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ANNUAL REPORT AND FINANCIALSTATEMENTS 2006

A PLATFORMFOR GROWTH

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Directors and Other Information

Non-Executive Chairman Denis Buckley

Executive Directors Seamus Clancy (appointed 01/02/07) Paul Dixon

Hans Droog (appointed 01/02/07) Michael Long Philip Lynch

Non-Executive Directors Noel Cawley (appointed 01/02/07) Tom Corcoran Nicholas Eyre David Graham William Hickey Hugo Maguire

James C. MurphyFinbarr O’Neill (appointed 01/02/07)

Noel O’Sullivan

Company Secretary Susan Holburn

Bankers Allied Irish Bank PlcBank of Ireland Group PlcBank of Scotland (Ireland) LimitedIIB Bank PlcRabobank Ireland PlcUlster Bank Ireland Limited

Solicitors LK Shields39/40 Upper Mount Street

Dublin 2

Auditors Duignan Carthy O’Neill84 Northumberland Road

Ballsbridge Dublin 4

Registered Offi ce 151 Thomas Street Dublin 8

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One51 Annual Report and Financial Statements 2006 Page 1

Contents page

Directors and Other Information

Chairman’s Statement 2

Chief Executive’s Statement 4

Directors’ Report 9

Statement of Directors’ Responsibilities 14

Independent Auditors’ Report 15

Statement of Accounting Policies 17

Consolidated Profit and Loss Account 20

Consolidated Statement of Total Recognised Gains and Losses 21

Consolidated Balance Sheet 22

Company Balance Sheet 23

Consolidated Cash Flow Statement 24

Notes Forming Part of the Financial Statements 25-42

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One51 Annual Report and Financial Statements 2006Page 2

CHAIRMAN’SSTATEMENT

I would like to pay tribute to the

members of the Society for their

foresight in establishing One51.

During the year

One51 completed

the integration of

nine businesses

into the Group.


Platform for GrowthOne Fifty One Limited was formed as part of a

reconstruction process undertaken by the Irish

Agricultural Wholesale Society Ltd (‘the Society’). In July

2005, members of the Society approved a reconstruction

process whereby key assets and businesses would

transfer from the Society to a new corporate structure,

One Fifty One Limited. This reconstruction process was

completed in the last quarter of 2005. The change in

status has facilitated the growth plans of the Group with

the joint objectives of creating additional shareholder

value and liquidity for members. In December 2006

One Fifty One Limited re-registered as a public limited

company and is now One Fifty One plc (‘One51’

or the ‘Group’).

One51 remained as a subsidiary company of the Society

throughout 2006. As a result of a share exchange effected

by the Society on the 7 February 2007, whereby the

shareholders in the Society received the shares held by

the Society in One51 in exchange for the cancellation of

shares held by the Society’s shareholders in the Society

itself, One51 ceased to be a subsidiary of the Society.

Acquisitions/Investments2006 was an active and successful year for the Group.

During the year One51 completed the integration of

nine businesses into the Group. As a result of these

acquisitions the Group has expanded its geographical

footprint from the Republic of Ireland into Northern Ireland

and mainland UK. The acquisition of 95% of Resmar

Holdings AG, a company headquartered in Switzerland,

on the 1 January 2007 marked the Group’s entry into the

recycling market in mainland Europe.

The Group will continue to seek investments that will

deliver strong future performance and growth.

Other financial highlights included the strategic

investment in Augean PLC, the uptake of NTR plc’s rights

issue and the successful convertible loan note (‘CLN’)

offerings during the year.

BoardI would like to welcome Dr. Noel Cawley and Mr. Finbarr

O’Neill to the Board as non-executive directors. I would

also like to welcome Mr. Seamus Clancy and Mr. Hans

Droog to the Board as executive directors.

Management and StaffI would like to pay tribute to the members of the Society

for their foresight in establishing One51.

I would like to thank the staff and management of the

Group whose outstanding commitment and dedication

have resulted in an excellent performance

for the Group for the year.

The FutureOne51 will continue with its ambition to grow

its businesses, to grow shareholder value and to be

a holding company whose businesses have significant

growth potential and strong performance capability.

Its experienced management team and strong financial

foundation leave One51 well placed to generate ongoing

organic and acquisition based growth.

Denis BuckleyChairman


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CHIEFEXECUTIVE’SSTATEMENT

The 2006 financial results

are stated for the 12 month

period to 31 December 2006

and represent One51’s first

year of trading. The financial

performance for the year was

very satisfactory delivering total

operating profit of €9.7 million.

The net assets at that date

amounted to €340 million.



Dear Shareholders

2006 was a very active year for One51, with significant

developments across all of One51’s activities.

Business Structure and Management ChangesGiven the strong rate of growth of One51 during the year

the decision was taken to structure the Group into five

Divisions as follows;

■ Recycling and TreatmentOne51’s operations within the recycling and treatment

sector form this division and Seamus Clancy,

previously Managing Director of Rilta Environmental

Limited, is Managing Director of this operating

division.

■ PlasticsOne51’s operations within the plastics sector

form this division and Hans Droog, previously

Managing Director of Protech Performance

Plastics Ltd, is Managing Director of this operating

division.

■ FoodOne51’s operations within the food sector form this

division and Pat O’Sullivan, Managing Director of Irish

Pride Bakeries Limited, has assumed the role of

Managing Director of this operating division.

■ InfrastructureThis operating division comprises One51’s joint

venture investment in Greenore Port and Terry King

is Managing Director of this operating division.

■ CapitalOne51’s investments, including its 25.52%

shareholding in NTR plc, have been grouped within

a specific subsidary, which is managed centrally by

the Executive Management Team.

Executive Management TeamThe Executive Management team comprises:

Philip Lynch Chief Executive Officer

Michael Long Deputy Chief Executive Officer

Paul Dixon Chief Financial Officer

Seamus Clancy Managing Director Recycling

and Treatment

Hans Droog Managing Director Plastics

Mr. Clancy and Mr. Droog were appointed to the Board

of Directors of One51 on 1 February 2007.

Recycling and Treatment

Increasingly legislation is resulting in more products

having to be recyled as opposed to being disposed of in

landfill. This emerging legislative framework will support

the opportunities in all forms of recycling going forward.

One51 was formed as part of areconstruction process undertakenby the Irish Agricultural WholesaleSociety Ltd to facilitate the creationof shareholder value and liquidityfor members.



During 2006, One51 made five acquisitions within the

recycling and treatment sector and has expanded

its operations into both Northern Ireland and the UK.

One51 currently has operations within the recycling

and treatment, electronic recycling, glass and metals

recycling sub sectors.

Plastics

One51’s Plastics Division was established in 2006 arising

from the acquisition of Protech Performance Plastics

Limited and Enplast Limited. These businesses fit within

the overall One51 strategy of investment in niche sub

sectors as they are producers of specialist products to

the agricultural, industrial, pharmaceutical, electronics

and construction sectors. There are also synergies

between these operations and the recycling and

treatment division of the Group.

Food

One51’s involvement in the Food sector is through its

subsidiary Irish Pride Bakeries Limited (‘Irish Pride’).

During 2006, Irish Pride completed a rationalisation

programme. In the last quarter of 2006, Irish Pride

signed an agreement for the exclusive distribution of the

‘LifeFibre’ range of products. This represents an exciting

move for Irish Pride into the higher value health foods

sector of the bread market.

Infrastructure

One51 is a 50% partner with Dublin Port Company in

Greenore Port in County Louth. Greenore Port is the

deepest self dredging port facility on the East Coast of

Ireland. Greenore saw increased activity during 2006.

Greenore Port is well advanced in its plans for the

strategic expansion of the port.

Capital

One51 made a number of investments during 2006,

including the acquisition of a 26.89% shareholding in

Augean PLC, an Alternative Investment Market (AIM)

listed company whose principal activities are in the

recycling and treatment of hazardous materials in the

UK. Augean PLC operates six recycling and treatment

facilities in the UK and has considerable landfill capacity.

The Directors consider this to be a strategic investment.

One51 continues to hold a 25.52% shareholding

in NTR plc. During 2006 NTR plc undertook a rights

issue in which One51 took up its full allocation

to retain its shareholding at this level.

DevelopmentsIn line with its stated strategy One51 has been very active

in its development to date.

In January 2006, One51 through its subsidiary Rilta

Environmental Limited, acquired the trade and assets

of Cullen Environmental Services Limited, a specialist

recycling and treatment operator.

