Final Results

18 May 2017

Booker Group plc

Final Results of Booker Group plc

for the 52 weeks ended 24 March 2017

This announcement contains the final results of Booker Group plc ('Booker' or the 'Company') for the 52 weeks ended 24 March 2017. Booker is the UK's leading food wholesaler.

Financial Highlights

• Sales £5.3bn, +6.7%. Non tobacco sales +8.7% and tobacco sales +2.4%

• Like-for-like sales +0.5%. Non tobacco sales +2.8% and tobacco sales -4.6%

• Like-for-like sales to caterers +4.4% and to retailers -0.6%

• Operating profit £176.1m, +14%

• Profit before tax £174.0m, +15%

• Profit after tax £153.8m, +20%

• Basic earnings per share up 1.42 pence to 8.66 pence, +20%

• Net cash £160.7m (2016: £127.4m)

• Final ordinary dividend of 4.97 pence per share, taking the total ordinary dividend to 5.60 pence per share

• Proposed special dividend of 3.02 pence per share

• Total return to shareholders of 8.62 pence per share (2016: 7.80 pence per share), +11%

Operational Highlights

• Our plan to Focus, Drive and Broaden Booker Group continues to make progress

• Customer satisfaction was strong as we continue to improve choice, price and service for our customers

• We made good progress on the catering and retail sides of the business

• Booker Direct, Ritter-Courivaud and Chef Direct had a good year

• Premier, Family Shopper, Budgens and Londis are working well

• India made progress

• Internet sales up 10% to £1,072m

Merger Update

On 27 January we announced the planned merger with Tesco to form the UK's leading food business. This combination should improve choice, quality, prices and service for the UK consumer. It should also help the Booker catering, retail and small business customer prosper in a challenging market. We are continuing to assist the UK competition authorities in their ongoing consideration of the merger and it is expected that the merger will complete in late 2017 / early 2018, subject to, amongst other things, the necessary shareholder approvals. During this process Booker will ensure it is "Business as Usual". We are excited by the opportunities the merger creates for consumers, our customers, suppliers, colleagues and shareholders.

Outlook

The Group's revenue in the first seven weeks of the current financial year is ahead of last year.

As a result of the proposed merger, we are in an offer period as defined in the Takeover Code. We will not be making forward looking statements for the duration of the offer period.

Charles Wilson, Chief Executive of Booker, said:

"Booker Group had another good year. Our plan to Focus, Drive and Broaden the business remains on track. Customer satisfaction was strong and sales and profits were the best we have ever achieved. We are planning to merge with Tesco to create the UK's leading food business. This merger should deliver significant benefits for consumers, Booker customers, suppliers, colleagues and shareholders. We are very grateful for the support of our customers, suppliers and everybody in the Group and look forward to making progress in the year ahead."

For further information contact:

Tulchan Communications (PR Adviser to Booker Group plc)

020 7353 4200

Susanna Voyle

Jessica Reid

A presentation for analysts will be held at 8.30am on Thursday 18 May 2017 at Eversheds, 1 Wood Street, London EC2V 7WS

Webcast: http://www.investis-live.com/booker-group/590303028178d015003e0296/jrtr

For further details please contact Chantel Baldry at Tulchan Communications on 020 7353 4200 or [email protected]

NOTES:

· Booker Wholesale supplies independent retailers and caterers via the internet, delivery and cash and carry

· Booker Direct serves national retail chains

· Chef Direct serves national catering customers

· Ritter-Courivaud is a speciality foods supplier to the UK's leading restaurants

· Premier, Family Shopper, Budgens and Londis are Booker symbol groups serving independently owned retail stores

· Booker India is a wholesaler in India operating from four sites in Mumbai, one in Surat and, via a joint venture, with one site in Pune

· Sales are stated net of value added tax

· Sales at Budgens and Londis were £0.7bn (2016: £0.3bn). In 2016 their results were consolidated from 14 September 2015, the date of acquisition

· Like-for-like sales are defined in glossary of terms within the Group Finance Director's Report

· Internet sales exclude those made to customers of Budgens and Londis

· Operating profit is stated before exceptional costs of £nil (2016: £2.3m)

BUSINESS PROFILE AND KEY PERFORMANCE INDICATORS

In the UK, the Group has 199 Business Centres and a national delivery network.

