Interim Results

21 March 2025

J D WETHERSPOON PLC

INTERIM RESULTS

(For the 26 weeks ended 26 January 2025)

1Separately disclosed items as disclosed in account note 2.

Commenting on the results, Tim Martin, the Chairman of J D Wetherspoon plc, said:

"In the last seven weeks, to 16 March 2025, like-for-like sales increased by 5.0%.

"Increases in national insurance and labour rates will result in company cost increases of approximately £60 million per annum, which amount to approximately £1,500 per pub, per week.

"Since labour costs are around 35% of the pub industry's sales, compared to around 11% for supermarkets, increases of this nature inevitably have a disproportionate impact on pubs, exacerbating the already-wide price differential for customers between the on and off-trade.

"The combination of much higher VAT rates for pubs than supermarkets, combined with increased labour costs will weigh heavily on the pub industry.

"The company currently anticipates a reasonable outcome for the financial year, subject to our future sales performance."

Enquiries:

John Hutson Chief Executive Officer 01923 477777

Ben Whitley Finance Director 01923 477777

Eddie Gershon Company spokesman 07956 392234

Notes to editors

1. J D Wetherspoon owns and operates pubs throughout the UK. The Company aims to provide customers with good-quality food and drink, served by well-trained and friendly staff, at reasonable prices. The pubs are individually designed and the Company aims to maintain them in excellent condition.

2. Visit our website jdwetherspoon.com

3. The financial information set out in the announcement does not constitute the company's statutory accounts for the periods ended 27 July 2025 or 28 July 2024. The financial information for the period ended 28 July 2024 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors have reported on those accounts: their report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. Statutory accounts for 2025 will be delivered to the registrar of companies in due course. This announcement has been prepared solely to provide additional information to the shareholders of J D Wetherspoon, in order to meet the requirements of the UK Listing Authority's Disclosure and Transparency Rules. It should not be relied on by any other party, for other purposes. Forward-looking statements have been made by the directors in good faith using information available up until the date that they approved this statement. Forward-looking statements should be regarded with caution because of inherent uncertainties in economic trends and business risks.

4. The annual report and financial statements 2024 has been published on the Company's website on 4 October 2024.

5. The current financial year comprises 52 trading weeks to 27 July 2025.

6. The next trading update will be issued on 7 May 2025.

CHAIRMAN'S STATEMENT

Trading Summary

Total sales in the half year FY25 were £1,030 million, an increase of 3.9% compared to FY24. The company opened two pubs in the period (the Grand Assembly in Marlow and The Lion and The Unicorn in Waterloo Station, London) and sold six, with 796 pubs open at the period end.

LFL sales increased by 4.8% - bar sales increased by 4.3%, food by 5.4% and slot/fruit machines by 12.4%.

Operating profit, before separately disclosed items, was £64.8 million (2024: £67.7 million). The operating margin, before separately disclosed items, was 6.30% (2024: 6.83%), mainly due to labour and utility costs which, in total, were £30.6 million higher.

Profit, before tax and separately disclosed items, was £32.9 million (2024: £36.0 million).

The pub disposals, referred to above, gave rise to a cash inflow of £3.9 million. There was an exceptional loss on disposal of £2.2 million, recognised in the income statement, relating to these pubs.

Franchises

Wetherspoon opened its first franchised pub in Hull University's student union in January 2022. The second opened at Newcastle University in September 2023, and the third at Haven Primrose Valley Holiday Park, Filey, North Yorkshire in March 2024. The company expects to open a further five franchise pubs in the second half of the current financial year - four of these will be at Haven Holiday Parks.

Earnings

Earnings per share, before separately disclosed items, assisted by share repurchases (please see "Dividends and return of capital", below), were 21.5p (2024: 20.3p).

Capital Investment

Total capital investment was £64.6 million (2024: £57.2 million). £10.4 million was invested in new pubs and pub extensions (2024: £10.5 million), £40.6 million in existing pubs and IT (2024: £34.6 million) and £13.6 million in freehold reversions of properties where Wetherspoon was the tenant (2024: £12.1 million).