In April 2006, One51 commenced its expansion into

Northern Ireland, by acquiring a 70% shareholding in

COD International Limited, a company engaged in the

recycling of refrigeration equipment. This company

has since been renamed TechRec (NI) Limited. This

acquisition complements One51’s existing business in

the Waste Electronics and Electrical Equipment (WEEE)

sector and enables the Group to offer a full recycling

service for the complete range of electronic recycling on

the island of Ireland.

Plastics: Our companies within the plastics sector provide specialist productsto the agricultural, pharmaceutical, electronics and construction sectors.

Recycling and Treatment: During the year we made acquisitions that enabledus to gain entry into new markets, specifically metal, glass and dry recyclables.



In May 2006, One51 through its subsidiary Rilta

Environmental Limited, acquired Returnbatt Limited,

a company engaged in the recycling of used batteries.

In June 2006, One51 acquired a 72.5% shareholding in

Glassdon Limited, a company engaged primarily in the

recycling of glass and dry recyclables in Northern Ireland.

In July 2006, One51 acquired Protech Performance

Plastics Limited and Enplast Limited, two companies

engaged in the manufacture of plastic products supplied

to the agricultural, industrial, pharmaceutical, electronics

and construction industries.

In August 2006, One51 commenced its expansion into

mainland UK, with the acquisition of Andrew & Mark Smith

Metals Limited, a specialist metals recycler based in the

North West of England.

During the year One51 also aquired its 26.89% stake in

Augean PLC. One51 holds a 25.52% interest in NTR plc.

FinancingOne51 successfully issued CLNs pursuant to two separate

CLN offers during 2006 raising a total of €168 million from

shareholders of the Society, Directors and employees of

the Society and One51, private individuals, companies

and financial institutions. These funds were applied to

the development of One51’s operations. I would like to

welcome holders of CLNs to One51 and thank them for

their support.

In December 2006, One51 signed a five year bank facility

totalling €280 million with a syndicate of six major banks

to fund further development opportunities and provide

additional working capital to the Group.

Events Subsequent to theEnd of the Financial Year2007 has been a very active year to date for One51.

On 1 January 2007, One51 purchased 95% of Resmar

Group AG, a Swiss based group of companies whose

activities centre on the electronic recycling sector

in Switzerland. Resmar incorporating the Immark

company, is engaged in the development

of equipment and processes for electronic recycling.

One51 also made two further acquisitions during January

2007;

■ the trade and assets of Thormac Engineering

Limited, based in Shannon, were acquired

by Protech Performance Plastics Limited; and

■ the trade and assets of Country Waste

Management Limited, based in Croydon, London were

also acquired. This represents One51’s first

investment in the South East region of the UK.

Food: The signing of an exclusive distribution deal for the ‘LifeFibre’ range ofproducts represents an exciting move into the growing health foods sector ofthe bread market.



During February 2007, the Society transferred its

shareholding in One51 to the Society’s own co-operative

members. As a result, One51 ceased to be a subsidiary

of the Society. Society members now have independent

direct shareholdings in both the Society and One51, which

are held through a subsidiary company of the Society.

In April, the Board of Directors communicated to all CLN

holders offering them an option to convert their loan notes

(including accrued interest) into ordinary shares in One51

on the 29 June 2007, if they so wished. 94% of the holders

(representing €142m in value) of the two CLN issues

made the decision in June 2007 to convert into ordinary

shares of One51.

In May, One51 acquired Reclamet Ltd, an End of Life

Vehicle recycler based in Kent, UK.

In early April, One51 and Doyle Shipping Limited formed a

Consortium with regard to making a possible offer for Irish

Continental Group Limited (‘ICG’). This process was still

ongoing at the time of signing the financial statements.

One51 continues to make significant progress in

accordance with it’s strategic objectives and I believe it is

well placed to deliver optimum shareholder value.

I would like to echo the tribute paid by our Chairman to

the members of the Irish Agricultural Wholesale Society

Limited for their foresight in establishing One51 and to

the staff and management of the Group for their efforts

during the year.

Philip LynchChief Executive

We will continue to pursue our strategy of developing our businesses andinvesting in niche sub sectors in order to deliver optimum shareholder value.



The directors present their report and audited

consolidated financial statements for the year ended

31 December 2006.

Principal ActivitiesThe main activities of the Group are in the areas

of recycling and treatment, plastics, food,

infrastructure and investments.

ResultsThe detailed financial statements are set out

on pages 20 to 42.

Business ReviewA business review of the five business units of One51

is contained within the Chief Executive’s Statement

on pages 4 to 8.

DividendsThe directors do not recommend the payment

of a dividend.

Future DevelopmentOn 1 January 2007, the Group acquired 95%

of Resmar Holdings AG, an electrical & electronic

recycler headquartered in Switzerland. The Group

believes that the electrical & electronic recycling

sector offers significant opportunities for the future.

Resmar Holdings AG has significant expertise in both

the development of electrical & electronic recycling

equipment and processes as well as in the operation of

these recycling facilities.

On 30 January 2007 the Group acquired the trade

and assets of Thormac Engineering Ltd, a plastic injection

moulding company based in Shannon, Ireland.

On 30 January 2007, the Group also acquired the trade

and assets of Country Waste Management Ltd, a recycling

and treatment operator located in Croydon, London and

this represents the first step in the Group’s expansion

plans into the South East of England.

On the 17 May 2007, One51 Group acquired 100%

of the issued share capital of Reclamet Ltd, an End

of Life Vehicle recycler based in Kent, UK.

DIRECTORS’REPORT



Key Operating Subsidiary CompaniesName of Subsidiary Country of Operation Activity

Andrew and Mark Smith Metals Ltd England Metal Recycling

Cullen Environmental Services Ltd Republic of Ireland Recycling and Treatment

Enplast Ltd Republic of Ireland Manufacturer of Polyproplene Sheeting

Glassdon Ltd Northern Ireland Glass & Dry Recyclables

Irish Pride Bakeries Ltd Republic of Ireland Food Production & Distribution

Premier Proteins (2000) Ltd Republic of Ireland Rendering

Protech Performance Plastics Ltd Republic of Ireland Injection Moulding

Returnbatt Ltd Republic of Ireland Recycling and Treatment

Rilta Environmental Ltd Republic of Ireland Recycling and Treatment

Soils Environmental Services Ltd Republic of Ireland Recycling and Treatment

TechRec Ireland Ltd Republic of Ireland Electronic Recycling

TechRec (NI) Ltd Northern Ireland Electronic Recycling

Joint Venture CompanyThe Group’s joint venture is as follows:

Name of Associate Country of Operation Activity

Renore Ltd Republic of Ireland Joint Venture vehicle for 50%

ownership of Greenore Port

A full list of subsidiaries, associates and joint ventures will be filed with the relevant Registrar of Companies.

DIRECTORS’ REPORTCONTINUED



Relations with ShareholdersOne51’s Annual General Meeting affords shareholders

the opportunity to approve the audited financial

statements and to discuss the progress in the businesses

with the Chairman and the Board. The Form of Proxy and

the Annual Report are sent to shareholders at least 21

days before the Meeting.

Internal ControlThe Board is responsible for the Group’s system

of internal control and for reviewing its effectiveness.

Such a system is designed to manage rather than

eliminate the risk of failure to achieve business

objectives and can provide only reasonable and

not absolute assurance against material

misstatement or loss.

The Board confirms that there is an ongoing process

for identifying, evaluating and managing any significant

risks faced by the Group, that it has been in place for

the financial year under review and up to the date of

approval of the financial statements and that this process

is reviewed by the Board. The key risk management and

internal control procedures, which are supported by

detailed controls and processes, include:

■ skilled and experienced Group and divisional

management;

■ an organisational structure with clearly defined

lines of authority and accountability;

■ a comprehensive system of financial reporting

involving budgeting, monthly reporting and

variance analysis.

Going ConcernAfter making enquiries, the directors have formed

a judgement, at the time of approving the financial

statements, that the Company and the Group as a whole

have adequate resources to continue in operational

existence for the foreseeable future. For this reason, they

continue to adopt the going concern basis in preparing

the financial statements. The directors’ responsibility

for preparing the financial statements is explained

on page 14 and the reporting responsibilities of the

auditors are set out in their report on pages 15 and 16.

Political DonationsDuring the year the Group and Company made

no disclosable political donations.