Of our sales, £3.73bn is non-tobacco and £1.60bn is tobacco.

£3.01bn of our sales are collected from the Business Centres by the customer. £2.32bn is delivered to the customers' premises.

Substantial progress has been achieved.

¹ Includes approximately 1,172,000 wholesale customers (including 21,000 of Booker India, 3,000 of Ritter-Courivaud and 2,000 Budgens & Londis)

² Includes Makro from 19 April 2013 (49 weeks)

³ Operating profit restated for the revision to IAS19 (Revised) in relation to pension accounting

⁴ Operating profit is stated before exceptional items

⁵ Includes Budgens & Londis from 14 September 2015 (28 weeks)

CHAIRMAN'S STATEMENT

I am pleased to report that Booker Group has delivered another good performance. In the 52 weeks to 24 March 2017 sales rose by 6.7% to £5.3bn and operating profit rose to £176.1m. Customer satisfaction was strong. The financial performance was good and the Group ended the financial year with net cash of £160.7m. Our 'Drive' plans are working well with progress on the catering and retail sides of the business. Our like-for-like sales to caterers were up by 4.4%. Our like-for-like sales to retailers declined by 0.6% primarily due to tobacco legislation.

The plans to 'Broaden' the business are going well. In the 52 weeks to 24 March 2017 Booker distributed £2.3bn of product to our customers' premises versus £1.8bn last year as we continue to expand our delivered service. Digital sales were £1,072m compared to £979m in the previous year and Booker India is making progress.

On 14 September 2015, Budgens and Londis joined the Group. They are performing well.

Basic earnings per share were 8.66 pence, up from 7.24 pence last year. Given the strong operational performance and cash flow of the business the Board recommends the payment of a final dividend of 4.97 pence per share (2016: 4.03 pence per share) which, together with the interim dividend, makes a total dividend for the year of 5.60 pence per share (2016: 4.60 pence per share). The final dividend is payable on 7 July 2017 to shareholders on the register on 9 June 2017.

In addition to the final dividend, the Board is recommending a special dividend to shareholders of 3.02 pence per ordinary share (at a cost of approximately £54m, based on the current issued share capital of the Group). This follows the capital return of 3.20 pence per share to shareholders in July 2016 and 3.50 pence per share in each of July 2014 and July 2015.

I should like to thank all our colleagues for their contribution to the success of the Group in the year just ended.

On 27 January we announced the planned merger with Tesco to form the UK's leading food business. This combination should improve choice, quality, prices and service for the UK consumer. It should also help the Booker catering, retail and small business customer prosper in a challenging market. We are continuing to assist the UK competition authorities in their ongoing consideration of the merger and it is expected that the merger will complete in late 2017 / early 2018, subject to, amongst other things, the necessary shareholder approvals. During this process Booker will ensure it is "Business as Usual". We are excited by the opportunities the merger creates for consumers, our customers, suppliers, colleagues and shareholders.

Outlook

The Group's revenue in the first seven weeks of the current financial year is ahead of last year.

As a result of the proposed merger, we are in an offer period as defined in the Takeover Code. We will not be making forward looking statements for the duration of the offer period.

Annual General Meeting

Our Annual General Meeting will be held on 5 July 2017. The notice of Annual General Meeting will be issued to shareholders in due course.

Stewart GillilandChairman17 May 2017

CHIEF EXECUTIVE'S REVIEW

Since November 2005 we have been seeking to 'Focus, Drive and Broaden' Booker Group. 2016 was another good year in a challenging market. Tobacco legislation depressed our retail customer sales and there has been significant movement in commodity prices. Despite these challenges the Group continued to make good progress on both the catering and retail sides of the business.

FOCUS (commenced November 2005)

Booker seeks to become the most efficient operator in our sector. We continue to improve business efficiency. We 'stop, simplify and standardise' work and invest most of the resulting savings in customer service. We extended the use of 'self-scan' and improved stock management. Our close attention to cash has resulted in having £161m of net cash, whilst keeping the Group cost base in line with last year (pre Budgens and Londis).

DRIVE (commenced March 2006)

Booker Wholesale/Makro, our cash and carry businesses had a good year. We continue to 'Drive' choice, price and service for our customers. Each year we survey 45,000 customers to identify where improvements can be made. Customer satisfaction is a key measure within the business and we have made significant progress since 2006.

