Future PLC — Annual Report 2022

Dec 16, 2022

F Y 2 0 2 2 ANNUAL REPORT

Annual Report and Accounts 2022

Contents

6 Group Overview
10 Chair’s Statement
12 Our Purpose And Strategy
14 How We Execute On Our Strategy
18 Our Business Model
20 Key Performance Indicators (Kpis)
22 Chief Executive’s Q&A
25 Operational Review
36 Our Future, Our Responsibility
55 How We Engage With Our Stakeholders
58 S172 Statement
74 Chair’s Introduction
76 Governance Framework
78 Board Of Directors
83 Nomination Committee
86 Audit And Risk Committee
90 Directors’ Remuneration Report
98 Annual Report On Remuneration
114 Directors’ Remuneration Policy
120 Directors’ Report
123 Directors’ Responsibility Statement
126 Independent Auditors' Report
138 Consolidated Income Statement
138 Consolidated Statement Of Comprehensive Income
139 Consolidated Statement Of Changes In Equity
139 Company Statement Of Changes In Equity
140 Consolidated Balance Sheet
141 Company Balance Sheet
142 Consolidated Cash Flow Statement
143 Notes To The Consolidated Cash Flow Statement
145 Accounting Policies
152 Notes To The Financial Statements
62 Financial Review
66 Risks And Uncertainties
68 Summary Of Principal Risks
71 Longer Term Viability Statement
34 Responsibility Committee Report
36 Our Future, Our Responsibility
50 Task Force On Climate-Related Financial Disclosures
55 How We Engage With Our Stakeholders
58 S172 Statement
Strategic Report
Corporate Responsibility
Corporate Governance
Financial Review
Financial Statements

5 / Future plc Annual Report and Accounts 2022

Strategic report

6 GROUP OVERVIEW
10 CHAIR’S STATEMENT
12 OUR PURPOSE AND STRATEGY
14 HOW WE EXECUTE ON OUR STRATEGY
18 OUR BUSINESS MODEL
20 KEY PERFORMANCE INDICATORS (KPIS)
22 CHIEF EXECUTIVE’S Q&A
25 OPERATIONAL REVIEW
32 OUR FUTURE, OUR RESPONSIBILITY
54 HOW WE ENGAGE WITH OUR STAKEHOLDERS
58 S172 STATEMENT

6 / Future plc

	North America (USA and Canada)	UK & ROW
% Group Revenue	325.9 39%	499.5 61%
Employees	2,274 76%	715 24%

Future is a global platform for intent- led specialist media underpinned by technology, enabled by data; with diversified revenue streams. We operate c.250 brands in diversified content verticals, across our B2C and B2B divisions. We organise our brands by specialist interest and have four main content verticals with 16 sub-categories ranging from Consumer Technology to Games to Women’s Lifestyle to Homes or Wealth. Our content is published and distributed through various forms: websites, email newsletters, videos, magazines, events and has three core monetisation frameworks (advertising, eCommerce affiliate and direct consumer monetisation as described on the next page). Our content reaches 1 in 3 adults online in the UK and in the US.* The successful execution of the strategy is based on a value-led organisation with a clear purpose: “We change people’s lives through sharing our knowledge and expertise with others, making it easy and fun for them to do what they want”. For more information, please visit our website: www.futureplc.com/investor-relations

• Source comScore Media Metr x Demograph c Profile, September 2022 - Desktop Age 2+ and Total Mob le 18+

Group overview

Group overview

Our reach

Verticals
NEWS	SAVINGS	WEALTH	BUSINESS INSIGHT
TRADE	ASSOCIATIONS	TECH	GAMES
ENTERTAINMENT	MUSIC	PHOTOGRAPHY	TECHNOLOGY
SPORT	WOMEN’S	HOMES	KNOWLEDGE
HEALTH & WELLBEING	L I F E S T Y L E , K N O W L E D G E & N E W S	B 2 B G A M E S , E N T E R T A I N M E N T , T E C H & S P O R T	W E A L T H & S A V I N G S

7 / Future plc Annual Report and Accounts 2022

1. Advertising (36% of Group s revenue, 39% n FY 2021) s the revenue we earn from ads d splayed alongs de our content on var ous platforms (our own webs tes, soc al platforms, v deos, ema l newsletters, magaz nes (phys cal or d g tal), and events (phys cal or d g tal).
2. Direct consumer monetisation (31% of Group s revenue,25% n FY 2021) s der ved through the d rect purchase of content or serv ces by consumers e.g. the sale of magaz nes e ther d rectly from the newsstand or through subscr pt ons, or the purchase of an onl ne membersh p.
3. eCommerce affiliate (33% of Group s revenue, 36% n FY 2021) s the comm ss on we earn when an onl ne user cl cks through to a reta ler or serv ce prov der s webs te to make a purchase, we offer th s across our content and compar son webs tes.

Top 10 Brands

• TechRadar 31.3
• Tom's Guide 29.9
• CinemaBlend 27.0
• GamesRadar 19.9
• Live Science 19.8
• PC Gamer 18.6
• MarieClaire.com 13.9
• Space.com 12.4
• Windows Central 7.9
• Who What Wear 7.4
• Other 124.8

TOTAL ONLINE USERS (M) 312.9

Future wheel of monetisation

	ADVERTISING	DIRECT CONSUMER MONETISATION	AFFILIATE
	36%	31%	33%
NEWSLETTERS
LEAD GENERATION
AVOD
EVENTS
DIGITAL ADVERTISING
PRODUCTS SERVICES
NEWSTRADE
SUBSCRIPTIONS

Adjusted results

	FY 2022	FY 2021	Var
Revenue (£m)	825.4	606.8	+36%
Adjusted operating profit (£m)	271.7	195.8	+39%
Adjusted operating profit margin (%)	33%	32%	+1ppt
Adjusted diluted EPS (p)	163.5	131.9	+24%
Adjusted Free Cash Flow (£m) 2	267.2	199.3	+34%

Statutory results

	FY 2022	FY 2021	Var
Revenue (£m)	825.4	606.8	+36%
Operating profit (£m)	188.6	115.3	+64%
Operating profit margin (%)	23%	19%	+4ppt
Profit before tax (£m)	170.0	107.8	+58%
Cash generated from operations (£m)	268.5	197.2	+36%
Diluted EPS (p)	100.9	58.1	+74%

Adjus ed resul s are adjus ed o exclude share-based paymen s (rela ing o equi y se led share awards wi h ves ing periods longer han 2 mon hs) and associa ted social securi y cos s, excep ional i ems, amor isa ion of in angible asse s arising on acquisi ions and any rela ed ax effec s.
2 Adjus ed free cash flow is defined as adjus ed opera ing cash flow less capi al expendi ure. Capi al expendi ure is defined as cash flows rela ing o he purchase of proper y, plan and equipmen and purchase of compu er sof ware and websi e developmen . Adjus ed opera ing cash flow represen s cash genera red from opera ions adjus ed o exclude cash flows rela ing o excep ional i ems and paymen of accruals for employer’s axes on share-based paymen s rela ing o equi y se led share awards wi h ves ing periods longer han 2 mon hs, and o include lease repaymen s following adop ion of RS 6 eases. Adjus ed free cash flow conversion reflec s adjus ed free cash flow as a percen age of adjus ed opera ing profi .
3 Online users are aken from GoogleAnaly ics. Unless s a ed o herwise, online users are mon hly and he mon hly average across he year

8 / Future plc

Group overview

We own and operate c250 brands segmented in four main categories and 16 content verticals, you can see a snapshot of our brands here:

Our brands

9 / Future plc Annual Report and Accounts 2022

10 / Future plc

Dear Shareholders,

am del ghted to report another h ghly successful year for Future wh ch has del vered strong growth, both organ cally and norgan cally, across all our key metr cs. These results, ach eved aga nst a very challeng ng econom c backdrop, demonstrate the res l ence and robustness that our d vers fied strategy br ngs to the Group, and the effect veness of our bus ness model.They are also testament to the strength of our Executive Leadership Team combined with the enormous hard work, dedication and enthusiasm that all our colleagues across Future put into their roles, again rising to the considerable challenges of adapting to new working models post-Covid whilst dealing with the many macro-economic issues that have continued to disrupt businesses across the world.

FY 2022 in review

During the year, the Group made progress on audience and leadership positions with online users of 313m (FY 2021 305m), a +3% reported growth driven by the acquisition of Dennis, What Culture and Who What Wear. Revenue reached £825.4m (FY 2021 £606.8m), a +36% increase over the prior year of which +2% was organic driven by Media organic revenue growth of +5%. The Group continues to demonstrate strong operating leverage with a +1ppt adjusted margin progress on to 33% (FY 2021 32%) translating into adjusted operating profit of £271.7m (FY 2021 £195.8m), a +39% year-on-year increase of which ~21% was organic and due to the platform effect. On a statutory basis, operating profit was £188.6m (FY 2021 £115.3m), a +64% year-on-year increase, leading to an operating margin of 23%, a 4ppt year-on-year increase (FY 2021 19%). The Group remains highly cash generative with adjusted free cash flow of £267.2m (FY 2021 £199.3m), representing 98% of adjusted operating profit (FY 2021 102%). Cash generated from operations was £268.5m (FY 2021 £197.2m). You can read more about the review of FY 2022 on pages 60 to 71 as well as in Zillah’s Q&A on pages 22 to 24.

Continued execution of the strategy supported by a strong business model

The last year saw continued successful execution of the strategy that has delivered value for Future shareholders over the recent past. We have created a global platform for intent-led specialist media, with scalable, diversified brands and products, underpinned by proprietary technology and enabled by data, delivering diversified revenue streams. At the heart of the Group lies our content. The Group continues to invest in content to ensure that we are always providing our audiences with the most valuable and relevant information that they need to fulfil their interests and needs, regardless of how they wish to consume this content - provided, of course, that the creation and delivery of the content is commercially viable. Our content is aimed at audiences that are passionate, ask a lot of questions and have a high-intent to purchase. These characteristics are fundamental in making our audiences relevant from a monetisation perspective. Our audience engagement allows us to capture valuable proprietary first-party data which, combined with our data audience platform Aperture, further improves our monetisation by enabling targeting within the Future ecosystem. For more on Aperture, please read the case study on page 13. The Group is, by design, highly diversified in content with 16 different content verticals organised around four divisions, in routes of monetisation with three main segments (advertising, affiliate and direct consumer monetisation) and in geographies (principally the UK and US). This diversification enables the Group to manage uncertainties, tailwinds and headwinds, driving consistent robust performance on all key metrics revenue growth, profitability and cash conversion. Future is organised as a matrix to ensure that every title benefits from the platform, from expertise and efficient processes delivered by the centres of excellence to the benefit of proprietary technology and sharing of data across the Group. In turn, the platform benefits from the experiences and expertise that each new vertical and title brings to the Group. This one-platform approach ensures incremental improvements from one title are shared by many. The operating model also provides flexibility and agility across the organisation, leaning into areas of momentum to maximise growth and allowing the editorial team to pivot the content to anticipate audience needs. The model is also highly efficient and allows for continued margin progress on. You can read more about the Group’s strategy and business model on pages 12 to 19.

M&A is used as an accelerator of our strategy by adding content and/or capabilities to drive further audience growth and new routes of monetisation. The Group completed four transactions during the year and one in October 2022 allocating over £400m of capital. This investment was funded from cash and bank facilities, whilst maintaining leverage below 2x, continuing to deploy our balance sheet strength effectively and with discipline. Dennis, acquired at the start of the financial year in October 2021, has brought key additional content to the Group (MoneyWeek and Kiplinger) to significantly strengthen our

These results, achieved against a very challenging economic backdrop, demonstrate the resilience and robustness that our diversified strategy brings to the Group, and the effectiveness of our business model

Richard Huntingford
Chair

Chair’s statement

Group overview

Annual Report and Accounts 2022 / 11

Wealth vertical, as well as giving the Group a robust operating model for subscriptions and lead generation. In March 2022, we acquired WhatCulture, the digital-only brand focused on the gaming and entertainment market, which strengthens our position in video, notably with its expertise in monetisation on YouTube. At the same time, we complemented this addition to our stable with the acquisition of data insight platform Wave which provides intelligence on emerging content trends, providing a valuable enhancement to our Aperture data platform and our data science capabilities. Finally, in June, we acquired a leading US digital-only women’s lifestyle publisher, Who What Wear, which significantly strengthens our position in the Women’s Lifestyle market, making the Group number six in the Comscore ranking for Fashion and Beauty in the US. Future has a strong track record of successfully integrating acquisitions by deploying a proven integration playbook. This playbook is continuously enhanced thanks to constant feedback we generate following the latest integration. As part of our corporate governance, the Board also carefully reviews all acquisitions twelve months after integration to assess whether the strategic rationale and financial objectives for the acquisition have been met.

A responsible and resilient business

The successful execution of Future’s strategy is underpinned by our values. As a purpose-driven organisation, our strategy is to operate as a responsible business and everything we do is underpinned by our purpose and values which fosters an aligned culture across the organisation. Being a responsible employer is an important part of our strategy and we were quick to recognise the impact that soaring energy prices and inflation would have on our people in terms of their financial wellbeing. We are proud of the fact that in all our markets we have a Future base-level wage that is higher than any central or local government standard. However, we thought it was important that we should do even more to help our colleagues. We accelerated the payment of our all-staff annual profit pool bonus scheme so that 40% of the full-year bonus was paid in June to help mitigate the immediate inflationary pressures being felt by our employees. In addition, we have accelerated the standard salary review process from January 2023 to November 2022 and for colleagues with lower salaries, we have made a one-off additional payment of 2% of salary in FY 2023. In December 2021, we were pleased to launch our Responsibility strategy, entitled Our Future, Our Responsibility, which outlined our ESG ambitions to help build a more sustainable future for our communities and planet. The strategy reflects our commitment to drive further change within our own company and through the content we produce. We are focusing our efforts on what is important to us at Future and where we can make a unique difference, building on what we do already, with clear ambitions to do more. Further details on our Responsibility strategy and the initiatives carried out in the year can be found on pages 34 to 53.

Board composition

We continue to benefit from a strong Board that brings a breadth of relevant skills and diversity in terms of experience, background and gender. As covered in my statement last year, Rachel Addison stood down from her position as CFO on 31 October 2021 and we were delighted to announce the appointment of Penny Ladkin-Brand as CFO, effective 1 November 2021. Penny had served as Chief Strategy Officer from June 2020, having previously served as CFO of the Group from 2015. In September 2022, we announced that Zillah Byng-Thorne had informally indicated that she would like to step down as CEO by the end of 2023, around her 10-year anniversary at the Group. As mentioned in last year’s annual report, CEO succession has been an ongoing focus of the Board and the Nomination Committee, and a formal search for a successor is underway through the appointment of a global leading executive search firm. We will communicate the outcome of that search as appropriate in due course, and, in the meantime, would like to thank Zillah for her ongoing, tireless commitment to the Group. In addition, Penny’s role has been extended to Group CFO and Strategy Officer. Penny will continue to lead all finance activities within the organisation, and will now also focus on inorganic growth opportunities and execution of the strategy to deliver medium and long term growth. The biographies of the current directors can be found on pages 78 to 79.# Looking forward

Wh lst we expect the current challeng ng macro-econom c cond t ons w ll cont nue to be d ff cult for consumers and bus nesses al ke, am confident that Future s clear, proven strategy, res l ent bus ness model and lead ng market pos t ons means we are well placed to not only deal w th these tough trad ng cond t ons, but also to grow market share by outperform ng peers n terms of the qual ty of the serv ce we prov de to our loyal aud ences. We w ll cont nue to focus on both runn ng our bus ness except onally and nvest ng n growth opportun t es as appropr ate. rema n as confident as ever that Future w ll contnue ts strong track record of success n the com ng years.

Richard Huntingford
Chair
30 November 2022

Future plc

Group overview

Future is a global platform for intent-led specialist media underpinned by technology, enabled by data; with diversified revenue streams. We are a global leader in intent-led media, helping people achieve their goals while entertaining and engaging them. Our purpose is clear: “We change people’s lives through sharing our knowledge and expertise with others, making it easy and fun for them to do what they want.” Our purpose is central to the way our strategy is deployed and our organisation behaves. Our strategy is simple and our focus is on the consistency of its execution whilst managing the risks. For more on risks, please go to pages 66 to 70.

We leverage our data and analytics to predict our audiences’ needs, this drives innovation and execution of our strategy Data s an nherent part of our bus ness and we have a wealth of r ch first-party data, across our mult ple data sources (rang ng from newsletter subscr pt ons, to onl ne aud ence behav our, to pr ce compar son ns ght around spend ng trends). Th s data helps us to understand our aud ences needs, creat ng the most relevant content for them, serv ng the most contextual ads or understand ng how to nnovate our product format. Wh le Aperture - our data aud ence platform, allows advert sers to access Future s r ch first-party aud ence data captured across our vast portfol o of brands, help ng them reach h gh- ntent target aud ences. The recent acqu s t on of Wa ve has enabled us to launch our SmartD scovery technology wh ch s help ng us to spot consumer trends onl ne faster. All of the data we use and access compl es w th all regulatory requ rements n terms of pr vacy.

We help people do the things that matter in their life, our content and brands give them a place where they want to spend their time while meeting their needs We successfully del ver expert content that our aud ences want to consume about the th ngs that matter to them. Our aud ences are largely endem c and ntent-led, so t s cruc al for us to be a trusted partner to help them meet the r needs. We cont nue to monet se our h ghly-engaged aud ences through webs tes, events, soc al med a, ema l newsletters, podcasts and magaz nes. We operate pr mar ly n Engl sh speak ng markets where we a m to have leadersh p pos t ons. We expand our global reach through organic growth, acquisitions and strategic partnerships n order to ncrease our eff c ency we look to max m se our reach n the Engl sh-speak ng markets, th s allows us not only to create content once but to ncrease our aud ence reach mater ally by look ng beyond the UK. To dr ve susta nable growth, we bel eve we need to grow organ cally and contnue to nvest n ed tor al, product and eng neer ng resources to fac l tate th s, wh le we also look to acqu s t ons and partnersh ps to accelerate our growth. The recent acqu s t on of Who What Wear s a great example of us ng acqu s t ons to accelerate our global reach n Fash on & Beauty. For more nformat on on th s, you can v ew our Cap tal Market Day from September 2022 wh ch s ava lable on replay on the nvestor s sect on of our webs te.

Our purpose and strategy

Annual Report and Accounts 2022 / 13

We diversify our monetisation models to create significant revenue streams. We are focused on three material revenue types, Advertising, Direct consumer monetisation and eCommerce affiliate

We bel eve that operat ng a d vers fied revenue model enables our bus ness to w thstand cycl cal ty to the extent t occurs. As a result we operate across both B2B and B2C, n four ma n content d v s ons - for example, money sav ng adv ce would be n demand n a recess onary env ronment. n add t on to d vers fied aud ences, we have three ma n revenue streams, wh ch are frequently ncremental to each other. For example we are focused on creat ng eff c ency and ncreas ng susta nab l ty w th n our content. As a result we a m to create content that endures through t me, help ng as many people as poss ble, w th mult ple opportun t es to synd cate both nternally and externally. Content publ shed n a magaz ne (consumer d rect & pr nt advert s ng monet sat on) can then be republ shed onl ne (aff l ate & d g tal advert s ng) or added to a newsletter content (advert s ng).

Case Study – Aperture

What is Aperture?

Aperture s our end-to-end data platform that enables us to collect, process and act vate data across all of our brands and across all the spokes of the Future wheel. Aperture where data comes to life for Future. Aperture s the Van lla for our data a s ngle, scalable, propr etary and ag le platform that unlocks value across the Future portfol o.

Why Aperture?

To max m se the value of our data, part cularly first-party data.

Why s our data valuable
1. Because of the nature of our aud ence wh ch g ves very strong s gnals by be ng spec al sts w th h gh engagement and ntent (aff l ate).
2. Because of the current d rect on of travel on pr vacy we are n control of our data, first-party (on our platform), perm ss oned (collect on of content) and we protect our users pr vacy by stor ng, secur ng and manag ng our data.

How does it work?

The platform s the enabler but t s the spec fic act vat ons that dr ve mproved monet sat on we can act vate Aperture to segment the aud ence to prov de n che valuable advert s ng segments, we can act vate Aperture to ensure we wr te relevant art cles, etc.

We operate as a responsible business driven by strong purpose, value and culture. Our strategy drives returns and sustainability for the long term We are a value-led bus ness and th s s ngra ned w th n the organ sat on but the hor zon goes beyond the Future borders and we look to have a pos t ve mpact for our aud ences through our expert content, for our employees and for our commun t es. We bel eve n respons ble cap tal sm, work ng accord ng to our values, we have a people strategy that develops early careers, has flex ble work ng pract ces and cons ders remunerat on respons bly w th benefits beyond just base pay - nclud ng l fe assurance for all staff and an all-staff bonus profit share. We play an act ve part n our local commun t es and look to take the lead w th our ndustry as requ red. We bel eve that th s hol st c approach to susta nable bus ness allows us to del ver returns for the long term. For more nformat on about our Respons b l ty strategy please go to page 34.

This is only the start, Aperture is a product in constant evolution with further opportunities ahead.

Audience Sources

Future’s Data Sources Platform

Aperture Data Platform	Activation
Aperture Data Platform	Business CustomerClients Editorial Website data By customer to create advertising segments By article to drive audience – SmartDiscovery
	By article and customer to drive engagement – Next Best Action
	Search performance Ads data Affiliate click & conversion Article data PCW data Content classification CRM/Subscription data ID and profile creation Social data
Scalability and flexibility	This is an example of an ad matching women with travel interest for a sun cream product.

14 / Future plc

Group overview

We believe that strategy is the easy part and execution is what makes the difference. This is why we focus on ensuring consistent and sustainable execution. This consistent focus on delivery drives results.

The right audience

At Future we want to ensure we are market leaders, and grow ng our aud ence s at the heart of th s. Typ cally there s a correlat on between aud ence growth and revenue growth, wh le hav ng a leadersh p pos t on generally results n better monet sat on and y eld mprovements. Consequently, grow ng our aud ences s a core part of our strategy. However, hav ng the relevant aud ence s also an mperat ve. For example, hav ng a large aud ence at our Go.Compare brand that does not transact, s not valuable. For our prem um content, find ng the one person who w shes to subscr be s far more valuable than an unqual fied aud ence. As a result find ng the r ght aud ence s a core underp n of our strategy.

Growing the monetisation

Grow ng the monet sat on prov des stronger operat ng leverage, dr v ng marg n progress on. Monet sat on can be mproved e ther by ncreas ng pr ces, for example by sell ng an aud ence d rect rather than programmat cally, or by add ng an add t onal monet sat on method. For example, some content powers both d g tal advert s ng d splayed on the webs te but can also attract an aff l ate comm ss on on a transact on. Hav ng our own propr etary technology means that we can focus on small terat ve mprovements wh ch across our now s gn ficant volume can del ver ups de. Through t me, th s has fac l tated an ab l ty to monet se an aud ence wh ch we bel eve to be ncred bly strong and have seen y eld upl fts from deploy ng Hybr d, our advert s ng technology, onto a newly acqu red s te.

Group overview

Strategic objectives

• Proprietary technology
• Grow relevant and valuable audiences
• Diversify and grow monetisation
• Expert content

Enablers

• Objectives
• Operating model

How we execute on our strategy

• Pillars
• Sustainable organic growth
• The Platform Effect
• Value creating M&A

We have two strategic objectives, ensuring we have the most relevant and valuable audiences and ensuring we are able to grow our monetisation.# Annual Report and Accounts 2022 / 15 www.mozo.com

The delivery of these objectives creates long term value by providing further leadership positions and benefits of scale and the platform. Breaking down the strategy into intentional steps creates an agile organisation that can manage risks and adapt quickly to the constantly changing media landscape and is able to prioritise accordingly.

Mozo Three execution pillars

There are multiple ways of driving organic growth, which also means that we can lean into areas of strengths and mitigate areas under pressure, enabling the Group to deliver revenue growth consistently. This is the power of diversification, by geography, revenue type and content vertical. Driving vertical leadership is a key lever to accelerate the monetisation of a content vertical, by growing the audience to unlock a market leading position. We use data and expert content creators to write the content that our audiences want to read and what is most useful for them. We ensure that the content is also current, refreshing on a regular basis our advice and “best of lists” to enable ongoing relevance and demonstrate expertise; this helps us to rank highly on Search Engine Optimisation (SEO) while meeting our audiences needs. With our evergreen content we ensure that we write it once and monetize it many times and this approach contributes to our operating leverage. We believe in a podium approach, where we want to be our own competition and maximise our audience reach by focusing on the same categories across a number of different brands. We have 28 leadership positions. Attractive verticals to us are verticals that demonstrate audiences with intent (likely to make a purchase of a product or a service), that ask a lot of questions that our expert content can answer or who are highly engaged and loyal. Our newest vertical, Wealth & Savings was created in FY 2021 with the organic launch of The Money Edit in July 2021 and powered by the acquisition of Mozo and GoCo plc in February 2021 and Kiplinger and MoneyWeek in October 2021. We look to reach English-speaking markets, with a US-first mindset: the US audience is almost five times bigger than in the UK, so by prioritising the US audience we drive higher audiences and return on our content investment. The model works, since 2018, we recorded an average of 17% organic growth for online users which translated into an average organic Media revenue growth of 25%. Some brands which have been in the market for decades continue to grow audiences; which gives us great confidence for the future. For example, Tom’s Guide which was launched in 2007 has grown online users from 13.8m in 2018 to 29.9m in 2022, a CAGR growth of 21%.

Our execution is focused on three pillars:
* Organic growth
* Platform Effect
* Value-creating M&A

We create our own momentum.

Pillar 1: Sustainable organic growth

Pillar 2: The Platform Effect

The Platform Effect is more than operating leverage and growing the bottom line; it is about the multiplier effect of the organic and inorganic capabilities that deliver unique value creation, both in top and bottom lines. We believe our platform model is a source of competitive advantage.

Content

Our evergreen content means that we write it once and monetize it many times, creating strong operating leverage – about 50% of our content is evergreen. For example, the “how to clean my bike” article on Cycling Weekly is an article that will largely be unchanged yet will still be relevant for many years and continue to earn revenue from user views. Expert content is the key to our success and is the primary focus of investment in the Group. We continue to reinvest in content by hiring expert editorial heads as well as developing talent within the Group. Our digital-first approach to content enables our content to be re-used in multiple media, creating multiple monetisation routes for one same piece of content both through time as mentioned above but also through various different distribution channels as determined by our audience demand. For example, we prolong the life of magazines via pricing and distribution and by increasing the mix of subscriptions. Magazines are a valuable, profitable and cash generative segment which bring expert content and can be expanded into premium editions and bookazines as well as subscriptions. Bookazines are luxury editions of magazine format content without a periodic ty. The benefit of bookazines is that it encompasses a wealth of evergreen content and is sold at a premium with no shelf life, resulting in a better return on sale for retailers and less cost to merchandise. Similarly, in our photography vertical, we produce the Photography Show; we publish magazines such as Digital Camera, Digital Photographer, PhotoPlus; and we own and operate the website Digital Camera World that is monetised through digital advertising and affiliate revenue. The different offerings provide a halo effect with the vertical sales team able to offer packages across the different products.

Global-first mindset

We focus on English-speaking countries to create greater operating leverage. Operationally, our teams are global and we focus on delivering the best content from our investment through a focus on access to talent in our operating locations and developing our own talent through an early careers focus. A good example of this is Louder, one of our music websites: all of our editorial team is based in the UK despite two-thirds of the revenue being generated in the US.

Proprietary technology

We continue to invest in our proprietary technology, which is a key enabler of the execution of the strategy. We have a one platform approach which drives scalability and high return on continued investment but also ensures that our organisation remains agile and proactive within industry changes. As a result, when we enhance our technology this is leveraged across the Group. We believe our proprietary technology is a source of competitive advantage for two reasons:
1. The one platform approach drives scalability and agility at a lower incremental cost.
2. Our proprietary technology stack is unique and comprehensive.

During the year, we have further deployed Eagle, our proprietary voucher technology, to Tom’s Guide. In addition, we have been working on the re-platforming of the affiliate eCommerce for services widget to be able to utilise on Future’s Owned & Operated websites to create a new distribution channel.

Centres of excellence

The centres of excellence have the same philosophy as the other pillars we have mentioned: “do it once, apply it across many areas”. They enable us to have one common approach but also gives us the capability to invest in the areas that benefit the whole of the Group. For example, we have an SEO centre of excellence which shares its expertise across the Group. In addition, we have a talent centric location approach to these centres of excellence, which means we focus on bringing teams together in locations where we can hire and develop talent, enhancing our operating leverage. This year, we opened a new US hub in Atlanta to ensure we can attract and retain talent through proximity to universities whilst being located in a location in line with our responsibility strategy, which allows for both retention of staff and an affordable environment to have a good quality of life. During the year we also announced a new UK hub in Cardiff (Wales, UK) to provide access to a new source of talent in the UK, which will open in January 2023.

The Platform Effect works: since FY 2018, the margin has grown by 190ppt to 33%.

The Platform Effect Proprietary Technology Centres of Excellence Content

Pillar 3: Value-creating M&A

Sustainable profit growth

By executing on the strategy, we target adjusted operating profit growth of 25% per annum, which can be funded organically, broken down into three categories:

1. Organic adjusted operating profit (AOP) growth of 10% through a combination of audience growth and improved monetisation of the overall growing audience.
2. Platform Effect drives 5% of AOP growth through the scale benefits of the Group combined with synergies from acquisitions.
3. Finally, acquisitions drive 10% of AOP growth by using our Free Cash Flow generation.

We believe these targets are achievable on average and on a sustainable basis. In FY 2022, we delivered +39% of AOP growth: 11% organic, 10% from platform effect and 18% from acquisitions.

Whilst organic growth is our priority, we look to accelerate the strategy through M&A. At its core, this pillar aims to increase our market leadership or enter new markets. There are three types of acquisitions: tactical, strategic or transformative, and they each fall into three categories: content, capabilities, or both. The M&A pipeline also depends on our own valuation.

A content acquisition is an acquisition where we look to either bolster an existing content vertical or enter a new one. For example, in March 2022, we acquired WhatCulture, a digital-only brand focused on the gaming and entertainment market. This acquisition notably reinforces Games and Entertainment verticals whilst benefiting from the Future operating model.

A capability acquisition is an acquisition that adds a technology or a route of monetisation. For example, in March 2022 we acquired Wave, a data insight platform, which provides intelligence on emerging content trends.# Group Overview

This acquisition strengthens Aperture, our data platform and provides insight for content production. A tactical or bolt-on acquisition is a small acquisition, funded out of cash and is usually a content-based acquisition to deliver on our podium strategy, such as the WhatCulture acquisition mentioned above. A strategic acquisition is an acquisition that either adds capability and/or enters a new vertical. For example, in October 2021, we acquired Dennis which enhanced our wheel by adding subscriptions capabilities as a route of monetisation and increased our B2B portfolio. A transformational acquisition is an acquisition that furthers the Group strategy in terms of size but also adds content and/or capabilities in adjacencies. For example, in February 2021 we acquired GoCo Group plc which added eCommerce affiliate technology for services but also entered a new vertical with Wealth & Savings. We are very disciplined regarding acquisitions, both on valuation but also on the unique value creation opportunities. This is why our ratio of reviewed vs executed transactions is 23 to 1 in FY 2022. The full integration of acquisitions is an important part of our M&A playbook which has proven its efficacy over our multiple transactions – 16 transactions since 2018. We focus the first four to six months of an acquisition on fully integrating all the systems and technologies and people. This “industrial phase” of the integration enables us not only to remove duplicate costs and technical debt but also to deploy the Future platform on the acquired business. This phase is also important to reduce the risk and increase the controls within the Group (for more on this, please see the risk section on page 66). The strategy is executed in line with our values which are fully embedded within the organisation.

Pillar 3: Value-creating M&A

Content	Capabilities	Funding
Tactical	Existing	Existing
Transformational	New	New
Strategic	New/existing	New/existing

Areas of interest for future M&A

• Audience characteristics for areas of interest for future M&A:
  • Specialist
  • Ask a lot of questions
  • Likely to make a purchase

Revenue AOP Adjusted FCF	2018-2022 CAGR	Driving organic growth	The platform effect	Value-creating M&A
+59%	+56%	+10%	+5%	+10%
+96%	+71%
+98%	+67%

• 2020-2022 CAGR
• Average sustainable target
• Consistent track record of doubling profit (AOP) every couple of years

The 10/5/10 model

Our M&A framework

• Pillar 1: Sustainable organic growth
• Pillar 2: The Platform Effect
• Pillar 3: Value-creating M&A

18 / Future plc

The Future Wheel of monetisation is a depiction of our business model, with content and data at the heart of our business. Our content strategy is underpinned by data, ensuring we create the most relevant and most engaging content that our communities want. Primarily we are a specialist intent-led media business, and so the majority of the content we create is focused on reviews (from products to money-saving tips) and “how to’s” (from how to clean your bike, to how to file a tax return). This content strategy enables us to drive diversified revenue streams to ensure we meet our audience’s needs in whichever way required. The Wheel is all about reaching and monetising our audiences, which we group into verticals, from Homes to Games to Technology and Wealth & Savings. As a result our business model or “Wheel” can be deployed across each audience vertical in the same way, with the focus on how we leverage our platform effect to enable us to maximise the revenues in each vertical. Our business model is split into three main areas: Advertising, eCommerce affiliate and Direct consumer monetisation. By having diversified revenue streams it ensures we are not overly exposed to any one supply chain, i.e. we generate our revenues from advertisers and manufacturers directly, retailers and service providers directly and consumers who pay to access our content.

• Advertising (36% of Group's revenue) is the revenue we earn from ads displayed alongside our content on various platforms (our own websites, social platforms, videos, email newsletters, magazines (physical or digital), and events (physical or digital)).
• Direct consumer monetisation (31% of Group's revenue) is made through the direct purchase of content or services by consumers – e.g. the sale of magazines either directly from the newsstand or through subscriptions, or the purchase of an online membership.
• eCommerce affiliate (33% of Group's revenue) is the commission we earn when an online user clicks through to a retailer or service provider's website to make a purchase; we offer this across our content and comparison websites.

Group overview

Our business model

	ADVERTISING	DIRECT CONSUMER MONETISATION	AFFILIATE
% of Group's revenue	36%	31%	33%
Categories
NEWSLETTERS LEAD GENERATION
AVOD EVENTS DIGITAL ADVERTISING
PRODUCTS SERVICES NEWSTRADE
SUBSCRIPTIONS SUBSCRIPTIONS
SUBSCRIPTIONS

Annual Report and Accounts 2022 / 19

The execution of the strategy and our robust business model ensures that we maximise value for stakeholders:

1. Audience: Our audiences value our expert content. We reach 1 in 3 in the US and in the UK.
2. Customers: Our value proposition satisfies our customers thanks to our rich first-party data, our scale and our expertise. Digital advertising grew organically by +7% in FY 2022.
3. Employees: We have flexible working practices enabling a diverse and inclusive workforce, with a benefits package that focus on welfare not just pay today, including unlimited leave. Our annual profit pool reward ALL employees.
4. Shareholders: Successful execution of the strategy drives strong earnings performance. CAGR (2018-2022) adjusted EPS growth +61%.

5. Communities: We work with communities across the locations we operate in – eg Future Foundations in London and also where we have audience, eg Games Community – taking leadership positions on misogynistic behaviour.

6. Launched in December 2021

7. Our Future Our Responsibility - our ESG strategy

Capital allocation

SUSTAINABLE ORGANIC GROWTH

+10%

THE PLATFORM EFFECT

+5%

CREATING VALUE THROUGH ACQUISTIONS

+10%

Average sustainable AOP target

CONSISTENT ADJUSTED FCF CONVERSION OF 95-100%

Future is a highly cash-generative business with adjusted free cash flow conversion of 95-100%. The Group is highly disciplined when it comes to allocating this cash and its approach is to prioritise the returns in the longer term. The Group’s capital allocation is linked to our sustainable operating profit medium-term targets. As a result, we have two main priorities: organic investment to fund growth and acquisitions, whilst maintaining a prudent balance sheet. These two opportunities compete against each other, meaning that any organic or inorganic investment is benchmarked against its inorganic or organic alternative, from a feasibility and return perspective. Given the asset-light nature of the Group, our organic growth investment is minimal with capital expenditure representing c.1.5% of revenue. Therefore, typically a large proportion of our cash generation is allocated to accelerating the execution of the strategy through acquisitions. We are extremely disciplined when it comes to acquisitions, both financially and strategically. We have a proven model of successfully integrating acquisitions to drive further value for all stakeholders. The Group keeps the capital allocation priorities, as with overall strategy, under review to make sure that it takes account of market conditions. In light of recent macroeconomic conditions, it has been important to consider all potential uses of capital, most notably share buy-backs or debt repayment as interest rates have increased. The Board regularly reviews the acquisition pipeline in conjunction with the optionality of buy-backs. The capital allocation decisions are aimed to create value over the long-term, making sure that short-term gain is not at the sacrifice of long-term benefit.

CAPTIAL ALLOCATION PRIORITIES

1. Organic growth
2. M&A
3. Debt repayment
4. Progressive dividend

	Global audience (million)	Online users (million)	Revenue (£million)	Organic Revenue Growth (%)	Operating Profit (£million)
FY2022	506	825.4	+2%	188.6
FY2021	313	606.8	+23%	115.3
FY2020	432	339.6	+6%	50.7
FY2019	305	221.5	+11%	26.7
FY2018	394	130.1	+11%	5.3
FY2022					506
FY2021					313
FY2020					432
FY2019					305
FY2018					394
FY2022					282
FY2021					181
FY2020					193
FY2019					118
FY2018					82
FY2022					+2%
FY2021					+23%
FY2020					+6%
FY2019					+11%
FY2018					+11%
FY2022					188.6
FY2021					115.3
FY2020					50.7
FY2019					26.7
FY2018					5.3

20 / Future plc

Group overview

Our strategy is measured by a set of KPIs

Key performance indicators (KPIs)

• Global audience was up +17% year-on-year driven by online users, email newsletter subscribers and social media followers.
• Includes magazines and bookazines circulation, online users (see definition below), event attendees, social media followers (Twitter, Facebook and YouTube) and newsletter subscribers.
• Reported users growth of +3% benefited from the acquisition of Dennis, WhatCulture and Who What Wear. On a CAGR basis, online users have grown by +28% since FY 2018.
• Total global monthly online users to Future websites.
• Source: Google Analytics
• All figures are excluding forums as they are non-commercial websites for which Future does not write content or actively manage or monetise.
• Revenue grew +36% in FY 2022, a combination of organic growth of +2% and the benefits of acquisition. On a CAGR basis, revenue has grown by +59% since FY 2018.
• Organic revenue growth of +2% in FY 2022 was mainly driven by Media organic revenue growth of +5%, with a (2)% organic decline in Magazines revenue.
• Average organic growth between FY 2018 and FY 2022 was +11%.
• Organic growth defined as the like-for-like portfolio excluding acquisitions and disposals made during FY 2021 and FY 2022 and including the impact of closures and new launches at constant FX rates.# Future plc

Group overview

Constant FX rates is defined as the average rate for FY 2022. Operating profit of £188.6m was up +64% in the year. On a CAGR basis, operating profit has grown by +144%, outpacing revenue growth since FY 2018.

Group overview

	FY2022	FY2021	FY2020	FY2019	FY2018
Adjusted Operating Profit (AOP) (£million)	271.7	195.8	93.4	52.2	18.5
Adjusted Free Cash Flow (FCF)	33	32	28	24	14
Leverage (x)	1.48	0.8	0.6	0.7	0.9
Adjusted Operating Profit (AOP) Margin (%)	163.5	131.9	74.7	47.5	24.3
Adjusted Diluted Earnings Per Share (EPS) (p)	267.2	199.3	96.0	53.7	17.4

Annual Report and Accounts 2022 / 21

Adjusted operating profit growth of +39%, outpaced revenue growth due to favourable mix and operating leverage. On a CAGR basis, adjusted operating profit has grown by +96%, outpacing revenue growth since FY 2018.

Adjusted results are adjusted to exclude share-based payments (relating to equity settled share awards with vesting periods longer than 12 months) and associated social security costs, exceptional items, amortisation of intangible assets arising on acquisitions and any related tax effects as well as the impact of the UK tax rate change. The prior year results are also adjusted for fair value movements on contingent consideration (and unwinding of associated discount) and on the currency option (including any related tax effects).

Strong cash generation is a feature of the Group, Adjusted FCF grew by +34% year-on-year and represented 98% of AOP (FY 2021: 102%). On a CAGR basis, adjusted FCF has grown by +98% since FY 2018.

Adjusted free cash flow is defined as adjusted operating cash inflow less capital expenditure. Adjusted operating cash inflow represents cash generated from operations adjusted to exclude cash flows relating to exceptional items and movement on accrual for employer’s taxes on share based payments relating to equity settled share awards with vesting periods longer than 12 months, and to include lease repayments following adoption of IFRS 16 Leases in the prior year.

Our strong cash generation enables rapid de-leveraging. Leverage at September 2022 was 1.48x with net debt of £423.6m (FY 2021: 0.8x, £176.3m). Leverage is defined as Net Debt (excluding capitalised bank arrangement fees and including any non-cash ancillaries), as a proportion of adjusted EBITDA adjusted for the impact of IFRS 16 and including the 12 month trailing impact of acquired businesses (in line with the Group’s bank covenants definition).

Improved quality of earnings, despite inflationary pressures, resulting from favourable revenue mix, scalability of the model and platform effect, drove adjusted operating profit margin of 33%, up +1ppt. Adjusted operating profit margin is defined as adjusted operating profit as a percentage of revenue.

Adjusted diluted EPS represents adjusted profit after tax divided by the weighted average dilutive number of shares at the year end date. Adjusted EPS of 163.5p was up +24% in the year mainly driven by adjusted operating profit growth.

Future plc

We qualified FY 2021 as being extraordinary, it feels like FY 2022 was no different and yet the Group delivered another very strong set of results, how would you describe the year?

I am delighted with the performance we delivered in FY 2022 - it’s evidence that the strategy of diversification with our business model is continuing to deliver growth in ever disrupted markets. Despite the world changing rapidly and the emergence of new and material headwinds, we were able to increase profit guidance at the start of the financial year, and then again adjust upwards in May to reflect the acquisition of Who What Wear. Our business has a true competitive advantage in our scale, leadership positions, technology and operating model. While the ongoing focus of the team is on execution, the quality of our content and the quality of our audiences is what underpins our success. I am very proud of all of our colleagues, as they have returned to work post the pandemic and adjusted to our rapidly changing world, it is with their ongoing support that we have managed to deliver record results despite a more challenging macroeconomic backdrop.

Economists are forecasting a recession, how resilient is Future? How did the Group perform in the last recession? And how can you absorb inflation?

We believe that we have created a Group that can deliver despite macroeconomic conditions for three main reasons. First, we are diversified. The diversification enables us to absorb headwinds and lean into tailwinds. Secondly, the quality of our audiences, which are largely endemic and with high-intent, coupled with our leadership positions makes us a publisher that advertisers want to partner with to reach their targeted audience. In times of reduced marketing budget we have typically seen a flight to quality of market leaders and high performers i.e. publishers that reach the targeted audience or have the ability to segment the audience, and we have these characteristics! Finally, our purpose is to help our audiences by fulfilling their passions or helping them to make their right purchasing decisions. And on this last point, we help people make the best buying decisions at the cheapest price which we believe in the current environment is a strong proposition for consumers, whether for products or services through Go.Compare. We have also pivoted some of our content to help consumers by providing lower price points. I am very proud of the innovation and agility that our teams are demonstrating to create opportunities for the Group in a challenging environment. As you can see, the Group has changed significantly since the last recession it is more resilient, agile, diversified and has greater scale. A number of years ago as part of our commitment to being a responsible employer, we looked to create new hubs in locations with a lower cost of living, opened Atlanta at the start of 2022 and we will be opening Cardiff in January 2023. As we enter higher inflationary markets we are able to support our colleagues by actively looking to source our roles in affordable locations. This is just one of the ways in which we are able to absorb inflation as we replace roles into these locations.

In FY 2022, Future made four acquisitions - can you give an update on the integrations? Do you have the bandwidth to focus on organic growth as well as these integrations?

The more you do something, the more you perfect it and the Group has a strong track record of successfully integrating businesses, and after each one we perform a “lessons learned” process to ensure that we continue to get better at it. When we acquire businesses, we also acquire talent, and therefore as we have grown, we have also added to the bench strength. For example, with the GoCo acquisition in February 2021, one of the co-founders, Lee Griffin stayed on and leads our affiliate services business as part of my leadership team, it is therefore great to see that model repeat itself with the acquisition of Who What Wear where one of the co-founders, Hillary Kerr, is staying on to lead our US Health and Beauty strategy. She has a wealth of experience in Fashion and Beauty but also in using social media as a channel of audience acquisition. We are very pleased with the progress on each of our acquisitions. We look at integration in two stages: first, the industrial phase, which is about merging the back office functions and ensuring that not only are all the controls in place, but also that we are all on one system. This phase is now complete for all acquisitions. This phase typically takes between four to six months.

Zillah Byng-Thorne
Chief Executive

Chief Executive’s Q&A

I am delighted with the performance we delivered in FY 2022 - it’s evidence that the strategy of diversification with our business model is continuing to deliver growth in ever disrupted markets.

Group overview

Annual Report and Accounts 2022 / 23

Secondly, we focus in parallel on the revenue synergies realisation, which is about delivering against the strategic rationale. All of this is underpinned by our robust and efficient technology which allows for these acquisitions to be quickly incorporated onto our integrated media platform. Change is always hard, and the lead up to and afterwards brings a lot of uncertainty and change to our new colleagues - most of whom have had no say in the decision to be sold. While the process of integration is inevitable, we could not have the success we enjoy if it was not for the ongoing support and resilience of these teams and it is reassuring to see in our engagement survey that, as acquired colleagues reach the two-year mark at Future, their engagement increases to the same levels as the rest of the business, that initial period of adjustment proving the most challenging. I would like to thank all the colleagues we have acquired throughout the year as they have gone through this period of adjustment.

What do you think makes Future a great place to work?

I think there are a few reasons why Future is a great place to work. Future creates content that largely relates to people’s passions, with over 1,000 colleagues who work with us to create that content, many of them are part of the communities we reach. There are not many places where you can create content that relates directly to your own passions. In addition, as one of the fastest growing businesses in Media over the last few years, Future has been acknowledged as a leader in its industry, and working for a successful leading business is a great place to start - Success feels good! Our values are core to how we do things at Future and importantly, they translate into real outcomes.# Future plc

Annual Report and Accounts 2022

Group overview

For example, “Results matter, success feels good means that as a result of the strong performance n FY 2022, the all-employee profit pool s pay ng out to all staff and we also recogn se outstand ng performance w th our Star of the Month programme. mportantly, we made the dec s on n May, g ven the strength of our HY results, to pay 40% of the annual bonus n June to help our people w th the cost of l v ng, and also brought forward the pay rev ew process by two months to November 2022. We recogn se that people are our b ggest asset. Th s s why we cont nuously nvest n our people, through tra n ng and development, to nurture talent, to g ve people all the tools they need to thr ve. We relaunched dur ng 2022 our aud ence, ed tor al and content (“ACE ) monthly lunch and learn programme - w th 8 sess ons and an average attendance of 90-100. Wh le over ~30% of roles were filled w th nternal promot ons throughout the year, nclud ng two members of my leadersh p team be ng promoted from w th n the organ sat on. Commun cat on s also paramount, and we bel eve that by be ng open and transparent and commun cat ng on a regular bas s we foster a sense of belong ng, wh ch s cruc al n ensur ng people are mot vated. S nce the start of the pandem c, have been wr t ng a weekly ema l to all staff shar ng my thoughts and showcas ng ach evements across the Group. We also have a weekly snapshot that s curated by our colleagues wh ch showcases the best of Future n that week, from content h ghl ghts to char ty fundra s ng. We work hard at Future, however we also bel eve that people be ng able to sw tch off s just as mportant, as t g ves them the opportun ty to step back and reflect. Th s s why we offer unl m ted leave and have defined t mes dur ng the year (Chr stmas and two long weekends n August) when the organ sat on s closed. n FY 2022, the Group has launched its Responsibility strategy, what progress did you make in the year and how was it received by employees? We launched Our Future, Our Respons b l ty not only because t s the r ght th ng to do, but also because t s at the heart of our 24 / Future plc purpose - help ng people, through shar ng our knowledge. Th s has been about formal s ng a lot of the n t at ves that were already n place and that we have been work ng on. What has been front of m nd wh lst develop ng t s that we are focused on our areas of expert se and where we can make a d fference. Therefore we are putt ng the emphas s on areas that resonate w th our ndustry and where we can have the b ggest mpact. For example, we are not a carbon ntens ve bus ness and therefore, wh lst we m n m se our mpact on the env ronment as much as poss ble, t d d not sound genu ne to make th s an area of focus. However, g ven we produce onl ne content, we have a role to play n ensur ng the nternet s a safe place and reduc ng the mpact of m s nformat on. Dur ng the year, we have been commun cat ng our strategy w th our people and have been del ghted by the level of support we have been ga n ng from the teams. People are very enthus ast c about our amb t on and are keen to “row the boat to make a d fference. We have also started to make some progress w th the launch earl er n the year of the Respons ble Content Framework, some fantast c accred tat on by NewsGuard to attest to the qual ty of our content and our fight aga nst fake news. As w th anyth ng the Group undertakes, we are amb t ous to make a d fference n our area of expert se. It was announced that you would be stepping down at around your 10-year anniversary in 2023. Why this decision? What has been your biggest achievement at Future? Future s a fantast c bus ness and my endur ng object ve has been to create a susta nable bus ness that would endure. Our strategy has h ghl ghted that we have ach eved that w th d vers ficat on and econom es of scale and eff c ency at the heart of the bus ness. have been pr v leged to lead th s bus ness and as a steward of the organ sat on guard ng th s phase of the Future journey. bel eve that we should not outstay our welcome and after 10 years, feel t s t me to hand over the stewardsh p to someone new who can lead the next phase of growth. What is the outlook for FY 2023? Future enters FY 2023 n a strong compet t ve pos t on and we expect to further strengthen our market pos t ons w th n our vert cals. The ag l ty of the bus ness model means we expect to del ver modest profit growth n FY 2023. The strong balance sheet and cash generat on serve the bus ness well for ongo ng nvestment and growth and we are well-placed to add add t onal content and capab l t es to further enhance the Future platform. Future is an ambitious organisation: what is the ultimate goal? ndeed, Future s very amb t ous - one of our values s that wh lst we are proud of our past, we are more exc ted about our future. There are so many opportun t es for the Group. The challenge s actually to make sure we pr or t se these opportun t es and don t lose our focus on execut on. There s no fin sh l ne per se, there are constant opportun t es and t s a fast evolv ng ndustry ag l ty and execut on are two key words. Today we reach 1 n 3 people onl ne n the US, so we want to expand our presence and reach 1 n 2 by deploy ng our playbook to our newer vert cals Homes, Women s and Wealth and we hosted a CMD n September to showcase how the Women s vert cal s one of our key propellers. We w ll cont nue to focus on flawlessly execut ng our strategy, and further d vers fy ng our revenue streams, both n terms of products and content, and am confident that we can cont nue to bu ld on our strong track record of del ver ng for all stakeholders. am very exc ted about our Future! Zillah Byng-Thorne We launched Our Future, Our responsibility not only because it is the right thing to do, but also because it is at the heart our our purpose - helping people, through sharing our knowledge Group overview Annual Report and Accounts 2022 / 25

Our verticals

By creating content that meets the needs of our audiences and helping them do the things they love, we create strong specialist communities. At Future, we believe that loyal communities are a differentiator in media; where we create content that meets a need and as a result has a value for our partners.

• NEWS
• SAVINGS
• WEALTH
• BUSINESS INSIGHT
• TRADE ASSOCIATIONS
• TECH
• GAMES
• ENTERTAINMENT
• MUSIC
• PHOTOGRAPHY
• TECHNOLOGY
• SPORT
• WOMEN’S
• HOMES
• KNOWLEDGE
• HEALTH & WELLBEING
• L I F E S T Y L E , K N O W L E D G E & N E W S
• B 2 B G A M E S , E N T E R T A I N M E N T , T E C H & S P O R T
• W E A L T H & S A V I N G S

26 / Future plc

Operational review

Vertical review

Geographical segmental review

Our global-first approach translates into our ability to be country or region agnostic, which gives us flexibility and ability to deliver maximal return on our cost base. We operate two geographic segments: US and UK.

UK
The UK monet ses all our onl ne content outs de the US and Canada and also ncludes our satell te operat ons n Austral a. Our UK operat ons cons st of ed tor al, v deo product on, advert s ng sales and events across webs tes, v deo, newsletters, the product on of the large major ty of pr nt magaz nes and l cenc ng operat ons wh ch d str bute onl ne and pr nt magaz nes. n add t on, the UK hosts our centres of excellence for back off ce funct ons such as finance, human resources and technology. The technology team s spl t between Bath (UK) and France. UK represents 61% of the Group s total revenue and 57% of ts revenue s n Med a. Dur ng FY 2022, onl ne users decl ned by (5)%.

US
The US encompasses both the USA and Canada. Our reach s s gn ficant as we reach 1 n 3 adults onl ne every month and we have amb t ons to pursue our strong growth n the reg on. n FY 2022, onl ne users grew from 158m to 173m, dr ven by the acqu s t on of Denn s, WhatCulture, Who What Wear and strong performance n Homes. Our US operat ons cons st of ed tor al, v deo product on, market ng, advert s ng sales and events across webs tes, v deo, newsletters and magaz nes. US represents 39% of the Group s total revenue and 77% of ts revenue s n Med a.

Our office locations

• Cardiff
• New York
• Bath
• Reading
• London
• France (remote)
• Sydney
• Washington D.C.
• Atlanta
• Los Angeles

	FY 2022	FY 2021	Reported growth	Organic growth
Online users (m)	140	147	(5)%
Revenue (£m)	499.5	396.6	+26%	(1)%
– Media (£m)	284.2	220.4	+29%	+1%
– Magazines (£m)	215.3	176.2	+22%	(3)%
Adjusted operating profit (£m)	148.7	133.6	+11%

	FY 2022	FY 2021	Reported growth	Organic growth
Online users (m)	173	158	+10%
Revenue (£m)	325.9	210.2	+55%	+7%
– Media (£m)	251.0	202.4	+24%	+8%
– Magazines (£m)	74.9	7.8	+861%	+2%
Adjusted operating profit (£m)	123.0	62.2	+98%

Annual Report and Accounts 2022 / 27

Media

Med a s the largest d v s on w th 65% of the Group s total revenue w th the fastest growth of +5% organ c growth n FY 2022. The Med a d v s on encompasses all revenue wh ch s not magaz nes and ncludes sub-segments l ke d g tal advert s ng (revenue from advert s ng on our webs tes or on soc al platforms and ema l market ng), aff l ate revenue for both products and serv ces, and events. Med a revenues are now generated from 125 webs tes and 65 events held th s year n the UK, US and Austral a.

Long term growth drivers:
The med a d v s on growth s powered by strong, attract ve long-term growth fundamentals. F rst, d g tal advert s ng s expected to cont nue to take share n the advert s ng market to reach $785bn by 2025, represent ng 72% of the total advert s ng market (eMarketer November 2021) compared to c65% n 2022. Secondly, onl ne reta l cont nues to ga n share, w th an accelerated convers on dur ng the pandem c. Accord ng to eMarketer, global eCommerce sales are projected to reach 23.6% share vs 20.3% currently, grow ng at 10% CAGR. Long-term, we expect sol d growth from th s revenue stream on an organ c bas s.

Magazines

Magaz nes represent 35% of the Group s total revenue.# The Magaz ne d v s on

The Magaz ne d v s on encompasses all revenue assoc ated w th d g tal or pr nted magaz nes or bookaz nes from advert s ng, to subscr pt ons, to newstrade. Dur ng the year, th s d v s on has been bolstered by the acqu s t on of Denn s. As a result, 48% of the magaz nes revenue s now subscr pt ons, wh ch prov de pred ctable, repeatable revenue w th pos t ve work ng cap tal. We publ shed 106 magaz nes and 743 bookaz nes n FY 2022. 74% of magaz ne revenues are generated from the UK.

Revenue drivers: the magaz ne ndustry has exper enced long-term secular decl ne. However, the pandem c has created an unusual set of comparators. Fundamentally, we th nk th s bus ness w ll cont nue to decl ne h gh s ngle-d g t per annum g ven the mproved prof le w th h gher subscr pt on revenue.

Operational review Media & Magazines

	FY 2022	FY 2021	Reported growth
Online users (m)	313	305	+3%
Social media followers (m)	179	123	+46%
Event attendees (k)	111	93	+19%
Email newsletter sub- scribers (m)	13	11	+18%
eCommerce transac- tions (m)	13.2	15.9	(17)%

	FY 2022	FY 2021	Reported growth
Total circulation (m)	4.8	3.4	+41%
Magazines published	106	131	(19)%
Bookazines published	743	735	+1%

Future plc Group overview

We are an agile and innovative company and we foster innovation at every level of the Group, not just in the Tech department. One of our ed tors n our Cycl ng vert cal created a l ve blog to follow the Tour de France and nform h s aud ence n real t me of the compet t on. Th s format was a great success and rece ved pos t ve feedback. One of our aff l ate ed tors dec ded to use th s successful format to help our aud ence nav gate Peak trad ng n terms of deals and product ava lab l ty. Dur ng Future s s x-day Black Fr day per od, star ng on Black Fr day 2021 and then runn ng through to the follow ng Wednesday, Future brands made very effect ve use of l ve blogs to dr ve engagement w th users look ng for deals n organ c search. L ve blogs enable Future brands to report on new deals as they go l ve on reta l partner s tes and, n some cases, help readers find scarce tems such as next generat on v deo games consoles. Dur ng th s per od Tom s Gu de ach eved over 5.3m page v ews to l ve blog content, w th the most successful art cles focused on PS5 restocks, Cyber Monday TV deals and the best Black Fr day deals st ll ava lable. Th s evolut on of Tom s Gu de s content strategy contr buted to a 35% year-on-year ncrease n aff l ate revenue. L ve blogs are now a ma nstay of our coverage of key market moments, w th brands rank ng from TechRadar to Creat veBloq and Andro d Central deploy ng them to great effect.

Games, Entertainment & Tech (GETs)

Blog during peak trading to drive audience and affiliate revenue

GETs KPIs:

Key brands
Social media followers	72m
Market leading positions	18
Online users	211m

Case study: Annual Report and Accounts 2022 / 29

We look at acquisitions to accelerate our strategy. In June 2022, we acquired Who What Wear, a leading digital-only women’s lifestyle publisher based in the US. Th s acqu s t on s further strengthen ng Future s pos t on n the Women s L festyle vert cal and g ves the Group greater scale and reach n North Amer ca to further monet se ts aud ence. ndeed, w th Who What Wear, Future s Women s L festyle portfol o of brands reached pos t on number 6 n Comscore for Fash on and Beauty. Th s leadersh p pos t on s the key to better monet se the aud ence through d rect campa gns, notably us ng Who What Wear 18 d rect sales force w th ex st ng advert sers. The Group s ex st ng Women s L festyle brands w ll benefit from Who What Wear s lead ng d rect advert s ng sales capab l t es, wh lst Who What Wear w ll benefit from Future s propr etary technology stack and operat ng model to dr ve the platform effect. The m grat on to Van lla s scheduled for the Spr ng of 2023, as we look to enr ch Van lla for Fash on and Beauty content before the m grat on.

Acquisition of Who What Wear

LKN KPIs:

Key brands
Social media followers	44m
Market leading positions	10
Online users	92m

Lifestyle, Knowledge & News (LKN)

Case study: 30 / Future plc Group overview

Wealth & Savings (W&S)

As mentioned in the GETs (Games, Entertainment & Tech) vertical case study, innovation and agility are two characteristics of the way the organisation behaves. n the early Autumn of 2021, the UK energy market collapsed, leav ng the thousands of Look After My B lls (LAMB) customers dle. However, n l ne w th our purpose to help share our knowledge and expert se w th others, mak ng t easy and fun for them to do what they want, we dec ded to use our customer database to prov de them w th regular newsletters w th t ps and art cles are about sav ng money, leverag ng our ema l newsletter technology from SmartBr ef and our ed tor al expert se n Wealth and Sav ngs. As a result, we have seen l m ted unsubscr b ng from LAMB and ncreased traff c to our organ c webs te The Money Ed t, wh ch now reaches over 450k onl ne users (September 2022), wh ch s a fantast c performance for a webs te that was launched n July 2021.

Innovation in marketing channel to drive audience with The Money Edit

W&S KPIs:

Key brands
Social media followers	1m
Online users	8m

Case study: 31 / Future plc

Future B2B

SmartBrief is our end-to-end platform for email newsletter publishing and ad monetisation within email. SmartBr ef s scalable t has been mproved to fac l tate m grat ons for both B2B and B2C content. SmartBr ef s ag le and eff c ent w th automated content and categor sat on scrapp ng and curated ed tor al workflow. Content curat on s bu lt nto the CMS (Conent Management System) allow ng ed tors to seamlessly surface content from thousands of external sources or across mult ple Future s tes, greatly reduc ng the t m ng of newsletter creat on. SmartBr ef s effect ve w th h gher del verab l ty as trusted by ema l serv ces. SmartBr ef s opt m sed w th smart advert s ng technology that del vers set t meframe for y eld opt m sat on. Th s ensures a better user exper ence and opt mum advert ser performance. t del vers both endem c and demograph c ad target ng for both sponsored and ded cated send/solus ema l newsletters.

