Final Results - Part 2

Rotork PLC 02 March 2005 PART 2 Notes to the Financial Statements for the year ended 31 December 2004 Except where indicated, values in these notes are in Â£'000 1. Accounting policies The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements of the Group and of the Company. Basis of accounting The financial statements have been prepared under the historical cost convention supplemented by the revaluations explained in note 11 to the financial statements and have been prepared in accordance with applicable accounting standards. The Group has fully implemented FRS 17, Retirement Benefits and UITF Abstract 38, Accounting for ESOP trusts in these financial statements. The comparative figures have been restated accordingly and the impact is explained further in notes 12, 20, 23 and 24. Consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings for the year to 31 December 2004. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired in the year are included in the consolidated profit and loss account from the date of acquisition. A separate profit and loss account dealing with the results of the Company only has not been presented, as permitted by section 230(4) of the Companies Act 1985. Goodwill Goodwill arising on consolidation represents the difference between the fair value of the consideration given and the fair value of the separable net assets acquired. Goodwill arising on the acquisition of subsidiaries is amortised on a straight line basis over 20 years. Foreign currencies Assets and liabilities of subsidiary undertakings in foreign currencies are translated into sterling at rates of exchange ruling at the end of the financial year and the results and cash flows of foreign subsidiary undertakings are translated at the average rate of exchange for the year. Differences on exchange arising from the retranslation of the opening net investment in subsidiary undertakings, and from the translation of the results of those undertakings at average rate, are taken to reserves and are reported in the statement of total recognised gains and losses. All other foreign exchange differences are taken to the profit and loss account in the year in which they arise. Depreciation and amortisation Freehold land is not depreciated. Long leasehold buildings are amortised over fifty years or the expected useful life of the building where less than fifty years. Other assets are depreciated by equal annual instalments by reference to their estimated useful lives and residual values at the following annual rates: Freehold buildings - 2% to 4% Short leasehold buildings - period of lease Machinery, plant and equipment - 10% to 30% Leases Where fixed assets are financed by leasing agreements, which give rights approximating to ownership, the assets are treated as if they had been purchased and the capital element of the leasing commitments is shown as obligations under finance leases. The rentals payable are apportioned between interest, which is charged to the profit and loss account, and capital, which reduces the outstanding obligation so as to give a constant rate of charge on the outstanding lease obligations. Costs in respect of operating leases are charged as incurred on a straight line basis in arriving at the operating profit. Stocks and work in progress Stocks and work in progress are valued at the lower of cost on a 'first in, first out' basis and net realisable value. In respect of work in progress and finished goods, cost includes all production overheads and the attributable proportion of indirect overhead expenses. Deferred taxation Deferred tax is provided in full, without discounting, on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date at rates expected to apply when they crystallise based on current tax rates and law, except for the items explained below. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the assets or on unremitted earnings of subsidiaries where there is no commitment to remit those earnings. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Turnover Turnover represents gross sales made and services supplied in engineering, excluding value added tax and returns and allowances. Research and development Expenditure on research and development of the Group's products is written off against profits in the year in which it is incurred. Pensions The Group operates a number of pension arrangements worldwide. These include both defined benefit and defined contribution arrangements. The assets of all the arrangements are held separately from the assets of the Group in independently administered funds. The amounts charged against profits in respect of defined contribution arrangements are the contributions payable to those arrangements in the accounting period. For the defined benefit arrangements the assets are measured at market values. The liabilities are measured on the Projected Unit method, discounting at the current rate of return of a high quality corporate bond of the appropriate term and currency to the liability, as required under FRS17. Defined benefit scheme deficits are recognised in full and presented on the face of the balance sheet. The movement in the deficit is split between operating charges, financing items and actuarial gains and losses in the statement of recognised gains and losses. Derivative financial instruments The Group uses forward exchange contracts to reduce its exposure to foreign exchange risk. The Group does not hold or issue derivative financial instruments for speculative purposes. For a forward exchange contract to be treated as a hedge, the instrument must be related to actual foreign currency assets or liabilities or to a probable commitment. It must involve the same currency or similar currencies as the hedged item and must also reduce the risk of foreign currency exchange movements on the Group's operations. Gains and losses on foreign currency hedges are recognised in the profit and loss account when the hedged transaction is recognised. Notes to the Financial Statements 2. Analysis of turnover, profit and net assets Analysis by operation: 2004 2003 Turnover Profit before Profit Turnover Profit before Profit interest, tax before interest, tax before and goodwill interest and and goodwill interest and tax tax restated restated Electrics 109,345 26,713 26,315 105,594 25,202 24,746 Gears 17,806 3,218 2,767 16,264 2,913 2,468 Fluid system 23,802 3,121 2,677 18,838 2,086 1,682 Unallocated - (1,902) (1,902) (1,786) (1,786) Inter segmental elimination (4,070) - - (4,732) - - _____ _____ _____ _____ _____ _____ Continuing operations 146,883 