Annual

Report &

Accounts

2022

Group plc

4imprint Group plc Annual Report & Accounts 2022

Find out more online:

investors.4imprint.com

Our purpose is to harness

the enduring appeal of

promotional products to

help our customers build

their brand, promote their

initiatives, achieve their

marketing goals and make

lasting connections with those

who are important to them.

OVERVIEW

01 Highlights

02 At a Glance

04 Chairman’s Statement

STRATEGIC REPORT

06 Chief Executive’s Review

09 Strategic Objectives

12 Key Performance Indicators

14 Market Position

18 Business Model

20 Sustainability

34 Financial Review

41 Principal Risks & Uncertainties

50 Stakeholder Engagement

CORPORATE GOVERNANCE

54 Corporate Governance Report

56 Board of Directors

58 Statement on Corporate

Governance

63 Nomination Committee Report

66 Audit Committee Report

71 Annual Statement by the Chair of

the Remuneration Committee

73 Remuneration Report

87 Directors’ Report

89 Statement of Directors’

Responsibilities

FINANCIAL STATEMENTS

90 Independent Auditor’s Report

100 Group Income Statement

101 Group Statement of

Comprehensive Income

102 Group Balance Sheet

103 Group Statement of Changes in

Shareholders’ Equity

104 Group Cash Flow Statement

105 Notes to the Financial Statements

131 Company Balance Sheet

132 Statement of Changes in Company

Shareholders’ Equity

133 Company Cash Flow Statement

134 Notes to the Company’s Financial

Statements

ADDITIONAL INFORMATION

142 Alternative Performance Measures

144 Five Year Financial Record

IBC Registered Office and Company

Advisers

With every order we are trusted to carry a distinctive logo or message

on our products, so we understand clearly that our primary aim is to

be certain to make our customers and their organisations shine.

We deliver on this trust by cultivating an authentic environment where

our people are valued and empowered to do their best work.

Our priority is to attract and retain a diverse team, each member

of which is committed to creating mutually beneficial, sustainable

outcomes for all stakeholders and the environment, in turn protecting

and strengthening the long-term interests of the Company and

ourShareholders.

4imprint Group plc Annual Report & Accounts 2022

HIGHLIGHTS

Operational overview

Strong trading momentum; strategic revenue

target of $1bn surpassed and profit before tax

exceeded $100m

1,860,000 total orders processed in 2022 (2021:

1,429,000); 307,000 new customers acquired in

theyear (2021: 263,000)

Brand investment driving a step change in the

productivity of the overall marketing mix

Very strong financial position, with cash and bank

deposits of $86.8m; no debt

Special dividend proposed of 200.00c per share

Good progress on ESG, including completion of

the $2m solar array project at the Oshkosh

distribution centre

Financial overview

REVENUE

$1,140.29m

+45%

2021: $787.32m

OPERATING PROFIT

$102.90m

+236%

2021: $30.65m

PROFIT BEFORE TAX

$103.71m

+243%

2021: $30.23m

BASIC EPS

285.57c

+255%

2021: 80.46c

CASH AND BANK DEPOSITS

$86.75m

+109%

2021: $41.59m

TOTAL PAID AND PROPOSED DIVIDEND PER SHARE

160.00c

+256%

2021: 45.00c

TOTAL PAID AND PROPOSED DIVIDEND PER SHARE

132.24p

+291%

2021: 33.82p

PROPOSED SPECIAL DIVIDEND PER SHARE

200.00c

PROPOSED SPECIAL DIVIDEND PER SHARE

165.38p

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

4imprint Group plc Annual Report and Accounts 2022

AT A GLANCE

Record breaking

organic revenue

growth

We are a direct marketer of promotional

products with operations in North

America, the UK and Ireland. After two

years of pandemic-affected trading,

in 2022 the Group demonstrated its

recovery with record financial results.

Revenue exceeded our long-held strategic target of $1bn and delivered

record profit before tax of more than $100m in the year.

What we do

We make it easy for our customers to

promote their service, product or event.

Our customers know that promotional

products from 4imprint’s extensive

range along with personal, expert

service on every order will ensure that

their name – and brand – looks great in

front of their target audience.

Our objective

Our objective is to deliver market-

beating organic revenue growth

by expanding our share in the still

fragmented markets in which we

operate. We aim to establish 4imprint

as ‘the’ leading promotional products

brand within our target audience

through sustained investment in an

evolving marketing portfolio.

4imprint Group plc Annual Report and Accounts 2022

0202

1,140.3

102.9

285.57

787.3

30.7

80.46

560.0

4.0

11.03

860.8

53.6

152.42

738.4

44.3

125.61

Five year growth

Where we do it

We operate the same business model in two primary geographical markets:

NORTH AMERICA

Most of our revenue is generated in the USA

and Canada, serviced from an office and a

distribution centre in Oshkosh, Wisconsin.

REVENUE

$1,120.5m

98%

EMPLOYEES

1,367

December 2022

UK & IRELAND

Customers in the UK and Irish

markets are serviced from an office

inManchester,UK.

REVENUE

$19.8m

EMPLOYEES

December 2022

How we do it

Our business operations are focused around a highly developed direct marketing business model. Organic revenue growth is

delivered by using a wide range of data-driven, online, offline and brand-based marketing techniques to capture market share in

the large and fragmented promotional product markets that we serve.

Reaching our customers

Innovative marketing allows us

to introduce millions of potential

customers to tens of thousands

of customised products.

Looking after our customers

We have an exceptional culture

revolving around the delivery of

remarkable customer service,

and a robust satisfaction

guarantee that our customers

can rely on.

Our product range

Our merchandisers work

closely with our suppliers to

continuously update and curate

our extensive productrange.

Application of technology

Our appetite for technology

delivers an attractive customer

experience, an efficient order

processing platform and

sophisticated data-driven

analytics.

REVENUE ($m)

$1,140.3m

OPERATING PROFIT ($m)

$102.9m

BASIC EARNINGS PER SHARE (c)

285.57c

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

4imprint Group plc Annual Report and Accounts 2022

CHAIRMAN’S STATEMENT

Overview

2022 was an outstanding year for

4imprint. Two major financial milestones

were achieved:

– We surpassed our strategic

revenue target of $1bn; and

– For the first time in the

Group’s history, profit before

tax exceeded $100m.

Underpinning the numbers, 2022

was characterised by the resilience

and scalability of our direct marketing

business model and, above all, by the

extraordinary dedication and tenacity of

our people in providing the best possible

service to our customers in the face of

unprecedented growth in demand.

Financial performance

After a relatively quiet first quarter, strong

trading momentum was evident in the

Group’s financial performance for the

remainder of the year, prompting several

unscheduled positive market updates.

Enhanced productivity from our marketing

activities, relative stability in gross margins

and operational leverage over fixed and

semi-fixed elements of the cost base

joined together to produce a powerful

combination of growth, profitability and

cash generation for the year.

Group revenue for 2022 was $1.14bn,

an increase of $353.0m or 45% over

2021. Profit before tax for the year was

$103.7m (2021: $30.2m), resulting in

basic earnings per share of 285.57c,

(2021: 80.46c). The Group ended 2022 in

a strong financial position, with cash and

bank deposits of $86.8m (2021: $41.6m).

Clarity of

strategic

direction

4imprint Group plc Annual Report and Accounts 2022

Strategic direction

The Group’s progress in 2022 is a direct

consequence of both the clarity of our

strategic direction and our deep-seated

cultural commitment to ‘doing the right

thing’ for all stakeholders. In particular,

we took a long-term view of the

business and its prospects throughout

the pandemic-affected years of 2020

and 2021. Notably:

– We did not deviate from our

commitment to our people.

They are the cornerstone of the

4imprint culture and are essential

to producing such impressive

financialresults.

– We continued to develop and

invest in the increasingly important

brand component of our marketing

programme. This sustained strategic

commitment has given us the

flexibility we anticipated and is

clearly having a beneficial impact on

the efficiency of our marketing mix.

The Board recognises that adding more

than $350m of organic revenue in

2022 was an outstanding achievement,

particularly after a two-year period

marked by the significant adverse impact

of the pandemic. As such, following

on from its annual strategic review

in Oshkosh in early November 2022,

the Board has approved significant

incremental investment in the business

in 2023, primarily in people, in order to

consolidate gains already made and to

drive future profitable revenue growth.

In this context, the Board remains

committed to the Group’s strategy and

business model as well as confident in

the strength of its competitive position.

ESG

There have been several important

developments in 2022 in support of the

Group’s ESG objectives. We were re-

certified as a CarbonNeutral

company by

Climate Impact Partners, and the team

has worked on several additional energy

reduction initiatives, most notably the

installation of a 2,660 panel solar array

at the Oshkosh distribution centre. In

addition, there has been significant

progress in expanding and developing

Better Choices™, our sustainable

product initiative.

Dividend

The Group enters 2023 in a very strong

financial position, with cash and bank

deposits of $86.8m. In view of the Group’s

financial performance in 2022 and its likely

cash requirements in 2023, the Board

recommends a final dividend per share of

120.00c (2021: 30.00c), giving a total paid

and proposed 2022 regular dividend per

share of 160.00c (2021: 45.00c).

In addition, and consistent with both the

Group’s capital allocation framework

and its balance sheet funding guidelines,

the Board is pleased to recommend an

additional, special dividend per share of

200.00c (2021: 0.00c), to be paid in June

2023 alongside the 2022 final dividend.

Outlook

Following an extremely strong trading

performance in 2022, we enter the

2023 financial year with momentum

and confidence. Trading results in

the first few weeks of 2023 have

beenencouraging.

PAUL MOODY

CHAIRMAN

14 March 2023

“ 2022 was an

outstanding

year for

4imprint.”

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

4imprint Group plc Annual Report and Accounts 2022

A remarkable

year for

4imprint

CHIEF EXECUTIVE’S REVIEW

Performance overview

2022 was a remarkable year for 4imprint.

Guided by a clear strategic plan and

driven by the tremendous efforts of

our teammates and supplier partners,

we have emerged from the pandemic

stronger than we entered it, generating

record levels of revenue and profitability,

increased market share and excellent

progress on several important initiatives.

The first quarter of 2022 was broadly

in line with our initial expectation to

deliver another solid step forward in the

recovery of the business after two years

that were badly affected by the pandemic.

Total orders received in the first quarter

were up a respectable 7% when

measured against 2019, the last ‘normal’

comparative. However, from the start of

the second quarter through to the end

of 2022 the trading performance of the

Group improved markedly. Total orders in

that period were up over the same 2019

comparative by an aggregate of 20%.

Comparisons to the prior year are equally

impressive. In total, 1,860,000 orders

were processed in 2022, representing an

increase of 30% over 2021. Importantly,

the proportion of new customers

acquired has been very encouraging.

In 2022 we acquired 307,000 new

customers, a 17% increase over the

263,000 acquired in the prior year.

4imprint Group plc Annual Report and Accounts 2022

Therecovery in new customer acquisition

in both 2021 and 2022 drove robust

existing customer order counts which

had previously been hindered by the

sharp decrease in customer acquisition

activity during the worst of the pandemic

in 2020. It is reassuring that customers

acquired during the pandemic/recovery

timeframe have demonstrated typical

or even slightly improved retention

characteristics, indicating that they are

squarely within our target profile.

Average order values in 2022 were 5%

above prior year, the result of changes in

the merchandising mix as well as general

inflationary price adjustments through

the year. This led to a total increase at

the demand revenue (value of orders

received) level of 36% over 2021.

These very strong demand numbers

translated into significant gains in year-

on-year financial performance.

– Group revenue for 2022 was $1.14bn,

representing an increase of 45%

or $353.0m over 2021. It should

be noted that 2022 revenue was

boosted by a timing effect of around

$30m related to an unusually high

order backlog at the 2021 year-end.

This was caused by global and local

supply chain issues delaying orders in

process. As anticipated, this situation

largely unwound to the benefit of

2022 reported revenue as the supply

situation improved and orders

werecompleted.

Operational highlights

Beyond the financial performance,

muchprogress was made on operational

initiatives, all set in the context of the

stresses and strains on the organisation

from delivering more than $350m of

incremental organic revenue growth in

ashort space of time.

– People. Our people are crucial to our

current and future success. This was

clearly demonstrated in the context

of the very strong demand levels

seen in the business from the second

quarter of 2022 onwards. Our team

members across the entire business

were willing to go above and beyond

to deliver the best possible customer

service in the face of record order

intake volumes and an improving

but still challenging supply chain.

We have invested in remuneration

and benefit initiatives in the year,

including the full restoration of

quarterly payouts under our quarterly

‘gainshare’ and other leadership

bonus plans that had been paused

during the pandemic. In addition, in

September 2022 we paid a special

‘one-off’ bonus of $1,000 or local

equivalent to all team members in

recognition of extraordinary effort

and an attitude of mind that so clearly

reflects 4imprint’s culture and values.

So far we have been successful in

attracting, recruiting and training

the additional team members that

we need to service our further

growthaspirations.

Revenue

2022

2021

$m Change

North America 1,120.52 773.71 +45%

UK & Ireland 19.77 13.61 +45%

Total 1,140.29 787.32 +45%

Operating profit

2022

2021

$m Change

Direct Marketing operations 107.91 34.54 +212%

Head Office costs (5.01) (3.89) +29 %

Total 102.90 30.65 +236%

– In terms of profitability, the Group

delivered a step change in results.

Operating profit for 2022 of

$102.90m was 236% above the 2021

comparative of $30.65m. Clearly,

the revenue volume growth outlined

above was a key factor in driving this

very favourable profitability dynamic,

but the effect was amplified by: (i)

gross margins remaining broadly

stable in an inflationary environment;

(ii) significant gains in the productivity

of our marketing investment; and (iii)

operational gearing over the fixed and

semi-fixed elements of the cost base.

– The 4imprint direct marketing

business model remains very cash

generative, with free cash flow in

the year of $63.88m (2021: $5.95m)

leading to cash and bank deposits at

the 2022 year-end of $86.8m (2021:

$41.6m).

We are convinced that the strength of

the Group’s financial performance in

2022 is a direct result of our strategic

commitment to keep investing in the

business even during a severe economic

downturn. We know that this continued

investment, primarily in people and

marketing, forms the foundation

necessary to take advantage of the

significant market share opportunity

that lies ahead.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

– Marketing. Our commitment to

staying in front of our customers

during an economic downturn

was validated as the pandemic

receded. The strategic evolution of

our marketing mix in recent years

to include and increasingly invest

in a brand awareness element was

accelerated and we have used the

improved flexibility this new mix

offers to take full advantage of the

immediate market share opportunity,

at the same time as strengthening

the business for the long term. The

success of this approach to managing

our marketing budget in 2022 was

reflected in large part in our revenue

per marketing dollar KPI in the year of

$8.86, an increase of 44% over prior

year (2021: $6.17).

– Supply. As anticipated, the supply

chain constraints seen in 2021

continued into the first half of 2022.

The deep relationships that we

have with our key tier 1 suppliers

again proved to be invaluable in

dealing with these situations, with

the effect that the logistics, inventory

and production labour pressures

eased considerably in the second

half of the year. In common with

most businesses, we experienced

significant inflationary pressure on

cost of product during the year. Whilst

we implemented carefully considered

price increases to help address these

increasing costs, we continued to

approach pricing thoughtfully so as

to remain very well positioned in

the market, supporting the strong

customer acquisition and retention

numbers described above.

– Screen-printing. In April 2022

we completed the purchase of the

business and assets of a small, nearby

apparel screen-printing business

that had been a long-standing and

valued supplier. The assets, but more

importantly the expertise acquired

will provide the seed from which we

can expand our apparel decorating

capabilities and capacity in support of

the continued growth of this category.

In terms of strategic rationale,

the parallel is the substantial in-

house embroidery operation, built

from small beginnings, that has

underpinned our significant growth

inthis important category.

ESG

Even as the team worked incredibly hard

to manage the swift and sharp recovery,

excellent progress was made on our ESG

agenda in 2022.

– We maintained and renewed our

CarbonNeutral

business certification.

– The team has worked on further energy

and waste reduction initiatives, with the

ultimate goal of moving towards clean

energy initiatives and reducing reliance

on carbon offset products.

– A 2,660 panel solar array was installed

and became operational in the year at

the Oshkosh distribution centre.

– There has been exciting progress in

expanding and developing our Better

Choices™ sustainable products range.

Looking ahead

We are proud of what our business

has achieved in 2022. Our strategy is

clear, our business model is flexible and

scalable and we see opportunities to

take more share in the markets in which

we operate.

CHIEF EXECUTIVE’S REVIEW CONTINUED

“ Our strategy is clear, our

business model is flexible

and scalable and we see

opportunities to take more

share in the markets in which

we operate.”

4imprint Group plc Annual Report and Accounts 2022

STRATEGIC OBJECTIVES

Building a commercially and

environmentally sustainable business

that delivers value to all stakeholders

OBJECTIVES

To protect and enhance the 4imprint brand

as synonymous with the principles and

values that it represents

To deliver the extraordinary customer

servicerequired to acquire and retain the

customer relationships that support long-

term valuecreation

To curate and preserve a distinct and diverse

culture that develops, empowers and values

team members

To embrace environmental initiatives tailored

to achieve maximum impact in the context of

our business and operations

To maintain collaborative and mutually

beneficial relationships with our supplier

partners, grounded in clear social and

ethicalexpectations

To support, participate in and give back to

our local communities

KEY ENABLERS

– Relentless focus on excellence in customer service

– Culture guided by application of the 4imprint

Compass and ‘The Golden Rule’

– Investment in environmental initiatives,

and setting of clear and measurable

performancetargets

– Clear social and ethical policies and expectations

– 4imprint Supply Chain Code of Conduct

– Charitable giving programme and encouragement

of all team members to volunteer or otherwise

participate in their local communities

KPIs (SEE PAGES 12 AND 13)

– Year-over-year (YOY) revenue growth

– 24-month customer retention

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

STRATEGIC OBJECTIVESCONTINUED

Market leadership

driving organic

revenue growth

Cash generation

and profitability

OBJECTIVES

To establish 4imprint as ‘the’ recognised

promotional products brand within our

targetaudience

To be the leading direct marketer of

promotional products in the markets in

whichwe operate

To expand share in fragmented markets

through sustained investment in a diversified,

evolving marketing portfolio

To set challenging organic revenue targets

linked directly to the Group’s strategy

KEY ENABLERS

– Competitive advantage through continuous

development of and sustained investment in:

– People

– Marketing

– Technology

– Differentiation through operational excellence:

– Customer service

– Merchandising and supply

– Efficient processing at scale of individually

customised, time-sensitive orders

KPIs (SEE PAGES 12 AND 13)

– YOY revenue growth

– Number of orders received

– 24-month customer retention

– Revenue per marketing dollar

KEY ENABLERS

– Reinvestment of cash generated from

operations into organic growth initiatives based

on multi-year revenue/return projections

– Disciplined approach to investment:

– Marketing investment based on our

assessment of both prevailing market

conditions and a combination of current and

future customer-centric metrics, including

prospecting yield curves, retention patterns

and lifetime revenue profiles

– Capital investment evaluated based on

cash payback and discounted cash flow

parameters

– Direct marketing ‘drop-ship’ business

model, facilitating efficient working capital

management

– Low capital intensity

KPIs (SEE PAGES 12 AND 13)

– Revenue per marketing dollar

– Operating margin

– Basic earnings per share

– Cash conversion

OBJECTIVES

To deliver reliable and increasing free cash

flowover the medium to longer-term

To balance short-term profitability with

marketing investment opportunities leading

to sustainable long-term free cash flow and

EPSgrowth

4imprint Group plc Annual Report and Accounts 2022

Effective capital

structure

OBJECTIVES

To maintain a stable and secure balance

sheet aligned with the Group’s growth

objectives

To have the flexibility to be able to continue

investing in the business through different

economic cycles

To enable the Group to act swiftly when

investment opportunities arise

To meet our legacy defined benefit pension

commitments as they fall due

KEY ENABLERS

– Conservative balance sheet funding approach

– Capital allocation priorities in line with

strategic objectives

KPIs (SEE PAGES 12 AND 13)

– Cash balance

– Return on average capital employed

– Pension asset/(deficit)

– Total Shareholder Return (TSR)

KEY ENABLERS

– Financial discipline in evaluation of investment

opportunities

– Clear priorities in capital allocation:

– Organic growth initiatives

– Regular dividend payments

– Residual legacy pension funding

– M&A opportunities

– Other Shareholder distributions

KPIs (SEE PAGES 12 AND 13)

– Basic earnings per share

– Dividends per share

– Total Shareholder Return (TSR)

Shareholder

value

OBJECTIVES

To deliver increasing Shareholder

value through execution of the Group’s

growthstrategy

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONSTRATEGIC REPORT

1,140.29

40.8

9.02

8.86

90.7

519 1,341

787.32

37.9

3.89

6.17

63.2

426 1,003

692

1,130

969

560.04

42.7

0.71

6.03

320.3

268

860.84

43.4

6.23

5.58

96.4

457

738.42

42.6

6.10

5.63

96.5

420

KEY PERFORMANCE INDICATORS

REVENUE GROWTH ($m)

$1,140.29m +45%

24-MONTH CUSTOMER RETENTION (%)

40.8%

OPERATING MARGIN (%)

9.02%

NUMBER OF ORDERS RECEIVED (000s)

1,860 +30%

REVENUE PER MARKETING DOLLAR ($)

$8.86

CASH CONVERSION (%)

90.7%

Organic revenue growth has been particularly strong in

2022. The year-on-year growth of 45% benefitted from

enhanced marketing productivity and improved supply chain

conditions. This is a key measure of progress towards our

strategicobjectives.

The 24-month customer retention rate offers visibility as to

the broad stability and strength of the customer file. The 2022

results highlight continuing post-pandemic recovery driven

by encouraging new customer acquisition in 2021 and 2022.

The 24-month customer retention rate is expected to be fully

recovered in 2023.

Operating margin percentage shows the profitability of the

Group’s trading operations. The 2022 result exceeds margins

achieved in the pre-pandemic years. This significant increase in

profitability has been driven by favourable demand, productive

marketing spend and general operational gearing.

Orders received (demand) statistics are collated on a daily,

weekly and monthly basis to evaluate performance against

targets in our operational plan for both new and existing

customers. Analysis of order patterns offers a clear and

immediate measure of operational performance.

Revenue per marketing dollar gives a measure of the productivity

of our investment in marketing. 2022 saw a step change in

marketing productivity driven by investment in the brand element

of the marketing mix, and the commitment to stay in front of our

customers during the pandemic.

Cash conversion measures the efficiency of the 4imprint

business model in the conversion of operating profits into

operating cash flow. 2022 saw a return to more typical cash

conversion patterns after the pandemic disruption and supply

chain challenges around the 2021 year-end.

New

Existing

4imprint Group plc Annual Report and Accounts 2022

1.23

86.75 94

1.97

41.59

80.46

(3.31)

39.77

11.03

(27)

(12.31)

41.14

152.42

(15.02)

27.48

125.61

285.57

22 160 200

Regular

Special

PENSION ASSET/(DEFICIT) ($m)

$1.23m

CASH AND BANK DEPOSITS ($m)

$86.75m

DIVIDENDS PER SHARE (DPS) (c)

160c 200c

REGULAR SPECIAL

BASIC EARNINGS PER SHARE (EPS) (c)

285.57c

RETURN ON AVERAGE CAPITAL EMPLOYED (ROACE) (%)

94%

TOTAL SHAREHOLDER RETURN (TSR) (% in year)

54%

This KPI demonstrates the substantial efforts made in recent

years in the de-risking of the Group’s legacy defined benefit

pension plan. We are on target for our aim of full buyout of the

plan, with a target date of mid-2024.

Our balance sheet funding guidelines call for the business to

aim for a target cash balance at the end of each financial year.

This KPI reflects the Group’s performance in managing its cash

resources relative to its capital allocation priorities. The 2022

cash balance remains healthy.

DPS provides a tangible measure of the delivery of

Shareholder value. The 2022 regular dividend is in line with

the Board’s guidelines to increase the regular dividend payment

broadly in line with EPS growth. In addition, a special dividend

of 200c has been proposed in line with the Group’s capital

allocation guidelines.

EPS growth over time gives a clear indication of the financial

health of the business and is a key component of the delivery of

Shareholder value. The 255% increase in EPS in 2022 shows the

outstanding recovery since the pandemic and the year’s strong

improvement in profitability.

This KPI shows the Group’s efficiency in the use of its capital

resources. It is influenced by profitability, working capital

management and productive capital investment. ROACE

has recovered closer to historical levels with the significant

improvement in profitability.

Our aim is to deliver consistent performance and attractive

TSR. The improved TSR for 2022 highlights the post pandemic

recovery, reflecting a great trading year. This emphasises the

recovery in the share price and increases in dividend payments.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

MARKET POSITION

Establishing

a leadership

position

in the markets

we serve

4imprint Group plc Annual Report and Accounts 2022

1414

A fundamental strategic objective for

4imprint is to establish and maintain a

leadership position in the markets we

serve. We aim to establish 4imprint as

‘the’ recognised brand for promotional

products, driving our organic revenue

growth profile to significantly outpace the

overall growth rate of the promotional

products industry as a whole.

4imprint is one of the largest distributors in

the North American promotional products

industry. The leading trade bodies, PPAI

and ASI, consistently place 4imprint near

the top of their annual ‘Top 40’ distributor

rankings. The ASI annual rankings by

revenue for the 2021 financial year show

that 4imprint was the third largest

distributor in North America, with revenue

of $774m, (2020: $550m). 2022 revenue

increased significantly to $1.12bn, reflecting

a very strong recovery from the negative

effect of the pandemic on the 2020 and

2021 results. We expect to place favourably

in the 2022 rankings, however we do not

expect this information to be available until

after the date of this report. Our UK

business is much smaller, with annual

revenue in 2022 of £16m ($20m), but it

ranks consistently in that market’s top five

distributors according to industry sources.

Our proposition

Our customers can be certain that our

team and our products will meet their

expectations, every time:

– Certain delivery: It’s on time or it’s

on us. If your event is missed because

we didn’t ship on time, your order

isfree.

– Certain value: If you find, within

30days of purchase, that your order

would have cost less elsewhere, let

us know and we’ll refund double

thedifference.

– Certain happiness: If you’re not

100% satisfied with your order, we’ll

pay to pick it up and rerun it or refund

your money – your choice.

Our 360° Guarantee

promises free

samples, complimentary art assistance

and personal, expert service on every

order. We aim to take away the worry,

making 4imprint the trusted right hand

minding the details every step of the way.

Whether raising awareness, sponsoring

events, acquiring customers, recruiting

new employees or supporting good

causes, our customers know that

promotional products from 4imprint will

ensure that their name – and brand – look

great in front of their target audience.

Where we do business

We operate in two primary

geographicalmarkets:

– North America: Market size estimates

have been quite volatile over the

pandemic period, however the US

and Canadian promotional products

markets together in 2022 are

estimated to total around $25bn

in annual revenue. We serve these

markets from a centralised base in

Oshkosh, Wisconsin.

– UK & Ireland: The UK and Irish

promotional products market size

was estimated by industry sources in

2022 to be around £1.1bn ($1.4bn),

almost fully recovered from the 2019

estimate of £1.2bn ($1.5bn). Our

office serving these markets is in

Manchester, UK.

The marketplace for promotional products

is fragmented. The US industry trade body,

PPAI, has produced estimates that our

largest market, the USA, is served by just

under 26,000 distributors, of whom

fewer than 1,000 have annual revenue

of more than $2.5m. The distribution

structure is similar in the Canadian

and UK/Irish markets.

Our customers

Promotional products are purchased by a

wide range of individuals within all types of

businesses and organisations. These

products have many uses: as an integral

part of sales and marketing campaigns; for

recruitment or recognition activities; to

promote health and safety initiatives; and

for any other method of making a

connection between our customer’s

organisation and the recipient of

the item.

We define our customer as the individual

placing the order, rather than the business

or organisation for which the individual

works or with which he/she is associated.

Our customer base is widely dispersed

geographically, by size of business/

organisation and across commercial,

governmental, educational, charitable,

religious and other segments.

Our target customer will typically be

working at an organisation with 25 or

more employees and $1m or more in

annual revenue. No single customer

comprises a material part of 4imprint’s

overall revenue.

“ Promotional products are

purchased by a wide range of

individuals within all types of

businesses and organisations.”

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

MARKET POSITION CONTINUED

Our products

We sell an extensive range of promotional

products – merchandise that is custom

printed with the logo or name of an

organisation with the aim of promoting

abrand, service, product or event.

Our product range comprises tens

of thousands of individual products.

Categories range from inexpensive items

such as pens, bags and drinkware to

higher value items such as embroidered

apparel, technology and full-size trade

show displays. Our aim is to enable our

customers to find the perfect product

for their promotion and their brand. This

range is carefully updated and curated by

an experienced merchandising team.

Our top ten ‘Supergroup’ product

categories by 2022 sales volume in the

North American business are set out

below. Movements from the 2021 and 2019

comparatives are provided to illustrate the

different impacts and recovery trends as

the pandemic has receded.

Product trends

In recent years we have seen increases

in the average unit price of the products

that we sell. As a general observation,

this reflects a shift towards products

with more utility, longevity and higher

perceived value for the recipient,

together with a trend away from lower

priced ‘giveaway’ products. Well-known

consumer brands have driven part of

this effect, representing 15% of overall

sales in 2022. The Drinkware, Bags

and Apparel categories in particular

are well represented with branded

promotionalmerchandise.

Apparel has been a large and dynamically

growing category for several years, as

demonstrated by the 57% increase in

sales volume compared to 2019. The

growth of the apparel category has been

facilitated by our substantial in-house

embroidery operation in Oshkosh, and

most recently by investment in direct to

garment and screen print capabilities.

Wellness & Safety sales volume declined

against 2021, caused principally by a fall

in demand for logoed face masks from

a peak of $19m in the pandemic year of

2020 to $2m in 2022. Interest for hand

sanitiser, particularly in smaller sizes for

individual distribution continues to run at

a favourable level compared to 2019.

The Technology category encompasses

a range of products from less expensive

simple items such as mousepads to

higher end electronic and branded

items such as Skullcandy

Bluetooth

headphones. As demand continues to

fluctuate broadly in line with consumer

trends, we have seen a significant decline

in ‘tech’ accessories such as phone

wallets and power banks, both of which

were very popular pre-pandemic in 2018-

2019. Meanwhile, categories such as

wireless chargers, Bluetooth

speakers,

and wireless earbuds/headphones are

showing healthy growth.

It is unsurprising that the Trade Show

category has been particularly volatile

over the pandemic period, when

lockdowns and travel restrictions meant

the cancellation or postponement of most

gatherings or ‘in-person’ events. A strong

recovery has taken place starting in late

2021 and throughout 2022, with sales

volumes now exceeding 2019 levels.

Writing remains a mature category, with

2022 sales volumes only 3% higher than

in 2019.

Better Choices™

Our customers have always balanced

many factors when researching and

selecting promotional products, including

brand and identity, budget, event dates,

as well as artwork and logo requirements.

Increasingly, environmental aspects

regarding the sustainability of materials, as

well as social concerns such as workplace

culture/conditions are an important part

of the product decision matrix. These

considerations are expected to grow in

importance over the coming years.

Our Better Choices™ initiative, launched in

the first quarter of 2022, provides an easily

accessible framework to enable customers

to find their perfect product. Whether

they are beginning the sustainability

journey or are well down the path, many

of our customers share a desire to make

choices that lead to a better future. Better

Choices™ allows customers to easily

filter the 4imprint range of promotional

products to find the best match for the

values of their organisation and their

brand. Each Better Choices™ designation

is rigorously researched and is supported

by third party certification programmes

and other supplier provided information

under the broad headings of Better

Materials and Better Workplaces.

More information on the Better Choices™

programme can be found in the

Sustainability section on page 33.

Supergroup

2022

Rank

+/- vs.

2021

+/- vs.

2019

Apparel 1 +34% +57%

Bags 2 +41% +31%

Drinkware 3 +41% +40%

Writing 4 +46% +3%

Stationery 5 +53% +22%

Outdoor

&Leisure 6 +37% +49%

Trade Show 7 +67% +17%

Auto, Home

&Tools 8 +43% +24%

Technology 9 +37% -20%

Wellness

&Safety 10 -8% +36%

4imprint Group plc Annual Report and Accounts 2022

1616

Crossland

is our ‘outdoor’ brand, including fleece jackets,

blankets, ‘beanie’ hats, vacuum mugs, backpacks and

coolers. 2022 sales of Crossland

products amounted to

$23.9m, an increase of 70% over 2019.

Refresh

was launched in 2017, initially concentrating on a

core line of affordable water bottles in a variety of designs

and colours, expanding to include tumblers, travel mugs

and various other metal drinkware items. 2022 sales of

$11.1m were 164% above the 2019 comparative.

Taskright

was launched in 2020, expanding to a sales

value of $6.7m in 2022. The brand is set up around a line

of everyday stationery products, including sticky notes,

notepads and pencils.

As well as offering the potential of above average

growth in sales volumes, the control that we have

over the development of our ‘Own Label’ products

presents us with a great opportunity to drive change at

a meaningful level, specifically in terms of transitioning

many of these products to include sustainable

attributes and thereby dovetail with our Better

Choices™ initiative. By way of example:

Better Materials and ‘Own Label’

– Crossland

garments: fleece jackets transitioning into

recycled polyester in the fourth quarter of 2022 and

into 2023. Crossland

items that have transitioned or

are in the process of transitioning already represent

30% of brand sales.

– Refresh

entry level range #1 polyethylene

terephthalate (PET) bottles were transitioned to

recycled materials for all coloured options,

representing 27% of brand revenue.

– Taskright

. Sourcing for paper (and wood)

based products is being transitioned to Forestry

Stewardship Council (FSC) or Sustainable Forestry

Initiative (SFI) certified sourced materials in 2023.

Better Workplaces and ‘Own Label’

– We pay particularly close attention to supplier

selection as it pertains to our ‘Own Label’ brands.

Our supplier of garments under the Crossland

brand has been an Accredited Participating Company

of the Fair Labor Association for over 10 years. An

additional supplier of drinkware, bags and stationery

was approved by the Fair Labor Association to start

their journey to accreditation in 2022. Together they

represent 75% of private label brand revenue.

4imprint ‘Own Label’ brands

For several years we have developed and continue to

evolve a stable of ‘in-house’ brands, exclusive to 4imprint.

These products are designed to fill gaps in certain product

categories and have in many cases grown to occupy top

selling spots in their respective categories.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

BUSINESS MODEL

Our business is the sale and distribution of promotional products.

Our commercial operations are built around a direct marketing

business model designed to introduce millions of potential

customers to tens of thousands of customised promotional

products. Our business model is very well-established and has

proved to be flexible and resilient through the pandemic.

Our people

– Strong company culture

– Highly trained, long-tenured

teammembers

– Empowered to ‘do the right thing’

Reaching our customers

– Expanding and productive

customerfile

– Marketing ‘engine’ able to attract

new and retain existing customers;

brand increasingly important

– Long tradition of excellence in

customer service

Our platform

– Proprietary, scalable IT system

– Reliable and resilient

suppliernetwork

Financial strength

– Strong balance sheet

– Investment in the business

– Highly cash-generative model

drivingself-financed growth

Customer

proposition

– Fast, easy and convenient

– Expansive and relevant product range

– Industry-leading customer guarantee

– Online or over the phone

– Free samples and artwork

– Remarkable customer service

– Certain delivery. It’s on time or it’s on us

– Certain value. Or we’ll refund double

thedifference

– Certain happiness. If you’re not 100%

satisfied, we’ll refund or rerun your order

Application

of technology

– Websites, mobile, customer-facing

– Proprietary order processing

platform

– Sophisticated database analytics

– Mature, scalable systems

– Efficient order processing

– Supplier integration

– Data-driven marketing

– Innovative web and back

officetechnology

WHAT WE DOKEY STRENGTHS

4imprint Group plc Annual Report and Accounts 2022

Shareholders

Strong cash generation permits us to reinvest

in the continued growth of the business, and

to reward our Shareholders through dividend

payments and share price appreciation.

SEE PAGE 11

Customers

Promotional products work: they help our

customers achieve their marketing goals,

promote their safety initiatives and recognise

their employees, amongst many other uses.

SEE PAGE 15

Team members

We are committed to a culture that encourages

the training, development, wellbeing and

personal fulfilment of every team member.

SEE PAGES 21 TO 23

Suppliers

We have productive relationships with our

trusted supplier partners. Our suppliers can

expect to be treated in accordance with the

4imprint ‘Golden Rule’ and to be paid on time.

SEE PAGE 24

Community

Our team members are actively engaged in our

communities, including charitable giving and

volunteering activities.

SEE PAGES 23 AND 24

Pension Plan Trustee

andmembers

We stand firmly behind our legacy defined

benefit pension scheme obligations.

SEE PAGE 36

Details of engagement with stakeholders are on

pages 50 to 53, covering the Directors’ duties

under section 172 (1) Companies Act 2006.

‘Drop-ship’

from suppliers

– Unrestricted access to tens

ofthousands of products

– Efficient delivery of orders

toshort lead times

– Minimal investment in inventory

– Supplier holds the inventory

– Supplier prints the product

– Order shipped direct to customer

– Close relationships with suppliers

– Merchandisers ensure the

productrange is continually

updated andcurated

STAKEHOLDER OUTCOMES

Innovative

marketing

– Data-driven heritage and discipline

– Multi-faceted, evolving marketing portfolio

– Brand, search, catalogue

– New customer acquisition

– Growing customer file

– Existing customer retention

– Blue Box™

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

An authentic

approach

to corporate

responsibility

SUSTAINABILITY

4imprint Group plc Annual Report and Accounts 2022

2020

People first

We are in no doubt that our team members

are our most important asset. Their

extraordinary commitment during the

pandemic and subsequently through

the stress of the very strong demand

levels seen in the business from the

second quarter of 2022 onwards reflects

an attitude of mind firmly grounded in

4imprint’s culture and values.

We have not deviated from our first priority

– an overriding commitment to the health,

safety and wellbeing of all of our people.

This approach enables us not only to retain

existing team members to take care of

record demand activity, but to enhance

4imprint’s reputation in our communities,

thereby allowing us to attract new talent in

tight labour markets.

Communication and participation

A good proportion of office-based team

members are now working from home on a

permanent or hybrid basis. One implication

of this is that the previous ‘in-person’

quarterly updates on business objectives

are no longer practicable. These quarterly

meetings have therefore been replaced by

regular, detailed and informative written

updates from the CEO or UK General

Manager as well as other leaders in the

business. These updates have offered

timely information about the performance

of the business and payouts under

quarterly incentive remuneration plans as

well as providing context around important

topics such as work from home protocols.

Compensation and benefits

In 2022 we undertook a full evaluation of

pay rates across the business. Average

increases of between 6% to 9% were

awarded depending on job function and

hourly or salaried status.

All team members are eligible to participate

in a quarterly ‘gain share’ bonus plan that

is based on the achievement of tangible,

clearly communicated performance

targets. In 2022 the ‘gain share’ payouts

were at record levels in line with the

record performance of the business in

the year. Quarterly ‘leadership’ bonuses

were also paid to managers and other key

contributors. In addition, in September

2022 we paid a ‘one-off’ bonus of $1,000

or local equivalent to all team members in

recognition of their extraordinary efforts at

a crucial time for the business.

Our competitive benefits package includes

paid time off and strong medical, dental

and retirement plans. We also offer

resource aimed at personal financial

wellbeing through online classes and

access to appropriate advisers, for example

retirement planning specialists. We have

taken the opportunity to strengthen our

benefits offering as appropriate.

Our approach to sustainability

We have a long-standing, principled

approach to corporate responsibility. Our

culture and values encourage responsible

practice at all levels of the organisation

and present clear guiding principles

that drive ethical interactions with, and

outcomes for, all key stakeholders.

The Board believes that these principles

and values are entirely consistent with

our primary strategic objective (see

page 9) of building a commercially and

environmentally sustainable business that

represents the cornerstone of 4imprint’s

future success.

Our sustainability agenda focuses on

four pillars, each one built on robust and

ethical business practices:

– People and culture

– Social and community

– Ethical supply and practices

– Environmental

People and culture

Our second strategic objective (see page

10) specifically identifies investment in

our people as a key driver of competitive

advantage. We are committed to a

culture that encourages the training,

development, wellbeing and participation

of every team member.

Further, our culture is based on the

‘Golden Rule’: treat others as you

would wish to be treated yourself.

This mindset is evident across the four

pillars of our sustainability agenda

through team members who go above

and beyond every day to help each other,

to provide remarkable service and to give

back to their communities because they

know and believe that it is the right thing

to do.

“Our culture

and values

encourage

responsible

practice at all

levels of the

organisation.”

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Training and development

We have always believed in the value and

benefits of personal and professional

development. In the wake of the

pandemic, many of our classes, seminars

and training sessions take place online.

Clearly this remote participation is the

most convenient and efficient method for

the contingent who are working from

home. Our training team ensures that the

online course curriculum continues to

evolve along with the business.

Diversity has been an important focus

forthe training team. This has included

mandatory classes addressing issues of

social prejudice, racism, harassment, and

exclusion in the workplace. We have

received good feedback from team

members on topics such as inclusion,

empathy, and collaboration, which are

keyelements in our work culture.

Other training initiatives include topics

such as financial literacy, leadership, safety

and particularly an increasing focus on

cyber security.

We encourage our team members to live

healthy lives, and this focus on wellness

aims to make healthy living easy and

convenient. We provide a number of

online yoga and exercise classes that team

members can participate in from the

convenience of their home. We have also

partnered with our Employee Assistance

Program (EAP) to offer short, on-site visits

with an EAP counsellor once per month.

The 15-minute visits are designed to get to

know EAP counsellors, find out more

about EAP, or see if you have an issue

appropriate for EAP.

Our training programmes will continue to

be offered online and in webinar format,

and we will include ‘in-person’ sessions as

appropriate. For example, the initial new

starter Customer Service Representative

training classes have reverted to being

held on-site in Oshkosh.

Diversity, Equity and Inclusion (DEI)

We have a clear approach to DEI that is

directly in accordance with the culture

and values that 4imprint has cultivated

over a period of many years. The Group’s

DEI principles can be found on our IR

website at https://investors.4imprint.com.

We understand the importance and

beneficial effect of diversity within our

Group. We believe that remarkable teams

include a wide range of unique

individuals, and that bringing these

individuals together around a shared set

of guiding principles contributes directly

to our success as a business.

We aim to foster a culture that recruits,

develops and promotes team members

regardless of background. We are

committed to the principle of equal

opportunity in employment, and no

applicant or employee receives less

favourable treatment on the grounds of

nationality, age, gender, gender identity,

marital or civil partner status, sexual

orientation, religion, race, ethnicity or

disability. Further, we do not tolerate

discrimination against or harassment of

team members or others.

Good progress has been made on DEI in

2022. Priorities have been: seeking a

wider pool of applicants for available jobs;

reworking job descriptions to eliminate

barriers and unconscious bias in the

recruitment process; and expanding our

training offering to address these topics.

We are committed to working with team

members with disabilities to find roles

or reasonable accommodations that

enable them to meet the responsibilities

of their role.

SUSTAINABILITY CONTINUED

Gender representation

TOTAL HEADCOUNT

Permanent and temporary employees

1,006

411

Male

Female

MANAGEMENT

Employees who operate ata

seniorlevel in the Group

Male

Female

BOARD

4imprint Group plc Board members

Male

Female

At 31 December 2022 the Group employed

a total of 1,417 team members, split

between female (1,006, or 71%) and male

(411, or 29%).

In relation to gender diversity, in November

2022 the Company took part in the FTSE

Women Leaders Review (formerly the

Hampton-Alexander Review) which

monitors gender balance in FTSE 100 and

FTSE 250 companies. In addition to

reviewing gender diversity at Board level,

the FTSE Women Leaders Review reports

on the gender diversity of senior

management and their direct reports.

Customer service

training class in

progress

4imprint Group plc Annual Report and Accounts 2022

how: by sharing our time and talents and

through the power of promotional

products to make a difference.

Community involvement and

volunteering

Being visible and lending a hand in the

community is best accomplished

through our team members volunteering

for their favourite causes. Not only is this

simply the right thing to do; it also

highlights 4imprint as a preferred

employer, strengthening our profile in

the community and attracting potential

new team members as our footprint

continues to expand.

As pandemic restrictions were gradually

lifted, 2022 provided an ‘almost back to

normal’ opportunity to return to

pre-pandemic levels of community

involvement. Each 4imprint associate

receives eight hours of paid time off

(PTO) per year for volunteering at

nonprofit organisations, schools or other

causes that are meaningful to them. In

2022, 269 associates participated in 326

volunteering events across 162

organisations, logging over 1,700 paid

volunteer hours. In addition to causes

selected by our team members, we seek

out (and often organise) additional

volunteer opportunities to encourage

more of our people to give back.

In 2022, some of those

opportunitiesincluded:

– Annual clean-up at Heckrodt Wetland

Reserve – participants planted trees,

shrubs and plants in addition to

removing invasive species.

– Assembling several light displays

for the local Celebration of Lights, a

holiday event to raise money for food

banks in the community.

– Providing warm caps, lip balm and

notepads/pens to the Police Lights

of Christmas. Team members also

helped pack snack bags that would

be handed out to those in need.

– Offering ‘mystery missions’

where team members travel to a

surprise location to volunteer via a

partnership with the Volunteer Fox

Cities organisation.

– Stock the Hope Fridge – our

volunteers worked together to collect

funds, grocery shop, prepare and

deliver premade meals to the local

Hope Fridge, a resource for those in

the community facing food insecurity.

– Cards 4 Compassion/Crafternoon –

teammates created 350 holiday cards

in one afternoon. This event is about

brightening someone’s day.

– Annual Christmas tree decorating

at Simeanna – associates decorated

several Christmas trees at a local

retirement home.

– Oshkosh Saturday Farmers Market

– 4imprint provided bag giveaways

and other promotional products

at the summer and winter farmers

markets. This provided an opportunity

for 4imprint people to chat with

community members and discuss

hiring opportunities.

