Bunzl plc

Annual Report 2024

RESOURCEFUL AND

RESILIENT

CONSISTENT

COMPOUNDING

GROWTH

// INSIDE THIS REPORT

Strategic report

A year in review 2

Bunzl at a glance 4

Chairman’s statement 6

Investment case 8

Chief Executive’s statement 10

Business Area reviews 16

Market dynamics 20

Our business model 22

Capital allocation 24

Our purpose-led strategy 26

Strategy in action 27

Our people 31

Key performance indicators 36

Sustainability 38

Taskforce on Climate Related

FinancialDisclosures (‘TCFD’) 61

Section 172 statement 62

Principal risks and uncertainties 66

Viability statement 75

Financial review 76

Non-financial and sustainability

information statement 83

Directors’ report

Chairman’s introduction 84

Board of directors 86

Corporate governance report 88

Nomination Committee report 99

Audit Committee report 102

Board Sustainability Committee

rep or t 112

Directors’ remuneration report 115

Other statutory information 137

Financial statements

Consolidated income statement 140

Consolidated statement of

comprehensive income 140

Consolidated balance sheet 141

Consolidated statement of

changes in equity 142

Consolidated cash flow statement 144

Notes 145

Company balance sheet 182

Company statement of

changes in equity 183

Notes to the Company

financial statements 184

Statement of directors’

responsibilities 188

Independent auditors’ report

to the members of Bunzl plc 189

Additional information

Shareholder information 195

SASB Reporting for Bunzl

Sustainability Metrics 202

ESG Appendix 204

Five year review 212

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.

A focused and successful specialist

international distribution and services group

with operations across the Americas, Europe,

Asia Pacific and UK & Ireland.

Our purpose is to deliver essential business

solutions around the world and create long

termsustainable value for the benefit of all

ourstakeholders.

We have delivered long term consistent

growththrough our disciplined compounding

strategy, driven by acquisitions, organic

growthand operational efficiency, supported

by the resilience of our business model.

Bymaintaining our discipline, leveraging our

scale, and continually enhancing our customer

offering, we continue to build a resilient and

adaptable business that is well-positioned for

sustained long term value creation.

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.

www.bunzl.com/investors/shareholder-information/registrar-information/

BUNZL Annual Report 2024

acquisitions

announced

£883m

committed

acquisitionspend

£744m

annualised annual

revenue acquired

Geographic

expansion by

completing first

acquisition

in Finland

Acquisitions

completed in

market sectors and

countries: wide range

of consolidation

opportunities

RECORD YEAR FOR

ACQUISITION SPEND

PAMARK GROUP

Acquisition

completed:

February 2024

Finland

– Cleaning & Hygiene

– Healthcare

– Foodservice

– Safety

Read more about

how bolt on

acquisitions

enhance our

compounding

growth on page 29

DBM MEDICAL GROUP

c.£7m

revenue in the year

toJune 2024

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 01

// A YEAR IN REVIEW

A YEAR OF SIGNIFICANT

STRATEGIC PROGRESS FOR

BUNZL, MARKED BY

RECORD ACQUISITION

ACTIVITY

FINANCIAL PERFORMANCE HIGHLIGHTS

Revenue

£11,776m

(2023: £11,797m) +3.1%

†

Change at actual exchange

rates (0.2)%

Adjusted operating profit

£976.1m

(2023: £944.2m) +7.2%

†

Growth at actual exchange

rates 3.4%

Adjusted earnings per share

194.3p

(2023: 191.1p) +5.5%

†

Growth at actual exchange

rates 1.7%

Years of consecutive

annual dividend

increases

Cash

conversion

93%

(2023: 96%)

Committed

acquisition spend

£883m

Adjusted net debt:

EBITDA

1.8x

(2023: 1.2x)

Operating profit

£799.3m

(2023: £789.1m)

Growth at actual exchange

rates 1.3%

Basic earnings per share

149.6p

(2023: 157.1p)

Change at actual exchange

rates (4.8)%

Dividend per share

73.9p

(2023: 68.3p) +8.2%

Bunzl is a resilient growth compounder with a business

model and strategy that delivers consistent long-term

growth, a high return on invested capital alongside

significant acquisition spend, and low volatility of

earnings growth.

RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES TO STATUTORY MEASURES FOR THE YEAR ENDED 31 DECEMBER 2024

This review refers to alternative performance measures which exclude

charges 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. 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,

page 151.

Growth at constant exchange rates is calculated by comparing the 2024

results tothe results for 2023 retranslated at the average exchange rates

used for 2024.

* Alternative performance measure (see Note 3 to the consolidated

financial statements on page 151).

† At constant exchange rates.

Adjusting items

Alternative

performance

measures

£m

Amortisation

excluding

software

£m

Acquisition

related items

£m

Non-recuring

pension scheme

credit

£m

Disposal of

businesses

£m

Statutory

measures

£m

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

02 BUNZL Annual Report 2024

Sustainability remains a key strategic priority, andthe Group is committed

to helping lead the transition to a more sustainable and equitable future

bycontinuing to direct our efforts into the four key areas where we believe wecan

make thegreatest positive contribution: providing alternative packaging solutions;

ensuring responsible supply chains; investing in our people;

and taking action on climate change.”

FRANK VAN ZANTEN

Chief Executive Officer

SUSTAINABILITY PERFORMANCE HIGHLIGHTS

RESPONSIBLE

SUPPLY CHAINS

INVESTING

IN A DIVERSE

WORKFORCE

TAKING ACTION

ON CLIMATE

CHANGE

PROVIDING

SUSTAINABLE

SOLUTIONS

89%

of our spend in high risk regions from

assessed and compliant suppliers

(2023: 81%)

25%

senior leadership

roles filled by women

* Senior leadership defined as the c.530 leaders who receive

share options aspart of their remuneration

18%

reduction in absolute emissions since 2019

(2023: 18%)

of Group revenue generated from

consumables that are facing regulation

1,175

suppliers assessed

(2023: 1,022)

+3%

compared to the same population in 2023

26%

more carbon efficient since 2019

(2023: 30%)

c.97%

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 costs

33%

of suppliers

by emissions currently have

science-based targets in place

* Suppliers that are covered by our scope 3 supplier

engagement target.

86%

of Group revenue attributable to non-

packaging products and packaging products

made from alternative materials that are well

suited to a circular economy

* Excludes revenue from acquisitions

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 03

// AT A GLANCE

SUPPORTING BUSINESSES GLOBALLY

WITH ESSENTIAL PRODUCTS AND

SERVICES

OUR BUSINESS AREAS

NORTH AMERICA CONTINENTAL EUROPE UK & IRELAND REST OF THE WORLD

£6,568m

2024 revenue

£2,377m

2024 revenue

£1,626m

2024 revenue

£1,205m

2024 revenue

We provide a one-stop-shop, on-time and in-full specialist distribution

service across 32 countries, supplying a broad range of internationally

and responsibly sourced non-food products to a variety of market sectors.

£976.1m

Adjusted operating

profit

26,978

Employees

Countries we

operate in

56% 20% 14% 10%

04 BUNZL Annual Report 2024

OUR MARKET SECTORS

SAFETY

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.

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 .

CLEANING

&HYGIENE

Cleaning & hygiene

materials, including

chemicals and

hygiene paper, to

cleaning and facilities

management

companies and

industrial and public

sector customers.

GROCERY

Goods-not-for-resale,

including food

packaging, films,

labels, cleaning &

hygiene supplies and

personal protection

equipment to grocery

stores, supermarkets

and convenience

stores.

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.

RETAIL

Goods-not-for-resale,

including packaging

and other store

supplies and a full

range of cleaning &

hygiene products,

toretail chains,

boutiques,

department stores,

home improvement

chains, office supply

companies and

related e-commerce

sales channels.

OTHER

A variety of product

ranges to other end

usermarkets.

MARKET SECTOR

REVENUE SPLIT

£11.8bn

Overall Group

revenue

25.4%10.4% 29.3% 8.1%15.8% 6.4% 4.6%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 05

2024 saw Bunzl achieve another year of excellent

progress and delivery against its compounding

growth strategy, with the Group committing a

record amount of spend to acquisitions in the

year. Furthermore, the Group extended its track

record of consecutive annual dividend growth

to32 years, and aligned to its recently launched

capital allocation commitment, completed a

£250million share buyback.

At constant exchange rates, Bunzl has seen

adjusted earnings per share increase by 54% over

the last five years, supported by the Group's

growth strategy delivering revenue growth of 30%

over this period and operating margin expansion

from 6.9% to 8.3% at constant exchange rates.

Over these five years, Bunzl has committed

£2.6billion to acquisitions, while return on

invested capital has increased from 13.6%

to14.8%, and earnings growth has remained

resilient, highlighting the Group’s discipline in

successfully executing its strategy to generate

returns for its shareholders. Alongside this we

have returned £1.2 billion to shareholders over

this period through dividends and a share

buyback in 2024.

Bunzl’s consistently strong performances over

recent years has resulted in the Group’s leverage

falling and remaining below its adjusted net debt

to EBITDA target of 2.0 to 2.5 times. As a result, in

2024 the Board took the decision to commit to

steadily returning adjusted net debt to EBITDA to

within the target range of 2.0 to 2.5 times by the

end of 2027. The Group has committed to allocate

c.£700 million per annum, primarily to invest in

value-accretive acquisitions and, if required,

returns of capital, in each of the three years

ending 31 December 2027. In addition, the Board

announced a £250 million share buyback that was

executed in the second half of 2024 and a further

£200 million share buyback to be completed

during 2025, which was announced on 17

December 2024 and is currently underway with

£50 million of shares purchased to date.

I have great confidence that the

entrepreneurialism and agility of our people,

supported by the diversification of our portfolio,

and the overall resilient nature of the Group, will

continue to deliver long term growth and

shareholder value.

BUNZL’S STRATEGY AND

PEOPLE ARE THE DRIVERS OF

LONG TERM GROWTH

// CHAIRMAN’S STATEMENT

+54%

adjusted earnings per share

growth over the last five years,

atconstant exchange rates

£1.2bn

returned via dividend and 2024

buyback over the last five years

32 years

of consecutive annual

dividendgrowth

PETER VENTRESS

Chairman

06 BUNZL Annual Report 2024

4.0

73.9

23 2422212019181716151413121110090807060504030201009998979695949392

People and culture

Bunzl’s most valuable 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 Bunzl’s global pilot of

the external ‘Great Place to Work’ survey in 2023,

the Group again sought accreditation in 2024 but

this time across all businesses, with half of those

surveyed doing so for the first time. Following this,

around 76% of operating companies achieved the

certification in 2024. Demonstrating that our

people continue to find Bunzl a fulfilling place to

work and trust the company and its leadership,

the Group results saw a 2% increase in its Trust

Index score to 71%. Strong employee engagement

is key to our proposition, as it supports our

delivery of a high level of customer service. We

also continued to accelerate our diversity and

inclusion agenda to ensure that we have a

working environment which supports individual

well-being, growth and career progression. In

2024, the percentage of women within our senior

leadership team of c.530 (defined as those

receiving long term incentives) was 25%. This

compares to 22% in 2023 and 20% in 2022.

Sustainability

I am pleased with the progress Bunzl has made

with its sustainability ambitions over 2024. In

2023 we followed the Science Based Target

initiative (‘SBTi’) Net Zero Standard to develop

ourtransition plan and are pleased that this was

formally approved by the SBTi in 2024. Bunzl’s

consolidated delivery model and strategic focus

on operational efficiency continues to support the

reduction of Bunzl’s direct carbon emissions,

which include scope 1 and scope 2 emissions.

However, with c.99% of our carbon emissions

being scope 3, the success of our transition plan

istherefore reliant on successful engagement and

collaboration with our suppliers, which we made

significant progress on in 2024. Furthermore, we

continue to innovate on product offerings that

support our customers to move to products

better suited to the circular economy. This

included a c.30% increase in our emerging

exclusive sustainable own brand SKUs, under the

EcoSystems, Verive, Sustain and Revive brands.

Dividend

The Board is recommending a final dividend of

53.8p, 7.4% higher than the prior year, resulting

ina full year dividend of 73.9p. This represents

an8.2% increase in the total dividend compared

to 2023 and is Bunzl’s 32

consecutive year of

annual dividend growth. The Group’s dividend

cover reduced to just over 2.6 times, with further

normalisation of dividend cover expected in 2025.

The Group remains committed to ensuring

sustainable dividend growth.

Governance

It was announced on 12 December that Lloyd

Pitchford, who joined the Board in March 2017

and is currently the Chair of the Audit Committee,

will be stepping down from his position at the

conclusion of the Company’s Annual General

Meeting (‘AGM’) on 23 April 2025. Lloyd’s

independent advice and wise counsel have been

greatly appreciated, and he leaves the Board with

the Company’s gratitude and best wishes.

On 16 December 2024 Daniela Barone Soares

OBE and Julia Wilson were appointed as

non-executive directors of the Group. Daniela’s

Environmental, Social and Governance (‘ESG’)

credentials and in-depth knowledge of the role

technology can play in driving change will be

avaluable addition to the Board and will further

enhance our ESG capabilities. Furthermore,

Daniela brings considerable international

experience, having also previously worked in

theUSA, Brazil and Europe. As the Company

continues to expand and develop, Julia's extensive

audit and UK regulatory expertise and significant

executive-level strategic and financial leadership

experience will be of great value. Julia will succeed

Lloyd as Audit Committee Chair. The proportion

offemale directors on the Board is 50%, while

female representation on our Executive

Committee remains at 40%.

Peter Ventress

Chairman

3 March 2025

I have great confidence that the

entrepreneurialism and agility of our

people, supported by the diversification

of our portfolio, and the overall resilient

nature of the Group, will continue

todeliver long term growth and

shareholdervalue.”

KEY TAKEAWAYS

£700m p.a.

capital allocation commitment for each

ofthe years 2025-2027

£450m

2024 completed buyback plus the

announced 2025 buyback

Women in senior leadership

25%

SBTi approval

for net zero transition plan

Progressive dividend

Consistent execution of our strategy, supported by the Group’s inherent resilience,

has enabled Bunzl to achieve 32 years of consecutive annual dividend increases.

Since 2004, we have returned a total of £2.4 billion of cash to shareholders

through our progressive dividend policy. We remain committed to

sustainable annual dividend increases.

8.2%

total dividend per share growth

in 2024

Years of consecutive

dividend increases

Dividend per share

CAGR 9.5%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 07

The performance of our business

year on year always delivers returns

for stakeholders. However, none of

this would be possible without the

hard work and dedication of our

international teams, who work

tirelessly across the world to deliver

the best service possible for each

and every one of our customers.”

INVESTMENT CASE

A STRONG TRACK RECORD

FOR DELIVERING GROWTH

AND RETURNS TO

SHAREHOLDERS

A DIVERSIFIED, BALANCED

AND RESILIENT BUSINESS

CONSISTENT

COMPOUNDING GROWTH

STRATEGY WITH STRONG

TRACK RECORD

SIGNIFICANT

OPPORTUNITIES FOR

FUTURE GROWTH

SUSTAINABLE AND

EQUITABLE GROWTH

HIGHLY CASH GENERATIVE

AND STRONG FINANCIAL

DISCIPLINE

CAPITAL ALLOCATION

VISIBILITY TO ENHANCE

SHAREHOLDER RETURNS

A DIVERSIFIED, BALANCED

AND RESILIENT BUSINESS

• Value-added service around essential

products

• Operating across a diverse range of end

markets and geographies

• Low customer and supplier concentration

• Long term customer and supplier

relationships

countries globally in which

Bunzl is present

customer focused market sectors

>20 years

average length of partnership with top

40North America customers

c.28%

current own brand penetration

CONSISTENT COMPOUNDING

GROWTH STRATEGY WITH

STRONG TRACK RECORD

• Strategic focus on profitable organic growth,

operating model improvements, and

self-funded acquisitions

• Strong track record of growth in revenue,

adjusted operating profit and adjusted

earnings per share

• Long term dividend growth and total

shareholder return

227

announced acquisitions

since 2004

c.9%

adjusted operating profit

CAGR since 2004

194.3p

adjusted earnings per share

, growing from

31.7p in 2004 at c.9% CAGR

32 years

of consecutive annual dividend growth

1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

Bunzl has a compounding growth strategy that consistently delivers,

with sustainability a vital part of the equation.

08 BUNZL Annual Report 2024

HIGHLY CASH GENERATIVE

AND STRONG FINANCIAL

DISCIPLINE

• Consistently strong cash conversion

• Disciplined capital allocation

• Strong returns achieved

93%

cash conversion

14.8%

return on invested capital

43.2%

return on average operating capital

CAPITAL ALLOCATION

VISIBILITY TO ENHANCE

SHAREHOLDER RETURNS

• Balance sheet supports additional

investment in acquisitions with new

minimum spend commitment each

yearupto 2027

• Consistency of cash generation supports

additional shareholder returns

c.£700m p.a.

committed primarily to be invested in

value-accretive acquisitions and, subject to

acquisition spend, returns of capital in each

of the three years ending 31 December 2027

£450m

2024 completed buyback plus the

announced 2025 buyback

2.6x

dividend cover in 2024, with further

normalisation planned

SUSTAINABLE AND

EQUITABLE GROWTH

• Industry-leading ethical supplieraudits

• Carbon efficiency through consolidation

and customer collaboration

• Proactive leader in the transition

toalternative material products

• Decentralised business model supports

people and customer focus

c.97%

purchasing spend

in low risk regions

orassessed or compliant suppliers in

highriskregions

18%

reduction in scope 1 and 2 emissions

since2019

10%

of Group revenue generated by consumables

with an opportunity to transition in 2024

50%

of Board members and 40% ofour Executive

Committee are female

SIGNIFICANT

OPPORTUNITIES FOR

FUTURE GROWTH

• Significant opportunities for growth in

existing countries and markets through

consolidation of fragmented markets

• Scope for further geographic and new

sector expansion

• Strong balance sheet to support acquisition

opportunities

£6.1bn

self-funded committed acquisition

spendfrom 2004 to 2024

1.8x

net debt to EBITDA

provides substantial

capacity for further self-funded acquisitions

1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

2. c.97% 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 costs which include freight, duties and FX related costs.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 09

// CHIEF EXECUTIVE'S STATEMENT

Overview

Bunzl has delivered another year of strong

adjusted operating profit growth, building on

itstrack record of consistent annual earnings

growth, and highlighting the resilience of Bunzl’s

business model and the success of its

compounding growth strategy, underpinned by

the ingenuity and dedication of its people. Over

2024, our operating margin continued to expand,

and we saw a recovery from a period of organic

revenue decline as revenue trends improved in

the second half of the year. Operating margin

remains sustainably higher than the levels

achieved historically, having expanded from 6.9%

in 2019 to 8.3% at constant exchange rates. This

margin expansion has been supported by both

higher margin acquisitions and good margin

management initiatives, including the

development of own brand, as well as our

continual focus on operational efficiency and

increasing value-added services to customers.

Bunzl has had a record year of allocating capital

toacquisitions, with 13 announced in 2024.

Overthe year, acquisitions included our first

geographic expansion into Finland and Bunzl’s

acquisition ofNisbets, a leading, high quality

distributor ofcatering equipment and

consumables with a strong own brand portfolio

and excellent digital capabilities. Bunzl continues

to focus on disciplined portfolio management,

regularly reviewing its portfolio of companies,

anddisposed of two small businesses in 2024

andanother in January 2025.