31,150 29,857 135,964 28,415 27,110 Discontinued operations - - - - 597 597 _____ _____ _____ _____ _____ _____ 146,883 31,150 29,857 135,964 29,012 27,707 ==== ==== ==== ==== ==== ==== 2004 2003 Net assets Net assets restated Electrics 32,031 29,768 Gears 10,936 10,723 Fluid system 13,090 11,960 Unallocated 15,963 23,695 _____ _____ Net assets excluding pension liabilities - continuing operations 72,020 76,146 Pension liabilities and related deferred tax (13,885) (13,653) _____ _____ Net assets including pension liabilities 58,135 62,493 ==== ==== Analysis by geographical origin: 2004 2003 Turnover Profit before Profit Turnover Profit before Profit interest, tax before interest, tax before and interest and goodwill interest and and tax tax goodwill restated restated Europe 76,596 22,836 21,944 70,075 20,412 19,532 Americas 39,284 3,846 3,582 39,992 4,374 4,053 Rest of world 31,003 6,370 6,233 25,897 5,415 5,311 Unallocated - (1,902) (1,902) - (1,786) (1,786) _____ _____ _____ _____ _____ _____ Continuing operations 146,883 31,150 29,857 135,964 28,415 27,110 Discontinued operations - - - - 597 597 _____ _____ _____ _____ _____ _____ 146,883 31,150 29,857 135,964 29,012 27,707 ==== ==== ==== ==== ==== ==== 2. Analysis of turnover, profit and net assets (continued) 2004 2003 Net assets Net assets restated Europe 28,152 23,838 Americas 15,112 16,683 Rest of world 12,793 11,930 Unallocated 15,963 23,695 _____ _____ Net assets excluding pension liabilities - continuing operations 72,020 76,146 Pension liabilities and related deferred tax (13,885) (13,653) _____ _____ Net assets including pension liabilities 58,135 62,493 ==== ==== Analysis of turnover by destination: Europe 66,036 62,354 Americas 41,704 41,557 Rest of world 39,143 32,053 _____ _____ 146,883 135,964 ==== ==== All turnover and operating profit for both the year under review and the prior year are from continuing operations. The 2003 profit before interest and tax has been restated to identify central costs separately rather than present them within the business or geographic segments. Unallocated net assets comprise cash less proposed dividends. 3. Non operating items Profit on disposal of fixed assets - 597 The freehold premises formerly occupied by Rotork Control and Safety, the trade and assets of which were sold in November 2002, was sold in April 2003 for consideration of Â£1,675,000. This profit on disposal is not taxable as it is offset by capital losses brought forward. 4. Interest and similar items Interest receivable and similar income Short term deposits 776 754 Other 73 87 _____ _____ 849 841 Interest payable and similar charges Bank loans and overdrafts (70) (39) Other (66) (41) _____ _____ (136) (80) Other finance costs Interest on pension scheme liabilities (3,556) (3,100) Expected return on pension scheme assets 3,477 2,800 _____ ______ (79) (300) Net interest receivable and similar items 634 461 ==== ==== 5. Profit on ordinary activities before taxation Profit on ordinary activities before taxation is stated after charging or (crediting) the following: 2004 2003 restated Depreciation and other amounts written off tangible fixed assets: owned assets 2,497 2,220 assets held under finance lease contracts 80 66 Amortisation of goodwill 1,293 1,305 Research and development expenditure 2,434 2,071 Hire of plant and machinery 538 604 Other operating lease rentals 619 601 Exchange differences realised (411) (244) Auditors: Audit fees and expenses 206 239 Other fees paid to KPMG Audit Plc and its associates analysed between: further assurance services 15 6 taxation services 41 60 other 61 48 The auditors' remuneration in respect of the Company was Â£34,000 (2003: Â£31,000) 6. Tax on profit on ordinary activities Current tax: UK Corporation tax on profits for the year 6,258 6,520 Double tax relief (1,995) (2,566) Adjustment in respect of prior years 156 (22) _____ _____ 4,419 3,932 _____ _____ Overseas tax on profits for the year 5,879 5,700 Adjustment in respect of prior years 21 (59) _____ _____ 5,900 5,641 _____ _____ Total current tax 10,319 9,573 _____ _____ Deferred tax: Origination and reversal of timing differences 212 (138) Adjustment to estimated recoverable amounts of deferred tax assets arising in previous 60 34 periods _____ _____ Total deferred tax 272 (104) _____ _____ Tax charge on profit on ordinary activities 10,591 9,469 ==== ==== Effective tax rate (based on profit before tax and goodwill) 33.3% 32.1% 6. Tax on profit on ordinary activities (continued) 2004 2003 restated Profit before tax 30,491 28,168 Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 9,147 8,450 30% (2003: 30%) Effects of: Timing differences (212) 138 Non deductible expenses 150 133 Unrelieved /(utilisation of) losses 25 (490) Higher tax rates on overseas earnings 644 1,030 Goodwill amortisation 388 392 Adjustments to tax charge in respect of prior periods 177 (80) _____ _____ Current tax charge for period 10,319 9,573 ==== ==== The Group continues to expect its effective rate of corporation tax to be slightly higher than the standard UK rate due to higher rates of tax in the US, Canada, France, Germany, Italy and India. No deferred tax is recognised on the unremitted earnings of overseas subsidiaries. As the unremitted earnings are continually reinvested by the Group, no tax is expected to be payable on them in the foreseeable future. 7. Dividends Additional interim paid 5.85p per ordinary share 5,056 - Interim paid 5.35p per ordinary share (2003: 5.25p) 4,592 4,445 Final proposed 9.70p per ordinary share (2003: 9.50p) 8,303 8,142 _____ _____ Ordinary dividends on equity shares 17,951 12,587 9.5% cumulative preference dividend on non-equity shares 4 5 _____ _____ 17,955 12,592 ==== ==== 8. Earnings per share Earnings per share is calculated for both the current and previous years using the profit attributable to the ordinary shareholders for the year. The earnings per share calculation is based on 85.8 million shares (2003 restated: 85.7 million shares) being the weighted average number of ordinary shares in issue for the year. The adjusted earnings per share is based on the profit for the year attributable to the ordinary shareholders before the amortisation of goodwill. The adjusted numbers provide a more consistent measure of operating performance. Diluted earnings per share is based on the profit for the year attributable to the ordinary shareholders and 86.4 million shares (2003 restated: 86.1 million shares). The number of shares is equal to the weighted average number of ordinary shares in issue adjusted to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares: those 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 and contingently issuable shares awarded under the Long-Term Incentive Plan. 2004 2003 restated Profit for the financial year attributable to ordinary shareholders 19,896 18,694 Amortisation of goodwill 1,293 1,305 _____ _____ Adjusted profit 21,189 19,999 Basic earnings per share based on profit for the financial year 23.2p 21.8p Basic earnings per share based on adjusted profit 24.7p 23.3p Diluted earnings per share 23.0p 21.7p 9. Directors and employees 2004 2003 No. No. During the year, the average weekly number of employees, analysed by business activity, was: Electrics 865 846 Gears 124 128 Fluid system 151 139 _____ _____ 1,140 1,113 ==== ==== UK 419 420 Overseas 721 693 _____ _____ 1,140 1,113 ==== ==== Â£'000 Â£'000 Staff costs during the year were: restated Wages and salaries 28,442 27,321 Social security costs 2,950 2,688 Pension costs 2,035 1,934 _____ _____ 33,427 31,943 ==== ==== 9. Directors and employees (continued) Directors' interests The interests of the directors in the ordinary share capital of the Company according to the register required to be kept by section 325 of the Companies Act 1985, at 31 December were as follows: No. No. RC Lockwood - - JW Matthews 10,600 10,000 A Walker 5,000 5,000 GE Malcolm 29,430 27,025 WH Whiteley 87,478 86,321 RE Slater 20,911 19,642 RH Arnold 14,384 12,925 All interests were beneficial and include directors' directly held and family share interests. The beneficial interests at 31 December included the following ordinary shares held under the Rotork Share Incentive Plan (SIP), and the Rotork Profit-Linked Share Plan (PLSS) in trust: GE Malcolm 3,693 3,404 WH Whiteley 4,159 4,407 RE Slater 3,623 3,250 *RH Arnold 2,841 2,601 *RH Arnold participates in the Rotork Overseas Profit-Linked Share Scheme (OPLSS), and the figures shown for RH Arnold for 2004 and the prior year relate solely to OPLSS. Details of directors remuneration and allocations to directors in 2004 and further details of the SIP and OPLSS schemes are provided in the remuneration report on pages 17 to 22. The only changes in the directors interests post year end relate to shares purchased by the UK based directors monthly under the Rotork SIP partnership plan to a maximum Â£125 per month. Save as disclosed, no director or his family had any interest in the shares of the Company at 31 December 2004. 10. Intangible fixed assets Group Goodwill Cost At 1 January 2004 25,919 Exchange differences (269) Goodwill arising on acquisition 671 _____ At 31 December 2004 26,321 Aggregate amortisation At 1 January 2004 6,862 Exchange differences (8) Charge for the year 1,293 _____ At 31 December 2004 8,147 Net book amount at 31 December 2004 18,174 ==== Net book amount at 31 December 2003 19,057 ==== 11. Tangible fixed assets Group Company Machinery Machinery Land and plant and Land and plant and buildings equipment Total buildings equipment Total Cost or valuation At 1 January 2004 10,490 17,544 28,034 840 13 853 Exchange differences (158) (221) (379) 16 - 16 Additions 939 2,307 3,246 785 - 785 Disposals (173) (882) (1,055) (173) - (173) Acquisition of subsidiary - 32 32 - - - _____ _____ _____ _____ _____ _____ At 31 December 2004 11,098 18,780 29,878 1,468 13 1,481 ==== ==== ==== ==== ==== ==== Depreciation At 1 January 2004 3,078 11,316 14,394 173 10 183 Exchange differences (23) (132) (155) 2 - 2 Charge for year 333 2,244 2,577 30 3 33 Disposals (24) (791) (815) (24) - (24) _____ _____ _____ _____ _____ _____ At 31 December 2004 3,364 12,637 16,001 181 13 194 ==== ==== ==== ==== ==== ==== Net book value 7,734 6,143 13,877 1,287 - 1,287 at 31 December 2004 ==== ==== ==== ==== ==== ==== At 31 December 2003 7,412 6,228 13,640 667 3 670 _____ _____ _____ _____ _____ _____ The net book value of the Group's plant and machinery includes Â£186,000 (2003: Â£144,000) in respect of assets held under finance leases and hire purchase contracts. Group Group 2004 2003 Land and buildings stated in accordance with the historical cost convention were: Cost 9,421 8,812 Depreciation (2,680) (2,457) _____ _____ Net book value at 31 December 6,741 6,355 ==== ==== Net book value of land and buildings can be analysed between: Group Group Company 2004 Company 2003 2004 2003 Freehold land 1,095 1,117 60 82 Freehold buildings 5,195 4,733 1,227 585 Long leasehold 1,439 1,557 - - Short leasehold 5 5 - - _____ _____ _____ _____ Net book value at 31 December 7,734 7,412 1,287 667 ==== ==== ==== ==== 11. Tangible fixed assets (continued) The cost or valuation figure of Â£11,098,000 (2003: Â£10,490,000) included the following properties at the revalued amounts shown. The year of revaluation is also given. 2004 2003 Bath freehold, 1991 105 105 Bath leasehold, 1991 2,245 2,245 Spain freehold, 1997 284 284 _____ _____ 2,634 2,634 ==== ==== The revaluation of the Bath properties was based on the market value for the existing use. Under a statutory option the Spanish property was revalued using the retail price index on 1 January 1997. 12. Investments (held as fixed assets) Investments previously shown in the Group balance sheet represented shares held for future payments under the Share Incentive Plan and Long-Term Incentive Plan. Under UITF 38 these have now been reclassified as a deduction from reserves. Further details are set out in note 20. Investments in the Company balance sheet: Investment in subsidiary undertaking At 1 January 2004 1,398 Prior year adjustment (see note 24) (341) _____ At 1 January 2004 as restated 1,057 ==== At 31 December 2004 1,057 ==== A listing of the major investments is included in the directory on pages 51 to 53. 13. Stocks and work in progress Group Group 2004 2003 Raw materials and purchased components 14,590 12,436 Work in progress 3,585 3,077 Finished stocks 2,840 3,057 _____ _____ 21,015 18,570 ==== ==== 14. Debtors Group Group Company Company 2003 2004 restated 2004 2003 Amounts falling due within one year: Trade debtors 34,060 28,973 - - Amounts owed by subsidiary undertakings - - 34,991 14,635 Other debtors 1,345 687 297 144 Prepayments and accrued income 1,180 1,125 9 142 Corporation tax 2,176 1,226 414 473 Deferred taxation 917 955 425 247 _____ _____ _____ _____ 39,678 32,966 36,136 15,641 ==== ==== ==== ==== Amounts falling due after more than one year: Amounts owed by subsidiary undertakings - - - 99 Other debtors 489 486 - - _____ _____ _____ _____ 489 486 - 99 _____ _____ _____ _____ 40,167 33,452 36,136 15,740 ==== ==== ==== ==== A deferred tax asset of Â£917,000 has been recognised at 31 December 2004 (2003: Â£955,000). This asset principally relates to other timing differences in the US of Â£472,000 and Rotork Controls in the UK of Â£227,000. The directors are of the opinion, based on recent and forecast trading that the level of UK and US profits in the current and future years make it more likely than not that the asset will be recovered. A deferred tax asset of Â£3.9 m (2003: Â£3.5m) has not been recognised in relation to capital losses (Â£2.2m) and certain tax credits, tax losses and other timing differences. These assets may be recovered if sufficient taxable or capital profits are made in future in the companies concerned. 