## Focused on delivering
## Bunzl plc
## Annual Report 2025
---
## WELCOME TO OUR 2025 ANNUAL REPORT
Millions of people around the world use a
Bunzl product every day of their lives. We are
the largest value-added distributor in the world
in our market sectors. Our purpose is to deliver
essential business solutions around the world
and create long term sustainable value for our
stakeholders.
**Helping you find the information**
**you need from our Annual Report,**
**and beyond.**
Throughout the report we’ll point you to
**Human rights**
Bunzl Policy Hub
**Climate transition plan (AR 2023)**
Annual Report 2023
Modern Slavery
Throughout the report we’ll point you to
further reading and we’ve included QR codes
to make it easy for you to access online
content from our printed report.
## Going digital As we move further and further into a digital world, help us to reach our carbon emissions target and create a more sustainable world by opting out of the printed edition of our report for next year.
**Modern Slavery**
Bunzl Policy Hub
Human rights
For further information on any of our
policies, please see below and on our
website.
## Strategic report
2 A year in review
4 At a glance
6 Chairman’s statement
8 Chief Executive’s statement
14 Business model
16 Purpose-led strategy
21 Investment case
22 Business Area review
28 Financial review
35 Capital allocation
36 Key performance indicators
39 Our people
42 Sustainability
58 Taskforce on Climate Related
Financial Disclosures (TCFD)
59 Non-financial and sustainability
59 Non-financial and sustainability
information statement
## Directors’ report 74 Chairman’s introduction
74 Chairman’s introduction
75 Corporate governance statement
76 Board leadership and Company
purpose
78 Corporate governance report
97 Audit Committee report
107 Board Sustainability Committee
107 Board Sustainability Committee
report
110 Directors’ remuneration report
137 Consolidated balance sheet
138 Consolidated statement of
changes in equity
140 Consolidated cash flow
## Gender pay gap report
64 Principal risks and uncertainties
## Code of Conduct
136 Consolidated statement of
comprehensive income
137 Consolidated balance sheet
136 Consolidated income statement
136 Consolidated statement of
133 Other statutory information
180 Notes to the Company financial
statements
191 Shareholder information
198 SASB Reporting for Bunzl’s
198 SASB Reporting for Bunzl’s
sustainability metrics
200 ESG supporting information
---
We believe the fundamentals of Bunzl’s
business model are robust and are
confident in our ability to generate
resilient, compounding growth over
the medium-term, leveraging our scale
advantage, entrepreneurial culture
and ability to deploy strong cash
generation to further consolidate
our fragmented global markets.
**CHIEF EXECUTIVE’S STATEMENT**
Frank van Zanten outlines his
plans to drive the business
forward and focus on improving
performance in specific areas
of the business.
Read more on page 8
## FINANCIAL REVIEW Richard Howes outlines our
Richard Howes outlines our
financial performance in 2025
and outlook for 2026.
## Read more on page 28
---
## A YEAR IN REVIEW
Against a challenging macroeconomic
backdrop, Bunzl has had a difficult 2025,
which is reflected in the Group’s financial
performance. We continue to remain strongly
focused on performance across the Group
and enhancing our value-added services.
**FINANCIAL PERFORMANCE HIGHLIGHTS**
## FINANCIAL PERFORMANCE HIGHLIGHTS
(1.3) (160.7) Income tax FINANCIAL PERFORMANCE HIGHLIGHTS
## Basic earnings
**Revenue**
(2024: £11,776m) +3.0%†
Change at actual exchange
rates +0.6%
**Cash**
**conversion***
**95%**
**Operating profit**
**£735.3m**
**95%**
**Adjusted earnings**
**per share***
**179.3p**
(2024: 93%)
**Adjusted operating**
profit*
**£910.3m**
**179.3p**
(2024: 194.3p) (5.2)%†
**£910.3m**
(2024: £976.1m) (4.3)%†
(2024: £976.1m) (4.3)%†
Growth at actual exchange
rates (6.7)%
**Committed**
**acquisition spend**
**£132m**
**£132m**
**2.0x**
(2024: 1.8x)
## Basic earnings per share
## Dividend per share
**Adjusted net debt:**
**EBITDA***
**2.0x**
**Reconciliation of alternative performance measures**
**to statutory measures for the year ended 31 December 2025**
**Adjusting items**
| Year ended31 December 2025 | Alternative performance measures£m | Adjusting items | | Disposal of businesses£m | Statutory measures£m |
| --- | --- | --- | --- | --- | --- |
| Year ended31 December 2025 | Alternative performance measures£m | Amortisation excluding software£m | Acquisition related items£m | Disposal of businesses£m | Statutory measures£m |
| Adjusted operating profit | 910.3 | (151.5) | (23.5) | | 735.3 |
| Finance income | 54.6 | | | | 54.6 |
| Finance expense | (177.8) | | (3.5) | | (181.3) |
| Disposal of businesses | - | | | 11.9 | 11.9 |
| Adjusted profit before income tax | 787.1 | (151.5) | (27.0) | 11.9 | 620.5 |
| Tax on adjusted profit | (204.6) | 39.5 | 5.7 | (1.3) | (160.7) |
| Adjusted profit for the year | 582.5 | (112.0) | (21.3) | 10.6 | 459.8 |
| Adjusted earnings per share | 179.3p | (34.5)p | (6.6)p | 3.3p | 141.5p |
**Operating profit**
Finance income
Finance expense
Disposal of
businesses
Profit before
This review refers to alternative performance measures which exclude amortisation excluding
software, acquisition related items, non-recurring pension scheme charges/credits and the profit or
loss on disposal of businesses and any associated tax, where relevant. None of these items relate to
the trading performance of the business. Accordingly, these items are not taken into account by
management when assessing the results of the business and they are removed in calculating the
profitability measures by which management assesses the performance of the Group. Further
details of these alternative performance measures can be found in Note 3, pages 147 to 149.
Growth at constant exchange rates is calculated by comparing the 2025 results to the results for
2024 retranslated at the average exchange rates used for 2025.
---
## Strategic Report
## A YEAR IN REVIEW continued
## SUSTAINABILITY PERFORMANCE HIGHLIGHTS
**28%**
# RESPONSIBLE SUPPLY CHAINS 93%
of our spend in high risk regions
from assessed and compliant
suppliers
**(2024: 89%)**
**93%**
**1,430**
supplier assessments
supplier assessments
**(2024: 1,175)**
* Senior leadership defined as the
c.540 leaders who receive share
options as part of their remuneration
reduction in absolute
emissions since 2019
**(2024: 18%)**
28%
INVESTING
IN A DIVERSE
WORKFORCE
25%
# TAKING ACTION ON CLIMATE CHANGE 18%
**25%**
**No change**
compared to the same
population in 2024
* These figures do not include
revenues from 2025 acquisitions
of Group revenue* attributable to
non-packaging products and
packaging products made from
alternative materials that are well
suited to a circular economy
**(2024: 86%)**
PROVIDING
SUSTAINABLE
SOLUTIONS
87%
---
Additional Information
|Bunzl plc|Annual Report 2025 AT A GLANCE|||Strategic Report||Directors’ Report Financial Statements 4|
|---|---|---|---|---|---|---|
|||Supporting businesses globally with essential products and services||of market sectors.|We provide a one-stop-shop, on-time and in-full specialist distribution service across 33 countries, supplying a broad range of internationally and responsibly sourced non-food products to a variety||
||OUR BUSINESS REGIONS|2025 REVENUE|||||
||NORTH AMERICA 53% £6,276.7m|CONTINENTAL EUROPE 21%|UK AND £2,442.0m £1,883.6m|IRELAND 16%|REST OF WORLD 10% £1, 24 3.1m|£11,845.4m Group revenue £910.3m Adjusted operating profit 26,672 Average number of employees 33 Countries|
---
## GROUP REVENUE IN 2025 £11.8bn
## OUR MARKET SECTORS
## TRENDS
Personal protection
and safety equipment,
including gloves, boots,
hard hats, ear and
eye protection and
other workwear, as well
as cleaning & hygiene
supplies and asset
protection products to
industrial, construction
and e-commerce sectors.
TRENDS
• Increasing levels of
safety standards and
compliance
• Greater employee
• Greater employee
well-being focus
• Increasingly fashion
• Increasingly fashion
conscious products
broaden appeal
**15%**
## HEALTHCARE
Healthcare consumables,
including gloves, masks,
swabs, gowns, bandages
and other healthcare
related equipment, as
well as cleaning & hygiene
products and healthcare
devices to hospitals, care
homes and other facilities
serving the healthcare
sec tor.
## TRENDS
**7%**
• Increasing focus on
preventative healthcare
• Growth of care at home
## CLEANING & HYGIENE Cleaning & hygiene
**REVENUE SPLIT OF TOTAL**
preventative healthcare
• Growth of care at home
and ageing population
Cleaning & hygiene
materials, including
chemicals and hygiene
paper, to cleaning and
facilities management
companies and industrial
and public sector
customers.
**TRENDS**
## TRENDS
O O
• Enhanced cleaning
protocols
• Technology to improve
• Technology to improve
cleaning efficiency
• Support customers with
• Support customers with
innovative sustainable
solutions
## FOODSERVICE
Non-food consumables,
including food packaging,
disposable tableware,
guest amenities, catering
equipment, agricultural
supplies, cleaning &
hygiene products and
safety items, to hotels,
restaurants, contract
caterers, food processors,
commercial growers and
the leisure sector.
stores, supermarkets and
variety of product ranges
to other end user markets.
• Sustainable packaging
growth and transition
to alternative products
• Omnichannel strategy
**TRENDS**
• Eating away from home
## TRENDS • Eating away from home
• Eating away from home
• Home delivery
**REVENUE SPLIT OF TOTAL**
**(INCLUDES ‘OTHER’ SECTOR)**
• Sustainable packaging
growth and transition
to alternative products
## REVENUE SPLIT OF TOTAL
Goods-not-for-resale,
including packaging and
other store supplies and
a full range of cleaning &
hygiene products, to retail
customers, office supply
companies and related
e-commerce sales
channels.
**31%**
• Bricks and mortar retail
under pressure
• Omnichannel strategy
• Omnichannel strategy
offsets this; online retail
is a growth area
• Sustainable packaging
**REVENUE SPLIT OF TOTAL**
---
## CHAIRMAN’S STATEMENT
## STRONG DELIVERY OVER THE LONG-TERM
**Peter Ventress,** Chairman
performance was strongly impacted by execution subsequently strong returns, continue to be a
following a large organisational change, and
remaining to consolidate highly fragmented
**+9%**
“ We are committed to
improving performance
and to re‑ establishing
the Group’s historical
resilience.”
adjusted earnings per share¹ compound
annual growth rate since 2004
## the Group’s historical £ 3.1b n
**£ 3.1b n**
returned via dividend and buyback since 2004
of consecutive annual dividend growth
Bunzl is proud of its long history of delivering
consistent compounding growth; however, 2025
was a challenging year for the Group against a
weak end market backdrop. The Board recognises
that the Group’s operational performance and
share price development did not meet
expectations. Throughout the year, the Board has
maintained rigorous oversight of the business,
working closely with management to address the
difficulties encountered, particularly in North
America. Decisive actions have been taken,
including targeted organisational and operational
changes, to restore stability and strengthen
execution. Progress is being continually
monitored by the Board, and we remain firmly
focused on safeguarding the long-term resilience
of the business model and delivering sustainable
value for shareholders.
This was compounded further by global
macroeconomic uncertainty, which negatively
affected business and consumer sentiment and
increased pressure on certain larger end markets.
Throughout the year, the Group has been very
focused on taking actions to improve
performance against this backdrop and,
encouragingly, the impact of these actions
supported an improved performance in the
second half compared to the first half, and the
Group achieved the profit guidance it set out in
April 2025. Whilst the macroeconomic outlook
remains uncertain, I am pleased to see good
momentum with business wins towards the end
of the year and underlying revenue growth in the
second half across the Group. Bunzl has
strengthened focus on revenue growth and
incremental operating cost opportunities and
looking to 2026, expects both to support a
continuation of underlying revenue growth and
a more stable adjusted operating profit outlook.
Bolt-on acquisitions at attractive multiples, and
---
## CHAIRMAN’S STATEMENT continued
the year, across seven countries and four core
sectors, each of which supports Bunzl’s strategic
development. In 2025, acquisitions enabled us to
enter the Chilean healthcare market and establish
a physical footprint in Slovakia. After a strong year
in 2024, 2025 was a slower year for total spend,
with a committed spend of £132 million, reflective
of the impact of the macroeconomic environment.
Our pipeline remains active, with conversations
ongoing with a number of attractive businesses,
and we see an improving outlook for acquisitions
in 2026.
Meeting (‘AGM’) on 23 April 2025. Lloyd’s
with the Company’s gratitude and best wishes.
The attractive fundamentals of the Bunzl business
model remain unchanged, with strong customer
retention, a value-added and service-led
proposition, breadth and depth of supplier
relationships, and consistently strong cash
generation. Furthermore, the Group remains
committed to delivering long-term compounding
growth. I have great confidence that the
entrepreneurialism of our people, supported
by the diversification of our portfolio, and the
fundamentally resilient nature of the Group,
will continue to deliver long-term growth and
shareholder value.
## People and culture
**People and culture**
Bunzl’s most prized asset is its people whose
entrepreneurial spirit, agility and dedication
ensure the delivery of exceptional service to our
customers as well as fuelling the innovation and
operational excellence that underpin the Group’s
ongoing success. Following the expansion of the
external ‘Great Place to Work’ survey to all
businesses in 2024, the Group again sought
accreditation in 2025 with 81% of operating
companies achieving the certification, compared
to 76% in 2024. The Group’s Trust Index score
of 71% was unchanged from 2024, remaining at
a high level and demonstrating that our people
continue to find Bunzl a fulfilling place to work
and trust the company and its leadership,
although business leaders across the Group are
focused on building further on this base. Strong
employee engagement is key to our proposition,
as it supports our delivery of a high level of
customer service.
## Sustainability
**Sustainability**
Sustainability has become an essential part of how
we support our customers. In 2025, we presented
our differentiated sustainability value proposition
to more than 300 existing large customers where
we see significant potential for growth, as part of
our efforts to demonstrate how our sustainability
expertise and solutions can support their growth.
With a strong focus across the Group on driving
organic growth, this demonstrates how the Group
is continuously developing its value-added offering
to support this key objective. The business has
won significant contracts in 2025, supported by
Bunzl’s sustainability offering. Furthermore, in
2025 we saw a 2 percentage point improvement
in our carbon efficiency compared to 2024 and
met the target we set out in 2021 for 90% of the
Group’s spend on products from high risk
regions to be sourced from assessed and
compliant suppliers.
Shareholder returns
appointed as non-executive directors on
## Shareholder returns
The Board is recommending a final dividend of
53.9p, 0.2% higher than the prior year, resulting in
a full year dividend of 74.1p. This represents a
0.3% increase in the total dividend compared to
2024 and is Bunzl’s 33rd consecutive year of
annual dividend growth, with a CAGR of 9% over
this period. The Group’s dividend cover reduced
slightly to 2.4 times from 2.6 times, with the level
of cover supportive of sustainable annual
dividend growth. Furthermore, the Group
completed a £200 million share buyback
programme over the year.
and has also returned £3.1 billion to shareholders
through dividends and share buybacks.
## Governance
“ Bolt-on acquisitions at
attractive multiples are a
priority for the Group, with
significant opportunity
remaining to consolidate highly
fragmented markets. These
smaller deals have been the
core of our acquisition strategy
historically, accounting for
the majority of our spend and
delivering strong returns.”
**Read more on page 19**
**Peter Ventress**
Chairman
2 March 2026
**c.9%**
**Adjusted operating profit**1
**CAGR since 2004**
## Dividend per share
## c.8%
## Adjusted operating profit
## Adjusted operating profit 1
---
## CHIEF EXECUTIVE’S STATEMENT
“ 2025 was a year that stood
out for many reasons. With
economic headwinds and internal
challenges, we’re working hard to
put the right measures in place.”
**Frank van Zanten,** CEO
driven by margin growth in our UK & Ireland
business, supported by strong Nisbets’ synergies,
year-on-year stabilisation of the Continental
Europe operating margin, and a moderation
of the margin decline in our North America
Distribution business. The moderation in margin
decline across Distribution and Continental
Europe was supported by decisive actions we
have taken to improve performance in both
business areas, including actions to re-establish
local commercial agility in Distribution and to
deliver new business wins. I am pleased that we
have made progress, as demonstrated by the
better-than-expected business wins and
improved service levels in the second half of the
year in North America.
## Overview
**Overview**
2025 was a challenging year for Bunzl, with
execution issues in our largest business, Bunzl
North America Distribution, (“Distribution”),
related to a new organisational model, amplified
by a challenging market backdrop. Globally, our
businesses felt the impact of significant
macroeconomic uncertainty and the pressure it
put on business and consumer sentiment. Trading
in our North America business area was further
compounded by supply chain disruption related
to tariffs, as well as the weighting to sectors such
as foodservice and convenience stores that felt
a more significant impact from the economic
environment. Against this backdrop, we have
strengthened our focus on organic revenue
growth and incremental operating cost
opportunities to support our performance.
Whilst underlying revenue returned to growth,
increasing by 0.4% compared to 2024, and the
pressure on revenue from deflation abated, our
The Group’s progress in the second half was
partially limited by further demand weakness in
other North America businesses, most notably
our food processor and convenience store
businesses, as well as our businesses in Mexico
and Brazil. However, we continued to see good
growth in Asia Pacific, and delivered a resilient
performance in the Netherlands and Spain, two
large European markets.
While markets remain uncertain, we expect to see
While markets remain uncertain, we expect to see
continued underlying revenue growth and a more
stable profit outlook in 2026, with this expected
to be a foundation for future profit growth.
Furthermore, we continue to see a significant
consolidation opportunity which provides
strong growth upside, and with the outlook for
acquisitions already improving for 2026, I remain
confident in Bunzl’s medium-term growth
opportunity.
**North America update**
## North America update
**North America update**
In North America, financial performance has
been impacted by execution challenges related
to an operating model change in our Distribution
business, which primarily services grocery and
foodservice customers. The difficult
macroeconomic environment and its impact
on end users in the foodservice sector
amplified these issues.
---
## CHIEF EXECUTIVE’S STATEMENT continued
**2025 FINANCIAL HIGHLIGHTS**
**3.0%**
revenue growth¹
**7.7%**
operating margin²
The commentary below is stated at constant
exchange rates unless otherwise highlighted.
**(4.3)%**
adjusted operating profit growth2
**2.0x**
adjusted net debt to EBITDA²
**£579m**
free cash flow²
1. At constant exchange rates
2. Alternative performance measure (see Note 3 on
pages 147 to 149 of the Annual Report)
The Distribution business is a well-established
and scale business, with market-leading positions
in its chosen markets, and benefits from a
national footprint and good infrastructure, as well
as the strength and depth of its supply chain,
efficient operations, high service levels and
product expertise. In order to strengthen
Distribution’s platform for longer-term growth, we
decided to move from a branch-based operations
model with more than 40 general managers
overseeing the entirety of their own operations
locally, to a sales and operations model, which
separates supply chain from sales activities. This
change was made to enhance our service and
focus on sales development, and was largely
implemented by the start of 2024.
Whilst the Distribution business has seen good
momentum with business wins with national
customers and a significant increase in our
underpenetrated own brand levels across both
national and local customers since moving to the
new model, the business was impacted by a loss
of speed and agility servicing local customers,
largely foodservice redistributors, due to greater
centralisation of processes, which resulted in lost
share of wallet with some customers. These
issues were amplified by challenging end markets
and resulting price pressure from customers, with
the business seeing lower than anticipated
volumes and own brand conversion. Separately,
Distribution was also impacted by the loss of a
higher margin product category related to a
programme that is no longer available in an
existing grocery customer’s stores, early in the
year. This, combined with higher operational costs
in the first half, drove a significant decline in
adjusted operating profit.
We took a series of decisive actions earlier in the
We took a series of decisive actions earlier in the
year to improve performance, including:
leadership changes to re-energise our local
foodservice teams; cost saving actions which took
effect from the second quarter; a reempowerment of our local teams through greater
control on pricing and inventory management;
and an increased focus on preferred supplier
engagement to reinforce that own brand products
are complementary to our extensive range
of third party products, alongside further own
brand launches.
national footprint and good infrastructure, as well
business area saw good momentum with larger
new business wins and renewals, particularly
supported by the strength of our sustainability
offering, and well managed operating cost
inflation, supported by cost actions taken in 2024.
As a result, and alongside easier comparatives, we
delivered a stabilisation of year-on-year adjusted
operating profit and operating margin across
Continental Europe in the second half of the year.
## Operating performance
## Continental Europe update
committed spend on acquisitions
## Revenue
**Revenue**
Group revenue increased by 3.0% to £11,845.4
million, driven by acquisitions. Acquisition-related
revenue growth of 3.3% was partially offset by a
disposal impact of 0.4%, resulting in 2.9% net
acquisition growth. Underlying revenue growth
over the period was 0.4%, with moderate growth
across Rest of the World and the UK & Ireland
largely countered by a very slight decline in North
America, and with both volumes and net inflation
stable over the year. The Group benefited from a
small level of net inflation towards the end of the
year, driven by tariff-related price increases in
North America, but continued to see deflation in
our cleaning & hygiene businesses in France and
the UK, despite some moderation through 2025.
Underlying revenue growth improved over the
year and was stronger in the second half, growing
at 0.9% compared to a 0.2% decline in the first
half, and was supported by new business wins
and underlying growth across all business areas,
as well as the small net impact from inflation.
Revenue over the year also saw a negative impact
from one less trading day of 0.3%. Organic
revenue growth, which is not adjusted for the
impact of the number of trading days in the year,
was 0.1%.
---
## Profit and earnings
## DRIVING GROWTH
## CHIEF EXECUTIVE’S STATEMENT continued
Adjusted operating profit for the year was £910.3
million, a decline of 4.3% compared to 2024, and
operating margin was 7.7% compared to 8.3% in
2024. This included a £7.8 million share-based
payment credit due to the reversal of prior year
charges related to awards made in 2023 and
2024, which have been impacted by the Group’s
performance in 2025. Excluding this one-off
credit, adjusted operating profit was £902.5
million and operating margin was 7.6%, compared
to 8.3% in 2024. Overall in 2025, operating
margins were impacted by: 1) the margin decline
seen in our Distribution business, resulting from
execution changes against a difficult
macroeconomic backdrop; 2) market challenges
impacting other businesses in North America and
in Brazil in particular; and 3) the impact on our
French business in the first half of the year from
deflation in our cleaning & hygiene businesses,
reflective of a post Covid-19 normalisation of
pricing, and a weak economy, alongside operating
cost inflation and a relatively fixed cost base. The
Group’s operating margin decline in the second
half of the year moderated from 8.6% in the prior
year to 8.3%, compared to the decline from 8.0%
to 7.0% in the first half at actual exchange rates.
This moderation in year-on-year decline in the
second half was driven by: 1) margin expansion in
the UK & Ireland, driven by good performance of
the foodservice businesses and supported by
strong Nisbets synergies, compared to the impact
in the first half from consolidating a seasonally
lower margin period of Nisbets, which was
acquired in May 2024; 2) stabilisation of the
Continental Europe margin, due to the benefit of
actions taken and easier prior year comparatives;
and 3) actions taken in North America
Distribution which resulted in a more moderated
margin decline in the second half. North America’s
margin moderation was offset by increased
weakness in some other North America markets,
whilst the Group was also impacted by continued
market softness in Brazil which began in Q2.
## the medium-term growth
The Group’s operating margin performance was
driven by a decline in the Group’s underlying
gross margin, although gross margin overall was
unchanged over the year at 28.8% at actual
exchange rates as a result of acquisitions. An
increase in the operating costs to sales ratio from
20.5% to 21.1%, at actual exchange rates, is largely
driven by acquisitions and reflective of their
operating business models. Excluding
acquisitions, the operating cost to sales ratio was
stable, supported by cost initiatives, as well as the
share-based payments credit. Operating cost
inflation, overall, was at more typical levels over
the year, with wage inflation across North
America, UK & Ireland and Continental Europe
being at normalised levels, which we expect to
remain the case in 2026. Property cost inflation,
linked to lease renewals, moderated from recent
high levels, and fuel and freight inflation was also
moderate and supported by the annualisation of
prior year contract retendering in North America.
We expect overall inflation to remain at these
more typical levels in 2026, and the Group
remains strongly focused on operational
efficiency initiatives such as warehouse
consolidations and relocations, as well as digital
investments, that can offset inflation.
Adjusted profit for the year was £582.5 million,
a decrease of 8.0%. Adjusted earnings per share
were 179.3p, a decrease of 5.2%, and basic
earnings per share were 141.5p, a decrease of
2.7%. Over the year the weighted average number
of shares reduced by 2.9%, reflective of share
buybacks in 2024 and 2025, with the weighted
number of ordinary shares in issue in 2025 being
324.6 million, compared to 334.4 million in 2024.
The number of ordinary shares in issue, less the
shares held in trust, on 31 December 2025 was
321.0 million.
## We are focused on driving
## Bunzl forward:
## Cash and returns The Group’s cash generation continues to be
Compared to 2024, free cash flow decreased by
8.7% at actual exchange rates, to £578.5 million,
due to a decrease in operating profit and an
increase in net interest paid. The strength of our
underlying free cash flow generation continues to
enable our investment in the business, progressive
dividends, self-funded value-accretive acquisitions
and other capital allocation options. Adjusted net
debt to EBITDA, which excludes lease liabilities and
includes total deferred and contingent
consideration, at 31 December 2025 was 2.0 times
and compares to 1.8 times at 31 December 2024.
Returns were lower than last year, driven by the
While markets remain uncertain,
we expect some underlying revenue
growth in 2026
We expect a more stable 2026
adjusted operating profit to be a
foundation for future profit growth
We continue to provide our customers with
innovative products and services, and to enhance
our value-added proposition, for example, with
our sustainability offering. Furthermore, we
continue to complement our continual
collaboration with our strategic third party
branded supplier partners, with the further
development of our own brand offering to provide
unparalleled choice for our customers. The
Group’s own brand penetration increased to
## Strategy: Organic growth and operational efficiency We remain committed to delivering growth
There continues to be a significant
consolidation opportunity, we have
an active pipeline which provides
strong growth upside
We remain committed to delivering growth
through our compounding strategy which
focuses on organic growth, operational
efficiency and acquisitions.
finance expense of around £125 million in 2026.
Bunzl has an attractive business
model with scale, a differentiated
offering and is highly cash
generative
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 11 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## CHIEF EXECUTIVE’S STATEMENT continued
| 2025 ACQUISITIONS | | |
| --- | --- | --- |
| ACQUISITION | COMPLETION | DESCRIPTION |
| Inpakomed | March 2025 | · Dutch business specialising in sterile product packaging solutions for use in the medical and forensic markets
· Highly complementary to our existing business in the Netherlands
· Annualised revenue of £2.5 million in 2025 |
| Quindesur | July 2025 | · Spanish distributor of foodservice and cleaning & hygiene products, with a strong focus in Southern Spain
· Complements our existing businesses and strengthens our regional presence
· Annualised revenue of £11.5 million in 2025 |
| Hospitalia | July 2025 | · One of the largest healthcare distributors in Chile, distributes a wide range of healthcare products, including those used in a surgical setting, to both public and private hospitals
· Represents Bunzl's entry into the healthcare sector in Chile
· Annualised revenue of £21.2 million in 2025 |
| Solupack | July 2025 | · Brazilian distributor of own brand packaging solutions to the food industry
· Enhances our customer offering alongside our existing businesses
· Annualised revenue of £17.9 million in 2025 |
| Guantes Internacionales (Gisa) | August 2025 | · Leading own brand personal protective equipment distributor in Mexico, with a strong focus on gloves
· Strong cross-selling opportunities with our existing business in the US and Mexico
· Annualised revenue of £15.8 million in 2025 |
| Caterline | September 2025 | · Distributor of commercial catering equipment in Ireland and Northern Ireland
· Complements Bunzl's existing catering business
· Annualised revenue of £5.6 million in 2025 |
| Anta y Jesus | September 2025 | · Leading regional distributor of cleaning and hygiene products in the northwest of Spain
· Enhances Bunzl's cleaning & hygiene national offering and geographical footprint
· Annualised revenue of £4.7 million in 2025 |
| Damito | October 2025 | · Distributor of cleaning & hygiene, personal protective equipment and packaging in Slovakia
· Establishes Bunzl's physical presence in Slovakia
· Annualised revenue of £13.1 million in 2025 |
---
## CHIEF EXECUTIVE’S STATEMENT continued
c.30%, compared to c.28% in 2024, supported by
the acquisition of Nisbets. We have increased the
proportion of digital sales, which accounted for
76% of orders over the year, compared to 75%
in 2024, which excluded acquisitions in 2024.
Pursuing operating efficiencies remains an
important part of our strategy to reduce the
impact of operating cost inflation. In 2025, we
partially offset operating cost inflation through
further optimisation of our warehouse footprint
with the consolidation of 27 warehouses and the
relocation of an additional 9. This included a large
consolidation project in France, which will reduce
warehouses in our largest business in France
from 15 in 2024 to six in 2026, reducing operating
costs but also enhancing service levels and speed
for customers. It demonstrates the level of activity
across the Group to drive operational efficiencies,
and compares to 14 warehouse consolidations
and 5 relocations in 2024, a more typical annual
level for Bunzl. Furthermore, the business
continues to look for opportunities to utilise
technology to drive efficiency, such as through
investments in warehouse automation.
## Strategy: acquisitions and disposals Over 2025, we acquired eight new businesses
**Strategy: acquisitions and disposals**
Over 2025, we acquired eight new businesses
across seven countries and four sectors, which
included our entry into Chilean healthcare, and
established a physical presence in Slovakia,
enhancing our offering in the region. After a
record year in 2024, 2025 was a slower year for
acquisition spend, with £132 million committed
spend compared to an average over the last five
years of c.£460 million. This reflected the impact
of the uncertain macroeconomic environment
on the timing of acquisitions, despite our active
pipeline, as we have seen on some occasions
in our history. Typically, M&A activity recovers
quickly as uncertainty subsides and confidence
improves, and we are having ongoing
conversations with a number of attractive
businesses. We see an improving outlook for
acquisitions in 2026 and expect activity to be
ahead of 2025 levels.
Bolt-on acquisitions, defined here as acquisitions
**A SLOWER YEAR FOR ACQUISITIONS AFTER A STRONG 2024;**
**DRIVEN BY MACROECONOMIC UNCERTAINTY**
Bolt-on acquisitions, defined here as acquisitions
with an enterprise value below £200 million, at
attractive multiples, continue to be a focus for
Bunzl, with their year one return on invested
capital (defined as adjusted operating profit
based on share of ownership to enterprise value)
including the annualisation of Nisbets’ synergies.
2025 activity impacted by macroeconomic uncertainty; not
unusual for Bunzl to have some lower spend years.
• Improving outlook
for 2026
• 2025: 8 acquisitions
in 7 countries, across
4 sectors
In December 2024 Bunzl announced a
£200 million share buyback programme for 2025,
which commenced at the start of 2025 and was
completed by October 2025.
The strength of the Group’s cash conversion and
balance sheet continues to enable the Group to
self-fund further acquisitions, largely through
cash generated in the year. Our pipeline remains
active, and we see significant opportunities for
continued acquisition growth in our existing
markets, as well as potential to expand into
new markets.
Bunzl continues to regularly review its portfolio
Bunzl continues to regularly review its portfolio
of companies, and in January 2025 completed the
disposal of our US R3 Safety business, Bunzl’s
only pure wholesale safety business in the US,
which generated revenue of c.£50 million in 2024.
Since 2022 the Group has disposed of four
businesses with a total annual revenue of
c.£250 million and a combined low to mid single
digit operating margin. With a portfolio of around
150 operating companies, we continue to review
the portfolio on an ongoing basis.
Capital allocation and shareholder
## Capital allocation and shareholder returns
## Outlook
With uncertainties relating to the wider
macroeconomic and geopolitical landscape
expected to continue, the Group continues to
expect moderate revenue growth in 2026, at
constant exchange rates, driven by some
underlying revenue growth and a small benefit
from announced acquisitions. Group operating
margin is expected to be slightly down year-onyear, compared to 7.6% in 2025 (operating margin
prior to the share-based payment credit resulting
from the reversal of prior year charges related to
awards made in 2023 and 2024).
We expect 2026 revenue to be driven by slight
Our capital allocation priorities remain unchanged
and focused on the following: 1) to invest in the
business to support organic growth and
operational efficiencies; 2) to pay a progressive
dividend; 3) to self-fund value-accretive
acquisitions; and 4) to distribute excess cash.
After investment in the business and our
progressive dividend, we favour value-accretive
bolt-on acquisitions, supported by the valuations
and subsequent returns we can achieve and have
achieved historically, but we will actively review
our priorities through the year. In the 21 years
from 2004 to 2025, inclusive, Bunzl has
committed £6.2 billion in acquisitions to support
a growth strategy that has delivered an annual
adjusted earnings per share CAGR between 2004
and 2025 of c.9%, and has returned £3.1 billion to
shareholders through dividends and the 2024 and
2025 share buybacks.
## Frank van Zanten Chief Executive Officer
---
**CHIEF EXECUTIVE’S STATEMENT** CONTINUED
# Our leadership team
Leaders from across the Group meet regularly to review
performance, discuss trends affecting our businesses and seek
further opportunities for growth and competitive advantage.
**Our Board of directors**
**Read more on page 76**
## Executive
## Committee
## Frank van Zanten
## Richard Howes
## Suzanne Jefferies
**Alberto Grau**
Managing Director,
Continental Europe
[Image: X47]
**Dale Stokes**
Managing Director,
UK & Ireland
**Diana Breeze**
Director of Group
Human Resources
**Andrew Mooney**
Director of Corporate
Development
## Senior leadership
## Jonathan Taylor
## Laura Brinkworth-Bell
---
## Strategic Report
## BUSINESS MODEL
# We provide essential, tailored business solutions globally
## A ONE-STOP-SHOP
We provide our customers with essential items that are necessary for their
businesses to operate. We reliably source, consolidate and deliver these items
through customised solutions, providing both efficiency and value-added benefits.
## WE DELIVER
• Global supplier relationships
• Own brand portfolio
## OUR SERVICE AND VALUE PROPOSITION FOR OUR CUSTOMERS
• Own brand portfolio
• Innovative product sourcing, including
• Innovative product sourcing, including
those well suited to the circular
economy
• Customer-specific products
• Customer-specific products
• Competitive prices
• Competitive prices
• One-stop-shop for all products
• On-time, in-full delivery; received
just-in-time
• Multiple delivery options that include
• Customised digital solutions
• Integrated ordering systems
• Carbon savings through consolidated
deliveries
By providing our customers with a broad range of essential items, readily available from stock,
alongside specialist knowledge and expertise, we provide the reassurance our customers need
for important items, which allows them to focus on their core businesses. The value of our service
to our customers goes far beyond the cost of the products sourced.
• Sourcing experts and category
Sustainability risks
Logistical infrastructure
Innovation costs
• Extensive distribution network with
regional and national coverage
## COMPETITIVE PRODUCT COSTS ARE JUST THE TIP OF THE ICEBERG
---
## BUSINESS MODEL continued
## OUR SOURCES OF COMPETITIVE ADVANTAGE
Comprising around 150 operating companies,
with a decentralised operational structure,
Bunzl’s management teams focus on their
customers’ needs in their local markets and
create an energised entrepreneurial
environment.
## Decentralised model
## Own brand portfolio
## Tailored solutions and value-added services
We have a growing portfolio of own brand
solutions that meet specific customer needs.
Adding value to our customers’ operations,
ensuring products sourced meet our
customers’ needs and they receive their
orders on-time and in-full.
With operations in 33 countries, our extensive
distribution networks mean we can deliver to
customers on a local, regional, national and
international basis. We can show agility locally
while being able to share expertise and
knowledge across the Group.
## Our people
c.30% of our colleagues are sales experts or
local customer service specialists who provide
detailed advice to customers on all product
and service-related matters.
## Global and ethical sourcing
Working with suppliers to give our customers
access to the best products and solutions,
with the reassurance that they have been
ethically sourced.
## Sustainable and responsible solutions
## Carbon efficient model
## GENERATING VALUE FOR ALL OUR STAKEHOLDERS
## Customers
## 76%
of customer orders processed digitally¹
## 76%
## 25%
## Colleagues
## 81%
of our operating companies participating
in ‘Great Place to Work’ survey achieved
accreditation
## Shareholders
## £450m
of consecutive annual dividend growth
at 9% CAGR
**£450m**
33yrs environment.
## International scale
**1,430**
suppliers assessed in 2025
suppliers assessed in 2025
## Suppliers
## 44%
and priority data help our customers navigate
the complex transition to new products and
of suppliers³ by emissions currently have
science-based targets in place
## Acquisition track record
## Digital capabilities
28% We have a strong track record of successfully Our tailored digital solutions enhance the
integrating acquisitions, helping us to grow our
experience for our customers, supporting
geographic footprint while retaining the ‘local’
feel of our acquired businesses.
**Value creation for stakeholders Read more on page 60**
Our consolidation model achieves a reduced
reduction in absolute scope 1 and 2 carbon more carbon efficient since 2019
emissions since 2019
1. Senior leadership defined as the c.540 leaders who receive share options as part of their remuneration
2. Suppliers that are covered by our scope 3 supplier engagement target.
---
## PURPOSE-LED STRATEGY
## How we create long-term sustainable value
OUR PURPOSE
To deliver essential business solutions
around the world and create long term
sustainable value for the benefit of all
our stakeholders.
## DELIVERED THROUGH OUR VALUES
**HUMILITY**
**RESPONSIVENESS**
**RELIABILITY**
**TRANSPARENCY**
2. Operating model improvements
Daily focus on making our business more efficient.
## Read more on page 18
## A COMPOUNDING STRATEGY THAT CONSISTENTLY DELIVERS
Our strategy is founded on the three core pillars of
organic growth, operating model improvements and
growth through acquisition, with a commitment that
growth is sustainable and equitable. Our strategic
priorities enable Bunzl to maintain and strengthen its
competitive advantages.
Use our competitive advantage to support the growth
of our customers and to increase our market share.
**Read more on page 17**
and compliant suppliers in
high risk regions.
## 3. Acquisition growth Use our strong balance sheet and excellent
## customers to help them 3. Acquisition growth
## Digital capabilities
Use our strong balance sheet and excellent
cash flow to consolidate our markets further.
**Read more on page 19**
our customers, supporting customer retention, while
increasing the efficiency of our own operations.
## SUPPORTED BY INVESTMENTS IN SUSTAINABILITY AND DIGITAL
SUSTAINABILITY
Sustainability is a vital part of the equation. Our depth
of expert advice, own brand ranges and proprietary data
helps our customers navigate the complex transition to
new products and solutions.
## Responsible supply chains c.97% of our purchasing
1. Profitable organic growth
## MH
## Investing in a diverse workforce
Encouraging more
women into leadership
roles and continuing
to build a truly inclusive
culture across Bunzl.
## Taking action on climate change Reduce carbon footprint
Reduce carbon footprint
and get to net zero by 2050
at the latest.
## Providing tailored solutions Significantly increasing
Significantly increasing
the amount of recyclable,
compostable or reusable
packaging supplied to our
customers to help them
meet their targets.
---
**PURPOSE-LED STRATEGY** continued
## PURPOSE-LED STRATEGY continued
## ORGANIC GROWTH
## We are constantly driving organic growth, both by expanding and developing our business with existing customers and by gaining new business with additional customers.
## THIS IS DRIVEN BY
Activity in our markets
Attractive end markets with
structural growth
Our commitment to continually enhance
the value-added proposition we provide
our customers
Our investment in solutions that support
Our support to the growth of our
customers through the essential
products and services which further
fuels our own growth
## A strengthened focus on revenue: Wegmans case study
Our relationship with Wegmans dates back to
the 1980s, and in the final quarter, we expanded
our partnership significantly, moving from being
one of two distributors to becoming the sole
supplier of goods-not-for-resale. This materially
increases our share of business with the grocer.
This win was helped by:
• Our historical demonstration of reliability and
commitment through national warehouse
• Our own brand offering and innovation on
new business lines
• Our single IT system; delivery of consolidated
and own brands, and drive new business
• Our single IT system; delivery of consolidated
data reports
• Our sustainability expertise ahead of
• Our sustainability expertise ahead of
upcoming legislation
• Our ability and commitment to on-board large
The number
Wegmans stores
• Our ability and commitment to on-board large
programmes with no disruption
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | <18 |
| --- | --- | --- | --- | --- | --- | --- |
**PURPOSE-LED STRATEGY** continued
## OPERATING MODEL IMPROVEMENTS
# We continually strive to improve the quality of our operations and to make our businesses more efficient and sustainable.
## We continue to focus on strategic initiatives that drive operational efficiencies:
## Automation in Denmark
Warehouse relocations and consolidations
Investments in IT systems, digital solutions
and delivery, routing and energy efficiencies
Global purchasing synergies and inventory
management
**36**
Group-wide warehouse relocations
and consolidations in 2025
## ONGOING PROGRAMMES OF INCREMENTAL IMPROVEMENTS ACROSS THE BUSINESS
## Warehouse consolidations
Significant consolidation in France from
15 warehouses in 2024 to six in 2026
More efficient operating platform and
improved and standardised service for our
customers
Expect improved service levels with
fill rates of 98% and delivery capability
in 24 hours
Ongoing project to extend our largest
warehouse in the Nordics to increase
capacity to support growth
Goods-to-person system combining shelves
and pallets to automate up to 90% of the
picking process
72 robots to move inventory shelves
and pallets
Expected productivity vs manual picking
[Image: X83]
## Automation in Germany
Will automate up to 60% of our order lines
using efficient tote-to-person system
Expected to drive additional capacity and
Automation system implemented in a large
German warehouse
---
## PURPOSE-LED STRATEGY continued
## ACQUISITION GROWTH
We seek out businesses that satisfy key criteria, including
having good financial returns, while at the same time providing
opportunities to extract further value as part of the Bunzl Group.
**Our approach to acquisitions**
**consistently supports the Group’s**
**long-term growth:**
Highly fragmented and large end markets;
sizeable market share opportunities
Acquisitions are a good way to expand, given
stickiness of customer relationships
Enhanced capabilities and scale
Cash-generative model; acquisitions all
self funded
Strong acquisition capabilities across the
organisation; reduced acquisition integration
execution risk
## CONSISTENTLY SUPPORTING THE GROUP’S LONG-TERM GROWTH
## >230
acquisitions since 2004
**Active pipeline >1,300**
Potential targets identified
## BOLT ON ACQUISITIONS CORE TO STRATEGY
• 74 out of 77 announced acquisitions (2020-2025) were bolt-ons:
– Average committed spend of c.£25 million – c.£300 million average annual spend
Notes
1. Acquisitions with an EV lower than £200m
2. ROIC on this page is calculated based on the share of ownership acquired and the enterprise value related to the share of
– Average committed spend of c.£25 million – c.£300 million average annual spend
since 2019 since 2019
Notes
1. Acquisitions with an EV lower than £200m
**Year 2**
• Balance sheet and cash flow supportive of ongoing annual spend
**Consistent valuations over time**
**Average of annual weighted multiples on**
**bolt-ons¹; (EV/EBITA; initial stakes)**3
8.1x 8.0x
1. Acquisitions with an EV lower than £200m
2. ROIC on this page is calculated based on the share of ownership acquired and the enterprise value related to the share of
adjusted operating profit
3. Simple average of the annual multiples paid, with the annual multiples calculated on a weighted average basis each year
adjusted operating profit
3. Simple average of the annual multiples paid, with the annual multiples calculated on a weighted average basis each year
on businesses by reference to mulitples paid for initial stakes excluding performance-based payments (i.e. exclusive of
consideration dependent on future earnings growth, in particular buyout of minorities); multiples based on calendar year
earnings in the year of acquisition
## SUPPORTING BUNZL’S DEVELOPMENT
**Strong returns achieved across bolt-ons**
**Average year 2 ROIC² for bolt-ons¹ acquired over**
**2021-2023**
**13.3%**
## bolt-ons¹ ; (EV/EBITA; initial stakes) 3
## Read more about our acquisition strategy
Market expansion across core customer
sectors (existing and new customers)
Product range development
Focus on value-add distribution
businesses has led to higher margin
acquisitions
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | <20 |
| --- | --- | --- | --- | --- | --- | --- |
## PURPOSE-LED STRATEGY continued
## ACQUISITION GROWTH
## We have a highly successful acquisition model with a focused and disciplined selection process and strong expertise across the Group
## WHY BUNZL IS AN ATTRACTIVE
## HOME FOR A BUSINESS
**We support the development**
**of the businesses we acquire,**
**while preserving their**
**commercial autonomy and**
**growth focus**
Aligned entrepreneurial mindset
and culture
Leverage Group investments and
expertise (e.g. own brand, sustainability,
digital)
## ORIGINATION
**We have a multi-national central acquisition team, deployed globally**
**and supported by strategic local partnerships**
• Local origination
complemented by central
adviser relationships
• Multi-year relationships
• Multi-year relationships
• Business cases developed
by local teams
## EXECUTION
• Central execution
expertise
• Strict due diligence
process
## FOCUSED ACQUISITION PROCESS
## FOCUSED ACQUISITION PROCESS HOME FOR A BUSINESS
## ON-BOARDING AND DELIVERY
Resilient and growing markets
## Fragmented customer and supplier base; ON-BOARDING
## We apply disciplined criteria to selecting the right businesses
• Light integration (e.g.
financial reporting and
controls, people-related
policies, code of conduct)
• Synergy realisation;
working capital
optimisation
Collaboration and best practice sharing
executive committee over the last approved of this 280
Fragmented customer and supplier base;
further market consolidation opportunity
Strong management team and customer
Strong management team and customer
relationships
Synergies (e.g. purchasing, freight,
selective cross-selling opportunities)
Leverage Bunzl scale, including Asia
Synergy opportunities and attractive
financial returns (ROIC, ROACE)
Leading business if new sector or country
---
## INVESTMENT CASE
## A strong track record for delivering growth and returns to shareholders
## BUNZL HAS A COMPOUNDING GROWTH STRATEGY THAT DELIVERS
A diversified,
balanced and
resilient business
We operate across a diverse
and resilient range of end
markets and geographies, with
long-term relationships and a
low concentrated customer
and supplier base
## 33
**c.9%**
**2**
We have a strong track record
of growth in revenue, adjusted
operating profit and adjusted
earnings per share
Compounding
growth strategy
with a strong
track record
**3**
## Sustainable and
## equitable growth
Significant
opportunities for
future growth
There are significant
opportunities for growth
in both new and existing
markets and geographies
through the consolidation
of fragmented markets
We are a proactive
industry leader and partner,
continuously integrating
sustainability across our value
chain and supporting our
customers to meet their
objectives
Reduction in absolute emissions
since 2019
**5**
Highly cash
generative and
strong financial
discipline
Consistent strong cash
conversion and our strong
balance sheet supports our
growth strategy and other
opportunities for growth
Capital allocation
visibility to enhance
shareholder returns
**33**
We have clear capital
allocation priorities to
support organic growth and
self-funded value accretive
acquisitions to grow our
business and generate
enhanced shareholder
returns
---
## BUSINESS AREA REVIEW
## NORTH AMERICA
“ Actions we have taken in our
Distribution business have
improved operational
performance and I am
encouraged by the new
business we have won.”
**£6,276.7m**
(2024: £6,568.1m)
**Jim McCool,** Chief Executive Officer, North America
**Growth at constant exchange**1
**(1.2)%**
(2024: (2.6)%)
(2024: £6,568.1m)
**7.0%**
**Adjusted operating profit¹**
**£440.5m**
1. Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149 in our Annual Report).
2. Based on adjusted operating profit and before corporate costs (see Note 4 to the
**£440.5m**
(2024: £515.6m)
conditions and a category loss.
minor benefit from an acquisition. Operating
## Operating margin¹
**53%**
53% of revenue and
47% of adjusted
operating profit1, 2
**Underlying growth**1
**(0.3)%**
(2024: (3.4)%)
**Growth at constant exchange¹**
**(11.5)%**
(2024: 1.0%)
weak backdrop and resulting pressure from
customers amplified execution challenges and
drove a deterioration in adjusted operating profit.
In North America, revenue declined by 1.2% to
£6,276.7 million with underlying revenue declining
by 0.3%. Within underlying revenue, volumes and
selling prices were broadly stable, although
pricing was a small positive in the second half,
driven by tariffs. The 1.2% decline in constant
currency revenue was driven by the disposal of R3
Safety, which generated revenue of c.£50 million
in 2024. Adjusted operating profit decreased by
11.5%, to £440.5 million with operating margin at
7.0%, down from 7.9% in the prior year. This was
driven by underlying margin deterioration in our
Distribution business, with execution challenges
related to a significant operating model change,
alongside difficult end markets and resulting price
pressure from customers. Whilst Distribution
delivered a moderation of margin decline in the
second half, supported by our actions and despite
the economic backdrop, this was offset by weaker
demand in some other businesses, including
foodservice and grocery in Mexico, and food
processor and convenience stores.
The division of Distribution which supports US
Our food processor sector revenues increased
moderately, with increased volumes and price
inflation, although operating margins declined
significantly as price increases could not fully
offset tariff-related product cost increases given
the price-sensitivity of customers. Our businesses
serving the agriculture sector delivered stable
revenue, but margin declined significantly, driven
by increased customer pressure on margins and
tariff disruptions.
alongside difficult end markets and resulting price Our cleaning & hygiene revenues were broadly
stable, with flat volumes and a small amount
of deflation.
second half, supported by our actions and despite
Revenue in our retail supplies sector declined
primarily from customer losses, store closures
and new business materialising slower than
expected. Operating profit also declined, although
operating costs were well managed. The business
continues to focus on enhancing returns, with
strong success to date.
Revenue in our safety sector, excluding the impact
Revenue in our safety sector, excluding the impact
of acquisitions and disposals, was slightly higher,
supported by price inflation resulting from tariffs,
partially offset by lower volumes in the face of an
uncertain economic landscape in several end
markets. Operating margin declined as a result of
operating cost inflation and product mix.
Finally, our businesses in Canada grew
The division of Distribution which services
foodservice redistribution customers delivered
stable revenue over the year, despite the market
backdrop and issues related to its operating
model change. After experiencing significant
deflation in 2024 and into the start of 2025,
pricing was broadly neutral in 2025, supported by
tariff-related price increases in the second half.
The team has continued their focus on regaining
volumes previously lost from execution issues
related to operating model changes. However, the
---
## Strategic Report
## BUSINESS AREA REVIEW continued
## Bunzl North America Distribution overview: A market-leading, established and scale business
In North America, financial performance has been impacted by execution challenges related to an organisational
model change largely implemented by the start of 2024 in our Distribution business, our largest business, which
primarily services grocery and foodservice customers. This has been amplified by a weaker market.
## #1 OF C.35 OPERATING
## COMPANIES IN NORTH AMERICA
## • c.30% of Group revenue
## PREDOMINANTLY GROCERY AND FOODSERVICE CUSTOMERS • Large national distributor in these
## A KEY FOUNDATION OF THE GROUP’S HISTORICAL RESILIENCE • Complementary end market drivers
• Complementary end market drivers
• Attractive return on average
AND FOODSERVICE CUSTOMERS
• Large national distributor in these
end markets
• Attractive return on average
operating capital, driven by
strong asset turn
**BUNZL NORTH AMERICA DISTRIBUTION**
## BUNZL NORTH AMERICA DISTRIBUTION
## SCALE AND EXPERTISE SUPPORTS A STRONG CUSTOMER PROPOSITION…
National coverage with good
infrastructure
Efficient operations and low
cost to serve
## …WITH SALES TAILORED TO THE END CUSTOMER SEGMENTS
• Goods not for resale
## GROCERY END CUSTOMERS
• Contracted product categories
• Need reliability and consistency
• Revenue weighted to national/
regional customers
## FOODSERVICE REDISTRIBUTORS
• Partly uncontracted business
• Need speed and availability
• Revenue more mixed (local and
national/regional customers)
---
**BUSINESS AREA REVIEW** continued
## BUSINESS AREA REVIEW continued
## North America Distribution: Update on actions supporting improved operational performance
Although the business has seen good momentum with business wins with national customers and a significant increase
in our underpenetrated own brand levels, the business was impacted by resulting loss of agility servicing local customers
following the change in organisational model. The Group took decisive action in the first half.
## BUNZL NORTH AMERICAN DISTRIBUTION: ACTIONS
**RE-ENGAGED AND**
**MOTIVATED TEAMS**
## RE-ENGAGED AND MOTIVATED TEAMS
• **Management change** stabilised the
business
• Improved salesforce engagement
• **Improved salesforce engagement**
scores in our local business vs. 2024
• **Strong cost savings achieved**
• More **robust sales pipeline** management
(improved visibility and accountability)
• Strong cost savings achieved
## IMPROVED
## MODEL EXECUTION
## CORE BUSINESS
## REQUIREMENTS RESTORED
• **Product availability** improved;
**inventory stabilised**
## REFOCUS ON BRANDED
## SUPPLIERS, ALONGSIDE
## OWN BRAND DEVELOPMENT
• **Increased own brand penetration**;
category launches well received
• **Strengthen branded supplier**
**relationships**, with increased joint
programmes targeting specific market
opportunities
• Increased own brand penetration;
## local markets ( improved agility and
## response times )
**Q4 2025 NEW**
**BUSINESS**
**OVERALL WORTH**
**>$100M**
## Q4 2025 NEW
## BUSINESS
## OVERALL WORTH >$100M
REVENUE GROWTH >$100M
## FUTURE PLANS: OUR FOCUS FOR 2026 AND BEYOND…
• New customers
and wallet
share gains
• Supported by new
## MODERATION IN
## DISTRIBUTION’S
• Complementary own brand growth OPERATING
## alongside preferred branded supplier MARGIN DECLINE
**IMPROVED**
**UNDERLYING**
**REVENUE GROWTH**
**IN H2, DESPITE**
**INCREASED**
**MARKET**
**PRESSURE**
• Effective sales and operations model
to drive growth
• Coordinated approach with national /
• Coordinated approach with national /
larger customers; empowered and agile
approach with local customers
• Complementary own brand growth
• Complementary own brand growth
alongside preferred branded supplier
growth with focus on margins
• Motivated teams empowered to make
• Motivated teams empowered to make
fast and local decisions
**A STRONGER PLATFORM TO DRIVE**
**LONG-TERM PROFITABLE GROWTH**
---
**BUSINESS AREA REVIEW** continued
# CONTINENTAL EUROPE
“ We delivered a stabilisation of
year-on-year adjusted operating
profit and operating margin
across Continental Europe in
the second half of the year.”
**£2,442.0m**
(2024: £ 2, 377.1m)
(2024: £210.8m)
**£204.7m**
(2024: £210.8m)
**8.4%**
**2.5%**
(2024: 4.1%)
**Alberto Grau,** Managing Director, Continental Europe
1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 147 to 149 in our Annual Report).
2. Based on adjusted operating profit and before corporate costs (see Note 4 to the
product range expansion in the packaging
**Operating margin¹**
**8.4%**
**21%**
21% of revenue and
22% of adjusted
operating profit1, 2
**Underlying growth¹**
**0.3%**
(2024: (1.7%))
**Growth at constant exchange¹**
**(3.6)%**
(2024: (3.1%))
continued success of its bolt-on acquisition
strategy with the acquisitions of Anper in June
2024, Cermeron in August 2024, Quindesur in July
2025 and Anta in September 2025.
Revenue in Continental Europe grew by 2.5%
to £2,442.0 million, driven by the benefit of
acquisitions. Underlying revenue growth grew
0.3%, driven by slight net inflation. Adjusted
operating profit decreased by 3.6% to £204.7
million, with a decline in operating margin from
8.9% to 8.4%. Although we saw resilient
performances in the Netherlands and Spain, and
a strong performance in Finland, as well as the
benefit from acquisitions, the business area’s
performance was primarily impacted by the
performance of France and certain online
businesses in the first half of the year, against a
challenging operating environment. Importantly,
the business area’s operating margin stabilised in
the second half, driven by improved performance
in both France and our online businesses,
supported by actions taken and easier year-onyear comparatives, with the macroeconomic
backdrop impacting performance from the
second half of 2024. This improvement was
partially offset by a weaker second half
performance in Central and Eastern Europe.
In France, revenue in our cleaning & hygiene
In the Netherlands, moderate growth alongside
good margin management have driven moderate
operating profit growth. We continue to make
progress with digital tools to support the
businesses, including the successful
implementation of a Warehouse Management
System and the development of an online
marketplace solution in our grocery business.
marketplace solution in our grocery business.
In the Nordics, we have seen good sales and
strong profit growth from both our Norwegian
catering equipment business and our Finnish
cleaning & hygiene business. In Norway we have
benefitted from an increased amount of project
business and public sector spend, while our
Pamark business in Finland saw recent customer
wins and margin management support growth.
Denmark revenue declined moderately due to
volume reduction in our foodservice and retail
businesses with 2024 customer losses only
partially offset with customer wins.
In Central and Eastern Europe, revenue is down
In France, revenue in our cleaning & hygiene
businesses declined with the ongoing, albeit
slowing, impact of deflation and soft volumes in
the first half of the year. Whilst action was taken to
reduce operating costs, this did not fully offset the
impact of lower sales and margin pressure,
leading to margin contraction over the period. A
project to consolidate smaller warehouses in our
largest business is nearing completion and will
deliver a more efficient operating platform with
improved service levels to our customers.
Revenue in our safety business, whilst flat for the
year, increased in the second half, supported by
new business wins. Revenue declined in our
foodservice businesses with domestic and public
sector customers due to a soft market.
## Adjusted operating profit¹
Our online businesses have seen mixed results
with good growth from our German cleaning &
hygiene business whilst our Spanish healthcare
and Dutch foodservice businesses suffered from
reduced traffic and conversion of online
marketing activities into revenue.
---
**BUSINESS AREA REVIEW** continued
## UK & IRELAND
**Revenue**
**£1,883.6m**
(2024: £1,625.8m)
“ Nisbets showed considerable
improvement in performance
during 2025, generating strong
operating profit growth and
greater than expected
synergies.”
**Growth at constant exchange**1
**15.9%**
(2024: 19.3%)
## Growth at constant exchange¹
**8.1%**
**Dale Stokes,** Managing Director, UK & Ireland
**£15 3.1m**
(2024: 8.3%)
**Adjusted operating profit¹**
**£15 3.1m**
1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 147 to 149 in our Annual Report).
2. Based on adjusted operating profit and before corporate costs (see Note 4 to the
**16%**
**Underlying growth**1
**1.4%**
(2024: (4.2)%)
workwear business saw improved performance
as the year progressed with a particularly strong
finish to 2025.
Encouragingly, improved ordering from existing
customers and the incremental gains from new
account wins led to a good finish to 2025. The
reduction in operating margins from 8.3% to 8.1%
was driven by the impact of the consolidation of
Nisbets in the first half of the year which, as a
catering business, has a seasonally lower margin
in the first half, and partially offset by underlying
margin growth, driven by a good performance in
our foodservice businesses. Margin growth in the
second half of the year was strongly supported by
synergies delivered through the acquisition of
Nisbets, predominantly related to third-party
logistics and procurement savings, and including
benefits to other UK & Ireland businesses.
Our grocery and non-food retail businesses saw
a slight reduction in revenues, driven by lower
volumes. Grocery profits were stable, despite a
mixed customer picture and consumer sentiment
remaining weak. Our non-food packaging
business aimed primarily at luxury retailers
showed growth despite a difficult global demand
picture in its principal markets. Our other
packaging businesses experienced lower
revenues due to corrugate deflation and
temporary issues faced by some leading
customers, unrelated to Bunzl’s service.
In 2025, our foodservice division delivered strong
results, especially in the second half of the year.
Sales growth came from the Nisbets and C&C
acquisitions as well as solid performances in
existing businesses. Robust increases in profit
in our legacy operations were driven by revenue
growth from pricing adjustments and new
account wins, disciplined cost management
and synergy benefits related to Nisbets. Nisbets
showed improvement in performance during
2025, generating positive sales and operating
profit growth in the second half. These results
were supported by operational improvements,
procurement savings and greater than
anticipated synergy benefits.
Our businesses in Ireland experienced strong
Our cleaning & hygiene and care businesses
delivered revenue growth as a result of the
acquisition of Arrow County, which was acquired
in October 2024. The underlying businesses saw
further deflation across some key product
categories, although this eased over the year, and
the most significant operating business within this
sector continues to win new customers, driven by
a strong sustainability centred value proposition.
Although operating margins declined, reflective of
selling-price deflation, pricing is expected to be
less of a headwind in future periods.
The safety businesses experienced a decline in
underlying revenue due to volume reductions
with existing customers outweighing the positive
contribution from contract wins through the
course of the year. There has been further
investment in new operationally efficient locations
to deliver higher levels of service to customers,
and our businesses are well placed to take
advantage of recent government announcements
relating to infrastructure projects. Our online
---
**BUSINESS AREA REVIEW** continued
**Scott Mayne,** Managing Director,
Asia Pacific
[Image: X113]
# REST OF THE WORLD
**Revenue**
**£1, 24 3.1m**
**£1, 24 3.1m**
(2024: £1,205.4m)
**11.7%**
**Adjusted operating profit¹**
**£145.3m**
**Jonathan Taylor,** Managing Director,
Latin America
[Image: X114]
## Growth at constant exchange¹ 9.1%
1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 147 to 149 in our Annual Report).
2. Based on adjusted operating profit and before corporate costs (see Note 4 to the
**10%**
(2024: £146.2m)
## Operating margin¹
**£145.3m**
(2024: £146.2m)
**Underlying growth¹**
**3.5%**
(2024: 5.5%)
**Growth at constant exchange¹**
**5.4%**
business confidence. Our safety businesses
in Peru and Colombia, on the other hand,
experienced strong sales and profit growth
as local manufacturing and mining industries
proved more resilient.
In Rest of the World, revenue increased by 9.1%
to £1,243.1 million, driven by acquisitions, as well
as underlying revenue growth of 3.5%. Adjusted
operating profit grew by 5.4% to £145.3 million,
with operating margin falling from 12.1% to 11.7%,
driven by an operating margin reduction in Brazil.
Asia Pacific delivered very strong revenue and
profit growth, supported by both acquisitions
and organic performance of existing businesses.
Latin America achieved strong revenue growth,
supported by acquisitions and underlying
revenue growth, but operating margin was
strongly impacted by Brazil, where currencyrelated cost increases could not be fully passed
on to customers.
In Asia Pacific our largest business Bunzl Australia
and New Zealand delivered strong growth in the
period. The healthcare sector in both aged care
and hospitals was the main driver with continued
new business wins and category expansion at
existing customers. The hospitality sector
showed growth in the second half while our
specialist cleaning & hygiene businesses
contributed solid results focusing on equipment
repairs and servicing.
In Brazil, our safety businesses delivered modest,
price-driven sales growth but operating margins
were lower as strong currency-driven cost
increases, which began in the second quarter of
2025, could not be fully passed on to customers
due to weakening demand in the industrial
markets. Our healthcare businesses also grew
modestly driven by a greater number of attended
surgeries, although the value per surgery fell,
impacting margins. After a record year in 2024,
our cleaning & hygiene businesses had a more
difficult year as an increase in credit risk at some
customers reduced sales and pressured
operating margins. Finally, our foodservice
business grew strongly with the acquisition of
Solupack, a specialist own brand packaging
solutions provider, while underlying sales were
also up slightly albeit at lower margins. Over the
course of the year Brazil moved from seeing
strong inflation to slight deflation.
In Chile, our safety businesses saw strong growth
Our MedTech business and specialist healthcare
operations in Australia and New Zealand also
delivered good results in both sales and margin
despite lower-than-expected spend by
government customers in this sector, supported
by the acquisitions of Cubro Group and DBM
Medical Group. Our continued focus on
specialisation has allowed this business to grow
with existing customers and target other
distribution opportunities.
In Chile, our safety businesses saw strong growth
in sales and operating profits, driven by robust
demand in the mining sector and subdued cost
inflation. Our foodservice business also saw good
sales growth and higher gross margins despite
strong competition in the wholesale market. In
July 2025 we acquired Hospitalia, our first
healthcare business in Chile which has had an
encouraging start. Elsewhere, our Mexico safety
business had a challenging year with flat sales and
lower margins due to US tariffs impacting
---
## Strategic Report
## FINANCIAL REVIEW
“ We’re committed to building on
Bunzl’s historical consistent
compounding success.”
**2025 FINANCIAL HIGHLIGHTS**
**£11,845m**
(2024: £11,776m) **+3.0%**†
**Adjusted**
**operating profit***
Down 6.7% at actual
exchange rates
**£910.3m**
**£910.3m**
**Operating profit**
(2024: £976.1m) **(4.3)%**†
Down 8.0% at actual
exchange rates
**£735.3m**
**£735.3m**
(2024: £799.3m) **(5.7)%**†
**Adjusted earnings**
**per share***
Down 7.7% at actual
exchange rates
**179.3p**
**Dividend per share**
Long track record of
dividend growth continues
**74.1p**
**Cash conversion***
**74.1p**
(2024: 73.9p) **+0.3%**
**2.0x**
**Committed**
**acquisition spend**
**£131.8m**
(2024: 1.8x)
**£131.8m**
(2024: £882.5m)
**95%**
(2024: 93%)
## Adjusted net debt
## Share buyback
**£200m**
(2024: £250m)
† At constant exchange rates.
* Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).
---
## FINANCIAL REVIEW continued
## Revenue Growth at
| | 2025£m | 2024£m | Growth as reported | Growth at constant exchange |
| --- | --- | --- | --- | --- |
| Financial results | | | | |
| Revenue | 11,845.4 | 11,776.4 | 0.6% | 3.0% |
| Adjusted operating profit* | 910.3 | 976.1 | (6.7)% | (4.3)% |
| Adjusted profit before income tax* | 787.1 | 872.9 | (9.8)% | (7.4)% |
| Adjusted earnings per share* | 179.3p | 194.3p | (7.7)% | (5.2)% |
| Dividend for the year | 74.1p | 73.9p | 0.3% | |
| Statutory results | | | | |
| Operating profit | 735.3 | 799.3 | (8.0)% | (5.7)% |
| Profit before income tax | 620.5 | 673.6 | (7.9)% | (5.3)% |
| Basic earnings per share | 141.5p | 149.6p | (5.4)% | (2.7)% |
| Balance sheet and Cash flow | | | | |
| Return on average operating capital %* | 37.0% | 43.2% | | |
| Return on invested capital %* | 13.0% | 14.8% | | |
| Cash conversion %* | 95% | 93% | | |
* Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).
## Currency translation
## Revenue
Revenue increased to £11,845.4 million (2024: £11,776.4 million), an increase of 0.6% at actual
exchange rates. At constant exchange rates revenue increased 3.0% driven by acquisitions net of
disposals adding 2.9%, and underlying growth of 0.4%, partly offset by one less trading day in 2025
compared to 2024 reducing revenue by 0.3%. Underlying revenue growth was supported by moderate
growth across Rest of the World and the UK & Ireland largely countered by a very slight decline in North
America, and with both volumes and net inflation stable over the year. We benefited from a small level
of net Group inflation towards the end of the year, driven by tariff-related price increases in North
America, but continued to see deflation in our cleaning & hygiene business in France and the UK
despite some moderation through 2025. Underlying revenue growth improved over the year and was
stronger in the second half, growing at 0.9% compared to a 0.2% decline in the first half of the year,
despite tougher comparatives, and was supported by new business wins and underlying growth
across all business areas.
| Average exchange rates | 2025 | 2024 |
| --- | --- | --- |
| US$ | 1.32 | 1.28 |
| Euro | 1.17 | 1.18 |
| Canadian$ | 1.84 | 1.75 |
| Brazilian real | 7.36 | 6.89 |
| Australian$ | 2.04 | 1.94 |
## Closing exchange rates
**Movement in revenue** (£m)
## Operating profit Adjusted operating profit was £910.3 million (2024: £976.1 million), a decrease of 4.3% at constant
Adjusted operating profit was £910.3 million (2024: £976.1 million), a decrease of 4.3% at constant
exchange rates and 6.7% at actual exchange rates. This included a £7.8 million share-based payment
credit due to the reversal of prior year charges related to awards made in 2023 and 2024 which have
been impacted by the Group’s performance in 2025. At both constant and actual exchange rates
operating margin decreased to 7.7% from 8.3% in 2024. The decline in operating margin to 7.7% was
driven by execution issues in our largest operating business, Bunzl Distribution in North America, and
market-driven weakness in some of our other business. Excluding the share-based payment credit
noted above operating margin was 7.6%.
---
## FINANCIAL REVIEW continued
**Movement in adjusted operating profit** (£m)
Operating profit was £735.3 million (2024: £799.3 million), a decrease of 5.7% at constant exchange
rates and 8.0% at actual exchange rates.
**Movement in operating profit** (£m)
820
Amortisation excluding software, which includes amortisation on customer and supplier relationships,
brands and technology, acquisition related items and the non-recurring pension scheme credit are
excluded from the calculation of adjusted operating profit as they do not relate to the trading
performance of the business. Accordingly, these items are not taken into account by management
when assessing the results of the business and are removed in calculating adjusted operating profit
and other alternative performance measures by which management assess the performance of
the Group.
## Net finance expense
interest on unwinding of discounting deferred consideration on acquisitions.
The profit on disposal of business in 2025 of £11.9 million relates to the disposal of R3 Safety in North
America, which completed on 31 January 2025. The profit on disposal reflects the cash consideration
received of £17.6 million and recycling of historical foreign exchange gains of £5.6 million held in the
translation reserve within equity offset by the net book value of assets disposed of £10.4 million and
transaction costs and provisions of £0.9 million. The loss on disposal of business in 2024 of £20.3
million relates to the disposal of the Group’s business in Argentina and a healthcare business in
Germany, which completed on 14 March 2024 and 12 July 2024 respectively. There was no material
impact from the disposal of these businesses on the Group’s trading performance.
## Disposal of businesses
Adjusted profit before income tax was £787.1 million (2024: £872.9 million), down 7.4% at constant
exchange rates (down 9.8% at actual exchange rates), due to the decline in adjusted operating profit
and the increase in adjusted net finance expense. Profit before income tax was £620.5 million (2024:
£673.6 million), a decrease of 5.3% at constant exchange rates (down 7.9% at actual exchange rates)
due to the decline in operating profit and increase in net finance expenses, partly offset by the gain
on disposal of businesses in 2025 compared to the losses on disposal of businesses in 2024.
## Profit before income tax
The Group’s tax strategy is to comply with tax laws in all countries in which it operates and to balance
its responsibilities for controlling the tax costs with its responsibilities to pay the appropriate level of
tax where it does business. No companies are established in tax havens or other countries for tax
purposes where the Group does not have an operational presence and the Group’s de-centralised
operational structure means that the level of intragroup trading transactions is very low. The Group
does not use intragroup transfer prices to shift profit into low tax jurisdictions. The Group’s tax
strategy has been approved by the Board and tax risks are reviewed by the Audit Committee. In
accordance with UK legislation, the strategy is published on the Bunzl plc website within the Corporate
governance section.
The effective tax rate (being the tax rate on adjusted profit before income tax) for the year was 26.0%
## Taxation
The effective tax rate (being the tax rate on adjusted profit before income tax) for the year was 26.0%
(2024: 25.5%) and the reported tax rate on statutory profit was 25.9% (2024: 25.6%). The effective tax
rate for 2025 is higher than for 2024 primarily due to the absence of one-off benefits from UK group
relief included in 2024. The Group’s effective tax rate is expected to be 26.0% in 2026.
Earnings per share
**Earnings per share**
Adjusted profit after tax attributable to the Company’s equity holders was £581.9 million (2024:
£649.9 million), down 8.0% and a decrease of £50.8 million at constant exchange rates (down 10.5%
at actual exchange rates), due to a £62.8 million decrease in adjusted profit before income tax, partly
offset by a £12.0 million decrease in the tax on adjusted profit before income tax at constant exchange
rates. Adjusted profit after tax for the year bears a £6.6 million adverse impact from hyperinflation
accounting adjustments (2024: £9.8 million adverse impact).
Profit after tax attributable to the Company’s equity holders decreased to £459.2 million (2024:
## Earnings per share
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 31 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## FINANCIAL REVIEW continued
The weighted average number of shares in issue decreased to 324.6 million from 334.4 million in 2024
due to shares cancelled under the share buyback programme and share purchases into the employee
benefit trust partly offset by employee share option exercises.
Adjusted earnings per share attributable to the Company’s equity holders were 179.3p (2024: 194.3p), a
decrease of 5.2% at constant exchange rates (down 7.7% at actual exchange rates). Basic earnings per
share attributable to the Company’s equity holders were 141.5p (2024: 149.6p), down 2.7% at constant
exchange rates (down 5.4% at actual exchange rates).
**Movement in adjusted eps** (p)
**Movement in basic eps** (p)
## Dividends
| | 2025 | 2024 | Growth |
| --- | --- | --- | --- |
| Interim dividend(p) | 20.2 | 20.1 | 0.5% |
| Final dividend(p) | 53.9 | 53.8 | 0.2% |
| Total dividend(p) | 74.1 | 73.9 | 0.3% |
| Dividend cover(times) | 2.4 | 2.6 | |
2.6 Movement in adjusted eps (p)
An analysis of dividends per share for the years to which they relate is shown below:
The Company’s practice is to pay a progressive dividend, delivering year-on-year increases. The Board is
proposing a 2025 final dividend of 53.9p, an increase of 0.2% on the amount paid in relation to the 2024
final dividend. The 2025 total dividend of 74.1p is 0.3% higher than the 2024 total dividend.
Before approving any dividends, the Board considers the level of borrowings of the Group by reference
Before approving any dividends, the Board considers the level of borrowings of the Group by reference
to the ratio of net debt to EBITDA, the ability of the Group to continue to generate cash and the amount
required to invest in the business, in particular into future acquisitions. The Group’s long term track
record of strong cash generation, coupled with the Group’s substantial borrowing facilities, provides
the Company with the financial flexibility to fund a growing dividend. After the further growth in 2025,
Bunzl has sustained 33 years of consecutive annual dividend growth to shareholders.
The risks and constraints to maintaining a growing dividend are principally those linked to the Group’s
trading performance and liquidity, as described in the Principal risks and uncertainties on pages 64 to
72. The Group has substantial distributable reserves within Bunzl plc and there is a robust process of
distributing profits generated by subsidiary undertakings up through the Group to Bunzl plc. At 31
December 2025 Bunzl plc had sufficient distributable reserves to cover more than six years of
dividends at the levels of those delivered in 2025, which is expected to be approximately £240 million.
Acquisitions
The Group completed eight acquisitions during the year ended 31 December 2025, with a total
committed spend of £131.8 million. The estimated annualised revenue and adjusted operating profit
of the acquisitions completed during the year were £92 million and £16 million, respectively.
A summary of the effect of acquisitions is as follows:
| | £m |
| --- | --- |
| Fair value of net assets acquired | 53.3 |
| Goodwill | 50.9 |
| Consideration | 104.2 |
| Satisfied by: | |
| cash consideration | 95.6 |
| deferred consideration | 8.6 |
| | 104.2 |
| Contingent payments relating to retention of former owners | 17.4 |
| Net cash acquired | (1.0) |
| Transaction costs and expenses | 11.2 |
| Total committed spend in respect of acquisitions completed in the current year | 131.8 |
## Acquisitions
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 32 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## FINANCIAL REVIEW continued
The net cash outflow in the year in respect of acquisitions comprised:
| | £m |
| --- | --- |
| Cash consideration | 95.6 |
| Net cash acquired | (1.0) |
| Deferred consideration payments | 23.9 |
| Net cash outflow on purchase of businesses | 118.5 |
| Cash outflow from acquisition related items* | 43.4 |
| Total cash outflow in respect of acquisitions | 161.9 |
* Acquisition related items comprise £12.1 million of transaction costs and expenses paid and £31.3 million of payments relating to
retention of former owners.
## Cash flow
A summary of the cash flow for the year is shown below:
| | 2025£m | 2024£m |
| --- | --- | --- |
| Cash generated from operations $ ^{\dagger}$ | 1,136.1 | 1,133.4 |
| Payment of lease liabilities | (232.7) | (216.7) |
| Net capital expenditure | (68.8) | (37.2) |
| Operating cash flow $ ^{\dagger}$ | 834.6 | 879.5 |
| Net interest paid excluding interest on lease liabilities | (76.4) | (65.2) |
| Income tax paid | (179.7) | (180.5) |
| Free cash flow | 578.5 | 633.8 |
| Dividends paid | (242.2) | (228.6) |
| Net payments relating to employee share schemes | (40.0) | (14.3) |
| Net cash inflow before acquisitions, disposals and purchase of own shares | 296.3 | 390.9 |
| Purchase of own shares | (204.8) | (247.9) |
| Acquisitions $ ^{0}$ | (161.9) | (678.2) |
| Disposals | 17.0 | 2.9 |
| Net cash outflow on net debt excluding lease liabilities | (53.4) | (532.3) |
† Before acquisition related items.
◊ Including acquisition related items.
◊ Including acquisition related items.
The Group’s operating cash flow of £834.6 million was £44.9 million lower than in 2024 driven by an
increase in net capital expenditure of £31.6 million as we invested in a number of projects particularly
in North America, the UK, France and Denmark to improve operational efficiency, and a £16.0 million
increase in payment of lease liabilities. The Group’s free cash flow of £578.5 million was £55.3 million
lower than in 2024, driven by the decrease in operating cash flow of £44.9 million and an increase of
£11.2 million in net interest paid excluding interest on lease liabilities. The Group’s free cash flow was
used to finance dividend payments of £242.2 million in respect of 2024 (2024: £228.6 million in respect
of 2023), purchase of own shares of £204.8 million (2024: £247.9 million) and net payments of
£40.0 million (2024: net payments of £14.3 million) relating to employee share schemes, and partially
finance an acquisition cash outflow of £161.9 million (2024: £678.2 million). Purchase of own shares of
£204.8 million comprises the £200 million 2025 share buyback programme, £3.3 million relating to
outstanding payments from the 2024 share buyback programme, stamp duty of £1.3 million and
transaction costs of £0.2 million. Cash conversion (being the ratio of operating cash flow as a
percentage of lease adjusted operating profit) was 95% (2024: 93%).
| | 2025£m | 2024£m |
| --- | --- | --- |
| Operating cash flow | 834.6 | 879.5 |
| | | |
| Adjusted operating profit | 910.3 | 976.1 |
| Add back depreciation of right-of-use assets | 197.8 | 186.1 |
| Deduct payment of lease liabilities | (232.7) | (216.7) |
| Lease adjusted operating profit | 875.4 | 945.5 |
| | | |
| Cash conversion | 95% | 93% |
| | 2025£m | 2024£m |
| --- | --- | --- |
| Net debt excluding lease liabilities | (1,663.9) | (1,611.4) |
| Total deferred and contingent consideration on and off balance sheet | (278.9) | (375.4) |
| Adjusted net debt | (1,942.8) | (1,986.8) |
| Lease liabilities | (742.5) | (754.1) |
| Adjusted net debt including lease liabilities | (2,685.3) | (2,740.9) |
| | | |
| Adjusted net debt to EBITDA | 2.0x | 1.8x |
| | | |
| Adjusted net debt including lease liabilities to EBITDA | 2.2x | 2.1x |
## Net debt
Net debt excluding lease liabilities increased by £52.5 million during the year to £1,663.9 million
(2024: £1,611.4 million), due to a net cash outflow of £53.4 million and a non-cash increase in debt of
£7.8 million, partly offset by a £8.7 million decrease due to currency translation.
Adjusted net debt decreased by £44.0 million during the year to £1,942.8 million (2024: £1,986.8 million)
Adjusted net debt decreased by £44.0 million during the year to £1,942.8 million (2024: £1,986.8 million)
due to a £96.5 million decrease in total deferred and contingent consideration, partly offset by the
£52.5 million increase in net debt excluding lease liabilities.
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 33 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## FINANCIAL REVIEW continued
## Balance sheet
Summary balance sheet at 31 December:
| | 2025£m | 2024£m |
| --- | --- | --- |
| Intangible assets | 3618.1 | 3683.8 |
| Right-of-use assets | 682.1 | 697.6 |
| Property, plant and equipment | 231.1 | 213.3 |
| Working capital | 1288.1 | 1210.2 |
| Net assets held for sale | - | 10.0 |
| Deferred consideration | (225.7) | (258.2) |
| Other net liabilities | (411.9) | (420.3) |
| Net pension surplus | 17.4 | 19.8 |
| Net debt excluding lease liabilities | (1663.9) | (1611.4) |
| Lease liabilities | (742.5) | (754.1) |
| Equity | 2792.8 | 2790.7 |
| | | |
| Return on average operating capital | 37.0% | 43.2% |
| Return on invested capital | 13.0% | 14.8% |
Return on average operating capital decreased to 37.0% from 43.2% in 2024 and Return on invested
capital decreased to 13.0% compared to 14.8% in 2024 due to lower adjusted operating profit in the
underlying businesses.
Intangible assets decreased by £65.7 million to £3,618.1 million due to an amortisation charge of
£164.5 million, an impairment charge of £10.7 million, and a decrease from currency translation
of £15.9 million, partly offset by intangible assets arising on acquisitions in the year of £104.3 million,
a net increase from hyperinflation adjustments of £5.2 million and software additions of £15.9 million.
Right-of-use assets decreased by £15.5 million to £682.1 million due to a depreciation charge of
Deferred consideration decreased by £32.5 million to £225.7 million due to deferred consideration
and retention payments of £43.8 million, a net credit from adjustments to previously estimated earn
outs of £45.5 million, partly offset by charges relating to the retention of former owners of £40.9 million,
£8.6 million of deferred consideration recognised on current year acquisitions, interest on unwinding of
discounting of £3.5 million and an increase from currency translation of £3.8 million. Off balance sheet
expected future payments, which are contingent on the continued retention of former owners of
businesses acquired, decreased by £64.0 million to £53.2 million due to a £40.9 million decrease from
Right-of-use assets decreased by £15.5 million to £682.1 million due to a depreciation charge of
£197.8 million and a decrease from currency translation of £9.5 million, partly offset by additional
right-of-use assets from new leases during the year of £157.0 million, an increase from remeasurement
adjustments of £29.6 million and an increase from acquisitions of £5.2 million.
Working capital increased from the prior year end by £77.9 million to £1,288.1 million mainly due to
retention of former owners which was recognised on the balance sheet during the year, a reduction
to previously estimated contingent consideration of £28.3 million and unwinding of discounting of
£3.5 million, partly offset by £7.9 million of contingent consideration for current year acquisitions and
an increase from foreign exchange of £0.8 million. Total deferred and contingent consideration both
on and off balance sheet at 31 December 2025 was £278.9 million (2024: £375.4 million).
The Group’s net pension surplus of £17.4 million at 31 December 2025 has decreased by £2.4 million
from the net pension surplus of £19.8 million at 31 December 2024, largely due to actuarial losses
of £3.7 million.
(258.2) the gross balances within the Group’s cash-pooling arrangement.
Shareholders’ equity increased by £2.1 million during the year to £2,792.8 million. Own shares
purchased for cancellation during the year of £151.5 million includes the £200 million 2025 share
buyback programme which was completed during the year, £1.3 million of stamp duty and £0.2
million of transaction costs less £50.0 million committed at 31 December 2024.
**Movement in shareholders’ equity** (£m)
## Capital management
The Group’s policy is to maintain a strong capital base to maintain investor, creditor and market
confidence and to sustain future development of the business. The Group funds its operations
through a mixture of shareholders’ equity and bank and capital market borrowings. The Group’s
funding strategy is to maintain an investment grade credit rating. The Company’s current credit ratings
with Standard & Poor’s are BBB+ (long term) and A-2 (short term). All borrowings are managed by a
central treasury function and funds raised are lent onward to operating subsidiaries as required. The
overall objective is to manage the funding to ensure the borrowings have a range of maturities, are
competitively priced and meet the demands of the business over time. There were no changes to the
Group’s approach to capital management during the year and the Group is not subject to any externally
imposed capital requirements.
---
## FINANCIAL REVIEW continued
## Treasury policies and controls The Group has a centralised treasury department to control external borrowings and manage liquidity,
The Group has a centralised treasury department to control external borrowings and manage liquidity,
interest rate, foreign currency and credit risks. Treasury policies have been approved by the Board and
cover the nature of the exposure to be hedged, the types of financial instruments that may be
employed and the criteria for investing and borrowing cash. The Group uses derivatives to manage its
foreign currency and interest rate risks arising from underlying business activities. No transactions of a
speculative nature are undertaken. The treasury department is subject to periodic independent review
by the internal audit department. Underlying policy assumptions and activities are periodically
reviewed by the Board. Controls over exposure changes and transaction authenticity are in place.
reviewed by the Board. Controls over exposure changes and transaction authenticity are in place.
The Group continually monitors net debt and forecast cash flows to ensure that sufficient facilities are
in place to meet the Group’s requirements in the short, medium and long term and, in order to do so,
arranges borrowings from a variety of sources. Additionally, compliance with the Group’s biannual debt
covenants is monitored on a monthly basis and formally tested at 30 June and 31 December. The
principal financial covenant limits are net debt, calculated at average exchange rates, to EBITDA of no
more than 3.5 times and interest cover of no less than 3.0 times, based on historical accounting
standards. Sensitivity analyses using various scenarios are applied to forecasts to assess their impact
on covenants and net debt. During the year ended 31 December 2025 all covenants were complied
with, with Covenant net debt to EBITDA of 1.8 times as at 31 December 2025 (31 December 2024:
1.5 times), and based on current forecasts it is expected that such covenants will continue to be
complied with for the foreseeable future. The US private placement notes (‘USPPs’) issued in March
2022 contain a clause whereby upon maturity of the previously issued USPPs, the latest maturity being
in 2028, the principal financial covenants referred to above will no longer apply.
The Group has substantial funding available comprising multi-currency credit facilities from the Group’s
banks, USPPs and senior bonds. During 2025, the Group issued under the terms of its Euro Medium
**Maturity profile by year** (£m)
The Group has substantial funding available comprising multi-currency credit facilities from the Group’s
banks, USPPs and senior bonds. During 2025, the Group issued under the terms of its Euro Medium
Term Note (‘EMTN’) programme a £250 million senior unsecured bond maturing in 2031 and a
£250 million senior unsecured bond maturing in 2036. The bonds issued extend the maturity profile
of the Group’s debt portfolio. At 31 December 2025 the nominal value of senior bonds outstanding
was £1,334.8 million (2024: £1,113.2 million) with maturities ranging from 2030 to 2036. At 31 December
2025 the nominal value of USPPs outstanding was £579.2 million (2024: £798.6 million) with maturities
ranging from 2026 to 2032. At 31 December 2025 the available committed bank facilities totalled
£1,250.0 million (2024: £933.5 million) of which none (2024: none) was drawn down. During 2025,
the Group refinanced all of its existing committed bank facilities with a syndicated bank facility of
£950 million and bilateral bank facilities of £300 million, with a maturity of 2030.
