Slides
Page 1
Annual Results Presentation Year ended 30 June 2026 ‘FY 2026’ Solid set of results with improved LFLs, resilient earnings growth and continued M&A progress CEO Richard Fairman CFO Robin Alfonso CVO Paul Higgs
Page 2
Agenda Highlights 1 Financial Review 2 Growth drivers 3 Outlook 4
Page 3
1 Highlights
Page 4
4 Trading in line with expectations, with future growth in the UK and Australia through M&A Our purpose To give the best possible care to as many animals as possible We are trading in line with market expectations1 seeing positive like-for-like growth2 We have a strong business model and scalable platform for growth We operate in large markets with strong fundamentals delivering consistent multi year growth We continue to grow our presence in Australia through accretive acquisitions and have also signed contracts on our first UK acquisition following the CMA conclusion We have clear plans to support volume growth through our divisions We continue to invest in our facilities, clinical equipment and technology to deliver the highest standards of care for clients and their animals, whilst maintaining our position as a leading veterinary group We have extended our loan facilities on improved terms to May 2030 and returned £31.7m to shareholders through share buybacks during the period, with up to c.£38.0m to be returned in FY27 bringing the total to £70m returned to shareholders in buybacks in c.12 months CMA market investigation concluded, with the final remedies order now published, providing clarity and regulatory certainty, with most recommendations implemented and the rest in hand. 1. The company compiled consensus range and averages for FY2027: adjusted EBITDA of £149.0m to £151.7m with an average of £150.4m; and adjusted EPS of 89.3p to 99.6p with an average of 94.9p. This is based upon eleven analyst estimates. 2. Financial measures are defined on page 33.
Page 5
+ 0.45x up from 1.18x in FY 2025 5 Solid set of results with improved LFLs, resilient earnings growth and continued M&A progress Total Revenue £712.8m + 5.9% up from £673.2m in FY 2025 Adjusted EBITDA £141.5m + 5.1% up from £134.6m in FY 2025 Like-for-like (LFL) +2.1% + 1.9ppts up from 0.2% in FY 2025 Adjusted EPS 85.6p + 6.9% up from 80.1p in FY 2025 Australia sites 57 + 14 up from 43 in FY 2025 Leverage 1.63x Client NPS 80.6 + 1.7ppts up from 78.9 in FY 2025 Employee NPS 5.8 + 2.7ppts up from 3.1 in FY 2025 Financial measures are defined on page 33
Page 6
6 Driven by Care, Value and Service Our business model and platform for future growth….
Page 7
7 References are available on slide 32 We operate in large markets with established leading positions, underpinned by strong fundamentals Increased and now stable pet population2 A larger installed base expands the addressable pool for veterinary care02 01 Humanisation of pets¹ Owners increasingly prioritise quality, prevention and continuity of care 03 Increasing life expectancy of pets3 Longer pet lifespans means more years of care and increased lifetime clinical needs and engagement 04 Advances in veterinary care Broader diagnostics and treatments deepen the range and intensity of care provided 05 Resiliency through economic cycles Structural tailwinds support durable organic growth with lower cyclicality Same number of pets × more years × more care = an expanding lifetime value pool
Page 8
8 Significant opportunity to scale and further consolidate Australia c.£3.3bn (AUS Annualised revenue c.£100m) c.3,600 (CVS 61 practice sites) Veterinary market size5 No. Practices6 Corporate consolidation c.£6.7bn (FY26 UK revenue: c.£634m) c.5,600 (CVS 423 practice sites) Pet Population7 c.37m c.15-20% (CVS share c.1-2%) c.60% (CVS share c.9%) UK c.32m* Group EBITDA c.£120m c.£20m Since 1999 CVS has grown mainly through acquisitions and is established in 2 main territories… * Includes aquatics References are available on slide 32
Page 9