Books of AccountThe measures taken by the directors to ensure

compliance with the highest standards of governance

regarding proper books of account are the implementation

of necessary policies and procedures for recording

transactions, the employment of competent accounting

personnel with appropriate expertise and the provision

of adequate resources to the finance function. The books

of account of the Company are maintained at 151 Thomas

Street, Dublin 8.



Directors’ and Secretary’s InterestsThe names of the directors’ who held office during the

year are listed on the inside of the front cover.

The interests of the Directors and Secretary who held

office at the end of the year in the shares of the Company

as at 31 December 2006, which are beneficially held

unless otherwise indicated, are shown. The Directors

and Secretary have no beneficial interests in any of

the Group’s subsidiary, joint venture or associated

undertakings.

Directors were entitled to subscribe for CLNs in the first

and second CLN offerings in November 2005 and June

2006. Note 31 details the terms of these CLN offerings,

the terms of which include conversion into ordinary shares

at certain future dates.

The Directors and Secretary’s interest in Ordinary Shares

in One51 are detailed below and include entitlements

to ordinary shares following loan note conversion. CLN

interest entitlements are included to 31 December 2006.

Number of Shares

Denis Buckley 61,643

Tom Corcoran 15,718

Paul Dixon 293,844

David Graham 37,383

William Hickey 6,164

Michael Long 677,020

Philip Lynch 2,551,373

Hugo Maguire 77,053

James C Murphy 6,164

Noel O’ Sullivan 6,164

Susan Holburn 47,964

There were no transactions in the above Directors’

and Secretary’s interests between 31 December 2006

and 26 June 2007.

DIRECTORS’ REPORTCONTINUED



Board CommitteesAs at the 12 June 2007 the Board of One51 constituted the

following committees:

■ Audit CommitteeThe committee members are Mr. F. O’Neill,

Dr. N. Cawley, Mr. D. Graham and Mr. W. Hickey.

■ Remuneration CommitteeThe committee members are Mr. T. Corcoran,

Mr. H. Maguire and Mr. J.C. Murphy.

■ Nomination CommitteeThe committee members are Mr. D. Buckley,

Mr. N. Eyre and Mr. N. O’Sullivan.

Environment, Health and SafetyOne51 is fully committed to operating all its businesses

in a safe and responsible manner to protect the health

of our employees, the public at large and safeguard

the environment.

Compliance with safety, health and environmental

regulatory requirements is considered a minimum

requirement within all business divisions

and member companies.

Environmental Management Systems

Within our recycling and treatment division

compliance with environmental licences as issued

by the Environmental Authorities is a given. All licensed

sites have regular surveillance visits from the relevant

licensed authorities and as a responsible organisation we

strive not only to meet but to exceed the requirements set

out by these agencies.

To ensure our standards are improving on an on-

going basis the majority of our plants have attained

accreditation to ISO 14001 and others are working

towards accreditation.

In addition, we have on-going audits from our customers

to validate our compliance with their standards and duty

of care.

Health and Safety

The health and safety of all our employees is of paramount

concern to all management within the Group. Throughout

2006 we have grown our business through acquisition

and organic growth. To ensure the alignment of our

processes across all divisions and businesses a Group

Health and Safety Manager was appointed during

the year.

Our Health and Safety Management Structure permeates

the company at all levels, with involvement at Group,

division and business level. Legal compliance is regarded

as a minimum requirement.

Our Management System is based on OHSAS 18001,

with a number of sites already accredited to this standard.

Our consultation processes are designed to ensure

a culture of safety is integral to all our business planning

and decision making.

Significant resources have been dedicated to setting the

highest standards for environmental and health and safety

with compliance listed as an agenda item for all meetings.

On behalf of the Board:

Director: Denis Buckley 26 June 2007

Director: Philip Lynch



STATEMENTOF DIRECTORS’RESPONSIBILITIES

Irish Company law requires the directors to prepare

financial statements for each financial period which give

a true and fair view of the state of affairs of the Company

and of the Group and of the profit or loss of the Group for

that period.

Directors’ ResponsibilitiesIn preparing those financial statements the directors

are required to:

■ select suitable accounting policies and apply

them consistently;

■ make judgements and estimates that are reasonable

and prudent;

■ prepare financial statements on the going concern

basis unless it is inappropriate to presume that

the Company and the Group will continue in business.

The directors are responsible for keeping proper books of

account which disclose with reasonable accuracy at any

time the financial position of the Company and the Group

and to enable them to ensure that the financial statements

are prepared in accordance with accounting standards

generally acceptable in Ireland and comply with Irish

statute comprising the Companies Acts, 1963 to 2006 and

the European Communities (Companies: Group Accounts)

Regulations, 1992. They are also responsible for

safeguarding the assets of the Company and the Group

and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.



INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF ONE FIFTY ONE PLC

We have audited the financial statements of One Fifty

One plc for the year ended 31 December 2006, which

comprise the Company Balance Sheet and Consolidated

Group Profit and Loss Account, Balance Sheet, Cash Flow

Statement, Statement of Total Recognised Gains and

Losses and the related notes.

These financial statements have been prepared under the

historical cost convention, as modified by the revaluation

of certain fixed assets, and the accounting policies set

out therein.

Respective Responsibilities of Directors and AuditorsThe directors’ responsibilities for preparing the Annual

Report and the financial statements in accordance with

applicable law and the Accounting Standards issued

by the Accounting Standards Board and promulgated

by the Institute of Chartered Accountants in Ireland

(Generally Accepted Accounting Practice in Ireland)

are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements

in accordance with relevant legal and regulatory

requirements and International Standards on

Auditing (UK and Ireland).

This report is made solely to the company’s members, as

a body, in accordance with Section 193 of the Companies

Act 1990. 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.

We report to you our opinion as to whether the financial

statements give a true and fair view, in accordance with

Generally Accepted Accounting Practice in Ireland and

are properly prepared in accordance with the Companies

Acts, 1963 to 2006, and the European Communities

(Companies: Group Accounts) Regulations, 2002.

We also report to you whether in our opinion:

■ proper books of account have been kept

by the company;

■ whether, at the balance sheet date, there exists

a financial situation requiring the convening of an

Extraordinary General Meeting of the company; and

■ whether the information given in the Directors’ Report

is consistent with the financial statement



In addition, we state whether we have obtained all the

information and explanations necessary for the purposes

of our audit and whether the company’s Balance Sheet

and its Profit and Loss Account are in agreement with the

books of account.

We also report to the shareholders if, in our opinion,

any information specified by law regarding directors’

remuneration and directors’ transactions is not given and,

where practicable, include such information in our report.

We read the other information contained in the Annual

Report and consider whether it is consistent with the

audited financial statements. This other information

comprises only the Directors’ Report, the Chairman’s

Statement and the Chief Executive’s Statement. We

consider the implications for our report if we become

aware of any apparent misstatements or material

inconsistencies with the financial statements. Our

responsibilities do not extend to any other information.

Basis of Audit OpinionWe conducted our audit in accordance with International

Auditing Standards (UK and Ireland). An audit includes

examination, on a test basis, of evidence relevant to the

amounts and disclosures in the financial statements.

It also includes an assessment of the significant estimates

and judgments made by the directors in the preparation

of the financial statements, and of whether the accounting

policies are appropriate to the company’s circumstances,

consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain

all the information and explanations which we considered

necessary in order to provide us with sufficient evidence

to give reasonable assurance that the financial statements

are free from material misstatement, whether caused

by fraud or other irregularity or error. In forming our

opinion we also evaluated the overall adequacy of the

presentation of information in the financial statements.

OpinionIn our opinion the financial statements:

■ give a true and fair view of the state of the Group’s

and the company’s affairs as at 31 December 2006

and of the Group’s profit and cashflow for the year

then ended, and

■ have been properly prepared in accordance with

the Companies Acts, 1963 to 2006 and the European

Communities (Companies: Group Accounts)

Regulations, 2002.

We have obtained all the information and explanations we

consider necessary for the purposes of our audit. In our

opinion proper books of account have been kept by the

company. The company’s Balance Sheet is in agreement

with the books of account.

In our opinion the information given in the Directors’

Report is consistent with the financial statements.

The net assets of the company, as stated in the Balance

Sheet, are more than half of the amount of its called-up

share capital and, in our opinion, on that basis there did

not exist at 31 December 2006 a financial situation which

under Section 40(1) of the Companies (Amendment) Act,

1983, would require the convening of an extraordinary

general meeting of the company.