The Group has a €1 billion euro-commercial paper programme and a $1 billion US commercial
The Group expects to make repayments in the 18 month period from the date of these financial
statements to 30 June 2027 of approximately £116.3 million relating to maturing USPPs.
The Group has a €1 billion euro-commercial paper programme and a $1 billion US commercial
paper programme, under which it can issue short term notes. At 31 December 2025, the nominal
value of commercial paper in issue was £87.0 million (2024: £144.6 million) with maturities of up to
three months.
The Group expects to make repayments in the 18 month period from the date of these financial
US private placement notes Commercial paper
Senior bonds
Further details of the Group’s capital management and treasury policies and controls are set out
in Note 18 to the consolidated financial statements on pages 162 to 167.
The directors, having reassessed the principal risks and uncertainties, consider it appropriate to adopt
the going concern basis of accounting in the preparation of the financial statements. In reaching this
conclusion, the directors noted the Group’s strong cash performance in the year, the substantial
funding available to the Group as described above and the resilience of the Group to a severe but
plausible downside scenario. Further details are set out in Note 1 to the consolidated financial
statements on page 141.
## Going concern
## Richard Howes Chief Financial Officer
**Richard Howes**
Chief Financial Officer
2 March 2026
---
## CAPITAL ALLOCATION
## Capital allocation and shareholder returns
Our capital allocation priorities remain unchanged and focused on the following: (1) to invest in the
business to support organic growth and operational efficiencies; (2) to pay a progressive dividend; (3)
to self-fund value-accretive acquisitions; and (4) to distribute excess cash. In the 21 years from 2004 to
2025, inclusive, Bunzl has committed £6.2 billion in acquisitions to support a growth strategy that has
delivered an annual adjusted earnings per share CAGR of c.9%, and has returned £3.1 billion to
shareholders through dividends and the 2024 and 2025 share buybacks.
In December 2024 Bunzl announced a £200 million share buyback programme, which commenced
at the start of 2025 and was completed by October 2025.
## CAPITAL ALLOCATION POLICY: FOCUSED ON BOLT-ON ACQUISITIONS THAT GENERATE STRONG RETURNS
## LEVERAGE IS WITHIN THE TARGET RANGE OF 2.0–2.5X
## 2 Adjusted net debt to EBITDA
1,2
• Leverage within the target range of 2.0-2.5x
remains appropriate
• Strong cash generation supports capital
allocation opportunities
• Consistent capital allocation framework
## CAPITAL ALLOCATION PRIORITIES UNCHANGED
## Invest in the business
37% Invest in the business
## Adjusted net debt to EBITDA 2
• Low risk, high return investments remain our priority
• Asset light business model
• Asset light business model
## Pay a progressive dividend • 33 consecutive years of annual dividend growth
• 33 consecutive years of annual dividend growth
• Dividend cover supports sustainable annual growth
of dividend payments
since 2004
£2.7bn Pay a progressive dividend
£6.2bn Value-accretive acquisitions
• Dividend cover supports sustainable annual growth
## Value-accretive acquisitions
• Continued focus on bolt-on acquisitions at attractive multiples which
deliver a strong return; valuation discipline
• Track record of successfully selecting and integrating businesses; clear
and established acquisition process
of committed spend
between 2004 and 2025
## Distribution of excess cash • Kept under regular review alongside level of excess cash and value-
£450m Distribution of excess cash
## accretive acquisition pipeline
1. Alternative performance measures (see Note 3 on pages 147 to 149 of the Annual Report)
2. Adjusted net debt to EBITDA – includes deferred and contingent consideration to be paid
• Pipeline active
---
## Strategic Report
## KEY PERFORMANCE INDICATORS
## Measuring our strategic progress
We use the following key performance
indicators (‘KPIs’) to measure our progress in
delivering the successful implementation of our
strategy and to monitor and drive performance.
**PROFITABLE ORGANIC GROWTH**
**Organic revenue growth**1(%)
Organic revenue growth of 0.1% was driven by growth in Rest of World
and UK & Ireland, partially offset by a decline in North America.
## Annualised revenue between 2024 and 2025 (£m)
**Reconciliation of revenue growth**
**between 2024 and 2025** (£m)
Revenue up 0.6% at actual exchange rates, up 3.0% at constant
exchange rates driven by a 2.9% benefit from acquisitions net of
disposals and 0.4% underlying growth in 2025 compared to 2024.
This was partially offset by a 0.3% decline from one less trading day.
**ACQUISITION GROWTH**
## OPERATING MODEL IMPROVEMENTS
## FINANCIAL indicators (‘KPIs’) to measure our progress in
**Acquisition spend** (£m)
These KPIs reflect our strategic priorities of developing the
improving the efficiency of our operations as well as other
financial and non-financial metrics.
Increase in revenue for the year excluding the impact of currency
translation, acquisitions during the first 12 months of ownership and
Consideration paid and payable, together with net debt/cash assumed,
in respect of acquisitions agreed during the year.
**Annualised revenue**
**from acquisitions** (£m)
Estimated revenue which would have been contributed by acquisitions
agreed during the year if such acquisitions had been completed
at the beginning of the relevant year (see Note 9 on pages 154 to 157).
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 37 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## KEY PERFORMANCE INDICATORS continued
**OPERATING MODEL IMPROVEMENTS**
## Cash conversion¹ (%)
## Operating margin¹ (%)
| 2025 | 7.7 |
| --- | --- |
| 2024 | 8.3 |
| 2023 | 8.0 |
| 2022 | 7.4 |
| 2021 | 7.3 |
Ratio of adjusted operating profit¹ to revenue.
Excluding the impact of acquisitions during the first 12 months of
ownership, the 2025 operating margin was 7.6%, down from 8.3%
in 2024 (restated at constant exchange rates).
Operating margin of 7.7% compared to 8.3% in 2024.
**Return on average**
**operating capital¹** (%)
Ratio of adjusted operating profit¹ to the average of the month end
operating capital employed (being property, plant and equipment,
software, right-of-use assets, inventories and trade and other
receivables less trade and other payables).
| 2025 | 37.0 |
| --- | --- |
| 2024 | 43.2 |
| 2023 | 46. |
| 2022 | 43.0 |
| 2021 | 43.3 |
Return on average operating capital decreased to 37.0% from
43.2% in 2024 due to lower adjusted operating profit in the
underlying businesses.
## Adjusted earnings per share¹ (p)
| 2025 | 179.3 |
| --- | --- |
| 2024 | 194.3 |
| 2023 | 191.1 |
| 2022 | 184.3 |
| 2021 | 162.5 |
At constant exchange rates, adjusted earnings per share was down 5.2%
driven by a 4.3% decrease in adjusted operating profit¹.
## Return on invested capital¹ (%)
| 2025 | 95 |
| --- | --- |
| 2024 | 93 |
| 2023 | 96 |
| 2022 | 107 |
| 2021 | 102 |
| 2025 | 13.0 |
| --- | --- |
| 2024 | 14.8 |
| 2023 | 15.5 |
| 2022 | 15.0 |
| 2021 | 15.1 |
Operating cash flow¹ as a percentage of lease adjusted operating profit¹
(see Consolidated cash flow statement on page 140).
divided by the weighted average number of ordinary shares in issue
Another strong year of cash generation with cash conversion of 95%
in 2025.
Ratio of adjusted operating profit¹ to the average of the month end
invested capital (being equity after adding back net debt, net defined
benefit pension scheme liabilities, cumulative amortisation excluding
software, acquisition related items and amounts written off goodwill,
net of the associated tax).
ROIC at 13.0% due to lower adjusted operating profit in the
underlying businesses.
1. Alternative performance measure (see Note 3 to the consolidated
---
**Bunzl plc** Annual Report 2025 **Strategic Report** Directors’ Report Financial Statements **38 38** Additional Information
## KEY PERFORMANCE INDICATORS continued
|NON-FINANCIAL KPIs|||||||
|---|---|---|---|---|---|---|
|OUR COMMITMENTS|||PERFORMANCE|||WHAT’S NEXT|
|Responsible supply chain|||||||
|90%|of our spend on products from all high risk regions will be sourced from assessed and compliant suppliers by 2025.||93% c.97%|of our spend in high risk regions was sourced from assessed and compliant suppliers. of our purchasing spend today is either in low risk regions, with assessed or compliant suppliers in high risk regions, or on other non-product related costs¹|.|Use the results of our new supply chain risk assessment to design how our responsible sourcing programme will be structured once our current KPI has been achieved.|
|Investing in a diverse workforce|Encouraging more women into leadership roles through focused and targeted activities and continuing to build a truly inclusive culture across Bunzl.||25% (2024: 25%)|women in our senior leadership population²||Continue with our current development, mentoring and sponsorship activities to prepare female colleagues for leadership roles. Ensure that all high-potential females have a development plan in place.|
|Taking action on climate change|||||||
|Scope 1 and 2 50% more carbon efficient (equivalent to a 27.5% absolute reduction) by 2030 (against a 2019 baseline).|Scope 3 80% of suppliers by emissions will have science-based targets by 2027.|Net zero by 2050 at the latest.|18% reduction in absolute emissions since 2019. Absolute carbon e) emissions (tonnes CO₂ 3 2025 116,402 5 2019 141,320|28% improvement in carbon efficiency since 2019. Emission intensity (tonnes e per £m revenue) CO₂ 3 2025 9.9 5 2019 13.8|44% suppliers⁴ by emissions have science-based carbon reduction targets in place.|We will continue to work with our key suppliers to deliver our new science-based scope 3 emissions target using a combination of methods for our engagement, including face-to-face meetings, webinars and supplier engagement events.|
|Providing tailored solutions|Significantly increasing the amount of recyclable, compostable or reusable packaging supplied to our customers to help them meet their targets.||58% 87% 1%|of packaging made from alternative materials in 2025 of Group revenue attributable to non-packaging products or packaging products better suited to. a circular economy⁶ of revenue generated from consumables facing regulation.||Continuing to engage our key customers in the retail, grocery and foodservice sectors on our sustainability value proposition, supporting them to meet their targets and the requirements of new legislation.|
1. Includes freight, duties and FX related costs.
2. Senior leadership group defined as the c.540 leaders that receive share awards as part of their remuneration. Since 2016, the number of women in our senior leadership group has more than doubled.
3. Subject to limited assurance performed by our independent auditor. See the assurance statement, which is available on our website, www.bunzl.com.
4. Suppliers that are covered by our scope 3 supplier engagement target.
5. Emissions in our baseline year have been recalculated to reflect the impact of acquisitions. Emissions intensity has been recalculated using revenue at constant currency. The process has been agreed with the SBTi.
6. Excluding revenue from 2025 acquisitions.
---
## OUR PEOPLE
# A culture built on Trust, Unlimited
# Potential and Collective Strength
**Diana Breeze,** Director of Group Human Resources
[Image: X141]
“ Our Great Place to Work
results, the launch of our
Unlimited Potential brand,
and the strength of
collaboration across our
businesses all demonstrate
how we are empowering our
people to grow, innovate and
succeed together at Bunzl.”
In your job, team and
## OUR TOP RESULTS businesses all demonstrate Pride
88% how we are empowering our
Feeling of welcoming and
# GREAT PLACE TO WORK SURVEY
## Great Place to Work
In 2025 we carried out our second annual
global Great Place to Work survey and despite
it being a challenging year, we achieved very
good results, proving that our strong culture
can remain resilient when tested. Whilst we
made sure to stop and celebrate these
achievements, we remain focused on our
commitment to continuous improvement.
The Great Place to Work survey measures
the level of trust that employees have in their
company and its leadership through 5 key
pillars of trust:
**OUR 5 KEY PILLARS OF TRUST**
70% Credibility
Integrity, communication
and competencies
Support, collaboration and
consideration
## Results are measured by two key metrics:
Equality, impartiality
and justice
## 1. Trust Index The average number of
## 2. Overall Perception Positive answers to the
**71%**
**82%**
**Participation rate**
(+1pt from 2024)
**2. Overall Perception**
Positive answers to the
question ‘Taking everything
into account, I would say this
is a great place to work’.
**81%**
**of operating companies**
**who took part were certified**
**as a Great Place to Work**
**(+5pts from 2024)**
(no change from 2024)
**70%**
**Respect**
(+1pt from 2024)
**70%**
**Fairness**
**72%**
**Pride**
(no change from 2024*)
* 2024 score restated as 72%
**89%**
This is a physically safe
**Overall**
**Perception**
**76%**
**Trust Index**
**73%**
People here are
treated fairly regardless
of their race
## REGIONAL RESULTS
**LATIN**
**AMERICA**
## People are central to our business and
## this year has been no exception. We have
## made great progress by strengthening
## and supporting well-being to ensure that
**Overall**
**Perception**
**68%**
**Overall**
**Perception**
**76%**
**Trust Index**
**73%**
---
## OUR PEOPLE continued
## Unlimited Potential
Following a review of our previous We Believe
employer brand, in 2025 we launched a bold new
employer brand – Unlimited Potential – capturing
the real career opportunity, entrepreneurial spirit
and global mobility that define life at Bunzl.
The new brand builds on the Company’s long
standing culture of growth and aims to move
Bunzl beyond ‘the biggest brand you’ve never
heard of’ with one clear promise – at Bunzl, the
potential for growth is truly unlimited.
Learn more about the launch below in the Q&A
panel on the right.
**A business**
**built on growth,**
**both through**
**acquisitions and**
**through people**
## WITH DIANA BREEZE, DIRECTOR OF GROUP HUMAN RESOURCES
**Opportunities**
**across industries,**
**roles and countries**
**Q: WHAT DOES UNLIMITED POTENTIAL STAND FOR?**
It is Bunzl’s promise of growth opportunity
and authentic employee experiences. It
reflects both personal and organisational
development, emphasising that careers at
Bunzl can progress quickly thanks to its flat,
flexible structure and global reach. In a
competitive talent market, it sets us apart as
having a defined employee value proposition.
The phrase, originally one of the most popular
**Q: HOW WAS UNLIMITED POTENTIAL LAUNCHED?**
It was initially launched at Bunzl’s Global
Leadership Conference in May 2025,
supported by a suite of creative assets
developed in collaboration with the Bunzl
North America Marketing team. Access to
these assets across all regions is designed
to make adoption easy. Senior leaders
are actively embedding the brand into
recruitment and engagement activities,
and operating companies are linking their
websites to the updated Group website to help
prospective colleagues understand the scale
and opportunity of Bunzl. Early feedback has
been very positive, with leaders noting that
the simplicity and inclusiveness of the
brand resonates more effectively and is
easily adaptable.
**OUR UNLIMITED POTENTIAL EMPLOYEE**
**BRAND REFLECTS:**
## Fast, flexible career Opportunities
## progression in a
## flat, entrepreneurial roles and countries
**Q: HOW DOES UNLIMITED POTENTIAL ALIGN WITH**
**OUR BUSINESS STRATEGY?**
The brand mirrors Bunzl’s business model: a
global organisation with a strong acquisition
pipeline, presence across multiple industries,
and emphasis on internal promotion. This
structure creates real opportunities for
employees to move across roles, sectors, and
geographies, making the promise of Unlimited
Potential authentic and achievable.
---
## OUR PEOPLE continued
## The power of collaboration across a decentralised organisation
At Bunzl, decentralisation is one of our greatest
strengths. Each business operates close to its
customers, with the agility and entrepreneurial
mindset needed to deliver tailored solutions.
What makes us stand out, however, is the way
we combine this local ownership with a strong
culture of collaboration.
Across our businesses, teams regularly share
insights, innovations, and proven practices that
help us solve challenges faster and raise
performance collectively. Whether through
cross business forums, operational networks,
or informal peer to peer connections, we learn
from one another to continually improve.
partner in workplace safety.
wide knowledge exchange allows us to stay
Read below about some of the ways we have
## Leadership Conference – empowering growth
Bunzl’s Global Leadership Conference
brought senior leaders together for four
intensive days of collaboration, learning
and strategic alignment. With a strong
focus on people, customers, sustainability
and technology, delegates explored new
ways to strengthen performance across
the Group. Sessions highlighted
leadership development, emerging
customer needs, and the commercial
value of sustainability and AI. Workshops
on profitable growth, innovation and
acquisitions reinforced the importance of
disciplined execution. The event fostered
meaningful connections, energising
leaders with fresh ideas and a renewed
commitment to delivering long‑ term
growth and strengthening Bunzl’s
competitive edge.
## Bunzl’s Global Safety Forum – collaboration creating commercial value
Bunzl’s Global Safety Forum has become
a strategic engine for commercial growth,
bringing together more than 120 leaders
from over 25 countries for a focused day
of collaboration ahead of the A+A 2025
Düsseldorf trade fair. By aligning global
expertise, the Forum accelerates the
exchange of best practice and enables
rapid adoption of proven initiatives
across markets, strengthening Bunzl’s
competitive position.
The event plays a crucial role in integrating
newly acquired businesses, helping them
quickly connect with Bunzl’s global safety
network and adopt successful operating
models. Presentations on sustainability,
innovation and own brand development
support faster go to market execution, while
strategic initiatives – such as the launch of
GLO Brands BV and the rollout of Adidas
professional safety footwear – showcase
opportunities for commercial expansion.
Through strengthened supplier relationships
## Bunzl Continental Europe procurement sounding board – turning scale into commercial synergy
Bunzl Continental Europe’s
Procurement Sounding Board (‘PSB’)
is enabling decentralised businesses
to unlock shared value by aligning spend
across the region. Bringing together nine
senior leaders, the PSB accelerates
decision making, identifies synergies
and strengthens commercial leverage
– particularly in scalable categories
where supplier consolidation and volume
aggregation drive immediate gains. Since
launching, it has already approved six
synergy initiatives for 2026. As Damien
de Pompignan, BCE Purchasing Director
notes, ‘Speed is one of our greatest
strengths—the PSB allows us to align
quickly and move into execution.’ The PSB
is also shaping a unified procurement
culture through shared tools and training.
---
## SUSTAINABILITY
## Why this conversation matters
One of the strengths of Bunzl’s decentralised
model is that we see the full range of trends
and approaches customers are taking across
the world. Our local sustainability teams are
intentionally close to local customers and
understand the issues that matter in each
market. That means we can respond quickly
and tailor solutions to local needs, whether
## Q&A
supporting customers every day.
“ Our approach to sustainability is hard
to match. If we keep making compliance
simple and continue to provide the right
solutions, I’m confident it will be a driver
of growth for Bunzl.”
dropped off the agenda, it’s just framed
differently. Instead of ‘doing the right thing’ or
solely responding to consumer demand, many
**Q: WHAT ARE CUSTOMERS**
**CURRENTLY FOCUSING ON?**
In some areas, like North America, customers
are balancing sustainability with cost and
operational requirements. Their commitment
to the subject is real, but our approach has to
be practical. We’re focused on helping them
to anticipate regulatory changes and provide
compliant products. That means clearer data
on product attributes, faster transition to
compliant alternatives and offering guidance
that reduces any risk before it becomes costly.
We do have some very invested customers in
pressures or sustainability priorities.
This year our customers across the Group
have asked us to help them navigate new
We do have some very invested customers in
North America particularly in regions where
sustainability legislation and consumer
sentiment is high (for example, Canada) and less
engaged customers in our other regions (for
example, Europe), but these are exceptions
rather than general trends.
this year, our Group Head of Sustainability,
James Pitcher, shares his perspectives on the
In UK & Ireland, Europe, Australia and New
Zealand, sustainability is part of everyday
business. Most customers expect lower impact
materials, better recyclability and solutions that
support circularity. Many see sustainability as
a brand differentiator and want credible options
to support this ambition.
**Q: HOW WOULD YOU DESCRIBE CUSTOMER**
## WITH JAMES PITCHER
## GROUP HEAD OF SUSTAINABILITY
**Q: HOW WOULD YOU DESCRIBE CUSTOMER**
**SENTIMENT TOWARD SUSTAINABILITY?**
There has been a noticeable shift. A few years
ago, sustainability targets were front and centre
to many businesses marketing strategies,
driven by investor pressure and consumer
expectations. Today, customers can be less
vocal about those targets and recent trends like
geopolitical uncertainty, supply chain disruption
and cost inflation have pushed some businesses
to delay or scale back their ambitions.
But this doesn’t mean sustainability has
---
## SUSTAINABILITY continued
requirements of legislation, avoiding future
fees, supply chain stability and staying ahead of
future regulatory changes are all big motivators.
In short, I feel sustainability has moved from
being a brand statement to being a practical
business strategy.
**Q: WHERE IS LEGISLATION HAVING**
**THE BIGGEST IMPACT?**
Sustainability legislation keeps coming and it
continues to shape what customers need from
us. A few recent examples; in North America,
Extended Producer Responsibility (‘EPR’) is a
new compliance issue. States are moving at
different speeds and with different rules, so
customers face complexity in reporting,
timelines and fees. Per- and Polyfluoroalkyl
Substances (‘PFAS’) restrictions and Expanded
Polystyrene (‘EPS’) bans are also accelerating,
especially in our foodservice and grocery
markets.
In Europe, the new EU Deforestation
Regulations (‘EUDR’) require end to end
traceability and due diligence for relevant
commodities (for example, wood) covered by
the law including geolocation data and risk
assessments to prove these products are
deforestation free. In Australia, new modern
slavery reporting rules mean customers need
detailed information from our ethical auditing
work, data they’ve never had to request before.
**Q: WHAT ROLE DOES BUNZL PLAY IN HELPING**
**CUSTOMERS NAVIGATE THESE MEASURES?**
We take the complexity out of compliance.
Customers want to meet the requirements
of new regulations without adding cost or
disrupting operations. As we work with a wide
range of suppliers and aren’t tied to one
material, we can give independent advice and
help customers move quickly when legislation
changes. Our expert teams explain what the
rules mean, check how they affect customers’
products and offer practical, compliant
alternatives that will work every day.
Our scale is another advantage. We see what
works in different markets and share insights
future regulatory changes are all big motivators. on how similar organisations are responding
in different regions. We also provide detailed
packaging data; weight, material type and
carbon footprint information. Lastly, unlike
a consultancy, we don’t just advise, we supply
the products customers need, including
competitively priced own brand options to
make any transition easier.
**Q: WHERE DO YOU SEE THE BIGGEST**
**OPPORTUNITIES AHEAD?**
The biggest immediate opportunity is helping
customers meet the requirements of new
legislation with the data, advice and compliant
solutions they need. In addition, helping them
meet their targets and improve their
operational efficiency is still central to what we
do and it’s something customers really value.
We have a unique offer in this market, and
our approach to sustainability is hard to
match. If we keep making compliance simple
and continue to provide the right solutions,
I’m confident it will continue to be a driver
of growth for Bunzl.
“ At TRG, sustainability is
our most important goal,
and Bunzl has supported
us from the start. Bunzl
own this area and we have
lent heavily on them to
support our journey
towards being carbon
neutral by 2040.”
**Rob Beale**
Group Procurement Director
The Restaurant Group
(see case study on page 55)
---
## SUSTAINABILITY continued
## Delivering a differentiated sustainability offer
In 2025, extreme weather events, evolving environmental and social
responsibility expectations and regulations, plus increased scrutiny
of corporate supply chains continued to shape the sustainability
landscape. These global pressures reinforce the need for
businesses to build resilient operating models that support their
customers’ requirements while improving transparency and
reducing emissions across value chains.
reflect that more clearly. In 2025, we took the
proposition to more than 300 existing and
## OUR SUSTAINABILITY VALUE PROPOSITION
These issues and the responses they require
remain central to Bunzl’s strategy and purpose.
Our scale and position at the centre of
the distribution system means we see how
sustainability challenges unfold long before
they reach a customer’s shop floor or kitchen.
Working across a wide range of sectors and
product categories provides us with early
insight into material restrictions, complex
compliance obligations and changes in
customer expectations. Our role is to manage
this complexity on behalf of our customers with
a focus on keeping their operations running
smoothly, which is why meaningful, practical
engagement remains so important to
our approach.
Sustainability has become an essential part of
potential customers as part of our efforts to
strengthen how our sustainability expertise
and solutions can support growth. In those
conversations, one message has been consistent;
customers need sustainability expertise and
product solutions that are practical, developed
with commercial considerations in mind and
tailored to the challenges they face in their
own operations.
own operations.
These discussions have shaped not only the
solutions we delivered to customers this year,
this complexity on behalf of our customers with
but also the way this report is presented. As with
our customer engagement, this sustainability
update begins with what we call the Bunzl
essentials and ends with our ability to supply
tailored solutions, supported by data, expertise
and industry insights.
how we support our customers over the last six
**Sourcing**
**experts and**
**category**
**specialists**
## Value-added sustainability
## services for customers
• The right products and materials specialists products
## for the applications they and their
## Our tailored service-led model
## Sustainability ‘essentials’ that local competitors can’t match
**Responsible sourcing**
**Our industry leading ethical**
**auditing**
• A consultancy style service
• Own brand provides a competitive
## Taking action on climate
## route to more sustainable materials
• Provided at no added cost
• Responsibly sourced products that products in ordering improve for strategic partners
## Our externally accredited
## protect customer reputation single delivery solutions efficiencies
## carbon targets
• Expert teams from our
## customers’ market sectors
## future product-related legislation • Data for reporting and
## Tangible value for customers
**• Advice and data tailored to their**
**business**
**• The right products and materials**
**• Remain compliant with existing or**
**future product-related legislation**
• Alignment with customers’ climate and
## Providing tailored solutions
future product-related legislation
**• Alignment with customers’ climate and**
**decarbonisation objectives**
## in-full delivery
## Our material agnostic
## decarbonisation objectives • Proprietary tools for
## independent advice
## insights and analysis
---
**SUSTAINABILITY** continued
## SUSTAINABILITY continued
Our engagement work during 2025 has given us
# The material issues that shape how we support customers
are changing and where new pressures are
beginning to surface. Many customers are now
responding to new sustainability-related
legislation, for example; the EPR schemes in
We have completed several materiality assessments over the
last few years and these show that the issues our stakeholders
care about most have remained consistent, with climate change
and the transition to more sustainable product solutions
continuing to stand out as high priority areas.
These regulations are driving an increase in
the level of support customers need from us,
particularly around accessing transparent,
credible data and interpreting new and complex
requirements. Customers also want to
understand how these measures will affect their
day to day operations and the product ranges
they buy from us, and we have been working
closely with them to identify lower impact and
compliant alternatives that perform reliably
in real world conditions. Our expert teams,
supported by our sustainability value proposition,
are well placed to guide customers through these
decisions and have been providing clear, practical
advice to help our key partners navigate this
rapidly evolving landscape.
**LEGISLATION IMPACTING CUSTOMERS ACROSS THE GROUP**
| LEGISLATIVE MEASURE1 | FOCUS AREAS | MARKETS IMPACTED | CHALLENGES FOR CUSTOMERS | SUPPORT THEY RECEIVE FROM BUNZL |
| --- | --- | --- | --- | --- |
| EPR for packaging | Data reporting and modulated fees charged based on the materials in use | EU, UK, Canada, Australia, New Zealand, several US states2, parts of Latin America3 | Packaging redesign requirements and high compliance costs for less recyclable materials | Providing audit-grade packaging composition and weight dataDedicated customer reporting toolsSourcing PFAS free foodservice and packaging alternativesHelping customers standardise products that meet requirements across geographiesSupport transition to lower risk materials, certified alternatives and products with lower compliance costsWork with suppliers to improve availability of origin and compliance dataProvide compliant alternatives to single use plastics (paper, fibre based, reusable and compostable products)Assist with removal or substitution of products that can no longer carry environmental or recyclability claims |
| PFAS restrictions in food packaging | Restrictions on chemicals applied to packaging products | EU, UK, Canada, Australia, several US states2 | Product reformulation and substitution costs | Providing audit-grade packaging composition and weight dataDedicated customer reporting toolsSourcing PFAS free foodservice and packaging alternativesHelping customers standardise products that meet requirements across geographiesSupport transition to lower risk materials, certified alternatives and products with lower compliance costsWork with suppliers to improve availability of origin and compliance dataProvide compliant alternatives to single use plastics (paper, fibre based, reusable and compostable products)Assist with removal or substitution of products that can no longer carry environmental or recyclability claims |
| EU Deforestation Regulations | Deforestation free supply chains | EU | Increased due diligence and traceability requirements | Providing audit-grade packaging composition and weight dataDedicated customer reporting toolsSourcing PFAS free foodservice and packaging alternativesHelping customers standardise products that meet requirements across geographiesSupport transition to lower risk materials, certified alternatives and products with lower compliance costsWork with suppliers to improve availability of origin and compliance dataProvide compliant alternatives to single use plastics (paper, fibre based, reusable and compostable products)Assist with removal or substitution of products that can no longer carry environmental or recyclability claims |
| Packaging & Packaging Waste Regulation("PPWR") | Recyclability, waste reduction, substances of concern | EU | Introduction of recycled content thresholds, restrictions on certain packaging formats and substances, increased costs for non compliant materials | Providing audit-grade packaging composition and weight dataDedicated customer reporting toolsSourcing PFAS free foodservice and packaging alternativesHelping customers standardise products that meet requirements across geographiesSupport transition to lower risk materials, certified alternatives and products with lower compliance costsWork with suppliers to improve availability of origin and compliance dataProvide compliant alternatives to single use plastics (paper, fibre based, reusable and compostable products)Assist with removal or substitution of products that can no longer carry environmental or recyclability claims |
| Single use plastics restrictions and marketing guidelines | Single use plastic bans, recyclability and environmental claims | EU, UK, Canada, Australia, New Zealand, several US states2, parts of Latin America3 | Withdrawal of restricted single use items, high substitution costs, increased scrutiny and regulation of recyclability and environmental labelling and claims | Providing audit-grade packaging composition and weight dataDedicated customer reporting toolsSourcing PFAS free foodservice and packaging alternativesHelping customers standardise products that meet requirements across geographiesSupport transition to lower risk materials, certified alternatives and products with lower compliance costsWork with suppliers to improve availability of origin and compliance dataProvide compliant alternatives to single use plastics (paper, fibre based, reusable and compostable products)Assist with removal or substitution of products that can no longer carry environmental or recyclability claims |
1. Examples only, not an exhaustive list.
2. ‘Several US states’ reflects established and emerging state level regimes (e.g. in California, Washington, New York, Minnesota).
1. Examples only, not an exhaustive list.
2. ‘Several US states’ reflects established and emerging state level regimes (e.g. in California, Washington, New York, Minnesota).
3. ‘Parts of Latin America’ reflects national EPR and single use plastics requirements in countries such as Chile and Brazil, which are developing at different rates.
---
These themes continue to feature strongly in our
conversations with customers and reinforce why
they remain central to our approach and long
term investment. The table on the next page
shows the material issues that we have high
influence or operational control over and their
position in our value chain.
## Strategic Report
## SUSTAINABILITY continued
While regulatory change is a major driver of
demand, customers continue to show strong
interest in other sustainability subjects.
Responsible sourcing remains a key focus, with
many customers seeking reassurance that their
supply chains are free from modern slavery issues
and that suppliers are aligned with high ethical
standards. A proactive approach to tackling
climate change is also a priority, as customers
look for partners who can help them reduce
emissions across their value chains, measure
the carbon footprint of products and improve
their operational efficiency.
## Supporting long term packaging decisions with global category expertise
In 2025, a major Canadian grocery retailer
engaged Bunzl to help them navigate
accelerating regulatory change, rising
sustainability expectations, and evolving
consumer demands in the meat packaging
category. Their goal was to understand global
trends, compare packaging formats and
prepare their protein packaging programme
for the next decade. Bunzl brought together
a global team to share insights on regulation,
regional retailer’s responses, different
packaging formats, substrate transitions
already made in the industry and emerging
product innovations.
We delivered a comprehensive meat
packaging guide covering global regulatory
drivers, the different sustainability mandates
across regions, packaging format and
substrate comparisons, product performance
and operational considerations. We also
delivered a strategy presentation that set out
specific opportunities for substrate transition
(e.g. recycled Polyethylene terephthalate
(‘rPET’) trays, mono material Modified
Atmosphere Packaging (‘MAP’), fibre based
options, etc.) and clear recommendations for
how to sequence, pilot and accelerate without
disrupting operations. The work gave the
retailer a single point of reference for their
decision making and a practical roadmap for
when they move towards alternative
products. It has since been used as a model
for similar category reviews with other
grocery customers.
---
Additional Information
|Bunzl plc SUSTAINABILITY|Annual Report 2025|continued|Strategic Report|Directors’ Report|Financial Statements|47 47|
|---|---|---|---|---|---|---|
|MATERIAL TOPIC|+/-|WHY THIS IS MATERIAL|IMPACT/ FINANCIAL TIMEFRAME MATERIALITY|VALUE CHAIN STAGE|SDG ALIGNMENT OUR ACTIONS||
|Responsible sourcing||By setting clear targets and applying industry leading ethical assessments and audits, Bunzl can improve working conditions across its supply chain. Given its broad supplier network, Bunzl faces a risk of procuring goods or services linked to human rights violations, including child labour and exploitation of marginalised communities.|Impact Financial Impact|Upstream|See pages 48-49||
|Investing in our workforce||Bunzl aims to increase engagement and retention of skilled talents within the Company through training and development programmes, while creating and maintaining a diverse and inclusive workforce. Inadequate training may hinder talent attraction and retention, weak safety management could increase workplace injuries, and limited Board diversity may damage investor perceptions of inclusion.|Impact Impact Financial|Own operations|See pages 39-41||
|Taking action on climate change||Bunzl aims to reduce product emissions by working with suppliers on science-based targets and investing in energy efficiency and renewables across its operations. Value chain decarbonisation may be constrained by suppliers’ unwillingness or inability to adopt low carbon practices or commit to Science Based Targets initiative (‘SBTi’) aligned goals.|Impact Financial Impact Financial|Upstream Own operations Downstream|See pages 50-52||
|Providing tailored solutions||As a distributor, Bunzl is well positioned to support customers in achieving their material targets and legislative requirements, capturing the related increase in demand for more sustainable materials. Rising demand for circular economy products and stricter regulation present risks if Bunzl cannot support customers in transitioning their products.|Impact Financial Impact Financial|Upstream Own operations Downstream|See pages 53-55||
|Business conduct||Clear, Group wide policies and standards, including anti-bribery and a code of conduct, support ethical business practices and reduce compliance and reputational risks. Bunzl’s growing presence and sourcing in emerging markets may raise bribery and corruption risks, with potential regulatory, legal and reputational consequences.|Impact Impact|Upstream Own operations Downstream|See page 57||
|Short term|Medium term|Long term|||||
---
**SUSTAINABILITY** continued
## SUSTAINABILITY continued
# Responsible sourcing at Bunzl – our industry leading ethical auditing programme
## Why this is important
The way companies manage ethical and social
risks within their supply chains is under increasing
scrutiny. Regulators, customers and investors
now expect businesses to demonstrate effective
oversight of labour standards and sourcing
practices, supported by clear processes and
evidence of action when issues arise. This shift
reflects the transition from voluntary, disclosure
based expectations towards more formal due
diligence and accountability requirements across
many markets.
In 2025, human rights violations remain a
significant global concern. The most recent global
estimates suggest that around 50 million people
worldwide are living in modern slavery situations,
including approximately 28 million in forced
labour conditions. Our recent risk assessment
identified that weaker regulatory oversight, labour
protections and transparency requirements in
higher risk sourcing locations can expose workers
in manufacturing environments to increased
ethical risks. This reinforces the need for robust
auditing and remediation measures to manage
these suppliers effectively.
## Why this matters to our customers
Why this matters to our customers
Many of Bunzl’s customers operate in sectors
exposed to high levels of public and regulatory
scrutiny, including large retail, grocery,
foodservice and facilities management businesses
serving thousands of consumers each day. The
products they source and place on the market
form an important part of their brand proposition
and any ethical issues within their supply chains
can result in significant reputational risks.
When meeting with customers we highlight how
Bunzl’s responsible sourcing approach provides
them with an additional layer of assurance. Our
risk-based assessment and audit programme are
designed to identify, prioritise and address ethical
risks within relevant parts of the supply chain,
particularly in higher risk countries and product
categories. This enables customers to source
products with greater confidence, knowing that
ethical risks are actively monitored and addressed
through direct engagement and remediation
where required.
There has been a noticeable increase in
There has been a noticeable increase in
customer interest in this area, reflecting how they
are responding to new reporting requirements,
increased stakeholder scrutiny and closer general
attention to supply chain practices. Against this
backdrop, Bunzl’s well established responsible
sourcing programme differentiates our offering
within the distribution industry. The maturity of
our approach positions us well to support
customers in meeting their governance and
sustainability obligations, a capability customers
consistently recognise in their feedback to us.
## Building trust with insights on our ethical auditing work
One of our major mining customers, with
an annual spend of over AU$10 million,
wanted better visibility of sustainability
risks across their supply chain. We
completed a detailed self assessment
questionnaire and mapped their supply
chain to give a clear and structured
review of our supply chain, covering areas
such as our sourcing practices, supplier
engagement activity, risk management
processes and governance. As part of this
engagement, we also delivered a
comprehensive supply chain and ethical
sourcing presentation covering our
modern slavery commitments, supplier
auditing work and remediation activity.
This strengthened trust and gave the
customer greater confidence in our ability
to support their Environmental, Social
and Governance (‘ESG’) goals.
[Image: X184]
A major US retailer’s procurement team
asked for a full overview of our responsible
sourcing work and greater visibility of our
supplier remediation activity. We delivered
a detailed presentation covering our
sourcing standards, audit programme, risk
assessment processes and approach to
corrective actions. The customer also
requested to be notified and involved in
any future remediation efforts, working
in partnership with us. This engagement
deepened their confidence in how we
manage ethical and supply chain risks
to support and protect their well-known
reputation.
---
## SUSTAINABILITY continued
## Our progress to date and next steps
Over the past decade, we have completed
more than 7,000 supplier assessments, using the
risk-based approach to assessment and auditing
that we have applied across our supply chain for
more than 16 years. In 2025, we increased the
proportion of high risk spend covered by our
programme to more than 90%, achieving the
target we set in 2021.
Most of Bunzl’s procurement spend is with
suppliers based in lower risk countries, with
a smaller proportion sourced from higher risk
locations, including China, Pakistan, Vietnam
and Malaysia. In addition to our long-established
auditing work in Asia, we continue to expand
the coverage of our programme in other high
risk sourcing locations, such as Mexico, Brazil
and Turkey.
The achievement of our high risk spend target
means c.97% of Bunzl’s total purchasing spend is
in low risk regions or with assessed and compliant
suppliers in high risk regions.
Following the achievement of our target, we have
used the findings from our recent supply chain
risk assessment to shape how our ethical auditing
programme will operate in 2026 and beyond.
Although the assessment looked at a wide range
of ESG topics, it confirmed that modern slavery
and health & safety remain the most significant
risks in our supply chain, particularly in higher risk
countries. These insights are guiding how we
update our policies and audits, prioritise supplier
assessments and audits and improve our
remediation activities. The full details of our
updated programme will be set out in our 2025
Modern Slavery Act Statement, which is
published in May.
**93% of our spend in high risk regions is with**
**assessed and compliant suppliers, achieving**
**the target we first set in 2021**
| SINCE 2021 | |
| --- | --- |
| 5,311 | supplier assessments |
| 437 | suppliers underwent remediation efforts to bring them up to the required standards |
| 89% | corrective action rate for suppliers requiring remediation |
| IN 2025 | |
| 1,430 | suppliers were assessed |
| 98 | suppliers required remediation |
| 78 | have completed their action plans to date with 16 still in progress |
| 4 | suppliers have been terminated where they failed to address various issues or make enough progress to meet our standards |
---
## SUSTAINABILITY continued
# Taking action on climate change – our externally accredited reduction targets
## impact data accredited reduction targets
## Why this is important
(both direct and indirect), strengthening the
Why this is important
Climate change continues to influence how supply
chains in the distribution industry operate, as
extreme weather events become more frequent
and new climate-related policy is introduced.
More frequent extreme weather events can
disrupt the production, transportation and
availability of goods, while some governments
are strengthening climate policy and raising
expectations around emissions disclosure and
action. At the same time, investors, customers
and other stakeholders are looking for clearer
evidence of how companies understand and
manage climate-related risks.
As climate impacts and external expectations
As climate impacts and external expectations
continue to rise, there is increasing focus on
businesses’ ability to provide consistent data,
## Why this matters to our customers
**Why this matters to our customers**
Our engagement has shown that approaches
to climate action vary widely across Bunzl’s
customer base, reflecting differences in
geography, market sector and the regulatory
environments in which they operate. Some
customers have well developed targets and
detailed reporting requirements, while others
are at an earlier stage in their climate journey.
As part of our sustainability partnership
with a major hotel customer in Australia,
we identified practical opportunities to
reduce the carbon emissions associated with
their contract. By analysing order frequency
and delivery patterns, we found significant
potential to improve efficiency and cut
transport related emissions. We
recommended increasing the Minimum
Order Value (‘MOV’) and introducing set
delivery days to support order consolidation.
They adopted a revised MOV of AU$550,
which is expected to reduce monthly order
frequency by around 20%, equivalent to
established approach to managing climate
## Reducing the emissions associated with our deliveries
## A new tool to provide customers with product impact data
We are piloting a new lifecycle
assessment tool across five of our
businesses to meet growing customer
demand for carbon footprint information
on Goods Not For Resale (‘GNFR’)
products in the UK & Ireland, Continental
Europe and Asia Pacific. The tool uses
automated, activity-based modelling
to provide product level impact data,
including carbon, water and waste.
It gives us consistent, science-based
results and helps us respond quickly
to customer requests for more detailed
information on the carbon impact of
products. By integrating this capability
into our offer, we are strengthening our
value proposition and ensuring
customers have reliable, comparable
footprint data to support their reporting
and decision making; see page 55.
A number of our customers are now linking their
procurement decisions to climate performance,
scoring suppliers on the targets they have and
their ability to provide credible data in their
Request for Proposal (‘RFP’) activities. In the UK,
climate improvement plans have become a
prerequisite to win and retain government
tenders (typically >£5 million per year) and
suppliers are required to publish a Carbon
Reduction Plan and commit to Net Zero by 2050.
Across Europe, Green Public Procurement (‘GPP’)
activities are growing, with sustainability playing
a bigger role in how public contracts are awarded.
In countries such as the Netherlands and France,
tenders for distribution and service contracts
increasingly favour lower emission delivery
methods and stronger overall environmental
performance alongside contract cost.
Our customers also expect us to act within our
---
**SUSTAINABILITY** continued
## SUSTAINABILITY continued
**Bunzl’s emissions breakdown**
**Total emissions**
**c.7.4m tCO2e**
**Our targets**
**Purchased goods**
**and services**
**84%**
**Upstream**
**transport**
**5%**
**Operations and**
**workforce**
**3%**
**Product**
**emissions**
**1%**
**End-of-life**
**6%**
**Our performance**
**Downstream**
**transport**
**1%**
**SCOPE 1 & 2**
27.5% absolute reduction (50%
more carbon efficient) by 2030
**18%**
absolute reduction since 2019
(28% more carbon efficient)
**44%**
of suppliers by emissions
have science-based targets
biofuel that provides a sustainable alternative to
the Group, representing 6% of the diesel
While we have transitioned part of our smaller
transition of larger commercial vehicles remains
challenging due to vehicle availability, payload
constraints and infrastructure requirements.
We continue to monitor developments in the
## Our progress to date and next steps We recognise the role that large organisations
We recognise the role that large organisations
must play in responding to climate change and
over recent years we have focused on translating
this responsibility into action across the Group.
Our businesses have continued to implement
practical initiatives to manage carbon emissions
within our operations and supply chain alongside
our regular assessments of longer term climate
risks and opportunities.
Our business areas all have individual carbon
reduction roadmaps that are aligned to our scope
1 and 2 targets that reflect the differences in our
operations, facilities and infrastructure in each
location. These roadmaps have all been
progressing well. Compared to 2019, our carbon
efficiency has improved by 28%, with our absolute
emissions reduced by 18%. In 2025, our absolute
emissions increased by 0.6% compared to 2024,
reflecting the impact of recent acquisitions.
Excluding the impact of acquisitions, our
emissions decreased by 3.1%, demonstrating the
continued progress our businesses have made.
In 2025, the reductions in emissions (excluding
We continued to equip our sites with solar panels.
In 2025, the amount of electricity generated by
rooftop solar installations nearly doubled.
Self-generated electricity accounted for 1.9%
of our total electricity consumption.
These reductions were partially offset by an
overall increase in electricity consumption,
linked to the continued uptake of electric and
hybrid vehicles and the electrification of heating
processes at site level. Electricity used for onsite
electric vehicle charging accounted for
approximately 2.5% of total electricity
consumption in 2025. We continue to see rapid
growth in the use of fully electric passenger
vehicles across the Group, particularly in the
UK & Ireland and Continental Europe.
In 2025, the reductions in emissions (excluding
acquisitions) were driven by a continued focus
on operational efficiency, renewable energy
procurement and the use of lower carbon
fuels and technologies across our sites and
vehicle fleet.
Emissions associated with the operation of our
Our short term scope 1 and 2 roadmaps continue
to focus on technologies and solutions that are
currently available and can be deployed at scale
across our decentralised operating model. In
parallel, we continue to trial emerging
technologies across the Group to support our
longer term decarbonisation ambitions. As new
solutions become viable, we will review and
update our roadmaps to ensure our activities
remain ambitious and aligned with our sciencebased targets. A summary of our key initiatives
and progress since our baseline year is provided
in the table on page 207. We also continue to
report on our climate change performance
through our annual response to the Carbon
Disclosure Project (‘CDP’). In 2025, we achieved
a CDP rating of B, reflecting continued
improvements in our governance, data quality
and disclosure.
---
## SUSTAINABILITY continued
**DDELIVERING A MORE SUSTAINABLE BUSINESS**
Since launching our engagement programme,
over 550 suppliers have been onboarded onto
our software platform and we are using a
combination of climate change surveys and public
disclosures to track their progress. At year end,
44% of suppliers by emissions have compliant
targets, an increase of 11% when compared to
2024. We are pleased with the progress that has
been made in our supply chain and applaud the
organisations who have set new targets. We have
also used our surveys to understand whether
suppliers who do not currently have targets plan
206 in the ESG Supporting Information section.
To date around c.60 suppliers who have
registered on our platform and answered our
survey have told us they do not plan to set any
carbon reduction targets. The vast majority of
these are based in countries where climate policy,
government action and investor and consumer
demand for climate action is much less
consistent. Some also operate in higher emission
product categories (for example, carbon intensive
raw materials used in the production of
disposable gloves, plastic bags and certain
foodservice products). Other smaller, lowermargin suppliers find the science-based target
requirements too challenging and lack the
resources, reliable data or prior experience to
make sufficient progress.
to set them before our deadline. If the suppliers
who have said they will set targets follow through
on their commitment, our coverage would
increase to c.75%.
Reaching our scope 3 engagement target will be
challenging but we will continue to make every
effort to achieve our 2027 ambition. With differing
investor and consumer expectations across the
regions where our suppliers operate, political and
regulatory differences, and factors outside our
control, there is a risk we may not reach the
target. We are still committed to our programme
and believe that having a clear goal moves us
closer to our target than having no goal at all.
Over the next two years we will continue to
engage directly with suppliers, work through their
challenges with them, explain the business case
for taking action and look at sensible ways to
encourage progress. During 2025, we continued
to engage our procurement teams across our
decentralised organisation and held supplier
engagement events in Canada and Vietnam.
Our net zero transition plan was developed in
line with the SBTi’s Net Zero Standard and was
formally validated by the SBTi in 2024. Progress
towards net zero will require sustained action
across our own operations, increased levels of
collaboration across the value chain and broader
alignment at a global level. Coordinated political
action, supportive policy frameworks and
consistent regulation will be critical to enable the
pace and scale of change we need. Net zero is an
important milestone for us, but our customers
care most about the immediate steps we are
taking in our operations and supply chain and
that is where we continue to focus our efforts.
For more information on our climate change risk
---
## Strategic Report
## SUSTAINABILITY continued
# Providing tailored solutions – our material agnostic position
## Why this is important
Why this is important
Governments around the world are tightening
packaging regulations, changing materials in
use, setting new reporting requirements and
introducing labelling restrictions. New legislation
is being introduced at pace and with different
requirements in different markets this creates a
complex environment for businesses to navigate.
These policies are designed to reduce waste,
improve recycling rates and move towards more
circular systems, but global circularity is still falling
and recycling infrastructure remains fragmented.
At the same time, wider environmental pressures
At the same time, wider environmental pressures
are increasing, with rising waste volumes, limited
recycling capacity and slow infrastructure
development meaning many countries are
struggling to close the loop on packaging.
Producers are being asked to use more recycled
content, to design for recyclability and cut the
overall impact of the materials they choose,
even though the supply of recycled material is
often tight and collection systems vary by region.
These challenges are prompting a shift towards
materials that align well to existing recycling
infrastructure and away from materials that
are harder to treat or recover. As expectations
continue to rise, businesses need reliable
information and flexible options to keep pace
with these changes.
## Why this matters to our customers
Against this backdrop, customers are reassessing
the packaging and products they use. They want
options that comply with local legislation but still
work well in their operations and at the right
cost. Many of these options are more recyclable,
but no single material fits every need and
customer requirements can change quickly
as legislation develops.
composition and recycled content, so knowing
exactly which materials are in use and in what
quantities, now matters for legal compliance,
cost planning and product availability across
all regions.
as legislation develops.
Packaging rules are evolving at pace, and many
customers are now responsible for producing
accurate data, reporting it correctly and paying
the fees associated with the materials they use.
In North America, seven states have introduced
EPR programmes with different definitions,
timelines and reporting formats, which means
businesses must track the packaging they place
on the market and report materials and weights
to the state approved Producer Responsibility
Organization (‘PRO’). As customers increasingly
expect this data from their suppliers to meet their
own compliance obligations, this new legislation
represents a significant challenge for distributors
who are not used to capturing information at this
level of detail. When data is missing or incomplete,
decisions are delayed and compliance risks
increase. Smaller grocers and restaurant chains
often face greater financial exposure because
their operating margins are tighter, while larger
brands can more readily absorb the added cost.
At the same time, material bans and restrictions
The practical takeaway is clear; customers
need credible packaging data, decision making
supported by expert advice and the flexibility
to adjust the products they use as requirements
evolve market by market. Without this, they could
face higher costs, operational disruption and the
risk of falling behind competitors who move
sooner. Fortunately, Bunzl has the data, expertise
and practical solutions to help customers
navigate this complexity and much of our
engagement work this year has focused on
supporting them through these challenges while
also broadening their understanding of the full
range of services we provide.
Customers also need to make packaging decisions
that will not create problems later on. Introducing
lightweight plastic materials may reduce fees but
these could compromise brand goals or future
regulatory compliance. This growing data and
Against this backdrop, customers are reassessing
decision making complexity means some
companies can delay making changes, waiting
until rules are finalised, which reduces the
amount of time they have to act, increasing
procurement risk and raising the likelihood
of regulatory penalties or costly rework.
## Helping customers to navigate new packaging regulations
The Bunzl North America Sustainability
team hosted an EPR for packaging producers’
event in Chicago. Thirteen customers from
eight companies attended, alongside Bunzl
leaders. The programme included three
conference sessions and a dedicated
presentation on Bunzl’s value proposition
and how we support customers to navigate
EPR and wider sustainable product
legislation. A potential new agricultural
customer has subsequently expressed
interest in working with Bunzl on sustainable
product alternatives, citing our proactive
approach and expertise. In addition, an
alliance of foodservice distributors invited
Bunzl to join its EPR advisory council
following the event.
As part of a joint sustainability roadmap
detailing opportunities to improve
This reduced the retailers’ EPR fees and BRS are
now working with their supply chain to explore
opportunities to further reduce plastic content
across the range which will improve recyclability
and offer additional EPR fee mitigation. This is
one initiative of many and BRS continues to
collaborate with customers and suppliers to
identify improvements that increase
sustainability and offer commercial benefits.
packaging for a large grocery retailer,
and grocery sectors. Governments in the UK &
Bunzl Retail Supplies (‘BRS’) identified
Ireland, Continental Europe, Canada, Australia and
---
## SUSTAINABILITY continued
## Our progress to date and next steps
In 2025, our businesses continued to support
customers in transitioning to packaging products
made from alternative materials and these
solutions accounted for c.58% of total packaging
sales across the Group. The Group continues to
have very limited exposure c.1% to single use
plastic consumables facing regulation, where
some volume reduction is expected. Overall,
a high proportion of Group revenue c.87% is
generated from non-packaging products or from
packaging made from alternative materials.
Bunzl’s ability to offer a wide range of solutions,
backed by clear data and practical advice, helps
customers facing increasing regulatory and
operational pressures and respond to them with
confidence. We have identified these changes
early, recognised the pressure they would place
on businesses in our market sectors and
developed regional engagement plans to show
how we can help, while also highlighting the
broader sustainability work we are doing across
the Group. Our proactive engagement with 331
existing and potential customers in 2025 was
designed to achieve four objectives:
To increase stickiness by reminding
**1**long standing large accounts of the
sustainability support and benefits they
receive from Bunzl (our value add)
To use sustainability as a strategic entry
**4**point to secure meetings and showcase
the wider capabilities of Bunzl in
partnership with our sales teams
To grow share of wallet with existing
**2**customers, moving spend away from
less prepared or less sustainable
competitors
## Consumables likely competitors
## to transition
We begin each meeting by introducing the
broader business of Bunzl, as many customers
work with a single operating company and are not
fully aware of the wider Group, the breadth of our
offer, or how we support organisations like theirs
across multiple countries and regions. We use
this to demonstrate the value of Bunzl’s scale
and experience and how it translates into
local support.
In 2025, this approach helped a customer who
works with one of our operating companies
in Continental Europe to understand our wider
capabilities. We met with them to discuss our
sustainability value proposition and used the
conversation to showcase the breadth of the
Bunzl offer across different categories and
countries. This led to an invitation to take part in
a new Request for Proposal (‘RFP’), which we went
on to win, securing c.€2 million in new business.
We then outline Bunzl’s sustainability strategy,
on to win, securing c.€2 million in new business.
We then outline Bunzl’s sustainability strategy,
including the materiality work used to identify
the issues our customers have told us matter
the most. In a distribution sector where much
is similar, we show how Bunzl differentiates itself
through value-added sustainability services that
go beyond standard product supply activities
and are not widely offered by competitors.
A core part of this discussion is what we refer
A core part of this discussion is what we refer
to as the Bunzl essentials; the sustainability
capabilities that are distinctive for a business of
our scale and position in the sector. These include
our industry leading responsible sourcing
programme, externally accredited climate change
targets and a material agnostic position
supported by sustainable own brand solutions
designed to help customers respond to regulation
in a more cost-effective way.
We then describe our sustainability value
where Bunzl operating companies have helped
address challenges for similar customers.
Meetings conclude with an open discussion
about the customer’s challenges, priorities and
ambitions. Where customers are responding
to legislation or working to deliver sustainability
targets, this leads to practical conversations and
agreed next steps, with work carried out after the
meeting to provide insights and options. These
may include alternative products and materials
that meet legislative requirements, ways to
reduce compliance costs and changes to ordering
patterns to drive down emissions. These actions
support customers’ objectives while also driving
commercial value for our businesses. Examples
from our engagement in 2025 are shown
throughout this section and on page 55.
In addition to continuing our customer
engagement in 2026, there will be a greater focus
on supporting sales teams so they are more
aware of Bunzl’s sustainability offer, understand
how it can help customers and know who to
contact internally for additional support when
needed. Sales teams are not expected to become
sustainability experts. The aim is to help them
start relevant conversations with customers,
generate leads and build interest that can then
be supported by our specialist teams.
**Only 1% of revenue generated from consumables facing regulation**
**Packaging and**
**products made from**
**alternative materials**
*
**£2.0bn** (17% )
Packaging with an
**important purpose**
*
**£0.4bn** (3%)
Packaging refers to packaging and other products within the foodservice, grocery and retail sectors which are facing legislation
or consumer pressure. We continue to exercise judgement to allocate the sales in 2025 to non-packaging products and the four
packaging categories shown, which are taken at a point in time in the context of rapidly changing legislation and changes in
products. Consumer demand for packaging and products made from alternative materials continues to drive our commitment
to lead the transition to products and solutions that support a low carbon and more circular economy. More information on our
packaging categories, and limitations with respect to the product data and related disclosures, are set out in the ESG
Supporting Information section on page 200.
---
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---
## SUSTAINABILITY continued
## Investing in a diverse workforce
There are clear and compelling reasons for our operating companies
to continue to focus on improving the inclusivity of their teams.
Inclusive teams are shown to be more innovative and adaptable and
a broader range of perspectives supports better decision making
which will help our businesses to grow and remain competitive.
Our Great Place to Work survey results show how
an inclusive culture also supports employee
engagement and satisfaction (see page 39), which
in turn helps to reduce turnover and attract
talent. In addition, as our customers and investors
place increasing importance on ESG
considerations, businesses that prioritise
inclusion and belonging are more likely to build
trust and long term relationships.
believe that measurable progress starts with
the creation of an inclusive culture in which our
c.27,000 colleagues feel a sense of belonging
and are able to contribute fully at work.
As shown on pages 40 and 41, we are committed
to focusing our employment procedures and
practices around maximising the potential of each
individual. We believe this is best achieved by
developing our employees’ talents, while
recognising their different cultures, perspectives
and experiences. The creation of an inclusive
culture goes beyond simply treating people fairly.
We recognise that establishing common
Group such as Bunzl is challenging. However, we
We will ensure that Bunzl has an
inclusive culture where everyone,
irrespective of background, can
thrive and build their careers.
By accepting and embracing their diversity,
and removing any perceived or real barriers to
engagement, we will create a positive working
environment for all employees and grow the
skills and capabilities we need.
Gender representation in our leadership teams
remains a key focus for our operating companies
and during the year, we were pleased to maintain
25% women in these positions, exceeding our
minimum target of 20%. In 2025 we continued a
number of activities designed to strengthen the
pipeline of female talent and improve
engagement, including:
• continuing development, mentoring and
• continuing development, mentoring and
sponsorship activities to prepare female
colleagues for leadership roles, while ensuring
that identified high potential female employees
have development plans in place;
• continuing to use insights from the Great Place
• continuing to use insights from the Great Place
to Work survey to inform action plans aimed at
improving female employee engagement; and
• continuing to expand the Inspiring Women in
We have also continued to identify opportunities
at regional and local level to improve our
employer value proposition, reputation as an
inclusive employer and encourage minority group
participation. These activities included holding
regional listening groups to ensure that under
represented voices continue to be heard by our
senior leadership team; supporting the expansion
of the reverse mentoring programme launched
in 2024; and using insights from the Great Place
to Work survey to inform actions for under
represented groups more broadly. We also
continue to ensure that there is at least one
Director from a minority ethnic background
on the Board.
In 2026 we will continue to focus on building
a truly inclusive culture by further enhancing
the ways in which we provide a voice for our
colleagues, irrespective of demographic or
background. In addition to annual scrutiny of,
and action planning on, the Great Place to Work
results, we will look to provide more ongoing
channels of communication. These may include
broadening our employee resource groups and
creating more regular listening forums.
Continue to closely monitor the
representation of women in senior
roles (Board and Executive Committee)
and endeavour to improve the number
of women at the levels below the
leadership team.
We will ensure that Bunzl has an
**GENDER DIVERSITY**
**PROGRESS IN DIVERSITY, EQUITY AND INCLUSION**
## WOMEN IN LEADERSHIP
## MALE 1 60%
## OUR COMMITMENT
| | 2024 | 2025 |
| --- | --- | --- |
| Under30 | 19% | 19% |
| 30-39 | 25% | 25% |
| 40-54 | 36% | 36% |
| Over55 | 20% | 20% |
**TOTAL WORKFORCE AGE PROFILE**
---
## SUSTAINABILITY continued
## Governance
Our governance structure supports effective delivery of our
sustainability strategy, strengthens decision making and helps
Bunzl respond to evolving expectations from customers,
regulators and stakeholders
Over the last six years we have developed a
robust governance framework that gives clear
oversight of the environmental and social topics
most relevant to our business. It enables the
tracking of trends, risks and opportunities and
helps ensure our commitments are delivered
consistently across our decentralised operations.
Now in its fourth year, the Board Sustainability
Committee provides strategic oversight of Bunzl’s
sustainability opportunities and risks, further
strengthening the Board’s understanding of this
important area. The Committee met three times
in 2025 and assessed progress against our annual
sustainability KPIs at each meeting. It also
reviewed a number of key projects delivered over
the past 12–18 months, including our supply chain
risk assessment project, customer engagement
plans and climate change roadmaps. Updates
on major projects, emerging trends and legislative
changes will continue to be brought to the
Committee throughout 2026.
The Environment & Climate Change Committee
oversees the implementation of our regional
carbon roadmaps and meets four times a year
with representation from all business areas.
During 2025, the Committee reviewed progress
against our environmental objectives and
monitored initiatives to reduce scope 1 and 2
emissions across the Group, including renewable
energy procurement, alternative fuels and the
transition of commercial vehicles (see page 51 for
further detail).
The Supply Chain Committee is responsible
**OUR SUSTAINABILITY GOVERNANCE STRUCTURE**
The Supply Chain Committee is responsible
for strengthening processes that identify
opportunities and mitigate risks across our global
supply chain, ensuring compliance with regulatory
requirements as a minimum. In 2025, the
Committee worked to redesign our ethical
auditing programme, manage the collection of
data required to calculate scope 3 emissions
and monitored the progress of our supplier
engagement programme.
The Health & Safety Committee evaluates the
by the CEO and attended by members of the
Executive team, provides cross functional
develops, reviews and monitors relevant policies,
leadership and ensures that Bunzl maintains
culture survey across a selected number of sites.
monitor performance and support the work
The findings provided insights into the range and
## Business areas and operating company responsibilities
targets, received regular updates on key projects In addition, the Committee oversaw the
and considered the implications of new
development of a Group-wide safety training
governance meetings, product and packaging groups)
matrix and a training compliance monitoring
---
**Bunzl plc** Annual Report 2025 Additional Information
|RELATED FINANCIAL DISCLOSURES|Strategic Report|Directors’ Report|Financial Statements 58 58|
|---|---|---|---|
|TOPIC|DISCLOSURE SUMMARY|DISCLOSURE|BUNZL RESPONSE|
|Governance|Disclose the organisation’s governance around climate-related risks and opportunities.|a) Describe the Board’s oversight of climate- related risks and opportunities. b) Describe management’s role in assessing and managing climate-related risks and opportunities.|Sustainability report: page 57 Governance report: pages 85–86, 88, 93, 107–108 Sustainability report: page 57 Governance report: pages 85 and 86, 88, 93, 107–108 ESG supporting information: pages 202–207|
|Strategy|Disclose the actual and potential impacts of climate- related risks and opportunities on the organisation’s businesses, strategy and financial planning.|a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning. c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios including a 2°C or lower temperature scenario.|Principal risks: page 72 ESG supporting information: page 202–207 Sustainability report: page 50 Principal risks: pages 72 ESG supporting information: pages 202–207 ESG supporting information: pages 202–207|
|Risk management|Disclose how the organisation identifies, assesses and manages climate-related risks.|a) Describe the organisation’s processes for identifying and assessing climate-related risks. b) Describe the organisation’s processes for managing climate-related risks. c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management.|Principal risks: pages 64–68, 72 ESG supporting information: pages 202–207 Sustainability report: page 50 Principal risks: pages 64–68, 72 ESG supporting information: pages 202–207 Principal risks: pages 64–68, 72 ESG supporting information: pages 202–207|
|Metrics and targets|Disclose the metrics and targets used to assess and manage relevant climate- related risks and opportunities.|a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. b) Disclose scope 1, scope 2, and, if appropriate, scope 3 greenhouse gas (‘GHG’) emissions and the related risks. c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.|Key performance indicators: page 38 Sustainability report: pages 51–52 ESG supporting information: pages 208–209 Key performance indicators: page 38 Sustainability report: pages 51–52 ESG supporting information: pages 208–209 Key performance indicators: page 38 Sustainability report: pages 51–52 ESG supporting information: pages 208–209|
### TASK FORCE ON CLIMATE‑
# TCFD INDEX
## The Taskforce on Climate-related Financial Disclosures (‘TCFD’)
## has developed a climate-related financial risk disclosure framework
## for companies to provide information to investors, lenders,
## insurers and other stakeholders.
We value open, honest, and continuous communication to ensure our business decisions reflect and benefit all of our stakeholders. Maintaining two-way relationships with our key stakeholder groups, enables us to understand their views and objectives. With this understanding, the Board is able to factor the potential impact of decisions on each stakeholder group into the Company’s strategic decision making and consider their needs and interests in line with section 172 of the Companies Act 2006.
---
## NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
## NFSIS
In accordance with sections 414CA
and 414CB of the Companies Act
2006, including the amendments
made by the Companies (Strategic
Report) (Climate-related Financial
Disclosure) Regulations 2022, the
adjacent information sets out how
we comply with each reporting
requirement and where further
information can be found.
A description of our business model can be found
on pages 14 and 15.
## website: www.bunzl.com
| | REPORTING REQUIREMENT | DESCRIPTION | RELEVANT POLICIES AND STANDARDS | FURTHER INFORMATION |
| --- | --- | --- | --- | --- |
| Social matters | Developing responsible supply chains | Our Supplier Code of Conduct, Global Supply Chain Solutions team and partnership with supply chain assurance expert, LROA, are some of the measures we take to ensure that products are sourced responsibly and that adequate standards are maintained throughout our supply chains. | Read more on pages 48-49 | |
| Social matters | Promoting a healthy corporate culture | Our values underly the way we conduct our business and ensure that all of our colleagues are working towards the common goal of creating long term sustainable value for the benefit of all stakeholders. | Read more on page 79 | |
| Social matters | Business standards of behaviour | The Business Code of Conduct and Code of Conduct Policy ensure that all business is conducted according to rigorous ethical, professional and legal standards. | Read more on page 210 | |
| Social matters | Encouraging employees to raise matters of concern | Where employees have concerns relating to failures to adhere to standards, they can report such concerns on a confidential and anonymous basis using our Speak Up Policy. | Read more on page 210 | |
| Employees | Investing in our people and a diverse workforce | Our updated Inclusion & Belonging Policy was reviewed and approved in 2025 and ensures that employees are treated fairly and equally and that diversity is embraced. We also offer extensive learning and development opportunities to equip employees with the skills and experience they need to succeed and grow in their roles. | Read more on pages 39-41, 56 | |
| Employees | Providing our employees with a safe working environment | The Bunzl Health & Safety Policy ensures that high standards of health & safety are maintained throughout the business. Incidents are monitored and reported to the Board periodically, which enables the Board to take action when necessary. | Read more on page 210 | |
| Employees | Prevention of bribery, corruption and fraud | Our Anti-Bribery and Corruption Policy outlines the behaviour and principles required of employees to prevent any form of bribery or corruption. Additionally, we have a Fraud Policy in place, we conduct an rigorous Fraud Risk Assessment annually and the Board regularly receives and considers whistleblowing updates. | Read more on page 90 | |
| Human rights, anti-corruption and anti-bribery | Promoting ethical supply chains | Our Supplier Code of Conduct defines the principles and standards that we expect suppliers to understand and adhere to. This is supported by our industry-leading sourcing and auditing operation in Shanghai, which works in partnership with suppliers in high risk regions to ensure the highest standards of product quality and respect for human rights in our supply chain. | Read more on pages 48-49 | |
| Human rights, anti-corruption and anti-bribery | Approach to human rights and modern slavery | Approved by the Board this year, our Modern Slavey Statement sets out the steps that we take to ensure, as far as possible, that slavery and human trafficking do not exist in our supply chain or any part of our business. | Read more on page 48 | |
| Human rights, anti-corruption and anti-bribery | Taking action on climate change | We are supporting the recommendations made by the Task Force On Climate-related Financial Disclosures. Our near-term emission reduction targets were approved by the SBTi in 2022. Our net zero transition plan was developed in line with the SBTi in 2024. | Read more on page 50-52 | |
| Environmental matters | Reducing our impact on the environment | Our Environment Policy promotes the efficient use of resources and energy in our supply chain and ensures a Group wide commitment to continual improvement and compliance with environmental legislation and regulations. | Read more on pages 50-55 | |
| Environmental matters | Providing sustainable solutions | Our material footprint tools help customers understand the carbon impact of the products they source, helping us to work with them to find sustainable solutions that are better suited to a more circular economy. | Read more on pages 53-55 | |
| Environmental matters | Environmental risks and opportunities | Our sustainability governance structure enables the Company to identify, assess and manage climate-related risks and opportunities, analyse the resilience of our business model and strategy, set targets to manage climate-related risks and to disclose against the TCFD recommendations and the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. | Read more on pages 57, 202-207 | |
---
## SECTION 172(1) STATEMENT
## Considering the interests of all our stakeholders to create sustainable value
Regular engagement with our
stakeholders is vital for achieving
sustainable long term success.
We value open, honest, and continuous
communication to ensure our business decisions
reflect and benefit all of our stakeholders.
Maintaining reciprocal, two-way relationships with
our principal stakeholder groups as identified on
pages 61 to 63, enables us to understand their
perspectives and objectives. With this insight, the
Board incorporates the potential impact of
decisions on each stakeholder group into the
Company’s strategic decision making and, in
accordance with section 172(1) of the Companies
Act 2006, considers their needs and interests.
## The impact of the Company’s operations
Stakeholder engagement is undertaken through
a variety of channels, with key examples set out
on the pages that follow.
These channels are subject to continual review,
These channels are subject to continual review,
and the Board is satisfied that they remained
effective throughout 2025.
In its deliberations, the Board must on occasion
balance the competing interests of different
stakeholder groups. In such circumstances, the
Board always aims to ensure that those affected
are treated fairly.
• Fraud policy: page 59
## SECTION 172(1)
The Board of directors of Bunzl plc promotes the success of the Company for
the benefit of its members as a whole, having sufficient regard to:
## The likely consequences of any decision in the long term
• Company purpose: page 16
• Our business model: pages 14 to 15
• Our business model: pages 14 to 15
• Our strategy: pages 16 to 20
• Non-financial and sustainability
information statement: page 59
• Whistleblowing: page 210
• Our strategy: pages 16 to 20
• Shareholder returns: page 2
• Shareholder returns: page 2
• Capital allocation: page 35
• Community investment: page 212
• Non-financial and sustainability information
• Non-financial and sustainability information
statement: page 59
• Sustainability: pages 42 to 57
• Bunzl Anti-Bribery and Corruption Policy
• Business Code of Conduct Policy
## The need to foster the Company’s business relationships with suppliers, customers and others See our ‘Policy hub’ at www.bunzl.com to
senior management. The Board engages directly
when appropriate and on material matters.
• Audit Committee report: pages 97 to 106
• Culture and values: page 79
• Business Code of Conduct Policy
• Bunzl Ethical Sourcing Policy
• Sustainability: pages 42 to 57
## The interests of the Company’s employees
**and others**
See our ‘Policy hub’ at www.bunzl.com to
access:
• Bunzl Ethical Sourcing Policy
• Modern Slavery Statement
• Modern Slavery Statement
• TCFD disclosures: page 58
Engagement primarily occurs at the operational
level and is reported to the Board regularly by
## The Company maintaining a reputation
• Diversity, equity and inclusion:
page 56
• Carbon emissions: pages 208 to 209
## The need to act fairly as between members of the Company • Shareholder engagement: pages 81 to 82
## for high standards of business conduct
• Employee engagement
statement: page 82
• Our people: pages 39 to 41
• Our people: pages 39 to 41
• The Company’s Annual General Meeting
(‘AGM’): page 133
• Investor roadshows: page 62
• Bunzl insight series – spotlight on
acquisitions
---
## SECTION 172(1) STATEMENT continued
## 76%
of customer orders processed digitally
**c.30%**
own brand penetration
## internal spending to social enterprise Outcomes of engagement
## Relevance to strategy
Launched two years ago, the PPP partners
Customers are central to Bunzl’s purpose of
providing essential business solutions around
the world, and Bunzl’s strategy is established
to achieve this purpose while creating long term
value for the benefit of stakeholders as a whole.
A key tenet of our strategy is organic growth;
expanding by developing our business with
current customers and gaining new business
with additional customers.
## Concerns and interests
• Customised digital solutions
• Sustainable product expertise, support and
sourcing
• Transitioning products to alternative materials
• Transitioning products to alternative materials
• Innovative product solutions
• Innovative product solutions
• Enhanced operational efficiency
## How we engage
Our customer relationships are akin to
partnerships. We maintain frequent two-way
dialogue with customers to enhance our
understanding of their business needs and
ambitions, which enables us to provide them
with a truly tailored service. By running dedicated
innovation sessions with large customers,
proactively seeking feedback and having
discussions about customer insights at Board
level, we are able to place the needs of customers
at the heart of our business and adapt our
strategy accordingly.
Outcomes of engagement
## Outcomes of engagement
Engagement in 2025 has shown again that
sustainability is of great importance to our
customers. As such, we continue to develop
our sustainability offering and our engagement
mechanisms with customers to ensure that our
sustainability solutions are tailored to their
needs. The outcomes of this programme have
also informed the Board’s sustainability agenda,
which has led to an exciting new exercise to
bring sustainability into frontline sales, to further
establish sustainability as a priority at all levels
of the business.
## Case study: driving social value through innovation: Purposeful Providers Programme
Bunzl Cleaning & Hygiene
Supplies’ Purposeful Providers
Programme (the ‘PPP’) is a
supplier initiative in the UK that
embeds social and sustainable
value into the Company’s
supply chain.
future. The PPP even encourages Bunzl’s
own branches and teams to channel some
internal spending to social enterprise
vendors, ensuring that ethical purchasing
starts at home. This approach creates
measurable social value as everyday
business purchases support enterprises
with clear social or environmental missions.
Through the PPP, Bunzl’s customers can
easily incorporate social value driven
products into their own operations,
effectively scaling up community impact
and sustainability gains across the supply
how business can be a force for good on the chain. Every client order of a PPP highlighted
product contributes to causes such as
reforestation, waste reduction or
employment for those in need, without
any extra effort by the customer.
The PPP represents a strategic innovation
[Image: X231]
The PPP represents a strategic innovation
in supply chain management, through which
Bunzl leverages its global scale and
purchasing power to accelerate the growth
of social enterprises, enabling both the
Company and its customers to deliver
social and environmental value through
everyday business.
---
## SECTION 172(1) STATEMENT continued
**c.27,000**
employees
employees
## 71%
trust index score in our Great Place to Work survey
## Relevance to strategy
Bunzl has c.27,000 employees worldwide. Bunzl’s
employees represent our biggest opportunity and
are the focus of the business. Recruiting, retaining
and developing the best talent is key to Bunzl’s
strategy as it shapes our culture and ensures that
every person pulls in the same direction to
achieve Bunzl’s purpose.
• Fair remuneration
## How we engage across businesses. This direct engagement
## Concerns and interests
• Sharing in the Company’s success
• Fair policies and practices
• Fair policies and practices
• Talent development and career progression
• Talent development and career progression
• A safe and inclusive working environment
The Board carried out direct engagement with
employees during 2025 through mechanisms
such as site visits, meetings with young talent
groups and CEO and non-executive director
listening sessions (see more on these in the box
to the right).
to help steer management and formulate models and inclusive leadership, frontline
at the Irudek facilities in Spain and at Nisbets in
• A safe and inclusive working environment
• Good communications
## How we engage
• Having a positive impact on the community
and the environment
In addition, indirect engagement took place
through regular team briefings and Board
consideration of our 2025 Great Place to
Work survey.
## Outcomes of engagement
Site visits conducted by both the Board and the
CEO provided an opportunity to engage directly
with Bunzl employees at all levels in their place
of work, allowing for meaningful engagement
in a setting that provides greater context to the
wider operations of the business.
Engagement carried out by the CEO contributes
to his understanding of the views of the wider
workforce, which he subsequently utilises when
working with the Board.
The outcome of Bunzl’s 2025 Great Place to Work
survey is detailed on page 39.
In 2025, the CEO, alongside the Director
of Group HR, held a fifth annual listening
session with female employees and
employees from ethnically diverse
backgrounds from across the Group.
Bunzl’s CEO listening sessions enable
direct engagement between the CEO and
employees, which is used to review progress
against the Company’s diversity objectives,
inform future Board decisions and gain
further insight into the results of the Great
Place to Work survey.
Key themes identified from employee
## NED listening sessions
## Relevance to strategy
To gain insight into the 2025 employee
experience, six of our non-executive
directors participated in listening sessions,
speaking directly with employees from the
Asia Pacific, Continental Europe, Latin
America, North America and UK & Ireland
business areas. These sessions facilitated
direct engagement between the nonexecutive directors and Bunzl employees
across all levels of the Group, on topics such
as employee training and communications
across businesses. This direct engagement
by non-executive directors with employees
allows for more constructive discussion at
Board level, and, where relevant, helps the
Board to further inform its decisions.
Maintaining shareholder support by building
meaningful relationships is key to Bunzl’s strategy,
as our shareholders influence the long term
direction and governance framework of the
Company. Frequent dialogue keeps the Company
informed as to the concerns and interests of our
investors and allows the Company to respond,
grow and perform better.
• Financial performance
• Shareholder returns
## Concerns and interests
• Capital allocation
• Environmental, social and governance matters
• Executive remuneration
Both the CEO and NED listening sessions
remain instrumental methods of
engagement with the workforce and provide
Board members with a breadth of views
from across the business, which in turn
prompts more informed and considered
decision making from the highest level.
• Resilience
• Strategic priorities
• Leadership and succession planning
Over 2025, a number of meetings took place
between investors and Board members, including
the Senior Independent Director. Bunzl engages
in dialogue with major shareholders throughout
the year at regular meetings and investor
roadshows, the outcomes of which are reported
to the Board. More broadly, Bunzl updates
shareholders on trading performance six times
a year and encourages attendance at the AGM.
Outcomes of engagement
## Outcomes of engagement
---
## SECTION 172(1) STATEMENT continued
**1,430**
suppliers were assessed in 2025
suppliers were assessed in 2025
## 44%
of suppliers* by emissions currently have science-based
targets in place
* Suppliers that are covered by our scope 3 supplier
engagement target.
## Relevance to strategy
improvement drives the determination to set
Building strong and trusted partnerships with
suppliers is fundamental to our business model.
Our suppliers are our partners, and collaboration
enables Bunzl to maintain resilient supply chains,
drive ambitious business solutions and provide
customers with access to products that meet
their individual needs, with the reassurance that
they have been ethically sourced.
## Purposeful Providers
## Programme: Serious Tissue
Serious Tissue is a standout partner in the
PPP, supplying 100% recycled toilet tissue
with a powerful environmental mission to
combat deforestation. For every sale,
Serious Tissue funds the planting of trees,
directly contributing to global
reforestation efforts. Their commitment
to sustainability and circular economy
principles exemplifies how everyday
products can drive meaningful
environmental impact.
[Image: X238]
## Concerns and interests
• Ethical supply chains
• Reliable partnerships
• On-time payment
• Mutual trust
## ENVIRONMENT & COMMUNITY • Ethical supply chains
28% • On-time payment
## c.£1.3 million Engagement with suppliers takes place primarily
• Improving environmental impacts
## How we engage
How we engage
Engagement with suppliers takes place primarily
at operational level, with management providing
frequent updates on our supplier engagement
programme to the Board Sustainability
Committee, which subsequently reports to the
Board. One area of continued focus in 2025 was
engaging suppliers on the requirement to set
science-based emissions targets by 2027. In
addition, we operate a rigorous supplier
onboarding and audit operation in line with
Bunzl’s Supplier Code of Conduct and compliance
with this is monitored by our Global Supply Chain
Solutions and business area teams. For more
information on our responsible sourcing process,
see pages 48 to 49.
## Outcomes of engagement
We continue to work with our suppliers to achieve
our scope 3 emissions target and 44% of our
suppliers* by emissions currently have sciencebased targets in place, aligned to the Science
Based Targets initiative (‘SBTi’). To read about our
work to build a low carbon supplier network, see
pages 50 to 52. Further outcomes of engagement
with Bunzl’s suppliers and the results of supplier
audits undertaken during the year can be found
on pages 48 to 49.
## ENVIRONMENT & COMMUNITY
## 28%
more carbon efficient since 2019
**c.£1.3 million**
**c.£1.3 million**
donated to charitable causes during 2025
## Concerns and interests
and the Company participated in a range of
## and educates customers, employees and Concerns and interests
## community, Bunzl supports the communities Purposeful Providers
## How we engage
• Ambitious climate targets
• Science-backed commitments
• Ethical supply chains
Supported by the Board Sustainability Committee,
the Board defines the Company’s sustainability
strategy and oversees its implementation by way
of updates from management. The Company
maintains dialogue with environmental agencies
and educates customers, employees and
suppliers on sustainable practices in line with
best practice and local laws. To benefit the wider
community, Bunzl supports the communities
where our employees live and work and
encourages fundraising activities which are
championed by our businesses and their
employees locally.
Outcomes of engagement
• Clear roadmap to net zero
• Ethical supply chains
• Cost of living crisis
During 2025, we made strong progress in
mapping our material ESG themes to our value
chain. To read more, see our material issues
overview on page 47. To support our community,
we worked with long-standing charity partners on
environmental projects and Bunzl donated a total
of c.£1.3 million to charitable causes during 2025.
More information detailing our charitable
contributions and initiatives during the year can
be found on page 212.
---
## PRINCIPAL RISKS AND UNCERTAINTIES
## A robust approach to risk management
Bunzl operates in six core market sectors in 33 countries which exposes it to risks and
uncertainties. The Group sees the management of risk, both positive and negative, as
critical to achieving its strategic objectives.
## RISK ASSESSMENT
2 Inherent risk
3 Risk response
## Risk 1 identification
• The businesses, business
area, the Executive Committee
and the Board consider,
identify and document risks
in a consistent way within the
categories of strategic,
operational and financial risks.
• This includes current risks as
well as emerging risks which
also need to be assessed and
carefully monitored.
controls are considered until
## Inherent risk 2 assessment
• The inherent impact and
probability of risks are
evaluated before considering
the effect of any mitigating
activities:
– probability is assessed as
remote, unlikely, possible
or probable.
## Risk response 3 and residual risk assessment
• The relevant mitigating
activities and controls are
evaluated for each risk.
• The residual risk is assessed
• The residual risk is assessed
assuming that the mitigating
actions and internal controls
operate as intended in an
effective way.
• If necessary, to bring the
---
## PRINCIPAL RISKS AND UNCERTAINTIES continued
## Risk management process To deliver the Group’s strategic objectives
Risk management process
To deliver the Group’s strategic objectives
successfully, and provide value for shareholders
and other stakeholders, it is critical that Bunzl
maintains an effective process for the
management of risk. The Company has a risk
management policy which ensures that a
consistent process is followed by every business
and business area as well as the Executive
Committee and ultimately the Board, firstly to
assess and then subsequently to manage both
current and emerging risks. These interrelated
aspects of the Group’s risk management policy
are explained below*. Additional details are also
provided on the key risk management activities
undertaken during 2025.
* The ‘Risk management and internal control’ section of the
Corporate governance report on pages 90 to 91 includes
further information on the specific procedures designed
to identify, manage and mitigate risks which could have a
material impact on the Group’s business, financial condition
or results of operations and for monitoring the Company’s risk
management and internal control systems.
## RISK MANAGEMENT
## RISK MANAGEMENT To deliver the Group’s strategic objectives
**The Board**
Establishes the nature and extent of risk the
Group is willing to accept (its ‘risk appetite’) in
pursuit of Bunzl’s strategic objectives. Bunzl’s
risk appetite is the degree to which the Group
is prepared to accept risk in pursuit of its
objectives. The appetite for risk varies
depending on the category of risk being
considered (business continuity, health &
safety, environment, regulatory, reputation
and financial) and is not constant. It varies
depending on external factors (such as
economic conditions or other changes in
circumstances beyond Bunzl’s control) as
well as internal factors (such as resource
constraints or any changes in priorities or
strategic direction). When making decisions,
including approving or establishing policies,
the Board is effectively considering whether
the Group is taking too much risk or
insufficient risk as compared to Bunzl’s
inherent risk appetite.
Directs and oversees internal audit’s activities
and reviews the results of assurance over
controls and risk mitigation activities.
## Executive Committee
Performs a robust assessment of the Group’s
risks through a biannual review of the Group’s
risk register, focusing on the evolving risk
landscape, emerging risks and those risks
considered to be significant by management
and the Executive Committee.
Continuously monitors and oversees the
Group’s risk management and internal
controls processes and procedures.
## The Audit Committee
risk response, and its effectiveness.
Holds regular meetings with business area
management to discuss strategic, operational
and financial issues and ensures policies and
procedures are in place to identify and
manage the principal risks affecting each
of the Group’s businesses. Business area
management present risk assessments to
the Executive Committee annually, focusing
on the key risks in their region, processes
they have in place to identify risk and any
areas of heightened concern or any emerging
risks for the future.
Considers the evolving risk landscape,
including reviewing the results of the risk
assessment process and assessing the
sufficiency of risk mitigation activities for
current risks as well as the threats and
opportunities from emerging risks.
**Business area management**
The Group’s decentralised management
structure allows for the establishment of
clear ownership of risk identification and
management at the business area level
within the framework of Bunzl’s risk
management policy.
Business management
---
In addition, the Group’s financial performance is
partially dependent on general global economic
conditions, the deterioration of which could have
an adverse effect on the Group’s business and
results of operations.
# PRINCIPAL RISKS AND UNCERTAINTIES continued
## Principal risks and uncertainties
The Group operates in six core market sectors
in 33 countries which exposes it to risks and
uncertainties, many of which are not fully within
the Group’s control. The risks summarised below
represent the principal risks and uncertainties
faced by the Group, being those which are
material to the development, performance,
position or future prospects of the Group, and
the steps taken to mitigate such risks. However,
these risks do not comprise all of the risks that
the Group may face and accordingly this summary
is not intended to be exhaustive.
