report & accounts 2015 1 - news corp · 31/12/2015 · restated: £14.1m) reﬂecting the...

Report & Accounts 2015 1

GROUP PLCWIRELESS

Summary of Results 2

Chairman’s Statement 3

Who We Are 5

• Radio GB 6

• Radio Ireland 8

• Digital Services 9

Strategic Report 10

Board of Directors 26

Corporate Governance 29

Corporate Social Responsibility 41

Report of the Board on Directors’ Remuneration 48

Report of the Directors 62

Statement of Directors’ Responsibilities in relation to the Group Financial Statements 65

Directors’ Statement of Responsibility under the Disclosure and Transparency Rules 65

Report of the Auditors on the Group Financial Statements 66

Group Income Statement 74

Group Statement of Comprehensive Income 75

Group Balance Sheet 76

Group Cash Flow Statement 77

Group Statement of Changes in Equity 78

Notes to the Group Financial Statements 79

Statement of Directors’ Responsibilities in relation to the Parent Company Financial Statements 124

Company Balance Sheet 125

Company Statement of Changes in Equity 126

Notes to the Company Financial Statements 127

Registered Office and Advisers 132

Contents


GROUP PLCWIRELESS

Financial highlights

Continuing operations*

• Group revenue of £75.1m (2014 restated: £82.4m)

• Group operating profit of £13.0m (2014 restated: £14.1m)

• Pre-tax profits of £10.7m (2014 restated: £11.9m)

• Exceptional profit of £6.9m from sale of Juice FM

• Diluted adjusted earnings per share from continuing operations of 8.65p (2014 restated: 9.43p)

• Proposed final dividend of 7.60p post share consolidation

* As appropriate, references to profit include income from associates and joint venture but exclude discontinued operations and exceptional items

Discontinued operations

• Sale of Television assets, including defined benefit pension scheme, for £100m

• Return of capital to shareholders of £55m

• Loss after tax on discontinued operations of £5.3m (2014 restated: profit after tax of £4.6m)

Prospects highlights• Radio GB growth from UEFA Euro Football championships

• D2 stations successfully launched in March 2016 capitalising on listener demand for radio on digital platforms

• 50% of 2016 forecast revenue for D2 stations already booked

• Strong market positions in Ireland leave us well placed to benefit from growing economy

• New £30m multi-currency revolving credit facility in place to February 2020 - targeted net debt/EBITDA over the period is less than 2:1

• Richard Huntingford appointed as Executive Chairman, John McCann, Group Chief Executive retiring in May 2016

Richard Huntingford, Chairman, Wireless Group plc, said:“The new Wireless Group has a very exciting future as a focused radio business with market leading assets, a robust balance sheet and a

strong management team. We are targeting double digit profit growth over the medium term which should deliver both significant income

and capital growth for shareholders over the coming years.”

Key dates• 12 May 2016 – Annual General Meeting

• 20 May 2016 – Record date for payment of dividends

• 15 July 2016 – Payment of dividends

• 22 August 2016 – Interim Results Announcement

2 Report & Accounts 2015

GROUP PLCWIRELESS

Summary of Results

OverviewIn an eventful year, your Company launched UTV Ireland, was part of theconsortium that won the licence to operate the second national digitalmultiplex D2, sold Juice FM in Liverpool to Global Radio for £10m andagreed to sell its television business to ITV for £100m. With completionof the sale of the television business taking place on 29 February 2016,your Company, with its new name, is now a focused radio group withhighly attractive assets, strong cash generation, a robust balance sheetand the potential to deliver double digit growth over the medium term.

Results and dividends for the year*Group operating profit from continuing operations was £13.0m (2014restated: £14.1m) reflecting the World Cup comparative, adverse foreignexchange movements and increased competitive pressures in Ireland.After net interest costs of £2.2m (2014 restated: £2.2m) and foreignexchange losses, group profit before taxation and exceptional items was£10.7m (2014 restated: £11.9m). Exceptional items arose during the yearas a result of the profit on the sale of Juice FM of £6.9m plus anexceptional tax credit of £2.2m largely due to the impact of a change inthe rate of UK corporation tax on deferred tax balances. This resultedin a Group profit from continuing operations after tax and exceptionalitems of £17.6m (2014 restated: £9.2m).

Losses after tax of £5.3m on discontinued operations, reflecting theresults of the television business, were incurred in the year (2014restated: profit after tax £4.6m).

Group net debt was lower at £45.8m (2014: £46.2m).

Dividends amounting to £6.9m (2014: £6.8m) were paid during the year,representing a final ordinary dividend for 2014 of 5.43p per share and aninterim ordinary dividend for 2015 of 1.82p per share as shown in note 13.

A final dividend of £5.2m representing 7.60p per share (post shareconsolidation as outlined in note 27) is proposed for approval at theAnnual General Meeting. If approved, warrants in respect of it will bedespatched on 15 July 2016 to shareholders on the register at the closeof business on 20 May 2016.

Review of activitiesUTV Ireland launched on 1 January 2015, having secured transmissionon all major distribution platforms and rights to a broad range of popularprogramming, including all production of ITV Studios. Consumerconfusion around both re-tuning of digital receivers and alsoprogramming inconsistencies with the long established UTV NorthernIreland was gradually addressed and UTV Ireland quickly establisheditself as the second most watched channel in Ireland in weekdaypeaktime. However, this performance was not matched at the weekendwhere the absence of consistently popular programming underminedoverall audience delivery and therefore advertising revenue projections,leading to revisions of profit expectations. With the path to profitability

extended, your Board considered a £100m cash offer from ITV for ourtelevision business as an opportunity to release immediate value for ourshareholders while substantially improving our risk profile. That riskprofile was further enhanced by the transfer to ITV of our pensionobligations under the defined benefit scheme. The completion of thesale to ITV was conditional upon clearances from the BroadcastingAuthority of Ireland, the Competition and Consumer ProtectionCommission and the Minister for Communications, Energy and NaturalResources. These clearances were duly received and completion of thesale took place on 29 February 2016. Of the £98m net cash proceeds,£50.8m will be returned to shareholders on 1 April 2016 through theissue and redemption of B shares on 25 March 2016, while a further£4.2m will be distributed by way of special dividend on 15 July 2016.

The Group’s banking facilities were fully repaid on 29 February 2016 withnew facilities put in place on this date comprising a £30m dual-currencyRevolving Credit Facility and overdraft facility for 4 years. Targeted netdebt/EBITDA over this period is less than 2.00:1.

In March 2015, our Radio GB division was awarded the UK’s secondnational DAB multiplex licence, D2, along with its two Sound Digitalconsortium partners, Bauer Media and Arqiva. Since then, extensivepreparations have taken place which culminated in the successfullaunch of 3 new national radio services in March 2016. These aretalkRADIO, a talk-led service focussed on current affairs andentertainment; Virgin Radio, a music service which brings the famousVirgin Radio brand back to the UK under a 12 year brand licenceagreement with Virgin Group; and talkSPORT 2, a complementaryservice to talkSPORT covering live action across a broader range ofsports.

In a post World Cup year, talkSPORT, with its focus on football, continuedto provide an essential service to loyal fans, recording on average morethan three million listeners every week. With strong demand for theyounger, generally affluent male demographics of those listeners,advertisers were receptive to a significant increase in our spotadvertising rates. It’s worth noting that more than 10% of talkSPORT’srevenue now comes from its digital inventory. talkSPORT’s internationalbroadcasting business, now in its fourth season, continues to achievedouble digit sales and profit growth with rights in place for three furtherseasons.

We confirmed on 9 January 2015 that our local radio stations in GB weresubject to a strategic review. This review was wide ranging and thoroughand was intended to determine whether greater value could be derivedfrom disposals or from driving further profits from these stations.Despite receiving a number of attractive offers for those radio assets,we concluded, with one exception, that the latter option was the correctchoice. The one exception was our only youth orientated station, JuiceFM in Liverpool, where we accepted Global Radio’s £10m offer.

Chairman’s Statement

“The launch and establishment of our three new recently launched national radiostations on D2 is a key priority for 2016. talkSPORT 2 and talkRADIO will leveragetalkSPORT’s brand heritage while Virgin Radio will have instant brand recognition.”

Richard HuntingfordChairman

* As appropriate, references to operating profit includes income from associates and joint venture but excludes exceptional items and discontinued operations.


GROUP PLCWIRELESS

Who We AreThe Irish radio advertising market has been severely impacted by theyears of deep recession in Ireland, falling by an estimated 50% from peakto trough. Recovery in Irish domestic consumer demand has lagged thevery strong turnaround in the overall Irish economy but 2015 saw theIrish consumer gain confidence and Irish domestic consumption startedto record good growth. Surprisingly, this confidence was not reflectedin the Irish radio advertising market which moved only slowly out of thetrough. A feature of 2015 was the increasingly competitive nature of theradio market. Anticipating a return to strong advertising growth, radiostation owners became more aggressive in terms of marketing andinvestment in talent, and discounted pricing remained prevalent.

Board changesAfter twenty-three years’ service on the Board, including sixteen as ChiefExecutive, John McCann (62) decided in March 2016 that the sale of theCompany’s television business marked a very natural time for him toretire. John joined UTV as Financial Controller in 1983, becomingDirector and General Manager in 1990 and Chief Executive in 1999.Under John’s leadership, UTV was transformed from its ITV regionallicensee origins into one of the most successful media companies in theUK and Ireland, with market leading radio, television and digital mediaassets. John will retire at the time of the AGM in May 2016.

On behalf of all shareholders and employees of the Company, I wouldlike to thank John for his outstanding leadership, professionalismand passionate commitment to the Company over so many years.He leaves the Company in a very healthy state and with our fondestbest wishes.

Coline McConville, who joined the Board in 2012, will also retire at theAGM in May 2016 and I would like to thank her for the very valuablecontribution that she has made during her time on the Board.

At the same time I would like to thank my other colleagues on the Board,our management and staff for all their hard work and determinationduring what has been an eventful and transforming year for the Group.

Having considered the nature of the continuing Group and theexperienced existing management team, the Board has asked me tobecome Executive Chairman and to lead the Company’s growth strategyas a focused radio group. I look forward to using my extensive experienceof the radio industry and existing knowledge of the Company’sbusinesses to ensure that the Company continues to focus all its effortson delivering long-term value for shareholders.

ProspectsThe launch and establishment of our three new recently launchednational radio stations on D2 is a key priority for 2016. talkSPORT 2 andtalkRADIO will leverage talkSPORT’s brand heritage while Virgin Radiowill have instant brand recognition. All three stations will be supportedby existing infrastructure and will benefit from cross promotion, therebyhelping to keep costs as low as possible. Our low cost model for thesedigital stations envisages breakeven being achieved at modest audiencedelivery levels. Operating losses at the three stations are anticipated tobe circa £3.6m in 2016, moving to a small loss in 2017 and growingprofitably beyond this. 50% of our forecast 2016 revenue for the D2stations has already been achieved.

talkSPORT has a commanding position in the UK radio market as thepremier sports radio station and will benefit from the summer Euro2016 tournament. Both the size and the profile of its audience makes itan attractive medium for advertisers seeking male audiences. While amajor football tournament typically would drive a 10% increase in salesover the course of a calendar year, talkSPORT is experiencing goodunderlying sales growth in addition to the positive effect of the Euroswhich augurs well for 2016. Our local radio stations are expected toperform broadly in line with the UK radio market for the year as a whole.

The Irish economy is forecast to grow strongly in 2016 and beyond.Consumer expenditure is also forecast to grow. This growth shouldtranslate into increased advertising expenditure and Irish advertisingagencies appear to be cautiously optimistic despite the backdrop of theslowing global economy. Our radio stations in Ireland continue to enjoymarket leading positions in key urban areas across the country whichshould leave them well placed to avail of market growth. At this stage,we expect single digit Irish radio advertising growth in 2016 with the firstquarter softer due to a very strong comparative in January.

ConclusionThe new Wireless Group has a very exciting future. As a focused radiobusiness with market-leading assets and a strong management trackrecord of growing audiences and revenues, I am confident that we cantarget double digit profit growth over the medium term. Our robustbalance sheet and strong cash generation will support a progressivedividend policy allowing shareholders to look forward to both significantincome and capital growth from the Company over the coming years.

Richard HuntingfordChairman31 March 2016


GROUP PLCWIRELESS

Chairman’s Statement

UTV Media plc Board of Directors - (L to R Front Row) – J. McCann, R. Huntingford and H. Kirkpatrick.(L to R – Back Row) S. Kirkpatrick, R. Brennan, N. McKeown, C. McConville, S. Taunton and A. Anson.

In 2015 UTV Media plc comprised market leading television and radio businesses located

in the UK and Ireland, together with digital media assets. On 29 February 2016, following

the sale of the television business, UTV Media plc changed its name to Wireless Group

plc with a strategic focus on radio.

Wireless Group plc now incorporates:Radio GB operates talkSPORT, the world’s biggest sports radio station; Sport magazine, the UK’s leading sports magazine; 12 independent localradio stations in England and Wales as well as a number of digital radio multiplexes throughout GB.

Radio Ireland is the largest local radio operator in Ireland with seven stations broadcasting from Belfast, Cork, Limerick, Dublin and Drogheda andan advertising sales house based in Dublin.

Our Digital media businesses, Tibus and Simply Zesty, which provide digital support to the radio divisions alongside services to external customers.

Where we are UK and Ireland1. Wireless Group plc HQ, U105,

Simply Zesty, Tibus2. LMFM3. FM104, Q102, Radio Ireland sales house,

Simply Zesty4. Cork’s C1035. Cork’s 96FM6. Limerick’s Live 95 FM7. talkSPORT, talkSPORT International,

Sport Magazine8. Radio Wave9. Pulse 1 and Pulse 210. Wish FM11. Wire FM12. Tower FM13. Peak 10714. Signal 1 and Signal 215. Signal 10716. Swansea Sound and The Wave17. Radio GB HQ

talkSPORT broadcasts commentary inmultiple languages with partner stationsaround the world.

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1415

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GROUP PLCWIRELESS

• talkSPORT’s international arm has 69 broadcast partners around theworld for its live Barclays Premier League, FA Cup and Capital OneCup match commentary during the 2015/16 season.

Our ContentAs the UK’s only dedicated sports radio station, talkSPORT sets thesports news agenda. With award-winning broadcasters and sportinglegends from the worlds of football, rugby, cricket and athletics, thestation’s presenters have a wealth of sporting knowledge and insight.

talkSPORT was a licenced radio broadcaster of the Rugby World Cup2015, and brought listeners extended coverage of all 48 matches. Theexpert presenting team included Australian legend David Campese,former England and Lions hooker Brian Moore, Rugby World Cupwinner Mike Tindall and Wales' most capped winger Shane Williams.

talkSPORT’s evening football show, Kick Off, won Best RadioDocumentary at the prestigious Sports Journalists’ Association Awards,for a special documentary that looked at the mental health ofsportsmen.

This year talkSPORT International partnered with the global on-demandstreaming service Deezer, and was a big part of their expansion beyondmusic. The service also launched a brand new show Friday NightFootball, featuring English live commentary of the Bundesliga.

In April Radio GB, as part of consortium Sound Digital, was awarded thesecond digital multiplex licence and in March 2016 re-launched VirginRadio and launched two brand new stations, talkSPORT 2 andtalkRADIO, truly expanding choice in the media marketplace. The formerpromises to be an exciting return for Virgin Radio, with a presenting lineup of first-class broadcasters playing the latest music and favouriteclassics. talkSPORT 2 will focus on sports rights and supportingmagazine programming to attract a premier audience with in-depth livecommentary of golf, cricket, rugby and US sports, as well as coverageof football outside of the Premier League. talkRADIO is all set to be anengaging speech station with credible radio personalities, covering newsand current affairs, entertainment and lifestyle.

Sport magazine consistently interviews the biggest stars in the world ofsport and has spoken exclusively to Cristiano Ronaldo, Jessica Ennis-Hill, Novak Djokovic and Lewis Hamilton.

Radio GB’s local stations hosted some exclusive interviews with bignames from the music industry including One Direction and Little Mix.

Wish FM was awarded the top gong for Best Sports Coverage in the IRNAwards for the Super League Grand Final rugby programme.

The local radio stations raised over half a million pounds, which wenttowards charities in their areas, and included Signal 107 raising £90,000for a variety of local causes and Pulse 1 raising £100,000 for KirkleesHospice. Signal 107 also tackled homelessness with the breakfastpresenter Dicky Dodd sleeping on the streets for two nights to highlightthe problem. We also collected and distributed coats, hats and scarvesfor those who needed them.

Who We Are

Internationally, as global audio partner of the Premier League,talkSPORT broadcasts Barclays Premier League, FA Cup and LeagueCup commentary with 69 broadcast partners around the world. Thestation’s exclusive package of audio rights allows talkSPORT tobroadcast official live commentary of all 380 Barclays Premier Leaguematches in a variety of languages to listeners outside of the UK andRepublic of Ireland. This year talkSPORT International partnered withCable and Wireless in the Caribbean and Eon in Australia, both until the2018/19 season.

Each of Radio GB’s 12 local radio stations has a unique place in theircommunity, providing news, information and entertainment. Our stations are:• The Pulse 1 and 2 in West Yorkshire• Signal 1 and 2 in Staffordshire and Cheshire • Swansea Sound and The Wave in South Wales • Peak 107 in North Derbyshire• Radio Wave in Blackpool• Tower FM in Bolton and Bury• Wire FM in Warrington, Widnes and Runcorn • Wish FM in Wigan and St Helens• Signal 107 in Wolverhampton, Shrewsbury, Oswestry and Kidderminster

Radio GB also has interests in eight local and regional DAB digital radio multiplexes.

Sport magazine is the leading sports title in the UK and the second mostread men’s magazine in the UK. It is available as a print edition anddigitally on iPad, Kindle Fire and Android devices. The magazine looksforward to 2016, which will see its ten year anniversary.

Our Audience• talkSPORT is listened to by 3.1 million adults per week (Q4 2015)

and 84% of all talkSPORT listeners are male and 58% are ABC1• Radio GB’s local stations are listened to by 1 million adults per week

(Q4 2015) – 55% are female and 55% are aged between 15 and 44• Sport magazine has an audited weekly circulation of more than

300,000 and readership of almost 450,000 with 60% of readers aged25 to 34 and 81% categorised as ABC1

• talkSPORT’s website has more than 4.5 million average monthlyunique users, while our local radio stations attract over 400,000 userseach month to their websites

• talkSPORT is the most followed commercial radio station in the UK onTwitter with over 840,000 followers, and the station is also far past anyother on Facebook, with 1.9 million Likes.


GROUP PLCWIRELESS

Radio GB

talkSPORT presenters

talkSPORT, based in London, is the world’s biggest sports radio station and the UK’s only

station dedicated entirely to sport. talkSPORT is an official broadcaster of the Barclays

Premier League, the FA Cup, England football internationals and the Capital One Cup,

and was also a licensed radio broadcaster of the Rugby World Cup in 2015.


GROUP PLCWIRELESS

Our ContentAll seven Radio Ireland stations continue to provide a unique mix ofmusic, news, sport and current affairs, with a strong local/communityfocus. The ongoing focus on music research complemented by a strongemphasis on local content and engagement continues to result in thedelivery of high quality locally relevant programming.

The breadth of Radio Ireland programming continues to be attractive toaudiences with output including live sports commentaries, specialistmusic programming, programming on the arts and current affairsoutput.

In 2015 Radio Ireland continued its involvement in major local eventsacross the entire calendar including sporting, charity, community andarts events. All stations continued with charitable initiatives, with thehighlights being €377,657 raised by Cork’s 96FM’s “Giving for Living”Radiothon, £180,000 raised by U105’s “Operation Purple” for the NIHospice and €87,464 raised by Live 95FM’s “95 Stop Tour for Limerickkids”. As well as raising significant funds, these initiatives generatesignificant awareness for the charities involved.

Radio Ireland’s stations were successful at both the PPI Radio Awardsand the Love Radio Awards for 2015. Of particular note was FM104retaining the PPI Music Station of the Year Award along with Cork’s96FM, LMFM and our national radio sales house success at the LoveRadio Awards.

Radio Ireland remains focused on the development of its presence inthe social/digital area. Engagement in these areas has improveddramatically throughout 2015 with these audiences being integrated intoits ongoing advertising sell. The assets are designed to be brandextensions of the radio stations’ offering, giving the communities servedthe chance to interact, enter competitions, listen live, and engage viaonline and social media platforms. In 2015 investment was made in acontent team to specifically create and curate content for the web andgrow the audience across web and social. By the end of 2015 pageviewshad increased by 29% year on year, whilst average monthly unique usersgrew by 85%. Facebook and Twitter followers across the stations alsoincreased year on year with Facebook followers growing 69% to over750,000 and Twitter followers increasing by 42% to 190,000.

Radio Ireland’s initiative to promote music by emerging Irish talent,Select Irish, has gone from strength to strength during 2015. A SelectIrish act is chosen each month with significant airplay being afforded toa new song by that act across our network of stations. Previousrecipients include Gavin James, Kodaline and The Coronas.

Digital ServicesTibusTibus provides specialist Internet services for businesses and publicorganisations that run high-profile or business critical websites. Its coreoffering is centred on secure managed hosting and support for businessapplications. Tibus has 3200 clients across the UK and Ireland andoperates services from its locations in London, Dublin and Belfast. Recent projects have included work for both public and private sectorclients. Tibus also works extensively for the Group companies andhelped deliver a major live streaming project for Television and furtherenhancements for talkSPORT’s Barclays Premier League footballcoverage on the Internet.

Simply ZestySimply Zesty is a digital advertising agency offering customers a rangeof creative digital marketing and technology services provided by a highlyexperienced team of digital professionals.

Who We Are


GROUP PLCWIRELESS

Radio Ireland

Radio Ireland’s main point of difference in the marketplace is its deliveryof a truly targeted urban audience across Ireland. This provides anefficient way of targeting urban adults which is highly desirable,particularly for national clients.

Radio Ireland comprises the following stations, each of which hasmarket leading positions in Ireland’s main urban areas: • FM104 and Q102 in Dublin • Cork’s 96FM and C103 • Limerick’s Live 95FM • LMFM in Louth/Meath • U105 in the Greater Belfast area

Radio Ireland’s collective stations serve a diverse age demographic mixfrom FM104 targeting a 15-34 year old audience to U105 targeting a 45year old plus audience. The output of all stations is designed to beattractive to the key housekeeper and housekeeper with childdemographics.

Radio Ireland also consists of a national radio sales house which is basedin Dublin, providing a significant advertising alternative to the national

broadcasters. Our national radio sales house also sells airtime for twoclient radio stations, Galway Bay FM and WLR FM in Waterford.Combined, the national radio sales house stations reach 1.02m adultson a weekly basis which is ahead of national stations 2FM, Newstalk andTodayFM but with the additional benefit of being firmly focused on keyurban areas. While much of its revenue comes from the combinedpackage, similar amounts are generated by selling individual stationsat both a national and local level.

Limerick's Live 95 FM '95 Stop Tour' Family Fun Day

Radio Ireland is the largest operator of local radio stations in Ireland. Each station has

its own unique blend of output, specifically focused on both the targeted audience

demographic of that station and also relevant local content for its broadcast area.

Our AudienceListenership Data Weekly Reach Market Share

96FM / C103 – Cork 58.3% 32.4%Live 95FM – Limerick 69.5% 36.2%Q102 – Dublin 15.2% 5.5%FM104 – Dublin 30.8% 10.9%LMFM – Louth/Meath 46.5% 25.9%U105 – Belfast 27.0% 14.8%

Source – RAJAR Q4 2015 /JNLR / Ipsos MRBI 2015 – 4


GROUP PLCWIRELESS

Strategic Report

Following the sale of the Television business to ITV on 29 February 2016, Wireless Group plc is now a focussed radio group that will look tomaximise shareholder return through: •Maintaining and developing highly attractive, market-leading assets•Maintaining a robust balance sheet•Driving strong cash generation•Targeting double digit profit growth over the medium term

Future profitability will be generated by our Radio GB division, largely comprising the talkSPORT businesses and twelve local radio stations,and by Radio Ireland, comprising seven radio stations based in the major urban areas in Ireland. In addition we have two much smallerdigital services businesses, Tibus and Simply Zesty, who continue to provide services to the radio divisions alongside their external customers.

The key Strategic Objectives that drive the Company’s business model are:1. Build audiences2. Create attractive propositions for advertisers which are sold effectively to maximise revenue3. Maintain a low cost base whilst also capitalising on new opportunities

Reflecting this smaller Group centred on radio, a cost reduction programme is being undertaken in 2016 which is planned to reduce costsby £3.0m per annum from 2017 onwards.

Within the Strategic Objectives of the Group the key priorities for 2016 are:

Radio GB- the successful launch of three new digital radio stations, Virgin Radio, talkSPORT 2 and talkRADIO- to maintain talkSPORT’s leading audience performance- to further develop talkSPORT International

Radio Ireland - to continue to achieve market leading positions- to broaden audience appeal onto digital platforms - to capitalise upon growing consumer confidence in the economy of the Republic of Ireland

Costs- to implement the cost reduction plan to reflect the new size of the Group and improve efficiencies.


GROUP PLCWIRELESS

Strategic Report

Strategic Objectives

Business ModelAs a result of the sale of the Television business the Group is now managed across 2 key areas of business or activity – Radio GB and Radio Ireland.

Tibus and Simply Zesty, our digital media businesses, remain within the overall group structure to the extent that they continue to provide avaluable service to the Radio businesses and generate profits from external customers.

Wireless Group’s core business model is illustrated as follows:

Build audiencesCreate attractive propositions foradvertisers – sold effectively tomaximize revenue

Maintain a low cost base whilstcapitalizing on new opportunities

Secure and retain broadcast andprogramme rights

Produce popular regional and localprogrammes

Recruit and retain key talent across theGroup

Broadcast across multiple platforms

Sales teams aligned with customers’businesses to build long termrelationships

Tailored flexible sales packages in placeto maximize revenue

Reporting systems established todemonstrate to customers the audienceimpact of their advertising

Strong customer communication

Regular review of business structures toreduce costs and maximize efficiencies

Encourage identification of marketopportunities through stationdevelopment, use of new broadcastplatforms or, if value-adding,disinvestment

Radio GB Radio Ireland

2015 was a year of continuity and evolution for talkSPORT, with astable presenter line-up ensuring a strong audience performanceacross the year, whilst also providing a platform for investment inkey events such as the Rugby World Cup. talkSPORT broadcast 164live football commentaries across the year, ranging from PremierLeague and FA Cup to Champions League and EnglandInternationals.

talkSPORT’s distinctive, high quality programming output fromtalented presenters provides a very attractive audience environment.Throughout 2015 talkSPORT continued to develop highly effectiveaudience campaigns, such as the Predictor, which are tailored tosporting events.

talkSPORT leads the UK commercial radio industry in its successfulexploitation of digital platforms, with an online footprint well aheadof its peer group. talkSPORT.com average monthly unique usersduring the year exceeded 4.5 million, up 36% year on year, with 25million monthly average page views, an increase of 23%.

talkSPORT also had more than 1.9m Facebook Likes in the year, up536% and increasing Twitter followers on its primary account by 26%year on year to 848,000.

In 2015 Sport magazine continued to provide a commerciallycomplementary platform to talkSPORT. Sport magazine enjoys acommercially appealing large UK male readership centred onLondon thanks to its compelling mix of sports interviews andfeatures.

In March 2016 Wireless Group initiated a major expansion in itsnational radio business with the launch of two new national speechstations – talkRADIO and talkSPORT 2 – as well as the return of theiconic Virgin Radio brand under an exclusive licence agreement withVirgin Group.

talkRADIO, talkSPORT 2 and Virgin Radio each boast a distinctiveeditorial format which will complement our existing portfolio andbroaden our appeal to listeners and advertisers alike. As with ourother stations our offering will include engaging websites and mobileapplications developed by our in-house team.

The Group’s 12 local radio stations in England and Wales benefitfrom having a demonstrable commitment to a local presence andto local programming. This provides a point of difference for listenersand sustains long term audience growth.

Engagement with our local radio network via digital platforms sawsustained growth in 2015 with an average of 0.41 million monthlyunique users, up 14% year on year, and 2 million average monthlypage views, up 33% year on year.

The Irish radio division consists of seven stations covering Dublin (2),Cork (2), Limerick, Louth/Meath and Belfast. Our content in eachstation is truly local with carefully chosen presenters and is designedto serve the preferences of each local area accordingly. Our ability toreact and adapt to the ever changing needs of our audience isparamount to our market leading success.

Each station is embedded in the very fabric of their local communitythrough their local news and information content and also throughtheir involvement in community and charitable events. Thischaracteristic enhances the bond between listener and stationacross the network.

Independent testing of the music being broadcast takes place on aregular basis to establish local audience appeal.

With the introduction of a dedicated content/digital team, RadioIreland stations are moving with a changing media market. Allstations have active web platforms which contain sections for rollinglocal and national news, entertainment news, listen live, podcastsand show and presenter details. Radio Ireland’s websites averageover 1.7 million page views per month.

Radio Ireland’s stations have an active and growing presence onFacebook and Twitter. A defined social strategy has led to growth inall social media platforms, with Facebook having over 750,000followers and Twitter having over 190,000. Station content has hadover 5 million views on YouTube and Instagram, Periscope and Vineare utilised where appropriate.

Strategic Objective 1: Build audiences

Related Non Financial KPIsAudience share including listener share and listening time

Visits to digital platforms including website page views and unique users


GROUP PLCWIRELESS

Strategic Report


GROUP PLCWIRELESS

Strategic Report


The sales structures within talkSPORT and the local radio stationsare tailored to the business structures of our customers. This canvary from large agency sales teams selling to agency customersacting on behalf of multinational businesses across several of thetalkSPORT stations to a local sales team targeting the needs of soletraders. Of paramount importance is the ease with which a customercan do business with us and our ability to maximise the businessopportunity. Strong commercial leadership and effective sharing ofbest practice across the sales teams is essential.

As customer requirements vary considerably it is vital that our salesofferings are tailored to their requirements and that through thesesales packages we encourage long term relationships. This istypically done through the use of seminar sales or sponsorshipopportunities designed to encourage customers to commit forlonger periods of time. This mitigates business risk particularly withthe incremental costs of sports rights.

Key sponsors have enjoyed a long-term presence on talkSPORT,reflecting the benefits they have derived from an association withtalkSPORT as well as the station’s emphasis on accountmanagement and campaign implementation.

Our customer strategy also takes account of the multiple deliveryplatforms that we can offer. This enables us to capitalise onincreased digital and mobile listening. In 2015 talkSPORT achievedsignificant growth in in-stream audio advertising revenue throughits in-house sales team. We anticipate further growth as this formatcontinues to gain traction with media agencies.

Through RAJAR analysis and digital measurement we regularlyfeedback to customers on the size of audiences we have achievedand hence how successful their sales campaigns have been. Wecontinue to lobby within the commercial radio industry for enhancedaudience reporting to take account of the changes in how audienceslisten to our programming.

Through the success of our Urban Access national sales product andthe strength of our local sales teams we have been able to maximiseour revenue opportunity, enabling us to remain the largestindependent commercial radio operator in Ireland.

Urban Access enables us to sell our market leading stations in acombined offering to agencies seeking national coverage of urbanbased audiences. Our local sales teams have established strongrelationships with businesses seeking to get their message to a largeaudience in a defined geographical area in a cost effective manner.

With clients demanding new and innovative ways to use our mediumwe’ve adapted our sales approach to deliver on this. Examples ofsuccess in this area include the repackaging and selling of our SolusAccess package to one agency group for a long term contract,locking in an 18month investment rather than selling it on a moretraditional week by week basis.

Working closely with clients resulted in us taking the Gold andBronze awards in the Client of the Year category in the Love RadioAwards. This is a joint entry between sales house and client, whichrecognises clients who use radio best, and we were the only nationalsales house to be awarded.

The structure of our sales teams is well established with strongmanagement focused on key business targets and regular reporting.

JNLR analysis is used by each of the Radio Ireland stations toregularly review programme performance. This is used to providekey messaging to advertisers about the size and demographics ofthe audience achieved for their sales campaigns.

The sales team are also using new digital opportunities inconjunction with traditional radio advertising opportunities to driveadvertising revenues and fulfil the client need for a multi-platformengaged conversation with consumers.

Strategic Objective 2: Create attractive propositions for advertisers which are sold

effectively to maximise revenue

Related Financial KPIsRevenue


The business has a history of tight cost control and the recent UKmacroeconomic difficulties have brought greater importance to this,resulting in business practices that regularly question the need forexpenditure items.

The launch of the three new stations in 2016 incorporates a strategyof minimising expenditure in order to reduce the business start-uprisk. All three stations are accommodated within existing premisesand are utilising existing sales and support personnel wherepossible.

The Board received an offer of £10m for the purchase of Juice FM.As this represented a very substantial multiple of earnings the Boarddecided that it was in the best interests of shareholders to sell thisbusiness and reduce the Group’s indebtedness.

The significant problems recently faced by the Irish economy andthe commercial radio industry resulted in a protracted period of costcutting. This impacted all cost centres across Radio Ireland. As theIrish economy recovers this cost discipline is being maintained withregular reviews of the radio stations taking place to ensure that anycost movements are directly linked to the maximisation of long-termprofitability.

As the radio industry changes and we move into more digital, socialand experiential solutions, such expansion is being carefullymanaged, utilising existing resources where possible.

Strategic Objective 3: Maintain a low cost base whilst also capitalising on

new opportunities

GroupThe sale of the Television business prompted a review of costs across the Group. It was recognised that the costs of the Central team needed

to be reduced in order to re-size operations. At the same time a detailed review took place across the stations to identify further savings.Plans are currently being implemented to reduce the cost base by £3.0m from 2017 onwards.

Related Financial KPIsOperating profit (before exceptional items)

Profit before taxCash flow

Earnings per share


GROUP PLCWIRELESS

Strategic Report

Principal risks and uncertainties

Board activities

The Board’s oversight of risks is considered to be an essential element in enabling the Group to meet its strategic objectives. During the year theBoard has undertaken the following activities:

• Identifying and robustly assessing the most significant risks that could adversely impact the successful achievement of the Group’s objectives and its continuing operations; and

• Monitoring the quality of the risk control responses and mitigation actions that have been established by the Senior Management Team to address these risks.

Such activities support the production of a Board Corporate level risk register, and this register framework facilitates the Board to actively monitorthe most significant risks and their management throughout the year.

In January 2016, the Board undertook a comprehensive and robust assessment to ensure that the Board Corporate risk register illustrated therisk profile of the Group and the most significant risks and that the current mitigation responses are reflective of the Board’s risk appetite.

Resulting from this exercise, the Board has determined those risks that would be considered as being the principal risks to the Group in terms ofthe potential impact that the risk arising could have on the Group’s:

• Business model and strategy;• Position and performance;• Future developmental capability; and • Solvency and liquidity.

The principal risks and associated factors that are considered to be most significant to the Group’s operations and to the achievement of its strategicobjectives are described on the following pages.

Details of the risk management system by which the principal and corporate-level risks are monitored and managed by the Group are set out inthe Corporate Governance section.

Viability evaluation

It has been established that none of the individual risks in isolation would significantly compromise the Group’s viability but different combinationsand scenarios of events could severely test viability. It was these combinations that were modelled for possible impacts over a three-year timeframe. This time frame was considered the most appropriate period as it is consistent with the Group’s strategy and planning cycle which followsa rolling three-year period.

Using downside stress testing and sensitivity analysis the modelling exercise considered a number of severe but plausible scenarios based on theprincipal risks as outlined on the following pages and the financial impact of these on Group forecast revenue, operating profit, Net Debt/EBITDAand cashflows over the three year period.

