Any pipe, any wire, any project, anywhere

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Any pipe, any wire, any project, anywhere

Interim financial statements

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Profit before tax

£0.5m

2011: £1.4m Profit before tax margin

0.5%

2011: 1.5% Underlying operating profit

£1.6m

2011: £2.5m Group Revenue

£90.7m

2011: £92.6m Underlying operating profit margin

1.7%

2011:2.7%

Our businesses

Visit www.tclarke.co.uk to see our businesses, our current projects and project wins. Go to pages 5 and 6 in this interim report to read more about our eight businesses.

TClarke is a nationwide building services group delivering mechanical, electrical and ICT engineering services throughout the construction cycle of design, installation, commissioning and facilities management. We deliver the same capability and quality across the UK. Since 1889, we have built and retained a reputation for outstanding delivery. Our focus is on eight business areas where prospects for growth meet our ability to deliver quality, innovation and added value to our clients. Intelligent buildings

Facilities management Green technologies Rail

Utilities and technologies Manufacturing

Residential and hotels M&E contracting

www.tclarke.co.uk

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Our company

We are a nationwide building

services group. We deliver

high levels of value to

building projects through

the full lifecycle of design,

installation, commissioning

and maintenance.

Our goal is to be recognised

as a ‘top five’ building services

contractor in all the sectors in

which we operate. To do that

we aim to demonstrate value

through engineering excellence

and innovation in every way.

At the same time we are

focused on retaining and

enhancing our traditional

reputation for delivering good

value, total trustworthiness

and excellent work quality.

Earnings per share-basic

0.79p

2011: 2.38p Earnings per share-underlying

2.31p

2011: 3.90p Improved order book

£230m

2011: £193m Net cash

£0.7m

31/12/2011: £0.6m Interim dividend

1.0p

2011: 1.0p Earnings per share-diluted

0.78p

2011: 2.38p

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Chairman’s statement

As reported by most of our peers the first half of 2012 has been marked by a lack of confidence across the sector. Against this backdrop it is unsurprising that the period has been slower than we had hoped with the highly competitive market environment also resulting in pressure on our margins. Underlying operating profits for the period were £1.6m (30th June 2011 £2.5m). As evidenced by our recent completions and project awards we continue to secure some of the most significant projects that have come to market. Our long standing reputation, financial strength, and the quality and commitment of our people across the UK continues to differentiate TClarke from its competitors. We will continue to target high quality projects supported by respected clients and principal contractors. We continue to take action to mitigate the impact of market conditions and have made further progress with our strategy to adopt a more regionalised approach to our operations. Moving away from individual stand-alone businesses has enabled the group to reduce annual operating costs by £0.6m without impacting our future growth potential.

A consistent focus on cash management throughout the period has seen net cash improve, remaining positive at £0.7m (31st December 2011: £0.6m).

With a number of projects due to begin shortly we are confident of significant revenue progress in the second half. The Board is extremely pleased to note that the group has one of the strongest forward order books in its history, up 20% to £230m as at 30th June 2012 compared to £193m as at 30th June 2011. We see this as strong validation of our strategy to focus on key sectors. Our growing order book provides us with visibility although the margin pressures we face mean that underlying profits will remain subdued and it is highly likely that full year profits will be significantly lower than originally expected.

Despite the uncertain environment the Board is proposing a maintained interim dividend of 1.0p (2011: 1.0p) and, in the absence of unforeseen circumstances, expects to maintain total dividends for the year. This reflects both the financial health of TClarke and our confidence in the medium term prospects for the group.

Russell Race

Chairman 7th August 2012

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TClarke interim financial statements 2012

Business review

Operational review

The group is managed in three operational areas, South, North and Scotland. We operate from 16 locations across the UK, the majority of which trade under the TClarke brand.

We are focused on eight key sectors in building services:

• Facilities Management • Intelligent Buildings • Green Technologies • Rail

• Utilities and Technologies • Manufacturing

• Residential • M&E Contracting

Helping to build the business and further progress the delivery of our strategy we believe these eight sectors offer good growth potential and will also enable us to develop a stream of recurring revenues as part of our business model.

Frustratingly opportunities are taking longer to convert into firm orders, often as a result of a “value engineering” process. We are however encouraged with the opportunities in data centres, rail and new London commercial office schemes. In addition we are pursuing opportunities to grow the facilities management (FM) and green technologies businesses within the group.

