Tesco plc Annual Report and Financial Statements 2008

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Notes to the Parent Company financial statements continued Note 13 Called up share capital 106 Tesco PLC Annual Report and Financial Statements 2008 2008 2007 Ordinary shares of 5p each Ordinary shares of 5p each Number £m Number £m Authorised: At beginning of year 10,858,000,000 543 10,700,000,000 535 Authorised during the year – – 158,000,000 8 At end of year 10,858,000,000 543 10,858,000,000 543 Allotted, called up and fully paid: At beginning of year 7,947,349,558 397 7,894,476,917 395 Scrip dividend election – – 75,205,082 3 Share options 65,432,552 3 75,994,892 4 Share buy-back (149,283,327) (7) (98,327,333) (5) At end of year 7,863,498,783 393 7,947,349,558 397 During the financial year, 65 million (2007 – 151 million) shares of 5p each were issued for aggregate consideration of £138m (2007 – £395m), which comprised £nil (2007 – £239m) for scrip dividend and £138m (2007 – £156m) for share options. During the year, the Company purchased and subsequently cancelled 149,283,327 (2007 – 98,327,333) shares of 5p each, representing 2% (2007 – 1%) of the called up share capital, at an average price of £4.38 (2007 – £3.89) per share. The total consideration, including expenses, was £657m (2007 – £385m). The excess of the consideration over the nominal value has been charged to retained earnings. Between 24 February 2008 and 28 April 2008, options over 4,690,928 ordinary shares have been exercised under the terms of the savings-related share option scheme (1981) and the Irish savings-related option scheme (2000). Between 24 February 2008 and 28 April 2008, options over 4,048,526 ordinary shares have been exercised under the terms of the executive share option schemes (1994 and 1996) and the discretionary share option plan (2004). As at 23 February 2008, the Directors were authorised to purchase up to a maximum in aggregate of 793.4 million (2007 – 790.5 million) ordinary shares. The holders of ordinary shares are entitled to received dividends as declared from time to time and are entitled to one vote per share at the meetings of the Company. Share buy-back liability Insider trading rules prevent the Group from buying back the Company shares in the market during specified close periods (including the period between the year end and the annual results announcement). However, if an irrevocable agreement is signed between the Company and a third party, they can continue to buy back shares on behalf of the Company. Three such arrangements were in place at the year end and in accordance with FRS 25, the Company has recognised a financial liability equal to the estimated value of the shares purchasable under these agreements. A liability of £100m (2007 – £90m) has been recognised within other creditors for this amount. Capital redemption reserve Upon cancellation of the shares purchased as part of the share buy-back, a capital redemption reserve is created representing the nominal value of the shares cancelled. This is a non-distributable reserve. www.tesco.com/annualreport08
Note 14 Reserves Restated* 2008 2007 £m £m Share premium account At the start of the year 4,376 3,988 Premium on issue of shares less costs 135 152 Scrip dividend election – 236 At the end of the year 4,511 4,376 Profit and loss reserve At the start of the year 1,380 1,764 Prior year restatement for share-based payments – (237) At the start of the year restated* 1,380 1,527 Share-based payment 199 185 Purchase of treasury shares (118) (105) Dividend (792) (706) Decrease in fair value of available-for-sale financial assets (4) (1) Share buy-back (665) (475) Share buy-back – capital redemption 7 5 Gains/(losses) on cash flow hedges 24 (38) Profit after tax for the year 2,150 988 At the end of the year 2,181 1,380 * The prior period has been restated – see note 1 – Accounting policies. Tesco PLC Annual Report and Financial Statements 2008 107
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Tesco PLC Annual Report and Financi
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Financial highlights Growth on 2007
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Report of the Directors The Directo
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International contributed £701m to
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Current trading We have seen a stro
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2008 2007 Total shareholder return
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Our business in Poland had a good y
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Tesco Personal Finance (TPF) TPF is
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and put the community at the heart
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Joint venture governance and partne
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Political and charitable donations
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Members’ attendance during the ye
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Internal controls Accountability fo
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Directors’ remuneration report ye
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The Committee considers TSR perform
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Share options Options over shares w
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Non-executive Directors Non-executi
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Table 4 Share options held by Direc
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Table 6 Long-Term Performance Share
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Table 10 Directors’ interests in
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Go online! Every year, more and mor
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Independent auditors’ report to t
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Group statement of recognised incom
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Group cash flow statement year ende
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Note 1 Accounting policies continue
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Note 2 Segmental reporting The Boar
Page 57 and 58: Note 2 Segmental reporting continue
Page 59 and 60: Note 5 Finance income and costs 200
Page 61 and 62: Note 6 Taxation continued Deferred
Page 63 and 64: Note 7 Discontinued operation and a
Page 65 and 66: Note 10 Goodwill and other intangib
Page 67 and 68: Note 11 Property, plant and equipme
Page 69 and 70: Note 11 Property, plant and equipme
Page 71 and 72: Note 13 Group entities continued (a
Page 73 and 74: Note 14 Other investments continued
Page 75 and 76: Note 19 Borrowings Current Maturity
Page 77 and 78: Note 20 Financial instruments conti
Page 79 and 80: Note 21 Financial risk factors cont
Page 81 and 82: Note 21 Financial risk factors cont
Page 83 and 84: Note 23 Share-based payments contin
Page 85 and 86: Note 24 Post-employment benefits Pe
Page 87 and 88: Note 24 Post-employment benefits co
Page 89 and 90: Note 25 Called up share capital 200
Page 91 and 92: Note 26 Statement of changes in equ
Page 93 and 94: Note 27 Business combinations conti
Page 95 and 96: Note 30 Analysis of changes in net
Page 97 and 98: Note 32 Leasing commitments continu
Page 99 and 100: UK GAAP IFRS 2004 2005 2005 20061 5
Page 101 and 102: Notes to the Parent Company financi
Page 103 and 104: Note 2 Auditor remuneration 2008 20
Page 105 and 106: Note 9 Borrowings Maturity 2008 200
Page 107: Note 11 Share-based payments contin
Page 111 and 112: Cover: Kana and son Tesco Express,
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Tesco plc Annual Report and Financial Statements 2008

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