Based on this assessment, the directors confirm that they have a reasonable expectation that the Group will be able to continue in operation andmeet its liabilities as they fall due over the three year period to 31 December 2018.

Board assessment

The results of the assessment exercise have been subject to detailed scrutiny and challenge by the Audit Committee which considered the relevanceof the assumptions that had been made, the quantification of the impacts on financial performance based upon alternative scenarios of the principalrisks occurring and the various stress-testing applications utilised, all of which have been modelled over the three-year timeframe.

Based upon the review and evaluation work undertaken by the Audit Committee, the Chair of the Committee has been able to advise the Board oftheir assessment, and this supports the Board’s position with regards to the viability assessment of the Group over the three-year period.

In accordance with provision C.2.2 of the UK Corporate Governance Code 2014, the Board has assessed the viability of the Group over a three-yearperiod to December 2018, taking into account the Group’s current position and the potential impact of the principal risks documented on thefollowing pages in severe but plausible scenarios and the likely degree of effectiveness of current mitigating actions. The Board confirms that havea reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due for the next three years.


GROUP PLCWIRELESS

Strategic Report

Risk situation and assessment Mitigation factorsRelative risk movement

1

2

3

4

Economic conditions and impact on NetAdvertising Revenue (NAR) income stream The majority of the Group’s revenue stream issourced as on-air advertising (NAR) and,being a discretionary spend product, it issensitive to economic conditions.

A serious economic downturn wouldsignificantly impact the Group's revenuewhich would be compounded by the relianceon NAR. If this continued for a protractedperiod of time, it would present a majorchallenge to the basis and potentially theviability of the Group’s overall businessmodel.

Performance of new national digital radiostations (D2)There clearly are risks associated with thelaunch of new radio stations into a highlycompetitive market. Establishing an audienceand being able to monetise this withadvertisers can be challenging. It will take atleast six months of broadcasting to get anunderstanding of the size of the audienceachievement of new D2 stations in 2016.

If listenership fails to reach the forecastnumbers, this could result in significantlylower advertising revenues which may not besufficient to cover the base-line operationalrunning costs.

Availability of sports broadcasting rights Securing both exclusive and non-exclusivesports rights directly influences talkSPORT’saudience. The pricing of rights determinesthe viability of broadcasting certain sports.

Key customersThe advertising market is dominated by asmall number of global agencies. Specificlarge customers are critical to the stationsand the loss of their business could result in asignificant reduction in revenue.

• High quality programme content with strong branding and marketing will enable the Group’s market-leading stations to continue to be preferable to advertisers in difficult market conditions.

• The launch of the new D2 stations which will be attractive to listeners and hence advertisers will enable the Group to grow profitable market share.

• Continued focus on growing revenue streams from digital platforms to reduce the reliance on NAR.

• Specialist research and forecasting has been commissioned in the preparation of the expectedaudience performance figures.

• Financial forecasts are judged to include conservative audience assumptions and operating costs have been minimised through the use of existing infrastructure and staffing where possible. There has been an ongoing focus on cost control.

• The launch of the D2 stations, whilst a new venture, represents a relatively small element of the Group’s overall operations. The venture is not a new business activity and management have considerable experience in the establishment and operation of radio stations.

• The sellers of sports rights recognise talkSPORTas a premium brand which they continue to wish to be associated with.

• The financial return from sports rights is subjected to considerable assessment at the time of negotiation and also at regularfollow-ups.

• Other sports rights are identified as programme alternatives.

• Strong programme content and audience performance encourages brand owners and advertising agencies to be associated with the station.

• Considerable effort goes into developing good agency relationships which means concerns canbe raised at an early stage.

Whilst there is ongoingmacro-economic uncertainty,advertising agencies arepredicting that thecommercial radio market willcontinue to grow in 2016. TheBoard therefore does notbelieve that there has been amaterial change to this risk.

The launch of the digitalstations introduces a newrisk, primarily in the 2016start-up year.

The Board believes that therehas been no material changeto this risk.

The Board believes that therehas been no material changeto this risk.


GROUP PLCWIRELESS

Group Performance Review & Outlook

Results and dividends for the yearThe Group profit from continuing and discontinued operations before exceptional items for the year and after taxation amounted to £3.3m (2014restated: £13.8m) of which £3.1m (2014 restated: £13.6m) is attributable to the members of the Company as detailed in the Group Income Statement.The reason for this year on year reduction was primarily due to the performance of UTV Ireland.

Dividends amounting to £6.9m were paid during the year representing a final ordinary dividend for 2014 of 5.43p per share and an interim ordinarydividend for 2015 of 1.82p per share as shown in note 13.

A final dividend of £5.2m, representing 7.60p per share, based on the issued share capital at the record date, is proposed for approval at the AnnualGeneral Meeting. If approved, warrants in respect of it will be despatched on 15 July 2016 to shareholders on the register at the close of businesson 20 May 2016.

As outlined earlier in the Strategic Report the Group completed the sale of its Television business, UTV Limited and UTV Ireland Limited, to ITV on29 February 2016. These have been classified as discontinued operations in the 2015 financial statements. The figures for the year ended 31December 2014 have been restated, where required by IFRS 5, to reflect the discontinued operations.

During 2015 the Group was managed on the basis of three business divisions: Radio GB, Radio Ireland and Television. From 2016 the Group will bemanaged on the basis of two key radio divisions: Radio GB and Radio Ireland, along with the smaller digital services businesses of Tibus and SimplyZesty.

Financial Key Performance IndicatorsPerformance from continuing operations during the year against the Group’s financial KPIs was as follows:

2015 2014 Change(restated)*

1 Revenue £75.1m £82.4m (£7.3m)2 Operating profit (before exceptional items) £12.5m £13.8m (£1.3m)3 Profit before tax ** £10.7m £11.9m (£1.2m)4 Free cash flow *** £2.7m £15.8m (£13.1m)5 Diluted adjusted earnings per share 8.65p 9.43p (0.78p)

* 2014 results have been restated to reflect the classification of the Television business as discontinued** Includes associate and joint venture income but excludes discontinued operations and exceptional item of £6.9m in 2015*** This represents the cash generated by the Group’s operational activities in the period (before financing costs, tax, dividends, and other discretionary payments)

Financial KPI 1: Revenue Group revenue from continuing operations has decreased by 9% to £75.1m (2014 restated: £82.4m). The reduction in revenue reflects the impactof the World Cup in the previous year, adverse foreign exchange impact and competitive pressures in Ireland and reduced activity in Simply Zesty.

For further information on the Group revenue from continuing operations refer to the divisional performance reviews and to the segmental analysisof Revenue in note 3.

Financial KPI 2: Operating Profit (before exceptional items)Group operating profit from continuing operations before tax, finance costs and exceptional items has decreased by 10% to £12.5m (2014 restated:£13.8m). This reflects the reduction in revenue offset by cost savings across the divisions.

For further information on the Group operating profit refer to the divisional performance reviews and to the segmental analysis of operating profitin note 3.

Financial KPI 3: Profit before taxGroup profit before tax has decreased by 10% to £10.7m (2014 restated: £11.9m). This reflects the reduction in operating profit as highlightedabove. Foreign exchange losses of £0.1m and net financing costs of £2.2m are in line with the previous year.

Strategic Report


GROUP PLCWIRELESS

Strategic Report

Risk situation and assessment Mitigation factorsRelative risk movement

5

6

7

8

Continuity of broadcast operations If an incident or event occurred thatterminated or significantly disruptedbroadcast output or IT services for asustained period of time, this would result inthe immediate loss of the ability of theaffected business to earn revenue.

Cyber-crime attacks on systems and dataAn attack could cause loss of broadcastservice to the audience and consequentialloss of advertising revenue.

Strategic focus and business transitionplansThe Board has set out a clear strategy for theWireless Group. However, as a consequenceof the disposal of the Television business,there will be significant change in 2016,particularly at the Group Centre. There is arisk that with the cost reductions announcedand the business change there could be alack of focus or momentum.

PeopleA combination of vision, leadership andinnovation is essential for senior roles in themanagerial team and failure to secure andretain the right people for senior andbusiness critical roles, or plan for the naturalsuccession for these positions, could lead tountimely loss of critical knowledge,experience and competitive advantage.The appeal of our broadcasting talentsupported by skilled and creative staff is afundamental component of our business andfailure to secure and retain talented peoplefor these roles could impact the ability tomaintain audience volume, performance anddeliver growth.

• Incident management response plans are in place at all locations to quickly recover from an event which includes substitute locations and equipment sources being identified with an IT contingency plan.

• Physical location safety and preventative measures inspections are routinely undertaken.

• Regular maintenance undertaken of essential broadcasting equipment and IT systems. Modernisation programme established for the replacement of legacy systems and equipment.

• Response plans are in place to manage a sustained systems outage and related publicity consequences.

• Security policies, standards and procedures are established.

• Prevention infrastructure configurations are installed.

• Strategy, delivery tactics and achievement of the revised business model continue to be the key focus for the Board at its meetings.

• The two main radio divisions are not significantly impacted by the business change and the experienced local management are very clear about their operational targets.

• A steering group has been established to manage the transitional arrangements for the reduced Group Centre.

• The Group continues to review the business to create a fit for purpose organisation

• Succession and retention planning is in place for senior management posts. The succession plan for the retirement of the CEO position has been actioned and will take effect in May 2016.

• The Group remains committed to the recruitment, engagement, retention and reward of experienced, quality management and talent.

The Board believes thatthere has been nomaterial change to thisrisk.

Due to the increasednumber of reportedcyber-crime attacks onbusinesses the Boardbelieves this risk hasincreased.

This is a new riskwhich the Board isclosely monitoring.

Any changes to theBoard structure canlead to an increase tothis risk.


GROUP PLCWIRELESS

These facilities have been provided by a banking group comprising Bank of Ireland and Ulster Bank (a subsidiary of Royal Bank of Scotland).

The required covenant ratios are:(1) Net Debt to EBITDA ratio should not exceed 3.00: 1(2) EBITDA to Net Interest Expense ratio should not be less than 3.25: 1

The facility is secured by a fixed and floating charge over the Company’s assets.

Financial KPI 5: Diluted adjusted EPSDiluted adjusted EPS of 8.65p, a decrease of 0.78p or 8.3% (2014 restated: 9.43p) reflecting the decrease in adjusted profit.

ProspectsThe successful sale of the Television business has significantly reduced the Group’s borrowings and hence financial risk, enabling a substantialreturn of capital to shareholders. The focus in Radio GB is now on launching the new D2 radio stations and capitalising on the audience growthassociated with the UEFA Euro 2016 championship. In Ireland our priority is to translate the market leading audiences of our stations into revenuegrowth in an improving Irish economy.

Strategic ReportFinancial KPI 4 : Cash Flow (1)

2015 2014 Increase/(decrease)

£m £m £m

EBIT (2) 8.7 19.5 (10.8)Depreciation and amortisation 3.0 1.9 1.1

EBITDA 11.7 21.4 (9.7)

Capital expenditure (net) (3.2) (7.6) 4.4Working capital movement (5.8) 3.2 (9.0)Non-cash decrease in contingent consideration - (1.2) 1.2

Free cash flow 2.7 15.8 (13.1)

Net financing costs (2.3) (1.8) (0.5)Tax (2.8) (2.5) (0.3)Dividends paid to equity shareholders (6.9) (6.8) (0.1)Dividends paid to non-controlling interests (0.1) (0.2) 0.1Proceeds from sale of discontinued operations & subsidiary 9.9 0.9 9.0Acquisition of treasury shares - (0.5) 0.5Discretionary pension payments (1.2) (1.2) -Other pension payment - (1.4) 1.4Other cash flows 0.7 0.5 0.2

Net cash flow - 2.8 (2.8)Repayment of borrowings (3.6) (3.9) 0.3Proceeds from borrowings 0.7 3.9 (3.2)

Net (decrease)/increase in cash (2.9) 2.8 (5.7)

(1) Includes both continuing and discontinued operations(2) Earnings before interest, taxation, exceptional items and including dividend income from associates and joint venture

Free cash flow from operations decreased by £13.1m to £2.7m (2014: £15.8m), reflecting the negative working capital movement of £9.0m, thedecrease in EBITDA of £9.7m and decrease in capital expenditure of £4.4m, which reflects the timing of agency and sports rights deals in Radio GBand the launch and first year of trading of UTV Ireland.

From the free cash flow of £2.7m (2014: £15.8m) the Group paid £2.3m on financing costs, £2.8m on tax and £6.9m on dividends to equityshareholders and received a total of £9.9m proceeds from the sale of Juice FM and contingent consideration from the sale of UTV Connect.

Note 23 Financial Liabilities includes details of the Group’s banking facilities. At 31 December 2015 facilities totalling £56.1m had been utilisedleaving unutilised facilities of £14.4m, plus overdraft facilities of £5.5m and cash reserves of £9.9m.

The banking covenant ratio requirements (which are calculated before exceptional items) are defined in the facilities documentation as: (1) Net Debt to EBITDA ratio should not exceed 4.50:1 (2014: 3.50:1) (2) EBITDA to Net Interest Expense ratio should not be less than 3.25:1 (2014: 3.25:1)

The required ratios were comfortably met as follows: (1) Net Debt to EBITDA ratio of 3.94:1 (2014: 2.15:1) (2) EBITDA to Net Interest Expense ratio of 6.16:1 (2014: 11.11:1).

The above facilities were fully repaid and cancelled with all security released on completion of the sale of the Television business on 29February 2016.

On the same date new banking facilities comprising a £30m dual-currency Revolving Credit Facility (RCF) and an £8m overdraft facility were putin place.

The £30m RCF is available to the Group for the period to 29 February 2020 when any amounts drawn will be repaid or refinanced. A commitmentfee of 40% of the applicable margin is payable quarterly on any undrawn portion of the RCF.


GROUP PLCWIRELESS

Strategic Report


GROUP PLCWIRELESS

Local Radio

*2014 non-financial KPIs restated to remove figures relating to Juice FM which was sold during 2015

Revenue across the local radio businesses decreased by 2% to £20.4m (2014 : £20.8m), which compares to a local market up 3%.

Radio GB division’s 12 continuing local radio stations in England and Wales recorded stable audience reach during the year. Particularly strongperformances were recorded by Wish FM which recorded a 39% increase, Tower FM (19% increase) and Pulse 2 (11% increase).

The decline in local radio average weekly hours in part reflects statistical variances in reported figures. Management will continue to closelymonitor this KPI in 2016.

Engagement with Radio GB’s local radio network via desktop and portable connected devices saw sustained growth, with an average of 0.41 millionmonthly unique users, up 14% year on year, and 2 million average monthly page views, up 33% year on year.

Once again our GB local radio network undertook a number of successful campaigns to foster community engagement during 2015. Highlightsincluded Signal 1 and The Wave’s shoebox appeal where we delivered over 12,000 boxes filled with presents and essentials to children in Africa. Inaddition, stations across the network also collected over 15,000 Easter eggs for disadvantaged local children and tens of thousands of Christmaspresents were collected across all stations and delivered in time for Christmas 2015.

Christmas 2015 saw the return of our festive pop-up DAB stations in Swansea, Stoke on Trent and Bradford. These were extremely well receivedwith online listening alone totalling 125,000 sessions.

Strategic Report

Performance Review (continued)

Radio GB Revenue in the Radio GB division was £52.8m (2014: £56.4m).Radio GB’s total operating profit was £11.7m (2014: £11.3m).Radio GB division contributed 70% (2014 restated: 68%) to Group revenue and 72% (2014 restated: 64%) to Group operating profit.

talkSPORT

talkSPORT revenues were down 9% to £32.4m (2014: £35.6m) due to the World Cup comparative in the prior year. The performance for the yearbenefited from the continuity in talkSPORT’s line-up of popular presenters, as well as its continued sports radio production expertise and premiumsports rights. These editorial strengths were bolstered during the year by a significant editorial commitment to the 2015 Rugby World Cup.

The station’s average weekly audience reach remained stable during 2015 at above the 3 million mark. Key shows also delivered strong performanceswith the Alan Brazil Sports Breakfast achieving reach figures of 1.4m and the Colin Murray show reaching a record high during the year of almost1.1m. 2015 also saw record audiences for Matchday Live and Call Collymore.

The decrease in talkSPORT’s average weekly hours reflects some cyclicality within listening figures and management are closely monitoring thefigures with early analysis from 2016 already indicating some improvement.

talkSPORT International made further strides in 2015, entering into a range of new multi-year contracts. These included agreements with newpartners such as Cable and Wireless plc, Deezer and Eon Sports Radio as well as existing partners such as TuneIn Radio, Onefootball and Citi FMGhana. Over the course of 2015, talkSPORT International worked with partners in over 87 territories, operating in six different languages.

talkSPORT.com achieved its highest ever numbers to the site on transfer deadline day, reflecting the appetite of football fans for the latest newsand updates about their club. Average monthly unique users during the year exceeded 4.5 million, up 36% year on year, with 25 million monthlyaverage page views, up 23%. talkSPORT ended the year with more than 1.9m Facebook Likes, up 536% and increasing Twitter followers on itsprimary account by 26% year on year to 848,000.

With a stable weekly print distribution of over 304,000, talkSPORT’s sister brand Sport is the largest sports magazine and second-biggest consumermen’s title in the UK market. Sport pioneered free magazine distribution when it was launched in September 2006 and is also available in iPad,Android and Kindle Fire HD formats. The magazine has undergone a significant redesign heading into 2016 – the year in which it celebrates itstenth anniversary.


GROUP PLCWIRELESS

Strategic Report

Non financial KPIs Source 2015 2014 Change

Audience:

Average weekly reach- the number of individuals listening to a stationfor at least 5 consecutive minutes in an averageweek.

Average weekly hours- the number of hours spent listening to a stationin an average week.

Sport magazine weekly circulation

Digital platforms:

Average monthly unique users -talkSPORT.com

Average monthly page views - talkSPORT.com

Radio Joint Audience Research(RAJAR)

RAJAR

Audit Bureau of Circulations(ABC)

Google Analytics

Google Analytics

3.1m

6.4 hours

304,401

4.5m

25.0m

3.2m

6.7 hours

304,160

3.3m

20.4m

-0.1m-3%

-0.3 hours-4%

+241+0%

+1.2m+36%

+4.6m+23%

Non financial KPIs Source 2015 2014* Change

Audience:

Average weekly reach- the number of individuals listening to a stationfor at least 5 consecutive minutes in an averageweek

Average weekly hours- the number of hours spent listening to a stationin an average week.

Digital platforms:

Average monthly unique users - Total for alllocal radio station websites

Average monthly page views - Total for all localradio station websites

RAJAR

RAJAR

Google Analytics

Google Analytics

1,002,000

8.3 hours

0.41m

2.0m

1,007,000

9.4 hours

0.36m

1.5m

-5,000-0%

-1.1 hours-12%

+0.05m+14%

+0.5m+33%


GROUP PLCWIRELESS

The focus remains on high quality, local output which provides listeners with programming that is uniquely tailored to their interests. Strongcommunity engagement is at the core of operations and numerous charitable and community initiatives complement the music, news andentertainment output.

The Radio Ireland stations continue to expand their audiences into digital and social platforms as can be seen by the station’s strong growth bothon the web and on social networks. The strategic objective for Radio Ireland is to continue to grow the solid traffic levels across its network ofdedicated websites, which will further improve in 2016 with a launch of new websites. Another priority will be to increase engagement on socialplatforms with our overall objective being to monetise these improvements. These assets are designed to be brand extensions of the radio stations’offering, giving the communities they serve the chance to interact, enter competitions, listen live, and engage via online and social media platforms.The average monthly page views across all station web-sites increased by 29% year on year, whilst average monthly unique users grew by 85%.This highlights the success of our new content team, as unique content brings people to the sites through social network posts. Facebook andTwitter followers across the stations also increased year on year with Facebook followers growing 69% to over 750,000 and Twitter followersincreasing by 42% to 190,000. Again the creation of engaging bespoke content, and subsequent analysis is driving this part of the business.

Strategic ReportPerformance Review (continued)

Radio Ireland The radio market in 2015 continued to move away from recession with growth, in particular, being driven from non-traditional revenue streams.

Data from agencies suggests that the Irish Radio market finished around flat to 2% growth in 2015, similar to 2014. In 2015 revenue in Radio Irelanddecreased by 13% to £17.8m (2014: £20.5m) reflecting in the main adverse foreign exchange movements together with increased competition.Operating profit in the division was down 19% year on year to £4.4m (2014: £5.4m), a decrease of 12% excluding the impact of foreign exchange.

Radio Ireland division contributed 24% (2014 restated: 25%) to Group revenue and 27% (2014 restated: 30%) to Group operating profit.

* figure includes the representative stations Galway Bay FM and WLR

Our national offering continues to provide a strong listenership with 713,000 people tuning into the Urban Access stations on a daily basis. Therehas been some slippage in audience as people moved more towards speech radio in the last quarter of 2015, possibly due to an interest in theupcoming general election. However, our reach number remains well ahead of national competitors and continues to command a premium as itis based in key urban areas. Competition remains very strong in the form of national advertising packages from other sales houses.

In terms of individual stations FM104 maintained the largest market share of any local station in Dublin with a market share of 10.9%. Within the15-34 demographic this rises to 22.2% putting it ahead of all competitors including the national stations. Q102 delivers an all adult share of 5.5%in Dublin, rising to 6.8% of females and 6.4% of housekeepers with dependents, two key audiences. As a combined offering the stations deliver a16.4% market share and 384,000 Dubliners tune into one of our Dublin stations every week, over 37% of the available audience.

The JNLR report for 2015 also brought good news for the stations in the other major cities, with Cork’s 96FM/C103, Limerick’s Live 95FM andLMFM all recording market leading performances in their respective areas. Cork’s 96FM/ C103 delivers a primetime market share of 32.4% anda weekly reach of 58.3%. Limerick’s Live 95FM delivers a primetime market share of 36.2% and a weekly reach of 69.5% and LMFM delivers aprimetime market share of 25.9% and a weekly reach of 46.5%. In the Greater Belfast area, U105’s weekly reach increased dramatically to 237,000,a record audience for the station.


GROUP PLCWIRELESS

Strategic Report


Audience:

Listened yesterday - daily reach (UrbanAccess)*- the number of people who listened/tuned into astation yesterday (average day)

Weekly reach (U105)- the number of individuals listening to a stationfor at least 5 consecutive minutes in an averageweek

Digital platforms:

Average monthly unique users – Total for allradio station websites

Average monthly page views – Total for all radiostation websites

Joint National ListenershipResearch(JNLR )

RAJAR

Google Analytics

Google Analytics

713,000

237,000

0.37m

1.72m

749,000

189,000

0.20m

1.33m

-36,000-5%

+48,000+25%

+0.17m+85%

+0.39m+29%


GROUP PLCWIRELESS

In 2015, more than 80% of the total traffic to our digital platforms was mobile driven, while one in three visits originated from social media. As aresult the Television division saw the consolidation of its traffic growth throughout 2015. Overall the sites and apps attracted an average of 1.5munique visitors per month in 2015 – the vast majority of whom consumed content on u.tv - an increase of 36% year on year. The platforms cumulativelydelivered an average of 16.3m monthly page views, an increase of 16% year on year. Over 8 million video streams were delivered by the UTV Playerin 2015, with a 60% (UTV Ireland)/ 40% (UTV) split.

UTV Ireland launched successfully on the four major platforms of Sky, UPC, Saorview and Eircom’s eVision on 1 January 2015 along with a catchup service online.

In 2015 UTV Ireland was reaching more than 2.3 million Irish viewers every week and UTV had created a strong mainstream television channel inthe Republic of Ireland, with long term licensing, programme supply and infrastructure in place.

Despite achieving these audience levels it became apparent in the course of the year that the future prospects of UTV Ireland would be better as apart of a larger media business. When the Group received an offer from ITV to purchase UTV Ireland and UTV this was judged to be the best wayto maximise shareholder value.

During the year the Television division also included a specialist digital services business and full service digital agency, Tibus and Simply Zesty. Tibus is a specialist hosting and streaming provider, serving primarily the UK and Irish markets. As well as offering services to high-profile externalcustomers, Tibus provides online broadcast and technical services for the group businesses within Wireless Group plc. These include the platformsbehind the UTV Player, talkSPORT digital, talkSPORT International, Irish Radio and the Group websites.

Key activities in 2015 centred around client deliveries for major hosting customers, primarily in London. Tibus continues to develop its presence inthe key verticals of energy, oil and gas plus in banking and finance. Operational highlights included a significant investment in its core hostingplatforms in Dublin.

Simply Zesty had a very challenging year in 2015 with reduced activity in key parts of the business. Following a review it was decided to restructurethe activities undertaken, reduce the cost base and focus on a smaller number of activities.

Information about Environmental Matters, Entity’s Employees and Social, Community And Human Rights IssuesInformation about environmental matters, the entity’s employees (including gender breakdown) and social, community and human rights issuesrelevant to the Group are included within the Group Corporate Social Responsibility report.

This Strategic Report was approved by the Board on 31 March 2016 and signed on its behalf by the Chairman.


Strategic Report

Performance Review (continued)

TelevisionThe results of the Television business are presented as discontinued operations in the Group Income Statement. The total loss incurred for thisbusiness was £5.3m (2014: profit £4.8m). Further detail is provided in note 11.

In 2015 the revenue from the two continuing digital services businesses, Tibus and Simply Zesty, which sat within the Television segment duringthe year was £4.5m (2014: £5.6m). The decrease in revenue was due to a significant downturn in Simply Zesty. This business is currently beingrestructured to focus on its profitable activities. Operating profit in these businesses was £0.1m (2014: £1.0m) reflecting the decrease in revenue.The results of the digital services businesses contributed 6% (2014 restated: 7%) to Group revenue and 1% (2014 restated: 5%) to Group operatingprofit.

UTV continued to be the most popular television channel in Northern Ireland in 2015, with a share of peak-time viewership of 23%, which is almostfour times the audience of our nearest commercial competitor, Channel 4, which has a 6% share and ahead of BBC NI’s 19%.

Once again high quality content formed the bedrock of UTV’s audience figures, with the station’s flagship news show, UTV Live, reaffirming itsposition as the most watched news programme in Northern Ireland, delivering an average rating of 36% across the year.

UTV continued to produce and commission successful, quality local programming which delivered strong audience share, in most cases higherthan the national network share and complementing UTV’s compelling network-driven programming schedule, with favourites such as CoronationStreet, Emmerdale, Britain’s Got Talent, X Factor, I’m a Celebrity and Downton Abbey.

The continued development of multiple platforms to reach audiences was evident through the u.tv website, a mobile site and Apple and AndroidApps. In 2014 a new UTV Player site and Apps launched in Northern Ireland, followed by the launch of utv.ie as a responsive site and the UTV Playersite and Apps on 1st January 2015 to accompany the launch of UTV Ireland. This was followed by the relaunch of u.tv as a fully responsive site inFebruary 2015.


GROUP PLCWIRELESS

Strategic Report


Audience:

UTV NI

Audience: market share (peak-time) -To be themost watched channel in NI

Audience: market share (news) -To be the mostwatched news in NI

UTV Ireland

Audience: market share (peak-time)

Digital platforms:

UTV NI

Average monthly unique users

Average monthly page views

UTV Ireland

Average monthly unique users

Average monthly page views

Broadcasters’ AudienceResearch Board (BARB)

BARB

Nielsen /TAM Ireland

Google Analytics

Google Analytics

Google Analytics

Google Analytics

23.3%

35.9%

8.3%

1.2m

14.5m

0.3m

1.8m

24.7%

35.4%

-

1.1m

13.8m

-

-

-1.4%

+0.5%

+8.3%

+0.1m+9%

+0.7m+5%

+0.3m

+1.8m


GROUP PLCWIRELESS

Coline McConvilleNon-Executive DirectorColine has extensive management, operational andinternational media expertise across a range ofcommercial markets.

Appointment to the board: 2012Age: 51External Appointments:Non-Executive Director, Travis Perkins plc (2015 – present)Non-Executive Director, TUI AG (2014 – present)Non-Executive Director, Fevertree Drinks PLC (2014 – present)Non-Executive Director, Inchcape plc (2014 – present)Previous Experience:Non-Executive Director, Wembley National Stadium Ltd (2012 – 2015) Media Advisor, Actis (2012 – 2014)Non-Executive Director, TUI Travel plc (2011 – 2014)Director, Shed Media plc (2009 – 2010)Director, HBOS plc (2000 – 2009)European Media Advisor, LBO Candidate, Apax Partners (2006 – 2007)Chief Executive, Europe, Clear Channel International Ltd (2002 – 2006)Chief Operating Officer, Clear Channel International Ltd (1998 – 2002)Group Development Director, More Group plc (1996 – 1998)Associate, Strategic Consulting, McKinsey & Co Ltd (1994 – 1996)Associate, Strategic Consulting, The L.E.K. Partnership (1989 – 1992)Qualifications:M.B.A. (Baker Scholar), Harvard Business SchoolB.A. (Hons) Jurisprudence, University of New South WalesB.A. (Hons) Laws, University of New South Wales

Róisín BrennanNon-Executive DirectorRóisín has extensive experience advising public companies on corporate finance in Ireland.

Appointment to the board: 2014Age: 51External Appointments:Non-Executive Director, Musgrave Group plc (2015 – present) Non-Executive Director, Coillte Teo (2014 - present)Non-Executive Director, DCC plc (2005 - present)Previous Experience:IBI Corporate Finance Ltd (1990 - 2011) - Various senior positionsincluding Chief Executive (2006 -2008) and Executive Chairman (2008 - 2011) Non-Executive Director, The Irish Takeover Panel (2000 - 2001)Qualifications:B.C.L. University College Dublin (1982 - 1985)Fellow of Chartered Accountants Ireland

Board of DirectorsThe following gives information on the Group Board of Directors as at 31 December 2015 and at the date of signing the financial statements. On4 March 2016 the Group announced that John McCann will retire as Group Chief Executive at the Annual General Meeting in May 2016. RichardHuntingford, currently Non-Executive Chairman, will become Executive Chairman from this date. Coline McConville will also retire from theBoard at the Annual General Meeting in May 2016.

Richard HuntingfordChairmanRichard is a highly experienced executive in the mediasector and has extensive leadership expertise at plcboard level as a Non-Executive Chairman and Director.

Appointment to the board: 2012Age: 59Chair of Nomination CommitteeExternal Appointments:Chairman (Non-Executive), Creston plc (2011 – 31 March 2016)Chairman (Non-Executive), Crown Place VCT plc (2012 – present)Non-Executive Director, JPMorgan Mid Cap Investment Trust plc (2013– present)Chairman, Prince’s Trust Trading Limited (2010 – present)Governor, Radley College (2010 – present)Previous Experience:Chairman, Boomerang Plus plc (2008 -2012)Executive Chairman, Virgin Radio (2007 – 2008)Chief Executive Officer, Chrysalis Group plc (1987 – 2007)Non-Executive Director, Virgin Mobile Holdings (UK) plc (2005-2006)Chairman, Channel 3 News Limited (2001)Non-Executive Director, Radio Advertising Bureau (1996-1999)Board level advisor, KPMG (1975 – 1987)Qualifications:Fellow of the Institute of Chartered Accountants England & Wales

Helen Kirkpatrick MBENon-Executive DirectorHelen has extensive leadership and financial expertiseacross a broad range of businesses at plc level.

Appointment to the board: 2007Age: 57Senior Independent Director and Chair of Remuneration CommitteeExternal Appointments:Non-Executive Director, Kingspan Group PLC (2007 – present)Director, United Dairy Farmers Limited (2014 – present)Non-Executive Director, Dale Farm Limited (2014 – present)Audit Committee Member, (Co-Opted) Queens University Belfast (2014– present)Previous Experience:Corporate Finance Executive, Invest Northern Ireland (2007 – 2014)Interim Chairman, UTV Media plc (2012)Director / Chairman, Crumlin Together Limited (2005 - 2012)Chairman, CAUSE (NI) Ltd (2007)Board Member, International Fund for Ireland (2000 - 2006)Director, Enterprise Equity Venture Capital Group (2000 - 2006)Director, NI-CO (Northern Ireland Public Sector Enterprises Ltd)(2000 - 2006)Qualifications:B.A. (Hons) Business Studies, University of UlsterFellow of Chartered Accountants IrelandMember of the Chartered Institute of Marketing

Stephen KirkpatrickNon-Executive Director Stephen is an experienced banking and corporatefinance professional with considerable experienceacross a broad range of commercial operations.

Appointment to the board: 2012Age: 52Chair of Audit CommitteeExternal Appointments:Executive Director, Corbo Limited (2015 - present)Chief Executive, Corbo Limited (2010 – 2015)Non-Executive Director, Mutual Energy Limited (2010 – present)Previous Experience:Member of the Governing Council of Chartered Accountants Ireland(2009 – 2012)Head of Retail Credit, Bank of Ireland Group (2009 – 2010)Chief Executive, Bank of Ireland Northern Ireland (2006 – 2009)Regional Director, North and Midlands, Bank of Ireland (2004 – 2006)Senior Business and Corporate Banking roles, Bank of Ireland (1995 – 2004)Senior Corporate Banking Manager, Ulster Bank (1993 – 1995)Corporate Finance Specialist, KPMG LLP (1985 – 1993)Qualifications:B.A. (Hons) Business Studies, University of UlsterFellow of Chartered Accountants Ireland

Andy AnsonNon-Executive DirectorAndy has significant commercial experience in themedia, entertainment and sports sectors.

Appointment to the board: 2012Age: 51External Appointments:Chief Executive Officer, Kitbag Limited (2011 - present)Non-Executive Director, British Olympic Association (2011 - present)Previous Experience:Chief Executive Officer, England 2018 (2009 - 2011)Chief Executive Officer, Association of Tennis Professionals (ATP)Europe (2007 - 2009)Commercial Director, Manchester United (2004 - 2007)Partner, OC&C (2002 - 2004)Director, Emuse Technologies Limited (2002 - 2012)Managing Director, Channel 4 Interactive (2000 - 2002)Head of Strategy, Channel 4 (1999 - 2002)Director of Finance & Planning, The Walt Disney Company, California(1996 - 1999)Consultant, The Kalchas Group (1994 - 1996)Consultant, Andersen Consulting (1988 - 1993)Qualifications:MBA, INSEAD (1993)B.A. Mathematics, Oxford University (1983 - 1986)


GROUP PLCWIRELESS

Board of Directors

NON-EXECUTIVE DIRECTORS


GROUP PLCWIRELESS

STATEMENT FROM THE CHAIRMAN

Dear Shareholder,

On behalf of the Board, I am pleased to present Wireless Group plc’s Corporate Governance Report for 2015. The Board is committed to highstandards of governance and behaviour through building a corporate culture that champions responsibility, integrity and accountability in all businessoperations.

The Board is responsible to its shareholders and other stakeholders for the leadership, direction and management of the Group within an effectivecontrolled framework, in order to deliver sustainable long term success for the Group. The Board has a formal schedule of matters specificallyreserved to it for decision. This schedule channels the Board’s focus to matters of strategy, accountability, competitive performance and valuecreation, balanced with determining the nature and extent of the risks that the Board considers appropriate in the implementation of its strategy.

This Corporate Governance report aims to express how our commitment to high standards of governance has been demonstrated throughout theyear by describing how the main principles of the UK Corporate Governance Code (the “Code”) have been applied. This is covered in the followingsections:• Board structure• Board responsibilities • Approach to risk management and internal control • Support for the Board • Communications with shareholders • Audit Committee Report• Nomination Committee Report

The Board confirms that the Annual Report and Accounts for 2015, taken as a whole, are fair, balanced and understandable and provide theinformation necessary for shareholders to assess the performance, strategy and business model of the company.

The Board considers that for the year ended 31 December 2015, it has complied with the provisions of the UK Corporate Governance Code 2014.