Separately disclosed items

Overall, there was a pre-tax 'separately disclosed profit' of £8.5 million (2024: loss of £9.9 million), mainly as a result of a positive movement in the value of interest rate swaps of £11.1 million, partially offset by a loss on disposal of £2.2 million. Details are listed in note 2 of the accounts.

The tax effect on separately disclosed items is a debit of £1.1 million (2024: credit of £3.7 million).

The net book value of the company's assets in the balance sheet at the half year end were £1.40 billion, which is approximately seven times the company's EBITDA (pre IFRS-16), in the last 12 months to January 2025, of £191 million.

Free cash flow

It is anticipated that free cash flow ("FCF"), which has often been higher than profit before tax will, in future, approximately correspond to profit after tax.

The main reasons for the reduction in the ratio of FCF to profit before tax are:

- corporation tax has increased from 19 to 25 per cent between 2019 and today, which will reduce FCF.

- capital reinvestment in existing pubs, which is deducted in calculating FCF, averaged 3.1% of sales in the five years up to 2019. It is estimated that reinvestment will increase to 3.7% of sales, as a result of an increase in expenditure in areas such as IT, staff rooms, updated kitchen equipment and heating and cooling systems.

- depreciation (which is deducted from profit before tax, but added back to FCF) has decreased as a percentage of sales since some older leasehold pubs, which are still in use, and some older assets, have been fully depreciated. In addition, there are likely to be fewer new pubs, which have higher levels of depreciation and higher levels of capital allowances. Depreciation in the five years to 2019 averaged 4.4% of sales and it is estimated that it will average 3.5% in the future.

In the period under review, there was a free cash outflow of £0.5 million mainly as a result of negative working capital of £7.6 million, higher reinvestment of £41 million, higher-than-usual share purchases for employees ("SIPs") and a corporation tax payment in the period of £10.9 million, which was higher than the tax charge in the income statement

Balance sheet

Debt, excluding IFRS-16 lease debt, was £703.5 million at the period end (28 July 2024: £664.8 million).

On an IFRS-16 basis, which includes notional debt from leases, debt increased from £1.07 billion to £1.10 billion at the FY25 Interim review.

Dividends and return of capital

The board declared an interim dividend of 4.0p per share for the current interim financial period ending 26 January 2025 (2024: nil). The interim dividend will be paid on 30th May 2025 to those shareholders on the register at 1st May 2025.

During the period, 1,840,000 shares (1.5% of the share capital) were purchased by the company for cancellation, at a cost of £11.5 million, including stamp duty and fees, representing an average cost per share of 621p.

Financing

The company has total available finance facilities of £938 million.

On 6 June 2024, the company signed a new four-year £840 million banking agreement on attractive terms.

In the last six months, the company has agreed two additional interest rate swaps, at rates of between 4.00% and 4.14%, excluding the banks' margin. The details are shown below:

The total cost of the company's debt, in the period under review, including the banks' margin was 6.59%.

Taxation

The total tax charge for the period was £8.0 million (although as indicated in the section entitled "Free Cash Flow", above, the tax payment in the period was £10.9 million) in respect of profits before separately disclosed items (2024: £6.6 million).

The total tax charge comprises two parts. The first part is the actual current tax (the 'cash' tax) which this year is £5.4 million (2024: £0.1 million). The second part is deferred tax (the 'accounting' tax), which is tax payable in future periods, that must be recognised in the current period for accounting purposes. The accounting tax charge for the period is £2.6 million (2024: £11.1 million).

Important Information

Please note that the sections in italics below, which have been updated, contain important information about the company, which is mostly a reproduction from the chairman's statement in the 2024 annual report:

We're from the government and we're here to help you

At the risk of boring shareholders, we are repeating, in this section, some comments made at the year-end regarding proposed changes to the licensing laws and a tax system which inexplicably benefits supermarkets, since many government ministers, over the decades, appear to have a hobby of introducing daft regulations and taxes which are to the detriment of the pub industry.

Pubs are highly regulated businesses, controlled by licensing laws, which originate in parliament.

In recent weeks, according to press reports, two potential changes to licensing regulations have been aired by government ministers and academic researchers, both aimed at lowering alcohol consumption.