The email marketing technology SmartBrief

KPIs:

Key brands
New B2B newsletters launched in FY 2022	19
B2B Subscribers	6.4m
Emails sent in FY 2022	1.9bn

Case study: 32 / Future plc

32 / Future plc Annual Report and Accounts 2022 / 33

Corporate responsibility

RESPONSIBILITY COMMITTEE REPORT

OUR FUTURE, OUR RESPONSIBILITY

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES

HOW WE ENGAGE WITH OUR STAKEHOLDERS

S172 STATEMENT

34 / Future plc Corporate Responsibility

At Future we operate as a responsible business driven by our clear purpose, values and culture. Our Future, Our Responsibility At Future we operate as a responsible business, driven by our clear purpose, values and culture. Our corporate strategy was formulated to drive both returns and sustainability for the long term; as a consequence, Environment, Social and Governance (ESG) has been at the heart of what we do. We are comm tted to us ng our scale and reach to make a pos t ve soc etal mpact and nsp re change, n l ne w th our purpose, as well as play ng our part n bu ld ng a susta nable future for all our commun t es and our planet. Wh le we cont nue to operate respons bly (see pages 46 for deta ls on what we have del vered th s year) we also knew that we could do more. At Future we str ve to truly make a d fference, and so n December 2021 we launched our respons b l ty strategy called Our Future, Our Respons b l ty (see page 36). Th s descr bed our p llars but also our amb t ons w th n each p llar.

Our focus in 2022

Foll owing the launch of Our Future, Our Respons b l ty n December 2021, we have focused on two areas. F rstly, ensur ng we have deta led m lestones for our object ves for each p llar and secondly, commun cat ng our strategy to our stakeholders. We cont nue to mon tor the execut on of our Respons b l ty strategy w th regular Board Comm ttee and steer ng team meet ngs. As h ghl ghted n last year s report, we focused our strategy on key top cs that resonate w th our organ sat on these are act onable are n l ne w th all our stakeholder expectat ons are where we feel we, as Future, can make a un que d fference and ensure the Respons b l ty strategy ncorporates the best n-class approach to governance and corporate culture.

Corporate Responsibility

Annual Report and Accounts 2022 / 35

Wh le we are dr ven by the des re for act ons that make a d fference, we are m ndful of the mportance of ensur ng that we are accountable and transparent as a result we are gu ded by a framework. We have adopted the UN s Susta nable Development Goals (SDGs) as a gu de for our object ves and our performance. We plan to also al gn our object ves to the Task Force for Cl mate- related F nanc al D sclosures (TCFD) framework n FY 2023, enabl ng us to more effect vely evaluate cl mate-related r sks and plan for the short, med um and long-term (see page 50). We are dr ven and exc ted about the challenges and opportun t es of ESG affect ng our commun t es today. Wh le there are many top cs we m ght cons der, by stay ng true to Future s pr nc ples we have been d sc pl ned n focus ng on ssues where we bel eve we can truly make a d fference. n th s report you w ll find a descr pt on of our Respons b l ty strategy and a deep d ve on each of the four p llars to report on what we have ach eved n FY 2022, aga nst these. You w ll also find n th s sect on our update on S172, our carbon eff c ency report ng and our non-financ al nformat on statement.

Cha r of the Respons b l ty Comm ttee
29 November 2022

Responsibility Committee

Ensuring governance of our responsibility strategy is critical, and consequently we created a new Board Committee in 2021, with the mandate to ensure board level oversight of our responsibility strategy, monitoring and approving the output.# Members

Hugo Drayton - Chair (since 2021)
Meredith Amdur (since 2021)
Angela Seymour-Jackson (since 2021)
Zillah Byng-Thorne (since November 2022)

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors' attendance can be found on page 77.

Key responsibilities

The Responsibility Committee supports the Board in the oversight of our Responsibility strategy:

• Oversee and assess Future's overall contribution to, impact on, and role in society.
• Oversee Future's plans to deliver the Our Future, Our Responsibility strategy, including the setting, disclosing and achievement of targets.
• Review progress against priorities and objectives, across Future's sustainability strategy.
• Consider Future's position on relevant, emerging sustainability issues.

Introduction

We have published our DE&I objectives and Diversity Policy. We have invested in three new intelligent data centre technologies that are 100% powered by renewable energy. We have gathered data about our experts in order to publish a directory across brands that curates and showcases our expert content creators. Four of our websites (TechRadar, The Week, Space.com and LiveScience) are now certified as Green by Newsguard. These will help us to improve our colleague development frameworks. We are continuing to improve our reporting and governance and delivering training in line with our policies. We will embed our Accessibility Guide to ensure that all content creators refer to and act on the guidance within it. We will formalise our commercial guidelines into a framework to ensure Future’s reputation and the reputation of its clients is protected. Through our job families we will improve internal mobility, especially for diverse talent pipelines. We intend to improve social mobility beyond London. We will report on our Scope 3 emissions and we will set targets to reduce our direct carbon emissions. We will create internal learning opportunities on topics that we are authoritative on for our ‘colleagues as consumers’. Our aim is to inspire our audiences by creating a positive impact on society through cross-brand campaigns. Our intention is that our colleagues will reflect the diversity of our markets. Our intention is to achieve Net Zero GHG emissions from scope 1 and 2. We intend to collaborate with partners to grow our reach and develop new content. Our intention is to be recognised as an industry leader for our work in this area.

Pillar	FY 2022	Horizon 1 (0-12 months)	Horizon 2 (12-24 months)	Horizon 3 (24-36 months)
Culture	Behind the Company
Taking Responsibility	Expanding Horizons
Expanding Horizons	Shaping the Future
Shaping the Future

36 / Future plc Corporate Responsibility

Our strategy is centred around four pillars that we know are important to our colleagues and our audiences. We have separated these into:

Our four pillars

• Connecting people with their passions and lifelong learning. Our depth of expert content enables us to take positive action to fuel passions and provide compelling learning opportunities for colleagues, audiences and future talent. We will leverage our brands' influence and content to facilitate lifelong learning for all.
• Leading conversations on the future of the internet and publishing. We will not tolerate misinformation or fake news. We will further strengthen the responsible content framework for our brands and will use our data responsibly. We will adopt a leadership position in championing a safer internet and we will make it integral to our day-to-day business.
• Great content emerges from a great culture. Great content is created by great people; we will build an environment where all our people can do their best work. We will continue to invest in our employee experience in order to attract, retain and grow the best talent, championing inclusive growth and development opportunities for all. At Future, everyone has something to contribute. To create content that our customers love, we value diversity in our business, people and thoughts. We enrich lives by embracing difference, driving diversity in content, discussion and views.
• Going further to deliver a sustainable, transparent and well-governed business. We are committed to making a positive impact and inspiring change — playing our part in building a sustainable future for our planet and our communities.

EXPANDING HORIZONS
SHAPING THE FUTURE
THE CULTURE BEHIND THE COMPANY
TAKING RESPONSIBILITY

Pillar 1:
Pillar 2:
Pillar 3:
Pillar 4:

Future Differentiators

Where we have a unique opportunity to make a difference.

Future Foundations

The things that we do which we believe are critical to all businesses who operate responsibly.

Corporate Responsibility Annual Report and Accounts 2022 / 37

Our passion for our products and brands makes us part of the community in which we engage.

Our 3,000 colleagues are our audience as well as our external readership – an incredible privilege which we treat with total respect.

We are proud of our past and excited about our future

Founded in 1985 with one magazine, over the last 38 years we have undertaken a number of acquisitions and it is that combined past that makes us who we are today. Today Future boasts a portfolio of over 250 brands, many of which are growing fast: we celebrate our heritage, and we remain excited about our future.

We all row the boat

Everyone at Future has a part to play and a contribution to make, because together we are stronger.

Let’s do this

We have a bias for action, taking the best decisions we can in the face of uncertainty; we won’t always get it right, and that’s ok.

It’s the people in the boat that matter

We make sure we have the right team, with the right skills, to deliver our strategy, supporting each other, challenging each other and having fun along the way.

Results matter, success feels good

We are restless in our pursuit of improvement, to be ever creative and unashamedly commercial in our ventures. Positive momentum helps us achieve extraordinary results, and celebrating our successes is a great way to support this.

Our values

38 / Future plc Corporate Responsibility

We’re one of the biggest publishers in the UK and growing fast in the US. We are focused on expanding mindsets and prospects. Our brands connect people with their current passions and help them to find new ones. Our aim is to help people learn:

• Informally
• From a diverse range of content
• Through democratising information
• By loving our subjects and making them accessible
• Ensuring our content can be reached through non-conventional pathways, using technology and innovation.

Our content will be accessible, authoritative and expert so that everyone from diverse and global backgrounds will be able to fuel their passion or gain valuable learning.

The Expanding Horizons pillar is one of our Future differentiators, which were new to us last year. Although we acted responsibly in these areas prior to the launch of our Responsibility strategy, we had not coalesced our approach explicitly until now. Since then, we’ve clustered our ambitions into three topics, in order to derive tangible outcomes from this pillar:

• Discovery: Helping our audiences to easily find and consume even more of our content.
• Accessibility: Ensuring our content is accessible to diverse communities.
• Partnerships: Working with external partners to supercharge the above.

The eight employees who worked on this pillar developed the three topics into more detailed objectives with success measurements; these became our workstreams. Their core competencies are in consumer marketing, video and content. Our progress in these areas is detailed on the next page.

Why is this important to Future?

What have we accomplished in FY 2022?

Pillar 1: Expanding Horizons

Connecting people with their passions and lifelong learning

We have an opportunity to take positive action to fuel passions and provide compelling learning opportunities for our colleagues, our audiences and our future talent. We will leverage our brands’ influence to facilitate lifelong learning for all.

Corporate Responsibility Annual Report and Accounts 2022 / 39

Topic	Ambitions (2021 and beyond)	Measurement	FY 2022 Progress	FY 2023 Objectives
Discovery	We will leverage the expertise we have within each of the verticals in the business to cross-pollinate content across the different brands in order to widen access to expert content, providing learning opportunities across our brands e.g. leveraging our financial services expertise to add a “Money” channel on Tom’s Guide. Each website should include Authorship hub pages which will demonstrate the expertise of our editorial teams. Brands using a wider pool of writers year on year, leveraging the internal database of experts. In FY22, we agreed to create a directory of experts which will sit on the future plc website, in order to: 1) Showcase our expertise through our experts, underpinning the quality of our content and enabling more of our audience to find our content and allowing our content to reach new audiences. 2) Enable our editors to ensure our content is written by a diverse group of experts. It will also be used as a lens to identify topics that are lacking in a diverse set of experts. We will create a directory of experts across verticals / brands. This builds on the Authorship hub template being worked on by our editorial teams to support our goal to be seen by Google and our audiences as expert, authoritative and trustworthy.	Drive an increase in engagement metrics e.g. page views per session, dwell time etc. Drive growth in audience trust and positive sentiment about our brands. Establishment of Audience, Content and Editorial (ACE) monthly forums, with agendas to address these points. We will enable our audience to consume more of our content from first touch, through, for example, “recirculation” (e.g. showing our audience more opportunities to read content written by the expert who wrote the article they are currently reading).	We will create a directory of experts across verticals / brands. This builds on the Authorship hub template being worked on by our editorial teams to support our goal to be seen by Google and our audiences as expert, authoritative and trustworthy.

Accessibility
We will develop content that is fully accessible for lifelong learning. For example, avoiding color contrast ratios above 20:1 in our print and digital content ensures those with vision or cognitive impairments are more able to access and enjoy our content. Improvements in accessibility, benchmarked and measured by a tool such as Wave / Google Lighthouse. We have created an editorial guide for accessibility focused on ensuring all Future content is accessible and from a diverse range of voices. The Guide provides a single resource for all content creators, highlighting the significance of accessibility and inclusion & diversity in our content. We will publish the guide internally and promote it to all new hires as well as to existing colleagues, on a regular basis. We will agree an audit frequency and methodology to ensure the guide is embedded.

Partnerships
To accelerate this pillar of connecting people with their passions and lifelong learning, we are looking at partnerships with organizations where there is a mutual benefit. The aim is to use their platform with our content to reach a bigger audience and focus on topics important to our audience. Partnership in place with a content creator that can enhance our distribution. Raise the profile of our writers and editors. We have initiated contact with organizations and are in the early stages of exploring partnerships. We will develop a partnership with at least one of the organizations to bring mutual benefit to both parties. This means a partner who will either develop content that promotes lifelong learning and which we will house on our network, or can provide a way for us to amplify our own content to reach an even wider, diverse global audience and enable lifelong learning for all.

40 / Future plc

Corporate Responsibility

Our core purpose is that ‘we change people’s lives through sharing our knowledge and expertise with others, making it easy and fun for them to do what they want.’ At Future, we only have experts creating content, to ensure we meet our audiences’ needs, promote a safer internet and produce truly responsible content. As a leading digital publisher, we have a responsibility to create a safe internet. Future has an audience reach of over 500 million, and with this comes a responsibility to ensure we work hard to secure the internet we want, the environment we need, and to keep our audiences safe. For example, our relevant brands leaned into supporting the people of Ukraine, to keep our audiences informed. Both The Week UK and US reported extensively on the conflict, and we planned special content for The Week Junior to help parents explain to their children what was happening, in a way that did not terrify. Online content is a vital part of our business, and we are committed to championing an internet that is safe for all ages, and is free of misinformation or fake news. We will take a lead in conversations on this issue and embed it in our day-to-day business. The internet enables us to share our expert content with our audiences and to engage with them. We hold ourselves to high standards, ensuring our content is ethical and in line with our values. We are working continuously on a Responsible Content Framework to set common principles across the Group, to guide our editorial colleagues.

The Shaping the Future pillar is our other Future differentiator, which was also new to us last year. As with the Expanding Horizons pillar, we had not coalesced our approach explicitly until now. The twelve colleagues who worked on this pillar developed the three topics into more detailed objectives, with success measurements, and these became our workstreams. The three topics are – Fake news and misinformation, Responsible content, Encourage positive impact. Their core competencies are in trade marketing, video, compliance, commercial and content. Our progress in these areas is detailed on the next page.

Why is this important to Future?
What have we accomplished in FY 2022?

Pillar 2: Shaping the Future

Leading conversations on the future of the internet and publishing

We will not tolerate misinformation or fake news. We will develop a responsible content framework for our brands and will use our data responsibly. We will adopt a leadership position in championing a safer internet and embed it in our day-to-day business.

Corporate Responsibility

Annual Report and Accounts 2022 / 41

| Topic | Ambitions (2021 and beyond) | Measurement # Future plc Corporate Responsibility

We will collaborate with editors to establish how we use our expertise to amplify and promote issues. This will differ across brands, to be truly authentic for our audiences. We will demonstrate how we’ve used our content to positively influence consumer behaviour. We have collated examples across our verticals and brands which demonstrate the impact we’ve had on society and how we’ve positively influenced consumer behaviour. The examples are not about our individual actions, or even our corporate actions; they’re about inspiring others at scale. A positive impact could be an article or campaign that:
• positively benefits our community and our planet;
• encourages a positive impact/outcome among our audiences; or
• amplifies issues through our reach; enabling our communities to have a beneficial impact on society or our environment.

We have launched a new award internally which will be presented at the end of the calendar year: the Positive Impact Award. This award will celebrate content that has amplified or encouraged a positive impact. We’ll continue to collate and share examples of brands that have demonstrated Positive Impact, with an Award at the end of the calendar. We’ll engage with the Vertical MDs to identify brands that sit in the same vertical and have similar aspirations in the way that they might inspire our audiences and therefore create a positive impact on society or our environment. Our long term ambition is to bring together those brands to jointly campaign around a particular issue, inspiring action at scale.

42 / Future plc Corporate Responsibility

In order to attract, retain and develop top talent, we continue to invest in our people strategy, to ensure that we are an employer of choice for all. To create content that our customers love, we value diversity in our business, people and thoughts. This is what drives diversity in content, discussion and views, enriching lives.

At Future
* Everyone’s welcome (inclusion & diversity)
* Everyone can shine (learning & development)
* Everyone contributes (delivers social impact)
* Everyone’s engaged (colleague engagement, community & opinions)
* Everyone’s supported (well-being & safety)

Everyone is welcome (inclusion and diversity)

Throughout FY 2022 we continued to build momentum towards this goal of inclusion. This involves ensuring we are inclusive from recruitment all the way through the colleague lifecycle. We are working hard to ensure that our workforce reflects the diverse communities we serve, and that we create an inclusive culture where every colleague can truly be themselves at work. We want people to feel they have found a tribe, feel welcome and valued for who they are, as well as what they do. Embracing diversity underpins our commitment to providing equal opportunities to our current and future colleagues, and to applying fair and equitable employment practices. We codify this through our Diversity, Equality and Inclusion Policy, our Inclusion and Diversity Strategy, and our Values, which you can find on page 37.

Disability policy

When considering recruitment, training, career development, promotion or any other aspect of employment, we strive to ensure that no colleague or job applicant is discriminated against, either directly or indirectly, on the grounds of disability. If a colleague becomes disabled while in employment – and as a result is unable to perform their duties – we will make every effort to offer suitable alternative employment and assistance with retraining.

Everyone can shine (learning & development)

FY 2022 has seen Future welcome over 1,600 new colleagues into the business, through acquisition and hiring. We have continued to use our onboarding tool to further enhance the colleague journey, and we continue to build content into our flexible online learning portal, Future University, which gives colleagues access to bitesize learning opportunities at a time that is convenient for them.

Why is this important to Future?

Pillar 3: The Culture Behind the Company

Great content emerges from a great culture. We are a people business first and foremost. We believe in nurturing a smart, diverse and inclusive culture which brings people together from all backgrounds and lets them shine.

Corporate Responsibility Annual Report and Accounts 2022 / 43

We are launching a new Human Resource Information System (HRIS) in FY 2023, which will consolidate the digital journey for new hires, from application through to the end of their probationary period. All of our Managers work to our Performance & Potential framework, which is a continuous process. This is a colleague-led framework which facilitates continuous quality conversations to help us achieve higher levels of performance, development, engagement and recognition.

Everyone contributes (delivers social impact)

Our approach to development also extends to supporting employability and career development outside Future. In FY 2022 we continued the Future Foundation which seeks, through investment of our time, expertise, resources and passion, to provide the opportunity for disadvantaged children to reach their full potential. At Future we are also proud of our charity-matching scheme that supports our people with their fundraising endeavours. In support of the incredible efforts of our colleagues, a donation is made to match their fundraising efforts. Following the tragedy that took place in America during May 2022, we matched any donation that colleagues made to EveryTown for Gun Safety. We also matched the donations that colleagues made to any charity supporting the people of Ukraine. Colleagues within our offices also worked together to help where they could. In London, for instance, they organised collections of warm clothes, medicines and sleeping bags.

Everyone is engaged (employee engagement, community, opinions)

Having an engaged workforce is critical to business growth and success. In April 2022 we conducted our first Annual Colleague Engagement Survey to measure satisfaction. We had a 71% response rate where many colleagues shared meaningful and insightful feedback about their Future experience. We have a consistent rhythm of internal communications that engage all our colleagues in regular updates, formal and informal, in person and online. All staff are given frequent opportunities to ask questions directly of the senior management and receive direct feedback. We encourage all managers to have regular check-ins, both individual and team meetings. We run Star of the Month activities and annual awards aligned to our values. Colleagues’ involvement in the Company’s performance is encouraged through share schemes and other initiatives such as our profit pool. We launched our Value Creation Plan in FY 2021, giving all colleagues the opportunity to share in the success of the business. We strongly believe that colleagues who can benefit from the success of the Company are engaged, ensuring everything we do is for the benefit of all. At Future, colleagues are invited to contribute their experience, expertise and ideas. Colleagues are encouraged to partake in cross-functional working, with team members collaborating on projects throughout the business, sharing their knowledge and expertise and learning from other departments.

	Male	Female
Board	5	56%
ELT	4	44%
SLT	9	60%
All Colleagues	6	40%
	65	63%
	37	36%
	1,356	47%
	1,502	53%

	Board	ELT	SLT
White (or other white including minority white groups)	100%	89%	86.7%
Mixed/multiple ethnic groups	0%	11%	6.65%
Asian	0%	0%	6.65%
Black/African/Caribbean	0%	0%	0%
Other ethnic group including Arab	0%	0%	0%
Not specified/prefer not to say	0%	0%	0%

Diversity

44 / Future plc Corporate Responsibility

All colleagues transferring through acquisition are given a buddy, an opportunity to meet with someone from the existing Future workforce, informally, to support them through the transition. This is in addition to meeting their own manager and team. We invite all new colleagues to tailored Welcome sessions and Town Halls with the senior management team. Throughout the process, we invite feedback to understand how we can continue to improve our colleague engagement and onboarding activities.

Everyone is supported (well-being and safety)

At Future, prioritising health and colleague well-being is a critical part of our Company culture. By supporting our colleagues physically, mentally and emotionally they can be fulfilled in their career and give their best performance. Future is largely an office-based environment. All locations across the Group comply with relevant legislation and we communicate our health and safety policy to all colleagues. In the UK, US & Australia, there were no fatalities and seven minor injuries across these sites during FY 2022. We are committed to being a great place to work and an employer of choice, ensuring that we have the best people. We remain proud of our unlimited holidays – an extraordinary benefit that allows colleagues time to reset. We also provide other non-financial benefits such as discounted gym membership in some office locations, and shopping discounts. Our financial benefits are referenced on page 97 (Directors Report on Remuneration). We also have communities that look after each of our office locations. Each community is a team of volunteers from across departments who are passionate and enthusiastic about building a sense of community and connectivity at Future. They work hard to keep everyone informed, give them a chance to provide feedback, to make a difference and to have some fun together.

What else have we accomplished in FY 2022?

The Culture behind the Company pillar is one of our Foundation pillars, which focuses on what we believe is critical to all businesses who operate responsibly. These topics were consequently not new to us last year, but were expanded upon with the launch of the Our Future, Our Responsibility strategy in December 2021.# The e ght colleagues who worked on th s p llar developed the five top cs (as l sted on page 42) nto more deta led object ves w th success measurements, and these became our workstreams. The r core competenc es are n HR, talent development, talent acqu s t on and commun cat ons. Our progress n these areas s deta led below

| Topic | Ambitions (2021 and beyond) | Measurement | FY 2022 Progress | FY 2023 Objectives |
| :--- | :--- | :--- | :---1. The e ght colleagues who worked on th s p llar developed the five top cs (as l sted on page 42) nto more deta led object ves w th success measurements, and these became our workstreams. The r core competenc es are n HR, talent development, talent acqu s t on and commun cat ons. Our progress n these areas s deta led below
2. Topic Ambitions (2021 and beyond) Measurement FY 2022 Progress FY 2023 Objectives
3. Everyone’s engaged We will incorpora e u ure values as par of he recrui men process, colleague reviews and all exis ing HR processes. Annually, we will hold a Town Hall o review he Values and reflec he Annual Colleague ngagemen Survey resul s. Our ambi ion is o see an increase in re en ion by ~5% and an increase in colleague engagemen me rics, capured by our Annual Colleague ngagemen Survey. n April 2022 we conduc ed our firs Annual Colleague ngagemen Survey o measure sa isfac ion. We had a 7 % response ra e where many colleagues shared meaningful and insigh ful feedback abou heir u ure experience. The resul s of he Annual Colleague ngagemen Survey were hos ed on a dedica ed Google Si e, and we have since hos ed a series of lis ening sessions o alk hrough ideas around how we could improve, and o unders and he feedback so ha we could ensure he changes we make are he ones ha ma er. Communi y is also impor an , and now we are back in our offices, differen groups of colleagues are coalescing o help build our cul ure. or example, during June our offices were rainbow-hued for Pride, hanks o sugges ions from our GBTQ+ communi y; ac ivi ies ook place in he UK o celebra e he Queen’s Jubilee; book clubs were launched; and invi a ions were sen ou for summer BBQs and even s. We plan o use he feedback from our Annual Colleague ngagemen Survey and lis ening sessions o make u ure an even more engaging place o work, and we have a series of ac ions in place o ensure his happens.
4. Everyone is supported We will con inue o rain Men al Heal h irs Aiders (MH As), opera ing a ra io of around per 50 colleagues, and suppor he individuals who provide his service across he Group. Our ambi ion is o see an increase in re en ion by ~5% and an increase in colleague engagemen me rics, capured by our Annual Colleague ngagemen Survey. Well-being a u ure does no end wi h physical safe y. n Y 202 we ook a number of s eps o ensure he men al and emo ional well-being of our colleagues was suppor ed. We have con inued o suppor colleagues in his way during Y 2022, main aining over 50 Men al Heal h irs Aiders across our si es, o provide our colleagues wi h resources and confiden ial suppor , focusing on men al heal h. They have all had refresher raining, run weekly drop-in sessions and are available a any ime via a dedica ed email accoun . We have a Colleague Assis ance Programme in each of our geographies, which provides colleagues wi h access o free and confiden ial suppor services, such as a qualified counsellor. We will con inue o provide raining o all our MH As and ensure here is always someone available o answer reques s for help. Our Annual Colleague ngagemen Survey will include a sec ion on well-being and knowledge of curren ac ivi ies and available solu ions. The Annual Colleague ngagemen Survey in Y 2022 included a sec ion on well-being. We have since held lis ening sessions o unders and he feedback and formula e an ac ion plan. We will ensure he well-being sec ion is repea ed in he Y 2023 Annual Colleague ngagemen Survey in order o measure any change. We will ensure colleagues are aking a minimum of 5 days leave each year, and wi hin any rolling 2 weeks a leas wo days off. All colleagues ake a minimum of 5 days leave each year, and wi hin any rolling 2 weeks a leas wo days off. Our People Team s ar ed work on guidance for managers and employees on how o implemen he unlimi ed leave policy offered o employees in mos of our erri ories. This was a key issue coming ou of he employee engagemen survey ha whils s aff apprecia ed he oppor uni y o ake leave, hey needed fur her guidance on how o benefi from he policy. Our new HR S will enable us o ensure colleagues ake a minimum of 5 days leave a year and wi hin any rolling 2 weeks a leas wo days off.
5. Corporate Responsibility Annual Report and Accounts 2022 / 45
6. Topic Ambitions (2021 and beyond) Measurement FY 2022 Progress FY 2023 Objectives
7. Everyone is welcome We will se our D & objec ives and publish our diversi y policy. Our ambi ion is for he diversi y of our workforce o ma ch he diversi y of our local popula ions, and for 20% of our vacancies o be filled by in ernal promo ions. We have se our D & objec ives, which are focused around raining our commercial eam ini ially. We’ve also published our new diversi y policy in ernally. Our Board diversi y policy can be found our our websi e: www. fu ureplc.com/governance/ We will expand on our D & objec ives which will exend beyond our commercial eam. We will publicly repor on he diversi y of he xecu ive eadership Team. We’ve publicly repor ed on he diversi y of he xecu ive eadership Team (see page 43 in his repor ). We will con inue o repor on he diversi y of he xecu ive eadership Team. We have an oppor uni y o build new and exis ing par nerships, in order o diversify our workforce and our con en . We’ve begun developing partnerships with universities close to our office locations. We will con inue o develop par nerships wi h universi ies and po en ially colleges, in par icular hose which are close o our office loca ions. nclusion raining will be manda ory, and all managers will have inclusive leadership raining. We have worked with Inclusive Employers to deliver inclusion training for a group of Commercial colleagues. Three of our People team attended this session and have also attended a Train the Trainer session. We have also launched online Anti-Harassment training across our US workforce. We will work wi h nclusive mployers o deliver inclusive hiring raining o our hiring managers of he pilo programme. Three of our People eam will a end his session and a Train he Trainer session; hey will roll ou his raining for hiring managers across he business. We will also roll ou An i-Harassmen raining across our en ire workforce.
8. Everyone can shine We will increase in ernal mobili y. We will con inue o offer raining and men oring for colleagues. Our ambi ion is for 20% of our vacancies o be filled by in ernal promo ions, and for 85% colleagues o s ill be in role af er one year, as well o see an increase in colleague engagemen me rics, capured by our Annual Colleague ngagemen Survey. As referenced on page 43, our Performance & Po en ial ramework provides s ruc ure o enable colleagues o ge he bes ou of heir performance on a day- o-day basis, o release heir po en ial and naviga e heir career a u ure, whe her ha be a sideways move, or moving up he career ladder. n prepara ion for our new HR S, we are crea ing Job amilies. We plan o run a series of workshops wi h each group o launch he job families, framed in he con ex of career pa hs a u ure. We will use his as an oppor uni y o highligh how people can move up in heir career and show wha some of he compe encies would look for a each job level. We will publish career pa hs online in ernally and ex ernally, and crea e real-life case s udies of colleagues’ journeys a u ure. We review our op alen annually, calibra ing wi h he xecu ive Team o iden ify po en ial and ensure we are all aware of he alen in our business, and ha we have succession plans and individual raining plans for each. We are curren ly working on a iered approach o our managemen raining, and plan o launch programmes for all levels in Y 2023. We are also developing a compe ency framework which will be used o assess all of our senior leaders’ capabili y and compe encies, and which will lead o a formal performance conversa ion wi h each leader. ollowing his, a Developmen Ac ion Plan (DAP) may be crea ed for hem, depending on heir ambi ions, and performance. Our in ernal S O raining programme has con inued o develop. Buil for new and curren edi orial s aff, i enables hem o learn or improve audience developmen echniques. We are developing his programme fur her in Y 2023, from raining on how o use our proprie ary Con en Managemen Sys em (CMS) and eCommerce pla forms - Vanilla, our websi e pla form and HAWK - our eCommerce echnology, hrough o media raining or how o deal wi h online harassmen . The new framework will ensure ha all edi orial colleagues receive consis en raining, and ha hey all have access o he same learning oppor uni ies. We will have a digi al skills programme for junior s aff. We have launched wo new early careers programmes in Y 2022. Our gradua e programme runs in bo h he UK and US and our loca ions are all in close proximi y o higher educa ion ins i u ions. Gradua es in ngland can also ob ain professional qualifica ions in he form of appren iceships. Our Accelera or Appren iceship programme encompasses courses for appren iceship a various junior levels, ac ing as an early career en ry poin in o u ure, wi hou he requiremen for a degree. Our Degree Appren iceship programme encompasses fully-funded degree courses a appren iceship a levels 6 & 7 (as defined by he duca ion & Skills unding Agency), alongside employmen for specific ech areas. We work wi h mul iple raining ins i u ions o facili a e our appren iceships, including Kaplan (UK) and Mul iverse (UK & US).
9. Everyone contributes We will crea e par nerships wi h chari ies ha align wi h our values. We will inves in he u ure ounda ion and increase i s impac . We will increase he number of colleagues coaching young people from disadvan aged backgrounds, via u ure ron iers. We hope o see an increase in colleague engagemen me rics, capured by our Annual Colleague ngagemen Survey. We con inued o suppor a programme ha provides men oring, coaching and in ernships o disadvan aged s uden s in ondon, inspiring hem wi h he confidence and skills o pursue a career in media.# Corporate Responsibility

At Future, we acknowledge our responsibility to build a sustainable future for our planet and our communities. We are committed to delivering a sustainable, transparent and well-governed business. We will be principled and transparent in reducing our own impacts, and behaving ethically. We already do much work to ensure our business is sustainable - from sourcing paper responsibly to our travel policies - and we have brands at the forefront of these conversations.

• Marmite Magazine won the Innovation of the Year Award from the British Society of Magazine Editors for its work over the past two years bringing its key purpose pillar - sustainability - to life and engaging new audiences in the topic through live panel events, a festival, awards, specials, guest edits, digital partnerships, campaigns and a dedicated channel.
• Woman & Home also featured content on Sustainable living: How to help combat climate change at home.
• The Tom's Guide awards now feature sustainability for the prestigious Hero Award.
• Ideal Home introduced the One Small Step badge to its print content around three years ago to highlight products or stories that encourage a more sustainable approach to homes. This has now been expanded to a one-page feature in every issue, focusing on news and ideas for a more sustainable home.

Reducing Waste

Sourcing Paper

Paper is the largest raw material we use as a Group. We work hard to make sure that whatever we consume, we do it in a way that is ethically responsible and environmentally sustainable. Our paper is sourced and produced from sustainable, managed forests, conforming to strict environmental and socio-economic standards. Our paper mills and paper merchants all hold full FSC (Forest Stewardship Council) certification and accreditation, showing our commitment to sourcing paper supplies from sustainable sources.

Recycling of Unsold Magazines and Gifts

The Group is strongly incentivised to minimise the number of unsold magazines and we employ sophisticated techniques to help achieve this. In the UK, Future's unsold magazines are either used in recycled paper manufacture or in other recycling operations, or they are handed to local schools and hospitals. We also support the Professional Publishers Association's initiative, encouraging readers to recycle their magazines after use, and we are now full members of the OPRL (On-Pack-Recycling-Label) Scheme which provides full access to and use of correct recycling labelling, instructing consumers how to responsibly recycle or dispose of our magazines and packaging.

Packaging

We comply with our obligations under the Producer Responsibility Obligations (Packaging Waste) Regulations, and carry out an annual packaging waste audit where we declare our packaging waste volumes and offset our waste by purchase of Packaging Waste Recovery Notes. Our UK subscription copies are now all mailed in paper-wrap, along with the majority of promotional packs to the retail newsstand. In FY 2022 we explored moving our export subscriptions to paper wrap, from their current LDPE4 (number 4-coded low-density polyethylene) fully recyclable wrap. We have three export titles (Golf Monthly, Rugby World and Sporting Gun) in paper wrap, the rest are still in polywrap. We are trialling the paper wrap with these three titles to assess how well it travels through international postal systems and also to compare costs. We remain committed to ensuring recycling logos show the latest information available on recyclability of the wrappers, directing customers to recycle the bags at local supermarkets.

Recycling and Waste Management in the Office

All of our offices have clearly defined communal waste and recycling areas. Our in-office signage for colleagues ensures we all play an active part in recycling. We have separate general waste, mixed recycling and food waste in all offices, and we operate a zero single-use plastic policy, which has significantly reduced our impact already. We work with our waste provider to complete quarterly reporting to trace waste usage more efficiently and monitor progress on reducing waste that is sent to landfill.

• FY 2021: Total waste: 15.129 tonnes across four locations. Total recycled: 5.354 tonnes (35.4%) across four locations.
• FY 2022: Total waste: 32 tonnes across three locations. Total recycled: 21 tonnes (67%) across three locations.

Scope 1 and 2 Emission Reporting

Climate risk and opportunities have not yet been considered as part of our risk process. However, the Group has commissioned a third-party to include climate risks and opportunities in our risk assessment in FY 2023. You can read more about our approach to risk on page 66.

Streamlined Energy & Carbon Report (SECR) Summary

In accordance with the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 (the 2013 Regulations) and the Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (the 2018 Regulations), we have reported our Streamlined Energy and Carbon Report disclosure for 2022, covering the period 1 October 2021 to 30 September 2022.

Methodology

Our reporting covers our UK, US and Australian entities: Future Publishing Limited, Future US, and Mozo Pty. Limited. We use the Environmental Reporting Guidelines including streamlined energy and carbon reporting guidance¹ and Greenhouse Gas Protocol² methodology for compiling this greenhouse gas (GHG) data and included all required emissions sources.

	FY 2021
	Total (tCO2e)
The combustion of fuel gas for heating and fuel for vehicles (Scope 1)
UK	106
US	2
Aus	1
TOTAL	109
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
Location Based
UK	235
US	34
Aus	-
TOTAL	269
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
Market Based
UK	337
US	34
Aus	-
TOTAL	371
	FY 2022
	Total (tCO2e)
The combustion of fuel gas for heating and fuel for vehicles (Scope 1)
UK	154
US	0
Aus	0
TOTAL	154
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
Location Based
UK	271.81
US	71.76
Aus	9.30
TOTAL	352.87
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
Market Based
UK	147.85
US	71.76
Aus	9.3
TOTAL	228.91
	FY 2021
Total Emissions (tCO2e) - Location Based	431
Total Revenue (£m)	606.8
Intensity Ratio (tCO2e per £1m) - Location Based	0.7
	FY 2022
Total Emissions (tCO2e) - Location Based	609
Total Revenue (£m)	825.4
Intensity Ratio (tCO2e per £1m) - Location Based	0.7
	FY 2021
	Total (kWh)
The combustion of fuel gas for heating and fuel for vehicles (Scope 1)
UK	1,152,393
US	7,318
Austral a	-
TOTAL	1,159,711
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
UK	1,084,041
US	41,433
Austral a	3,776
TOTAL	1,129,250
	FY 2022
	Total (kWh)
The combustion of fuel gas for heating and fuel for vehicles (Scope 1)
UK	820,246
US	0
Austral a	0
TOTAL	820,246
The purchase of electricity, heat, steam or cooling by the Group for its own use (Scope 2)
UK	1,575,827
US	413,121
Austral a	11,773
TOTAL	2,000,720
Total Energy (kWh)	2,288,961
Total Revenue (£m)	606.8
Intensity Ratio (kWh per £1m)	3,772.18
	FY 2021
Total Energy (kWh)
	3,222,176
Total Revenue (£m)	825.4
Intensity Ratio (kWh per £1m)	3909.78

---

¹ https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/850130/Env-reporting-guidance_inc_SECR_31March.pdf
² https://ghgprotocol.org/
³ https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2020
⁴ Source: IEA (2019) Emission Factors (https://www.iea.org/t_c/termsandconditions/)# GHG emissions

GHG emissions factors have been sourced and applied from BES conversion factors for GHG emissions. The equivalent reports on non-UK (Australia) properties used the CO2e factors provided by the International Energy Agency (IEA). For the USA region, a regional factor for New York, provided by United States Environmental Protection Agency, sourced from carbon footprint, was used for emissions associated with grid electricity consumption. As a Group with only office-based activities and no manufacturing activities, under the GHG Protocol Corporate Standard, emissions fall under Scope 1 (combustion of fuel) and Scope 2 (purchase of electricity).

Intensity Ratio

We are using Tonnes per £1 million revenue. Our GHG emissions CO2e intensity has decreased further from 0.8 tonnes CO2e per £m in 2021, to 0.74 tonnes CO2e per £m in 2022, which is a decrease of 7.5%.

Energy Efficiency

Action Taken

Two of Future’s largest UK sites, Paddington and Bath, now have electrical charging points for vehicles in place. We have also invested in new Trend Controls panels to ensure the Bath office Building Management System (BMS) is as efficient as possible. In our NY office, we have installed a new BMS so we have better control of our air conditioning systems, which in turn will reduce usage. In the coming financial year, we are completing the LED lighting upgrades to one floor of the Paddington office and the whole site in Reading. The LED lighting upgrades will lead to a 71.1% reduction of total circuit watts in the Paddington office, and a 63.5% reduction in the Reading office. We are also going to be upgrading the air conditioning system to a new Variable Refrigerant Volume system to aid usage and provide better performance. TM44 surveys are also being completed at all UK sites.

What have we accomplished in FY 2022?

Taking Responsibility is our other Future Foundation pillar. Although these were not new to us last year, through the launch of our Our Future, Our Responsibility pillar in December 2021, we have further developed our ambitions surrounding climate and sustainability. The six colleagues who worked on this pillar developed the five topics (Climate Change - Direct Value Chain impacts, Corporate Governance & Compliance, Lobbying & Public Affairs, and Stakeholder Engagement) into more detailed objectives, with success measurements, and these became our workstreams. Their core competencies are in building management and facilities, supply chain and production, IT, finance and corporate governance. Our progress in these areas is detailed next.

Topic

Ambitions (2021 and beyond)	Measurement	FY 2022 Progress	FY23 objectives
Climate change direct	information and data published in our Annual Report. We will measure our GHG emissions (intensity ratio) once a year via our sustainable energy consultancy partner.	We continue to publish scope 1 and 2 and our intention is to be net zero GHG.	We continue to publish scope 1 and 2 and our intention is to be net zero GHG. We will implement training for key members of the business. We will initiate a Scope 3 footprint report in Y 2023, which will be published in our Y 2024 annual report at the latest. We are employing an independent management consultancy that specialises in ESG and sustainability, to provide guidance on conducting our Scope 3 reporting. Key suppliers have already provided us with their own ‘carbon calculators’ in order for us to be able to calculate our impact from tonnages. We will review their methodology through the consultancy work.
Value Chain impacts	information and data published in our Annual Report. We’ve produced our hard copy print products from certified or responsibly-sourced paper in all our locations. As above, we do not use plastic covermounts, and we package in recyclable materials; There are no plastic covermounts (promotional gifts), packaging is the envelopes for subscribers and the pallet wrapping for distribution. UK subscriber copies are in recyclable paper, overseas subscribers are in recyclable poly. We have removed single-use plastics from our domestic shipping and marketing. We continue to disclose our operational waste and tonnage in the UK through our annual return to the Department for Environment, Food & Rural Affairs (DEFRA), and you can find details of this year’s disclosure on page 47. 100% of our unsold waste (returned copies from shops) is recycled in the UK. The industry has surveyed customers and therefore we can estimate that 90% of our manufactured product is recycled (post consumer waste) but note that this pre-dates the pandemic. We also continue to implement industry-wide initiatives or government-led best practice, e.g. recycling logos in our magazines and on the recyclable plastic, and encouraging recycling in the panels. We have invested in three new intelligent data centre technologies that are 100% powered by renewable energy, and our usage is scaled according to demand. This project started in January 2022 and completed in July 2022. The Data Centres are operated by third party providers, but all the equipment we utilise in them is Future owned. We’ve invested c£2.5 million in brand new kit which is 30% more energy efficient than the kit it replaces. All end-of-life kit is recycled. We constantly optimise our web pages across our brands to reduce page load time and therefore reduce energy usage. We only retain data for as long as we need to, from a financial or legal perspective.	We will continue to produce hard copy issues from certified or responsibly-sourced paper. We will continue to not use plastic covermounts, and to package in recyclable materials. We will continue our discussions with freight consolidators about removing single-use plastics from our international shipping. We will continue to disclose our waste and tonnage through our annual return to DEFRA. We will also continue to implement industry-wide initiatives, e.g. recycling logos in our magazines and on the recyclable plastic, and encouraging recycling in the panels. We will continue to use data centre technologies that are 100% powered by renewable energy, and our usage will continue to be scaled according to demand. We will continue to replace our kit with more energy-efficient kit, and recycle all end of life kit. We will continue to only retain data for as long as we need to, from a financial or legal perspective. Our Scope 3 reporting, in conjunction with the independent management consultancy, will enable us to identify our current digital emissions and set targets to reduce them.
Corporate Governance and Compliance	information published in our Annual Report. Our governance is key to operating a fair and transparent business: in 2022, we created a new Board Committee; this Responsibility Committee supports the Board in the oversight of our Responsibility Strategy (see page 35 for information on committee members). Our policy committee meets once a quarter to review, update and circulate our policies. We make our policies available to all employees across the business via a number of communication channels, including our People site, our Snapshot (weekly update) and general email communications. We train and embed our policies. In Y 2022 all Future colleagues (including contractors with privileged data access) were required to undertake mandatory Privacy and Data Protection training; on the core basics of privacy, the specific requirements by region from laws such as GDPR (UK/EU), CCPA (US) and PIPL DA (Canada). The training is held in Future’s privacy platform, OneTrust, which enables us to tailor training, send personalised emails and track progress. All colleagues who work in the FCA-regulated part of Future are required to undertake Conduct Rules training, which is broken down into three sections: a background to FCA regulation, an introduction to SM&CR, and the full set of Conduct Rules which apply to individuals who work in FCA and PRA regulated firms. External independent audits are conducted at least once every two years on Information Security Policies and Systems, and our policies are reviewed quarterly and hosted on our internal InfoSec wiki. The Board also receives an update on Cyber Security as part of the Future risk register. You can find more information on this on page 69. We have published our tax strategy on our website.	Our Board Committee will continue to govern the Responsibility Strategy. Our policy committee will continue to meet once a quarter to review, update and circulate our policies. We will continue to train and embed our policies within the Group. We discuss ESG in our Town Halls and at all Onboarding events, and we will consider the possibility of introducing training for all colleagues on sustainability and ESG. We will continue to publish our tax strategy on our website.
Lobbying and Public Affairs	N/A	N/A	N/A
Stakeholder Engagement	N/A	N/A	N/A

Taking responsibility

Corporate Responsibility Annual Report and Accounts 2022 / 49

We will continue to disclose our Section 72 statement, annually. We will engage in Ratings providers’ research, and ensure transparency of our data.We have followed the responsible lobbying framework in all lobbying that has taken place this year, e.g. around the Online Safety Bill. We will continue to use the responsible lobbying framework when interacting with regulators and policymakers. We’ve had conversations with MSCI, Sustainalytics and ISS around the transparency of our data and are working through a list of recommendations. As part of the wider shareholder consultation on remuneration, we have also engaged with IVIS, Glass Lewis and ISS to get their input to ensure alignment. We will continue to disclose our Section 72 statement, annually. We plan to publish information around our approach to data and privacy that was previously not in the public domain.

50 / Future plc Corporate Responsibility

At Future, climate change is treated as a Board-level governance topic. Our governance framework is outlined in the Corporate Governance section on pages 76 to 77. For more detail on the roles of the Board and its Committees, please see the matters reserved for the Board and its Committees terms of reference, which are available in the governance section of Futureplc.com. The Responsibility Committee provides updates to the Board throughout the year, including on climate change, to ensure the Board is able to make informed decisions. Our Responsibility Committee evidences our commitment to drive improvements in our environmental and wider sustainability performance, and to ensure that as a business we are making real progress with our environmental commitments. Climate change and how we are responding to the risks and opportunities that it poses is important to our stakeholders (Our Audience, People, Investors, Commercial Partners and Suppliers and Regulators). We support the Task Force on Climate-related Financial Disclosures (TCFD) and its recommendations and are committed to assessing the impacts of climate risks in FY 2023 and opportunities across our operations and supply chains (you can read more about our plan below). This year, we have focused on establishing our reporting structure and internal process to ensure we can identify and manage climate risks and opportunities. We plan to further enhance (see below) and improve these as we evolve along the TCFD journey. The Group has prepared its TCFD disclosures, as set out below, in line with guidance in the 2021 updates to the TCFD Final Report and Annex, including the supplementary guidance for all sectors. We are building on our progress on reducing greenhouse gas emissions (see GHG data on page 47) from previous years to develop a net zero strategy, and we intend to evolve our reporting under the TCFD recommendations. We have the ambition to be scope 1 and 2 net zero. We previously set a target of net-zero on scope 1 and 2 by 2026. We have decided to postpone this target. We had not prepared a detailed transition plan and therefore could not commit to meeting the target. As part of the work undertaken by Carnstone, we will reassess and set a new target by FY 2023. We are continuing to work towards this ambition whilst in parallel assessing our Scope 3 footprint before elaborating a net zero strategy (scope 1, 2 and 3) and an updated goal.

At the time of publication, Future plc has disclosed sufficient information to comply with one of the 11 recommended disclosures set out in Figure 4 of Section C of the report entitled “Recommendations of the Task Force on Climate-related Financial Disclosures published in June 2017 by the TCFD (LR 9.8.6R). While we have made good progress on our reporting, we acknowledge that the Group does not comply with all TCFD recommendations and that further work is required to enhance the identification, impact and reporting for climate-related risks and opportunities, and how these map over the short, medium and long term.

Further work will be undertaken in the coming financial year in the following areas:

| Compliant Y/N | | Rationale # Task Force on Climate-related Financial Disclosures (TCFD)

We have partnered with Carnstone, a specialist provider to the Media industry on developing ESG strategy, who previously helped us on assessing the landscape of ESG in Media when the Group developed its ESG strategy. They will assist the Group in the elaboration of a robust plan with clear milestones and targets, starting with interviews with relevant stakeholders (Finance, Risk, ELT, etc) whilst reviewing existing processes and documentations. This will then allow the production of a detailed gap analysis by the Spring of 2023 against the TCFD recommendations and make recommendations for how climate change could be best integrated into the company-wide risk processes, including the climate scenario analysis in the Spring of 2023. Carnstone will then support internal stakeholders with the implementation of the recommendations in the Summer of 2023 with the ambition to be fully compliant on the 11 recommendations by FY 2023. The table below shows both areas in which we have made good progress and areas we believe more work is required to fulfil a disclosure requirement to a high standard.

Governance

Disclose the organisation’s governance around climate-related risks and opportunities.

a. Describe the board’s oversight of climate-related risks and opportunities.
b. Describe management’s role in assessing and managing climate-related risks and opportunities.

Future is not compliant with these recommendations. However, the Group has the structure in place to address once the climate-related risks and opportunities have been identified. The responsibility for assessing and managing climate-related risks is sits at both executive and Board level. A more detailed governance structure is set out on page 76, but in respect of climate risk reporting the structure is as follows:

• ARC section of the Governance Report on risk review process (page 86)
• Responsibility Report, terms of reference (page 35)

Board

The Board receives updates on risk assessments, mitigation methods and progress from the ARC, and are involved in significant strategic decisions, for example, the adoption of a science based target. The Board reviews the risk register at least once a year. The Board receives updates from the Responsibility Committee on progress on our wider Responsibility Strategy, and from FY 2023 will receive reports on climate-related risks and opportunities, together with updates on our plans to manage these.

Responsibility Committee

The Responsibility Committee oversees the progress towards fulfilling the ambitions and targets of our Responsibility strategy, including regulatory disclosures and change in requirements, including on climate-related disclosures. The ARC Chair will attend two meetings a year of the Responsibility Committee at which climate risk will be discussed. Where possible, every Board member attends each meeting of the Responsibility Committee, even if they are not a member of the Committee, providing context for Board discussions. The Chair of the Responsibility Committee also reports back to the Board after every meeting.

Audit and Risk Committee

The ARC receives detailed updates from management twice a year on risk assessments, mitigation methods and progress. For FY 2022 climate change was not included within the Principal Risks and Uncertainties. This position is kept under constant review.

CEO (chairs the ELT)

CFO

Has responsibility for the consideration of climate-related risks on the financial performance of the Group and compliance with environmental reporting.

Executive Leadership Team (ELT)

Executive responsibility for climate change impact is held by our Executive Directors, supported by the ELT. They have responsibility for oversight of our climate change agenda and are responsible for ensuring that climate-related risks are integrated into the existing business strategy. The ELT is supported by the Responsibility Steering Group. The ELT regularly reviews progress against our sustainability commitments and targets.

Responsibility Steering Group (chaired by the COO)

And has six members of the ELT, including the four pillar leads, and other subject matter expert members. This Responsibility Steering Group monitors our approach to sustainability and, in FY 2023, will be responsible for ensuring our action plan is properly resourced and progress is being made on each responsibility pillar, including climate-related actions.

Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning where such information is material.

a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long-term.
b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning.
c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.

Future is not compliant with these recommendations. However, the Group has aligned its Responsibility strategy with its strategy and identified opportunities to create content to promote sustainability. By ensuring we have a limited carbon footprint compared with most companies we are more attractive for our partners who are also looking to reduce their own scope 3 emissions. For example, during the year we have taken certain business decisions that created opportunities from a climate perspective, for our organisation but also for our customers. Our move to 100% renewable powered data centres in July 2022 makes us more attractive to digital advertisers looking to improve their own ESG credentials. Advertisers and agencies have welcomed our updated credentials. Equally from our content perspective and strategy, we can use our content to inform and influence positive changes, including on climate, on our audience. For example, Deal Homes created the One Small Step badge for products that encourage sustainability. This helps our Audience to meet their own climate related agenda. We acknowledge that there are climate-related risks to the business (for example extreme weather events which might impact our paper supply, or cause electricity shortages) but that a full risk assessment still needs to be performed.

• Responsibility Report, Pillar 4 Making Responsibility (pages 46-49), Pillar 1 Expanding Horizons (pages 38-40)

Risk Management

Disclose how the organisation identifies, assesses, and manages climate-related risks.

a. Describe the organisation’s processes for identifying and assessing climate-related risks.
b. Describe the organisation’s processes for managing climate-related risks.
c. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management.

Future is not compliant with these recommendations as the climate-related risks and opportunities have not yet been identified and therefore cannot be managed. Because of the nature of our business, climate change has not previously been considered to be a risk for Future and so has not featured on our risk register. However, these will be assessed in FY 2023 and will feature in our FY 2023 Annual Report.

• Governance section, ARC report (page 86)

Metrics and Targets

Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.

a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process.
b. Disclose scope 1, scope 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions and the related risks.
c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.

We measure our climate impact through a variety of measures: GHG emissions (scope 1 and 2) Paper supply to ensure it is sustainably sourced. Origin of Scope 1 emissions are from the combustion of fuel for heating or for cars. We also purchase energy from the grid (Scope 2). Our GHG emissions have been verified by an independent third party (B U). We will keep this verification under review to ensure it continues to provide appropriate measurement for our reporting. We have indirect GHG emissions throughout the value chain mainly as a result of our purchase of goods, services, fuels and transportation. We have not yet assessed our Scope 3 emissions, however, we are partnering with Carnstone to elaborate our Scope 3 reporting with the ambition to publish Scope 3 emission by FY 2024 at the latest. Our ambition is to be net zero on scope 1 and 2 emissions and progress on this workstream is monitored through our annual emission reporting.# Future plc Corporate Responsibility

Reporting Requirements

The Company is required to comply with the non-financial reporting requirements set out in Sections 414CA and 414CB of the Companies Act 2006. The table below sets out where in the Annual Report the relevant information regarding the key non-financial matters can be found.

Reporting Requirement	Relevant Information
Group principal and emerging risks, pages 66 to 70	• Carbon performance, metrics and targets
Policies which govern our approach	Climate change, pages 46 to 53
Policy embedding, due diligence, outcomes and key performance indicators	Responsibility Policy
Environmental Matters	Risk section, page 66
• Carbon performance, metrics and targets	Responsibility Report, pages 50 to 53
Colleagues	• Health and safety • Culture and ethics • Inclusion and diversity • Wellbeing and support
Key person risk	People Health and Safety Policy
	Risk section, pages 69 to 70
Social Matters	• Contributing to the economy • Partnership
	Risk section, page 69 to 70
Human Rights And Anti-Corruption And Anti-Bribery	• Reinforcing an ethical business culture • Speaking up against wrongdoing • Prevention of bribery and corruption • Approach to human rights and modern slavery
	Risk section, page 66

Non-financial information statement

Corporate Responsibility

Annual Report and Accounts 2022 / 55

Our key stakeholders are those who influence or are affected by our day-to-day activities. These stakeholder groups have varying needs and expectations; our aim at Future is to engage effectively with all of them, to develop and maintain positive and productive relationships.

How we engage with our stakeholders	Why we engage	Input to Future	Value created
Our Audience We create fans of our brands by giving them a place where they want to spend their time and where they go to meet their needs. They are central to our business and without them we would not exist. Our Audience is largely endemic and content led. We reach 1 in 3 in the US and UK online with a total audience of 506 million. We focus on providing expert content to ensure we meet the needs of our audiences. Strong specialist communities are a differentiator in media.	Our diversified business model provides us with revenue streams from newsletters, online advertising, print and events. They also provide an opportunity to make a difference, using our collective strength to inspire positive change.
Our People Engagement helps Future attract, retain and develop a diverse and talented workforce. Diversity in our people and our thoughts helps us to create content that our audience love, with many of our colleagues being part of the communities we reach. Our workforce reflects the communities we serve. Our culture is a powerful asset and empowers and enables our people to deliver our purpose, supported by our values.
Our Investors We place great importance on having constructive relationships with all shareholders and seek to ensure there is an appropriate level of dialogue with them on all matters, including strategy, governance and remuneration, throughout the year. Our investors provide finance, strategic direction and stewardship. Shareholders are directly consulted by the Board on such matters as Remuneration Policy and views are sought on key corporate activity. Successful execution of the strategy drives strong earnings performance.
Our Commercial Partners and Suppliers Fostering healthy reciprocal relationships helps Future to ensure it achieves the greatest all-round value from its investments and activities. Developing mutually beneficial relationships with our commercial partners and suppliers and building resilience, quality and efficiency across our supply chain is a fundamental contributor to our long-term sustainability. Through alignment with our values, continuous improvement and risk we build mutual confidence and respect.
Regulators Constructive engagement aims to ensure fair energy sector frameworks for energy customers and investors. Public policy and regulatory frameworks influence the markets where we operate. Considered and expert sector views delivery of policy and regulatory aims.

Our Audience

Group engagement

• Engagement methods include dedicated audience panels to ensure the perspectives of all of our diverse audience are considered.
• We evolved our platforms to take advantage of the evolving landscape in search, and to ensure that our content was able to reach and meet the needs of our audiences (see page 28).
• Future also monitors a wide range of indicators of performance.
• We relaunched our audience, editorial and content (ACE) working group (see page 39).

How the Board engaged in FY 2022

• The Board receives regular audience insight reports through the year, and regularly reviews our audience needs.

What we learnt

• Responsiveness to need.
• Quality customer service.
• Mutual confidence and respect.
• Platform capabilities.

What are we going to do in FY 2023?

• Looking ahead, the challenge is to ensure that our platforms continue to evolve to meet the needs of our new audiences, and that we take advantage of our platform capabilities across the new verticals in which we now operate as well as our core business.

Measuring engagement and value created

• Global audience up 17% year-on-year, driven by online users, email newsletter subscribers and social media followers.
• Revenue grew by 36% in FY 2022.

Our People

Group engagement

• Multi-channel engagement through town hall meetings, ELT listening sessions, direct correspondence with the executive, weekly all staff emails from the CEO and the weekly Future snapshot.
• Group-wide colleague survey to assess engagement levels (see page 43).
• Data from colleague exit surveys.
• Formal engagement with trade unions in the US.

How the Board engaged in FY 2022

• Site visits to our Bath, London, New York and Washington DC offices and virtual engagement sessions.
• Continuous feedback on employee sentiment and the support being provided.
• Mentoring key talent.

What we learnt

• Employee well-being, support and resilience.
• Future’s colleague offering reward, benefits, inclusivity, flexibility.
• Engagement with inclusion and diversity strategy.
• The opportunity for all colleagues to have a say and make a difference within Future.
• Being supported to make decisions centred around doing the right thing.

What are we going to do in FY 2023?

• Continued engagement on purpose, vision, strategy and culture.
• Continued focus on improving inclusion and diversity.
• Continued focus on developing our amazing talent.
• Continuing to improve on the integration of people from acquisitions.

Measuring engagement and value created

• Employee engagement response rate of 71%.
• Two volunteering days offered.

Annual Report and Accounts 2022 / 57

Our Commercial Partners and Suppliers

Group engagement

• Ongoing trading agreements with the largest advertising agencies GroupM, Publicis and Omnicom.
• Regular meetings with the large platform businesses, such as Facebook, Google and Snapchat, throughout the year. Future hosted industry events, such as the Cycling Summit.
• Following the completion of the Dennis and other acquisitions, we engaged with commercial partners to ensure that those who had operated on acquired brands were migrated over to Future terms.
• We engage and meet regularly with key raw material and service providers to ensure they understand and align with our objectives.

How the Board engaged in FY 2022

• Board updates on progress in integration work.

What we learnt

• Mitigation and management of social and environmental impacts.
• Project design and innovation.
• Effective governance and operations.
• Fair expectation in the delivery of projects and prompt payment.

What are we going to do in FY 2023?

• Future will continue to use the existing trading agreements with key agencies, while expanding their scope to cover any new brands that we own and operate.
• In areas such as privacy, we continue to engage with our key vendors and the broader media industry to agree on frameworks and systems that allow us to manage new and existing trends.

Measuring engagement and value created

• 36% of Group’s revenue comes from direct advertising.

Regulators

Group engagement

• Ongoing constructive dialogue with the FCA to provide an understanding of our strategy, business plans and culture.# Section 172(1) Statement

This statement intends to set out how our Board of Directors, both individually and collectively, act with regard to matters set out in section 172(1) of the Companies Act 2006 when undertaking their duties during FY 2022. We have a broad range of stakeholders who influence or are affected by our day-to-day activities, and have varying needs and expectations. Our aim is to try to ensure that the perspectives, insights and opinions of stakeholders are understood and taken into account when key operational, investment or business decisions are being made, so that those decisions:

• are more robust and sustainable in themselves and
• support Future's strategic approach of creating value for shareholders and society.

This allows the Board to build trust and fully understand the potential impacts of the decisions it makes on all our stakeholders. Our engagement with Future's main stakeholder groups at all levels and across the organisation, are summarised on pages 54 and 55 of our Responsibility Report. The company's governance architecture and processes are summarised on pages 75 to 76 of our Corporate Governance report. This summary explores how the Board considers all relevant matters in making its principal decisions to contribute to the delivery of Future's long-term priorities. To avoid duplication, this statement incorporates information from other areas of the Annual Report. The Board considers that the statement focuses on those risks and opportunities that are strategically important to Future, and consistent with the Group's size and complexity. More information on the issues, factors and stakeholders that the Board considers relevant to complying with Section 172(1) (a) to (f) of the Act can be found in the locations outlined below.

Our Investors

Group engagement

• Responding to queries from shareholders and debt providers, and holding meetings with all types of investors on an ongoing basis.
• Communicating shareholder and debt provider views to Future's senior management teams.
• Three webinars during the year to inform our shareholders about the value of the audience (October 2021), the video opportunity (February 2022), further market development on privacy (February 2022) (recordings of these can be found on our website).
• Capital Market Day in September 2022 to cover the Group's ambition to reach 1 in 2 in the US and UK with a spotlight on the Women's vertical.
• Quarterly investor newsletter, which gives an update on the business to demonstrate progress on the strategy including sustainability, previous communications with the financial markets, thought leadership as well as upcoming events.
• Engagement with environmental, social and governance (ESG) ratings agencies that many investors and debt providers rely on to gauge sustainability credentials.

How the Board engaged in FY 2022

• A programme of Director-investor meetings covering key financial announcements, long-term priorities and specific issues at investors' request.
• Participation in virtual and physical investor conferences.
• Chair meeting with top shareholders to maintain the interaction and to obtain feedback.
• Remuneration Committee Chair engagement with key shareholders and proxy agencies in advance of our AGM and then as part of the consultation on our remuneration policy (see page 90).
• Regular Board updates on investor and financial market sentiment.
• Detailed reporting of shareholder feedback during and after half- and full-year results roadshows.
• Engagement with shareholders at the AGM.

What we learnt

• Investors are highly engaged with Future and understand the strategy that underpins our future growth plans. They are keen to see the traction from these and they are supportive of the strategy and its implementation.
• Focus on ensuring key management is retained, good success on planning is in place across the leadership teams as well as appropriate future remuneration policy.

What are we going to do in FY 2023?

• Continue to engage with our shareholders throughout FY 2023 through regular communication including the AGM (see page 75).
• Board members are available should investors like to hear an update and share feedback.

Measuring engagement and value created

• Adjusted diluted earnings per share (EPS) 163.5p.
• 192 users of the Investor Relations newsletter.