– Fleece to mittens – volunteers

converted unusable apparel into hats

and mittens for local children in need.

– Feed the body, Feed the Soul – an

event where volunteers package rice

meals for the needy.

– Wisconsin ‘Curd’ night – area

basketball team theme night to collect

non-perishable food.

– Events with the Boys and Girls Club – a

safe place with a mission to improve

the lives of children.

– ‘Rock the Block’ with Habitat for

Humanity

– volunteers repair homes

in low-income neighbourhoods.

These opportunities may individually seem

small, but they are highlighted here to give

a feel for the level and depth of our

volunteer outreach which aligns directly

with 4imprint’s culture and values.

The data showed:

– The gender diversity of the Board

of 4imprint Group plc was constant

during the year, with 37.5% female

representation.

– 4imprint Group plc was in the top ten

best performers in the FTSE 250 for

female representation in the combined

executive committee and direct reports

category, with females comprising 51%

of that group.

Health and safety

A proactive approach to health and safety

is an important aspect of the 4imprint

workplace. Desk-based ergonomics and

best practice protocols in the office

environment along with the operation of

machinery and material handling at our

distribution centre are key areas of

emphasis in promoting a safety culture.

Incidents or near misses are closely

tracked, and a Safety Committee meets

to consider future improvements based

on experience and analysis of the data, or

to ensure that we are fully compliant with

changing regulatory requirements. In

addition, we benefit from a fresh

perspective through working closely with

external specialists and loss control

experts from our property and casualty

insurance carriers.

We have an extensive employee wellness

programme, including an on-site medical

clinic at both sites in the US operation.

We have continued to expand our health

services to include a nurse practitioner,

registered nurse, occupational therapist,

and other resources such as nutrition

and health coaches. These professionals

are available to deal with a wide range of

medical issues and needs. As well as

increasing productivity and being

cost-effective for the Company, the

wellness programme offers great

convenience and has proved very

popular with employees: basic medical

services such as COVID-19/flu shots,

blood draws or consultation with a

nurse or nurse practitioner on minor

conditions can take 15 minutes

compared to hours spent travelling to

and from attending an external medical

facility. All on-site medical services are

available for free to our team members.

Social and community

4imprint is a strong supporter of

community involvement. The health of

our business is dependent on our loyal

customers and above all on our

dedicated teammates. One of the ways

we show our appreciation to them is

through supporting causes close to their

hearts and their communities – no

matter where they are located. We

support the wellbeing of communities

and causes in the best ways we know

Annual clean-up at Heckrodt

Wetland Reserve

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Sponsorship

4imprint also supports the local

communitythrough sponsorships. In 2022,

we sponsored approximately 150

organisations, totalling $240,000 in support.

Some local sponsorships include:

– Wisconsin Herd G-League basketball.

– N.E.W. Pride Alive (LGBTQ event).

– Discover Oshkosh (rebranding initiative

supporting local businesses/tourism).

– Waterfest (local concert series).

– Women’s Leadership Conference.

– Golf 4 Wishes through the Make-A-

Wish

Foundation.

– 4imprint employee’s children’s sports

teams and ‘meaningful to me’ causes.

Community involvement:

Golf 4 Wishes outing

Charitable giving

4imprint’s one by one

charitable giving

programme allows nonprofit organisations

throughout the United States, Canada and

the UK to apply for a $500 grant toward a

promotional product order. This

programme fully embodies 4imprint’s

culture, values and principles.

At inception, the programme awarded

one grant each business day. Since then,

our business has grown significantly, and

so has our one by one

programme. We

now average close to ten grants per

business day, putting us on the way

towards our goal of awarding a grant to

every certified nonprofit that applies. In

2022, 4imprint awarded over 2,500

grants for a value of $1,250,000.

We also donated over 1,350 items of

product from inventory to one by one

applicants, businesses, team members,

troops and customers doing fundraising,

plus many benefits and charitable

contributions not only in the United States

and Canada, but also in other countries.

Over 700,000 pieces were shipped

through donation inventory and more

than 50 pallets of additional donations

were distributed to deserving nonprofits.

Ethical supply and practices

Supply chain

Our direct tier 1 suppliers are based in the

USA and Canada for the North American

business, and in the UK and EU for the UK/

Ireland business. Therefore, our supply

base is essentially domestic, with our

suppliers taking care of the importing/

manufacture, inventory management and

printing capabilities required to ship

thousands of orders on a daily basis.

That said, we are acutely aware that our

end-to-end supply chain is long and

complex. Depending on the products, it can

extend far beyond our domestic supply

partners across the globe to the tier 2

manufacturers of the base product and

ultimately to tier 3 suppliers of raw materials

or components. As such, our business

activities can have a significant impact at

many levels. Our intention is to make that

impact positive from a social, economic and

environmental perspective.

The direction is set by the Board in its Social

& Ethical Principles Statement which can be

found at https://investors.4imprint.com. This

statement sets broad guidelines within

which the Group should conduct its

business operations in accordance with best

practice, in compliance with relevant

legislation and respecting human rights and

ethical practices throughout our value chain.

These broad principles are reinforced in

our ‘4imprint Supply Chain Code of

Conduct’. This is based on the

International Labour Organization’s

‘Declaration on Fundamental Principles

and Rights at Work’ and is fully aligned with

the Fair Labor Association’s Workplace

Code of Conduct. 4imprint team members

are actively involved in the FLA’s activities.

At the operational level, this means that

4imprint’s goal is to work with tier 1

suppliers who are diligent in managing

their sourcing practices and selecting tier

2 manufacturing facilities; and who commit

to ensuring safe working environments

where employees are adequately

compensated and respected. These

ethical sourcing expectations are

communicated and reviewed through

ourdocument ‘4imprint Supply Chain

Responsibility and Compliance

Expectations’. Signature of this document

reaffirms the supplier’s commitment to

these principles within their own

organisation and supply base.

The monitoring and development of our

supply chain (tiers 1 & 2) continues to form

an important part of our business. The

aftermath of the pandemic has continued

to present challenges to the arrangement

and extent of our supply chain auditing

programme. We have performed a mix of

virtual and on-site audits during 2022.

Elevate continues as our lead auditing firm

for both North America and offshore.

We consider that training and education,

for our own teams and those of our

suppliers, form an important part of our

supplier-focused activities. 4imprint supply

chain professionals continue to lead the

work of our US trade association

(Promotional Products Association

International) in supply chain management,

driving education and collaboration in our

industry’s supplier network.

Underpinning all of our product supply

efforts is our aim to match remarkable

customer service with great products that

meet functional, environmental and safety

standards in each market of distribution.

Our internal supply chain compliance team

works to stay abreast of current and

developing standards as set by the

regulatory bodies and liaises with our

supplier partners to manage and validate

product testing and other quality

assurance procedures.

Ethical practices

We do not tolerate discrimination,

harassment, bullying or abuse; we comply

with wage and working condition and time

laws; we do not tolerate forced labour or

child labour; and it is our policy that all

workers have the right to form or join a

trade union and bargain collectively.

Our Modern Slavery Statement describes

the activities we are undertaking to

prevent slavery and human trafficking in

our business operations and supply chain,

in line with section 54 of the UK Modern

Slavery Act 2015. Our Modern Slavery

Statement and further details of our

social& ethical principles are available

athttps://investors.4imprint.com/.

Bribery and corruption are not tolerated

inour business operations or in our

supply chain. Our ‘Anti-bribery, financial

crime and sanctions policy’ sets out our

high standards of ethics and compliance

across all aspects of our business and

provides detailed guidance on facilitation

payments, gifts and hospitality and

relationships with third parties, as well as

on money-laundering, tax evasion, fraud

and sanctions regimes. The policy applies

to all employees and workers of 4imprint

regardless of the jurisdiction in which they

operate. That policy, together with our

employee handbooks, establishes clear

systems and controls to ensure effective

implementation. We encourage an open

and transparent culture and have a

whistleblowing policy that is

communicated to all employees.

SUSTAINABILITY CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Environmental

Overview

4imprint’s primary strategic objective,

(page 9) is to build a commercially and

environmentally sustainable business that

delivers value to all stakeholders. We see

climate change mitigation and other

aspects of environmental stewardship as

afundamental part of this commitment.

Asa result, we incorporate environmental

matters into our strategic decision-

making, evaluate our environmental

performance across all the activities of

theGroup and search out appropriate

andinnovative ways to minimise the

environmental impact of our operations.

Below are some examples of how we have

moved forward in the year on several of

our environmental initiatives; we aim to

strengthen these commitments to the

low-carbon transition in the years ahead.

Governance

The Board is responsible for strategic

oversight of the Group’s climate-related risks

and opportunities. The potential impacts of

environment-related risks on 4imprint’s

business operations are set out on pages

48and 49 of the Strategic Report.

The Board was able to hold its annual

strategy review ‘in-person’ in Oshkosh in

early November 2022. Environmental

matters were discussed and the Board

members were particularly pleased to see

at first hand the progress made on several

initiatives, including the investment in the

solar array installation at the Oshkosh

distribution centre.

The Board has an agreed Environmental

Principles Statement which is available at

https://investors.4imprint.com. In addition,

as a Non-Executive Director, Jaz Rabadia

brings specific environmental and

sustainability expertise to the Board.

At the operational level the

environmentalagenda is driven by the

Group Environmental Committee. This

Committee is chaired by a member of the

Oshkosh senior management team and is

attended by both of the Executive Directors

and other operational senior team

members from the US and UK operations.

Its remit is to manage the development

andimplementation of the broad

environmental framework adopted in 2020.

The Committee continued to meet

monthly throughout 2022, and reported

to the Board at the annual strategy review.

Further interactions between the

Committee and the Board are regular but

not fixed; in order to maintain maximum

flexibility, progress on initiatives and other

updates are coordinated as required

either through the Executive Directors or

via discussions and presentations from

Committee members.

Climate change

In the context of the Group’s operations

and activities, the Group Environmental

Committee’s assessment remains that

climate change mitigation is the most

immediate and material way for 4imprint

to make a difference.

Our initial target was to be certified as a

carbon neutral business no later than

December 2022. We chose to work with

Climate Impact Partners (formerly Natural

Capital Partners) in accordance with their

CarbonNeutral

protocol covering

greenhouse gas (GHG) emissions at our

operational facilities (Scope 1 and Scope

2), and also in respect of impactful

elements of Scope 3, such as shipping of

our products to customers.

In conjunction with our carbon neutrality

ambition, we also set out our aspiration to

reach our target through prioritising a

combination of in-house efficiency

measures, renewable energy projects and

external emissions reduction initiatives,

supplemented only as needed by other

effective environmental stewardship tools.

We are proud that 4imprint achieved

CarbonNeutral

company status in

October 2021, more than a year ahead of

the target date. This certification was

renewed on 30 September 2022.

In support of its objectives, the Group

Environmental Committee has initiated or

continued several emissions reduction

projects, including:

– Completion of a major capital

investment project in the form of a

2,660 panel ground-mounted solar

array at our distribution centre in

Oshkosh, at a total project cost of

around $2m. The project began

generating electricity in September

2022 and became fully operational in

December 2022. The array is expected

to generate around 1,400 megawatt-

hours of energy annually, (enough

to power more than 40% of current

distribution centre requirements),

significantly increasing the portion

of the Group’s power requirements

generated from renewable sources

and adding resilience to the business.

Any excess electricity collected will be

fed into the local power grid.

– Participation in the UPS carbon

neutral shipping programme,

(Scope 3), which supports emissions

reduction projects that help mitigate

the impact of the shipment of parcels

to our customers.

– Enrolment in the WPS (local utility in

Wisconsin) NatureWise renewable

energy programme. This initiative

aims to reduce our reliance on

fossil fuels by providing energy

produced from a blend of renewable

energy sources including local wind

source energy and biogas from an

agricultural waste digester. 4imprint’s

commitment makes it a Champion

Level NatureWise partner.

– Rollout of LED lighting to our office

inManchester, UK.

In consultation with Climate Impact

Partners, and in order to enable us to

achieve our CarbonNeutral

company

certification, we have made use of

carefullyselected carbon reduction

products to offset the remainder of our

carbon footprint:

– Bondhu Chula Stoves, Bangladesh.

– Rivas Wind, Nicaragua.

– Albany Water Forestland, USA.

Our broad ambition looking ahead is to

significantly increase the portion of the

Group’s energy requirements generated

from renewable sources. This will allow

us over time to realign the portfolio

of initiatives enabling us to achieve

CarbonNeutral

company certification

more towards clean energy initiatives with

less reliance on carbon offset products.

The solar power project in 2022is a

major step in this direction, and we

intend to pursue further clean energy

initiatives in future years.

Across all of these climate change

initiatives we will be careful to ensure

relevance to 4imprint’s business

operations and culture. In addition, our

progress on carbon neutrality will give us a

platform to potentially use our influence in

our supply chain (Scope 3 downstream) by

spreading the message and promoting

similar initiatives at our tier 1 suppliers

andpotentially beyond.

4imprint Group plc Annual Report and Accounts 2022

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Environmental strategy – scenario

planning analysis

We engaged with the same firm of

sustainability consultants who helped with

our first year of TCFD reporting in 2021.

The scenario analysis project aimed to

assess the resilience of 4imprint’s strategy

across two bespoke warming scenarios,

2°C and 4°C, with qualitative scenario

analysis identifying key risks and

opportunities associated with each

warming scenario and providing strategic

outputs to inform our approach to climate,

and sustainability more generally, in our

corporate strategy.

The warming scenarios were constructed

from internationally recognised warming

and socio-economic cases, overlayed with

sector and company-specific research. Key

individuals from across the business

participated in the project, selecting relevant

climate-related risks and opportunities to

score across time horizons and scenarios in

order to assess the resilience of 4imprint’s

business model to both transitional and

physical climate risks. The implications of the

risks and opportunities were considered

alongside current and aspirational

mitigating activities.

Key headlines arising from the scenario

analysis were:

Climate focus specific to 4imprint

– As an asset-light business serving a

consumer-adjacent customer base,

transition risks are likely to have the

most material impact on 4imprint and

its business. The principal transition

risk for 4imprint relates to the

development of our product range,

which is likely to have a larger impact

than flooding, storms and other

severe weather events.

– This is explored in depth in the

2ºC scenario. In this scenario there

is a marked shift in patterns of

consumption as the global economy,

SUSTAINABILITY CONTINUED

and the consumers within it, begin to

prioritise sustainability in the products

they buy, the materials they are

produced from, and the companies

that produce them. These are

changes 4imprint has already begun

to observe, and respond to, with

the introduction of Better Choices™,

amongst other environmental

initiatives. The risks and opportunities

this poses to 4imprint will continue

to intensify as the global transition

gathers pace.

– Given 4imprint’s drop-ship model,

it has relatively low exposure to

physical risk in its direct operations.

Instead, physical risk is likely to

impact the business indirectly,

through the supply chain and the

ability to source products reliably and

without significant price increases. As

increased frequency of acute physical

impacts, such as tropical storms and

flash flooding, and chronic impacts,

such as heat stress, put strain on

global materials supply and supply

chains, 4imprint will face increasing

impact. These physical risks are

explored in more detail in the

4ºC scenario.

Other points of interest

1. Climate change and the changing

customer. The way 4imprint’s

customers consume promotional

products will continue to change.

Sustainability is increasingly

influencing buying decisions in the

same way cost, colour or lead time

would traditionally. The depth of this

influence will vary between

demographics, states or geographies

and individuals, making it complex to

respond to.

2. Physical changes and an

increasingly volatile supply chain.

4imprint’s supply chain will be affected

by climate change. The impact of

physical effects will increase as the

severity and frequency of physical

impacts increases. Small, infrequent

disruptions will have little impact on

the supply chain or material price and

availability, but frequent, more intense

events will become increasingly costly.

4imprint’s strong relationship with

suppliers and its drop-ship model will

provide some resilience to supply

chain impacts, as demonstrated

during the pandemic, but in the long

term, with many tier 1 suppliers in

high-risk states such as Florida, the

impacts will intensify.

3. Continued resilience through the

strength of the 4imprint brand.

4imprint’s brand and its strong

relationship with its stakeholders will

offer resilience to some of its major

climate-related risks. If decreases in

consumption reduce overall demand,

brand strength will ensure a consistent

market share. If supply chain

disruption threatens material supply,

strong supplier relationships will help

secure supply. This is underpinned by

4imprint’s commitment to continue to

operate responsibly.

4. Enabling informed decisions

through sustainability

transparency. The transition to a low

carbon economy poses significant

opportunity for 4imprint, most notably

in providing low carbon, sustainability-

focused products. 4imprint can

decide the extent to which it wishes

to pursue this. Conscious that it is

not coming from the background of

being a sustainable product provider,

4imprint can assist its customers

in making more informed decisions

by providing accurate sustainability

information and supply chain

transparency on its products. This

will also allow 4imprint to maintain its

position as a market leader and remain

ahead of potential product-focused

sustainabilitylegislation.

The combinations set out in the table below were used to explore scenarios with 2°C and 4°C warming.

‘Middle of the road’ scenario ‘Fossil-fuelled global growth’ scenario

Description

Imperfect efforts to reduce emissions

lead to moderate progress but

exacerbate inequalities

Global collaboration focused on protecting

the population from a changing climate

(as opposed to reducing human-induced

climate change)

Societal response

Proactive Reactive

Basis (Pathways)

Socio-Economic Pathway 2 /

Representative Concentration Pathway

3.4*

Socio-Economic Pathway 5 /

Representative Concentration

Pathway 8.5*

Temperature rise (2100)

2°C 4°C

Likelihood

High Medium

* Widely recognised bases for the construction of qualitative warming scenarios.

4imprint Group plc Annual Report and Accounts 2022

Possible trends for 4imprint under the two scenarios are summarised below.

2°C ‘Middle of the road’ scenario

– National climate policy drives the US towards net

zero and the regulatory scrutiny on environmental

performance increases.

– Environmental credentials of products come under

increasing scrutiny through extended regulation and

consumer preference.

– Consumers increasingly demand more sustainable

products, valuing fewer, higher-quality goods over

mass consumption.

– To meet apparel demand, the market for man-made

sustainable fibres continues to grow, providing a

more sustainable alternative to traditional materials

such as cotton.

– Attendance at events and conferences declines as

emissions reduction efforts and carbon taxation

disincentivise air travel.

– Increasing regulation and stakeholder pressure

tightens the offset market, making reliance on offsets

in corporate net zero commitments increasingly

difficult and costly.

– As the scenario progresses and emissions begin to

plateau, physical climate impacts are still felt, locked

in from previous decades’ emissions, and physical

climate impacts from extreme weather, flooding,

droughts and extreme heat begin to become

more costly and disruptive to business and their

supplychains.

4°C ‘Fossil-fuelled global growth’ scenario

– In the absence of national climate policy, the

regulatory scrutiny on environmental performance

and reporting declines.

– Little to no regulation is introduced to mandate the

use of sustainable materials as consumption soars.

– Fossil-fuelled growth in developing nations expands

the global middle class leading to an increase

in consumerism, demand for products and

materialuse.

– There is little improvement in energy efficiency or

clean tech, the offset market remains relatively

unchanged with supply of low-quality offsets

exceeding demand and prices remaining low.

– Severe physical climate change impacts, including

flooding, drought and tropical storms, disrupt global

supply chains and material supply, leading to price

volatility and consumer frustration.

– Mass climate migration, protests and geopolitical

disruption as a result of climate change and historic

inaction become increasingly common.

A summary of high-level risks, opportunities and mitigations is set out in the table below.

Key themes: risks, opportunities & mitigations

The climate-

conscious

consumer

– 4imprint’s customers and their buying decisions are largely similar to those of the broader consumer market.

– As the global economy transitions towards a low carbon future there will be increasing changes in

consumer behaviour.

– Consumers begin to value fewer, higher-quality goods over mass consumption.

– Sustainability of products, the materials they are produced from, and the companies that produce them,

become increasingly important considerations in buying decisions.

– As it does now, 4imprint will continue to respond to the demands of its customers.

A volatile

supply chain

– With an asset-light, drop-ship business model, 4imprint will face limited direct exposure to physical risk.

– Instead, the impacts of physical risk will come indirectly through suppliers and the supply chain. This will

manifest in increased supply chain costs, increasingly volatile raw material prices and availability and

increased product lead times.

– If minor and infrequent, this should have little material impact on 4imprint. However, as time progresses,

and the effects of climate change become more pronounced, the frequency and severity of these impacts

will increasingly impact 4imprint. These effects were notably worse in the4ºCscenario.

Opportunities

in a changing

climate

– The transition to a low carbon economy and the changes it brings will present significant opportunities

for4imprint.

– This includes pursuing low emissions sources of energy, an opportunity already being captured through

the Oshkosh solar array.

– The growing demand for sustainable products will also provide significant opportunity. 4imprint can decide

the extent to which it wishes to pursue this, for example further enhancing the Better Choices™ initiative.

– Conscious that it does not have a background of being a sustainable products provider, 4imprint can

assist its customers in making more informed decisions by providing accurate sustainability information

and supply chain transparency on its products.

4imprint Group plc Annual Report and Accounts 2022

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SUSTAINABILITY CONTINUED

TCFD Pillar TCFD Disclosure 4imprint Response Page(s)

Governance

Board’s oversight of

climate-related risks

and opportunities

CURRENT

– The Board has ultimate responsibility and accountability for

climate-related issues

– Climate-related issues reviewed by the Board include operational

mitigation activities and strategic commercial activities

– The Group Environmental Committee reports to the Board at least

annually and supports the development and implementation of

4imprint’s environmental framework

– Relevant experience on the Board to hold management to account

on environmental matters

FUTURE PRIORITIES

– Continued emphasis at Board level on shaping of climate strategy

and implications for commercial strategy

Management’s role

in assessing and

managing climate-

related risks and

opportunities

CURRENT

– The Group Environmental Committee drives the agenda and is

responsible for implementation at the operational level

– The Committee is composed of operational executives from both

US and UK operations and Executive Directors and is chaired by

amember of the Oshkosh senior management team

– The strategy is aligned to our environmental framework

parameters

FUTURE PRIORITIES

– Consider implementation of ESG-linked remuneration and

inclusion of climate-related metrics at the executive level

TCFD

In 2021 we made good progress in the implementation of the TCFD framework across our operations, but we also recognised

that opportunities remained for continuous improvement in our climate strategy and for enhancements to be made in future

disclosures. In 2022 we have enhanced our climate strategy and made progress in assessing risks and opportunities, most

notably in the climate scenario planning described above. As such, we consider that 4imprint’s climate reporting disclosures are

consistent with the TCFD framework.

Our updated 2022 TCFD disclosure summary is set out below:

4imprint Group plc Annual Report and Accounts 2022

TCFD Pillar TCFD Disclosure 4imprint Response Page(s)

Strategy

Identification of

climate-related risks

and opportunities

CURRENT

– Sustainability is a key part of our first strategic pillar

– Environmental risks are included as a primary risk category in the

Principal Risks & Uncertainties matrix, with sub-headings ‘Climate

change’ and ‘Products and market trends’

– Transition risks associated with climate change are expected to be

of greatest relevance to the business in the short to medium-term,

with business operations and locations at relatively low risk from

physical climate-related events

– Climate change scenario planning analysis conducted in 2022,

identifying opportunities from 4imprint’s focus on carbon footprint

management and low carbon product sustainability initiatives

FUTURE PRIORITIES

– Continuous refinement and advanced granularity in the response

to climate-related risks over different time horizons

– Improved identification of emerging physical climate risks,

particularly at tier 2 and tier 3 in the downstream supply chain

48–49

26–27

Impact of climate-

related risks and

opportunities on

business, strategy

and finance

CURRENT

– The expected impacts on the business are detailed in

the ‘Environmental risks’ category in the Principal Risks &

Uncertaintiesmatrix

– Impact leading to commercial opportunities is reviewed in this

Sustainability section

– Climate change scenario planning analysis conducted in 2022,

identifying and articulating impact of risks or opportunities

FUTURE PRIORITIES

– Continuous refinement and advanced granularity in the response

to climate-related risks over different time horizons, leveraging

scenario planning analysis conducted in 2022

– Further develop and test commercial opportunities such as Better

Choices™ to offer low carbon product solutions to increasingly

climate-conscious customers

– Produce qualitative assessment of potential financial materiality

of climate-related risks and opportunities; progress over time to

quantitative assessment

48–49

26–27

Resilience of

strategy under

various climate-

related scenarios

CURRENT

– Climate change scenario planning analysis conducted in 2022,

identifying and articulating impact of risks or opportunities and

considering business resilience

FUTURE PRIORITIES

– Consider building on qualitative scenario analysis already

performed to add quantitative scenario analysis in subsequent

years, allowing a more granular understanding of the potential

financial impacts of identified risks

26–27

4imprint Group plc Annual Report and Accounts 2022

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TCFD Pillar TCFD Disclosure 4imprint Response Page(s)

Risk

management

Processes for

identifying and

assessing climate-

related risks

CURRENT

– Climate-related or environmental topics are raised directly by

Board or Audit Committee members

– The Business Risk Management Committee considers emerging

risks through an analysis and scoring process

– Group Environmental Committee discussions may be elevated to

Board level on an ad hoc basis

– Use of external consultants to assist with climate change planning

and analysis

FUTURE PRIORITIES

– Current risk identification processes considered appropriate given

the nature of the Group’s operations and short reporting lines

25–26

Processes for

managing climate-

related risks

CURRENT

– Group risk management processes are set out under Principal

Risks & Uncertainties

– The Business Risk Management Committee’s scoring and

mitigations of climate-related risks are addressed under the

‘Environmental risks’ section

– The Group Environmental Committee and ultimately the Board

drive the broad strategic approach to identifying, managing and

mitigating climate-related risks, including both internal actions

to mitigate GHG emissions and actions to increase customer

awareness of products with sustainable credentials

FUTURE PRIORITIES

– Current risk management processes considered appropriate given

the nature of the Group’s operations and short reporting lines

– Consideration and review of relevant metrics annually to measure

and evidence progress on risk management initiatives

48–49

Integration

into overall risk

management

CURRENT

– Both climate change and sustainability-related product

trends are recognised within 4imprint’s Principal Risk &

Uncertaintiesframework

– As a result, the process for identifying and managing climate-

related risks is fully integrated into the Group’s overall

riskmanagement

FUTURE PRIORITIES

– Current procedures considered appropriate given the Group’s

operations and short reporting lines

48–49

TCFD Pillar TCFD Disclosure 4imprint Response Page(s)

Metrics and

targets

Metrics to assess

climate-related risks

and opportunities

CURRENT

– GHG emissions, intensity measures and energy consumption:

year-over-year performance and analysis

– Metrics subject to third party audit coordinated by Climate

ImpactPartners

FUTURE PRIORITIES

– Measure beneficial effect of low carbon initiatives, particularly the

solar array project

– Develop further reportable metrics including packaging, waste,

water usage, business travel and other data

31–32

SUSTAINABILITY CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Unit 2022 2021 Change

GHG emissions

Scope 1: Direct emissions from combustion of fuel

and operation of facilities Tonnes CO

-e 551 466 18%

Scope 2: Indirect emissions from purchased

and consumed electricity Tonnes CO

-e 2,935 3,097 -5%

Total Group emissions Scope 1 & 2 Tonnes CO

-e 3,486 3,563 -2%

Proportion of emissions that relate to the UK:

– Scope 1 0.0% 0.0%

– Scope 2 0.4% 0.4%

Intensity measurements

Emissions by Group revenue Tonnes CO

-e/$m Group revenue 3.1 4.5 -31%

Emissions by employee numbers Tonnes CO

-e/avg. employees 2.7 3.1 -13%

Energy consumption

Gas kWh 2,913,353 2,552,191 +14%

Electricity kWh 4,253,561 4,552,139 -7%

Total kWh 7,166,914 7,104,330 1%

Proportion consumed in UK 0.8% 0.8%

Greenhouse gas emissions report

Our GHG reporting for 2022 is in line with the UK Government regulations on Streamlined Energy and Carbon Reporting introduced

in 2019, and emissions have been calculated based on the GHG Protocol Corporate Standard. The emissions data set out below

relates to the operations of the Group for the year ended 31 December 2022.

TCFD Pillar TCFD Disclosure 4imprint Response Page(s)

Metrics

and targets

continued

Disclose Scope 1,

Scope 2, Scope 3

GHGs

CURRENT

– GHG emissions table covers Scope 1 and Scope 2

– Selected Scope 3 elements include opting into the UPS carbon

neutral shipping programme that offsets the emissions from

shipping products

FUTURE PRIORITIES

– Improvement in data gathering and disclosure of readily

addressable aspects of Scope 3

Targets used to

manage climate-

related risks and

opportunities

and performance

againsttargets

CURRENT

– Carbon neutral target achieved in 2021, recertified in 2022

– GHG emissions reporting

– The energy generated from the solar array project is estimated at

1,400 MWh, or around 40% of the requirements of the Oshkosh

distribution centre

– Better Choices™ ‘base year’ data established

FUTURE PRIORITIES

– Further develop targets, reporting and disclosure around Better

Choices™ sustainable product initiative

– Measure ‘base year’ (2023) data from Oshkosh solar array to

facilitate future reporting

– Develop targets for the proportion of renewable energy used to

defray the overall carbon footprint

31–32

4imprint Group plc Annual Report and Accounts 2022

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FINANCIAL STATEMENTS ADDITIONAL INFORMATION

SUSTAINABILITY CONTINUED

The Group’s GHG Scope 1 and 2

emissions in 2022 were in aggregate

essentially flat compared to 2021. By

far the largest energy demands at the

Oshkosh office and distribution facilities

are heating and cooling requirements

at different times of the year. These

demands can fluctuate significantly each

year depending on weather factors,

and the improved intensity metrics by

Group revenue and by headcount, whilst

encouraging, should be viewed in this

context. It is, however, worth pointing

out that there were encouraging Scope 2

electricity energy savings from two of our

recent projects:

– The first full year of LED lighting at

the Oshkosh office contributed to a

reduction in electricity consumption

of around 111,000 kWh; and

– The initial installation phase of

the solar array at the Oshkosh

distribution centre produced an

electricity saving of around 164,000

kWh. Now that this project is fully

commissioned we anticipate that the

reduction in Scope 2 emissions in

2023 will be significantly higher.

SMART

In September 2022 we celebrated

the fifth anniversary of our SMART

(Sustainability. Making A Renewable

Tomorrow) committee. The aim of

the SMART committee is to embed

environmental and sustainability

initiativesas part of our daily operations.

The work of the SMART committee is

supported enthusiastically throughout

the business and is responsible for a

dynamic community on our in-house

Yammer social media platform. Our team

members are happy to engage in SMART

initiatives and sustainability discussions.

Many projects and ideas have been

undertaken, varying in scope and nature,

but all with an emphasis on sustainability.

Some examples of recent SMART

activities are:

– Continuous improvements in

recycling of waste materials across

the business, diverting from landfill.

Examples are:

– Replacement of all-plastic poly

‘bubble’ mailer envelopes with a

fully recyclable padded envelope.

– Introduction of ‘eco’ bobbins

for thread in our embroidery

operation – the old plastic bobbin

casings have been replaced by a

tightly-wound new version with no

plastic consumable element.

– Replacement of poly packaging

pillows for packing items in boxes

with new packing pillows made

from potato starch.

– Electronics recycling initiatives for

both team members’ personal items

(leading to a reduction of 2,300 lbs.

of greenhouse gas emissions) and for

old company IT equipment (leading

to a reduction of 17,040 lbs. of

greenhouse gas emissions).

– Further rollout of motion sensors and

automation to cut down on energy

usage in our facilities.

– Rollout of LED lighting project at our

office in Manchester, UK.

– Group Yammer posts and discussions

concerning good choices and

sustainable alternatives, not just for

the business but also at home.

Members of our Group Environmental

and SMART committees are actively

engaged with the Green Masters Program

promoted by the Wisconsin Sustainable

Business Council (WSBC). The Chair of our

Environmental Committee presented at

a WSBC forum in 2022 to share details

of 4imprint’s sustainability journey and

CarbonNeutral

certification.

1.4MW solar array at Oshkosh distribution centre completed in 2022

4imprint Group plc Annual Report and Accounts 2022

Our products

Consistent with our corporate purpose,

our products are designed to effectively

promote our customers’ messages time

after time through repeated usage and

impressions. In other words, the most

effective promotional products are those

that have high utility and meaning for the

recipient and the quality to last.

Our products must also align with our

customers’ brand stories, each of which

is unique. As a result, offering a wide but

thoughtfully curated range of products

across many categories and with a variety

of characteristics is vital.

Our diverse range of products covers a

wide array of many different materials,

substrates, manufacturing processes and

imprinting techniques. The products that

we sell are mostly items that people use

in their everyday lives and as such are

typically available, unbranded, in retail.

Trends in retail/consumer quickly make

their way across to the business-to-

business/promotional space.

We are therefore very conscious of the

requirement to adapt to the changing

needs of our customers by helping

them find the ‘perfect product’ – and

this ‘perfect product’ increasingly comes

withsustainable characteristics.

Better Choices™

Increasingly, environmental aspects

regarding the sustainability of materials,

as well as social concerns such as

workplace culture/conditions are

an important part of the product

decision matrix. These considerations

are expected to grow significantly in

importance over the coming years. Our

Better Choices™ programme is designed

to make it easy for our customers to find

and research the promotional products

with the characteristics that are most

important to them.

Better Choices™, launched in the first

quarter of 2022, provides an easily

accessible framework to enable customers

to find their perfect product. Whether

they are beginning the sustainability

journey or are well down the path, many

of our customers share a desire to make

choices that lead to a better future.

Better Choices™ allows customers

to easily filter the 4imprint range of

promotional products to find the best

match for the values of their organisation

and their brand. Each Better Choices™

designation is rigorously researched

and is supported by third party

certification programmes and/or other

supplier provided information under

the broad headings of Better Materials

andBetterWorkplaces.

Better Materials highlighted

designationsinclude:

– Products made using recycled

polyester, paper, plastic or materials

as unique as old car tyres.

– Paper and wood-based products

certified by the Forestry Stewardship

Council (FSC) as responsibly sourced.

– Apparel and bags made from organic

cotton or US-grown cotton – globally

recognised for its approach to

sustainable farming.

Better Workplaces allows customers to

find products from brands and suppliers

whoare:

– An Accredited Participating Company

of the Fair Labor Association (FLA)

– known globally for protecting and

progressing workers’ rights around

the world.

– A Certified Benefit Corporation

(BCorp) – B Corps are legally bound

to consider how their actions impact

employees, suppliers, community

andthe environment.

Other standards and certifications

are also available as part of the Better

Choices™ programme including,

forexample:

– Product safety, (including

children’ssafety).

– Widely accepted protocols such as

technology standards.

In accordance with our culture, any

Better Choices™ designation places

significant emphasis on the integrity

of the information available. In other

words, we will be vigilant and disciplined

in confirming the veracity of any ‘Eco’

claimsmade.

At the end of 2022, the Better Choices™

range delivered the following statistics,

which should provide a basis for

comparison in future periods:

– More than 8,300 Better Choices™

‘tags’ had been applied to products

in the overall 4imprint range, (noting

that a single product may occasionally

be ‘tagged’ twice under different

designations).

– Products with one or more Better

Choices™ ‘tags’ at the end of 2022

accounted for around $196m of

demand revenue in the year. To be

clear, it should be noted that this is

not all incremental revenue since

many products that were ‘tagged’ in

the year were already in the 4imprint

range before Better Choices™ was

launched in March 2022.

We believe that Better Choices™ will

helpexpand our customers’ definition

of,and ability to find, their ‘perfect

product’. Further, through Better

Choices™ we have a platform with

potential to drive positive change for

all ofour stakeholders.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

FINANCIAL REVIEW

A step change

in financial

performance

in 2022

4imprint Group plc Annual Report and Accounts 2022

3434

2022

2021

Operating profit 102.90 30.65

Net finance income/(cost) 0.80 (0.42)

Profit before tax 103.70 30.23

Taxation (23.56) (7.64)

Profit for the period 80.14 22.59

The Group’s operating result in the period, summarising

expense by function, was as follows:

2022

2021

Revenue 1,140.29 787.32

Gross profit 321.94 226.02

Marketing costs (128.68) (127.53)

Selling costs (38.64) (32.16)

Administration and central costs (50.36) (34.73)

Share option charges and related

social security costs (0.84) (0.61)

Defined benefit pension scheme

administration costs (0.52) (0.34)

Operating profit 102.90 30.65

Operating result

Following the recovery of the business from the effects of the

pandemic in the prior year, the positive trading momentum

continued throughout 2022, resulting in record levels of demand.

This trading profile, along with an increase in average order values

and improved supply chain conditions, drove full year revenue to

$1.14bn, an increase of $0.35bn or 44.8% compared to $0.79bn

in2021.

The gross profit percentage declined 0.5% to 28.2% (2021: 28.7%).

Persistent inflationary pressures in the challenging macroeconomic

and geopolitical environment increased product, transportation

and labour costs, which were partially offset by a considered

approach to selling price adjustments taken to maintain customer

acquisition to drive future growth.

Marketing costs reduced to 11.3% of revenue, compared to

16.2% of revenue in 2021. 2022 saw a step change in marketing

productivity driven by investment in the brand element of

marketing mix, and our commitment to staying in front of

customers during the pandemic. This has led to the revenue per

marketing dollar KPI rising to $8.86, a 43.6% increase over prior

year (2021: $6.17).

Selling, administration and central costs together increased 33.1%

to $89.00m (2021: $66.89m). This increase is attributable to

additional investment in team members, particularly in customer

service and at our operational facilities to support elevated demand

activity, and higher incentive compensation costs and bad debt

reserves in line with trading performance.

These factors, when combined together, demonstrate the financial

leverage in the business model, thereby delivering material uplifts in

both operating profit to $102.90m (2021: $30.65m) and operating

margin to 9.02% (2021: 3.89%).

Foreign exchange

The primary US dollar exchange rates relevant to the Group’s

2022 results were as follows:

2022 2021

Period-end Average Period-end Average

Sterling 1.20 1.24 1.35 1.38

Canadian

dollars 0.74 0.77 0.79 0.80

The Group reports in US dollars, its primary trading currency.

Italso transacts business in Canadian dollars, Sterling and Euros.

Sterling/US dollar is the exchange rate most likely to impact the

Group’s financial performance.

The primary foreign exchange considerations relevant to the

Group’s operations are as follows:

– Translational risk in the income statement remains low with

98% of the Group’s revenue arising in US dollars, the Group’s

reporting currency. The net impact on the 2022 income

statement from trading currency movements was not

material to the Group’s results (note 21).

– Most of the constituent elements of the Group balance

sheet are US dollar-based. Exceptions are the Sterling-based

defined benefit pension asset and the UK cash balances,

which produced exchange losses of $0.20m and $1.21m

respectively for the year.

– The Group generates cash mostly in US dollars, but its

primary applications of post-tax cash are Shareholder

dividends, pension contributions and some Head Office

costs, all of which are paid in Sterling. As such, the Group’s

cash position is sensitive to Sterling/US dollar exchange

movements. By way of example, using actual exchange rates,

the movement of Sterling against the US dollar during 2022

meant that every US$1m converted to Sterling was worth

around £89,000 more at the 2022 closing rate compared

tothe 2021 closing rate.

Share option charges

A total of $0.84m (2021: $0.61m) was charged in the year

in respect of IFRS 2 ‘Share-based Payments’. This was made

up of two elements: (i) executive awards under the Deferred

Bonus Plan (DBP) and 2015 Incentive Plan; and (ii) charges in

respect ofthe 2019 UK SAYE and the 2021 US Employee Stock

PurchasePlan.

Current options and awards outstanding are 2,059 shares under

the UK SAYE, 89,388 shares under the 2021 US Employee Stock

Purchase Plan, and 29,633 shares under the 2015 Incentive

Plan. Awards under the DBP in respect of 2022 are anticipated

to be made in late March 2023.

Net finance income/(cost)

Net finance income for the year was $0.80m (2021: net finance

cost $0.42m). This comprises interest earned on cash deposits,

lease interest charges under IFRS 16, and the net income/

(charge) on the defined benefit pension plan assets and liabilities.

Interest income increased significantly during the year to

$1.16m (2021: $0.03m), driven by improving yields on higher

cash deposits, particularly in the US where interest rates

have been steadily raised during the year in response to

economicconditions.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Taxation

The tax charge for the year was $23.56m (2021: $7.64m), giving

an effective tax rate of 23% (2021: 25%). The charge comprises

a current tax charge of $23.99m representing tax payable on

UStaxable profits; a current tax charge of $1.19m in respect of

UK profits; and a deferred tax credit of $1.62m.

The decrease in the effective tax rate is principally due to UK

tax losses utilised in the year and the recognition of a deferred

tax asset for UK tax losses that, following a review of updated

forecasts of UK taxable profits, are expected to be utilised in the

next three years. The US business also benefitted from a federal

tax credit of $0.47m in respect of its investment in a solar array

at the Oshkosh distribution centre.

Earnings per share

Basic earnings per share was 285.57c (2021: 80.46c), an increase

of 255%. This reflects the 255% increase in profit after tax, and a

weighted average number of shares in issue similar to prior year.

Dividends

Dividends are determined in US dollars and paid in Sterling,

converted at the exchange rate on the date that the dividend

isdeclared.

The Board has proposed a final dividend of 120.00c per share

(2021: 30.00c) which, together with the interim dividend of

40.00c per share, gives a total paid and proposed regular

dividend relating to 2022 of 160.00c per share (2021: 45.00c),

anincrease of 256% compared to prior year.

The final dividend has been converted to Sterling at an

exchange rate of £1.00/$1.2093. This results in a final dividend

per share payable to Shareholders of 99.23p (2021: 22.99p),

which, combined with the interim dividend paid of 33.01p per

share, gives a total dividend per share for the year of 132.24p

(2021:33.82p).

In addition to the interim and final dividends, the Board has also

proposed a special dividend of 200.00c per share (165.38p)

(2021: nil), which will be paid at the same time as the final

dividend in June 2023. This special dividend is non-recurring

in nature and is in accordance with the Group’s established

balance sheet funding and capital allocation policies which are

described in more detail below.

The final and special dividends, together amounting to 320.00c

per share (264.61p), will be paid on 1 June 2023 to Shareholders

on the register at the close of business on 5 May 2023.

Defined benefit pension plan

The Group sponsors a legacy UK defined benefit pension plan

(the “Plan”) which has been closed to new members and future

accrual for several years. The Plan has 118 pensioners and 210

deferred members.

At 31 December 2022, the surplus of the Plan on an IAS 19 basis

was $1.23m (2021: $1.97m). Gross Plan assets under IAS 19

were $21.52m, and liabilities were $20.29m.

The change in the net IAS 19 Plan position is analysed as follows:

IAS 19 surplus at 1 January 2022 1.97

Company contributions to the Plan 4.37

Defined benefit pension scheme

administration costs (0.52)

Pension finance income 0.07

Re-measurement gain due to changes in

assumptions 11.91

Return on scheme assets

(excluding interest income) (16.37)

Exchange loss (0.20)

IAS 19 surplus at 31 December 2022 1.23

The net IAS 19 surplus decreased by $0.74m in the year. This

was mainly the result of a fall in the Plan asset values driven by

high inflation (the assets are held in gilts, the values of which

move with inflation and interest rate expectations, and liquidity

funds), partly offset by the increase in the discount rate used to

measure the Plan liabilities. In Sterling, the net IAS 19 surplus

decreased by £0.44m in the year to a surplus of £1.02m.

The Company continues to pay regular monthly contributions

into the Plan as part of a recovery plan agreed by the Company

and the Trustee that aims towards funding on a buyout basis by

mid-2024. As the Plan moves towards becoming ‘buyout ready’,

the Company and the Trustee continue to assess options on the

timing and route to achieving this objective.

A triennial actuarial valuation of the Plan was completed in

September 2019 and this forms the basis of the 2022 IAS 19

valuation set out above. The next triennial Plan valuation is

under way and is expected to be completed in the first half

of2023.

Business combination

On 25 April 2022, the Group acquired the trade and assets

of Fox Graphics Ltd, a private company based in Oshkosh,

Wisconsin, that specialises in screen-printing services. The

acquired screen-printing operations will enable the Group

to bring this capability in-house. With future investment the

objective is to secure the capacity to meet the anticipated

growth in demand for the apparel category.

The acquisition constitutes a business combination as defined

in IFRS 3, as the three elements of a business (input, process,

output) have been identified as having been acquired.

Accordingly, the acquisition has been accounted for using the

acquisition method.

The fair value of the consideration transferred was $1.70m and

the net identifiable assets acquired and liabilities assumed as

at the date of acquisition have been determined at $0.69m.

The resulting goodwill of $1.01m has been recognised on the

balance sheet during the period.

Further information on this acquisition is provided in note 10

tothese financial statements.

FINANCIAL REVIEW CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Cash flow

The Group had cash and bank deposits of $86.75m at

31December 2022, an increase of $45.16m against the

1January 2022 balance of $41.59m.

Cash flow in the period is summarised as follows:

2022

2021

Operating profit 102.90 30.65

Share option charges 0.82 0.60

Defined benefit pension scheme

administration charge 0.52 0.34

Depreciation and amortisation 4.02 3.67

Lease depreciation 1.51 1.34

Change in working capital (8.44) (13.76)

Capital expenditure (8.01) (3.47)

Underlying operating cash flow 93.32 19.37

Tax and interest (20.06) (6.82)

Consideration for business combination (1.70) –

Defined benefit pension scheme

contributions (4.37) (4.59)

Own share transactions (0.87) (0.84)

Capital element of lease payments (1.23) (1.12)

Exchange and other (1.21) (0.05)

Free cash flow 63.88 5.95

Dividends to Shareholders (18.72) (4.13)

Net cash inflow in the period 45.16 1.82

The Group generated underlying operating cash flow of

$93.32m (2021: $19.37m), a conversion rate of 91% of operating

profit (2021: 63%). The net working capital position, whilst

remaining elevated, has fallen significantly as a percentage of

revenue compared to the 2021 year-end reflecting the improved

supply chain conditions. Capital expenditure includes $1.82m on

a solar array at the Oshkosh distribution centre which became

fully operational in December 2022, and $2.93m on equipment

and facility build out costs in relation to the acquired screen-

printingoperations.