Duignan Carthy O’NeillRegistered Auditors, 26 June 2007.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF ONE FIFTY ONE PLC CONTINUED



STATEMENT OF ACCOUNTING POLICIES

The following accounting policies have been applied in

dealing with items which are considered material

in relation to the Group financial statements.

Historical Cost ConventionThe financial statements have been prepared

in accordance with the historical cost convention.

ConsolidationThe financial statements reflect the consolidation of the

results, assets and liabilities of One51 and its subsidiaries

made up to 31 December 2006 and show the Group’s

interest in associates and joint venture using the equity

method of accounting.

Where a subsidiary, associate or joint venture is acquired,

or disposed of during the financial year, the attributable

results are consolidated from the date of acquisition,

and up to the date of disposal, respectively.

Where a significant interest is held, but not sufficient

to warrant inclusion as a subsidiary, that company is

treated as an Associated Company, with the attributable

proportion of its results being included in the Profit and

Loss Account, and being added to the carrying value

of the investment in the balance sheet.

Intangible Assets (Goodwill)Goodwill comprises the net excess cost of the Group’s

interest in subsidiary and associate undertakings over

the fair value of the separable net assets attributable

thereto at the effective date of acquisition.

Goodwill arising on acquisitions is capitalised

and reviewed on a case-by-case basis to determine

its useful economic life. Where appropriate the useful

economic life may be deemed indefinite, resulting

in no annual amortisation charge. In other cases,

it is amortised over its life, on a straight line basis,

to the Profit and Loss Account.

Where the useful economic life of goodwill exceeds

twenty years, or is deemed to have an indefinite life,

annual impairment reviews will be carried out to

ensure that carrying values remain appropriate.

If a subsidiary, associate or business is subsequently

sold or closed, any goodwill arising on acquisition that

has not been amortised through the Profit and Loss

Account is taken into account in determining the

profit or loss on sale or closure.

TurnoverTurnover represents the invoiced value of goods

and services supplied to third parties, excluding

value added tax.

Depreciation of TangibleFixed AssetsDepreciation of fixed assets is calculated by reference

to cost or valuation to write off the assets over their

estimated useful lives by equal annual instalments

as follows:

■ Buildings Over 25 to 50 years, as appropriate

■ Plant & Machinery Over 5 to 15 years, as appropriate

■ Motor Vehicles Over 3 to 5 years, as appropriate



In the case of major capital projects, pre-commissioning

costs are capitalised and written off over the life

of the asset.

Financial AssetsQuoted and Unquoted investments are stated at cost

less provisions for any permanent diminution in value.

StocksStocks are valued at the lower of cost and net realisable

value on a first-in, first-out basis. Cost, in the case

of work-in-progress and finished goods, includes labour

and an appropriate level of overheads. Net realisable

value represents estimated selling prices less completion

and selling costs.

Capital GrantsCapital grants on capital expenditure are credited

to a deferred income account. Annual transfers to income

are made from that account to amortise such grants by

equal annual instalments on the same basis as the

related assets are depreciated.

TaxationTaxation is calculated on the results for the year.

Deferred TaxationDeferred tax is provided using the liability method

on all temporary differences at the balance sheet date

which is defined as the difference between the tax bases

of assets and liabilities and their carrying amounts in the

financial statements. Deferred tax assets and liabilities

are not subject to discounting and are measured at the

tax rates that are anticipated to apply in the year in which

the asset is realised or the liability is settled.

Deferred tax liabilities are recognised for all taxable

temporary differences.

A net deferred tax asset is regarded as recoverable

and therefore recognised only when, on the basis

of all available evidence, it can be regarded as more

likely than not that there will be suitable taxable profits

from which the future reversal of the underlying timing

differences can be deducted.

PensionsThe Group policy is to fund the pension entitlement

of employees through external superannuation schemes

which are entirely independent from Group finances.

Contribution rates are determined on the basis of

independent actuarial advice. A number of subsidiary

companies within the Group operate defined contribution

pension schemes. Contributions are charged to the Profit

and Loss Account in relation to these schemes as they

fall due.

STATEMENT OF ACCOUNTING POLICIESCONTINUED



Pension costs are recognised on a systematic basis

so that the cost of providing retirement benefits to

employees is evenly matched, so far as is possible,

to the service lives of the employees concerned. Any

excess or deficiency of the actuarial value of the assets

over the actuarial liabilities of the pension schemes is

allocated over the average expected remaining service

lives of the employees in proportion to their expected

payroll costs.

An update regarding the status of the Group’s

pension schemes is provided in note 34.

Foreign ExchangeTransactions in foreign currencies are translated at the

foreign exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign

currencies at the balance sheet date are translated to

functional currency at the foreign exchange rate ruling

at that date. Foreign exchange differences arising on

transaction are recognised in the income statement.

The assets and liabilities of foreign operations,

including goodwill and fair value adjustments arising

on consolidation, are translated to euro at the foreign

exchange rates ruling at the balance sheet date.

The revenues and expenses of foreign operations

are translated to euro at the actual rates when the

transactions occurred. Foreign exchange differences

arising on translation of the net assets of a foreign

operation are recognised directly in equity,

in a translation reserve.

Exchange gains or losses on long term intra-group

loans and on foreign currency borrowings, used to

finance or provide a hedge against Group equity

investments in non-euro denominated operations,

are taken to the translation reserve to the extent that

they are neither planned nor expected to be repaid

in the foreseeable future or are expected to provide

an effective hedge of the net investment.

LeasingEquipment and vehicles held under finance leases

are capitalised, and the future lease rental included

in liabilities. The interest content of such finance lease

rentals is charged against profits over the prime lease

term. Operating lease and contract hire rentals

are charged to Profit and Loss Account as incurred.

Research and DevelopmentAll expenditure on research and development

is written off in full against the results

of the period in which it is incurred.


One51 Annual Report & Financial Statements 2006Page 20

Year Ended31 December 2006

Continuing Acquisitions Total Operations Operations

Notes €’000 €’000 €’000

Turnover 1 97,184 24,702 121,886

Cost of sales (70,029) (16,140) (86,169)

Gross profi t 27,155 8,562 35,717

Net Operating Expenses 2 (20,403) (5,635) (26,038)

Group operating profi t 6,752 2,927 9,679

Share of operating profit of associated company 888

Profi t before exceptional items 10,567

Exceptional items 3 (874)

Profi t on ordinary activities before interest 9,693

Interest payable and similar charges:

Bank and other interest 4 (968)

Accrued coupon on CLNs 4 (4,027)

Profi t on ordinary activities before taxation 4,698

Taxation on profit on ordinary activities 9 (2,539)

Profi t on ordinary activities after taxation 2,159

Minority interests 25 373

Profi t for the fi nancial year 2,532

Dividends –

Retained profi t for the fi nancial year attributable to

equity shareholders including share of associates 2,532

On behalf of the Board



CONSOLIDATED PROFIT AND LOSS ACCOUNTFor the year ended 31 December 2006

9423 one51 Accounts FINAL.indd 209423 one51 Accounts FINAL.indd 20 13/07/2007 16:55:4013/07/2007 16:55:40

One51 Annual Report & Financial Statements 2006 Page 21

Year Ended 31 December 2006

Notes €’000

Profit for the financial year 23 2,532

Currency translation differences 23 744

Total recognised gains and losses relating to the year 3,276

CONSOLIDATED STATEMENT OF TOTALRECOGNISED GAINS AND LOSSESFor the year ended 31 December 2006



Notes 31 December 31 December2006 2005

€’000 €’000

Fixed assets

Intangible assets 11 64,933 14,380

Tangible assets 12 87,726 54,955

Financial assets 13 244,489 144,524

397,148 213,859

Current assets

Stocks 14 4,137 1,711

Debtors 15 41,941 21,767

Cash at bank and in hand 33,313 2,398

79,391 25,876

Creditors: amounts falling due within one year 16 (57,470) (76,145)

Net current assets/(liabilities) 21,921 (50,269)

Total assets less current liabilities 419,069 163,590

Creditors: amounts falling due after more than one year 17 (79,281) (586)

Deferred tax asset 20 1,010 4,294

Capital grants 21 (300) (379)