The first is that pub and hospitality licensing hours might be reduced. Since 1988, pubs have been able to open all day, having previously been required to close for around two or three hours each afternoon.

In addition, in 2005, the then government further liberalised licensing laws, which resulted in many pubs opening an hour or two more in the evening - in Wetherspoon's case, usually until midnight on weekdays and until 1am on Fridays and Saturdays.

Counterintuitively, since these liberalisations, the share of alcohol consumption of the "on-trade" - pubs, clubs, restaurants etc - has plummeted.

In the early 1980s, the on-trade accounted for about 90% of beer sales, for example.

This dropped to about 50% before the pandemic and is now about 40%, probably due to the increase in price disparity with supermarkets, which stems from the tax disadvantage referred to in the section entitled "VAT equality" below.

The effect of reducing pub opening times would certainly further reduce on-trade consumption, but that reduction is likely to be replaced by "off-trade" consumption at home and in other "unregulated" environments.

Among the advantages of the on-trade, linked to regulation, are that consumption is supervised by trained licensees, police and local authorities, in many cases including CCTV coverage of premises, and so on.

This does not mean that pubs are invariably oases of tranquillity but, in general, pub behaviour is good and pubs are valued by communities.

The second, slightly daft, proposal is reported as emanating from Cambridge University - that pubs should sell beer in quantities of two-thirds of a pint (sometimes called schooners), rather than the traditional pint.

Common sense indicates that reducing glass sizes is unlikely, due to human nature, to reduce alcohol consumption in pubs, and would also have no effect whatsoever on drinks bought in supermarkets, unless container sizes in supermarkets were also, unrealistically, reduced.

For example, our Aussie cousins, notorious guzzlers, already use schooners without any noticeable reduction in consumption.

Both these proposals seem likely, if implemented, to encourage off-trade consumption at the expense of the on-trade, thereby exchanging the relatively highly priced and supervised pub environment for the inexpensive and unsupervised alternative of home, park and party consumption.

The word 'pub' may have a misleading connotation for some ministers and researchers. For example, Wetherspoon's highest selling draught product by far, is Pepsi. Coffee and tea volumes, which are not in the draught category, are approximately double those of Pepsi. The reality is that products sold in pubs have radically changed in recent decades.

In summary, neither of these proposals would seem to pass the common-sense test.

Scottish Business Rates

In appendix 1 below, we explain how business rates for Scottish pubs, theoretically based on property values, have, by a strange process of legal reasoning, become a de facto sales tax, based on the sales performance of the occupier.

VAT equality

Wetherspoon, along with many in the hospitality industry, has been a strong advocate of tax equality between the off-trade, which consists mainly of supermarkets, and the on-trade, consisting mainly of pubs, clubs and restaurants.

Pubs, clubs and restaurants pay 20% VAT in respect of food sales but supermarkets pay nothing. Supermarkets also pay far less business rates per pint or meal than pubs.

It does not make economic sense for the tax system to favour mainly out-of-town supermarkets over mainly high-street pubs.

This imbalance is a major factor in town centre and high street dereliction.

Our more detailed arguments on this point, from our FY23 annual report, can be found in appendix 2 below.

How pubs contribute to the economy

Wetherspoon and other pub and restaurant companies have always generated far more in taxes than are earned in profit.

In the period ended 26 January 2025, the company generated taxes of £410.4 million.

The table below shows the £6.6 billion of tax revenue generated by the company, its staff and customers in the last ten and a half years.

Each pub, on average, generated £7.6 million in tax during that period. The tax generated by the company, during this period, equates to approximately 25.2 times the company's profits after tax.

Republic of Ireland pubs contributed €5.5 million of tax contributions during the year, of which €2.6 million related to VAT, €1.5 million alcohol duty and €1.1 million employment taxes.

Note - this table is prepared on a cash basis. IFRS-16 from FY20 onward

Corporate governance

Wetherspoon has been a strong critic of the composition of the boards of UK-quoted companies.

Directors of UK PLCs have, on average, relatively little experience of the companies they govern, due to the "nine-year rule", which limits their tenure, combined with the fact that most directors are part-time, and have never worked for the company in question, on a full-time basis.