15. Cash at bank and in hand Group Group Company Company 2004 2003 2004 2003 Cash at bank and in hand 7,469 4,833 45 47 Term deposits 17,829 27,420 13,731 25,227 _____ _____ _____ _____ 25,298 32,253 13,776 25,274 ==== ==== ==== ==== Cash flow analysis Group Group 2004 restated 2003 Reconciliation of operating profit to net cash flow from operating activities: Operating profit 29,857 27,110 Goodwill amortisation 1,293 1,305 Depreciation 2,577 2,286 (Profit) on sale of fixed assets (72) (29) Special pension contribution (5,000) - Difference between pension charge and cash contributions (633) (397) (Increase) in stocks (2,600) (969) (Increase) / decrease in debtors (6,228) 329 Increase in creditors and provisions 4,266 3,546 _____ _____ Net cash inflow from operating activities 23,460 33,181 ==== ==== 15. Cash at bank and in hand (continued) Reconciliation of net cash flow to movement in net funds 2004 2003 Increase in cash in the year 2,464 411 Cash flow from change in debt and lease financing (248) 88 Cash flow from change in short term deposits (9,485) 11,301 _____ _____ Change in net funds resulting from cash flows (7,269) 11,800 Translation difference (314) 44 _____ _____ Movement in net funds in the year (7,583) 11,844 Net funds at 1 January 31,887 20,043 _____ _____ Net funds at 31 December 24,304 31,887 ==== ==== Analysis of net funds At 1 January Other non-cash Exchange At 31 2004 movements movement December 2004 Cash flow Cash at bank and in hand 4,833 2,806 - (170) 7,469 Overdrafts (119) (342) - (12) (473) _____ _____ _____ _____ _____ 4,714 2,464 - (182) 6,996 Debt due within one year (55) (105) - (5) (165) Debt due after one year (68) (83) - (18) (169) Finance leases (124) 58 (118) (3) (187) Term deposits 27,420 (9,485) - (106) 17,829 _____ _____ _____ _____ _____ Total 31,887 (7,151) (118) (314) 24,304 ==== ==== ==== ==== ==== 16. Creditors: amounts falling due within one year Group Group Company Company 2004 2003 2004 2003 Bank loans and overdrafts 638 174 4,941 3,065 Net obligations under finance leases 88 63 - - _____ _____ _____ _____ Borrowings 726 237 4,941 3,065 Trade creditors 15,363 12,284 110 75 Bills of exchange 246 176 - - Amounts owed to subsidiary undertakings - - 1,058 1,058 Corporation tax 5,779 5,020 14 9 Other taxes and social security 1,709 1,452 11 10 Other creditors 2,800 2,254 2,050 1,465 Accruals and deferred income 8,752 8,192 129 138 Dividends payable 8,392 8,192 8,392 8,192 _____ _____ _____ _____ 43,767 37,807 16,705 14,012 ==== ==== ==== ==== Bank loans are secured by accepted letters of credit and corporate guarantees. Obligations under operating leases are shown under note 21. 17. Creditors: amounts falling due after more than one year Group Group 2004 2003 Bank loans 169 68 Finance lease obligations 99 61 _____ _____ 268 129 ==== ==== Bank loans are for overseas subsidiaries and are secured by accepted letters of credit. 18. Provisions for liabilities and charges Group Company Deferred taxation Warranty Other Total Other Total Balance at 1 January 2004 128 1,725 1,037 2,890 277 277 Exchange differences 39 (30) (15) (6) - - Utilised during the year - (362) (505) (867) - - Transfer to current assets (164) - - (164) - - Acquisition - - 54 54 - - Charged in the profit and loss account 272 230 67 569 - - _____ _____ _____ _____ _____ _____ Balance at 31 December 2004 275 1,563 638 2,476 277 277 ==== ==== ==== ==== ==== ==== Provisions should be utilised over a period not exceeding five years. The provision for product warranties reflects the anticipated costs that will be incurred in respect of unexpired warranties granted to customers. The amounts provided for deferred taxation are: Group Group Company Company restated 2004 2003 2004 2003 Difference between accumulated depreciation and capital allowances 284 329 77 74 Short term timing differences (926) (1,156) (127) (321) Pension liabilities (5,951) (5,850) - - _____ _____ _____ _____ (6,593) (6,677) (50) (247) ==== ==== ==== ==== Analysed between: Debtors (917) (955) (50) (247) Provisions for liabilities and charges 275 128 - - Pension liabilities (note 23) (5,951) (5,850) - - _____ _____ _____ _____ (6,593) (6,677) (50) (247) ==== ==== ==== ==== The majority of the pensions provision related to projected obligations under Rotork Controls Inc.'s Employee Benefit Plan. 19. Share capital Authorised Issued and fully paid-up 2004 2003 2004 2003 Non-equity 9.5% cumulative preference shares of Â£1 each 47 50 47 50 Equity ordinary shares of 5p each 5,449 5,449 4,300 4,292 _____ _____ _____ _____ 5,496 5,499 4,347 4,342 ==== ==== ==== ==== Number of equity ordinary shares of 5p each (thousands) 108,990 108,990 85,994 85,833 The preference shareholders take priority over the ordinary shareholders on a distribution in the winding-up of the Company or on a reduction of capital involving a return of capital. The holders of preference shares are entitled to vote at a general meeting of the Company if a preference dividend is in arrears for six months or the business of the meeting includes the consideration of a resolution for winding-up the Company or the alteration of the preference shareholders' rights. The only ordinary shares issued during the year were 161,137 (2003: 188,664) under The Rotork Employee Share Option Schemes at prices between 192p and 328p with a total consideration of Â£457,000. No shares were issued under The Rotork Share Incentive Plan or under The Overseas Profit-Linked Share Scheme during 2004. On 1 May 2004 options over 166,015 shares exercisable after three years (subject to satisfying performance criteria) at 3.87p were granted under The Rotork Employee Share Option Scheme (1995). On 8 October 2004 options over 162,357 shares were granted under the Rotork Sharesave Scheme at 319.6p. Of these options, 63,336 were exercisable after 3 years and 99,021 after 5 years. There were 528,941 (2003: 524,063) outstanding options under The Rotork Employee Share Option Schemes at 31 December 2004, exercisable at various prices between 192p and 387per ordinary share and between 2005 and 2014. The investment in own shares represents 130,671 (2003:135,819) ordinary shares of the Company held in trust for the benefit of directors and employees for future payments under the Share Incentive Plan and Long-Term Incentive Plan. The market value of these shares at 31 December 2004 was Â£540,000 (2003: 497,000). The dividends on these shares have been waived. 