Although not considered by the Board to be a
specific principal risk in its own right, many of the
risks referred to below could themselves be
impacted by the economic environment prevailing
in the Group’s markets from time to time.
complexity of international relations and
economics necessitates that Bunzl regularly
developments. The effects of global conflicts;
The risks are presented by category of risk
(Strategic, Operational and Financial) and are not
presented in order of probability or impact. The
relevant component of the Group’s strategy that
each risk impacts is also noted:
relations between countries are all monitored
Organic growth
Acquisition growth
to drive any coordinated responses that may
be required. Failure to supply and deliver the
required volumes could adversely impact
Operating model improvements
Sustainability
## New principal risk
Following the impact in 2025 associated with
the change programme in the Group’s largest
business in North America, the Group has
included an additional principal risk relating to
major change programme execution. The
business primarily services foodservice and
grocery customers and its operating performance
during the course of a major change programme
has materially impacted the Group’s results in
2025. Subsequently, a series of actions were
taken to improve performance (i.e. leadership
changes to focus on commercial agility and
operational excellence, empowering the local
management and delivering margin benefits
through further own brand launches, in addition
to accelerating cost saving initiatives).
Monitoring risks
## Monitoring risks
the gross impact, applying the hypothetical
The directors confirm that they have carried out a
robust assessment of the principal and emerging
risks facing the Group, including those that would
threaten its business model, future performance,
solvency or liquidity.
in place, the net impact after mitigating controls
following review by the Executive Committee
## Emerging risks
Emerging risks
The Board closely monitors all emerging risks that
have the potential to increase in significance and
affect the performance of the Group and its
ability to meet its strategic objectives. This
knowledge-sharing and horizon-scanning seeks
to identify potential risks and emerging trends,
looking through various risk lenses and over a
future time horizon. In addition to the principal
risks faced by the Group, there are risks which
are more uncertain in nature and difficult to
assess or that have the potential to develop
and increase in severity over time.
---
**Bunzl plc** Annual Report 2025 **Strategic Report** Directors’ Report Financial Statements **67 67** Additional Information
## PRINCIPAL RISKS AND UNCERTAINTIES continued
## PRINCIPAL RISKS DESCRIPTION OF RISK AND HOW IT MIGHT
## FACING THE GROUP AFFECT THE GROUP’S PROSPECTS HOW THE RISK IS MANAGED DEVELOPMENTS IN 2025
**STRATEGIC RISKS**
|1. Competitive pressures|• The Group operates in highly competitive markets|• The Group’s geographic and market sector|• Execution challenges related to a change in the|
|---|---|---|---|
|Revenue and profits are|and faces price competition from international,|diversification allow it to withstand shifts in demand,|operating model of our largest operating company,|
|reduced as the Group loses|national, regional and local companies in the|while this global scale across many markets also|Bunzl North America Distribution, alongside a|
|a customer or lowers prices|countries and markets in which it operates.|enables the Group to provide the broadest possible|challenging macroeconomic environment resulted|
|due to competitive pressures|• Unforeseen changes in the competitive landscape|range of customer specific solutions to suit their|in wallet share loss within its foodservice customer|
|Risk owner:|could also occur, such as an existing competitor|exacting needs.|base. The business has been focused on actions to|
|CEO and business|or new market entrant introducing disruptive|• The Group maintains high service levels and close|improve performance and has seen business wins|
|area heads|technologies or changes in routes to market.|contact with its customers to ensure that their needs|in the second half of 2025.|
|Change to risk level:|• Customers, especially large or growing customers,|are being met satisfactorily. This includes continuing|• Continental Europe has strengthened its focus on|
|Included in viability|could exert pressure on the Group’s selling prices,|to invest in e-commerce and digital platforms to|new business pipeline management and delivery|
|statement: Yes|thereby reducing its margins, switch to a competitor or ultimately choose to deal directly with suppliers.|further enhance its service offering to customers. • The Group maintains strong relationships with|of incremental cost savings against a challenging macroeconomic backdrop.|
||• Any of these competitive pressures could lead to a loss of market share and a reduction in the Group’s revenue and profits.|a variety of different suppliers, thereby enabling the Group to offer a broad range of products to its customers, including own brand products, in a consolidated one-stop-shop offering at competitive prices. • The Group has a layered governance structure that includes strategic planning and budget reviews, retrospective commercial analysis, digital KPI reporting, forecasting, and regular CFO updates to the Board ensuring early identification and effective response to the flagged risks.|• The Group continued to invest in technology to streamline customers’ experience. • The Group continued to develop its sustainable product assortment, supported by own brand ranges, and tools to assist customers in meeting their sustainability goals.|
|2. Financial collapse of|• An unexpected insolvency of either a large customer|• The Group monitors significant developments in|• In 2025, the Group did not encounter material|
|either a large customer|or a significant number of small customers could|relationships with key customers, including credit|insolvencies of either a large customer or a|
|and/or a significant|lead to a sudden reduction in revenue and profits,|checks and limits set for each customer.|significant number of smaller customers. However,|
|number of small customers|including the cost of impairing any irrecoverable|• Delegation of authority limits mean that there is|this remains a significant risk given the potential for|
|Revenue and profits are|receivables balances, as well as operating margin|oversight of all material customer contracts at|global economic downturn.|
|reduced as the Group loses customers Risk owner: CEO and business area heads Change to risk level:|erosion due to under-used capacity. • The Group’s revenue and profits may be affected as well as receivables and inventory (if customer specific inventory is held).|business area and local level.|• In 2025, provisions relating to the Group’s credit exposure from customers remained broadly unchanged.|
|Included in viability||||
|statement: Yes||||
Organic growth Acquisition growth Operating model improvements Sustainability
---
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**PRINCIPAL RISKS AND UNCERTAINTIES** continued
| PRINCIPAL RISKS FACING THE GROUP | DESCRIPTION OF RISK AND HOW IT MIGHT AFFECT THE GROUP'S PROSPECTS | HOW THE RISK IS MANAGED | DEVELOPMENT IN 2025 |
| --- | --- | --- | --- |
| STRATEGIC RISKS | | | |
| 3. Cost deflation Revenue and profits are reduced due to the Group's need to pass on cost price reductions
Risk owner: CEO and business area heads
Change to risk level:→
Included in viability statement:Yes | In the event of a reduction in the cost of products bought by the Group, due to suppliers passing on lower commodity prices (such as plastic or paper) or other price reductions, lower trade tariffs and/or foreign currency fluctuations, coupled with actions of competitors or customers, indexed or cost plus contracts may require the Group to pass on such cost reductions to customers, resulting in a reduction in the Group's revenue and profits.
Operating profits may also be lower due to the above factors if operating costs are not reduced commensurate with the reduction in revenue. | The Group uses its considerable experience in sourcing and selling products to manage prices during periods of deflation in order to minimise the impact on profits.
Focus on the Group's own brand products, together with the reinforcement of the Group's service and product offering to customers, helps to minimize the impact of price deflation.
The Group continually looks at ways to improve productivity and implement other efficiency measures to manage and, where possible, reduce its operating costs. | The pricing impact was broadly stable across the Group over 2025, although some businesses continued to be impacted by deflation, such as our cleaning & hygiene businesses in France, reflective of a post Covid-19 normalisation of pricing, and a weak economy. |
| 4. Cost inflation Profits are reduced due to the Group's inability to pass on product or operating cost increases
Risk owner:CEO and business area heads
Change to risk level:→
Included in viability statement:Yes | Significant or unexpected cost increases by suppliers, due to the pass through of higher commodity prices (such as plastic or paper) or other price increases. Higher trade tariffs and/or foreign currency fluctuations, could adversely impact profits if the Group is unable to pass on such product cost increases to customers.
Operating profits may also be lower due to the above factors if selling prices are not increased commensurate with the increases in operating costs. | The Group sources its products from a number of different suppliers based in different countries so that it is not dependent on any one source of supply for any particular product, or overly exposed to a particular country changing trade tariffs, and can purchase products at the most competitive prices.
The majority of the Group's transactions are carried out in the functional currencies of the Group's operations, but for foreign currency transactions some forward purchasing of foreign currencies is used to reduce the impact of short term currency volatility.
The Group will, where possible, pass on price increases from its suppliers to its customers.
The Group continually looks at ways to improve productivity and implement other efficiency measures to manage and, where possible, reduce its operating costs. | The Group experienced significant product cost inflation in recent years. Selling prices to customers were continually evaluated to ensure that profitability levels were at least maintained. Overall, the Group was very successful in passing on product cost inflation.
The Group's ongoing focus on own brand product development is an important tool for discussions with customers about price increases.
Operating cost inflation, overall, was more typical over the year, with wage inflation across the US, UK & Ireland and Continental Europe being at normalised levels, which we expect to remain the case in 2026.
Property cost inflation, linked to lease renewals, moderated from recent high levels and fuel and freight inflation was moderate and supported by the annualisation of prior year contract retendering in North America.
Operating cost growth was partially supported by cost actions taken, such as restructuring projects and warehouse consolidations and relocations. |
Operating model improvements
---
**Bunzl plc** Annual Report 2025 **Strategic Report** Directors’ Report Financial Statements **69 69** Additional Information
## PRINCIPAL RISKS AND UNCERTAINTIES continued
## PRINCIPAL RISKS DESCRIPTION OF RISK AND HOW IT MIGHT
## FACING THE GROUP AFFECT THE GROUP’S PROSPECTS HOW THE RISK IS MANAGED DEVELOPMENTS IN 2025
**STRATEGIC RISKS**
|5. Inability to make further|• Acquisitions are a key component of the Group’s|• The Group maintains a large acquisition database|• The acquisition pipeline is closely monitored with|
|---|---|---|---|
|acquisitions|growth strategy and one of the key sources of the|which continues to grow with targets identified by|continued research of any available opportunities|
|Profit growth is reduced from|Group’s competitive advantage, having completed|managers of current Bunzl businesses, research|for investment.|
|the Group’s inability to acquire|237 acquisitions since 2004.|undertaken by the Group’s dedicated and|• During 2025, the Group’s committed acquisition|
|new companies|• Insufficient acquisition opportunities, through a lack|experienced in-house corporate development team|spend was £132 million and the pipeline|
|Risk owner: CEO and business area heads Change to risk level: Included in viability statement: Yes|of availability of suitable companies to acquire or an unwillingness of business owners to sell their companies to Bunzl, could adversely impact future profit growth.|and information received from banking and corporate finance contacts. • The Group has a strong track record of successfully making acquisitions. At the same time, the Group maintains a decentralised management structure which facilitates a strong entrepreneurial culture and encourages former owners to remain within the Group after acquisition, which in turn encourages other companies to consider selling to Bunzl.|remains active.|
|6. Unsuccessful acquisition|• Inadequate pre-acquisition due diligence related to|• The Group has established processes and|• The acquisition pipeline is reviewed by the Executive|
|Profits are reduced, including|a target company and its market, or an economic|procedures for detailed pre-acquisition due diligence|Committee, and for any new significant acquisitions|
|by an impairment charge, due|decline shortly after an acquisition, could lead to the|related to acquisition targets and the post-|that are proposed, the Board reviews the potential|
|to an unsuccessful acquisition|Group paying more for a company than its fair value.|acquisition integration thereof.|acquisition in detail.|
|or acquisition integration|• Furthermore, the loss of key people or customers,|• The Group’s acquisition strategy is to focus on those|• The CEO and CFO review the performance of all|
|Risk owner:|exaggerated by inadequate post-acquisition|businesses which operate in sectors where it has or|acquisitions with business area management teams|
|CEO and business|integration of the business, could in turn result in|can develop competitive advantage and which have|on a quarterly basis.|
|area heads|underperformance of the acquired company|good growth opportunities.|• Internal Audit reviews acquisitions on average within|
|Change to risk level:|compared to pre-acquisition expectations which|• The Group endeavours to maximise the performance|18 months of the sale.|
|Included in viability|could lead to lower profits as well as a need to record an impairment charge against any associated|of its acquisitions through the recruitment and|• The Board reviews performance of recent|
|statement: Yes|intangible assets.|retention of high quality and appropriately incentivised management combined with effective strategic planning, investment in resources and infrastructure and regular reviews of performance by both business area and Group management. • Defined delegation of authority limits provide robust oversight of all acquisition thresholds and associated requirements.|acquisitions annually. In 2025, the Board reviewed the principal acquisitions made in 2023 and noted that in aggregate they outperformed acquisition case expectations.|
|Organic growth|Acquisition growth|Sustainability||
Operating model improvements
---
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**PRINCIPAL RISKS AND UNCERTAINTIES** continued
| PRINCIPAL RISKS FACING THE GROUP | DESCRIPTION OF RISK AND HOW IT MIGHT AFFECT THE GROUP'S PROSPECTS | HOW THE RISK IS MANAGED | DEVELOPMENT IN 2025 |
| --- | --- | --- | --- |
| STRATEGIC RISKS | | | |
| 7. Sustainability driven market changesRevenue and profits are reduced due to the Group's inability to offer sustainable products in response to legislation, consumer preferences or the competitive environmentRisk owner:CEO and business area headsChange to risk level:Included in viability statement:Yes | • New legislation introduced outside Europe and the UK in countries where Bunzl operates mirrors and in some cases goes further than the legislation previously introduced in Europe and the UK.The scope of new legislation tends to cover a wider range of products than that previously introduced.Legislation related to packaging still remains extremely fragmented across different regions.
• The introduction of Extended Producer Responsibility EP'R is a new consideration for the Group and our customers.EP'R is being introduced in the UK, EU, Australia, Canada and seven US States (extending to 83) EP'R legislation that aims to make all organisations in a value chain responsible for the cost of the collection, management, and recycling of packaging.It applies modulation fees based on packaging recyclability where non-recyclable materials will incur extremely high compliance costs.
• Consumer sentiment and customer targets are likely to lead to a reduction in demand for single use plastic-based products that the Group sells, while simultaneously increasing demand for renewable, recyclable, or reusable alternatives.
• The Groups revenue and profits could be reduced if it is unable to offer packaging and products made from alternative materials that will replace products that cannot be sold due to legislation, or products where demand is lower due to changes in consumer preferences, for example a move to more reusable packaging. | • Bunzl is well-positioned to support its customers with the legislative complexity due to its material agnostic position and network strength allowing it to deliver the right products across large multi-site customer operations.
• Bunzl's scale and unique position at the centre of the supply chain, supported by expert sustainability managers, gives the Group an opportunity to provide customers with advice about alternative products which are recyclable, compostable, biodegradable or reusable.
• EP'R will incentivise customers to specify more recyclable products to avoid high modulation fees.This should further drive transition to alternative products that are well suited to the circular economy.
• The Group has access to an extensive supply chain of product and packaging manufacturers who are innovating the range of products they produce to satisfy the increased focus on sustainability.This means the Group can offer the broadest possible range of products whether in response to legislative changes, consumer preference driven changes or assistive offer market-leading products to the Group customers.
• The Group has access to the proprietary data on the packaging and products our customers need.That coupled with the Group's detailed product knowledge and data on customer product usage, ensures that the Group is well-positioned to be able to support its customers in shaping and achieving their sustainability strategies. | • The majority of the Groups businesses in the retail, foodservice and grocery sectors now employ material footprint tools that explain how legislation will impact the products and packaging a customer uses, while promoting the alternatives we have in our ranges.
• There has been a degree of price sensitivity in our customer sectors driven by general inflationary trends and the higher cost of products made from alternative materials is a concern for customers.These trends have the potential to slow transition, but the introduction of new legislation with high compartment costs (e.g. EP'R will likely cause organisations to accelerate their replacement of non-recyclable/less recyclable products.
• The introduction of new EP'R rules place higher financial and operational obligations on businesses for the end-of-life management of packaging, creating strong incentives to move away from non-recyclable or hard-to-recycle materials.As compliance costs rise and reporting requirements become more stringent, EP'R will increasingly prioritising solutions that minimise liability under EP frameworks.This shift is re-focusing attention on our alternative material ranges (including own brand) and reinforcing the importance of proactive engagement through our sustainability tools and advisory services.
• The Group has continued to strengthen its expert sustainability teams who train customers on incoming legislation for and customer for where they showcase the latest products and support customers to report effectively against their goals.Our teams have engaged over 300 key customers this year to reinforce our sustainability value proposition and demonstrate how we can help with their objectives.
• The Group continued to expand and introduce new ranges of own brand products made from alternative materials. |
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | <71 |
| --- | --- | --- | --- | --- | --- | --- |
**PRINCIPAL RISKS AND UNCERTAINTIES** continued
| PRINCIPAL RISKS FACING THE GROUP | DESCRIPTION OF RISK AND HOW IT MIGHT AFFECT THE GROUP'S PROSPECTS | HOW THE RISK IS MANAGED | DEVELOPMENT IN 2025 |
| --- | --- | --- | --- |
| OPERATIONAL RISKS | | | |
| 8. Cyber security failureRevenue and profits are reduced as the Group is unable to operate and serve its customers' needs due to being impacted by a cyber attackRisk owner:CIOChange to risk level:→Included in viability statement:Yes | The frequency, sophistication and impact of cyber attacks on businesses are rising at the same time as Bunzl is increasing its connectivity with third parties and its digital footprint through acquisition and investment in e-commerce platforms, AI initiatives, and efficiency enhancing IT systemsWeak defences, both now and in the future, through a failure to keep up with increasing cyber risks and insufficient IT disaster recovery planning and testing, could increase the likelihood and severity of a cyber attack leading to business disruption, data loss, reputational damage and loss of customers and/or a fine under applicable data protection legislation. | Concurrent with the Group's IT investments, the Group is continuing to improve information security policies and controls to improve its ability to govern, monitor, prevent, detect and respond to cyber threatsThere is a global Information Security Programme which applies a risk-based framework and enhanced controls tailored to each businessThere is a central team for strategy and governance, supported by embedded Information Security professionals across business areas aligned to the Bunzl operating modelCyber security awareness campaigns have been deployed across all regions to enhance the knowledge of Bunzl personnel and their resilience to phishing attacksIT disaster recovery and incident management plans, which would be implemented in the event of any such failure, are in place and periodically tested. | The Group continued to improve cyber security and data privacy governance, architecture, and controls along with increasing awareness of both cyber security and data privacy across the GroupWe continue to invest in modern cyber security technologies that address current and emerging threats while improving operational processes and proceduresThe Group focused on improving cyber security controls, acquisition due diligence, and enhancing the security posture of recently acquired companies. |
| 9. Major change programme executionRevenue and profits are reduced due to unsuccessful execution of a major change programmeRisk owner:CEO and business area headsChange to risk level:New riskIncluded in viability statement:Yes | If a major change programme is not delivered in line with expectations, a business unit or group of business units may suffer service interruptions cost overruns, or efficiency losses. This can adversely affect customer and supplier confidence and Group profitability, especially if the issue occurs in a material business.Bunzl has a limited number of individual businesses that are material at the Group level. | All major change initiatives are regularly reviewed by the business area heads in conjunction with the Group CEOSteering committees are established to monitor progress of major change programmesBusiness area reviews, including people with relevant experience from across the Group, provide the first line of defence. | During 2025, this risk was elevated and added as a new principal risk, reflecting the issues associated with the change programme in the Group's largest business in North America, which primarily services foodservice and grocery customers.In the Group's largest business in North America, a series of actions were taken to improve performance (e.g., leadership changes to focus on commercial agility and operational excellence, empowering the local management and delivering margin benefits through further own brand launches, in addition to accelerating cost saving initiatives). |
Operating model improvements
---
**Bunzl plc** Annual Report 2025 **Strategic Report** Directors’ Report Financial Statements **72 72** Additional Information
## PRINCIPAL RISKS AND UNCERTAINTIES continued
|PRINCIPAL RISKS FACING THE GROUP FINANCIAL RISKS|DESCRIPTION OF RISK AND HOW IT MIGHT AFFECT THE GROUP’S PROSPECTS|HOW THE RISK IS MANAGED|DEVELOPMENTS IN 2025|
|---|---|---|---|
|10. Availability of funding Insufficient liquidity in financial markets leading to insolvency Risk owner: CFO Change to risk level: Included in viability statement: Yes|• Insufficient liquidity in financial markets could lead to banks and institutions being unwilling to lend to the Group, resulting in the Group being unable to obtain necessary funds when required to repay maturing borrowings, thereby reducing the cash available to meet its trading obligations, make acquisitions and pay dividends.|• The Group arranges a mixture of borrowings from different sources. • The Group continually monitors net debt and forecast cash flows to ensure that it will be able to meet its financial obligations as they fall due and that sufficient facilities are in place to meet the Group’s requirements in the short, medium and long term.|• During 2025, the Group refinanced c.£930 million of bilateral revolving credit facilities with £1,250 million of new revolving credit facilities maturing in 2030 (comprising a £950 million syndicated facility and £300 million of bilateral facilities). The Group also launched a US commercial paper programme alongside its existing euro-commercial paper programme which diversifies short term funding sources. • The Group refinanced c.£470 million of maturing long term debt with two £250 million Eurobonds in the capital markets, with maturities in 2031 and 2036.|
|11. Climate change Change in temperature and climate conditions that causes business disruption and economic loss for the Group Risk owner: CEO and business area heads Change to risk level: Included in viability statement: Yes|• Certain markets and regions are affected by extreme weather (e.g. suppliers and customers in areas impacted by wildfires and flooding) which could impact our commercial strategy. • Failing to align with our customers’ sustainability ambitions could lead to reputational damage and loss of sales. • The Group may face increased indirect costs from carbon intensive products where carbon prices increase and no suitable substitute materials exist.|• Bunzl’s supply chain flexibility and lack of fixed manufacturing assets provide operational resilience to the physical impacts of climate change. Our established business continuity planning has helped to ensure continued service to customers in case of weather-related disruptions, such as hurricanes in North America and the wildfires in Australia. • Setting emissions reduction targets and tracking progress through our Climate Change Committee to decarbonise our operations and those of the supply chain helps to ensure our activities meet or exceed customer expectations. • The ability to pass through any increased costs of products in our supply chain (for example, due to carbon pricing mechanisms) to our customers. • Bunzl assesses and monitors the impact of climate change on GDP at the global level, including the impact of carbon pricing on total supply chain carbon dioxide emissions, and the trajectory of the reduction of carbon emissions over time based on data from the Network for Greening the Financial System ‘NGFS’.|• In 2024, we undertook a comprehensive review and enhancement of our climate risk assessment, encompassing both our operations and supply chain. After a thorough analysis of climate models from the NGFS, IEA, and IPCC, we selected the NGFS model (Phase 4) for its versatility in evaluating both transition and physical risks. We adopted three distinct scenarios (Orderly (net zero by 2050), Disorderly (delayed transition), and Hot House World (current policies)) to represent a range of potential climate trajectories and their respective impacts on Bunzl. Additionally, we updated our financial impact assessment, which has led us to the conclusion that there was no material change to our risk level. • In 2025, we considered the output of the comprehensive exercise completed in the prior year and concluded that there was no change to our risk assessment, which is expressed as a percentage of PBITA and is therefore not impacted by changes in absolute PBITA forecasts.|
|Organic growth|Acquisition growth|Operating model improvements Sustainability||
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 73 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## VIABILITY STATEMENT
In particular:
• Bunzl has a geographically balanced and
diversified business portfolio operating in
33 countries;
## Assessment of the prospects of the Company and its viability statement In accordance with provision 31 of the Corporate
In accordance with provision 31 of the Corporate
Governance Code, the directors set out below
how they have assessed the prospects of the
Company, over what period the prospects have
been assessed and the Company’s formal
viability statement.
annually and reviewed by the Board. While the
inherent uncertainty involved, the period over
## The context for and period over which the prospects of the Company have been assessed
To consider the prospects of the Company and
determine an appropriate time frame for the
purpose of making a statement on the Company’s
longer term viability, the directors have taken into
account various factors including the nature of
the Company’s business, its business model and
strategy and the existing planning periods.
• the Company operates across six core,
fragmented market sectors, many of which are
growing and resilient to challenging economic
conditions; and
• the business model and strategy minimise the
In particular:
• the business model and strategy minimise the
volatility of the Company’s results, enabling
Bunzl to deliver consistently good results with
high returns on capital and cash conversion.
With regard to the time frame specifically, the
directors considered the above factors as well
as the Group’s strategic planning process.
Comprehensive budgets are prepared annually
by the business areas and approved by the Board. considerations through two severe but plausible
## How the prospects of the Company and its longer term viability have been assessed In making a viability statement, the directors
In making a viability statement, the directors
are required to consider the Company’s ability
to meet its liabilities as they fall due, taking into
account the Company’s current position and
principal risks. The Company has significant
financial resources including committed and
uncommitted banking facilities, US private
placement notes and senior bonds, further details
of which are set out in Note 18 to the consolidated
financial statements. As a result, the directors
believe that the Company is well placed to
manage its business risks successfully.
• the impact of the crystallisation of the principal
risks to the Group’s organic growth resulting in
a 15% reduction in adjusted operating profit
and a drop to 80% in the cash conversion;
• the impact of the crystallisation of the principal
• the impact of the crystallisation of the principal
risks to the Group’s organic growth as above,
together with the impact of the crystallisation
of the principal risks to the Group’s
acquisition growth (15% p.a. decline in the
post-acquisition PBITA performance of
acquisitions made in 2026, 2027 and 2028),
without mitigating actions.
In addition, the Group has carried out reverse
In all scenarios it has been assumed, based on
past experience and all current indicators, that
the Company will be able to refinance its banking
facilities and US private placement notes as and
when they mature. In the two severe but plausible
downside scenarios it was found that the Group
was resilient and in particular it remained in
compliance with the relevant financial covenants.
The conditions required to create the reverse
stress tests were so severe that they were
considered to be implausible.
The directors consider that the severe but
plausible downside scenarios based assessment
of the Company’s prospects, building on the
results of the robust assessment of the principal
risks to the business and the financial implications
of them materialising, confirms the resilience of
the Group to severe but plausible downside
scenarios and provides a reasonable basis on
which to conclude on its longer term viability.
In addition, the Group has carried out reverse
placement notes and senior bonds, further details stress tests against the base case financial
of which are set out in Note 18 to the consolidated projections to determine the conditions that
would result in a breach of financial covenants.
In order for a breach of covenants to occur during
the three year assessment period the Group
would need to experience a reduction in EBITDA
of over 40% compared to the base case or an
increase in net debt of over 195%.
## Confirmation of longer term viability
---
## CHAIRMAN’S INTRODUCTION
**Peter Ventress,** Chairman
[Image: X264]
delivering long term sustainable value for the
# “ The Board considers effective governance to be fundamental to disciplined decision making and to the long term resilience of the Group.”
## Introduction from Peter Ventress, Chairman of the Board
The Board considers effective governance to be
fundamental to disciplined decision making and
to the long term resilience of the Group.
Recognising the challenges experienced during
the year, the Board gave significant attention in
America, and their implications for the Company
increasing to 56% following Lloyd’s departure.
This milestone reflects our ongoing commitment
to diversity and inclusion. Following a planned
handover, Julia succeeded Lloyd as Chair of the
Audit Committee, bringing extensive financial
and regulatory expertise to the role. Additional
information on the diversity of the Board and
Julia’s and Daniela’s inductions can be found
in the Nomination Committee report.
Code, maintaining a robust and transparent
Governance and leadership continuity were
further strengthened during the year through
my re-appointment for a third three year term
and Pam Kirby’s for a second three year term.
In fulfilling its stewardship responsibilities, the
Board also spent considerable time on capital
allocation, risk management, reporting and
disclosure, funding resilience, and leadership
continuity, particularly in the context of ongoing
macroeconomic uncertainty. In addition, the
Board actively prepared for the implementation
of Provision 29 of the 2024 Code, ensuring the
Company is well positioned to meet its enhanced
requirements. Further details on this work are set
out in the Audit Committee report on page 103.
At the Company’s Annual General Meeting (‘AGM’)
The Board remains committed to continuous
improvement in its effectiveness. In 2025, a
performance review of the Board and its
Committees was undertaken, with assistance
from an independent external service provider,
Lintstock. The review concluded that the Board
and its Committees continue to operate
effectively and identified several priorities for
the year ahead, including talent and succession
planning, supporting organic growth and
rebuilding investor confidence. Further detail on
the performance review can be found on page 89.
Engagement with stakeholders remains integral
understanding the root causes and overseeing
the decisive actions taken by management to
address the issues and reduce the risk of
recurrence. The Board will continue to monitor
Engagement with stakeholders remains integral
to the Board’s governance approach. During the
year, the directors and management engaged
directly with stakeholders through one-to-one
meetings, supplier roadshows, employee listening
sessions and reverse mentoring, ensuring a broad
range of perspectives continues to inform Board
decision making.
The Board remains committed to the highest
The Board remains committed to the highest
standards of corporate governance and
stewardship, and I look forward to welcoming
shareholders to the Company’s AGM in 2026.
## Peter Ventress
## Chairman
on 23 April 2025, Lloyd Pitchford retired as a
for his wise counsel and independent advice. The
appointments of Daniela Barone Soares and Julia
---
• Pursuant to DTR 7.2.6, information required to
be disclosed on the structure of the Company’s
securities can be found on page 169.
• Information on our Board and Committee
Other statutory information
## CORPORATE GOVERNANCE STATEMENT
• Information on our Board and Committee
Diversity Policy, required to be disclosed
pursuant to DTR 7.2.8A, can be found on page
94 and the Policy itself can be found on the
Company’s website, www.bunzl.com.
This Corporate Governance Statement, as
required by the UK Financial Conduct Authority’s
Disclosure Guidance and Transparency Rule
(‘DTR’) 7.2, together with the rest of the Corporate
governance report and the Committee reports,
forms part of the Directors’ report and has been
prepared in accordance with the principles of the
2024 Code. A copy of the Code can be found on
the FRC’s website, www.frc.org.uk.
• For the year ended 31 December 2025, the
Company has complied in full with the
requirements of the Code.
| BOARD LEADERSHIP AND COMPANY PURPOSE | Relevant section of the Annual Report | Page(s) |
| --- | --- | --- |
| A. Effective Board | Biographies of the Board of directors | 76 and 77 |
| B. Purpose, values and strategy | Our purpose, values and strategy | 16 to 20 |
| Culture | How the Board monitors culture | 79 |
| C. Board decisions and outcomes | Risk management and internal controls | 90 and 9197 to 106 |
| D. Effective engagement with stakeholders | Section 172(1) statement | 60 to 63 |
| E. Workforce policies consistent with Company valuesEngagement with shareholders | Section 172(1) statement | 60 to 63 |
| | Employee engagement statement | 82 |
| DIVISION OF RESPONSIBILITIES | Relevant section of the Annual Report | Page(s) |
| --- | --- | --- |
| F. Role of the Chair | Board roles and responsibilities | 87 |
| G. Board independence | Nomination Committee report | 92 to 96 |
| H. Board attendance and time commitments | Board attendance table | 88 |
| I. Board policies | Governance framework | 86 |
| COMPOSITION,SUCCESSION AND EVALUATION | Relevant section of the Annual Report | Page(s) |
| --- | --- | --- |
| J. Appointment procedure | Nomination Committee report | 95 |
| Succession plans | Nomination Committee report | 94 |
| K. Composition of the Board and its Committees | Biographies of the Board of directors | 76和77 |
| Tenure of directors | Board tenure chart | 94 |
| L. Evaluation | Board evaluation and priorities identified | 89 |
| AUDIT, RISK AND INTERNAL CONTROLS | Relevant section of the Annual Report | Page(s) |
| --- | --- | --- |
| M. Audit Committee role | Audit Committee report | 99 |
| External audit | Audit Committee report | 104 to 106 |
| N. Fair, balanced, understandable report | Fair, balanced and understandable statement | 91 |
| O. Internal controls framework | Audit Committee report | 102 |
| Principal and emerging risks | Principal risks and uncertainties | 64 to 72 |
## REMUNERATION
| P. Remuneration policy and practices | Remuneration Committee report | 110 to 132 |
| --- | --- | --- |
| Q. Development of executive remuneration policy | Remuneration Committee report | 110 to 132 |
| R. Independent judgement and discretion | Remuneration Committee report | 110 to 132 |
---
## Directors’ Report
# BOARD LEADERSHIP AND COMPANY PURPOSE BOARD OF DIRECTORS
## 1. Peter Ventress Chairman
Appointment: Chairman of the Board since April
2020, having been appointed Chairman designate in
June 2019. Chair of the Nomination Committee and
Board Sustainability Committee.
## THE RIGHT BALANCE OF
## SKILLS AND EXPERIENCE
## Our experienced Board is
## example to demonstrate
## values and culture.
Experience: Peter was formerly Chairman of Galliford
Try Holdings plc and a non-executive director of
Premier Farnell plc, Staples Solutions NV and Softcat
plc. He was Chief Executive Officer of Berendsen plc
from 2010 to 2016, prior to which he held several
senior executive roles, including International
President of Staples Inc and Chief Executive Officer
of Corporate Express NV, a Dutch quoted company
which was subsequently acquired by Staples. Peter
is currently Chairman of Howden Joinery Group plc.
## Board was made up of nine
## directors comprising a
## Chairman, a Chief Executive
Skills and contribution to the Board: Peter has a
strong track record as both an executive and
non-executive director of numerous international
distribution businesses, bringing valuable knowledge
and experience to the Board. His leadership ability,
gained through previous experience as the
Chairman of other similarly complex businesses,
cultivates a culture of constructive debate and
challenge on the Board.
## directors, including a Senior
**Committees:**
## 3. Richard Howes Chief Financial Officer Appointment: Chief Financial Officer and a
Experience: Richard qualified as a Chartered
Accountant with Ernst & Young before moving to the
investment bank Dresdner Kleinwort Benson. During
his career he has held several senior positions at
Geest plc and Bakkavor Group plc, including that of
Chief Financial Officer of Bakkavor Group. He was
Chief Financial Officer of Coats Group plc between
2012 and 2016 and prior to joining Bunzl was Chief
Financial Officer of Inchcape plc. He is currently a
non-executive director of Smiths Group plc and
chairs their Audit & Risk Committee.
significant knowledge and expertise in global
several sectors, having led finance functions at
worked for multi-site businesses with substantial
global footprints. He brings broad financial expertise
and commercial skills which are invaluable to his role
Appointment: Chief Financial Officer and a
member of the Board since January 2020, having
been appointed Chief Financial Officer designate
in September 2019.
**Committees:** None
## 2. Frank Van Zanten Chief Executive Officer Appointment: Chief Executive Officer since April
Appointment: Chief Executive Officer since April
2016, having been appointed as an executive director
in February 2016.
Experience: Frank joined Bunzl in 1994, when
Bunzl acquired his family owned business in the
Netherlands and he subsequently assumed
responsibility for several businesses in other
countries. In 2002, he became Chief Executive
Officer of Pont Meyer NV, a listed company in the
Netherlands, before rejoining Bunzl in 2005 as the
Managing Director of the Continental Europe
business area. He is a member of the Supervisory
Board of Koninklijke Ahold Delhaize N.V.
Skills and contribution to the Board: Frank has
extensive knowledge and experience of our business,
acquired over years of dedicated commitment to the
Company. He has an outstanding track record of
implementing the Company’s purpose-led strategy,
fostering growth by developing and expanding the
Group both organically and through acquisitions.
**Committees:** None
Experience: Pam was formerly Chief Executive
Officer of Quintiles Transnational Corporation,
having previously held senior executive positions at
AstraZeneca PLC and F. Hoffmann-La Roche Ltd. She
was also previously a non-executive director of DCC
plc, Hikma Pharmaceuticals PLC and Reckitt
Benckiser Group PLC, and has held positions as
Senior Independent Director of Victrex and as a
member of the Supervisory Board of AkzoNobel N.V.
## 4. Pam Kirby Senior Independent Director Appointment: Senior Independent Director since
Appointment: Senior Independent Director since
April 2024, having been appointed as a non-executive
director in August 2022.
---
## Directors’ Report
# BOARD LEADERSHIP AND COMPANY PURPOSE continued BOARD OF DIRECTORS continued
7. Julia Wilson
## 5. Vin Murria OBE Non-executive director
## Non-executive director
Experience: Formerly Chief Executive Officer
of Computer Software Group plc from 2002 until
2007, Vin subsequently founded and was Chief
Executive Officer of Advanced Computer Software
Group plc from 2008 until 2015. She was
appointed OBE in 2018 for services to the digital
economy and is Chair of AdvancedAdvT Limited.
roles at Cable & Wireless, latterly as Group
Skills and contribution to the Board: Vin has
over 25 years of experience working in the digital
and technology sectors, which is valuable given
the Company is continually expanding and
developing its digital and technological
capabilities. Vin’s background of developing
highly successful growth strategies is especially
pertinent to the Board.
## Committees:
## Non-executive director
**Committees:**
Experience: After holding several positions
with Sonepar and Royal Dutch Shell, Stephan
subsequently became Managing Director,
Distribution Europe of CRH plc in 1999. He then
joined the Board of SHV Holdings NV in 2007,
where he was initially responsible for the Makro
and Dyas businesses, before becoming Chief
Executive in 2014, a position he held until 2016.
He is a member of the Supervisory Boards of
CM.com and Cabka N.V. and a non-executive
director of IMCD N.V.
## 8. Stephan Nanninga
## Non-executive director
## 6. Daniela Barone Soares OBE Non-executive director Appointment: Non-executive director since
Appointment: Non-executive director since
December 2024.
Experience: Daniela was formerly Chief Executive
Experience: Daniela was formerly Chief Executive
Officer of Snowball Impact Management Limited
and prior to this was Chief Executive Officer of
Granito Group from 2017 to 2019. She was Chief
Executive Officer at Impetus from 2006 to 2015,
and Executive Chair of Gove Digital between 2016
and 2020. She has served on various commercial,
non-profit and advisory boards during her career,
including InterContinental Hotels Group PLC,
Halma plc, Evora S.A. and the UK National Advisory
Board to the G8 Social Impact Investment
Taskforce. She is presently a non-executive
director of Tribe Impact Capital LLP.
Skills and contribution to the Board: Daniela
brings deep and wide-ranging ESG related
experience, which is an area of great strategic
importance for Bunzl, and the Board benefits
greatly from her extensive knowledge of how
technology drives change. She is a leading global
executive, with broad experience across key
international geographies in which Bunzl
operates, which further strengthens the Board’s
geographical expertise.
**Committees:**
## Committees: 8. Stephan Nanninga 9. Jacky Simmonds
## 9. Jacky Simmonds
## Non-executive director
Appointment: Non-executive director since
March 2023 and Chair of the Remuneration
Committee.
Experience: Jacky was formerly Chief People
Appointment: Non-executive director since
December 2024 and Chair of the Audit
Committee.
Skills and contribution to the Board: Julia’s
significant board and executive-level strategic
and financial leadership experience are key
capabilities for the Board as the Company
continues to grow and develop. Her wealth
of finance and UK regulatory expertise make
her particularly well suited to the role of
Audit Committee Chair, and the Board and
Committees benefit greatly from her deep
technical knowledge.
Committee.
Experience: Jacky was formerly Chief People
Officer at VEON Ltd (a Nasdaq listed digital
services company), prior to which she held a
number of senior positions, including Group
Director of People at easyJet plc and Chief Human
Resources Officer of TUI Group, where she sat
on the Supervisory Board of TUI Deutschland,
GmbH. She was also a non-executive director
of Ferguson plc from 2014 until 2022 and is
presently Chief People Officer of Experian plc.
including employee engagement,
Committee membership which informs his contributions to the Board and succession planning, employee relations and
## Committee membership
---
## CORPORATE GOVERNANCE REPORT
## Matters reserved for the Board
The topics outlined below include some of the
matters which are required to be brought to the
Board for consideration:
## Shareholders • Matters requiring shareholder approval
– Modern Slavery Statement;
– Inclusion and Belonging Policy; and
Shareholders
• Matters requiring shareholder approval
• Circulars and significant shareholder
• Circulars and significant shareholder
communications
## Capital allocation and structure • Significant capital expenditure/disposals
• Significant business acquisitions/disposals
• Material changes to the Group’s capital
• Material changes to the Group’s capital
structure
## development team
• Major property leases
• Material increases in borrowing and loan
• Material increases in borrowing and loan
facilities
– Tax Strategy;
– Treasury Policy;
– Treasury Policy;
– Modern Slavery Statement;
– Inclusion and Belonging Policy; and
– Risk Appetite.
## People and leadership • Appointment/removal of directors and
• Financial results and announcements relating
thereto
## Strategy and management
## • The Group’s strategic aims and objectives
**People and leadership**
• Appointment/removal of directors and
Company Secretary
• Non-executive directors’ remuneration
• Non-executive directors’ remuneration
• Executive directors’ remuneration
• Annual budget and strategic plan
## sourcing and corporate Financial reporting, risk and controls
• Auditor appointment/removal
• Executive directors’ remuneration
• Board Committee constitution and terms
## Local management
• Risk management and internal controls
• Final and interim dividends
## KNOWLEDGE SHARING, UPSKILLING AND CONTINUAL DEVELOPMENT
The Board understands the importance of knowledge sharing, upskilling and continual
development; therefore, senior management, members of different corporate functions
and external parties are frequently invited to attend meetings to present to the Board
on their respective areas of expertise, aiding better decision making.
**Legal function and**
**Company Secretariat**
Legal, regulatory,
governance, shareholder
engagement and share
plans
**External advisers**
Legal, compliance,
remuneration,
shareholder
engagement, investor
relations, internal
controls and IT security
## Policies and statements
**Tax, treasury and**
**finance functions**
Tax, treasury and
finance
**Investor relations and**
**communications team**
Investor relations,
stakeholder
engagement and
external/internal
communications
**IT and information**
**security function**
Information/cyber
security, internal
controls and digital
strategy
**Internal audit**
**function, external**
**auditors, and Internal**
**Controls team**
Audit, assurance, risk
management and
controls
## THE BOARD
**Sustainability team**
Environmental, social
and governance,
regulatory knowledge,
supply chains, product
sourcing and corporate
responsibility
---
## CORPORATE GOVERNANCE REPORT continued
## Purpose, values and culture
Bunzl’s purpose is to deliver essential business
solutions around the world and create long term
sustainable value for the benefit of all
stakeholders. It is the responsibility of the Board
to set the purpose, values and strategy of the
Company and ensure that these align with the
desired culture.
In order to achieve the Company’s purpose, the
Board recognises the importance of a healthy
corporate culture where employees can reach
their full potential and everyone is working
towards a common goal. Bunzl has a unique and
valued entrepreneurial culture which is critical to
delivering the Company’s strategy and is enabled
by its decentralised structure and a focus on
developing local talent. The Board ensures that
the culture of Bunzl is well communicated and
embedded throughout the organisation,
consistently measured and sustained.
Our championed values are at the centre of our
corporate culture and underly the way we
conduct our business. Bunzl’s strong culture is
a key source of competitive advantage and helps
the Group to attract and retain the best talent.
## THE COMPANY’S VALUES ARE AT THE CENTRE OF OUR CULTURE …
## RESPONSIVENESS
## RELIABILITY IN ACTION
Bunzl’s network, digital
capabilities, and sustainable
products, enable us to become a
reliable partner to our customers,
driving long term customer
relationships.
Read about supporting customers
with sustainability commitments
on page 61.
## HUMILITY IN ACTION
Bunzl’s corporate charity
programme supports educational
programmes and environmental
reliable partner to our customers, projects related to recycling, litter
prevention, clean-up and waste
management infrastructure.
Read about supporting customers Read about our charitable
## TRANSPARENCY IN ACTION
Read about our assurance
framework on page 90.
Bunzl’s own and exclusive brand
offering, expertise, and close
customer relationships allow the
Company to respond to specific
customer needs.
Read about our relationship with
Wegmans on page 17.
# … WHICH GUIDE AND INFORM DECISION MAKING FOR OUR BOARD AND BOARD COMMITTEES
## NOMINATION
## COMMITTEE
Actively manages the composition
of the Board and the pipeline of
diverse talent, embracing a
representative Board and inclusive
culture for all employees to thrive.
See pages 92 to 96.
See pages 92 to 96.
Ensures the integrity and
transparency of the Group’s
financial and narrative reporting
and promotes the transparent
risk-focused culture within which
the Company operates.
See pages 97 to 106.
See pages 97 to 106.
## BOARD SUSTAINABILITY COMMITTEE
Provides recommendations to the
Board on the Group’s
sustainability strategy, endorsing a
culture of continuous
improvement.
See pages 107 to 109.
See pages 107 to 109.
Monitors executive remuneration,
the gender pay gap and CEO pay
ratio, to ensure that remuneration
aligns with Bunzl’s values and
culture and encourages the
Company’s desired behaviours.
---
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| --- | --- | --- | --- | --- | --- | --- |
## CORPORATE GOVERNANCE REPORT continued
**Assessing, monitoring and embedding culture**
| The ROLE OF THE BOARD | HOW | MECHANISMS |
| --- | --- | --- |
| The Board maintains a strong interest in how employees experience Bunzl's culture, seeking assurance that values are embedded and demonstrated across the Group | By engaging directly with employees and observing culture in practice | Site visitsNon-executive director listening groupsEmployee forumsRegular Board reporting on people mattersObjective setting oversightChampioning equity participation:the Board supports schemes that give employees a stake in the business, reinforcing empowerment and entrepreneurial spiritAcquisition strategy oversight:Directors ensure that retaining former business owners sustains Bunzl's entrepreneurial culture across new acquisitionsCelebrating success:the Board endorses initiatives like the Group employee magazine, which highlights mentoring and teamwork stories, embedding values through recognition |
| The Board oversees mechanisms that embed culture consistently | By ensuring initiatives and structures reinforce Bunzl's entrepreneurial and people-focused values | Conferences and learning sessionsQuarterly Group employee magazine(sharing success stories, mentoring)Objective setting and development plansGroup policies guiding behaviourEmployee equity participation schemesAcquisition strategy fostering entrepreneurial mindset |
| The Board reviews defined metrics to assess the strength and sustainability of Bunzl's culture | By monitoring quantitative indicators of employee experience and behaviour | Employee voluntary turnover rate:13.9%Trust index score(Great Place to Work survey):71%Non-executive director engagement meetings held:5Material breaches of the Code of Conduct:0Average safety incidents per month per 100,000 employees:93 |
| The Board maintains direct oversight of culture through structured engagement and reporting | By keeping culture on the Board agenda and ensuring accountability through regular monitoring | Diversity,equity and inclusion activitiesHealth & safety dataEmployee forumsDialogue with executives and senior managementEmployee survey resultsRegular Board reporting on people mattersNon-executive director listening groupsSite visits |
---
## Directors’ Report
## CORPORATE GOVERNANCE REPORT continued
## BOARD SITE VISITS
## June 2025 Irudek tour
## • Site visit to one of the local businesses
• Site visit to one of the local businesses
• Presentation from local business leaders
• Meeting with local leadership and local management teams
## OUTCOME October 2025 Nisbets tour
• Site visit to the Nisbets National Catering Equipment Centre
## October 2025 Nisbets tour • Site visit to the Nisbets National Catering Equipment Centre
• Presentation from the Nisbets Senior Leadership Team
• Meeting with local leadership and management teams
Some of the themes covered during the site visits include capital
allocation, business performance, talent development and
succession, sustainability as a competitive advantage, digital
acceleration and technology/AI as an enabler, portfolio
management, operating model improvements, organic growth,
and own brands.
## Non-executive director listening sessions
## Themes covered: Some of the themes covered during the site visits include capital
## SHAREHOLDER ENGAGEMENT
## Themes covered:
## • Company acquisition strategy and pipeline
• Shareholder insights also supported the Board’s continuing
review of strategic priorities.
• The Board’s review of the Company’s external
• Company acquisition strategy and pipeline
• Capital allocation
## Outcomes: • The Board considered shareholder feedback in refining their
• The Board’s review of the Company’s external
communications and messaging was also informed by
shareholder feedback.
• Talent management and succession planning for executive
directors and key leadership roles
• Performance in the North America Distribution business
## CEO listening sessions
In 2025, the Chief Executive Officer, alongside the Director of Group HR, held a fifth annual listening session with female employees,
and employees from ethnically diverse backgrounds across the Group. These listening sessions have been a valuable engagement
mechanism, facilitating the provision of feedback from employees of diverse backgrounds direct to Board level. Further information
can be found in the Section 172(1) statement on page 62.
| THEMES COVERED | OUTCOME |
| --- | --- |
| Role models and inclusive leadership | Continued need for visible senior role models, including women and leaders from diverse backgroundsGreater visibility of real career stories across a wider range of platforms |
| Frontline and early-stage leadership development | Focus on frontline managers as a critical population for developmentImportance of foundational training to build confidence and support progression into early leadership roles |
| Progress, communication and development support | Clear sense of progress against inclusion ambitions, including improvement in gender representationOngoing need for consistent updates on initiatives, alongside continued support through mentoring and leadership programmes |
To gain insight into the 2025 employee experience, all of our non-executive directors participated in listening sessions, speaking
directly with employees from the Asia Pacific, Continental Europe, Latin America, North America and UK business areas. The
matters raised by employees are fed back to the Board and the Board uses this feedback to inform its decisions.
| THEMES COVERED | OUTCOME |
| --- | --- |
| Training, systems and tools to support performance | ·Need to broaden access to training, including for non-customer facing roles
·Opportunities to streamline systems and processes to improve consistency and efficiency |
| Communication, collaboration and knowledge sharing | ·Desire for even greater consistency in communication across businesses
·Interest in more structured sharing of best practice and learnings across regions |
| Culture, engagement and consistency of experience | ·Strong sense of pride in Bunzl's culture and values
·Opportunities to increase consistency of employee experience, including onboarding for newly acquired companies and continued promotion of 'Speak Up' |
---
## CORPORATE GOVERNANCE REPORT continued
# Engagement statements
## EMPLOYEE ENGAGEMENT
Insights from the CEO and non-executive director listening
sessions have been shared with management and are being
incorporated into Group and local HR action plans. This
feedback helps ensure that people and culture initiatives
remain focused on the areas employees identify as most
important and continue to enhance the overall employee
experience. As a global, decentralised business operating
across diverse markets, our workforce spans a wide range of
roles and perspectives. Effective engagement must therefore
reflect the nature of our business, the Company’s culture,
and the needs of our people.
This holistic approach enables the Board to listen to,
## ENGAGEMENT WITH CUSTOMERS, SUPPLIERS AND OTHER STAKEHOLDERS
**FOR MORE**
**INFORMATION**
**ON STAKEHOLDER**
[Image: X290] [Image: X288]
**ENGAGEMENT, SEE THE**
**SECTION 172(1) STATEMENT**
**Read more on page 60**
Understanding the views of the Company’s stakeholders
is a key priority for the Board and Bunzl as a whole. It helps
to focus the Company’s resources, engagement and
reporting activities by addressing those issues that matter
most to the Group’s businesses and to the Company’s wider
stakeholders. Fostering strong business relationships is
an intrinsic part of the Company’s long established and
successful compounding strategy and a key consideration
in all decision making. More information about Bunzl’s
engagement with its suppliers, customers and wider
stakeholder groups can be found on pages 61 to 63 and
in the Sustainability report on pages 42 to 57.
[Image: X288]
## INFORMATION EMPLOYEE ENGAGEMENT
## SHAREHOLDER ENGAGEMENT
The Board is committed to maintaining strong and open
communication with the Company’s shareholders.
Committee Chairs seek engagement with major shareholders
on matters relevant to their areas of responsibility, and major
shareholders are also routinely invited to meet with the
Chairman, the Chair of the Audit Committee and the
Company Secretary to discuss governance matters at Bunzl.
Some of the topics that were discussed during the Company’s
recent shareholder engagement are outlined on page 81. The
Board looks forward to continuing its engagement activity in
the coming year.
[Image: X289]
to performance‑ linked participation, are regularly reviewed
---
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| --- | --- | --- | --- | --- | --- | --- | --- |
The Board meets formally at least seven times
a year, with two sessions held at or near Group
locations worldwide to stay close to operations.
Each meeting reviews Bunzl’s operational and
financial performance, with the CEO and CFO
presenting, and business area heads invited
to share insights on key topics.
to support informed decisions.
## CORPORATE GOVERNANCE REPORT continued
## Board activity at a glance
The Board values direct engagement with
management, recognising the importance of
expertise, knowledge-sharing, and performance
updates. The Director of Corporate Development
regularly briefs the Board on potential
acquisitions, while management provides ongoing
updates on risk, health & safety, digital strategy,
information security, sustainability, governance,
and people matters.
The Company Secretary ensures compliance
with procedures and keeps the Board abreast
of legislative, regulatory, and governance
developments, while directors retain the right
to seek independent professional advice at the
Company’s expense to discharge their
responsibilities effectively.
| CORE AREA | THEME | BOARD MATTERS DISCUSSED | STAKEHOLDERS AFFECTED | LINK TO STRATEGY |
| --- | --- | --- | --- | --- |
| Strategy | Corporate strategy&long term direction | Strategic portfolio development continued with approvals for several acquisitions, including Hospitalia in Chile and Damito in Slovakia, enhancing the Group's customer proposition and supporting continued geographic expansion. | Shareholders(value creation,portfolio mix)
Customers(broader offering,geographic coverage)
Employees(growth opportunities,capability building)
Suppliers(expanded distribution channels)
Local communities/regulators(new market entry) | Supports Bunzl's strategy of compounding growth through disciplined acquisitions
Enhances geographic diversification and sector resilience
Strengthens long term positioning in markets with attractive structural drivers |
| Finance | Capital allocation&structure | The Board focused on disciplined capital allocation in line with the Company's capital allocation policy,pausing the 2025 share buyback in April following the Company's releveraging to maintain flexibility and reflect the Company's preference for investment in value-accretive acquisitions.The Board later approved completion of the remaining buyback in August. | Shareholders(returns,TSR profile)
Creditors/lenders(leverage discipline)
Employees(job security linked to financial resilience) | Reinforces disciplined capital deployment consistent with Bunzl's balanced capital allocation framework
Ensures financial capacity to pursue bolt-on acquisitions.
Protects resilience during macro uncertainty |
| Finance | Financial reporting&disclosure | Key governance priorities included approval of statutory reports(2024 Annual Report,2025 Half Year Report),trading statements,2025 AGM circular and establishment of a Disclosure Committee to further strengthen oversight of market disclosures and regulatory compliance. | Shareholders&investors(transparency,confidence in governance)
Regulators(compliance)
Analysts/credit rating agencies
Employees(clarity and alignment around performance) | Strengthens Bunzl's commitment to high quality reporting and market integrity
Enhances governance oversight of statutory reporting and market communications |
---
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| --- | --- | --- | --- | --- | --- | --- | --- |
## CORPORATE GOVERNANCE REPORT continued
| CORE AREA | THEME | BOARD MATTERS DISCUSSED | STAKEHOLDERS AFFECTED | LINK TO STRATEGY |
| --- | --- | --- | --- | --- |
| Finance(continued) | Risk management&controls | The Board reinforced its governance framework by approving the updated Group Fraud Policy,the Group Tax Risk Management Policy,the updated Group Diversity Policy which is now titled the Inclusion and Belonging Policy,the Modern Slavery Statement,a revised Risk Management Policy,and a new Material Controls Policy.At half year,the Board also approved the Group risk assessment and added an additional principal risk‘Major Change Programme Execution’. | Employees(culture,inclusion,conduct expectations)
Suppliers(modern slavery compliance requirements)
Regulators(governance standards)
Shareholders(risk mitigation,value protection)
Customers(assurance on ethical and operational integrity) | Reinforces Bunzl’s strategic emphasis on resilience,integrity and robust controls
Supports effective oversight of change management in large operational and transformational programmes
Aligns culture initiatives with long term sustainable performance |
| Finance(continued) | Treasury&funding | Significant treasury actions were authorised,including Euro Medium Term Note programme issuance authority,backstop credit facility,syndicated facility refinancing,and establishment of a US commercial paper program,ensuring robust liquidity and funding flexibility. | Shareholders(cost of capital,financial flexibility)
Lenders/creditors(liquidity profile)
Rating agencies
Employeees(security associated with financial strength) | Ensures diverse,flexible funding sources to support Bunzl’s acquisition strategy
Maintains strong liquidity and balance sheet resilience to underpin long term growth |
| Finance(continued) | Dividends | Dividend policy continued to be progressive,with the Board agreeing to increase the 2024 final dividend and authorising the 2025 interim dividend,reflecting confidence in cash generation and long term shareholder returns. | Shareholders(return on investment,income)
Analysts/investor community(signal of performance confidence) | Reflects Bunzl’s longstanding progressive dividend policy
Demonstrates confidence in cash generation and business model resilience |
| Governance | Governance of people&leadership | Governance and leadership continuity were prioritised through the re-appointment of Peter Ventress (Chairman) for a third three year term and Pam Kirby(SID) for a second three year term,and the appointment of Laura Brinkworth-Bell as Group Company Secretary.Directors'conflicts were reviewed and authorised,and updated NED base and Committee Chair fees were approved. | Employees&senior leaders(stability,leadership continuity)
Shareholders(confidence in governance)
Regulators(compliance with Code provisions)
The Board&Committees(effectiveness and capacity) | Supports Bunzl’s strategy by ensuring a strong,stable governance framework
Reinforces succession planning,leadership capability and oversight effectiveness
Aligns with the UK Corporate Governance Code's focus on leadership,Board composition and independence |
---
## CORPORATE GOVERNANCE REPORT continued
**MATTERS CONSIDERED BY THE BOARD IN 2025**
# MATTERS CONSIDERED BY THE BOARD IN 2025
## Q1
## January
• Strategic plan proposal
• Update on results of the 2024 Board
performance review
• Update on acquisitions and the acquisition
pipeline
• Results of the 2024 Great Place to Work
• Results of the 2024 Great Place to Work
survey
• Presentation on feedback from employee
listening groups
• Deep-dive on Finance succession planning
• Consideration of director conflicts of
• Deep-dive on Finance succession planning
• Group risk assessment
• Group risk assessment
## February
• Results for the year ended 31 December
2024
• Risk management, internal controls and
disclosure of information to auditors
• Re-appointment of auditors
• Re-appointment of auditors
• Update on acquisitions and the acquisition
• Update on investor engagement
• Fraud policy
• Final dividend for the year ended
31 December 2024
• Update on the supply chain audit
• Treasury update
• Update on health & safety incidents
• Update on the supply chain audit
## Q2
## April
• Q1 trading update
• Updates on business performance and the
evolution of the 2025 forecast
• Update on North America Distribution
• Results of Corporate Responsibility
self-assessment
• Updates on diversity policies, corporate
• Update from the Board Sustainability
Committee
• Updates on diversity policies, corporate
responsibility and the Modern Slavery
Statement
• Update from the Board Sustainability
• Pre-close trading statement
• Deep-dive review of Q1 performance
• Deep-dive review of Q1 performance
• Presentation on treasury policies and
## June • Pre-close trading statement
• Presentation on talent as a key enabler
• Update on whistleblowing reports
• Update on whistleblowing reports
## Q3
• Presentation on treasury policies and
funding proposals
• Update on acquisitions and the acquisition
• Review of acquisitions made in 2023
• Update from the Board Sustainability
• Update on acquisitions and the acquisition
pipeline
• Review of acquisitions made in 2023
• Site visits in Spain
• Update from the Board Sustainability
Committee
• Presentation on talent as a key enabler
## August • Results for the half year ended 30 June
• Results for the half year ended 30 June
2025
## Q4
• Q3 trading update
• Update from Investor Relations
• Capital allocation commitments, including
the share buyback programme
• Update on acquisitions and the acquisition
• Updated risk management policy and new
material controls policy
• Capital allocation commitments, including
• Update on acquisitions and the acquisition
pipeline
• Update on acquisitions and the acquisition
pipeline
• Update on health & safety incidents
• Defence update from external advisers
• Update on North America Distribution
• Update on North America Distribution
• Update from the Board Sustainability
• Update on the supply chain audit
• Appointment of new Group Company
• Update on health & safety incidents
• Appointment of new Group Company
Secretary
• Pre-close trading statement
• H1 2019 – H1 2025 performance overview
• 2026 budget
• Update on health & safety incidents
• Update on health & safety incidents
• Review of Treasury proposals
• Review of Treasury proposals
• Group tax strategy statement and update
• Group tax strategy statement and update
• Update on whistleblowing reports
• Update on whistleblowing reports
• Review of Committee terms of reference
and governance documents
---
## Directors’ Report
## CORPORATE GOVERNANCE REPORT continued
## GOVERNANCE FRAMEWORK
The Board views robust governance as fundamental to executing our strategy and securing the Group’s long term success. Effective strategic leadership depends on a framework built
on accountability, transparency, responsibility, and strong controls.
## This governance framework:
Provides a clear
framework for
decision making and
strategic delivery
Ensures
accountability and
oversight through
Board and
Committee
structures
Facilitates timely,
well‑ informed
decisions with
defined authority
levels
Uses robust
reporting
channels and
metrics to monitor
performance and
guide progress
## BOARD OF DIRECTORS:
## REMUNERATION
## BOARD SUSTAINABILITY
Oversees composition and succession
Determines director and senior
planning for the Board and senior
Gives directors
access to
independent advice
and sufficient
resources to
discharge duties
Maintains a formal
Schedule of Matters
Reserved and
Delegations of
Authority Policy
Confirms no
concerns raised by
directors on Board
operation or
Company
management
**Read more on page 92**
Oversees financial integrity, internal
controls, risk management, and auditor
relationships
## Read more on page 110
## Read more on page 107
**Read more on page 97**
**EXECUTIVE COMMITTEE:**
THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS, CARRYING OUT AND OVERSEEING
OPERATIONAL MANAGEMENT, AND IMPLEMENTING THE STRATEGIC OBJECTIVES SET BY THE BOARD
## EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS, CARRYING OUT AND OVERSEEING
The Responsibilities of the Board and the terms of reference for each Committee can be found on the Company’s website, www.bunzl.com
---
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| --- | --- | --- | --- | --- | --- | --- | --- |
## CORPORATE GOVERNANCE REPORT continued
## Board roles and responsibilities
The following table summarises the roles and responsibilities of the different members of the Board:
| NAME | ROLE | RESPONSIBILITIES |
| --- | --- | --- |
| Peter Ventress | Chairman | The primary job of the Chairman is to be responsible for the leadership of the Board and to ensure its effectiveness in all aspects of its role. There is clear division between the role of the Chairman and the Chief Executive Officer.The Chairman: takes overall responsibility for the composition and capability of the Board and its Committees; organises the annual evaluation of the Board, its Committees and each individual director; consults regularly with the Chief Executive Officer and is available on a flexible basis to provide advice, counsel and support to the Chief Executive Officer; andensures corporate governance is conducted in accordance with current best practice, as appropriate to the Group.The Chairman is also viewed by investors as the ultimate steward of the Group and the guardian of the interests of all the shareholders. |
| Frank van Zanten | Chief Executive Officer | The Chief Executive Officer is responsible for the leadership and the operational and performance management of the Company within the strategy agreed by the Board.The Chief Executive Officer: manages the Chief Financial Officer and the Group's management and day-to-day activities;prepares and presents the strategy for growth in shareholder value to the Board;sets the operating plans and budgets required to deliver the agreed strategy;ensures that the Group has appropriate risk management and control mechanisms in place;andcommunicates with the Company's shareholders on a day-to-day basis as necessary. |
| Richard Howes | Chief Financial Officer | The Chief Financial Officer supports the Chief Executive Officer and is responsible for managing the Group's funding strategy, financial reporting, non-financial reporting, risk management and internal controls, investor relations programme and the leadership of the Finance,Tax and Treasury functions.The Chief Financial Officer communicates with the Company's analysts on a day-to-day basis as necessary. |
| Pam Kirby | Senior Independent Director | The Senior Independent Director is available to shareholders if they have concerns, which contact through the normal channels of Chairman, Chief Executive Officer or Chief Financial Officer has failed to resolve or for which such contact is inappropriate.The Senior Independent Director is also available to the other directors should they have any concerns,which are not appropriate to raise with the Chairman or that have not been satisfactorily resolved by the Chairman. |
| Stephan NanningaVin Murria OBEJacky SimmondsDaniela Barone Soares OBEJulia Wilson | Independent non-executive directors | The non-executive directors play an important role in corporate governance and accountability,through both their attendance at Board meetings and their membership of the various Board Committees.The non-executive directors bring a broad range of business and financial expertise and experience to the Board,which complements and supplements the experience of the executive directors.This enables them to offer strategic guidance,evaluate information provided and constructively challenge management's viewpoints,assumptions and performance. |
---
## CORPORATE GOVERNANCE REPORT continued
## Board induction
## Board and Committee meeting attendance
The table below sets out directors’ attendance at the scheduled Board and Committee meetings held
during 2025.
Additional meetings of the Board were also held in April to discuss Q1 trading performance and the
evolution of the 2025 forecast.
| | Board(7) | Audit(4) | Nomination(5) | Remuneration(3) | BoardSustainability(3) |
| --- | --- | --- | --- | --- | --- |
| Peter Ventress | 7 | - | 5 | - | 3 |
| Frank van Zanten | 7 | - | - | - | - |
| Richard Howes | 7 | - | - | - | - |
| Pam Kirby | 7 | 4 | 5 | 3 | 3 |
| Lloyd Pitchford* | 3 | 1 | 3 | 1 | 1 |
| Stephan Nanninga | 7 | 4 | 5 | 3 | 3 |
| Vin Murria OBE | 7 | 4 | 5 | 3 | 3 |
| Jacky Simmonds | 7 | 4 | 5 | 3 | 3 |
| Julia Wilson | 7 | 4 | 5 | 3 | 3 |
| Daniela Barone Soares OBE | 7 | 4 | 5 | 3 | 3 |
* Lloyd Pitchford resigned as a director on 23 April 2025 and attended all Board and Committee meetings held between 1 January
2025 and that date.
## Training and development the Company and its stakeholders.
## Conflicts of interest
The Board is committed to ensuring that directors
avoid any situation where their interests conflict,
or may potentially conflict, with those of the
Company. In accordance with the Companies
Act 2006 and the Company’s Articles of
Association, the Board has authority to consider
and, where appropriate, authorise potential
conflicts subject to defined limits and conditions.
Directors are required to declare any situational
or transactional conflicts, which are then
reviewed by the Board; directors are not
permitted to participate in decisions relating
to their own conflicts.
The Company Secretary supports the Chairman in
delivering tailored induction programmes for new
directors, addressing individual needs and
ensuring clarity on roles, responsibilities, and the
Group’s business, culture, and values.
A typical programme includes:
• comprehensive information pack on duties,
responsibilities, share‑ dealing procedures,
and governance matters
• one‑ to‑ one meetings with Board members,
During the year, several potential situational
conflicts, principally external directorships,
were authorised and recorded in the Company’s
conflicts register. No actual conflicts were
identified, and the Board is satisfied that the
procedures in place are operating effectively,
providing clear assurance that directors continue
to discharge their duties in the best interests of
the Company and its stakeholders.
## External appointments and time commitment of directors The Board takes director time commitments
• engagement with senior management
• briefings on business activities, risks,
sustainability, and stakeholder engagement
Where appointments are disclosed, the Board
assesses potential impact on meeting
preparation, stakeholder engagement, training,
and overall effectiveness, as well as conflicts,
portfolio balance, and compliance with the Code
and investor guidance. The Board is satisfied that
all directors continue to dedicate appropriate
time and discharge their duties effectively.
The Board takes director time commitments
seriously, with expectations set out in letters
of appointment. Any new external appointments
must be notified to the Chairman, who informs
the Board for consideration. While recognising
the value external roles can bring in terms of
knowledge and experience, the Board ensures
they do not compromise a director’s ability to
devote sufficient time to Bunzl.
For more information on the induction of Daniela
Barone Soares and Julia Wilson, see the
Nomination Committee report on page 93.
**Training and development**
The Board recognises that effective decision
making relies on directors’ strong understanding
of the Group’s operations, people, and operating
environment. Directors receive regular training
and briefings throughout the year on business
performance, market dynamics, and regulatory
developments. The Group General Counsel,
Company Secretary and Chief Financial Officer
provide ongoing updates on legal, regulatory, and
financial matters, supported by specialist training
from external advisers and auditors. Directors’
training needs are kept under review, and
external courses are undertaken where
appropriate to further enhance skills and
effectiveness.
---
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| --- | --- | --- | --- | --- | --- | --- | --- |
This year, a Board performance review was
carried out with assistance from an independent
external service provider, Lintstock. The review
comprised a tailored questionnaire completed by
all directors. The Chairman also held individual
discussions with each director.
## CORPORATE GOVERNANCE REPORT continued
## Board performance review
The Board is aware of the need to continually
review its performance and each year the Board,
its Committees and each individual director
undergo a formal evaluation process which is
overseen by the Chairman.
Several key priorities to further enhance the
Board’s performance were subsequently
agreed and any progress in respect of such
priorities will be reported on formally in next
year’s Annual Report.
Details of the priorities identified as part of this
year’s evaluation, and progress in respect of the
key priorities identified in 2024, are set out below.
The Board is satisfied that the priorities identified
following the evaluation carried out in 2024 have
been adequately addressed during 2025.
Lintstock has supported the Board’s external
evaluations for several years, ensuring
consistency and continuity, and has no other
connection with the Company. The last
comprehensive external evaluation, including
interviews with all directors and the Company
Secretary, was completed for the year ended
31 December 2023, with the next scheduled
for 2026.
| KEY PRIORITIES IDENTIFIED DURING 2024 | PROGRESS MADE |
| --- | --- |
| 1. Delivering organic growth | The Board maintained oversight of organic growth by reviewing trading performance at each reporting point and receiving regular updates on the acquisition pipeline, capital allocation and market developments, ensuring continued discipline in executing the Group's growth strategy.More on page85. |
| 2. Embedding Board changes | Julia Wilson completed an orderly handover with the outgoing Audit Committee Chair,and both Julia and Daniela Barone Soares received comprehensive,tailored induction programmes following their appointments to the Board in late 2024,supporting the smooth embedding of Board changes during the year.More on page93. |
| 3. Continuing to focus on talent and succession | Succession planning for executives and senior management remained a key priority in 2025,with the Board undertaking focused deep-dives into critical succession plans and reviewing insights from employee engagement activities,including survey results and listening group feedback,to reinforce oversight of leadership capability.More on pages94and95. |
| 4. Strengthening Board exposure to the wider business | Board members enhanced their understanding of the Group through site visits,updates from major business divisions,and frequent reports on sustainability,supply chain,risk and operational matters,supporting greater visibility of Group performance and developments.More on page81. |
| KEY PRIORITIES IDENTIFIED DURING 2025 | OUTCOME OF BOARD PERFORMANCE REVIEW |
| --- | --- |
| 1. Continuing to focus on delivering organic growth | As a result of the Board performance review process carried out in 2025, the Board and its Committees were found to be operating effectively. |
| 2. Overseeing performance and operational improvements across the portfolio | As a result of the Board performance review process carried out in 2025, the Board and its Committees were found to be operating effectively. |
| 3. Continuing to focus on talent and succession | As a result of the Board performance review process carried out in 2025, the Board and its Committees were found to be operating effectively. |
| 4. Recovering investor confidence | As a result of the Board performance review process carried out in 2025, the Board and its Committees were found to be operating effectively. |
---
## Directors’ Report
# CORPORATE GOVERNANCE REPORT continued
# Audit, risk and internal control
# RISK MANAGEMENT AND INTERNAL CONTROLS OVERVIEW
**The Board has delegated to an Executive Committee,**
**consisting of the CEO, CFO and other functional managers,**
**the initial responsibility for identifying, evaluating, managing**
**and mitigating the risks facing the Group and for deciding**
**how these are best managed, as well as responsibility for**
**establishing a system of internal controls appropriate to**
**the business environments in which the Group operates.**
**The principal features of this system include:**
• a procedure for monitoring the effectiveness of the internal
• a procedure for monitoring the effectiveness of the internal
controls system through a tiered management structure with
clearly defined lines of responsibility and delegation of
authority;
• a second line of defence Internal Controls team to continually
• a second line of defence Internal Controls team to continually
develop the Group’s framework and approach to internal
controls over financial reporting;
• formal standards of business conduct (including code of
• formal standards of business conduct (including code of
conduct, anti-bribery and corruption, fraud investigations
and reporting, and whistleblowing policies) based on honesty,
integrity, fair dealing and compliance with the local laws and
regulations of the countries in which the Group operates;
• strategic plans and comprehensive budgets which are
• strategic plans and comprehensive budgets which are
prepared annually by the business areas and approved by
the Board;
• clearly defined authorisation procedures for capital investment
• clearly defined authorisation procedures for capital investment
and acquisitions;
• a well-established consolidation and reporting system for the
**Some of the procedures carried out in order to monitor the**
**effectiveness of the internal controls system and to identify,**
**manage and mitigate business risk are:**
• central management holds regular meetings with operating
• detailed manuals covering Group accounting policies, and
policies and procedures for the Group’s treasury operations
supplemented by internal controls procedures at a business
area level;
• periodic IT risk assessment aligned with the Group’s IT security
• the Executive Committee reviews the principal risks affecting
each business area and the policies and procedures in place
to manage them;
• the Board in turn reviews the outcome of the Executive
Committee’s discussions on principal risks, which ensures
a documented and auditable trail of accountability;
• these processes culminated in the Board’s approval in 2025
• these processes culminated in the Board’s approval in 2025
of a new principal risk relating to major change programme
execution, reflecting the issues associated with the change
programme undertaken in the Group’s largest business in
North America;
• each business area, the Executive Committee and the Board
• regular meetings are held with insurance and risk advisers
to assess the risks throughout the Group;
• systems are in place to monitor IT security incidents, analyse
• an annual self-assessment of the status of internal controls
measured against a prescribed list of minimum standards is
performed by every business and action plans are agreed
where remedial action is required. In addition, the second line
internal controls team have an annual risk-based programme
of activity involving various reviews of control compliance
within the businesses;
• actual results are reviewed monthly against budget, forecasts
• all treasury activities, including in relation to the management
of foreign exchange exposures and Group borrowings, are
reported and reviewed monthly. The Group’s bank balances
around the world are monitored on a weekly basis and
significant movements are reviewed centrally;
• developments in tax, treasury and accounting are continually
data, business continuity and the production of timely and
accurate management information; and
• systems are in place to monitor IT security incidents, analyse
them and remediate any identified weaknesses. Findings are
used to continually improve defences across the Group;
• the Internal Audit function annually performs business and
risk-themed audit work, makes recommendations to improve
processes and controls and follows up to ensure that
management implements the recommendations made.
The Internal Audit function’s work is determined on a risk
assessment basis and its findings are reported to Group and
business area management as well as to the Audit Committee
and the external auditors;
• the Audit Committee, which comprises all the independent
• the Audit Committee, which comprises all the independent
non-executive directors of the Company, meets regularly
throughout the year. Further details of the work of the
Committee, which includes a review of the effectiveness of
the Company’s internal financial controls and the assurance
procedures relating to the Company’s risk management
system, are set out in the Audit Committee report on pages
97 to 106;
• management committees (known as the Group Sustainability
Committee, the Environment & Climate Change Committee, the
Health & Safety Committee, and the Supply Chain Committee)
which oversee issues relating principally to environment, health
& safety and business continuity planning matters, set relevant
policies and practices and monitor their implementation; and
• health & safety risk assessments, safety audits and a regular
policies and practices and monitor their implementation; and
• health & safety risk assessments, safety audits and a regular
review of progress against objectives established by each
business area are periodically carried out.
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | < | 91 |
| --- | --- | --- | --- | --- | --- | --- | --- |
## CORPORATE GOVERNANCE REPORT continued
In accordance with the provisions of the Code
and the related guidance, the Company has
established the procedures necessary to ensure
that there is an ongoing process for identifying,
evaluating, managing and mitigating the principal
risks faced by the Group and for determining the
nature and extent of the principal risks it is willing
to take to achieve its strategic objectives (its ‘risk
appetite’).
## Risk management and internal controls
In line with the provisions of the Code in force for
the 2025 financial year, the Board acknowledges
its overall responsibility for identifying, evaluating,
managing and mitigating the Group’s principal
and emerging risks, and for monitoring the
Group’s risk management and internal control
systems. Such systems are designed to manage,
rather than eliminate, the risk of failing to achieve
business objectives and can only provide
reasonable and not absolute assurance against
material misstatement or loss.
The directors confirm that such procedures have
been in place for the year ended 31 December
2025 and up to the date of approval of these
financial statements and that the Group’s risk
management and internal controls systems have
been monitored.
Provision 29 of the UK Corporate Governance
Code 2024, which applies to financial years
beginning on or after 1 January 2026, requires
boards to make a declaration on the effectiveness
of material controls as at the balance sheet date.
Information on the Company’s preparations for
compliance with the new requirements can be
found in the Audit Committee report on pages 97
to 106.
Further information about the Group’s approach
to risk management and the principal risks and
uncertainties facing the Group can be found on
pages 64 to 72.
## Financial and business reporting The responsibilities of the directors in respect of
The responsibilities of the directors in respect of
the preparation of the Group and parent
company financial statements are set out on page
184 and the auditors’ report on pages 185 to 190
includes a statement by the external auditors
about their reporting responsibilities. In
accordance with Provision 30 of the Code and as
set out on page 141, the directors are of the
opinion that it is appropriate to continue to adopt
the going concern basis in preparing the financial
statements.
The process of preparing the Annual Report has
included the following:
• comprehensive reviews undertaken at different
## Fair, balanced and understandable
• comprehensive reviews undertaken at different
levels of the Group in order to ensure the
accuracy, consistency and overall balance of the
Annual Report; and
• procedures to verify the factual accuracy of the
• procedures to verify the factual accuracy of the
Annual Report.
In accordance with Provision 27 of the Code, the
Board confirms that taken as a whole, the 2025
Annual Report is fair, balanced and
understandable, and provides the information
necessary for shareholders to assess the
Company’s position, performance, business
model and strategy.
## Assessment of the prospects of the Company and its viability statement In accordance with Provision 31 of the Code,
In accordance with Provision 31 of the Code,
details of how the directors have assessed the
prospects of the Company, over what period the
prospects have been assessed, and the
Company’s formal viability statement are included
in the Strategic report on page 73.
By order of the Board
## Laura Brinkworth-Bell Company Secretary
**Laura Brinkworth-Bell**
Company Secretary
2 March 2026
---
## NOMINATION COMMITTEE REPORT
**Peter Ventress,** Chairman and Chair of the Nomination Committee
[Image: X311]
“ The Committee’s work during
the year further strengthened the
Board’s capabilities and ensured
that succession planning, talent
development and diversity objectives
remain closely aligned with the
Group’s strategic priorities.”
inclusion, the Committee conducted its annual
requirements of the FTSE Women Leaders Review
(formerly Hampton-Alexander), the Parker Review,
the UK Listing Rules and the Company’s own
meet and exceed these expectations in respect of
gender and ethnic diversity. While diversity and
## Introduction from Peter Ventress
On behalf of the Board, I am pleased to present
the Nomination Committee’s report for the
financial year ended 31 December 2025.
The Committee’s work during the year focused
on ensuring that the Board and senior leadership
team continued to possess the right balance of
skills, experience and diversity required to provide
effective oversight and support the delivery of the
Group’s long term strategy. As I reflect on the
year, I am pleased to report that the Committee’s
work during the year further strengthened the
Board’s capabilities and ensured that succession
planning, talent development and diversity
objectives remain closely aligned with the Group’s
strategic priorities.
succession planning and any future recruitment
continue to be informed by a holistic assessment
of the Board’s skills, knowledge, independence
and experience, as well as the strategic objectives
of the Group.
The Committee also reviewed progress on
senior executive succession planning and talent
development, and participated in the Board
performance review, which confirmed that the
Committee continues to operate effectively.
Information on the Committee’s progress in
respect of these priorities can be found on
pages 89 and 94.
A key priority in 2025 was overseeing the
transition following Lloyd Pitchford’s retirement
from the Board at the conclusion of the 2025
AGM. The Committee ensured an orderly
succession by recommending the appointment
of Julia Wilson as Chair of the Audit Committee,
providing continuity of governance and
maintaining robust oversight of the Company’s
financial reporting and internal control
environment.
The Committee met five times during the year,
The Committee ends the year satisfied that the
Board remains appropriately balanced in terms
of skills, experience and diversity, and that the
Group has strong succession pipelines in place
to support long term sustainable performance.
The Committee will continue to ensure that
Board and senior leadership composition remain
aligned with the Company’s strategy, risk profile
and culture.
The Committee met five times during the year,
reflecting the breadth of its responsibilities across
Board composition, senior leadership succession
and talent management. Additional meetings
enabled the Committee to maintain close
oversight of leadership capability, refresh
succession plans and ensure continued alignment
with the evolving priorities of the Group.
In line with our commitments on diversity and
## Peter Ventress Chairman and Chair of the
Chairman and Chair of the
Nomination Committee
2 March 2026
---
## Directors’ Report
## NOMINATION COMMITTEE REPORT continued
## Composition
During 2025, the Nomination Committee
comprised the Chairman of the Company, who
chairs the Committee (unless the Committee
is dealing with the matter of succession of the
Chairman of the Company) and all of the
independent non-executive directors. In
accordance with the UK Corporate Governance
Code (the ‘Code’), a majority of the members are
independent non-executive directors. The
Company Secretary acts as the Secretary to the
Committee.
## Nomination Committee meetings The Committee meets at least twice a year and
The table below sets out directors’ attendance
at the five scheduled Committee meetings held
during 2025.
Strategic and financial briefing
Site visits to key operational Pam Kirby 5/5
individual views about the operation of the
performance, capital allocation
the Board evaluation was externally facilitated
| | Meetings attended |
| --- | --- |
| Peter Ventress | 5/5 |
| Pam Kirby | 5/5 |
| Stephan Nanninga | 5/5 |
| Vin Murria | 5/5 |
| Jacky Simmonds | 5/5 |
| Julia Wilson | 5/5 |
| Daniela Barone Soares | 5/5 |
| Lloyd Pitchford* | 3/3 |
## Key areas of focus in 2026
decentralised operating model,
organic growth levers and
customer value propositions.
* Lloyd Pitchford resigned as a director on 23 April 2025
and attended all of the Committee meetings held between
1 January 2025 and that date.
• Strengthen the talent pipeline, with a particular
focus on enhancing the Committee’s insight
into succession readiness, development plans
for potential successors, and access to
international development opportunities for
high-potential candidates
Schedule of Matters Reserved on executive succession and preparation for
## Role and support during 2025
The Committee’s principal role is to lead
the process for appointments to the Board,
whether to fill any vacancies that may arise
or to change the number of Board members,
ensure plans are in place for orderly
succession to the Board and senior
management positions and oversee the
development of a diverse pipeline for
succession. The Committee has been
authorised to enlist the services of external
executive search firms to assist with the
recruitment process, including the
identification of potential candidates and
to fill Board positions, where appropriate.
## Performance review
## Activities
Committee monitored their onboarding and
ensured that they undertook comprehensive,
tailored induction programmes. These
programmes were designed to reflect each
director’s background, experience and
Committee responsibilities, with the aim of
helping them develop their knowledge and a
thorough understanding of the Group’s business,
governance framework and culture.
As part of the Committee’s ongoing succession
oversight, particular attention was given to
supporting the effective integration of Julia Wilson
and Daniela Barone Soares who were appointed
on 16 December 2024. Throughout 2025, the
# JULIA WILSON AND DANIELA BARONE SOARES ONBOARDING PROGRAMME
## STRATEGY AND BUSINESS MODEL GOVERNANCE FRAMEWORK
## CULTURE AND PEOPLE
## STRATEGY AND BUSINESS MODEL
Meeting with the Company
Secretary to review the Group’s
corporate governance
framework, Board and
Committee responsibilities, risk
management and stakeholder
engagement processes.
Meeting with the Chairs of the
Audit and Remuneration
Committees and the Senior
Independent Director to
discuss the operation of the
Committees, current oversight
priorities and how each
Committee supports the
effective functioning of the
Board.
Detailed briefing with the Head
Meeting with the Director
of Group HR to discuss the
Group’s people strategy,
including employee
engagement, leadership
development, talent succession
planning, and diversity, equality
and inclusion.
strategic priorities, long term
value creation model and
engagement, leadership effectiveness are reviewed annually by both
---
## NOMINATION COMMITTEE REPORT continued
During the year, Board members continued to
enhance their knowledge and skills through an
ongoing programme of professional development.
This included training sessions and in-depth
briefings delivered by both external advisers
and internal subject matter experts. The Board
received focused updates on a range of strategic
and operational topics, including updates on the
Group’s sustainability framework, supply chain
assurance and information security programme.
Succession planning
## Succession planning
## Succession planning remained an important
**Succession planning**
Succession planning remained an important
area of focus for the Committee during 2025.
The Committee reviewed the Company’s
succession plans at regular intervals, informed
by the updated Board skills matrix, tenure tracker
and outcomes from the annual Board evaluation.
This enabled an ongoing assessment of the
balance of skills, experience and knowledge on
the Board and helped identify areas where
additional capability may be required to support
the delivery of the Group’s strategic priorities.
Non-executive director tenure incl. Chairman
(as at 31 December 2025)
| | | |
| --- | --- | --- |
| 0-3 years | 3 | |
| 3-6 years | 2 | |
| 6+ years | 2 | |
year. These interactions provide valuable insight
strengthen the Committee’s understanding of
succession-related risks and opportunities across
This tenure profile provides an appropriate
blend of newer and longer‑ standing directors and
remains consistent with the expectations of the
Code and prevailing governance guidelines on
director tenure. The Committee is satisfied that
the current tenure distribution supports effective
oversight and will continue to monitor tenure to
ensure rotation can be managed in a coordinated
and timely manner.
## Talent During 2025, the Committee maintained oversight
**Talent**
During 2025, the Committee maintained oversight
of executive and wider senior leadership team
succession planning. The Committee received
regular updates on talent development across the
Group and refreshed succession plans for critical
leadership roles, with particular focus on
leadership readiness, development needs and
depth within key sectors and geographies. A
consolidated summary of the Company’s annual
talent and succession planning reviews covering
emerging leadership pipelines, diversity and
inclusion progress and key development priorities
was presented to the Committee. The CEO also
provided his annual management succession
update, which informed the Committee’s
assessment of leadership capability and future
requirements. The Committee is satisfied that the
Company maintains a strong, diverse and
well‑ prepared succession pipeline, supported by
appropriate contingency arrangements.
The Committee also engaged regularly with senior
## Diversity and inclusion The Committee recognises the importance of
different perspectives and experiences, which
women and 22% were from ethnically diverse
backgrounds. These levels exceed the targets
set by the FTSE Women Leaders Review (formerly
Hampton-Alexander) and the Parker Review and
are compliant with the board diversity
requirements in the UK Listing Rules. Compliance
During 2025, the Committee maintained oversight
with the UK Listing Rules is disclosed below.
search consultants to ensure that diversity of
gender, social and ethnic background, as well as
cognitive diversity and personal strengths, is
fully considered in the identification and selection
of candidates.
with the UK Listing Rules is disclosed below.
The Committee remains committed to
maintaining an appropriate balance of skills,
experience and diversity as part of its approach
to Board composition and succession planning.