Free cash flow improved by $57.93m to $63.88m

(2021:$5.95m). This is attributable to the excellent trading

performance during the period and is net of $1.70m of

businessacquisition consideration.

The 2021 final dividend of $8.14m was paid in May 2022 and the

2022 interim dividend of $10.58m was paid in September 2022.

Balance sheet and Shareholders’ funds

Net assets at 31 December 2022 were $140.22m, compared to

$82.97m at 1 January 2022. The balance sheet is summarised

asfollows:

31 December

2022

1 January

2022

Non-current assets

(excluding pension asset) 46.71 38.04

Working capital 20.84 12.27

Cash and bank deposits 86.75 41.59

Lease liabilities (13.75) (12.09)

Pension asset 1.23 1.97

Other assets – net (1.56) 1.19

Net assets 140.22 82.97

Shareholders’ funds increased by $57.25m since the 2021

year-end. Constituent elements of the movement were net

profitin the period of $80.14m and share option related

movements of$1.01m, net of equity dividends paid to

Shareholders $(18.72)m, own share transactions of $(0.87)m,

the after tax impact of returns on pension scheme assets and

re-measurement gains on pension obligations of $(2.70)m, and

exchange losses of $(1.61)m.

The Group had a net positive working capital balance of

$20.84m at 31 December 2022 (2021: $12.27m), reflecting the

build-up of accrued revenue and inventory on orders in process

at year-end. As a percentage of revenue, the net working capital

balance has reduced materially from the prior year-end, which

was significantly impacted by global and local supply chain issues

caused by the pandemic.

Balance sheet funding

The Board is committed to aligning the Group’s funding with its

strategic priorities. This requires a stable, secure and flexible

balance sheet through different economic cycles. The Group will

therefore typically remain ungeared and hold a positive cash

and bank deposits position.

The Board’s funding guidelines are unchanged, and aim to

provide operational and financial flexibility:

– To facilitate continued investment in marketing, people and

technology through different economic cycles, recognising

that an economic downturn typically represents a market

share opportunity for the business.

– To protect the ability of the business to act swiftly as growth

opportunities arise in accordance with the Group’s capital

allocation guidelines.

– To underpin a commitment to Shareholders through the

maintenance of regular interim and final dividend payments.

– To meet our pension contribution commitments as they

falldue.

The quantum of the cash target at each year-end will be

influenced broadly by reference to the investment requirements

of the business, and the subsequent year’s anticipated full year

ordinary dividend and pension payment obligations.

The Board will keep these guidelines under review and is

prepared to be flexible if circumstances warrant.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Capital allocation

The Board’s capital allocation framework is designed to deliver

increasing Shareholder value, driven by the execution of

the Group’s growth strategy. The Group’s capital allocation

prioritiesare:

– Organic growth investments

– Either capital projects or those expensed in the

incomestatement.

– Market share opportunities in existing markets.

– Interim and final dividend payments

– Increasing broadly in line with earnings per share through

the cycle.

– Aim to at least maintain dividend per share in a downturn.

– Residual legacy pension funding

– In line with agreed funding schedule.

– Further de-risking initiatives, if viable.

– Mergers & acquisitions

– Not a near-term priority.

– Opportunities that would support organic growth.

– Other Shareholder distributions

– Quantified by reference to cash over and above balance

sheet funding requirement.

– Special dividends most likely method: other methods may

be considered.

In keeping with these capital allocation priorities and taking into

account both the cash-generative nature of business operations

and the Group’s investment plans for 2023 and beyond, the

Board has recommended a return to Shareholders of around

$56.1m by way of a special dividend of 200.00c per share,

payable in June 2023.

Treasury policy

The financial requirements of the Group are managed through

a centralised treasury policy. The Group operates cash pooling

arrangements for its North American operations. Forward

contracts may be taken out to buy or sell currencies relating to

specific receivables and payables as well as remittances from

overseas subsidiaries. There were no forward contracts open at

the period-end or prior period-end. The Group holds most of its

cash with its principal US and UK bankers.

The Group has a $20.0m working capital facility with its principal

US bank, JPMorgan Chase, N.A. The facility has a minimum

EBITDA test and standard debt service coverage ratio and debt

to EBITDA covenants. The interest rate is the Secured Overnight

Financing Rate (SOFR) plus 2.1%, and the facility expires on

31May 2024. In addition, an overdraft facility of £1.0m, with an

interest rate of the Bank of England base rate plus 2.0% (or 2.0%

if higher), is available from the Group’s principal UK bank, Lloyds

Bank plc, until 31 December 2023. The Group expects these

facilities to be renewed prior to their respective expiry dates.

The Group had cash and bank deposits of $86.75m at the year-

end and has no current requirement or plans to raise additional

equity or core debt funding.

Estimates and judgments

The preparation of the consolidated financial statements

requires management to make judgments and estimates that

affect the application of accounting policies, the amounts

reported for assets and liabilities as at the balance sheet date

and the amounts reported for revenues and expenses during

the year.

Critical accounting judgments are those judgments, apart from

those involving estimations, that have been made in the process

of applying the Group’s accounting policies and that have

the most significant effect on the amounts recognised in the

financial statements. Key assumptions and sources of estimation

uncertainty are those that have a significant risk of resulting in

a material adjustment to the carrying amounts of the Group’s

assets and liabilities within the next financial year.

Management considers the critical accounting judgments to be

in respect of revenue and the retirement benefit asset, and key

assumptions and sources of estimation uncertainty to relate to

the valuation of the defined benefit pension plan liabilities.

A review of internal and external indications of impairment

was undertaken in accordance with IAS 36 for both the North

American and UK cash-generating units (CGU). This did not lead

to formal impairment reviews being undertaken for either CGU.

The Company has released £329k from the expected credit loss

provision on a loan to a subsidiary undertaking in its individual

financial statements.

Viability statement

In accordance with Provision 31 of the UK Corporate

Governance Code 2018, the Board has assessed the prospects

and viability of the Group.

Assessment of prospects

In making their assessment of the Group’s prospects, the

Directors have carefully considered:

– The Group’s strategy, market position and business model,

as set out in the Strategic Report section on pages 9 to 19 of

the 2022 Annual Report.

– The principal risks and uncertainties facing the Group, as

outlined in the Principal Risks & Uncertainties section on

pages 41 to 49 of the 2022 Annual Report and further

detailed below.

– Information contained in this Financial Review concerning

the Group’s financial position, cash flows and liquidity.

– Regular management reporting and updates from the

Executive Directors.

– Recent detailed financial forecasts and analysis for the three-

year period to 27 December 2025.

Principal risks and uncertainties

The Directors have carefully considered the Group’s principal

risks and uncertainties in assessing the Group’s prospects, which

include strategic risks, operational risks, reputational risks, and

environmental risks. Whilst all the risks identified could have an

impact on the Group, given the prevailing external climate and

potential to impact the Group’s financial position and longer-

term viability, macroeconomic and environmental risks are

considered in further detail below.

Macroeconomic risks

Whilst the risk of a negative effect on demand for our products

from the pandemic is considered to have receded during

the year, the macroeconomic and geopolitical environment

remainschallenging.

FINANCIAL REVIEW CONTINUED

4imprint Group plc Annual Report and Accounts 2022

The ongoing uncertainty associated with the outlook for a

potential global recession and continued geopolitical unrest

poses downside risks to growth and the cost base. Inflationary

pressures (mainly in relation to product, transportation,

and labour costs) have persisted since the onset of the

pandemic although the impact on the business has to date

been successfully mitigated through appropriate and timely

adjustments to the customer proposition, the marketing mix and

expense budgets. In addition, the maintenance of high levels of

liquidity has facilitated continued investment in the business for

future growth.

The operational and financial resilience of the business through

the pandemic and current economic and political uncertainty,

coupled with the strong financial position of the Group, give

the Board confidence that the strategy, competitive position,

and business model remain entirely relevant and that despite

residual uncertainty as to future market conditions, the Group

expects to be in a good position both to withstand further

economic stress and to take market share opportunities as

theyarise.

The potential impacts from the current macroeconomic risks

and associated mitigating actions have been reflected in the

demand and cost assumptions of the financial forecasts used

toassess viability and going concern.

Environmental risks

As a primary strategic objective of the Group and as noted

above in the assessment of prospects, environment-related risks

and opportunities are specifically considered by the Board in

their assessment of viability and going concern.

The Group has established an appropriate governance

structure, in the form of the Group Environmental Committee

and Business Risk Management Committee, to identify new and

emerging risks related to climate change and the environment.

Environmental risks have the potential to impact the Group’s

ability to achieve its strategic objectives through damage to our

reputation, our operational facilities and those of our supplier

partners, and the failure to respond to trends and shifts in

consumer product preferences.

As detailed more fully in the Sustainability section, the

Group has proactively responded to these risks with several

initiatives. These include the achievement of CarbonNeutral

company status, the installation of a solar panel array at our

distribution centre in Oshkosh, the introduction of our Better

Choices™ programme to make it easier for our customers to

find products with the characteristics that are most important

to them, and participation in the UPS carbon neutral shipping

programme. The flexible nature of our ‘drop-ship’ model

and close relationships maintained with key and alternative

suppliers allows for relatively rapid adjustment to episodes of

extremeweather.

Whilst governmental and societal responses to climate

change risks are still developing, and therefore all possible

future outcomes are not known, the Group has embedded

environmental matters into its strategic objectives and sees

climate change and other aspects of environmental stewardship

as a fundamental part of a commitment to build a commercially

and environmentally sustainable business that delivers value to

all stakeholders.

The cash flow impacts of our environmental initiatives are

incorporated into the financial forecasts used to assess viability

and going concern.

Viability assessment period

In their assessment of viability, the Directors have reviewed

the assessment period and have determined that a three-year

period to 27 December 2025, in line with the Group’s rolling

strategic planning process, continues to be most appropriate.

In the context of the fast-moving nature of the business, its

markets, and the relatively short-term nature of the order book,

the Directors consider that the robustness of the strategic plan

is higher in the first three years and recognises that forecast

information beyond this period is significantly less reliable.

The Group’s business model does not rely heavily on fixed

capital, long-term contracts, or fixed external financing

arrangements.

Assessment of viability

Whilst the principal risks and uncertainties outlined on pages

41to 49 of the 2022 Annual Report could all have an impact

on the Group’s performance, the Board considers that the key

factor that would prejudice the ongoing viability and liquidity

of the Group would be a severe downturn in demand, which

negatively impacts new customer acquisition and existing

customer retention.

The ‘base case’ three-year plan, developed for the purposes of

the Group’s strategic planning process, provides the basis for

the financial modelling used to assess viability. Over the three-

year period this ‘base case’ shows improving financial results,

anaccumulating cash balance and no liquidity concerns.

Severe, but plausible, downside demand assumptions were

then determined and used to adjust the ‘base case’ forecast

to model the effects on the Group’s liquidity. These ‘downside’

scenarios assume a significant deterioration in demand patterns

during 2023, similar to those experienced in 2020 when the

pandemic started, with order volumes for the first year of the

three-year forecast period dropping back to around 70% of

2022 levels, before gradually recovering back to 2022 order

levels by 2025. Marketing and direct costs were flexed in line

with revenue, capital expenditure was moderated to reflect the

reduction in demand, and dividend payments were reduced in

line with earnings per share, but other payroll and overhead

costs remained at 2022 levels with an allowance for inflationary

increases. These ‘downside’ scenarios are intended to simulate

a severe shock to demand resulting in sustained diminished

corporate demand in a downsized promotional products market.

Even under the severe stress built into the ‘downside’ models,

the Group retains strong liquidity throughout the assessment

period. This liquidity is in the form of cash balances. In addition,

there are further mitigating actions that the Group could

take, including further cutting marketing costs and reducing

headcount, that are not reflected in the distressed forecast but

would, if required, be fully under the Group’s control.

Given the scalability of the Group’s business model, as

demonstrated over the past few years, the absence of external

financing, and low fixed or working capital requirements, a

reverse stress testing scenario has not been undertaken. The

Group has proven during the onset of the pandemic in 2020 its

ability to flex its marketing and other costs to mitigate the impact

of falls in revenue and retains flexibility to further reduce other

costs should the need arise.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Though the Group maintains a $20m line of credit with its US

bankers that expires on 31 May 2024 and a small overdraft

facility with its UK bankers that expires on 31 December 2023,

the modelling in both the ‘base case’ and ‘downside’ scenarios

shows the maintenance of positive cash balances throughout

the assessment period and, as such, there is no current

requirement to utilise the facilities or intention to secure any

additional facilities.

The assumptions used in the ‘base case’ and ‘downside’

scenarios and resulting financial forecasts have been reviewed

and approved by the Board. The conclusion of this review is that

the Group has significant flexibility in its variable costs, a low

fixed cost base, and enters the 2023 financial year with a strong

cash and bank deposits position of $86.8m, enabling it to remain

cash positive even under severe economic stress.

FINANCIAL REVIEW CONTINUED

Confirmation of viability

Based on this review of the Group’s prospects and viability, the

Directors confirm that they have a reasonable expectation that

the Group will continue to operate and to meet its liabilities as

they fall due, for the next three years to 27 December 2025.

Going concern

Based on their assessment, the Directors have not identified

any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt

on the Group’s and Company’s ability to continue as a going

concern from the date the financial statements are approved

until 29 June 2024. Accordingly, they continue to adopt the

going concern basis in preparing the Group’s and Company’s

financialstatements.

Non-financial reporting regulations

The table below sets out where stakeholders can find information in our Strategic Report relating to non-financial matters,

asrequired by sections 414CA and 414CB of the Companies Act 2006. The information found in the below pages form our

non-financial statement:

Reporting requirement Section of the Annual Report Page(s)

Environmental matters Sustainability 25 to 33

Employees Sustainability 21 to 23

Social matters Sustainability 23 and 24

Human rights Sustainability/Statement on Corporate Governance 24/62

Anti-corruption and anti-bribery Sustainability 24

Business model Business Model 18 and 19

Non-financial KPIs Strategic Objectives 12 and 13

Principal risks Principal Risks & Uncertainties 41 to 49

Management report

The Strategic Report is considered to form the management report for the purpose of DTR 4.1.8R.

4imprint Group plc Annual Report and Accounts 2022

PRINCIPAL RISKS & UNCERTAINTIES

Risk appetite

4imprint’s business model means that it may be affected by

numerous risks, not all of which are within its control. The Board

seeks to take a balanced approach to the risks and uncertainties

that it faces, encouraging an appetite for measured risk-taking

that contributes to both the operational agility and innovative

culture that it believes is necessary to meet the Group’s strategic

objectives. That risk appetite is, however, tempered by risk

identification, evaluation and management.

Risk management process

The Board has ultimate responsibility for oversight and

management of risk and control across the Group. The Audit

Committee assists the Board in fulfilling its responsibilities to

maintain effective governance and oversight of the Group’s risk

management and internal controls.

Risks are identified on a top-down and bottom-up basis from

many sources, including internally, through the Board and

operational and functional management teams, and externally,

to ensure that emerging risks are considered. Risk identification

focuses on those risks which, if they occurred, have the potential

to have a material impact on the Group and the achievement

of its strategic, operational and compliance objectives. Risks are

categorised into the following groups: strategic risks; operational

risks; reputational risks; and environmental risks.

Management is responsible for evaluating each significant

risk and implementing specific risk mitigation activities and

controls with the aim of reducing the resulting residual risk to an

acceptable level, as determined in conjunction with the Group’s

risk appetite. The Business Risk Management Committee

reviews the consolidated Group risk register and the mitigating

actions and controls at regular meetings and provides updates

to the Audit Committee on a bi-annual basis. This process is

supplemented with risk and control assessments completed by

the operating locations and Group function annually.

The Board

The Board undertakes a formal review of the Group’s principal

and emerging risks at least annually, assessing them against

the Group’s risk appetite and strategic objectives. The Executive

Directors will routinely update the Board on urgent emerging

issues and principal risks where the residual risk exceeds the

Group’s risk appetite to allow the Board to determine whether

the actions being taken by management are sufficient.

Principal risks and uncertainties

Outlined in the following tables are the current principal risks

and uncertainties that would impact the successful delivery of

the Group’s strategic goals. These are consistent with those

disclosed in the prior year. The list is not exhaustive and other,

as yet unidentified, factors may have an adverse effect.

The Board recognises that effective risk management and a

robust system of internal control are integral components of

good corporate governance and are fundamental to the long-

term sustainable success of the Group. Risk appetite, the risk

management process, and associated mitigating activities and

controls are all essential elements of the Group’s strategic and

operational planning processes.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Strategic risks

Macroeconomic conditions

RISK AND DESCRIPTION

The Group conducts most of its operations in North America and would be affected by a downturn in general economic

conditions in this region or negative effects from tension in international trade. In previous economic downturns the promotional

products market has typically softened broadly in line with the general economy.

STRATEGIC RELEVANCE

Customer acquisition and retention could fall, impacting

revenue in current and future periods.

The growth and profitability levels called for in the Group’s

strategic plan may not be achieved.

Cash generation could be reduced broadly corresponding

toa reduction in profitability.

DIRECTION

Whilst concerns remain with respect to potential

new COVID-19 virus variants, the risk of a

negative effect on demand for our products

arising from the pandemic is considered to have

receded.

A challenging macroeconomic and geopolitical

environment continues to cause uncertainty

in our North American and UK markets, posing

downside risks to general economic conditions

and growth.

Persistent inflationary pressures could drive up

product, transportation and labour costs.

Unchanged

MITIGATION

Management monitors economic and market conditions to

ensure that appropriate and timely adjustments are made to

marketing and other budgets.

The customer proposition in terms of promotions, price,

value, and product range can be adjusted to resonate

with customer requirements and budgets in changing

economicclimates.

The Group’s balance sheet funding policy provides

operational and financial flexibility to facilitate continued

investment in the business through different economiccycles.

Markets & competition

RISK AND DESCRIPTION

The promotional products markets in which the business operates are intensely competitive. New or disruptive business models

looking to break down our industry’s prevailing distributor/supplier structure may become a threat. Buying groups and online

marketplaces may allow smaller competitors access to improved pricing and services from suppliers. Private equity interest in the

promotional products industry has increased in recent years, offering potential funding for existing competitors or new entrants.

STRATEGIC RELEVANCE

Aggressive competitive activity or a disruptive new model

could result in pressure on prices, margin erosion and loss

ofmarket share, impacting the Group’s financial results.

The Group’s strategy based on achieving organic revenue

growth in fragmented markets may need to be reassessed.

Customer acquisition and retention could fall, impacting

revenue in current and future periods.

DIRECTION

The competitive landscape to date has been

relatively consistent on the distributor side in

our main markets.

Unchanged

MITIGATION

Service level, price and satisfaction guarantees are an integral

part of the customer proposition. Negative or changing

customer feedback is investigated and addressed rapidly.

Customers are surveyed regularly to monitor changing

customer interests and perceptions.

Merchandising and supply chain teams have extensive

experience in rapidly adapting the product range to meet

evolving consumer demand.

Our aim is to position the business at the forefront of

innovation in the industry, driven by an open-minded culture

that is customer-focused, embraces collaborative supplier

relationships, and has an appetite for technology.

Management closely monitors competitive activity in the

marketplace including periodic market research studies.

PRINCIPAL RISKS & UNCERTAINTIES CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Effectiveness of key marketing techniques and brand development

RISK AND DESCRIPTION

The success of the business relies on its ability to attract new and retain existing customers through a variety of marketing

techniques. These methods may become less effective as follows:

– TV/Video/Brand: Fluctuations in available inventory may cause the price of this technique to increase beyond our

acceptable thresholds. The evolving nature of how consumers access this type of content could change our ability to

effectively access our audience.

– Online: Search engines are an important source for channelling customer activity to 4imprint’s websites. The efficiency of

search engine marketing could be adversely affected if the search engines were to modify their algorithms or otherwise make

substantial changes to their practices.

– Offline: The flow of print catalogues and sample packages would be disrupted by the incapacity of the US Postal Service to

make deliveries, for example due to natural disasters or labour activism. Pandemic conditions that lead to increased levels of

people working from remote locations may diminish the effectiveness of this technique.

The evolving landscape around consumer data privacy preferences and data privacy legislation potentially affects all marketing

techniques if it compromises our ability to access and analyse customer information or results in any adverse impacts to our

brand image and reputation.

STRATEGIC RELEVANCE

If sustained over anything more than a short time period,

an externally driven decrease in the effectiveness of key

marketing techniques would cause damage to the customer

file as customer acquisition and retention fall. This would

affect order flow and revenue in the short-term and the

productivity of the customer file over a longer period,

impacting growth prospects in future years.

Restrictive data privacy legislation or changes in consumer

demands around data privacy could decrease the yield on

our marketing activities and might increase compliance costs

and the possibility of lawsuits.

DIRECTION

Marketing diversification continues via the

successful integration of a brand component to

the marketing portfolio.

The trend towards ‘work-from-home’, accelerated

by the COVID-19 pandemic, has negatively

impacted response rates for print catalogues.

This has resulted in a successful redeployment of

offline/print budget towards further investment

in brand and online marketing.

The business has significantly reduced the

amount of data it shares, increasingly relying

onfirst party data.

Unchanged

MITIGATION

TV/Video/Brand: Given that this is the newest element of

our marketing portfolio, our utilisation of this technique is still

at a relatively early stage of its development, allowing for a

high degree of flexibility.

Online: Management stays very close to new developments

and emerging platforms in the online space. Efforts are

focused on anticipating changes and ensuring compliance

with both the requirements of providers and applicable laws.

Offline: Developments in the US Postal Service are closely

monitored through industry associations and lobbying

groups. Alternative parcel carriers are continuously evaluated.

Data privacy requirements and consumer data preferences

are monitored closely and assessed.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

PRINCIPAL RISKS & UNCERTAINTIES CONTINUED

Operational risks

Business facility disruption

RISK AND DESCRIPTION

The 4imprint business model means that operations are concentrated in centralised office, distribution and production facilities.

The performance of the business could be adversely affected if activities at one of these facilities were to be disrupted, for

example, by pandemic, fire, flood, loss of power or internet/telecommunication failure.

STRATEGIC RELEVANCE

The inability to service customer orders over any extended

period would result in significant revenue loss, deterioration

of customer acquisition and retention metrics and diminished

return on marketing investment.

A significant portion of our apparel orders are embroidered

in-house at our distribution centre, therefore disruption at

this facility would impact our ability to fulfil these orders.

The Group’s reputation for excellent service and reliability

may be damaged.

DIRECTION

Whilst concerns remain with respect to potential

new COVID-19 virus variants, the risk of potential

shutdown of one or all of our facilities from

a return to ‘lockdown’ type restrictions is

considered to have receded.

Decreased

MITIGATION

Back-up and business continuity infrastructure is in place to

ensure the risk of customer service disruption is minimised.

Websites are cloud-based, and data is backed up

continuously to off-site servers.

Relationships are maintained with third party embroidery

contractors to provide an element of back-up in the event of

facility unavailability.

Our recently acquired screen-printing operations have been

located separately to our existing distribution centre to

diversify the risk of disruption to our facilities.

A significant proportion of our office and customer service

staff can work from home, mitigating some risk should offices

become unavailable.

4imprint Group plc Annual Report and Accounts 2022

Domestic supply and delivery

RISK AND DESCRIPTION

As a consequence of the Group’s ‘drop-ship’ distribution model, trading operations could be interrupted if: (i) the activities of a key

supplier were disrupted and it was not possible to source an alternative supplier in the short-term; (ii) a key supplier’s own supply

chain is compromised by ‘force majeure’ events in the country of original product manufacture, for example natural disasters,

social/political unrest or pandemic; or (iii) the primary parcel delivery partner used by the business suffered significantly degraded

service levels. As the Group continues to grow, the volume of orders placed with individual suppliers becomes significant.

STRATEGIC RELEVANCE

Inability to fulfil customer orders would lead to lost revenue

and a negative impact on customer acquisition and

retentionstatistics.

The Group’s reputation for excellent service and reliability

may be damaged, leading to potential erosion of the value

built up in the 4imprint brand.

DIRECTION

The significant growth in demand experienced

during the year has led to increased volumes

being placed with certain individual suppliers.

This has led to an increase in the inherent

risk of supplier concentration, although the

Group continues to manage this risk through

relationships with alternative suppliers.

The disruption to global and local supply chains,

initially caused by the impact of the pandemic,

continues to persist. The lessening impact from

COVID-19 on the Group’s ability to fulfil customer

orders on a timely basis has been offset with

ongoing challenges in the recruitment of staff by

both the Group and our supply partners, the risk

of strikes at our parcel delivery partners, and

elevated order levels experienced during theperiod.

Whilst the residual risk continues to remain

elevated, it is considered to have stabilised in

comparison to the prior year.

Unchanged

MITIGATION

A rigorous selection process is in place for key suppliers, with

evaluation and monitoring of quality, production capability

and capacity, ethical standards, financial stability and

business continuity planning.

Very close relationships are maintained with key suppliers,

including a detailed shared knowledge of the supply end

of the value chain, allowing swift understanding of and

appropriate reaction to events.

Wherever possible, relationships are maintained with suitable

alternative suppliers for each product category.

Secondary relationships are in place with alternative

parcelcarriers.

Failure or interruption of information technology systems

andinfrastructure

RISK AND DESCRIPTION

The business is highly dependent on the efficient functioning of its IT infrastructure. An interruption or degradation of services at

any 4imprint operational facility would affect critical order processing systems and thereby compromise the ability of the business

to deliver on its customer service proposition.

STRATEGIC RELEVANCE

In the short-term, orders would be lost and delivery deadlines

missed, decreasing the efficiency of marketing investment

and impacting customer acquisition and retention.

Revenue and profitability are directly related to order flow

and would be adversely affected as a consequence of a major

IT failure.

Depending on the severity of the incident, longer-term

reputational damage could result.

DIRECTION

The IT platform is mature, and performance has

been efficient and resilient, including through

the COVID-19 pandemic and more recently with

higher levels of staff working from home.

The rollout of our home working computer

solution is now complete, enabling the vast

majority of our office-based team members to

work from home.

Unchanged

MITIGATION

There is continuous investment in both the IT team supporting

the business and the hardware and software system

requirements for a stable and secure operating platform.

Back-up and recovery processes are in place, including

immediate replication of data to an alternative site, to

minimise the impact of information technology interruption.

Cloud-based hosting for eCommerce and elements of back-

office functionality.

IT infrastructure in place to support working from home for

our office-based team members.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

PRINCIPAL RISKS & UNCERTAINTIES CONTINUED

Reputational risks

Cyber threats

RISK AND DESCRIPTION

Malware, ransomware and other malicious cyber threats can lead to system failure and/or unauthorised access to and

misappropriation of customer data, potentially leading to reputational damage and loss of customer confidence. This is a rapidly

changing environment, with new threats emerging on an almost daily basis.

STRATEGIC RELEVANCE

Revenue and profitability are directly related to order flow

and would be adversely affected as a consequence of

systemcompromise.

A significant security breach could lead to litigation and

losses, with a costly rectification process. In addition, it might

be damaging to the Group’s reputation and brand.

An event of this nature might result in significant expense,

impacting the Group’s ability to meet its strategic objectives.

DIRECTION

The expected frequency, sophistication and

publicity around cyber crime continues to

increase. Accordingly, a high residual risk

assessment continues to be maintained.

Unchanged

MITIGATION

The business employs experienced IT staff whose focus is to

identify and mitigate IT security vulnerabilities.

Investment in software and other resources in this area

continues to be a high priority.

Technical and physical controls are in place to mitigate

unauthorised access to customer data and there is an

ongoing investment process to maintain and enhance the

integrity and efficiency of the IT infrastructure and its security.

Due to the ever-evolving nature of the threat, emerging cyber

risks are addressed by the IT security team on a case-by-

casebasis.

Third party cyber security consultants are employed as and

when appropriate.

4imprint Group plc Annual Report and Accounts 2022

Supply chain compliance & ethics

RISK AND DESCRIPTION

Our business model relies on direct (tier 1) and indirect (tier 2 & 3) relationships with suppliers located both within our primary

markets and at overseas locations. 4imprint has for many years had very high ethical expectations for supply chain compliance,

but there is always a risk that our wider supply chain partners may, from time to time, not comply with our standards or

applicable local laws.

STRATEGIC RELEVANCE

Significant or continuing non-compliance with such standards

and laws could result in serious damage to our reputation

and brand image.

This could have an adverse effect on our ability to acquire

and retain customers and therefore our longer-term revenue

prospects and financial condition.

DIRECTION

Our supplier compliance programme is

wellestablished.

Whilst visits to, and audits of, both domestic and

overseas suppliers have increased since the start

of the COVID-19 pandemic, challenges in visiting

certain locations continue to persist.

Unchanged

MITIGATION

Key tier 1 suppliers must commit to cascading our ethical

sourcing expectations down to their tier 2 and tier 3 supply

chain partners.

Specifically, we require our suppliers to comply with our

supplier compliance documentation, including the ‘4imprint

Supply Chain Code of Conduct’ and the ‘4imprint Factory &

Product Compliance Expectations’ document.

We are active in promoting audit coverage of our supply

chain at many levels, and in ensuring that product safety and

testing protocols are adequate and up to date.

Legal, regulatory and compliance

RISK AND DESCRIPTION

We are subject to, and must comply with, extensive laws and regulations, particularly in our primary US market. An example is

data privacy legislation.

STRATEGIC RELEVANCE

If we or our employees, suppliers and other partners fail

tocomply with any of these laws or regulations, such failure

could subject us to fines, sanctions or other penalties

that could negatively affect our brand, reputation and

financialcondition.

DIRECTION

Obligations continue to be complied with

andmonitored.

Unchanged

MITIGATION

Consultation with subject matter experts, specialist external

legal advisers and Government agencies as appropriate.

US General Counsel recruited during 2022.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Environmental risks

Climate change

RISK AND DESCRIPTION

Climate change potentially affects our operations, facilities, supply chain, team members, communities and our customers

in a variety of ways. As such, it presents a multitude of risks to the business and threatens our ability to achieve our

strategicobjectives.

STRATEGIC RELEVANCE

Extreme weather-related events that impact our customers

and/or our suppliers can have ‘episodic’ negative impact on

revenue, customer acquisition and retention, and they can

also cause increases to our product and distribution costs.

Some of our suppliers are located in geographic areas that

are subject to increased risk of these events.

Further, if the business is not seen to be taking deliberate

and tangible actions to reduce its GHG emissions, the

Group’s reputation and brand may be damaged.

DIRECTION

There remains a global sense of urgency in

relation to climate change. As such, the risks

in this area remain elevated, albeit they are

considered stable over the period.

Unchanged

MITIGATION

The flexible nature of our ‘drop-ship’ model allows for

relatively rapid adjustment to episodes of extreme weather.

The business has very low customer concentration which

helps mitigate an element of the risk as well.

The business became ‘carbon neutral’ in 2021 in respect of

Scopes 1 and 2 and meaningful elements of Scope 3, a year

earlier than originally targeted.

Our solar array project at the Oshkosh distribution centre

became fully operational during 2022, significantly increasing

the portion of the Group’s power requirements generated

from renewable sources.

Management is actively monitoring and measuring progress

towards further environmental goals, most notably further

GHG reductions in Scopes 1 and 2 and meaningful elements

of Scope 3.

PRINCIPAL RISKS & UNCERTAINTIES CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Products and market trends

RISK AND DESCRIPTION

The transition to a low carbon economy may lead to changing product trends or consumer preferences that render certain

products undesirable or obsolete whilst increasing demand for others.

STRATEGIC RELEVANCE

Failure to anticipate accurately, and respond to, trends

and shifts in consumer preferences by adjusting the mix

of existing product offers may lead to lower demand for

our products, impacting our market position and ability to

generate revenue growth.

DIRECTION

The transition to a low carbon economy is driving

changes in consumer preferences towards

sustainable products.

However, the fact that most of the products in

our broad range are also sold unbranded in the

retail setting, and with the launch of our Better

Choices™ initiative, the pace of the transition

towards sustainable choices is likely to remain

quite manageable.

Decreased

MITIGATION

Our merchandising teams actively collaborate with our

suppliers to continuously curate our range of products to

adapt to and meet the needs and tastes of our customers.

Our Better Choices™ initiative has been launched to highlight

promotional products that have sustainable attributes, giving

our customers the ability to research product attributes and

supplier standards and certifications related to sustainability,

environmental impact, workplace culture and more.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

STAKEHOLDER ENGAGEMENT

Section 172 Statement

4imprint’s key stakeholders and outcomes are set out along

with our Business Model on pages 18 and 19. Our Board

members understand and embrace the responsibility of

balancing the interests of this wide stakeholder base. A

strong and distinctive culture encouraging responsible

practice has been deeply embedded at all levels of

our business for many years (see page 21). Our team

members observe clear guiding principles that drive ethical

interactionswith, and generate positive outcomes for, our

key stakeholders.

The Board of 4imprint sets the tone by monitoring, nurturing

and reaffirming these principles, and demonstrating, through

its discussions and actions, that the interests of stakeholders

are central to its decision-making. Within this framework, the

Directors discharge their duties by monitoring and assessing

stakeholder interests in two primary ways:

(i) Regular information flow from the

ExecutiveDirectors.

The Executive Directors are directly involved in day-to-day

business operations as a result of a flat organisational

structure and a business model conducted from

centralised facilities. The Non-Executive Board members

receive regular written and verbal business updates from

the Executive Directors via monthly reports, face-to-face

at regular Board meetings and between Board meetings

asrequired.

(ii) Direct engagement of Board members.

Directors are expected, where appropriate, to engage

directly with, or on behalf of, stakeholders. In particular,

the Chairman, Senior Independent Director, Board

Committee Chairs and ‘Employee Voice’ Director seek to

understand the needs and priorities of each stakeholder

group and are encouraged to engage independently with

stakeholders depending on subject matter and context.

The Directors consider the interests of each of our key

stakeholder groups when considering their duties under

S172 and take into account the information gathered

through engagement with these stakeholders when

determining the Group’s strategies and key decisions

(seepage 62).

A summary of our stakeholder engagement activities,

(together with the issues and factors the Directors have

considered in respect of our stakeholders in complying with

section 172 (1) (a) to (f)) is set out in the following tables.

The following disclosure

describes how the Directors

have had regard to the

matters set out in section

172 (1) (a) to (f) and forms the

Directors’ statement required

under section 414CZA of the

Companies Act 2006.

Team members

WHAT’S IMPORTANT

Investment in our people is a key driver of our competitive

advantage (see Strategic Objectives on page 10). We can

only deliver a remarkable customer experience if we

have exceptional team members who subscribe to our

principles and values. We engage with our team members

to ensure that we are fostering a safe, diverse and

inclusive environment that they are happy to work in and

a culture that they identify with. See pages 21 to 23 for

further discussion on people and culture.

ENGAGEMENT

– Open and honest culture involving regular

communications/updates with team members, whether

in-person, via our in-house social media platform or by

email/video call for team members working from home

– Competitive, merit-based compensation, excellent benefits

package and opportunity for an easily understood, results-

based bonus

– Ability to participate in the Group’s success through bonus

plans and share ownership (ESPP and SAYE plans)

– Wide range of training and development opportunities

available for team members (see Sustainability on page 22)

– The Executive Directors are based at the Oshkosh site and

have regular interaction with team members, including

regular updates from the CEO

– Site visits by Chairman and NEDs, as appropriate, usually

including an annual two-day visit and strategy review in

Oshkosh (see page 55)

DECISIONS, ACTIONS AND OUTCOMES

– Re-affirmed the Board’s commitment to a people-led

approach, prioritising the welfare, health and safety of

our team members

– Conducted an extensive, externally facilitated employee

survey, leading to further investment in and

development of enhanced work from home capabilities

– Development and cultivation of 4imprint culture and

working environment in accordance with DEI principles

(see pages 21 to 23)

– Re-calibration of productivity-based pay matrices in

2022 and competitive pay raises for other positions

– Continuing good participation rates in US employee

share ownership (ESPP) plan

– Regular input from the NED with responsibility

for championing the interests of team members

(‘Employee Voice’)

– Low staff turnover rates; a good result in the context of

very tight labour markets

– Paid a one-off bonus of $1,000 to every team member

in recognition of their above and beyond contribution

throughout 2022 but particularly during periods

of very strong order intake and acute stress in the

second half of the year

4imprint Group plc Annual Report and Accounts 2022

Customers Suppliers

WHAT’S IMPORTANT

Our purpose (see inside front cover) revolves around

providing relevant, quality promotional products to

our customers to help them convey their message.

Our customers rely on us to make them and their

organisations look good.

ENGAGEMENT

– Emphasis on providing remarkable customer service

within a culture of continuous improvement (see

page3)

– Guiding each customer to their ‘perfect product’;

product quality, safety, price and range development

(see page 15)

– Regular customer surveys

– Periodic extensive customer market research projects

– Team members empowered to make decisions in the

customer’s interest, and managers (up to and including

CEO) available to address customer concerns

– Responsible use and security of personal data

DECISIONS, ACTIONS AND OUTCOMES

– Continued development of the marketing mix,

including additional investment in brand marketing,

to resonate with shifts in customer perceptions

andrequirements

– Ongoing development of a curated, easy-to-access

range of products allowing customers to make

informed decisions over what they purchase (see

pages 16 and 17)

– Renewed focus on service quality; this was particularly

important in the second half of 2022 given the

stresses caused by the very strong order intake

levelsexperienced

– Continued focus on ethical sourcing and product

safety/compliance (see page 24)

– Ongoing development of the Better Choices™

range highlighting promotional products that have

sustainable attributes, giving our customers the

ability to research product features and supplier

standards and certifications related to sustainability,

environmental impact, workplace culture and more

(see page 33)

WHAT’S IMPORTANT

Our suppliers are integral to the ‘drop-ship’ pillar of our

business model, allowing us to provide the remarkable

customer service and efficient, on-time delivery of

great products that meet the functional, safety and

environmental requirements that are essential to the

success of the business. Our supplier relationships are

discussed in more detail on page 24.

ENGAGEMENT

– Regular meetings, information sharing and site visits

with our tier 1 domestic suppliers

– Supplier agreements and expectation setting

– 4imprint Social & Ethical Principles Statement and

Modern Slavery Statement

– 4imprint Supply Chain Code of Conduct

– Cooperation with suppliers in marketing campaigns

DECISIONS, ACTIONS AND OUTCOMES

– Worked closely with our suppliers to maintain the

supply of products to service the extremely strong

demand seen in the second half of 2022

– Focus on product range development in the context

of a rapidly changing product mix, including further

development of exclusive and ‘own-brand’ products

– Retained and delivered on our commitment to paying

all suppliers promptly to terms

– 4imprint’s Social & Ethical Principles Statement was

updated and reissued in 2022

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

STAKEHOLDER ENGAGEMENT CONTINUED

WHAT’S IMPORTANT

Most of our team members live locally to our primary

4imprint facilities, so it is clearly in our interests to have

a positive influence in our local communities. This begins

with stable and competitively remunerated employment,

extending to involvement in many community activities.

Our community involvement initiatives are described

more fully on pages 23 and 24.

ENGAGEMENT

– Paid time off work for our team members to

volunteer for a local charity or non-profit organisation

– Support for and sponsorship of many local

organisations, events and good causes

– Donations of promotional products for events

– one by one

charitable giving programme

DECISIONS, ACTIONS AND OUTCOMES

– Impact of 4imprint volunteers in the community

– Charitable donations – over 2,500 one by one

charitable grants made in 2022

– Using the power of promotional products to spread

the message

– 4imprint’s profile and reputation in the local

community enhanced, improving our ability to attract

and retain high-quality, locally-based team members

in very tight labour markets

WHAT’S IMPORTANT

The Group sponsors a legacy defined benefit pension

plan (the “Plan”). We are fully committed to satisfying our

pension obligations in full, with the aim of full funding

and complete de-risking of the remaining liability (see

page 36).

ENGAGEMENT

– Regular interaction with the Trustee of the Plan

– Regular advice from our own pension consultants

– Periodic evaluation of Plan funding

DECISIONS, ACTIONS AND OUTCOMES

– Board updates on Plan funding level and pension

matters generally

– Contributions paid into the Plan at the level agreed

with the Trustee throughout 2022

– Plan funding level on target to support well-

established and agreed ‘endgame’ for the Plan,

leading to full funding on a buyout basis by mid-2024

Community Pension Plan Trustee

and members

4imprint Group plc Annual Report and Accounts 2022

The Strategic Report was

approved by the Board on

14March 2023.

KEVIN LYONS-TARR DAVID SEEKINGS

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

WHAT’S IMPORTANT

We aim to attract Shareholders whose requirements

are aligned with our strategic objectives, and who are

interested in a long-term holding in our Company.

This involves a good understanding of our strategic

objectives, our business model and our culture.

ENGAGEMENT

Our key Shareholder engagement activities are:

– Annual Report and Accounts

– Investor Relations website

– Annual General Meeting (AGM)

– Results announcements, investor roadshows and

periodic trading/performance updates (CEO and CFO)

– Meetings and calls throughout the year with

existing and potential investors, including ESG/

Compliancedepartments

– Meetings with the Chairman, NEDs and Company

Secretary as required

DECISIONS, ACTIONS AND OUTCOMES

– Frequent communication and active governance at

Board level

– Timely communications to the market of strong

financial performance including two unscheduled

RNS market updates during 2022

– Detailed Board review and re-affirmation of organic

growth strategy and evolution of the marketing

portfolio including expanding investment in

brandadvertising

– Shareholder register and investor relations activity

regularly reviewed by the Board

– Emphasis on culture, ethics and sustainability in

Board discussions

– Interim and final dividend payments increased in line

with trading performance

– Special dividend proposed in line with the Group’s

balance sheet funding and capital allocation policies

Shareholders

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS ADDITIONAL INFORMATION

CORPORATE GOVERNANCE REPORT

Chairman’s introduction

On behalf of the

Board of 4imprint

Group plc, I am

pleased to introduce

the 2022 Corporate

Governance Report.

A sustainable,

growing business

reflecting our

identity and

values

4imprint Group plc Annual Report and Accounts 2022

5454

This Corporate Governance

Reportcontains:

– Details of the Board of Directors

– The Statement on Corporate

Governance

– The Report of the Nomination

Committee

– The Report of the Audit Committee

– The Report of the Remuneration

Committee

– The Directors’ Report

During 2022 the Board has prioritised

supporting the leadership team in

dealing with the challenges posed by

the rapid recovery in demand during

the year, as the adverse impacts of

the pandemic lessened, leading to

the delivery of an exceptionally strong

2022 financial performance. Significant

time has been devoted to discussion

on how best to bolster the resources

and infrastructure required for the

Group’s operations to scale efficiently

to the next level. Concurrently, we

have remained cognisant of our

governanceresponsibilities.

In November 2022 the Board held

its annual strategy review and Board

meeting at the 4imprint facilities in

Oshkosh, Wisconsin. For the newer Board

members this was their first in-person

visit to the US business, and the first visit

for all UK Board members since before

the pandemic.

The Board members were impressed to

see the progress that had been made in

expanding the activities at the Oshkosh

distribution centre and to review the

plans for the newly acquired screen-

printing business.

This visit also presented an opportunity

for the Board to experience and

understand more about the Group’s

ESG initiatives, from the solar array

project at the distribution centre, which

was commissioned during the year,

to smaller scale initiatives within the

facilities. Additionally, the Board has

continued to support management

in prioritising the interests of team

members, a key element of the 4imprint

culture. The Board fully endorsed the

executives’ recommendation to make a

‘special bonus’ payment in September

2022, to recognise and reward team

members for their extraordinary efforts

in helping to achieve the outstanding

performancefor2022.

The Board remains committed to strong and appropriate

corporate governance, supporting the principles and

provisions contained in the UK Corporate Governance

Code 2018 (the “Code”). I am pleased to confirm that in

the 2022 financial year, 4imprint Group plc has complied

with the Code in full.

Further details on ESG can be found in

the Sustainability section on pages 20 to

33 of the Strategic Review.

I am extremely proud of the Board’s work

in 2022 in support of the executive and

leadership teams in transitioning the

business from post-pandemic recovery

to the delivery of unprecedented order,

revenue and profit growth by the

close of the year. My fellow Directors

have maintained diligent corporate

governance standards throughout the

year, and I would like to thank them

for their continued commitment and

contributionto 4imprint.

PAUL MOODY

CHAIRMAN

14 March 2023

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

PAUL MOODY

NON-EXECUTIVE CHAIRMAN

Appointed as a Non-Executive Director in February 2016

andbecame Non-Executive Chairman in December 2016.

Paul currently serves on the Board of Card Factory plc as

Non-Executive Chairman. He was previously Non-Executive

Chairman of Johnson Service Group plc and a Non-Executive

Director of Pets at Home Group plc. Paul has extensive

public company experience spending 17 years at Britvic plc,

including the last eight years as Chief Executive. Prior to that,

he held a number of senior appointments in sales and HR,

with companies including Grand Metropolitan plc and Mars.

KEVIN LYONS-TARR

CHIEF EXECUTIVE OFFICER

Appointed as Executive Director in June 2012

andbecameChief Executive Officer in March 2015.

Based in Oshkosh, Wisconsin, Kevin has been with the

business since 1991, serving in several capacities, including

Chief Information Officer and Chief Operating Officer. He

was appointed President of the Direct Marketing business

in2004 and has led its substantial growth since then.

DAVID SEEKINGS

CHIEF FINANCIAL OFFICER

Appointed as Chief Financial Officer in March 2015.

David is a Chartered Accountant, having trained and

qualified with KPMG. David has been with the 4imprint

Group since 1996, initially as Group Financial Controller,

moving to the USA in 2000 to become Chief Financial Officer

of 4imprint Direct Marketing, based in Oshkosh, Wisconsin.

JOHN GIBNEY n n n

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed as a Non-Executive Director in March 2021.