Choice Up

Booker seeks to grow brand and own brand sales.

· In October 2016 we launched Blackgate signature beef. The quality is superb and it is already being bought by 7,000 customers with annualised sales of £17m.

· In 2010 we launched Farm Fresh. Sales in the year to 24 March 2017 were £76m.

· We launched CleanPro in 2014. This range of professional cleaning products has been well received by customers. We have 50,000 customers buying CleanPro each week with sales of £44m per annum.

· We continue to improve the 'good, better, best' of the offer in order to satisfy all customers. For example, Chefs Essentials chips grew at 31% and Chefs Larder chips at 9%. We launched Chefs Larder Premium Chips, these are gluten free and have already achieved sales of £4m. We have won 'Best Frozen Product' at The Caterer Product Excellence Awards and 'Best Frozen Food' at the Wholesale Q Awards.

· We have also been growing with branded suppliers.

Prices Down

· We operate in a very price competitive market. Every week we monitor prices versus competitors and during the year our price index remained competitive. We are continuing to keep our core line prices at market leading levels to provide the best possible margin for our customers. Booker has consistently offered low prices on core products and maintains its promise of helping the customer during challenging times.

Better Service

· Our people are doing a brilliant job. Our customers rate Booker people highly. Business Centre teams across the Group have been trained in PRIDE to help improve the Parking, Reception, Internal, Delivery and Exit experience.

· We have continued to expand and improve our delivery service.

· We have more specialist butchers and greengrocers within the business than last year. We also have skilled fishmongers operating in our Makro Business Centres.

· Booker offers a seven days a week multi-temperature delivery service to both retail and catering customers (70% of the fleet has multi temperature capacity). Our delivery customers pay the same price for goods as our collect customers. Our delivery business continues to grow (from £600m in 2008/9 to £2.3bn in 2016/17).

Caterers/Small Business

· We are privileged to serve 441,000 catering customers and 641,000 small businesses. Our catering customers include restaurants, fast food outlets, licenced premises and cost centre caterers. These can be independent, single site locations, Group Accounts and National Chains. All customers can draw upon the Booker, Makro, Classic and Chef Direct infrastructures. This has helped strengthen caterer satisfaction and grown like-for-like catering sales by 4.4%. This is despite price deflation in the catering market.

· We have also made good progress with Group Accounts, such as Enterprise Group and Rick Stein, where we serve these accounts from Booker and Makro.

· Our Chef Direct business, which serves national accounts from our distribution centre in Didcot, has also had a good year serving clients including Byron Burgers, Carluccios, Prezzo, Aramark and Wagamama.

Retailers

· We serve 94,000 independent retailers. Our largest retail customers tend to be our Premier, Londis, Budgens and Family Shopper symbol club members. We also serve our retail club members, unaffiliated independents and retail national accounts.

Premier

· Premier, Booker's symbol group, grew to 3,306 stores (3,213 stores last year). The retail development team has put a lot of work into building the sales and profits of existing Premier stores. Premier was voted the best symbol group by consumers at the CTP Awards.

· Premier operates a no cost model for members, and has the advantage for retailers of providing deliveries and also the ability to top-up at their local Booker branch. We install the fascia and imagery free of charge and also provide a market leading promotion every four weeks. All goods are delivered at cash and carry prices.

Family Shopper

· We continue to develop Family Shopper, a local discount format. This is doing well. At May 2017, we have 63 stores and the response to this format has been encouraging.

Budgens & Londis

· On 14 September 2015 Budgens and Londis joined the Group. Budgens serves 156 retailers. The Budgens consumer is typically ABC1. Londis serves 1,850 retailers with approximately 49% of consumers being ABC1. Since completion of the acquisition, the teams at Budgens and Londis have "joined forces" with the Group. They have embraced the Booker approach to cash, customer satisfaction and health & safety. In the year we have opened a net 381 Londis and 6 Budgens outlets. As a result the sales have grown strongly.

· Budgens and Londis were acquired for £40m and, to March 2017, in relation to this acquisition we have generated net cash of c.£42m.