58 / Future plc Corporate Responsibility Corporate Responsibility Annual Report and Accounts 2022 / 59

(a) Long-term results
The likely consequences of any decision in the long-term

• Strategic report: Our business model (page 18), Chair's statement (page 10), CEO's statement (page 22), Key performance indicators (page 20), Risk management (page 66), Viability statement (page 71)
• Corporate Governance report: Chair's governance statement (page 74), Board activity (page 80), Audit and Risk Committee report (page 86)

(d) The community and our environment
The impact of the Group’s operations on the community and our environment

• Strategic report: Responsibility Report (page 34), Climate-related financial disclosure (page 50)
• futureplc.com: Responsibility

(b) Our workforce
The interests of the Group’s employees

• Strategic report: Our business model (page 18), Responsibility Committee report (page 34), Stakeholder engagement (page 54)
• Corporate Governance report: Chair's governance statement (page 74), Board activity (page 86), Audit and Risk Committee report (page 86), Nomination Committee report (page 83)
• Remuneration report: Remuneration Committee Chair's statement (page 90), Directors' pay in a wider setting (page 105)
• futureplc.com: Responsibility, Gender pay gap report

(e) Our reputation
Our desire to maintain our reputation for high standards of business conduct

• Strategic report: Responsibility Report (page 34), Non-financial information statement (page 54)
• futureplc.com: Responsibility, Modern slavery statement

(c) Our business relationships
The importance of developing the Group’s business relationships with suppliers, customers and others

• Strategic report: Our business model (page 18), Our external environment (page 22), Proprietary technology (page 16), Responsibility Committee report (page 34), Stakeholder engagement (page 54), Investment (page 16), Performance (page 62), Risk management (page 66)
• Corporate Governance report: Board activity (page 80), Audit and Risk Committee report (page 86)

(f) Fairness between our shareholders
Our aim to act fairly as between members of the Group

• Strategic report: Responsibility Report (page 34)
• Corporate Governance report: Chair's governance statement (page 74), Directors' Report (page 120), Shareholder information (page 195)

60 / Future plc Financial Review 62

FINANCIAL REVIEW

RISKS AND UNCERTAINTIES

SUMMARY OF PRINCIPAL RISKS

LONGER TERM VIABILITY STATEMENT

Annual Report and Accounts 2022 / 61

62 / Future plc

Financial Review

Media being offset by a 3% decline in Magazines. UK Media organic growth of 1% was driven by digital advertising (+1%) as well as the recovery in events (+47%) which were previously impacted by the pandemic, partially offset by the decline in Affiliates revenue as expected. Performance was strong in the US where growth of 55% or £115.7m to £325.9m (FY 2021 £210.2m) and was supported by organic growth of 7% reflecting strong growth in digital advertising and a stronger affiliates performance despite the impact of the comparators. Media revenue increased by £112.4m or 27% and by 5% organically. Organic digital advertising revenue grew 7% despite the impact of lower online audiences and organic affiliate revenue was down 6%, with the decline broadly equal to the COVID one-off performance in the prior year. Events recovered and grew by 62% to over £15m. Magazine revenue increased by 58% to £290.2m (FY 2021 £184.0m), including the full-year impact of the Dennis acquisition which continued to perform well with subscription revenues growing on a proforma basis by 6%. In the organic portfolio, subscriptions declined by 11% as we returned to a normalised level of subscribers post-pandemic, whilst newstrade held up well with a marginal decline at 2% organic basis by 5%. Magazine organic revenue performance marginally decreased by 2% as we are now through the COVID comparators.# Financial Review

Included below is a reconciliation between statutory revenue and organic revenue:

	FY2022 £m	FY2021 £m
Total revenue	825.4	606.8
Revenue from FY 2022 and FY 2021 acquisitions	(308.4)	(115.2)
Organic revenue	517.0	491.6
Impact of FX at constant FX rates	0.3	13.3
Organic revenue at constant currency	517.3	504.9

Financial summary

The financial review is based primarily on a comparison of results for the year ended 30 September 2022 with those for the year ended 30 September 2021. Unless otherwise stated, change percentages relate to a comparison of these two periods.

Organic growth is defined as the like for like portfolio excluding acquisitions and disposals made during FY 2021 and FY 2022 at constant FX rates and including the impact of closures and new launches. Constant FX rates is defined as the average rate for FY 2022.

	FY2022 £m	FY2021 £m
Revenue	825.4	606.8
Adjusted operating profit¹	271.7	195.8
Adjusted profit before tax¹	253.1	188.3
Operating profit	188.6	115.3
Profit before tax	170.0	107.8
Basic earnings per share (p)	101.4	59.3
Diluted earnings per share (p)	100.9	58.1
Adjusted basic earnings per share (p)¹	164.4	134.6
Adjusted diluted earnings per share (p)¹	163.5	131.9

¹ Adjusted items are a non-GAAP measure. For further details refer to the section on Alternative Performance Measures on page 64. The Directors believe that adjusted results provide additional useful information on the core operational performance of the Group, and review the results of the Group on an adjusted basis internally. See page 65 for a reconciliation between adjusted and statutory results.

Group revenue increased 36% or £218.6m to £825.4m (FY 2021 £606.8m), achieved organically (increase of 2% at constant currency and 5% at actual currency) and through acquisition, with FY 2021 and FY 2022 acquisitions net of disposals contributing £308.3m to revenue in the year. UK revenue grew by 26% or £102.9m to £499.5m (FY 2021 £396.6m). Total UK organic revenues down 1% with 1% organic revenue growth in

Penny Ladkin-Brand
Chief Financial and Strategy Officer

Financial review

Segment	FY2022 £m UK	FY2022 £m US	FY2022 £m Total	YoY Var	FY2021 £m UK	FY2021 £m US	FY2021 £m Total	YoY Var
Digital ads	67.8	163.4	231.2	+24%	61.5	125.1	186.6	+7%
Affiliates	194.4	78.3	272.7	+26%	142.4	73.8	216.2	(6)%
Events, digital licensing and other media	22.0	9.3	31.3	+57%	16.5	3.5	20.0	+54%
Total Media	284.2	251.0	535.2	+27%	220.4	202.4	422.8	+5%
Newstrade	85.2	0.8	86.0	+1%	84.4	0.9	85.3	(2)%
Subscriptions	75.8	65.0	140.8	+199%	45.1	2.0	47.1	(11)%
Print advertising, licensing and other print	54.3	9.1	63.4	+23%	46.7	4.9	51.6	+5%
Total Magazines	215.3	74.9	290.2	+58%	176.2	7.8	184.0	(2)%
Total revenue	499.5	325.9	825.4	+36%	396.6	210.2	606.8	+2%

Annual Report and Accounts 2022 / 63

Who What Wear acquisitions respectively, in addition to £1.7m and £0.6m of restructuring costs attributable to the review of titles in our portfolio and building of a finance centre of excellence in Bath (2021 £13.1m in respect of the GoCo acquisition and £4.5m in respect of the Dennis acquisition). A total of £10.9m has been recognised in respect of onerous properties, partly reflecting extended time frames in subletting existing onerous property leases as well as £5.7m relating to properties acquired as part of the Dennis acquisition (2021 £1.0m net expense on the exit of onerous properties). During 2021 the impairment charge of £8.8m related to a write down of the brand and customer relationship intangible assets relating to Look After My Bills (LAMB) which was acquired as part of the GoCo acquisition, by £4.4m each respectively, as a result of turbulence in the UK energy market which directly impacted the auto-switch service offering.

Other adjusting items

Acquired amortisation increased by £20.0m to £58.3m (FY 2021 £38.3m) reflecting amortisation arising from the in-year acquisitions of Dennis, What Culture and Who What Wear and the acquisition of GoCo in FY2021. Share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together with associated social security costs decreased by £7.9m to £6.9m (FY 2021 £14.8m). The nature of the scheme means that a charge is booked irrespective of the likelihood of achieving the vesting targets, however, this was mitigated by a reduction for expected associated employers national insurance.

Net finance costs

Net finance costs increased to £18.6m (FY 2021 £7.5m) which includes external interest payable of £13.6m reflecting the drawdown of the RCF to fund the Dennis and Clique Brands Inc. (Who What Wear) acquisitions, higher interest rates and £2.8m in respect of the amortisation of arrangement fees relating to the Group's bank facilities. Leverage at 30 September 2022 was 1.48 times down from 1.9 times following the Dennis acquisition on 1 October (excluding other cash movements) (FY 2021 0.8 times). In November 2022, we secured a new facility of £400m with a syndicate of banks and supported by a partial guarantee from UK Export Finance, with attractive terms. Therefore, total facilities at the end of November 2022 were £900m. Including commitment fees, external interest payable in FY 2023 is expected to increase to £27m, reflecting a blended interest rate of 7.2% on average gross debt of £378.2m. The total forecast net finance cost for FY23 of £32.5m also includes £3.0m in respect of amortisation of arrangement fees and £2.5m of FRS16 related interest costs.

Taxation

The tax charge for the year amounted to £47.8m (FY 2021 £41.7m), comprising a current tax charge of £38.3m (FY 2021 £30.2m) and a deferred tax charge of £9.5m (FY 2021 £11.5m credit). The current tax charge arises in the UK where the standard rate of corporation tax is 19% and in the US where the Group pays a blended Federal and State tax rate of 28%.

Operating profit

Cost of sales have increased year-on-year driven by inflation, mostly in magazines with increases to paper and printing costs due to high energy prices as well as the inclusion of acquisitions and their respective costs. Other costs have increased due to inflationary pressures on salary and wages, and our ongoing investment in editorial, technology, infrastructure and people. Despite the impact of investments and inflation combined with initial dilutive impact of acquisitions, the Group has delivered an improved margin of 33% (FY 2021 32%). This is a testament of the strength of the platform and the ability to create operating leverage. As a result, adjusted operating profit increased by £75.9m to £271.7m (FY 2021 £195.8m) driven by both organic profit growth and contributions from acquisitions. Statutory operating profit increased by £73.3m to £188.6m (FY 2021 £115.3m) and statutory operating margin improved to 23% (FY 2021 19%) driven by the performance in adjusted operating profit combined with lower relative adjusting items.

Earnings per share

	FY2022 £m	FY2021 £m
Basic earnings per share (p)	101.4	59.3
Adjusted basic earnings per share (p)¹	164.4	134.6
Diluted earnings per share (p)	100.9	58.1
Adjusted diluted basic earnings per share (p)¹	163.5	131.9

Basic earnings per share are calculated using the weighted average number of ordinary shares in issue during the period of 120.5m (FY 2021 111.5m), the increase reflecting the weighted impact of the issue of 22.6m shares to fund the acquisition of GoCo in the prior year. Adjusted earnings per share is based on profit after taxation which is then adjusted to exclude share-based payments (relating to equity-settled share awards with vesting periods longer than 12 months) and associated social security costs, exceptional items, amortisation of intangible assets arising on acquisitions and any related tax effects. Adjusted profit after tax was £198.1m (FY 2021 £150.0m).

Exceptional items

Exceptional items include acquisition and integration related costs of £4.7m including £2.9m and £1.2m relating to the Dennis and

Adjusted operating profit and margin	FY 2016	FY 2017	FY 2018	FY 2019	FY 2020	FY 2021	FY2022
£m
£250.0
£200.0
£150.0
£100.0
£50.0
£0.0
40%
30%
20%
10%
0%
5%
11%
14%
28%
24%
33%
32%

64 / Future plc view

Financial Review

	FY2022 £m	FY2021 £m
Cash generated from operations	268.5	197.2
Cash flows related to exceptional items	13.7	22.7
Settlement of employer’s NI on share based payments	2.0	(3.4)
Lease payments following adoption of IFRS 16 Leases	(5.4)	(6.1)
Adjusted operating cash inflow	278.8	210.4
Cash flows related to capital expenditure	(11.6)	(11.1)
Adjusted free cash flow	267.2	199.3

Other significant movements in cash flows include £11.6m (FY 2021 £11.1m) of capital expenditure, net repayment of bank loans and overdraft (net of arrangement fees) of £372.3m, with £298.6m relating to debt settled on completion of the Dennis acquisition and the balance reflecting the Group's strong cash generation (FY 2021 net drawdown of £334.8m) and lease payments of £5.4m (FY 2021 £6.1m). The Group paid a dividend in the period of £3.4m (FY 2021 £1.6m). Foreign exchange and other movements accounted for the balance of cash flows. Adjusted free cash flow increased to £267.2m (FY 2021 £199.3m), representing 98% of adjusted operating profit (FY 2021 102%), reflecting the ongoing efficient cash management by the Group.

Going concern

The Group has produced forecasts which have been modelled for different plausible downside scenarios and include the impact of the increase in the Group's facilities of £240m following the completion of a £400m UK Export Finance facility in November 2022 and the subsequent immediate repayment of the term loan. These scenarios confirm that even in the most severe but plausible downside scenarios, the Group is able to generate profits and positive cash flows. At the period end the Group had net current liabilities of £115.3m (FY 2021 net current assets of £234.9m or net current liabilities of £65.1m on an underlying basis if the cash related to the Dennis acquisition is excluded).# Financial Review

This is primarily driven by the current portion of the term. The Group's adjusted effective tax rate is 21.75% (FY 2021 20.3%). The Group's statutory effective tax rate is 28.12% (FY 2021 28.69%) with the difference between the statutory rate and adjusted effective rates attributable to movements on the group's share-based payments and other non-deductible costs. The Group's deferred tax liability increased by £63.7m to £130.2m (FY 2021 £66.5m) mainly as a result of the deferred tax liabilities recognised in respect of the acquisition of The Dennis group and Who What Wear. For FY2023, the Group expects adjusted tax rate to be at 24%.

Dividend

The Board is recommending a final dividend of 3.4p per share for the year ended 30 September 2022, payable on 14 February 2023 to all shareholders on the register at close of business on 20 January 2023.

Balance Sheet

Property, plant and equipment increased by £5.6m to £53.0m in the period (FY 2021 £47.4m) reflecting the acquisition of Dennis (£13.2m) and acquisition of Who What Wear (£5.0m) offset by depreciation (£9.1m) and impairment of right of use assets (£6.6m), primarily attributable to property leases inherited via the acquisition of Dennis (included within exceptionals).

Intangible assets increased by £561.1m to £1,715.8m (FY 2021 £1,154.7m) mainly reflecting the in-year acquisitions of Dennis, WhatCulture, Wave and Who What Wear (£513.8m) and capitalisation of website development costs (£9.0m) offset by amortisation (£71.3m) and the impact of FX (£109.6m).

Trade and other receivables increased by £36.3m to £134.3m (FY 2021 £98.0m) primarily driven by the acquisition of Dennis (£20.9m on acquisition) and the acquisition of Who What Wear (£9.9m on acquisition).

Trade and other payables inclusive of deferred income increased by £58.9m to £199.7m (FY 2021 £140.8m) primarily driven by the acquisition of Dennis (£60.7m on acquisition).

Provisions increased by £15.3m, primarily due to £10.0m provision for legal costs being recognised on Dennis opening balance sheet relating to historic litigation claims.

Cash Flow and Net Debt

Net debt at 30 September 2022 was £423.6m (FY 2021 £176.3m) reflecting the Dennis, Wave, WhatCulture and Who What Wear acquisitions, offset by strong cash generation. During the year, there was a cash inflow from operations of £268.5m (FY 2021 £197.2m) reflecting the Group's strong trading performance. Adjusted operating cash inflow was £278.8m (FY 2021 £210.4m). A reconciliation of cash generated from operations to adjusted free cash flow is included below.

Adjusted free cash flow

FY 2016	FY 2017	FY 2018	FY 2019	FY 2020	FY 2021	FY 2022
£15.3m	£4.6m	£53.7m	£96.0m	£199.3m	£17.4m	£267.2m

Alternative performance measures

Alternative performance measures (APMs) are used by the Board to assess the Group's performance, providing additional useful information for shareholders on the underlying performance of the Group. These measures are not defined by FRS and are not intended to be a substitute for FRS measures. The Group presents adjusted operating profit and EPS, which are calculated as the statutory reported measures before charges relating to share-based payments (relating to equity-settled share awards with vesting periods longer than 12 months), and associated social security costs, exceptional items, amortisation of intangible assets arising on acquisitions, and any related tax effects, including the UK tax rate change. The prior year results are also adjusted for fair value movements on contingent consideration (and unwinding of associated discount) and on currency option (including any related tax effects). EPS is used as a key performance indicator for the Performance Share Plan. The table below reconciles the APMs to the statutory reported measures.

FY2021

	Statutory	Share-based payments	Exceptional items	Amortisation of acquired intangibles	Effect of tax rate change	Adjusted
Revenue (£m)	606.8	-	-	-	-	606.8
Operating profit (£m)	115.3	14.8	27.4	38.3	-	195.8
Net finance (costs)/ income (£m)	(7.5)	-	-	-	-	(7.5)
Profit before tax (£m)	107.8	14.8	27.4	38.3	-	188.3
Tax (£m)	(41.7)	1.5	(1.3)	(12.4)	15.6	(38.3)
Profit after tax (£m)	66.1	16.3	26.1	25.9	15.6	150.0
Basic earnings per share (pence)	59.3p	14.6p	23.5p	23.2p	14.0p	134.6p
Diluted earnings per share (pence)	58.1p	14.4p	22.9p	22.8p	13.7p	131.9p

FY2022

	Statutory	Share-based payments	Exceptional items	Amortisation of acquired intangibles	Adjusted
Revenue (£m)	825.4	-	-	-	825.4
Operating profit (£m)	188.6	6.9	17.9	58.3	271.7
Net finance income/(costs) (£m)	(18.6)	-	-	-	(18.6)
Profit before tax (£m)	170.0	6.9	17.9	58.3	253.1
Tax (£m)	(47.8)	9.6	(4.0)	(12.8)	(55.0)
Profit after tax (£m)	122.2	16.5	13.9	45.5	198.1
Basic earnings per share (pence)	101.4p	13.7p	11.5p	37.8p	164.4p
Diluted earnings per share (pence)	100.9p	13.6p	11.5p	37.5p	163.5p

Conclusion

The Group has delivered another year of strong growth (both organic and complemented by acquisitions), record profit and cash flow, adding to our track record. The Group is well positioned to continue to deliver its strategy.

The Strategic Report and the Financial Review are approved by the Board of Directors and signed on its behalf by

Penny Ladkin-Brand
Chief Financial Officer

29 November 2022

loan (£79.5m), deferred income of £55.8m (which is materially higher following the acquisition of Dennis) and the nature of the Group's magazine business where the profile of cash receipts from wholesalers is often ahead of payment of certain magazine related costs. The Group has consistently delivered adjusted free cash flow conversion of around 100% or higher and is forecast to generate sufficient cash flows to meet its liabilities as they fall due. After due consideration, the Directors have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of this report. For this reason the Directors continue to adopt the going concern basis in preparing the consolidated financial statements for the FY 2022 results.

Risks and uncertainties

The Group operates in fast-paced and dynamic sectors and markets in different territories and faces a variety of opportunities, risks and challenges that may have direct or indirect impacts on our ability to deliver value and achieve our strategic objectives, which requires well-informed and risk-aware decision making at all levels in the Group. The Board has overall responsibility for risk management and our robust approach to the identification and evaluation of key risks enables us to support the achievement of strategic and operational objectives and to address the challenges, uncertainties and opportunities Future faces. Identification of risks, uncertainties and opportunities is a fundamental part of strategic decision making and part of day-to-day management of our operations across the Group.

Risk appetite

The Group's risk appetite statements set out the nature and extent of the risks the Group is prepared to take, retain and accept in pursuit of strategic objectives. Risk appetite statements may change to reflect the Group's strategy, business performance and to reflect developments in both the internal and external environments. Risk appetite statements are matters reserved for the Board and are reviewed at least annually.

Emerging risks

The Group operates in a number of dynamic markets and environments and takes a forward-looking and proactive approach to the identification and evaluation of new and emerging risks, which are identified from current business activities, acquisitions, integration workstreams and through developments in the wider environment. Climate change is an area the Group keeps under review as part of the Task Force on Climate-related Financial Disclosures reporting (TCFD) requirements. Whilst climate change is not currently included within the Principal Risks and Uncertainties, it remains a key area of focus for the Group, through the work being of the Our Future, Our Responsibility workstreams. (Read more about TCFD on page 50.) The re-emergence of pandemic related restrictions on work and travel is also being monitored.

Developments in 2022

The overarching risk management framework continues to evolve and is subject to ongoing oversight from the Executive Leadership Team (ELT) and robust challenge by the Audit and Risk Committee and Board.

• Formal bi-annual review by the ELT of current and emerging risks, which is subject to robust oversight and challenge from the Audit and Risk Committee.
• Specific FCA risk management requirements for a distinct approach to risk management and risk governance within Go Compare are in place.
• Dedicated integration cross-functional workstreams in place to identify any new or emerging risks arising from acquisitions.
• Cyber and information security and IT operational resilience capabilities remain a key area of focus for the Group.

Risk Matrix

	LIKELIHOOD LOW	LIKELIHOOD MEDIUM	LIKELIHOOD HIGH
IMPACT ON STRATEGY LOW
IMPACT ON STRATEGY MEDIUM	Personal Data	Cyber Security
IMPACT ON STRATEGY HIGH	Reliance on Third Party Distribution Platforms Digital Advertising Market Changes Economic & Geo-political Reliance on Third Party Service Partners Continuing Pandemic Impact	Media Market Disruption and Changing Consumer Habit Key Personnel

Three lines of defense

Future has adopted the three lines of defence model for the effective oversight and support of risk management.

• First Line: Operational areas are responsible for day-to-day identification, management and reporting of risks. In addition, M&A risks are identified and managed through pre-acquisition due diligence activities, integration planning and weekly project meetings.# Second Line Special Functions

Specialist functions provide support and advice to operational areas in areas of risk management and control design, which include Compliance, Data Protection & Privacy. The second line functions support assists management in ensuring that risks, issues, and incidents are escalated and reported throughout the organization, including (where appropriate) the Audit and Risk Committee and the Board.

Third Line

Internal Audit delivers a risk-based programme to provide assurance on the management of key risks and the effectiveness of the control environment.

THE BOARD

OVERALL ACCOUNTABILITY

• Reporting and Information Oversight and Challenge

FIRST LINE OF DEFENCE

• Responsibility Committee
• Renumeration Committee
• Executive Management
• Responsibility
• Compliance & Risk
• Operational Performance and Monitoring
• Legal
• Monthly Business Performance Reviews
• DPO
• Weekly and Monthly ELT Meetings
• Information Security
• Financial Forecasting and Management
• Internal control and policies

THIRD LINE OF DEFENCE

• INTERNAL AUDIT

SECOND LINE OF DEFENCE

• THE AUDIT AND RISK COMMITTEE
• EXECUTIVE LEADERSHIP TEAM

68 / Future plc

Financial Review

Summary of principal risks

Personal data

• Business Model link: iii, iv, vi, viii
• Strategy link: 1, 3, 4

The Group derives its revenue principally through the marketing activities and the interaction of customers with websites and online publications. This includes using digital advertising, subscription services, and insurance comparison journeys. The Group (and the third parties it relies on) is required to comply with strict data protection and privacy legislation, including the General Data Protection Regulation (GDPR), relating to the collection and use of personal information and places significant transparency and accountability on the Group.

• Impact: The collection, storage, and use of personal data presents a risk of misuse, loss, compromise, or unauthorized access, which could result in reputational damage, regulatory intervention, financial penalties in the event of a serious breach, along with a loss of trust amongst customers and partners.
• Mitigation:
  • Group Data Protection & Privacy functions provide expert support, best practice, and advice across the Group.
  • Contractual provisions to ensure compliance with data protection legislation with third parties involved in providing or processing data.
  • Mandatory training and awareness programmes to ensure that colleagues across the Group are aware of regulatory requirements and developments.
  • Data Protection & Privacy workstream is a key part of acquisition and integration activities.
  • Data Steering Committee meets regularly to review developments and to set Data Protection & Privacy priorities.
• Governance oversight: The Audit and Risk Committee regularly reviews results of internal control reports, and the Board receives internal corporate governance and compliance updates. You can read more about our governance framework on page 76.
• Risk movement: Stable

New Principal Risk: Reliance on key third party service providers

• Business Model link: ii, v, viii
• Strategy link: 1, 3

Certain third parties are critical to the operations of our businesses. Key third parties include:

• Printers and paper suppliers
• Magazine wholesalers and haulers
• Data centre and cloud service providers
• High-performing technology and data science solutions

Third-party service providers are also critical to the Group's approach to managing climate risks and opportunities as we evolve along the CFD journey. More information can be found on page 50.

• Impact: A failure of one of our critical third parties may cause disruption to business operations, impact our ability to deliver products and services, meet the needs of our customers, and result in financial loss. The reputation of our businesses may be damaged by poor performance or a regulatory breach by critical third parties.
• Mitigation:
  • Robust continuity arrangements are in place for disruption to key third parties.
  • Print options and contingency plans are regularly assessed.
  • Magazine wholesaler finances under regular review.
  • Contingency plans in place to switch to alternative networks should a failure occur by wholesalers.
  • Multiple data centres to provide resilience in key services and avoid unplanned downtime or service disruption.
  • Operational and financial due diligence is undertaken for any new key suppliers or material changes.
  • Contracts, service levels, and outputs are closely managed on an ongoing basis for key third-party services.
• Governance oversight: The Board discusses third-party distribution platforms with specific focus on the investment needed. You can also read more about our Business Model and how our business is diversified in the Strategic Report on page 18.
• Risk movement: Increasing

Economic & Geo-political uncertainty

• Business Model link: i-viii
• Strategy link: 3, 5

Group performance could be adversely impacted by factors beyond our control, such as the economic conditions in key markets and political uncertainty. The macroeconomic climate and continued uncertainty surrounding the impact of rising interest rates, inflation, energy costs, the war in Ukraine, Brexit, and the US political landscape could lead to reduced consumer spending and a related downturn in advertising.

• Impact: An economic downturn, fiscal policy changes, or unexpected developments linked to worsening economic conditions may have a negative impact on revenue and profit.
• Mitigation:
  • The Group is geographically diverse and continues to grow the diversity of its revenue segments, which provides resilience to economic shocks in any particular country or region.
  • Continuous monitoring of macroeconomic developments and market conditions.
  • The Group is a market leader in many sectors in which it operates, which provides resilience in tough economic conditions.
• Governance oversight: Reports and forecasts on the impact of the macroeconomic environment are presented at each Board meeting. You can also read more about this in the Strategic Report starting on page 26.
• Risk movement: Increasing

Annual Report and Accounts 2022 / 69

Key person risk

• Business Model link: i-viii
• Strategy link: 1-5

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals in both the UK and US, in our senior management and technical teams. For FY 2023 the Group retains a long-standing CEO with a successful track record in growing the profitability of the business and maintaining its strategic direction.

• Impact: Lack of skilled, experienced, and motivated people at executive board level and throughout the wider group may lead to an inability to deliver on strategy and business and financial performance targets.
• Mitigation:
  • The Group has recruited several new senior roles recently to provide additional strength and depth to the leadership team.
  • Operational leadership and FCA expertise has been expanded through the Dennis and Who What Wear acquisitions, building US key market knowledge.
  • CEO succession planning has already been a focus for the Board and the Nomination Committee, and there is a robust process in place for the recruitment of a new CEO in FY 2023.
  • Continued strengthening of the ELT to reflect the evolution of geographic location and sectors in which the Group operates.
• In order to attract and retain top talent and ensure that the Group remains an attractive place to work, appropriate reward packages including the all-employee Value Creation Plan are in place for key individuals.
• Governance oversight: The Nomination Committee regularly reviews Board succession planning, and the Board receives updates on senior talent management programmes. You can read more about the work of the Nomination Committee on page 83.
• Risk movement: Stable

Media market disruption and changing consumer habits

• Business Model link: i, ii, viii
• Strategy link: 1-5

The Group's strategic priority is to stay relevant for newer generations and new media models. The Group continues to grow its organic audience and that of its acquired websites through investment in its editorial content.

• Impact: Failure to anticipate and respond to market disruption and changing content consumer habits may affect demand for our products and services and our ability to drive long-term growth.
• Mitigation:
• The Group distributes content across all relevant media channels with capability to access the high-growth market of VOD and social channel content distribution, in addition to extending the Group's capability to develop video content on owned websites.
  • The Group continues to develop its partnerships with digital app stores to maximise distribution of its digital subscription content.
• Governance oversight: The CEO provides the Board with regular updates on market and competitor activity. You can also read more about our Business Model in the Strategic Report on page 18.
• Risk movement: Stable

Cyber security and IT

• Business Model link: i, ii, vi, vii, viii,
• Strategy link: 1, 4

The Group relies on resilient websites, customer journeys, and systems to provide high-quality and relevant content and services to customers. The Group is exposed to a variety of cyber threats, including Distributed Denial of Service attacks, malware, and hacking, that may result in the compromise of commercial and customer data.

• Impact: A failure to manage and mitigate cyber-related incidents affecting datastores, tech infrastructure, and websites may lead to unavailability of services, access to or compromise of data, which could have reputational, financial, and regulatory consequences.
• Mitigation:
  • Continuous and proactive monitoring of the cyber threat landscape is led by the Information Security team.
  • Business continuity arrangements in place for websites and office systems.
  • Cyber threat monitoring, detection, prevention, and response capabilities, which are reviewed and upgraded regularly.
  • Antivirus protection for all company-owned devices.
  • Ongoing vulnerability assessment programme in place.# Servers are distributed in diverse data centre locations across geographic locations. Information Security is a key element of acquisition integrations. Annual training and awareness programme for all colleagues. Governance oversight the Board discusses third party distribution platforms with specific focus on the investment needed. You can also read more about our Business Model and how our business is diversified in the Strategic Report on page 18. Risk movement Stable Key: Link to Future's Business Model: Link to our vision and strategy: i. Advertising ii. Content publishing & licensing iii. Events and integrated marketing iv. Membership & Subs v. Newstrade vi. CRM vii. Platform as a service viii. Ecommerce & lead Gen 1. A global specialist media platform 2. Fans of brands and loyal communities 3. Diversifying monetisation 4. Leveraging our data and analytics 5. Expanding global reach Mitigation: Long-term viability: V : Risk taken into account as part of the Company’s long-term viability assessment (see overleaf) Strong mitigation Average mitigation Low mitigation 70 / Future plc viewFinancial Review People V Business Model link: i-viii Strategy link: 3, 5 IT operational resilience V Business Model link: i-viii Strategy link: 3, 5

The Group's current and future success relies on its ability to recruit, retain and motivate people with the necessary skills across many disciplines to generate growth and revenue to meet business targets.

Impact
Lack of experienced, skilled and motivated people at all levels may have a negative impact on business and financial performance of the Group. Legal claims due to for example an unfair dismissal or increased cost of hiring due to a poor reputation.

Mitigation
Skilled executive and senior leadership teams with experience in content creation across brands and verticals. Regular review of and changes to reward packages at all levels. Varied approach to talent acquisition. Flexible and evolutionary approach to working practices and environments. Employee engagement survey completed in FY 2022, which has identified a number of areas for action and change.

Governance oversight
The Board has responsibility for setting the culture and received regular updates on employee engagement throughout the year. Our culture is reviewed and monitored through the EL. You can read more about this in the Responsibility Report on pages 44 to 45.

Risk movement
Increasing

The Group relies on high performing and resilient solutions and infrastructure to support business critical systems and data science solutions that meet customer and partner expectations for experience, use and device of choice. These include content management, e-Commerce and advertising and CRM systems along with datastores.

Impact
Insufficient investment or disruption, poor performance or unavailability of key solutions may result in an inability to produce content and to provide first-class customer experience and support. E-commerce and advertising activities may result in an inability to meet business performance and financial targets.

Mitigation
Dedicated teams in place consisting of Technology & Engineering and Ops &, reporting to the Group Chief Technology Officer, who is a member of the Executive Leadership Team (ELT). Technology & Engineering - Philosophy governs the Technology Stack, informs Organisational Design and evolves through learning and interaction of people in the relevant teams. Network redundancy and resilience (multiple network connections) built into all locations including data centres. Resilient links and connectivity across colocation sites, offices and the cloud. Data centre infrastructure in place with geographical failover capabilities for greater resilience. Full backups capabilities in place for key systems.

Governance oversight
The Board receives updates and reports from the CEO and CIO on related matters, including budgets and ongoing delivery of key projects and initiatives.

Risk movement
Increasing

Summary of principal risks continued

The Group depends on its ability to market, distribute and monetise content through search engines and social media platforms. These platforms could decide not to market or distribute some or all of our products and services, change their terms and conditions of use at any time and/or significantly increase fees.

Impact
A key risk for our market are search engine algorithm updates. These could shift audience patterns and as witnessed in FY 2022 impacted audience trends across the whole market. Our portfolio geographic and content breadth helps insulate us from these effects. Changes in algorithms and strategies of tech giants could materially impact traffic and media revenues.

Mitigation
Audience development team to embed best practice within its editorial and technical teams. Continuous approach to create expert quality content to meet the needs of audiences to deliver information and advice users are searching for. Investment in our online platforms to provide a secure environment with strong user experience and are committed to ensure that we adhere to online advertising standards (IAB) and upcoming Google Web Vitals (standards) introduction. Considerable expertise in distributing and monetising content across a broader group of digital platforms with which the Group has strong partnerships. Diversification into B2B helps drive a direct relationship with the end customer and the Group continues to invest in other direct sources to drive direct traffic.

Governance oversight
The Board discusses third party distribution platforms with specific focus on the investment needed. You can also read more about our Business Model and how our business is diversified in the Strategic Report on page 18.

Risk movement
Stable

The Group relies on digital advertising as a key channel to drive volume and interact with its audiences. Advertising propositions must be relevant to drive engagement and optimal performance as users shift to mobile devices and increasingly to video consumption. The Group's ability to compete for a share of available advertising expenditures will be challenged as more traditional offline and emerging media companies continue to enter the online advertising market.

Impact
Failure to anticipate changing customer behaviour, developments in technology, privacy standards, changes on targeted personalised ads and the approach to customer acquisition by third parties advertisers may have a negative impact on market share, revenue and profit.

Mitigation
The Group is a premium publisher of well known brands with large and loyal audiences, which is attractive to advertising partners. Continued investment in direct sales capabilities to maintain and develop relationships. Enhanced first party audience capabilities to target advertiser campaigns with first party audience data and is facilitated by our Aperture data platform. This allows advertisers to hyper target the Group's special interest user base and their purchase intentions. This first party data proposition is completely unaffected by any third party cookie changes. Continued investment in the Group's Hybrid technology delivers quality, optimised audiences for advertisers. Expansion of video offering including specialist digital video production and social media distribution enables the Group to capitalise on growing social media and video advertising demand.

Governance oversight
The Board receives updates on innovation and reviews digital advertising risks as part of the corporate plan process. You can also read more about our Business Model and our approach to Digital Advertising in the Strategic Report on page 18.

Risk movement
Stable

• Reliance on third party distribution platforms
  • V
  • Business Model link: i, ii, viii
  • Strategy link: 1-5
• Digital advertising market changes
  • V
  • Business Model link: i, ii, viii
  • Strategy link: 1-5

Annual Report and Accounts 2022 / 71

Longer term viability statement

Assessing the Group’s longer term prospects and viability

The Directors have based their assessment of viability on the Group's current strategy, which is outlined on pages 12 - 17. The Group's prospects are assessed primarily through its annual long-term detailed planning process which considers profitability, the Group's cash flows, committed facilities, liquidity and forecast funding requirements over the next three years. This exercise is completed annually and was signed off by the Board in Q4 of FY 2022. As part of this the Board considers the appropriateness of key assumptions, taking into account the external environment and the Group's strategy.

The assessment period

A three-year period is used for the Group's Viability Statement as this aligns with the length of the Group's detailed plan, and this horizon most appropriately reflects the dynamic and changing Media environment in which the Group operates.

Assessing the Group’s viability

The viability of the Group has been assessed, taking into account the Group's current financial position, including external funding in place over the assessment period, and after modelling the impact of certain scenarios arising from the principal risks, which have the greatest potential impact on viability in that period. A number of scenarios have been modelled, considered severe but plausible, that encompass these identified risks. Whilst each of the risks on pages 68 to 70 has a potential impact and has been considered as part of the assessment, only those that represent severe but plausible scenarios were selected for modelling. None of these scenarios individually threaten the viability of the Group. The scenarios have been run both individually and with 2) and 3) combined (as the combination of all downside scenarios occurring at once is considered to be remote). The scenarios have been modelled using the Group's existing £500 million RCF which runs to July 2025 and the £400 million UKEF facility which amortises over the next five years, with a final bullet payment on expiry in November 2027.The RCF has a one year extension option which, if exercised, would extend the life of the facility to July 2026. We have assumed for the purposes of this viability assessment that the Group will take advantage of the extension options to maximise the availability of the RCF facility. The scenarios below are hypothetical and purposefully severe with the aim of creating outcomes that have the ability to threaten the viability of the Group. The Group has multiple control measures in place to prevent and mitigate the scenarios from taking place. Although each of the downside (and the combined) scenarios result in increased leverage they all result in headroom over the existing bank facilities and covenants at all testing points (even where none of the various options available to the Group in order to maintain liquidity such as reducing any non-essential capital and operating expenditure as well as not paying dividends are utilised). The results of the above stress testing showed that the Group would be able to withstand the impact of these scenarios occurring over the assessment period. The exercise undertaken indicates that the Group is extremely diversified and very resilient to a number of extreme but plausible downside scenarios however in order to illustrate the level of headroom, we have separately quantified that it would require adjusted operating cashflow to reduce by 62% in total across FY 2023 and FY 2024 (which is worse than any year of actual performance) for the Group to breach its interest cover covenant limits in November 2023. The Directors consider such a large reduction to be extremely unlikely and would contradict the Group’s underlying track record and success of the business model. This also does not account for various mitigating actions the board could undertake to offset the impacts of such a reduction in adjusted operating cashflow.

Viability Statement

Based on these severe but plausible scenarios, the Directors have a reasonable expectation that the Group will continue in operation and meet its liabilities as they fall due over the three-year period considered.

| Scenario | Associated Principal Risk(s) | Description # Corporate Governance

These values define how we do business globally, how we treat our colleagues and stakeholders, and how we set the leadership behaviours that are embedded in our culture. A comprehensive engagement programme complemented by an all-employee survey has created platforms for conversations at all levels. We have created job families to help our colleagues better navigate their career paths and have continued to strengthen our mental and emotional wellbeing support. You can read about these and other initiatives in our Responsibility Report on page 47. Although the Group does not have a nominated Director responsible for workforce engagement, my Board colleagues and I had various opportunities to meet with colleagues during FY 2022, providing the opportunity to learn more about working at Future and the business in general. I look forward to continuing with this engagement with existing and new colleagues in FY 2023. The Board continues to be satisfied that the approach towards engagement with the workforce as set out above and as described in the Responsibility Report on pages 42 to 45 is robust. The Section 172 Statement on pages 57 to 58 describes how the Board's approach is supported by business-led stakeholder relationships.

Board Effectiveness

Central to setting the correct tone is the review of the Board's own performance. An external assessment was carried out in FY 2021 so the evaluation this year was internally-led. You can read more about how this was run and the findings on page 82.

AGM Shareholder Views

Shareholder views remain a key influence and have been gathered through the year within investor meetings, capital market days and the consultation on the remuneration policy (described in more detail on page 90). I look forward to be able to meet shareholders at our 2023 AGM in February. You can read more about our plans for the AGM later in the report and in the notice of meeting on page 184, and I look forward to seeing as many of you there.

Compliance with the 2018 Code

An explanation of how the Company has complied with the 2018 UK Corporate Governance Code (the Code is available at www.frc.org.uk), including how it has applied the principles contained therein, is set out within this Corporate Governance Report, the Strategic Report and the Directors Report. In particular, the following pages will be most relevant in enabling shareholders to evaluate how these principles have been applied:

• Board leadership and company purpose: pages 12, 34
• Division of responsibilities: page 76
• Composition, succession and evaluation: pages 82, 83
• Audit, risk and internal control: page 86
• Remuneration: page 90

The Company confirms that it has complied with the provisions of the Code throughout the financial year, or where it has not complied an explanation has been provided as shown below:

Provision	Page
5	75
15	119
20	83
36	116
38	99
40 & 41	92

• Approach to workforce engagement
• External directorships
• Board appointment process
• Explanation of historic approach and revised shareholding guidelines
• Timing on alignment of executive Director pensions with the wider workforce
• Engagement with workforce on executive remuneration

Richard Huntingford
Chair
29 November 2022

76 / Future plc Corporate Governance

Governance Framework

Stakeholders

The owners of the Company and the other stakeholder groups to whom the Board is responsible.

Board

The Board is collectively responsible for the long-term success of the Group and for ensuring leadership within a framework of effective controls. The key roles of the Board are:

• Setting the strategic direction of the Group
• Overseeing implementation of the strategy by ensuring that the Group is suitably resourced to achieve its strategic aspirations
• Providing entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be assessed and managed
• Ensuring that the necessary financial and human resources are in place for the Group to meet its objectives
• Reviewing the Group's culture supported by its values and
• Other matters reserved for the Board can be found on the website at www.futureplc.com/governance/

Chair

• Primarily responsible for overall operation, leadership and governance of the Board.
• Leads the Board, sets the agenda and promotes a culture of open debate between Executive and non-Executive Directors. Ensures that there is a focus on Board success on plans to maintain continuity of skilled resource.
• Provides advice and acts as a sounding board.
• Ensures effective communication with our shareholders.

Chief Executive

• Responsible for executive management of the Group as a whole.
• Delivers strategic and commercial objectives within the Board's stated risk appetite.
• Builds positive relationships with all the Group's stakeholders.

Senior Independent Director

• Provides a sounding board to the Chair.
• Leads the appraisal of the Chair's performance with the other non-Executive Directors annually.
• Acts as intermediary for other Directors, if needed.
• Available to respond to shareholder concerns if contact through the normal channels is inappropriate.

Non-Executive Directors

• Contribute to developing our strategy.
• Scrutinise and constructively challenge the performance of management in the execution of our strategy.
• Bring their diverse expertise to the Board and Board Committees.

Annual Report and Accounts 2022 / 77

Board and Board Committees meeting and attendance

Board	Nomination Committee	Audit and Risk Committee	Remuneration Committee	Responsibility Committee	AGM
Richard Huntingford	9 (9)	4 (4)	-	-	1 (1)
Zillah Byng-Thorne	9 (9)	4 (4)	-	-	1 (1)
Rachel Addison	3	0 (1)	-	-	-
Meredith Amdur	9 (9)	4 (4)	5 (5)	-	3 (3)
Mark Brooker	4	8 (9)	4 (4)	-	5 (5)
Hugo Drayton	9 (9)	4 (4)	5 (5)	-	3 (3)
Rob Hattrell	4	7 (9)	3 (4)	-	4 (5)
Penny Ladkin-Brand	5	8 (8)	-	-	-
Alan Newman	9 (9)	4 (4)	5 (5)	-	-
Angela Seymour-Jackson	9 (9)	4 (4)	5 (5)	5 (5)	3 (3)

1. In addition to the six Board meetings and the strategy meeting, two Board calls were held to discuss business matters that the Chair and Chief Executive decided should be considered by the Board. All Directors received papers for all meetings. Where Directors were unable to attend a meeting they had the opportunity to comment in advance and received a briefing on any decisions taken.
2. Richard Huntingford and Mark Brooker were both self-isolating due to COVID-19 on the day of the AGM but joined the meeting by video conferencing so as to be able to answer any questions from shareholders.
3. Rachel Addison resigned from the Board on 31 October 2021.
4. Mark Brooker and Rob Hattrell were unable to attend the Board call on 5 May 2022, which was held at short notice, due to prior commitments and Rob Hattrell was unable to attend the meetings on 12 July 2022 due to a family emergency.
5. Penny Ladkin-Brand was appointed to the Board on 1 November 2021.

In addition to the scheduled meetings, the Chair and the non-Executive Directors meet at least once a year to allow discussion without executive management present. The Senior Independent Director and the non-Executive Directors meet once a year without the Chair present in order to appraise his performance.

Principal Board Committees

GoCompare.com Limited board

The GoCompare.Com Limited board oversees Future's regulated businesses in compliance with applicable regulatory licence conditions.

Executive Leadership Team

• Considers Group-wide initiatives and priorities.
• Reviews the implementation of operational plans.
• Reviews changes to policies and procedures and facilitates the discussion of the development of new projects.
• Reviews and prioritises principal risks.

Audit and Risk Committee

• Oversees and monitors the Company's financial statements, accounting processes and audits (internal and external).
• Ensures that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.
• Reviews matters relating to fraud and whistleblowing reports received.

SEE PAGE 86 FOR MORE INFORMATION

Remuneration Committee

• Reviews and recommends the framework and policy for the remuneration of the Chair, the Executive Directors, the Company Secretary and senior executives in alignment with the Group's reward principles.
• Considers the business strategy of the Group and how the remuneration policy reflects and supports that.
• Reviews workforce remuneration and related policies and alignment of incentives and rewards with culture, to help inform setting of Directors' remuneration policy.
• Consults with shareholders on the remuneration policy.

SEE PAGE 90 FOR MORE INFORMATION

Nomination Committee

• Reviews the structure, size and composition of the Board and its Committees.
• Identifies and nominates suitable executive candidates to be appointed to the Board and reviews the talent pool.
• Considers wider elements of succession planning below Board level, including diversity.

SEE PAGE 83 FOR MORE INFORMATION

Responsibility Committee

• Develops and oversees Future's responsibility strategy.
• Reviews progress against priorities and objectives, across the responsibility strategy.
• Considers Future's position on relevant, emerging sustainability issues.

SEE PAGE 34 FOR MORE INFORMATION

78 / Future plc Corporate Governance

Board of Directors

Richard Huntingford

• POSITION: Independent non-Executive Chair
• NATIONALITY: British
• APPOINTED: December 2017 and as Chair in February 2018

Key skills and experience:

• Provides strong leadership of the Board in fulfilling its role of overseeing the development and delivery of Company strategy
• Ensures healthy debate and appropriate support for, and challenge of, executive management in their delivery of strategy by non-Executive Directors
• Provides leadership in stakeholder relations

External appointments: Non-Executive Director and Chair of Unite Group plc.# R chard Chapple

POSITION: ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: March 2018

Richard had a 20-year career at Chrysalis plc and was CEO from 2000 to 2007. He has extensive FTSE non-executive board expertise and corporate governance experience. Most recent roles have included non-Executive Chair of Wireless Group plc (formerly UTV Media plc) from 2012 to 2016 and non-Executive Director of The Bankers Investment Trust plc from 2018 to 2021 and JPMorgan Mid Cap Investment Trust plc from 2013 to 2022.

Education:

Richard is a chartered accountant (FCA), having qualified with KPMG.

Meredith Amdur

POSITION: ndependent non Execut ve D rector

NATIONALITY: Amer can

APPOINTED: February 2020

Key skills and experience:

• Editorial and publishing content
• Digital
• Technology platforms
• Advertising and brands
• B2B media and information/services

External appointments:

Currently Chief Executive Officer of Rhetorik, a leading data supplier to technology vendors. Previously President and CEO of Wanted Technologies, a Canadian listed recruitment data analytics provider, and has held executive roles with Microsoft, Deloitte and DirecTV.

Education:

Meredith holds a BA from the University of North Carolina in International Studies, an MSc from the London School of Economics in Politics and an MBA in Business Administration and Management from Cornell University.

Zillah Byng-Thorne

POSITION: Ch ef Execut ve

NATIONALITY: Br t sh

APPOINTED: November 2013 and as Ch ef Execut ve n Apr l 2014

Key skills and experience:

• Has a strong track record in developing and delivering against successful strategy
• Focus on driving operational excellence
• Is a proven people manager, identifying and developing talent at senior level

External appointments:

Non-Executive Director of Flutter Entertainment plc (she is stepping down from this role in January 2023), Norwegian Cruise Line Holdings Ltd (NYSE listed) and Trustpilot Group plc. She was Chief Financial Officer of Trader Media Group (owner of Auto Trader) from 2009 to 2012, and interim Chief Executive Officer from 2012 to 2013. Before this, Zillah was Commercial Director and Chief Financial Officer at Fitness First Limited and Chief Financial Officer of The Threshold Group. Former non-Executive Director of HG Holdings plc.

Education:

Zillah is a chartered management accountant (CMA) and qualified treasurer (ACT). She has an MA in Management from Glasgow University and an MSc in Behavioural Change from Henley Business School.

Penny Ladkin-Brand

POSITION: Ch ef F nanc al and Strategy Off cer

NATIONALITY: Br t sh

APPOINTED: November 2021

Key skills and experience:

• Strong financial and commercial expertise
• Considerable experience of digital disruption and transformation
• Extensive M&A experience

External appointments:

Penny is Non-Executive Chair of Next Fifteen Communications Group plc and was previously Audit Committee Chair. Formerly Audit Committee Chair at Auction Technology Group plc from PO until January 2022. Prior to joining Future, Penny was previously Commercial Director at Auto Trader Group plc.

Education:

Penny is a chartered accountant and holds a BA in Classics from Oxford University.

Mark Brooker

POSITION: ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: October 2020

Key skills and experience:

• Board roles in public companies
• UK and international consumer and B2B businesses
• Digital platform

External appointments:

Non-Executive Director at Paysafe Ltd (NYSE listed) and Heathrow Airport Holdings Ltd. Previously Chief Operating Officer of Trainline (formerly thetrainline.com) with responsibility for the UK and international consumer and B2B businesses. Prior to this he was COO at Betfair having previously spent 17 years in investment banking advising UK companies on equity capital raising and M&A, latterly as a Managing Director at Morgan Stanley.

Education:

Mark holds a Master’s degree in Engineering, Economics and Management from Oxford University.

Alan Newman

POSITION: ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: February 2018

Key skills and experience:

• Corporate finance, accounting and audit, executive leadership, investor relations, media, telecommunications and technology, public company leadership and governance, strategy and M&A

External appointments:

Alan is Chief Financial and Chief Operating Officer of Ebiquity plc. He was Chief Financial Officer of YouGov plc from 2008 to 2017 and before that was a Partner at Ernst & Young Business Advisory Services and at KPMG Consulting, where he worked mainly with clients in the media, telecommunications and technology sectors. He previously held corporate management roles at Pearson plc and MA plc (now United Business Media).

Education:

Alan is a chartered accountant and holds an MA in Modern Languages (French and Spanish) from Cambridge University.

Hugo Drayton

POSITION: Sen or ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: December 2014

Key skills and experience:

• Advertising and marketing, technology, customer behaviour, media, executive leadership, business development

External appointments:

Currently non-Executive Director of Gfinity plc and a trustee of the British Skin Foundation. Regular contributor to trade press and publishing conferences. CEO of the advertising technology business Inskin Media (2009-19). Previously CEO of Phorm, European MD of Advertising.com and Marketing & New Media Director and then Group MD at The Telegraph Group. Chaired the British Internet Publishers Alliance.

Education:

BA in Latin American Studies & French from University College of London.

Angela Seymour-Jackson

POSITION: ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: February 2021

Key skills and experience:

• Strong strategic understanding
• Extensive experience gained from a multitude of industries and sectors, including the insurance market
• Relevant experience with audit and remuneration committees

External appointments:

Chair of PageGroup plc, non-Executive Director of Janus Henderson Group plc and Trustpilot Group plc. Held executive roles with Aegon UK, RAC Motoring Services Limited and Aviva UK Limited, and was Senior Advisor to Lloyds Banking Group (insurance). Previous non-Executive Director roles include esure Group plc, Rentokil Initial plc and GoCo Group plc.

Education:

Angela is a qualified marketing professional and a member of the Chartered Institute of Marketing. She holds an MSc in Marketing.

Rob Hattrell

POSITION: ndependent non Execut ve D rector

NATIONALITY: Br t sh

APPOINTED: October 2018

Key skills and experience:

• Digital platforms, eCommerce and online sales, retail and customer behaviour, technology, business development, executive leadership

External appointments:

Partner, Head of Digital, DR Capital. Previously Vice President, eBay UK, where he led one of eBay’s strongest markets worldwide and before that at Tesco, where Rob was most recently responsible for the supermarket's General Merchandise business across the UK and Central Europe. He has also held the position of Partner in the global retail practice at Accenture.

Education:

Rob graduated from Oxford University with a degree in Geography.

Committee chair

Committee chair	Annual Report and Accounts 2022 / 79
Key Nomination Committee
Remuneration Committee
Audit and Risk Committee
Responsibility Committee

Focus area

Key stakeholders

Activities

Strategy and operations (see Strategic Report starting on page 6)

• Our people
• Our audience
• Our commercial partners and suppliers
• Our investors
• Regulators
• Applying the Board’s strategic understanding of geopolitical and economic risks in international markets to the Company’s challenges and opportunities. Reviewed and approved three-year strategic plan, considering assumptions made and the reasonableness of the plan and focusing on the operational overviews, cash flow management and capital allocation. Received regular business updates from the Chief Executive Officer. Received deep dive presentations from Subs, Tech Roadmap, Cyber, US B2C Growth, Wealth and Savings, eCommerce, Magazines, News/Kip & The Week.
  • Considering acquisitions and divestments as identified and determining the appropriate course. Received Corporate Development updates and reviewed post-acquisition performance.
  • Monitoring the performance of the Company against agreed strategic objectives, including progress against acquisition synergies.
• Board updates from the Company’s brokers and advisors on market performance, bid defence and capital structure, and on shareholder sentiment regarding Future’s performance, strategy and dividend policy.

Leadership, people and culture (see page 42)

• Our people
• Our investors
  • Maintaining and enhancing Future’s culture and values and key policies and procedures and ensuring these are rolled out to existing and acquired businesses.
  • Ensuring the Company remains at the forefront of developing and embedding best practice in responsible business behaviour.
  • Continuing to monitor senior executive talent management and development plans to provide succession for all key positions.
  • Reviewing employee engagement matters. Received an update on employee views and the findings of the engagement survey.

Finance (see Strategic Report on page 6 and Financial Review on page 62)

• Our audience
• Our commercial partners and suppliers
• Our investors
• Regulators
  • Reviewing and approving the Group budget.
  • Reviewing financial Key Performance Indicators (KPIs).
• Approving full year results, half year results, trading updates, and any additional regulatory announcement (RNS) and the Annual Report (ensuring the Annual Report and financial statements are fair, balanced and understandable).
  • Reviewing the Group’s capital allocation policy.
  • Reviewing the Group’s dividend policy. Considered payment of final dividend (see page 121 for more details).
  • Reviewing the key risks (as detailed on pages 66 to 70) to the Group and the controls in place for their mitigation.
  • Considering and monitoring the Group’s risk appetite and principal risks and uncertainties.# Annual Report and Accounts 2022 / 81

Board activities

• Approved renewal of corporate insurance brokers
• Approving the viability and going concern statements.
• Reviewing and approving the tax strategy.

Governance (see page 74 of the Governance Report)

• Our people
• Our commercial partners and suppliers
• Our investors

• Regulators

• Monitoring and reviewing the Company’s approach to corporate governance, its key practices and its ongoing compliance with the 2018 Code.

• Reviewing the results from the internal Board effectiveness evaluation and agreeing an action plan.
• Receiving regular reports from the chair of each Committee.
• Approving updated Committees’ terms of reference.
• Continuing to keep key policies updated and monitor ongoing compliance.
• Receiving and considering feedback from shareholder engagement (see page 90 for more detail).
• Reviewing the interests of key stakeholders, agreeing that the current stakeholder groups remain appropriate (see pages 54-58 for more information).
• Reviewing and approving the Modern Slavery statement.
• Authorising potential Conflicts of Interest Register.
• Noting NED salaries and fees

Link to strategic priorities

• Diversifying our audience
• Scalable platform
• Continued diversification of content monetisation
• Ongoing investment

Board evaluation

Formal evaluation is a valuable tool for improvement of Board performance. In accordance with the guidance provided under the UK Corporate Governance Code, following the externally led evaluation exercise undertaken by Independent Audit Ltd in FY 2021, the evaluation this year was internally led. The following main objectives were identified during the externally led evaluation in 2021, together with steps taken to address them.

| Objectives for 2022 | Steps taken during 2022 # Corporate Governance

Nomination Committee (continued)

Non-Executive Directors are initially appointed for a three-year term, after which a review is undertaken to consider renewal of the term for a further three years. However, Future follows governance best practice with all Directors standing for re-election by shareholders at each Annual General Meeting.

ELT succession planning

During FY 2022, the Board and the Committee have monitored the changes to the organisational structure and approved changes to key leadership roles. During the year, the Board discussed succession plans for executives below Board level on a number of occasions. The Committee will continue to keep a watching brief on the market and potential talent and will continue to monitor the ELT and senior management talent pool to ensure that succession planning for business-critical roles is proactively reviewed and to ensure the development of a diverse pipeline for succession for the Board and the ELT, as required by the 2018 Code.

Board diversity policy

Our objective of driving the benefits of a diverse Board, senior management team and wider workforce is underpinned by our strong culture of diversity and inclusion, which is essential to fulfilling Future’s purpose, is inherent in our values and supports the delivery of our strategy. You can read more about the Group’s approach to diversity and inclusion on page 42.

During the year under review the Board approved a Diversity Policy which is available on our website. The Policy ensures that it remains an effective driver of diversity in its broadest sense, having due regard to gender, ethnicity, social background, skillset, and breadth of experience.

Set out below are the objectives of our Board Diversity Policy and our assessment of performance against them. These objectives ensure that both appointments and succession planning support developing a diverse pipeline.

• Maintain at least 33% female Directors on the Board (rising to 40% on the Board, ELT and their direct reports to be achieved by the end of 2025 in accordance with the recommendations of the FTSE Women Leaders Review (formerly the Hampton-Alexander Review)). As at the date of this report, the Board has 44% female representation, including two

Director Induction Programme

Nomination Committee (continued)

The Board Diversity Policy mirrors that of our wider Equality, Inclusion & Diversity Policy, which is summarised on page 42.

Committee performance and effectiveness

The Committee’s performance was evaluated as part of the external effectiveness survey, as described on page 81. The review was completed by all Committee members and no issues arose.

Independence

During FY 2022, the Committee reviewed the balance of skills, experience and independence of the Board, including consideration of their term in office and any potential conflicts of interest, concluding that each Non-Executive Director remained independent. The Committee is satisfied that the external commitments of the Board’s Chair and members do not conflict with their duties as Directors of the Company.

After the year-end, the Committee also considered the Directors proposed for re-election by shareholders at the AGM. Following discussion of the skills, contribution and external commitments of each Director, and in conjunction with the Board performance evaluation conducted in September 2022, the Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2023. In line with best practice, each Committee member was excluded from approving the proposal for their re-election.

Members	Since
Richard Huntingford (Chair)	2017
Meredith Amdur	2020
Mark Brooker	2020
Zillah Byng-Thorne	2014
Hugo Drayton	2015
Rob Hattrell	2018
Alan Newman	2018
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

The Nomination Committee supports the Board in Executive and Non-Executive succession planning. Our key objectives as a Nomination Committee are:

• To make sure the Board has individuals with the necessary range of skills and knowledge and diversity of experiences to lead the Company.
• To ensure that it is effective in discharging its responsibilities and overseeing appropriately all matters relating to corporate governance.

Key responsibilities

• Ensure succession plans are reviewed.
• Improve diversity on the Board and in the pipeline for senior management roles.
• Further strengthen the senior management team.
• Ensuring that appointments to GoCompare.com Limited are assessed in accordance with the regulatory requirements and that appropriate regulatory approval is obtained.

Key areas of focus in FY2022

• Board and Committee composition and succession planning.
• Recommended the appointment of Penny Ladkin-Brand as CFO.

Key priorities in 2023

• Recruitment of a new CEO.
• Initiate the search for a new Non-Executive Director.
• Monitor Board composition for alignment of relevant skills, experience and diversity to Company strategy.
• Monitor progress on the Board Diversity Policy.
• Oversight of the Executive Leadership Team’s (ELT) development and succession planning.

84 / Future plc Corporate Governance

Board diversity policy (continued)

We have a detailed Director induction programme which all new Board members participate in.

E F F E C T I V E N E S S	L E A D E R S H I P	A C C O U N T A B I L I T Y	R E L A T I O N S W I T H S T A K E H O L D E R S
Briefed on outcomes of most recent effectiveness review	Meeting senior executives	Meeting with colleagues during site visits	Information on the Group budget and strategy
Governance training	Last Annual Report	Meeting with investors and other key stakeholders	Meeting with external and internal auditors
Annual Report and Accounts 2022 / 85

Board skills matrix

	Gender	Ethnicity	CEO	Financial	Editorial/Publishing	Content	Digital and Technology	Advertising and Brands	UK Governance	Remuneration
Richard Huntingford	M¹	W²							X
Zillah Byng-Thorne	F¹	W²				X		X	X
Meredith Amdur	F¹	W²			X	X			X
Mark Brooker	M¹	W²					X	X	X
Hugo Drayton	M¹	W²		X					X
Penny Ladkin-Brand	F¹	W²		X
Rob Hattrell	M¹	W²					X	X	X
Alan Newman	M¹	W²							X
Angela Seymour-Jackson	F¹	W²							X

¹ M signifies male, F signifies female.
² W signifies of white ethnicity. M signifies of minority ethnicity.

86 / Future plc Corporate Governance

Audit and Risk Committee

Dear Shareholder,

On behalf of the Audit and Risk Committee, I am pleased to present its report for the year ended 30 September 2022. This report sets out how the Committee has discharged its duties in accordance with the UK Corporate Governance Code 2018 (the 2018 Code) and its key activities and findings during the year.

We have continued to discuss and challenge the assumptions and judgements made by management in the preparation of published financial information and to oversee the internal controls, including oversight of the external and internal audit processes. The Committee has an annual work plan linked to the Group’s financial reporting cycle, which ensures that it considers all matters delegated to it by the Board. In addition to its annual work plan, it agreed the approach to how the internal audit function should be resourced. This year the Board undertook an internally facilitated review of the effectiveness of the Board and Board Committees, including this Committee, in accordance with the requirements under the 2018 Code and you can read more about this on page 82.

Alan Newman
Chair of the Audit and Risk Committee
29 November 2022

Members	Since
Alan Newman (Chair)	2018
Meredith Amdur	2020
Hugo Drayton	2015
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

• To monitor the integrity of the Group’s financial reporting processes.
• To ensure that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.