Net assets 340,498 166,919

Capital and reserves

Called up share capital 22 44,943 44,509

Share premium 23 1,086 –

CLN reserve 23 167,834 –

Revenue reserves 23 123,953 121,534

Translation reserve 23 744 –

Shareholders’ funds 24 338,560 166,043

Minority shareholders’ interests 25 1,938 876

Shareholders’ funds – equity 340,498 166,919




CONSOLIDATED BALANCE SHEETAs at 31 December 2006



Notes 31 December 31 December2006 2005

€’000 €’000

Fixed assets

Intangible assets – –

Tangible assets 12 23,841 22,623

Financial assets 13 237,933 161,527

261,774 184,150

Current assets

Stocks 14 – –

Debtors 15 101,615 25,117

Cash at bank and in hand 1,052 629

102,667 25,746

Creditors: amounts falling due within one year 16 (28,277) (48,893)

Net current assets/(liabilities) 74,390 (23,147)

Total assets less current liabilities 336,164 161,003

Creditors: amounts falling due after more than one year 17 (4,977) –

Deferred tax asset 20 1,785 500

Capital grants 21 – –

Net assets 332,972 161,503

Capital and reserves

Called up share capital 22 44,943 44,509

Share premium 23 1,086 –

CLN reserve 23 168,892 –

Revenue reserves 23 118,051 116,994

Shareholders’ funds – equity 332,972 161,503




COMPANY BALANCE SHEETAs at 31 December 2006



Notes Year Ended31 December

2006€’000

Net cash outflow from operating activities 26 (808)

Returns on investments and servicing of finance 26 (951)

Taxation paid 26 (479)

Related party balances 26 (8,132)

Capital expenditure and financial investments 26 (123,507)

(133,877)

Acquisitions 26 (49,429)

Net cash outfl ow before fi nancing (183,306)

Financing 26 172,108

Decrease in cash for the year (11,198)

RECONCILIATION OF NET CASH FLOWTO MOVEMENT IN NET DEBTFor the year ended 31 December 2006 Notes Year Ended

31 December2006

€’000

Increase in cash for the year 27 30,915

Increase in debt for the year 27 (39,359)

Changes in net debt resulting from cash flows 27 (8,444)

Increase in finance leases for the year 27 (2,754)

Movement in net debt in the year 27 (11,198)

Net cash at 1 January 2006 27 (33,457)

Net (debt)/cash at end of year 27 (44,655)

CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31 December 2006



1 Segmental Information on Turnover

Total€’000

By class of business

Recycling and Treatment 55,318

Plastics 10,980

Food 55,588

121,886

By geographical area

Ireland 111,449

United Kingdom 10,437

121,886

Further segmental information has not been given as, in the opinion of directors, to do so would be prejudicialto the interests of the Group.

2 Operating Expenses/(Income)

Total€’000

Distribution costs 5,173

Sales & marketing expenses 3,967

Administration costs (net) 13,701

Depreciation & amortisation 4,993

Other operating expenses/(income) (1,796)

26,038

NOTES(forming part of the financial statements)



3 Exceptional ItemsYear Ended

31 December 2006€’000

Reorganisation and restructuring of continuing operations 835

Other 39

874

4 Interest Payable and Similar ChargesYear Ended

31 December 2006€’000

On bank loans, overdrafts and other loans wholly repayable within five years 317

On finance leases 151

On deferred consideration 438

On bank loans and overdrafts – associates 62

Bank and other interest 968

Accrued interest on CLNs 4,027

4,995

On 23 April 2007, the Board of Directors wrote to all CLN holders offering them an option to convert their loannotes (including accrued interest) into ordinary shares in One51 on 29 June 2007, if they so wished.

94% of the holders (representing €142 million in value) of the two CLN issues made the decision in June 2007 toconvert into ordinary shares of One51. €3.5 million of the accrued interest on CLNs stated above relates to theseCLN holders and will convert into ordinary shares rather than become payable in cash.

5 Statutory and Other InformationYear Ended

31 December 2006€’000

■ Auditors’ remuneration – for audit 177

– for non-audit services –

■ Depreciation of: – Owned tangible fixed assets 4,868

– Leased tangible fixed assets 125

■ Capital grants amortised (79)




6 Profi t Attributable to One Fifty One plcA profit for the year after taxation and attributable to ordinary shareholders amounting to €1,057,614 has beenaccounted for in the financial statements of the Holding Company. As permitted by Section 3 (2) of the CompaniesAmendment Act, 1986, a separate Profit and Loss Account of the Holding Company is not presented.

7 Directors’ RemunerationYear Ended

31 December 2006€’000

Salaries to executive directors (including benefits in kind) 1,183

Fees to non-executive directors 100

Other remuneration including pension contributions 93

1,376

8 Staff Numbers and CostsYear Ended

31 December 2006No. of Employees

Administration/management 108

Operations 534

642

The aggregate payroll costs of these employees were as follows:Year Ended

31 December 2006€’000

Wages and salaries 23,811

Social welfare costs 1,906

Other pension costs 614

26,331

9 Taxation on Profi t on Ordinary ActivitiesYear Ended

31 December 2006€’000

Current tax

Ireland – current corporation tax 200

Overseas – current corporation tax 645

845

Share of associates corporation taxation 62

907

Overprovision in respect of prior year (921)

Deferred taxation debit 2,553

2,539

In calculating the corporation tax liability for the year no deduction can be claimed for the accrued intereston the CLNs as a deduction can only be claimed when the interest is paid in cash (see Note 31).




10 Acquisitions of SubsidiariesAt 31 December

2006€’000

Net assets acquired (excluding cash) 9,506

Fair value adjustment 1,644

Less minority interest (1,435)

Group Share of Net Assets Acquired 9,715

Total Consideration including Costs of Acquisition:

– Cash payment 53,676

– Cash acquired (5,391)

– Deferred consideration 10,878

– Capitalised costs 1,144

Total Consideration 60,307

The information relating to each individual acquisition is not disclosed as, in the opinion of the directors,this is considered to be commercially sensitive information.

The deferred consideration relating to acquisitions is recorded at the present value of future paymentsusing a discount rate approximating to cost of funds.

11 Intangible Assets (Goodwill)At 31 December At 31 December

2006 2005€’000 €’000

Group

Cost

At 1 January 2006 14,956 11,385

Provision for diminution – (5,122)

Adjustment and reclassification to goodwill (52) –

Acquisitions in year 50,592 8,693

Other 13 –

At 31 December 2006 65,509 14,956

Amortisation

At 1 January 2006 (576) (384)

Amortisation in year – (192)

At 31 December 2006 (576) (576)

Net Book Value 64,933 14,380




12 Tangible Assets(i) Tangible Fixed Assets (Group)

Land and Plant and Motor Buildings Machinery Vehicles Total

€’000 €’000 €’000 €’000

Group

Cost/Valuation

At 1 January 2006 34,111 44,022 2,514 80,647

Additions in year 20,839 8,334 418 29,591

Relating to acquisitions 4,965 13,351 556 18,872

Disposals in year (1,415) (8,809) (104) (10,328)

At 31 December 2006 58,500 56,898 3,384 118,782

Depreciation

At 1 January 2006 1,772 22,318 1,602 25,692

Charge for the year 274 4,301 418 4,993

Relating to acquisitions 340 5,521 70 5,931

Disposals in year (522) (5,002) (36) (5,560)

At 31 December 2006 1,864 27,138 2,054 31,056

Net Book Value

At 31 December 2006 56,636 29,760 1,330 87,726

At 31 December 2005 32,339 21,704 912 54,955

(ii) Tangible Fixed Assets (Company)Land and Plant and Motor

Buildings Machinery Vehicles Total€’000 €’000 €’000 €’000

Company

Cost

At 1 January 2006 22,000 528 182 22,710

Additions in year 78 1,356 5 1,439

At 31 December 2006 22,078 1,884 187 24,149

Depreciation

At 1 January 2006 – 10 77 87

Charge for the year – 191 30 221

At 31 December 2006 – 201 107 308

Net Book Value

As at 31 December 2006 22,078 1,683 80 23,841

As at 31 December 2005 22,000 518 105 22,623




13 Financial Assets(i) Financial Assets Group Company

At 31 December At 31 December At 31 December At 31 December2006 2005 2006 2005

€’000 €’000 €’000 €’000Cost as at 1 January 2006 139,810 – 161,527 –

Transferred from Irish Agricultural Wholesale Society Ltd – 139,810 – 147,449

Additions during the year 103,225 – 76,656 14,881

Disposals during the year (3,648) – (250) (803)

Cost as at 31 December 2006 239,387 139,810 237,933 161,527

The cost of quoted investments held by the Group at 31 December 2006 is €217 million. The market value on thatdate was €436 million. The cost of quoted investments held by the Company at 31 December 2006 is €171 million.The market value on that date was €395 million.