9 Areas of focus to drive growth Inorganic Expansion Product Development Client Experience Client Awareness and Engagement 1 2 3 4
Page 10
2 Financial Review
Page 11
Financial Summary1 Financial Review 11 FY 2026 FY 2025 Variance Revenue £712.8m £673.2m +5.9% Like-for-like (LFL) revenue growth1 +2.1% +0.2% +1.9ppts Adjusted EBITDA1 £141.5m £134.6m +5.1% Adjusted EBITDA Margin1 19.9% 20.0% -0.1ppts Adjusted EPS1 85.6p 80.1p 6.9% Free cash flow £69.2m £72.2m -£3.0m Adjusted operating cash conversion 70.6% 76.9% -6.3ppts Net bank borrowings £199.6m £131.4m +£68.2m Leverage1 1.63x 1.18x +0.45x Capital expenditure2 £36.4m £33.2m +£3.2m Consideration for acquisitions £45.4m £30.6m +£14.8m Group ROCE 16.1% 17.3% -1.2ppts • Revenue + 5.9% • Adjusted EBITDA increased +5.1% margin stable at 19.9% • Adjusted EPS +5.5p (6.9%) • Strong balance sheet with a successful refinancing and committed facilities of £350m through to May 2030 and leverage at 1.63x below guardrail of < 2.0x • Net debt increased +£68.2m • Group ROCE reduced -1.2ppts 1. Financial measures are defined on slide 33 2. Capital expenditure includes £24.9m of investment capex and £11.5m of maintenance capex in Free Cash Flow, (2025: £22.4m investment, £10.8m maintenance)
Page 12
Solid growth in Revenue and adjusted EBITDA with margins maintained despite national insurance contribution increases and wage inflation Financial Review 12 316.3 337.3 356.9 322.4 335.9 355.9 2024 2025 2026 H1 H2 638.7 Revenue1 growth from acquisitions and return to like-for-like (LFL)2 growth (£m) 673.2 FY 2026 revenue of £712.8m up 5.9% from £673.2m with good contribution from acquisitions and LFL growth of +2.1% (FY 2025: +0.2%) LFL performance across our Veterinary Practice division was +1.0% Australia revenue is now £79.1m (FY 2025: £52.1m) benefitting from acquisitions and LFL performance of +3.0% 62.4 65.1 67.7 60.6 69.5 73.8 2024 2025 2026 H1 H2 134.6 123.0 Adjusted EBITDA increased by 5.1% to £141.5m from £134.6m benefitting from revenue growth Adjusted EBITDA margin decreased 0.1ppts to 19.9% (FY 2025: 20.0%) impacted by wage inflation, investment in online marketing and continued investment in IT The Group continues to target cost synergies and efficiencies to protect adjusted EBITDA margins and targets investment to expand margins over the longer term Adjusted EBITDA1 benefitting from top line revenue growth and stable margins (£m) + 6% CAGR + 7% CAGR 1. In H2 2025 we disposed of the Group’s former Crematoria operations. We have represented H1 2025 to reflect these operations as discontinued 2. Financial measures are defined on slide 33 712.8 141.5
Page 13
Divisional Highlights Financial Review 13 Veterinary Practices Division 577.5 616.1 648.2 Revenue +5.2% 119.7 133.0 138.7 Adjusted EBITDA +4.3% • Revenue and adjusted EBITDA growth benefitting from acquisitions made in the current and prior year • LFL performance of +1.0% reflecting weaker footfall from a continuation of softer market conditions in the UK and a weaker Q4 partly impacted by the extreme hot weather • Margins broadly maintained despite wage inflation pressures 31.6 31.4 35.0 Revenue +11.5% 9.2 9.0 11.3 Adjusted EBITDA +25.6% Laboratory Division • The laboratory continued to develop its capability to ensure it can support the wider Group focus on growing diagnostic care and saw strong growth in external case volume Online Retail Central admin 50.0 45.9 51.0 Revenue +11.1% 3.3 1.3 1.4 Adjusted EBITDA +7.7% • Our new website launched in February 2025 which provided the platform for a number of new features including, new payment options, guest checkout, subscribe and go, and more recently next day delivery • Improved adjusted EBITDA performance in the second half of the year, with exit run rate in line with 2024 • Central admin includes net RDEC recognition of £15.7m (FY 2025: £15.1m) • Gross central admin cost before RDEC are £25.6m (FY 2025: £23.8m) with the increase driven mainly by an increase in share based payments costs 9.2 8.7 9.9 Adjusted EBITDA +13.8% Financial measures are defined on slide 33