Key responsibilities

• Overseeing the accounting principles, policies and practices adopted by the Group.
• Overseeing the external financial reporting and associated announcements.
• Overseeing the appointment, independence, effectiveness and remuneration of the Group’s External Auditor, including the policy on the supply of non-audit services.
• Conducting a competitive tender process for the external audit when required.
• Reviewing the resourcing, plans and effectiveness of Internal Audit, which is independent from the Group’s External Auditor.
• Ensuring the adequacy and effectiveness of the internal control environment.
• Monitoring the Group’s risk management processes and performance.
• Ensuring that the regulatory requirements for the GoCompare.com Limited business are assessed and properly managed and that appropriate regulatory approval is obtained as appropriate.
• Ensuring the establishment and oversight of fraud prevention arrangements and reports under the whistleblowing policy.
• Monitoring the Group’s compliance with the 2018 UK Corporate Governance Code.

Board diversity policy (continued)

• To have at least one Director of colour by no later than 2024 (in accordance with the recommendations of the Parker Review). The Committee will work closely with executive search agencies in compiling long and shortlists of candidates from various backgrounds and industries, including people from ethnic minority backgrounds when the time comes to refresh the Board composition.
• Our principles for Board diversity also apply to the ELT and senior management below this level with female representation of 40% at ELT level and 36% at SLT level.
• While the Board recognises that an effective board with broad strategic perspective requires diversity, ultimately the Board appoints candidates based on merit and assesses potential Directors against measurable, objective criteria.

Director Induction Programme

We have a detailed Director induction programme which all new Board members participate in.

Nomination Committee (continued)

The Board Diversity Policy mirrors that of our wider Equalty, Inclusion & Diversity Policy, which is summarised on page 42.

Committee performance and effectiveness

The Committee’s performance was evaluated as part of the external effectiveness survey, as described on page 81. The review was completed by all Committee members and no issues arose.

Independence

During FY 2022, the Committee reviewed the balance of skills, experience and independence of the Board, including consideration of their term in office and any potential conflicts of interest, concluding that each Non-Executive Director remained independent. The Committee is satisfied that the external commitments of the Board’s Chair and members do not conflict with their duties as Directors of the Company.

After the year-end, the Committee also considered the Directors proposed for re-election by shareholders at the AGM. Following discussion of the skills, contribution and external commitments of each Director, and in conjunction with the Board performance evaluation conducted in September 2022, the Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2023. In line with best practice, each Committee member was excluded from approving the proposal for their re-election.

Members	Since
Richard Huntingford (Chair)	2017
Meredith Amdur	2020
Mark Brooker	2020
Zillah Byng-Thorne	2014
Hugo Drayton	2015
Rob Hattrell	2018
Alan Newman	2018
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

The Nomination Committee supports the Board in Executive and Non-Executive succession planning. Our key objectives as a Nomination Committee are:

• To make sure the Board has individuals with the necessary range of skills and knowledge and diversity of experiences to lead the Company.
• To ensure that it is effective in discharging its responsibilities and overseeing appropriately all matters relating to corporate governance.

Key responsibilities

• Ensure succession plans are reviewed.
• Improve diversity on the Board and in the pipeline for senior management roles.
• Further strengthen the senior management team.
• Ensuring that appointments to GoCompare.com Limited are assessed in accordance with the regulatory requirements and that appropriate regulatory approval is obtained.

Key areas of focus in FY2022

• Board and Committee composition and succession planning.
• Recommended the appointment of Penny Ladkin-Brand as CFO.

Key priorities in 2023

• Recruitment of a new CEO.
• Initiate the search for a new Non-Executive Director.
• Monitor Board composition for alignment of relevant skills, experience and diversity to Company strategy.
• Monitor progress on the Board Diversity Policy.
• Oversight of the Executive Leadership Team’s (ELT) development and succession planning.

84 / Future plc Corporate Governance

We have therefore exceeded this target. Whilst the Board recognises that an effective board with broad strategic perspective requires diversity, ultimately the Board appoints candidates based on merit and assesses potential Directors against measurable, objective criteria.

Board diversity policy (continued)

• To have at least one Director of colour by no later than 2024 (in accordance with the recommendations of the Parker Review). The Committee will work closely with executive search agencies in compiling long and shortlists of candidates from various backgrounds and industries, including people from ethnic minority backgrounds when the time comes to refresh the Board composition.
• Our principles for Board diversity also apply to the ELT and senior management below this level with female representation of 40% at ELT level and 36% at SLT level.

Director Induction Programme

We have a detailed Director induction programme which all new Board members participate in.

Nomination Committee (continued)

The Board Diversity Policy mirrors that of our wider Equalty, Inclusion & Diversity Policy, which is summarised on page 42.

Committee performance and effectiveness

The Committee’s performance was evaluated as part of the external effectiveness survey, as described on page 81. The review was completed by all Committee members and no issues arose.

Independence

During FY 2022, the Committee reviewed the balance of skills, experience and independence of the Board, including consideration of their term in office and any potential conflicts of interest, concluding that each Non-Executive Director remained independent. The Committee is satisfied that the external commitments of the Board’s Chair and members do not conflict with their duties as Directors of the Company.

After the year-end, the Committee also considered the Directors proposed for re-election by shareholders at the AGM. Following discussion of the skills, contribution and external commitments of each Director, and in conjunction with the Board performance evaluation conducted in September 2022, the Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2023. In line with best practice, each Committee member was excluded from approving the proposal for their re-election.

Members	Since
Richard Huntingford (Chair)	2017
Meredith Amdur	2020
Mark Brooker	2020
Zillah Byng-Thorne	2014
Hugo Drayton	2015
Rob Hattrell	2018
Alan Newman	2018
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

The Nomination Committee supports the Board in Executive and Non-Executive succession planning. Our key objectives as a Nomination Committee are:

• To make sure the Board has individuals with the necessary range of skills and knowledge and diversity of experiences to lead the Company.
• To ensure that it is effective in discharging its responsibilities and overseeing appropriately all matters relating to corporate governance.

Key responsibilities

• Ensure succession plans are reviewed.
• Improve diversity on the Board and in the pipeline for senior management roles.
• Further strengthen the senior management team.
• Ensuring that appointments to GoCompare.com Limited are assessed in accordance with the regulatory requirements and that appropriate regulatory approval is obtained.

Key areas of focus in FY2022

• Board and Committee composition and succession planning.
• Recommended the appointment of Penny Ladkin-Brand as CFO.

Key priorities in 2023

• Recruitment of a new CEO.
• Initiate the search for a new Non-Executive Director.
• Monitor Board composition for alignment of relevant skills, experience and diversity to Company strategy.
• Monitor progress on the Board Diversity Policy.
• Oversight of the Executive Leadership Team’s (ELT) development and succession planning.

84 / Future plc Corporate Governance

Audit and Risk Committee

Dear Shareholder,

On behalf of the Audit and Risk Committee, I am pleased to present its report for the year ended 30 September 2022. This report sets out how the Committee has discharged its duties in accordance with the UK Corporate Governance Code 2018 (the 2018 Code) and its key activities and findings during the year.

We have continued to discuss and challenge the assumptions and judgements made by management in the preparation of published financial information and to oversee the internal controls, including oversight of the external and internal audit processes. The Committee has an annual work plan linked to the Group’s financial reporting cycle, which ensures that it considers all matters delegated to it by the Board. In addition to its annual work plan, it agreed the approach to how the internal audit function should be resourced. This year the Board undertook an internally facilitated review of the effectiveness of the Board and Board Committees, including this Committee, in accordance with the requirements under the 2018 Code and you can read more about this on page 82.

Alan Newman
Chair of the Audit and Risk Committee
29 November 2022

Members	Since
Alan Newman (Chair)	2018
Meredith Amdur	2020
Hugo Drayton	2015
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

• To monitor the integrity of the Group’s financial reporting processes.
• To ensure that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.

Key responsibilities

• Overseeing the accounting principles, policies and practices adopted by the Group.
• Overseeing the external financial reporting and associated announcements.
• Overseeing the appointment, independence, effectiveness and remuneration of the Group’s External Auditor, including the policy on the supply of non-audit services.
• Conducting a competitive tender process for the external audit when required.
• Reviewing the resourcing, plans and effectiveness of Internal Audit, which is independent from the Group’s External Auditor.
• Ensuring the adequacy and effectiveness of the internal control environment.
• Monitoring the Group’s risk management processes and performance.
• Ensuring that the regulatory requirements for the GoCompare.com Limited business are assessed and properly managed and that appropriate regulatory approval is obtained as appropriate.
• Ensuring the establishment and oversight of fraud prevention arrangements and reports under the whistleblowing policy.
• Monitoring the Group’s compliance with the 2018 UK Corporate Governance Code.

Board diversity policy (continued)

• To have at least one Director of colour by no later than 2024 (in accordance with the recommendations of the Parker Review). The Committee will work closely with executive search agencies in compiling long and shortlists of candidates from various backgrounds and industries, including people from ethnic minority backgrounds when the time comes to refresh the Board composition.
• Our principles for Board diversity also apply to the ELT and senior management below this level with female representation of 40% at ELT level and 36% at SLT level.
• While the Board recognises that an effective board with broad strategic perspective requires diversity, ultimately the Board appoints candidates based on merit and assesses potential Directors against measurable, objective criteria.

Director Induction Programme

We have a detailed Director induction programme which all new Board members participate in.

Nomination Committee (continued)

The Board Diversity Policy mirrors that of our wider Equalty, Inclusion & Diversity Policy, which is summarised on page 42.

Committee performance and effectiveness

The Committee’s performance was evaluated as part of the external effectiveness survey, as described on page 81. The review was completed by all Committee members and no issues arose.

Independence

During FY 2022, the Committee reviewed the balance of skills, experience and independence of the Board, including consideration of their term in office and any potential conflicts of interest, concluding that each Non-Executive Director remained independent. The Committee is satisfied that the external commitments of the Board’s Chair and members do not conflict with their duties as Directors of the Company.

After the year-end, the Committee also considered the Directors proposed for re-election by shareholders at the AGM. Following discussion of the skills, contribution and external commitments of each Director, and in conjunction with the Board performance evaluation conducted in September 2022, the Committee supports the proposed re-election of all Directors standing for re-election at the AGM in 2023. In line with best practice, each Committee member was excluded from approving the proposal for their re-election.

Members	Since
Richard Huntingford (Chair)	2017
Meredith Amdur	2020
Mark Brooker	2020
Zillah Byng-Thorne	2014
Hugo Drayton	2015
Rob Hattrell	2018
Alan Newman	2018
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

The Nomination Committee supports the Board in Executive and Non-Executive succession planning. Our key objectives as a Nomination Committee are:

• To make sure the Board has individuals with the necessary range of skills and knowledge and diversity of experiences to lead the Company.
• To ensure that it is effective in discharging its responsibilities and overseeing appropriately all matters relating to corporate governance.

Key responsibilities

• Ensure succession plans are reviewed.
• Improve diversity on the Board and in the pipeline for senior management roles.
• Further strengthen the senior management team.
• Ensuring that appointments to GoCompare.com Limited are assessed in accordance with the regulatory requirements and that appropriate regulatory approval is obtained.

Key areas of focus in FY2022

• Board and Committee composition and succession planning.
• Recommended the appointment of Penny Ladkin-Brand as CFO.

Key priorities in 2023

• Recruitment of a new CEO.
• Initiate the search for a new Non-Executive Director.
• Monitor Board composition for alignment of relevant skills, experience and diversity to Company strategy.
• Monitor progress on the Board Diversity Policy.
• Oversight of the Executive Leadership Team’s (ELT) development and succession planning.

84 / Future plc Corporate Governance

Audit and Risk Committee

Dear Shareholder,

On behalf of the Audit and Risk Committee, I am pleased to present its report for the year ended 30 September 2022. This report sets out how the Committee has discharged its duties in accordance with the UK Corporate Governance Code 2018 (the 2018 Code) and its key activities and findings during the year.

We have continued to discuss and challenge the assumptions and judgements made by management in the preparation of published financial information and to oversee the internal controls, including oversight of the external and internal audit processes. The Committee has an annual work plan linked to the Group’s financial reporting cycle, which ensures that it considers all matters delegated to it by the Board. In addition to its annual work plan, it agreed the approach to how the internal audit function should be resourced. This year the Board undertook an internally facilitated review of the effectiveness of the Board and Board Committees, including this Committee, in accordance with the requirements under the 2018 Code and you can read more about this on page 82.

Alan Newman
Chair of the Audit and Risk Committee
29 November 2022

Members	Since
Alan Newman (Chair)	2018
Meredith Amdur	2020
Hugo Drayton	2015
Angela Seymour-Jackson	2021

The Company Secretary, or nominee, acts as secretary to the Committee. Details of individual Directors’ attendance can be found on page 77.

Key objectives

• To monitor the integrity of the Group’s financial reporting processes.
• To ensure that risks are carefully identified and assessed, and that sound systems of risk management and internal control are in place.

Key responsibilities

• Overseeing the accounting principles, policies and practices adopted by the Group.
• Overseeing the external financial reporting and associated announcements.
• Overseeing the appointment, independence, effectiveness and remuneration of the Group’s External Auditor, including the policy on the supply of non-audit services.
• Conducting a competitive tender process for the external audit when required.
• Reviewing the resourcing, plans and effectiveness of Internal Audit, which is independent from the Group’s External Auditor.
• Ensuring the adequacy and effectiveness of the internal control environment.
• Monitoring the Group’s risk management processes and performance.
• Ensuring that the regulatory requirements for the GoCompare.com Limited business are assessed and properly managed and that appropriate regulatory approval is obtained as appropriate.
• Ensuring the establishment and oversight of fraud prevention arrangements and reports under the whistleblowing policy.
• Monitoring the Group’s compliance with the 2018 UK Corporate Governance Code.# Audit and Risk Committee Report

• Providing advice to the Board on whether the Annual Report and Accounts, when taken as a whole, is fair, balanced and understandable and provides all the necessary information for shareholders to assess the Company’s performance, business model and strategy.

Key areas of focus in FY 2022

• Reviewed and challenged the application of accounting principles, policies and practices to the annual and half-year results announcements and the Annual Report.
• Reviewed the effectiveness of the Group’s underlying control environment.
• Reviewed the effectiveness of internal audit and appointed a new outsource provider.

Key priorities in FY 2023

• Continue to monitor legislative and regulatory changes that may impact the work of the Committee.
• Consider the impact of proposed audit industry changes.
• Continue to review the work of the internal audit function and implementation of audit recommendations.
• Continue to monitor the effectiveness and development of the Group’s internal control environment.

The Audit and Risk Committee continues to challenge, scrutinise and oversee the Group’s risk management and control environment.

Membership and meetings

The Committee met five times during the year and has an agenda planner linked to events in the Company’s financial calendar and other important events that arise throughout the year, which fall for consideration by the Committee under its remit. Two of these meetings focused on reviewing matters in conjunction with the half-year and full-year reporting and included private meetings with the internal and External Auditors. The other meetings focussed on the work of the internal Audit function and ad hoc matters which arose during the year. Details of individual Directors’ attendance can be found on page 77. In addition to the Committee members, the Chief Financial and Strategy Officer (CFSO), the Group Finance Director, Group Financial Controller, the Risk and Compliance Director, the Internal Auditor (supported by RSM UK Risk Assurance Services LLP) and the External Auditor (Deloitte) attended all or parts of these meetings by invitation. The Chair of the Board and Chief Executive may also attend meetings. The Company Secretary acts as Secretary to the Committee. The Chair of the Committee holds regular meetings with the External and Internal Auditors who have an opportunity to discuss matters without management being present and also the CFSO (who has responsibility and custody of the internal audit function). The Committee received sufficient, reliable and timely information from management to enable it to fulfil its responsibilities. The Board has confirmed that it is satisfied that Committee members possess an appropriate level of independence and depth of financial and commercial, including sectoral, expertise. For the financial year ended 30 September 2022, Alan Newman was the member of the Committee determined by the Board as having recent and relevant financial experience.

Going concern and viability statements

The Committee reviewed the updated wording of the Group’s longer-term viability statement, set out on page 71. To do this, the Committee ensured that the model used was consistent with the approved three-year plan and that scenario and sensitivity testing aligned clearly with the principal risks of the Group. Committee members challenged the underlying assumptions used and reviewed the results of the detailed work performed. The Committee was satisfied that the analysis supporting the viability statement had been prepared on an appropriate basis. The Committee also reviewed the going concern statement, set out on page 64, and confirmed its satisfaction with the methodology, including appropriateness of the sensitivity testing.

Fair, balanced and understandable

The Committee considered whether the Annual Report is ‘fair, balanced and understandable’, in line with the requirements of the 2018 Code. The Committee members were consulted at various stages during the drafting process and gave input to the planning process, as well as having the opportunity to review the Annual Report as a whole and discuss, prior to the November 2022 Committee meeting, any areas requiring additional clarity or better balance in the messaging. In this respect, the Committee focused on:

• A qualitative review of disclosures and a review of internal consistency throughout the Annual Report and Accounts.
• A review by the Committee of all material matters, as reported elsewhere in this Annual Report and Accounts.
• A risk-comparison review, which assesses the consistency of the presentation of risks, and significant judgements throughout the main areas of risk disclosure in this Annual Report and Accounts.
• A review of the balance of good and bad news.
• Ensuring it correctly reflects – the Group’s position and performance as described on pages 62 to 65 – the Group’s business model, as described on page 18 – the Group’s strategy, as described on pages 14 to 31.

On the basis of this work, together with the views expressed by the External Auditor, the Committee recommended, and in turn the Board confirmed, that it could make the required statement that the Annual Report is fair, balanced and understandable. The Committee also received regular updates from the Chief Financial Officer on provisions made for litigation and the Committee considered the appropriateness of the methodology applied.

Risk management

The Board has overall responsibility for determining the nature and extent of its principal and emerging risks and the extent of the Group’s risk appetite, and for monitoring and reviewing the effectiveness of the Group’s systems of risk management and internal control. Further details of the risk management objectives and process are on pages 66 to 70. The principal risks and uncertainties facing the Company are addressed in the Strategic Report and in the table on pages 68 to 70. The Board has delegated to the Committee the responsibility for monitoring the effectiveness of the systems of risk management.

Internal control

The Board determines the objectives and broad policies of the Group and meets regularly, when a set schedule of matters which are required to be brought to it for decision is discussed. Overall management of the Group’s risk appetite, its tolerance to risk and discussion of key aspects of execution of the Group’s strategy remain the responsibility of the Board. The Board has delegated to the Audit and Risk Committee the responsibility for establishing a system of internal controls appropriate to the business environments in which the Group operates. Key elements of this system include:

• A clearly defined organisation structure for monitoring the conduct and operations of the business.
• Clear delegation of authority throughout the Group, starting with the matters reserved for the Board.
• A formal process for ensuring that key risks affecting operations across the Group are identified and assessed on a regular basis, together with the controls in place to mitigate those risks. Risk consideration is embedded in decision-making processes at all levels, and the most significant risks are periodically reviewed by the Board. The risk process is reviewed by the Audit and Risk Committee.
• The preparation and review of comprehensive annual budgets.
• The monthly reporting of actual results and their review against budget, forecasts and the previous year, with explanations obtained for all significant variances.
• The Finance Manual which outlines key control procedures and policies to apply throughout the Group. This includes clearly defined policies and escalating authorisation levels for all procurement activity including capital expenditure and investment, with larger capital projects, acquisitions and disposals requiring Board approval. This framework is kept under periodic review.
• The ongoing development of a formal controls framework that defines the key

Area of focus

Reporting issue

Role of the Committee

Conclusion / Action taken

Acquisition accounting

As outlined on page 10 in the Strategic Report, the Group has completed four acquisitions during the year. At the request of the Committee, the Group engaged third-party valuations experts to assist in the preparation of the purchase price allocation exercises for the significant acquisitions in the year. The Committee has reviewed detailed papers setting out the acquisition accounting undertaken, including purchase price allocations and opening balance sheet fair value assessments.

The Committee agreed with the judgements made by management in respect of the acquisition accounting undertaken during the year and the presentation in the Group’s results for the year ended 30 September 2022. Refer to note 28 on page 179 for further information in respect of the acquisition accounting undertaken in the year.

The classification of exceptional items

Due to the significant acquisition-related activity in the year, a number of items (such as acquisition or related integration and restructuring costs and also onerous property costs) totalling £17.9m are considered exceptional in nature.

The Committee reviewed and challenged information provided by management explaining the nature and rationale for the inclusion of these items as exceptional and discussed them with the auditors.

Refer to note 5 on page 155 for further information in respect of exceptional items.

The Committee agreed with the conclusion that these items should be separately presented within exceptional items, given their nature and magnitude, and that this treatment assists the users of the financial statements to understand the results of the core underlying operations of the Group.

Determining the basis upon which goodwill is allocated and monitored

Following the significant in-year acquisitions, an assessment is required to ensure that there are no additional cash-generating units (CGUs) at which goodwill should be monitored.# The Committee reviewed detailed papers prepared by management setting out the assessment and rationale of the suitability of the continued ongoing monitoring of goodwill at the existing CGU levels. The Committee remains comfortable with the continued monitoring of goodwill at the UK/US/Australia level. Not creating any additional CGUs is deemed appropriate given the swiftness of integration of the acquired businesses onto Future's systems, the level of interconnectivity and the interdependency of revenues across the Group, both between its brands and the Media and Magazine divisions.

Significant financial reporting judgements

The Committee considered the following issues relating to the financial statements during the year. These include the matters relating to risks disclosed in the External Auditor's report controls, the persons responsible and the specific risk that each of these key controls is designed to mitigate.

• Appropriately qualified staff in our finance, legal and human resource functions with business continuity plans to ensure that all key roles have adequate cover.
• Initiation of a formal quarterly CFSO review of control execution and assessment that control owners understand design and efficacy of the controls they monitor, tested by a regular timetable of internal controls reviews that include the testing of key controls and process walk-throughs of processes, reported to the Audit and Risk Committee.
• Development of a learning from incidents culture, reporting of potential and actual internal control failures and assessment of management's response.
• Regular formal meetings between the CEO, the CFSO and senior management to discuss strategic, operational and financial issues.

During the year an internal controls development programme was initiated designed to build up the internal control capability within the finance function and across the business. This is progressively reviewing all the core financial control processes over a period of 12 months. Recommendations were made for improvement to controls in relation to financial reporting, which management is charged with implementing, none of which related to significant failings or weaknesses. The programme is led by the Group Finance Director and its findings and recommendations are reported regularly to the Audit and Risk Committee. This programme and management's work arising from it have already identified areas for improvement and actions to address these. Looking forward to FY 2023, the internal controls plan will continue to embed role segregation, accountability of execution, and improvement in automation to reduce reliance on management supervision.

Internal audit

The Audit and Risk Committee assesses the effectiveness of the Internal Audit function annually, and considers whether the level of internal audit resources is appropriate to provide the right level of assurance over its principal risks and controls, especially in light of the continued growth in the size and complexity of the organisation following further acquisitions in FY 2022. FY 2022 was the first full year where a dedicated Internal Audit function has been in place, which has supported the continued strengthening of control within the organisation. Following a review of the assurance needs of the business, RSM LLP were appointed, initially on a co-source basis in January 2022, and now as Future's outsourced Internal Auditor. The annual internal audit plan is approved by the Committee, and internal audit is an agenda item at each Committee meeting. RSM LLP presents an update on audit activities, progress of the audit plans and the outcomes of all audits with action plans to address any issues. Reviews have been completed in FY 2022 on areas including payroll, cyber security, starters and leavers and supplier management. The Committee has overseen the establishment of plans to implement the control improvements recommended by these reviews. The Internal Audit function is aligned with the Internal Control function to ensure the timing of each review type can be appropriately considered, and discuss common themes and concerns to ensure the appropriate remediation or improvements can be made. Looking forward to FY 2023, a risk assessment has been completed to inform the FY 2023 internal audit plan, which the Committee is confident will help further to improve the organisation's control environment. This plan includes areas such as business continuity planning, organisational resilience and digital advertising revenue.

External audit independence

The Committee is responsible for reviewing the independence of the Company's Annual Report and Accounts 2022 / 89 External Auditor, Deloitte LLP (Deloitte), agreeing the terms of engagement with them and the scope of their audit. Deloitte has a policy of partner rotation, which complies with regulatory standards, and, in addition, Deloitte has a structure of peer reviews for its engagements, which are aimed at ensuring that its independence is maintained. Maintaining an independent relationship with the Company's External Auditor is a critical part of assessing the effectiveness of the audit process.

European Union legislation on permitted non-audit services which came into effect from 17 June 2016, introduced a permitted non-audit services fee cap for certain services of 70% of the average audit fee over a consecutive three-year period. This cap was applicable to the Group from the financial year ended 30 September 2020. The Committee has agreed the Group's policy on non-audit fees, and this was reviewed by the Committee during the year ended 30 September 2022. The Committee also regularly reviews the level of audit and non-audit fees paid to Deloitte.

Key principles of the policy on non-audit services are:

• The Committee has approved a list of all permitted non-audit services which are allowed under UK statutory legislation and complies with the European Union Directive on audit and non-audit services. These services include audit-related services such as reviews of interim financial information or any other review of financial statements required by law to be audited.
• The Audit and Risk Committee updated its policy to ensure that non-audit services listed in appendix B of the FRC's revised Ethical Standard 2019 are not offered to the External Auditor.
• Any service that is on the list, if in excess of £100,000, requires the approval of the Committee.

During FY 2022, the External Auditor provided services in relation to the Group's interim results and other independent verification to third parties. The External Auditor has also confirmed to the Committee that they did not provide any other non-audit and additional services, and that they have not undertaken any work that could lead to their objectivity and independence being compromised. The non-audit services supplied by the External Auditor can be found in note 4 of the financial statements. The 70% cap is calculated separately for each firm, meaning there is no requirement under the FRC's Revised Ethical Standard 2019 to formally calculate the cap in the first three years of Deloitte's tenure (it will be applicable from their fourth year as auditors). However, as the calculation is based on Deloitte's first three years of fees these will be closely monitored by the Committee. The fees incurred for services which would have fallen within the 70% cap had it applied totalled £176,600, representing around 22% of Deloitte's audit fee for FY 2022. The lead partner is rotated every five years. Mark Tolley was appointed as the lead audit engagement partner in FY 2021.

Assessment of audit process

The scope of the external audit is formally documented by the auditor. The Committee discussed Deloitte's detailed audit plan and strategy including the intended scope of the audit, identification of significant and elevated audit risks and the level of materiality proposed. In respect of the financial year ended 30 September 2022, the Committee assessed the performance and effectiveness of the External Auditor, as well as their independence and objectivity, on the basis of meetings, the findings of the FRC Audit Quality Reviews (AQR) published in July 2022 and a questionnaire-based internal review which was completed by the Committee members and regular attendees to the Committee. The summary of the results of the questionnaire has been reviewed by the Committee.

Audit tender and appointment

Deloitte LLP were appointed in 2019 to succeed PwC as the Company's auditors with effect from the start of FY 2021. A resolution to reappoint Deloitte LLP as auditors for the year ending 30 September 2023 is being proposed to shareholders at the Company's AGM to be held on Wednesday 8 February 2023. You can read more about this in the Notice of AGM on page 184.

The Company has complied with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Process and Audit Committee Responsibilities) Order 2014 (Competition & Markets Authority Order) for FY 2022 in respect to audit tendering and the provision of non-audit services.

How the Committee keeps up to date

The Committee is kept up to date with changes to Accounting Standards and relevant developments in financial reporting, company law, and the various regulatory frameworks through presentations from the Group's External Auditor, Chief Financial and Strategy Officer, Risk and Compliance Director and the Company Secretary. In addition, members attend relevant seminars and conferences provided by external bodies. The Committee also receives tailored briefings from management and the Group's external auditors from time to time. The Terms of Reference of the Audit and Risk Committee include all the matters required under the Code and are reviewed annually by the Committee.

Assessment of the effectiveness of the Committee

The Committee's effectiveness in respect of the year ended 30 September 2022 was evaluated as part of the review described on page 81.# Future plc Corporate Governance

Directors’ Remuneration Report

I stepped into the role of Remuneration Committee Chair at Future in October 2021. It was clear from my earliest conversations with shareholders that there is a wide range of views on how executive remuneration is structured at the Company, from those who are very supportive of the current approach to those who have meaningful concerns. The extent of those concerns became clear at the Annual General Meeting (AGM) in February 2022 when a majority of our shareholders voted against the FY 2021 Directors’ Remuneration Report (DRR).

I have spent much of my first year in the role leading a review of whether we should make changes to the current remuneration schemes and what our policy for remuneration should be going forward. I have received input from my fellow members of the Remuneration Committee and the wider Board, management, external advisors, shareholder advisory bodies and, of course, our shareholders themselves. As you will see set out below, we conducted the most extensive shareholder consultation programme in our history and the changes we are proposing in this Report are based directly on the feedback received.

Further details of the feedback in relation to each of these areas (which was used to shape our final proposals and decisions) are set out in the preface to the relevant section of this Directors Remuneration Report, as indicated by the page numbers above. We are extremely grateful to shareholders for their time and feedback and we feel we achieved a good understanding of the wide range of views among our investor base. I recognise it is not possible to address all elements of shareholder feedback nor, I believe, is it the job of the Remuneration Committee to do so. We have listened carefully to shareholders but ultimately have taken decisions in relation to our response to the 2022 AGM vote outcome, as well as the proposed Remuneration Policy, which we believe best fit the needs of the Company and will drive value creation over the long-term. However, by being mindful of shareholder views we hope we have addressed adequately the key concerns raised during engagement in FY 2022 and, importantly, designed a Policy that not only reverts to a more typical structure for the FTSE Main Market, but is fit-for-purpose and will garner wider support from our investors than we have achieved in recent years.

The remainder of this letter provides a detailed overview of the key areas of Committee focus during the year, as summarised in the table above.

Members

	Since
Mark Brooker (Chair since 1 Oct 2021)	2020
Rob Hattrell	2018
Angela Seymour-Jackson	2021

Details of individual Directors’ attendance can be found on page 77. Other Directors and executives, including the Board Chair, the Chief Executive (CEO) and the SVP People may be invited to attend Committee meetings. The Company Secretary, or nominee, acts as secretary to the Committee. No individuals are involved in decisions relating to their own remuneration.

This Directors Remuneration Report sets out how Future pays its Directors (both Executive and non-Executive) the decisions made on their pay in FY 2022 how much they received in relation to the financial year ended 30 September 2022 and an explanation of the changes proposed to our Remuneration Policy (Policy) and details of how we propose to operate the Policy for FY 2023.

Key objective of the Remuneration Committee

Our objective is to have a fair, equitable and competitive total reward package that supports our vision and to ensure rewards are performance-based and reinforce long-term shareholder value creation.

Key responsibilities

• Designing & implementing the remuneration policy.
• Ensuring the competitiveness of reward.
• Designing the incentive plans, including the setting of incentive targets and overseeing all share awards.
• Setting remuneration for the Executive Directors and Board Chair and overseeing senior executive and all employee remuneration policies across the Group in alignment with the Group’s reward principles.

Key areas of focus in FY 2022

• Responding to the 2022 AGM voting outcome and direct feedback received on existing remuneration arrangements.
• Developing a proposed Policy for FY 2023-2025 that reverts to market norms for a FTSE Main Market company (for approval at the 2023 AGM).
• Agreeing an approach to implementing the proposed Policy in FY 2023 that reflects the broader business context and the stakeholder experience, and aligns closely with our strategic pillars and shareholders interests.
• Undertaking our most extensive shareholder consultation on remuneration arrangements across the Group to date.

Key priorities in FY 2023

• Ensuring (subject to approval) that the proposed Policy is implemented in line with our strategy and culture.
• Continuing to monitor remuneration practices across Future and keep abreast of developments in typical and best practice across the wider market.
• Ensuring remuneration appropriately supports a successful CEO transition.

Shareholder engagement in FY 2022 – a summary

Period of engagement	June to August 2022
No. of shareholders:	42 (representing 80% of issued share capital)
No. of shareholders providing feedback:	36 (22 meetings, 14 via written replies 65% of issued share capital)
No. of shareholder advisory bodies:	3
Key areas discussed:	1) 2022 AGM outcome (including changes to the VCP) page 91 2) FY 2023-2025 Remuneration Policy page 94-99 3) Leaver arrangements for our former CEO page 98, 108 4) Adjustment to 2019 PSP award for Penny Ledingham-Brand pages 92, 103-104

Annual Report and Accounts 2022 / 91

Reflecting on the 2022 AGM

The Committee, and Board as a whole, took the voting outcome at the 2022 AGM very seriously. Following an evaluation of the feedback received from shareholders in advance of (and following) the AGM, the Committee concluded that shareholders concerns focused primarily on two issues: (a) the structure and continued use of the Value Creation Plan (VCP), approved by 64.3% of shareholders at the 2021 AGM and (b) the treatment of outstanding incentives held by the outgoing CFO, Rachel Addison, on cessation of her employment.

The Committee further reviewed each of these areas in detail, recognising the strength of sentiment that led a majority of investors to vote against the FY 2021 DRR resolution, and used the engagement process described on page 90 to elicit further direct feedback from major investors on these matters.

The VCP

A recap of the design of the VCP is set out on page 101. Although the VCP was supported by around two-thirds of shareholders at the 2021 AGM, it is clear from my recent engagement that there remains a diverse range of opinions externally on the scheme from those who strongly support the strong pay-performance linkage and the all-employee nature of the scheme, to those who fundamentally oppose (and not just at Future) such highly-leveraged arrangements and the potentially very significant payouts they can deliver to participants.

Acknowledging the majority support received for the scheme, the Committee remains fully committed to the VCP over the remainder of its life. We considered whether it would be appropriate to curtail the scheme and replace it with an alternative, but concluded this would not be the right approach for two reasons:

1. The close alignment of employee interests (c.3,000 colleagues participate in the scheme) with those of our shareholders. Whilst the awards are currently out-of-the-money and the targets are very stretching, we believe there is still alignment with the long-term strategy of Future and it provides the opportunity to achieve competitive reward for above market shareholder returns over the remainder of the performance periods.
2. Replacing the VCP now with another scheme would likely result in a rebasing of targets to lower levels given the weaker external environment we currently operate in. The Committee did not feel this approach was aligned with the interests of our shareholders.

However, in the interests of balance, we are keen to address some of the more common concerns raised by investors, by making the following changes (investor feedback on which was broadly positive):

• Slightly lengthening the holding period for the Executive Directors for tranche 3 of the VCP such that it extends beyond another public results announcement by the Company and
• Reiterating our commitment to providing detailed narrative in each of the FY 2023, FY 2024 and FY 2025 remuneration reports on how the Committee has evaluated the appropriateness of any formulaic payouts under the VCP in the context of the underlying performance of the Group, as measured by relevant financial and operational metrics of success over the relevant period.

Those shareholders with which engaged, while remaining divided on the pros and cons of the VCP, were generally supportive of the changes described above and these proposed modifications will now be implemented. We also consulted on a voluntary reduction in the opportunity under tranches 2 and 3 of the VCP, offered by the CEO in response to investor feedback.# Directors’ Remuneration Report

Remuneration Policy for FY 2023-25

As the resolution to approve the FY 2021 DRR did not pass at the 2022 AGM, the Committee spent considerable time during FY 2022 reviewing the Policy ahead of putting it to a binding resolution at the 2023 AGM, and considering what changes were required to better support the Group strategy. As part of the review, the Committee also considered developments in market practice and corporate governance as well as changes within our own business, in proposing to revert to a more market-typical framework with future long-term incentive awards being made under the PSP. Direct feedback from shareholders has helped to shape our final proposals, including a reversion to defining long-term incentive award levels as a percentage of salary (rather than a fixed number of shares) and a reduction to the exceptional award opportunity in the scheme. No further VCP awards will be issued to incumbent or newly-appointed Executive Directors. Further details of the Policy, as well as a review of all changes and the investor feedback received on these, are set out on pages 114-119 of this Report. We have also taken this opportunity to refresh the rules of our PSP, bringing them in line with market and governance best practice and a resolution to approve these is included in the notice of meeting.

Future plc Corporate Governance

We are pleased with the continued progress made during the year in these important areas, and look forward to reporting on further developments in the future.

Executive Director outcomes

As a result of Future’s continued strong performance, the Company achieved Adjusted Operating Profit of £271.7 million, which was 9% ahead of the target for the year. The Committee therefore approved a payout of 88% of the maximum annual bonus opportunity for Zillah Byng-Thorne and Penny Ladkin-Brand in respect of FY 2022. In reaching this decision, the Committee considered the formulaic outcome against the targets set at the start of the year, the impact of acquisitions during FY 2022 and the broader underlying performance of the Group. 50% of the bonus earned will be paid in cash and 50% will be deferred in Future plc shares for two years. Further details are included on page 100.

With regard to the Group’s longer-term incentives, performance conditions attached to Performance Share Plan (PSP) awards made on 25 November 2019 were tested to 30 September 2022. Over the three-year performance period, the Company’s EPS growth and absolute TSR performance (each representing 50% of the award) exceeded the top end of the stretching performance ranges set at grant. Accordingly, these awards will vest in full on 30 November 2022, and will thereafter be subject to a mandatory two-year holding period. Further details are included on page 104.

The Committee’s satisfied that overall pay outcomes in respect of the year ended 30 September 2022 are appropriate and reflect Future’s continued strong financial and operational performance, and the experience of all key stakeholder groups. The annual bonus outcome for the year reflects another year of material profit growth, while vesting of the awards granted under the PSP in November 2019 reflects longer-term out-performance and value creation for shareholders during the period. The Committee has therefore not exercised any discretion in relation to its assessment of the outcome of the variable pay schemes but, following consultation, did use discretion to partially reinstate Penny Ladkin-Brand’s PSP award, as described below. The Committee has not otherwise exercised discretion this year.

Partial reinstatement of the 2019 PSP award for Penny Ladkin-Brand

The Committee consulted shareholders on reinstating a portion of Penny’s original 2019 PSP award as a result of her stepping back into a full-time role as CFO, after it was originally scaled back when Penny transitioned to the role of Chief Strategy Officer, with a reduced three day per week time commitment. To reflect her return to working five days per week, and in the interests of adhering to the same principles we applied in originally reducing the awards, the Committee considered it to be fair and equitable to increase the number of shares under the award by 5,870 shares, from 27,654 to 33,524. A substantial majority of investors consulted as part of my FY 2022 outreach were supportive of this adjustment, viewing it as a positive signal and a true application of our diversity and inclusion policy. Investors highlighted the importance of clear disclosure around the adjustment, and a full breakdown of the relevant calculations is therefore included on page 103.

Looking back – FY 2022 remuneration

The business context

It is important to start any discussion of the context for remuneration decisions at Future by acknowledging the Company’s very highly performing management team, and to frame the Committee’s activities and decisions in the context of Future’s overall performance and the experience of key stakeholder groups in particular, our people.

Our performance

The Company has delivered another strong performance in FY 2022 with adjusted diluted EPS growing 24% compared to prior year and, while Future too has been impacted by the decline experienced across global stock markets in 2022, TSR remains strong.

Other highlights
* Audience growth of +3% with online users of 313 million (FY 2021 306 million).
* Adjusted operating profit growth of +39% to £271.7 million (FY 2021 £195.8 million).
* Adjusted diluted EPS growth of +24% to 163.5p (FY 2021 131.9p).
* Four acquisitions completed during the year and a further acquisition completed in October 2022.

Our people (see also page 42)

The Remuneration Committee is regularly informed of pay and employment conditions throughout the Group. This provides valuable input into the Committee’s decision-making around Executive Director remuneration, more so in FY 2022 as the inflationary environment and increasing cost-of-living pressures have continued to impact our workforce and society more broadly. During the year, the Committee has been kept updated on:

• Awards under the Value Creation Plan (VCP) to new joiners, with awards being made in February, May and September.
• Feedback from the Employee Engagement Survey, the subsequent listening sessions and questions raised during Town Hall sessions, from the Group’s SVP People on workforce initiatives and employees’ perspectives on the Committee’s decision-making process.
• Headline ratios, such as the CEO pay ratio (shown on page 106) and our gender pay gap (available on our website).

The Committee uses this data to support its deliberations on executive remuneration, but also to inform its assessment of whether the Group’s reward principles are being met. Of particular note, this year the Committee has provided direct feedback on proposals around how Future is supporting its employees through the ongoing inflationary environment and cost-of-living pressures. It has been agreed that a tiered approach to salary inflation will be implemented in FY 2023, with the highest percentage increases being targeted at our lowest paid employees (see details in the base salary section overleaf). Additionally, this year saw another strong payout under the Group-wide profit pool, payment of which was partly accelerated for colleagues below Board level to May to support with ongoing cost-of-living challenges. A balancing payment (based on the actual outturn) will be made at the normal time in December.

Looking ahead – FY 2023 remuneration

Full details of our approach to executive remuneration in FY 2023 are included on pages 98 to 104.

Base salary

As noted earlier, a tiered approach to salary inflation has been implemented this year. In the UK we benchmark our entry salaries against the living wage association. If a colleague is paid less than the recently announced minimum, their salaries will be uplifted accordingly. Our lowest-paid colleagues have been awarded increases of 8.21% and 7.29% (in line with outside of London living wage and London living wage inflation respectively), while salaried colleagues on an annual salary of less than £50,000 will receive an ex gratia payment worth 2% of salary on top of the general 4% salary increase, i.e. a total pay increase of 6% above the prior year. Colleagues earning above this level will receive a 4% increase. We have also conducted a review exercise in the US and implemented state minimum salaries that we commit to paying as a minimum. In this context, Zillah Byng-Thorne’s salary (which has been frozen since 2020) has therefore been increased by 4% from 1 November 2022, in line with the level of salary inflation for other senior colleagues and below the average increase awarded to the workforce.As part of our consultation with shareholders, we highlighted our commitment to reviewing overall pay levels for Executive Directors in FY 2023 to ensure packages remain appropriately competitive for the size and complexity of the Company under our new remuneration framework (salaries having been set intentionally low given the significant opportunity offered through the VCP). However, following the announcement that Penny Ladkin-Brand’s role was being expanded materially to include the role of Chief Strategy Officer, the Committee concluded that it would be appropriate to review Penny’s salary now to reflect her additional responsibilities, sustained strong performance and her integral role during a period of leadership transition. As an illustration of the additional responsibilities under her expanded remit, Penny will continue to lead all finance activities within the organisation and additionally lead on inorganic growth opportunities and execution of the strategy to deliver medium and long-term growth. These roles were previously split. Having taken into account these factors, the Committee has resolved to increase her salary to £450,000 over two years. The Committee notes that this base salary is within the market range for other FTSE250 companies, notwithstanding that the role at Future is broader and the incumbent an above-median performer. The first of these increases (to £410,000) took effect from 1 November 2022, with a second increase due to be made from 1 October 2023 (aligning with the next financial year), subject to the Committee satisfying itself around Penny’s continued individual performance and Group results. The Committee also considered it to be in the interests of all stakeholders (primarily shareholders and our workforce) to increase Penny’s notice period to 12 months from either side (previously six months), effective from 1 November 2022.

Pension

The pension contribution for Zillah Byng-Thorne will remain at 6% of salary, being the rate available to the majority of the wider UK workforce at the time that it was agreed to reduce Zillah’s previous contractual entitlement. Penny Ladkin-Brand’s pension contribution (currently 6% of salary) will be further reduced to 5% of salary from 1 January 2023, to align with that available to new joiners under our standard employment contract.

Annual bonus

The annual bonus will operate on a similar basis as last year. Maximum opportunities are unchanged (200% of salary for the CEO, 150% of salary for the CFSO), and half of any amounts earned will be deferred in shares for two years. Performance will be assessed primarily against Adjusted Operating Profit targets, as in previous years. Reflecting more recent developments in investor preference, we have amended the weighting of the bonus make up, such that 90% of the total bonus amount is in relation to AOP, with the introduction of a new ESG measure, making up the remaining 10%. For FY 2023 the additional measure will be related to staff engagement. This is the Company’s first step along a path to include ESG metrics in our incentive scorecards. We have started with a people measure given our success as a business is closely tied to our ability to recruit, retain and engage a highly talented workforce. As we move forward, the Committee will keep under review the options to broaden our ESG targets to include other measures which are aligned to our strategy. We believe any metric used should be quantifiable, measurable and ideally externally comparable. As our benchmarking and measurement of these metrics matures we will also consider whether the ESG targets should be included in our annual bonus scheme, our long-term incentive plan, or both.

PSP

Earlier this year, the Committee consulted shareholders on the reintroduction of the PSP to Policy, noting its intent at the time was that awards would first be made in FY 2024. Following the informal indication by Zillah Byng-Thorne that she would like to step down by the end of 2023, the Committee (and Board more generally) is keen to ensure that there remains a strong focus on the Group’s longer-term profitability during the leadership transition process. To support this aim, we have resolved to make a PSP award to Penny Ladkin-Brand in February 2023 subject to approval of the new Remuneration Policy. This award will be set at half of the CFSO’s normal award level (i.e. 83.5% of salary) and, for this cycle only, will be based 100% on 3 year EPS growth. Further details of this award are included on page 104.

Zillah Byng-Thorne

On 20 September 2022, it was announced that Zillah Byng-Thorne had informally indicated her intention to step down from the Board by the end of calendar year 2023. The Committee will determine 94 / Future plc Corporate Governance the appropriate treatment of Zillah’s remuneration arrangements once the timing of Zillah’s leaving has been agreed, and which shall be in accordance with the Directors Remuneration Policy and the terms of her employment agreement. Further details will be disclosed at the appropriate time.

Conclusion

Ensuring that our remuneration approach, practices and outcomes fully support our strategy is the overarching priority for FY 2023, particularly as we transition to new leadership for the Company. I hope that you find this Report a clear account of our decision-making process during the year and the steps that the Committee has taken to address shareholder feedback received both at the last AGM and over recent years. Given the long-term nature of our remuneration schemes, the Committee does not think it is appropriate to make wholesale changes immediately. However, through the adjustments we are making to the VCP and the new Remuneration Policy we hope that shareholders can see the direction of travel is bringing Future’s remuneration schemes closer to what is typical for a FTSE Main Market company. Finally, I would like to take this opportunity to thank my fellow Committee members for their contributions during the year and the shareholders and proxy agencies for their input and engagement during this Remuneration Policy review, to help shape the new Policy presented in this Report. During this consultation we were pleased to be able to engage with so many of the Company’s major shareholders. I welcome all shareholders feedback on this report ahead of our AGM and we look forward to receiving your support for our new Remuneration Policy and Annual Report on Remuneration at our AGM on 8 February 2023.

Mark Brooker
Chair of the Remuneration Committee
29 November 2022

Directors’ Remuneration Report

This Report has been prepared in accordance with the provisions of the Companies Act 2006, and Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the UK Listing Authority’s Listing Rules and the Disclosure and Transparency Rules.

Subject Matter	Page
The single total figure of remuneration for Directors and accompanying notes	98
Directors’ interests in share schemes	110-111
Payments to past Directors	108
The statement of Directors’ shareholdings and share interests	109

The remaining sections of the Report are not subject to audit. In accordance with the Regulations, the following sections of the Remuneration Report are subject to audit:

Annual Report and Accounts 2022 / 95

Remuneration at a glance

The main features of the Policy as applied in FY 2022 are summarised in the table below. The table also includes details of how the Policy is intended to apply in FY 2023 if approved by shareholders at the 2023 AGM.

Element of remuneration	Application of the Remuneration Policy	FY 2022	FY 2023
Paid over the financial year
Base salary	See page 99 for more details	• CEO £575,000 (no change, set in FY 2020). • CFO £355,250 from 31 October 2021, increased to £362,355 (+2%) from 1 January 2022, in line with the wider workforce.	• CEO £575,000, increasing to £598,000 (+4%) from 1 November 2022 in line with other senior executives and below the average for the wider workforce. • CFSO £362,355, increasing to £410,000 (+13%) from 1 November 2022 as part of a two-stage phased increase to reflect Penny Ladkin-Brand’s increased responsibilities as Chief Financial & Strategy Officer (see page 99).
	No change to Policy.
Pensions and benefits	See page 99 for more details	• CEO 10.5% of salary from 1 October 2021, reduced to 6% of salary from January 2022. • CFO 6% of salary. Benefits comprise principally car allowance, private health insurance and life assurance.	• CEO 6% of salary. • CFSO 6% of salary, reducing to 5% of salary from 1 January 2023. No changes to the availability of other benefits.
	Polcy amended to remove reference to the cap of 15% of basic annual salary, reflecting that incumbent Executive Director pensions will be in line with the relevant workforce rate.
Paid in the year after the relevant financial year
Annual bonus	See page 100 for more details	Maximum opportunities of: • CEO – 200% of salary. • CFO – 150% of salary. Based on Adjusted Operating Profit, with any bonus payable 50% in cash in November 2022 and 50% in Future shares, deferred for a further two years. Awards are subject to malus and clawback (see page 116).	No change to opportunities, overall structure or malus and clawback provisions. The performance measures for FY 2023 will be 90% on Adjusted Operating Profit and 10% on ESG metrics.
	No change to Policy.
Vest at least three years after grant, subject to performance conditions, with a post-vest holding period
Value Creation Plan	See page 101 for more details	Following the making of awards under the VCP in FY 2021, no further awards were made to the CEO in FY 2022. The award for Penny Ladkin-Brand was increased (as set out on page 101) on her promotion to CFO.	No further awards under the VCP will be made to Executive Directors. VCP removed from proposed Policy.

See page 103 for more details. No PSP awards were made to Executive Directors in FY 2022 (save for the time pro-rated reinstatement to Penny Ladkin-Brand's 2019 PSP award, see page 103 for further details). Subject to approval of the Policy, Penny Ladkin-Brand will be granted an award of 83.5% of salary shortly following the 2023 AGM, based 100% on three-year EPS performance (see page 104). No PSP awards will be granted to Zillah Byng-Thorne in FY 2023. Under the revised Policy and in response to shareholder feedback, PSP award levels will be defined as a multiple of salary (rather than a fixed number of shares) and the exceptional maximum limit will be reduced.

• Normal maximum annual award face value: 200% of salary
• Exceptional maximum annual award face value: 300% of salary

Shareholding requirements

See page 109 for more details.

• Zillah Byng-Thorne: 400% of salary.
• Penny Ladkin-Brand: 300% of salary.

No change for Zillah Byng-Thorne or Penny Ladkin-Brand. In the proposed Policy, the shareholding requirement for new Executive Directors will be set at 200% of salary.

96 / Future plc Corporate Governance Directors’ Remuneration Report

Remuneration across the company

The Remuneration Committee is responsible for the remuneration of the Executive Directors and Board Chair and has oversight of senior executive and all employee remuneration policies. This includes ensuring that the Committee is satisfied that all relevant regulatory requirements have been complied with in connection with employees of Future's regulated subsidiary. In setting the remuneration of the Executive Directors and other senior executives, the Committee is mindful of the importance of an appropriate relationship between the remuneration policies and practices for the Executive Directors, senior executives, managers and other colleagues within the Group. While comparison metrics are not used to determine pay policy, remuneration at all levels in Future is designed to support its remuneration principles, long-term business strategy and core purpose. It is also designed to be consistent with and support the Company's core values. The structure of reward necessarily differs based on scope and responsibility of role, level of seniority and location. The table opposite illustrates how the core elements of Executive Director, ELT and wider Future leadership teams pay align with the wider workforce.

1. Representing 100% of LTIP awards granted in November 2019, vesting of which was dependent on performance to 30 September 2022. See page 104 for further details.
2. Based on TSR performance between 30 September 2019 and 30 September 2022, with three-month averaging.
3. Adjustments are made to targets for material acquisitions, being those that contribute EBITDA of more than 15% of the total Group’s EBITDA for the relevant financial year. The Dennis acquisition met this threshold but was factored into the targets when they were set. The other smaller in-year acquisitions did not meet this threshold.

2022 outcomes

Performance measure and % payout	Threshold 3 25%	Target 3 50%	Maximum 3 100%	Actual % weighting	% of maximum achieved
Annual Bonus
Adjusted Operating Profit	£241.8m	£248.0m	£279.0m	£271.7m	100%
Overall					88%

Performance measure	Threshold 25% (50%)	Maximum 100%
PSP
Adjusted EPS	56p (7% CAGR)	71p (16% CAGR)
Absolute SR 2	6% per annum	15% per annum
Overall

Metric	Payout	% Weighting	% of Maximum Achieved
Adjusted EPS	163.5p	50%	100%
Absolute SR 2	15.1%	50%	100%
Overall			100%

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Eligibility

Element of remuneration	Details	Employees at all levels	Executive Directors and other senior leadership	Executive Directors only
Base salary	Salaries are generally reviewed annually, taking into account Company and individual performance, experience and responsibilities. Future is committed to ensuring UK pay for colleagues is above living wage levels, and introduced US tiered living wage in 2021.	Base salary: Salaries are generally reviewed annually, taking into account Company and individual performance, experience and responsibilities. Future is committed to ensuring UK pay for colleagues is above living wage levels, and introduced US tiered living wage in 2021.	N/A	N/A
Benefits	Employees across all levels of the business are eligible for a range of competitive, voluntary benefits. For all employees, Future offers health benefits, a cycle to work scheme, unlimited holiday, and enhanced maternity, paternity and adoption leave.	Benefits: Employees across all levels of the business are eligible for a range of competitive, voluntary benefits. For all employees, Future offers health benefits, a cycle to work scheme, unlimited holiday, and enhanced maternity, paternity and adoption leave.	N/A	N/A
Pension	Pension planning is an important part of Future's reward strategy for all employees because it is consistent with the long-term goals and horizons of the business, an approach it has been practicing for a number of years. The specific Company offering differs by jurisdiction.	Pension: Pension planning is an important part of Future's reward strategy for all employees because it is consistent with the long-term goals and horizons of the business, an approach it has been practicing for a number of years. The specific Company offering differs by jurisdiction.	N/A	N/A
All-employee share plans	UK and US employees are strongly encouraged to become shareholders through the Share Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and those participating are able to express their views in the same way as other shareholders.	All-employee share plans: UK and US employees are strongly encouraged to become shareholders through the Share Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and those participating are able to express their views in the same way as other shareholders.	N/A	N/A
VCP	Colleagues at all levels participate in the VCP, which was introduced and granted in FY 2021 (and in which unallocated units have been awarded to new joiners since that date).	VCP: Colleagues at all levels participate in the VCP, which was introduced and granted in FY 2021 (and in which unallocated units have been awarded to new joiners since that date).	N/A	N/A
Performance-related bonus - cash	All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group performance. Maximum opportunities vary by employee level and jurisdiction.	Performance-related bonus - cash: All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group performance. Maximum opportunities vary by employee level and jurisdiction.	Performance-related bonus - cash: All employees below Board level are eligible to participate in the profit pool, with outcomes based on Group performance. Maximum opportunities vary by employee level and jurisdiction.	N/A
			Other long-term incentives: Key members of the senior management population are eligible to participate in long-term incentive arrangements. Incentives for senior management have an emphasis on share awards and the performance metrics align with those used at Board level.	Performance-related bonus - Deferred Annual Bonus Scheme (DABS): Currently only Executive Directors are required to defer a proportion of their performance-related bonus into Future shares under the DABS, which supports shareholder alignment. As a result, Executive Directors are the only participants in the Scheme.
				Shareholding guidelines: All employees are strongly encouraged to become shareholders to allow them to share in the success of the Company. However, currently only Executive Directors are subject to formal shareholding guidelines (both in-post and post-exit).

Remuneration across the company 98 / Future plc Corporate Governance

Annual report on remuneration

The following section provides details of how the existing Directors Remuneration Policy was applied for the year ended 30 September 2022, and how the Committee intends to apply the proposed Policy in the year ending 30 September 2023.

£'000	Year end 30 September	(A) Basic salary or fees ¹	(B) Taxable benefits ²	(C) Annual bonus ³	(D) PSP ⁴	(E) Pension benefit ⁵	TOTAL SINGLE FIGURE (A+B+E)	Total fixed (C+D)	Total variable
Executive Directors
Zillah Byng-Thorne	2022	575	17	1,012	1,131	41	2,776	633	2,143
	2021	575	17	1,150	6,581	67	8,390	659	7,731
Penny Ladkin-Brand ⁶	2022	331	11	437	565	18	1,362	360	1,002
Non-Executive Directors
Richard Huntingford	2022	206	-	-	-	-	206	206	-
	2021	202	-	-	-	-	202	202	-
Meredith Amdur ⁷	2022	57	-	-	-	-	57	57	-
	2021	55	-	-	-	-	55	55	-
Mark Brooker ⁸	2022	67	-	-	-	-	67	67	-
	2021	55	-	-	-	-	55	55	-
Hugo Drayton ⁹	2022	77	-	-	-	-	77	77	-
	2021	75	-	-	-	-	75	75	-
Rob Hattrell ¹⁰	2022	57	-	-	-	-	57	57	-
	2021	55	-	-	-	-	55	55	-
Alan Newman ¹¹	2022	67	-	-	-	-	67	67	-
	2021	65	-	-	-	-	65	65	-
Angela Seymour-Jackson ¹²	2022	82	-	-	-	-	82	82	-
	2021	33	-	-	-	-	33	33	-
Former Executive Directors
Rachel Addison ¹³	2022	30	1	-	-	2	33	33	-
	2021	354	13	533	21	921	388	533
Total	2022	1,549	29	1,449	1,696	61	4,784	1,639	3,145
	2021	1,469	30	1,683	7,030	88	10,300	1,587	8,713

Notes:

1. Meredith Amdur is US-based. During FY 2022 Meredith received US$73,600 (FY 2021: US$72,000) as remuneration (Sterling equivalent shown in the table above using the exchange of £1 = US$1.3).
2. Benefits for Executive Directors comprise principally car allowance, private health insurance and life assurance. There were no taxable expenses paid to any non-Executive Director in the year.
3. Relates to payment for performance during the year and includes the grant date value of any amount paid in shares under the DABS. Details relating to the Annual Bonus are set out on page 100.
4. The PSP figures are consistent with the approach taken in previous reports, i.e. awards are captured in the year that performance periods have ended (see page 103 for further details).
5. 2022 figure: relates to 100% of the PSP awards granted on 23 November 2019 which will vest on 30 November 2022 following the achievement of the absolute TSR and adjusted EPS targets for the three-year period ended 30 September 2022. The value of these awards has been calculated using the three-month average share price to 30 September 2022 of 1,683.9p. Further details relating to the PSP are set out on page 103.
6. 2021 figure: relates to 100% of the PSP awards granted on 23 November 2018 which vested on 30 November 2021 following the achievement of the share price target and adjusted EPS target for the three-year period ended 30 September 2021. The value of these awards has been recalculated using the spot closing price on vest date of 3,346p and is therefore different to the numbers reported in last year’s report (which had been based on a three-month average share price to 30 September 2021).
7. Zillah Byng-Thorne, Penny Ladkin-Brand and Rachel Addison received cash supplements in lieu of pension contributions. These additional cash payments are not included in determining their entitlement to any bonus, share-based incentive or pension entitlement.
8. Penny Ladkin-Brand was reappointed to the Board as Chief Financial Officer on 1 November 2021. Her remuneration arrangements during 2022 were in line with the prevailing Remuneration Policy and consistent with those of her predecessor, namely; a salary of £355,250 per annum that increased 2% on 1 January 2022; a pension contribution (currently 6% of salary) which will be further reduced to 5% of salary from 1 January 2023, to align with that available to new joiners under our standard employment contract; and a maximum annual bonus opportunity of 150% of salary.
9. Chair of the Remuneration Committee.
10. Senior Independent Director and Chair of the Responsibility Committee.

11. Chair of the Audit and Risk Committee.
    10.# Independent Chair of the Group’s regulated subsidiary Go.Compare.Com Limited.

12. Rachel Addison stepped down from the Board on 31 October 2021. The figures shown in the table above relate to the period 1 October 2021 to 31 October 2021. Details of Rachel’s other remuneration in connection with her cessation of employment are set out in the relevant section on page 108.

Single figure of remuneration for Directors (audited)

The table below sets out a single figure for the total remuneration received for the last two financial years by each Executive and non-Executive Director who served in the year ended 30 September 2022.

Annual Report and Accounts 2022 / 99

BASIC SALARY

The Committee takes into account a number of internal and external factors when reviewing salary levels. These factors include the performance of Future during the year, historic increases made to the individual and, to ensure a consistent approach, the salary review principles applied to the rest of the organisation. To date, Executive Director base salaries have been deliberately positioned below relevant market benchmarks, acknowledging the significant opportunity offered through the VCP.

FY2022

The CEO’s salary was fixed for a period of two years in FY 2020 and she received £575,000 in FY 2022 (£575,000 in FY 2021). Rachel Addison was an Executive Director until 31 October 2021 and received an annual salary of £355,250 until her termination date of 31 December 2021. Penny Ladkin-Brand was appointed as CFO and as an Executive Director on 1 November 2021, on a salary of £355,250 per annum. She received a 2% increase to her base salary, in line with the wider workforce, to £362,355 per annum with effect from 1 January 2022.

FY 2023

Zillah Byng-Thorne’s salary will increase by 4% (to £598,000 per annum), with effect from 1 November 2022. This is in line with other senior colleagues, and below the average increase awarded to the workforce. As detailed on page 93, following the announcement that Penny Ladkin-Brand’s role was being expanded materially to include the role of Chief Strategy Officer, the Committee concluded that it would be appropriate to review Penny’s salary to reflect her additional responsibilities, sustained strong performance and her integral role during a period of leadership transition. Having taken into account these factors, the Committee has resolved to increase her salary to £450,000 over two years to reflect this broader role and that Penny is an above-median performer. The first of these increases (to £410,000) took effect from 1 November 2022, with a second increase due to be made from 1 October 2023 (aligning with the new financial year), subject to the Committee satisfying itself around Penny’s continued individual performance and Group results.

PENSION AND BENEFITS

Pension entitlements

The only element of remuneration that is pensionable is basic annual salary. Employer’s pension contributions were payable to the Executive Directors as a salary supplement. This additional cash payment is not included in determining their entitlement to any performance-related bonus, share-based incentive or pension. The Company had no liability in respect of the Executive Directors’ pensions as at 30 September 2022. The normal retirement age under the scheme rules is 75.

FY 2022

Employer pension contributions were payable to the Executive Directors as a salary supplement, at a rate of 10.5% of basic annual salary for the CEO (from 1 January 2021) reducing to 6% from 1 January 2022 and 6% of basic annual salary for Penny Ladkin-Brand. Rachel Addison received a cash supplement in lieu of pension contribution of 6% of basic salary until her termination date of 31 December 2021.

