach and set out our commitment to zero tolerance of discrimination relating to someone's personal attributes, including race, colour, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, marital status, pregnancy, citizenship, genetic information, socio-economic status, caste, or any other personal characteristic, trait or status that is protected by law; - our talent management policies which, along with our Equality and Respect at Work policies, help ensure that we identify and develop the best talent, regardless of gender, ethnicity, or social background, or any other personal attributes; and - our pay policies which require, for example, annual pay reviews for our people. Our people can raise any concerns in relation to these policies through our in-country grievance processes or in accordance with the Group Speak Up [whistleblowing] policy, using our independent whistleblowing hotline [see page 077]. Any concerns raised are fully investigated, with oversight from the Group Legal and Compliance Director and the Chief People Officer. In 2024, there were no material issues raised that related to our people policies. In addition to the policies listed above, we have policies relating to ethical behaviour, including protecting human rights, which are described on page 059, as well as health and safety [see below]. ## Health and safety Our health and safety policy requires us to reduce or eliminate health and safety risks, as far as reasonably practicable. We do this by identifying and controlling hazards and preventing incidents, particularly those involving personal ill-health, injury or damage to assets. We also investigate near misses, to avoid future incidents. This is an integral part of the efficient operation of the business. Everyone concerned must be aware of their responsibilities for health and safety. All line managers therefore ensure the policy is implemented within their areas of responsibility and employees must take reasonable care of health and safety for themselves and others who may be affected by their acts or omissions. Failure to observe the policy can result in disciplinary action. In addition, we: - aim to continually improve and encourage all employees to set an example; - promote employee participation and consultation on health and safety; - provide the necessary resources in the form of finance, equipment, people and time to implement the policy; and - maintain a legal compliance register, to ensure we fulfil our obligations. --- Our primary performance measures are the Accident Incident Rate (AIR), which is the number of accidents per 1,000 employees, and the Accident Frequency Rate (AFR), which is the number of accidents per 100,000 working hours. We achieved a solid performance in 2024, with reductions in both rates. This was driven by our established Health \& Safety Management System and supported by achieving the ISO45001 Health \& Safety accreditation in the UK. We also remained compliant with all relevant legislation and continued to monitor forthcoming legislation, to assess its relevance to us and our compliance. | | AIR | | AFR | | | --- | --- | --- | --- | --- | | | $\mathbf{2 0 2 4}$ | 2023 | $\mathbf{2 0 2 4}$ | 2023 | | UK | $\mathbf{0 . 9 5}$ | 1.53 | $\mathbf{0 . 1 8}$ | 0.19 | | Germany | $\mathbf{2 . 6 5}$ | 3.83 | $\mathbf{0 . 1 3}$ | 0.31 | | France | $\mathbf{2 . 6 7}$ | 2.92 | $\mathbf{0 . 4 9}$ | 0.54 | We have seen good uptake of our health and safety training, with 2,703 completed courses. Topics covered range from asbestos awareness to manual handling. ## Our community strategy Our strategy for our communities focuses on delivering social value where we can make a difference, so we enable our people to use their passion to create positive and impactful change. We focus our work on the following areas: - inspiring the next generation to follow a career in STEM, through educational outreach and mentoring programmes with schools, universities and charities; - encouraging volunteering, to enable our people to positively contribute to their communities and drive forward our sustainability focus areas; - working with our technology vendors and the wider industry to drive change around topics that are important to our business, our customers and our people; and - giving back, both locally and globally, by working with charities that align to our wider sustainability focus areas. ## Activities and performance in 2024 During 2024, we continued to develop our outreach programmes, which target groups including women, ethnic minorities, people with disabilities, and young people from disadvantaged backgrounds. Our flagship programme is Bright Futures in the UK and we now have similar programmes in seven countries. In total, over 200 employees took part in 2024, providing 1,076 hours of outreach and engaging with 23,485 people. To encourage our people to create social value, we launched our Volunteering policy in the UK, US and Canada. This provides each employee with paid time off to volunteer for activities aligned to our chosen UN SDGs, please see our website: www.computacenter.com/sustainability/ un-sdgs. In 2024, over 50 people took advantage of this opportunity. Community programmes in conjunction with our technology vendors and the wider industry typically include clean-ups, collection drives and auctions to support local charities. We also directly support charity fundraising. During 2024, together with our people, we supported over 40 charities. For examples of our community action and charitable initiatives, please see our website: www.computacenter.com/sustainability ## Priorities for 2025 Our priorities for the year ahead include: - continuing to expand our STEM outreach programme across the Group; and - rolling out the Volunteering policy Group-wide. ## Human rights Our human rights considerations fall into two areas: protecting the rights of our employees and ensuring that we are not complicit in human rights abuses within our supply chain. To help us meet our responsibilities, we have adopted the principles of the leading international standards and conventions on human rights across our business dealings, in particular: - the UN Global Compact (UNGC), which we signed in 2007; - the Universal Declaration of Human Rights; - the UN Guiding Principles on Business and Human Rights; - the UN Conventions on Rights of the Child; and - fundamental conventions of the International Labour Organization. ## Human rights of our employees The human rights of our employees are addressed by our people policies and our understanding of and compliance with local labour laws wherever we do business. This includes our Health and Safety, Respect and Equality at Work policies and our disciplinary and grievances processes. Our Group Ethics Policy also sets out our commitment to observing the highest ethical standards in our business conduct, as these relate to the rights and treatment of individuals. Our people can report any human rights concerns using our independent whistleblowing hotline (see page 077). In 2024, there were no issues raised within the Company that related to human rights breaches. ## Human rights in the supply chain When selecting suppliers, we ensure that our terms of engagement are clear and that they support our Group values and wider sustainability objectives. Onboarding of suppliers for most countries is managed by the Supplier Advisory and Monitoring team. The team uses a standardised onboarding process, which is underpinned by a supplier management platform to drive greater consistency, automation, visibility and risk management. Each supplier self-assesses on several topics, including sustainability issues, and accepts the standards required by key Computacenter policies by agreeing to adhere to our Supplier Code of Conduct. The code of conduct sets out the 10 principles in the UNGC, which include human rights, modern slavery, anti-bribery and corruption, and environmental matters, and requires those in our supply chain to use Safecall to report any concerns. Our Group Speak Up [whistleblowing] policy is also published on our website, to make it easily accessible to anyone within our supply chain. In 2024, there were no issues raised within the Company that related to modern slavery or human trafficking in our supply chain. Computacenter publishes a full Modern Slavery Statement each year and the latest statement can be found on our www.computacenter.com/ en-gb/information/modern-slavery-statement. --- ## Planet We have a long-standing commitment to sustainable operations and take a responsible approach to managing and reducing our direct and indirect environmental impacts. | 2022 | 2032 | 2040 | | --- | --- | --- | | Carbon neutral for Scope 1 and 2 | Near-term Scope 1, 2 and 3 emissions reductions | Net Zero for Scope 1, 2 and 3 | | Achieved | Progress | Progress | ### Computacenter's material environmental impacts are driven by: - **Circular Services** – helping customers make responsible choices in the end-of-life treatment of their IT devices - **Technology Sourcing** – helping customers to source sustainable options for their hardware and software estates - **Technology Sourcing** – emissions, waste and pollution associated with the products we source for our customers ![img-62.jpeg](img-62.jpeg) --- ## 1. Energy and natural resources The energy we use at our facilities and the energy we purchase. ## Our focus areas Increasing the procurement of renewable energy and optimising our water consumption in high-use areas. Expanding our own energy production by identifying new solar panel deployment opportunities. Reducing the energy needed by our infrastructure by making sustainable investments. ## Priority initiatives - Using energy from renewable sources - Continuing to invest in and leverage our own solar farms - Leveraging lower carbon footprint infrastructure ## Policies and outcomes in 2024 Sustainable energy procurement approach During 2024, we have increased our commitment to sourcing energy from renewable sources in eight countries. ## Sustainable Procurement Policy We updated our policy guidelines at the end of 2023, in line with our key metrics and targets. This policy establishes a framework for integrating sustainability principles into our procurement activities. ## Key metrics Renewable electricity see page 074 Electricity generated from our own solar installations see page 074 ## Energy usage In 2024, the Group consumed 9.3m kWh of Scope 1 energy, and 37.1m kWh of Scope 2 energy. Of this, the UK business consumed 3.2m kWh of Scope 1 energy, and 17m kWh of Scope 2 energy. In 2023, the Group consumed 9m kWh of Scope 1 energy (United Kingdom operations: 1.96m kWh), and 40.5 m kWh of Scope 2 energy (United Kingdom operations: 17.5 m kWh ). We benefit from electricity generation from our solar panel installations in Hatfield, United Kingdom, Kerpen, Germany, Livermore, California, and most recently, Moordrecht, Netherlands. In total we have the capacity to generate over 4.4 m kWh of our own electricity, avoiding up to 2,324 tonnes of annual $\mathrm{CO}_{2} \mathrm{e}$. In addition to generating our own electricity, we source renewable energy for our operations in multiple countries, including across Europe and the US. In total, we consumed 29 m kWh of renewable energy in 2024, of which 16.8 m kWh was consumed in the UK. ## 2. Travel and operations Our business travel, commuting, IT operations, capital goods and downstream transportation. ## Our focus areas Pursuing our transition to a hybrid and electric fleet. Using our business travel carbon levy to help reduce our impact, and using the funds generated to support our sustainability initiatives. Reducing waste generation and diverting waste from disposal through recycling and treatment. ## Priority initiatives - Optimising the carbon travel levy to drive sustainable business travel and support environmental initiatives - Maximising the environmental benefits of collaboration technology and hybrid working models - Reducing the number of internal combustion engine vehicles in our UK fleet ## Policies and outcomes in 2024 Internal carbon travel levy Our carbon travel levy applies a carbon charge to business-related travel. This helps our people consider the environmental impact of their travel, and is supported by collaboration technologies in key locations - such as our new broadcast studio in Hatfield, UK. ## Vehicle provision policy The objective of this policy is to set out the responsibilities of the company, management and individual employees with respect to company vehicles. We increased the percentage of non-internal combustion engines (ICE) vehicles in our fleet. ## Key metrics Fleet electrification see page 074 ## Leased vehicles We apply a financial control boundary for GHG emissions reporting, meaning leased vehicles are recognised as assets under IFRS 16. While this may typically place their emissions under Scope 1, we do not have operational control over vehicle maintenance or servicing. As a result, and in line with GHG Protocol guidance, we classify their emissions under Scope 3 while acknowledging their financial recognition on our balance sheet. --- ## 3. VAR supply chain Our purchased and resold products and services, use and end-of-life treatment of sold products, and upstream transportation ## Our focus areas Understanding our vendor sustainability roadmaps and incorporating them into our Sustainability Strategy. Refining our packaging and transportation strategy, to reduce the emissions related to our own logistics. Automating the way we provide emission information to our customers, to help inform their purchasing decisions. ## Priority initiatives - Understanding key technology vendor Net Zero plans and establishing joint sustainability initiatives where applicable - Driving customer engagement and transparency, to encourage sustainable sourcing decisions - Leveraging our international infrastructure, to deliver low-carbon offerings to our customers - Maximising the use of our Circular Services capabilities, to help our customers manage the end-of-life treatment of their IT estates ## Policies and outcomes in 2024 ## Supplier Code of Conduct Our Code of Conduct sets out our expectations for suppliers to be environmentally responsible. ## Supplier onboarding and management We continued to utilise our One Trust Supplier Management system for onboarding new suppliers. This system enables us to manage supply chain risk in accordance with our policies. ## Key metrics VAR strategic supply chain partners with an SBTI-aligned Net Zero target. See page 074 Devices recovered through our Circular Services division. See page 074 ## Materials usage and waste Materials include the packaging we use in our Integration Centers and the packaging our technology vendors use when transporting goods to us. This category also includes items we mail and our use of single-use plastics. Initiatives to drive efficient material use and minimise landfill are part of our Responsible Operations Strategy. Nearly all plastic bags are now either retained to be re-used or separated and collected for dedicated plastics recycling. We send as little waste as possible to landfill and closely monitor recycling performance for materials such as plastics, paper and cardboard. ## Environmental policy and management The Group has an environmental policy, which we enact through an Environmental Management System (EMS) certified to International Management standard 85 EN ISO 14001:2015. The environmental policy requires us to identify our significant environmental impacts and provides the framework for setting targets and objectives. It is supported by a manual that sets out the roles and responsibilities and actions we undertake with respect to our environmental policy, including our approach to due diligence. The due diligence process addresses direct and indirect environmental aspects: - Direct aspects are those that we can control and can be expected to influence. - Indirect aspects are those where we are one of many stakeholders and may not have the ability to influence. For each environmental aspect we identify, we make an objective and systematic evaluation of its significance, assessing it against criteria rated according to their perceived severity of impact - the higher the impact the greater the rating. Our Environmental Aspect Significance Procedure sets out how we assess and determine our environmental aspects, and the Site Profiles Procedure describes how each of the sites is assessed. We record the results of these due diligence assessments in the Register of Environmental Impacts. The environmental management of suppliers and contractors is set out within our Management System Vendor Assessment Procedure. We check suppliers of waste and recycling services to ensure that we only use those with permits and licences appropriate to the work. Where necessary, we may conduct an environmental audit of suppliers which could have a significant impact on our activities. The communication of identified environmental issues is governed by our procedure for internal and external communications. There were no recorded breaches of the policy in 2024. Computacenter UK is registered as a distributor of product via the compliance company Paperpak, ensuring we have fully complied with packaging waste regulations since 2000. Computacenter complies with the Energy Savings Opportunity Scheme (ESOS) by submitting its energy report each year. --- # Solutions Offering sustainable solutions for our customers. Sustainability relies on collaboration up and down the value chain. Our customers trust us to be a responsible business, and they rely on our technology and services expertise to help them achieve their own sustainability goals. We categorise our sustainable solutions into three main areas: **Circular Services**, **Technology Advisory**, and **Technology Lifecycle**. ![img-63.jpeg](img-63.jpeg) ![img-64.jpeg](img-64.jpeg) --- ## Circular Services In a traditional linear economy, goods are made, used and then disposed of. The circular economy means that we keep resources in use for as long as possible, extract the maximum value from them while they are in use and then recover and regenerate products and materials at the end of each service life. Our UK subsidiary RDC has been offering circular services in the technology industry for over 30 years. In 2023 we made the decision to integrate RDC's Circular Services offering into the core Computacenter portfolio as a separate business division and to incorporate elements of Circular Services that we already have in different regions into this division. We currently provide these services to customers in over 40 countries, and we are investing to build further in-house capability in the US and Europe as needed, and to broaden our Circular Services coverage to the $70+$ countries that we offer our other services in today. ## Our new offering has three components: Redeployment - where we collect a customer's device that is no longer needed in its current setting and redeploy it into the same customer, either in a similar setting or to be used for a new purpose. We redeployed approximately 186,000 items in 2024 through Circular Services. Remarketing - where a customer has finished using a device, but it still has a use in another market. When we remarket, we make sure the device is data cleansed and has a residual value. Any proceeds from the sale of a device into another market are returned to the customer for reinvestment. We remarketed over 1.3 m items for our customers in 2024. Recycling - probably the most familiar of these types of activity. We recycle when a device no longer has a useful life or resale value. When we recycle, the device is broken down to extract materials that can be reused, with the unusable materials then being responsibly disposed. We recycled approximately 880,000 items in 2024. When we redeploy, remarket or recycle a device, we are reducing the environmental impact that would have occurred in manufacturing a new one, which enables us to calculate and report the carbon avoidance for our customers. By significantly scaling our Circular Services business we believe we can make a positive impact on the environment faster. ## Last year, we announced a new target: to recover a device for every device we sell Recovery means redeployment, remarketing or recycling through Circular Services. Devices include PCs, monitors, printers, switches, routers and servers. Device is a subcategory of items. In 2024, we increased the number of recovered devices to approximately 895,000, while we sold approximately 3.5 m new devices. ## Technology Advisory As one of the world's largest VARs, we work closely with our technology vendors to understand their sustainability strategies and help our customers to make informed decisions. ## Selection of the most sustainable technology products We make available the Electronic Product Environmental Assessment Tool (EPEAT) and EnergyStar energy usage ratings for the products we supply to our customers and identify other sustainability metrics that help to contribute to each customer's specific goals. We also work with customers to help quantify the carbon footprint of their existing IT estate, enabling them to understand and address the environmental impact as part of future change initiatives. ## Sustainable supply chain options We are the VAR with what we believe to be the best international capability in the world, and this allows us to help both our customers and technology vendors to leverage our Integration Centers in different regions for local supply rather than export, where possible. We still have work to do with both our customers and technology vendors to further minimise the need for export solutions, and we continue to build the local capabilities to support this objective. ## Technology Lifecycle By combining our Service Lines (Technology Sourcing, Professional Services and Managed Services) with Circular Services, we are in a strong position to help customers throughout the technology lifecycle: inform, procure, deploy, support and recover. ## Ways of working for people Technology creates new ways of working for our customers. We provide workstyle analysis to support the design of optimum solutions, which include the use of our Tech Centers and secure locker collection to minimise travel, logistics and field force deployment. These approaches can all contribute to a sustainable hybrid working strategy and reduce the environmental impact of IT service support. ## Sustainable deployment We offer a range of services to allow customers to deploy technology with the minimum environmental impact. These include our trolley and flight case services, used to deploy at scale in offices but remove packaging from technology (laptops, network devices and servers) at our Integration Centers. These services increase efficiency, reduce local engineering effort, and provide environmentally friendly waste disposal at scale. ## Asset management Using our SmartHub platform, we provide customers with better data about their assets including length of life, configuration and update status. This information enables customers to make more-informed choices about redeployment and replacement, helping to extend the usable life of assets. --- # Task Force on Climate-Related Financial Disclosures The following statement sets out Computacenter's approach to climate change, including the risks and opportunities, the potential impact on our business, and the mitigations and actions we have taken and will take to respond. We have made disclosures consistent with the TCFD's recommendations and recommended disclosures. We have included improvement areas in our programme of ESG reporting readiness, which is overseen by our Group Sustainability team. We have also included further climate-related disclosures in the Sustainability section on page 053. In preparing this statement, we have considered the following documents: 1. TCFD Final Report and TCFD Annex; 2. TCFD Technical Supplement on the Use of Scenario Analysis; 3. TCFD Guidance on Risk Management Integration and Disclosure; 4. TCFD Guidance on Scenario Analysis for Non-Financial Companies; and 5. TCFD Guidance on Metrics, Targets and Transition Plans. | TCFD Theme | Recommended disclosures | Alignment 2024 | Improvement areas | | --- | --- | --- | --- | | **Governance** | | | | | Disclose the organisation's governance around climate-related issues and opportunities. | A: Describe the Board's oversight of climate-related risks and opportunities. B: Describe management's role in assessing and managing climate-related risks and opportunities. | | There is an opportunity to provide greater detail about the processes used by the Board and Board Committees in considering climate-related issues. | | See page 066 | | | | | **Strategy** | | | | | Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's business, strategy and financial planning where such information is material. | A: Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. B: Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy, and financial planning. C: Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. | | We currently focus financial disclosure on principal risks only. Further transparency of the financial impact of all risks and opportunities is under review. | | See page 068 | | | | | **Risk management** | | | | | Disclose how the organisation identifies, assesses and manages climate-related risks. | A: Describe the organisation's processes for identifying and assessing climate-related risks. B: Describe the organisation's processes for managing climate-related risks. C: Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk management. | | We have taken a high-level approach to climate change scenario analysis. This could be refined to support more detailed disclosures in future. | | See page 073 | | | | | **Metrics and targets** | | | | | Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. | A: Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. B: Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks. C: Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. | | There is an opportunity to clearly articulate the amount or extent of assets or business activities impacted by transitional and physical risks. We are working towards disclosing our Scope 3 emissions metrics. | | See page 073 | | | | --- #### Governance #### The Board's oversight of climate-related risks and opportunities The overall governance structure for climate-related risks and opportunities is the same as for any of Computacenter's other key risks and opportunities page 046, with the Board having overall responsibility for managing risks and opportunities. #### Relevant experience Two of our Independent Non-Executive Directors have current or prior experience of chairing and participating in ESG committees, as well as participating in climate-related risk management oversight in a variety of sectoral settings. ![img-65.jpeg](img-65.jpeg) #### The Board's role in assessing and managing climate-related risks and opportunities - Overall responsibility for managing risks and responsibilities. - Reviews and approves the Sustainability Strategy and climate-related targets, performance, and priorities. - Considers climate-related matters in strategic planning, overseeing expenditures, and performance objective setting. - Reviews material climate-related actions and metrics, and reviews performance against targets, including emissions reduction targets. #### 2024 activities - Reviewed the Circular Services target and assessed performance against it. - Reviewed forthcoming EU regulatory obligations and approved the scope and approach for the readiness programme. - Reviewed and responded to the climate-related Double Materiality Assessment results and alignment to EU Taxonomy, providing guidance for gap analysis and priorities for reporting assurance. - Considered 2024–25 priorities to meet evolving customer needs. - Remuneration Committee reviewed the sustainability criteria in the variable remuneration plan. --- #### **Management's role in assessing and managing climate-related risks and opportunities** The Board delegates specific climate-change matters to our Management and subcommittees: #### **Management** - Oversees non-financial disclosures, including climate-related disclosures. - Assesses climate-related risks, both physical and transitional, that could impact operations, financial performance, or reputation. - Monitors regulatory developments and ratifies alignment planning activities. - Collaborates with other committees to ensure oversight of climate-related issues. #### **2024 activities** - Reviewed the Sustainability Strategy and associated targets. - Discussed and reviewed the 2023 and 2024 Travel Levy approach. - Provided support and sponsorship for the Double Materiality Assessment. #### **Audit Committee** - Ratifies and approves climate-related targets and investments. - Considers climate-related issues in business plans, and material programmes of work. - Provides data to support climate-related metric measurements. - Implements climate-related actions and policies. - Discusses material climate-related actions and policies with the Board. #### **2024 activities** - Reviewed the company's TIFD climate risk analysis to responsibilities and provided feedback on the disclosures. - Approved the updated scoring framework for TES and climate-related risks, opportunity, and impact assessment. #### **Climate Change Committee** - Monitors climate-related regulation and assesses the impact on the Conquacenter. - Reviews climate-related risks and opportunities. - Develops risk management strategies to manage, mitigate, accept, or defer climate-related risks, including making recommendations to Management for investment. - Establishes and reviews climate-related targets, metrics, actions, and policies. - Communicates climate-related initiatives and achievements to the Sustainability Communications function. #### **2024 activities** - Conducted reviews of climate-related regulations, including reporting standards and not until and the 10th anniversary. - Reviewed climate-related risks and opportunities by analyzing industry trends, peer activities, and market shifts. - Communicated to Sustainability Champions to share updates on key climate-related initiatives, including progress on emissions calculation and reduction. - Reviewed the TIFD disclosures. #### **The Climate Change Committee** The Group Development Director chairs the Climate Change Committee, which includes the Head of Facilities, the Managing Director Circular Services, the Head of Insurance, as well as representatives from Group Service Lines, Human Resources, and the Group Sustainability Team. Regional representatives attend as required. Each representative is responsible for considering climate-related risks, opportunities, and impacts with respect to their divisional strategy and objectives, and for providing associated metrics to support decision-making and measure progress. The Climate Change Committee members are also responsible for ensuring policies and action plans are cascaded to relevant business stakeholders. #### **Sustainability Champions** We have established a network of Sustainability Champions in each of our key countries. They help to communicate and advocate for our Sustainability Strategy, identify risks and opportunities, and embed climate-related matters into local activities. We have also established a Group Sustainability Team, led by our Group Development Director, which focuses primarily on driving our Sustainable Operations Strategy, which underpins our climate-related activity and Net Zero transition plan. The Group Sustainability Team also supports other departments to develop their strategies in line with our sustainability objectives, and to measure and report on key performance indicators. --- ## Strategy Climate change is a global threat and a challenge shared by all. We have therefore committed to becoming Net Zero by 2040 or sooner, with our $1.5^{\circ} \mathrm{C}$ aligned near-term, long-term and Net Zero targets validated by the Science Based Targets initiative (SBTi) in June 2023. Managing climate-related risks and opportunities underpins our commitments and helps to ensure that we deliver on our promises and our strategy. ## More information about our Net Zero commitments can be found in the metrics and targets section. See page 073 ## Climate-related risks and opportunities over the short, medium and long term We recognise the potential impacts on our business, including those associated with the transition to a low-carbon economy and the physical effects of climate change. We have identified a variety of risks and opportunities that fall across the short, medium and long term. In 2024, we updated our time horizons to reflect those set out in the European Sustainability Reporting Standards. | Short term | $0-1$ years | | --- | --- | | Medium term | $1-5$ years | | Long term | $5+$ years | These time horizons also align with our strategic planning approach. We use our risk management and control framework for assessing and identifying all principal risks, including climate-related risks. The Group Sustainability Team performs its own risk and opportunity assessment, which is fed into the Group Operating Business Risk Assessment process (GOBRA) alongside risks from managers across the business. ## Risk framework See page 046 Climate scenarios See page 072 We used the TCFD risk framework to consider the potential regulatory, market, physical and reputational risks, and product and service opportunities. Our risk and opportunity scoring framework ensures each risk or opportunity is objectively scored on the basis of financial materiality (rating 1-6, with 6 being the threshold for a principal risk) and likelihood (also rating 1-6, with 1 being remote and 6 being expected). The scoring uses financial scenarios rather than forecasts and we estimate impacts without accounting for any risk management or adaptation actions that we might take. We review and assess risks on an ongoing basis and formally once per year. Our risk management framework details the controls we have in place for principal risks, including who is responsible for managing both the overall risk and the individual controls mitigating it. There are currently no climate-related risks that are principal risks. ## Links to our strategy ## Focus on our target market customers ## Build Service Line scale and competitive advantage Empower our people ## Transitional risk: ## Climate-related levies Policy \& Legal Time horizon (years) | | | $5+$ | | --- | --- | --- | | Climate scenarios | | | | | Likelihood | Impact | | Below $2^{\circ} \mathrm{C}$ | | | | $4^{\circ} \mathrm{C}$ | | | ## Risk We may face an increased cost of climate-related levies, or increased pricing of greenhouse gas (GHG) emissions. ## Service line or location impact This risk will have a broad-reaching impact across the entire business. ## Mitigation We monitor climate-related levies and resource pricing through our Climate Change Committee. We have invested in our own energy generation solutions at key Integration Center locations. ## Link to our strategy --- | Strategic Report | Governance | Financial Statements | Glossary | | --- | --- | --- | --- | | Task Force on Climate-Related Financial Disclosures continued | | | | ### Transitional risk: | Increased and inconsistent regulatory burden | Increased and inconsistent stakeholder expectations | Increased cost of energy | | | | --- | --- | --- | --- | --- | | Policy & Legal | | | | | | Time horizon (years) | | | | | | | 5+ | 5+ | | | | Climate scenarios | | | | | | Likelihood | Impact | Likelihood | Impact | | | Below 2°C | | | | | | 4°C | | | | | | 5+ | | | | | | Risk | | | | | | Operating in an increasingly burdensome regulatory environment, Computacenter faces an increased ESG regulatory burden, which can lead to higher compliance costs and resource allocation, and the risk of legal penalties and reputational damage if requirements are not met. | | | | | | Stakeholder expectation are driven by regional and market pressures. Operating on an international basis potentially exposes us to conflicting stakeholder pressures, which could lead to us being unable to meet our obligations effectively. | | | | | | National climate adaptation measures may lead to increases in the cost of power, particularly green energy from renewable sources. | | | | | | National climate adaptation measures may lead to increases in the cost of power, particularly green energy from renewable sources. | | | | | | Service line or location impact | | | | | | This risk will impact the entire business. | | | | | | This risk will impact the entire business. | | | | | | Mitigation | | | | | | We perform horizon scanning to monitor evolving and emerging regulation in the countries in which we operate, with regulatory obligations being managed centrally to maximise efficiency. Expert third parties support and assure our approach. | | | | | | We are active in our partner and customer communities, working closely to understand stakeholder demands and local, regional and industry pressures that drive ESG expectations. This is fed into the Group Sustainability Team to drive continued evolution of our Sustainability Strategy and alignment to stakeholder goals. | | | | | | We have an established programme of investment in our own solar power generation capabilities, which helps to mitigate the risk of rising or fluctuating electricity pricing, in addition to actively reviewing our consumption across our estate. | | | | | | Link to our strategy | | | | | ### Physical risk: | Extreme weather conditions and their effect on our supply chain | | | | --- | --- | --- | | 5+ | | | | 5+ | | | | 5+ | | | | 5+ | | | | 5+ | | | | 5+ | | | | Likelihood | Impact | | --- | --- | | Below 2°C | 5 | | 4°C | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | Below 2°C | 5 | | 4°C | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | Below 2°C | 5 | | 4°C | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | Below 2°C | 5 | | 4°C | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | Below 2°C | 5 | | 4°C | 5 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| --- | --- | | 5 | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | 5 | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | 5 | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | 5 | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | 5 | 5 | | 5+ | 5 | | Likelihood | Impact | | --- | --- | | 5 | 5 | | 5+ | 5 | **Computacenter plc** Annual Report and Accounts 2024 069 --- | Strategic Report | Governance | Financial Statements | Glossary | | --- | --- | --- | --- | | Task Force on Climate-Related Financial Disclosures continued | | | | ## **Physical risk:** | Extreme weather conditions and their effect on our operations | Higher temperatures and their effect on our people | Higher temperatures and their effect on critical infrastructure | Water scarcity and its effect on our supply chain | | --- | --- | --- | --- | | **Time horizon (years)** | | | | | 1–5 | 5+ | 5+ | 1–5 | | **Climate scenarios** | | | | | Likelihood | Impact | Likelihood | Impact | | Below 2°C | | Below 2°C | | | 4°C | | 4°C | | | **Risk** | | | | | Isolated extreme weather events may cause business disruptions such as travel restrictions, potential losses, and operational downtime. | Higher temperatures may lead to greater heat-related illness among employees, leading to greater management effort, increased focus on wellbeing initiatives, and potential service degradation. | Higher summer temperatures and rapid changes in temperature and humidity may cause challenges for data center cooling, which could disrupt key business and customer services. | In some water-stressed regions where semiconductors are produced, droughts can disrupt manufacturing, leading to supply chain issues for us. This can result in financial losses due to an inability to meet demand. | | **Service line or location impact** | | | | | This risk will impact the entire business. | Offshore locations such as India, South Africa, Mexico and Malaysia are most likely to be affected. | This risk will chiefly impact our data centers in Germany and North America. | This risk will chiefly impact our Technology Sourcing Service Line. | | **Mitigation** | | | | | We have established a strong remote-working capability, with a blended service delivery model that enables us to deliver consistent services from on-, near- and off-shore Service Centers. This is underpinned by robust and consistent scale infrastructure. | Our blended service delivery model enables us to deliver consistent services from on-, near- and off-shore Service Centers. Our people strategy and focus on well-being will provide mitigating training and support for affected personnel. | Our investment approach to leveraging cloud-based solutions from leading global suppliers will mitigate our reliance on high-risk facilities and locations. | We create scale through building partnerships with the world's leading technology vendors. Our vendor-agnostic approach enables us to source from different suppliers, helping to mitigate the supply risk. Services such as bill and hold enable us to hold stock for customers. | | **Link to our strategy** | | | | ![img-66.jpeg](img-66.jpeg) --- #### **Physical risk:** | Insurance costs for natural disasters | Wildfire and flooding | | --- | --- | | Time horizon (years) | | | | 5+ | | Climate scenarios | | | Likelihood | Impact | | Below 2°C | 2 | | 4°C | 3 | | Risk | | | Increased prevalence of climate-related natural disasters may lead to increased insurance costs. | The physical risks of climate change, such as wildfires and flooding in offshore sites, can damage our facilities and cause supply chain disruptions, potential losses, and operational downtime. | | Service line or location impact | | | Offshore locations such as India, South Africa, Mexico and Malaysia are most likely to be affected. | This risk will chiefly impact our locations in Germany, the UK, North America and India. | | Mitigation | | | Our location strategy will continue to consider the environmental risks associated with our premises. | Our location strategy considers ESG risk to minimise disruption at a local level. This is supported by our blended delivery model, which facilitates the transfer of services between locations with minimised impact to our business and customers. | | Link to our strategy | | #### **Opportunity:** **Increased demand for sustainable services, particularly Circular Services** | Time horizon (years) | | | --- | --- | | | 5+ | | Climate scenarios | | | Likelihood | Impact | | Below 2°C | 3 | | 4°C | 3 | | Opportunity | | | We have an established Circular Services capability which is a focus of investment and expansion. This service enables customers to achieve their sustainability ambitions. | | | This is underpinned by our ability to supply technology products locally in multiple regions (the UK, EU, North America and APAC) which helps large international customers to reduce shipment costs and the associated carbon footprint. This international coverage will also increase our resilience and help us provide greater value chain resilience to our customers. | | | Our existing strength as one of the world's most international and Services-led VMRs give us the opportunity to establish a leadership position in helping both customers and technology vendors to achieve their sustainability goals. | | #### **Service line or location impact** This opportunity will impact all three of our Service Lines. #### **Actions** We have established an ambitious Circular Services target, which is supported by our expansion of capabilities across our Group delivery locations. Our investments in technology sourcing infrastructure, including the deployment and integration of platforms globally, enables us to provide consistent services across all of our Integration Centers, working with leading technology vendors across all aspects of technology infrastructure. #### **Link to our strategy** ![img-67.jpeg](img-67.jpeg) --- ## Climate-related scenarios and strategy resilience We have undertaken high-level scenario analysis to help us understand the implications of possible climate pathways for our business and strategy resilience. We are reviewing our scenario analysis approach as part of our broader ESG disclosure readiness activities, with plans to improve our approach. Using information taken from the UN's Intergovernmental Panel on Climate Change (IPCC), we have considered the potential impacts of climate change on our business if average global temperatures were to rise by up to $2^{\circ} \mathrm{C}$ and $4^{\circ} \mathrm{C}$ above pre-industrial levels by 2100 . We considered the impact on short-, medium- and long-term bases, and assessed our risks and opportunities in the context of these scenarios. The scenarios we have chosen reflect the TCFD requirement for a $2^{\circ} \mathrm{C}$ or lower scenario and a higher-carbon scenario. They indicate that transition risks, and physical risks in particular become more material in a higher-carbon scenario. ## Transition risk - legal and policy, and reputation risk Particularly in a scenario where we move towards a low-carbon economy, we face increasing compliance requirements as well as pressure from business stakeholders and market initiatives related to sustainability reporting. As reporting requirements expand and customer demand increases, we could face increased costs to meet the range of expectations in the markets in which we operate. Failure to comply with the broad range of disclosure obligations could carry financial penalties or harm our reputation. We undertake horizon scanning to understand the regulatory landscape in the countries in which we operate, and use a centralised approach to compliance to realise the synergies between requirements. We also work within our value chain communities and with our customers to understand demands and pressures, anticipate future needs, and align transition plans both up and downstream. ## Physical risk - acute and chronic risk to our supply chain and operations Significant changes in weather patterns in the medium to long term, both acute and chronic, could result in interruptions to our technology vendors' ability to manufacture and distribute on a timely basis, and could cause damage to our service delivery locations, including our Service Centers, Integration Centers and Data Centers, affecting our ability to run an uninterrupted service for our customers. Most of our technology vendors are substantial international businesses with the size, resilience, technological capability, and investment capacity to mitigate the future risk of climate-related damage to their manufacturing and distribution process. We work with multiple technology vendors, which mitigates against one organisation, area or region being impacted by extreme weather. We carry out a physical assessment of our service delivery locations across the globe as part of our insurance risk assessment process and retain the services of one of the foremost global engineering and risk-based insurers. We have business contingency planning, so we can move our service delivery to alternative locations with minimal impact to service levels. None of our service delivery locations are at material risk of flooding from rivers or sea level rises, from wind or from wildfires. Like many organisations, we have reduced our reliance on physical offices, a model proven successful during the Covid-19 pandemic. ## Impact of climate-related risks and opportunities on strategy and financial planning Any physical or transitional climate-related risk which disturbs the equilibrium of our value chain could impact the execution of our strategy, our levels of customer service and satisfaction, and ultimately our financial performance. While we do not recognise climate change as a principal risk to the business, we do recognise that sustainability is important throughout the value chain and critical to our strategy and in our planning (also see section 172 statement on page 078. - Products and services: our integrated portfolio is leveraged by customers to help them to achieve their goals. We invest in developing service outcomes that align with the key market trends including sustainability, such as scaling our Circular Services capabilities to help customers realise the environmental benefits of reuse and recycling. Our portfolio development activity considers sustainability as an input to the financial planning stage. - Supply chain: our strategic partner planning includes alignment of Net Zero transition plan activities and other sustainable operations goals. Our supplier due diligence and supplier management processes consider environmental impact. - Operations and location strategy: we build scale and resilience in our infrastructure, helping address the needs of our customers both locally and globally. We consider climate-related risk and opportunity as part of our operational investment planning, driving infrastructure investments including our ongoing programme of solar array installations, facilities upgrades and location planning. We have a Sustainable Operations Strategy to drive our transition to a low-carbon economy, setting out the activities we will undertake to reduce GHG emissions in our operations and value chain to achieve our Net Zero targets (see page 062). --- ## Risk management ## Processes for identifying and assessing climaterelated risks ## Our risk framework See page 046 The process for identifying and assessing climaterelated risks follows our GOBRA process, supplemented by activities undertaken by our Group Sustainability team and validated by the Climate Change Committee. As with all other risks, risks are identified from a top-down and bottom-up basis from management and business unit risk owners, along with subject matter experts. In 2024, we undertook a Group Double Materiality Assessment, which identified impacts, risks and opportunities relating to climate change, alongside other sustainability topics. This work also formed part of our preparation for compliance with existing and emerging disclosure obligations including the Corporate Sustainability Reporting Directive (CSRD) and adoption of the International Sustainability Standards Board's (ISSB) International Financial Reporting Standards (IFRS) disclosure requirements in the UK. As part of this assessment, stakeholder engagement from across the value chain - including our own subject matter experts, supply chain representatives, employee and community representatives, customers and investors - helped to identify key topics and risks. We used a comprehensive scoring framework to assess those risks and determine those that are material to both us and our stakeholders. We determined our materiality thresholds and used them consistently to establish a holistic view of our risk and opportunity landscape. Our double materiality assessment used our existing risk classification assessment, and the inputs and outputs are aligned to the GOBRA process. ## Processes for managing climate-related risks as part of our overall risk management approach The process for climate-related risks is the same as the process for managing other business risks, forming part of the Group risk management programme that has been developed and is monitored by the Group Risk Committee. The Climate Change Committee is responsible for setting the risk management strategy for climaterelated risks, and the risks are managed by the team relevant to where the risk resides. For example, climate risks in relation to facilities are owned by the Group Facilities function and managed by the local Facilities Manager. These teams are supported where required by the Group Sustainability Team. We have integrated the processes for identifying, assessing and managing climate-related risks into our overall risk management process by: - using the Group risk framework and taxonomy for identifying, recording and assessing risks; - setting risk management strategies at the Climate Change Committee to ensure alignment to targets and commitments; - managing risks in accordance with the Group risk management programme; and - reviewing and reporting climate-related risks annually. ## Metrics and targets ## Metrics used to assess climate-related risks and opportunities In establishing the metrics, we have considered the TCFD guidance on Metrics, Targets and Action Plans. We have also considered the SASB's industry-specific metrics for the Software and IT Services industry. We use several operational metrics to inform our climate risk strategy and measure our progress. Our Net Zero journey is the primary indicator for determining how effectively we are responding to all of the climate-related risks and opportunities outlined above. See operational metrics on page 074. ## Remuneration For the year ended 31 December 2024, the discretionary bonuses of the Chief Executive Officer and the Group Development Director were linked to climate-related change management and communication. Additionally, 50\% of the management team members have a target aligned to our Sustainability goals. ## Capital deployment We do not have targets in relation to capital deployment, but we continue to make expenditure necessary to meet our commitments in terms of climate change: - During the period 2018-2023, we invested $£ 2 \mathrm{~m}$ in solar panels, and we now have solar installations at Integration Centers in the United Kingdom, Germany, the Netherland and the United States to support the reduction of Scope 2 emissions and help to mitigate the transition risk relating to rising energy costs. - In 2024, we purchased renewable electricity at an incremental cost of $£ 200,000$, resulting in corresponding emissions reductions of 13,671 $\mathrm{tCO}_{2} \mathrm{e}$. In 2023, the incremental cost for green energy was circa $£ 200,000$, with corresponding emissions reductions of over $11,000 \mathrm{tCO}_{2} \mathrm{e}$. ## Targets used to manage climate-related risks and opportunities, and performance against targets. ## Net Zero targets Computacenter became Carbon Neutral for Scope 1 and Scope 2 emissions in 2022. We have established near-term, long-term and Net Zero targets. Our SBTi-approved targets are: - Near-term targets - we have committed to reduce absolute Scope 1 and 2 GHG emissions by $82.1 \%$ by 2032 from a 2019 base year, and to reduce absolute Scope 3 GHG emissions from purchased goods and services, capital goods, fuel and energy related activities, upstream transportation and distribution, waste generated in operations, business travel, employee commuting and upstream leased assets by $50.4 \%$ by 2032 from a 2021 base year. - Long-term targets - we have committed to reduce absolute Scope 1 and 2 GHG emissions by $90 \%$ by 2040 from a 2019 base year, and to reduce absolute Scope 3 GHG emissions by $90 \%$ by 2040 from a 2021 base year. - Overall Net Zero target - we have committed to reach Net Zero GHG emissions across the value chain by 2040. These targets were approved by SBTi in June 2023. --- #### **Operational metrics** | | Related transition risks and opportunities | 2022 | 2023 | 2024 | | --- | --- | --- | --- | --- | | Renewable electricity As a % of total electricity consumed | Policy & Legal | >78% | >75% | 80% | | Electricity generated from our own solar installations kWh per annum | Market | >3m | >2.5m | >3.4m | | VAR strategic supply chain partners with an SBTi-aligned Net Zero target As a % of all strategic supply chain partners | Reputation | — | — | 43% | | Fleet electrification % of UK non-ICE vehicles | Policy & Legal | 64% | 78% | 96% | | Devices recovered through our Circular Services division Total devices as described on page 064 | Products and Services | — | 775,000 | 895,000 | The SBTi requires that science-based targets are recalculated to reflect material changes in climate science and business context, to ensure their continued relevance. The SBTi stipulates that targets shall be reviewed, and if necessary, recalculated and revalidated at least every five years. Our emissions recalculation process documents how and when we will restate or recalculate our data and targets, and this is overseen by our Climate Change Committee. We review our GHG inventory on an annual basis and will restate our data and/or recalculate our science-based targets when required, to reflect significant changes to our Company structure, methodology changes or errors. We define a significant change as one that has driven a cumulative increase or decrease in emissions in a particular Scope of greater than 5.0% of previously reported numbers. Where we perform a restatement or recalculation, we will clearly describe it in our annual reporting. Our commitment to the SBTi, along with other disclosures such as the Carbon Disclosure Project (CDP), reflect our investment in robust processes, procedures and controls to support climate-related reporting. #### **Definitions** Carbon neutral: means no net release of GHG emissions to the atmosphere, achieved first through continual emissions reduction, followed by offsetting through GHG avoidance schemes (applies to Scopes 1 and 2). Net Zero: achieved through deep decarbonisation (at least 90% reduction from the baseline) of the value chain and own operations, followed by neutralisation of residual GHG emissions through permanent removal and storage. Scope 1 includes combustion of fuel and refrigerants loss. Scope 2 is reported using the market-based methodology and includes electricity, heat, steam and cooling purchased for our own use. The Group's UK operations accounted for (i) 38% of the Group's Scope 1 carbon emissions (732 tonnes), and 3.0% of the Group's Scope 2 carbon emissions (73 tonnes) in 2024 and (ii) 21% of the Group's Scope 1 carbon emissions (365 tonnes), and 0% of the Group's Scope 2 carbon emissions in 2023. There has been slight increases in Scope 1 and Scope 2 emissions during 2024, which is attributed to an increased number of sites, changes to the availability of renewable tariffs at some third-party managed facilities, and a short-term increase in refrigerant loss within our UK data center facilities. The Group's chosen intensity measurements for Scope 1 and Scope 2 emissions as reported above are: - 0.47 metric tonnes per £m of gross invoiced income (2023: 0.40 metric tonnes). - 0.23 metric tonnes per Group employee (2023: 0.20 metric tonnes). Scope 3 includes 1 (purchased goods and services), 2 (capital goods), 3 (fuel and energy related activities), 4 (upstream transportation and distribution), 5 (waste generated in operations), 6 (business travel), 7 (employee commute), 8 (upstream leased assets), 9 (downstream transportation and distribution), 11 (use of sold products), 12 (end-of-life treatment of sold products) and 13 (downstream leased assets). Our VAR supply chain accounts for 98.5% of our Scope 3 emissions, which means that we are reliant on the transition plans of our supply chain partners and the buying behaviours of our customers to achieve our Net Zero goals, creating uncertainty. To mitigate this, we work closely up and down the value chain to drive alignment in our transition planning, target setting and reporting transparency. We measure the number of strategic suppliers that have Net Zero plans, and track their progress on an ongoing basis. --- We are working towards disclosure of our Scope 3 emissions. Computacenter has chosen to use the financial boundary in our sustainability reporting to maintain consistency with our financial reporting. As we continue to align with emerging regulatory frameworks and best practices, we may consider moving to an operational boundary approach to provide a more comprehensive ESG impact measurement. ## Methodology This activity has been conducted as part of our UK EMS ISO 14001:2015 standard (EMS 71255). We have used the main requirements of the GHG Protocol Corporate Accounting and Reporting Standard (revised edition). International emission factors used are from the organisation 'Carbon Footprint'. We source countryspecific emission factors to reflect the variability in GHG-intensity of the local electricity grid. External consultants assisted with the implementation of our methodology which we continue to further refine and develop internally, to include the full requirements to collate the additional emissions, such as refrigerants. We have reported on all the emission sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. Group properties included in this report are all current locations in the United Kingdom, Germany, France, Belgium, Spain, South Africa, the United States, Canada, Switzerland, Malaysia, Hungary, Mexico, India, Poland, the Netherlands and Romania. ## Limitations to data collection While the majority of our emissions calculations are based on actual consumption data, a small proportion requires estimation due to practical constraints. Specifically, approximately $9 \%$ of our reported emissions are calculated using industry-standard methodologies based on square footage, ensuring a reasonable and consistent approach where direct data is unavailable. Additionally, approximately $6 \%$ has been estimated using prior-year billing data, adjusted where appropriate to reflect operational changes, as the latest invoices were not yet available at the time of reporting. These estimates are derived from recognised best practices and will be updated with actual data once available. We remain committed to improving data completeness and continuously refining our approach to emissions reporting. ## Internal carbon pricing We introduced an internal carbon levy in October 2021, which applies a flat fee of $£ 10 / € 12 / \$ 14$ to every flight or hotel booking in the United Kingdom, France, Germany, Spain, Belgium, and the United States. The levy encourages employees to consider the environmental impact of their business travel. Where applied, it generates funds that we use in our sustainability-related initiatives, and to support the offsetting schemes we use to augment our emissions reductions efforts. The total levy fund created during 2024 was $£ 516,708$. ## Greenhouse gas (GHG) emissions (Metric tonnes of $\mathrm{CO}_{2}$ e) | | 2024 | 2023 | 2022 | 2021 | 2020 | | --- | --- | --- | --- | --- | --- | | Scope 1 | 1,939 | 1,747 | 1,979 | 1,908 | 5,640 | | Scope 2 | 2,699 | 2,254 | 2,437 | 3,302 | 8,216 | | Total | 4,638 | 4,001 | 4,416 | 5,210 | 13,856 | | Per £1m of Gross Invoiced Income | 0.47 | 0.40 | 0.49 | 0.75 | 2.55 | | Per employee | 0.23 | 0.20 | 0.24 | 0.30 | 0.83 | | | | | | Scope 1 and Scope 2 2019 baseline: 19,808 | | ## Carbon offsets While our primary focus is on reducing the carbon emissions associated with our operations and value chain, we recognise the important role offsetting may play in the global transition to NetZero. We support carbon offsetting projects using Gold Standard schemes. In 2024, we purchased and retired 4,638 credits, offsetting the small amount of Scope 1 and Scope 2 emissions that we are unable to remove. These offsets enable us to maintain our carbon neutral status for Scopes 1 and 2. --- # Ethics and compliance ## Ethics and compliance continue to play a key role in shaping our journey and safeguarding our future. ## Our commitment to ethics, compliance and trust Ethics and compliance are fundamental considerations when executing our strategy and growing a sustainable business. Our commitment to ethics and compliance is aligned to our Winning Together Values, reinforcing our focus on the long term and strengthening our relationships with our employees, customers and partners. We believe that a culture of ethical behaviour and compliance must be embedded in every level of the organisation, to support the trust that our people and customers place in us. In this way, we strengthen our existing relationships and build new relationships with those who share similar values and commitments. ## Strong leadership Our Group Compliance programme is owned and driven by two regional leaders: the Head of Compliance for the Americas and APAC, and the Head of Compliance for Europe, South Africa, and India. They report directly to our Group Legal and Compliance Director. With extensive experience in managing global compliance, our Heads of Compliance ensure comprehensive coverage across regions, supported by their respective teams. This structure provides every country unit and its leaders with direct access to the resources and expert guidance they need to meet regulatory requirements worldwide. ## Our Group Compliance Framework Our Group Compliance Framework ensures that we conduct ourselves in accordance with the laws and regulations in the jurisdictions in which we operate. It is a proportionate, people-led approach, designed to address our legal obligations, reflect our culture and values, and meet customer requirements and expectations. The framework has five key pillars: Tone from the Top/Governance; Risk Assessments; Standards and Procedures; Training and Communications; and Oversight. The framework empowers our people with the knowledge to make sound, ethical decisions efficiently and effectively, so we maintain a compliant, agile and customer-focused business environment. The standardised approach of the framework also allows us to swiftly and effectively adapt to changes in our business and in the legal and regulatory environment, which is continually evolving. ## Our Group Ethics Policy and Code of Business Conduct Our Group Ethics Policy and Code of Business Conduct is the cornerstone of our Group Compliance Framework, seamlessly integrating with our Winning Together Values. Together, they set the standard across our business to provide uniformity and clarity and ensure that each of our employees understands both our expectations and how to apply them to their day-to-day role at Computacenter. The Board has endorsed the Group Ethics Policy and Code of Business Conduct, and its alignment with our values, strategy and purpose. ## Knowledge and training To cultivate a culture of compliance and ethics, we provide a combination of policies and procedures, comprehensive training and multi-channel communications campaigns. All our compliance collateral and training content can be found on our internal Group Compliance page, with details of who to contact should our people have any questions. We also track feedback and engagement with this platform. ## Communications and awareness Our Group Compliance Framework is supported by an annual communications plan, which emphasises the key messages of our core compliance areas. The plan adopts a diverse, multi-channel approach to cater for different audiences and risk profiles, to maximise reach and impact. Our focus is on delivering engaging content in a way that resonates with our culture, bringing compliance to life in an accessible way. Led by our two regional Heads of Compliance, and developed by our Group Legal Operations team, each campaign is a collection of engaging tools, including concise video clips that distil key takeaways and informative news articles prominently featured on our intranet homepage. Our communications strategy seamlessly integrates each message with our central Group Compliance page. This fosters a sense of confidence and self-reliance among our people, encouraging them to actively seek and navigate this content. ## Cultural reach We make our Group Compliance policies accessible by publishing them in all the core languages in which we operate, accompanied by guidance documents and 'Golden Rules'. The Golden Rules concisely summarise the key requirements contained within the policies, as we recognise the benefit of straightforward guidance. This also allows for the varying ways in which people prefer to engage with compliance content. While we communicate this content at Group level, we also tailor our approach to reflect local cultures and communication styles, ensuring the effective delivery of our core messages. Our Heads of Compliance work closely with our country units to ensure that communications are effective at a local level. ## Regular assessment and continuous improvement We use a variety of methods to ensure that our communications resonate with our people, including monitoring engagement metrics to evaluate each campaign's success. This gauges the current impact of our communications and supports continuous improvement. This cycle of evaluation and enhancement is fundamental to fostering an environment of proactive engagement and sustainable awareness within the Group. Our centralised compliance function allows us to identify trends and react accordingly, bolstering compliance workshops and collateral where we identify areas for improvement. We also monitor and report e-learning completion rates and actively seek feedback to incorporate into our initiatives. All compliance collateral is subject to regular review, alongside routine horizon scanning, ensuring we align with best practice and any change in regulations. --- ## Supplier Code of Conduct Our commitment to compliance extends to our suppliers, whether they are supplying us directly or as part of a customer transaction or offering, to ensure the integrity of our supply chain. We require our suppliers in our core countries to adhere to our Supplier Code of Conduct, which mirrors our ethical standards and provides clear guidance for our suppliers as to our expectations. The Supplier Code of Conduct is subject to regular review and updates, to stay aligned with evolving regulations. ## Supplier due diligence We screen our suppliers in our key geographies. Our due diligence includes leveraging industry recognised platforms to maintain transparency in our supply chain, including checking suppliers' ultimate beneficial ownership where appropriate. Significant preparation has been undertaken in our non-core countries ahead of the planned implementation of the platform in several new locations in 2025. Further detail on our due diligence processes relating to modern slavery, human rights and our supply chain can be found on page 059. ## Oversight and reporting Overseeing our ethics and compliance programme is the responsibility of our Group Legal and Compliance Director, our two regional Heads of Compliance, and our Compliance Steering Committee, which meets quarterly. Risks and issues are reported to the Group Risk Committee and to the Audit Committee, and we actively work to mitigate and remediate any concerns. ## Whistleblowing hotline To uphold transparency and provide a secure channel for reporting concerns, we offer a confidential whistleblowing hotline. This service, managed externally by the industry-leading whistleblowing provider Safecall, is available to our people and everyone in our supply chain, enabling them to report any suspicions of wrongdoing. We actively encourage our people to 'Speak Up' through an annual multi-channel communications campaign. In addition, we support our managers by providing them with tailored guidance, to help them understand their obligations when approached directly with a concern. ## Anti-bribery and corruption We have a strict zero-tolerance stance against any form of bribery or corruption and remain vigilant to ensure that such conduct does not infiltrate our practices, regardless of the jurisdiction. We are therefore firmly committed to complying with all applicable anti-bribery and corruption laws in all jurisdictions in which we operate, including the UK Bribery Act. Our Group Anti-Bribery and Corruption Policy clearly states that no employee or associate is to engage in any activity that could be construed as a bribe or corrupt practice. The policy therefore prohibits offering, accepting or soliciting bribes, and addresses the exchange of money as well as gifts, entertainment or other benefit or advantage that could improperly influence a decision. To reinforce this principle, any exchange of gifts or hospitality beyond a nominal value requires appropriate approval and must be recorded in the official Gifts \& Hospitality Register, with these registers checked periodically. Our policies also include clear rules and direction surrounding interactions with government officials, charitable contributions and political activities. No material breaches of our policies were identified during the year. To ensure full understanding and compliance with these standards, our employees are required to acquaint themselves with our Group Anti-Bribery and Corruption Policy and the accompanying Golden Rules and complete regular training. Our supplier due diligence process and accompanying Supplier Code of Conduct extend our ethical standards to our supply chain and are designed to set a high level of expectations and the appropriate level of defence. This ensures that the vendors who act on our behalf within our core geographies are both aware of their obligations to comply with applicable anti-bribery and corruption laws and validates that they do not have a history of non-compliance, unethical behaviour or criminal sanctions. As noted, we plan to extend the supplier screening platform to additional countries in 2025. ## Data privacy We recognise the importance of data privacy and are committed to ensuring robust compliance with data protection laws and regulations across all jurisdictions in which we operate. Our data protection framework is guided by industry best practices and aligned with internationally recognised standards, including those set by the International Organisation for Standardisation (ISO). This approach ensures that our data privacy management is recognisable and easily understood by our customers and stakeholders, providing assurance of the quality and completeness of our compliance efforts. The Group Risk and Audit Committees oversee data protection, ensuring accountability at the highest levels. We continuously monitor evolving data privacy obligations across all jurisdictions where we operate, enabling us to adapt swiftly and proactively. Our centralised Data Protection function is led by our Group Data Protection Officer, who reports directly to the Group Legal and Compliance Director and is supported by a team of skilled and experienced specialists across our key geographies. Together with key stakeholders, including the Computacenter Information Security Team, they uphold our high standards of compliance in data protection. A core principle of our approach is privacy by design, ensuring that compliance is embedded into our organisational, technological and procedural changes from the outset. This includes our Data Protection Inter-Group Agreement, which facilitates the secure and compliant transfer of data between entities within Computacenter. Training and awareness remain central to our strategy, with mandatory online training for all employees supplemented by comprehensive policies and guidance, regular compliance bulletins, targeted training for specific business areas, and key stakeholder events. These initiatives equip our people to uphold our high standards in their day-to-day roles. Regular audits and monitoring ensure that non-conformities are identified and remediated promptly. Our commitment to continuous improvement enables us to adapt to changing regulations, market expectations and industry developments. Through these measures, Computacenter remains dedicated to upholding high standards of data privacy and protecting the trust that our stakeholders place in us. --- # Other non-financial disclosures ## Section 172 Statement When conducting any activity in his or her role as a Computacenter plc Director, our Board members must act in a way that they consider is most likely to promote the success of the Company for the benefit of its members as a whole, having regard to a number of factors set out in section 172 of the Companies Act 2006. These include the interests of our employees, importance of fostering business relationships with our suppliers and customers, impact of our operations on the community and environment, likely consequences of any decision in the long term, desirability of the Company maintaining a reputation for high standards of business conduct and the need to act fairly between the members of the Company. Each Director considers that they have acted in a manner consistent with his or her section 172 duty throughout the year. The Board understands that without our key stakeholders, the Company would not be able to successfully implement its strategy, and our Purpose would be unachievable. Understanding their interests, views and concerns, and considering these when reviewing and discussing matters put before it for review or approval as part of its annual programme, is critical to enabling the Board to make informed decisions, and for each Director to discharge their duty under section 172. In some cases, stakeholder engagement directly involves the Board or its members, and this is almost exclusively how engagement with our shareholders takes place. Given the size and geographic diversity of our business, the majority of engagement with our customers, technology vendors, people and communities takes place at an operational level across the organisation. Where this was the case, the Board ensured that it had been updated on the nature and outcomes of this engagement during the year. We have also set out the factors listed under section 172 which the Board considered when reviewing Board-level matters or making decisions during the year. These can be found on pages 087 to 089. The results of the Board's decision-making, and the outcomes produced by each Director discharging their section 172 duty, can be found throughout this Annual Report and Accounts. Therefore, the following sections have been incorporated by reference into this section 172 statement and, where necessary, the Strategic Report. ## Section 172 factors The likely consequences of any decision in the long term - Chair's statement (page 010) - Our business model and strategy (pages 012 to 013) - Chief Executive Officer's review and our performance in 2024 (pages 020 to 031) - Stakeholder engagement (page 038) - Board activity and decision-making (pages 087 to 089) The interests of the Company's employees - Stakeholder engagement - Our people (page 040) - Sustainability - People (page 055) - Board activity and decision-making (pages 088 to 089) - Directors' Remuneration report (pages 113 to 140) The need to foster the Company's business relationships with suppliers, customers and others - Our business model and strategy (pages 012 to 013) - Stakeholder engagement (pages 039 and 042 to 043) - Board activity and decision-making (pages 087 to 089) The impact of the Company's operations on the community and the environment - Sustainability - Planet and Solutions (pages 060 to 064) - Task Force on Climate-Related Financial Disclosures (pages 065 to 075) - Board activity and decision-making (pages 087 to 089) The desirability of the Company maintaining a reputation for high standards of business conduct - Ethics and compliance (pages 076 to 077) - Governance report (page 081) The need to act fairly between members of the Company - Stakeholder engagement - Our shareholders (page 041) - Board activity and decision-making (pages 087 to 089) ## Non-financial and sustainability information statement Computacenter needs to comply with section 414 of the Companies Act 2006, which includes requirements for non-financial and sustainability reporting. We have therefore set out in our Annual Report certain information on the non-financial and sustainability matters listed below, including related policies and outcomes, and supporting due diligence processes where they exist, for those matters listed at sections 3-7. ## Reporting requirement 1. Business model - Our business model (page 012) 2. Principal risks - Principal risks and uncertainties (pages 045 to 052) 3. Employees - Stakeholder engagement - Our people (page 040) - Sustainability - People (page 055) 4. Social matters and community issues - Stakeholder engagement - Our communities (page 043) - Sustainability - People and Planet (pages 055 to 062) 5. Human rights - Sustainability - People (page 055) 6. Anti-bribery and corruption - Ethics and compliance (page 077) 7. Environmental matters/Climate-related financial disclosures - Sustainability - Planet and Solutions (pages 060 to 064) - Task Force on Climate-Related Financial Disclosures (pages 065 to 075) 8. Non-financial key performance indicators - Our strategic KPIs (page 018) --- # Other compliance statements ## Going concern Computacenter's business activities, business model, strategic KPIs and performance are set out within this Strategic Report from the inside front cover to page 080. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are set out within the financial review on pages 032 to 037. In addition, notes 27 and 28 to the Consolidated Financial Statements include Computacenter's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to credit and liquidity risk. The Directors have, after due consideration, and as set out in note 2 to the Consolidated Financial Statements on pages 163 to 164 of this Annual Report and Accounts, a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the Consolidated Financial Statements, as set out on pages 159 to 217 of this Annual Report and Accounts. Thus, they continue to adopt the going concern basis of accounting in preparing the Consolidated Financial Statements ## Viability statement In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed the Group's prospects over a longer period than the 12 months required by the Going Concern Statement. ## Viability timeframe The Directors have assessed the Group's viability over a period of three years from 31 December 2024. This period was selected as an appropriate timeframe for the following reasons, based on the Group's business model: - the Group's rolling strategic review, as considered by the Board, covers a three-year period; - the period is aligned to the length of the Group's Managed Services contracts, which are typically three to five years long; - the short lifecycle and constantly evolving nature of the technology industry lends itself to a period not materially longer than three years; and - Technology Sourcing has seen greater recent growth than the Group's Services business, increasing the revenue mix towards the part of the business that has less medium-term visibility and is therefore more difficult to forecast. Further, the Directors monitor conditions in the environment external to the Group and have concluded that the following factors continue to support the timeframe selected: - the current macroeconomic, diplomatic, political and trade environment introduces greater uncertainty into a forecasting period longer than three years; and - the prolonged macroeconomic impact of a series of recent external shocks, including the Russian invasion of Ukraine, and the ongoing conflict in the Middle East, on both supply-side and demand-side dynamics within our industry. These events manifest over the short term, in particular the effect on certain customers from the worsening global economic outlook, and the pace of change of technology adoption as a result. While the Directors have no reason to believe the Group will not be viable over a longer period than three years, we believe that a three-year period presents shareholders with a reasonable degree of confidence, while providing a longer-term perspective. With regard to the principal risks set out on pages 045 to 052, the Directors remain assured that the business model will be valid beyond the period of this Viability Statement. There will continue to be demand for both our Professional Services and Managed Services businesses, and Management is responsible for ensuring that the Group remains able to meet that demand at an appropriate cost to our customers. The Group's value-added, product reselling Technology Sourcing business only appears vulnerable to disintermediation at the low end of the product range, as the Group continues to provide a valuable service to customers and technology vendors alike, as described on pages 008 to 009. The Group has seen significant business growth due to the end-to-end Technology Sourcing and Professional Services capability that it can deliver from its Integration Centers, which is a significant differentiating factor in this market. ## Prospects of the Group assessment process and key assumptions The assessment of the Group's prospects derives from the annual strategic planning and review process. This begins with an annual away day for the Board, where Management presents the strategic review for discussion against the Group's current and future operating environments. High-level expectations for the following year are set with the Board's full involvement and are delivered to Management, which prepares the detailed bottom-up financial target for the following year. This financial target is reviewed and agreed by Management before presenting to the Board for approval at the December Board meeting. --- On a rolling annual basis, the Board considers a three-year business plan (the Plan) consisting of the detailed bottom-up financial target for the following year (2025) and forecast information for two further years (2026 and 2027), which is driven by top-down assumptions overlaid on the detailed target year (2025). Key assumptions used in formulating the forecast information include organic revenue growth, margin impacts and cost control, continued strategic investments through the Consolidated Income Statement, and forecast Group effective tax rates, with no changes to dividend policy or capital structure beyond what is known at the time of the forecast. The financial target for 2025 was considered and approved by the Board on 12 December 2024, with amendments and enhancements to the target as part of the full Plan considered and approved by the Board on 14 March 2025. ## Impact of risks and assessment of viability The Plan is subject to rigorous downside sensitivity analysis, which involves flexing a number of the main assumptions underlying the forecasts within the Plan. The forecast cash flows from the Plan are aggregated with the current position, to provide a total three-year cash position against which the impact of potential risks and uncertainties can be assessed. In the absence of significant external debt, the analysis considers access to available committed and uncommitted finance facilities, the ability to raise new finance in most foreseeable market conditions and the ability to restrict dividend payments. The potential impact of the principal risks and uncertainties, as set out on pages 045 to 052, is then applied to the Plan. This assessment includes only those risks and uncertainties that, individually or in plausible combination, would threaten the Group's business model, future performance, solvency or liquidity over the assessment period and which are considered to be severe but reasonable scenarios. It also takes into account an assessment of how the risks are managed and the effectiveness of any mitigating actions. For the current period, the combined effect of the potential occurrence of several of the most impactful risks and uncertainties in the downside sensitivity scenario relates to a modelled, but not predicted, continuing market downturn scenario, with slower-than-predicted recovery estimates, beginning in 2025. This scenario simulates a continued impact for some of our customers from a reduction in customer demand due to the current economic crisis, and ongoing impact on the Group's revenues from this instability in the global macroeconomic environment. The supporting models of the Plan are subject to rigorous downside sensitivity analysis that involves flexing a number of the main assumptions underlying the forecasts within the Plan. The modelling resulted in a significant downturn in Group revenues and margins leading to a substantial loss-making position over the assessment period. This analysis results in a large risk impact adjustment to the cashflows over the assessment period, which is then compared to the cash position generated by the Plan, throughout the assessment period, to model whether the business will be able to continue in operation. Included within this sensitivity scenario is the modelled lack of access to our committed facility. Under the sensitivity scenario, the business demonstrates modelled solvency and liquidity over the assessment period. ## Conclusion Based on the period and assessment above, 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 three-year period to 31 December 2027. This Strategic Report was approved by the Board on 17 March 2025 and was signed on its behalf by: ## MJ Norris Chief Executive Officer --- # Governance report Contents 082 Chair's governance overview 084 Governance at a glance 085 Compliance with the Code 087 Board activity and decision-making 090 Division of responsibilities 094 Board of Directors 096 Group Executive Management Team 098 Measuring Board effectiveness 099 Our Purpose, strategy, Values, and culture 102 Nomination Committee report 105 Audit Committee report 113 Directors' Remuneration report 141 Directors' report 146 Directors' Responsibilities --- ## **Chair's governance overview** ![img-68.jpeg](img-68.jpeg) ## **Dear shareholder** On behalf of the Board, I am pleased to introduce Computacenter's Corporate Governance Report for 2024. ### **The Board's activities in 2024** This was a busy year, with several changes to the Board membership and responsibilities, as outlined in my statement on page 10. In addition, we approved the £200m share buyback programme, which was completed in October 2024, and changes to our Remuneration Policy and share plan rules. You can find more information on the Board's key decisions on page 087. Challenging and approving the Group's strategy is one of our primary responsibilities and we dedicated a day offsite to considering key strategic topics. We reviewed the US growth plan in depth, considered the results of a wide-ranging customer survey and questioned ourselves on the evolution of the Group's three Service Lines, Technology Sourcing, Managed Services and Professional Services. We compared the Group Executive Management Team's sense of strategy with that of the Board, concluding that there was sufficient clarity on objectives, and that we should continue to invest in IT and review compensation plans to ensure that they continue to support our aims. We are satisfied that both areas obtained sufficient focus in subsequent discussions. In addition, we reviewed the European business with its Managing Director and heard from the Indian management team on the opportunity in that market. We conduct a review of the Group's competitors every six months, using publicly available data, to understand our relative performance and whether we are taking market share. Given our unique ability to offer broader services, our market share is an important indicator of sustainable growth. During 2024, using the data available, we were satisfied that we were growing in certain areas and that our share was increasing as a result. Visiting the Group's businesses gives us vital insight into their operations and people. We spent several days with the North America business, in June 2024, to assess its culture following the integration of several acquisitions in recent years (see page 101) and to understand the size and scale of the opportunity in that market. We also visited our Circular Services hub in Braintree, Essex, which is increasing in importance as part of our full service offering. We have impressive capability, which is enhanced by clear reporting of the outcome for customer assets. The 2023 Board evaluation identified that we wanted more regular in-depth reviews of principal risks. In 2024, Lord Gavin Barwell led a session on geopolitical risk, focusing on the impact of the UK's change of government and changes in its EU relationship, which is important given our business in Germany. Succession planning remains ever important and receives specific attention, including identification of future leaders, as well as consideration of external hires. ### **Compliance with the UK Corporate Governance Code** In 2024, Computacenter continued to follow the 2018 edition of the UK Corporate Governance Code. We were fully compliant with its provisions for most of the year. For a period of just over three months, between 14 May and 30 August, we chose to depart from the following two provisions immediately after my appointment as Chair: - provision 11, which requires at least half the Board, excluding the Chair, to be independent Non-Executive Directors; and - provision 24, which states that the Chair of the Board should not be a member of the Audit Committee. I became Chair following the AGM on 14 May 2024. As a result, I was no longer eligible for an assessment of independence under the Code and, as a result, the Board did not meet the requirements of provision 11. I stepped down as Audit Committee Chair from the same date but temporarily remained on the Committee to ensure that we progressed our interim announcement. I was the member considered to have the most recent and relevant financial experience, as required by the Code, and qualified in accounting or auditing, as specified by the Disclosure and Transparency Rules. As a result, we concluded that the ability of the Audit Committee to fulfill its oversight responsibilities would be best served through my continued membership. --- Adam Walker joined the Board on 30 August 2024 as an independent Non-Executive Director and Audit Committee Chair. The Board met only once in the intervening period, while, as anticipated, the Audit Committee did not meet at all and was not required to make any decisions, meaning my continued membership had no impact on the independence of its discussions or decision-making. Every meeting of the Audit Committee during the year was chaired by a Board member deemed by the Board to be independent under the Code. Having now recruited three additional independent Non-Executive Directors, the Board does not envisage any further non-compliance with the Code going forward. As explained in more detail on page 103, having used Korn Ferry as the search firm to advise the Board and Nominations Committee on the processes to appoint Adam Walker and Kelly Kuhn, we approached Simon McNamara directly with a view to appointing him as a Non-Executive Director. We therefore temporarily departed from provision 20 of the Code, which states that open advertising and/or an external search consultancy should generally be used for the appointment of the Chair and Non-Executive Directors. Given the Board agenda and Group priorities, we believe that we will benefit greatly from the technology and operations experience that Simon brings, and particularly his previous experience as a CIO. Please see pages 082 to 140 for full details of how we applied the Code's principles in 2024. ## Stakeholder engagement The Board recognises the critical importance of understanding stakeholder views, so 2024 included a Capital Markets Day in June, led by Mike Norris. The Board received investor feedback from that event, as well as from Management's regular meetings with current and potential shareholders. I met with a number of investors during the year, as did Peter Ryan prior to stepping down as Chair in May. Valuable feedback from these meetings was relayed to and considered by the Board. The Group has regular events for our people. I attended our Group Sales Kick Off, US All Hands Meeting, UK Senior Managers' Meeting and our 'Women in Services Leadership' podcast. We received regular updates from the Workforce Engagement Director and the Chief People Officer, the feedback from which helped us to make our assessment that the Group's culture is well embedded across the organisation, and is aligned with the strategy, values and purpose set by the Board. ## Enhancing our governance framework As the Strategic Report makes clear, sustainability matters are important to both us and our stakeholders. Since the end of the year, we have formed an ESG Committee as a formal subcommittee of the Board, to provide more oversight of the increasing reporting obligations and to show our commitment to continuing to be responsible in a way that enhances our business, our customers and our people. Importantly, customers are looking for us to help them to respond to their objectives in this area. We will report on the ESG Committee's activities for the first time in our 2025 Annual Report. ## Enhancing our governance framework The internal Board evaluation carried out in 2024 confirmed that the Board and its Committees continued to operate effectively. Further detail can be found on page 098. ## Annual General Meeting This year's AGM will take place at 11am [BST] on Thursday 15 May. Further information can be found in the Company's 2025 Notice of Annual General Meeting. We look forward to hearing your thoughts and feedback at the meeting. ## Pauline Campbell Non-Executive Chair 17 March 2025 --- ## Governance at a glance ### Board meeting attendance and activity | Position | Time | | --- | --- | | **Pauline Campbell** | 8/8 | | Non-Executive Chair and Chair of the Nomination Committee | | | **Mike Norris** | 8/8 | | Chief Executive Officer | | | **René Carayol** | 8/8 | | Non-Executive Director, Chair of the Remuneration Committee and Workforce Engagement Director | | | **Philip Hulme** | 8/8 | | Founder Non-Executive Director | | | **Kelly Kuhn** | 1/2 | | Independent Non-Executive Director | | | **Ljiljana Mitic** | 8/8 | | Independent Non-Executive Director | | | **Peter Ogden** | 7/8 | | Founder Non-Executive Director | | | **Adam Walker** | 3/3 | | Senior Independent Director and Chair of the Audit Committee | | | **Chris Jehle** | 7/8 | | Former Chief Financial Officer | | | **Ros Rivaz** | 5/5 | | Former Senior Independent Non-Executive Director, Chair of the Remuneration Committee and Workforce Engagement Director | | | **Peter Ryan** | 4/4 | | Former Non-Executive Chair and Chair of the Nomination Committee | | - Chris Jehle left the Board on 16 December 2024, and the Company on 31 December 2024. - Ros Rivaz stepped down from the Board on 30 September 2024. - Peter Ryan stepped down from the Board on 14 May 2024. The Board held eight scheduled meetings during 2024 to cover its annual agenda of activities, through which it provides the Group with leadership and promotes its long-term sustainable success. Whilst the list of Board activities and decisions set out from pages 087 to 089 is not exhaustive, it provides an understanding of the Board's main areas of focus, the decisions it has made, and the section 172 factors that it considered in its discussions and decision-making. These included the views and interests of our stakeholders, and the Group's appetite for risk, as set by the Board. This section, as well as the Board's Principal Decisions section from page 087 to 089, is incorporated by reference into the Board's section 172 statement for 2024 as set out on page 078. ### How the Board spent its time ![img-69.jpeg](img-69.jpeg) 1. Board performance and oversight: 26% 2. Strategy and delivery of strategy: 27% 3. Financial performance and risk: 24% 4. Governance and stakeholder management: 23% ### Board industry skills and expertise Our Board offers a wide range of skills, experience and diversity of thought. | | Pauline Campbell | Mike Norris | René Carayol | Philip Hulme | Kelly Kuhn | Simon McNamara | Ljiljana Mitic | Peter Ogden | Adam Walker | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Accounting/Finance | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Business Operations | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | CEO/CEO Experience | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ESG | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Executive Remuneration | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Governance | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | International | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | IT Sector | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Legal/Regulatory | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | M&A/Corporate Finance | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Risk | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Strategy | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Technology/Digital | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ### Board composition as at 17 March 2025 | Board independence* | Board gender | Board tenure | | --- | --- | --- | | ☑ | ☑ | ☑ | 1. Non-Independent Directors: 37.5% 2. 1. Women: 33.33% 3. Men: 66.67% 4. 2. Men: 33.33% 5. Independent Directors: 62.5% 6. 3. 6+ years: 33.33% - Excludes the Chair who was independent on appointment. --- # Compliance with the Code ## Our approach to compliance As a company with a listing on the London Stock Exchange (Commercial Companies (Equity Shares) (ESCC) category), Computacenter plc (the Company) is required to report on how, during 2024, it has applied the principles of the 2018 UK Corporate Governance Code (the Code), published by the UK Financial Reporting Council. A description of how it has done so is set out on pages 082 to 140, which includes the reports of the Board's Committees and the Directors' Report. A copy of the Code can be found at www.frc.org.uk. The pages that follow aim to provide our stakeholders with an understanding of how our Corporate Governance Framework operated during the year, and the outcomes that it produced during that time. This framework is in place to ensure that our organisation is appropriately led, directed and controlled. It gives our people clarity on their responsibilities and accountabilities, and our decision-making authorities, restrictions and processes, helping to ensure that decisions are properly made and then implemented throughout the Group. In doing so, it helps us to set and deliver our strategy, manage our risk, safeguard long-term shareholder value and protect the reputation of our key stakeholders. ## Statement of Compliance The Board considers that, throughout the year, it has complied with the provisions of the Code, except for temporary departures from the following: - Between 14 May and 30 August 2024, provision 11 (which states that at least half the Board, excluding the Chair, should be independent Non-Executive Directors), and provision 24 (which states that the Audit Committee should be made up of independent Non-Executive Directors and that the Chair of the Board should not be a member of the Audit Committee); and - In November 2024, provision 20 (which states that open advertising and/or an external search consultancy should generally be used for the appointment of the Chair and Non-Executive Directors), during the appointment process for Simon McNamara. Further explanation of the Group's approach, and why the Board considers this was in the best interests of shareholders, can be found on pages 082, 083 and 103. ## Statements and confirmations The Directors are required to include the following statements or confirmations within the Annual Report and Accounts: | | Page | | --- | --- | | - Group Viability Statement | 079 to 080 | | - Statement on risk and internal control, including confirmation that the Directors have carried out a robust assessment of the principal and emerging risks facing the Group | 108 to 111 | | - Description of the Group's principal risks, what procedures are in place to identify emerging risks, and an explanation of how these are being managed or mitigated | 045 to 052 | | - Status of the Group as a going concern | 079 | | - Explanation of how the Board monitored and assessed the Group's culture | 101 | | - The Group's approach to investing in and rewarding its employees | $\begin{aligned} & 040 \ & 055 \text { to } 059 \ & 113 \text { to } 140 \end{aligned}$ | | - Board statement on the Annual Report being fair, balanced and understandable and providing the information necessary for shareholders to assess the Group's position and performance, business model and strategy | $\begin{aligned} & 037 \ & 108 \ & 146 \end{aligned}$ | | - Explanation of how governance contributes towards the delivery of the Group's strategy | 092 | | - Section 172 statement | 078 | | - Description of the Board's principal decisions during the year and how the interests of Computacenter's key stakeholders and the matters set out in section 172 of the Companies Act 2006 were considered in Board discussions and decision-making | $\begin{aligned} & 038 \text { to } 044 \ & 087 \text { to } 089 \end{aligned}$ | --- # Corporate governance overview The schedule below provides an overview of where the application of Principles (A-R) and associated provisions of the Code have been reported in the Annual Report. | Board Leadership and Company Purpose | Page | | --- | --- | | A An effective and entrepreneurial Board whose role it is to promote the long-term sustainable success of the Company | 091 to 095 | | B Alignment of purpose, values, culture and strategy | 099 to 101 | | C Resources, performance oversight and controls | 091 to 092 | | D Engagement with stakeholders | 038 to 044 | | | 087 to 089 | | E Alignment of the Company's employment policies and practices with supporting its long-term success | 100 to 101 | | | | | Division of responsibilities | Page | | F The role of the Chair | 091 | | G Balance of the Board and division of responsibilities | 090 | | H External commitments and conflicts of interest | 093 | | I Board processes and resources | 091 to 093 | | Composition, succession and evaluation | Page | | --- | --- | | J Appointments to the Board and succession planning | 102 to 104 | | K Directors' skills, experience and knowledge | 084 | | | 094 to 095 | | L Board evaluation | 098 | | | | | Audit, risk and internal control | Page | | M External and internal auditors and the integrity of the financial reporting process | 110 to 112 | | N Fair, balanced and understandable assessment | 108 | | 0 Risk management and internal controls framework and processes | 108 to 111 | | | | | Remuneration | Page | | P Reward structure alignment with strategy and values | 113 to 116 | | Q Remuneration Policy | 119 to 127 | | R Independent judgement and alignment | 128 to 140 | --- # Board activity and decision-making | Activity or discussion undertaken | Outcomes or decision taken | What the Board considered in its decision-making progress, including stakeholder feedback and interests | Stakeholders and s172 factors considered | | --- | --- | --- | --- | | Strategy and performance | | | | | Held its annual Group Strategy review session, receiving presentations from Management on areas including market share and current opportunities; what customers think of Computacenter and what the Company thinks of itself; and the North America Growth Plan. | Key decision: Approved the Group's strategy for 2025-2028. The strategy remains largely unchanged and focuses on generating competitive advantage and delivering value for our customers through our five key differentiators (see pages 005 to 007). Key decision: Approved the Group's strategic Key Performance Indicators (as set out on page 018), which remained unchanged. | The Board completed an in-depth review of a customer relationship survey, which involved over 1,250 key contacts at over 300 customers, covering all of the Group's main operating geographies and areas. The topics assessed included innovation, ease of doing business with Computacenter, Net Promoter Scores and how, in their view, Computacenter compares to its competitors across different areas. The Board also reviewed the feedback from an anonymously completed Management survey on key strategic questions, including identifying what the Management thought were key sources of competitive advantage for the Group. | | | Conducted eight deep-dive reviews on topics of material importance to implementing the Group's strategy. | Approved continued investment in the Group's strategic initiatives, particularly those relating to IT systems and customer service delivery. | The Group's strategy puts customers, and helping them realise the transformational benefits of IT, at its centre. Related presentations from Management enabled the Board to identify the areas on which to focus investment to deliver the strategy for customers, while also considering partners and people. | | | Visited the North American Integration Center and received presentations from the North American leadership team on operational and financial performance in the US. | Approved the required investment to relocate the North America Integration Center in Atlanta, Georgia. | The Board considered and agreed with Management's assessment that the relocation was a valuable opportunity to: - strengthen operational capabilities, support business growth, and deliver efficiency and productivity gains; and - demonstrated to customers and employees that the Group is committed to investment and growth in the US. The Board also considered how the relocation would affect the workforce at the current center. | | | Received regular reports from the Chief Executive Officer and former Chief Financial Officer on operational and financial performance. | Approved the Group's full-year Annual Report and Accounts and its half-year results, Viability and Going Concern Statements (as set out on pages 079 to 080), and first-and-third-quarter trading updates. | The Directors considered performance against Board, market and shareholder expectations, material issues impacting our key stakeholders, and progress against our strategic KPIs. | | | Key to stakeholders and section 172 factors considered | | | | | | | | 1. Long-term consequences of decision making | | | 2. People | 3. Shareholders | 4. Acting fairly between members of the Company | | | 5. Technology vendors | | 5. Suppliers (excluding our technology vendors) | --- | Activity or discussion undertaken | Outcomes or decision taken | What the Board considered in its decision-making progress, including stakeholder feedback and interests | Stakeholders and s172 factors considered | | --- | --- | --- | --- | | Financial decision-making | | | | | Reviewed potential uses of the Group's cash and the Group's future liquidity requirements. | Key decision: Recommended the 2023 final dividend of 47.4p per share, approved the 2024 interim dividend of 23.3p per share and reapproved the Group's Dividend Policy. Key decision: Approved the return of capital of up to $£ 200 \mathrm{~m}$ to the Group's shareholders, by way of an on-market share buyback programme. | The Board balanced shareholder appetite for distributions with: - its own view of the investment required to deliver the Group's organic growth objectives and enhance its competitiveness over the long term; - the value customers and technology vendors place on the Group's balance sheet strength; and - acquisition opportunities and expenditure, particularly in the US. For the dividend, the Board also considered: feedback from shareholders that they were generally comfortable with the Group's dividend policy and past dividend payments; dividend yield and cover against the Group's peers; and market consensus forecast for the dividend. In respect of the buyback programme, the Board considered the structure for returning surplus capital to shareholders, including by way of on-market buyback or tender offer. It considered factors including timing of completion of the transaction, recent market practice, and flexibility should other priorities for the Group's cash arise in the short-tomedium term. | | | | Approved the extension of the Group's committed bank facility by one year to 2029. | All stakeholders have an interest in the extra financial flexibility and visibility that this extension provides. It maintains the Group's liquidity over a longer period. The Board considered the competitiveness of the arrangement, including its interest rate and other available funding options. | | | Reviewed the Group's financial plan for the period 2025-2028. | Approved the 2025 budget and related financial performance targets. | The Board reviewed shareholder and analyst expectations for profitability in 2025. The Directors' balanced achieving continued growth in adjusted profit before tax and adjusted earnings per share, with the macroeconomic outlook across the Group's main operating geographies, the Board's risk appetite, as well as feedback from customers on their appetite and capacity for IT investment over the short and medium term. | | | Our people and culture | | | | | Reviewed and approved appointments to the Board and to Board leadership positions, and also the terms of exit for the former CFO. | Key decision: Approved the appointments of: Pauline Campbell as Non-Executive Chair; Adam Walker as Senior Independent Director and Audit Committee Chair; René Carayol as Remuneration Committee Chair and Workforce Engagement Director; and Kelly Kuhn as a Non-Executive Director. Approved the terms of exit for the former CFO, Chris Jehle. | With advice from the Nomination Committee, the Board considered the existing balance of Board skills and expertise; the background, experience and suitability of each candidate; and (where relevant) the Board independence provisions of the UK Corporate Governance Code, to ensure that independent shareholder interests are appropriately represented. The Board considered the fairness of the terms on which Chris Jehle left the Company, including whether they aligned with shareholder interests and governance expectations. | | --- | Activity or discussion undertaken | Outcomes or decision taken | What the Board considered in its decision-making progress, including stakeholder feedback and interests | Stakeholders and s172 factors considered | | --- | --- | --- | --- | | Our people and culture | | | | | Conducted a deep dive on the Group's culture, with a focus on the North American business. | Reapproved the Group's purpose and assessed that the Group's purpose, strategy, values and culture were aligned. | The Board is responsible for creating and managing our culture. In their deep-dive review, the Directors considered how our values and culture reflect the Group's purpose by reviewing key policies and practices and ensuring they are appropriate and, where possible, aligned across the Group's geographies. Read more on pages 100 to 101. | | | | | The Board also considered how the updates to the strategy for 2025-2028 reflect the Group's purpose. | | | Reviewed Non-Executive Director remuneration. | Approved increases for all Non-Executive Director and Board Committee leadership roles (with no individual being involved in decisions relating to their own remuneration). | The Board considered the limits set out in the Company's Articles of Association, the provisions of the Directors' Remuneration Policy, relevant benchmarking data and expectations/guidelines of significant institutional shareholders. Further detail is available on page 136. | | | Governance, compliance and risk | | | | | Routinely reviewed corporate governance-related matters. | Approved the Matters Reserved for the Board and Terms of Reference for each of the Board's Committees; potential conflicts of interest for Board Directors; the Group's Modern Slavery Statement and Gender Pay Gap Reporting; and Group Disclosure Policy and Rules on Share Dealing. Approved departures from the provisions of the Code. | The Board reviewed the Group's policies and statements to ensure compliance with statutory requirements. | | | Considered arrangements for evaluating the Board and its Committees. | Agreed with the Nomination Committee's recommendation to complete an internally facilitated evaluation of the Board, its Committees and each Director for 2024. | The Board and Nominations Committee agreed that no circumstances had arisen during the year which would necessitate an independent external evaluation and that, in accordance with the UK Corporate Governance Code, an external evaluation was very likely to be completed for 2025. | | | Considered the Group's principal and emerging risks. | Approved the Group's principal risks, as set out on pages 045 to 052. | The Board considered a presentation from Management, as well as its discussions, findings and assessments from its four deep-dive sessions, on geopolitical risk led by Lord Gavin Barwell, Managed Services contractual risk, succession planning and, after the end of the year, vendor-related risk. | | | Key to stakeholders and section 172 factors considered | | | | | | | 1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1. --- # Division of responsibilities ## Our Corporate Governance Framework Shareholders Own the Company and provide capital support. Appoint the Directors and auditors, and consider resolutions put forward by the Company at shareholder meetings. ## The Board Directs the Company's affairs, whilst considering the interests of shareholders and other stakeholders. Oversees engagement with these parties. Further information on the role of the Board can be found on page 091. ## Board Committees The Board's Committees address matters delegated to them by the Board under their terms of reference, which can be found at investors.computacenter.com. The key responsibilities of each Committee are set out below. ## Nomination Committee Keeps the composition of the Board and its Committees under review, and ensures orderly succession planning for both the Board and Management. ## Chair: Pauline Campbell Committee report See pages 102 to 104 ## Audit Committee Oversees financial reporting and the effectiveness of external and internal audit processes. ## Chair: Adam Walker Committee report See pages 105 to 112 ## Remuneration Committee Approves the Directors' Remuneration Policy, as well as the remuneration outcomes for the Executive Directors and the Group Executive Management Team. ## Chair: René Carayol Committee report See pages 113 to 140 ## Chief Executive Officer Responsible for running the Group on a day-to-day basis, and accountable to the Board for the performance of the Group and the delivery of value to key stakeholders. ## Group Executive Management Team Supports the Chief Executive Officer in his duties, and accountable to him for the performance of the business. [^0] [^0]: * The Board delegates authority for managing the Group on a day-to-day basis to the Chief Executive Officer. --- ## Role of the Chair includes: - Leadership of the Board, ensuring its effectiveness in all aspects of its role and setting its agenda - Chairing Board, Nomination Committee and general meetings - Promoting a culture of openness and debate and ensuring the effective engagement of all Board members - Demonstrating objective judgement - Ensuring that the performance of the Board, its Committees and individual Directors is evaluated annually - Ensuring that the Directors receive accurate, timely and clear information - Facilitating constructive Board relations and the effective contribution of all Non-Executive Directors ## Role of the Chief Executive Officer includes: - Developing the Group's strategy for approval by the Board, and ensuring the execution of that strategy - Providing leadership to the Management team in the day-to-day running of the Group's business - Ensuring that appropriate internal controls are in place throughout the Group - Setting the 'tone from the top' by establishing the Group's guiding values, for approval by the Board - Providing a means for timely and accurate disclosure of information to the Board, including effective escalation of issues where required ## Role of the Senior Independent Director includes: - Providing a sounding board for the Chair and serving as a trusted intermediary for other Directors, when necessary - Meeting with the Non-Executive Directors at least once a year to appraise the Chair's performance - Providing support for the Chair in the delivery of his/her objectives - Ensuring that the Chair pays sufficient attention to succession planning - Ensuring that the views of the other Directors are conveyed to the Chair - Being available to shareholders, if they have concerns and the normal channels of Chair, Chief Executive Officer or other Executive Director have failed to resolve issues ## Role of the Non-Executive Directors includes: - Providing an external perspective, constructively challenging the Executive Directors and Management - Monitoring and scrutinising the Group's performance against agreed goals and objectives, and holding Management to account - Being appointed as members of the Board's Committees - Offering strategic guidance and specialist advice - Playing a prime role in appointing and removing the Executive Directors ## The role of the Board The Group is led by the Board, which is responsible for promoting its long-term success, with a focus on generating value for our shareholders and the wider interests of our key stakeholders. It discharges this responsibility through the completion of its annual programme, with meetings covering strategy, operational and financial performance, risk management and corporate governance. Further detail of the Board's membership, discussions and decision-making can be found on pages 087 to 089. The Board retains outright and sole decision-making authority over a number of key matters which are likely to be operationally, financially or reputationally material to the Group. These are set out in a clearly defined Schedule of Matters Reserved, which includes decisions relating to acquisitions, major capital expenditure, budgets and dividend policy. The schedule can be found on our investor website. Our Corporate Governance Framework also gives the Board a central role in discussing, reviewing and approving the Group's strategy. The Strategic Report explains how the Group generates and preserves value over the long-term. Management reviews long-term opportunities and risks for the business, over a three-year time horizon, at its own week-long offsite session in September, before the findings of this are presented to the Board at its Strategy Away Day shortly afterwards. The Board then reviews related targets, plans and budgets at its December meeting, which includes challenging Management on the assumptions underpinning them. It ensures that they reflect and support the Group's strategy, and that adequate resources are available to support execution, whilst maintaining capital discipline. In its review of strategy, the Board also considers market trends and market participant behaviours to assess the sustainability of the Group's business model over the medium and long term. The Board reviews the performance of the CEO and Group Executive Management Team against financial and operational performance targets at each scheduled meeting of the Board. It also regularly discusses the Company's principal risks. During its review and approval of the Group's Viability Statement, it also considers how they may prevent the delivery of the Group's strategy, the mitigations in place to reduce the likelihood of occurrence and the impact on the Group if they are realised. --- ## Delegated authorities So that the Board can give key matters sufficient attention and consideration within the time constraints of its programme, our Corporate Governance Framework allows it to delegate those powers and responsibilities which it deems necessary, subject to UK corporate governance requirements. A number of Board-level matters are delegated to the Nomination, Audit and Remuneration Committees. The Board also delegates day-to-day management of operational activities to the Chief Executive Officer. The Board's principal committees help support the successful execution of the Group's strategy. The responsibilities of the Nomination Committee include ensuring that the Board, its Committees and, together with the CEO, the Management team, have the right skills and strength in depth to set and approve an effective strategy and then deliver it. The Remuneration Committee's work ensures that key individuals are appropriately incentivised to achieve the strategic objectives as set by the Board, and make decisions in accordance with the Group's risk appetite. The Audit Committee independently assures the processes and information which underpin and measure delivery of the strategy. ## Chair's role in leading the Board Pauline Campbell leads the Board as Chair and fulfils a number of responsibilities in the role, as set out on page 091. In addition to chairing formal Board and Nomination Committee meetings, Pauline focuses on the Board's effective operation. This includes ensuring that she and the Board are fully and regularly apprised of material issues and Management's view of them, at an early stage. Pauline holds regular one-to-one meetings with the CEO and each Group Executive Management Team member, so any issues can be incorporated into the Board's annual agenda or communicated to members on a timely basis. Pauline also leads a programme of formal and informal meetings for the Directors, which ensure regular Board communication and discussion. In 2024, a number of these meetings were offsite, allowing the Board to discuss topics in more detail and in an environment which encouraged open, comprehensive and independent discussion and debate. These meetings included working dinners with the US and UK business leadership teams in June and November, and separate offsite meetings for the Board and for the Non-Executive Directors only during the second half of the year, which addressed strategic, performance and governance matters. Pauline also oversees preparations for formal meetings, ensuring that members receive timely, clear and accurate papers to support discussion. Following her appointment in May 2024, she attended six agenda review meetings with the CEO, former CFO and the Company Secretary, to ensure Board time was appropriately allocated between strategic, performance, financial and governance related items. She also led over thirty-five paper review sessions with Management and the Company Secretary prior to Board meetings, to provide guidance on content and ensure that priority areas were thoroughly addressed in the final papers provided to the Board. Pauline completed a preliminary review of the internal Board evaluation, prior to wider Board discussion, and oversees the performance reviews of individual Directors. She also held several meetings with the Group's largest shareholders and conveyed their feedback on the Group's performance to the Board. As set out in further detail on page 098, the internal Board evaluation and the Senior Independent Director's follow-up review, which included input from each Board member, confirmed that Pauline had performed effectively in her role. It also confirmed that she had demonstrated objective judgement during the year, promoted a culture of openness and debate where each Director was given an equal opportunity to participate in Board discussion, and facilitated constructive Board relations and the effective contribution of all Non-Executive Directors. ## Board composition and independence Each of Pauline Campbell, René Carayol, Christian Jehle, Philip Hulme, Kelly Kuhn, Ljiljana Mitic, Mike Norris, Peter Ogden, Ros Rivaz, Peter Ryan and Adam Walker served on the Board during the year. Peter Ryan and Ros Rivaz left the Board after six and eight years of service respectively, and Adam Walker and Kelly Kuhn joined in the second half of the year. Simon McNamara was appointed to the Board in January 2025. Early in the year, the CEO confirmed to the Board and Nomination Committee that he intended to remain in his role over the medium term, health and personal circumstances permitting. Following this assurance, Peter Ryan stepped down as Chair and was replaced by an existing independent Non-Executive Director, Pauline Campbell. The Board determined that she met the Code's independence criteria on her appointment in May 2024. However, Pauline's appointment as Chair temporarily reduced the number of independent Non-Executive Directors and meant that the Board was non-compliant for a period of just over three months with provision 11 of the Code, which requires that half of the Board, excluding the Chair, are Non-Executive Directors whom the Board considers to be independent. The Board complied with provision 11 for the remainder of the year and exceeded its requirements by the year end. The Board considers that René Carayol, Kelly Kuhn, Ljiljana Mitic, Adam Walker and Simon McNamara are independent in their character and judgement. Philip Hulme and Peter Ogden, the founder Non-Executive Directors, are not independent, having been on the Board as either Executive or Non-Executive Directors since they founded Computacenter in 1981. In total, 57\% of the Board (excluding the Chair) was deemed to be independent as at 31 December 2024. The balance of the Board's Executive, Non-Executive and independent Non-Executive Directors ensures that there is no dominant individual or group on the Board influencing its decision-making. This is reinforced by the Board's Committees, which only include the independent Non-Executive Directors and the Chair, and work within defined Terms of Reference. As set out on page 090, there is a clear division of responsibilities between the leadership of the Board, by the Chair and Senior Independent Director (SID), and the executive leadership of the business, by the CEO. --- ## Non-Executive Directors The Non-Executive Directors have a prime role in appointing and removing the Executive Directors, and scrutinising Management's performance across a wide range of areas, including strategy, financial performance, risk and internal controls, and governance. The independent Non-Executive Directors are uniquely positioned to perform this role, as members of the Board and each of its committees. To ensure new Non-Executive Directors can be effective from the outset, the Company Secretary organises a comprehensive induction programme. This is tailored to their background and requirements, with each new Director providing regular feedback on areas they would like to explore further. During the year, Adam Walker and Kelly Kuhn received an induction pack containing information on the Group's business, its structure and operations, Board procedures, corporate governance matters and details of Directors' duties and responsibilities. They also met the Group's senior business and central function leaders and had the opportunity to meet with the Group's key advisers, including its corporate lawyers, brokers and remuneration advisers. As part of their ongoing oversight of the Group's performance, the Non-Executive Directors received financial performance updates at each scheduled Board meeting and ahead of the Group's Q1 and Q3 Trading Updates, alongside analysis of current market expectations for the full-year financial results. The Non-Executive Directors also met without the Executive Directors present on several occasions during the year, often before or after Board Committee meetings, as well as at a Non-Executive Director dinner, at which they discussed the performance of the Executive Directors and the Group. In addition, the Remuneration Committee plays a key role in holding the Executive Directors and Group Executive Management Team members to account for performance, as its assesses their achievement against objectives when determining their variable remuneration. Further detail can be found in the Annual Remuneration Report from pages 113 to 140. The Non-Executive Directors also meet separately with the Executive Directors and the Management team. This often happens when they have particular experience or expertise to pass on, or as part of their oversight responsibilities following Board or Committee discussions. ## External appointments and time commitment The director appointment process requires potential Non-Executive Directors to disclose their existing directorships and significant time commitments to the Company, before appointing them to the Board. This ensures they have sufficient time to fulfil their directors' duties and allows the Board to assess and authorise any potential conflicts of interest. The Non-Executive Director Letter of Appointment sets out the expected time commitment and although the nature of the roles makes it difficult to specify the maximum time required, they are expected to commit up to two days per month, including attending and preparing for regular Board meetings. The Company's Articles of Association allow the Board to review and authorise a situation where a Director has an interest that conflicts, or may conflict, with Computacenter, and to impose conditions on that authorisation. The Board has formal procedures to manage any actual or potential conflict of interests identified. These include considering each external interest from a commercial and competitive perspective, which includes identifying supplier or customer relationships between Computacenter and the third party, and also identifying if there any areas where it competes with Computacenter. Before their appointment, the Board noted the existing commitments of Adam and Kelly, and assessed that each had the capacity to fulfil the expected time commitment. This required particular consideration for Adam, given that he has taken on the Board leadership roles of SID and Chair of the Audit Committee. The Board also authorised a potential conflict for him. In addition, the Board reviewed and approved René Carayol's appointment to the Pegasus Opera Company in advance. Provided the time commitment does not conflict with their duties to the Company, the Board may authorise Executive Directors to take non-executive positions in other organisations, as this helps to broaden their experience. As at 31 December 2024, Mike Norris did not hold any non-executive positions in other organisations. The Board monitors each Director's external commitments twice a year, as well as through the Board evaluation process. Following this, the Board is satisfied that each Director is able to allocate sufficient time to the Company to discharge his or her responsibilities effectively, and that no external appointments have any impact on their independence or responsibilities to the Company. ## Information and support We have policies and processes to support the Board's work, including those relating to meeting preparation and attendance. To enable Directors to discharge their duties, they receive detailed, accurate, clear and timely information at least a week in advance of each scheduled Board and Committee meeting. At meetings, the Directors are assumed to have read all the papers, allowing more time for discussion of specific points. The Company Secretary advises the Board on all corporate governance matters and advises the Chair to ensure that all Board procedures are correctly followed. All Directors have access to the Company Secretary's advice and services. The appointment and removal of the Company Secretary is a matter reserved for the Board. --- ## Board of Directors The Board has an excellent balance of independence, knowledge, and experience which allows it to perform its role effectively, providing effective and entrepreneurial leadership to the Group, and promoting its long-term sustainable success. ### Committee membership Shown as at 17 March 2025. Membership of the Committees as at 31 December 2024 are shown on pages 102, 105, and 113. Only the Chair and Independent Non-Executive Directors are members of the Board's Committees. ### Key: - **Audit Committee** - **Nomination Committee** - **Remuneration Committee** - **Environmental, Social and Governance Committee** - **Denotes Chair of Committee** ![img-70.jpeg](img-70.jpeg) **Pauline Campbell** Non-Executive Chair and Chair of the Nomination Committee ### Experience Pauline is a former PricewaterhouseCoopers ("PwC") Audit Partner who brings over 30 years of experience in the profession. She has worked internationally across a broad range of sectors, including IT services and support services amongst many others. Pauline also served on the Governance Board of the UK firm, including the Public Interest Body and the equivalent body at PwC's Global Network, giving her a wealth of governance experience. Pauline was a Non-Executive Director of Micro Focus International plc, until its sale on 31 January 2023, and is currently Deputy Chair of the Latymer Foundation. ![img-71.jpeg](img-71.jpeg) **Mike Norris** Chief Executive Officer ### Experience Mike Norris has been Computacenter's Chief Executive Officer since 1994. As well as spearheading the Group's strategy and growth ambitions, he is responsible for ensuring the Company delivers value to its customers and shareholders. Mike joined Computacenter's sales team in 1984 after graduating from university. He went on to hold several roles before taking over the management reins in 1994. Mike has a degree in Mathematics and Computer Science from the University of East Anglia and was awarded an Honorary Doctorate of Science from the University of Hertfordshire. ![img-72.jpeg](img-72.jpeg) **Philip Hulme** Founder, Non-Executive Director ### Experience Philip founded Computacenter with Peter Ogden in 1981 and worked for the Company on a full-time basis until stepping down as Executive Chairman in 2001. He was previously a Vice President and Director of the Boston Consulting Group. ![img-73.jpeg](img-73.jpeg) **Peter Ogden** Founder, Non-Executive Director ### Experience Peter founded Computacenter with Philip Hulme in 1981 and was Chairman of the Company until 1998, when he became a Non-Executive Director. Prior to founding Computacenter, he was a Managing Director of Morgan Stanley and Co. --- #### Strategic Report #### **Governance** Board of Directors continued #### **Adam Walker** Senior Independent Director and Chair of the Audit Committee #### **Experience** Adam joined the Board in August 2024. He is a Non-Executive Director of Currys plc, Chair of its Audit committee and a member of its Remuneration Committee. He is also the Audit Committee Chair of J Murphy & Sons, Chair of Indra Renewable Technologies Limited and Chair of the Matt Hampson Foundation, a charity for young people with life-changing sport injuries. Adam's former executive roles include EVP and CFO of HIS Holding Limited, the largest global telecommunications tower company, CFO of GKN plc, Group Finance Director at Informa plc, and Finance Director at National Express Group plc. Adam was a Non-Executive Director and Chair of the Audit Committee at Kier Group plc and at Nasdaq-listed Tritium DCFC Limited. ![img-74.jpeg](img-74.jpeg) #### **Kelly Kuhn** Independent Non-Executive Director #### **Experience** Kelly joined the Board in September 2024. She is a Non-Executive Director, Remuneration Committee Chair and Nomination Committee member at ISS A/S. She also advises WNS (Holdings) Ltd and the McChrystal Group, and previously sat on the Board of LaSalle Hotel Properties, a NYSE listed real estate investment trust. Kelly spent over 30 years as an executive at CWT. She led CWT's US government business, before joining its Executive Leadership team and assuming responsibility for wider business performance in APAC and EMEA, and ultimately becoming the company's first Executive Vice President and Chief Customer Officer. ![img-75.jpeg](img-75.jpeg) #### **Kelly Kuhn** Independent Non-Executive Director and Chair of the ESG Committee #### **Experience** Ljiljana has more than 25 years' experience in the IT industry. She was Global Head of financial services and a member of the executive committee at Atos SE, following its takeover of Siemens IT Solutions and Services GmbH, where she headed the worldwide banking and insurance sales business. Ljiljana has also held senior roles at Hewlett-Packard and WestLB AG. Since 2016, she has focused on technology start-ups as a member of ImpactS1 e.V. Ljiljana is a Non-Executive Director of Grenke AG, a global financing partner for small and medium-sized companies and is Non-Executive Chair of Grenke Bank AG. ![img-76.jpeg](img-76.jpeg) #### **René Carayol** Non-Executive Director, Chair of the Remuneration Committee and Workforce Engagement Director #### **Experience** After ten years at Marks & Spencer, including as a Senior IT Manager, René joined PepsiCo as IT Systems Director. He was subsequently CIO at IPC Magazines, until it was sold to AOL Time Warner. René is now an experienced Executive Leadership Coach and broadcaster, with much of his recent work focusing particularly on areas such as diversity and inclusion, inclusive leadership and cultural transformation across large organisations. René was awarded an MBE for his outstanding contribution to the business community. He holds a degree from the London School of Economics and Political Science and was awarded an Honorary Doctorate by the University of Roehampton. ![img-77.jpeg](img-77.jpeg) #### **Simon McNamara** Independent Non-Executive Director #### **Experience** Simon joined the Board in January 2025. As NotWest Group's Chief Administration Officer for ten years, he led the transformation of its technology and services proposition, and oversaw more than 30,000 employees around the world. Prior to this, Simon was Global CIO of Standard Chartered Bank Consumer Bank based in Singapore, where he developed and implemented the Group Technology and Operations strategy for their Consumer, Business and Private Banks. Simon has also held several other senior IT positions in global financial services, at Westpac Banking Corporation, Deutsche Bank, BNP Paribas and Midland Bank. He was also a founding partner in a successful software start-up, CATS INC, in Silicon Valley. He was awarded an Honorary Doctorate in Computer Science from the University of Hertfordshire. --- ## Group Executive Management Team The Group Executive Management Team supports the Chief Executive Officer in the day-to-day management of the business, and provides high-level leadership for our operations across Computacenter. ![img-78.jpeg](img-78.jpeg) **Mike Norris** Chief Executive Officer ### Experience Mike Norris has been Computacenter's Chief Executive since 1994. For further details on Mike's skills and experience please see page 094. ![img-79.jpeg](img-79.jpeg) **Reiner Louis** Managing Director, Professional Services ### Experience Since 2023, Reiner Louis has led the global Professional Services organisation at Computacenter. In this role, he is responsible for the expansion of the Group-wide Professional Services business. From 2013, Reiner was responsible for the entire business in Germany as Country Head Germany and Spokesman of the Management Board. Reiner joined Computacenter in 1994 as Head of Customer Services and held various management positions in subsequent years. ![img-80.jpeg](img-80.jpeg) **Julie O'Hara** Managing Director, Managed Services ### Experience Julie is responsible for the delivery of Managed Services to Computacenter's customers worldwide. Rejoining Computacenter in 2014, Julie was responsible for all services delivered to UK customers, extending her scope globally in 2017. Julie spent two years at Colt as VP for Services and Solutions, where she ran Service Management, Contract Management, Consultants and Architects across Europe. Prior to this, she worked at Computacenter and IBM in a number of technical service and sales-related positions and has been in the IT industry for almost 30 years. ![img-81.jpeg](img-81.jpeg) **Lieven Bergmans** Chief Commercial Officer ### Experience Lieven is responsible for the Group's Technology Sourcing. He joined Computacenter in 2000 as Head of the Consulting Division of the Belgian subsidiary. In 2008, he was appointed Managing Director of Computacenter Benelux. He was responsible for aligning the local business with the Company's portfolio of services and Group solutions and increasing market share. From 2015 to 2018, he brought stability and growth to the French entity, before taking on broader responsibilities. ![img-82.jpeg](img-82.jpeg) **John Beard** Managing Director, Europe ### Experience John leads Computacenter's business across Europe and is accountable for all customer engagement in the region. He joined Computacenter's inaugural graduate scheme in 1995 and held various Sales and Sales leadership roles in the UK business (as well as a year as Chief Commercial Officer) before moving into his current role of Managing Director for Europe. John graduated from Loughborough University with a degree in Mathematics. --- #### Strategic Report #### Governance #### Financial Statements #### Group Executive Management Team continued ![img-83.jpeg](img-83.jpeg) #### Justin Griffin President, North America #### Experience Justin Griffin leads the North America business at Computacenter. He joined the company in 2007 through Computacenter's acquisition of FusionStorm and has served as the Senior Vice President of Sales for the US since 2018. Prior to Computacenter, Justin led a Professional Services team at MTI Technology and held various roles at Accenture. He earned a Bachelor of Science degree from Pennsylvania State University. ![img-84.jpeg](img-84.jpeg) #### Fraser Phillips Group Legal & Compliance Director #### Experience As Computacenter's Group Legal & Compliance Director, Fraser advises on large Services engagements, particularly those involving multiple partners. He took on his current role in 2013 after a six-year tenure as Head of Legal in the UK. Fraser qualified as a barrister in 1997 and has extensive experience in structuring, negotiating, and drafting commercial agreements. ![img-85.jpeg](img-85.jpeg) #### Mo Siddiqi Group Development Director #### Experience Mo is responsible for Computacenter's strategy, marketing, corporate development initiatives, and Sustainability Strategy. Since originally joining Computacenter in 1997, Mo has held a number of senior sales and operational roles, notably leading the Company's international development through a mixture of organic growth, customer wins, business start-ups, and acquisitions. ![img-86.jpeg](img-86.jpeg) #### John Gibbs Chief Information Officer #### Experience Responsible for all of Computacenter's systems and infrastructure, John joined Computacenter in July 2023. He has over 30 years' experience in Information Technology, most recently as the Group CIO of Rolls-Royce and International Airlines Group. In addition to his IT experience, he has also previously been a customer of Computacenter and an advisor to the Company. ![img-87.jpeg](img-87.jpeg) #### Sarah Long Chief People Officer #### Experience Sarah has over 25 years' experience in the technology industry. She originally joined Computacenter in 1996 and spent 12 years in various Sales and Service Leadership roles. Between 2008 and 2018, she consulted to a number of technology organizations across Europe, advising on strategic growth and organizational change. Sarah rejoined Computacenter in March 2019 to lead the Group People Strategy and in-country Human Resources functions. Sarah graduated from the University of Manchester with a degree in Technology and Design. --- # Measuring Board effectiveness ## Internal evaluation of the Board This year's evaluation was run internally and facilitated by the Company Secretary, using a series of tailored questionnaires covering the Board and each Committee. The Nomination Committee led on deciding the process and approving the questionnaires. As members of this Committee, the Chair of the Board and the Chair of each Committee was able to review and shape the questionnaires. The process allowed individual Board members to provide feedback anonymously and the responses were collated and analysed by the Company Secretary. Areas covered by the evaluation included: how the Board has performed its oversight responsibilities, including in areas such as: strategy and risk management; the Group's culture; target setting and monitoring of performance; stakeholder relations and views; talent and succession planning; and corporate governance. The evaluation also considered the Board's operational effectiveness, including the leadership of the Chair, Senior Independent Director and Committee Chairs; the Directors' ability to work together to achieve objectives; the Board's culture and quality of decision-making; the quality of information provided to the Board; and time management and agenda setting, including appropriate time allocation between strategy, performance and governance. In March 2025, the Chair presented the results of the evaluation [excluding those relating to her own performance] and led a discussion of the key findings and the implications for the Board's development. The Senior Independent Director led an assessment of the Chair's performance, without the Chair being present. Following the presentation of the evaluation questionnaire responses by the Chair, and further discussion, it was concluded that: - the Board, its Committees and individual Directors were performing effectively, within a meeting environment that enabled and encouraged constructive debate and challenge between members; - Board and Committee meetings were considered to be well run, with additional private sessions and other opportunities at which more confidential matters could be discussed; - the Board exercised appropriate and effective oversight across key areas including strategy, culture and performance; - the Board had adequate visibility of the views of its key stakeholders, and applied its understanding of these in its decision-making; - members worked together well to achieve objectives, made easier by the collective breadth of skills and differences of background of members, resulting in complimentary skills and areas of expertise; and - each Director continues to contribute effectively. The Board identified a small number of areas for development and continued progression in 2025, including risk management and analysis, and succession planning and talent development. In response to suggested actions arising from the Board's 2023 evaluation, between 1 January 2024 and the date of this report, the Board undertook four sessions reviewing the Company's principal risks, including deep-dive reviews of those relating to geopolitical risk, succession planning, Managed Services contracting risk, and the Group's strategic vendor relationships. The process of Board paper preparation was also enhanced through the addition of paper review sessions with the Chair ahead of Board meetings. ## Nomination Committee review and discussion ## November 2024 The Committee took the lead in assessing whether an external evaluation of the Board was required. It recommended to the Board that an internal evaluation was appropriate. ## Board and Committee approval of process December 2024 An overview of the proposed process was given to the Board by the Chair and the Company Secretary, with feedback and suggestions from members incorporated. The process was approved by the Board and each Committee. ## Completion of questionnaires December/January 2025 Detailed evaluation questionnaires were circulated to the Board and Committees by the Company Secretary. These were completed and returned on an anonymised basis by each Board member. ## Preliminary review of results ## February 2025 Results of the evaluation questionnaires were reviewed by the Company Secretary and the Chair, as well as the Committee Chairs in respect of information on the Committees that they lead. ## Final results report reviewed by Board ## March 2025 The final results report was drafted by the Chair, with support from the Company Secretary, and submitted to the Board, which reviewed and discussed it at its March 2025 meeting. ## Post-evaluation actions agreed March 2025 The action plan for implementation was approved by the Board, which instructed the Company Secretary to oversee it during 2025. --- ## Our Purpose, strategy, Values and culture Our Purpose, strategy, Values and culture put our customers at the heart of everything we do. During 2024, the Board reaffirmed our Purpose and our Winning Together Values and confirmed that they remained aligned with our culture and strategy. The Board also spent considerable time on strategy during the year, as summarised in the Chair's governance overview on page 082. - **Our Purpose**: See inside front cover - **Our strategic KPIs**: See page 018 - **Our culture**: See page 005 - **Our Values**: See page 005 ### Our strategy and strategic KPIs: Our strategy and KPIs reflect: the relationships we want to have with our customers, so we retain them and maximise their value; our view that we do this most effectively when we deliver a significant Services element to the customer; and the critical importance of our people. ### Our culture: Our culture emphasises that we must deliver great results for our customers, in an environment that prioritises long-term decision-making and the development of our people. It empowers our people to react decisively and responsibly to the needs of our customers, on a day-to-day basis. ### Our Purpose: In essence, our Purpose is to help our customers change the world, by enabling them to realise the transformative benefits of IT. We work relentlessly to build our customers' long-term trust, so they can rely on us in a complex and ever-changing business environment. ### Focusing on our customers ### Our Winning Together Values: Our Values are central to our culture and support the delivery of our strategy and Purpose. They require us to work hard to get to know our customers, understand their needs and put them at the heart of everything we do. ![img-88.jpeg](img-88.jpeg) --- ## Our Purpose ## The Board is responsible for setting our Purpose and strategy, and then ensuring that the Group's culture and values help us to achieve and implement them. We help our customers to change the world, by enabling their success through the realisation of the transformative benefits of IT for their organisations and people. The following section describes our values and culture, which place our customers and our people at the centre of what we do. It explains the Board's involvement in showcasing our values through its own actions and decision-making. It also provides examples of how the Board ensures our values are being lived out on a day-to-day basis, and that the desired culture is being maintained as the Group continues to grow. ## Our Winning Together Values ## How the Board leads by example Our values are clear and well understood across our business. Feedback from our people tells us the importance of our values and culture in delivering great service for our customers, and attracting, retaining and motivating talent. Our people look to the Board for leadership in this area, including by example. The high standards of behaviour that we expect from our people also apply to the Directors, who are subject to the Group's Ethics Policy. The terms of the Director Service Contract and Appointment Letter require that they act with integrity at all times. Each Director has, during the year, been asked to confirm to the Company that they have understood and complied with the terms of the Group's policies which apply to them specifically as a result of being on the Board. These include the Group's Related Party Policy, Share Dealing Policy, and Disclosure Policy. They have also been asked to confirm regulatory information relating to their Company shareholding, external appointments and potential conflicts of interest. ## Putting customers first The Board continued to invest significant time understanding the needs, priorities and challenges faced by our customers, hearing from members of our Management team and also more widely from employees through the Workforce Engagement Programme. The Board also completed a review of our annual customer satisfaction survey of around 1,200 representatives from over 300 customers across the geographies in which we operate. ## Keeping promises Our Keeping Promises value includes those we have made to our customers. Under our governance framework, the Board continued to approve the Group's strategy, investments, budget, and certain material contracts. By doing so, the Board provides a first line of defence in ensuring that our business only makes promises to its customers where it has the expertise, capability and resources to fulfil them on agreed terms, meeting or exceeding customer expectations, while generating a return on investment which is appropriate for our shareholders. Keeping Promises also requires us to be straightforward and honest, no matter who we are dealing with. In its governance role, the Board plays a critical role in ensuring that this applies to our regulated communications and disclosures as a public company. The Board continually assists and challenges Management as it oversees that all such disclosures are accurate, transparent and, in respect of future financial performance, realistic. ## Understanding people matter Through its own activity and that of its principal Committees, the Board had oversight of topics covering the Group's workforce policies and practices, such as its Modern Slavery and Gender Pay Gap reporting, payment practices, and the CED pay ratio. It also had oversight of metrics, initiatives and policies relating to pay and wellbeing, and was satisfied that the Group's philosophy of pay for performance, as well as its policies and practices, were consistent with and supported our values. Our people can raise any matters of concern through an independent, third-party, anonymous reporting helpline, run by Safecall. Through updates from the Audit Committee Chair, the Board reviews this and reports arising from its operation. The Board also received frequent updates during the year from the designated Non-Executive Director for Workforce Engagement. This helped it to understand the approach, views, interests and activities of our people, what our people understand the culture to be, and how well they think it is embedded across the organisation. --- Ros Rivaz held the role until she stepped down from the Board on 30 September 2024, at which point René Carayol took over. René has been an independent Non-Executive Director since November 2022 and has significant experience in diversity and inclusion, inclusive leadership and cultural transformation across large organisations, making him the ideal choice for engaging with our people. The Workforce Engagement Programme included meetings with representatives from our European Works Council, UK Inside Sales function, Ethnicity Employee Impact Group, and from our Belgian employee forum. For further detail on the issues raised by employees through the programme, please see page 040. The Board also ensures that the Group continues to invest in and reward our people appropriately. Please see pages 055 to 059 and pages 113 to 140 for further detail. ### **Considering the long term** The Board's activities and decision-making, as set out on pages 087 to 089, saw it focus on the long term. This was particularly evident during the year in its authorisation of continuing long-term investments against a backdrop of difficult and uncertain macroeconomic conditions, particularly across Europe. Particular examples include material investment into the Group's customer-facing IT systems, in order to enhance competitiveness over the long term and further improve the current and future customer experience. The Board also approved a significant multi-year investment to relocate and enhance our Integration Center near Atlanta in the US, demonstrating our long-term commitment to the US market and our customers there. ### **Our culture** The Board recognises the critical importance of our culture and believes it is a key differentiator for Computacenter. It therefore continued to assess and monitor culture throughout the year, supported by its Committees. Its regular oversight activities included receiving presentations and reports from Management, including employee-related key performance indicators such as engagement scores, training statistics, perceptions of leadership and management, attrition rates and length of tenure. The Group's values help to ensure we have a consistent culture around the world and the Board remains focused on maintaining our culture as we grow, so we retain the special qualities that make us the business we are. However, there will naturally be some variations in cultural practices across our geographies and it can also take time to fully assimilate acquisitions and create a unified culture across the enlarged business. With this in mind, the Board's visit to the North American business in June 2024 included an assessment of its culture, with our presence in this market having been built rapidly through the acquisitions of FusionStorm [2018], Pivot [2020] and BITS [2022]. Alongside our organic growth, this has resulted in the Group now employing over 1,600 people in North America. Over several days, the Board spent time in our North American offices, visited the Integration Center in Atlanta, met numerous employees in small groups, received presentations from local management and held dinners and meetings with the North American team. These events included interactive questions and answers, allowing for good two-way communication. The Chief People Officer also led a discussion on culture and how we had assimilated the acquired businesses. The Board agreed that the Group's culture had been effectively embedded within the North American business, and also that the US workforce is highly driven and competitive, with a strong appetite for both Group and individual success. The Board's Committees also helped it assess whether our culture and values were embedded across the Group and reflected in our people's actions day-to-day. In particular, the Audit Committee reported to the Board on any potential breaches of our Group Ethics Policy and Code of Business Conduct, and provided information on training requirement completion, and monitoring and communications programmes. The Committee also aided the Board's assessment of how effectively related policies and processes had been embedded within the organisation, including by geography and business function. ![img-89.jpeg](img-89.jpeg) ### **How our Values underpin our culture and our success** Our Values determine our behaviours and actions that underpin our daily activities, including our decisions, beyond the rules that we put in place to comply with legal or regulatory requirements. They create an alignment between our people, making it easier for them to work towards shared goals and objectives, enabling us to be a more consistent and predictable partner for our key stakeholders, and allowing us to retain great talent. Our values also provide clarity. Our people know what we stand for as a business, and how we expect them to represent Computacenter, no matter where they are, what they are doing, or with whom they are interacting with on our behalf. We take great pride in the feedback from our people which shows they think that we live our values on a day-to-day basis. --- #### **Komination Committee report** ![img-90.jpeg](img-90.jpeg) | Members as at 31 December 2024 | Role | Attendance record | | --- | --- | --- | | Pauline Campbell (Chair) | Non-Executive Chair of the Board | 7/7 | | Kelly Kuhn | Non-Executive Director | 2/2 | | René Carayal | Non-Executive Director | 7/7 | | Ljiljana Mitic | Non-Executive Director | 7/7 | | Adam Walker | Senior Independent Director | 3/3 | | Former Committee members in 2024 | | | | Peter Ryan | Former Non-Executive Chair of the Board | 2/2 | | Ros Rivaz | Former Senior Independent Director | 4/5 | **Board and Executive succession planning** See pages 102 to 103 **Board evaluation process** See page 098 #### **Membership and attendance** In 2024, the Committee was composed of the independent Non-Executive Directors and the Chair of the Board. The Company Secretary is secretary to the Committee. The Chief Executive Officer and Chief People Officer attend meetings by invitation. #### **Activities of the Committee** 1. **Board succession planning and appointments** Leading the succession planning and appointment processes for a new Chair and three independent Non-Executive Directors between 1 January 2024 and the date of this report. 