John currently serves as a Non-Executive Director and

Chair of the Audit Committee at C&C Group plc. John is a

Chartered Accountant who has extensive public company

experience, having served for 17 years as Chief Financial

Officer of Britvic plc, a leading European soft drinks

business, where he was responsible for finance, legal,

estates, risk management, quality, safety and environment

and procurement. Prior to joining Britvic, John was Senior

Corporate Finance & Planning Manager for Bass plc, and

prior to that role, Finance Director and subsequently Deputy

Managing Director of Gala Clubs. John has previously been

aNon-Executive Director and Chair of the Audit Committee

at PureCircle PLC and Dairy Crest PLC.

BOARD OF DIRECTORS

4imprint Group plc Annual Report and Accounts 2022

CHARLES BRADY n n n

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed as a Non-Executive Director in June 2015.

Charles is a solicitor and was the founder and Managing

Director of Central Law Training Limited which, during his

leadership between 1987 and 2002, became the largest

provider of post-qualification legal training in the UK.

Wilmington plc, a company listed on the London Stock

Exchange, acquired Central Law Training in 1999. Charles

remained with the business becoming Chief Executive of

Wilmington plc in 2002, a post which he held until 2014.

Charles has also served as a Non-Executive Director of both

Hatton Blue Limited, a start-up IT company, and the PPA

(Professional Publishers Association).

CHRISTINA (TINA) SOUTHALL n n n

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed as a Non-Executive Director in May2019.

Tina is the Chair of the Bally’s Foundation in the UK and

the former Executive Vice President – People for Bally

Interactive, a NYSE listed company operating some of the

world’s biggest casinos, iGaming and sports media sites.

Prior to this, Tina held executive sales and marketing roles

at Vodafone Group Plc, culminating in her appointment as

Regional Director, Northern Europe for Vodafone Global

Enterprise, and she served as a long-standing Trustee

of The Vodafone Foundation. Prior to joining Vodafone,

Tinaheld senior positions at Avis Europe and at the RAC.

LINDSAY BEARDSELL

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed as a Non-Executive Director in September 2021.

Lindsay is currently Executive Vice President and General

Counsel at Tate & Lyle plc, the global supplier of food and

beverage ingredients, which she joined in 2018. In addition

to her extensive legal and governance background, Lindsay

brings a breadth of commercial experience, both in the UK

and internationally, having previously worked as General

Counsel at Ladbrokes Coral plc, SuperGroup plc and

Gazprom Energy Group. She is a graduate of European

Lawfrom the University of Warwick.

JAZ RABADIA

INDEPENDENT NON-EXECUTIVE DIRECTOR

Appointed as a Non-Executive Director in September 2021.

Jaz is a Chartered Energy Manager with over 15 years

of experience in energy, recycling and sustainability

roles. She is currently Head of Responsible Business and

Sustainability at Just Eat Takeaway.com, an online food

order and delivery service, which she joined in December

2021. Prior to this she was Director of Energy, Sustainability

and Social Impact at WeWork and she has also held senior

positions at Starbucks Coffee Company and Sainsbury’s

Supermarkets Ltd. In 2015 Jaz was awarded an MBE for

services to sustainability in the energy management sector

and promoting diversity amongst young people in the

STEMsectors.

Committees:

Audit Committee

nNomination Committee

nRemuneration Committee

nChair

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

STRATEGIC REPORTOVERVIEW

Statement of compliance with the UK Corporate

Governance Code

The Board supports the principles and provisions of the UK

Corporate Governance Code 2018 (the “Code”). The Code sets out

guidance on how companies should be directed and controlled to

follow good governance practice. Companies listed in the UK are

required to disclose how they have applied the main principles

and whether they have complied with the Code’s provisions

throughout the financial year. Where the provisions have not

been complied with, companies must provide an explanation.

For the year ended 31 December 2022, the Board considers

that the Company has complied with the provisions of the Code.

The 2018 Code is publicly available on the FRC website.

Role of the Board

The primary responsibility of the Board is to promote the long-

term success of the Company and to look after the interests

of all of its stakeholders. The Board has responsibility for

the management, direction and performance of the Group

and is committed to delivering the Group’s strategy through

meaningful engagement with all stakeholder groups.

The Board is also responsible for determining risk appetite,

establishing procedures to manage risk and overseeing the

Group’s internal control framework. This involves undertaking

appropriate assessments of the Group’s emerging and principal

risks, monitoring the Group’s risk management and internal

control systems and reviewing their effectiveness. The Board

is assisted in fulfilling these responsibilities by the Audit

Committeeand the Business Risk Management Committee.

The aim of these procedures is to manage and mitigate the risk

of any failure to meet business targets and can only provide

reasonable and not complete assurance against such failures.

The Board is the decision-making body for all matters material

to the Group’s finances, strategy and reputation. The powers

of the Company’s Directors, as well as the rules relating to

the appointment and removal of Directors, are set out in the

Company’s Articles of Association, which can be found on

the Company’s website at https://investors.4imprint.com/

governance/company-documents/.

The Chairman is responsible for leadership of the Board and

ensuring its effectiveness. The Chairman promotes a culture

of openness and debate, ensuring that each Board member

is given opportunity to contribute their views to each topic

underdiscussion.

Board composition and structure

As at the date of this report, the Board comprised eight

members, namely the Independent Non-Executive Chairman,

five Independent Non-Executive Directors and two Executive

Directors, being the Group Chief Executive Officer and the

Group Chief Financial Officer. The biographies of the Directors

can be found on pages 56 and 57.

The Board is satisfied that there is sufficient balance between

Executive and Non-Executive Directors on the Board to ensure

that no one individual has unfettered decision-making powers

and that the Board has the appropriate balance of skills,

experience, independence and knowledge of the Group to

enable it to discharge its duties and responsibilities effectively.

Having undertaken a review of the Non-Executive Directors’

outside commitments, the Board is satisfied that all Non-

Executive Directors have sufficient time available to allocate to

the Company in order to discharge their duties effectively.

STATEMENT ON CORPORATE GOVERNANCE

The role of the Non-Executive Directors includes: assisting

in the development of strategy; monitoring the integrity of

financial information and systems of risk management; reviewing

the performance of management including the alignment of

performance with Company culture and values; assisting the

Company in engaging effectively with all its stakeholders; and

determining the appointment, removal and remuneration of

Executive Directors.

The current Non-Executive Directors have letters of appointment

for three years from 1 February 2022 for Paul Moody, 8 May

2022 for Tina Southall, 8 March 2021 for John Gibney, 11 June

2021 for Charles Brady, and 1 September 2021 for Lindsay

Beardsell and Jaz Rabadia. These letters are available for

inspection by any person at the Company’s registered office

during normal business hours and also at the Annual General

Meeting (AGM).

Operation of the Board

The Board has a formal schedule of matters reserved for its

decision. This schedule was updated during 2020 to reflect

therecommendations of the FRC’s Guidance on Board

Effectiveness and the requirements of the Code. The schedule

was re-considered and approved by the Board at its meeting

on13December 2022.

The schedule of matters reserved for the Board includes, but

isnot limited to:

– Considering and approving the Group’s purpose, values

andstrategic aims and objectives.

– Overseeing the Group’s operations, management

andperformance.

– Approving any changes to the Group’s capital, corporate

ormanagement structures.

– Approving Interim and Final results announcements and

theAnnual Report and Accounts.

– Approval of dividend policy, declaration of interim dividend

and recommendation of final dividend.

– Maintaining a sound system of internal control and

riskmanagement.

– Approval of major capital expenditure and

commercialagreements.

– Ensuring effective communications with Shareholders and

the market.

– Overseeing Board structure, membership and continuity.

– Determining the Remuneration Policy for Directors,

Company Secretary and senior executives.

– Approving delegation of authority to Board Committees and

executive management.

– Ensuring that appropriate corporate governance procedures

are in place.

– Approval of Group policies and statements.

– Review and approval of any other matter likely to have a

material impact on the Group.

The Board delegates other specific responsibilities to its

principal Committees the Audit Committee, the Nomination

Committee and the Remuneration Committee. The details of the

Board Committees and their activities are set out on pages 63

to 86.

The Board is ultimately responsible for oversight of the

Group’s environmental initiatives and climate-related risks and

opportunities, including oversight of the Group Environmental

Committee. Further details regarding governance in this area are

given in the Sustainability section on page 25.

4imprint Group plc Annual Report and Accounts 2022

The Board delegates day-to-day management of the Group to

the Executive Directors. Detailed management accounts and

operational reports are distributed to the Board on a monthly

basis, in addition to information prepared for presentation at

regular Board meetings.

The Board has at least six scheduled meetings per year

and additional Board meetings are convened as and when

required. In 2022 the Board had eight regular meetings and

two supplementary meetings. The supplementary meetings

were convened at short notice to address the need to make two

unscheduled Trading Updates (in May and July 2022) as a result

of strong trading performance meaning that financial forecasts

for the full year were above analysts’ consensus.

Board and Committee meetings have predominantly been

held in person at the 4imprint London office during 2022 with

the UK-based Directors physically present. The November

2022 Strategy Day and Board meeting was held at the offices

of 4imprint Inc, Oshkosh, Wisconsin, with all Board members

physically present.

A table detailing the number of Board and Committee meetings

held during the period and attendance by Directors at those

meetings is set out below:

Scheduled

Board

meetings

Supplementary

Board

meetings

Audit

Committee

meetings

Nomination

Committee

meetings

Remuneration

Committee

meetings

(i)

Number of meetings in 2022 8 2 2 2 2

P. Moody 8 2 2

K. Lyons-Tarr 8 2 2

D. Seekings 8 2 2

L. Beardsell 8 1 2

C. Brady 8 1 2 2 2

J. Gibney 8 2 2 2 2

J. Rabadia 8 1 2

C. Southall 8 1 2 2 2

* By invitation.

(i) None of the Executive Directors were present at the time at which the Remuneration Committee considered and made decisions regarding the remuneration of the

ExecutiveDirectors.

All Board and Committee meetings are minuted by the Company

Secretary and these minutes are formally approved at the

following Board meeting. Board minutes contain details of the

Directors’ decision-making processes and any concerns raised

by Directors.

Board Committees

The Board has three permanent Committees being the Audit

Committee, the Nomination Committee and the Remuneration

Committee. Other than the Committee members, further

participants may attend by invitation of the Committee. Each

Committee’s roles and responsibilities are set out in formal

terms of reference which were re-considered and approved by

the Board at its meeting on 13 December 2022. Reports from

each of these Committees are provided on pages 63 to 86.

Board information and support

The Chairman, in conjunction with the Company Secretary,

ensures that the Board receives accurate, timely and clear

information. In advance of each meeting, the Board receives

an agenda for the meeting, minutes of the previous meeting,

detailed financial information on the performance of the

business and items for discussion. This enables the Directors to

make informed decisions on the corporate and business issues

under consideration. Additionally, all Directors have access to

senior management should they require additional information

on the items to be discussed.

The Company provides resources, as appropriate, to enable

Directors to update their skills and knowledge, including an

induction programme for new Directors joining the Board.

Independent professional advice is available to all Directors as

required, at the Company’s expense. All Directors have access

to the advice and services of the Company Secretary and may

address issues to the Senior Independent Non-Executive

Director, if required. The Non-Executive Directors meet from

time to time without the Executive Directors being present.

Directors’ conflicts of interest

The Companies Act 2006 codifies the duty of the Directors to

avoid a situation in which they have, or could have, an interest

that conflicts, or may possibly conflict, with the interests of the

Company. A Director will not be in breach of that duty if the

relevant matter has been authorised in accordance with the

Articles of Association by the other Directors. Each Director

has confirmed that they are aware of the need to notify the

Company of any potential conflict of interest.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Board activities in 2022

Strategy

– Consideration, challenge and approval of the Group’s

continuing organic growth strategy.

– Discussion of potential future strategic targets now

that the long-standing target of $1bn in Group revenue

has been achieved.

– Consideration of the infrastructure and people

investment requirements of a large and rapidly

growing business.

– Consideration and approval of the continued re-

shaping of the marketing portfolio and expanding

investment in brand advertising.

– Consideration of the interest of all team members,

including support of work from home and hybrid

working arrangements.

– Consideration of environmental initiatives to support

the Group’s CarbonNeutral

status and reduce reliance

on carbon offset products.

Governance

– Review and discussion of Company culture as working

from home and hybrid working arrangements evolve,

including reports from the Employee-Voice NED.

– Oversight of Group environmental initiatives.

– External Board Effectiveness Review.

– Review of Group’s key corporate policies and

procedures, matters reserved for the Board and

Termsof Reference of Committees.

– Annual Board visit to principal business in Oshkosh.

Finance

– Review and approval of full year and half year results.

– Review and approval of 2023 budget and three-year

plan including scenario planning.

– Consideration and approval of unscheduled RNS

market updates to ensure strong in-year financial

performance communicated to the market as timely

and appropriate.

– Approval of dividends paid in 2022.

Risk management

– Review of principal risks and uncertainties.

– Regular review of Group risk matrix and internal

control procedures, including reports from the Group

Business Risk Management Committee.

– Regular review of longer-term emerging risks.

– Development of ‘SOX-equivalent’ process and control

documentation to address the potential requirements

of BEIS proposals.

– Oversight and review of initiatives to deal with

increasing cyber security risks.

Throughout the period ending 31 December 2022 and in

accordance with provision 28 of the Code, the Board has carried

out a robust assessment of the principal risks and uncertainties

and the possible longer-term emerging risks facing the Group,

including those that would threaten its business model, future

performance, solvency or liquidity. This is described in the

Principal Risks & Uncertainties section on pages 41 to 49.

The Board has assessed the future prospects of the Group in

accordance with provision 31 of the Code. Based on the results

of this analysis, the Board has a reasonable expectation that

the Group will be able to continue in operation and meet its

liabilities as they fall due over the three-year period of their

assessment. Details of the assessment performed by the Board,

including an assessment of those risks most likely to impact the

Group’s future prospects and viability, have been set out on

pages 38 to 40.

Board Effectiveness Review

The Code requires the Board to conduct an external evaluation

of the performance and effectiveness of the Board and its

Committees every three years. During 2022 an external

independent Board Effectiveness Review (the “Review”) was

undertaken, led by Trusted Advisors Partnership Ltd (TAP). The

Review included a bespoke detailed questionnaire, completed by

each Board member and the Company Secretary, with the aim

of identifying and weighting the themes, activities and priorities

that merited further discussion. This was followed up with

qualitative one-to-one interviews with each Director.

TAP presented their conclusions and recommendations to the

Board for discussion at the September 2022 Board meeting,

which were then considered as part of the setting of new Board

objectives for 2023.

The Review identified the following areas of strength:

– The Board operates to a highly effective standard in all areas

that were under review. There is a healthy balance between

a harmonious, collegial and supportive Board, and one that

is prepared and confident to provide challenge and scrutiny

to executive management.

– The Board remains confident that it is working to a

commonly understood purpose, vision and strategy that has

delivered success in accelerating the return of the business

to pre-pandemic levels of growth.

– The Board composition is well balanced with a cohort of

experienced, capable and engaged Non-Executive Directors

who are able and willing to fulfil their responsibilities. The

more recent Non-Executive Director appointments have

brought in subject matter experts in governance, regulation

and ESG, in addition to satisfying an ambition for the Board

to become increasingly diverse.

– The Board is constructive, respectful, and allows for open

and honest discussion and debate. There is strong evidence

of healthy knowledge sharing.

– The Board Committees are well chaired, experienced and

operate effectively.

STATEMENT ON CORPORATE GOVERNANCE CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Taking into account the feedback from the Review, the Board set the following collective objectives in January 2023 for the year

ahead. These objectives are subject to regular review:

2023 Objectives Commentary

Strategic priorities

Provide leadership and mentoring to support the Executive Directors and management to realise

the key strategic priorities for 2023 including:

• Oversight of the continuing organic growth of the business through increasing market share.

• Further evolving the marketing mix and continuing the investment in brand advertising.

• Continued development of the business infrastructure and talent required to support significant

further growth, whilst maintaining or enhancing the 4imprint culture.

• Regularly reviewing the Group’s longer-term strategic options in anticipation of changes

to investor composition, the Group’s ambition for growth, evolving regulation and further

unanticipated changes to market fundamentals.

Succession planning

• Support the further development of plans for internal successor candidates for Executive

Director roles.

• Support the Executive Directors as they seek to expand the depth and breadth of experience of

the management team to address gaps identified and meet the evolving needs and priorities of

the growing business.

• Support senior management as they expand and develop their teams to deal with the growth of

the business and anticipated additional regulatory requirements.

Internal controls

and corporate

governance reform

readiness

• Continue to support management in the development of systems and reporting mechanisms

that will be necessary to address the governance responsibilities likely to be required under the

evolving BEIS proposals.

• Regular review of the requirement for Internal Audit and what form this might take (see page 70).

ESG

Provide support and challenge to management in the following key areas:

• The continuation of ESG initiatives, including the development of a range of products with

verified sustainability characteristics.

• Evolution of the very strong culture and values of our Group.

• The development of a net zero emissions target and further ESG-related KPI measurements.

In addition to the external evaluation, the Board reflected on the achievement of the objectives adopted for 2022 as a result of the

previous year’s internal evaluation.

2022 Objectives Commentary

Succession

planning and senior

management team

engagement

• Development plans have been discussed for potential internal successor candidates for the

Executive Directors. Additional resource has been added to release time for potential internal

candidates to build their broader Company knowledge and address knowledge/skill gaps.

• The Board visit to Oshkosh in November 2022 allowed the NED group to engage face-to-face with

senior management, enhancing their perception of the talent strength and depth in the Group.

ESG focus and

initiatives

• The Board has overseen continued progress in relation to developing and executing its

sustainability strategy.

• The solar array at the Oshkosh distribution centre is now fully operational and is likely to

generate over 40% of the site’s electricity requirements.

• The Board endorsed senior management’s plans to consider further decarbonisation initiatives

resulting in reduced reliance on carbon offset products to maintain CarbonNeutral

status.

• The range of products offered through the Better Choices™ programme has been expanded

throughout 2022 and will continue as demand for products with verified sustainability

credentials gains momentum.

BEIS (UK Government

corporate reform

proposals) planning

• The Board has supported management in preparing for the increased governance

responsibilities likely to be required under the BEIS proposals.

• Detailed documentation of processes and controls is under way in both the UK and US.

• Regular discussion and updates on developing aspects of likely corporate governance reform.

Post-pandemic

recovery

• Throughout 2022, Board members were closely and regularly engaged in supporting the

Executive Team as they sought to manage the challenges arising from the post-pandemic surge

in demand. This resulted in additional Board meetings to discuss the rapid improvement in the

financial results, resulting in two unscheduled RNS trading updates in the year.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

In December 2022 the Senior Independent Director undertook

an assessment of the performance of the Chairman throughout

2022. This assessment took the form of individual interviews

between the Senior Independent Director and each Board

member, excluding the Chairman, and the feedback from

the assessment was presented in a report to the Board and

discussed at its December 2022 meeting. The feedback on the

Chairman was positive and complimentary with Board members

being fully satisfied with his performance during 2022.

Corporate Governance Policies

The following Corporate Governance Policies were reconsidered

and approved by the Board at a meeting on 13 December 2022.

– Anti-bribery, Financial Crime and Sanctions Policy.

– Disclosure Policy.

– Dealing Policy and Code.

– Whistleblowing Policy.

– Competition Compliance Policy.

In addition, the following Company Statements were

reconsidered and approved by the Board at a meeting on

18January 2023. Copies of these statements can be found on

our IR website at http://investors.4imprint.com.

– Environmental Principles Statement.

– Social & Ethical Principles Statement.

– Diversity, Equity and Inclusion Principles Statement.

– Modern Slavery Statement in respect of the financial year

ended 31 December 2022.

The Board is committed to guarding against any form of

modern slavery or human trafficking taking place in any part

of its business operations or in the Group’s supply chains. In

accordance with section 54(1) of the Modern Slavery Act 2015,

our slavery and human trafficking statement is published

annually on the Company’s website and can be found at

https://investors.4imprint.com/modern-slavery-statement/.

Engagement with stakeholders

The Board is committed to its responsibilities to all of its

stakeholders, including Shareholders, team members,

customers, suppliers, the communities in which it operates

and the Pension Plan Trustee and members, and strives to

ensure effective engagement with, and encourage participation

from, each of these groups. The Directors are mindful of these

responsibilities and consider them as part of their decision-

making process. The Companies Act 2006 s172 statement on

pages 50 to 53 sets out how the Board has engaged with these

different stakeholder groups.

STATEMENT ON CORPORATE GOVERNANCE CONTINUED

4imprint Group plc Annual Report and Accounts 2022

2022 HIGHLIGHTS

Continued the induction process for the newer

Non-Executive Directors including a visit to the Oshkosh

siteand engagement with members of the senior

management team.

Reviewed and discussed plans to strengthen senior

management resource in the context of rapid growth of

thebusiness in 2022, including the recruitment of a US

General Counsel.

Developed plans and actions for succession planning for the

Executive Directors and senior management team.

Reviewed diversity, equity and inclusion (DEI) initiatives in

the year.

2023 PRIORITIES

Continue to support the Executive Directors as they seek to

strengthen further the skills, experience and balance of the

senior management team.

Develop further opportunities for Board engagement with

members of the senior management team to allow for more

informed talent planning.

Implement actions for succession planning for the Executive

Directors and senior management team.

Support the further development of specific DEI initiatives.

Members and attendance

Tina Southall (Chair) 2/2

Charles Brady 2/2

John Gibney 2/2

Chair’s overview

As Chair of the Nomination Committee (the “Committee”),

Iam pleased to present my report for 2022. The focus of the

Committee in 2022 has been the continuing induction process

for the newer Non-Executive Directors who were recruited in

2021 and on the further development of succession planning

forthe Executive Directors.

NOMINATION COMMITTEE REPORT

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Responsibilities of the Nomination Committee

The responsibilities of the Nomination Committee include:

– Reviewing the structure, size and composition (including

the skills, knowledge, experience and diversity) of the Board

and making recommendations to the Board with regard to

anychanges.

– Ensuring plans are in place for orderly succession to Board

and senior management positions and overseeing the

development of a diverse pipeline for succession.

– Identifying and nominating candidates for the approval of

the Board to fill Board vacancies as and when they arise.

– Making recommendations to the Board concerning

membership of the Audit and Remuneration Committees,

and any other Board Committees as appropriate, in

consultation with the Chair of those Committees.

The Nomination Committee ensures that Directors are

appointed to the Board on merit, against objective criteria and

with due regard to ensuring that the Board shows a balance of

skills, knowledge and experience. The Nomination Committee

has terms of reference which were considered and approved by

the Board at its meeting on 13 December 2022. These terms of

reference are available for inspection on the Company’s website.

Composition of the Nomination Committee

I have chaired the Nomination Committee since 18 May 2021,

and I am an Independent Non-Executive Director. The other

members of the Committee during the period were Charles

Brady, the Senior Independent Non-Executive Director;

and JohnGibney, an Independent Non-Executive Director.

PaulMoody, the Non-Executive Chairman of the Company, is

usually invited to attend formal meetings of the Committee, as

are the other Non-Executive Directors, Lindsay Beardsell and

Jaz Rabadia. Executive Directors may also be invited to attend

meetings of the Nomination Committee. The Company Secretary

also attends the meetings.

Meetings of the Nomination Committee

The Nomination Committee meets as frequently as is required

to fulfil its duties. During the period ended 31 December 2022

there were two meetings of the Nomination Committee. Details

on attendance of meetings of the Nomination Committee are

set out in the Statement on Corporate Governance, found on

page59.

Main activities of the Nomination Committee during

the period ended 31 December 2022

The Nomination Committee’s principal activities during the

yearincluded:

– Continuing the induction process for the Non-Executive

Directors who were appointed in 2021, including a visit to

the Oshkosh site and face-to-face meetings with the senior

management team.

– Reviewing the membership of the Board’s Committees,

including the approach of inviting all Non-Executive Directors

to all Committee meetings.

– Reviewing with the Executive Directors a specific plan for

succession planning, including initiatives to enable the

development of potential internal candidates for future

appointments to the Board.

– Reviewing and discussing with the Executive Directors a

specific plan to strengthen the senior management team

in the context of the rapid growth of the business in 2022.

This included recruitment to fill skills gaps, for example the

recruitment of a US General Counsel in June 2022, and to

allow other senior employees to diversify their roles and

experience. The Committee is dedicated to ensuring that

an effective succession plan is maintained in respect of the

Company’s Directors and for the senior management team.

– Review and discussion of the Company’s Diversity, Equity and

Inclusion initiatives in the year to support the DEI strategy

(see page 22 for details).

– Participation in the external Board Effectiveness Review

undertaken in 2022 (see pages 60 and 61 for details).

Induction process for Non-Executive Directors

During the year the Committee has overseen the continuing

induction process for the three newer Non-Executive Directors

who were appointed in 2021. This included a visit to the

Oshkosh site featuring a tour of the distribution centre and

presentations from and face-to-face meetings with members

ofthe senior management team.

In addition, throughout the year the majority of Board and

Committee meetings have been held in the 4imprint Head Office

in London, with the UK-based Directors attending in person.

This has facilitated discussions between Board members and

the Company Secretary; meetings with the external auditor

and other professional advisers; and ongoing mentorship from

theChairman.

Diversity Policy

The Committee supports the Code provision that boards should

consider the benefits of diversity, including gender and ethnicity,

when making appointments and is committed to ensuring

diversity, not just at Board level, but also across the Group’s

senior management.

The Committee understands the importance and beneficial

effect of diversity within the workforce and aims to foster a

culture that recruits, develops and promotes team members at

all levels regardless of background. The Group is committed to

promoting the principle of equal opportunity and to combatting

discrimination throughout its workforce as well as in senior

management, and no applicant or employee receives less

favourable treatment on the grounds of nationality, age, gender,

gender identity, sexual orientation, religion, race, ethnicity or

disability. The Group recognises its responsibility to disabled

persons and endeavours to assist them to make their full

contribution at work.

In relation to gender diversity, at the date of this report, the

Board is 37.5% female (three women out of eight Board

members). In November 2022 the Company took part in the

FTSE Women Leaders Review (formerly the Hampton-Alexander

Review) which monitors gender balance in FTSE 100 and FTSE

250 companies. In addition to reviewing gender diversity at

Board level, the FTSE Women Leaders Review reports on the

gender diversity of the senior management team and their direct

reports. Based on data as at 31 October 2022, 50.7% of the

senior management team including direct reports were female

(52.2% based on data at 31 October 2021).

NOMINATION COMMITTEE REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

In November 2022, the Company also took part in the Parker

Review which monitors ethnic diversity at Board level in FTSE

100 and FTSE 250 companies. The Committee is pleased to

report that the Company has met the recommendation of the

Parker Review that by 2024, FTSE 250 companies should have

atleast one director from a minority ethnic group.

The Committee’s aim as regards the composition of the Board is

that it should have a balance of experience, skills and knowledge

to enable each Director and the Board to discharge their duties

effectively. The Committee agrees that it is appropriate that it

should seek to have diversity on its Board; however, it does not

consider that this can be best achieved by establishing specific

quotas and appointments will continue to be made based on

merit, with diversity in mind.

More information about the Company’s people and culture can

be found in the Sustainability section on pages 21 to 23.

Appointment and replacement of Directors

Directors may be appointed by the Company by ordinary

resolution or by the Board. A Director appointed by the Board

holds office only until the next AGM and is then eligible for

election by the Shareholders.

At every AGM of the Company, all Directors put themselves

forward for re-election. The office of Director shall be vacated if

he or she: (a) resigns or offers to resign and the Board resolves

to accept such offer; (b) is, or has been, suffering from mental

ill health; (c) becomes bankrupt or compounds with creditors

generally; (d) is prohibited by law from being a Director; (e)

ceases to be a Director by virtue of the provisions of the

Companies Act; or (f) is removed from office pursuant to the

Articles of Association.

All Non-Executive Directors have written letters of appointment.

The terms and conditions for the appointment of Non-Executive

Directors are available for inspection at the Company’s

registered address (during normal working hours) on request.

Full biographies of each Director can be found on pages 56 and

57. Each Director named therein will be seeking re-election at

the 2023 AGM. The Board is satisfied that, having been subject

to a recent performance evaluation in relation to the fulfilment

of their s172 duty, each Director seeking re-election continues

tobe an effective member of the Board.

Independence of Directors

The Code states that at least half the members of the boards

of public companies in the FTSE 350, excluding the chairman,

should be independent non-executive directors, meaning

that those directors should be independent in character and

judgment, and free from relationships or circumstances which

are likely to affect, or could appear to affect, their judgment.

The Independent Non-Executive Directors play a key role in

ensuring the maintenance of high business standards, assist

in the formation of strategy and provide a constructive and

experienced perspective. The Board considers that Paul Moody,

Lindsay Beardsell, Charles Brady, John Gibney, Jaz Rabadia

and Tina Southall are independent for the purposes of the

Code. The Board reviews the independence of Non-Executive

Directors on an ongoing basis and manages a succession plan

which considers the balance of skills of the Board, the tenure

of existing Non-Executive Directors and the Company’s strategy

and Diversity, Equity and Inclusion Principles.

TINA SOUTHALL

CHAIR OF THE NOMINATION COMMITTEE

14 March 2023

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

2022 HIGHLIGHTS

Considered the impact of macroeconomic and

environmental risks and related disclosures across the

Annual Report and Accounts, including the potential impact

on viability, going concern, and the financial statements.

Monitored the Group’s approach to, and management of,

risks related to any potential cyber security threats.

Monitored the impact from the unprecedented growth

experienced during the year on the Group’s risk and

controlenvironment.

Monitored proposals being recommended by the

Department of Business, Energy & Industrial Strategy (BEIS)

on corporate reform.

Monitored progress on the Group’s review of its internal

controls over financial reporting (ICFR) and IT general

controls (ITGCs).

Reviewed the requirement for an internal audit function for

the Group with the Board. This review concluded that it is

now the right time to establish an internal audit function,

recognising both the continued growth and evolution of

the Group, and the additional governance requirements

resulting from the proposed BEIS corporate reforms.

2023 PRIORITIES

Review senior management’s assessment of the impact

of the regulations arising from the proposed BEIS

corporatereforms.

Consider the approach to achieving compliance

with the proposed BEIS corporate reforms by the

requireddeadlines.

Continue to monitor progress on the review of ICFR

andITGCs.

Oversee the development of a Group audit and assurance

policy in accordance with the BEIS reforms, including

the assessment of the Group’s assurance needs and the

establishment of a Group internal audit function.

Members and attendance

John Gibney (Chair) 2/2

Charles Brady 2/2

Tina Southall 2/2

Chair’s overview

As Chair of the Audit Committee (the “Committee”), I am

pleased to present the Committee’s report for the year ended

31 December 2022. The purpose of this report is to describe

the work undertaken by the Committee and explain how it has

discharged its responsibilities throughout the year.

Whilst the 2022 reporting landscape continues to be

characterised by challenging macroeconomic conditions

(geopolitical uncertainty has exacerbated the economic

uncertainty created by the pandemic), it has also been a year of

unprecedented growth for the Group. Accordingly, the focus of

the Committee has been on monitoring the impact from these

factors on the Group’s processes, operations, risk and controls,

the audit process and ensuring that our external reporting

remains fair, balanced and understandable.

The Committee has also continued its oversight of the Group’s

risk management systems and effectiveness of internal controls

and is pleased that the Group has commenced a review of

its ICFR and ITGCs ahead of the implementation of the BEIS

corporate reforms.

AUDIT COMMITTEE REPORT

4imprint Group plc Annual Report and Accounts 2022

Responsibilities of the Audit Committee

The Audit Committee is responsible for monitoring the

integrityof the financial statements, maintaining an appropriate

relationship with the Group’s external auditor, overseeing

and assessing the effectiveness of the audit process and

reviewing the Group’s internal controls and risk management

systems. It assists the Board in seeking to ensure the integrity

of the financial and non-financial information supplied to

Shareholdersand that such information presents a fair,

balanced and understandable assessment of the Group’s

performance and position.

The Audit Committee has terms of reference which were

considered and approved by the Board of the Company at its

meeting on 13 December 2022. These terms of reference are

available for inspection on the Company’s website.

The Board considers that the Audit Committee members have

an understanding of the following areas:

– The principles of, and developments in, financial reporting,

including the applicable accounting standards and

statements of recommended practice.

– Key aspects of the Group’s operations including corporate

policies and the Group’s internal control environment.

– Matters which may influence the presentation of the

financialstatements.

– The principles of, and developments in, company law, sector-

specific laws and other relevant corporate legislation.

– The role of internal and external auditing and risk

management.

– The regulatory framework for the Group’s businesses.

The Committee reviews the effectiveness, objectivity and

independence of the external auditor and also considers

the scope of their work and fees paid for audit and non-

auditservices.

Composition of the Audit Committee

I am an Independent Non-Executive Director and I have

chaired the Audit Committee since May 2021. I am a Chartered

Accountant and was Chief Financial Officer of Britvic plc for 17

years. The Board is of the view that I have recent and relevant

financial knowledge and experience derived in particular

from recent roles as Non-Executive Director and Chair of the

Audit Committee at PureCircle PLC and Dairy Crest PLC. I also

currently serve as a Non-Executive Director and Chair of the

Audit Committee at C&C Group plc.

The other members of the Committee during the period were

Charles Brady and Tina Southall, both Independent Non-

Executive Directors. The Company Secretary attends meetings

of the Audit Committee and the Chairman, other Non-Executive

Directors and the Chief Financial Officer are normally invited

to attend meetings of the Audit Committee as are, from time

to time, the Chief Executive Officer and the Group Financial

Controller. The external audit partner also attends meetings

that consider the auditor’s planning report, the half year results

announcement, full year results announcement and the Annual

Report and Accounts.

How the Audit Committee discharges its

responsibilities

The Committee has unrestricted access to Company documents

and information, as well as to employees of the Company and

the external auditor. Members of the Committee may, in pursuit

of their duties, take independent professional advice on any

matter, at the Company’s expense. The Audit Committee Chair

reports the outcome of Audit Committee meetings to the Board.

The Audit Committee meets at least twice each year and has

an agenda linked to events in the Group’s financial calendar,

the Audit Committee’s priority focus areas, and any emerging

regulatory or business issues. The Audit Committee met twice

during 2022.

In order to fulfil its terms of reference, the Audit Committee

receives and reviews presentations and reports from the

Group’s senior management and the external auditor.

Main activities of the Committee in regard to the

period ended 31 December 2022

In regard to the period ended 31 December 2022, the Audit

Committee’s business has included the following items:

– Ensuring the integrity of the half year and full year results

announcements and the Annual Report and Accounts.

– Assessing the principal judgmental accounting matters

affecting the Group based on reports from both the Group’s

management and the external auditor, in particular the

key judgments and estimation uncertainties relating to

the current geopolitical and economic environment (and

associated supply chain stresses, inflationary pressures,

slowing growth, rising interest rates, and constraints in

the labour market), and impact of environmental risks on

viability, going concern and the financial statements.

– Reviewing the Annual Report and Accounts to ensure

that, taken as a whole, the document is fair, balanced

andunderstandable.

– Maintaining an appropriate relationship between the Group

and its external auditors and ensuring effectiveness of the

external audit.

– Challenging the scenarios considered and severe but

plausible stress testing performed in assessing the viability of

the Group.

– Ensuring appropriate risk management and internal control

systems are in place, including the consideration of current

and emerging risks in relation to the prevailing environment.

– Considering the requirement for an internal audit function.

– Monitoring announcements on the BEIS audit and corporate

reform proposals and progress on the review of ICFR

andITGCs.

– Monitoring the continued development of the Group’s

approach to managing cyber security threats.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Annual Report and Accounts and results

announcements

During the period, the Audit Committee formally reviewed draft

half and full year results announcements and the Annual Report

and Accounts. These reviews considered:

– The accounting principles, policies and practices adopted

in the Group’s financial statements and proposed changes

to them.

– Significant accounting issues and areas of judgment

and complexity.

– The integrity of the financial and non-financial information.

The Committee was satisfied with management’s presentation

of the 2022 half and full year results announcements and

the Annual Report and Accounts for the period ended

31December2022.

The external auditor confirmed to the Committee that they

were not aware of any material misstatements identified during

theiraudit.

After reviewing the presentation from management and

following discussions with the external auditor, the Committee

issatisfied that:

– The financial statements appropriately address the

critical judgments and key estimates both in respect of

the amountsreported and the related disclosures in the

financial statements.

– The processes used for determining the value of the assets

and liabilities have been appropriately reviewed, challenged

and are sufficiently robust.

– The Annual Report and Accounts taken as a whole are fair,

balanced and understandable and provide the information

necessary for Shareholders to assess the Group’s position

and performance, business model and strategy and should

be recommended to the Board.

In arriving at the conclusion that the Annual Report and

Accounts were fair, balanced and understandable the

Committee considered:

– Feedback provided by Shareholders on the Group’s 2021

Annual Report and Accounts and trading updates, and

information received by the Board throughout the period.

– Climate-related disclosures, including those in relation to the

TCFD reporting requirements.

– The processes underpinning the compilation of the

Annual Report and Accounts and the Group’s reporting

governance framework.

– The use and disclosure of alternative performance measures

and its belief that these measures are necessary to aid users’

understanding of the business.

– The reviews and findings of the Group’s external auditor.

As necessary, the Audit Committee holds private meetings with

the external auditor to review key issues within their spheres of

interest and responsibility.

Financial reporting and significant financial judgments

The Committee assesses whether suitable accounting policies

have been adopted and whether management has made

appropriate estimates and judgments. Where necessary the

Committee discusses accounting policies, judgments and

estimates with management.

The Committee also reviews reports by the external auditor on

the full year results which highlight any issues arising from the

work undertaken in respect of the year-end audit.

Specific areas of audit and accounting estimates reviewed by

theCommittee were:

Impact of uncertain macroeconomic conditions

The impact of the uncertain macroeconomic conditions has

required careful consideration in the preparation of the

financialstatements.

The Committee has reviewed the material assumptions in

the forecast financial performance and cash flows of the

Group that underpin management estimates, as well as the

critical accounting judgments and disclosures in relation to

going concern, viability, adequacy of provisions and potential

impairments, and is satisfied that they are appropriate.

Supplier rebates

As in previous years, the businesses accrued rebates due

from key suppliers based on agreed fixed rates relating to the

volumes of goods purchased in a calendar year. The Committee

does not consider the Group’s rebates to be highly complex as:

they are volume-related; agreement periods are coterminous

with the Group’s accounting period; there are written

agreements in place with suppliers; and historically rebates

have been collected. However, as the rebates are material

to the results for the period, they require continued focus

andconsideration.

The Committee has discussed, with management and the

external auditor, any estimates made in accruing supplier

rebates and the collectability of these amounts. The Committee

is satisfied that the amounts accrued are appropriate and

arerecoverable.

Expected credit loss provision on unbilled

accruedrevenue

Stress in the supply chain and the strong recovery of the

business in the prior year led to an elevated level of open orders

and unbilled revenue accrual at the year-end. It is common for

a customer order to include several different product lines.

Individual order lines are separately priced, have separately

agreed delivery dates, and are capable of being used or enjoyed

by the customer on their own, separately from any other

order lines included in the overall customer order. The Group,

therefore, considers each order line to constitute a separate

performance obligation. However, it is the policy not to invoice

acustomer until all items on the order have been delivered.

Whilst disruption to the supply chain has lessened in the current

year, the exceptional growth in orders and ongoing challenges

in the recruitment of staff by both the Group and our supplier

partners has meant that the unbilled revenue accrual at the

year-end of $18m remains material (2021: $28m).

AUDIT COMMITTEE REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Management have made assumptions as to the level of

expected credit loss provision required, based upon actual

experience from the prior and current years, and knowledge

of the customer, terms of payment and ageing of the

accrual. The Committee has discussed, with management

and the external auditor, any estimates made in calculating

the provision. The Committee is satisfied that the amounts

providedareappropriate.

External audit

The Audit Committee is responsible for the development,

implementation and monitoring of the Group’s policy on

external audit, overseeing relations with the external auditor

and making recommendations to the Board on appointment

orreappointment of the external auditor.

The Company complies with the Statutory Audit Services

for Large Companies Market Investigation (Mandatory

Uses of Competitive Tender Process and Audit Committee

Responsibilities) Order 2014 and undertook a competitive

tender process in 2018, described in the 2018 Annual Report

and Accounts. Following this process Ernst & Young LLP was

appointed as the Group’s external auditor at the 2019 AGM for

the financial year commencing 30 December 2018. Chris Voogd

has been the partner in charge of the audit since that date. It

is the intention of the Committee that the Company tender the

external audit at least every ten years.

The Group’s policy on external audit prohibits certain types of

non-audit work from being performed by the external auditor,

particularly in cases where the external auditor’s objectivity

and independence would be put at risk. Before any significant

non-audit work is commissioned, the nature and extent of such

work is considered, initially by the Chief Financial Officer and the

Company Secretary, to determine if such work would put at risk

the external auditor’s objectivity and independence. This process

includes discussion with the audit partner at Ernst & Young LLP.

The matter is then referred to the Audit Committee for approval,

prior to commissioning.

Details of fees paid to the auditor in respect of audit services are

shown in note 2 to the consolidated financial statements.

To fulfil its responsibility regarding the independence of the

existing external auditor, the Audit Committee reviewed:

– Changes and rotation of external audit team members in

theaudit plan for the current year.

– A report from the external auditor describing their

arrangements to identify, report and manage any conflicts

ofinterest.

– Whether or not the level of challenge to matters of significant

audit risk and the degree of professional scepticism applied

by the auditor were appropriate.

– The nature and extent of non-audit services, if any, provided

by the external auditor.

To assess the effectiveness of the external auditor, the Audit

Committee considered:

– The relevant skills and experience of the audit partner and

team and their knowledge of the business.

– The auditor’s planning report detailing scope of the audit,

materiality, identification of areas of audit risk, audit team

members and audit timelines.

– The engagement with senior management in planning

theaudit.

– Execution of the audit plan.

– Feedback from senior management and the auditors

aboutthe audit process.

To fulfil its responsibility for oversight of the external audit

process, the Audit Committee reviewed:

– The terms, areas of responsibility, associated duties and

scope of the audit as set out in the external auditor’s

engagement letter for the forthcoming year.

– The external auditor’s overall work plan for the

forthcomingyear.

– The external auditor’s fee proposal.

– The major issues that arose during the course of the audit

and their resolution.

– Key accounting and audit judgments.

– The nature and level of any errors identified during the

external audit.

– Recommendations made by the external auditor

in their management letters and the adequacy of

management’sresponse.

Based upon its reviews, the Committee has recommended

thereappointment of Ernst & Young LLP, as external auditor,

totheBoard.

Risk management and internal control

The Audit Committee is required to assist the Board to fulfil its

responsibilities relating to the adequacy and effectiveness of

the control environment and the Group’s compliance with the

Corporate Governance Code. To fulfil these duties, the Audit

Committee reviewed:

– Reports from the Business Risk Management Committee

on the systems and effectiveness of internal controls and

risk management.

– The external auditor’s review of internal controls and audit

highlights memoranda.

The Business Risk Management Committee is now well

established and met three times during 2022. Key topics of

discussion included the Group’s principal risks and uncertainties,

the effectiveness of mitigating activities and key controls,

emerging risks, the categorisation and disclosure of risks in

results announcements and the Annual Report and Accounts,

and the BEIS corporate reform proposals. Please refer to the

Principal Risks & Uncertainties section of the Strategic Report on

pages 41 to 49 for further information.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

In anticipation of the BEIS corporate reforms becoming effective,

the Group has commenced a review of its ICFR and ITGCs.

The first phase of the project to review and update process

documentation and develop risk and control matrices is now

well progressed and will be completed in 2023, alongside

the remediation of any identified gaps and consideration of

assurance requirements and potential testing programme.

The establishment of a separate internal audit function has

not been considered necessary to date due to reasons which

have previously been stated: the present nature of the business

model and structure of the Group with one main operating site;

stable operating and financial systems; the close involvement

of the Executive Directors in the day-to-day running of the

business; regular review by senior management of detailed

management information; other self-monitoring; no history of

significant control breakdown or fraud; and, when considered

necessary, external advice. However, given the growth of the

Group during 2022 and the additional requirements arising

from the proposed BEIS corporate reforms, this matter was

reconsidered during 2022 by the Audit Committee and Board.

This review concluded that it is now the appropriate time to

establish a Group internal audit function. The nature of this

function and how it is best resourced will be considered during

2023, taking into account further detail on the governance

changes as they become available.

The Group has a Whistleblowing Policy (which is also available

on the Company’s website), containing arrangements for the

US General Counsel or the Company Secretary to receive, in

confidence, complaints on accounting, risk issues, internal

controls, auditing issues and related matters for reporting to

theAudit Committee as appropriate.

The control system of the Group is intended to manage rather

than eliminate the risk of failure to meet the Group’s objectives

and any such system can only provide reasonable and not

absolute assurances against material misstatement or loss. The

effectiveness of the control system including financial, operating,

compliance and risk management is reviewed by the Board at

least annually.

Additionally, through the management process outlined in the

Statement on Corporate Governance on pages 58 to 62, the

Group operates a continuous process of identifying, evaluating

and managing the significant risks faced by each business and

the Group as a whole. This process, which has been in place

throughout 2022 and up to the date of the approval of this

Annual Report, complies with the FRC guidance and includes

thefollowing:

– A defined organisational structure with appropriate

delegation of authority.

– Formal authorisation procedures for all investments.

– Clear responsibilities on the part of management for the

maintenance of good financial controls and the production

and review of detailed, accurate and timely financial

management information.

– The control of financial risks through clear

authorisationlevels.

– Identification of operational risks and the development of

mitigation plans by senior management.

– Regular reviews of both forward-looking business plans and

historic performance.

– Regular reports to the Board from the Executive Directors.

The internal controls extend to the financial reporting process

and the preparation of the consolidated financial statements.

The basis of preparation of the consolidated financial

statements is set out on pages 105 and 106.

The internal control process will continue to be monitored and

reviewed by the Board, which will, where necessary, ensure

improvements are implemented. During the period the Audit

Committee has undertaken a review of the effectiveness

of internal controls and systems. No material matters

were identified.

The 2023 AGM will provide an opportunity for Shareholders

to ask questions on this report, matters within the scope of

the Audit Committee’s responsibilities and any significant

matters brought to the Audit Committee’s attention by the

external auditor.