TClarke South

The South Division is the largest of our three operating divisions and includes our two London businesses.

Recently secured schemes include:

• 3 Quays Residential Development, London • 240 Blackfriars commercial office scheme for

Great Portland Estates

• BAE / Detica London & Guildford • Brunel University, Uxbridge

• LOCOG Event Maintenance for the London 2012 Olympic Stadium

• Swansea Metropolitan University • University of Bath

Schemes in progress include: • 20 Fenchurch Street, London • Bluewater Shopping Centre, Kent • Dungeness Power Station, Kent • London Bridge - The Place, London • Nazareth House, Plymouth

• Regents Place - NEQ, London

• Tate 2 - Transforming Tate Modern, London • The Eye, Bristol

• Turner Broadcasting, London • University of Cambridge Sports Hall • Victoria Underground Station, London

Completions for the first half of the year included The Emirates Airline, the UKs first urban cable car and The Shard, London Bridge.

Recognising our capabilities we have been awarded data centre projects in Buckinghamshire, and Northamptonshire and there are a number of other schemes that will be coming to market in the next 18 months for us to pursue.

Our order book and tendering opportunities generally remain strong across the division and in the London market there are several large schemes that are now progressing to a construction stage that will be available for bidding later this year or early 2013.

TClarke North

TClarke North West (formerly D&S Engineering Facilities) based in Accrington, specialises in FM. Since becoming part of the TClarke group in March 2010 it has seen revenues grow over 70% with expected revenues of £28m for 2012. This has primarily been driven by securing larger contracts and work volumes with its

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Business review

continued

recently secured the Redcar Leisure and Community

Heart, a new development with a sports and leisure centre, swimming pools, business centre and community spaces.

Reaffirming our UK data centre capabilities we have secured a data centre in the North East that will be undertaken by our engineers and operatives from Newcastle and Leeds.

In the education sector we have completed

Campsmount Technology College and are currently on site at the De Warenne Academy, both in Doncaster. INTO University in Newcastle will be completed later this year and we have recently secured Dixons Allerton Academy in Bradford.

TClarke Scotland

The contracting scene in Scotland remains fiercely competitive and we have continued to streamline our business to achieve the lowest possible cost base, whilst retaining the ability to successfully secure & deliver projects in key sectors. The forward order book remains healthy with targeted revenues for this year achieved and £6m secured for 2013 and beyond. Whilst the market remains very challenging the diversity of services offered is attractive to our core clients and new clients alike. TClarke Intelligent Buildings from its base in Scotland has strengthened its reputation for IT led projects with clients ranging from the international security market, retail, rail and sports arenas. Residential and

engineering markets are proving to be relatively robust and continue to be targeted for growth.

A key objective for the next eighteen months is to develop a “whole life care” solution to end user clients after their NHBC warranty expires, offering security in their domestic household services, which has been met very enthusiastically by our partner’s in house building. With an average of 1,000 residential units being completed every year we believe this could be a significant area of growth in the residential sector over the next 5 years.

Summary and Outlook

Given the challenging conditions it is pleasing to report that the group remains both profitable and cash generative with no debt. The increase in our forward order book is impressive but, as evidenced by

government statistics, UK construction activity continues to contract. This indicates that trading will remain challenging and our core markets will continue to face material margin pressure. We believe that economic recovery and a rebound in confidence is key to the return of improved margins.

Despite these challenges the Board is focused on delivering value for our customers and shareholders. The actions to reduce our cost base and the strategy of broadening our sector coverage in specific markets have resulted in the group securing some of the most significant projects that have come to the market. We have stated previously that it is a reflection of the strength and confidence of the business that TClarke is selected to work on many prestigious projects. In these continuing uncertain times clients are reassured by our financial strength, service levels and operational stability and we will continue to build upon these client

relationships and partnerships as part of our wider plans to grow the business.

Mark Lawrence Group Chief Executive 7th August 2012

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Financial review

Summary of financial performance

Revenue decreased by £1.9m (2%) to £90.7m (2011: £92.6m), and gross profit reduced by £1.1m from £12.8m (13.9%) to £11.7m (12.9%). Underlying operating profit fell by £0.9m to £1.6m (2011: £2.5m). Underlying operating profit consists of operating profit before amortisation of intangible assets, profit on disposal of land and buildings, share based payment expense and non-recurring costs totaling £0.9m (2011: £0.9m).