1. **Senior Management succession planning and talent development** Ensuring we have appropriate processes to identify and develop our leaders of the future. 1. **Board Effectiveness** Leading the design and implementation of the internally facilitated Board evaluation and reviewing its findings. Advising the Board that it, and each of its Committees, continued to function effectively. The Committee's full Terms of Reference are available at investors.computacenter.com. The Committee made only minor changes to its terms of reference in 2024. #### **How the Nomination Committee spent its time** 1. Board composition: **35%** 2. Succession planning: **33%** 3. Board effectiveness: **32%** ![img-91.jpeg](img-91.jpeg) #### **Composition and Succession** #### **The Committee's main activities in 2024** The Nomination Committee met seven times during 2024, and its work included: #### **Board succession planning and changes** We spent significant time considering Board succession planning and leading Director appointment processes in the year. The Company has a formal, rigorous and transparent procedure for appointing Directors. The Committee leads the process, which is triggered by identifying a skills gap on the Board. This is usually the result of a Board resignation, changes in the Company's activities or strategic focus, or updated corporate governance requirements. During the first quarter of 2024, a sub-committee explored internal and external succession options for the Chair of the Board. The sub-committee, which comprised Ros Rivaz (who was Senior Independent Director (SID) at the time), René Carayal (Independent Non-Executive Director) and Mike Norris (CEO), received advice from the search firm Russell Reynolds, which has no other connections to the Company or its Directors. This work resulted in a diverse list of possible succession candidates. The sub-committee met each of the candidates and also discussed Russell Reynolds' feedback on them, after which a short list was prepared. Shortlisted candidates met the sub-committee members for a second time, and then the rest of the Board. Following this process, and Peter Ryan's notification in March that he would retire from the Board after the 2024 AGM, the Board appointed me as his successor. Having overseen the Chair succession process, Ros Rivaz informed the Board of her intention to step down as SID by no later than the 2025 AGM, allowing for time to find a replacement. The Committee then led the process to appoint two independent Non-Executive Directors, having identified the need for financial expertise and experience of operations in the US environment. The search firm engaged for these appointments was Korn Ferry, which has no other connections to the Company or its Directors. It provided input to a role specification, which we approved. We then reviewed and interviewed a long list of candidates, agreed a shortlist and invited the remaining candidates to second interviews with Committee and other Board members, including the Executive Directors. --- The Board subsequently approved our recommendations to appoint Adam Walker and Kelly Kuhn. In addition to replacing Board members, following my recommendation, the Committee approved the addition of one more Non-Executive Director. Given the Board agenda and Group priorities, we believed that we would greatly benefit from technology and operations experience. Provision 20 of the Corporate Governance Code states that open advertising and/or an external search consultancy should generally be used for the appointment of the chair and non-executive directors. However, our succession planning may identify an individual with skills and experience that the Board requires. If so, the Company may depart from provision 20 and approach that individual directly, without using a search firm or open advertising, following the recommendation of the Committee and Board approval. We appointed Simon McNamara early in 2025, having approached him directly. We had considered a broad long list during our recruitment of Kelly, including individuals with a technology background, and decided that another search process was not required. After the approach, Simon indicated his willingness to be put forward for consideration and went through the standard recruitment process described above. The Board approved our recommendation and Simon joined the Board in January 2025. As a result, for the first time in several years, the Board exceeds the Code's requirement for at least half the Directors, excluding the Chair, to be considered independent. At the date of this report, the Board deems five out of eight directors (excluding me) to be independent. The Board will continue to exceed the requirement following any Executive Director recruitment in 2025, after Chris Jehle's departure as CFO in the fourth quarter of 2024. The Company was temporarily non-compliant with Code provision 11 for three months in 2024, as my appointment as Chair meant I was no longer independent under the Code. After recruiting three independent Non-Executive Directors, the Board does not intend to be non-compliant with this provision again. The Board and Committee leadership roles are now held by me, as Chair and Chair of the Nomination Committee, Adam Walker, as Senior Independent Director and Audit Committee Chair, and René Carayol, as Remuneration Committee Chair and Workforce Engagement Director. The Committee also reviewed Board and Committee composition twice during the year, along with each Director's skills, diversity and knowledge. We considered how the Group's leadership needs might change, for example due to its strategy, Service Lines, the operating geographies which are integral to growth, and likely future corporate governance requirements, leading to the appointments above. We also reviewed and recommended to the Board the mutually agreed terms under which former CFO Chris Jehle left the business in the fourth quarter of 2024. Following the departure of Chris as an Executive Director and Chief Financial Officer in December, we have been progressing the search process for a new Chief Financial Officer. Until such time as this has been completed, leadership of the finance function is being undertaken by the CEO on a temporary basis. He is being well supported by an extremely experienced Finance Leadership Team, reporting directly to him, who have all been in their positions at Computacenter for well over 10 years, and therefore have a detailed understanding of the business and how the finance function can best support it. We will continue to regularly assess this arrangement on an ongoing basis to ensure that it remains the most effective temporary solution and continues to be in the best interests of the Company's stakeholders whilst the CFO search is ongoing. We expect that search to progress at pace during the second quarter of 2025 and look forward to updating shareholders as and when it has been concluded. ## Senior Management succession planning and talent development The Board also reviewed Group Executive Management Team succession planning, after feedback from the Committee and a presentation from the CEO and Chief People Officer. This considered the criticality of each role and the availability of internal and external candidates over various time horizons. The Committee reviewed senior Management succession planning and ensured that diversity was properly considered for the pipeline. We received a full update from the CEO on his Group Executive Management Team to understand succession planning priorities. Following a presentation from the Chief People Officer, we reviewed Management's processes for managing and developing talent, particularly at intermediate levels, which could produce Group Executive Management Team candidates in the medium term. This included how the Group identifies exceptional talent at the earliest possible stage and ensures it is fully developed, regardless of gender, ethnicity or social background. ## Diversity The Board recognises the benefits of diverse skills, experience and thought, which we always consider during succession planning and appointments. It also believes that appointments to it must be made primarily on skills and experience. During the year, the Chief People Officer presented to us on the Group's approach to diversity and inclusion. Following this review, we recommended to the Board that a single inclusion policy be approved and implemented across the Group. This helps illustrate the importance of diversity and inclusion to the Group and its leadership bodies, aligns the Group's approach in this area across different countries, and recognises its benefit in mitigating our People Risks, as set out on page 052. Failing to recruit and retain the right talent is a strategic risk for Computacenter and our key mitigations include initiatives relating to gender and ethnicity, among others. See pages 057 to 058 for more details. The Group Inclusion Policy was approved by the Board, and applies to it and its Committees. It is supported by Computacenter's wider approach in this area, including its five pillars of diversity, which have the following objectives: - Gender: improving the gender split in a male-dominated industry - Disability \& Accessibility: ensuring that everyone has the support and environment they need to fully participate - Pride: embracing the diversity of our people's sexual orientation and gender identity - Generations: embracing the experiences, insights and perspectives of a multigenerational workforce - Cultures: respecting the diverse cultures, ethnicities, religions and beliefs that make up our international employees Our Equality and Respect at Work Policy, which also applies throughout the organisation, has the objective of ensuring that everybody representing Computacenter, including the Board and its Committees, promotes equality, diversity and inclusion in their behaviour and communication, and reinforces our zero-tolerance approach towards differential treatment or discrimination. --- Our leadership teams comprise the Group Executive Management Team and the people who directly report to them. Female representation in our leadership teams increased from 29% to 32%. For further detail of the progress we have made against our related objectives, please see pages 055 to 059. We continued to consider the Listing Rules' diversity targets. As at 31 December 2024, the Board complied with the target to have at least one woman in a Board leadership role, with me as Chair, and René Carayol fulfils the target to have at least one member from an ethnic minority background. This remains the case as at the date of this report. Female representation on the Board was 37.5% at the year end, and is now 33.3%, both of which are below the 40% target. During our searches to replace Ros Rivaz as a Director and me as a member of the Audit Committee, we started our searches with a 'female only' request, but then had to broaden the search to replace me to find the right skills and fit, within the time frame of our requirements. We are satisfied that our appointments are right for our business and that having a female Chair, for the first time, visibly shows our commitment to gender diversity. Our founders Sir Philip Hulme and Sir Peter Ogden, and CEO Mike Norris, have been Directors since 1998. This reflects both the founders' long-term support and the Group's sustained success under Mike. As at the date of this report 50% of the non-founder Non-Executive Directors are female, and one of the three remaining males is from an ethnic minority background and chairs the Remuneration Committee. Notwithstanding this, the Committee aspires to comply with the 40% target, which will remain part of our succession planning, while ensuring the Board maintains its balance across other areas of diversity, as well as skills and experience. The gender and ethnicity of our Board and Group Executive Management Team, at 31 December 2024, is set out below in accordance with Listing Rule 9.8.6 (10). The data is obtained through the Group's year-end disclosure questionnaire, which offered individuals the categories listed in the table below and asked them to select how they identified in respect of gender and ethnicity. | | Number of Board members | % of the Board | Number of Senior Positions on the Board (CEO, CFO, SID and Chair) | Number in Executive Management | % of Executive Management | | --- | --- | --- | --- | --- | --- | | **Gender** | | | | | | | Male | 5 | 62.5% | 2 | 7 | 78% | | Female | 3 | 37.5% | 1 | 2 | 22% | | Other categories | – | 0% | – | – | 0% | | Not specified/prefer not to say | – | 0% | – | – | 0% | | **Ethnicity** | | | | | | | White British or other (including minority-white groups) | 7 | 87.5% | 3 | 8 | 89% | | Mixed/multiple ethnic groups | – | 0% | – | – | 0% | | Asian/Asian British | – | 0% | – | 1 | 11% | | Black/African/Caribbean/Black British | 1 | 12.5% | – | – | 0% | | Other ethnic group including Arab | – | 0% | – | – | 0% | | Not specified/prefer not to say | – | 0% | – | – | 0% | ### **Board evaluation and Committee performance** The Committee led an approving the process for the 2024 performance evaluation for the Board, its Committees and Directors. We concluded there were no reasons for an external evaluation and the evaluation was internally facilitated. The evaluation took place in the first quarter of 2025 and having reviewed the findings and discussed them with the Board, I am satisfied that this Committee continued to function effectively during the year. ### **Re-appointment of Directors** After considering the outcome of the 2024 evaluation exercise, the Committee has recommended that all the Directors are put forward for election or re-election at the AGM in May 2025. ### **Pauline Campbell** Chair of the Nomination Committee 17 March 2025 --- ## **Audit Committee report** ![img-92.jpeg](img-92.jpeg) | Current members | Role | Attendance record | | --- | --- | --- | | Adam Walker [Chair] | Senior Independent Director | 2/2 | | René Carayal | Non-Executive Director | 3/4 | | Kelly Kuhn | Non-Executive Director | 1/1 | | Lijljana Mitic | Non-Executive Director | 4/4 | | Former Committee Members in 2024 | | | | Pauline Campbell | Non-Executive Chair of the Board | 2/2 | | Ros Rivaz | Former Senior Independent Director | 2/3 | | Peter Ryan | Former Non-Executive Chair of the Board | 1/1 | ### **Composition of the Committee** As at 31 December 2024, the Audit Committee comprised the four independent Non-Executive Directors. Pauline Campbell chaired the first two meetings of the year prior to her appointment as Board Chair, with Adam Walker chairing the remaining meetings following his appointment to the Board. All members are considered to be appropriately qualified and experienced to fulfil their role and allow the Committee to perform its duties effectively. For the purposes of Code Provision 24, one member of the Committee, Adam Walker, is considered to have recent and relevant financial experience. The Committee notes the requirements of the Code and confirms that, having considered the requirements against feedback provided through the Board and Committee effectiveness review, the Committee, as a whole, has competence relevant to the sector in which the Company operates. Further details of specific relevant experience can be found in the Directors' biographies on pages 094 to 095. ### **How the Audit Committee spent its time** #### **1. Financial statements and reporting** Reviewing the Interim and Annual Report and Accounts, considering the key accounting judgements and estimates that affect the application of the policies and reporting values and approving the Group's going concern basis of accounting and Viability Statement. #### **2. Risk management and internal controls** Reviewing the Group's principal risks. #### **3. Audit and assurance** Reviewing and considering reports from the internal audit function and Grant Thornton. Immediately following each Committee meeting, the Chair reports to the Board on the Committee's activities and how it is discharging its wider responsibilities. 1. Financial statements and reporting: **33%** 2. Risk management and internal controls: **37%** 3. Audit and assurance: **30%** ![img-93.jpeg](img-93.jpeg) ## **Dear Shareholder** I am pleased to deliver my first Audit Committee report for the year ended 31 December 2024. In the report below I explain how the Committee has discharged its responsibilities during the year, including the onboarding of several new members, considering the significant matters relating to external financial reporting and ensuring that the relationship with internal and external auditors remains appropriate. As noted opposite, I joined the Committee as Chair on 30 August 2024. This report covers the full year's activities of the Committee. ### **Meetings of the Committee** The Committee met four times during 2024. Meetings are attended routinely, through invitation, by the Chair of the Board, Chief Financial Officer, Group Head of External Reporting, Group Head of Internal Audit and Risk Management and the external auditor. The Deputy Company Secretary acts as secretary to the Committee. The meetings cover a standing list of agenda items, which is based on the Committee's Terms of Reference, and consider additional matters when the Committee deems it necessary. In addition to the Committee meetings, I also meet privately on occasion with members of Management during the year, to discuss the risks and challenges faced by the business as well as accounting and reporting matters and, importantly, how these are being addressed. On two occasions during the year, the Committee met separately with the external auditor and the Group Head of Internal Audit and Risk Management, without Management present, in addition to regular dialogue with the external auditor. I remain satisfied that the flow of information to the Committee is appropriate and provided in good time, to allow members to review matters due for consideration at each Committee meeting. The Committee is also satisfied that meetings were scheduled to allow adequate time to enable full and informed debate. --- ## Activities of the Committee The Committee's activities during the year, which are based on its Terms of Reference, are set out below: ## Key estimates, judgements and current financial reporting standards The Committee reviewed the integrity of the Group's Consolidated Financial Statements and, in doing so, considered the following key estimates and judgements. In reviewing these matters, the Committee also took account of the views of the external auditor, Grant Thornton UK LLP (Grant Thornton). ## Revenue recognition The nature of the business leads to a significant amount of sales orders around year end, with high volumes of 'bill and hold' transactions where customers purchase inventory that remains in our Integration Centers following revenue recognition. Judgement is required to determine if the appropriate criteria have been met to recognise a 'bill and hold' sale. There remains some risk that revenue is recognised in the incorrect accounting period if the judgements are not made correctly. Management has an established set of criteria to allow recognition of revenue, which are applied consistently throughout the business and designed to ensure compliance with International Financial Reporting Standards. The Audit Committee supported the auditor's focus on testing Technology Sourcing revenue cut-off, particularly in regard to 'bill and hold' arrangements. In addition, there are a number of Professional Services contracts where revenue is recognised based on fulfilling the customers' requirements in accordance with their contract terms. Management highlights to the Committee any contracts that may be of interest, including the process by which such contracts are identified. During the year there were material, complex contracts that required detailed accounting consideration of revenue, leasing and working capital. Management prepared a detailed assessment of all aspects that was considered by the Committee. The Committee noted that no errors with a material impact on reported profitability were found as a result of the auditor's work in the area of revenue recognition. ## Exceptional and other adjusting items The Committee considered the nature and quantum of items disclosed as exceptional or as other adjusting items outside of adjusted profit before tax in the Group's 2024 Annual Report and Accounts. Management continued to exclude the amortisation of acquired intangible assets, and the tax effect thereon, from adjusted profit after tax in the Group's 2024 Annual Report and Accounts. Management highlighted that this charge had materially increased with the acquisitions in North America. Management's view is that amortisation of intangible assets is non-cash and is significantly affected by the timing and size of acquisitions, which affects the understanding of the Group and Segmental operating results. Management considered the presentation of adjusted profit in the first half of the Annual Report and Accounts, after taking account of the European Securities and Markets Authority Guidelines on Alternative Performance Measures, which promote the usefulness and transparency of such measures. Management remains satisfied with the reconciliation between statutory and adjusted measures that the Group has presented since the 2015 Interim Report, and the level of disclosure which explains both the differences between these measures and the reasons for the differences. The Committee considered the nature and quantum of items disclosed as exceptional or as other adjusting items that are excluded from the Group's adjusted profit before tax, and other alternative performance measures, in the Group's 2024 Annual Report and Accounts. The Committee concluded that the presentation of adjusted profit was adequately explained, was intended to provide clarity on performance and has sufficient equal prominence with statutory profit. ## Going concern basis for the Consolidated Financial Statements Management prepared a paper that provided input to the Board's assessment of whether it is appropriate for the Group to adopt the going concern basis in preparing Consolidated Financial Statements, at both the half year and full year. To do so, Management reviewed the Group's financial plans and its liquidity, including its cash position and committed bank facilities. It also considered the Group's financing requirements in the context of available committed facilities and reviewed forecasts concerning trading performance, which had been discussed and approved at the 12 December 2024 Board meeting. These forecasts were subsequently further refined, updated and re-approved at the 14 March 2025 Board meeting. In making its assessment Management considered factors which could affect the modelling of the Group's financial plans and its impact on the going concern assessment. These included: - Key financial performance forecasts for the next 18 months and the predicted impact on cash generation. - Consideration of where the potential impact of the principal risks and uncertainties is applied to the forecasts. - Risks and uncertainties that, individually or in plausible combination, would threaten the Group's business model, future performance, solvency or liquidity over the assessment period and which are considered to be severe but reasonable scenarios are considered. It also takes into account an assessment of how the risks are managed and the effectiveness of any mitigating actions. The Committee considered the assessment described on page 079 of the Strategic Report, together with the extended going concern disclosures included within the 'basis of preparation' note to the Financial Statements in the Annual Report and Accounts, and advised the Board on its view. The Committee considered whether the going concern basis of preparation continued to be appropriate and provided recommendations around its adoption to the Board, with which the Board concurred. The statement and explanation from the Directors can be found within the Strategic Report on page 079 and the Basis of Preparation within the Notes to the Consolidated Financial Statements on pages 164 to 165. --- ## Viability Statement Management presented its conclusions on the Viability Statement, based on its associated considerations and models, to the Audit Committee as set out on pages 079 to 080 within the Strategic Report. These included a recommendation of the appropriate period for the assessment of viability that is based on the nature of the Group's business model and its strategic time horizon, coupled with the current short-term macroeconomic environment. Management produces financial forecasts for the three-year period including an assessment of how these forecasts would be affected by a realistic concurrence of the Group's principal risks and the estimated impact of such a concurrence. Management considered additional contingencies within the forecast, utilising a downside sensitivity scenario as described within the going concern analysis above. This downside scenario continues the assessment of the risks for going concern throughout the assessment period, with compounding impacts to cash flow as a result. The financial forecasts build on the assumptions used for the going concern assessment and extend this over the three-year period. Management includes longer-term sensitivity analyses that range the modelled downturn in the market across a number of factors, including working capital usage, profitability, dividend payments and share repurchases. The analyses also include an assessment of actions that Management could take to support the balance sheet of the Company in the event of the worst-case scenarios. Following consideration of Management's assessments and conclusions, the Committee advised the Board that it could continue to set the period of assessment for the Viability Statement at three years and that it could make the statement required for the assessment period without qualification. The statement and explanation from the Board can be found within the Strategic Report on pages 079 to 080. ## Parent Company investments in subsidiaries carrying value and distributable reserves Investments in subsidiaries are the primary asset on the Parent Company Balance Sheet. The Committee considers Management's assessment of the carrying value of these investments annually or when an indicator of impairment, or impairment reversal, is identified. Any impairment of these investments would reduce the Company's distributable reserves. Management prepared an analysis to support the carrying value of the investments in subsidiaries held by the Parent Company, including assessing the cash flow forecasts and future trading assumptions of each subsidiary. During the year, the Company observed an improvement in the forecast working capital of Computacenter France SAS, a wholly owned subsidiary. This enhancement has positively impacted the recoverable amount of the investment, leading to a reversal of the previously recognised impairment loss based on the comparison of the net carrying value to the recoverable amounts of the investments determined by a value-in-use calculation. The Committee considered Management's findings and agreed that the impairment reversal was supportable. No impairment of carrying value in the investment in subsidiaries other than Computacenter France SAS was identified during the year. The Committee considered Management's assessments and remains satisfied that the carrying value of each subsidiary remains appropriate. Management assessed the Company's distributable reserves, prior to the declaration of both the interim and final dividends in respect of the reporting period, and prior to the commencement of the $£ 200 \mathrm{~m}$ Share Buyback Programme that commenced on 26 July 2024 and concluded on 30 October 2024, to ensure that sufficient reserves were legally available for distribution. Further, Management modelled the medium-term forecasts for distributable reserves, ensuring that the Board's dividend policy could remain supported by the generation of distributable reserves within the Parent Company. The Committee received a presentation of Management's conclusions and reported to the Board on the appropriateness of the dividend payment with regards to the available distributable reserves. ## Taxation Management prepared papers documenting the Tax Strategy and the Tax Policy of the Company. These papers document the policies, processes and controls relating to the Group's tax functions and the Company's Tax Strategy, which can be found on the Company's website at investors.computacenter.com. Management presented to the Committee on all aspects of business taxation in all territories in which the Group is currently operating. The Group Tax Strategy and Policy is approved by the Board annually following its consideration by, and advice from, the Committee. Management prepared the calculation of the tax liability of the Group, including uncertain tax positions, and assessed the recognition criteria for potential deferred tax assets relating to jurisdictions with significant carried forward tax losses. Future forecasts, changes to revenue accounting standards, local taxation rates, and potential changes to local tax structures, were taken into account in determining the Group's tax rate assessment. Management made recommendations for the consideration of the Committee for the identification of tax liabilities, assets and the tax rate being disclosed in the accounts. The Committee was satisfied that the tax accounting is appropriate. ## Prior year restatements The Committee considered Management's findings in relation to three prior year restatements of certain note disclosure line items. Refer to page 037 for Management's commentary. Management assessed that information had been available at the end of the previous year in relation to the restatements and that the adjustments should have been made at that time. As required, the adjustments have been made to the prior year note disclosure line items. The Committee agreed that the restatements were supportable. The Committee also considered whether there was the possibility of further adjustments needed to the prior year and agreed with Management that none were required. --- ## Improvements to general financial reporting Management continues to review its accounting policies and reporting in light of changes, general trends to improve financial reporting and observations from the auditor. During the period the Committee received recommendations for consideration from Management on a range of topics focused on improving the quality of the Group's financial reporting. These included: - Ongoing implementation of a Group-wide Accounting Policy Handbook, to ensure consistency in the application of the Group's primary accounting policies. - Accounting treatment for certain one-off commercial contracts with particularly unusual or non-recurring terms. - Management's response to findings and recommendations resulting from the 2023 external audit. The implementation of recommendations contained within advisory publications from the FRC relating to, amongst others, best practice disclosures for revenue and impairment. - Improvements in the year-end revenue cut off procedures and pre-audit review analysis. ## Regulatory and legal compliance Having been requested to do so by the Board in accordance with Code Provision 27, the Committee also advises the Board on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. The Committee sought assurance as to the review procedures performed by Management, to support the Board in making this statement. These include clear guidance issued to all contributors to provide a consistent approach and a formal review process, to ensure that the Annual Report and Accounts are factually correct and reflective of material matters that have been discussed by the Board throughout the year. Following a review, the Committee advised the Board that appropriate procedures had been applied. ## Risk and internal control ## Risk management The Board is responsible for establishing a framework of prudent and effective controls, which enable the Company's risks to be assessed and managed. The Board has carried out a robust assessment of the principal and emerging risks facing the Group, including those that threaten its business model, future performance, solvency or liquidity. Please refer to pages 045 to 052 for further information on the Group's principal risks and uncertainties, the procedures in place to identify emerging risks, and how these are being managed and mitigated. Management have primary responsibility for identifying and managing the risks the Group faces. A comprehensive risk management programme has been developed and is monitored by the Group Risk Committee, which was chaired by the former Group CFD and, subsequently, the Group's Legal and Compliance Director during 2024, and whose members include the Group Head of Internal Audit and Risk Management and senior operational managers from across the Group. The Board sets the Group's risk appetite and, through the Audit Committee, reviews the operation and effectiveness of the Group's risk management activities. The Board periodically reviews the Group's strategic risks and its key mitigation plans and, through the Audit Committee, receives regular reports from the Group Risk Committee. Effective risk management processes are vital to the Group's continued success. Therefore, the Board continues to apply a robust risk management and governance model to provide assurance over the principal risks that might affect the execution of the Group's strategy which is focused on our target market customers, scaling our key activities and empowering our people. The Group's risk management approach recognises this, ensuring that risks are identified and mitigated at the appropriate level. The Group's model uses the well-defined three lines of defence methodology: - The first line of defence consists of operational management, who owns the risks and apply the internal controls necessary for managing risks day-to-day. - The second line of defence comprises functions such as internal compliance and assurance, which offer guidance, direction, oversight and challenge at the appropriate level. - The third line of defence, provided by Group Internal Audit, gives an independent view of the effectiveness of the risk management and internal control processes. It reports to the Audit Committee to ensure independence from Management. The Board reviews the operational effectiveness of the risk management model by directing the reinforcement of the processes that underpin it and by making sure it is embedded across all levels of the organisation. For example: - The Schedule of Matters Reserved for the Board ensures that the Directors properly address all significant factors affecting Group strategy, structure, financing and contracts. - The Board and Group Executive Management Team consider the principal risks, which are the barriers to achieving the Board's strategy. - The Group Risk Committee challenges the effectiveness of the principal risk mitigations and considers each principal risk in-depth at least once a year, by receiving reports from the risk owner. - The Group Risk Committee's deliberations, along with the current status of each principal risk, are reported to the Audit Committee and the Board. - The principal risk list is reviewed annually and leverages a bottom-up annual operational risk review, where operational management identify their everyday risks. - The Group Compliance Steering Committee assesses observance of laws and regulations, and reports to the Group Risk Committee. - The bid governance process reviews bids or major changes to existing contracts, and aligns with the Group's risk appetite and risk management process. The model and process comply fully with the UK Corporate Governance Code and the Financial Reporting Council's Guidance on risk management, internal control and related financial and business reporting. Important elements of our risk framework and processes include: - Ensuring that risk owners consider risk appetite, non-financial risks and potential risk triggers when reporting to the quarterly meetings of the Group Risk Committee. --- - All principal risks are reviewed at least annually by the Group Risk Committee. Higher-level or more immediate risks are considered more frequently, which has included cyber threat and contracting risk during 2024. - The Compliance Steering Committee, which reports to the Group Risk Committee, has completed the rollout of a Compliance Management System to assess and manage compliance risk more thoroughly. The Group has detailed business interruption contingency plans for all key sites, which are tested in accordance with an agreed schedule, while improvements to the Information Services disaster recovery processes are in progress to enhance control in this area. ## Internal control The Board has overall responsibility for maintaining and reviewing the Group's systems of internal control, and ensuring that the controls are robust and enable risks to be appropriately assessed and managed. All systems of internal control are designed to continuously identify, evaluate and manage significant risks faced by the Group, to safeguard the Group's assets and ensure information used in the business and for publication is reliable. This system of control is designed to reduce the risk of failure to achieve business objectives to a level consistent with the Board's risk appetite, rather than eliminate that risk, and can provide reasonable, but not absolute, assurance against material misstatement or loss. Throughout the year, the Board receives reports which enable it to consider the Group's significant risks, how they are identified, evaluated and managed, and the effectiveness of the internal control system in managing those significant risks. The Board also carries out an annual review of the effectiveness of the internal control and risk management systems, covering all material controls, including financial, operational and compliance controls. This formal process consists of a Management presentation to the Audit Committee, which provides the detailed evidence necessary to support its recommendation to the Board on the effectiveness of the systems of risk management and internal control. The evidence from which the Board draws its conclusions includes reports and other relevant information received, the results of an annual risk and internal controls questionnaire completed by Management and how any significant control weaknesses are followed up and mitigated. In the Board's opinion, the system of risk management and internal control has operated effectively during the year and the Group has also complied with the Code's internal control requirements throughout the year. ## Responsibilities and authority structure As discussed above, the Board has overall responsibility for making strategic decisions. There is a written Schedule of Matters Reserved for the Board. The Group Executive Management Team meets formally on a quarterly basis and, more informally, on a fortnightly basis, to discuss day-to-day operational matters. With the Group Operating Model in place across all of the Group's main operating entities, ultimate authority and responsibility for operational governance sits at Group level. The Group operates defined authorisation and approval processes throughout its operations. Access controls continue to improve, where processes have been automated to secure data. The Group has developed management information systems to identify risks and enable the effectiveness of the systems of internal control to be assessed. Linking employee recognition and incentives to customer satisfaction and profitability reinforces accountability and encourages further scrutiny of costs and revenues. Proposals for capital expenditure are reviewed and authorised, based on the Group's procedures and documented authority levels. The cases for all investment projects are reviewed and approved at divisional level. Major investment projects are subject to Board approval, and Board input and approval is required for all merger and acquisition proposals. ## Financial planning and reporting processes Each year, Management prepares or updates the three-year strategic plan, which the Board then reviews. The comprehensive annual budgeting process is subject to Board approval. Performance is monitored through a rigorous and detailed financial and management reporting system, through which monthly results are reviewed against data for past periods, budgets and agreed targets. The results and explanations for variances are regularly reported to the Board and action is taken where variances arise. Management and specialists within the Finance Department are responsible for ensuring that the Group maintains appropriate financial records and processes. This ensures that financial information is relevant and reliable, meets applicable laws and regulations, and is distributed internally and externally in a timely manner. Management reviews the Consolidated Financial Statements, to ensure that the Group's financial position and results are appropriately reflected. ## Centralised Treasury function The Board has established and regularly reviews key treasury policies, which cover matters such as counterparty exposure, borrowing arrangements and foreign exchange exposure management. The Group Treasury function manages liquidity and borrowing facilities for customerspecific requirements, ongoing capital expenditure and working capital. The Group Treasury function would normally report to the Chief Financial Officer, with regular reporting to the Audit Committee. The Group Treasury Committee enhances Management oversight. It is normally chaired by the Chief Financial Officer and also comprises the Group Financial Controller, the Group Head of External Reporting and the Group Head of Tax and Treasury. It is responsible for the ongoing review of treasury policy and strategy, and for recommending any policy changes for Board approval. The Audit Committee approves, on an ad hoc basis, any treasury activities which are not covered by existing policies, or which are Matters Reserved for the Board, and also monitors hedging activities for effectiveness. ## Compliance policies The Group has a number of compliance policies, including those relating to the General Data Protection Regulation, Business Ethics and AntiBribery and Corruption. Any breach of these policies by an employee is a disciplinary matter and is dealt with accordingly. The internal control regime is supported by a whistleblowing function, which is operated by an independent third party. --- ## The effectiveness of internal controls and of the risk management framework On behalf of the Board, the Committee is responsible for overseeing the effectiveness of the Group's systems of internal control and the risk management framework. The Group Risk Committee (GRC) meets each quarter to review the key risks facing the business. These are identified, and their likelihood and impact are assessed, within the Group's 'Risk Heat Map'. They are then reviewed in conjunction with accompanying risk mitigation plans. The GRC meeting agendas are circulated to the Committee for review, with any matters of note highlighted and explained to the Committee by the GRC Chair. This includes how the Group's risks may have moved during the previous three months and the mitigations introduced or developed. The GRC's assessment of the effectiveness of the process is also provided. To assist the Board, the Committee monitors the risk management processes and reports from Internal Audit. ## Internal control oversight Periodically the Committee received reports on the operation of internal controls from various Group functions. These included: - A report from the Group Information Assurance (GIA) function on its role, which continues to be a key part of the control framework for data security and cyber defence, and how it fits into the overall control structures of the Company within the wider risk management framework. GIA reported on the programme of enhancements for the Cyber Defence Center and cyber security. Where cyber incidents, attacks and breaches are detected by the GIA, it reports to the Committee on the mitigations and outcomes of any investigation, including plans for remediation and improvements. - Corporate Governance Code compliance reviews. - Review of distributable reserves within the Parent Company. - Treasury reporting, policy and controls including the Group Treasury Strategy and Policy, Transactional Foreign Exchange Strategy and Policy and activities of the Treasury Committee, which retains operational oversight. - Trade receivables control environment, to assess collection processes, activities and risks. - Trade payables and other creditors control environment, to review procedures and payment timeliness analysis. - Review of the operation, performance and planning of the Company's Finance Shared Service Center. - Management's review of the value of goodwill and acquired intangibles, including the assessment of factors which could affect the recoverability of these assets and whether they could give rise to an impairment. - Received an external report, commissioned by the Committee, on the effectiveness of our Group Internal Audit function. - Reports from the Compliance Steering Committee. - Updates on litigation matters. - Revised policy on related parties. - Introduction of a code of Ethics for Senior Financial Officers. - Updates on the Failure to Prevent Fraud initiatives. - Finance organisation change and talent review. ## Whistleblowing The Committee confirms that it is satisfied that, as at the date of this report, arrangements are in place to ensure that employees are able, in confidence, to raise any matters of concern, as detailed within the Strategic Report on page 077. The Committee is also satisfied Management will conduct proportionate and independent investigation of such concerns, including an assessment of the financial impact, and any appropriate follow-up action will be taken. During the year, the Committee was satisfied that investigations and follow-up actions were appropriate. As at the date of this report, all of the Group's operating entities had access to the same whistleblowing platform. ## The effectiveness of the Internal Audit function The Group has an Internal Audit function which reports to the Chair of the Committee, and also has direct access to the CEO. Its key objectives are to provide the Board, the Committee and Management with independent and objective assurance on risks and the related mitigating controls, and to assist the Board in meeting its corporate governance and regulatory responsibilities. A formal audit charter guides the function's work and procedures and was updated during the year. The Board, through the Committee, has directed the Internal Audit department's work towards areas of the business that are considered to be the highest risk. The Committee approves a rolling audit programme, ensuring that all significant areas of the business are independently reviewed over, approximately, a four-year period. The programme and the audit findings are assessed continually, to ensure they take account of the latest information and, in particular, the results of the annual review of the effectiveness of internal controls and any shifts in the focus areas of the various businesses. Each year, the Committee reviews the effectiveness of the Internal Audit department and the Group's risk management programme. The formal review typically consists of an evaluation of Internal Audit's activities by managers across the business who have been subject to audit during the year. The assessment normally covers areas such as departmental organisation, business understanding, skills and experience, communication and performance. The Committee received an update from the Group Head of Internal Audit and Risk Management at each meeting during the year. The updates covered current audit activities and the results of completed audits. The Chair met the Group Head of Internal Audit and Risk Management on a number of occasions during the year, to be updated on the function's activities. The Committee kept Internal Audit's staffing levels under review throughout 2024. The Committee has challenged and approved the Internal Audit plan and the mapping of that plan to the Group's principal risks and related mitigating controls, as set out on pages 045 to 052. The plan is kept under review to reflect the changing needs of the business and to ensure that new and emerging business risks are appropriately considered within it. ## Internal audit independence In all material respects, Computacenter follows the 'Internal Audit Code of Practice: Guidance on effective internal audit in the private and third sectors' published by the Chartered Institute of Internal Auditors in January 2020. In particular the Group Head of Internal Audit and Risk Management is ultimately responsible to the Chair of the Audit Committee, with a secondary reporting line to the Chief Financial Officer for administrative purposes only. --- To guarantee its independence and objectivity Internal Audit does not: - Set the Company's risk appetite. - Impose risk management processes. - Take decisions on risk mitigation or implement risk mitigation actions on behalf of business management. - Perform operational duties, including the operation of policies and procedures. - Initiate or approve accounting transactions. In addition, the Audit Committee: - Is responsible for the appointment and removal of the Group Head of Internal Audit and Risk Management. - Approves the annual Internal Audit plan and budget. - Receives regular updates from the Group Head of Internal Audit and Risk Management. ## Performance of the Committee An internal survey was performed to assess the current effectiveness of the Committee. The review indicated that the Committee continues to perform effectively. No significant issues in the way the Committee functions were highlighted as being in need of remediation. The Committee agreed that, whilst Management papers submitted to it continued to improve during the year, their quality could be further enhanced by limiting content to information that enables or supports the Committee's decision-making, emphasising key points for consideration, and reducing duplication and unnecessary detail. Refer to page 098 for further details on the internally facilitated evaluation carried out. ## The integrity of the Group's relationship with the auditor and the effectiveness of the external audit process ## External audit The Committee oversees the Group's relationship with its auditor and makes recommendations to the Board concerning the appointment, reappointment and remuneration of the auditor. ## Reappointment of the auditor Following a review of the external auditor's effectiveness and further Committee discussions, the Committee has recommended to the Board that it propose the reappointment of Grant Thornton as the Group's auditor, for approval by the Company's shareholders at its 2025 AGM. Grant Thornton was first appointed as the Group's auditor with effect from May 2023, following a competitive tender process. The Committee will continue to review the performance of Grant Thornton, as set out below, on an annual basis. ## Rotation of lead audit engagement partner The lead audit engagement partner for the year ended 31 December 2024 was Ms Rebecca Eagle, who completed her second year in this role. During the reporting period, the Company complied with The Statutory Audit Services for Large Companies Market Investigation [Mandatory Use of Competitive Tender Processes and Committee Responsibilities] Order 2014. ## Effectiveness of the external audit process The Committee places great importance on ensuring a high-quality and effective external audit process. When conducting the annual review, the Committee considers the performance of the auditor as well as its independence, compliance with relevant statutory, regulatory and ethical standards, and objectivity. The Committee remains satisfied with the engagement and performance of Grant Thornton in its second year of appointment. The audit team continued to have a substantive presence within the business. Grant Thornton has focused its improvements on the adoption of earlier audit procedures, effective resolution of matters raised and furthering their understanding of our business. The formal review of effectiveness will be reported to the Committee after the finalisation of the 2024 Annual Report and Accounts. During the year the Committee reviewed the effectiveness and quality of the external audit process by: - reviewing the audit plan, including the identified significant risks and monitoring changes in response to new issues or changing circumstances, including supporting the performance of additional advanced procedures; - reviewing the planned audit hours of each component; - reviewing the audit scope with the lead audit engagement partner, to ensure adequate coverage of full-scope audit components over the Group's operations; - understanding the materiality thresholds adopted by Grant Thornton at each reporting period, for both the audit of the Group and its key audit components; - receiving reports on the results of the audit work performed; and - considering the most recent report of the FRC's Audit Quality Review team [AQRT] on Grant Thornton. The Committee reviewed the Grant Thornton year-end report and discussed it with the lead audit engagement partner. The Committee further reviewed the effectiveness of the external audit process by means of a questionnaire, which was completed by key stakeholders and relevant Group Management. The matters covered by the questionnaire included the understanding of the business and its audit risks, and the degree of scepticism, challenge and competency of the Grant Thornton employees that comprise the audit team. The results were discussed as a specific agenda item at the Committee meeting immediately following the completion of the questionnaire process, and actions requested by the Committee to enhance effectiveness were followed up with a series of face-to-face meetings and continue to be monitored as appropriate. --- ## Auditor Independence The Committee places considerable importance on ensuring the continuing independence of the Group's auditor. This topic is reviewed at least annually with the auditor, which confirms its independence to the Committee twice a year. ## Non-audit services To help maintain the auditor's independence, the Committee has a policy regarding the scope and extent of non-audit services provided by the Group's auditor, which is summarised below. The auditor is appointed primarily to report on the annual and interim Consolidated Financial Statements. The Committee places a high priority on ensuring that the auditor's independence and objectivity is not compromised either in appearance or in fact. Equally, the Group should not be deprived of expertise where it is needed and there may be occasions where the external auditor is best placed to undertake other accounting, advisory and consultancy work, in view of its knowledge of the business, as well as confidentiality and cost considerations. Under the Committee's non-audit services policy, the Group auditor should not be engaged to undertake work which constitutes a prohibited non-audit service, as defined under provision 5.167 of the FRC's Ethical Standard. Any other non-audit service (a Permitted Service) must, to the extent that it is not viewed as trivial, be approved in advance by the Committee. In each case where the Group auditor is authorised to perform a Permitted Service, the Committee will assess threats to the auditor's independence and the proposed safeguards to be applied when such services are carried out. It will also document what action was taken by the Group auditor, including appropriate safeguards where necessary, to ensure that its independence was not compromised as a result of performing the Permitted Service. The Committee will consider alternative suppliers and competitive tenders and then discuss and document why it viewed the Group auditor as the most appropriate party to perform the Permitted Service. The Committee monitors compliance with this policy by monitoring the level of non-audit work provided by the external auditor, resulting in non-audit fees being $7.4 \%$ of Grant Thornton's overall audit fee during 2024 (2023: 6.3\%), as set out on page 181 of the Notes to the Consolidated Financial Statements. The Group auditor will, in no circumstances, undertake non-audit services for the Group to the extent that the total fee payable by the Group to its auditor exceeds $70 \%$ of the average annual statutory fee payable by the Group over the last three consecutive years. During the year, the only Permitted Service performed by Grant Thornton was the performance of the Interim Review. No other Permitted Services or trivial non-audit services were provided to the Group during the year. Any other trivial non-audit services provided would be subject to Grant Thornton's review of the impact on its own independence against the Group's non-audit services policy and to ensure that they are not a prohibited non-audit service. The Committee was satisfied that the independence of Grant Thornton, as Group auditor, was not affected. I look forward to completing my first full year as Chair of the Audit Committee in 2025 and further progressing the effectiveness of the Committee and its reporting to the Board. ## Adam Walker Chair of the Audit Committee 17 March 2025 --- ## Directors' Remuneration report ![img-94.jpeg](img-94.jpeg) | Current members | Role | Attendance record | | --- | --- | --- | | René Carayol (Chair) | Independent Non-Executive Director | 5/5 | | Pauline Campbell | Chair of the Board | 5/5 | | Kelly Kuhn | Independent Non-Executive Director | 2/2 | | Ljiljana Mitic | Independent Non-Executive Director | 5/5 | | Adam Walker | Senior Independent Director | 2/2 | | Former Committee members in 2024 | | | | Ros Rivaz | Former Chair of the Committee and Senior Independent Director | 3/3 | | Peter Ryan | Former Chair of the Board | 2/2 | ### Membership and attendance The Remuneration Committee is made up of independent Non-Executive Directors and the Chair of the Board, who was considered to be independent on appointment. The CED and Chief People Officer attend meetings by invitation. The Company Secretary is the secretary to the Committee. ### Activities of the Committee - Remuneration benchmarking for the Chair, Executive Directors, and Group Executive Management Team roles - Review of performance measures and targets to ensure that they remain aligned with our strategy - Determination of leaving arrangements for the former CFO - Assessment of variable remuneration outcomes for the CED and former CFO - Review of the Remuneration Policy and determining the Proposed Policy following that review ### How the Remuneration Committee spent its time 1. Review of variable remuneration targets and outcomes: **36%** 2. Determining the Proposed Policy: **33%** 3. Governance updates: **31%** ![img-95.jpeg](img-95.jpeg) ### Annual statement from the Chair of the Remuneration Committee # Dear Shareholder On behalf of the Board, I am pleased to present the Directors' Remuneration report for the year ended 31 December 2024. The report that follows is split into three sections: - this Annual Statement; - a proposed new Directors' Remuneration Policy (the Proposed Policy) on pages 119 to 127, which is being put to a binding shareholder vote at the Company's 2025 AGM; and - the Annual Report on Remuneration on pages 128 to 140, which includes information on the amounts paid to the Executive and Non-Executive Directors in respect of 2024 in accordance with the Company's current Directors' Remuneration Policy (the Policy), and details of how the Proposed Policy will be implemented in 2025, if approved by shareholders. The report will be subject to an advisory vote by shareholders at the 2025 AGM. ### Our approach to remuneration Our approach to executive remuneration, which covers Executive Directors and the Group Executive Management Team, is based on the principle that pay should be clearly linked to performance and the value delivered to shareholders. We also consider broader strategic factors, including sustainability metrics, as part of our overall assessment of performance. This means our executive remuneration structure is heavily weighted towards variable pay, which rewards meeting stretching financial and strategic targets over the short and long term. The structure is simple and transparent, reflecting Computacenter's Winning Together Values. It also prioritises the Group's long-term success, within a suitable risk framework which aligns Management's day-to-day decision-making and the Board's risk appetite. We are comfortable that our remuneration framework is clearly understood by our stakeholders and Management and that the Policy has operated as intended for 2024. --- We consider share ownership by Executive Directors to be a key principle supporting shareholder alignment, and we review and approve the Group's shareholding guidelines each year. Our CEO Mike Norris holds a significant interest in the Company's shares, which is well above the minimum required. Our guidelines require any new Executive Directors to build their shareholding to the required value, while former Executive Directors must retain their shares for two years from stepping down from the Board. ## Business context - the year under review As outlined in the Strategic Report, we did not achieve the financial performance we were expecting at the start of the year in 2024. This partly reflected more difficult market conditions, a tough economic environment and political uncertainty in several of our core markets. Technology Sourcing delivered a solid result and the Group made further progress in Professional Services. However, disappointing execution in some areas of Managed Services held back the overall result. Despite this, the Group had the most profitable half year in its history in the second half of the year, ending 2024 with a record number of customers generating over $£ 1 \mathrm{~m}$ of gross profit per annum. Group adjusted profit before tax for the year decreased by $8.6 \%$, to $£ 254.0 \mathrm{~m}$. Adjusted diluted EPS, our primary EPS measure, was $8.5 \%$ lower at 159.9p. Our proposed full-year dividend is 70.7p per share, up 1.0\% on 2023. Further details of the Group's performance can be found on pages 020 to 031. This outturn meant that the Group did not achieve its plan or meet the market consensus expectations set at the start of 2024. The remuneration outcomes for the year reflect this. ## Remuneration outcomes The Committee reviewed performance against the annual bonus conditions for 2024. The performance in the year is reflected in the pay-out for the CEO and former CFO, who received 19.85\% of the award, at $£ 210,526$ and 19.85\% of the award, at $£ 139,060$, respectively. Half of these amounts will be deferred into shares in line with the Policy. The Performance Share Plan (PSP) awards granted in March 2022 to our CEO Mike Norris, as well as part of the replacement awards granted to Christian Jehle on joining the Company, had performance measures based on the Company's adjusted diluted EPS and Group Services revenue growth over the three financial years ended 31 December 2024. Over this period, adjusted diluted EPS decreased by an average of 0.20\% per annum and Group Services revenue increased by $4.18 \%$ per annum. This means the adjusted diluted EPS target was not met and, whilst the Group Services revenue target was partially met, this element of the award did not pay out as it was subject to a performance underpin requiring adjusted diluted EPS to be positive over the performance period. As a result, none of the PSP award will vest. The Committee considered the formulaic bonus and PSP outturns in the context of the external environment, individual and business performance, the shareholder experience, the customer experience, and the treatment of employees throughout the Group. Taking these factors into account, the Committee considered the outcomes to be fair and did not exercise its discretion to vary the amounts. ## Remuneration for former directors As referenced on page 010, Christian Jehle stepped down as CFO and as an Executive Director on 16 December 2024 and left the Group as an employee on 31 December 2024. Full details of his remuneration package on exit are set out in this report. As part of his package, the Committee determined Christian would: - Be paid in lieu of notice for the balance of his 12-month notice period and receive up to $£ 10,000$ (plus VAT) towards legal fees. - Be eligible to receive an annual bonus in respect of the year ended 31 December 2024, subject to the Committee's assessment of relevant performance targets. The Committee considered his eligibility to receive a full-year bonus appropriate given that he was employed by the Company for the full year, and having stepped down from the Board continued to contribute and be available to facilitate a smooth handover of his responsibilities for the remainder of the year. - Retain his outstanding deferred bonus and buy-out awards in accordance with their terms, and be required to retain his shareholding in Computacenter until 31 December 2026 in accordance with the Group's shareholding guidelines. His 2023 and 2024 PSP awards lapsed on 31 December 2024 when he ceased employment and no other payments for loss of office will be made to him. ## Proposed amendments to the Remuneration Policy Over the last five years, Computacenter has achieved a step-change in scale. We are now a leading independent technology and services provider, and one of the world's largest value-added resellers. As set out earlier in this Annual Report, we are investing significantly to drive our organic and inorganic long-term growth aspirations globally. During this time, the Group has produced a substantial increase in revenues, strong profit before tax performance matched by cash generation, whilst maintaining a strong balance sheet. We have grown organically and inorganically through acquisitions funded by our balance sheet and returned significant value to our shareholders. Our business is now a much larger and more complex organisation, operating in 70 countries globally. Against this backdrop, the Committee has undertaken a review of the Directors' Remuneration Policy, in order to ensure that remuneration arrangements remain relevant for the business today and into the future. This includes attracting, motivating and retaining our Executive Directors to deliver our long-term strategic objectives in an increasingly competitive global market for talent. The Policy was last approved by shareholders at our 2023 AGM. Whilst a new policy would ordinarily not be required until the 2026 AGM, the Committee considers the effectiveness of the Policy on an annual basis, in line with best practice. Following a benchmarking exercise where we reviewed the competitiveness of our packages against companies at the top end of the FTSE 250 (excluding financial services) and US technology companies of a similar market capitalisation to ours, we realised that: 1. The CEO's remuneration was around the lower quartile on each individual aspect of pay and around the lower decile overall against the UK market. 2. Our CEO was the lowest paid against the peers in the US market, primarily driven by a long-term incentive shortfall. --- Reflecting on this data, the Committee felt that our CEO, who has been in place for over 30 years, and delivered very successful sustained performance over that time, should not be positioned so far below the market. In addition, the Committee recognised the CEO's remuneration was causing compression issues within his team. Following the review, a number of key changes are proposed to the Policy: ## 1. Adopt a hybrid long-term incentive component consisting of PSP and RSP - Maintain the Performance Share Plan (PSP) in line with the current approach - maximum annual opportunity of $200 \%$ of salary with three-year performance period and two-year holding period. - Introduce a new Restricted Share Plan (RSP) element - maximum annual opportunity of $50 \%$ of salary, with a four-year cliff vesting period and a one-year holding period. The RSP will be subject to a 'good practice' underpin, including consideration of financial performance, which will allow the Committee to adjust the vesting outturn of the RSP awards where it considers it appropriate. ## 2. Increase the annual bonus maximum - Increase the maximum annual bonus opportunity from $150 \%$ of salary to $200 \%$ of salary. - All other elements of annual bonus remain the same. ## 3. Increase the share ownership guideline - Make the shareholding guideline 1x value of the total annual LTIP award for each Executive Director (up to 250\% of base salary under the Proposed Policy). However, the shareholding requirement for our current CEO will increase from $200 \%$ of base salary to $300 \%$ of base salary. In determining the appropriateness of the proposed changes, the Committee considered the following factors: - Retention of Mike Norris as CEO. Mike Norris has been CEO of Computacenter for over 30 years. He has been vital in growing the business to its current scale and is critical to the future success of the Company. It is therefore imperative that we offer Mike a package which effectively retains and motivates him to achieve the long-term objectives of the Company. - Increased competitiveness in global talent markets. A 'hybrid' approach of PSP and RSP awards is the most common approach in the US and globally - especially in the high-growth technology sector which is a market we consistently compete with for talent. We believe that the hybrid approach will modify the volatility in our incentive arrangements and enable us to use the PSP to drive performance, and the RSP to ensure the retention of Executive Directors, whilst still aligning them with the shareholder experience. - In line with UK market norms. The Proposed Policy will continue to contain best practice features adopted across the UK, including any vesting under the RSP award remaining subject to the achievement of a performance underpin and five-year total time horizons for all long-term incentive awards. - Long-term performance focus. The long-term incentives (PSP and RSP) will remain the most substantial component of the remuneration package, aligning participants, including those below the Board, with the long-term success of the business. - Increase through variable pay. The Committee decided to close the gap to market by increasing the variable/performance elements of remuneration, rather than via increases to base salary. In addition, the Committee considered the impact the proposed changes would have on the overall remuneration package. Under the Proposed Policy, the CEO's overall remuneration package would be positioned just above the median against the UK companies of a similar size, broadly covering the top 50 companies in the FTSE 250. The Committee is comfortable with the positioning of the Proposed Policy against the benchmarks, particularly given the CEO's performance history and level of experience. The Committee has consulted with major shareholders on the proposed changes and received valuable feedback. As a direct result of shareholder feedback, the Committee determined that a more robust underpin should be implemented for the RSP awards, as set out in more detail on page 116. In addition, as part of the policy review, consideration had been given to removing or reducing the annual bonus deferral requirement once an Executive Director had met the shareholding guideline. Following shareholder feedback, this proposed change was not adopted. ## Wider workforce considerations As part of our broader responsibilities, the Committee reviewed the Group's workforce policies and practices, as well as its gender pay gap and CEO pay ratio reporting. This provided important context for our decisions during the year. For 2025, the average increase in salaries is circa $2.7 \%$ in the UK and $3.7 \%$ globally. The Committee and Board believe this represents an appropriate balance between our aspiration to motivate and retain the best talent and ensuring a sustainable cost base for the business. We continue to ensure that employees have an opportunity to share in our success through our Sharesave plans, which we have operated for many years. The employee participation rate in these plans, where an employee is in at least one active savings plan, is $54 \%$ in the UK (2023:55\%), 26\% in Germany (2023: 25\%) and 14\% in the US (2023: 18\%). --- ## 2025 remuneration ## Base salary Mike Norris's salary will increase by $2.7 \%$, in line with the average for our UK workforce. The Committee considers this appropriate, in the context of both Company and individual performance. ## Annual bonus Subject to shareholder approval, the CEO's maximum annual bonus opportunity for 2025 will be 200\% of salary. The 2025 bonus will continue to have $80 \%$ weighting on financial measures ( $50 \%$ adjusted profit before tax, $10 \%$ service contribution growth, $10 \%$ cash balance and $10 \%$ cost efficiency) and a $20 \%$ weighting on personal performance. We continue to include ESG targets in annual bonus personal objectives. For the CEO they include an objective based on the progress made on the Group's Net Zero journey, diversity and inclusion, and the development of Circular Services as a tool through which Computacenter can contribute to a sustainable environment, as well as assisting our customers on their own sustainability journeys. The Committee will keep this area under review as our Sustainability Strategy continues to mature. ## Long-term incentive plan Subject to shareholder approval at the 2025 AGM, the intention is to grant awards of PSPs and RSPs to the CEO for 2025. The PSP award level remains unchanged at 200\% of salary. The Committee reviews performance targets for PSP awards each year to ensure they continue to reflect and incentivise the Group's strategy. For 2025 awards, the performance measures are unchanged from those for the 2024 awards, namely compound annual EPS growth ( $70 \%$ weighting), compound annual Services revenue growth ( $15 \%$ weighting) and EBIT growth in North America ( $15 \%$ weighting). Full details of the targets are on page 140 . Under the RSP, an award of $50 \%$ of salary will be made to the CEO. Awards will be subject to a four-year vesting period and a one year holding period. In line with best practice, the RSP awards are subject to a robust underpin that ensures there is no reward for failure. For the 2025 RSP awards, the underpin will consider: 1. Whether there is a material weakness in the underlying financial health or sustainability of the business. Factors such as, but not limited to, revenue, gross profit, adjusted diluted EPS and adjusted net funds would be considered. 