Directors Report 1

Directors' report for the period ending 31 December 2011
The directors present their annual report together with the audited financial statements of Beeswax Holdings UK Limited (the "Company") for the period 11 May 2011 to 31 December 2011 This is the first set of financial statements the Company has had to prepare since its incorporation
Principal activities The principal activity of the Company is that of an intermediate holding company On 19 May, the Company purchased Bronze Cyclone Limited from Dark Cover Limited, in exchange for ?550m of interest-bearing debt Dark Cover re-assigned the debt on the same day to another of its subsidiaries, Copper Blade Sari
On 18 July 2011, Bronze Cyclone Limited was put into liquidation Bronze Cyclone owned Dyson James Group Limited at the time it was put into liquidation, therefore the Company acquired Dyson James Group Limited on this date, by virtue of this liquidation arrangement
Business review The results for the Company show income from fixed asset investments of ?150 Om and a pre-tax profit of ?150 Om for the period 11 May 2011 to 31 December 2011 The Company's total profit for this period was ?143 8m
The directors do not consider that the disclosure of the financial risk management policies of the Company is material for the assessment of the Company's assets, liabilities, financial position or loss for the period
Dividends The directors do not recommend the payment of a dividend
Directors The only director who held office during the period and up to the date of signing the financial statements was
Sir James Dyson (appointed 13 May 2011)
Directors' indemnities During the period and up to the date of approval of the directors' report, the Group had in place qualifying third party indemnity provisions available for the benefit of the directors of the Company and of fellow Group companies
Statement of directors' responsibilities The directors are responsible for preparing the directors' 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 director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Registered Number 07630126 Beeswax Holdings UK Limited
Directors' report for the period ending 31 December 2011 (continued)
Statement of directors' responsibilities (continued) Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, disclose with reasonable accuracy at any time the financial position of the Company, and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Statement of disclosure of information to auditors The director who held office at the date of approval of this director's report confirms that, so far as he is aware
?there is no relevant audit information as defined by Section 418 of the Companies Act 2006 of which the Company's auditor is unaware, and ?the director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information, and that the Company's auditor is aware of that information
Independent auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office, and a resolution that they be re-appointed will be proposed at the Annual General Meeting
By order of the Board on 29 May 2012

Sir James Dyson Director

2.0
Independent auditors' report to the members of Beeswax Holdings UK Limited
We have audited the financial statements of Beeswax Holdings UK Limited for the period ending 31 December 2011 which comprises the profit and loss account, the balance sheet, the statement of accounting policies and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the statement of directors' responsibilities set out on page 1 and 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (United Kingdom and Ireland) These standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
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 that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, 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 directors' report and financial statements to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report
Opinion on the financial statements In our opinion the financial statements
?give a true and fair view of the state of the Company's affairs as at 31 December 2011 and the Company's profit for the penod then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and .have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matters prescribed by Companies Act 2006 In our opinion, the information given in the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements

3.0

Independent auditors' report to the members of Beeswax Holdings UK Limited (continued)
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements 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

Alison Lees (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2012-05-30 00:00:00

4.0 Registered Number 07630126 Beeswax Holdings UK Limited

Sheet1 There is no material difference between the profit on ordinary activities before taxation and

The Company has no recognised gains and losses other than those included above, and

The notes and accounting policies on pages 7 to 12 form an integral part of these financial

5.0 Registered Number 07630126 Beeswax Holdings UK Limited