Profit before tax decreased by £0.9m to £0.5m (2011: £1.4m). Taxation was £0.1m (2011: £0.4m), and the effective tax rate was 27.8% (2011: 28.3%). Basic earnings per share were 0.79p (2011: 2.38p) and diluted earnings per share were 0.78p (2011: 2.38p). Underlying earnings per share were 2.33p (2011: 3.90p).

The results by division are considered below. 2011 comparatives have been restated to include the results of our Huntingdon and Kings Lynn operations in the South division in accordance with the revised operating structure. Huntingdon and Kings Lynn were previously reported as part of the North division.

TClarke South

Revenue in the South was £60.7m (2011: £67.1m) and operating profit was £0.2m (2011: £0.6m), reflecting the tough market conditions in the London commercial sector.

Underlying operating profit was £0.7m (2011: £1.2m), after adjusting for £0.2m restructuring costs (2011: £0.3m), £0.2m long term employee benefit charges from the acquisition of DG Robson in 2010 (2011: £0.2m) and £0.1m share based payment expenses (2011: £nil).

TClarke North

Revenue in the North increased by £7.3m to £23.2m (2011: £15.9m). Operating profit decreased by £0.5m to £0.6m (2011: £1.1m).

Underlying operating profit was £0.9m (2011: £1.3m), after adjusting for £0.2m intangibles amortisation (2011: £0.2m) and £0.1m restructuring charges (2011: £nil).

TClarke Scotland

Revenue in Scotland decreased by £2.8m to £6.8m (2011: £9.6m), reflecting the impact of the restructuring of the business in 2011 to focus on profitable contract opportunities in its core residential, engineering and IT sectors. Underlying operating losses improved to £0.1 million (2011: £0.2m) before restructuring costs of £0.1m (2011: £0.1m).

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Financial review

Cash flow

Our net cash position improved to £0.7m at 30 June 2012, up £0.1m since the year end. Net cash inflow in the period was £0.1m (2011: £3.8m outflow), after dividend payments of £0.8m (2011: £1.8m).

Net cash inflow from operating activities was £1.1m (2011: £1.9m outflow), with an improved working capital position. We are continuing to monitor our cash and working capital position closely.

Dividend

The interim dividend has been maintained at 1.0p (2011: 1.0p) and will be will be paid on 12th October 2012 to shareholders on the register at 14th September 2012 as detailed in Note 6.

Pension obligations

The continuing turmoil in the financial markets has again impacted our pension scheme liability, with the deficit increasing by £2.1m in the six months to 30th June 2012 due to the low yield on government bonds. We continue to meet our ongoing funding obligations to the pension scheme, with employers’ contributions amounting to £0.4m in the first half of the year.

Martin Walton Finance Director and Company Secretary 7th August 2012

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Condensed consolidated income statement

Interim financial statements 2012

Unaudited 6 months to 30 06 2012 £000 90,725 (79,026) 11,699 62 (170) (638) (57) (10,185) (11,050) – 711 8 (269) 450 (125) 325 0.79p 0.78p Unaudited 6 months to 30 06 2011 £000 92,619 (79,784) 12,835 47 (245) (630) – (10,419) (11,294) – 1,588 11 (227) 1,372 (388) 984 2.38p 2.38p Audited 12 months to 31 12 2011 £000 183,805 (157,718) 26,087 144 (491) (1,026) (31) (21,475) (23,023) 2,156 5,364 17 (481) 4,900 (891) 4,009 9.69p 9.64p £000 325 – (1,586) (1,586) (1,261) £000 984 – (4) (4) 980 £000 4,009 768 (944) (176) 3,833 Revenue Cost of sales Gross profit

Other operating income Administrative expenses:

Amortisation of intangible assets Non-recurring costs

Share based payment expenses Other administrative expenses Total administrative expenses

Net profit on sale of land and buildings

Profit from operations

Finance income Finance costs

Profit before taxation

Taxation

Profit for the period Earnings per share

Attributable to equity holders of TClarke plc: Basic

Diluted

Profit for the period

Other comprehensive (expense) / income:

Revaluation of land and buildings

Actuarial loss on defined benefit pension scheme

Other comprehensive expense for the period, net of tax Total comprehensive (expense) / income for the period

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Interim financial statements 2012