In conclusion, I hope that this Corporate Governance Report provides shareholders with a good insight into how the Group operates to maintain itshigh standards of governance, with responsibility, integrity and accountability at its core.

Richard Huntingford Chairman 31 March 2016

Corporate Governance

John McCannGroup Chief ExecutiveJohn took over leadership of UTV in 1999 and isresponsible for transforming the business into adynamic media group. He is a highly experiencedbusiness leader with significant managementexperience across media and financial sectors.

Appointment to the board: 1992Age: 62Previous Experience:Non-Executive Director, Danske Bank Ltd (2005 – 2014)Non-Executive Director, Business in the Community Northern Ireland(2010 – 2014)Council Member, Chartered Accountants Ireland (2010 – 2014)Director and General Manager, Ulster Television plc (1990 – 1999)Financial Controller/Company Secretary, Ulster Television plc (1983 – 1990)Rescue Executive, Industrial Development Board for Northern Ireland(1981-1983)Financial Appraisal Executive, Department of Commerce (1980-1981)Audit Function, Ernst & Young (1974 -1980)Qualifications:B.Sc. (Econ) Queen’s University, BelfastFellow of Chartered Accountants Ireland

Scott TauntonChief Operating OfficerScott is a highly experienced commercial professionalwith responsibility for generating revenue across Radio GB.

Appointment to the board: 2005Age: 45External Appointments:Director, The Digital Radio Group (London) LimitedDirector, First Radio Sales LimitedPrevious Experience:Managing Director, UTV Radio (GB) (2005 – 2014)Group Business Development Director, UTV Media plc (2002 - 2005)Managing Director, UTV Internet Ltd (2000 - 2002)General Manager, DNA Limited, (1995 - 2000)

Norman McKeownGroup Finance DirectorNorman is a highly experienced finance professionalwith extensive expertise across a broad range ofbusinesses at plc level.

Appointment to the board: 2009Age: 58Previous Experience:Managing Director, Sepha Ltd (2005-2008)Finance Director, Sepha Ltd (2000-2005)Group Finance Director, Lamont Holdings plc (1997-2000)Divisional Finance Director, Scottish & Newcastle plc and Bass PLC(1984-1997)Qualifications:B.Sc. (Econ) Queen’s University, BelfastFellow of Chartered Accountants Ireland

MEMBERSHIP OF BOARD COMMITTEES Audit CommitteeStephen Kirkpatrick (in the Chair)Helen KirkpatrickAndy AnsonRóisín Brennan

Remuneration CommitteeHelen Kirkpatrick (in the Chair)Richard HuntingfordStephen Kirkpatrick Coline McConville

Nomination CommitteeRichard Huntingford (in the Chair)Helen KirkpatrickStephen Kirkpatrick Coline McConvilleAndy AnsonRóisín Brennan


GROUP PLCWIRELESS

Board of DirectorsEXECUTIVE DIRECTORS


GROUP PLCWIRELESS

Board responsibilities The Board has a formal schedule of matters specifically reserved to it for decision and this is available on the corporate website:www.wirelessgroupplc.com. The Board meetings are structured around these matters with an agenda that covers:• Strategy development and associated risks• Updates on operational performance and financial impacts• Functional updates for each of the businesses • Update on the significant risks on the Board-Corporate Risk Register• Updates on the risk management system activities • Updates from the Audit, Remuneration and Nomination Committees

Whilst strategy is a regular topic at all Board meetings, in October 2015, the members of the Board attended a strategy day concentrating on theGroup’s strategic objectives into the medium-term. The heads of each business were asked to provide a detailed analysis of their business modeland operational activities, expected future trends and to identify where opportunities and growth potential may lie in their business and in the widermarketplace. This approach built upon a similar process undertaken in the previous year to inform the Board of the proposed strategic directionat Divisional level, and to critically but constructively challenge the business model, in order to identify and continue to refine the strategic prioritiesand objectives, as detailed in the Strategic Report.

Board effectiveness evaluationThe Chairman ensures that there is a formal and rigorous annual evaluation of the Board’s own performance, its Committees and of individualDirectors. An internal evaluation was carried out in January 2016 to assess the performance of the Board during 2015 and this confirmed that theBoard and its Committees continued to have the correct balance of skills, experience and knowledge of the company, independence and diversityto operate effectively, as well as the assessment confirming that each Director continued to contribute effectively, demonstrating commitment totheir role. It confirmed that the Board works well as a team whilst maintaining a strong level of independent judgement, that Board members trustand respect each other and that both Board and Committee business gets carried out efficiently and effectively.

Led by the Senior Independent Director, the Non-Executive Directors, evaluated the performance of the Chairman, and they confirmed that theChairman had led the Board in a committed, focused and highly effective manner throughout the year.

The last externally-facilitated evaluation review of the Board was undertaken for 2013 and the next external review is planned for 2016.

Approach to risk management and internal controls The Board has overall responsibility for the risk management and internal controls systems operating across the Group, and the Board is assistedin their responsibilities by the work of the Audit Committee, and reliance on the Senior Management Team’s activities.

Based upon the work undertaken during the year, the Board is satisfied that the Group complies with the Code provisions relating to riskmanagement and internal controls systems.

The Board has reached this conclusion based upon the ongoing activities sponsored by the Audit Committee, which have enabled the Board tosuccessfully deliver the following: 1. Identifying and robustly assessing the most significant risks that could adversely impact the successful achievement of the Group’s objectives

and its continuing operations. 2. Monitoring the quality of the risk control responses and mitigation actions that have been established by the Senior Management Team to

address these risks.3. Assessing the potential impacts that the realisation of any of the principal risks could have on the viability of the Group over a three-year time

frame.4. Evaluating the effectiveness of the risk management framework and the processes for monitoring, updating and reporting on risks at the

Business Divisions and those risks identified at the Board-Corporate level, by the Senior Management Team.

Board-Corporate levelThe Board is responsible for identifying the major risks faced by the Group. It monitors these using a structured approach in the format of a Board-Corporate risk register which is colour-coded to prioritise the most significant risks for ongoing Board attention throughout the year.

The risk management approach has been designed to identify the risks using both a bottom-up and top-down approach, ensuring that the majorrisks identified at the Business Divisions are considered for inclusion on the risk register, in addition to Group-wide risks and those risks of acorporate nature covering strategy, markets and financial performance.

Towards the end of the financial year, the Board, assisted by the Audit Committee, has carried out a full review and robust assessment of thesignificant risks and mitigating actions. It has determined which of the risks are considered as being the principal risks to the Group, and hencehave been subject to the viability testing exercise. Both the principal risks and the viability assessment are described in detail in the Strategic Reviewsection of the Annual Report.

Corporate GovernanceBoard structureThe Board is made up of three Executive Directors, including the Chief Executive, and six Non-Executive Directors, including the Chairman. TheNon-Executive Directors are considered independent in both judgement and character by the terms of the Code. The Non-Executive Directorshave a particular responsibility for bringing objective challenge, judgement and scrutiny to all matters of the Board. They critically challengeproposed strategies and current operational performance, and ask searching questions to satisfy their information requirements before Boarddecisions are made. All Board members are subject to annual election at the Annual General Meeting in May 2016.

Biographies of the Directors are contained within the section on the “Board of Directors” and these details demonstrate the range of different skillsand fields of experience that each Director brings to the Board. In combination, this gives an appropriate balance, challenge and judgement on thekey issues of strategy, performance and standards of conduct, which are vital to the success of the Group. The biographies also list directorshipsheld in other companies.

During 2015 the roles of the Chairman and the Group Chief Executive were separately held and defined in writing, with a division of responsibilitiesbetween them. The Chairman is responsible for the leadership of the Board ensuring its effectiveness in setting strategy, giving clear direction andleading on the Board agenda. The management of the Group is the responsibility of the Group Chief Executive who is in charge of running thebusinesses and achieving targeted performance through the delivery of the overall Board strategy.

At Board level, the Group Chief Executive is supported by two Executive Board Directors, being the Chief Operating Officer and the Group FinanceDirector. The Group Chief Executive has established a Senior Management Team which is termed the Policy Group Team, which is made up of fivesenior management executives (six throughout 2015). This Team has particular responsibility for the operational delivery of the Group’s strategicpriorities and objectives, for the systems of internal control, and for risk management.

Following the announcement of the disposal of the Television business and of John McCann’s proposed retirement in May 2016, the Board havingconsidered the appropriate board structure and composition, requested that the Chairman assume the role of Executive Chairman of the WirelessGroup. In that regard, the Board (excluding the Chairman and led by the Senior Independent Director, Helen Kirkpatrick) considered that the roleof Executive Chairman was appropriate given the size of the resulting Group, the existing management expertise and the Chairman’s experiencein the radio business.

The full Board met 11 times during 2015 at various Business Division locations across UK and Ireland, with attendance as follows:


GROUP PLCWIRELESS


Board Members Attendance

Richard Huntingford

Helen Kirkpatrick

Stephen Kirkpatrick

Andy Anson

Coline McConville

Róisín Brennan

John McCann

Scott Taunton

Norman McKeown

11/11

11/11

11/11

10/11

11/11

11/11

11/11

11/11

11/11

Audit Committee Nomination Committee Remuneration Committee

See the Audit Committee Report See the Nomination Committee Report See the Remuneration Committee Report

• Reviewing financial judgements and reporting

• Monitoring the effectiveness of internal control

• Monitoring the effectiveness of the risk management framework

• Reviewing the relationship and performance of the Auditors

• Composition of the Board and Committees

• Diversity on the Board • Succession planning• Induction process for new Directors• Continuing professional development of

the Directors

• Framework for the Remuneration Policy

• Remuneration package for Executive Directors and the Senior Management Team

• Target setting for performance related remuneration schemes

• Design of share incentive plans

The work of the Board is supported by three Committees who provide specialist assistance and have particular defined responsibilities.


GROUP PLCWIRELESS

Communications with ShareholdersCommunications with shareholders are given high priority and major shareholders have the opportunity to consult with the Chairman and theChair of the Remuneration Committee, who is also the Senior Independent Director. The Chairman ensures that the views of shareholders arefully communicated to the Board as a whole to promote a shared understanding of shareholder expectations.

The Executive Directors provide regular presentations to shareholders, fund managers and analysts for the interim and final results. They alsoprovide strategy update briefings to promote open dialogue with investors and attend investor conferences. Further details of the presentationsand briefings to shareholders are contained on the corporate website: www.wirelessgroupplc.com.

The Board uses the Annual General Meeting, which is attended by all Directors, to communicate with private shareholders and institutional investorsalike and welcomes their participation in a question and answer session. In line with the Code, the publication of the Annual Report and financialstatements will be notified to shareholders at least 20 working days before the Annual General Meeting. Details of the resolutions to be proposedat the Annual General Meeting can be found in the AGM Notice of the meeting. Each of the resolutions will be formally proposed to the Meetingand will be decided on a show of hands. A poll will be undertaken upon receipt of a valid request from a shareholder. Shareholders who are unableto attend the meeting can vote online, by post or by returning a form of proxy. For proxy votes on each resolution, these are declared at the AnnualGeneral Meeting after the vote from the shareholders present. All resolutions at the Annual General Meeting held in May 2015 had a significantpercentage “for” vote.

The Senior Independent Director, Helen Kirkpatrick, acts as a sounding board for the Chairman and serves as an intermediary for the otherDirectors. She is also available to shareholders for concerns which cannot be resolved by contact with the Chairman, the Group Chief Executive orother Directors, or for which such contact may not be appropriate.

Corporate GovernanceThrough the course of the year, the Board will use the Board-Corporate risk register as the platform to actively monitor the significant risks to theGroup. Such monitoring will include the provision of information and reports on specific risks areas as requested by the Board, which will beprepared by the Senior Management Team. Additionally, much reliance will be placed on the ongoing dialogue, both formal and informal, betweenthe Chief Executive, the Chairman and the Chair of the Audit Committee, on the status and potential impact of the most significant risks on theGroup’s performance in the current environment.

Business Division level Whilst the Board is responsible for identifying the major risks faced by the Group at the Corporate-level, the Divisional Teams are responsible foridentifying the risks in each Business Division and determining the appropriate risk control responses required to manage, monitor and mitigatethe identified risks, on a continuous basis throughout the year. The work of the Divisional Teams is both directed and overseen by the SeniorManagement Team.

Towards the end of the year, each Business Division has undertaken a comprehensive risk assessment exercise to verify the most significant risksprevalent in their business model and to identify any new risks that may have arisen. As this exercise is aligned with their business model it considersstrategic, operational, technical, infrastructure, financial and project risks. The impact and probability for the risks have been determined throughscoring the risk both before and after controls have been applied. The outcome of the exercise is an updated risk register listing which uses acolour-coded system to prioritise the focus of attention for the Divisions to their most significant risks. The Business Divisions are expected to usetheir risk register listings as the platform for ongoing monitoring of their risk management activities throughout 2016.

Effectiveness of the risk management system The Senior Management Team carry out a quarterly oversight review of the risk processes operated at the Business Divisions which involvesmonitoring the current status of their highest priority risks. Subsequent to each quarterly review, a report is prepared for the Board that is includedas an agenda item at the next Board meeting. The information in this report enables the Board to evaluate the effectiveness of the risk managementsystems, processes and monitoring requirements, operating across all the Group’s businesses on an ongoing basis.

Principal risks and the viability assessment On behalf of the Board, the Audit Committee has reviewed the results of the detailed assessment exercise completed by the Finance Team relatingto the prospects of the Group over a three-year forward period, taking account of the Group’s current position and principal risks.

The results of the assessment exercise have been subject to detailed scrutiny and challenge by the Audit Committee which considered the relevanceof the assumptions that had been made, the quantification of the impacts on financial performance based upon alternative scenarios of the principalrisks occurring and various stress-testing applications, all of which have been modelled over the three-year timeframe.

Based upon the review and evaluation work undertaken by the Audit Committee, the Chair of the Committee has been able to advise the Board oftheir assessment, and this supports the Board’s position with regards to the viability assessment of the Group over the three-year period. A detaileddescription of the work undertaken to support the viability statement is included in the Strategic Review section of the Annual Report.

Support for the Board All new Directors have a full induction programme and there is an ongoing performance development programme. All Directors have access tothe advice and services of the Company Secretary who is responsible for advising the Board on governance matters and for ensuring that Boardprocedures are followed. The Company Secretary also manages the process for the Directors to obtain independent legal or financial advice at theGroup’s expense, if required. The Company Secretary role is undertaken by Norman McKeown, the Group Finance Director, and the two roles areclearly distinguishable and have separate functions. Given the size of the Group, there are no plans to change the secretarial arrangements butthis will be kept under review.

To enable the Board to discharge its duties, all Directors receive appropriate and timely information including the Group Chief Executive’s report,monthly management accounts, budget reports and regular operational reports for each Business Division containing key metrics. This informationenables them to review and assess the Group and the Senior Management Team’s performance against agreed objectives. Briefing papers aredistributed by the Company Secretary to all Directors in advance of Board meetings.

The Articles of Association allow the Board to authorise any actual and potential conflict of interest that may arise and to impose such limits andconditions as it thinks fit. Conflicts of interest can only be authorised by those Directors who do not have an interest in the matter being consideredand, in making such a decision, the Directors must act in a way they consider, in good faith, will most likely promote the success of the Group. TheGroup has established a procedure whereby any actual and potential conflict of interest is advised to the Company Secretary and then consideredby the Board. Actions arising from this consideration may include the exclusion of potentially conflicted Directors from specific Board discussionsand associated decision-making. The Company Secretary has advised that there have been no actual or potential conflicts of interest noted in theyear.

The Directors and officers of the Group have the benefit of a Directors’ and Officers’ liability insurance. The Group has also entered into deeds ofindemnity with its Directors. Such insurance and indemnities do not apply to any proven fraudulent or dishonest actions of a Director.


GROUP PLCWIRELESS



GROUP PLCWIRELESS

The Audit Committee in actionThe members of the Audit Committee are all independent Non-Executive Directors. Stephen Kirkpatrick, Helen Kirkpatrick and Róisín Brennanare qualified accountants and have recent and relevant financial experience and Andy Anson has broad commercial experience. The members ofthe Committee and their attendance at the meetings are as follows:

The Chair of the Committee invites the Board members, the Internal Auditor and the External Auditor to attend the meetings. The Chair also meetswith the Group Finance team, the Group Chief Executive, the Internal Auditor and the External Auditor, throughout the year in order to keep updatedon all issues pertinent to the Audit Committee activities that are covered over the annual cycle.

The Audit Committee is responsible for reviewing a wide range of matters including:• Monitoring the integrity of the Group’s financial statements, disclosure and announcements relating to financial performance• Determining the acceptability of accounting policies and practices• Reviewing and reporting to the Board on significant financial reporting judgements relating to the financial statements • Providing advice on whether the Annual Report and Accounts is fair, balanced and understandable • Keeping under review the effectiveness of the internal control and risk management systems operated by Management• Approving the Internal Audit Plan and reviewing the effectiveness of the Internal Audit function• Reviewing the quality, performance and effectiveness of the External Auditor, assessing their continuing independence and considering the

appointment and remuneration of the External Auditor• Reviewing the whistleblowing arrangements by which employees may confidentially raise concerns about possible improprieties

The Chair of the Audit Committee provides the Board with a briefing and minutes on the activities of the Committee and its meetings.

For more information on the Audit Committee activities, its full terms of reference can be accessed on the corporate website:www.wirelessgroupplc.com.

Matters related to financial judgements and reporting The significant areas of judgement considered by the Committee relating to the accounts for the year ended 31 December 2015 and how thesewere addressed, are outlined below. Each of these areas received due focus from the External Auditor who provided detailed analysis and assessmentof the matters in their report to the Committee.

• Intangible asset impairment reviewThe Committee considered the carrying value of the intangible assets in the 2015 financial statements through reviewing the methodology applied in the impairment review and considering the reports provided by management. They constructively challenged underlying assumptions used within the cash flow forecasts, ensured the reasonableness of the discount rates used, recognising the impact of the different discount rates used for UK and ROI business, and reviewed the robustness of sensitivity calculations. The Committee concluded the intangible assets were not impaired.

• Revenue recognition The Committee reviewed its policies for revenue recognition, especially how major sales-based contracts for advertising, which run over a number of consecutive years, were structured and how revenue over the contract period would be recognised. Assurance was sought from management that the structure and terms were robustly supported by third-party agreements.

• Disposal of the Television businessThe presentation and disclosure of the activities, assets and liabilities of this discontinued business was considered by the Committee. This included reviewing the appropriateness of the carrying value of the disposal group, assessing the impact of the disposal on the primary statements and supporting notes as well reviewing the discussion of the disposal in the Chairman’s Statement and Strategic Report. The Committee concluded that sufficient appropriate disclosure relating to the disposal of this business has been made throughout the financial statements.

Corporate GovernanceAUDIT COMMITTEE REPORT

Dear Shareholder,

On behalf of the members of the Audit Committee, I present the Audit Committee Report for 2015 detailing how the Committee has complied withthe various provisions of the UK Corporate Governance Code 2014 (the “Code”). The report comprises sections covering:• The Audit Committee in action• The focus of our attention in 2015

- Matters related to financial judgements and reporting- Matters related to internal controls, risks and risk management systems- Matters related to the review of the Annual Report

• Our relationship with the Auditors

The Audit Committee, in serving the Board, has four core aims which guide its activities:1. To monitor the integrity of financial information, financial reporting and disclosure2. To determine the effectiveness of the internal controls systems established by Management, and compliance therewith 3. To review the quality and effectiveness of the risk management systems established and operated by Management 4. To review the relationship and performance of the Auditors

Through these activities, the Audit Committee assists the Board in implementing its strategic objectives in an effective risk-managed environment,and ensuring that there is appropriate reporting and disclosures relating to the financial performance of the Group.

For assessing financial reporting, the Audit Committee members are significantly engaged with the Group Finance team and the External Auditorsin reviewing significant financial reporting judgements that have been made, determining the acceptability of accounting policies and practices,and hence challenging the robustness of key assumptions in order to assess the integrity of the Group’s financial statements.

For assessing the effectiveness of controls and the risk-managed environment, the Audit Committee seeks assurance from the Senior ManagementTeam that there is a sufficiently robust internal controls and risk management system in place to support the delivery of the Board’s strategy in linewith the expectations of shareholders. Additionally, it relies upon the independent work of Internal Audit to review the effectiveness of Management’sarrangements and approach.

Demonstrating the work we have undertaken during the year, we have included detail about the key issues and challenges that the Audit Committeefaced throughout an eventful year. We have provided an outline of how these issues were approached, the particular work needed to address suchissues and the conclusions drawn.

Finally, I am pleased to note that the developments made in the Group’s risk management framework have established a strong platform todemonstrate our compliance with the requirements of the UK Corporate Governance Code 2014 and the guidance issued by the FRC “Guidanceon Risk Management, Internal Control and Related Financial and Business Reporting.” There is a detailed description of the risk managementactivities in the year and the processes that have been followed in the Corporate Governance section.

I believe that this Audit Committee report ably demonstrates the work of the Audit Committee in 2015 and hope that this report will be viewed asinformative and useful for shareholders.

Stephen KirkpatrickChairman of the Audit Committee31 March 2016


GROUP PLCWIRELESS


Audit Committee Attendance

Stephen Kirkpatrick (Chair)

Andy Anson

Róisín Brennan

Helen Kirkpatrick

4/4

3/4

4/4

4/4


GROUP PLCWIRELESS

Matters related to the review of the Annual Report

Recognising the role and position of the Audit Committee in the governance structure, the Board asked the Committee to assist with the Codeprovision relating to the Annual Report and Accounts for 2015, taken as a whole, being fair, balanced and understandable.

The co-ordination of input into the Annual Report is a Group-wide project, with guidance provided to the Business Divisions and support functionsrelating to their required contributions to the report. The Executive Team ensures that there is a robust verification process in respect of the factualcontext of the submissions made and provide for reviews to be undertaken on an ongoing basis that are managed within time frames that coincidewith the year-end audit processes undertaken by the External Auditor.

All key sections of the Annual Report, including all the statements made, are subject to a formal sign-off process by owners of each section. TheAudit Committee works closely with the Executive Team, and with other key staff in the Group, with the aim of ensuring consistency, clarity andoverall balance of the Annual Report.

The Audit Committee can confirm to the Board that based on their review, that the Annual Report 2015 is fair, balanced and understandable.

Our relationship with the Auditors

The Audit Committee invests significant time and attention throughout the year in evaluating the work of both the External and Internal Auditors,as these Auditors provide a valued and independent source of assistance to the Committee. The Audit Committee meets with both the Externaland Internal Auditors without Management being present at various times during the year.

Internal Audit servicesThe Group’s Internal Audit function assists in the review of the effectiveness of the internal control and risk management systems operated byManagement. The function is independent of Management and reports directly to the Audit Committee. During the year the Committee approvedthe Internal Audit plan and considered the findings and recommendations of the Internal Audit reports and the proposed actions to be taken byManagement to implement recommendations. The Committee actively monitored the progress made by Management in this respect by requiringformal updates on progress on a quarterly basis. The Committee reviewed the effectiveness and performance of the Internal Audit function andare satisfied with the performance, their independence and objectivity.

Audit firm tenure and appointment The Group’s External Auditors are EY and they provide a professional opinion on the integrity of the Group’s financial statements, the accountingjudgements made and contents of disclosure in the Annual Report. EY has been involved with auditing the Group’s affairs for over 50 years andthere are no contractual restrictions on the Group with regards to their appointment.

On an annual basis, the External Auditors are required to confirm in writing that they have complied with UK professional and regulatory standards,including Ethical Standards for Auditors issued by the Auditing Practices Board. The Committee has considered this report from EY as part ofconducting its review of the performance and effectiveness of the External Auditor. The review included assessing the scope, extent and effectivenessof direction of the Auditor’s work, discussion of the Auditor’s judgements and quality of challenge in their audit process, reporting and disclosure.The Committee agreed the remuneration for audit services, the nature of any non-audit work undertaken and fee level, the independence of thecurrent engagement team and the independence of their firm as a whole. Based on the Committee’s assessment, the members of the AuditCommittee are satisfied with the performance of EY, their independence and objectivity.

As has been Committee practice each year, the Audit Committee will continue to formally consider if there is a need to tender for its audit servicesdue to audit quality or independence reasons, and will make recommendations as appropriate. As there have been no such reasons raised, aresolution will therefore be put to shareholders at the AGM in May 2016 to reappoint EY as Auditors for a further year.

The tenure of our current audit firm is over 20 years and the Audit Committee recognises that a full tender exercise will need to be undertaken forthe appointment of the auditors for its financial statements 2020, at the latest.

Audit and non-audit servicesTo ensure that the Auditor’s independence and objectivity is preserved in relation to its statutory auditing requirements, the Audit Committee hasdeveloped a policy to monitor all non-audit services that may be provided by its External Auditors. This policy means that all non-audit engagementsare notified and reviewed by the Audit Committee on a quarterly basis. There are certain types of engagement, as detailed in the policy, which willalways require prior approval by the Committee. The policy sets out the strict conditions that must be met for the provision of the services by theExternal Auditors and lists the types of work that are allowable and those which are prohibited. The policy covers factors such as tiered approvallevels dependent on the type of work to be undertaken and the fee level. Details of the work carried out by the External Auditor and fees are set outin note 6 of the Notes to the Group Financial Statements and the policy is available on the corporate website: www.wirelessgroupplc.com.


Matters related to internal control, risks and risk management systems

Design of the control environment and control systems The Board has overall responsibility for the Group’s systems of internal control and it delegates the design of the systems to ensure the ongoingeffectiveness of their operation to the Senior Management Team. The control systems are designed to manage rather than eliminate risk and thussuch systems can only provide reasonable and not absolute assurance against material misstatement and loss.

The Board considers that the control framework established by the Senior Management Team is effective to manage and deliver the Group’sobjectives. The key elements of the control framework that operated over the period covered by the financial statements, and up to the date ofsigning the accounts, included: • Business planning and budget process - There is a comprehensive business planning and budget process, supported by regular financial and

operational reviews of the Business Divisions which monitor the key performance metrics enabling responsive action to be taken to address variances that may arise.

• Devolved management structure - The design of a devolved management structure with the delegation of authority and responsibility for controls being allocated to each Business Division, optimises effective decision-making and accountability in appropriately tailored and controlled operating environments. This in turn promotes the effective use of assets.

• Financial reporting controls - The Group finance team is responsible for preparing the Group financial statements. There are detailed controls applied to the financial reporting process to ensure the integrity of content and disclosure, ensuring that there is full compliance with legislation and accounting standards, and thus satisfying shareholder and financial market expectations.

• Control environment reviews - The network of control systems overseen by the Senior Management Team and operated in each Business Division makes up the control environment for the Group, and each Divisional Team is expected to monitor its control systems carefully. Internal Audit review aspects of the control environment in the Business Divisions to provide an independent assessment of the strength of the reviewed systems and indicate where enhancements and changes are required. All significant control weaknesses are reported to the Audit Committee.

Internal controls In addition to the review of internal financial controls, a key duty for the Audit Committee is to review the Group’s wider operational processes andactivities, and the embedded internal operational controls in terms of managing the risks identified in these processes and activities. The AuditCommittee utilises the Internal Audit resource to assist them in their review responsibilities. Accordingly, the Audit Committee guides the remit ofthe activities to be undertaken by Internal Audit during the year, with regards to the specific reviews of the internal controls systems to be undertaken.Areas for review are identified on the basis that they are significant for both risk mitigation purposes and for operational performance assurance,and thus the type of reviews undertaken continue to be reflective of the risk profile of the Group.

Additionally, the Audit Committee may request Management to provide them with specific commissioned reports relating to their internal controlssystems operating in their Business Divisions, outlining their view of the current effectiveness in managing the risks associated with such businessactivities and processes.

Based upon the various reports received during the year and in-depth discussions and analysis, the Audit Committee do not consider that thereare any fundamental control issues

Risk management systemsThe Board is responsible for complying with the Code requirements, relating to the following:• The robust assessment of significant risks• The assessment of the mitigation and control responses established• The assessment of the Group’s viability position in relation to the principal risks• The review and assessment of the effectiveness of the risk management systems in operation

The Audit Committee have significant involvement in all of these aspects and activities and accordingly provide valuable assistance and guidanceto the Board to fulfil their assessment duties.

There is a detailed description of the risk management activities in the year, the processes followed and the outcomes delivered including theviability assessment, in the Corporate Governance section. This section also outlines the respective involvements of the Senior Management Team,the Audit Committee and the Board members in operating an effective risk management system.

Whistleblowing processes The Audit Committee has reviewed the whistleblowing arrangements by which employees may confidentially raise concerns about possibleimproprieties and considers them appropriate. The Chair of the Audit Committee can confirm that there have been no whistleblowing instances in2015.


GROUP PLCWIRELESS



GROUP PLCWIRELESS

NOMINATION COMMITTEE REPORT

Dear Shareholder,

On behalf of the Nomination Committee members, I present the Nomination Committee Report for 2015. The report comprises two sections:• The role of the Nomination Committee• The focus of our attention in 2015

The members of the Committee and their attendance at the meetings are as follows:

Richard Huntingford Chairman of the Nomination Committee31 March 2016


In 2015, EY were engaged to provide transactional services and advice for the sale of one of the ILR stations in the GB Radio Division and the saleof the Television business. The engagement of EY for these services was made only after considerable deliberation by the Audit Committee memberswhich concluded that EY were best placed to advise on the transactional arrangements due to their breadth of understanding of the Group’sbusinesses over many years, and accordingly the engagement would be in the best interests of the shareholders.

Acknowledging that the engagement would result in substantial non-audit service fees being incurred with EY, the Committee required a robustframework to be established that ensured that the independence and objectivity of the audit services would not be compromised by such a non-audit services engagement. This framework delivered a comprehensive separation between the EY partners and team advising on transactionalissues and the partners and team who undertake the audit services. Additionally, the Audit Committee pre-approved all advisory services andassociated fees prior to commencement. This framework has assured and satisfied the Audit Committee that the transactional services providedby EY have not conflicted with the External Auditor role or impaired their independence and objectivity.


GROUP PLCWIRELESS


Nomination Committee Attendance

Richard Huntingford (Chair)

Andy Anson

Róisín Brennan

Helen Kirkpatrick

Stephen Kirkpatrick

Coline McConville

3/3

3/3

3/3

3/3

3/3

3/3


GROUP PLCWIRELESS

The Group’s Corporate Social Responsibility activities demonstrate the ethical values the company upholds, fundamentally underpinning all Groupoperations and reinforcing stakeholder pride and loyalty in what the business does. As a Board level responsibility, Corporate Social Responsibilityis actively discussed as part of the Board’s assessment of the moral integrity of the Group.

The Group’s Corporate Social Responsibility focus is in the following areas:• Ethical considerations and behaviour • Our people • Community• Society • Suppliers• Environment

Ethical Considerations and Behaviour

Ethical corporate behaviour continues to be a Board priority and the risk of inappropriate actions is regularly assessed by the Board as part of itswork on risk management and specifically in relation to negotiations with suppliers, partners, agents and customers relating to material tradingagreements and arrangements.

Accordingly, as appropriate ethical behaviour is a Board priority, ethics are awarded high prominence across all business operations and staff areexpected to act responsibly, meeting legal and regulatory requirements in their dealings with fellow colleagues, suppliers, agents, partners andcustomers.

To ensure staff understand their ethical responsibilities, the Board has established a Code of Conduct which is issued to all staff on their initialengagement with the Group’s businesses clearly stating the principles of behaviour and conduct expected and what would be consideredunacceptable.

This Code of Conduct is supported by formal policies emphasising legal responsibilities relating to conduct and relationships with third-parties inorder that staff fully understand their responsibilities. There are separate policies relating to (i) Anti-Bribery and Corruption, (ii) Anti-Fraud, (iii) Giftsand Hospitality, and (iv) Labour Standards.

To further enforce the zero-tolerance to any unethical behaviour, there is a robust whistleblowing procedure in place to allow staff to report potentialconcerns in confidence.

The following documents relating to conduct, policy and procedures can be accessed on the corporate responsibility section of the corporatewebsite, www.wirelessgroupplc.com1. Business Code of Conduct2. Anti-bribery and corruption policy3. Anti-fraud policy4. Hospitality and gifts policy5. Whistleblowing procedures6. Labour standards policy

Corporate Social Responsibility

The role of the Nomination Committee

The Nomination Committee is responsible for the following:• Reviewing the size, composition and diversity of the Board in terms of satisfying the principles of the UK Corporate Governance Code (the

“Code”)• Reviewing the specialist skills of the current Board members and allocating Committee responsibilities to the most suitable Board members • Identifying the key skills required of individual Directors and for future appointments to the Board when vacancies arise• Considering tenure issues and succession planning• Conducting search procedures for proposed candidates for the Board• Overseeing the induction process for new Directors• Overseeing the continuing professional development and training of the Directors

The Chair of the Nomination Committee provides the Board with a briefing and minutes on the activities of the Committee and its meetings. For more information on the Nomination Committee activities, its full terms of reference can be accessed on the corporate website:www.wirelessgroupplc.com.

The focus of our attention in 2015

Board compositionThe Nomination Committee continued to review the composition of the Board to ensure that it contains the appropriate mix of specialist skills andexperience to allow it to discharge its responsibilities.

The Board comprises three Executive Directors and six Non-Executive Directors, all of whom are deemed as being independent per the Codeprovisions. In terms of diversity of the Board with respect to gender, three of the six Non-Executive Directors are women and this represents 33%of the total number of Board members.

The Board acknowledges that diversity relates to the entire Group and not just the Boardroom, hence the Board is strongly supportive of theManagement Team’s objective of attracting a highly skilled, diverse workforce reflective of society, and that attraction and recruitment is in a mannerthat is fair and non-discriminatory.

The Nomination Committee also considered the composition of the three Committees and concluded that the mix and skills of the members ofeach Committee were appropriately matched.

Succession planningThe principal focus for the Nomination Committee throughout 2015 continued to be succession planning arrangements for members of the seniorExecutive Team and the Board.

Particular attention was given to the impact of the proposed sale of the Group’s Television business on the future composition of the Board and thesenior Executive team. Accordingly, the Committee was focused on ensuring that the Group would have the appropriate level and blend of executivemanagement and Board resource for the reduced scale and scope of the Group’s operations once the sale of the Television business had beencompleted.

Performance evaluationThe Chairman ensures that there is a formal and rigorous annual evaluation of the Board’s own performance, its Committees and of individualDirectors. An internal evaluation was carried out in January 2016 to assess the performance of the Board during 2015. Details of the evaluation areincluded in the Corporate Governance section.

To further support the Director’s performance and development, the Chairman ensures that each Director receives training that is tailored to theindividual. Directors have continued to attend briefing sessions provided by various professional and industry bodies and there have been continuedvisits to the various Business Division locations across UK and Ireland.

The last externally-facilitated evaluation review of the Board was undertaken for 2013 and the next external review is planned for 2016.


GROUP PLCWIRELESS


John McCann, Group Chief Executive, Wireless Group plc:

“The Group’s Corporate Social Responsibility mandate is an integral piece of our businessstrategy, interlinking all that we do to engage, support and respect not only the society andenvironment within which the Group operates, but with those we come in contact with asemployees and within the wider community.”


GROUP PLCWIRELESS

The Group has provided 294 work placements in 2015. Such an initiative provides individuals with an insight into the industry and helps them gainan understanding and an appreciation of the world of work.

The Group believes that the performance of its people is a key driver of its growth and success. The Group believes that everyone learns throughouttheir career and it provides development opportunities at every level of the business. Not only does the Group want to attract the most talentedpeople but it wants to enable people to achieve their best and want to develop their career within the business. Therefore ensuring our culture,working environment and processes are inclusive is also a priority. This is supported through the Group’s Training and Development Policy.