· Thanks to a lot of hard work by our IT and central colleagues, we have integrated the Londis/Budgens systems into the Booker platforms. All the teams have done a fantastic job of growing both brands. It is a credit to our teams and the wonderful retailers we serve via Premier, Londis, Budgens, Family Shopper, Shop Locally and all our other retailers that we have seen strong growth.

Booker Direct

· Booker Direct serves national retail chains from our distribution centres with customers including Marks & Spencer, most of the cinema chains in the UK and the prison service in England and Wales. Together the Group can now serve any independent retailer, Group Accounts and National Chains throughout the UK.

BROADEN (commenced April 2007)

In the UK, Booker seeks to offer the best choice, price and service to caterers, retailers and small business. We also seek to become the suppliers' preferred route to market. In addition, we want to sell new products and services and reach new customers. In India we seek to become the best supplier to Kirana stores. To achieve these objectives, we are 'Broadening' the business. 'Broaden' includes:

Digital

· Sales at booker.co.uk were £1,072m, up from £979m last year and £15m in 2005. All these sales are delivered to our customers' premises. We have 569,000 customers registered on the website compared to 490,000 last year. Customers can view their account details and order products. There are double the number of stock keeping units available to a typical customer on the website through our special order system.

Ritter-Courivaud

· Ritter-Courivaud is a speciality foods supplier to the UK's leading restaurants. Ritter had a good year growing sales through the Makro business centres and direct to customers.

Booker India

· In September 2009 we opened our first business centre in Mumbai. We now have four branches in Mumbai, one in Surat and one joint venture branch in Pune. These serve 21,000 customers, and have also launched 200 Happy Shopper symbol retailers which harness the lessons learned from Premier in the UK for the Kirana stores of Mumbai. We continue to review growth options in India and look forward to developing the Booker offer to become the best choice, price and service supplier to Kirana stores and caterers.

Sustainability

· Carbon Trust Standard held for both Carbon and Waste

· Over 31,000 customers are now recycling with the Group through our packaging and used cooking oil recycling services. This helps our customers save money, increase recycling levels and support more sustainable communities throughout the UK.

· LED lighting now installed in 35 business centres, one distribution centre and two distribution centre freezer rooms with an average overall energy saving of 22%.

· Over 10.5 million litres of used cooking oil has been recycled, up 57% on last year.

· Waste to landfill down 73% versus last year

· We donated surplus food equivalent to over 800,000 meals to local charities in the last year and have donated over two million meals in the last five years.

· We are committed to helping our retail and catering customers serve communities throughout the United Kingdom.

People

· Again our team have done a brilliant job this year. We are committed to continuing to make Booker better and safer for colleagues. We continue to develop talent. To ensure succession needs for our Fresh Departments are fulfilled with the right people, we have developed another cohort of Trainees through our successful in house Fresh Training Programmes. This year, a further 52 Butchers, 12 Fishmongers and 55 Greengrocers graduated and went on to work in these key departments, supporting our customers.

· There are currently a further 116 colleagues participating in this year's schemes who are due to graduate in Autumn 2017 and we intend to run all three schemes again in 2017/18.

· To build on the expertise of our Butchery teams further, we have been working with The Institute of Meat to raise and recognise the skill level of our Butchery teams. In February 2017, 8 of our Butchery Managers were officially awarded the Institute of Meat, Master Butcher Award. This puts them amongst an elite group of just 29 Butchery Professionals in the UK to hold this award currently. This is part of a longer term plan to up-skill and develop our future Butchery Managers who are all currently working through an in house Craft Butcher training programme, which has been developed with and is endorsed by The Institute of Meat.

· Investment in our delivery teams has continued, with development programmes to ensure drivers and managers have the knowledge and skills to operate safely and efficiently, whilst providing a great service for our customers:

- Our drivers and managers have inductions and annual refreshers covering Safe, Secure and Legal training and our vocational drivers complete training for the Driver Certificate of Professional Competence (CPC), which is run by our team of in-house trainers and delivery support managers.

- Following a trial last year, we have fully launched a Driver Academy, open to internal and external colleagues who wish to develop their career with Booker; ensuring we have the right drivers in place to fulfil succession in this growing area of the business. We currently have over 50 Drivers working towards becoming a Van or Large Goods Vehicle Driver in our Booker and Makro Business Centres.

- For the twelfth year running, the performance of the business means our people have shared in our success through our bonus system. With this great team of people, Booker will continue to make progress in the year ahead.