Alongside our sustainability and digital

capabilities, the development of innovative own

brand ranges continues to strengthen Bunzl’s

competitive advantage, as we create products

that drive value and meet specific customer

needs, at compelling prices. Approximately 28%

ofour revenue in 2024 was delivered through the

sale of own brand products, with our largest

business in North America achieving a particularly

strong increase in own brand penetration over

the year. Importantly, and across the Group, we

continue to collaborate with our strategic third

party branded supplier partners to provide

unparalleled choice for our customers.

DELIVERING HIGHLY

RESILIENT

COMPOUNDING GROWTH

3.1%

revenue growth

8.3%

operating margin

7.2%

adjusted operating

profit

1,2

growth

1. Alternative performance measure (see Note 3 to the

consolidated financial statements on page 151 in our

Annual Report).

2. At constant exchange rates.

1.8x

adjusted net debt to EBITDA

£634m

free cash flow

£883m

record committed spend

on acquisitions

FRANK VAN ZANTEN

Chief Executive Officer

10 BUNZL Annual Report 2024

Operating performance

The commentary below is stated at constant

exchange rates unless otherwise highlighted.

Revenue

Revenue increased by 3.1% to £11,776.4 million.

Acquisition related revenue growth, net of

disposals, of 5.1% and a 0.4% benefit from an

additional trading day in the year were partially

offset by an underlying revenue decline of 2.4%.

Organic revenue decline, which is not adjusted for

the impact of the number of trading days in the

year, was 2.0%. The decline in underlying revenue

was mainly driven by deflation across North

America, Continental Europe and UK & Ireland;

strategic changes in our US foodservice

redistribution business to increase our own brand

penetration, which alongside price competition

resulting from the deflationary environment, led

to volume softness; and the expected impact

from transitioning ownership of customer specific

inventory to our customers in our US retail

business in the first half of the year. Underlying

revenue in the second half was flat, driven by

Group volumes returning to slight growth and

asmall easing of deflation driven by Continental

Europe and UK & Ireland, although deflation

persisted in North America longer than expected.

Net deflation is expected to remain a headwind

toGroup revenue heading into 2025.

Safety, cleaning & hygiene and

healthcare – total organic revenue in the safety,

cleaning & hygiene and healthcare businesses

saw a 0.4% increase over the year. Moderate

growth in our safety sector was driven by strong

growth in Rest of the World, supported by

inflation as well as volume growth, but partially

offset by more mixed trading elsewhere. The

cleaning & hygiene sector saw some volume

growth, however, deflation more than offset this

leading to a moderate organic revenue decline.

Organic revenue in our healthcare businesses

saw good growth, driven by Rest of the World.

KEY TAKEAWAYS

Continued acquisition success, with

13 acquisitions

announced in 2024, including acquisition

of Nisbets and firstacquisition in Finland

c.28%

own brand penetration vs c.25% in 2023

c.45%

increase in our emerging exclusive

sustainable own brand

SKUs vs 2023

Increased digital order percentage to

75%

vs. 72% in 2023; further enhancing

customer stickiness and increasing

lowtouch customer ordering

warehouse relocations and

consolidations, further driving

operatingefficiency

ACQUISITIONS SUPPORT BUNZL’S STRATEGIC DEVELOPMENT

Strengthening our capabilities and further consolidating fragmented markets

MARKET EXPANSION

• Share gains in existing markets

• Expansion into new sectors within

existing countries

• Platform acquisitions – for example,

recent entries into Poland and Finland,

and acquisition in Germany which

materially increased Bunzl’s presence

SECTOR DEVELOPMENT

• Focus towards higher value-added

distribution sectors

• c.70% of announced acquisitions have

been in the Healthcare, C&H and Safety

sectors over last five years

• These three sectors have good structural

drivers and support GDP plus organic

growth opportunity

BUILDING CAPABILITIES

AND SCALE

• Enhanced digital capabilities across

theGroup

• Talent growth; c.8,000 more employees

over last five years

• Supportive to own brand penetration;

significant increase to c.28% of revenue

in2024

• Scale provides purchasing benefits;

revenue 30%

higher than in 2019

ENHANCING GROUP MARGIN

• Group margin supported by strategy

toincrease level of value added

distribution services, which has

driventhe acquisitions in Healthcare,

C&Hand Safety

• c.50% Bunzl’s operating margin

expansion since 2019 is attributable

tohigher margin acquisitions

1. At constant exchange rates

2. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151 in our Annual Report).

3. EcoSystems, Verive, Sustain and Revive own brands.

4. Excluding acquisitions made in 2024.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 11

// CHIEF EXECUTIVE'S STATEMENT continued

Grocery and other sectors – total organic

revenue in the grocery and other sectors

declinedby 1.8%, with volume growth, driven by

net business wins in North America, more than

offset by deflation.

Foodservice and retail – total organic revenue in

foodservice and retail combined declined by 4.2%.

Deflationary pressures contributed a large part of

the decline, in addition to the volume impact of

strategic actions taken in our US foodservice

redistribution business and US retail business, as

well as a retail customer loss in the US. Volumes in

our US foodservice redistribution business

stabilised during the second half of the year and

actions taken in North America’s retail business

drove growth in adjusted operating profit for the

sector over the year, alongside a strong increase

inreturn on average capital employed.

Profit and earnings

Adjusted operating profit for the year was

£976.1million, an increase of 7.2%. Operating

margin increased to 8.3% compared to 8.0%

in2023, supported by both higher margin

acquisitions and an underlying margin

improvement. Group gross margin expanded

strongly, supported by acquisitions and own

brand development, but was partly offset by a

higher operating costs to sales ratio. Operating

cost inflation was moderate, with wage inflation

remaining higher than typical levels in UK &

Ireland and Continental Europe, although wage

inflation was at more typical levels in North

America. Wage inflation in Continental Europe and

UK & Ireland is expected to normalise in 2025,

although the UK is expected to be impacted by

increased National Insurance and National Living

Wage costs. Property cost inflation remains high

linked to lease renewals, but fuel and freight

inflation was well managed over the year,

supported by contract retendering in North

America. Continental Europe was particularly

impacted by its relatively high cost to serve

operating model, and the business area has an

active focus on cost initiatives heading into 2025.

Operating cost efficiency programmes, including

warehouse consolidations and relocations, were

a partial offset to inflation. Reported operating

profit was £799.3 million, an increase of 5.0% (up

1.3% at actual exchange rates).

The effective tax rate of 25.5% was higher than the

25.0% in the prior year, reflecting the increase in

the UK statutory tax rate from 23.5% for calendar

year 2023 to 25.0% for 2024. The effective tax rate

in 2025 is expected to be around 26.0%.

Adjusted profit for the year was £650.5 million, an

increase of 5.5%. Adjusted earnings per share were

194.3p, an increase of 5.5%, and basic earnings per

share were 149.6p, a decrease of 0.9% (down 4.8%

at actual exchange rates), largely due to the

currency translation loss related to the disposal

ofour business in Argentina. The impact of the

2024 share buyback on weighted average shares

was limited given the timing of execution was

towards the end of the year. The number of

ordinary shares in issue, less the shares held in

trust, on 31 December 2024 was 329.3 million, with

the £200 million share buyback announced for

2025 commencing at the start of January 2025.

STRONG AND RESILIENT GROWTH COMPOUNDER

A business model and strategy that delivers strong growth, high returns and resilience

Consistent long-term growth High return on invested capital

Highly resilient EPS growth

• Group revenue CAGR (‘14–’24): c.7%, alongside broadly

stableleverage

• Significant shareholder value creation since ‘04

• High return on invested capital

including significant

acquisitionspend (£2.6bn committed spend over the last

fiveyears)

• Consistently well ahead of Group WACC

• Low volatility of growth

• Resilient model (position in supply chain, diversification) and

consistent growth strategy (ongoing consolidation)

Adjusted EPS

2,3

Return on invested capital

EPS growth volatility

194.3

c.8%

CAGR

c.9%

CAGR

132.2

86.2

2014

2019

2024

13.6%

16.2%

15.1%

15.0%

15.5%

14.8%

WACC

2019 2020 2021 2022 2023 2024

19%

20%

28%

37%

Bunzl FTSE Support

Services

Basket of US

distributors

2014–24

2019–24

1. Leverage is adjusted net debt to EBITDA

which was 1.8x at the end of 2024 compared to 1.9x at the end of 2014.

2. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151 in our Annual Report).

3. At actual exchange rates.

4. Standard deviation of annual EPS growth.

5. Median standard deviation over time periods across: Amphenol, Builders FirstSource, Danaher, Fastenal, Genuine Parts Company,

Henry Shein, IDEX, Pool, Sherwin-Williams, Sysco, W.W. Grainger, Xylem.

12 BUNZL Annual Report 2024

Cash and returns

The Group’s cash generation continues to be

strong, with 93% cash conversion (operating cash

flow as a percentage of lease adjusted operating

profit) ahead of our 90% target.

Compared to 2023, free cash flow decreased by

1.5% at actual exchange rates, to £633.8 million,

due to a decrease in operating cash flow and an

increase in net interest paid excluding interest

onlease liabilities, partly offset by a lower cash

outflow relating to tax. 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 2024

was 1.8 times and compares to 1.2 times at

31December 2023.

Returns remained strong with return on average

operating capital of 43.2% (46.1% at 31 December

2023, 36.9% at 31 December 2019), while return

on invested capital was 14.8% (15.5% at 31

December 2023, 13.6% at 31 December 2019).

Strategy: organic growth and

operational efficiency

We remain committed to delivering growth

through our consistent compounding strategy

which focuses on organic growth, operational

efficiency and acquisitions. Key to this is our

continual focus on innovative solutions to support

our customers’ businesses. Over the year we have

continued increasing the percentage of own

brand products sold to our customers, as these

products enhance our value-added proposition

with specifications designed to meet our

customers’ needs, and they are offered at

compelling prices. Our own brand penetration is

currently c.28%, compared to c.25% in 2023, with

this increase driven by our initiatives in our largest

business in North America. Furthermore, we

continue to utilise own brands to support our

customers’ sustainability ambitions, with a c.30%

increase since 2023 in our emerging exclusive

sustainable own brand SKUs, under the

EcoSystems, Verive, Sustain and Revive brands.

The product ranges of these brands are better

suited to the circular economy. Overall, these

brands saw a c.45% increase in revenue over the

year, albeit from a small base. The growth of these

own brands has highlighted the strategic

importance of being able to provide cost-effective

sustainable solutions that meet legislative and

market needs. Overall, the proportion of Group

revenue, excluding revenue from acquisitions

made in 2024, attributable to non-packaging

products or packaging made from alternative

materials, both own brand and third party,

remained high at 86%.

We have increased the proportion of digital sales,

which accounted for 75% of orders over the year,

excluding acquisitions made in 2024, compared

to72% in 2023.

Pursuing operating efficiencies remains an

important part of our strategy to reduce the

impact of operating cost inflation. In 2024, we

have been able to partially offset operating cost

inflation through further optimisation of our

warehouse footprint with the consolidation of 14

warehouses and the relocation of an additional 5.

Furthermore, the business continues to look

foropportunities to utilise technology to drive

efficiency, such as through investments in

warehouse automation. The Group has an

ongoing focus on operating cost efficiencies

goinginto 2025.

Strategy: acquisitions and disposals

2024 was a record year for annual committed

acquisition spend, with £883 million committed,

surpassing the previous record level of

£616million in 2017. Bunzl’s average annual

committed spend over the last four years of

c.£550 million compares to an average of

c.£340million for the four year period ended

31December 2020 and c.£250 million for the

fouryear period ended 31 December 2016,

highlighting the step change in the level of

acquisition spend Bunzl has committed in

recentyears.

During 2024, Bunzl announced 13 acquisitions

across nine countries and five market sectors,

including our first entry into Finland, which further

extends our business in the Nordics where we

already have a strong presence. We also acquired

Nisbets, a leading, high quality distributor of

catering equipment and consumables in the UK &

Ireland, Northern Europe and Australasia, with a

strong own brand portfolio and excellent digital

capabilities. The integration of Nisbets is

progressing well, although market softness and

meaningful one-off supply chain challenges

earlier in 2024 have impacted financial results,

despite improved trading towards the end of the

year. With Nisbets strongly complementing our

existing businesses, various synergy projects will

bring financial benefit to a number of our

operating companies in 2025.

Bunzl regularly reviews its portfolio of

companies,and in 2024 completed the disposal

oftwo businesses with annualised revenue of

c.£17 million. In March, our business in Argentina

was sold to its management team, and in July, the

Group sold a German business which supplies

incontinence products. Furthermore, in January

2025 we sold our US R3 Safety business, Bunzl’s

only pure wholesale safety business in the US,

which generated revenue of c.£50 million in 2024.

This decision reflects Bunzl’s commitment to

ensuring optimal capital allocation across the

Group. Since 2022, Bunzl has disposed of four

businesses with a combined annual revenue in

their final year before disposal of c.£250 million

and combined operating margin of low to mid

single digit, well below the Group average.

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.

Frank van Zanten

Chief Executive Officer

3 March 2025

KEY TAKEAWAYS

Return on invested capital

14.8%

Return on average operating capital

43.2%

OUTLOOK FOR 2025

WE REITERATE OUR

GUIDANCEFOR 2025:

• Despite significant uncertainties

relating to the wider economic and

geopolitical landscape, the Group

expects robust revenue growth in 2025,

at constant exchange rates, driven by

announced acquisitions and slight

underlying revenue growth

• Group operating margin

is expected to

be maintained in-line with 2024 and to

remain substantially higher compared

to pre-pandemic levels, driven by

higher margin acquisitions, as well as

agood underlying margin increase

• Other aspects of our full year 2025

guidance, are: (1) the full year effective

tax rate is expected to be around

26.0%; (2) the Group expects net

finance expenses to be around

£115million

1. Alternative performance measure (see Note 3 to the

consolidated financial statements on page 151).

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 13

// CHIEF EXECUTIVE'S STATEMENT continued

2024 AQUISITIONS

Acquisition Completion Description

Pamark Group

February 2024

• A leading distributor of cleaning & hygiene, healthcare, foodservice and safety products to a broad range of customers in Finland

• Bunzl’s anchor acquisition into Finland

• Revenue of EUR 56 million in 2023 (c.£49 million)

Nisbets

May 2024

• A leading high quality distributor of catering equipment and consumables in the UK & Ireland, Northern Europe and Australasia, with a strong own brand

portfolio and excellent digital capabilities

• Revenue of £498 million in 2023

Clean Spot

June 2024

• A distributor of cleaning & hygiene products and equipment in Canada

• Revenue of CAD 7 million in 2023 (c.£4 million)

Sistemas De Embalaje

Anper

June 2024 • A distributor of industrial packaging to end-users in Spain

• Revenue of EUR 28 million in 2023 (c.£24 million)

Holland Packaging

June 2024

• A distributor of bespoke and customised packaging products and supplies to e-commerce focused companies based in the Netherlands

• Revenue of EUR 16 million in 2023 (c.£14 million)

RCL Implantes

July 2024

• A distributor specialising in surgical and medical devices in Brazil

• Revenue of BRL 112 million in 2023 (c.£18 million)

PowerVac

July 2024 • A distributor of commercial and industrial cleaning equipment in Western Australia

• Revenue of AUD 10 million in 2023 (c.£5 million)

Cermerón

August 2024 • Regional distributor of cleaning & hygiene products to foodservice and hospitality customers in Southern Spain

• Revenue of EUR 13 million in 2023 (c.£11 million)

Cubro Group

September 2024 • The leading distributor of mobility aids and clinical furniture to the aged care, community care, and hospital markets in New Zealand

• Revenue of NZD 92 million (c.£44 million) in the year to March 2024

DBM Medical Group

September 2024 • A specialist distributor of orthopaedic surgery products in New Zealand

• Revenue of NZD 16 million (c.£7 million) in the year to June 2024

Arrow County Supplies

October 2024 • Distributor of cleaning and hygiene products in the UK, with a strong own brand portfolio

• Revenue of £24 million in 2023

C&C Group

October 2024 • A specialist foodservice business that complements our existing commercial catering businesses in the UK

• Revenue of £26 million in the year to April 2024

Comodis

December 2024 • A leading distributor of cleaning and hygiene products in the Rhône-Alpes region of France, strengthening our presence in this region

• Revenue of EUR 23 million (c.£20 million) in the year to March 2024

14 BUNZL Annual Report 2024

Members of the Executive Committee

Leaders from across the Group meet regularly to review performance, discuss trends affecting our

businesses and seek further opportunities for growth and competitive advantage.

Board of Directors

pages 86 and 87

Frank van Zanten

Chief Executive

Officer

Diana Breeze

Director of Group

Human Resources

Richard Howes

Chief Financial

Officer

Suzanne Jefferies

General Counsel and

Company Secretary

Andrew Mooney

Director of Corporate

Development

Jim McCool

Chief Executive Officer,

North America

Dale Stokes

Managing Director,

UK & Ireland

Jonathan Taylor

Managing Director,

Latin America

Scott Mayne

Managing Director,

Asia Pacific

Mark Jordan

Group Chief Information

Officer

Alberto Grau

Managing Director,

Continental Europe

OUR LEADERSHIP TEAM

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 15

// BUSINESS AREA REVIEW

STRONG MARGINS IN

NORTH AMERICA

In North America, revenue declined by 2.6%

to£6,568.1 million, with underlying revenue

declining by 3.4%, driven by deflation which

impacted our foodservice and grocery

businessesin particular. Volumes were impacted

by reductions in our foodservice redistribution

and US retail businesses but grew overall in the

second half of the year supported by a business

win. Despite the revenue decline, adjusted

operating profit improved slightly, to

£515.6million with operating margin increasing

to7.9%, up from 7.6% in the prior year. Margin

wassupported by ongoing margin management

initiatives and continued strong growth in own

brands, particularly in our grocery and

foodservice segments.

Our business which supports the US grocery

sector saw volume growth, driven by net

businesswins. Favourable margin management

and strong growth in own brands drove

modestimprovement in operating margin.

Ourconvenience store sector was impacted

meaningfully by volume loss in certain

productcategories.

JIM McCOOL

Chief Executive Officer,

North America

KEY TAKEAWAYS

56% of revenue and 51% of adjusted

operating profit

1, 2

Revenue

£6,568.1m

(2023: £6,973.5m)

Growth at constant

exchange

(2.6)%

Underlying

growth

(3.4)%

Adjusted operating

profit

£515.6m

(2023: £528.0m)

Growth at constant

exchange

1.0%

Operating margin

7.9%

(2023: 7.6%)

1 Alternative performance measure

(see Note 3 to the consolidated financial

statementson page 151 in our Annual Report).

2 Based on adjusted operating profit and

beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on

page 154 in our Annual Report).

Moderately lower volumes in our foodservice

redistribution business were driven by the impact

of strategic changes in the business to drive more

own brand penetration, alongside increased price

competition resulting from the deflationary

environment. Volumes stabilised during the

second half of the year. Increased own brand

penetration supported margin growth, offsetting

some of the impact of the revenue decline.

Our other sub-sectors within foodservice, food

processor and agriculture, delivered slight volume

growth combined, with our agriculture sector

recovering from weather driven weakness in the

first half of 2023. Margins in our food processor

business benefitted from good margin

management.

Revenue from the distribution of cleaning &

hygiene products declined modestly, as price

deflation was offset in part by growth in own

brand product categories.

Revenue in our retail supplies business declined

due to the annualised impact of transitioning

ownership of customer specific inventory to

certain customers in the first half, as well as a

customer loss. However, adjusted operating profit

grew strongly, driven by a favourable mix shift

towards higher margin packaging, sourcing

initiatives and well-controlled operating costs.