Performance, Reward and RecognitionThe Group’s culture is founded on the principle that everyone can make a difference and should strive to achieve continuous improvement. TheGroup seeks to ensure that staff are provided with regular feedback on their performance in their respective roles in probationary and otherperformance review meetings.

The Group values its employees and by recognising their commitment it also builds engagement. It is critical that the Group’s reward strategysupports its ability to attract and retain staff with the right skills, experience and knowledge to meet the needs of the business and to ensure thatstaff feel appropriately recognised and rewarded for their performance. Benchmarking activities are carried out, as appropriate, to ensure that thebusiness offers appropriate reward, recognising the commitment and contribution of staff. Ensuring employee rewards and benefits remain marketcompetitive is paramount.

Attractive remuneration packages are offered, including both financial and non-financial benefits. Flexible working arrangements are supportedwhere appropriate, subject to business needs and operational requirements. The Group is a member of Employers for Childcare and offers a salarysacrifice childcare voucher scheme. Staff also have the opportunity to join a Share Incentive Plan. The Group is committed to the Living Wage forall staff, other than those on formalised training programmes.

Communication, Consultation and Participation with StaffThe Group is committed to an open culture and collaborative working with staff. The Group seeks both formal and informal feedback and maintainsan open and participative approach to ensure a shared understanding of the company’s objectives and how staff can support these objectives. Astaff representative committee involving senior management, staff and union representatives meets to consult and discuss key strategic andoperational issues.

Regular management meetings take place with briefings to staff on Company performance, key developments and challenges for the business.The Group engages and consults with staff through joint working groups involving staff and senior management in areas such as health and safety,environment, information technology, operations and sports/social activities. This communication flow is also supported via internal communicationsand face to face briefings.

Health and Safety The Group recognises the importance of providing a healthy and safe environment for all staff, visitors and any persons who may be affected by itsundertakings ensuring that it meets all statutory requirements and, where appropriate, strives to establish health and safety practices that exceedthese requirements across all of its operations.

The Group is committed to compliance with all workplace Health and Safety laws and regulations, to provide a safe and healthy working environment.The Group has policies, guidance and working practices in place for effectively controlling hazards. Staff complete bespoke training and monitoringsystems enable the Group to learn and continuously improve.

The Group retains the services of an external health and safety consultancy to ensure that it remains compliant with legislation and to provideregular and relevant training to management and staff in each operational location. The engaged consultant carries out annual health and safetyaudits, fire risk assessments and local ad hoc inspections in all of its premises providing a detailed report which enables corrective and preventativemeasures to be put in place as necessary.

All employees receive general health and safety awareness training, digital screen equipment assessments as required and where applicable, jobspecific training. Each location has trained fire-wardens, first-aiders and health and safety coordinators who liaise locally with management andstaff. All work for the statutory maintenance and inspection of mechanical, electrical and safety equipment is carried out by fully accredited specialistcontractors or staff members who have been specifically trained for the job.

The Group has a well-established health and safety committee which meets on a monthly basis and has Group-wide representation. All accidents,incidents, near misses and other related topics are reported enabling performance to be monitored and responsive action taken if needed.

The Group continues to strengthen and formalise the governance structure for the coordinated management of health and safety with standardiseddocumentation and reporting procedures in place, providing documentary evidence to support an annual assurance assessment report for theBoard.


Our People

The Group recognises that central to its success is the recruitment, retention, development and motivation of its staff, contractors and freelancers.

The Group strives to achieve a supportive and inclusive work environment which promotes wellbeing and welfare, equality, respect and humanrights. The Group has a broad range of policies, procedures and practices in place to support and inform staff and these are communicated widelyto employees, both during the induction process and throughout their employment. Policies include Equal Opportunities, Health and Safety, Dignityat Work, Social Media and Business Conduct. Managers and staff are updated and trained with regard to the content of these policies and havesupport from the Human Resources department in implementing these policies.

Wellbeing and WelfareThe Group offers access to a 24/7 confidential and independent counselling service and an occupational health service. Such initiatives are supportedby health and safety measures, including display screen equipment assessments, safe driving training and media safety training.

Equality, diversity and respectThe Group is committed to championing diversity throughout our business. The Group acknowledges that it is better placed for success as abusiness when there is a balanced and diverse workforce including the most talented people regardless of gender or ethnicity. The Group iscommitted to maintaining a culture where everyone has the opportunity to deliver their full potential.

The Group is committed to providing equality of opportunity, dignity and respect to all employees, freelancers, contractors and job applicants. Allemployees and job applicants are treated fairly in selection for employment, promotion and training, with assessment being based on an individual’saptitude and ability irrespective of gender, marital/family status, religious belief, political opinion, disability, age, nationality, race, ethnic origin,sexual orientation or membership of the travelling community. The Group’s policies ensure that it attracts a diverse pool of applicants and this ismonitored on an ongoing basis. The aim of these policies is to ensure that all employees and potential employees are treated in a fair and equitablemanner. Staff members who have a disability are supported fully in the work environment and have equal access to training and career developmentopportunities. All appointments will continue to be based on merit measured against objective criteria and the skills and experience the individualoffers.

Contractors and freelancers are crucial to the business and this is an area of recruitment and development that the business is dedicated toinvesting in. The Group engages people with a wide range of skills on a variety of different working arrangements to meet its changing needs andvariable workforce requirements.

The Group believes it is important to encourage the understanding of diversity amongst its staff and appropriate training is provided to ensurerespectful behaviour. The Group’s Code of Business Conduct sets out our business principles and what the Company expects from employees toensure they conduct themselves appropriately and protect themselves as well as the Company’s reputation and assets. The policy covers conducttowards employees (including the Whistle Blowing Policy), suppliers, customers, business partners (including bribery and corruption), shareholdersand funders, and conduct in the community.

The importance and contribution of diversity in the workplace is recognised with appropriate training provided to ensure respectful behaviour,including Dignity at Work training and appointing Equality Advisors in the Group. Breaches of the Equal Opportunities and Dignity at Work policieswill be dealt with via the Group’s Disciplinary policy.

Gender breakdown chart at 31 December 2015Male Female Total

Board 6 3 9Senior management 40 15 55Employees 495 415 910

541 433 974

Learning and DevelopmentThrough a mix of approaches including formal training, on the job experience, online and coaching, the Group ensures that staff have the appropriateskills, experience, knowledge, competence and confidence to carry out their roles. The Group continues to foster close relationships with a broadnetwork of colleges, universities and external agencies to support the development of future talent to the industry and to support future resourcingrequirements, business needs and operational requirements.

Across 2015 development areas addressed included management development, editorial and production training, engineering and operations,health and safety, dignity at work, and a range of professional IT, Finance, HR and Compliance programmes/updates. In addition vacancies acrossthe Group are advertised internally to encourage people to develop their careers, either through promotion or a change of role. Supporting anddeveloping the leadership capabilities of new and potential managers is important to the business, both in terms of their current roles and successionplanning.


GROUP PLCWIRELESS



GROUP PLCWIRELESS

Employee Engagement and Fundraising Staff are encouraged to participate in and support fundraising and awareness initiatives on behalf of a range of charitable organisations.

Some 2015 examples include:

• Radio GB local radio stations raised more than £520,000 for charities in its various regions in 2015. The Pulse in Bradford helped to raise £100,000

for Kirklees Hospice; Swansea Sound and The Wave raised £50,000 in its ‘Cash For Kids’ Appeal; The Wave in Blackpool raised £25,000 for the

RNLI, Blackpool Carer Centre and disabled local children; Signal 107 raised £90,000 for its local hospice, breast cancer charities and other local

deserving causes; Peak FM helped Ashgate Hospice raise over £150,000 for its Sparkle Walk and Signal Radio raised over £70,000 for Douglas

Macmillan Hospice as well as sending 15,000 Christmas shoe boxes via the Samaritans to children across Eastern Europe and Africa.

• Radio Ireland staff fundraising events ranged from a 100km cycle to coffee mornings being organised, with great success as well as a number

of charitable donations many of which involved staff participating including a Radio Ireland team taking part in the Carathon charity match in aid

of Pieta House and participation in the PHD Big Hug event.

• UTV personnel organised three charity coffee mornings in company headquarters raising funds for Action Cancer, the SHARE Village in Belfast

which provides activity breaks for disabled children and Text Santa. A staff team also took part in the ‘Care Shops Challenge’. Teams across

Northern Ireland went head-to-head to run an Action Cancer charity shop for one day with the aim of raising the highest total of funds.

For months leading up to the challenge employees across Tibus, Simply Zesty, UTV and U105 donated their unwanted items to stock the shop.

• Every Christmas UTV staff organise a ‘Giving Tree’ in the reception area where staff purchase and donate presents for local children in need.

• The Group operates a ‘Give as You Earn’ scheme facilitating employees to give to a chosen charity directly via payroll.

CASE STUDYThe 8th annual Cork’s 96FM Giving for Living Radiothon took place across three days in May 2015.

Radiothon was set up by Cork’s 96FM and Mercy University Hospital’s fundraising foundation in 2008. Since then, Giving for Living Radiothon has

grown into one of the biggest – if not the biggest – radio station fundraising appeal in Ireland. It has raised in excess of €3.5million to date and

has been recognised at the Irish Fundraising Awards.

Today, the station works with five local charity partners who all provide support to Cancer patients and their families. These are Mercy Hospital

Foundation, CUH Charity, Breakthrough Cancer Research, Arc House and Marymount University Hospice. The event in 2015 alone raised an

impressive €380,000.

Station staff voluntarily give up time to work on Radiothon each year. Programming staff are heavily involved in pre-recording and editing

interviews in the months leading up to the event. During the three days, the entire primetime programme schedule is broadcast from an outside

location at the Mercy University Hospital. Remote teams based at Cork University Hospital and Marymount Hospice also contribute. Sales and

administrative staff help with fundraising. The Giving for Living Radiothon has had an unexpected bonus of team building within the staff.

One of the cornerstones of Radiothon each year is “the biggest change collector box” at the central bus station in Cork City. In 2015, a new “Heel

Appeal” was introduced which saw many prominent local men run down Patrick Street in the City in high heels to raise money. This was organised

by the team behind the flagship talk show, The Opinion Line.

Corporate Social ResponsibilityThe Health and Safety incidents for 2015 are summarised in the following table:

Human rights issuesThe Group is mindful of the importance of giving due consideration to human rights issues through its relations with employees and external

stakeholders such as suppliers. The Group considers its commitment to responsible and ethical trading with suppliers and policies on staff

development and well-being to be adequate and appropriate to address human rights issues given the nature of the Group’s operations. The

Group’s Labour Standards policy sets out its commitment with regard to human rights issues.

Community

The Group plays an active role in the local communities where it operates. All the Divisions across the Group support the fundraising efforts of

charities and community initiatives in their areas, helping to raise significant revenue during the year for a range of vital local projects.

Wireless Group plc is an active member of Business in the Community (BITC). The Group fully embraces the BITC’s membership strategy of being

“committed to building a sustainable future by investing in our people, the planet and the places where we operate”.

Community Initiative Support In Radio GB our local stations collected and distributed thousands of toys for children at Christmas – this year we distributed over 50,000 toys just

before Christmas with Tower FM alone handing out 10,000 toys. Signal 107 tackled homelessness with the breakfast presenter Dicky Dodd

sleeping on the streets for two nights to highlight the problem. We also collected and distributed coats, hats and scarves for those who needed

them.

Radio Ireland stations provided airtime for several charities during the year: Ronald McDonald House, ISPCC and Jack and Jill Foundation. As a

policy any charities booking advertising campaigns automatically receive a 25 – 50% additional airtime bonus depending on the fundraising

campaign.

The Television division supported a range of community based events in 2015 through gift in kind support and advertising match funding. UTV

presenters signed up to promote the Business in the Community Digital Assist campaign to encourage citizens over 60 to go online. This included

UTV presenters fronting the campaign and UTV staff providing production facilities to BITC to promote the initiative. UTV has supported Mela,

Northern Ireland’s leading ethnic diversity celebration, for the past 8 years. UTV presenters host this event which attracts in excess of 20,000

attendees each year.

UTV is also media partner for innovative local charity Cinemagic. Cinemagic is an award winning festival that embraces the magic of film, television

and digital technologies to educate, motivate and inspire young people through film screenings, industry workshops, practical masterclasses,

filmmaking projects and outreach activities. UTV staff and presenters regularly give their time to host masterclasses and tours of the studios.

Two broadcasts in the run up to Christmas represented a unique collaboration between UTV and Cinemagic. A Christmas Star was the first

Northern Irish and Irish Christmas movie. Narrated by Liam Neeson, the movie stars young people from Northern Ireland and some well-known

actors including Pierce Brosnan, Bronagh Waugh, Richard Clements, Kylie Minogue, and Downton Abbey's Robert James-Collier. It was made

by some of the world's finest award winning industry professionals leading a team of young trainees who got their first credit on a feature film. A

Christmas Star Believe - The Making of a Christmas Star was a one hour UTV documentary which followed the amazing journey of the making of

the movie from the very first auditions to the star studded premiere.


GROUP PLCWIRELESS


Total Number of Accidents Reported 2015 2014

Impact of Accident Number of Fatalities

Number of Serious Incidents

Number of Minor Incidents

Those Involved in the Accident Accidents to Staff

Accidents to Public

Accidents to Contractors/Other 3rd Parties

Causes of Accidents Slips, Trips and Falls

Lifting and Carrying

Hit by Objects

Other

Totals

0

0

15

14

0

1

6

1

3

5

15

0

2

11

11

2

0

8

0

3

2

13

Micheál Sheridan, Chief Executive Officer of the Mercy University Hospital Foundation says:

“Somebody once said that ‘Kindness is for all times, in all situations – not just when it suits you’. Throughout what was a

challenging period for Ireland economically, the team at Cork’s 96FM stood firm and raised the bar by tirelessly giving their all

to Giving For Living Radiothon. For the past 8 years, the staff and listeners of the station have raised millions and have

changed the lives of so many men, women and children living with illness and cancer in Cork. We are thrilled to have been

part of this exciting journey and we are thrilled to call the team at Cork’s 96FM our friends.”


GROUP PLCWIRELESS

Environment

The Group recognises that its business activities across the UK and Ireland have an impact on the environment and is committed to minimising any

potential damaging effects and continually improving performance on environmental matters.

The Group’s environmental policies are aimed at encouraging high standards of environmental practice across all business activities. In addition

to their economic benefits, new projects and activities are assessed as to their potential impact on various environmental factors.

The Group complied with the UK regulation linked to European Energy Efficiency directive regarding ESOS (Energy Savings Opportunity Scheme)

and registered with the Northern Ireland Environment Agency during 2015. This required the Group to contract an external Lead Assessor to

conduct an energy assessment audit on the largest facility as a representative sample of the similar operations across all group operated facilities.

Greenhouse Gas Emissions

Scope 1 emissions are direct GHG emissions mainly due to fuel consumption of vehicles controlled by the Group and Natural Gas for heating.Scope 2 emissions are indirect GHG emissions due to consumption of purchased electricity

The tonnes of CO2 emitted are calculated using the latest 2015 Department for Environment, Food and Rural Affairs (DEFRA) government conversion

factors for company reporting. The decrease in CO2 emissions in 2015 reflects a reduction in the DEFRA rates per MWh of GHG emissions from

2014 to 2015 and a decrease in electricity usage resulting from the disposal and relocation of some facilities during the year.

As 76.8% of the CO2 emissions are due to consumption of purchased electricity, the Group sources its suppliers who can mainly provide green

power generation.

Waste production and recycling

The Northern Ireland based location uses only accredited waste management companies to dispose of its waste, ensuring that it is disposed of in

accordance with statutory and local regulations.

Corporate Social ResponsibilitySociety

As well as giving tours of our studios, we also joined forces with many organisations in 2015 to promote access to broadcasting and digital content.

The Group recognises the impact that the business’ operations can have on society and so the quality and content of output is of utmost importance.

Wireless Group plc is a major media group which endeavours to grow by operating reliably and responsibly. Group stations maintain high editorial

standards and engage with industry regulators, government and the media in open and honest dialogue. As licensed broadcasters, the Group

understands the regulatory standards which must be followed, as well as the importance of retaining loyalty, trust and interaction with audience

through the integrity of output.

The business adheres to the stringent regulatory broadcasting codes and requirements of the media industry including those of independent

regulatory body Ofcom, the Broadcasting Authority of Ireland (BAI), the Advertising Standards Authority (ASA), the Committee of Advertising Practice

(CAP), the Press Complaints Commission (PCC) and the Authority for Television on Demand (ATVOD).

Suppliers

The Group has a varied scope of suppliers from large multinational engineering and technology providers to major national broadcasters and small

independent local companies. Central to the provision of programming and content for the Radio Divisions are major broadcast suppliers such as

sporting / sponsorship bodies which sell the rights for national and international sporting event broadcasts, including football, rugby and cricket.

Arqiva is the main source of transmission capabilities. A small set of specialist suppliers provide the essential technology for production and where

possible, the Group’s preference is to use local, independent production companies for its radio output. There is an impetus on continuing open and

fair trading arrangements when relying on key suppliers. Accordingly, the Group invests significant effort in managing supplier relationships through

agreed-term contracts or service expectation agreements which provide the basis for constructive working relationships. The Group expects its

suppliers to trade in a responsible business manner. Choice of supplier will be influenced by their respective commitment to ethical, environmental

and social responsibilities.


GROUP PLCWIRELESS


Tonnes (tCO2e)

Group-wide locationsScope 1

Scope 2

Total CO2 emissions

Intensity: emissions per £m revenue

Intensity: emissions per employee

2015579

1,918

2,497

20.7

2.3

2014666

2,291

2,957

25.4

2.9

Tonnes

Northern Ireland location onlyWaste recycled

Waste sent to landfill

Total waste

201522 (96%)

1 (4%)

23

201420 (93%)

2 (7%)

22


GROUP PLCWIRELESS

Report of the Board on Directors’ Remuneration

Information not subject to audit

Statement from the Chairman of the Remuneration Committee

Dear Shareholder

I am pleased to present the Directors’ Remuneration Report for 2015 which outlines the remuneration of the Executive Directors for the year basedupon the arrangements in the three-year policy 2014 to 2016. The report has been prepared by the Remuneration Committee and is approved bythe Board.

The objective of the Remuneration Policy is to encourage, motivate and reward the Executive Directors to deliver exceptional performance andenhance shareholder value ensuring alignment with the business strategy and the interest of shareholders. The Policy includes both financial andnon-financial targets.

There are two specific matters I bring to your attention. They are: • Our proposed new ten year Performance Share Plan 2016. It is the company’s intention to seek shareholder approval for the proposed Plan

at the 2016 AGM; and • Retrospective disclosure of performance against annual opportunity and long term incentive targets for 2015.

New Performance Share PlanA new long term incentive plan is required to replace the current Performance Share Plan 2006, which expires in May 2016. It should be noted thatthe 2006 Plan will be used to make the long term incentive awards in 2016.

The new Wireless Group Performance Share Plan 2016 will share many of the features of the expiring plan but has been updated to reflect currentlegislation, best practice and corporate governance requirements. The Committee has consulted with major shareholders in respect of the proposednew ten year Performance Share Plan and has welcomed and been receptive of their views.

The main changes to terms of the new plan, as compared to the 2006 Plan, are summarised below.

The new Performance Share Plan will be used to grant awards to Executive Directors and selected employees within the Wireless Group. TheRemuneration Committee believes that the implementation of the new plan will result in a strategically-focussed equity-based long-term incentiveprovision that will create a genuinely strong alignment of interests between management and shareholders.

We propose to seek approval of the new Performance Share Plan 2016 at the 2016 AGM in May. The previous Performance Share Plan 2006 hasserved us well; we have retained its key features whilst at the same time ensuring that it reflects best practice.

Retrospective disclosure of performance against targetsRemuneration Policy for the year ended 31 December 2015 sets out performance against annual opportunity and long term incentive targets for2015. The strategic goal to achieve Share of Commercial Impacts of between 13% and 15% in UTV Ireland was not met. The Group profit beforetax target was not achieved. Consequently no annual bonus was earned in respect of the financial year.

Helen KirkpatrickChairman of the Remuneration Committee31 March 201648 Report & Accounts 2015

GROUP PLCWIRELESS


Main changeTerm

Individual limit

Holding period

Leaving employment

Clawback

Annual awards not to exceed shares having a market value in excess of 100% of base annualsalary.

Only in exceptional circumstances, for recruitment or retention purposes, to increase thislimit to 200% of base annual salary.

Participants normally required to retain all shares acquired on vesting for a period of twoyears.

Where a participant ceases employment and, at the Committee’s discretion, is considered a“good leaver” and the performance conditions have been met, the award will vest as if he hadnot ceased such employment.

Clawback provisions to apply for the five years of award grant and holding period.

Policy Report

Remuneration CommitteeThe following directors served as members of the Committee throughout the financial year ending 31 December 2015:

Members Appointment DateHelen Kirkpatrick (Chairman)Richard HuntingfordStephen Kirkpatrick Coline McConville

The Committee held four meetings during the year with full attendance by all members at each meeting.

Role of the CommitteeThe Remuneration Committee is responsible for making recommendations to the Board on the Group’s framework of executive remunerationand its cost within agreed terms of reference. The Board approves the Remuneration Policy and puts it to the shareholders at the Annual GeneralMeeting at least once every three years. The Committee determines the contract terms, remuneration and other benefits for each of the ExecutiveDirectors, including performance-related schemes (both short and long term) and pension rights. It also considers the remuneration of seniormanagement within the Group. In performing its role, the Committee takes consideration of the general increases for employees throughout theGroup. The Board itself determines the remuneration of the Chairman and Non-Executive Directors.

The Committee is advised as required by a leading firm of independent remuneration consultants, New Bridge Street, who have no other connectionto the Group. New Bridge Street was selected on the basis of expertise, particularly with regard to the directors’ remuneration report regulationsissued by the United Kingdom Department for Business, Innovation and Skills. Work carried out by New Bridge Street is scoped in advance by theRemuneration Committee after considering the requirement of the Group and New Bridge Street responds to the terms of reference. The fee paidto New Bridge Street for its services in respect of the year ended 31 December 2015 was £29,000 and is on the basis of hours deployed with a feescap agreed in advance. The Committee monitors the level of service provided and a Statement of Independence has been submitted by New BridgeStreet.

Remuneration Policy

The Remuneration Policy has been designed to attract and retain high quality individuals within the Group, ensure that their focus is on performancebeyond the short term so as to create sustained shareholder wealth, and reward individuals in relation to their successful performance. The Policyaims to combine these factors in a manner comparable with other companies operating in the FTSE small cap sector, and at the same time, alignwith the expectations of investors.

The Remuneration Policy seeks to deliver a fair and balanced remuneration package for each of the Executive Directors. The package consists ofa number of different components of remuneration, structured in such a way as to encourage optimal performance in accordance with the BusinessStrategy. This in turn is aligned with shareholder return as the strategy is translated into sustainable growth and consequently an increase inshareholder value.

The Remuneration Policy set out below obtained shareholder approval at the AGM on 15 May 2014 in accordance with Section 439A of the CompaniesAct 2006. The Policy has been applied to any remuneration payments from 1 January 2014 and will continue to apply to any remuneration and lossof office payments made until reviewed by the Remuneration Committee later in 2016. The Committee reserves the right to review the Policy morefrequently where circumstances deem this necessary and revise where appropriate.

29 August 200730 July 2012

28 September 201221 November 2012


GROUP PLCWIRELESS

Remuneration Structure

The remuneration package for the Executive Directors consists of a combination of fixed and variable components, each designed to incentiviseand provide reward for successful short, medium and long term performance. The package of components includes:



GROUP PLCWIRELESS


Operation Maximum opportunity and link toperformanceElement & purpose

Basic salaryTo recognise the responsibilities,experience and skills of the Directors inthis competitive and challengingmarket.

Annual bonusTo reward Executive Directors for theachievement of pre-determinedperformance targets based upon theannual results for the year and linkedto the strategic plans of the Groupagreed by the Board.

The bonus will be a combination ofcash and share awards to align withshareholder interest.

BenefitsTo provide market competitive non-cash benefits to attract and retain highquality individuals.

The basic salary of the Executive Directors isreflective of the sector competitive rates inattracting, rewarding and retaining thenecessary level of skills and experiencerequired in the media sector and FTSE SmallCap. They are reviewed annually by theCommittee taking into account changes inroles, responsibilities and specific retentionissues.

The bonus scheme is designed to reward theexecutives for achieving demandingperformance targets set at this level.Additionally, it is also designed to encourage,incentivise and recognise when there hasbeen exceptional performance achieved inchallenging conditions.

Up to 80% of the bonus will be based on keyfinancial metrics with the balance subject topersonal or strategic objectives.

The share award element can rangebetween 20% and 35% to be set at thediscretion of the Committee.

The financial performance conditions thatare required to be met are the same for allExecutive Directors.

The taxable benefits comprise a car, fuel,private health insurance, life insurance andnecessary business equipment.

In reviewing potential increases in theExecutive Directors’ basic salary, theCommittee is guided by general increasesfor employees. An annual salary review iscarried out for all staff across the Group,including Executive Directors. Where aninflation based award is granted, this wouldbe applied to the Directors, if consideredappropriate.

Certain Directors may be considered foradditional increases recognising that theirexperience, remit and responsibilities havesubstantially increased in the year and newoperational activities undertaken.

A minimum of 25% of the bonus based onfinancial metrics becomes payable uponmeeting the set performance targets. Themaximum total bonus payable to anExecutive Director is capped at 100% of theirbasic salary and this becomes due uponattaining exceptional performance which is apre-determined percentage growth. Astraight line mechanism operates forperformance within these parameters. (Thetargets for 2016 are not disclosed as they arecommercially sensitive. These will beprovided in the 2016 Annual Report.)

One fifth of the total bonus payable isawarded in shares. As a result of the 12month performance period before the awardmay vest plus a requirement for theExecutive Director to hold the shares for afurther two years, this award is deferred forthree years.

Malus provisions apply to the annual bonusin the event of gross misconduct or amaterial misstatement in the Group’sfinancial statements.

Benefit provision is set based on the leveland requirements of the role.


PensionTo enable Executive Directors to savefor their retirement throughparticipation either in the UTVCompany pension scheme or apersonal pension plan.

To help attract, retain and motivatehigh quality individuals.

Long Term Incentive Plan (LTIP)To align Executive Directors’ interestswith those of shareholders and furtherincentivise consistent, strongperformance.

The Group operates a defined benefitpension scheme which closed to newmembers in 2002. Executive Directors whowere in employment prior to this, and aremembers of the UTV pension scheme,accrue a pension benefit within this scheme.

Benefits earned under the scheme whichare in excess of the annual or lifetimeallowances introduced by HMRC may beaccrued within an unfunded arrangement.

For Executive Directors appointed after 2002(and not a member of the UTV pensionscheme) a pension allowance based on apercentage of basic salary is paid by theCompany to the Executive Director.

The Group has put in place a long termincentive plan for certain senior executives,including the Executive Directors. Under thisplan, awards may be payable in shares at theend of a three-year vesting period, and to theextent that pre-set performance conditionsand targets are met.

The performance conditions are aimed toalign the Directors’ performance toshareholder value with at least 35% of theaward being based on Total ShareholderReturn (TSR) versus the FTSE Small Cap.The performance conditions attached to theremainder of the awards are based onEarnings per share (EPS) growthperformance conditions. EPS targets are tobe set on a three year compound basis withsufficiently challenging targets.

Under the rules of the plan, the ExecutiveDirectors are also entitled to the shareequivalent of the dividends accrued over thethree year performance period in respect ofany vested shares.

The future rate of pension accrual for themembers under the UTV pension scheme isin line with the rules of the scheme whichare consistent for all staff within the scheme.

Pension allowances are set at a level that isconsidered appropriate having regard tomarket practice - currently 15%.

The Executive Directors may be grantedawards of up to a maximum of 80% of theirbasic salary.

These are payable in shares at the end of thethree-year vesting period, and to the extentthat the pre-set performance conditions andtargets, as outlined in each of the plans, hasbeen met. All such performance criteria willbe independently verified by the Group’sindependent remuneration consultants,New Bridge Street.

This award is deferred for five years as aresult of the three year performance periodbefore the award may vest plus arequirement for the Executive Director tohold the shares (after the settlement of anytax liability) for a further two years. Theawards may be exercisable in the six monthperiod from the date of vesting.

Malus provisions give the Committeeauthority to reduce or cancel long termincentive awards in the event of grossmisconduct or a material misstatement inthe Group’s financial statements.


GROUP PLCWIRELESS



GROUP PLCWIRELESS


Additional information

The following points are included for ease of reference and to clarify aspects of our Remuneration Policy.

Malus and clawbackThe policy contains malus provisions. These conditions will be enhanced with defined clawback provisions and brought forward for shareholderapproval at the 2017 AGM.

Recruitment policyRecruitment buyout awards are not within the policy. However, the Committee would exercise discretion if exceptional circumstances were to ariseand only if such buyout was deemed in the best interests of shareholders.

Bonus share awards The holding period for bonus shares is two years post vesting.

The Executive Directors are also entitled to the share equivalent of the dividends accrued over the two year post vesting period in respect of anyvested bonus shares.

Defined benefit schemeThe defined benefit pension scheme is operated within UTV Limited and this transferred to ITV Broadcasting Limited from 29 February 2016 oncompletion of the sale of this company.


Share Incentive Plan To motivate employees and encourageownership of shares in the company.

Shareholding guidelinesTo demonstrate the Directors’ supportand commitment to the Wireless Groupand keep them focused on itsperformance and align their interest tothose of shareholders.

This scheme comprises the Share IncentivePlan under which employees allocate part oftheir pre-tax salary to purchase shares inthe Company in line with HMRC guidelines.

The Group has a policy requiring ExecutiveDirectors to hold the equivalent of one year’saverage basic salary in Wireless Group plcshares at an average market value and canbe achieved out of the conversion of vestedshare awards.

Directors have a period of five years fromappointment to build up the holding.

Executive Directors are eligible to participatein the Company’s all-employee sharescheme on the same terms as otheremployees. The scheme operates withinspecific tax legislation and, as is normalpractice, there are no performanceconditions.

The limit for this plan is set in line withgovernment guidelines. (From April 2014this amounted to a limit of £1,800 per annumor £150 per month. Prior to this a limit of£1,500 per annum or £125 each month wasin place.)

Pay for performanceThe graphs below provide estimates of the potential future reward opportunities for the Executive Directors and the potential mix between fixedand variable pay under three different performance scenarios.

Fixed (Base salary, benefits & Pension) Bonus LTIP

Minimum

On target

Maximum

0 20 40 60 80 100

100%

73%

36% 32% 32%

16% 11%

£517K

£712K

£1,460K

John McCann, Group Chief Executive

£404K

£535K

£1,040K


Minimum

On target

Maximum

0 20 40 60 80 100

100%

75%

38% 31% 31%

15% 10%

Scott Taunton, Chief Operating Officer

£289K

£387K

£763K


Minimum

On target

Maximum

0 20 40 60 80 100

100%

75%

38% 31% 31%

15% 10%

Norman McKeown, Group Finance Director

Policy on recruitment remunerationIn setting the remuneration of each Executive Director on their appointment, the Committee will apply the policies outlined above. New Directorsmay be considered for an award under the LTIP on similar terms from the first award date after the recruitment date.

The requirement for Directors to hold the equivalent of one year’s average basic salary in UTV Media plc shares can be built up within five years ofbeing appointed to the Board and may be achieved through the retention of share awards that vest after the settlement of any tax liability.

The Remuneration Committee may make payments to cover reasonable expenses in respect of the recruitment, relocation and other miscellaneousexpenses specific to the recruitment of the Director.


GROUP PLCWIRELESS

Service agreements and exit paymentsAll Executive Directors have a rolling service contract with the Group and no notice period exceeds twelve months. The service contract for JohnMcCann is dated 16 October 2007 and he will retire on 12 May 2016. Scott Taunton has a service contract dated 1 July 2006 and Norman McKeownhas a service contract dated 24 November 2008.

None of the service contracts makes any provision for a pre-determined amount of compensation being due in the event of early termination exceptin the event of change of control of the Group when remuneration shall be paid in respect of any unexpired notice period on termination ofemployment by the Group.

The Remuneration Committee will consider any contractual amounts due to a good leaver in accordance with the rules applicable to each particularelement of the remuneration. Typically, a good leaver would be entitled to any pro-rated annual bonus award payable after the end of the financialyear. The Remuneration Committee will consider any performance conditions applying to any unvested long term awards and the performanceperiod which has lapsed. LTIP awards will typically vest at the normal vesting date for good leavers to the extent that the TSR and EPS performanceconditions have been met, but will normally be pro-rated on the basis of actual service over the performance period.

A bad leaver will be treated in accordance with the terms of the individual’s contract and exit amounts will be limited to the minimum amountprovided by the contract. LTIP awards and unvested deferred shares will lapse for those not regarded as good leavers.

Appointment letters and remuneration for the Non-Executive Directors All Non-Executive Directors have Letters of Appointment with the Group which provide for an initial period of three years subject to review and theydo not include notice periods in excess of twelve months. The appointment dates for the Non-Executive Directors are detailed in the Board ofDirectors section. There is no provision for any pre-determined amount of compensation being due in the event of termination.

The remuneration of the Non-Executive Directors is determined by the Board based upon the recommendations of the Chairman and ChiefExecutive. The remuneration of the Chairman is determined by the Board as advised by the Remuneration Committee. The Non-Executive Directorsare paid a cash fee and related business expenses are reimbursed. They do not participate in bonus or share incentive schemes and have nopension contribution entitlement.

There is an additional increment to a Non-Executive Director’s fee for being the Chair of a Committee of the Board but not for being a member ofsuch a Committee. A separate fee is paid for being the Chair of the Board of a subsidiary company within the Group.

There was no increase to the Non-Executive fees in 2015.

Executive Directors’ remunerationThe remuneration policies and executive packages are designed to be competitive and encourage achievement of the Group’s strategic goals. Thewider economic conditions, shareholder feedback and the pay and employment conditions throughout the Group and FTSE small cap companiesare all taken into consideration.

The graph below depicts the total cost of executive pay for the years ended 31 December 2015 and 2014 in relation to profit attributable to equityshareholders, dividends paid and total staff costs.



GROUP PLCWIRELESS


£’000

Total cost of executive pay in relation to Profit attributable toShareholders, dividends paid and staff costs

2015

Shareholder profit Dividends paid Staff costs Executive pay

2014

0

5000

10000

15000

20000

25000

30000

35000

40000

The remuneration package for the Executive Directors consists of a combination of fixed and variable components each designed to incentiviseand provide reward for successful short and long term performance.

The details of the remuneration package are in line with the Remuneration Policy operating throughout the year ended 31 December 2015. Thecurrent arrangements and charges in respect of pensions, together with details of the long term incentive plans that are currently in place, areoutlined below.

The graph below sets out the single total figure of remuneration of John McCann, the Group Chief Executive, over the last six years. The 33.9%decline in the single total figure for 2015 compared to 2014 compares to the Group’s employees retaining their salary at a consistent level over thesame period.

Fixed pay comprises base salary and taxable benefits while variable pay represents any annual bonus paid plus the value of shares vested underthe long term incentive plan.

The table below sets out the proportion of variable pay received by the Group Chief Executive over the last six years expressed as a percentage ofthe maximum bonus that could have been paid or the maximum number of shares that could have been received under the terms of the long termincentive plan.

Shareholder viewsThe resulting outcome of the shareholder advisory vote on the 2014 Report of the Board on Directors’ Remuneration was as follows:

For 90.4%Against 9.6%

In its review of the Remuneration Policy, the Committee considers all remuneration related comments made at the Company’s AGM and feedbackreceived during consultation with shareholders throughout the year.