FY 2023

Zillah Byng-Thorne will receive a cash supplement in lieu of pension contribution of 6% of basic annual salary. Penny Ladkin-Brand’s pension contribution will be reduced to 5% of salary from 1 January 2023, in line with that available to other new joiners on our current standard UK employment contract.

Benefits

Benefits are provided at an appropriate level taking into account market practice at similarly sized companies and the level of benefits provided for other employees in the Company. Core benefits include car allowance, private health insurance and life assurance. The current Executive Directors also have the opportunity to participate in the Company’s SIP on the same terms as other UK employees.

Context for remuneration decisions

The context for the Committee’s decision-making this year is set out in the introductory letter on pages 90 to 94. The purpose of our remuneration policy is to deliver a remuneration package that:

• Attracts and retains high calibre Executive Directors and senior managers in a challenging and competitive business environment
• Avoids unnecessary complexity, delivering an appropriate balance between fixed and variable pay for each Executive Director and the senior management team
• Encourages long-term performance by setting challenging targets linked to sustainable growth
• Is aligned to the achievement of the Group’s objectives and stakeholder interests and to the delivery of sustainable value to shareholders
• Seeks to avoid creating excessive risks in the achievement of performance targets
• Is consistent with the Company’s purpose and values
• Is commensurate with pay conditions across the Group
• Is aligned to the reward principles set out on page 113
• Takes into account underlying business performance and the wider stakeholder experience

All our decisions as a Remuneration Committee are framed by this context.

100 / Future plc Corporate Governance

ANNUAL BONUS

The Company operates an annual bonus for the Executive Directors. Maximum opportunities are 200% of salary for the CEO and 150% of salary for the CFSO. The Committee believes that the overall annual bonus structure, including opportunity levels and deferral mechanism, remains largely appropriate for Future at this time.

FY 2022

100% of the Executive Director bonus opportunity for FY 2022 was linked to Adjusted Operating Profit (AOP) performance (defined as adjusted earnings before interest and tax), with the maximum award being dependent on an overperformance vs target of 112.5%. Rachel Addison was not eligible to receive a bonus for FY 2022 reflecting her stepping down from the Board. In accordance with the Remuneration Policy, 50% of these bonus amounts has been paid in cash for the Executive Directors, with the remaining 50% to be converted to Future shares under the Deferred Annual Bonus Scheme (DABS) and deferred for two years.

DABS Awards granted during the year to 30 September 2022

Awards granted to Executive Directors under the DABS during the year in respect of the FY 2021 annual bonus are as set out below. The value of these DABS awards is captured in the FY 2021 single figure of remuneration. Penny Ladkin-Brand’s FY 2021 annual bonus related to her previous role and so was not subject to deferral.

Actual AOP performance for the year of £271.7 million exceeded the target of £248.0 million by 10% (equivalent to 27% growth on the prior year), resulting in a formulaic outcome of 88% of maximum for this element. Under the current scheme design, adjustments can be made to targets for material acquisitions, defined as those that contribute more than 15% of the total Group’s AOP for the relevant financial year. The Dennis acquisition had been factored into these targets when they were set. Other, smaller, in-year acquisitions did not meet the materiality threshold, but were reviewed.

Performance measure	Threshold £m	Target £m	Max £m	Actual £m	% weighting	% of maximum achieved
Adjusted Operating Profit	241.8	248.0	279.0	271.7	100%	88%
Overall					100%	88%

Executive	Base Salary	Maximum opportunity (% salary)	Performance outcome (% of maximum)	Bonus outcome £	…of which cash £	…of which shares £
Zillah Byng-Thorne	575,000	200%	88%	£1,012,000	£506,000	£506,000
Penny Ladkin-Brand	330,975	150%	88%	£436,886	£218,443	£218,443
Overall		100%

Executive	Date of award	Face value	Number of shares	Vesting date
Zillah Byng-Thorne	9 February 2022	£575,000	19,993	The first Dealing Day after the announcement of the FY 2023 results

In confirming this outcome, the Committee took into account the broader financial and operational performance of the Group during the year, the shareholder returns generated, the experience of our key stakeholder groups, and the strong and effective leadership demonstrated by the Executive Directors.

1. The share price used to calculate the number of shares was £28.76 (the mid-market quote (MMQ) on 8 February 2022).

Annual Report on Remuneration

Annual Report and Accounts 2022 / 101

Executive	Date of award	No. of shares	Vesting date
Zillah Byng-Thorne	25 November 2019	25,194	24 November 2021
Penny Ladkin-Brand	25 November 2019	12,155	24 November 2021

DABS Awards vested during the year to 30 September 2022

Awards granted under the DABS in November 2019 in respect of the FY 2019 annual bonus reached the end of the mandatory deferral period and were released to Executive Directors on the first dealing day after the announcement of the FY 2021 results, as set out below. The value of these DABS awards was captured in the FY 2019 single figure of remuneration.

FY 2023

The Company will continue to operate a profit pool bonus for all employees across the Group. The annual bonus for the Executive Directors will operate on a similar basis to that operated for FY 2022. The maximum opportunity will remain at 200% of salary for the CEO and 150% of salary for the CFSO. Taking into account more recent developments in investor preference, we have amended the weighting of the bonus scorecard going forward, such that 90% of the total bonus amount is in relation to AOP, with the introduction of a new ESG measure, making up the remaining 10%.For FY 2023 the additional measure will be related to staff engagement given that our success as a business is closely tied to our ability to recruit, retain and engage a highly talented workforce. The ESG metric will be reviewed on an annual basis to ensure it remains appropriate for our strategy and the metric used will be quantifiable, measurable and, where possible, externally comparable. Specific performance targets for the Annual Bonus are not disclosed due to their commercial sensitivity, however it is the Committee's intention that these will be disclosed retrospectively in next year's report. In accordance with the Policy, 50% of any bonus earned will be deferred in Future shares for two years under the DABS.

LONG-TERM INCENTIVE PLANS

Value Creation Plan (VCP)

The VCP was created as an all-employee scheme to match an ambitious vision for the Group and to reward the entire team if they could deliver it. The main aims of the VCP included:

• Incentivising a very high performing senior leadership team through an incentive structure that offers meaningful reward if the growth plan is successful.
• Closely aligning the shareholder experience with reward outcomes for our workforce.
• Further strengthening the entrepreneurial and ambitious culture on which Future's success is based through all employees participating in an equity scheme structured on broadly consistent terms.

The VCP comprises three equal tranches, based on performance measured over three periods, from 1 October 2020 to 30 September 2023, 30 September 2024 and 30 September 2025. For Executive Directors, any shares that vest will be subject to an additional holding period. Awards under the VCP are subject to malus and clawback provisions.

Units vest based on value created in terms of £ TSR, being the growth in Future's market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over and above a hurdle rate of return of 10% per annum. Future's starting market capitalisation is based on the spot closing price of a share on 30 September 2020. Value created at each measurement date will be calculated with reference to the average closing return index over the three months ending on that date. To the extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full, immediately. There will be no re-testing allowed. The ultimate release of any shares earned under the VCP will be subject to the Committee satisfying itself that the recorded outcome is a fair reflection of the underlying business performance over the period. Full details of the mechanics of the VCP are included on page 103 of the FY 2020 DRR.

FY 2022

The VCP unit allocation for Penny Ladkin-Brand was increased on her stepping back into the role of CFO, bringing her overall opportunity into line with that set for the CFO at the outset of the VCP.

Executive Director	Date of award	Number of units (first tranche)	Total units (first tranche)	Number of units (second tranche)	Total units (second tranche)	Number of units (third tranche)	Total units (third tranche)	Vesting date
Penny Ladkin-Brand	9 February 2022	27,472	47,472	43,000	63,000	43,000	63,000	After the publication of the full year results for FY 2023
								After the publication of the full year results for FY2024
								After the publication of the full year results for FY2025¹

¹ As explained below, the post-vest hold period for tranche 3 has been extended.

FY 2023

No further VCP units will be granted to Executive Directors. As detailed in the Chair's Statement, following the voting outcome for the remuneration resolution at the 2022 AGM, the Committee undertook a detailed consultation to understand shareholder concerns with the VCP scheme and to elicit feedback on a number of proposed changes, including a lengthening of the holding period for tranche 3 of the VCP (see page 91). These changes will be implemented during FY 2023, as outlined below. The Committee has considered in detail those aspects of the VCP design where it has received further constructive feedback. As described in detail in the letter at the start of this Directors Remuneration Report, we are now intending to make some changes to the implementation of the plan, which it is hoped will provide investors with sufficient comfort to be able to support the retention of the in-flight VCP awards.

Incentive Time Horizon

The VCP consists of multiple tranches with performance and vesting periods of three, four and five financial years. This approach aims to ensure sustained TSR performance is required over multiple years for colleagues to achieve a maximum payout from the scheme. For Executive Directors, any shares vesting from tranche 1 are required to be held for two years after vesting, whilst shares vesting from tranche 2 must be held for an additional one-year period (in both cases to November 2025). Shares vesting from tranche 3 are subject only to a shorter holding period, being released on the fifth anniversary of grant in April 2026. This overall vesting / hold period profile was originally intended to ensure that the VCP aligned with best practice governance expectations around minimum incentive horizons and broader FTSE practice.

Feedback from shareholders suggests that some are concerned that vesting of the VCP tranches creates a cliff-edge whereby participants receive shares from each tranche simultaneously. As we show in the table overleaf, this is not the case. Vesting from each of tranches 1, 2 and 3 is spaced at 12-month intervals (being November 2023, November 2024 and November 2025 respectively). After each tranche has vested there is then a holding period during which the participant cannot sell any vested shares. It should be noted that this is not intended as a retention mechanism. Should a participant leave the Company during the holding period, they would normally be able to retain their shares (albeit still subject to the restriction).

The holding periods reduce from two years for tranche 1, to one year for tranche 2 and finally five months for tranche 3 to reflect the longer performance periods of these tranches (four and five years respectively). We designed the holding periods such that there would be at least one public results announcement from the Company between the end of the relevant performance window and the end of the holding period. In the case of tranche 1 there will actually be five public results announcements in this period (FY 2023, HY 2024, FY 2024, HY 2025 and FY 2025), for tranche 2 there will be three results announcements (FY 2024, HY 2025 and FY 2025) and currently for tranche 3 there would be one results announcement (FY 2025). These announcements are important as they provide an opportunity to validate that the share price used for calculating the vesting outcome of each tranche (three-month average to end of the performance window) is reflective of sustained business performance before the shares can be sold.

Given the feedback received, we have reviewed the holding period of tranche 3 and have extended it slightly such that the release date is after publication of the half year results for FY 2026. The key dates for each tranche can be seen in the table overleaf.

The Committee believes that this revision appropriately reflects the feedback received from shareholders, ensuring that each tranche is followed by a holding period which covers at least two sets of results. The Committee considers that this adds a further safeguard of the sustainability of the value created by reference to reported financial and non-financial outcomes.

Single Performance Measure

As noted above, value creation under the VCP is calculated with reference to Future's absolute TSR over three performance periods. The use of a single performance measure is simple, but considered by some investors to be too one-dimensional. We also note concerns that the use of absolute TSR potentially rewards general market movements (i.e. rather than the efforts of our colleagues). In order to ensure that payouts under the scheme are appropriate, we designed the VCP such that the ultimate release of any shares is subject to the Committee satisfying itself that the recorded share price performance is a fair reflection of the underlying performance of the business (see FY 2020 DRR, page 103).

Reflecting subsequent feedback received from investors, the Committee can confirm that it remains committed to providing a detailed narrative on its assessment of underlying performance in future DRRs, including further information on the range of financial and operational metrics considered. We have deliberately not set specific performance measures or targets, preferring that this determination is based on a holistic assessment reflecting all relevant factors at the time (and which may evolve over the five-year VCP term).

We also consulted on a voluntary reduction in the opportunity under tranches 2 and 3 of the VCP, offered by the CEO in response to investor feedback. Following the announcement of the CEO's intention to step down from the Board by the end of 2023 (see page 74), the Committee considers that any time pro-rating of awards will supersede an immediate reduction in her outstanding units, and therefore will not implement this amendment. The appropriate leaver treatment will be agreed in due course once notice has been served and will be in line with our Remuneration Policy. We anticipate such treatment will result in a greater reduction to Zillah's VCP entitlement than the proposal on which we consulted, and which the Committee therefore considers to be an appropriate mechanism to address investor concerns about quantum.

Performance Share Plan (PSP)

FY 2022

As detailed in the Chair's Statement, a portion of Penny Ladkin-Brand's 2019 PSP opportunity that was previously scaled back to reflect her role change in 2020, was reinstated during FY 2022 to reflect her having resumed the role of CFO and having stepped back into a full-time position.# The re nstated port on s as set out below

Th s re nstatement s cons dered by the Comm ttee to be fa r and equ table, follow ng the same t me prorat ng pr nc ples as had appl ed n or g nally reduc ng her outstand ng PSP as she moved to a three day per week t me comm tment as Ch ef Strategy Off cer (CSO), as shown below. The or g nal PSP award was for 41,337 shares.

Tranche	Performance period ends	Vest date	Current end of holding period	Revised end of holding period	Results announcements between end of performance window and end of hold period
1	Sept-2023	Nov-2023	Nov-2025	Nov-2025	FY23, HY24, FY24, HY25, FY25
2	Sept-2024	Nov-2024	Nov-2025	Nov-2025	FY24, HY25, FY25, FY25
3	Sept-2025	Nov-2025	Apr-2026	May-2026	FY25, HY26

Executive Director

Date of award	Shares granted	Market value on date of award
Penny Ladkin-Brand	9 Sept 2022	5,870

Role

Role	Time commitment (% FTE) (A)	From	To	% of period in role (B)	Applied to original 2019 award (41,337 x A x B)
CFO	100%	25 Nov 2019	31 May 2020	17.25%	7,130
CSO	60%	1 Jun 2020	1 Nov 2022	82.75%	20,524
Reduced award					27,654

Original time prorating calculation

Role	Time commitment (% FTE) (A)	From	To	% of period in role (B)	Applied to original 2019 award (41,337 x A x B)
CFO	100%	25 Nov 2019	31 May 2020	17.25%	7,130
CSO	60%	1 Jun 2020	31 Oct 2021	47.25%	11,719
CFO	100%	1 Nov-2021	25 Nov 2022	35.50%	14,675
Revised award					33,524
(+5,870)

104 / Future plc Corporate Governance Annual Report on Remuneration

As h ghl ghted n the ntroductory letter on page 92 we d scussed th s adjustment to Penny Ladk n-Brand s 2019 PSP award w th our shareholders as part of the consultat on. An overwhelm ng major ty of nvestors are support ve of the adjustment to Penny s 2019 PSP award. They v ew t as a strong s gnal by the organ sat on that we w ll support employees who w sh to return to full-t me work and a true appl cat on of our DE& pol cy.

No PSP awards were granted to Z llah Byng-Thorne dur ng FY 2022.

Performance cond t ons attached to 2019 PSP awards were tested to 30 September 2022. Over the three-year performance per od, the Company s adjusted EPS growth and absolute TSR performance (each represent ng 50% of the award) exceeded the targets set at grant. As w th the annual bonus, n confirm ng th s outcome the Comm ttee took nto account the broader financ al and operat onal performance of the Group over the three-year performance per od, the strong returns generated for shareholders and the effect ve leadersh p demonstrated by the Execut ve D rectors. Accord ngly, these awards w ll vest n full on 30 November 2022, and w ll thereafter be subject to a mandatory two-year hold ng per od

Measure	Targets	Outcome	Vesting
Adjusted EPS for year ended 30 September 2022	0% vesting below 7% CAGR (56p) 25% vesting for 7% CAGR (56p) 50% vesting for 10% CAGR (62p) 100% vesting for 16% CAGR (71p) Straight-line vesting between these points	51% CAGR 163.5p	100%
Absolute TSR (between 30 September 2019 and 30 September 2022, with three-month averaging)	0% vesting below 6% p.a. 25% vesting for 6% p.a. 100% vesting for 15% p.a. Straight-line vesting between these points	15.1% p.a.	100%

Executive

Shares subject to award	Performance outcome (% of maximum)	Share price on vesting	1 PSP outcome
Zillah Byng-Thorne	67,185	100%	1,683.9p
Penny Ladkin-Brand	33,524	100%	1,683.9p

1. three-month average share price to 30 September 2022. The value attr butable to share pr ce apprec at on above the share pr ce at the date of grant (1,480p) was c.£137,000 for Z llah Byng-Thorne (c.12% of the total value reported) and c.£68,355 for Penny Ladk n-Brand (c.12% of the total value reported). The Comm ttee has not exerc sed any d scret on n respect of th s share pr ce apprec at on.

FY 2023

Earl er th s year, the Comm ttee consulted shareholders on the re ntroduct on of the PSP to Pol cy, not ng ts ntent on at the t me was that awards would first be made n FY 2024. Follow ng the nformal nd cat on by Z llah Byng-Thorne that she would l ke to step down by the end of 2023, the Comm ttee (and Board more generally) s keen to ensure that there rema ns a strong focus on the Group s longer-term profitab l ty dur ng the leadersh p trans t on process. To support th s a m, we have resolved to make a PSP award to Penny Ladk n-Brand n February 2023 follow ng approval of the new Remunerat on Pol cy. Th s award w ll be set at half of the CFSO s normal award level ( .e. 83.5% of salary) and, for th s cycle only, w ll be based 100% on three year EPS growth to FY 2025. Deta ls of the targets apply ng to th s award – wh ch were set hav ng cons dered a range of relevant nternal and external reference po nts – are ncluded n the table below

Measure	Target	Vesting outcome
1 Adjusted EPS for year ended 30 September 2025	Below 176p 176p 189p 200p	0% 25% 50% 100%
1. Straightline vesting between these points. These targets represent underly ng EPS CAGR of 5% at threshold vest ng, 7.5% at 50% vest ng and 10% at max mum vest ng. The spec fic EPS targets have been set recogn s ng the negat ve mpact expected over the performance per od from r s ng corporat on tax and nterest rates. n the current econom c cl mate the Comm ttee bel eves these targets are appropr ately stretch ng.

Z llah Byng-Thorne w ll not rece ve a PSP award dur ng FY 2023.

Annual Report and Accounts 2022 / 105

Percentage change in remuneration of Directors and employees

As requ red under the report ng regulat ons, the Comm ttee rev ews the year-on-year change n the level of Board D rector salar es, fees, taxable benefits and bonus payments, compared w th the w der workforce. Th s analys s w ll be bu lt up over t me to d splay a five-year h story. The analys s s based on the average earn ngs per employee n order to avo d d stort ons to the Group s total wage b ll because of the movements n the number of employees. The comparator group used s all Future employees, although as noted below, a change n the geograph c m x of our workforce has resulted n a decrease n average all employee remunerat on. For FY 2021 the percentage ncreases reported for certa n D rectors reflect voluntary reduct ons taken n FY 2020.

Director	Basic salary/fee	Taxable benefits	Bonus
	FY 2022	FY 2021	FY 2020
Executive Directors
Z llah Byng horne	0%	26%	(4)%
Penny Ladk n Brand	N/A	N/A	8%
Rachel Add son	0%	1%	N/A
Non-Executive Directors
R chard Hunt ngford	2%	42%	18%
Mered th Amdur	4%	2%	N/A
Mark Brooker	22%	N/A	N/A
Hugo Drayton	3%	19%	19%
Rob Hattrell	4%	20%	2%
Alan Newman	3%	23%	6%
Angela Seymour Jackson	29%	N/A	N/A
All employees 4	(2)%	(6)%	(1)%

Notes:

1. Salary/fees for FY 2020 reflect the voluntary temporary reductions of 20% in March (half of month), April and May 2020. Remuneration for any part-year served has been annualised for comparison purposes.
2. Changes in Directors and roles during the FY 2021 and FY 2022 financial years were as follows:
   • Mark Brooker was appointed to the Board as a non-Executive Director on 1 October 2020 and Chair of the Remuneration Committee on 1 October 2021.
   • Hugo Drayton stepped down as Chair of the Remuneration Committee on 1 October 2021 and was appointed as Chair of the Responsibility Committee on 1 October 2021.
   • Angela Seymour-Jackson was appointed to the Board as a non-Executive Director on 22 February 2021 and as Chair of GoCompare.Com Limited on 1 June 2021.
   • Rachel Addison stepped down from the Board on 31 October 2021.
   • Penny Ladkin-Brand was appointed to the Board as CFO on 1 November 2021.
3. The figures shown are reflective of any bonus earned during the respective financial year. Non-Executive Directors are not eligible to participate in the bonus scheme.
4. As a result of acquisitions during FY 2021 a higher proportion of employees are now based in the UK rather than the US and in lower cost locations outside of London. This change in geographic mix of the employee population has resulted in an overall decrease in all-employee remuneration including bonus.

Relative importance of spend on pay

The relat ve mportance of spend on pay for the bus ness s shown n the table below.

Group operating costs excluding Group pay & exceptional costs: £307.5m

The chart above shows the actual expenditure of the Group, and change between the current and previous years, on remuneration paid to all employees compared to the total operating costs for the Group excluding exceptional costs and remuneration, investment in capital expenditure, EBT share purchase, and distributions to shareholders. These are considered to be the areas of material outgoings for the Group relating to core performance. Figures are derived from the Group’s consolidated financial statements. Distribution to shareholders figures in the table relate to the dividends paid (or payable) for the FY 2021 and FY 2022 financial years being, respectively, (i) the 2.8p final dividend for the FY 2021 financial year paid in February 2022; and (ii) the 3.4p final dividend proposed for the FY 2022 financial year, payable in February 2023. The dividend figure of £4.1m in the chart above is based on the issued share capital of 120.9m at 30 September 2022.# Future plc Corporate Governance Annual Report on Remuneration

Pay level

CEO	Lower quartile (P25)	Median (P50)	Upper quartile (P75)
Salary	£575,000	£24,461	£31,628
Single figure of remuneration	£2,776,000	£26,711	£32,378

CEO pay ratio

UK reporting regulations require companies with 250 employees or more to publish information on the pay ratio of the CEO to UK employees, and to build this up over time until it covers a rolling 10-year period. In line with this requirement, the table below adds to the FY 2021 analysis the ratio of CEO total pay to that of three employees indicative of lower quartile (P25), median (P50) and upper quartile (P75) pay received during the financial year ended 30 September 2022 and includes basic salary, benefits, pension contributions, and the value received from incentive plans.

On average the Future plc Group employed 2,274 UK employees during the financial year ended 30 September 2022.

The Committee has opted to use data already available from the gender pay reporting as the basis for identifying employees at P25, P50 and P75 (Option B). This excludes pension. We believe this provides a reasonable estimate for employees' pay at these levels within the organisation. Individuals positioned at each quartile were identified using the most recent gender pay gap report in 2022 (which uses data from 5 April 2021). Total full-time equivalent remuneration for each of these individuals was then calculated on the same basis as used in the single figure table for the CEO. All figures are total amounts paid to full-time employees. Total compensation figures have been checked to ensure the employees identified are representative of pay at these levels in the organisation. The data points are reflective of our Company structure and types of roles across the organisation and accordingly the Committee believes the median pay ratio for FY 2022 is consistent with the pay, reward and progress on policies for the Company’s UK employees taken as a whole.

A summary of the salaries and total single figures of remuneration for the relevant individuals in FY 2022 is included in the table below:

Financial year	Calculation methodology	Lower quartile (P25)	Median (P50)	Upper quartile (P75)
2022	Option B	104:1	86:1	65:1
2021	Option B	311:1	240:1	184:1
2020	Option B	107:1	84:1	66:1

Fees for non-Executive Directors and the Chair

Non-Executive Directors do not participate in any of the Company’s share incentive arrangements, nor do they receive any benefits. Fees are reviewed annually, in line with the wider workforce, with the Board Chair’s fees set by the Committee, and those for the non-Executive Directors set by the Board as a whole. The rates for the Chair’s and non-Executive Directors’ fees are:

Fees effective from	1 March 2021	1 January 2022	1 November 2022
Base fees
Board Chair	£203,000	£207,060	£207,060
Non-Executive Director	£55,825	£56,940	£59,218
Additional fees
Senior Independent Director	£10,000	£10,000	£10,400
Audit and Risk Committee Chair	£10,000	£10,000	£10,400
Remuneration Committee Chair	£10,000	£10,000	£10,400
Responsibility Committee Chair	£10,000	£10,000	£10,400
GoCompare.Com Limited Chair	£25,000	£25,000	£26,000
GoCompare.Com Consumer Champion NED fee	-	£15,000	£15,600

1. Richard Huntingford has waived his increase in fees that was proposed to be effective from 1 November 2022.
2. Meredith Amdur is paid in US$ and for FY 2023 this will be subject to a fixed exchange rate of £1=US$1.2

During 2021 the CEO had a large number of shares vest which, as a result of Future’s strong share price performance, increased the reported pay ratio.

Review of past performance

This graph shows a comparison of Future’s total shareholder return (share price growth plus dividends) with that of the FTSE All-Share Media Index and the FTSE Mid 250 Index (excluding investment trusts). The FTSE All-Share Media Index was selected as it provides a comparison of Future’s performance relative to the other companies in its sector, whilst the FTSE Mid 250 Index is shown to reflect the Group having moved up to a Premium Listing and its inclusion in the FTSE250 Index during 2019.

The table below shows the CEO’s single figure of remuneration and variable pay outcomes over the same period as the graph above.

	FY 2013	FY 2014	FY 2015	FY 2016	FY 2017	FY 2018	FY 2019	FY 2020	FY 2021	FY 2022
CEO single figure of remuneration (£000)	£331	£306	£471	£347	£5,425	£10,881	£5,678	£3,685	£8,390	£2,776
Annual Bonus (% of Maximum)	0%	20%	36%	0%	88%	100%	100%	100%	100%	88%
PSP Vesting (% of Maximum)	0%	0%	0%	0%	100%	100%	100%	100%	100%	100%

Total Shareholder Return (Value of £100 invested on 30 September 2012)

£500
£1,000
£1,500
£2,000
£2,500
£3,000

Sep 12 | Sep 13 | Sep 14 | Sep 15 | Sep 16 | Sep 17 | Sep 18 | Sep 19 | Sep 20 | Sep 21 | Sep 22

£0
Value of £100 invested at 30 September 2012

• Future plc
• FTSE Mid 250 Excluding Investment Trust Index
• FTSE All-Share Media Index
• GBP

Notes:

1. The first awards granted to Mark Wood under the PSP were granted in January 2012 and lapsed on 18 January 2015, since the relevant performance criteria were not met.
2. The first awards granted to Zillah Byng-Thorne under the PSP were granted in December 2013 and lapsed on 16 December 2016, as the relevant performance criteria were not met.
3. The single figure for Zillah Byng-Thorne for 2014 includes five months of her CFO’s salary and six months of her salary as CEO.
4. Zillah Byng-Thorne waived her performance-related bonus for 2016.
5. Zillah Byng-Thorne received a transaction bonus of £350,000 following the successful completion of the Imagine acquisition in October 2016. The right to a performance-related bonus was waived in 2016 as a result of this transaction bonus being paid. The 88% in the table reflects the combination of this transaction bonus, the profit pool bonus which was awarded as a result of EBITDA performance achieved for 2017 and the further bonus of 50% of current salary (to be satisfied in shares that must be held for at least one year) for the achievement of 2017 target EBITDA.
6. FY 2021 figures restated to reflect the share price at date of vest for PSP awards granted in November 2018.

Payments to past Directors (audited)

Chief Financial Officer

As set out in last year's report, Rachel Addison stepped down as CFO and from the Board of Directors on 31 October 2021. In addition to the amounts included in the single figure table on page 98, Rachel received the following payments during FY 2022, which are as set out in last year's report:

• £64,802 comprising salary and contractual benefits (including pension and car allowance) over the period 1 November to 31 December 2021 when she remained an employee on Garden Leave and
• £118,417 comprising contractual payments over the balance of her notice period, paid monthly in four instalments (January - April 2022).

Rachel's share plan awards were treated as follows:

• PSP (FY 2020) vested in full on termination (17,222 shares)
• DABS (FY 2020) accelerated and vested in full on termination (4,994 shares) and
• Of the 63,000 VCP units per tranche awarded, 25,830 units from tranche 1 did not lapse, whilst the remainder of tranche 1 units (37,170) together with all tranche 2 (63,000) and tranche 3 (63,000) units, lapsed on termination.

All outstanding share awards remain subject to the original vesting conditions and timescales, as well as malus and clawback.

As noted in the Chair’s Statement on page 91, the Committee recognises that its decisions around the leaver treatment of Rachel Addison contributed to the low vote at the 2022 AGM. Whilst Rachel Addison's leaver arrangements were reported last year and voted on at the 2022 AGM, the Committee felt it was important to provide additional transparency on the decisions in this year's DRR. This is in direct response to feedback from our shareholders.

The Committee deviated from the default good leaver treatment for Rachel's outstanding incentives in a number of ways. On the VCP, the Committee elected to entirely lapse the four- and five-year tranches, allowing Rachel to retain a time-prorated interest only in the three-year tranche. This was an application of downwards discretion (by lapsing Rachel's entitlement to value created by the Group over the longer-term following her departure) compared to the default application envisaged by the Plan rules approved by shareholders in 2021 (which proposed that a good leaver would ordinarily retain a time pro-rated entitlement in all three VCP tranches). It also freed up a material number of units in the VCP to be awarded to other participants to recognise their contribution to Future's success.

Set against this use of downwards discretion, the Committee resolved to disapply time-prorating for the 2019 PSP, and to accelerate vesting of this award. This decision was framed by the context of over two-thirds of the PSP vesting period having already elapsed, and with performance at that date far exceeding the targets applying to the awards. The Committee also decided to pay the FY 2021 annual bonus wholly in cash, rather than requiring deferral of 50% of the amount earned in Future shares.

The Committee recognises that the overall leaver treatment applied for Rachel Addison was unusual, but remains satisfied that the relative value of upwards discretion on the 2019 PSP (estimated to be c.## Statement of Directors’ shareholding and share interests (audited)

We also accept the expectation expressed by shareholders that any bonus payable to a departing Executive Director should continue to be part deferred into equity in line with the default provisions of the Policy and will seek to do so going forward subject to the circumstances of that departure. The Committee believes that retaining flexibility in the Policy around the treatment of leavers is both prudent and aligned with market practice. It also provides us with the means to act in the best interests of the Company and shareholders, by taking into account at the time the specific circumstances of each case. Equally, we take on board the feedback received and are committed to deviating from the default treatment for departing executives only in truly exceptional circumstances, making sure to clearly explain the underlying rationale for any such decision. The Committee would like to confirm that the approach taken in relation to Rachel Addison’s outstanding incentives is not indicative of a precedent for any future leavers, including in comparable circumstances to these.

The Company has a policy on share ownership by Executive Directors (as amended with effect from the 2021 AGM) under which Zillah Byng-Thorne is required to build up a holding of shares of 400% of salary and Penny Ladkin-Brand is required to build up a holding of shares of 300% of salary over a five-year period from appointment. Zillah Byng-Thorne and Penny Ladkin-Brand both currently meet this requirement.

In respect of Zillah Byng-Thorne, the relevant five-year period commenced on 1 November 2013 and ended on 31 October 2018. As at 30 September 2022, Zillah Byng-Thorne had a holding of 256,100 shares which, at the share price on the same date, were worth £3,380,520 (588% of salary).

In respect of Penny Ladkin-Brand, the period commenced on 1 November 2021, the date upon which she rejoined the Board. As at 30 September 2022, Penny Ladkin-Brand had a holding of 158,053 shares which, at the share price on the same date, were worth £2,086,300 (576% of salary).

Directors in office at 30 September 2022

	Balance as at 30 September 2021	Purchases during the year	Share scheme exercises during the year	Sales during the year	Balance as at 30 September 2022
Executive Directors
Zillah Byng-Thorne	267,746	8,703	130,000	(150,349)	256,100
Penny Ladkin-Brand	150,915	7,138	-	-	158,053
Non-Executive Directors
Richard Huntingford	24,500	-	-	-	24,500
Meredith Amdur	385	-	-	-	385
Mark Brooker	1,500	-	-	-	1,500
Hugo Drayton	2,376	-	-	-	2,376
Rob Hattrell	-	-	-	-	-
Alan Newman	8,750	-	-	-	8,750
Angela Seymour-Jackson	3,145	-	-	-	3,145
Total	459,317	15,841	130,000	(150,349)	454,809

Notes:

1. All holdings are beneficial.
2. Or on appointment, if later.
3. Details of the share options and awards for Executive Directors are set out on page 110. No such options or awards are granted to non-Executive Directors.
4. On 14 December 2021, Zillah Byng-Thorne exercised her award over 130,000 Ordinary shares from the award which had vested on 25 November 2020 and subsequently sold these on the same day at a price of £35.78 per Ordinary share. On the same date she sold an additional 20,349 shares at a price of £35.78 per Ordinary share. Max Thorne (husband of Zillah Byng-Thorne) sold 62,050 shares at a price of £35.78 on 14 December 2021. On 3 February 2022 Zillah Byng-Thorne purchased 7,427 shares at a price of £31.42. On 22 September 2022 Zillah Byng-Thorne purchased 1,276 shares at a price of £14.35 and Max Thorne (husband of Zillah Byng-Thorne) purchased 2,100 shares at a price of £13.83 per Ordinary Share.
5. On 22 September 2022 Penny Ladkin-Brand bought 7,138 shares at a price of £13.87 per Ordinary Share.

Annual Report and Accounts 2022 / 111

Corporate Governance Annual Report on Remuneration

Executive Director shareholdings

Directors’ interests in share schemes (audited)

Details of units, options and other share incentives held by Executive Directors and movements during the year are set out in the tables below.

Zillah Byng-Thorne

• Percentage of salary: 400% (Required Holding), 588% (Actual Holding)

Penny Ladkin-Brand

• Percentage of salary: 300% (Required Holding), 576% (Actual Holding)

DABS	Date of grant	End of deferral period	Balance at 1 Oct 2021	Granted during the year	Released during the year	Balance at 30 Sept 2022
Zillah Byng-Thorne
	25 Nov 2019	First dealing day after the announcement of the FY 2021 results	25,194	-	-	25,194
	17 Dec 2020	First dealing day after the announcement of the FY 2022 results	27,111	-	-	27,111
	9 Feb 2022	First dealing day after the announcement of the FY 2023 results	-	19,993	-	19,993
Total			52,305	19,993	-	72,298
Penny Ladkin-Brand
	25 Nov 2019	First dealing day after the announcement of the FY 2021 results	12,155	-	-	12,155
	17 Dec 2020	First dealing day after the announcement of the FY 2022 results	9,988	-	-	9,988
Total			22,143	-	-	22,143

PSP

Director	Date of grant	Earliest exercise date	Expiry date	Exercise price per share (p)	Balance at 1 Oct 2021	Granted during the year	Vested during the year	Exercised during the year	Balance at 30 Sept 2022
Zillah Byng-Thorne	24 Nov 2017	First dealing day after the announcement of the FY 2020 results	24 Nov 2027	Nil	134,345	-	-	(130,000)	4,345
	23 Nov 2018	First dealing day after the announcement of the FY 2021 results	23 Nov 2028	Nil	196,687	-	196,687	-	196,687
	25 Nov 2019	First dealing day after the announcement of the FY 2022 results	25 Nov 2029	Nil	67,185	-	-	-	67,185
Total					398,217	-	196,687	(130,000)	268,217
Penny Ladkin-Brand	23 Nov 2018	First dealing day after the announcement of the FY 2021 results	23 Nov 2028	Nil	76,344	-	76,344	-	76,344
	25 Nov 2019	First dealing day after the announcement of the FY 2022 results	25 Nov 2029	Nil	27,654	-	-	-	27,654
	9 Sept 2022	First dealing day after the announcement of the FY 2022 results	25 Nov 2029	Nil	-	5,870	-	-	5,870
Total					103,998	5,870	76,344	-	109,868

Notes:

1. Awards granted since November 2018 are subject to a mandatory two-year holding period following vesting.
2. Details of awards vesting during the year were set out in last year’s report.
3. On 1 November 2021 Penny Ladkin-Brand was appointed to the Board as an Executive Director.
4. All outstanding awards were converted to nil-cost options as at 20 November 2020.
5. This was a deed of amendment rather than a grant, please see page 103 for further information.

VCP

Director	Date of grant	Vesting date	Balance as at 1 October 2021	Granted during the year	Released during the year	Balance as at 30 September 2022	Holding period
Zillah Byng-Thorne	14 Apr 2021	The first Dealing Day after the announcement of the FY23 results	140,000	-	-	140,000	Any shares awarded in respect of tranche 1 will be subject to a mandatory two-year holding period after vesting (to November 2025)
	14 Apr 2021	The first Dealing Day after the announcement of the FY24 results	140,000	-	-	140,000	Any shares awarded in respect of tranche 2 will be subject to a mandatory additional one-year holding period after vesting (to November 2025)
	14 Apr 2021	The first Dealing Day after the announcement of the FY25 results	140,000	-	-	140,000	Any shares awarded in respect of tranche 3 will be subject to a further holding period until after publication of the half year results for FY 2026
Penny Ladkin-Brand	14 Apr 2021	The first Dealing Day after the announcement of the FY23 results	20,000	-	-	20,000	Any shares awarded in respect of tranche 1 will be subject to a mandatory two-year holding period after vesting (to November 2025)
	9 Feb 2022		-	27,472	-	27,472
	14 Apr 2021	The first Dealing Day after the announcement of the FY24 results	20,000	-	-	20,000	Any shares awarded in respect of tranche 2 will be subject to a mandatory additional one-year holding period after vesting (to November 2025)
	9 Feb 2022		-	43,000	-	43,000
	14 Apr 2021	The first Dealing Day after the announcement of the FY25 results	20,000	-	-	20,000	Any shares awarded in respect of tranche 3 will be subject to a further holding period until after publication of the half year results for FY 2026
	9 Feb 2022		-	43,000	-	43,000
Total

Annual Report and Accounts 2022 / 113

Corporate Governance Annual Report on Remuneration

Governance

The Committee is responsible for determining the overall remuneration policy of the Group, and in particular:

• Determining the appropriate basic annual salaries, incentive arrangements and terms of employment of Executive Directors.
• Monitoring and reviewing the level and make-up of the remuneration packages of senior managers, including bonus schemes and share-based incentives, and ensuring that remuneration policies and practices do not# Remuneration Report

The Remuneration Committee (the “Committee”) is responsible for determining and agreeing the remuneration policy for the Executive Directors and Senior Leadership Team, ensuring that remuneration packages are fair, competitive and appropriately aligned with the Company’s strategy and performance. The Committee comprises:

• Sarah Bates (Chair)
• Tom Trusty
• Sarah Richardson

Committee’s Responsibilities

The Committee’s key responsibilities include:

• Setting the remuneration policy for Executive Directors and the Senior Leadership Team.
• Approving the annual bonus opportunity and the award of long-term incentives.
• Ensuring that remuneration is aligned with the Company’s strategy, performance and shareholder interests.
• Reviewing remuneration trends and best practice.
• Ensuring compliance with regulatory requirements and the UK Corporate Governance Code.
• Advising the Board on matters relating to executive remuneration, including:
  • Setting the remuneration of the Executive Directors.
  • Approving the terms and conditions of employment for Executive Directors.
  • Determining the quantum and structure of annual bonuses and long-term incentive awards.
  • Encouraging excess risk-taking.
  • Setting the Board Chair’s remuneration.
  • Approving the terms of any new share-based incentive scheme for any employees of the Group, subject, where appropriate, to shareholder approval.

The terms of reference of the Remuneration Committee, reviewed annually, are available on the Company’s website (www.futureplc.com).

Advisers

The Committee is informed of key developments and best practice in the field of remuneration and obtains advice from independent external consultants, when required, on individual remuneration packages and executive remuneration practices in general. Ellason LLP are the Committee’s independent adviser and were appointed by the Committee in January 2021 in place of Mercer Ltd to provide regulatory guidance, advice on remuneration trends and advice on other remuneration matters during the year.

Fees paid to Ellason for services provided to the Committee during the financial year were £59,393 (2021 £33,400 and £7,263 to Mercer and Ellason respectively) on the basis of time and materials. Ellason does not provide any other services to the Group or any of the Directors and the Committee is satisfied that Ellason remains independent. Ellason is a member and signatory to the Remuneration Consultants Code of Conduct (www.remunerationconsultantsgroup.com) which requires that their advice be objective and impartial.

Shareholder Voting

The table shows the results of the advisory vote on the FY 2021 Remuneration Report at the 2022 AGM and the binding vote on the Remuneration Policy at the 2021 AGM. The Company published a statement following the 2022 AGM and published an update to that statement on its website on 20 July 2022. The Committee’s response to this feedback is covered in more detail in the Chair’s Statement on page 90. As set out in the Statement, the Committee continues to monitor evolving best practice on remuneration matters, and welcomes dialogue with shareholders on an ongoing basis.

	FY 2021 Remuneration Policy (Including discretionary)
For	44,450,501 (44.56%)
Against	55,313,381 (55.44%)
Total votes cast (excluding withheld votes)	99,763,882 (82.59% of the total voting rights)
Votes withheld	5,003,951

	Remuneration Report FY 2021
For	53,001,306 (64.24%)
Against	29,503,129 (35.76%)
Total votes cast (excluding withheld votes)	82,504,435 (84.18% of the total voting rights)
Votes withheld	4,511,607

Annual Report and Accounts 2022 / 113

Remuneration Principles

Clarity

Code provision: Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce.

• Our Policy is designed to be sustainable and simple. It supports and rewards diligent and effective stewardship that is vital to the delivery of Future’s core purpose of changing people’s lives through sharing our knowledge and expertise with others, making it easy and fun for them to do what they want and our strategy of creating value for shareholders and all stakeholders.
• The proposed Policy is largely unchanged from that previously approved by shareholders. It is already embedded into the business and is well understood by participants and shareholders alike. The one major update – the removal of the VCP going forward – serves to simplify our overall approach to executive remuneration and respond to shareholder feedback on the leveraged and one-off nature of the VCP opportunity.
• The Policy clearly sets out the terms under which it can be operated, including appropriate limits in terms of quantum, the measures which can be used and discretions which could be applied if appropriate.
• Transparency in approach remains a cornerstone of our Policy. Detailed disclosure of the relevant performance assessments and outcomes is provided at the appropriate time in the spirit of transparency for shareholders.

Simplicity

Code provision: Remuneration structures should avoid complexity and their rationale and operation should be easy to understand.

• The Company operates an approach to remuneration that is simple to understand and familiar to key stakeholders. Its structure is simple and comprises three key elements:
  • Fixed element: comprising base salary, taxable benefits and a pension allowance.
  • Short-term element: an annual performance-related bonus with relevant targets measured over the financial year, paid half in cash and half in shares deferred for a two-year period.
  • Performance share element: based on three-year performance and normally released no earlier than five years from grant.
• No complex or artificial structures are required to operate the plans.
• We explain our approach to pay clearly and simply.

Risk

Code provision: Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that might arise from target-based incentive plans, are identified and mitigated.

• Appropriate limits are stipulated in the Policy and within the respective plan rules.
• The Committee also has appropriate discretions to override formulaic outturns under the incentive plans.
• Regular interaction with the Audit and Risk Committee and the Responsibility Committee ensures relevant risk factors and appropriate ESG targets are considered when setting or assessing performance targets.
• Clawback and malus provisions are in place across all incentive plans and the triggers for these provisions have been recently reviewed and strengthened.
• Target metrics for our long-term incentive schemes will be selected to provide a balance between financial measures and shareholder returns, reducing the reliance on any one metric.

Predictability

Code provision: The range of possible values of awards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy.

• The possible reward outcomes can be easily quantified, and these are regularly reviewed by the Committee.
• The graphical illustrations provided in the Policy clearly show the potential scenarios of performance and pay outcomes which would result.
• Performance is reviewed regularly so there are no surprises when performance is assessed at the end of the period.

Proportionality

Code provision: The link between individual awards, the delivery of strategy and the long-term performance of the Company should be clear. Outcomes should not reward poor performance.

• Variable incentive outcomes are clearly aligned to delivery of the strategy.
• The Committee also has the discretion to override formulaic outcomes if they are deemed inappropriate in light of the wider performance of the Company and the experience of stakeholders.

Alignment to Culture

Code provision: Incentive schemes should drive behaviours consistent with company purpose, values and strategy.

When considering the alignment of incentive plans and culture the Committee considers the following:

• Metrics ensuring that performance targets are aligned to culture and do not drive the wrong behaviours.
• Governance ensuring adoption of best practice through a robust malus and clawback policy with a substantial list of relevant trigger events, such as corporate failure and reputational damage. The Committee also retains discretion under the plan rules to override formulaic vesting outcomes and to extend holding periods. These initiatives enable the Committee to satisfy itself that the right steps have been taken to ensure executive remuneration is appropriate from a cultural context.
• Engagement understanding remuneration for the wider workforce and ensuring that pay decisions are aligned across the Group and wider engagement with our stakeholders, including our employees.

Further details can be found on page 92.

114 / Future plc Corporate Governance

Directors’ Remuneration Policy

Future’s proposed 2023 Directors Remuneration Policy (Policy), as set out (right), is subject to a binding shareholder vote at Future’s AGM on 8 February 2023 and, if approved, will apply from this date. It is intended that the Policy will apply for a period of up to three years from this date, and as a result will be again submitted for approval at the 2026 AGM at the latest.

The Policy was reviewed and approved by the Remuneration Committee. As part of the process, the views of shareholders and shareholder advisory bodies were sought. In addition, the thoughts of other Board members, management and external advisers were considered. The members of the Committee then made decisions independently without inappropriate influence. No person participates in decisions relating to their remuneration.

Principles

The Committee believes it is essential that our Policy is strongly aligned to Future’s purpose and strategy. The table on page 113 also explains how the Committee addressed the principles of clarity, simplicity, risk, predictability, proportionality and alignment to culture when determining the Policy.

Element	Objective and link to strategy
Basic annual salary	To recruit, retain and motivate individuals of a high calibre, and reflect the skills, experience and contribution of the relevant Director.
Benefits	To ensure broad competitiveness with local market practice.

Introduction to the Directors’ Remuneration Policy from the Committee Chair

The design of the new Policy was one of the main areas where the Committee sought shareholder input during FY 2022. The key change being proposed to the Policy is the replacement of the VCP with a more market-typical PSP arrangement, rules for which have been refreshed and will be subject to a separate resolution at the 2023 AGM. Reflecting direct feedback received during the consultation process, the Policy reverts to defining PSP award levels as a % of salary (rather than fixed number of shares, which we had originally proposed), and includes a reduction to the exceptional maximum opportunity from 400% to 300% of salary (with normal award levels materially below this limit).

Other minor changes include:
* Aligning the shareholding guidelines for new Executive Directors with market norms, with no change for incumbent Directors and
* Adding flexibility on pensions, benefits and all-employee schemes to cater for a non-UK based Director in the future.

The remainder of the Policy is broadly unchanged reflecting our previous adoption of features such as the alignment of Executive Director pensions with the relevant workforce rate over time, and the introduction of enhanced recovery provisions and post-employment shareholding guidelines.

The Committee’s view is that the Remuneration Policy that is being submitted to shareholders for approval at the 2023 AGM reflects the balance of investor feedback received during the consultation and, in line with one of the Committee’s principle aims at the outset of the review, ensures the Group’s approach to executive remuneration is very much in line with broader market- and best-practice. Our intention is that this Policy provides us with an appropriate executive pay framework for the next three years.

Annual Report and Accounts 2022 / 115

| Operation The PSP scorecard will be determined at the time of grant and may include measures of profitability (such as EPS), capital allocation discipline (such as ROCE), strategic priorities (such as ESG) and measures that reflect long-term success (such as TSR). Measures will be selected to align with the Group's stated strategy (and key performance indicators thereof) and our underlying ambition to deliver value creation for shareholders. Targets applying to PSP awards will normally be disclosed prospectively in the relevant Annual Report on Remuneration, and are set using a similar methodology to that described above in relation to the performance-related bonus.

Remuneration for other employees

As described on page 97, all employees of the Group receive a basic annual salary, benefits, pension and annual bonus (subject to financial performance). The maximum value of remuneration packages is based on the seniority and responsibilities of the relevant role. Future also implements a largely consistent approach to long-term equity incentives throughout the Group, to help ensure not only an alignment of interests internally, but also between our colleague base and shareholders.

Shareholding guidelines

The Committee strongly believes in aligning the interests of Executive Directors and shareholders. Shareholding guidelines were formalised in 2018 to require Executive Directors to acquire and maintain a holding of Future shares (excluding shares that remain subject to performance conditions) within five years of appointment and defined as a percentage of salary. The current shareholding guidelines were set in 2021 at an increased level to the 2018 guidelines to reflect the implementation of the VCP, of 400% of salary in respect of Zillah Byng-Thorne and 300% of salary in respect of Penny Ladkin-Brand. For any new Executive Director appointment, the shareholding guideline under the 2023 Policy will be set at 200% of salary. Details of the Executive Directors' current shareholdings are provided in the Annual Report on Remuneration on page 109. Additionally, Executive Directors will normally be expected to maintain a holding of Future shares for a period after their employment with the Company. This shareholding guideline is equal to the lower of an Executive Director's actual shareholding at the time of their departure and the shareholding requirement in effect at the date of their departure, with such shares to be held for a period of at least two years from the date of ceasing to be an Executive Director. The specific application of this shareholding guideline will be at the Committee's discretion.

Malus and clawback

Payments and awards under the performance-related bonus and PSP (and, additionally, in-flight VCP awards made under the 2020 Policy) are subject to malus and clawback provisions, which can be applied to both vested and unvested awards. Malus and clawback provisions will apply for a period of at least two years after payment or vesting. Circumstances in which malus and clawback may be applied include a material misstatement of the Company's financial accounts, fraud or serious misconduct on the part of the award-holder, an error in calculating the award vesting outcome, corporate failure or reputational damage. Incentive plan participants are required to acknowledge their understanding and acceptance of the malus and clawback provisions as a pre-condition to participating in these plans. The Committee is satisfied that the malus and clawback provisions are appropriate and enforceable.

Pay for performance scenarios

The charts below provide an illustration of the potential future reward opportunities for the CEO and CFO under the 2023 Policy, and the potential split between the different elements of remuneration under four different performance scenarios: Minimum, Target, Maximum and Maximum + 50% share price growth. Potential reward opportunities are based on Future's 2023 Policy, applied to the base salary effective 1 November 2022.

The Zillah Byng-Thorne
| Remuneration (£000) | Minimum | On-target | Maximum | Maximum Plus 50% share prive appreciation |
|---|---|---|---|---|
| £651 | 100.0% | £1,548 42.0% | £3,043 32.8% | £3,641 19.4% |
| Fixed remuneration | 38.6% | 21.4% | 17.9% | |
| Performance-related bonus | 39.3% | 39.3% | 49.3% | |
| PSP | 21.4% | 39.3% | 49.3% | 19.4% |

Penny Ladkin-Brand
| Remuneration (£000) | Minimum | On-target | Maximum | Maximum Plus 50% share prive appreciation |
|---|---|---|---|---|
| £444 | 100.0% | £1,743 29.5% | £2,086 48.1% | £922 33.3% |
| Fixed remuneration | 35.3% | 21.3% | 33.3% | |
| Performance-related bonus | 25.4% | 49.2% | 18.6% | |
| PSP | 39.3% | 49.2% | 18.6% | 33.3% |

Scenario chart assumptions

This table shows the PSP awards under the new Policy based on proposed FY 2023 and expected FY 2024 levels (which is expected to be a more typical sized grant).

• Fixed remuneration
• Performance-related bonus
• PSP

Annual Report and Accounts 2022 / 117

performance-related bonus is based on the maximum opportunities set out under the Policy for normal circumstances. Note that the PSP award opportunity shown in the charts is for illustration purposes only and is based on expected FY 2024 grant levels. A PSP award will not be granted to Zillah Byng-Thorne in FY 2023, whilst Penny Ladkin-Brand will receive a half-sized PSP award in FY 2023. The Minimum scenario reflects base salary, pension and benefits (i.e. fixed remuneration) which are the only elements of the Executives' remuneration packages not linked to performance. The Target scenario reflects fixed remuneration, plus performance-related bonus payout of 50% of maximum and threshold PSP vesting (assumed to be 25% of maximum for this illustration). The Maximum scenario includes fixed remuneration and full payout of the performance-related bonus and 100% vesting of the PSP (for illustration purposes). The Companies (Miscellaneous Reporting) Regulations 2018 require a fourth scenario, showing the value at maximum assuming share price growth of 50% for the purpose of long-term incentive awards. This is reflected below in relation to the illustrative PSP award opportunities.

Policy table for non-Executive Directors

Non-Executive Directors are not eligible to participate in any performance-related bonus, share incentive schemes or pension arrangements. Details of the policy on fees paid to non-Executive Directors are set out in the table below.

Element	Objective & link to strategy	Operation	Max. potential value	Performance measures
Fees	To attract and retain high calibre non-Executive Directors with broad commercial and other experience relevant to the Company, and reflect the time commitment and responsibilities of these roles.	Non-Executive Directors' fees are reviewed annually and paid in 12 monthly instalments. In addition to the base fee, additional fees are payable for acting as Senior Independent Director and as Chair of any of the Board's Committees. In the event that the Board requires the formation of an additional Board Committee, fees for the Chair (and where relevant, membership) of such Committee will be determined by the Board at the time. The fees paid to the Chair are determined by the Committee, whilst the fees of the non-Executive Directors are determined by the Board. Expenses incurred by the Chair and the non-Executive Directors in the performance of their duties (including taxable travel and accommodation benefits) may be reimbursed or paid for directly by the Company, as appropriate. Non-Executive Director fee increases are applied in line with the outcome of the annual fee review and would normally be aligned with the increase awarded to the workforce. Fees for the year under review and for the following year are set out in the Annual Report on Remuneration on page 106. Aggregate fees paid to non-Executive Directors are subject to the limits set out in the Articles of Association.	Not applicable.	Not applicable.

Executive Director
| | Zillah Byng-Thorne | Penny Ladkin-Brand |
|---|---|---|
| Salary | £598,000 | £410,000 |
| Pension | 6% of salary | 5% of salary (from 1 January 2023) |
| Benefits | £17,000 (FY 2022) | £13,000 (FY 2022) |
| Performance-related bonus (% of salary) | Minimum: 0%
On target: 100%
Maximum: 200%
Maximum plus 50%: 200% | Minimum: 0%
On target: 75%
Maximum: 150%
Maximum plus 50%: 150% |
| Performance Share Plan (% of salary) | Actual awards to be granted in FY 2023. Vesting period three years followed by two year holding period.
No award
Threshold: 20.9%
Maximum: 83.5%
Maximum plus 50% share price growth: 125% | Illustrative of a typical year
Minimum: 0%
On target: 50%
Maximum: 200%
Maximum plus 50%: 300% |
| Performance Share Plan (% of salary) | | Minimum: 0%
On target: 41.8%
Maximum: 167%
Maximum plus 50%: 250% |

External Executive Director appointment

In line with our principles on remuneration, the Committee's objective at the time of an appointment to a new role is to weight Executive Directors' remuneration packages towards performance-related pay that is linked to targets set for the financial performance of the Group against budget, and the Group's performance against its business objectives and stated strategy. Any new Executive Director's remuneration package would include the same elements as those of the existing Executive Directors, as shown below. In determining an appropriate remuneration package, the Remuneration Committee will take into consideration all relevant factors (including quantum, nature of remuneration and the jurisdiction from and to which the candidate is recruited) to ensure that arrangements are at the same time fair to the individual and in the best interests of the Company and its stakeholders. The Committee may make an award to buy out incentive arrangements forfeited by a new appointment on leaving a previous employer on a like-for-like basis, which may be awarded in addition to the remuneration structure outlined in the table (left). In doing so, the Committee will consider relevant factors including time to vesting, any performance conditions attached and the likelihood of these being met.

118 / Future plc Corporate Governance Directors’ Remuneration Policy# Any such buy-out awards would typically be made under the existing bonus or PSP schemes, except that the terms of the buy-out award may diverge from these as necessary to replicate the terms of the award being replaced. In exceptional circumstances the Committee may use the exemption permitted within the Listing Rules. Any buy-out awards would have a fair value no higher than that of the awards forfeited.

Internal Executive Director appointment

In cases of appointing a new Executive Director by way of internal promotion, the Remuneration Committee and Board will be consistent with the policy for external appointees detailed above (except in relation to buy-outs). Where an individual has contractual commitments made prior to their promotion to Executive Director level (and not in connection with their promotion to this level), the Company will continue to honour these arrangements (other than pension contribution) even if these are not provided for by the Policy in force at the time of appointment (or when the arrangements were originally agreed).

Non-Executive Directors

In recruiting a new non-Executive Director, the Remuneration Committee will use the policy as set out in the table on page 117.

Service contracts and loss of office payments

Copies of Directors service agreements and letters of appointment are available for inspection on request at the Company's registered office.

Executive Directors

In summary, the contractual provisions for current Executive Directors are as follows:

Element of remuneration	Approach	Maximum % of salary	Policy Detail
Salary	The base salaries of new appointees will be determined by reference to relevant market data, experience and skills of the individual, internal relativities and their current basic salary. The Committee may approve a higher basic annual salary for a newly appointed Director than the outgoing Director received where it considers it necessary in order to recruit an individual of sufficient calibre for the role. Alternatively, where new appointees have initial basic salaries set below market-level, any short fall may be managed with phased increases over a period of up to three years subject to the individual’s development in the role (and which may exceed the workforce average increase).	n/a	Notice periods: The Director or Company shall be entitled to serve 12 months notice. A Director may be required to work during their notice period or be put on garden leave. Change of control: In the event of a change of control, a Director's appointment may be terminated within three months of the change of control by the Company, or on one month's notice by the Director (to expire no later than three months from the date of the change of control). In the event of termination by either the Director or the Company, the Director will be entitled to receive six months salary.
Benefits	New appointees will be eligible to receive benefits which may include (but are not limited to) the provision of a car allowance, permanent health insurance, healthcare and life assurance. If the Director is required to relocate, our policy is to provide reasonable, time-limited relocation, travel and subsistence payments at the discretion of the Committee. New appointees will also be eligible to participate in all-employee share schemes, where relevant.	n/a
Pension	New appointees will receive company pension contributions or an equivalent cash supplement aligned to that offered to other new employees in the relevant jurisdiction at the time of appointment.	n/a
Performance- related bonus	The structure described in the Policy table will apply to new appointees with the relevant maximum being pro-rated to reflect the proportion of employment over the year. If used, individual and/or strategic targets may be tailored to the priorities agreed for the executive over the remainder of the relevant financial year.	200%
Share incentive schemes	New appointees will be granted awards under the PSP on the same terms as other executives, as described in the Policy table.	300%

The following payments may also be made to departing Executive Directors, depending on circumstances:

1. Any share-based entitlements granted to an Executive Director under Company share plans will be determined based on the relevant plan rules. In certain prescribed circumstances, such as death, ill-health, injury, disability, redundancy, retirement or other circumstances at the discretion of the Committee, good leaver status may be applied. Under the PSP, for good leavers, awards will normally be reduced pro-rata to reflect the proportion of the vesting period actually served and tested for performance at the end of the original performance period. Under the VCP, for good leavers, the Committee has determined the default good leaver treatment to be for awards in the current tranche to be prorated to the termination date, with the residual units in the current tranche together with units in future tranches lapsing in full. PSP and VCP awards which are subject to an additional holding period will typically be retained and released at the end of the relevant holding period, with Committee discretion to accelerate the release of such awards on an exceptional basis in certain good leaver circumstances, or on a change of control. Deferred bonus shares will normally be retained by the Executive Director and released in full following completion of the applicable deferral period, with Committee discretion to accelerate the vesting of awards on an exceptional basis in certain good leaver circumstances, or on a change of control.
2. A bonus may be payable for the period of active service in certain prescribed good leaver circumstances and in other circumstances at the discretion of the Committee and subject to the achievement of the relevant performance targets. Deferral requirements will typically continue to apply to bonus payable in such circumstances.
3. At the discretion of the Remuneration Committee, a contribution to reasonable outplacement costs in the event of termination of employment due to redundancy. The Committee also retains the ability to reimburse reasonable legal costs incurred in connection with a termination of employment.
4. Any payment for statutory entitlements or to settle claims in connection with a termination of any existing or future Executive Director, as necessary.

External appointments

Executive Directors are encouraged to hold a non-Executive role in addition to their full-time position in order to broaden their experience, and may retain any fees received in respect of such roles. All appointments must first be agreed by the Committee and must not represent a conflict to their current role. In the case of Zillah Byng-Thorne, it was agreed at the time of her appointment that she could hold three non-Executive roles in addition to her position as Chief Executive. In the case of Penny Ladkin-Brand, the Committee agreed on her reappointment to the Board that she may continue to hold one non-Executive role. As her non-Executive role is a Chair role she is technically overboarded. She has confirmed that she has sufficient time to fulfil her Director responsibilities to Future plc, both in normal circumstances and in exceptional circumstances.

In respect of positions at listed companies, during the financial year ended 30 September 2022:
* Zillah Byng-Thorne served as a non-Executive Director at Flutter Entertainment plc and THG Holdings plc (until 15 September 2022) for which she retained total fees of £240,897 (compared to £229,077 in 2021). She was appointed to the board of Trustpilot Group plc as a non-Executive Director with effect from 1 October 2022 and to the board of Norwegian Cruise Line Holdings Ltd. (NYSE NCLH) on 1 November 2022. As announced by Flutter Entertainment plc in November, Zillah will be stepping down from the position of non-Executive Director of Flutter on 31 January 2023.
* From her reappointment to the Future Board in November 2021 Penny Ladkin-Brand served as a non-Executive Chair at Next Fifteen Communications Group plc and as a non-Executive Director of Auction Technology Group plc (until January 2022) for which she retained total fees of £172,077.

Consideration of conditions elsewhere in the Company

The Committee takes into consideration the pay and conditions of employees across the Group when determining remuneration for Executive Directors. During the year the Committee also received feedback from employees via the Engagement Survey, as well as subsequent listening sessions and through questions raised at Town Hall meetings. The Committee and the full Board is also made aware of, and consulted on, the Company's Human Resources strategy and takes seriously its obligation to have a broad oversight on the operation of fair pay policies elsewhere in the Group.