JOHN GIBNEY

CHAIR OF THE AUDIT COMMITTEE

14 March 2023

AUDIT COMMITTEE REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

2022 HIGHLIGHTS

Monitored our remuneration strategy in the context of

business developments and the challenges faced by the

senior management and all team members in coping with

the rapid recovery in demand during 2022.

Supported the payment of a one-off special bonus in

September 2022 to all team members excluding the

Executive Directors.

Monitored governance, regulatory and investor

developments on executive compensation matters.

Considered broader employee pay and conditions.

2023 PRIORITIES

Set bonus targets for 2023 and review business

performance against these targets during the year.

Continue to consider employee pay at all levels of

theorganisation.

Continue to monitor governance, regulatory and investor

developments on executive compensation.

Commence the process to develop a new Remuneration

Policy for consideration by Shareholders at the 2024 AGM.

Members and attendance

Charles Brady (Chair) 2/2

John Gibney 2/2

Tina Southall 2/2

KEY REMUNERATION PRINCIPLES

The Committee’s long-held view regarding remuneration is that

it should be:

Competitive when compared to organisations of a similar

size, complexity, and type.

Linked to the long-term strategy of the Group.

Clear, easy to understand and motivational.

Structured to not promote unacceptable behaviour or

encourage unacceptable risk-taking.

Structured to avoid reward for failure.

Chair’s overview

On behalf of the Remuneration Committee (the “Committee”)

Iam pleased to present the Directors’ Remuneration Report

forthe year ended 31 December 2022. The report contains:

– This Annual Statement which summarises the remuneration

decisions made during the year and the context in which

these decisions have been taken.

– A copy of the Remuneration Policy approved by

Shareholders at the AGM in 2021.

– The Remuneration Report for the year ended 31December

2022 (see pages 73 to 86), which details how our

Remuneration Policy was implemented in the year ended

31 December 2022 and how we intend to implement our

Remuneration Policy in 2023.

ANNUAL STATEMENT BY THE CHAIR OF THE

REMUNERATION COMMITTEE

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Business context for executive remuneration

After a relatively quiet first quarter in 2022, the Group

experienced very strong trading for the remainder of the year,

leading to the most successful financial results in the Group’s

history. This unprecedented level of rapid growth presented

significant challenges for the Executive Directors and the senior

management team, particularly in scaling up the resources and

infrastructure needed to operate as a much larger business.

For 2022 the financial results of the business included:

– Group revenue up by 45%.

– Increase in operating profit of 236%.

– Increase in basic earnings per share of 255%.

– 2022 interim dividend paid; final dividend declared

supplemented by declaration of a special dividend.

– Continued investment in marketing and people to position

the business well for future growth.

– Retaining a strong financial position and good liquidity with

cash and bank deposits at the year-end of $86.8m.

Decisions on executive remuneration during 2022 have been

made in the context of the factors outlined above.

Committee decisions and undertakings in 2022

Rewarding performance

At its meeting in January 2022, the Remuneration Committee

agreed to the Executive Directors’ request that they receive

no base salary increase with effect from 1 January 2022.

However, the Committee approved the reintroduction of an

annual bonus plan for 2022 and set performance targets based

on the 2022 budget approved by the Board. As at January

2022, the Committee was confident that the targets set were

appropriatelystretching.

As it became clear that the pace of recovery in 2022 was much

faster than initial expectations, the business has been keen

to reward the extraordinary efforts of all team members in

coping with this unprecedented level of demand. Pay rises for

the wider workforce (excluding the Executive Directors and

senior management team) were implemented during 2022 in

order to attract and retain associates in a tight labour market

and to provide an element of catch up due to wages not being

increased during the pandemic. Average pay for the wider

workforce has increased by more than 7% during 2022.

The financial success of the business in 2022 has meant that

there have been regular payments to team members under

the quarterly ‘gain share’ bonus plan. In addition, in September

2022 a one-off special bonus of $1,000 per team member

(excluding the Executive Directors) was paid in recognition of

the extraordinary efforts during the year in dealing with the

challenges posed by the unprecedented level of demand.

In this context, it is fitting that the annual bonus plan for the

Executive Directors and senior management team has paid a

maximum bonus of 100% of salary to participants as a reward

for the remarkable achievements of 2022.

Committee decisions and undertakings for 2023

Implementation of the Remuneration Policy in 2023

At its meeting in January 2023, the Committee awarded the Chief

Executive Officer and the Chief Financial Officer a 6.8% increase

in basic annual salary with effect from 1 January 2023. This is

the first increase in the Executive Directors’ base salary since

1 January 2020 and is in line with the increase applied to the

remuneration of salaried employees across the business.

In relation to the annual bonus plan, specific performance

targets for 2023 have been set by the Committee with reference

to the 2023 budgets and targets approved by the Board. As at

January 2023, the Committee was confident that the targets set

were appropriately stretching.

The Group does not operate a long-term incentive plan.

During 2023 the Committee will commence the process to

develop a new Remuneration Policy for consideration by

Shareholders at the 2024 AGM.

Conclusion

I look forward to receiving your support at the upcoming AGM.

CHARLES BRADY

CHAIR OF THE REMUNERATION COMMITTEE

14 March 2023

ANNUAL STATEMENT BY THE CHAIR OF THE

REMUNERATION COMMITTEE

CONTINUED

4imprint Group plc Annual Report and Accounts 2022

REMUNERATION REPORT

Remuneration governance

Remuneration Committee composition

The Remuneration Committee is comprised solely of Independent Non-Executive Directors. The members of the Committee during

the period were Charles Brady (Chair of the Committee and the Senior Independent Non-Executive Director), John Gibney and

Christina Southall. The Company Secretary also attends the meetings. The Committee meets at least twice a year and may invite

other attendees as it sees fit. There were two Remuneration Committee meetings in 2022. Attendance at Committee meetings in

2022 is shown in the table on page 59.

Remuneration Committee responsibilities

The responsibilities of the Remuneration Committee include:

– Determining the policy for Directors’ remuneration and setting remuneration for the Company’s Chairman, Executive Directors,

senior management, and the Company Secretary, in accordance with the Principles and Provisions of the Code.

– Establishing remuneration schemes that promote long-term shareholding by Executive Directors that support alignment with

long-term Shareholder interests.

– Designing remuneration policies and practices to support the strategy and promote long-term sustainable success, with

executive remuneration aligned to Company purpose and values, clearly linked to the successful delivery of the Company’s

long-term strategy.

– To determine the targets for any performance-related bonus and share incentive plans operated for Executive Directors and

senior management.

The Remuneration Committee has terms of reference which were reconsidered and approved by the Board of the Company at its

meeting on 13 December 2022. These terms of reference are available for inspection on the Company’s website.

The remuneration of Non-Executive Directors is determined by the Non-Executive Chairman of the Board and the Executive Directors.

In exercising its responsibilities and carrying out key decisions, the Remuneration Committee is mindful of the size and structure

of the Company’s businesses. It regularly assesses the remuneration of Executive Directors and senior management in the context

of the remuneration of the wider workforce and of the Company’s actual and projected growth and profitability. The Remuneration

Committee also considers the value generated for Shareholders, and engages, as appropriate, with Shareholders and other

stakeholders to explain and discuss existing policy and future decision-making.

Willis Towers Watson are engaged as remuneration consultants to the Committee. Fees paid to Willis Towers Watson during 2022

were £6,892 (2021: £31,500).

Directors’ Remuneration Policy

The Company has a well-established and clear Remuneration Policy which includes a simple and transparent approach to both

fixed and variable pay. The Remuneration Policy is structured to focus on incentivisation and to avoid reward for failure and is

designed not to promote unacceptable behaviour or encourage unacceptable risk-taking, in line with the Company’s culture and

purpose. TheCommittee has responsibility for reviewing the Remuneration Policy on an ongoing basis with a view to ensuring that

itappropriately reflects the Company’s strategy.

The current Directors’ Remuneration Policy was approvedattheCompany’s AGM on 18 May 2021 andcanbe foundon the corporate

website at https://investors.4imprint.com/governance/company-documents/.

This report sets out the information required by the Companies

Act 2006, Schedule 8 of the Large and Medium-sized Companies

and Groups (Accounts and Reports) (Amendment) Regulations

2013, Listing Rules of the Financial Conduct Authority and the UK

Corporate Governance Code 2018. This report is unaudited except

where otherwise stated. An ordinary resolution to approve this

report will be put to the AGM on 24 May 2023.

The Remuneration Policy approved by Shareholders at the 2021 AGM has also been included for reference.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Remuneration policy

The following section sets out an overview of 4imprint Group plc’s Directors’ Remuneration Policy (the “Policy”)

which was approved by Shareholders at the 2021 AGM.

Principles of Policy

The Committee is made up entirely of independent Non-Executive Directors to avoid any conflicts of interest and no individual is

present at a Committee meeting where their own remuneration is discussed. The Committee ensures that it is kept up to date with

published guidance from investors and shareholder representative bodies and current market practice, so that it can bear these

factors in mind when formulating, and making decisions in connection with, the Policy.

The guiding principles underlying the Policy are:

i. remuneration should be competitive when compared to remuneration in organisations of similar size and complexity in the

relevant external market, without paying more than is necessary;

ii. subject to satisfying (i) above, remuneration should be considered in the context of wider employee pay and conditions and

Shareholder views;

iii. packages should be structured so that remuneration is aligned to both the strategy of the Company and long-term growth in

Shareholder value;

iv. each element of the remuneration package should be clear, easy to understand and motivating;

v. the overall package should be designed to take account of the performance of the business, to respond to regulatory changes

but not to promote undesirable behaviour or to encourage unacceptable risk-taking; and

vi. packages should be structured to avoid reward for failure.

Executive Director Policy Table

Element and purpose Opportunity Operation Performance measures

Base salary

Enables 4imprint to

attract and retain

executive talent

Base salaries are reviewed

annually; however, increases are

not automatic.

Base salary adjustments reflect

various factors, including increases

for other employees across the

4imprint business; individual and

Company performance; changes

in role and responsibilities; and

pay at companies of a similar size

and complexity in the relevant

externalmarket.

Base salaries should be

competitive when compared to

similar roles at organisations of a

similar size and complexity in the

relevant external market.

Base salary increases are also

considered in the context

of the value of the total

remunerationpackage.

Base salary increases will not

normally exceed the average

increase awarded to the

widerworkforce.

However, in exceptional

circumstances salary increases

may exceed this level.

Not applicable.

Retirement

benefits

To provide a

competitive level of

retirement benefit in

order to attract and

retain executive talent

Executive Director retirement

benefits are limited to the

opportunity offered to the local

workforce. This is currently capped

at 5% of base salary per annum.

Executive Directors are eligible

either: (i) to participate in local

Company pension arrangements;

or (ii) subject to the discretion

of the Committee, to receive

a salary supplement in lieu of

pension contributions (which is

not taken into account as salary

for calculation of annual bonus,

orother benefits).

Not applicable.

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Element and purpose Opportunity Operation Performance measures

Other benefits

To maintain

competitiveness

in attracting and

retaining talent

Benefit values are set at an

appropriate level taking into

account market practice.

The Committee reserves the

discretion to approve a higher

level of benefits if it is considered

by the Committee to be necessary,

appropriate and in the best

interests of the Company and its

stakeholders. For example, this

may include additional benefits

to cover the cost of relocation or

insurance premiums.

Typical benefits may include: (i)

company car or car allowance

paid in cash; (ii) private medical

insurance for the executive and

his/her family; (iii) life assurance

of up to four times base

salary; (iv) income protection

insurance; and (v) access to

independent professional advice

whennecessary.

Other benefits may also be offered

in line with those offered to other

employees, such as paid holiday.

The benefits offering may differ

to reflect the market practice of

the country of employment or

domicile of the individual Director.

Not applicable.

Deferred Annual

Bonus Scheme

(DABS)*

To encourage share

ownership and

to incentivise and

reward strong annual

performance

The ongoing maximum potential

annual bonus opportunity is 100%

of base salary.

However, the Policy provides

the Committee with an overall

maximum of 150% of base

salary for use in future years,

for example, in a recruitment

scenario, or in order to maintain

the competitiveness of the

bonus relative to the market

taking into account Company

and individual performance and

the potential value of the rest of

the remuneration package. See

Recruitment Policy for further details.

The award for on-target

performance is 50% of base

salary where awards are made in

line with the ongoing maximum

opportunity of 100% of salary.

Where the overall maximum

of 150% is employed, the on-

target bonus opportunity may be

increased to 50% of the maximum,

being 75% of base salary.

50% of the annual bonus is

delivered in cash.

50% of the annual bonus is

deferred into share awards

(generally nil cost options,

conditional share awards or

other forms to meet regulatory

or business needs) for five years

following the date of grant. See

Leaver Policy for exceptions to

thisrule.

Cash bonus and deferred share

awards are typically allocated to

participants following the audit of

the Annual Report and Accounts

in the March following the

performance period.

The number of nil cost options

or conditional share awards

is based on the share price

on 31December of the

financial yearto which annual

performancerelates.

The cash bonus and deferred

share awards are subject to

clawback and malus provisions.

Performance may be

assessed using financial

and non-financial

measures.

Financial performance

measures may include:

profitability; revenue

growth; cash generation;

or other financial metrics

that are aligned to

the business strategy.

Financial objectives

generally account for the

majority of the annual

bonus performance

assessment.

Non-financial corporate

objectives may also

be used, such as

environmental, social and

governance (ESG) metrics

to the extent that they

align with the Board’s

strategy and are deemed

to enhance prospective

long-term growth in

Shareholder value.

Performance measures

and targets are generally

set at the start of the

financial year to reflect

the Group’s strategic

priorities. Further details

can be found in the Annual

Report on Remuneration.

Once awarded, the

deferred component of

the annual award will

not be subject to further

performance targets.

* The Deferred Annual Bonus Scheme (DABS) has been renamed the Deferred Bonus Plan (DBP).

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Element and purpose Opportunity Operation Performance measures

Share plans

To encourage

employee share

ownership and

rewardlong-term

value creation

Employees (including Executive

Directors) may save an agreed

monthly amount, and options are

normally granted at a discount

of up to 20% to the current

shareprice.

Savings are capped at an agreed

monthly contribution rate, and the

option price is set at the outset

ofthe plan.

Periodic employee share option

plans open to all employees are

operated in the 4imprint Group.

These take the form of HMRC

approved Sharesave plans in

the UK, and equivalent plans in

theUSA.

Not applicable.

Share ownership

guidelines

Provides alignment

with Shareholders

whilst encouraging

sustainable, long-term

value creation

Executive Directors are expected

to maintain a holding of shares in

the Company of at least 200% of

annual base salary.

Executive Directors are

also expected to maintain a

shareholding of at least 200% of

base salary for one year following

cessation of employment, reduced

to a holding of at least 100% of

base salary for the second year

following cessation. See Leaver

Policy for further details.

At least 50% of any vested

share awards (net of tax) from

incentive arrangements are

expected to be held in order to

accumulate the recommended

personalshareholding.

Executive Directors will have

until their fifth annual bonus

share award grant to accumulate

theirshareholding.

The post-employment

shareholding guideline

will be enforced through

contractualmeans.

Not applicable.

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Notes to the Policy Table

Remuneration

Committee

discretion

When assessing incentive plan results and performance, the Committee retains the discretion

to reduce (including to nil) incentive pay-out levels if it is considered appropriate in exceptional

circumstances, for example, in the context of a significant health and safety failure, or an exceptional

negative event significantly impacting employees or Shareholders.

Malus and

clawback

Malus and clawback provisions apply to both cash and deferred share elements of the DBP.

Malus includes the reduction (including to nil) of in-year and/or future year bonus amounts; and the

forfeiture or withholding of unvested deferred share awards and clawback involves the recovery of

annual bonus amounts that have been paid. Clawback may apply to cash bonus payments made up to

two years after the relevant payment date and for deferred share awards that vested up to five years

from the relevant grant date. These provisions may be invoked by the Committee if it deems this to be

appropriate in the context of one or more ‘trigger’ events. These include:

• material misstatement (including omission) in the Company’s accounts

• the bonus/award was based on an error, or inaccurate or misleading information

• serious misconduct

• corporate failure

• serious reputational damage

Discretion to

amend the future

operation of

theDBP

In the event of a variation in share capital or other event that may affect the share price, the number of

shares subject to an award may be adjusted.

Minor

amendments to

the Policy and

remuneration

under previous

arrangements

Minor changes may be made to the Policy for regulatory or administrative purposes without seeking

further Shareholder approval for such an amendment.

The Committee may make payments notwithstanding that they are not within the current Policy if they

were agreed before:

• the Company’s first Remuneration Policy, subject to binding Shareholder approval, came into effect;

• the Policy came into effect (provided they are in line with the Remuneration Policy at the time of

agreement); or

• promotion (of the individual to which the payment relates) to the Board of Directors.

Performance

measures

The Committee has selected financial measures as the primary method of determining performance,

as these metrics directly affect Shareholder value. The Committee, when setting the relevant targets,

takes into account the Company’s business plan and internal and external forecasts for the business.

Strategic performance conditions are set in line with the Company’s business plan and strategic

priorities. At the end of the performance period, the Committee will review performance against targets

and may adjust formulaic outcomes for reasons such as (but not limited to) disposals, acquisitions and

changes in accounting treatment, if it is considered necessary for a fair outcome in the context of wider

Company performance. Where discretion is exercised the rationale and adjustment will be disclosed in

the relevant Annual Report.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Executive Director service contracts

Executive Directors have rolling service contracts, notice periods are twelve months from the Company and six months from the

Executive Director. Any new Executive Director would be appointed on similar terms. The Executive Directors’ service contracts are

available for inspection at the Company’s registered office.

Executive Director Recruitment Policy

The following guidelines are followed by the Committee when considering the pay and employment terms for a new

ExecutiveDirector:

– The Committee aims to pay no more than is necessary to secure the right talent for the business.

– The ongoing Remuneration Policy for any new Executive Director will align to the Remuneration Policy for Executive Directors as

set out in this Policy.

– Base salaries are set at a market rate in order to attract the appropriate person. Factors to be taken into account include: the

individual’s previous salary and remuneration package; the skills and experience of the individual; the salary of the previous role

incumbent; and pay at organisations of similar size, complexity and sector in the relevant external market.

– Special arrangements may be made for a new Executive Director in order to secure their appointment. These may include:

– The Committee may choose to provide additional compensation for incentive awards forfeited by the executive upon joining

4imprint. In such cases, we would seek to apply similar conditions to forfeited awards including performance conditions;

vesting and holding periods; and form of award. Any ‘buyout’ payment will be reduced by an equivalent amount in the event

the Executive Director’s former employer pays a portion of the remuneration that was deemed foregone. Where possible,

existing incentive plans will be used to satisfy such awards; however, in the event that this is not appropriate, the Committee

retains the right to use the Listing Rules exemption for the purposes of a ‘buyout’ award.

– An increased award limit exists under the DBP of 150% of base salary which may be used upon recruitment of a new

ExecutiveDirector.

– For external and internal appointments, the Committee may agree that the Company will meet certain relocation expenses

and legal fees that it considers to be appropriate. Assistance will be subject to reasonable clawback for service of less than

12months.

Corporate events

Upon a takeover, unvested deferred share awards under the DBP would normally vest in full immediately. Awards may be exchanged

to the extent that an offer to exchange awards for new awards is made and accepted by the award holder.

Executive Director Leaver Policy

Element/provision Policy

Contractual

notice period

and loss of office

compensation

• Twelve months’ notice from the Company and six months from the Executive Director.

• Executive Directors may be required to work during their notice period or take ‘gardening leave’.

Payments in lieu of notice may also be made.

• Contractual non-competition payments may be made on a monthly basis for the twelve months

following termination of employment subject to mitigation.

• Contractual termination payments for Executive Directors include base salary, retirement and

otherbenefits.

Treatment of

bonuses

• Normally, an Executive Director may, at the Committee’s discretion, receive a bonus for the year in

which the Executive Director leaves, although US-based Executive Directors are entitled to continue

to participate in the bonus plan up to the date of termination of employment (subject to the

satisfaction of performance requirements). Any such bonus award may be paid in such proportions

of cash or shares as the Committee may determine.

• For ‘good leavers’ unvested deferred share awards will normally continue to vest as if the Executive

Director had not left, with the Committee retaining the discretion to accelerate the vesting of awards

where the Committee considers it appropriate (for example, if the Executive Director dies or has

a terminal illness). Good leaver reasons are defined as: injury; ill health; disability; redundancy;

retirement (as agreed by the Company); the company or business for which the Executive Director

works being sold out of the 4imprint Group; death; or such other circumstances as the Committee

may determine.

• Leavers for any other reason would result in no bonus being paid, and any unvested deferred share

awards would lapse.

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Consideration of employee conditions in the wider Group

The Board (and therefore each Committee member) receives a report for its consideration at its meeting in January in respect of

current salary levels, bonus entitlements, annual pay review and bonus proposals. This is accompanied by a verbal update from

the CEO. In combination, this annual update enables the Committee to take into account conditions in the wider workforce when

considering executive pay actions.

In addition, we have a dedicated Non-Executive Director who is responsible for championing the interests of team members (our

‘Employee Voice’) and who reports back to the Board on initiatives such as the employee engagement survey results.

The remuneration package available to Executive Directors under the Policy is broadly in line with the remuneration package afforded

to our other employees. All employees (including Executive Directors) are entitled to participate in the Company’s Sharesave plans in

the same way. Employees may receive discretionary bonuses based on their performance, although in the case of Executive Directors

and other members of senior management, part of any bonus earned is deferred into awards of the Company’s shares. A three-year

deferral period applies to awards for senior management and a five-year deferral period applies to awards for Executive Directors.

More information about how we engage with our team members can be found on page 50 of the Annual Report.

Consideration of Shareholder views

The Committee actively seeks and listens to Shareholder views on 4imprint’s executive remuneration arrangements on an ongoing

basis. In developing this Policy, the Committee undertook a significant consultation with Shareholders and carefully considered the

varied views put forward.

Non-Executive Director remuneration

Element and

purpose

Fees are aimed at attracting and retaining high-quality and experienced Non-Executive Directors, with

fee levels reflecting the time commitments and responsibilities of the roles.

Non-Executive Directors are paid a basic fee which is delivered in cash. Additional fees are not paid for

Committee chairmanship and membership.

Operation

Fee levels are reviewed periodically by the Board to maintain competitiveness relative to other listed

companies of a similar size, complexity and type.

Non-Executive Directors do not participate in any incentive schemes and do not receive a pension.

Opportunity

Fees payable to Non-Executive Directors cannot exceed the maximum that is set out in the Company’s

Articles of Association. The Company does not adopt a quantitative approach to pay positioning

and exercises judgment as to what it considers to be reasonable in all the circumstances as

regardsquantum.

Non-Executive Director letters of appointment

Non-Executive Directors are generally appointed for a period of three years, subject to annual re-election. Non-Executive Directors’

appointments may be terminated without notice by either party.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Annual report on remuneration

Directors’ remuneration – single total figure (audited information)

Apart from Kevin Lyons-Tarr and David Seekings, Directors are paid in Sterling. It is therefore considered more appropriate to present

the Directors’ remuneration in Sterling. The US dollar remuneration amounts for Kevin Lyons-Tarr and David Seekings are disclosed

separately below:

Base

salary

Benefits

Annual

bonus

Long-term

incentives

Pension

Total

Fixed

pay

Variable

pay

K. Lyons-Tarr

2022 414,367 9,280 409,640 – 9,867 8 4 3,15 4 433,514 409,640

2021 372,463 6,499 – – 7,352 386,314 386,314 –

D. Seekings

2022 276,245 15,307 273,094 – 9,802 574,448 301,354 273,094

2021 248,309 17,286 – – 8,392 273,987 273,987 –

P. Moody

2022 150,000 – – – – 150,000 150,000 –

2021 150,000 – – – – 150,000 150,000 –

L. Beardsell

(i)

2022 45,000 – – – – 45,000 45,000 –

2021 15,000 – – – – 15,000 15,000 –

C. Brady

2022 45,000 – – – – 45,000 45,000 –

2021 45,000 – – – – 45,000 45,000 –

J. Gibney

(ii)

2022 45,000 – – – – 45,000 45,000 –

2021 36,865 – – – – 36,865 36,865 –

J. Rabadia

(i)

2022 45,000 – – – – 45,000 45,000 –

2021 15,000 – – – – 15,000 15,000 –

C. Southall

2022 45,000 – – – – 45,000 45,000 –

2021 45,000 – – – – 45,000 45,000 –

(i) Lindsay Beardsell and Jaz Rabadia joined the Board on 1 September 2021.

(ii) John Gibney joined the Board on 8 March 2021.

Kevin Lyons-Tarr and David Seekings US dollar remuneration

Base

salary

Benefits

Annual

bonus

Long-term

incentives

Pension

Total

Fixed

pay

Variable

pay

K. Lyons-Tarr

2022 512,323 11,474 506,479 – 12,200 1,042,476 535,997 506,479

2021 512,323 8,940 – – 10,113 531,376 531,376 –

D. Seekings

2022 341,549 18,926 337,653 – 12,119 710,247 372,594 337,653

2021 341,549 23,777 – – 11,5 43 376,869 376,869 –

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Salaries

The Chief Executive Officer and the Chief Financial Officer received no increase in basic annual salary during 2022.

Pension and benefits

The Executive Directors’ pension benefits are the same as that offered to the wider workforce. Benefits include medical insurance,

lifeassurance and income protection.

Short and long-term incentives: Deferred Bonus Plan (DBP)

The Executive Directors participate in a single variable incentive plan through which they may receive an annual bonus, half of which

is paid in cash and half of which is deferred into shares through the award of conditional share awards (the DBP). The deferral period

for shares awarded to Executive Directors is five years from date of award.

The rules of the DBP were approved by Shareholders at the AGM on 18 May 2021. These rules replaced the rules of the 2015

Incentive Plan which were approved by Shareholders in April 2011 for a ten-year period. The DBP (previously called the Deferred

Annual Bonus Scheme or “DABS”) operates in substantially the same way as the 2015 Incentive Plan.

No annual bonus scheme was in place for 2021 due to the significant uncertainty around the timing and scale of the economic

recovery post COVID-19, meaning that it was not possible to set meaningful bonus targets at the start of 2021. At its meeting in

January 2022, the Remuneration Committee approved the re-introduction of the annual bonus scheme. Specific performance targets

were set by the Committee with reference to the 2022 budget which had been approved by the Board in December 2021.

Operation of the DBP

Bonus outcomes under the DBP are variable and depend on the achievement of stretching and robust performance targets based on

the financial results of the Group’s North American business. This basis of measurement is considered to be appropriate given that:

– The North American business comprises 98% of the revenue of the Group and substantially all of its operating profit; and

– It enables direct alignment of the incentive remuneration of the Executive Directors with that of the US-based management team.

Rationale for metric selection

The measures used to assess the performance of the Executive Directors were chosen specifically to align directly with the Group’s

strategic objectives (see pages 9 to 11). These objectives can be summarised as:

– Expansion of market share in large, fragmented, and attractive markets through organic revenue growth; and

– Investment in primarily marketing-based initiatives designed to maximise growth potential up to the point at which this

investment no longer produces an acceptable return.

Accordingly, the Committee agreed the following performance measures as most likely to incentivise an optimum outcome in

alignment with the Group’s strategic priorities:

– Revenue growth. This is the primary driver in meeting the Group’s market share expansion targets and as such serves as the

most heavily weighted measure in calculating incentive remuneration outcomes.

– Operating profit. The inclusion of this measure ensures that the marketing investment to build a strong and growing customer

file is accompanied by an appropriate financial return.

Bonus outturn under each performance measure is contingent on the performance of the other given the key role that both

measures play in ensuring an appropriate balance designed to meet 4imprint’s strategic priorities.

Target setting process and outcomes

The specific bonus targets for 2022 were set by the Committee at its meeting in January 2022, with reference to the 2022 budget

approved by the Board. As at January 2022, the Committee was confident that the targets set were appropriately stretching.

The bonus measures and targets are inter-related, and as such are best expressed in the matrix format set out below.

2022 Plan

Revenue target (millions) $842 $870 $895 $903 $910 $918 $926

Op. profit $45m minimum 30% 40% 50% 70% 90% 100% 100%

Op. profit $43m minimum 20% 30% 40% 50% 70% 90% 100%

Op. profit $41m minimum 10% 20% 30% 40% 50% 60% 80%

Revenue growth vs 2021 10% 14% 17% 18% 19% 20% 21%

Table shows bonus outcome as a % of base salary.

For the avoidance of doubt:

– If operating profit was below $41m no bonus would have been payable regardless of revenue performance.

– If revenue growth was below 10% no bonus would have been payable regardless of operating profit performance.

– Budgeted revenue growth of 17% and operating profit of $45m would have resulted in the Executive Directors earning

anon-target bonus of 50% of base salary, with lower and higher combinations of the two measures producing outcomes

ranging from 10% of base salary for threshold performance to 100% of base salary for maximum performance.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

For 2022, the revenue growth and operating profit performance of the North American business significantly exceeded the amounts

necessary, per the performance grid, for bonuses of 100% of base salary to be awarded to the Executive Directors.

Accordingly at the January 2023 Remuneration Committee meeting, the Committee approved the maximum bonus award to the

Executive Directors of 100% of base salary, payable 50% in cash and 50% in the form of conditional share awards with a vesting

period of five years. The Committee had no requirement to exercise its discretion to alter the amount of bonus payable.

Bonus targets in respect of 2023 performance are not disclosed for reasons of commercial sensitivity but will be disclosed

retrospectively in next year’s Remuneration Report.

Statement of Directors’ shareholdings and share interests (audited information)

Details of the beneficial interests in the number of ordinary shares held in the Company by each Director and their connected

persons are set out below:

Holding at

31 December 2022

Holding at

1 January 2022

Kevin Lyons-Tarr 265,909 265,909

David Seekings 186,779 186,779

Paul Moody 9,500 9,500

Lindsay Beardsell – –

Charles Brady 2,000 2,000

John Gibney 3,000 3,000

Jaz Rabadia – –

Tina Southall 3,000 3,000

The value of each of the Executive Directors’ shareholdings at the year-end exceeds the 200% of base salary shareholding

requirement. The shareholdings included in the table above are not subject to any further performance conditions.

There has been no change in the Directors’ interests in the share capital of the Company from 1 January 2023 to the date of this report.

Movement in scheme interests during the financial year (audited information)

During the period there were no changes to the Executive Directors’ interests in share schemes. No bonus targets were set for 2021,

due to the uncertainty around the impact of the pandemic on the financial results of the business, so no awards of conditional shares

were made in 2022 in respect of 2021 performance.

In accordance with the rules of the DBP, the intention is to issue deferred shares in 2023 in respect of the 2022 bonus awards.

Directors’ interests in share schemes

Details of share options and conditional share awards held by the Directors are set out below:

Holding at

1 Jan

2022

Granted

during the

year Exercised

Holding at

31 Dec

2022

Date

of grant

Share price

at date

of grant

Exercise

price

Exercisable

From To

K. Lyons-Tarr

US ESPP 516 – – 516 17 May 2021 £23.00 $27.61 25 July 2023 25 July 2023

2015 Incentive Plan 10,196 – – 10,196 28 Mar 2019 £24.00 nil 28 Mar 2024 28 Mar 2024

D. Seekings

US ESPP 722 – – 722 17 May 2021 £23.00 $27.61 25 July 2023 25 July 2023

2015 Incentive Plan 6,797 – – 6,797 28 Mar 2019 £24.00 nil 28 Mar 2024 28 Mar 2024

Gains made on exercise of options in the period were nil for Kevin Lyons-Tarr and nil for David Seekings (2021: £111,270 for

KevinLyons-Tarr and £74,172 for David Seekings).

During 2022 the middle-market value of the share price ranged from £22.40 to £44.80 and was £42.75 at the close of business

on31December 2022.

Details of share options granted by 4imprint Group plc as at 31 December 2022 are given in note 22.

None of the terms and conditions of the share options were varied during the period. The performance criteria for all Directors’

options were consistent with the Remuneration Policy. Once an award has vested, the exercise of share options is unconditional,

subject to the Rules of the option grant.

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Payments to past Directors

There were no payments to past Directors during the period.

Payments for loss of office

There were no payments for loss of office made during the period.

Performance graph and table

Total Shareholder Return

The graph below illustrates the Company’s Total Shareholder Return performance relative to the FTSE 250 Index of which the

Company is a constituent. The graph shows performance of a hypothetical £100 invested over the period.

Total remuneration of Executive Chairman/Chief Executive Officer

2013

£’000

2014

£’000

2015

£’000

2016

£’000

2017

£’000

2018

£’000

2019

£’000

2020

£’000

2021

£’000

2022

£’000

K. Lyons-Tarr 326 481 564 738 603* 422 386 843

J.W. Poulter 1,380 180 45

Total remuneration 1,380 180 371 481 564 738 603 422 386 843

Annual variable award

Percentage versus

maxopportunity (%) n/a 100 60 40 50 100 50* n/a n/a 100

Long-term incentive

Vesting rate (%) 66.70 – – – – – – – – –

* In March 2020, Kevin Lyons-Tarr waived his conditional share awards in respect of 2019.

Kevin Lyons-Tarr was appointed Group Chief Executive Officer on 31 March 2015. Prior to that, the Executive Chairman, John Poulter,

fulfilled the role.

Relative importance of spend on pay

The table below shows the Group’s actual spend on pay relative to dividends:

2022

2021

Percentage

change

Wages and salaries 77.75 59.62 30%

Dividends paid 18.72 4.13 353%

2,000

1,500

1,000

500

Dec

2022

Dec

2021

Dec

2012

Dec

2013

Dec

2014

Dec

2015

Dec

2016

Dec

2017

Dec

2018

Dec

2019

Dec

2020

— 4imprint Group plc — FTSE 250

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Percentage change in remuneration of Directors and employees

The table below shows the percentage change in remuneration of each of the Directors and the Company’s employees as a whole

between 2022 and 2021.

Salary Bonus

Taxable

benefits

Average pay based on all employees 7% n/a -12%

Kevin Lyons-Tarr 0% n/a 28%

David Seekings 0% n/a -20%

Paul Moody 0% – –

Lindsay Beardsell 0% – –

Charles Brady 0% – –

John Gibney 0% – –

Jaz Rabadia 0% – –

Tina Southall 0% – –

Average pay based on all employees increased in the year as wage and salary increases were implemented to attract and retain

associates in a competitive US labour market and there was an element of catch up following a period of minimal increases

throughout 2020 and the first half of 2021.

Kevin Lyons-Tarr and David Seekings received no bonus payments in 2021 and have received their maximum bonus award in respect

of 2022. Employees received minimal bonus payments in 2021 and received quarterly payments from the all employee gain share

bonus scheme in 2022. Accordingly, the calculated percentage increase figure in relation to bonuses is anomalous.

CEO pay ratio

Year Country Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2022 UK A 18.0 : 1 12.8 : 1 9.5 : 1

2022 US A 12.4 : 1 10.5 : 1 7.5 : 1

2021 UK A 24.4 : 1 18.4 : 1 12.9 : 1

2021 US A 17.7 : 1 14.5 : 1 10.6 : 1

2020 UK A 33.5 : 1 26.5 : 1 19.0 : 1

2020 US A 25.2 : 1 19.9 : 1 14.7 : 1

The data in the table above has been calculated using Option A which provides a comparison of the Company’s full-time equivalent

total remuneration for all employees against the CEO’s total remuneration. As the CEO is US-based and the Group has just 50

UK employees (2021: 45) compared with 1,274 US employees (2021: 1,162), the calculations are shown for both the UK and US

employee populations.

The data set included all employees who received base salary during the year ended 31 December 2022 and were still employed at

that date. Where appropriate, remuneration has been annualised to reflect the full-time equivalent amount, for example for part-time

employees and new starters in the year.

The calculations were carried out by identifying the 25th, 50th and 75th percentile employee, based on total remuneration for

the 2022 financial year. The calculation of total remuneration includes base pay and bonuses, benefits and employer pension

contributions paid in the financial year. In the US data set, owing to the difficulty in compiling the data for each individual, medical and

life cover benefits have been excluded from total remuneration. No other remuneration items have been omitted.

The Committee notes the limited availability of comparable pay ratios across companies and sectors given the range of business

models and employee population profiles that exist.

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

Gender pay gap

The tables below show the gender pay gap as at April 2022. As 4imprint has less than 250 employees in the UK it is not required by

the regulations to publish gender pay gap data. However, the Company believes it would be good practice to provide this data and

has published data for both the US and UK businesses separately.

Gender pay gap in hourly pay

As at April 2022

No. of men No. of women

Mean

average

Median

average

4imprint US 322 852 10.92 1.16

4imprint UK 12 29 42.10 12.01

As at April 2021

No. of men No. of women

Mean

average

Median

average

4imprint US 280 786 16.65 4.96

4imprint UK 15 31 38.41 15.09

The mean pay gap is the difference in the average hourly pay for women compared to men. In 4imprint US, men’s mean pay is

10.92% higher than women’s mean pay (2021 – 16.65% higher). In 4imprint UK, men’s mean pay is 42.1% higher than women’s mean

pay (2021 – 38.41% higher). This is due to the higher representation of men in more senior roles in the employee group in the UK.

The median pay gap represents the difference in hourly pay between the salary mid-point average of women and men. In 4imprint

US, the median hourly pay is 1.16% higher for men than for women in 2022 (2021 – 4.96% higher). In 4imprint UK, the median hourly

pay is 12.01% higher for men than for women in 2022 (2021 – 15.09% higher for men).

Gender pay gap – bonus pay

Employees receiving a bonus

Year to April 2022

Male

Female

4imprint US 93.48 95.31

4imprint UK 8.33 0.00

Year to April 2021

Male

Female

4imprint US 1.79 0.25

4imprint UK 0.00 0.00

Gender pay gap in bonus pay

Year to April 2022

No. of men No. of women

Mean

average

Median

average

4imprint US 273 812 65.83 0

4imprint UK 1 0 100.00 0

Year to April 2021

No. of men No. of women

Mean

average

Median

average

4imprint US 5 2 91.05 16.17

4imprint UK 0 0 0 0

In the UK, no bonuses were paid in the year to 5 April 2022. The bonuses shown above relate to the exercise of share options

in May 2021 and March 2022 by one member of the UK senior management team. The effect of this is to render the UK data on

bonusesanomalous.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

This is the proportion of men and women in each pay quartile. Each quartile represents 294 employees of 4imprint US and 10

employees of 4imprint UK.

Statement of voting at general meetings

Votes cast by proxy and in the meeting in respect of Directors’ remuneration were as follows:

Resolution AGM Votes for % for Votes against % against

Votes withheld

(abstentions)

Approval of Remuneration Report 2022 24,162,559 96.40 903,584 3.60 1,318

Approval of Remuneration Policy 2021 21,870,335 94.94 1,164,452 5.06 380,941

Implementation of Policy in 2023

At its meeting in January 2023, the Committee awarded the Chief Executive Officer and the Chief Financial Officer a 6.8% increase in

basic annual salary with effect from 1 January 2023. This is the first increase in Executive Directors’ base salary since 1 January 2020

and is in line with the increase applied to the remuneration of salaried employees across the business.

In addition, the Committee approved an increase of 5% in the Chairman’s annual fee to £157,500 with effect from 1 January 2023.

In relation to the annual bonus scheme for the Executive Directors and senior management team, specific performance targets

for 2023 have been set by the Committee with reference to the 2023 budget approved by the Board. The bonus plan variables,

consisting of revenue growth percentage and operating profit performance of the North American business, remain unchanged, but

the targets are not disclosed in this report for commercial reasons. As at January 2023, the Committee was confident that the targets

set were appropriately stretching.

CHARLES BRADY

CHAIR OF THE REMUNERATION COMMITTEE

14 March 2023

■ Male ■ Female

4imprint UK4imprint US

Lower quartile

Lower middle quartile

Upper middle quartile

Upper quartile

75%

71%

76%

68%

25%

29%

24%

32%

70%

90%

50%

73%

30%

10%

50%

27%

REMUNERATION REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

The Directors present their report and the audited

consolidatedand Company financial statements for the period

ended 31 December 2022. The Company’s Statement on

Corporate Governance is included in the Corporate Governance

section on pages 58 to 62 of this Annual Report. The Statement

on Corporate Governance forms part of the Directors’ Report

and is incorporated into it by cross-reference.

4imprint Group plc (registered number 177991) is a public

limited company incorporated in England and Wales, domiciled

in the UK and listed on the London Stock Exchange. It is limited

by shares. Its registered office is 25 Southampton Buildings,

London WC2A 1AL.

Dividends

Dividends are declared in US dollars and paid in Sterling,

converted at the exchange rate at the time the dividend

isdeclared.

An interim dividend of 40.00c (33.01p) per ordinary share was

paid on 16 September 2022. The Directors recommend a final

dividend of 120.00c (99.23p) per share and a special dividend

of 200.00c (165.38p) per share. The proposed final and special

dividends, if approved, will be paid on 1 June 2023 in respect of

shares registered at close of business on 5 May 2023.

The total distribution paid and recommended for 2022 on

the ordinary shares is $101.1m (2021: $12.5m) or 360.00c

per share (2021: 45.00c).

Cross-reference to Strategic Report

The Strategic Report is set out on pages 6 to 53 of the Annual

Report. It includes the Chief Executive’s Review and Financial

Review, which contain information and disclosures concerning

the Group’s financial performance and position, future

prospects, key performance indicators, TCFD reporting, principal

risks and uncertainties, risk management objectives and policies,

going concern and viability. The Board regularly considers the

Company’s approach to its risk management objectives and

policies and reviews the Company’s risk management processes.

The Board concluded that the current risk management

processes are appropriate for the nature of the business

and current Group structure. Details of the Company’s risk

management processes are set out on page 41.

In addition, the Sustainability section, which is included

within the Strategic Report, contains information in respect

of the Group’s approach to social and ethical responsibility,

the environment, health and safety, employee welfare and

diversity, equity and inclusion. These policies and practices

demonstrate the importance which the Directors place

on fostering the Group’s relationships with its employees,

customers and suppliers.

These elements of the Strategic Report are incorporated into

theDirectors’ Report by cross-reference.

Directors

The names and biographical details of the present Directors,

their Committee memberships, independence status and

identification of the Senior Independent Director are given on

pages 56 and 57. The Directors served throughout the period

ended 31December 2022 and up to the date of signing of these

financial statements.

The interests of the Directors in the shares of the Company are

shown on page 82.

None of the Directors, nor their associated companies, nor any

members of their families, had any interest either during or at

the end of the period ended 31 December 2022 in any contract

with the Company or its subsidiaries requiring disclosure under

sections 197, 198, 200, 201 and 203 of the Companies Act 2006.

Share capital

The Group’s objective for managing capital is described in

note21.

The Company has a single class of share capital which is

divided into ordinary shares of 38

p each. The shares are

in registered form.

Rights and obligations attaching to shares

Subject to applicable statutes and other Shareholders’ rights,

shares may be issued with such rights and restrictions as the

Company may by ordinary resolution decide, or, if there is

no such resolution or in so far as it does not make specific

provision, as the Board may decide. At each Annual General

Meeting (AGM), the Company seeks annual Shareholder

authority for the Company’s Directors to allot shares, in certain

circumstances, for cash. Currently, there are no such restrictions

in place over the issued share capital of the Company, other

than those required by law or regulation.

Relations with Shareholders

Substantial interests

At 31 December 2022 the Company had received notification of

the following interests in voting rights pursuant to the Disclosure

and Transparency Rules:

Date

notified

% of share

capital

(i)

Baillie Gifford & Co 16.09.22 10.95%

BlackRock, Inc. 16.05.22 9.84%

Montanaro Asset Management Limited 09.09.22 6.99%

abrdn plc 07.07.22 6.03%

JPMorgan Asset Management

HoldingsInc. 01.08.22 5.09%

Mawer Investment Management 13.05.22 4.37%

(i) Percentages are shown as a percentage of the Company’s issued

share capital when the Company was notified of the change in holding.

Copies of these, along withhistoric notifications received and any

notifications receivedsince 14 March 2023, can be found on our website

athttps://investors.4imprint.com/investors/regulatory-news/.

The Board places a high value on its relations with its investors

and consults with Shareholders in connection with specific

issues where it considers it appropriate. The Group, principally

through the Chief Executive Officer and Chief Financial

Officer, has regular dialogue and meetings with institutional

Shareholders, fund managers and analysts. Subject always to

the constraints regarding sensitive information, discussions

cover a wide range of issues, including strategy, performance,

management and ESG.

The Board considers it important to understand the views

ofShareholders, in particular any issues which concern them.

The Senior Independent Non-Executive Director is available to

meet major Shareholders if they so wish.

DIRECTORS’ REPORT

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Qualifying third party indemnity provisions

Qualifying third party indemnity agreements have been signed

by the Company in respect of Kevin Lyons-Tarr, David Seekings,

Paul Moody, Lindsay Beardsell, Charles Brady, John Gibney, Jaz

Rabadia and Tina Southall with effect from the date of their

respective appointments to the Board of Directors.

Shares held in trust for employee share schemes

The trustees of the 4imprint 2012 Employee Benefit Trust may

vote or abstain from voting on shares held in the trust in any

way they consider appropriate.

Significant agreements

There are no agreements containing provisions entitling a

counterparty to exercise termination or other rights in the event

of a change of control.

Remuneration Report

Details of the procedures and guidelines used by the

Remuneration Committee in determining remuneration are

outlined in its report on pages 73 and 74.

Purchase of own shares

Following approval at the 2022 AGM of Resolution 18, the

Company is authorised, generally and without conditions, to

make market purchases, as defined in the Companies Acts, of

its ordinary shares of 38

p subject to the provisions set out

in such Resolution. This authority applies from 24 May 2022

until the earlier of the end of the 2023 AGM or 24 August 2023

unless previously cancelled or varied by the Company in a

general meeting. No such cancellation or variation has taken

place. During the period, no shares have been purchased by the

Company, but the Employee Benefit Trust purchased 35,000

(2021: 22,500) ordinary shares.