(ii) Investment in Associate Group Company


€’000 €’000 €’000 €’000

As at 1 January 2006 4,714 – – –

Transferred from Irish Agricultural Wholesale Society Ltd – 4,714 – –

Share of operating profits for the year 888 – – –

Less: Group share of associate’s tax charge for the year (62) – – –

Less: Group share of associate’s interest charge for the year (62) – – –

Less: Dividends received from associate (376) – – –

As at 31 December 2006 5,102 4,714 – –

Total Financial Assets as at 31 December 2006 244,489 144,524 237,933 161,527

14 Stocks Group Company


€’000 €’000 €’000 €’000

Raw materials and consumables 3,632 1,507 – –

Finished goods and goods for resale 505 204 – –

4,137 1,711 – –

There are no material differences between the replacement cost of stock and the balance sheet amounts.

15 Debtors Group Company


€’000 €’000 €’000 €’000

Amounts falling due within one year

Trade debtors 23,606 10,982 346 –

Amounts owed by group undertakings – – 97,550 20,385

Amounts owed by related parties 13,723 3,984 1,808 2,267

Prepayments and accrued income 4,346 5,831 1,891 2,145

Taxes recoverable – 970 – 320

Other debtors 266 – 20 –

41,941 21,767 101,615 25,117




16 Creditors: Amounts falling due within one year Group Company


€’000 €’000 €’000 €’000

Loans and other borrowings (note 18)Bank loans and overdrafts 9,563 34,893 – –Obligations under finance leases and hire purchase contracts 1,755 375 – –

11,318 35,268 – –Creditors

Trade creditors 17,522 12,381 442 349Other creditors including tax and social welfare 3,580 – – –Amounts owed to group undertakings – – 13,450 30,481Amounts owed to related parties 1,607 – 3,027 621Accruals and deferred income 18,901 23,747 9,032 13,086Deferred consideration 3,360 2,000 1,481 2,000Taxation 1,182 2,749 845 2,356

57,470 76,145 28,277 48,893

17 Creditors: Amounts falling due after more than one year Group Company


€’000 €’000 €’000 €’000

Loans and other borrowings

Bank loans (Note 18) 64,690 – – –Deferred consideration on acquisition 8,604 – 4,977 –

73,294 – 4,977 –Trade creditors and accruals (i) 4,027 – – –

Finance lease obligations 1,960 586 – –

79,281 586 4,977 –

(i) Includes CLN interest (see note 4)

18 Details of BorrowingsWithin Between one & Between two &

one year two years fi ve years Total€’000 €’000 €’000 €’000

Group

Repayable other than by instalments:Bank overdrafts (i) (9,563) – – (9,563)

Repayable by instalments:Bank loans (i) – – (64,690) (64,690)Obligations under finance leases andsimilar hire purchase contracts (1,755) (1,960) – (3,715)

(11,318) (1,960) (64,690) (77,968)

(i) The bank loans are secured against certain property and other assets of the One51 Group.




19 Long Term Incentive PlanThe Group is continuing the establishment and roll-out of a Long Term Incentive Plan (‘LTIP’) for certain employeesof the Group which will provide for the granting of various share awards to include share options. The LTIP willprovide the Group with a valuable tool. The LTIP will be structured to provide an overall framework within whichvarious types of share awards may be used by the Board to incentivise, retain and reward senior executives fordriving the achievement of superior financial targets. The economic cost to the Group and the shareholders of thevarious reward schemes will be controlled through an overall 15% limit. Within the prescribed limit, the Board willcontrol the level of participation by individuals.

During the year, certain employees were awarded restricted shares under the Annual Executive Bonus Plan (the‘Plan’), one of the share schemes under the LTIP. The purpose of the Plan is to retain, reward and motivate certainemployees of the Group and in certain cases to assist in recruiting senior executives to the Group. During theyear ended 31 December 2006, 434,286 restricted ordinary shares were awarded to employees of the Group. Theshares generally are restricted for the earlier of three years and one week after the date of award or the death of anaward holder. Restricted shares are entitled to vote and receive dividends but may not be transferred during theperiod of restriction.

20 Deferred Tax AssetGroup Company€’000 €’000

At 1 January 2006 4,294 500

(Charged)/credited during year (2,553) 1,285

Acquired during the year (731) –

At 31 December 2006 1,010 1,785

Deferred taxation

The amounts provided for deferred taxation arise from losses forward and temporary timing differences.There are no material unprovided amounts.

21 Capital Grants Group Company


€’000 €’000 €’000 €’000

At 1 January 2006 379 459 – –

Amortised in year (79) (80) – –

At 31 December 2006 300 379 – –




22 Called up Share CapitalAt 31 December

2006€’000

Authorised

200,000,000 ordinary shares of €1 each 200,000

200,000

Allotted, called up and fully paid

Equity shares

Opening balance at 1 January 2006: 44,508,900 ordinary shares of €1 each 44,509

Issued shares: 434,286 ordinary shares of €1 each 434

Closing balance at 31 December 2006: 44,943,186 ordinary shares of €1 each 44,943

23 Reserves

CLN Share Translation Profit & LossReserve Premium Reserves Account Total

€’000 €’000 €’000 €’000 €’000

Group

At 1 January 2006 – – – 121,534 121,534

Share premium on issue of new shares i – 1,086 – – 1,086

Reserve created on the issue of CLNs ii 167,834 – – – 167,834

Reserve arising on the translation of foreign currency – – 744 – 744

Reclassification of Revenue Reserves to Goodwill – – – (113) (113)

Group share of retained profits for the year – – – 2,532 2,532

At 31 December 2006 167,834 1,086 744 123,953 293,617

Group 167,834 1,086 744 123,190 292,854

Associate – – – 763 763

Total 167,834 1,086 744 123,953 293,617

Company

At 1 January 2006 – – – 116,994 116,994

Share premium on issue of new shares – 1,086 – – 1,086

Reserve created on the issue of CLNs 168,892 – – – 168,892

Retained profit for the year – – – 1,057 1,057

At 31 December 2006 168,892 1,086 – 118,051 288,029

(i) The share premium arises on the issue of restricted shares to certain employees during the year asoutlined in note 19 above.

(ii) During the year the Company issued CLNs pursuant to two separate CLN offers. In accordance withFinancial Reporting Standard 25 ‘Financial Instruments – Disclosure and Presentation’ these CLNs havebeen accounted for as equity instruments and a reserve has been created to reflect this accounting

treatment.




24 Reconciliation of Movements in Shareholders’ FundsAt 31 December

2006€’000

Total recognised gains and losses for the year 3,276CLN reserve 167,834Nominal value of shares issued 434Share premium on shares issued 1,086

Reclassification to goodwill (113)

Net increase in shareholders’ funds 172,517

Shareholders’ funds at 1 January 2006 166,043

Shareholders’ funds at 31 December 2006 338,560

The shareholders’ funds are all attributable to the equity shares.

25 Minority InterestAt 31 December

2006€’000

Minority interest at 1 January 2006 876On acquisition 1,435

Share of results for the period (373)

Minority interest at 31 December 2006 1,938

26 Analysis of headings grouped in cash fl ow statementAt 31 December

2006€’000

Profit on ordinary activities before taxation 4,698Depreciation and amortisation of tangible fixed assets 4,993Interest payable and similar charges 4,995Share of operating profit of associated undertakings (888)Gain on disposal of investments (890)Grants amortised (79)

Cash inflow before working capital 12,829Increase in stocks (803)Increase in debtors (5,386)Decrease in creditors (7,448)

Net Cash Outfl ow from Operating activities (808)

Return on Investment & Servicing of Finance:

Interest Paid (951)

(951)

Taxation:

Corporation tax paid during the year (479)

(479)




26 Analysis of headings grouped in cash fl ow statement (continued)At 31 December

2006€’000

Related party balances:

Movement in related party balances (8,132)

(8,132)

Capital expenditure and fi nancial investments:

Purchases of tangible fixed assets (29,591)

Disposal of tangible fixed assets 267

Purchases of financial assets (98,723)

Disposal of financial assets 4,540

(123,507)

Acquisitions:

Cost of acquiring subsidiaries – net of cash acquired (48,285)

Acquisition costs paid (1,144)

(49,429)

Financing:

Finance lease drawdowns/(repaid) – net 2,754

Convertible loan notes 167,834

Share Issue 1,520

172,108

Decrease in Cash (11,198)

27 Analysis of changes in net debt during the year2005 Cash fl ows 2006

€’000 €’000 €’000

Cash 2,398 30,915 33,313

Overdrafts (6,136) (3,427) (9,563)

Term Loans (28,758) (35,932) (64,690)

(32,496) (8,444) (40,940)

Finance leases (961) (2,754) (3,715)

Net debt (33,457) (11,198) (44,655)

28 CommitmentsDuring the year One51 entered into agreements with two private equity funds to contribute a total of €25 millionto investment opportunities as they arise. Subsequent to the year end, contributions were made totalling €4.65million to specific investments.