In addition, those responsible for overseeing governance, among institutional shareholders, are often responsible for several hundred companies each, making genuine board engagement impossible, and thereby necessitating a "tick-box" approach, which is the antithesis of good governance.

The combination of arbitrary rules, the preponderance of part-time directors and overloaded institutional governance departments means that bureaucracy and virtue-signalling, rather than innovation and efficacy, dominate most UK PLC boardrooms.

In appendix 3 below, further details are provided on this issue from our FY23 annual report.

Further progress

In the period Wetherspoon awarded £20.4 million of bonuses and free shares to employees, of which 97.9% was paid to staff below board level and 86.3% was paid to staff working in our pubs.

The average length of service of a pub manager increased to 15.2 years, and of a kitchen manager is 11.2 years.

Wetherspoon has been recognised by the Top Employers Institute as a Top Employer United Kingdom 2025. It is the 20th time that Wetherspoon has been certified by the Top Employers' Institute.

251 pubs feature in the 2025 Good Beer Guide, an increase of 15 compared to last year.

In November 2023, Wetherspoon was voted the Best Airport Retailer for Food & Beverages at the British Travel Awards.

In August 2024, our national distribution centre in Daventry, operated by DHL, had its 20th anniversary. 27 of the original colleagues from 2004 are still working there. In addition, we opened a secondary warehouse in Rugby which, as well as acting as a business continuity solution, will allow for further company volume growth.

The company has an extensive training programme for its employees, including 'kitchen of excellence' training, as well as cellar, dispense and coffee academy training.

Wetherspoon has recently been included in the Financial Times 'FT - Statista Leaders 2025' report, which highlights Europe's leading companies in diversity and inclusion.

The company's UK nominated charity is Young Lives vs. Cancer (previously CLIC Sargent). It supports children and young people with cancer. Since our partnership began in 2002, Wetherspoon has raised over £24.4 million for the charity, thanks to the generosity and efforts of our customers and employees.

677 of the company's washrooms have been awarded the highest platinum or diamond statuses by the National Loo of the Year awards. The awards are aimed at highlighting and improving standards of away from home washrooms across the UK. The washrooms are judged against numerous criteria, including décor and maintenance, cleanliness, accessibility, handwashing and drying equipment and overall management.

In January 2024, the company was awarded the highest rating by the Sustainable Restaurant Association - the world's largest accreditation scheme for pubs and restaurants, see https://www.jdwetherspoon.com/wp-content/uploads/2025/03/pages-for-interim-report.pdf.

Wetherspoon came second in the 2024 'Out to Lunch' league table, compiled by the Soil Association. Restaurants and pubs are judged and scored on a range of criteria: family friendliness, healthy options, food quality, value, sustainability and ingredients' provenance.

Wetherspoon is seeking to extend the appeal of its menu. For example, 41% of the dishes on the menu that is available in the majority of pubs are vegetarian, 14% are vegan and 27% are under 500 calories.

Cod and haddock are sourced from fisheries which have been certified as well-managed and sustainable fisheries.

Wetherspoon uses 100% UK and Irish beef on its food menu, traceable from farm to fork.

100% of the eggs served on the menu are free range. All shell eggs are certified with the British Lion quality mark and are RSPCA assured, ensuring the highest standards of animal welfare.

Guinness have a 'Quality Accreditation Programme'. Independent assessors review 17 aspects of quality. 100% of pubs passed their Guinness accreditation.

Since 2008, Wetherspoon has invited brewers from overseas to feature their ales in its real-ale festivals. To date, these brewers have contributed 235 ales, from 147 breweries in 29 countries. In addition, the company works with over 250 UK brewers, mostly small or "micro" brewers.

Since 1999, Wetherspoon has worked with independent real-ale quality assessor Cask Marque to gauge the quality of ale being served in its pubs. Cask Marque carries out an 11-point audit covering stock rotation, beer line cleanliness, equipment maintenance, glasswashing cleanliness and hygiene. A star rating is awarded from 1 to 5, with a target of 4 to 5 stars for all pubs. Cask Marque state that 66% of UK pubs achieve 4 or 5 stars. 98.1% of Wetherspoon pubs have achieved 4 or 5 stars.