Page 14
Financial Summary1 Financial Review 14 83.3 80.1 85.6 2024 2025 2026 FY Return to Adjusted EPS (p) growth with increases in depreciation, interest and effective tax rate normalised Adjusted EPS of 85.6p up +5.5p from 80.1p benefitting from growth in EBITDA Depreciation of £41.0m (FY 2025: £38.5m) now normalised at c6% of revenue following step up in capital investment in recent years. Ongoing capex expected of less than £30.0m per annum The effective tax rate was 27.5% (FY 2025: 26.9%) with corporation rax rate of 25.0% in UK and 30.0% in Australia 59.1 72.2 69.2 2024 2025 2026 FY Free Cash Flow of £69.2m decreased 4.2% from £72.2m with increase in EBITDA offset by one off negative working capital movements largely in relation to the supply of drugs Adjusted operating cash conversion before tax and interest of 70.6%, reduced from 76.9% remained above our expected target operating cash conversion of > 70.0% Free Cash Flow (£m) stable with adjusted EBITDA growth offset by one off negative working capital movements + 8% CAGR 1. In H2 2025 we disposed of the Group’s former Crematoria operations. We have represented H1 2025 to reflect these operations as discontinued 2. Financial measures are defined on slide 33 + 6.9%
Page 15
Healthy balance sheet and strong cash generation with continued opportunity to deploy capital to generate long term shareholder returns Financial Review 1 (FY26 unaudited) 2 Inclusive of maintenance capex c. £141.5m Adjusted EBITDA + c. 70% Operating cash conversion Incl. essential maintenance capex c£12m - £15m, and rent Healthy balance sheet and strong cash generation £350m Successful refinancing with committed facilities to May 2030 / 31 c. £70m Free cash flow After tax and interest, of which c.£10m is needed for contingent deferred consideration Ordinary Dividends Progressive policy providing consistent, predictable returns to shareholders, c£6m Acquisitions Attractive pipeline of acquisitions in Aus and UK to accelerate sustainable growth, c£50m pa (If larger attractive acquisitions present themselves, the Board will consider temporarily increasing leverage >2.0x) Investment Capex Investment to maximise organic growth, focused on delivering increased revenue and enhanced margins, up to £30m pa (inclusive of maintenance) Shareholder returns Any capital deemed surplus to the key priorities above, or depending on the returns assessment over the longer term, may be returned to shareholders Capital directed to whichever option generates the highest risk adjusted returns over the longer term… Capital and cash generation Uses of capital subject to balance sheet guardrail of < x2 leverage (June 26: 1.63x) 1 2 3 15
Page 16
3 Growth drivers
Page 17
17 Inorganic opportunity - total addressable markets are large, with an opportunity for significant growth Growth drivers There is scope to grow - Australia could be a similar size to the UK… Current market Future AUSTRALIA Investment to date • > £170m invested to date (including contingent consideration paid to date) Multiples paid have been stable at around 6x adjusted EBITDA UK • Attractive UK M&A opportunities are starting to materialise as expected • We have exchanged contracts on a 9 vet FTE practice for initial consideration of £15.0m with completion expected in due course • We have a growing pipeline of additional opportunities No. of sites Metro areas (c40%) Independent (c80%) Acquisition criteria (c40%) Win rate (c50%) c.£90m c.£105mi i. Includes current pipeline - £0.4m EBITDA per site – Conservative win rate based on current experience EBITDA @ £0.4m per site EBITDA incl. sites owned and accepted c£135m + EBITDA Market growth More meet criteria 3,600 practices in Australia (vs 5,600 in UK) Expand target area c.1,440 practices in metro areas and small animal c.1,152 independent practices c.461, 4 + vet practices c.230 1 Australia
Page 18