In making appointments to the Board and in
senior management succession and recruitment,
the Committee seeks to engage executive search
firms that are signatories to the Voluntary Code
of Conduct of Executive Search Firms and expects
them to draw from wide and diverse candidate
pools. The Committee actively promotes diversity
and inclusion throughout the recruitment process
and, where appropriate, challenges external
The Board and the Committee’s approach to
diversity and inclusion in respect of the Board
and senior management is set out in the Board
and Committee Diversity Policy, which is reviewed
regularly by the Board Sustainability Committee
and can be found on the Company’s website,
www.bunzl.com. Additional information
concerning diversity and inclusion can be found
in the Sustainability report on pages 42 to 57
and in the Our people section on pages 39 to 41.
As at 31 December 2025, the composition of the Board and Executive Management was as follows:
| | Number of Board members | Percentage of the Board | Number of senior positions on the Board(CEO,CFO,SID and Chair) | Number in Executive Management* | Percentage of Executive Management* |
| --- | --- | --- | --- | --- | --- |
| Gender | | | | | |
| Men | 4 | 44% | 3 | 1 | 25% |
| Women | 5 | 56% | 1 | 3 | 75% |
| Not specified/prefer not to say | - | - | - | - | - |
| Ethnic background | | | | | |
| White British or other White(including minority-white groups) | 7 | 78% | 4 | 4 | 100% |
| Mixed/Multiple ethnic groups | 1 | 11% | - | - | - |
| Asian/Asian British | 1 | 11% | - | - | - |
| Black/African/Caribbean/Black British | - | - | - | - | - |
| Other ethnic group | - | - | - | - | - |
| Not specified/prefer not to say | - | - | - | - | - |
* Under the definition provided by the UK Listing Rules, for the purposes of this disclosure, the definition of Bunzl’s Executive
Management comprises members of the Company’s Executive Committee, but excludes the Group CEO and CFO
who are included in the number of Board members, and includes the Company Secretary.
The information in this table was collected on a confidential and voluntary self-reporting basis.
---
| Bunzl plc Annual Report 2025 | Strategic Report | Directors' Report | Financial Statements | Additional Information | | <95 |
| --- | --- | --- | --- | --- | --- | --- |
The Committee is committed to applying best
practice in all aspects of Board appointments.
This includes, where appropriate, the use of
## NOMINATION COMMITTEE REPORT continued
## Recruitment The Committee is responsible for overseeing
Recruitment
The Committee is responsible for overseeing
the identification, assessment and selection
of candidates for appointment to the Board.
Although no Board appointments were made
during 2025, the Committee continued to
review the composition of the Board closely,
with reference to the Group’s strategic priorities,
the Board skills matrix and the outcomes of the
annual Board evaluation.
## Performance review, conflicts and independence Our annual performance review process provides
independent external executive search firms
with relevant expertise to support objective and
comprehensive search processes. The Committee
will continue to keep Board composition under
regular review and is prepared to initiate a formal
recruitment process should a skills gap, changes
in Board requirements or planned director
rotation necessitate a new appointment.
**PROCESS FOR BOARD APPOINTMENTS PROCESS FOR BOARD APPOINTMENTS**
| 1 | Role specification | The Committee develops a role specification and list of characteristics deemed essential for the new non-executive director. |
| --- | --- | --- |
| 2 | Election of external search firm | Following a final review of the role specification, an external search firm is appointed based on their expertise relative to each role. |
| 3 | Collation of candidate list | Following consultation with the Chairman and the CEO, the search firm prepares a longlist of potential candidates, which is subsequently reviewed by the Committee and a shortlist agreed. |
| 4 | Candidate interviews | Preliminary interviews with each of the shortlisted candidates are held by the Committee, following which the Committee agree on the candidates that best meet the role specification. |
| 5 | Final stage interviews | The preferred candidates attend additional meetings with the executive directors and members of the Executive Committee, as necessary. |
| 6 | Candidate references | The Committee seeks references for the preferred candidates and holds virtual meetings with the associated referees. |
| 7 | Committee recommendation | The Committee holds a debrief following the conclusion of all of the interviews and referee meetings and makes a recommendation to the Board for its consideration. |
| 8 | Board decision and announcement | The Board considers the recommendation of the Committee and (if deemed appropriate) approves the appointment, following which an announcement is made via the London Stock Exchange. |
and effectiveness of their decision making and for
each director to consider their own contribution
and performance. This year, the review was
externally facilitated by Lintstock, an independent
advisory firm that does not provide any other
services to, or have any connection with the
Company. To support its assessment of Board
composition and succession planning, the
Committee reviewed and refreshed the Board
skills matrix during 2025. The matrix provides an
overview of the Board’s collective capabilities and
highlights the areas of experience most relevant
to the Group’s long term strategy, operating
environment and risk profile. It is used by the
Committee to identify areas of strength,
opportunities for further development and any
capability gaps that may inform future
recruitment plans.
The Committee is satisfied that the Board’s
The Committee assesses the independence of
each non‑ executive director in accordance with
the relevant provisions of the Code. Following its
review for 2025, the Committee is satisfied that
all non‑ executive directors meet the criteria for
independence, and that the Chairman met the
independence criteria on appointment, as
required by the Code.
recruitment plans.
The Committee is satisfied that the Board’s
skills and experience remain appropriate for
overseeing the Group’s strategic priorities.
Feedback from the annual performance review
also confirmed that the Committee continues
to operate effectively. The review identified areas
for continued focus during 2026, including
strengthening the talent pipeline and maintaining
close oversight of Board and senior leadership
succession to ensure ongoing alignment between
Board and senior leadership composition and the
Group’s long term strategic priorities. These areas
are reflected in the Committee’s key priorities
for 2026 on page 93.
The Committee undertook its annual review
The Committee and the Board are mindful of the
independence provisions of the Code, which state
that serving on the Board for more than nine
years from the date of first appointment may
impair or appear to impair a non‑ executive
director’s independence. However, tenure is only
one element of the broader assessment of
independence.
In considering the continued independence of
opportunity to consider and reflect on the quality
In considering the continued independence of
Stephan Nanninga, who will complete his third
three year term on 30 April 2026, the Committee
and the Board reviewed his ongoing contribution
to Board discussions. In particular, the directors
noted the valuable insight and deep knowledge of
the business that Stephan brings, which enable
him to provide robust and constructive challenge
to management. The continuity he offers is also
considered beneficial in the context of the recent
appointment of two new directors to the Board.
Through the Nomination Committee, the Board
Through the Nomination Committee, the Board
remains focused on ensuring the orderly
succession of non-executive directors and
intends to commence the succession planning
process for Stephan in due course, with the
expectation that he will step down at the 2027
AGM. Following a rigorous review by the
Nomination Committee, and as part of the wider
Board evaluation process, the Committee
concluded that Stephan continues to
demonstrate independent judgement, performs
his role effectively and shows full commitment to
his responsibilities. Accordingly, on the
Committee’s recommendation, the Board has
approved the proposal that Stephan be reappointed as a director for a further 12 months
following the expiry of his current term, subject
to his re-appointment by shareholders at the
forthcoming AGM on 22 April 2026.
situations had been appropriately recorded
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **96** Additional Information
## NOMINATION COMMITTEE REPORT continued
**OUR BOARD AT A GLANCE**
|Executive|2|Independent|6|Male|4|Director from minority||
|---|---|---|---|---|---|---|---|
|Non-executive|7|Non-independent|2|Female|5|ethnic group Other|2 7|
|Board composition|Independence of directors|Board gender|Ethnic diversity|
|---|---|---|---|
|(incl. Chairman)|(excl. Chairman)|||
|(as at 31 December 2025)|(as at 31 December 2025)|(as at 31 December 2025)|(as at 31 December 2025)|
**SKILLS AND EXPERIENCE TO SUPPORT OUR SUCCESS**
Each of the directors is considered to have a breadth of strategic, management and financial experience gained in each of their own fields in a range of multinational businesses. The Board also has access to the services of the General Counsel, who is a qualified solicitor. Additional skills are summarised below: Daniela Frank Richard Peter Stephan Vin Murria Pam Jacky Julia Barone Soares **Skills held** van Zanten Howes Ventress Nanninga OBE Kirby Simmonds Wilson OBE Core industry experience Digital/cyber security International Sustainability Mergers and acquisitions Strategy Remuneration/people Finance **Experience in region** North America Continental Europe UK & Ireland Rest of the World (LATAM) Rest of the World (APAC)
---
## Directors’ Report
## AUDIT COMMITTEE REPORT
**Julia Wilson,** Chair of the Audit Committee
[Image: X322]
“ The Committee placed particular
emphasis on overseeing management’s
efforts to enhance the identification,
testing and monitoring of material
financial and operational controls.”
## Preparation for compliance with Provision 29 of the UK Corporate Governance Code 2024 (the ‘2024 Code’) During the year, the Committee operated in
## Introduction from Julia Wilson
year ended 31 December 2025 following my
(the ‘2024 Code’) and I would like to express thanks to my
predecessor, Lloyd Pitchford, in handing over
The purpose of this report is to provide a clear
overview of the Committee’s remit and activities,
demonstrating how we have effectively
discharged our responsibilities during the year,
with a focus on priority areas identified in last
year’s Committee performance review. Bunzl’s
governance framework continues to be
underpinned by transparent reporting, robust
systems of risk management and internal control,
and strong, data‑ driven assurance. Within this
framework, the Committee plays a central role
in monitoring the integrity of the Company’s
financial and non‑ financial reporting, overseeing
the design, operation and continual improvement
of risk management and internal control systems,
and assessing the independence and
effectiveness of both the internal audit function
and the external audit process.
During 2025, the Committee placed particular
During the year, the Committee operated in
accordance with the Financial Reporting Council’s
(‘FRC’) Minimum Standard: Audit Committees and
the External Audit (the ‘Minimum Standard’) and
the 2024 Code, save for Provision 29, where the
Company has complied with its equivalent from
the 2018 version of the Code.
The Committee devoted considerable time in
2025 to preparing for the changes introduced
under revised Provision 29 of the 2024 Code,
which is applicable from 1 January 2026. These
changes relate primarily to the requirement for
boards to make a declaration on the effectiveness
of their respective company’s material controls
as at the balance sheet date.
and the external audit process.
During 2025, the Committee placed particular
emphasis on overseeing management’s efforts
to enhance the identification, testing and
monitoring of material financial and operational
controls, particularly in the context of the
challenges experienced in our North American
Distribution business, and against a backdrop of
increasing external uncertainties for geopolitical
and technological change. As part of this work,
the Committee evaluated the results of an
external balance sheet review of the business,
which identified several process‑ enhancement
opportunities. The Committee supported
management in progressing these improvements
to strengthen financial governance and reduce
future risk. This work strengthens the Group’s
control environment which, together with Bunzl’s
strong culture of accountability, integrity and
openness, forms an important foundation for
safeguarding stakeholder interests and
supporting long term resilience.
The Committee reviewed and amended its terms
of reference to expand its remit to cover material
controls, and also reviewed and recommended to
the Board a new Material Controls Policy,
intended to support in the identification and
monitoring of the effectiveness of material
controls. Information regarding the work
undertaken in preparation for revised Provision
29 can be found on page 103.
Further details on the Company’s compliance with
Further details on the Company’s compliance with
the 2024 Code and the Minimum Standard can be
found later in this report and on page 75.
---
## Directors’ Report
## AUDIT COMMITTEE REPORT continued
## Risk management and internal control
assessments of both the effectiveness of the
Effective systems of risk management and
internal control are fundamental to maintaining
stakeholder trust and supporting the Company’s
long term strategic objectives. These systems
operate within Bunzl’s strong risk-aware culture
and are underpinned by well-established
procedures designed to identify, assess, and
mitigate risks across the business.
Throughout the year, the Committee continued
to provide rigorous oversight and constructive
challenge to management, to ensure that the
Group’s risk management and internal controls
framework remains robust and appropriate in
a dynamic operating environment. As part of
its work, the Committee considered and
subsequently recommended to the Board for
approval updates to the Group’s Risk
Management Policy, primarily to introduce a new
Material Controls Policy in anticipation of the
updated Provision 29.
Given the challenges within the North American
distribution business, the Committee prioritised
reviews of forecasting and performance
management as part of the material controls
work, and provided guidance on introducing a
new principal risk, “Major Change Programme
Execution”, relating to change management for
key projects.
The Committee also continued to receive
updates in respect of the Internal Controls
Essentials programme throughout 2025, having
previously determined that it continued to evolve
in an appropriate manner with regard to the 2024
Code. The Committee also received regular
updates on fraud risk and fraud-related processes
and controls. These updates enabled the
Committee to scrutinise and provide constructive
challenge in respect of the protocols in place to
detect, assess, and respond to actual or potential
instances of fraud.
Additional information on our governance of risk
management and internal controls can be found
later in this report and in the Corporate
governance report on pages 90 and 91.
process. Following detailed discussion on the
## Information and cyber security
Information and cyber security remained a key
area of focus for the Committee in 2025 amid a
rapidly evolving threat landscape, including in
relation to Artificial Intelligence (‘AI’) enabled
risks and ransomware.
The Chief Information Officer and Chief
Information Security Officer provided regular
information security updates during the year
and the Committee received targeted training
on cyber risk management and mitigation
strategies. These sessions facilitated constructive
challenge of Bunzl’s approach to cyber security
and informed valuable feedback from Committee
members on potential opportunities to further
strengthen the Company’s information security
framework and enhance Board-level
understanding of the various types of cyber risk.
During the year, the Committee considered the
During the year, the Committee considered the
results of an external information security
maturity assessment. The Committee was
pleased to see that all in-scope entities,
accounting for c.38% of revenue, exceeded the
target maturity level set in 2020, demonstrating
continued strengthening of the Group’s cyber
security capabilities.
## Audit
An effective, high quality audit process underpins
confidence in the Company’s financial statements
and supports informed decision making by
stakeholders. The Committee remains committed
to maintaining these high standards through
close engagement with the internal audit function,
the external auditors, management and other key
stakeholders throughout the year.
Further information on the Group’s approach
to information and cyber security is provided
on page 102.
updates on the evolving reporting landscape,
and the Committee oversaw enhancements
in methodologies, control processes, and
management ownership of ESG data. The
Committee also discussed the role of external
assurance in strengthening confidence in key
disclosures. Additional information on the
Committee’s role in relation to ESG and
non‑ financial reporting and assurance is
provided on page 102.
## Performance evaluation
## Performance evaluation The Chief Information Officer and Chief
effective and efficient.
In addition to the assessment of effectiveness
of the internal audit function, the Committee also
considered and approved a 5 year internal audit
strategy designed to strengthen oversight in line
with the Group’s continued growth. As part of this
strategy, the Committee approved the
establishment of a new Internal Audit hub in Brazil
to support the growing number of businesses in
the region, thereby ensuring those operations
receive dedicated audit coverage. The Committee
also approved additional investment in the
internal audit function to support the effective
implementation of the strategy. The strategy
introduces a tiered approach to audits, applying
different levels of scope and review based on
each business’ size and risk profile to ensure that
audit activity remains appropriately targeted and
proportionate. In approving these measures, the
Committee recognised the importance of
adapting the internal audit function to the Group’s
expanding footprint and evolving risk
environment. The Committee believes that this
tailored strategy will further enhance risk
management and internal control effectiveness
across the Group.
Further information in relation to the internal and
external audit processes and the Committee’s
## Non-financial and Environmental, Social and Governance (‘ESG’) reporting Recognising changing and diverging stakeholder
Based on the results of the 2025 performance
review, the Board continues to consider the
Committee to be thorough and effective in
fulfilling its responsibilities. More information
concerning the review process can be found in
the Corporate governance report on page 89 and
the priorities arising from the 2025 review are
summarised on page 99.
Additional detail on the Committee’s activities
Further information in relation to the internal and
external audit processes and the Committee’s
reviews thereof can be found on pages 104 to 106
of this report.
Additional detail on the Committee’s activities
during 2025 and the key areas of focus in 2026
can be found later in this report. The Committee
will continue to keep its remit and activities under
review to ensure they remain appropriate and
aligned with the needs of the business and its
regulatory environment.
Recognising changing and diverging stakeholder
expectations, the Committee continued to review
the Company’s non‑ financial and ESG reporting
during 2025. Management provided regular
## Stakeholder engagement As the Chair of the Committee, I seek to engage
As the Chair of the Committee, I seek to engage
with Bunzl’s stakeholders in order to obtain their
feedback and discuss any concerns that they may
have regarding the Committee’s operations and
oversight. I shall also be attending the Company’s
forthcoming AGM to answer any questions that
shareholders may have. Further information
concerning stakeholder engagement can be
found on pages 60 to 63.
Julia Wilson
---
Composition and experience
The Committee comprises all of the independent non-executive directors, who were appointed to the Committee by the Board following recommendations by the Nomination Committee. The Secretary to the Committee is the Company Secretary.
All members contribute to the work of the Committee and bring an appropriate balance of financial, risk management, commercial acumen and experience in multinational organisations, combined with a good understanding of the Company’s business and are therefore considered by the Board to be collectively competent in the sector in which the Company operates.
Having recently served as the Group Finance Director of 3i Group plc for 14 years, as well as serving as Chair of the Audit Committee of Barclays plc, the Chair of the Committee, Julia Wilson, is considered by the Board to have recent and relevant financial experience. The Committee members are of an independent mindset and bring a diversity of perspectives, knowledge and experience to the Committee’s deliberations, which in turn ensures that the Committee is able to provide an appropriate amount of scrutiny, challenge and support to management. Independent thinking is an essential aspect of the Committee’s role and is crucial in assessing the work of management and the assurance provided by the internal audit function and the external auditors. Further information concerning the directors’ skills and experience can be found in the corporate governance report on pages 76 and 77 and in the Nomination Committee report on page 96.
Audit Committee meetings
The table below sets out the Committee’s composition and its members’ attendance at the four scheduled Committee meetings held during 2025.
Meetings attended*
Julia Wilson 4/4
Stephan Nanninga 4/4
Vin Murria 4/4
Pam Kirby 4/4
Jacky Simmonds 4/4
Daniela Barone Soares 4/4
Lloyd Pitchford** 1/1
* While the Company Chairman and the executive directors are not members of the Committee, they normally attend Committee meetings by invitation, together with the Head of Internal Audit and Risk, the Group Financial Controller, the Group General Counsel, representatives from the external auditors and other members of the Group finance team as required.
** Lloyd Pitchford resigned as a director on 23 April 2025 and attended all of the Committee meetings held between 1 January 2025 and that date.
Key areas of focus in 2026
In addition to the regular cycle of matters that the Committee schedules for consideration each year, it will also focus on the following areas:
• Monitoring the Company’s readiness for compliance with the material controls declaration introduced by Provision 29 of the 2024 Code, which will be effective for financial years beginning on or after 1 January 2026
• Continuing to regularly review key risks, especially those concerning cyber security
• Reviewing the internal controls and risk management framework and its implementation across the Group, with particular attention paid to financial controls
• Overseeing non-financial and ESG reporting and assurance, in particular the Corporate Sustainability Reporting Directive ('CSRD') from a group wide perspective
Role and support during 2025
The role of the Audit Committee is to act independently of management to safeguard the interests of stakeholders in relation to the Company’s financial and narrative reporting and internal controls arrangements. A fundamental part of this role is ensuring that the Company has effective governance over the Group’s financial and non-financial reporting, including the adequacy of related disclosures, the performance of the internal audit function, the effectiveness of the external audit process and the management of the Group’s risk management and internal controls framework and related compliance activities.
In the performance of its duties, the Committee has independent access to the services of the Company’s internal audit function and to the external auditors and may obtain outside professional advice as necessary.
The Committee’s terms of reference, which were reviewed and updated in 2025, are available on the Company’s website, www.bunzl.com.
Meetings and activities
Committee meetings are generally scheduled close to Board meetings in order to facilitate an effective and timely reporting process.
The Committee has a structured, rolling, forward-looking planner which is developed with the Company Secretary and is designed to both ensure that the Committee’s responsibilities are discharged in full during the year, and to facilitate more in-depth reviews of those topics which are of particular importance or pertinence. Items on the agenda are set with consideration of regulatory requirements, the Company’s reporting timetable and after considering key issues identified by the Chief Financial Officer ('CFO'), management, the Head of Internal Audit and Risk and the external auditors. The forward agenda planner is reviewed regularly and adapted, where necessary, to ensure that it meets the changing needs of the business.
The Chair of the Committee holds preparatory discussions with the Company’s senior management, the Head of Internal Audit and Risk and the external auditors prior to Committee meetings to discuss the items to be considered at the meetings. The Committee Chair also meets with Committee members throughout the year to obtain their feedback on the areas of Committee focus. Separate discussions are held periodically during Committee meetings between the Committee and the Head of Internal Audit and Risk and the external auditors without management present.
Following each Committee meeting, any significant findings are reported to the Board and copies of the minutes of the Committee meetings are circulated to all directors and to the external auditors.
The Committee Chair attends the AGM to respond to any shareholder questions that might be raised concerning the Committee’s activities.
A summary of the Committee's key activities in 2025 can be found on page 100. The Committee will continue to keep its activities under review and adapt them wherever necessary in anticipation of, and in response to, developments within the business and changes in the financial reporting, regulatory and governance landscape.
---
AUDIT COMMITTEE REPORT continued
AUDIT COMMITTEE MEETINGS AND ACTIVITIES IN 2025
FINANCIAL AND NON-FINANCIAL REPORTING
• Receiving and, where appropriate, challenging reports from management and the external auditors in relation to the key financial and accounting transactions, judgements and estimates
• Reviewing the half year financial report and the annual financial statements and the formal announcements relating thereto
• Considering the appropriateness of disclosures made in the half year financial report and annual financial statements
• Reviewing non-financial reporting measures, including non-financial key performance indicators ('KPIs'), for inclusion in the Annual Report
• Reviewing the results of an external balance sheet review of the North America Distribution business
GOVERNANCE AND OTHER
• Reviewing the Committee’s effectiveness following an externally facilitated performance review
• Reviewing the Committee’s terms of reference
• Reviewing and approving the Group’s tax strategy for the 2025 financial year
• Considering incoming regulatory reforms, including updates on compliance with the 2024 Code
• Receiving training on proposed regulatory and governance changes, corporate reporting and accounting
RISK MANAGEMENT, INTERNAL CONTROLS AND FRAUD RISK
• Reviewing the effectiveness of the Company’s risk management and internal controls framework, including consideration of the Company’s material controls
• Reviewing and recommending to the Board for approval the Company’s Material Controls Policy and updates to the Risk Management Policy
• Reviewing the assurance procedures relating to risk management systems
• Considering ESG and non-financial reporting and assurance
• Reviewing the Company’s annual controls self-assessment and fraud processes and related controls framework
• Reviewing the Company’s principal tax risks and the steps taken to manage such risks
• Considering updates from the Group Financial Controller on the Internal Controls Essentials programme and fraud updates
• Receiving updates from the Head of Internal Audit and Risk on the Information Security Assurance Audit Plan and associated audit results, including progress on data privacy across various regions, and the Group’s risk-based security framework
• Receiving updates on the Group’s Information Security Policy and activities in 2025, including incidents encountered, threat monitoring, control priorities, focus areas and KPIs
• Information Security training sessions at every Committee meeting, focusing on the Company’s key risks, defences and actions
AUDIT MATTERS
• Reviewing the effectiveness of both the external auditors and the internal audit function following completion of detailed questionnaires by both the Board and senior management within the Company
• Making recommendations to the Board concerning the re-appointment of the external auditors
• Approving the remuneration and terms of engagement of the auditors, including the audit strategy
• Reviewing and approving the policy for the provision of non-audit services by the external auditors
• Reviewing and approving the level and nature of non-audit work which the external auditors performed during the year, including the fees paid for such work, and the planning process for the current financial year
• Reviewing and approving the internal audit work programme for the coming year, including a new internal audit strategy and high level programme for the next three years
• Receiving and considering reports from the Head of Internal Audit and Risk concerning the work undertaken by the internal audit function, including in relation to the function’s ongoing quality assurance and improvement programme
• Reviewing and approving the Company’s internal audit charter
Financial statements and significant accounting matters
During the year and prior to publication of the Group’s 2025 results, the Committee spent considerable time reviewing the 2025 half year financial report and related news release, the 2025 Annual Report and Accounts and associated news release, and the external auditors’ reports on their half-year review and full-year audit. The Committee also reviewed trading updates issued during the year. The Chair maintained regular dialogue with the Chief Financial Officer, as appropriate, to ensure effective oversight and robust challenge in relation to financial controls and risk management, and to keep the Committee informed of any significant developments.
Management was challenged, where appropriate, on matters such as the appropriateness of accounting policies, critical accounting judgements and key accounting estimates. The appropriateness of the Group’s external reporting framework and use of alternative performance measures (APMs) were also assessed, with the Committee concluding that it is satisfied that the APMs reviewed are consistent with market practice, and that disclosure and reconciliation to statutory measures is appropriate. In conjunction with the Board, the Committee reviewed the financial modelling and stress testing conducted for the going concern assessment, as well as the viability assessment process undertaken in support of the long term viability statement. The Committee also challenged the assumptions and scenarios, noting the effect they would have during the viability period, further details of which can be found on page 73.
---
AUDIT COMMITTEE REPORT continued
As part of its work, the Committee considered a number of significant accounting matters in relation to the Company’s financial statements, together with the adequacy of the associated disclosures. These significant accounting matters are summarised in the table on the next page, and further information can be found in the relevant Notes to the consolidated financial statements. The Committee believes that the significant accounting matters have been properly recorded in the Company’s books and records and accounted for appropriately, including relevant disclosure in the Annual Report.
SIGNIFICANT MATTERS CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS
MATTER REVIEW AND CONCLUSION
Accounting for business combinations
For business combinations, the Group has a long-standing process for the identification of the fair values of the assets acquired and liabilities assumed, including separate identification of intangible assets using external valuation specialists where considered appropriate. The Committee reviewed this process and discussed with management and the external auditors the methodology and assumptions used to value the assets and liabilities of the acquisitions completed in 2025. The Committee concluded that it was satisfied with management’s valuations of these assets and liabilities, including the degree to which such valuations were supported by professional advice from external advisers.
For business combinations where less than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes put and call options over the remaining share capital of the subsidiary, the Group has an established process to assess whether a non-controlling interest should be recognised. There were two such business combinations during the year. The Committee reviewed the Group’s assessment of these two business combinations, noting that no non-controlling interest had been recognised. The Committee concurred with management’s conclusion that the risks and rewards associated with the options to purchase the remaining shares had transferred to the Group on each acquisition.
The structure of business combinations includes deferred and contingent consideration. The amounts for deferred and contingent consideration, principally relating to earn outs and options over non-controlling interests, are estimated by calculating the present value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash flows in particular the expected profitability. The Committee noted that as at 31 December 2025, the Group carried a liability for deferred consideration of £225.7m, a reduction of £32.5m driven by adjustments to previously estimated earn-outs and put options of £45.5m and deferred consideration and retention payments of £43.8m, partly offset by charges relating to the retention of former owners of £40.9m.
The carrying value of goodwill, customer and supplier relationships and brands intangible assets
Goodwill is allocated to cash generating units (‘CGUs’) and is tested annually for impairment. The Committee critically reviewed and discussed management’s report on the impairment testing of the carrying value of goodwill of each of the Group’s CGUs. The Committee also critically reviewed and discussed management’s consideration of the impairment risk relating to customer and supplier relationships, brands and technology intangible assets. In both regards, the Committee considered the sensitivity of the outcome of impairment testing to the use of different assumptions and considered the external auditors’ testing thereof.
The Committee noted that an impairment charge of £10.7m had been recognised in the year in relation to the customer relationships intangible asset of a safety business within the Rest of Continental Europe cash generating unit in Continental Europe. After due challenge and debate, the Committee concluded that it was satisfied with the assumptions and judgements applied in relation to the impairment testing and agreed that there was no other impairment of goodwill or customer and supplier relationships and brands intangible assets. Details of the key assumptions and judgements used are set out in Note 13 to the consolidated financial statements.
Defined benefit pension schemes
The Committee considered reports from management and the external auditors in relation to the valuation of the defined benefit pension schemes and reviewed the key actuarial assumptions used in calculating the defined benefit pension liabilities, especially in relation to discount rates, inflation rates and mortality/life expectancy. The reasons overall for the movement in the net pension surplus were considered and the Committee was satisfied that the assumptions used were appropriate and were supported by independent actuarial experts.
Inventory and receivable provisions
The Committee considered the analysis from management detailing the provision percentages and reconciliation of the provision balance from 31 December 2024 to 31 December 2025, and noted that the Group carried trade receivables provisions of £43.1m and provisions for slow moving, obsolete or defective inventories and market price movements of £145.3m.
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **102** Additional Information
## AUDIT COMMITTEE REPORT continued
||those risks. Management is responsible for|being adhered to throughout the business and|with a particular deep dive on how boards|
|---|---|---|---|
||establishing and maintaining adequate internal|this is continually tested by the work of the|should approach ransomware incidents.|
|The Committee continued to review the|controls and the Committee oversees the ongoing|internal audit function as part of its annual plan of|Training will continue in 2026, with a focus on|
|Company’s non‑|effectiveness of those controls. These controls|work, which the Committee approves on an|Bunzl’s cyber defence and resilience. Throughout|
|during 2025, considering the legal, regulatory|and procedures are designed to manage, but not|annual basis. Compliance with the internal|the year, the Company continued to improve|
|and other risk-based workstreams carried out|eliminate, the risk of failure of the Company to|controls system is monitored via risk-based|cyber security and data privacy governance,|
|by the business in relation thereto.|meet its business objectives and, as such, provide reasonable, but not absolute, assurance against|testing performed as part of the Internal Controls Essentials programme together with an annual|architecture and controls, and further embedded a culture of digital security across the Group by|
|To remain abreast of upcoming changes, the|material misstatement or loss.|internal controls self-assessment with sign-off|deploying cyber security awareness campaigns|
|Committee received updates on key ESG|Assessment of the effectiveness of the|and review of key financial and non-financial|to all regions.|
|reporting requirements on the regulatory horizon,|Company’s risk management and internal|controls for all businesses. Self-assessed|The Group experienced a number of cyber-|
|including the Group’s proposed approach to|control systems|responses are challenged locally by business area|attacks during 2025, none of which were|
|reporting against CSRD following changes|The Committee is responsible for reviewing, on|internal controls teams, reviewed centrally and|considered material and all of which were|
|announced during the year and the ongoing|behalf of the Board, the effectiveness of the|audited on a sample basis by the internal audit|effectively managed through the Group’s|
|efforts made to prepare for compliance. In this|Company’s internal controls and the assurance|function, and reported to the Committee.|information security programme. The Company|
|regard, the Committee considered the Company’s|procedures relating to the Company’s risk|Having reviewed the process by which|regularly monitors its information security KPIs|
|roadmap to achieve compliance with CSRD, as well|management system. The Group has a culture of|management assessed the control environment,|to ensure a process of continual improvement|
|as proposed approaches to Double Materiality.|effective risk management and risk aware decision|in accordance with the requirements of the|and development, and, in 2025, an external|
|Looking ahead, the Committee will continue to|making is embedded in our key processes.|Guidance on Risk Management, Internal Controls|information security maturity assessment was|
|review upcoming regulations that might affect|During the year, the Committee reviewed the|and related Financial and Business Reporting|undertaken to evaluate progress against the|
|the Company’s future ESG assurance and|process by which significant current and emerging|published by the FRC, the Committee confirms|multi‑ year maturity objectives set in 2020. The|
|reporting obligations, which are monitored by|risks had been identified by management and the|that it has assessed the Company’s risk|findings were positive, demonstrating strong and|
|management and considered by the Committee|Board, and the key controls and other processes|management and internal controls framework,|sustained improvements in IT security maturity|
|on an ongoing basis.|designed to manage and mitigate such risks, including the assurance provided by the internal audit function, the external auditors and other oversight from management and the Board.|and has determined that it operated effectively for the 2025 financial year. Where specific areas for improvement were identified, mitigating alternative controls and processes were in place.|across all entities within scope. Recognising the fast‑ evolving nature of cyber threats and regulatory expectations, the Company remains committed to further enhancing and|
|The Board monitors and approves the Group’s|External assurance reviews, which are focused on|Further information on risk management and|strengthening its cyber security programme to|
|risk management and internal control systems|the maturity of the Group’s risk management|internal controls is included in the Corporate|ensure that its controls and capabilities remain|
|and keeps their effectiveness under review. A detailed summary of the Company’s risk|procedures, are held every five years, with the latest taking place in 2022.|governance report on pages 90 and 91. Additional information concerning the Group’s approach to risk management and the principal risks and|fit for purpose and support the ongoing resilience of the Group’s systems and operations.|
|management framework is set out in the Principal|The Committee monitored the effectiveness of|uncertainties that it faces can also be found on||
|risks and uncertainties section on pages 64 to 72 of this report. This is built around the Company’s risk appetite, as set by the Board, which guides|the internal controls framework through reports from the CFO, the Group Financial Controller, the Head of Internal Audit and Risk and the external|pages 64 to 72.||
|management to proactively identify, monitor, and|auditors. In particular, the Committee considered|Cyber security and data privacy remained key||
|manage the material and emerging risks that|the scope and results of the work of the internal|priorities for the Committee in 2025, reflecting the||
|could impact Bunzl. During 2025, the Committee|audit function, the findings of the external|increasing complexity of the threat landscape and||
|continued its regular review of risk reporting to|auditors in relation to the year end audit,|the critical role of technology in the business.||
|ensure the balance between risk and opportunity|management’s assessment of fraud risk, the|Updates and training on cyber and information||
|remained in line with the Group’s risk appetite|controls over the Company’s financial|security were provided at Committee meetings||
|and tolerance.|consolidation and reporting process, treasury|by the Group Chief Information Officer, Mark||
|Once the Company’s material and emerging risks|controls, tax risks and the process for monitoring|Jordan. Training sessions held at every Committee||
|have been identified and included in its risk|the ongoing performance of the Company. It is|meeting covered a range of topics, including how||
|profile, the Group’s internal control environment is designed to provide ongoing protection from|the responsibility of management to provide confirmation that the controls and processes are|to understand, manage and reduce cyber risk,||
## ESG and non-financial reporting and assurance
financial and ESG reporting
## Risk management and internal control
## Cyber risk
---
Preparation for compliance with Provision 29 of the 2024 Code
The updated Provision 29, which applies to financial years beginning on or after 1 January 2026, requires boards to make an annual declaration in the Annual Report as to the effectiveness of all material controls as at the balance sheet date. This covers controls relating to financial and non-financial reporting, operational activities, and compliance. The declaration must also include a description of any material controls which have not operated effectively as at the balance sheet date, the action taken, or proposed, to improve them and any action taken to address previously reported issues.
Throughout the year, the Committee continued to oversee management’s preparations to ensure readiness for compliance with Provision 29. This work, examples of which are set out below, has focused on clearly defining and identifying material controls, enhancing their design and operation, and embedding year-round monitoring to support robust, meaningful reporting.
Review of the Material Controls Risk and Control Matrix ('RACM')
The Committee oversaw a comprehensive review of the RACM to assess its alignment with the Group’s principal risks and associated reporting processes, drawing on internal audit testing and management attestations. The findings were presented to the Committee and resulted in amendments to two controls and the addition of one new control. The review also identified a small number of opportunities to further strengthen certain processes. Work with control owners commenced in 2025 to address these enhancements and perform dry-run testing of control effectiveness, supported by a focused review conducted by the internal audit team.
Adoption of a Material Controls Policy
The Committee considered and recommended to the Board for approval a new Material Controls Policy that: (i) sets out the methodology for identifying and managing material controls (criteria, linkage to principal risks and disclosures); (ii) aligns the Material Controls Policy with the existing Risk Management Policy; and (iii) integrates the Internal Controls Essentials programme and similar functional frameworks to avoid duplication and to standardise evidence expectations.
Covering financial, operational, reporting and compliance domains, the Material Controls Policy also clarifies accountability among management, risk owners and the Committee for ongoing monitoring and the annual review of material controls.
Governance updates
To reflect the enhanced responsibilities introduced by Provision 29, the Committee’s terms of reference were updated in 2025 to explicitly reference material controls and the associated Board declaration. This update has strengthened the governance structure by clearly delegating authority to the Committee and expanding its remit in relation to risk management and internal controls.
The Committee is satisfied that the prepatory work undertaken during the year has further strengthened the Group’s control environment and enhanced the visibility and oversight of material controls. Based on the progress achieved to date, and the continued work planned for 2026, the Committee is confident that the Board will be well positioned to make the required declaration under Provision 29 when it becomes applicable.
CYBER: AI GOVERNANCE
As part of the Committee’s ongoing prioritisation of cyber and information security, it also oversaw Bunzl’s approach to AI during 2025. With the Committee’s support, the Group strengthened its AI governance through the adoption of updated policies, enhanced risk management measures, and reinforced oversight. The Company’s AI policy defines acceptable use and governs the use of company, supplier, and customer data within external Generative AI tools. In addition, a Data Security & AI Risk Approach was implemented across the Group to address key risks, including privacy, cyber security, regulatory compliance, and third party AI usage.
BUNZL’S CYBER SECURITY RISK MITIGATION FRAMEWORK
Identify
Know what we have, what we do, and what’s important
• Asset Management
• Business Environment
• Governance
Protect
Stop the things we should and do the basics well
• Identity Management
• Awareness and Training
• Data Security
• Information Protection
Detect
Quickly, simply, and efficiently find what needs to be stopped
• Anomalies and Events
• Detection Processes
• Security
• Continuous Monitoring
Respond
Implement processes to deal with events in real time
• Analysis
• Mitigation
• Improvements
Recover
Return to known good state and focus on continuous improvement
• Disaster Recovery
• Continuous Improvement
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AUDIT COMMITTEE REPORT continued
Internal audit
The internal audit function provides the Committee with an important means of monitoring the processes and actions to manage and mitigate those risks identified as posing the greatest threat to the Company.
The work of the internal audit function is prioritised according to the Company’s risk profile and its scope covers all systems and activities of the Group. The internal audit plan is approved by the Committee annually and is reviewed regularly thereafter to ensure that it continues to be appropriate and to enable the Committee to assess how internal audit is delivering against the plan.
The Head of Internal Audit and Risk attends and tables reports at each scheduled Audit Committee meeting, which ensures that the Committee members have the opportunity to provide real-time feedback and, where appropriate, challenge in relation to all audit-related matters. The internal audit reports include details of the audit findings, the relevant management actions required in order to address any issues arising, as well as updates on management’s progress in addressing any outstanding recommendations from previously reported findings. The reports also highlight any significant issues relating to the processes for controlling the activities of the Group and the adequacy and effectiveness of such processes.
The Head of Internal Audit and Risk has direct access to the Committee Chair, with whom a number of meetings were held during the year outside formal Committee meetings.
The quality and effectiveness of the internal audit function’s work is monitored using a variety of formal and informal inputs, including discussions with management and feedback from the external auditors.
In addition, a detailed questionnaire is circulated annually to gather feedback from a broad range of internal stakeholders, including directors and senior management at Group and business area levels who have regular contact with the internal audit function. In 2025, the Committee considered the outcome of the questionnaires and concluded that the internal audit function continued to be effective, efficient and appropriately resourced. The Committee will carry out a similar effectiveness review in 2026, ahead of an external quality assurance review in 2027.
External audit
An important part of the Committee’s work consists of overseeing the Group’s relationship with the external auditors, PricewaterhouseCoopers LLP ('PwC'). In carrying out this responsibility, the Committee applies the FRC’s 'Audit Committees and the External Audit: Minimum Standard' (the ‘Minimum Standard’), compliance with which is set out below.
Committee responsibilities
The Committee is responsible for ensuring that the three-way relationship between the Committee, the external auditors and the Company’s management is appropriate and that the independence, quality, rigour and challenge of the external audit process is upheld. The maintenance of regular dialogue between the Committee and the external auditors lies at the core of this, as outlined in the table on the next page.
The Committee also ensures that the necessary stakeholders have an opportunity to engage in the audit process and provides shareholders with opportunities to engage with the Committee Chair throughout the year. In 2025, no significant issues or concerns were raised by shareholders in relation to the external audit.
Further detail in respect of the Committee’s responsibilities in relation to the external audit is outlined on pages 105 and 106 of this report and is set out in the Committee’s terms of reference, which are available on the Company’s website, www.bunzl.com. The Committee Chair reports to the Board in relation to how the Committee has discharged its responsibilities with respect to the external audit following each Committee meeting.
Tendering
A formal and competitive tender process, led by the Committee, was undertaken in 2023 and culminated in the re-appointment of PwC as the Company’s external auditors for the 2024 financial year. The Committee anticipates that the next competitive tender will be conducted no later than 2033 in accordance with the Minimum Standard, which requires a tender every 10 years.
Each year, the Committee considers whether to continue with the Company’s current audit engagement or to carry out a formal external audit tender. As part of its decision making process, the Committee considers the outcome of its assessment of the effectiveness of the external auditors and the external audit process, the key elements of which are outlined in the table on the next page. In 2025, the Committee was satisfied with the results of its assessment and has again recommended to the Board that a resolution proposing the re-appointment of PwC as external auditors for the year ending 31 December 2026 be put to shareholders at the forthcoming AGM.
Reporting
The work of the Committee during 2025 is set out in this report, including the significant matters considered in relation to the financial statements and how these were addressed, which can be found on page 101. An explanation of the application of the Company’s accounting policies is provided in Note 2 to the consolidated financial statements.
Assessment of the external auditors and audit process
The Committee carries out an annual assessment of the Company’s external auditors and the audit process. In doing so, the Committee considers the external auditors’ independence and objectivity, together with the effectiveness of the external audit process.
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AUDIT COMMITTEE REPORT continued
CONSIDERATION ASSESSMENT OUTCOME
ASSESSMENT OF THE EXTERNAL AUDITORS’ INDEPENDENCE AND OBJECTIVITY
Conflicts of interest
• The Committee takes into account the information and assurances provided by the auditors confirming that all its partners and staff involved with the audit are independent of any links to the Company
PwC confirmed during the year that all its partners and staff complied with its ethics and independence policies and procedures which are consistent with the FRC’s Revised Ethical Standard (2024) and other relevant regulatory and professional requirements, including that none of its employees working on Bunzl’s audit hold any shares in Bunzl plc. PwC is required to provide an independence confirmation letter at the completion stage of the audit, including any relationships that may reasonably be thought to have an impact on its independence and the objectivity of the audit engagement partner and the audit staff.
The Committee remains satisfied that PwC’s independence and objectivity were not compromised by any conflicts of interest, the provision of non-audit services, nor its tenure during the 2025 external audit process.
Non-audit services
• Bunzl has a detailed policy relating to the provision of non-audit services by the external auditors which is overseen by the Committee; this policy was updated in 2025 to ensure alignment with the FRC’s Revised Ethical Standard (2024)
• Non-audit services to be performed by the auditors are assessed on a case-by-case basis to ensure adherence to the prevailing ethical standards and regulations
Principally, Bunzl uses other firms to provide non-audit services. However, if the provision of a service by the Company’s auditors is permitted and adequate safeguards are in place, it is sometimes appropriate for this additional work to be carried out by the Company’s auditors. In addition, on occasion, the external auditors may provide non-audit services to a company that is acquired by the Bunzl Group. In such circumstances, all services are ceased by the external auditors no more than three months following the completion of the acquisition.
Details of the fees paid to the external auditors in 2025 in respect of the audit and for non-audit services are set out in Note 5 to the consolidated financial statements. The fees relating to non-audit services work in 2025 equated to 6.6% of the fees relating to audit services.
Tenure
• In accordance with the Minimum Standard and The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 ('CMA Order'), the Company is required to put the external audit contract out to tender every 10 years
• In accordance with the CMA Order, the external auditors are required to rotate the audit partner responsible for the Company’s audit every five years
PwC were first appointed at the Company’s external auditors in 2014 and were re-appointed following a formal tender process in 2023. Given the continuing effectiveness of PwC in their role as external auditors, the Committee believes it is in the best interests of shareholders for PwC to remain in role for the next eight years, provided their independence, objectivity and audit quality remain satisfactory. The next competitive tender will be conducted no later than 2033, following which a new audit firm will be appointed for the 2034 audit in line with the Minimum Standard.
The current audit partner, Simon Morley, took over the position as audit partner with effect from 24 April 2024 and will hold this position until no later than the end of the external audit of the 2028 financial statements.
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AUDIT COMMITTEE REPORT continued
CONSIDERATION ASSESSMENT OUTCOME
ASSESSMENT OF THE EFFECTIVENESS OF THE EXTERNAL AUDIT PROCESS
Ongoing communication
• To ensure the effectiveness of the audit process and encourage appropriate challenge, regular open communication takes place between the Committee, the external auditors and key members of senior management
In June 2025, the Committee reviewed and approved the external auditors’ 2024 management letter and PwC presented the Committee with its detailed audit plan for the forthcoming financial year. This outlined its audit scope, planning materiality, its assessment of key audit risks, and the steps taken to address those risks. In assessing the adequacy of the audit plan, the Committee considered and, where necessary, challenged the auditors on how far the scope of the audit addresses the Board’s assessment of risks.
The Committee was provided with updates on PwC’s progress against the audit plan at subsequent Committee meetings, providing Committee members with the opportunity to ensure that any commitments were met and to challenge management and PwC, raising questions where necessary.
During the year, PwC had direct access to the Chair of the Committee, who held a number of meetings with PwC outside formal Committee meetings. In addition, private meetings were held between the Committee and PwC without management present to encourage open and honest feedback by both parties on any matters they wished to raise.
To ensure continuous improvement, the Committee also considered and discussed with PwC their own internal quality control procedures and the results of the FRC’s reviews of PwC’s audits.
Based on the results of the Committee’s ongoing audit monitoring throughout the year and the feedback received, the Committee concluded that PwC had demonstrated appropriate focus and challenge on the primary areas of the audit and had applied robust challenge and professional scepticism throughout the process, with additional measures for further enhancement encouraged.
Questionnaires
• Following the completion of the audit, those involved in the process provide feedback on PwC’s performance
• This involves the completion of a questionnaire by the Committee members, key members of senior management and those who regularly provide input into the Committee or have regular contact with the auditors
The questionnaire covered a total of 24 different aspects of the external audit process, grouped under four separate headings: the robustness of the audit process; the quality of delivery; the quality of people and service; and the quality of reporting. The responses were collated and a summary was presented to the Committee for consideration.
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BOARD SUSTAINABILITY COMMITTEE REPORT
Introduction from Peter Ventress
I am pleased to present the report of the Board Sustainability Committee (the “Committee”) for the year ended 31 December 2025.
Throughout the year, the Committee continued to provide independent oversight and constructive challenge to ensure that Bunzl’s sustainability strategy remained aligned with stakeholder expectations and responsive to an increasingly complex regulatory landscape. Sustainability remains a core element of the Group’s long term resilience, and the Committee plays an important role in overseeing, and where appropriate, challenging, the work of the Group Sustainability Committee and its sub-committees, as well as advising the Board on priorities, targets and emerging risks.
The Committee met three times during 2025, with each meeting focused on a core strategic theme: responsible sourcing, customer engagement and climate change. This structured approach allowed the Committee to engage in more in-depth reviews of the Group’s progress in these areas and consider the implications of evolving market expectations, the findings of the Group’s recent materiality assessments and wider developments in the external sustainability landscape. We received regular updates from the Head of Sustainability, the Director of Group HR and other senior leaders on progress against our strategic objectives and on emerging trends shaping our sustainability agenda.
During the year, the Committee noted the increasing maturity of the Group’s responsible sourcing activities, including the evolution of our supply chain risk management processes and ongoing enhancements to our ethical oversight programme. We also received updates on the Group’s customer engagement work, where sustainability continues to strengthen Bunzl’s commercial value proposition and support long term customer relationships across regions. The Committee welcomed management’s continued efforts to deepen engagement with customers and further articulate the ways in which sustainability supports commercial differentiation.
Climate-related matters also remained a key area of focus. The Committee received updates on progress against the Group’s near-term carbon targets, business area carbon roadmaps and the implementation of the Group’s net zero transition plan. We discussed the implications of evolving global disclosure requirements and the increasing expectations surrounding science-based targets and supplier engagement, recognising that these developments will shape the next phase of Bunzl’s climate strategy.
Across all areas, the Committee maintained its emphasis on accountability, transparency and high-quality reporting. We oversaw the continued development of data processes and disclosure practices to ensure the Group remains aligned with regulatory expectations and best practice, and that the Board is supported by clear, decision-useful information. The Committee also discussed longer-term sustainability-related opportunities and risks, with a particular focus on areas that may support the Group’s enduring commercial resilience.
Further detail on Bunzl’s sustainability strategy and performance can be found in the Sustainability report on pages 42 to 57.
The Committee’s performance and effectiveness were reviewed as part of the 2025 Board evaluation, which confirmed the Committee’s positive contribution and reaffirmed the importance of maintaining a strong link between sustainability, customer value and the Group’s long term strategic objectives. More information on the evaluation is provided on page 89.
Sustainability remains a dynamic and evolving area, and the Committee will continue to champion transparent, high-quality ESG disclosures aligned with best practice.
Peter Ventress
Chairman and Chair of the Board
Sustainability Committee
2 March 2026
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BOARD SUSTAINABILITY COMMITTEE REPORT continued
Composition
During 2025, the Committee comprised the Chairman of the Company, who chairs the Committee, and all of the independent non-executive directors. The Secretary to the Committee is the Company Secretary. The Group General Counsel, the Director of Group HR and the Head of Sustainability are also usually invited to attend Committee meetings and other senior executives are invited as required.
Board Sustainability Committee meetings
The Committee meets at least three times a year and otherwise as required.
The table below sets out directors’ attendance at the three scheduled Committee meetings held during 2025.
Meetings attended
Peter Ventress 3/3
Lloyd Pitchford* 1/1
Stephan Nanninga 3/3
Vin Murria 3/3
Pam Kirby 3/3
Jacky Simmonds 3/3
Daniela Barone Soares 3/3
Julia Wilson 3/3
* Lloyd Pitchford resigned as a director on 23 April 2025 and attended all of the Committee meetings held between 1 January 2025 and that date.
Principal responsibilities of the Committee in 2025
• Assist the Board in overseeing policies and programmes to ensure that the Company meets objectives, targets and priorities set out in the sustainability strategy
• Ensure that the Board is kept updated on key sustainability matters
• Provide recommendations to the Board on changes to Bunzl’s sustainability strategy
• Make recommendations to the Board to mitigate any sustainability-related risks identified by management
• Review the work of other Board level Committees to ensure that adequate consideration is afforded to sustainability objectives
• Provide recommendations to the Board on approval of any corporate communications with material sustainability content
• Assist the Board in its oversight of Bunzl’s conduct with regard to its obligations as a corporate citizen
The Committee's terms of reference are available on the Company’s website, www.bunzl.com.
Activities
• Received updates on Bunzl’s net zero transition plan and considered the next steps in relation thereto
• Reviewed Bunzl’s approach to supplier engagement and the progress made under its supplier engagement programme
• Considered progress made in respect of the Group’s supply chain risk assessment and the ethical auditing programme
• Discussed the Company’s performance against its ESG targets in 2025 and considered the direction of travel for those targets for 2026 and beyond
• Received an update on sustainability news and incoming EU sustainability reporting legislation
• Considered performance across the business in relation to sustainability sales activity and climate change assessments and tools
• Considered progress made on the Group’s ‘Sustainability as Competitive Advantage’ strategy
• Received an update on regional roadmaps and new technologies within the businesses, such as large electric vehicles
• Recommended the Board and Committee Diversity Policy and the Group Inclusion and Belonging Policy to the Board for approval
• Recommended the 2025 Modern Slavery Statement to the Board for approval
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BOARD SUSTAINABILITY COMMITTEE REPORT continued
Board insight into sustainability progress at Nisbets
As part of the Board and Board Sustainability Committee’s October meetings, directors visited Nisbets’ National Catering Equipment Centre, where Nisbets’ Group Director – Category, Own Brands, Global Sourcing and ESG provided an overview of the business’s established ESG programme. The presentation highlighted a wide range of initiatives, including energy-efficiency measures across warehouses, solar generation across major sites, plastic-reduction programmes, strengthened responsible sourcing practices, and enhanced colleague engagement activities, such as the ‘Nisbets in the Community’ programme.
Directors also reviewed Nisbets’ approach to supporting customers through sustainable product innovation and packaging changes, as well as its active participation in ethical-trading frameworks and its programme of supplier audits. The Committee welcomed the clarity and progress demonstrated across Nisbets’ four ESG pillars and recognised the alignment with the Group’s wider sustainability strategy.
This engagement formed an important part of the Committee’s ongoing oversight, providing direct insight into how sustainability practices are being embedded within Bunzl’s businesses and informing the Committee’s stewardship of the Group’s long term sustainability priorities.
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **110** Additional Information
## DIRECTORS’ REMUNERATION REPORT
**Introduction from Jacky Simmonds**Inevitably, however, the impact of a weaker first half performance was seen in the assessment of I am pleased to present the Directors’ the financial targets, and the threshold Earnings remuneration report for the year ended per share (‘eps’) and Return on Average Operating 31 December 2025. This is the second year Capital (‘RAOC’) required for the payment of these of the application of the policy approved by elements of bonus were not achieved. However, a shareholders in April 2024, and we have already disciplined approach to cash management across started to prepare our thinking for a review of this the year led to a modest payout for the Operating policy in 2026 in advance of the next approval. Cashflow element of the bonus. 2025 has proved to be a challenging year for the Group, particularly in major markets, and this has Despite the market and operational challenges, been reflected in significantly lower outturns from we were still able to make significant progress the Annual Bonus, which predominantly linked to with our strategic objectives. Good progress has financial performance. Despite these headwinds, been made with the digitisation of transactions it has been positive to see progress on the three and some exciting AI applications are starting long-term strategic priorities of Digital, to gain real traction. We have delivered our Sustainability and Talent. long-term supplier audit target of having 90% of our spend from high-risk countries coming from **Context of remuneration** assessed and compliant suppliers, and customer Bunzl’s performance in 2025 was strongly engagement around sustainable alternative impacted by operational issues in our largest products has been strong. There has been a business in North America, as a result of an lower investment in acquisitions following a organisational change which resulted in lost record year in 2024, but we were delighted to **Jacky Simmonds,** Chair of the Remuneration Committee business with certain customers that was not welcome eight new businesses to the Group. offset by momentum elsewhere. This meaningfully impacted the Group’s profit**Performance and reward for 2025** performance in the year and was compounded I can comfirm that the Policy operated as
# “ A more challenging year in some
further by global macroeconomic uncertainty intended in terms of quantum and performance related to tariffs. These negatively affected in 2025.
# of Bunzl’s major markets led directlybusiness and consumer sentiment and pressured
**Annual bonus** certain of Bunzl’s larger end markets. Pricing Annual bonus payments were based on a
# to lower outturns for the Executivepressures also persisted in certain cleaning and
combination of key financial measures (70%) hygiene businesses, reflecting deflation and comprising eps, return on average operating post-pandemic normalisation. Throughout the
# Directors for 2025. In 2026 we will capital (‘RAOC’) and operating cash flow, with
year, the Group has been very focused on taking 20% based on personal objectives and 10% on actions to improve performance and, Environmental, Social and Governance (‘ESG’)
# commence the review of our encouragingly, the impact of these actions
objectives. The on-target performance level for supported an improved performance in the the financial elements of the bonus for 2025 was second half compared to the first half, meaning
# Remuneration Policy with theset at, or close to, the budgeted level of
that the Group achieved the profit guidance it set performance. The personal and ESG objectives out in April 2025. The business saw good
# objective of supporting the nextselected are closely aligned to the strategic
momentum towards the end of the year, with priorities for the business and are generally business wins supporting a return to underlying measurable. The Committee conducted a detailed
# phase of Bunzl’s growth.”revenue growth, and a moderation in the rate of
review of the evidence to support the evaluation operating margin decline. of these non-financial objectives.
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **111** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
|The Committee’s evaluation of the annual bonus|or regulatory issues were identified. The|The annual bonus performance measures||
|---|---|---|---|
|targets, in the context of the performance|Committee also noted that the underlying value of|continue to be a balanced scorecard of key|While 2025 presented significant challenges,|
|challenges outlined above, resulted in a payment|the awards has been impacted by share price|financial metrics – adjusted eps, RAOC and|these have not derailed progress against the|
|of 35% of maximum for Frank van Zanten and|performance, aligning outcomes for the directors|operating cash flow. For 2026, recognising|Group’s long-term strategy. The Committee|
|37% of maximum for Richard Howes. No|with the shareholder experience.|shareholder focus, the Committee has|remains focused on ensuring that remuneration|
|discretion was applied to adjust the financial|Therefore, I can confirm that the Committee has|determined that a greater weighting should be|continues to support sustainable performance,|
|outcomes, as overall payments reflected business|determined that these awards should vest in full.|attached to them, increasing it from 70% to 85%|disciplined execution and long-term value|
|performance. The Committee is aware of the fall|More detail can be found on page 118. Once|of the total bonus opportunity. The remaining|creation as we prepare for the next phase|
|in share price over the year but believes the below|vested the awards remain subject to a two year|15% will be linked to clearly-defined strategic|of growth.|
|target annual bonus outcome is reflective of the|holding period as well as malus and clawback|non-financial goals aligned with the Group’s||
|general performance of the Company when taking|provisions.|priorities. 50% of any bonus awarded will be|Although there has been no specific engagement|
|into account the wider stakeholder experience||deferred into shares for a period of three years.|on executive remuneration this year, I would like|
|and the progress made by executives on broader||Long Term Incentives|to thank shareholders for all their support for the|
|strategic objectives. In line with the Policy, 50% of|The Committee always considers the broader|The Committee expects to make grants of|work of the Committee and for the Bunzl|
|the annual bonuses will be delivered in shares,|context of employee pay across the Group when|Restricted Shares to the executive directors and|management team. It has been very much|
|subject to a three-year deferral period.|reviewing and implementing the policy for|other participants as per the terms of the current|appreciated. I look forward to further engagement|
|Long Term Incentives|directors. It closely monitors base pay increases,|policy. For the CEO, these shares will be|in 2026 on our policy proposals.|
|The Restricted Share Awards (‘RSAs’) were|bonus awards and other pay elements. In the|equivalent to 175% of salary, and for the CFO|In the following pages you will find details of:|
|granted on 1 March 2023, immediately after the|broader context, it is worth noting that over 9,400|125% of salary. These will vest in 2029, subject to|• the ‘at a glance’ guide to executive directors’|
|publication of the results for the year ended 31|employees across the Group will receive a bonus|continued employment and the assessment of|remuneration for 2025;|
|December 2022. These vested on 1 March 2026|based on 2025 performance. As required we have|performance against the underpin. The|• the annual report on directors’ remuneration|
|based on satisfaction of a performance underpin|again disclosed in this year’s Directors’|Committee noted that the share price at grant is|for 2025, including how we will apply the|
|as measured over a three-year period to 31|remuneration report the ratio between the Chief|likely to be significantly lower than the grant price|remuneration policy in 2026; and|
|December 2025. The Committee reviewed the|Executive Officer’s remuneration and the median,|for the 2025 awards. It will assess the||
|wide range of financial and non-financial metrics|lower quartile and upper quartile of UK|appropriateness of vesting outcomes, including|• the remuneration policy in place for 2026, as|
|in the underpin with particular scrutiny this year|employees.|any potential for “windfall gains” at the point of|approved by shareholders on 24 April 2024.|
|recognising the challenges of 2025, which||vesting. As usual, it will also review all aspects of|The policy can also be viewed in the corporate|
|represented just one year of the three-year||the underpin and apply overall judgement. The|governance section of the Company’s website,|
|performance period. Specific factors considered||Committee has the discretion to scale back|www.bunzl.com.|
|in assessing “in the round” performance for this|Base salary|awards if it concludes there is material|I hope that you will find this report to be clear and|
|award included:|The base salaries for the executive directors,|underperformance and vested awards will be|helpful in understanding our remuneration policy|
|• Financial health of the business (revenue, profitability, cashflow, returns)|Frank van Zanten and Richard Howes, have been increased by 2.5%, effective from 1 January 2026.|subject to a two-year holding period.|and practices.|
|• Delivery of strategic priorities|Both these increases are in line with those||Jacky Simmonds|
||budgeted for the Bunzl plc head office and for the|The Committee continues to monitor|Chair of the Remuneration Committee|
|• Stakeholder experience|UK leadership team. The average pay awards for|developments in the executive pay landscape,|2 March 2026|
|• Progress towards ESG goals|the Group leadership team ranged from 2.5% to|both in the UK and internationally, recognising||
|Having considered these factors in the round, the|4.5% excluding currency adjustments.|Bunzl’s global footprint and the importance of||
|Committee concluded that the financial and|Annual bonus|remaining competitive while maintaining strong alignment with performance and shareholder||
|non-financial fundamentals of the Business|As per the policy approved in 2024, the on-target|value creation. It also recognises, and welcomes,||
|remain sound. As detailed above, there have been|bonus opportunity for the 2026 financial year is|the more pragmatic and performance-focused||
|some challenges in 2025 but the management|100% of salary for Frank van Zanten and 87.5% for|approach being taken by key bodies such as The||
|team were swift to address these and the H2 performance was improved. Importantly the financial performance of 2025 was not lower than that of 2022, and the longer-term trend since 2019 remains positive. No material risk, control|Richard Howes.|Investment Association. As we embark on reviewing our policy, I am looking forward to capturing the views of our investors.||
## Conclusions
## Employee pay
## Implementing the Policy for the
## 2026 financial year
## Priorities for 2026
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DIRECTORS’ REMUNERATION REPORT continued
The responsibilities and operation of the Committee
Composition, role and remit
The Committee comprises all of the independent non-executive directors of the Company. While neither the Chairman nor the Chief Executive Officer are members of the Committee, they attend meetings by invitation. The Director of Group Human Resources also attends meetings. The Committee’s terms of reference, which were reviewed by both the Committee and the Board in 2025, are available on the Company’s website, www.bunzl.com.
No director plays any part in determining his or her remuneration. During the year ended 31 December 2025, both the Chief Executive Officer and the Chairman were consulted and invited to attend meetings of the Committee but were not present during any part of the meeting when their own remuneration was under consideration.
The independent non-executive directors who were members of the Committee during 2025 are listed opposite.
The primary role of the Committee is to determine the framework and broad policy for the remuneration of the Chairman, the executive directors of the Board and the senior management group directly below Board level. The Committee proposes the directors’ remuneration policy for shareholder approval at least every three years. It also governs the implementation of the policy, ensuring that the remuneration of the executive directors and senior management supports the sustainable performance of the business and that it is aligned with the Company’s shareholders’ interests. The Committee considers market practice, shareholders’ views and the Group’s broader remuneration arrangements when setting the Group’s performance-related incentives and ensures compliance with UK corporate governance good practice.
The key responsibilities of the Committee in 2025 included:
• ensuring that executive directors and senior executives are properly incentivised to attract, retain and fairly reward them for their individual contribution to the Company, having due regard to the policies and practices applied to the rest of the employees within the Group;
• determining the framework and broad policy for the remuneration of the Chairman and the executive directors of the Board;
• monitoring the external pay landscape, recognising that the Group is a global business with a significant proportion of revenue generated in North America;
• ensuring that remuneration is aligned with and supports the Company’s strategy and performance, having due regard to the interests of the shareholders and to the financial and commercial health of the Company, while at the same time not encouraging undue risk taking;
• communicating and discussing any remuneration issues with the Company’s stakeholders as and when appropriate;
• setting and reviewing the executive directors’ remuneration and benefits including, but not limited to, base salary, bonus, long term incentive plans and retirement benefits;
• ensuring that all remuneration paid to the executive directors is in accordance with the Company’s previously approved remuneration policy;
• ensuring all contractual terms on termination, and any payments made, are fair to the individual and the Company;
• monitoring the policies and practices applied in respect of the remuneration of senior executives directly below Board level and making recommendations as appropriate;
• overseeing the Company’s long term incentive plans for all employees; and
• ensuring that provisions relating to disclosure of remuneration as set out in the relevant legislation, the Financial Conduct Authority’s Listing Rules and the Code are fulfilled.
Committee membership
Date of appointment to the Committee
Jacky Simmonds 1 March 2023
Lloyd Pitchford* 1 March 2017
Stephan Nanninga 1 May 2017
Vin Murria 1 June 2020
Pam Kirby 1 August 2022
Daniela Barone Soares 16 December 2024
Julia Wilson 16 December 2024
* Lloyd Pitchford stepped down as a director at the AGM in April 2025
Meetings
Meetings eligible to attend Meetings attended
Jacky Simmonds 3 3/3
Lloyd Pitchford* 1 1/3
Stephan Nanninga 3 3/3
Vin Murria 3 3/3
Pam Kirby 3 3/3
Daniela Barone Soares 3 3/3
Julia Wilson 3 3/3
* Lloyd Pitchford stepped down as a director at the AGM in April 2025
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Bunzl plc Annual Report 2025
Strategic Report
Directors’ Report
Financial Statements
Additional Information
DIRECTORS’ REMUNERATION REPORT continued
2025 Remuneration at a glance
1. ELEMENTS OF REMUNERATION FOR OUR EXECUTIVE DIRECTORS
Salary + Pension and other benefits + Bonus: Cash + Deferred bonus shares typically vest after three years + Restricted Share Awards ('RSAs') vest after three years = Total remuneration
Remuneration principles
• Materially differentiate reward according to performance
• Reward competitively to attract and retain the best talent
• Breakdown of fixed and variable pay to be appropriate to each role
• Framework to be transparent with clear line of sight from performance to individual outcomes
2. ALIGNMENT OF PERFORMANCE AND REMUNERATION 2025
Annual bonus
To motivate and reward the achievement of the Company’s strategic and operational objectives
Eps
Linked financial KPI: eps 30%
RAOC
Linked financial KPI: RAOC 15%
Operating cash flow
Linked financial KPI: cash conversion 25%
Non-financial strategic goals
Payable to the executive directors in relation to agreed non-financial strategic goals
Frank van Zanten 20%
Richard Howes 20%
ESG goals
Frank van Zanten 10%
Richard Howes 10%
Total bonus opportunity/result
Frank van Zanten 100%
Richard Howes 100%
Restricted Shares
To motivate and reward performance linked to long term success
RSA 100%
3. SUMMARY OF EXECUTIVE DIRECTORS’ REMUNERATION IN 2025
Chief Executive Officer
Frank van Zanten (£000)
Chief Financial Officer
Richard Howes (£000)
1,380.5
1,825.5
1,010.0
1,010.0
738.9
1,340.6
2,111.0
1,340.6
724.2
1,055.3
723.9
525.4
444.4
738.2
738.2
Salary+benefits+pension Bonus RSA
4. HIGHLIGHTS OF WIDER WORKFORCE REMUNERATION IN 2025
542 leaders across the Group receive share awards as part of their remuneration
c.14,750 people benefit from the opportunity to participate in all-employee share plans
c.12,900 people have an element of performance related pay in their remuneration with 73% receiving a bonus
Total opportunity Result
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**Directors’ Report** **Bunzl plc** Annual Report 2025 Strategic Report Financial Statements **114** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
# Annual report on directors’ remuneration
This report sets out the elements of remuneration paid to, or earned by, the directors in respect of the financial year 2025.
**Sub-total of Sub-total of** **Pension** **Bonus** **RSA Total fixed pay variable pay** **£000** **£000** **£000 £000 £000 £000**
|2025|2025|
|---|---|
|1,340.6|1,748.9|
|738.2|969.8|
|2,078.8|2,718.7|
2024 **2025** 2024 **2025** 2024 **2025** 2024
51.7
**738.9** 1,825.5
**1,010.0** 1,380.5 **3,089.5** 4,543.0
33.7
**444.4** 1,055.3
**525.4** 724.2 **1,708.0** 2,503.4
85.4 **1,183.3** 2,880.8
**1,535.4** 2,104.7 **4,797.5** 7,0 4 6.4
a) The figures above represent remuneration earned by executive directors during the relevant financial year including the full bonus, half of which is paid as cash and half of which is deferred under the Deferred Annual Share Bonus Scheme (‘DASBS’). Awards of options relating to the 2024 deferred bonus were granted in 2025 as shown in the table on page 119 and the awards of options relating to the 2025 bonus will be granted in 2026.
b) The annual bonus for 2025 was determined according to a formulaic calculation in respect of adjusted eps, RAOC and operating cash flow measures, while the Committee used its judgement to assess performance of individual objectives (20% of the bonus) and ESG
c) Benefits provided for Richard Howes include a car allowance and family medical insurance coverage. Benefits provided for Frank van Zanten include an education allowance, a hybrid working allowance (to cover ad-hoc home, secretarial support and security), a car & IT
d) The 2024 RSA figure has been restated. The share price used to calculate the value of the 2022 RSA awards which vested in 2025 has been updated to reflect the mid-market share price on the vesting date of 4 March 2025 (3,036p). In last year’s report, an estimated vesting
e) Due to the decrease in the share price, the total long term incentive figures have decreased by £233,767 for Frank van Zanten and by £71,088 for Richard Howes in 2025. The 2025 RSA figure is based on the 2023 Restricted Share Awards which vested at 100% on 1 March
2026. The value is estimated based on the average share price of 2,251p between 1 October 2025 and 31 December 2025. The 2025 RSA figure will be updated in the 2026 Directors’ Remuneration Report to reflect the actual closing mid-market share price on 2 March 2026,
## Single total figure of remuneration 2025 (audited information)
**Executive directors**
**Salary Taxable benefits** **£000 £000** **2025** 2024 **2025** 2024 **2025** Frank van Zanten **1,055.5** 1,034.9 **232.3** 250.4 **52.8** Richard Howes **686.5** 673.0 **17.4** 17. 2 **34.3** Total **1,742.0** 1,707.9 **249.7** 267.6 **87.1** Notes
objectives (10% of the bonus). No discretionary adjustment was applied.
allowance and family medical costs.
price was used based on the three-month average share price to 31 December 2024 (3,480p).
the first working day after the vesting date of 1 March 2026.
f) The pension contributions for executive directors were delivered as monthly cash payments in lieu of pension. **Non-executive directors**
**Board fees** **£000** **2025** 2024 Peter Ventress – Chairman **427.5** 419.0 Vanda Murray **–** 26.0 Lloyd Pitchford **26.2** 81.5 Stephan Nanninga **83.0** 81.5 Vin Murria **83.0** 81.5 Pam Kirby **83.0** 81.5 Jacky Simmonds **83.0** 81.5 Daniela Barone Soares **83.0** 3.8 Julia Wilson **83.0** 3.8 Total **951.7** 860.1 Notes
b) Vanda Murray stepped down from the Board on 24 April 2024.
c) Lloyd Pitchford stepped down from the Board on 23 April 2025.
d) Daniela Barone Soares and Julia Wilson were appointed to the Board on 16 December 2024.
**2025** **–** **–**
**7.6** **–** **–**
**21.8**
**24.0** **–**
**16.5**
**69.9** **Committee Chair/**
**SID fees** **£000** 2024 –
14.3
23.0 – –
14.9
15.8 – –
68.0
**Taxable payments/ expenses Total** **£000 £000** **2025** 2024 **2025** 2024
**0.5** 0.3 **428.0** 419.3 **–** 0.4 **–** 40.7 **–** 0.9 **33.8** 105.4
**19.0** 6.4 **102.0** 87.9
**3.3** 3.0 **86.3** 84.5
**0.1** 0.2 **104.9** 96.6
**4.0** 2.0 **111.0** 99.3
**3.3** – **86.3** 3.8
**1.8** – **101.3** 3.8
**32.0** 13.2 **1,053.6** 941.3
a) Taxable payments/expenses for non-executive directors are costs incurred for travel and accommodation in order to attend Board meetings. These costs have been grossed up to include the relevant income tax payable where applicable.
---
**Directors’ Report** Financial Statements **115** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
## Payments for loss of office (audited information)
No payments were or are to be made to directors in respect of loss of office.
## Payments to past directors (audited information)
No payments were or are to be made to former directors.
||With effect from 1 January 2025|
|---|---|
||£427,500 £83,000 £21,800 £24,000 £24,000|
## Malus and Clawback
As detailed in the Policy (page 129), malus and clawback may be applied to bonus and RSA awards in cases such as material misstatement, performance assessment errors, significant risk or control failings, misconduct, corporate failure, reputational damage, or material management failure. The discovery period is three years from the end of the performance period for bonus and deferred bonus, and three years from vesting for RSA awards. These periods reflect the Company’s risk profile and allow sufficient time for issues to surface. No malus or clawback was applied during 2025.
## Executive directors’ annual salary (audited information)
As disclosed last year, executive directors’ salaries were reviewed with effect from 1 January 2025 in accordance with normal policy and were increased taking into account the average salary increases for employees across the Group. **Salary from** Salary from Increase in **1 January** 1 January salary 2025 2024 2024 to 2025 Frank van Zanten **£1,055,547** £1,034,850 2.0% Richard Howes £686,460 £673,000 2.0%
Executive directors’ salaries were also reviewed with effect from 1 January 2026 and the increases awarded are shown on page 123.
## Executive directors’ external appointments
During 2025, Frank van Zanten served as a non-executive director of Ahold Delhaize N.V. and Richard Howes served as a non-executive director of Smiths Group plc. During the year, Frank van Zanten retained fees of €185,000 from Ahold Delhaize N.V. and Richard Howes retained fees of £119,998 from Smiths Group plc.
## Non-executive directors’ fees (audited information)
The Chairman and non-executive directors’ fees were reviewed with effect from 1 January 2025 in accordance with the normal fees policy.
Fees Increase in paid in fees 2024 2024 to 2025 Chairman’s fee £419,000 2.0% Non-executive director fee £81,500 1.8% Supplements: Senior Independent Director £21,800 – Audit Committee Chair £23,000 4.3% Remuneration Committee Chair £23,000 4.3%
The Chairman’s and non-executive directors’ fees were reviewed with effect from 1 January 2026 and the increases awarded are shown on page 124.
## Performance against annual bonus targets (audited information)
The bonus measures for 2025 were Group adjusted eps, RAOC, operating cash flow, personal performance on strategic objectives and specific objectives related to ESG matters. The maximum bonus achievable was 200% of salary for Frank van Zanten and 175% for Richard Howes. The results for 2025 reflect the general performance of the Company.
## Group performance (70%)
**Actual outturn** **at constant** **calculated maximum** **% of** **Weighting Scorecard performance metric Threshold Target Stretch exchange rates bonus** 30% Adjusted eps (p) 188.4 198.3 208.2 181.7 – % of target 95.0% 100.0% 105.0% 91.6% % salary – Frank van Zanten 15.0% 30.0% 60.0% – % salary – Richard Howes 13.1% 26.3% 52.5% – 15% RAOC % 37.6% 39.6% 41.6% 37.2% – % of target 95.0% 100.0% 105.0% 93.9% % salary – Frank van Zanten 7.5% 15.0% 30.0% – % salary – Richard Howes 6.6% 13.1% 26.3% – 25% Operating cash flow (£m) 823.7 867.1 910.5 842.8 36% % of target 95.0% 100.0% 105.0% 97.2% % salary – Frank van Zanten 12.5% 25.0% 50.0% 18.0% % salary – Richard Howes 10.9% 21.9% 43.8% 15.7% **Total 13%** Notes
a) The adjusted eps outturn for 2025 (179.3p) calculated at the exchange rates used in setting the 2025 target is 181.7p.
b) The actual outturn calculated at constant exchange rates is the actual result of the relevant measures retranslated at the exchange rates used in setting the target for that measure.
---
DIRECTORS’ REMUNERATION REPORT continued
Non-financial strategic goals (30%)
Following a review of performance against specific personal objectives for 2025, the Committee determined the bonus percentages payable to the executive directors in relation to the non-financial strategic goals. The specific objectives, and the related evaluation of performance, are shown in the table below:
Frank van Zanten – Chief Executive Officer
Non-financial objectives (20% of bonus)
Evaluation
• Accelerate the progress of the digital agenda across the Group, including further increasing the % of sales orders and supplier invoices transacted digitally via websites, EDI or other electronic means. In addition, maximise the use of AI by ensuring that specific pilot projects receive the necessary leadership resource and support, and that the learnings are shared rapidly so that tools can be scaled up across the Group.
• Continue to drive the progress of Own Brand sales as a driver of margin improvement and profit performance, measured as an increased % of total sales vs 2024. Ensure that the local sales teams have the necessary capability to maximise the contribution of Own Brand and that learnings on the Own Brand development and sales processes are effectively shared across the Group.
• Further build the necessary leadership bench strength to support the future growth of the Group. Specifically, ensure that there is good medium- and long-term succession to the leadership team and a strong pipeline of leaders at country/operating company level. Continue to champion the investment in leadership development activities and maximise the return on the investment in the 2025 Global Conference.
• Digital statistics have improved and now stand at 76% for sales orders (75% last year) and 66% for supplier invoices by value (61% last year). A specific programme has been initiated to accelerate progress in the application of AI including workstreams on data readiness, creation of the AI engine and sales enablement. Pilots are live in every region and additional prototypes (e.g. AI chatbot for customer service) have been developed and showcased across the Group.
• Own Brand as % of sales has increased over 2025 from 28% to 30% of total revenue and this continues to be a focus going forward. The Distribution business in North America has continued to focus on Own Brand development and learnings were shared by their team at the Global Conference.
• Some movement in the leadership population has created opportunities for several high-potentials at CEO-2 level to broaden their experience. Significant progress has been made with developing the pipeline in early to mid-career with a higher volume of external hiring (e.g. North America). The key focus of leadership development activity has been portfolio management and a new programme will be piloted in 2026. The Conference received overwhelmingly positive feedback and accelerated collaboration across the Group.
% of base salary awarded 34.0%
% of maximum 85%
Richard Howes – Chief Financial Officer
Non-financial objectives (20% of bonus)
Evaluation
• Further enhance the cost and performance-focused culture in Bunzl including for new acquisitions. Establish and monitor cost efficiency programmes across the Group with reference to budget assumptions and ensuring a heightened focus on key financial metrics across the Group, sharing approaches and undertaking training with Finance teams where necessary.
• Agree with each business area their Vision for 2030 and the operating model for Finance. Establish the operating plan to deliver the Vision by 2030 and establish the process for monitoring the development of the cost of Finance. Undertake a similar process to assess the cost of IT services across the Group.
• Establish a revised approach to Internal Controls Essentials programme, optimising the scope of activities including the financial integration of new acquisitions from a compliance standpoint. Define an approach to ensure that the Group meets the requirements of the UK Corporate Governance code for 2026 and deliver the milestones for 2025. Connected to this, agree the 2030 Vision for Internal Audit with the Audit Committee.
• Good progress was made during the year, with internal financial control operating testing completed for 98% of in-scope controls by February 2026 as part of the Internal Control Essentials programme. The pass rate has improved significantly year on year. Significant progress was made on the Group’s approach to the revised internal control and risk requirements of the UK Corporate Governance code applicable for the 2026 financial year. Material controls were identified, pilot testing undertaken and a new Material Controls policy and cadence of reporting for 2026 was approved by the Board. A revised 5 year Internal Audit strategy was finalised which included important risk based changes to scope and audit frequency together with investment in the Internal Audit function such as a new audit hub in Brazil. This was approved by the Audit Committee and used as a basis for the 2026 internal audit plan.
% of base salary awarded 33.3%
% of maximum 95%
---
**Directors’ Report** Financial Statements **117** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
**ESG objectives – shared objectives (10% of bonus) Evaluation**
- Ensure that the assessment and auditing • 93% of 2025 spend in high risk countries now comes programme in high-risk countries inside and from assessed and compliant suppliers. The Audit outside of Asia is further expanded, taking it to programme for 2026 onwards has been redesigned, 90% of 2025 spend coming from assessed and engaging all relevant stakeholders before gaining compliant suppliers. approval from the leadership team. This will be
communicated in our modern slavery statement.
- Deliver a 2.5% reduction in absolute emissions • There has been a small increase in overall emissions (Scope 1 & Scope 2). Deliver an increase in the (0.6%). The increase caused by emissions of acquisitions proportion of suppliers (by emissions in our (not included in the 2022 re-baseline) in the reporting target boundary) with Science Based targets year is approximately 3.7%. The reduction achieved by (from 2024 outturn position). the 2024 ‘base business’ is therefore 3.1%.
- The KPI set for the proportion of suppliers with science-based targets has been exceeded, achieving a 44% against the stretched target of 40%. Over 70% of suppliers are now fully registered on the Avetta platform, despite adding over 200 new suppliers mid-year.
- Ensure that the Head of Sustainability and the • More than 300 customers were engaged across the regional sustainability teams create regional five regions. Several notable commercial results were customer engagement plans across three delivered with new contracts won, or existing contracts groups of large customers during 2025 – (a) extended (see page 55). The perception of our existing customers with limited potential for sustainability expertise in senior sales teams was increased share of wallet where the objective is significantly improved. to retain business (b) existing customers where we can increase share of wallet and revenues and (c) new target customers where sustainability credentials can be used as a starting point for engagement.
- Continue to drive initiatives that lead to more • The % of women in leadership roles remained at 25% in women in leadership roles over time. Maintain 2025. Mentoring activity has been further expanded the current % of females in leadership roles over the year and Employee Resource Groups including (25%) and visibly support initiatives around Inspiring Women in Bunzl are thriving. Dedicated CEO inclusion and belonging such as employee Listening Groups for females and ethnically diverse resource groups, mentoring initiatives, the Great colleagues from across Bunzl have continued Place to Work survey and dedicated listening successfully. The “fairness” questions in GPTW (“People sessions with a cross-section of employees. here are treated fairly regardless of…”) remained very
high scoring across all dimensions (83-92% positive) and “I can be myself around here” scored 81% positive. **% of base salary awarded Frank van Zanten – 18.0% Richard Howes – 15.8%** **% of maximum 90% 90%**
When assessing performance and outcomes the Committee was mindful of the Company’s general performance and stakeholder experience. The outcomes are considered appropriate in light of a challenging year for business performance. Accordingly, the total payments under the annual bonus plans were: **Total bonus payment (cash and deferred shares) as a % of salary** **2025** 2024 2023 2022 2021 **%** % % % % Frank van Zanten **70.0** 176.4 161.8 176.4 176.4 Richard Howes **64.7** 156.8 143.8 156.8 155.2
The monetary values of the bonus payments for 2025 and 2024 are included in the table on page 114. The deferred portion of the bonus is 50% of the total and is delivered under DASBS awards which vest after three years and are subject to continued employment. The total bonus payment for Frank van Zanten represents 35% of the maximum bonus and the total bonus payment for Richard Howes represents 37% of the maximum bonus.
---
**Directors’ Report** Financial Statements **118** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
## Restricted Share Awards with underpin assessment period ending in 2025
**(audited information)** **LTIP – 2023 Restricted Share Awards** The annual grant of Restricted Share Awards was made under the 2021 Policy on 1 March 2023. These awards vest after three years subject to the achievement of an underpin (assessed for the year ended 31 December 2025) and continued service. After each completed financial year during the three year underpin assessment period, the Committee considered carefully and documented progress towards achieving the underpin. Performance versus the underpin was reviewed in 2023 and 2024 and the Committee also looked carefully at the summary of performance in 2025. As context, it noted that the period 2023–2025 was impacted by significant product price deflation following a period of supply chain disruption and significant product price inflation during and immediately after the Covid 19 period (2020–2022). It also noted that the long-term profit growth of the Group since 2019 has been significant. The Committee concluded that the conditions of the underpin for the three-year period have been satisfied, based on the following key points:
- The longer term business performance has been strong;
- Notwithstanding the impact in 2025’s financial performance, there has been good progress on all key strategic priorities, including ESG;
- There have been no material risk issues or regulatory failures;
- The underlying value of the RSA is contingent on share price performance and so participants are directly aligned with the shareholder experience. The 2023 RSAs have a lower value at vesting when compared to the equivalent 2022 RSA awards which vested last year, as shown in the single total
||FACTORS TO BE CONSIDERED (NOT LIMITED TO) IN ASSESSING THE RSA UNDERPIN|
|---|---|
|Financial health of the business, considering key financial indicators|• Revenue growth • Operating margin • Adjusted earnings per share • Return on capital (RAOC/ROIC) • Cash conversion • Balance sheet strength|
|Strategic priorities|Delivery of key strategic objectives over the vesting period including operational and individual performance|
|Stakeholder experience|Consideration of our key stakeholders including employees, customers, suppliers and shareholders|
|ESG progress|Progress towards key achievement of ESG objectives including climate change ambitions, ethical supply, investing in our people and diversity|
figure table.
**Number of awards vesting Estimated** **Number of Underpin (incl. dividend value of award** Date of grant shares granted achieved **equivalents) vesting** Frank van Zanten 1 March 2023 41,682 Yes 44,870 £1,010,024 Richard Howes 1 March 2023 21,682 Yes 23,340 £525,383 Notes
a) The Restricted Share Awards were granted under the LTIP Part B on 1 March 2023 at a share price based on the average of the closing mid-market share price on the 60 calendar days prior to the grant of the award (2,984p).
b) The estimated vesting value is based on the three-month average of the closing mid-market share price to 31 December 2025 (2,251p). The value will be updated in the 2026 Directors’ Remuneration Report to reflect the actual closing mid-market share price on 2 March 2026, the first working day after the vesting date of 1 March 2026. Vested awards are subject to a further two-year holding period.
c) The 2022 Restricted Share Awards vested on 4 March 2025. In last year’s report, the vesting values were estimated based on the three-month average share price to 31 December 2024. The vesting values have been restated in the single figure table using the closing mid-market share price on the vesting date of 4 March 2025 (3,036p).
## Total pension entitlements (audited information)
Value of cash **Total** allowance in **pension**
Frank van Zanten £52,777 **£52,777** Richard Howes £34,323 **£34,323**
## Share Awards granted in 2025 (audited information)
**Restricted Shares** In 2025 a single grant of RSAs was made on 11 April 2025 in accordance with the policy as approved at the 2024 AGM. **LTIP interests awarded during the financial year (audited information)** **Date of Basis of Face value Number of Performance** **Award Type grant RSA award £000 shares period end date** Frank van Nil-Cost Options 11 April 175% 1,847.2 59,167 31 December Zanten 2025 of salary 2027 Richard Nil-Cost Options 11 April 125% 858.1 27,484 31 December Howes 2025 of salary 2027 Notes
a) The number of awards is calculated using the average of the closing mid-market share price over the dealing days that fell within the 60-day period immediately preceding the grant of the awards.
b) The RSA award was granted under the 2024 LTIP Part B on 11 April 2025 at a value of 3,122p per share.
c) The RSA is subject to an underpin, as detailed below. If the underpin during the performance period for assessment is met, then 100% of the award will vest. Alternatively, if the underpin has not been satisfactorily met in full, then the award may be scaled back or lapse in exceptional circumstances. The extent to which the Restricted Share Award, granted as nil-cost options, may vest is subject to a performance underpin which will be closely reviewed by the Committee before these awards vest in 2028 as follows:
Vested awards are subject to a two-year holding period.