Consideration of shareholder views

The Remuneration Committee considers shareholder feedback received as part of any discussions with shareholders and consults with shareholders on specific matters as and when appropriate. Further details of any material engagement with shareholders on the subject of executive remuneration will be disclosed in the relevant Annual Report on Remuneration.

Approved by the Board and signed on its behalf by
Mark Brooker
Chair of the Remuneration Committee
29 November 2022

Non-Executive Directors

Contract provision	Policy Detail
Notice periods	Three months notice from either the Company or Director. Appointed for a three year term, subject to annual re-election by shareholders at the Company's AGM.

Annual General Meeting

The Company's 24th Annual General Meeting will be held at 11 am on Wednesday 8 February 2023 at Future's London office at, 121-141 Westbourne Terrace, Paddington, W2 6JR. The resolutions and explanatory notes are set out in the Notice of Annual General Meeting on pages 184 to 194.# Corporate Governance statement

The Corporate Governance statement, prepared in accordance with rule 7.2 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, comprises of the following sections of the Annual Report: the Strategic Report, the Corporate Governance Report, the Audit and Risk Committee Report, the Nomination Committee Report, the Remuneration Committee Report, together with this Directors' Report. As permitted by legislation, some of the matters required to be included in the Directors' Report have been included in the Strategic Report by cross-reference, including details of the Group's financial risk management objectives and policies, business review, future prospects, and environmental policy.

Directors

The names and biographical details of the current Directors are shown on pages 78 to 79 of this Annual Report. Particulars of their emoluments and beneficial and non-beneficial interests in shares are given in the Directors' Remuneration Report on pages 98 to 112. The appointment and removal of Directors is governed by the Company's Articles of Association, the 2018 Code, and the Companies Act 2006. The Directors may, from time to time, appoint one or more Directors. In the interests of good governance and in accordance with the provisions of the 2018 Code, all Directors will retire and submit themselves for election or re-election at the forthcoming AGM.

Directors’ Powers

The Board manages the business of the Company under the powers set out in the Company's Articles of Association. The Company's Articles of Association can only be amended, or new Articles adopted, by a resolution passed by shareholders in a general meeting by at least three quarters of the votes cast. Further discussion of the Board's activities, powers, and responsibilities appears within the Corporate Governance Report on page 80 of this Annual Report. Information on compensation for loss of office is contained in the Directors' Remuneration Report on page 108 of this Annual Report.

Directors’ conflicts of interests

The Company has procedures in place for managing conflicts of interest. Should a Director become aware that they, or any of their connected parties, have an interest in an existing or proposed transaction with the Company, they should notify the Board in writing or at the next Board meeting. Internal controls are in place to ensure that any related party transactions involving Directors, or their connected parties, are conducted on an arm's length basis. Directors have a continuing duty to update any changes to these conflicts.

Directors’ indemnities

The Company had Directors and Officers liability insurance cover in place throughout the year.

Share capital

Details of the Company's issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in note 22 to the financial statements. The Company has one class of ordinary shares with a nominal value of 15 pence each (Ordinary Shares), which does not carry the right to receive a fixed income. Each share carries the right to one vote at general meetings of the Company. There are no restrictions or agreements known to the Company that may result in restrictions on share transfers or voting rights in the Company. There are no specific restrictions on the size of a holding, on the transfer of shares, or on voting rights, all of which are governed by the provisions of the Articles of Association and prevailing legislation. Shareholder authority for the Company to allot Ordinary Shares up to an aggregate nominal amount of £904,687.54 was granted at the 2021 AGM. The issued share capital of the Company at 30 September 2022 was approximately £18,128,389.50 divided into 120,855,930 Ordinary Shares. Since 30 September 2022, 779 new shares have been issued as a result of the exercise of share options by the Company's share option scheme participants and the total issued share capital at 29 November 2022 is 120,856,709 Ordinary Shares. The Company's Ordinary Shares are listed on the London Stock Exchange. The register of shareholders is held in the UK.

Political donations

No contributions were made to political parties during the year (2021: £Nil).

Data Protection and Privacy

Future is dedicated to ensuring we protect the data of our customers, employees, and prospective employees. Data privacy is a fundamental part of our Corporate Ethics, and we strive to ensure we treat their data with the same standards as we expect our own data to be treated, plus our partners treat it to the same standards too. Future has a comprehensive Privacy Programme in place to ensure we meet our privacy obligations under applicable laws. This programme incorporates leading data protection principles and practices which lie at the heart of our approach to processing personal data. Our Privacy Office, and Data Protection Officer, continually review, develop, and improve Future's privacy practices to ensure we uphold these principles and Future's privacy operations are run in a smooth and timely fashion. For example, updating systems and processes to meet the deletion and access rights of our customers and employees, as they develop across all relevant territories. We ensure we meet the requirements of emerging privacy laws and regulations across the world, as well as keep up with rapid advancements in technology and new business initiatives.

Directors’ Report

Future plc is the holding company of the Future group of companies (the Group).

Annual Report and Accounts 2022 / 121

Privacy and digital advertising standards

Future takes user privacy seriously, and we abide by all current digital advertising standards by providing users with a clear choice on how and when they accept personalised advertising experiences, and ensuring they can exercise their data privacy rights. We work with industry trade bodies to ensure we are aligned to the guiding principles of privacy by design and implement technical solutions to ensure this is protected. It is clear that user privacy will continue to evolve and become more complex over time. We have the resource and technology in place to ensure we adapt our digital offering as needed. We have invested significantly in our own advertising technology stack, Hybrid, and our data platform, Aperture. These platforms allow us to gather consent and process highly valuable endemic audiences, ensuring that our advertisers can reach their customers across our portfolio of market-leading digital properties.

Whistleblowing procedure

Whistleblowing and anti-bribery policies

It is Future's policy to conduct all of our business in an honest and ethical manner, and we take a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly, and with integrity in all our business dealings and relationships wherever we operate, and we are implementing and enforcing effective systems to counter bribery and corruption. We have whistleblowing, anti-bribery, and corruption policies which are updated regularly and published on our intranet. The whistleblowing policy is designed to encourage employees to report, in good faith, any genuine suspicions of fraud, bribery, malpractice, modern slavery, and human trafficking. Concerns may be raised according to a stated escalation process from an individual's line manager, via their head of department, SVP People, to the Head of Legal, and then to the Board of Directors, including the Senior Independent Director. Concerns may also be raised completely anonymously by post. The whistleblowing policy is also designed to ensure that any employee who raises a genuine concern is protected. During the year, no issues of concern were raised via any of the whistleblowing channels. In addition, to ensure Future is adopting best practice with anti-corruption legislation, and to promote transparency, a Review Kit, Trips and Gifts Log is in place to track the whereabouts of products sent to us for review and the acceptance of gifts and trips by our employees. We also have in place an Editorial Ethics Committee which monitors the approach to gifts and reviews trips to ensure not only are we legally compliant, but that we also comply with our own ethical and editorial standards.

Results and dividends

The results of the Group are shown on page 138, and movements in reserves are set out in note 24 to the financial statements. The Board's policy is that dividends should be covered at least four times by adjusted earnings per share and free cashflow. The Company's Employee Benefit Trust (EBT) waives its entitlement to any dividends. The Board is recommending a final dividend for the year of 3.4p per share (2021: 2.8p per share) payable on 14 February 2023 to shareholders recorded on the register at the close of business on 20 January 2023. The Ordinary Shares will become ex-dividend on 19 January 2023.

Significant agreements

The provisions of the European Directive on Takeover Bids (as implemented in the UK in the Companies Act 2006) require the Company to disclose any significant agreements which take effect, alter, or terminate upon a change of control of the Company. In common with many other companies, the Group's bank facility is terminable upon change of control of the Company. In common with market practice, awards under certain of the Group's

Substantial interests

Information provided to the Company pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTRs) is published on a Regulatory Information Service and on the Company's website. The following information has been received, in accordance with DTR 5, from holders of notifiable interests in the Company's issued share capital.

Shareholder	As at 30 September and 29 November 2022*	Nature of holding
Sir Peter Wood		Direct
Old Mutual Global Investors (UK) Ltd		Indirect
Jupiter Fund Management Plc		Indirect
Ameriprise Financial, Inc.

The Group, so far as is known by the Company, is not directly or indirectly owned or controlled by another corporation or by any government. * % holding based on total number of shares in issue at the time of respective notification.

122 / Future plc Corporate Governance

long-term incentive plans (details of which are set out in the Directors Remuneration Report on pages 98 to 112) will vest or potentially be exchangeable into awards over a purchaser’s share capital upon change of control of the Company. There is also a change of control provision in the service agreements of the two Executive Directors, exercisable within three months of a change of control by the Company or on one month’s notice by the Executive to expire no later than three months from the date of the change of control.

Disclosure of information to the auditor

The Directors who held office at the date of approval of this Directors Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each Director has taken all reasonable steps to ascertain any relevant audit information and to ensure that the Company’s auditor is aware of that information.

Other information

Other information relevant to this Directors Report, and which is incorporated by reference, including information required in accordance with the UK Companies Act 2006 and Listing Rule 9.8.4R, can be located as follows:

Lawful Processing

Future only processes personal data where it has a legal basis to do so.

Individual Rights

Future respects individuals’ rights in relation to their personal data, including their rights of access, rectification, erasure, restriction, portability, and objection.

Stewardship

Future is committed to protecting individuals’ privacy and has appropriate policies and practices in place for the safe handling of the personal data it processes.

Storage and Limitation

Future has policies in place that require the business to only retain data for as long as needed, which is based on the purpose for which we collected the data.

Data Minimisation

Future processes personal data that is relevant and is necessary for the purpose for which it was collected.

Data Security

Future uses appropriate technical and organisational security measures to protect personal data throughout its data lifecycle, and requires the same standards from its third-party service providers.

Purpose Limitation

Future only collects and processes personal data for a specified purpose. Any further processing is only conducted if it is for a compatible purpose unless the individual’s consent is obtained or the processing is otherwise permitted by law.

Fairness and Transparency

Future processes personal data fairly and honestly, plus communicates openly with individuals, on how and why their data is being processed.

Future’s Data Protection Principles

This Directors Report was approved by order of the Board.

On behalf of the Board
Anne Steele
Company Secretary
29 November 2022

Subject Matter	Page
Important events since the financial year-end	183
Likely future developments in the business	11
Research and development	13
Information on financial instruments	63
Internal control and risk management systems in relation to the process for preparing consolidated accounts	87
Employment of disabled persons	42
Employee involvement	43
Stakeholder engagement	54
Diversity policy	83

Annual Report and Accounts 2022 / 123

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Company financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRSs) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. In preparing the Group financial statements, the Directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB).

Under company law, 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 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 and then apply them consistently;
* state whether applicable IFRSs as adopted by the European Union and IFRSs issued by IASB have been followed, subject to any material departures disclosed and explained in the financial statements;
* make judgements and accounting estimates that are reasonable and prudent; and
* prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors 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. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s 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 and the Directors Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Corporate Governance report confirm that, to the best of their knowledge:
* the Group and Company financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union and IFRSs issued by IASB, give a true and fair view of the assets, liabilities, financial position and profit of the Group and loss of the Company; and
* the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors Report is approved:
* so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware; and
* they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.

This responsibility statement was approved by the Board of Directors on 29 November 2022 and is signed on its behalf by

Zillah Byng-Thorne
Chief Executive
29 November 2022

Directors’ responsibilities

124 / Future plc Annual Report and Accounts 2022 / 125

Financial Statement

126

INDEPENDENT AUDITORS' REPORT

138

CONSOLIDATED INCOME STATEMENT

138

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

139

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

139

COMPANY STATEMENT OF CHANGES IN EQUITY

140

CONSOLIDATED BALANCE SHEET

141

COMPANY BALANCE SHEET

142

CONSOLIDATED CASH FLOW STATEMENT

143

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

145

ACCOUNTING POLICIES

152

NOTES TO THE FINANCIAL STATEMENTS

126 / Future plc Financial Statement

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FUTURE PLC

Report on the audit of the financial statements

1. Opinion

   In our opinion:
   * the financial statements of Future plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2022 and of the group’s profit for the year then ended;
   * the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;
   * the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
   * the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

   We have audited the financial statements which comprise:
   * the consolidated income statement;
   * the consolidated statement of comprehensive income;
   * the consolidated and parent company statements of changes in equity;
   * the consolidated and parent company balance sheets;
   * the consolidated cash flow statement;
   * the accounting policies compliance statement and basis of preparation; and
   * the related notes 1 to 30.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

2.# Independent Auditor's Report

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 are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 provided to the group and parent company for the year are disclosed in note 4 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matters

The key audit matter that we identified in the current year is:
* The valuation of brand intangible assets of Dennis Publishing

Within this report, key audit matters are identified as follows:
* Newly identified
* Increased level of risk
* Similar level of risk
* Decreased level of risk

Materiality

The materiality that we used for the group financial statements was £8.8m (FY21: £6.6m) which was determined based on forecast profit before tax adjusted for exceptional items, as defined in note 5.

Scoping

Our scoping covered 98% of the Group’s revenue; 95% of the Group’s adjusted profit before tax; and 88% of the Group’s net assets.

Significant changes in our approach

Our audit approach is consistent with the previous year with the exception of the following:
* In the prior year, we identified the valuation of brand intangibles arising from the acquisition of the GoCo Group plc as a key audit matter. During the period, the Group made the significant acquisition of Dennis Publishing. As a result, for the current period we have identified the valuation of brand intangible assets for this acquisition as a key audit matter.
* In light of the Group’s growth and increasing contributions from its e-commerce and digital advertising business, we no longer consider the valuation of export Newstrade returns provisions to be a key audit matter given the low level of historical errors and relative size of the amounts provided for.

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’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
* Understood the processes and controls underpinning management’s forecasting of financial performance and cashflow and determination of downside scenarios including those to support accuracy of the models and the underlying data;
* Challenged the adequacy of downside scenarios and the reverse stress tests and perform sensitivity testing, considering the plausibility of a break even scenario;
* Assessed the impact of additional financing on the Group’s borrowing facilities and performing procedures to evaluate actual and forecast covenant positions as set out in note 18 to the financial statements; and
* Assessed the going concern disclosures in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the group has 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.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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 forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of acquired brand intangibles of Dennis Publishing

Key audit matter description

Following the acquisition of Dennis Publishing in the period, management has completed the valuation of the acquisition balance sheet for the business. The Group recognised £229.3m of goodwill and £158.8m of intangibles relating to the acquisition of Dennis Publishing, of which £89.5m of brand intangibles have been recognised. Further details on the amounts recognised can be found in Note 28. Management engaged valuation specialists to support in the valuation of intangibles and the overall preparation of the acquisition balance sheet position including goodwill. The brand intangible assets are valued using a relief from royalty method. The acquisition of Dennis Publishing is material to the group and the revenue growth assumptions are the most sensitive assumptions that underpin the valuation of the brand intangibles. Further details are included within the Audit Committee report on page 88, in the accounting policies section and note 1 to the financial statements.

How the scope of our audit responded to the key audit matter

In response to the identified key audit matter we have performed the following procedures:
* Assessed the processes and relevant controls around management valuation estimates on acquired intangibles including those around data used in forming those estimates. Assessed relevant controls over management review of revenue projections and input data used in that review;
* Evaluated the appropriateness of the methodology used to value intangible assets and the reasonableness of key valuation assumptions, supported by our own valuation specialists;
* Challenged the revenue growth assumptions driving value in the model through benchmarking against analyst and industry consensus, considering both confirmatory and contradictory evidence;
* Evaluated the mechanical accuracy of the valuation models;
* Considered the reasonableness of useful economic lives through benchmarking to comparable peers, previous acquisitions and other qualitative factors; and
* Assessed the competence, capabilities and objectivity of management’s valuation specialists; and
* Assessed the adequacy of disclosures relating to the acquired intangibles, taking into account the requirements of relevant financial reporting standards.

Key observations

Based on the work performed, we determined that the valuation of acquired brand intangible assets in relation to the Dennis Publishing acquisition was appropriate.

Our application of materiality

Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

	Group financial statements	Parent company financial statements
Materiality	£8.8m (FY21: £6.6m)	£5.3m (FY21: £4.0m)

Basis for determining materiality

5% of profit before tax adjusted for exceptional items. Parent company materiality is based on less than 1% of net assets, which is capped at 60% of group materiality.

Rationale for the benchmark applied

Profit before tax adjusted for exceptional items is a key metric for the principal users of the financial statements as it derives the prediction of future share price, the ability to pay dividends, and is therefore of particular importance to both shareholders and potential investors. The company is non-trading and operates primarily as a holding company.# 6. Materiality

6.2 Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.

	Group financial statements	Parent company financial statements
Performance materiality	70% (FY21: 70%) of group materiality	70% (FY21: 70%) of parent company materiality

Basis and rational for determining performance materiality

In setting performance materiality, we considered the following factors:
* The quality of the control environment in the group and whether we were able to rely on controls;
* The low number of corrected and uncorrected misstatements identified in the previous audit; and
* The level of consistency in key management personnel.

PBT adjusted for exceptional items	£187.9m
Group materiality	£8.8m
Component materiality range	£3.1m to £3.7m
Audit Committee reporting threshold	£0.4m
	PBT adjusted for exceptional items	Group materiality

Annual Report and Accounts 2022 / 131

6.3 Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.4m (FY21: £0.3m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

7. An overview of the scope of our audit

7.1 Identification and scoping of components

Our group audit was scoped by obtaining an understanding of the Group and its environment, including group-wide controls, and assessing the risks of misstatement at the group level. Based on that assessment we focused our group audit scope primarily on the audit work at seven components including company only, which were subject to a full scope audits and audit of specific account balances. The seven components represent the principal business units with the Group’s reportable segments and account for 98% of the Group’s revenue and 95% of the adjusted profit before tax and 88% of net assets. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above.

Our audit work at these components, excluding the parent company, were executed at levels of materiality applicable to each individual entity, which were lower than group materiality ranging from £3.1m to £3.7m (FY21: £1.8m to £2.8m). At the group level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to full scope audit. None of these components represented more than 2% of revenue or 5% profit before tax individually.

The group is audited by one audit team, led by the Senior Statutory Auditor.

	Revenue	Profit before tax	Net assets
	Full audit scope	Audit of specific	Review at group
		account balances	level
97%	1%	2%
95%	0%	5%
88%	0%	12%

132 / Future plc Financial Statement

For all components we obtained an understanding of the relevant controls associated with the financial reporting process, key audit matters, accounting estimates and revenue recognition. We did not plan to rely on controls in any areas of the audit and instead adopted a fully substantive approach. Refer to the Audit and Risk Committee on page 88, for further details of the Group’s internal controls development programme.

7.2 Our consideration of the control environment

The group operates a diverse IT infrastructure. With the involvement of our IT specialists, we obtained an understanding of the relevant IT environment and understood the design and implementation of key general IT controls.

7.3 Our consideration of climate-related risks

The Group has assessed whether there is a material impact on the Group’s carrying value of assets and liabilities at the balance sheet date as a result of climate-related risks and have concluded that there is not. We assessed the related disclosures with support from climate specialists and read the related narrative in the Corporate Responsibility report to consider whether it is materially consistent with our knowledge obtained in the audit.

8. Other information

The other information comprises the information included in the annual report, other 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 our report, we do not express any form of assurance conclusion thereon. 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 this other information, we are required to report that fact. We have nothing to report in this regard.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, 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’s and the parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Annual Report and Accounts 2022 / 133

10. 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which 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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1# Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
• results of our enquiries of management, internal audit, and the audit committee about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:
  • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
  • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
  • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team and relevant internal specialists, including tax, valuation, IT, industry and fraud specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the area of non-routine adjustments to revenue. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, Listing Rules, pensions legislation and tax legislation. In addition, we considered provisions of other laws and regulations including FCA related legislation that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included GDPR and employment legislation.

Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations. In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and external legal counsel concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC;
• in addressing the risk of fraud through non-routine adjustments to revenue, leveraging bespoke analytics to identify revenue entries with characteristics that appeared unusual, and testing the appropriateness of these entries by tracing to supporting documentation and evaluating the business rationale; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

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
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Corporate Governance Statement

The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review. 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 and our knowledge obtained during the audit:

• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 64;
• the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on page 71;
• the directors' statement on fair, balanced and understandable set out on page 87;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 66;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 87 and 88, and
• the section describing the work of the audit committee set out on page 86.

Matters on which we are required to report by exception

Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters.

Other matters which we are required to address

Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the shareholders at the Annual General Meeting on 21 February 2021 to audit the financial statements for the year ended 30 September 2021 and subsequent financial periods. The period of total uninterrupted engagement of the firm is therefore two years.

Consistency of the audit report with the additional report to the audit committee

Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).

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.# Annual Report and Accounts 2022 / 137

Future plc

Financial Statement

Consolidated income statement for the year ended 30 September 2022

Note	Non-GAAP Adjusted results £m	Adjusting items £m	Statutory results £m	Non-GAAP Adjusted results £m	Adjusting items £m	Statutory results £m
	2022	2022	2022	2021	2021	2021
Revenue	1, 2	825.4	-	825.4	606.8	-
Net operating expenses	3	(553.7)	(83.1)	(636.8)	(411.0)	(80.5)
Operating profit		271.7	(83.1)	188.6	195.8	(80.5)
Finance income	7	0.1	-	0.1	0.3	-
Finance costs	7	(18.7)	-	(18.7)	(7.8)	-
Net finance costs		(18.6)	-	(18.6)	(7.5)	-
Profit before tax	1	253.1	(83.1)	170.0	188.3	(80.5)
Tax (charge)/credit	8	(55.0)	7.2	(47.8)	(38.3)	(3.4)
Profit for the year attributable to owners of the parent		198.1	(75.9)	122.2	150.0	(83.9)

See page 146 and note 10 for a reconciliation between adjusted and statutory results.

Earnings

Note	2022 pence	2021 pence
Ordinary share
Basic earnings per share	10	101.4
Diluted earnings per share	10	100.9

Consolidated statement of comprehensive income for the year ended 30 September 2022

	2022 £m	2021 £m
Profit for the year	122.2	66.1
Items that may be reclassified to the consolidated income statement
Currency translation differences	80.8	(12.3)
Other comprehensive income/(expense) for the year	80.8	(12.3)
Total comprehensive income for the year attributable to owners of the parent	203.0	53.8

Items in the statement above are disclosed net of tax.

Consolidated statement of changes in equity for the year ended 30 September 2022

Group	Note	Issued share capital £m	Share premium account £m	Merger reserve £m	Treasury reserve £m	Accumulated exchange differences £m	Retained (losses)/ earnings £m	Total equity £m
Balance at 30 September 2020		14.7	197.0	170.9	(8.8)	2.2	5.3	381.3
Profit for the year		-	-	-	-	-	66.1	66.1
Currency translation differences (net of tax)		-	-	-	-	(12.3)	-	(12.3)
Other comprehensive expense for the year		-	-	-	-	(12.3)	-	(12.3)
Total comprehensive income for the year		-	-	-	-	(12.3)	66.1	53.8
Share capital issued during the year	22, 24	3.4	-	411.0	-	-	-	414.4
Acquisition of own shares	24	-	-	-	(4.9)	-	-	(4.9)
Share schemes - Issue of treasury shares to employees	24	-	-	-	6.1	-	(6.1)	-
Share-based payments	6	-	-	-	-	-	10.0	10.0
Current tax on options		-	-	-	-	-	(2.4)	(2.4)
Deferred tax on options	14	-	-	-	-	-	11.7	11.7
Dividends paid to shareholders	9	-	-	-	-	-	(1.6)	(1.6)
Balance at 30 September 2021		18.1	197.0	581.9	(7.6)	(10.1)	83.0	862.3
Profit for the year		-	-	-	-	-	122.2	122.2
Currency translation differences (net of tax)		-	-	-	-	80.8	-	80.8
Other comprehensive expense for the year		-	-	-	-	80.8	-	80.8
Total comprehensive income for the year		-	-	-	-	80.8	122.2	203.0
Acquisition of own shares	24	-	-	-	(7.9)	-	-	(7.9)
Share schemes - Issue of treasury shares to employees	24	-	-	-	7.5	-	(7.5)	-
Share-based payments	6	-	-	-	-	-	11.3	11.3
Current tax on options		-	-	-	-	-	3.1	3.1
Deferred tax on options	14	-	-	-	-	-	(7.7)	(7.7)
Dividends paid to shareholders	9	-	-	-	-	-	(3.4)	(3.4)
Balance at 30 September 2022		18.1	197.0	581.9	(8.0)	70.7	201.0	1,060.7

Company statement of changes in equity for the year ended 30 September 2022

Company	Note	Issued share capital £m	Share premium account £m	Merger reserve £m	Retained earnings £m	Total equity £m
Balance at 30 September 2020		14.7	197.0	61.9	52.5	326.1
Loss for the year		-	-	-	(8.7)	(8.7)
Total comprehensive loss for the year		-	-	-	(8.7)	(8.7)
Share capital issued during the year	22, 24	3.4	-	411.0	-	414.4
Share schemes - Issue of treasury shares to employees	24	-	-	-	(6.1)	(6.1)
Share based payments	6	-	-	-	10.0	10.0
Deferred tax on options		-	-	-	1.4	1.4
Dividends paid to shareholders	9	-	-	-	(1.6)	(1.6)
Balance at 30 September 2021		18.1	197.0	472.9	47.5	735.5
Profit for the year		-	-	-	257.9	257.9
Total comprehensive loss for the year		-	-	-	257.9	257.9
Share schemes - Issue of treasury shares to employees	24	-	-	-	(7.5)	(7.5)
Share based payments	6	-	-	-	11.3	11.3
Deferred tax on options		-	-	-	1.2	1.2
Dividends paid to shareholders	9	-	-	-	(3.4)	(3.4)
Balance at 30 September 2022		18.1	197.0	472.9	307.0	995.0

140 / Future plc Financial Statement

Consolidated balance sheet as at 30 September 2022

Note	2022 £m	2021 £m
Assets
Non-current assets
Property, plant and equipment	11	53.0
Intangible assets - goodwill	12	1,069.6
Intangible assets - other	12	646.2
Deferred tax	14	-
Total non-current assets		1,768.8
Current assets
Inventories		1.2
Corporation tax recoverable		13.4
Deferred tax	14	5.1
Trade and other receivables	15	134.3
Cash and cash equivalents	16	29.2
Finance lease receivable	21	6.1
Total current assets		189.3
Total assets		1,958.1
Equity and liabilities
Equity
Issued share capital	22	18.1
Share premium account	24	197.0
Merger reserve	24	581.9
Treasury reserve	24	(8.0)
Accumulated exchange differences		70.7
Retained earnings		201.0
Total equity		1,060.7
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings	18	369.0
Lease liability due in more than one year	20	55.8
Deferred tax	14	131.7
Provisions	19	21.4
Deferred income		14.9
Total non-current liabilities		592.8
Current liabilities
Financial liabilities - interest-bearing loans and borrowings	18	83.8
Trade and other payables	17	143.8
Deferred income		55.8
Corporation tax payable		1.0
Lease liability due within one year	20	12.1
Deferred consideration		4.5
Deferred tax	14	3.6
Total current liabilities		304.6
Total liabilities		897.4
Total equity and liabilities		1,958.1

The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its behalf by:

Richard Huntingford
Chair

Penny Ladkin-Brand
Chief Financial Officer

Company balance sheet as at 30 September 2022

Note	2022 £m	2021 £m
Assets
Non-current assets
Investments in Group undertakings	13	1,273.5
Deferred tax	14	0.8
Trade and other receivables	15	163.6
Total non-current assets		1,437.9
Current assets
Trade and other receivables	15	27.4
Cash and cash equivalents	16	0.1
Total current assets		27.5
Total assets		1,465.4
Equity and liabilities
Equity
Issued share capital	22	18.1
Share premium account	24	197.0
Merger reserve	24	472.9
Retained earnings		307.0
Total equity		995.0
Non-current liabilities
Financial liabilities - interest-bearing loans and borrowings	18	357.0
Total non-current liabilities		357.0
Current liabilities
Financial liabilities - interest-bearing loans and borrowings	18	79.6
Trade and other payables	17	33.8
Total current liabilities		113.4
Total liabilities		470.4
Total equity and liabilities		1,465.4

As permitted by the exemption under Section 408 of the Companies Act 2006 no Company income statement or statement of comprehensive income is presented. The Company's profit for the year was £257.9m (2021: loss of £8.7m).

The financial statements on pages 138 to 183 were approved by the Board of Directors on 29 November 2022 and signed on its behalf by:

Richard Huntingford
Chair

Penny Ladkin-Brand
Chief Financial Officer

Future plc 03757874

Consolidated cash flow statement for the year ended 30 September 2022

	2022 £m	2021 £m
Cash flows from operating activities
Cash generated from operations		268.5
Net interest paid on bank facilities		(13.7)
Interest paid on lease liabilities		(2.1)
Tax paid		(50.1)
Net cash generated from operating activities		202.6
Cash flows from investing activities
Purchase of property, plant and equipment		(2.6)
Purchase of computer software and website development		(9.0)
Purchase of subsidiary undertakings, net of cash acquired		(113.1)
Settlement of receivable from sellers		8.0
Net cash used in investing activities		(116.7)
Cash flows from financing activities
Costs of share issue		-
Acquisition of own shares		(7.9)
Drawdown of bank loans		95.7
Repayment of bank loans		(467.1)
Drawdown/(repayment) of overdraft		1.0
Bank arrangement fees		(1.9)
Repayment of principal element of lease liabilities		(5.4)
Dividends paid		(3.4)
Net cash generated from financing activities		(389.0)
Net increase in cash and cash equivalents		(303.1)
Cash and cash equivalents at beginning of year		324.3
Effects of exchange rate changes on cash and cash equivalents		8.0
Cash and cash equivalents at end of year		29.2

143 Notes to the consolidated cash flow statement for the year ended 30 September 2022

A.## Cash generated from operations

The reconciliation of profit for the year to cash generated from operations is set out below:

Note	Group 2022 £m	Group 2021 £m
Profit for the year	122.2	66.1
Adjustments for:
Depreciation	9.1	8.7
Impairment charge on tangible assets	6.6	1.0
Amortisation of intangible assets	71.3	48.7
Impairment charge on intangible assets	-	8.8
Share-based payments	11.3	10.0
Net finance costs	18.6	7.5
Tax charge	47.8	41.7
Cash generated from operations before changes in working capital and provisions	286.9	192.5
Movement in provisions	0.5	0.2
Increase in inventories	(0.2)	(0.2)
(Increase)/decrease in trade and other receivables	(3.8)	8.9
Decrease in trade and other payables	(14.9)	(4.2)
Cash generated from operations	268.5	197.2

B. Analysis of net debt

The definition of net debt is provided in the 'Presentation of non-statutory measures' section of the Accounting policies, on page 145.

Group 1 October 2021 £m	Cash flows £m	On acquisition £m	Other non-cash changes £m	Exchange movements £m	30 September 2022 £m
Cash and cash equivalents	324.3	(316.1)	13.0	-	8.0
Debt due within one year	(42.5)	(38.3)	(2.4)	(0.6)	-
Debt due after more than one year	(458.1)	410.8	(296.2)	(2.2)	(23.3)
Net debt	(176.3)	56.4	(285.6)	(2.8)	(15.3)

Group 1 October 2020 £m	Cash flows £m	On acquisition £m	Other non-cash changes £m	Exchange movements £m	30 September 2021 £m
Cash and cash equivalents	19.3	293.5	13.3	-	(1.8)
Debt due within one year	(7.8)	(31.4)	(3.2)	(0.1)	-
Debt due after more than one year	(73.6)	(303.2)	(80.0)	(1.6)	0.3
Net debt	(62.1)	(41.1)	(69.9)	(1.7)	(1.5)

C. Reconciliation of movement in net debt

	Group 2022 £m	Group 2021 £m
Net debt at start of year	(176.3)	(62.1)
(Decrease)/increase in cash and cash equivalents	(303.1)	306.8
Decrease/(increase) in borrowings	73.9	(417.8)
Other non-cash changes	(2.8)	(1.7)
Exchange movements	(15.3)	(1.5)
Net debt at end of year	(423.6)	(176.3)

D. Changes in financial assets and financial liabilities

Group 1 October 2021 £m	Cash flows £m	Acquisitions £m	Exchange movements £m	Other non cash movements £m	30 September 2022 £m
Financial assets
Trade and other receivables (net)	73.5	(7.4)	25.0	8.7	-
Cash and cash equivalents	324.3	(316.1)	13.0	8.0	-
Finance lease receivable	1.9	(0.6)	2.7	-	2.1
Total financial assets	399.7	(324.1)	40.7	16.7	2.1
Financial liabilities
Trade and other payables	(125.2)	64.3	(66.6)	(11.3)	-
Lease liabilities	(48.9)	6.0	(20.7)	(1.9)	(2.4)
Current borrowings	(43.1)	(38.6)	(2.4)	-	-
Non-current borrowings	(463.1)	409.1	(296.2)	(23.3)	-
Total financial liabilities	(680.3)	440.8	(385.9)	(36.5)	(2.4)
Net financial assets and liabilities	(280.6)	116.7	(345.2)	(19.8)	(0.3)

Group 1 October 2020 £m	Cash flows £m	Acquisitions £m	Exchange movements £m	Other non cash movements £m	30 September 2021 £m
Financial assets
Trade and other receivables (net)	58.7	(2.2)	18.5	(1.5)	-
Cash and cash equivalents	19.3	293.5	13.3	(1.8)	-
Finance lease receivable	1.6	(0.4)	-	-	0.7
Total financial assets	79.6	290.9	31.8	(3.3)	0.7
Financial liabilities
Trade and other payables	(104.8)	7.7	(28.6)	0.5	-
Lease liabilities	(24.7)	6.5	(3.5)	0.4	(27.6)
Current borrowings	(7.8)	(32.1)	(3.2)	-	-
Non-current borrowings	(74.5)	(308.3)	(80.0)	(0.3)	-
Total financial liabilities	(211.8)	(326.2)	(115.3)	0.6	(27.6)
Net financial assets and liabilities	(132.2)	(35.3)	(83.5)	(2.7)	(26.9)

Accounting policies

Compliance statement and basis of preparation

Future plc (the Company) is incorporated and registered in England and Wales and is a public company limited by shares. The address of the Company's registered office and its registered number are given on pages 141 and 195.

The financial statements consolidate those of Future plc and its subsidiaries (the Group). The Consolidated Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and UK adopted FRSs. The principal accounting policies applied in the preparation of the consolidated financial statements published in this 2022 Annual Report are set out on pages 145 to 151. These policies have been applied consistently to all years presented, unless otherwise stated below.

These financial statements have been prepared under the historical cost convention, except for derivative financial instruments, and contingent and deferred consideration, which are measured at fair value. The going concern basis has been adopted in preparing these financial statements as stated by the Directors on page 123.

New or revised accounting standards and interpretations adopted in the year

The following standards and amendments became effective in the year:
* amendments to FRS 4, FRS 7, FRS 9, FRS 16 and IAS 39 regarding replacement issues in the context of the IBOR reform and
* amendments to FRS 16 relating to the extension of the exemption from assessing whether a COVID-19 related rent concession is a lease modification.

There has been no material impact from the adoption of new standards, amendments to standards or interpretations which are relevant to the Group.

New accounting standards, amendments and interpretations that are issued but not yet applied by the Group

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after 1 October 2022 and which the Group has chosen not to adopt early. These include the following standards which are relevant to the Group:
* amendment to IAS 1 Amendments regarding the classification of liabilities and Amendments regarding the disclosure of accounting policies;
* IAS 8 Amendments regarding the definition of accounting estimates;
* IAS 12 Amendments regarding deferred tax on leases and decommissioning obligations;
* IAS 16 Amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use;
* IAS 37 Amendments regarding the costs to include when assessing whether a contract is onerous;
* IFRS 3 Amendments updating a reference to the Conceptual Framework
* IFRS 9 Amendments relating to the fees in the '10 per cent' test for derecognition of financial liabilities
* IFRS 16 Amendments to clarify how a seller-lessee subsequently measures sale and leaseback transactions; and
* Annual Improvements to IFRS Standards 2018-2020 Cycle.

The Group does not expect that the standards and amendments issued but not yet effective will have a material impact on results or net assets.

Presentation of non-statutory measures

The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term adjusted is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit. Adjustments are made in respect of:
* Share-based payments – share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together with associated social security costs, are excluded from the adjusted results of the Group as the Directors believe they result in a level of charge that would distort the user's view of the core trading performance of the Group. Details of share-based payments are shown in note 23.
* Exceptional items – the Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its size, is material and/or is not related to the core trading of the Group so as to assist the user of the financial statements to understand the results of the core underlying operations of the Group.

The Company has applied Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) issued by the Financial Reporting Council (FRC) incorporating the Amendments to FRS 101 issued by the FRC in July 2015, and the amendments to Company law made by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
* A Cash Flow Statement and related notes
* Comparative period reconciliations for share capital and tangible fixed assets
* Disclosures in respect of transactions with wholly owned subsidiaries
* Disclosures in respect of capital management
* The effects of new but not yet effective FRSs and
* Disclosures in respect of the compensation of Key Management Personnel.

The Company produces consolidated financial statements which are prepared in accordance with International Financial Reporting Standards. As the consolidated financial statements of the Company include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
* FRS 2 Share Based Payments in respect of group settled share based payments and
* The disclosures required by FRS 7 and FRS 13 regarding financial instrument disclosures have not been provided.

As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own profit and loss account or statement of comprehensive income for the year. The profit attributable to the Company is disclosed in the footnote to the Company's balance sheet.The prior and current year impairment charges recognised in respect of acquired intangible assets has been excluded from the adjusted results of the Group as it is non-cash and relates to acquired intangible assets for which amortisation is already considered to be an adjusting item. As such it is not considered to be reflective of the core trading performance of the Group. Details of exceptional items are shown in note 5.

• Amortisation of acquired intangible assets – the amortisation charge for those intangible assets recognised on business combinations is excluded from the adjusted results of the Group since they are non-cash charges arising from non-trading investment activities. As such, they are not considered to be reflective of the core trading performance of the Group.

The following adjustments are only relevant in the context of the prior year results:

• Impact of the UK tax rate change – this was substantively enacted in the UK in May 2021 and results in tax rates increasing from 19% to 25% in 2023. This was excluded from the adjusted results of the Group as it resulted in a one-off non-cash impact on the Group's deferred tax balances and would otherwise significantly distort the Group's core tax charge.

The tax related to adjusting items is the tax effect of the items above, calculated using the standard rate of corporation tax in the relevant jurisdiction. Reference to core or underlying reflects the trading results of the Group without the impact of amortisation of acquired intangible assets, exceptional items, share-based payment expenses (relating to equity-settled share awards with vesting periods longer than 12 months), together with associated social security costs and any tax related effects that would otherwise distort the user's understanding of the Group's performance. In the prior year this also excludes the impact of the UK tax rate change and impairment charge in respect of acquired intangible assets.

A reconciliation of adjusted operating profit to profit before tax is shown below:

	2022 £m	2021 £m
Adjusted operating profit	271.7	195.8
Adjusted net finance costs (note 7)	(18.6)	(7.5)
Adjusted profit before tax	253.1	188.3
Adjusting items:
Share-based payments (including social security costs) (note 6)	(6.9)	(14.8)
Exceptional items (note 5)	(17.9)	(27.4)
Amortisation of acquired intangibles (note 12)	(58.3)	(38.3)
Profit before tax	170.0	107.8

A summary table of all measures is included below.

A reconciliation between adjusted and statutory earnings per share measures is shown in note 10.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of Future plc (the Company) and its subsidiary undertakings. Subsidiaries are all entities controlled by the Group. Control exists when the Group is either exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

| APM | Closest equivalent statutory measure | Definition # Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in sterling, which is the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at balance sheet exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, with exchange differences arising on trading transactions being reported in operating profit and with those arising on financing transactions reported in net finance costs unless, as a result of cash flow hedging, they are reported in other comprehensive income.

(c) Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
* Assets and liabilities for each balance sheet are translated at the closing rate at the date of that balance sheet.
* Income and expenses for each income statement are translated at average exchange rates.
* All resulting exchange differences are recognised as a separate component of equity and presented separately in the Consolidated statement of changes in equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

Employee benefits

(a) Pension obligations

The Group has a number of defined contribution plans. For defined contribution plans the Group pays contributions into a privately administered pension plan on a contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. Contributions are charged to the income statement as they are incurred.

(b) Share-based compensation

The Group operates a number of share-based compensation plans. The fair value of the employee services received in exchange for the grant of the awards is recognised as an expense. The total amount to be expensed over the appropriate service period is determined by reference to the fair value of the awards. The calculation of fair value includes assumptions regarding the number of cancellations and excludes the impact of any non-market vesting conditions (for example, earnings per share). Non-market vesting conditions are included in assumptions about the number of awards that are expected to vest. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity for equity-settled awards and liabilities for cash-settled awards.

The grant by the Company of share awards to the employees of subsidiary undertakings is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the Company's financial statements. Shares in the Company are held in trust to satisfy the exercise of awards under certain of the Group's share-based compensation plans and exceptional awards. The trust is consolidated within the Group financial statements. These shares are presented in the consolidated balance sheet as a deduction from equity at the market value on the date of acquisition.

(c) Bonus plans

The Group recognises a liability and an expense for bonuses taking into consideration the profit attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

Leases

Property leases are recognised on the balance sheet as a right-of-use asset and corresponding lease liability at the date the leased asset is available for use. Lease liabilities are measured at the present value of payments less lease incentives receivable. Right-of-use assets are measured equal to the value of the lease liability plus restoration costs. Lease payments are discounted using the interest rate implicit in the lease, or where not available, the incremental borrowing rate (for leases existing on transition the incremental borrowing rate). Short-term and low-value leases (as defined by FRS 16) are recognised on a straight-line basis as an expense in the income statement. Finance costs are charged to the income statement over the lease term, at a constant periodic rate of interest. Right-of-use assets are depreciated over the lease term on a straight-line basis. Each lease payment is allocated between the liability and finance cost.

Where the Group is a lessor, where the lease transfers substantially all the risks and rewards of ownership to the lessee it is classified as a finance lease. All others are accounted for as operating leases. Where the Group is an intermediate lessor, the sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease. Amounts due from lessees under finance leases are recognised as receivables at the amount of the net investment in the leases. Finance lease income reflects a constant periodic rate of return on the Group's net investment outstanding. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

Tax

Tax on the profit or loss for the year comprises current tax and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity in which case it is recognised in equity. Current tax is payable based on taxable profits for the year, using tax rates that have been enacted or substantively enacted at the balance sheet date, along with any adjustment relating to tax payable in previous years. Management periodically evaluates items detailed in tax returns where the tax treatment is subject to interpretation. Taxable profit differs from net profit in the income statement in that income or expense items that are taxable or deductible in other years are excluded – as are items that are never taxable or deductible. Current tax assets relate to payments on account not offset against current tax liabilities.

Deferred tax is provided for in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred 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 tax is determined 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 tax asset is realised or the deferred tax liability is settled in the appropriate territory. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Certain deferred tax assets and liabilities are offset against each other where they relate to the same jurisdiction and there is a legally enforceable right to offset.

Uncertain tax positions are provided for under IAS 12, with due consideration for the interpretive guidance in FRC 23. Each uncertain tax treatment is considered either separately or together with other uncertain positions in the same jurisdiction, depending on which approach better predicts the resolution of the uncertainty. The effect of the uncertainty is measured with reference to the expected value, i.e. the sum of the probability-weighted amounts in a range of possible outcomes. The expected value better predicts the resolution of the uncertainty where there is a range of possible outcomes.

Deferred tax in business combinations: In business combinations, deferred tax is calculated at the date of acquisition. Where the fair value (and therefore the acquisition accounting value) of assets acquired is different from its tax base, a deferred tax asset or liability is recognised on the temporary difference. The tax base is dependent on the expected tax deductions available in the applicable jurisdiction over the life of the asset.

Dividends

All dividend distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which they are approved.

Property, plant and equipment

Property, plant and equipment is stated at cost (or deemed cost) less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items.# Depreciation

Depreciation is calculated using the straight-line method to allocate the cost of property, plant and equipment less residual value over estimated useful lives, as follows:

• Land and buildings – 50 years or period of the lease if shorter.
• Plant and machinery – between one and five years.
• Equipment, fixtures and fittings – between one and five years.
• Right-of-use assets – lease term.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the income statement.

Intangible Assets

(a) Goodwill

Goodwill represents the difference between the cost of the acquisition and the fair value of net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to appropriate groups of cash-generating units (those expected to benefit from the business combination) and it is not subject to amortisation but is tested annually for impairment.

(b) Acquired Intangible Assets

These intangible assets have a finite useful life and are stated at cost less accumulated amortisation. Assets acquired as part of a business combination are initially stated at fair value. Amortisation is calculated using the straight-line method to allocate the cost of these intangibles over their estimated useful lives (typically between one and twenty years). Expenditure incurred on the launch of new magazine titles is recognised as an expense in the income statement as incurred.

(c) Computer Software and Website Development

Non-integral computer software purchases are stated at cost less accumulated amortisation. Costs incurred in the development of new websites are capitalised only where the cost can be directly attributed to developing the website to operate in the manner intended by management and only to the extent of the future economic benefits expected from its use. These costs are amortised on a straight-line basis over their estimated useful lives (between one and three years). Costs associated with maintaining computer software or websites are recognised as an expense as incurred.

Impairment Tests and Cash-Generating Units (CGUs)

A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill is not amortised but tested for impairment at least once a year or more frequently when there is an indication that it may be impaired. Therefore, the evolution of general economic and financial trends as well as actual economic performance compared to market expectations represent external indicators that are analysed by the Group, together with internal performance indicators, in order to assess whether an impairment test should be performed more than once a year. AS 36 Impairment of Assets requires these tests to be performed at the level of each CGU or group of CGUs likely to benefit from acquisition-related synergies, within an operating segment. Any impairment of goodwill is recorded in the income statement as a deduction from operating profit and is never reversed subsequently. Other intangible assets with a finite life are amortised and are tested for impairment only where there is an indication that an impairment may have occurred.

Recoverable Amount

To determine whether an impairment loss should be recognised, the carrying value of the assets and liabilities of the CGUs or groups of CGUs is compared to their recoverable amount. Carrying values of CGUs and groups of CGUs tested include goodwill and assets with finite useful lives (property, plant and equipment and intangible assets). The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use.

Fair value less costs to sell is the best estimate of the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the costs of disposal. This estimate is determined, on 30 September, on the basis of the discounted present value of expected future cash flows plus a terminal value and reflects general market sentiment and conditions.

Value in use is the present value of the future cash flows expected to be derived from the CGUs or group of CGUs. Cash flow projections are based on economic assumptions and forecast trading conditions drawn up by the Group's management, as follows:

• cash flow projections are based on three-year business plans
• cash flow projections beyond that time frame are extrapolated by applying a country-specific growth rate in perpetuity for both the US, Australia and the UK and
• the cash flows obtained are discounted using appropriate rates for the business and the territories concerned.

If goodwill has been allocated to a CGU and an operation within that CGU is disposed of, the goodwill associated with that operation is included in the carrying amount of the operation in determining the profit or loss on disposal. The goodwill allocated to the disposal is measured on the basis of the relative profitability of the operation disposed of and the operations retained.

Inventories

Inventories are stated at the lower of cost and net realisable value. For raw materials, cost is taken to be the purchase price on a first-in, first-out basis. For finished goods, cost is calculated as the direct cost of production. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Trade and Other Receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less a loss allowance. The Group applies the FRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. Expected loss rates, calculated based on historical credit losses, are applied to trade receivables grouped based on days past due.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and deposits held on call with banks. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

Trade and Other Payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is more likely than not that an outflow of resources will be required to settle the obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

Investments

The Company's investments in subsidiary undertakings are stated at the fair value of consideration payable, including related acquisition costs, less any provisions for impairment.

Exceptional Items

The Group considers items of income and expense as exceptional and excludes them from the adjusted results where the nature of the item, or its size, is material and/or is not related to the core trading of the Group so as to assist the user of the financial statements to understand the results of the core underlying operations of the Group. Details of exceptional items are shown in note 5.

Critical Accounting Assumptions, Judgements and Estimates

The preparation of the financial statements under FRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Group's accounting policies.

Critical Judgements in Applying the Group's Accounting Policies

The areas where the Board has made critical judgements in applying the Group's accounting policies (apart from those involving estimates which are dealt with separately below) are:

(a) Accounting for Acquisitions

Management applies judgement in accounting for acquisitions, including identifying assets arising from the application of FRS 3 Business Combinations, undertaking Purchase Price Allocation exercises to allocate value between assets acquired, including the allocation between intangible assets and goodwill, and where relevant valuing contingent consideration. Key judgements are made in respect of discount rates, growth rates, royalty rates and the estimated life of intangibles, for which sensitivity analysis has been provided in section (a) below. See note 28 for further detail.

(b) Exceptional Items

Due to the significant acquisition-related activity, there are a number of items which require judgement to be applied in determining whether they are exceptional in nature. In the current year these include acquisition-related costs of £4.7m including £2.9m and £1.2m relating to the Dennis and Who What Wear acquisitions respectively, in addition to £1.7m and £0.6m of restructuring costs attributable to the review of titles in our portfolio and building of a finance centre of excellence in Bath and a £10.9m net expense relating to onerous properties. See notes 5 and 28 for further details.(c) Determining the basis on which goodwill is allocated and monitored for goodwill impairment testing Judgements applied in the identification of cash-generating units (“CGUs”) as well as the basis on which goodwill is monitored. Goodwill cannot be monitored at a lower level than the operating segment level and although Australia is not disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because it represents less than 10% of the Group’s results (and therefore is not required to be reported separately under FRS 8 Operating segments). Given the speed of integration of acquisitions and the interdependency of revenues across the Group, both between its brands, the Media and Magazine sub-segments and globally the Directors remain comfortable with the continued identification of the UK and the US as the other primary groups of CGUs used in impairment testing, based on how goodwill is monitored. Key sources of estimation uncertainty The following is an area of key source of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year (a) Valuation of acquired intangible assets Acquisitions may result in the recognition of intangible assets, such as titles, trademarks, brands, customer lists, subscriber databases, creative services relationships, content, advertising relationships, customer relationships, publishing rights, non-compete agreements and eCommerce technology. These assets are valued using a discounted cash flow model, Multi-period Excess Earnings Method (“MEEM”), or a relief from royalty method. In applying these valuation methods, a number of key assumptions are made in respect of discount rates, growth rates, royalty rates and the estimated life of intangibles. During the year, such critical estimates have been made regarding the Dennis acquisition. The Group has assessed the sensitivity of the Dennis intangible asset values recognised to changes in key assumptions, which have been identified as revenue and forecast adjusted operating profit. A 25% increase in the forecast revenue used in the Dennis valuation models would increase the amounts recognised in respect of brands by £10.4m and subscriber relationships by £2.6m, giving rise to an increase in the deferred tax liability recognised on acquisition of £3.3m, and would reduce the level of goodwill by £9.7m. A 25% decrease in the forecast revenue used in the valuation models would decrease the amounts recognised in respect of brands by £9.4m and subscriber relationships by £2.3m, giving rise to a reduction in the deferred tax liability recognised on acquisition of £2.9m, and would reduce the Annual Report and Accounts 2022 / 151 level of goodwill by £8.8m. A 5% increase in the forecast adjusted operating profit used in the Dennis valuation models would increase the amounts recognised in respect of brands by £17.4m, subscriber relationships by £2.4m and advertiser relationships by £2.3m, giving rise to an increase in the deferred tax liability recognised on acquisition of £5.5m, and would reduce the level of goodwill by £16.6m. A 5% decrease in the forecast adjusted operating profit used in the valuation models would decrease the amounts recognised in respect of brands by £17.5m, subscriber relationships by £2.3m and advertiser relationships by £2.0m, giving rise to a reduction in the deferred tax liability recognised on acquisition of £5.5m, and would reduce the level of goodwill by £16.3m. See notes 12 and 28 for further details.

152 / Future plc Financial Statement Notes to the financial statements

1. SEGMENTAL REPORTING

The Group is organised and arranged primarily by reportable segment. The Executive Directors consider the performance of the business from a geographical perspective, namely the UK and the US. The Australian business is considered to be part of the UK segment and is not reported separately due to its size. The Group also uses a sub-segment split of Media (websites and events) and Magazines for further analysis. The Group considers that the assets within each geographical segment are exposed to the same risks.

(a) Reportable segment

(i) Segment revenue

Sub-segment	2022			2021
	Media £m	Magazines £m	Total £m	Media £m	Magazines £m	Total £m
Segment:
UK	284.2	215.3	499.5	220.4	176.2	396.6
US	251.0	74.9	325.9	202.4	7.8	210.2
Total	535.2	290.2	825.4	422.8	184.0	606.8

Transactions between segments are carried out at arm’s length.

(ii) Segment adjusted operating profit

Adjusted operating profit is used by the Executive Directors to assess the performance of each segment. Operating profit for the Media and Magazines sub-segments is not reported internally, as overheads are not fully allocated on this basis. The table below shows the impact of intra-group adjustments on the adjusted operating profit for the UK and US segments:

	2022			2021
	Adjusted operating profit prior to intra-group adjustments £m	Intra-group adjustments £m	Adjusted operating profit £m	Adjusted operating profit prior to intra-group adjustments £m	Intra-group adjustments £m	Adjusted operating profit £m
Segment:
UK	60.5	88.2	148.7	64.9	68.7	133.6
US	211.2	(88.2)	123.0	130.9	(68.7)	62.2
Total	271.7	-	271.7	195.8	-	195.8

Intra-group adjustments relate to the net impact of charges from the UK to the US in respect of management fees (for back office revenue functions such as finance, HR and IT which are largely based in the UK) and licence fees for the use of intellectual property. The increase in the year is driven by the increased operating margin achieved by the Group and the growth in media revenue in the US following acquisitions. A reconciliation of total segment adjusted operating profit to profit before tax is provided as follows:

	2022 £m	2021 £m
Adjusted operating profit	271.7	195.8
Share-based payments (including social security costs)	(6.9)	(14.8)
Amortisation of acquired intangibles	(58.3)	(38.3)
Exceptional items (note 5)	(17.9)	(27.4)
Net finance costs	(18.6)	(7.5)
Profit before tax	170.0	107.8

Annual Report and Accounts 2022 / 153

(iii) Segment assets and liabilities

	2022 £m	2021 £m	2022 £m	2021 £m	2022 £m	2021 £m
	Segment assets		Segment liabilities		Segment net assets
Segment:
UK	1,246.0	1,356.3	(629.9)	(738.3)	616.1	618.0
US	712.1	274.8	(267.5)	(30.5)	444.6	244.3
Total	1,958.1	1,631.1	(897.4)	(768.8)	1,060.7	862.3

(iv) Other segment information

	2022 £m	2021 £m	2022 £m	2021 £m	2022 £m	2021 £m	2022 £m	2021 £m
	Non-current assets		Additions to non-current assets		Depreciation and amortisation		Exceptional items
Segment:
UK	1,079.9	980.7	158.8	745.0	55.8	43.2	14.0	25.9
US	688.9	221.4	387.0	27.2	24.6	14.2	3.9	1.5
Total	1,768.8	1,202.1	545.8	772.2	80.4	57.4	17.9	27.4

The non-current assets in the table above exclude deferred tax. Other than the items disclosed above and a share-based payments charge (excluding social security costs) of £11.3m (2021: £10.0m), of which £9.5m relates to the UK segment (2021: £8.4m) and £1.8m relates to the US segment (2021: £1.6m), and impairment of acquired intangible assets of £nil (2021: £8.8m) solely relating to the UK segment, there were no other significant non-cash charges during the year.

(b) Business segment

(i) Gross profit by business segment

| Sub-segment | 2022 | | | | | 2021 | | | | |
| :---------- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | Media £m | Magazines £m | Other £m | Add back distribution expenses £m | Total £m | Media £m | Magazines £m | Other £m | Add back distribution expenses £m | Total £m |
| Segment: | | | | | | | | | | |
| UK | 203.3 | 127.5 | (136.2) | 31.1 | 225.7 | 163.5 | 109.4 | (114.1) | 21.3 | 180.1 |
| US | 224.0 | 54.3 | (80.8) | 11.4 | 208.9 | 182.6 | 4.4 | (44.8) | 1.7 | 143.9 |
| Total | 427.3 | 181.8 | (217.0) | 42.5 | 434.6 | 346.1 | 113.8 | (158.9) | 23.0 | 324.0 |

No end customer, or other single customer or group of customers under common control contributed 10% or more to the Group’s revenue in either the current or prior year. The above analysis excludes the impact of intra-group adjustments. Other relates mainly to sales, marketing and editorial related costs that are not directly attributable to Media or Magazines.

2. REVENUE

The Group applies IFRS 15 Revenue from contracts with customers. See note 1 for disaggregation of revenue by sub-segment.

Timing of satisfaction of performance obligations

Revenue is recognised in the income statement when control passes to the customer. If the customer simultaneously receives and consumes the benefits of the contract, revenue is recognised over time. Otherwise, revenue is recognised at a point in time. The table overleaf provides detail for each revenue stream:

Revenue stream

	Nature, timing and satisfaction of performance obligations	Revenue recognition
Online advertising revenue	The Group operates a number of websites with advertising space on their webpages which are sold via first party and programmatic/ third party routes. Customers can purchase by time and number of impressions. For impressions, the performance obligation is the presentation of the advert to the customer. For time-based adverts, the performance obligation is the provision of an advert over a period of time to be seen by the customer.	Revenue is recognised at the point the advert is presented to the consumer or over the period during which the advertisements are served. Principal vs agent considerations mean revenue under certain contracts is recognised on a gross basis and some is recognised on a net basis.
eCommerce revenue	The Group earns commission when purchases are made directly from third parties by consumers clicking through to these products through links on the Group’s websites. The facilitation of each product sale reflects a separate performance obligation.	Revenues related to these commissions are recognised at the time of the related product sale, less an estimate to reflect the likelihood of product returns to the retailer based on historic return rates.

154 / Future plc Financial Statement Revenue stream | | Nature, timing and satisfaction of performance obligations | Revenue recognition |
| :---------- | :------------------------------------------------------ | :------------------ |
| Online advertising revenue | The Group operates a number of websites with advertising space on their webpages which are sold via first party and programmatic/ third party routes. Customers can purchase by time and number of impressions. For impressions, the performance obligation is the presentation of the advert to the customer. For time-based adverts, the performance obligation is the provision of an advert over a period of time to be seen by the customer. | Revenue is recognised at the point the advert is presented to the consumer or over the period during which the advertisements are served. Principal vs agent considerations mean revenue under certain contracts is recognised on a gross basis and some is recognised on a net basis. |
| eCommerce revenue | The Group earns commission when purchases are made directly from third parties by consumers clicking through to these products through links on the Group’s websites. The facilitation of each product sale reflects a separate performance obligation. | Revenues related to these commissions are recognised at the time of the related product sale, less an estimate to reflect the likelihood of product returns to the retailer based on historic return rates. |# Print and digital magazine subscriptions
Subscriptions of magazines are sold online, with subscribers sent a digital or print version of the magazine every month (or multiple versions in a ‘double issue month’). Cash is received in advance (either annually or monthly via direct debit). For print subscriptions each magazine delivered represents a distinct performance obligation, whereas for digital magazines providing access to the digital content represents a distinct performance obligation. For digital magazines cash collected in advance is deferred, with revenue recognised uniformly over the term of the subscription. For print magazines cash collected in advance is deferred, with revenue recognised at a point in time when the relevant publication being subscribed to goes on sale. Principal vs agent considerations mean revenue under certain contracts is recognised on a gross basis and some is recognised on a net basis.

Magazine newsstand circulation and advertising revenue

Single issues of magazines are sold in stores and online. The provision of each issue is a separate performance obligation, which is satisfied when the issue goes on sale. Revenue is recognised at a point in time on the date that the related publication goes on sale based on the estimate of sales net of returns. Principal vs agent considerations mean revenue under certain contracts is recognised on a gross basis and some is recognised on a net basis.

Event income

The Group holds a number of events throughout the year, including shows and awards events, held physically and virtually. Revenue arises from the following: - Stand/table space; sponsorship; ticket sales; and marketing packages. Cash is collected in advance of the event. Each event is a separate performance obligation, being satisfied when the event has taken place. Cash collected in advance is deferred, with revenue recognised at a point in time when the event takes place.

Licensing revenue

Licence fees are charged for the use of the Group’s brands and content. Performance obligations are satisfied over time (for example magazine content provided each month) and at a point in time (historic content is provided up-front). Revenue is recognised on the supply of the licensed content, based on usage.

Publisher services revenue

The Martketforce business is a distributor for magazines. Performance obligations are satisfied at a point in time, when the issues go on sale. Revenue is recognised at a point in time on the date that the related publication goes on sale based on the estimate of sales net of returns.

Broadcaster productions

Television programming content is developed and produced for public broadcast. Performance obligations are satisfied over the period of the development in line with expenditure incurred. Revenue is recognised over time, with the input method used to reflect the transfer of control to the customer. Inputs include costs incurred/labour hours expended, which provide a faithful depiction of the transfer of goods and services, directly relating to the progress of development of the programmes to date, which are commissioned specifically by broadcasters.

Price comparison

Revenue from price comparison services, acquired as part of the GoCo and Mozo acquisitions in February 2021, represents amounts receivable for insurance, utilities and other product introductions, including click through fees. Performance obligations are satisfied at a point in time, being the point at which a policy is sold, a consumer signs up to a new tariff, or in limited cases when a customer clicks through to a partner website. Upon the completion of a sale, revenue is measured at the fair value of the consideration received or receivable, net of an estimate of cancellations.

Rewards

Revenue is generated through commission arrangements, primarily based on a fixed percentage of spend. Performance obligations are satisfied at a point in time, when an online voucher transaction is approved by the merchant. Upon usage of a voucher and approval by the merchant, revenue is measured net of an estimate for cancellations.