18 Product development – launch of Healthy Pet Club Advanced Growth drivers Steady growth in our Healthy Pet Club subscription revenue Launch of our new Healthy Pet Club Advanced scheme • Launched July 2026 • Enhanced benefits including unlimited consultations to support pet wellbeing and lifetime partnership • New online sign up journey from July 2026 470 489 503 519 508 2022 2023 2024 2025 2026 67.3 75.6 84.7 92.3 95.5 2022 2023 2024 2025 2026 Steady increase in HPC revenues (£m) Resilient HPC membership numbers (k) 2
Page 19
19 Client experience – Digital foundations will unlock the ability to extend the client relationship beyond the consulting room Growth drivers Over 150,000 appointments booked digitally with 15% outside traditional hours, easing front-desk workload. Foundations in place: ˗ One common modern PMS across UK small animal practices ˗ Cloud based enables remote working and a centralised database ˗ Streamlined infrastructure with on-premise servers removed ˗ Open APIs makes it easier to build integrations and complementary solutions ˗ Scalable technology platform ˗ Online Client Booking ˗ HPC Digital sign-up journey ˗ AI scribe for clinical and outpatient notes on desktop and / or mobile devices ˗ Seamless AI-Driven Business Intelligence embedded within the PMS ˗ 2-way client conversations via SMS Features live or in trial: ˗ Straight through client registration journey ˗ Client logged in state for self- serve access to information, communication and engagement ˗ Improved integrated resource planner ˗ Online payment ˗ 2-way client conversations via MMS and WhatsApp Features being developed / in testing: Online booking Health records Pay now Need help? Re-order Healthy Pet Club Vision: “Pet health in your pocket” Launched August 2026 with 50% of sign ups outside of typical opening hours 3
Page 20
20 Client awareness and engagement what it feels like to be under the care of CVS Growth drivers 4 A consistent national consumer brand…. ….Focus on being the trusted veterinary partner for long term health and wellbeing through content and upweighted digital and marketing presence… Increase in awareness and consideration • Local visibility • Organic and AI led search • Digital and offline campaigns • Social media and YouTube Build stronger client relationships • Digital journeys • CRM • Educational content Increase ongoing service and value • A reason to visit • Enhanced product offerings: HPC Core and Advanced • Preventative healthcare Social media campaigns…
Page 21
4 Outlook
Page 22
22 Supported by a resilient business model and attractive acquisition pipeline, CVS is well placed to deliver sustained growth and long-term value for all stakeholders • Clear strategy to drive organic growth through enhanced client experience, expanded product offering and investment in facilities and technology • Opportunity for further inorganic growth in Australia, with two practice acquisitions completed comprising four sites completed in H1 2027, alongside exchanging contracts on a further two practice acquisitions with completion in due course • Attractive UK M&A opportunities starting to materialise as expected: we have exchanged contracts on a 9 FTE vet practice in the UK with completion expected in due course. We have a growing pipeline of additional opportunities • Healthy balance sheet and strong cash generation with continued opportunity to deploy capital to generate long term shareholder returns • Experienced management team to be strengthened by the upcoming appointment of a Chief Client Officer • FY 2027 expected to be in line with market consensus1 • Supported by strong market fundamentals, an attractive acquisition pipeline and a resilient business model, CVS is confident in the sustained growth and the opportunity ahead 1. The company compiled consensus range and averages for FY2027: adjusted EBITDA of £149.0m to £151.7m with an average of £150.4m; and adjusted EPS of 89.3p to 99.6p with an average of 94.9p. This is based upon eleven analyst estimates.