In advance of the 2016 AGM, the Committee has consulted with major shareholders in respect of the proposed new long term incentive plan andhas welcomed and been receptive of their views.

0

200

2009

450

1,064

613

853 810 782

517

2010 2011 2012 2013 2014 2015

400

600

800

1000

1200

£’000

Single figure remuneration of Group Chief Executive

Pension Variable pay Fixed pay

2009 2010 2011 2012 2013 2014 2015

Percentage of maximum variable awards received

Bonus LTIP’s

0

20

40

60

80

100

%

88%

30%

50%

20%

21%


GROUP PLCWIRELESS

Remuneration Policy for the year ended 31 December 2015The details of the Directors’ Remuneration for the year ended 31 December 2015 are outlined in the section of this report headed ‘Informationsubject to audit’. In reviewing the remuneration profile for 2015, shareholders are asked to note the following characteristics of the policy:• By setting very challenging performance conditions and targets, the Remuneration Policy aims to reward the Executive Directors for their

success.• That the balance between the annual fixed and variable components of remuneration, based on exceptional performance being achieved, is

appropriately balanced at the ratio of circa 35:65.

With respect to the performance objectives:• The share of commercial impacts for UTV Ireland in 2015 was 11.8% and thus the strategic objective of achieving between 13% and 15% was

not met. • The profit before tax growth target from continuing operations was not met by 14%.Consequently no annual bonus was earned in respect of the financial year.



GROUP PLCWIRELESS


Performance graph

This graph looks at the value, by 31 December 2015, of £100 invested in UTV on 31 December 2008 compared with that of £100 invested in the FTSEAll-Share Media Index and the FTSE Small-Cap Index. The other points plotted are the values at intermediate financial year-ends.

The Media sector has been chosen as the Company is a constituent of the sector and it represents the comparator sector for long term incentiveawards issued prior to 2014. The FTSE Small Cap sector has also been included as, in line with the Remuneration Policy, it represents thecomparator sector for awards in 2014 and 2015 and for all new awards.

0

50

100

150

200

250

300

350

400

31-Dec-08 31-Dec-09 31-Dec-10 31-Dec-11 31-Dec-12 31-Dec-13 31-Dec-14 31-Dec-15

Va

lue

(£)

Total shareholder return Source: Thomson Reuters

UTV Media FTSE All-Share FTSE Small

Information subject to audit

Annual report on remuneration

Single total figure of remuneration

The remuneration of the Executive Directors for the year ended 31 December 2015 is set out below:

Basic salary Bonus Taxable Pension LTIPs Total benefits remuneration

£ £ £ £ £ £Executive Directors

John McCann2015 471,500 - 45,824 - - 517,3242014 465,750 94,300 42,988 - 179,253 782,291

Scott Taunton2015 317,700 - 8,031 78,441 - 404,1722014 313,850 63,540 5,085 73,485 118,658 574,618

Norman McKeown2015 270,250 - 18,761 - - 289,0112014 248,000 47,000 17,089 7,875 71,527 391,491

Non-Executive Directors

Richard Huntingford2015 100,000 - - - - 100,0002014 100,000 - - - - 100,000

Helen Kirkpatrick 2015 40,000 - - - - 40,0002014 40,000 - - - - 40,000

Stephen Kirkpatrick 2015 40,000 - - - - 40,0002014 40,000 - - - - 40,000

Andy Anson2015 35,000 - - - - 35,0002014 35,000 - - - - 35,000

Coline McConville2015 35,000 - - - - 35,0002014 35,000 - - - - 35,000

Róisín Brennan2015 40,000 - - - - 40,0002014 21,667 - - - - 21,667

The basic salary figure for Norman McKeown incorporates a 15% uplift from April 2014 in respect of his pension allowance.

The figures for Róisín Brennan for 2014 reflect her remuneration for the period from 1 June 2014 when she was appointed to the Board of UTVMedia plc plus her fee for being Chair of the Board of UTV Ireland Limited from 1 October 2014.

The value attributable to the LTIPs in 2014 represents the actual value of awards vesting in the year. Further details of this are included in the LongTerm Incentives section of this report.

Details of the Executive Directors’ pension are included in the Pensions section of this report.


GROUP PLCWIRELESS

TargetsThe framework for the targets for EPS and TSR for the 2012 to 2015 plans is as follows:

(i) The growth in diluted adjusted EPS

The performance criteria is that the equivalent annual EPS growth over the qualifying three-year period is required to exceed average RPI

by at least 3% per annum for the 2012 to 2014 awards and at least 2% per annum for the 2015 award for the minimum target to be met.

To meet the superior target, this will require growth to exceed average RPI by at least 6% per annum for the 2012 to 2014 awards

and at least 4% per annum for the 2015 award. For performance achieved exceeding average RPI by between the minimum and the

superior target growth per annum, the percentage of the EPS element of the award that will vest will be calculated on a straight line basis

between the minimum and maximum target.

(ii) The ranking of the Group’s TSR against a comparator group

The performance criteria is that the TSR ranking to be achieved over the qualifying three-year period is a median ranking when

compared to the comparator group. For the 2012 and 2013 plans, the comparator group comprises the FTSE All-Share Media sector.

For the 2014 and 2015 awards, the comparator group is the FTSE Small Cap. To meet the superior target, this will require a ranking in

the upper quartile. For rankings between the median and upper quartile, the % of the TSR element of the award that will vest will be

calculated on a straight line basis.

Interests in the long term incentive planThe details of the awards for the executives are set out in the tables below.

Awards granted in 2012The following Directors were granted awards under the Company’s long term incentive plan on 30 March 2012.

For the 2012 plan, the award was based on a combination of whether the EPS growth performance targets and the TSR performance ranking

targets were achieved. The EPS growth targets from 2011 to 2014 were not achieved, and thus this element of the award in the 2012 plan will

not vest. In respect of the TSR targets, which relates to 35% of this award, the Company’s shares ranked between the median and upper

quartile of the FTSE All-Share Media sector and consequently 64% of this element of the award will vest. This represents 22.4% of the total

2012 award.

In addition to 22.4% of the awards granted in 2012, in line with the rules of the plan, the Executive Directors were entitled to the share equivalent

of the dividends that were accrued over the three year performance period of these vested shares. This resulted in an additional 8,779 shares,

5,917 shares and 3,747 shares being granted to John McCann, Scott Taunton and Norman McKeown respectively.

These awards vested on 16 January 2016. The market price of the Company’s shares at the date of vesting was 181.90p.

Awards granted in 2013The following Directors were granted awards under the Company’s long term incentive plan on 3 October 2013.

For the 2013 plan, the award was based on a combination of whether the EPS growth performance targets and the TSR performance ranking

targets were achieved. As neither performance target was met, the award in the 2013 plan did not vest.


PensionsOf the three Executive Directors, John McCann and Scott Taunton are both members of the UTV Company pension scheme. For Norman McKeown,

who is not a member of the UTV Company pension scheme, the Group made a contribution of £Nil (2014: £7,875), equating to an annualised 15%

of his basic salary, into a Personal Pension Plan. This contribution ceased from 31 March 2014 and from then an equivalent sum has been included

in his basic salary as a salary supplement.

The pension entitlements of the Directors included in the UTV Company pension scheme are as follows:

Accumulated value of pension accrued

Age at 31 December 2015 Normal retirement age At 31 December 2015 At 31 December 2014

£ £

John McCann 62 60 - -

Scott Taunton 44 60 64,043 57,996

The figures in the table above are prepared in line with the requirements of Schedule 8 to the Large and Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008 (as amended).

The pension benefits payable to Scott Taunton are 1/50th of accrued service up to 1 June 2003 and 1/60th thereafter, subject to HMRC limits. Since

2011, he has been accruing part of his benefits in the pension scheme and part under an unfunded arrangement. As at 31 December 2015, an

amount of £512,000 (2014: £432,000) has been accrued by the Group in this respect of the unfunded arrangement. In the event that early retirement

was permitted, the benefits payable to Scott Taunton from the UTV Company pension scheme and the unfunded arrangement would be reduced

on a cost neutral basis.

In the table above the accumulated value of the pension accrued relates to the total pension entitlement from the UTV Company pension scheme

and the unfunded arrangement and is calculated after accounting for the member contributions paid during the year by Scott Taunton amounting

to £28,593 (2014: £28,247).

Long term incentive performance plansAs outlined in the Remuneration Policy, the Group has put in place a long term incentive plan for certain senior executives who may be granted

awards. From 2014, awards are granted up to a maximum of 80% of the senior executives’ basic salary. Up to 2013 awards were granted at up to

100% of the senior executives’ basic salary. These awards are payable in shares at the end of the associated three-year period, and to the extent

that the pre-set performance conditions and targets, as outlined in each of the plans, has been met.

The performance conditions that have been set for the 2015 award are aimed to align the Directors’ performance to shareholder value and were

selected by the Remuneration Committee.

Further details of the plans and awards for the executives, from 2012 onwards, are given below and are set out in the Interests in the Long Term

Incentive Plan tables.

Performance criteria The performance criteria for the grant of awards outlined in the plans awarded annually from 2012 to 2015 are based on the combined performance

elements of:

• the growth in diluted adjusted earnings per share from continuing operations (EPS) over the qualifying three-year period commencing in the

financial year in which the award was first granted, and

• the ranking of the Group’s total shareholder return (TSR) against a comparator group, over the next three years commencing with the date on

which the awards were first granted.

The balance of the two performance elements EPS and TSR, have been weighted such that 65% of the total award is based on the EPS targets

being met and the remaining 35% is based on the TSR targets being achieved.

Framework for the targets setFor all plans, both a minimum and a superior target are set for each of the two elements of performance that are being measured. If the minimum

target set is met, then 25% of that element of the award will vest. If the superior target is achieved, the remaining 75% of that element of the award

will vest. For levels of performance attained between these two parameters, the percentage of the award that will vest will be calculated on a

straight line basis.


GROUP PLCWIRELESS


At 1 January 2015

No.310,928

209,614

132,756

At 31 December2015

No.310,928

209,614

132,756

Awardsgranted in

the yearNo.

-

-

-

End ofqualifying

period

31 Dec 14

31 Dec 14

31 Dec 14

Market priceat date of

award

143.12p

143.12p

143.12p

John McCann

Scott Taunton

Norman McKeown

At 1 January 2015

No.245,824

165,664

112,224

At 31 December2014

No.-

-

-

Awardslapsed in the year

No.(245,824)

(165,664)

(112,224)

End ofqualifying

period

31 Dec 15

31 Dec 15

31 Dec 15


award

187.13p

187.13p

187.13p

John McCann

Scott Taunton

Norman McKeown


GROUP PLCWIRELESS

No Director had any interests in the shares of any subsidiary company.

The market price of the Company’s ordinary shares as at 31 December 2015 was 175.00 pence and the range during the year was 139.00 penceto 204.00 pence.

The Report of the Board on Directors’ Remuneration was approved by the Board on 31 March 2016 and signed on its behalf by Helen Kirkpatrick,Chairman of the Remuneration Committee.

Helen KirkpatrickChairman of the Remuneration Committee31 March 2016


Awards granted in 2014The following Directors were granted awards under the Company’s long term incentive plan on 3 October 2014.

Awards granted in 2015The following Directors were granted awards under the Company’s long term incentive plan on 18 November 2015.

Directors’ interests in sharesThe figures in the table below represent the shareholdings in the ordinary share capital of Wireless Group plc beneficially owned by Directors andtheir family interests, other than in respect of options or other rights to acquire ordinary shares:

On 16 January 2016, 22.4% of the awards granted in 2012 under the Company’s long term incentive plan, vested. This resulted in an additional8,779 shares, 5,917 shares and 3,747 shares being granted to John McCann, Scott Taunton and Norman McKeown respectively.

Other than the shares granted on the vesting of these awards, no Directors have acquired or disposed of any ordinary shares in the Group duringthe close period from 21 January to 30 March 2016 with the exception of those shares purchased through the Share Incentive Plan (SIP).

Executive Directors are required to hold the equivalent of one year’s average basic salary in Wireless Group plc shares at an average market valueand can be part achieved out of the conversion of vested share awards.

Directors have a period of five years from appointment to build up this holding. This requirement was met at 31 December 2015.

John McCann, Scott Taunton and Norman McKeown are included as potential beneficiaries under the UTV Employee Benefit Trust and are deemedto be interested in the shares held by this Trust. The beneficial interests include ordinary shares purchased under the monthly operation of theemployee SIP. During the year, the Executive Directors have each acquired 1,054 ordinary shares through the SIP. As at 31 December 2015 252,461ordinary shares were held by Brewin Nominees Limited for the purposes of the SIP. As with other employees, the Executive Directors are deemedto have a potential interest in those shares, being beneficiaries under the trust.


GROUP PLCWIRELESS


At 1 January 2015

No.149,054100,44968,046

At 31 December2015

No.149,054100,44968,046

Awardsgranted in

the yearNo.

---

End ofqualifying

period

31 Dec 1631 Dec 1631 Dec 16


award

246.89p246.89p246.89p

John McCannScott TauntonNorman McKeown

At 1 January 2015

No.---

At 31 December2015

No.209,730141,317104,531

Awardsgranted in

the yearNo.

209,730141,317104,531

End ofqualifying

period

31 Dec 1731 Dec 1731 Dec 17


award

179.85p179.85p179.85p

John McCannScott TauntonNorman McKeown

31 December2015

555,853343,349214,603

25,00020,0008,666

---

31 December2014

554,524 342,020 213,274

25,00020,0008,666

---

Executive DirectorsJohn McCannScott TauntonNorman McKeown

Non-Executive DirectorsRichard HuntingfordHelen KirkpatrickStephen KirkpatrickAndy AnsonColine McConvilleRóisín Brennan


GROUP PLCWIRELESS

9. Directors’ IndemnitiesThe Company has granted an indemnity to one or more of its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provisions remains in force as at the date of approving the ‘Report of the Directors’.

J McCann and S Taunton who were trustees of the UTV Pension Scheme resigned upon the sale of the Television business. The Company has granted indemnity against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 235 of theCompanies Act 2006. These qualifying pension schemes indemnity provisions remain in force, in relation to their tenure as Trustees, asat the date of approving the ‘Report of the Directors’.

10. Corporate governanceThe information required to be disclosed under DTR7.2 is provided within the Corporate Governance Section and point 13 of this report.

11. Financial instrumentsThe Group’s financial risk management objectives and policies and details of the Group’s exposure to credit risk, liquidity risk and cash flowrisk are outlined in note 29.

12. Substantial shareholdingsThe Company has been notified of the following interests representing 3% or more of the issued ordinary share capital of the Company asat 31 December 2015.

Up to 30 March 2016 except for the holdings of ordinary shares listed above, no party has notified an interest in the ordinary shares of theCompany which is required to be recorded in the register under DTR5.

13. Additional information for shareholdersThe following provides the additional information required for shareholders as a result of the implementation of the Takeovers Directive intoUK Law.

At 31 December 2015, the Company’s issued share capital comprised:

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and for voting rights.

Ordinary sharesOn a show of hands at a general meeting of the Company every holder of ordinary shares present in person and entitled to vote shall haveone vote on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. Thenotice of the general meeting (see notice of general meeting) specifies deadlines for exercising voting rights either by proxy notice or presentin person or by proxy in relation to resolutions to be passed at general meeting. All proxy votes are counted and the number for, against orwithheld in relation to each resolution are announced at the Annual General Meeting and published on the Company’s website after themeetings.

Report of the DirectorsFor the year ended 31 December 2015

To be presented at the Annual General Meeting of the Company to be held on 12 May 2016.

1. Annual reportThe Directors have pleasure in presenting their Annual Report, together with the audited financial statements of the Group for the year ended 31 December 2015.

2. Business development reviewA review of the business development of the Group during the year, its position at the year end, principal risks and uncertainties facing theGroup, important events which have occurred since and indications of future developments in the business are provided in the StrategicReview.

3. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out inthe Group and divisional performance reviews. The financial position of the Group, its cash flows, liquidity position and borrowing facilitiesare described above. In addition, note 29 to the financial statements includes the Group’s objectives, policies and processes for managingits capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposures to creditrisk and liquidity risk.

The Group has successfully strengthened its position through the disposal of the Television businesses and Juice FM enabling it to substantiallyreduce bank borrowings and focus on cash generation. The Directors have reviewed the 2016 budgets and subsequent forecasts in lightof current economic conditions and are satisfied that, along with the secured new debt financing to 2020 and the continued profitability ofthe Group, adequate resources are available to continue in operational existence in the long term. Therefore, the Group continues to adopt thegoing concern basis in the preparation of its annual report.

4. Fair, balanced and understandable After considering matters related to financial judgements and reporting, and matters related to strategy, operation of the business modeland associated risk factors, and taking advice and guidance from both the Audit Committee and the External Auditors, the Board confirmsthat its Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary forshareholders to assess the Group’s performance, business model and strategy.

5. Employees Further information on employees including the Group’s policy on disabled employees and employee involvement can be found in the ‘OurPeople’ section of the Corporate Social Responsibility report.

6. Environmental practices, Greenhouse gas emissions and Community and SocietyFurther information on the Group’s environmental practices, Greenhouse gas emissions and community and society can be found in the‘Environment’ and ‘Community’ and ‘Society’ sections in the Corporate Social Responsibility report.

7. Political donationsNo donations were made for political purposes during the year (2014: £Nil).

8. Directors and their interestsThe Directors of the Company during the year were those shown in ‘Board of Directors’. On 4 March 2016 the Group announced that JohnMcCann will retire as Group Chief Executive at the AGM in May 2016. Richard Huntingford, currently Non-Executive Chairman, will becomeExecutive Chairman from this date. Coline McConville will also retire from the Board at the AGM in May 2016.

In accordance with Article 127 of the Company’s Articles of Association, Executive Directors, S Taunton and N McKeown are required toretire and offer themselves for re-election at the Annual General Meeting in 2016. However, while not mandatory, in line with the Code of FTSE350 recommendations relating to the annual election of Directors by shareholders, the Board has determined that all Directors, bothExecutive and Non-Executive, will be subject to an election process at the Annual General Meeting on 12 May 2016.

The Directors’ interests in the shares of the Company are disclosed in the ‘Report of the Board on Directors’ Remuneration.


GROUP PLCWIRELESS


OrdinaryShares

9,778,0138,902,3267,617,9026,179,4035,844,5885,478,7714,000,0003,883,9873,188,3873,097,483

OrdinaryShares

6,984,2956,858,8045,418,2874,482,6304,174,7053,913,4072,857,1422,774,2762,300,6902,217,294

Percentage ofthat class

10.20%9.28%7.94%6.44%6.09%5.71%4.17%4.05%3.32%3.23%

Percentage ofthat class

10.17%9.99%7.89%6.53%6.08%5.70%4.16%4.04%3.35%3.23%

Fidelity InternationalJO Hambro Capital ManagementAberforth PartnersMiton Asset ManagementGVQ Investment ManagementColumbia Threadneedle InvestmentsMilestone TrustInvesco PerpetualHenderson Global InvestorsJohn McGuckian

NumberThousands

95,903

Value£0004,795Ordinary shares of 5p each

At 31 December 2015 At 30 March 2016


GROUP PLCWIRELESS

The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdomlaw and those International Financial Reporting Standards as adopted by the European Union.

Under Company Law the Directors must not approve the Group financial statements unless they are satisfied that they present fairly the financialposition of the Group and the financial performance and cash flows of the Group for that period. In preparing those Group financial statements,the Directors are required to:

• select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in International Financial Reporting Standards is insufficient toenable users to understand the impact of particular transactions, other events and conditions on the Group’s financial position and financialperformance;

• state that the Group has complied with International Financial Reporting Standards, subject to any material departures disclosed and explained in the financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclosewith reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the Group financial statements complywith the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence fortaking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors’ Statement of Responsibility under theDisclosure and Transparency RulesThe Directors confirm to the best of their knowledge that:

• The Group financial statements, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of Wireless Group plc and the undertakings included in the consolidation taken as a whole; and

• The Directors’ Report together with the Strategic Report and Corporate Social Responsibility report includes a fair review of the developmentand performance of the business and the position of Wireless Group plc and the undertakings included in the consolidation taken as a whole together with a description of the principal risks and uncertainties that they face.

The financial statements were approved by the Board on 31 March 2016 and the above responsibility statement was signed on its behalf by theChairman.


Statement of Directors’ Responsibilities inRelation to the Group Financial Statements

13. Additional information for shareholders (continued)There are no restrictions on the transfer of ordinary shares in the Company other than:

• Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws and market requirements relating to close periods); and

• Pursuant to the Listing Rules of the Financial Services Authority whereby certain employees of the Company require the approval of the Company to deal in the Company’s securities.

The Company’s Articles of Association may only be amended by a special resolution at a general meeting of the shareholders. Directors arereappointed by ordinary resolution at a general meeting of the shareholders. The Board can appoint a Director but anyone so appointed mustbe elected by an ordinary resolution at the next general meeting. Any Director who has held office for more than three years since their lastappointment must offer themselves up for re-election at the Annual General Meeting. Any Non-Executive Director who at the date of theAnnual General Meeting had held office for nine years or more shall be subject to re-election at each Annual General Meeting. However, inline with the Code of FTSE350 recommendations relating to the annual election of Directors by shareholders, the Board has determined thatall Directors, both Executive and Non-Executive, will be subject to an election process at the Annual General Meeting in 2016.

Significant interestsDirectors’ interests in the share capital of the Company are set out in the Report of the Board on Directors’ Remuneration. Major interests (i.e., those greater than 3%) of which the Company has been notified are shown in point 12 to this report.

Directors’ powers to issue or purchase sharesAt the AGM resolutions are passed which allow the Directors to allot equity shares or sell treasury shares for cash or purchase its own shares. Such authority is limited to 5% of the Company’s ordinary shares in issue.

Company share schemesAt 31 December 2015 the UTV Employee Benefit Trust, which is a discretionary trust for the benefit of Group employees, held 53,000 shares(2014: 53,000 shares) being 0.06% (2014: 0.06%) of the issued share capital of the Company. These shares are held to contribute towards theanticipated entitlement of senior executives to the vesting of awards in the long term incentive plans as detailed in the Directors RemunerationReport. The voting rights in relation to these shares are exercised by the trustees.

Change of controlOther than disclosed above the Company is not party to any agreements which take effect, alter or terminate upon a change of control of the Company following a takeover bid. The Company is party to a number of banking agreements, which upon a change of control of the Company can be terminated by the bank upon the provision of 60 days notice.

In the event of change of control of the Company the Directors’ service contracts provide that the Company shall pay remuneration in respect of any unexpired notice period on termination of employment.

14. AuditorsErnst & Young LLP has expressed their willingness to continue in office as auditors and a resolution proposing their re-appointment will besubmitted at the Annual General Meeting.

15. Directors’ statement as to disclosure of information to auditorsThe Directors who were members of the Board at the time of approving the Report of the Directors are listed in the ‘Board of Directors’.Having made enquiries of fellow Directors and of the Company’s auditors, each of these Directors confirms that:• to the best of each Director’s knowledge and belief, there is no information relevant to the preparation of their report of which the

Company’s auditors are unaware, and• each Director has taken all the steps a director may reasonably be expected to have taken to be aware of relevant audit information and to

establish that the Company’s auditors are aware of that information.

By Order of the BoardOrmeau RoadBelfastBT7 1EB

Norman McKeownCompany Secretary31 March 2016


GROUP PLCWIRELESS



GROUP PLCWIRELESS

Overview of our audit approach

Our assessment of risk of material misstatementWe identified the risks of material misstatement described below as those that had the greatest effect on our overall audit strategy, the allocationof resources in the audit and the direction of the efforts of the audit team. In addressing these risks, we have performed the procedures belowwhich were designed in the context of the financial statements as a whole and, consequently, we do not express any opinion on these individualareas.

Report of the Auditorson the Group Financial Statements

Independent auditor’s report to the members of Wireless Group plc

Our opinion on the financial statements

In our opinion:• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2015 and of

the group’s profit for the year then ended;• the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group

financial statements, Article 4 of the IAS Regulation.

What we have audited

The Wireless Group plc’s financial statements comprise:

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and InternationalFinancial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in thepreparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom GenerallyAccepted Accounting Practice), including FRS 101 “Reduced Disclosure Framework”.


GROUP PLCWIRELESS


Parent companyGroup

Group Income Statement for the year ended 31 December 2015

Group Balance Sheet at 31 December 2015

Group Statement of Comprehensive Income for the year ended 31 December 2015

Group Statement of Changes in Equity for the year ended 31 December 2015

Group Cash Flow Statement for the year ended 31 December 2015

Notes 1 to 32 to the Group financial statements for the year ended 31 December 2015

Company Balance Sheet at 31 December 2015

Notes 1 to 11 to the Company financial statements for theperiod ended 31 December 2015

Risks of material misstatement

Audit scope

Materiality

• Revenue recognition• Carrying value of goodwill and intangible assets• Disposal of TV businesses

• We performed an audit of the complete financial information of three components and audit procedures on specific balances for a further eleven components.

• The components where we performed full or specific audit procedures accounted for 96% of the Profit before Tax, 100% of Revenue and 100% of Total assets.

• Overall Group materiality of £537,000 which represents 5% of PBT pre-exceptional items.

Our response to the risk What we concluded to the Audit CommitteeRisk

Revenue Recognition (£75m, PY £82m)

Refer to the Audit Committee Report (page 34)and Notes 2 and 3 to the Consolidated FinancialStatements

Auditing standards require that we considerthe risk of fraud or management override ofinternal controls in revenue recognition.

We have evaluated that the key risks ofrevenue misstatement due to managementoverride, fraud and error specifically relatesto: • the recognition of revenues from major

advertising sales contracts which incorporate pricing and other features related to more than one year as this involves judgement over the amount and timing of revenues recognised under these contracts;

• the claw back of advertising revenues where the pricing is based upon audienceratings as this involves judgement over the amount of any revenues to be potentially rebated;

• the recognition of revenues from digital services as this involves judgement over future cost elements and the percentage of completion;

• manual journal adjustments to revenues made as a result of overriding existing processes or controls.

In relation to the revenue recognition riskarising from major advertising salescontracts which incorporate pricing and otherfeatures related to more than one year we:• reviewed the terms of these contracts to

identify and understand the pricing and performance obligations under these contracts;

• discussed with management the business rationale for these arrangements;

• considered the appropriateness of management’s revenue recognition policies in respect of those contracts in light of the requirements of IAS 18 “Revenues” (“IAS 18”);

• assessed the reasonableness of the timing and amount of revenue recognisedin the year ended 31 December 2015 in light of these policies and IAS 18’s requirements; and

• substantively tested a sample of revenue transactions.

We also selected a sample of otheradvertising and sponsorship sales contractsacross the Group’s components andperformed the above procedures.

Based on our procedures we did not identifyany material errors in the recognition ofrevenue in the year ended 31 December2015.


GROUP PLCWIRELESS



GROUP PLCWIRELESS



Carrying value of goodwill and intangiblesassets with indefinite lives – 31 December2015: £166.7m (31 December 2014:£172.2m)

Refer to the Audit Committee Report (page 34)and Notes 15 and 16 to the ConsolidatedFinancial Statements

The Group has significant goodwill andintangible assets with indefinite lives (At 31December 2015 - £166.7m) that are requiredto be tested annually for impairment. We focused on this area due to both thesignificance of the carrying value of theseassets and because the recoverable value ofthese assets is based on forecasting anddiscounting future cash flows usingassumptions which are inherentlyjudgemental and which could be influencedby management bias.

The significant assumptions and theirrationale are disclosed in Note 16 to theGroup financial statements.

In respect of advertising revenue rating clawback risk, we reviewed management’sestimates of the amount of revenues to bepotentially rebated and challenged theappropriateness of assumptions made bymanagement following the outcome ofsimilar assumptions made at the prior yearend.

In relation to digital services revenuerecognition risk, we reviewed management’sestimates of the percentage of completionand future costs to be incurred andchallenged the appropriateness ofassumptions made by managementfollowing the outcome of similarassumptions made at the prior year end.

In relation to the revenue manual journalentry risk, we selected a sample of journalentries recorded in the general ledger andother adjustments made in the preparationof the financial statements (including thosein respect of revenues) and considered theappropriateness and validity of manualjournal entries posted around the year end.For transactions close to the period end wetested that cut-off procedures wereappropriately applied.

We performed audit procedures on theimpairment models prepared for all CGUs.

We obtained and considered management’simpairment testing, considering thecalculation methodology, sources for keyassumptions and sensitivities applied.

We challenged the key assumptions behindeach impairment model (including whererelevant an assessment of the historicalaccuracy of management’s forecasting),being discount rate, long term growth rateand revenue growth.

As part of our work we utilised EY valuationsspecialists to assist in our assessment ofmanagement’s impairment models.

Based on our procedures, we consider thecash flow and discount rate assumptionsused by management in The Wireless Groupimpairment models for the continuing CGUsare within acceptable ranges and thatreasonably possible changes in the keyassumptions would not cause animpairment to arise.

The financial statement disclosures,particularly those in Note 16 to theConsolidated financial statements,materially comply with the applicablerequirements of the accounting standards.


As a consequence of the recognition of animpairment charge in respect of the RadioIreland cash generating unit (“CGU”) in 2011and challenging market conditions within theRepublic of Ireland in 2012 and 2013, thecarrying value of goodwill and intangiblesassets allocated to that CGU had in recentyears closely matched its recoverableamount. Although market conditions withinthe Republic of Ireland improved during 2014and 2015 the Radio Ireland businesscontinues to experience limited growth whichhas been offset by cost management andconsequently the extent to which therecoverable amount of that CGU’s goodwilland intangibles assets exceeds their carryingvalue has remained stable. However, as thisexcess remains modest we continued toapply an increased focus on management’sannual impairment review in respect of thatCGU.

Disposal of TV businesses

Refer to the Audit Committee Report (page 34)and Note 32 to the Consolidated FinancialStatements

In the current year we identified a new riskrelating to the disposal of the TV businesses.In February 2016 the Group completed thesale of UTV Limited and UTV Ireland Limitedto ITV Broadcasting Limited. This resulted inthe assets, liabilities and result of the disposalgroup are subject to the measurement andpresentation requirements of IFRS 5 – Non Current Assets Held for Sale andDiscontinued Operations

We further considered management’ssensitivity analysis showing the impact of areasonable change in impairmentassumptions to determine whether animpairment charge was required. Thisconsideration included undertaking our ownsuch sensitivity analysis in respect of each ofthe Group’s CGUs, with increased focus onthe Radio Ireland CGU, including scenariosgenerated based upon external analystreports and internal EY economic projections. We ensured that the financial statementdisclosures, particularly those in Note 16 tothe Group financial statements, met therequirements of accounting standards.

We assessed the presentation and disclosureof the activities of these businesses in view ofthe requirements of IFRS5.

We reviewed management’s determinationof the assets and liabilities which constitutethe disposal group and similarly reviewed thedate at which the decision to deem thoseassets and liabilities as a disposal group wasmade.

We ensured that management had assessedthat the value of the disposal group is thelower of the carrying value of the assets andfair value less costs to sell (“FVLCS”.)

We reviewed the consequential disclosureimpact on other areas within the financialstatements including the chairman’sstatement and segmental analysis.

Based on our procedures we did not identifyany material errors in the treatment of thedisposal of the TV businesses in the yearended 31 December 2015.

No impairments arose from thisassessment.

The first two risks above are consistent with those in the prior year. The third risk is new in the current year as outlined above. In 2014 the valuationof the defined benefit pension scheme assets and liabilities was also considered to be an area of focus. However, as there have been no changesto the financial or demographic assumptions in 2015 and the pension asset (£54k) forms part of the assets of the disposal group, auditing thisasset no longer constitutes a significant proportion of audit effort or audit strategy.


GROUP PLCWIRELESS

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that theaggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that performancemateriality was 50% of our planning materiality, namely £268,500. Our objective in adopting this approach was to ensure that total detected andundetected audit differences in all accounts do not exceed our materiality level.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken basedon a percentage of total performance materiality. The performance materiality set for each component is based on the relative scale and risk ofthe component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year, the range ofperformance materiality allocated to components was £25,000 to £191,000.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of 5% of planning materiality (£25,000),as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevantqualitative considerations in forming our opinion.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance thatthe financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether theaccounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequatelydisclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with theaudited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, theknowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencieswe consider the implications for our report.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement set out on page 65, the directors are responsible for the preparation of thefinancial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financialstatements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply withthe Auditing Practices Board’s Ethical Standards for Auditors.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our auditwork 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 reportand for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company andthe company’s members as a body, for our audit work, for this report, or for the opinions we have formed.


The scope of our audit

Tailoring the scopeFollowing our assessment of the risk of material misstatement to the Group financial statements, we selected fourteen (2014: fourteen) componentswhich represent the principal business units within the Group’s three reportable segments. Two of these reportable components have been classifiedas discontinued operations for the year.

Of the fourteen components selected we performed an audit of the complete financial information of four components (full scope components),which were selected based on their size or risk characteristics. For the remaining ten selected components (specific scope components) weperformed audit procedures on specific accounts within the component that we considered had the potential for the greatest impact on the amountsin the group financial statements either because of the size of these accounts or their risk profile.

The twelve components designated as continuing account for 100% of revenue (2014: 100%), 96% of profit before tax from continuing operations(2014: 97%) and 90% of total assets (2014:87%), although for components where a specific scope audit was performed, not all balances thatcomprise these coverage percentages have been audited.

For the current year, the continuing full scope components contributed 72% of the Group’s revenue (2014: 72%), 101% of the Group’s profit beforetax from continuing operations (2014: 96%) and 17% of the Group’s total assets (2014:18%). The specific scope components contributed 28% of theGroup’s revenue (2014: 28%), 5% of the Group’s profit before tax from continuing operations (2014: 1%) and 73% of the Group’s total assets (2014:69%).

The audits of these components are performed at a materiality level calculated by reference to a proportion of the Group materiality appropriate tothe relevant account size, risk profile, changes in the business environment and other factors for the business concerned. In the current year, therange of performance materiality allocated to components was £25,000 to £191,000.

In addition, certain Group functions including those covering intangibles, taxation, pensions, long term incentive plans and the Parent Companywere subject to a full scope audit by the Group audit team. In order to support our conclusion that there were no significant risks of materialmisstatement of the aggregated financial information of the remaining business units not subject to a full or specific scope audit, which primarilyrelate to associates and joint ventures, we tested the consolidation process, carried out analytical procedures and performed selected substantiveprocedures for any significant balance sheet items in excess of performance materiality at the Group level.

Involvement with component teams The Senior Statutory Auditor of the Group leads the audit for two of the components which accounts for 109% of profit before tax from continuingoperations. The audit of the remaining twelve components designated as continuing is led by a partner and conducted by audit teams from thesame office as the Senior Statutory Auditor of the Group and the Group audit team. This enables the Group audit team and each component auditteam to operate on an integrated basis throughout the audit process, including for example shared access to audit working papers, regularcommunication and discussion of issues arising during component audits including particular focus on the revenue recognition risk referred toabove, attendance by component teams at Group audit meetings, and attendance by the Group Senior Statutory Auditor and Group audit team atmeetings between the component audit team and component management.

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and informing our audit opinion.

MaterialityThe magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions ofthe users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be £537,000, which is 5% of profit before tax from continuing operations and excluding exceptionalitems. We have used profit before tax from continuing operations, as we consider this measure, which is a key financial performance indicator forthe Group, to be a key driver of current and future business value and therefore a focus for shareholders. We excluded the £6.9m exceptional profiton sale of subsidiary as it is non-recurring in nature.