20. Equity reserves Group Share Capital Revaluation Profit and premium redemption reserve loss account account reserve At 1 January 2004 4,543 1,634 2,405 63,563 Prior year adjustments (note 24) - - - (13,994) _____ _____ _____ _____ At 1 January 2004 as restated 4,543 1,634 2,405 49,569 Profit retained - - - 1,945 Premium on new shares issued 450 - - - Actuarial loss net of deferred tax - - - (5,555) Purchase of own ordinary shares - - - (691) Shares awarded under share schemes - - - 702 Purchase of own preference shares - 3 - (5) Exchange differences - - - (1,212) _____ _____ _____ _____ At 31 December 2004 4,993 1,637 2,405 44,753 ==== ==== ==== ==== 20. Equity reserves (continued) 2004 2003 Profit and loss reserve excluding pension liability 58,638 63,222 Pension liability (13,885) (13,653) _____ _____ Profit and loss reserve 44,753 49,569 ==== ==== Company Share Capital premium redemption Profit and account reserve loss account At 1 January 2004 4,543 1,634 18,274 Prior year adjustments (note 24) - - (341) ____ ____ ____ At 1 January 2004 as restated 4,543 1,634 17,933 Profit retained - - 6,352 Premium on new shares issued 450 - - Purchase of own ordinary shares - - (691) Shares awarded under share schemes - - 702 Purchase of own preference shares - 3 (5) Exchange differences 6 _____ _____ _____ At 31 December 2004 4,993 1,637 24,297 ==== ==== ==== Profit for the financial year in the accounts of the Company is Â£24,308,000 (2003: Â£27,172,000) 21. Commitments Capital commitments at 31 December for which no provision has been made in these accounts were: Group Group 2004 2003 Contracted 332 489 ==== ==== Land and buildings Machinery, plant and equipment Operating lease rentals payable during the next year are as 2004 2003 2004 2003 follows: Commitments expiring: Within one year 81 21 96 72 Between two and five years 433 396 373 403 After five years 31 34 1 1 _____ _____ _____ _____ 545 451 470 476 ==== ==== ==== ==== 22. Acquisition of businesses Acquisition of Deanquip Valve Automation Pty Ltd in January 2004 Book value Accounting Fair value policy alignment Fixed assets 37 (5) 32 Stock 345 (97) 248 Debtors 19 (2) 17 Creditors and provisions (56) - (56) ____ ____ ____ 345 (104) 241 Goodwill added to the balance sheet 671 _____ Consideration paid including costs 912 ==== On 13 January 2004 the business and assets of Deanquip Valve Automation Pty Ltd were acquired for Â£818,000 from Deanquip Sales Pty Ltd. Â£692,000 was paid on completion and the remaining Â£126,000 paid in January 2005. Deanquip Valve Automation Pty Ltd was renamed Rotork Fluid System Pty Ltd in January 2005. 23. Pensions The Group operates a number of pension plans in the UK and overseas, devised in accordance with local conditions and practices. The assets of these schemes are held in separate trustee administered funds. The total pension cost for the Group was Â£2,035,000 (2003 restated: Â£1,934,000) of which Â£1,039,000 (2003: Â£878,000) related to the overseas schemes. Included in the total pension cost is Â£ 533,000 (2003: Â£412,000) in respect of defined contribution pension schemes. The pension cost relating to the principal scheme that covers the majority of UK employees is assessed in accordance with the advice of an independent qualified actuary using the projected unit method, under which the current service cost per member will increase as the members of the scheme approach retirement. The latest actuarial valuation of the principal UK scheme was as at 31 March 2004 and, for the purposes of accounting for FRS17, this has been adjusted to reflect the position at 31 December 2004 by a qualified independent actuary. The assumptions that have the most significant effect on the results of the valuations are those relating to the rate of return on investments and the rates of increase in salaries and pensions. It was assumed that the investment return would be 5.1% on post-retirement related investments and 7.2% on investments for pre-retirement liabilities, that salary increases would average 3.7% per annum and that present and future pensions would increase at a rate of 4.5% on service accrued until May 2000 and at 2.7% for service after that date. At the date of the latest actuarial valuation, the market value of the assets of the principal UK scheme was Â£48.8 million (excluding members' Additional Voluntary Contributions). The actuarial value of the assets was sufficient to cover 84% of the benefits that had accrued to members, after allowing for expected future increases in earnings. This deficiency should be eliminated by 2013 by increasing the employer's deficit contribution rate to Â£1.2 million per annum. In addition, an ongoing employer contribution rate of 11.2% has been set for funding future service benefits. The pension costs of the other defined benefit scheme that covers US employees have been determined in accordance with advice from an independent qualified actuary. The Company is a member of a pension scheme providing benefits based on final pensionable pay. Because the Company is unable to identify its share of the scheme assets and liabilities on a consistent and reasonable basis, as permitted by FRS 17 'Retirement benefits' the scheme has been accounted for, in these financial statements as if the scheme was a defined contribution scheme. The contribution for the year was Â£121,000 (2003: Â£111,000). The key FRS17 assumptions used for the schemes were: UK scheme US scheme Average (% per annum) (% per annum) (% per annum) 2004 2003 2002 2004 2003 2002 2004 2003 2002 Discount rate 5.30 5.45 5.65 5.66 6.10 6.60 5.32 5.48 5.70 Rate of increase in 3.9 3.8 3.3 4.5 4.5 5.0 3.93 3.84 3.39 salaries Rate of increase in 2.9 2.8 2.3 0.0 0.0 0.0 2.78 2.66 2.19 pensions (post May 2000) Rate of increase in 4.5 4.5 4.5 0.0 0.0 0.0 4.31 4.28 4.28 pensions (pre May 2000) Rate of price inflation 2.9 2.8 2.3 3.5 3.5 4.0 2.93 2.84 2.39 The assets in the schemes and the expected rates of return were: Expected rate of return % Fair value Â£m 2004 2003 2002 2004 2003 2002 Equities 7.90 8.20 8.30 33.6 31.4 25.6 Bonds 4.90 5.10 5.00 16.2 9.1 7.7 Other 4.90 4.90 4.44 3.0 2.6 3.1 US deposit administration contract 6.00 6.00 