Commitments in relation to contracted capital expenditure at the end of the year amounted to €335,000.




29 ContingenciesIn the opinion of the Directors, there are no material contingent liabilities that require separate disclosurein respect of the Company or the Group.

30 Bank SecurityThe Group entered into a five year syndicated bank facility on 15 December 2006 totalling €280 million.These facilities are secured on certain assets of the parent and a number of subsidiary companies.

31 Convertible Loan Notes (‘CLNs’)The main terms of the CLNs issued on 13 January 2006 and on 20 July 2006 by One Fifty One plc (‘One51’)are outlined below (should not be substituted for original CLN offer documentation):

1. Convertible Loan Notes issued on 13 January 2006

1.1 Conversion on an Initial Public Offering or Trade Sale

The noteholders shall be entitled to convert all but not part of their CLNs (including accrued but unpaid interest)into Ordinary Shares on the notification to them by the Company of the occurrence of one of the following(‘Conversion Event’):

(a) an initial public offering of the shares of the Company; or

(b) the sale of 51% or more of the issued share capital of the Company; or

(c) the sale of the whole or a substantial part of the business and assets of the Company.

The Company will be required to notify the noteholders of their right to convert on the occurrence of any one of theevents described above. The noteholders will then have a period of 20 working days from notification to notify theCompany of their intention to convert their CLNs into Ordinary Shares, failing which they will lose forever the rightto convert their CLNs into Ordinary Shares.

1.2 Conversion after Three Years

On the third anniversary of the issue of the CLNs, each noteholder will become entitled to convert not less than50% of his CLNs (including accrued but unpaid interest) into Ordinary Shares, provided that a Conversion Eventhas not previously occurred. The noteholders will have 60 days from the third anniversary of the issue of theCLNs to notify the Company of their intention to convert their CLNs into Ordinary Shares.

1.3 Conversion after Five Years

From the fifth anniversary of the issue of the CLNs, provided that a Conversion Event has not previously occurred,each noteholder will become entitled to convert not less than 50% of his CLNs (including accrued but unpaidinterest) into Ordinary Shares during the following periods:

(a) a period of 60 days beginning on the fifth anniversary of the issue of the CLNs;

(b) a period of 14 working days following notification by the Company that it intends to redeem the CLNs;

(c) on an annual basis, a period of 10 working days following the earlier of i) the announcement of theannual results or ii) the publication of the audited accounts of the Company.

1.4 Redemption

If a Conversion Event has occurred and the noteholder has not elected to convert his CLNs into Ordinary Sharesunder paragraph 1.1 above, the right of conversion is lost forever, and the Company shall be entitled to redeemthe CLNs at any time.




31 Convertible Loan Notes (continued)If a noteholder does not elect to convert a minimum of 50% of his CLNs into Ordinary Shares within 60 daysof the fifth anniversary of the issue of the CLNs in accordance with paragraph 1.3 above, the Company shallbe entitled to redeem the CLNs held by that noteholder at any time thereafter.

The Company shall never be required to redeem the CLNs unless a specified event of default has occurredin relation to the Company.

Payment of any principal and interest in respect of the CLNs is subordinated to all monies owing in respectof bank debt.

1.5 Coupon

Interest will accrue on the principal amount outstanding on the CLNs from the date of issue at a rate of 4.0% perannum compounded annually in arrears. Interest payments accrued from years one to five inclusive will be rolled-up and will become convertible into Ordinary Shares on the same terms as the principal of the CLNs. However,if conversion has not occurred by the end of year five, the interest payments from years one to five inclusive shallbe payable in cash on the fifth anniversary of the issue of the CLNs or upon the redemption of the CLNs if earlier.Interest on the CLNs accruing after the fifth anniversary of the issue of the CLNs shall be payable in cash onan annual basis in arrears commencing on the sixth anniversary of the issue of the CLNs, unless the CLNs areconverted or redeemed prior to this date.

1.6 Conversion Price

The CLNs are convertible into ordinary shares at a share price of €3.37.

2. Convertible Loan Notes issued on 20 July 2006

2.1 Conversion on an Initial Public Offering or Trade Sale

Noteholders will be entitled to convert not less than 100% of their CLNs (including accrued but unpaid interest)into Ordinary Shares on the occurrence of one of the following events (‘Conversion Event’):

(a) an initial public offering of the shares in the Company on a recognised Stock Exchange; or

(b) the sale of 51% or more of the issued share capital of the Company; or

(c) the sale of the whole or a substantial part of the business and assets of the Company; or

(d) a merger transaction pursuant to which the Company issues new shares equal to 50% or greaterof the issued share capital of the Company.

The Company will be required to notify the noteholders of their right to convert on the occurrence of any oneof the events described above. The noteholders will then have a period of 60 days from notification to notifythe Company of their intention to convert their CLNs into Ordinary Shares.

In the case of a Conversion Event under (d) above, the entitlement to convert will commence 12 months fromthe date of the merger transaction (but will in any event cease on 30 April 2011).

If a noteholder fails to exercise his/her conversion right on the occurrence of a conversion event, then, in suchcircumstances the noteholder will not be entitled to convert any of the CLNs pursuant to paragraph 2.2.

2.2 Conversion at 28 February 2011

On 28 February 2011, provided that a Conversion Event has not previously occurred, each noteholder will becomeentitled to convert not less than 100% of his CLNs (including accrued but unpaid interest) into Ordinary Shares.The noteholders will have 60 days from 28 February 2011 to notify the Company of their intention to convert theirCLNs into Ordinary Shares.




31 Convertible Loan Notes (continued)

2.3 Conversion Prior to 28 February 2011

The Company may (but shall not be obliged to) by Notice in writing to all noteholders invite noteholders to convertall (but not some only) of their CLNs at certain time(s) prior to 28 February 2011 at the Conversion Price set out inparagraph 2.5.

2.4 Redemption

To the extent that a noteholder has not converted all his CLNs pursuant to paragraphs 2.1 to 2.3 (inclusive) above,then from 30 April 2011 onward the Company will have the option to redeem the CLNs (including any accrued butunpaid interest) for cash at its absolute discretion. The Company shall never be required to redeem the principalamount of the CLNs unless a specified event of default has occurred in relation to the Company.

2.5 Conversion Price

The CLNs are convertible into Ordinary Shares in the Company at a share price of €4.00.

2.6 Coupon

Interest will accrue on the principal amount outstanding on the CLNs from the date of issue at a rate of 4%compounded annually in arrears. Interest will be rolled up and will become convertible into Ordinary Shares onthe same terms as the principal amount of the CLNs on the occurrence of a Conversion Event or conversion at 28February 2011. However, if conversion has not occurred by 28 February 2011, the rolled-up interest will becomepayable in cash at the end of the 60 day notice period following this date. Thereafter, interest will be paid annuallyin cash in arrears.

32 Post Balance Sheet EventsOn 1 January 2007, One51 acquired 95% of Resmar Group A.G., a leading electronic recycler in Switzerland.

On 30 January 2007, the Group acquired the trade and assets of Thormac Engineering Ltd, an injection mouldingcompany based in Shannon, Ireland.

On 30 January 2007, the Group acquired the trade and assets of a recycling and treatment business locatedin Croydon, London and this represents the first step in the group’s expansion plans into the South East of theUnited Kingdom.

Holders of CLNs issued on 13 January 2006 approved at a meeting in March 2007 that legal documentation beamended to enable the company invite all noteholders (by notice in writing to all noteholders) to convert all oftheir Notes (including accrued but unpaid interest) at the conversion price set out in Note 31 (1.6).

On 7 February 2007, the Society effected a share exchange with its members whereby the shares held by theSociety in One51 were passed back to the members of the Society in exchange for the cancellation of sharesthe members held in the Society itself. From this date One51 ceased to be a subsidiary company of the Society.

