Annual Financial Report

Wincanton plc (the 'Company')

Annual Financial Report

Further to the Preliminary Results announcement made by the Company on 14 June
2012, which is available at www.wincanton.co.uk, the Company announces that it
has issued its Annual Report and Accounts for the year ended 31 March 2012 and
its Notice of Annual General Meeting 2012.

These documents, together with associated Proxy Form, will be submitted to the
UK Listing Authority and will shortly be available to the public for inspection
at www.hemscott.com/nsm.do.

Copies of the Annual Report 2012 and the Notice of Annual General Meeting 2012
will be made available on the Company's website at www.wincanton.co.uk.

The 2012 Annual General Meeting will be held at 11:30am on Thursday, 26 July
2012 at the offices of Buchanan Communications, 107 Cheapside, London, EC2V
6DN.

In accordance with DTR 6.3.5, the Company provides the following information
which is extracted from the Annual Report and Accounts for the year ended 31
March 2012. Page numbers and cross-references in the extracted information
below refer to page numbers and sections in the Annual Report and Accounts for
the year ended 31 March 2012:

Mitigating key risks (page 24)

The Group identifies the key business risks it faces as follows:

                 Risk                         Mitigation                       
                                                                               
1. Strategic     The Group needs to identify  Certain areas of the businesses  
                 areas of business that       provide the Group with growth    
                 provide growth and margin    opportunities but these are, in  
                 enhancement.                 part, economic environment       
                                              driven. The Group is also        
                                              pursuing initiatives which build 
                                              on our customer portfolio and    
                                              experience to provide products   
                                              and solutions to the changing    
                                              demands of the marketplace and   
                                              provide better margins.          
                                                                               
2. Commercial    The Group operates in a      Internal processes are set to    
                 competitive environment with focus on the major contractual   
                 sophisticated customers and  obligations and to make sure the 
                 we have to ensure the        financial returns are modelled   
                 returns are adequate         accurately.                      
                 especially for the risk we                                    
                 take on.                     As stated above the Group focus  
                                              is on maintaining our existing   
                                              business and to extend our       
                                              product and service offering to  
                                              improve margins going forward.   
                                                                               
3. Net debt and  The Group has a less than    The Group has refinanced the main
pension deficit  perfect balance sheet due to committed bank facility and      
                 historic debt being built up extended and diversified the     
                 and a UK pension scheme      maturity profile. Covenant       
                 which is substantial         compliance will ease as the      
                 compared to the size of the  operating business performs      
                 Group.                       better.                          
                                                                               
                                              The UK pension scheme has        
                                              undertaken an investment strategy
                                              to diversify the portfolio. Work 
                                              is underway to manage inflation  
                                              and interest rate risk if it is  
                                              cost-effective. The Group        
                                              maintains a good working         
                                              relationship with the Pension    
                                              Trustee Board.                   
                                                                               
4. Key personnel The Group is going through a The remuneration of personnel is 
                 challenging transformation   a key focus. Benchmarking and    
                 in a less than ideal         total reward comparisons have    
                 economic environment and     been carried out. Alignment to   
                 requires key personnel to    market rates and equity incentive
                 help it through this period. participation are key aspects to 
                                              incentivise and retain key       
                                              personnel. The change in the     
                                              strategic direction requires     
                                              different skill sets and         
                                              recruitment will play a key role 
                                              in attracting the right          
                                              personnel.                       


Related Party Transactions (Note 29 to the consolidated financial statements on
page 78)

29. Related parties

Identity of related parties

The Group has a controlling related party relationship with its parent Company
Wincanton plc. In addition the Group has related party relationships, until the
effective dates of the disposal as applicable, with its subsidiaries and
associates, jointly controlled entities (notes 13, 14 and 15 respectively) and
with its Executive and non-executive Directors.

Transactions with Executive and non-executive Directors

The interests of the Executive and non-executive Directors in the share capital
of the Company, plus full details of the individual Director's emoluments,
bonuses deferred in shares, share options and pension entitlements are given in
the Directors' remuneration report on pages 37 to 42.

The total of short-term employee remuneration and benefits receivable by the
Directors is set out in note 4.

Other related party transactions

Associates

Up to the effective dates of disposal associates purchased services from the
Group for £0.1m (2011: £0.1m) and sold services to the Group for £5.2m (2011: £
6.0m). At 31 March 2012, the Group no longer held any investments in
associates. In 2011 the outstanding balance between associates and the Group
was £1.2m. All transactions with associates were made on commercial terms.

Jointly controlled entities

Up to the effective dates of disposal jointly controlled entities purchased
services from the Group for £2.4m (2011: £5.4m) and sold services to the Group
for £3.1m (2011: £7.8m). At 31 March 2012, the outstanding balance between the
remaining jointly controlled entity and the Group was £0.3m (2011: £0.3m). All
transactions with the jointly controlled entities were made on commercial
terms.

In addition at 31 March 2011 a loan balance existed with the jointly controlled
entities and the Group of £1.1m. All loans are provided on commercial terms.


Independent Auditor's report to the members of Wincanton plc (page 43)

We have audited the financial statements of Wincanton plc for the year ended 31
March 2012 set out on pages 44 to 83. The financial reporting framework that
has been applied in the preparation of the Group financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the EU. The financial reporting framework that has been applied in
the preparation of the parent Company financial statements is applicable law
and UK Accounting Standards (UK Generally Accepted Accounting Practice).

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.

Respective responsibilities of Directors and Auditors

As explained more fully in the Directors' responsibilities statement set out on
page 34, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit, and express an opinion on, the financial statements
in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Auditing Practices
Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on
the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

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 March 2012 and of the
Group's loss for the year then ended;

• The Group financial statements have been properly prepared in accordance with
IFRSs as adopted by the EU;

• The parent Company financial statements have been properly prepared in
accordance with UK Generally Accepted Accounting Practice;

• The financial statements have been prepared in accordance with the
requirements of the Companies Act 2006; and, as regards the Group financial
statements, Article 4 of the IAS Regulation.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

• The part of the Directors' remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006; and

• The information given in the Directors' report for the financial year for
which the financial statements are prepared is consistent with the financial
statements; and

• The information given in the Corporate governance statement set out on pages
35 and 36 with respect to internal control and risk management systems in
relation to financial reporting processes and about share capital structures is
consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required 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; or

• A Corporate governance statement has not been prepared by the Company.

Under the Listing Rules we are required to review:

• The Directors' statement, set out on page 33, in relation to going concern;

• The part of the Corporate governance statement on pages 35 and 36 relating to
the Company's compliance with the nine provisions of the UK Corporate
Governance Code specified for our review; and

• Certain elements of the report to shareholders by the Board on Directors'
remuneration.

AC Campbell-Orde (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
100 Temple Street
Bristol
BS1 6AG
13 June 2012


Responsibility statement of the Directors in respect of the Annual Report and
Group financial statements (page 34)

The Directors confirm that to the best of their knowledge:

• the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and the Company and the
undertakings included in the consolidation taken as a whole; and

• the Directors' report includes a fair review of the development and
performance of the business and the position of the Group and 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 Directors approved the above Responsibility statement on 13 June 2012.

Stephen Williams

Company Secretary

02 July 2012