6.00 1.9 1.6 1.4 _____ _____ _____ Total 54.7 44.7 37.8 ==== ==== ==== 23. Pensions (continued) Analysis of the amounts included in the statement of total recognised gains and 2004 2003 losses: Actual return less expected return on pension scheme (884) (3,700) Experience loss arising on schemes liabilities 1,529 150 Loss on change of assumptions 5,254 6,600 Currency gain (107) (50) _____ _____ Total loss included in the statement of total recognised gains 5,792 3,000 and losses before adjustment for tax ==== ==== History of experience gains and losses as a percentage of the 2004 2003 2002 schemes' assets / liabilities at end of year Â£000 % Â£000 % Â£000 % Actual return less expected return on pension scheme (884) 2 (3,700) 8 10,300 27 Experience loss arising on schemes liabilities 1,529 2 150 - 700 1 Total actuarial loss included in the statement of total 5,792 8 3,000 5 11,300 21 recognised gains and losses The following amounts were measured in accordance with the requirements of FRS17: At 31 December At 31 December 2004 2003 Total fair value of schemes' assets 54,650 44,700 Present value of the schemes' liabilities (74,486) (64,203) _____ _____ Deficit in the schemes (19,836) (19,503) Related deferred tax 5,951 5,850 _____ _____ Net pension liability (13,885) (13,653) ==== ==== The assets and liabilities disclosed above are the combined total of the UK and US schemes. The US scheme accounts for approximately 4% of the total liability. The Company has a subsidiary in the Netherlands, the employees of which are members of an industry-wide pension scheme and any surplus or deficit cannot be associated with a particular employer. Therefore, this has not been included in the results. The total contribution to this scheme over the year was Â£58,000. Analysis of the movement in deficit in the schemes during the year: Deficit in the schemes at 1 January (19,503) (16,600) Contributions paid 7,040 1,897 Current service cost (included in operating profit) (1,502) (1,500) Other finance charge (79) (300) Actuarial loss (5,899) (3,050) Currency gain 107 50 _____ _____ Deficit in the schemes at 31 December (19,836) (19,503) ==== ==== 24. Prior year adjustments As set out in note 1, Accounting policies, the Group has adopted FRS 17 in full in these financial statements. The full adoption this year of FRS 17 has had the following impact on the accounts: 2004 2003 Increase in operating profit 633 397 Inclusion of pension finance cost (79) (300) Increase in tax on profit on ordinary activities (137) (30) Increase in retained profit 417 67 Increase in deferred taxation debtor 5,951 5,850 Inclusion of pension liabilities (19,836) (19,503) Decrease in net assets (13,885) (13,653) The impact of the prior year adjustment on the net assets as 31 December 2003 represents the inclusion of the FRS 17 liability, net of deferred tax, of Â£13,653,000. The impact of the prior year adjustment on the profit and loss account for the year ended 31 December 2003 represents the reversal of the SSAP 24 net pension charges of Â£1,897,000 and inclusion of the net pension charges and associated tax under FRS17 of Â£1,830,000. The impact on net assets at 31 December 2004 and on the profit and loss account for the year then ended represents the difference between the actual position following adoption of FRS 17 and the position which would have been reported had SSAP 24 continued to be applied on the same basis as at 31 December 2003. Note 1, Accounting policies, also states that the Group adopted UITF 38 in these financial statements. The adoption of UITF 38 has had the following impact on these accounts: Decrease in investments (330) (341) Decrease in reserves (330) (341) The impact of the prior year adjustment on the net assets at 31 December 2003 and 31 December 2004 represents the change in presentation of own shares held in the ESOP from requiring them to be recognised as an investment to requiring them to be deducted in arriving at shareholders' funds. There was no impact on the profit and loss account of either year. 25. Contingent liabilities Group Group Company Company 2004 2003 2004 2003 Performance guarantees and indemnities 3,466 3,345 464 498 Guarantees for bank overdrafts of UK subsidiary - - 2 - undertakings The UK banking arrangements are subject to cross-guarantees between the Company and its UK subsidiary undertakings. These accounts are subject to a right of set-off. The performance guarantees and indemnities have been entered into in the normal course of business. A liability would only arise in the event of the Group failing to fulfil its contractual obligations. 26. Derivatives and other financial instruments Financial risk and treasury policies The treasury department maintains liquidity, manages relations with the Group's bankers, identifies and manages foreign exchange risk and provides a treasury service to the Group's businesses. Treasury dealings such as investments, borrowings and foreign exchange are conducted only to support underlying business transactions. The Group has clearly defined policies for the management of foreign exchange and interest rate risk. Group treasury is not a profit centre and, therefore, does not undertake speculative foreign exchange dealings for which there is no underlying exposure. Exposures resulting from sales and purchases in foreign currency are matched where possible and the net exposure may be hedged by the use of forward exchange contracts. The numerical disclosures in this note deal with financial assets and financial liabilities as defined in Financial Reporting Standard 13: 'Derivatives and Other Financial Instruments: Disclosures' (FRS13). Certain financial assets such as investments in subsidiary and associated companies are excluded from the scope of these disclosures. As permitted by FRS13, short-term debtors and creditors have been excluded from the disclosures, other than the currency disclosures. Interest rate risk profile Financial liabilities The interest rate profile of the Group's financial liabilities at 31 December was as follows: 2004 2003 Fixed rate Floating rate Total Fixed rate Floating rate Total of interest of interest of interest of interest Euro 187 473 660 125 119 244 Yen 102 66 168 122 - 122 Other - 166 166 - - - _____ _____ _____ _____ _____ _____ 289 705 994 247 119 366 ==== ==== ==== ==== ==== ==== The floating rate financial liabilities comprise bank loans / overdrafts bearing interest rates fixed by reference to the relevant LIBOR or equivalent rate. The weighted average interest rate of the fixed rate financial liabilities is 3.5% per annum (2003: 3.8%). The