Page 23
Questions CVS Group plc Owen Road, Diss, IP22 4ER 01379 644288 Company No. 06312831
Page 24
Thank You Contact details: Investorrelations@cvsvets.com CVS Group plc Owen Road, Diss, IP22 4ER 01379 644288 Company No. 06312831
Page 25
Appendices
Page 26
26 High returns on invested capital over the longer term Consistent revenue growth and sustainable high margins We operate in large markets with strong fundamentals delivering consistent organic growth Shareholder returns Expansionary capex and M&A enhance standalone organic growth, within large total addressable markets Consistent strong cash generation Targeted investment in practices, technology, including enhancing AI and acquisitions enhance organic growth High cash conversion and recurring revenues underpin consistent and predictable free cash flow generation Disciplined capital allocation and selective investment continue to support high returns Driven by resilient demand and attractive market dynamics Strong free cash flow generation and balance sheet flexibility deliver attractive cash returns to shareholders whether through progressive annual dividend policy or alternative means 19%+ adjusted EBITDA margins supported by scale advantages and a growing contribution from higher-margin revenue streams CVS has the characteristics of a growth compounder, with a great investment proposition 2 3 6 5 4 1 26 Appendix 1
Page 27
27 There is a strong investment case for Veterinary and CVS Why invest in Vets? Why invest in CVS? Why now? Secular growth: Pet Population, Humanisation of pets, Advanced Treatment Scale in attractive markets: UK and Australia, and potential new markets e.g. New Zealand Resilient demand: Most spend is non-discretionary Pricing: Ability to pass on inflationary cost increases through price Acquisitive compounding opportunity: Strong balance sheet and capital for accretive acquisitions Operational and tech investment: Employer of choice, scale and integration to drive organic growth CMA overhang lifted: Pleased to have reached a satisfactory conclusion Valuation upside: Valuation remains well below pre-CMA levels Large COVID cohort ageing: As pets age they need greater care4 References are available on slide 32 27 Appendix 2
Page 28
28 2026 Sustainability report Identifying what matters most for better care 28 Appendix 2 • Strong progress across all four sustainability pillars: Care for our Planet; Care for our People; Care for our Clients and their Animals; and Care for our Communities • Care for our Planet: The Group reduced operational carbon emissions, lowered energy consumption, increased recycling rates and expanded sustainability initiatives such as smart metering, solar trials and sustainable procurement. • Care for our People: CVS launched new leadership development programmes, opened a clinical training centre in Bristol, enhanced onboarding and wellbeing support, and improved employee engagement through regular check-ins and development planning. • Care for our Clients and their Animals: Client satisfaction increased in the year, with significant expansion of the Confidence in Consulting programme, improved digital access, enhanced practice environments, and the launch of Healthy Pet Club Advanced to support lifetime pet care. • Care for our Communities: The Group continues to support veterinary education, research and responsible prescribing, contributing to industry reform discussions, publishing clinical research, and maintaining strong antimicrobial stewardship performance.
Page 29
Consolidated income statement FY 2026 FY 2025 FY 2024 FY 2023 FY 2022 Revenue 712.8 673.2 647.3 608.3 554.2 Cost of sales (397.2) (387.5) (369.4) (346.0) (315.1) Gross profit 315.6 285.7 277.9 262.3 239.1 Administrative expenses (268.0) (235.9) (227.1) (200.0) (196.3) Operating profit 47.6 49.8 50.8 62.3 42.8 Finance expense (15.6) (17.2) (12.6) (8.4) (6.8) Profit before tax 32.0 32.6 38.2 53.9 36.0 Tax expense (14.2) (13.5) (11.8) (12.0) (10.3) Profit from continuing operations 17.8 19.1 26.4 41.9 25.7 Profit/(loss) from discontinued operations - 33.9 (20.0) - - Profit for the year 17.8 53.0 6.4 41.9 25.7 Profit attributable to: Owners of CVS Group plc 17.3 52.8 6.2 41.9 25.7 Non-controlling interests 0.5 0.2 0.2 - - Appendix 4 I. Numbers per initially reported results, not restated for subsequent discontinued operations 29
Page 30