Annual Report and Accounts 2022 / 155

The table below disaggregates revenue according to the timing of satisfaction of performance obligations:

	2022			2021
	Over time £m	Point in time £m	Total revenue £m	Over time £m	Point in time £m	Total revenue £m
Total revenue	16.2	809.2	825.4	13.8	593.0	606.8

3. NET OPERATING EXPENSES

Operating profit is stated after charging:

	Adjusted results £m	Adjusting items £m	2022 Statutory results £m	Adjusted results £m	Adjusting items £m	2021 Statutory results £m
Cost of sales	(390.7)	-	(390.7)	(282.8)	-	(282.8)
Distribution expenses	(42.5)	-	(42.5)	(23.0)	-	(23.0)
Share-based payments (including social security costs)	(0.5)	(6.9)	(7.4)	(1.2)	(14.8)	(16.0)
Exceptional items (note 5)	-	(17.9)	(17.9)	-	(27.4)	(27.4)
Depreciation	(9.1)	-	(9.1)	(8.7)	-	(8.7)
Amortisation	(13.0)	(58.3)	(71.3)	(10.4)	(38.3)	(48.7)
Other administration expenses	(97.9)	-	(97.9)	(84.9)	-	(84.9)
	(553.7)	(83.1)	(636.8)	(411.0)	(80.5)	(491.5)

4. FEES PAID TO AUDITORS

	2022 £m	2021 £m
Audit fees in respect of the audit of the financial statements of the Company and the consolidated financial statements	0.63	0.56
Other assurance services 1	0.12	0.04
Other non-audit services 2	0.06	-
Total fees	0.81	0.60

1 Other assurance services relate to the interim review and covenant compliance.
2 Other non-audit services for independent verification procedures to third parties.

5. EXCEPTIONAL ITEMS

	2022 £m	2021 £m
Acquisition and integration related costs	4.7	18.6
Restructuring costs	2.3	-
Onerous property costs	10.9	-
Impairment of assets	-	8.8
Total charge	17.9	27.4

Exceptional items include acquisition and integration related costs of £4.7m, including £2.9m and £1.2m relating to the Dennis and Who What Wear acquisitions respectively, in addition to £1.7m and £0.6m of restructuring costs attributable to the review of titles in our portfolio and building of a finance centre of excellence in Bath (2021: £13.1m in respect of the GoCo acquisition and £4.5m in respect of the Dennis acquisition). A total of £10.9m has been recognised in respect of onerous properties, partly reflecting extended time frames in subletting existing onerous property leases as well as £5.7m relating to properties acquired as part of the Dennis acquisition (2021: £1.0m net expense on the exit of onerous properties). Further details in respect of the acquisitions are shown in note 28. During 2021 the impairment charge of £8.8m related to a write down of the brand and customer relationship intangible assets relating to Look After My Bills (‘LAMB’) which was acquired as part of the GoCo acquisition, by £4.4m each respectively, as a result of turbulence in the UK energy market which directly impacted the auto-switch service offering.

Annual Report and Accounts 2022 / 156

6. EMPLOYEE COSTS

	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Wages and salaries	172.3	1.8	133.9	1.9
Social security costs	15.7	-	12.7	-
Other pension costs	5.2	-	4.0	-
Share schemes - Value of employees’ services 1	11.3	-	10.1	-
Employer’s social security costs on share options	(4.1)	-	6.0	-
Total employee costs	200.4	1.8	166.7	1.9

1 In the current year, £10.7m (2021: £10.0m) relates to equity-settled and £0.6m (2021: £0.1m) to cash-settled share based payments.

Average monthly number of people (including Directors)

	Group 2022 No.	Company 2022 No.	Group 2021 No.	Company 2021 No.
Production	2,230	-	1,690	-
Administration	759	9	705	9
Total	2,989	9	2,395	9

At 30 September 2022, the actual number of people employed by the Group was 2,985 (2021: 2,527). In respect of our reportable segments 2,253 (2021: 2,027) were employed in the UK and 732 (2021: 500) were employed in the US.

Key management personnel compensation

	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Salaries and other short-term employee benefits	2.4	1.8	2.7	1.9
Post employment benefits	0.2	-	-	-
Share schemes - Value of employees’ services	3.2	-	3.5	-
Employer’s social security costs on share options	(1.6)	-	4.3	-
Total	4.2	1.8	10.5	1.9

Key management personnel are deemed to be the members of the Board of Future plc. It is this Board which has responsibility for planning, directing and controlling the activities of the Group. Zillah Byng-Thorne, Penny Ladkin-Brand and Rachel Addison were paid by Future Publishing Limited, a subsidiary company, for their services. In 2022 £0.8m (2021: £0.9m) was recharged to Future plc by Future Publishing Limited in respect of Zillah Byng-Thorne, and £0.4m was recharged in respect of Penny Ladkin-Brand. In 2021 £0.5m was recharged in respect of Rachel Addison. These recharges are included in the salaries line for the Company in the table above. Further details on the Directors’ remuneration and interests are given in the Directors’ remuneration report on pages 90 to 119. The highest paid Director during the year was Zillah Byng-Thorne (2021: Zillah Byng-Thorne) and details of her remuneration are shown on page 98.

Annual Report and Accounts 2022 / 157

7. FINANCE INCOME AND COSTS

	2022 £m	2021 £m
Interest receivable on interest-bearing loans and borrowings	-	0.2
Interest receivable on sub-leases	0.1	0.1
Total reported finance income	0.1	0.3
Interest payable on interest-bearing loans and borrowings	(13.6)	(5.1)
Amortisation of bank loan arrangement fees	(2.8)	(1.7)
Interest payable on lease liabilities	(2.3)	(1.0)
Total reported finance costs	(18.7)	(7.8)
Net finance costs	(18.6)	(7.5)

For further information in respect of the Group’s debt facilities and changes during the year see note 18.

8.TAX ON PROFIT

The tax charged in the consolidated income statement is analysed below:

	2022 £m	2021 £m
Corporation tax
Current tax on the profit for the year	43.6	30.5
Adjustments in respect of previous years	(5.3)	(0.3)
Current tax charge	38.3	30.2
Deferred tax
Origination and reversal of temporary differences
Current year charge	7.8	13.9
Adjustments in respect of previous years	1.7	(2.4)
Deferred tax charge	9.5	11.5
Total tax charge	47.8	41.7

The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are explained below:

	2022 £m	2021 £m
Profit before tax	170.0	107.8
Profit before tax at the standard UK tax rate of 19% (2021: 19%)	32.3	20.5
Release of provision for uncertain tax positions	-	(1.1)
Expenses not deductible for tax purposes	1.4	2.3
Non-deductible amortisation	-	0.5
Share-based payments	11.1	2.4
Effect of different rates of subsidiaries operating in other jurisdictions	6.6	4.7
Effect of change in tax rates	-	15.6
Difference in current and deferred tax rates	-	(0.5)
Adjustments in respect of previous years	(3.6)	(2.7)
Total tax charge	47.8	41.7

158 / Future plc Financial Statement

Included below is a reconciliation between the statutory and adjusted tax charge:

	2022 £m	2021 £m
Total statutory tax charge	47.8	41.7
Tax effect of adjusting items:
Exceptional items	4.0	1.3
Share based payments	(9.6)	(1.5)
Amortisation of acquired intangibles	12.8	12.4
Change in tax rate	-	(15.6)
Total adjusted tax charge	55.0	38.3

The Directors have assessed the Group’s uncertain tax positions and are maintaining a provision of £3.4m (2021: £3.4m). The provision for uncertain tax positions has been recognised under IAS 12, taking into account the guidance published in IFRIC 23. Further information is given in the accounting policies section on page 148. The adjusted tax charge takes into account amortisation of acquired intangible assets. The tax adjustment of £12.8m in respect of these intangibles represents a 26% effective rate on the underlying adjustment and reflects the mix of UK and US intangibles that are amortised.

1. DIVIDENDS

	2022	2021
Number of shares in issue at end of year (million)	120.9	120.6
Dividends paid in year (pence per share)	2.8	1.6
Dividends paid in year (£m)	3.4	1.6

Interim dividends are recognised in the period in which they are paid and final dividends are recognised in the period in which they are approved. On 29 November 2022 the Board proposed a dividend of 3.4p per share, totalling an estimated £4.1m, in respect of the year ended 30 September 2022, which subject to shareholder consent at the AGM, will be paid on 14 February 2023 to shareholders on the register at close of business on 20 January 2023. A dividend of 2.8p per share totalling £3.4m in respect of the year ended 30 September 2021 was paid on 9 February 2022.

Annual Report and Accounts 2022 / 159

1. EARNINGS PER SHARE

	2022 Adjusted results pence	2022 Adjusting items pence	2022 Statutory results pence	2021 Adjusted results pence	2021 Adjusting items pence	2021 Statutory results pence
Basic earnings/(loss) per share	164.4	(63.0)	101.4	134.6	(75.3)	59.3
Diluted earnings/(loss) per share	163.5	(62.6)	100.9	131.9	(73.8)	58.1

Basic earnings per share are calculated using the weighted average number of Ordinary shares in issue during the year. Diluted earnings per share have been calculated by taking into account the dilutive effect of shares that would be issued on conversion into Ordinary shares of awards held under employee share schemes. Adjusted earnings per share is based on profit after taxation which is then adjusted to exclude share-based payments (relating to equity settled share awards with vesting periods longer than 12 months) and associated social security costs, exceptional items, amortisation and impairment of intangible assets arising on acquisitions and any related tax effects. In the prior year, the results were also adjusted for the impairment charge in respect of intangible assets and the impact of the UK tax rate change.

Total Group

	2022 £m	2021 £m
Profit after tax	122.2	66.1
Adjustments to profit after tax:
Share-based payments (including social security costs)	6.9	14.8
Exceptional items	17.9	27.4
Amortisation of intangible assets arising on acquisitions	58.3	38.3
Tax effect of the above adjustments	(7.2)	(12.2)
Change in tax rate	-	15.6
Adjusted profit after tax	198.1	150.0

Weighted average number of shares in issue during the year:
* Basic 120,505,969 111,463,911
* Dilutive effect of share options 652,687 2,247,933
* Diluted 121,158,656 113,711,844

	2022 (in pence)	2021 (in pence)
Basic earnings per share	101.4	59.3
Adjusted basic earnings per share	164.4	134.6
Diluted earnings per share	100.9	58.1
Adjusted diluted earnings per share	163.5	131.9

The adjustments to profit after tax have the following effect:

	Basic earnings per share (pence)	Share-based payments (including social security costs) (pence)	Exceptional items (pence)	Amortisation of intangible assets arising on acquisitions (pence)	Tax effect of the above adjustments (pence)	Change in tax rate (pence)	Adjusted basic earnings per share (pence)	Diluted earnings per share (pence)	Share-based payments (including social security costs) (pence)	Exceptional items (pence)	Amortisation of intangible assets arising on acquisitions (pence)	Tax effect of the above adjustments (pence)	Change in tax rate (pence)	Adjusted diluted earnings per share (pence)
2022	101.4	5.7	14.9	48.4	(6.0)	-	164.4	100.9	5.7	14.8	48.1	(6.0)	-	163.5
2021	59.3	13.3	24.5	34.4	(10.9)	14.0	134.6	58.1	13.0	24.1	33.7	(10.7)	13.7	131.9

160 / Future plc Financial Statement

1. PROPERTY, PLANT AND EQUIPMENT

Group	Land and buildings £m	Plant and machinery £m	Equipment, fixtures and fittings £m	Right-of-use lease assets £m	Total £m
Cost
At 1 October 2020	3.8	7.2	1.4	21.5	33.9
On acquisition	0.6	1.0	0.3	3.4	5.3
Additions	0.7	3.2	0.3	33.9	38.1
Disposals	(1.6)	(1.0)	(0.1)	(4.8)	(7.5)
Exchange adjustments	-	-	-	(0.4)	(0.4)
At 30 September 2021	3.5	10.4	1.9	53.6	69.4
On acquisition	1.5	0.4	0.7	15.9	18.5
Additions	0.4	2.0	0.2	1.8	4.4
Disposals	-	(0.4)	-	-	(0.4)
Exchange adjustments	0.3	0.9	0.1	1.8	3.1
At 30 September 2022	5.7	13.3	2.9	73.1	95.0
Accumulated depreciation
At 1 October 2020	(1.0)	(5.9)	(0.9)	(5.2)	(13.0)
Charge for the year	(3.2)	(1.4)	(0.2)	(3.9)	(8.7)
Disposals	1.6	1.0	0.1	4.8	7.5
Impairment	-	-	-	(8.0)	(8.0)
Exchange adjustments	-	0.1	-	0.1	0.2
At 30 September 2021	(2.6)	(6.2)	(1.0)	(12.2)	(22.0)
Charge for the year	(1.0)	(2.6)	(0.4)	(5.1)	(9.1)
Disposals	-	0.4	-	-	0.4
Impairment	-	-	-	(6.6)	(6.6)
Exchange adjustments	(0.4)	(0.7)	(0.5)	(3.1)	(4.7)
At 30 September 2022	(4.0)	(9.1)	(1.9)	(27.0)	(42.0)
Net book value at 30 September 2022	1.7	4.2	1.0	46.1	53.0
Net book value at 30 September 2021	0.9	4.2	0.9	41.4	47.4
Net book value at 1 October 2020	2.8	1.3	0.5	16.3	20.9

Right-of-use assets relate to property leases. The impairment in the year of £6.6m relates to properties which became vacant during the year, see note 5 for further detail. Depreciation is included within administration expenses in the consolidated income statement.

Annual Report and Accounts 2022 / 161

1. INTANGIBLE ASSETS

Group	Goodwill £m	Publishing rights £m	Brands £m	Customer relationships £m	Subscribers £m	Other acquired intangibles £m	Other £m	Total £m
Cost
At 1 October 2020	574.3	90.5	64.3	21.7	15.6	38.4	30.0	834.8
Additions through business combinations	384.7	-	287.7	33.5	0.1	5.3	10.1	721.4
Other additions	-	-	-	-	-	-	7.4	7.4
Disposals	-	-	-	-	-	-	(0.8)	(0.8)
Exchange adjustments	(7.8)	(0.1)	(2.3)	(0.7)	(0.5)	(1.1)	(0.7)	(13.2)
At 30 September 2021	951.2	90.4	349.7	54.5	15.2	42.6	46.0	1,549.6
Additions through business combinations	302.6	-	128.4	-	62.0	19.1	1.7	513.8
Other additions	-	-	-	-	-	-	9.0	9.0
Exchange adjustments	86.4	0.5	23.5	3.3	9.2	4.7	2.5	130.1
At 30 September 2022	1,340.2	90.9	501.6	57.8	86.4	66.4	59.2	2,202.5
Accumulated amortisation and impairment
At 1 October 2020	(264.6)	(13.1)	(11.7)	(3.6)	(4.1)	(21.2)	(22.9)	(341.2)
Charge for the year	-	(9.0)	(15.7)	(5.8)	(1.8)	(6.0)	(10.4)	(48.7)
Impairment	-	-	(4.4)	(4.4)	-	-	-	(8.8)
Disposals	-	-	-	-	-	-	0.8	0.8
Exchange adjustments	1.6	0.1	0.4	0.2	0.2	0.1	0.4	3.0
At 30 September 2021	(263.0)	(22.0)	(31.4)	(13.6)	(5.7)	(27.1)	(32.1)	(394.9)
Charge for the year	-	(7.5)	(27.4)	(7.8)	(9.4)	(6.2)	(13.0)	(71.3)
Exchange adjustments	(7.6)	(0.4)	(4.3)	(1.3)	(2.0)	(2.8)	(2.1)	(20.5)
At 30 September 2022	(270.6)	(29.9)	(63.1)	(22.7)	(17.1)	(36.1)	(47.2)	(486.7)
Net book value at 30 September 2022	1,069.6	61.0	438.5	35.1	69.3	30.3	12.0	1,715.8
Net book value at 30 September 2021	688.2	68.4	318.3	40.9	9.5	15.5	13.9	1,154.7
Net book value at 1 October 2020	309.7	77.4	52.6	18.1	11.5	17.2	7.1	493.6
Useful economic lives		5-15 years	3-20 years	8-10 years	7-11 years	3-15 years	2 years

Acquired intangibles are amortised over their estimated economic lives, typically ranging between two and twenty years. See accounting policy on page 149 for further details. The other acquired intangibles category in the table above includes assets relating to customer lists, content and websites.Included within the summary of acquired intangible assets above are the following individually material assets:
- GoCo brand acquired in February 2021, with a net book value (‘NBV’) at 30 September 2022 of £241.5m, a useful economic life (‘UEL’) of 20 years and remaining amortisation period of 18.5 years;
- GoCo customer relationships acquired in February 2021, with a net book value ('NBV') at 30 September 2022 of £8.0m, a useful economic life ('UEL') of 4 years and remaining amortisation period of 2.5 years;
- Publishing rights relating to TV Weekly magazines, acquired as part of the TI Media acquisition in April 2020 with a net book value ('NBV') at 30 September 2022 of £23.0m with a UEL of 15 years and remaining amortisation period of 12.5 years;
- Dennis Brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.0m, a useful economic life (‘UEL’) of 20 years and remaining amortisation period of 19 years;
- Dennis subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £27.7m, a useful economic life (‘UEL’) of 11 years and remaining amortisation period of 10 years;
- The Week US brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £40.6m, a useful economic life (‘UEL’) of 20 years and remaining amortisation period of 19 years;
- The Week US subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £19.9m, a useful economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Kiplinger brand acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £26.5m, a useful economic life (‘UEL’) of 20 years and remaining amortisation period of 19 years;
- Kiplinger subscriber relationships acquired in October 2021, with a net book value (‘NBV’) at 30 September 2022 of £13.0m, a useful economic life (‘UEL’) of 7 years and remaining amortisation period of 6 years;
- Who What Wear brand acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £35.6m, a useful economic life (‘UEL’) of 15 years and remaining amortisation period of 14.75 years; and
- Who What Wear Advertising relationships acquired in June 2022, with a net book value (‘NBV’) at 30 September 2022 of £14.1m, a 162 / Future plc Financial Statement useful economic life (‘UEL’) of 13 years and remaining amortisation period of 12.75 years.

Any residual amount arising as a result of the purchase consideration being in excess of the value of acquired assets is recorded as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing at least annually or more frequently on the occurrence of some triggering event. Goodwill is recorded and tested for impairment on a territory by territory basis. Further details regarding the intangible assets acquired during the year through business combinations (and adjustments to fair value in respect of these intangibles) are set out in note 28. Other intangibles relate to capitalised software costs and website development costs which are internally generated.

In the prior year an impairment charge of £8.8m was recognised, relating to a write down of the brand and customer relationship intangible assets relating to LAMB which was acquired as part of the GoCo acquisition, by £4.4m and £4.4m respectively, as a result of turbulence in the UK energy market which directly impacted the auto-switch service offering (see note 5). No reasonably possible change in assumptions would result in a reduction of this impairment. Amortisation is included within administration expenses in the consolidated income statement.

Impairment assessments for goodwill

The net book value of goodwill at 30 September 2022 consists of £603.0m (2021: £532.2m) relating to the UK, £453.6m (2021: £143.3m) relating to the US and £13.0m (2021: £12.7m) relating to Australia. The basis for calculating recoverable amounts is described in the accounting policies on page 149. Trends in the economic and financial environment, competition and regulatory authorities’ decisions, or changes in competitor behaviour in response to the economic environment may affect the estimate of recoverable amounts, as will unforeseen changes in the political, economic or legal systems of some countries.

As detailed in the accounting policies on pages 149, 150 and 151 the UK, US and Australian sectors are considered to be the smallest group of cash generating units (‘CGU’) which independently generate cashflows and at which goodwill is monitored, so impairment testing has been performed at this level. Goodwill cannot be monitored at a lower level than the operating segment level and although Australia is not disclosed as a reportable segment (as outlined in Note 1 it is aggregated with the UK), this is only because it represents less than 10% of the Group’s results (and therefore is not required to be reported separately under IFRS 8 Operating segments).

Other assumptions that influence estimated recoverable amounts are set out overleaf:

At 30 September 2022
| | UK | US | AUS |
| --------------- | ----------------- | ----------------- | ----------------- |
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Source used | Three-year plans | Three-year plans | Three-year plans |
| | Discounted cash flow | Discounted cash flow | Discounted cash flow |
| Growth rate to perpetuity | 3.0% | 3.0% | 3.0% |
| Adjusted EBITDA margins* | 33.2% to 37.9% | 29.1% to 37.6% | 29.1% to 37.6% |
| Post-tax discount rate | 11.0% | 10.0% | 10.0% |
| Pre-tax discount rate | 13.8% | 12.7% | 15.1% |

• Note that EBITDA margins are after intra-group adjustments for management fees and licence charges.

At 30 September 2021
| | UK | US | AUS |
| --------------- | ----------------- | ----------------- | ----------------- |
| Basis of recoverable amount | Value in use | Value in use | Value in use |
| Source used | Three-year plans | Three-year plans | Three-year plans |
| | Discounted cash flow | Discounted cash flow | Discounted cash flow |
| Growth rate to perpetuity | 3.0% | 3.0% | 3.0% |
| Adjusted EBITDA margins assumed* | 39.0% to 45.0% | 32.0% to 35.0% | 20.0% to 21.0% |
| Post-tax discount rate | 9.0% | 6.7% | 7.1% |
| Pre-tax discount rate | 10.2% | 7.9% | 7.2% |

• Note that adjusted EBITDA margins are after intra-group adjustments for management fees and licence charges.

Annual Report and Accounts 2022 / 163

Management has determined the values assigned to each of the above key assumptions as follows:

Assumption
Approach used to determining values

Growth rate into perpetuity
This is the growth rate used to extrapolate cash flows beyond the period of the three-year plan. The rates are consistent with forecasts included in industry reports and also supported by the Group's long term average annual growth rate.

Adjusted EBITDA margins assumed
Adjusted EBITDA margin is based on budgeted and forecast margins from the Group’s three-year plan (based on past performance and management’s expectations for the future), adjusted to include intra-group management and licence charges.

Post-tax discount rate
Reflects risks relevant to each CGU and the country in which they operate.

Pre-tax discount rate
The post-tax discount rate adjusted for the impact of tax.

Adjusted EBITDA has been used in the value in use calculation as it best reflects the cash profits generated by the CGUs. Adjustment has been made for other items, such as lease expenses, which are not included within EBITDA following the adoption of IFRS 16 in the prior year. A reconciliation between adjusted EBITDA and adjusted operating profit has been included below:

	2022 £m	2021 £m
Adjusted EBITDA	293.8	214.9
Depreciation	(9.1)	(8.7)
Amortisation	(13.0)	(10.4)
Adjusted operating profit	271.7	195.8

The value in use of the UK business, US and Australia business exceeded their carrying values by £687m, £1,098m and £47m respectively. The Group has conducted sensitivity analysis of the impairment testing and has concluded that any reasonably possible change would not result in an impairment of goodwill.

13. INVESTMENTS IN GROUP UNDERTAKINGS

Company	2022 £m	2021 £m
Shares in Group undertakings
At 1 October	1,006.7	356.3
Additions	266.8	650.4
At 30 September	1,273.5	1,006.7

Additions of £266.8m include a £255.5m increased investment in Future Holdings 2002 Limited arising as a result of the capitalisation of amounts owed to the Company by other Group companies as a result of the approach to funding the Dennis acquisition and subsequent Group re-organisation. The remaining additions of £11.3m represents the fair value of share-based compensation awards granted to employees of subsidiary undertakings of Future Holdings 2002 Limited. The Directors believe that the carrying values of the investments are supported by their underlying assets.

164 / Future plc Financial Statement

14. DEFERRED TAX

The following are the major deferred tax assets and liabilities recognised by the Group, and the movements thereon, during the current and prior years.

Intangible assets £m	Share-based payments £m	Temporary differences £m	Depreciation vs tax allowances £m	Tax losses £m	Provision for uncertain tax positions £m	Total £m
At 1 October 2020	(25.8)	5.1	4.2	6.7	8.9	(0.6)
Acquisitions	(63.5)	-	(1.5)	-	-	-
Credited/(charged) to income statement	(13.2)	2.4	2.6	-	(4.0)	0.6
Credited to equity	-	11.7	-	-	-	-
Exchange adjustment	0.1	-	(0.2)	-	-	-
At 30 September 2021	(102.4)	19.2	5.1	6.7	4.9	-
Acquisitions	(43.2)	-	2.4	-	1.1	-
(Charged)/credited to income statement	10.4	(9.7)	(5.1)	(1.3)	(3.8)	-
Charged to equity	-	(7.7)	-	-	-	-
Exchange adjustment	(6.9)	0.2	(0.3)	-	0.2	-
At 30 September 2022	(142.1)	2.0	2.1	5.4	2.4	-

Certain deferred tax assets and liabilities will reverse within 12 months of the year end.# 15. TRADE AND OTHER RECEIVABLES

Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Non-current assets:
Amounts owed by Group undertakings	-	163.6	-
Current assets:
Trade receivables	98.3	-	82.5
Allowance for impairment of trade receivables	(7.1)	-	(10.6)
Trade receivables net	91.2	-	71.9
Amounts owed by Group undertakings	-	27.4	-
Other receivables	0.4	-	1.6
Prepayments and accrued income	42.7	-	24.5
Total	134.3	191.0	98.0

The Directors consider that the carrying amount of trade and other receivables approximates their fair value. The Group applies the simplified approach to recognise lifetime credit losses for trade receivables. A breakdown of the ageing (net of provision) is set out below:

Past due	Group 2022 £m	Group 2021 £m
0-30 days	2.5	1.4
31-60 days	1.5	1.1
61-90 days	2.5	1.4
91+ days	0.6	0.8
Total	7.1	4.7

As at 30 September 2022, trade receivables of £7.1m (2021: £10.6m) were impaired and provided for. The individually impaired receivables mainly relate to non-UK wholesalers in the newsstand distribution business and energy customers that have been impacted by the recent energy market disruption and advertising customers.

The movement in the Group allowance for impairment of trade receivables during the year is as follows:

Provision	Group 2022 £m	Group 2021 £m
At 1 October	10.6	6.6
Impairment losses recognised on trade receivables:
On acquisition	0.7	1.8
Provided for in the year	0.3	2.5
Receivables written off during the year	(4.9)	(0.3)
Foreign exchange movement	0.4	-
At 30 September	7.1	10.6

Trade receivables are written off to administration expenses where there is not a reasonable expectation of recovery. The primary indicator that there is not reasonable expectation of recovery would be a customer's liquidation but there are also instances where legal proceedings and/or debt recovery have not succeeded. Receivables written off during the year included amounts provided for in full on prior acquisitions.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses trade receivables are grouped by trading subsidiaries. The expected losses are based on historical credit losses for the 24 months in the period to 30 September 2022. The calculation for the current year has been amended to reflect an increased reserve due to macroeconomic uncertainties prevalent at this moment with the global pandemic and energy customers that have been impacted by the recent energy market disruption and specific reserving for acquired entities where the historical records for credit losses are not available.

The expected loss rate and the related allowance for impairment of trade receivables is split by ageing category as follows:

2022

	Current	0-30 days	31-60 days	61-90 days	90+ days	Total
Gross carrying amount of trade receivables (£m)	84.7	3.0	3.0	3.0	4.6	98.3
Allowance for impairment of trade receivables (£m)	0.6	0.5	1.5	0.5	4.0	7.1
Expected loss rate	0.7%	16.6%	50.0%	16.7%	87.0%

2021

	Current	0-30 days	31-60 days	61-90 days	90+ days	Total
Gross carrying amount of trade receivables (£m)	68.9	2.6	1.6	1.6	7.8	82.5
Allowance for impairment of trade receivables (£m)	1.7	1.2	0.5	0.2	7.0	10.6
Expected loss rate	2.5%	46.2%	31.3%	12.5%	89.7%

Credit risk

Credit checks are required for both new and existing accounts where trading exceeds a risk based de minimis threshold. Default credit terms are 30 days but can be extended for commercial reasons. Final decisions on both the customer credit limit and the extension of credit terms are made by a senior manager in the finance function who will take consideration of the following factors; trading history to date, credit status of the customer, deal profitability and any other relevant commercial factors. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security for trade receivables. All the Company’s receivables are with Group undertakings and no additional disclosure in relation to credit risk is required. Interest on £nil (2021: £nil) of the amounts owed by Group undertakings has been charged at one-month USD LIBOR plus 2%. The balance of amounts owed by Group undertakings is interest-free without any terms for repayment and so are repayable on demand.

16. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include the following for the purposes of the cash flow statements:

Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Cash and cash equivalents	29.2	0.1	324.3

As at 30 September 2021 the £300m consideration required to complete the Dennis acquisition had been drawn down and held in cash in readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition. The Group has a number of authorised counterparties with whom cash balances are held in the countries in which the Group operates. Credit risk is minimised by considering the credit standing of all potential counterparties before selecting them by the use of external credit ratings. Over 99.99% of the Group's cash and cash equivalent balance was held with counterparties with a minimum S&P credit rating of A-. The remaining balance related to cash held by the Group. The Group monitors the exposure, credit rating and outlook of all financial counterparties on a regular basis.

17. TRADE AND OTHER PAYABLES

Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Trade payables	28.8	-	25.8
Amounts owed to Group undertakings	-	33.1	-
Other taxation and social security	5.1	-	8.2
Other payables	7.2	-	11.1
Accruals	102.7	0.7	88.6
Total	143.8	33.8	133.7

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure all payables are paid within the agreed credit terms. The Directors consider that the carrying amount of trade payables approximates to their fair value. The amounts owed to Group undertakings are interest-free without any terms for repayment and so are repayable on demand.

18. FINANCIAL LIABILITIES – INTEREST-BEARING LOANS AND BORROWINGS

Non-current liabilities

Interest rate at 30 September 2022	Interest rate at 30 September 2021	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Sterling revolving loan	4.32%	1.83%	115.5	115.5	239.3
Sterling term loan	3.99%	1.83%	80.0	80.0	159.7
US dollar revolving loan	4.98%	1.84%	161.5	161.5	43.8
AUS dollar revolving loan	4.68%	1.83%	12.0	-	15.3
Total		369.0	357.0	458.1	442.8

Current liabilities

Interest rate at 30 September 2022	Interest rate at 30 September 2021	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Multi-currency overdraft	1.00%	1.00%	4.2	-	3.1
Sterling term loan	3.99%	1.83%	79.6	79.6	39.4
Total		83.8	79.6	42.5	39.4

The interest-bearing liabilities are repayable as follows:

	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
Within one year	83.8	79.6	42.5	39.4
Between two and five years	369.0	357.0	458.1	442.8
Total	452.8	436.6	500.6	482.2

In both the Group and Company tables interest bearing loans are shown net of unamortised issue costs which amounted to £5.0m (2021: £5.6m). In July 2021, the Group undertook a further Amend & Extend of its existing £350m debt facilities. The amended facilities comprise a three-year £400m RCF (repayable in July 2024 but with the ability to request two one-year extensions at lender consent), and a £200m term loan which amortises at £10m in March and June 2022 and £20m per quarter thereafter with a final bullet payment on expiry in June 2023 (with one six-month extension option at lender consent).The amended facility was secured at competitive market rates, on substantially similar terms as the previous facility, giving the Group significant headroom and flexibility to pursue its growth strategy. At 30 September 2021, the £300m consideration required to complete the Dennis acquisition had been drawn and held in cash in readiness for completion on 1 October 2021, of which £200m was restricted specifically for the acquisition. In May 2022 the Group exercised the first one year extension option and also increased the size of its Revolving Credit Facility (‘RCF’) from £400m to £500m. The enlarged and extended facility is now repayable in July 2025 and there were no changes to covenants arising as a result. In July 2022 the Group exercised its six month extension option on the Term Loan, taking the maturity date of this facility out to 31 December 2023. All material companies in the Group are guarantors to the facilities and the availability of the facilities is subject to certain covenants. The loans have a variable interest margin payable that is linked to a ratchet mechanism, subject to a minimum margin, as the Group's leverage covenant changes. This margin ranges between between 1.75% and 3.00%. In November 2022, the Group further extended its committed debt facilities with a 5 year, £400m term facility partially guaranteed by UK Export Finance. The facility, maturing November 2027, has a 12 month availability period and amortises from year 3. It was secured at competitive market rates, on substantially similar terms to, and with the same covenants as, the Groups RCF. On signing, the first £160m was utilised to prepay the Groups existing Term Loan maturing 31 December 2023. The key covenants for all facilities are set out in the following table where net debt is exclusive of non-current tax and other payables. Net debt/Bank EBITDA Leverage in respect of any Relevant Period shall not exceed 3.00:1.00 Bank EBITDA/Interest Interest Cover in respect of any Relevant Period shall not be less than 4.00:1.00 168 / Future plc Financial Statement Leverage is defined as net debt (excluding capitalised bank arrangement fees and lease liabilities, and including any non-cash ancillaries), as a proportion of Adjusted EBITDA and including the 12 month trailing impact of acquired businesses (in line with the Group’s bank covenants definition). Adjusted EBITDA is defined as earnings less interest, tax, depreciation and amortisation and also adjusted for the adjusting items set out in the accounting policies on page 146. The covenants are tested quarterly on the basis of rolling figures for the preceding 12 months and the covenant position at 30 September 2022 is set out in the following table:

18. Borrowings

	30 September 2022	30 September 2021	Covenant 2022	Covenant 2021
Net debt/Bank EBITDA	1.48 times	0.8 times	< 3.0 times	< 3.0 times
Bank EBITDA/Interest	17.2 times	19.4 times	> 4.0 times	> 4.0 times

A reconciliation between operating profit and bank EBITDA is provided in the table below:

Group	2022 £m	2021 £m
Operating profit	188.6	115.3
Exceptional items	17.9	27.4
Share-based payments	7.7	14.8
Depreciation (excluding depreciation of right-of-use assets)	4.0	4.8
Amortisation of intangible assets	71.3	48.7
Net interest payable on lease liabilities	(2.2)	(0.9)
Proforma EBITDA from acquisitions	6.4	18.8
Bank EBITDA	293.7	228.9

Proforma EBITDA from acquisitions relates to EBITDA from acquired businesses earnt prior to acquisition during the Group's FY 2022 year end.

The Group had drawn down £4.2m on its interest-bearing overdraft at 30 September 2022 (30 September 2021: £3.1m). Any drawdown forms part of the Group cash pooling arrangements and can be offset against cash balances in other Group companies. Net of pooling the Group had a net cash position of £17.8m (2021: £317.9m) and total net cash balance, including non-pool accounts of £25.0m (2021: £321.2m).

19. PROVISIONS

	Property £m	Other £m	Total £m
At 1 October 2020	5.1	-	5.1
On acquisition	0.9	-	0.9
Charged in the year	2.2	-	2.2
Utilised in the year	(2.1)	-	(2.1)
At 30 September 2021	6.1	-	6.1
On acquisition	2.5	10.9	13.4
Charged in the year	3.0	-	3.0
Utilised in the year	(2.5)	(0.1)	(2.6)
Foreign exchange movement	-	1.5	1.5
At 30 September 2022	9.1	12.3	21.4

The provision for property relates to dilapidations and obligations under short leasehold agreements on vacant property. The majority of the vacant property provision is expected to be utilised over the next three years. A provision for legal costs of £10.0m was recognised on the Dennis opening balance sheet relating to historic litigation claims, which are expected to be settled within the next 12 months. Provisions for the Company were £nil (2021: £nil).

20. OTHER NON-CURRENT LIABILITIES

Group	2022 £m	2021 £m
Lease liability due in more than one year	55.8	44.0

See note 21 for an analysis of the timings of contractual undiscounted cash flows (including interest) for lease liabilities. Annual Report and Accounts 2022 / 169

21. FINANCIAL INSTRUMENTS

The Group applies IFRS 9 Financial Instruments. For the Group’s financial assets, the following table shows the measurement categories under IFRS 9:

Financial asset	IFRS 9 classification
Cash and cash equivalents	Amortised cost
Trade and other receivables	Amortised cost

There has not been a significant impact on the carrying amounts of assets held. All financial assets and liabilities are classed as level 1.

Financial instruments by category

The designation of financial assets and liabilities under IFRS 9 has been taken at the date of initial application, therefore the prior year classifications have not been amended. The Group’s financial assets and financial liabilities are set out below:

2022

Group	Note	Amortised cost £m	Total carrying value £m	Total fair value £m
Finance lease receivable	6.1	6.1	6.1
Trade receivables net	15	91.2	91.2	91.2
Other receivables	15	0.4	0.4	0.4
Cash and cash equivalents	16	29.2	29.2	29.2
Total financial assets		126.9	126.9	126.9
Trade payables	17	(28.8)	(28.8)	(28.8)
Other liabilities	17	(110.0)	(110.0)	(110.0)
Current borrowings	18	(84.1)	(84.1)	(84.1)
Non-current borrowings	18	(373.5)	(373.5)	(373.5)
Lease liabilities	20	(67.9)	(67.9)	(67.9)
Total financial liabilities		(664.3)	(664.3)	(664.3)

2021

Group	Note	Amortised cost £m	Total carrying value £m	Total fair value £m
Finance lease receivable		1.9	1.9	1.9
Trade receivables net	15	71.9	71.9	71.9
Other receivables	15	1.6	1.6	1.6
Cash and cash equivalents	16	324.3	324.3	324.3
Total financial assets		399.7	399.7	399.7
Trade payables	17	(25.8)	(25.8)	(25.8)
Other liabilities	17	(99.4)	(99.4)	(99.4)
Current borrowings	18	(43.1)	(43.1)	(43.1)
Non-current borrowings	18	(463.1)	(463.1)	(463.1)
Lease liabilities	20	(48.9)	(48.9)	(48.9)
Total financial liabilities		(680.3)	(680.3)	(680.3)

In the tables above, total financial liabilities are shown gross of unamortised costs which amounted to £5.0m (2021: £5.6m).

170 / Future plc Financial Statement

The fair value is the amount for which a financial instrument could be exchanged between knowledgeable, willing parties. If an active market exists, the market price is applied. If an active market does not exist a discounted cash flow or generally accepted estimation and valuation technique based on market conditions at the balance sheet date is used to calculate an estimated value. The market value of financial instruments is determined by the use of valuation techniques including estimated discounted cash flows.

Treasury overview

The Group uses financial instruments where appropriate to raise funding for its operations and to manage the financial risks arising from those operations. The agreements governing the principal instruments entered into were approved by the Board. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, provide returns and benefits for shareholders. The principal financing and treasury exposures faced by the Group arise from foreign currencies, working capital management, the financing of capital expenditure and acquisitions, the management of interest rates on the Group’s debt, the investment of surplus cash and the management of the Group’s debt facilities. The Group manages all of these exposures with an objective of remaining within covenant ratios agreed with the Group’s banks, and the Group has been in compliance with its covenants during the year. These ratios are disclosed in note 18.

Currency and interest rate profile

The currency and interest rate profile of the Group’s financial assets and liabilities is shown below:

	Financial assets			Financial liabilities			Net financial (liabilities)/ assets £m
	Floating rate £m	Non- interest bearing £m	Total £m	Floating rate £m	Non- interest bearing £m	Total £m
At 30 September 2022
Currency:
Sterling	12.3	13.1	25.4	(284.2)	(161.1)	(445.3)	(419.9)
US Dollar	13.3	69.2	82.5	(161.5)	(43.5)	(205.0)	(122.5)
Euro	1.2	4.5	5.7	-	(1.2)	(1.2)	4.5
AU Dollar	2.2	1.7	3.9	(12.0)	(0.2)	(12.2)	(8.3)
Other	0.2	9.2	9.4	-	(0.6)	(0.6)	8.8
Total	29.2	97.7	126.9	(457.7)	(206.6)	(664.3)	(537.4)
At 30 September 2021
Currency:
Sterling	272.3	22.6	294.9	(447.1)	(154.4)	(601.5)	(306.6)
US Dollar	50.5	43.1	93.6	(43.8)	(16.6)	(60.4)	33.2
Euro	0.6	3.5	4.1	-	(1.5)	(1.5)	2.6
AU Dollar	0.9	1.0	1.9	(15.3)	(1.4)	(16.7)	(14.8)
Other	-	5.2	5.2	-	(0.2)	(0.2)	5.0
Total	324.3	75.4	399.7	(506.2)	(174.1)	(680.3)	(280.6)

Annual Report and Accounts 2022 / 171

Interest rate risk

Details of the interest rates on borrowings as at 30 September 2022 are set out in note 18. At 30 September 2022 the Group had £29.2m (2021: £324.3m) of interest-bearing assets. The Group is also exposed to interest rate risk as it borrows funds at floating interest rates through its bank facilities. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.# 172 / Future plc Financial Statement

Liquidity risk

The Group funds the business largely from cash flows generated from operations and long-term debt. Details of the Group’s borrowings are disclosed in note 18. The Group monitors and manages the cash for the Group and has maintained committed banking facilities as noted above to mitigate any liquidity risk it may face. If necessary, inter-company loans within the Group meet short-term cash needs. The following table shows the Group’s remaining contractual maturity for financial liabilities and derivative financial instruments. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay, including estimated interest payments but excluding amortisation of bank arrangement fees:

30 September 2022

	Less than one year £m	Between one and two years £m	Between two and five years £m	Between five and ten years £m	Over ten years £m	Total £m
Trade payables	(28.8)	-	-	-	-	(28.8)
Lease liabilities	(12.5)	(11.9)	(26.5)	(21.4)	(9.6)	(81.9)
Other liabilities	(110.0)	-	-	-	-	(110.0)
Borrowings	(103.0)	(94.5)	(304.0)	-	-	(501.5)
Total financial liabilities	(254.3)	(106.4)	(330.5)	(21.4)	(9.6)	(722.2)

30 September 2021

	Less than one year £m	Between one and two years £m	Between two and five years £m	Between five and ten years £m	Over ten years £m	Total £m
Trade payables	(25.8)	-	-	-	-	(25.8)
Lease liabilities	(4.9)	(7.0)	(18.4)	(18.1)	(11.8)	(60.2)
Other liabilities	(99.4)	-	-	-	-	(99.4)
Borrowings	(52.2)	(167.2)	(307.3)	-	-	(526.7)
Total financial liabilities	(182.3)	(174.2)	(325.7)	(18.1)	(11.8)	(712.1)

22. ISSUED SHARE CAPITAL

	2022		2021
	Number of shares	£m	Number of shares	£m
Allotted, authorised, issued and fully paid
Ordinary shares of 15p each
At 1 October	120,624,634	18.1	98,014,955	14.7
Issued as consideration for acquisition	-	-	22,608,736	3.4
Share scheme exercises	229,113	-	-	-
Share Incentive Plan matching shares	2,183	-	943	-
At 30 September	120,855,930	18.1	120,624,634	18.1

During the year 229,113 Ordinary shares with a nominal value of £34,367 were issued by the Company pursuant to share scheme exercises throughout the period. 2,183 Ordinary shares were issued under the Share Incentive Plan for a combined total cash commitment of £nil (2021: 943 ordinary shares, total cash commitment of £nil). On 17 February 2021, the Company issued 22,608,736 Ordinary shares with a value of £415.1m (share price of £18.36) as part- consideration for the acquisition of GoCo Group plc.

The Company has one class of ordinary shares with a nominal value of 15 pence each (Ordinary Shares), which does not carry the right to receive a fixed income. Each share carries the right to one vote at general meetings of the Company. There are no restrictions or agreements known to the Company that may result in restrictions on share transfers or voting rights in the Company. There are no specific restrictions on the size of a holding, on the transfer of shares, or on voting rights, all of which are governed by the provisions of the Articles of Association and prevailing legislation. Further details of acquisitions are shown in note 28.

23. SHARE-BASED PAYMENTS

The income statement charge for the year for share-based payments (and related social security costs) was £7.4m (2021: £16.0m), of which £6.9m (2021: £14.8m) is included in ‘adjusting items’ in the income statement see page 146 for a reconciliation of adjusting items). This charge has been included within administration expenses. These charges arise when employees are granted awards under the Group’s share option schemes, the Value Creation Plan (VCP), Performance Share Plan (PSP), Deferred Annual Bonus Scheme (DABS), Share Incentive Plan (SIP) or Employee Stock Purchase Plan (ESPP) and when employees are granted awards by the trustees of The Future plc Employee Benefit Trust (EBT). The charge equates to the fair value of the award and has been calculated using the Monte Carlo and Black-Scholes models, using the most appropriate model for each scheme. Assumptions have been made in these models for expected volatility, risk-free rates and dividend yields.

A reconciliation of movements in the number of options awarded under the PSP and DABS is shown below:

	2022 Number of options/awards	2021 Number of options/awards
Outstanding at 1 October	1,436,037	2,056,807
Granted	446,720	99,093
Share awards exercised	(629,474)	(659,621)
Cancelled	(60,250)	(60,242)
Outstanding at 30 September	1,193,033	1,436,037
Exercisable at 30 September	336,789	152,715

The weighted average share price at the date of exercise of share options and other share incentive awards during the year was £32.502 (2021: £23.845).

A reconciliation of movements in the number of options awarded under the VCP is shown below:

	2022 Number of units	2021 Number of units
Outstanding at 1 October	2,578,572	-
Granted	431,565	2,797,674
Cancelled	(734,201)	(219,102)
Outstanding at 30 September	2,275,936	2,578,572

The above amounts are split equally between the three VCP tranches. A total of 2,940,000 units are available for issue, 980,000 units per tranche, leaving a headroom at 30 September 2022 of 664,064 (2021: 361,428 units). Further details regarding the rules of the scheme can be found on page 101.

For options outstanding under the PSP and DABS at 30 September the weighted average exercise prices and remaining contractual lives are as follows:

	Number of options/awards	Weighted average remaining contractual life in years
	2022	2021
PSP
February 2017	5,250	5,250
November 2017	4,345	144,802
November 2018	273,032	667,600
May 2019	14,149	66,884
1 June 2019	-	16,992
1 November 2019	235,094	269,224
February 2020	50,000	50,000

174 / Future plc Financial Statement

	Number of options/awards	Weighted average remaining contractual life in years
	2022	2021
June 2020	-	17,222
July 2020	36,625	61,875
September 2020	-	2,500
February 2021	27,083	27,083
March 2021	2,500	2,500
May 2021	22,000	22,000
July 2022	10,000	-
September 2022	410,857	-
DABS
November 2015	2,663	2,663
November 2019	37,349	37,349
November 2020	42,093	42,093
February 2022	19,993	-
Total outstanding at 30 September	1,193,033	1,436,037

The weighted average exercise price for share options outstanding (as well as those granted, exercised or cancelled during the year) at 30 September2022 is £nil (2021: £nil). The fair value per share for grants made under the PSP during the year and the assumptions used in the calculation are as follows:

2022 PSP

	PSP	PSP	PSP
Grant date	14 Jul 2022	14 Jul 2022	5 Sept 2022
Share price at grant date	£17.4000	£17.4000	£15.2600
Exercise price	-	-	-
Vesting period (years)	3	3	3
Expected volatility	58.04%	-	-
Option life (years)	3	3	3
Expected life (years)	3	3	3
Risk-free rate	1.87%	-	-
Dividend yield	0.16%	-	-
Fair value 2, 5	£17.4000	£13.4911	£3,763,481
Fair value – TSR element 3	-	£9.5821	-
Fair value – EPS element 4	£17.4000	£17.4000	£15.2600

2021 PSP

	PSP	PSP	PSP
Grant date	9 Feb 2021	17 March 2021	19 May 2021
Share price at grant date	£18.6000	£18.3400	£26.5000
Exercise price	-	-	-
Vesting period (years)	3	3	3
Expected volatility	60%	60%	-
Option life (years)	3	3	3
Expected life (years)	3	3	3
Risk-free rate	0.01%	0.01%	-
Dividend yield	0.08%	0.08%	-
Fair value 2	£14.7400	£14.6100	£26.5000
Fair value – TSR element 3	£10.8800	£10.8800	-
Fair value – EPS element 4	£18.6000	£18.3400	£26.5000

Notes:

1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. The Group has used the Black-Scholes model to value instruments with non-market-based performance criteria such as earnings per share. For instruments with market-based performance criteria, notably TSR and share price performance, the Group has used a Monte Carlo model to determine the fair value.
3. 50% of PSP grants which have market-based performance criteria have been valued using a Monte Carlo model.
4. 50% of PSP grants which have non-market based performance criteria have been valued using a Black-Scholes model.
5. This award only vests to the extent Tranche 1 of the VCP does not vest therefore the fair value of Tranche 1 of the VCP is deducted from the fair value of the PSP awards granted.

Annual Report and Accounts 2022 / 175

The fair value per share for grants made under the VCP during the year and the assumptions used in the calculation are as follows:

2022 VCP

	VCP	VCP	VCP	VCP	VCP	VCP
Grant date	24 Jan 2022	24 Jan 2022	24 Jan 2022	11 Feb 2022	11 Feb 2022	11 Feb 2022
Market capitalisation at grant date	£3,624m	£3,624m	£3,624m	£3,515m	£3,515m	£3,515m
Hurdle	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m
Vesting period (years)	3	4	5	3	4	5
Expected volatility	59%	56%	53%	60%	56%	54%
Risk-free rate	0.87%	0.90%	0.93%	1.39%	1.38%	1.38%
Fair value 2	£28.70m	£24.60m	£21.48m	£30.06m	£25.69m	£22.51m

	VCP	VCP	VCP	VCP	VCP	VCP
Grant date	9 May 2022	9 May 2022	9 May 2022	15 July 2022	15 July 2022	15 July 2022
Market capitalisation at grant date	£2,346m	£2,346m	£2,346m	£2,113m	£2,113m	£2,113m
Hurdle	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m
Vesting period (years)	3	4	5	3	4	5
Expected volatility	60%	57%	54%	58%	57%	54%
Risk-free rate	1.46%	1.52%	1.59%	1.85%	1.81%	1.81%
Fair value 2	£15.06m	£14.20m	£12.85m	£11.21m	£11.75m	£11.08m

2021 VCP

	VCP	VCP	VCP	VCP	VCP	VCP
Grant date	14 Apr 2021	14 Apr 2021	14 Apr 2021	23 Jun 2021	23 Jun 2021	23 Jun 2021
Market capitalisation at grant date	£2,361m	£2,361m	£2,361m	£3,420m	£3,420m	£3,420m
Hurdle	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m	£1,903m
Vesting period (years)	3	4	5	3	4	5
Expected volatility	61%	57%	53%	61%	56%	53%
Risk-free rate	0.00%	0.00%	0.00%	0.21%	0.31%	0.41%
Fair value 2	£15.47m	£14.01m	£12.59m	£26.54m	£23.49m	£20.73m

Notes:

1. The expected volatility is based on Future’s historical volatility, averaged over a period equal to the expected life, where possible.
2. A Monte Carlo model has been used to determine the fair value. The fair values provided in this table comprise the fair value of each tranche in total, subject to a cap of £95m per tranche, rather than the value of the award.

Value Creation Plan (VCP)

The VCP was launched in the prior year. The VCP comprises three equal tranches, based on performance measured over three periods, from 1 October 2020 to: 30 September 2023; 30 September 2024; and 30 September 2025. The plan is designed to align the interests of Future employees and shareholders, by incentivising the delivery of exceptional shareholder returns over the long-term. To the extent that performance exceeds the hurdle on a measurement date, participants share 3.33% of the shareholder value created above the hurdle, subject to an overall cap of £95m per tranche. Total units awarded are 980,000 per tranche, of which a small pool is reserved for future hires and promotions. Units vest based on value created in terms of £ TSR, being the growth in Future’s market capitalisation plus net equity cash flows to shareholders (i.e. dividends plus share buybacks, less share issues), over and above a hurdle rate of return of 10% per annum. Future’s starting market capitalisation is based on the spot closing price of a share on 30 September 2020 of £19.42. Value created at each measurement date will be calculated with reference to the average closing return index over the three months ending on that date. To the extent that performance does not exceed the hurdle on a measurement date, the relevant tranche will lapse in full, immediately. There will be no re-testing allowed. Grants were made under the VCP in April 2021, June 2021, January 2022, February 2022, May 2022 and July 2022.

176 / Future plc Financial Statement

Performance Share Plan (PSP)

The PSP is a share-based incentive scheme open to the Executive Directors and certain other key employees and ‘rising stars’, usually based on a percentage of the participant’s salary. Awards under this scheme are subject to stretching performance criteria measured against a combination of Adjusted diluted earnings per share (“EPS”), and Total Shareholder Return (”TSR”) (in prior years, share price) performance, depending on the date of grant. Unless the Remuneration Committee decides otherwise at the date of grant, awards will vest three years after the date of grant subject to the participant’s continued employment within the Group and achievement of the following performance criteria.

Performance criteria in respect of awards granted during the year ended 30 September 2018:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry point of 25% vesting for the EPS element requires a 5% compound annual growth rate (CAGR), with 100% vesting at 10% CAGR. The threshold entry point of 25% vesting for the share price element requires a 5% CAGR, with 100% vesting at 9% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements. Following the completion of the rights issue in the year ended 30 September 2018 the Remuneration Committee rebased the share price targets to adjust for the impact of the Purch acquisition and associated rights issue.

Performance criteria in respect of awards granted during the year ended 30 September 2019:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s share price. The threshold entry point of 19% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 20% CAGR. The threshold entry point of 19% vesting for the share price element requires 5% CAGR, with 100% vesting at 20% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements.

Performance criteria in respect of awards granted during the year ended 30 September 2020:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of 25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 16% CAGR. The threshold entry point of 25% vesting for the TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements.

Performance criteria in respect of awards granted during the year ended 30 September 2021:
Performance metrics are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of 25% vesting for the EPS element requires a 7% CAGR, with 100% vesting at 23% CAGR. The threshold entry point of 25% vesting for the TSR element requires 6% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements. The award made in May 2021 is not subject to performance conditions.

Performance criteria in respect of awards granted during the year ended 30 September 2022:
Performance metrics are weighted 100% on the Group’s adjusted EPS. The threshold entry point of 25% vesting for the EPS element requires a % CAGR, with 100% vesting at 12% CAGR. Vesting will be on a straight line basis between the threshold and maximum. One of the awards made in July 2022 is not subject to performance conditions. The performance metric for the other award made in July 2022 are weighted 50% on the Group’s adjusted EPS and 50% on the Company’s TSR. The threshold entry point of 25% vesting for the EPS element requires a 5% CAGR, with 100% vesting at 12% CAGR. The threshold entry point of 25% vesting for the TSR element requires 5% CAGR, with 100% vesting at 15% CAGR. Vesting will be on a straight line basis between the threshold and maximum for both elements. The perfomance metric for the award made in September 2022 is 100% weighted to the Group's adjusted EPS. The threshold entry point of 25% vesting for the EPS element requires an adjusted diluted EPS of 86.5p, with 100% vesting at an adjusted diluted EPS of 104.9p or above. This award only vests to the extent that Tranche 1 of the VCP does not vest. Therefore the number of shares vesting will depend on the number of Tranche 1 shares of the VCP vesting as these will be deducted from the number of PSP shares vesting.Grants were made under the PSP in November 2018, March 2019, May 2019, June 2019, August 2019, November 2019, February 2020, June 2020, July 2020, September 2020, February 2021, March 2021 and May 2021, July 2022 and September 2022.

Deferred Annual Bonus Scheme (DABS)

The DABS is a share-based incentive scheme open to the Executive Directors and certain managers across the Group. The maximum value of any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage of that eligible participant’s annual bonus for the previous financial year. The number of shares over which an award is to be granted to each participant will usually be calculated by reference to the market value of an Ordinary share in the Company on the date of the award. For the Chief Executive, Zillah Byng-Thorne, and Chief Financial Officer, Penny Ladkin-Brand, the annual bonus for the year ending 30 September 2022 is to be paid 50% in cash in December 2022 and 50% in Future shares, deferred for two years. For Rachel Addison, who served as Chief Financial Officer until 30 October 2021, the annual bonus was paid 100% in cash in December 2021. See page 100 of the Directors' Remuneration Report for further detail. The last grant made under the DABS was in February 2022.

Annual Report and Accounts 2022 / 177

24. RESERVES

Share premium account

Share premium represents the excess of proceeds received over the nominal value of new shares issued.

Group and Company	2022 £m	2021 £m
At 1 October and 30 September	197.0	197.0

Merger reserve

	Group 2022 £m	Company 2022 £m	Group 2021 £m	Company 2021 £m
At 1 October	581.9	472.9	170.9	61.9
Premium arising on equity shares issued as consideration	-	-	411.0	411.0
At 30 September	581.9	472.9	581.9	472.9

An amount of £109.0m in the merger reserve arose in previous years following the 1999 Group reorganisation and is non-distributable. The movement in the prior year of £411.0m consisted of £411.7m relating to the premium on shares issued as consideration for the acquisition of GoCo Group plc, offset by £0.7m of related share issuance costs.

Treasury reserve

The treasury reserve represents the cost of shares in Future plc purchased in the market and held by the EBT to satisfy awards made by the trustees.

	Group 2022 £m	Group 2021 £m
At 1 October	(7.6)	(8.8)
Acquisition of own shares	(7.9)	(4.9)
Issue of treasury shares to employees	7.5	6.1
At 30 September	(8.0)	(7.6)

During the year the Company purchased 522,795 of its own shares to fund the future vesting of share options, at a total value of £7.9m. The 487,322 (2021: 414,931) shares held by the EBT represent 0.4% (2021: 0.3%) of the Company’s issued share capital. The treasury reserve is non-distributable. The issuance of treasury shares to employees relate to the settlement of PSP awards exercised in the year.

Accumulated exchange differences

The reserve for accumulated exchange differences comprises the revaluation of the Group's foreign currency entities, principally the USand Australia, on consolidation.

Share Incentive Plan (SIP)

The SIP is open to all UK employees including the Executive Directors. It is a tax efficient incentive plan pursuant to which employees are eligible to acquire up to £150 (or 10% of salary, if less) worth of Ordinary shares in the Company per month or £1,800 per annum. Under the SIP, employees are invited to subscribe for Partnership shares via salary deductions. If an employee agrees to buy Partnership shares the Company currently matches the number of Partnership shares bought with an award of Matching shares on the basis of one Matching share for every four Partnership shares. Matching share awards to date have been met by the issue of Ordinary shares to Yorkshire Building Society as Trustee of the SIP.

Employee Stock Purchase Plan (ESPP)

The Future plc Employee Stock Purchase Plan commenced during the year and is open to all employees who are employed and resident in the US. The ESPP is a tax favourable plan pursuant to which employees can save between 1% and 10% of salary (capped at $25,000 in any one calandar year) over a six month savings period, the savings from which are used for purchases of Ordinary shares in the Company at a 15% discount.

178 / Future plc Financial Statement

25. PENSIONS

The Group operates a defined contribution scheme for employees resident in the United Kingdom. In the US, the Group operates a section 401(K) profit sharing defined contribution plan in respect of pensions, which covers substantially all Future US employees. The section 401(K) plan allows employees to invest in 22 registered mutual funds at Charles Schwab Trust Bank, the plan’s custodian. The employees, not the employer, have complete control over which funds they invest in, although they have no control over the stocks owned by the funds. During the year, £5.2m (2021: £4.0m) contributions were made to these plans and at 30 September 2022 the outstanding balance due to be paid over to the plans was £1.7m (2021: £0.7m).

26. COMMITMENTS AND CONTINGENT LIABILITIES

(a) Operating lease commitments

Future minimum sub-lease receipts expected under non-cancellable operating subleases at 30 September 2022 total £3.4m (2021: £0.8m). During the year, £0.2m was recognised in the income statement in respect of operating lease rental payments for short-term and low- value leases (2021: £0.2m), and £0.5m (2021: £0.4m) was recognised in respect of sub-lease receipts. The Group also leases equipment under non-cancellable operating lease agreements.

(b) Contingent liabilities

There were no material contingent liabilities as at 30 September 2022 (2021: £nil).

(c) Capital commitments

There were no material capital commitments as at 30 September 2022 (2021: £nil).

27. RELATED PARTY TRANSACTIONS

The Group had no material transactions with related parties in 2022 or 2021 which might reasonably be expected to influence decisions made by users of these financial statements. During the year, the Company had net management fees and recharges receivable of £1.8m (2021: receivable of £1.5m) from subsidiary undertakings. The outstanding balance owed at 30 September 2022 was £1.8m (2021: £1.5m). See note 21 for details. No individuals other than the Directors meet the definition of key management personnel. Details of key management personnel compensation are set out note 6.

Annual Report and Accounts 2022 / 179

28. ACQUISITIONS

Acquisition of Dennis

On 1 October 2021, Future acquired Dennis Publishing, a leading consumer media subscriptions business, which includes trusted Wealth, Knowledge and B2B technology specialist titles such as Kiplinger, MoneyWeek, The Week & IT Pro. The consideration was £1.0m, however the acquired debt of £298.6m was required to be repaid immediately following the acquisition. Transaction fees of £4.5m were incurred as part of the acquisition in the prior year. The impact of the acquisition on the consolidated balance sheet was:

	Fair value £m
Tangible assets
- Right-of-use lease assets	11.2
- Other tangible assets	2.0
Intangible assets
- Brand	89.5
- Advertiser relationships	5.9
- Subscriber relationships	61.9
- Software	1.5
Cash and cash equivalents	0.8
Inventory	0.1
Trade and other receivables	20.9
Finance lease receivable due within 1 year	0.5
Corporation tax receivable	0.4
Trade and other receivables due in more than 1 year	0.6
Finance lease receivables due in more than 1 year	2.2
Trade and other payables	(60.7)
Lease liability due within one year	(1.9)
Financial liabilities – interest bearing loans and borrowings due in less than one year	(2.4)
Non-current liabilities
Provisions	(13.4)
Deferred income	(10.8)
Lease liability due in more than one year	(14.1)
Financial liabilities – interest bearing loans and borrowings due in more than one year	(296.2)
Deferred tax	(26.3)
Net assets acquired	(228.3)
Goodwill	229.3
Total consideration	1.0
Consideration: Cash	1.0

The acquisition has scaled the Group's 'Wealth & Savings' vertical, further diversified the Group's revenue by materially increasing the Group's recurring revenues through subscriptions and extending the Group's reach in the North American market, deepened the Group's existing presence in the 'B2B Pro Technology' vertical and enhanced the Group's 'Knowledge' vertical with high subscription rates and growth potential. Goodwill is attributable to the synergies of the combined Group and the opportunities noted above. The intangibles recognised, including goodwill, are not expected to be deductible for tax purposes. At HY 2022 provisional values were included in the above. These have since been updated and finalised to increase provisions (from £7.1m to £13.4m) to reflect additional legal costs as well as recognising a deferred tax asset of £2.7m on the basis that the costs, once settled, are expected to be tax deductible. Included within the Group’s results for the period are revenues of £129.6m from Dennis. Given that Dennis is now fully integrated and using the Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level internally. The acquisition was completed on the first day of the financial year and so the amounts included within the Group’s results reflect its ownership for the full period. Gross trade receivables were £5.6m on acquisition, of which £5.2m were expected to be recovered. The assets and liabilities acquired included an £8m receivable from the sellers related to titles not purchased.