---
**Directors’ Report** Financial Statements **119** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
**Deferred share awards awarded during the financial year (audited information)** **Face value Number of Normal** **Award Type Date of grant Basis of share award £000 shares Vesting date** Frank van Nil-Cost Options 10 March 50% 912.7 29,672 1 March Zanten 2025 of 2024 Bonus 2028 Richard Nil-Cost Options 10 March 50% 527.6 17,153 1 March Howes 2025 of 2024 Bonus 2028 Notes
a) The number of awards is calculated using the closing mid-market share price on the day preceding the grant date (3,076p).
b) Deferred bonus awards vest on the 1 March in the third calendar year after the calendar year in which they were granted, subject to
|Total number of awards (shares) at 31 December|2025|
|---|---|
||– 27,959 25,529 29,672 83,160|
||– 16,298 14,755 17,153 48,206|
continued service only.
## Shareholder dilution
In accordance with The Investment Association’s Principles of Remuneration (as published in October
2024) and the rules of the Company’s share schemes, the Company is permitted to satisfy awards to employees under its share plans with new issue shares or shares issued from treasury, up to a maximum of 10% of its issued share capital (adjusted for share issuance and cancellation) in a rolling 10-year period. Within this 10% limit, the Company is only permitted to issue (as newly issued shares or from treasury), 5% of its issued share capital (adjusted for share issuance and cancellation) to satisfy awards under executive (discretionary) plans. As well as the LTIP, the Company operates various all employee share schemes as described on page
128. Newly issued shares are currently used to satisfy the exercise of options under the Bunzl plc Sharesave Scheme and the International and Irish Sharesave Plans. Awards of executive options, performance share awards and RSAs made under the LTIP are principally satisfied by shares delivered from the Employee Benefit Trust which buys shares on the market, unless security laws in relevant jurisdictions prevent this.
**Cumulative options and awards granted as a percentage of issued share capital as at** Limit on awards **31 December 2025** 10% in any rolling 10 year period (all plans) 1.0% 5% in any rolling 10 year period (executive (discretionary) plans) 0.2%
## Additional information on directors’ interests (audited information)
Details of the executive directors’ interests in outstanding share awards under the DASBS, LTIP and all employee share plans are set out below. **Deferred share awards as at 31 December 2025** The awards granted to each director of the Company and any director with an interest in the Company under the DASBS are set out in the table below. Further information relating to the deferred bonus is provided on pages 126 and 127. Monetary Awards Shares Shares value of (shares) held at 1 January awarded during vested during Normal Share price at grant Market price at vesting awards vested 2025 2025 2025 vesting date p p £000 Frank van Zanten 27,124 28,889 01.03.25 2,969 3,072 887 27,959 01.03.26 2,964 25,529 01.03.27 3,153 29,672 01.03.28 3,076 **Total 80,612 29,672 28,889** Richard Howes 15,651 16,669 01.03.25 2,969 3,072 512 16,298 01.03.26 2,964 14,755 01.03.27 3,153 17,153 01.03.28 3,076 **Total 46,704 17,153 16,669** Notes
a) The deferred element of the 2025 annual bonus plan as shown on page 114 is not included in the table above as the appropriate number of shares have not yet been awarded. No shares lapsed during the year.
b) The DASBS vested during 2025 include dividend equivalents accrued over the vesting period.
c) The DASBS awarded during 2025 relate to 50% of the bonus for 2024 and are structured as nil-cost options, with the number of shares being determined by reference to the mid-market closing share price on the day preceding the grant date. The face value of
d) the DASBS awards on the grant date 10 March 2025 was £912,711 for Frank van Zanten and £527,626 for Richard Howes. Frank van Zanten exercised 28,889 DASBS granted in 2022 (including related dividend equivalent shares) on 22 April 2025 following vesting with a total value of £887,470 based on the vesting share price and a total gain of £671,857 based on the exercise share price of 2,326p.
e) Richard Howes exercised 16,669 DASBS granted in 2022 (including related dividend equivalent shares) on 23 April 2025 following vesting with a total value of £512,072 based on the vesting share price and a total gain of £404,373 based on the exercise share price of 2,426p.
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **120** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
**LTIP Restricted Share Awards – LTIP Part B** The tables below show the number of executive share options and restricted share awards (‘RSAs’) held**Awards Market Lapsed Exercised Market Awards** by the executive directors under the LTIP during 2025 with shaded details indicating options that have **(shares) Shares price per awards awards price per (shares)** **held at awarded share at (shares) (shares) share at Value at held at 31** vested. **1 January during Award award during during exercise exercise December** **2025 2025 date p 2025 2025 p £000 2025** **Executive share options – LTIP Part A** **Vested options**Frank van **Options held at Exercise Options held at** Zanten 42,693 – 01.03.22 2,751 – 45,471 2,326 1,057 **–** **1 January Grant price exercisable 31 December** **2025 date p between 2025**41,682 – 01.03.23 2,984 – – – – **41,682**
|34,946|02.03.17|2,335|02.03.20–01.03.27|34,946|
|---|---|---|---|---|
|42,782|01.03.18|1,955|01.03.21–29.02.28|42,782|
|35,010|31.08.18|2,389|31.08.21–30.08.28|35,010|
|34,978|28.02.19|2,375|28.02.22–27.02.29|34,978|
|39,427|11.09.19|2,107|11.09.22–10.09.29|39,427|
|48,225|10.03.20|1,840|10.03.23–09.03.30|48,225|
|37,096|09.09.20|2,392|09.09.23–08.09.30|37,096|
Frank van Zanten 40,398 – 01.03.24 3,202 – – – – **40,398** 17,110 – 01.05.24 3,024 – – – – **17,110** 59,167 11.04.25 3,122 – – – – **59,167** **Total 141,883 59,167 – 45,471 158,357** Richard Howes 26,205 – 21.04.21 2,489 – 26,205 2,426 636 **–** 22,398 – 01.03.22 2,751 – 23,855 2,426 579 **–** 21,682 – 01.03.23 2,984 – – – – **21,682** **Total 272,464 272,464** 21,018 – 01.03.24 3,202 – – – – **21,018** Notes
a) The mid-market price of a share on 31 December 2025 was 2,076p and the range during 2025 was 2,072p to 3,452p.5,563 – 01.05.24 3,024 – – – – **5,563**
b) Executive share options are structured as market value options.27,484 11.04.25 3,122 – – – – **27,484**
c) Richard Howes holds no executive share options.
**Total 96,866 27,484 – 50,060 75,747** Notes
a) Restricted Share Awards for executive directors are structured as nil-cost options.
b) Frank van Zanten exercised 45,471 RSAs granted in 2022 (including related dividend equivalent shares) on 22 April 2025 with a total value of £1,057,496. The net vested shares remain subject to a two year post vest holding period.
c) Richard Howes exercised 26,205 RSAs granted in 2021 (including related dividend equivalent shares) and 23,855 RSAs granted in 2022 (including related dividend equivalent shares) on 23 April 2025 with a total value of £635,707 and £578,699 respectively. The net vested shares remain subject to a two year post vest holding period.
---
**Directors’ Report** Financial Statements **121** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
**All employee share schemes** The table below shows the number of share options granted to the executive directors under the Sharesave Schemes. Details of the Sharesave Schemes are set out on page 128. **Sharesave Schemes** **Options at Exercise Options**
||Options at 31 December 2025|
|---|---|
||368|
||389|
||757|
||756|
||756|
**1 January Grant price exercisable** **2025 date p between** Frank van Zanten 368 03.04.23 2,343 01.05.26–31.10.26 389 03.04.24 2,453 01.05.27–31.10.27 **Total 757** Richard Howes 756 03.04.24 2,453 01.05.27–31.10.27 **Total 756**
## Interests in shares and share options (audited disclosure)
The interests of the directors in office, and their connected persons, in the Company’s ordinary shares and share options at 31 December 2025 were: **Total** **Options (LTIP Part A and interests** **Shares (LTIP B RSA) Sharesave) held** **Vested but Unvested and Unvested not exercised subject to an subject to Vested** **Owned Unvested (LTIP Part B underpin continued but not outright (DASBS) RSA) (LTIP Part B RSA) employment exercised**
Frank van Zanten **365,013** 83,160 – 158,357 757 272,464 879,751 Richard Howes **142,001** 48,206 – 75,747 756 – 266,710 Peter Ventress **11,069** – – – – – 11,069 Vin Murria **–** – – – – – – Stephan Nanninga **10,000** – – – – – 10,000 Pam Kirby **1,800** – – – – – 1,800 Jacky Simmonds **3,645** – – – – – 3,645 Daniela Barone Soares **953** – – – – – 953 Julia Wilson **2,793** – – – – – 2,793 Notes
a) No changes to the directors’ ordinary share interests shown in this remuneration report have taken place between 31 December 2025 and 2 March 2026, that were notifiable under article 19 of the Market Abuse Regulation.
b) RSAs are structured as nil-cost options.
c) Frank van Zanten’s shares owned outright include 165,185 ordinary shares held by his connected person(s).
d) Richard Howes’ shares owned outright include 107,270 ordinary shares held by his connected person(s).
e) Julia Wilson’s shares owned outright include 1,491 ordinary shares held by her connected person(s) that were acquired prior to her appointment as a director.
f) For two years after leaving, each executive director must maintain a post employment shareholding equal to the lower of the policy‑ required shareholding or the LTIP-related shares they hold at the cessation date (including vested or unexercised awards, adjusted for tax). Vested RSAs continue to be subject to a two-year holding period.
## Performance against shareholding guidelines
As at 31 December 2025, each of the executive directors and their connected persons have a shareholding as follows: **Share ownership as a** **Requirement for percentage of salary at share ownership as a 31 December 2025 at** **percentage of salary the closing mid-market** (31 December 2025) price (2,076p) Frank van Zanten 350% 808% Richard Howes 250% 507% Note Shares contributing to the qualifying share ownership as a percentage of salary include (i) owned shares including those held jointly with or by the executive’s spouse, civil partner or children; (ii) DASBS awards (net of tax); (iii) vested but unexercised award shares, by reference to exercise gain potential if relevant (net of tax); and (iv) award shares relating to any relevant dividend equivalent entitlements determined for vested but unexercised awards (net of tax).
## Performance graph and table
Schedule 8 to the Large- and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 requires that the Company must provide a graph comparing the TSR performance of a hypothetical holding of shares in the Company with a broad equity market index over a 10 year period. The Company’s TSR performance against the FTSE 350 Support Services Sector over a 10 year period to 31 December 2025 is shown below. Due to the Company’s business model, this is considered to be the most appropriate comparator group as it contains a broad range of support service companies.
250 Bunzl FTSE 350 Support Services
200 Source: Datastream (a LSEG product)
Value (£) (rebased) 100
0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 **2025**
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**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **122** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
## Chief Executive Officer’s single total figure of remuneration history
The table below summarises the Chief Executive Officer’s single total figure of remuneration, annual bonus and long term incentive payout as a percentage of maximum opportunity for 2025 and the previous nine years. 2016 2016
||2025|
|---|---|
|3,089.5||
||35%|
||–|
||–|
|100%||
||||||2016|2016||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Single total figure of|||||MR|FvZ|2017|2018|2019|2020|2021|2022|2023|2024||
|remuneration £000 Annual bonus payment as a|||||2,353.3|1,492.0|2,812.0|2,828.8|2,769.4|3,490.3|4,225.4|4,505.1|6,314.2|4,543.0||
|percentage of maximum|||||0%|67%|73%|70%|60%|100%|98%|98%|90%|98%||
|Long term incentive|||||100%|0%|100%|100%|100%|100%|96%|100%|–|–||
|vesting as a percentage|||||82%|0%|69%|54%|63%|45%|81%|60%|88%|–||
|of maximum Notes a) The data for 2016 includes the amounts relating to Michael Roney (‘MR’) from 1 January 2016 to 19 April 2016 and also includes the LTIP awards made to him that vested in the period from 20 April to 31 December 2016. There was no bonus award for Michael Roney in relation to 2016. b) The data for 2016 also includes the amounts relating to Frank van Zanten (‘FvZ’) from 20 April to 31 December 2016, including the bonus award for that period and the international relocation package with accommodation benefit support but excludes the LTIP awards made to him in his previous role that vested during the period from 20 April to 31 December 2016. c) Frank van Zanten succeeded Michael Roney as CEO in 2016. d) The total remuneration figure for 2023 includes both the 2020 LTIP B awards and the 2021 Restricted Share Award due to reporting requirements. The table below sets out the annual changes from the prior year, for the years 2020 through to 2025, in the salary, benefits, and bonus values of all directors and employees of the legal entity which employs the Chief Executive Officer, Bunzl plc.|||||– Salary/Fees|–|–|–|–|– Benefits|–|–|100%|100%|Bonus|
||2020|2021|2022|2023|2024|2025|2020 2021|2022|2023 2024|2025|2020|2021|2022 2023|2024|2025|
|Chief Executive Officer – Frank van Zanten|3.0%|2.9%|2.9%|5.9%|4.0%|2.0% (42.0%)|(14.1%)|57.2%|15.0% (7.0%)|(7.2%)|73.0%|0.8%|2.9% (2.9%)|13.4%|(59.5%)|
|Chief Financial Officer – Richard Howes|3.0%|2.9%|2.9%|5.0%|4.0%|2.0%|n/a 1.2%|2.5%|(0.6%) 3.6%|1.2%|n/a|(0.2%)|4.0% (3.7%)|13.4%|(57.9%)|
|Chairman – Peter Ventress|3.1%|0.0%|4.9%|0.0%|8.5%|2.0%|n/a 100.0%|(100.0%)|0.0% 100.0%|54.8%|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Lloyd Pitchford|1.1%|1.6%|3.0%|4.7%|4.0%|n/a (100.0%)|0.0%|0.0% 100.0%|7.2%|(100.0%)|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Stephan Nanninga|n/a|2.0%|2.5%|4.7%|3.8%|1.8% (64.0%)|(100.0%)|100.0%|(0.9%) (18.3%)|196.7%|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Vin Murria|n/a|2.0%|2.5%|4.7%|3.8%|1.8%|n/a 0.0%|100.0%|(2.0%) 410.6%|10.9%|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Pam Kirby|n/a|n/a|n/a|4.7%|22.9%|1.5%|n/a n/a|n/a|0.0% 100.0%|(49.2%)|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Jacky Simmonds|n/a|n/a|n/a|n/a|23.9%|2.4%|n/a n/a|n/a|n/a 23.4%|99.6%|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Daniela Barone Soares|n/a|n/a|n/a|n/a|n/a|1.8%|n/a n/a|n/a|n/a|n/a 100.0%|n/a|n/a|n/a n/a|n/a|n/a|
|Non-executive director – Julia Wilson|n/a|n/a|n/a|n/a|n/a|31.3%|n/a n/a|n/a|n/a|n/a 100.0%|n/a|n/a|n/a n/a|n/a|n/a|
|Average of employees in Bunzl plc Notes a) Benefits are annualised. b) The scope for the average of Bunzl plc employees excludes executive directors and non-executive directors. Any employees who have joined, left or changed roles in either comparable years have been removed from the data to prevent distortion. c) Benefits for the non-executive directors are costs incurred for travel and accommodation in order to attend Board meetings in London. d) The percentage movements above are calculated based on annualised non-executive director fees. Julia Wilson’s increase reflects her in-year appointment as Audit Committee Chair.|3.2%|3.1%|4.7%|6.7%|8.5%|3.1% (3.3%)|5.8%|3.8%|3.1% 6.1%|13.3%|162.0%|(15.9%) (23.2%)|(17.1%)|22.9%|(72.3%)|
LTIP Part A (options) LTIP Part B (performance shares) LTIP Part B (Restricted Share Awards)
## Percentage change in each director’s remuneration
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**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **123** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
## Relative importance of spend on pay
## Chief Executive Officer pay ratio
The table below sets out the comparisons between the 25th, median, and 75th percentile employees The table below shows a comparison between the overall expenditure on pay and dividends paid to in the UK, with reference to 31 December 2025, and the Chief Executive Officer’s salary and total shareholders as well as adjusted earnings per share for 2024 and 2025 for the Group (as stated in remuneration as detailed in the single figure table. To calculate these ratios, the Company has used Note 26, Note 22 and Note 3 to the consolidated financial statements on pages 175, 171 and 147 to Option A and determined full time equivalent total remuneration as this is the most statistically robust 149, respectively). method. This includes scaling up salary for part time employees. Each employee’s pay and benefits are **Percentage** calculated using each element of employee remuneration consistent with the Chief Executive Officer
|calculated using each element of employee remuneration consistent with the Chief Executive Officer|||||||£m|2025|2024|change|
|---|---|---|---|---|---|---|---|---|---|---|
|and no element of pay has been omitted.|||||||Overall expenditure on pay|1,115.0|1,103.5|1.0%|
||CEO single figure|Year|Method|25th percentile pay ratio|Median pay ratio|75th percentile pay ratio|Dividends paid in the year Adjusted earnings per share (p)|242.2 179.3|228.6 194.3|5.9% ( 7.7%)|
|Salary|£1,055,547|2025|Option A|39:1|34:1|26:1|||||
||||||||Notes||||
**£m 2025 2024 change**
Total remuneration £3,089,602 2025 Option A 109:1 95:1 67:1 Salary £1,034,850 2024 Option A 40:1 35:1 26:1 Total remuneration £4,542,968 2024 Option A 167:1 145:1 100:1 Salary £995,050 2023 Option A 41:1 36:1 26:1 Total remuneration £6,314,240 2023 Option A 249:1 214:1 147:1 Salary £939,600 2022 Option A 41:1 35:1 25:1 Total remuneration £4,505,124 2022 Option A 193:1 163:1 108:1 Salary £913,078 2021 Option A 43:1 37:1 26.1 Total remuneration £4,225,361 2021 Option A 196:1 164:1 106.1 The single total figure of remuneration in relation to 2024 has been recalculated to reflect the difference between the grant price and the estimated value of vesting of the relevant RSAs on the actual date of vesting as detailed in Note (d) to the table of the single figure of remuneration 2025 on page 114. The 2024 salary ratio has not been restated because there was no difference to report. **Total** **Salary remuneration** Chief Executive Officer £1,055,547 £3,089,602 25th percentile employee £27,379 £28,331 Median employee £30,758 £32,554 75th percentile employee £41,335 £46,449
The total remuneration ratios for 2023 were higher due to the inclusion of both the LTIP B vests and RSA vest in the single figure table for the Chief Executive Officer’s remuneration. For 2025, the median salary ratio remains broadly consistent as the Chief Executive Officer’s salary increase was in line with the wider UK workforce and the total remuneration ratios were lower, primarily driven by lower variable pay outcomes.
a) Overall expenditure on pay excludes employer’s social security costs.
b) Adjusted earnings per share is used as a comparator as it is a key financial indicator.
# Remuneration Arrangements for 2026
**Salary** The salary increases for the executive directors for 2026, which are in line with the increase that has been implemented for the wider leadership team and the plc head office, are as follows: **Salary from Salary from Increase in salary** **1 January 2026 1 January 2025 2025 to 2026** Frank van Zanten £1,082,000 £1,055,547 2.5% Richard Howes £703,600 £686,460 2.5%
**Bonus** The structure for Frank van Zanten’s and Richard Howes’ annual bonus for 2026 is a balanced scorecard of performance measures, based on adjusted eps, RAOC, operating cash flow and specified strategic goals. The weighting of these measures has been adjusted to 85% financial measures and 15% on strategic objectives as follows: **Weightings** EPS 40% ROAC 15% Operating cash flow 30% Strategic objectives 15% **100%**
As per the 2024 policy, the maximum annual bonus quantum is 200% for the Chief Executive Officer and 175% for the Chief Financial Officer. The relevant performance points are: threshold, target, and maximum (the level at which the bonus for that measure is capped). These performance points are determined at the start of the year and no elements of the bonus are guaranteed. As in previous years, the performance measures, including the financial targets, are commercially sensitive and therefore are not disclosed until the following year.
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**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **124** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
## Underpin and pricing basis for long term incentives to be awarded in 2026
In 2026 Frank van Zanten will be granted a restricted share award to the value of 175% of his salary and Richard Howes will be granted a restricted share award to the value of 125% of his salary. In respect of determining the number of awards to be granted in 2026, the 60-day average share price preceding the grant date will be used. The Committee noted that the share price at grant is likely to be significantly lower than the grant price for the 2025 awards. The Committee will assess the appropriateness of vesting outcomes at the point of vesting, including the potential for any “windfall gain”. The RSA underpin (see below) will also apply.
|PERFORMANCE UNDERPIN FRAMEWORK|FACTORS TO BE CONSIDERED (NOT LIMITED TO)|
|---|---|
|Financial health of the business, considering key financial indicators|• Revenue growth • Operating margin • Adjusted earnings per share • Return on average operating capital (RAOC/ROIC) • Cash conversion • Balance sheet strength|
|Strategic priorities|Delivery of key strategic objectives over the vesting period including operational and individual performance|
|Stakeholder experience|Consideration of our key stakeholders including employees, customers, suppliers and shareholders|
|ESG progress|Progress towards key achievement of ESG objectives including climate change ambitions, ethical supply, investing in our people and diversity|
The Committee conducts an annual review of the underpin and overall performance to determine if the shares should vest in full at the end of three years.
## Chairman’s and non-executive directors’ fees for 2026
The Chairman and the non-executive directors’ fees are reviewed annually with the most recent reviews for both taking effect from 1 January 2026. The current fee structure for the Chairman and the non-executive directors is shown below: **With effect from Fees paid Increase in fees** **1 January 2026 in 2025 2025 to 2026** Chairman’s fee £438,000 £427,500 2.5% Non-executive director fee £85,000 £83,000 2.4% Supplements: Senior Independent Director £23,000 £21,800 5.5% Audit Committee Chair £25,000 £24,000 4.2% Remuneration Committee Chair £25,000 £24,000 4.2%
## Advisers to the Remuneration Committee
In carrying out their responsibilities, the Committee seeks external remuneration advice as necessary. During the year the Committee received advice from Willis Towers Watson (‘WTW’) and FIT Remuneration Consultants LLP (‘FIT’). WTW provided external survey data on directors’ remuneration and benefit levels and FIT advised the Remuneration Committee on senior executive pay. No other services were provided by either WTW or FIT in 2025. The fees payable to each adviser, based on hourly rates, were: £19,800 (WTW) and £65,617 (FIT), respectively for such work undertaken in 2025. Advisers are appointed by the Committee and reviewed periodically. A tender exercise was conducted in 2020 and FIT were selected to provide independent advice to the Remuneration Committee on senior executive pay matters. The Committee conducts regular reviews of the effectiveness of the advisers and is satisfied that they remain objective and independent.
## Statement of voting at the 2025 AGM for the remuneration report
The remuneration report and remuneration policy respectively received the following shareholder votes at the 2025 AGM held on 23 April 2025 and the 2024 AGM held on 24 April 2024 – these being the years they were last voted on by shareholders:
**% of shares Votes % of shares voted Votes** Votes cast Votes for voted for against against withheld Remuneration report (2025) 271,839,720 261,570,967 96.22% 10,268,753 3.78% 75,384 Remuneration policy (2024) 291,751,332 264,037,122 90.50% 27,714,210 9.50% 32,984 Notes
a) The votes ‘For’ include votes given at the Company Chairman’s discretion.
b) A vote ‘Withheld’ is not a vote in law and is not counted in the calculation of the votes ‘For’ or ‘Against’ the resolution. Votes ‘For’ and ‘Against’ are expressed as a percentage of the votes cast. **Jacky Simmonds** Chair of the Remuneration Committee 2 March 2026
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DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy
The current policy was approved by shareholders at the 2024 AGM. It may remain in place until the 2027 AGM at the latest. A copy of the Policy is set out from page 126. The non-executive director terms of appointment and remuneration scenarios charts have been updated.
Objectives of the Policy
The objectives of the Directors’ Remuneration Policy are as follows:
• Clarity: maintain transparency, clear alignment with shareholder value and promotion of longer term, sustained performance.
• Alignment with performance: continue to ensure that targets are stretching (but realistic), the quantum of reward reflects both Company and individual performance and there are appropriate award caps and Committee discretions in place.
• Support for the Company’s business strategy: for example, aligning the executive directors’ and management’s incentives with the Company’s growth objectives.
• Simplicity: ensure that the remuneration structures avoid unnecessary complexity.
• Appropriate management of risk: variable pay should drive performance within the Company’s risk appetite and encourage a prudent and balanced approach to the business.
• Alignment to culture: the remuneration principles encourage the behaviour from the executive directors that the Committee expects to see throughout the business.
• Proportionality: the link between individual awards, the delivery of strategy and long-term performance of the Group is clear.
In setting the remuneration policy for the executive directors, the Committee also took into consideration a number of different factors:
• It applied the principles set out in the Code and also takes into account best practice guidance issued by the major UK institutional investor bodies, the Financial Conduct Authority (including the provisions of any applicable remuneration codes) and other relevant organisations;
• The Committee has overall responsibility for the remuneration policies and structures for employees of the Group as a whole and it reviews the remuneration policy on a Group wide basis. When the Committee reviewed the remuneration policy for the executive directors it considered and compared it against the pay policy and employment conditions of the rest of the Group to ensure that there was alignment between the two;
• The Committee considered the external market in which the Group operates and used comparator remuneration data from time to time to inform its decisions. However, the Committee recognised that such data should be used as a guide only (data can be volatile and may not be directly relevant) and that there is often a need to phase-in changes over a period of time. The Committee reviewed a range of relevant benchmarking data to guide the 2024 review;
• Specifically, it looked at FTSE 11-100 companies with greater than 20% of revenue generated from the United States. For the 2024 Policy Review, the peer group comprised RS Group, Convatec, Melrose Industries, Smiths Group, Pearson, Intertek, Smurfit Kappa, Halma, Spirax-Sarco, Burberry, Rolls-Royce, Informa, Intercontinental Hotels, Croda, WPP, Smith & Nephew, Rentokil, Imperial Brands, Flutter, Ashtead, Experian, BAE Systems, CRH, Haleon, Compass, National Grid, Reckitt Benckiser and RELX.
The Committee’s overall policy, having had due regard to the factors above, continues to be for a proportion of total remuneration to be based on variable pay. This is achieved by setting base pay and benefits by reference to mid-market levels, with annual bonus linked to the achievement of demanding performance targets and long term incentives which vest over the medium term and are designed to align the interests of the directors with those of shareholders and the long term sustainable success of the business.
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DIRECTORS’ REMUNERATION REPORT continued
Remuneration policy for executive directors
The following table summarises each element of the remuneration policy for the executive directors, explaining how each element operates and links to the corporate strategy.
BASE SALARY
Purpose
• Recognise knowledge, skills and experience as well as reflect the scope and size of the role
• Reward individual performance without encouraging undue risk
Operation
• Paid in 12 equal monthly instalments during the year
• Normally reviewed annually in December (with any changes usually effective from January). An out-of-cycle review may be conducted if the Committee determines that it is appropriate
• Takes into consideration a number of factors including (but not limited to) individual and Group performance, the size and scope of the individual’s responsibilities, salary increases across the Group, typical salary levels for comparable roles using appropriate comparator groups, for example similarly sized companies with a large international presence
• Pensionable
Maximum potential value
• While there is no maximum salary level, salary increases are normally considered in relation to the salary increases of other employees in the Group and performance of the individual. Higher salary increases may be made under certain circumstances, such as when there has been a change in role or responsibility, a major market movement or when a director has been appointed to the Board at a lower than typical salary initially
Performance metrics
• While there are no performance conditions attached to the payment of base salary, individual performance in the role, as well as the performance of the Group and achievements related to environmental, social and governance issues, are all taken into consideration
ANNUAL BONUS
Purpose
• Incentivise the attainment of annual corporate targets
• Retain and reward high performing employees
• Align with shareholders’ and wider stakeholders’ interests
Operation
• Bonus awards are based on performance targets and objectives set by the Committee for the financial year
• At the end of the performance period, the Committee assesses the extent to which the performance measures have been achieved. The level of bonus for each measure is determined by reference to the actual performance against the relevant performance targets
• Up to half the bonus is paid in cash and the remainder in shares (with the shares normally deferred for three years under the Deferred Annual Share Bonus Scheme ('DASBS')) in respect of which dividend equivalents may apply to the extent that such deferred awards vest. If a director resigns during the period of deferral any outstanding DASBS awards would normally lapse
• Malus and clawback provisions apply and are set out in more detail below
• Bonus awards are non-pensionable and are payable at the Committee's discretion
Maximum potential value
• The annual bonus policy maximum is 200% of base salary (175% for the Chief Financial Officer)
• The annual target bonus opportunity is normally set at 50% of the maximum
• The level of annual bonus for threshold performance is up to 25% of the maximum
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DIRECTORS’ REMUNERATION REPORT continued
ANNUAL BONUS
Performance metrics
Metrics will be set each year by the Committee taking into account the Company’s key strategic objectives for the year.
For example, bonus metrics may include:
• Financial measures chosen to align bonus outcomes with the underlying financial performance of the business, such as profit, return on average operating capital (‘RAOC’) and cash flow;
• Non-financial measures are linked to the achievement of personal goals or certain specified strategic goals, including environmental, social and governance matters;
• The performance metrics and targets are reviewed each year to ensure that they remain appropriate. The Committee retains the discretion to set alternative metrics as appropriate; and
• The specific targets will be disclosed on a retrospective basis following the end of the financial year unless they are deemed to be commercially sensitive.
The Committee sets targets that are appropriately stretching in the context of the business outlook and taking into account internal and external factors. The achievement of quantifiable financial targets will always drive the majority of the bonus outturn. Targets are set to ensure that there is appropriate alignment between stakeholder outcomes and to ensure that they do not drive unacceptable levels of risk taking.
LONG TERM INCENTIVES
Purpose
• Incentivise long term decision making as the basis for sustainable growth
• Align with shareholders’ interests
• Recruit and retain senior employees across the Group
Operation
Executive directors receive restricted share awards as the long term variable element of remuneration:
• Restricted share awards are discretionary and will normally vest subject to continued employment and the satisfaction of the underpin after no less than three years;
• A holding period will apply which means that restricted shares may not ordinarily be sold until at least five years after the grant date (other than to pay relevant taxes due on vested awards);
• Malus and clawback provisions apply and are set out in more detail below;
• Dividend equivalents shall accrue in respect of restricted share awards to the extent that they vest, including in relation to any holding periods; and
• All awards are subject to the discretions contained in the relevant plan rules.
LONG TERM INCENTIVES
Maximum potential value
• The individual restricted share limit per financial year is 175% of base salary
• The Chief Executive Officer may receive restricted shares per financial year with a face value of up to 175% of salary
• The Chief Financial Officer may receive restricted shares per financial year with a face value of up to 125% of salary
Performance metrics
• Restricted share awards are not subject to performance measures but vesting is subject to the achievement of an underpin normally reviewed over the three financial years commencing with the financial year in which awards are granted
• In assessing the underpin, in normal circumstances the Committee may consider the Group’s overall performance, including financial and non-financial performance over the course of the vesting period and any material risk/regulatory failures identified. Specifically, it will seek evidence of positive progress against the Group’s financial and strategic objectives as follows:
– Financial health of the business, considering financial indicators
– Strategic priorities
– Stakeholder experience
– ESG progress
• In considering these factors, the Committee will assess performance in the round, with the expectation of full vesting unless there has been a lack of material progress towards a stated objective, or it has identified material underperformance over the period. The Committee may scale back the awards (including to zero) if it is not satisfied the underpin has been met, and there is no threshold level of vesting.
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DIRECTORS’ REMUNERATION REPORT continued
ALL EMPLOYEE SHARE PLANS
Purpose
• Encourage employees, including the executive directors, to build a shareholding through the operation of all employee share plans such as the HM Revenue & Customs ('HMRC') tax advantaged Sharesave Scheme and the Internal Revenue Service ('IRS') approved Employee Stock Purchase Plan (US) ('ESPP') in the US
Operation
• Executive directors may participate in all employee schemes on the same basis as other eligible employees
• The Sharesave Scheme has standard terms under which participants can normally enter into a savings contract, over a period of either three or five years, in return for which they are granted options to acquire shares at a discount of up to 20% of the market price prevailing on the day immediately preceding the date of invitation to apply for the option. Options are normally exercisable either three or five years after they have been granted
Maximum potential value
• In the UK, the Sharesave Scheme is linked to a contract for monthly savings within the HMRC limits over a period of either three or five years (currently £500 per month)
Performance metrics
• Service conditions apply
RETIREMENT BENEFITS
Purpose
• Provision of retirement benefits
• Retain executive directors
Operation
• All defined benefit pension plans in the Group have been closed to new entrants since 2003 with any new recruits being offered defined contribution retirement arrangements and/or a pension allowance.
• Pension contributions and allowances are normally paid monthly
Maximum potential value
• Company pension contributions to defined contribution retirement arrangements or cash allowances are capped at 5% of base salary for current and new executive directors
Performance metrics
• Not applicable
OTHER BENEFITS
Purpose
• Provision of competitive benefits which helps to recruit and retain executive directors
Operation
• Benefits may include a car allowance or a car which may be fully expensed, various insurances such as life, disability and medical and, in some jurisdictions, club expenses and other benefits provided from time to time.
• Some benefits may only be provided to reflect hybrid working and/or overseas relocation, such as removal expenses, and in the case of an international relocation might also include fees for accommodation, children's schooling, home leave, tax equalisation and professional advice etc.
Maximum potential value
• The value of benefits is based on the cost to the Company and varies according to individual circumstances. For example, the cost of medical insurance varies according to family circumstances and the jurisdiction in which the family is based
Performance metrics
• Not applicable
SHAREHOLDING REQUIREMENT
Purpose
• Strengthen the alignment between the interests of the executive directors and those of shareholders
Operation
• In employment guideline: executive directors will normally be expected to retain shares, net of sales to settle tax, through the exercise of awards under the DASBS and the LTIP until they attain the required holding. Three years is the typical expectation for executives who are promoted from within the Company to achieve the required shareholding. It is recognised that a longer time period may be required for externally recruited executives to achieve the expected shareholding. Unvested deferred shares held under the DASBS will count towards the guideline (net of the expected sales for tax that would apply on vesting)
• Post-cessation guideline: upon cessation of employment, executive directors should maintain a shareholding for two years thereafter at a level equal to the lower of the in-employment guideline and the number of shares vested as at cessation (net of tax) under restricted share awards granted.
• Shares held by or to the benefit of an executive director’s spouse, civil partner or children (or with them as relevant) may count for the purposes of the guidelines.
Maximum potential value
• The Chief Executive Officer's in-employment shareholding requirement is 350% of base salary. The in-employment requirement for other executive directors is 250% of base salary.
• The Chief Executive Officer's post-employment shareholding requirement is 300% of salary. The post-employment shareholding requirement for other executive directors is 200%.
Performance metrics
• Not applicable
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **129** Additional Information
## DIRECTORS’ REMUNERATION REPORT continued
## Fees policy for Chairman and non-executive directors (the ‘NEDs’)
The following table summarises the fees policy for the Chairman and the NEDs.
# Notes to the Policy Table
## Malus and Clawback Provisions
|FEES||
|---|---|
|Purpose|• Provision of a competitive fee to attract NEDs who have a broad range of experience and skills to oversee the implementation of the Company’s strategy|
|Operation|• Determined in light of market practice and with reference to time commitment and responsibilities associated with the roles • Annual fees are paid in 12 equal monthly instalments during the year • The Senior Independent Director and Chairs of the Audit and Remuneration Committees are paid an extra fee to reflect their additional responsibilities • The NEDs and the Chairs are not eligible to receive benefits and do not participate in pension or incentive plans. Expenses incurred in respect of their duties as directors of the Company are reimbursed • The NEDs’ and Chairman’s fees are reviewed annually in January each year, the latest review being with effect from January 2026 for NED fees and the Chairman’s fees • The Board as a whole considers the policy and structure for the NEDs’ fees on the recommendation of the Chairman and the Chief Executive Officer. The NEDs do not participate in discussions on their specific levels of remuneration; the Chairman’s fees are set by the Committee|
|Maximum potential value|• Determined within the overall aggregate annual limit of £1,500,000 authorised by shareholders with reference to the Company’s Articles of Association approved at the 2021 AGM|
|Performance metrics|• Not eligible to participate in any performance related elements of remuneration|
|Taxable benefits and expenses|• Taxable expenses incurred in the course of carrying out NED duties are reimbursed and grossed up to include tax payable|
Malus and clawback provisions apply to the cash and deferred elements of the bonus and the RSA awards. The malus and clawback provisions may be enforced in the event of material misstatement, errors in assessment of conditions, significant failure of risk control, serious misconduct, corporate failure (entailing the appointment of an administrator or liquidator) and serious reputational damage or where there has been a material failure in the management of the company to which the relevant individual has made a direct contribution. Malus or clawback as relevant may be affected by a reduction in the amount of any future bonus or subsisting award, the vesting of any subsisting award or future share award and/or a requirement to make a cash payment. In respect of bonus or deferred bonus the relevant discovery period expires three years after the end of the relevant performance period. In respect of RSA awards (and legacy performance shares and options) the relevant discovery period expires on the third anniversary of the vesting of the awards.
## Selection of performance measures and targets
The Committee determines the performance measures, and the weighting of each, applying to the annual bonus based on the strategic priorities of the Group at the time. The bonus measures in place normally include the use of profit, RAOC and cash flow measures, but the precise metrics and their weightings may change from year to year. Each of these measures is aligned with the Group’s key performance indicators (‘KPIs’) and has been chosen as, alongside growing profitability, a focus on cash and effective investment of capital are particularly important. The management of capital employed together with profitability and cash flow ensures the focus on cash generation, enabling the Group to pay dividends and to support the growth strategy by making acquisitions and reinvesting in the underlying business. Strategic non-financial goals reward individual contribution to the success of the Group and allow a focus each year on important operational goals and strategic milestones, with a focus on the Environmental, Social and Governance agenda. This combination of performance measures provides a balance relevant to the Group’s business and market conditions as well as providing a common goal for the executive directors, senior managers and shareholders.
## Statement of consideration of shareholder views
The Committee considers shareholder feedback received in relation to the AGM each year and guidance from shareholder representatives more generally. In addition, the Committee consults proactively with its major shareholders prior to making significant changes to its policy, as it did last year when a comprehensive shareholder consultation was undertaken. This was conducted through meetings, calls and correspondence and the views received helped to shape the policy proposals.
---
DIRECTORS’ REMUNERATION REPORT continued
Discretions retained by the Committee in operating the incentive plans
The Committee operates the Group’s various incentive plans according to their respective rules and in accordance with HMRC and IRS rules where relevant. To ensure the efficient administration of these plans, the Committee may apply certain operational discretions. These include the following:
• selecting the participants in the plans;
• determining the timing of grants and/or payments;
• determining the quantum of grants, reference pricing basis and/or payments (within the limits set out in the policy table above);
• determining the extent of vesting based on the assessment of performance, including the vesting of restricted share awards;
• determining the appropriate treatment of leavers and the extent of vesting in the case of the share based plans;
• determining the extent of vesting of awards under share based plans in the event of a change of control;
• making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events, variation of capital and special dividends);
• determining the appropriate choice of measures, weightings and targets for the annual bonus plan from year to year, including discretion to amend the bonus outcome, as appropriate; and
• varying the performance conditions applying to share based awards if an event occurs which causes the Committee to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original conditions would have been but for the event in question.
Legacy arrangements
The proposed and previous directors’ remuneration policies give authority to the Company to honour any commitments entered into with current or former directors (that have been disclosed to shareholders in previous remuneration reports) or internally promoted future directors (in each case, such as the payment of a pension or the unwind of legacy share plans). Details of any payments to former directors will be set out in the relevant remuneration report as they arise.
Executive directors’ external appointments
With the specific approval of the Board in each case, executive directors may accept external appointments as non-executive directors of other companies and retain any related fees paid to them.
Recruitment of executive directors – approach to remuneration
Executive directors
For the ongoing stability and growth of the Group, it is important to secure, as necessary, the appointment of high calibre executives to the Board by either external recruitment or internal promotion. The overarching principles applied by the Committee in developing the remuneration package will be to set an appropriate base salary together with retirement and other benefits and short and long term incentives taking into consideration the skills and experience of the individual, the complexity and breadth of the role, the particular needs and situation of the Group, internal relativities, the marketplace in which the executive will operate and an individual’s current remuneration package and location. In addition, the Committee recognises that it may need to meet certain relocation expenses or expatriate benefits as appropriate.
Any fixed or variable pay awards for new executive directors will not exceed the maximum limits set out in the policy table above. However, in addition, for external appointments the Committee may consider offering additional cash and/or share based elements to replace deferred remuneration forfeited by the individual on leaving their existing employment when it considers these to be in the best interests of the Company and its shareholders. Such elements, as appropriate, may be made under section 9.4.2 of the Listing Rules and would normally take account of the nature, time horizons and performance requirements attached to the awards forfeited.
Depending on the timing of the appointment, the Committee may deem it appropriate to set different annual bonus performance conditions for the first performance year of appointment. A long term incentive award can be made shortly following an appointment (or as soon as is practical if the Company is in a close period).
Non-executive directors
On appointment of a new Chairman of the Board or non-executive director, the fees will be set taking into account the experience and calibre of the individual and the prevailing rates of the other non-executive directors at the time.
Executive directors’ service contracts
The service contracts for Frank van Zanten and Richard Howes provide for an equal notice period from the Company and the executive of a maximum 12 months’ notice and any contracts for newly appointed executive directors will provide for equal notice in the future. The date of each service contract is noted in the table below
Date of service contract
Frank van Zanten 13 January 2016
Richard Howes 10 May 2019
Non-executive directors’ terms of appointment
The non-executive directors do not have service contracts with the Company but instead have letters of appointment. The date of appointment and the most recent re-appointment and the length of service for each non-executive director are shown in the table below:
| Date of appointment | Date of last re-appointment at AGM | Length of service as at 2026 AGM |
| :--- | :--- | :--- |
| Peter Ventress | 1 June 2019 | 22 April 2025 | 6 years 10 months |
| Stephan Nanninga | 1 May 2017 | 22 April 2025 | 8 years 11 months |
| Vin Murria | 1 June 2020 | 22 April 2025 | 5 years 10 months |
| Pam Kirby | 1 August 2022 | 22 April 2025 | 3 years 8 months |
| Jacky Simmonds | 1 March 2023 | 22 April 2025 | 3 years 1 month |
| Daniela Barone Soares | 16 December 2024 | 22 April 2025 | 1 year 4 months |
| Julia Wilson | 16 December 2024 | 22 April 2025 | 1 year 4 months |
Note
a) On termination, at any time, a non-executive director is entitled to any accrued but unpaid director’s fees but not to any other compensation.
---
DIRECTORS’ REMUNERATION REPORT continued
Policy on payment for departure from office
On termination of an executive director’s service contract, the Committee will take into account the departing director’s duty to mitigate his or her loss when determining the amount of compensation. The Committee’s policy in respect of the treatment of executive directors leaving the Group is described below and is designed to support a smooth transition from the Company taking into account the interests of shareholders:
COMPONENT OF PAY VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE DEPARTURE AS A ‘GOOD LEAVER’ OR IN OTHER SPECIFIC CIRCUMSTANCES INCLUDING ON AGREED TERMS
Base salary, pension and benefits Paid for the proportion of the notice period worked and any untaken holidays pro-rated to the leaving date Paid up to the date of departure or death, including any untaken holidays pro-rated to such date. In the case of ill health, a payment in lieu of notice may be made and, according to the circumstances, may be subject to mitigation. In such circumstances some benefits, such as company car or medical insurance may be retained until the end of the notice period.
Annual bonus cash Cessation of employment during a bonus year will normally result in no cash bonus being paid Cessation of employment during a bonus year or after the year end but prior to the normal bonus payment date will result in cash and deferred bonus being paid and pro-rated for the relevant portion of the financial year worked and performance achieved.
Annual bonus deferred shares Unvested deferred shares will lapse In the case of the death of an executive, all deferred shares will be transferred to the estate as soon as possible after death. In all other cases, subject to the discretion of the Committee, unvested deferred shares will be transferred to the individual on a date determined by the Committee.
Restricted shares Unvested restricted share awards will lapse Subject to the discretion of the Committee, unvested restricted share awards will normally be retained by the individual for the remainder of the vesting period, remain subject to the underpin conditions and will ordinarily be subject to time pro-ration. Holding period terms will ordinarily continue to run until (or be set to expire on or no later than) the second anniversary of departure from employment, commensurate with the post-cessation shareholding requirement. However, in the case of the death of an executive, the Committee will determine the extent to which the unvested shares may be exercised within 12 months of the date of death.
COMPONENT OF PAY VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE DEPARTURE AS A ‘GOOD LEAVER’ OR IN OTHER SPECIFIC CIRCUMSTANCES INCLUDING ON AGREED TERMS
Options under Sharesave As per HMRC regulations.
Other None Disbursements, such as legal costs and outplacement fees may be paid.
Note:
The Committee will have the authority to settle any legal claims against the Company, e.g. for unfair dismissal etc, that might arise on termination.
---
**Directors’ Report** Financial Statements **132** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
## DIRECTORS’ REMUNERATION REPORT continued
## Differences in remuneration policy for executive directors and employees in general
The main difference in remuneration policy between the executive directors and employees in general is the split of fixed and performance related pay, such as bonus and long term incentives. Overall the percentage of performance related pay, in particular longer term incentive pay, is greater for the executive directors. This reflects that executive directors have more freedom to act and the
|100%||||||
|---|---|---|---|---|---|
|32%|25%||43%|||
|25%||40%||35%||
|21%||35%||30%|14%|
|100%||||||
|34%|26%||40%|||
|26%||43%||31%||
|23%||37%||27%|13%|
|Total Fixed Remuneration|||Annual Bonus|RSA|50% Share price|
consequences of their decisions are likely to have a broader and more far reaching time span of effect than those decisions made by employees with more limited responsibility. As a consequence only executive directors, Executive Committee members and other key employees (currently 28 people) are granted restricted share awards. Approximately 510 senior leaders are granted executive share option awards on an annual basis, which helps to provide a common focus for management in the Company’s decentralised organisation structure. In most cases, the annual bonuses are related to the performance of individual operating units. Bonus arrangements vary throughout the Group and are related to the specific role and the country in which the employee operates. The majority of bonus plans have quantitative targets, but the performance measures and targets vary according to each specific role. Sales representatives often have annual bonus payments which may be commission based. When there is a critical mass of employees within a country to make it cost-effective to do so, to encourage wider employee share ownership, an all employee share plan may be offered. Currently plans are offered to all employees based in Australia, New Zealand, Canada, Germany, Ireland, the Netherlands, the US and the UK. In France, employees take part in profit sharing arrangements in accordance with local regulations. Retirement and other benefits offered to employees across the Group differ according to the country in which the job is based and the function and seniority of the relevant role.
## Statement of consideration of employment conditions elsewhere in the Group
The Committee is provided annually with information on the salaries and proposed increases for the Executive Committee members and other senior direct reports of the Chief Executive Officer, as well as data on the average salary increases for leadership teams in each region within the Group. In addition, the Committee reviews and agrees all grants of executive share options, performance share awards and restricted share awards. The Committee considers the general basic salary increase within the geographical regions for the broader employee population when determining the annual salary increases for the executive directors and is cognisant of the Group’s overall employment arrangements when reviewing and implementing the executive directors’ remuneration policy. Members of the Committee held feedback sessions with employees in all regions and part of the discussion sought the employees’ view on the executive remuneration approach and application. In addition, the Company monitors employees’ views through regular employee surveys.
## Remuneration scenarios
The remuneration package comprises both core fixed elements (base salary, pension and other benefits) and performance based variable elements (cash bonus, the DASBS and the LTIP). The structure of the remuneration packages for on-target and stretch performance for each of the two executive directors for 2026, in line with the remuneration policy, is illustrated in the bar charts below.
**Frank van Zanten** Below threshold performance (Total £1,368,449) Target performance (Total £4,343,949)
Stretch performance ( Total £5,425,949)
Stretch + 50% share price increase (Total £6,372,699)
**Richard Howes** Below threshold performance (Total £756,136) Target performance ( Total £ 2,251,286)
Stretch performance (Total £2,866,936)
Stretch + 50% share price increase (Total £3,306,686)
Notes
a) Salary represents annual salary for 2026. Benefits such as a car allowance and private medical insurance have been included based on 2025 figures. In the case of Frank van Zanten benefits also include a hybrid working allowance.
b) Stretch performance plus 50% share price increase shows the effect of a 50% growth in the Company share price on the value of the restricted share awards.
c) Pension represents the value of the annual pension allowance for 2026 for Frank van Zanten and Richard Howes.
d) Below threshold performance comprises salary, benefits, pension with no bonus award and for restricted share awards an
e) assumption that zero will vest. Target performance comprises annual bonus awarded at target level (i.e. for 2026 at 100% of salary for Frank van Zanten and 87.5% of salary for Richard Howes comprised of half cash and half deferred shares under the DASBS) and for restricted share awards an assumption that 100% will vest.
f) Stretch performance comprises annual bonus awarded at stretch level (i.e. for 2026 at 200% of salary for Frank van Zanten and 175% of salary for Richard Howes comprised of half cash and half deferred shares under the DASBS) and for restricted share awards an assumption that 100% will vest. **Jacky Simmonds** Chair of the Remuneration Committee 2 March 2026
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **133** Additional Information
# OTHER STATUTORY INFORMATION
|The Strategic report on pages 2 to 73, the||• is absent without permission from Board||
|---|---|---|---|
|Corporate governance report on pages 74 to 132|Apart from the dividend waiver, which has been|meetings for six consecutive months and the|Qualifying third party indemnities were in force|
|and this Other statutory information section|issued in respect of shares held by the Bunzl|Board resolves that his or her office be vacated;|throughout 2025 and remain in force as at the|
|on pages 133 to 135 together, form the|Group General Employee Benefit Trust (‘EBT’)|or|date of this report under which the Company|
|Directors’ report.|referred to in Note 21 to the consolidated financial|• becomes bankrupt or compounds with his|has agreed to indemnify the directors and the|
|The Strategic report and Directors’ report make|statements, there are no additional regulatory|or her creditors generally; or|Company Secretary, in addition to other senior|
|up the management report as required under|disclosures required to be included in the|• is prohibited by law from being a director; or|executives who are directors of subsidiaries of the|
|Rule 4.1.8R of the DTRs.|Directors’ report.|• ceases to be a director by virtue of any|Company, to the extent permitted by law and the|
|These reports have been drawn up and||provision of the Companies Act 2006 or is|Articles in respect of all losses arising out of, or|
|presented in accordance with, and in reliance|Directors may be elected by ordinary resolution|removed from office pursuant to the Articles.|in connection with, the execution of their powers, duties and responsibilities as a director or officer|
|upon, applicable English company law and any|at a duly convened general meeting or appointed|Biographical details of all the current directors are|of the Company or any of its subsidiaries.|
|liability of the directors in connection with these|by the Board. Under the Articles, the minimum|set out on pages 76 and 77.||
|reports shall be subject to the limitations and restrictions provided by such law.|number of directors shall be two and the maximum shall be 15. In accordance with the|Directors’ interests in the Company’s ordinary shares are shown in Note 24 to the consolidated|The Company, through various subsidiaries, has|
|Under the Companies Act 2006, a safe harbour|Articles, at every AGM all the directors at the date|financial statements. None of the directors were|established branches in a number of different|
|limits the liability of directors in respect of|of the notice convening the AGM shall retire from|materially interested in any contract of|countries in which the Group operates.|
|statements in and omissions from a strategic|office and may offer themselves for appointment|significance with the Company or any of its||
|report and a directors’ report. Under English law,|or re-appointment by the members. The Board|subsidiary undertakings during or at the end of||
|the directors would be liable to the Company, but|may also appoint a person willing to act as a|2025.|An interim dividend of 20.2p per share was paid|
|not to any third party, if the Strategic report or the|director during the year either to fill a vacancy||on 5 January 2026 in respect of 2025 and the|
|Directors’ report contain errors as a result of|or as an additional director but so that the total|Information relating to the directors’ service|directors are recommending a final dividend of|
|recklessness or knowing misstatement or|number of directors shall not at any time exceed|agreements, their remuneration for the year and|53.9p per share, making a total for the year of|
|dishonest concealment of a material fact but|15. However, such appointee shall only hold office|details of the directors’ share options under the|74.1p per share (2024: 73.9p). Dividend details|
|would not otherwise be liable.|until the next AGM of the Company. In addition to any power to remove a director from office conferred by the Companies Act 2006, the Company may also by special resolution|Company’s share option schemes and awards under the Long Term Incentive Plan and Deferred Annual Share Bonus Scheme are set out in the Directors’ remuneration report on pages|are given in Note 22 to the consolidated financial statements. Subject to shareholder approval at the 2026 AGM, the final dividend will be paid on 2 July 2026 to those shareholders on the register|
|Details of the Group’s accounting policies,|remove a director from office before the|110 to 132.|at the close of business on 22 May 2026.|
|financial instruments and risk are outlined in|expiration of his or her period of office under|||
|Note 18 to the consolidated financial statements.|the Articles.|Subject to the Articles, the Companies Act 2006||
||The office of a director shall also be vacated|and any directions given by the Company by|The directors recognise that the Company is|
|The Notice convening the Company’s|pursuant to the Articles if the director:|special resolution, the business of the Company|part of a wider community and that it has a|
|Annual General Meeting (‘AGM’), to be held at|• resigns by giving notice in writing sent to or|is managed by the Board who may exercise all|responsibility to act in a way that respects the|
|5 Broadgate, London EC2M 2QS on Wednesday|received at the office or at an address specified|powers of the Company. The Board may, by power|environment and social and community issues.|
|22 April 2026 at 11.00 am, is set out in a separate|by the Company for the purposes of|of attorney or otherwise, appoint any person or|Further information relating to the Company’s|
|letter from the Chairman to shareholders.|communication by electronic means or tendered at a meeting of the Board and that resignation becomes effective, or is asked to|persons to be the agent or agents of the Company for such purposes and on such conditions as the Board determines.|approach to these matters is set out in the Sustainability report on pages 42 to 57.|
|Any amendments to the Company’s articles|resign by all of the other directors who are not|||
|of association (the ‘Articles’) may be made in|less than three in number; or|||
|accordance with the provisions of the Companies|• is or has been suffering from mental or physical|||
|Act 2006 by way of a special resolution of the|ill health and the Board resolves that his or her|||
|Company’s shareholders at a general meeting.|office be vacated; or|||
## Additional regulatory disclosures Directors’ indemnities
## Board of directors
**Branches** **Dividends**
## Accounting policies, financial instruments, and risk
## Powers of the directors Environmental and social responsibility
## Annual General Meeting
## Articles of Association
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **134** Additional Information **OTHER STATUTORY INFORMATION** continued attached to any class may be varied or abrogated
|Employment policies|Share capital||Restrictions on transfer of shares|
|---|---|---|---|
|The employment policies of the Group have|The Company has a single class of share capital|by special resolution passed at a separate general|Dealings in the Company’s ordinary shares by|
|been developed to meet the needs of its different|which is divided into ordinary shares of 32¹⁄⁷p|meeting of such holders. Subject to the rights|its directors, persons discharging managerial|
|business areas and the locations in which they|each which rank pari passu in respect of|attached to any existing shares, rights attached|responsibilities, certain employees of the|
|operate worldwide, embodying the principles of|participation and voting rights. The shares are in|to shares will be deemed to be varied by the|Company and, in each case, any persons closely|
|equal opportunity. The Group has standards of|registered form, are fully paid up and are quoted|reduction of capital paid up on the shares and by|associated with them, are subject to the|
|business conduct with which it expects all its|on the London Stock Exchange. In addition, the|the allotment of further shares ranking in priority|Company’s Share Dealing Code.|
|employees to comply. Bunzl encourages the|Company operates a Level 1 American Depositary|in respect of dividend or capital or which confer on the holders more favourable voting rights than|Certain restrictions, which are customary for a|
|involvement of its employees in the performance|Receipt programme with J.P. Morgan Chase Bank,|the first-mentioned shares, but will not otherwise|listed company, apply to transfers of shares in the|
|of the business in which they are employed and|N.A. under which the Company’s shares are|be deemed to be varied by the creation or issue|Company. The Board may refuse to register an|
|aims to achieve a sense of shared commitment.|traded on the over-the-counter market in the|of further shares.|instrument of transfer of any share which is not|
|In addition to a regular magazine, which provides|form of American Depositary Receipts.||a fully paid share and of a certificated share at its|
|a variety of information on activities and|Details of changes to the issued share capital||discretion unless it is:|
|developments within the Group and incorporates half year and annual financial results,|during the year are set out in Note 21 to the|The directors are generally and unconditionally|• lodged, duly stamped or duly certified, at the|
|announcements are periodically circulated to give|consolidated financial statements.|authorised under the authorities granted at the|offices of the Company’s registrar or such other|
|details of corporate and employee matters,||2025 AGM to allot shares in the Company up|place as the Board may specify and is|
|together with a number of subsidiary or business||to approximately one third of the Company’s|accompanied by the certificate for the shares to|
|area publications dealing with activities in specific||issued share capital or two thirds in respect|which it relates and such other evidence as the|
|parts of the Group.|The trustee of the EBT holds shares in respect of employee share options and awards that have not|of a rights issue. The directors were also given the power to allot|Board may reasonably require to show the right of the transferor to make the transfer;|
|It is the Group’s policy that applicants with a|been exercised or vested. The EBT abstains from|ordinary shares for cash up to a limit representing|• in respect of only one class of share; and|
|disability should be considered for employment and career development on the basis of their|voting in respect of these shares. The trustee has agreed to waive the right to dividend payments|approximately 20% of the Company’s issued|• in favour of not more than four transferees.|
|aptitudes and abilities. Employees who develop|on shares held within the EBT. Details of the|share capital as at 11 March 2025, without regard to the pre-emption provisions of the Companies|Registration of a transfer of an uncertificated|
|a disability during their working life will be|shares so held are set out in Note 21 to the|Act 2006; however, more than 10% can only be|share may be refused in the circumstances set out|
|retained in employment wherever possible|consolidated financial statements.|used in connection with an acquisition or|in the uncertificated securities rules, and where, in|
|and given help with rehabilitation and training.||specified capital investment. In both cases an|the case of a transfer to joint holders, the number|
|Further information relating to the Group’s||additional follow-on offer, up to a nominal amount|of joint holders to whom the uncertificated share|
|employees can be found in the Our people||equal to 20% of any allotment made can be made|is to be transferred exceeds four.|
|section on pages 39 to 41.|Subject to the provisions of the Companies Act 2006 and without prejudice to any rights attached|to existing holders of securities not allocated shares under the allotment.|In addition, no instrument of transfer for certificated shares shall be registered if the|
|Information on the use of financial instruments|to any existing shares, the Company may resolve by ordinary resolution to issue shares with such|No such shares were issued or allotted under|transferor has been served with a restriction|
|can be found in the Financial review on pages 28|rights and restrictions as set out in such|these authorities in 2025, nor is there any current|notice as defined in the Articles after failure to provide the Company with information|
|to 34 and in the Notes to the financial statements|resolution or (if there is no such resolution or so|intention to do so, other than to satisfy share|concerning certain interests in the Company’s|
|on pages 141 to 177.|far as it does not make specific provision) as the|options under the Company’s share option|shares required to be provided under the|
||Board may decide. Subject to the provisions of|schemes and, if necessary, to satisfy the|Companies Act 2006, unless the transfer is shown|
|During 2025, no contributions were made for|the Companies Act 2006 and of any resolution of|consideration payable for businesses to be acquired. These authorities are valid until the|to the Board to be pursuant to an arm’s length|
|political purposes.|the Company passed pursuant thereto and without prejudice to any rights attached to existing shares, the Board is duly authorised to issue and allot, grant options over or otherwise dispose of the Company’s shares on such terms and conditions and at such times as it thinks fit. If at any time the share capital of the Company is divided into different classes of shares, the rights|conclusion of the forthcoming AGM and the directors again propose to seek equivalent authorities at such AGM.|sale. The Board has the power to procure that uncertificated shares are converted into certificated shares and kept in certificated form for as long as the Board requires. The Company is not aware of any agreements between shareholders that may result in any restriction of the transfer of shares or voting rights.|
by special resolution passed at a separate general The employment policies of the Group have The Company has a single class of share capital Dealings in the Company’s ordinary shares by
## Power to issue and allot shares
## Bunzl Group General Employee
## Benefit Trust
## Rights and obligations attaching to shares
## Financial instruments
## Political donations
---
**Bunzl plc** Annual Report 2025 Strategic Report **Directors’ Report** Financial Statements **135** Additional Information **OTHER STATUTORY INFORMATION** continued The second tranche of the 2025 Programme, The Company has chosen, in accordance with
|Restrictions on voting rights||External auditors|||||
|---|---|---|---|---|---|---|
|A member shall not be entitled to vote, unless the|to purchase ordinary shares up to a maximum|Each of the directors in office at the date of|section 414C(11) of the Companies Act 2006,||||
|Board otherwise decides, at any general meeting|consideration of £150 million, commenced on|approval of this report confirms that:|to include the following matters in its Strategic||||
|or class meeting in respect of any shares held by|3 March 2025 and completed on 31 October|• so far as the director is aware, there is no|report that would otherwise be required to be||||
|them if any call or other sums payable remain|2025. A total of 5,634,401 ordinary shares, with an|relevant audit information of which the Group|disclosed in this Directors’ report:||||
|unpaid. Currently, all issued shares are fully paid.|aggregate nominal value of £1,811,057.46|and the Company’s auditors are unaware; and|• an indication of likely future developments in||||
|In addition, no member shall be entitled to vote if|were purchased under the second tranche of||the Group’s business (see pages 2 to 73); and||||
|they have been served with a restriction notice|the 2025 Programme. The volume weighted|• the director has taken all steps that he or she|• greenhouse gas emissions, energy||||
|after failing to provide the Company with|average price paid per share was £26.62, with|ought to have taken as a director in order to|consumption and energy efficiency (see||||
|information concerning certain interests in the|a total consideration paid (excluding all costs)|make the director aware of any relevant audit|pages 42 to 57 and 200 to 212).||||
|Company’s shares required to be provided under|of £150 million.|information and to establish that the Group|||||
|the Companies Act 2006. Votes may be exercised|The shares purchased under the 2025|and the Company’s auditors are aware of that|By order of the Board||||
|in person or by proxy. The Articles currently|Programme represented 2.15% of the shares|information.|Laura Brinkworth-Bell||||
|provide a deadline for submission of proxy forms|in issue at its commencement.|This confirmation is given and should be|Secretary||||
|of 48 hours before the relevant meeting, 24 hours|The purpose of the 2025 Programme was to|interpreted in accordance with the provisions|2 March 2026||||
|before a poll is taken if such poll is taken more|reduce the issued share capital of the Company|of section 418 of the Companies Act 2006.|||||
|than 48 hours after it was demanded or during the meeting at which the poll was demanded if|and all ordinary shares purchased thereunder|Resolutions are to be proposed at the|||||
|the poll is not taken straight away but is taken|have been cancelled. No shares were held in|forthcoming AGM for the re-appointment of|||||
|not more than 48 hours after it was demanded|treasury during the year, or during the period|PricewaterhouseCoopers LLP as auditors|||||
|(provided in each case that no account shall|from year end up to (and including) 2 March 2026.|of the Company, at a rate of remuneration|||||
|be taken of any part of a day that is not a||to be determined by the directors.|||||
|working day).|The Company’s wholly owned subsidiary, Bunzl Finance plc, has a number of bilateral loan|The Strategic report and the Directors’ report were approved by the Board on 2 March 2026.|||||
|At the 2025 AGM, shareholders gave the Company|facilities with a range of different counterparties,||||||
|authority to purchase up to a maximum amount|all of which are guaranteed by the Company, are||||||
|equivalent to approximately 10% of its issued|in substantially the same form and are repayable||||||
|share capital. The Company will seek to renew this|at the option of the lender in the event of a||||||
|authority at the forthcoming 2026 AGM, in line|change of control of the Company. Similar change||||||
|with the recommendations of the Pre-Emption|of control provisions in relation to the Company||||||
|Group and within the limits set out in the notice|are included in the US dollar, sterling and euro||||||
|of the 2026 AGM.|US private placement notes and the senior unsecured bonds (which are listed on the Main||||||
|On 17 December 2024, the Company announced|Market and International Securities Market of||||||
|its intention to execute £200 million of buybacks|the London Stock Exchange), all of which have|As at 31 December 2025, the Company had been notified of the following significant interests in|||||
|during 2025 (the ‘2025 Programme’). The first|been entered into by Bunzl Finance plc and|the issued share capital of the Company, in accordance with Rule 5 of the Financial Conduct|||||
|tranche of the 2025 Programme, to purchase|the Company and are also guaranteed by|Authority’s DTRs.|||||
|ordinary shares up to a maximum consideration|the Company.|||Date of|Number of|% of issued|
|of £50 million, commenced on 2 January 2025 and||Shareholder|notification||shares|share capital|
|completed on 25 February 2025. A total of||Schroders plc||0 6.11.24|16,695,791|4.99%|
|1,485,587 ordinary shares, with an aggregate||Mawer Investment Management Ltd.||21.11.25|16,179,937|4.99%|
|nominal value of £477,510.11 were purchased under the first tranche of the 2025 Programme.||The Capital Group Companies, Inc.||19.02.25|16,031,548|4.86%|
|The volume weighted average price paid per||Norges Bank||22.05.24|10,065,895|2.98%|
|share was £33.66, with a total consideration paid (excluding all costs) of £50 million.||No notifications have been received between 31 December 2025 and 2 March 2026.|||||
A member shall not be entitled to vote, unless the to purchase ordinary shares up to a maximum Each of the directors in office at the date of section 414C(11) of the Companies Act 2006,
## Significant agreements
## Authority to purchase own shares
## Substantial shareholdings
---
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2025
Notes 2025 £m 2024 £m
Revenue 4 11,845.4 11,776.4
Operating profit 4 735.3 799.3
Finance income 6 54.6 72.6
Finance expense 6 (181.3) (178.0)
Disposal of businesses 10 11.9 (20.3)
Profit before income tax 620.5 673.6
Income tax 7 (160.7) (172.6)
Profit for the year 459.8 501.0
Profit is attributable to:
Company's equity holders 459.2 500.4
Non-controlling interests 0.6 0.6
Profit for the year 459.8 501.0
Earnings per share attributable to the Company's equity holders
Basic 8 141.5p 149.6p
Diluted 8 140.9p 148.7p
Alternative performance measures¹
Operating profit 4 735.3 799.3
Adjusted for:
Amortisation excluding software 4 151.5 148.3
Acquisition related items through operating profit 4 23.5 31.7
Non-recurring pension scheme credit 4 – (3.2)
Adjusted operating profit 910.3 976.1
Finance income 6 54.6 72.6
Adjusted finance expense 6 (177.8) (175.8)
Adjusted profit before income tax 787.1 872.9
Tax on adjusted profit 7 (204.6) (222.4)
Adjusted profit for the year 582.5 650.5
Adjusted profit is attributable to:
Company's equity holders 581.9 649.9
Non-controlling interests 0.6 0.6
Adjusted profit for the year 582.5 650.5
Adjusted earnings per share attributable to the Company's equity holders 8 179.3p 194.3p
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Notes 2025 £m 2024 £m
Profit for the year 459.8 501.0
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Actuarial loss on defined benefit pension schemes 25 (3.7) (35.1)
Tax on items that will not be reclassified to profit or loss 7 0.9 8.2
Total items that will not be reclassified to profit or loss (2.8) (26.9)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations (31.8) (193.3)
Reclassification from translation reserve to income statement on disposal of foreign operations 10 (5.6) 18.7
(Loss)/gain recognised in cash flow hedge reserve (6.9) 6.3
Gain taken to equity as a result of effective net investment hedges 5.2 20.3
Tax on items that may be reclassified to profit or loss 7 1.8 (1.7)
Total items that may be reclassified subsequently to profit or loss (37.3) (149.7)
Other comprehensive expense for the year (40.1) (176.6)
Total comprehensive income 419.7 324.4
Total comprehensive income is attributable to:
Company's equity holders 419.2 323.8
Non-controlling interests 0.5 0.6
Total comprehensive income 419.7 324.4
See Note 3 on pages 147 to 149 for further details of the alternative performance measures.
The Accounting policies and other Notes on pages 141 to 177 form part of these consolidated financial statements.
---
CONSOLIDATED BALANCE SHEET
at 31 December 2025
Notes 2025 £m 2024 £m
Assets
Property, plant and equipment 11 231.1 213.3
Right-of-use assets 12 682.1 697.6
Intangible assets 13 3,618.1 3,683.8
Defined benefit pension assets 25 34.2 35.8
Derivative financial assets 6.1 –
Deferred tax assets 20 21.9 14.1
Total non-current assets 4,593.5 4,644.6
Inventories 15 1,682.6 1,760.9
Trade and other receivables 16 1,729.4 1,634.1
Income tax receivable 15.8 13.0
Derivative financial assets 10.8 28.0
Cash and cash equivalents 28 540.1 1,432.9
Assets classified as held for sale – 15.7
Total current assets 3,978.7 4,884.6
Total assets 8,572.2 9,529.2
Equity
Share capital 21 104.2 106.4
Share premium 215.5 212.1
Translation reserve (356.6) (324.6)
Other reserves 22.0 24.3
Retained earnings 2,803.9 2,769.2
Total equity attributable to the Company’s equity holders 2,789.0 2,787.4
Non-controlling interests 3.8 3.3
Total equity 2,792.8 2,790.7
Liabilities
Interest bearing loans and borrowings 28 1,736.5 1,361.7
Defined benefit pension liabilities 25 16.8 16.0
Other payables 17 240.2 255.4
Provisions 19 55.4 49.7
Lease liabilities 27 555.5 573.7
Derivative financial liabilities 62.9 82.8
Deferred tax liabilities 20 258.7 263.3
Total non-current liabilities 2,926.0 2,602.6
Bank overdrafts 28 212.6 987.9
Interest bearing loans and borrowings 28 203.8 619.2
Trade and other payables 17 2,108.4 2,206.1
Income tax payable 77.6 63.7
Provisions 19 57.5 57.1
Lease liabilities 27 187.0 180.4
Derivative financial liabilities 6.5 15.8
Liabilities relating to assets classified as held for sale – 5.7
Total current liabilities 2,853.4 4,135.9
Total liabilities 5,779.4 6,738.5
Total equity and liabilities 8,572.2 9,529.2
The financial statements on pages 136 to 177 were approved by the Board of Directors of Bunzl plc
(Company registration number 358948) on 2 March 2026 and signed on its behalf by Frank van Zanten,
Chief Executive Officer and Richard Howes, Chief Financial Officer.
---
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Share capital £m Share premium £m Translation reserve £m Other reserves Retained earnings Total attributable to the Company's equity holders £m Non-controlling interests £m Total equity £m
Merger £m Capital redemption £m Cash flow hedge £m Own shares £m Earnings £m
At 1 January 2025 106.4 212.1 (324.6) 2.5 18.4 3.4 (63.3) 2,832.5 2,787.4 3.3 2,790.7
Profit for the year
Actuarial losses on defined benefit pension schemes
Foreign currency translation differences on foreign operations
Reclassification from translation reserve to income statement on disposal of foreign operations
Gain taken to equity as a result of effective net investment hedges
Loss recognised in cash flow hedge reserve
Income tax credit on other comprehensive expense
Total comprehensive income
2024 interim dividend
2024 final dividend
Movement from cash flow hedge reserve to inventory (net of tax)
Hyperinflation accounting adjustments¹
Issue of share capital 0.1 3.4
Own shares purchased for cancellation (Note 21)
Own shares cancelled (Note 21)
Employee trust shares
Movement on own share reserves
Share based payments (net of tax)
At 31 December 2025 104.2 215.5 (356.6) 2.5 20.7 (1.2) (66.3) 2,870.2 2,789.0 3.8 2,792.8
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **139**
# CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
*for the year ended 31 December 2025 continued* Other reserves Retained earnings Total attributable to Share Share Translation Capital Cash flow Own the Company’s Non-controlling Total capital premium reserve Merger redemption hedge shares Earnings equity holders interests equity
||capital|premium|reserve|Merger redemption||hedge|shares|Earnings|equity holders|interests|equity|
|---|---|---|---|---|---|---|---|---|---|---|---|
||£m|£m|£m|£m|£m|£m|£m|£m|£m|£m|£m|
|At 1 January 2024|108.6|205.2|(170.2)|2.5|16.1|(1.9)|(70.9)|2,876.9|2,966.3|–|2,966.3|
|Profit for the year||||||||500.4|500.4|0.6|501.0|
|Actuarial losses on defined benefit pension schemes||||||||(35.1)|(35.1)|–|(35.1)|
|Foreign currency translation differences on foreign operations Reclassification from translation reserve to income statement on disposal|||(193.3)||||||(193.3)|–|(193.3)|
|of foreign operations|||18.7||||||18.7|–|18.7|
|Gain taken to equity as a result of effective net investment hedges|||20.3||||||20.3|–|20.3|
|Gain recognised in cash flow hedge reserve||||||6.3|||6.3|–|6.3|
|Income tax (charge)/credit on other comprehensive expense|||(0.1)|||(1.6)||8.2|6.5|–|6.5|
|Total comprehensive income 2023 interim dividend 2023 final dividend|||(154.4)|||4.7||473.5 (61.0) (167.6)|323.8 (61.0) (167.6)|0.6 – –|324.4 (61.0) (167.6)|
|Movement from cash flow hedge reserve to inventory (net of tax)||||||0.6|||0.6|–|0.6|
|Hyperinflation accounting adjustments¹||||||||17.1|17.1|–|17.1|
|Non-controlling interest acquired|||||||||–|2.7|2.7|
|Issue of share capital Own shares purchased for cancellation (Note 21)|0.1|6.9||||||(301.2)|7.0 (301.2)|– –|7.0 (301.2)|
|Own shares cancelled (Note 21) Employee trust shares|(2.3)||||2.3||(16.6)||– (16.6)|– –|– (16.6)|
|Movement on own share reserves|||||||24.2|(24.2)|–|–|–|
|Share based payments (net of tax)||||||||19.0|19.0|–|19.0|
|At 31 December 2024 1. IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ remains applicable for the Group’s businesses with a functional currency of the Turkish lira. The results of the Group’s businesses in Turkey have been adjusted for the effects of inflation in accordance with IAS 29. See Note 1 for further details.|106.4|212.1|(324.6)|2.5|18.4|3.4|(63.3)|2,832.5|2,787.4|3.3|2,790.7|
£m £m £m £m £m £m £m £m £m £m £m
---
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2025
Notes 2025 £m 2024 £m
Cash flow from operating activities
Profit before income tax 620.5 673.6
Adjusted for:
net finance expense 6 126.7 105.4
amortisation excluding software 13 151.5 148.3
acquisition related items through operating profit 4 23.5 31.7
non-recurring pension scheme credit 25 – (3.2)
disposal of businesses 10 (11.9) 20.3
Adjusted operating profit 910.3 976.1
Adjustments:
depreciation and software amortisation 30 253.2 235.8
other non-cash items 30 3.1 18.6
working capital movement 30 (30.5) (97.1)
Cash generated from operations before acquisition related items 1,136.1 1,133.4
Cash outflow from acquisition related items 9 (43.4) (42.0)
Income tax paid (179.7) (180.5)
Cash inflow from operating activities 913.0 910.9
Cash flow from investing activities
Interest received 50.9 61.4
Purchase of property, plant and equipment and software 11,13 (71.5) (54.4)
Sale of property, plant and equipment and software 2.7 17.2
Purchase of businesses net of cash acquired 9 (118.5) (636.2)
Disposal of businesses net of cash disposed 10 17.0 2.9
Cash outflow from investing activities (119.4) (609.1)
Cash flow from financing activities
Interest paid excluding interest on lease liabilities (127.3) (126.6)
Dividends paid 22 (242.2) (228.6)
Increase in borrowings 495.4 561.7
Repayment of borrowings (559.2) (132.9)
Receipts on settlement of foreign exchange contracts 8.9 24.2
Payment of lease liabilities – principal 27 (192.1) (178.2)
Payment of lease liabilities – interest 27 (40.6) (38.5)
Proceeds from issue of ordinary shares to settle share options 3.5 7.0
Proceeds from exercise of market purchase share options 2.8 53.7
Purchase of own shares 21 (204.8) (247.9)
Purchase of employee trust shares (46.3) (75.0)
Cash outflow from financing activities (901.9) (381.1)
Decrease in cash, cash equivalents and overdrafts (108.3) (79.3)
Notes 2025 £m 2024 £m
Cash, cash equivalents and overdrafts at start of year 445.0 551.9
Decrease in cash, cash equivalents and overdrafts (108.3) (79.3)
Currency translation (9.2) (27.6)
Cash, cash equivalents and overdrafts at end of year 28 327.5 445.0
Alternative performance measures¹
Cash generated from operations before acquisition related items 1,136.1 1,133.4
Purchase of property, plant and equipment and software (71.5) (54.4)
Sale of property, plant and equipment and software 2.7 17.2
Payment of lease liabilities 27 (232.7) (216.7)
Operating cash flow 834.6 879.5
Adjusted operating profit 910.3 976.1
Add back depreciation of right-of-use assets 12 197.8 186.1
Deduct payment of lease liabilities 27 (232.7) (216.7)
Lease adjusted operating profit 875.4 945.5
Cash conversion (operating cash flow as a percentage of lease adjusted operating profit) 95% 93%
Operating cash flow 834.6 879.5
Net interest paid excluding interest on lease liabilities (76.4) (65.2)
Income tax paid (179.7) (180.5)
Free cash flow 578.5 633.8
† See Note 3 on pages 147 to 149 for further details of the alternative performance measures.
---
NOTES
1 Basis of preparation
Bunzl plc (the ‘Company’) is a public company, which is limited by shares and is listed on the London Stock Exchange. The Company is incorporated and domiciled in the United Kingdom and is registered in England and Wales.
a. Basis of accounting
The consolidated financial statements for the year ended 31 December 2025 have been approved by the Board of directors of Bunzl plc. They are prepared in accordance with UK-adopted International Accounting Standards ('IASs') in conformity with the requirements of the Companies Act 2006 and the applicable legal requirements of the Companies Act 2006. The consolidated financial statements also comply fully with International Financial Reporting Standards ('IFRSs') as issued by the International Accounting Standards Board ('IASB'). They are prepared under the historical cost convention with the exception of certain items which are measured at fair value as described in the accounting policies below.
(i) Going concern
The directors, having reassessed the principal risks and uncertainties, consider it appropriate to adopt the going concern basis of accounting in the preparation of the financial statements.
In reaching this conclusion, the directors noted the Group’s strong operating cash flow performance in the year and the substantial funding held by the Group as described in the Financial Review. The directors also considered a range of different forecast scenarios for the 18 month period from the date of these financial statements to the end of June 2027 starting with a base case projection derived from the Group’s 2026 Budget excluding any non-committed spending or changes in funding. The resilience of the Group to a severe but plausible downside scenario was factored into the directors’ considerations. The severe but plausible downside scenario included a 15% reduction in adjusted operating profit from the potential for adverse impacts from the crystallisation of the principal risks to the Group’s organic growth and a reduction in the Group cash conversion to 80% (cash conversion in 2025 was 95% and in 2024 was 93%).
In addition, the Group has carried out a reverse stress test against the base case to determine the level of performance that would result in a breach of financial covenants (as disclosed in Note 18). In order for a breach of covenants to occur during the 18 month period to the end of June 2027 the Group would need to experience a reduction in EBITDA of over 45% compared with the base case.
In the severe but plausible downside scenario it was found that the Group was resilient and in particular it remained in compliance with the relevant financial covenants. The conditions required to create the reverse stress test scenario were so severe that they were considered to be implausible. The directors are therefore satisfied that the Group’s forecasts, and the severe but plausible downside scenario applied to them, show that there are no material uncertainties over going concern, including no anticipated breach of covenants, and therefore the going concern basis of preparation continues to be appropriate.
(ii) Impact of hyperinflation on the financial statements at 31 December 2025
The Group’s financial statements include the results and financial position of its Turkish operations restated to the measuring unit current at the end of the year, with hyperinflationary gains and losses in respect of monetary items being reported in finance expense. Comparative amounts presented in the financial statements have not been restated. The inflation rates used by the Group are the official rates published by the Turkish Statistical Institute. The movement in the publicly available official price index for the year ended 31 December 2025 was an increase of 31% (2024: increase of 44%) in Turkey.
IAS 29 requires that the income statement is adjusted for inflation in the year and translated at the year end foreign exchange rates and that non-monetary assets and liabilities on the balance sheet are inflated to reflect the change in purchasing power caused by inflation from the date of initial recognition. For the year ended 31 December 2025, this resulted in an increase in goodwill of £5.2m (2024: £7.5m). The impacts on other non-monetary assets and liabilities were immaterial. The impact to retained earnings during the year was a gain of £11.2m (2024: gain of £17.1m). The total impact to the Consolidated income statement during the year was a charge of £6.6m (2024: £9.8m) to profit after tax from hyperinflation accounting adjustments, comprising a £6.8m adverse impact (2024: £9.9m adverse impact) on adjusted profit before tax and a decreased tax charge of £0.2m (2024: £0.1m decreased tax charge).
When applying IAS 29 on an ongoing basis, comparatives in a stable currency are not restated with the translation effect presented within other comprehensive income during the year, and the effect of inflating opening balances to the measuring unit current at the end of the reporting period presented as a change in equity.
b. Newly adopted accounting policies
There are no new standards or amendments to existing standards that are effective that have had a material impact on the Group. Based on the Group’s ongoing assessment, the Group does not anticipate any new or revised standards and interpretations that are effective from 1 January 2026 and beyond to have a material impact on its consolidated results or financial position.
---
**Financial Statements** Additional Information **142** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 2 Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all years presented in the consolidated financial statements.
**a. Basis of consolidation**
(i) Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group is either exposed or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. A list of all of the Company’s subsidiary undertakings is included in the Related undertakings note in the Shareholder information section on pages 191 to 197 and is incorporated by reference within these financial statements and is, therefore, subject to audit. The results of all of the subsidiary undertakings are included in full in these consolidated financial statements. The following UK subsidiaries are exempt from the requirements under the Companies Act 2006 relating to the audit of individual financial statements by virtue of section 479A of the Act. Company Name Registered number Bunzl American Holdings (No. 1) Limited 02865710 Bunzl American Holdings (No. 2) Limited 05286676 Bunzl Holding GTL Limited 0685352 Bunzl Holding LCE Limited 0970892 Bunzl Mexico Holdings 1 Limited 13558260 Bunzl Mexico Holdings 2 Limited 13558193 Bunzl Overseas Holdings Limited 02865701 Bunzl Overseas Holdings (No. 2) Limited 02090880 Bunzl Overseas Holdings (No. 3) Limited 08224950 Henares Limited 06387342 Yorse No. 1 Limited 04373660 Yorse No. 3 Limited 02317609 Selectuser Limited 03829908 (ii) Business combinations The acquisition method of accounting is used to account for the acquisition of subsidiaries. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the acquisition date. The consideration paid or payable in respect of acquisitions comprises amounts paid on completion and deferred consideration, excluding payments which are contingent on the continued employment of former owners of businesses acquired. Where material, deferred consideration is discounted to present value using an appropriate discount rate and is unwound within finance expense over the relevant period. The excess of the consideration over the fair value of the identifiable net assets acquired is recorded as goodwill. Payments that are contingent on future employment are charged to the income statement over the period of employment. Transaction costs and expenses such as professional fees are charged to the income statement in the period they are incurred.
When less than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes an option to purchase the remaining share capital of the subsidiary, the anticipated acquisition method is applied, where judged appropriate to do so based on the risks and rewards associated with the option to purchase, meaning that no non-controlling interest is recognised. A liability is carried on the balance sheet equal to the fair value of the option and this is revised to fair value at each reporting date with differences being recorded in acquisition related items in the income statement. When less than 100% of the issued share capital of a subsidiary is acquired and the acquisition does not include an option to purchase the remaining share capital of the subsidiary, the non-controlling interests are stated at the non-controlling interests’ proportion of the fair values of the assets and liabilities recognised. (iii) Disposal of businesses Where a subsidiary undertaking is sold, the profit or loss on disposal is calculated as the difference between the aggregate of the fair value of the consideration received and the carrying amount of the assets and liabilities of the subsidiary on the date of disposal less any transaction costs relating to the disposal. On the disposal of a subsidiary with assets and liabilities denominated in foreign currency, the cumulative translation difference associated with that subsidiary in the translation reserve is credited or debited to the profit or loss on disposal recognised in the income statement. Cash received on disposal of businesses is shown within investing activities in the Consolidated cash flow statement, net of cash, cash equivalents and overdrafts disposed of and transaction costs paid. (iv) Assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, they are available for immediate disposal and the sale is highly probable. Non-current assets and disposal groups held for sale are measured at the lower of their carrying amount or fair value less costs to sell.
(v) Transactions eliminated on consolidation Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements.
**b. Foreign currency** Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate prevailing at that date. Foreign exchange differences arising on translation are recognised in the income statement, unless they qualify for cash flow or net investment hedge accounting treatment, in which case the effective portion is recognised directly in other comprehensive income. Assets and liabilities of foreign operations are translated at the exchange rate prevailing at the balance sheet date. Income and expenses of foreign operations are translated at average exchange rates with the exception of subsidiaries in hyperinflationary economies that are translated at the closing rate at the end of the year. All resulting exchange differences, including exchange differences arising from the translation of borrowings and other financial instruments designated as hedges of such balances, are recognised directly in other comprehensive income and accumulated in the translation reserve. Differences that have arisen since 1 January 2004, the date of transition to IFRS, are presented in this separate component of equity.
**c. Revenue** The Group is principally engaged in the delivery of goods to customers representing a single performance obligation which is typically satisfied upon delivery of the relevant goods. Revenue related to the provision
---
NOTES continued
2 Accounting policies continued
of services is recognised when the service is provided, which for the majority of the Group’s service revenue represents a single performance obligation. Service revenue is recognised over time where it relates to multiple performance obligations being satisfied, usually based on work completed to date. Revenue is not recognised if there is significant uncertainty regarding recovery of the consideration due.