Waiver of dividends

The dividend income in respect of the 22,860 shares (2021:

22,488 shares) held in the 4imprint 2012 Employee Benefit Trust

has been waived at the date of this report.

Going concern

The going concern statement is on page 40.

Environment and sustainability

The Board recognises its obligations to protect the environment

and is committed both to achieving required environmental

standards across all the activities of the Group and to minimising

its environmental impact. Further information about the Group’s

environmental and sustainability policy, together with TCFD

reporting disclosures and climate change scenario analysis is set

out in the Sustainability section on pages 25 to 33.

Greenhouse gas emissions report

Details regarding the Group’s carbon emissions, energy

consumption and energy efficiency are included in the Strategic

Report on pages 31 and 32.

Methodology

All of the emission sources required under the Companies Act

2006 (Strategic Report and Directors’ Report) Regulations 2013

for Scope 1 and Scope 2 emissions have been reported.

The emission factors used were from the UK Government’s GHG

Conversion Factors for Company Reporting 2022 for UK entities

and EPA conversion factors for US entities.

Political donations

No political donations were made in the period ending

31December 2022 or prior period.

Annual General Meeting

Notice of the AGM is set out in a separate document. Items of

special business to be considered at the AGM are described in

detail in the Notice of the AGM and the notes on the business to

be conducted.

Independent auditor

On the recommendation of the Audit Committee, a resolution

to reappoint Ernst & Young LLP (EY) as independent external

auditor will be proposed at the 2023 AGM, together with a

resolution granting the Directors the authority to determine

EY’sremuneration.

Directors’ statement as to disclosure of information

to independent auditor

In the case of each of the persons who are Directors of the

Company at the date this report was approved:

– So far as each of the Directors is aware, there is no relevant

audit information (as defined in the Companies Act 2006) of

which the Company’s auditor is unaware.

– Each of the Directors has taken all of the steps that he or

she ought to have taken as a Director to make himself or

herself aware of any relevant audit information (as defined)

and to establish that the Company’s auditor is aware of

thatinformation.

Approved by the Board and signed on its behalf by

EMMA TAYLOR

COMPANY SECRETARY

14 March 2023

DIRECTORS’ REPORT CONTINUED

4imprint Group plc Annual Report and Accounts 2022

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with applicable

United Kingdom law and regulations.

Company law requires the Directors to prepare financial

statements for each financial period. Under that law the

Directors have elected to prepare the Group and Company

financial statements in accordance with UK-adopted

International Accounting Standards (IFRSs). Under company law

the Directors must not approve the financial statements unless

they are satisfied that they give a true and fair view of the state

of affairs of the Group and the Company and of the profit or

lossof the Group for that period.

In preparing the financial statements, the Directors are

requiredto:

– Select suitable accounting policies in accordance with IAS 8

‘Accounting Policies, Changes in Accounting Estimates and

Errors’ and then apply them consistently.

– Make judgments and accounting estimates that are

reasonable and prudent.

– Present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information.

– Provide additional disclosures when compliance with the

specific requirements in IFRSs is insufficient to enable

users to understand the impact of particular transactions,

other events and conditions on the Group’s and Company’s

financial position and financial performance.

– In respect of the Group’s and Company’s financial

statements, state whether IFRSs have been followed, subject

to any material departures disclosed and explained in the

financial statements.

– Prepare the financial statements on the going concern basis

unless it is appropriate to presume that the Group and

Company will not continue in business.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Group and

Company’s transactions and disclose with reasonable accuracy

at any time the financial position of the Group and Company

and enable them to ensure that the financial statements comply

with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Group and Company and hence

for taking reasonable steps for the prevention and detection of

fraud and other irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report, Directors’

Report, Remuneration Report and Corporate Governance

Statement that comply with that law and those regulations.

TheDirectors are responsible for the maintenance and integrity

of the corporate and financial information included on the

Company’swebsite.

Each of the Directors, whose names and functions are listed in

the Board of Directors on pages 56 and 57, confirm, to the best

of their knowledge:

– That the consolidated financial statements, prepared in

accordance with IFRSs, give a true and fair view of the assets,

liabilities, financial position and profit of the Company and

undertakings included in the consolidation taken as a whole.

– That the Annual Report, including the Strategic Report,

includes a fair review of the development and performance

of the business and the position of the Company and

undertakings included in the consolidation taken as a

whole, together with a description of the principal risks

anduncertainties that they face.

– That they consider the Annual Report, taken as a whole,

is fair, balanced and understandable and provides the

information necessary for Shareholders to assess the

Group’s position, performance, business model and strategy.

Approved on the 14 March 2023 by

KEVIN LYONS-TARR DAVID SEEKINGS

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

INDEPENDENT AUDITOR’S REPORT

To the members of 4imprint Group plc

Opinion

In our opinion:

– 4imprint Group plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and

fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2022 and of the Group’s profit for the year

thenended;

– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

– the Company financial statements have been properly prepared in accordance with UK adopted international accounting

standards as applied in accordance with section 408 of the Companies Act 2006; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of 4imprint Group plc (the “Company”) and its subsidiaries (the “Group”) for the year-ended

31 December 2022 which comprise:

Group Company

Consolidated balance sheet as at 31 December 2022 Balance sheet as at 31 December 2022

Consolidated income statement for the year then ended Statement of changes in equity for the year then ended

Consolidated statement of comprehensive income for the year

then ended

Statement of cash flows for the year then ended

Consolidated statement of changes in equity for the year

thenended

Related notes A to M to the financial statements including a

summary of significant accounting policies

Consolidated statement of cash flows for the year then ended

Related notes 1 to 28 to the financial statements, including a

summary of significant accounting policies

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international

accounting standards and as regards the Company financial statements, as applied in accordance with section 408 of the Companies

Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain

independent of the Group and the Company in conducting the audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and Company’s

ability to continue to adopt the going concern basis of accounting included:

– We confirmed our understanding of the Board’s going concern assessment process and also engaged with management early

to ensure key factors were considered in their assessment. Management have performed their going concern assessment for

the period ending on 29 June 2024. Management consider the key factor that would affect the going concern assumption for the

Group to be a severe downturn in customer demand;

– We obtained the Board’s going concern assessment, including cash flow forecasts which cover the period to 29 June 2024.

The Board prepared “base case” and “downside case” cash flow forecast models. The downside scenarios assume a significant

deterioration in demand patterns during 2023, similar to those experienced in 2020 when the pandemic started, with order

volumes for the first year of the three-year forecast period dropping back to around 70% of 2022 levels, before gradually

recovering. Management’s base case and downside forecasts demonstrate that the Group retains sufficient liquidity in the going

concern period to 29 June 2024;

– We considered the appropriateness of methods used to calculate the cash forecasts and determined, through inspection of

the methodology and testing of the calculations, that the methods utilised were appropriately sophisticated to be able to make

an assessment for the Group and Company. We also confirmed the mathematical integrity of management’s scenarios. We

evaluated the historical accuracy of management’s forecasting and considered this against external analyst expectations. We have

concluded that management’s estimates have historically been appropriate and conservative, and this is supported by post year-

end results to date;

4imprint Group plc Annual Report and Accounts 2022

– We have assessed the Board’s considerations related to material climate change impacts, including the re-certification of the

Group’s carbon neutral status during the year, the completion of a capital investment project in the form of a 2,660 panel ground-

mounted solar array at their distribution centre in Oshkosh and developing Better Choices™, their sustainable product initiative;

– We have checked the amount and maturity of the $20m US line of credit and £1m UK overdraft facility, which expire on 31 May

2024 and 31 December 2023, respectively, to facility agreements. These facilities remain undrawn and covenant requirements

attached to the $20m US line of credit have also been tested to the facility agreement. There are no covenants on the £1m

UKoverdraft;

– We obtained the Board’s forecast covenant calculations for the committed but undrawn $20m US line of credit which cover the

period until expiry (31 May 2024). We tested inputs into the covenant forecast calculations back to the base case and confirmed

the Group has significant headroom and no forecast breach in covenants. Both the base case and the downside case cash flow

forecasts assume no utilisation of the $20m line of credit or £1m UK overdraft facility;

– We assessed management’s consideration of the geopolitical and macro-economic environment and the impact on the Group’s

operations, noting that the Group has no operations in Russia, Ukraine or Belarus. The possible impact to the Group would likely

manifest itself through inflationary pressures;

– We tested the key assumptions included in each of the cash flow forecast models. We tested the assumption regarding significant

declines in revenue included in the downside scenarios as well as the recovery rates;

– We performed sensitivity analysis on the downside scenarios assuming increased product costs and reduction in demand, to

identify the impact on the Group’s liquidity. This did not identify liquidity issues. Moreover, the Group has demonstrated its ability

to manage through historic recessions and the more recent COVID-19 pandemic;

– We performed reverse stress testing on the base case forecast to identify what reduction in revenue would be required before

the Group’s liquidity is exhausted during the going concern period. We assessed whether significant declines in revenue beyond

those experienced during the pandemic were plausible;

– We considered the mitigating factors that are within the control of the Group which include the ability to reduce marketing costs,

direct costs, capex spend and flex dividends. In addition, if required, other payroll and overhead costs could also be reduced;

– We consider the severe but plausible scenarios identified as part of the going concern assessment appropriately reflect the

principal risks of the business and reasonable possible changes in key assumptions;

– In our stress test and reverse stress test model, we have excluded the $20m US line of credit and the £1m UK overdraft facility;

– Our reverse stress test models on the base case and downside scenarios showed that with available mitigation, the Group would

have sufficient liquidity to meet its liabilities as they fall due throughout the going concern period; and

– We read the Group’s going concern disclosures included in the Annual Report in order to evaluate whether the disclosures were

appropriate and in conformity with the applicable reporting standards.

We have observed a continued recovery in performance of both the US and UK&I segments of the business since 2021, the cash and

bank deposits of $86.7m (2021: cash of $39.8m) at the balance sheet date and sustained trading results in the first month of 2023.

Based on the work we have performed, we have not identified material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for the period to

29June 2024.

In relation to the Group and Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections

of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the

Group’s ability to continue as a going concern.

Overview of our audit approach

Audit scope – We performed an audit of the complete financial information of two full scope components and audit

procedures on specific balances for a further five components.

– The components where we performed full or specific audit procedures accounted for 100% of profit before

tax,100% of revenue and 100% of total assets.

Key audit

matters

– Management override of internal controls through manual journals to revenue;

– Management override of internal controls through manual journals to supplier rebate income; and

– Management override of internal controls related to the expected credit loss provision on unbilled

accruedrevenue.

Materiality – Overall Group materiality of $5.2m (2021: $1.5m) which represents 5% (2021: 5%) of profit before tax for

thecurrent period. Prior year Group materiality was calculated at 5% of the average profit before tax using

theprior year and previous two financial periods.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

An overview of the scope of the Company and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit

scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated and Company

financial statements. We take into account size, risk profile, the organisation of the Group and effectiveness of group-wide controls,

changes in the business environment, the potential impact of climate change and other factors such as recent wider geopolitical and

macroeconomic issues when assessing the level of work to be performed at each company.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative

coverage of significant accounts in the financial statements, of the 7 (2021: 7) reporting components of the Group, we selected 7

(2021: 7) components covering entities within the United States of America and the United Kingdom, which represent the principal

business units within the Group.

Of the 7 (2021: 7) components selected, we performed an audit of the complete financial information of 2 (2021: 2) components

(full scope components) which were selected based on their size or risk characteristics. For the remaining 5 (2021: 5) components

(specific scope components), we performed audit procedures on specific accounts within those components that we considered

had the potential for the greatest impact on the significant accounts in the financial statements either because of the size of these

accounts or their risk profile.

The reporting components where we performed audit procedures accounted for 100% (2021: 100%) of the Group’s profit before tax,

100% (2021: 100%) of the Group’s revenue and 100% (2021: 100%) of the Group’s total assets.

For the current year, the 2 (2021: 2) full scope components contributed 100% (2021: 104%) of the Group’s profit before tax, 98%

(2021: 98%) of the Group’s revenue and 98% (2021: 98%) of the Group’s total assets.

The 5 (2021: 5) specific scope components contributed 0% (2021: (4)%) of the Group’s profit before tax, 2% (2021: 2%) of the Group’s

revenue and 2% (2021: 2%) of the Group’s total assets. The audit scope of these components may not have included testing of all

significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group.

Changes from the prior year

There have been no changes in scoping from the prior year.

Involvement with component teams

All audit work performed for the purposes of the audit was undertaken by the Group audit team except for our inventory existence

procedures in respect of one full scope component. These procedures were undertaken by another EY global network firm operating

under the Group audit team’s instruction and were attended in person.

The Group audit team interacted with management throughout the audit and completed site visits to the Group’s locations in the

United States of America as part of our year-end testing, and to the Group’s location in the United Kingdom as part of our interim

and year-end audit procedures.

The Group audit engagement partner participated in the interim and closing meetings for all components.

Climate change

Stakeholders are increasingly interested in how climate change will impact 4imprint Group plc. The Group has determined that the

most significant future impacts from climate change on their operations will be from extreme weather-related events and potential

reputation and brand damage from failure to take deliberate and tangible action to reduce its GHG emissions and changes in

consumer preferences towards sustainable products. These are explained on pages 28 to 31 in the required Task Force for Climate

related Financial Disclosures in the sustainability section and on pages 41 to 49 in the principal risks and uncertainties. All of these

disclosures form part of the “Other information,” rather than the audited financial statements. Our procedures on these unaudited

disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our

knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on

“Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

As explained in the Group’s viability statement, governmental and societal responses to climate change risks are still developing,

and the degree of certainty of these changes means that they cannot be taken into account when determining asset and liability

valuations under the requirements of UK adopted International Accounting Standards.

The Group has included environmental matters in its strategic objectives and the cash flow impacts of its environmental initiatives

areincorporated into the financial forecasts used to assess viability and going concern.

Our audit effort in considering the impact of climate change in the financial statements was focused on evaluating management’s

assessment of the impact of climate risk on future cash flow forecasts, including changes in consumer preferences towards

sustainable products, which was used in their assessment of going concern, viability, recoverability of deferred tax assets and

associated disclosures.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 4imprint Group plc

4imprint Group plc Annual Report and Accounts 2022

We also assessed the appropriateness of the Directors’ considerations of climate change risks in their assessment of going concern

and viability and associated disclosures.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to

impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit

of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk 1 – Management override of internal controls through manual journals to revenue

Description of risk:

There is a risk that management may override controls to intentionally misstate revenue transactions through inappropriate

manualjournal entries to revenue and consequently underlying operating profit.

Investor focus on the Group’s revenue performance, together with the re-introduction of the management reward and incentive

schemes in 2022 which are based on revenue percentage growth and underlying operating profit targets, create an incentive for

management to manipulate revenue recognition.

There are no significant judgments involved in the recognition of revenue and our audit risk is focussed on manual journals to the

revenue accounts. Therefore, we concluded there was a risk that management may override controls to intentionally:

a) overstate revenue, and therefore operating profit, in order to report an improved recovery to the market; or

b) understate revenue, and therefore operating profit, in order to provide a contribution towards meeting targets for

management rewards and incentive schemes in the next financial period.

Revenue for the year was $1,140m (2021: $787m) and operating profit was $103m (2021: $31m).

Refer to the accounting policies (pages 107 and 108); and note 1 of the consolidated financial statements (page 112).

Our response to the risk:

We identified, documented and confirmed our understanding of the Group’s revenue recognition policies and performed a

walkthrough to assess the design and implementation of key controls over the revenue process.

We performed testing to validate a sample of revenue transactions extracted from the sales invoicing system to revenue recorded

and reconciled in the general ledger.

We performed data analytics testing over the entire revenue process from revenue recognition through to invoice settlement via

cash. Where the postings did not follow our expectation, we investigated outliers and tested these journal entries to assess their

validity by agreeing the transactions back to source documentation.

We tested manual journal entries posted to revenue accounts, applying parameters designed to identify entries that were not in

accordance with our expectations. This included analysing and selecting journals for testing which appeared unusual in nature due

to size, preparer or being manually posted as there is greater opportunity to record fictitious entries than with automated journals

and therefore outside the normal course of business.

We investigated material classes of journals which did not flow through this process in line with our expectations to confirm our

understanding and ensure these were genuine transactions and appropriately accounted for.

We also introduced unpredictability into our manual journal entries testing. We corroborated such journals to source

documentation to confirm that the entries supported the revenue recognised and that the entries were valid.

We performed audit procedures over this risk area on 4imprint, Inc. and 4imprint Direct Limited which covered 100% (2021: 100%)

of revenue for the year.

Key observations communicated to the Audit Committee:

We did not identify evidence of management override through inappropriate journal entries recorded to revenue in the period.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Risk 2 – Management override of internal controls through manual journals to supplier rebate income

Description of risk:

The Group receives significant rebate income from its suppliers, primarily through 4imprint, Inc. These relate to volume-based

rebates on purchases made from key product suppliers throughout the financial period.

The rebates received are determined by formal signed agreements with suppliers and depend on the level of spend and product

mix within the financial period. Supplier agreements are coterminous with the Group’s year-end. The percentage of purchases paid

as a rebate from certain suppliers increases based on predetermined purchase thresholds within supplier agreements.

There is a risk that management may override controls to intentionally misstate supplier rebate income, and consequently

operating profit, through inappropriate manual journal entries. The incentives for doing so are consistent with those noted in our

“Management override of internal controls through manual journals to revenue” matter noted above.

Rebate contracts include variable rebate rates which are dependent on product categories and volumes purchased. There are

no significant judgments involved in the recognition of supplier rebate revenue or the supplier rebate receivable. As such, our

assessment considers the risk that management may override controls to intentionally:

a) Overstate supplier rebate income when compared to the eligible amounts set out in the rebate agreements and/or are

recognised in advance of achievement of the right to earn the income; or

b) Understate supplier rebate income when compared to the eligible amounts set out in the rebate agreements and/or

recognition is incorrectly deferred to the following period when the achievement of the right to earn the income has been met.

There is, however, an element of judgment included in assessing the recoverability of the rebate income receivable at the balance

sheet date. For the current year the Group recognised $26m (2021: $18m) of rebate income including a rebate receivable balance

of $19m (2021: $13m) at the balance sheet date.

Refer to the accounting policies (page 108); and note 14 of the consolidated financial statements (pages 120 to 122).

Our response to the risk:

We identified, documented and confirmed our understanding of the Group’s supplier rebate recognition policies and performed a

walkthrough to assess the design and operating effectiveness of key controls over the rebate revenue process.

For a sample of supplier rebates, we obtained rebate agreements and inspected them to assess whether rebates received, and

receivable, by the Group had been accounted for in the correct financial period and in accordance with specific terms agreed

withsuppliers.

We recalculated expected supplier rebate income and receivables based upon spend with suppliers in the period, taking account

ofagreed rebate rates per signed agreements and cash received during the year for rebate income.

We obtained direct confirmations from a sample of suppliers to agree rebate receivables due at the balance sheet date.

We compared a sample of cash receipts received in the year to the prior year receivables balances to assess the historical accuracy

of management’s rebate calculations and assessment of recoverability of amounts outstanding at the year-end.

We checked a sample of purchase transactions to the purchase reports used in the rebate calculations to assess whether rebate

transactions were recorded in the correct period and with regard to the relevant supplier and for the correct amounts. We

inspected a sample of post year-end credit notes to check the recoverability of rebate receivable balances.

We tested manual journal entries to rebate income accounts by applying parameters designed to identify entries that were

not in accordance with our expectations. This included analysing and selecting journals for testing and corroborating to source

documentation to confirm that the entries supported the recognition of rebate income and that the entries were appropriate.

We performed audit procedures over this risk area on 4imprint, Inc. which covered 99% (2021: 92%) of supplier rebate income

and99% (2021: 90%) of the rebate income receivable balance at the reporting date.

Key observations communicated to the Audit Committee:

We did not identify evidence of management override through inappropriate journal entries recorded to rebate income in

the period. Rebate income was recorded in accordance with contractual terms, in the correct period and the related year-end

receivables balance was appropriately valued.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 4imprint Group plc

4imprint Group plc Annual Report and Accounts 2022

Risk 3 – Management override of internal controls to the expected credit loss provision on unbilled accrued revenue

Description of risk:

It is common for a customer order to include several different products, i.e., several “order lines”. Each order line is a separate

performance obligation and revenue is recognised when control of the related goods has transferred to the customer.

However, the Group’s policy is that a sales invoice is only raised once goods from all order lines have transferred to the customer.

In the prior year, disruption to the Group’s supply chain caused by the pandemic resulted in an increase in unbilled accrued

revenue on orders that had been delivered to customers but where other products on the overall customer order had not been

delivered at year-end. Whilst the unbilled accrued revenue balances have reduced in the current year, they remain material to the

financial statements.

There is a risk that management may override controls to intentionally misstate expected credit loss (ECL) provisions on

unbilled accrued revenues and consequently operating profit. The incentives for doing so are consistent with those noted in our

“Management override of internal controls through manual journals to revenue” matter noted above.

Our assessment considers the risk that management may override controls to intentionally:

a) Understate the ECL provision, and therefore overstate operating profit, in order to report an improved recovery to the market; or

b) Overstate the ECL provision, and therefore understate operating profit, in order to meet targets for management rewards and

incentive schemes in the next financial period.

Gross unbilled accrued revenue at the year-end was $18m (2021: $28m) and related expected credit loss provisions were $0.2m

(2021: $0.5m).

Refer to the accounting policies (page 110); and note 14 of the consolidated financial statements (pages 120 to 122).

Our response to the risk:

We identified, documented and confirmed our understanding of the Group’s ECL provision policy and performed a walkthrough to

assess the design and operating effectiveness of key controls over the unbilled revenue accrual process.

We tested the accuracy of input data and the clerical accuracy of the ECL provision workings. We verified that the provision was

calculated in accordance with management’s policy and that appropriate journal entries were processed to record the provision in

the financial statements.

We assessed the significant assumptions used by management in the ECL provision on unbilled accrued revenues, mainly the

probability of default of customers based on historic default rates for the previous 36 months.

We challenged default rates used by management through the recalculation of our own ECL provision. The difference between our

own calculation and management’s provision was not material. We further validated inputs used in our recalculation as follows:

a) We performed integrity testing over these data sets to ensure they were reliable and complete, agreeing back to source

documentation such as invoices and journal write offs.

b) The risk of default over an element of the unbilled accrued revenue population is mitigated where payments are received up-

front from customers at the time an order is processed.

c) We validated the accuracy of this input into our calculation by agreeing a sample of transactions back to order and cash

receipt. We have ensured cash received up-front has been appropriately allocated against the ageing of the unbilled accrued

revenue balance.

We assessed the adequacy of the disclosures in the financial statements for the provision for ECL’s on unbilled accrued revenue.

We performed audit procedures over this risk area on 4imprint, Inc. and 4imprint Direct Limited which covered 100% (2021: 100%)

of unbilled accrued revenue at the year-end.

Key observations communicated to the Audit Committee:

We did not identify evidence of management override through inappropriate ECL provisions on unbilled accrued revenue.

There have been no changes from prior year in the key audit matters included in our auditor’s report.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the

audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic

decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be $5.2m (2021: $1.5m), which is 5% (2021: 5%) of profit before tax for the current

period. Prior year Group materiality was calculated based on 5% of the average profit before tax using the prior year and previous

two financial periods.

We believe that profit before tax provides us with an appropriate basis for determining materiality as we consider the users of the

financial statements are primarily focused on earnings following the Group’s recovery from the impact of the pandemic.

Our current year materiality has therefore been calculated using profit before tax. In the prior year, Group materiality was calculated

at 5% of the average profit before tax using the prior year and previous two financial periods. If we had calculated our prior year

materiality in a consistent manner to the current year, using profit before tax, the prior year materially would have remained at a

similar amount.

We determined materiality for the Company to be £2.4m (2021: £2.4m), which is 1% (2021: 1%) of equity. We deem equity to be the

most appropriate measure given the Company is an investment holding company with no revenue.

During the course of our audit, we reassessed initial materiality for both the Group and Company.

Our final materiality for the Group ($5.2m) was higher than our initial materiality ($4.0m) owing to the Group’s improved trading

performance during the second half of the year.

There was no change in our final materiality from our original assessment at planning for the Company.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgment

was that performance materiality was 75% (2021: 75%) of our planning materiality, namely $3.9m (2021: $1.1m). We have set

performance materiality at this percentage based on our assessment of the appropriateness of the Group’s internal controls, the

nature of historic audit misstatements and the residual risk of undetected misstatements in the financial statements.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is

undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based

on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that

component. In the current year, the range of performance materiality allocated to components was $0.8m to $2.9m (2021: $0.3m

to$0.8m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $0.2m (2021:

$0.1m), which is set at 5% (2021: 5%) of planning materiality, as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds.

The increase seen in our reporting threshold compared to the prior year is due to the improved trading performance of the Group

which has resulted in the profit before tax used in calculating our materiality being higher than in the prior year.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of

other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the Annual Report set out on pages 1 to 89, including the Strategic

Report, set out on pages 6 to 53, Corporate Governance Report, set out on pages 54 to 89, and additional information set out

on pages 142 to 144 than the financial statements and our auditor’s report thereon. The Directors are responsible for the other

information contained within the Annual Report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in

this report, we do not express any form of assurance conclusion thereon.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 4imprint Group plc

4imprint Group plc Annual Report and Accounts 2022

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise

to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there

is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions 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.

In our opinion, based on the work undertaken in the course of the audit:

– the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements

areprepared is consistent with the financial statements and those reports have been prepared in accordance with applicable

legal requirements;

– the information about internal control and risk management systems in relation to financial reporting processes and about share

capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook

made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in

accordance with applicable legal requirements; and

– information about the Company’s Corporate Governance Statement and practices and about its administrative, management

andsupervisory bodies and their Committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the

audit, we have not identified material misstatements in:

– the Strategic Report or the Directors’ Report; or

– the information about internal control and risk management systems in relation to financial reporting processes and about share

capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to

you if, in our opinion:

– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received

from branches not visited by us; or

– the 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.

Corporate Governance Statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 40;

– Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is

appropriate set out on pages 38 and 39;

– Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meet

its liabilities set out on page 40;

– Directors’ statement on fair, balanced and understandable set out on page 89;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 41 to 49;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set

out on pages 41 and 69 and 70; and

– The section describing the work of the Audit Committee set out on pages 66 to 70.

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Responsibilities of Directors

As explained more fully in the Directors’ Responsibilities Statement set out on page 89, the Directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group and Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis

ofthese financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud

is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery

or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the

Company and management.

– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the

most significant are those that relate to the reporting framework (IFRS, Companies Act 2006, the UK Corporate Governance Code,

the Listing Rules of the UK Listing Authority) and the relevant tax compliance regulations in the jurisdictions in which the Group

operates, notably in the US and the UK. In addition, we concluded that there are certain laws and regulations that may have an

effect on the determination of the amounts and disclosures in the financial statements and those laws and regulations relate to

health and safety, employee, environmental, bribery and corruption practices and various US state laws;

– We understood how 4imprint Group plc is complying with those frameworks by making enquiries of Board members and

senior management executives, those responsible for legal and compliance procedures, the General Counsel and the Company

Secretary. We corroborated our enquiries through our review of Board minutes, Business Risk Management Committee

minutes, papers provided to the Audit Committee and attendance at meetings of the Audit Committee and members of the

senior executive team, and from reviewing correspondence received from regulatory bodies and noted that there was no

contradictoryevidence;

– We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur.

Indoing so, we considered investor focus and management remuneration in the current year and next year which may create

an incentive for management to manipulate earnings. We considered the possibility of fraud through management override and,

in response, we incorporated data analytics across manual journal entries into our audit approach. Where unusual results or

anomalies were identified through our data analytics, we performed additional audit procedures to address each identified risk.

These procedures included testing transactions back to source information and were designed to provide reasonable assurance

that the financial statements were free from material fraud or error. For more details, please refer to our Key Audit Matters

section above;

– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.

Ourprocedures involved testing details of manual journal entries which met our defined risk criteria based on our understanding

of the business, enquiries of the General Counsel, Group management and senior management executives of full and specific

scope components. We inspected the volume and nature of complaints by the whistleblowing hotline during the year; and any

past or present pending or threatened litigation or claims against the Group and its components; and

– We did not identify any instances of non-compliance with laws and regulations that, in our opinion, could have an impact on the

financial statements that would be more than inconsequential.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

INDEPENDENT AUDITOR’S REPORT CONTINUED

To the members of 4imprint Group plc

4imprint Group plc Annual Report and Accounts 2022

Other matters we are required to address

– Following the recommendation from the Audit Committee, we were reappointed by the Company on 18 May 2021 to audit the

financial statements for the period ending 1 January 2022 and subsequent financial periods.

– The period of total uninterrupted engagement including previous renewals and reappointments is four years, covering the

52week period ended 28 December 2019, the 53 week period ended 2 January 2021, the 52 week period ended 1 January 2022

and the 52 week period ended 31 December 2022.

– The audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

CHRISTOPHER VOOGD

SENIOR STATUTORY AUDITOR

for and on behalf of Ernst & Young LLP, Statutory Auditor

Birmingham

14 March 2023

4imprint Group plc Annual Report and Accounts 2022

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

GROUP INCOME STATEMENT

for the 52 weeks ended 31 December 2022

Note

2022

$’000

2021

$’000

Revenue 1 1,140,286 787,322

Operating expenses 2 (

1,037,384)

(7 5 6 ,6 76)

Operating profit 1 102,9 02 30,6 4 6

Finance income 1 ,1 6 2 33

Finance costs (4 2 5) (4 3 5)

Pension finance income/(charge) 67 (15)

Net finance income/(cost) 4 804 (4 17)

Profit before tax 103, 706 30, 229

Taxation 5 (2 3 , 5 6 3) (7, 6 4 3)

Profit for the period 8 0 ,14 3 22,586

Cents Cents

Earnings per share

Basic 6 28 5. 57 80.4 6

Diluted 6 284.95 80 . 26

4imprint Group plc Annual Report and Accounts 2022

100

GROUP STATEMENT OF COMPREHENSIVE INCOME

for the 52 weeks ended 31 December 2022

Note

2022

$’000

2021

$’000

Profit for the period 8 0 ,14 3 22,586

Other comprehensive income

Items that may be reclassified subsequently to the income statement:

Currency translation differences 24 (1, 614) (97)

Items that will not be reclassified subsequently to the income statement:

Return on pension scheme assets (excluding interest income) 18 (1 6 , 3 74) (1, 3 9 1)

Re-measurement gains on post-employment obligations 18 11 , 9 16 2,506

Tax relating to components of other comprehensive income 5 1,7 5 6 (1, 4 11)

Other comprehensive income for the period, net of tax (4 , 316) (3 93)

Total comprehensive income for the period, net of tax 75,827 2 2 ,193

101

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

4imprint Group plc Annual Report and Accounts 2022

GROUP BALANCE SHEET

at 31 December 2022

Note

2022

$’000

2021

$’000

Non-current assets

Property, plant and equipment 8 2 9, 2 5 5 24 , 6 6 7

Intangible assets 9 957 1, 0 4 5

Goodwill 10 1,0 10 –

Right-of-use assets 11 13, 103 11,7 2 5

Deferred tax assets 12 2, 3 81 600

Retirement benefit asset 18 1, 2 3 4 1, 9 74

47,940

4 0 , 0 11

Current assets

Inventories 13 18 , 0 9 0 20 , 559

Trade and other receivables 14 8 7, 5 1 1 63,589

Current tax debtor – 2,03 4

Other financial assets – bank deposits 15 3 4 , 9 13 –

Cash and cash equivalents 15 51, 8 3 9 41, 5 8 9

192 , 3 5 3 1 2 7, 7 7 1

Current liabilities

Lease liabilities 16 (1, 4 3 5) (1,15 0)

Trade and other payables 17 (8 4 , 761) (7 1, 8 7 7)

Current tax creditor (1, 2 0 5) –

(87 ,401) (73,027)

Net current assets 104,952 5 4 ,74 4

Non-current liabilities

Lease liabilities 16 (12 , 3 1 5) (10 , 9 3 9)

Deferred tax liabilities 19 (357) (850)

(12 , 6 7 2) (11 , 7 8 9)

Net assets 14 0, 2 2 0 82,9 66

Shareholders’ equity

Share capital 22 18 , 8 4 2 18 , 8 4 2

Share premium reserve 6 8 , 4 51 6 8 , 4 51

Other reserves 24 4 ,406 6 , 020

Retained earnings 4 8 ,521 (10 , 3 4 7)

Total Shareholders’ equity 14 0 , 2 2 0 8 2,9 6 6

The financial statements on pages 100 to 130 were approved by the Board of Directors on 14 March 2023 and were signed on its

behalfby:

KEVIN LYONS-TARR DAVID SEEKINGS

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

4imprint Group plc Annual Report and Accounts 2022

102

GROUP STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

for the 52 weeks ended 31 December 2022

Share capital

$’000

premium

reserve

$’000

Other

reserves

(note 24)

$’000

Retained earnings

Total

equity

$’000

Own shares

$’000

Profit

and loss

$’000

Balance at 3 January 2021 18 , 8 4 2 6 8 , 4 51 6 ,117 (5 8 1) (2 7, 4 5 8) 6 5 , 371

Profit for the period 22,586 22,586

Other comprehensive income

Currency translation differences (97) (97)

Re-measurement gains on post-employment obligations 1 ,11 5 1 ,115

Tax relating to components of other comprehensive income

(note 5) (1 , 4 11) (1 , 4 11)

Total comprehensive income (97) 22, 29 0 2 2 ,19 3

Own shares utilised 573 (57 3) –

Own shares purchased (8 4 3) (8 43)

Share-based payment charge 6 02 6 02

Deferred tax relating to share options (note 5) 5 5

Deferred tax relating to UK tax losses (note 5) (2 28) (2 28)

Dividends (4 ,13 4) (4 ,13 4)

Balance at 1 January 2022 18 , 8 4 2 6 8 , 4 51 6 , 020 (8 51) (9, 49 6) 82 ,96 6

Profit for the period 8 0 ,1 4 3 8 0 ,1 4 3

Other comprehensive income

Currency translation differences (1, 614) (1, 614)

Re-measurement losses on post-employment obligations (4 , 4 5 8) (4 , 4 5 8)

Tax relating to components of other comprehensive income

(note 5) 1,75 6 1,7 5 6

Total comprehensive income (1, 614) 7 7, 4 4 1 75,827

Proceeds from options exercised 344 34 4

Own shares utilised 1,1 9 1 (1 ,1 9 1) –

Own shares purchased (1, 2 1 0) (1, 2 1 0)

Share-based payment charge 815 815

Deferred tax relating to share options (note 5) 52 52

Deferred tax relating to UK tax losses (note 5) 14 8 14 8

Dividends (18,7 2 2) (18 ,7 2 2)

Balance at 31 December 2022 18, 8 4 2 6 8 , 4 51 4,406 (87 0) 4 9, 3 9 1 14 0, 2 2 0

4imprint Group plc Annual Report and Accounts 2022

103

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

GROUP CASH FLOW STATEMENT

for the 52 weeks ended 31 December 2022

Note

2022

$’000

2021

$’000

Cash flows from operating activities

Cash generated from operations 25 9 7, 0 4 0 18 , 2 5 7

Tax paid (2 0 ,7 5 5) (6,4 1 4)

Finance income received 1 ,1 3 0 33

Finance costs paid (3 3) (65)

Lease interest 16 (3 9 8) (37 7)

Net cash generated from operating activities 76, 98 4 11, 4 3 4

Cash flows from investing activities

Purchases of property, plant and equipment (7 ,719) (3,083)

Purchases of intangible assets (3 41) (3 82)

Proceeds from sale of property, plant and equipment 49 –

Consideration for business combination 10 (1, 7 0 0) –

Increase in current asset investments – bank deposits (3 5 ,0 0 3) –

Net cash used in investing activities (4 4 ,7 14) (3, 4 65)

Cash flows from financing activities

Capital element of lease payments 16 (1, 2 2 5) (1 ,11 7 )

Proceeds from share options exercised 344 –

Purchases of own shares (1, 2 1 0) (8 4 3)

Dividends paid to Shareholders 7 (18 ,7 2 2) (4 ,13 4)

Net cash used in financing activities (20,813) (6 ,0 9 4)

Net movement in cash and cash equivalents 11, 4 5 7 1, 8 7 5

Cash and cash equivalents at beginning of the period 41, 5 8 9 3 9,76 6

Exchange losses on cash and cash equivalents (1, 2 0 7) (52)

Cash and cash equivalents at end of the period 15 51, 8 3 9 41, 5 8 9

4imprint Group plc Annual Report and Accounts 2022

104

General information

4imprint Group plc, registered number 177991, is a public limited company incorporated in England and Wales, domiciled in the UK

and listed on the London Stock Exchange. Its registered office is 25 Southampton Buildings, London WC2A 1AL.

The Group presents the consolidated financial statements in US dollars and numbers are shown in US dollars thousands. A

substantial portion of the Group’s revenue and earnings are denominated in US dollars and the Board is of the opinion that a US

dollar presentation gives a more meaningful view of the Group’s financial performance and position.

Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have

been consistently applied to all the periods presented.

Basis of preparation

The financial statements have been prepared under the historical cost convention in accordance with UK-adopted International

Accounting Standards.

New accounting standards applicable for the first time in this reporting period have no impact on the Group’s results or

balance sheet.

Environmental risks

In preparing the financial statements, management has considered the impact of environmental risks. Whilst the impact of

environmental risks is still developing and therefore all possible future outcomes are uncertain, risks known to the Group have been

considered in forming judgments, estimates and assumptions and in assessing viability and going concern. These considerations did

not have a material impact on the financial statements.

Going concern

In making their assessment of going concern from the date of approval of these financial statements until 29 June 2024, the Directors

have carefully considered the Group’s prospects:

– The Group’s strategy, market position and business model, as set out in the Strategic Report section on pages 9 to 19 of the 2022

Annual Report.

– The principal risks and uncertainties facing the Group, as outlined in the Principal Risks & Uncertainties section on pages 41 to 49

of the 2022 Annual Report and further detailed below.

– Information contained in the Financial Review concerning the Group’s financial position, cash flows and liquidity.

– Regular management reporting and updates from the Executive Directors.

– Recent detailed financial forecasts and analysis.

Principal risks and uncertainties

The Directors have carefully considered the Group’s principal risks and uncertainties in assessing the Group’s prospects, which

include strategic risks, operational risks, reputational risks, and environmental risks. Whilst all the risks identified could have an

impact on the Group, given the prevailing external climate and potential to impact the Group’s financial position and longer-term

viability, macroeconomic and environmental risks are considered in further detail below.

Macroeconomic risks

Whilst the risk of a negative effect on demand for our products from the pandemic is considered to have receded during the year,

the macroeconomic and geopolitical environment remains challenging.

The ongoing uncertainty associated with the outlook for a potential global recession and continued geopolitical unrest poses

downside risks to growth and the cost base. Inflationary pressures (mainly in relation to product, transportation, and labour costs)

have persisted since the onset of the pandemic although the impact on the business has to date been successfully mitigated

through appropriate and timely adjustments to the customer proposition, the marketing mix and expense budgets. In addition, the

maintenance of high levels of liquidity has facilitated continued investment in the business for future growth.

The operational and financial resilience of the business through the pandemic and current economic and political uncertainty,

coupled with the strong financial position of the Group, give the Board confidence that the strategy, competitive position, and

business model remain entirely relevant and that despite residual uncertainty as to future market conditions, the Group expects to

be in a good position both to withstand further economic stress and to take market share opportunities as they arise.

The potential impacts from the current macroeconomic risks and associated mitigating actions have been reflected in the demand

and cost assumptions of the financial forecasts used to assess viability and going concern.

Environmental risks

As a primary strategic objective of the Group and as noted above in the assessment of prospects, environment-related risks and

opportunities are specifically considered by the Board in their assessment of viability and going concern.

The Group has established an appropriate governance structure, in the form of the Group Environmental Committee and Business

Risk Management Committee, to identify new and emerging risks related to climate change and the environment.

NOTES TO THE FINANCIAL STATEMENTS

4imprint Group plc Annual Report and Accounts 2022

105

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Going concern continued

Environmental risks have the potential to impact the Group’s ability to achieve its strategic objectives through damage to our

reputation, our operational facilities and those of our supplier partners, and the failure to respond to trends and shifts in consumer

product preferences.

As detailed more fully in the Sustainability section, the Group has proactively responded to these risks with several initiatives.

These include the achievement of CarbonNeutral

company status, the installation of a solar panel array at our distribution centre

in Oshkosh, the introduction of our Better Choices™ programme to make it easier for our customers to find products with the

characteristics that are most important to them, and participation in the UPS carbon neutral shipping programme. The flexible nature

of our ‘drop-ship’ model and close relationships maintained with key and alternative suppliers allows for relatively rapid adjustment t o

episodes of extreme weather.

Whilst governmental and societal responses to climate change risks are still developing, and therefore all possible future outcomes

are not known, the Group has embedded environmental matters into its strategic objectives and sees climate change and other

aspects of environmental stewardship as a fundamental part of a commitment to build a commercially and environmentally

sustainable business that delivers value to all stakeholders.

The cash flow impacts of our environmental initiatives are incorporated into the financial forecasts used to assess viability and

going concern.

Assessment of going concern

Whilst the principal risks and uncertainties outlined on pages 41 to 49 of the 2022 Annual Report could all have an impact on the

Group’s performance, the Board considers that the key factor that would prejudice the ongoing viability and liquidity of the Group

would be a severe downturn in demand, which negatively impacts new customer acquisition and existing customer retention.

The ‘base case’ three-year plan, developed for the purposes of the Group’s strategic planning process, provides the basis for

the financial modelling used to assess viability. Over the three-year period this ‘base case’ shows improving financial results, an

accumulating cash balance and no liquidity concerns.

Severe, but plausible, downside demand assumptions were then determined and used to adjust the ‘base case’ forecast to model

the effects on the Group’s liquidity. These ‘downside’ scenarios assume a significant deterioration in demand patterns during 2023,

similar to those experienced in 2020 when the pandemic started, with order volumes for the first year of the three-year forecast

period dropping back to around 70% of 2022 levels, before gradually recovering back to 2022 order levels by 2025. Marketing and

direct costs were flexed in line with revenue, capital expenditure was moderated to reflect the reduction in demand, and dividend

payments were reduced in line with earnings per share, but other payroll and overhead costs remained at 2022 levels with an

allowance for inflationary increases. These ‘downside’ scenarios are intended to simulate a severe shock to demand resulting in

sustained diminished corporate demand in a downsized promotional products market.

Even under the severe stress built into the ‘downside’ models, the Group retains strong liquidity throughout the assessment period.

This liquidity is in the form of cash balances. In addition, there are further mitigating actions that the Group could take, including

further cutting marketing costs and reducing headcount, that are not reflected in the distressed forecast but would, if required, be

fully under the Group’s control.

Given the scalability of the Group’s business model, as demonstrated over the past few years, the absence of external financing, and

low fixed or working capital requirements, a reverse stress testing scenario has not been undertaken. The Group has proven, during

the onset of the pandemic in 2020, its ability to flex its marketing and other costs to mitigate the impact of falls in revenue and retains

flexibility to further reduce other costs should the need arise.

Though the Group maintains a $20m line of credit with its US bankers that expires on 31 May 2024 and a small overdraft facility

with its UK bankers that expires on 31 December 2023, the modelling in both the ‘base case’ and ‘downside’ scenarios shows the

maintenance of positive cash balances throughout the assessment period and, as such, there is no current requirement to utilise the

facilities or intention to secure any additional facilities.

The assumptions used in the ‘base case’ and ‘downside’ scenarios and resulting financial forecasts have been reviewed and approved

by the Board. The conclusion of this review is that the Group has significant flexibility in its variable costs, a low fixed cost base, and

enters the 2023 financial year with a strong cash and bank deposits position of $86.8m, enabling it to remain cash positive even

under severe economic stress.

Going concern

Based on their assessment, the Directors have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s and Company’s ability to continue as a going concern from

the date the financial statements are approved until 29 June 2024. Accordingly, they continue to adopt the going concern basis in

preparing the Group’s and Company’s financial statements.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

106

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries for the period.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power to direct the activities of the entity. The financial statements of subsidiaries, as amended to conform to Group

accounting policies, are included in the consolidated financial statements from the date that control commences until the date that

control ceases.

All subsidiaries have the same year-end date as the Group.

Estimates and judgments

The preparation of the consolidated financial statements requires management to make judgments and estimates that affect the

application of accounting policies, the amounts reported for assets and liabilities as at the balance sheet date and the amounts

reported for revenues and expenses during the year.

Critical accounting judgments are those judgments, apart from those involving estimations, that have been made in the process

of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial

statements. Key assumptions and sources of estimation uncertainty are those that have a significant risk of resulting in a material

adjustment to the carrying amounts of the Group’s assets and liabilities within the next financial year.

Management considers the following to be the critical accounting judgments and key assumptions and sources of

estimation uncertainty:

Critical accounting judgments

Revenue

For most of its product line, the Group operates a ‘drop-ship’ business model whereby suppliers hold blank inventory, imprint the

product and ship directly to customers. In order to determine the amount of revenue to recognise, it is necessary for the Group to

make a judgment to assess if it is acting as principal or an agent in fulfilling the performance obligations and promises to customers

for these transactions.

The Group has full discretion to accept orders, agrees artwork with the customer, sets the transaction price, selects the suppliers

used to fulfil orders, and considers its customer satisfaction promises (‘on-time or free’, price and quality guarantees) to be integral to

meeting its performance obligations.

Accordingly, the Group is of the opinion that it acts as principal in providing goods to customers and recognises the gross amount of

consideration as revenue.

Retirement benefit asset

At the balance sheet date, the fair value of the defined benefit assets exceeded the present value of the defined benefit obligations

of the 4imprint 2016 Pension Plan. Although the Group anticipates that the surplus will be utilised during the life of the plan to

address members’ liabilities, the Group recognises the surplus in full on the basis that it is management’s judgment that there are no

restrictions on the return of residual plan assets in the event of a winding up of the plan after all member obligations have been met.