Unaudited 30 06 2012 £000 23,872 6,267 2,344 32,483 514 19,583 24,763 702 45,562 78,045 – 3,086 38,203 520 136 41,945 3,617 12,113 88 – 12,201 54,146 23,899 4,140 3,049 758 15,952 23,899 Unaudited 30 06 2011 £000 24,288 6,502 1,746 32,536 402 17,387 23,745 4,827 46,361 78,897 1,426 1,433 42,840 409 156 46,264 97 8,853 128 191 9,172 55,436 23,461 4,140 3,049 – 16,272 23,461 Audited 31 12 2011 £000 24,042 6,406 1,798 32,246 441 19,210 26,429 624 46,704 78,950 64 5,354 37,127 322 85 42,952 3,752 9,963 104 – 10,067 53,019 25,931 4,140 3,049 768 17,974 25,931 Non-current assets Intangible assets

Property, plant and equipment Deferred taxation

Current assets

Inventories

Amounts due from customers under construction contracts Trade and other receivables

Cash and cash equivalents

Total assets Current liabilities

Bank overdraft and loans

Amounts due from customers under construction contracts Trade and other payables

Corporation tax liabilities Obligations under finance leases

Net current assets Non-current liabilities

Retirement benefit obligation Obligations under finance leases Other payables

Total liabilities Net assets

Equity attributable to owners of the parent

Share capital Share premium Revaluation reserve Retained earnings

Total equity

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Interim financial statements 2012

for the six months ended 30th June 2012

Unaudited 6 months to 30 06 2012 £000 1,090 8 (197) 96 – (93) (828) (27) (855) 142 560 702 Unaudited 6 months to 30 06 2011 £000 (1,899) 11 (100) 70 – (19) (1,759) (127) (1,886) (3,804) 7,205 3,401 Audited 12 months to 31 12 2011 £000 (6,804) 17 (699) 3,540 (349) 2,509 (2,174) (176) (2,350) (6,645) 7,205 560

Net cash used in operating activities (see note 7) Investing activities

Interest received

Purchase of property, plant and equipment

Receipts on disposal of property, plant and equipment Net cash outflow on acquisition of subsidiaries

Net cash (used in) / from investing activities Financing activities

Equity dividends paid

Repayments of obligations under finance leases

Net cash used in financing activities

Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (see note 7)

Total £000 25,931 325 (2,114) 528 (1,586) (1,261) – 57 (828) Revaluation reserve £000 768 – – – – (10) – – Share premium £000 3,049 – – – – – – Share capital £000 4,140 – – – – – – Retained earnings £000 17,974 325 (2,114) 528 (1,586) (1,261) 10 57 (828) At 1st January 2012 Comprehensive income:

Profit for period

Other comprehensive income:

Actuarial loss on retirement benefit obligation Deferred income tax credit on actuarial loss

on retirement benefit obligation Total other comprehensive expense Total comprehensive expense

Transfers

Transactions with owners:

Share based payment credit Dividends paid

Condensed consolidated statement of cash flows

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Interim financial statements 2012

Condensed consolidated statement of changes in equity

for the six months ended 30th June 2011

Total £000 24,240 984 146 (150) (4) 980 (1,759) (1,759) 23,461 Revaluation reserve £000 – – – – – – – – Share premium £000 3,049 – – – – – – 3,049 Share capital £000 4,140 – – – – – – 4,140 Retained earnings £000 17,051 984 146 (150) (4) 980 (1,759) (1,759) 16,272 Total £000 24,240 4,009 1,023 (270) (1,017) 254 (166) (176) 3,833 31 (2,173) (2,142) Revaluation reserve £000 – – 1,023 (270) – – 15 – 768 – – – Share premium £000 3,049 – – – – – – – – Retained earnings £000 17,051 4,009 – – (1,017) 254 (181) (944) 3,065 31 (2,173) (2,142) for the year ended 31st December 2011 _Share

capital £000 4,140 – – – – – – – –

Condensed consolidated statement of changes in equity

At 1st January 2011

Comprehensive income

Profit for period

Other comprehensive income:

Actuarial gain on retirement benefit obligation Deferred income tax credit on actuarial gain

on retirement benefit obligation Total other comprehensive expense Total comprehensive income

Dividends paid

Total transactions income

At 30th June 2011

At 1st January 2011 Comprehensive income

Profit for period

Other comprehensive income: Revaluation of land and buildings

Deferred income tax charge on revaluation of land and buildings

Actuarial loss on retirement benefit obligation Deferred income tax credit on actuarial loss

on retirement benefit obligation Effect of change in rate of tax Total other comprehensive expense Total comprehensive income

Share based payment credit Dividends paid

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Notes to the condensed consolidated financial statements

For the six months ended 30th June 2012

Note 1 – Basis of preparation

TClarke plc (the ‘company’) is a company incorporated and domiciled in the United Kingdom. The consolidated interim financial statements comprise the condensed financial statements of the company and its subsidiaries (together the ‘group’).