Revenue is valued at invoiced amounts, excluding sales taxes and including estimates for variable consideration where relevant, such as returns, rebates and discounts, for which a liability is recognised as required. Returns and early settlement discount liabilities are based on experience over an appropriate period whereas volume discount (including rebates) liabilities are based on agreements with customers and expected volumes.
d. Cost of goods sold
Cost of goods sold consists of the cost of the inventories sold or disposed of in the period where the cost of inventories is net of supplier rebate income related to those inventories.
e. Supplier rebates
The Group has various rebate arrangements with a number of suppliers. Some of these arrangements are based on the volume of products purchased and others are based on the volume of products sold. Supplier rebate income is recognised in cost of goods sold concurrent with the sale of the inventories to which it relates and is calculated by reference to the expected consideration receivable from each rebate arrangement. Substantially all supplier rebate income is unconditional and non-judgemental. Supplier rebate income is not recognised if there is significant uncertainty regarding recovery of the amount due. Supplier rebate income accrued but not yet received is included in other receivables.
f. Share based payments
The Group operates a number of equity settled share based payment compensation plans. Details of these plans are outlined in Note 21 and the Directors’ remuneration report. The total expected expense is based on the fair value of options and other share based incentives at the grant date, calculated using a valuation model, and is spread over the expected vesting period with a corresponding credit to equity.
g. Leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct costs incurred and any lease payments made at or before the lease commencement date, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease. If that rate cannot readily be determined, as is the case in the vast majority of the leasing activities of the Group, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset in a similar economic environment with similar terms and conditions. The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index/rate or a change in the Group’s assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the right-of-use asset.
Judgements are involved in determining the lease term, particularly because termination options are included in a number of property leases across the Group to facilitate operational flexibility. The majority of termination options held are exercisable only by the Group and not by the respective lessor. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise a termination option. Periods after the date of a termination option are only included in the lease term if it is reasonably certain that the lease will not be terminated. The assessment of the lease term is reviewed if a significant event or a significant change in circumstances occurs that is within the control of the Group.
Payments associated with short term leases and leases of low value assets are recognised on a straight line basis as an expense in profit or loss. Short term leases are leases with a lease term of 12 months or less. Low value assets are assets with a value of less than £5,000 when new, typically small items of IT equipment, office equipment and office furniture.
h. Income tax
Income tax in the income statement comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or recoverable on the taxable income or loss for the year using tax rates enacted or substantively enacted at the balance sheet date and any adjustments in respect of prior years. Current tax payable is recognised when it is probable that the Group will be required to settle the obligation. The Group’s policy for accounting for current tax payable or receivable where it is uncertain is described in more detail in Note 2y – Sources of estimation uncertainty – Taxation.
Deferred tax is provided using the balance sheet liability method providing for temporary differences arising between tax bases and carrying amounts in the consolidated financial statements. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is not recognised for the following temporary differences: goodwill not deductible for tax purposes, the initial recognition of assets and liabilities that affect neither accounting nor taxable profits and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future and where the Company controls the timing of the reversal. A deferred tax asset is recognised only to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilised.
i. Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any impairment losses. The carrying values of property, plant and equipment are periodically reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items.
j. Depreciation
Depreciation is charged to the income statement on a straight line basis to write off cost less estimated residual value over the assets’ estimated remaining useful lives. The estimated useful lives are as follows:
Buildings 50 years (or depreciated over life of lease if shorter than 50 years)
Plant and machinery 3 to 12 years
Fixtures, fittings and equipment 3 to 12 years
Freehold land Not depreciated
Assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date.
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**Financial Statements** Additional Information **144** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**2 Accounting policies** continued
**k. Intangible assets**
(i) Goodwill Acquisitions are accounted for using the acquisition method. As permitted by IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, the Group chose to apply IFRS 3 ‘Business Combinations’ from 1 January 2004 and elected not to restate previous business combinations. For acquisitions made before 1 January 2004, goodwill represents the amount previously recorded under UK Generally Accepted Accounting Practice (‘UK GAAP’). For acquisitions that occurred between 1 January 2004 and 31 December 2009, goodwill represents the cost of the business combination in excess of the fair value of the identifiable assets, liabilities and contingent liabilities acquired. For acquisitions that have occurred on or after 1 January 2010, goodwill represents the cost of the business combination (excluding payments contingent on future employment and transaction costs and expenses) in excess of the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is allocated to cash generating units (‘CGUs’) and is tested annually for impairment. Negative goodwill arising on acquisition is recognised immediately in the income statement. (ii) Customer and supplier relationships, brands and technology Customer and supplier relationships, brands and technology intangible assets acquired in a business combination are recognised on acquisition and recorded at fair value. Subsequent to initial recognition, customer and supplier relationships, brands and technology intangible assets are stated at cost less accumulated amortisation and any impairment losses. Amortisation is charged to the income statement on a straight line basis over the estimated useful economic lives which range from 3 to 19 years. The carrying values of Customer and supplier relationships, brands and technology are periodically reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. (iii) Software Software is stated at historical cost less accumulated amortisation and any impairment losses. The carrying values of software are periodically reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. Amortisation is charged to the income statement on a straight line basis over the estimated useful economic lives which range from 3 to 10 years.
**l. Impairment** The carrying amounts of the Group’s assets are reviewed annually to determine if there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. The recoverable amounts of assets carried at amortised cost are calculated as the present value of estimated future cash flows, discounted at appropriate pre-tax discount rates. The recoverable amounts of other assets are the greater of their fair value less the costs of disposal and the value in use. In assessing the value in use, the estimated future cash flows are discounted to their present values using appropriate pre-tax discount rates. Impairment losses are recognised when the carrying amount of an asset or CGU exceeds its recoverable amount, with impairment losses being recognised in the income statement.
**m. Inventories** Inventories are valued at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle and comprises the purchase price, net of any related supplier volume rebates, plus import duties and other taxes, inbound freight and haulage costs and other related costs incurred to bring the product to its present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and estimated
cost necessary to make the sale. Provision is made for obsolete, slow moving or defective items and market price movements where appropriate.
**n. Trade and other receivables** Trade and other receivables are initially measured at fair value, which for trade receivables is equal to the consideration expected to be received from the satisfaction of performance obligations. Subsequent to initial recognition these assets are measured at amortised cost less any provision for impairment losses including expected credit losses. In accordance with IFRS 9 ‘Financial Instruments’ the Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics such as the ageing of the debt and the credit risk of the customers. An historical credit loss rate is then calculated for each group and adjusted to reflect expectations about future credit losses. Inputs and assumptions used for expected credit loss provisions are based on local operating company historical experience and expectations about future credit losses. The Group does not have any significant contract assets.
**o. Trade and other payables** Trade and other payables are initially measured at fair value including any directly attributable transaction costs. Subsequent to initial recognition these liabilities are measured at amortised cost. The Group has contract liabilities in the form of deferred income which arises from consideration received in advance of the satisfaction of performance obligations.
**p. Financial instruments** Classification and measurement Under IFRS 9, financial instruments are initially measured at fair value with subsequent measurement depending upon the classification of the instrument. IFRS 13 ‘Fair Value Measurement’ defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All non-derivative financial assets and liabilities are subsequently held at amortised cost unless they are in a fair value hedge relationship, with the exception of money market funds which are held at fair value. Financial assets and liabilities held in a fair value hedge relationship are held at amortised cost with a fair value adjustment with subsequent changes in this fair value adjustment recorded in the income statement. Derivatives and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either:
- a hedge of the fair value of recognised assets or liabilities or a firm commitment (‘fair value hedge’);
- a hedge of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (‘cash flow hedge’); or
- a hedge of a net investment in a foreign operation (‘net investment hedge’). The Group documents its risk management objectives and strategy for undertaking its hedge transactions. At inception of hedge relationships, the Group documents the economic relationship between the hedging instruments and the hedged items.
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**Financial Statements** Additional Information **145** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**2 Accounting policies** continued The fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is 12 months or less.
(i) Fair value hedge Where a derivative instrument is designated and qualifies as a hedge of a recognised asset or liability, all changes in the fair value of the derivative are recognised immediately in the income statement within finance expense. The carrying value of the hedged item is adjusted by the change in fair value that is attributable to the risk being hedged with changes recognised in the income statement, also within finance expense. The gain or loss relating to any ineffective portion of the hedging arrangement is recognised immediately in finance expense in the income statement. If the hedge relationship is de-designated, then from the point of de-designation there is no further fair valuing of the hedged item. Any previous adjustment to the carrying amount of the hedged item is amortised over the remaining maturity of the hedged item. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to any ineffective portion is recognised immediately in the income statement. Where a derivative instrument is designated and qualifies as a hedge of a forecast transaction, only the change in fair value of the forward contract related to the spot component is designated as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contract are initially recognised in the cash flow hedge reserve within equity. The change in the forward element of the contract that relates to the hedged item is recognised in the income statement. Gains or losses accumulated in equity are reclassified to the income statement when the hedged item affects profit or loss. When the hedged item results in the recognition of a non-financial asset, the gains or losses accumulated in equity are transferred from equity and included in the carrying amount of the non-financial asset, with the deferred gains or losses ultimately being recognised in the income statement as the non-financial asset affects profit or loss. This transfer is not a reclassification adjustment. When a hedging instrument expires, any cumulative deferred gain/loss in equity relating to that instrument remains in equity until the forecast transaction occurs at which point it is reclassified to the income statement. When the forecast transaction is no longer expected to occur, the cumulative deferred gain/loss recorded in equity is immediately reclassified to the income statement. (iii) Net investment hedge Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in foreign operations are recognised directly in equity to the extent the hedge is effective and are accumulated in a separate reserve within equity. To the extent that the hedge is ineffective such differences are recognised in the income statement. (iv) Other derivative instruments Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement.
**q. Cash, cash equivalents and overdrafts** Cash and cash equivalents, as reported in the balance sheet, comprises cash at bank and in hand and money market funds. Cash at bank and in hand includes cash balances and short term deposits with maturities of three months or less from the date the deposit is made. Cash, cash equivalents and overdrafts, as reported in the cash flow statement, comprises cash at bank and in hand, money market funds and bank overdrafts.
**r. Net debt** Net debt is defined as interest bearing loans and borrowings adjusted for the fair value of interest rate swaps on fixed interest rate borrowings and other derivatives managing the interest rate risk and currency profile less cash, cash equivalents and overdrafts. Interest bearing loans and borrowings include commercial paper issued by the Group under its euro-commercial paper and US commercial paper programmes. Cash flows from the issuance and redemption of commercial paper are disclosed net in the cash flow statement because the instruments have short maturities and are frequently rolled over.
**s. Provisions** A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
**t. Investment in own shares** The cost of shares held either directly (treasury shares) or indirectly (employee benefit trust shares) is deducted from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are subsequently sold or reissued, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is recognised in retained earnings. Shares repurchased under the share buyback programme, which are immediately cancelled, are not shown as treasury shares, but are shown as a deduction from the profit and loss account reserve in the group statement of changes in equity. When an irrevocable commitment to repurchase shares is entered into, the value of the commitment is recognised as an accrual within trade and other payables in the balance sheet, with a corresponding charge recognised in the profit and loss account reserve in the consolidated statement of changes in equity. At each reporting date the Group remeasures the value of the shares held in the employee benefit trust to present them in the own shares reserve at the market value of those shares at the reporting date. This is done through a reclassification from retained earnings to the own shares reserve. This movement has no effect on the actual numbers of shares held by the employee benefit trust.
**u. Retirement benefits**
(i) Defined contribution pension schemes A defined contribution pension scheme is a post-employment benefit scheme under which the Company pays fixed contributions into a separate fund and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Obligations for contributions to defined contribution pension schemes are recognised as an expense in the income statement in the periods during which services are rendered by employees.
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**Financial Statements** Additional Information **146** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**2 Accounting policies** continued (ii) Defined benefit pension schemes A defined benefit pension scheme is a post-employment benefit plan other than a defined contribution pension scheme. Defined benefit pension schemes are recognised on the balance sheet as a defined benefit pension asset or a defined benefit pension liability based on the difference between the fair value of pension scheme assets and the present value of pension scheme liabilities. The present value of pension scheme liabilities is calculated by a qualified actuary using the projected unit method by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounted using the rate applicable to AA rated corporate bonds that have a similar maturity and currency to the pension scheme liabilities. The fair value of any pension scheme assets (at mid price) is deducted from the present value of pension scheme liabilities to determine the net deficit or surplus of each scheme. Remeasurements arising from defined benefit pension schemes comprise actuarial gains and losses on pension scheme liabilities and the actual return on pension scheme assets excluding amounts already included in net interest. The net actuarial gain or loss for the year is recorded in full in the statement of comprehensive income. Current service cost, past service cost or gain and gains and losses on any settlements and curtailments are credited or charged to the income statement. Past service cost is recognised immediately to the extent benefits are already vested. Net interest on the net defined benefit pension liability or asset is calculated by applying the discount rate used to measure the defined benefit pension scheme deficit or surplus at the beginning of the year to the net defined benefit pension liability or asset at the beginning of the year. Net interest is recorded within finance expense or finance income in the income statement. When the valuation of a defined benefit pension scheme results in a surplus, the recognised defined benefit pension asset is limited to the present value of benefits available in the form of any future refunds from the pension scheme or reductions in future contributions and takes into account the adverse effect of any minimum funding requirements.
**v. Dividends** The interim dividend is recognised in the statement of changes in equity in the period in which it is paid and the final dividend in the period in which it is approved by shareholders at the Annual General Meeting.
**w. Hyperinflationary economies** Where the Group has operations in countries to which hyperinflation accounting applies, the financial statements of the business concerned are accounted for under IAS 29 ‘Financial Reporting in Hyperinflationary Economies’. See Note 1a(ii) for details on the impact of hyperinflation accounting in the current year.
**x. Judgements made in applying the Group’s accounting policies** In the course of preparing the financial statements, the following judgements, in addition to those made in determining estimates and assumptions (see Note 2y below), were made in the process of applying the Group’s accounting policies that have had a significant effect on the amounts recognised in the financial statements: Determining lease terms under the application of IFRS 16 ‘Leases’ In measuring its right-of-use assets and lease liabilities, management is required to make judgements, particularly in relation to lease termination options. Periods after the date of a termination option are only included in the lease term if it is reasonably certain that the lease will not be terminated. As the
Group holds a portfolio of leases and determines lease terms on a case-by-case basis, it is impractical to provide any meaningful quantification of the impact the judgements taken compared with other assumptions that might have been applied have had on the overall amounts recognised in the financial statements. Non-controlling interests In determining whether to recognise a non-controlling interest for business combinations whereby less than 100% of the issued share capital of a subsidiary is acquired, and the acquisition includes an option to purchase the remaining share capital of the subsidiary, management is required to make judgements in relation to whether the risks and rewards associated with the non-controlling interest have substantially transferred to the Group. Management determines this on a case-by-case basis but if different judgements were applied, it could have a significant effect on certain amounts recognised in the financial statements, including goodwill, deferred consideration and non-controlling interests.
**y. Sources of estimation uncertainty** In applying the Group’s accounting policies various transactions and balances are valued using estimates or assumptions. Should these estimates or assumptions prove incorrect, there may be an impact on the following year’s financial statements. As at 31 December 2025, while not expected to result in a material change in the carrying value of assets or liabilities in the next 12 months, the following estimates or assumptions were used in applying the Group’s accounting policies. Defined benefit pension schemes The measurement of the present value of defined benefit pension scheme liabilities involves the use of various actuarial assumptions. The Group uses independent actuarial experts to assist with the estimation of the discount rates, inflation rates and longevity assumptions used for the measurement of defined benefit pension scheme liabilities but the actual liabilities could be materially different. The main risks to which the Group is exposed in relation to the valuation of the defined benefit pension schemes are described in Note 25. The Group’s net pension asset balance as at 31 December 2025 was £17.4m (2024: £19.8m). Fair values for assets and liabilities acquired Part of the Company’s strategy is to grow through acquisitions. Acquisitions are accounted for using the acquisition method as described in the business combinations accounting policy, Note 2a(ii), and the goodwill accounting policy, Note 2k(i). This includes the determination of fair values for assets and liabilities acquired, including the separate identification of intangible assets, which use assumptions and estimates and are therefore subjective. The Group has developed a process to meet the requirements of IFRS 3 including the separate identification of customer and supplier relationships, brands and technology intangible assets based on estimated future performance and customer attrition rates. This formal process is applied to each acquisition and involves an assessment of the assets acquired and liabilities assumed with assistance provided by external valuation specialists where appropriate. Until this assessment is complete, the allocation period remains open up to a maximum of 12 months from the relevant acquisition date. The process applied is described in Note 9. Deferred and contingent consideration The consideration paid or payable in respect of acquisitions comprises amounts paid on completion and deferred and contingent consideration. The amounts for deferred and contingent consideration, principally relating to earn outs and options over non-controlling interests, are estimated by calculating the present value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash flows, in particular the expected profitability. Movements in the estimated liability in respect of earn outs and put options are recognised in acquisition related items through operating profit in the income statement. As at 31 December 2025, the Group carried a liability for deferred consideration of £225.7m (2024: £258.2m).
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**Financial Statements** Additional Information **147** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**2 Accounting policies** continued Recoverability of goodwill, customer and supplier relationships, brands and technology intangible assets As noted above, part of the Company’s strategy is to grow through acquisitions which has led to material goodwill, customer and supplier relationships, brands and technology intangible assets being recognised on the balance sheet. Goodwill, which is allocated across CGUs, is tested annually to determine whether it is impaired by comparing the carrying amount of the goodwill to the recoverable amount of the CGU to which it has been allocated. Assumptions and estimates are used to determine the recoverable amount of each CGU, principally based on the present value of estimated future cash flows. Actual performance may differ from management’s expectations. The estimates and assumptions used in performing impairment testing are described in Note 13. Customer and supplier relationships, brands and technology intangible assets are also reviewed annually for indicators of impairment and if an indicator of impairment exists then similar recoverability testing, involving the use of estimates and assumptions, is performed for the business to which the customer relationships, brands and technology intangible assets relate. The useful economic lives of customer and supplier relationships, brands and technology intangible assets are also reviewed at least annually, with any revisions to the original estimated useful economic lives accounted for prospectively. As at 31 December 2025 the goodwill balance was £2,335.2m (2024: £2,286.1m), the amount of customer and supplier relationships intangible assets was £1,125.6m (2024: £1,235.8m), the amount of brands intangible assets was £110.0m (2024: £116.4m) and the amount of technology intangible assets was £3.8m (2024: £5.3m). Trade receivables and inventory provisions As at 31 December 2025, the Group carried trade receivables provisions of £43.1m (2024: £39.6m) and provisions for slow moving, obsolete or defective inventories and market price movements of £145.3m (2024: £143.5m). Taxation The Group operates in many countries and is therefore subject to tax laws in a number of different tax jurisdictions. The amount of tax payable or receivable on profits or losses for any period is subject to the agreement of the tax authority in each respective jurisdiction and the tax liability or asset position is open to review for several years after the relevant accounting period ends. In determining the provisions for income taxes, management is required to make assumptions based on interpretations of tax statute and case law, which it does after taking account of professional advice and prior experience. The majority of the Group’s tax payable balance of £77.6m (2024: £63.7m) relates to provisions for uncertain tax matters. Uncertainties in respect of enquiries and additional tax assessments raised by tax authorities are measured by management according to the guidance provided by IFRIC 23 ‘Uncertainty over Income Tax Treatments’ but the amounts ultimately payable or receivable may differ from the amounts of any provisions recognised in the consolidated financial statements as a result of the estimates and assumptions used. Management does not consider there to be any significant risks of material adjustment within the next financial year because tax provisions cover a range of matters across multiple tax jurisdictions with a variety of timescales before such matters are expected to be concluded.
## 3 Alternative performance measures
In addition to the various performance measures defined under IFRS, the Group reports a number of other measures that are designed to assist with the understanding of the underlying performance of the Group and its businesses. These measures are not defined under IFRS and, as a result, do not comply with Generally Accepted Accounting Practice (‘GAAP’) and are therefore known as ‘alternative performance measures’. Accordingly, these measures, which are not designed to be a substitute for any of the IFRS measures of performance, may not be directly comparable with other companies’ alternative performance measures. The principal alternative performance measures used within the consolidated financial statements and the location of the reconciliation to equivalent IFRS measures are shown and defined in the table below where applicable: **Organic revenue** Revenue excluding the incremental impact of acquisitions and disposals compared to revenue **growth** in prior years at constant exchange **Underlying** Revenue excluding the incremental impact of acquisitions and disposals compared to revenue **revenue growth** in prior years at constant exchange, adjusted for differences in trading days between years and adjusted to exclude growth in excess of 26% per annum in hyperinflationary economies (reconciled in the Financial review) **Adjusted operating profit** Operating profit before amortisation excluding software, acquisition related items through operating profit and non-recurring pension scheme charges/credits (reconciled in the following tables and in the Consolidated income statement) **Operating margin** Adjusted operating profit as a percentage of revenue **Adjusted finance** Finance expense before interest on unwinding of discounting on deferred consideration **expense** (reconciled in Note 6) **Adjusted profit** Profit before income tax, amortisation excluding software, acquisition related items, non- **before income tax** recurring pension scheme charges/credits and profit or loss on disposal of businesses (reconciled in the following tables) **Adjusted profit** Profit for the year before amortisation excluding software, acquisition related items, non- **for the year** recurring pension scheme charges/credits, profit or loss on disposal of businesses and the associated tax (reconciled in the following tables) **Effective tax rate** Tax on adjusted profit before income tax as a percentage of adjusted profit before income tax (reconciled in Note 7) **Adjusted earnings** Adjusted profit for the year attributable to the Company’s equity holders divided by the **per share** weighted average number of ordinary shares in issue (reconciled in the following tables and in Note 8) **Adjusted diluted** Adjusted profit for the year attributable to the Company’s equity holders divided by the diluted **earnings per share** weighted average number of ordinary shares (reconciled in Note 8) **Operating cash flow** Cash generated from operations before acquisition related items after deducting purchases of property, plant and equipment and software and adding back the proceeds from the sale of property, plant and equipment and software and deducting the payment of lease liabilities (as shown in the Consolidated cash flow statement) **Free cash flow** Operating cash flow after deducting payments for income tax and net interest excluding interest on lease liabilities (as shown in the Consolidated cash flow statement) **Lease adjusted** Adjusted operating profit after adding back the depreciation of right-of-use assets and **operating profit** deducting the payment of lease liabilities (as shown in the Consolidated cash flow statement)
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NOTES continued
3 Alternative performance measures continued
Cash conversion Operating cash flow as a percentage of lease adjusted operating profit (as shown in the Consolidated cash flow statement)
Working capital Inventories and trade and other receivables less trade and other payables, excluding non-trading related receivables, non-trading related payables (including those relating to acquisition payments) and dividends payable (reconciled in Note 14)
Return on average operating capital The ratio of adjusted operating profit to the average of the month end operating capital employed (being property, plant and equipment, right-of-use assets, software, inventories and trade and other receivables less trade and other payables)
Return on invested capital The ratio of adjusted operating profit to the average of the month end invested capital (being equity after adding back net debt, lease liabilities, net defined benefit pension scheme assets/liabilities, cumulative amortisation excluding software, acquisition related items and amounts written off goodwill, net of the associated tax)
Dividend cover The ratio of adjusted earnings per share to the total dividend per share
EBITDA Adjusted operating profit on a historical GAAP basis, before depreciation of property, plant and equipment and software amortisation and after adjustments as permitted by the Group's debt covenants, principally to exclude share option charges and to annualise for the effect of acquisitions and disposal of businesses
Net debt excluding lease liabilities Net debt excluding the carrying value of lease liabilities (reconciled in Note 28)
Covenant net debt to EBITDA Net debt excluding lease liabilities calculated at average exchange rates divided by EBITDA
Adjusted net debt Net debt excluding lease liabilities and including total deferred and contingent consideration (as reconciled in the Financial review)
Adjusted net debt including lease liabilities Net debt including lease liabilities and total deferred and contingent consideration (as reconciled in the Financial review)
Adjusted net debt to EBITDA Adjusted net debt calculated at average exchange rates divided by EBITDA adjusted for contractually agreed earnings targets
Adjusted net debt including lease liabilities calculated at average exchange rates divided by adjusted operating profit, before depreciation of property, plant and equipment and right of use assets and software amortisation and after adjustments to exclude share option charges and to annualise for the effect of acquisitions and disposal of businesses adjusted for contractually agreed earnings targets
Constant exchange rates Growth rates at constant exchange rates are calculated by retranslating the results for prior years at the average rates for the year ended 31 December 2025 so that they can be compared without the distorting impact of changes caused by foreign exchange translation. The principal exchange rates used for 2025 and 2024 can be found in the Financial review on page 29
There have been no new alternative performance measures during the period and all alternative performance measures have been calculated consistently with the methods applied in the consolidated financial statements for the year ended 31 December 2024.
A number of the alternative performance measures listed above exclude the charge for amortisation excluding software, acquisition related items, non-recurring pension scheme charges/credits, profit or loss on disposal of businesses and any associated tax, where relevant.
Acquisition related items through operating profit comprise deferred consideration relating to the retention of former owners of businesses acquired, transaction costs and expenses, adjustments to previously estimated earn outs, customer relationships asset impairment charges, goodwill impairment charges and interest on acquisition related income tax. Total acquisition related items also include interest on unwinding of discounting deferred consideration, which is included in net finance expense. Amortisation excluding software comprises amortisation of customer and supplier relationships, brands and technology intangible assets. Acquisition related items, amortisation (excluding software) and any associated tax are considered by management to form part of the total spend on acquisitions or are non-cash items resulting from acquisitions. The non-recurring pension scheme charges/credit relate to non-recurring charges arising from the Group's participation in a number of defined benefit pension schemes. In the year ended 31 December 2025 there were no non-recurring pension scheme charges. In the year ended 31 December 2024 the non-recurring pension scheme credit relates to a gain on curtailment of the UK defined benefit pension scheme following the scheme's closure to further accrual in May 2024. Disposal of businesses in the year ended 31 December 2025 relates to the profit on disposal of R3 Safety in North America on 31 January 2025. Disposal of businesses in the year ended 31 December 2024 relates to the loss on disposal of the Group's business in Argentina on 14 March 2024 and a healthcare business in Germany on 12 July 2024. None of these items relate to the trading performance of the business. Accordingly, these items are not taken into account by management when assessing the results of the business and are removed in calculating the profitability measures by which management assesses the performance of the Group. However, it should be noted that they do exclude charges that nevertheless do impact the Group's cash flow and GAAP financial performance.
Other alternative performance measures, including the Group's key performance indicators which are set out and defined on pages 36 to 38, are used to monitor the performance of the Group and a number of these are based on, or derived from, the alternative performance measures noted above.
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NOTES continued
3 Alternative performance measures continued
Reconciliation of alternative performance measures to IFRS measures
The principal profit related alternative performance measures, being adjusted operating profit, adjusted profit before income tax, adjusted profit for the year and adjusted earnings per share, are reconciled to
the most directly reconcilable statutory measures in the tables below:
Year ended 31 December 2025
Adjusted operating profit
910.3
(151.5)
(23.5)
–
735.3
Operating profit
Finance income
54.6
54.6
Finance income
Adjusted finance expense
(177.8)
(3.5)
(181.3)
Finance expense
Disposal of businesses
–
11.9
11.9
Disposal of businesses
Adjusted profit before income tax
787.1
(151.5)
(27.0)
–
11.9
620.5
Profit before income tax
Tax on adjusted profit
(204.6)
39.5
5.7
–
(1.3)
(160.7)
Income tax
Adjusted profit for the year
582.5
(112.0)
(21.3)
–
10.6
459.8
Profit for the year
Adjusted earnings per share attributable
to the Company’s equity holders
179.3p
(34.5)p
(6.6)p
–
3.3p
141.5p
Basic earnings per share attributable to the Company’s equity holders
Year ended 31 December 2024
Adjusted operating profit
976.1
(148.3)
(31.7)
3.2
799.3
Operating profit
Finance income
72.6
72.6
Finance income
Adjusted finance expense
(175.8)
(2.2)
–
(178.0)
Finance expense
Disposal of businesses
–
(20.3)
(20.3)
Disposal of businesses
Adjusted profit before income tax
872.9
(148.3)
(33.9)
3.2
(20.3)
673.6
Profit before income tax
Tax on adjusted profit
(222.4)
42.8
7.8
(0.8)
–
(172.6)
Income tax
Adjusted profit for the year
650.5
(105.5)
(26.1)
2.4
(20.3)
501.0
Profit for the year
Adjusted earnings per share attributable to
the Company’s equity holders
194.3p
(31.5)p
(7.8)p
0.7p
(6.1)p
149.6p
Basic earnings per share attributable to the Company’s equity holders
---
**Financial Statements** Additional Information **150** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 4 Segment analysis
The Group results are reported as four business areas based on geographical regions which are reviewed regularly by the Company’s chief operating decision maker, the Board of directors. The principal results reviewed for each business area are revenue and adjusted operating profit. **Year ended 31 December 2025 Year ended 31 December 2024** **North Continental UK & Rest of** **America Europe Ireland the World Corporate Total** **£m £m £m £m £m £m**
|Revenue|6,276.7|2,442.0|1,883.6|1,243.1||11,845.4|
|---|---|---|---|---|---|---|
|Adjusted operating profit/(loss)|440.5|204.7|153.1|145.3|(33.3)|910.3|
|Amortisation excluding software|(51.9)|(44.8)|(26.3)|(28.5)||(151.5)|
|Acquisition related items through operating profit|(3.1)|(18.4)|10.6|(12.6)||(23.5)|
|Non-recurring pension scheme credit|–|–|–|–|–|–|
|Operating profit/(loss)|385.5|141.5|137.4|104.2|(33.3)|735.3|
|Finance income||||||54.6|
|Finance expense||||||(181.3)|
|Disposal of businesses||||||11.9|
|Profit before income tax||||||620.5|
|Adjusted profit before income tax||||||787.1|
|Income tax||||||(160.7)|
|Profit for the year||||||459.8|
|Operating margin|7.0%|8.4%|8.1%|11.7%||7.7%|
|Return on average operating capital|40.5%|34.5%|40.5%|35.5%||37.0%|
|Purchase of property, plant and equipment|19.7|17.6|11.9|6.3|0.1|55.6|
|Depreciation of property, plant and equipment|11.2|12.5|12.0|6.5|0.2|42.4|
|Additions to right-of-use assets|59.0|55.5|31.2|11.3|–|157.0|
|Depreciation of right-of-use assets|88.2|45.8|42.2|20.9|0.7|197.8|
|Purchase of software|3.1|5.6|6.1|1.0|0.1|15.9|
|Software amortisation|3.8|5.1|2.5|1.2|0.4|13.0|
Revenue Adjusted operating profit/(loss) Amortisation excluding software Acquisition related items through operating profit Non-recurring pensions scheme credit Operating profit/(loss) Finance income Finance expense Disposal of businesses Profit before income tax Adjusted profit before income tax Income tax Profit for the year
Operating margin Return on average operating capital
Purchase of property, plant and equipment Depreciation of property, plant and equipment Additions to right-of-use assets Depreciation of right-of-use assets Purchase of software Software amortisation
North America £m 6,568.1
515.6 (55.9) (0.8) –
458.9 Continental Europe
£m 2, 37 7.1
210.8 (42.7) (10.4) –
157.7 UK & Rest of Ireland the World Corporate Total
£m £m £m £m 1,625.8 1,205.4 11,776.4
135.1 146.2 (31.6) 976.1 (20.7) (29.0) (148.3)
5.1 (25.6) (31.7) – – 3.2 3.2
119.5 91.6 (28.4) 799.3
72.6
(178.0) (20.3)
673.6
872.9 (172.6)
501.0
8.3% 12.1% 8.3%
45.4% 38.9% 43.2%
7.4 6.1 – 40.3
9.2 6.2 0.1 37. 8
38.1 20.3 – 161.3
35.3 19.7 0.6 186.1
3.4 1.2 0.2 14.1
2.3 0.9 0.4 11.9
7.9%
47.5%
14.2
11.3
66.4
87.7
2.7
4.2
8.9%
40.8%
12.6
11.0
36.5
42.8
6.6
4.1
---
**Financial Statements** Additional Information **151** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 4 Segment analysis continued
**2025** 2024 **Acquisition related items through operating profit £m** £m Deferred consideration relating to the retention of former owners of businesses acquired **47.1** 45.5 Transaction costs and expenses **11.2** 25.9 Adjustments to previously estimated earn outs and minority options **(45.5)** (42.0)
**12.8** 29.4
Customer relationships impairment charges (Note 13) **10.7** 2.3
**23.5** 31.7
Reportable segments are determined based on quantitative thresholds in accordance with IFRS 8 ‘Operating Segments’. The three business areas of North America, Continental Europe and UK & Ireland are operating segments that meet the quantitative thresholds for reportable segments and are therefore disclosed separately above. The Rest of the World business area contains businesses in Latin America and Asia Pacific which individually do not meet the quantitative thresholds for separate disclosure as reportable segments. Rest of the World is therefore an ‘other’ segment that is disclosed above as a reportable segment as this information is considered to be useful to users of the financial statements and it also helps to reconcile the results of the reportable segments to the Group’s consolidated results. The revenue presented relates to external customers. Sales between the business areas are not material. Each of the business areas supplies a range of products to customers operating primarily in the grocery, foodservice, safety, cleaning & hygiene, retail and healthcare market sectors but results
|2,888.8|2,152.4|1,649.5|1,234.4||7,925.1|
|---|---|---|---|---|---|
|||||6 47.1|6 47.1|
|2,888.8|2,152.4|1,649.5|1,234.4|6 47.1|8,572.2|
|1,169.3|784.2|745.7|376.7||3,075.9|
|||||2,703.5|2,703.5|
|1,169.3|784.2|745.7|376.7|2,703.5|5,779.4|
are not monitored on this basis. The performance of the four business areas is assessed by reference to adjusted operating profit and this measure also represents the segment results for the purposes of reporting in accordance with IFRS 8. Debt and associated interest is managed at a Group level and therefore has not been allocated across the business areas. In the year ended 31 December 2025 the Group had no customer that represented 10% or more of total Group revenue (2024: no customers). As noted above, the businesses within each operating segment operate in a number of different countries and sell products across a range of market sectors, with the vast majority of revenue generated from the delivery of goods to customers. The following table provides a breakdown of revenue by market sector. The other category covers a wide range of market sectors, none of which is sufficiently material to warrant separate disclosure.
**2025** 2024 **Revenue by market sector £m** £m Foodservice **3,690.0** 3,453.2 Grocery **2,862.6** 2,991.2 Safety **1,768.2** 1,820.9 Retail **918.6** 950.4 Cleaning & Hygiene **1,263.3** 1,220.7 Healthcare **823.4** 759.0 Other **519.3** 581.0 **11,845.4** 11,776.4
Revenue attributable to the UK, the parent company’s country of domicile, for the year ended 31 December 2025 was £1,648.7m, representing 14% of the Group’s total (2024: £1,453.5m, representing 12% of the Group’s total). Revenue attributable to foreign countries in total was £10,196.7m, representing 86% of the Group’s total (2024: £10,322.9m, representing 88% of the Group’s total). Six foreign countries account for the majority of the revenue attributable to foreign countries, these being USA, Canada, France, the Netherlands, Australia and Brazil. These six foreign countries account for 68% of the Group’s revenue (2024: 71%). Non-current segment assets attributable to the UK, the parent company’s country of domicile, for the year ended 31 December 2025 were £1,014.9m, representing 22% of the Group’s total (2024: £1,031.8m, representing 22% of the Group’s total). Non-current segment assets attributable to foreign countries in total were £3,522.5m, representing 78% of the Group’s total (2024: £3,562.9m, representing 78% of the Group’s total). Six foreign countries account for the majority of the non-current segment assets attributable to foreign countries, these being USA, Canada, France, the Netherlands, Australia and Brazil. These six foreign countries account for 54% of the Group’s total non-current segment assets (2024: 56%). The table below reconciles segment assets and liabilities to the Group’s total assets and total liabilities. Unallocated assets and liabilities include corporate assets and liabilities, tax assets and liabilities, cash at bank and in hand, bank overdrafts, interest bearing loans and borrowings, derivative financial assets and liabilities and defined benefit pension assets and liabilities. **At 31 December 2025**
**America** **North Continental** **Europe Ireland** **UK & the World** **Rest of** **Unallocated Total** **£m £m £m £m £m £m** Segment assets Unallocated assets **Total assets**
Segment liabilities Unallocated liabilities **Total liabilities**
**At 31 December 2024** North Continental UK & Rest of America Europe Ireland the World Unallocated Total £m £m £m £m £m £m Segment assets 3,060.6 2,086.0 1,665.9 1,178.7 7,991.2 Unallocated assets 1,538.0 1,538.0 Total assets 3,060.6 2,086.0 1,665.9 1,178.7 1,538.0 9,529.2
Segment liabilities 1,251.7 762.1 7 37. 2 380.3 3,131.3 Unallocated liabilities 3,6 07. 2 3,6 07. 2 Total liabilities 1,251.7 762.1 7 37. 2 380.3 3,607.2 6,738.5
---
**Financial Statements** Additional Information **152**
The Audit Committee, which consists entirely of independent non-executive directors, reviews and approves the level and type of non-audit work that the external auditors perform, including the fees paid for such work, to ensure that the auditors’ objectivity and independence are not compromised.
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 5 Analysis of operating income and expenses
**2025** 2024 **£m** £m
|||||8,427.7|8,383.8|Further information is set out in the Audit Committee’s report on pages 104 to 106.||
|---|---|---|---|---|---|---|---|
|||||1,238.0 –|1,218.2 (3.2)|6 Finance income/(expense)|2025|
|||||42.4 197.8 151.5 13.0 23.5|37. 8 186.1 148.3 11.9 31.7|Interest on cash and cash equivalents Interest income from foreign exchange contracts Net interest income on defined benefit pension schemes in surplus Interest related to income tax|£m 29.6 21.6 2.0 0.4|
|||||2.5 (1.5)|1.0 (12.3)|Other finance income Finance income|1.0 54.6|
|||||2.5 5.3 (4.0) 1,011.4 11,110.1|5.9 5.0 (4.8) 967.7 10,97 7.1|Interest on loans and overdrafts Lease interest expense Interest expense from foreign exchange contracts Net interest expense on defined benefit pension schemes in deficit|(119.3) (40.6) (12.9) (0.8)|
|Cost of goods sold consists of the cost of the inventories sold or disposed of in the year where the cost||2025|||2024|Fair value (loss)/gain on US private placement notes and senior bonds in a hedge relationship Fair value gain/(loss) on interest rate swaps in a hedge relationship Foreign exchange loss on intercompany funding|(26.5) 25.9 (12.7)|
|UK £m|Overseas £m|Total £m|UK £m|Overseas £m|Total £m|Foreign exchange gain on external debt and foreign exchange||
|1.3|–|1.3|1.3|–|1.3|forward contracts Interest related to income tax Monetary loss from hyperinflation accounting¹ Other finance expense|12.4 – (2.3) (1.0)|
|0.9|3.0|3.9|1.1|3.2|4.3|Adjusted finance expense|(177.8)|
|0.2|–|0.2|0.2|–|0.2|||
|0.1|–|0.1|0.4|–|0.4|Interest on unwinding of discounting on deferred consideration|(3.5)|
|2.5|3.0|5.5|3.0|3.2|6.2|Finance expense|(181.3)|
|Audit related assurance services comprise the review of the half yearly financial report for the six||||||Net finance expense|(126.7)|
Cost of goods sold Employee costs (Note 26) Non-recurring pension scheme credit (Note 25) Depreciation of property, plant and equipment (Note 11) Depreciation of right-of-use assets (Note 12) Amortisation excluding software (Note 13) Amortisation of software (Note 13) Acquisition related items through operating profit (Note 4) Net impairment losses on trade receivables (Note 16) Profit on disposal of property, plant and equipment and software Restructuring costs Expense relating to short term leases and low value assets Lease and sublease income Other operating expenses **Net operating expenses**
of inventories is net of supplier rebate income related to those inventories.
**Auditors’ remuneration** Audit of these financial statements Amounts receivable by the Company’s auditors* in respect of: audit of financial statements of subsidiaries of the Company audit related assurance services all other services **Total auditors’ remuneration**
* Including their associates. months ended 30 June. All other services comprise other non-audit work, including ESG limited assurance and EMTN comfort letters. These services were permissible in accordance with the Company’s policy and the prevailing regulations concerning the provision of non-audit services by the Company’s external auditors. It is the Company’s policy to assess the non-audit services to be performed by the Company’s auditors on a case-by-case basis to ensure adherence to the prevailing ethical standards and regulations. Other firms are normally used by the Company to provide non-audit services. However, if the provision of a service by the Company’s auditors is permitted and adequate safeguards are in place, it is sometimes appropriate for this additional work to be carried out by the Company’s auditors.
2024 £m
46.7
19.9
3.1
1.8
1.1
72.6
(122.4) (38.5) (6.1) (0.7)
3.9 (4.1)
(35.5)
34.8 (1.4) (3.6) (2.2)
(175.8)
(2.2) (178.0)
(105.4)
1. See Note 1 for further details. The foreign exchange loss on intercompany funding arises as a result of the retranslation of foreign currency intercompany loans. This loss on intercompany funding is substantially matched by the foreign exchange gain on external debt and foreign exchange forward contracts not in a hedge relationship which minimises the foreign currency exposure in the income statement.
---
NOTES continued
7 Income tax
2025 £m 2024 £m
Current tax on profit
current year 186.9 208.9
adjustments in respect of prior years (7.7) (20.0)
179.2 188.9
Deferred tax on profit
current year (19.0) (28.4)
adjustments in respect of prior years 0.5 12.1
(18.5) (16.3)
Income tax on profit 160.7 172.6
In assessing the underlying performance of the Group, management uses adjusted profit before income tax. The tax effect of the adjusting items (see Note 3) is excluded in monitoring the effective tax rate (being the tax rate on adjusted profit before income tax) which is shown in the table below.
2025 £m 2024 £m
Income tax on profit 160.7 172.6
Tax associated with adjusting items 43.9 49.8
Tax on adjusted profit 204.6 222.4
Profit before income tax 620.5 673.6
Adjusting items (Note 3) 166.6 199.3
Adjusted profit before income tax 787.1 872.9
Reported tax rate 25.9% 25.6%
Effective tax rate 26.0% 25.5%
Tax on other comprehensive income/ (expense) and equity
Gross £m Tax credit/ (charge) £m Net £m Gross £m Tax credit/ (charge) £m Net £m
Actuarial loss on defined benefit pension schemes (3.7) 0.9 (2.8) (35.1) 8.2 (26.9)
Foreign currency translation differences on foreign operations (31.8) 0.1 (31.7) (193.3) (0.1) (193.4)
Reclassification from translation reserve to income statement on disposal of foreign operation (5.6) – (5.6) 18.7 – 18.7
Gain taken to equity as a result of effective net investment hedges 5.2 – 5.2 20.3 – 20.3
(Loss)/gain recognised in cash flow hedge reserve (6.9) 1.7 (5.2) 6.3 (1.6) 4.7
Other comprehensive expense (42.8) 2.7 (40.1) (183.1) 6.5 (176.6)
Dividends (242.2) – (242.2) (228.6) – (228.6)
Movement from cash flow hedge reserve to inventory 0.6 – 0.6 0.8 (0.2) 0.6
Hyperinflation accounting adjustments 11.2 – 11.2 17.1 – 17.1
Issue of share capital 3.5 – 3.5 7.0 – 7.0
Own shares purchased for cancellation (151.5) – (151.5) (301.2) – (301.2)
Non-controlling interest on acquisition – – – 2.7 – 2.7
Employee trust shares (38.8) – (38.8) (16.6) – (16.6)
Share based payments 3.5 (3.9) (0.4) 17.2 1.8 19.0
Other comprehensive expense and equity (456.5) (1.2) (457.7) (684.7) 8.1 (676.6)
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **154**
## NOTES continued
||2025 £m|2024 £m|non-recurring pension scheme credit||–|(3.2)|
|---|---|---|---|---|---|---|
|Profit before income tax|620.5|673.6|tax credit on adjusting items Adjusted profit for the year attributable to the Company’s equity holders|(43.9) 581.9||(49.8) 649.9|
|Weighted average rate|25.6%|25.1%|||||
|||||2025||2024|
|Tax charge at weighted average rate|158.7|168.9|Basic weighted average number of ordinary shares in issue (million)|324.6||334.4|
|Effects of:|||Dilutive effect of employee share plans (million)||1.4|2.1|
|non-deductible expenditure|7.1|9.7|Diluted weighted average number of ordinary shares (million)|326.0||336.5|
|impact of intercompany finance|1.0|1.4|||||
|change in tax rates|0.1|(0.4)|Basic earnings per share attributable to the Company’s equity holders|141.5p||149.6p|
|inflation: tax and accounting impacts|1.2|1.3|Adjustment|37.8p||44.7p|
|adjustments in respect of prior years|(7.2)|(7.9)|Adjusted earnings per share attributable to the Company’s equity holders|179.3p||194.3p|
|other current year items|(0.2)|(0.4)|||||
|Income tax on profit|160.7|172.6|Diluted basic earnings per share attributable to the Company’s equity holders Adjustment|140.9p 37.6p||148.7p 44.4p|
||2025|2024|Adjusted diluted earnings per share attributable to the Company’s equity holders|
|---|---|---|---|
|Deferred tax charge/(credit) in the income statement|£m|£m||
|Property, plant and equipment|1.2|0.4||
|Defined benefit pension schemes|0.1|1.4|Acquisitions involving the purchase of the acquiree’s share capital or, as the case may be, the relevant|
|Goodwill, customer and supplier relationships, brands and technology|(26.2)|(23.8)|assets of the businesses acquired, have been accounted for under the acquisition method of|
|Provisions and accruals|2.4|7.0|accounting. A key part of the Group’s strategy is to grow through acquisition. The Group has developed|
|Inventories|0.3|2.7|a process to assist with the identification of the fair values of the assets acquired and liabilities assumed, including the separate identification of intangible assets in accordance with IFRS 3 ‘Business|
|Leases|(1.2)|(0.9)|Combinations’ as revised. This formal process is applied to each acquisition and involves an assessment|
|Share based payments|7.6|(0.9)|of the assets acquired and liabilities assumed with assistance provided by external valuation specialists|
|Other|(2.7)|(2.2)|where appropriate. Until this assessment is complete, the allocation period remains open up to a|
|Deferred tax on profit|(18.5)|(16.3)|maximum of 12 months from the relevant acquisition date. At 31 December 2025 the allocation period for all acquisitions completed since 1 January 2025 remained open and accordingly the fair values presented are provisional.|
|Weighted average rate|25.6%|25.1%||||
|---|---|---|---|---|---|
|||||2025|2024|
|Tax charge at weighted average rate|158.7|168.9|Basic weighted average number of ordinary shares in issue (million)|324.6|334.4|
|Effects of:|||Dilutive effect of employee share plans (million)|1.4|2.1|
|non-deductible expenditure|7.1|9.7|Diluted weighted average number of ordinary shares (million)|326.0|336.5|
|impact of intercompany finance|1.0|1.4||||
|change in tax rates|0.1|(0.4)|Basic earnings per share attributable to the Company’s equity holders|141.5p|149.6p|
|inflation: tax and accounting impacts|1.2|1.3|Adjustment|37.8p|44.7p|
|adjustments in respect of prior years|(7.2)|(7.9)|Adjusted earnings per share attributable to the Company’s equity holders|179.3p|194.3p|
|other current year items|(0.2)|(0.4)||||
|Income tax on profit|160.7 2025|172.6 2024|Diluted basic earnings per share attributable to the Company’s equity holders Adjustment Adjusted diluted earnings per share attributable to the Company’s equity holders|140.9p 37.6p 178.5p|148.7p 44.4p 193.1p|
|Deferred tax charge/(credit) in the income statement|£m|£m||||
|7 Income tax continued|8 Earnings per share attributable to the Company’s equity holders|||
|---|---|---|---|
|Factors affecting the tax charge for the year||2025|2024|
|The Group operates in many countries and is subject to different rates of income tax in those countries.||£m|£m|
|The expected tax rate is calculated as a weighted average of the tax rates in the tax jurisdictions in|Profit for the year attributable to the Company’s equity holders|459.2|500.4|
|which the Group operates, most of which are equal to or higher than the UK statutory rate for the year|Adjusted for:|||
|of 25.0% (2024: 25.0%). Although the Group is subject to the global minimum tax regime known as Pillar 2, this is not expected to cause any significant increase in the Group’s tax liabilities. The adjustments to|amortisation excluding software|151.5|148.3|
|the tax charge at the weighted average rate to determine the income tax on profit are as follows:|acquisition related items (profit)/loss on disposal of businesses|27.0 (11.9)|33.9 20.3|
## 9 Acquisitions
Adjustments are made to the assets acquired and liabilities assumed during the allocation period to the extent that further information and knowledge come to light that more accurately reflect conditions at the acquisition date. Adjustments are made to the value of assets acquired to reflect more accurately the estimated realisable or settlement value. Similarly, adjustments are made to acquired liabilities to record onerous commitments or other commitments existing at the acquisition date but not recognised by the acquiree. Adjustments are also made to reflect the associated tax effects.
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **155**
## NOTES continued
**9 Acquisitions** continuedThere were no individually significant acquisitions in 2025. The acquisition of Nisbets in 2024 was considered to be individually significant due to its impact on intangible assets. The acquisition is During the year ended 31 December 2025 adjustments have been recognised to the fair value of assets therefore separately disclosed in the table below. A summary of the effect of acquisitions in 2025 and liabilities acquired related to acquisitions made in the prior year, resulting in a net increase to and 2024 is shown below: intangible assets of £7.4m (2024: net increase of £1.5m). Given the immaterial amounts involved the fair value of assets and liabilities acquired as reported in the prior year have not been restated.**Total** Total **2025** Nisbets Other 2024 **£m** £m £m £m The consideration in respect of acquisitions comprises amounts paid on completion and deferred
|49.5|124.6|160.0|
|---|---|---|
|3.9|78.3|5.0|
|5.9|62.5|9.2|
|5.2|55.7|17.3|
|11.3|7 7.0|34.7|
|29.2|59.6|71.9|
|(13.1)|(103.0)|(37.4)|
|1.0|43.4|16.5|
|–|(5.6)|(0.7)|
|(13.2)|(10.5)|(22.3)|
|(5.2)|(55.7)|(18.0)|
|(21.2)|(45.8)|(65.4)|
|53.3|280.5|170.8|
|–|(2.7)|–|
|50.9|187.5|170.3|
|104.2|465.3|3 41.1|
|95.6|37 7.6|297.6|
|8.6|87.7|43.5|
|104.2|465.3|3 41.1|
|17.4|42.1|50.7|
|–|15.1|2.2|
|(1.0)|(43.4)|(16.5)|
|11.2|12.4|13.5|
|131.8|491.5|391.0|
consideration. The consideration has been allocated against the identified net assets, with the balance Customer and supplier relationships 284.6 recorded as goodwill. Any payments that are contingent on future employment, including payments Brands 83.3 which are contingent on the retention of former owners of businesses acquired, are charged to the Property, plant and equipment and software 71.7 income statement. Transaction costs and expenses such as professional fees are charged to operating Right-of-use assets 73.0 profit in the income statement. Given the structure of acquisitions and the quantum of deferred Inventories 111.7 consideration in recent years, the Group has recognised interest on unwinding of discounting deferred consideration, where applicable, which is charged to finance expense in the income statement. Trade and other receivables 131.5 Trade and other payables (140.4) For each of the businesses acquired and announced during the year, the name of the business, the Net cash 59.9 market sector served, its location and date of acquisition, as well as the estimated annualised revenue it would have contributed to the Group for the year if such acquisitions had been made at the beginning External debt (6.3) of the year, are separately disclosed. The remaining disclosures required by IFRS 3 are provided Provisions (32.8) separately for those individual acquisitions that are considered to be material and in aggregate for Lease liabilities (73.7) individually immaterial acquisitions. An acquisition would generally be considered individually material if Income tax payable and deferred tax liabilities (111.2) the impact on the Group’s revenue or profit measures (on an annualised basis) or the relevant amounts Fair value of net assets acquired 451.3 on the balance sheet is greater than 5%. Management also applies judgement in considering whether Less non-controlling interests (2.7) there are any material qualitative differences from other acquisitions made. Provisional goodwill 357.8 **2025** Summary details of the businesses acquired during the year ended 31 December 2025 are shown Consideration 806.4 in the table below: Satisfied by: **Percentage** **of share Annualised**cash consideration 675.2 **Acquisition capital revenue** deferred consideration 131.2 **Business Sector Country date 2025 acquired £m**
806.4
|Inpakomed|Healthcare|Netherlands|31 March|100%|2.5|
|---|---|---|---|---|---|
|Quindesur|Food Service and Cleaning & Hygiene|Spain|1 July|100%|11.5|
|Hospitalia|Healthcare|Chile|8 July|100%|21.2|
|Solupack|Food Service|Brazil|31 July|70%|17.9|
|Guantes Internacionales|Safety|Mexico|1 August|100%|15.8|
|Caterline|Foodservice|Ireland|10 September|100%|5.6|
|Anta y Jesús|Cleaning & Hygiene|Spain|30 September|100%|4.7|
|Damito s.r.o|Cleaning & Hygiene Acquisitions agreed and completed in the current year|Slovakia|31 October|80%|13.1 92.3|
Contingent payments relating to retention of former owners 92.8 Interest relating to discounting of deferred consideration 17.3 Net cash acquired (59.9) Transaction costs and expenses 25.9 **Total committed spend in respect of acquisitions** **agreed and completed in the year** 882.5
---
NOTES continued
9 Acquisitions continued
The net cash outflow in the year in respect of acquisitions comprised:
Total 2025 £m Nisbets £m Other £m Total 2024 £m
Cash consideration 95.6 377.6 297.6 675.2
Net cash acquired (1.0) (43.4) (16.5) (59.9)
Deferred consideration payments 23.9 – 20.9 20.9
Net cash outflow on purchase of businesses 118.5 334.2 302.0 636.2
Transaction costs and expenses paid 12.1 11.0 14.6 25.6
Payments relating to retention of former owners 31.3 – 16.4 16.4
Cash outflow from acquisition related items 43.4 11.0 31.0 42.0
Total cash outflow in respect of acquisitions 161.9 345.2 333.0 678.2
Acquisitions completed in the year ended 31 December 2025 contributed £37.4m (2024: £398.3m) to the Group’s revenue, £6.9m (2024: £34.8m) to the Group’s adjusted operating profit and £5.8m (2024: £20.1m) to the Group’s operating profit for the year ended 31 December 2025.
The estimated contributions from acquisitions completed and agreed during the year to the results of the Group for the year if such acquisitions had been made at the beginning of the year, are as follows:
Total 2025 £m 2024 £m
Revenue 92.3 744.2
Adjusted operating profit 16.0 72.0
The total amount of goodwill expected to be deductible for tax purposes in relation to acquisitions completed during the year is £nil (2024: £nil).
Deferred consideration
The table below gives further details of the Group's deferred consideration liabilities.
2025 £m 2024 £m
Minority options – acquisition of non-controlling interest 127.8 158.4
Earn outs 33.6 33.7
Deferred consideration held at fair value 161.4 192.1
Minority options – retention payments to former owners 44.4 50.3
Other 19.9 15.8
Total deferred consideration 225.7 258.2
Current 29.4 43.6
Non-current 196.3 214.6
Total deferred consideration 225.7 258.2
Expected future payments which are contingent on the continued retention of former owners of businesses acquired not yet recognised on balance sheet 53.2 117.2
Total deferred and contingent consideration – on and off balance sheet 278.9 375.4
The maturity profile of total deferred and contingent consideration is set out in the table below.
2025 £m 2024 £m
Within one year 31.4 44.2
After one year but within two years 81.7 19.3
After two years but within five years 165.8 301.3
After five years – 10.6
278.9 375.4
---
NOTES continued
9 Acquisitions continued
Beginning of year
192.1
66.1
258.2
123.4
52.2
175.6
Acquisitions
6.0
2.6
8.6
128.6
2.6
131.2
Charges related to the retention of former owners
- 40.9
40.9
- 40.7
40.7
Adjustments to previously estimated earn outs and minority options
(21.8)
(23.7)
(45.5)
(33.0)
(9.0)
(42.0)
Interest on unwinding of discounting
3.5
- 3.5
2.2
- 2.2
Deferred consideration and retention payments
(21.0)
(22.8)
(43.8)
(16.0)
(17.3)
(33.3)
Foreign exchange
2.6
1.2
3.8
(13.1)
(3.1)
(16.2)
End of year
161.4
64.3
225.7
192.1
66.1
258.2
2024
Summary details of the businesses acquired during the year ended 31 December 2024 are shown in the table below:
Business Sector Country Acquisition date 2024 Percentage of share capital acquired Annualised revenue £m
Pamark Group Foodservice, Healthcare, Cleaning & Hygiene and Safety Finland 29 February 100% 53.3
Nisbets Foodservice United Kingdom 23 May 80% 474.9
Clean Spot Cleaning & Hygiene Canada 18 June 100% 4.3
Sistemas De Embalaje Anper Other Spain 28 June 100% 24.9
Holland Packaging Retail Netherlands 29 June 75% 15.0
RCL Implantes Healthcare Brazil 3 July 100% 15.6
Powervac Cleaning & Hygiene Australia 31 July 100% 4.5
Cermerón Foodservice Spain 30 August 100% 10.3
Cubro Group Healthcare New Zealand 30 September 72% 45.7
DBM Medical Group Healthcare New Zealand 30 September 75% 8.7
Arrow County Holdings Limited Cleaning & Hygiene United Kingdom 22 October 100% 27.1
C&C Group Foodservice United Kingdom 29 October 100%/80% 26.7
Comodis Cleaning & Hygiene France 1 December 100% 20.7
Others*
12.5
Acquisitions agreed and completed in the year 744.2
* Others includes two acquisitions agreed in 2024.
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **158** **NOTES** continued **10 Disposal of businesses** Fixtures, Land and Plant and fittings and
|||||Land and|Plant and|fittings and||
|---|---|---|---|---|---|---|---|
|The Group completed the disposal of R3 Safety in North America on 31 January 2025. Disposal of||||buildings|machinery|equipment|Total|
|businesses in 2024 related to the loss on disposal of the Group’s business in Argentina on 14 March|||2024|£m|£m|£m|£m|
|2024 and a healthcare business in Germany on 12 July 2024.|||Cost|||||
|The profit/(loss) on disposal of businesses comprised:|||Beginning of year|104.0|208.5|126.6|439.1|
||||Acquisitions (Note 9)|38.6|21.4|7.5|67.5|
|Profit/(loss) on disposal of businesses|2025 £m|2024 £m|Disposal of businesses|–|–|(0.6)|(0.6)|
|Cash consideration received|17.6|4.4|Additions|5.6|22.1|12.6|40.3|
|Net assets disposed|(10.4)|(6.0)|Disposals|(10.1)|(8.6)|(12.8)|(31.5)|
|Recycling of historical foreign exchange gains/(losses)|5.6|(18.7)|Transferred to assets held for sale|(0.3)|(1.5)|(0.1)|(1.9)|
|Transaction costs and provisions|(0.9)|–|Currency translation|(3.1)|(9.1)|(8.4)|(20.6)|
|Profit/(loss) on disposal of businesses|11.9|(20.3)|End of year|134.7|232.8|124.8|492.3|
|The net cash inflow in the period in respect of disposal of business comprised:|||Accumulated depreciation|||||
||2025|2024|Beginning of year|59.2|134.3|86.2|279.7|
|Cash flow from disposal of businesses|£m|£m|Charge in year|6.7|19.4|11.7|37. 8|
|Cash consideration received|17.6|4.4|Disposal of businesses|–|–|(0.4)|(0.4)|
|Cash and cash equivalents disposed|–|(1.5)|Disposals|( 7. 2)|(8.6)|(10.8)|(26.6)|
|Transaction costs paid|(0.6)|–|Transferred to assets held for sale|(0.2)|(1.5)|(0.1)|(1.8)|
|Net cash inflow|17.0|2.9|Currency translation|(1.6)|(3.7)|(4.4)|(9.7)|
||Fixtures, fittings and equipment|Total|End of year Net book value at 31 December 2024|56.9 7 7. 8|139.9 92.9|82.2 42.6|279.0 213.3|
|2025|£m|£m||||||
|Cost||||||||
|Beginning of year||||||||
|Acquisitions (Note 9)||||||||
|Additions||||||||
|Disposals||||||||
|Currency translation||||||||
|End of year||||||||
|Accumulated depreciation||||||||
|Beginning of year||||||||
|Charge in year||||||||
|Disposals||||||||
|Currency translation||||||||
|End of year||||||||
|Net book value at 31 December 2025||||||||
The Group completed the disposal of R3 Safety in North America on 31 January 2025. Disposal of buildings machinery equipment Total
## 11 Property, plant and equipment
**Land and Plant and buildings machinery** **£m £m**
|134.7|232.8|124.8|492.3|
|---|---|---|---|
|–|5.7|0.2|5.9|
|4.6|25.2|25.8|55.6|
|(1.8)|(8.8)|(3.2)|(13.8)|
|1.4|(0.6)|(0.6)|0.2|
|138.9|254.3|147.0|540.2|
|56.9|139.9|82.2|279.0|
|7. 3|20.6|14.5|42.4|
|(1.7)|(8.3)|(2.6)|(12.6)|
|0.7|(0.3)|(0.1)|0.3|
|63.2|151.9|94.0|309.1|
|75.7|102.4|53.0|231.1|
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **159**
## NOTES continued
## 12 Right-of-use assets 13 Intangible assets
**Customer** **Motor and supplier** **Property vehicles Equipment Total Goodwill relationships Brands Technology Software Total** **2025 £m £m £m £m2025 £m £m £m £m £m £m**
|577.7|83.9|36.0|697.6|
|---|---|---|---|
|4.8|0.4|–|5.2|
|102.2|39.2|15.6|157.0|
|(151.0)|(34.0)|(12.8)|(197.8)|
|30.4|(0.8)|–|29.6|
|(7.6)|(0.5)|(1.4)|(9.5)|
|556.5|88.2|37.4|682.1|
|2,297.8|2,653.5|130.6|8.8|130.1|5,220.8|
|---|---|---|---|---|---|
|50.9|49.5|3.9|–|–|104.3|
|–|(13.0)|–|–|–|(13.0)|
|5.2|–|–|–|–|5.2|
|||||15.9 (5.9)|15.9 (5.9)|
|(7. 3)|(5.6)|(1.4)|0.5|1.3|(12.5)|
|2,346.6|2,684.4|133.1|9.3|141.4|5,314.8|
|11.7|1,417.7|14.2|3.5|89.9|1,537.0|
||140.4|9.3|1.8|13.0|164.5|
|–|10.7|–|–|–|10.7|
|–|(13.0)|–|–|– (5.9)|(13.0) (5.9)|
|(0.3)|3.0|(0.4)|0.2|0.9|3.4|
|11.4|1,558.8|23.1|5.5|97.9|1,696.7|
|2,335.2|1,125.6|110.0|3.8|43.5|3,618.1|
Net book value at beginning of year **Cost** Acquisitions (Note 9) Beginning of year Additions Acquisitions (Note 9) Depreciation charge in the year Disposal of businesses Remeasurement adjustments Adjustment for hyperinflation accounting1 Currency translation Additions **Net book value at 31 December 2025** Disposals Currency translation Property Motor vehicles Equipment Total**End of year** 2024 £m £m £m £m Net book value at beginning of year 520.0 68.8 27.5 616.3 **Accumulated amortisation** Acquisitions (Note 9) 69.8 2.9 0.3 73.0 **and impairment** Disposal of businesses (0.2) (0.1) (0.1) (0.4) Beginning of year Additions 97.9 44.4 19.0 161.3 Amortisation charge in the year Transferred to assets held for sale (1.5) – – (1.5) Impairment charge in the year Depreciation charge in the year (142.8) (31.6) (11.7 ) (186.1) Disposal of businesses Remeasurement adjustments 47. 8 0.8 1.2 49.8 Disposals Currency translation (13.3) (1.3) (0.2) (14.8) Currency translation Net book value at 31 December 2024 57 7.7 83.9 36.0 697.6 **End of year**
**Net book value at** **31 December 2025**
1. See Note 1 for further details.
---
NOTES continued
13 Intangible assets continued
Cost
Beginning of year 2,020.7 2,494.5 48.5 9.3 116.8 4,689.8
Acquisitions (Note 9) 357.8 284.6 83.3 – 4.2 729.9
Disposal of businesses (3.3) (15.4) – – (0.3) (19.0)
Adjustment for hyperinflation accounting¹ 7.5 0.9 – – – 8.4
Additions – – – 14.1 14.1
Disposals – – – (2.1) (2.1)
Transferred to assets held for sale (1.7) – – – – (1.7)
Currency translation (83.2) (111.1) (1.2) (0.5) (2.6) (198.6)
End of year 2,297.8 2,653.5 130.6 8.8 130.1 5,220.8
Accumulated amortisation and impairment
Beginning of year 11.8 1,343.7 7.4 1.8 83.0 1,447.7
Amortisation charge in the year – 139.4 7.1 1.8 11.9 160.2
Impairment charge in the year – 2.3 – – – 2.3
Disposal of businesses – (11.2) – – (0.3) (11.5)
Adjustment for hyperinflation accounting¹ – 0.7 – – – 0.7
Disposals – – – (2.1) (2.1)
Currency translation (0.1) (57.2) (0.3) (0.1) (2.6) (60.3)
End of year 11.7 1,417.7 14.2 3.5 89.9 1,537.0
Net book value at 31 December 2024 2,286.1 1,235.8 116.4 5.3 40.2 3,683.8
£92.4m) with a remaining useful economic life of 10.7 years (2024: 11.7 years), MCR Safety £64.6m (2024: £76.8m) with a remaining useful economic life of 9.7 years (2024: 10.7 years), Hedis £59.6m (2024: £64.8m) with a remaining useful economic life of 7.9 years (2024: 8.9 years) and Nisbets £107.3m (2024: £118.2m) with a remaining useful economic life of 8.0-12.0 years (2024: 9.0-13.0 years). Brands include one business, Nisbets, with individually significant brands assets with a total net book value as at 31 December 2025 of £69.3m (2024: £75.0m) and a remaining useful economic life of 12.2 years (2024: 13.2 years).
Impairment testing
The carrying amount of goodwill is allocated across CGUs and is tested annually for impairment by comparing the recoverable amount of each CGU with its carrying value.
A description of the Group's principal activities is set out in the Chief Executive Officer's review. There is no significant difference in the nature of activities across different geographies. The identification of CGUs reflects the way the business is managed and monitored on a geographical basis, taking into account the generation of cash flows. Given the similar nature of the activities of each CGU, a consistent methodology is applied across the Group in assessing CGU recoverable amounts. The recoverable amount is the higher of the value in use and the fair value less the costs of disposal. The value in use is the present value of the cash flows expected to be generated by the CGU over a projection period together with a terminal value. The projection period is the time period over which future cash flows are predicted. The Group's methodology is to use a projection period of five years consisting of detailed cash flow forecasts for the first two years and CGU specific growth assumptions for years three, four and five. For periods after this five year period, the methodology applies a long term growth rate specific to the CGU to derive a terminal value. Cash flow expectations exclude any future cash flows that may arise from restructuring or other enhancements to the cash generating activities of the CGU and reflect management's expectations of the range of economic conditions that may exist over the projection period.
The value in use calculations are principally sensitive to revenue growth, including any significant changes to the customer base, achievability of future profit margins and the discount rates used in the present value calculation. The information used for valuation purposes takes into consideration past experience and the current economic environment with regard to customer attrition rates and additions to the customer base, the ability to introduce price increases and new products and experience in controlling the underlying cost base. This information is used to determine a long term growth rate which is consistent with the geographic segments in which the Group operates and management's assessment of future operating performance and market share movements. The discount rates used are determined with assistance provided by external valuation specialists.
The Group allocates goodwill across seven CGUs (2024: seven). Based on our impairment testing, no impairments were identified to the carrying value of goodwill within the Group.
As at 31 December 2025, North America, UK & Ireland, France and Rest of Continental Europe carried a significant amount of goodwill in comparison with the total value of the Group's goodwill. At 31 December 2025 the carrying value of goodwill in respect of North America was £663.6m (2024: £702.4m), UK & Ireland was £526.8m (2024: £519.1m), France was £264.6m (2024: £250.8m) and Rest of Continental Europe was £371.7m (2024: £344.2m). As at 31 December 2025 the aggregate amount of goodwill attributable to the Group's CGUs, excluding North America, UK & Ireland, France and Rest of Continental Europe, was £508.5m (2024: £469.6m), none of which is individually significant.
For North America, UK & Ireland, France and Rest of Continental Europe, the weighted average long term growth rate used in 2025 was in the range of 2.5%–2.9% (2024: 2.5%–3.2%) reflecting anticipated
---
**Financial Statements** Additional Information **161**
## 14 Working capital
**2025** 2024 **£m** £m Inventories (Note 15) **1,682.6** 1,760.9 Trade and other receivables (Note 16) **1,729.4** 1,63 4.1 Trade and other payables – current (Note 17) **(2,108.4)** (2,206.1) (Deduct)/add back net non-trading related receivables and payables **(15.5)** 21.3 **1,288.1** 1,210.2
See Note 30 for the cash flow impact of movements in working capital which exclude the impact from foreign exchange movements, acquisitions and the disposal of businesses.
## 15 Inventories
**2025** 2024 **£m** £m Goods for resale **1,682.6** 1,760.9
During the year £10.0m (2024: £10.0m) was written off directly from inventories due to obsolescence or damage. Inventory provisions, including provisions for slow moving, obsolete or defective inventories and market price movements, as at 31 December 2025 were £145.3m (2024: £143.5m).
**2025** 2024 **£m** £m **1,354.7** 1,284.5
**91.6** 92.4
**283.1** 257. 2
**1,729.4** 1,63 4.1
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**13 Intangible assets** continued revenue and profit growth. A pre-tax discount rate in the range of 10%–11% (2024: 9%–11%) has been applied to the value in use calculations reflecting market assessments of the time value of money at the balance sheet date. Similar assumptions have been applied to the other CGUs but where appropriate the directors have considered alternative market risk assumptions to reflect the specific conditions arising in individual CGUs with long term growth rates ranging from 2.5%–5.5%% (2024: 2.5%–5.5%) and pre-tax discount rates ranging from 10%–13% (2024: 9%–14%). In addition to the annual impairment testing for goodwill, the Group also considered whether there were any indicators that individual customer relationships and brands intangible assets were impaired. As for the impairment testing for the Group’s CGUs noted above, but only where an impairment trigger was identified, value in use calculations were prepared based on management’s latest expectations of the performance of the relevant business over a five year projection period and appropriate long term growth and discount rates. Based on our impairment testing, the Group has recognised an impairment charge of £10.7m relating to the customer relationships asset of a safety business within the Rest of Continental Europe cash generating unit in Continental Europe (2024: £2.3m relating to the customer relationships intangible asset of a foodservice business within the Benelux and Germany cash generating unit in Continental Europe). **Sensitivity to changes in key assumptions** Impairment testing is dependent on management’s estimates and judgements, particularly as they relate to the forecasting of future cash flows, expected long term growth rates, profit margins and the discount rates selected. Key assumptions on which value in use calculations are dependent relate to the discount rates used, profit margins and revenue growth including the impact of changes to the underlying customer base from customer attrition and the rate at which new customer relationships are introduced and established. As part of the annual impairment testing, management performed sensitivity analysis by modelling the impact of higher discount rates and lower profit, and reviewing the combination of discount rates and long term growth rates which would bring the value in use to the net book value or below. From this sensitivity testing management has concluded that no reasonably possible change in key assumptions would result in a material change to the carrying amounts of any of the Group’s intangible assets in the next 12 months. The Group has also considered whether climate change would have a significant impact on the approach taken to the annual impairment testing. As part of this the Group has assessed three alternative climate change scenarios up to 2050. Having assessed these scenarios the Group has concluded that, although climate change is a principal risk, it does not warrant any amendment to the assumptions used in the Group’s impairment testing, and would not have a material impact on the
|1,189.4|14.9|
|---|---|
|129.7|2.2|
|50.1|2.7|
|28.6|23.3|
|1,397.8|43.1|
results of the impairment testing.
## 16 Trade and other receivables
Trade receivables Prepayments Other receivables
The Group does not have any significant contract assets. The ageing of trade receivables at 31 December was:
**2025** **Gross** **£m** **Provision** **£m** Current 0–30 days overdue 31–90 days overdue Over 90 days overdue
2024 Gross £m Provision £m 1,106.3 10.8
142.2 2.5
49.3 5.4
26.3 20.9
1,324.1 39.6
---
Directors’ Report **Financial Statements** Additional Information **162**
The trade receivables provision includes provisions for expected credit losses and credit notes to be
**Bunzl plc** Annual Report 2025 Strategic Report
## NOTES continued
## 16 Trade and other receivables continued
issued. The movement in the provision during the year was as follows:
Beginning of year Acquisitions Charge Released Utilised Currency translation End of year
## 17 Trade and other payables
**Current**
Trade payables Other tax and social security contributions Other payables Accruals and contract liabilities
**2025** **£m**
**39.6**
**1.8**
**5.9** **(3.4)** **(1.5)**
**0.7**
**43.1** 2024 £m
34.5
9.4
6.1 (5.1) (2.6) (2.7)
39.6
## 18 Risk management and financial instruments
**Capital management** The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group monitors the return on average operating capital and the return on invested capital (as defined in Note 3) as well as the level of total shareholders’ equity and sets the amount of dividends paid to ordinary shareholders. The principal financial covenant limits are net debt, calculated at average exchange rates, to EBITDA of no more than 3.5 times and interest cover of no less than 3.0 times, based on historical accounting standards. Sensitivity analyses using various scenarios are applied to forecasts to assess their impact on covenants and net debt. During the year ended 31 December 2025 all covenants were complied with, with Covenant net debt to EBITDA of 1.8 times as at 31 December 2025 (31 December 2024:
1.5 times), and based on current forecasts it is expected that such covenants will continue to be complied with for the foreseeable future. The US private placement notes (‘USPPs’) issued in March 2022 contain a clause whereby upon maturity of the previously issued USPPs, the latest maturity being in 2028, the principal financial covenants referred to above will no longer apply. The Group funds its operations through a mixture of shareholders’ equity and bank and capital market borrowings. All of the borrowings are managed by a central treasury function and funds raised are lent onward to operating subsidiaries as required. The overall objective is to manage the funding to ensure the borrowings have a range of maturities, are competitively priced and meet the demands of the business over time and, in order to do so, the Group arranges a mixture of borrowings from different sources with a variety of maturity dates. The Group’s businesses provide a high and consistent level of cash generation which helps fund future development and growth. The Group seeks to maintain an appropriate balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. There were no changes to the Group’s approach to capital management during the year and the Group is not subject to any externally imposed capital requirements. **Treasury policies and controls** The Group has a centralised treasury department to control external borrowings and manage liquidity, interest rate, foreign currency and credit risks. Treasury policies have been approved by the Board and cover the nature of the exposure to be hedged, the types of financial instruments that may be employed and the criteria for investing and borrowing cash. The Group uses derivatives to manage its foreign currency and interest rate risks arising from underlying business activities. No transactions of a speculative nature are undertaken. The treasury department is subject to periodic independent review by the internal audit department. Underlying policy assumptions and activities are periodically reviewed by the Board. Controls over exposure changes and transaction authenticity are in place. **Derivatives and hedge accounting** The Group designates derivatives which qualify as hedges for accounting purposes as either (a) a hedge of the fair value of a recognised asset or liability; (b) a hedge of the cash flow risk resulting from changes in interest rates or foreign exchange rates; or (c) a hedge of a net investment in a foreign operation. The accounting treatment for hedges and derivatives is set out in the financial instruments accounting policy in Note 2p. The Group tests the effectiveness of hedges on a prospective basis to ensure compliance with IFRS 9. Information about the methods and assumptions used in determining the fair value of derivatives is provided under the Financial instruments section on pages 166 and 167.
satisfaction of performance obligations. **Non-current**
related to deferred consideration on acquisitions.
**2025** **£m** **1,378.1**
**39.9**
**270.5**
**419.9**
**2,108.4**
2024 £m 1,392.9
36.3
264.6
512.3
2,206.1
Other payables includes £29.4m (2024: £43.6m) related to deferred consideration on acquisitions. The Group’s contract liabilities are limited to deferred income of £6.2m (2024: £10.4m). This arises from contracts with customers in the form of consideration that has been received in advance of the
Other payables greater than one year of £240.2m (2024: £255.4m) includes £196.3m (2024: £214.6m)
---
Additional Information **Financial Statements** **163** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**18 Risk management and financial instruments** continued **Hedge effectiveness** For hedges of foreign currency purchases and sales, the Group enters into cash flow hedge
||(212.6)|
|---|---|
||(0.6) (86.7) (116.5)|
||– (416.4)|
||(2.0) (465.3)|
|(1,269.2)||
|(1,736.5)|(51.1)|
|(2,204.0)||
||540.1|
|(1,663.9)|(742.5)|
|(2,406.4)||
relationships where the critical terms of the hedging instrument are similar to those of the hedged item, such as notional amount, expected maturity date and currency. Hedge ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated. The Group therefore performs a quantitative hedge effectiveness assessment to calculate any ineffectiveness during the period. Part of the Group’s fixed rate debt portfolio is swapped to floating rates using interest rate swaps where the hedged items are individual tranches of fixed rate debt. These interest rate swaps are held in fair value hedges with critical terms exactly matching those of the underlying hedged items, such as notional amounts, payment dates, reset dates, maturity dates and currencies. As all critical terms matched during the year, the economic relationship was 100% effective. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group will perform a quantitative assessment of effectiveness. Hedge ineffectiveness may arise due to a change in credit risk of the counterparty or if there is a change in timings or amounts of the hedged cash flows. There was no material ineffectiveness during 2025 in relation to the interest rate swaps or the forward currency contracts. **Risk management**
**(a) Liquidity risk** Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group continually monitors net debt and forecast cash flows to ensure that sufficient facilities are in place to meet the Group’s requirements in the short, medium and long term and, in order to do so, arranges borrowings from a variety of sources. The Group has substantial funding available comprising multi-currency credit facilities from the Group’s banks, US private placement notes and senior bonds. During 2025, the Group issued under the terms of its Euro Medium Term Note (‘EMTN’) programme a £250m senior unsecured bond maturing in 2031
|600 500 400 300|||||400|250|435|250|
|---|---|---|---|---|---|---|---|---|
|200|87||||||||
|||130|||||||
|100|116||37|96||100|100||
|0|2026 Senior bonds|2027 US private placement notes|2028|2029|2030 Commercial paper|2031|2032 2033|2034 2035 2036|
and a £250m senior unsecured bond maturing in 2036. The bonds issued extend the maturity profile of the Group’s debt portfolio. During 2025, the Group refinanced all of its existing committed bank facilities with a syndicated bank facility of £950m and bilateral bank facilities of £300m, with a maturity of 2030. The Group has a €1 billion euro-commercial paper programme and a $1 billion US commercial paper programme, under which it can issue short term notes. At 31 December 2025, the nominal value of commercial paper in issue was £87.0m (2024: £144.6m) with maturities of up to three months.
Loans, borrowings and net debt
Bank overdrafts Bank loans Commercial paper US private placement notes Senior bonds **Borrowings due within one year** Bank loans US private placement notes Senior bonds **Borrowings due after one year**
**Gross debt** Cash and cash equivalents **Net debt excluding lease liabilities** Lease liabilities **Net debt including lease liabilities**
**2025** **£m** 2024 £m (987.9) (1.6) (14 4.3) (173.4) (299.9) (1,6 07.1) (5.8) (628.6) ( 727.3) (1,361.7) (75.5) (3,044.3) 1,432.9 (1,611.4) ( 75 4.1) (2,365.5)
set out in the chart below: **Maturity profile by year** (£m)
Derivatives managing the interest rate risk and currency profile of the debt
Further information on the movement in net debt and lease liabilities is shown in Note 29. The maturity profile of the Group’s US private placement notes, senior bonds and commercial paper is
---
**Financial Statements** Additional Information **164** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**18 Risk management and financial instruments** continued The undrawn committed bank facilities available at 31 December were as follows:
**2025** 2024 **£m** £m Expiring within one year **–** – Expiring after one year but within two years **–** 145.3 Expiring after two years **1,250.0** 788.2 **1,250.0** 933.5
In addition, the Group maintains bank overdrafts and uncommitted facilities to provide short term flexibility. As at 31 December 2025 there were no loans secured by fixed charges on property (2024: none). **Contractual maturity profile** The contractual maturity profile of the Group’s financial liabilities at 31 December is set out in the tables below. The amounts disclosed are the contractual undiscounted cash flows and therefore include interest cash flows (forecast using SONIA and SOFR interest rates at 31 December in the case of floating rate financial assets and liabilities). Derivative assets and liabilities have been included within the tables since they predominantly relate to derivatives which are used to manage the interest cash flows on the Group’s debt. Foreign currency cash flows have been translated using spot rates as at 31 December.
**Contractual cash (outflows)/inflows** **After After** **Total one year two years contractual Within one but within but within After** **cash flows year two years five years five years** **2025 £m £m £m £m £m**
|(212.6)|(212.6)||||
|---|---|---|---|---|
|(2.6)|(0.6)|(0.5)|(1.1)|(0.4)|
|(87.0)|(87.0)||||
|(664.0)|(138.1)|(147.8)|(166.1)|(212.0)|
|(1,704.4)|(48.2)|(48.2)|(544.5)|(1,063.5)|
|(886.8)|(221.3)|(192.7)|(319.5)|(153.3)|
|(2,258.1)|(2,061.2)|(87.5)|(109.4)|–|
|(5,815.5)|(2,769.0)|(476.7)|(1,140.6)|(1,429.2)|
|(57.7)|(13.7)|(13.2)|(38.2)|7.4|
|1,873.8|1,873.6|0.2|||
|(1,867.5)|(1,867. 3)|(0.2)|||
|(51.4)|(7.4)|(13.2)|(38.2)|7.4|
|(5,866.9)|(2,776.4)|(489.9)|(1,178.8)|(1,421.8)|
**Financial liabilities** Bank overdrafts Bank loans Commercial paper US private placement notes Senior bonds Lease payments Trade and other payables
**Derivative financial instruments** Net settled: Interest rate swaps Gross settled: Foreign exchange inflows Foreign exchange outflows
**Total**
Contractual cash (outflows)/inflows After After Total one year two years contractual Within one but within but within After cash flows year two years five years five years 2024 £m £m £m £m £m Financial liabilities Bank overdrafts (987.9) (987.9) Bank loans ( 7.4) (1.6) (1.0) (2.7) (2.1) Commercial paper (14 4.6) (14 4.6) US private placement notes (918.3) (201.2) (149.1) (330.4) (2 37.6) Senior bonds (1,260.5) (319.7) (19.9) (59.8) (861.1) Lease payments (875.0) (212.8) (189.4) (338.3) (134.5) Trade and other payables (2,364.5) (2,149.0) (50.5) (157.7 ) ( 7.3) (6,558.2) (4,016.8) (409.9) (888.9) (1,242.6) Derivative financial instruments Net settled: Interest rate swaps (115.5) (20.2) (20.2) (56.8) (18.3) Gross settled: Foreign exchange inflows 2,768.1 2,768.1 – Foreign exchange outflows (2,753.3) (2,753.3) – (100.7) (5.4) (20.2) (56.8) (18.3) **Total** (6,658.9) (4,022.2) (430.1) (945.7) (1,260.9)
**(b) Interest rate risk** The Group is funded by a mixture of fixed and floating rate debt with the Group’s main interest rate risk arising on its floating rate debt. Interest rate swaps and interest rate caps are used to manage the interest rate risk profile. The table below shows the fixed/floating rate debt mix after interest rate swaps. Of the US private placement notes of £581.8m (2024: £802.0m), there are US dollar denominated amounts totalling £87.5m (2024: £92.0m), with maturities ranging from 2026 to 2028, which have been swapped to floating rates using interest rate swaps which reprice daily. Of the senior bonds of £1,269.2m (2024: £1,027.2m), an amount totalling £838.5m (2024: £318.9m), with maturities ranging from 2030 to 2036, has been swapped to floating rates using interest rate swaps which reprice daily. The US private placement notes of £581.8m include a fair value gain of £4.5m (2024: £8.1m) related to interest rate swaps terminated in previous years. The terminations resulted in discontinuation of a number of fair value hedge relationships. At the date of de-designation, there was a fair value adjustment on the US private placement notes which will be amortised to the income statement across the remaining life of the debt. The amortisation of the fair value adjustment in 2025 was a credit to the income statement of £3.6m (2024: £4.3m).
---
NOTES continued
18 Risk management and financial instruments continued
Fixed vs floating interest rate table
2025 £m 2024 £m
Fixed rate debt
US private placement notes (581.8) (802.0)
Senior bonds (1,269.2) (1,027.2)
Total fixed rate debt (1,851.0) (1,829.2)
Interest rate swaps (fixed leg) 926.0 410.9
Fixed rate liability (925.0) (1,418.3)
Floating rate debt
Bank overdrafts (212.6) (987.9)
Bank loans (2.6) (7.4)
Commercial paper (86.7) (144.3)
Total floating rate debt (301.9) (1,139.6)
Interest rate swaps (floating leg) (926.0) (410.9)
Floating rate liability (1,227.9) (1,550.5)
Derivatives managing the interest rate risk and currency profile of the debt (51.1) (75.5)
Gross debt excluding lease liabilities (2,204.0) (3,044.3)
Effects of hedge accounting on the financial position and performance
The effects of the interest rate swaps on the Group’s financial position and performance are as follows:
2025 2024
Interest rate swaps
Net carrying amount liability (£m) (56.9) (82.8)
Notional amount (£m) 988.9 496.0
Maturity date range 2026-2036 2026–2030
Hedge ratio 1:1 1:1
Fair value (loss)/gain on US private placement notes and senior bond in a hedge relationship (£m) (26.5) 3.9
Fair value gain/(loss) on interest rate swaps in a hedge relationship (£m) 25.9 (4.1)
Sensitivity to movements in interest rates
After taking account of hedge relationships, a change of 1% in the interest rate forward curves on 31 December would have affected profit before income tax for the year and equity as at the year end as a result of changes in the fair values of derivative assets and liabilities at that date by the amounts shown below:
Impact on profit before tax
+1% £m -1% £m
Impact on equity
+1% £m -1% £m
2025
2024
0.1 -0.1 -0.1
(c) Foreign currency risk
The majority of the Group’s sales are made and income is earned in US dollars, euros and other foreign currencies. The Group does not hedge the impact of exchange rate movements arising on translation of earnings into sterling at average exchange rates.