On 23 April 2007, the Board of Directors wrote to all CLN holders offering them an option to convert their loannotes (including accrued interest) into ordinary shares in One51 on 29 June 2007, if they so wished. 94% of theholders (representing €142 million in value) of the two CLN issues made the decision in June 2007 to convertinto ordinary shares of One51.

On the 17 May 2007, One51 Group acquired 100% of the issued share capital of Reclamet Ltd, an End of LifeVehicle recycler based in Kent, UK.




32 Post Balance Sheet Events (continued)In early April 2007, the One51 Group and Doyle Shipping Limited formed a consortium with regard to making a possibleoffer for Irish Continental Group Limited (‘ICG’). The One51 Group has acquired options to purchase 2,642,189 ordinaryshares in ICG. On 14 June 2007, the One51 Group together with Doyle Shipping Limited announced that they hadreached an agreement with the Independent Board of ICG on the terms of a recommended acquisition for cash of theentire issued and to be issued share capital of ICG by means of a scheme of arrangement The cash considerationvalues the entire issued and to be issued share capital of ICG at approximately €560.9 million. This process was stillongoing at the time of signing the financial statements.

33 Key Operating Subsidiaries, Associates and Joint VenturesName Registered Country of Proportion held by Principal activity

Offi ce Incorporation Company Subsidiary

Andrew and Mark Smith Metals Ltd ii United Kingdom 100% Metal Recycling

Cullen Environmental Services Ltd i Ireland 100% Recycling and Treatment

Enplast Ltd i Ireland 100% Manufacturer of Polyproplene Sheeting

Glassdon Ltd iii Northern Ireland 72.50% Glass & Dry Recycling

Irish Pride Bakeries Ltd i Ireland 100% Manufacturer andDistribution of Bread Products

One Fifty One Capital Ltd i Ireland 100% Investment Company

One Fifty One Services Ltd i Ireland 100% Management ServicesCompany

One Fifty One Treasury Services i Ireland 100% Treasury Services Company

Pinilla Ltd i Ireland 100% Intermediate holding Company

Plunkett Holdings UK Ltd iv United Kingdom 100% Intermediate holding Company

Premier Proteins (2000) Ltd i Ireland 100% Rendering

Renore Ltd vi Ireland 50% Joint Venture vehicle holdingGreenore Port investment

Protech Performance Plastics Ltd i Ireland 100% Injection Moulding Company

Returnbatt Ltd i Ireland 100% Battery Recycling

Rilta Environmental Ltd i Ireland 100% Recycling and Treatment

Soils Environmental Services Ltd i Ireland 100% Recycling and Treatment

Tallgrove Properties Ltd iii Northern Ireland 72.50% Property Company

TechRec Ireland Ltd i Ireland 51% Electronic Recycling

TechRec (NI) Ltd v Northern Ireland 70% Electronic Recycling

(i) Registered Office is 151 Thomas Street, Dublin 8.

(ii) Registered Office is Darbishire Street, Off Waterloo Street, Bolton, BL1 2TN, United Kingdom.

(iii) Registered Office is 52 Creagh Road, Toomebridge, Co. Antrim BT41 3SE, Northern Ireland.

(iv) Registered Office is 80–83 Long Lane, London EC1A 9ET, United Kingdom.




33 Key Operating Subsidiaries, Associates and Joint Ventures (continued)(v) Registered Office is 110 Trewmont Road, Killyman, Dungannon, Northern Ireland.

(vi) Registered Office is Dublin Port Company, Port Centre, Alexandra Road, Dublin 1.

A full list of subsidiaries, associates and joint venture will be filed with the relevant Registrar of Companies.

The Group has shareholdings of 25.52% and 26.89% in NTR plc and Augean PLC respectively. The Group doesnot exercise significant influence over the operating policies of these entities. Therefore, in the opinion of thedirectors these shareholdings are investments and are treated as financial assets in the financial statementsof the Group.

34 Pension InformationThe parent company of One Fifty One Plc, the Irish Agricultural Wholesales Society Limited (‘the Society’)was formerly a member of The IAWS Group & Society Pension Scheme/Superannuation Fund (‘the combinedscheme’). A decision was made to wind up the Combined Scheme with effect from 7 September 2005.

With effect from 8 September 2005, the Society established the One Fifty One Limited Pension Scheme (the‘One51 Scheme’) to provide benefits to those employees of the Society, One51 and its subsidiaries who hadpreviously participated in the Combined Scheme. The One51 Scheme, like the Combined Scheme, is a definedpension scheme. Following the completion of the wind up process of the Combined Scheme by its principalSponsoring Employer in 2006, a transfer payment representing the Society’s share of the Combined Scheme’sfunds was made to the One51 Scheme.

The disclosures required under Financial Reporting Standard 17 ‘Retirement Benefits’ (FRS 17) are outlinedbelow. The Group has not recognised the Service Cost and Finance Income charges/credits in the Profit andLoss Account for 2006 as these have been offset by accruals. Charges/credits relating to these items will befully recognised in the Profit and Loss Account going forward.

The Group operates a number of defined benefit schemes with assets held in separate trustee administered funds.The two material defined benefit schemes are the One Fifty One Limited Pension Scheme and the Irish PrideBakeries Limited Plan.

The date of the most recent full actuarial valuation of the One Fifty One Limited Pension Scheme was 1 August2006. The agreed company contribution rate for the period 1 August 2006 to 1 August 2009 is 23.6% ofpensionable salaries. The date of the most recent full actuarial valuation of the Irish Pride Bakeries Limited Planwas 1 October 2003. The agreed company contribution rate for the period 1 October 2004 to 1 October 2007is 9.5% of pensionable salaries.

The valuation of the defined benefit schemes under FRS17 at 31 December 2006 has been based on the resultsof the most recent full actuarial valuations. These valuations have been updated by an independent actuary totake account of the requirements of FRS17 in order to assess the liabilities at the balance sheet date. Assetsare stated at their mid-market value.

FRS 17 Disclosures

The financial assumptions used to calculate the schemes’ liabilities under FRS 17 as at 31 December 2006were as follows:

Discount rate 4.75%

Inflation rate 2.50%

Salary increases 4.00%

Pension increases (2007/2008/2009) 2.75%/2.50%/0.00%




34 Pension Information (continued)The value and distribution of the assets in the schemes, the expected rates of return and the schemes’ liabilitiesas at 31 December 2006 were:

Expected Asset Distribution and Value atReturn 31 December 2006

€’000

Equities 7.5% 6,338

Bonds 3.5% 2,095

Property – –

Other – –

Present value of schemes’ assets 8,433

Present value of schemes’ liabilities 8,138

Net surplus in schemes’ 295

The financial assumptions used to calculate the schemes’ service costs for the year ended 31 December 2006were as follows:

Discount rate 4.25%

Inflation rate 2.50%

Salary increases 4.00%

Pension increases (2007/2008/2009) 2.75%/2.50%/0.00%

Service Cost: Year Ended 31 December 2006

€’000

Current service cost 489

Past service cost 40

Settlements and curtailments (40)

Total Service Costs 489

Analysis of amounts to be credited to other Finance Income:€’000

Interest on schemes’ liabilities 397

Expected return on schemes’ assets (427)

Other Finance Income (30)

Analysis of amount to be recognised in Statement of Recognised Gains and Losses (STRGL):€’000

Actual return less expected return on scheme assets (134)% of schemes’ assets 1.6%Experience gains/(losses) on schemes’ liabilities (303)% of schemes’ liabilities 3.7%Changes in assumptions 665

% of schemes’ liabilities 8.2%

Actuarial gain to be recognised in STRGL 228

The actuarial gain on the schemes has not been recognised in the Consolidated Balance Sheet as it is notconsidered material.




34 Pension Information (continued)Movement in surplus/(deficit) during the year:

€’000

Surplus/(Deficit) at beginning of year (2,863)

Movement in year:

Current service cost (489)

Company contributions 3,389

Past service costs (40)

Settlements and curtailments 40

Other inance income 30

Actuarial gain 228

Surplus/(Deficit) at end of year before deferred tax 295

35 Approval of fi nancial statementsThe board of directors approved these financial statements on 26 June 2007.



151 Thomas Street, Dublin 8, Ireland T: +353 (0)1 612 1151 F: +353 (0)1 612 1210

E: [email protected] www.one51.com

This Annual Report is printed on environmentally friendly stock, which is produced from Sustainable Forests,

30% Mill Broke/Post Consumer Waste.

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