180 / Future plc Financial Statement

Acquisition of WhatCulture

On 23 March 2022, the Group acquired WhatCulture, an entertainment-based website, for total consideration of £22.7m.WhatCulture further strengthens Future’s position in video, notably with its expertise in the monetisation on YouTube and will benefit from the Future proprietary technology stack and operating model to drive the platform effect whilst bolstering Future’s gaming and entertainment verticals, forming part of the Group’s UK cash generating unit. The impact of the acquisition on the consolidated balance sheet was:

Fair value £m
Tangible assets - Land and Buildings	0.4
Intangible assets - Brand	5.7
Cash and cash equivalents	3.6
Trade and other receivables	0.5
Trade and other payables	(0.1)
Deferred tax	(1.4)
Net assets acquired	8.7
Goodwill	14.0
Total consideration	22.7

Consideration:
Cash	18.2
Deferred consideration	4.5
Total consideration	22.7

Goodwill is attributable to the opportunities that exist to further monetise the Group’s brands and audience and is not expected to be deductible for tax purposes. Included within the Group’s results for the period are revenues of £2.1m from WhatCulture (excluding deal fees, associated integration costs, acquired intangible amortisation and interest). Given that WhatCulture is now fully integrated and using the Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level internally. If the acquisition had been completed on the first day of the financial year, it would have contributed £4.3m of revenue during the period. Gross trade receivables were £0.4m on acquisition, of which £0.4m were expected to be recovered.

Annual Report and Accounts 2022 / 181

Acquisition of Who What Wear

On 15 June 2022, the Group completed the acquisition of Who What Wear, a leading digital-only women’s lifestyle publisher based in the US from Clique Brands Inc for consideration of $127.2m. Transaction fees of £1.2m were incurred as part of the acquisition. Who What Wear is a brand highly-regarded by both consumers and advertisers with a strong social presence and diverse revenue streams ranging from digital advertising to eCommerce. The acquisition further strengthens Future’s position in the Women’s Lifestyle vertical and gives the Group greater scale and reach in North America to further monetise its audience. With Future’s content already reaching 1 in 3 adults online in the US, the transaction will accelerate Future’s scale and revenue opportunities in the US. The Group’s existing Women’s Lifestyle brands will benefit from Who What Wear’s leading direct advertising sales capabilities, whilst Who What Wear will benefit from Future’s proprietary technology stack and operating model to drive the platform effect.

The provisional impact of the acquisition on the consolidated balance sheet was:

Provisional Fair value £m
Tangible assets - Right-of-use lease assets	4.7
- Other tangible assets	0.3
Intangible assets - Brand	34.2
- Customer relationships	12.2
- Software	0.1
Cash and cash equivalents	7.1
Trade and other receivables	9.9
Trade and other payables	(6.1)
Lease liability due within one year	(1.1)
Non-current liabilities
- Lease liability due in more than one year	(3.6)
Deferred tax	(11.8)
Net assets acquired	45.9
Goodwill	59.3
Total consideration	105.2

Consideration:
Cash	105.2
Total consideration	105.2

The values included above are considered to be final other than the consideration (and any subsequent flow on impact to goodwill) as completion accounts are in the process of being finalised and agreed with the seller. Included within the Group’s results for the period are revenues of £9.0m from Who What Wear (excluding deal fees, associated integration costs, acquired intangible amortisation and interest). Given that Who What Wear is now fully integrated and using the Group’s shared back office functions it is impractical to disclose the profit before tax generated as it is not monitored at this level internally. If the acquisition had been completed on the first day of the financial year, it would have contributed £33.0m of revenue during the period. Gross trade receivables were £7.8m on acquisition, of which £7.5m are expected to be recovered.

182 / Future plc Financial Statement

29. SUBSIDIARY UNDERTAKINGS

Details of the Company’s subsidiaries at 30 September 2022 are set out below. All subsidiaries are included in the consolidation. Shares of those companies marked with an * are indirectly owned by Future plc through an intermediate holding company.

Company name and registered number	Country of incorporation and registered office	Nature of business	Holding %	Class of shares
Ascent Publishing Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Barcroft Media Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Broadleaf Bidco Limited*	England and Wales	Holding company	100	£1 Ordinary shares $1 Ordinary shares
Broadleaf Holdco Limited*	England and Wales	Holding company	100	£1 Ordinary shares
Broadleaf Midco Limited*	England and Wales	Holding company	100	£0.001 Ordinary shares
Broadleaf Newco 2 Limited*	England and Wales	Holding company	100	£0.001 A1 Ordinary shares £0.001 A2 Ordinary shares £0.001 B1 Ordinary shares £0.001 B2 Ordinary shares
Broadleaf US Bidco Inc*	USA	Holding company	100	$0.01 Ordinary shares
Circlesix Media Inc*	USA	Non-trading	100	$0.01 Ordinary shares
Clique Brands Inc*	USA	Publishing	100	$0.00001 Ordinary shares Series A Preferred Stock of $1.0000 per share Series B Preferred Stock of $4.3550 Series C Preferred Stock of $7.4560
Clique Brands UK Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Comary, Inc*	USA	Publishing	100	Not applicable
Dennis Interactive Inc*	USA	Non-trading	100	$20 Ordinary shares
Dennis Publishing Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Energylinx Limited*	Scotland	Non-trading	100	£10 Ordinary shares
Energylinx for Business Limited*	Scotland	Non-trading	100	£1 Ordinary shares
Energylinx for Business Trading Limited*	Scotland	Non-trading	100	£1 Ordinary shares
Future Holdings 2002 Limited	England and Wales	Holding company	100	£1 Ordinary shares
Future UK Finance Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Future Publishing Limited*	England and Wales	Publishing	100	10 pence Ordinary shares
Future Publishing (Overseas) Limited*	England and Wales	Publishing	100	£1 Ordinary shares
Future Publishing Holdings Limited	England and Wales	Holding company	87.5	1 pence Ordinary shares
GoCo Group Limited	England and Wales	Non-trading	100	0.0002 pence Ordinary shares
GoCompare.com Limited*	England and Wales	Price comparison website	100	£1 Ordinary shares
GoCompare.com Finance Limited	England and Wales	Non-trading	100	0.0002 pence Ordinary shares
Marketforce (U.K.) Limited*	England and Wales	Dormant	100	£1 Ordinary shares
Mozo Pty Limited*	Australia	Comparison shopping	100	$1 Ordinary shares
Sapphire Bidco Limited*	England and Wales	Non-trading	100	£1 Ordinary shares
Sapphire Midco Limited*	England and Wales	Non-trading	100	£1 Ordinary shares

Annual Report and Accounts 2022 / 183

Ascent Publ sh ng L m ted, Barcroft Med a L m ted, Broadleaf B dco L m ted, Broadleaf Holdco L m ted, Broadleaf M dco L m ted, Broadleaf Newco 2 L m ted, Cl que Brands UK L m ted, Denn s Publ sh ng L m ted, Energyl nx L m ted, Energyl nx for Bus ness L m ted, Energyl nx for Bus ness Trad ng L m ted, Future Hold ngs 2002 L m ted, Future Publ sh ng L m ted, Future Publ sh ng Hold ngs L m ted, Future Publ sh ng (Overseas) L m ted, Future UK F nance L m ted, GoCo Group L m ted, GoCompare.com L m ted, GoCompare.com F nance L m ted, The Global Voucher Group L m ted, Sapph re B dco L m ted, Sapph re M dco L m ted, Th s s the B g Deal L m ted, The Week L m ted, T Med a L m ted, Wa ve L m ted and What Culture L m ted are exempt from the requ rement to file aud ted financ al statements by v rtue of Sect on 479A of the Compan es Act 2006. Sarracen a L m ted and Marketforce (U.K.) L m ted are exempt from the requ rement to file aud ted financ al statements by v rtue of Sect on 480 of the Compan es Act 2006.

30. POST BALANCE SHEET EVENTS

UKEF

On 23 November 2022, the Group further extended its committed debt facilities with a 5 year, £400m term facility partially guaranteed by UK Export Finance. The facility, maturing November 2027, has a 12 month availability period and amortises from year 3. It was secured at competitive market rates, on substantially similar terms to, and with the same covenants as, the Group’s RCF. On signing, the first £160m was utilised to prepay the Group’s existing Term Loan maturing 31 December 2023.

Acquisition of ShortList Media Ltd

On 18 October 2022, we completed the acquisition of ShortList Media Ltd (trading as Shortlist.com), a technology website, adding the much respected technology and lifestyle brand and its archive of hundreds of evergreen articles for consideration of £0.3m. We will be able to deploy our tech stack to the website to drive monetisation, whilst growing our online users and accelerating this growth through our capabilities.```markdown

Company Name and Registered Number

Company name and registered number	Country of incorporation and registered office	Nature of business	Holding %	Class of shares
Sarracenia Limited 04582851	England and Wales	1 Dormant	100	£1 Ordinary shares
The Global Voucher Group Limited* 09051128	England and Wales	2 Voucher codes website	100	1 pence Ordinary shares
The Kiplinger Washington Editors Inc* 434902	USA	13 Publishing	100	$10 A Ordinary shares $10 B Ordinary shares
The Week Limited* 02998743	England and Wales	1 Publishing	100	£1 Ordinary shares
The Week Publications Inc* 2528945	USA	15 Publishing	100	$0.01 Ordinary shares
This is the Big Deal, Inc* 6690977	USA	13 Holding company	100	Not applicable
This is the Big Deal Limited* 08867458	England and Wales	2 Energy auto switching service	100	0.000015625 pence Ordinary shares
TI Media Limited* 00053626	England and Wales	1 Holding company	100	£1 Ordinary shares
Waive Limited* 10619147	England and Wales	1 Non-trading	100	£0.001 Ordinary shares
What Culture Limited* 07243682	England and Wales	1 Non-trading	100	£1 Ordinary shares
Next Commerce Pty Limited* 113 146 786	Australia	4 Comparison shopping	100	$1 Ordinary shares
Future Creative Media Canada Limited* BC1198396	Canada	5 Digital media publishing	100	Not applicable
Future Publishing s.r.o.* 09393951	Czech Republic	6 Non-trading	100	CZK 1 Ordinary shares
Purch Technologies Sarl* 84138050400016	France	7 Non-trading	100	Not applicable
Windsor Support Services Private Limited* U74999DL2011FTC217990	India	8 Dormant	100	Rand 10 equity shares
Next Commerce Philippines Inc* CS201517783	Philippines	9 Dormant	100	₱ Ordinary shares
Future US, LLC* 1513070	USA	12 Publishing	100	Not applicable
Future US Holdings, Inc* 6260582	USA	10 Holding company	100	Not applicable

1 Registered office Quay House, the Ambury, Bath, BA1 1UA, England
2 Registered office Imperial House, Imperial Way, Coedkernew, Newport, Wales NP10 8UH
3 Registered office C/O Womble Bond Dickinson (UK) Llp 2, Semple Street, Edinburgh, Scotland, EH3 8BL
4 Registered office Suite 3, Level 10, 100 Walker Street, North Sydney, NSW 2060, Australia
5 Registered office 1800-355 St Burrard, Vancouver Colombie Britannique V6C2G8, Canada
6 Registered office Holečkova 100/9, Smíchov, 150 00 Praha 5, Czech Republic
7 Registered office 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, France
8 Registered office Dpt 610, Prime Towers 79-80, Okhla Industrial Area, Phase 1 New Delhi New Delhi DL 110020 India
9 Registered office 2/ GC Corporate Plaza, 150 Legaspi Street, Legaspi Village, Makati, Manila, Philippines
10 Registered office 108 West 13th Street, New Castle County, Wilmington, DE 19801, USA
11 Registered office 251 Little Falls Drive, Wilmington, DE 19808, USA
12 Registered office 1401 21st Street, SER, Sacramento CA 95811, USA
13 Registered office Corporation Trust Centre, 1209 Orange Street, New Castle, Wilmington, DE 9801, USA
14 Registered office Suite D100, 117 Seaboard Lane, Franklin, Tennessee, 37067, USA
15 Registered office 5th floor, 55 West 39th Street, New York, 10018, USA

Ordinary Resolutions

1. To receive and adopt the Annual Report including the audited financial statements for the year ended 30 September 2022.
2. To declare a final dividend for the year ended 30 September 2022 of 3.4p per ordinary share payable on 14 February 2023 to shareholders on the register at the close of business on 20 January 2023.
3. To approve the Directors Remuneration Policy set out on pages 114 to 119 (inclusive) in the Annual Report.
4. To approve the Directors Remuneration Report set out on pages 90 to 113 (inclusive) in the Annual Report.
5. To re-elect Richard Huntingford as a Director of the Company.
6. To re-elect Zillah Byng-Thorne as a Director of the Company.
7. To re-elect Meredith Amdur as a Director of the Company.
8. To re-elect Mark Brooker as a Director of the Company.
9. To re-elect Hugo Drayton as a Director of the Company.
10. To re-elect Rob Hattrell as a Director of the Company.
11. To re-elect Penny Ladkin-Brand as Director of the Company
12. To re-elect Alan Newman as a Director of the Company.
13. To re-elect Angela Seymour-Jackson as a Director of the Company.
14. To reappoint Deloitte LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are to be laid before the Company.
15. To authorise the Audit and Risk Committee to decide the remuneration of the Auditor.
16. That
    a) the Directors be authorised, for the purposes of section 551 of the Companies Act 2006 (the Act), to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company
    i) in accordance with article 3 of the Company's Articles of Association, up to a maximum nominal amount of £6,042,245.91 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Act) allotted under paragraph (ii) below in excess of £12,084,491.83) and
    ii) comprising equity securities (as defined in section 560 of the Act), up to a maximum nominal amount of £12,084,491.83 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue
    b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 8 May 2024 and
    c) all previous unused authorities under section 551 of the Act shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).
17. To authorise the Company, and all companies that are its subsidiaries, at any time during the period for which this resolution has effect for the purposes of section 366 of the Companies Act 2006 to
    a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total
    b) make political donations to political organisations other than political parties not exceeding £50,000 in total and
    c) incur political expenditure not exceeding £50,000 in total,
    during the period beginning with the date of the passing of this resolution and ending following the conclusion of the Company's next Annual General Meeting or, if earlier, on 8 May 2024.
18. That the rules of the Future plc 2023 Performance Share Plan (the “PSP”), produced in draft to the meeting and a summary of the main provisions of which is set out in Explanatory Notes to the Notice of Meeting, be approved and the directors be authorised to
    a) do all such acts and things necessary to establish and give effect to the PSP and
    b) establish schedules to, or further incentive plans based on, the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the PSP.

This Notice of Meeting is important and requires your immediate attention.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Future plc will be held at 11.00am on Wednesday 8 February 2023 at Future's London office at, 121 - 141 Westbourne Terrace, Paddington, London, W2 6JR to consider and, if thought fit, pass the following resolutions. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Future plc, please forward this notice, together with the accompanying documents, as soon as possible either to the purchaser or transferee, or to the person who arranged the sale or transfer so that they can pass these documents to the purchaser or transferee.

184 / Future plc Financial Statement

SPECIAL RESOLUTIONS (19-25)

Special Resolution 19

1. That, if resolution 16 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

A. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer (but in the case of the authorisation granted under resolution 16.a), such powers shall be limited to a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the Directors may deem fit to deal with fractional entitlements, legal or practical difficulties which may arise under the laws of any overseas territory, the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or by virtue of any other matter whatsoever;

B. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £1,812,855.06; and

C.

```# H1

Special Resolution 19

That the directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Companies Act”) to allot and issue, or otherwise dispose of, ordinary shares in the capital of the Company and to grant rights to subscribe for or convert any security into ordinary shares in the capital of the Company (“Equity Securities”) for a term expiring at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 8 May 2024), but in each case during that term, the Company may make offers, and enter into agreements, which would, or would otherwise require, the allotment of Equity Securities or the disposal of treasury shares after that expiry date and the directors of the Company may allot Equity Securities and dispose of treasury shares under any such offer or agreement as if the authority conferred by this resolution had not expired, provided that the aggregate nominal amount of Equity Securities allotted or disposed of by the directors of the Company pursuant to this resolution shall not exceed £1,812,855.06, provided further that the directors of the Company may, if they think fit, allot Equity Securities or dispose of treasury shares in excess of the foregoing limit where such allotment or disposal by the directors of the Company is made (i) in connection with an ordinary share offer by way of rights issue or other offer of ordinary shares pro rata to all holders of ordinary shares (including pursuant to any specific requirements for the allotment of shares to holders of options or in relation to any employee share schemes), or (ii) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Dissiplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice (the Statement of Principles), such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 May 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Special Resolution 20

1. That if resolution 16 is passed, the Board be authorised in addition to any authority granted under resolution 19 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be A. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,812,855.06 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles and B. limited to the allotment of equity securities or sale of treasury shares otherwise than under paragraph (A) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 May 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Special Resolution 21

1. That, in accordance with the Company's Articles of Association, a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

Special Resolution 22

1. THAT, the amount of £472,951,225 standing to the credit of the merger reserve be capitalised and applied in paying up in full at par such number of new B Ordinary shares (the “B Ordinary Shares”) equal to the number of Ordinary Shares in issue as at 6.30 p.m. on the Business Day immediately preceding the Business Day of the Court hearing to confirm the Reduction of Capital (the “Capital Reduction Record Time”), such B Ordinary Shares having a nominal value equal to the sum that is obtained by dividing the number of B Ordinary Shares to be issued as set out above into £472,951,225, as shall be required to effect such capitalisation, and the directors of the Company be and are hereby authorised for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to allot and issue all of the B Ordinary Shares thereby created to such members of the Company as the directors of the Company shall in their absolute discretion determine upon terms that they are paid up in full by such capitalisation, and such authority shall for the purposes of section 551 of the Companies Act expire on the conclusion of the next annual general meeting of the Company, or, if earlier, 7 February 2024.

Special Resolution 23

1. THAT, the B Ordinary Shares created and issued pursuant to resolution 22 above shall have the following rights and restrictions: (a) the holder(s) of the B Ordinary Shares shall have no right to receive any dividend or other distribution whether of capital or income; (b) the holder(s) of the B Ordinary Shares shall have no right to receive notice of or to attend or vote at any general meeting of the Company; (c) the holder(s) of the B Ordinary Shares shall on a return of capital in a liquidation, but not otherwise, be entitled to receive the nominal amount of each such share but only after the holder of each Ordinary Share shall have received the amount paid up or credited as paid up on such a share and the holder(s) of the B Ordinary Shares shall not be entitled to any further participation in the assets or profits of the Company; (d) a reduction by the Company of the capital paid up or credited as paid up on the B Ordinary Shares and the cancellation of such shares will be treated as being in accordance with the rights attaching to the B Ordinary Shares and will not involve a variation of such Annual Report and Accounts 2022 / 185 rights for any purpose. The Company will be authorised at any time without obtaining the consent of the holder(s) of the B Ordinary Shares to reduce its capital in accordance with the Companies Act; and (e) the Company shall have irrevocable authority at any time after the allotment or issue of the B Ordinary Shares to appoint any person to execute on behalf of the holders of such shares a transfer thereof and/or an agreement to transfer the same without making any payment to the holders thereof to such person or persons as the Company may determine and, in accordance with the provisions of the Companies Act, to purchase or cancel such shares without making any payment to or obtaining the sanction of the holders thereof and pending such a transfer and/or purchase and/or cancellation to retain the certificates, if any, in respect thereof, provided also that the Company may in accordance with the provisions of the Companies Act purchase all but not some only of the B Ordinary Shares then in issue at a price not exceeding £1.00 for all the B Ordinary Shares.

Special Resolution 24

1. THAT, subject to the B Ordinary Shares having been allotted and issued, and subject to the confirmation of the Companies Court, London (the “Court”), the capital of the Company be reduced by cancelling and extinguishing the B Ordinary Shares allotted and issued pursuant to resolution 23 above and the amount of such reduction be and is hereby credited to the reserves of the Company.

Special Resolution 25

1. THAT, subject to the confirmation of the Court, the share premium account of the Company be and is hereby cancelled and the amount of such reduction be and is hereby credited to the reserves of the Company.

EXPLANATION OF RESOLUTIONS

Ordinary resolutions

For each of the following resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 1: RECEIPT OF ANNUAL REPORT

The Directors present to shareholders at the AGM the Reports of the Directors and Auditor and the financial statements of the Company for the year ended 30 September 2022.

Resolution 2: APPROVAL OF THE FINAL DIVIDEND

This resolution seeks shareholder approval to pay a final dividend of 3.4p per ordinary share for the year ended 30 September 2022. The dividend, if approved, will be payable on 14 February 2023 to shareholders on the register at the close of business on 20 January 2023.

Resolution 3: APPROVAL OF THE REMUNERATION POLICY

As the resolution to approve the 2021 Remuneration Report at the February 2022 AGM was not supported by the simple majority required for it to be passed, the Remuneration Policy is required to be submitted for a binding vote at this year's AGM. Over the past year, we have consulted widely with our largest shareholders on proposals for our Directors' Remuneration Policy (Remuneration Policy). We are proposing some changes to the Remuneration Policy this year, as set out on pages 114 to 119. The Board believes that the amended Remuneration Policy offers greater strategic flexibility and alignment with the Company's strategy. The Remuneration Policy is set out on pages 114 to 119 (inclusive) of the Annual Report.

Resolution 4: APPROVAL OF THE DIRECTORS’ REMUNERATION REPORT

Resolution 4 seeks shareholder approval for the Directors' Remuneration Report on pages 90 to 113 of the Annual Report. The FY 2022 annual report on remuneration gives details of the implementation of the Company's Remuneration Policy, approved by shareholders at the AGM in February 2021, in terms of the payments and share awards made to the Directors in connection with their performance and that of the Company during the year ended 30 September 2022. It also gives details of how the Company intends to apply the Remuneration Policy in practice for FY 2023. This vote is advisory and the Directors' entitlement to remuneration is not conditional on it. The Company's Auditor during the year, Deloitte LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 126 to 136 of the Annual Report.

Resolutions 5-13: ELECTION AND RE-ELECTION OF DIRECTORS

A biography of each Director, including a description of the skills and experience they contribute to the Board, appears on pages 78 to 79 of the Annual Report and is also available on the Company's website at www.futureplc.com/who-we-are/. In accordance with the recommendations of the UK Corporate Governance Code, every Director is required to retire from office at every AGM.# Resolutions 14-15: APPOINTMENT OF AUDITOR AND AUDITOR’S REMUNERATION

An independent auditor is required to be appointed at each general meeting at which accounts are presented to shareholders. Under Resolution 14 the Directors propose to reappoint Deloitte LLP as the Company’s independent auditor. More information about the decision to appoint Deloitte LLP can be found in the Audit and Risk Committee report on page 89. Resolution 15 seeks shareholder authorisation for the Audit and Risk Committee to decide the Auditor’s fee, which is standard practice.

Resolution 16: AUTHORITY TO ALLOT SHARES

At the AGM last year, the Directors were given the authority to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the 2023 AGM or, if earlier, on 3 May 2023. It is proposed to renew this authority and to authorise the Directors under section 551 of the Companies Act 2006 to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring at the conclusion of the 2024 AGM or, if earlier, close of business on 8 May 2024. This resolution, which follows the guidelines issued by the Investment Association, will allow the Directors to:

a) allot ordinary shares up to a maximum nominal amount of £6,042,245.91 representing approximately one third (33.33 per cent) of the Company’s existing issued share capital and calculated as at 5 December 2022 and Notice of Annual General Meeting 186 / Future plc Financial Statement
b) allot ordinary shares on a pre-emptive basis by way of a rights issue to ordinary shareholders up to a maximum nominal amount (including any shares allotted under the paragraph above) of £12,084,491.83 representing approximately two thirds (66.67 per cent) of the Company’s existing issued share capital and calculated as at 5 December 2022.

The Directors have no present intention of allotting shares under this resolution, but believe that the flexibility allowed by this resolution may assist them in taking advantage of business opportunities as they arise. If they do exercise this authority, the Directors intend to follow best practice as recommended by the Investment Association. As at 5 December 2022 the Company does not have any shares in treasury.

Resolution 17 AUTHORITY TO MAKE POLITICAL DONATIONS

It remains the policy of the Company not to make political donations or to incur political expenditure, as those expressions are normally understood. However, following broader definitions introduced by the Act, the Directors continue to propose a resolution designed to avoid inadvertent infringement of these definitions. The Act requires companies to obtain shareholders’ authority for donations to registered political parties and other political organisations totalling more than £50,000 in any 12 month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could also include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or to influence support for any particular political party.

Resolution 18 PERFORMANCE SHARE PLAN

The Company wishes to obtain shareholder approval for the Future plc 2023 Performance Share Plan (the PSP). The PSP will replace the Company’s existing Performance Share Plan which was last approved by shareholders on 4 February 2015, and is due to expire on 3 February 2025. The Company conducted a remuneration review during 2022 and following this review a number of changes have been proposed in the new Remuneration Policy, as outlined in the explanatory note relating to resolution 3 above. In line with the proposed Remuneration Policy, and in order to implement it, the Company wishes to obtain shareholder approval for the PSP. The PSP will be used for awards made after the date of the AGM. The main provisions of the PSP are summarised below and resolution 18 proposes the approval of this plan. The resolution also gives the Directors the authority to establish schedules to the PSP, or separate plans, that are commercially similar, for the purposes of granting awards to employees and Executive Directors who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the PSP.

1. Constitution
   The operation of the PSP will be overseen by the Remuneration Committee, whose decisions are final and conclusive.

2. Participating Companies
   The PSP may apply to employees of the Company and any member of the Group.

3. Eligibility
   All employees (including employed Directors) of the Group will be eligible for participation in the PSP. The Remuneration Committee will, at its discretion, select who will receive awards under the PSP (Awards). Those selected will be senior employees who have been identified as able to influence the performance of the Company and the value delivered to shareholders.

4. Timing and structure of Awards
   Awards may be granted within the 42 day period following:

   • the Company announcing its results for any period
   • shareholder approval of the PSP
5. the announcement or implementation of any legislative or regulatory change which affects share plans or any other time when the Remuneration Committee considers there are exceptional circumstances which justify the granting of Awards.

Awards will be structured as conditional share awards or nil cost options or phantom awards (a conditional right to a cash sum, linked to the value of a number of notional shares). Unless otherwise permitted in the Remuneration Policy, phantom awards will not be made to Executive Directors. Awards will be in respect of ordinary shares in the capital of the Company ("Shares"). No payment is required for the grant of an Award. Awards are not transferable, except on death. Awards are not pensionable.

1. Individual limit
   Individual limits for Executive Directors will be as set out in the applicable Remuneration Policy from time to time. For other participants, the Awards will be granted in accordance with any applicable policies that may impose participation limits on such Awards.

2. Vesting of Awards
   Awards shall ordinarily vest on the expected vesting date for the Award or, if later, when the Remuneration Committee determines the extent to which any performance conditions or other conditions have been satisfied. Awards granted to Executive Directors shall not have an expected vesting date set earlier than the third anniversary of the Award’s grant date, or such other period as may be set out within the Remuneration Policy. Where Awards are granted in the form of options, once vested such options will then be exercisable up until the tenth anniversary of grant (or such shorter period specified by the Remuneration Committee at the time of grant) unless they lapse earlier. Shorter exercise periods shall apply in the case of good leavers or vesting of Awards in connection with corporate events. Vesting can be prevented or delayed by dealing restrictions or an ongoing investigation into malus or clawback. Exceptionally, the Remuneration Committee may decide that Awards may be settled in cash instead of Shares.

3. Performance conditions
   The extent of vesting of Awards will be subject to performance conditions set by the Remuneration Committee. The terms of the performance conditions for Awards to the Company’s Executive Directors shall be set in line with the applicable Remuneration Policy from time to time and shall include a performance period of not less than three years or such other period as may be set out in the Remuneration Policy. The terms of the PSP include discretion for the Remuneration Committee to vary or waive the performance conditions applying to Awards following their grant if an event has occurred which causes the Remuneration Committee to consider that it would be appropriate to amend Annual Report and Accounts 2022 / 187 the performance conditions, provided the Remuneration Committee considers the varied targets are fair and reasonable and not materially less or more challenging than the original performance conditions were intended to be at the Award Date.

4. Holding Period
   Awards granted to Executive Directors of the Company will be subject to a holding period consistent with the Remuneration Policy. Awards granted to other participants may be subject to a holding period of a length determined at the time of grant and consistent with any relevant policies.

5. Leaving employment
   As a general rule, upon a participant’s termination of employment with the Group: if a participant’s Award has already vested, their Award will continue under the Plan and in the case of an option will remain exercisable for a period of six months (12 months if the participant has died) and if a participant’s Award has not yet vested, it will lapse. However, if a participant ceases to be an employee because of death, injury, ill health, disability, redundancy, retirement with the agreement of their employing company, or the business for which they work being sold out of the Group, or in other circumstances at the discretion of the Remuneration Committee, then their Award will not lapse. If the participant has died, the Award will vest on the date of death.n other c rcumstances, the Award w ll normally: vest on the same t metable and subject to the same performance cond t ons stated n the r Award and be pro rated, to reflect the per od up unt l leav ng employment relat ve to the normal vest ng per od. Alternat vely, n such good leaver c rcumstances ( nclud ng n the case of a d scret onary good leaver), the Remunerat on Comm ttee can dec de to pro rate a good leaver Award to a d fferent extent ( nclud ng to n l) f t regards t as appropr ate to do so n the c rcumstances, or can dec de that the part c pant s Award w ll vest when they leave, n wh ch case the Remunerat on Comm ttee w ll determ ne the extent to wh ch the performance cond t ons w ll be treated as hav ng been met, as measured by reference to the t me up unt l the part c pant leaves. f an Execut ve D rector who s deemed to be a good leaver by v rtue of the r ret rement subsequently becomes employed as a d rector by another company (other than n a voluntary role) w th n 12 months of ret r ng , the r good leaver treatment w ll effect vely be reversed: f the new employment occurs before settlement, the Award w ll lapse or f the new employment occurs after settlement, the Board may seek re mbursement of the Shares or cash rece ved pursuant to those Awards.

6. Corporate events
   n the event of a takeover or w nd ng up of the Company (not be ng an nternal corporate reorgan sat on) all Awards w ll vest: on or w th n one month after complet on of the corporate event pro rata to reflect the per od up to the date of the corporate event relat ve to the normal vest ng per od and to the extent the Remunerat on Comm ttee est mates that the performance cond t ons would have been sat sfied over the performance per od. he Remunerat on Comm ttee can dec de to pro rate an Award to a d fferent extent f t regards t as appropr ate to do so n the c rcumstances. Any hold ng per od and/or malus and clawback prov s ons w ll cont nue to apply unless the Remunerat on Comm ttee dec des otherw se. n the event of a change of control f agreed w th the acqu r ng party, the Remunerat on Comm ttee may dec de that Awards w ll be replaced by equ valent new awards over Shares n the acqu r ng company.

7. Shares Available for the PSP
   he PSP may operate over new ssue shares, treasury shares or shares purchased n the market. Awards cannot be made under the PSP f they would cause the total plan shares to exceed 10%, or the d scret onary plan shares to exceed 5%, of the ord nary share cap tal of the Company n ssue mmed ately before the Awards are made. he total plan shares figure looks at the total number of new ssue or treasury shares that have been used to sat sfy Awards n the prev ous 10 years (or could st ll be used to sat sfy Awards) granted under the PSP or any other employee share plan operated by the Company. he d scret onary plan shares figure s calculated n the same way, except t appl es only to d scret onary employee share plans operated by the Company ( nclud ng the PSP) and t excludes any Shares subject to awards made under any d scret onary share plans pr or to 1 October 2021. reasury shares w ll count as new ssue shares for the purposes of these l m ts unless nst tut onal nvestor gu del nes prov de that they need not count.

8. Participants’ rights
   Awards settled n Shares w ll not confer any shareholder r ghts unt l the Awards have vested or the opt ons have been exerc sed as relevant and the part c pants have rece ved the r Shares.

9. Dividend equivalent
   he Remunerat on Comm ttee may dec de at the t me of grant that an Award w ll nclude the r ght to rece ve a payment ( n cash or Shares) of an amount equ valent to the d v dends that would have been payable on an Award s vested Shares between the date of grant and the vest ng of the Award. h s amount may assume the re nvestment of d v dends and shall be pa d at the same t me as the del very of the related Shares (or cash payment as relevant).

10. Malus and clawback
    Awards w ll be subject to the Company s malus and clawback pol cy.

11. Issues and Reorganisations
    n the event of a var at on n share cap tal or r ghts ssue or other nternal corporate reorgan sat on, the Remunerat on Comm ttee may adjust the number or class of Shares to wh ch an Award relates n such manner as t th nks appropr ate.

12. Amendments
    he PSP may be amended by the Remunerat on Comm ttee n any way at any t me, prov ded that the Company w ll obta n Shareholder approval pr or to mak ng any amendments wh ch are to the advantage of part c pants (present or future) and wh ch relate to any of the follow ng:

13. the persons who may rece ve Shares or cash under the PSP
14. the total number or amount of Shares or cash that may be del vered under the PSP
15. the max mum ent tlement for any part c pant
16. the bas s for determ n ng a part c pant s ent tlement to, and the terms of, Shares or cash prov ded under the PSP
17. the r ghts of a part c pant n the event of a cap tal sat on ssue, r ghts ssue, open offer, sub d v s on or consol dat on of shares, reduct on of cap tal, any other var at on of cap tal or to the prov s on n the rules requ r ng shareholder approval for changes.

Notice of Annual General Meeting 188 / Future plc Financial Statement here s an except on for m nor amendments to benefit the adm n strat on of the PSP, to comply w th or take account of a change n leg slat on and/or to obta n or ma nta n favourable tax, exchange control or regulatory treatment of any member of the Group or any present or future part c pant. No change may be made to the mater al d sadvantage of one or more part c pants n respect of subs st ng r ghts w thout the wr tten consent of the affected part c pant(s) or unless all such d sadvantaged part c pants have been asked for the r consent and a major ty of those who respond g ve consent. S m lar except ons for m nor amendments as apply to the shareholder approval requ rement apply to the obl gat on to seek part c pant consent.

1. Overseas plans
   he shareholder resolut on to approve the PSP w ll allow the Company to establ sh further plans or schedules for overseas terr tor es, any such plan or schedule to be s m lar to the PSP, but mod fied to take account of local tax, exchange control or secur t es laws, prov ded that any Shares made ava lable under such further plans or schedules are treated as count ng aga nst the l m ts on nd v du al and overall part c pat on n the PSP.

2. Termination
   he PSP w ll term nate 7 February 2033 save that the Remunerat on Comm ttee may at any t me pr or to that date term nate t, but the r ghts of ex st ng part c pants w ll not thereby be affected. n the event of term nat on no further awards w ll be made. h s summary does not form part of the rules of the PSP and should not be taken as affect ng the nterpretat on of the r deta led terms and cond t ons. he Board reserves the r ght to amend or add to the rules of the PSP up unt l the t me of the annual general meet ng, prov ded that such amendments or add t ons do not confl ct n any mater al respect w th th s summary.

Special Resolutions
For each of the follow ng resolut ons to be passed, at least 75 per cent of the votes cast must be n favour of the resolut on.

Resolution 19 and 20: DIRECTORS’ GENERAL POWERS TO DISAPPLY PRE-EMPTION RIGHTS
At last year s meet ng, spec al resolut ons were passed, under sect ons 570 and 573 of the Act, empower ng the Board to allot equ ty secur t es for cash w thout a pr or offer to ex st ng shareholders. Resolut ons 19 and 20 w ll renew and, n the case of follow on offers of a k nd contemplated by paragraph 3 of Sect on 2B of the Statement of Pr nc ples only, extend these author t es. n l ne w th the gu dance set out n the Statement of Pr nc ples, f approved, resolut on 19 w ll author se the Board to allot equ ty secur t es (as defined n the Act) for cash and/or to sell ord nary shares held by the Company as treasury shares for cash on a non pre empt ve bas s. he author ty w ll be l m ted to:
( ) the allotment for r ghts ssues and other pre empt ve ssues
( ) the allotment of equ ty secur t es or sale of treasury shares (otherw se than under paragraph (a) above) up to a nom nal amount of £1,812,855.06, wh ch represents approx mately 10 per cent of the ssued share cap tal of the Company as at 5 December 2022
and
( ) the allotment of equ ty secur t es or sale of treasury shares (otherw se than under ( ) or ( )) up to a nom nal amount of equal to 20 per cent of any allotment of equ ty secur t es or sale of treasury shares from t me to t me under ( ), such author ty to be used only for the purposes of mak ng a follow on offer of a k nd contemplated by paragraph 3 of Sect on 2B of the Statement of Pr nc ples. n l ne w th the gu dance set out n the Statement of Pr nc ples, f approved, r n l ne w th the gu dance set out n the Statement of Pr nc ples, f approved, resolut on 20 w ll add t onally author se the Board to allot equ ty secur t es and/or sell ord nary shares held by the Company as treasury shares for cash on a non pre empt ve bas s.# Future plc

NOTICE OF ANNUAL GENERAL MEETING

Business to be transacted at the Annual General Meeting

The Directors of Future plc (the “Company”) are proposing the following resolutions at the Annual General Meeting. The Directors recommend that you vote in favour of all these resolutions.

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Resolutions 19 and 20: Authority to allot shares

(a) Authority to allot shares for financing a specified acquisition or capital investment

The directors of the Company will be limited to:
( ) the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,812,855.06, which represents approximately 10 per cent of the issued share capital of the Company as at 5 December 2022, for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles and which is announced at the same time as the allotment, or has taken place in the preceding twelve month period and is disclosed in the announcement of the allotment and
( ) the allotment of equity securities or sale of treasury shares (otherwise than under ( )) up to a nominal amount of equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under ( ), such authority to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles.

The authorities granted under resolutions 19 and 20 will apply until the conclusion of the next Annual General Meeting or, if earlier, the close of business on 8 May 2024.

Resolution 21: Notice of General Meetings

The notice period for general meetings, as governed by the Companies Act 2006, is 21 days. The notice can be less if the shareholders approve a shorter notice period, however it cannot be shorter than 14 clear days. AGMs cannot be held at shorter notice and must always be held on at least 21 clear days' notice.

At last year’s AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice and it is proposed that this authority be renewed. The authority granted by this resolution, which will be proposed as a special resolution, if passed, will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed.

Note that if a general meeting is called on less than 21 clear days' notice, the Company will arrange for electronic voting facilities to be available to all shareholders. The flexibility offered by this resolution will be used where, taking into account the circumstances and noting the recommendations of the UK Corporate Governance Code, the Directors consider this appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.

Resolutions 22, 23, 24 and 25: Capital Reduction

Expected timetable of principal events re Share Capital Reduction

Event	Date/Time
Publication of this document	15 December 2022
Latest time and date for receipt of Forms of Proxy	11.00 am on 6 February 2023
Annual General Meeting	11.00 am on 8 February 2023
Expected date of the first Court hearing for initial directions	On or around 20 February 2022
Capital Reduction Record time	6.30 p.m. on the Business Day preceding the Court hearing to confirm the Reduction of Capital
Expected date of the second Court hearing to confirm the Reduction of Capital	On or around 14 March 2023
Effective Date of the Reduction of Capital	Business Day after the Court order confirming the Reduction of Capital

Notes:
a) Each of the times and dates set out above is based on current expectations and is subject to change. If any of the above times and/or dates is changed, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
b) All above references to times are to London (GMT) times.

Proposed Reduction of Capital

Introduction

The proposals recommended by the Board of Directors (the “Board”) of Future plc (the “Company”) to:
* cancel the amounts standing to the credit of the Company’s share premium account (the “Share Premium Reduction”) and
* capitalise the amounts standing to the credit of the Company’s merger reserve by issuing B Ordinary Shares in the capital of the Company and thereafter cancel such B Ordinary Shares (the “Merger Reserve Reduction”),

the Share Premium Reduction and the Merger Reserve Reduction being together the “Reduction of Capital”.

Background to and reasons for Reduction of Capital

The Board has decided that it is now appropriate to seek to cancel the Company’s share premium account and increase the distributable reserves of the Company. A share premium account is a non-distributable reserve and, accordingly, the purposes for which the Company can use it are extremely limited. Additionally, the Company holds a merger reserve. In order to capitalise this reserve, the Board has decided it is appropriate to issue B Ordinary Shares in the capital of the Company and thereafter to cancel such B Ordinary Shares. This will further increase the distributable reserves of the Company.

The Reduction of Capital, if approved, would create distributable reserves that would give the Company further flexibility to deliver shareholder returns over the coming years either in the form of distributions and/or purchases of the Company’s own shares. It is expected that the Reduction of Capital, if confirmed by the Court, will create additional distributable reserves to the value of £669,820,258.

You should note that the Reduction of Capital is conditional upon the approval of Shareholders at the Annual General Meeting and also the confirmation of the Court, as further detailed in paragraph (c) (“Procedure to effect the Reduction of Capital”) and paragraph (d) (“Other Matters Concerning the Reduction of Capital”) below.

In seeking approval of the Reduction of Capital, the Directors are not indicating any commitment, and, at the date of this document, do not have any immediate intention, to make any distributions or to buy back any Ordinary Shares. The proposed Reduction of Capital itself will not involve any distribution or repayment of capital, share premium or merger reserve by the Company and will not reduce the underlying net assets of the Company. Following the implementation of the Reduction of Capital, there will be no change to the number of Ordinary Shares in issue (or their nominal value), and no new share certificates will be issued as a consequence of the Reduction of Capital. The proposed Reduction of Capital is not expected to affect any outstanding awards over the Company’s shares granted under its employee share schemes.

Procedure to effect the Reduction of Capital

Share Premium Reduction

As at close of business on 5 December 2022 (being the latest practicable date prior to the date of this document), the Company had £196,869,033 standing to the credit of its share premium account. Share premium forms part of the capital of the Company which arises on the issue by the Company of Ordinary Shares at a premium to their nominal value. The premium element is credited to its share premium account.

Under the Companies Act, the Company is generally prohibited from paying any dividends or making other distributions in the absence of positive distributable reserves, and the share premium account, being a non-distributable reserve, can be applied by the Company only for limited purposes. However, provided the Company obtains the approval of Shareholders by way of a special resolution and the subsequent requisite confirmation by the Court, it may reduce all or part of its share premium account, and the amount by which the share premium account would be reduced would be credited to the Company’s retained earnings reserve, which is a distributable reserve. The Board is recommending that the entire amount of its share premium account be reduced to £nil.

In order to effect the Share Premium Reduction, the Company first requires the authority of its Shareholders by the passing of a special resolution at the General Meeting. The Share Premium Reduction will take effect when the order of the Court confirming it and a statement of capital approved by the Court have been registered with the Registrar of Companies. The effective date of the Share Premium Reduction is expected to be the Business Day following the hearing at which the Reduction of Capital is to be confirmed by the Court and after which the order of the Court confirming the same is handed down, which is anticipated to be in or around March 2023.

Merger Reserve Reduction

In certain circumstances, such as where shares are issued in consideration for the acquisition of shares in another company, instead of creating share premium, an amount is credited to a merger reserve. The Company has £472,951,225 standing to the credit of its merger reserve, the majority of which (approximately £411 million) has arisen from the acquisition of GoCo Group plc in which shares in the Company were issued in consideration. As in the case of a share premium account, a merger reserve can only be used in very limited circumstances. However, unlike the Company’s share premium account, its merger reserve is a non-statutory reserve and the Court does not have the power to reduce non-statutory reserves.

Therefore, it is proposed to capitalise the entire sum standing to the credit of the Company’s merger reserve, being £472,951,225, by applying that sum in paying up in full new B Ordinary Shares in the capital of the Company (with the nominal value of such shares being equal to the sum that is obtained by dividing the number of such shares to be issued into £472,951,225 (the “B Ordinary Shares”)) and, on the Business Day prior to the day of the Court hearing to confirm the Reduction of Capital, alloting and issuing such shares, credited as fully paid, to the persons holding Ordinary Shares as at the Capital Reduction Record time, on the basis of one B Ordinary Share for every one Ordinary Share held (the “B Ordinary Share Issue”).

The B Ordinary Shares will not be admitted to trading on the London Stock Exchange, or on any other market or stock exchange. It is a condition of issue of the B Ordinary Shares that no share certificates will be issued in respect of them.

Notice of Annual General Meeting 190 / Future plc Financial Statement# the B Ordinary Shares will have extremely limited rights. In particular, the B Ordinary Shares will carry no rights to participate in the profits of the Company and no rights to participate in the Company's assets, save on a winding up. The B Ordinary Shares will be transferable, but no market will exist in them and it is anticipated that the Court will confirm at the Court hearing to confirm the Reduction of Capital, that they may be cancelled the day after they are issued.

d) Other Matters concerning the Reduction of Capital

In addition to approval by Shareholders, the proposed Reduction of Capital requires the confirmation of the Court. Accordingly, following approval by Shareholders, the Company will apply, by way of a petition, to the Court, for confirmation of the Reduction of Capital. In order to approve the Reduction of Capital, the Court will need to be satisfied that the interests of the Company's creditors (including contingent creditors) will not be prejudiced by the Reduction of Capital. A creditor may be entitled to object to the Reduction of Capital if they can prove they would be entitled to claim in a winding up and there is, as a result of the Reduction of Capital proceeding, a real likelihood that the creditor may not have its debts paid by the Company. The Company and the Directors will take such steps to satisfy the Court in this regard as they consider appropriate. Such steps may include seeking the consent of the relevant Company creditors to the proposed Reduction of Capital, or the provision by the Company of an undertaking to the Court that an amount released by the Reduction of Capital will remain undistributable for a defined period of time.

The Company is party to a Multicurrency Revolving Facilities Agreement dated 13 February 2019 (as amended from time to time) (the RCF Facility), which borrowings may be up to £500 million. The syndicate of lenders under the RCF Facility consists of 9 banks. Under Clause 25.20 of the RCF Facility, the Reduction of Capital requires prior approval of the lenders representing at least 66.66 per cent. of the aggregate commitments, as calculated under the Facility (the RCF Majority Lenders).

The Company is also party to an EDG Facility Agreement dated 23 November 2022 (the EDG Facility), under which borrowings may be up to £400 million. The syndicate of lenders under the EDG Facility consists of 5 banks and is partially guaranteed by UK Export Finance (UKEF). Under Clause 20.6 of the EDG Facility, the Reduction of Capital requires prior approval of the lenders representing at least 66.66 per cent. of the aggregate commitments, as calculated under the Facility (and subject to the written direction of UKEF) (the EDG Majority Lenders).

The Board reserves the right to abandon or to discontinue (in whole or in part) the petition to the Court in the event that the Board considers that the terms on which the proposed Reduction of Capital would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or the Shareholders as a whole. The Board has undertaken a detailed review of the Company's liabilities (including contingent liabilities) and considers as at the date of this document that the Company will be able to satisfy the Court that, as at the Effective Date, the Company's creditors will not be prejudiced and/or will be sufficiently protected. The Reduction of Capital does not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital.

e) United Kingdom Taxation

The following comments are intended as a general guide only and relate only to certain UK tax consequences of the Reduction of Capital. The comments are based on current legislation and HM Revenue & Customs published practice, both of which are subject to change, possibly with retrospective effect.

These comments deal only with Shareholders who are resident for taxation purposes in the UK, who are the absolute beneficial owners of the Ordinary Shares and who hold them as an investment and not on a trading account (UK Shareholders). They do not deal with the position of certain classes of Shareholders, such as dealers in securities, insurance companies, collective investment schemes or persons regarded as having obtained their Ordinary Shares by reason of employment. Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation in any jurisdiction other than the UK should consult their own professional taxation advisor immediately.

The Share Premium Reduction

The Share Premium Reduction should not have any consequences for UK Shareholders for the purposes of UK taxation of chargeable gains (CG), UK income tax or UK corporation tax.

The Merger Reserve Reduction

On the basis that the B Ordinary Shares will be treated as being paid up for new consideration received by the Company, the B Ordinary Share issue should not give rise to any liability for UK income tax (or corporation tax on income) in a UK Shareholder's hands.

For CG purposes, the B Ordinary Share issue should be treated as a reorganisation, so that a UK Shareholder should not be treated as making a disposal of their Ordinary Shares for CG purposes upon receipt of the B Ordinary Shares. Instead, the B Ordinary Shares should be treated as the same asset, acquired at the same time, as their Ordinary Shares.

On a disposal of B Ordinary Shares or Ordinary Shares by a UK Shareholder for CG purposes, a UK Shareholder's base cost in their Ordinary Shares would be apportioned between their B Ordinary Shares and their Ordinary Shares based on their respective market values at the date that the B Ordinary Shares or Ordinary Shares are disposed of. It is likely that the market value of the B Ordinary Shares will be £nil for the duration of their existence. This is because the B Ordinary Shares will have no voting rights or rights to income, will have no market on which they can be traded and it is anticipated that they will be cancelled for no payment on the day immediately following the date of their issue. Consequently, the issue of the B Ordinary Shares should not impact the base cost of the Ordinary Shares.

The reduction of capital effected by the cancellation of the B Ordinary Shares should be treated for CG purposes as a further reorganisation so that a UK Shareholder should not be treated as making a disposal of their Ordinary Shares or B Ordinary Shares for CG purposes. Instead, the Ordinary Shares held by the UK Shareholder after the cancellation of the B Ordinary Shares should be treated as the same asset, acquired at the same time, as their holding of Ordinary Shares and B Ordinary Shares prior to the cancellation which, as described above, should in turn be treated as the same asset, acquired at the same time, as their original holding of Ordinary Shares. Accordingly, following the B Share issue and the cancellation of the B Shares, UK Shareholders should be left in the same position for CG purposes as they were in originally before the B Ordinary Share issue and cancellation of B Ordinary Shares.

Even if (contrary to the preceding paragraph) the cancellation of the B Ordinary Shares were

Annual Report and Accounts 2022 / 191

treated as a disposal for CG purposes, provided that the market value of the B Ordinary Shares is £nil for the duration of their existence which, for the reasons described above, seems likely to be the case, there should be no adverse CG consequences for UK Shareholders. There should be no chargeable gain (or allowable loss) on the cancellation of the B Ordinary Shares, and the UK Shareholder's base cost in their Ordinary Shares should be the same as it was originally before the B Ordinary Share issue and cancellation of B Ordinary Shares.

UK stamp duty and stamp duty reserve tax

No stamp duty or stamp duty reserve tax will be payable on the Reduction of Capital, including the B Ordinary Shares issue and the cancellation of the B Ordinary Shares.

e) Recommendation

The Directors consider that the proposed Reduction of Capital is in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of the Special Resolutions 22 to 25, as they intend to do in respect of their own beneficial holdings of 584,809 Ordinary Shares, representing, in aggregate, approximately 0.5 per cent. of the Company's issued ordinary share capital as at close of business on 5 December 2022 (being the latest practicable date prior to publication of this document).

FURTHER INFORMATION ABOUT THE AGM

Information regarding the meeting, including the information required by section 311A of the Act, is available from www.futureplc.com/invest-in-future

ATTENDANCE AT THE AGM

1. The AGM (the ‘Meeting’) will take place as a physical meeting. We continue to be mindful of the health and safety of our colleagues and shareholders and ask that you do not attend the AGM in person if you have any symptoms of COVID-19 or have recently been in contact with anyone who has tested positive. We strongly encourage shareholders to submit a proxy vote in advance of the AGM and to appoint the Chair of the meeting as their proxy, rather than a named person who, if circumstances change, may not be able to attend the meeting. If you are attending the meeting in person, please bring the attendance card attached to your form of proxy and arrive at Future's London office, 2 - 4 Wesbourne Terrace, Paddington, London, W2 6JR, in sufficient time for registration. We will keep you updated should the plans for our AGM change in light of future developments. Any change to the location, time or date of our AGM will be communicated to shareholders in accordance with our Articles of Association and by Stock Exchange Announcement. Appointment of a proxy does not preclude a member from attending the meeting and voting in person. If a member has appointed a proxy and attends the meeting in person, the proxy appointment will automatically be terminated.

APPOINTMENT OF PROXIES

3.Any member entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote in their place. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If you appoint multiple proxies for a number of shares in excess of your holding, the proxy appointments may be treated as invalid. A proxy need not be a member of the Company. A proxy card is enclosed. To be effective, proxy cards should be completed in accordance with the notes to the proxy form, signed and returned so as to be received by the Company’s Registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 10.00am on 6 February 2023, being two business days before the time appointed for the holding of the meeting. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

ELECTRONIC APPOINTMENT OF PROXIES

1. As an alternative to completing the printed proxy form, you may appoint a proxy electronically by visiting the following website: www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN as printed on your proxy form and to agree to certain terms and conditions. To be effective, electronic appointments must have been received by the Company’s Registrars no later than 10.00am on 6 February 2023.

NUMBER OF SHARES IN ISSUE

1. As at the close of business on 5 December 2022 (being the last business day prior to the publication of this notice) the Company’s issued share capital consisted of 20,857,004 Ordinary shares of 5 pence each. Each Ordinary share carries one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 20,857,004.

DOCUMENTS AVAILABLE FOR INSPECTION

1. Printed copies of the service contracts of the Company’s Directors and the letters of appointment for the non-Executive Directors will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the Company’s London office at 72-74 Westbourne Terrace, Paddington, London, W2 6JR and at the Company’s registered office at Quay House, The Ambury, Bath, BA1 2UA, including on the day of the meeting from 10.00am until its completion. A copy of the draft rules of the future plc 2023 Performance Share Plan will be available for inspection in the National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism from the date of sending this circular. They will also be available at the meeting for at least 5 minutes prior to and until the conclusion of the meeting.

ELIGIBLE SHAREHOLDERS

1. The Company, pursuant to Regulation 4 of The Uncertificated Securities Regulations 2001, specifies that only those members on the register of the Company as at 6pm on 6 February 2023 or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, are entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register after 6pm on 6 February 2023 or, if this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, will be disregarded in determining the rights of any person to attend or vote at the meeting.

INDIRECT INVESTORS

1. Any person to whom this notice is sent who is a person that has been nominated under section 46 of the Companies Act 2006 (‘Act’) to enjoy information rights (a ‘Nominated Person’) does not have a right to appoint a proxy. However, a Nominated Person may, under an agreement with the registered shareholder by whom they were nominated (a ‘Relevant Member’), have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if a Nominated Person does not have such a right, or does not wish to exercise it, they may have a right under any such agreement to give instructions to the Relevant Member as to the exercise of voting rights. A Nominated Person’s main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, the Nominated Person’s custodian or broker) and the Nominated Person should continue to contact them (and not the Company) regarding any changes or queries relating to the Nominated Person’s personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from the Nominated Person.

APPOINTMENT OF PROXIES THROUGH CREST

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by 10.00am on 6 February 2023 or, if the meeting is adjourned, no less than 48 hours before the time fixed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) takes) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

AMENDING A PROXY

1. To change a proxy instruction, a member needs to submit a new proxy appointment using the methods set out above. Note that the deadlines for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant deadline will be disregarded. Where a member has appointed a proxy using the paper proxy form and would like to change the instructions using another such form, that member should contact the Registrars on +44 (0)370 707 443. If more than one valid proxy appointment is submitted, the appointment received last before the deadline for the receipt of proxies will take precedence.

REVOKING A PROXY

1. In order to revoke a proxy instruction, a signed letter clearly stating a member’s intention to revoke a proxy appointment must be sent by post or by hand to the Company’s Registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Note that the deadlines for receipt of proxy appointments (see above) also apply in relation to revocations; any revocation received after the relevant deadline will be disregarded.

CORPORATE MEMBERS

1. In the case of a member which is a company, any proxy form, amendment or revocation must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the documents are signed (or a duly certified copy of such power of authority) must be included. A corporate member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. Members considering the appointment of a corporate representative should check their own legal position, the company’s articles of association and the relevant provision of the Companies Act 2006.

JOINT HOLDERS

1. Where more than one of the joint holders purports to vote or appoint a proxy, only the vote or appointment submitted by the member whose name appears first on the register will be accepted.

QUESTIONS AT THE AGM

1. Under section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
   a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
   b) the answer has already been given on a website in the form of an answer to a question; or
   c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

MEMBERS’ RIGHT TO REQUIRE CIRCULATION OF A RESOLUTION TO BE PROPOSED AT THE AGM

15.# MEMBERS’ RIGHT TO REQUIRE NOTICE OF RESOLUTION

1. Under section 338 of the Act, a member or members meeting the qualification criteria set out at note 8 opposite, may, subject to conditions set out at note 9, require the Company to give to members notice of a resolution which may properly be moved and is intended to be moved at that meeting.

MEMBERS’ RIGHT TO HAVE A MATTER OF BUSINESS DEALT WITH AT THE AGM

1. Under section 338A of the Act, a member or members meeting the qualification criteria set out at note 8 opposite, may, subject to the conditions set out at note 9, require the Company to include in the business to be dealt with at the AGM a matter (other than a proposed resolution) which may properly be included in the business (a matter of business).

WEBSITE PUBLICATION OF ANY AUDIT CONCERNS

1. Pursuant to Chapter 5 of Part 6 of the Act, where requested by a member or members meeting the qualification criteria set out at note 8 below, the Company must publish on its website a statement setting out any matter that such members propose to raise at the AGM relating to the audit of the Company’s accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the AGM. Where the Company is required to publish such a statement on its website:

a) it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;

b) it must forward the statement to the Company’s auditors no later than the time the statement is made available on the Company’s website; and

c) the statement may be dealt with as part of the business of the AGM.

The request:

d) may be in hard copy form or in electronic form and must be authenticated by the person or persons making it (see note 9(d) and (e) below);

e) should either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; and

f) must be received by the Company at least one week before the AGM.

MEMBERS’ QUALIFICATION CRITERIA

1. In order to be able to exercise the members’ rights set out in notes 5 to 7 above the relevant request must be made by:

a) a member or members having a right to vote at the AGM and holding at least 5% of total voting rights of all the members having a right to vote on the resolution to which the request relates; or

b) at least 100 members having a right to vote at the AGM and holding, on average, at least £100 of paid up share capital.

CONDITIONS

1. The conditions are that:

a) any resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise);

b) the resolution or matter of business must not be defamatory of any person, frivolous or vexatious;

c) the request:

i) may be in hard copy form or in electronic form;

ii) must identify the resolution or the matter of business of which notice is to be given by either setting it out in full or, if supporting a resolution/matter of business sent by another member, clearly identifying the resolution/matter of business which is being supported;

iii) in the case of a resolution, must be accompanied by a statement setting out the grounds for the request;

iv) must be authenticated by the person or persons making it; and

v) must be received by the Company no later than six weeks before the date of the AGM; and

d) in the case of a request made in hard copy form, such request must be:

i) signed by you and state your full name and address; and

ii) sent by post to Company Secretary, Future plc, Quay House, The Ambury, Bath BA1 1UA; marked for the attention of the Company Secretary; and

e) in the case of a request made in electronic form, such request must:

i) state your full name and address; and

ii) be sent to cosec@futurenet.com. Please state ‘AGM’ in the subject line of the email. You may not use this electronic address to communicate with the Company for any other purpose.

Notice of Annual General Meeting

Contacts

Future plc and Future Publishing Ltd

Registered office
Quay House
The Ambury
Bath BA1 1UA
Tel +44 (0)1225 442244

Future US, Inc.

555 11th Street Northwest
Suite 600
Washington DC 20004
USA
Tel +1 212 378 0448

Future Publishing Australia Pty Ltd

Level 10
89 York St
North Sydney NSW 2000
Australia
Tel +61 2 9955 2677

London office

121-141 Westbourne Terrace
Paddington
London W2 6JR
Tel +44 (0)20 7042 4000

Newport office

Imperial House
Imperial Way
Coedkernew
Newport
Wales NP10 8UH

www.futureplc.com

Financial Statement

Registered office
Quay House
The Ambury
Bath BA1 1UA

Auditor

Deloitte LLP
Abbots House
Abbey Street
Reading RG1 3BD

Solicitor

Simmons & Simmons LLP
Aurora
Floors 5 and 6
Finzels Reach
Counterslip
Bristol BS1 6BX

Principal clearing bank

HSBC Bank plc
8 Canada Square
London E14 5HQ

Joint stockbroker & advisors

Numis Securities Ltd
10 Paternoster Square
London EC4M 7LT

J.P. Morgan
Cazenove
Tower Bridge House
St. Katharines Way
London E1W 1DD

Registrar

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE

Company website

The Company’s website at www.futureplc.com contains the latest information for shareholders, including press releases. Email alerts of the latest news, press releases and financial reports about Future plc may be obtained by registering for the email news alert service on the website.

Share price information

The latest price of the Company’s ordinary shares is available on www.londonstockexchange.com. Future’s ticker symbol is FUTR. It is recommended that you consult your financial adviser and verify information obtained before making any investment decision.

Registrar

The Company’s share register is maintained by Computershare. Shareholders should contact the Registrar, Computershare, in connection with changes of address, lost share certificates, transfers of shares and bank mandate forms to enable automated payment of dividends. Computershare also has a service to provide shareholders with online access to details of their shareholdings. The service is free, secure and easy to use. To register, please visit www.investorcentre.co.uk

Dividends

The quickest, most efficient and secure way to receive your dividends is to have them paid direct to your bank or building society account. It saves waiting for the funds to clear and reduces the paper and postage we use. Using BACS (Bank Automated Clearing System) we are able to pay your dividend straight to your account on the payment date. The account information you provide will not be shared with third parties. It will be held by Computershare as part of your shareholder account details. Those selecting this method will receive a tax voucher at their registered address when the corresponding dividend is paid. Shareholders wishing to benefit from this service should register at www.investorcentre.co.uk or call our registrar, Computershare Investor Services PLC, for a form by phone on 0870 707 1443 (a text phone facility for those with hearing difficulties is available on 0870 702 0005) or by post at Computershare Investor Services PLC at the address below.

Financial calendar

Event	Date
Annual General Meeting	8 February 2023
Ex dividend date for the FY22 final dividend	19 January 2023
FY22 final dividend payment date	14 February 2022
Announcement of the preliminary results for the year ended 30 September 2023	November 2023

Shareholder information

Annual Report and Accounts 2022 / 195