The following significant exchange rates applied during the year:
Average rate Closing rate
2025 2024
US dollar 1.32 1.28 1.35 1.25
Euro 1.17 1.18 1.15 1.21
The majority of the Group’s transactions are carried out in the respective functional currencies of the Group’s operations and so transaction exposures are usually relatively limited. Where they do occur the Group’s policy is to hedge exposures of highly probable forecast transactions using forward foreign exchange contracts and these are designated as cash flow hedges. During the year the Group hedged highly probable forecast transactions for periods of up to 24 months. However, the economic impact of foreign exchange on the value of uncommitted future purchases and sales is not hedged. As a result, sudden and significant movements in foreign exchange rates can impact profit margins where there is a delay in passing the resulting price increases on to customers.
For the year ended 31 December 2025, all foreign exchange cash flow hedges were effective with a cumulative pre-tax loss of £1.5m (2024: cumulative pre-tax gain of £4.7m) recognised in equity at the end of the year and this will affect the income statement during 2026 and 2027.
Effects of hedge accounting on the financial position and performance
Forward foreign currency hedges in relation to inventory purchases
Net carrying amount (liability)/asset (£m) (1.5) 4.7
Notional amount at 31 December (£m) 151.2 131.2
Maturity date range 2026-2027 2025
Hedge ratio 1:1 1:1
Change in value of hedged items during the year (£m) 6.2 (7.2)
Change in fair value of outstanding foreign currency forward contracts during the year (£m) (6.2) 7.2
---
**Financial Statements** Additional Information **166** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**18 Risk management and financial instruments** continued The majority of the Group’s borrowings are in effect denominated in US dollars, sterling and euros, aligning them to the respective functional currencies of the component parts of the Group’s EBITDA. This currency profile is achieved using short term foreign exchange contracts and foreign currency debt which are designated as hedging instruments to achieve net investment hedge accounting at a Group level. This currency composition minimises the impact of movements in foreign exchange rates on the ratio of net debt to EBITDA. As at 31 December 2025, foreign currency denominated liabilities of £1,612.0 million (2024: £1,311.8 million) were designated as hedging instruments. During 2025 no ineffectiveness was recorded from net investments in foreign entity hedges. The currency profile of the Group’s net debt excluding lease liabilities at 31 December is set out in the table below:
**2025** 2024 **£m** £m US dollar **602.0** 637.7 Sterling **220.6** 225.4 Euro **770.2** 644.7 Other **71.1** 103.6 **Net debt excluding lease liabilities 1,663.9** 1,611.4
The Group also enters into foreign currency derivatives to hedge intercompany loans economically
**(d) Credit risk** Credit risk is the risk of loss in relation to a financial asset due to non-payment by the relevant counterparty. The Group’s objective is to reduce its exposure to counterparty default by restricting the type of counterparty it deals with and by employing an appropriate policy in relation to the collection of financial assets. The Group’s financial assets are cash at bank and in hand, money market funds, derivative financial instruments and trade and other receivables which represent the Group’s maximum exposure to credit risk in relation to financial assets. The maximum exposure to credit risk for cash at bank and in hand, money market funds, derivative financial assets (see page 167) and trade and other receivables (see Note 16) is their respective carrying amounts. Dealings are restricted to those banks with the relevant combination of geographic presence and suitable credit rating. The Group continually monitors the credit ratings of its counterparties and the credit exposure to each counterparty. For trade and other receivables, the amounts represented in the balance sheet are net of any impairment losses measured using the expected credit loss model. Note 16 sets out an analysis of trade and other receivables and the provision for expected credit losses and credit notes in respect of trade receivables. At the balance sheet date there were no significant concentrations of credit risk (2024: none).
**(e) Financial instruments** Financial assets and liabilities
|although these do not qualify for hedge accounting and therefore gains and losses are recorded in the||||||2025|2024|
|---|---|---|---|---|---|---|---|
|income statement. These currency derivatives are subject to the same risk management policies as all other derivative contracts.|||||Financial assets held at amortised cost|£m|£m|
|Sensitivity to movements in foreign exchange rates|||||Cash at bank and in hand|472.8|1,369.1|
|For the year ended 31 December 2025, a movement of one cent in the US dollar and euro average|||||Trade and other receivables|1,637.8|1,541.7|
|exchange rates would have changed profit before income tax by £2.1m and £0.8m respectively (2024: £2.8m and £0.9m) and adjusted profit before income tax by £2.5m and £1.2m respectively (2024: £3.2m|||||Total financial assets held at amortised cost Financial assets held at fair value|2,110.6|2,910.8|
|and £1.2m).|||||Interest rate derivatives in fair value hedges|6.1|–|
|If a 10% strengthening or weakening of sterling had taken place on 31 December it would have|||||Foreign exchange derivatives in cash flow hedges|0.3|4.8|
|increased/(decreased) profit before income tax and (decreased)/increased equity for the year by|||||Foreign exchange derivatives in net investment hedges|7.7|13.3|
|the amounts shown in the table below. The impact of this translation is much greater on equity than it is on profit before income tax since equity is translated using the closing exchange rates at the year end|||||Other foreign exchange and interest rate derivatives|2.8|9.9|
|and profit before income tax is translated using the average exchange rates for the year. As a result, the|||||Total derivative financial assets|16.9|28.0|
|value of equity is more sensitive than the value of profit before income tax to a movement in exchange|||||Money market funds|67. 3|63.8|
|rates on 31 December and the resulting movement in profit before income tax is due solely to the|||||Total financial assets held at fair value|84.2|91.8|
|translation effect on monetary items. This analysis assumes that all other variables, in particular interest rates, remain constant.|||||Total financial assets Current derivative financial assets|2,194.8 10.8|3,002.6 28.0|
||Impact on profit before tax +10% £m|–10% £m|Impact on equity +10% £m|–10% £m|Non-current derivative financial assets Total derivative financial assets|6.1 16.9|– 28.0|
|2025|1.4|(1.7)|(212.8)|259.5||||
0.7 (0.9) (214.9) 260.3
---
NOTES continued
18 Risk management and financial instruments continued
Financial assets and liabilities
2025 £m 2024 £m
Financial liabilities held at amortised cost
Bank overdrafts (212.6) (987.9)
Bank loans (2.6) (7.4)
Commercial paper (86.7) (144.3)
US private placement notes (581.8) (802.0)
Senior bonds (1,269.2) (1,027.2)
Lease liabilities (742.5) (754.1)
Trade and other payables (2,096.7) (2,172.4)
Total financial liabilities held at amortised cost (4,992.1) (5,895.3)
Financial liabilities held at fair value
Interest rate derivatives in fair value hedges (62.9) (82.8)
Foreign exchange derivatives in cash flow hedges (1.8) (0.1)
Foreign exchange derivatives in net investment hedges (0.4) (9.1)
Other foreign exchange derivatives (4.3) (6.6)
Total derivative financial liabilities (69.4) (98.6)
Other payables held at fair value (161.4) (192.1)
Total financial liabilities held at fair value (230.8) (290.7)
Total financial liabilities (5,222.9) (6,186.0)
Current derivative financial liabilities (6.5) (15.8)
Non-current derivative financial liabilities (62.9) (82.8)
Total derivative financial liabilities (69.4) (98.6)
Financial assets and liabilities stated as being measured at fair value in the tables above (including all derivative financial instruments), with the exception of money market funds and other payables, have carrying amounts where the fair value is, and has been throughout the year, a level two fair value measurement. Level two fair value measurements use inputs other than quoted prices that are observable for the relevant asset or liability, either directly or indirectly. The fair values of financial assets and liabilities stated at level two fair value have been determined by discounting expected future cash flows, translated at the appropriate balance sheet date exchange rates and adjusted for counterparty or own credit risk as applicable. Money market funds have a fair value which is a level one fair value measurement, as this is determined by utilising unadjusted quoted prices in active markets as at the balance sheet date. Other payables measured at fair value relate to earn outs and minority options, excluding elements relating to the retention of former owners, on businesses acquired. This is a level three fair value which is initially measured based on the expected future profitability of the businesses acquired. A 1% increase in the expected profitability of the relevant businesses acquired would result in an increase to other payables held at fair value of £2.0m (2024: £2.1m) and 1% decrease in the expected profitability would result in a decrease of £2.0m (2024: £2.1m).
There were no transfers between levels for recurring fair value measurements during the year.
As at 31 December 2025 the fair values, based on unadjusted market data, of the US private placement notes was £565.5m (2024: £761.6m) and of the senior bonds was £1,285.9m (2024: £968.2m).
For other financial assets and financial liabilities not measured at fair value, including cash at bank and in hand, bank loans and overdrafts, trade and other receivables and trade and other payables, their carrying amount is a reasonable approximation of fair value due to their short term nature. Bank loans are priced based on floating interest rates and the credit spread has not changed since the inception of the loan.
Offsetting of financial assets and liabilities
The following table sets out the Group's derivative financial assets and liabilities that are subject to counterparty offsetting or master netting agreements.
2025 Gross amounts £m Gross amounts offset in the balance sheet £m Net amounts recognised in the balance sheet £m Amounts not offset in the balance sheet £m Net amounts £m
Derivative financial assets 16.9 – 16.9 (10.6) 6.3
Derivative financial liabilities (69.4) – (69.4) 10.6 (58.8)
2024
Derivative financial assets 28.0 – 28.0 (12.9) 15.1
Derivative financial liabilities (98.6) – (98.6) 12.9 (85.7)
Financial assets and liabilities stated as being measured at fair value in the tables above (including all derivative financial instruments), with the exception of money market funds and other payables, have carrying amounts where the fair value is, and has been throughout the year, a level two fair value measurement. Level two fair value measurements use inputs other than quoted prices that are observable for the relevant asset or liability, either directly or indirectly. The fair values of financial assets and liabilities stated at level two fair value have been determined by discounting expected future cash flows, translated at the appropriate balance sheet date exchange rates and adjusted for counterparty or own credit risk as applicable. Money market funds have a fair value which is a level one fair value measurement, as this is determined by utilising unadjusted quoted prices in active markets as at the balance sheet date. Other payables measured at fair value relate to earn outs and minority options, excluding elements relating to the retention of former owners, on businesses acquired. This is a level three fair value which is initially measured based on the expected future profitability of the businesses acquired at the acquisition date and subsequently reassessed at each reporting date based on the most recent data available on the expected profitability of the
---
**Financial Statements** Additional Information **168** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 19 Provisions
**2025** 2024 **£m** £m Current **57.5** 57.1
|0.3|(16.2)|(15.9)|
|---|---|---|
|4.5|(8.3)|(3.8)|
|13.2|(294.0)|(280.8)|
|3.8|–|3.8|
|9.9|(0.5)|9.4|
|48.8|(6.8)|42.0|
|13.4|(22.0)|(8.6)|
|22.3|(5.2)|17.1|
|116.2|(353.0)|(236.8)|
|(94.3)|94.3|–|
|21.9|(258.7)|(236.8)|
Non-current **55.4** 49.7
**112.9** 106.8
**2025** 2024 **MEPP** MEPP **Properties withdrawal Other Total** Properties withdrawal Other Total **£m £m £m £m** £m £m £m £m
|34.3|3.5|69.0|106.8|
|---|---|---|---|
|1.5|–|2.8|4.3|
|0.5|–|12.7|13.2|
|–|–|(2.5)|(2.5)|
|(3.4)|(0.2)|(7.3)|(10.9)|
|–|(0.3)|2.3|2.0|
|32.9|3.0|77.0|112.9|
Beginning of year 26.4 4.2 55.2 85.8 Charge 2.1 – 7.1 9.2 Acquisitions (Note 9) 8.1 – 24.7 32.8 Disposal of businesses (Note 10) – – (4.2) (4.2) Utilised or released (1.9) (0.7) (6.0) (8.6) Currency translation (0.4) – (7.8) (8.2) **End of year** 34.3 3.5 69.0 106.8
The Properties provision includes provisions for repairs and dilapidations. These provisions cover the relevant periods of the lease agreements, which typically extend from one to 10 years, up to the expected termination date. The MEPP withdrawal provision relates to the withdrawal liability on multi-employer pension plans in North America. See Note 25 for further details. Group companies are, from time to time, subject to certain claims and litigation incidental to their operations and arising in the ordinary course of business including, but not limited to, those relating to the products and services that they supply, contractual and commercial disputes, environmental claims, employment related disputes and indirect and payroll taxes. Other provisions include management’s best estimate of the liabilities for such claims and litigation at the balance sheet date, determined by reference to known factors and past experience of similar items. Provision is made if, on the basis of current information and professional advice, liabilities are considered likely to arise. Management expects these matters to be settled within the next one to five years. While any dispute has an element of uncertainty, management does not expect that the actual outcome of any such claims and litigation, either individually or in the aggregate, will be materially different to the amounts provided. In the case of unfavourable outcomes, the Group may benefit from applicable insurance protection, for which an asset is only recognised when it is virtually certain. There are no individually significant provisions included within the other category.
## 20 Deferred tax
**2025** 2024 **Asset Liability Net** Asset Liability Net **£m £m £m** £m £m £m Property, plant and equipment 0.2 (15.6) (15.4) Defined benefit pension schemes 4.3 (8.8) (4.5) Goodwill, customer and supplier relationships, brands and technology 9.7 (304.2) (294.5) Share based payments 14.5 – 14.5 Leases 8.7 (0.3) 8.4 Provisions and accruals 48.2 (5.1) 43.1 Inventories 12.0 (23.5) (11.5) Other 14.9 (4.2) 10.7 Deferred tax asset/(liability) 112.5 (361.7) (249.2) Set-off of tax (98.4) 98.4 – **Net deferred tax asset/(liability)** 14.1 (263.3) (249.2)
Except as noted below, deferred tax is calculated in full on temporary differences under the liability method using the tax rate of the country of operation. The Company is able to control the dividend policy of its subsidiaries and, therefore, the timing of the remittance of the undistributed earnings of overseas subsidiaries. In general, the Company has determined either that such earnings will not be distributed in the foreseeable future or, where there are plans to remit those earnings, no tax liability is expected to arise except for a liability of £2.0m (2024: £1.4m) which has been provided for. Deferred tax assets in respect of temporary differences have only been recognised in respect of tax losses and other temporary differences where it is probable that these assets will be realised. No deferred tax asset has been recognised in respect of unutilised tax losses of £14.7m (2024: £10.9m). No deferred tax has been recognised in respect of unutilised capital losses of £95.0m (2024: £86.9m) as it is not considered probable that there will be suitable future taxable profits against which they can be utilised. The movement in the net deferred tax liability is shown below:
**2025** 2024 **£m** £m Beginning of year **249.2** 175.9 Acquisitions (Note 9) **8.5** 99.8 Disposal of businesses (Note 10) **–** (1.6) Credit to income statement **(18.5)** (16.3) Recognised in other comprehensive income and equity **0.9** (4.4) Reclassified (to)/from current tax **(0.1)** – Currency translation **(3.2)** (4.2) **End of year 236.8** 249.2
---
NOTES continued
21 Share capital and share based payments
| Issued and fully paid ordinary shares of 32½p each | 104.2 | 106.4 |
| :--- | :--- | :--- |
| Number of ordinary shares in issue and fully paid | 2025 | 2024 |
| Beginning of year | 331,176,520 | 338,021,077 |
| Issued – option exercises | 154,897 | 378,873 |
| Own shares purchased for cancellation | (7,119,988) | (7,223,430) |
| End of year | 324,211,429 | 331,176,520 |
Own shares purchased for cancellation
During 2025 the Company repurchased and cancelled 7,119,988 ordinary shares, with an aggregate nominal value of £2.3m, for a total consideration of £201.5m, including transaction costs of £0.2m and stamp duty of £1.3m, all of which has been paid during the year. The repurchased shares represent approximately 2% of ordinary share capital in issue as at 31 December 2025. Purchase of own shares of £204.8m, as shown in the consolidated cash flow statement, also includes £3.3m relating to outstanding payments from the 2024 share buyback programme.
Own shares purchased for cancellation of £151.5m in 2025, as shown in the consolidated statement of changes in equity, includes the £201.5m total consideration for shares repurchased and cancelled during the year less £50.0m accrued for share purchases committed to as at 31 December 2024.
During 2024 the Company repurchased and cancelled 7,223,430 ordinary shares, with an aggregate nominal value of £2.3m, for a total consideration of £251.2m, including transaction costs of £0.2m and stamp duty of £1.0m, of which £247.9m had been paid during the year. The repurchased shares represent approximately 2% of ordinary share capital in issue as at 31 December 2024.
Own shares purchased for cancellation of £301.2m in 2024, as shown in the consolidated statement of changes in equity, includes the £251.2m total consideration for shares repurchased and cancelled during the year and a further £50.0m accrual for share purchases committed to as at 31 December 2024. Of the £50.0m accrual, 1,485,587 ordinary shares were repurchased and cancelled between 1 January 2025 and 3 March 2025, for a total cost of £50.0m. The number of shares in issue is reduced when shares are repurchased and cancelled.
Investment in own shares
The Company holds a number of its ordinary shares in an employee benefit trust. The principal purpose of this trust is to hold shares in the Company for subsequent transfer to certain senior employees and executive directors in relation to options granted and awards made under the LTIP and the Deferred Annual Share Bonus Scheme ('DASBS') over market purchase shares. Details of these plans are set out below and in the Directors’ remuneration report. The assets, liabilities and expenditure of the trust have been incorporated in the consolidated financial statements. Finance expenses and administration charges are included in the income statement on an accruals basis. As at 31 December 2025 the trust held 3,196,024 (2024: 1,921,706) shares, upon which dividends have been waived, with an aggregate nominal value of £1.0m (2024: £0.6m) and market value of £66.3m (2024: £63.3m).
Shares based payments
The Company operates a number of share plans for the benefit of employees of the Company and its subsidiaries. Further details of the share plans as they relate to the directors of the Company are set out in the Directors' remuneration report.
Sharesave Scheme, International Sharesave Plan and Irish Sharesave Plan
For many years, the Company has operated all employee savings related share option schemes. The existing scheme in the UK, the Bunzl plc Sharesave Scheme, was approved by shareholders at the 2011 Annual General Meeting ('AGM') and renewal amendments were approved by shareholders at the 2021 AGM. It is an HMRC tax advantaged scheme and is open to all eligible UK employees, including UK-based executive directors.
The Bunzl Irish Sharesave Plan, which is approved by the Irish Revenue Commissioners, and the Bunzl plc International Sharesave Plan, were first introduced in 2006 and have since been extended, most recently following the renewal of the Bunzl plc Sharesave Scheme in 2021.
The Bunzl plc Sharesave Scheme, Bunzl plc International Sharesave Plan and the Bunzl Irish Sharesave Plan operate on a similar basis with invitations to join issued to employees of Bunzl plc and participating subsidiaries who have completed at least three months of continuous service, at a discount of up to 20% of the market price prevailing shortly before the invitation. Depending on the scheme, options are normally exercisable either three or five years from the end of the savings contract, with employees saving up to £500 (2024: £500) per month (or the equivalent value in other currencies under the Bunzl plc International Sharesave Plan) or €500 per month under the Bunzl Irish Sharesave Plan.
Long Term Incentive Plan 2014 ('2014 LTIP') and 2024 ('2024 LTIP')
The 2014 LTIP was approved by shareholders at the 2014 AGM and expired in April 2024. No further share options, performance share awards or restricted share awards have been granted under the 2014 LTIP since that date. The 2024 LTIP was approved by shareholders at the 2024 AGM and replaced the 2014 LTIP. The operation of the LTIP is overseen by the Remuneration Committee of the Board and is divided into two parts, being Part A and Part B.
Part A of the 2024 LTIP relates to the grant of market priced executive share options. In normal circumstances, options granted under Part A are only exercisable if the relevant performance condition has been satisfied. The performance condition is based on the Company’s adjusted earnings per share growth meeting certain specified targets.
Part B of the 2024 LTIP relates to the grant of performance share awards and restricted share awards, both of which are conditional rights to receive shares in the Company for nil consideration.
Performance share awards and restricted share awards will usually vest (i.e. become exercisable) on the third anniversary of their grant. The extent to which a performance share award will vest is usually subject to the extent to which the applicable performance conditions have been satisfied, based partly on the Company’s total shareholder return performance, relative to a comparator group of companies over a three year period, and partly subject to the Company’s adjusted earnings per share growth meeting certain specified targets. The extent to which a restricted share award will vest is usually subject to the extent to which the applicable underpin condition has been satisfied. There are no set measures or targets in relation to the underpin condition. The basis of assessment is at the absolute discretion of the Remuneration Committee.
---
**Financial Statements** Additional Information **170**
For the options outstanding at 31 December 2025, the weighted average fair values and the weighted average remaining contractual lives (being the time period from 31 December 2025 until the lapse date of each share option) are set out below:
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
**21 Share capital and share based payments** continued **IFRS 2 disclosures** Options granted during the year have been valued using a Black Scholes model. The fair value per option granted during the year and the assumptions used in the calculations are as follows:
**2025** 2024
|Weighted average|||
|---|---|---|
|fair value of|Weighted average||
|options||remaining|
|outstanding|contractual life (£)|(years)|
Grant date **02.04.25–31.10.25** 01.03.24–11.09.24 Share price at grant date (£) **23.12–30.34** 29.46–36.14 Exercise price (£) **nil–24.50** nil–36.38
|7.59|2.14|
|---|---|
|7.53|1.97|
|7. 35|2.84|
|4.22|5.57|
|24.77|3.20|
|4.81|9.46|
|25.44|5.18|
Number of options granted during the year (shares) **3,715,939** 2,062,611 Vesting period (years) **3.0–5.0** 3.0–5.0 Expected volatility (%) **19–28** 18–20 Option life (years) **3.0–10.0** 3.0–10.0 Expected life (years) **3.0–7.5** 3.0–6.5 Risk free rate of return (%) **3.8–4.5** 3.6–4.4 Expected dividends expressed as a dividend yield (%) **0.0–3.0** 0.0–2.3 Fair value per option (£) **4.75–23.60** 5.09–24.41
The expected volatility is based on historical volatility over the last three to seven years. The expected life is the average expected period to exercise. The risk free rate of return is the yield on zero coupon UK government bonds of a term consistent with the assumed option life. The weighted average share price for options exercised by employees of the Company and its subsidiaries during the year was £25.10 (2024: £33.47). The total charge for the year relating to share based payments was £3.5m (2024: £17.2m). After tax the total charge was £8.3m (2024: £14.0m). Details of share options and awards which have been granted and exercised, those which have lapsed during 2025 and those outstanding and available to exercise at 31 December 2025, whether over new issue or market purchase shares, or cash-settled, under the Sharesave Scheme, International Sharesave Plan, Irish Sharesave Plan, the 2014 LTIP Part A and Part B and 2024 LTIP Part A and Part B, are set out in the following table:
**Options Grants/awards outstanding**
||Options outstanding||Options available|
|---|---|---|---|
|Lapses|||to exercise|
|2025||at 31.12.25|at 31.12.25|
|Number|Number|Price (£)|Number|
**at 01.01.25** **Number Number Price (£)**
|576,835|218,911|24.40|116,849|15.28–24.53|
|---|---|---|---|---|
|231,032|98,706|24.40|22,959|22.56|
|–|36,930|24.40|–|–|
|6,300,184|–|–|151,636|16.87–28.97|
|1,383,542|3,081,890|24.50|–|–|
|1,079,242|19,781|–|410,967|–|
|32,686|279,502|–|–|–|
|9,603,521|3,735,720||702,411||
|141,808|537,089|17.81–24.53|833|
|---|---|---|---|
|53,416|253,363|23.43–24.53|893|
|4,800|32,130|24.40|–|
|305,606|5,842,942|18.40–28.97|4,436,618|
|105,718|4,359,714|24.50–36.38|49,568|
|119,281|568,775|–|119,669|
|6,568|305,620|–|–|
|737,197|11,899,633||4,607,581|
Sharesave Scheme International Sharesave Plan Irish Sharesave Plan 2014 LTIP Part A 2024 LTIP Part A 2014 LTIP Part B 2024 LTIP Part B
†
* Share option lapses relate to those which have either been forfeited or have expired during the year.
Sharesave Scheme International Sharesave Plan Irish Sharesave Plan 2014 LTIP Part A 2014 LTIP Part B 2024 LTIP Part A 2024 LTIP Part B
The outstanding share options and performance share awards are exercisable at various dates up to September 2035.
†**Exercises** ***** **2025 2025** **Number Price(£)**
Share option grants/awards also include the dividend equivalent shares accrued in relation to the vested LTIP B Restricted Share Awards (‘RSAs’).
---
NOTES continued
22 Dividends
Total dividends for the years in which they are recognised are:
| 2025 £m | 2024 £m |
| :--- | :--- |
| 2023 interim | 61.0 |
| 2023 final | 167.6 |
| 2024 interim | 66.7 |
| 2024 final | 175.5 |
| Total | 242.2 | 228.6 |
Total dividends per share for the year to which they relate are:
| Per share | 2025 | 2024 |
| :--- | :--- | :--- |
| Interim | 20.2p | 20.1p |
| Final | 53.9p | 53.8p |
| Total | 74.1p | 73.9p |
The 2025 interim dividend of 20.2p per share was paid on 5 January 2026 and comprised £64.8m of cash. The 2025 final dividend of 53.9p per share will be paid on 2 July 2026 to shareholders on the register at the close of business on 22 May 2026. The 2025 final dividend will comprise approximately £173m of cash.
23 Bank guarantees
| 2025 £m | 2024 £m |
| :--- | :--- |
| Bank guarantees | 3.4 | 4.5 |
24 Directors’ ordinary share interests
The interests of the directors, and their connected persons, in the share capital of the Company at 31 December were:
| 2025 | 2024 |
| :--- | :--- |
| Peter Ventress | 11,069 | 2,608 |
| Frank van Zanten** | 365,013 | 269,899 |
| Richard Howes** | 142,001 | 89,384 |
| Pam Kirby | 1,800 | 1,800 |
| Stephan Nanninga | 10,000 | 10,000 |
| Vin Murria | - | - |
| Jacky Simmonds | 3,645 | 1,445 |
| Daniela Barone Soares | 953 | 519 |
| Julia Wilson** | 2,793 | 1,302 |
| Lloyd Pitchford* | N/A | 4,000 |
* Lloyd Pitchford retired as a director on 23 April 2025.
** Frank van Zanten’s shares include 165,185 ordinary shares held by his connected person(s). Richard Howes’ shares include 107,270 ordinary shares held by his connected person(s). Julia Wilson’s shares include 1,491 ordinary shares held by her connected person(s).
Details of the directors’ options and awards over ordinary shares made under the 2024 LTIP, Sharesave Scheme, International Sharesave plan and DASBS are set out in the Directors’ remuneration report. No changes to the directors’ ordinary share interests shown in this Note and the Directors’ remuneration report have taken place between 31 December 2025 and 2 March 2026, that were notifiable under article 19 of the Market Abuse Regulation.
---
**Financial Statements** Additional Information **172** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
## NOTES continued
## 25 Retirement benefits
The Group operates a number of defined benefit and defined contribution retirement benefit schemes in the US, the UK and elsewhere in Europe (including France, the Netherlands and the Republic of Ireland). The funds of the principal defined benefit schemes are administered by trustees and are held independently from the Group. Pension costs of defined benefit schemes are assessed in accordance with the advice of independent professionally qualified actuaries. Contributions to all schemes are determined in line with actuarial advice and local conditions and practices. Scheme assets for the purpose of IAS 19 ‘Employee Benefits’ are stated at their mid value. **Characteristics of defined benefit pension schemes** UK The UK defined benefit scheme is a contributory defined benefit pension scheme providing benefits based on final pensionable pay. The scheme has been closed to new members since 2003 and was closed to further accrual in May 2024 before the trustee entered into a bulk annuity buy-in transaction in December 2024 that insured the vast majority of the benefit obligations. The value of the annuity policy is equal to the value of the IAS 19 liability less GMP equalisation liabilities estimated as approximately £2m. The valuation of the UK defined benefit pension scheme has been updated to 31 December 2025 by the Group’s actuaries. The UK scheme is an HMRC registered pension scheme and is subject to standard UK pensions and tax law. This means that the payment of contributions and benefits are subject to the appropriate tax treatments and restrictions and the scheme is subject to the scheme funding requirements outlined in section 224 of the Pensions Act 2004. In accordance with UK trust and pensions law, the pension scheme has a corporate trustee. Although the Company bears the financial cost of the scheme, the responsibility for the management and governance of the scheme lies with the trustee, which has a duty to act in the best interest of members at all times. The assets of the scheme are held in trust by the trustee who consults with the Company on investment strategy decisions. The last full triennial valuation on the UK defined benefit pension scheme was carried out by a qualified actuary as at 5 April 2024 and showed that there was a surplus on the agreed funding basis. US The principal US defined benefit pension scheme is a non-contributory defined benefit pension scheme providing benefits based on final pensionable pay. The scheme has been closed to new members since
2003. The valuation of the US defined benefit pension scheme has been updated to 31 December 2025 by the Group’s actuaries. The US scheme is a qualified pension scheme and is subject to standard regulations under the Employee Retirement Income Security Act of 1974, the Pension Protection Act of 2006 and the Department of Labor and Internal Revenue reporting requirements. The scheme pays annual premiums to the Pension Benefit Guaranty Corporation to insure the benefits of the scheme. The assets of the scheme are held in trust by an independent custodian. The Company has established a Retirement Scheme Investment Committee. The members of the Committee are the scheme fiduciaries and, as such, are ultimately responsible for the management of the scheme assets. The Committee performs the oversight function and delegates the day-to-day management process to appropriate staff. A registered investment adviser advises the Committee regarding the investment of scheme assets.
A de-risking strategy has been agreed for the scheme to reduce the mismatch between the assets and liabilities, whereby investments are switched from return seeking assets to liability matching assets as the funding improves, based on pre-agreed triggers. Annual actuarial valuations are performed on the US defined benefit pension scheme. The last annual review was carried out by a qualified actuary as at 1 January 2025 and showed that there was a required annual contribution of $3.9m. Bunzl plans to cover this required contribution using a prefunding balance. In comparison, in the 2024 plan year, Bunzl also used a prefunding balance to cover the required contribution of $3.9m. The annual review as at 1 January 2026 is ongoing. **Risks** In June 2023, the United Kingdom High Court in Virgin Media Limited v NTL Pension Trustees II Limited ruled that certain historical amendments to contracted-out defined benefit schemes between 6 April 1997 and 5 April 2016 were invalid without confirmation under Section 37 of the Pension Schemes Act 1993 from the scheme’s actuary. Subsequent to this, in June 2025, the United Kingdom Government announced its intention to introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historical benefit changes met the necessary standards. The Trustees have initiated an investigation of scheme amendments to decide whether any subsequent actions or amendments to scheme liabilities are required. The Group has not made any allowance for the possible impact of the ruling as based on external advice the Group’s current expectation is that no additional liabilities will arise. Following the buy-in for the UK defined benefit pension scheme in December 2024 the risk of material change has been substantially mitigated. The main risks to which the Group is exposed in relation to the US defined benefit pension scheme are described below:
- Interest rate risk – a fall in bond yields will increase the value of the scheme's liabilities. A proportion of the US scheme's assets are invested in liability matching assets to mitigate the interest rate and also the inflation risk.
- Mortality risk – the assumptions adopted by the Group make allowance for future improvements in life expectancy. However, if life expectancy improves at a faster rate than assumed, this would result in greater payments from the schemes and consequently increases in the schemes’ liabilities. The mortality assumptions are reviewed on a regular basis to minimise the risk of using an inappropriate assumption.
- Investment risk – the schemes invest in a diversified range of asset classes to mitigate the risk of falls in any one area of the investments. The risks mentioned above could lead to a material change to the deficit or surplus of the US pension scheme. Given the long term time horizon of the schemes’ cash flows, the assumptions used can lead to volatility in the scheme valuations from year to year. A higher defined benefit obligation in the US pension scheme could lead to additional funding requirements in future years. Any deficit measured on a funding valuation basis, which may differ from the actuarial valuation under IAS 19, will generally be financed over a period that ensures the contributions are appropriate to the Group and in line with the relevant regulations.
---
Directors’ Report **Financial Statements** Additional Information **173**
The amounts included in the consolidated financial statements at 31 December were:
**Bunzl plc** Annual Report 2025 Strategic Report
## NOTES continued
**25 Retirement benefits** continued **Financial information**
**Amounts included in the income statement** Defined contribution pension schemes Defined benefit pension schemes current service cost (net of contributions by employees) Total included in employee costs excluding non-recurring pension scheme credits Defined benefit pension schemes past service cost included in non-recurring pension scheme credits Total included in employee costs **Amounts included in finance (income)/expense** Net interest income on defined benefit pension schemes in surplus Net interest expense on defined benefit pension schemes in deficit
|–|11.4|1.9|13.3|
|---|---|---|---|
|–|47.8|9.0|56.8|
|209.5|–|–|209.5|
|35.1|9.1|6.3|50.5|
|244.6|68.3|17. 2|330.1|
|(211.5)|(67.9)|(16.8)|(296.2)|
|–|(7.5)|(9.0)|(16.5)|
|(211.5)|(75.4)|(25.8)|(312.7)|
|–|(7.1)|(9.7)|(16.8)|
|33.1|–|1.1|34.2|
|33.1|(7.1)|(8.6)|17.4|
|(8.3)|1.8|2.7|(3.8)|
|24.8|(5.3)|(5.9)|13.6|
**Total charge to the income statement**
**Amounts recognised in the statement of comprehensive income** Actual return less expected return on pension scheme assets Experience (loss)/gain on pension scheme liabilities Impact of changes in financial assumptions relating to the present value of pension scheme liabilities Impact of changes in demographic assumptions relating to the present value of pension scheme liabilities **Actuarial loss on defined benefit pension schemes**
of comprehensive income at 31 December 2025 was £70.9m (2024: £67.2m).
**UK** Longevity at age 65 for current pensioners (years) Longevity at age 65 for future pensioners (years) **US** Longevity at age 65 for current and future pensioners (years)
**UK**
Rate of increase in salaries **–** – 3.5% **3.0%** Rate of increase in pensions **–** – 2.7% **–** Discount rate **5.6%** 5.6% 4.8% **5.1%** Inflation rate **2.7%** 2.8% 2.7% **2.3%**
**2025** **£m**
**32.6**
**1.2**
**33.8** **–**
**33.8** **(2.0)**
**0.8**
**32.6** **(5.3)** **(2.8)**
**3.6**
**0.8** **(3.7)** 2024 £m
31.8
2.3 3 4.1 (3.2)
30.9 (3.1)
0.7
28.5 (74.2)
7.9
25.5
5.7
(35.1)
The assumptions used by the actuaries are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescales covered, may not necessarily be borne out in practice. The increase/(decrease) that would arise on the overall net pension surplus as at 31 December 2025 as a result of reasonably possible changes to key assumptions was:
**Impact of change Impact of change Impact of change in longevity in inflation rate in discount rate**
**+1 year –1 year +0.25% –0.25% +0.25% –0.25%** **£m £m £m £m £m £m** UK **(0.1) 0.1 – – (0.1) 0.1** US **(2.2) 2.3 – – 1.4 (1.5)**
The market value of pension scheme assets and the present value of retirement benefit obligations at 31 December were:
**UK US Other Total** **2025 £m £m £m £m** Equities Bonds Assets held by insurance company Other Total market value of pension scheme assets Present value of funded obligations Present value of unfunded obligations Present value of funded and unfunded obligations Defined benefit pension schemes in deficit Defined benefit pension schemes in surplus Total surplus/(deficit) before tax Deferred tax **Total surplus/(deficit) after tax**
**2025**
**22.7**
**23.8**
**22.0**
3.0% –
5.4%
2.3% 2024
21.4
22.3
21.6 **US**
3.0% –
4.8%
2.3%
The cumulative amount of net actuarial losses arising since 1 January 2004 recognised in the statement
The principal assumptions used by the independent qualified actuaries for the purposes of IAS 19 were:
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **174**
## NOTES continued
## 25 Retirement benefits continued
||2025|2024||
|---|---|---|---|
|Movement in net surplus/(deficit)|£m|£m|The actual return on pension scheme assets was a gain of £12.7m (2024: loss of £54.5m).|
|Beginning of year|19.8|49.4||
|Disposal of businesses|–|0.6|The Group expects to pay approximately £1.1m in contributions to the defined benefit pension|
|Current service cost|(1.2)|(2.3)|schemes in the year ending 31 December 2026 (expected as at 31 December 2024 for the year ending 31 December 2025: £1.2m) including none for the UK (expected as at 31 December 2024 for the year|
|Past service credit|–|3.2|ending 31 December 2025: none).|
|Contributions|1.1|1.2|The weighted average duration of the defined benefit pension scheme liabilities at 31 December 2025|
|Net interest income|1.2|2.4|was approximately 12.0 years (2024: 13.0 years) for the UK and 7.6 years (2024: 7.6 years) for the US.|
|Actuarial loss|(3.7)|(35.1)||
|Currency translation|0.2|0.4|The total defined benefit pension scheme liabilities are divided between active members (£31.9m|
|End of year|17.4|19.8|(2024: £41.3m)), deferred members (£145.2m (2024: £146.0m)) and pensioners (£135.6m (2024: £140.7m)).|
|||||||2025|2024|
|---|---|---|---|---|---|---|---|
||||||Changes in the present value of defined benefit pension scheme liabilities|£m|£m|
|2024|£m UK|£m US|Other £m|Total £m|Beginning of year|328.0|375.5|
|Equities|–|16.3|1.7|18.0|Disposal of businesses|–|(2.3)|
|Bonds|–|54.0|9.5|63.5|Current service cost|1.2|2.3|
|Assets held by insurance company|211.6|–|–|211.6|Past service credit|–|(3.2)|
|Other|36.8|11.4|6.5|54.7|Interest expense|16.8|17.3|
|Total market value of pension scheme assets|248.4|81.7|17.7|3 47. 8|Contributions by employees|–|0.2|
|Present value of funded obligations|(213.8)|(79.8)|(17. 2)|(310.8)|Actuarial gain|(1.6)|(39.1)|
|Present value of unfunded obligations|–|(8.3)|(8.9)|(17. 2)|Benefits paid|(26.6)|(22.5)|
|Present value of funded and unfunded obligations|(213.8)|(88.1)|(26.1)|(328.0)|Currency translation|(5.1)|(0.2)|
|Defined benefit pension schemes in deficit|–|(6.4)|(9.6)|(16.0)|End of year|312.7|328.0|
|Defined benefit pension schemes in surplus|34.6|–|1.2|35.8||||
|Defined benefit pension schemes in surplus|34.6|–|1.2|35.8||2025|2024|
|---|---|---|---|---|---|---|---|
|Total surplus/(deficit) before tax|34.6|(6.4)|(8.4)|19.8|Changes in the fair value of defined benefit pension scheme assets|£m|£m|
|Deferred tax|(8.7)|1.7|2.5|(4.5)|Beginning of year|3 47.8|424.9|
|Total surplus/(deficit) after tax|25.9|(4.7)|(5.9)|15.3|Disposal of businesses|–|(1.7)|
|There is a net surplus of £33.1m (£24.8m after deferred tax) (2024: £34.6m (£25.9m after deferred tax))|||||Interest income|18.0|19.7|
|on the UK scheme, which is recorded as a defined benefit pension asset on the balance sheet. In|||||Actuarial loss|(5.3)|(74.2)|
|accordance with IFRIC 14, the surplus on the scheme is recognised as a defined benefit asset because|||||Contributions by employer|1.1|1.2|
|the Group considers that it has an unconditional right to a refund of any surplus from the UK scheme.|||||Contributions by employees|–|0.2|
|Of the pension scheme assets, £105.2m (2024: £118.3m) are valued based on quoted market prices.|||||Benefits paid Currency translation|(26.6) (4.9)|(22.5) 0.2|
|Movement in net surplus/(deficit)|||2025 £m|2024 £m|End of year|330.1|3 47. 8|
---
NOTES continued
25 Retirement benefits continued
Multi-employer pension plans
The Group participates in a number of multi-employer pensions plans ('MEPPs') in North America. Although these plans are defined benefit plans the Group does not have sufficient information to account for them as defined benefit plans and, therefore, in accordance with IAS 19, accounts for them as defined contribution plans.
For MEPPs, US law requires payment of a withdrawal liability when employers cease contributing to underfunded MEPPs. The liability for withdrawal payments is shared by all members of the group of companies in any particular plan and solvent entities must cover the unfunded liabilities of employers who are unable to pay due to insolvency or bankruptcy. On withdrawal from a plan, an employer’s withdrawal liability amount is calculated by reference to the employer’s proportionate share of the MEPP’s unfunded vested benefits based on the employer’s share of all contributions made to the plan over the previous 10 years.
In 2025, the Group paid a lump sum of £0.2m towards the settlement of the liabilities for one of these plans.
The Group continues to participate in three MEPPs and continues to account for these as defined contribution plans with the combined ongoing annual contributions for the three plans in 2026 expected to be no more than £2.0m per annum.
26 Directors and employees
Number of employees Closing Average
2025 2024 2025 2024
North America 8,491 8,780 8,471 8,817
Continental Europe 6,561 6,472 6,448 6,393
UK & Ireland 5,892 5,968 5,906 5,014
Rest of the World 5,753 5,682 5,769 5,456
26,697 26,902 26,594 25,680
Corporate 80 76 78 76
26,777 26,978 26,672 25,756
Employee costs 2025 £m 2024 £m
Wages and salaries 1,077.7 1,052.2
Social security costs 123.0 114.7
Pension costs 33.8 34.1
Share based payments – current year charge 11.3 17.2
Share based payments – adjustment for prior years (7.8) –
1,238.0 1,218.2
Non-recurring pension scheme credit – (3.2)
1,238.0 1,215.0
In addition to the above, acquisition related items for the year ended 31 December 2025 include deferred consideration of £47.1m (2024: £45.5m) relating to the retention of former owners of businesses acquired.
Key management remuneration 2025 £m 2024 £m
Salaries and short term employee benefits 7.7 9.0
Share based payments 1.0 1.0
Deferred annual share bonus 0.9 2.5
Retirement benefits 0.6 0.6
10.2 13.1
The Group defines key management personnel as the directors of the Company and other members of the Leadership team as disclosed on page 13.
Directors’ emoluments 2025 £m 2024 £m
Non-executive directors 1.0 0.9
Executive directors:
remuneration excluding performance related elements 2.0 2.0
annual cash bonus 0.6 1.4
3.6 4.3
More detailed information concerning directors’ emoluments and long term incentives is set out in the Directors’ remuneration report. The aggregate amount of gains made by directors on the exercise of share options during the year was £nil (2024: £nil). The aggregate market value of performance share awards exercised by directors under long term incentive schemes during the year was £2.3m (2024: £1.5m). The aggregate market value of share awards exercised by directors under the DASBS was £1.4m (2024: £1.9m).
Share based payment – adjustment for prior years relates to the reversal of prior year charges recognised for awards made in 2023 and 2024 which have been impacted by the Group’s performance in 2025.
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **176**
## NOTES continued
## 27 Lease liabilities 28 Cash, cash equivalents and overdrafts and net debt
||2025|2024|Cash and cash equivalents|540.1|1,432.9|
|---|---|---|---|---|---|
||£m|£m|Bank overdrafts|(212.6)|(987.9)|
|Beginning of year|754.1|664.5|Cash, cash equivalents and overdrafts|327.5|445.0|
|Acquisitions (Note 9)|5.2|73.7|Interest bearing loans and borrowings – current liabilities|(203.8)|(619.2)|
|Disposal of businesses (Note 10)|–|(0.4)|Interest bearing loans and borrowings – non-current liabilities|(1,736.5)|(1,361.7)|
|Transferred to liabilities held for sale|–|(1.6)|Derivatives managing the interest rate risk and currency profile of the debt|(51.1)|(75.5)|
|New leases|157.0|161.3|Net debt excluding lease liabilities|(1,663.9)|(1,611.4)|
|Interest charge in the year|40.6|38.5|Lease liabilities (Note 27)|(742.5)|( 75 4.1)|
|Payment of lease liabilities|(232.7)|(216.7)|Net debt including lease liabilities|(2,406.4)|(2,365.5)|
|Remeasurement adjustments|29.3|50.4||||
|Currency translation|(11.0)|(15.6)|Cash and cash equivalents have decreased by £892.8m and bank overdrafts have decreased by|||
|End of year Ageing of lease liabilities:|742.5|75 4.1|£775.3m following a focus on reducing the gross balances within the Group’s cash-pooling arrangement.|||
|Current lease liabilities|187.0|180.4|The cash at bank and in hand and bank overdrafts amounts included in the table above include the|||
|Non-current lease liabilities|555.5|573.7|amounts associated with the Group’s cash pool. The cash pool enables the Group to access cash in its|||
|End of year|742.5|75 4.1|subsidiaries to pay down the Group’s borrowings. The Group has the legal right of set-off of balances within the cash pool which is an enforceable right. The cash at bank and in hand and bank overdrafts figures net of the amounts in the cash pool are disclosed below for reference:|||
|The Group leases certain property, plant, equipment and vehicles under non-cancellable operating||||2025|2024|
|---|---|---|---|---|---|
|lease agreements. These leases have varying terms and renewal rights. Details of the Group’s right-||||£m|£m|
|of‑ use assets recognised under these lease agreements are shown in Note 12.|||Cash at bank and in hand|472.8|1,369.1|
|Movement in lease liabilities|||Money market funds|67. 3|63.8|
||2025 £m|2024 £m|Cash and cash equivalents Bank overdrafts|540.1 (212.6)|1,432.9 (987.9)|
|Beginning of year|754.1|664.5|Cash, cash equivalents and overdrafts|327.5|445.0|
|Acquisitions (Note 9)|5.2|73.7|Interest bearing loans and borrowings – current liabilities|(203.8)|(619.2)|
|Disposal of businesses (Note 10)|–|(0.4)|Interest bearing loans and borrowings – non-current liabilities|(1,736.5)|(1,361.7)|
|Transferred to liabilities held for sale|–|(1.6)|Derivatives managing the interest rate risk and currency profile of the debt|(51.1)|(75.5)|
|New leases|157.0|161.3|Net debt excluding lease liabilities|(1,663.9)|(1,611.4)|
|Interest charge in the year|40.6|38.5|Lease liabilities (Note 27)|(742.5)|( 75 4.1)|
|Payment of lease liabilities|(232.7)|(216.7)|Net debt including lease liabilities|(2,406.4)|(2,365.5)|
|Remeasurement adjustments|29.3|50.4||||
As at 31 December 2025, the Group had £8.6m (2024: £1.1m) of leases which had been committed to but which had not yet started. Such leases are not included in the Group’s lease liabilities as at
|to but which had not yet started. Such leases are not included in the Group’s lease liabilities as at||2025|2024|
|---|---|---|---|
|31 December 2025. In relation to leases which are included in lease liabilities, there are potential further||£m|£m|
|future cash flows of £49.6m (2024: £52.8m) if termination options are not exercised and extension|Cash at bank and in hand net of amounts in the cash pool|280.6|406.9|
|options are exercised.|Money market funds|67. 3|63.8|
|The cash outflow for low value and short term leases was £5.3m for the year ended 31 December 2025|Bank overdrafts net of amounts in the cash pool|(20.4)|(25.7)|
|(2024: £5.0m).|Cash, cash equivalents and overdrafts|327.5|445.0|
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **177**
## NOTES continued
|29 Movement in net debt|||||30 Cash flow from operating activities|||
|---|---|---|---|---|---|---|---|
||equivalents overdrafts and|bearing borrowings loans and|Derivatives|Net debt|other non-cash items and the working capital movement shown in the Consolidated cash flow statement.|||
|2025|£m|£m|£m|£m||||
|Beginning of year excluding lease liabilities|||||Depreciation and software amortisation|2025 £m|2024 £m|
|Cash flow excluding movements in other components of|||||Depreciation of right-of-use assets|197.8|186.1|
|net debt|||||Other depreciation and software amortisation|55.4|49.7|
|Interest paid excluding interest on lease liabilities Increase in borrowings||||||253.2|235.8|
|Repayment of borrowings||||||2025|2024|
|Receipts on settlement of foreign exchange contracts|||||Other non-cash items|£m|£m|
|Net cash outflow|||||Share based payments|3.5|17. 2|
|Non-cash movement in debt|||||Provisions|(6.6)|0.6|
|Realised gain on foreign exchange contracts|||||Retirement benefit obligations|0.1|1.1|
|Currency translation|||||Hyperinflation accounting adjustments|4.4|6.0|
|End of year excluding lease liabilities|||||Other|1.7|(6.3)|
|Lease liabilities (Note 27)||||||3.1|18.6|
|End of year including lease liabilities|||||Working capital movement|2025 £m|2024 £m|
||Cash, cash and overdrafts equivalents|Interest bearing borrowings loans and|Derivatives|Net debt|Decrease/(increase) in inventories (Increase)/decrease in trade and other receivables|48.4 (72.0)|(94.3) 0.7|
|2024|£m|£m|£m|£m|Decrease in trade and other payables|(6.9)|(3.5)|
|Beginning of year excluding lease liabilities Cash flow excluding movements in other components of|551.9|(1,5 47.1)|(90.3)|(1,085.5)||(30.5)|(97.1)|
|net debt|(405.7)|–|–|(405.7)||||
|Interest paid excluding interest on lease liabilities|(126.6)|–|–|(126.6)|The Group has identified the directors of the Company, their close family members, the Group’s|||
|Increase in borrowings|561.7|(561.7)|–|–|defined benefit pension schemes and its key management as related parties for the purpose of IAS 24.|||
|Repayment of borrowings|(132.9)|132.9|–|–|Details of the relevant relationships with these related parties are disclosed in the Directors’ remuneration report, Note 25 and Note 26, respectively. All transactions with subsidiaries are|||
|Receipts on settlement of foreign exchange contracts|24.2|–|(24.2)|–|eliminated on consolidation.|||
|Net cash outflow|(79.3)|(428.8)|(24.2)|(532.3)||||
|Non-cash movement in debt|–|6.5|(4.2)|2.3||||
|Loans and borrowings recognised on acquisition|–|(6.3)|–|(6.3)||||
|Realised gain on foreign exchange contracts|–|–|24.2|24.2||||
|Currency translation|(27.6)|(5.2)|19.0|(13.8)||||
|End of year excluding lease liabilities|445.0|(1,980.9)|(75.5)|(1,611.4)||||
|Lease liabilities (Note 27)|–|( 75 4.1)|–|( 75 4.1)||||
|End of year including lease liabilities|445.0|(2,735.0)|(75.5)|(2,365.5)||||
**Cash, cash Interest** The tables below give further details on the adjustments for depreciation and software amortisation, **equivalents bearing** other non-cash items and the working capital movement shown in the Consolidated cash flow
|445.0|(1,980.9)|(75.5)|(1,611.4)|
|---|---|---|---|
|73.9|–|–|73.9|
|(127. 3)|–|–|(127. 3)|
|495.4|(495.4)|–|–|
|(559.2)|559.2|–|–|
|8.9|–|(8.9)|–|
|(108.3)|63.8|(8.9)|(53.4)|
|–|(33.9)|26.1|(7.8)|
|–|–|8.9|8.9|
|(9.2)|10.7|(1.7)|(0.2)|
|327.5|(1,940.3)|(51.1)|(1,663.9)|
|–|(742.5)|–|(742.5)|
|327.5|(2,682.8)|(51.1)|(2,406.4)|
## 31 Related party disclosures
---
COMPANY BALANCE SHEET
at 31 December 2025
Notes 2025 £m 2024 £m
Assets
Property, plant and equipment 3 0.3 0.4
Right-of-use assets 4 1.6 2.3
Intangible assets 3 0.4 0.7
Investments 5 767.2 765.1
Other receivables 7 957.5 –
Defined benefit pension asset 11 33.1 34.6
Total non-current assets 1,760.1 803.1
Trade and other receivables 7 495.2 1,431.1
Cash at bank and in hand 1.0 31.6
Total current assets 496.2 1,462.7
Total assets 2,256.3 2,265.8
Liabilities
Provisions 9 (0.9) (0.9)
Lease liabilities 10 (1.0) (1.7)
Deferred tax liability 6 (5.7) (4.5)
Total non-current liabilities (7.6) (7.1)
Trade and other payables 8 (104.4) (161.1)
Lease liabilities 10 (0.7) (0.7)
Total current liabilities (105.1) (161.8)
Total liabilities (112.7) (168.9)
Net assets 2,143.6 2,096.9
Capital and reserves
Share capital 12 104.2 106.4
Share premium 215.5 212.1
Other reserves 5.6 5.6
Capital redemption reserve 13 20.7 18.4
Profit and loss account† 13 1,797.6 1,754.4
Total shareholders’ funds 2,143.6 2,096.9
The financial statements on pages 178 to 183 were approved by the Board of Directors of Bunzl plc
(Company registration number 358948) on 2 March 2026 and signed on its behalf by Frank van Zanten,
Chief Executive Officer and Richard Howes, Chief Financial Officer.
The Accounting policies and other Notes on pages 180 to 183 form part of these financial statements.
† Profit and loss account includes a net profit after tax for the year of £474.8m (2024: £622.8m). As permitted by section 408(3) of the
Companies Act 2006, the profit and loss account of the Company has not been separately presented in these financial statements.
---
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Share capital £m Share premium £m Other reserves £m Capital redemption reserve £m Profit and loss account Total shareholders' funds £m
At 1 January 2025 106.4 212.1 5.6 18.4 (63.3) 1,817.7 2,096.9
Profit for the year
Other comprehensive income/(expense)
Actuarial loss on defined benefit pension scheme
Income tax credit on other comprehensive expense
Total comprehensive income
2024 interim dividend
2024 final dividend
Issue of share capital 0.1 3.4
Own shares purchased for cancellation
Own shares cancelled (2.3)
Employee trust shares
Movement on own share reserves
Share based payments (net of tax)
At 31 December 2025 104.2 215.5 5.6 20.7 (66.3) 1,863.9 2,143.6
Share capital £m Share premium £m Other reserves £m Capital redemption reserve £m Profit and loss account Total shareholders' funds £m
At 1 January 2024 108.6 205.2 5.6 16.1 (70.9) 1,758.8 2,023.4
Profit for the year
Other comprehensive income/(expense)
Actuarial loss on defined benefit pension scheme
Income tax credit on other comprehensive expense
Total comprehensive income
2023 interim dividend
2023 final dividend
Issue of share capital 0.1 6.9
Own shares purchased for cancellation
Own shares cancelled (2.3)
Employee trust shares
Movement on own share reserves
Share based payments (net of tax)
At 31 December 2024 106.4 212.1 5.6 18.4 (63.3) 1,817.7 2,096.9
---
**Financial Statements** Additional Information **180** **Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report
# NOTES TO THE COMPANY FINANCIAL STATEMENTS
## 1 Basis of preparation
Bunzl plc (the ‘Company’) is a company incorporated and domiciled in the United Kingdom and is registered in England and Wales. These financial statements present information about the Company as an individual undertaking and not about its Group. The financial statements of the Company have been prepared on a going concern basis and under the historical cost convention with the exception of certain items which are measured at fair value as described in the accounting policies below. These financial statements have been prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (‘FRS 101’) and the Companies Act 2006 as applicable to companies using FRS 101. The Company balance sheet has been presented using the format as prescribed in IAS 1. There are no new standards, amendments or interpretations that are applicable to the Company for the year ended 31 December 2025. In preparing these financial statements the Company has applied the exemptions available under FRS 101 in respect of:
- a cash flow statement and related notes;
- comparative period reconciliations for share capital and tangible fixed assets;
- disclosures relating to transactions with wholly owned subsidiaries and capital management;
- the effects of new but not yet effective IFRSs; and
- disclosures relating to the compensation of key management personnel. As the consolidated financial statements of the Company include the equivalent disclosures, the Company has also applied the exemptions available under FRS 101 in respect of:
- certain disclosures required by IFRS 2 ‘Share Based Payments’ in respect of Group settled share based payments; and
- certain disclosures required by IFRS 13 ‘Fair Value Measurement’ and disclosures required by IFRS 7 ‘Financial Instruments: Disclosures’.
## 2 Accounting policies
The accounting policies of the Company have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. In most cases the accounting policies for the Company are fully aligned with the equivalent accounting policies for the Group as stated in Note 2 to the consolidated financial statements. The accounting policies of the Company which are aligned with those of the Group are the policies for property, plant and equipment, leases, intangible assets, income tax, trade and other payables, provisions, retirement benefits, investment in own shares and dividends. The accounting policies that are specific to the Company are set out below.
**a. Investment in subsidiary undertakings** Investments in subsidiary undertakings are held at cost less any provision for impairment. The subsidiary undertakings which the Company held at 31 December 2025 are disclosed in the Related undertakings Note in the Shareholder information section on pages 191 to 196.
**b. Share based payments** The Company operates a number of equity settled share based payment compensation plans. Details of these plans are outlined in Note 21 to the consolidated financial statements and the Directors’ remuneration report. The total expected expense is based on the fair value of options and other share based incentives on the grant date, calculated using a valuation model, and is spread over the expected vesting period with a corresponding credit to equity. Where the Company grants options over its own shares to the employees of its subsidiaries and it has not recharged the cost to the relevant subsidiaries, it recognises, in its individual financial statements, an increase in the cost of investment in its subsidiaries equivalent to the equity settled share based payment charge recognised in its consolidated financial statements, with the corresponding credit being recognised directly in equity.
**c. Financial guarantee contracts** The Company has issued financial guarantee contracts to guarantee the indebtedness of other companies within its Group. The likelihood of these financial guarantee contracts being called is considered to be remote and therefore the estimated financial effect of issuing is nil (2024: nil). The fair value of the issued financial guarantee contracts is deemed to be immaterial.
**d. Intercompany and other receivables** Intercompany and other receivables are initially measured at fair value. Subsequent to initial recognition these assets are measured at amortised cost less any provision for expected credit losses. The Group measures expected credit losses using the expected credit loss model in accordance with IFRS 9. There were no impairment losses on intercompany or other receivables during the year (2024: none).
**e. Defined benefit pension schemes** The Company is the sponsoring company of the UK defined benefit pension scheme. As there is no contractual agreement or stated Group policy for charging the net defined benefit cost of the scheme to participating subsidiaries, the net defined benefit pension cost or benefit is recognised fully by the Company. The contributions paid by the participating subsidiaries other than the Company are credited to profit or loss of the Company where the amounts relate to service and are independent of the number of years of service or to other comprehensive income if not linked to service.
**f. Judgements made in applying the Company’s accounting policies** In the course of preparing the financial statements, other than judgements involved in determining estimates and assumptions (see Note 2g below), no judgements have been made in the process of applying the Company’s accounting policies that have had a significant effect on the amounts recognised in the financial statements.
**g. Sources of estimation uncertainty** In applying the Company’s accounting policies various transactions and balances are valued using estimates or assumptions. Should these estimates or assumptions prove incorrect, there may be an impact on the following year’s financial statements. As at 31 December 2025, while not expected to result in a material change in the carrying value of assets or liabilities in the next 12 months, the only source of estimation uncertainty is the measurement of the defined benefit pension scheme liability which is explained in Note 2y to the consolidated financial statements.
---
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
3 Property, plant and equipment and intangible assets
Cost
Beginning of year 0.5 1.8 2.3 2.6
Additions – 0.1 0.1 0.1
End of year 0.5 1.9 2.4 2.7
Accumulated depreciation and amortisation
Beginning of year 0.2 1.7 1.9 1.9
Charge in year 0.1 0.1 0.2 0.4
End of year 0.3 1.8 2.1 2.3
Net book value at 31 December 2025 0.2 0.1 0.3 0.4
Net book value at 31 December 2024 0.3 0.1 0.4 0.7
4 Right-of-use assets: Property
Net book value 2025 £m 2024 £m
Beginning of year 2.3 2.9
Depreciation charge in the year (0.7) (0.6)
End of year 1.6 2.3
5 Investments
Investments in subsidiary undertakings 2025 £m 2024 £m
Cost
Beginning of year 768.4 756.2
Additions 2.1 12.2
End of year 770.5 768.4
Impairment provisions
Beginning and end of year 3.3 3.3
Net book value at 31 December 767.2 765.1
6 Deferred tax asset/(liability)
Recognised deferred tax assets net of deferred tax liabilities are attributable to the following:
At 31 December 2023/1 January 2024 (16.3) 3.4 0.4 (12.5)
Recognised in profit or loss (1.6) – – (1.6)
Recognised in other comprehensive income or directly in equity 9.2 0.4 – 9.6
At 31 December 2024/1 January 2025 (8.7) 3.8 0.4 (4.5)
Recognised in profit or loss (0.4) (1.4) (0.2) (2.0)
Recognised in other comprehensive income or directly in equity 0.8 – – 0.8
At 31 December 2025 (8.3) 2.4 0.2 (5.7)
No deferred tax asset has been recognised in respect of unutilised capital losses of £68.5m (2024: £60.7m).
7 Trade and other receivables
Amounts owed by Group undertakings 489.8 1,426.1
Prepayments and other debtors 5.4 5.0
Trade and other receivables falling due within one year 495.2 1,431.1
Amounts owed by Group undertakings falling due within one year are interest bearing, unsecured and repayable on demand with no fixed date of repayment. Interest rates are linked to the Bank of England Base Rate. Amounts owed by Group undertakings are classified as a current asset when the Company expects to realise the asset in its normal operating cycle.
Amounts owed by Group undertakings falling due after one year 957.5 –
Trade and other receivables falling due after one year 957.5 –
Amounts owed by Group undertakings falling due after one year are interest bearing, unsecured and have a fixed date of repayment. Interest rates are linked to the Bank of England Base Rate.
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report **Financial Statements** Additional Information **182**
**NOTES TO THE COMPANY FINANCIAL STATEMENTS** continued
|8 Trade and other payables|||11 Retirement benefits|||
|---|---|---|---|---|---|
||2025 £m|2024 £m|The Company operates a number of retirement benefit schemes in the UK, including both defined benefit and defined contribution schemes. A description of the characteristics and risks to which the|||
|Trade payables|1.6|3.5|Company is exposed in relation to the UK defined benefit pension scheme together with the principal|||
|Amounts owed to Group undertakings|82.3|82.2|assumptions used and sensitivity to changes in assumptions are detailed in Note 25 to the consolidated|||
|Other tax and social security contributions|0.4|0.4|financial statements.|||
|Income tax payable|4.0|4.0|The amounts included in the Company financial statements relating to the defined benefit pension|||
|Accruals|16.1|71.0|scheme at 31 December were:|||
||104.4|161.1|Amounts included in profit for the year|2025 £m|2024 £m|
|Amounts due to Group undertakings are repayable on demand and are not interest bearing.|2025 £m|2024 £m|Current service cost (net of contributions by employees) Past service credit Net interest income Total credit to profit for the year|– – (1.9) (1.9)|0.3 (3.2) (3.1) (6.0)|
|Beginning and end of year|0.9|0.9||||
|||||2025|2024|
|The provisions relate to properties, where amounts are held against liabilities for repairs and|||Amounts included in other comprehensive income|£m|£m|
|dilapidations, and other claims.|||Actual return less expected return on pension scheme assets Experience (loss)/gain on pension scheme liabilities Impact of changes in assumptions relating to the present value of pension|(5.5) (0.5)|(71.0) 8.0|
||2025 £m|2024 £m|scheme liabilities Actuarial loss on defined benefit pension scheme|2.6 (3.4)|26.3 (36.7)|
|Beginning of year|2.4|3.1|Total charge to other comprehensive income|(3.4)|(36.7)|
|Interest charge in the year|0.1|0.1||||
|Payments of lease liabilities|(0.8)|(0.8)||2025|2024|
|End of year|1.7|2.4|Movement in defined benefit pension scheme surplus|£m|£m|
|Ageing of lease liabilities:|||Beginning of year|34.6|65.3|
|Current lease liabilities|0.7|0.7|Current service cost|–|(0.3)|
|Non-current lease liabilities|1.0|1.7|Past service credit|–|3.2|
|End of year|1.7|2.4|Net interest income Actuarial loss|1.9 (3.4)|3.1 (36.7)|
||||End of year|33.1|34.6|
||||Changes in the present value of defined benefit pension scheme liabilities|2025 £m|2024 £m|
||||Beginning of year Current service cost Past service credit|213.8 – –|251.0 0.3 (3.2)|
||||Interest expense Contributions by employees Actuarial gain Benefits paid|11.5 – (2.1) (11.7)|12.1 0.2 (34.3) (12.3)|
||||End of year|211.5|213.8|
## 9 Provisions
## 10 Lease liabilities
---
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
11 Retirement benefits continued
Changes in the fair value of defined benefit pension scheme assets 2025 £m 2024 £m
Beginning of year 248.4 316.3
Interest income 13.4 15.2
Actuarial loss (5.5) (71.0)
Contributions by employees – 0.2
Benefits paid (11.7) (12.3)
End of year 244.6 248.4
The actual return on pension scheme assets was a gain of £7.9m (2024: loss of £55.8m). The market value of scheme assets and the present value of retirement benefit obligations at 31 December are detailed in Note 25 to the consolidated financial statements. The total defined benefit pension liability is divided between deferred members (£103.6m (2024: £101.7m)) and pensioners (£107.9m (2024: £112.1m)).
12 Share capital
Issued and fully paid ordinary shares of 32½p each 104.2 106.4
Number of ordinary shares in issue and fully paid 2025 2024
Beginning of year 331,176,520 338,021,077
Issued – option exercises 154,897 378,873
Own shares purchased for cancellation (7,119,988) (7,223,430)
End of year 324,211,429 331,176,520
Own shares purchased for cancellation are detailed in Note 21 to the consolidated financial statements.
13 Reserves
The capital redemption reserve of £20.7m (2024: £18.4m) as presented in the statement of changes in equity records the aggregate nominal value of ordinary and treasury shares that have been cancelled.
The own shares reserve of £66.3m (2024: £63.3m) within the profit and loss reserve, as presented in the statement of changes in equity, comprises ordinary shares of the Company held by the Company in an employee benefit trust. The assets, liabilities and expenditure of the trust are included in the Company financial statements. Details of the trust and investment in own shares reserve are set out in Note 21 to the consolidated financial statements.
The dividends paid and declared in the current and prior year are detailed in Note 22 to the consolidated financial statements.
14 Financial guarantees
Borrowings by subsidiary undertakings totalling £1,990.3m (2024: £2,049.0m) which are included in the Group’s borrowings have been guaranteed by the Company.
15 Employees’ and directors’ remuneration
The average number of persons employed by the Company during the year (including directors) was 74 (2024: 71) and the aggregate employee costs relating to these persons were:
Wages and salaries 13.0 13.8
Social security costs 1.8 1.8
Share based payments 1.2 1.7
Deferred annual share bonus expense 1.8 1.7
Pension costs 0.6 1.1
Conditional awards of executive share options and performance shares are granted to executive directors and other senior employees of the Company. Employees of the Company can also participate in the Company’s Sharesave Scheme. Further information on the Company’s share plans is disclosed in Note 21 to the consolidated financial statements.
16 Related party disclosures
The Company has identified the directors of the Company, their close family members, its key management, the UK pension scheme and its subsidiary undertakings as related parties for the purpose of IAS 24 ‘Related Party Disclosures’. Details of the relevant relationships with these related parties are disclosed in the Directors’ remuneration report, Note 25 and Note 26 to the consolidated financial statements and the Related undertakings note in the Shareholder information section on pages 191 to 196.
---
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Statement of directors’ responsibilities in respect of the Annual Report and the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group financial statements in accordance with UK-adopted International Accounting Standards ('IASs') and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and applicable law). In preparing the Group financial statements, the directors have also elected to comply with International Financial Reporting Standards ('IFRSs') issued by the International Accounting Standards Board ('IASB').
Under company law, 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 Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted IASs and IFRSs issued by IASB have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.
The directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ remuneration report comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
Each of the directors, whose names and functions are listed in Directors’ report confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with UK-adopted IASs and IFRSs issued by IASB, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
• the Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company; and
• the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.
By order of the Board
Frank van Zanten
Chief Executive Officer
2 March 2026
Richard Howes
Chief Financial Officer
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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• Bunzl plc’s consolidated financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s profit and the Group’s cash flows for the year then ended;
• the consolidated financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards as applied in accordance with the provisions of the Companies Act 2006;
• the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report 2025 (the “Annual Report”), which comprise:
• the Consolidated balance sheet as at 31 December 2025;
• the Company balance sheet as at 31 December 2025;
• the Consolidated income statement for the year then ended;
• the Consolidated statement of comprehensive income for the year then ended;
• the Consolidated statement of changes in equity for the year then ended;
• the Consolidated cash flow statement for the year then ended;
• the Company statement of changes in equity for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 1 to the consolidated financial statements, the Group, in addition to applying UK-adopted International Accounting Standards, has also applied International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).
In our opinion, the consolidated financial statements have been properly prepared in accordance with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
During the period, the Group acquired Caterline Catering Equipment Limited (“Caterline”). We provided pension consulting services, including evaluating pension provider options and designing investment strategies, for a fee of £11,000, which were ongoing services as at the date of Caterline’s acquisition by the Group. The output of the services undertaken did not form part of our evidence in respect of the audit of the consolidated financial statements and had no impact on the accounting records or internal controls over financial reporting.
The FRC’s transitional relief period of three months was utilised for these services, which were terminated within that period. We assessed the associated threats to independence and the safeguards applied, and concluded that the provision of these services within the transitional relief period did not compromise PwC’s integrity, objectivity, or independence.
Other than those disclosed in Note 5 to the consolidated financial statements, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit.
---
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued
Our audit approach
Overview
Audit scope
• We performed full scope audits or other procedures over the financial information of 43 (2024: 49) components spread across 13 (2024: 7) countries in North America, Continental Europe, UK & Ireland and the Rest of the World.
• Specific audit procedures in relation to various Group activities, including consolidation, Group tax provisions, pensions, business combinations and assessing the carrying value of goodwill and intangible assets, were performed by the Group audit team centrally.
• The components where we conducted audit procedures, together with work performed by the Group audit team centrally, accounted for approximately 87% (2024: 83%) of the Group’s revenue. This coverage includes 100% of the revenue in the consolidated reporting packs that we receive opinions on for Bunzl North America, Australia, Spain, the Netherlands and four of the components in Brazil. If we were to ‘look through’ these sub-consolidations to determine which individual businesses are tested by the local audit teams, the effective coverage attained equates to approximately 78% (2024: 66%) of Group revenue.
Key audit matters
• Valuation of intangible assets acquired in business combinations (Group)
• Valuation of defined benefit pension schemes’ obligations (Group and parent)
Materiality
• Overall Group materiality: £39.0 million (2024: £43.0 million) based on 5% of adjusted profit before income tax.
• Overall Company materiality: £22.0 million (2024: £22.0 million) based on 1% of total assets.
• Performance materiality: £29.0 million (2024: £32.0 million) (Group) and £16.5 million (2024: £16.5 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation of intangible assets acquired in business combinations (Group)
Refer to the Audit Committee report and Note 2 and Note 9 of the consolidated financial statements.
During the year, the Group completed a number of acquisitions, none of which were individually significant, as part of its ongoing growth strategy. In determining the allocation of purchase consideration, management applied a methodology informed by historical purchase price allocations from previous acquisitions.
The Group has recognised customer and supplier relationship assets of £49.5 million (2024: £284.6 million), brands of £3.9 million (2024: £83.3 million) and provisional goodwill of £50.9 million (2024: £357.8 million) from acquisitions in the year.
Accounting for intangible assets acquired in business combinations is an area of focus due to the level of judgement involved in the valuation.
In testing the value of the intangible assets acquired, we focused in particular on assessing the following areas:
• We assessed the approach used in determining the value of intangible assets for a sample of acquisitions, validating that it was aligned to historical purchase price allocations;
• We evaluated the consideration paid or payable in respect of certain acquisitions made, which includes cash and deferred and contingent consideration, by agreeing amounts to sale and purchase agreements; and
• We considered the disclosures in Note 2 and Note 9 of the consolidated financial statements.
Based on the procedures performed, we noted no material issues arising from our testing.
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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued
Key audit matter How our audit addressed the key audit matter
Valuation of defined benefit pension schemes’ obligations (Group and parent)
Refer to the Audit Committee report, Note 2 and Note 25 of the consolidated financial statements and Note 11 of the Company financial statements.
The Group has defined benefit pension schemes (with material schemes in the United States and the United Kingdom) with a net surplus of £17.4 million as at 31 December 2025 (2024: net surplus of £19.8 million). The gross assets and liabilities in each scheme are significant in the context of the Consolidated balance sheet. The UK scheme is also significant in the context of the Company balance sheet.
Management estimation is required in relation to the measurement of pension scheme obligations and management employs independent actuarial experts to assist in determining appropriate assumptions such as inflation, discount rates and mortality. Movements in these assumptions can have a material impact on the determination of the liability and, therefore, the extent of any net surplus or deficit.
The valuation of the defined benefit schemes’ obligations is considered a key accounting matter given the quantum of the balances and the judgement involved in determining the associated assumptions.
We compared the assumptions used by management in valuing the United Kingdom and the United States defined benefit schemes’ obligations against our internally developed benchmarks, using our actuarial experts to support this work in relation to the main US defined benefit scheme specifically.
Having evaluated the assumptions used by management at the reporting date, we concluded that they were reasonable in light of the available evidence.
We considered the disclosures in Note 2 and Note 25 of the consolidated financial statements and Note 11 of the Company financial statements.
Based on the procedures performed, we noted no material issues arising from our testing.
Specific audit procedures in relation to various Group activities, including consolidation, Group tax provisions, pensions, business combinations and assessing the carrying value of goodwill and intangible assets, were performed by the Group audit team centrally.
The components where we conducted audit procedures, together with work performed by the Group audit team centrally, accounted for approximately 87% (2024: 83%) of the Group’s revenue. This coverage includes 100% of the revenue in the consolidated reporting packs that we receive opinions on for Bunzl North America, Australia, Spain, the Netherlands and four of the components in Brazil. If we were to ‘look through’ these sub-consolidations to determine which individual businesses are tested by the local audit teams, the effective coverage attained equates to approximately 78% (2024: 66%) of the Group’s revenue.
Where work was performed by component auditors, detailed instructions were issued by the Group team. For in-scope components, oversight procedures included regular communications with the component teams, certain site visits through the 2025 audit cycle, reviewing the working papers of certain components, and attending the local clearance meetings by video conference or in person.
In relation to the audit of the Company financial statements, this was performed by the Group audit team. The Company is a holding company and predominantly holds investments in subsidiaries and intercompany balances, with all audit work performed in London. The Company is also a full scope, non-significant component of the Group.
The impact of climate risk on our audit
The Group has set a target to reduce scope 1 and 2 emissions by 27.5% by 2030 from the baseline year of 2019 and achieve net zero emissions, including scope 3, by 2050. Management considers that the impact of climate change does not give rise to a material impact on the consolidated financial statements.
As part of the audit, we inquired of management to understand the Group’s risk assessment process in relation to climate change. Management continued to base their climate-related risk assessment on the advice obtained from external sustainability experts in the prior year, which supported their understanding of the environmental risks relevant to the Group and provided science-based inputs for assessing climate-related matters. We reviewed management’s paper, which outlines their assessment of climate-related risks, their relevance to the Group and the impact, if any, on the financial statements.
In evaluating the completeness of the risks identified, we engaged our internal climate change experts to review management’s assessment, we considered the latest return submitted to the Carbon Disclosure Project by the Group and understood how management have considered the Group’s net zero commitment in their assessment.
In responding to the risks identified, we specifically considered how climate change risk would impact the assumptions made in the forecasts prepared by management used in their assessment of the carrying value of goodwill. We also read the disclosures in relation to climate change made in the other information within the Annual Report to ascertain whether the disclosures are materially consistent with the financial statements and the knowledge gained from our audit. Our responsibility over other information is further described in the Reporting on other information section of our report.
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Directors’ Report **Financial Statements 188** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
**INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC** continued
**Materiality** The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: **Financial statements – consolidated Financial statements – Company** **Overall materiality** £39.0 million (2024: £43.0 million). £22.0 million (2024: £22.0 million). **How we determined it** 5% of adjusted profit before 1% of total assets income tax **Rationale for** Given that the Group's Considering the nature of the business **benchmark applied** businesses are profit oriented and the activities in Bunzl plc (which is a and the directors use adjusted holding company) we used the Company's profit measures to assess the total asset value as a basis for the performance of the business, calculation of the overall materiality level. we consider that adjusted profit before income tax is the best benchmark to use.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £390,000 and £32,300,000. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £29.0 million (2024: £32.0 million) for the consolidated financial statements and £16.5 million (2024: £16.5 million) for the Company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1.9 million (Group audit) (2024: £2.1 million) and £1.1 million (Company audit) (2024: £1.1 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
## Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included:
- We evaluated the key assumptions in the forecasts and considered whether these were supported by the evidence we obtained and evaluated the directors’ downside sensitivities against these forecasts;
- We examined the headroom under the base case cash flow forecasts, as well as the directors’ severe but plausible downside scenario, and evaluated whether the directors’ conclusion that headroom remained in both cases was supported by the evidence we obtained;
- We obtained the Group’s covenant calculations and reperformed the calculations, including applying sensitivities to assess the potential impact of downside sensitivities on covenant compliance; and
- We also reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an explanation of the directors’ assessment that was consistent with the evidence we obtained. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
## Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that 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. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Strategic report and Directors’ report, is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these 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 in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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Directors’ Report **Financial Statements 190** Additional Information **Bunzl plc** Annual Report 2025 Strategic Report
**INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC** continued
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety regulations, employment laws, data protection regulations, listing and transparency rules and environmental regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries to increase revenue, increase adjusted operating profit or reduce expenditure, and management bias in accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
- Enquiry of management, those charged with governance and the entity’s in-house legal team around actual and potential litigation and claims and any instances of fraud;
- Reviewing minutes of meetings of those charged with governance including the Board, Audit Committee and Executive Committee;
- Reviewing Internal Audit reports;
- Assessment of matters reported to the Group’s whistleblowing helpline;
- Testing journal entries that met certain criteria; and
- Considering accounting estimates for management bias. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
**Use of this report** 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.
## Other required reporting
**Companies Act 2006 exception reporting** Under the Companies Act 2006 we are required to report to you if, in our opinion:
- we have not obtained all the information and explanations we require for our audit; or
- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
- certain disclosures of directors’ remuneration specified by law are not made; or
- the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. **Appointment** We were first appointed by the Company for the financial year ended 31 December 2014. Our uninterrupted engagement covers 12 financial years.
## Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements.