Overall, volumes across our safety businesses

were stable, with good growth in our PPE

business offset by category losses with certain

customers in our asset management business.

Inclusive of a small deflation impact, revenue was

slightly lower, although operating margin

expanded due to strong margin management.

Finally, our business in Canada experienced

moderate revenue growth, driven by acquisitions.

Underlying revenue declined modestly, driven by

price deflation and legislative-driven impacts in

certain categories, and underlying operating

profit grew modestly, primarily as a result of good

margin management.

16 BUNZL Annual Report 2024

EFFICIENCY FOCUS IN

CONTINENTAL EUROPE

KEY TAKEAWAYS

20% of revenue and 21% of adjusted

operating profit

1, 2

Revenue

£2,377.1m

(2023: £2,354.9m)

Growth at constant

exchange

4.1%

Underlying

growth

(1.7)%

Adjusted operating

profit

£210.8m

(2023: £224.7m)

Growth at constant

exchange

(3.1)%

Operating margin

8.9%

(2023: 9.5%)

1 Alternative performance measure

(see Note 3 to the consolidated financial

statementson page 151 in our Annual Report).

2 Based on adjusted operating profit and

beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on

page 154 in our Annual Report).

Revenue in Continental Europe grew by

4.1%to£2,377.1 million, driven by acquisitions.

Underlying revenue declined by 1.7%, driven by

price deflation which particularly impacted our

cleaning & hygiene, grocery and retail businesses

in our largest markets. Adjusted operating profit

decreased by 3.1% to £210.8 million, with a

decline in operating margin from 9.5% to 8.9%

reflective of the impact of selling price deflation,

as well as operating cost inflation against a

relatively high cost to serve operating model.

Operating cost inflation was driven by higher

thantypical wage inflation throughout the year,

renewal-linked property inflation and fuel and

freight inflation. The second half of the year

wasparticularly impacted. These dynamics

wereaparticular headwind for operating profit

performance in France, certain businesses in

theNetherlands and in Denmark, although

thesewere partially offset by increased profit

from Spain driven by very strong revenue growth.

We have an active focus on cost initiatives

heading into 2025.

In France, volumes in our cleaning & hygiene

businesses delivered some growth with public

sector and foodservice customers. Our safety

business revenue declined as some growth with

larger customers was not sufficient to offset

weaker demand from smaller accounts.

Revenue declined in our foodservice business

aslower revenues from specific domestic and

exportcustomers combined with flat revenue

from public sector customers. Overall, moderate

revenue decline alongside operating cost growth

significantly impacted the operating margin

across France in 2024. Optimising operating

costsis a key focus for the country, with a new

Warehouse Management System introduced in

our cleaning & hygiene businesses and with one

of our safety warehouses consolidated into

another. During 2025 we will be carrying out

alarge consolidation of our cleaning & hygiene

logistics footprint, including the implementation

of a new National Distribution Centre.

Revenue in Spain grew very strongly, driven by

acquisitions as well as strong underlying growth,

with strong volume growth in our cleaning &

hygiene and packaging businesses. Growth

wasdriven by new customers and new product

rangesin the packaging business. Our safety

businesses saw some growth, but revenue in

ouronline healthcare businesses was impacted

by weaker demand.

In the Netherlands, our healthcare business was

stable, whilst volumes in our grocery and retail

businesses were impacted by changing consumer

needs. Revenue in our foodservice business

declined moderately, and our safety businesses

declined slightly as a result of a slowdown in

construction and industry sectors. Overall,

revenue across the Netherlands benefited from

recent acquisitions.

In Belgium, our cleaning & hygiene businesses

achieved some volume growth in healthcare

andpublic sector channels. In Germany, our

foodservice business delivered good volume

growth from new customers, and the back office

functions were merged with our smaller cleaning

& hygiene business. Our online cleaning &

hygiene business grew strongly.

In Denmark, revenue in our foodservice business

declined meaningfully, driven by deflation.

Revenue in our safety business grew strongly

dueto increased activity from customers in the

shipping and pharmaceutical sectors. Overall

revenue in the country decreased and profit

performance was impacted by strong operating

cost inflation.

In Turkey, volumes declined as we continue to

focus on business that can be profitable in a

hyperinflationary environment, while our

businesses in Switzerland delivered good volume

growth, supported by good performance with

healthcare customers, although deflation more

than offset this.

ALBERTO GRAU

Managing Director,

Continental Europe

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 17

// BUSINESS AREA REVIEW continued

INVESTING AND IMPROVING IN

UK & IRELAND

KEY TAKEAWAYS

14% of revenue and 13% of adjusted

operating profit

1, 2

Revenue

£1,625.8m

(2023: £1,365.5m)

Growth at constant

exchange

19.3%

Underlying

growth

(4.2)%

Adjusted operating

profit

£135.1m

(2023: £103.4m)

Growth at constant

exchange

31.0%

Operating margin

8.3%

(2023: 7.6%)

1 Alternative performance measure

(see Note 3 to the consolidated financial

statementson page 151 in our Annual Report).

2 Based on adjusted operating profit and

beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on

page 154 in our Annual Report).

In UK & Ireland, revenue increased by 19.3% to

£1,625.8 million due to the impact of acquisitions.

This was mainly due to the additional sales from

Nisbets, acquired in late May 2024, which more

than offset a decline of 4.2% in underlying

revenue. The underlying business revenue decline

reflects both price deflation, which impacted our

cleaning & hygiene, foodservice and grocery

businesses in particular, and softer volumes,

particularly in the safety, retail and foodservice

sectors. Despite the challenging sales

environment, the businesses within UK & Ireland

generated a significant increase in operating

margin which improved from 7.6% to 8.3%, with

adjusted operating profit increasing by 31.0% to

£135.1 million. Operating profit growth was driven

by acquisitions, alongside an improvement in

underlying operating profit, supported by a

continued focus on good margin management.

Our cleaning & hygiene and care businesses

sawmoderate volume growth overall, supported

by additional customer wins and the acquisition

ofArrow County Supplies in October. Our strong

sustainability led value proposition to

customerscontinues to be attractive to both

existing and prospective customers and

contributed to significant growth in operating

margins in the year.

The safety businesses experienced a slight

increase in revenues in 2024, due to the full year

impact of the 2023 acquisition of EHM and was

further supported by some new contract wins

through the course of the year, in the context

ofavery challenging year for construction.

Thebusiness has continued to invest in new

operationally efficient locations to deliver

outstanding levels of service to customers and

iswell placed to take advantage of opportunities

within housebuilding and other infrastructure

projects in 2025.

Volumes in our grocery business were stable,

butvolumes in our non-food retail businesses

saw a moderate decline due to our customers

experiencing softer demand from consumers.

Our non-food packaging business aimed primarily

at the luxury end of fashion and jewellery has

been negatively impacted by reduced demand

from consumers in both Asia and in Europe. We

continue to work with Group companies around

the world to provide local fulfilment services

in-house which enhances our added value offer

tointernational customers and provides growth

opportunities. Despite challenging market

conditions our businesses were able to benefit

from several product sourcing initiatives.

Our foodservice businesses saw a slight decline

inunderlying volumes given a tough trading

environment for customers, but the businesses

delivered year-on-year operating profit growth

asa result of strong margin management.

DALE STOKES

Managing Director,

UK & Ireland

Total foodservice revenues benefited from

acquisitions, particularly the acquisition of

Nisbets. Over the year, some key customer

contract renewals have continued to demonstrate

our strong sustainability offering, including our

ability to provide sustainable and innovative

product alternatives. Nisbets was impacted by

market softness and meaningful one-off supply

chain challenges earlier in 2024, but ended the

year with positive momentum and with synergy

projects to benefit in 2025.

Revenue in our businesses in Ireland was

slightlydown, with volume growth, despite some

weakness in the foodservice sector, more than

offset by deflation. The continued investments

inour operations, including the enhancements

made to our warehouse management systems,

led to significant warehouse productivity benefits

and transport savings. Some notable recent

retailsector wins provide opportunities for

growth in 2025.

18 BUNZL Annual Report 2024

MANAGING STRONG GROWTH IN

REST OF THE WORLD

KEY TAKEAWAYS

10% of revenue and 15% of adjusted

operating profit

1, 2

Revenue

£1,205.4m

(2023: £1,103.2m)

Growth at constant

exchange

17.1%

Underlying

growth

5.5%

Adjusted operating

profit

£146.2m

(2023: £119.6m)

Growth at constant

exchange

32.3%

Operating margin

12.1%

(2023: 10.8%)

1 Alternative performance measure

(see Note 3 to the consolidated financial

statementson page 151 in our Annual Report).

2 Based on adjusted operating profit and

beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on

page 154 in our Annual Report).

In Rest of the World, revenue increased 17.1%

to£1,205.4 million, mainly driven by acquisitions,

with underlying revenue increasing by 5.5% driven

by strong volume growth in Latin America, and

both volume and inflation support in Asia Pacific.

Adjusted operating profit grew by 32.3% to

£146.2million with operating margin increasing

from 10.8% to 12.1%, driven by positive

contributions from acquisitions and supported

bygood margin management.

In Brazil, our safety businesses delivered very

strong sales growth, with strong underlying

revenue growth complemented by the benefit

from acquisitions, although operating margins

were lower driven by sharp currency devaluation.

Our healthcare businesses delivered strong

underlying growth, with revenue overall

substantially higher driven by the acquisition of

CT Group in December 2023 and RCL in July 2024,

and with a significantly higher margin reflective of

the inclusion of these businesses, as well as

improvements in both third party brand and own

brand segments.

Our cleaning & hygiene businesses had a very

strong year as integration of Groupo Lanlimp,

acquired in November 2023, yielded both sales

growth and much higher operating margins.

Finally, our foodservice business showed very

strong underlying growth in both sales and

operating profit as it benefitted from new

customer wins and gaining share with

existingcustomers.

In Chile, our safety businesses also showed good

sales growth, but competition impacted operating

margin. Our foodservice business delivered

strong sales and operating profit growth, as

operational improvements implemented at the

start of the year supported good performance.

Our Safety business in Mexico delivered good

volume growth, supported by high growth in

e-commerce sales, and benefitted from strong

margin management.

Bunzl Australia and New Zealand, our largest

business in Asia Pacific, saw strong revenue and

adjusted profit growth, with the benefit of

acquisitions supported by moderate underlying

growth, and strong operating margin expansion

JONATHAN TAYLOR

Managing Director,

Latin America

SCOTT MAYNE

Managing Director,

Asia Pacific

driven by margin management. Growth continued

to be driven by the healthcare sector across both

aged care and hospitals, with food processor also

performing well, offset somewhat by lower sales

in facilities management and hospitality.

Our MedTech business and specialist healthcare

operations in Australia and New Zealand

continued to deliver good sales growth, and

further benefitted from the acquisitions of Cubro

Group and DBM Medical Group in September

2024, with operating margin expansion.

Our Australian safety business had good growth

with strong sales growth in its direct to end user

division outpacing slightly weaker demand in the

redistribution business, which sells to distributors.

The emergency services business saw very

stronggrowth, fulfilling several large government

orders across the year. The business also

focusedon developing its service offering in both

government and the resource sector to ensure

ongoing sales revenue.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 19

// MARKET DYNAMICS

FOCUSING ON

ATTRACTIVE END

MARKETS WITH

STRUCTURAL

GROWTH

Our GDP plus underlying growth model is supported

byactivity within our attractive mix of end markets and

further supported by structural growth opportunities

across these end markets.

OUR MARKET SECTORS

SAFETY

Trends

• Increasing levels of

safety standards and

compliance

• Greater focus on

employee well-being

• Increasingly fashion

conscious products

broaden appeal

HEALTHCARE

Trends

• Growth of care at home

andageing population

• Increased focus on

preventative healthcare

• Increasing spend on

healthcare

CLEANING

& HYGIENE

Trends

• Enhanced cleaning

protocols

• Technology to improve

cleaning efficiency

• Increasing return to

office working

• Opportunity to support

customers with

innovative, sustainable

solutions

GROCERY

Trends

• Willingness to outsource

non-food essentials

• Sustainable packaging

growthwith transition

toalternative products

• Omnichannel strategy

supports broadening of

product range

• Resilient demand for

products through market

cycles

FOODSERVICE

Trends

• Eating away from home

• Home delivery

• Sustainable packaging

growthwith transition

toalternative products

• Sector recovery post the

Covid-19 pandemic

RETAIL

Trends

• Bricks and mortar retail

underpressure

• Omnichannel strategy

offsetsthis; online retail

isagrowth area

• Sustainable packaging

growthwith transition

toalternative products

REVENUE OPPORTUNITY IN

THE MEDIUM TERM

20 BUNZL Annual Report 2024

Group-wide warehouse

consolidations and

relocations, partially

offsetting property

costinflation

Commenced significant

restructuring project

tooptimise warehouse

footprint in France; to

becompleted 2026

Wage inflation

• North America: at

typical levels in 2024

• Continental Europe:

remained elevated in

2024; expected to

normalise in2025

• UK & Ireland:

remainedelevated in

2024; expected to

normalise in2025

• National Insurance and

National Living Wage

impact expected in 2025

Fuel and freight inflation

• Well managed, supported

by contract retendering

in North America

Property inflation

• Remains high, linked

torenewals

Ongoing focus on

operating cost

efficiencies across the

Group going into 2025

Operating margin

increase (8.3% in 2024

vs 8.0% in 2023):

• Strong gross margin

expansion supported

byacquisitions and own

brand development

• Partially offset by a

higher operating cost

tosales ratio

Sector

2024 sector

commentary

2024

revenue as %

ofGroup total

Organic

revenue

2024 vs 2019

Organic

revenue

2024 vs 2023

Safety

• Moderate revenue

growth driven by strong

growth in Rest of the

World, supported by

inflation as well as

volume growth, but

partially offset by more

mixed trading elsewhere

33%

vs 32% in 2023

7% 0%

Cleaning

& Hygiene

• Moderate organic

revenue decline with

some volume growth

more than offset by

deflation

Healthcare

• Good revenue growth,

driven by Rest of the

World

Grocery

• Volume growth, driven

by net business wins in

North America, more

than offset by deflation

30%

vs 30% in 2023

22% (2)%

Foodservice

• Deflation impact

alongside volume

softness in our US

foodservice

redistribution business

as we increased our own

brand penetration;

volumes stabilised in the

second half

37%

vs 38% in 2023

7% (4)%

Retail

• Actions in North America

drove increased

profitability and returns

1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

2. Also includes the ‘Other’ sector.

2024 SECTOR DEVELOPMENTS ENHANCING OPERATIONAL EFFICIENCY

Bunzl’s diversification across sectors and geographies is key

to its resilience, with Bunzl alsobenefitting from structural

end market growth drivers.

MODERATE OPERATING COST

INFLATION IN 2024

OPERATING MARGIN

INCREASE DRIVERS

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 21

// OUR BUSINESS MODEL

WE PROVIDE ESSENTIAL, TAILORED

BUSINESS SOLUTIONS GLOBALLY

PRODUCT COST

Cost to process

Cost of failure

Working capital investment

Sustainability risks

Logistical infrastructure

Established product expertise and supplier network

Innovation costs

Competitive product costs are just the tip of the iceberg

A ONE-STOP-SHOP OUR SERVICE AND VALUE PROPOSITION FOR OUR CUSTOMERS

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.

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

specialists

• Global supplier relationships

• Own brand portfolio

• Innovative product sourcing, including

those well suited to the circular economy

• Customer-specific products

• Competitive prices

• One-stop-shop for all products

in a single delivery

• Customised digital solutions

• Integrated ordering systems

• Analytical support to improve efficiencies

• Carbon savings through consolidated

deliveries

• On-time, in-full delivery; received

just-in-time

• Multiple delivery options that include

direct to site, cross dock or

warehouse replenishment

• Extensive distribution network with

regional and national coverage

WE SOURCE

WE CONSOLIDATE

WE DELIVER

22 BUNZL Annual Report 2024

OUR SOURCES OF COMPETITIVE ADVANTAGE

GENERATING VALUE FOR ALL OUR STAKEHOLDERS

Tailored solutions and value-added services Our people

Adding value to our customers’ operations,

ensuring products sourced meet our

customers’ needs and they receive their

orders on-time and in-full.

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.

Decentralised model Global and ethical sourcing

Comprising c.160 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.

Working with suppliers to give our customers

access to the best products and solutions,

withthe reassurance that they have been

ethically sourced.

International scale Sustainable and responsible solutions

With operations in 32 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 depth of expert advice, own brand ranges

and priority data help our customers navigate

the complex transition to newproducts and

solutions.

Acquisition track record Digital capabilities

We have a strong track record of successfully

integrating acquisitions, helping us to grow our

geographic footprint while retaining the ‘local’

feel of our acquired businesses.

Our tailored digital solutions enhance the

experience for our customers, supporting

customer retention, while increasing the

efficiency of our own operations.

Own brand portfolio Carbon efficient model

We have a growing portfolio of own brand

solutions that meet specific customer needs.

Our consolidation model achieves a reduced

carbon footprint in comparison to competitors

who process smaller, unconsolidated orders.

Customers

75%

of customer orders processeddigitally

Colleagues

76%

of our operating companies

participating in ‘Great Place to Work’

survey achieved accreditation

25%

senior leadership roles

filled by women

Shareholders

£450m

2024 completed buyback plus the

announced 2025 buyback

32yrs

of consecutive annual dividendgrowth

at 9.5% CAGR

Suppliers

33%

of suppliers

by emissions currently

have science-based targets in place

1,175

suppliers assessed

in 2024

Environment

18%

reduction in absolute scope 1and 2

carbon emissions since 2019

26%

more carbon efficient since2019

Read more about the value we create for stakeholders on page 26

1. Excluding acquisitions in 2024.

2. Comprising c.530 leaders who receive long term incentives as part of their remuneration.

3. Suppliers that are covered by our scope 3 supplier engagement target.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 23

RICHARD HOWES

Chief Financial Officer

// 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 2024, inclusive, Bunzl

2019–2024: REDUCTION IN LEVERAGE

Leverage

Cumulative free

cash flow

generated

£3.5bn

Total spend on acquisitions

and dividends

£3.9bn

2019 return on invested capital

13.6%

2024 return on invested capital

14.8%

2019 2023 2024

EBITDA

Net Debt

CAPITAL ALLOCATION PRIORITIES

Invest in the business

• Low risk, high-return investments remains our priority

• Asset light business model

Pay a progressive dividend

• 32 consecutive years of annual dividend growth

• Dividend cover expected to normalise further in 2025

Value-accretive acquisitions

• Acquisitions in our target 6–8x EV/EBITA range are highly accretive

• Record level of committed spend in 2024; active pipeline

Distribution of excess cash

• Initial £250m share buyback completed; further £200m underway

• Underpinned by strong cash generation and low leverage

has committed £6.1 billion in acquisitions to

support a growth strategy that has delivered

anannual adjusted earnings per share CAGR

between 2004 and 2024 of c.9%, and has

returned £2.7 billion to shareholders through

dividends and the 2024 share buyback.

2. Adjusted net debt to EBITDA

(see Note 3 to the consolidated financial statements on page 151).

Notes:

1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

1.8x1.2x1.9x

HEALTHY BALANCE SHEET AND STRONG CASH FLOW; OPPORTUNITIES TO ENHANCE SHAREHOLDER RETURNS

The strength of Bunzl’s performance and high

cash generation in recent years has resulted in

low leverage compared to an adjusted net debt

toEBITDA target of 2.0 to 2.5 times. This was

despite a step change in the level of

value-accretive acquisition spend in recent years.