Key assumptions and sources of estimation uncertainty

Pensions

As detailed in note 18, the Group sponsors a defined benefit pension scheme closed to new members and future accrual. Period-

end recognition of the liabilities under this scheme requires a number of significant actuarial assumptions to be made, including

inflation rate, discount rate and mortality rates. Small changes in assumptions can have a significant impact on the amounts recorded

in other comprehensive income and on the pension liabilities in the balance sheet. Sensitivities to changes in these assumptions are

disclosed in note 18.

Other areas of judgment and accounting estimates

The consolidated financial statements include other areas of judgment and accounting estimates. Whist these areas do not meet

the IAS 1 definition of critical accounting judgments or significant accounting estimates, the recognition and measurement of certain

material assets and liabilities are based on assumptions and/or uncertainties. The other areas of judgment and accounting estimates

include the estimation of the future cash flows of subsidiary companies and the determination of appropriate discount rates, growth

rates, and probability of default rates necessary for undertaking impairment reviews and assessing the recoverability of assets (refer

to note 8 for further information on the impairment review process), and levels of provisions required in relation to trade and other

receivables (refer to note 14) and inventories (refer to note 13).

4imprint Group plc Annual Report and Accounts 2022

107

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Other accounting policies

Revenue

The activity from which the Group derives revenue is the sale and delivery of promotional products.

The Group primarily operates a ‘drop-ship’ model in which it acts as principal as it has control over the goods and services before

transfer to the customer. The Group also acts as principal for apparel goods that are decorated within the Group’s facilities and

shipped directly to the customer. The Group recognises the gross amount of consideration as revenue in both instances.

It is common for a customer order to include several different product lines. Individual order lines are separately priced, have

separately agreed delivery dates, and are capable of being used or enjoyed by the customer on their own, separately from any

other order lines included in the overall customer order. The Group therefore considers each order line to constitute a separate

performance obligation. Revenue is recognised at a point in time upon delivery and acceptance by the customer as this is when

control of the goods has transferred.

The price for each order line is fixed at the time of order, inclusive of any discounts given for that order line. Revenue is shown net o f

discounts, credits, refunds, VAT and sales tax. The value of provisions for credits and refunds is determined using the expected valu e

methodology based upon historical experience of credits/refunds issued and levels of revenue.

Payment terms vary by customer but are generally either payment with order or within 30 days of delivery.

Supplier rebates

Amounts due under rebate agreements are recognised based on volumes of products purchased during the period to which

the rebates relate at the relevant rebate rates, per supplier agreements. Amounts are credited to the cost of purchase of goods

for resale and any accrued income is included in other receivables. Provision is made against such receivables to the extent it is

considered that the amounts are not recoverable.

Segmental reporting

The reporting requirements of IFRS 8 require operating segments to be identified based on internal reports about components of

the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess

their performance. The chief operating decision maker has been identified by the Directors as the Board. The Group has two

operating segments, North America and UK & Ireland. The costs of the Head Office are reported separately to the Board, but this is

not an operating segment.

Leases

A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange

for consideration. At the commencement date of a lease a right-of-use asset and a lease liability are recognised in the

financial statements.

The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate implicit

in the lease or, if that rate cannot be determined, the lessee’s incremental borrowing rate. Subsequently the lease liability decreases

by the lease payments made, offset by interest on the liability, and may be re-measured to reflect any reassessment of expected

payments or to reflect any lease modifications.

The right-of-use asset is initially measured at cost. This comprises the amount of the initial lease liability plus: any lease payments

made on or before the commencement date less incentives received; any incremental costs of obtaining the lease; and, if any, the

costs of decommissioning the asset and any restoration work to return the asset to the condition required under the terms of the

lease. Subsequently the right-of-use asset is measured using the cost model. The asset is amortised on a straight-line basis over the

expected term of the lease, adjusted for any re-measurement of the lease liability, and is shown net of the accumulated depreciatio n

and any impairment provisions.

The Group has elected to use the recognition exemptions for low value assets and short-term leases (leases with a duration of 12

months or less) which are expensed to operating profit on a straight-line basis over the term of the lease.

Share-based payments

Share options, which are all equity-settled, are measured at fair value at the date of grant allowing for any market conditions, if

applicable. The fair value is charged to the income statement over the vesting period of the share option schemes on a straight-line

basis. The value of the charge is adjusted each year to reflect any non-market or service conditions that impact the expected numbe r

of options that will become exercisable. All options cancelled are fully expensed to the income statement upon cancellation.

Exceptional items

Income or costs which are both material and non-recurring, whose significance is sufficient to warrant separate disclosure in the

financial statements, are referred to as exceptional items. The Directors consider that the separate disclosure of these items assists

in understanding the Group’s financial performance.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

108

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent

that it relates to items recognised in other comprehensive income, or directly in equity in which case the tax is recognised in other

comprehensive income or directly in equity, respectively. Tax attributable to the defined benefit pension scheme is recognised in the

income statement except to the extent it relates to actuarial movements recognised in other comprehensive income.

Current income tax is calculated based on the tax laws enacted or substantively enacted at the balance sheet date in the countries

where the Group’s subsidiaries operate and generate taxable income.

Transactions and calculations for which the ultimate tax determination is uncertain may arise during the ordinary course of business.

Should an uncertain tax position arise, where a risk of an additional tax liability has been identified and it is considered probable that

the Group will be required to settle that tax, a tax provision is recognised. This is assessed on a case-by-case basis.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets

and liabilities and their carrying amounts in the Group’s financial statements. However, deferred income tax is not accounted for

if it arises from initial recognition of an asset or liability in a transaction, other than a business combination that at the time of the

transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined on an undiscounted basis using

tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the

related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which

the temporary differences or losses can be utilised. Deferred tax movements in respect of losses recognised or derecognised in

the period are allocated between the income statement, other comprehensive income and equity in proportion to the origin of

those losses.

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle

the balances net .

Dividends

Final equity dividends and where relevant, special equity dividends, are recognised in the Group’s financial statements in the period

in which the dividends are approved by the Shareholders. Interim equity dividends are recognised when paid.

Foreign currency

The functional and presentation currency of the Company is Sterling. However, the Group’s financial statements are presented in US

dollars, reflecting that most of the Group’s revenues and transactions are generated in North America in US dollars.

Transactions in currencies other than the functional currency of the Company or subsidiary concerned are recorded at the exchange

rate prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities denominated in foreign

currencies are translated at the exchange rate prevailing at the balance sheet date. Translation differences on monetary items are

taken to the income statement.

On consolidation the balance sheets of Sterling enterprises are translated into US dollars at the exchange rate ruling at the balance

sheet date and income statements are translated at average rates for the period under review. One-off material transactions are

translated at the spot rate on the transaction date. The resulting exchange differences are taken to the cumulative translation

differences reserve and are reported in the statement of comprehensive income.

On disposal of an operation any cumulative exchange differences held in Shareholders’ equity are recycled to the income statement.

Derivative instruments

Derivatives are recognised initially at fair value and are re-measured at fair value at each reporting date.

The Group only uses derivative forward foreign exchange contracts to hedge highly probable cash flows that meet the qualifying

criteria for hedge accounting and never for maturities more than 12 months. The fair value of the hedging derivative is classified as a

current asset or liability.

The Group applies hedge accounting to these transactions designating them as cash flow hedges. The effective portion of changes

in these cash flow hedges are deferred in a hedging reserve, where material, and then charged to the income statement when the

forecast sale or purchase occurs, or if the forecast transaction is no longer expected to occur. Any ineffective portion of the cash flow

hedge is recognised immediately in the income statement.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the

consideration transferred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are

measured initially at their fair value at the acquisition date. The excess of the cost of acquisition over the Group’s share of identifiable

net assets is recorded as goodwill. Acquisition-related costs are expensed as incurred.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the

Group’s cash-generating units that are expected to benefit from the combination. Goodwill is not amortised but is reviewed annually

for impairment.

4imprint Group plc Annual Report and Accounts 2022

109

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. No depreciation is

provided on freehold land. For all other property, plant and equipment, depreciation is calculated to write off their cost less residual

value by equal annual instalments over the period of their estimated useful lives, which are reviewed on a regular basis. Leasehold

assets are depreciated over the shorter of the term of the lease or their estimated useful lives.

Cost comprises the purchase price plus costs directly incurred in bringing the asset into use.

The principal useful lives currently fall within the following ranges:

Freehold and long leasehold buildings 50 years

Short leasehold buildings Life of lease

Plant, machinery, fixtures and fittings 3–15 years

Computer hardware 3 years

Profits and losses on disposal, which have arisen from over or under depreciation, are accounted for in arriving at operating profit

and are separately disclosed when material.

Intangible assets

Acquired software licences and expenditure on developing websites and other computer systems, providing they meet the criteria

for recognition under IAS 38, are capitalised, held at historic cost and amortised from the date of commissioning on a straight-line

basis over their useful economic lives (currently three to five years). Amortisation is charged to operating expenses. Internal non-

development costs are expensed to operating expenses as incurred.

An expense is recognised in operating expenses for advertising and promotional activities when, in the case of goods, the business

has a right of access to the goods or, for services, when the business has received the service.

Impairment of assets

All property, plant and equipment and intangible assets are reviewed for impairment in accordance with IAS 36 ‘Impairment

of Assets’ if there is an indication that the carrying value of the asset may have been impaired. Where an impairment review is

required, the carrying value of the assets is measured against their value in use based on future estimated cash flows, discounted

by the appropriate discount rate, resulting from the use of those assets. Assets are grouped at the lowest level for which there is a

separately identifiable cash flow (cash-generating unit). An impairment loss is recognised for the amount at which the asset’s carrying

amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value

in use.

Inventories

Inventories are valued at the lower of cost and net realisable value using the first-in first-out basis. Net realisable value is the

estimated selling price in the ordinary course of business, less applicable variable selling expenses. Items in transit where the Group

has control are included in inventories.

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method, less provision for impairment. A provision for impairment of trade receivables is established based on the expected credit

loss. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss

allowance for all trade receivables, which are grouped based on shared credit risk characteristics and the days past due. The amount

of the provision is recognised in the income statement. Trade receivables are discounted when the time value of money is considered

material. Receivables also include credit and debit card sales which have not reached the bank at the reporting date.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held on call with banks and other short-term highly liquid investments

with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the balance

sheet. In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts. Cash deposits and other short-term

highly liquid investments with an original maturity in excess of three months are classified as other financial assets.

Trade payables and contract liabilities

Trade payables are recognised initially at fair value and subsequently measured at amortised cost. Trade and other payables are

discounted when the time value of money is considered material.

Contract liabilities reflect the Group’s obligation to transfer goods to a customer and arise where a customer has paid an amount of

consideration in advance of receiving the goods.

4imprint Group plc Annual Report and Accounts 2022

110

Pensions

The Group operates defined contribution plans for the majority of its UK and US employees. The regular contributions are charged

to the income statement as they are incurred.

The Group sponsors a defined benefit scheme, which is closed to new members and future accrual. The Group accounts for the

defined benefit scheme under IAS 19 ‘Employee Benefits’. The deficit of the defined benefit pension scheme is recognised in full on

the balance sheet if the present value of the defined benefit obligation exceeds the fair value of plan assets at the balance sheet

date. If the assets exceed the obligations then a judgment is made to determine the level of refund available from the scheme

in recognising the amount of the surplus to be recognised. A full actuarial valuation is carried out at least every three years and

the defined benefit obligation is updated on an annual basis, by independent actuaries, using the projected unit credit method.

Lump sum contributions to the defined benefit scheme to reduce the deficit are included within ‘cash generated from operations’,

alongside the regular contributions.

Pension charges recognised in the income statement consist of administration costs of the scheme, past service costs, and a finance

charge/credit based on the net pension scheme position calculated in accordance with IAS 19.

Differences between the actual and expected return on assets, experience gains and losses and changes in actuarial assumptions

are included directly in the statement of comprehensive income.

Borrowings

Borrowings are measured initially at fair value net of transaction costs incurred and subsequently carried at amortised cost using

the effective interest rate method. Arrangement fees are amortised over the life of the borrowing.

Own shares held by employee share trusts

The Company is the sponsoring entity of an employee benefit trust (EBT) and, notwithstanding the legal duties of the Trustees,

the Group considers that it has ‘de facto’ control of the EBT. The trust is accounted for as assets and liabilities of the Company

and included in the consolidated financial statements. The Company’s equity instruments held by the EBT are accounted for as

if they were the Company’s own equity and are treated as treasury shares. No gain or loss is recognised in profit or loss or other

comprehensive income on the purchase, sale or cancellation of the Company’s own equity held by the EBT.

Government grants

Government grants are recognised at fair value when there is reasonable assurance that the conditions associated with the grants

have been complied with and the grants will be received. Grants compensating for expenses incurred are recognised as a deduction

of the related expenses in the consolidated income statement on a systematic basis in the same periods in which the expenses are

incurred. Grants deducted from expenses are included in ‘cash generated from operations’ in the consolidated cash flow statement

on a consistent basis with the related expenses.

IFRS standards effective in future financial statements

The IASB and IFRS IC have issued new or amended standards and interpretations which are effective for accounting periods as noted

below. Standards and interpretations which have been issued but are not yet effective will be applied by the Group in the accounting

period that they become effective. Management does not believe the impact of adopting the new or amended standards and

interpretations listed below will have a material impact on the results or net assets of the Group.

Annual Improvements to IFRS Standards 2018-2020 Cycle (effective 1 January 2022)

Amendments to IFRS 3 – Reference to the Conceptual Framework (effective 1 January 2022)

Amendments to IAS 16 – Property, Plant and Equipment: Proceeds before Intended Use (1 January 2022)

Amendments to IAS 37 – Onerous Contracts: Cost of Fulfilling a Contract (1 January 2022)

IFRS 17 Insurance Contracts (effective 1 January 2023)

Amendments to IFRS 17 – Initial Application of IFRS 17 & IFRS 9 – Comparative Information (effective 1 January 2023)

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (effective 1 January 2023)*

Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies (effective 1 January 2023)

Amendments to IAS 8 – Definition of Accounting Estimates (1 January 2023)

Amendments to IAS 12 – Deferred Tax relating to Assets and Liabilities arising from a Single Transaction (1 January 2023)*

* Not yet endorsed by the UK .

4imprint Group plc Annual Report and Accounts 2022

111

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

1 Segmental reporting

The chief operating decision maker has been identified as the Board of Directors and the segmental analysis is presented based on

the Group’s internal reporting to the Board.

At 31 December 2022, the Group has two operating segments, North America and UK & Ireland. The costs of the Head Office are

reported separately to the Board, but this is not an operating segment.

Revenue

2022

$’000

2021

$’000

North America 1,120,517 773,710

UK & Ireland 19,769 13,612

Total Group revenue 1,140,286 787,322

Profit

2022

$’000

2021

$’000

North America 107,965 36,006

UK & Ireland (54) (1,464)

Operating profit from Direct Marketing operations 107,911 34,542

Head Office costs (5,009) (3,896)

Operating profit 102,902 30,646

Net finance income/(cost) (note 4) 804 (417)

Profit before tax 103,706 30,229

Other segmental information

Assets Liabilities Capital expenditure Depreciation Amortisation

2022

$’000

2021

$’000

2022

$’000

2021

$’000

2022

$’000

2021

$’000

2022

$’000

2021

$’000

2022

$’000

2021

$’000

North America 146,401 120,284 (95,817) (81,674) 7,998 3,415 (3,537) (3,135) (1,915) (1,756)

UK & Ireland 3,175 3,017 (3,345) (2,618) 36 50 (52) (99) (17) (21)

Head Office 90,717 44,481 (911) (524) 26 – (5) (3) – –

240,293 167,782 (100,073) (84,816) 8,060 3,465 (3,594) (3,237) (1,932) (1,777)

Head Office assets include other financial assets – bank deposits, cash and cash equivalents, deferred tax assets and the retirement

benefit asset. Head Office liabilities include other payables and accruals.

Geographical analysis of revenue and non-current assets

2022

North

America

$’000

All other

countries

$’000

Total

$’000

Total revenue by destination 1,120,723 18,835 728 1,14 0,286

Property, plant and equipment 28,506 749 – 29,255

Intangible assets 913 44 – 957

Goodwill 1,010 – – 1,010

Right-of-use assets 13,103 – – 13,103

2021

North

America

$’000

All other

countries

$’000

Total

$’000

Total revenue by destination 773,755 13,084 483 787,322

Property, plant and equipment 23,812 855 – 24,667

Intangible assets 996 49 – 1,045

Right-of-use assets 11,725 – – 11,725

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

112

2 Operating expenses

Note

2022

$’000

2021

$’000

The following items have been charged/(credited) in arriving at operating profit:

Purchase of goods for resale and consumables 744,906 518,944

Changes in inventories 2,469 (9,288)

Impairment loss on trade receivables 14 4,773 1,669

Staff costs 3 86,819 66,918

Marketing expenditure (excluding staff costs) 121,216 120,317

Depreciation of property, plant and equipment 8 3,594 3,237

Amortisation of intangible assets 9 424 437

Amortisation of right-of-use assets 11 1,508 1,340

Short-term and low value operating lease payments 16 213 168

Defined benefit pension scheme administration costs 18 521 340

Net exchange losses 237 67

Other operating expenses* 70,704 52,527

1,037,38 4 756,676

* Other operating expenses comprise various other operating expenses, the largest items of which relate to credit card charges, medical insurance and facility costs.

During the period the Group obtained the following services from its auditor at costs as detailed below:

2022

$’000

2021

$’000

Fees payable to the Company’s auditor for the audit of the Parent Company and audit of consolidated

financial statements 596 457

Fees payable to the Company’s auditor and its associates for other services:

– the audit of Company’s subsidiaries pursuant to legislation 28 28

624 485

3 Employees

Staff costs Note

2022

$’000

2021

$’000

Wages and salaries 77,750 59,616

Social security costs 5,701 4,578

Pension costs – defined contribution plans 18 2,533 2,117

Share option charges 23 815 602

Social security costs in respect of share options 23 20 5

86,819 66,918

Average monthly number of people (including Executive Directors) employed

2022

Number

2021

Number

Distribution and production 545 446

Sales and marketing 538 494

Administration 227 209

1,310 1,149

Key management compensation

2022

$’000

2021

$’000

Salaries, fees and short-term employee benefits 2,192 1,332

Social security costs 91 87

Pension costs – defined contribution plans 24 22

Share option charges 134 79

Social security costs in respect of share options 2 1

2,443 1,521

4imprint Group plc Annual Report and Accounts 2022

113

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

3 Employees continued

Key management compensation in the period comprised the emoluments of all Directors (which are disclosed separately in the

Remuneration Report).

Directors’ remuneration

2022

$’000

2021

$’000

Aggregate emoluments 2,192 1,332

Pension costs – defined contribution plans 24 22

4 Net finance income/(cost)

2022

$’000

2021

$’000

Finance income/(cost)

Bank and other interest receivable 1,162 33

Bank interest payable (27) (58)

Lease interest charge (note 16) (398) (377)

Pension finance income/(charge) (note 18) 67 (15)

Net finance income/(cost) 804 (417)

5 Taxation

2022

$’000

2021

$’000

Current tax

UK tax – current 1,191 –

Overseas tax – current 23,970 5,910

Overseas tax – prior periods 24 15

Total current tax 25,185 5,925

Deferred tax

Origination and reversal of temporary differences (1,537) 1,718

Adjustment in respect of prior periods (85) –

Total deferred tax (notes 12 and 19) (1,622) 1,718

Taxation 23,563 7,6 43

The tax for the period is different to the standard rate of corporation tax in the respective countries of operation. The differences ar e

explained below:

2022

$’000

2021

$’000

Profit before tax 103,706 30,229

Profit before tax for each country of operation multiplied by rate of corporation tax applicable in the

respective countries 25,440 7,0 87

Effects of:

Adjustments in respect of prior periods (61) 15

Expenses not deductible for tax purposes and non-taxable income (16) 4

Other differences (417) 62

UK tax losses utilised in the period (196) (274)

UK losses (recognised)/de-recognised for deferred tax (1,187) 749

Taxation 23,563 7,6 43

‘Other differences’ includes adjustments in respect of share options, US leases and a US Federal tax credit of $472k for the

investment in a solar array at the Oshkosh distribution centre.

‘UK losses (recognised)/de-recognised for deferred tax’ relates to changes to the deferred tax asset in respect of brought forward UK

tax losses which are forecast to be utilised against UK taxable profits over the next three years.

Management does not consider that there are any material uncertain tax positions.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

114

Income tax credited/(debited) to other comprehensive income is as follows:

2022

$’000

2021

$’000

Current tax relating to post-employment obligations 1,191 –

Deferred tax relating to post-employment obligations (note 12) (344) (213)

Deferred tax relating to UK tax losses (note 12) 876 (1,198)

Effect of change in UK tax rate (note 12) 33 –

1,756 (1,411)

Income tax credited/(debited) to equity is as follows:

2022

$’000

2021

$’000

Deferred tax relating to UK tax losses (note 12) 148 (228)

Deferred tax relating to share options (note 19) 52 5

200 (223)

6 Earnings per share

Basic and diluted

The basic and diluted earnings per share are calculated based on the following data:

2022

$’000

2021

$’000

Profit after tax 80,143 22,586

2022

Number

‘000

2021

Number

‘000

Basic weighted average number of shares 28,064 28,072

Adjustment for employee share options 61 68

Diluted weighted average number of shares 28,125 28,140

2022

Cents

2021

Cents

Basic earnings per share 285.57 80.46

Diluted earnings per share 284.95 80.26

The basic weighted average number of shares excludes shares held in the 4imprint Group plc employee benefit trust. The effect of

this is to reduce the average number by 21,632 (2021: 13,888).

The basic earnings per share is calculated based on the profit for the financial period divided by the basic weighted average number

of shares.

For diluted earnings per share, the basic weighted average number of ordinary shares in issue is adjusted to assume conversion of

all potential dilutive ordinary shares. The potential dilutive ordinary shares relate to those share options granted to employees where

the exercise price is less than the average market price of the Company’s ordinary shares and which are likely to vest at the balance

sheet date.

7 Dividends

Equity dividends – ordinary shares

2022

$’000

2021

$’000

Interim paid: 40.00c (2021: 15.00c) 10,587 4,134

Final paid: 30.00c (2021: 00.00c) 8,135 –

18,722 4,134

The Directors are proposing a final regular dividend in respect of the period ended 31 December 2022 of 120.00c per share, as well

as a special dividend of 200.00c per share. Subject to Shareholder approval at the AGM, these dividends are payable on 1 June 2023

to Shareholders registered on 5 May 2023. These financial statements do not reflect these proposed dividends.

4imprint Group plc Annual Report and Accounts 2022

115

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

8 Property, plant and equipment

Land and

buildings

$’000

Plant,

machinery,

fixtures &

fittings

$’000

Computer

hardware

$’000

Total

$’000

Cost:

At 2 January 2022 18,970 21,177 2,880 43,027

Additions 2,694 4,458 567 7,719

Acquisition of a business (note 10) – 686 4 690

Disposals – (207) (397) (604)

Exchange difference (91) (52) (6) (149)

At 31 December 2022 21,573 26,062 3,048 50,683

Depreciation:

At 2 January 2022 3,711 13,187 1,462 18,360

Charge for the period 601 2,262 731 3,594

Disposals – (74) (397) (471 )

Exchange difference (13) (38) (4) (55)

At 31 December 2022 4,299 15,337 1,792 21,428

Net book value at 31 December 2022 17,274 10,725 1,256 29,255

Freehold land with a value of $1,006,000 (2021: $1,034,000) has not been depreciated.

Land and

buildings

$’000

Plant,

machinery,

fixtures &

fittings

$’000

Computer

hardware

$’000

Total

$’000

Cost:

At 3 January 2021 18,584 19,775 2,079 40,438

Additions 383 1,445 1,255 3,083

Transfers 13 (13) – –

Disposals – (24) (453) (477)

Exchange difference (10) (6) (1) (17)

At 1 January 2022 18,970 21,177 2,880 43,027

Depreciation:

At 3 January 2021 3,126 11,125 1,355 15,606

Charge for the period 586 2,091 560 3,237

Transfers 1 (1) – –

Disposals – (24) (453) (477)

Exchange difference (2) (4) – (6)

At 1 January 2022 3,711 13,187 1,462 18,360

Net book value at 1 January 2022 15,259 7,990 1,418 24,667

Impairment review

IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may

be impaired (see note 10 for details on the impairment testing of goodwill). For the purposes of impairment testing, the Group is

considered to have two cash-generating units (CGUs), being the US and UK businesses.

An assessment of both the US and UK CGUs did not identify any indications of impairment and accordingly, no indicator-based

impairment testing has been undertaken. The US CGU has reported strong demand levels and financial results in 2022. Following

the lifting of the COVID-19 Plan B measures in the UK on 27 January 2022 which impacted results in the first two months of 2022,

the UK CGU has made a good recovery from the lingering effects of the pandemic. This improvement has been reflected in improve d

demand and a return to profitability for the CGU for the ten months from March to December 2022.

The external environment continues to remain uncertain, manifesting in rising interest rates, high inflation, and low economic

growth. Despite these factors being present, both the US and UK businesses have shown the resilient nature of their operations

and managed to grow significantly against 2021. These external factors are therefore not considered to represent impairment

indicators themselves.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

116

9 Intangible assets

Computer software

2022

$’000

2021

$’000

Cost:

At start of period 2,509 2,546

Additions 341 382

Disposals (368) (417)

Exchange difference (16) (2)

At end of period 2,466 2,509

Amortisation:

At start of period 1,464 1,446

Charge for the period 424 437

Disposals (368) (417)

Exchange difference (11) (2)

At end of period 1,509 1,464

Net book value at end of period 957 1,045

The average remaining life of intangible assets is 2.3 years (2021: 2.4 years).

Impairment review

See notes 8 and 10 (goodwill) for details of the impairment review undertaken for the Group’s non-current assets.

10 Business combinations

Acquisition of screen-printing business

On 25 April 2022, the Group acquired the trade and assets of Fox Graphics Ltd, a private company based in Oshkosh, Wisconsin, that

specialises in screen-printing services. The acquired screen-printing operations will enable the Group to bring this capability in-house.

With future investment the objective is to secure the capacity to meet the anticipated growth in demand for the apparel category.

The acquisition constitutes a business combination as defined in IFRS 3, as the three elements of a business (input, process, output)

have been identified as having been acquired. Accordingly, the acquisition has been accounted for using the acquisition method.

The fair values of the identifiable assets acquired and liabilities assumed as at the date of acquisition were:

Fair value

recognised on

acquisition

$’000

Assets

Property, plant and equipment 686

Computer hardware 4

Right-of-use assets 111

801

Liabilities

Lease liabilities (111)

(111)

Total identifiable net assets at fair value 690

Goodwill arising on acquisition 1,010

Purchase consideration transferred 1,700

Analysis of cash flows on acquisition:

Cash paid 1,700

Net cash flow on acquisition 1,700

4imprint Group plc Annual Report and Accounts 2022

117

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

10 Business combinations continued

In addition to the purchase consideration transferred, a potential further $560,000 is payable in annual instalments over the five-yea r

period following closing, subject to certain conditions being satisfied, including the continued employment of the selling shareholder

with the Group. These contingent payments constitute remuneration for future services and will be expensed to profit and loss as

services are rendered; $67,000 has been recognised in operating expenses in the income statement and in trade and other payable s

in the balance sheet.

Reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period is presented below:

Goodwill

$’000

Cost

At 2 January 2022 –

Acquisition of screen-printing trade and assets 1,010

At 31 December 2022 1,010

The Group did not acquire any receivables as part of the business combination.

The acquired business generated revenues and net income of approximately $2.0m and $0.4m respectively for the twelve months

ended 31 December 2021. The Group was the principal customer of the acquired business, contributing approximately $1.7m of th e

total $2.0m of revenue and approximately $0.3m of the total $0.4m net income.

The impact on the Group’s financial statements, both from the date of acquisition and as if the acquisition had taken place at the

beginning of the period, are not material as demonstrated by the full year results of Fox Graphics Ltd noted above. As most of the

revenue of the acquired business was contributed by the Group, these transactions will be eliminated upon consolidation from

the date of acquisition as intra-group trading and thus only external sales will impact Group revenue (based on 2021 results, this

would be expected to add circa $0.3m to revenue for a full year). The Group will benefit from lower product costs associated with

integrating the production operations of Fox Graphics Ltd; based on 2021 results and without any new investment by the Group, th e

acquisition would be expected to add circa $0.4m to the Group’s profit before tax for a full year.

The goodwill recognised is primarily attributable to the specialised operational knowledge acquired and benefits of bringing the

activities of the screen-printing business in-house to secure capacity and support the growing demand for decorated garments fro m

our customers. The total amount of goodwill that is expected to be deductible for tax purposes is $1,010,000.

As required by IAS 36 ‘Impairment of Assets’, goodwill is required to be tested for impairment annually. The screen-printing

operations contribute to the cash flows of the US CGU and therefore the goodwill arising on acquisition has been tested in

conjunction with the other assets of that CGU. The recoverable amount of the US CGU exceeds the carrying amount of the assets

and thus no impairment of the goodwill balance is required.

Total acquisition-related transaction costs of $17,000 have been included in operating expenses in the income statement and are

part of operating cash flows in the cash flow statement.

11 Right-of-use assets

Leasehold land

and buildings

$’000

Cost:

At 2 January 2022 15,784

Additions* 2,886

At 31 December 2022 18,670

Depreciation:

At 2 January 2022 4,059

Charge for the period 1,508

At 31 December 2022 5,567

Net book value at 31 December 2022 13,103

* New leases were entered for premises relating to the acquisition of a screen-printing business during the year (see notes 10 and 16).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

118

Leasehold land

and buildings

$’000

Cost:

At 3 January 2021 15,784

Additions –

At 1 January 2022 15,784

Depreciation:

At 3 January 2021 2,719

Charge for the period 1,340

At 1 January 2022 4,059

Net book value at 1 January 2022 11,725

Impairment review

See notes 8 and 10 (goodwill) for details of the impairment review undertaken for the Group’s non-current assets.

12 Deferred tax assets

2022

$’000

2021

$’000

At start of period 600 4,272

Deferred tax credited/(charged) to income statement 1,182 (2,055)

Deferred tax credited/(charged) to other comprehensive income 532 (1, 411)

Deferred tax credited/(charged) to equity 148 (228)

Effect of change in UK tax rate in other comprehensive income 33 –

Exchange difference (114) 22

At end of period 2,381 600

The deferred tax asset at 31 December 2022 has been calculated at a tax rate of 19% in respect of deferred tax items that are

expected to reverse before 1 April 2023 (2021: 19%) and 25% in respect of deferred tax items expected to reverse after 1 April 2023

(2021: 19%); and 25% (2021: 25%) in respect of US deferred tax items.

Trading forecasts approved by the Board and covering a three-year period support the recoverability of the recognised deferred

tax assets. The forecasts used for this review were the forecasts used for impairment testing and the going concern and viability

assessment and covered the three-year period from 2023 to 2025.

No deferred tax is recognised on the unremitted earnings of overseas subsidiaries. No tax is expected to be payable on them in the

foreseeable future.

$0.2m of the deferred tax asset is expected to reverse within the next twelve months (2021: $0.6m).

The movement in the deferred tax asset during the period is shown in the following table. Deferred tax assets and liabilities are only

offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.

Deferred tax analysis

Depreciation/

capital

allowances

$’000

Pension

$’000

UK tax

losses

$’000

Total

$’000

At 2 January 2022 3 597 – 600

Deferred tax credited/(charged) to income statement (5) – 1,187 1,182

Deferred tax credited/(charged) to other comprehensive income – (344) 876 532

Deferred tax credited to equity – – 148 148

Effect of change in UK tax rate in other comprehensive income – 33 – 33

Exchange difference (1) (54) (59) (114)

At 31 December 2022 (3) 232 2 ,152 2,381

4imprint Group plc Annual Report and Accounts 2022

119

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

12 Deferred tax assets continued

Depreciation/

capital

allowances

$’000

Pension

$’000

UK tax losses

$’000

Total

$’000

At 3 January 2021 3 2,111 2,158 4,272

Deferred tax charged to income statement – (1,306) (749) (2,055)

Deferred tax charged to other comprehensive income – (213) (1,198) (1,411)

Deferred tax charged to equity – – (228) (228)

Exchange difference – 5 17 22

At 1 January 2022 3 597 – 600

Deferred tax assets have been recognised where it is considered that there will be sufficient taxable profit available in future against

which the deductible temporary timing differences can be utilised. Following a review of forecast UK taxable profits and the use of

brought forward losses over the next three years, a deferred tax asset for UK tax losses has been recognised in the period.

Deferred tax is recognised in the income statement, other comprehensive income or in equity when the items it relates to are

recognised, in the same or a different period, in those categories. Deferred tax recognised or de-recognised on losses is allocated

between the income statement, other comprehensive income and equity in proportion to how the losses arose.

No deferred tax asset has been recognised for UK losses carried forward of $20.8m (2021: $34.0m) which are not forecast to be

utilised in the next three years. These losses have no expiry date and may be available for offset against future profits.

13 Inventories

2022

$’000

2021

$’000

Finished goods and goods for resale 18,090 20,559

During both the current and previous period, inventory was carried at cost less appropriate provisions. The carrying values did not

exceed their net realisable value. $13,032,000 (2021: $16,753,000) of the inventories balance relates to goods in transit to customer s

at the balance sheet date. Provisions held against inventory total $60,000 (2021: $70,000).

During the period there was a credit to the income statement of $10,000 in respect of provisions for slow-moving and obsolete stock

(2021: $111,000). The nominal provisions held against inventories reflect the minimal levels of inventory held under the ‘drop-ship’

business model, the generic nature of items held and consistently high levels of inventory turnover.

The amount of inventory charged to the income statement is shown in note 2.

14 Trade and other receivables

2022

$’000

2021

$’000

Trade receivables – gross 66,163 48,700

Provision for credits (2,342) (1,808)

Provision for impairment of trade receivables (4,793) (1,669)

Trade receivables – net 59,028 45,223

Other receivables 21,264 14,104

Prepayments 7,219 4,262

87,511 63,589

The provision for credits, which covers promises made in our proposition to customers (page 15), has increased in line with

trading activity.

Trade terms are a maximum of 30 days credit.

Due to their short-term nature the fair value of trade and other receivables does not differ from the book value.

Trade and other receivables are only written off when the Group has exhausted all options to recover the amounts due and provide d

for in full when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include ,

amongst others, the failure of the debtor to engage in a repayment plan with the Group or a subsequent failure to make agreed

payments. An expected credit loss provision is then calculated on the remaining trade and other receivables.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

120

Management has assessed the expected credit losses for trade receivables, which includes invoiced receivables and unbilled accrued

revenue, taking into account the uncertainty arising from the current challenging macroeconomic and geopolitical environment

and the related risks to general economic conditions and growth. In addition, certain individual customers (where there is objective

evidence of credit impairment) have been provided for on a specific basis. This has resulted in an impairment charge to the income

statement of $4,773,000 (2021: $1,669,000). The resultant provision for impairment of trade receivables continues to represent a

small percentage of the trade receivables balance, reflecting the high volume and low value nature of customer transactions.

Other receivables include rebates receivable of $18,702,000 (2021: $12,596,000).

Management has reviewed other receivables and concluded that there is no impairment required of any receivables other than trade

receivables. Certain measures undertaken during the pandemic, particularly in relation to rebates receivable where more interim

receipts of rebates were agreed with suppliers, have helped to reduce the Group’s credit exposures.

The ageing of past due trade receivables which are not impaired, based on the customer’s creditworthiness and payment history,

is as follows:

Time past due date

2022

$’000

2021

$’000

Up to 3 months 15,741 12,169

3 to 6 months 7,295 2,660

Over 6 months 1,928 199

24,964 15,028

The ageing of impaired trade receivables is as follows:

Time past due date

2022

$’000

2021

$’000

Current 493 657

Up to 3 months 713 581

3 to 6 months 1,529 344

Over 6 months 2,058 87

4,793 1,669

The trade receivables impairment provision is calculated using the simplified approach to the expected credit loss model. The

provisions made are based on the following percentages:

Age of trade receivable

2022 2021

Amount

$’000

Provision

Amount

$’000

Provision

Current 34,557 1.4 30,852 2.1

31 – 60 days 10,781 2.9 8,109 2.8

61 – 90 days 5,673 7.0 4,641 7.6

91 – 180 days 8,824 17.3 3,004 11.5

181 – 365 days 3,864 50.1 270 27. 4

Over 365 days 122 100.0 16 81.3

These percentages are based on a combination of historical experience and current economic conditions.

The carrying amounts of trade and other receivables are denominated in the following currencies:

2022

$’000

2021

$’000

Sterling 2,647 2,356

US dollars 80,399 57,357

Euros 71 75

Canadian dollars 4,394 3,801

87,511 63,589

4imprint Group plc Annual Report and Accounts 2022

121

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

14 Trade and other receivables continued

Movements in the provision for impairment of trade receivables are as follows:

2022

$’000

2021

$’000

At start of period 1,669 866

Utilised (1,643) (866)

Provided 4,773 1,669

Exchange difference (6) –

At end of period 4,793 1,669

15 Other financial assets and cash and cash equivalents

2022

$’000

2021

$’000

Other financial assets – bank deposits 34,913 –

2022

$’000

2021

$’000

Cash at bank and in hand 51,839 41,589

Other financial assets comprise bank deposits with an original maturity in excess of three months but not greater than one year.

16 Leases

The Group leases premises in Oshkosh and Appleton, Wisconsin. The lease for office premises in Oshkosh, which was renewed in

2020, has a five-year term with a five-year extension option. New leases entered during the period as part of the strategic decision to

bring screen-printing capability in-house are as follows:

– A seventeen-month sublease on premises in Oshkosh entered as part of the acquisition of the trade and assets of Fox Graphics

Ltd (see note 10) resulted in additions to the lease liability and right-of-use asset of $111k respectively.

– A new ten-year lease on premises in Appleton was subsequently entered into to facilitate the expansion of the screen-printing

operations, adding $2,775k to lease liabilities and right-of-use assets respectively. The interest rate inherent in the lease could

not be ascertained; therefore, estimates have been used based upon incremental costs of borrowing for a similar term and asset,

obtained from the Group’s US bankers. A change of plus or minus 1.0% in the interest rate would result in a decrease/increase in

the lease liability at the year-end of $0.1m respectively.

In addition, there are various items of leasehold land and buildings (office facilities in London) and machinery on short-term leases,

and some office equipment with low value. The Group applies the IFRS 16 exemptions for short-term and low value leases. No leases

contain variable payment terms.

Details on right-of-use assets, including analysis by asset class, are shown in note 11.

Lease liabilities

2022

$’000

2021

$’000

Due within one year 1,435 1,150

Due in two to three years 2,955 2,407

Due in four to five years 3,449 2,733

Due in over five years 5,911 5,799

The movement in lease liabilities in the period is shown below:

2022

$’000

2021

$’000

At start of period 12,089 13,206

Additions 2,886 –

Interest charge 398 377

Lease interest payments – operating cash flow (398) (377)

Lease capital payments – financing cash flow (1,225) (1,117)

At end of period 13,750 12,089

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

122

The amounts recognised in the income statement are as follows:

2022

$’000

2021

$’000

Depreciation of right-of-use assets (note 11) 1,508 1,340

Interest expense on lease liabilities 398 377

Short-term and low value leases 213 168

2,119 1,885

The cash outflow on leases in the period was $1,836,000 (2021: $1,662,000).

17 Trade and other payables – current

2022

$’000

2021

$’000

Trade payables 59,672 51,065

Other tax and social security payable 5,572 3,708

Other payables 278 186

Contract liabilities 8,647 10,434

Accruals 10,592 6,484

84,761 71,877

All trade payables have a maturity of 30 days or less from the balance sheet date. Due to their short-term nature, the fair value of

trade and other payables does not differ from the book value.

Contract liabilities represents the Group’s obligation to transfer goods to customers for which payment has been received in

advance. The closing balance has reduced to $8.65m from $10.43m in 2021 reflecting the improvement in supply chain conditions

through the period. The opening contract liabilities balance of $10.43m has been recognised as revenue in 2022 (opening contract

liabilities balance recognised as revenue in 2021 was $5.90m).

The Group expects to complete its remaining performance obligations in respect of the closing contract liabilities balance of $8.65m

and recognise the full amount as revenue in 2023.

18 Employee pension schemes

The Group operates defined contribution plans for its UK and US employees. The regular contributions are charged to the income

statement as they are incurred. The charges recognised in the income statement are:

2022

$’000

2021

$’000

Defined contribution plans – employers’ contributions (note 3) 2,533 2,117

The Group also sponsors a UK defined benefit pension scheme which is closed to new members and future accrual.

The amounts recognised in the income statement are as follows:

2022

$’000

2021

$’000

Administration costs paid by the scheme 521 340

Pension finance (income)/charge (note 4) (67) 15

Total defined benefit pension charge 454 355

The amounts recognised in the balance sheet comprise:

2022

$’000

2021

$’000

Present value of funded obligations (20,290) (37,826)

Fair value of scheme assets 21,524 39,800

Net asset recognised on the balance sheet 1,234 1,974

The funds of the scheme are held in trust and administered by a corporate Trustee, to meet pension liabilities for 328 former

employees of the Group. The level of retirement benefit is principally based on salary earned in the best three consecutive tax years

in the ten years prior to leaving active service and is linked to changes in inflation both pre- and post-retirement.

4imprint Group plc Annual Report and Accounts 2022

123

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

18 Employee pension schemes continued

The scheme is subject to the funding legislation outlined in the Pensions Act 2004 which came into force on 30 December 2005. This,

together with documents issued by the Pensions Regulator, and Guidance Notes adopted by the Financial Reporting Council, set out

the framework for funding defined benefit occupational pension plans in the UK.

The Trustee of the scheme is required to act in the best interest of the scheme’s beneficiaries. The appointment of trustees is

determined by the scheme’s trust documentation.

The scheme typically exposes the Company to actuarial risks such as investment risk, interest rate risk, mortality risk and longevity

risk. A decrease in corporate bond yields, a rise in inflation or an increase in life expectancy would result in an increase to scheme

liabilities. This would detrimentally impact the balance sheet position, potentially require an increase in future cash contributions

from the Company and may give rise to increased charges in future income statements. Caps on inflationary increases are in place

to protect the scheme against extreme inflation. Assets are held in a Sterling liquidity fund and in gilt funds, with the overall objective

of providing a hedge against movement in the liabilities due to interest rate fluctuation and inflation. The leveraged gilt funds use the

repurchase of bonds to assist in the hedging of risks.

An actuarial valuation was undertaken as at 30 September 2019 in accordance with the scheme funding requirements of the

Pensions Act 2004. The actuarial valuation showed a deficit of £19.4m. A recovery plan has been agreed with the Trustee under which

the Company commits to a revised schedule of contributions. The recovery plan period is five years and under the plan a lump sum

of £7.5m was paid in May 2020 and ongoing contributions of £2.53m per annum are payable by the Company. These contributions

commenced on 1 July 2020 and increase by 3% annually. In addition, an annual allowance of £0.31m, rising by 3% annually, is payable

towards costs of administration of the scheme.

For the purposes of IAS 19, numbers from the actuarial valuation as at 30 September 2019, which was carried out by a qualified

independent actuary, have been updated on an approximate basis to 31 December 2022. There have been no changes in the

valuation methodology adopted for this period’s disclosures compared to the previous period’s disclosures.

Changes in the present value of the net defined benefit obligation are as follows:

Present value

of obligations

$’000

Fair value of

scheme assets

$’000

Net asset/

(obligation)

$’000

Balance at 3 January 2021 (42,627) 39,317 (3,310)

Administration costs paid by the scheme (340) – (340)

Interest (expense)/income (523) 508 (15)

Return on scheme assets (excluding interest income) – (1,391) (1,391)

Re-measurement gains due to changes in scheme experience 33 – 33

Re-measurement gains due to changes in demographic assumptions 106 – 106

Re-measurement gains due to changes in financial assumptions 2,367 – 2,367

Contributions by employer – 4,589 4,589

Benefits paid 2,708 (2,708) –

Exchange gain/(loss) 450 (515) (65)

Balance at 1 January 2022 (37,826) 39,800 1,974

Administration costs paid by the scheme (521) – (521)

Interest (expense)/income (602) 669 67

Return on scheme assets (excluding interest income) – (16,374) (16,374)

Re-measurement losses due to changes in scheme experience (1,270) – (1,270)

Re-measurement gains due to changes in demographic assumptions 38 – 38

Re-measurement gains due to changes in financial assumptions 13,148 – 13,14 8

Contributions by employer – 4,367 4,367

Benefits paid 3,071 (3,071) –

Exchange gain/(loss) 3,672 (3,867) (195)

Balance at 31 December 2022 (20,290) 21,524 1,234

The major categories of scheme assets as a percentage of total scheme assets are as follows:

2022 2021

$’000 % $’000 %

Multi-asset credit fund 0 0.0 9,624 24.2

Sterling liquidity fund 9,946 46.2 7,051 17.7

Gilt funds 3,879 18.0 5,980 15.0

Index-linked gilt funds 1,772 8.2 4,376 11.0

Leveraged gilt funds 4,227 19.7 7,901 19.9

Leveraged index-linked gilt funds 1,370 6.4 3,737 9.4

Cash 330 1.5 1,131 2.8

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

124

The scheme holds no 4imprint Group plc shares or any property occupied by the Group.

It is the policy of the Trustee and the Company to review the investment strategy from time to time and at the time of each funding

valuation. Following the completion of the 2019 valuation and agreement from the Company to the lump sum contribution, after due

consideration, this resulted in a switch from the previous investment portfolio to a de-risked portfolio containing: a Sterling liquidity

fund; and a revised selection of gilt funds designed to match the interest rate and inflation exposure of the scheme liabilities, with the

aim of being fully funded on a gilts+0% p.a. basis by the end of the current recovery plan in mid-2024.

The Trustee investment objectives and the processes undertaken to measure and manage the risks inherent in the scheme

investment strategy are documented in the scheme’s Statement of Investment Principles, which can be found on the Company’s

website at https://investors.4imprint.com/governance/4imprint-2016-pension-plan.