## Simon Morley (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2 March 2026
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**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **191 Additional Information**
# SHAREHOLDER INFORMATION
**Related undertakings as at 31 December 2025Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address** Pactual Comércio de Descartáveis **Colombia**
|In accordance with section 409 of the Companies Act 2006 a full list of Bunzl plc’s subsidiary||Pactual Comércio de Descartáveis|Colombia||
|---|---|---|---|---|
|undertakings and other shares held by the Company as at 31 December 2025 is disclosed below. The||e Limpeza Ltda.|25 B2B WEB DISTRIBUIÇÃO DE PRODUTOS||
|registered office address of each entity or, in the case of unincorporated entities, the principal place of||Rcl Importação, Comércio E Locação De|COLOMBIA SPA S.A.S|50|
|business, is disclosed on pages 191 to 196. Unless otherwise stated the subsidiary undertakings listed||Materiais Médico Hospitalares Ltda.|17 Importadores Exportadores Solmaq S.A.S|51|
|are wholly owned and held indirectly by Bunzl plc with ordinary shares issued (or the equivalent of||Rcl Sports Importação E Comércio De|MCR Safety Colombia S.A.S.|52|
|ordinary shares in the relevant country of incorporation). In some of the jurisdictions in which the||Materiais Hospitalares Ltda.|17 Vicsa Steelpro Colombia S.A.S.|53|
|Group operates share classes are not defined and in these instances, for the purposes of this||RCL7 Participações Ltda.|17 Czech Republic||
|disclosure, the shares issued have been classified as ordinary shares. Bunzl plc does not have any||Solupack Sistemas de Embalagens Ltda. (70%)|26 Bly th s.r.o.|54|
|associated undertakings, other than those listed below, and has no joint venture companies.||SP Equipamentos de Proteção ao trabalho e MRO Ltda.|Bunzl CS s.r.o. 27 DAMITO CZ s.r.o. (80%)|55 56|
|Subsidiary undertakings|Subsidiary undertakings|SP Intervention Ltda.|28 VM Footwear s.r.o. (70%)|57|
|Australia|Belgium|VCH – Importadora, Exportadora e|VM Obuv s.r.o. (70%)|57|
|Atlas Health Care Pty Ltd|1 AFL Belgium BV (90%)|6 Distribuição de Produtos Ltda.|22 Denmark||
|Bunzl Australasia Limited|2 Établissements Glorieux SA|7 Canada|Bunzl Distribution Danmark A/S|58|
|Bunzl Brands & Operations Pty Limited|3 King Belgium NV|8 1343696 Alberta Ltd.|29 Bunzl Holding Nordic A/S|58|
|Bunzl Catering Supplies Limited|1 Total Safety Supply Belgium BVBA|9 1343701 Alberta Ltd.|29 Clean Care A/S|59|
|Bunzl Food Processor Supplies Pty Ltd|1 Varia-Pack NV|10 A Miracle Sanitation Supply Co. Inc.|30 ICM A/S|60|
|Bunzl Outsourcing Services Limited|1 Brazil|B2B Discounters, Inc.|31 MultiLine A/S|61|
|Containit Pty Ltd (80%)|3 BR Hommed Comércio de Materiais Médicos|Bunzl Canada, Inc.|32 PM Pack A/S (70%)|62|
|Cubro Pty Limited (72%)|2 Ltda.|11 Clean Spot Inc.|33 Finland||
|Fire Rescue Safety Australia Pty Ltd|3 Bunzl Equipamentos para Proteção|Dura Plus Inc.|34 Pamark Business Oy|63|
|GRC Medical Pty Ltd|2 Individual Ltda.|12 Ghost Distribution Inc.|31 France||
|Inkell Pty. Limited|1 Canada Central de Negócios do Brasil Ltda.|13 McCue Corporation Canada (96.9%)|35 Adage SAS|64|
|Interpath Services Pty. Ltd.|2 Corsul Comercio e Representações do Sul Ltda.|14 PackPro Systems Inc. (85%)|34 Alpes Entretien Distribution SAS|65|
|Melbourne Cleaning Supplies Pty Ltd|1 Corsul Representações Comerciais Ltda.|14 Tingley Inc.|36 Blanc SAS|66|
|Multipoint Technologies Pty Ltd (75.1%)|2 Dental Sorria Ltda.|15 Chile|Bourgogne Hygiene Entretien SAS|67|
|Network Packaging Pty Limited|3 DLA Soluções Médicas Ltda.|16 B2B Web Distribuicao de Produtos Chile SpA|37 Bunzl Holdings France SAS|68|
|Nisbets Australia Pty Limited (60%)|4 DME Serviços em Saúde ltda.|17 Bunzl Chile Holdings SpA|38 Comatec SAS|69|
|Obex Australia Holdings Pty Ltd|2 DVT Comércio, Importação E Exportação Ltda.|18 DPS Chile Comercial Limitada|39 Comodis|70|
|Powervac Pty Ltd|1 Endolog Logística e Armazéns Ltda.|19 Hospitalia Productos Médicos SpA|40 Daugeron & Fils SAS|71|
|Robertsons Lifting & Rigging Pty Limited|3 Full Safe Equipamentos de Proteção Ltda.|20 Tecno Boga Comercial Limitada|41 Fichot Hygiene SAS|72|
|Sanicare Australia Pty Ltd|2 Indústria e Comércio Leal Ltda.|12 Vicsa Safety Comercial Limitada|38 France Sécurité SAS|73|
|Worksense Workwear and Safety Pty Limited|3 Irudek Brazil Importação, Exportação,|China|Gama 29 SAS|74|
|Austria|Comercio e Sericos de Proteção e Segurança|Bunzl Trading (Shanghai) Limited|42 Groupe Comptoir SAS|75|
|Bunzl Holdings Austria GmbH|5 Ltda (75%)|21 Diversified Distribution Systems Trading|Hedis SAS|76|
|Meier Verpackungen GmbH|5 Labor Import Comercial Importadora|(Shanghai) Ltd.|43 Hygiène Plus Services|77|
||Exportadora Ltda|22 Keenpac (Shenzhen) Trading Company Limited|44 Industrie du Compactage Alimentaire||
||Lanlimp Descartáveis e Limpeza Ltda|23 McCue (Xiamen) Safety Technologies Co.,|Hygiene ICA Hygiene L'image du Propre SAS|78|
||Manulatex Leal Ltda. (49%)|20 Ltd (96.9%)|45 Keenpac France SAS|79|
||MCR Safety de Brasil Distribuiacao de|MCR Safety Products Foshan Co., Ltd.|47 Ligne T SAS|80|
||Equipamentos|24 Red Ribbon Trading (Shenzhen) Co. Ltd (80%)|48 Nicolas Entretien SAS|81|
||Medcorp Saúde tecnologia Ltda|19 Vicsa Commerce and Trading (Shanghai) Co., Ltd|49 Nisbets France EURL (80%) ORRU SAS|82 83|
**Registered office address** Registered office address
(iii) (ii)
(iii) (iii)
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **192 Additional Information**
## SHAREHOLDER INFORMATION continued
**Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address** PLG Finances SAS 84 Silco (Utensils) A.S. Limited(iii)108 MCR Safety Europe B.V. 140 **Romania**
|PLG Finances SAS|84 Silco (Utensils) A.S. Limited|108|MCR Safety Europe B.V.|140|Romania||
|---|---|---|---|---|---|---|
|PLG SAS|84 Italy||Nisbets Europe B.V. (80%)|141|Bunzl Romania SRL|158|
|SNC FANGO|85 B2B Distribution Italy Holdings S.r.l.|110|QS Nederland B.V.|142|Singapore||
|SNC Figarella|85 Irudek Italia, S.R.L. (75%)|111|Worldpack Trading B.V.|143|LSH Industrial Solutions Pte. Ltd|159|
|SNC Flora|85 Keenpac Italia S.r.l.|112|New Zealand||Medshop Holdings Pte. Ltd. (75.1%)|160|
|SNC Fremur|85 Neri Safety S.r.l.|110|Alach Limited (72%)|14 4|Slovakia||
|SNC JANE AVRIL|85 Secure Service S.r.l.|113|Bunzl New Zealand Holdings (No. 2) Limited|145|DAMITO s.r.o. (80%)|161|
|SNC Josette Baiz|85 Malaysia||Bunzl New Zealand Holdings Limited (99.1%)|145|Eurobal spol. s.r.o|162|
|Société Civile Immobilière Sainte Claire|Medshop Malaysia Sdn. Bhd. (75.1%)|114|Bunzl Outsourcing Services NZ Limited|146|Spain||
|Deville SC|86 Mexico||CB Med Limited (75%)|147|Anta y Jesús, S.L.U.|163|
|Socoldis SAS|87 Bunzl De Mexico S. De R. L. De C.V|115|Corded Strap (NZ) Limited|145|Artículos de Protección, S.A.|164|
|Sodiscol SAS|88 Bunzl Retail Services of Mexico, S. de R.L.||Cubro Holdings Limited (72%)|14 4|Azero Equipamientos, S.L.U.|164|
|Sopecal Hygiene SAS|89 de C.V.|116|Cubro Limited (72%)|14 4|Bunzl Distribution Spain, S.A.U.|165|
|Germany|Bunzl Servicios, S. De R. L. De C.V|115|Cubro Vision Limited (72%)|14 4|Bunzl Mallorca 2018, S.L.U.|166|
|Arbeitsschutz-Express GmbH (66%)|90 Cool Pak AG Packaging, S. de R. L. de C.V.|117|DBM Medical Limited (75%)|147|Faru, S.L.U.|167|
|Bunzl Großhandel GmbH|91 Cool Pak Exports S. de R.L. de C.V.|118|Euromedical Limited (72%)|14 4|Grupo R Queraltó, S.A. (85%)|168|
|Bunzl Holding GmbH|91 Espomega S. de R.L. de C.V.|119|Fire Rescue Safety New Zealand Limited|148|Irudek 2000, S.L. (75%)|169|
|Bunzl Holding No. 2 GmbH (75%)|91 GUANTES INTERNACIONALES, S.A. de C.V.|120|ICB Cleaning Supplies Limited|146|Juba Personal Protective Equipment, S.L.U.|170|
|hygi GmbH & Co. KG (75%)|92 Pico Textil, S. de R.L. de. C.V.|121|Mobility Hub Limited (72%)|14 4|Marca Proteccion Laboral, S.L.U.|171|
|hygi.de Import GmbH (75%)|92 Proepta, S.A. DE C.V.|122|Morton and Perry Limited (72%)|14 4|PROIN-PINILLA, S.L.|172|
|hygi.de Management GmbH (75%)|92 Shelby Manufacturing de México, S.A. de C.V.|123|Nelson Packaging Supplies Limited|145|PROTEC & MARTI, S.L.|173|
|Majestic GmbH|93 Steel pro S.A de C.V.|124|Nisbets New Zealand Limited (60%)|149|Quindesur, S.L.U.|174|
|McCue Europe GmbH|94 TRC Protective Footwear, S.A. de C.V.|125|Obex Medical Limited (99.1%)|145|Quirumed, S.L.U.|175|
|Nisbets Deutschland GmbH (80%)|95 Web Distribucion Safety Mexico, S. de R.L.||Opritech (NZ) Limited (72%)|14 4|Safety Quickers Europe, S.L.U.|164|
|Hong Kong|de C.V.|124|Opritech Limited (72%)|14 4|Sistemas de Embalaje Anper, S.A.U.|176|
|Bunzl Asia Limited|96 Morocco||Toomac Holdings Limited|150|Tecnopacking, S.L.U.|177|
|Bunzl Retail Services of Hong Kong Limited|97 Proin Maroc, S.à r.l.|126|Universal Specialities Limited|151|Switzerland||
|Keenpac Asia Limited|98 Netherlands||Norway||Bunzl Holding Switzerland AG|178|
|MCR Safety Asia Company Limited|99 AFL Groep B.V. (90%)|127|Art Trading AS|152|CT Group International SA|179|
|Nisbets Asia Limited (80%)|100 Allshoes Benelux B.V.|128|Culina AS|152|Keenpac (Switzerland) SA|180|
|Hungary|Bunzl Netherlands Holdings B.V.|129|Culina Norge AS|152|Weita AG|178|
|Bunzl Magyarország Kft.|101 Bunzl Outsourcing Services B.V.|129|Peru||Weita Service AG|181|
|India|Bunzl Verpakkingen Arnhem B.V.|130|B2B WEB DISTRIBUICAO DE PRODUTOS||Turkey||
|Nisbets India Private Limited (80%)|103 De Ridder B.V.|131|PERU SPA S.A.C|153|Bursa Pazarı İnşaat Sanayi Ve Ticaret||
|Ireland|Ecotools B.V.|132|Vicsa Safety Peru S.A.C.|153|Anonim Şirketi|182|
|Abco Kovex Limited (98%)|104 E-TALES B.V. (51%)|133|Poland||İstanbul Ticaret İş Güvenliği ve Endüstriyel||
|Bunzl Horizon Finance Limited|105 GLO Brands B.V.|129|Prewenta sp. z o.o. (65%)|154|Ürünler Sanayi Anonim Şirketi|183|
|Bunzl Ireland Limited|104 Groveko B.V. (93.7%)|134|Safety First PPE Group sp. z o.o. (65%)|155|Kullanatmarket Elektronik Pazarlama Ticaret||
|Caterline Catering Equipment Limited|106 Groveko Group Holdings B.V. (93.7%)|129|Safety First sp. z o.o. (65%)|155|Anonim Şirketi|182|
|G.H. Pittman Limited|107 Holland Packaging B.V. (75%)|135|Portugal||United Kingdom||
|Israel|Inpakomed B.V.|136|Quindesur Portugal, Unipessoal Lda.|156|Abco Kovex (N.I.) Limited (98%)|184|
|M.S. Global Limited|108 King Nederland B.V.|137|Puerto Rico||Abco Kovex (UK) Limited (98%)|185|
|Meichaley Zahav Packages Ltd|109 Le Roux Verpakkingen & Disposables B.V. Majestic Products B.V.|138 139|Melissa Sales Corp.|157|Aggora Group Limited|185|
(iii) (iii)
(iii) (iii) (iii) (iii) (iii) (iii) (iii) (iii) (iii)
(iii)
(iii) (iii)
(iii)
(iii)
(ii) (iii)
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **193 Additional Information**
## SHAREHOLDER INFORMATION continued
Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address Subsidiary undertakings Registered office address **Subsidiary undertakings Registered office address**
|Aggora Limited|185|Henares Limited|185|Bunzl Distribution Leasing, Inc.|194|The Warehouse Rack, LLC|195|
|---|---|---|---|---|---|---|---|
|Aggora Projects Limited|185|Host Online Ltd (80%)|188|Bunzl Distribution USA Inc.|195|Thermoforming Packaging Technologies LLC|192|
|Aggora (Technical) Limited|185|Howper 800 Limited|185|Bunzl International Services, Inc.|195|U.S. Glove Co., Inc.|203|
|Arrow County Holdings Limited|185|Hydropac Limited|185|Bunzl IP Holdings, LLC|195|Uruguay||
|Arrow County Supplies Limited|185|Jongor (Holdings) Ltd (80%)|189|Bunzl Mexican Holdings II, LLC|192|Steelpro Safety S.A.|204|
|B3S No.2 Limited|185|Jongor Limited (80%)|189|Bunzl Mexican Holdings III, LLC|192|||
|Beaumont T M Limited (80%)|186|Kingsbury Packaging (Limavady) Ltd|184|Bunzl Mexican Holdings IV, LLC|192|Other shareholdings||
|Bodyguard Workwear Limited|185|Lee Brothers Bilston Limited|185|Bunzl Mexican Holdings, LLC|192|MCR Hanvo Safety Products (Nantong) Co.,||
|Bunzl American Holdings (No.1) Limited|185|Lightning Packaging Supplies Limited|185|Bunzl Retail Services, LLC|195|Ltd. (20%)|46|
|Bunzl American Holdings (No.2) Limited|185|London Catering and Hygiene Solutions Limited|185|Bunzl USA Holdings LLC|195|Viner-Pack Gyártó Kereskedelmi és||
|Bunzl Finance Public Limited Company|185|McCue Corporation Limited|190|Bunzl USA LLC|195|Szolgáltató Korlátolt Felelősségű||
|Bunzl Group Services Limited|185|Nisbets Limited (80%)|187|BVR Brands LLC|192|Társaság (20%)|102|
|Bunzl Holding GTL Limited|185|Packaging 2 Buy Limited|185|Chef's Seal LLC|192|||
|Bunzl Holding LCE Limited|185|Packaging Environmental Limited|185|Cool-Pak, LLC|195|(i) Directly owned by Bunzl plc||
|Bunzl Holding WWE Limited (95.8%)|185|Parmelee Limited|185|Destiny Packaging, LLC|195|(ii) Holding of ordinary and preference shares||
|Bunzl Mexico Holdings 1 Limited|185|Portabottle Limited|185|Earthwise Bag Company, Inc.|196|(iii) Holding of more than one class of ordinary share||
|Bunzl Mexico Holdings 2 Limited|185|Portabrands Limited|185|Eco Systems Holdings LLC|192|||
|Bunzl Overseas Holdings (No. 2) Limited|185|Raynicot Limited (80%)|191|FlexPost LLC|192|||
|Bunzl Overseas Holdings (No. 3) Limited|185|Red Ribbon Trading Limited (80%)|187|Foodhandler Inc.|197|||
|Bunzl Overseas Holdings (No.4) Limited|185|Rowlett Rutland Limited (80%)|187|Green Source, LLC|192|||
|Bunzl Overseas Holdings Limited|185|Selectuser Limited|185|Guantes Internacionales USA LLC|192|||
|Bunzl Pension Trustees Limited|185|Space Catering (UK) Ltd (80%)|187|Hawthorn Hygiene Solutions LLC|192|||
|Bunzl Plastics Limited|185|Spectrum Hygiene Limited|185|Hi-Valu, LLC|192|||
|Bunzl Properties Limited|185|The Classic Printed Bag Company Limited|185|Intergro, LLC|198|||
|Bunzl UK Holdings Limited (80%)|185|The Porta Group Limited|185|International Sourcing Company, Inc.|199|||
|Bunzl UK Limited|185|Tornado Gloves Limited|185|John Tillman Company|195|||
|C & C Catering Engineers (Holdings) Limited|185|Tornado Holdings Limited|185|Jovials LLC|192|||
|C & C Catering Engineers Limited|185|Tri-Star Packaging Supplies Limited|185|Liberty Glove & Safety, LLC|195|||
|C & C Catering Equipment (Holdings)||UK Catering & Refrigeration Engineers||M.L. Kishigo Manufacturing Company, LLC|200|||
|Limited (80%)|185|Limited (80%)|187|MasterAgents LLC|192|||
|C & C Catering Equipment Limited (80%)|185|Woodway Packaging Limited|185|Mc Cue International, Inc. (96.9%)|201|||
|C & C Catering Fabrications Limited (80%)|185|Woodway UK Limited|185|McCue Corporation (96.9%)|201|||
|Catered 4 Limited|185|Woodway UK South Limited|185|MCQ Holdings, Inc. (96.9%)|200|||
|Chef Leasing Limited (80%)|187|Workwear Express Limited (95.8%)|185|MCR Holdings, Inc.|199|||
|Classic Bag Company Holdings Limited|185|Wycombe Marsh Paper Mills Limited|185|Monte Package Company, LLC|195|||
|Comax (UK) Limited|185|Yorse No. 1 Limited|185|Premier Essential LLC|192|||
|Continental Chef Supplies Limited|185|Yorse No. 3 Limited|185|Prime Source, LLC|192|||
|Deliver Net Holdings Limited|185|United States||Revco Industries, Inc.|196|||
|Deliver Net Limited|185|ANB Brands Holdings Inc.|192|Right Choice Distribution, LLC|192|||
|Dialene Limited|185|Ashmont Films LLC|192|SAS Safety Corporation|195|||
|Enviropack Ltd|185|Banner Stakes LLC (96.9%)|193|SH Glove LLC|192|||
|Eugene Harrington Marketing Limited|185|Bunzl Corporate Holdings, Inc.|192|Shelby Group International, Inc.|199|||
|GH Pittman UK Limited|185|Bunzl Distribution Inc.|192|Steiner Industries, Inc.|202|||
Aggora Limited 185 Henares Limited(i)185 Bunzl Distribution Leasing, Inc. 194 The Warehouse Rack, LLC 195 (iii) (iii) (iii)
(iii) (iii)
**Registered office address**
(i)
(i) (iii)
(i)
## Classifications key
(iii) (ii)
(i) (iii) (ii)
(ii) (ii)
(i) (iii)
(i) (iii)
(i)
(iii) (iii) (iii)
(i)
(i)
(iii)
(iii) (iii)
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **194 Additional Information**
## SHAREHOLDER INFORMATION continued
**Registered office address Key Registered office address Key Registered office address Key Registered office address Key** Unit 1, 52 Fox Drive, Dandenong South VIC Avenida Fagundes de Oliveira, No. 538, galpão Av. Presidente Eduardo Frei Montalva 5151, Kærvej 25, DK-2970 Hørsholm, Denmark 60
|Unit 1, 52 Fox Drive, Dandenong South VIC|Avenida Fagundes de Oliveira, No. 538, galpão|Av. Presidente Eduardo Frei Montalva 5151,|Kærvej 25, DK-2970 Hørsholm, Denmark|60|
|---|---|---|---|---|
|3175, Australia|1 A-01, A-02 e A-03, bairro da Piraporinha,|Conchalí, 8550678 Santiago, Chile|37 Kirkebjergvej 17, 4180 Sorø, Denmark|61|
|Level 2, 700 Springvale Road, Mulgrave VIC|Diadema, São Paulo, 09950-300|19 Av. Del Valle 787, Piso 5, Huechuraba,|Satellitvej 7, 8700, Horsens, Denmark|62|
|3170, Australia|2 Estrada Faustino Bizzetto, No. 101, Warehouse|Santiago, Chile|38 Itäinen Valkoisenlähteentie 18, 01380 Vantaa,||
|55 Sarah Andrews Close, Erskine Park NSW|2, Sector A, City of Campo Limpo Paulista, São|Avenida del Valle 841 Piso 5 Oficina B, Comuna|Finland|63|
|2759, Australia|3 Paulo, 13230-800|20 de Huechuraba, Santiago, Chile|39 440 route de Rosporden, Le Grand Guelen,||
|15 Badgally Road, Campbelltown NSW NSW|Rua Pedra Lavrada, 74-A, Parque Cisper, Sao|AMÉRICO VESPUCIO AVENUE NO 1565,|29000 Quimper, France|64|
|2560, Australia|4 Paulo, 03818-000, Brazil|21 QUILICURA, SANTIAGO, METROPOLITAN|725 Route des Vernes Pringy, 74370, Annecy,||
|Diepoldsauer Straße 37, 6845, Hohenems,|Rua Salem Bechara, 140, 10th floor, Centro,|REGION, Chile|40 France|65|
|Austria|5 City of Osasco, Sao Paulo, CEP 06018-180,|Avenida del Valle 765, of 101, Ciudad|Zone Artisanale Maritime du Bassin de Thau,||
|Port Atlantic House, Noorderlaan 147, bus 9,|Brazil|22 Empresarial, Huechuraba, Santiago, Chile|41 Route de Séte, 34540 Ballaruc Les Bains,||
|2030 Antwerp, Belgium|6 Av. Tenente José Eduardo, No. 35, Ano Bom,|Units 501A, 501B, 501C, 5th Floor, No. 4,|France|66|
|1 Rue du Bois des Hospices, 2iémé étage,|Barra Mansa, Rio de Janeiro, 27323-24|23 Lane 255, Dongyu Road, Pudong New Area,|14 rue Lavoisier, 21 700 Nuits Saint Georges,||
|7522 Tournai, Belgium|7 Rua Dr. Guilherme Bannitz, No. 126, 2nd floor,|Shanghai, China|42 France|67|
|Rue du Cerf 188/A 1332 Genval, Belgium|8 sets 21 and 22, District of Itaim Bibi, City of|Room 1509, Building 2, No. 1266 Nanjing West|6 & 6 ter rue Victor Schoelcher, 44800 Saint-||
|Oudenaardsesteenweg 19 9000 Ghent,|São Paulo, State of São Paulo, 04532-060,|Road, Jingan District, Shanghai, China|43 Herblain, France|68|
|Belgium|9 Brazil|24 Room 1805, Central Business Tower, 88 Fuhua|Boulevard Francois-Xavier Faffeur, Zone||
|Aarschotsesteenweg 114 3012 Leuven|Estrada da Gávea, 696, rooms 409, 410, 411,|1st Road, Futian, Shenzhen Guangdong, China|44 Industrielle Lannolier, 11000, Carcassonne,||
|(Wilsele), Belgium|10 412 e 413, São Conrado, Rio de Janeiro, 22610-|Room 901, No. 595 West Lianqian Road,|France|69|
|Avenida Roque Petroni Júnior, No. 850, Edifício|002|25 Siming District, Xiamen, Fujian Province, China|45 95, rue du Colonel du Rousset, ZAE Porte du||
|Bacaetava, conjunto 174, bairro Jardim das|Via das Samambaias, No. 161, Bairro Jardim|No.128 Jinshajiang Road, Rudong Economic|Vercors, 26300, Châteauneuf-sur-Isère, France|70|
|Acácias, Sao Paulo, 04707-000, Brazil|11 Colibri, Cotia, São Paulo, 06713-280, Brazil|26 Development Zone, Jiangsu, China|46 Lieudit la Trentaine, 77690, La Genevraye,||
|Estrada Velha de Guarulhos – São Miguel,|Avenida Robert Kennedy 675, Jardim Felix,|Room A39, Floor 6, Building 2, Dongfang MAO|France|71|
|5135, Box 301 – Jardim Arapongas, city of|City of São Bernardo do Campo, São Paulo,|Business Center, Xiacheng District, Hangzhou,|Rue reamur, départementale 939, PA du||
|Guarulhos, São Paulo, CEP 07210-250, Brazil|12 09895-030, Brazil|27 Zhejiang, China|47 Jardin, 28000, Chartres, France|72|
|Avenida Francisco Silveira Bitencourt, 1369,|Avenida Roque Petroni Júnior, No. 850, Bloco|Room 306, Building No. 6, Hua Jian Building,|585, Rue Alain Colas, 29200, Brest, France|73|
|Pavilhão 27, Sala 01, 2° andar, bairro Sarandi,|Bacaetava, Conjuntos 111, 112, 113, 114, 172,|Xing Hua Road, Shekou, Shui Wan Community,|530 rue Jacqueline Auriol ZA de Saint Thudon,||
|Porto Alegre, Rio Grande do Sul, 91150-010|13 bairro das Acácias, City of São Paulo, 04707-000|28 Merchants Street, Nanshan District,|29490, Guipavas, France|74|
|Avenida Centenário, No. 900, Bairrro|Miller Thomson LLP, Commerce Place #2700,|Shenzhen, China|48 17 Boulevard du Trieux, Zone d’aménagement||
|Pinheirinho, Criciuma, Santa Catarina, 88.804-|Edmonton, T2C 4R1|29 Room 3123, Building 3, 112-118 Gaoyi Road,|Concerté les touches, 35740, Pacé, France|75|
|000|14 MLT Aikins LLP, 30th Floor, 360 Main Street,|Baoshan District, Shanghai, China|49 130-136 rue Victor Hugo, 92300 Levallois-||
|Via Expressa de Contagem, 3115, galpão 1,|Winnipeg, Manitoba, R3C 4G1|30 54 61 44 Bloque 2-503, Bogotá, Colombia|50 Perret, France|76|
|Bairro Agua Branca, City of Contagem, Minas|700 West Georgia Street, Suite 2200, P.O. Box|Carrera 30 No. 15-30, Bogota D.C., Colombia|51 7 route de Villiers, 77780, Bourron-Marlotte,||
|Gerais, CEP 32370-485, Brazil|15 10325, Vancouver, BC V7Y 1K8, Canada|31 CR 71 No 94 – 23 AP, 1134 TO 9, Colombia|52 France|77|
|Rua Luís Louza, No. 28, room 29, 2nd floor,|Parlee McLaws LLP, 3300 TD Canada Trust|Km 7 Vía Medellín, Parque Empresarial Celta,|Route Nationale, 57420, Louvigny, France|78|
|Bairro Olímpico, City of São Caetano do Sul,|Tower, 421-7th Avenue, SW, Calgary AB T2P|Módulo 1, Bodega 49, Funza (Cundinamarca),|191-195 Avenue Charles de Gaulle, 92200||
|State of São Paulo, 09540-430|16 4K9, Canada|32 Colombia|53 Neuilly-sur-Seine, Paris, France|79|
|Rua Rafael Correia Sampaio, No. 496, 2nd floor,|2700, 10155 – 102 Street, Edmonton AB T5J|Přátelstvi 1011/17, Uhřiněves, Praha 10, 10|50 Avenue d'Allemagne, Rond Point de||
|room B,, Santa Paula, City of São Caetano do|4G8, Canada|33 400, Czech Republic|54 L'Europe ZA Albasud, 82000 Montauban,||
|Sul, State of São Paulo, 09541-250|17 40 King Street West, Toronto ON M5H 3S1,|Dolnokrčská 1966/54, Praha 4, 140 00, Czech|France|80|
|Estado de Santa Catarina, na Rua Fermino|Canada|34 Republic|55 Rue Pierre Pascal Fauvelle, 66000 Perpignan,||
|Vieira Cordeiro, 380 – Shed 2 module B,|1801 Hollis St Ste 1800, Halifax NS B3J 3N4,|Bratislavská 3082, 690 02 Břeclav, cz|56 France|81|
|district of Espinheiros, City of Itajaí, State of|Canada|35 Veselská 1935, Strážnice, 696 62|57 Rue Louis Broglie, ZAC d’Arvigny, 77550,||
|Santa, 88.317-200, Brazil|18 1000, rue De La Gauchetière Ouest, bureau|Greve Main 30, 2670 Greve, Denmark|58 Moissy Cramayel, France|82|
||3700, Montréal QC H3B 4W5, Canada|36 Indkildevej 2 c, DK-9210, Aalborg SØ, Denmark|59||
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **195 Additional Information**
## SHAREHOLDER INFORMATION continued
**Registered office address Key Registered office address Key Registered office address Key Registered office address Key** Route Nationale 97, ZA Les Plantades, 83130 B2 Athy Business Campus, Athy, Kildare, C/O CAE, ILOT 43B Bureau 9/18, Zone Franche 32D Poland Road, Wairau Valley, Auckland,
|Route Nationale 97, ZA Les Plantades, 83130|B2 Athy Business Campus, Athy, Kildare,||C/O CAE, ILOT 43B Bureau 9/18, Zone Franche||32D Poland Road, Wairau Valley, Auckland,||
|---|---|---|---|---|---|---|
|La Garde, France|83 Ireland|107|d’Exportation, 90000 Tanger, Morocco|126|0627, New Zealand|150|
|Rue Nungesser et Coli, D2a Nantes Atlantique,|4 Kinneret Street, POB 1139, Airport City, Ben||Kraaiendonk 46, 5428 NZ Venhorst,||494 Rosebank Road, Avondale, Auckland,||
|44860, Saint-Aignan de Grand Lieu, France|84 Gurion Airport, 7019802, Israel|108|Netherlands|127|1026, New Zealand|151|
|32, Résidence Village Viva-Bas-du-Fort, 97190,|Emek Ha'Ela 250, Modi'in, P.O.B 553, LOD||Koivistokade 80, 1013 BB, Amsterdam,||c/o Enor AS, Holmaveien 20, 1339 Vøyenenga,||
|Le Gosier, France|85 7110601, Israel|109|Netherlands|128|Norway|152|
|440 route de Rosporden, Le Grand Guelen,|Via 8 Marzo n. 6, 42025 Corte Tegge di||Rondebeltweg 82, 1329 BG Almere,||Av.Santa Rosa 350. Ate., Lima, Peru|153|
|29000 Quimper, France|86 Cavriago, Reggio Emilia, Italy|110|Netherlands|129|Gliwaka, no. 136, Mikolow, 43-190|154|
|80 rue Pierre Martin ZI de l'Inquéterie, 62280,|via dell’Euro, 69/71, Barletta (BT), Italy|111|Delta 57, 6825 ML Arnhem, Netherlands|130|Starowiejska, no. 2, Czechowice-Dziedzice,||
|Saint-Martin-Boulogne, France|87 Corsa Italia n.6, 50123 Florence, Italy|112|Industrieweg 11B, 1566JN, Assendelft,||43-502, Poland|155|
|13 rue des Battants RN 20, 31140, Saint-Alban,|Via Brigata Reggio no. 24, Reggio Emilia, Italy|113|Netherlands|131|Sítio do Troto, number 385-B, 8135-030 Loulé,||
|France|88 8.03, 8TH FLOOR PLAZA FIRST NATIONWIDE||Hagenaar 3, 3961 NP Wijk bij Duurstede,||parish of Almancil, Portugal|156|
|840 Rue de la Ferme de Carboué, 40000,|161, JALAN TUN H.S. LEE 50000 KUALA||Netherlands|132|PO Box 6494, PR 00914-6494, San Juan,||
|Mont-de-Marsan, France|89 LUMPUR, Malaysia|114|Kieler Bocht 3, 9723 JA Groningen,||Puerto Rico|157|
|Theodor-Heuss-Strasse 3, Leipheim, D-89340|90 Carretera Miguel Alemán KM21 Edificio 4C||Netherlands|133|Jud. Ilfov, Sat Dragomireşti-Deal, Comuna||
|Elbestraße 1-3, 45768 Marl, Germany|91 Prologis Park, Apodaca, N.L., México C.P,||Maxwellstraat 49, 6716 BX Ede|134|Dragomireşti-Vale, Strada GABRIELA, Nr.||
|Otto-Diehls-Str. 13-17, 48291 Telgte, Germany|92 66627, Mexico|115|Veemarktkade 8, 5222AE 's-Hertogenbosch|135|3, CTPark Bucharest, clădirea BUCH3 (C),||
|Stadtweide 17, 46446 Emmerich, Germany|93 Avenida Cafetales No. 1702, Interior 201,||Industrieweg 13 A, 1566 JN Assendelft,||Bucharest, COD POȘTAL 07709, Romania|158|
|Magirus-Deutz-Straße 14, 89077, Ulm,|between streets Rancho Recoveco and||Netherlands|136|1 Penjuru Close, 608617, Singapore|159|
|Germany|94 Rancho Estopila, Hacienda de Coyoacán,||Grotewei 2, 4004 LW Tiel, Netherlands|137|190 Middle Road #16-01, Fortune Centre,||
|Theodorstraße 105, 40472, Düsseldorf,|Coyoacán, 04970, Mexico|116|Portugallaan 3, 9403DR, Assen, Netherlands|138|188979, Singapore|160|
|Germany|95 Carretera al CUCBA No. 400 Interior 5, Colonia||Jan Campertlaan 6, 3201AX, Spijkenisse,||Brunovce 92, 916 25 Brunovce, Slovakia|161|
|11th Floor, One Pacific Place, 88 Queensway,|La Venta del Astillero, C.P. 45221 Zapopan,||Netherlands|139|Jilemnickeho 1012/14, Pezinok, 902 01,||
|Hong Kong|96 Jalisco, Mexico|117|Sedumweg 25, 3343 LL, Hendrik-Ido-||Slovakia|162|
|Room 2103, Futura Plaza, 111 How Ming|Carretera Corredor Tijuana Rosarito 2000||Ambacht, Netherlands|140|Carretera Moraleja, Km. 3, Arcenillas, 49151,||
|Street, Kwun Tong, Hong Kong|97 Exterior 15202., Interior Mt3 A, Colonia Zona||Hurksestraat 2B, 5652 AJ Eindhoven,||Zamora, Spain|163|
|Unit 3-4 18F Tower 6, China Hong Kong City,|Cerril General, Tijuana, Baja California, Mexico|118|Netherlands|141|Calle Rosario 22, Villamartín, 11650, Cádiz,||
|Tsim Sha Tsui, Kowloon, Hong Kong|98 Pablo A. Gonzalez Garza Pte., 820, Chepevera,||Bijsterhuizen 3005C, 6604 LP Wijchen,||Spain|164|
|Unit 26, 22/F, Metro Centre II, Lam Hing St.,|Monterrey, Nuevo León, 64030, Mexico|119|Netherlands|142|Calle Filats, 8 Polg. Industrial Prologis Park,||
|Kowloon Bay, Kowloon, Hong Kong|99 Boulevard Aeropuerto Miguel Alemán Local 4,||Ekkersrijt 3102A, 5692CC, Son en Breugel,||08830 Sant Boi de Llobregat, Barcelona, Spain 165||
|Room 1901, 19/F, Lee Garden One, 33 Hysan|5 y 6, número 154, Lerma, Estado de México,||Netherlands|143|Calle las Palmeras 7, Polígono Industrial La||
|Avenue, Causeway Bay, Hong Kong|100 C.P. 52000, Mexico|120|149 Taurikura Drive, Tauriko, Tauranga, 3110,||Sendeilla, 28350 Ciempozuelos, Spain|166|
|Vendel Park, Erdőalja út 3, 2051 Biatorbágy,|Lot 1 of Block 5 of Parque Industrial Tecate,||New Zealand|14 4|Edificio Plaza, Nave 5, Ali-4 Plataforma||
|Hungary|101 Tecate, Baja California, Mexico|121|Level 3, 109 Carlton Gore Road, Newmarket,||Logistica de Zaragoza, 50197, Zaragoza, Spain|167|
|2336 Dunavarsány, 071/33 hrsz, Hungary|102 Galileo # 11, Colonia Polanco V Secc.,||Auckland, 1023, New Zealand|145|Calle Pino Albar, number 24, P.I. El Pino, Seville,||
|C-150 Second Floor, Okhla Industrial Area|Delagación Miguel Hidalgo, 11560, Ciudad de||686 Rosebank Road, Avondale, Auckland,||C. P. 41016|168|
|Phase 1, New Delhi, 110020, India|103 México, Mexico|122|1026, New Zealand|146|Polig. Erribera Industria Gunea, 8-A, Aduna||
|10 Earlsfort Terrace, Dublin 2, D02 T380,|Av. del sauce número 1600, Col. La angostura,||363c East Tamaki Road, East Tamaki, Auckland,||(Gipuzkoa), Spain|169|
|Ireland|104 City of San Luis Potosí, S.L.P, 78117, Mexico|123|2013, New Zealand|147|Santo Domingo De La Calzada, La Rioja,||
|Unit D9, Horizon Logistics Park, Harristown,|Calle Rio San Lorenzo No. 503, Col. Fuentes||1 Aruhe Road, Hornby, Christchurch, 8011,||26250, Carretera De Logrono, Spain|170|
|Dublin, K67 N4T2, Ireland|105 del Valle, CP 6620, CD San Pedro Garza Garcia,||New Zealand|148|Cartagena, Murcia, poligono industrial Cabezo||
|Unit 1 Block 3, Greenogue Business Park,|Nuevo León, Mexico|124|23 Business Parade North, Highbrook,||Beaza, Avenida Bruselas, 30353, esquina calle||
|Rathcoole, Dublin, County Dublin, Ireland|106 Nicaragua 205, Arbide, León, Guanajuato,||Auckland, 2013, New Zealand|149|Amsterdam, parcela R 100, Spain|171|
||37360, Mexico|125|||Calle Ana Abarca de Bolea 22, Nave A, polígono industrial El Pilar, Zaragoza, Spain|172|
---
SHAREHOLDER INFORMATION continued
Registered office address Key
Carretera de Madrid Km 314 – Nave 3ª, polígono industrial Jesús Vicente, Zaragoza, Spain 173
Avenida Tío Pepe, number 2, Apex Building, Floor 3rd, Office 6, Jérez de la Frontera, Cádiz, Spain 174
Corretger No 115-117-119, Parque Empresarial Táctica, Paterna, 46980, Valencia, Spain 175
Calle Progres, nº 47, Polígono Industrial Los Massotes, 08850 Gava, Barcelona, Spain 176
Calle Castilla-León, Parcela 45 Onda, 12200, Castellón, Spain 177
Nordring 2, 4147 Aesch, Switzerland 178
Rue Pierre-Yerly 10 , 1762 , Givisiez, Switzerland 179
Route de Saint-Julien 275, 1258, Perly-Cer, Switzerland 180
Gütterstrasse, 4313 Möhlin, Switzerland 181
Akçaburgaz Mahallesi, 3137. Sokak, No.19, K. 1, Esenyurt, Istanbul, Turkey 182
Barbaros Mah. Mor Sümbül Sk., Varyap Meridian I Blok No: 1 İç Kapı No: 209, Ataşehir, İstanbul, Turkey 183
Arthur Cox, Victoria House, 15-17 Gloucester Street, Belfast, BT1 4LS, United Kingdom 184
York House, 45 Seymour Street, London, W1H 7JT, United Kingdom 185
3 the Courtyard, Woodlands, Bradley Stoke, Bristol, BS32 4NQ, United Kingdom 186
Nisbets Limited, Fourth Way, Bristol, England, BS11 8TB, United Kingdom 187
Host House Newhouse Farm Industrial Estate, Mathern, Chepstow, Wales, NP16 6UP, United Kingdom 188
Unit G Kingsland Trading Estate, St. Philips Road, Bristol, England, BS2 0JZ, United Kingdom 189
Mount House Bond Avenue, Mount Farm, Milton Keynes, Buckinghamshire, MK1 1SF, United Kingdom 190
2 – 4, Lyall Court, Flitwick Industrial Estate Flitwick, Bedford, England, MK45 1UQ, United Kingdom 191
Registered office address Key
CSC-Lawyers Incorporating Service Company, 221 Bolivar Street, Jefferson City MO 65101, United States 192
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States 193
Corporation Service Company, 2345 Rice Street, Suite 230, Roseville MN 55113, United States 194
Corporation Service Company, 100 Shockoe Slip, 2nd Floor, Richmond VA 23219, United States 195
Corporation Service Company, 2710 Gateway Oaks Drive, Suite 150N, Sacramento CA 95833-3505, United States 196
Corporation Service Company, 80 State Street, Albany NY 12207-2543, United States 197
2915 SR 590, Suite 15, Clearwater FL 33759, United States 198
Corporation Service Company, 2908 Poston Avenue, Nashville TN 37203-1312, United States 199
Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808, United States 200
Corporation Service Company, 84 State Street, Boston MA 02109, United States 201
Illinois Corporation Service Company, 801 Adlai Stevenson Drive, Springfield IL 62703-4261, United States 202
Corporation Service Company, 300 Deschutes Way SW, Suite 304, Turnwater WA 98501, United States 203
César Cortinas 2037, Montevideo, Uruguay 204
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **197 Additional Information** **SHAREHOLDER INFORMATION** continued available 24 hours a day, seven days a week,
|Financial calendar||||Important dividend information|ShareGift|
|---|---|---|---|---|---|
|||2026|where the following services are available:|From January 2027 the Company will no longer|Sometimes shareholders have only a small|
|Annual General Meeting||22 April|• elect for electronic communications;|pay cash dividends by cheque. Instead, all cash|holding of shares which may be uneconomical|
|Results for the half year to|||• change of address;|dividends will be paid by direct credit into your|to sell. Shareholders who wish to donate these|
|30 June 2026|1 September|2027|• view share balance information; • join the dividend reinvestment plan; and|bank account. The Company strongly encourages our|shares to charity can do so through ShareGift, an independent charity share donation scheme (registered charity no. 1052686). Further|
|Results for the year to|||• view dividend payment and tax information.|shareholders who currently receive their|information about ShareGift may be obtained|
|31 December 2026||February|In order to register for the Investor Centre,|dividends in the form of a cheque to register to receive their dividends by direct bank transfer if|from ShareGift on +44 (0) 20 7930 3737 or|
|Annual Report circulated||March|shareholders will need their shareholder|they have not already done so. To provide your|at www.sharegift.org.|
|Dividend payments are normally made on the|||reference number which can be found on either|bank details, please register online at www.||
|second working day of the following months:|||their share certificate or dividend confirmations.|investorcentre.co.uk and elect for direct payment. Alternatively, shareholders may contact|Shareholders are advised to be cautious about any unsolicited financial advice, offers to buy|
|Ordinary shares (final)||July||the Company’s registrar, Computershare, on|shares at a discount or offers of free company|
|Ordinary shares (interim)||January|Shareholders can have their dividends paid directly into their bank or building society account using the Bankers’ Automated Clearing Service|0370 889 3257 for assistance with electing for direct payment.|reports. More detailed information about this can be found at www.fca.org.uk in the Consumers|
|At 31 December 2025 the Company had 3,847|||(‘BACS’). This means that dividends will be in the||section and at www.fca.org.uk/scamsmart. Details of any share dealing facilities that the Company|
|(2024: 4,040) registered shareholders who held|||account on the same day the dividend payment is|The Company has a sponsored Level 1 American|endorses will be included in Company mailings.|
|324.2 million (2024: 331.2 million) ordinary shares|||made. To use this method of payment please|Depositary Receipt programme that trades on the||
|between them, analysed as follows:|||contact our registrar on +44 (0) 370 889 3257 or visit the Investor Centre website. Please note that|over-the-counter market in the US with ticker BZLFY. J.P. Morgan Chase Bank, N.A. acts as the|PricewaterhouseCoopers LLP|
|Size of holding|shareholders Number of|share capital % of issued|this option will not override any existing dividend|Depositary Bank.||
|0 – 10,000|3,188|1%|scheme mandate, which would need to be revoked in writing. Shareholders who have|Telephone: +1 651 453 2128||
|10,001 – 100,000|407|4%|elected to have their dividends paid by BACS|Email: [https://www.adr.com/contact/jpmorgan|J.P](https://www.adr.com/contact/jpmorgan|J.P). Morgan Cazenove|
|100,001 – 500,000|159|12%|and who have registered a valid email address|Website: www.adr.com|UBS|
|500,001 – 1,000,000|42|9%|with the registrar will be able to access their|||
|1,000,001 and over|51 3,847|74% 100|dividend confirmations electronically at www.investorcentre.co.uk. If no such email address has been registered, shareholders will receive their dividend confirmations by post.|If you do not have access to a UK bank or building society account, you can elect to join the International Fund Transfer and receive cash dividends direct to your bank account in your local|Laura Brinkworth-Bell York House|
|Computershare Investor Services PLC||||currency (a small fee and terms and conditions|45 Seymour Street|
|The Pavilions|||The Company operates a dividend reinvestment|apply). You can find out more about this service|London W1H 7JT|
|Bridgwater Road|||plan which allows shareholders in eligible|and register via the Company’s registrar at|Telephone: +44 (0) 20 7725 5000|
|Bristol BS99 6ZZ|||countries to use the whole of their cash dividend|www.investorcentre.co.uk.|Website: www.bunzl.com|
|Telephone: +44 (0) 370 889 3257|||to buy additional shares in the Company, thereby||Registered in England and Wales no. 358948|
|Email: webcorres@computershare.co.uk Website: www.computershare.com|||increasing their shareholding. Shareholders can check their eligibility in the terms and conditions and apply to join the plan|Bunzl plc shares can be traded through most banks and stockbrokers. The Company’s registrar also offers an internet and postal dealing service.|The Annual Report contains certain statements about the future outlook for the Group. Although|
|Shareholders can manage their shareholding|||online in the Investor Centre or can contact|Further details can be found at www-uk.|the Company believes that the expectations are|
|online at www.investorcentre.co.uk. The Investor|||the Company’s registrar to request the terms|computershare.com/Investor/#ShareDealingInfo|based on reasonable assumptions, any|
|Centre is our registrar’s easy to use website,|||and conditions of the plan and a printed mandate form.|or by telephoning +44 (0) 370 889 3257.|statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.|
where the following services are available: **2026** From January 2027 the Company will no longer Sometimes shareholders have only a small
## Shareholder security
## Dividend payment by BACS
## Analysis of ordinary shareholders
## American Depositary Receipts
## Independent auditors
## Corporate brokers
## International payment option Company Secretary
## Registered office
**Registrar** **Dividend reinvestment plan**
## Share dealing
## Forward-looking statements
## Investor Centre
---
SASB REPORTING FOR BUNZL’S SUSTAINABILITY METRICS
The Sustainability Accounting Standards Board ('SASB') has industry-specific sustainability standards which identify material topics and associated metrics. The table below summarises where relevant SASB disclosures can be found throughout Bunzl’s annual reporting. This is based on several standards from the materiality map as Bunzl does not fall within one clear sector. We have based our disclosure on the most relevant standards for the business that align to and cover the key sustainability themes arising from our materiality assessments. The data provided below is from 2025 unless otherwise stated.
SASB METRIC BUNZL DISCLOSURES
Product lifecycle management
Revenue from products that are reusable, recyclable, and/or compostable
In 2025, £2bn revenue was generated from packaging and products made from materials that are recyclable, compostable, reusable or made from renewable sources.
Discussion of strategies to reduce the environmental impact of packaging throughout its lifecycle
We have discussed how we work with our suppliers and customers to reduce the environmental impact of packaging and products in our Annual Report.
Pages 42 to 57
SASB METRIC BUNZL DISCLOSURES
Greenhouse gas emissions
Gross global scope 1 emissions
91,130 tonnes of CO₂e.
Our climate change/carbon strategy has been detailed in the sustainability section of our Annual Report on pages 50 to 52.
A comprehensive view into how we understand, assess and manage the risks and opportunities associated with climate change can be found in our TCFD index and associated reporting. Pages 58, 202 to 204.
Our integrated process for identifying and assessing risks is detailed in the strategic report section of our Annual Report on pages 64 to 72.
Our carbon reduction targets can be found on pages 51 of our Annual Report with our performance shown on pages 51 to 52.
The targets are (baseline year: 2019):
• scope 1 & 2 – 50% more carbon efficient (equivalent to a 27.5% absolute reduction by 2030).
• scope 3 – 80% of suppliers by emissions will have science-based targets by 2027.
• scope 1, 2 & 3 – 90% absolute reduction in emissions by 2050.
• net zero emissions by 2050 at the latest.
Our Net Zero plan was approved by the SBTi in 2024. All our targets have now been approved by the SBTi.
(1) Total fuel consumed,
(2) percentage natural gas,
(3) percentage renewable
(1) Total fuel consumed: 1,530,144 GJ
(2) Percentage natural gas: 24%
(3) Percentage renewable fuel: 4%
(1) Operational energy consumed,
(2) percentage grid electricity,
(3) percentage renewable
(1) Operational energy consumed: 1,892,028 GJ
(2) Percentage grid electricity: 19%
(3) Percentage renewable: 9.6% of total energy, 31% of total electricity
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SASB REPORTING FOR BUNZL’S SUSTAINABILITY METRICS continued
SASB METRIC BUNZL DISCLOSURES
Labour conditions in the supply chain
Percentage of (1) Tier 1 supplier facilities and (2) supplier facilities beyond Tier 1 that have been audited to a labour code of conduct, (3) percentage of total audits conducted by a third party auditor
Our auditing process is our first line of defence to prevent defective products being shipped and to ensure products comply with our ethical standards.
(1) Tier 1 suppliers: All products supplied directly from Asia are through suppliers that are verified by our Global Supply Chain Solutions team and our audits typically cover c.97% of Bunzl spend across 13 Asian countries every two years. We will take a proactive, risk-based approach to responsible sourcing, identifying common issues in our supply chain and working closely with suppliers to reduce the future incidences of these. The spend coverage above (representing c.15% of our global supply chain) relates to our suppliers based in regions identified as very high risk in international rankings of human rights issues (e.g. Global Slavery Index).
(2) Tier 2 suppliers: None audited as we are taking a risk-based approach to working through our supply chain with our programme (and focusing on Tier 1 as a priority). Our audits and Supplier Code of Conduct demand that our Tier 1 suppliers ensure that the Code is maintained and enforced within their own supply chains, including by any sub-contractors used in executing any orders received from our Company.
(3) Percentage of total audits conducted by a third party auditor: 12%.
For more information see:
Pages 48 to 49
Bunzl Supplier Code of Conduct
Bunzl Modern Slavery Statement
Priority non-conformance rate and associated corrective action rate for suppliers’ labour code of conduct audits
During 2025, our Global Supply Chain Solutions team completed 1,430 supplier assessments:
• 1,332 had no critical issues (c.93%).
• 98 suppliers underwent remediation efforts to bring them up to the required standard (c.7% suppliers assessed).
• Following these remediation efforts, we terminated relationships with 4 suppliers who failed to make enough progress (c.0.3% of suppliers assessed, c.4% of suppliers requiring remediation).
• Corrective action rate for suppliers requiring remediation: c.96%.
SASB METRIC BUNZL DISCLOSURES
Labour conditions in the supply chain
Description of the greatest (1) labour and (2) environmental, health and safety risks in the supply chain
Our Global Supply Chain Solutions team and external risk assessment exercise has identified the following risks:
(1) Labour:
• Forced Labour
• Child Labour
• Freedom of Association
• Unfair discrimination
• Continuous work for more than 30 consecutive days without at least one day’s rest
(2) Environmental, health and safety risks:
• Evacuation routes and safety exits unsafe or blocked
• Firefighting equipment difficult to access
• Dormitories not located in buildings separate from the production facilities
• Structurally unsafe buildings
• Poor management systems
Workforce diversity and inclusion
Percentage of gender and racial/ethnic group representation for (1) management and (2) all other employees
We monitor the percentage of our workforce by gender and have total workforce of c.27,000 employees, 60% of them are male and 40% are female. In our senior management population (c. 540 leaders) there are 25% females and 75% males.
We cannot monitor ethnicity of our total workforce or senior management population due to restrictions on capturing data in certain countries in which we operate.
Total amount of monetary losses as a result of legal proceedings associated with employment discrimination
No compensation costs were paid in 2025.
Voluntary and involuntary turnover rates for employees
Voluntary turnover was 13.9%.
---
ESG SUPPORTING INFORMATION
CONTENTS
Packaging categories 201
Assessing climate change scenarios and their impact on our business 202
Climate scenarios 202-203
Evaluating potential impacts of climate change on our business 203-204
Our Net Zero transition plan 205
Decarbonisation levers 206
Key initiatives and results in 2025 207
Emissions reporting and environmental performance 208-209
Health & safety 210
External assurance 210
Code of conduct 210
Employees 211
Charitable contributions 212
The material ESG topics mapped to our value chain
Over the last few years, we have used materiality assessments, stakeholder feedback and desktop research to identify the material ESG topics that are relevant to our value chain (upstream, downstream and within our own operations). The infographic below helps to demonstrate the extent of these topics. Further details can be found on page 39 to 57.
OUR SUPPLY CHAIN: UPSTREAM OUR BUSINESS: OWN OPERATIONS OUR CUSTOMERS: DOWNSTREAM
Responsible sourcing
Investing in our workforce
Taking action on climate change
Provide tailored solutions
Business conduct
---
**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **201 Additional Information**
## ESG SUPPORTING INFORMATION continued
## Packaging categories
|CATEGORY DETAIL AND NAME APPLIED BY BUNZL||DESCRIPTION|EXAMPLE PRODUCTS IN CATEGORY|
|---|---|---|---|
|Category detail: Single use plastic products where plastic is an appropriate material for the job, where alternatives are not commercially available or where substitution could cause unintended environmental consequences Bunzl name: Packaging and products with an important purpose|3|Single use plastic products where plastic is an appropriate material for the job from a functional perspective, where alternatives do not currently exist at scale or where unmitigated, careless substitution of plastic could lead to significant negative, unintended consequences such as higher carbon emissions, water use and food waste.|Including but not limited to: • Plastic food containers • Plastic pouches, packets, and wrappers • Baking paper and parchment|
|Category detail: Recyclable, reusable, compostable products, and those made from renewable resources Bunzl name: Packaging and products made from alternative materials|4|These represent the alternative solutions our customers typically transition their single use packaging and products to. These are products that are typically recyclable or compostable, made from a renewable resource, for example palm leaf or sugar cane, plastic products containing a proportion of recycled content (where these products are also recyclable) and reusable products such as ‘bags for life’ or refillable coffee cups that are products specifically designed to be used more than once. National guidance (where it exists) has been used to determine the recyclability of a product. Due to the huge variation in recycling provisions globally we have expanded these criteria to all business areas where such products are sold to provide consistency.|Including but not limited to: • PET and rPET food containers • Cardboard or paperboard containers • Compostable plastic cups • Reusable cups • Alternative materials cutlery • Alternative materials plates, bowls, platters and lids • Paper bags • Reusable carrier bags|
- Packaging refers to packaging and other products within the foodservice, grocery and retail sectors which are facing legislation or consumer pressure.
- We have exercised our judgement to allocate sales to the packaging and non-packaging categories as explained in the table below.
- In future years packaging and products may move between categories and/or may be added or removed (for example, as legislation changes, recyclability improves or if a new line of products is launched).
|CATEGORY DETAIL AND NAME APPLIED BY BUNZL||DESCRIPTION|EXAMPLE PRODUCTS IN CATEGORY|
|---|---|---|---|
|Category detail: Single use plastic products facing restriction Bunzl name: Consumable facing regulation|1|The single use plastic products most commonly facing restriction – i.e. outright bans or complete restriction on placing into the market within the majority of the countries in which we operate – this is the category where we expect to see some volume reduction and transition may not happen on a like-for-like basis. We have expanded these specific regulations to all business areas where such products are sold. This is to provide consistency, as it can be reasonably expected that legislation will follow to those areas where it does not currently apply.|Including but not limited to: • Plastic cutlery • Plastic plates, bowls, platters and lids|
|Category detail: Single use plastic products facing regulation (not outright restriction) Bunzl name: Consumable likely to transition|2|Single use plastic products that have existing measures in place (either legislative in countries we operate or voluntarily by some brands/businesses we sell to) to control their usage. As the use of these products across our Group is not completely restricted (i.e. there are no consistent bans as with category 1) and the products themselves serve a functional purpose, customers typically transition away from these products to alternatives on a like-for-like basis (including reusable options). We have expanded these specific regulations to all business areas where such products are sold to provide consistency.|Including but not limited to: • Single use plastic cups • Paper cups and soup containers with plastic lining • Lightweight plastic carrier bags • EPS food containers|
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Directors’ Report Financial Statements **202 Additional Information** **Bunzl plc** Annual Report 2025 Strategic Report
## ESG SUPPORTING INFORMATION continued
## Assessing climate change scenarios and their impact on our business
As climate risks become an increasingly significant factor in business operations and the global economy, regulations related to climate risk disclosure are emerging. Once voluntary under frameworks like the Taskforce on Climate-related Financial Disclosures (‘TCFD’), climate risk assessments are now mandated by regulations, such as Companies (Strategic Report) (Climate- related Financial Disclosure) Regulations 2022, the European Union Corporate Sustainability Reporting Directive (‘CSRD’), Australia’s ASSB S1 and S2, and the California Climate Act. The Board, Executive Committee and every business area and operating company in Bunzl identify and document risks in a consistent way within the categories of strategic, operational, and financial risks. Our process for identifying and assessing risks on an ongoing basis is detailed on page 64 to 72. These include current and emerging climate-related risks and opportunities and by doing so, we are ensuring that climate change is integrated into the Group’s overall risk management process. In 2024 we engaged an expert consultant to review and enhance our climate risk assessment, covering our operations and supply chain. As part of this work, the consultant validated our approach to assessing the financial impacts of climate risks. In 2025 we considered the output of the comprehensive exercise completed in the prior year and concluded that there was no change to our risk assessment. The assessment process consisted of five main stages:
**1. Defining the scope of the risk assessment** We have carried out an assessment of the countries that have the greatest climate vulnerability and where we have significant business or supply chain presence. Based on this, we identified 17 countries as priorities for the climate risk assessment.
**2. Evaluating and prioritising climate risks and opportunities** Desktop research was conducted to analyse the 17 prioritised countries based on predefined climate risks from frameworks such as the TCFD and the Carbon Disclosure Project (‘CDP’). This was followed by an internal consultation process with Bunzl teams in regions where climate risk regulations are becoming more stringent. The outcome of this process was the identification of seven key transition risks and five physical risks. These risks were categorised into regulatory, market, technology and physical domains. Key transition risks include increased costs due to higher and more strict carbon prices, the overall impact on the global economy due to economic damage from climate change, loss of revenue due to higher ESG customer requirements and higher costs due to the increased price of raw materials such as oil. Physical risks included acute risks, such as extreme temperatures, floods, cyclones, and wildfires, as well as chronic risks related to the gradual rise in mean temperatures. Each risk was qualitatively assessed based on its magnitude and likelihood. The highest priority risks identified were ESG customer requirements, carbon pricing, the global economic impact of climate change, and extreme weather-related impacts. In addition to climate risks, two climate-related opportunities were identified: increased revenue through shifting customer preferences towards sustainability and the substitution of resources with more sustainable alternatives. The time horizons for the scenarios were updated to short term: 2030, medium term: 2040, and long term: 2050.
**3. Selecting climate scenarios and timeframes** In a next step, we assessed the impact of various climate change scenarios. After analysing climate models from the Network for Greening the Financial System (‘NGFS’), the International Energy Agency (‘IEA’) and the Intergovernmental Panel on Climate Change (‘IPCC’), the NGFS model was again selected for its flexibility in assessing both transition and physical risks. The three scenarios, Orderly (Net Zero by 2050), Disorderly (delayed transition), and Hothouse World (current policies), were chosen to reflect various climate trajectories and their impact on Bunzl. The ‘Orderly’ and ‘Disorderly’ scenarios align with global warming trajectories of 1.5ºC and 2ºC by 2100, respectively, but differ in the speed and extent of decarbonisation over the next 30 years. Our final scenario (‘Hothouse World’) assessed the potential impacts of a world in which global warming exceeds 3ºC by 2100. Our scenarios broadly align with the environmental and economic conditions represented in the NGFS scenario framework (www.ngfs.net/ ngfs-scenarios-portal/explore).
**4. Evaluating the impact on our business** We have applied the three climate change scenarios to the four key risk areas (carbon pricing, ESG customer requirements, the global economic impact of climate change and extreme weather related impacts) to understand the impact each scenario could have on Bunzl’s business. Each climate risk was quantified using three scenarios: best-case, mid-case, and worst-case. We have then worked to calculate the financial impacts associated with the various scenarios. Looking at the various timeframes and the Group’s assessment of risk, principal risks are those which are material to the development, performance, position or future prospects of the Group. Given our assessment of the likelihood and magnitude of impacts under the various scenarios and for the four key risk areas, we conclude that climate change remains a principal risk for Bunzl. We also conclude that while climate change is a principal risk that is likely to have an impact on the Group in the future, the financial impacts are sufficiently limited and uncertain and sufficient opportunities exist to mitigate them. Our climate change response measures are outlined on page 203 and 204 and include proactive scanning and responding to customer expectations, offering a broad range of alternative product solutions, setting science-based emission reduction targets, and effectively passing on increased product costs (for example, due to carbon pricing) to our customers.
**5. Effectiveness of response measures** We will continue to evaluate (and when necessary accelerate) our existing response measures to ensure that our business continues to be resilient to the assessed risks and is able to capitalise on business opportunities that our response to climate change may offer.
## Climate change scenarios
This section provides additional details around the scenarios used, the impacts that were evaluated, the key risks and opportunities and our response measures. Our climate change scenarios align with the environmental and economic conditions represented in the Network for Greening the Financial System (‘NGFS’) scenario framework. This framework was used as the basis for the Bank of England’s 2021 Biennial Exploratory Scenario on climate risks and is based on the following assumptions:
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Directors’ Report Financial Statements **203 Additional Information**
In our analysis we have considered the costs of repair and adaptation, the cost of stock losses and increased costs due to temporarily closing operations. **Global impact of climate change** We have modelled the business impact of changing market conditions, by considering the potential for climate change to lead to lower GDP growth as Bunzl’s revenue is to some extent correlated with the health and progress of the economy, particularly in regions of the world in which Bunzl has significant operations. Economic damage from climate change could be caused by a number of outcomes, including shocks from extreme weather events, losses in agricultural productivity, temperature effects on labour productivity and human health, energy demands, and flows of tourism. All impacts are incorporated within the NGFS scenarios on which we have based our financial assessment.
**Bunzl plc** Annual Report 2025 Strategic Report
## ESG SUPPORTING INFORMATION continued
**Scenario 1 – ‘Orderly’** This reflects net zero 2050 commitments from COP26. This scenario aims to limit global warming to 1.5°C by implementing stringent climate policies and fostering innovation, achieving net-zero CO₂ emissions around 2050. Ambitious climate policies are enacted immediately, resulting in relatively low physical risks but high transition risks. **Scenario 2 – ‘Disorderly’** This scenario assumes a lack of coordinated response to climate change and therefore emissions reductions are limited until 2030. Climate policies are delayed or divergent across countries and since actions are taken relatively late emissions initially increase but decline sharply after 2030. While emissions decline, they still lead to approximately 2.6°C of warming, resulting in moderate to severe physical risks and relatively low transition risks. **Scenario 3 – ‘Hothouse World’**
|The final scenario assumes that governments fail to introduce the policies needed to address climate|THEMATIC AREA|RISK & OPPORTUNITIES|RESPONSE MEASURES|
|---|---|---|---|
|change beyond those that are already in place. This scenario assumes that only policies currently in|Shifting customer|Risks|Proactive scanning of|
The final scenario assumes that governments fail to introduce the policies needed to address climate
place are maintained. As a result, emissions continue to rise until 2080, leading to approximately 3°C of warming. Physical risks are severe under this trajectory, as no significant mitigation efforts are implemented.
## Evaluating potential impacts of climate change on our business
The Group has considered three possible outcomes (best, medium, worst) across our key potential climate-related business impacts, under the three climate scenarios. We have assessed the impacts on a short term (to 2030), mid term (to 2040) and long term (to 2050) basis. The key identified risks were grouped into four thematic areas: shifting customer expectations, carbon pricing, extreme weather-related impacts and the global economic impact of climate change. **Shifting customer expectations** Many customers have committed to dramatically reduce carbon emissions by 2050 (with some committing to net zero) and they expect suppliers such as Bunzl to contribute to achieving these targets. In our analysis we have assumed that ESG requirements would come from customers that have, or will set, SBTi targets, as this commitment reflects a stronger dedication to sustainability and a climate transition pathway. The number of customers setting such targets will vary significantly between the Orderly, Disorderly and Hothouse scenarios. Bunzl has already established a science-based reduction target in line with an Orderly scenario and will assess on an ongoing basis whether this emissions trajectory continues to meet customers’ ambitions. **Carbon pricing** Carbon pricing is a cost levied by governments to encourage polluters to reduce the amount of greenhouse gases they emit. We have considered the cost of carbon pricing under the three scenarios for our own (scope 1 and 2) emissions as well as for the emissions of our suppliers, as suppliers will pass onto us increased costs due to carbon pricing. **Extreme weather-related impacts** The business impact of extreme weather is already included in our climate model to assess the financial impact of climate change, as it could be a driver of lower GDP growth. Bunzl monitors the current impact of extreme weather on our operations to ensure we remain well prepared for worsening conditions in the future. In recent years we have seen disruptions due to extreme weather in North America (hurricanes and wildfires) and Australasia (wildfires and flooding). These events were predominantly regional and in most cases we were able to serve customers from a different location.
**THEMATIC AREA RISK & OPPORTUNITIES RESPONSE MEASURES**
**expectations** Bunzl’s customers are setting Failing to align with our customers’ customer trends and
more stringent ambitions could lead to reputational expectations. Our damage and loss of sales. customers demand a wide environmental targets. **Opportunities** range of solutions from Bunzl is increasingly expected Aligning with customers’ ambitions Bunzl. We will build on our to help customers achieve could strengthen customer role as a material-agnostic their ambitions and goals. relationships, build resilience to new distributor to provide environmental legislation and policy, customers with:
- information on less
and create brand differentiation. carbon intensive The risks and opportunities are products; applicable for all time horizons and are most significant in the short and
- expert advice on the
medium term. sustainability impact of products sourced;
- a broad range of product solutions suited to the application they need;
- options to reduce the impact of our deliveries (see page 50); and
- setting emissions reduction targets to decarbonise our operations and supply chain in line with climate science (see page 51).
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ESG SUPPORTING INFORMATION continued
THEMATIC AREA
Carbon pricing
A key potential impact could come from carbon pricing, leading to an increase in costs of carbon intensive products. It may create a stronger demand for low carbon products.
RISK & OPPORTUNITIES
Risks
Bunzl may face the risk of some increases in indirect costs from carbon intensive products.
Opportunities
Our material agnostic business model and flexible supply chain allows us to benefit from opportunities to source and supply specialist low carbon products.
The risks and opportunities are applicable for all time horizons and are most significant in the short and medium term.
RESPONSE MEASURES
Bunzl is agnostic to the type of products it sources and supplies.
Bunzl has the ability to effectively pass through any increased costs of products in our supply chain (for example due to carbon pricing mechanisms) to our customers.
EXTreme weather-related impacts
Bunzl’s suppliers and operations have already experienced the impacts of extreme weather. For example, hurricanes in North America have disrupted Bunzl’s distribution activities and wildfires have threatened Bunzl’s Australian operations. In both cases, we have been able to mitigate the risks to ensure supply.
RISKS
The severity and frequency of extreme weather events could increase in the future. While the flexibility of Bunzl’s supply chain has provided good operational resilience to the physical impacts of climate change, there could be an impact if several key customers in a high risk region were impacted simultaneously.
Opportunities
Our supply chain flexibility and lack of fixed manufacturing assets provide an opportunity to quickly respond to changing operating conditions such as flooding and erosion caused by changed weather patterns.
The risks and opportunities are applicable for all time horizons and are most significant in the medium and long term.
PROVEN BUSINESS CONTinuity plans have ensured continued service to customers.
Resilience through supply chain flexibility and lack of fixed manufacturing assets.
THEMATIC AREA
Global impact of climate change
The direct (physical) and indirect (transitional) risk may change the dynamics of the markets in which Bunzl operates. A key potential impact could come from carbon pricing, leading to some increase in costs of carbon intensive products.
Climate change may create a demand for low carbon products or the supply of products which help mitigate the physical impacts of climate change. Certain markets may also be increasingly affected by extreme weather.
RISKS
Bunzl may face the risk of some increases in indirect costs from carbon intensive products. Certain markets may be increasingly affected by extreme weather (i.e. disruption to the hospitality industry in areas impacted by wildfires and flooding) which could impact our commercial strategy.
Opportunities
Our material agnostic business model and flexible supply chain allows us to benefit from opportunities to source and supply specialist low carbon products, or to acquire business and/or supply products which help mitigate the physical impacts of climate change.
The risks and opportunities are applicable for all time horizons and are most significant in the medium and long term.
RESPONSE MEASURES
Bunzl is agnostic to the type of products it sources and supplies. This allows us to follow broader environmental, social and economic trends, entering new markets and seeking new customers where there is a business case for doing so.
Bunzl has the ability to effectively pass through any increased costs of products in our supply chain.
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ESG SUPPORTING INFORMATION continued
Our Net Zero transition plan
Decarbonisation impact by lever (2050)
2050
Emissions growth
Emission-free transport
Climate conscious decision making
Building a low carbon supplier network
Lower carbon commodities
Low carbon business and workforce
Innovation¹
2050
Residual emissions²
100%
2019 baseline
75%
Business as usual emissions growth
(12)%
Low and zero carbon transport
(93)%
Suppliers setting and achieving carbon reduction targets
(15)%
Lower carbon solutions for customers
(29)%
Raw material carbon reduction
(2)%
More efficient operations
(14)%
Innovation and technology
10%
2050 residual emissions
1. We anticipate that beyond the reductions associated with the five key decarbonisation levers, further innovation and technology improvements, particularly related to product design and technology, transportation solutions and waste treatment will result in additional emissions reduction.
2. Residual emissions are those emissions that remain at the point of net zero, despite abatement efforts. We are committed to neutralising any residual emissions at the net zero target year.
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ESG SUPPORTING INFORMATION continued
Decarbonisation levers
We have identified five decarbonisation levers that we will use to reduce both near and long term emissions in line with climate science to achieve net zero. Activities and projects relating to many of these levers are already in progress. Our immediate focus is to deliver our near term carbon reduction targets and continue to take action where we can now.
In the short term, to remain aligned to our net zero transition plan, we will focus our efforts on two key decarbonisation levers; building a low carbon supplier network and efficient operations.
DECARBONISATION LEVER EMISSION SOURCES ADDRESSED HOW REDUCTION WILL BE ACHIEVED OVERALL IMPACT ON EMISSIONS¹
Emission-free transport:
Low and zero carbon logistics
• Commercial vehicles
• Company cars
• Upstream transportation and distribution
• Downstream transportation and distribution
Transition to electric and other zero emission vehicles, prioritising logistics partners who have implemented similar levers High
Route optimisation, fuel efficiency monitoring software Low
Prioritising logistics partners who use a higher proportion of low emission fuels Low
Building a low carbon supplier network:
Suppliers setting carbon reduction targets
• Purchased goods and services
80% of suppliers by emissions to set and deliver short term reduction targets between 2027 and 2037 Very High
Additional engagement after 2037 with a proportion of suppliers to set net zero targets Very High
Climate conscious decision making:
Providing lower carbon solutions for customers
• Purchased goods and services
Customer engagement, education, data and knowledge sharing on the carbon impacts of various products can lead to an increased demand for lower emission solutions Medium
Customers setting net zero targets will cause a shift in the emissions associated with a product’s end-of-life treatment due to increased recycling and reuse rates High
Expected improvements in country level waste management and increased recycling rates Low
Lower carbon commodities:
Raw material carbon reduction
• Purchased goods and services
Long term decarbonisation of the plastics industry through actions, such as reuse schemes, mechanically and chemically recycled plastics, plastics from biomass and Carbon Capture & Utilisation ('CCU') plastics Very High
Long term decarbonisation of the paper industry through actions such as heat pumps to reuse heat, increased pulp from recycled sources, low emission fuels, renewable energy High
Long term decarbonisation of the textiles industry through actions, such as improved materials mix (e.g. recycled and organic fibres), renewable energy, reduced fertiliser use, improved manufacturing efficiency Low
Low carbon business and workforce:
More efficient operations
• Electricity
• Travel and commuting
Onsite electricity generation from solar panel installation and renewable energy procurement Low
LED lighting and other energy efficiency measures Low
Review of business travel practices and reduction in non-essential trips, employees to transition towards electric and other zero emission vehicles over time, decarbonisation of public transport Low
1. Very High (>10% of total reduction), High (>5%), Medium (>2.5%), Low <2.5%.
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ESG SUPPORTING INFORMATION continued
Key initiatives and results in 2025
The table below contains a summary of our performance and emission reduction initiatives for our key emission sources.
SCOPE 1 AND 2 EMISSIONS SOURCE KPI % OF EMISSIONS IN 2025 % CHANGE SINCE 2019 KEY INITIATIVES AND RESULTS IN 2025 PROGRESS
Commercial vehicles 51% -9% In 2025, we increased the usage of Hydrotreated Vegetable Oil ('HVO') in our commercial vehicles and this initiative is currently in progress with 18 sites across the Group using this type of fuel. The HVO consumption by our commercial vehicle fleet increased to approximately 6% of the Group diesel consumption by commercial vehicles.
Company cars 11% -29% We continue to replace Internal Combustion Engine (ICE) company cars with electric and hybrid vehicles. In 2025, we made significant progress across the Group. In North America, more than 25% of company cars converted to hybrid vehicles. In the UK and Ireland, 83% of company cars are electric (55%) or hybrid (28%). In Continental Europe, 25% of company cars are electric (10%) or hybrid (15%).
Electricity 21% -33% We continue to install energy efficient lighting in our buildings. In addition, we increased the percentage of renewable electricity that we purchased to 31% in 2025. Our businesses continued to install electricity generating solar panels on rooftops. The electricity generated by these installations nearly doubled in 2025 and now represents almost 2% of our total energy consumption.
Heating 17% -8% We actively trial and implement new technologies across the Group to support our long term carbon reduction targets.
Total 100% -18% We remain on track to meet our near term science-based targets.
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**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **208 Additional Information**
## ESG SUPPORTING INFORMATION continued
## Emissions reporting and environmental performance
**Greenhouse gas emissions scope 1 and scope 2 data (Group)** **Data for the period** **1 October to 30 September** 2019 2020 2021 2022 2023 2024 **2025**
|1 October to 30 September|2019|2020|2021|2022|2023|2024|2025|
|---|---|---|---|---|---|---|---|
|Scope 1||||||||
|Total emissions (tonnes of CO₂e)|99,193|90,568|87,125|93,405|89,806|89,199|91,130|
|Emission intensity (tonnes of CO₂e/£m revenue)|10.7|9.5|8.5|8.1|7.6|7.9|7.8|
|Natural gas usage (m³)|8,912,413|8,082,813|8,272,123|9,650,228|8,658,861|9,011,198|9,215,608|
|Fuel usage (ltr)|31,523,097|29,306,537|28,060,702|29,099,858|29,216,415|28,721,022|30,621,713|
|Fuel intensity (ltr/£m revenue) Scope 2|3.4|3.1|2.7|2.5|2.4|2.5|2.6|
|Emissions location-based (tonnes of CO₂e)|29,594|27,421|25,043|27,895|28,011|28,590|28,255|
|Emission intensity location‑|3.2|2.9|2.4|2.4|2.3|2.5|2.4|
|Emissions market-based (tonnes of CO₂e)|29,835|26,183|25,025|27,337|25,576|26,461|25,272|
|Emission intensity market-based (tonnes of CO₂e/£m revenue)|3.2|2.7|2.4|2.4|2.1|2.3|2.1|
|Electricity purchased (MWh)|83,062|80,276|79,057|93,224|90,221|93,709|100,523|
|% renewable electricity purchased|NA|15|14|17|25|28|31|
|Electricity generated (not scope 2) (MWh)|||||779|1,010|1,926|
|% Renewable electricity used including self-generated Total scope 1 and 2 emissions|||||26|29|32|
|Emissions location-based (tonnes of CO₂e)|128,787|117,989|112,168|121,300|117,817|117,789|119,385|
|Emission intensity location‑|13.9|12.4|10.9|10.5|9.9|10.3|10.2|
|Emissions market-based (tonnes of CO₂e)|129,028|116,751|112,150|120,742|115,382|115,660|116,402|
|Emission intensity market-based (tonnes of CO₂e/£m revenue)|13.9|12.2|10.9|10.5|9.7|10.2|9.9|
|Total energy (MWh) (including self-generated) ◊ Subject to limited assurance performed by our independent auditor. See the data assurance statement, which is available on our website, www.bunzl.com. The data for previous years was also assured as detailed in the respective Annual Reports. Scope 1 and 2 emissions data requires significant time to collect and categorise and as a result there is a three month time lag between our financial data and scope 1 and 2 emissions data. The relevant data in each year covers the 12 months ended 30 September. Our absolute carbon emissions (market based) increased by 0.6% in 2025, mainly due to the impact of recent acquisitions reporting emissions for the first time. Excluding the impact of acquisitions, our emissions decreased by 3.1%.|516,775|480,711 Our global electricity related market-based emissions decreased by 6%. This was driven by efficiency improvements, a further increase in the procurement of renewable electricity across the Group (from 28% to 31%) and a favourable impact related to updated emission factors. We continued to equip our sites with solar panels. In 2025, the amount of electricity generated by rooftop solar installations nearly doubled. Self-generated electricity accounted for 1.9% of our total electricity consumption. In 2025, approximately 2.5% of our electricity consumption was used for charging electric vehicles.|470,941|510,524|493,505|498,311|525,563|
|Fuel used for transportation remains our highest source of operational emissions, contributing c.62%||Performance against carbon reduction targets||||||
|of our scope 1 and scope 2 emissions. Of those emissions relating to transportation, c.82% are||||||2025 %|2030|
|generated by our fleet of commercial vehicles.||Data for the period 1 October to 30 September|||2019|2025 reduction (vs 2019)|reduction target (vs 2019)|
|In 2025, we significantly expanded the use of Hydrotreated Vegetable Oil (HVO), a renewable,||Total scope 1 and scope 2 emissions||||||
|low‑ carbon biofuel that provides a sustainable alternative to fossil diesel. The HVO consumption now represents 6% of the diesel consumption of our commercial vehicle fleet.||market‑ Emission intensity market-based (tonnes of CO₂e/£m revenue) * Emissions and emissions intensity in our baseline year have been recalculated to reflect the impact of acquisitions. ◊ Subject to limited assurance performed by our independent auditor. See the data assurance statement on the Company’s website, www.bunzl.com.|based (tonnes of CO₂e)||141,320 116,402 13.8|18 9.9 28|27.5% 50%|
◊ **◊** **◊**
**◊** based (tonnes of CO₂e/£m revenue)**◊** **◊** **◊**
**◊**
**◊** based (tonnes of CO₂e/£m revenue)**◊** **◊** **◊**
* **◊**
**◊**
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Directors’ Report Financial Statements **209 Additional Information** **Bunzl plc** Annual Report 2025 Strategic Report
## ESG SUPPORTING INFORMATION continued
**UK Greenhouse gas emissions data*** **Data for the period** 1 October to 30 September 2019 2020 2021 2022 2023 2024 2025 Scope 1 emissions (tonnes of CO₂e) 17,211 15,261 14,845 15,479 14,165 12,793 **13,218** Scope 2 emissions (tonnes of CO₂e) (location- based) 2,660 2,847 2,511 2,215 2,161 2,162 **2,877** Total scope 1 and 2 emissions (tonnes of CO₂e) 19,871 18,108 17,356 17,694 16,325 14,955 **16,095** Emission intensity (tonnes of CO₂e/£m revenue) 17.0 14.9 14.6 13.4 12.9 12.4 **9.9** Natural gas usage (m³) 469,573 486,661 419,138 425,053 339,787 334,447 **415,200** Fuel usage (ltr) 6,271,182 5,606,760 5,572,556 5,716,256 5,326,859 4,856,259 **5,042,792** Electricity usage (MWh) 10,405 11,140 9,823 11,292 10,340 10,208 **14,427** Total energy consumption (MWh) 82,084 75,812 73,815 76,744 71,064 65,464 71,271 * Energy usage and carbon emissions disclosed separately to adopt to the requirements of the UK Streamlined Energy and Carbon Reporting (‘SECR’) policy.
Our reported environmental data includes all businesses that are subsidiaries of the Group for financial reporting purposes, except for recent acquisitions where there has been insufficient opportunity for the businesses to adopt our reporting guidelines. The revenue from these businesses is not included when calculating the indexed emissions. The reported data covers 99.8% of the Group by revenue. Bunzl has a Group wide approach to recording, measuring and reporting energy and climate change data. Business areas are responsible for data input and monitoring progress against targets and providing commentary on significant variances and on the implementation of projects aimed at improving EHS performance. All data is reported in the Group’s central EHS reporting and consolidation system. More details can be found in the Group reporting guidelines on our website, www.bunzl.com/ sustainability/sustainability-reporting. **Scope 3:** Our Scope 3 emissions are summarised in the table below. Emissions from purchased goods and services – our most significant Scope 3 category – are calculated using supplier spend data. In 2025, we enhanced our calculation methodology to improve accuracy and alignment with best practice. This update involved the adoption of emissions factors by product or material category and country of origin from the publicly available EXIOBASE database. As a result of this methodological refinement and the increased precision of the underlying data, our reported Scope 3 emissions have decreased. We are reporting on all material scope 3 categories of emissions. Our scope 3 carbon emissions are reported based on the previous financial year ended 31 December 2023. The scope 3 emissions calculation is complex and requires data from a large number of supply chain partners and service providers, such as third party carriers and other logistics services providers. As a result, there is a one year time-lag between our financial data and the scope 3 emissions data in our Annual Report. We are working to develop our access to high quality scope 3 data and to reduce the time required to calculate our scope 3 emissions. Once complete, this will allow us to report our scope 3 emissions in better
alignment with our financial reporting year. More information on the scope 3 data methodology can be found in our EHS reporting guidelines which are available in the sustainability section of our website. **Greenhouse gas emissions scope 3 data (Group)** 2019 2021 2022 2023 **2024** **Scope 3 category** (kt CO₂e) (kt CO₂e) (kt CO₂e) (kt CO₂e) **(kt CO₂e)** Purchased goods and services*5,337 6,348 6,826 6,510 **6,192** Capital goods 18 18 24 29 **14** Fuel and energy-related activities not included in scope 1 or scope 2 29 30 31 30 **27** Upstream transportation and distribution 299 346 456 415 **377** Waste generation in operations 5 5 5 5 **4** Business travel 20 11 23 26 **10** Employee commuting 21 20 23 24 **28** Downstream transportation and distribution 92 81 112 110 **97** Use of sold products 20 13 55 124 **80** End-of-life treatment of sold products 468 483 696 774 **415** **Total scope 3 emissions 6,309 7, 355 8,251 8,047 7,24 4** Rebase 557 **Total scope rebased emissions 6,866 7,355 8,251 8,047 7,24 4**
* Includes FLAG emissions. **Waste** The amount of waste generated in our facilities in 2025 was estimated to be 24.2 ktonnes. We have continued to increase completeness and accuracy of reporting, particularly by moving to centralised waste management services in certain areas. The recycling rates strongly depend on the locally available waste recycling options. In 2025, the recycling rate increased slightly to approximately 54% of the generated waste. This excludes any post-disposal waste treatment and recycling carried out by waste handlers **Water** Direct water usage is not a significant environmental impact for our business as it is principally confined to staff hygiene and workplace cleaning, with the exception of a very small number of sites where we process gel or ice packs which contain water. Water discharges, apart from internal sanitation, are limited to rainwater run-off from the yards of our locations. Our estimated water usage is 225,000 m³ of water per year. **Environmental management system certification** We have developed an internal EHS management system standard that is based on ISO 14001 and ISO 45001. Some parts of the business, mainly in UK & Ireland, Asia Pacific and Continental Europe, have elected to become formally certified.
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ESG SUPPORTING INFORMATION continued
Health & safety
Health & safety indicators
Data for the period 1 October to 30 September
2019 2020 2021 2022 2023 2024 2025
Average number of incidents per month per 100,000 employees 96 85 86 80 88 96 93°
Average number of days lost per month per 100,000 employees 3,110 3,040 2,615 2,441 2,338 1,963 2,475°
Fatalities 0 0 0 0 0 0 0 0
Subject to limited assurance performed by our independent auditor. See the data assurance statement on the Company’s website, www.bunzl.com. The data for previous years was also assured as detailed in the respective Annual Reports.
The 2025 Group accident incidence rate of 93 represents a 3% decrease versus 2024. We have achieved our target to reduce the Group accident incidence rate by 3% from 2024.
The 2025 Group accident severity rate of 2,475 represents a 26% increase versus 2024. We have not achieved our target to reduce the Group accident severity rate by 3% from 2024, due to a slight increase in the average severity across all incidents.
Injuries relating to the operation of our warehouses and vehicles, such as manual handling, falling, slipping and tripping and impact with equipment remain the highest causes of accidents. In addition to the number of accidents, we use a variety of leading indicators, such as near misses, the number of safety meetings and the number of inspections to measure our performance. In 2025 we have seen a 36% increase of near miss reports across the Group, while the number of safety meeting and safety inspections also increased.
We have developed a group-wide training matrix and a programme to monitor training compliance on Group level. This will strengthen our oversight of Health and Safety training performance, a key component of our accident-reduction programme.
In 2025 we conducted a safety culture survey across a selection of sites. The pilot survey examined various elements of safety culture, such as employees’ ability to raise safety concerns, the role of supervisors and management, incident investigation procedures, and the effectiveness of training. The survey has provided valuable insights into the diverse safety cultures within our businesses, offering meaningful opportunities for further improvement.
Target for 2026:
• Reduce the Group accident incidence rate by 3% from 2025.
External assurance
We engaged PwC to undertake a limited assurance engagement, reporting to Bunzl plc only, using International Standard on Assurance Engagements ‘ISAE’ 3000 (Revised): ‘Assurance Engagements Other Than Audits or Reviews of Historical Financial Information’ and ISAE 3410: ‘Assurance Engagements on Greenhouse Gas Statements’ over the two non-financial KPIs highlighted on page 38 and the selected data in the ESG appendix (highlighted with the symbol '♫'). In each case the audited data has been highlighted with the symbol '♫'.
PwC has provided an unqualified opinion in relation to the relevant KPIs and data and their full assurance opinion is available in the sustainability section of our Group website, www.bunzl.com.
Non-financial performance information, including greenhouse gas quantification in particular, is subject to more inherent limitations than financial information. It is important to read the selected information contained in this Annual Report in the context of PwC’s full limited assurance opinion and the Company’s EHS Reporting Guidelines which are also available in the sustainability section of our website.
Code of conduct
The Group's business code of conduct is a guide for every employee explaining how they are expected to conduct themselves both from a corporate and individual perspective.
Material breaches of code of conduct
4 0 0
Speak Up 141 135 157
No material breaches of our code of conduct were recorded in 2025.
In 2025, we received 157 reports through our confidential whistleblowing process, ‘Speak Up’, none of which relate to any issues of material concern. More than 40% of the cases came from the Latin America region. In the North America region in particular, a number of the reports were from the same site or related to the same issue and were treated as separate reports.
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ESG SUPPORTING INFORMATION continued
Employees
Engaging with our employees with clear communications and the provision of learning and development opportunities.
| 2023 | 2024 | 2025 | What we said we would do in 2025 | What we did | What we plan to do in 2026 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Employee turnover: Voluntary | 15.3% | 14.8% | 13.9% Gather targeted feedback from new joiners to understand early views on employee experience. Execute an action plan following our employer brand review, including refreshing our corporate website and developing Group-wide collateral using the concept of ‘Unlimited Potential’ to ensure that we have a compelling brand. | Group-wide roll out of our ‘Unlimited Potential’ employer brand and refresh of People & Culture section of our website. Use of Great Place to Work results to gain deeper insight into early employee engagement levels and put action plans in place to drive continuous improvement. | Continue to embed ‘Unlimited Potential’ across the Group. Continue monitoring of Great Place to Work action plans and outputs from our employee listening sessions to gain deeper insight into employee engagement |
| Gender diversity: Women at senior management level | 22% | 25% | 25% Report on percentage of females at senior leadership level to ensure we maintain or increase current levels. Continue to expand networks and female-focused development programmes. | Maintained percentage of females at senior leadership level. Continued investment in female-focused development. | Continue to report on percentage of females at senior leadership level to ensure we maintain or increase current levels. Continue to review and expand on female-focused development. |
| Employee engagement index score | 69%* | 71% | 71% Undertake a full global Great Place to Work survey in 2025 and continue to make improvements through the monitoring of action plans and the analysis of trend data. | Undertook a full global Great Place to Work survey, including the Nisbets population for the first time. Local and regional action plans were put into place following the survey results to drive continuous improvement. | Undertake a full global Great Place to Work survey in 2026 and continue to make improvements through the monitoring of action plans and the analysis of trend data. |
* This was the overall Trust Index score from the Great Place to Work 2023 pilot survey (covering approximately 45% of our employees).
Senior management (%) and employees
Males 75% 408
Females 25%* 134
Total workforce (%) and employees
Males 60% 16,481
Females 40% 10,781
Average number of employees (%)
North America 31%
Continental Europe 26%
UK & Ireland 22%
Rest of the World 21%
Total workforce age profile (%)
Under 30 19%
30–39 25%
40–54 36%
Over 55 20%
* 38.5% of the Executive Committee’s direct reports are female (10 employees).
Source:
HR from October 2025 (senior management group defined as the individuals who receive share awards as part of their remuneration) Source: HR from EHS360 Source: Note 26 on page 175 Source: HR from EHS360
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**Bunzl plc** Annual Report 2025 Strategic Report Directors’ Report Financial Statements **212 Additional Information**
## ESG SUPPORTING INFORMATION continuedFIVE YEAR REVIEW
## Charitable contributions
|||2025|2024|2023|2022|2021|
|---|---|---|---|---|---|---|
|Bunzl’s operations are international, but our strength lies in the local nature of our businesses. We||£m|£m|£m|£m|£m|
|support the communities where our employees live and work and encourage fundraising activities|Revenue|11,845.4|11,776.4|11,797.1|12,039.5|10,285.1|
|championed by our businesses and their employees locally. In 2019, we realigned our corporate charity|Operating profit|735.3|799.3|789.1|701.6|623.3|
|programme to focus on environmental projects related to reuse, recycling, litter prevention and|Finance income|54.6|72.6|60.4|22.3|10.7|
|disadvantaged communities impacted by waste pollution and poor management infrastructure.|Finance expense|(181.3)|(178.0)|(150.9)|(90.2)|(65.3)|
|During 2025 we continued to support activities in three key areas and are pleased with the long-|Disposal of businesses|11.9|(20.3)|–|0.9|–|
|standing relationships we have with our chosen charity partners:|Profit before income tax Income tax|620.5 (160.7)|673.6 (172.6)|698.6 (172.4)|634.6 (160.2)|568.7 (125.9)|
|1. charitable projects that encourage packaging reuse and recycling, and work to educate consumers; 2. litter clean-up and prevention initiatives operating in our markets, giving our employees the opportunity to get involved; and|Profit for the year Profit is attributable to:|459.8|501.0|526.2|474.4|442.8|
|3. projects that build new waste management infrastructure and develop recycling skills in some of the|Company’s equity holders|459.2|500.4|526.2|474.4|442.8|
|world’s poorest places, often in areas where plastic leakage to the natural environment is highest.|Non-controlling interest|0.6|0.6|–|–|–|
**Profit for the year 459.8** 501.0 526.2 474.4 442.8 **Example initiatives** **CHARITY NAME PROJECT Basic earnings per share attributable to the** **Company’s equity holders 141.5p** 149.6p 157.1p 141.7p 132.7p **WasteAid** WasteAid is working with Bunzl in Uganda to tackle growing waste challenges, particularly plastic and textile pollution. In Kampala, where only 40% of waste**†** **Alternative performance measures** is safely managed, WasteAid is developing new value chains by repurposing **Adjusted operating profit 910.3** 976.1 944.2 885.9 752.8 secondhand clothing through its Uganda Circular Textiles project, training **Adjusted profit before income tax 787.1** 872.9 853.7 818.0 698.2 tailors and students to turn discarded textiles into new products. It is also launching a ‘wastepreneur’ programme to support women and youth **Adjusted profit for the year attributable to the** entrepreneurs to turn waste into income and reduce landfill. **Company’s equity holders 581.9** 649.9 640.3 616.8 542.5 **Adjusted earnings per share attributable to the** **Hubbub** Hubbub’s Borrow Cup project, launched in Glasgow in January 2025, lets **Company’s equity holders 179.3p** 194.3p 191.1p 184.3p 162.5p customers borrow reusable cups for a £1 deposit and return them to any participating outlet. Backed by major brands and Bunzl, it aimed to cut† See Note 3 to the consolidated financial statements on pages 147 to 149 for further details of the alternative performance measures. disposable cup waste by making reuse simple, convenient and widely accessible.
Group wide, Bunzl donated a total of c.£1.3m to charitable causes during 2025. This does not include amounts donated by Bunzl in matching funds raised by employees for local charities.
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Bunzl plc
York House
45 Seymour Street
London
W1H 7JT
www.bunzl.com