As a result, in August 2024 the Group committed

to measures which are intended to steadily return

it to its target leverage range by the end of 2027.

24 BUNZL Annual Report 2024

COMMITTED TO RETURN TO ADJUSTED NET DEBT TO EBITDA TARGET RANGE OF 2.0–2.5x BY 2027

£883m

committed acquisition

spend in 2024

c.£700m p.a.

allocated towards value-accretive acquisitions and,

subject to acquisition spend, returns of capital

2027202620252024

£250m

Initial share buyback

completed in 2024

£200m

Share buyback initiated

in 2025

Capital returns to be

determined based on

2025 committed

acquisition spend

Capital returns to be

determined based on

2026 committed

acquisition spend

Value-accretive acquisitions remain our preference and our acquisition pipeline is active

Notes:

1. Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

2. Includes deferred and contingent consideration expected to be paid.

3. Share buyback amounts are in addition to net payments relating to employee share schemes.

As a highly cash-generative business, Bunzl is

expected to have significant capacity to continue

its proven strategy of completing value-accretive

acquisitions, and its acquisition pipeline remains

active within the very large and fragmented global

markets that it operates in. Aligned to Bunzl’s

disciplined capital allocation policy, and

supported by strong free cash flow generation,

Bunzl has committed to allocate c.£700 million

per annum, primarily to invest in value-accretive

acquisitions and, if required, returns of capital,

ineach of the three years ending 31 December

2027. If at the end of each year, the total

committed spend on value-accretive acquisitions

is below £700 million, the Group will return the

remainder to shareholders through a capital

return in the following year. In addition, and

recognising the Group’s strong balance sheet,

theBoard executed a £250 million share buyback

during the second half of 2024. A further share

buyback of £200 million is underway, with

£50million of shares purchased to date, and

theremainder to be executed during 2025.

Alongside the buyback, Bunzl committed

£883million to value-accretive acquisitions and

asat 31 December 2024 had an adjusted net debt

to EBITDA of 1.8 times.

2024 adjusted net debt to EBITDA

1.8x

Committed to return to adjusted net debt:

EBITDA

1,2

target range of

2.0–2.5x

by 2027

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 25

// OUR 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.

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.

1. Profitable organic growth

Use our competitive advantage to

support the growth of our customers and

to increase our market share.

2. Operating model

improvements

Daily focus on making our business

moreefficient.

3. Acquisition growth

Use our strong balance sheet and

excellentcash flow to consolidate

ourmarkets further.

Read more on page 27 Read more on page 27 Read more on pages 28 to 30

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

spend today is either in low

risk regions, or with assessed

and compliant suppliers in

high risk regions.

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

andget to net zero by 2050

at thelatest.

Providing tailored

solutions

Significantly increasing

theamountof recyclable,

compostable or reusable

packaging supplied to our

customers to help them meet

their targets.

Digital capabilities

Our tailored digital solutions enhance the experience for our

customers, supporting customer retention, while increasing

the efficiency of our own operations.

Reliability Transparency

Humility Responsiveness

DELIVERED THROUGH OUR VALUES

26 BUNZL Annual Report 2024

// STRATEGY IN ACTION

CASE STUDY

DRIVING ORGANIC GROWTH IN ACTION

Flagship sustainable own

branddevelopment

Over the past year, Bunzl has

achievedsignificant revenue growth

inour portfolio of emerging exclusive

sustainable own-brands. This has been

achieved through a focus on creating

highquality bespoke products which

aredesigned to help customers meet

their targets and avoid the impact of

legislation. These are flagship products

created in house within dedicated

brandswhich we have full control over,

todrive organic growth by meeting

market demands.

Additionally we offer unparalleled

choicefor our customers, through

offering dedicated ranges of

sustainablecommodity branded and

unbranded products in collaboration

withthird-partysuppliers.

CASE STUDY

OPERATIONAL

EFFICIENCY IN

ACTION

Investing in warehouse automation:

Autonomous Mobile Robots (AMRs)

During 2024, we have been exploring

investments in different AMR solutions

tailored to the product mix and

business case in various warehouses

across the Group. AMRs are designed

toimprove efficiency in order fulfilment

by optimising navigation, storage and

transportation of goods around a

warehouse. They also offer additional

health and safety benefits from

eliminating manual labour and distance

travelled for employees, reducing safety

incidents and fatigue.

North America example

At one of our North American

Distribution Centres, we have

successfully trialled the use of

autonomous pick carts, known as

Chucks. Implemented in the second half

of 2024, the Chucks have demonstrated

very strong efficiency benefits, and we

plan to invest further in this technology

in2025 at additional warehouses.

Reduction in seconds per pick

60%

Increase in lines per hour

150%

Continental Europe example

One of our businesses in Denmark

requires larger warehouse space

following a period of sustained growth,

tosupport future expansion.

We are taking the opportunity toinvest

inautomating a part of the warehouse,

installing a new ‘goods-to-man’ AMR

system. Products will be densely stored

in one area, with robotsbringing shelves

and pallets to a stationary employee

whothen packs the relevant items,

notonly improving order processing

efficiency, but also optimising the storage

space in the section of the warehouse

that is automated.

Expected improvement in picking

productivity compared to manual picking

Increase in emerging exclusive

sustainable own brand revenue

(2024 vs 2023)

45%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 27

// ACQUISITION CASE STUDY

GROWING OUR POTENTIAL

WITHIN

A NEW REGION

c.£49m

Pamark revenue in 2023

c.21,000

Pamark customer delivery

addresses

PAMARK GROUP

Entering a new country:

The right first business with

astrong management that

canbuild a pipeline

Pamark is Bunzl’s anchor acquisition in Finland,

and a leading distributor of cleaning & hygiene,

healthcare, foodservice and safety products

toa broad range of private and public sector

customers.

When entering a new market or geography,

Bunzl’s approach is to acquire one of the

market-leading businesses as an anchor

acquisition to serve as a strong platform

uponwhich to then build our presence in

thatmarket. When searching for anchor

acquisitions, one of the key criteria we are

looking for alongside the existing market

presence is a strong management team with

an established track record of growing their

businesses, and the ambition to accelerate this

growth further with the backing of Bunzl.

Pamark met all of these criteria, with the

company itself having been formed through

the merger of two leading Finnish companies,

Pamark Oy and MedKit Finland Oy in 2021.

They subsequently acquired Systeema Oy

in2022, demonstrating the strength of their

pipeline and the consolidation opportunity

inFinland, and giving the management team,

led by Minna Åman-Toivio, demonstrable

experience of accelerating their growth

through acquisition.

The support we have received in the past year is amazing.

There are at least 160 different operating companies to learn

fromin the Bunzl family. We truly appreciate having access to this

fantastic network and the knowledge we can gather. I am also very

excited by the new growth opportunities Bunzl is helping us to

unlock, and we are already working on a pipeline of several new

acquisition targets in Finland.”

Minna Åman-Toivio

Managing Director, Pamark

28 BUNZL Annual Report 2024

// ACQUISITION CASE STUDY

LEVERAGING OUR SCALE

TO ACCELERATE

GROWTH

>7x

New Zealand revenue

growth since 2020

OBEX

Acquisitions enable further

compounding growth

through bolt-ons

Critical to the success of our

compounding growth strategy are

theopportunities for subsequent

consolidation of our large and

fragmented markets. Acquisitions also

broaden our network of contacts and

expand our pipeline further.

A recent example that demonstrates

this has been our entry into the Asia

Pacific MedTech distribution sector

with the acquisition of Obex in 2021,

which was the market leader in this

sector in New Zealand. Obex provided

a strong foundation for Bunzl,

unlocking an additional pipeline of

opportunities sourced through its

management team. Since 2021, we

have completed three of these bolt-on

acquisitions: Toomac Ophthalmic &

Solutions, GRC and most recently DBM

in September 2024. These businesses

broaden Bunzl’s capabilities into other

sub-specialties within MedTech, and

also serve as Bunzl’s entry into

Australia MedTech.

Overall MedTech expansion has

supported significant growth in the

Asia Pacific Healthcare sector for Bunzl,

with the acquisition of Cubro most

recently in 2024 further supporting

Bunzl’s expansion in this sector.

I am delighted, that after careful evaluation of other potential acquirers in the mix, that

we chose to join the Bunzl family. Its proven to be the best decision for us. We came

to them with a list of acquisition targets that I knew very well from my experience

operating in the market, but which they were less familiar with. We have now executed

on purchasing three businesses on the list, with more remaining. It’s been great to

enter into this partnership and to receive Bunzl’s full backing and support to

accelerate our growth and expansion in this MedTech market segment together.”

Pieter Wijnhoud

Managing Director, Obex

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 29

NISBETS

Acquiring and integrating

aplatform ofscale

Nisbets is a leading high quality

distributorof catering equipment

andconsumables in the UK & Ireland,

NorthernEurope and Australasia.

When integrating acquisitions, sellers

retain the autonomy to continue running

their businesses in the same manner as

they had been doing successfully before

acquisition, with Bunzl adding additional

levels of financial reporting rigour and

riskmanagement.

Nisbets will provide Bunzl with its

expertisein direct response marketing

andeCommerce to strengthen the Group.

The integration of Nisbets has been

progressing well.

The teams have started to identify where

Bunzl’s scale can support opportunities

forgrowth. For Nisbets, the focus is on

purchasing opportunities with common

suppliers across the Group, and also

potentially cross-selling Nisbets’ strong

own brands elsewhere in the Group.

Thebenefits from common purchasing

synergies identified in the UK will start to

accrue in 2025, with the teams continuing

to identify further opportunities.

// ACQUISITION CASE STUDY

60%

Nisbets’ sales are own

brand products

Common suppliers with

other Bunzl businesses

identified in the UK

MARKET LEADER

WITH STRONG SYNERGY

POTENTIAL

We see tremendous growth opportunities ahead of

ourselves, and are keen to pursue these with the support

ofBunzl. Geographic expansion is something that Bunzl

cansupport us with as they have a presence in geographies

where we are not yet active. Where we are both active we

have reciprocal advantages of scale opportunities.”

Paul Rombouts

Managing Director, Nisbets

30 BUNZL Annual Report 2024

KEY PILLARS OF OUR PEOPLE STRATEGY – 2024 HIGHLIGHTS

GLOBAL STRENGTH

LOCAL AGILITY

// OUR PEOPLE

At Bunzl, we believe that every

employee has unlimited potential.

By actively listening to and valuing

each voice, we strive to create

anenvironment where everyone

can thrive and contribute to our

continued collective success.

Extending the Great Place to Work

survey in 2024, which yielded such

positive results, is an important

tool to help us to take our

performance to the next level.”

DIANA BREEZE

Director of Group Human Resources

We recognise that the decentralised

nature of Bunzl is one of the

Group’s greatest strengths. It

enables us to get closer to our

customers and empowers our local

teams to respond to their needs

more nimbly.

The same applies to the working environment

weprovide for our employees – we should

respect geographical variation and empower our

local leaders to win the hearts and minds of their

teams. That said, there is enormous power in

taking a Group-wide approach to the key pillars

ofour People Strategy, and in 2024 we have made

good progress, as shown in the table below.

BUILDING THE RIGHT CAPABILITIES

FOR NOW AND THE FUTURE

STRENGTHENING OUR

LEADERSHIP PIPELINE

ARTICULATING AND

EVOLVING OUR CULTURE

DEVELOPING A COMPELLING

EMPLOYER BRAND

• Significant focus on sales capability in

North America, including the ongoing

transformation of the Bunzl Distribution

Sales organisation and a Sales Force

Effectiveness programme in Canada

• Building our knowledge and skills in

Artificial Intelligence (‘AI’) through pilot

projects and education sessions

(e.g.‘white space’ tool in Bunzl Spain

and education session on the use of

AIin Human Resources for the HR

Leadership Team)

• Continued our Group-wide Senior Leadership Development Programme

– ofthe 102 participants to date 18% have been promoted and 31%

identified as successors to senior roles

• Accelerated our Young Talent programmes across the Group including

the 2nd cohort of Sales Development Associates in North America and

the 4th cohort of the international Young Talent programme in

Continental Europe

• Continued our focus on female leadership development with dedicated

development programmes in LatAm and Central Europe and the

successful expansion of the ‘Inspiring Women’ networks. See page 35

forKristy Jones’ story

• Group-wide deployment of the ‘Great

Place to Work’ (‘GPTW’) survey. See

pages 32 and 33

• Renewed focus on listening as the basis

for a truly inclusive culture – e.g. the

launch of the Reverse Mentoring

programme for the leadership team

(see page 34) and the extension of the

Board Listening sessions to involve all

non-executive directors

• Conducted research with an external

provider to measure the effectiveness

ofour employer brand

• Development of some Group-wide

collateral using the concept of ‘Unlimited

Potential’ to describe Bunzl as a place

towork

• Begun the process of defining a

communications strategy, to include

updating the Group website and a

socialmedia presence review. To be

launched in 2025

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 31

// OUR PEOPLE continued

OUR TOP RESULTS

GLOBAL HIGHLIGHTS

People here are treated fairly

regardless of their sexual

orientation

People here are treated fairly,

regardless of their race

This is a physically safe

place to work

91% 90% 89%

REGIONAL RESULTS

NORTH AMERICA

CONTINENTAL

EUROPE UK & IRELAND LATIN AMERICA ASIA PACIFIC

Trust

Index

71%

Trust

Index

70%

Trust

Index

69%

Trust

Index

72%

Trust

Index

73%

Overall

Perception

76%

Overall

Perception

71%

Overall

Perception

69%

Overall

Perception

76%

Overall

Perception

75%

The Great Place to Work Certification is

apowerful tool for organisations aiming

toenhance their workplace culture and

reputation. This certification is more than

justa badge of honour; it signifies a

company’scommitment to creating a

high-trust, high-performance environment

and helps companies build a supportive

andinclusive workplace, driving long-term

success and innovation.

However, equally important is the valuable

insight which the survey provides into how our

employees really feel about working for Bunzl

and in what ways we can improve. The 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

Credibility Integrity, communication

and competencies

Respect Support, collaboration and

consideration

Pride In your job, team and

company

Camaraderie Feeling of welcoming and

belonging

Fairness Equality, impartiality

and justice

Results are measured by two key metrics:

• Trust Index – the average number of positive

responses to the question; and

• Overall Perception – positive answers to the

question “Taking everything into account,

Iwould say this is a great place to work”.

81%

Participation rate

(-3pts from 2023)

71%

Trust Index

(+2pts from 2023)

76%

of operating

companies who

took part were

certified

(+1pts from 2023

73%

Overall

Perception

(+3pts from 2023)

Note: The 2023 survey scope was approximately 45% of our

employees – the 2024 survey scope was all employees so the

scores cannot be compared directly

Great Place to Work

In 2023, following a successful experiment in

Continental Europe, we carried out a global pilot

of the Great Place to Work survey, covering

around 45% of our global population in every

region. In 2024, we extended the survey to all

employees.

GREAT PLACE TO WORK SURVEY

Across the Group, the achievements were

celebrated, but we also remain focused on our

commitment to continuous improvement and on

making progress on our ambition to create a truly

inclusive workplace where everyone can succeed.

The insights that we gain from the Great Place to

Work survey are an incredibly valuable tool in

helping us to achieve this.

HEADLINE SCORES

71%

Credibility

(+2pts from

2023)

69%

Respect

(+1pts from

2023)

71%

Pride

(+1pts from

2023)

74%

Camaraderie

(+2pts from

2023)

69%

Fairness

(+1pts from

2023)

32 BUNZL Annual Report 2024

CASE STUDY

McCUE CORPORATION

McCue Corporation has five different

locations and 154 employees. Overall, 150

employees (97%) responded to the survey

and results were very positive, with staff

in China posting a Trust Index of 95% and

Overall Perception of 93%. In the McCue

US population, Trust Index scoring was

79% and Overall Perception was 84%.

We were very pleased to see that

our employees feel that McCue is

asafe and inclusive environment to

work in; however, one of the primary

functions of the Great Place To

Work survey is to identify gaps in

our practice and suggest ways to

fillthese gaps. So, while celebrating

we will also work hard on the

challenges the survey highlighted

and endeavour to improve on

ourscores.”

VINCENT JUNGELS

Chief Finance Officer and Chief Operating

Officer, McCue Corporation

CASE STUDY

BUNZL CANADA

Overall, 966 employees (87%) responded

to the survey with a positive set of results.

A Trust Index of 74% and Overall

Perception score of 76% were achieved.

We were also pleased that 92% of

participants agreed that Bunzl Canada

is a physically safe place to work.

We have worked hard in all of our

businesses in Canada to create a

work environment where everyone

feels valued and shares our

commitment to delivering service

excellence for our customers, that

includes investing significant time

and effort into improving what

wedo, how we do it and how we

communicate with our employees.”

JOHN HOWLETT

President, Bunzl Canada

INCLUSIVITY

People here are

treated fairly

regardless of their

sexual orientation

People here are

treated fairly,

regardless of

theirrace

People here are

treated fairly,

regardless of

theirgender

I can be myself

around here

90% 87% 86% 81%

EMERGING IMPORTANCE OF THE GREAT PLACE TO WORK CERTIFICATION

Enhances employee

morale and improves

retention

Helps us to attract

top talent by

signalling Bunzl’s

investment in people

Strengthens brand

reputation and builds

trust with clients and

stakeholders

Drives business

success through

amotivated and

engaged workforce

Following limited participation in the Great Place to Work 2023 pilot

survey, the Bunzl North America businesses fully embraced the 2024

extended survey with 80% participation from the c.8,500 employees

invited to participate. Some of the key highlights of their results are

summarised below.

KEY HIGHLIGHTS

Safety

The region received

89% positive

responses to the

statement ‘This is a

physically safe place

to work’

Onboarding new joiners

Significant improvements in the onboarding of

new employees – 83% positive score for the

question ‘When you join the Company, you are

made to feel welcome’ and high scores from

those with two years service or less (80% Overall

Perception score and 75% Trust Index score)

Inclusivity

A particular area

ofpride was the

highscores around

inclusivity and a

senseof belonging

(see below)

SPOTLIGHT ON

BUNZL NORTH AMERICA

Read the press

release here

Placeholder QR code. Waiting for Bunzl to supply QR

code or the link info to be able to generate it.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 33

// OUR PEOPLE continued

CASE STUDY

How bridging gaps can drive

inclusivity and innovation in

theworkplace.

As part of our commitment to ensure that

Bunzlhas an inclusive culture where everyone,

irrespective of background, can thrive and

buildtheir careers, we launched a reverse

mentoring programme for the Group leadership

team in 2024.

Reverse mentoring is a practice where employees

at an earlier stage of their career and from

different backgrounds mentor more experienced

colleagues, often in areas like technology, social

media, and current trends. This approach fosters

a two-way exchange of knowledge and

perspectives, breaking down traditional

hierarchical barriers. We hoped that the

programme would help embrace diversity by

promoting inclusivity and understanding across

different generations, cultures, and backgrounds.

By valuing the insights of these employees, we

hope to create a more dynamic and innovative

workplace, where diverse ideas and experiences

are celebrated and leveraged for growth.

We partnered with School for CEOs to support

the programme, help us to identify the most

appropriate participants and provide the

structure and communication materials for

mentors and mentees. The programme was

thenbuilt around structured interventions such

as workshops and calls, informal email prompts,

andpair-led reverse mentoring conversations.