These interim financial statements have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ (‘IAS 34) as adopted by the European Union, and the Disclosure and Transparency Rules (‘DTR’) of the Financial Services Authority. They do not include all the information required for the full annual financial statements, and should be read in conjunction with the financial statements of the group as at and for the year ended 31st December 2011.

The figures for the year ended 31st December 2011 do not constitute statutory accounts but have been extracted from the group’s statutory accounts for that year. The statutory accounts for the year ended 31st December 2011 have been delivered to the Registrar of Companies and a copy has been made available on the company’s website at www.tclarke.co.uk. The auditors’ report on those accounts was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial statements have not been audited or reviewed by the company’s auditors.

Note 2 – Accounting policies

Except as described below, the financial statements have been prepared using the accounting policies and presentation that were applied in the audited financial statements for the year ended 31st December 2011. Taxes on income in the interim periods are accrued using the estimated effective tax rate that would be applicable to expected total annual earnings.

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Notes to the condensed consolidated financial statements

continued

Note 3 – Segmental information

The group provides electrical and mechanical contracting and related services to the construction industry and end users.

For management and internal reporting purposes the group is organised geographically into three regional divisions; the South, the North and Scotland, and an internal property division, reporting to the Chief

Executive, who is the chief operating decision maker. All assets and liabilities of the group have been allocated to segments, apart from the retirement benefit obligation and tax assets and liabilities.

With effect from 1st January 2012 the management of the Huntingdon and Kings Lynn offices has been transferred to the South division. Previously these operations were reported as part of the North division. Comparative information has been restated.

Total £000 97,830 (7,105) 90,725 1,577 (170) (57) (427) (212) 711 8 (269) 450 (125) 325 78,045 (54,146) 23,899 Property £000 – – – 118 – – – – 118 – – 118 4,780 (1,968) 2,812 North £000 23,276 – 23,276 893 (170) – (96) – 627 23 – 650 21,801 (8,395) 13,406 South £000 67,281 (6,615) 60,666 674 – (57) (202) (212) 203 15 (295) (77) 47,690 (32,664) 15,026 Scotland £000 7,273 (490) 6,783 (108) – – (129) – (237) – (4) (241) 6,074 (3,135) 2,939 Unallocated & elimination £000 – – – – – – – – – (30) 30 – (2,300) (7,984) (10,284) 30th June 2012 Total revenue

Inter segment revenue

Revenue from external operations Underlying profit from operations Amortisation of intangibles Share based payment expense Non–recurring costs:

Restructuring charges Long-term employee benefits

arising from previous acquisitions Profit from operations

Investment income Finance costs Profit before tax Taxation expense

Profit for the period from continuing operations Assets

Liabilities Net assets

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Note 3 – Segmental information continued

Total £000 92,879 (260) 92,619 2,463 (245) (418) (212) 1,588 11 (227) 1,372 (388) 984 78,897 (55,436) 23,461 Property £000 – – – 185 – – – 185 – – 185 5,080 (3,330) 1,750 North £000 15,872 (12) 15,860 1,290 (170) – – 1,120 25 (5) 1,140 22,099 (5,985) 16,114 South £000 67,171 (69) 67,102 1,190 (75) (312) (212) 591 2 (234) 359 48,622 (38,519) 10,103 Scotland £000 9,836 (179) 9,657 (202) – (106) – (308) – (4) (312) 8,591 (5,525) 3,066 Unallocated & elimination £000 – – – – – – – – (16) 16 – (5,495) (2,077) (7,572) 30th June 2011 (restated) Total revenue

Revenue from external operations Underlying profit from operations Amortisation of intangibles Non–recurring costs:

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Notes to the condensed consolidated financial statements

continued

Note 3 – Segmental information continued

Total £000 184,601 (796) 183,805 4,756 2,156 (491) (31) (603) (423) 5,364 17 (481) 4,900 (891) 4,009 78,950 (53,019) 25,931 Property £000 – – – 361 2,156 – – – – 2,517 – – 2,517 4,809 (2,116) 2,693 North £000 34,547 (52) 34,495 2,263 – (341) – (35) – 1,887 44 (8) 1,923 21,122 (12,495) 8,627 South £000 132,980 (671) 132,309 2,700 – (150) (31) (421) (423) 1,675 25 (528) 1,172 54,572 (34,030) 20,542 Scotland £000 17,074 (73) 17,001 (568) – – – (147) – (715) 3 – (712) 7,141 (4,578) 2,563 Unallocated & elimination £000 – – – – – – – – – – (55) 55 – (8,694) 200 (8,494)

Note 4 – Taxation expense

The effective income tax rate applied for the period is 27.8% (30th June 2011: 28.3%; 31st December 2011: 18.4%)

31st December 2011 (restated)

Total revenue

Revenue from external operations Underlying profit from operations Net profit on disposal of land

and buildings

Amortisation of intangibles Share based payment expense Non–recurring costs:

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TClarke interim financial statements 2012 Audited 31 12 2011 £000 4,009 41,400 Unaudited 30 06 2012 £000 325 41,400 Unaudited 30 06 2011 £000 984 41,400

Note 5 – Earnings per share

A. Basic earnings per share

The earnings per share represents the profit for the period divided by the weighted average number of ordinary shares in issue.

Profit attributable to equity holders of the parent Weighted average number of ordinary shares (000s)

Audited 31 12 2011 £000 4,009 41,400 – 140 41,540 Unaudited 30 06 2012 £000 325 41,400 74 370 41,844 Unaudited 30 06 2011 £000 984 41,400 – 11 41,411

B. Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all dilutive potential ordinary shares. The company has three categories of dilutive potential ordinary shares: share options granted under the Savings Related Option Scheme, and share options and conditional share awards granted under the Equity Incentive Plan. Further details of these schemes are given in Note 20 of the 2011 annual report and financial statements.

Profit attributable to equity holders of the parent Weighted average number of ordinary shares in issue Adjustments:

Savings Related Share Options Equity Incentive Plan

Weighted average number of ordinary shares for diluted earnings per share (000s)

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Notes to the condensed consolidated financial statements

continued

Unaudited 30 06 2012 £000 325 170 212 427 57 – (226) 965 41,400 74 370 41,844 2.33p 2.31p Unaudited 30 06 2011 £000 984 245 212 418 – – (245) 1,614 41,400 – 11 41,411 3.90p 3.90p Audited 31 12 2011 £000 4,009 491 423 603 31 (2,156) (353) 3,048 41,400 – 140 41,540 7.34p 7.33p

Note 5 – Earnings per share continued

C. Underlying earnings per share

Underlying earnings per share represents the profit for the period from continuing operations adjusted for goodwill impairment, amortisation of intangible assets, acquisition expenses, other long-term employee benefit costs and restructuring costs, divided by the weighted average number of ordinary shares in issue. The number of ordinary shares for the purpose of this calculation is 41,399,795 (30th June 2011: 41,399,795; 31st December 2011: 41,399,795). The underlying profit for the period is calculated as follows:

Profit from continuing operations attributable to equity holders of the parent

Adjustments:

Amortisation of intangible assets

Long term employee benefits arising from previous acquisitions Restructuring costs

Equity settled share based payment expense Net profit on disposal of property assets Tax effect of adjustments

Underlying profit after tax from continuing operations Weighted average number of ordinary shares in issue Adjustments:

Savings Related Share Options Equity Incentive Plan

Weighted average number of ordinary shares for diluted earnings per share (000s)

Underlying earnings per share Diluted underlying earnings per share

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TClarke interim financial statements 2012 Audited 31 12 2011 £000 1,760 414 2,174 Unaudited 30 06 2012 £000 828 – 828 Unaudited 30 06 2011 £000 1,760 – 1,760

Note 6 – Interim dividend

An interim dividend of 1.0p per share (2011: 1.0p) was approved by the board on 6th August 2012 and has not been included as a liability as at 30th June 2012. The shares will go ex-dividend on 12th September 2012 and the dividend will be paid on 12th October to shareholders on the register as at 14th September 2012. A dividend reinvestment plan is available for shareholders. Those shareholders who have not elected to participate in this plan, and who would like to participate with respect to the 2012 interim dividend, may do so by contacting Capita Registrars on 0870 162 3131. The last day for election for the interim dividend reinvestment is 17th September 2012 and any requests should be made in good time ahead of that date.