2. Performance against Computacenter's key strategic, including both financial and non-financial, priorities over the vesting period being at an appropriate level. 3. Whether there has been a materially serious risk and/or reputational event which could have been reasonably foreseen. The Committee will assess performance against the underpin set out above at the end of the four year vesting period and consider whether a discretionary reduction (down to zero) in the vesting of awards was required. Further details of the assessment of the underpin will be disclosed in the relevant Annual Remuneration Report at the time of vesting. ## Committee performance During the year, the Committee and its activities were subject to an internally facilitated review, which showed that the Committee continues to be effective. The results of the Board and Committee evaluation are set out in more detail on page 098. The Committee's role is to ensure that executive remuneration reflects the Group's performance. I hope that shareholders will be satisfied that the Committee has discharged its duties appropriately and in line with your interests, and will support the Proposed Policy at the 2025 AGM. ## René Carayol Chair of the Remuneration Committee 17 March 2025 --- # At a glance: key decisions in 2024 and implementation of the new Remuneration Policy for 2025 The table below summarises the Committee's key decisions in 2024 and how, if approved by shareholders at the 2025 Annual General Meeting, key elements of the Proposed Policy will be implemented in 2025. | Element | Remuneration outcomes 2024 (applicable to the CEO, Mike Norris and the former CFO, Chris Jehle) | Operation of the Proposed Policy in 2025 (applicable to the CEO, Mike Norris) | | --- | --- | --- | | Base salary | From 1 January 2024 CEO: $£ 707,000$ CFO: $£ 467,000$ | No change to Policy CEO: $£ 726,000$ (Circa 2.7\% increase for the CEO, in line with the wider UK workforce increase) | | Pension | 5\% of salary (in line with UK employees) | No change from 2024 | | Annual bonus opportunity | Maximum: $150 \%$ of salary | Maximum: $200 \%$ of salary | | Annual bonus measures | - Financial measures are Group adjusted profit before tax (50\%), Services contribution growth (10\%), cash balance (10\%) and cost efficiency (10\%) - Remainder of the annual bonus (20\%) based on personal objectives | No change to Policy - The majority of the bonus will be based on financial measures and the remainder will be based on non-financial measures. - For 2025, the financial measures are Group adjusted profit before tax (50\%), Services contribution growth (10\%), cash balance (10\%), and cost efficiency (10\%). - The remainder of the annual bonus (20\%) will be based on stretching personal objectives for the year. - Performance targets are considered to be commercially sensitive and will be disclosed in full in the 2025 annual report, assuming they do not remain commercially sensitive. | | Annual bonus deferral | - Ordinarily 50\% of the annual bonus will be deferred into shares, with half the shares payable after one year and the remaining half after two years. | - No change to Policy | | Performance Share Plan (PSP) opportunity | Maximum: $200 \%$ of salary | - No change to Policy | | PSP measures | - 2024 PSP awards will vest based on the Group's adjusted diluted earnings per share (70\%), Services revenue growth (15\%) and North American business EBIT growth (15\%). - Performance will be measured over a three-year period. - Targets are disclosed prospectively. | - No change to Policy | | PSP holding requirement | - PSP awards are subject to a two-year, post-vesting holding period. | - No change to Policy | | Restricted Share Plan opportunity (RSP) | - N/A | - Maximum: $50 \%$ of salary | | RSP vesting conditions | - N/A | - Vesting of RSP awards granted in 2025 will normally require continued employment by the Group following a four-year vesting period, and will be subject to a 'good practice' underpin, which allows the Committee to make a discretionary reduction to the award at vesting based on Group performance to ensure there is no reward for failure. | | RSP holding requirement | - N/A | - RSP awards will be subject to a one-year, post-vesting holding period. | | Shareholding guideline | - 200\% of salary in-employment shareholding guideline. - Post-cessation shareholding requirements apply at the same level as the in-employment guideline (or actual shareholding, if lower) for two years after stepping down from the Board. | - 300\% of salary in-employment shareholding guideline for the CEO. - No changes to the post-cessation shareholding requirements. - 1 x total LTIP annual award value for all other Executive Directors. | | Malus and clawback | - Malus and/or clawback provisions apply to annual bonus awards, including deferred awards for a period of two years, and to PSP awards up to the fifth anniversary of grant. - The malus and clawback provisions are set out in the Remuneration Policy later on in this report. | - Malus/clawback provisions will also apply to RSP awards. | --- # CED and former CFO year-end outcomes: | 2024 Bonus outcome | - $19.85 \%$ of maximum pay-out (CEO)/19.85\% of maximum pay-out (former CFO). | | --- | --- | | 2022-24 PSP outcome | - $0 \%$ of maximum vesting. | ## Alignment of our policy with the UK Corporate Governance Code The Committee considers that the current Remuneration Policy, as well as the Proposed Policy, and its implementation appropriately address the following principles, as set out in the UK Corporate Governance Code. | Principle | How the Committee has addressed this | | --- | --- | | Clarity | - The Committee is committed to providing open and transparent disclosures with regard to executive remuneration arrangements. - As part of our ongoing review of remuneration arrangements, we engage with our major shareholders and consult with them on material issues to allow the Committee to consider their feedback. During the first quarter of 2025, we consulted with our top 15 shareholders (by value of holding) on our proposed changes to the Directors' Remuneration Policy. The current Remuneration Policy and the Proposed Policy clearly describe all aspects of Directors' remuneration. | | Simplicity | - In determining the remuneration framework, the Committee was mindful of avoiding complexity and ensuring that arrangements are easy to understand. - Our remuneration arrangements are simple in nature, comprising three main elements - fixed pay (comprising of base salary, pension and benefits), variable short-term incentives (annual bonus), and variable long-term incentives (PSP and RSP awards). This framework is well understood by participants, and feedback from our shareholders indicates that it is also well understood outside of our organisation. | | Risk | - The Committee believes that the structure of remuneration arrangements does not encourage excessive risk taking. - The remuneration framework has a number of features which align remuneration outcomes with risk, including a two-year, post-vesting holding period applied to any PSP awards, a one-year, post-vesting holding period applied to any RSP awards, and a deferred annual bonus plan (further details on pages 120 to 121) and personal shareholding guidelines applying both in-employment and post-employment. - In addition, malus and clawback provisions apply to the annual bonus, PSP awards and RSP awards. | | Predictability | - The Remuneration Policy outlines the threshold, target and maximum levels of pay that Executive Directors can earn in any given year over the three-year life of the approved Remuneration Policy. Actual incentive outcomes vary depending upon the level of performance against various measures, with performance against targets normally disclosed in the Annual Report on Remuneration each year. Areas over which the Committee can exercise discretion are clearly outlined in the Directors' Remuneration Policy as set out from pages 119 to 127 . | | Proportionality | - The Committee is satisfied that the Remuneration Policy does not reward poor performance. Payment of the annual bonus and PSP is subject to the achievement of stretching performance targets, which are clearly linked to the Group's strategy. Any vesting under the RSP awards will be subject to a good practice underpin to ensure there is no reward for failure. - The Committee is cognisant of the pay and conditions for the wider workforce, and this is taken into account when considering executive remuneration. Feedback and related questions from our workforce are provided to the Workforce Engagement Director during his annual engagement process. - Additionally, the Committee retains the discretion to adjust formulaic outcomes under the annual bonus, PSP and RSP, should it consider that the outcome is not aligned to the underlying performance of the Company or individual. | | Alignment to culture | - Considering the long-term is one of our Winning Together Values and our remuneration arrangements, shareholding requirements and malus and clawback provisions all encourage the Executive Directors to take a long-term view in their decisions. Personal performance objectives also often contain elements that directly link to our values and culture, such as people or customer-based metrics. | --- ## Computacenter's Remuneration Policy This section is the Group's Remuneration Policy [the Proposed Policy], as reviewed and approved by the Board. As required, it complies with Schedule 8 to The Large and Medium-sized Companies and Groups [Accounts and Reports] Regulations 2008 [as amended]. It is intended that the Proposed Policy will be put before shareholders for approval by way of a binding vote at the Company's AGM on 15 May 2025. If approved by shareholders, the Proposed Policy will have effect immediately thereafter. Until such approval, the Company's existing Remuneration Policy will continue to apply. ## Summary of decision-making process and changes to policy In determining the Proposed Policy, the Committee followed a robust process which included discussions on the content of the Proposed Policy at three Committee meetings. The Committee considered input from Management and our independent advisors, and sought the views of Computacenter's major shareholders. The Committee also assessed the Proposed Policy against the principles of clarity, simplicity, risk management, predictability, proportionality and alignment to culture. Further information on the Committee's decision-making process is set out in the Annual Remuneration report. ## Overview of key changes Following the review of the Remuneration Policy, the following key changes have been made: - The annual bonus maximum opportunity has been increased to 200\% of salary. - A restricted share plan element, with a maximum opportunity of $50 \%$ of salary, has been added to the long-term incentive. Awards will vest, subject to a good practice underpin being achieved, after four years and will be subject to an additional one-year post-vesting holding period. - Share ownership guidelines have increased from 200\% to 300\% of salary for the current CEO, Mike Norris, and to the value of the total annual LTIP award [up to 250\% of salary] for other Executive Directors. The context in which the changes have been made and the associated rationale are set out in the Remuneration Committee Chair's letter on pages 113 to 116. Other minor changes have been made to improve the operation and clarity of the Proposed Policy. ## Policy table | Base salary | | | --- | --- | | Purpose and link to strategy | Supports the recruitment and retention of Executives of the calibre required to deliver the Group's strategy. | | Operation | Base salaries are paid in cash and reflect an individual's responsibilities, performance, skills and experience. Normally reviewed annually with any changes typically effective on 1 January, taking into account the factors above and the level of pay settlements across Computacenter Group, the performance of the business and general market conditions. Salary levels at other organisations of a similar size, complexity and business orientation will be reviewed for guidance. A review may not necessarily result in an increase in base salary. An exceptional review may take place to reflect a change in the scale or scope of a Director's role, for example [but not limited to] a major acquisition. Salaries in respect of the year under review [and for the following year] are disclosed in the Annual Report on Remuneration. | | Maximum opportunity | There is no prescribed maximum base salary or maximum annual increase. Ordinarily any salary increase will not exceed our standard approach to increases for other employees in the market in which the Director is based. Higher increases may be considered in certain circumstances as required, for example, to reflect: - an increase in scope of role or responsibility; - performance in role; or - an Executive Director being moved to appropriate market positioning over time. | | Performance measures | Individual and business performance are taken into consideration when deciding salary levels. | --- | Annual bonus | | | --- | --- | | Purpose and link to strategy | To incentivise the delivery of annual, short-term, stretching financial and normally also non-financial objectives. To align pay costs to affordability and the value delivered to shareholders. | | Operation | Performance measures and targets are set at the beginning of each financial year. Performance is normally assessed over one financial year. | | | Normally, 50% will be paid in cash and 50% will be deferred into Computacenter shares, with half the shares payable after one year and the remaining half after two years, unless the Committee determines otherwise. | | | Deferred awards will normally be granted under the Deferred Bonus Plan. | | | Deferred awards will usually include the right to receive dividend equivalents in respect of dividends paid, calculated on such basis as the Committee determines. | | | Malus and clawback provisions will apply, as set out in the notes to this table. | | | The Committee has discretion to vary bonus payments downwards or upwards in appropriate circumstances, including if it considers the outcome would not be a fair and complete reflection of performance. To the extent that this discretion is exercised, this will be disclosed in the relevant Directors' Remuneration Report. | | Maximum opportunity | The maximum annual bonus opportunity in respect of any financial year is 200% of base salary. | | | Bonus opportunities in respect of the year under review (and for the following year) are disclosed in the Annual Report on Remuneration. | | Performance measures | Normally, the majority of the bonus will be based on financial measures and the remainder on non-financial measures. | | | Financial measures may include profitability, cost management, cash management and other appropriate measures. | | | Non-financial targets will be targets set by the Committee, including the delivery of our strategy and/or the Executive Directors' personal objectives for the year. | | | Targets are usually reviewed and approved annually by the Committee, to ensure that they are stretching and adequately reflect the strategic aims of the Group. | | | The Committee determines the threshold and target payout levels each year, taking into account the level of stretch in the targets set. The level of overall bonus award which is payable for threshold performance will not normally exceed 30% of the maximum opportunity. | | Long term incentive | Performance Share Plan (PSP) element | Restricted Share Plan (RSP) element | | --- | --- | --- | | Purpose and link to strategy | To align the interests of Executive Directors and shareholders. To incentivise the achievement of longer-term profitability and returns to shareholders, and growth of earnings in a stable and sustainable manner. | | | | Supports the recruitment and retention of Executives of the calibre required to deliver the Group's strategy. | | | Operation | Awards of nil-cost options (or equivalent) which are granted on a discretionary basis and will normally vest subject to performance and continued employment at the end of a performance period, which is usually at least three years. | Awards of nil-cost options (or equivalent) which are granted on a discretionary basis and will normally vest subject to a good practice underpin and continued employment at the end of a service/vesting period, which is usually at least four years. | | | PSP awards will normally be subject to a two-year holding period following vesting. Upon vesting, sufficient shares can be sold to pay tax. | PSP awards will normally be subject to a one-year holding period following vesting. Upon vesting, sufficient shares can be sold to pay tax. | | | The shares held during the holding period will include the right to receive dividend equivalents on the vested shares in respect of dividends paid over the period from the end of the performance period to the date on which the Executive Director is first able to acquire shares pursuant to the award, calculated on such basis as the Committee determines. | The shares held during the holding period will include the right to receive dividend equivalents on the vested shares in respect of dividends paid over the period from the end of the service/vesting period to the date on which the Executive Director is first able to acquire shares pursuant to the award, calculated on such basis as the Committee determines. | | | The Committee normally reviews the performance criteria, targets and weightings prior to each grant in line with business priorities, to ensure they are challenging and fair. | The Committee has discretion to vary the percentage of awards vesting downwards in appropriate circumstances, including if it considers that the outcome would otherwise not be a fair and complete reflection of performance over the service/vesting period. | | | The Committee has discretion to vary the percentage of awards vesting downwards or upwards in appropriate circumstances, including if it considers that the outcome would otherwise not be a fair and complete reflection of performance over the service/vesting period. | | | | Awards are subject to malus and clawback provisions, as set out in the notes to this table. | | --- | Long term incentive | Performance Share Plan (PSP) element | Restricted Share Plan (RSP) element | | --- | --- | --- | | Maximum opportunity | The maximum opportunity under the PSP in respect of any financial year is $200 \%$ of annual base salary or $400 \%$ of annual base salary in exceptional circumstances. For achievement of a threshold performance level (which is the minimum level of performance that results in any part of an award vesting), no more than $25 \%$ of the award will vest. The face value of awards in respect of the year under review (and for the following year) are disclosed in the Annual Report on Remuneration. | The maximum opportunity under the RSP in respect of any financial year is $50 \%$ of annual base salary. | | Performance measures | Earnings per share is currently the primary measure for our Performance Share Plan, but the Committee may exercise its discretion to introduce additional or alternative measures which are aligned to the delivery of the business strategy. Details of the performance conditions applied to awards granted in the year under review and to be granted in the forthcoming year will be set out in the Annual Remuneration Report for the relevant year. | RSP awards will be subject to a good practice underpin. The Committee will normally set the underpin (which may include quantitative and/or qualitative tests) prior to each grant, in line with business priorities and to ensure failure is not rewarded. Details of the underpin applied to awards granted in the year under review, and to be granted in the forthcoming year will be set out in the Annual Remuneration Report for the relevant year. | | Retirement benefits | | | --- | --- | | Purpose and link to strategy | To provide an income for retirement. | | Operation | No special arrangements are made for Executive Directors, who are entitled to become members of the Group's defined contribution pension scheme, which is open to all UK employees, or the pension plan relevant to the country where they are employed if different. If the Executive Director so chooses, he/she may take some or all of the pension contribution as a cash alternative, which will be the same percentage of salary as the pension contribution foregone. | | Maximum opportunity | The maximum pension contribution or allowance for Executive Directors will be in line with that available to UK employees or to participants in the pension plan in the relevant country. For UK employees, this is currently 5\% of salary. | | Performance measures | n/a | | Other benefits | | | Purpose and link to strategy | To provide a competitive level of employment benefits. | | Operation | No special arrangements are generally made for Executive Directors. Benefits currently include (but are not limited to): - a car benefit appropriate for the role performed; - participation in the Company's private health and long-term sickness schemes; - life insurance and income continuance schemes; and - participation in all-employee share plans, on the same basis as other eligible employees. If new benefits are introduced for a wider employee group, the Executive Directors shall be entitled to participate on the same basis as other eligible employees. The Company may settle any tax incurred on benefits provided or expenses reimbursed. If, in the opinion of the Committee, a Director must relocate to undertake and properly fulfil his/her executive duties, relocation benefits may be provided, which may include a cash payment to cover reasonable expenses. Reimbursed expenses may include a gross-up to reflect any tax due in respect of the reimbursement. | | Maximum opportunity | There is no maximum level of benefits provided to an individual Executive Director, as the cost of benefits is dependent upon costs in the relevant market. Benefits will be set at levels which are competitive, but not excessive. Participation by Executive Directors in any all-employee share plan operated by the Company, is limited to the maximum award levels permitted by the plan rules from time-to-time and, in the case of any UK tax qualifying plan, the limits prescribed by the relevant tax legislation. | | Performance measures | n/a | --- | Shareholding requirements for Executive Directors | | | --- | --- | | Purpose and link to strategy | To strengthen alignment between Executives and shareholders. | | Operation | Levels are set in relation to annual base salary and are normally required to be built over a five-year period. The Committee retains discretion to vary this period on an individual basis, if it believes that it is fair and reasonable to do so. | | | Options which have vested unconditionally, but are as yet unexercised, and shares subject to deferred bonus awards and PSP/RSP awards which are in the holding period, but which are no longer subject to performance or service conditions, will be included on a net of tax basis, for the purposes of calculating shareholdings, as will shares held by an Executive's spouse or dependants. | | | Post-cessation of employment, Executive Directors are also expected to remain aligned with the interests of shareholders for an extended period after leaving the Company, other than in exceptional circumstances. Details of the application of this policy are set out in the Annual Report on Remuneration. | | | The Committee will regularly review the shareholding guidelines. It has discretion to disapply or reduce the shareholding guidelines in extenuating circumstances, for example in compassionate circumstances. | | Maximum opportunity | There is no maximum, but minimum levels have been set at the equivalent of the Director's most recent annual long-term incentive opportunity - i.e. up to $250 \%$ of base salary - save that for Mike Norris, the minimum has been set at $300 \%$ of base salary. Non-Executive Directors are not required to hold shares in the Company. | | | Executive Directors who have not yet met their shareholding guideline will normally be expected to retain at least $50 \%$ of any deferred bonus awards and PSP awards which vest (net of tax) until such time as this level of holding is met. | | Performance measures | n/a | | Chair and Non-Executive Director fees | | | --- | --- | | Purpose and link to strategy | To ensure that the Group is able to attract and retain experienced and skilled Non-Executive Directors. | | Operation | Fee levels are determined with reference to the scope of responsibilities and the amount of time that is expected to be devoted during the year and taking into account the fee levels paid by other companies of similar size and complexity. No individual is involved in the process of setting his/her own remuneration. | | | Fee levels may be reviewed annually. They may also be increased on an ongoing or temporary or ad hoc basis, to take into account changes in the working of the Board and/or changes in responsibilities. | | | The Chair of the Board receives a fixed fee. Other Non-Executive Directors receive a basic fee and additional fees are payable for the Chairing the Board's Committees and for the additional responsibility of being the Senior Independent Director and may also be paid to other Non-Executive Directors to reflect additional time commitments and responsibilities. Fees are normally paid in cash. | | | Travel expenses, hotel costs and other benefits related to the performance of the role, including any tax due, are also paid where necessary. | | | Fees in respect of the year under review (and for the following year) are disclosed in the Annual Report on Remuneration. | | | Non-Executive Directors do not participate in any of the Group's incentive arrangements or share schemes and are not eligible for pension or other benefits. | | Maximum opportunity | Maximum in line with the Company's Articles of Association. | | Performance measures | n/a | --- ## Discretion The Committee has discretion in several areas of the Proposed Policy, as set out in this report. The Committee may also exercise operational and administrative discretions under relevant plan rules approved by shareholders, as set out in those rules. In line with common market practice, the Committee retains the discretion as to the operation and administration of these incentive plans, including with respect to: - who participates; - the timing of grant and/or payment; - the size of an award and/or payment (within the plan limits approved by shareholders); - the manner in which awards are settled; - discretion to adjust performance conditions and/or the underpins/targets applying to an incentive and/or set different measures and alter weightings for incentives if events occur (e.g. material divestment of a Group business or changes to accounting standards) which cause the Committee to determine that an adjustment or amendment is appropriate, so that the conditions achieve their original purpose; and - discretion to adjust the size of an award and/or the measurement of performance in certain circumstances (e.g. a variation of share capital, change of control, special dividend, distribution or any other corporate event which may affect the current or future value of an award); and determination of a good leaver (in addition to any specified categories) for incentive plan purposes, based on the plan rules and the appropriate treatment under the plan rules. All discretions available under share plan rules will be available under this Proposed Policy, except where explicitly limited under this Proposed Policy. The intention is for PSP and RSP awards to be made under the Computacenter Share Plan from 2025, subject to the plan being approved by shareholders at our AGM to be held on 15 May 2025. In the event of a temporary base salary reduction, the Committee retains the discretion to apply the limits in the Proposed Policy table relating to pension, annual bonus and share incentives to the base salary prior to any such reduction. Where such temporary base salary or fee reductions are made, the Committee reserves the ability (either in part or in full) to reimburse at a later date, taking into account all factors deemed relevant (e.g. the underlying financial health of the Group). ## Malus and clawback Malus and clawback provisions apply to the annual bonus and PSP/RSP awards. For awards paid or granted in respect of 2020 onwards, the provisions are set out below. Malus and/or clawback may apply to annual bonus awards, including deferred awards for a period of two years, and to PSP/RSP awards in the period up to the fifth anniversary of grant, in the event of: - a material misstatement of results; - gross or serious misconduct; - an error or misstatement which has resulted in a material overpayment to the participants; - a significant failure of risk management within the Company or any Group Member; - significant reputational damage to the Company or any Group Member; - the participant leaving in circumstances which, had all the facts been known, would have resulted in the award lapsing; or - any other circumstances that the Committee, in its discretion, considers to be similar in nature or effect to those above. The malus and clawback provisions that apply to awards prior to the dates set out above are in line with the relevant policy in force at the time the awards were made. ## Explanation of performance measures The performance measures in respect of variable remuneration included in the Policy are based on a combination of financial and strategic measures, with an emphasis on the financial performance of the Group, and therefore to the value that the business delivers to its shareholders. The Company is committed to long-term earnings per share growth through increased profitability and prudent use of cash generation, with a Services-led strategy. This commitment is reflected in the current measures used to motivate and incentivise our Management team through the annual bonus and PSP. The Committee may make changes to the performance measures in future years to align them with the business strategy at that time. The Committee usually reviews potential performance criteria and targets for the annual bonus and PSP annually, with further detail set out in the Annual Report on Remuneration. Performance conditions applying to any award may be amended or substituted by the Committee in accordance with their terms or if an event occurs which causes the Committee to determine an amended or substituted performance condition would be more appropriate and not materially less challenging. --- ## Remuneration arrangements across the Group When setting executive remuneration, consideration is given to pay policies and employment conditions of employees of the Company and elsewhere in the Group. The remuneration of employees across the Group is based on three fundamental principles. First, that it allows the Group to retain the level of talent necessary to implement the strategy as set by the CEO and Board. Second, that levels of remuneration should be sufficient to achieve this aim, but should never be higher than is necessary to do so. Finally, with limited exceptions, the more significant the ability of an employee to influence the Company's financial results through their individual performance, the higher the proportion of their remuneration should be performance based. The level and design of variable pay takes into account the need to avoid incentivising the Group's employees to act in a manner that is inconsistent with the Group's risk appetite, as set by the Board. Consistent with the policy for Executive Directors, where annual bonuses are in place across the Group, they are currently linked to business performance, with a focus on underlying Group or divisional profit and other relevant metrics. Whilst only Executive Directors and senior executives participate in the PSP/RSP, other employees can participate in the Company's all-employee share schemes, which are designed to incentivise participants to build a shareholding in the Company, thus aligning their interests with those of the Group's shareholders. These all-employee share plans are not subject to performance conditions but require the employee to remain employed at the end of the term of the scheme which they have joined. In line with local country practices, all employees are encouraged to contribute appropriate savings toward their retirement. In the UK, the Company operates pension arrangements within the Occupational and Personal Pension Schemes [Automatic Enrolment] Regulations 2010. Whilst the Company does not feel it appropriate to consult directly with employees when drawing up the Directors' Remuneration Policy, the Committee has considered any feedback received via employee engagement surveys and from the regular meetings the CEO and Chief People Officer conduct with employee representative bodies in each of our major geographies. The Remuneration Committee Chair, René Carayol, was also appointed as the Designated Non-Executive Director on 30 September 2024 to facilitate engagement with the wider workforce, to assist the Board in understanding the views of Computacenter's employees. Ros Rivaz carried out this role during the year prior to René's appointment. The role involves attending Works Council meetings and other employee events, and feeding back the views raised by employees to the Board. These events have provided a valuable opportunity for employees to share their views freely on a range of topics and both Ros and René have welcomed questions on a broad range of topics, including remuneration. Further information on the role and the activities of the Designated Non-Executive Director is on page 101. ## Statement of consideration of shareholders' views The Committee takes the views of shareholders seriously when making any changes to executive remuneration arrangements. It continues to welcome shareholders' views on executive remuneration. The Group consulted with its major shareholders during the first half of 2025 on the Proposed Policy and welcomed the feedback received, which was valuable and fully considered during the Committee's subsequent deliberations prior to recommending to the Board that the Proposed Policy be put to shareholders for approval at the 2025 AGM. ## Approach to recruitment remuneration When hiring a new Executive Director or promoting to the Board from within the Group, the Committee will offer a package that is sufficient to attract, retain and motivate the right talent, whilst at all times aiming to pay no more than is necessary. New Executive Directors will normally receive a base salary, retirement benefits and other benefits in line with the Proposed Policy table above and would also be eligible to join the annual bonus and long-term incentive plans, up to the limits set out in the Proposed Policy. In addition, the Committee has discretion to include any other remuneration component or award, including a performance-based award, which it feels is appropriate taking into account the specific circumstances of the recruitment, subject to the maximum limit of $450 \%$ of salary [in line with the maximum limit under the annual bonus and long-term incentive in the Proposed Policy], excluding any buy-out awards referred to below. In determining an appropriate remuneration package, the Committee will take into consideration all relevant factors including, but not limited to, the candidate's location, skills and experience, external market influences and internal pay relativities. Salary would be provided at such a level as required to attract the most appropriate candidate and may be set initially at below market level, on the basis that it may progress towards the market level once expertise and performance have been proven and sustained. In order to facilitate recruitment, the Committee may offer additional cash and/or share-based elements in respect of any incentive or deferred pay awards forfeited by an Executive Director as a result of the termination of their former position, including utilising UK Listing Rule 9.3.2[2] if necessary. When determining any buy-out award, the Committee would seek to ensure, where possible, that these awards would be consistent with awards forfeited in terms of form of award, time horizons, value and performance conditions. For an internal Executive Director appointment, any variable pay element awarded in respect of the prior role may be allowed to pay out according to its terms. In addition, any other ongoing remuneration obligations existing prior to appointment may continue. For external and internal appointments, the Committee may agree that certain incidental expenses will be met as appropriate. --- Where a newly appointed Executive Director is required to relocate, the Group may pay the costs of relocation including, but not limited to, housing, travel, taxation advice, shipping costs and education for dependants. Additionally, any Executive Director based outside of the UK will be eligible to participate in insurance and other benefits, in line with local practice. Other elements may be included in the following circumstances: (i) an interim appointment being made to fill an Executive Director role on a short-term basis; and (ii) if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-term basis. Any awards made on recruitment may be subject to such malus and clawback provisions that the Committee deems to be appropriate. ## Service contracts The Directors' service contracts and letters of appointment are available for inspection at our registered office during normal hours of business and will also be available at our AGM to be held on 15 May 2025. Details of the duration of the Directors' service contracts are set out on page 136. ## Executive Directors The current Executive Director has a service contract with the Company which provides for a notice period of up to 12 months from either party. It is intended that this policy would also apply to new appointments of Executive Directors. With the consent of the Board, where an appointment can enhance an individual Executive Director's experience and add value to the Company, Executive Directors are able to accept non-executive appointments outside the Company. Retention of any fees received by the Executive Director is at the discretion of the Committee. ## Non-Executive Directors Non-Executive Directors are appointed pursuant to a letter of appointment for an initial period which is normally three years, which may be subject to renewal thereafter. Appointments may be terminated by either the Company or the Non-Executive Director usually giving three months' notice. Save in respect of retirement by rotation, a Non-Executive Director being removed from office may receive an amount equal to the fee during any remaining notice period. ## Loss of office payments We are committed to ensuring a consistent approach, so that we do not pay more than is necessary in circumstances of loss of office. In the event of an early termination of a contract, the aim is to seek to minimise any liability. If an Executive Director's employment is terminated, any compensation arrangements will not normally exceed those set out in their service contract and the rules of the relevant incentive plans. When managing such situations, the Committee takes a range of factors into account including, but not limited to, contractual obligations, shareholder interests, organisational stability and the need to ensure an effective handover. In the normal course of events, an Executive Director will work their contractual notice period and receive usual salary payments and benefits during this time. In the event of a termination where Computacenter requests that the Executive Director ceases work immediately or early, a payment in lieu of notice may be made that is equal to fixed pay, pension entitlements and other benefits. Payments may be made on a phased basis and may be subject to mitigation. Alternatively, an Executive Director may be placed on garden leave for the duration of some or all of their notice period. Where an Executive Director leaves during a financial year, an annual bonus may be payable with respect to the period of the financial year worked, to the extent that they are determined to be a good leaver by the Committee, although it will be pro-rated for time and normally paid at the normal payment date(s) and in the normal manner. In the event of termination for cause (e.g. gross misconduct or negligence), neither notice nor a payment in lieu of notice would be given and the Executive Director would cease to perform services immediately. Any share-based entitlements granted to an Executive Director under our share plans will be determined based on the relevant plan rules. The default treatment is that any unvested awards lapse on cessation of employment during the relevant service/vesting, performance or deferral period. However, in certain prescribed circumstances, such as ill-health, injury, disability, redundancy, retirement (for all Deferred Bonus Plan (DBP) awards and for PSP awards made prior to March 2019), sale of the employing company or business outside the Group, or any other circumstances at the discretion of the Committee, 'good leaver' status may be applied. For good leavers, awards will normally vest on their normal vesting date, and for PSP and RSP awards be subject to the satisfaction of the relevant performance conditions and performance underpins respectively at that time, and PSP and RSP awards reduced pro-rata to reflect the proportion of the service/vesting or performance period (as applicable) actually served. The Committee may allow awards to vest at the time of cessation on the basis outlined above. PSP/RSP awards will typically remain subject to the holding period and will be released at the end of it, although the Committee has discretion to release the awards at the date of cessation or at some other time after cessation but before the end of the holding period. --- PSP/RSP awards which are subject only to the holding period following vesting will lapse in the event of cessation of employment for cause (e.g. gross misconduct or negligence). In the event of the death of an Executive Director, unless the Committee decides otherwise, PSP/RSP awards vest at cessation. In such circumstances, unless the Committee determines otherwise, awards will be reduced pro-rata to reflect the proportion of the performance period actually served and assessed at that time against any applicable performance conditions and/or underpins. In the event of a takeover or winding-up of Computacenter which is not part of an internal reorganisation of the Group, awards may also vest to the extent determined by the Committee, taking into account the period that has elapsed since the awards were granted, and (where relevant) the performance achieved against any applicable performance targets and/or underpins. Early vesting may also be permitted on the same basis in the event of a demerger or other transaction which, in the Committee's opinion, would affect the value of awards. Shares may also be released early from holding periods. Share plan awards may be adjusted in the event of any variation of the Company's share capital or any demerger, delisting, special dividend or other event that may affect the Company's share price. Where the Executive Director participates in one or more of the Company's all-employee share schemes, awards may vest upon termination or in the event of a takeover or other relevant event, in accordance with applicable scheme rules. As is consistent with market practice, we may pay a sum equivalent to any unused annual leave and a contribution towards an Executive Director's legal fees for entering into a statutory agreement and may pay a contribution towards fees for outplacement services or repatriation, as part of a negotiated settlement. There are no agreements currently in place between the Company and any of its Directors providing for additional compensation for loss of office or employment, other than as disclosed in this report. In any event, the Committee will not sanction rewards for failure and will seek to mitigate any termination payments where possible. ## Exceptions to the Policy The Proposed Policy, as set out in this report, comprises the full suite of possible components for the remuneration of Directors at Computacenter. Notwithstanding the restrictions laid out in the Proposed Policy, where the Company has made a commitment to a Director which: - was in accordance with the prevailing remuneration policy at the time that the commitment was made; and/or - was made before the Director became a Director and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Computacenter the Company will continue to give effect to it, even if it is inconsistent with the Remuneration Policy of the Company which is in effect at that time. Earlier remuneration policies of the Company will continue to apply in relation to awards granted under any Company PSP and options granted under the Company's all-employee Sharesave Schemes, prior to the approval of this Proposed Policy, as these may be granted under one policy and vest or be exercised under a later one. Details of these previous commitments are included within previous Computacenter Annual Reports, which are available at investors.computacenter.com The Committee may make minor amendments to the Policy set out above for regulatory, exchange control, tax or administrative purposes, or to take account of a change in legislation, without obtaining shareholder approval for such amendments. The charts on page 127 show the level of remuneration that is projected to be received by the Director in accordance with the Proposed Policy in 2025. The charts opposite show four outcome scenarios: (a) minimum receivable pay; (b) remuneration for performance in line with expectations; (c) maximum remuneration achievable; and (d) maximum remuneration achievable with, in the case of the PSP/RSP, the additional impact of share price appreciation of $50 \%$ over the three-year performance and four-year vesting periods. --- #### **Executive Director remuneration scenarios** **CEO – Mike Norris** Total remuneration (£'000) | £'000 | | | | 4,954 | | --- | --- | --- | --- | --- | | | | | | 18% | | 5,000 | | | 4,046 | | | | | | | 37% | | 4,000 | | | | | | | | | | 29% | | 3,000 | | 2,594 | 45% | | | 2,000 | | | | 29% | | | 779 | 28% | 36% | | | 1,000 | 100% | 30% | 19% | 18% | | 0 | Minimum | In line with expectations | Maximum | Maximum and Share Price Growth (50%) | Total fixed: **Annual bonus**: Long-term incentives: Share price growth In developing the scenarios, the following assumptions have been made: #### **Minimum pay receivable** - Only total fixed pay is received (i.e., base salary, benefits, and pension), and there is no vesting of any of the Computacenter's variable pay schemes; - Salary is the salary that applies in 2025; - Benefits reflect the actual 2024 benefits received by the Chief Executive Officer; and - Pension is measured by applying a cash in lieu rate against salary in 2025. #### **In line with expectations** This is based on what an Executive Director would receive if performance was in line with the Company's expectations, which would result in the following scenario: - Fixed pay is received; - Annual bonus pays out at 50% of total potential bonus award; and - PSP award pays out at 50% of maximum (face value of 100% of salary) and RSP pays out at 100% of maximum (face value of 50% of salary). #### **Maximum** This is based on what an Executive Director would receive assuming that the variable pay awards set out above pay out in full (i.e., a bonus of 200% of base salary, a PSP award with a face value of 200% of base salary, and an RSP award with a face value of 50% of salary). #### **Maximum with additional share price appreciation impact** This is based on the same assumptions as the 'Maximum' scenario, with the additional impact of share price appreciation of 50% applied (i) over the three-year performance period for the PSP award and (ii) over the four-year service period for the RSP award. The impact of share price appreciation has not been taken into account in any of the other three scenarios. The impact of dividends or dividend equivalent entitlements have not been taken into account under any scenario. --- ## Annual Report on Remuneration ## Responsibilities of the Remuneration Committee The Committee's full responsibilities are set out in its Terms of Reference, which are available on the Company's website at investors.computacenter.com. ## Advisor to the Committee The principal advisor to the Committee during the year was Deloitte LLP (Deloitte), which the Committee selected in September 2016 through a tender process. The total fees paid to Deloitte for advising the Committee in 2024 were $£ 76,950$. The Committee considers Deloitte's advice to be independent, as it is a founding member of the Remuneration Consultants Group and, as such, voluntarily adheres to its Code of Conduct. During the year, Deloitte also provided consulting, tax and share plan advice to the Company. Additional independent advice was provided by Farient Advisors, primarily in relation to the review of the Remuneration Policy. The total fees paid to Farient Advisors for advising the Committee in 2024 were $£ 69,200$. The Committee considers Farient Advisors' advice to be independent, and it has no other connection to the Company or its Directors. ## Directors' information The following pages illustrate how we have applied our Remuneration Policy during 2024 and describes all elements of remuneration received by our Directors. ## Audited information The audited tables and related notes are identified within this report, using key. ## Single figure of total remuneration The total amount paid by the Company to each of the Directors, in respect of the financial years ended 31 December 2024 and 2023, is set out in the tables that follow. Year ended 31 December 2024 | | Salary or fees $£ 000$ | Benefits $£ 000$ | Pension $£ 000$ | Total fixed pay $£ 000$ | Annual bonus $£ 000$ | $\begin{gathered} \text { PSP } \ \text { awards } \ £ 000 \end{gathered}$ | Total variable pay $£ 000$ | Total $£ 000$ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Executive | | | | | | | | | | Mike Norris | 707.0 | $15.3^{1}$ | 31.1 | 753.4 | 210.5 | - | 210.5 | 963.9 | | Chris Jehle ${ }^{2}$ | 467.0 | $15.1^{1}$ | 20.5 | 502.6 | 139.1 | - | 139.1 | 641.7 | | Non-Executive | | | | | | | | | | Pauline Campbell ${ }^{3}$ | 182.2 | - | - | 182.2 | - | - | - | 182.2 | | René Carayol ${ }^{4}$ | 65.5 | - | - | 65.5 | - | - | - | 65.5 | | Philip Hulme | 57.0 | - | - | 57.0 | - | - | - | 57.0 | | Kelly Kuhn ${ }^{5}$ | 15.9 | - | - | 15.9 | - | - | - | 15.9 | | Ljiljana Mitic | 62.6 | - | - | 62.6 | - | - | - | 62.6 | | Peter Ogden | 57.0 | - | - | 57.0 | - | - | - | 57.0 | | Ros Rivaz ${ }^{6}$ | 62.4 | - | - | 62.4 | - | - | - | 62.4 | | Peter Ryan ${ }^{7}$ | 85.2 | - | - | 85.2 | - | - | - | 85.2 | | Adam Walker ${ }^{8}$ | 30.4 | - | - | 30.4 | - | - | - | 30.4 | | Total ( $£ 000$ ) | 1,792.2 | 30.4 | 51.6 | 1,874.2 | 349.6 | - | 349.6 | 2,223.8 | --- # Year ended 31 December 2023 | | Solary or fees £'000 | Benefits £'000 | Pension £'000 | Total fixed pay £'000 | Annual bonus £'000 | PSP awards £'000 | Replacement Awards £'000 | Total variable pay £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Executive | | | | | | | | | | | Mike Norris | 681.2 | 16.3 | 29.9 | 727.4 | 782.3 | 1,265.9 | - | 2,048.2 | 2,775.6 | | Chris Jehle ${ }^{10}$ | 262.5 | 7.0 | 11.5 | 281.0 | 297.5 | - | 533.4 | 830.9 | 1,111.9 | | Tony Conophy ${ }^{12}$ | 233.0 | 9.5 | 10.2 | 252.7 | 222.5 | 717.4 | - | 939.9 | 1,192.6 | | Non-Executive | | | | | | | | | | | Peter Ryan | 230.6 | - | - | 230.6 | - | - | - | - | 230.6 | | Pauline Campbell | 80.2 | - | - | 80.2 | - | - | - | - | 80.2 | | René Carayol | 60.4 | - | - | 60.4 | - | - | - | - | 60.4 | | Philip Hulme | 54.9 | - | - | 54.9 | - | - | - | - | 54.9 | | Ljiljana Mitic | 60.4 | - | - | 60.4 | - | - | - | - | 60.4 | | Peter Ogden | 54.9 | - | - | 54.9 | - | - | - | - | 54.9 | | Ros Rivaz | 80.2 | - | - | 80.2 | - | - | - | - | 80.2 | | Total (£'000) | 1,798.3 | 32.8 | 51.6 | 1,882.7 | 1,302.3 | 1,983.3 | 533.4 | 3,819.0 | 5,701.7 | 1. The benefits figure represents the taxable benefit arising from cash allowances paid in lieu of the provision of company car and other travel-related benefits for the CEO and the provision of a company car for the CFO. 2. Chris Jehle stepped down from the Board, and as Chief Financial Officer of the Group, with effect from 16 December 2024. His employment with the Group ended on 31 December 2024 and the figures in the table above cover the period until this date. 3. Pauline Campbell stepped down as Audit Committee Chair and was appointed as Chair of the Board with effect from 14 May 2024. 4. René Carayol was appointed as Chair of the Remuneration Committee on 30 September 2024. 5. Kelly Kulm was appointed as an Independent Non-Executive Director on 30 September 2024. 6. Ros Rivaz stepped down from the Board on 30 September 2024, having previously been Senior Independent Director and Chair of the Remuneration Committee. 7. Peter Ryan stepped down as Chair of the Board with effect from 14 May 2024. 8. Adam Walker was appointed as an Independent Non-Executive Director and Chair of the Audit Committee with effect from 30 August 2024. 9. The value of the 2020 PSP awards has been updated to reflect the actual share price at vesting on 21 March 2024 of £28.98. 10. Chris Jehle was appointed to the Board on 1 June 2023. 11. Chris Jehle was granted a number of replacement awards to compensate him for awards for failed as a result of leaving his previous employer, Experian plc. Further detail on the amount and structure of these awards was set out on page 151 of the 2023 Annual Report and Accounts. The value in the table above relates to his replacement bonus (£262,550) and replacement restricted stock units (RSUs) delivered in cash (£135,464) and as nil-cost options over Computacenter shares (£135,484). Under the terms on which Chris left the business by mutual agreement in December 2024, the replacement RSU options will vest on 1 July 2025. 12. Tony Conophy stepped down from the Board on 1 June 2023 and the figures in the table above cover the period until his retirement date of 31 July 2023. Details of his leaving arrangements were set out on in the 2023 Annual Report and Accounts. --- ## Remuneration paid in 2024: Executive Directors ## 2024 base salary The Company provides competitive salaries to reflect individual responsibilities, performance, skills and experience which supports the recruitment and retention of executives of the calibre required to deliver the Group's strategy. As disclosed in last year's Annual Report on Remuneration, the annual salaries of the CEO and the former CFO were increased by $3.8 \%$ to $£ 707,000$ and $£ 467,000$ respectively, effective 1 January 2024. This increase was in line with the average wider workforce increase for the year and took into account Company and individual performance. ## 2024 annual bonus The annual bonus incentivises the delivery of annual, short-term, stretching financial and non-financial objectives. The maximum bonus opportunity in 2024 was $150 \%$ of base salary for the CEO and $150 \%$ of base salary for the former CFO. Half of the bonus paid will be deferred into Computacenter shares, with half payable after one year and half payable after two years. The former CFO, Chris Jehle, stepped down from the Board on 16 December 2024, and ceased employment on 31 December 2024, by mutual agreement with the Company. As part of his agreed terms of exit, Chris remained eligible to participate in the annual bonus for the full 2024 financial year, subject to the achievement of performance conditions. Any bonus payment will remain subject to deferral, in line with the normal approach. The 2024 annual bonus opportunity was driven by the financial performance of the business and individual targets for each Director. For 2024, a total of $80 \%$ of this award was conditional on achieving criteria linked to the Group's financial performance. The Committee sets these targets with reference to the Group's strategic and financial plans, as approved by the Board. The Executive Directors' non-financial personal objectives were based principally on integration of the North American business, execution of the Group's information systems roadmap, the Group's environmental commitments, and certain people-related objectives, including organisational design and progress on diversity and inclusion. However, the non-financial objectives are subject to a profit threshold which was not achieved during the year. The Committee therefore did not assess performance against the non-financial objectives and there was no pay-out related to their achievement in 2024. Supporting context for the 2024 annual bonus outcomes is provided in the Remuneration Committee Chair's letter on pages 113 to 116. The table below sets out details of the annual bonus criteria which applied for the CEO and former CFO for 2024 and the performance delivered: | Measure | As a percentage of maximum bonus opportunity | Performance required | | | Actual \% achieved | | | Payout $£ 000$ | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Threshold | Target | Stretch | | | | | | | Financial criteria | | | | | | | | | | | Profit before tax [Em] | | | | | | | | | | | Percentage payout | | $50 \%$ | 278.0 | 289.0 | 300.0 | 315.0 | $262.1^{1}$ | - | - | | Services contribution growth [Em] | | | $10 \%$ | $20 \%$ | $35 \%$ | $50 \%$ | $0 \%$ | | | | Percentage payout | | $10 \%$ | 301.8 | 318.6 | 335.4 | 335.4 | 334.4 | 104.5 | 69.0 | | Cash balance [Em] | | | $5 \%$ | $7.5 \%$ | $10 \%$ | $10 \%$ | $9.85 \%$ | | | | Percentage payout | | $10 \%$ | 262.4 | 306.1 | 349.8 | 349.8 | 396.3 | 106.0 | 70.1 | | Cost/Efficiency related measure [\%] | | | $5 \%$ | $7.5 \%$ | $10 \%$ | $10 \%$ | $10 \%$ | | | | Percentage payout | | $10 \%$ | $25.2 \%$ | $25.8 \%$ | $26.5 \%$ | $26.5 \%$ | $24.1 \%^{2}$ | - | - | | Non-financial criteria | | | | | | | | | | | Personal objectives | | | | | | | | | | | Total | | $20 \%$ | $0 \%$ | $7.5 \%$ | $15 \%$ | $20 \%$ | $0 \%^{3}$ | $0 \%$ | - | | | | $100 \%$ | $25 \%$ | $50 \%$ | $80 \%$ | $100 \%$ | $19.85 \%$ | $19.85 \%$ | 210.5 | 1. Profit before tax represents Group adjusted profit before tax on a currency adjusted basis excluding the results of the entities acquired during the year which were not included in the targets. 2. The measure represents the percentage derived by dividing Group adjusted operating profit by Group gross profit, on a currency-adjusted basis. 3. Any payment against the personal objectives can only be made where a specified profit threshold has been met. As the profit threshold was not met, the personal objectives were not assessed and the outturn against this element was therefore $0 \%$. --- # **PSP** PSP awards incentivise the achievement of long-term profitability, returns to shareholders, and growth of earnings in a suitable and sustainable manner. Vesting of these awards to the CEO, and the former CFO, was dependent upon the achievement of the following performance measures over a three-year period: | The compound annual growth rate of the Group's adjusted diluted earnings per share (EPS) – 70% weighting | | | | --- | --- | --- | | Performance level* | | Adjusted diluted EPS CAGR | | Maximum (100% vesting) | | 12.50% | | In line with expectations (50% vesting) | | 8.33% | | Threshold (10% vesting) | | 5.00% | - Vesting occurs on a straight-line basis in between these thresholds. The EPS number used for the base year of this award (i.e., EPS in 2021) was adjusted by the Committee from 165.6p to 160.9p. On this basis, the decline in adjusted diluted EPS during the period 1 January 2022 to 31 December 2024 was -0.20% per annum, which resulted in 0% vesting for this performance element. | Services revenue growth – 30% weighting (measured on a constant currency basis) | | | | --- | --- | --- | | Performance level* | | Services revenue CAGR | | Maximum (100% vesting) | | 7.5% | | In line with expectations (50% vesting) | | 5.5% | | Threshold (25% vesting) | | 3.5% | - Vesting occurs on a straight-line basis in between these thresholds. As set out in the Annual Statement from the Chair of the Remuneration Committee on page 114, as EPS growth was negative, no vesting was possible under the services revenue growth element of the PSP. Therefore, whilst Services revenue growth during the period 1 January 2022 to 31 December 2024 was 4.18% per annum, which would have resulted in 33.51% of this element vesting, the EPS performance underpin resulted in the award lapsing in full. The Committee considered the PSP formulaic outturn in the context of wider Company performance and the wider stakeholder experience and considers that the outcome is a fair reflection of performance over the performance period. # **Remuneration awards granted in 2024: Executive Directors** ## **1** ### **Share plan interests awarded during the year** The table below details awards made during 2024 under the PSP plan. The performance conditions for these awards are set out in more detail on the following page. Any awards that vest will be subject to a two-year holding period. | Year ended 31 December 2024 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Plan/type of award | Number of shares | Face value at time of grant | Performance conditions applied | Amount vesting related to threshold of performance | | | | | | | | | Threshold performance (% of face value) | Maximum performance (% of face value) | Performance period set | | CEO | PSP – nil cost option | 50,628 | £1,362,400^{1} | Compound growth rate of Company EPS (70%) | 10% | 100% | Three financial years from 1 January 2024 | | | | | | Compound growth rate of Services revenue (15%) | 25% | 100% | | | | | | | Compound growth rate of North American Business EBIT (15%) | 25% | 100% | | | Former CFO | PSP – nil cost option | 29,264 | £787,500^{1} | Compound growth rate of Company EPS (70%) | 10% | 100% | Three financial years from 1 January 2024 | | | | | | Compound growth rate of Services revenue (15%) | 25% | 100% | | | | | | | Compound growth rate of North American Business EBIT (15%) | 25% | 100% | | **Year ended 31 December 2024** ^{1} This is based on the average mid-market share price of Computacenter plc on the three immediately preceding business days from the 26 March 2024 grant, being £26.91. --- Vesting of these awards to the CEO will be dependent upon achieving the following performance measures over a three-year period from 1 January 2024: | The compound annual growth rate of the Group's adjusted diluted earnings per share (EPS) - 70\% weighting | | | --- | --- | | Performance level* | Adjusted diluted EPS CAGR | | Maximum (100\% vesting) | $10.0 \%$ | | In line with expectations (50\% vesting) | $7.22 \%$ | | Threshold (10\% vesting) | $5.0 \%$ | - Vesting occurs on a straight-line basis in between these thresholds. As disclosed last year, the base year of this award (i.e. EPS in 2023) will be consistent with the EPS number that was used to calculate the vesting of PSP awards granted for the performance period 2021 to 2023. The compound annual Services revenue growth rate - 15\% weighting (measured on a constant currency basis) | Performance level* | Services revenue CAGR | | --- | --- | | Maximum (100\% vesting) | $7.5 \%$ | | In line with expectations (50\% vesting) | $5.5 \%$ | | Threshold (25\% vesting) | $3.5 \%$ | - Vesting occurs on a straight-line basis between these thresholds. The compound annual EBIT growth rate of Group's North American Business - 15\% weighting (measured on a constant currency basis) | Performance level* | Services revenue CAGR | | --- | --- | | Maximum (100\% vesting) | $20 \%$ | | In line with expectations (50\% vesting) | $16 \%$ | | Threshold (25\% vesting) | $12 \%$ | - Vesting occurs on a straight-line basis in between these thresholds. The PSP awards made in 2024 to the former CFO have lapsed, as previously disclosed by the Company. The table below details awards made during 2024 under the deferred bonus plan. | | Plan/ type of award | Number of shares | Face value | Vesting date | | --- | --- | --- | --- | --- | | CEO | DBP $^{2}$ - Conditional Share | 14,534 | $£ 391,110^{1}$ | $\begin{aligned} & 50 \%-30 / 03 / 2025 \ & 50 \%-30 / 03 / 2026 \end{aligned}$ | | Former CFO | DBP $^{2}$ - Conditional Share | 5,527 | $£ 148,732^{1}$ | $\begin{aligned} & 50 \%-30 / 03 / 2025 \ & 50 \%-30 / 03 / 2026 \end{aligned}$ | 1. This is based on the average mid-market share price of Computacenter plc on the three immediately preceding business days from grant on 26 March, being $£ 26.91$. 2. These are not subject to any other performance conditions. --- # Executive Director outstanding share awards as at 31 December 2024 Directors' interests in share plans | | Plans | Note | Exercise/share price | Exercise period | At 1 January 2024 | Granted during the year | Exercised during the year | Lapsed during the year | At 31 December 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Mike Norris | Sharesave | 1 | 1,011.0p | 01/12/24 - 31/05/25 | 2,967 | - | - | - | 2,967 | | | Sharesave | 1 | 1,975.0p | 01/12/29 - 01/06/30 | - | 1,594 | - | - | 1,594 | | | PSP | 3 | Nil | 21/03/24 - 20/03/29 | 90,604 | - | 90,604 | - | - | | | PSP | 3 | Nil | 31/03/25 - 22/03/30 | 110,977 | - | - | - | 110,977 | | | PSP | 2,3 | Nil | 21/03/26 - 21/03/31 | 51,678 | - | - | 4,724 | 48,954 | | | PSP | 3 | Nil | 21/03/27 - 20/03/32 | 38,368 | - | - | - | 38,368 | | | PSP | 3 | Nil | 23/03/28 - 05/04/33 | 60,437 | - | - | - | 60,437 | | | PSP | 4 | Nil | 23/03/29 - 25/03/34 | - | 50,628 | - | - | 50,628 | | | DBP | 5 | Nil | 21/03/2024 | 7,086 | - | 7,086 | - | - | | | DBP | 5 | Nil | 02/04/2024 | 3,156 | - | 3,156 | - | - | | | DBP | 5 | Nil | 31/03/2025 | 3,156 | - | - | - | 3,156 | | | DBP | 5 | Nil | 26/03/2025 | - | 7,267 | - | - | 7,267 | | | DBP | 5 | Nil | 26/03/2026 | - | 7,267 | - | - | 7,267 | | Chris Jehle | Replacement PSP | 6 | Nil | 05/06/25 - 05/06/33 | 13,527 | - | - | - | 13,527 | | | Replacement RSUs | 7 | Nil | 01/07/25 - 05/06/33 | 5,695 | - | - | - | 5,695 | | | PSP | 3 | Nil | 23/03/28 - 05/06/33 | 33,973 | - | - | 33,973 | - | | | PSP | 4 | Nil | 23/03/29 - 25/03/34 | - | 29,264 | - | 29,264 | - | | | DBP | 5 | Nil | 26/03/2025 | - | 2,763 | - | - | 2,763 | | | DBP | 5 | Nil | 26/03/2026 | - | 2,764 | - | - | 2,764 | 1. Issued under the rules of the Computacenter 2018 Sharesave Plan, which is available to employees of Computacenter in the UK, Germany and the US. Eligible employees can save between $£ 5$ and $£ 500$ o month to purchase options in shares in Computacenter pic at a price fixed at the beginning of the Plan term. There are no conditions relating to the performance of the Company for this Plan. 2. These awards vested during the year at $90,95 \%$, with $51.4 \%$ of the shares under award lapping. 3. Issued under the terms of the Computacenter Performance Share Plan 2005, as amended at the ADPs held on 19 May 2015, 14 December 2017, 18 May 2018, 7 March 2019, 5 March 2020, 20 May 2021, 19 May 2022, 17 May 2023 and 14 May 2024. [a] In respect of $70 \%$ of the total award: no awards will vest if the compound annual EPS growth over the performance period is less than $5 \%$ per annum. Awards will vest in relation to one-tenth of the shares comprised in them if the compound annual EPS growth over the performance period is $5 \%$. This portion of the award will vest in full if the compound annual EPS growth equals or exceeds $10 \%$ per annum, with straight-line vesting between $5 \%$ and $10 \%$. [b] In respect of $30 \%$ of the total award: the award will start to vest if the compound annual Services revenue growth rate over the performance period equals $3.5 \%$. If the compound annual Services revenue growth rate over the performance period is $7.5 \%$, this portion of the award will vest in full. If the compound annual Services revenue growth rate over the period is between $3.5 \%$ and $7.5 \%$, then this portion of the award will vest on a straight-line basis between $25 \%$ and $100 \%$. PSP awards from 2018 onwards are subject to a two-year holding period. 4. Issued under the terms of the Computacenter Performance Share Plan 2005, as amended at the ADPs held on 19 May 2015, 14 December 2017, 18 May 2018, 7 March 2019, 5 March 2020, 20 May 2021, 19 May 2022, 17 May 2023 and 14 May 2024. [a] In respect of $70 \%$ of the total award: no awards will vest if the compound annual EPS growth over the performance period is less than $5 \%$ per annum. Awards will vest in relation to one-tenth of the shares comprised in them if the compound annual EPS growth over the performance period is $5 \%$. This portion of the award will vest in full if the compound annual EPS growth equals or exceeds $10 \%$ per annum, with straight-line vesting between $5 \%$ and $10 \%$. [b] In respect of $15 \%$ of the total award: the award will start to vest if the compound annual Services revenue growth rate over the performance period equals $3.5 \%$ per annum, with $50 \%$ vesting for growth of $5.5 \%$ per annum. If the compound annual Services revenue growth rate over the performance period is $7.5 \%$ per annum, this portion of the award will vest in full. If the compound annual Services revenue growth rate over the period is between $3.5 \%$ and $7.5 \%$, then this portion of the award will vest on a straightline basis between $25 \%$ and $100 \%$. [c] In respect of $15 \%$ of the total award: $25 \%$ of this portion will vest if the compound annual EBIT growth rate of the Group's North American business during the performance period equals $12 \%$ per annum, with $50 \%$ vesting for growth of $16 \%$ per annum. If the compound annual EBIT growth rate over the performance period is $20 \%$ per annum, this portion of the award will vest in full. There will be straight-line vesting between these points. --- 1. Conditional shares issued under the terms of the Computacenter 2017 Deferred Bonus Plan. Awards vest in equal tranches on the first and second anniversary of the grant date. 2. Replacement Award granted to Chris Jehle to compensate him for performance-based awards forfeited by him as a result of leaving his previous employer, Experian plc. Performance period of 1 January 2022 to 31 December 2024, and subject to the same performance conditions as set out in note 3 above. No holding period applies following vesting on 5 June 2025 (which is on or around the date of vesting of his Experian awards, had they not been forfeited). 3. Further Replacement Award granted to Chris Jehle to compensate him for service-based awards he forfeited as a result of leaving Experian plc. The terms of the Computacenter 2017 Deferred Bonus plan will be applied, except for those rules relating to reduction of awards and clawback, cessation of employment and amendments. There are no performance conditions or performance period which apply to the award, which is structured as a nil-cost option. It will vest to Chris Jehle on 1 July 2025. ## Director gains PSP | Director | Date of vesting | Plan | Number of shares | Exercise price | Market price at vesting | Notional gain made | | --- | --- | --- | --- | --- | --- | --- | | Mike Norris | 21/03/2024 | PSP | 46,954 | Nil | £26.96 | £1,265,879.24 | | Chris Jehle | - | - | - | - | - | - | The closing market price of ordinary shares at 31 December 2024 (being the last trading day of 2024) was £21.24 (29 December 2023: £27.92). The highest price during the year was $£ 29.62$ and the lowest was $£ 20.86$. ## Minimum shareholding requirements The Group's minimum shareholding guidelines in the current Remuneration Policy require Executive Directors, to build up a shareholding that is equal to $200 \%$ of their gross salary, with the expectation that they will achieve this within five years of appointment. For the purposes of calculating shareholdings, the following are included on a net basis: deferred bonuses, shares subject to the holding period, options which have either vested but are as yet unexercised or which have no performance conditions (other than time lapsation), and shares held by an Executive's spouse or dependants. There is no requirement for the Non-Executive Directors to hold shares. When an Executive Director steps down from the Board, they are expected to retain an interest in Computacenter shares based on their in-employment shareholding guideline (or actual shareholding at the date of stepping down from the Board if lower) for a period of two years. The Committee has the discretion to disapply or reduce this requirement in extenuating circumstances, for example in compassionate circumstances. Mike Norris substantially exceeds his shareholding requirement. ## Directors' shareholdings The beneficial interest of each of the Directors and their connected persons in the shares of the Company, as at 31 December 2024, is as follows: | Director | Number of shares in the Company as at 31 December 2024 | Percentage of requirement achieved | Interests in shares (shares or options vested but unexercised or subject to a holding period) | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | SAFE | PSP | DBP | Total | | Mike Norris | 1,079,214 | $1762 \%{ }^{2}$ | 2,967 | $164,177^{2}$ | $18,055^{1}$ | 1,264,413 | | Pauline Campbell | 8,900 | n/a | - | - | - | 8,900 | | René Carayol | - | n/a | - | - | - | - | | Philip Hulme | 16,426,812 | n/a | - | - | - | 16,426,812 | | Kelly Kuhn | - | n/a | - | - | - | - | | Ljiljana Mitic | - | n/a | - | - | - | - | | Peter Ogden | 26,240,461 | n/a | - | - | - | 26,240,461 | | Adam Walker | 2,014 | n/a | - | - | - | 2,014 | | Former Director | | | | | | | | Chris Jehle | - | $100 \%$ | - | - | $11,293^{1}$ | 11,293 | Note: There has been no grant of, or trading in, shares of the Company by the current Directors between 1 January 2025 and 17 March 2025. 1. Shares issued as a result of annual bonus deferral, in line with the rules of the Computacenter Deferred Bonus Plan 2017, and the Group's Directors' Remuneration Policy. 2. These are all currently subject to a two-year holding period following vesting, in line with the Group's Performance Share Plan 2015, and the Group's Directors' Remuneration Policy. 