Please read on for a Q&A with Dale Stokes,

Managing Director UK & Ireland, who was

mentored by Mala Narula, Senior Internal

AuditManager through the programme.

EMBRACING DIVERSITY

THROUGH REVERSE

MENTORING

Q&A WITH DALE STOKES,

MANAGING DIRECTOR

UK & IRELAND AND MALA

NARULA, SENIOR INTERNAL

AUDIT MANAGER

What were your expectations going into

the programme?

Dale

I wasn’t sure what to expect but knew it

could challenge and inform my outlook,

improving my understanding of different

views held by those who have a different

background to myself.

Mala

Having never been part of a reverse

mentoring programme before, I went in with

an open mind, expecting to share thoughts,

insights, and perspectives on topics

important to Bunzl leaders.

What were the highlights/key learning

points you took from the initiative?

Dale

I found a safe space with my mentor to

discuss sensitive topics, focusing on diversity

themes like age, gender, and race. Hearing

from someone with a different background

and with experience of living and working in

many different countries brought fresh

perspectives. During the programme we

shared insights with one another from the

various external events that we had

attended and used real-life Bunzl situations to

explore the obstacles facing colleagues from

different backgrounds.

Mala

The programme highlighted Bunzl’s

decentralised culture and diverse experiences.

It was so interesting to see that two individuals

who work for the same company have had very

different experiences – I can see why some

colleagues stay at Bunzl for many years and feel

they have had multiple careers.

My mentee was open to learning and

acknowledged areas for improvement. I found it

very motivating to have an engaging mentee

who valued my thoughts. It very much made me

feel like my voice matters.

Being able to build a trust-based relationship

and network globally was also rewarding. I

became more mindful of privilege and the

importance of psychological safety.

How do you think you will take your

experience in the reverse mentoring

programme into your work going

forward?

Dale

The programme reminded me of the value

ofdiverse perspectives in making better

business decisions. It also taught me the

importance of creating a safe space for

opendiscussions.

Mala

I realised the importance of leading with

empathy and creating a safe space for

honest conversations. This experience

motivates me to continue building and

celebrating a diverse team.

34 BUNZL Annual Report 2024

KRISTY JONES

Managing Director, Bunzl Safety

& Lifting, APAC

CASE STUDY

As part of our commitment to investing in a

diverse workforce (see pages 52 to 54), we aim

tobreak down barriers by providing equal

opportunities for the advancement of our female

employees, empowering them to lead with

confidence and innovation. We are proud of the

achievements of women in our Company and

continue to champion their growth and success,

with a view to unlocking their unlimited potential.

As seen on page 53, 25% of our senior leadership

roles are held by women. One of these leaders is

Kristy Jones, our recently appointed Managing

Director (‘MD’) of Bunzl Safety & Lifting, APAC.

Read on to learn about her journey.

CAREER

DEVELOPMENT

At Bunzl, we are dedicated to

creating an inclusive environment

where women can thrive and reach

their full potential.

BREAKING BARRIERS:

CELEBRATING FEMALE

CAREER GROWTH

ATBUNZL

My career at Bunzl began back in 2000 in a

Customer Service role for Bunzl Outsourcing

Services. I quickly advanced into the sales

team, managing various territories over eight

years, where I discovered a particular

passion for Healthcare accounts. During this

period, I had three children, and found that

Bunzl was incredibly supportive throughout.

In 2011, I returned to a Sales Management

role, leading the Healthcare Clinical Team

forNSW, Australia. By 2013, I was promoted

to NSW Sales Manager, overseeing a larger

sales team across all sectors. In 2018, I

became General Manager of NSW, leading

Australia’s largest facility. In 2022, I was

promoted to General Manager of Sales for

BANZ Australia, overseeing all branches

within the country. I was honoured to

participate in the Senior Leadership

Development Programme, which I

completedin 2023.

This programme was an invaluable

opportunity to collaborate with colleagues

worldwide to understand and solve

sharedchallenges.

In September 2024, I took up my current role

of MD of Bunzl Safety & Lifting, APAC. I am

thoroughly enjoying my new role and the

opportunity to learn from my wonderful

colleagues at Bunzl Safety & Lifting, APAC

about our customers and products.

Developing my career at Bunzl has been

an incredible experience, especially as

afemale professional. The Company’s

unwavering support during my career

and personal milestones, such as having

children, has been remarkable. Bunzl

fosters an inclusive and empowering

environment, making it a fantastic

placefor women to thrive and advance

intheir careers.”

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 35

PROFITABLE ORGANIC GROWTH ACQUISITION GROWTH OPERATING MODEL IMPROVEMENTS FINANCIAL

// 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.

These KPIs reflect our strategic priorities

ofdeveloping the business through organic

and acquisition-led growth and improving the

efficiency of our operations as well as other

financial and non-financial metrics.

Organic revenue growth

(%)

2024(2.0)

(2.9) 2023

6.82022

3.22021

5.32020

(Decrease)/increase in revenue for the year

excludingthe impact of currency translation,

acquisitions during the first 12 months

ofownershipand disposals.

Organic revenue decline of 2.0% was driven by wider

deflation across North America, Continental Europe

and UK & Ireland.

Reconciliation of revenue growth

between 2023 and 2024 (£m)

2023 Currency

translation

Under-

lying

revenue

change

Acquisitions

net of

disposals

Trading

day and

hyper-

inﬂation

2024

11,776

581

(377)

11,797

(271)

Revenue down 0.2% at actual exchange rates,

up3.1% at constant exchange rates driven by

a5.1%benefit from acquisitions net of disposals

anda0.4% benefit from an additional trading days

in2024 compared to 2023. This was partially offset

by a2.4% underlying decline.

Operating margin

(%)

2024

8.0

8.3

2023

7.42022

7.32021

7.72020

Ratio of adjusted operating profit

torevenue.

Operating margin of 8.3% compared to 8.0% in 2023.

Excluding the impact of acquisitions during the first

12months of ownership, the 2024 operating margin

was 8.1%, up from 8.0% in 2023 (restated at constant

exchange rates).

Return on average

operating capital

(%)

2024

46.1

43.2

2023

43.02022

43.32021

45.42020

Ratio of adjusted operating profit

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).

Return on average operating capital decreased to

43.2% from 46.1% in 2023 due to higher average

capital employed in the underlying businesses.

Acquisition spend (£m)

2024

468

883

2023

3222022

5082021

4452020

Consideration paid and payable, together with net

debt/cash assumed, inrespect of acquisitions agreed

during the year.

Committed acquisition spend of £883 million across

15acquisitions.

Annualised revenue

from acquisitions (£m)

2024

325

744

2023

2992022

3222021

6022020

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page159).

1. Alternative performance measure (see Note 3 to the

consolidated financial statements on page 151).

36 BUNZL Annual Report 2024

PROFITABLE ORGANIC GROWTH ACQUISITION GROWTH OPERATING MODEL IMPROVEMENTS FINANCIAL

Cash conversion

(%)

2024

2023

107

2022

102

2021

103

2020

Operating cash flow

as a percentage of lease

adjustedoperating profit

(see Consolidated cash

flowstatement on page 144).

Another strong year of cash generation

withcashconversion of 93% in 2024.

Adjusted earnings per share

(p)

2024

191.1

194.3

2023

184.3

2022

162.5

2021

164.9

2020

Adjusted profit for the year

attributable to the

Company’s equity holders divided by the weighted

average number of ordinary shares in issue

(see Note8 on page 158).

At constant exchange rates, adjusted earnings per

share up 5.5% driven by a 7.2% increase in adjusted

operating profit

Return on invested

capital

(%)

2024

15.5

14.8

2023

15.0

2022

15.1

2021

16.2

2020

Ratio of adjusted operating profit

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 14.8% due to the impact of higher average

invested capital from acquisitions.

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.

89% of our spend in high risk regions was sourced from assessed

and compliant suppliers.

c.97% 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 costs

Using 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% women in our senior leadership population 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.

Senior leadership group defined as the c.530 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.

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

emissions

(tonnes CO

26% improvement

in carbon

efficiency

since2019.

Emission intensity

(tonnes CO

e per

£m revenue)

33% suppliers

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.

2024

141,320

115,660

2019

2024

13.8

10.2

2019

Providing tailored solutions

Significantly increasing the

amount of recyclable,

compostable or reusable

packaging supplied to

our customers to help

them meet their targets.

56% of packaging made from alternative materials in2024.

86% of Group revenue attributable to non-packaging products

or packaging products better suited to a circulareconomy

1% 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.

NON-FINANCIAL

1. Alternative performance measure (see Note 3 on page 151).

2. Includes freight, duties and FX related costs.

3. Emissionsinourbaselineyearhavebeenrecalculatedtoreflecttheimpactofacquisitions.Emissionsintensityhasbeen

recalculated using revenue at constant currency. This process has been agreed with the SBTi.

4. Suppliers that are covered by our scope 3 supplier engagement target.

5. Included in the external auditor limited assurance scope. See the assurance statement, which is available on our website,

www.bunzl.com.

6. Excludingrevenuefromacquisitions.

2024

22%

25%

2023

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 37

SOLUTIONS FOR A

BETTER WORLD

// SUSTAINABILITY

2024 was marked by persistent

geopolitical instability, economic

challenges and extreme weather

events. In such times, companies

must develop resilient business

models, effectively manage supply

chain risks and remain adaptable

inrapidly changing environments.

To minimise our impact on the world around us,

maintain resilience and support our customers

tomeet their objectives, we have continued to

integrate sustainability into our operations and

across our value chain at Bunzl. We are pleased

tohave made good progress over the last five

years and the subject is firmly embedded in what

we do and how we operate. This year our

businesses have continued to reduce carbon

emissions, address social inequalities, and drive

the shift towards a more circular economy.

While the sustainability efforts of our operating

companies are tailored to the specific challenges

they and their customers face, reflecting the

unique opportunities and obstacles in their

regions and markets, it is the collective endeavour

of all our businesses that enables us to achieve

our Group wide sustainability goals.

Although the sustainability efforts and strategies

of our regions and individual operating companies

may differ, they all feature (and in most cases are

structured around) the five key themes contained

in our Group sustainability strategy.

JAMES PITCHER

Group Head of Sustainability

2022 2023 2024202120202019

• Central and regional sustainability

leads first appointed

• First material footprinting tool

launched

• New targets for key themes

launched at Capital Markets Day

• Near term climate change targets

approved by SBTi

• Double materiality

assessment completed

• Net zero transition plan

implemented

• First materiality assessment

completed

• New strategy and governance

structure launched

• Climate scenarios assessed, scope 3 emissions

calculated

• Board Sustainability Committee

established, TCFD and SASB reporting

sustainability

experts

employed across

the Group

18%

reduction

inabsolute

emissions

66%

increase in

supplier

assessments

26%

increase

incarbon

efficiency

89%

high risk spend

assessed

c.45%

increase in

emerging

sustainable

ownbrand

product sales

11%

increase

inwomen

insenior

leadership

positions

c.30%

increase in

emerging

sustainable

ownbrand

product SKUs

DELIVERING A MORE SUSTAINABLE BUSINESS

1. Since 2019.

2. Since 2023, emerging sustainable brands shown on page 27.

3. In total at end of 2024.

38 BUNZL Annual Report 2024

MATERIAL

ISSUES

We recognise that stakeholders

andpolicymakers are increasingly

demanding greater transparency in

how companies manage sustainability

opportunities and risks across their

value chains. We have worked to

understand our stakeholders’

opinions and identify the material

issues over the last few years.

Following our first materiality assessment in 2020, we

have conducted two further exercises to expand and

focus on different components (for example, financial

risks and opportunities). We have sought insights on

the potentially material impacts, risks and

opportunities from stakeholders across our value

chain, including our largest suppliers of key

commodities (for example, paper and pulp, plastics,

and chemicals), major customers from all our

business areas, key investors and internal

stakeholders, such as members of the Bunzl finance,

procurement, operations and sales teams. The

methodology and approach for our most recent

double materiality assessment can be viewed on

page 204.

Our assessments have revealed that the themes

thatare the most important to our stakeholders

have been consistent across the years, with climate

change and our efforts to lead the transition to a

more circular economy being the top priorities (see

following table). Our latest update performed in 2024

focused on our businesses in Europe to help prepare

for new reporting requirements, while enabling us to

identify any emerging issues we need to address.

Material

issue

CLIMATE CHANGE CIRCULAR ECONOMY

Positive/

negative

Positive Negative Positive Negative

Why this is

material

Bunzl aims to minimise

product-based

emissions by offering

low carbon solutions

across our product

range and align with

science-based targets

to achieve a zero

emission global

economy. Internally,

Bunzl seeks to invest

inenergy efficiency

technology and

renewable energy

supply in our own

operations.

Climate change induced

weather events can also

disrupt our supply

chain and operations,

impeding our ability to

meet customer

requirements.

Increased carbon

emissions from our

operations and supply

chain can hinder our

contribution to fight

climate change.

Bunzl can play an active

role in effectively

transitioning products

to alternative materials

that align with

customer targets and

legislative requirements

and supporting

customers with

end-to-end reusable

packaging systems

where more reusable

materials replace single

use products.

The increased demand

for circular economy

friendly products and

growing stringent

environmental

regulations on

products or service

presents potential risks

if Bunzl isnot able to

transition customers

toproducts suited to a

more circular economy.

Timeframe Long term

Medium term

Long term

Medium term

Short term

Long term

Medium term

Short term

Long term

Medium term

Short term

Impact/

Financial

materiality

Impact

Financial

Impact

Financial

Impact

Financial

Impact

Financial

Value

chain

stage

Upstream

Own operations

Downstream

Upstream

Own operations

Downstream

Bunzl’s key

theme

Taking action on climate change

(see pages 45 to 51)

Providing tailored solutions

(see pages 55 to 59)

* Impact: Bunzl’s actions affect the environment, society and stakeholders materially regarding this topic.

Financial: The topic could have a material influence on the economic decisions of investors or stakeholders, determining a company’s financial health and performance.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 39

// SUSTAINABILITY continued

Material

topic

OWN WORKFORCE WORKERS IN THE VALUE CHAIN BUSINESS CONDUCT

Positive/

negative

Positive Negative Positive Negative Positive Negative

Why this is

material

Bunzl aims to attract

and retain skilled talent

within the Company

through training

programmes,

promoting job

opportunities and

effective succession

planning, while creating

and maintaining a

diverse and inclusive

workforce.

The lack of work-life

balance, adequate

training and best in

class employee benefits

may lead to Bunzl being

less able to recruit and

retain skilled staff. The

lack of safety

management may lead

to an increase of the

number of workplace

injuries in our

operation.

Bunzl can have a

positive impact by

setting appropriate

targets and the

application of an

industry-leading ethical

assessment and

auditing programme

(with quick identification

and follow-up of

non-conformances)

which results in

improved working

conditions in the supply

chain.

Given Bunzl’s wide

supplier network, there

is a risk of procuring

goods and services

linked to potential

human rights violations,

such as exploiting

marginalised

communities or child

labour, which could

foster harmful practices

in the supply chain.

By implementing high

standards of corporate

governance practices

aligned with ESG

metrics, Bunzl can

satisfy current investors

and attract potential

investors. Also, Bunzl

can raise awareness of

ethical and integrity

business principles by

disseminating high

quality policies and

standards, such as an

anti-bribery and

corruption, data

protection and supplier

code of conduct.

As a FTSE 100, the lack

of diversity in the

Board of directors and

leadership teams may

lead to a deterioration

of investor perception

of the business’s

inclusion practices.

Timeframe Long term

Medium term

Long term

Medium term

Short term

Long term

Medium term

Short term

Long term

Medium term

Short term

Long term

Medium term

Short term

Long term

Medium term

Short term

Impact/

Financial

materiality

Impact Impact

Financial

Impact

Financial

Impact Impact Impact

Value

chain

stage

Own operations Upstream Upstream

Own operations

Downstream

Bunzl’s key

theme

Investing in a diverse workforce

(see pages 52 to 54)

Responsible sourcing

(see pages 42 to 44)

Sustainability governance

(see page 60)

* Impact: Bunzl’s actions affect the environment, society and stakeholders materially regarding this topic.

Financial: The topic could have a material influence on the economic decisions of investors or stakeholders, determining a company’s financial health and performance.

40 BUNZL Annual Report 2024

Our operations

and distribution

Customers

Tier 2 suppliers

and beyond

End consumersTier 1 suppliers

e.g. raw material producer

OPERATIONAL CONTROL

e.g. large multinational

paper manufacturer

Our

material

ESG themes

e.g. Bunzl operating company e.g. large facilities

management company

e.g. individual using

washroom facility

HIGH INFLUENCE

RESPONSIBLE SOURCING

INVESTING IN A DIVERSE WORKFORCE

PROVIDING TAILORED SOLUTIONS

TAKING ACTION ON CLIMATE CHANGE

BUSINESS CONDUCT

LOW INFLUENCE

Our customers

Downstream

Our business

Own operations

Our supply chain

Upstream

MAPPING OUR IMPACT – THE MATERIAL ESG THEMES MAPPED TO OUR VALUE CHAIN

Bunzl’s global operations connect our distributed,

flexible supply chain with customers across

multiple sectors, including grocery, foodservice,

and safety.

Our materiality assessments have considered the

environmental, social and governance (‘ESG’)

impacts present across the entire value chain.

We have given appropriate consideration to

impacted stakeholders ateach stage in the value

chain, even though our role is limited

toconnecting one with another through our

sourcing, consolidation and distribution activities.

The illustration below shows the material ESG

themes that we have high influence or operational

control over and their position in our value chain.

It is not only our value chain that is complex and

dynamic, but so too are the solutions we source

and supply. The goods not-for-resale we provide

to our customers cover a wide range of target

sectors, product types and materials and our

assessments, including stakeholder interviews,

have recognised that these different products

and materials have different associated

sustainability impacts, risks and opportunities.

Wherever we operate, our operating companies’

value chains are designed to provide efficiency,

reliability, and value-added benefits to their

customers (including sustainability services),

allowing them to focus on their core business

operations.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 41

// SUSTAINABILITY continued

CASE STUDY

FORWARD-THINKING

ACTION FROM A

SUPPLY PARTNER

One of Bunzl’s largest global suppliers,

Kimberly-Clark, global manufacturer of

personal care and hygiene products, known

for brands including Kleenex and Cottonelle,

has launched its new Forests, Land, and

Agriculture Policy. This policy underscores the

company’s dedication to protecting

biodiversity and reducing the impacts of

natural forest degradation from its supply

chain, and supports its ambition to ultimately

eliminate natural forest fibre from its product

portfolio. This initiative represents a significant

shift towards more sustainable practices and

sets a high standard in the family care sector.

The policy commits to reducing forest

degradation, particularly in northern forests

like Canada’s boreal forest. It also emphasises

the importance of free, prior, and informed

consent (‘FPIC’) for Indigenous communities

and sets consequences for non-compliant

suppliers, ensuring that deforestation and

forest degradation are actively addressed.

Our material ESG themes

RESPONSIBLE SOURCING

PROVIDING TAILORED SOLUTIONS

TAKING ACTION ON CLIMATE CHANGE

BUSINESS CONDUCT

OUR SUPPLY CHAIN

Our procurement experts and category

specialists work with both multinational and local

direct suppliers to responsibly source a wide

range of products globally. We take a proactive,

direct and risk-based approach to ensure that our

supply chain partners are complying with the high

ethical standards demanded by our policies. We

regularly review best practice to ensure that our

controls are fit for purpose and have completed

anew supply chain risk assessment this year (see

page 44 for more details).