Merger with Tesco

On 27 January we announced the planned merger with Tesco to form the UK's leading food business. This combination should improve choice, quality, prices and service for the UK consumer. It should also help the Booker catering, retail and small business customer prosper in a challenging market. We are continuing to assist the UK competition authorities in their ongoing consideration of the merger and it is expected that the merger will complete in late 2017 / early 2018, subject to, amongst other things, the necessary shareholder approvals. During this process Booker will ensure it is "Business as Usual". We are excited by the opportunities the merger creates for consumers, our customers, suppliers, colleagues and shareholders.

Overall

Booker Group had another good year. Our plan to Focus, Drive and Broaden the business remains on track. Customer satisfaction was strong and sales and profits were the best we have ever achieved. We are planning to merge with Tesco to create the UK's leading food business. This merger should deliver significant benefits for consumers, Booker customers, suppliers, colleagues and shareholders. We are very grateful for the support of our customers, suppliers and everybody in the Group and look forward to making progress in the year ahead.

Charles Wilson

Chief Executive17 May 2017

GROUP FINANCE DIRECTOR'S REPORT

Financial Review

The summary of results for the Group is as follows:

Overall Group revenue increased by 6.7% to £5.3bn. Non tobacco like-for-like sales increased by 2.8% while like-for-like tobacco sales decreased by 4.6%. Sales at Budgens and Londis were £0.7bn (2016: £0.3bn). In 2016 their results were consolidated from 14 September 2015, the date of acquisition.

Operating margin (before exceptional items) increased by 0.19 percentage points to 3.30% (2016: 3.11%) increasing Group operating profit (before exceptional items) by £21.0m to £176.1m.

The net finance costs of £2.1m (2016: £2.0m) relates mainly to the unwinding of discount on property provisions and interest on pension scheme liabilities.

Profit before tax rose £23.2m to £174.0m (2016: £150.8m), an increase of 15%.

The effective tax rate for the Group of 11.6% (2016: 15.3%) was below the standard rate of corporation tax in the UK of 20% (2016: 20%). This was due principally to the utilisation of tax assets unrecognised in prior years. The Group holds tax assets, including those inherited as a result of the acquisition of Budgens and Londis, which continue to be unrecognised as there continues to be uncertainty regarding their recoverability in the individual companies in which they reside. Depending on the extent to which the Group is able to utilise these assets, the underlying effective rate of tax could remain marginally below the standard rate for the next three years.

Profit after tax was £153.8m, an increase of £26.0m compared to 2016.

Basic earnings per share rose to 8.66 pence, up 20% from 7.24 pence in 2016.

Returns to shareholders

On 27 January 2017, it was announced that we were intending to merge with Tesco PLC (Tesco). In this announcement the arrangements for any future dividends in relation to the year ended 24 March 2017 and beyond to completion of the merger were explained.

In relation to the year ended 24 March 2017 the cost of the final ordinary dividend can be set at up to 65% of profit after tax less the cost of the interim dividend announced on 13 October 2016. In addition to the ordinary dividends, a special dividend can also be paid, in an aggregate amount of up to 100% of profit after tax less the cost of the interim and final ordinary dividends.

a) Ordinary Dividend

Consistent with the arrangements explained above, the Board is proposing a final dividend of 4.97 pence per share (2016: 4.03 pence per share), subject to shareholder approval at the Annual General Meeting, to be held on 5 July 2017. Together with the interim dividend of 0.63 pence per share, the final dividend increases the total dividend for the year to 5.60 pence per share (2016: 4.60 pence per share).

b) Special Dividend

Consistent with the arrangements explained above, the Board is also proposing a special dividend to shareholders of 3.02 pence per ordinary share (2016: nil pence per share), subject to shareholder approval at the Annual General Meeting.

c) Capital Return

Consistent with the arrangements explained above and the absence of further distributable reserves, the Board is not proposing a return of capital (2016: 3.20 pence per share).

The full year ordinary dividend and the special dividend will together produce a total return to shareholders of 8.62 pence per share (2016: 7.80 pence per share including capital return), an increase of 11%.

Pensions

The Booker Pension Scheme is a defined benefit scheme that was closed to new members in 2001, and was closed to future accruals for existing members in 2002. Booker Retail Partners GB Ltd ('BRP') also has two much smaller closed defined benefit schemes.