Dividends paid in period

Final dividends in respect of previous year Interim dividend in respect of the current year Dividends recognised in the period

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Notes to the condensed consolidated financial statements

continued

Unaudited 30 06 2012 £000 711 356 57 170 (175) (54) 1,065 (73) (2,640) 1,666 1,066 1,084 55 (49) 1,090 Unaudited 30 06 2011 £000 1,588 307 – 245 (306) (5) 1,829 49 (6,209) (335) 3,900 (766) (1,101) (32) (1,899) Audited 31 12 2011 £000 624 (64) 560 Unaudited 30 06 2012 £000 702 – 702 Unaudited 30 06 2011 £000 4,827 (1,426) 3,401 Audited 31 12 2011 £000 5,364 631 31 491 (549) (2,128) 3,840 10 (4,111) (3,019) (1,661) (4,941) (1,781) (82) (6,804)

Note 7 – Notes to the consolidated statement of cash flows

A – Reconciliation of operating profit to net cash from operating activities

Profit from continuing operations Depreciation charges

Equity settled share based payment expense Amortisation of intangible assets

Defined benefit pension scheme credit Profit on sale of fixed assets

Operating cash flows before movements in working capital (Decrease) / increase in inventories

Increase in contract balances Decrease / (increase) in debtors Increase / (decrease) in creditors Cash generated by / (used in) operations Corporation tax paid

Interest paid

Net cash generated by / (used in) operating activities

B. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments that readily convertible into cash, less bank overdrafts, and are analysed as follows:

Cash and cash equivalents Bank overdrafts

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TClarke interim financial statements 2012 Audited 31 12 2011 £000 33,590 (23,627) 9,963 3.40% 2.55% 4.80% 2.90% 5.00% Unaudited 30 06 2012 £000 36,464 (24,351) 12,113 3.10% 2.25% 4.35% 2.60% 5.00% Unaudited 30 06 2011 £000 32,135 (23,282) 8,853 4.50% 3.10% 5.50% 3.50% 6.10% Audited 31 12 2011 23.7 26.1 25.1 27.3 Unaudited 30 06 2012 23.7 26.1 25.1 27.3 Unaudited 30 06 2011 24.0 26.4 26.0 28.3

Note 8 – Pension commitments

The present value of the defined benefit pension scheme and the related past and current service costs were measured using the projected unit method. The amount included in the balance sheet arising from the group’s obligations in respect of its defined benefit retirement scheme is as follows:

Present value of defined benefit obligations Fair values of scheme assets

Deficit in scheme recognised in the statement of financial position Key assumptions used:

Rate of increase in salaries

Rate of increase of pensions in payment Discount rate

Inflation assumption

Expected return on scheme assets

Mortality assumptions (years):

Life expectancy at age 65 for current pensioners: Men

Women

Life expectancy at age 65 for future pensioners (current age 45)

Men Women

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Notes to the condensed consolidated financial statements

continued

Note 10 – Risks and uncertainties

Details of the key risks facing the group are included on pages 11 to 13 of the group’s annual report and financial statements for the year ended 31st December 2011. Details of further potential risks and uncertainties arising for the six months ended 30th June 2012 are included within the Chairman’s statement and the

Business and Financial Reviews as appropriate. The directors consider that the main areas of risk and uncertainty with respect to the remainder of 2012 remain market conditions, operational risk, cost inflation, people, health & safety, credit and liquidity risk, cash flow interest rate risk and risk from pension obligations.

Note 9 – Related party transactions

Transactions between the company and its subsidiary undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Full disclosure of the group’s other related party transactions is given in Note 23 to the group’s financial statements for the year ended 31st December 2011. There have been no material changes in these relationships in the six months ended 30th June 2012 that have materially affected the financial position or performance of the group during that period.

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Statement of directors’ responsibilities

The directors confirm that the interim management report includes a fair review of the information required by DTR 4.2.7 (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year) and DTR 4.2.8 (disclosure of related party transactions and changes therein). The directors also confirm that the interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union and present a true and fair view of the assets, liabilities, financial position and profit of the group.

On behalf of the board

R J Race Chairman

M Lawrence Chief Executive M R Walton Finance Director

7th August 2012

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TClarke plc

45 Moorfields London EC2Y 9AE 020 7997 7400

Any pipe, any wire, any project, anywhere