We recognise the requirement to develop clear

and actionable strategies to address the risks and

opportunities posed by climate change within our

value chain and have started to collaborate with

our largest suppliers to set climate change targets

(see page 45 for more details). Accurate data for

robust scope 3 emissions reporting will be

important in the future, but the collection process

remains difficult. Once readily available, this data

will allow us to better identify sectors and

products with high carbon emissions and coupled

with our key suppliers setting targets, will support

the transition to a low carbon economy and be

akey lever on our path to net zero.

We work with our suppliers to bring innovative

product solutions to our customers, including

those well suited to the circular economy. Our

customers depend on our supply chain

partnerships to achieve their sustainable

packaging strategies, improve product circularity

and increasingly, drive lower emissions across

thevalue chain (see pages 47, 48 and 50 for

moredetails).

Our policy aims to foster more

responsible sourcing practices and

create a ripple effect across the

market, ultimately contributing to

climate and biodiversity preservation.

With our ambition to move to ‘Natural

Forest Fibre Free’ we aim to eliminate

the use of natural forest fibre, which

includes old growth and primary

forests, in all our products beyond

2030. We’re delighted to work in

partnership with forward-thinking

customers like Bunzl and are pleased

that our industry leading targets help

them to reduce the ESG impacts

across their value chain.”

CHRIS WEBER

Associate Director, Sustainable Sourcing

forKimberly-Clark

Image copyright:

Forest Stewardship Council

42 BUNZL Annual Report 2024

Ensuring our suppliers’ adherence to our policies

can be a challenging task due to the complexity of

our supply chain, which involves numerous Bunzl

operating companies and suppliers located at

various tiers and levels in diverse locations.

Therefore, we take a risk-based approach to

responsible sourcing and focus our sustainability

and responsible sourcing efforts where we have

most risk and influence; our Tier 1 suppliers.

With over 15,000 direct suppliers, focusing on

Tier1 allows us to make more impactful changes

within the immediate reach of our businesses.

Wehave limited influence over Tier 2 and other

suppliers further down our supply chains, where

non-compliance risks are higher. To mitigate these

risks, we collaborate closely with our Tier 1 direct

suppliers to monitor and manage compliance at

this level. Over time, improving the sustainability-

related activities in Tier 1 of our value chain will

set a strong foundation and once robust practices

are established at this level, we and our supply

partners can gradually extend our focus to Tier 2

and beyond.

Upstream transportation activities also form

animportant part of our supply chain, but as this

activity is managed and operated by third parties

and our customers’ principal interest is in the

impact our products and services have from a

sustainability perspective, this is not an area of

focus in our strategy. We also have a

proportionally small amount of spend with

indirect suppliers who support our operating

companies’ activities, but this can be classed

asimmaterial.

Responsible sourcing at Bunzl

Global supply chains are complex networks that

join people, products and data. Policymakers and

other stakeholders are increasingly calling for

greater responsibility and transparency in how

companies manage risks within their supply

chains and we are proud to have a strong,

risk-based approach to responsible sourcing

atBunzl.

With almost 50 million people worldwide

estimated to be living in slavery and nearly

28million of those in forced labour situations,

human rights violations in manufacturing supply

chains pose a significant risk, necessitating robust

due diligence and governance systems to mitigate

issues and address concerns.

We have been taking a risk-based approach

toauditing in our supply chain for more than

15years and have more than tripled the number

of suppliers we assess compared to 2015. In 2024,

we increased the proportion of high risk spend

covered by our assessment and auditing

programme by 8% to 89%.

We assessed 1,175 suppliers, and 1,075 of these

had no critical issues. If our assessments identify

any zero tolerance issues (for example, wage

violations or instances of forced labour) we work

to resolve these quickly through in-depth

engagement with the supplier. 100 suppliers

required remediation efforts to bring them up

tothe required standard in 2024 and 81 have

completed their action plans to date with 11 still

inprogress. If resolution is not possible within

areasonable time frame (usually six months)

thenwe terminate the relationship. In 2024 we

terminated contracts with eight suppliers who

failed to address various issues or make

enoughprogress.

Measure 2023 2024

Number of suppliers assessed 1,022 1,175

% of spend in high risk regions that is with assessed and compliant

suppliers

81% 89%

% of spend related to suppliers in low risk regions, from assessed and

compliant suppliers in high risk regions and other non-product

related costs

c.96% c.97%

1. Includes freight, duties and FX related costs.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 43

// SUSTAINABILITY continued

CASE STUDY

A RISK-BASED APPROACH

TO RESPONSIBLE

SOURCING

To ensure we take account of the most

material issues in our supply chain, we have

conducted a new comprehensive risk

assessment in 2024. In addition to modern

slavery risks, our new methodology has

assessed a broader range of ESG issues

(bribery, environmental, health & safety etc.)

toensure alignment with the latest legislation

and public coverage.

We partnered with supply chain assurance

expert, LRQA, to complete the project and

have based our assessment on inherent risk

data at country and product level to accurately

predict risk likelihood.

Our country ESG risk ratings have assessed

high risk regions using 38 ESG metrics across

five areas: labour, health & safety,

environment, business ethics, and

management systems. Each country receives

an overall supply chain risk rating, along with

scores for each pillar and its subcategories,

reflecting the worst-case scenario without

riskmitigation.

Product risk, like country risk, evaluates

sectors based on five key pillars: labour

practices, health & safety, environmental

impact, business ethics, and management

systems. It combines country risk with an

added focus on The Bureau of International

Labor Affairs (‘ILAB’) List of Goods Produced

byChild Labor or Forced Labor, highlighting

products and industries linked to

exploitativepractices.

The data for our assessment has come from

three sources:

1. Audit data: Over 20,000 social and

environmental assessments performed

across the global supply chain. The data

from these audits is standardised and

aggregated by country, sector, province

orstate.

2. Public domain data: Data from NGOs and

multilateral organisations to complement

audit data, particularly in areas where

auditsmight not fully capture specific

violations like forced labour or in regions

with limited audit samples.

3. EiQ sentinel data: Web-based data points,

including news reports, public records and

sanction lists, are used to enrich risk

information, capturing risk factors at the

company, product, or country level. New

data is added monthly to this proprietary

system offered by LRQA.

Despite expanding the scope of our

assessment to consider a wider range of ESG

topics, the top 10 risks associated with our

supply chain all relate to modern slavery with

forced labour, child labour, hours of work and

occupational safety amongst the most

pertinent issues. Looking at these risks in

isolation our total number of high risk

suppliers will remain largely unchanged.

This work and its results reinforce the

importance of our ethical auditing

programmeled by our Global Supply Chain

Solutions team based in Shanghai. We are

pleased to be nearing achievement of the

responsible sourcing target we set in 2021

andwill be using the results of our new risk

assessment to design how our responsible

sourcing programme will be structured from

2026 onwards once our current KPI has

beenachieved.

44 BUNZL Annual Report 2024

Building a low carbon

suppliernetwork

The emissions associated with the products

wesupply account for around 80% of our total

emissions. In 2022, the Science Based Targets

initiative (‘SBTi’) approved our emissions

reduction targets as being consistent with levels

required tomeet the goals of the Paris Agreement

and this included our ambition for 79% of our

suppliers byemissions to set short term

reduction targets by the end of 2027.

Following our communication to key suppliers in

2023 about our new requirements, we launched

anew engagement programme with our key

supply partners in 2024, which allows us to start

assessing where they are on their carbon

reduction journeys. We have been working to

onboard our key supply partners onto the

software platform we are using to support this

engagement and have issued our first climate

change survey.

The data we have received through our software

platform and information available on the SBTi

website shows that 33.4% of suppliers

emissions currently have science-based carbon

reduction targets in place. In addition to

understanding what proportion of our supply

chain emissions are covered by science-based

targets, we are using the information we receive

through our software platform to prioritise

engagement with our largest suppliers who do

not currently have targets in place to discuss their

plans, review their progress and identify

opportunities to collaborate.

With our top 100 suppliers accounting for c.64%

of our emissions we will be taking a top-down

approach to engagement, as suppliers in this

group who set new targets will have the most

beneficial impact on global carbon emissions.

In2025, we will continue to use a combination

ofmethods for our engagement, including

face-to-face meetings, webinars and supplier

engagement events. During 2024, we have

workedto engage our procurement teams

acrossour decentralised organisation and held

supplier engagement events in Malaysia, China

and Germany.

We recognise that many companies will face

challenges in getting their suppliers to set

science-based carbon targets and we expect

toconfront the same difficulties. The reasons

given for suppliers not having compliant targets

during our engagement to date includes lack of

data andresources for carbon baselining and

emission calculations, sparse local regulations,

political opinion, complex legislation and the

costsassociated with decarbonisation initiatives.

Suppliers citing these challenges (who do not

have compliant targets) are present throughout

our programme but most concentrated in our

tailof c.650 suppliers accounting for c.36% of

ouremissions.

This said, from the population of suppliers

without compliant targets who answered our

climate change questionnaire in 2024, c.82% have

committed that they will set compliant targets or

upgrade their existing targets to meet a science-

based definition before our deadline in 2027. If all

these suppliers meet their commitments, 60% of

suppliers by emissions would have science-based

carbon reduction targets in place.

This year, our net zero transition plan has been

approved by the SBTi and during this process we

followed the SBTi’s updated requirements for net

zero validation and have upgraded our scope 3

target to ensure 80% of our suppliers by

emissions have compliant targets. This will replace

our current target and ensure we cover the

required proportion of emissions. We will bring

more suppliers into our climate engagement

programme during 2025.

500 750

The annual emissions from supplier number 500

in our programme are equivalent to 0.5%

of our largest supplier’s annual emissions

and 1.8% of the average of our

top 20 supplier emissions

The remaining c.650 suppliers account

for 36% of our emissions

Supplier number

Tonnes CO

e p.a

Our top 100 suppliers account

for 64% of our emissions

Our top 20 suppliers account

for 40% of our emissions

91 9681 8671 7661 6651 5641 4631 36216 11 161 26

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

Supplier emissions in scope of our target

33.4%

of suppliers

by emissions

have science-based carbon

reduction targets in place

1. Suppliers that are covered by our scope 3 supplier engagement target.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 45

// SUSTAINABILITY continued

In 2023, we followed the SBTi’s Net Zero Standard

to develop our transition plan and are pleased

that this was formally approved by the SBTi this

year. We believe that long term net zero targets

need to be aligned with climate science and that

achieving net zero represents an opportunity for

Bunzl to build a more resilient business. Reaching

net zero represents a significant challenge; we will

not only need to assess and change our own

operations but collaborate with hundreds of

customers to achieve the deep emissions

reductions. As shown on page 45, we will continue

to engage our key partners and leverage our

position in the supply chain to drive change and

bring other businesses on the journey.

Decarbonisation levers and near

term carbon roadmap activities

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. 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 focus our efforts on two

key decarbonisation levers: building a low carbon

supplier network and more efficient operations.

Inaddition to these focus areas, activities and

projects relating to the other levers are already

underway and some examples are provided in the

tables on pages 47 and 48.

Our material ESG themes

INVESTING IN A DIVERSE WORKFORCE

PROVIDING TAILORED SOLUTIONS

TAKING ACTION ON CLIMATE CHANGE

BUSINESS CONDUCT

OUR BUSINESS

With operations in 32 countries, our extensive

distribution networks mean we can deliver to

customers on a local, regional, national and

international basis, giving them complete

flexibility. Our one-stop-shop service means we

aggregate orders from thousands of suppliers

into single deliveries which reduces transport

miles and carbon emissions.

Our role as a distributor means we do not operate

any energy intensive or highly polluting

manufacturing facilities and the majority of our

carbon emissions are in our supply chain.

However, our direct operations can make an

important and visible contribution to

decarbonisation and our businesses continue to

invest, including in our vehicle routing and

warehouse management systems and by

upgrading our existing assets, to reduce

greenhouse gas emissions (see page 51 for

examples).

Our dedicated warehouse teams ensure orders

are picked to a high degree of accuracy and our

drivers represent Bunzl on a daily basis as the

main face-to-face contact with our customers.

The companies within our Group are dedicated to

developing our people through various methods,

including formal training programmes, online

learning opportunities, coaching and mentoring

and are renowned for fostering inclusive work

environments, where individuals can excel

regardless of their background. They also

understand that diverse and inclusive workplaces

earn more commitment and deeper trust from

their people and that is one of the reasons why

Bunzl has increased its focus on this area over the

last few years.

Taking action on climate change

2024 was the warmest year on record,

with rising

global temperatures driving more extreme

weather events, such as the devastating flooding

in Spain, deadly heatwaves in West Africa and

dangerous hurricanes in North America. With

theincidences, unpredictability and severity of

extreme weather events increasing, the financial

impact to farming, infrastructure, productivity

and health is projected to be high.

These changes and extreme weather events

canbe attributed to human activity and as they

become more pronounced in the coming

decades, without concerted and ambitious action

from companies and governments, they will

present significant challenges and impacts to

oursociety and environment. With 2024 being

thefirst calendar year when the average global

temperature exceeded its pre-industrial level by

1.5⁰C

, the limit set in the Paris agreement, there

remains an urgent need for low carbon solutions,

a rapid migration away from fossil fuels and more

climate-focused legislation.

We recognise the key role that large businesses

will play in tackling this global challenge and over

the last three years have worked to implement

clear, tangible plans for how we plan to tackle

climate change-related risks and opportunities

across our operations and supply chains. In

addition to regularly assessing the long term

risksclimate change presents to the business,

ouroperating companies and suppliers have

continued to deliver against our near term

science-based carbon reduction targets and

ourabsolute emissions have decreased by 18%

since 2019.

1. www.bbc.co.uk/news/articles/cd7575x8yq5o

2. www.climate.copernicus.eu/copernicus-2024-first-year-exceed-15degc-above-pre-industrial-level

46 BUNZL Annual Report 2024

Decarbonisation lever Emission sources addressed How reduction will be achieved

Overall impact

on emissions

Action taken

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 The transition of smaller commercial vehicles to

electric alternatives is progressing, with several

conversions completed across our global

operations. In 2024, we launched our first electric

heavy-duty truck at our cleaning & hygiene

business in Bunzl Canada. With a range of 350

kilometres on a single battery charge and

operating on 100% renewable electricity, this

vehicle is optimised for urban deliveries within the

Toronto area. This initiative marks a significant step

in advancing both efficiency and sustainability

within Bunzl North America’s operations. The

outcomes of this project, along with other electric

vehicle initiatives across the Group will provide

valuable insights to inform future decisions

regarding our electric vehicle strategy.

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 Ecolab Inc., a global sustainability leader offering

water, hygiene and infection prevention solutions

announced in 2024 that its climate targets have

been approved by the SBTi. The validation

encompasses Ecolab’s near and long term

greenhouse gas (‘GHG’) emissions targets and

bolsters the company’s track record in its journey

to achieve net zero emissions across its value

chain. Ecolab Inc. is in the top 10 suppliers by

emissions for Bunzl and this group represents 31%

of the emissions in our target boundary. To date,

62% of suppliers by emissions in the top 10

(including Ecolab Inc.) have targets formally

approved by the SBTi and the remainder have all

pledged to meet our requirements by 2027.

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

• End of life treatment of sold

products

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 Bunzl Retail Supplies in the UK have worked with

leading convenience retailer Co-op to roll out new

shroud coverings for backhaul waste cages across

its entire store estate. The move will see Co-op

moving away from single use stretch-wrap plastic

film typically used for cages which hold shopfloor

waste, such as packaging and cardboard. The

reusable shrouds, which have an expected lifespan

of up to five years, are made from recycled plastic

and are expected to reduce carbon emissions by

around 630 tonnes of CO

e each year.

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

1. Very High (>10% of total reduction), High (>5%), Medium (>2.5%), Low <2.5%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 47

// SUSTAINABILITY continued

Decarbonisation lever Emission sources addressed How reduction will be achieved

Overall impact

on emissions

Action taken

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 Faerch, one of Bunzl’s packaging suppliers, has

anintegrated recycling facility called Cirrec that

transforms post-consumer household waste

rPETfrom across Europe into new European Food

Safety Authority (‘EFSA’) food-grade packaging.

Byrecycling 3.6 billion food trays annually (soon

expanding to 5 billion) Faerch diverts millions of

tonnes of plastic from landfill or incineration,

significantly reducing emissions associated with

virgin plastic production. This industrial-scale

recycling operation helps Faerch’s partners to

lower their scope 3 carbon footprint. Faerch is also

accelerating its shift to renewable energy across

29locations in 15 countries. Power Purchase

Agreements (‘PPAs’) are already in place in Poland,

the UK and Denmark with more underway in Spain,

Italy, France, Germany and Poland. By 2025, all

sites are expected to be covered, supporting

Faerch’s goal of sourcing 100% renewable

energyby 2030.

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 We are committed to reducing the emissions

linkedto our electricity use by prioritising energy

efficiency projects, transitioning to renewable

energy and employing new innovative technologies

(as highlighted in the MultiLine case study on

page51). In Australia, we continue to focus on solar

energy and in 2024, we converted three more sites

to solar power, raising the total number of

solar-powered sites to five. Due to these initiatives,

5% of our electricity consumption in Australia now

comes from self-generated renewable energy.

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%

48 BUNZL Annual Report 2024

Bunzl’s emissions breakdown

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 66. 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 framework.

In 2024, we have engagement 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 and developed a step by

step approach that can be updated each year.

The assessment process consisted of five

mainstages:

Purchased goods

and services

80%

Downstream

transport

Upstream

transport

Product

emissions

Operations and

workforce

End-of-life

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 stricter 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.

Total emissions

c.8.2m tCO2

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 49

// SUSTAINABILITY continued

efficiency has improved by 26%, and our absolute

emissions have been reduced by 18%. However,

our absolute carbon emissions increased by 0.2%

in 2024 versus 2023, primarily due to the

emissions reported for the first time from recent

acquisitions. Additionally, our natural gas

consumption rose by 4%, driven by higher heating

demands, which contributed to a 0.7% increase in

global emissions. Our global electricity

consumption and associated emissions increased

by 4%, partly due to the increased charging of

electricity and hybrid company vehicles on-site.

In2024, approximately 2% of our electricity

consumption was allocated to charging electric

vehicles (‘EVs’). Nonetheless, we observed a

notable increase in the adoption of EVs,

particularly in the UK & Ireland and Continental

Europe, alongside improvements in energy

efficiency and a rise in the procurement of

renewable energy across the Group, from

25% to 28%.

The transition to EVs has made significant

progress, particularly with passenger cars, which

have benefitted from advancements in battery

technology and charging infrastructure. The

transition of smaller commercial vehicles to

electric alternatives is progressing, with

conversions successfully completed at several

sites in North America and the UK & Ireland.

Currently, we operate approximately 30 electric

commercial vehicles across our fleet. However,

scaling this transition to larger vehicles continues

to present several challenges.

3. Selecting climate scenarios and

timeframes

In a next step, we have updated the assessment

of 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 Hot

House 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) and more

information can be found on page 206 of our

ESGappendix.

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 whilst 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 have

been outlined on page 207 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.

A low carbon business and workforce

Our scope 1 and 2 carbon emissions in 2024

andour baseline year (2019) are shown in the

table below.