At 24 March 2017, the Group had an aggregate net IAS 19 deficit of £46.9m (2016: £29.6m), comprising scheme assets of £751.0m and estimated liabilities of £797.9m. A consistent approach has been adopted in deriving the three schemes' assets and liabilities.

Following the 2013 Booker Pension Scheme Triennial valuation, there were no cash contributions required in the year.

The 2016 Booker Pension Scheme Triennial valuation has been agreed with the Pension Fund Trustee and reflects a Scheme Funding deficit of £41.1m at 31 March 2016. The deficit is to be recovered by £5.4m p.a. of scheduled payments for six years from 1 April 2017 and by an assumed outperformance of investment returns relative to the rate at which the future liabilities of the Scheme have been discounted, subject to the results of subsequent Triennial valuations. The next Triennial valuation date is 31 March 2019.

The most recent funding valuations of both BRP pension schemes were agreed in the year ended 25 March 2016, and no future contributions were required.

Property Provisions

The Group had property provisions at the balance sheet date of £37.9m (2016: £40.8m). The provisions mainly relate to the expected cost of dilapidations on leasehold properties and onerous costs on vacant and sublet leasehold premises.

Impairment

The net book value of tangible and intangible fixed assets on the balance sheet is £682.0m (2016: £696.5m). The goodwill carrying value is more than supported by expected future cash flows discounted back to present day values.

Cash Flow

Management has continued to focus on cash generation resulting in a net inflow of £172.6m, before dividend payments in the year of £82.6m and the capital repayment of £56.7m. Net cash at 24 March 2017 was £160.7m (2016: £127.4m).

Borrowing Facilities

The Group entered into a five year facility in August 2015 comprising an unsecured £120.0m revolving credit facility.

The Group's borrowings are subject to covenants set by the lenders. In the event of a failure to meet certain obligations, or if there is a covenant breach, the principal amounts due and any interest accrued are repayable on demand.

The Group complied with its covenants throughout the year.

Interest Rates

Funds drawn on the revolving credit facility bear floating interest rates linked to LIBOR plus a margin of 0.80%, where the ratio of net debt/ EBITDA is less than one. A commitment fee is payable at 0.28% of the unutilised facility.

Liquidity

At 24 March 2017, the Group held £160.7m in cash and cash equivalents and had undrawn facilities of £120.0m. The Group did not draw down on its revolving credit facility on a cleared basis in the year ended 24 March 2017, giving a minimum facility headroom in the year of £120.0m.

Glossary of Terms

Like-for-Like sales is a measure of change in sales from UK operations from prior year to current year.

No adjustments to sales are made when individual customers are gained or lost.

If a Business Centre is closed, for the twelve months following the closure date the sales of the Business Centre are removed from the prior year comparative. If sales are transferred to a replacement Business Centre in the same vicinity no such adjustment is made. If a Business Centre is opened where none previously existed, all sales for the first twelve months will be excluded.

Where a business is acquired, sales are excluded until the anniversary of the acquisition.

Jonathan PrentisGroup Finance Director17 May 2017

Disclaimer

This announcement may include "forward-looking statements" with respect to certain of Booker Group plc's ('Group') plans and its current goals and expectations relating to its future financial condition, performance and results. These forward-looking statements sometimes contain words such as 'anticipate', 'target', 'expect', 'intend', 'plan', 'goal', 'believe', 'may', 'might', 'will', 'could' or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond Booker's control, including, among other things, UK domestic and global economic and business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, the possible effects of inflation or deflation, the impact of tax and other legislation and regulations in the jurisdictions in which Booker operates, as well as the other risks and uncertainties set forth in our announcement of preliminary results for the 52 weeks ended 24 March 2017, released on 18 May 2017. As a result, Booker's actual future financial condition, performance and results may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons receiving this presentation should not place reliance on forward-looking statements.

Booker expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this presentation or any other forward-looking statements it may make or to reflect any change in Booker's expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Forward-looking statements made in this presentation are current only as of the date on which such statements are made.

All oral or written forward-looking statements attributable to the Directors of Booker or persons acting on their behalf are qualified in their entirety by these cautionary statements.