During the course of our audit, we reassessed initial materiality from an amount of £498,000 based on pre year end forecasts to the amount indicatedabove once actual results were available.


GROUP PLCWIRELESS



GROUP PLCWIRELESS

Statement on the Directors’ Assessment of the Principal Risks that Would Threaten the Solvency or Liquidityof the Entity

Keith Jess (Senior Statutory Auditor)

For and on behalf of Ernst & Young LLP, Statutory Auditor

Belfast

1 April 2016


Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

• the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is

consistent with the financial statements.

Matters on which we are required to report by exception


GROUP PLCWIRELESS


ISAs (UK and Ireland)reporting

Companies Act 2006 reporting

Listing Rules reviewrequirements

We have no exceptionsto report.



We are required to report to you if, in our opinion, financial and non-financialinformation in the annual report is: • materially inconsistent with the information in the audited financial

statements; or • apparently materially incorrect based on, or materially inconsistent with,

our knowledge of the Group acquired in the course of performing our audit; or

• otherwise misleading.

In particular, we are required to report whether we have identified anyinconsistencies between our knowledge acquired in the course of performingthe audit and the directors’ statement that they consider the annual report andaccounts taken as a whole is fair, balanced and understandable and providesthe information necessary for shareholders to assess the entity’s performance,business model and strategy; and whether the annual report appropriatelyaddresses those matters that we communicated to the audit committee thatwe consider should have been disclosed.

We are required to report to you if, in our opinion:• adequate accounting records have not been kept by the parent company,

or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

We are required to review:• the directors’ statement in relation to going concern, set out on page 62,

and longer-term viability, set out on page 14; and• the part of the Corporate Governance Statement relating to the company’s

compliance with the provisions of the UK Corporate Governance Code specified for our review.

ISAs (UK and Ireland)reporting

We are required to give a statement as to whether we have anything materialto add or to draw attention to in relation to:• the directors’ confirmation in the annual report that they have carried out a

robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity;

• the disclosures in the annual report that describe those risks and explain how they are being managed or mitigated;

• the directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting inpreparing them, and their identification of any material uncertainties to theentity’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and

• the directors’ explanation in the annual report as to how they have assessedthe prospects of the entity, over what period they have done so and why theyconsider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the entity will be able to continue inoperation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We have nothingmaterial to add or todraw attention to.


GROUP PLCWIRELESS

Group Statement of Comprehensive IncomeFor the year ended 31 December 2015

Continuing operationsRevenueOperating costs

Operating profit from continuing operationsbefore tax and finance costs

Share of results of associates and joint ventureProfit on sale of group undertaking

Profit from continuing operations before taxand finance costs

Finance revenueFinance costsForeign exchange loss

Profit from continuing operations before tax

Taxation

Profit from continuing operations after tax

Discontinued operations(Loss)/profit from discontinued operations

Profit for the year

Attributable to:Equity holders of the parentNon-controlling interest

Earnings per shareContinuing operationsBasicDilutedAdjustedDiluted adjusted

Continuing and discontinued operationsBasicDilutedAdjustedDiluted adjusted


GROUP PLCWIRELESS

Group Income StatementFor the year ended 31 December 2015

Results before

Exceptional Items2015

£000

75,074(62,571)

12,503

475-

12,978

37(2,221)

(58)–––––––

10,736

(2,220)–––––––

8,516

(5,251)–––––––

3,265–––––––

3,068197

–––––––3,265

–––––––

Resultsbefore

ExceptionalItems2014

(restated)£000

82,422(68,601)

13,821

314

–––––––

14,135

50(2,220)

(50)–––––––

11,915

(2,672)–––––––

9,243

4,557–––––––

13,800–––––––

13,643157

–––––––13,800

–––––––

Notes

34

5

3

89

3

10

11

12121212

12121212

Exceptional Items2015

£000

--

-

-

6,871–––––––

6,871

---

–––––––6,871

2,191–––––––

9,062

(24)–––––––

9,038–––––––

9,038-

–––––––9,038

–––––––

ExceptionalItems2014

£000

--

-

--

––-

---

–––––––-

-–––––––

-

-–––––––

-–––––––

--

–––––––-

–––––––

2015

18.13p18.08p8.68p8.65p

12.63p12.59p3.26p3.25p

Total2015

£000

75,074(62,571)

12,503

4756,871–––––––

19,849

37(2,221)

(58)–––––––

17,607

(29)–––––––

17,578

(5,275)–––––––

12,303––––––

12,106197

–––––––12,303

––––––

Total2014

(restated)£000

82,422(68,601)

13,821

314-

–––––––14,135

50(2,220)

(50)–––––––

11,915

(2,672)–––––––

9,243

4,557–––––––

13,800––––––

13,643157

–––––––13,800

––––––

2014(restated)

9.48p9.43p9.48p9.43p

14.23p14.16p14.42p14.35p

Profit for the year

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:Exchange difference on translation of foreign operationsIncome tax relating to items that may be reclassified

Other comprehensive loss for the year, net of tax

Other comprehensive income for the year from discontinued operations, net of tax

Total comprehensive income for the year, net of tax

Attributable to:Equity holders of the parent – continuing operationsEquity holders of the parent – discontinued operationsNon-controlling interest

Notes

28

28

2015

£000

12,303

(2,579)32

(2,547)

(2,547)

1,072

10,828

14,834(4,203)

197

10,828

2014(restated)

£000

13,800

(3,444)(32)

(3,476)

(3,476)

353

10,677

5,6104,910

157

10,677


GROUP PLCWIRELESS

Group Cash Flow StatementFor the year ended 31 December 2015


GROUP PLCWIRELESS

Group Balance SheetAt 31 December 2015

ASSETSNon-current assetsProperty, plant and equipmentIntangible assetsInvestments accounted for using the equity methodDeferred tax asset

Current assetsInventoriesTrade and other receivablesFinancial assetCash and short term deposits

Assets of disposal group

TOTAL ASSETS

EQUITY AND LIABILITIESEquity attributable to equity holders of the parentEquity share capitalCapital redemption reserveTreasury sharesForeign currency reserveRetained earnings

Equity attributable to equity holders of the parent

Non-controlling interest

TOTAL EQUITY

Non-current liabilitiesFinancial liabilitiesPension liabilityProvisionsDeferred tax liabilities

Current liabilitiesTrade and other payablesFinancial liabilitiesTax payableProvisions

Liabilities of disposal group

TOTAL LIABILITIES

TOTAL EQUITY AND LIABILITIES

Notes

14151710

18192021

11

28282828

23302510

2223

25

11

2015£000

5,701166,696

1,053719

174,169

1,58416,986

-9,934

28,504

22,611

225,284

55,55750

(104)989

51,958

108,450

114

108,564

52,322-

38130,853

83,556

19,4463,4221,397

665

24,930

8,234

116,720

225,284

2014£000

17,360172,163

9001,531

191,954

2,39023,502

27512,886

39,053

-

231,007

55,55750

(104)3,571

45,428

104,502

53

104,555

55,3991,971

37234,266

92,008

28,0583,6681,909

809

34,444

-

126,452

231,007

The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2016. They were signed on its behalf by:

Richard Huntingford Norman McKeown

Operating activitiesProfit before tax (i)Adjustments to reconcile profit before tax to

net cash flows from operating activitiesForeign exchange loss/(gain)Net finance costs Share of results of associates and joint ventureConsideration receivable from disposal of discontinued

operationsExceptional profit on the sale of group undertakingDepreciation of property, plant and equipmentLoss from sale of property, plant and equipmentShare based paymentsDifference between pension contributions paid and amounts

recognised in the income statementIncrease in inventoriesIncrease in trade and other receivables(Decrease)/increase in trade and other payables(Decrease)/increase in provisions

Cash generated from operations before exceptional costs

Tax paid

Net cash inflow from operating activities

Investing activitiesInterest receivedProceeds on disposal of property, plant and equipmentPurchase of property, plant and equipmentIncome received from associates and joint ventureProceeds from the disposal of discontinued operationsProceeds from disposal of a group undertaking

Net cash flows from investing activities

Financing activitiesBorrowing costsDividends paid to equity shareholdersDividends paid to non-controlling interestsAcquisition of treasury sharesRepayment of borrowingsProceeds from borrowings

Net cash flows used in financing activities

Net (decrease)/increase in cash and cash equivalents

Net foreign exchange differencesCash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

Notes

14

21

2015£000

13,404

442,239(475)

-

(6,871)3,016

12266

(740)

(1,138)(4,188)

(303)(135)

5,131

(2,790)

2,341

419

(3,171)321325

9,542

7,067

(2,311)(6,909)

(136)-

(3,611)687

(12,280)

(2,872)

(80)12,886

9,934

2014£000

17,044

752,357(272)

(1,175)

-1,936

32303

(2,454)

(632)(1,031)4,783

70

21,036

(2,480)

18,556

5120

(7,622)235900

-

(6,416)

(1,816)(6,766)

(210)(506)

(3,940)3,879

(9,359)

2,781

(80)10,185

12,886

(i) Includes both continuing and discontinued operations.

Treasuryshares

£000

(123)

-

-

-

(506)525

--

(104)

-

-

-

-

--

(104)

Foreigncurrencyreserve

£000

6,950

-

(3,379)

(3,379)

----

3,571

-

(2,579)

(3)

(2,582)

--

989

Retainedearnings

£000

38,531

13,643

256

13,899

-(525)303

(6,780)

45,428

12,106

32

1,075

13,213

266(6,949)

51,958

Shareholderequity£000

100,965

13,643

(3,123)

10,520

(506)-

303(6,780)

104,502

12,106

(2,547)

1,072

10,631

266(6,949)

108,450

Non-controlling

interest£000

106

157

-

157

---

(210)

53

197

-

-

197

-(136)

114

Total£000

101,071

13,800

(3,123)

10,677

(506)-

303(6,990)

104,555

12,303

(2,547)

1,072

10,828

266(7,085)

108,564

Capitalredemption

reserve£000

50

-

-

-

----

50

-

-

-

-

--

50

Equity share

capital£000

55,557

-

-

-

----

55,557

-

-

-

-

--

55,557


GROUP PLCWIRELESS

The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 December2015. The Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adoptedby the European Union as they apply to the financial statements of the Group for the year ended 31 December 2015 and applied in accordancewith the Companies Act 2006.

The Group has adopted the following new standards that are relevant for the preparation of the financial statements for the year ended 31December 2015: Amendment to IAS 19: Employee Contributions, IFRS Improvements 2010 – 2012 Cycle and IFRS Improvements 2011 – 2013Cycle. The application of these new standards effective from 1 January 2015 has not had an impact on the Group’s financial statements. In October 2015 the Group entered into a conditional agreement to sell its Television business to ITV. The sale of this business was completedon 29 February 2016. Consequently the Group Income Statement reflects the classification of this business as discontinued operations for both2015 and 2014. The 2014 discontinued figures also include the results of certain New Media businesses which were classified as discontinuedin the 2014 financial statements.

The Group and Company financial statements are presented in sterling and all values are rounded to the nearest thousand (£000) except when otherwise indicated.

Basis of consolidationThe Group financial statements comprise the financial statements of Wireless Group plc (‘the Company’) and its subsidiaries (together, ‘theGroup’). The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accountingpolicies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

A subsidiary is an entity controlled, either directly or indirectly, by the Company. An investor controls an investee when it is exposed, or hasrights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of a subsidiary acquired during the period are included in the Group’s results from the effective date on which control is transferredto the Group. The results of a subsidiary sold during the period are included in the Group’s results up to the effective date on which control istransferred out of the Group. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions,have been eliminated in full.

Judgements and key sources of uncertaintyThe preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amountsreported for assets and liabilities as at the balance sheet date and the amounts reported for the revenues and expenses during the year. However,the nature of estimation means that actual outcomes could differ from those estimates.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets andliabilities within the next financial year are the measurement and impairment of indefinite life intangible assets (including goodwill) and themeasurement of defined benefit pension obligations. The Group determines whether indefinite life intangible assets are impaired on an annualbasis and this requires an estimation of the value in use of the cash generating units to which the intangible assets are allocated. This involvesestimation of future cash flows and choosing a suitable discount rate (note 16). Measurement of defined benefit pension obligations requiresestimation of future changes in salaries and inflation, as well as mortality rates and the selection of a suitable discount rate (note 30).

Foreign currency translationThe financial statements for each of the Group’s subsidiaries, joint ventures and associates are prepared using their functional currency. Thefunctional currency is the currency of the primary economic environment in which an entity operates.

On consolidation, the results of foreign operations are translated into sterling at the average exchange rate for the period and their assets andliabilities are translated into sterling at the exchange rate ruling on the balance sheet date. Currency translation differences, including thoseon monetary items that form part of a net investment in foreign operations, are recognised in the currency translation reserve.

In the event that a foreign operation is sold, the gain or loss on disposal recognised in the income statement is determined after taking intoaccount the cumulative currency translation differences that are attributable to the operation.

1. Corporate information The Group’s financial statements for the year ended 31 December 2015 were authorised for issue by the Board of the Directors on 31 March2016 and the balance sheets were signed on the Board’s behalf by Richard Huntingford and Norman McKeown. Wireless Group plc is a publiclimited company incorporated in Northern Ireland (NI 065086). The Company’s ordinary shares are traded on the London Stock Exchange andthe Irish Stock Exchange.

The principal activities of the Group are described in the Strategic Report.

2. Summary of accounting policies Basis of preparation and statement of compliance with IFRSs

Notes to the Group Financial StatementsFor the year ended 31 December 2015


GROUP PLCWIRELESS

Group Statement of Changes in EquityFor the year ended 31 December 2015

At 1 January 2014

Profit for the year

Other comprehensive (loss)/income in theyear [note 28]

Total net comprehensive (loss)/income inthe year

Acquisition of treasury sharesTreasury shares issuedShare based paymentEquity dividends paid

At 31 December 2014

Profit for the year

Other comprehensive (loss)/income in theyear [note 28]Other comprehensive income fromdiscontinued operations

Total net comprehensive (loss)/income inthe year

Share based paymentEquity dividends paid

At 31 December 2015


GROUP PLCWIRELESS

Intangible assetsIntangible assets acquired separately are capitalised at cost and those arising from a business acquisition are capitalised at fair value as at thedate of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangibleassets are assessed to be either finite or indefinite. Where amortisation is charged on assets with finite lives, this expense is taken to the incomestatement.

Intangible assets created within the business are not capitalised and expenditure is charged against profits in the year in which the expenditureis incurred. Intangible assets are tested for impairment annually either individually or at the cash generating unit level.

Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. A summary of thepolicies applied to the Group’s intangible assets is as follows:• Value attributable to radio licences acquired - indefinite life• Customer relationships were amortised evenly over their expected useful lives of three years• Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and

the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.

GoodwillBusiness combinations are accounted for using the acquisition method. The costs of an acquisition is measured as the aggregate of theconsideration transferred, measured at the acquisition date fair value and the amount of any non-controlling interest in the acquiree. Acquisitioncosts incurred are expensed and included in operating costs.

Any contingent consideration to be transferred by the Group will be recognised at fair value at the acquisition date. Subsequent changes to thefair value will be recognised in accordance with IAS39 either within the Income Statement or in other comprehensive income.

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the Group’s interest in the netfair value of the identifiable assets, liabilities and contingent liabilities. Identifiable intangible assets, meeting either the contractual-legal orseparability criterion are recognised separately from goodwill. Following initial recognition, goodwill is measured at cost less any accumulatedimpairment losses. Goodwill in respect of an acquired subsidiary is recognised as an intangible asset. Goodwill in respect of an acquiredassociate or joint venture is included within investments accounted for using the equity method.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may beimpaired.

Where the fair value of the interest acquired in an entity’s assets, liabilities and contingent liabilities exceeds the consideration paid, the excessis recognised immediately as a gain in the income statement.

As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’ssynergies. Impairment is determined by assessing the recoverable amount of the cash generating unit, to which the goodwill relates. Wherethe recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is recognised. Where goodwill formspart of a cash generating unit and part of the operation within that unit are disposed of, the goodwill associated with the operation disposed ofis included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in thiscircumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash generating unit retained.

As permitted by IFRS 1, the Group elected not to apply IFRS ‘Business Combinations’ to business combinations that were recognised before 1January 2004. As a result, goodwill recognised as an asset under UK GAAP as at 1 January 2004 has not been revised retrospectively to identifyand extract intangible assets to be recognised separate from goodwill.

Impairment of assetsThe Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or whenannual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverableamount is the higher of an asset’s or cash generating unit’s fair value less costs to sell and its value in use and is determined for an individualasset unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverableamount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate thatreflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operationsare recognised in the income statement within a separate line item before operating profit from continuing operations before tax and financecosts.


2. Summary of accounting policies (continued)In the Cash Flow Statement, the cash flows of foreign operations are translated into sterling at the average exchange rate for the period.As permitted by IFRS 1, the Group elected to deem cumulative currency translation differences to be £Nil as at 1 January 2004. Accordingly, thegain or loss on disposal of a foreign operation does not include currency translation differences arising before 1 January 2004.

Investment in associateThe Group’s investment in its associates is accounted for under the equity method of accounting. An associate is an entity in which the Grouphas significant influence and which is neither a subsidiary nor a joint venture. The financial statements of the associates for the 12 monthsending 31 December are used by the Group to apply the equity method. Where necessary, adjustments are made to recognise the Group’sshare of any audit adjustments recognised in the audited financial statements of the associate not previously recognised in the Group financialstatements. The associates use consistent accounting policies as the Group. The investment in associate is carried in the balance sheet at costplus post-acquisition changes in the Group’s share of net assets of the associate, less any impairment in value. The income statement reflectsthe share of the results of operations of the associate. Where there has been a change recognised directly in the associates’ equity, the Grouprecognises its share of any changes and discloses this, when applicable in the statement of comprehensive income.

Investment in joint ventureThe Group has a contractual arrangement with another party which represents a joint venture. This takes the form of an agreement to sharecontrol over another entity.

The Group recognises its interest in the joint venture’s assets and liabilities using the equity method of accounting. The investment in jointventure is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture, less anyimpairment in value. The Group income statement reflects the share of the results of operations of the joint venture.

The joint venture has a financial reporting year ending 30 September. The financial statements of the joint venture for the 12 months ending 31December are used by the Group to apply the equity method. Where necessary, adjustments are made to recognise the Group’s share of anyaudit adjustments recognised is the audited financial statements of the joint venture not previously recognised in the Group financial statements.The joint venture uses consistent accounting policies as the Group.

Property, plant and equipmentProperty, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Cost includes borrowing costs forlong term construction projects if recognition criteria are met.Depreciation is calculated on a straight-line basis to charge the depreciable amount to the income statement over the estimated useful life ofthe asset at the following rates:

• Freehold and long leasehold buildings: 4 - 5%• Leasehold improvements: 10 - 15%• Equipment and vehicles : 10 - 33% depending on type

The residual values are based on prices prevailing at the balance sheet date. Useful lives and residual values are reviewed annually and anyadjustments applied prospectively.

No provision for depreciation is made in respect of freehold land.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate thecarrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount,the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of property, plant and equipmentis the greater of net selling price and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independentcash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Impairment losses are recognisedin the income statement.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from thecontinued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceedsand the carrying amounts of the item) is included in the income statement in the year the item is derecognised.


GROUP PLCWIRELESS


2. Summary of accounting policies (continued)


GROUP PLCWIRELESS

The Group also operates defined contribution pension schemes. Contributions are charged to the income statement as they become payablein accordance with the scheme’s rules.

LeasesLeases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operatinglease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

Treasury sharesWireless Group plc shares held by the Group are classified in shareholders’ equity as ‘treasury shares’ and are recognised at cost. Considerationreceived for the sale of such shares is also recognised in equity with any difference between the proceeds from sale and the original cost beingtaken to revenue reserves. No gain or loss is recognised in the performance statements on the purchase, sale, issue or cancellation of equityshares.

Borrowing costsBorrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of timeto get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in theperiod they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Exceptional itemsThe Group presents as exceptional items on the face of the income statement, those material items of income and expense which, because ofthe nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand betterthe elements of financial performance in the year, so as to facilitate comparison with prior periods and to better assess trends in financialperformance.

RevenueRevenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.Key classes of revenue are recognised on the following basis:• Advertising and sponsorship: on transmission• Provision of internet and digital infrastructure services: on delivery• Provision of other sundry services: on delivery • Interest: as interest accrues using the effective interest method

Share based paymentsThe Group has a long term incentive share scheme under which it makes equity-settled share-based payments to eligible employees. The costof equity-settled share-based payments are measured at fair value at the date of grant and recognised as an expense over the vesting period,which ends on the date on which the employees become fully entitled to the reward.

Fair value is estimated using appropriate models for the particular awards under consideration. In valuing equity settled transactions, noaccount is taken of any vesting conditions, other than the performance conditions linked to the price of the shares of the Company (marketconditions). Any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered tobe non-vesting conditions. These are also taken into account in determining the grant date fair value.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon amarket or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied,provided that all other performance and/or service conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expiredand management’s best estimate of the number of the achievement or otherwise of non-market vesting conditions and of the number of equityinstruments that will ultimately vest, or in the case of an instrument subject to a market condition, be treated as vesting. The movement incumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.

Where the terms of an equity-settled payments award are modified or a new award is designated as replacing a cancelled or settled award, thecost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised overthe remainder of the new vesting period for the incremental fair value of the modification, based on the difference between the fair value oforiginal award and the fair value of the modified award, both as measured at the date of modification. No reduction is recognised if this differenceis negative.


2. Summary of accounting policies (continued)An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longerexist or may have decreased. If such indications exist, the recoverable amount is estimated. A previously recognised impairment loss is onlyreversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss wasrecognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceedthe carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluationincrease. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less anyresidual value, on a systematic basis over its remaining useful life.

Programmes and sundry stocksProgrammes completed but not transmitted and programmes in the course of production are recognised within inventories at cost. Acquiredprogramme rights are recognised within inventories at the lower of purchase cost and net realisable value on the commencement of the periodof each broadcast right. All programme costs are recognised in the income statement on a straight line basis over the period of transmission.Sundry stocks are valued at the lower of purchase cost and net realisable value. Net realisable value is the estimated selling price less applicableselling expenses.

Trade and other receivablesTrade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for anyuncollectible amounts. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balancesare written off when the probability of recovery is assessed as being remote.

Cash and cash equivalentsCash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity ofthree months or less.

For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, netof outstanding bank overdrafts.

Interest bearing loans and borrowingsObligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at thefair value of consideration received less directly attributable transaction costs.After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognised in net profit or loss when the liabilities are derecognised or impaired, as well as through the amortisationprocess.

ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflowof resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of theobligation. Provisions are determined by the expected cash flows which, where material, are discounted at a rate which reflects current marketassessments of the time value of money and the risks specific to the liability.

Pensions and other post employment benefitsThe Group operates a defined benefit pension scheme which requires contributions to be made to separately administered funds. The cost ofproviding benefits under the plan is determined using an independent actuarial valuation. This is based on the projected unit credit method andis recognised in accordance with the advice of a qualified actuary. Past service costs resulting from enhanced benefits are recognised on astraight-line basis over the vesting period or immediately if the benefits have vested.

Re-measurement gains and losses, and taxation thereon, are recognised in other comprehensive income and are not re-classified to profit orloss in subsequent periods. Re-measurements comprise actuarial gains and losses, the return on plan assets (excluding amounts included innet interest) and changes in the amount of any asset restrictions. Actuarial gains and losses may result from differences between the actuarialassumptions underlying the plan liabilities and actual experience during the year or changes in the assumptions used in the valuation of theplan liabilities.

The defined benefit liability or asset recognised in the balance sheet comprises the present value of the benefit obligation using a discount ratebased on appropriate high quality corporate bonds, at the balance sheet date, minus any past service costs not yet recognised, minus the fairvalue of the plan assets, if any, at the balance sheet date. Where the plan is in surplus, the asset recognised is limited to the amount which theGroup expects to recover by way of refunds or reduction in future contributions.


GROUP PLCWIRELESS




GROUP PLCWIRELESS

The Group measures financial instruments such as derivatives at fair value on the date on which a derivative contract is entered into withsubsequent re-measurement at fair value at each balance sheet date. The fair value of derivative financial instruments is based on appropriatevaluation techniques which use market observable inputs such as prevailing market rates at each balance sheet date. Derivatives are carriedas financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedgeaccounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedginginstrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes inthe hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedgedrisk. Such hedges are expected to be highly effective in achieving offsetting changes in fair values or cash flows and are assessed on an ongoingbasis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Changes in the fair value of derivative financial instruments which are designated as effective hedges of future cash flows are recognised directlyin equity and the ineffective portion is recognised immediately in the income statement. If the cash flow hedge of a firm commitment orforecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gainsor losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability. Forhedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the income statement in thesame period in which the hedged item affects net profit or loss.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement asthey arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedgeaccounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity until the forecastedtransaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred tothe income statement.

DividendsFinal dividends are recorded in the Group’s accounts in the period in which they are approved by the Company’s shareholders. Interim dividendsare recorded in the period in which they are paid.

New standards and interpretations not applied IASB and IFRIC have issued the following standards and interpretations which are considered as relevant to the Group with an effective date(based on European Union adoption) after the date of these financial statements.

International Accounting Standards (IAS / IFRSs) Effective date*IFRS 16 - Leases 1 January 2019IFRS 9 (2014) - Financial Instruments: Classification and Measurement 1 January 2018**IFRS 15 – Revenue from Contracts with Customers 1 January 2018*Amendments to IAS 12: Income Taxes 1 January 2017Amendments to IAS 7: Statement of Cash Flows 1 January 2017IFRS Improvements 2012 – 2014 Cycle 1 January 2016Amendments to IAS1: Disclosure Initiative 1 January 2016Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations 1 January 2016

* For periods beginning on or after. The effective dates given above are those in the original IASB/IFRIC standards unless the standard has already been endorsed by the EU in which case the date given is the mandatory effective date for adoption in the EU.


2. Summary of accounting policies (continued)Where an equity-settled award is cancelled (where non-vesting conditions within the control of either the entity or the employee are not met), itis treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is expensed immediately. Anycompensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fairvalue being treated as an expense in the income statement.

TaxationThe tax expense represents the sum of tax currently payable or recoverable in respect of the taxable profit or loss for the period plus any deferredtax charge or credit.

Current taxationCurrent tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on taxrates and laws that are enacted or substantively enacted by the balance sheet date.

Deferred taxationDeferred tax is provided in full, using the liability method, on temporary differences at the balance sheet date between the tax bases of assetsand liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences:• except where the deferred tax liability arises from goodwill or the initial recognition of an asset or liability in a transaction that is not a

business ombination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures,

except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to theextent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unusedtax assets and unused tax losses can be utilised:• except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or

liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint venture, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable thatsufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liabilityis settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.Tax relating to items recognised directly in equity is also recognised directly in equity either in the statement of other comprehensive income orthe statement of changes in equity in line with recognition of the item to which the tax relates.

Sales taxationRevenues, expenses and assets are recognised net of the amount of sales tax except:• where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the sales

tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and• receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balancesheet.

Derivative financial instruments and hedging activities During the year the Group entered into new foreign exchange forward contracts designed to hedge against the risks of fluctuation in foreignexchange rates for forecast sterling transactions within a subsidiary with Euro as its functional currency. These contracts are classified as cashflow hedges as they hedge the exposure to variability in cash flows attributable to a particular risk associated with a highly probable forecasttransaction. These foreign exchange forward contracts are held by UTV Ireland which is classified as a discontinued operation in these financialstatements. The Group had no derivative financial instruments in 2014.


GROUP PLCWIRELESS




GROUP PLCWIRELESS


3. Revenue and segmental analysisThe first phase of IFRS 9, which addressed classification and measurement of financial assets was published in November 2009, and wassubsequently amended in October 2010 and November 2013, to include classification and measurement requirements of financial liabilitiesand hedge accounting requirements. IFRS 9 (2013) has a tentative mandatory effective date to 1 January 2018. At this time the Group continuesto consider the impact of adopting IFRS 9 (2013) and will quantify the effect of adopting this standard in conjunction with the other phases, whenthe final standard including all phases is issued. At this time the Group does not have a significant level of financial assets other than tradereceivables and has not designated liabilities using the fair value option, consequently the classification and measurement aspects of IFRS 9(2013) are unlikely to have a significant impact on the Group if that position remains unchanged by 2018. The changes in impairmentrequirements required by IFRS 9 (2013) for financial assets are expected to require the Group to consider and possibly reassess its policy andthe measurement of provisioning against trade receivables. The Group entered into derivative financial instruments during the year which areincluded within the Television business disposal group. Should the continuing Group enter into any derivative financial instruments in the futurethe IFRS 9 (2013) hedging model more closely aligns hedge accounting with risk management activities undertaken by the Group when hedgingits financial and non-financial risk exposures.

IFRS 15 outlines the principles an entity must apply to measure and recognise revenue. The core principle is that an entity will recogniserevenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or servicesto a customer. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer (with limitedexceptions), regardless of the type of revenue transaction or the industry. The five steps relate to identifying the contract with a customer,identifying the separate performance obligations in the contract, determining the transaction price, allocating the transaction price to theseparate performance obligations and recognising revenue when (or as) the entity satisfies the performance obligation under the contract.The standard also provides more detailed requirements than current IFRS, including for arrangements with multiple performance obligations,which may impact the timing of revenue recognition. The standard’s disclosure requirements are also more extensive. The standard’srequirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not anoutput of the entity’s ordinary activities (e.g., sales of property, plant and equipment or intangibles). At this time the Group continues to assessthe impact of adopting IFRS 15.

Although the Directors evaluation of the effect of adopting the other standards and interpretations has not yet been completed, it is not expectedthat their adoption will have a material impact on the Group’s financial statements in the period of initial application.


GROUP PLCWIRELESS



Sales to third partiesIntersegmental sales

Year ended 31 December 2014

Sales to third partiesIntersegmental sales

Radio GB£000

52,810690

53,500

Radio GB

£000

56,396649

57,045

Radio Ireland

£000

17,7501,254

19,004

Radio Ireland

£000

20,4631,223

21,686

DigitalServices

£000

4,514935

5,449

DigitalServices

(restated)£000

5,5631,207

6,770

Total£000

75,0742,879

77,953

Total(restated)

£000

82,4223,079

85,501

(a) Operating segmentsThe tables below present revenue and segment result information regarding the Group’s operating segments for the years ended 31 December2015 and 2014. These business segments all operate as part of the Group’s continuing operations.

Revenue represents the amounts derived from the provision of goods and services which fall within the Group’s ordinary activities, stated netof value added tax. Revenue is principally generated from advertising and sponsorship. Transfer prices between business segments are seton an arm’s length basis in a manner similar to transactions with third parties.

Following the agreement in 2015 to sell the main Television segment businesses, UTV and UTV Ireland as outlined in note 11, and theclassification of these businesses as discontinued operations, Tibus and Simply Zesty which were previously included within the Televisionsegment are now included as a separate segment, renamed Digital Services.

The following tables present revenue, profit before tax and business segment information regarding the Group’s business segments for theyears ended 31 December 2015 and 2014. The figures for the year ended 31 December 2014 have been restated to reflect the change insegments noted above.

RevenueYear ended 31 December 2015


GROUP PLCWIRELESS

(b) Geographic informationTurnover is generated from GB and Ireland. The following tables present revenue information regarding the Group’s geographical segmentsfor the years ended 31 December 2015 and 2014. Revenues relating to advertising are analysed based on the geographical location of the salesagencies through which the advertising revenues are registered. It is not possible to accurately analyse advertising revenue based on customerlocation.

Revenue from continuing operations Year ended 31 December 2015


3. Revenue and segmental analysis (continued)(a) Operating segments (continued)

Other segmental informationDepreciationYear ended 31 December 2015

Results Year ended 31 December 2015


GROUP PLCWIRELESS


3. Revenue and segmental analysis (continued)(a) Operating segments (continued)

Segment operating profit

Central costsAssociate and Joint Venture income

Profit before exceptional costs, tax and finance costs

Exceptional items

Net finance cost Foreign exchange loss

Profit before taxation

Radio GB£000

11,737

Radio Ireland

£000

4,382

DigitalServices

£000

124

Total£000

16,243

(3,740)475

12,978

6,871

19,849

(2,184)(58)

17,607

Continuing operations


Radio GB£000

895

Radio Ireland

£000

278

DigitalServices

£000

334

Total£000

1,507

1,509

3,016



Radio GB

£000

808

Radio Ireland

£000

284

DigitalServices

(restated)£000

389

Total(restated)

£000

1,481

455

1,936

Sales to third parties

Ireland£000

22,264

GB£000

52,810

Total£000

75,074

Sales to third parties

Ireland(restated)

£000

26,026

GB(restated)

£000

56,396

Total(restated)

£000

82,422

Segment operating profit

Central costsAssociate and Joint Venture income

Profit before exceptional costs, tax and finance costs

Exceptional items

Net finance costForeign exchange loss

Profit before taxation

Radio GB

£000

11,331

Radio Ireland

£000

5,384

DigitalServices

(restated)£000

954

Total(restated)

£000

17,669

(3,848)314

14,135

-

14,135

(2,170)(50)

11,915





GROUP PLCWIRELESS


4. Operating Costs

The following tables present the geographical analysis of the Group’s non-current assets, excluding the deferred tax asset, for the years ended31 December 2015 and 2014.



GROUP PLCWIRELESS


3. Revenue and segmental analysis (continued)(b) Geographic information (continued)

Property, plant and equipmentIntangible assetsInvestments

Ireland£000

2,99074,255

-

77,245

GB£000

2,71192,4401,053

96,204

Total£000

5,701166,695

1,053

173,449

Property, plant and equipmentIntangible assetsInvestments

Ireland(restated)

£000

3,12577,865

-

92,400

GB

£000

2,82494,298

900

98,022

Total(restated)

£000

5,949172,163

900

179,012


Purchase of programmes and programme rightsCost of inventory expensedSales related costsOther programme and operating costsStaff costs (note 7)Depreciation of property, plant and equipmentAmortisation of deferred costsLicence paymentsOperating lease rentals - equipment & motor vehicles- land and buildingsIncome from sub-leasesWrite off of deferred consideration Loss/(profit) on disposal of property, plant and equipment

2014(restated)

£000

11,061356

5,7715,0038,223

4555512

5----

30,941

2015

£000

27,4232,062

10,45530,29736,4523,016

-519

3901,601(137)

-12

112,090

2014(restated)

£000

13,6231,758

13,38731,43235,1901,936

55506

4731,331(186)

-37

99,542

2015

£000

2,1461,4566,341

23,64225,1231,507

-509

3831,601(137)

--

62,571

2014(restated)

£000

2,5621,4027,616

26,42926,9671,481

-494

4681,331(186)

-37

68,601

2015

£000

25,277606

4,1146,655

11,3291,509

-10

7---

12

49,519

5. Exceptional item

On 8 October 2015 the Group completed the sale of Juice Holdco Limited, trading as Juice FM, to Global Radio Holdings Ltd, a subsidiary of This is Global Limited. This resulted in a profit on disposal before tax of £6,871,000.

Profit on disposal of subsidiary

Proceeds from saleTransitional and wind-up costsNet assets disposed of:- Licence- Other net assetsProfessional fees

Profit from disposal of subsidiary

2015£000

10,421

(1,858)(813)(879)

6,871

The exceptional tax credit reflects £334,000 arising from the release of the deferred tax liability in respect of the radio licence disposed of withthe sale of Juice Holdco Limited plus an additional deferred tax credit of £1,833,000 (2014: £Nil) due to the change in the UK deferred tax ratefrom 20% to 18%. This is outlined further in note 10(c).


Discontinuedoperations Total


GROUP PLCWIRELESS


8. Finance revenueThe Group has recognised the following in respect of amounts paid or payable to its auditors in respect of the audit of the financial statementsand for other services provided to the Group.