3. Based on the Company's closing share price as at 31 December 2024, of $£ 21.24$, and the approved 2024 base salaries. Interests in shares count towards the Shareholding Guideline, on a net of tax basis (deemed to be 50\%) for the PSP and DBP. Interest in shares for the SAFE count fully towards the achievement of the Shareholding Guideline. Interests in shares include dividend equivalents awarded (in shares) during any holding period for the PSP and vesting period for the DBP, per the terms of those plan rules. --- ## Dilution limits Computacenter is able to use a mixture of both new issue and market purchase shares to satisfy the vesting of awards made under its PSP, DBP and Sharesave plans. In line with best practice, the use of new or treasury shares to satisfy awards made under all share plans is restricted to $10 \%$ in any ten-year rolling period, with a further restriction for discretionary plans of $5 \%$ in the same period. The Company's current position against its dilution limit is below each of these thresholds. The Company regularly reviews its position against the dilution guidelines and, should there be insufficient headroom within which to grant new awards which could be satisfied by issuing new shares, the Company intends to continue its current practice of satisfying new awards with shares purchased on the market. ## Payments to past Directors and payments for loss of office Aside from the leaving arrangements for Chris Jehle as set out below, and in the table on page 128, there were no payments made to past Directors and no payments made for loss of office during the period. ## Leaving arrangements for Christian Jehle As previously announced, Chris Jehle stepped down from the Board on 16 December 2024, and as an employee on 31 December 2024 (Departure Date), by mutual agreement with the Company. In accordance with Mr Jehle's service contract and the Company's Remuneration Policy: - He continued to receive his salary ( $£ 467,000$ p.a.) and contractual benefits in the normal way up to the Departure Date, was paid salary in lieu of notice for the balance of his 12-month notice period ( $£ 449,038.46$ ) and received a payment of $£ 5,388.46$ in respect of accrued but unused holiday. - He remained eligible to receive his bonus (of up to $150 \%$ of base salary) in respect of 2024 following assessment of applicable performance measures. Further detail of the amount actually paid to Mr Jehle following that assessment is set out in the table on page 130, of which $50 \%$ will be deferred into shares under the rules of the DBP. - He has 5,527 unvested deferred bonus shares under the DBP that will continue in accordance with the rules of the DBP and remain capable of vesting on their normal vesting dates (as set out on page 133). - He has an unvested nil-cost Performance Share Plan (PSP) option over 13,527 shares. This will not vest in March 2025, as set out on page 131. Mr Jehle has an unvested nil-cost option over 5,695 shares, which was granted to him to replace incentives he forfeited on leaving his previous employer to join the Company. These options were not impacted by Mr Jehle's departure and will continue to vest and be exercisable in accordance with their terms, which were set out on page 151 of the 2023 Annual Report and Accounts. - He had unvested nil-cost PSP options over 63,237 shares, which were granted as part of the PSP. These options lapsed on his departure. - He also received support in respect of legal fees of $£ 10,000$ (excluding VAT). Mr Jehle's remuneration for the period he was employed by the Company is shown in the single figure table on page 128. ## Executive service contracts The CEO's contract of employment is summarised in the table below: | Director | Start date | Expiry date | Unexpired term | Notice period (months) | | --- | --- | --- | --- | --- | | Mike Norris | $23 / 04 / 1998$ | n/a | None specified | 12 | The CEO has a rolling 12-month service contract with the Company, which is subject to 12 months' written notice by either the Company or the CEO. ## External appointments for Executive Directors Executive Directors are permitted to hold outside directorships, subject to approval by the Board, and to retain any fees paid for such services. During 2024, no Executive Director held any external fee-paying directorships. --- ## **Non-Executive Directors' letters of appointment** The Non-Executive Directors have not entered into service contracts with the Company. They each operate under a letter of appointment which sets out their terms, duties, and responsibilities. Non-Executive Directors are appointed for an initial term, which runs to the conclusion of the third AGM following their appointment, and which may be renewed at that point. The letters of appointment provide that should a Non-Executive Director not be re-elected at an AGM before he or she is due to retire, then his or her appointment will terminate. The terms and conditions of appointment of the Non-Executive Directors are available for inspection by shareholders at the Company's registered office. The appointments continue until the expiry dates set out below, unless terminated for cause or on the period of notice stated below: | Director | Date of latest letter of appointment | Expiry date | Notice period | | --- | --- | --- | --- | | Pauline Campbell | 21 March 2024 | Close of the Company's AGM in 2027 | 3 months | | René Carayol | 1 November 2022 | Close of the Company's AGM in 2025 | 3 months | | Philip Hulme | 4 May 2022 | Close of the Company's AGM in 2025 | 3 months | | Kelly Kuhn | 30 September 2024 | Close of the Company's AGM in 2027 | 3 months | | Simon McNamara | 9 January 2025 | Close of the Company's AGM in 2027 | 3 months | | Ljiljana Mitic | 16 May 2022 | Close of the Company's AGM in 2025 | 3 months | | Peter Ogden | 4 May 2022 | Close of the Company's AGM in 2025 | 3 months | | Adam Walker | 30 August 2024 | Close of the Company's AGM in 2027 | 3 months | Pauline Campbell took up the role of Non-Executive Chair on the 14 May 2024. Following her appointment, a review of the Chair fee was undertaken to ensure that this reflected the complexity of the Company and skills required for the role. The market data showed that the current Chair fee was not in line with market practice and was below the lower quartile of the Top 50 of FTSE 250 (excluding financial services) peer group. Therefore, in 2025, the Chair will be paid a single consolidated fee of £300,000. The Chair fee remains below the median of this peer group. The Non-Executive Directors are paid a basic fee, plus additional fees for chairing Board Committees or Senior Independent Director duties. In 2025, Non-Executive Directors' annual fees will increase as follows: | Position | 2024 Annual fees [£] | 2025 Annual fees [£] | | --- | --- | --- | | Independent Non-Executive Directors | 62,650 | 69,000 | | Founder Non-Executive Directors | 57,000 | 62,750 | | Additional fee for Chairing the Audit Committee | 20,550 | 21,100 | | Additional fee for Chairing the Remuneration Committee | 11,420 | 15,000 | | Additional fee for the position of Senior Independent Director | 9,130 | 13,000 | | Additional fee for the position of Chairing the ESG Committee | – | 13,000 | ## **Performance of the Company** ### **Total shareholder return performance** (Computacenter versus FTSE Software and Computer Services sector) ![img-96.jpeg](img-96.jpeg) - Computacenter - FTSE All Share – Software and Computer Services In this graph, TSR performance shows the value, in December 2024, of £100 invested in the Company's shares in December 2014, assuming that all dividends received between December 2014 and December 2024 were reinvested in the Company's shares (source: S&P Capital IQ). The FTSE Software and Computer Services Index has been used for comparison as it includes companies that Computacenter directly competes with. --- # CEO pay history The table below shows the total remuneration figure for the CEO over the previous ten financial years. The total remuneration figure includes the annual bonus and PSP awards which vested based on performance in those years. The annual bonus and PSP percentages show the payout for each year as a percentage of the maximum. | Plan/type of award | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CEO single figure of remuneration [E] | 2,763,900 | 1,807,600 | 2,291,500 | 2,081,700 | 2,391,409 | 2,538,817 | 4,084,506 | 3,339,063 | 2,755,509 | 963,897 | | Annual bonus payout (as a \% of maximum opportunity) | $84.54 \%$ | $49.12 \%$ | $92.35 \%$ | $82.63 \%$ | $92.5 \%$ | $96.0 \%$ | $96.0 \%$ | $27.85 \%$ | $76.56 \%$ | 19.85\% | | Annual bonus [E] | 803,200 | 319,280 | 606,047 | 557,753 | 636,863 | 674,400 | 825,120 | 271,538 | 782,269 | 210,526 | | PSP vesting (as a \% of maximum opportunity) | $71.5 \%$ | $85.13 \%$ | $68.01 \%$ | $65.68 \%$ | $80.78 \%$ | $70.00 \%$ | $100 \%$ | $100 \%$ | $90.86 \%$ | 0\% | | PSP vesting [E] | 1,384,500 | 891,800 | 1,101,400 | 923,699 | 1,150,120 | 1,398,898 | 2,653,094 | 2,372,688 | 1,265,880 | - | ## Percentage change in remuneration of Board Directors and employees The table below sets out the percentage change in the salary, benefits and annual bonus of all Executive and Non-Executive Directors compared to the average amount paid to Computacenter employees in the UK, in the years ended 31 December 2020, 2021, 2022, 2023 and 2024. Computacenter plc is the Group's Parent Company and does not have any employees. The comparator group of Computacenter's UK-based employees was therefore chosen on a voluntary basis, as the Committee believes it provides a sufficiently large comparator group based on a similar incentive structure to the CEO and reduces any distortion arising from currency and cost of living differences in other geographies in which the Group operates. | | \% change in remuneration between 2018 and 2020 | | | \% change in remuneration between 2020 and 2021 | | | \% change in remuneration between 2021 and 2022 | | | \% change in remuneration between 2022 and 2023 | | | \% change in remuneration between 2023 and 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | | Executive | | | | | | | | | | | | | | | | | Mike Norris | (23.47\%) | (34.35\%) | 5.89\% | 35.94\% | (24.32\%) | 22.35\% | 13.44\% | 103.70\% | (67.09\%) | 4.80\% | (1.21\%) | 188.14\% | 3.79\% | (6.13\%) | (73.09\%) | | Chris Jehle ${ }^{a}$ | - | - | - | - | - | - | - | - | - | - | - | - | 77.90\% ${ }^{a, b}$ | 115.71\% ${ }^{a, b}$ | (53.24\%) ${ }^{a, b}$ | | Tony Conophy ${ }^{b}$ | (23.53\%) | (5.99\%) | 4.20\% | 35.97\% | 2.52\% | 27.73\% | 2.69\% | 4.94\% | (72.11\%) | (38.88\%) ${ }^{b}$ | (44.12\%) ${ }^{b}$ | 80.60\% | - | - | - | --- | | \% change in remuneration between 2019 and 2020 | | | \% change in remuneration between 2020 and 2021 | | | \% change in remuneration between 2021 and 2022 | | | \% change in remuneration between 2022 and 2023 | | | \% change in remuneration between 2023 and 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | Salary/Fee | Benefits | Annual bonus | | Non-Executive | | | | | | | | | | | | | | | | | Pauline Campbell ${ }^{7}$ | - | - | - | - | - | - | $195.89 \%{ }^{7}$ | - | - | $4.84 \%$ | - | - | $127.33 \%{ }^{8}$ | - | - | | René Carayol ${ }^{9}$ | - | - | - | - | - | - | - | - | - | $528.60 \%$ | - | - | $8.60 \%{ }^{10}$ | - | - | | Rene Haas | $172.28 \%{ }^{11}$ | - | - | $2.0 \%{ }^{11}$ | - | - | $(5.88 \%)^{12}$ | - | - | - | - | - | - | - | - | | Philip Hulme | $(75.0 \%)^{13}$ | - | - | $308.0 \%{ }^{13}$ | - | - | $2.69 \%$ | - | - | $4.83 \%$ | - | - | $3.83 \%$ | - | - | | Kelly Kuhri ${ }^{14}$ | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | | Simon McNamara ${ }^{15}$ | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | | Ljiljana Mitic | $59.42 \%{ }^{16}$ | - | - | $2.0 \%$ | - | - | $2.67 \%$ | - | - | $4.77 \%$ | - | - | $3.81 \%$ | - | - | | Peter Ogden | $(75.0 \%)^{17}$ | - | - | $308.0 \%{ }^{17}$ | - | - | $2.69 \%$ | - | - | $4.83 \%$ | - | - | $3.83 \%$ | - | - | | Minnow Powell | $3.69 \%$ | - | - | $(23.56 \%)^{18}$ | - | - | - | - | - | - | - | - | - | - | - | | Ros Rivaz | $3.69 \%$ | - | - | $2.05 \%$ | - | - | $2.69 \%$ | - | - | $4.84 \%$ | - | - | $(22.15 \%)^{19}$ | - | - | | Peter Ryan | $39.72 \%{ }^{20}$ | - | - | $2.0 \%$ | - | - | $2.71 \%$ | - | - | $4.82 \%$ | - | - | $(63.04 \%)^{21}$ | - | - | | Adam Walker ${ }^{22}$ | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | | Employees | | | | | | | | | | | | | | | | | Computacenter | | | | | | | | | | | | | | | | | UK-based employees | $3.26 \%$ | $(10.39 \%)$ | $(3.48 \%)$ | $4.19 \%$ | $(4.49 \%)$ | $(0.69 \%)$ | $5.81 \%$ | $(5.60 \%)$ | $1.29 \%$ | $6.33 \%$ | $(0.09 \%)$ | $(14.52 \%)$ | $5.41 \%$ | $3.89 \%$ | $2.35 \%{ }^{22}$ | | 1. The significant percentage increase for the CEO and former CFO (Tony Conophy) reflects the voluntary temporary reduction in base salary for the period 1 April 2020 to 30 June 2020. 2. The reduction in benefits in 2021 for the CEO was due to his election not to have a car and driver provided from the middle of 2021 onwards. The rise in his benefits in 2022 represents an uplift through a car allowance, to offset his loss of car and driver, in line with that given to the former CFO (Tony Conophy), for the whole of the year. 3. Following shareholder consultation, the CEO salary was increased by $13.4 \%$. 4. Chris Jethle joined the Company, as the Group CFO and as an Executive Director of the Board on 1 June 2023. 5. Chris Jethle stepped down as the Group CFO and as an Executive Director of the Board, by mutual agreement with the Company, on 16 December 2024, and left the Group as an employee on 31 December 2024. 6. Tony Conophy stepped down as the Group CFO and as an Executive Director of the Board on 1 June 2023, and then remained with the Company as an employee until his retirement on 31 July 2023. 7. Pauline Campbell was appointed to the Board on 16 August 2021 and assumed the role of Chair of the Audit Committee on 30 September 2021. 8. Pauline Campbell was appointed as Chair of the Board on 14 May 2024, and stepped down as Chair of the Audit Committee at that time. 9. René Carayol was appointed to the Board on 1 November 2022. 10. René Carayol was appointed as Chair of the Remuneration Committee on 30 September 2024. 11. Rene Haas was appointed to the Board on 20 August 2019. 12. Rene Haas stepped down from the Board on 1 December 2022. | 13. The significant percentage increase for Philip Hulme reflects his decision to waive basic fees due to him as a founder Non-Executive Director from 1 April 2020 until 31 December 2020, as announced by the Company on 6 April 2020. 14. Kelly Kuhri was appointed to the Board on 30 September 2024. 15. Simon McNamara was appointed to the Board on 6 January 2025. 16. Ljiljana Mitic was appointed to the Board on 16 May 2019. 17. The significant percentage increase for Peter Ogden reflects his decision to waive basic fees due to him as a founder Non-Executive Director from 1 April 2020 until 31 December 2020, as announced by the Company on 6 April 2020. 18. Minnow Powell stepped down from the Board on 30 September 2021. 19. Ros Rivaz stepped down as Senior Independent Director and Chair of the Remuneration Committee with effect from 30 September 2024. 20. Peter Ryan was appointed to the role of Chair on 16 May 2019. The increase reflects that he was only paid the Chair's fee for part of the prior year. 21. Peter Ryan stepped down as Chair of the Board on 14 May 2024. 22. Adam Walker was appointed to the Board and as Chair of the Audit Committee on 30 August 2024, and as Senior Independent Director on 30 September 2024. 23. The change in the Computacenter UK-based employee annual bonus figure is based on the bonus paid during 2024 in respect of 2023 rather than in respect of 2024 due to the availability of data at the time this report is finalised. The data for the Executive Directors is based on the bonus to be paid in 2025 in respect of 2024. Therefore the like-for-like comparison of the UK-based employee figure is with the change in Executive Director bonus between 2022 and 2023 in the table above. | | | | | | | | | | | | | | | | --- ## CEO pay ratio The CEO pay ratio table shows the ratio of pay between the CEO of Computacenter and Computacenter's UK employees. The ratio compares the total remuneration of the CEO against the total remuneration of the median UK employee and those who sit at the 25th and 75th percentiles (lower and upper quartiles). Computacenter's CEO pay ratios have been calculated using Option B, a continuation of approach from the previous four years and based on the availability of data at the time the Annual Report is published. This uses the most recent gender pay data to identify the three employees that represent our 25th, 50th and 75th percentile employees. As a sense check, the salary and total pay and benefits of a number of employees either side of these 25th, 50th and 75th percentile employees were also reviewed, with an adjustment made where appropriate to ensure that the figures used were representative of an employee at these positions. For example, where the employee at the relevant position is not representative of other employees at that level, the employee next to them has been used instead. The total remuneration for these individuals has been calculated based on all components of pay for 2024, including base salary, performance-based pay, pension and benefits. The Committee considers that this provides an outcome that is representative of the employees at these pay levels. Where an identified employee received a pro-rated component of pay, their figures have been converted to a full-year equivalent. No other adjustments were necessary other than the adjustments already set out above. The day by reference to which the Company determined the 25th, 50th and 75th percentile employees was 31 December 2024. The Committee believes that the median pay ratio is consistent with the pay, reward and progression policies for the Company's UK employees taken as a whole. Computacenter's employer pension contributions, Companypaid benefits and voluntary benefit scheme options are consistent for all UK employees, including the CEO. In addition, the CEO is eligible to participate in the Company's annual bonus and Performance Share Plan, in line with other members of the Management team. The value of these variable pay awards is affected by performance delivered and, in the case of the Performance Share Plan, share price movement over three years. The 2024 CEO pay ratio is lower than in 2023. This is primarily as a result of the CEO's 2024 total remuneration being significantly lower than the previous year. The CEO's remuneration is heavily performance linked and, as set out earlier in the report, this year has seen a lower bonus award outcome in respect of 2024, together with no vesting of LTP awards. The median employee total compensation figure has also increased year-on-year, which reflects the salary increase approach applied for 2024 and ongoing fluctuations within employee demographics. | Year | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio | | --- | --- | --- | --- | --- | | 2024 | Option B | 20:1 | 17:1 | 11:1 | | $2023^{1}$ | Option B | 77:1 | 53:1 | 33:1 | | 2022 | Option B | 98:1 | 68:1 | 44:1 | | 2021 | Option B | 114:1 | 83:1 | 55:1 | | 2020 | Option B | 69:1 | 57:1 | 34:1 | | 2019 | Option B | 76:1 | 51:1 | 36:1 | 1. The 2023 ratios have been updated to reflect the CEO's actual 2023 single figure total using the share price on the date of vesting, further detail of which is set out in the notes to the single figure table on page 129. 2024 salary and total pay and benefits - all UK employee figures | Employees | 25th percentile | Median | 75th percentile | | --- | --- | --- | --- | | Total pay and benefits | $£ 37,152$ | $£ 58,164$ | $£ 89,923$ | | Salary | $£ 35,384$ | $£ 51,281$ | $£ 81,082$ | ## Relative importance of spend on pay The charts below show the Group's relative expenditure on the pay of its employees, against certain other key financial indicators, for both 2023 and 2024: ## Expenditure on Group employees' pay (£m) | 24 | 1,150.3 | | --- | --- | | 23 | 1,150.3 | ## Group adjusted profit before tax* (£m) | 24 | 1,150.3 | | --- | --- | | 23 | 1,150.3 | ## Shareholder distributions** (£m) | 24 | 78.9 | | --- | --- | | 23 | 77.3 | - As well as information prescribed by current remuneration reporting regulations, Group adjusted profit before tax has also been included as this is deemed to be a key performance indicator of the Group, which is linked to the delivery of value to our shareholders. ** Relates to shareholder distributions made in, and not for, the relevant year. ## Statement of implementation of Remuneration Policy in the following financial year Executive Director remuneration for 2025 will be in accordance with the terms of our Proposed Directors' Remuneration Policy, as set out on pages 119 to 127 of this report. The awards below relating to annual bonus, Performance Share Plan and Restricted Share Plan are all subject to shareholder approval being given for the Proposed Policy at the Company's 2025 AGM. ## 2025 base salaries The base salary of the CEO will increase by approximately $2.7 \%$ to $£ 726,000$ from 1 January 2025. This is in line with the average increase for the wider UK workforce and takes into account Company and individual performance. --- ## 2025 annual bonus The performance measures and weightings for the 2025 annual bonus would be as follows: ## Mike Norris - CEO (2025) | $50 \%$ | $10 \%$ | $20 \%$ | $15 \%$ | $20 \%$ | | --- | --- | --- | --- | --- | | Group adjusted profit before tax (up to 50\%) | | | | | | Services contribution growth (up to 10\%) | | | | | | Cash balance (up to 10\%) | | | | | The measures for 2025 have been set to be challenging relative to our 2025 business plan. The Committee deems the targets themselves to be commercially sensitive and therefore they have not been disclosed. They will be disclosed when the Committee no longer deems them to be commercially sensitive, and it currently anticipates including them in the 2025 Annual Report and Accounts. The maximum 2025 annual bonus opportunity for the CEO will be 200\% of base salary. ## 2025 PSP The award level for the CEO in the 2025 financial year is 200\% of salary. The 2025 PSP award will be subject to the following performance conditions, with further context provided in the Annual Statement from the Chair of the Committee: | Performance Measure | Weighting | Vesting ${ }^{1}$ | Performance | | --- | --- | --- | --- | | Compound annual adjusted diluted EPS growth rate | $70 \%$ | Maximum (100\% vesting) | $10 \%$ | | | | In line with expectations (50\% vesting) | $7.22 \%$ | | | | Threshold (10\% vesting) | $5.0 \%$ | | Compound annual Services revenue growth rate | $15 \%$ | Maximum (100\% vesting) | $7.5 \%$ | | | | In line with expectations (50\% vesting) | $5.5 \%$ | | | | Threshold (25\% vesting) | $3.5 \%$ | | Compound annual EBIT growth rate of the North American Business | $15 \%$ | Maximum (100\% vesting) | $20 \%$ | | | | In line with expectations (50\% vesting) | $16 \%$ | | | | Threshold (25\% vesting) | $12 \%$ | 1. Any shares vesting will be subject to an additional two-year holding period post vesting. ## 2025 RSP The award level for the CEO in the 2025 financial year is 50\% of salary. The award will vest, subject to the achievement of a good practice underpin that considers factors including, but not limited to, key strategic objectives and the Group's financial health. At the end of the four-year vesting period, the Committee will assess whether the underpin has been met and would consider whether, and to what extent, a discretionary reduction in the vesting of awards was required. Further details of the assessment of the underpin will be disclosed in the relevant annual report at the time of vesting. Any shares vesting will be subject to an additional one-year holding period post-vesting. ## Statement of voting The results of voting on the Directors' Remuneration Report at the Company's 2024 AGM are shown in the table below: | Votes cast in favour | Votes cast against | | Total votes cast | Votes withheld/obstentions | | --- | --- | --- | --- | --- | | $94,234,353$ | $97.95 \%$ | $1,971,841$ | $2.05 \%$ | $96,206,194$ | The results of voting on the Directors' Remuneration Policy at the Company's 2023 AGM are shown in the table below: | Votes cast in favour/discretionary | Votes cast against | | Total votes cast | Votes withheld/obstentions | | --- | --- | --- | --- | --- | | $99,013,713$ | $99.37 \%$ | 626,069 | $0.63 \%$ | $99,639,782$ | The Committee is grateful for the continuing support of shareholders. To ensure that this continues, the Committee will consult with shareholders on major issues where it is appropriate to do so. It will also continue to adhere to its underlying principle that Executive Directors' pay must be linked to performance and the sustainable delivery of value to our shareholders. This Annual Report on Remuneration has been approved by the Board of Directors and signed on its behalf by: ## René Carayol Chair of the Remuneration Committee 17 March 2025 --- # Directors' report The Directors present their report, together with the audited accounts of Computacenter plc and its subsidiary companies (the Group), for the year ended 31 December 2024. Computacenter plc is incorporated as a public limited company and is registered in England and Wales with the registered number 3110569. Computacenter plc's registered office address is Hatfield Avenue, Hatfield, Hertfordshire, AL10 9TW. The Company's registrar is Equiniti Limited, which is situated at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. The Company has a listing on the London Stock Exchange. The pages from the inside front cover to 146 of this Annual Report and Accounts are incorporated by reference into the Directors' Report, which has been drawn up and presented in accordance with English company law, and the liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law. The Statement of Directors' Responsibilities can be found on page 146. ## Strategic Report The Companies Act 2006 requires the Group to prepare a Strategic Report, which commences at the start of this Annual Report and Accounts up to page 080. The Strategic Report includes information about the Group's operations and business model, particulars of all important events affecting the Company or its subsidiaries, the Group's financial performance in the year and likely future developments, strategic KPIs, principal risks and information regarding the Group's Sustainability Strategy. ## Corporate governance Under Disclosure and Transparency Rule 7.2, the Company is required to include a Corporate Governance report within the Directors' Report. Information on our corporate governance practices can be found in the Corporate Governance Report on pages 082 to 101 (including in relation to our culture, purpose and values), and the reports of the Nomination, Audit and Remuneration Committees on pages 102, 105 and 113 respectively, all of which are incorporated into the Directors' Report by reference. ## Management Report The Strategic Report, the Corporate Governance Report and the Directors' report together form the Management Report for the purposes of Disclosure and Transparency Rules 4.1.5 and 4.1.8-4.1.11R. ## Results and dividends The Group's Consolidated Income Statement is on page 159. The Group's activities resulted in a profit before tax of $£ 244.6 \mathrm{~m}$ (2023: $£ 272.1 \mathrm{~m}$ ). The Group profit for the year, attributable to equity shareholders, amounted to $£ 170.8$ (2023: $£ 197.6 \mathrm{~m}$ ). Dividends paid and declared in respect of the year, as well as relevant ex-dividend, record and payment dates, are set out on page 035 in the financial review. Following the payment of an interim dividend for 2024 of 23.3p per share on 25 October 2024, subject to the approval of shareholders at the Company's 2025 AGM, the total dividend for 2024 will be 70.7p per share. The Board has consistently applied the Company's dividend policy, which states that the total dividend will be 2 to 2.5 times covered by adjusted diluted earnings per share. Further detail on the Company's dividend policy can be found within the financial review on page 035. Dividends are recognised in the accounts in the year in which they are paid, or in the case of a final dividend, when approved by the shareholders. As such, the amount recognised in the 2024 Annual Report and Accounts, as described in note 14, is made up of the 2024 interim dividend of 23.3p per share and the 2023 final dividend of 47.4 p per share. ## Articles of Association The Company's Articles of Association set out the procedures for governing the Company. The Articles of Association may only be amended by a special resolution at a general meeting of the shareholders. A copy of the Articles of Association is available on the Company's website at investors.computacenter.com. ## Voting rights Shareholders are entitled to attend and vote at any general meeting of the Company. It is the Company's practice to hold a poll on every resolution at general meetings. Every member present in person or by proxy has, upon a poll, one vote for every share held. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holdings. ## Dividend rights Shareholders may by ordinary resolution declare dividends, but the amount of the dividend may not exceed the amount recommended by the Board. ## Transfer of shares There are no specific restrictions on the size of a holding, nor on the transfer of shares, which are both governed by the general provisions of the Company's Articles and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights at any meeting of the Company. There is one class of shares in issue, and all shares are fully paid. ## Stakeholder engagement The Board is aware that its actions and decisions impact our stakeholders. Effective engagement with stakeholders is important for the Group. In order to comply with section 172 of the Companies Act 2006, each Director is required to act in a way that he or she considers will promote the success of the Company whilst taking into account the interests of stakeholders. The Directors must also include a statement in the Annual Report and Accounts explaining how they have discharged this duty during the year. The Group's key stakeholders are identified on pages 038 to 044 of the Strategic Report and the statement of compliance with section 172 is set out on page 078. --- ## Modern slavery and human rights Computacenter publishes an annual Modern Slavery Statement in compliance with the UK Modern Slavery Act 2015. The Board approved the latest statement in March 2025, and it can be found on our website at www.computacenter.com/information/modern-slavery-statement. Copies of our policies that relate to human rights can be found on our website at www.computacenter.com. During 2024, we delivered 'Combatting Modern Slavery' e-learning to all our employees and, as in previous years, key members of certain teams have further developed their awareness and understanding of the area due to the nature of their role. Any employee who breaches our policies in this area will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We reserve the right to terminate our relationship with other individuals and organisations working on our behalf if they do not comply with our Supplier Code of Conduct, which covers areas such as modern slavery and human rights. ## Directors and Directors' authority The Directors who served during the year ended 31 December 2024 were Pauline Campbell, René Carayol, Philip Hulme, Chris Jehle, Kelly Kuhn, Ljiljana Milo, Mike Norris, Peter Ogden, Ros Rivaz, Peter Ryan and Adam Walker. Biographical details of each Director as at the date of this report, are given on pages 094 to 095. Details of our Board diversity and inclusion disclosure required under the Listing Rules can be found on page 104. The Company's Articles of Association require that at each AGM, those Directors who were appointed since the last AGM retire, as well as one-third of the Directors who have been the longest serving. The Board has decided, in accordance with the UK Corporate Governance Code, that all Directors will retire at each forthcoming AGM and offer themselves for re-election. The Nomination Committee has considered each Director who is standing for election or re-election, and recommends their election or re-election. Further details on the Committee's recommendations for the election and re-election of the Directors are set out in the Notice of AGM, which summarises the skills and experience that the Directors bring to the Board. Subject to applicable law and the Company's Articles of Association, the Directors may exercise all of the powers of the Company. The Company's Articles of Association provide for a Board of Directors consisting of between three and 20 Directors, who manage the business and affairs of the Company. The Directors may appoint additional or replacement Directors, who shall serve until the following AGM of the Company, at which point they will be required to stand for election by the members. A Director may be removed from office by shareholders or the Board as provided for by applicable law, in certain circumstances set out in the Company's Articles of Association, and at a general meeting of the Company by the passing of an Ordinary Resolution (provided special notice has been given in accordance with the Companies Act 2006). Members have previously approved a resolution to give the Directors authority to allot shares, and a renewal of this authority is proposed at the 2025 AGM. This authority allows the Directors to allot shares up to the maximum amount stated in the Notice of AGM (approximately one-third of the issued share capital). In addition, the Company may not allot shares for cash (unless pursuant to an employee share scheme) without first making an offer to existing shareholders in proportion to their existing holdings. This is known as rights of pre-emption. Two resolutions allowing a limited waiver of these rights were passed by the members at last year's AGM. At the Company's 2024 AGM, shareholders passed a resolution authorising the purchase of up to 11,414,110 ordinary shares in the Company (representing approximately $10 \%$ of the issued ordinary shares) by way of market purchase. This authority will expire at the 2025 AGM, when a resolution to renew the authority to purchase Company shares will be submitted to shareholders. During the year, 7,897,178 ordinary shares of $71 / 8$ each (representing $6.7 \%$ of the ordinary shares in issue at 31 December 2024) were purchased by the Company for a total consideration of $£ 199,999,835.53$, including expenses, and subsequently transferred to be held in treasury. During the year, the Company cancelled 5 million of its ordinary shares held in treasury. Therefore, as at 31 December 2024, there were 11,444,039 ordinary shares held in treasury, representing $9.72 \%$ of the ordinary shares in issue. The maximum number of shares held by the Company in treasury during the year was 11,981,774, which at the time represented $9.93 \%$ of the ordinary shares in issue. The purpose of the share buyback programme was to reduce the capital of the Company. ## Directors' indemnities The Company has executed deeds of indemnity with each of the Directors. These deeds contain qualifying third-party indemnity provisions, indemnifying the Directors to the extent permitted by law, and remain in force at the date of this report, as was the case for the duration of 2024. The indemnities are uncapped and cover all costs, charges, losses and liabilities the Directors may incur to third parties, in the course of acting as Directors of the Company or its subsidiaries. In addition, the Group maintains liability insurance for its Directors and officers. No Company Directors were indemnified during the year. ## Directors' conflicts of interest The Directors are required to notify the Company Secretary of any situations (appointments, holdings or otherwise), or any changes to such, which may give rise to an actual or potential conflict of interest with the Company. These notifications are then reviewed by the Board and recorded in a register maintained by the Company Secretary. If appropriate, they are then considered further by the Directors who are not conflicted, who may authorise the position. The register of notifications and authorisations is reviewed by the Board twice a year. Where the Board approves an actual or potential conflict, the conflicted Director cannot participate in any discussion or decision affected by the conflict. --- ## Directors' interests in shares The Directors' interests, and those of their Connected Persons, in the Company's share capital, at the start and end of the reporting period, were as follows (with no changes to the below as at 17 March 2025): | | As at 31 December 2024 or date of standing down from the Board (if earlier) | As at 1 January 2024 or date of appointment (if later) | | --- | --- | --- | | | Number of ordinary shares | Number of ordinary shares | | Executive Directors | | | | Mike Norris | 1,079,214 | 1,079,214 | | Chris Jehle* | - | - | | Non-Executive Directors | | | | Pauline Campbell | 8,900 | - | | René Carayol | - | - | | Philip Hulme | 16,426,812 | 18,394,988 | | Kelly Kuhn | - | - | | Ljiljana Mitic | - | - | | Peter Ogden | 26,240,461 | 26,802,745 | | Ros Rivaz** | 611 | 2,181 | | Peter Ryan*** | 3,100 | 3,100 | | Adam Walker | 2,014 | - | - Chris Jehle left the Board on 16 December 2024, and the Company on 31 December 2024. ** Ros Rivaz stepped down from the Board on 30 September 2024. *** Peter Ryan stepped down from the Board on 14 May 2024. ## Major interests in shares and voting rights As at 31 December 2024, the Company had been notified under the FCA's Disclosure and Transparency Rules of the following interests in its total voting rights, which are equal to or greater than $3 \%$. | Name of major shareholder | Percentage of total voting rights held | | --- | --- | | Philip William Hulme | $7.93 \%$ | No further interests have been disclosed to the Company between 31 December 2024 and 17 March 2025. An updated list of the Company's major shareholders, based on information available to the Company, is available at investors.computacenter.com. ## Capital structure and rights attaching to shares As at 31 December 2024, there were 117,687,970 fully paid ordinary shares in issue, of which the Company held 11,444,039 ordinary shares in treasury, representing $9.72 \%$ of voting rights. The total number of voting rights in the Company, which shareholders may use as the denominator when calculating if they are required to notify their interest in the Company or a change to that interest, under the Disclosure and Transparency Rules, is therefore 106,243,931. The rights attaching to each of the Company's ordinary shares and deferred shares are set out in its Articles of Association. As at 31 December 2024, there were no deferred shares in issue. The holders of ordinary shares are entitled, subject to applicable law and the Company's Articles of Association, to: - have shareholder documents made available to them, including notice of any general meetings of the Company; and - to attend, speak and exercise voting rights at general meetings of the Company, either in person or by proxy. Pursuant to the Company's share plans, there is an employee benefit trust which, as at the year end, held a total of 1,365,793 ordinary shares of 7\%p each, representing approximately $1.16 \%$ of the issued share capital. During the year, the trust purchased a total of 965,612 shares, so it could satisfy the maturities occurring pursuant to these share option plans. When the trust holds shares before transferring them to participants, in line with good practice, the Trustees do not exercise the associated voting rights. The Trustees also have a dividend waiver in place in respect of shares which are the beneficial property of the trust. During 2024, no ordinary shares in the Company were issued for cash to satisfy the exercise of options. ## Significant agreements and relationships Details regarding the status of the Group's various borrowing facilities are provided in the financial review on page 037. These agreements each include a change of control provision, which may result in the facility being withdrawn or amended upon a change of control of the Company. The Group's longer-term Services contracts may also contain change of control clauses that allow a counterparty to terminate the relevant contract in the event of a change of control of the Company. These arrangements are commercially confidential. The Company does not have any agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a change of control on takeover, except in relation to the Company's share plans, as described above. ## Financial instruments The Group's financial risk management objectives, policies and related risks are discussed in the financial review on page 037. ## Related-party transactions Internal controls are in place to ensure that any related-party transactions involving Directors or their Connected Persons are carried out on an arm's length basis and are properly recorded and disclosed where appropriate. --- ## Employee share plans The Company operates a Performance Share Plan (PSP) to incentivise employees. During the year, 353,692 ordinary options of $71 / 4$ each were awarded subject to performance conditions (2023: 434,398). At the year-end, 1,438,115 options remained outstanding under the PSP (2023: 1,604,617). During the year, 397,389 shares were transferred to participants and 122,805 options lapsed. In addition, the Company operates a Sharesave Plan for the benefit of employees. As at the year-end, 3,306,271 options granted under the Sharesave Plan remained outstanding (2023: 3,304,459). During the year, in accordance with the rules of the Computacenter 2017 Deferred Bonus Plan, the Company granted a conditional award over 24,915 ordinary shares of $71 / 4$ each. (2023: 14,870). The employee share plans have change of control provisions that would be triggered if another entity or individual takes control of the Company. Participants may, in certain circumstances, be allowed to exchange their existing options for options of an equivalent value over shares in the acquiring company. Alternatively, the options may vest early. Early vesting under the executive schemes will generally be on a time- apportioned basis. Under the Sharesave scheme, employees will only be able to exercise their options to the extent that their accumulated savings allow at that time. Further detail of our approach to investing in and rewarding our workforce can be found on pages 055 to 059. ## Corporate sustainable development, charitable donations and political donations The Board recognises that acting in a socially responsible way benefits the community, our customers, shareholders, the environment and employees alike. Further information can be found in the report on pages 053 to 077, which covers matters regarding health and safety, equal opportunities, employee involvement and employee development. During the year, the Group did not make any political donations or incur any political expenditure within the meaning of sections 362 to 379 of the Companies Act 2006. ## Equal opportunities The Group acknowledges the importance of equality and diversity and is committed to equal opportunities throughout the workplace. The Group's policies for recruitment, training, career development and promotion of employees, are based purely on the suitability of the employee and give those who may be disabled equal treatment to their able-bodied colleagues. Where an employee becomes disabled after joining the Group, all efforts are made to enable that employee to continue in their current job. However, if, due to the specific circumstances, it is not possible for an employee to continue in their current job, they will be given suitable training for alternative employment within the Group or elsewhere. The Group monitors and regularly reviews its policies and practices to ensure that they meet current legislative requirements, as well as its own internal standards. The Group is committed to making full use of the talents and resources of all its employees and to providing a healthy environment that encourages productive and mutually respectful working relationships. Policies dealing with equal opportunities are in place in all parts of the Group, which take account of the Group's overall commitment and also address local regulatory requirements. ## Employee involvement and development The Group is committed to involving all employees in significant business issues, especially matters which affect their work and working environment. A variety of methods are used to engage with employees, including team briefings, intranet, email and in-house publications. The Group uses one or more of these channels to brief employees on the Group's performance and the financial and economic factors affecting it. Team briefings are a primary method for engaging and consulting with employees, with managers tasked with ensuring regular information sharing, discussion and feedback. Employee consultative forums exist in each Group country, to consult employees on major issues affecting employment and matters of policy, and to enable Management to seek employees' views on a wide range of business matters. Where there are cross-jurisdictional issues to discuss, a European forum is engaged, made up of representatives from each country forum. The Workforce Engagement Director attends at least one meeting per year of this European forum, to engage directly with employee representatives and reports a summary of this engagement to the Board. The Group regularly reviews employees' performance through a formal review process, to identify areas for development. Managers are responsible for setting and reviewing personal objectives, aligned to corporate and functional goals. The Board closely oversees and monitors Management skills and the development of talent, to meet the Group's current and future needs. The Board directly monitors and closely reviews succession and plans for developing identified key senior managers. The development of employee skills and careers, as well as the communication of the Group's goals, are driven by our Winning Together processes and tools. Annual assessments via our Winning Together processes and tools are a formal requirement of all managers. The Group operates a Save As You Earn (SAYE) share plan for eligible employees, including those in the UK, who are encouraged to save a fixed monthly sum for a period of either three or five years. When the plan matures, participants can purchase shares in the Company at a price set at the start of the savings period. Further information can be found in the report on pages 055 to 059 covering employee involvement and employee development, and in the Stakeholder Engagement section on page 040, which explains how the Company and Board have engaged with and considered employees. ## Engagement with suppliers, customers and others The required disclosure on engagement with our key stakeholders can be found in the Stakeholder Engagement section on pages 038 to 044. Pages 087 to 089 include detail of how the Board considered the views and interests of our stakeholders in its decision-making. ## Trade creditor arrangements Computacenter has a strong covenant and enjoys a favourable credit rating from technology vendors and other suppliers. Some suppliers provide standard credit directly on their own credit risk, whereas other suppliers decide to sell the debt to banks, which offer to purchase the receivables and manage collection. The standard credit terms offered by suppliers are typically between 30 and 60 days, whether provided directly or when sold to --- a third-party finance provider. In the latter case, the cost of the free-trade credit period is paid by the relevant supplier, as part of the overall package of terms provided by suppliers to Computacenter and our competitors. ## Branches Our activities and interests are operated through subsidiaries, branches of subsidiaries and associates which are subject to the laws and regulations of many different jurisdictions. The Parent Company of the Group, Computacenter plc, does not have any branches. ## Business ethics The Group Ethics Policy commits employees to the highest standards of ethical behaviour in respect of customers, suppliers, colleagues and other stakeholders in the business. The policy includes a requirement for all employees to report abuses or non-conformance with the policy and sets out the procedures to be followed. ## Going concern The Directors' statement regarding adoption of the going concern basis of accounting in preparation of the annual Consolidated Financial Statements is set out within the Strategic Report on page 079. ## Viability Statement The Directors' statement regarding the long-term viability of the Company is set out within the Strategic Report on pages 079 to 080. ## Greenhouse gas emissions The Company is required to state the annual quantity of emissions in tonnes of carbon dioxide equivalent from Group activities, and to provide details of its energy usage and the principal measures taken by the Company in 2024 to increase its energy efficiency. Details can be found in the Strategic Report on pages 053 to 075. Further details of our environmental policies and programmes can be found on our website at computacenter.com. The Group's disclosure in response to the Task Force on Climate-related Financial Disclosures can be found on pages 065 to 075. The Company does not own and does not pay for any of its Directors to use private jets, including when they are conducting Company business. ## Auditor A resolution to appoint Grant Thornton UK LLP as auditor of the Group was approved by the Company's shareholders at the Company's 2024 AGM. Resolutions to reappoint Grant Thornton UK LLP as the auditor of the Group, as well as to authorise the Directors to determine its remuneration for fulfilling that role, will be put to shareholders at the forthcoming 2025 AGM. ## Disclosure of information to the auditor The Directors who held office as at the date of approval of this Directors' report confirm that: (i) so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and (ii) each Director has taken all of the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. ## Annual General Meeting The Board currently intends to hold the AGM on 15 May 2025 at 11.00am. The arrangements for the Company's 2025 AGM, and details of the resolutions to be proposed, together with explanatory notes, will be set out in the Notice of AGM to be published on the Company's website. ## Listing rule (LR) disclosures The information required to be disclosed by LR 6.6.1.R is set out below, along with cross references indicating where the relevant information is set out in the Annual Report and Accounts: | Interest capitalised | n/a | | --- | --- | | Publication of unaudited financial information | n/a | | Details of performance share plans | n/a | | Waiver of emoluments by a Director | n/a | | Waiver of future emoluments by a Director | n/a | | Non pre-emptive issues of equity for cash | n/a | | Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings | n/a | | Contracts of significance | Details of transactions with related parties are set out on page 217 in note 34 to the Consolidated Financial Statements. | | Provision of services by a controlling shareholder | n/a | | Shareholder waiver of dividends | The Trustees of the Company's employee share plans have a dividend waiver in place in respect of shares which are the beneficial property of each of the trusts. | | Shareholder waiver of future dividends | The Trustees of the Company's employee share plans have a dividend waiver in place in respect of shares which are the beneficial property of each of the trusts. | | Agreements with controlling shareholder | n/a | This Directors' Report has been approved by the Board and signed on its behalf by: ## Simon Pereira Company Secretary 17 March 2025 --- # Directors' Responsibilities ## Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law the Directors have to prepare the Group financial statements in accordance with UK-adopted international accounting standards and have elected to prepare the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 101 'Reduced Disclosure Framework'). 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 each of the Group and parent Company financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - for the Group financial statements, state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; - for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that the financial statements and the Directors' Remuneration report comply with the Companies Act 2006. 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 is 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 is aware of that information. The Directors are responsible for preparing the annual report in accordance with applicable law and regulations. 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. ## Responsibility statement of the Directors in respect of the Annual Report and Accounts We confirm that to the best of our knowledge: - the Group financial statements, prepared in accordance with UK-adopted international accounting standards, and the Parent Company financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, 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. The Annual Report from inside front cover to page 146 was approved by the Board of Directors and authorised for issue on 17 March 2025 and signed for and on behalf of the Board by: ## MJ Norris Chief Executive Officer --- # Financial statements 148 Independent Auditor's report to the members of Computacenter plc 159 Consolidated Income Statement 159 Consolidated Statement of Comprehensive Income 160 Consolidated Balance Sheet 161 Consolidated Statement of Changes in Equity 162 Consolidated Cash Flow Statement 163 Notes to the Consolidated Financial Statements 218 Company Balance Sheet 219 Company Statement of Changes in Equity 220 Notes to the Company Financial Statements 225 Group five-year financial review 226 Corporate information 226 Financial calendar 227 Principal offices --- # Independent Auditor's report to the members of Computacenter plc ## Opinion ## Our opinion on the financial statements is unmodified We have audited the financial statements of Computacenter plc [the 'parent company'] and its subsidiaries [the 'group'] for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Balance Sheet and Company Statement of Changes in Equity 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 UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' [United Kingdom Generally Accepted Accounting Practice]. 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 31 December 2024 and of the group's profit for the year then ended; - the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. ## 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 'Auditor's 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 auditor's 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. 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: - obtaining and challenging the underlying assumptions in management's base case scenario for at least 12 months from the date of this audit report including corroborating to supporting documentation where appropriate; - obtaining management's downside scenarios, which reflect management's assessment of uncertainties such as worsening economic conditions, and evaluating the assumptions regarding reduced trading levels, an increased cost base and decreased collection rates of trade receivables; - assessing whether the key assumptions (such as revenue growth and working capital) are consistent with our understanding of the business obtained during the course of the audit and the changing external circumstances arising from the changing global economic environment. - evaluating management's historical forecasting accuracy and the impact of this on management's assessment. - checking post year end minutes of meetings of the board of directors and all of its committees to assess if post year end events have been factored into management's forecasts; and - evaluating the appropriateness of disclosures in respect of going concern made in the financial statements. --- 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 inflationary pressures and wider changes in the geopolitical environment. We assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analyzed 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. 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. 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 authorized for issue. In relation to the group's reporting on how it has 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ### Our approach to the audit #### Overview of our audit approach ![img-97.jpeg](img-97.jpeg) #### Overall materiality: Group: £12,300,000, which represents approximately 5% of the group's profit before taxation. Parent company: £5,000,000, which represents approximately 1% of the parent company's total assets. Key audit matters were identified as: - Revenue recognition – Technology Sourcing Revenue – unshipped bill and hold (same as previous year) - Revenue recognition – outliers identified through Audit Data Analytics ('ADA') (same as previous year) Our auditor's report for the year ended 31 December 2023 included one key audit matter that has not been reported as a key audit matter in our current year's report. This relates to Revenue Recognition of Technology Sourcing – non-bill and hold cut-off. The work conducted in the previous year indicated that the existing cut-off process is sufficiently effective in mitigating risk, as confirmed by the testing carried out. We performed audit procedures on the entire financial information (full-scope audit) of two group components in the United Kingdom, one group component in Germany and one group component in the United States of America. We performed audits of one or more classes of transactions including specified, risk focused audit procedures (specific scope procedures) relating to the risks of material misstatement of the group financial statements for one component in France. In addition, specified procedures were performed on two components in North America. We performed analytical procedures at a group level (analytical procedures) on the financial information of all the remaining group components which are based in a number of countries across North America, Europe and Asia. --- #### **Key audit matters (KAM)** 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. In the graph opposite, we have presented the key audit matters and significant risks relevant to the audit. This is not a complete list of all risks identified by our audit. ![img-98.jpeg](img-98.jpeg) ![img-99.jpeg](img-99.jpeg) --- | Key Audit Matter - Group | How our scope addressed the matter - Group | | --- | --- | | **Revenue Recognition** We identified revenue recognition as one of the most significant assessed risks of material misstatement due to fraud and error. Group revenue totals £6,964.8m (2023: £6,922.8m) We pinpointed the significant risk of fraud in revenue recognition to fall into two areas: - Technology sourcing revenue in relation to unshipped bill and hold revenue. - Revenue transactions that do not follow the expected transaction flow, which we define as outliers identified through Audit Data Analytics ('ADA') | In responding to the key audit matter, we performed the following audit procedures: **For all pinpointed areas of risk** We assessed whether the accounting policies adopted by the directors are in accordance with the requirements of IFRS 15 'Revenue from Contracts with Customers', and whether management applied them consistently and appropriately to revenue transactions. **Technology Sourcing Revenue – unshipped bill and hold** Technology Sourcing revenue includes revenues from bill and hold transactions, which involves the Group invoicing a customer and recognising associated revenue, while retaining physical possession of the product until it is delivered to the customer at a future point in time. As such, there is a risk that revenue is recognised too early or that control of the product has not yet been transferred to the customer at the time of revenue recognition. Given the complexity of these arrangements, there is a higher risk of fraud and error on unshipped bill and hold revenue. **Technology Sourcing Revenue – unshipped bill and hold** - We selected a sample of items from the unshipped population and agreed these to relevant and appropriate supporting evidence (such as signed agreements) to determine that these arrangements were substantive and to understand when the customer obtains control of the product to assess whether revenue is recognised in the appropriate period. | | Key Audit Matter - Group | How our scope addressed the matter - Group | | --- | --- | | **Outliers identified through Audit Data Analytics ('ADA')** A large proportion of revenue is made up of a high volume of relatively low value transactions. Therefore, we have pinpointed our fraud risk to those transactions that do not follow the expected transaction flow which we define as 'unusual transactions'. We consider there is a higher risk of fraud in respect of these unusual transactions. | Outliers identified through Audit Data Analytics ('ADA') - We utilised audit data analytical ("ADA") procedures on non-complex revenue to identify transactions that do not follow the expected transaction flow. As part of our procedures to support the ADA output, we tested the operating effectiveness of the bank reconciliation controls and tested a sample of revenue transactions to supporting evidence such as invoice, remittance, cash receipt and proof of delivery; and - We have assessed and substantively tested the transactions identified outside of the expected transaction flow by obtaining corroborative evidence that supports these transactions. | | **Relevant disclosures in the Annual Report and Accounts** - Financial statements: - Note 2 Summary of significant accounting policies, Revenue - Note 3 Critical accounting estimates and judgements - Note 5 Revenue - Audit Committee Report: Page 106 Activities of the Committee | **Our results** Based on the audit work performed, we did not identify any material misstatement in relation to revenue recognition. | We did not identify any key audit matters relating to the audit of the financial statements of the parent company. --- # 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 auditor's 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 | $£ 12,300,000$ [2023: $£ 13,200,000$ ], which represents approximately $5 \%$ of profit before taxation. | $£ 5,000,000$ [2023: $£ 4,967,000$ ] which represents approximately $1 \%$ of total assets. | | Significant judgements made by auditor in determining materiality | In determining materiality, we made the following significant judgements: - Profit before taxation is considered to be the most appropriate benchmark because this is a key performance indicator used by the Directors to report to investors on the financial performance of the group. - We have considered $5 \%$ to be an appropriate percentage, given the business operates in a stable environment, has limited debt, is not currently in a significant growth phase and has not been impacted by significant changes in operations during the period. Materiality for the current year is lower than the level that we determined for the year ended 31 December 2023 [ $£ 13.2 \mathrm{~m}$ ] given the decrease in profit before taxation in the current year. | In determining materiality, we made the following significant judgements: - Total assets is considered to be the most appropriate benchmark as it reflects the parent company's status as a non-trading holding company. - We have considered $1 \%$ to be an appropriate percentage, given the parent company has no external debt and the concentration of ownership is comparably high for a listed entity of its size. Additionally, we note that a significant portion of the asset total is made up of investments in subsidiary undertakings. These subsidiaries operate in stable environments, which supports the overall stability and resilience of the Group's financial position. Materiality for the current year represents approximately $1 \%$ of total assets. Our benchmark and selected percentage remain consistent with the methodology applied in the prior year where materiality represented approximately $1 \%$ of total assets for the year ended 31 December 2023. | Significant revision of materiality threshold that were made as the audit progressed We calculated materiality during the planning stage of the audit and then during the course of our audit, we re-assessed initial materiality based on actual total assets and profit before taxation for the year ended 31 December 2024, with no revisions required. --- | Materiality measure | Group | Parent company | | --- | --- | --- | | 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 | $£ 8,600,000$ (2023: $£ 8,580,000$ ), which is $70 \%$ (2023: $65 \%$ ) of financial statement materiality. The range of component performance materialities used across the group was $£ 4,500,000$ to $£ 6,800,000$. | $£ 3,500,000$ (2023: $£ 3,228,550$ ), which is $70 \%$ (2023: $65 \%$ ) of financial statement materiality. | | Significant judgements made by auditor in determining performance materiality | In determining performance materiality, we made the following significant judgements: - as there were only a few adjustments made to the financial statements in the prior period we have increased our performance materiality threshold from $65 \%$ to $70 \%$ - few significant control deficiencies have been identified in the prior period that would require a decrease in performance materiality - there were no significant changes in business objectives/strategy In determining component performance materiality, we made the following significant judgements: - extent of disaggregation of financial information across components, including the relative risk and size of a component to the group For each component in scope for our group audit, we allocated a performance materiality that is less than our overall group performance materiality. | In determining performance materiality, we made the following significant judgements: - as there were no adjustments made to the financial statements in the prior period we have increased our performance materiality from $65 \%$ to $70 \%$ - few significant control deficiencies have been identified in the prior period that would require a decrease in performance materiality - there were no significant changes in business objectives/strategy | | 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: - Directors' remuneration - Identified related party transactions outside of the normal course of business | We determined a lower level of specific materiality for the following areas: - Directors' remuneration - Identified related party transactions outside of the normal course of business | | Communication of misstatements to the audit committee | We determine a threshold for reporting unadjusted differences to the audit committee. | | | Threshold for communication | $£ 615,000$ and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. | $£ 250,000$ and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds. | --- The graph below illustrates how performance materiality and the range of component performance materiality interacts with our overall materiality and the threshold for communication to the audit committee. ![img-100.jpeg](img-100.jpeg) # **Overall materiality – Group** | 1. Group PBT: £245m | 2. FSM: £12.3m | | --- | --- | | | | | 1. FSMC: £12.3m | 2. PM: £8.8m | | --- | --- | | | | | 3. RoM: £4.5m to £6.8m | 4. TFC: £0.62m | | --- | --- | | | | | 1. Total assets: £517m | 2. FSM: £5m | | --- | --- | | | | | 1. FSMC: £5m | 2. PM: £3.5m | | --- | --- | | | | FSM: Financial statement materiality PM: Performance materiality RoFM: range of performance materiality at components TFC: Threshold for communication to the audit committee # **Overall materiality – Parent** | 1. Total assets: £517m | 2. FSM: £5m | | --- | --- | | | | | 1. Total assets: £517m | 2. FSM: £5m | | --- | --- | | | | | 1. FSMC: £5m | 2. PM: £3.5m | | --- | --- | | | | | 1. FSMC: £5m | 2. PM: £3.5m | | --- | --- | | | | FSM: Financial statement materiality PM: Performance materiality RoFM: range of performance materiality at components TFC: Threshold for communication to the audit committee. # **An overview of the scope of our audit** This year, we applied the revised group auditing standard, ISA (UK) 600 (Revised), in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across components. In particular, the definition of a component has changed, with a greater focus on how we, as the group auditor, plan to perform audit procedures to address risks of material misstatement of the consolidated financial statements. Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are performed and how these procedures are executed and supervised. We performed risk assessment procedures, with input from our component auditors, to identify and assess risks of material misstatement of the consolidated financial statements and to determine which of the group's components are likely to include risks of material misstatement to the consolidated financial statements and which procedures to perform at these components to address those risks. 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, their environments, and its system of internal control including common controls** - Our audit approach was founded on a thorough understanding of the group's and parent company's business, its environment, and risk profile. The group's accounting process is primarily resourced through a central function within the UK, with local finance functions reporting subsidiary results to Group and certain financial and operational processes and functions being performed from a shared service centre in Hungary. Each local finance function reports into the central Group finance function based at the Group's head office. The group auditor obtained an understanding of the group and its environment, including common controls and centralised activities, and assessed the risks of material misstatement at the Group level. - In our identification of components, we considered our evaluation of: - the Group's operational structure - the existence of common information systems - the existence of common management across entities - the existence of common risk profiles across entities - geographical location - and our ability to perform audit procedures centrally. - We obtained an understanding of the business processes for all significant classes of transactions, including significant risks, in order to enhance our understanding of the control environment across the group. --- - For in scope full-scope audits and specific scope procedures, component auditors obtained an understanding of the relevant controls over the entity-specific financial reporting systems identified as well as the centralised financial reporting system as part of our assessment, and - We documented and assessed the design and implementation of controls related to key audit matters and other significant risks communicated in this report. ## Identifying components at which to perform audit procedures We have determined the components at which to perform further audit procedures, by considering the following: - components in scope for further audit procedures due to individually including a risk of material misstatement to the group financial statements due to the component's nature or circumstances; - components in scope for further audit procedures due to the nature and size of assets, liabilities and transactions at the component (being of financial significance to one or more scoped items that it is required to be in scope); and - components in scope for further audit procedures to obtain sufficient appropriate audit evidence for significant classes of transactions, account balances and disclosures, or for unpredictability. ## Type of work to be performed on financial information of parent and other components (including how it addressed the key audit matters) - Full-scope audit procedures on the financial information of four components, being Computacenter plc (parent), Computacenter UK Ltd, Computacenter AG \& Co oHG and Computacenter USA Inc. These full-scope audits included the work on the identified key audit matters described above; - Specific scope procedures on the financial information of one component in the USA. This work included the work on the identified key audit matters described above; - Specified audit procedures relating to the risks of material misstatement of the financial statements for one component in France and specified audit procedures on a financial statement line item in one component in North America to ensure we achieved sufficient coverage; - Analytical procedures using group materiality on the financial information of all remaining group components which are based in a number of countries across North America, Europe and Asia. - The work performed on the parent company, the specific-scope procedures in North America and the analytical procedures performed on the remaining components were performed by the Group auditor. ## Performance of our audit - Further audit procedures performed on components subject to specific scope may not have included testing of all significant account balances of such components, but further audit procedures were performed on specific accounts within that component that we, the group auditor, considered had the potential for the greatest impact on the group financial statements either due to risk, size or coverage. - The components within the scope of further audit procedures accounted for the following percentages of the Group's results, including the key audit matters identified: | Audit approach | No. of components | \% coverage total assets | \% coverage revenue | \% coverage profit before tax | | --- | --- | --- | --- | --- | | Full-scope audit | 4 | $80 \%$ | $78 \%$ | $85 \%$ | | Specific scope audit | 1 | $8 \%$ | $8 \%$ | $6 \%$ | | Specified audit procedures | 2 | - | - | - | | Analytical procedures | 37 | $12 \%$ | $14 \%$ | $9 \%$ | | Total | $\mathbf{4 3}$ | $\mathbf{1 0 0 \%}$ | $\mathbf{1 0 0 \%}$ | $\mathbf{1 0 0 \%}$ | ## Communications with component auditors - As part of establishing the overall group audit strategy and plan, we conducted risk assessment and in-person planning discussion meetings with component auditors to discuss risks of material misstatement at group level relevant to the components, including the key audit matters in respect of revenue recognition: outliers identified through ADA and revenue recognition: unshipped bill and hold. - Component auditors were issued with detailed audit instructions, highlighting the relevant significant risks and group reporting requirements. These instructions highlighted the significant risks that needed to be addressed through the audit procedures and specified the information that we required to be reported to the group auditor; - Where component auditors were instructed to perform specific-scope procedures, detailed instructions were issued highlighting the specific testing requirements and the information that we required to be reported to the group auditor; - Throughout the planning, fieldwork, and concluding stages of the group audit, the group auditor communicated with all component auditors and conducted a review of their work. Key working papers were prepared by the group auditor to summarise the review of component auditor files; - We visited the component auditors of all full-scope and specific-scope components in the United Kingdom, the United States of America and Germany on multiple occasions throughout the audit. Virtual meetings were also held on a regular basis during each phase of the audit with these component auditors. At the visits and meetings, the results of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further work required by us was then performed by the component auditors; - Across the group audit, the group auditor and all component auditors carried out the majority of work performed in person with the respective finance teams. We held detailed discussions with the component audit teams, including remote and in-person reviews of the work performed, update calls on the progress of their fieldwork and by attending the component audit clearance meetings with component management; and - We inspected the work performed by the component auditors for the purpose of the group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed, with a particular focus on revenue recognition. --- ## Changes in approach from previous period - As a result of the migration of certain operations within North America, one component is no longer subject to a full scope audit of its financial information in North America. For the current year, only specific-scope procedures have been performed due to the component's reduced contribution to the group's overall financial results. - One component in France is only subject to specific-scope procedures in relation to the defined benefit pension scheme. This represents a reduction in scope compared to the prior year, where multiple financial statement line items were subject to audit work due to it being the first year of our audit tenure. The change in scope reflects that sufficient coverage is obtained without the contribution of this component and also the fact that no issues were identified in the prior year work performed. ## Other information The other information comprises the information included in the annual report and accounts, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and accounts. 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. 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 themselves. 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. ## Matters 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 their 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 We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group's compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules. 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 with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 079; - the directors' explanation as to their assessment of the group's prospects, the period this assessment covers and why the period is appropriate as set out on page 079; - the director's statement on whether they have a reasonable expectation that the group will be able to continue in operation and meet its liabilities set out on page 080; - the directors' statement on fair, balanced and understandable set out on page 037; - the board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 045 to 052; - the section of the annual report that describes the review of the effectiveness of risk management and internal control systems set out on page 110; and - the section describing the work of the audit committee set out on pages 105 to 112. ## Responsibilities of directors As explained more fully in the directors' responsibilities statement set out on page 146, 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. ## Auditor's 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 auditor's 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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 that are applicable to the parent company and the Group and sector in which they operate and how the parent company and the Group are complying with those legal and regulatory frameworks, through our commercial and sector experience, making enquiries of management and those charged with governance, and inspection of the parent company's and the Group's key external correspondence. We corroborated our enquiries through our inspection of board minutes and other information obtained during the course of the audit. - We have identified the following areas within the Group's operations that are particularly susceptible to non-compliance with laws and regulations, including export legislation, GDPR compliance, listing rules, health and safety, contract legislation, anti-bribery, employment law, and certain aspects of company and environmental legislation. This is due to the nature of the Group's activities, which involve the export of IT hardware and the provision of global IT services. - In addition, we evaluated the Group's compliance with laws and regulations that have a direct impact on the financial statements. These laws and regulations include financial reporting legislation (including related companies legislation), distributable profits legislation, pension legislation, company legislation, climate regulation, and taxation legislation. - Our assessment of the Group's compliance with these laws and regulations was integrated into our procedures on the related financial statement items. We obtained an understanding of the Group's systems and processes for monitoring compliance, tested key controls, and evaluated the effectiveness of the Group's compliance program. We also reviewed relevant documentation and obtained representations from management regarding their compliance with these laws and regulations. - To gain assurance on the Group's compliance with laws and regulations, we made enquiries of management and the Board of Directors to determine if they were aware of any instances of non-compliance. Additionally, we made enquiries of the finance team, internal audit, head of risk and compliance, and the Audit Committee to understand the company's policies and procedures related to identifying, evaluating, and complying with laws and regulations. We also assessed the susceptibility of the parent company's and the Group's financial statements to material misstatement, including fraud risk. - We obtained an understanding of the company's compliance with legal and regulatory frameworks by consulting with management, those responsible for legal and compliance procedures, and the company secretary. Our findings were corroborated by our review of the board minutes. In assessing the risk of fraud, we consulted with our forensic specialists and considered management's incentives and opportunities for manipulation of the financial statements, including the risk of management override of controls. - Our audit procedures were specifically designed to prevent and detect fraud, and included: - Evaluated the design and implementation of the controls that management has put in place to prevent and detect fraudulent activities; - Conducted journal entry testing with a focus on journals indicating large or unusual transactions or account combinations based on our understanding of the business; - Gained an understanding of and tested significant related party transactions; and - Performed audit procedures to ensure compliance with applicable financial reporting requirements. - These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; - As part of the engagement partner's assessment of the engagement team's collective competence and capabilities, we considered their understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation. We also evaluated their knowledge of the industry in which the parent company and the Group operate, as well as their understanding of the legal and regulatory requirements specific to the parent company and the Group. - We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. - For components at which audit procedures were performed, we requested component auditors to report to us instances of non-compliance with laws and regulations that gave rise to a risk of material misstatement of the group 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 auditor's report. --- # Other matters which we are required to address We were appointed by the Board on 14 May 2024 to audit the financial statements for the year ending 31 December 2024. Our total uninterrupted period of engagement is 2 years, covering the years ended 31 December 2023 to 31 December 2024. 