The assets are held in gilt and index-linked gilt funds, some of which are leveraged to provide a hedge against movements in the

pension liabilities due to interest rate fluctuation and inflation. These funds invest in gilts, index-linked gilts, gilt repos, reverse gilt

repos and a Sterling liquidity fund, with the aim to provide similar interest rate and inflation sensitivities to those of the scheme. The

Sterling liquidity fund invests in certificates of deposit, fixed and floating rate notes, fixed rate commercial paper and bonds listed or

traded on one or more recognised exchanges.

None of the funds are quoted but they invest in quoted investments and, in the case of the leveraged funds, in gilt repos. The

funds are valued at net asset values by the fund managers, with the gilt repo valuations performed by the investment manager’s

valuation specialists.

The principal assumptions applied by the actuaries, as determined by the Directors, at each period-end were:

2022

2021

Rate of increase in pensions in payment 3.08 3.25

Rate of increase in deferred pensions 2.66 2.75

Discount rate 4.82 1.80

Inflation assumption – RPI 3.16 3.35

– CPI 2.66 2.75

The mortality assumptions adopted at 31 December 2022 reflect the most recent version of the tables used in the September 2019

triennial valuation. The assumptions imply the following life expectancies at age 65:

2022

Years

2021

Years

Male currently aged 45 22.3 22.3

Female currently aged 45 24.2 24.2

Male currently aged 65 21.3 21.3

Female currently aged 65 23.1 23.0

The sensitivities on the key actuarial assumptions at the end of the period were:

Change in assumption Change in defined benefit obligation

Discount rate Decrease of 1.0% +16.6%

Rate of inflation Increase of 1.0% +4.5%

Rate of mortality Increase in life expectancy of one year +3.6%

The sensitivities shown above are approximate. Each sensitivity considers each change in isolation and is calculated using the same

methodology as used for the calculation of the defined benefit obligation at the end of the period. The inflation sensitivity includes

the impact of changes to the assumptions for revaluation and pension increases. In practice it is unlikely that the changes would

occur in isolation.

The weighted average duration of the defined benefit obligation at 31 December 2022 is 15 years (2021: 19 years).

19 Deferred tax liabilities

2022

$’000

2021

$’000

At start of period 850 1,193

Adjustment in respect of prior periods credited to income statement (85) –

Deferred tax credited to income statement (355) (337)

Deferred tax credited to equity (52) (5)

Exchange difference (1) (1)

At end of period 357 850

4imprint Group plc Annual Report and Accounts 2022

125

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

19 Deferred tax liabilities continued

The deferred tax liability at 31 December 2022 has been calculated at a tax rate of 19% in respect of deferred tax items that are

expected to reverse before 1 April 2023 (2021: 19%) and 25% in respect of deferred tax items expected to reverse after 1 April 2023

(2021: 19%); and 25% (2021: 25%) in respect of US deferred tax items.

The movements in the net deferred tax liability (subject to the offsetting of balances within the same jurisdiction as permitted by

IAS 12) during the period, are shown in the following table. Deferred tax assets and liabilities are only offset where there is a legally

enforceable right of offset and there is an intention to settle the balances net.

Deferred tax analysis

Depreciation/

capital

allowances

$’000

Other

$’000

Total

$’000

At 2 January 2022 2,563 (1,713) 850

Adjustment in respect of prior periods credited to income statement – (85) (85)

Deferred tax charged/(credited) to income statement 370 (725) (355)

Deferred tax charged to equity – (52) (52)

Exchange difference (2) 1 (1)

At 31 December 2022 2,931 (2,574) 357

‘Other’ includes short-term timing differences and future deductions relating to conditional share awards for US employees of which

$38,000 (2021: $151,000) is expected to reverse within the next twelve months.

Depreciation/

capital

allowances

$’000

Other

$’000

Total

$’000

At 3 January 2021 2,461 (1,268) 1,193

Deferred tax charged/(credited) to income statement 103 (440) (337)

Deferred tax charged to equity – (5) (5)

Exchange difference (1) – (1)

At 1 January 2022 2,563 (1,713) 850

20 Borrowings

The Group had the following committed floating rate borrowing facilities available:

Borrowing facilities

2022

$’000

2021

$’000

Expiring in more than one year 20,000 20,000

Committed facilities comprise an unsecured US$20.0m line of credit for 4imprint, Inc., which expires on 31 May 2024. The Company

also has an unsecured UK overdraft facility of £1.0m that is repayable on demand, which expires on 31 December 2023.

These facilities were undrawn at the year-end (2021: undrawn).

21 Financial risk management

The Group’s activities expose it to a variety of financial risks including currency risk, credit risk, liquidity risk and capital risk.

Currency risk

The Group operates internationally and is exposed to various currency movements. Risk arises predominantly from the remittance

of overseas earnings in US dollars. In addition, Group subsidiaries may make both sales and purchases in a currency other than thei r

functional currency and have foreign currency trade receivables and trade payables in relation to these transactions.

The Group uses derivative financial instruments to partly hedge foreign currency cash flows arising from sales and purchases of

goods, as well as remittances from its overseas subsidiaries. The Group does not hedge the currency exposure of profits and assets

of its overseas subsidiaries or other financial transactions.

At 31 December 2022 the Group had no forward currency contracts outstanding (2021: none).

The movement in the exchange rates compared to the prior period increased profit after tax by $0.44m and decreased net assets b y

$5.16m. The average rate used to translate profits was US$1.24 (2021: US$1.38) and the closing rate was US$1.20 (2021: US$1.35).

A strengthening in the Sterling exchange rate by 10% (the approximate range of movement of the exchange rate during the year)

would have reduced profit in the period by $0.39m and net assets would have been increased at the period-end by $4.32m.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

126

Credit risk

Credit risk arises from deposits with banks and financial institutions, as well as credit exposures to trade receivable balances due

from customers and other receivable balances due from suppliers.

The risk associated with banks and financial institutions is managed on a Group basis and all banking relationships must be approved

by the Chief Financial Officer or the Board based on the credit rating of the bank.

The Group holds cash balances on deposit with its principal US and UK banks.

Financial instruments

The table below sets out the Group’s financial instruments by category:

Financial assets at amortised cost

2022

$’000

2021

$’000

Trade and other receivables (excluding prepayments) (note 14) 80,292 59,327

Other financial assets – bank deposits (note 15) 34,913 –

Cash and cash equivalents (note 15) 51,839 41,589

Financial liabilities at amortised cost

Trade and other payables (excluding non-financial liabilities) (note 17) (76,114) (61,443)

Lease commitments

2022

$’000

2021

$’000

Due within one year 1,870 1,494

Due in two to three years 3,685 2,987

Due in four to five years 3,970 3,161

Due over five years 6,268 6,123

All trade receivables and payables have contracted maturities of 30 days or less from the balance sheet dates. All other receivables

and payables are due/payable within one year.

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Other receivables are non-

derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is

expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are shown net of credits and expected credit losses. The expected credit losses on other receivables are $nil

(2021: $nil).

Cash and bank deposits were held with the following banks at the period-end:

2022

Rating

2022

Deposit

$’000

2021

Rating

2021

Deposit

$’000

Lloyds Bank plc Aa3 40,224 Aa3 12,712

JPMorgan Chase Bank, N.A. Aa1 46,511 Aa1 28,862

Other 17 15

86,752 41,589

There is no concentration of credit risk with respect to trade receivables as the Group has a large number of customers.

Management of credit risk arising from customers is delegated to the senior management of each business to a maximum level

per customer, above which it is referred to the Chief Financial Officer for approval. External credit agency assessment reports are

referred to as part of this process.

Liquidity risk

Group borrowing requirements are managed centrally and the majority of borrowing arrangements are currently with the Group’s

principal US and UK banks. Terms are agreed which are considered appropriate for the funding requirements of the Group at

that time.

Operating working capital is managed to levels agreed with the Group and cash forecasts are reviewed regularly by management.

The Group monitors its levels of cash and indebtedness to ensure adequate liquid funds are available to meet the foreseeable

requirements of the Group. The Group does not actively monitor a gearing ratio but seeks to maintain an appropriate level of

financial flexibility. Details of borrowing facilities are given in note 20 and lease liabilities in note 16.

At 31 December 2022, the total other financial assets – bank deposits and cash and cash equivalents position (note 15) of the

Group was $86.75m (2021: $41.59m).

4imprint Group plc Annual Report and Accounts 2022

127

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

21 Financial risk management continued

Capital risk management

The objective for managing cash, debt and equity capital is to safeguard the Company’s ability to continue as a going concern, in

order to provide returns for Shareholders and benefits for other stakeholders.

The policy for capital allocation is shown on page 38.

In 2022 the Company has provided returns to Shareholders in the form of dividends, details of which are included in note 7. Shares

were purchased by an employee benefit trust to cover options maturing during the period and future maturities of the 2015

Incentive Plan and Deferred Bonus Plan.

22 Share capital

2022

$’000

202 1

$’000

Issued and fully paid

28,085,530 (2021: 28,085,530) ordinary shares of 38

p each 18,842 18,842

All shares have the same rights.

The Company issued no ordinary shares in the period (2021: none). Share option exercises were satisfied by transfer of shares fro m

an employee benefit trust.

The following options have been granted and were outstanding under the Company’s share option schemes:

Scheme

Date of

grant

Number

of ordinary

2022

Number

of option

holders

2022

Number

of ordinary

2021

Subscription

price

Date exercisable

From To

US ESPP 17/05/21 89,388 561 97,624 $27.61 Jul 2023 Jul 202 3

UK SAYE 25/09/19 2,059 6 13,880 £22.70 Nov 2022 Nov 202 3

2015 Incentive Plan 28/03/19 16,993 2 39,285 $nil Mar 2022 Mar 202 9

2015 Incentive Plan 30/03/20 12,640 7 12,640 $nil Mar 2023 Mar 203 0

Total 121,080 163,429

The weighted average exercise price for options outstanding at 31 December 2022 was £17.31 (2021: £14.16).

Details of share schemes are disclosed in note 23.

Deferred Bonus Plan (formerly the 2015 Incentive Plan/Deferred Annual Bonus Scheme)

Under the Deferred Bonus Plan (DBP) 50% of the annual bonus of the Chief Executive Officer, Chief Financial Officer and certain

senior managers will be deferred into shares as awards of $nil cost options or conditional shares, based on the share price at

31 December of the relevant year. The awards will be made in a 42-day period following the announcement of the Group’s full

year results and the options will normally not be exercisable until at least three years from the date of the award, conditional upon

the person still being in the employment of a Group Company. The awards to Executive Directors, from 4 March 2019, will not be

exercisable until five years from the date of the award. It is expected that 26,366 options or conditional shares, with a total fair value

of $1,357,105 will be awarded in respect of the 2022 bonus (2021: nil).

23 Share-based payments

Share options may be granted to senior management and, in addition, SAYE and ESPP schemes are offered to all UK and US

employees. The exercise price for SAYE and ESPP options is equal to the market rate, less any discount up to the limit imposed by t he

local tax authority at the pricing date.

The fair value of the options is determined using the Black-Scholes model for SAYE and ESPP schemes and is spread over the

vesting period of the options. The significant inputs into the model are: an expected life of between 2.2 and 3.0 years for the ESPP

and SAYE options; volatility that is measured at the standard deviation of expected share price returns based on historical statistical

analysis of daily share prices and adjusted for any periods of extraordinary volatility; and a risk-free rate that is based on zero coupo n

government bond yields.

2022

$’000

202 1

$’000

Charge resulting from spreading the fair value of options 815 60 2

Social security costs in respect of share options 20 5

Total 835 60 7

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

128

The fair value per option granted and the assumptions used in the calculation are as follows:

ESPP

scheme

SAYE

scheme

Grant date 17/05/21 25/09/19

Share price at grant date £23.00 £29.90

Exercise price $27.61 £22.70

Number of employees 561 6

Shares under option 89,388 2,059

Vesting period (years) 2.2 3.0

Expected volatility 30% 30%

Option life (years) 2.2 3.5

Expected life (years) 2.2 3.0

Risk-free rate 0.09% 0.36%

Expected dividends expressed as a dividend yield 2.0% 2.0%

Possibility of ceasing employment before vesting 2% 5%

Expectations of meeting performance criteria 100% 100%

Fair value per option £5.03 £8.09

In respect of the executive awards under the 2015 Incentive Plan, now replaced by the DBP, the fair value of the awards of options or

conditional shares made in 2019 and 2020 are based on the share price at 31 December 2018 and 31 December 2019 respectively.

The option life is between 4.25 to 6.25 years from the start of the financial year to which the awards relate. The fair value of the

expected awards to be made under the DBP of 26,366 options or conditional shares in respect of 2022 is based on the share price

at 31 December 2022.

A reconciliation of option movements over the period is shown below:

2022 2021

Number

of shares

Weighted

average

exercise price

(£)

Number

of shares

Weighted

average

exercise price

(£)

Outstanding at start of period 163,429 14.16 84,524 4.31

Granted 0 0.00 100,630 20.07

Forfeited/cancelled (7,721) 22.33 (5,135) 21.18

Exercised (34,628) 8.08 (16,590) 0.05

Outstanding at end of period 121,080 17.31 163,429 14.16

Exercisable at end of period – – – –

Range of exercise prices

2022 2021

Weighted

average

exercise

price

Number of

Weighted average remaining

life (years)

Weighted

average

exercise

price

Number of

Weighted average remaining

life (years)

Expected Contractual Expected Contractual

Nil $0.00 29,633 0.82 0.82 to 0.88 $0.00 51,925 1.14 1.14 to 1.47

£20 – 21 $27.61 89,388 0.56 0.56 $27.61 97,624 1.56 1.56

£22 – 23 £22.70 2,059 0.33 0.83 £22.70 13,880 0.83 1.33

4imprint Group plc Annual Report and Accounts 2022

129

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

24 Other reserves

Capital

redemption

reserve

$’000

Cumulative

translation

differences

$’000

Total

$’000

Balance at 3 January 2021 369 5,748 6,117

Currency translation differences – (97) (97)

Balance at 1 January 2022 369 5,651 6,020

Currency translation differences – (1,614) (1,614)

Balance at 31 December 2022 369 4,037 4,406

The capital redemption reserve arose on the redemption of preference shares in 2000. The currency translation difference

represents the accumulated exchange movements on non-US dollar functional currency subsidiaries from 29 December 2003

(transition date to IFRS) to the balance sheet date.

25 Cash generated from operations

2022

$’000

2021

$’000

Profit before tax 103,706 30,229

Adjustments for:

Depreciation of property, plant and equipment 3,594 3,237

Amortisation of intangible assets 424 437

Amortisation of right-of-use assets 1,508 1,340

Loss on disposal of property, plant and equipment 84 –

Share option charges 815 602

Net finance (income)/cost (804) 417

Defined benefit pension administration charge 521 340

Contributions to defined benefit pension scheme (4,367) (4,589)

Changes in working capital:

Decrease/(increase) in inventories 2,469 (9,288)

Increase in trade and other receivables (24,164) (26,831)

Increase in trade and other payables 13,254 22,363

Cash generated from operations 97,040 18,257

26 Contingent liabilities

The Group has a contingent liability of $493,000 in respect of potential payments for future services relating to the acquisition of a

screen-printing business during the period (2021: none). See note 10 for further details.

27 Capital commitments

The Group had capital commitments contracted for but not provided for in the financial statements at 31 December 2022 for

property, plant and equipment of $2.7m (2021: $nil).

28 Related party transactions

Transactions and balances between the Company and its subsidiaries have been eliminated on consolidation. The Group did not

participate in any related party transactions with parties outside of the Group.

Key management compensation is disclosed in note 3.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

130

Note

2022

£’000

2021

£’000

Non-current assets

Property, plant and equipment A 19 3

Investments B 105,222 105,030

Deferred tax assets C 1,286 445

Retirement benefit asset F 1,025 1,465

Other receivables D 258,816 –

366,368 106,943

Current assets

Other receivables D 895 244,948

Other financial assets – cash deposits 29,000 –

Cash and cash equivalents 3,717 9,083

33,612 254,031

Current liabilities

Amounts due to subsidiary companies G (708) (118,721)

Other payables E (828) (431)

(1,536) (119,152)

Net current assets 32,076 134,879

Non-current liabilities

Amounts due to subsidiary companies G (132,901) –

Net assets 265,543 241,822

Shareholders’ equity

Share capital I 10,802 10,802

Share premium reserve 38,575 38,575

Capital redemption reserve 208 208

Retained earnings* 215,958 192,237

Total equity 265,543 241,822

* Company’s income statement

Under section 408 of the Companies Act 2006 an income statement for the Company is not presented. Profit after tax and before

external dividends paid for the period of £41,547,000 (2021: £6,220,000) is included in the retained earnings of the Company.

The financial statements on pages 131 to 141 were approved by the Board of Directors on 14 March 2023 and were signed on its

behalfby:

KEVIN LYONS-TARR DAVID SEEKINGS

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

COMPANY BALANCE SHEET

at 31 December 2022

4imprint Group plc Annual Report and Accounts 2022

131

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Share capital

£’000

premium

reserve

£’000

Capital

redemption

reserve

£’000

Retained earnings

Total

equity

£’000

Own

£’000

Profit

and loss*

£’000

Balance at 3 January 2021 10,802 38,575 208 (410) 190,019 239,194

Profit for the period 6,220 6,220

Other comprehensive income

Re-measurement gains on post-employment

obligations 812 812

Deferred tax relating to components of other

comprehensive income (note C) (1,025) (1,025)

Total comprehensive income 6,007 6,007

Own shares purchased (617) (617)

Own shares utilised 410 (410) –

Share-based payment charge 39 39

Capital instrument granted to subsidiary 395 395

Deferred tax relating to UK tax losses (note C) (166) (166)

Dividends (3,030) (3,030)

Balance at 1 January 2022 10,802 38,575 208 (617) 192,854 241,822

Profit for the period 41,547 41,547

Other comprehensive income

Re-measurement losses on post-employment

obligations (3,605) (3,605)

Current tax relating to components of other

comprehensive income 963 963

Deferred tax relating to components of other

comprehensive income (note C) 457 457

Total comprehensive income 39,362 39,362

Proceeds from options exercised 279 279

Own shares purchased (982) (982)

Own shares utilised 949 (949) –

Share-based payment charge 69 69

Capital instrument granted to subsidiary 590 590

Deferred tax relating to UK tax losses (note C) 120 120

Dividends (15,717) (15,717)

Balance at 31 December 2022 10,802 38,575 208 (650) 216,608 265,543

* See note J.

STATEMENT OF CHANGES IN COMPANY SHAREHOLDERS’ EQUITY

for the 52 weeks ended 31 December 2022

4imprint Group plc Annual Report and Accounts 2022

132

Note

2022

£’000

2021

£’000

Cash flows from operating activities

Cash used in operations H (5,272) (5,395)

Tax paid – –

Finance income received 17,605 19,535

Finance costs paid (9,095) (9,386)

Net cash generated from operating activities 3,238 4,754

Cash flows from investing activities

Purchases of property, plant and equipment (21) –

Dividends received 36,438 75

Return of capital contributions 399 111

Increase in current asset investments – bank deposits (29,000) –

Net cash generated from investing activities 7,816 186

Cash flows from financing activities

Proceeds from share options exercised 279 –

Purchases of own shares (982) (617)

Dividends paid to Shareholders (15,717) (3,030)

Net cash used in financing activities (16,420) (3,647)

Net movement in cash and cash equivalents (5,366) 1,293

Cash and cash equivalents at beginning of the period 9,083 7,790

Cash and cash equivalents at end of the period 3,717 9,083

COMPANY CASH FLOW STATEMENT

for the 52 weeks ended 31 December 2022

4imprint Group plc Annual Report and Accounts 2022

133

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

General information

4imprint Group plc, registered number 177991, is a public limited company incorporated in England and Wales, domiciled in the

UK and listed on the London Stock Exchange. Its registered office is 25 Southampton Buildings, London WC2A 1AL. The Company’s

financial statements are presented in Sterling. Numbers are shown in pounds thousands.

Basis of preparation

The financial statements have been prepared on a going concern basis (see going concern in basis of preparation section of the

Group financial statements on pages 105 and 106 for further information), under the historical cost convention in accordance with

UK-adopted International Accounting Standards.

New accounting standards applicable for the first time in this reporting period have no impact on the Company’s results or

balancesheet.

Environmental risks

In preparing the financial statements, management has considered the impact of environmental risks. Whilst the impact of

environmental risks is still developing and therefore all possible future outcomes are uncertain, risks known to the Company

have been considered in forming judgments, estimates and assumptions and in assessing viability and going concern. These

considerations did not have a material impact on the financial statements.

Estimates and judgments

The preparation of the financial statements requires management to make judgments and estimates that affect the application

of accounting policies, the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for

revenues and expenses during the year.

Critical accounting judgments are those judgments, apart from those involving estimations, that have been made in the process

of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial

statements. Key assumptions and sources of estimation uncertainty are those that have a significant risk of resulting in a material

adjustment to the carrying amounts of the Company’s assets and liabilities within the next financial year.

Management considers the following to be the critical accounting judgments and key assumptions and sources of

estimationuncertainty:

Critical accounting judgments

Retirement benefit asset

At the balance sheet date, the fair value of the defined benefit assets exceeded the present value of the defined benefit obligations

of the 4imprint 2016 Pension Plan. Although the Company anticipates that the surplus will be utilised during the life of the plan to

address members’ liabilities, the Company recognises the surplus in full on the basis that it is management’s judgment that there

are no restrictions on the return of residual plan assets in the event of a winding up of the plan after all member obligations have

beenmet.

Amounts due from/due to subsidiary companies

The Company’s $160,000,000 and £125,915,000 loans due from subsidiary companies, and $160,000,000 loans due to subsidiary

companies, became repayable on 7 September 2022. These instruments were refinanced at maturity with new loans repayable on

7September 2029 for the same principal amounts. In order to recognise these new loans at their respective fair values, the Company

has made a judgment that the interest rates on the loans, as determined by a detailed transfer pricing study, represented prevailing

market rates of interest for similar instruments with a similar credit rating. See notes D and G for further information.

Key assumptions and sources of estimation uncertainty

Pensions

As detailed in note 18, the Company sponsors a defined benefit pension scheme closed to new members and future accrual. Period-

end recognition of the liabilities under this scheme requires a number of significant actuarial assumptions to be made, including

inflation rate, discount rate and mortality rates. Small changes in assumptions can have a significant impact on the amounts recorded

in other comprehensive income and on the pension liabilities in the balance sheet. Sensitivities to changes in these assumptions are

disclosed in note 18.

Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are the same as those adopted in the

consolidated financial statements on pages 108 to 111 except for the investments and amounts owed by subsidiary companies

policies noted below. These policies have been consistently applied to all the periods presented.

Investments

Investments in subsidiaries are stated at cost. Impairment reviews are carried out if there is some indication that the carrying value

of the investments may have been impaired. Where, in the opinion of the Directors, an impairment of the investment has arisen,

provisions are made in accordance with IAS 36 ‘Impairment of Assets’.

NOTES TO THE COMPANY’S FINANCIAL STATEMENTS

4imprint Group plc Annual Report and Accounts 2022

134

Amounts due from subsidiary companies

Amounts due from subsidiary companies are assessed for expected credit losses on a general basis under IFRS 9 ‘Financial

Instruments’. Where required, the Company recognises a provision on this basis reflecting either the lifetime or twelve-month

expected credit loss dependent on the change in credit risk since initial recognition of the financial asset. The amount of the

provision, and any changes, are recognised in the income statement. Amounts due from subsidiary companies are discounted

whenthe time value of money is considered material.

A. Property, plant and equipment

Fixtures &

fittings

£’000

Cost:

At 3 January 2021 51

Additions –

At 1 January 2022 51

Additions 21

Disposals (22)

At 31 December 2022 50

Depreciation:

At 3 January 2021 46

Charge for the period 2

At 1 January 2022 48

Charge for the period 4

Disposals (21)

At 31 December 2022 31

Net book value at 31 December 2022 19

Net book value at 1 January 2022 3

B. Investments

Shares in

subsidiary

undertakings

£’000

Cost:

At 3 January 2021 104,746

Capital contribution repaid by subsidiary undertaking (111)

Capital contribution to subsidiary undertaking 395

At 1 January 2022 105,030

Capital contribution repaid by subsidiary undertaking (399)

Capital contribution to subsidiary undertaking 591

At 31 December 2022 105,222

The capital contribution represents IFRS 2 ‘Share-based Payments’ charges in respect of subsidiaries which will not be recharged

untilthe options vest. £399,000 of prior years’ capital contributions have been repaid in the year.

4imprint Group plc Annual Report and Accounts 2022

135

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

B. Investments continued

Subsidiary undertakings

The subsidiaries at 31 December 2022 are set out below. All of these subsidiaries are wholly owned and have ordinary share capital

only, apart from 4imprint USA Limited which also has preference shares.

Company Country of incorporation and operation Business

4imprint, Inc. USA Promotional products

4imprint Direct Limited England Promotional products

4imprint UK Holdings Limited England Holding company

4imprint USA Limited England Holding company

4imprint North America Limited England Holding company

4imprint US Group Inc. USA Holding company

4imprint Limited England Dormant

Cavendish Place Newco No.1 Limited England Dormant

The dormant companies are exempt from statutory audit. There is no requirement, in the USA, for statutory audits of the

USsubsidiaries.

The registered address of all subsidiaries registered in England is 25 Southampton Buildings, London WC2A 1AL, UK. The registered

address of 4imprint, Inc. is 101 Commerce Street, Oshkosh, WI 54901, USA and of 4imprint US Group Inc. is 103 Foulk Road, Suite

202, Wilmington, DE 19803, USA.

Impairment review

IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may be

impaired. The Company’s investments in subsidiary undertakings are supported by the cash flows of the US and UK trading entities,

being 4imprint, Inc. and 4imprint Direct Limited respectively.

An assessment of both the US and UK trading entities did not identify any indications of impairment and accordingly, no indicator-

based impairment testing has been undertaken. The US trading entity has reported strong demand levels and financial results in

2022. Following the lifting of the COVID-19 Plan B measures on 27 January 2022 which impacted results in the first two months

of 2022, the UK trading entity has made a good recovery from the lingering effects of the pandemic. This improvement has been

reflected in improved demand and a return to profitability for the entity for the ten months from March to December 2022.

The external environment continues to remain uncertain, manifesting in rising interest rates, high inflation, and low economic growth.

Despite these factors being present, both the US and UK entities have shown the resilient nature of their operations and managed to

grow significantly against 2021. These external factors are therefore not considered to represent impairment indicators themselves.

C. Deferred tax assets

2022

£’000

2021

£’000

At start of period 445 3,130

Deferred tax credited/(charged) to income statement 264 (1,494)

Deferred tax credited/(charged) to other comprehensive income 431 (1,025)

Deferred tax credited/(charged) to equity 120 (166)

Effect of change in UK tax rate in other comprehensive income 26 –

At end of period 1,286 445

Deferred tax analysis

Pension

£’000

ACA

£’000

Losses

£’000

Total

£’000

At 2 January 2022 443 2 – 445

Deferred tax (charged)/credited to income statement – (3) 267 264

Deferred tax (charged)/credited to other comprehensive income (278) – 709 431

Deferred tax credited to equity – – 120 120

Effect of change in UK tax rate in other comprehensive income 26 – – 26

At 31 December 2022 191 (1) 1,096 1,286

NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

136

Pension

£’000

ACA

£’000

Losses

£’000

Total

£’000

At 3 January 2021 1,546 2 1,582 3,130

Deferred tax charged to income statement (949) – (545) (1,494)

Deferred tax debited to other comprehensive income (154) – (871) (1,025)

Deferred tax debited to equity – – (166) (166)

At 1 January 2022 443 2 – 445

The deferred income tax credited/(debited) to other comprehensive income is as follows:

2022

£’000

2021

£’000

Deferred tax relating to post-employment obligations (278) (154)

Deferred tax relating to UK tax losses 709 (871)

Effect of change in UK tax rate 26 –

457 (1,025)

The net deferred tax asset at 31 December 2022 has been calculated at a tax rate of 19% in respect of deferred tax items that are

expected to reverse before 1 April 2023 (2021: 19%), and 25% in respect of deferred tax items expected to reverse after 1 April 2023

(2021: 19%).

Deferred tax assets have been recognised where it is considered that there will be sufficient taxable profit available in future against

which the deductible temporary timing differences can be utilised. Following a review of forecast UK taxable profits and the use of

brought forward losses over the next three years, a deferred tax asset for tax losses has been recognised in the period.

D. Other receivables

2022

£’000

2021

£’000

Trading amounts due from subsidiary companies 484 317

Loans due from subsidiary companies 258,816 244,636

Expected credit loss allowance on amounts due from subsidiary companies – (329)

Net amount due from subsidiary companies 259,300 244,624

Other receivables 315 227

Prepayments and accrued income 96 97

259,711 244,948

Less non-current portion: Amounts due from subsidiary companies (258,816) –

895 244,948

Trading amounts due from subsidiary companies are repayable on demand and are non-interest-bearing.

The movements in the loans due from subsidiary companies are:

£’000

At 3 January 2021 243,14 0

Exchange movement 1,496

At 1 January 2022 244,636

Exchange movement to 7 September 2022 20,810

New $160.00m and £125.92m loans 265,446

Repayment of $160.00m and £125.92m loans (due 7 September 2022) (265,446)

Exchange movement between 7 September 2022 and 31 December 2022 (6,630)

At 31 December 2022 258,816

The Company’s $160,000,000 and £125,915,000 loans due from subsidiary companies, and $160,000,000 loans due to subsidiary

companies (see note G), became repayable on 7 September 2022. These instruments form part of the wider financing structure

of the Group, the purpose of which was to maintain the gearing of the Group’s US subgroup at an appropriate level, facilitate the

repatriation of cash from the US to the UK, and manage cash flow volatility arising from the taxation of foreign exchange movements.

Having met these intended purposes, the Directors decided to refinance the intragroup financing structure, replacing the existing

facilities with new seven-year facilities for the same principal amounts on arm’s length terms.

4imprint Group plc Annual Report and Accounts 2022

137

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

D. Other receivables continued

New loans of $160,000,000 (with interest at 5.0% p.a.) and £125,915,000 (with interest at 4.0% p.a.) were entered into with the same

subsidiary companies on 7 September 2022. These loans are repayable on 7 September 2029. The existing loans of $160,000,000

and £125,915,000 (interest at 8.0% – 8.2% p.a.) were fully satisfied by the subsidiary companies on 7 September 2022. The

satisfaction payments for the existing loans were netted-off against the drawdown of the new loans under cash netting letters

suchthat no cash movements arose.

Loans due from subsidiary companies of £258,816,000 (2021: £244,636,000) bear interest at market rates ranging from 4.0%

to 5.0%. Included within the total amount due is a US dollar denominated loan of $160,000,000 (2022: £132,901,000; 2021:

£118,721,000). The movement in the GBP equivalent balance between 2022 and 2021 is due to an exchange gain of £14,180,000

(2021: exchange gain of £1,496,000) arising from the movement in the Sterling to US dollar exchange rate.

Other receivables are only written off when the Company has exhausted all options to recover the amounts due and provided for

in full when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include,

amongst others, the failure of the debtor to engage in a repayment plan with the Company or a subsequent failure to make agreed

payments. An expected credit loss (ECL) provision is then calculated on the remaining other receivables.

An ECL provision of £nil (2021: £329,000) has been recognised on the $160,000,000 intercompany loan to 4imprint US Group Inc.

that is due on 7 September 2029. A transfer pricing review undertaken to support the refinancing of the intercompany loan structure

during the period determined the borrower to have a synthetic credit rating of ‘investment grade’ and has therefore been assessed

as having ‘low credit risk’. Accordingly, the loan has been classified as ‘stage 1 – performing’, which requires twelve-month expected

credit losses to be considered in determining the ECL provision.

Management has estimated the ECL’s over the next twelve-months using a common credit loss methodology that incorporates

probability of default, loss given default, and exposure at default inputs. Probability of default has been determined using historical

twelve-month average cumulative default rates for US corporates, as calculated by external rating agencies. Prevailing economic

conditions have been considered to determine if any adjustment is required to the historical default rates to reflect current

conditions and future forecasts.

The reduction in the ECL provision from £329,000 in 2021 to £nil in 2022 reflects the improved assessment of the credit risk of the

borrower, in particular the ‘investment grade’ synthetic credit rating and the strong financial results reported for 2022 following the

impact of the pandemic in the prior years.

No credit losses are expected in respect of the other receivables, reflecting the availability of sufficient liquid assets to the borrowing

entities to enable them to settle their obligations at short notice.

The carrying amounts of the Company’s trade and other receivables are denominated in the following currencies:

2022

£’000

2021

£’000

Sterling 126,810 126,275

US dollars 132,901 118,673

259,711 244,948

E. Other payables

2022

£’000

2021

£’000

Other payables 217 121

Other tax and social security 39 40

Accruals 572 270

828 431

F. Retirement benefit asset

The amount recognised in the balance sheet represents the net asset in respect of the closed defined benefit pension scheme. Full

details of the defined benefit scheme are contained in note 18 on pages 123 to 125.

The Sterling analysis of the balance sheet amount is as follows:

2022

£’000

2021

£’000

Present value of funded obligations (16,853) (28,067)

Fair value of scheme assets 17,878 29,532

Net asset recognised in the balance sheet 1,025 1,465

NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

138

Changes in the present value of the net defined benefit asset are as follows:

Present value

of obligations

£’000

Fair value of

scheme assets

£’000

Net asset/

(obligation)

£’000

Balance at 3 January 2021 (31,231) 28,806 (2,425)

Administration costs paid by the scheme (248) – (248)

Interest (expense)/income (379) 369 (10)

Return on scheme assets (excluding interest income) – (1,011) (1,011)

Re-measurement gains due to changes in scheme experience 24 – 24

Re-measurement gains due to changes in demographic assumptions 77 – 77

Re-measurement gains due to changes in financial assumptions 1,721 – 1,721

Contributions by employer – 3,337 3,337

Benefits paid 1,969 (1,969) –

Balance at 1 January 2022 (28,067) 29,532 1,465

Administration costs paid by the scheme (421) – (421)

Interest (expense)/income (487) 541 54

Return on scheme assets (excluding interest income) – (13,243) (13,243)

Re-measurement losses due to changes in scheme experience (1,027) – (1,027)

Re-measurement gains due to changes in demographic assumptions 31 – 31

Re-measurement gains due to changes in financial assumptions 10,634 – 10,634

Contributions by employer – 3,532 3,532

Benefits paid 2,484 (2,484) –

Balance at 31 December 2022 (16,853) 17,878 1,025

G. Amounts due to subsidiary companies

2022

£’000

2021

£’000

Trading amounts due to subsidiary companies 708 –

Loans due to subsidiary companies 132,901 118,721

Net amount due to subsidiary companies 133,609 118 ,721

Less non-current portion: Loans due to subsidiary companies (132,901) –

708 118 ,721

Trading amounts due to subsidiary companies are repayable on demand and are non-interest bearing.

The movements in the loans due to subsidiary companies are:

£’000

At 3 January 2021 117,225

Exchange movement 1,496

At 1 January 2022 118,721

Exchange movement to 7 September 2022 20,810

New $160.00m loan 139,531

Repayment of $160.00m loans (due 7 September 2022) (139,531)

Exchange movement between 7 September 2022 and 31 December 2022 (6,630)

At 31 December 2022 132,901

A new loan of $160,000,000 (with interest at 5.0% p.a.) was entered into with the same subsidiary undertaking on 7 September 2022.

This loan is repayable on 7 September 2029. The existing loans of $160,000,000 (interest at 8.0% – 8.2% p.a.) were fully satisfied on

7September 2022. The satisfaction payment for the existing loans was netted-off against the drawdown of the new loan under a

cash netting letter such that no cash movements arose (see note D for further details).

The loans due to subsidiary companies are US dollar denominated and interest-bearing at a market rate of interest of 5.0%. The

movement in the GBP equivalent balance between 2022 and 2021 is due to an exchange loss of £14,180,000 (2021: exchange loss of

£1,496,000) arising from the movement in the Sterling to US dollar exchange rate.

4imprint Group plc Annual Report and Accounts 2022

139

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

H. Cash used in operations

2022

£’000

2021

£’000

Profit before tax 42,246 7,714

Adjustments for:

Depreciation of property, plant and equipment 4 2

Loss on disposal of property, plant and equipment 1 –

Share option charges 69 39

Impairment of loan to subsidiary (329) 223

Dividends received (36,438) (75)

Net finance income (8,595) (10,143)

Defined benefit pension administration charge 421 248

Contributions to defined benefit pension scheme (note F) (3,532) (3,337)

Changes in working capital:

Increase in trade and other receivables (14) (67)

Increase in trade and other payables 354 24

Movements in amounts due to/from subsidiary undertakings 541 (23)

Cash used in operations (5,272) (5,395)

I. Share capital

2022

£’000

2021

£’000

Allotted and fully paid

28,085,530 (2021: 28,085,530) ordinary shares of 38

p each 10,802 10,802

During the period no ordinary shares were issued (2021: none). Share option exercises were satisfied by transfer of shares from an

employee benefit trust.

The options that have been granted and were outstanding under the Company’s share option schemes at the year-end are shown in

note 22 on page 128. Full details of the share option schemes are given in note 23 on pages 128 and 129.

Employees of the Company had no interests in SAYE options (2021: 1,821).

J. Distributable reserves

The profit and loss reserve of £216,608,000 (2021: £192,854,000) in the Company includes £129,267,000 (2021: £125,915,000), which

is non-distributable.

K. Commitments and contingent liabilities

The Company has provided Letters of Support to its subsidiary companies, 4imprint Direct Limited, 4imprint UK Holdings Limited and

4imprint USA Limited.

The Company has also entered into a Pound Sterling Facility Agreement with one of its subsidiaries, 4imprint Direct Limited, enabling

it to borrow up to £1,000,000 from the Company under a revolving credit facility until 10 December 2025. Interest is payable at the

UK base rate for Sterling plus 2.0% on any loans drawn under the facility.

The Company had no known contingent liabilities at 31 December 2022 (2021: none).

L. Employees

2022

£’000

2021

£’000

Wages and salaries 1,040 807

Social security costs 153 116

Pension costs – defined contribution plans 21 17

Share option charges 69 39

1,283 979

The average number of people employed by the Company during the period was 4 (2021: 4).

NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED

4imprint Group plc Annual Report and Accounts 2022

140

M. Related party transactions

During the period the Company has been party to a number of transactions with fellow subsidiary companies:

2022

£’000

2021

£’000

Income statement

Finance income due from subsidiary companies 17,604 19,535

Finance costs due to subsidiary companies (9,085) (9,381)

Balance sheet

Interest-bearing loans due from subsidiary companies at end of period 258,816 244,307

Interest-bearing loans due to subsidiary companies at end of period (132,901) (118,721)

Key management compensation, comprising remuneration of the Directors, was:

2022

£’000

2021

£’000

Salaries, fees and short-term employee benefits 1,773 969

Social security costs 74 63

Share option charges 109 58

1,956 1,090

All related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.

4imprint Group plc Annual Report and Accounts 2022

141

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

An Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position, or

cash flows, other than a financial measure defined or specified within IFRS.

The Group uses APMs to supplement standard IFRS measures to provide users with information on underlying trends and additional

financial measures, which the Group considers will aid the users’ understanding of the business.

Definitions

Underlying operating profit is profit before exceptional items. Exceptional items are defined below. These items may be volatile in

magnitude and distort the underlying performance measures of the ongoing business. A reconciliation of underlying operating profit

to operating profit is shown in note 1 when applicable.

Underlying operating margin % is underlying operating profit divided by total revenue.

Exceptional items are income or costs that are both material and non-recurring.

Underlying profit before tax is defined as profit before tax excluding exceptional items. When applicable, a reconciliation of profit

before tax to underlying profit before tax is shown in note 6.

Underlying profit after tax is defined as profit after tax before exceptional items, net of any related tax charges. When applicable, a

reconciliation of profit before tax to underlying profit after tax is shown in note 6.

Underlying earnings per share is defined as underlying profit after tax divided by the weighted average number of shares in issue

during the financial year. When applicable, the calculation of underlying EPS is shown in note 6.

Revenue per marketing dollar is the total revenue of the Group divided by the total marketing expense of the Group. This provides a

measure of the productivity of the marketing expenditure, which is a cornerstone of the Group’s organic revenue growth strategy.

Free cash flow is defined as the movement in cash and cash equivalents and other financial assets – bank deposits, before

distributions to Shareholders but including exchange gains/(losses) on cash and cash equivalents. It is a measure of cash available for

allocation in line with the Group’s capital allocation policy (see page 38):

2022

2021

Net movement in cash and cash equivalents 11.46 1.87

Add back: Increase in current asset investments – bank deposits 35.00 –

Add back: Exchange loss on increase in current asset investments – bank deposits (0.09) –

Add back: Dividends paid to Shareholders 18.72 4.13

Less: Exchange losses on cash and cash equivalents (1.21) (0.05)

Free cash flow 63.88 5.95

Cash conversion is defined as the percentage of underlying operating cash flow to underlying operating profit and is provided as a

measure of the efficiency of the Group’s business model (pages 18 and 19) to generate cash.

Return on average capital employed is defined as underlying profit before tax divided by the simple average of opening and closing

non-current assets, excluding deferred tax, plus net current assets and non-current lease liabilities. This is given to show a relative

measure of the Group’s efficient use of its capital resources.

Capital expenditure is defined as purchases of property, plant and equipment and intangible assets net of proceeds from the sale of

property, plant and equipment. These numbers are extracted from the cash flows from investing activities shown in the Group cash

flow statement.

2022

2021

Purchase of property, plant and equipment (7.72) (3.09)

Purchases of intangible assets (0.34) (0.38)

Proceeds from sale of property, plant and equipment 0.05 –

Capital expenditure (8.01) (3.47)

ALTERNATIVE PERFORMANCE MEASURES

4imprint Group plc Annual Report and Accounts 2022

142

Underlying operating cash flow is defined as cash generated from operations, before pension contributions, less capital expenditure.

This reflects the cash flow directly from the ongoing business operations. This is reconciled to IFRS measures as follows:

2022

2021

Cash generated from operations 97.04 18.25

Add back: Contributions to defined benefit pension scheme 4.37 4.59

Less: Loss on disposal of property, plant and equipment (0.08) –

Less: Purchases of property, plant and equipment and intangible assets (8.06) (3.47)

Add: Proceeds from sale of property, plant and equipment 0.05 –

Underlying operating cash flow 93.32 19.37

Cash and bank deposits is defined as cash and cash equivalents and other financial assets – bank deposits. This measure is used by

the Board to understand the true cash position of the Group when determining the potential uses of cash under the balance sheet

funding and capital allocation policies. This is reconciled to IFRS measures as follows:

2022

2021

Cash and cash equivalents 51.84 41.59

Other financial assets – bank deposits 34.91 –

Cash and bank deposits 86.75 41.59

4imprint Group plc Annual Report and Accounts 2022

143

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

Income statement

2022

$’000

2021

$’000

2020

$’000

2019

$’000

2018

$’000

Revenue 1,140,286 787,322 560,040 860,844 738,418

Underlying* operating profit 102,902 30,646 3,972 53,620 45,043

Exceptional items – – – – (721)

Operating profit 102,902 30,646 3,972 53,620 44,322

Finance income 1,162 33 168 818 250

Finance costs (425) (435) (193) (67) (23)

Net pension finance charge 67 (15) (104) (378) (403)

Profit before tax 103,706 30,229 3,843 53,993 44,146

Taxation (23,563) (7,643) (753) (11,276) (8,952)

Profit for the period 80,143 22,586 3,090 42,717 35,194

* Underlying has been restated to include defined benefit pension charges in 2018 to 2020.

Basic earnings per ordinary share 285.57c 80.46c 11.03c 152.42c 125.61c

Dividend per share – paid and proposed 360.00c 45.00c – 25.00c 70.00c

Balance sheet

2022

$’000

2021

$’000

2020

$’000

2019

$’000

2018

$’000

Non-current assets (excluding deferred tax and retirement

benefit asset) 44,325 37,437 38,997 27,506 20,096

Deferred tax assets 2,381 600 4,272 4,338 5,636

Net current assets 104,952 54,744 38,694 44,792 33,482

Retirement benefit asset/(obligation) 1,234 1,974 (3,310) (12,305) (15,016)

Other liabilities (including lease liabilities) (12,672) (11,789) (13,282) (1,383) (931)

Shareholders’ equity 140,220 82,966 65,371 62,948 43,267

Cash and bank deposits 86,752 41,589 39,766 41,136 27,4 84

FIVE YEAR FINANCIAL RECORD

4imprint Group plc Annual Report and Accounts 2022

144

CBP018209

4imprint Group plc

25 Southampton Buildings

London WC2A 1AL

Telephone +44 (0)20 3709 9680

E-mail hq@4imprint.co.uk

Registered number

177991 England

Independent auditor

Ernst & Young LLP

No. 1 Colmore Square

Birmingham B4 6HQ

Joint stockbrokers

Peel Hunt LLP

100 Liverpool Street

London EC2M 2AT

Liberum Capital Limited

Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

Registrar

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds LS1 4DL

Bankers

Lloyds Bank plc

JPMorgan Chase Bank, N.A.

REGISTERED OFFICE AND COMPANY ADVISERS

OVERVIEW

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

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4imprint Group plc Annual Report & Accounts 2022

Group plc

4imprint Group plc Annual Report & Accounts 2022

Group office

4imprint Group plc

25 Southampton Buildings

London WC2A 1AL

Telephone +44 (0)20 3709 9680

E-mail hq@4imprint.co.uk

Trading offices

USA

4imprint, Inc.

101 Commerce Street

Oshkosh

WI 54901, USA

Telephone +1 920 236 7272

E-mail sales@4imprint.com

4imprint Direct Limited

5 Ball Green

Cobra Court

Trafford Park

Manchester M32 0QT

Freephone 0800 055 6196

Telephone +44 (0)161 850 3490

E-mail sales@4imprint.co.uk