GROUP PLCWIRELESS


6. Auditor’s remuneration

2015£000

43

23628145

486

769

6

2014£000

43

239281484

-

365

5

Fees payable to the company’s auditor for the audit of the company’s annual accounts

Fees payable to the company’s auditor and its associate for other services:The audit of the company’s subsidiaries pursuant to legislationAudit-related assurance servicesTax compliance servicesTax advisory services Corporate finance services

Fees in respect of the UTV Pension Scheme:Audit

2015

No.

4132716025

769

2014(restated)

No.

4092785723

767

Radio GBRadio IrelandDigital ServicesCentral

2015£000

37

2014£000

50Bank interest received and receivable

2015

£000

2,221

2014(restated)

£000

2,220Bank loans and overdrafts

The Corporate finance services relate to the sale of Juice Holdco Limited and the Television business. The Audit Committee approves all workundertaken by professional advisers, and resolved that the skills and experience of Ernst & Young LLP made it a suitable choice for the provisionof these non-audit services and were satisfied that appropriate safeguards are in place to ensure that there is no threat to objectivity andindependence in the conduct of the audit.

Included within wages and salaries is a charge of £266,000 (2014: charge of £303,000) and a credit within social security costs of £50,000 (2014:charge of £34,000) relating to the share-based payments.

The average monthly number of employees during the year was made up as follows:

In addition to the above, during the year the average monthly number of employees for the discontinued operations was 317 (2014: 243).

Details of Directors’ emoluments in aggregate and for each Director (including bonuses, pension entitlements, long term incentives and interestin share options) are included within the audited section of the ‘Report of the Board on Directors’ Remuneration’.

7. Staff costs

Wages and salariesRedundancy costsSocial security costsOther pension costs

2014(restated)

£000

7,024133688511

8,356

2015

£000

31,585-

3,1601,707

36,452

2014(restated)

£000

30,619133

3,0741,497

35,323

2015

£000

21,753-

2,2371,133

25,123

2014(restated)

£000

23,595-

2,386986

26,967

2015

£000

9,832-

923574

11,329


Discontinuedoperations Total

9. Finance costs


GROUP PLCWIRELESS

The tax assessed for the period is lower than the effective standard rate of corporation tax in the UK of 20.25% (2014: 21.50%). The differencesare reconciled below:

As outlined in note 5, on 8 October 2015 the Group completed the sale of Juice Holdco Limited to Global Radio Holdings Ltd. Juice HoldcoLimited owns the radio licence for Juice FM which was valued at £1,858,000. The £334,000 exceptional credit reflects the release of the deferredtax liability attributable to this licence on the sale of this asset.

In the Finance Bill which was passed into law on 18 November 2015 the UK corporation tax was reduced to 19%, effective from 1 April 2017,and to 18%, effective from 1 April 2020. Accordingly all the deferred tax assets and liabilities in respect of the reporting segments subject toUK corporation tax were restated to recognise the future gains or charges thereon at 18%. This resulted in a net credit of £1,833,000 in theyear.

(d) Unrecognised tax lossesThe Group has tax losses which arose in the UK of £12,817,000 (2014: £13,703,000) and tax losses which arose in the Republic of Ireland of€13,216,000 (2014:€3,661,000) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose.Deferred tax assets have not been recognised in respect of these losses.


10. Taxation (continued)(b) Factors affecting the tax charge for the period


GROUP PLCWIRELESS


10. Taxation(a) Tax on profit on ordinary activities

2015£000

(3,294)369

(2,925)

-30

30

(2,895)

(280)(93)

(3,268)

2,167

(1,101)

(29)(1,072)

(1,101)

(241)32

(39)

(248)

2014£000

(2,962)431

(2,531)

(116)(27)

(143)

(2,674)

(580)10

(3,244)

-

(3,244)

(2,672)(572)

(3,244)

(72)(32)

-

(104)

Current income tax:UK corporation tax on profits for the yearAdjustments in respect of previous years

Foreign tax:ROI corporation tax on profits for the yearAdjustments in respect of previous years

Total current tax

Deferred tax:Origination and reversal of timing differencesAdjustments in respect of previous years

Tax charge in the income statement on operating activities

Exceptional deferred tax credit

Total tax charge

The tax charge in the Income Statement is disclosed as:Tax charge on continuing operationsTax charge on discontinued operations

Tax charge in the income statement

Tax relating to items in the Statement of Comprehensive IncomeDeferred tax:Actuarial gain on pension schemesValuation of long term incentive planExceptional deferred tax credit

Tax charge in the statement of comprehensive income

2015£000

17,607(4,203)

13,404

(2,714)

(76)43

(2,068)156

2,1671,391

(1,101)

2014£000

(restated)11,9155,129

17,044

(3,664)

148175

(317)414

--

(3,244)

Profit from continuing operations before tax(Loss)/profit from discontinued operations before tax

Profit on ordinary activities

Profit/(loss) on ordinary activities multiplied by effective standard rate of corporation tax in the UK of 20.25% (2014: 21.50%)

Effects of:(Expenses)/income not allowed for tax purposesUtilisation of tax losses previously not recognisedTax losses on which no deferred tax asset has been recognisedTax overprovided in previous yearsExceptional deferred tax creditNon-taxable profit of sale of subsidiary

Tax charge for the period

2015£000

3341,833

2,167

2014£000

--

-

Disposal of licenceChange in UK deferred tax rate

(c) Exceptional credit


GROUP PLCWIRELESS


10. Taxation (continued)(f) Deferred tax (continued)

Deferred tax assetAt 31 December 2015, there was no recognised deferred tax liability (2014: £Nil) for taxes that would be payable on the unremitted earnings ofcertain Group subsidiaries and joint ventures as the Group has determined that the undistributed profits of its subsidiaries will not be distributedin the foreseeable future.

A deferred tax liability has not been recognised on the temporary differences associated with investments in subsidiaries, associates and jointventures. The aggregate value of these differences amount to £1,007,000 (2014: £2,024,000). It is likely that the temporary timing differenceswould qualify for the UK dividend exemption and therefore no tax liability is expected to arise.

There are no income tax consequences attaching to the payment of dividends by the Group to its shareholders.

(f) Deferred taxThe deferred tax included in the balance sheet is as follows:

Deferred tax liability


GROUP PLCWIRELESS


10. Taxation (continued)(e) Temporary differences associated with Group investments

2015£000

30,83138810

31,229

2015£000

34,266(3)

(766)(334)

(1,934)

31,229

2014£000

33,817449

-

34,266

2014£000

35,066253

(1,053)--

34,266

Valuation of intangible assets on acquisitionAccelerated capital allowancesPension asset


Balance at 1 January(Credit)/charge to the income statementForeign exchange movementCredit due to sale of a radio licenceCredit due to change in tax rates


2015£000

-285512

6

803

2015£000

1,531(588)(39)

(101)

803

2015£000

29(43)

(266)

(280)(93)

2,167

1,794

2014£000

39433377826

1,531

2014£000

1,952(317)(104)

-

1,531

2014£000

(38)(36)

(506)

(580)10

-

(570)

Pension liabilityDecelerated capital allowancesOther temporary differencesTax losses carried forward

Deferred tax asset

Balance at 1 JanuaryCharged to the income statementCharged to the statement of comprehensive incomeCharge due to change in UK corporation tax rate

Deferred tax asset

The deferred tax included in the Group income statement is as follows:

Accelerated capital allowancesTax losses carried forwardOther temporary differences

Deferred income tax expense on operational activitiesAdjustment in respect of previous yearsExceptional deferred tax credit

Total deferred tax charge


GROUP PLCWIRELESS

The major classes of assets and liabilities of the Television business classified as held for sale at 31 December are as follows:

The fair value of derivative financial assets relating to foreign exchange forward contracts is determined by calculating the present value offuture cash flows, estimated using forward rates from third party market price quotations. The inputs used in these calculations are at level2 in the fair value hierarchy. The terms of the foreign currency forward contracts match the terms of the expected highly probable forecasttransactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss. The changes in counterparty credit riskhad no material effect on the hedge effectiveness assessment. The cash flow hedges of the expected future sterling payments were assessedto be highly effective, and as at 31 December 2015, a net unrealised gain of £15,000 was included in other comprehensive income in respectof these contracts.

The Television business has tax losses which arose in the Republic of Ireland of €13,216,000 (2014:€3,661,000) that are available indefinitelyfor offset against future taxable profits of the company in which the losses arose. Deferred tax assets have not been recognised in respect ofthese losses.

At 31 December 2015 the discontinued New Media businesses had net liabilities of £82,000 (2014: £290,000). In 2014 this included thecontingent consideration receivable of £275,000 outlined in note 20.

The net cash flows incurred by the Television disposal group are, as follows:

The discontinued New Media operations created a net cash inflow from operating activities of £29,000 (2014: outflow £366,000) and a cashinflow from investing activities of £325,000 (2014: inflow of £900,000) which are included in the Group Cash Flow statement.


11. Discontinued operations (continued)The activities of UTV Connect and the portals, UTV Drive, Recruit NI and PropertyPal were ceased or disposed of in 2014 for a cash considerationof £1,175,000 of which £275,000 was contingent and remained outstanding at 31 December 2014, as detailed in notes 20 and 29(b). Theresultant gains or losses on disposal were recognised within discontinued operations in the Income Statement in 2014. In 2015 the Groupreceived the full contingent consideration of £325,000 in respect of the milestones under the earn out agreement.

Net loss on disposal of discontinued operations.

In October 2015 the Group entered into a conditional agreement for the sale of UTV Limited and UTV Ireland Limited, to ITV BroadcastingLimited for a cash consideration of £100 million on a cash-free debt-free basis. On 1 December 2015 the shareholders of the Companyapproved the plan to sell these companies. The sale was completed on 29 February 2016. At 31 December 2015 these Television businesseswere classified as a disposal group held for sale and as discontinued operations. With UTV Limited and UTV Ireland Limited being classifiedas discontinued operations, what was previously the Television segment in the segmental analysis in note 3 has been renamed, Digital Services,reflecting the two businesses within this segment which remain within the Group.

The results of the discontinued operations for 2015 and 2014 are presented below. The 2014 amounts have been restated to include the resultsof the discontinued TV businesses, in addition to the UTV Connect and portal businesses accounted for as discontinued last year.


GROUP PLCWIRELESS


11. Discontinued operations

2014£000

1,175(1,287)

(74)(133)

(319)-

(319)

Proceeds from saleTransitional and wind-up costsProfessional feesRedundancy costs (note 7)

Current tax charge

Loss from disposal of discontinued operations

2015£000

11,31184

1,9239,224

1554

22,611

3767,235

623

8,234

14,377

(2,028)

AssetsProperty, plant and equipmentDeferred tax assetInventoriesTrade and other receivablesFinancial assetPension asset

Assets of disposal group held for sale

LiabilitiesDeferred tax liabilitiesTrade and other payablesTax payable

Liabilities directly associated with assets of disposal group held for sale

Net assets directly associated with disposal group

Amounts included in accumulated Other Comprehensive Income related to the disposal group

2015

£000

45,357(49,519)

(4,162)-

(55)14

(4,203)(1,072)

(5,275)

-

(5,275)

2014restated

£000

36,556(30,941)

5,61548

(189)(26)

5,448(572)

4,876

(319)

4,557

RevenueOperating costs (note 4)

Operating (loss)/profitShare of results of joint ventureInterest payableForeign exchange gain/(loss)

(Loss)/profit before tax from discontinued operationsCurrent tax charge

(Loss)/profit for the year from discontinued operations

Net loss on disposal of discontinued operations

Total (loss)/profit from discontinued operations

2015

£000(5,445)(1,643)

-

(7,088)

2014

£0002,499

(5,820)-

(3,321)

OperatingInvestingFinancing

Net cash (outflow)/inflow


GROUP PLCWIRELESS


12. Earnings per share (continued)Earnings per shareBasic earnings per share are calculated based on the profit for the financial year attributable to equity holders of the parent and on the weighted

average number of shares in issue during the year.

Adjusted earnings per share are calculated based on the profit for the financial year attributable to equity holders of the parent adjusted forthe exceptional items and the impact of net finance costs under IAS 19 “Employee Benefits (Revised)”. This calculation uses the weightedaverage number of shares in issue during the year.

Diluted earnings per share are calculated based on profit for the financial year attributable to equity holders of the parent. Diluted adjustedearnings per share are calculated based on profit for the financial year attributable to equity holders of the parent before exceptional itemsand the impact of net finance costs under IAS 19 “Employee Benefits (Revised)”. In each case the weighted average number of shares isadjusted to reflect the dilutive potential of the awards expected to be vested on the Long Term Incentive Schemes.

The following reflects the income and share data used in the basic, adjusted, diluted and diluted adjusted earnings per share calculations:


GROUP PLCWIRELESS


12. Earnings per share

Net profit/(loss) attributable to equityholdersAdjustments to net financing costsExceptional items

Total adjusted and diluted profitattributable to equity holders

ContinuingOperations

(restated)£000

9,086--

9,086

DiscontinuedOperations

(restated)£000

4,557187

-

4,744

Total

£000

13,643187

-

13,830

ContinuingOperations

£000

17,381-

(9,062)

8,319

DiscontinuedOperations

£000

(5,275)5524

(5,196)

Total

£000

12,10655

(9,038)

3,123

2015 2014

Shares in issueWeighted average number of treasury shares

Weighted average number of shares for basic and adjusted earnings per share (excluding treasury shares)

Effect of dilution of the Long Term Incentive PlanEffect of dilution of the share award element of executive bonus

2015thousands

95,903(53)

95,85023833

96,121

2014thousands

95,903(23)

95,880467

-

96,347

Weighted average number of shares

Net profit attributable to equity holders

2015

18.13p

18.08p

8.68p

8.65p

12.63p

12.59p

3.26p

3.25p

(5.50)p

(5.49)p

(5.42)p

(5.40)p

2014(restated)

9.48p

9.43p

9.48p

9.43p

14.23p

14.16p

14.42p

14.35p

4.75p

4.73p

4.95p

4.92p

From continuing operations

Basic

Diluted

Adjusted

Diluted adjusted

From continuing and discontinued operations

Basic

Diluted

Adjusted

Diluted adjusted

From discontinued operations

Basic

Diluted

Adjusted

Diluted adjusted


GROUP PLCWIRELESS

The licences are radio licences which are granted for minimum periods of 10 years with the option of a renewal based on the company meetingthe regulatory requirements of the licence. Similar licences have been successfully renewed at insignificant cost in the past, and consequentlythe Group has concluded that these assets have indefinite useful life but will be subject to annual impairment testing.

The recoverable value of the licences is measured using discounted cash flow forecasts and the valuation model at 31 December 2015 indicatedno impairment on these assets (2014: £Nil) as explained in note 16.

On 8 October 2015 the Group completed the sale of Juice Holdco Limited to Global Radio Holdings Ltd. Juice Holdco Limited owns the radiolicence for Juice FM which was valued at £1,858,000.


15. Intangible assets

The proposed final dividend for 2015 has been based on the issued share capital at the record date, following the share consolidation asoutlined in note 27.

At 31 December 2015 the Group had entered into Sterling contractual commitments for the acquisition of property, plant and equipmentamounting to £562,000 (2014: £448,000).


GROUP PLCWIRELESS


13. Dividends

Equity dividends on ordinary sharesDeclared and paid during the yearFinal for 2014: 5.43p (2013: 5.25p)Interim for 2015: 1.82p (2014: 1.82p)

Dividends paid

Proposed for approval at Annual General Meeting (not recognised as a liability at31 December)Final dividend for 2015: 7.60p (2014: 5.43p)

2015£000

5,2051,744

6,949

5,218

2014£000

5,0351,745

6,780

5,208

CostAt 1 January 2014 Exchange adjustmentAdditions Disposals

At 31 December 2014Exchange adjustmentAdditionsDisposals Assets of disposal group

At 31 December 2015

Depreciation and impairmentAt 1 January 2014 Exchange adjustmentCharge for the year Disposals

At 31 December 2014Exchange adjustmentCharge for the yearDisposalsAssets of disposal group

At 31 December 2015

Net book valueAt 31 December 2015

At 31 December 2014

At 1 January 2014

Leaseholdimprovements

£000

1,863(56)20

-

1,827(40)16

(613)-

1,190

526(22)179

-

683(8)

153(460)

-

368

822

1,144

1,337

Equipmentand vehicles

£000

19,741(267)7,231(192)

26,513(438)2,986

(3,898)(13,875)

11,288

14,774(208)1,743(140)

16,169(159)2,861

(3,825)(7,779)

7,267

4,021

10,344

4,967

Total£000

29,940(426)7,636(192)

36,958(553)3,264

(4,511)(21,586)

13,572

18,066(264)1,936(140)

19,598(183)3,016

(4,285)(10,275)

7,871

5,701

17,360

11,874

Freehold landand buildings

£000

8,336(103)385

-

8,618(75)262

-(7,711)

1,094

2,766(34)14

-

2,746(16)

2-

(2,496)

236

858

5,872

5,570

Goodwill£000

80,997(4,733)

76,264-

(3,434)

72,830

46,679(2,958)

43,721(2,147)

41,574

31,256

32,543

34,318

CustomerRelationships

£000

259-

259--

259

259-

259-

259

-

-

-

Total£000

272,477(7,934)

264,543(1,858)(5,756)

256,929

95,338(2,958)

92,380(2,147)

90,233

166,696

172,163

177,139

Licences£000

191,221(3,201)

188,020(1,858)(2,322)

183,840

48,400-

48,400-

48,400

135,440

139,620

142,821

14. Property, plant and equipment

CostAt 1 January 2014Exchange adjustment

At 31 December 2014DisposalExchange adjustment

At 31 December 2015

Impairment and amortisationAt 1 January 2014Exchange adjustment

At 31 December 2014Exchange adjustment

At 31 December 2015

Net book value

At 31 December 2015

At 31 December 2014

At 1 January 2014


GROUP PLCWIRELESS

Revenue forecast

Revenue forecasts used in the calculation of value in use are based on available market information including independent forecasts. Currentresults and forecasts reflect the present wider economic uncertainty and the recent upturn in advertising revenue in the Republic of Ireland.

In GB industry forecasts are predicting that the market will be up by 3% to 4% in 2016. In Ireland, whilst there are no formal radio industryforecasts, local economists and sales agencies are indicating that for 2016 the market will show modest growth. The 2016 budgets for theradio divisions have been set based on these assumptions with each of these three cash generating units forecasting growth of 1% to 6% withthe higher range reflecting the impact of developments into the international market by talkSPORT. Given the strength of the Wireless Groupradio offering and the consistent out-performance of the market, management believe that Wireless Group Radio is well positioned to takeadvantage of growth opportunities.

From 2017 through to 2020 it is forecast Radio GB, will deliver revenue growth of between 2.0% per annum to 4.0% per annum (before accountingfor any significant enhancements as a result of major sporting events). For Radio Ireland, revenue growth of between 4.0% and 5.5% perannum is forecast for the period 2017 to 2020 reflecting the expected improvement in this economy.

Revenue from the Digital Services cash generating unit is derived from a range of internet hosting, web-design products plus digital marketingand social media services. It is expected that revenue in this cash generating unit will grow by about 18% in 2016 as this business benefitsfrom the ongoing restructuring of this business to match market demands and the engagement of new customers. From 2017 through to2020 it is forecasted to deliver ongoing revenue growth of between 2% per annum and 5% per annum reflecting the continuing growth in thismarket.

The revenue growth rate used beyond 2020 is 2.25% (2014: 2.25%) being consistent with the long term average growth rate for the industry.

Sensitivity to changes in assumptionsWith regard to the assessment of the recoverable amount of the cash generating units, management have considered reasonable possiblechanges in the above key assumptions and it is believed no reasonably possible change in any of the above key assumptions would cause thecarrying value of those units to exceed their estimated recoverable amount.


16. Impairment of goodwill and intangible assets with indefinite lives (continued)

Goodwill acquired with business combinations and intangibles with indefinite lives have been allocated at acquisition to the cash generatingunits that are expected to benefit from that business combination. The cash generating units under which these assets are considered are:• talkSPORT• Local Radio • Radio Ireland• Digital Services

These cash generating units are all within the continuing operating segments of the Group and represent the smallest identifiable group ofassets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

The recoverable amount of each cash generating unit has been determined using value in use calculations. The key assumptions includedin these value in use calculations relate to revenue growth, long term growth rates and the discount rates applied. The Group prepares cashflow forecasts for each cash generating unit based on the most recent 2016 budgets approved by the Board, internal forecasts of future growthover the period 2017 to 2020, with cash flows beyond this five year period extrapolated using expected long term growth rates. Furtherinformation on the assumptions used is detailed below.

These value in use calculations at 31 December 2015 indicated no impairment on the licences or goodwill (2014: £Nil) associated with continuingoperations.

Carrying amount of goodwill and licences allocated to cash-generating units

Key assumptions used in value in use calculationsThe calculation of value in use is most sensitive to the following assumptions:• Discount rates• Revenue forecasts

Discount ratesThe pre-tax discount rates used in the calculations of the value in use for the UK and ROI cash generating units were 9.7% (2014: 10.2%) and8.6% (2014: 9.2%), respectively. These pre-tax discount rates reflect management’s estimate of the Weighted Average Cost of Capital (WACC),a post-tax rate required to assess operating performance in each cash generating unit and to evaluate future capital investment proposals.Management's estimate of the WACC required for the Group's three UK based cash generating units is 8.2% (2014: 8.7%) while that of itsRepublic of Ireland based cash generating unit (Radio Ireland) has been estimated at 7.8% (2014: 8.3%). These WACC rates reflect the latestmarket projections for the risk-free rate in each country, equity risk premium and small company premium together with the cost of debtappropriate to the industry.


GROUP PLCWIRELESS


16. Impairment of goodwill and intangible assets with indefinite lives

GoodwillLicences

2014£000

-48,024

48,024

2015£000

1044,405

44,415

2014£000

1046,263

46,273

2015£000

20,32743,011

63,338

2014£000

21,41245,333

66,745

2015£000

10,919-

10,919

2014£000

11,121-

11,121

2015£000

31,256135,440

166,696

2014£000

32,543139,620

172,163

2015£000

-48,024

48,024

talkSPORT Local Radio Radio Ireland Digital Services Total

2015£000

1,053

2014£000

900


GROUP PLCWIRELESS

The joint venture had no contingent liabilities or capital commitments as at 31 December 2015 and 2014. First Radio Sales Limited cannot distribute its profits without the consent from the two venture partners.


17. Investments (continued)(a) Group (continued)

This investment in the Group accounts at 31 December 2015 comprises:• a 30.2% share in Digital Radio Group (London) Limited, a commercial radio business;• a 30% share of Sound Digital Limited, which has been awarded a digital multiplex licence;• a 20% share in Main Street 1035 (Pty) Limited which has been awarded a radio licence but is not yet trading and• a 50% joint venture company, First Radio Sales Limited, which is a sales company.

Main Street 1035 (Pty) Limited is incorporated in South Africa. All other companies are incorporated in England. The investments are all heldby subsidiary undertakings of Wireless Group plc. They are all currently, or are in the future expected to, contribute to the Group’s strategy togrow its audience and revenues through multiple platforms and markets.

On 30 June 2015 the Group sold its 24.9% share in French Radio London Limited and on 8 October 2015 it sold its 25% share in Muxco NorthEast Wales & West Cheshire Limited. These sales resulted in a profit on disposal amounting to £21,000 which is included in the share ofresults of associates and joint ventures line in the Income Statement.

The following illustrates the summarised financial information of the Group’s associate and joint venture undertakings, all of which are includedwithin continuing operations:

Associate Undertakings

The associates had no contingent liabilities or capital commitments as at 31 December 2015 and 2014.


GROUP PLCWIRELESS


17. Investments(a) Group

Investments accounted for using the equity method

2015£000

1,669(923)

-

746

225

2015£000

1,341(604)(62)(1)

674(140)

534

534

16421

185

2014£000

1,346(780)(36)

530

163

2014£000

1,460(776)(218)

(2)

464(117)

347

347

109-

109

Non-current assets Current assetsCurrent liabilitiesNon-current liabilities

Equity

Group’s carrying amount of the investment

Net current assets includes £1,461,000 (2014: £1,138,000) of cash.

RevenueCost of salesAdministrative expensesFinance costs

Income tax expense

Profit for the year

Total comprehensive income for the year

Group’s share of profit for the yearProfit realised on disposal of shares in associate undertakings

Recognised in the Group Income Statement

2015£000

264,437

(3,680)-

783

392436

828

2015£000

2,086(238)

(1,269)2

581-

581

581

290

2014£000

74,168

(3,573)-

602

301436

737

2014£000

1,894(209)

(1,274)(1)

410-

410

410

205

Joint Venture

Non-current assets Current assetsCurrent liabilitiesNon-current liabilities

Equity

Group’s share of net assets in joint venturesGoodwill recognised on consolidation

Group’s carrying amount of the investment

Net current assets includes £1,160,000 (2014: £1,047,000) of cash.

RevenueCost of salesAdministrative expensesFinance costs

Income tax expense

Profit for the year

Total comprehensive income for the year

Group’s share of profit for the year


GROUP PLCWIRELESS


17. Investments (continued)(b) Group undertakings (continued)

The following were subsidiaries of the Company at 31 December 2015:


GROUP PLCWIRELESS


17. Investments (continued)(b) Group undertakings

The following were subsidiaries of the Company at 31 December 2015:

UTV LimitedUTV Ireland LimitedWireless Group New Media LimitedThe Internet Business LimitedSimply Zesty LimitedSimply Zesty UK LimitedDirect Net Access LimitedWireless Connect LimitedRecruitment NI LimitedWireless Drive LimitedWireless Radio (ROI) LimitedAnotherway County Media LimitedRadio County Sound LimitedShawnee LimitedCork Media Enterprises LimitedTreaty Radio LimitedCity Broadcasting LimitedThe Independent Broadcasting Corporation LimitedCapital Radio Productions LimitedBabstova LimitedU105 LimitedWireless Group Media (GB) LimitedtalkSPORT LimitedSwitchdigital (Scotland) LimitedSwitchdigital (London) LimitedSwitchdigital (B&H) Limited Switchdigital (S&S) Limited The Wireless Group Holdings LimitedThe Wireless Group ILRs LimitedPulse FM LimitedSignal Radio LimitedSwansea Sound LimitedRadiowave (Blackpool) LimitedAllied Radio Limited102.4 Wish FM LimitedWire FM (1997) LimitedGrand Central Broadcasting Limited

Nature of business

Commercial TelevisionCommercial Television

Holding companyWeb development

Social Media agencySocial Media agency

Non-tradingNon-tradingNon-tradingNon-trading

Holding companyHolding companyHolding company

Commercial RadioSales agency

Commercial RadioCommercial RadioCommercial RadioCommercial RadioCommercial Radio

Non-tradingCommercial RadioHolding company

Commercial RadioCommercial RadioCommercial RadioCommercial RadioCommercial Radio

Non-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-trading

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%92%

80.5%100%100%100%100%100%100%100%100%100%100%100%100%

*

*******

***********

***************

Country of incorporation

Northern IrelandRepublic of Ireland

Northern IrelandNorthern Ireland

Republic of IrelandEngland

Northern IrelandNorthern IrelandNorthern IrelandNorthern Ireland

Republic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of IrelandRepublic of Ireland

Northern IrelandEnglandEnglandScotlandEnglandEnglandEnglandEnglandEnglandEnglandEnglandEnglandEnglandScotlandEnglandEnglandEngland

Percentage ofshares held

* held by a subsidiary undertaking

Tower 107.4 FM LimitedWolverhampton Area Radio LimitedPerfecttaste LimitedSoccerbet LimitedTalk Radio UK LimitedTWG Payments LimitedIndependent Radio Group LimitedForever Broadcasting LimitedWireless Radio Limited

Nature of business

Non-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-tradingNon-trading

100%100%100%100%100%100%100%100%100%

*********

Country of incorporation

EnglandEnglandEnglandEnglandEnglandEnglandEnglandEnglandEngland

Percentage ofshares held

* held by a subsidiary undertaking

Programme and programming rightsSundry stocks

2015£000

1,584-

1,584

2014£000

2,3873

2,390

18. Inventories

2015£000

11,6931,6253,668

16,986

2014£000

17,2901,0415,171

23,502


GROUP PLCWIRELESS

There are three bank overdraft facilities in the Group with a cumulative limit of £4.0m in the UK and €2.0m in the ROI. These are secured bya floating charge over the Group’s assets. The borrowings at 31 December 2015 are stated net of £345,000 (2014: £509,000) of deferredfinancing costs. The effective interest rate of the bank loans in 2015 is 3.26% (2014: 3.04%).


21. Cash and short term deposits

Trade receivables are non-interest bearing and are generally on 30 day terms and are shown net of a provision for impairment. The amountof the provision netted against the gross trade receivables balance was £1,122,000 at 31 December 2015 (2014: £1,961,000).

The ageing of net trade receivables are as follows:

Movements on the provision against trade receivables are as follows:

The credit quality of trade receivables that are neither past due nor impaired is assessed by reference to external credit ratings where availableotherwise historical information relating to counterparty default rates combined with current knowledge of the counterparty is used.

Contingent consideration receivable in 2014 relates to amounts due in respect of the disposal of certain of the Group’s New Media businessesduring the year (see note 29(b)).


GROUP PLCWIRELESS


19. Trade and other receivables

Trade receivablesOther receivablesPrepayments and accrued income

2015£000

1,961(448)(18)151

(524)

1,122

2014£000

2,643-

232(838)(76)

1,961

Opening balanceTransferred to disposal groupForeign exchange(Release)/charge for the yearUtilised

Closing balance

2015£000

-

2014£000

275Contingent consideration

2015£000

5,1334,801

9,934

2014£000

8,3474,539

12,886

Cash at bank and in handShort term deposits

2015£000

5,572794

2,25810,822

19,446

2014£000

9,162814

3,68014,402

28,058

Trade payablesOther payablesOther taxation and social securityAccruals and deferred income

2015£000

3,422

52,322

55,744

2014£000

3,668

55,399

59,067

CurrentCurrent instalments due on bank loans

Non-currentNon-current instalments due on bank loans

61 – 90 days£000

1,060

1,679

31 – 60 days£000

3,471

4,630

£000

6,085

10,674

Total£000

11,693

17,290

>91 days£000

1,077

307

2015

2014

20. Financial asset

Neitherpast due

norimpaired

¦------Past due but not impaired------¦22. Trade and other payables

23. Financial liabilities

Cash at bank and in hand earns interest rates based on daily bank deposit rates. Short term deposits are made for varying periods of betweenone day and three months depending on immediate cash requirements of the Group, and earn interest at the respective short term depositrates.


GROUP PLCWIRELESS

The provisions relate to estimated dilapidation cost obligations arising under property operating leases entered into by the Group and committedrental costs on currently unoccupied properties. The timing of these liabilities depends on each individual lease and the likelihood of subletting.The leases are between 1 and 99 years in duration and have zero to 57 years outstanding.

(a) Long term incentive planThe Company currently has a long term incentive plan for certain UTV senior executives. Executives were granted awards, with an exerciseprice of zero, of up to 100% of basic salary in 2012 and 2013 and up to 80% of the basic salary in 2014 and 2015, which are payable in shares atthe end of three years to the extent that performance criteria are met.

Granted awards under the Company’s long term incentive plan that were outstanding at the end of the year had the following market pricesat the date of award (based on the average price in the five days prior to the award):

These awards have two performance conditions applied:• 65% is based on growth in diluted, adjusted earnings per share (EPS) per annum over the three financial year period commencing

with the financial year in which the awards were granted and • 35% is based on the ranking of the Company’s total shareholder return (TSR) against a comparator group over the three financial

year period commencing with the financial year in which the awards were granted. For the 2012 and 2013 plans, the comparator group comprises the FTSE All-Share Media sector. For the 2014 and 2015 awards, the comparator group is the FTSE Small Cap.

EPS performance conditionFor the EPS portion of the award, no award will vest unless the Company’s equivalent annual EPS growth over the three financial yearscommencing with the financial year in which the award is granted exceeds average RPI by at least 3% per annum for the 2012, 2013 and 2014awards and at least 2% per annum for the 2015 awards. If this level of growth is achieved, 25% of the award will vest. Additional vesting willbe achieved on a straight line basis for further growth above this up to the maximum 100% for EPS growth in excess of average RPI by at least6% for the 2012 to 2014 awards and at least 4% for the 2015 award.


25. Provisions


GROUP PLCWIRELESS

2015£000

50,5695,520

56,089(3,680)

52,409

2014£000

49,8799,697

59,576(3,879)

55,697


23. Financial liabilities (continued)

Senior facilities £65m 5 year revolving credit loan “A”Senior facilities €25m 5 year amortising term loan

Less current instalment on bank loans

Dilapidation£000

795372

1,167

-(121)

1,046

665381

1,046

Total£000

809372

1,181

(14)(121)

1,046

665381

1,046

At 1 January 2015- Current- Non-current

Utilised(Released)/created during the year

At 31 December 2015

Analysed as:- Current- Non-current

Onerousleases

£000

14-

14

(14)-

-

--

-

2015No.

-751,112455,432661,437

2014No.

943,517751,112455,432

-

End of qualifying period

31 December 201431 December 201531 December 201631 December 2017

Market price on

grant date

143.12p187.13p246.89p179.85p

2015£000

1,4934,1875,986

11,666

2014£000

1,4254,1846,937

12,546

Not later than one yearAfter one year but not more than five yearsAfter five years

Movements on the bank loans during the year were due to mandatory repayments on the term loan plus a £0.7m draw down on the revolvingcredit facility. The balance at 31 December 2015 comprises of the following:

The Group’s banking facilities as at 31 December 2015 were refinanced on 31 May 2012 and comprise a £65m multi-currency Revolving CreditFacility (RCF), and a €25m amortising Term Loan Facility (TLF).

The TLF was repayable by instalments of €2.5m, the first of which was paid on 31 December 2012, with further instalments due in June andDecember each year to 31 December 2016 and a final payment of €2.5m due on 31 May 2017.

As at 31 December 2015 the £65m RCF was available to the Group for the period to 31 May 2017 when any amounts drawn were to be repaidor refinanced. A commitment fee of 40% of the applicable margin was payable quarterly on any undrawn portion.

These facilities were provided by a banking group comprising Bank of Ireland, Ulster Bank (a subsidiary of Royal Bank of Scotland) and DanskeBank.

The applicable margins contracted on these financial liabilities ranged from 2.00% to 4.00% depending on the Net Debt to EBITDA ratio. Theapplicable margins paid in the 2015 financial year are detailed below:

Obligations under operating leases

The Group has entered into commercial leases for certain properties, motor vehicles and equipment. These leases have an average durationof between 1 and 99 years generally with an option for renewal at the end of lease term. There are no restrictions placed upon the lessee byentering into these leases. Future minimum rentals payable under operating leases are as follows:

On completion of the sale of the Group’s television businesses on 29 February 2016, the above facilities were fully repaid and cancelled withall security released. New Group facilities were put in place at this date. Further details are provided in note 32 Post Balance Sheet Event.

Applicable marginSenior Facilities

2.25%2.50%3.00%4.00%

From1 January 201530 June 2015

30 September 201531 December 2015

To30 June 2015

30 September 201530 December 2015

-

24. Obligations under leases and hire purchase contracts

26. Share based payments


GROUP PLCWIRELESS

(b) Share Incentive Plan The all-employee SIP enables eligible UK based employees to buy shares in the Company out of pre-tax salary, subject to a limit in line withgovernment guidelines which from 5 April 2014 was set at £1,800, or if lower, 10% of the employee’s pre-tax salary. (Prior to this, the governmentguidelines were set at £1,500, or if lower, 10% of the employee’s pre-tax salary.) This may be deducted from the pre-tax salary in one lumpsum up to a maximum of £1,800 (pre 5 April 2014: £1,500) or a maximum of £150 per month post 5 April 2014 (£125 per month up to 5 April2014). During the year, 61,263 shares were purchased by the trustees of the SIP on behalf of 92 employees at a total cost of £121,000.