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. ## Rebecca Eagle Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants 30 Finsbury Square London EC2A 1AG 17 March 2025 --- ## Consolidated Income Statement For the year ended 31 December 2024 | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Revenue | 4,5 | 6,964.8 | 6,922.8 | | Cost of sales | 4 | $(5,929.8)$ | $(5,878.8)$ | | Gross profit | 4 | 1,035.0 | 1,044.0 | | Administrative expenses | | (798.9) | (783.3) | | Other income related to acquisition of a subsidiary | 8 | - | 5.3 | | Gain related to acquisition of a subsidiary | 8 | 1.8 | 2.8 | | Operating profit | | 237.9 | 268.8 | | Finance income | 10 | 14.5 | 13.8 | | Finance costs | 11 | (7.8) | (10.5) | | Profit before tax | | 244.6 | 272.1 | | Income tax expense | 12 | (72.7) | (72.7) | | Profit for the year | | 171.9 | 199.4 | | Attributable to: | | | | | Equity holders of the Parent | | 170.8 | 197.6 | | Non-controlling interests | | 1.1 | 1.8 | | Profit for the year | | 171.9 | 199.4 | | Earnings per share: | | | | | - basic | 13 | 154.4p | 175.0p | | - diluted | 13 | 152.9p | 173.2p | All of the activities of the Group relate to continuing operations. The accompanying notes on pages 163 to 217 form an integral part of these consolidated financial statements. ## Consolidated Statement of Comprehensive Income For the year ended 31 December 2024 | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Profit for the year | | 171.9 | 199.4 | | Items that may be reclassified to the Consolidated Income Statement: | | | | | (Loss)/gain arising on cash flow hedge | | $(0.2)$ | 2.8 | | Income tax effect | 12d | $(0.1)$ | $(0.9)$ | | | | $(0.3)$ | 1.9 | | Exchange differences on translation of foreign operations | | $(17.2)$ | $(25.8)$ | | | | $(17.5)$ | $(23.9)$ | | Items not to be reclassified to the Consolidated Income Statement: | | | | | Remeasurement of retirement benefit obligation | 33 | 4.5 | $(2.8)$ | | Other comprehensive expense for the year, net of tax | | $(13.0)$ | $(26.7)$ | | Total comprehensive income for the year | | 158.9 | 172.7 | | Attributable to: | | | | | Equity holders of the Parent | | 157.8 | 171.3 | | Non-controlling interests | | 1.1 | 1.4 | | Total comprehensive income for the year | | 158.9 | 172.7 | --- # Consolidated Balance Sheet As at 31 December 2024 | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Non-current assets | | | | | Property, plant and equipment | 15 | 90.7 | 96.1 | | Right-of-use assets | 15 | 119.0 | 104.5 | | Intangible assets | 16 | 317.5 | 322.4 | | Investment in associate | 18 a | 0.1 | 0.1 | | Deferred income tax assets | 12 d | 6.3 | 11.6 | | Trade and other receivables | 25 | 32.7 | 21.1 | | Prepayments | 5 | 7.7 | 10.3 | | | | 574.0 | 566.1 | | Current assets | | | | | Inventories | 19 | 307.2 | 216.0 | | Trade and other receivables | 20 | 1,656.8 | 1,498.1 | | Income tax receivable | | 20.4 | 12.5 | | Prepayments | 5 | 172.3 | 139.7 | | Accrued income | 5 | 137.5 | 151.9 | | Derivative financial instruments | 24 | 8.2 | 2.5 | | Cash and short-term deposits | 21 | 489.6 | 471.2 | | | | 2,792.0 | 2,491.9 | | Total assets | | 3,366.0 | 3,058.0 | | Current liabilities | | | | | Trade and other payables | 22 | 2,054.3 | 1,674.5 | | Deferred income | 5 | 285.7 | 234.6 | | Borrowings | 23 a | 4.1 | 4.8 | | Lease liabilities | 23 b | 36.3 | 37.3 | | Derivative financial instruments | 24 | 3.4 | 6.3 | | Income tax payable | | 21.0 | 16.9 | | Provisions | 26 | 4.9 | 2.2 | | | | 2,409.7 | 1,976.6 | | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Non-current liabilities | | | | | Borrowings | 23 a | 3.3 | 7.4 | | Lease liabilities | 23 b | 93.2 | 78.1 | | Retirement benefit obligation | 33 | 22.3 | 26.2 | | Provisions | 26 | 7.8 | 6.9 | | Deferred income tax liabilities | 12 d | 10.7 | 13.4 | | | | 137.3 | 132.0 | | Total liabilities | | 2,547.0 | 2,108.6 | | Net assets | | 819.0 | 949.4 | | Capital and reserves | | | | | Issued share capital | 29 | 8.9 | 9.3 | | Share premium | 29 | 4.0 | 4.0 | | Capital redemption reserve | 29 | 0.4 | - | | Own shares held | 29 | (246.5) | (140.4) | | Translation and hedging reserve | 29 | 9.7 | 27.2 | | Retained earnings | | 1,033.7 | 1,041.6 | | Shareholders' equity | | 810.2 | 941.7 | | Non-controlling interests | 29 | 8.8 | 7.7 | | Total equity | | 819.0 | 949.4 | The accompanying notes on pages 163 to 217 form an integral part of these consolidated financial statements. Approved by the Board on 17 March 2025. ## MJ Norris Chief Executive Officer --- # Consolidated Statement of Changes in Equity For the year ended 31 December 2024 | | Attributable to equity holders of the Parent | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Issued share capital Em | Share premium Em | Capital redemption reserve Em | Own shares held Em | Translation and hedging reserves Em | Retained earnings Em | Shareholders' equity Em | Non-controlling interests Em | Total equity Em | | At 1 January 2024 | 9.3 | 4.0 | - | (140.4) | 27.2 | 1,041.6 | 941.7 | 7.7 | 949.4 | | Profit for the year | - | - | - | - | - | 170.8 | 170.8 | 1.1 | 171.9 | | Other comprehensive (expense)/income | - | - | - | - | (17.5) | 4.5 | (13.0) | - | (13.0) | | Total comprehensive (expense)/income | - | - | - | - | (17.5) | 175.3 | 157.8 | 1.1 | 158.9 | | Reclassification | - | - | - | 8.5 | - | (8.5) | - | - | - | | Transactions with owners: | | | | | | | | | | | - Cost of share-based payments | - | - | - | - | - | 7.1 | 7.1 | - | 7.1 | | - Tax on share-based payments | - | - | - | - | - | (0.2) | (0.2) | - | (0.2) | | - Share buyback programme (note 29) | - | - | - | (198.7) | - | - | (198.7) | - | (198.7) | | - Expenses relating to share buyback programme (note 29) | - | - | - | - | - | (1.5) | (1.5) | - | (1.5) | | - Cancellation of shares | (0.4) | - | 0.4 | 84.2 | - | (84.2) | - | - | - | | - Exercise of options | - | - | - | 23.0 | - | (17.0) | 6.0 | - | 6.0 | | - Purchase of own shares | - | - | - | (23.1) | - | - | (23.1) | - | (23.1) | | - Equity dividends | - | - | - | - | - | (78.9) | (78.9) | - | (78.9) | | Total | (0.4) | - | 0.4 | (114.6) | - | (174.7) | (289.3) | - | (289.3) | | At 31 December 2024 | 8.9 | 4.0 | 0.4 | (246.5) | 9.7 | 1,033.7 | 810.2 | 8.8 | 819.0 | | At 1 January 2023 | 9.3 | 4.0 | 75.0 | (127.7) | 50.7 | 854.4 | 865.7 | 6.3 | 872.0 | | Profit for the year | - | - | - | - | - | 197.6 | 197.6 | 1.8 | 199.4 | | Other comprehensive (expense) | - | - | - | - | (23.5) | (2.8) | (26.3) | (0.4) | (26.7) | | Total comprehensive (expense)/income | - | - | - | - | (23.5) | 194.8 | 171.3 | 1.4 | 172.7 | | Transactions with owners: | | | | | | | | | | | - Cost of share-based payments | - | - | - | - | - | 7.7 | 7.7 | - | 7.7 | | - Tax on share-based payments | - | - | - | - | - | 3.1 | 3.1 | - | 3.1 | | - Capital reduction | - | - | (75.0) | - | - | 75.0 | - | - | - | | - Exercise of options | - | - | - | 25.3 | - | (16.1) | 9.2 | - | 9.2 | | - Purchase of own shares | - | - | - | (38.0) | - | - | (38.0) | - | (38.0) | | - Equity dividends | - | - | - | - | - | (77.3) | (77.3) | - | (77.3) | | Total | - | - | (75.0) | (12.7) | - | (7.6) | (95.3) | - | (95.3) | | At 31 December 2023 | 9.3 | 4.0 | - | (140.4) | 27.2 | 1,041.6 | 941.7 | 7.7 | 949.4 | The accompanying notes on pages 163 to 217 form an integral part of these consolidated financial statements. --- # Consolidated Cash Flow Statement For the year ended 31 December 2024 | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Operating activities | | | | | Profit before taxation | | 244.6 | 272.1 | | Net finance income | | (6.7) | (3.3) | | Depreciation of property, plant and equipment | 15 | 21.5 | 20.4 | | Depreciation of right-of-use assets | 15 | 41.0 | 41.4 | | Amortisation of intangible assets | 16 | 18.8 | 18.9 | | Gain related to acquisition of a subsidiary* | 8 | 1.8 | - | | Share-based payments | 9 | 7.1 | 7.7 | | Loss on disposal of property, plant and equipment | | 0.3 | 0.2 | | Net cash flow from inventories | | (92.8) | 189.2 | | Net cash flow from trade and other receivables (including contract assets) | | (225.7) | 107.7 | | Net cash flow from trade and other payables (including contract liabilities)* | | 469.5 | (160.2) | | Net cash flow from provisions and retirement benefit obligation | | (1.3) | (0.8) | | Other adjustments | | 0.1 | 0.1 | | Cash generated from operations | | 478.2 | 493.4 | | Income taxes paid | | (61.1) | (82.8) | | Net cash flow from operating activities | | 417.1 | 410.6 | | Investing activities | | | | | Interest received | 10 | 11.7 | 13.1 | | Contingent consideration | 18c | (18.7) | (17.4) | | Purchases of property, plant and equipment | 15 | (19.0) | (21.9) | | Purchases of intangible assets | 16 | (12.5) | (13.2) | | Proceeds from disposal of property, plant and equipment | | 0.3 | - | | Net cash flow from investing activities | | (38.2) | (39.4) | | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Financing activities | | | | | Interest paid | 11 | (1.3) | (2.6) | | Interest paid on lease liabilities | 11 | (5.8) | (4.7) | | Purchase of non-controlling interest | 18c | - | (1.9) | | Dividends paid to equity shareholders of the Parent | 14 | (78.9) | (77.3) | | Share buyback programme | 29 | (198.7) | - | | Expenses relating to share buyback programme | 29 | (1.5) | - | | Proceeds from exercise of share options | | 6.0 | 9.2 | | Purchase of own shares | | (23.1) | (38.0) | | Repayment of borrowings | 31 | (44.5) | (69.8) | | Payment of capital element of lease liabilities | 23b | (41.6) | (41.4) | | Drawdown of borrowings | 31 | 40.0 | 62.9 | | Net cash flow from financing activities | | (349.4) | (163.6) | | Increase in cash and cash equivalents | | 29.5 | 207.6 | | Effect of exchange rates on cash and cash equivalents | | (11.1) | (0.8) | | Cash and cash equivalents at the beginning of the year | 21 | 471.2 | 264.4 | | Cash and cash equivalents at the year end | 21 | 489.6 | 471.2 | - The gain related to acquisition of a subsidiary was $£ 2.8 \mathrm{~m}$ in 2023 and was reported within 'net cash flow from trade and other payables (including contract liabilities). The prior year comparative has not been reclassified as it is immaterial and not significant to the understanding of the Consolidated Cash Flow Statement. The accompanying notes on pages 163 to 217 form an integral part of these consolidated financial statements. --- # Notes to the Consolidated Financial Statements For the year ended 31 December 2024 ## 1 Authorisation of Consolidated Financial Statements The Consolidated Financial Statements of Computacenter plc (Parent Company or the Company) and its subsidiaries (the Group) for the year ended 31 December 2024 were authorised for issue in accordance with a resolution of the Directors on 17 March 2025. The Consolidated Balance Sheet was signed on behalf of the Board by MJ Norris. Computacenter plc is a limited company incorporated and domiciled in England, whose shares are publicly traded. ## 2 Summary of material accounting policies The accounting policies adopted are consistent with those of the previous financial year, as applied in the 2023 Annual Report and Accounts. ## New or revised standards or interpretations Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted do not have a significant impact on the Group's financial results or position, other than certain disclosure changes which are discussed below. As a result of the adoption of the amendments to IAS 7 and IFRS 7, the Group has included relevant disclosures relating to supplier finance arrangements in note 22. At its July 2024 meeting, the International Accounting Standards Board (IASB) agreed to publish the IFRS Interpretations Committee's (Committee) agenda decision clarifying certain requirements for segment disclosures. In light of the Committee's agenda decision and to further enhance the disclosure of segment information, the Group has included some additional expense lines in note 4, which are part of the Segment performance measures provided to the Group's Chief Operating Decision Maker but not reported separately. The additional lines disclosed for the current and prior year are: 'cost of sales', 'costs of inventories recognised as an expense' and 'staff costs'. IFRS 18 'Presentation and Disclosure in Financial Statements' will replace IAS 1 'Presentation of Financial Statements', effective for annual periods beginning on or after 1 January 2027. The Group is currently assessing the impact on its Consolidated Financial Statements. From a high-level preliminary assessment performed, adoption of IFRS 18 is unlikely to have a material effect on net profit. However, the grouping of income and expense items into new categories will change how operating profit is reported within the Consolidated Income Statement. The Group intends to adopt IFRS 18 from its effective date of 1 January 2027. Other new standards, interpretations or amendments not yet effective have not been early adopted and have not been disclosed, as they are not expected to have a material effect on the Group's Consolidated Financial Statements. The Group anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. ### 2.1 Basis of preparation and statement of compliance with IFRS The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom and in conformity with the requirements of the Companies Act 2006. The Consolidated Financial Statements are prepared on the historical cost basis, other than derivative financial instruments and contingent consideration, which are stated at fair value. The Consolidated Financial Statements are presented in pound sterling ( $£$ ) and all values are rounded to the nearest hundred thousand, except when otherwise indicated. In determining whether it is appropriate to prepare the financial statements on a going concern basis, the Group prepares a three-year Plan (the Plan) annually by aggregating top-down expectations of business performance across the Group in the second and third year of the Plan with a detailed 12-month bottom-up budget for the first year, which was approved by the Board. The Plan is subject to rigorous downside sensitivity analysis which involves flexing a number of the main assumptions underlying the forecasts within the Plan. The forecast cash flows from the Plan are aggregated with the current position, to provide a total three-year cash position against which the impact of potential risks and uncertainties can be assessed. In the absence of significant external debt, the analysis also considers access to available committed and uncommitted finance facilities, the ability to raise new finance in most foreseeable market conditions and the ability to restrict dividend payments. The Directors have identified a period of not less than 12 months from the date of signing this Annual Report and Accounts, through to 17 March 2026, as the appropriate period for the going concern assessment and have based their assessment on the relevant forecasts from the Plan for that period. No events or conditions beyond the assessment period that may cast significant doubt on the Group's ability to continue as a going concern have been identified. The potential impact of the principal risks and uncertainties, as set out on pages 045 to 052, is then applied to the Plan. This assessment includes only those risks and uncertainties that, individually or in plausible combination, would threaten the Group's business model, future performance, solvency or liquidity over the assessment period and which are considered to be severe but reasonable scenarios. It also takes into account an assessment of how the risks are managed and the effectiveness of any mitigating actions. For the current period, the combined effect of the potential occurrence of several of the most impactful risks and uncertainties in the downside sensitivity scenario relates to a modelled, but not predicted, continuing market downturn scenario, with slower-than-predicted recovery estimates, beginning in 2025. This scenario simulates a continued impact for some of our customers from a reduction in customer demand due to the current economic crisis, and ongoing impact on the Group's revenues from this instability in the global macroeconomic environment. --- ## 2 Summary of material accounting policies continued The supporting models of the Plan are subject to rigorous downside sensitivity analysis that involves flexing a number of the main assumptions underlying the forecasts within the Plan. The modelling resulted in a significant downturn in Group revenues and margins, leading to a substantial loss-making position over the assessment period. This analysis results in a large risk impact adjustment to the cashflows over the assessment period, which is then compared to the cash position generated by the Plan, throughout the assessment period, to model whether the business will be able to continue in operation. Included within this sensitivity scenario is the modelled lack of access to our committed facility. Under the sensitivity scenario, the business demonstrates modelled solvency and liquidity over the assessment period. Our cash and borrowing capacity provides sufficient funds to meet the foreseeable needs of the Parent and Group. At 31 December 2024, the Group had cash and short-term deposits of $£ 489.6 \mathrm{~m}$ and bank debt, primarily related to the recently built headquarters in Germany and operations in North America, of $£ 7.4 \mathrm{~m}$. On 9 December 2022, the Group entered into an unsecured multi-currency revolving loan facility of $£ 200.0 \mathrm{~m}$. The facility had a term of five years, which has been extended to seven years by exercising two one-year extension options available on the first and second anniversary of the facility. The Group has a resilient balance sheet position, with net assets of $£ 819.0 \mathrm{~m}$ as at 31 December 2024. The Group made a profit after tax of $£ 171.9 \mathrm{~m}$, and delivered net cash flows from operating activities of $£ 417.1 \mathrm{~m}$, for the year ended 31 December 2024. As the analysis continues to show a strong forecast cash position, even under the severe economic conditions modelled in the sensitivity scenarios, the Directors continue to consider that the Parent and Group are well placed to manage business and financial risks in the current economic environment. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Parent and Group will be able to continue in operation and meet their liabilities as they fall due over the period of not less than 12 months from the date of signing this Annual Report and Accounts and therefore have prepared the financial statements on a going concern basis. ### 2.2 Basis of consolidation The Consolidated Financial Statements comprise the financial statements of the Parent Company and its subsidiaries as at 31 December each year. The financial statements of subsidiaries are prepared for the same reporting year as the Parent Company, using existing GAAP in each country of operation. Adjustments are made on consolidation for differences that may exist between the respective local GAAPs and IFRS. All intra-group balances, transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are consolidated from the date on which the Group obtains control and cease to be consolidated from the date on which the Group no longer retains control. Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that is not held by the Group and is presented separately from Parent shareholders' equity in the Consolidated Balance Sheet. ### 2.2.1 Foreign currency translation Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate ruling at the date of the transaction, or where relevant, the rate of a specific forward exchange contract. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the Consolidated Balance Sheet date. All differences are taken to the Consolidated Income Statement, except foreign currency differences arising from the translation of qualifying cash flow hedges, which are recognised in the Consolidated Statement of Comprehensive Income, to the extent that the hedges are effective. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction. The functional currencies of the main overseas subsidiaries are euro [€] and US dollar [\$]. The Group's presentation currency is pound sterling [£]. As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into the presentation currency of the Group at the rate of exchange ruling at the Consolidated Balance Sheet date and their income statements are translated at the average exchange rates for the year. Exchange differences arising on the retranslation are recognised in the Consolidated Statement of Comprehensive Income. On disposal of a foreign entity, the deferred cumulative amount recognised in the Consolidated Statement of Comprehensive Income relating to that particular foreign operation is recognised in the Consolidated Income Statement. --- ## 2 Summary of material accounting policies continued ### 2.3 Revenue Revenue is recognised when the Group's performance obligations are fulfilled, to the extent of the amount which is expected to be received from customers as consideration for the transfer of goods and services to the customer. In multi-element contracts with customers where more than one good (Technology Sourcing) or service (Professional Services and Managed Services) is provided to the customer, analysis is performed to determine whether the separate promises are distinct performance obligations within the context of the contract. To the extent that this is the case, the transaction price is allocated between the distinct performance obligations based upon relative standalone selling prices. The revenue is then assessed for recognition purposes based upon the nature of the activity and the terms and conditions of the associated customer contract relating to that specific distinct performance obligation. The following specific recognition criteria must also be met before revenue is recognised: ### 2.3.1 Technology Sourcing The Group supplies hardware, software and resold third-party services (together as 'goods') to customers that are sourced from and delivered by a number of suppliers. Technology Sourcing revenue is recognised when the Group's performance obligations are fulfilled at a point in time when control of the goods has been transferred to the customer. Typically, customers obtain control of the goods when they are delivered to and have been accepted at their premises, depending on individual customer arrangements. Invoices are routinely generated at despatch from our Integration Centers or, in the case of direct delivery by supplier, upon receipt at customer locations. At each reporting date, a process is undertaken to ensure revenue is not recognised for goods that have not been received by customers at that reporting date. Payment for the goods is generally received on, or before, industry-standard payment terms, ordinarily 30-60 days. Refer to note 3.2.1 for 'bill and hold' transactions. Revenue is recorded at the price specified in sales invoices which is based on the customer contracts, net of any agreed discounts and rebates, and exclusive of value added tax on goods or services supplied to customers during the year. In limited instances, the Group provides early-payment discounts or rebates to its customers, which create variability in the transaction price. In determining the variable consideration to be recognised, these discounts and rebates are estimated based on the terms of contractually agreed arrangements and the amount of consideration to which the Group will be entitled in exchange for supplying the goods or services. The level of estimation involved in assessing the variable consideration is minimal given the arrangements are generally prospective in nature and therefore deductions from revenue and trade receivables are appropriately accounted for at the point revenue is recognised. Revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. ## Technology Sourcing principal versus agent recognition Management assesses the classification of certain revenue contracts for Technology Sourcing revenue recognition on either an agent or principal basis. Because the identification of the principal in a contract is not always clear, Management makes a determination by evaluating the nature of our promise to our customer as to whether it is a performance obligation to pass control of the specified goods or services ourselves, in which case we are the principal, or to arrange for those goods or services to be provided by the other party, where we are the agent. We determine whether we are a principal or an agent for each specified good or service promised to the customer, by evaluating the nature of our promise to the customer and if we control each specified good or service before it is delivered to the customer. We perform this evaluation by assessing the fact pattern of the arrangement against a non-exhaustive list of indicators that a performance obligation could involve an agency relationship: - the vendor retains primary responsibility for fulfilling the sale; - we take no inventory risk before or after the goods have been ordered, during shipping or on return; - we do not have discretion to establish pricing for the vendor's goods, limiting the benefit we can receive from the sale of those goods; and - our consideration is in the form of a, usually predetermined, commission. ### 2.3.2 Professional Services The Group provides skilled professionals to customers either operating within a project framework or on a 'resource on demand' basis. For contracts operating within a project framework, revenue is recognised based on the transaction price, with reference to the costs incurred as a proportion of the total estimated costs (percentage of completion basis) of the contract. For those contracts which are 'resource on demand', where highly skilled employees work for a customer on projects and engagements managed by the customer, revenue is billed on a timesheet basis. The Group elects to use the practical expedient in IFRS 15.816, as we have a right to consideration from our 'resource on demand' Professional Services customers in an amount that corresponds directly with the value to our customer of the Group's performance completed to date. The practical expedient applied permits the Group to recognise these 'resource on demand' Professional Services revenues in the amount to which the entity has a right to invoice. Professional Services revenue is therefore recognised throughout the term of the contract, as services are delivered, with amounts recognised based on monthly invoiced amounts, as this corresponds to the service delivered to the customer and the satisfaction of the Group's performance obligations. Under either basis, Professional Services revenue is recognised over time. The majority of the Group's Professional Services revenue is constituted by 'resource on demand' arrangements, is recognised in this manner and represents the primary area of growth in this business line. As the majority of Professional Services revenue is recognised as 'resource on demand', the overall balance of risks to recognition for this business is decreased compared to the scenario where the majority of Professional Services revenue would be recognised on a percentage of completion basis. This is due to the monthly timesheet nature of the billing which is agreed regularly with the customer as the service is delivered. --- ## 2 Summary of material accounting policies continued Payment for the Services, which are invoiced monthly, is generally on industry standard payment terms. For contracts operating within a project framework, if the total estimated costs and revenues of a contract cannot be reliably estimated, revenue is recognised only to the extent that costs have been incurred and where the Group has an enforceable right to payment as work is being performed. A provision for forecast excess costs over forecasted revenue is made as soon as a loss is foreseen [see note 2.16 for further detail]. ### 2.3.3 Managed Services The Group sells maintenance, support and management of customers' IT infrastructures and operations. The specific performance obligations and invoicing conditions in our Managed Services contracts are typically related to the number of calls, interventions or users that we manage and therefore the customer simultaneously receives and consumes the benefits of the services as they are performed. The Group elects to use the practical expedient in IFRS 15.816, as we have a right to consideration from our Managed Services customers in an amount that corresponds directly with the value to our customer of the Group's performance completed to date. The practical expedient applied permits the Group to recognise Managed Services revenue in the amount to which the entity has a right to invoice. Managed Services revenue is therefore recognised throughout the term of the contract, as services are delivered, with amounts recognised based on monthly invoiced amounts, as this corresponds to the service delivered to the customer and the satisfaction of the Group's performance obligations. Invoice payment is generally on industry standard payment terms. On occasion, the Group may have a limited number of Managed Services contracts where revenue is recognised on a percentage of completion basis, which is determined by reference to the costs incurred as a proportion of the total estimated costs of the contract. If the total costs and revenues of a contract cannot be reliably estimated, revenue is recognised only to the extent that costs have been incurred and where the Group has an enforceable right to payment as work is being performed. A provision for forecast excess costs over forecasted revenue is made as soon as a loss is foreseen [see note 2.16 for further detail]. ### 2.3.4 Contract assets and liabilities A contract asset is recognised when the Group has a right to consideration for goods or services which have been transferred to the customer but have not been billed, therefore excluding receivable balances. Contract assets typically relate to longer-term Professional and Managed Services contracts where work has been performed but has not been invoiced to the customer, and are included within accrued income on the Consolidated Balance Sheet. A contract liability is recognised when a customer pays the Group, or the Group has a right to consideration that is unconditional, before the transfer of the goods or services to which it relates. Contract liabilities typically relate to longer-term Professional and Managed Services contracts where consideration has been received under agreed billing timelines for which work has yet to be performed, and are included within deferred income on the Consolidated Balance Sheet. ## Costs of obtaining and fulfilling revenue contracts The Group operates in a highly competitive environment and is frequently involved in contract bids with multiple competitors, with the outcome usually unknown until the contract is awarded and signed. When accounting for costs associated with obtaining and fulfilling customer contracts, the Group first considers whether these costs fit within a specific IFRS standard or policy. Any costs associated with obtaining or fulfilling revenue contracts which do not fall into the scope of other IFRS standards or policies are considered under IFRS 15. All such costs are expensed as incurred, other than the two types of costs noted below: 1. Win fees - The Group pays 'win fees' to certain employees as bonuses for successfully obtaining customer contracts. As these are incremental costs of obtaining a customer contract, they are deferred along with any associated payroll tax expense to the extent they are expected to be recovered. These balances are presented within prepayments in the Consolidated Balance Sheet. The win fee balance that will be realised after more than 12 months is disclosed as non-current. 2. Fulfillment costs - The Group often incurs costs upfront relating to the initial set-up phase of an outsourcing contract, which the Group refers to as 'Entry Into Service'. These costs do not relate to a distinct performance obligation in the contract, but rather are accounted for as fulfillment costs under IFRS 15 as they are directly related to the future performance on the contract. They are therefore capitalised to the extent that they are expected to be recovered. These balances are presented within prepayments in the Consolidated Balance Sheet. Both types of assets resulting from capitalised win fees and Entry Into Service costs are amortised on a systematic basis that is consistent with the transfer to the customer of the goods and services to which the asset relates over the contract term. The amortisation charges on win fees and Entry Into Service costs are recognised in the Consolidated Income Statement within administrative expenses and cost of sales, respectively. Any bid costs incurred by the Group's Central Bid Management Engines are not capitalised or charged to the contract, but instead directly charged to administrative expenses as they are incurred. These costs associated with bids are not separately identifiable nor can they be measured reliably, as the Group's internal bid teams work across multiple bids at any one time. ### 2.3.5 Finance income Income is recognised as interest accrues. --- ## 2 Summary of material accounting policies continued ### 2.4 Exceptional items The Group presents those items of income and expense as exceptional items which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand the elements of financial performance in the year, so as to facilitate comparison with prior years and to assess trends in financial performance. ### 2.5 Adjusted measures The Group uses a number of non-Generally Accepted Accounting Practice (non-GAAP) financial measures in addition to those reported in accordance with IFRS. The Directors believe that these non-GAAP measures, set out below, assist in providing additional useful information on the underlying trends, performance and position of the Group. The non-GAAP measures are also used to enhance the comparability of information between reporting periods by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding the Group's performance. Consequently, non-GAAP measures are used by the Directors and Management for performance analysis, planning, reporting and incentive-setting purposes. Adjusted measures have remained consistent with the prior year. However, as with all non-GAAP alternative performance measures, these adjusted measures present some natural limitations in their usage to understand the Group's performance. These limitations include the lack of comparability with non-GAAP and GAAP measures used by other companies and the fact that the results may, from time-to-time, contain the benefit of acquisitions made but exclude the significant costs associated with that acquisition or the amortisation of acquired intangibles. It is therefore not a complete record of the Group's financial performance as compared to its GAAP results. The exclusion of other adjusting items may result in adjusted earnings being materially higher or lower than reported earnings. In particular, when significant acquisition related charges are excluded, adjusted earnings will be higher than reported GAAP-compliant earnings. These non-GAAP measures comprise: gross invoiced income, adjusted administrative expenses, adjusted operating profit or loss, adjusted profit or loss before tax, adjusted tax, adjusted profit or loss for the year, adjusted earnings per share, and adjusted diluted earnings per share. They are, as appropriate, each stated before: exceptional and other adjusting items including gain or loss on acquisitions, expenses related to material acquisitions, amortisation of acquired intangibles, utilisation of deferred tax assets (where initial recognition was as an exceptional item or a fair value adjustment on acquisition), and the related tax effect of these exceptional and other adjusting items, as Management does not consider these items when reviewing the underlying performance of the Segment or the Group as a whole. Gross invoiced income is based on the value of invoices raised to customers, net of the impact of credit notes and excluding VAT and other sales taxes. This reflects the cash movements from revenue, to assist Management and the users of the Annual Report and Accounts in understanding revenue growth on a 'Principal' basis and to assist in their assessment of working capital movements in the Consolidated Balance Sheet and Consolidated Cash Flow Statement. This measure allows an alternative view of growth in adjusted gross profit, based on the product mix differences and the accounting treatment thereon. Gross invoiced income includes all items recognised on an agency basis within revenue, on a gross income billed to customers basis, as adjusted for deferred and accrued revenue. A reconciliation to adjusted measures is provided on page 033, which details the impact of exceptional and other adjusting items when comparing to the non-GAAP financial measures, in addition to those reported in accordance with IFRS. Further detail is also provided within note 4, Segment information. Refer to the alternative performance measures section of the glossary on page 229 for further commentary. ### 2.6 Impairment of assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. Where an asset does not have independent cash flows, the recoverable amount is assessed for the cash-generating unit (CGU) to which it belongs. These assets are tested across an aggregation of CGUs that utilise the asset. The recoverable amount is the higher of the fair value less costs to sell and the value-in-use of the asset or CGU. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the Consolidated Income Statement in those expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. As the Group has no assets carried at revalued amounts, such reversal is recognised in the Consolidated Income Statement. --- ## 2 Summary of material accounting policies continued ### 2.7 Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation, down to residual value, is calculated on a straight-line basis over the estimated useful life of the asset as follows: - freehold buildings: $25-50$ years - short leasehold improvements: shorter of seven years and period to expiry of lease - fixtures and fittings: - head office: $5-15$ years - other: shorter of seven years or period to expiry of lease - office machinery and computer hardware: $2-15$ years - motor vehicles: three years Freehold land is not depreciated. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset [calculated as the difference between the net disposal proceeds and the carrying amount of the item] is included in the Consolidated Income Statement in the year the item is derecognised. ### 2.8 Leases ### 2.8.1 Group as lessee ## Recognition of a lease The contracts are assessed by the Group, to determine whether a contract is, or contains, a lease. In general, arrangements are a lease when all of the following apply: - it conveys the right to control the use of an identified asset for a certain period, in exchange for consideration; - the Group obtains substantially all economic benefits from the use of the asset; and - the Group can direct the use of the identified asset. The Group elects to separate the non-lease components. ## Measurement of a right-of-use asset and lease liability ## Right-of-use asset The Group measures the right-of-use asset at cost, which includes the following: - the initial amount of the lease liability, adjusted for any lease payments made at or before the lease commencement date; - any lease incentives received; and - any initial direct costs incurred by the Group, as well as an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the lease contract. Cost for dismantling, removing or restoring the site on which it is located and/or the underlying asset is only recognised when the Group incurs an obligation to do so. The right-of-use asset is depreciated over the lease term, using the straight-line method. ## Lease liability The lease liability is initially measured at the present value of the unpaid lease payments, discounted using the interest rate implicit in the lease, or if the rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments included in the measurement comprise fixed payments, variable lease payments that depend on an index or a rate, amounts to be paid under a residual value guarantee and lease payments in an optional renewal period, if the Group is reasonably certain to exercise an extension option, as well as penalties for early termination of a lease, if the Group is reasonably certain to terminate early. If there is a purchase option present, this will be included if the Group is reasonably certain to exercise the option. ## Leases of low-value assets and short term Leases of low-value assets ( $<£ 5,000$ ) and short-term leases with a term of 12 months or less are not required to be recognised on the Consolidated Balance Sheet and payments made in relation to these leases are recognised on a straight-line basis in the Consolidated Income Statement. ### 2.8.2 Group as a lessor The Group has entered into lease agreements as a lessor on certain items of IT equipment and software. Leases for which the Group is a lessor are classified as either operating or finance leases. The Group assesses whether it transfers substantially all the risks and rewards of ownership. Those leases that do not transfer substantially all the risks and rewards are classified as operating leases. Rental income arising from operating leases is accounted for on a straight-line basis over the lease term. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration of the contract. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease, as applicable. In cases where the Group acts as an intermediate lessor, it accounts for its interests in both the head-lease and the sub-lease. ### 2.9 Intangible assets ### 2.9.1 Software and software licences Software and software licences include computer software that is not integral to a related item of hardware. These assets are stated at cost less accumulated amortisation and any impairment in value. Amortisation is calculated on a straight-line basis over the estimated useful life of the asset. Currently software is amortised over four years. --- ## 2 Summary of material accounting policies continued The carrying values of software and software licences are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. ### 2.9.2 Software under development Costs that are incurred and that can be specifically attributed to the development phase of management information systems for internal use are capitalised only if the expenditure can be measured reliably, the management information system is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use the system. Research expenditure and development expenditure that do not meet the criteria above are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Directly attributable costs that are capitalised typically include professional fees and cost of material/ services consumed. Capitalised development costs are recorded as intangible assets and amortised over their useful life from the point at which the management information system is ready for use. Costs associated with maintaining in-use software programs are recognised as an expense as incurred. ### 2.9.3 Other intangible assets Intangible assets acquired as part of a business combination are carried initially at fair value. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any impairment in value. Intangible assets with a finite life have no residual value and are amortised on a straight-line basis over their expected useful lives, with charges included in administrative expenses as follows: - existing customer relationships: 10-15 years - tools and technology: seven years - order backlog: within three months The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Expected useful lives are reviewed on a yearly basis. ### 2.9.4 Goodwill Business combinations are accounted for under IFRS 3 Business Combinations using the acquisition method. Any excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the Consolidated Balance Sheet as goodwill and is not amortised. Any goodwill arising on the acquisition of equity-accounted entities is included within the cost of those entities. After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the related CGU monitored by Management, usually at business Segment level or statutory Company level as the case may be. Where the recoverable amount of the CGU is less than its carrying amount, including goodwill, an impairment loss is recognised in the Consolidated Income Statement. ### 2.10 Inventories Inventories held for specific non-cancellable customer orders or projects are carried at the lower of cost and net realisable value, after making allowance for any obsolete or slow-moving items. Cost is determined using the specific identification of cost method. Items held in inventory that are not specifically identified for a particular customer order or project are carried at the lower of weighted average cost and net realisable value, net of any allowance for obsolete or slow-moving items. Costs include those incurred in bringing each product to its present location and condition, on a first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. ### 2.11 Financial assets Financial assets, other than trade receivables, are recognised at their fair value, which initially equates to the sum of the consideration given and the directly attributable transaction costs. Subsequently, the financial assets are measured at either amortised cost or fair value, depending on their classification under IFRS 9. The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows. ### 2.11.1 Trade receivables Trade receivables, which generally have 30- to 60-day credit terms, are initially recognised and carried at their original invoice amount less an allowance for any uncollectable amounts. The business model for trade receivables is that they are held for the collection of contractual cash flows, therefore they are subsequently measured at amortised cost. The trade receivables are derecognised on receipt of cash from the customer. --- ## 2 Summary of material accounting policies continued Trade receivables sold to a third party, including factoring, are derecognised when the criteria for derecognition under IFRS 9 are met. This involves evaluating the specific terms of the transaction to determine if the Group has substantially transferred associated risks and rewards, has relinquished control of, and has no material continuing involvement with the receivables. Upon derecognition, the difference between the carrying amount and the consideration received (net of transaction costs) is recognised in the Consolidated Income Statement as follows: - within cost of sales, where the Group sells receivables as an integral part of delivering goods or services; or - within administrative expenses, where the Group sells receivables for its cash flow management and this is not directly tied to revenue generation. If derecognition criteria are not met or only partially met, the Group continues to recognise the trade receivables or the portion relating to its retained interest or residual involvement. A financial liability is recognised for the consideration received from the factoring party, measured initially at fair value and subsequently at amortised cost. Given the short lives of the trade receivables, there are generally no material fair value movements between initial recognition and the derecognition of the receivable. The Group assesses for doubtful debts (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. Material or high-risk balances are reviewed and provided for individually, based on a number of factors including: - the financial strength of the customer; - the level of default that the Group has suffered in the past; - the age of the receivable outstanding; and - the Group's trading experience with that customer. ### 2.11.2 Cash and cash equivalents Cash and short-term deposits in the Consolidated Balance Sheet comprise cash at bank and in hand, and short-term deposits with an original maturity of three months or less. For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts which form an integral part of the Group's cash management. ### 2.12 Financial liabilities Financial liabilities are initially recognised at their fair value and, in the case of borrowings (including credit facility), net of directly attributable transaction costs. The subsequent measurement of financial liabilities is at amortised cost, unless otherwise described. ### 2.13 Derecognition of financial assets and liabilities 2.13.1 Financial assets A financial asset or, where applicable, a part of a financial asset or part of a group of similar financial assets, is derecognised where: - the rights to receive cash flows from the asset have expired; or - the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass-through arrangement; or - the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. ### 2.13.2 Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired. ### 2.14 Derivative financial instruments and hedge accounting The Group uses foreign currency forward contracts to hedge its foreign currency risks associated with foreign currency fluctuations affecting cash flows from forecast transactions and unrecognised firm commitments. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of both the hedging instrument and the hedged item or transaction and then the economic relationship between the two, including whether the hedging instrument is expected to offset changes in cash flow of the hedged item. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows. The Group designates the full change in the fair value of the forward contract (including forward points) as the hedging instrument. Forward contracts are initially recognised at fair value on the date that the contract is entered into and are subsequently remeasured at fair value at each reporting date. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. Forward contracts are recorded as assets when the fair value is positive and as liabilities when the fair value is negative. --- ## 2 Summary of material accounting policies continued For the purposes of hedge accounting, hedges are classified as cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability, a highly probable forecast transaction, or the foreign currency risk in an unrecognised firm commitment. Cash flow hedges that meet the criteria for hedge accounting are accounted for as follows: the effective portion of the gain or loss on the hedging instrument is recognised directly in other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Consolidated Income Statement in administrative expenses. Amounts recognised within the Consolidated Statement of Comprehensive Income are transferred to the Consolidated Income Statement, within administrative expenses, when the hedged transaction affects the Consolidated Income Statement, such as when the hedged financial expense is recognised. If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognised in equity is transferred to the Consolidated Income Statement within administrative expenses. If the hedging instrument matures or is sold, terminated or exercised without replacement or rollover, any cumulative gain or loss previously recognised within the Consolidated Statement of Comprehensive Income remains within the Consolidated Statement of Comprehensive Income until after the forecast transaction or firm commitment affects the Consolidated Income Statement. Any other gains or losses arising from changes in fair value on forward contracts are taken directly to administrative expenses in the Consolidated Income Statement. ### 2.15 Fair value measurement The Group measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Fair value-related disclosures for financial instruments that are measured at fair value or where fair values are disclosed, are summarised in note 27. ### 2.16 Provisions (excluding restructuring provision) Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. ## Customer contract provisions Management continually monitors the financial performance of contracts, and where there are indicators that a contract could result in a negative margin, the future financial performance of that contract will be reviewed in detail. If, after further financial analysis, the full financial consequence of the contract can be reliably estimated, and it is determined that the contract is potentially loss-making, then the best estimate of the losses expected to be incurred until the end of the contract will be provided for. In establishing if future costs are forecast to exceed the future revenue, Management will take into account the anticipated inflationary impact on the cost base, offset by any rights to increase pricing under Cost of Living Adjustment (COLA) clauses that have been incorporated in the customer contract. The Group applies IAS 37 - 'Provisions, Contingent Liabilities and Contingent Assets' in its assessment of whether contracts are considered onerous and in subsequently estimating the provision. The Group's approach is to apply the full cost approach, which considers total estimated costs (i.e. directly attributable variable costs and fixed allocated costs) in the assessment of whether the contract is onerous or not and in the measurement of the provision. A provision for onerous contracts is made as soon as a loss is foreseen and is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on incremental costs necessary to fulfil the obligation under the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract. ### 2.17 Pensions and other post-employment benefits The Group operates a defined contribution pension scheme available to all UK employees and similar schemes are operating, as appropriate for the jurisdiction, for North America and Germany. Contributions are recognised as an expense in the Consolidated Income Statement as they become payable in accordance with the rules of the scheme. There are no material pension schemes within the Group's overseas operations. The Group has an obligation to make a one-off payment to French employees upon retirement, the Indemnités de Fin de Carrière (IFC). --- ## 2 Summary of material accounting policies continued French employment law requires that a company pays employees a one-time contribution when, and only when, the employee leaves the company on retirement at the mandatory age. This is a legal requirement for all businesses which incur the obligation upon departure, due to retirement, of an employee. Typically, the retirement benefit is based on length of service of the employee and his or her salary at retirement. The amount is set via a legal minimum, but the retirement premiums can be improved by the collective agreement or employment contract in some cases. For Computacenter's French employees, the payment is based on accrued service and ranges from one month of salary after five years of service to 9.4 months of salary after 47 years of service. If the employee leaves voluntarily at any point before retirement, all liability is extinguished, and any accrued service is not transferred to any new employment. Management continues to account for this obligation according to IAS 19 (revised). Refer to note 33 for further disclosure. ### 2.18 Taxation ### 2.18.1 Current tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. ### 2.18.2 Deferred income tax Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements, with the following exceptions: - where the temporary difference arises from the initial recognition of goodwill or from an asset or liability in a transaction that is not a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; - in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and - deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted, or substantively enacted, at the balance sheet date. Income tax is charged or credited directly to the Consolidated Statement of Comprehensive Income if it relates to items that are credited or charged to the Consolidated Statement of Comprehensive Income. Otherwise, income tax is recognised in the Consolidated Income Statement. ### 2.19 Share-based payment transactions Employees (including Executive Directors) of the Group can receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of equity-settled transactions with employees is measured by reference to the fair value of the awards at the date at which they are granted. The fair value is determined by utilising an appropriate valuation model, further details of which are given in note 30. In valuing equity-settled transactions, no account is taken of any performance conditions, as none of the conditions set are market related. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date, until the vesting date, reflects the extent to which the vesting period has expired and the Directors' best estimate of the number of equity instruments that will ultimately vest. The Consolidated Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. As the schemes do not include any market-related performance conditions, no expense is recognised for awards that do not ultimately vest. Movements in the estimated employer's National Insurance liability related to the awards, carried on the Consolidated Balance Sheet, are recognised in the Consolidated Income Statement. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (see note 13). The Group has an employee share trust for the granting of non-transferable options to Executive Directors and Management. Shares in the Group held by the employee share trust are treated as investment in own shares and are recorded at cost as a deduction from equity (see note 29). --- ## 2 Summary of material accounting policies continued ### 2.20 Own shares held Computacenter plc shares held by the Group are classified in shareholders' equity as 'own shares held' and are recognised at cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost being taken to reserves. No gain or loss is recognised in the performance statements on the purchase, sale, issue or cancellation of equity shares. These shares are held in the Computacenter Employee Benefit Trust, which is called 'Employee Share Ownership Plan' (ESOP). Computacenter being the sponsoring entity has control over the ESOP under IFRS 10, as Computacenter makes the decisions on how the ESOP operates per the following criteria: - Computacenter has power over the relevant activities of the ESOP - Computacenter has exposure, or rights, to variable returns from its involvement with the ESOP - Computacenter has the ability to use its power over the ESOP to affect the amount of the ESOP returns As the IFRS 10 criteria are satisfied, the ESOP is accounted for under IFRS 10 and is consolidated on the basis that the parent (Computacenter plc) has control, thus the assets and liabilities of the ESOP are included on the Company's Balance Sheet and the Group's Consolidated Balance Sheet. The shares held by the ESOP are presented as a deduction from equity within the Consolidated Statement of Changes in Equity, in the 'own shares held' column. ## 3 Critical accounting estimates and judgements The preparation of the Consolidated Financial Statements requires Management to exercise judgement in applying the Group's accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making these critical judgements and estimates, actual outcomes could be different. During the year, Management reassessed the critical accounting estimates and judgements for the Group. This process included reviewing the last reporting period's disclosures, the key judgements required on the implementation of forthcoming standards and the current period's challenging accounting issues. Where Management deemed there is a change for an area of accounting to be considered a critical estimate or judgement, an explanation for this decision is provided in note 3.3. ### 3.1 Critical estimates Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the year in which the estimates are revised and in any future years affected. There are no areas involving significant risk resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. ### 3.2 Critical judgements Judgements made by Management in the process of applying the Group's accounting policies, which have the most significant effect on the amounts recognised in the Consolidated Financial Statements, are as follows: ### 3.2.1 Bill and hold The Group generates some of its revenue through its bill and hold arrangements with its customers. These arise when the customer is invoiced but the product is not shipped to the customer until a later date, in accordance with the customer's request in a written agreement. In order to determine the appropriate timing of revenue recognition, it is assessed whether control has transferred to the customer. A bill and hold arrangement is only put in place when a customer lacks the physical space to store the product or the product previously ordered is not yet needed in accordance with the customer's schedule and the customer wants to guarantee supply of the product. In order to determine whether an arrangement is bill and hold and control has been transferred to the customer, a customer request must have been approved and all of the below criteria must have been met: a) the reason for the bill and hold arrangement must be substantive (for example, the customer has requested the arrangement); b) the product must be identified separately as belonging to the customer; c) the product currently must be ready for physical transfer to the customer; and d) the Group cannot have the ability to use the product or to direct it to another customer. Judgement is required to determine if all of the criteria (a) to (d) have been met, to recognise a bill and hold sale. This is determined by segregation and readiness of inventory and the review and approval of all customer requests, in order to assess whether the accounting policy had been correctly applied to recognise a bill and hold sale. A total of $£ 435.5 \mathrm{~m}$ of product sold was held by the Group for bill and hold transactions where the Group retained the physical custody of the inventory as at 31 December 2024 (2023: $£ 407.6 \mathrm{~m}$ ). ### 3.3 Change in critical estimates and critical judgements The critical accounting estimates and judgements reported in the Group's 2023 Annual Report and Accounts are unchanged. --- ## 4 Segment information The Segment information is reported to the Board and the Chief Executive Officer. The Chief Executive Officer is the Group's Chief Operating Decision Maker (CODM). As disclosed in the 2023 Annual Report and Accounts, the Group had six operating and four reportable Segments: UK, Germany, France, North America, which were also the reportable Segments, along with the International Segment and Central Corporate Costs. During the first half of the year, Management reviewed the way it reported Segmental performance to the Board and the CODM. In accordance with IFRS 8, changes to the operating segments were made to better reflect recent changes in management responsibility and how the Board and CODM will review information about the Group. These operating Segment changes are explained below: - The entities within Belgium, the Netherlands and Switzerland have been transferred from the previously reported International Segment and into the France Segment which has been renamed 'Western Europe'. This change removes these entities that actively sell to local customers (selling entities) from the International Segment, placing them in a segment that is a purely selling entity segment. The previously reported International Segment aggregated selling entities with a number of purely operational support entities that provide Services to the Group's global customers. The change makes a clearer distinction between the countries in which we sell to customers and the other countries in which we operate directly to support those customers. The change anticipates further alignment of operations between teams within Belgium, the Netherlands and France. As a result, we now have four operating Segments describing the countries in which we actively sell i.e. our markets: the United Kingdom, Germany, Western Europe (France, Belgium, the Netherlands and Switzerland) and North America (the US and Canada). These are also our reportable Segments. - The revised International operating Segment now consolidates the other countries in which we operate in support of our global customers. - Finally, we have retained the Central Corporate Cost Segment, which continues to be disclosed in a separate column. In addition to the above Segmental changes, the Group also performed an analysis of business activities included within the Services business. As a result of this analysis, from 1 January 2024 the Group has reallocated revenue of certain business activities from Managed Services to Professional Services. This reflects better where the customer relationship and operational responsibility lies and where the benefits should accrue. This change has no impact on the reported Group or total Services revenue. We have also revised comparative periods following the same analysis and reallocation criteria. This has resulted in 2023 Professional Services revenue increasing, and Managed Services decreasing, by $£ 32.4 \mathrm{~m}$, primarily in the Germany Segment. The above changes in reporting of segments and business activities within the Services business have no impact on reported Group results. To enable comparisons with prior-period performance, comparative information for the year ended 31 December 2023 has been restated in accordance with the revised Segmental and business reporting structure. The Group has the same operating Segments and reporting Segments. The new Segmental reporting structure is the basis on which internal reports are now provided to the Chief Executive Officer, as the CODM, for assessing performance and determining the allocation of resources within the Group, in accordance with IFRS 8.25. Segmental performance is measured based on external revenues, gross profit, adjusted operating profit and adjusted profit before tax. As noted on page 035, Central Corporate Costs continue to be disclosed as a separate column within the Segmental note. As disclosed in note 2, the Group has included in the segment information below, additional expense lines of 'cost of sales', 'costs of inventories recognised as an expense' and 'staff costs'. This has no impact on the financial results or position of the Segments or the Group. --- # 4 Segment information continued Segmental performance for the years ended 31 December 2024 and 31 December 2023 was as follows: Year ended 31 December 2024 | | UK Em | Germany Em | Western Europe Em | North America* Em | International Em | Central Corporate Costs Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | | | | | | | | | Technology Sourcing revenue | | | | | | | | | Gross invoiced income | 1,758.6 | 1,909.4 | 971.7 | 3,632.8 | 5.6 | - | 8,278.1 | | Adjustment to gross invoiced income for income recognised as agent | $(1,053.3)$ | $(674.8)$ | $(381.0)$ | $(842.2)$ | $(0.4)$ | - | $(2,951.7)$ | | Total Technology Sourcing revenue | 705.3 | 1,234.6 | 590.7 | 2,790.6 | 5.2 | - | 5,326.4 | | Services revenue | | | | | | | | | Professional Services | 158.2 | 407.5 | 62.2 | 150.4 | - | - | 778.3 | | Managed Services | 294.6 | 344.6 | 166.4 | 30.4 | 24.1 | - | 860.1 | | Total Services revenue | 452.8 | 752.1 | 228.6 | 180.8 | 24.1 | - | 1,638.4 | | Total revenue | 1,158.1 | 1,986.7 | 819.3 | 2,971.4 | 29.3 | - | 6,964.8 | | Results | | | | | | | | | Cost of sales | $(927.3)$ | $(1,620.5)$ | $(700.8)$ | $(2,690.7)$ | 9.5 | - | $(5,929.8)$ | | Gross profit | 230.8 | 366.2 | 118.5 | 280.7 | 38.8 | - | 1,035.0 | | Adjusted administrative expenses | $(190.1)$ | $(209.3)$ | $(104.8)$ | $(208.4)$ | $(24.8)$ | $(50.9)$ | $(788.3)$ | | Adjusted operating profit/(loss) | 40.7 | 156.9 | 13.7 | 72.3 | 14.0 | $(50.9)$ | 246.7 | | Adjusted net interest | $(0.7)$ | 7.4 | - | 1.5 | $(0.9)$ | - | 7.3 | | Adjusted profit/(loss) before tax | 40.0 | 164.3 | 13.7 | 73.8 | 13.1 | $(50.9)$ | 254.0 | | Exceptional items: | | | | | | | | | - unwinding of discount relating to acquisition of a subsidiary | | | | | | | $(0.6)$ | | - gain relating to acquisition of a subsidiary | | | | | | | 1.8 | | - other income relating to acquisition of a subsidiary | | | | | | | - | | Total exceptional items | | | | | | | 1.2 | | Amortisation of acquired intangibles | | | | | | | $(10.6)$ | | Profit before tax | | | | | | | 244.6 | [^0] [^0]: * Included within the North America Segment total revenue of $£ 2,971.4 \mathrm{~m}$ is an amount of $£ 2,901.7 \mathrm{~m}$ of revenue for the US. --- # 4 Segment information continued The reconciliation of adjusted operating profit to operating profit as disclosed in the Consolidated Income Statement is as follows: Year ended 31 December 2024 | Adjusted operating profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Amortisation of acquired intangibles | | | | | | | | | | | | | | | | | | | | | | | | | | | Exceptional items | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating profit | | | | | | | | | | | | | | | | | | | | | | | | | | ## Year ended 31 December 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other Segment information | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment | | | | | | | | | | | | | | | | | | | | | | | | | | | | Right-of-use assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | Intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital expenditure: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property, plant and equipment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Right-of-use assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Software | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Costs of inventories recognised as an expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Staff costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation of property, plant and equipment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation of right-of-use assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amortisation of software | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share-based payments recognised in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | [^0] [^0]: * Included within the North America Segment Intangible assets of $£ 217.7 \mathrm{~m}$ is an amount of $£ 215.0 \mathrm{~m}$ of intangible assets for the US. --- # 4 Segment information continued Year ended 31 December 2023 | | UK Em | Germany Em | Western Europe (restated) Em | North America* Em | International (restated) Em | Central Corporate Costs Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | | | | | | | | | Technology Sourcing revenue | | | | | | | | | Gross invoiced income | 1,938.1 | 2,111.5 | 929.7 | 3,454.4 | 11.2 | - | 8,444.9 | | Adjustment to gross invoiced income for income recognised as agent | $(1,166.3)$ | $(849.7)$ | $(290.0)$ | $(851.8)$ | $(0.8)$ | - | $(3,158.6)$ | | Total Technology Sourcing revenue | 771.8 | 1,261.8 | 639.7 | 2,602.6 | 10.4 | - | 5,286.3 | | Services revenue | | | | | | | | | Professional Services (restated) | 132.5 | 394.4 | 65.6 | 118.7 | - | - | 711.2 | | Managed Services (restated) | 309.4 | 371.3 | 196.0 | 27.4 | 21.2 | - | 925.3 | | Total Services revenue | 441.9 | 765.7 | 261.6 | 146.1 | 21.2 | - | 1,636.5 | | Total revenue | 1,213.7 | 2,027.5 | 901.3 | 2,748.7 | 31.6 | - | 6,922.8 | | Results | | | | | | | | | Cost of sales | $(962.9)$ | $(1,653.0)$ | $(782.6)$ | $(2,481.2)$ | 0.9 | - | $(5,878.8)$ | | Gross profit | 250.8 | 374.5 | 118.7 | 267.5 | 32.5 | - | 1,044.0 | | Adjusted administrative expenses | $(192.0)$ | $(211.5)$ | $(103.8)$ | $(202.5)$ | $(18.9)$ | $(43.8)$ | $(772.5)$ | | Adjusted operating profit/(loss) | 58.8 | 163.0 | 14.9 | 65.0 | 13.6 | $(43.8)$ | 271.5 | | Adjusted net interest | 5.5 | 1.0 | $(1.0)$ | 1.7 | $(0.7)$ | - | 6.5 | | Adjusted profit/(loss) before tax | 64.3 | 164.0 | 13.9 | 66.7 | 12.9 | $(43.8)$ | 278.0 | | Exceptional items: | | | | | | | | | - unwinding of discount relating to acquisition of a subsidiary | | | | | | | $(3.2)$ | | - gain relating to acquisition of a subsidiary | | | | | | | 2.8 | | - other income relating to acquisition of a subsidiary | | | | | | | 5.3 | | Total exceptional items | | | | | | | 4.9 | | Amortisation of acquired intangibles | | | | | | | $(10.8)$ | | Profit before tax | | | | | | | 272.1 | [^0] [^0]: * Included within the North America Segment total revenue of $£ 2,748.7 \mathrm{~m}$ is an amount of $£ 2,703.4 \mathrm{~m}$ of revenue for the US. --- # 4 Segment information continued The reconciliation of adjusted operating profit to operating profit as disclosed in the Consolidated Income Statement is as follows: Year ended 31 December 2023 | Adjusted operating profit | | | | | | | 271.5 | | --- | --- | --- | --- | --- | --- | --- | --- | | Amortisation of acquired intangibles | | | | | | | (10.8) | | Exceptional items | | | | | | | 8.1 | | Operating profit | | | | | | | 268.8 | Year ended 31 December 2023 | | UK Em | Germany Em | Western Europe (restated) Em | North America* Em | International (restated) Em | Central Corporate Costs Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | --- | | Other Segment information | | | | | | | | | Property, plant and equipment | 31.7 | 40.7 | 8.1 | 9.9 | 5.7 | - | 96.1 | | Right-of-use assets | 9.0 | 45.4 | 20.3 | 18.8 | 11.0 | - | 104.5 | | Intangible assets | 54.8 | 17.1 | 22.6 | 225.8 | 2.1 | - | 322.4 | | Capital expenditure: | | | | | | | | | Property, plant and equipment | 5.7 | 7.8 | 2.3 | 2.4 | 3.7 | - | 21.9 | | Right-of-use assets | 3.5 | 13.2 | 9.6 | 2.8 | 4.7 | - | 33.8 | | Software | 12.0 | 0.3 | 0.2 | 0.2 | 0.5 | - | 13.2 | | Costs of inventories recognised as an expense | 661.1 | 1,053.1 | 579.4 | 2,272.2 | 12.8 | - | 4,578.6 | | Staff costs | 346.5 | 482.5 | 186.2 | 237.4 | 84.9 | - | 1,337.5 | | Depreciation of property, plant and equipment | 6.2 | 6.9 | 2.2 | 3.6 | 1.5 | - | 20.4 | | Depreciation of right-of-use assets | 4.6 | 20.5 | 6.9 | 5.4 | 4.0 | - | 41.4 | | Amortisation of software | 5.7 | 0.4 | 0.2 | 1.4 | 0.4 | - | 8.1 | | Share-based payments recognised in equity | 2.7 | 1.8 | 0.1 | 0.3 | - | 2.8 | 7.7 | [^0] [^0]: * Included within the North America Segment Intangible assets of $£ 225.8 \mathrm{~m}$ is an amount of $£ 218.4 \mathrm{~m}$ of intangible assets for the US. --- ## 4 Segment information continued Charges for the amortisation of acquired intangibles (where initial recognition was an exceptional item or a fair value adjustment on acquisition) are excluded from the calculation of adjusted operating profit. This is because these charges are based on judgements about their value and economic life, are the result of the application of acquisition accounting rather than core operations, and whilst revenue recognised in the Consolidated Income Statement does benefit from the underlying asset that has been acquired, the amortisation costs bear no relation to the Group's underlying ongoing operational performance. In addition, amortisation of acquired intangibles is not included in the analysis of Segment performance used by the CODM. ## Information about major customers Included in revenues arising from the North American Segment are revenues of approximately $£ 1,095.5 \mathrm{~m}$ (2023: $£ 1,511.0 \mathrm{~m}$ ) which arose from sales to the Group's largest customer. ## 5 Revenue Revenue recognised in the Consolidated Income Statement is analysed as follows: | | 2024 Em | 2023 Em | | --- | --- | --- | | Revenue by type | | | | Gross invoiced income | 8,278.1 | 8,444.9 | | Adjustment to gross invoiced income for income recognised as agent | $(2,951.7)$ | $(3,158.6)$ | | Technology Sourcing revenue* | 5,326.4 | 5,286.3 | | Services revenue | | | | Professional Services | 778.3 | 711.2 | | Managed Services | 860.1 | 925.3 | | Total Services revenue | 1,638.4 | 1,636.5 | | Total revenue | 6,964.8 | 6,922.8 | - Included within the amount of Technology Sourcing revenue shown above is $£ 70.0 \mathrm{~m}$ (2023: $£ 85.3 \mathrm{~m}$ ) recognised under IFRS 18. All other Technology Sourcing revenue is recognised at a point in time under IFRS 15 as described in our accounting policy 2.3.1. ## Contract balances The following table provides the information about contract assets and contract liabilities from contracts with customers. | | Note | 31 December 2024 Em | 31 December 2023 Em | | --- | --- | --- | --- | | Trade receivables | 20 | 1,620.2 | 1,471.8 | | Contract assets, which are included in prepayments | | 9.4 | 19.6 | | Contract assets, which are included in accrued income | | 137.5 | 151.9 | | Contract liabilities, which are included in deferred income | | 285.7 | 234.6 | The prepayments balance within the Consolidated Balance Sheet, totalling $£ 180.0 \mathrm{~m}$, comprises $£ 9.4 \mathrm{~m}$ in contract assets and $£ 170.6 \mathrm{~m}$ in other prepayments, including $£ 45.5 \mathrm{~m}$ for software licences, $£ 23.0 \mathrm{~m}$ for IT equipment paid in advance and $£ 53.9 \mathrm{~m}$ for subcontractor balances. Other prepayments have been classified as current assets in accordance with the Group's operating cycle and classification described below. The Group has implemented an expected credit loss impairment model with respect to contract assets which are included in accrued income, using the simplified approach. These contract assets have been grouped on the basis of their shared risk characteristics and a provision matrix has been developed and applied to these balances to generate the loss allowance. The majority of these contract asset balances are with blue chip customers and the incidence of credit loss is low. There has therefore been no material adjustment to the loss allowance under IFRS 9. Specific provisions are made against material or high-risk balances based on trading experience or where doubt exists about the counterparty's ability to pay. The expected credit losses on contract assets which are within accrued income are considered to be immaterial. ## Significant changes in contract assets and liabilities Contract assets are balances due from customers under long-term contracts as work is performed and therefore a contract asset is recognised over the period in which the performance obligation is fulfilled. This represents the Group's right to consideration for the services transferred to date. Amounts are generally reclassified to trade and other receivables when these have been certified or invoiced to a customer. Refer to note 2.11.1 for credit terms of trade receivables. The increase in trade receivables is mainly in the North American Segment and is driven by the impact of timing of large deals. Win fees, deferred contract costs and fulfilment costs are included in the prepayments balance above. The Consolidated Income Statement impact of the win fees was a recognition of a net gain in 2024 of $£ 1.5 \mathrm{~m}$, with a corresponding charge to income tax of $£ 0.3 \mathrm{~m}$ for the year. The Consolidated Income Statement impact of fulfilment costs was a recognition of a net cost in 2024 of $£ 1.4 \mathrm{~m}$, with a corresponding tax credit of $£ 0.5 \mathrm{~m}$ for the year. --- ## 5 Revenue continued As at 31 December 2024, the win fee balance was $£ 12.0 \mathrm{~m}$, the deferred contract costs balance was $£ 3.7 \mathrm{~m}$ and the fulfilment costs balance was $£ 6.2 \mathrm{~m}$. No impairment loss was recorded for win fees, deferred contract costs or fulfilment costs during the year. Revenue recognised in the reporting period from movement in accrued income balances was $£ 9.4 \mathrm{~m}$, with a credit to foreign exchange of $£ 4.9 \mathrm{~m}$. No impairment loss was recorded for accrued income during the year. Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period was $£ 152.4 \mathrm{~m}$. No revenue was recognised in the reporting period from performance obligations that were satisfied or partially satisfied in previous periods. ## Remaining performance obligations (work in hand) Contracts which had remaining performance obligations as at 31 December 2024 and 31 December 2023 are set out in the table below. The table below discloses the aggregate transaction price relating to those remaining performance obligations, excluding both (a) amounts relating to contracts for which revenue is recognised as invoiced and (b) amounts relating to contracts where the expected duration of the ongoing performance obligation is one year or less. ## Managed Services | | Less than one year | One to two years | Two to three years | Three to four years | Four years and beyond | Total | | --- | --- | --- | --- | --- | --- | --- | | As at 31 December 2024 | 750.0 | 554.0 | 351.0 | 215.0 | 224.0 | 2,094.0 | | As at 31 December 2023 | 747.4 | 528.4 | 370.3 | 194.6 | 152.0 | 1,992.7 | The duration of most contracts is between one and five years. However some contracts will vary from these typical lengths. Revenue is typically earned over these varying timeframes. ## Operating cycle and classification In determining the classification of current assets and liabilities, the Group considers its normal operating cycle, defined as the period over which assets are acquired, transformed, and ultimately realised as cash, or liabilities are settled. The Group operates across distinct business activities with different operating cycles. The normal operating cycle is defined by the contractual terms underlying each type of trading activity. All working capital items, including prepayments and deferred income related to these activities, are classified as current based on the expected realisation or settlement within the relevant contractual cycle. The Group's approach ensures that the balance sheet presentation reflects the timing of cash flows specific to each type of business activity. ## Technology Sourcing The normal operating cycle is aligned to the contractual terms of the arrangement, where the core activity of the resale of IT hardware, software, and related services typically operates on a short working capital cycle of less than 12 months. Where the sale of IT equipment is structured as a lease to customers, balances due over 12 months will be considered as non-current as these are outside the normal operating cycle for the sale of IT equipment. For the purchase and resale of multi-year agreements for software and resold services, the normal operating cycle is aligned to the contractual terms of the arrangement. Typically, these agreements involve prepayments and deferred income that are realised over multiple years, where the cash has already been settled. ## Professional Services The normal operating cycle is aligned to the contractual terms of the arrangement, where the Group provides skilled professionals to customers either operating within a project framework or on a 'resource on demand' basis, on a short working capital cycle of less than 12 months. ## Managed Services Service contracts for IT infrastructure and support are typically structured from three-to five-year periods. The normal operating cycle is aligned to the contractual terms of the arrangement. ## 6 Group operating profit This is stated after charging/(crediting) | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Costs of inventories recognised as an expense | | 4,592.9 | 4,578.6 | | Staff costs | 9 | 1,375.1 | 1,337.5 | | Share-based payments recognised in equity | 9 | 7.1 | 7.7 | | Contractor costs | | 492.1 | 449.9 | | Warehouse and transport costs | | 45.4 | 57.4 | | Depreciation of property, plant and equipment | 15 | 21.5 | 20.4 | | Depreciation of right-of-use assets | 15 | 41.0 | 41.4 | | Amortisation of software | 16 | 8.2 | 8.1 | | Amortisation of acquired intangible assets | 16 | 10.6 | 10.8 | | Severance costs | | 10.0 | 3.2 | | Gain on net foreign currency differences | | (3.0) | (1.7) | | Other administrative expenses | | 127.8 | 148.8 | | | | 6,728.7 | 6,662.1 | --- ## 6 Group operating profit continued | | 2024 Em | 2023 Em | | --- | --- | --- | | Representing costs by function: | | | | Cost of sales | 5,929.8 | 5,878.8 | | Administrative expenses | 798.9 | 783.3 | | | 6,728.7 | 6,662.1 | During the year, the Group carried out an exercise to summarise material expense items by nature that are included within operating profit. Accordingly, the Group has expanded the disclosure above to a more granular level to provide additional detail to the reader. This has no impact on operating profit or costs by function previously reported within the Consolidated Income Statement. ## 7 Auditor's remuneration | | 2024 Em | 2023 Em | | --- | --- | --- | | Auditor's remuneration: | | | | - Audit of the Financial Statements | 0.9 | 1.1 | | - Audit of subsidiaries | 1.8 | 2.1 | | Audit fees | 2.7 | 3.2 | | | | | | Audit-related assurance services for the review of the Interim Report and | | | | Accounts | 0.2 | 0.2 | | Fees for non-audit services | 0.2 | 0.2 | | | 2.9 | 3.4 | Audit-related assurance services for the review of the Interim Report and Accounts were performed by the Group's auditor. ## 8 Exceptional items | | 2024 Em | 2023 Em | | --- | --- | --- | | Operating profit | | | | Other income related to acquisition of a subsidiary | - | 5.3 | | Gain related to acquisition of a subsidiary | 1.8 | 2.8 | | Exceptional operating profit | 1.8 | 8.1 | | Interest cost relating to acquisition of a subsidiary | $(0.6)$ | $(3.2)$ | | Profit on exceptional items before and after tax | 1.2 | 4.9 | Included within 2024 are the following exceptional items: - E0.6m relating to the unwinding of the discount on the contingent payment for the purchase of Business IT Source Holdings, Inc. [BITS] has been classified as exceptional interest cost. This is consistent with our prior-year treatment. - E2.2m relating to a release of contingent consideration in relation to the BITS acquisition (refer to note 18c), net of E0.4m of costs incurred as per the share purchase agreement. As these relate to the acquisition and not operational activity within BITS and are of a one-off nature, they have been classified as an exceptional item. Included within 2023 were the following exceptional items: - E3.2m relating to the unwinding of the discount on the contingent payment for the purchase of BITS was classified as exceptional interest cost. - A E7.4m [\$9.3m] settlement was received on 8 May 2023 from the Washington State Department of Revenue. The settlement related to litigation contesting a historic, pre-acquisition, sales tax assessment that was paid by antecedent companies related to the acquired Pivot group of companies. Of this amount, E5.3m [\$6.7m] was recognised as other income relating to acquisition of a subsidiary for the refunded sales tax amount. This other income was non-operational in nature, material in size and unlikely to recur, and was therefore classified as exceptional. Further amounts of E1.3m [\$1.6m] and E0.8m[\$1.0m] were respectively credited to adjusted interest income, for the refund of statutory overpayment interest receivable on the original payment, and adjusted administrative expenses, to reimburse legal expenses incurred since acquisition. - E2.8m relating to a release of contingent consideration in relation to the BITS acquisition was classified as an exceptional item. --- ## 9 Employee costs The table below shows the average monthly number of employees (including Executive Directors) by Segment during the year: | | Average number of employees | | Average number of full-time equivalents | | | --- | --- | --- | --- | --- | | | 2024 No. | 2023 (restated) No. | 2024 No. | 2023 (restated) No. | | UK | 4,446 | 4,487 | 4,403 | 4,418 | | Germany | 7,061 | 7,086 | 6,703 | 6,725 | | Western Europe* | 2,642 | 2,828 | 2,597 | 2,675 | | North America | 1,877 | 1,704 | 1,742 | 1,701 | | International* | 4,288 | 4,203 | 4,126 | 4,057 | | | 20,314 | 20,308 | 19,571 | 19,576 | - Employee numbers for 2023 have been restated following segmental changes, refer to note 4. Their aggregate remuneration comprised: | | 2024 Em | 2023 (restated) Em | | --- | --- | --- | | Wages and salaries* | 1,189.9 | 1,150.3 | | Social security costs* | 156.3 | 158.8 | | Contributions to defined contribution plans* | 26.5 | 26.2 | | Expenses relating to retirement benefit obligation (note 33) | 2.5 | 2.2 | | Staff costs | 1,375.1 | 1,337.5 | | Share-based payments recognised in equity | 7.1 | 7.7 | | | 1,382.2 | 1,345.2 | - During the year, the Group carried out an exercise to summarise material expense items by nature. Following this exercise, the Group has rectified certain inconsistencies in presentation by foreign subsidiaries and aligned them to the UK. As a result, the comparative amounts have increased by $£ 63.4 \mathrm{~m}$. Share-based payments arise from transactions accounted for as equity-settled, share-based payment transactions. ## 10 Finance income | | 2024 Em | 2023 Em | | --- | --- | --- | | Bank interest received | 11.7 | 10.7 | | Interest receivable as a lessor | 2.8 | 0.7 | | Other interest received | - | 2.4 | | | 14.5 | 13.8 | ## 11 Finance costs | | 2024 Em | 2023 Em | | --- | --- | --- | | Interest paid on bank loans and overdraft | 0.1 | 0.3 | | Interest paid on credit facilities | 0.4 | 0.4 | | Interest paid on lease liabilities | 5.8 | 4.7 | | Finance charges paid on customer-specific financing | - | 0.3 | | Other interest paid | 0.9 | 1.6 | | Exceptional interest cost relating to acquisition of a subsidiary (note 8) | 0.6 | 3.2 | | | 7.8 | 10.5 | --- ## 12 Income tax ## a) Tax on profit from ordinary activities | | 2024 Em | 2023 Em | | --- | --- | --- | | Current income tax | | | | On profits for the year: | | | | - UK corporation tax | 3.4 | 13.6 | | - Foreign tax | 68.9 | 64.0 | | Adjustments in respect of prior years | $(1.6)$ | 2.1 | | Total current income tax expense | 70.7 | 79.7 | | Deferred income tax | | | | - origination and reversal of temporary differences | 0.7 | 0.3 | | - change in tax rates | 0.7 | $(0.5)$ | | - adjustments in respect of prior years | 0.6 | $(6.8)$ | | Total deferred income tax expense/(benefit) | 2.0 | $(7.0)$ | | Tax charge in the Consolidated Income Statement | 72.7 | 72.7 | ## b) Reconciliation of the total tax charge | | 2024 Em | 2023 Em | | --- | --- | --- | | Profit before income tax | 244.6 | 272.1 | | At the UK standard rate of corporation tax of 25\% (2023: 23.5\%) | 61.2 | 63.9 | | Expenses not deductible for tax purposes | 4.6 | 2.8 | | Non-deductible element of share-based payment charge | 0.4 | $(0.1)$ | | Adjustments in respect of prior years | $(1.0)$ | $(4.7)$ | | Effect of tax rate differences in foreign jurisdictions | 6.4 | 12.0 | | Change in tax rate | 0.7 | $(0.5)$ | | Other differences | $(0.1)$ | $(0.1)$ | | Overseas tax not based on earnings | 1.5 | 1.5 | | Current year losses for which no deferred tax asset can be recognised | 0.9 | - | | Previously unrecognised tax losses used to reduce current tax expense | $(1.0)$ | $(0.9)$ | | Tax effect of income not taxable in determining taxable profit | $(0.9)$ | $(1.2)$ | | At effective income tax rate of 29.7\% (2023: 26.7\%) | 72.7 | 72.7 | Taxation for subsidiaries operating in other jurisdictions is calculated at the rates prevailing in the respective jurisdictions, these being a blended rate of $32 \%$ in Germany (2023: 31\%) and a blended (Federal/State) rate of $28 \%$ in the US (2023: 26\%), which mainly drive the 'Effect of tax rate differences in foreign jurisdictions' above. ## c) Tax losses Deferred income tax assets of $£ 5.3 \mathrm{~m}$ (2023: $£ 3.7 \mathrm{~m}$ ) have been recognised in respect of losses carried forward, primarily in France and the US. In considering the probable utilisation of the carried forward tax losses, and therefore the likely recoverability of these assets, the Group makes an assessment based upon a reasonably foreseeable timeframe, being typically up to three years, taking into account the future expected profit profile and business model of each relevant company or country. The reasonably foreseeable timeframe is derived based on the confidence the Group has in the performance of these companies or countries and therefore the reliability of forecasts over the timeframe in which the asset would be recovered. If the reasonably foreseeable timeframe is extended to five years for our French business, an additional $£ 2.5 \mathrm{~m}$ (2023: $£ 2.3 \mathrm{~m}$ ) of deferred income tax asset would be recognised. --- # 12 Income tax continued As at 31 December 2024, there were further unused tax losses across the Group of $£ 271.4 \mathrm{~m}$ (2023: $£ 284.2 \mathrm{~m}$ ) for which no deferred income tax asset has been recognised. Of these losses, $£ 242.8 \mathrm{~m}$ (2023: $£ 256.1 \mathrm{~m}$ ) arise in France, $£ 25.0 \mathrm{~m}$ (2023: $£ 26.4 \mathrm{~m}$ ) arise in Germany and $£ 3.6 \mathrm{~m}$ (2023: $£ 1.8 \mathrm{~m}$ ) arise in the Netherlands. No deferred tax has been recognised on these losses due to the potential uncertainty around whether future taxable profits would be available against which these tax losses can be utilised. Following the merger of CC France SAS and Computacenter NS (CCNS), a request has been made to the French tax authorities to preserve the historic tax losses of CCNS ( $£ 164.3 \mathrm{~m}$ ) and a decision is pending in this regard. A significant proportion of the losses arising in Germany have been generated in statutory entities that no longer have significant levels of trade. The Group has other temporary differences, primarily in France, of $£ 24.1 \mathrm{~m}$ (2023: $£ 30.1 \mathrm{~m}$ ), for which no deferred tax asset has been recognised. These temporary differences mainly relate to the retirement benefit obligation which is of a long-term nature. The amount that would be recognised over our reasonably foreseeable timeframe of up to three years would therefore be immaterial. In addition, there were unutilised capital tax losses as at 31 December 2024 of $£ 7.4 \mathrm{~m}$ (2023: $£ 7.4 \mathrm{~m}$ ) but no deferred tax asset has been recognised as it is not considered probable that these losses will be utilised in the foreseeable future. ## d) Deferred income tax Deferred income tax as at 31 December 2024 and 31 December 2023 relates to the following: | | Consolidated Balance Sheet | | Consolidated Income Statement | | Consolidated Statement of Comprehensive Income | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 £m | 2023 £m | 2024 £m | 2023 £m | 2024 £m | 2023 £m | | Deferred income tax assets/(liabilities) | | | | | | | | Property, plant and equipment | (5.2) | (3.1) | (2.1) | (2.1) | - | - | | Right-of-use assets | (28.6) | (26.6) | (16.6) | 4.2 | - | - | | Intangible assets | (18.7) | (19.9) | 1.6 | 8.0 | - | - | | Inventories | 2.7 | 2.5 | 0.2 | (2.0) | - | - | | Derivative financial instruments | 0.1 | 0.1 | - | - | (0.1) | (0.9) | | Lease liabilities | 30.9 | 27.9 | 17.4 | (4.1) | - | - | | Share-based payments | 5.2 | 8.0 | (2.4) | 0.4 | - | - | | Tax losses carried forward | 5.3 | 3.7 | 1.7 | - | - | - | | Other temporary differences | 3.9 | 5.6 | (1.8) | 2.6 | - | - | | Deferred income tax (expense)/benefit | | | (2.0) | 7.0 | (0.1) | (0.9) | | Net deferred income tax assets/(liabilities) | (4.4) | (1.8) | | | | | | Disclosed on the Consolidated Balance Sheet | | | | | | | | Deferred income tax assets | 6.3 | 11.6 | | | | | | Deferred income tax liabilities | (10.7) | (13.4) | | | | | | Net deferred income tax assets/(liabilities) | (4.4) | (1.8) | | | | | Deferred tax is not recognised in respect of the Group's investments in subsidiaries where Computacenter is able to control the timing of remittance, or other realisation, of unremitted earnings and where remittance or realisation is not probable in the foreseeable future. --- ## 12 Income tax continued ## e) Factors affecting current and future tax charge The March 2021 Budget announced that a UK Corporation tax rate of $25 \%$ will apply with effect from 1 April 2023, and this change was substantively enacted on 11 March 2021. The deferred income tax in these Consolidated Financial Statements reflects this. The main rate of UK Corporation tax up to 31 March 2023 was 19\%, as enacted in the Finance Act 2020. The Group is within the scope of the Organisation for Economic Cooperation and Development (OECD) Pillar Two model rules. UK legislation has been enacted which introduces the OECD's Pillar Two model Income Inclusion Rules into UK law, where Computacenter plc is incorporated. Finance (No2) Act received Royal Assent on 11 July 2023 meaning the Income Inclusion Rule (IIR) and the UK's Domestic Top-up Tax (DTT) came into effect on 1 January 2024. Under the legislation, the Group is liable to pay a top-up tax for the difference between the Pillar Two Global anti-Base Erosion (GloBE) effective tax rate per jurisdiction and the 15\% minimum rate. The Group has estimated that the effective tax rates exceed $15 \%$ in all material jurisdictions in which it operates. For non-material jurisdictions where the weighted average effective tax rate was lower than $15 \%$ for the year ended 31 December 2024, the Group's assessment indicates that any adjustments required under the legislation are not material. Therefore, the Group does not expect to experience a material impact on its overall effective tax rate or on the income tax expense reported in the Consolidated Income Statement as a result of the OECD Pillar Two model rules. The Group continues to apply the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Draft legislation has now been published to introduce the OECD's Undertaxed Profits Rule (UTPR) to the UK. This is due to be in place for accounting periods commencing not before 31 December 2024. ## f) Uncertain tax positions The Group operates in numerous jurisdictions and has ongoing tax audits and open tax matters with certain tax authorities, which mainly relate to interpretation of how relevant tax legislation applies to the Group's transfer pricing arrangements. The matters under discussion can be complex and often take several years to resolve. The Group records a provision against uncertain tax positions based on Management's estimate of either the most likely amount or the expected value amount, depending on which method is expected to better reflect the resolution of the uncertainty. The potential exposure of the Group to an unfavourable outcome in any uncertain tax matter is not expected to result in material additional tax expense or liabilities and therefore the amounts, where already recognised, are not material and are considered appropriate for the current status of the matters under review. ## 13 Earnings per share Earnings per share amounts are calculated by dividing profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year (excluding own shares held). To calculate diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential shares. Share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year are considered to be dilutive potential shares. | | 2024 Em | 2023 Em | | --- | --- | --- | | Profit attributable to equity holders of the Parent | 170.8 | 197.6 | | | 2024 m | 2023 m | | Basic weighted average number of shares (excluding own shares held) | 110.6 | 112.9 | | Effect of dilution: | | | | Share options | 1.1 | 1.2 | | Diluted weighted average number of shares | 111.7 | 114.1 | | | 2024 p | 2023 p | | Basic earnings per share | 154.4 | 175.0 | | Diluted earnings per share | 152.9 | 173.2 | ## 14 Dividends paid and proposed | | 2024 p/share | 2024 Em | 2023 p/share | 2023 Em | | --- | --- | --- | --- | --- | | Amounts recognised as distributions to owners in the financial year | | | | | | Equity dividends on ordinary shares: | | | | | | Paid prior financial year dividend | 47.4 | 53.5 | 45.8 | 51.9 | | Paid interim dividend | 23.3 | 25.4 | 22.6 | 25.4 | | | 70.7 | 78.9 | 68.4 | 77.3 | | Proposed (not recognised as a liability as at 31 December) | | | | | | Equity dividends on ordinary shares: | | | | | | Proposed final dividend at financial year end | 47.4 | 50.4 | 47.4 | 54.1 | --- # 15 Property, plant and equipment | | Freehold land and buildings Em | Short leasehold improvements Em | Fixtures, fittings, equipment and vehicles Em | Property, plant and equipment excluding right-of-use assets Em | Right-ofuse assets Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | At 1 January 2023 | 86.1 | 48.5 | 133.8 | 268.4 | 222.2 | 490.6 | | Additions | 0.1 | 4.6 | 17.2 | 21.9 | 33.8 | 55.7 | | Disposals | - | (1.8) | (14.7) | (16.5) | (30.2) | (46.7) | | Transfers | - | 2.4 | (5.5) | (3.1) | - | (3.1) | | Reclassification | (2.7) | 2.7 | 0.1 | 0.1 | - | 0.1 | | Foreign currency adjustment | (0.4) | (1.0) | (2.5) | (3.9) | (5.6) | (9.5) | | At 31 December 2023 | 83.1 | 55.4 | 128.4 | 266.9 | 220.2 | 487.1 | | Additions | 0.8 | 2.4 | 15.8 | 19.0 | 61.5 | 80.5 | | Disposals | - | (1.7) | (10.2) | (11.9) | (32.0) | (43.9) | | Transfers | - | (0.3) | 0.3 | - | - | - | | Foreign currency adjustment | (0.9) | (1.7) | (3.7) | (6.3) | (6.5) | (12.8) | | At 31 December 2024 | 83.0 | 54.1 | 130.6 | 267.7 | 243.2 | 510.9 | --- # 15 Property, plant and equipment continued | | Freehold land and buildings Em | Short leasehold improvements Em | Fixtures, fittings, equipment and vehicles Em | Property, plant and equipment excluding right-of-use assets Em | Right-ofuse assets Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | | Accumulated depreciation and impairment | | | | | | | | At 1 January 2023 | 48.7 | 27.8 | 97.8 | 174.3 | 102.8 | 277.1 | | Provided during the year | 2.0 | 4.4 | 14.0 | 20.4 | 41.4 | 61.8 | | Disposals | - | (1.8) | (14.5) | (16.3) | (26.4) | (42.7) | | Transfers | - | 2.4 | (5.2) | (2.8) | - | (2.8) | | Reclassification | (2.6) | 2.6 | (2.7) | (2.7) | - | (2.7) | | Foreign currency adjustment | - | (0.5) | (1.6) | (2.1) | (2.1) | (4.2) | | At 31 December 2023 | 48.1 | 34.9 | 87.8 | 170.8 | 115.7 | 286.5 | | Provided during the year | 2.0 | 4.8 | 14.7 | 21.5 | 41.0 | 62.5 | | Disposals | - | (1.7) | (9.6) | (11.3) | (29.0) | (40.3) | | Transfers | - | (0.2) | 0.2 | - | - | - | | Foreign currency adjustment | (0.2) | (1.4) | (2.4) | (4.0) | (3.5) | (7.5) | | At 31 December 2024 | 49.9 | 36.4 | 90.7 | 177.0 | 124.2 | 301.2 | | Net book value | | | | | | | | At 31 December 2024 | 33.1 | 17.7 | 39.9 | 90.7 | 119.0 | 209.7 | | At 31 December 2023 | 35.0 | 20.5 | 40.6 | 96.1 | 104.5 | 200.6 | | At 1 January 2023 | 37.4 | 20.7 | 36.0 | 94.1 | 119.4 | 213.5 | The Group leases various properties, equipment and cars. Rental contracts are typically made for fixed periods of two to 10 years, but might have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets cannot be used as security for borrowing purposes. Depreciation for property, plant and equipment is recorded within cost of sales or administrative expenses on the Consolidated Income Statement. The expense is recorded within cost of sales if the underlying assets directly contribute to the revenue-generating activities of the Group. As at 31 December 2024, the net book value of recognised right-of-use assets relating to land and buildings was $£ 88.5 \mathrm{~m}$ (2023: $£ 75.7 \mathrm{~m}$ ) and plant and equipment $£ 30.5 \mathrm{~m}$ (2023: $£ 28.8 \mathrm{~m}$ ). The depreciation charge for the year relating to those assets was $£ 24.1 \mathrm{~m}$ (2023: $£ 24.2 \mathrm{~m}$ ) and $£ 16.9 \mathrm{~m}$ (2023: $£ 17.2 \mathrm{~m}$ ), respectively. Expense relating to short-term and low-value leases that are not included above was $£ 1.4 \mathrm{~m}$ (2023: $£ 1.0 \mathrm{~m}$ ). This is recorded within cost of sales or administrative expenses on the Consolidated Income Statement, depending on the usage of the lease assets within the respective business function. --- # 16 Intangible assets | | Goodwill Em | Software Em | Acquired intangible assets | | | | --- | --- | --- | --- | --- | --- | | | | | Customer relationships Em | Others (restated) Em | Total Em | | Cost | | | | | | | At 1 January 2023 (reported) | 189.6 | 119.5 | 167.1 | 24.6 | 500.8 | | Derecognition (note 16.1) | - | - | - | (24.6) | (24.6) | | At 1 January 2023 (restated) | 189.6 | 119.5 | 167.1 | - | 476.2 | | Relating to acquisition of subsidiaries | 1.9 | - | - | - | 1.9 | | Additions | - | 13.2 | - | - | 13.2 | | Disposals | - | (8.0) | - | - | (8.0) | | Transfers | - | 0.5 | - | - | 0.5 | | Reclassification | - | (4.3) | - | - | (4.3) | | Foreign currency adjustment | (6.4) | (0.5) | (8.7) | - | (15.6) | | At 31 December 2023 | 185.1 | 120.4 | 158.4 | - | 463.9 | | Additions | - | 12.5 | - | - | 12.5 | | Disposals | - | (23.3) | - | - | (23.3) | | Foreign currency adjustment | (0.7) | 0.2 | 2.3 | - | 1.8 | | At 31 December 2024 | 184.4 | 109.8 | 160.7 | - | 454.9 | --- # 16 Intangible assets continued | | Goodwill £m | Software £m | Acquired intangible assets | | | | --- | --- | --- | --- | --- | --- | | | | | Customer relationships | Others [restated] | Total | | Accumulated amortisation and impairment | | | | | | | At 1 January 2023 [reported] | 10.7 | 93.5 | 29.9 | 24.6 | 158.7 | | Derecognition [note 16.1] | - | - | - | (24.6) | (24.6) | | At 1 January 2023 [restated] | 10.7 | 93.5 | 29.9 | - | 134.1 | | Provided during the year | - | 8.1 | 10.8 | - | 18.9 | | Disposals | - | (8.0) | - | - | (8.0) | | Transfers | - | 0.3 | - | - | 0.3 | | Reclassification | - | (1.4) | - | - | (1.4) | | Foreign currency adjustment | (0.2) | (0.3) | (1.9) | - | (2.4) | | At 31 December 2023 | 10.5 | 92.2 | 38.8 | - | 141.5 | | Provided during the year | - | 8.2 | 10.6 | - | 18.8 | | Disposals | - | (23.4) | - | - | (23.4) | | Foreign currency adjustment | (0.6) | 0.1 | 1.0 | - | 0.5 | | At 31 December 2024 | 9.9 | 77.1 | 50.4 | - | 137.4 | | Net book value | | | | | | | At 31 December 2024 | 174.5 | 32.7 | 110.3 | - | 317.5 | | At 31 December 2023 | 174.6 | 28.2 | 119.6 | - | 322.4 | | At 1 January 2023 | 178.9 | 26 | 137.2 | - | 342.1 | Customer relationships relate to past acquisitions in North America, and their amortisation is included within administrative expenses and will continue for the next nine-13 years. Amortisation of software is allocated to either cost of sales or administrative expenses, depending on its usage within the respective business function. ### 16.1 Restatement of opening cost and accumulated amortisation - Others Other acquired intangible assets above represent order backlog and tools and technology, which were acquired as part of business combinations. These assets are amortised on a straight-line basis over their expected useful lives [note 2.9.3]. Other acquired intangible assets, with a cost of $£ 24.6 \mathrm{~m}$, were fully amortised prior to 1 January 2023 and subsequently no future economic benefits are expected. Therefore, these acquired intangible assets should be derecognised. Management has concluded that the derecognition relates to prior years and has reflected this by reducing the cost and amortisation to nil at 1 January 2023. The opening and closing net book amount, before the adjustment, was nil for all periods presented. There is no impact on the Consolidated Income Statement and amounts reported within the Consolidated Balance Sheet line items or on the Consolidated Balance Sheet itself, for any of the periods presented. --- 17 Impairment testing of goodwill, other intangible assets and other non-current assets Goodwill acquired through business combinations has been allocated to the following CGUs: - UK - Western Europe - Germany - US - Canada - Emerge ## Movements in goodwill | | UK Em | Western Europe* Em | Germany Em | US** Em | Canada Em | Emerge Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | --- | | 1 January 2023 | 36.4 | 11.7 | 16.8 | 106.3 | 5.6 | 2.1 | 178.9 | | Relating to acquisition of subsidiaries | 1.9 | - | - | - | - | - | 1.9 | | Foreign currency adjustment | - | 0.3 | $(0.3)$ | $(5.7)$ | $(0.4)$ | $(0.1)$ | $(6.2)$ | | 31 December 2023 | 38.3 | 12.0 | 16.5 | 100.6 | 5.2 | 2.0 | 174.6 | | Foreign currency adjustment | - | $(0.7)$ | $(0.7)$ | 1.3 | 0.1 | $(0.1)$ | $(0.1)$ | | 31 December 2024 | 38.3 | 11.3 | 15.8 | 101.9 | 5.3 | 1.9 | 174.5 | | Market growth rate | $2.2 \%$ | $1.7 \%$ | $2.0 \%$ | $1.9 \%$ | $1.8 \%$ | $2.2 \%$ | | | Discount rate (pre tax) | $10.8 \%$ | $15.0 \%$ | $12.6 \%$ | $13.6 \%$ | $13.0 \%$ | $9.7 \%$ | | | Discount rate (post tax) | $10.1 \%$ | $10.1 \%$ | $8.5 \%$ | $9.8 \%$ | $10.0 \%$ | $7.9 \%$ | | - The Netherlands, Belgian and Swiss CGUs have now been aggregated with the French CGU to create a single group of CGUs. ** BITS has now merged with CC US Inc, effective 30 September 2024. As a result, the CGUs for the purposes of assessing goodwill have been combined, resulting in a single US CGU. --- ## 17 Impairment testing of goodwill, other intangible assets and other non-current assets continued ## Key assumptions used in value-in-use calculations The recoverable amounts of all CGUs have been determined based on a value-in-use calculation. To calculate this, cash flow projections are based on financial budgets approved by Management covering a three-year period and on long-term market growth rates of between $1.7 \%$ and $2.2 \%$ (2023: between $1.6 \%$ and $2.0 \%$ ) thereafter. Key assumptions used in the value-in-use calculation for all CGUs for 31 December 2024 and 31 December 2023 were: - budgeted revenue, which is based on long-run market growth forecasts and taking into account forecast inflation; - budgeted gross margins, which are based on average gross margins achieved in the year immediately before the budgeted year, adjusted for expected long-run market pricing trends and taking into account forecast inflation; and - the discount rate applied to cash flow projections ranges from $7.9 \%$ to $10.1 \%$ (2023: $9.5 \%$ to $14.1 \%$ ) which represents the Group's post-tax measure estimating the weighted-average cost of capital, based on the rate of government bonds in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect the increased risk of investing in equities generally. The cash flows are also calculated on a post-tax basis to ensure like-for-like modelling with the post-tax discount rate. Each CGU generates value substantially in excess of the carrying value of goodwill attributed to it. Management therefore believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount. Foreseeable costs for achieving planned reductions in Scope 1 and 2 greenhouse gas emissions have been included as assumptions within the forecast models used to assess impairment. These include the cost of transition to green energy and the purchase of carbon offset credits within our baseline financial forecasts. The costs of longer-term planned reductions in Scope 3 emissions have also been considered when making these assessments, although specific costs are not usually as available for direct input into the forecast models. Reductions in Scope 3 emissions will be achievable primarily through the greenhouse gas reduction programmes of our key vendors, where the vast majority of the emissions in the value-chain occur. ## Other acquired intangible assets Other acquired intangible assets consist of customer relationships, order backlog and tools and technology. The expected useful lives are disclosed in note 2. ## Other non-current assets When there is an indication of impairment within a CGU, the carrying values of the non-current assets are compared to their recoverable amount, which is the higher of the assets' fair value less costs of disposal or the value-in-use of the CGU, calculated as described above. ## 18 Investments ## a) Investment in associate The following table illustrates summarised information of the investment in associates: | | 2024 Em | 2023 Em | | --- | --- | --- | | Cost | | | | At 1 January and 31 December | 0.1 | 0.1 | | Impairment | | | | At 1 January and 31 December | - | - | | Carrying value | 0.1 | 0.1 | ## Gonicus GmbH The Group has a 20\% (2023: 20\%) interest in Gonicus GmbH, whose principal activity is the provision of opensource software. Gonicus is a private entity, incorporated in Germany, that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment. The reporting date of Gonicus is 31 December. --- # 18 Investments continued ## b) Investment in subsidiaries The Group's subsidiary undertakings are as follows: | Name | Country of incorporation | Nature of business | Proportion of voting rights and shares held | | | --- | --- | --- | --- | --- | | | | | 2024 | 2023 | | Computacenter Pty Ltd. | Australia ${ }^{1}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Services Australia Pty Ltd. | Australia ${ }^{2}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter NV/SA | Belgium ${ }^{3}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | Computacenter Brasil Importacao, Comercio e Servicos Ltda | Brazil ${ }^{5}$ | IT infrastructure service | $100 \%$ | $100 \%$ | | Computacenter Canada Inc. | Canada ${ }^{6}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Pivot Hong Kong Limited | China ${ }^{8}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Services Hong Kong Limited | China ${ }^{7}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter (UK) Limited | England ${ }^{9}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | R.D. Trading Limited | England ${ }^{9}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter France SAS | France ${ }^{10}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter AG \& Co oHG | Germany ${ }^{11}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | Computacenter Aktiengesellschaft | Germany ${ }^{12}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Management GmbH | Germany ${ }^{12}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Managed Services GmbH | Germany ${ }^{12}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Germany AG \& Co oHG | Germany ${ }^{13}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | Computacenter Holding GmbH | Germany ${ }^{13}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Alfatron GmbH Elektronik - Vertrieb | Germany ${ }^{13}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | C'NARIO Informationsprodukte Vertriebs-GmbH | Germany ${ }^{13}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | E'ZWO Computer vertriebs | Germany ${ }^{13}$ | IT infrastructure services | $99.09 \%{ }^{4}$ | $99.09 \%{ }^{4}$ | | ITL logistics GmbH | Germany ${ }^{14}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Ireland Limited | Ireland ${ }^{15}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Name | Country of incorporation | Nature of business | Proportion of voting rights and shares held | | | --- | --- | --- | --- | --- | | | | | 2024 | 2023 | | Computacenter Services Ireland Limited | Ireland ${ }^{15}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Japan K.K. | Japan ${ }^{16}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter B.V. | Netherlands ${ }^{17}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Philippines Inc. | Philippines ${ }^{18}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Services Singapore Pte. Ltd. | Singapore ${ }^{19}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter Singapore Pte. Ltd. | Singapore ${ }^{20}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter (Pty) Limited | South Africa ${ }^{21}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter AG | Switzerland ${ }^{22}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | Computacenter TS GmbH | Switzerland ${ }^{23}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | Computacenter United States Inc. | USA ${ }^{24}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | FusionStorm Acquisition Corp. | USA ${ }^{24}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | FusionStorm International Inc. | USA ${ }^{24}$ | IT infrastructure services | $100 \%{ }^{4}$ | $100 \%{ }^{4}$ | | Computacenter Holdings Inc. | USA ${ }^{24}$ | IT infrastructure services | $100 \%$ | $100 \%$ | | ProSys Information System Inc. (WBE) | USA ${ }^{25}$ | IT infrastructure services | $46.4 \%{ }^{4}$ | $46.4 \%{ }^{4}$ | | Digica Group Finance Limited | England ${ }^{8}$ | Investment property | $100 \%$ | $100 \%$ | | Computacenter Immobilien GmbH | Germany ${ }^{11}$ | Investment property | $100 \%$ | $100 \%$ | | Computacenter Information Technology (Shanghai) Company Limited | China ${ }^{26}$ | International call centre services | $100 \%$ | $100 \%$ | | Computacenter Services Kft | Hungary ${ }^{27}$ | International call centre services | $100 \%$ | $100 \%$ | | Computacenter India Private Limited | India ${ }^{28}$ | International call centre services | $100 \%$ | $100 \%$ | | Computacenter Services (Malaysia) Sdn. Bhd | Malaysia ${ }^{29}$ | International call centre services | $100 \%$ | $100 \%$ | | Computacenter México S. A. de C.V. | Mexico ${ }^{30}$ | International call centre services | $100 \%$ | $100 \%$ | --- #### **18 Investments** continued | Name | Country of incorporation | Nature of business | Proportion of voting rights and shares held | 2024 | 2023 | | --- | --- | --- | --- | --- | --- | | Pivot of the Americas, S.A. de C.V. | Mexico | International call centre services | 100% | 100% | | | Computacenter Poland sp. Z.o.o. | Poland | International call centre services | 100% | 100% | | | Computacenter Services S.R.L. | Romania | International call centre services | 87.47% | 87.47% | | | Computacenter Services (Iberia) SLU | Spain | International call centre services | 100% | 100% | | | Computacenter Quest Trustees Limited | England | Employee share scheme trustees | 100% | 100% | | | Computacenter Trustees Limited | England | Employee share scheme trustees | 100% | 100% | | | Allnet Limited | England | Dormant company | 100% | 100% | | | Amazon Computers Limited | England | Dormant company | 100% | 100% | | | Amazon Energy Limited | England | Dormant company | 100% | 100% | | | Amazon Systems Limited | England | Dormant company | 100% | 100% | | | CAD Systems Limited | England | Dormant company | 100% | 100% | | | Compufix Limited | England | Dormant company | 100% | 100% | | | Computacenter (FMS) Limited | England | Dormant company | 100% | 100% | | | Computacenter (Management Services) Limited | England | Dormant company | 100% | 100% | | | Computacenter (Mid-Market) Limited | England | Dormant company | 100% | 100% | | | Computacenter Distribution Limited | England | Dormant company | 100% | 100% | | | Computacenter Leasing Limited | England | Dormant company | 100% | 100% | | | Computacenter Maintenance Limited | England | Dormant company | 100% | 100% | | | Computacenter Overseas Holdings Limited | England | Dormant company | 100% | 100% | | | Computacenter Services Limited | England | Dormant company | 100% | 100% | | | Computacenter Software Limited | England | Dormant company | 100% | 100% | | | Computacenter Solutions Limited | England | Dormant company | 100% | 100% | | | Name | Country of incorporation | Nature of business | Proportion of voting rights and shares held | 2024 | 2023 | | --- | --- | --- | --- | --- | --- | | Computacenter Training Limited | England | Dormant company | 100% | 100% | | | Computadata Limited | England | Dormant company | 100% | 100% | | | Computer Services Group Limited | England | Dormant company | 100% | 100% | | | Digica Group Limited | England | Dormant company | 100% | 100% | | | Digica Group Holdings Limited | England | Dormant company | 100% | 100% | | | Digica Limited | England | Dormant company | 100% | 100% | | | Digica SMP Limited | England | Dormant company | 100% | 100% | | | Digica (FMS) Limited | England | Dormant company | 100% | 100% | | | ICG Services Limited | England | Dormant company | 100% | 100% | | | Kit Online Limited | England | Dormant company | 100% | 100% | | | M Services Limited | England | Dormant company | 100% | 100% | | | Merchant Business Systems Limited | England | Dormant company | 100% | 100% | | | Merchant Systems Limited | England | Dormant company | 100% | 100% | | | Logival (SARL) | France | Dormant company | 100% | 100% | | | Damax GmbH | Switzerland | Dormant company | 100% | 100% | | | Computacenter (US) Defense Inc. | USA | Dormant company | 100% | 100% | | --- ## 18 Investments continued Computacenter plc is the ultimate Parent entity of the Group i. Includes indirect holdings of 100\% via Computacenter (UK) Limited ii. Includes indirect holdings of $87.47 \%$ via Computacenter (UK) Limited iii. Includes indirect holdings of $1 \%$ via Computacenter (UK) Limited iv. Includes indirect holdings of 100\% via Computacenter Holding GmbH, excludes E'ZWD Computervertriebs which is 98.09\% v. Includes indirect holdings of 100\% via Computacenter France SAS vi. Includes indirect holdings of 100\% via Computacenter AG vii. Includes indirect holdings of 100\% via Computacenter Holdings Inc viii. Includes indirect holdings of 100\% via Computacenter (US) Inc ix. Includes indirect holdings of $48.4 \%$ via Computacenter (US) Inc x. Includes indirect holdings of $48.4 \%$ via Pivot Technology Services Corp. xi. Includes indirect holdings of $99 \%$ via Computacenter (UK) Limited 1. Tower 2, Darling Park, 201 Sussex Street, Sydney, New South Wales 2000, Australia 2. Level 20, Suite 2003, 109 Pitt Street, Sydney NSW 2000, Australia 3. Ikaroslaan 31, B-1930 Zaventem 4. Rua Cel.Jose Eusebio, nP 85, Cori, 13 CEP 01239-030, Higienópolis, São Paulo, Brazil 5. 1130 Morrison Drive, Suite 105, Ottawa, ON K2H 9N6 Canada 6. 3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong 7. Rooms 1001-03, 10/1 Wing on Kowloon Centre, 345 Nathan Road, Kowloon, Hong Kong 8. Hatfield Avenue, Hatfield, Hertfordshire AL10 9TW 9. Tekhnicon, Springwood, Brointree, Essex O97 2YN 10. 229 rue de la Belle Etoile, 21 Paris Nord K, BP 52387, 95943 Roissy CDG Cedex 11. Computacenter Park 1, 00170 Kerpen, Germany 12. Kottenbus 2, 50887 Koln 13. Werner-Eckert-Str. 18 - 18, 81829 Munchen 14. Trias Sewerbepark, Lekstrasse 25 b, Schwalig D-85445 15. Galway IBA Business Park, Dangon, Galway H91 P2DK 16. Cross Office Mto 601, S-29-20, Shiba, Minato-ku, Tokyo, 108-0014, Japan 17. Gondar 1, 1186 N.JAmstelveen, Netherlands 18. 35/F \& 36/Menthouse Units 1, 2, and 4, Eco Tower Building, N.A., 32nd Street Cor. 9th Avenue, N.A., Fort Bonifacio, N.A., 1630, Taguig City, Fourth District, Philippines 19. 51 Changi Business Park, Central 2, 404-05 The Signature, Singapore 486066 20. 4 Battery Road, K25-01 Bank of China Building, Singapore 049908 21. Klein D'Aria Estate, 97 Jip de Jager Drive, Belville, 7535, Cape Town 22. Riedstrasse 14, CH-8953 Dietikon 23. Luzernerstrasse 52c, CH 6025 Neudorf 24. 1 University Ave, Suite 102, Westwood, MA02090 25. 6025 The Corners Parkway, Suite 100, Norcross, GA 30092 26. Room 3166, 31st Floor, No. 88 Century Avenue, Free Trade Zone, Pudong New District Shanghai, China 27. Haller Gardens, Building D, 1st Floor, Sorokseri ut 30 - 34, Budapest 1095 28. Bren Antimus, K6/8-1, Dr. M.H. Marijowda Road, Hosur Road, Adugodi, Bengaluru, 560029 Karnataka 29. 12th Floor, Menara Symphony No. 5, Jidon Prof. Khoo Kay Kim, Sekayen 13 46200 Petaling Jaya Selangor 30. Av. Paseo de la Reforma, No. 412 floor 5, Col. Juarez, Delegacion Cuauhtemoc, CP06600, Mexico City 31. Presa de la Angostura 23 PB, Colonia Irrigacion 11500, Distrito Federal, Mexico City 32. UL Glogowaka 31/33, 60 - 702, Poznan, Poland 33. "Stables Office", 20A Onisifor Ghibu, Record Park, Cluj-Napoca, CJ 400185 Romania 34. Carrer de Sancho De Avila 52 - 58, 08018, Barcelona ## c) Acquisitions in previous periods ## R.D. Trading Limited (RDC) On 10 August 2019, the Group acquired 90.0\% of the voting shares of RDC for a consideration of 90p and on 26 October 2021, the Group acquired a further $5.0 \%$ of the voting shares for a cash consideration of $£ 1.4 \mathrm{~m}$ from the seller of RDC. On 7 June 2023, the remaining $5.0 \%$ of the voting shares were acquired for a cash consideration of $£ 1.9 \mathrm{~m}$. RDC is based in the UK and is an IT assets disposal business. ## Business IT Source Holdings, Inc. On 1 July 2022, the Group acquired 100\% of the voting shares of Business IT Source Holdings, Inc. (BITS) for a cash consideration of $\$ 32.0 \mathrm{~m}$. ## Contingent consideration At acquisition, a contingent consideration was agreed, which required the Group to pay former owners of BITS two earn-out payments based on BITS's 2022 EBITDA and 2023 EBITDA and indebtedness. In accordance with the share purchase agreement, the Group made its first earn-out payment amounting to $£ 17.4 \mathrm{~m}$ ( $\$ 21.2 \mathrm{~m}$ ) in 2023. On 30 June 2023, a renegotiated agreement was signed with the former owners, following which the second earn-out was based on BITS's 2023 EBITDA, H1 2024 EBITDA, and indebtedness over these periods. Accordingly, during the year, the Group made payments against the second earn-out amounting to $£ 18.7 \mathrm{~m}$ ( $\$ 23.8 \mathrm{~m}$ ). Compared to previous forecasts, BITS's H1 2024 EBITDA and indebtedness resulted in a release of accrual during the year of $£ 2.2 \mathrm{~m}$, which has been recognised as an exceptional item (note 8). The Group has now transferred the full contingent consideration to former owners in relation to the BITS acquisition. Movements in the carrying value during the year are disclosed in note 27. --- ## 18 Investments continued ## d) ProSys Information Systems, Inc (ProSys) ProSys is a 46.4\%-owned affiliate of a US subsidiary, whose principal office is located in Norcross, Georgia, United States. Despite not owning a majority of the voting rights, Computacenter controls this entity through the subsidiary for accounting purposes, based on the following facts and circumstances: - the subsidiary has the right to either acquire, at any time, the remaining shares of ProSys it does not already own or to designate a different owner to purchase the shares provided such transfer(s) are in compliance with applicable Women in Business Enterprise requirements; - the subsidiary is represented on the ProSys board of directors and any significant decisions made at ProSys require the approval of the US subsidiary's board of directors and/or shareholders, including changes to its board of directors, payment of dividends, mergers or acquisitions, material changes to compensation, incurring debt in excess of $\$ 0.1 \mathrm{~m}$, causing any material change in the business and/or assigning or termination of any material agreement; and - the subsidiary receives the majority of the benefits from the activities of ProSys. The following table illustrates summarised information of ProSys: | | 2024 $\mathbf{\$ m}$ | 2023 $\mathbf{\$ m}$ | | --- | --- | --- | | Current assets | $\mathbf{2 1 8 . 5}$ | 149.7 | | Non-current assets | $\mathbf{2 0 . 3}$ | 30.7 | | Current liabilities | $\mathbf{2 1 7 . 5}$ | 156.1 | | Non-current liabilities | $\mathbf{( 0 . 3 )}$ | 5.7 | | Revenue | $\mathbf{8 6 4 . 5}$ | 807.8 | | Total comprehensive income | $\mathbf{2 . 5}$ | 3.8 | | \% interest held | $\mathbf{4 6 . 4 \%}$ | $46.4 \%$ | ## 19 Inventories | | 2024 $\mathbf{\$ m}$ | 2023 $\mathbf{\$ m}$ | | --- | --- | --- | | Inventories for re-sale, gross | $\mathbf{3 2 5 . 5}$ | 236.8 | | Provisions | $\mathbf{( 1 8 . 3 )}$ | $(20.8)$ | | | $\mathbf{3 0 7 . 2}$ | 216.0 | During the year, inventories recognised as an expense as part of cost of sales amounted to $£ 4,592.9 \mathrm{~m}$ (2023: $£ 4,578.6 \mathrm{~m}$ ). --- ## 20 Trade and other receivables | | 2024 Em | 2023 Em | | --- | --- | --- | | Trade receivables, gross | 1,628.2 | 1,480.1 | | Allowance for expected credit losses | $(8.0)$ | $(8.3)$ | | Trade receivables | 1,620.2 | 1,471.8 | | Net investment in finance leases (note 25) | 9.9 | 5.8 | | Tax receivables (VAT, GST, franchise taxes, and sales and use taxes) | 1.0 | 2.3 | | Other receivables | 25.7 | 18.2 | | | 1,656.8 | 1,498.1 | Trade receivables are non-interest bearing and are generally on 30-to 60-day credit terms. Note 27 sets out the Group's strategy towards credit risk. Other receivables generally arise from transactions outside the usual operating activities of the Group. Following a customer's request, the Group will, from time-to-time, sell receivables on a non-recourse basis to a finance institution, with the cost borne by the customer. As at 31 December 2024 trade receivables with a gross value of $£ 44.6 \mathrm{~m}$ (2023: $£ 33.8 \mathrm{~m}$ ) were derecognised from the Balance Sheet after receipt of cash from the finance institution. Had the sale not occurred, this balance would otherwise have been presented within trade receivables under our normal payment terms. Additionally, through a limited invoice financing programme (factoring), the Group sells trade receivables on a non-recourse basis to manage its working capital during the year. Receivables derecognised that would otherwise have been presented in trade receivables as at 31 December 2024, if the factoring activity had not occurred, were $£ 2.5 \mathrm{~m}$ (2023: nil). Trade receivables sold, including factoring, are derecognised as per the Group's policy disclosed in note 2.11.1. The movements in the allowance for expected credit losses were as follows: | | 2024 Em | 2023 Em | | --- | --- | --- | | At 1 January | 8.3 | 6.7 | | Charge for the year | 8.4 | 9.3 | | Utilised | $(0.2)$ | $(0.4)$ | | Unused amounts reversed | $(8.3)$ | $(7.2)$ | | Foreign currency adjustment | $(0.2)$ | $(0.1)$ | | At 31 December | 8.0 | 8.3 | The following table provides information about the expected credit losses allowance determined by applying the simplified Expected Credit Loss (ECL) model under IFRS 9: | | | | | | | Past due but not impaired | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Total Em | Neither past due nor impaired Em | $<30$ days Em | 30-60 days Em | 60-90 days Em | 90-120 days Em | $>120$ days Em | | 2024 | | | | | | | | | Expected loss rate | 0.5\% | 0.3\% | 0.5\% | 0.7\% | 2.0\% | 4.3\% | 14.4\% | | Trade receivables, gross | 1,628.2 | 1,384.0 | 163.9 | 46.1 | 15.3 | 9.2 | 9.7 | | Allowance for expected credit losses | 8.0 | 4.8 | 0.8 | 0.3 | 0.3 | 0.4 | 1.4 | | 2023 | | | | | | | | | Expected loss rate | 0.6\% | 0.2\% | 0.4\% | 0.7\% | 3.2\% | 3.2\% | 10.1\% | | Trade receivables, gross | 1,480.1 | 1,099.2 | 256.3 | 59.3 | 22.2 | 12.5 | 30.6 | | Allowance for expected credit losses | 8.3 | 2.7 | 1.0 | 0.4 | 0.7 | 0.4 | 3.1 | Year-on-year fluctuations in the ECL model percentages are due to changes to the mix of customers and their associated credit history, coupled with the impact of specific transactions which may or may not attract greater risk weighting in the ECL calculations. --- ## 21 Cash and cash equivalents | | 2024 Em | 2023 Em | | --- | --- | --- | | Cash and short-term deposits | 489.6 | 471.2 | | Bank overdraft | - | - | | Cash and cash equivalents in the Consolidated Cash Flow Statement | 489.6 | 471.2 | Cash and short-term deposits earn interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Expected credit loss on cash and cash equivalents is negligible and therefore no provision is held. ## 22 Trade and other payables | | 2024 Em | 2023 (restated)* Em | | --- | --- | --- | | Trade payables* | 1,643.3 | 1,226.1 | | Accruals* | 216.9 | 237.7 | | Social security and other taxes | 141.1 | 137.1 | | Other payables | 53.0 | 53.4 | | Contingent consideration (note 27) | - | 20.2 | | | 2,054.3 | 1,674.5 | - Trade payables of $£ 39.6 \mathrm{~m}$ were previously included within 'Accruals' due to misaligned aggregation of certain balances between entities. This has been rectified by reclassifying these balances to 'Trade Payables' to better reflect their nature and for consistent presentation. Trade payables are non-interest bearing and are normally settled on net monthly terms. The Group regularly participates in industry standard vendor rebate plans, primarily relating to volume discounts on purchases, often paid retrospectively. Rebates are factored into the calculation of the purchase cost of inventory valuations. Owing to the nature of these rebate plans, the calculation of rebates is not subject to significant estimation uncertainty, nor is their recognition a matter of significant judgement. ## Supply chain arrangements The Group has a strong covenant and enjoys a favourable credit rating from technology vendors and other suppliers. Some suppliers provide standard credit directly on their own credit risk, whereas other suppliers elect to sell the debt to banks, which offer to purchase the receivables and manage collection. The standard credit terms offered by suppliers are typically between 30 and 60 days, whether provided directly or when sold to a third party. In the latter case, the cost of the free-trade credit period is paid by the relevant supplier, as part of the overall package of terms provided by suppliers to Computacenter and our competitors. Where suppliers have sold their debts due from the Group, these industry-standard supply chain arrangements (SCAs) form part of doing business as a customer of those suppliers. Usually, the Group is an accredited reseller through the suppliers' customer programme and as such required to trade through the SCAs. The vendor accreditation comes with other commercial benefits, but the payment arrangement is not something the Group could or would contract out of. It is a standard arrangement across all customers of such vendors or suppliers that have reached a similar tier of their accreditation programme. We have not explicitly sought out the SCAs nor require them to do business, however, these are a part of transacting with the supplier. The Group exercises judgement on how to account for and present SCAs, based on the specific terms and conditions of each arrangement, and has determined that the Group's participation mainly comprises receipt of notifications and facilitation of payments, with no material benefit accruing to the Group in terms of payment to the suppliers and overall working capital management. Therefore, the Group has assessed that as the SCAs do not have a material effect on the Group's payment terms and liquidity risk, enhanced disclosures under IFRS 7 are not required. --- ## 23 a) Borrowings | | 2024 Em | 2023 Em | | --- | --- | --- | | Current | | | | Bank loans | 2.0 | 2.1 | | Other loans | 2.1 | 2.7 | | | 4.1 | 4.8 | | Non-current | | | | Bank loans | 3.3 | 5.6 | | Other loans | - | 1.8 | | | 3.3 | 7.4 | | | 7.4 | 12.2 | There are no material differences between the fair value of borrowings and their book value. For movement in bank and other loans, refer to note 31. ## Bank loans The Group has a specific term bank loan for the build and purchase of our German office headquarters and fit out of the Integration Center in Kerpen, which stood at $£ 5.3 \mathrm{~m}$ at 31 December 2024 [31 December 2023: £7.7m]. A total loan of $€ 22.0 \mathrm{~m}$ was drawn at various stages between December 2017 and July 2018: - $€ 8.9 \mathrm{~m}$ drawn in December 2017 carries a fixed interest rate of $1.95 \%$ per annum. The balance on this loan as at 31 December 2024 was $€ 2.7 \mathrm{~m}$. Repayments commenced in H1 2018 and will continue until December 2027. - $€ 13.1 \mathrm{~m}$ taken out between April and October 2018, carries a fixed interest rate of $0.75 \%$ per annum. The balance on this loan as at 31 December 2024 was $€ 3.7 \mathrm{~m}$. Repayments commenced in H2 2018 and will continue until June 2027. ## Other loans Prior to acquisition by the Group, Pivot Technology Services Corp. (PTSC) entered into a five-year contract with a customer to provide an infrastructure-as-a-service arrangement starting in October 2020. At the same time, PTSC entered into a separate payment agreement for $\$ 17.3 \mathrm{~m}$ to fund the majority of the components required by the customer. This payment agreement is with the vendor supplying the hardware components of the arrangement, with repayment terms aligned with those in the contract with the customer. The payment agreement with the vendor is an unsecured payable incurring nil interest charges. In April 2024, following the merger of PTSC with Computacenter United States, Inc., this loan was transferred to the merged company. The balance at the end of the year was $£ 2.1 \mathrm{~m}$ [ $\$ 2.6 \mathrm{~m}$ ]. ## Credit facility On 9 December 2022, the Group entered into an unsecured multi-currency revolving loan committed facility of $£ 200.0 \mathrm{~m}$. The facility had a term of five years plus two one-year extension options exercisable on the first and second anniversary of the facility and was due to expire on 8 December 2027. The Group has exercised the two extension options on the first and second anniversary, extending the term to seven years with a revised expiry of 8 December 2029. The balance outstanding against this facility as at 31 December 2024 was nil (2023: nil). Computacenter India Private Limited has an uncommitted loan facility with HSBC India for local cash liquidity, to facilitate the continued growth of our operations in the country. The facility includes an overdraft facility of $£ 1.0 \mathrm{~m}$ and a working capital loan of $£ 3.0 \mathrm{~m}$, with a maximum tenor of 90 days. This facility was not drawn as at 31 December 2024. After the reporting period, the facility was increased to $£ 6.5 \mathrm{~m}$. ## 23 b) Lease liabilities | | 2024 Em | 2023 Em | | --- | --- | --- | | At 1 January | 115.4 | 127.1 | | Additions during the year | 61.5 | 33.8 | | Gross payment of lease liabilities | $(47.4)$ | $(46.1)$ | | Interest relating to lease liabilities | 5.8 | 4.7 | | Early terminations during the year | $(2.4)$ | $(0.4)$ | | Exchange adjustment | $(3.4)$ | $(3.7)$ | | At 31 December | 129.5 | 115.4 | | Current | 36.3 | 37.3 | | Non-current | 93.2 | 78.1 | | | 129.5 | 115.4 | --- ## 24 Derivative financial instruments | | 2024 Em | 2023 Em | | --- | --- | --- | | Financial instruments at fair value through profit and loss | | | | Foreign exchange forward contracts | 5.2 | $(3.6)$ | | | 5.2 | $(3.6)$ | | Financial instruments at fair value through other comprehensive income | | | | Cash flow hedges | | | | Foreign exchange forward contracts | $(0.4)$ | $(0.2)$ | | | 4.8 | $(3.8)$ | | Current assets | 8.2 | 2.5 | | Current liabilities | $(3.4)$ | $(6.3)$ | | | 4.8 | $(3.8)$ | ## Financial assets and liabilities at fair value through profit or loss ## Forward contracts The Group enters into foreign exchange forward contracts with the intention to reduce the foreign exchange risk of expected sales and purchases. When these contracts are not designated in hedge relationships, they are measured at fair value through profit and loss within administrative expenses. The contract balances vary with the level of expected foreign currency costs and changes in the foreign exchange forward rates. ## Financial assets and liabilities at fair value through other comprehensive income ## Cash flow hedges ## Forward contracts These amounts reflect the change in the fair value of foreign exchange forward contracts designated as cash flow hedges, which are used to hedge intra-Group services or customer/supplier contracts where the underlying cost is denominated in a foreign currency. The amounts at the end of the reporting period are based on highly probable forecast transactions in euros, US dollars, Hungarian forint, Indian rupees, Mexican peso, Polish zloty, South African rand and Singaporean dollars. ## Effectiveness of hedging The terms of the foreign currency forward contracts have been negotiated for the expected highly probable forecast transactions to which hedge accounting has been applied. No significant element of hedge ineffectiveness required recognition in the Consolidated Income Statement. The cash flow hedges of the forecasted costs were assessed to be highly effective and a net unrealised loss of $£ 0.4 \mathrm{~m}$ (2023: $£ 0.2 \mathrm{~m}$ ) with a deferred tax asset of $£ 0.1 \mathrm{~m}$ (2023: $£ 0.2 \mathrm{~m}$ ) relating to the hedging instruments is included in the Consolidated Statement of Comprehensive Income. The amounts retained in the Consolidated Statement of Comprehensive Income of $£ 0.4 \mathrm{~m}$ (2023: $£ 0.2 \mathrm{~m}$ ) are expected to mature and affect the Consolidated Income Statement between 2025 and 2028. --- # 24 Derivative financial instruments continued 31 December 2024 ## Forward currency contracts At 31 December 2024 the Group held foreign exchange contracts as hedges of an intra-Group loan and future expected payments to suppliers. The exchange contracts are being used to reduce the exposure to foreign exchange risk. The terms of these contracts are detailed below: | | Buy currency | Sell currency | Nominal value of contracts (in) | Maturity dates | Contract rates | | --- | --- | --- | --- | --- | --- | | UK | Sterling | Euros | 189.4 | Jan 25 - Apr 25 | 1.204 - 1.209 | | | Sterling | Australian dollars | 0.5 | Jan 25 | 2.019 - 2.023 | | | Sterling | Hong Kong dollars | 1.3 | Feb 25 | 9.714 | | | Sterling | Japanese yen | 2.6 | Jan 25 - Mar 25 | 195.043 - 196.400 | | | Sterling | Polish zloty | 0.3 | May 25 - May 26 | 5.170 - 5.230 | | | Sterling | Swiss francs | 3.5 | Feb 25 - Jun 25 | 1.113 - 1.128 | | | Sterling | South African rand | 3.7 | Jan 25 - Jun 27 | 23.687 - 25.617 | | | Euros | Sterling | 5.9 | Jan 25 | 0.831 - 0.840 | | | US dollars | Sterling | 155.1 | Jan 25 - Jan 28 | 0.764 - 0.830 | | | Hungarian forint | Sterling | 5,037.9 | Feb 25 - Jan 27 | 0.002 | | | Mexican peso | Sterling | 54.9 | Jan 25 - Jan 28 | 0.036 - 0.042 | | | Polish zloty | Sterling | 9.0 | Jan 25 - Nov 26 | 0.191 - 0.197 | | | Singaporean dollars | Sterling | 0.6 | Jan 25 | 0.586 | | | South African rand | Sterling | 245.6 | Jan 25 -Oct 27 | 0.033 - 0.045 | | Germany | Euros | Sterling | 0.2 | Jan 25 | 0.825 | | | Euros | US dollars | 100.0 | Jan 25 -Sep 26 | 1.045 - 1.135 | | | | Singaporean | | | | | | Euros | dollars | 2.1 | Mar 25 | 1.415 | | | Euros | South African rand | 0.4 | Jan 25 -Oct 25 | 19.194 | | | US dollars | Euros | 96.8 | Jan 25 -May 25 | 0.908 - 0.957 | | | Hungarian forint | Euros | 150.0 | Jan 26 | 0.003 | | | Polish zloty | Euros | 13.8 | Jan 25 -Jan 26 | 0.228 - 0.234 | | | Romanian leu | Euros | 3.1 | Jan 25 -Feb 25 | 0.199 | | | Buy currency | Sell currency | Nominal value of contracts (in) | Maturity dates | Contract rates | | --- | --- | --- | --- | --- | --- | | France | Euros | Hungarian forint | 10.0 | Jan 25 -Dec 26 | 396.630 - 434.384 | | | Euros | Mexican peso | 0.6 | Feb 25 -Jan 26 | 21.458 - 22.903 | | | Euros | South African rand | 0.1 | Jan 25 | 19.415 | | | Sterling | Euros | 0.4 | Jan 25 | 1.211 | | | US dollars | Euros | 16.8 | Jan 25 -Mar 25 | 0.912 - 0.964 | | Belgium | Euros | South African rand | 1.3 | Jan 25 -Dec 26 | 20.273 - 24.669 | | | US dollars | Euros | 4.0 | Jan 25 -Feb 25 | 0.962 - 0.946 | | US | US dollars | Mexican peso | 14.1 | Jan 25 -Jan 28 | 19.170 - 22.025 | | | US dollars | South African rand | 3.1 | Jan 25 -May 26 | 17.735 - 22.297 | | India | Indian rupees | Sterling | 4,730.2 | Jan 25 -Jan 28 | 0.009 - 0.010 | | | Indian rupees | Euros | 2,927.8 | Jan 25 -Jan 28 | 0.010 - 0.011 | | | Indian rupees | US dollars | 146.8 | Jan 25 -Jan 27 | 0.011 - 0.012 | --- # 24 Derivative financial instruments continued 31 December 2023 | Buy currency | Sell currency | Nominal value of contracts [m] | Maturity dates | Contract rates | | --- | --- | --- | --- | --- | | UK | Sterling | US dollars | 22.9 | Jan 24 - Mar 24 | | | Sterling | Hungarian forint | 0.7 | Jan 24 - Feb 24 | | | Sterling | Swiss francs | 1.9 | Jun 24 | | | Sterling | Swedish krona | 0.4 | Feb 24 | | | Sterling | South African rand | 5.4 | Jan 24 - Aug 25 | | | Sterling | Japanese yen | 0.6 | Jun 24 | | | Sterling | Hong Kong dollars | 0.8 | Feb 24 - Mar 24 | | | Sterling | Romanian leu | 0.7 | Jan 24 - Feb 24 | | | Euros | Sterling | 6.2 | Jan 24 - Apr 24 | | | US dollars | Sterling | 96.5 | Jan 24 - Mar 27 | | | Hungarian forint | Sterling | 2,239.0 | Jan 24 - Dec 24 | | | South African rand | Sterling | 382.8 | Jan 24 - Oct 27 | | | Japanese yen | Sterling | 1,527.4 | Mar 24 | | | Romanian leu | Sterling | 2.0 | Mar 24 | | Germany | Euros | US dollars | 103.9 | Jan 24 - Jun 24 | | | Euros | Hungarian forint | 0.6 | May 24 - Jun 24 | | | Euros | Singaporean dollars | 2.3 | Mar 24 | | | Euros | South African rand | 0.7 | Jan 24 - Oct 25 | | | US dollars | Euros | 41.8 | Jan 24 - Mar 24 | | | Hungarian forint | Euros | 600.0 | Jan 24 - Apr 24 | | | Romanian leu | Euros | 2.5 | Jan 23 - Feb 24 | | Buy currency | Sell currency | Nominal value of contracts [m] | Maturity dates | Contract rates | | --- | --- | --- | --- | --- | | France | Euros | Hungarian forint | 1.3 | Jan 24 - Jun 24 | | | Euros | Mexican peso | 0.1 | Jan 24 | | | Euros | Polish zloty | 1.5 | Jan 24 - Mar 24 | | | Euros | Thai baht | 0.1 | Jan 24 | | | Euros | South African rand | 0.9 | Jan 24 - Jun 24 | | | Sterling | Euros | 0.1 | Jan 24 | | | US dollars | Euros | 9.3 | Jan 24 - Apr 24 | | Belgium | Euros | South African rand | 2.0 | Jan 24 - Dec 26 | | | US dollars | Euros | 1.8 | Jan 24 - Mar 24 | | US | US dollars | Euros | 2.3 | Jan 24 | | | US dollars | South African rand | 5.4 | Jan 24 - May 26 | | | US dollars | Japanese yen | 9.3 | Jan 24 - Apr 24 | | India | Indian rupees | Sterling | 3,112.0 | Jan 24 - Dec 26 | | | Indian rupees | Euros | 1,732.1 | Jan 24 - Mar 24 | --- ## 25 Trade and other receivables (non-current) | | 2024 Em | 2023 Em | | --- | --- | --- | | Net investment in finance leases | 32.4 | 21.1 | | Other receivables | 0.3 | - | | | 32.7 | 21.1 | ## Leases as a lessor ## Net investment in finance leases The Group leases items of IT equipment which have been classified as finance leases. In certain customer contracts, there are two situations which lead to a net lease receivable being recognised on the Group's Consolidated Balance Sheet. - Longer-term leasing situations where assets have been deployed to the customer's premises and funded through the Group's balance sheet. These finance lease receivables are accounted for under the Dealer/ Manufacturer lessor provisions of IFRS 16. - Leasing situations where assets have been deployed to the customer's premises, but the requisite paperwork and other steps required to sell the assets and the related net lease receivables to a financing company have not yet been completed. Once the assignment to the financing company has been completed, the net lease receivable and associated finance liability to the financing company are derecognised under the provisions of IFRS 9. Prior to assignment, these are still finance lease receivables on the Group's Consolidated Balance Sheet. Whilst there is a natural delay in terms of the administrative processing, which leads to a gap in the assignment of the lease, this is temporary as the intended outcome is for these assets to be sold in the immediate future. However, as there is no legally binding contract that insists, without recourse, that the financing company must accept funding requests following deployment, leases not yet assigned at the reporting date are retained on the Group's Consolidated Balance Sheet as lease receivables. As the net lease receivables associated with these contracts are expected to have a different pattern of cash flows based on outcome which is intended but not contractually secure prior to the assignment, we describe these as 'transitory net lease receivables'. As at 31 December 2024, net investment in finance leases is included within: | | 2024 Em | 2023 Em | | --- | --- | --- | | Trade and other receivables (current) | 9.9 | 5.8 | | Trade and other receivables (non-current) | 32.4 | 21.1 | | | 42.3 | 26.9 | During 2024, the Group recognised interest income on lease receivables of $£ 2.8 \mathrm{~m}$ (2023: $£ 0.7 \mathrm{~m}$ ). The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date. | | 2024 Em | 2023 Em | | --- | --- | --- | | Less than one year | 12.3 | 7.7 | | One to two years | 12.7 | 7.7 | | Two to three years | 11.3 | 7.6 | | Three to four years | 8.7 | 5.3 | | Four to five years | 2.2 | 1.5 | | More than five years | 1.7 | 1.0 | | Total undiscounted lease receivable | 48.9 | 30.8 | | Less: unearned finance income | $(6.6)$ | $(3.9)$ | | Net investment in finance leases | 42.3 | 26.9 | ## Operating lease receivables The Group entered into commercial leases with customers on certain items of machinery and software. These leases have remaining terms of between one and five years. Future amounts receivable by the Group under the non-cancellable operating leases as at 31 December are as follows: | | 2024 Em | 2023 Em | | --- | --- | --- | | Within one year | 0.9 | 0.1 | | After one year | 1.7 | 0.2 | --- ## 26 Provisions | | Customer contract provisions Em | Property provisions Em | Other provisions Em | Total provisions Em | | --- | --- | --- | --- | --- | | At 1 January 2023 | 4.2 | 5.7 | 0.9 | 10.8 | | Reclassification | - | - | 1.4 | 1.4 | | Amount unused reversed | $(1.3)$ | - | $(0.7)$ | $(2.0)$ | | Arising during the year | 0.2 | 0.6 | 1.1 | 1.9 | | Utilisation | $(1.5)$ | $(0.3)$ | $(1.0)$ | $(2.8)$ | | Exchange adjustment | $(0.1)$ | $(0.1)$ | - | $(0.2)$ | | At 31 December 2023 | 1.5 | 5.9 | 1.7 | 9.1 | | Amount unused reversed | $(1.2)$ | - | $(0.3)$ | $(1.5)$ | | Arising during the year | 4.9 | 0.2 | 0.7 | 5.8 | | Utilisation | $(0.2)$ | - | $(0.4)$ | $(0.6)$ | | Exchange adjustment | $(0.1)$ | - | - | $(0.1)$ | | At 31 December 2024 | 4.9 | 6.1 | 1.7 | 12.7 | | Current 2024 | 3.8 | 1.0 | 0.1 | 4.9 | | Non-current 2024 | 1.1 | 5.1 | 1.6 | 7.8 | | | 4.9 | 6.1 | 1.7 | 12.7 | | Current 2023 | 1.2 | 0.9 | 0.1 | 2.2 | | Non-current 2023 | 0.3 | 5.0 | 1.6 | 6.9 | | | 1.5 | 5.9 | 1.7 | 9.1 | ## Customer contract provision These provisions result from customer contracts where total cost exceeds total revenue. Refer to note 2.16 for further details. ## Property provisions Assumptions used to calculate the property provisions are based on 100\% of the market value of any contractual dilapidation expenses on empty properties and the Directors' best estimates of the likely time before the relevant leases can be reassigned or sublet, which ranges between one and nine years. These costs are mainly dilapidation expenses which have not been included as part of the lease liability under IFRS 16. ## Other provisions Other provisions are mainly legal claims. ## 27 Financial instruments The following table provides an overview of the financial instruments held by the Group: | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Financial assets at amortised cost: | | | | | Trade receivables | 20 | 1,620.2 | 1,471.8 | | Other receivables* | | 21.6 | 14.7 | | Net investment in finance leases | 25 | 42.3 | 26.9 | | Cash and short-term deposits | 21 | 489.6 | 471.2 | | Financial assets at fair value through other comprehensive income (FVOCI): | | | | | Derivative financial instruments - cash flow hedges | | 2.3 | 2.3 | | Financial assets at fair value through profit or loss (FVPL): | | | | | Derivative financial instruments - held for trading | | 5.9 | 0.2 | | | | 2,181.9 | 1,987.1 | - Excludes non-financial assets. --- ## Financial instruments continued | | Note | $\begin{gathered} 2024 \ \text { Em } \end{gathered}$ | $\begin{gathered} 2023 \ \text { Em } \end{gathered}$ | | --- | --- | --- | --- | | Financial liabilities at amortised cost: | | | | | Trade and other payables* | 22 | 1,913.2 | 1,517.2 | | Borrowings | 23a | 7.4 | 12.2 | | Lease liabilities | 23b | 129.5 | 115.4 | | Financial liabilities at fair value through other comprehensive income (FVOCI): | | | | | Derivative financial instruments - cash flow hedges | | 2.7 | 2.5 | | Financial liabilities at fair value through profit or loss (FVPL): | | | | | Derivative financial instruments - held for trading | | 0.7 | 3.8 | | Contingent consideration | 22 | - | 20.2 | | | | 2,053.5 | 1,671.3 | - Excludes social security and other taxes and contingent consideration. The Group's financial instruments comprise borrowings, cash and liquid resources, and various items that arise directly from its operations. The Group's policy is not to undertake speculative trading in financial instruments. The Group enters into hedging transactions, principally forward exchange contracts or currency swaps, to manage currency risks arising from the Group's operations and its sources of finance. As the Group continues to expand its global reach and benefit from lower-cost operations in geographies such as South Africa, Poland, Mexico and India, it has entered into forward exchange contracts to help manage cost increases due to currency movements. The main risks arising from the Group's financial instruments are credit, interest rate, foreign currency and liquidity risks. The overall financial instruments strategy is to manage these risks in order to minimise their impact on the Group's financial results. The policies for managing each of these risks are set out below. ## Credit risk The Group principally manages credit risk through management of customer credit limits. The credit limits are set for each customer based on the creditworthiness of the customer, using credit rating agencies as a guide, and the anticipated levels of business activity. These limits are initially determined when the customer account is first set up and are regularly monitored thereafter. There are no significant concentrations of credit risk within the Group. The Group's major customer, disclosed in note 4 to the Consolidated Financial Statements, is a hyperscale North American technology company which typically settles outstanding amounts on shorter-than-average payment terms. In determining the recoverability of the trade receivables, the Group considers any change in the credit quality of the trade receivables from the date the credit was initially granted up to the reporting date and considers forward-looking information to determine the appropriate expected credit loss for the whole remaining life of the trade receivable. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, current asset investments and forward currency contracts, the Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents. The Group manages its counterparty credit risk by placing cash on deposit with a reputable banking institution, with no more than $£ 85.0 \mathrm{~m}$ deposited at any one time. Aside from the counterparty risk above, there are no significant concentrations of credit risk within the Group. The maximum credit exposure relating to financial assets, as at the reporting date, is represented by their carrying value. ## Interest rate risk The Group finances its operations through a mixture of retained profits, bank borrowings, cash, short-term deposits, finance leases and loans for certain customer contracts. The Group's bank borrowings, committed and uncommitted facilities, and deposits are at floating rates, except for the facility for the operational headquarters in Germany, which is at a fixed rate. No interest rate derivative contracts were entered into during the year. ## Interest rate sensitivity The following table demonstrates the sensitivity of the Group's profit before tax to a reasonably possible change in interest rates, with all other variables held constant, through the impact on floating rate borrowings. There is no impact on the Group's equity. The impact of a reasonably possible decrease to the same range shown in the table would result in an opposite impact on the profit before tax of the same magnitude. | | Change in basis points | Effect on profit before tax Em | | --- | --- | --- | | 2024 | | | | Sterling | +100 | 0.2 | | Euro | +100 | 1.8 | | US dollars | +100 | 0.7 | | 2023 | | | | Sterling | +100 | 0.6 | | Euro | +100 | 0.5 | | US dollars | +100 | 1.2 | --- ## 27 Financial instruments continued ## Currency risk The Group operates primarily in the United Kingdom, Germany, France and the United States, with smaller operations in Australia, Belgium, Brazil, Canada, China, Hong Kong, Hungary, India, Ireland, Japan, Malaysia, Mexico, the Netherlands, the Philippines, Poland, Romania, South Africa, Singapore, Spain and Switzerland. The Group uses an informal cash pooling facility to ensure that its operations outside the United Kingdom are adequately funded, where principal receipts and payments are denominated in euros and US dollars. For countries within the Eurozone, the level of non-euro denominated sales is small and, if material, the Group's policy is to eliminate currency exposure through forward currency contracts. For our North American operations, most transactions are denominated in US dollars. For the UK, the majority of sales and purchases are denominated in pounds sterling and any material trading exposures are eliminated through forward currency contracts. The Group has been successful in winning international Services contracts, where Services are provided in multiple countries. We aim to minimise currency exposure by invoicing the customer in the same currency in which the costs are incurred. For certain contracts, the Group's committed contract costs are not denominated in the same currency as its sales. In such circumstances, for example where contract costs are denominated in South African rand, we eliminate currency exposure for a foreseeable period on these future cash flows, through forward currency contracts. The Group reports its results in pounds sterling. The Group has seen relatively minor currency translation movements, as the pound sterling's fluctuations against other currencies, particularly the US dollar and the euro, which impact us the most, largely offset each other. The impact of restating 2023 results at 2024 exchange rates would be a decrease of $£ 157.0 \mathrm{~m}$ in 2023 revenue and a decrease of $£ 6.8 \mathrm{~m}$ in 2023 adjusted profit before tax. ## Exchange rate sensitivity The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and receivables are denominated and the respective functional currencies of Group companies. The functional currencies of the main overseas subsidiaries are primarily the euro and US dollar. The Group's risk management policy is to hedge its expected foreign currency exposure in respect of sales and purchases as soon as these are committed. The Group uses forward exchange contracts to manage its currency risk. The currencies managed by forward foreign exchange contracts are disclosed in note 24. Hedge accounting is mainly applied to the expected trading cash flows denominated in euros, US dollars, Hungarian forint, Indian rupees, Mexican peso, Polish zloty, Singaporean dollars and South African rand, where there is a strong expectation that the expected future foreign currency cash flow will occur and exposure, generally, extends beyond one year. The Group uses forward foreign exchange contracts, designated as cash flow hedges, to hedge these cash flows. When a commitment is entered into, forward foreign exchange contracts are normally used to increase the hedge to $100 \%$ of the expected exposure. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged item and the hedging instrument. The Group determines the existence of the economic relationship based on the currency, amount and timing of their respective cash flows. The Group designates its forward foreign exchange contracts to hedge its cash flow risk and applies a hedge ratio of 1:1. The Group's policy is for the critical terms of the forward exchange contracts to align with the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness. In these hedge relationships, the main sources of ineffectiveness are: - the effect of the counterparties' and the Group's own credit risk on the fair value of the forward foreign exchange contracts, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in exchange rates; - actual cash flows in foreign currencies varying from forecast cash flows; and - changes in the timing of the hedged transactions. Other than differences arising from the translation of results of operations outside of the Group's functional currency, reasonably foreseeable movements in the exchange rates of $+10 \%$ or $-10 \%$ would not have a material impact on the Group's profit before tax or equity. The summary quantitative data about the Group's exposure to currency risk as reported to the Management of the Group is as follows: | | 31 December 2024 $[\mathrm{m}]$ | | 31 December 2023 $[\mathrm{m}]$ | | | --- | --- | --- | --- | --- | | | $\$$ | $\boldsymbol{\epsilon}$ | $\$$ | $\boldsymbol{\epsilon}$ | | Trade and other receivables | 743.9 | 898.5 | 523.3 | 865.7 | | Trade and other payables | $(822.2)$ | $(1,048.5)$ | $(535.0)$ | $(846.4)$ | | Forecast future cash flow [net] | 199.2 | $(12.0)$ | $(110.9)$ | $(129.3)$ | | | 120.9 | $(162.0)$ | $(122.6)$ | $(110.0)$ | | Forward exchange contracts | $(120.9)$ | 162.0 | 122.6 | 110.0 | | Net exposure | - | - | - | - | --- # 27 Financial instruments continued ## Liquidity risk The Group's policy is to ensure that it has sufficient funding and facilities to meet any foreseeable peak in borrowing requirements. The Group's positive net cash was maintained throughout 2024 and at the year end was $£ 489.6 \mathrm{~m}$, with net funds of $£ 352.7 \mathrm{~m}$ after including the Group's two specific borrowing facilities and lease liabilities recognised under IFRS 16. Excluding lease liabilities, adjusted net funds was $£ 482.2 \mathrm{~m}$ at the year end. Due to strong cash generation over many years, the Group can currently finance its operational requirements from its cash balance, and it operates an informal cash pooling arrangement for the majority of Group entities. The Group has a committed facility of $£ 200.0 \mathrm{~m}$, as noted above. The Group has a Board-monitored policy to manage its counterparty risk. This ensures that cash is placed on deposit across a range of reputable banking institutions. The table below summarises the maturity profile of the Group's financial liabilities as at 31 December, based on contractual undiscounted payments: | | On demand Em | $<3$ months Em | 3-12 months Em | 1-2 years Em | 2-5 years Em | $>5$ years Em | Total Em | | --- | --- | --- | --- | --- | --- | --- | --- | | Year ended 31 December 2024 | | | | | | | | | Borrowings | - | 1.2 | 2.9 | 2.0 | 1.4 | - | 7.5 | | Lease liabilities | - | 10.5 | 31.6 | 34.4 | 56.3 | 15.2 | 148.0 | | Derivative financial instruments | - | 0.8 | 1.3 | 0.9 | 0.4 | - | 3.4 | | Trade and other payables | - | 1,913.2 | - | - | - | - | 1,913.2 | | | - | 1,925.7 | 35.8 | 37.3 | 58.1 | 15.2 | 2,072.1 | | | On demand Em | $<3$ months Em | 3-12 months Em | 1-2 years Em | 2-5 years Em | $>5$ years Em | Total Em | | Year ended 31 December 2023 | | | | | | | | | Borrowings | - | 1.2 | 3.6 | 6.1 | 1.4 | - | 12.3 | | Lease liabilities | - | 10.3 | 30.9 | 28.7 | 44.6 | 11.9 | 126.4 | | Derivative financial instruments | - | 3.8 | 1.0 | 1.0 | 0.5 | - | 6.3 | | Contingent consideration | - | 10.2 | 10.8 | - | - | - | 21.0 | | Trade and other payables | - | 1,674.5 | - | - | - | - | 1,674.5 | | | - | 1,700.0 | 46.3 | 35.8 | 46.5 | 11.9 | 1,840.5 | --- ## 27 Financial instruments continued ## Fair values The carrying value of the Group's short-term receivables and payables is a reasonable approximation of their fair values. The fair value of all other financial instruments carried within the Consolidated Financial Statements is not materially different from their carrying amount. ## Fair value measurements recognised in the Consolidated Balance Sheet Financial instruments which are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3, based on the degree to which the fair value is observable. The three levels are defined as follows: - Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; - Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and - Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). ## Contingent consideration The contingent consideration that resulted from the acquisition of BITS (note 18c) was measured at Level 3 fair value, subsequent to initial recognition. The Group used discounted cash flows (DCF) as a valuation technique to derive the fair value of the contingent consideration, using a weighted average discount rate of $12 \%$. The reconciliation of the carrying amount of the contingent consideration, included within Trade and other payables, is as follows: | | Em | | --- | --- | | At 1 January 2023 | 38.9 | | Paid during the year | $(17.4)$ | | Gain related to acquisition of a subsidiary (note 8) | $(2.8)$ | | Exceptional interest cost - unwind of discount (note 8) | 3.2 | | Foreign currency adjustment | $(1.7)$ | | At 31 December 2023 | 20.2 | | Paid during the year | $(18.7)$ | | Gain related to acquisition of a subsidiary (note 8) | $(2.2)$ | | Exceptional interest cost - unwind of discount (note 8) | 0.6 | | Foreign currency adjustment | 0.1 | | At 31 December 2024 | - | ## Derivative financial instruments At 31 December 2024 the Group had forward currency contracts, which were measured at Level 2 fair value subsequent to initial recognition, to the value of an asset of $£ 8.2 \mathrm{~m}$ and a liability of $£ 3.4 \mathrm{~m}$ (2023: asset of $£ 2.5 \mathrm{~m}$ and a liability of $£ 6.3 \mathrm{~m}$ ). The net realised loss on forward currency contracts, designated as cash flow hedges, during the year of $£ 0.2 \mathrm{~m}$ (2023: $£ 3.0 \mathrm{~m}$ ) with a deferred tax asset of $£ 0.2 \mathrm{~m}$ (2023: $£ 1.1 \mathrm{~m}$ ), is offset by broadly equivalent realised gains on the related underlying transactions. ## 28 Capital management Computacenter's approach to capital management is to ensure that the Group has a strong capital base to support the development of the business and to maintain a strong credit rating, whilst aiming to maximise shareholder value. Consistent with the Group's aim to maximise return to shareholders, the Company's dividend policy is to maintain a dividend cover of between two to 2.5 times. In 2024, the cover was 2.3 times on an adjusted earnings basis (2023: 2.5 times). Capital, defined as net funds, that the Group monitors is disclosed in note 31. Each country finances its own working capital requirements, with surplus cash being deposited in the most appropriate country, in line with Group policies. Capital is allocated across the Group, in order to minimise its exposure to exchange rates. An internal cash pooling arrangement has been implemented which utilises internal Group financing arrangements. The key components of working capital, i.e. trade receivables, inventory and trade payables, are managed in accordance with an agreed number of days targeted in the budget process, in order to ensure efficient capital usage. An important element of the process of managing capital efficiently is to ensure that each operating country rewards behaviour at an account manager and account director level, to minimise working capital at a transactional level. This is achieved by increasing commission payments for early payment by customers and reducing commission payments for late payment by customers, which encourages appropriate behaviour. Management intends to implement Group policies into acquired businesses over time with the introduction of systems, reward mechanisms and other operational practices that support these policies. The Group regularly reviews the adequacy of its facilities against any foreseeable peak borrowing requirement. On 9 December 2022, the Group entered into an unsecured multi-currency revolving loan committed facility of $£ 200.0 \mathrm{~m}$. The facility had a term of five years plus two one-year extension options exercisable on the first and second anniversary of the facility and was due to expire on 8 December 2027. The Group has exercised the two extension options on the first and second anniversary, extending the term to seven years with a revised expiry of 8 December 2029. The Group is subject to certain key financial covenants under this syndicated facility with Barclays, Lloyds, HSBC, BNP Paribas, JPMorgan and PNC Bank. These covenants, as defined in the agreement, are monitored regularly to ensure compliance. As at 31 December 2024, the Group was in compliance with all covenants. To improve short-term liquidity, $£ 40.0 \mathrm{~m}$ was drawn down in October 2024 and was repaid in full in December 2024. This facility was undrawn as at 31 December 2024. --- ## 28 Capital management continued During the year ended 31 December 2024, the Group continued to maintain strong cash generation and financed its operational requirements from its cash balance. Uncommitted overdraft facilities of $£ 7.6 \mathrm{~m}$ (2023: $£ 5.3 \mathrm{~m}$ ) are available to the Group and were unutilised at 31 December 2024 but can be used upon requirement. The BITS subsidiary maintained a ringfenced 'Accounts Receivable and Inventory' facility with Wells Fargo, which was discontinued after the merger with Computacenter United States, Inc. ## 29 Issued capital and reserves ## Issued share capital | Issued and fully paid | 7\%p ordinary shares No. 500 | 0.01p deferred shares No. 500 | Total Em | | --- | --- | --- | --- | | At 1 January 2023 | 122,688 | - | 9.3 | | Deferred shares issued during the year for the capitalisation of reserves | - | 10,895,383.8 | 109.0 | | Deferred shares capital reduction | - | $(10,895,383.8)$ | $(109.0)$ | | At 31 December 2023 | 122,688 | - | 9.3 | | Cancellation of shares - Share buyback programme | $(5,000)$ | - | $(0.4)$ | | At 31 December 2024 | 117,688 | - | 8.9 | The Company has a number of share option schemes under which options to subscribe for the Company's shares have been granted to Executive Directors and certain Management (note 30). ## Share buyback programme The Group announced on 26 July 2024 that it would return up to $£ 200.0 \mathrm{~m}$ to shareholders via a share buyback programme (the programme) which would end on or before 30 June 2025, with the sole purpose of reducing the Company's share capital. This is in line with the Group's capital allocation policy to invest organically, make targeted acquisitions and distribute surplus capital while retaining a strong balance sheet. On 26 July 2024, the Company commenced repurchases of up to 11,414,110 of its ordinary shares under the programme. A total of 7,897,178 shares were purchased, at a volume weighted average price per share of 2,516.19p, for a total cost of $£ 198.7 \mathrm{~m}$, which has been reflected as a debit to 'Own shares held'. The Company holds the shares repurchased pursuant to the programme as treasury shares. Subsequently, 5,000,000 treasury shares were cancelled. This resulted in a decrease in share capital and an increase in capital redemption reserve by $£ 0.4 \mathrm{~m}$, which represents the nominal value of the cancelled shares. The programme was concluded on 30 October 2024. ## Expenses relating to share buyback programme Expenses relating to the share buyback programme of $£ 1.5 \mathrm{~m}$ have been accounted for as a deduction from retained earnings (equity) since they represent incremental costs directly attributable to the share buyback programme. These include stamp duty, regulatory fees and amounts paid to legal and other professional advisors. ## Share premium The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued/redeemed at a premium. ## Capital redemption reserve The capital redemption reserve is used to maintain the Company's capital following the purchase and cancellation of its own shares. As detailed above, the Company cancelled 5,000,000 of its shares held in treasury, resulting in a credit of $£ 0.4 \mathrm{~m}$ (2023: nil). Other than the share buyback programme, the Company did not repurchase its own shares for cancellation (2023: nil). ## Own shares held Own shares held comprise the following: ## i) Computacenter Employee Share Ownership Plan (ESOP) Shares in the Parent undertaking comprise 1,365,793 ordinary shares of $71 / 4$ each in Computacenter plc (2023: 1,373,127) purchased by the ESOP. The principal purpose of the ESOP is to be funded with shares that will satisfy discretionary executive share plans. The number of shares held represents 1.16\% of the Company's issued share capital (2023: 1.12\%). Since 31 December 2002, the definition of beneficiaries under the ESOP Trust has been expanded to include employees who have been awarded options to acquire ordinary shares of $71 / 4$ each in Computacenter plc under other employee share plans of the Group, namely the Computacenter Service Group plc Approved Executive Share Option Plan, the Computacenter plc Employee Share Option Scheme 1998, the Computacenter Service Group plc Unapproved Executive Share Option Scheme, the Computacenter Performance Related Share Option Scheme 1998, the Computacenter plc Sharesave Plus Scheme and any future similar share ownership schemes. All costs incurred by the ESOP are settled directly by Computacenter (UK) Limited and charged in the accounts as incurred. The ESOP Trustees have waived the dividends receivable in respect of 1,365,793 ordinary shares of $71 / 4$ each (2023: 1,373,127) that it owns, which are all unallocated shares. --- ## 29 Issued capital and reserves continued ## ii) Treasury shares The Company holds, in treasury, the ordinary shares purchased by way of a tender offer on 14 February 2018 and by way of the share buyback programme announced on 26 July 2024 and concluded on 30 October 2024. The Company subsequently cancelled 5,000,000 shares. Following the purchases and cancellation, the Company's issued share capital consisted of 117,687,970 ordinary shares of $71 / 4$ p each [2023: 122,687,970], each carrying one voting right, of which the Company held 11,444,039 ordinary shares in treasury [2023: 8,546,861]. As at 31 December 2024, the total number of voting rights in the Company which may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules was 106,243,931 [2023: 114,141,109]. The percentage of voting rights attributable to those shares the Company holds in treasury is $9.72 \%$ [2023: 6.97\%]. ## Translation and hedging reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. The hedging reserve represents the cumulative amount of gains and losses on hedging instruments deemed effective in cash flow hedges. Included within translation and hedging reserves is a hedging reserve debit balance of $£ 0.1 \mathrm{~m}$ [2023: credit balance of $£ 0.2 \mathrm{~m}$ ]. ## Non-controlling interests The non-controlling amounts are as follows: | | 2024 £m | 2023 £m | | --- | --- | --- | | ProSys Information Systems, Inc [ProSys] | 8.8 | 7.7 | | | 8.8 | 7.7 | ## 30 Share-based payments ## Computacenter Performance Share Plan (PSP) Under the Computacenter PSP, shares granted will be subject to certain performance conditions as described in the Annual Report on Remuneration. As at 31 December 2024, the number of shares outstanding was as follows: | Date of grant | Maturity date | Share price at date of grant | 2024 Number outstanding | 2023 Number outstanding | | --- | --- | --- | --- | --- | | 20/03/2014 | 20/03/2017 | 682.5p | - | 6,557 | | 26/03/2015 | 26/03/2018 | 720.0p | 9,667 | 11,729 | | 22/03/2016 | 22/03/2019 | 845.0p | 11,830 | 19,396 | | 22/03/2017 | 22/03/2020 | 736.5p | 11,304 | 18,939 | | 21/03/2018 | 21/03/2021 | 1182.67p | 17,388 | 25,378 | | 21/03/2019 | 21/03/2022 | 1192.00p | 53,323 | 219,372 | | 23/03/2020 | 21/03/2023 | 993.00p | 114,082 | 152,999 | | 23/03/2020 | 31/03/2023 | 993.00p | 173,892 | 173,892 | | 22/03/2021 | 21/03/2024 | 2175.00p | 139,151 | 307,924 | | 10/06/2021 | 21/03/2024 | 2671.00p | - | 7,384 | | 21/03/2022 | 21/03/2025 | 2911.00p | 222,722 | 234,456 | | 21/03/2022 | 21/03/2024 | 2911.00p | - | 10,880 | | 06/04/2023 | 23/03/2026 | 2151.00p | 343,202 | 364,221 | | 06/04/2023 | 30/03/2024 | 2151.00p | - | 4,587 | | 06/04/2023 | 30/03/2025 | 2151.00p | 4,588 | 4,588 | | 05/06/2023 | 01/07/2025 | 2379.00p | 5,695 | 5,695 | | 05/06/2023 | 05/06/2025 | 2379.00p | 13,527 | 13,527 | | 05/06/2023 | 23/06/2026 | 2318.00p | - | 33,973 | | 14/09/2023 | 23/03/2026 | 2449.00p | 9,830 | 9,830 | | 02/10/2023 | 23/03/2026 | 2530.00p | 5,040 | 5,040 | | 26/03/2024 | 26/03/2025 | 2691.00p | 12,097 | - | | 26/03/2024 | 26/03/2026 | 2691.00p | 12,098 | - | | 26/03/2024 | 26/03/2027 | 2691.00p | 313,057 | - | | | | | 1,472,593 | 1,630,367 | --- ## 30 Share-based payments continued The following table illustrates the number of share options for the PSP Scheme: | | 2024 Number | 2023 Number | | --- | --- | --- | | PSP Scheme | | | | Outstanding at the beginning of the year | 1,630,367 | 1,811,131 | | Granted during the year | 377,887 | 449,268 | | Forfeited during the year | $(121,992)$ | $(82,388)$ | | Exercised during the year* | $(413,669)$ | $(547,644)$ | | Outstanding at the end of the year | 1,472,593 | 1,630,367 | | Exercisable at the end of the year | 530,737 | 628,262 | - The weighted average share price at the date of exercise for the options exercised was $£ 26.93$ (2023: $£ 22.00$ ). The weighted average remaining contractual life for the options outstanding as at 31 December 2024 was 1.2 years (2023: 1.3 years). ## Computacenter Sharesave Scheme (SAVE) The Group operates a Sharesave Scheme which is available to all employees and full-time Executive Directors of the Group and its subsidiaries who have worked for a qualifying period. All options granted under this scheme are satisfied at exercise by way of a transfer of shares from the Computacenter Qualifying Employee Share Trust. During the year, 716,429 options were granted (2023: 669,433) with a fair value of $£ 4,246,949$ (2023: $£ 5,772,514$ ). Under the scheme the following options have been granted and are outstanding at the year end: | Date of grant | Exercisable between | Share price | 2024 Number outstanding | 2023 Number outstanding | | --- | --- | --- | --- | --- | | October 2018 | 01/12/2023 - 31/05/2024 | 1,054.00p | 589 | 134,500 | | October 2019 | 01/12/2022 - 31/05/2023 | 1,138.00p | - | 63 | | October 2019 | 01/12/2024 - 31/05/2025 | 1,011.00p | 196,273 | 534,105 | | October 2020 | 01/12/2023 - 31/05/2024 | 2,092.00p | 241 | 51,323 | | October 2020 | 01/12/2025 - 31/05/2026 | 1,860.00p | 425,469 | 442,049 | | October 2021 | 01/12/2024 - 31/05/2025 | 2,571.00p | 121,800 | 131,064 | | October 2021 | 01/12/2026 - 31/05/2027 | 2,286.00p | 346,208 | 373,568 | | October 2021 | 01/12/2021 - 25/01/2024 | 2,468.00p | - | 20,690 | | December 2022 | 01/12/2022 - 01/06/2026 | 1,772.00p | 228,192 | 248,384 | | December 2022 | 01/12/2022 - 01/06/2028 | 1,575.00p | 629,455 | 656,243 | | December 2022 | 01/12/2022 - 07/05/2025 | 1,665.00p | 22,545 | 44,600 | | December 2023 | 01/12/2023 - 01/06/2027 | 2,148.00p | 213,935 | 233,032 | | December 2023 | 01/12/2023 - 07/05/2029 | 2,021.00p | 378,992 | 400,858 | | December 2023 | 01/12/2023 - 07/05/2025 | 2,218.00p | 31,163 | 33,980 | | December 2024 | 01/12/2024 - 01/06/2028 | 2,098.00p | 151,250 | - | | December 2024 | 01/12/2024 - 01/06/2030 | 1,975.00p | 300,408 | - | | December 2024 | 01/12/2024 - 01/12/2027 | 2,098.00p | 64,227 | - | | December 2024 | 01/12/2024 - 01/12/2029 | 1,975.00p | 156,458 | - | | December 2024 | 01/12/2024 - 06/11/2026 | 1,839.00p | 39,086 | - | | | | | 3,306,271 | 3,304,459 | --- # 30 Share-based payments continued The following table illustrates the number (No.) and weighted average exercise price (WAEP) of share options for the Sharesave Scheme: | | 2024 Number | 2024 WAEP | 2023 Number | 2023 WAEP | | --- | --- | --- | --- | --- | | Sharesave Scheme | | | | | | Outstanding at the beginning of the year | 3,304,459 | $£ 17.51$ | 3,615,052 | $£ 15.70$ | | Granted during the year | 716,429 | $£ 20.05$ | 669,433 | $£ 20.75$ | | Forfeited during the year | $(155,340)$ | $£ 19.83$ | $(186,598)$ | $£ 19.24$ | | Exercised during the year* | $(559,277)$ | $£ 11.91$ | $(793,428)$ | $£ 11.60$ | | Outstanding at the end of the year | 3,306,271 | $£ 18.90$ | 3,304,459 | $£ 17.51$ | | Exercisable at the end of the year | 216,598 | $£ 16.40$ | 200,980 | $£ 14.66$ | - The weighted average share price at the date of exercise for the options exercised was $£ 24.21$ (2023: $£ 24.96$ ). The weighted average remaining contractual life for the options outstanding as at 31 December 2024 was 2.3 years (2023: 2.4 years). The fair value of the PSP, Deferred Bonus Plan (DBP) and SAFE plans are estimated as at the date of grant using the Black-Scholes valuation model. The following tables give the assumptions made during the years ended 31 December 2024 and 31 December 2023: ## 2024 | Nature of the arrangement | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | | --- | --- | --- | --- | --- | --- | --- | --- | | Date of grant | 26/03/2024 | 26/03/2024 | 26/03/2024 | 26/03/2024 | 26/03/2024 | 26/03/2024 | 26/03/2024 | | Number of instruments granted | 139,431 | 8,821 | 12,043 | 11,371 | 71,757 | 79,892 | 30,377 | | Exercise price | nil | nil | nil | nil | nil | nil | nil | | Share price at date of grant | $£ 26.91$ | $£ 26.91$ | $£ 26.91$ | $£ 26.91$ | $£ 26.91$ | $£ 26.91$ | $£ 26.91$ | | Contractual life (years) | 3 | 3 | 3 | 3 | 3 | 3 | 3 | | Vesting conditions | See page 133 of the Annual Report on Remuneration | Three-year service period | See page 133 of the Annual Report on Remuneration | See page 133 of the Annual Report on Remuneration | See page 133 of the Annual Report on Remuneration | See page 133 of the Annual Report on Remuneration | See note 1 below | | Expected volatility | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Expected option life at grant date (years) | 3 | 3 | 3 | 3 | 3 | 3 | 3 | | Risk-free interest rate | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Dividend yield | $2.9 \%$ | $2.9 \%$ | $2.9 \%$ | $2.9 \%$ | $2.9 \%$ | $2.9 \%$ | $2.9 \%$ | | Fair value per granted instrument determined at grant date | $£ 24.72$ | $£ 24.72$ | $£ 24.72$ | $£ 24.72$ | $£ 24.72$ | $£ 24.72$ | $£ 24.72$ | --- #### **30 Share-based payments** continued **2024** | Nature of the arrangement | | | DBP scheme | DBP scheme | SAFE scheme | SAFE scheme | SAFE scheme | SAFE scheme | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Date of grant | | | 26/03/2024 | 26/03/2024 | 01/12/2024 | 01/12/2024 | 01/12/2024 | 01/12/2024 | | Number of instruments granted | | | 12,097 | 12,098 | 39,086 | 218,040 | 459,303 | | | Exercise price | | | nil | nil | £18.39 | £20.98 | £19.75 | | | Share price at date of grant | | | £26.91 | £26.91 | £21.64 | £21.64 | £21.64 | | | Contractual life (years) | | | 1 | 2 | 2 | 3 | 5 | | | | | | See page 133 of the Annual Report on Remuneration | See page 133 of the Annual Report on Remuneration | | | | | | Vesting conditions | | | | | | | | | | Expected volatility | | | | n/a | n/a | 25.80% | 28.00% | 33.80% | | Expected option life at grant date (years) | | | 1 | 2 | 2 | 3 | 5 | | | Risk-free interest rate | | | | n/a | n/a | 0.41% | 0.41% | 0.41% | | Dividend yield | | | 2.9% | 2.9% | 3.63% | 3.63% | 3.63% | 3.63% | | Fair value per granted instrument determined at grant date | | | £26.16 | £25.43 | £4.70 | £4.29 | £6.81 | | | 2023 | | | | | | | | | | Nature of the arrangement | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | PSP scheme | | Date of grant | 06/04/2023 | 06/04/2023 | 06/04/2023 | 05/06/2023 | 05/06/2023 | 14/09/2023 | 02/10/2023 | 14/09/2023 | | Number of instruments granted | 193,453 | 169,047 | 9,528 | 33,973 | 13,527 | 7,146 | 5,040 | 2,684 | | Exercise price | nil | nil | nil | nil | nil | nil | nil | nil | | Share price at date of grant | £21.51 | £21.51 | £21.51 | £23.18 | £23.79 | £24.49 | £25.30 | £24.49 | | Contractual life (years) | 3 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | | | | See page 152 of the Annual Report on Remuneration in the 2023 | | See page 152 of the Annual Report on Remuneration in the 2023 | See page 152 of the Annual Report on Remuneration in the 2023 | | | | | Vesting conditions | See note 1 below | Annual Report and Accounts | Three-year service period | Annual Report and Accounts | Annual Report and Accounts | Annual Report and Accounts | | | | Expected volatility | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Expected option life at grant date (years) | 3 | 3 | 3 | 3 | 2 | 3 | 3 | 3 | | Risk-free interest rate | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Dividend yield | 3.7% | 3.7% | 3.7% | 3.5% | 3.4% | 3.3% | 3.2% | 3.3% | | Fair value per granted instrument determined at grant date | £19.27 | £19.27 | £19.27 | £20.92 | £22.26 | £22.23 | £23.03 | £22.23 | --- # 30 Share-based payments continued 2023 | Nature of the arrangement | SBP scheme | SBP scheme | SBP scheme | SAFE scheme | SAFE scheme | SAFE scheme | | --- | --- | --- | --- | --- | --- | --- | | Date of grant | 06/04/2023 | 06/04/2023 | 05/06/2023 | 01/12/2023 | 01/12/2023 | 01/12/2023 | | Number of instruments granted | 4,587 | 4,588 | 5,695 | 34,474 | 233,476 | 401,483 | | Exercise price | nil | nil | nil | $£ 22.18$ | $£ 21.48$ | $£ 20.21$ | | Share price at date of grant | $£ 21.51$ | $£ 21.51$ | $£ 23.79$ | $£ 25.94$ | $£ 25.94$ | $£ 25.94$ | | Contractual life (years) | 1 | 2 | 2 | 2 | 3 | 5 | | Vesting conditions | See page 152 of the Annual Report on Remuneration in the 2023 Annual Report and Accounts | See page 152 of the Annual Report on Remuneration in the 2023 Annual Report and Accounts | See page 152 of the Annual Report on Remuneration in the 2023 Annual Report and Accounts | Two-year service period and savings requirement | Three-year service period and savings requirement | Five-year service period and savings requirement | | Expected volatility | n/a | n/a | n/a | $30.70 \%$ | $29.00 \%$ | $36.60 \%$ | | Expected option life at grant date (years) | 1 | 2 | 2 | 2 | 3 | 5 | | Risk-free interest rate | n/a | n/a | n/a | $0.72 \%$ | $0.72 \%$ | $0.72 \%$ | | Dividend yield | $3.7 \%$ | $3.7 \%$ | $3.4 \%$ | $3.11 \%$ | $3.11 \%$ | $3.11 \%$ | | Fair value per granted instrument determined at grant date | $£ 20.73$ | $£ 19.99$ | $£ 22.26$ | $£ 6.07$ | $£ 6.89$ | $£ 9.85$ | Note 1 Issued under the terms of the Computacenter Performance Share Plan 2005, as amended at the ADRs held on 19 May 2015 and 16 May 2016. One-quarter of the shares will vest if the compound annual EPS growth over the performance period equals $5 \%$ per annum. One-half of the shares will vest if the compound annual EPS growth over the performance period equals $7.5 \%$ and the shares will vest in full if the compound annual EPS growth over the performance period equals $10 \%$. If the compound annual EPS growth over the performance period is between $5 \%$ and $10 \%$, shares awarded will vest on a straight-line basis. The performance period usually covers a period of three years from 1 January of the year the award is granted. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the recent historical volatility is indicative of future trends, which may not necessarily be the actual outcome. No other features of the options granted were incorporated into the measurement of fair value. ## 31 Analysis of changes in net funds | | At 1 January 2024 Em | Cash flows in year Em | Non-cash flow Em | Exchange differences Em | At 31 December 2024 Em | | --- | --- | --- | --- | --- | --- | | Cash and short-term deposits | 471.2 | 29.5 | - | $(11.1)$ | 489.6 | | Cash and cash equivalents | 471.2 | 29.5 | - | $(11.1)$ | 489.6 | | Bank loans | $(12.2)$ | 4.5 | - | 0.3 | $(7.4)$ | | Adjusted net funds (excluding lease liabilities) | 459.0 | 34.0 | - | $(10.8)$ | 482.2 | | Lease liabilities | $(115.4)$ | 47.4 | $(84.9)$ | 3.4 | $(129.5)$ | | Net funds | 343.6 | 81.4 | $(84.9)$ | $(7.4)$ | 352.7 | --- # 31 Analysis of changes in net funds continued The financing cash flows included in the table above are detailed as follows: | | Bank loans Em | Revolving credit facilities Em | Customer specific financing Em | Others Em | Lease liabilities Em | Liabilities from financing activities Em | | --- | --- | --- | --- | --- | --- | --- | | Balance at 1 January 2024 | (12.2) | - | - | - | (115.4) | (127.6) | | Changes from financing cash flows: | | | | | | | | Interest paid | 0.1 | 0.4 | - | 0.8 | - | 1.3 | | Interest paid on lease liabilities | - | - | - | - | 5.8 | 5.8 | | Repayment of borrowings | 4.5 | 40.0 | - | - | - | 44.5 | | Payment of capital element of lease liabilities | - | - | - | - | 41.6 | 41.6 | | Drawdown of borrowings | - | (40.0) | - | - | - | (40.0) | | Total changes from financing cash flows | 4.6 | 0.4 | - | 0.8 | 47.4 | 53.2 | | The effect of changes in foreign exchange rates | 0.3 | - | - | - | 3.4 | 3.7 | | Other changes: | | | | | | | | New leases | - | - | - | - | (61.5) | (61.5) | | Early termination of leases | - | - | - | - | 2.4 | 2.4 | | Interest expense | (0.1) | (0.4) | - | (0.8) | (5.8) | (7.1) | | Total other changes | (0.1) | (0.4) | - | (0.8) | (64.9) | (66.2) | | Balance at 31 December 2024 | (7.4) | - | - | - | (129.5) | (136.9) | | | | At 1 January 2023 Em | Cash flows in year Em | Non-cash flow Em | Exchange differences Em | At 31 December 2023 Em | | Cash and short-term deposits | | 264.4 | 207.6 | - | (0.8) | 471.2 | | Cash and cash equivalents | | 264.4 | 207.6 | - | (0.8) | 471.2 | | Bank loans | | (20.1) | 6.9 | - | 1.0 | (12.2) | | Adjusted net funds (excluding lease liabilities) | | 244.3 | 214.5 | - | 0.2 | 459.0 | | Lease liabilities | | (127.1) | 46.1 | (30.7) | (3.7) | (115.4) | | Net funds | | 117.2 | 260.6 | (30.7) | (3.5) | 343.6 | --- # 31 Analysis of changes in net funds continued The financing cash flows included in the table above are detailed as follows: | | Bank loans Em | Revolving credit facilities Em | Customer- specific financing Em | Others Em | Lease liabilities Em | Liabilities from financing activities Em | | --- | --- | --- | --- | --- | --- | --- | | Balance at 1 January 2023 | (20.1) | - | - | - | (127.1) | (147.2) | | Changes from financing cash flows: | | | | | | | | Interest paid | 0.3 | 0.4 | 0.3 | 1.6 | - | 2.6 | | Interest paid on lease liabilities | - | - | - | - | 4.7 | 4.7 | | Repayment of borrowings | 6.9 | 62.9 | - | - | - | 69.8 | | Payment of capital element of lease liabilities | - | - | - | - | 41.4 | 41.4 | | Drawdown of borrowings | - | (62.9) | - | - | - | (62.9) | | Total changes from financing cash flows | 7.2 | 0.4 | 0.3 | 1.6 | 46.1 | 55.6 | | The effect of changes in foreign exchange rates | 1.0 | - | - | - | 3.7 | 4.7 | | Other changes: | | | | | | | | New leases | - | - | - | - | (33.8) | (33.8) | | Early termination of leases | - | - | - | - | 0.4 | 0.4 | | Interest expense | (0.3) | (0.4) | (0.3) | (1.6) | (4.7) | (7.3) | | Total other changes | (0.3) | (0.4) | (0.3) | (1.6) | (38.1) | (40.7) | | Balance at 31 December 2023 | (12.2) | - | - | - | (115.4) | (127.6) | ## 32 Capital commitments As at 31 December 2024, the Group had a $£ 4.4 \mathrm{~m}$ commitment for capital expenditure (2023: $£ 1.0 \mathrm{~m}$ ). ## 33 Pensions and other post-employment benefit plans The Group operates a defined contribution pension scheme available to all UK employees and similar schemes are operating, as appropriate for the jurisdiction, in North America and Germany. The amount recognised as an expense for this plan is detailed in note 9. The Group has a provision against the retirement benefit obligations in France under the Indemnités de Fin de Carrière (IFC) as described in note 2.17. Economic outflows under the obligation only occur if eligible employees reach the statutory retirement age whilst still in employment or are made redundant. The Group made $£ 0.7 \mathrm{~m}$ of payments during 2024 under this obligation (2023: $£ 0.9 \mathrm{~m}$ ). In estimating the provision required, Management is required to make a number of assumptions. The key areas of estimation uncertainty are the discount rate applied to future cash flows, the turnover rate of employed personnel and rate of salary increases over the length of their projected employment. --- ## 33 Pensions and other post-employment benefit plans continued The level of unrealised actuarial gains or losses is sensitive to changes in the discount rate, which is affected by market conditions and therefore subject to variation. Management makes use of an independent actuarial valuation in reaching its conclusions. The table below summarises the Group's net liability recognised in the Consolidated Balance Sheet as at 31 December 2024 in respect of the French retirement benefit obligation under the IFC, and movements during the year. The key driver of actuarial gain this year was the change in experience and financial assumptions, due to changes in the discount rate and future salary growth used in the actuarial valuation. | | 2024 Em | 2023 Em | | --- | --- | --- | | Retirement benefit obligation | 22.3 | 26.2 | Movements in retirement benefit obligation: | | 2024 Em | 2023 Em | | --- | --- | --- | | Balance at 1 January | 26.2 | 23.0 | | Included in Consolidated Income Statement | | | | Current service cost | 1.7 | 1.4 | | Interest cost | 0.8 | 0.8 | | | 2.5 | 2.2 | | Included in Consolidated Statement of Comprehensive Income | | | | Actuarial (gain)/loss arising from: | | | | - Changes in demographic assumptions | - | $(0.2)$ | | - Change in financial assumptions | $(3.9)$ | 1.3 | | - Experience adjustment | $(0.6)$ | 1.7 | | Remeasurements (gain)/loss | $(4.5)$ | 2.8 | | Effect of movements in exchange rates | $(1.2)$ | $(0.9)$ | | | $(5.7)$ | 1.9 | | Other | | | | Benefits paid | $(0.7)$ | $(0.9)$ | | | | | | Balance at 31 December | 22.3 | 26.2 | ## Actuarial assumptions The following are the principal actuarial assumptions at 31 December (expressed as weighted averages): | | 2024 $\%$ | 2023 $\%$ | | --- | --- | --- | | Discount rate | 3.4 | 3.2 | | Future salary growth | 2.6 | 3.9 | | Turnover rates: | | | | - Non-managers | 5.7 | 5.7 | | - Supervisors | 2.7 | 2.7 | | - Executives | 2.7 | 2.7 | At 31 December 2024, the discount rate used was 3.4\% (2023: 3.2\%) with reference to the iBoxx € Corporate AA 10y + index. ## Sensitivity analysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. | | 2024 Em | | 2023 Em | | | --- | --- | --- | --- | --- | | | Increase (1\%) | Decrease (1\%) | Increase (1\%) | Decrease (1\%) | | Discount rate | 2.1 | (2.5) | 2.8 | (3.3) | | Future salary growth | (2.5) | 2.2 | (3.3) | 2.9 | | Turnover rates | 2.2 | (1.5) | 2.9 | (2.0) | Although the analysis does not take account of the full distribution of cash flows expected under the IFC, it does provide an approximation of the sensitivity of the assumptions shown. --- ## 34 Related-party transactions During the year, the Group entered into transactions, in the ordinary course of business, with related parties. Transactions entered into are as described below: Biomni Limited provides the Computacenter e-procurement system used by many of Computacenter's major customers. An annual fee has been agreed on a commercial basis for use of the software for each installation. Both Peter Ogden and Philip Hulme are Directors of and have a material interest in Biomni Limited. Biomni Limited ceased to be a related party on 22 December 2023. The table below provides the total amount of transactions that have been entered into with Biomni Limited for the relevant financial year: | | 2024 Em | 2023 Em | | --- | --- | --- | | Biomni Limited | - | - | | Sales to related parties | - | 0.9 | | Purchase from related parties | - | | There was no outstanding balance as at 31 December 2024 (31 December 2023: nil). During the year, sales of $£ 13,000$ were made to a Director of the Company and this balance remained unpaid as at 31 December 2024. In addition to the above, relatives of a Director of the Company are employed by a subsidiary of the Company under normal terms and conditions and with remuneration commensurate with the role. Total remuneration for 2024 was $£ 0.3 \mathrm{~m}$ (2023: $£ 0.2 \mathrm{~m}$ ). ## Terms and conditions of transactions with related parties Outstanding balances at the year end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related-party receivables. The Group has not recognised any allowance for expected credit losses relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. ## Compensation of key management personnel (including Directors) The Board of Directors is identified as the Group's key management personnel. Please refer to the information given in the remuneration table on page 128 and the gains on exercise of Director long-term incentive plan options table on page 134, both within the Annual Report on Remuneration, for details of compensation given. A summary of the compensation of key management personnel is provided below: | | 2024 Em | 2023 Em | | --- | --- | --- | | Short-term employee benefits | 2.2 | 3.7 | | Social security costs | 0.7 | 0.9 | | Share-based payments | - | 1.9 | | Pension costs | 0.1 | 0.1 | | Total compensation paid to key management personnel | 3.0 | 6.6 | The interests of the key management personnel in the Group's share incentive schemes are disclosed in the Annual Report on Remuneration on pages 131 to 134. --- # Company Balance Sheet As at 31 December 2024 | | Note | 2024 Em | 2023 Em | | --- | --- | --- | --- | | Non-current assets | | | | | Investment property | 5 | 8.8 | 9.9 | | Investments | 6 | 614.2 | 540.7 | | | | 623.0 | 550.6 | | Current assets | | | | | Debtors | | 0.1 | 0.2 | | Prepayments | | 2.3 | 2.4 | | Cash and short-term deposits | | 0.3 | - | | | | 2.7 | 2.6 | | Total assets | | 625.7 | 553.2 | | Current liabilities | | | | | Trade and other payables | 7 | 292.2 | 65.8 | | Income tax payable | | 0.4 | - | | | | 292.6 | 65.8 | | Total liabilities | | 292.6 | 65.8 | | Net assets | | 333.1 | 487.4 | | Capital and reserves | | | | | Issued share capital | 8 | 8.9 | 9.3 | | Share premium | | 4.0 | 4.0 | | Capital redemption reserve | 8 | 0.4 | - | | Own shares held | | (246.5) | (140.4) | | Retained earnings | | 566.3 | 614.5 | | Shareholders' equity | | 333.1 | 487.4 | The profit for the year ended 31 December 2024 included within Retained earnings is $£ 134.8 \mathrm{~m}$ (2023: $£ 131.2 \mathrm{~m}$ ). The accompanying notes on pages 220 to 224 form an integral part of these financial statements. Approved by the Board on 17 March 2025. ## MJ Norris Chief Executive Officer --- # Company Statement of Changes in Equity For the year ended 31 December 2024 | | Issued share capital Em | Share premium Em | Capital redemption reserve Em | Merger reserve Em | Own shares held Em | Retained earnings Em | Shareholders' equity Em | | --- | --- | --- | --- | --- | --- | --- | --- | | At 1 January 2024 | 9.3 | 4.0 | - | - | (140.4) | 614.5 | 487.4 | | Profit for the year | - | - | - | - | - | 134.8 | 134.8 | | Total comprehensive income for the year | - | - | - | - | - | 134.8 | 134.8 | | Reclassification | - | - | - | - | 8.5 | (8.5) | - | | Transactions with owners: | | | | | | | | | - Share buyback programme (note 8) | - | - | - | - | (198.7) | - | (198.7) | | - Expenses relating to share buyback programme (note 8) | - | - | - | - | - | (1.5) | (1.5) | | - Cancellation of shares (note 8) | (0.4) | - | 0.4 | - | 84.2 | (84.2) | - | | - Exercise of options | - | - | - | - | 23.0 | (17.0) | 6.0 | | - Purchase of own shares | - | - | - | - | (23.1) | - | (23.1) | | - Share options granted to employees of subsidiary companies | - | - | - | - | - | 7.1 | 7.1 | | - Equity dividends | - | - | - | - | - | (78.9) | (78.9) | | Total | (0.4) | - | 0.4 | - | (114.6) | (174.5) | (289.1) | | At 31 December 2024 | 8.9 | 4.0 | 0.4 | - | (246.5) | 566.3 | 333.1 | | At 1 January 2023 | 9.3 | 4.0 | 75.0 | 55.9 | (127.7) | 438.1 | 454.6 | | Profit for the year | - | - | - | - | - | 131.2 | 131.2 | | Total comprehensive income for the year | - | - | - | - | - | 131.2 | 131.2 | | Transactions with owners: | | | | | | | | | - Exercise of options | - | - | - | - | 25.3 | (16.1) | 9.2 | | - Purchase of own shares | - | - | - | - | (38.0) | - | (38.0) | | - Share options granted to employees of subsidiary companies | - | - | - | - | - | 7.7 | 7.7 | | - Capital reduction | - | - | (75.0) | (55.9) | - | 130.9 | - | | - Equity dividends | - | - | - | - | - | (77.3) | (77.3) | | Total | - | - | (75.0) | (55.9) | (12.7) | 45.2 | (98.4) | | At 31 December 2023 | 9.3 | 4.0 | - | - | (140.4) | 614.5 | 487.4 | The accompanying notes on pages 220 to 224 form an integral part of these financial statements. --- # Notes to the Company Financial Statements For the year ended 31 December 2024 ## 1 Authorisation of Financial Statements The Parent Company's Financial Statements of Computacenter plc (the Company) for the year ended 31 December 2024 were authorised for issue by the Board of Directors on 17 March 2025 and the Balance Sheet was signed on the Board's behalf by MJ Norris. Computacenter plc is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on the London Stock Exchange. ## 2 Summary of material accounting policies ## Basis of preparation and statement of compliance with FRS 101 These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The financial statements are prepared under the historical cost convention. No profit and loss account is presented by the Company as permitted by section 408 of the Companies Act 2006. The results of Computacenter plc are included in the Consolidated Financial Statements of Computacenter plc which are available from Computacenter plc, Hatfield Business Park, Hatfield Avenue, Hatfield, AL10 9TW. The accounting policies which follow set out those policies which apply in preparing the Financial Statements for the year ended 31 December 2024. The Financial Statements are prepared in pound sterling ( $E$ ) and all values are rounded to the nearest hundred thousand, except when otherwise indicated. In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards (adopted IFRSs), but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken: (a) the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based Payment; (b) the requirements of paragraphs 62, 864(d), 864(e), 864(g), 864(h), 864(j) to 864(m), 864(n)(ii), 864 (o)(iii), 864(p), 864(q)(ii), 866 and 867 of IFRS 3 Business Combinations; (d) the requirements of IFRS 7 Financial Instruments: Disclosures; (e) the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement; (f) the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: (i) paragraph 79(a)(iv) of IAS 1; (ii) paragraph 73(e) of IAS 16 Property, Plant and Equipment; (iii) paragraph 118(e) of IAS 38 Intangible Assets; and (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property. (g) the requirements of paragraphs 10(d), 10(f), 16, 38A-D, 40A-D, 111 and 134-136 of IAS 1 Presentation of Financial Statements; (h) the requirements of IAS 7 Statement of Cash Flows; (i) the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; (j) the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures; (k) the requirements in IAS 24 Related Party Disclosures to disclose related-party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and (l) the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets. As applicable, equivalent disclosures are included in the Consolidated Financial Statements of the Group in which the entity is consolidated. ## Investment property Investment property is defined as land and/or buildings held by the Company to earn rental income or for capital appreciation or both, rather than for sale in the ordinary course of business or for use in supply of goods or services or for administrative purposes. The Company recognises any part of an owned (or leased under a finance lease) property that is leased to third parties as investment property, unless it represents an insignificant portion of the property. Investment property is measured initially at cost including transaction costs. Subsequent to initial recognition, the Company elected to measure investment property at cost less accumulated depreciation and accumulated impairment losses, if any. Freehold land is not depreciated. Depreciation is provided on freehold building using the straight-line method over its expected useful life, 25 years. The fair values, which reflect the market conditions at the balance sheet date, are disclosed in note 5. ## Investments Fixed-asset investments are shown at cost less provision for impairment. ## Impairment of assets The carrying values of assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. ## Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account. --- ## 2 Summary of material accounting policies continued ## Amounts owed by/to subsidiary undertakings Intra-group receivables are recognised initially at fair value, and subsequently at amortised cost using the effective interest rate method, less an allowance for any uncollectable amounts. The Company assesses for doubtful debts (impairment) using the expected credit losses model, as required by IFRS 9. Intra-group payables are recognised initially at fair value, and subsequently at amortised cost using the effective interest rate method. ## Share-based payment transactions The accounting policy in relation to share-based payment transactions is disclosed in full in the Consolidated Financial Statements. In addition, the financial effect of awards by the Company of options over its equity shares to employees of subsidiary undertakings is recognised by the Company in its individual financial statements as an increase in its investment in subsidiaries, with a credit to equity equivalent to the IFRS 2 cost in subsidiary undertakings. On transition to IFRS, the Group did not apply the measurement rules of IFRS 2 to equity-settled awards granted before 7 November 2002 or granted after that date and vested before 1 January 2005. However, later modifications of such equity instruments are measured under IFRS 2. ## Taxation Corporation tax payable is provided on taxable profits at the current tax rate. Where Group relief is surrendered from other subsidiaries in the Group, the Company is required to pay to the surrendering company an amount equal to the loss surrendered multiplied by the current tax rate. Deferred tax is recognised in respect of all temporary differences that have originated, but not reversed, at the balance sheet date where transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance sheet date. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. ## Own shares held Shares in the Company, held by the Company, are classified in shareholders' equity as own shares held and are recognised at cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost being taken to revenue reserves. No gain or loss is recognised in the performance statements on the purchase, sale, issue or cancellation of equity shares. ## Dividend distribution Equity dividend distributions to the Company's shareholders are recognised in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders. ## 3 Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Due to the inherent uncertainty in making these critical judgements and estimates, actual outcomes could be different. ### 3.1 Critical estimates Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the year in which the estimates are revised and in any future years affected. ## Recoverability of investments On an annual basis the Company is required to perform a review of its investments to identify if indicators of impairment or impairment reversal exist. If such indicators are identified, the Company compares the net carrying value to the recoverable amounts of the relevant investments, based on a value-in-use calculation. The value-in-use determination requires the Company to estimate the future cash flows expected to arise from the investee, which include estimates of future performance, and a suitable discount rate applied in order to calculate the present value. The main assumptions used in the calculation of the recoverable amount are revenue growth and contribution margin (resulting in annual earnings before interest and tax (EBIT)) and the discount rate. Recoverability of investments continues to be disclosed as a critical estimate in the current year as the estimates used in determining value-in-use are sensitive enough to affect the calculation materially. A $5 \%$ decrease in EBIT over the first three forecasted years, followed by two extrapolated years based on the relevant national growth rate, would reduce the impairment reversal recorded for Computacenter France SAS (see Note 6) by $£ 10.2 \mathrm{~m}$. A $1 \%$ increase in the discount rate would decrease the impairment reversal recorded by $£ 7.5 \mathrm{~m}$. A $10 \%$ decrease in working capital would decrease the impairment reversal recorded by $£ 4.2 \mathrm{~m}$. No other reasonably possible changes in the value-in-use calculations would result in a material change in the carrying value of any other investments in subsidiary undertakings. ### 3.2 Critical judgements There are no areas involving significant judgments made in applying the Company's accounting policies that would have a significant effect on the financial statements. ### 3.3 Change in critical estimates and critical judgements The critical accounting estimates and judgements reported in the Company's previous financial statements are unchanged. --- ## 4 Intangible assets | | Intellectual property Em | | --- | --- | | Cost | | | At 1 January 2024 | 169.7 | | Disposal | $(169.7)$ | | At 31 December 2024 | - | | Accumulated amortisation | | | At 1 January 2024 | 169.7 | | Disposal | $(169.7)$ | | At 31 December 2024 | - | | Net book value | | | At 31 December 2024 | - | | At 31 December 2023 | - | A licence in respect of intellectual property was purchased from a subsidiary and amortised over its useful life of 20 years. The intangible asset was fully amortised at 1 January 2024 and has therefore been derecognised. ## 5 Investment properties | | Freehold land and buildings Em | | --- | --- | | Cost | | | At 1 January 2024 and 31 December 2024 | 42.4 | | Accumulated depreciation | | | At 1 January 2024 | 32.5 | | Charge in the year | 0.9 | | At 31 December 2024 | 33.5 | | Net book value | | | At 31 December 2024 | 8.8 | | At 31 December 2023 | 9.9 | Investment property represents a building owned by the Company that is rented under a short-term rolling arrangement to Computacenter (UK) Ltd, a wholly-owned subsidiary of the Company. Rental income during the year was $£ 4.2 \mathrm{~m}$ (2023: $£ 4.2 \mathrm{~m}$ ). The fair value of investment property amounted to $£ 32.8 \mathrm{~m}$ at 31 December 2024 (2023: $£ 32.2 \mathrm{~m}$ ). The fair values for disclosure purposes have been determined using either the support of qualified independent external valuers or by internal valuers with the necessary recognised and relevant professional qualification, applying a combination of the present value of future cash flows and observable market values of comparable properties. Management's most recent external valuation of this property took place in February 2016. As this property is rented to a subsidiary and is carried at depreciated cost value, an updated external valuation was not sought at 31 December 2024. --- ## 6 Investments | | Investments in subsidiary undertakings Em | Loans to subsidiary undertakings Em | Total Em | | --- | --- | --- | --- | | Cost | | | | | At 1 January 2024 | 596.4 | 2.1 | 598.5 | | Additions | 18.8 | - | 18.8 | | Share-based payments | 5.0 | - | 5.0 | | At 31 December 2024 | 620.2 | 2.1 | 622.3 | | Amounts provided | | | | | At 1 January 2024 | 55.7 | 2.1 | 57.8 | | Reversed during the year | (49.7) | - | (49.7) | | At 31 December 2024 | 6.0 | 2.1 | 8.1 | | Net book value | | | | | At 31 December 2024 | 614.2 | - | 614.2 | | At 31 December 2023 | 540.7 | - | 540.7 | During the year, the Company made an investment of $£ 18.8 \mathrm{~m}$ into Computacenter Holdings Inc., a wholly-owned US subsidiary, by way of a capital contribution. The carrying values of investments are reviewed annually or when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses if such indicators exist at the end of each reporting period by considering external and internal factors, including whether the carrying amount of an investment exceeds the investee's net assets or if a dividend exceeds the total comprehensive income of the investee. The Company also evaluates its investments annually for any indicators of impairment reversal. During the year, the Company observed an improvement in the forecast working capital of Computacenter France SAS, a wholly owned subsidiary. This enhancement has positively impacted the recoverable amount of the investment, based on a value-in-use calculation, leading to a reversal of the previously recognised impairment loss. However, it is important to note that the value-in-use is sensitive to future changes in working capital requirements of the subsidiary and Computacenter Group's informal cash pooling arrangements. The Company has determined that an impairment reversal of $£ 49.7 \mathrm{~m}$ should be recognised in 2024, which has been included within the current year's profit of $£ 134.8 \mathrm{~m}$. The discount rate used in the estimates of value in use for Computacenter France SAS was 10.1\% (previous estimate: $12.2 \%$ ). Details of the principal investments at 31 December in which the Company holds more than $20 \%$ of the nominal value of ordinary share capital are given in note 18 to the Consolidated Financial Statements. ## 7 Trade and other payables | | 2024 Em | 2023 Em | | --- | --- | --- | | Accruals | 0.2 | - | | Amount owed to subsidiary undertaking | 292.0 | 65.8 | | | 292.2 | 65.8 | Amount owed to subsidiary undertaking is repayable on demand. The movement during the year is mainly due to the share buyback programme and equity dividends. ## 8 Issued share capital and reserves Share capital | Issued and fully paid | 71st ordinary shares No. '000 | 0.01p deferred shares No. '000 | Total Em | | --- | --- | --- | --- | | At 1 January 2023 | 122,688 | - | 9.3 | | Deferred shares issued during the year for the capitalisation of reserves | - | 10,895,383.8 | 109.0 | | Deferred shares capital reduction | - | $(10,895,383.8)$ | $(109.0)$ | | At 31 December 2023 | 122,688 | - | 9.3 | | Cancellation of shares - share buyback programme | $(5,000)$ | - | $(0.4)$ | | At 31 December 2024 | 117,688 | - | 8.9 | ## Share buyback programme The Company announced on 26 July 2024 that it would return up to $£ 200.0 \mathrm{~m}$ to shareholders via a share buyback programme (the programme) which would end on or before 30 June 2025, with its sole purpose being to reduce the Company's share capital. On 26 July 2024, the Company commenced repurchases of up to 11,414,110 of its ordinary shares under the programme. A total of 7,897,178 shares were purchased, at a volume weighted average price per share of 2,516.19p, for a total cost of $£ 198.7 \mathrm{~m}$, which has been reflected as a debit to 'Own shares held'. The Company holds the shares repurchased pursuant to the programme as treasury shares. --- ## 8 Issued share capital and reserves continued Subsequently, 5,000,000 treasury shares were cancelled. This resulted in a decrease in share capital and an increase in capital redemption reserve by $£ 0.4 \mathrm{~m}$, which represents the nominal value of the cancelled shares. The programme was concluded on 30 October 2024. ## Expenses relating to share buyback programme Expenses relating to the share buyback programme of $£ 1.5 \mathrm{~m}$ have been accounted for as a deduction from retained earnings (equity), since they represent incremental costs directly attributable to the share buyback programme. These include stamp duty, regulatory fees and amounts paid to legal and other professional advisors. ## Capital redemption reserve The capital redemption reserve is used to maintain the Company's capital following the purchase and cancellation of its own shares. As detailed above, the Company cancelled 5,000,000 of its shares held in treasury, resulting in a credit of $£ 0.4 \mathrm{~m}$ (2023: nil). Other than the share buyback programme, the Company did not repurchase its own shares for cancellation (2023: nil). ## Merger reserve The merger reserve of $£ 55.9 \mathrm{~m}$ was created on acquisition of Computacenter (UK) Limited on 14 October 1995 by Computacenter plc. Immediately following the acquisition, this merger reserve was reduced to nil in the Group's Consolidated Financial Statements, due to the write off of goodwill arising on the consolidation of Computacenter (UK) Limited. As disclosed in the 2023 Annual Report and Accounts, the issued share capital of the Company was increased by $£ 109.0 \mathrm{~m}$ by the issue of deferred shares of 0.01 p each (the new deferred shares). The new deferred shares were issued through capitalisation of the merger reserves and the dividend in specie made to the Company by Computacenter (UK) Limited in December 2020, in respect of shares in Pivot Technology Solutions, Ltd. This reduced the Company's merger reserve of $£ 55.9 \mathrm{~m}$ to nil. The new deferred shares were then subject to a capital reduction that became effective on 21 June 2023, following the necessary regulatory filings, which created distributable reserves within the Company for $£ 109.0 \mathrm{~m}$. ## 9 Borrowings ## Credit facility On 9 December 2022, Computacenter Group entered into an unsecured multi-currency revolving loan facility of $£ 200.0 \mathrm{~m}$ in order to rationalise its treasury operations. The facility had a term of five years plus two one-year extension options exercisable on the first and second anniversary of the facility. The Group has exercised the two extension options on the first and second anniversary, extending the term to seven years with a revised expiry of 8 December 2029. The Company paid arrangement fees of $£ 2.5 \mathrm{~m}$, which are included within prepayments on the Balance Sheet and are being amortised over the term of the facility. The balance outstanding against this facility as at 31 December 2024 was nil (2023: nil). ## 10 Auditor's remuneration All auditor's remuneration is borne by Computacenter (UK) Ltd, a wholly-owned UK subsidiary of the Company. The amount payable to the auditor in respect of the audit of the Company is $£ 0.9 \mathrm{~m}$ (2023: $£ 1.1 \mathrm{~m}$ ). The Company is exempt from providing details of non-audit fees as it prepares Consolidated Financial Statements in which the details are required to be disclosed on a consolidated basis (see note 7 to the Consolidated Financial Statements). ## 11 Employee costs The average number of Directors employed during the year was 2 (2023: 2), who are remunerated through other Group companies. The Company has no other employees. ## 12 Dividends paid and proposed | | 2024 p/share | 2024 $£ \mathrm{~m}$ | 2023 p/share | 2023 $£ \mathrm{~m}$ | | --- | --- | --- | --- | --- | | Amounts recognised as distributions to owners in the financial year | | | | | | Equity dividends on ordinary shares: | | | | | | Paid prior financial year dividend | 47.4 | 53.5 | 45.8 | 51.9 | | Paid interim dividend | 23.3 | 25.4 | 22.6 | 25.4 | | | 70.7 | 78.9 | 68.4 | 77.3 | | Proposed (not recognised as a liability as at 31 December) | | | | | | Equity dividends on ordinary shares: | | | | | | Proposed final dividend at financial year end | 40.7 | 43.2 | 47.4 | 54.1 | ## 13 Distributable reserves Dividends are paid from the standalone balance sheet of the Company, and as at 31 December 2024 the distributable reserves were approximately $£ 319.8 \mathrm{~m}$ (2023: $£ 474.1 \mathrm{~m}$ ). --- # Group five-year financial review ## Group five-year summary results Year ended 31 December | | 2020 Em | 2021 Em | 2022 Em | 2023 Em | 2024 Em | | --- | --- | --- | --- | --- | --- | | Revenue | 5,441.3 | 5,034.5* | 6,470.5 | 6,922.8 | 6,964.8 | | Adjusted operating profit | 206.4 | 262.8 | 269.1 | 271.5 | 246.7 | | Adjusted profit before tax | 200.5 | 255.6 | 263.7 | 278.0 | 254.0 | | Profit for the year | 154.2 | 186.5 | 184.2 | 199.4 | 171.9 | | Adjusted diluted earnings per share | 126.4 p | 165.6 p | 169.7 p | 174.8 p | 159.9 p | | Adjusted net funds | 188.6 | 241.4 | 244.3 | 459.0 | 482.2 | | Average number of employees | 16,086 | 17,980 | 19,370 | 20,308 | 20,314 | | Average number of full-time equivalents | 16,764 | 17,496 | 18,708 | 19,576 | 19,571 | - Revenue for the year ended 31 December 2021 has been restated to reflect the change in revenue recognition policies relating to software licences and third-party services agreements resold on a standalone basis, following the finalisation of an agenda decision by the IFRS Interpretation Committee. ## Group five-year summary balance sheet As at 31 December | | 2020 Em | 2021 Em | 2022 Em | 2023 Em | 2024 Em | | --- | --- | --- | --- | --- | --- | | Tangible assets | 107.0 | 90.0 | 94.1 | 96.1 | 90.7 | | Right-of-use assets | 129.6 | 138.1 | 119.4 | 104.5 | 119.0 | | Intangible assets | 274.7 | 273.7 | 342.1 | 322.4 | 317.5 | | Investment in associate | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | | Deferred tax asset | 10.1 | 30.2 | 11.3 | 11.6 | 6.3 | | Non-current trade and other receivables | - | - | 9.9 | 21.1 | 32.7 | | Non-current prepayments | 23.6 | 16.6 | 19.4 | 10.3 | 7.7 | | Inventories | 211.3 | 341.3 | 417.7 | 216.0 | 307.2 | | Trade and other receivables (including income tax receivables) | 1,105.9 | 1,263.5 | 1,698.4 | 1,510.6 | 1,677.2 | | Prepayments and accrued income | 228.2 | 251.1 | 259.7 | 291.6 | 309.8 | | Derivative financial instruments | 1.6 | 3.6 | 7.5 | 2.5 | 8.2 | | Cash and short-term deposits | 309.8 | 285.2 | 264.4 | 471.2 | 489.6 | | Current liabilities | $(1,586.2)$ | $(1,763.2)$ | $(2,210.6)$ | $(1,976.6)$ | $(2,409.7)$ | | Non-current liabilities | $(184.8)$ | $(185.4)$ | $(161.4)$ | $(132.0)$ | $(137.3)$ | | Net assets | 630.9 | 744.8 | 872.0 | 949.4 | 819.0 | --- # Corporate information | Financial calendar | | | --- | --- | | Event | Date | | AGM | 15 May 2025 | | Ex-dividend date | 5 June 2025 | | Dividend record date | 6 June 2025 | | Dividend payment date | 4 July 2025 | | Interim results announcement | 9 September 2025 | ## Board of Directors Pauline Campbell (Non-Executive Chair) Mike Norris (Chief Executive Officer) Chris Jehle (Chief Financial Officer) ${ }^{1}$ Philip Hulme (Non-Executive Director) Kelly Kuhn (Non-Executive Director) ${ }^{2}$ Simon McNamara (Non-Executive Director) ${ }^{3}$ Ljiljana Mitic (Non-Executive Director) Peter Ogden (Non-Executive Director) ${ }^{4}$ Ros Rivaz (Non-Executive Director) ${ }^{5}$ Peter Ryan (Non-Executive Director) ${ }^{6}$ Adam Walker (Senior Independent Director) ${ }^{8}$ René Carayol (Non-Executive Director) 1. Stepped down on 16 December 2024 2. Appointed on 30 September 2024 3. Appointed on 9 January 2025 4. Stepped down on 30 September 2024 5. Stepped down on 14 May 2024 6. Appointed on 30 August 2024 ## Principal bankers ## Barclays Bank plc 1 Churchill Place Canary Wharf London E14 5HP United Kingdom Tel: +44 (0) 3457345345 HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Tel: +44 (0) 3457404404 ## Auditor Grant Thornton UK LLP 30 Finsbury Square London EC2A 1AG United Kingdom Tel: +44 (0) 2073835100 ## Company Secretary Simon Pereira ## Registered office Hatfield Avenue Hatfield Hertfordshire AL10 9TW United Kingdom Tel: +44 (0) 1707631000 ## Stockbrokers and investment bankers J.P. Morgan 25 Bank Street Canary Wharf London E14 5JP United Kingdom Tel: +44 (0) 2077424000 ## Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom Tel: +44 (0) 2070298000 ## Registrar and transfer office ## Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom Tel: +44 (0) 3713842027 ## Solicitor ## Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom Tel: +44 (0) 2074562000 ## Company registration number 03110569 ## Website www.computacenter.com --- # Principal offices ## UK and Group headquarters ## Computacenter plc Hatfield Avenue Hatfield Hertfordshire AL10 9TW United Kingdom Tel: +44 (0) 1707631000 ## Belgium Computacenter NV/SA Ikaroslaan 31 B-1930 Zaventem Belgium Tel: +32 (0) 27049411 ## France Computacenter France SAS 229 rue de la Belle Étoile ZI Paris Nord II BP 52387 95943 Roissy CDG Cedex France Tel: +33 (0) 148174100 ## Germany Computacenter AG \& Co. aHG Tölzer Str. 1 81379 München Germany Tel: +49 (0) 22735970 ## Computacenter AG Schildergasse 84 A 50667 Köln Germany Tel: +49 (0) 2214207430 ## Computacenter Germany AG \& Co. aHG Werner-Eckert-Str. 16-18 81829 München Germany Tel: +49 (0) 89457120 ## Hungary Computacenter Services Kft Haller Gardens, Building D. 1st Floor Soroksári út 30-34 Budapest 1095 Hungary Tel: +3617777488 ## India Computacenter India Private Limited, Bren Artimus, 89/8-1 Dr. M.H. Marigowda Road Hosur Road, Adugodi Bengaluru, 560029 India Tel: +91 9538611122 ## Japan Computacenter Japan K.K. Cross Office Mita 601 5-29-20 Shiba Minato-ku Tokyo Japan Tel: +81 368093032 ## Malaysia Computacenter Services [Malaysia] Sdn Bhd Level 12, Tower 4, Puchong Financial Corporate Centre Jalan Puteri 1/2, Bandar Puteri 47100 Puchong Selangor Darul Ehsan Malaysia Tel: +60377249626 ## Mexico Computacenter México S.A. de C.V. Av. Paseo de la Reforma, No. 412-5 Col. Juárez Delegación Cuauhtémoc CP 06600 México City México Tel: +52 (55) 68440700 ## Netherlands Computacenter B.V. Gandel 1 1186 MJ Amstelveen Netherlands Tel: +31 (0) 884358000 ## Romania Computacenter Services S.R.L. Stables Office 20A Onisifor Ghibu Record Park Cluj-Napoca, CJ 400185 Romania ## South Africa Computacenter [Pty] Ltd Building 1 Klein D'Aria Estate 97 Jip de Jager Drive Bellville, 7530 Cape Town South Africa Tel: +27 (0) 219574900 ## Spain Computacenter Services [Iberia] S.L.U. Carrer de Sancho De Avila 52-58 08018 Barcelona Spain Tel: +34936207000 ## Switzerland Computacenter AG Riedstrasse 14 CH-8953 Dietikon Switzerland Tel: +41 (0) 433224080 ## United States of America Computacenter United States, Inc. 1 University Avenue Suite 102, Westwood MA 02090 United States of America Tel: +1 800-228-8324 --- # Glossary 229 Alternative performance measures 231 Terminology 232 Disclaimer: Forward-looking statements --- # Alternative performance measures Alternative performance measures are used by the Group to understand and manage performance. These are not defined under International Financial Reporting Standards (IFRS) or UK-adopted International Accounting Standards (UK-IFRS) and are not intended to be a substitute for any IFRS or UK-IFRS measures of performance. They have been included as Management considers them to be important measures, alongside the comparable Generally Accepted Accounting Practice (GAAP) financial measures, in assessing underlying performance. Wherever appropriate and practical, we provide reconciliations to relevant GAAP measures. The table below sets out the basis of calculation of the alternative performance measures and the rationale for their use. | Measure | Description | Rationale | | --- | --- | --- | | Adjusted net funds and net funds | Adjusted net funds or adjusted net debt includes cash and cash equivalents, other short- or long-term borrowings and current asset investments. Following the adoption of IFRS 16, this measure excludes all lease liabilities recognised under IFRS 16. Net funds is adjusted net funds including all lease liabilities recognised under IFRS 16. | The Group excludes lease liabilities from its non-GAAP adjusted net funds measure, to allow an alternative view of the Group's overall liquidity position excluding the effect of the lease liabilities required to be capitalised under the IFRS 16 accounting standard. A table reconciling this measure, including the impact of lease liabilities, is provided within note 31 to the Consolidated Financial Statements. | | Measure | Description | Rationale | | --- | --- | --- | | Adjusted expense and profit measures | Adjusted administrative expense, adjusted operating profit or loss, adjusted profit or loss before tax, adjusted tax, adjusted profit or loss, adjusted earnings per share and adjusted diluted earnings per share are, as appropriate, each stated before: exceptional and other adjusting items, including gains or losses on business acquisitions and disposals, amortisation of acquired intangibles, utilisation of deferred tax assets (where initial recognition was as an exceptional item or a fair value adjustment on acquisition), and the related tax effect of these exceptional and other adjusting items. - Recurring items include purchase price adjustments, including amortisation of acquired intangible assets and adjustments made to reduce deferred income arising on acquisitions and acquisition-related items. Recurring items are adjusted each period, irrespective of materiality, to ensure consistent treatment. - Non-recurring items are those that Management judge to be one-off or non-operational, such as gains and losses on the disposal of assets, impairment charges and reversals, and restructuring related costs. | Adjusted measures exclude items which in Management's judgement need to be disclosed separately by virtue of their size, nature or frequency, to aid understanding of the performance for the year or comparability between periods. Adjusted measures allow Management and investors to compare performance without these recurring or non-recurring items. Management does not consider these items when reviewing the underlying performance of a Segment or the Group as a whole. A reconciliation to adjusted measures is provided on page 033 of the financial review, which details the impact of exceptional and other adjusted items when compared to the non-GAAP financial measures, in addition to those reported in accordance with IFRS. Further detail is provided within note 4 to the Consolidated Financial Statements. | | Constant currency | We evaluate the long-term performance and trends within our strategic KPIs on a constantcurrency basis. The performance of the Group and its overseas Segments are also shown, where indicated, in constant currency. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. | We believe providing constant currency information gives valuable supplemental detail regarding our results of operations, consistent with how we evaluate our performance. | --- | Measure | Description | Rationale | | --- | --- | --- | | Free cash flow | Free cash flow is cash flow from operations minus net interest received, interest and payments related to lease liabilities, income tax paid and gross capital expenditure. | Free cash flow measures the cash generated by the operating activities during the period that is available to repay debt, undertake acquisitions or distribute to shareholders. | | Gross invoiced income and IFRS revenue | Gross invoiced income is based on the value of invoices raised to customers, net of the impact of credit notes and excluding VAT and other sales taxes. Gross invoiced income includes all items recognised on an 'agency' basis within revenue, on a gross income billed to customers basis, as adjusted for deferred and accrued revenue. A reconciliation of revenue to gross invoiced income is provided within note 4 to the Consolidated Financial Statements. IFRS revenue refers to revenue recognised in accordance with International Financial Reporting Standards, including IFRS 15 'Revenue from Contracts with Customers' and IFRS 16 'Leases'. | Gross invoiced income reflects the cash movements to assist Management and the users of the Annual Report and Accounts in understanding revenue growth on a 'principal' basis and to assist in their assessment of working capital movements in the Consolidated Balance Sheet and Consolidated Cash Flow Statement. This measure allows an alternative view of growth in adjusted gross profit, based on the product mix differences and the accounting treatment thereon. | | Measure | Description | Rationale | | --- | --- | --- | | Organic revenue and profit measures | In addition to the adjustments made for adjusted measures, organic measures: - exclude the contribution from discontinued operations, disposals and assets held for sale of standalone businesses in the current and prior period; - exclude the contribution from acquired businesses until the year after the first full year following acquisition; and - adjust the comparative period to exclude prior-period acquired businesses if they were acquired part-way through the prior period. Acquisitions and disposals where the revenue and contribution impact would be immaterial are not adjusted. | Organic measures allow Management and investors to understand the like-for-like revenue and current-period margin performance of the underlying business. There have been no material acquisitions since 1 January 2023. Therefore, the result for the year did not have any benefit within revenue or adjusted profit before tax. The results of any acquisitions would be excluded where narrative discussion refers to 'organic' growth in future announcements. | | Product order backlog | The total value of committed outstanding purchase orders placed with our technology vendors against non-cancellable sales orders received from our customers for delivery within 12 months, on a gross invoiced income basis. | The Technology Sourcing backlog, alongside the Managed Services contract base and the Professional Services forward order book, gives us visibility of future revenues in these areas. | | Return on capital employed (ROCE) | ROCE is calculated as adjusted operating profit, divided by capital employed, which is the closing total net assets excluding adjusted net funds. | This is an indicator of the current period financial return on the capital invested in the Group. | --- # Terminology | Term | Meaning | | --- | --- | | Annual reporting and financial terminology | | | AGM | Annual General Meeting | | CAGR | Compound Annual Growth Rate | | CGU | Cash-Generating Unit | | DTR | Disclosure Guidance and Transparency Rules | | EBITDA | Earnings Before Interest Taxes Depreciation and Amortisation | | EBT | Employee Benefit Trust | | EPS | Earnings Per Share | | ETR | Effective Tax Rate | | EU | European Union | | H1/H2 | First half/second half of the year | | IFRS | International Financial Reporting Standards | | KPI | Key Performance Indicator | | LTIP | Long Term Incentive Plan | | OECD | Organisation for Economic Co-operation and Development | | PBT | Profit Before Tax | | PSP | Performance Share Plan | | \% | per cent | | m | millions | | p | pence | | Term | Meaning | | --- | --- | | Technology terminology | | | AI | Artificial Intelligence | | CRM | Customer Relationship Management | | DaaS | Device as a Service | | DC | Data Center | | ERP | Enterprise Resource Planning | | SaaS | Software as a Service | | Computacenter terminology | | | BITS | Business IT Source Holdings, Inc. | | Company | Computacenter plc | | Emerge | Emerge 360 Japan k.k [Emerge] and subsidiaries | | Group | The term Group refers to Computacenter plc and its subsidiaries | | ITL | ITL logistics GmbH | | MS | Managed Services | | ONE CC | Computacenter intranet site | | Our Purpose | Computacenter plc Purpose Statement | | Pivot | Pivot Technology Solutions Ltd. and subsidiaries | | PS | Professional Services | | Public sector | Central and local government | | RDC | R.D. Trading Ltd, our Circular Services business | | Segments | IAS8 Reporting Segments | | Services | Managed Services and Professional Services that Computacenter delivers | | TS | Technology Sourcing | | VAR | Value-added reseller | | Term | Meaning | | --- | --- | | Management terminology | | | CED | Chief Executive Officer | | CFO | Chief Financial Officer | | ED | Executive Director | | ELT | Executive Leadership Team | | HR | Human Resources | | Management | The Group Executive Management Team | | NED | Non-Executive Director | | ESG terminology | | | CDP | Carbon Disclosure Project | | DAI | Diversity and Inclusion | | ESG | Environmental, Social and Governance | | GHG | Greenhouse Gas | | STEM | Science, technology, engineering, and mathematics | | TCFD | Task Force on Climate-Related Financial Disclosures | --- # Disclaimer: forward-looking statements This Annual Report and Accounts includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'anticipates', 'believes', 'estimates', 'expects', 'intends', 'may', 'plans', 'projects', 'should' or 'will', or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and Accounts and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, amongst other things, results of operations, prospects, growth, strategies and expectations of its respective businesses. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations and the development of the markets and the industry in which it operates or are likely to operate and its respective operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this Annual Report and Accounts. In addition, even if the results of operations and the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this Annual Report and Accounts, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, those risks in the risk factor section of this Annual Report and Accounts, as well as general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations or advancements in research and development. Forward-looking statements speak only as of the date of this Annual Report and Accounts and may, and often do, differ materially from actual results. Any forward-looking statements in this Annual Report and Accounts reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Neither Computacenter plc nor any of its subsidiaries undertakes any obligation to update the forward-looking statements to reflect actual results or any change in events, conditions or assumptions or other factors unless otherwise required by applicable law or regulation. --- # Design and production: Gather +44 (0) 2076106140 www.gather.london ## CtrlPrint ![img-101.jpeg](img-101.jpeg) Printed on FSC ${ }^{\circledR}$ certified paper by an EMAS-certified printing company, with its Environmental Management System is certified to ISO 14001. 100\% of the inks used are vegetable oil based, $95 \%$ of press chemicals are recycled for further use and, on average, $99 \%$ of any waste associated with this production will be recycled. This Report is printed on Amadeus Silk paper and board. FSC ${ }^{\circledR}$ certified paper from well-managed forests and other controlled sources. --- Computacenter is a leading independent technology and services provider, trusted by large corporate and public sector organisations. We are a responsible business that believes in winning together for our people and our planet. We help our customers to Source, Transform and Manage their technology infrastructure to deliver digital transformation, enabling people and their business. Computacenter plc is a public company quoted on the London Stock Exchange (CCC.L) and a member of the FTSE 250. Computacenter employs over 20,000 people worldwide. ![img-102.jpeg](img-102.jpeg)