Sustainability, recycling and the environment

Wherever possible, Wetherspoon separates waste into nine streams: food waste; glass; tins/cans; cooking oil; paper/cardboard; plastic; lightbulbs; waste electrical and electronic equipment (WEEE); general waste and from December 2024 - Tetra Pak cartons

Wetherspoon's national distribution centre, at Daventry, also includes an in-house 24-hour recycling centre, with a dedicated workforce and specialist equipment. When making deliveries to pubs, lorries collect recycling, used cooking oil and reusable items for return to the recycling centre - so reducing the company's carbon footprint from reduced road miles.

4,562 tonnes of recyclable waste were processed in the first six months of this year at our national recycling centre. In addition, food waste is sent for 'anaerobic digestion' and used cooking oil is converted to biodiesel for agricultural use.

Automated meter readers for electricity and gas, which provide half hourly consumption data, are installed in the majority of pubs to facilitate energy consumption reporting. We are now also commencing a rollout of 100 automated meter readers for water in our highest consuming sites.

Technologies such as Voltage Optimisation and solar are being trialled.

Bonuses and free shares

As indicated above, Wetherspoon has, for many years (see table below), operated a bonus and share scheme for all employees. Before the pandemic, these awards increased, as earnings increased for shareholders.

1(IFRS-16 was implemented in the year ending 26 July 2020 (FY20). From this period all profit numbers in the above table are on a Post IFRS-16 basis. Prior to this date all profit numbers are on a Pre IFRS-16 basis.

2 Excludes 2020, 2021 and 2022.

Length of service

The table below provides details of the improved retention levels of pub and kitchen managers, key areas for any pub company, in the last decade.

Food hygiene ratings

Wetherspoon has always emphasised the importance of hygiene standards.

We now have 734 pubs rated on the Food Standards Agency's website (see table below). The average score is 4.99, with 99.2% of the pubs (all but 6) achieving a top rating of five stars. We believe this to be the highest average rating for any substantial pub company.

In the separate Scottish scheme, which records either a 'pass' or a 'fail', all of our 55 pubs have passed.

Property litigation

Some years ago, Wetherspoon took successful legal action for fraud against its own property advisors Van de Berg, who were found, by the court, to have diverted freehold properties to third parties, leaving Wetherspoon with an inferior leasehold interest.

Following the Van de Berg case, Wetherspoon instigated further legal actions against a number of individuals and companies who had freehold properties introduced to them by Van de Berg. Liability was denied by all. The cases were contested and settled out of court. Details can be found in appendix 4 below.

Press corrections

In the febrile atmosphere of the first UK lockdown, a number of harmful inaccuracies were published in the press. A large number of corrections and apologies were received, as a result of legal representations by Wetherspoon.

In order to try to set the record straight, a special edition of Wetherspoon News was published, which includes details of the apologies and corrections. It can be found on the company's website:

(https://www.jdwetherspoon.com/wp-content/uploads/2024/08/Does-Truth-Matter_.pdf).

Pubwatch

As Wetherspoon has previously highlighted, Pubwatch is a forum which has improved wider town and city environments, by bringing together pubs, local authorities and the police, in a concerted way, to encourage good behaviour and to reduce antisocial activity.

Wetherspoon pubs are members of 532 schemes country wide, with 4 new schemes and 10 less schemes due to disposals.

The company also helps to fund National Pubwatch, founded in 1997 by just two licensees and a police office. This is the umbrella organisation which helps to set up, co-ordinate and support local schemes.

It is our experience that in some towns and cities, where the authorities have struggled to control antisocial behaviour, the setting up of a Pubwatch has been instrumental in improving safety and security - of not only licensed premises, but also the town and city in general, as well as assisting the police in bringing down crime.

Conversely, we have found, in several towns, including some towns on the outskirts of London, that the absence of an effective Pubwatch scheme results in higher incidents of crime, disorder and antisocial behaviour.

In our view, Pubwatch is integral to making towns and cities a safe environment for everyone.

World Health Organisation report

The company continues to be concerned about the possibility of further lockdowns and about the efficacy of the government enquiry into the pandemic, which will not be concluded for several years.