Reconciliationof adjusted EBITDA (£m) FY 2026 FY 2025 FY 2024 FY 2023 FY 2022 Adjusted EBITDAi 141.5 134.6 127.3 121.4 107.4 Adjusted for: Finance expense (15.6) (17.2) (12.6) (8.4) (6.8) Depreciation and profit/(loss) on disposal (41.0) (39.6) (33.4) (27.6) (25.1) Amortisationand impairment of intangible assets and gain on bargain purchase (27.5) (26.0) (24.8) (22.6) (22.2) Costs relating to business combinations (14.8) (14.9) (15.1) (6.6) (4.9) Exceptional items (10.6) (6.0) (5.8) (2.3) (12.4) Depreciation and amortisation attributable to discontinued operations - 1.7 2.6 - - Profit before tax 32.0 32.6 38.2 53.9 36.0 Amortisation and impairment of intangible assets and gain on bargain purchase 27.5 26.0 24.8 22.6 22.2 Amortisationof intangible assets attributable to discontinued operations - (0.6) (1.2) - - Costs relating to business combinations 14.8 14.9 15.1 6.6 4.9 Exceptional items 10.6 6.0 5.8 2.3 12.4 Adjustedprofit before taxi 84.9 78.9 82.7 85.4 75.5 Tax on adjusted profit (23.3) (21.2) (20.4) (17.0) (14.6) Adjustedprofit after tax 61.6 57.7 62.3 68.4 60.9 Less: adjusted profit after tax attributable to non-controlling interest (1.0) (0.2) (0.2) - - Adjustedprofit after tax – attributable to the parent 60.6 57.5 62.1 68.4 60.9 Weighted average number of shares (No.) 70,821,844 71,739,444 71,595,871 71,272,880 70,926,977 Adjusted earnings per sharei (p) 85.6 80.1 86.6 96.0 85.8 Appendix 5 I. Financial measures are defined on page 33 II. Numbers per originally reported and not restated for discontinued operations 30
Page 31
Cashflow and net bank borrowings FY 2026 FY 2025 FY 2024 FY 2023 FY 2022iii Adjusted EBITDAi 141.5 134.6 127.3 121.4 107.4 Working capital movements (12.8) (3.9) (12.5) (10.9) (14.0) Capital Expenditure – Maintenance (11.5) (10.8) (10.3) (11.4) (10.8) Repayment of Right-of-use Liabilities (17.3) (16.4) (14.8) (14.1) (12.7) Adjusted Operating Cash Flow 99.9 103.5 89.7 85.0 69.9 Adjusted operating cash conversion (%) 70.6% 76.9% 70.5% 70.0% 65.1% Taxation Paid (16.1) (14.7) (15.7) (14.9) (11.2) Net Interest Paid (14.6) (16.6) (12.0) (7.2) (6.4) Free Cash Flow 69.2 72.2 62.0 62.9 52.3 Capital Expenditure – Investment (24.9) (22.4) (32.2) (34.3) (13.7) Acquisitions (45.4) (30.6) (96.2) (54.6) (20.8) Acquisitionfees and contingent consideration paid (16.5) (12.9) (11.6) (2.6) (0.3) Dividend and share buyback (38.0) (5.9) (5.5) (5.0) (4.6) Other financing activities (12.8) (5.9) (5.3) (4.4) 2.4 Proceeds from and cash movement in relation to discontinued operationsii 0.4 42.7 (4.6) - - Impact of foreign exchange (0.2) (0.6) (0.6) - - Net (Outflow) / Inflow (68.2) 36.6 (94.0) (38.0) 15.3 Net Bank Borrowingsi (199.6) (131.4) (168.0) (74.0) 36.0 Appendix 6 I. Financial measures are defined on page 33 II. Numbers per originally reported and not restated for discontinued operations III. Contingent consideration as been represented after free cash flow for consistency across the 5 years 31
Page 32
Slide 6 1. https://www.pdsa.org.uk/media/15783/pdsa-paw-mini-report-2025.pdf 2. https://www.ukpetfood.org/industry-hub/data-statistics-/uk-pet-population-.html 3. https://healthforanimals.org/reports/pet-care-report/global-trends-in-pet-health/ Slide 7 4. https://healthforanimals.org/reports/pet-care-report/global-trends-in-pet-health Slide 14 5. Source: 09.3.5 Other recreational goods Veterinary and other services for pets CP NSA £m – (ons.gov.uk) Source: www.ibisworld.com/australia/industry/veterinary-services/623/ 6. Source: findavet.rcvs.org.uk/home/. Source: www.ibisworld.com/australia/industry/veterinary-services/623/ 7. Source: https://www.ukpetfood.org/industry-hub/data-statistics-/uk-pet-population-.html Source: https://animalmedicinesaustralia.org.au/resources/pets-in-australia-a-national- survey-of-pets-and-people-3/ Sources Appendix 7 32
Page 33
The Directors believe that alternative performance measures provide additional useful information for shareholders. These measures are used by the Board and management for planning, internal reporting and setting Director and management remuneration. In addition, they are used by the investor analyst community and are aligned to our strategy and KPls. These measures are not defined by International Financial Reporting Standards (IFRS) and therefore may not be directly comparable with other companies’ adjusted measures. They are not intended to be a substitute for, or superior to, IFRS measurements of profit or earnings per share. Alternative performance measures are defined and reconciled in the Alternative Performance Measures glossary in the 2025 Annual Report which can be found https://www.cvsukltd.co.uk/investor-centre/results-and-reports/ Like-for-like sales Like-for-like sales show revenue generated from like-for-like continuing operations compared to the prior year, adjusted for the number of working days and on a constant currency basis. For example, for a practice acquired in September 2024, revenue is included from September 2025 in the like-for-like calculations. Adjusted EBITDA is calculated by reference to profit before tax for continuing operations, adjusted for interest (net finance expense), depreciation, profit or loss on disposal of property, plant and equipment, amortisation, costs relating to business combinations and exceptional items. Business combination costs include costs in relation to acquisitions made and contingent consideration expensed to the income statement. An exceptional item contains certain costs or incomes that derive from events or transactions that fall outside the normal activities of the Group and/or are excluded by virtue of their size or nature in order to reflect management’s view of the performance of the Group. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. Adjusted EBITA is adjusted EBITDA less depreciation Adjusted profit before tax is profit before tax for continuing operations, amortisation, costs relating to business combinations and exceptional items. Adjusted earnings per share Adjusted EPS is calculated as adjusted PBT attributable to the owners of CVS Group plc, less applicable tax, divided by the weighted average number of Ordinary shares in issue in the period. Leverage on a bank test basis is drawn bank debt less cash and cash equivalents, divided by adjusted EBITDA annualised for the effect of acquisitions and excluding share option costs, prior to the adoption of IFRS 16 and excluding the share attributable to non-controlling interests. Net bank borrowings is drawn bank debt less cash and cash equivalents. Adjusted operating cash conversion is defined as cash generated from operating activities adjusted for discontinued operations, acquisition fees and contingent consideration paid, lease liability repayment and maintenance capital expenditure; divided by adjusted EBITDA. Free cash flow is defined as adjusted operating cash flow less interest and taxation paid in respect of continuing operations. Return on capital employed (ROCE) is calculated as Adjusted EBITA / Capital employed (shareholders equity + borrowings net of cash + non-current lease liabilities + deferred tax) Definitions Appendix 8 33
Page 34
34 Disclaimer Appendix 9 This presentation has been prepared by and is the sole responsibility of the directors of CVS Group plc (the “Company”). This presentation does not constitute a recommendation or advice regarding the shares of the Company nor a representation that any dealing in those shares is appropriate. The Company accepts no duty of care whatsoever to the reader of this presentation in respect of its contents and the Company is not acting in any fiduciary capacity. The information contained in the presentation has not been verified, nor does this presentation purport to be all-inclusive or to contain all the information that an investor may desire to have in evaluating whether or not to make an investment in the Company. No reliance may be placed for any purpose whatsoever on the information contained in this presentation and no warranty or representation is given by or on behalf of the Company nor its directors, employees, agents and advisers as to the accuracy or completeness of the information or opinions contained in this presentation and no liability is accepted by any of them for any such information or opinions, provided that nothing in this paragraph shall exclude liability for any representation or warranty made fraudulently. In all cases potential investors should conduct their own investigations and analysis concerning the risks associated with investing in shares in the Company, the business plans, the financial condition, assets and liabilities and business affairs of the Company, and the contents of this presentation. The information and opinions contained in this presentation are provided as at the date hereof. This presentation may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim" , "anticipate" , "target" , "expect" , "estimate" , "intend" , "plan" , "goal" , "believe" , "seek" , "may" , "could" , "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the effect of competition, the effect of tax and other legislation in the jurisdictions in which the Company operates, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, the effect of operational risks and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward- looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Whilst the directors believe all such statements to have been fairly made on reasonable assumptions, there can be no guarantee that any of them are accurate or that all relevant considerations have been included in the directors' assumptions. Accordingly, no reliance whatsoever should be placed upon the accuracy of such statements, all of which are for illustrative purposes only, are based solely upon historic financial and other trends and information, including third party estimates and sources, and may be subject to further verification. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this presentation to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. No statement in this presentation is intended to be a profit forecast, and no statement in this presentation should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Page 35
Thank You CVS Group plc Owen Road, Diss, IP22 4ER 01379 644288 Company No. 06312831