We are on track to achieve our science-based

reduction targets for 2030, which include a 27.5%

reduction in emissions and a 50% decrease in

emission intensity. Compared to 2019, our carbon

Scope 1 and 2 carbon emissions (market based) 2019 2024

2024 %

reduction

(vs 2019)

Total scope 1 and scope 2 emissions market-based

(tonnes of CO

141,320

115,660

◊

Emission intensity market-based

(tonnes of CO

e/£m revenue)

13.8 10.2

◊

1. Emissions and emissions intensity in our baseline year have been recalculated to reflect the impact of acquisitions.

◊ Included in the external auditors’ limited assurance scope. See data assurance statement, which is available on our website,

www.bunzl.com

Bunzl has been working with us to

quantify the carbon footprint of the

materials we place on the market

and has had a really proactive

approach to baselining the

materials we purchase and

suggesting alternatives that reduce

our overall environmental impact.

I’ve been really impressed with the

way the team has approached this

emerging challenge of

decarbonising packaging materials.”

ROB THOMPSON

Senior Packaging Manager, Food

Sustainability, Co-operative Group

50 BUNZL Annual Report 2024

Scope 1 and 2

emissions source

KPI % of

emissions in 2024

% change

since 2019 Key initiatives and results in 2024 Progress

Commercial

vehicles

49% -13% In 2024, we continued fuel-efficiency improvements with targeted initiatives in

North America focusing on reducing diesel consumption in commercial vehicles.

We continue to trial and implement electric commercial vehicles where feasible.

Conversion of our large commercial vehicles is still at an early stage. Range

limitations and impacts on operational efficiency still represent challenges for

the large-scale transition of vehicles. We intend to increase the usage of

Hydrotreated Vegetable Oil (‘HVO’) in our commercial vehicles and this initiative

is currently in progress.

In 2024, we have implemented several transitions to HVO in UK & Ireland and

Continental Europe. The HVO consumption by our commercial vehicle fleet

increased to approximately 1% of the Group diesel consumption, which is below

our initial projections. However, we anticipate a notable increase in HVO usage

in 2025, with around 15 additional transitions planned for the year.

Behind plan

but working

to meet

target

Company cars

12% -28% We continue to replace Internal Combustion Engine (‘ICE’) company cars with

electric and hybrid vehicles. In 2024, we have made significant progress in North

America with more than 25% of the cars converted to hybrid. In UK & Ireland,

more than 50% of company cars are electric and approximately 25% are hybrid.

On track

Electricity

23% -27% We continue to install energy efficient lighting in our buildings. In North America,

approximately 80% of the square footage of our sites has been equipped with

LED lighting.

The percentage of renewable energy purchased has increased to 28% in 2024.

Our businesses continue to install electricity generating solar panels. Solar

panels are now installed at 15 sites across the Group. The electricity generated

by these installations represents 1% of our total energy consumption.

On track

Heating

16% -12% We actively trial and implement new technologies across the Group to

supportour long term carbon reduction targets. The heat pump installed by

MultiLine has significantly improved energy efficiency and a planned installation

of solar panels will help to further offset the need for fossil fuel-based power

atthe business.

On track

Total 100% -18% We remain on track to meet our near term science-based targets.

On track

More information

Detailed energy consumption and climate change data can be found in the

ESG appendix (see page 208). Our climate change reporting procedures can

be found in the EHS and Sustainability Reporting guidelines in the

sustainability section of our website (www.bunzl.com/sustainability/

sustainability-reporting/).

The independent assurance for our scope 1 and scope 2 carbon emissions

and emission intensity (tonnes of CO

e per £m revenue) calculations can be

found in the ESG appendix of this report (see page 210 and in the EHS data

assurance statement in the sustainability section of our corporate website.

The limitations of current battery capacities

significantly impact the efficiency and range

oflarger vehicles, which are essential for long-

distance transportation and heavy-duty

applications. Additionally, the infrastructure

required to support the widespread use of large

EVs remains underdeveloped. The continued

reliance on fossil fuels for larger vehicles highlights

the need for further innovations and investments

to overcome these barriers for a successful large

scale transition to electric mobility.

We actively trial and implement new technologies

across the Group to support our longer term

carbon reduction targets. A notable case study

from Denmark demonstrates the effectiveness

oftechnologies in reducing carbon emissions. At

MultiLine, one of our businesses in Denmark, the

installation of a state-of-the-art heat pump

resulted in an impressive 80% reduction in

carbon emissions. The heat pump significantly

improved energy efficiency, while in a next step

the installation of solar panels that generate clean

electricity will further offset the need for fossil

fuel-based power and supports the site in its

journey to become net zero. This integration of

green technologies not only enhances

sustainability but over time also leads to

considerable cost savings. The project highlights

the potential for our businesses to achieve

substantial environmental benefits while

contributing to the Group commitment to a low

carbon future.

As suitable new technologies develop, we will

revisit our roadmaps accordingly to ensure our

activities remain ambitious. The table to the right

shows the near term activities our business areas

are working on to ensure we stay on track to

achieve our scope 1 and 2 science-based

reduction goals in 2030.

We also report on our climate change

performance through our annual response

to the CDP. In 2024, we received a B rating

for our response.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 51

// SUSTAINABILITY continued

Investing in a diverse workforce

Diversity, Equity, Inclusion and Belonging (‘DEIB’)

are not just buzzwords at Bunzl; they are essential

pillars of the success and sustainability ofour

modern businesses. As a global business we

believe that if we embrace diverse perspectives

into our decision making we will be able to

respond far more quickly and nimbly to the

demands of our customers, who themselves

arediverse – straddling different market sectors,

geographies and with a huge variety of end users.

We accept that establishing common DEIB

objectives across a decentralised and diversified

group such as Bunzl is not easy, but we believe

that making progress starts with the creation of

atruly inclusive culture, where all of our c.27,000

people can feel asense of belonging and bring

their whole selves to work.

We know that there are very compelling reasons

for our businesses todeliver tangible

improvements to the diversity of their teams.

Firstly, diverse teams are proven to be more

innovative and adaptable, and a variety of

perspectives leads to better decision making and

problem solving, giving our companies a

competitive edge. Secondly, an inclusive culture

enhances employee engagement (see page 32)

and satisfaction, reducing turnover and attracting

top talent. Lastly, with our customers and

investors increasingly valuing ESG, companies

that prioritise diversity and inclusion are more

likely to gain their trust and loyalty. We see this

focus as a condition of doing business with all our

major stakeholders.

Since we launched our first set of Group diversity,

equity and inclusion targets in 2021, we have

made great progress, asillustrated on page 37.

The objectives themselves have evolved from an

initial focus on gender diversity, where we have

made significant progress, to a strategy around

inclusion in its broadest sense. As evidenced

elsewhere in the report, we have:

• further formalised our regional listening

forums, including the sessions run by the

non-executive directors;

• tracked the differences by gender in the Great

Place to Work Survey and explored possible

reasons for the differences with groups of

female colleagues;

• held specific listening sessions between the

CEO and groups of females and ethnically

diverse colleagues; and

• rolled out the Reverse Mentoring initiative

forthe Leadership Team.

The drivers for investing in a diverse workforce at Bunzl

1 2 3

It is a critical component of our employment brand – a truly

equitable and inclusive culture is increasingly becoming a

necessity in the workplace.

It is also becoming a condition of doing business with our

key customers and other stakeholders.

We need to open up the talent pool in order to attract,

recruit and build the capabilities we need for the future.

EQUALITY EQUITYDOESN’T MEAN

Our materiality matrix

High Very high

DIVERSITY AND INCLUSION:

IDENTIFIED AS A MATERIAL

ISSUE IN OUR 2020 AND 2023

MATERIALITY ASSESSMENTS

52 BUNZL Annual Report 2024

Progress in diversity, equity and inclusion

OUR COMMITMENT GENDER DIVERSITY WOMEN IN LEADERSHIP TOTAL WORKFORCE AGE PROFILE

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

inclusiveculture where everyone,

irrespective of background, can

thriveandbuild their careers.

39%

61%

25%

Under 30 19%

1% vs 2023

30–39 25%

1% vs 2023

40–54 36%

1% vs 2023

Over 55 20%

1% vs 2023

1. Gender diversity at Group-level 2. Senior leadership group defined as the c.530 leaders

that receive share awards as part of their remuneration

ACTIONS TO DRIVE SUCCESS IN 2025

GENDER DIVERSITY MINORITY GROUP PARTICIPATION

Continue to maintain a representation of

females in leadership roles of at least 20%

and aim to make year-on-year improvement

to the underlying percentage by:

• 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;

• continuing to use the insights from the

Great Place to Work survey to create

meaningful action plans to improve female

employee engagement;

• continuing our work to expand the

‘Inspiring Women in Bunzl’ networks and

other regional and local female-focused

resource groups; and

• developing of our Group employer brand

to articulate how it feels to work for Bunzl.

Continue to identify opportunities at a

regional and local level to improve our

employer value proposition and reputation

as an inclusive employer by:

• continuing to build on the regional

listening groups to ensure that under-

represented voices continue to be heard;

• supporting the expansion of the reverse

mentoring programme;

• continue to use the insights from the Great

Place to Work survey to create meaningful

action plans to improve employee

engagement for under-represented

groups; and

• continue to ensure that we continue to

have at least one Director from a minority

ethnic background on the Board.

vs 2023

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 53

// SUSTAINABILITY continued

Great Place to Work survey

(Justice section)

Our recent Great Place to Work results

demonstrated that our businesses are

making good progress and those surveyed

felt the people in their respective

businesses are treated fairly regardless

oftheir differences.

Positive responses from the survey

population

81%

People here are treated fairly

regardless of their age

90%

People here are treated fairly

regardless of their race

88%

People here are treated fairly

regardless of their gender

91%

People here are treated fairly

regardless of their sexual orientation

Fostering diversity and inclusion

isnot just a moral imperative but

astrategic business advantage.

Companies that invest in creating

inclusive environments will be

better positioned to navigate the

complexities of the modern world,

drive sustainable growth, and

contribute positively to society.

I’vebeen pleased to help lead our

Inspiring Women in Bunzl

programme in North America and

Iam delighted that the initiative

hasdelivered tangible results.”

BETH DAHLKE

Division President Safety,

Bunzl North America

Employee Resource Groups

Over the past year, our businesses have

continued to introduce and run a number of

initiatives designed to enhance diversity, equity

and inclusion within the workplace. Employee

Resource Groups (‘ERGs’) have proven to be

particularly successful initiatives across our

decentralised structure and have helped to foster

a sense of belonging, enhanced employee

engagement and promoted cultural awareness

across our business areas.

In Latin America, one of the most impactful

initiatives in their strategy is the Empowering

Women in Leadership Programme which was

developed in 2021 in partnership with the

Pontifical Catholic University of Chile. This

programme represented a milestone in the

business area’s commitment to female

empowerment, offering practical tools for

personal development and preparing women to

take on leadership roles in the future. Since 2021,

approximately 170 women from Latin America

have participated in the programme and the

results are notable, with 28% of the programme

participants being promoted to senior positions

across the region.

The Inspiring Ethnicity in Bunzl (‘IEIB’) programme,

initially created in the UK & Ireland, was officially

launched in North America in 2024 with the

mission of fostering networking, professional

development, and mentoring opportunities for

employees from diverse ethnic groups. IEIB is

open to employees of any race or ethnicity.

Thefirst initiative was a Financial Awareness

campaign. Topics included were ‘Money Matters

to Me’, ‘Keys to Managing Credit’ and ‘Medical

Benefits 101’. These topics of discussion were

rolled out successfully to four pilot locations

andinvolved c.400 employees. The second ERG

launched in 2024 was Inspiring the Next

Generation in Bunzl (‘INGIB’). Its primary aim

isto‘foster meaningful connections and ignite

development for next generation professionals.’

In a short space of time the programme has

attracted c.200 members and hosts quarterly

virtual events on a variety of topics. Both ERG’s

look forward to continuing growth and

development in 2025.

In Australia, we have continued to develop our

First Nations programme by implementing our

accredited Reconciliation Action Plan (‘RAP’)

across the business, reaffirming our commitment

to building partnerships with First Nations

communities and businesses. In 2024, we

appointed a First Nations adviser to build upon

our initial engagement with these partners. The

business area ran several engagement events to

celebrate diversity and individualism, and to

support our goal of being a diverse and inclusive

workplace. These actions have increased our

employees’ understanding of First Nations culture

and strengthened procurement partnerships with

First Nations-owned businesses, enhancing our

ability to respond to tenders with genuine

examples of support.

Our Inspiring Women in Bunzl (‘IWIB’)

programmes have continued to meet and drive

progress, contributing to our achievement of 25%

women in senior leadership positions. This

represents an 11% Group-wide increase since the

launch of our first IWIB programme in the UK &

Ireland in 2019. Elsewhere in the Group, Bunzl

Ireland have achieved a Silver award in the Irish

Centre for Diversity’s corporate accreditation

scheme and a number of our businesses in

France, Germany and Spain have signed the

European Diversity Charter to promote diversity

and inclusion in the workplace and report on the

measures they have implemented.

54 BUNZL Annual Report 2024

Providing tailored solutions

As the world grapples with pressing

environmental challenges, the concept of a

circular economy has emerged as a practical

solution, offering a sustainable alternative to the

traditional linear model. Current trends we see

across our customers in the grocery, retail and

foodservice sectors indicate a growing emphasis

on reducing waste, recycling and reusing

materials and extending product lifecycles.

However, according to the Circularity Gap Report

2024, global circularity decreased from 9.1% in

2018 to 7.2% in 2023, highlighting the urgent and

continued need for action

Legislation is also pivotal in supporting the

circular economy. Policies like the EU’s upcoming

Green Claims directive and Packaging Waste

Only 1% of revenue generated from consumables facing regulation

Regulations are steps in the right direction,

butmore comprehensive measures are needed

globally, coupled with improved infrastructure.

Toachieve faster and more significant progress,

an integrated strategy for collection and recycling

across cities, regions and countries is essential

and advanced technologies such as chemical

recycling should also be adopted to boost the

amount of recycled materials available.

We have an important role in providing the

tailored solutions that respond to these trends

and continue to enable customers to transition to

products and solutions that support a low carbon

and more circular economy. This unique ability

represents both a competitive advantage and

growth opportunity for Bunzl.

Non-packaging

products

£ 7.8b n (68%

)

Packaging with an

important purpose

£0.4bn (3%

)

Packaging and products made

from alternative materials

£2.0bn (18%

)

Consumables facing

regulation

£0.1b n (1%

)

Consumables likely

totransition

£1.1b n (10%

)

Our material ESG themes

PROVIDING TAILORED SOLUTIONS

TAKING ACTION ON CLIMATE CHANGE

BUSINESS CONDUCT

OUR CUSTOMERS

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 essential items, which allows them to focus on

their core businesses. We have more than 6,500

expert sales people and locally based customer

service specialists who use their deep and

detailed knowledge to work with customers to

ensure that they receive the best possible advice

on all product and service-related matters.

These teams are supported by local and regional

sustainability specialists across the Group who

possess a deep understanding of our products,

customer sectors, operations and their

challenges. They drive the integration of our

sustainability value proposition with customers;

providing customer-specific data, advice and

regular updates on new legislation and trends,

often through proprietary in-house tools (see

pages 58 and 59 for examples). This means, in

aworld where new sustainability reporting and

legislation requirements are increasing, our teams

give significant value to customers by providing

the data and expertise they need to make

informed decisions and communicate their

progress accurately and effectively.

This technical expertise, coupled with our

sourcing proficiency, means we are uniquely

positioned to supply the products and solutions

our customers need to meet their targets, reduce

carbon emissions, comply with legislation and

improve their overall sustainability credentials.

With customers facing the dual challenge of

stricter packaging restrictions and cost pressures,

our extensive (and increased) ranges of own

brand packaging solutions help them transition

toalternative materials at competitive prices while

not compromising on product quality or

sustainability credentials.

* These figures do not include revenues from 2024 acquisitions (see Note 9 to the consolidated financial statements on

page159).

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 2024 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 Appendix

on page 205.

1. https://www.greenmatch.co.uk/environmental-impact-of-a-circular-economy

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 55

// SUSTAINABILITY continued

Gain

creation

Customer

gains

Solutions

Customer

tasks

Pain

relief

Pain

points

CUSTOMER

Our sustainability value proposition

SUPPORTED BY – RESPONSIBLY SOURCED SOLUTIONS AND SCIENCE-BASED CLIMATE CHANGE TARGETS

We provide data to

make informed

decisions

Providing solutions

compliant

with legislation

Solutions tailored to

their business

Achieving targets and

remaining compliant

Innovative

sustainable products

Leading own brand

ranges

Meet ESG targets,

remain compliant

Pleasing consumers

Expert teams provide

detailed product

knowledge

Simplifying complex

themes with

proprietary tools

Complex, fragmented

legislation

Making the right

decision

In 2024, our businesses continued to help

transition customers to packaging products made

from alternative materials, and these solutions

now account for 56% of total packaging sales

across the Group. The Group continues to have

very limited exposure (1%) to single-use plastic

consumables facing regulation where some

volume reduction is expected and the proportion

of total Group revenue attributable to non-

packaging products or packaging made from

alternative materials is high at 86%

Our teams have continued to present our

sustainability value proposition to our customers

in 2024, providing support with data collection

projects, giving updates on new legislation and

recommending and supplying new solutions.

Acombination of one-to-one meetings, in-person

seminars and online webinars have been used.

Our sustainability value proposition is rooted

indata, starting with our comprehensive

understanding of our products, customer

sectors,operations and their regional challenges.

We provide access to detailed packaging data

(material type, weight, composition, certifications

and carbon footprint) and information our

customers need to track progress against and

report effectively on their targets.

Our expert sustainability teams then provide

customer-specific advice and regular updates on

new legislation and trends. They use proprietary

in-house tools to present packaging data and

carbon emission reports to customers and

provide customer-specific advice and regular

updates on legislation and trends.

Finally, unlike a consultancy service we are

uniquely positioned to then supply the solutions

our customers need to meet their targets, comply

with legislation and improve their sustainability

credentials. Our emerging own brand packaging

ranges promote faster, more affordable transition

to alternative materials (see page 27) and we use

our unique position in the supply chain to source

alternative products for our customers that

comply with new legislation.

In addition, Bunzl customers benefit from

responsibly sourced products that safeguard

against reputational risks and science-based

climate change targets aimed at reducing carbon

emissions in their value chain. In 2025, we will

continue to take our value proposition to both

new and existing customers and drive more of the

benefits our engagement has brought this year.

1. Excluding revenue from acquisitions.

56 BUNZL Annual Report 2024

CASE STUDY

OUR SUSTAINABILITY

VALUE PROPOSITION

INACTION

Bunzl has secured a far-reaching new agreement

with Aramark, the multinational foodservice and

facilities management company providing

services to clients across education, defence,

healthcare, business, and leisure. The contract

also supports Avendra International, Aramark’s

wholly-owned business specialising in supply

chain and group purchasing for third party

clients in hospitality and other related sectors.

Bunzl will supply multiple Aramark and Avendra

International locations across UK & Ireland and

Continental Europe with a wide range of items

including disposables, cleaning & hygiene

materials, tableware and foodservice products.

This new contract was secured as part of a new

initiative whereby much of the negotiation and

administration was undertaken at a centralised

European level, with the local knowledge and

expertise of individual Bunzl businesses used

forfulfilment and distribution.