Analysis by item recognised in other comprehensive income for each component of equity:

On 19 January 2016 the company issued 218,374 new Ordinary shares of 5 pence each which ranked pari passu in all respects with theCompany's existing Ordinary Shares. Following the issue of these new Ordinary Shares, the Company's total issued share capital consistedof 96,120,902 Ordinary Shares of 5 pence each.

At a General Meeting on 23 March 2016, a resolution was passed to adopt new Articles of Association of the Company and to approve thereturn of capital pursuant to the B Share Scheme and the related Share Capital Consolidation.

The impact of this resolution was that following the adoption of the new Articles of Association, the directors of the Company were authorised:(i) to capitalise the Company's share premium account into redeemable preference shares of 52.81 pence ("B Shares");(ii) to issue the B shares to shareholders for each corresponding existing ordinary share held;(iii) to redeem each B share for 52.81 pence on 25 March.

As part of this resolution, a Share Capital Consolidation was also approved whereby shareholders would automatically exchange each holdingof 7 Existing Ordinary Shares of 5 pence each for 5 New Ordinary Shares of 7 pence each with effect from the close of business on 23 March2016.

As a consequence, from 24 March 2016, the issued share capital of the Company comprised 68,657,787 ordinary shares of 7 pence each.


26. Share based payments (continued)(a) Long term incentive plan (continued)In determining the fair value of the awards, the fair value of the EPS portion of the awards is equal to the share price at the time of grantmultiplied by the number of shares under award and the percentage vesting based on EPS performance spread over the period of vesting. Itis assumed that all recipients of awards will fulfil their service conditions.

Awards granted in 2012The EPS growth from 2011 to 2014 did not reach the minimum performance criteria and therefore this element of the 2012 awards did notvest and expired at the end of the financial year.

Awards granted in 2013, 2014 and 2015Based on current market forecasts, it is not expected that the 2013, 2014 or 2015 EPS performance criteria will be achieved to satisfy thevesting of these awards and therefore no charge has been made to the accounts in respect of these awards (2013: £Nil).

TSR performance conditionsThe amount of the award that vests to each senior executive increases in accordance with the level of performance achieved. Under the TSRportion of the award, no award will vest unless the Company’s TSR compared to the TSR of the members of the comparator group is rankedat the median over the three financial year period commencing with the financial year in which the awards were granted. If this level isachieved then 25% of the award will vest. Additional vesting will be achieved on a pro rata basis if the ranking is between the median andupper quartile up to a maximum of 100% if the ranking is in the upper quartile.

For the TSR portion of the awards the fair value of the awards has been derived using the Monte-Carlo simulation model, taking into accountthe terms and conditions upon which the awards were granted. The following table lists the inputs to the model used for the awards grantedand the derived fair value of each share awarded.

The expected share price volatilities are calculated based on the movements in the historical return index (share price with dividends reinvested)over a period of time commensurate with the remaining term of the award (i.e. the period from the date of grant to the end of the performanceperiod).

On vesting of the awards the participants are entitled to cash or shares equal in value to the dividends that would have been paid on thoseshares between the date of grant and the date of vesting. The fair value of the awards has been calculated on the assumption that the dividendright is settled in shares.

No other feature of awards granted was incorporated into the measurement of the fair value.

The valuation of these awards at 31 December 2015 has resulted in a charge to the accounts of £266,000 (2014: £303,000).

Awards granted in 2012At 31 December 2014, the Company’s shares ranked between the median and upper quartile of the FTSE All-Share Media sector andconsequently 64% of the TSR element, which relates to 35% of this award, will vest. This represents 22.4% of the total 2012 award. Thiselement of the 2012 award was still outstanding at 31 December 2015 but vested in January 2016.

During the year there was a £50,000 release (2014:£23,000 charge) from the balance accrued for the NIC payable on the vesting of theseawards.

Awards granted in 2013 Based on the ranking of the Company’s shares at 31 December 2015 in the FTSE All-Share Media sector, the set comparator group for the2013 awards, these awards will not vest and thus lapsed at the year end.

Awards granted in 2014 and 2015Based on the ranking of the Company’s shares at 31 December 2015 in the FTSE Small Cap sector, the set comparator group for the 2014 and2015 awards, neither of these awards are expected to vest.

All awards may be exercisable in the six month period from the date of vesting.


GROUP PLCWIRELESS


26. Share based payments (continued)

20150

31.20.84

3179.2581.36

20140

34.71.07

3242.00163.16

Dividend Yield (%)Expected share price volatility (%)Risk-free interest rate (%)Expected life of options (years)Share price (p)Fair value derived (p)

27. Authorised and issued share capital

Authorised shares

Ordinary shares of 5p each (2014: 5p each)Redeemable preference shares of £1 each (2014: £1 each)

At 31 December 2014 and 2015

Ordinary shares issued and fully paid


Redeemable preference share capital


2014£000

10,00050

10,050

Authorisednominal

value £000

10,000

2015£000

4,795-

4,795

Numberthousands

95,903

Numberthousands

50

2014£000

4,795-

4,795

Issuednominal

value£000

4,795

Issuednominal

value£000

-

2015£000

10,00050

10,050

Number

thousands

200,000

AuthorisedAllotted, issued

and fully paid


GROUP PLCWIRELESS

(a) Capital structure and financial risk managementThe Group’s principal financial instruments comprise bank loans, and cash and short-term deposits. The main purpose of these financialinstruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities such as trade receivablesand trade payables, which arise directly from its operations.

The main risks arising from the financial instruments are cash flow interest rate risk, foreign currency risk, credit risk and liquidity risk. TheBoard reviews and agrees policies for managing each of these risks and they are summarised below. The Group’s accounting policy inrelation to derivatives is set out in note 2.

It is, and has been throughout the year under review, Group policy not to trade in financial instruments.

Capital managementThe primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios inorder to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust thecapital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. Nochanges were made to the objectives, policies or processes during the years ending 31 December 2015 and 31 December 2014. Details onthe capital structure are disclosed in note 23, note 27 and the Strategic Review.

Cash flow interest rate riskThe Group’s exposure to the risk for changes in market interest rates relate primarily to the medium term debt obligations with a floatinginterest rate. The Group’s policy is to manage its total interest cost using a mix of fixed and variable rate debts, with between 40% and 60%of its total committed borrowing facilities at fixed rates of interest. The Group has historically entered into interest rate swaps in order tohedge cash flow interest rate risk on the Group’s debt obligations. These swaps matured on 28 June 2013.

The Board members currently believe that the cost of entering new interest rate swap contracts does not represent good value forshareholders. Interest rate swap prices are reviewed by the Board on a monthly basis and the Group Finance Director reviews the situationweekly. The Board will keep this policy under review throughout the 2016 financial year.

Foreign currency riskDuring the year the Group used foreign exchange forward contracts to manage some of its transaction exposures. Foreign exchange forwardcontracts measured at fair value through OCI were designated as hedging instruments in cash flow hedges of forecast purchases in GBPsterling within UTV Ireland. As the UTV Ireland business has now been sold the foreign currency risk to the continuing Group has beenminimised.

Aside from the discontinued UTV Ireland business the Group has minimal transactional currency exposure arising from sales or purchasesby an operating unit in currencies other than its functional currency. Approximately 3.6% (2014: 3.5%) of the continuing Group’s sales aredenominated in currencies other than the functional currency of the operating unit making the sale, whilst 0.2% (2014: 1.5%) of the continuingGroup’s costs, are denominated in currencies other than the unit’s functional currency.

As a result of significant investment operations in the Republic of Ireland, the Group’s income statement and balance sheet can be affectedby movements in the euro/sterling exchange rates. Historically the Group sought to mitigate the effect of the currency risk created by theeuro cash flow from the ROI operations, by creating a natural hedge with the euro denominated borrowings. With the sale of the Group’sTelevision Businesses on 29 February 2016 and the repayment of all the Group’s sterling and euro borrowings from the sale proceeds, nonatural hedge is in place from 29 February 2016. Group Treasury will seek to mitigate the effect of any currency risk identified by usingforward contracts or other Treasury products approved by the Board.

Credit riskThe Group trades only with recognised, creditworthy third parties. It is the policy that all customers who wish to trade on credit terms aresubject to credit verification procedures. In addition, receivable balances are monitored on an on-going basis with the result that exposureto bad debts is normally not significant. Other financial assets comprise of cash and cash equivalents which are therefore subject to minimalcredit risk. As the Group trades only with recognised third parties there is no requirement for collateral.

Liquidity riskThe Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans,finance leases and hire purchase contracts. Details of the Group’s committed borrowing facilities are given in note 23. Group policy is thatfunding is reviewed in line with operational cash flow requirements and investment strategy. Repayment terms and conditions are approvedby the Board in advance of acceptance of any facility.


29. Financial risk management


Cash flow hedgeAt 31 December 2015 there was a gain on cash flow hedges of £15,000 which reflected the unrealised gains and losses incurred on the foreignexchange forward contracts designated as hedges of the exposure to foreign exchange risk on forecast sterling transactions within UTVIreland. Some of the foreign exchange forward contracts matured during 2015 and the related amounts recognised were transferred to theincome statement. Due to the immaterial nature of the balance at 31 December 2015, which forms part of the Television disposal group, ithas been included within retained earnings and a separate cash flow hedge reserve has not been presented.


Equity share capitalThe balance classified as equity share capital includes the total net proceeds (both nominal value and share premium) on issue of theCompany’s equity share capital, comprising £0.05p ordinary shares.

Foreign currency reserveThe foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements offoreign subsidiaries.

Capital redemption reserveThis balance was created on redemption of 50,000 redeemable preference shares on 19 December 2007.

Treasury sharesTreasury shares represent the cost of Wireless Group plc shares purchased in the market and held by the UTV Employee Benefit Trust tocontribute towards the anticipated entitlement of senior executives to the vesting of awards in the long term incentive plans.

At 31 December 2015 the Group held 53,000 (2014: 53,000) of its own shares at an average cost of £1.97 (2014: £1.97). The market value ofthese shares at 31 December 2015 was £93,000 (2014: £93,000).


GROUP PLCWIRELESS


28. Share capital and reserves

Actuarial gain on defined benefit pension schemes (net of tax)

Tax on long term incentive planExchange loss on translation of foreign operationsNet gain on cashflow hedge (net of tax)

Other comprehensive income in the year


£000

--

(2,582)-

(2,582)

Retainedearnings

£000

1,06032

-15

1,107

Total£000

1,06032

(2,582)15

(1,475)

Actuarial gain on defined benefit pension schemes (net of tax)

Tax on long term incentive planExchange loss on translation of foreign operations

Other comprehensive income in the year


£000

--

(3,379)

(3,379)

Retainedearnings

£000

288(32)

-

256

Total£000

288(32)

(3,379)

(3,123)


GROUP PLCWIRELESS

(c) Interest rate riskThe following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in interest rates on floatingrate borrowings, on cash on short term deposit and on interest rate swap, with all other variables held constant. The effect on equity is notconsidered material to the financial position of the Group and therefore no disclosure has been made.

Due to current low interest rates and the positive turnaround in the economy, the analysis considers only the impact of a rise in interest ratesas a decrease in rates is not considered to be reasonably possible.

(d) Credit riskThere are no significant concentrations of credit risk within the Group. The maximum credit risk exposure relating to financial assets isrepresented by the carrying value as at the balance sheet date.

The Group has established procedures to minimise risk of default by trade debtors including detailed credit checks undertaken before acustomer is accepted. Historically, these procedures have proved effective in minimising the level of impaired and past due debtors.

(e) Foreign exchange riskThe Group has previously demonstrated the sensitivity to a reasonably possible change in the euro exchange rates of the Group’s profit beforetax by an operating unit where the euro was not their functional currency. This operating unit was discontinued during 2014.

(f) Liquidity riskThe table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2015 and 2014 based on contractualundiscounted payments. In the table below interest rates on variable rate loans have been based on forward curves plus contracted applicablemargins estimated based upon the Group’s debt covenant forecasts.

Details of how the Group manages the liquidity risk arising from the above analysis are provided in note 29(a). As disclosed in note 29(a) theGroup takes into account the accessibility of cash and cash equivalents in managing the liquidity risk in the above analysis, the amount ofwhich at 31 December 2014 and 2015 is disclosed in note 23 and is available either on demand or within 3 months.


29. Financial risk management (continued)(a) Capital structure and financial risk management (continued)Management monitors rolling forecasts of the Group’s liquidity reserve (comprising undrawn bank facilities and cash and cash equivalents)on the basis of expected cash flows. This monitoring includes financial ratios to assess headroom under financial covenants on bank facilitiesand takes into account the accessibility of cash and cash equivalents.

(b) Fair values Set out below is a comparison by category of carrying amounts and fair values of the Group’s financial assets and liabilities excluding cashand cash equivalents, trade receivables and payables, that are carried in the financial statements.

The Group uses the following hierarchy as set out in IFRS 7 “Financial Instruments: Disclosures” for determining and disclosing the fair valueof financial instruments by valuation technique:• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;• Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly

or indirectly; and,• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable

market data.

With the exception of the contingent consideration receivable, which is considered as falling within level 3, the Group’s other financial assetsand liabilities are considered as falling within level 2 of this hierarchy. For assets and liabilities that are recognised in the financial statementson a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisationat the end of each reporting period. There have been no transfers between level 1, 2 or 3 of the hierarchy during the current and previousyears.

Management have assessed that the fair value of cash and cash equivalents, trade and other receivables and trade and other payablesapproximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of interest bearing loansand borrowings are also a close approximation to their carrying value given that they bear interest at floating rates based on Libor/Euribor.

Derivative financial assets reflect the change in fair value of foreign exchange forward contracts entered into during the year and designatedas cash flow hedges to hedge highly probable forecast payments in GB pounds sterling (GBP) within UTV Ireland. Further information isincluded in note 11.

Contingent consideration receivable in 2014 related to amounts due in respect of the disposal of certain of the Group’s New Media businessesduring that year. The fair value of these amounts was measured using the present value of the probability-weighted average of pay outassociated with each possible outcome of customer profitability milestones achieved under the related disposal agreement. In 2015 the Groupreceived the full earn out of £325,000 in respect of the milestones under the agreement.


GROUP PLCWIRELESS


29. Financial risk management (continued)

Financial assetsContingent considerationDerivative financial assets

Financial liabilitiesInterest-bearing loans and borrowings

2014

£000

275-

59,067

2015

£000

-15

55,744

2014

£000

275-

59,067

2015

£000

-15

55,744

2015SterlingEuro

2014SterlingEuro

Effect on profit before

tax£000

(230)(70)

(230)(70)

Increasein basis

points

+50+50

+50+50

Carrying amount Fair value

Year ended 31 December 2015Interest bearing loans and borrowingsTrade and other payables

Year ended 31 December 2014Interest bearing loans and borrowingsTrade and other payables

1 to 5 years£000

53,097363

53,460

1 to 5 years£000

58,36288

58,450

>5 years£000

-86

86

>5 years£000

-112

112

Total£000

59,13517,188

76,323

Total£000

64,01123,807

87,818

On demand

£000

-496

496

On demand

£000

-403

403

Less than 3 months

£000

62012,612

13,232

Less than 3 months

£000

43918,190

18,629

3 to 12 months

£000

5,4183,631

9,049

3 to 12 months

£000

5,2105,014

10,224


GROUP PLCWIRELESS

Changes in the present value of the defined benefit obligations are analysed as follows:

Changes in the fair value of the schemes assets are analysed as follows:


30. Pensions and other post retirement benefits (continued)The Group operates a defined benefit pension scheme in Northern Ireland (‘The UTV Scheme’). The UTV Scheme is funded by the paymentof contributions to separately administered trust funds and is governed by Trustees, which consist of a number of employer and employeerepresentatives. In addition, the scheme contains an unfunded element as described in the Report of the Board on Directors’ Remuneration.The assets and liabilities of the scheme at 31 December are:

The amounts recognised in the Group Income Statement and in the Group Statement of Comprehensive Income for the year are analysed asfollows:

Pension costs are assessed in accordance with the advice of a professionally qualified actuary and are accounted for on the basis of chargingthe cost of providing pensions over the period during which the Group derives benefit from the employees’ services.

Scheme assets are stated at their market value at the respective balance sheet dates.


GROUP PLCWIRELESS


30. Pensions and other post retirement benefits

2015£000

65,63533,549

263

99,447(99,393)

54

2014£000

63,81933,637

487

97,943(99,914)

(1,971)

EquitiesBondsCash

Fair value of scheme assetsPresent value of scheme liabilities

Surplus/(deficit) in the scheme

31 December

2015

3.50%3.00%3.80%3.00%

23.625.225.827.5

31 December

2014

3.40%2.90%3.60%2.90%

23.625.226.428.1

AssumptionsRate of general increase in salariesPension in payment increaseDiscount rate Inflation

Assumed life expectancy for a 65 year old- Male: pensioner- Female: pensioner- Male: non-pensioner- Female: non-pensioner

£000

(92,321)(754)(199)3,807

(4,174)(6,273)

(99,914)(734)(197)3,427

(3,543)1,568

(99,393)

At 1 January 2014Service costMembers contributionsBenefits paidInterest cost on scheme liabilitiesActuarial gains and losses

At 31 December 2014Service costMembers contributionsBenefits paidInterest cost on scheme liabilitiesActuarial gains and losses

At 31 December 2015

£000

87,7233,9873,208

199(147)

(3,660)6,633

97,9433,4881,712

197(238)

(3,427)(228)

99,447

At 1 January 2014Interest incomeEmployer contributionMembers contributionAdministrative expensesBenefits paidActuarial gains and losses

At 31 December 2014Interest incomeEmployer contributionMembers contributionAdministrative expensesBenefits paidActuarial gains and losses

At 31 December 2015

2015£000

(734)(238)

(3,543)3,488

(1,027)

(228)

-1,568

-

1,340

2014£000

(629)(125)

(4,174)3,987

(941)

6,633

(212)(10,010)

3,949

360

Recognised in the Income StatementCurrent service costAdministrative expenseInterest costInterest income

Recognised in arriving at operating profit

Recognised in the Statement of Comprehensive IncomeReturn on scheme assets (excluding interest income)Other actuarial gains and losses:Effect of changes in demographic assumptionsEffect of changes in financial assumptionsEffect of experience adjustments

Actuarial gain/(loss) recognised in the statement of comprehensive income


GROUP PLCWIRELESS

On 29 February 2016, UTV Media plc completed the sale of the entire issued share capital of UTV Limited and its wholly owned subsidiary UTVIreland Limited, to ITV Broadcasting Limited.

In line with the terms of the sale and purchase agreement with ITV, the Company agreed to cease using the “UTV” name with effect fromcompletion. Following approval from the Company’s board of directors (in accordance with the Company’s articles of association), the Companyannounced that it had changed its registered name from “UTV Media plc” to “WIRELESS GROUP PLC” with immediate effect.

The Company received net cash proceeds, after transaction costs, of approximately £98 million from the Sale and intends to return a total ofapproximately £55 million of cash to shareholders.

The Group’s banking facilities were refinanced on the 29 February 2016 and comprise a £30m dual-currency Revolving Credit Facility (RCF),and an £8m overdraft Facility.

The £30m RCF is available to the Group for the period to 29 February 2020 when any amounts drawn will be repaid or refinanced. Acommitment fee of 40% of the applicable margin is payable quarterly on any undrawn portion of the RCF.

These facilities have been provided by a banking group comprising Bank of Ireland and Ulster Bank (a subsidiary of Royal Bank of Scotland).

The required covenant ratios are:(1) Net Debt to EBITDA ratio should not exceed 3: 1(2) EBITDA to Net Interest Expense ratio should not be less than 3.25: 1

The Facility is secured by fixed and floating charge over the Company’s assets.

The applicable margins contracted on the financial liabilities range from 1.25% to 2.25% depending on the Net Debt to EBITDA ratio.


32. Post balance sheet eventThe net defined benefit surplus (2014: obligation) comprises assets of £566,000 (2014: obligations of £1,539,000) from plans that are wholly orpartly funded and obligations of £512,000 (2014: £432,000) arising from unfunded plans.

The cumulative amount of actuarial gains and losses recognised since 1 January 2004 in the Group statement of comprehensive income is£3,289,000 of losses (2014: £4,629,000 loss). The Directors are unable to determine how much of the pension scheme deficit, recognised ontransition to IFRSs and taken directly to equity, of £831,000 in the Group is attributable to actuarial gains and losses since inception of thosepension schemes. Consequently, the Directors are unable to determine the amount of actuarial gains and losses that would have beenrecognised in the Group statement of comprehensive income before 1 January 2004.

The most significant factor in deriving the pension liability is the discount rate. In applying sensitivity to this factor of plus or minus 0.25%(2014: 0.5%) the impact on the scheme liabilities could be a decrease of 4.0% (2014: 7.9%) or an increase of 4.3% (2014: 9.0%). Howevermovements in this sensitivity could result in other offsetting factors such as salary inflation.

The payments from 1 January 2016 to 29 February 2016 made to the defined benefit plan amounted to £80,000. On 29 February 2016 thescheme transferred with UTV Limited to ITV Broadcasting Limited who will be responsible for the funding of the scheme’s obligations in futureyears.

The Group also operates a number of defined contribution pension schemes and personal pension schemes in Northern Ireland, the Republicof Ireland and Great Britain. Contributions are charged in the income statement as they become payable in accordance with the rules of thescheme. Contributions in the year amounted to £735,000 (2014: £719,000).

During the year the Group made sales in the normal course of business to its associated companies and was charged commission by its jointventure. In addition, the joint venture collects trade receivables on behalf of the Group. Transactions entered into and the trading balances atthe year end are summarised below. Payments are made and debts collected under normal trade terms.

The key management personnel in the Group are the Directors. Details of transactions with the Directors are included within the ‘Report ofthe Board on Directors’ Remuneration’.

Compensation of key management personnel


GROUP PLCWIRELESS


30. Pensions and other post retirement benefits (continued)

31. Related party transactions

2015£000

30

195

-

-

545

836

13

2014£000

40

132

-

-

628

1,039

15

Sales to associated companies

Sales by associated companies

Amounts owed by associated companies

Sales to joint venture

Charges from joint venture

Amounts owed by joint venture

Amounts owed to joint venture

2015£000

1,28867

177

1,532

2014£000

1,47781

197

1,755

Short-term employee benefitsPost employment benefitsShare-based payments


GROUP PLCWIRELESS

Company Balance SheetAt 31 December 2015

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to preparethe financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards andapplicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fairview of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, theDirectors are required to:• select suitable accounting policies and then apply them consistently;• make judgements and estimates that are reasonable and prudent; and• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the

financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions anddisclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statementscomply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable stepsfor the prevention and detection of fraud and other irregularities.


GROUP PLCWIRELESS

Statement of Directors’ Responsibilities in relation tothe Parent Company Financial Statements

Fixed assetsInvestments

Current assetsDebtors: amounts due within one yearDebtors: amounts falling due after one yearCash at bank and in hand

Asset held for sale

Total assets

Creditors: amounts falling due within one year

Net current liabilities

Total assets less current liabilities

NET ASSETS

Capital and reservesCalled up share capitalCapital redemption reserveShare premium accountProfit and loss account

EQUITY SHAREHOLDERS FUNDS

Notes

3

56

4

7

88

2015£000

139,616

5,34320,949

14

26,306

98,000

263,922

(52,572)

(26,266)

211,350

211,350

4,79550

50,762155,743

211,350

2014£000

249,350

3,98120,949

20

24,950

-

274,300

(59,813)

(34,863)

214,487

214,487

4,79550

50,762158,880

214,487

The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2016. They were signed on its behalf by:

Richard Huntingford Norman McKeown

Retained earnings

£000

166,450

(1,093)303

(6,780)

158,880

(13,454)266

17,000(6,949)

155,743

Share premiumaccount

£000

50,762

---

50,762

----

50,762

Capital redemption

reserve£000

50

---

50

----

50

Equity share capital

£000

4,795

---

4,795

----

4,795


GROUP PLCWIRELESS

Wireless Group plc is incorporated and domiciled in Northern Ireland. These financial statements were prepared in accordance with FinancialReporting Standard 101 Reduced Disclosure Framework (FRS 101). The Company’s financial statements are presented in Sterling and allvalues are rounded to the nearest thousand (£000) except when otherwise indicated.

The results of Wireless Group plc are included in the consolidated financial statements of Wireless Group plc which are available from OrmeauRoad, Belfast, BT7 1EB.

Basis of preparationThe accounts are prepared under the historical cost convention, and in accordance with Financial Reporting Standard 101 Reduced DisclosureFramework. There were no material amendments on the adoption of FRS 101.

The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 December2015. The Company has taken advantage of the following disclosure exemptions under FRS 101:• the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment• the requirements of paragraph 33 (c) of IFRS 5 Non current Assets Held for Sale and Discontinued Operations • the requirements of paragraphs 10(d), 10(f), 16, 38(a)-(d), 39(c), 40(a)-(d), 111 and 134-136 of IAS 1 Presentation of Financial Statements;• the requirements of IAS 7 Statement of Cash Flows;• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors• the requirements of paragraph 17 of IAS 24 Related Party Disclosures; and the requirements in IAS 24 Related Party Disclosures to

disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not to publish its individual incomestatement and related notes.

Judgements and key sources of uncertaintyThe preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amountsreported for assets and liabilities as at the balance sheet date and the amounts reported for the revenues and expenses during the year.However, the nature of estimation means that actual outcomes could differ from those estimates.

The Board do not consider there to be any key sources of judgement or estimation uncertainty that have a significant risk of causing materialadjustment to the carrying amounts of assets and liabilities in the next financial year.

InvestmentsInvestments in subsidiaries are held at historical cost less any provisions for impairment in value. The carrying values of investments arereviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Financial assetsFinancial assets are recognised when the Company becomes party to the contracts that give rise to them and are classified as loans andreceivables. When financial assets are recognised initially, they are measured at fair value, being the directly attributable transaction cost.Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise berequired. The Company has no financial assets classified as held for trading or held to maturity in the current period.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do notqualify as trading assets and have not been designated as either fair value through profit and loss or available-for-sale. Such assets arecarried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised inincome when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

Called up share capitalOrdinary shares are classified as equity. Incremental costs directly attributable for the issue of new shares or options are shown in equity asa deduction from the proceeds.

Dividend distributionDividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividendsare approved by the Company’s shareholders. Interim dividends are recognised when paid.

Notes to the Company Financial StatementsFor the year ended 31 December 2015


GROUP PLCWIRELESS

Company Statement of Changes in EquityFor the year ended 31 December 2015

At 1 January 2014

Loss for the yearShare based paymentEquity dividends paid

At 31 December 2014

Loss for the yearShare based paymentDividends received from subsidiaryEquity dividends paid

At 31 December 2015

Total£000

222,057

(1,093)303

(6,780)

214,487

(13,454)266

17,000(6,949)

211,350

1. Statement of compliance with FRS101

2. Accounting policies

2014£000

3,981-

3,981

2015£000

4,0791,264

5,343


GROUP PLCWIRELESS


3. Investments Assets in disposal groups classified as held for saleNon-current assets and disposal groups are classified as held for sale only if available for immediate sale in their present condition, a sale ishighly probable and expected to be completed within one year from the date of classification. Such assets are measured at the lower of carryingamount and fair value less costs to sell and are not depreciated or amortised.

Cash and cash equivalentsCash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity ofthree months or less.

Share based paymentsThe Group has a long term incentive share scheme under which it makes equity-settled share-based payments to eligible employees. Thecost of equity-settled share-based payments are measured at fair value at the date of grant and recognised as an expense over the vestingperiod, which ends on the date on which the employees become fully entitled to the reward.

Fair value is estimated using appropriate models for the particular awards under consideration. In valuing equity settled transactions, noaccount is taken of any vesting conditions, other than the performance conditions linked to the price of the shares of the Company (marketconditions). Any other conditions which are required to be met in order for an employee to become fully entitled to an award are consideredto be non-vesting conditions. These are also taken into account in determining the grant date fair value.

The cost of equity-settled share based payments is recognised, by the Company as an increase in the value of its investment in subsidiariestogether with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. Thecumulative cost recognised for equity-settled share based payments at each reporting date until the vesting date reflects the extent to whichthe vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The cost forthe period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon amarket or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied,provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled payments award are modified or a new award is designated as replacing a cancelled or settled award,the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognisedover the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair valueof original award and the fair value of the modified award, both as measured at the date of modification. No reduction is recognised if thisdifference is negative.

Where an equity-settled award is cancelled (where non-vesting conditions within the control of either the entity or the employee are not met),it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is expensed immediately. Anycompensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fairvalue being treated as an expense in the income statement.


GROUP PLCWIRELESS


CostAt 1 January 2015 AdditionsAsset held for sale

At 31 December 2015

ImpairmentAt 1 January Charge for yearAsset held for sale

At 31 December 2015

Net book valueAt 31 December 2015

At 31 December 2014

£000

331,155266

(191,805)

139,616

81,80512,000

(93,805)

-

139,616

249,350

Investment in UTV Limited

2015£000

98,000

Additions during the year related to the cost of long term incentives share scheme under which the company makes equity-settled share-based payments to eligible employees of subsidiary undertakings.

The impairment of £12m during the year related to the Company’s investment in UTV Limited. This investment has been written down to£98 million reflecting the consideration, after accounting for professional fees, received on the sale of this company to ITV Broadcasting Limited.

The subsidiary companies held by Wireless Group plc are recorded in the Group accounts in note 17.

The Company’s investment in UTV Limited was classified as held for sale at 31 December 2015. UTV Limited was sold to ITV BroadcastingLimited on 29 February 2016. Further information on the sale is included in note 11.

Prepayments comprise costs incurred in relation to proposed disposal of Television businesses, UTV Limited and UTV Ireland Limited.

4. Asset held for sale

Amounts due from group undertakingsPrepayments

5. Debtors: amounts due within one year

2. Accounting policies (continued)

IssuedNominal

value£000

4,795

IssuedNominal

value£000

-

IssuedNumber

thousands

95,903

IssuedNumber

thousands

-

AuthorisedNominal

value£000

10,000

AuthorisedNominal

value£000

50

AuthorisedNumber

thousands

200,000

AuthorisedNumber

thousands

50


GROUP PLCWIRELESS



GROUP PLCWIRELESS


6. Debtors: amounts falling due after more than one year2014£000

20,949

2015£000

20,949

This debtor represents redeemable preference shares in Anotherway (an unlimited company), a subsidiary company of Wireless Group plcwhich is incorporated in the Republic of Ireland.

At 31 December 2015 the Group held 53,000 (2014: 53,000) of its own shares at an average cost of £1.97 (2014: £1.97). The market value ofthese shares at 31 December 2015 was £93,000 (2014: £93,000).

Equity share capitalThe balance classified as equity share capital includes the total net proceeds (both nominal value and share premium) on issue of the Company’sequity share capital, comprising £0.05p ordinary shares.

On 19 January 2016 the company issued 218,374 new Ordinary shares of 5 pence each which ranked pari passu in all respects with theCompany's existing Ordinary Shares. Following the issue of these new Ordinary Shares, the Company's total issued share capital consistedof 96,120,902 Ordinary Shares of 5 pence each.

At a General Meeting on 23 March 2016, a resolution was passed to adopt new Articles of Association of the Company and to approve thereturn of capital pursuant to the B Share Scheme and the related Share Capital Consolidation.

The impact of this resolution was that following the adoption of the new Articles of Association, the directors of the Company were authorised:(i) to capitalise the Company's share premium account into redeemable preference shares of 52.81 pence ("B Shares");(ii) to issue the B shares to shareholders for each corresponding existing ordinary share held;(iii) to redeem each B share for 52.81 pence on 25 March.

As part of this resolution, a Share Capital Consolidation was also approved whereby shareholders would automatically exchange each holdingof 7 Existing Ordinary Shares of 5 pence each for 5 New Ordinary Shares of 7 pence each with effect from the close of business on 23 March2016.

As a consequence, from 24 March 2016, the issued share capital of the Company comprised 68,657,787 ordinary shares of 7 pence each.

Capital redemption reserveThis balance was created on redemption of 50,000 redeemable preference shares on 19 December 2007.

Preference share capital

2014£000

5,0351,745

6,780

5,208

2015£000

5,2051,744

6,949

5,218

As outlined in note 2 the company has taken advantage of the exemption in IAS 24 “Related Party Disclosures” from disclosing transactionsbetween two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.There were no other transactions which fall to be disclosed under the terms of IAS 24.

On 29 February 2016, UTV Media plc completed the sale of the entire issued share capital of UTV Limited and its wholly owned subsidiary UTVIreland Limited, to ITV Broadcasting Limited.

In line with the terms of the sale and purchase agreement with ITV, the Company agreed to cease using the “UTV” name with effect fromcompletion. Following approval from the Company’s board of directors (in accordance with the Company’s articles of association), the Companyannounced that it had changed its registered name from “UTV Media plc” to “WIRELESS GROUP PLC” with immediate effect.

The Company received net cash proceeds, after transaction costs, of approximately £98 million from the Sale and intends to return a total ofapproximately £55 million of cash to shareholders.

Equity dividends on ordinary sharesDeclared and paid during the yearFinal for 2014: 5.43p (2013: 5.25p)Interim for 2015: 1.82p (2014: 1.82p)

Dividends paid

Proposed for approval at Annual General Meeting (not recognised as a liability at 31 December)Final dividend for 2015: 7.60p (2014: 5.43p)

2014£000

9159,722

59,813

2015£000

1,12351,449

52,572

AccrualsAmounts owed to group undertakings


Redeemable preference share capital


7. Creditors

10. Related party transactions

9. Dividends

8. Share capital and reserves (continued)

11. Post balance sheet event

8. Share capital and reserves

Ordinary share capital

The proposed final dividend for 2015 has been based on the issued share capital at the record date, following the share consolidation as outlinedin note 8.

Registered OfficeOrmeau RoadBelfast BT7 1EB

Registered Number: NI 065086Company Secretary: Norman McKeown BSc (Econ) FCA

Corporate Websitewww.wirelessgroupplc.com

AuditorsErnst & Young LLP16 Bedford StreetBelfastBT2 7DT

BankersBank of Ireland Corporate & Retail Banking1 Donegall Square South BelfastBT1 5LR

Ulster Bank LimitedCorporate Banking11-16 Donegall Square East Belfast BT1 5UB

Danske BankCorporate BankingDonegall Square WestBelfastCo Antrim BT1 6JS

National Westminster Bank PLCManchester City OfficeBolton Customer Service CentreDe Havilland WayBoltonBL6 4YU

RegistrarsComputershare Investor Services PLCThe PavilionsBridgwater RoadBristol BS13 8AE

SolicitorsTravers Smith10 Snow HillLondon EC1A 2AL

A&L Goodbody42-46 Fountain StreetBelfast BT1 5EB

Arthur Cox Earlsfort CentreEarlsfort TerraceDublin 2

G L MacLaine & Co13 Lombard StreetBelfastBT1 1RH


GROUP PLCWIRELESS

Registered Office and Advisers

Brokers and financial advisersNumis Securities LimitedThe London Stock Exchange Building10 Paternoster SquareLondon EC4M 7LT

Goodbody Corporate FinanceBallsbridge ParkBallsbridgeDublin 4

report & accounts 2015 1 - news corp · 31/12/2015 · restated: £14.1m) reﬂecting the...

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