In contrast, the World Health Organisation (WHO) reported on its findings in 2022.

Professor Francois Balloux, director of the UCL Genetics Institute, writing in The Guardian, and Professor Robert Dingwall, of Trent University, writing in the Telegraph, provide useful synopses of the WHO report:

(see pages 54-56 of Wetherspoon News

https://www.jdwetherspoon.com/wp-content/uploads/2024/04/Wetherspoon-News-autumn-2022.pdf)

The conclusion of Professor Balloux, broadly echoed by Professor Dingwall, based on an analysis by the World Health Organisation of the pandemic, is that Sweden (which did not lock down), had a Covid-19 fatality rate "of about half the UK's" and that "the worst performer, by some margin, is Peru, despite enforcing the harshest, longest lockdown."

Professor Balloux concludes that "the strength of mitigation measures does not seem to be a particularly strong indicator of excess deaths."

Current trading and outlook

In the last seven weeks, to 16 March 2025, like-for-like sales increased by 5.0%.

As previously indicated, increases in national insurance and labour rates will result in company cost increases of approximately £60 million per annum, which amount to approximately £1,500 per pub, per week.

Since labour costs are around 35% of the pub industry's sales, compared to around 11% for supermarkets, increases of this nature inevitably have a disproportionate impact on pubs, exacerbating the already-wide price differential for customers between the on and off-trade.

The combination of much higher VAT rates for pubs than supermarkets, combined with increased labour costs will weigh heavily on the pub industry.

The company currently anticipates a reasonable outcome for the financial year, subject to our future sales performance.

APPENDIX 1 Extract from Wetherspoon FY23 Annual report, Chairman's Statement

Business rates transmogrified to a sales tax

Business rates are supposed to be based on the value of the building, rather than the level of trade of the tenant. This should mean that the rateable value per square foot is approximately the same for comparable pubs in similar locations. However, as a result of the valuation approach adopted by the government "Assessor" in Scotland, Wetherspoon often pays far higher rates per square foot than its competitors.

This is highlighted (in the tables below) by assessments for the Omni Centre, a modern leisure complex in central Edinburgh, where Wetherspoon has been assessed at more than double the rate per square foot of the average of its competitors, and for The Centre in Livingston (West Lothian), a modern shopping centre, where a similar anomaly applies.

As a result of applying valuation practice from another era, which assumed that pubs charged approximately the same prices, the raison d'être of the rating system - that rates are based on property values, not the tenant's trade - has been undermined.

Similar issues are evident in Galashiels, Arbroath, Anniesland - and, indeed, at most Wetherspoon pubs in Scotland. In effect, the application of the rating system in Scotland discriminates against businesses like Wetherspoon, which have lower prices, and encourages businesses to charge higher prices. As a result, consumers are likely to pay higher prices, which cannot be the intent of rating legislation.

In summary, as a result of the approach taken in Scotland, business rates for pubs are de facto a sales tax, rather than a property tax, as the above examples clearly demonstrate.

APPENDIX 2 Extract from Wetherspoon FY23 Annual report, Chairman's Statement:

VAT equality

As we have previously stated, the government would generate more revenue and jobs if it were to create tax equality among supermarkets, pubs and restaurants.

Supermarkets pay virtually no VAT in respect of food sales, whereas pubs pay 20%. This has enabled supermarkets to subsidise the price of alcoholic drinks, widening the price gap, to the detriment of pubs and restaurants. Pubs also pay around 20 pence a pint in business rates, whereas supermarkets pay only about 2 pence, creating further inequality.

Pubs have lost 50% of their beer sales to supermarkets in the last 35 or so years. It makes no sense for supermarkets to be treated more leniently than pubs, since pubs generate far more jobs per pint or meal than do supermarkets, as well as far higher levels of tax. Pubs also make an important contribution to the social life of many communities and have better visibility and control of those who consume alcoholic drinks.

.

Tax equality is particularly important for residents of less affluent areas, since the tax differential is more important there - people can less afford to pay the difference in prices between the on and off trade.