weighted average period for which interest rates on the fixed rate financial liabilities are fixed is 2 years (2003: 2 years). Financial assets The interest rate profile of the financial assets held as part of the financing arrangements of the Group at 31 December was as follows: 2004 2003 Fixed rate cash Other cash Fixed rate Other cash cash Sterling 14,314 662 25,428 566 US dollar 2,258 3,264 821 1,273 Euro 940 1,859 427 1,005 Other 316 1,685 744 1,989 _____ _____ _____ _____ 17,828 7,470 27,420 4,833 ==== ==== ==== ==== All cash deposits are held on fixed rates of interest. All other cash amounts are on floating rates or overnight rates based on the relevant LIBOR or equivalent rate. Further analysis of the interest rate profile at 31 December is as follows: 2004 2003 Fixed rate Fixed rate Weighted average Weighted average Weighted average Weighted average interest rate period for fixed interest rate period for fixed rate (months) rate (months) (%) (%) Sterling 4.8 0 3.8 1 US dollar 2.3 1 1.0 0 Euro 2.1 1 2.0 0 Other - - 2.8 1 _____ _____ _____ _____ Group 4.5 1 3.7 1 ==== ==== ==== ==== Currency exposures The table below shows the Group's balance sheet currency exposures that give rise to the net currency gains and losses recognised in the profit and loss account. Such exposures comprise the monetary assets and monetary liabilities of the Group that were not denominated in the operating (or 'functional') currency of the operating unit involved. At 31 December these exposures were as follows: Net foreign currency monetary assets / (liabilities) 2004 Functional currency of Group operation Sterling US dollar Euro Other Total Sterling - (1,585) (434) (2,644) (4,663) US dollar 588 - 18 3,689 4,295 Euro 1,415 165 - (55) 1,525 Other 503 - (1) 529 1,031 _____ _____ _____ _____ _____ Total 2,506 (1,420) (417) 1,519 2,188 ==== ==== ==== ==== ==== 2003 Functional currency of Group operation Sterling US dollar Euro Other Total Sterling - (856) (1,156) (1,078) (3,090) US dollar 417 - 1,638 2,392 4,447 Euro 281 (298) - 350 333 Other 822 - (2) 260 1,080 ____ _____ _____ _____ _____ Total 1,520 (1,154) 480 1,924 2,770 ==== ==== ==== ==== ==== The amounts shown above take into account the effect of any forward contracts entered into to manage these currency exposures. Maturity of financial liabilities The maturity profile of the Group's financial liabilities at 31 December was as follows: 2004 2003 In one year or less 726 237 In more than one year but not more than two years 126 69 In more than two years but not more than five years 142 60 In more than five years - - _____ _____ Total 994 366 ==== ==== The Group had no undrawn committed borrowing facilities at 31 December 2004 and 31 December 2003. Fair values The table below shows a comparison by category of book values and fair values of the Group's financial assets and liabilities at 31 December 2004 2003 Book value Fair value Book value Fair value Primary financial instruments held or issued to finance the Group's operations: Short-term financial liabilities and current proportion of long-term (726) (726) (237) (237) borrowings Long-term borrowings (268) (268) (129) (129) Cash deposits 17,829 17,829 27,420 27,420 Other cash balances 7,469 7,469 4,833 4,833 Derivative financial instruments held to manage the currency profile: Forward foreign currency contracts - 277 - 630 Gains and losses on hedges The Group enters into forward foreign currency contracts to eliminate the currency exposures that arise on sales denominated in foreign currencies. Changes in the fair value of instruments used as hedges are not recognised in the financial statements until the hedged position matures. Gains Losses Total Unrecognised gains and losses on hedges At 1 January 2004 684 (54) 630 Amounts arising in previous years that were recognised during the year (684) 54 (630) _____ _____ _____ Amounts arising before 1 January 2004 that were not recognised during the year - - - Amounts arising in the year that were not recognised during the year 373 (96) 277 _____ _____ _____ At 31 December 2004 373 (96) 277 ==== ==== ==== Of which: Gains / (losses) expected to be recognised in less than one year 297 (96) 201 Gains / (losses) expected to be recognised in more than one year 76 - 76 Ten year trading history 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 (restated) Continuing 146,883 135,964 129,677 119,322 103,945 112,937 98,103 87,766 82,123 70,353 operations Discontinued - - 3,783 4,367 3,935 4,598 3,337 5,083 8,694 9,645 operations ______ ______ -----______ ______ ______ ______ ______ ______ ______ ______ Turnover 146,883 135,964 133,460 123,689 107,880 117,535 101,440 92,849 90,817 79,998 Cost of sales (79,030) (72,046) (71,875) (65,877) (59,021) (63,626) (54,311) (50,043) (48,731) (45,216) ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Gross profit 67,853 63,918 61,585 57,812 48,859 53,909 47,129 42,806 42,086 34,782 Overheads (37,996) (36,808) (35,863) (33,532) (29,108) (27,949) (23,567) (22,607) (24,563) (20,837) ______ ______ ______ _____ _____ ______ ______ ______ ______ ______ Operating 29,857 27,110 25,722 24,280 19,751 25,960 23,562 20,199 17,523 13,945 profit Continuing 31,150 28,415 26,553 24,733 20,478 26,358 23,822 20,811 18,308 14,277 operations Discontinued - - 474 574 309 497 59 (427) (626) (178) operations ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Operating 31,150 28,415 27,027 25,307 20,787 26,855 23,881 20,384 17,682 14,099 profit before amortisation of goodwill Amortisation (1,293) (1,305) (1,305) (1,027) (1,036) (895) (319) (185) (159) (154) of goodwill ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Operating 29,857 27,110 25,722 24,280 19,751 25,960 23,562 20,199 17,523 13,945 profit Exceptional - 597 - - - - - - (1,390) - items Net interest 634 461 440 563 831 987 1,845 1,935 1,364 1,237 receivable ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Profit on 30,491 28,168 26,162 24,843 20,582 26,947 25,407 22,134 17,497 15,182 ordinary activities before taxation Taxation (10,591) (9,469) (8,868) (8,539) (7,110) (9,477) (9,063) (8,111) (7,075) (5,425) ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Profit on 19,900 18,699 17,294 16,304 13,472 17,470 16,344 14,023 10,422 9,757 ordinary activities after taxation Minority - - - - - - - - - (43) equity interest ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Profit for the 19,900 18,699 17,294 16,304 13,472 17,470 16,344 14,023 10,422 9,714 financial year Dividends (17,955) (12,592) (11,959) (11,147) (10,504) (10,546) (9,456) (8,213) (7,160) (4,866) ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ Retained 1,945 6,107 5,335 5,157 2,968 6,924 6,888 5,810 3,262 4,848 profit for the financial year ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== Basic earnings 23.2p 21.8p 20.1p 18.9p 15.6p 20.3p 18.9p 15.9p 11.7p 10.9p per share Basic earnings 24.7p 23.3p 21.6p 20.1p 16.8p 21.3p 19.3p 16.1p 11.9p 11.1p per share before goodwill amortisation Diluted 23.0p 21.7p 20.0p 18.9p 15.6p 20.3p 18.9p 15.9p 11.7p 10.9p earnings per share Corporate Directory Company Secretary Financial Advisers Stephen Rhys Jones UBS Investment Bank 1 Finsbury Avenue London EC2M 2PP Registered Office Auditors Rotork p.l.c KPMG Audit Plc Brassmill Lane 100 Temple Street Bath BA1 3JQ Bristol BS1 6AG Company Number 578327 Registrars Financial Public Relations Lloyds TSB Registrars Financial Dynamics The Causeway Holborn Gate Worthing 26 Southampton Buildings West Sussex BN99 6DA London EC2A 1PB Stock Brokers Solicitors UBS Investment Bank Messrs. Osborne Clarke 1 Finsbury Avenue No. 2 Temple Back East London EC2M 2PP Temple Quay Bristol BS1 6EG Notable Dates 2 March 2005 Preliminary announcement of annual results for 2004 4 May 2005 Ex-dividend date for final 2004 dividend 6 May 2005 Record date for final 2004 dividend 22 April 2005 Annual General Meeting held at Rotork House, Brassmill Lane, Bath 27 May 2005 Dividend payment date 3 August 2005 Announcement of interim financial results for 2005 Directory United Kingdom Rotork p.l.c., England Rotork Overseas Ltd, England Holding company 100% owned by Rotork p.l.c. Roger Lockwood Robert Slater Chairman (non-executive) Director Bill Whiteley Tel: +44 1225 733200 Chief Executive Fax: +44 1225 733381 Tel: +44 1225 733200 E-mail: robert.slater@rotork.co.uk Fax: +44 1225 733381 E-mail: bill.whiteley@rotork.co.uk Rotork Controls Ltd, England Exeeco Ltd, England 100% owned by Rotork p.l.c. 100% owned by Rotork Controls Ltd Bill Whiteley Martin Perkins Chief Executive Managing Director Tel: +44 1225 733200 Tel: +44 113 256 7922 Fax: +44 1225 733381 Fax: +44 113 256 3556 E-mail: mperkins@exeeco.co.uk Valvekits Ltd, England 100% owned by Rotork Controls Ltd Martin Hunt Managing Director Tel: +44 1623 440211 Fax: +44 1623 440214 E-mail: mhunt@valvekits.co.uk Americas Rotork Inc, USA Rotork Controls Inc, USA 100% owned by Rotork Overseas Ltd 100% owned by Rotork Inc. Robert Arnold Robert Arnold Director President Tel: +1 585 328 1550 Tel: +1 585 328 1550 Fax: +1 585 328 5848 Fax: +1 585 328 5848 E-mail: bob.arnold@rotork.com E-mail: bob.arnold@rotork.com Jordan Controls Inc, USA Rotork Controls (Canada) Ltd, Canada 100% owned by Rotork Inc. 100% owned by Rotork Overseas Ltd Derek Olson Chris Bone General Manager President Tel: +1 414 461 9200 Tel: +1 403 569 9455 Fax: +1 414 461 1024 Fax: +1 403 569 9414 E-mail: DOlson@jordancontrols.com E-mail: chris.bone@rotork.ca Rotork Controls de Venezuela SA, Venezuela 100% owned by Rotork Overseas Ltd Edgar Vina General Manager Tel: +58 212 953 9473 Fax: +58 212 953 6886 E-mail: rotorkvzev@cantv.net Europe Rotork Motorisation SA, France Rotork Controls (Deutschland) GmbH, Germany 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Bruno Deverly Jurgen Vogel General Manager General Manager Tel: +33 143 11 15 50 Tel: +49 2103 95876 Fax: +33 148 35 42 54 Fax: +49 2103 54090 E-mail: bruno.deverly@rotork.fr E-mail: jurgen.vogel@rotork.de Rotork BV, Netherlands Rotork Gears BV, Netherlands 100% owned by Rotork Overseas Ltd 100% owned by Rotork Gears (Holdings) BV Frank Koopmans Martin Perkins General Manager Managing Director Tel: +31 10 4146911 Tel: +31 53 538 8677 Fax: +31 10 4144750 Fax: +31 53 538 3939 E-mail: frank.koopmans@rotork.nl E-mail: ngrimshaw@rotorkgears.co.uk Rotork Gears (Holdings) BV, Netherlands Rotork Controls (Italia) Srl, Italy 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Martin Perkins Cesare Cereghini Managing Director General Manager Tel: +31 53 538 8677 Tel: +39 0245 703300 Fax: +31 53 538 3939 Fax: +39 0245 703301 E-mail: johan.mostert@rotorkgears.nl E-mail: cesare.cereghini@rotork.it Rotork Fluid System Srl, Italy Rotork Controls (Espana) SL, Spain 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Stefan Davis Joaquin Pastor-Velasquez Managing Director General Manager Tel: +39 0583 93061 Tel: +34 94 676 6011 Fax: +39 0583 934612 Fax: +34 94 676 6018 E-mail: stefan.davis@fluidsystem.it E-mail: joaquin.pastor@rotork.es Rest of the World Rotork Africa (Pty) Ltd, South Africa Rotork Controls (India) Ltd, India 100% owned by Rotork Overseas Ltd 100% owned by Rotork Controls Ltd Howard Mutters Ashok Jayaram Managing Director President Tel: +27 11 4539741 Tel: +91 44 2625 4219 Fax: +27 11 4539894 Fax: +91 44 2625 7108 E-mail: howard.mutters@rotork.co.za E-mail: ashok.jayaram@rotork.co.in Rotork (Thailand) Ltd, Thailand Rotork (Malaysia) Sdn Bhd, Malaysia 100% owned by Rotork Inc. 100% owned by Rotork Overseas Ltd Chaitawat Chotikawanish P K Ow Manager General Manager Tel: +66 2 272 7165 Tel: +60 3 7880 9198 Fax: +66 2 272 7167 Fax: +60 3 7880 9189 E-mail: chaitawc@rotork.co.th E-mail: pkow@rotork.com.my Rotork (Actuation) Sdn Bhd, Malaysia Rotork Controls (Singapore) Pte Ltd, Singapore 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Doug Jopling Philip Seah General Manager General Manager Tel: +60 3 5191 3936 Tel: +65 64571233 Fax: +60 3 5191 3937 Fax: +65 64576011 E-mail: doug.jopling@rotorkmy.com E-mail: philip.seah@rotork.com.sg Rotork Ltd, Hong Kong Rotork Controls (Shanghai) Ltd, China 100% owned by Rotork Overseas Ltd 100% owned by Rotork Controls Ltd Eric Li Eric Li General Manager General Manager Tel: +852 2 5202390 Tel: +86 21 647 85015 Fax: +852 2 5289746 Fax: +86 21 647 85035 E-mail: eric.li@rotork.com.cn E-mail: eric.li@rotork.com.cn Rotork Controls (Korea) Co, Ltd, South Korea Rotork Japan Co Ltd, Japan 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Y K Kim Masaru Sakurai General Manager General Manager Tel: +82 31 265 0962 Tel: +81 3 5632 2941 Fax: +82 31 265 1369 Fax: +81 3 5632 2942 E-mail: ykkim@rotork.co.kr E-mail: m-sakurai@rotork.co.jp Rotork Australia Pty Ltd, Australia Rotork Fluid System Pty Ltd, Australia 100% owned by Rotork Overseas Ltd 100% owned by Rotork Overseas Ltd Lee Howard Lyndon Dean General Manager General Manager Tel: +61 353 381566 Tel: +61 3 9729 8882 Fax: +61 353 381570 Fax: +61 3 9729 8884 E-mail: lee.howard@rotork.com.au E-mail: lyndon@rfsaustralia.com Shenzhen Sinopec-Rotork Actuation Co, Ltd, China - 35% owned by Rotork Controls Ltd This information is provided by RNS The company news service from the London Stock Exchange

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