None of the statements in this presentation are, nor are any intended to be, a profit forecast and none should be interpreted to mean that the profits or earnings per share of Booker in the current or any future financial period necessarily are or will be above or below the equivalent figure for any previous period.

Consolidated Income Statement

For the 52 weeks ended 24 March 2017

All of the Group's operations during the period shown above represent continuing operations.

There were no exceptional items in the period ended 24 March 2017.

Consolidated Statement of Comprehensive Income

For the 52 weeks ended 24 March 2017

Consolidated Balance Sheet

As at 24 March 2017

Consolidated Cash Flow Statement

For the 52 weeks ended 24 March 2017

Reconciliation of net cash flow to movement in net cash in the period

Consolidated Statement of Changes in Equity

52 weeks ended 24 March 2017

52 weeks ended 25 March 2016

Notes to the Group Financial Statements

a) Overview

Booker Group plc is a public limited company incorporated in the United Kingdom (Registration number 05145685). The Company is domiciled in the United Kingdom and its registered address is Equity House, Irthlingborough Road, Wellingborough, Northamptonshire, NN8 1LT.

b) Status of financial information

The financial information set out herein does not constitute the Company's statutory accounts for the 52 weeks ended 24 March 2017 or the 52 weeks ended 25 March 2016 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies, and those for 2017 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain statements under sections 498(2) or 498(3) of the Companies Act 2006.

c) Basis of accounting

In accordance with EU law (IAS Regulation EC 1606/2002), the group financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') adopted for use in the EU as at 24 March 2017 ('adopted IFRS'), International Financial Reporting Interpretations Committee ('IFRIC') interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The preliminary results consolidate those of the Company and its subsidiaries (together referred to as the 'Group').

d) Basis of consolidation

Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with an entity and has the ability to affect those returns through its power to direct the relevant activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

e) Accounting standards adopted in the period

The following Adopted IFRSs have been issued and applied by the Group in these financial statements for the first time.

New standards: None

Amendments and interpretations:

· Disclosure Initiative - Amendments to IAS1

· Annual Improvements to IFRSs 2012 - 2014 Cycle

· Amendments to IAS16 and IAS28 'Clarification of Acceptable Methods of Depreciation and Amortisation'

· Amendments to IFRS11 'Accounting for Acquisitions of Interests in Joint Operations'

· Amendments to IFRS10, IFRS12 and IAS28 'Investment Entities: Applying the Consolidation Exception'

Their adoption does not have a material effect on the financial statements.

No exceptional items were recorded in the current year. In the prior year, £2.3m of exceptional costs were charged, consisting of:

· restructuring costs of £4.0m relate primarily to redundancy costs to align staffing levels across the branch network;

· acquisition costs of £2.3m were incurred during the acquisition of BRP and were, in the main, fees in relation to legal and professional services; and

· a £4.0m release of other provisions stems from a reassessment of the likelihood of crystallisation of certain liabilities reserved for many years ago.

Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company's future current tax charge accordingly. The deferred tax assets and liabilities as at 24 March 2017 have been calculated based on these rates.

a) Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to the owners of the Group by the weighted average number of ordinary shares outstanding during the period.

b) Diluted earnings per share

Diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding share options and dilutive shares issuable under the Group's share plans. The number of shares included in the diluted EPS in relation to the SAYE and the share option schemes has been calculated in accordance with IAS33 'Earnings per Share'.

6. Dividends and return of capital

b) Final Dividend

The Board is proposing a final dividend of 4.97 pence per share, which will absorb approximately £89m of distributable reserves.

c) Special Divided

The Board is proposing a special dividend of 3.02 pence per share, which will absorb approximately £54m of distributable reserves.

7. Property, plant and equipment

8. Retirement benefit liabilities

9. Principal risks

During the year the Board carried out a robust assessment of the principal risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity. The principal risks and corresponding mitigation set out below represent the principal uncertainties that the Board believes may impact the Group's ability to deliver effectively its strategy in the future. The list does not include all risks that the Group faces and it does not list the risks in any order of priority.

10. Responsibility statement

This statement is given pursuant to Rule 4 of the Disclosure and Transparency Rules. It is given by each of the Directors.

To the best of each Director's 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 Company and the undertakings included in the consolidation taken as a whole; and

• the Strategic Report includes 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.