As a result, in these less affluent areas, there are often fewer pubs, coffee shops and restaurants, with less employment and increased high-street dereliction. Tax equality would also be in line with the principle of fairness - the same taxes should apply to businesses which sell the same products.

APPENDIX 3 Extract from Wetherspoon FY23 Annual report, Chairman's Statement

Corporate Governance

As a result of the 'nine-year rule', limiting the tenure of NEDs and the presumption in favour of 'independent', part-time chairmen, boards are often composed of short-term directors, with very little representation from those who understand the company best - people who work for it full time, or have worked for it full time.

Wetherspoon's review of the boards of major banks and pub companies, which teetered on the edge of failure in the 2008-10 recession, highlighted the short "tenure", on average, of directors.

In contrast, Wetherspoon noted the relative success, during this fraught financial period, of pub companies Fuller's and Young's, the boards of which were dominated by experienced executives, or former executives.

As a result, Wetherspoon increased the level of experience on the Wetherspoon board by appointing four "worker directors".

All four worker directors started on the 'shop floor' and eventually became successful pub managers. Three have been promoted to regional management roles. They have worked for the company for an average of 24 years.

Board composition cannot guarantee future success, but it makes sensible decisions, based on experience at the coalface of the business, more likely.

The UK Corporate Governance Code 2018 (the 'Code') is a vast improvement on previous codes, emphasising the importance of employees, customers and other stakeholders in commercial success. It also emphasises the importance of its comply-or-explain ethos, and the consequent need for shareholders to engage with companies in order to understand their explanations.

A major impediment to the effective implementation of comply or explain seems to be the undermanning of the corporate governance departments of major shareholders.

For example, Wetherspoon has met a compliance officer from one major institution who is responsible for around 400 companies - an impossible task.

As a result, it appears that compliance officers and governance advisors, in practice, often rely on a "tick-box" approach, which is, itself, in breach of the Code.

A further issue is that many major investors, in their own companies, for sensible reasons, do not observe the nine-year rule, and other rules, themselves. An approach of "do what I say, not what I do" is clearly unsustainable.

APPENDIX 4 Extract from Wetherspoon FY23 Annual report, Chairman's Statement:

Property Litigation

In 2013, Wetherspoon agreed an out-of-court settlement of approximately £1.25 million with developer Anthony Lyons, formerly of property leisure agent Davis Coffer Lyons, relating to claims that Mr Lyons had been an accessory to frauds committed by Wetherspoon's former retained agent Van de Berg and its directors Christian Braun, George Aldridge and Richard Harvey in respect of properties in Leytonstone (which currently trades as the Walnut Tree), Newbury (which was leased to Café Rouge) and Portsmouth (which currently trades as The Isambard Kingdom Brunel).

Of these three properties, only Portsmouth was pleaded by Wetherspoon in its case 2008/9 case against Van de Berg. Mr Lyons denied the claim and the litigation was contested.

In the Van de Berg litigation, Mr Justice Peter Smith ruled that Van de Berg, but not Mr Lyons (who was not a party to the case), fraudulently diverted the freehold of Portsmouth from Wetherspoon to Moorstown Properties Limited, a company owned by Simon Conway, which leased the property to Wetherspoon.

As part of a series of cases, Wetherspoon also agreed out-of-court settlements with:

1) Paul Ferrari of London estate agent Ferrari Dewe & Co, in respect of properties referred to as the 'Ferrari Five' by Mr Justice Peter Smith in the Van de Berg case, and

2) Property investor Jason Harris, formerly of First London and now of First Urban Group who paid £400,000 to Wetherspoon to settle a claim in which it

 was alleged that Harris was an accessory to frauds committed by Van de Berg. Harris contested the claim and did not admit liability.

Messrs Ferrari and Harris both contested the claims and did not admit liability.

INCOME STATEMENT for the 26 weeks ended 26 January 2025

STATEMENT OF COMPREHENSIVE INCOME for the 26 weeks ended 26 January 2025

CASH FLOW STATEMENT for the 26 weeks ended 26 January 2025

1 Free cash flow is a measure not required by accounting standards; a definition is provided in the accounting policies within the 2024 Annual Report.

BALANCE SHEET as at 26 January 2025

STATEMENT OF CHANGES IN EQUITY