Aramark and Avendra International have enjoyed

a strong partnership with Bunzl in the past and

are delighted to have signed this expanded

agreement. The deal aligns closely with their

objective of leveraging central efficiencies and

scale, while delivering local value and expertise

to their clients, alongside a commitment to

sustainable sourcing. The process was regularly

supported by our sustainability experts who

held a number of meetings with the Aramark

team covering our sustainability value

proposition along with deep dive sessions on

specific topics like responsible sourcing and

netzero.

Bunzl’s approach to all sustainability-

related topics is both robust and

thorough. On numerous occasions,

we’ve had the pleasure of connecting

with passionate and knowledgeable

sustainability experts and leaders

within Bunzl’s business to better

understand their current position

andfuture strategy. In turn, this helps

us identify how our business can

leverage this expertise to support

ourown sustainability strategy, goals

and targets.

We look forward to continuing our

partnership with Bunzl; a supply

partner who is committed to sharing

ideas and implementing strategies

centred around sustainability. Through

our continued collaboration with Bunzl

on various sustainability topics, we

confidently offer our clients solutions

that add value to their operations and

support diverse sustainability

requirements, aligned with Aramark’s

‘Be Well. Do Well.’ platform,

promotingthe well-being of people

and the planet.”

DUNCAN BENNETT

Vice President Global Supply Chain,

Aramark & Avendra International

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 57

// SUSTAINABILITY continued

CASE STUDIES

DATA

In Finland, one of our recent acquisitions,

Pamark, has developed a strategic partnership

with their product suppliers to build a

database and platform called ‘Greenline’ that is

used with customers to help them understand

the environmental and societal impacts of the

products they buy. Funded by our product

suppliers (Greenline Partners), the platform

now has carbon emissions information for

c.17,000 products and has proven to be a

source of competitive advantage and a useful

tool for customer acquisition and retention.

Our customer, SSP UK & Ireland, create and

run food and drink outlets in travel locations.

As part of their sustainability journey, they are

working to remove virgin plastic from their

business. Where it is particularly difficult to

remove plastic, they are focusing their efforts

on shifting the mix away from virgin polymers

and towards recycled plastic. A critical enabler

of this was to gain better visibility of their virgin

plastic consumption. Bunzl Catering Supplies

(‘BCS’), in the UK & Ireland, conducted a

detailed assessment of SSP’s plastic footprint.

Using these insights, SSP are now trialling

swaps for the biggest virgin plastic drivers

withBCS, for example refuse sacks with a

higher percentage of recycled content.

CASE STUDY

AWARD WINNING SUSTAINABLE PACKAGING

Bunzl Safety and Lifting won an

Australian PIDA (Packaging Innovation

Design Award) for Sustainable

Packaging. The award is designed

torecognise companies that have

developed innovative packaging

solutions that incorporate

sustainability solutions. Key

improvements included reducing

thesize of swing tags, replacing

unrecoverable plastic garment bags

with cardboard pack bands, switching

from solvent-based inks on cartons to

less toxic water-soluble ink, and

replacing plastic swing ties with

cotton cords.

These efforts, which spanned over

2,000 SKUs and covers the entire

workwear range, are expected to

divert more than two tonnes of plastic

from landfill annually.

58 BUNZL Annual Report 2024

CASE STUDIES

SOLUTIONS

As part of a new five-year pallet wrap supply

contract worth AUD 800,000, Bunzl Australia

New Zealand also supplied 70 new Advantage

pallet wrap machines, valued at over AUD 1.5

million. The customer’s decision to enter into a

new contract and invest in new machinery was

not only driven by enhanced load containment

but also by significant waste reduction and

cost savings. By transitioning to a higher

quality, thinner pallet wrap, the customer

achieved annual cost savings of 50% and

reduced plastic waste by c.200 tonnes.

Bunzl Distribution Denmark formed a

teamofsustainability and food packaging

specialiststo successfully attract two

international customers who supply food

worldwide with total revenues reaching over

€3 million in 2024. The team has worked

withthe fresh produce and seafood

wholesalers to help them achieve their

sustainability goals by transitioning their

packaging products to materials well suited

tothe household recycling infrastructure in

Scandinavia. The team has worked to

consolidate multiple packaging suppliers into

one and switched non-recyclable products to

solutions well suited to the circular economy,

for example recyclable PET trays and mono

material lidding films.

CASE STUDIES

KNOWLEDGE

In North America, Bunzl helps customers

meettheir own sustainability goals through its

internal ‘Blue Key’ sustainability consultancy

offering. In 2024, Blue Key advisers worked

with a large restaurant group with over 6,500

stores to provide detailed information and

guidance on the legislation they face across

the country. With a fragmented and complex

legislative environment in the USA, the

database Blue Key advisers created for the

customer was well received and given the

lackof internal sustainability resources in the

customer’s business, was cited as playing a

keyrole in the retention of their contract.

Bunzl Retail Supplies (‘BRS’) in the UK offers

aSustainability Consultancy service, helping

retailers navigate an evolving and complex

legislative landscape. During 2024, 50 high

volume product lines for a leading grocery

retailer were mapped using external Life Cycle

Assessment (‘LCA’) software to help calculate

scope 3 carbon emissions. With support

delivered to six major grocery retailers, the

Sustainability Consultancy service enables BRS

to invest in the technical development process

for new innovative products.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 59

GOVERNANCE

Now in its third year, our Board Sustainability

Committee (‘BSC’) provides strategic oversight

ofour sustainability opportunities and risks and

continues to further the Board’s knowledge in this

important area for Bunzl. During 2024, the BSC

met three times and in addition to assessing the

progress made against our annual sustainability

KPIs at every meeting, also reviewed our key

projects from the last 12 to 18 months. Our

double materiality assessment process, net zero

transition plan, supplier engagement on climate

change and customer value proposition were all

discussed in detail and we will continue to bring

updates on key projects, trends and legislation

tothe BSC in 2025.

Our Group Sustainability Committee is a

cross-functional leadership body that engages the

senior management teams across our business

areas, offering oversight and strategic direction

for our sustainability programme. Chaired by our

CEO and attended by members of our Executive

team, the Committee meets quarterly to ensure

Bunzl has an ambitious and effectively governed

sustainability strategy. It sets targets, monitors

progress, and supports the work of our business

area sustainability teams. In 2024, the Group

Sustainability Committee reviewed the progress

made against our sustainability targets, key

projects and the details relating to new reporting

legislation, for example, the EU Corporate

Sustainability Reporting Directive.

Board Sustainability Committee

OUR SUSTAINABILITY GOVERNANCE STRUCTURE

Group Sustainability Committee

Business areas and operating company responsibilities

(including regional sustainability forums, local sustainability

governance meetings, product and packaging groups)

Supply Chain

Committee

Health & Safety

Committee

Environment & Climate

Change Committee

Board

We have a well-established governance structure to oversee

the execution of our sustainability strategy and activities across

the Bunzl Group.

The Supply Chain Committee is responsible for

developing processes and procedures to identify

opportunities and mitigate risks within our global

supply chains, ensuring regulatory compliance as

a minimum. In 2024, the Committee reviewed our

new supply chain risk assessment work and the

progress of our ethical auditing and supplier

engagement programmes.

The Health & Safety Committee is tasked with

evaluating the key health and safety risks across

Bunzl. They develop, review, and monitor

appropriate policies, standards, and regulations

related to health and safety management across

the Group. In 2024, the Committee reviewed and

updated the Group Health & Safety standards

and safety audit programme and continued to

focus on the roll out of a leading safety indicator

programme.

Our Environment & Climate Change Committee

governs the progress of our regional carbon

roadmaps. The Committee meets four times

ayear and includes representation from

allbusiness areas. In 2024, the Environment

&Climate Change Committee assessed

performance against our environmental

objectives and tracked the progress of

initiativesaimed at reducing scope 1 and 2

emissions across the Group, such as renewable

energy procurement, alternative fuels, and the

transition of commercial vehicles.

// SUSTAINABILITY continued

60 BUNZL Annual Report 2024

// TCFD

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.

Our climate-related disclosures are consistent

with the TCFD recommendations and

recommended disclosures as set out in the TCFD

framework published in June 2017 and the

updated ‘Annex’ published in 2021. The index

table to the right provides a reference to where

these disclosures can be found throughout our

Annual Report.

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.

Sustainability report: page 60

Governance report: pages 85–88, 89, 91, 94, 112–113

b) Describe management’s role in assessing and

managing climate-related risks and opportunities.

Sustainability report: page 60

ESG appendix: page 206–207

Governance report: pages 85–89, 91, 94, 112– 113

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.

Sustainability report: page 49–50

ESG appendix: page 206–207

b) Describe the impact of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning.

Sustainability report: page 49–50

ESG appendix: page 206–207

c) Describe the resilience of the organisation’s

strategy, taking into consideration different

climate-related scenarios including a 2°C or lower

temperature scenario.

Sustainability report: page 49–50

ESG appendix: page 206–207

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.

Sustainability report: page 49–50

Principal risks: pages 66–68, 74

b) Describe the organisation’s processes for

managing climate-related risks.

Sustainability report: page 49–50

Principal risks: pages 66–68, 74

c) Describe how processes for identifying, assessing

and managing climate-related risks are integrated

into the organisation’s overall risk management.

Sustainability report: page 49–50

Principal risks: pages 66–68, 74

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.

Sustainability report: pages 45–51

Key Performance indicators: page 37

Sustainability report: pages 208–209

b) Disclose scope 1, scope 2, and, if appropriate,

scope 3 greenhouse gas (‘GHG’) emissions and the

related risks.

Sustainability report: pages 45–51

Key Performance indicators: page 37

Sustainability report: pages 208–209

c) Describe the targets used by the organisation to

manage climate-related risks and opportunities

and performance against targets.

Sustainability report: pages 45–51

Key Performance indicators: page 37

Sustainability report: pages 208–209

TCFD INDEX

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 61

// SECTION 172 STATEMENT

CONSIDERING THE INTERESTS

OF ALL OUR STAKEHOLDERS TO

CREATE SUSTAINABLE VALUE

SECTION 172

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

• Acquisitions: page 1

• Company purpose: page 26

• Our business model: pages 22 to 23

• Our strategy: page 26

• Shareholder returns: page 2

• Capital allocation: pages 24 to 25

The impact of the Company’s operations

on the community and the environment

• Carbon emissions: pages 208 to 209

• Community investment: page 212

• Non-financial and sustainability

information statement: page 83

• Sustainability: pages 38 to 60

• TCFD disclosures: page 61

The interests of the Company’s employees

• Diversity, equity and inclusion: pages52

to 54

• Employment policies: page 138

• Employee engagement

statement: page 95

• Our people: pages 31 to 35

The Company maintaining a reputation

for high standards of business conduct

• Audit Committee report: pages 102 to

111

• Culture and values: page 94

• Independent auditors’ report:

pages189 to 194

• Non-financial and sustainability

information statement: page 83

• Whistleblowing: page 210

• Fraud policy: page 83

The need to foster the Company’s

business relationships with suppliers,

customers and others

See our ‘Policy hub’ at www.bunzl.com

to access:

• Bunzl Anti-Bribery and Corruption

Policy

• Business Code of Conduct Policy

• Bunzl Ethical Sourcing Policy

• Modern Slavery Statement

• Supplier Code of Conduct

The need to act fairly as between

members of the Company

• Shareholder engagement: page 96

• The Company’s Annual General Meeting

(‘AGM’): page 137

• Investor roadshows: page 64

• Capital markets day: page 38

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, which are identified on

pages63 to 65, 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.

Engagement with stakeholders takes place

through a range of mechanisms, key examples

ofwhich are set out on the following pages.

These mechanisms are kept under review and

theBoard is satisfied that they remained effective

throughout 2024.

Engagement is carried out primarily at operational

level and is reported to the Board by senior

management on a regular basis. Direct

engagement by the Board takes place when

appropriate and on pertinent matters.

When considering stakeholders in its

deliberations, there are occasions when the

Board must weigh the competing interests of

certain stakeholder groups against each other.

Insuch cases, the Board always seeks to ensure

that those impacted are treated fairly.

Regular engagement with our stakeholders is vital for achieving

sustainable long term success.

62 BUNZL Annual Report 2024

EMPLOYEES

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.

Concerns and interests

• Fair remuneration

• Sharing in the Company’s success

• Fair policies and practices

• Talent development and career

progression

• A safe and inclusive working environment

• Good communications

• Having a positive impact on the community

and the environment

How we engage

The Board carried out direct engagement

with employees during 2024 through site

visits, meetings with young talent groups

andCEO and non-executive director listening

sessions. In addition, indirect engagement

took place through regular team briefings

and Board consideration of our 2024 Great

Place to Work survey.

Outcomes of engagement

See the employee engagement statement on

page 95 for the Company’s responses to

engagement with employees during the year.

The outcome of Bunzl’s 2024 Great Place to

Work survey is detailed on pages 32 and 33.

c.27,000

employees

71%

trust index score in our

Great Place to Work survey

CUSTOMERS

Relevance to strategy

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

• Innovative product solutions

• Competitive prices

• On-time and in-full delivery

• Access to customer service and sales

• 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

Engagement in 2024 has highlighted

sustainability as a continuing area of

importance to our customers. In response

tothis, we are continually developing our

sustainability offering and our engagement

mechanisms with customers to ensure that

our sustainability solutions are tailored to

their needs. This focus has also informed the

Board’s sustainability agenda in relation to

acquisitions and market expansion, which

are outlined on page 26.

75%

of customer orders processed digitally

c.28%

own brand penetration

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 63

SHAREHOLDERS

Relevance to strategy

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.

Concerns and interests

• Financial performance

• Shareholder returns

• Capital allocation

• Resilience

• Environmental, social and governance

matters

• Executive remuneration

• Strategic priorities

• Leadership and succession planning

How we engage

Committee Chairs proactively seek

engagement with major shareholders

onpertinent matters within their areas of

responsibility and major shareholders are

routinely invited to meet with the Chairman.

To read more about direct engagement

between the Board and shareholders see

page 96. 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

The outcomes of our shareholder

engagement throughout 2024 were positive,

with no specific matters of concern being

raised. The Board ensures there are

mechanisms in place to facilitate shareholder

engagement and the Company held 196

meetings with investors in 2024. Additional

information on the topics discussed during

our shareholder engagement can be found

on page 96.

196

meetings with investors

32 years

of consecutive annual dividend growth

SUPPLIERS

Relevance to strategy

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.

Concerns and interests

• Ethical supply chains

• Reliable partnerships

• On-time payment

• Mutual trust

• Improving environmental impacts

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 2024 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 page 43.

Outcomes of engagement

We continue to work with our suppliers to

achieve our scope 3 emissions target and

33% of our suppliers

by emissions currently

have science-based targets in place, aligned

to the Science-Based Targets Initiative (‘SBTi’).

To read about our work to build a low carbon

supplier network, see page 45. Further

outcomes of engagement with Bunzl’s

suppliers and the results of supplier audits

undertaken during the year can be found

onpage 43.

1,175

suppliers were assessed in 2024

33%

of suppliers

by emissions currently have

science-based targets in place

* Suppliers that are covered by our scope 3 supplier

engagement target.

// SECTION 172 STATEMENT continued

64 BUNZL Annual Report 2024

ENVIRONMENT AND COMMUNITY

Relevance to strategy

Sustainability is core to Bunzl’s strategy and

long term success. Our culture of continuous

improvement drives the determination to set

and meet ambitious climate-related targets.

Bunzl’s decentralised business relies on local

suppliers, recruiting local talent and

championing local businesses. Giving back

tothe community is core to Bunzl’s values

and the Company participated in a range of

community initiatives throughout the year.

Concerns and interests

• Ambitious climate targets

• Science-backed commitments

• Clear roadmap to net zero

• Ethical supply chains

• Local support

• Community investment

• Cost of living crisis

• Inclusive working practices

• Employing local talent

• Sourcing local products

How we engage

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

During 2024, we made strong progress in

mapping our material ESG themes to our

value chain. To read more, see our material

issues overview on pages 39 to 40. To

support our community, we worked

withlong-standing charity partners on

environmental projects and Bunzl donated a

total of c.£1.1 million tocharitable causes

during 2024. More information detailing our

charitable contributions and initiatives during

the year can be found on page 212.

26%

more carbon efficient since 2019

c.£1.1 million

donated to charitable causes during 2024

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 65

Bunzl operates in six core market sectors in 32 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.

PRINCIPAL RISKS AND UNCERTAINTIES

A ROBUST APPROACH TO

RISK MANAGEMENT

RISK ASSESSMENT

RISK

IDENTIFICATION

INHERENT RISK

ASSESSMENT

RISK RESPONSE AND

RESIDUAL RISK

ASSESSMENT

• 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.

• The inherent impact and

probability of risks are

evaluated before

consideringthe effect of

anymitigating activities:

− impact is assessed based

on a defined range of

business continuity, health

& safety, environmental,

regulatory, reputational

and financial criteria; and

− probability is assessed as

remote, unlikely, possible

or probable.

• The relevant mitigating

activities and controls are

evaluated for each risk.

• 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

residual risk within Bunzl’s

risk appetite, enhancements

to risk mitigation activities

and controls are

considereduntil the residual

risk is reduced to an

acceptable level.

Risk

management

Identify

Assess

Respond

66 BUNZL Annual Report 2024

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 2024.

* The ‘Risk management and internal control’ section of the

Corporate governance report on pages 97 to 98 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

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.

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.

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

Businesses, with the support of business

area management, implement and

monitor the effectiveness of controls,

policies and procedures designed to

manage risk.

The Audit Committee

Reviews the process for the management

of risk, including the risk assessment and

risk response, and its effectiveness.

Directs and oversees internal audit’s

activities and reviews the results of

assurance over controls and risk

mitigationactivities.

Executive Committee

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 67

// PRINCIPAL RISKS AND UNCERTAINTIES continued

Principal risks and uncertainties

The Group operates in six core market sectors

in32 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.

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. Although this is 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.

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:

Organic growth

Acquisition growth

Operating model improvements

Sustainability

Following the half-year risk assessment by the

Board, currency translation is no longer

considered to be a principal risk. The Group’s

borrowings are denominated in US dollars,

sterling and euros in similar proportions to the

relative contribution of each of these currencies

to the Group’s EBITDA. Therefore, although the

majority of the Group’s revenue and profits are

earned in currencies other than sterling, volatility

of the net debt to EBITDA ratio from foreign

exchange movements is reduced. In addition, net

debt for the purposes of covenant calculations in

the Group’s financing documents is calculated

using average rather than closing exchange rates.

Consequently, any significant movement in

exchange rates towards the end of an accounting

period should not materially affect the ratio of net

debt to EBITDA. Both these factors minimise the

risk that financial covenants will be breached as a

result of foreign currency fluctuations and hence

it was appropriate to no longer treat Currency

Translation as a principal risk.

Monitoring risks

The Board reviews each risk and assesses the

gross impact, applying the hypothetical

assumption that there are no mitigating controls

in place, the net impact after mitigating controls

and the probability to set the Group’s mitigation

priorities. The register of principal risks and

uncertainties was updated following review by the

Executive Committee and approval by the Board.

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.

One such risk is geopolitical instability: with

operations in 32 countries, the increasing

complexity of international relations and

economics necessitates that Bunzl regularly

reviews and updates its strategy to mitigate

potential impact and uncertainty from geopolitical

developments. The effects of global conflicts;

shifting political ideologies, possibly leading to

changes in legislation and regulation; and

relations between China and the West are all

monitored through Bunzl’s emerging risk process

and are considered during principal risk

assessments to drive any coordinated responses

that may be required. Failure to supply and deliver

the required volumes could adversely impact

revenue, profit, and customer relationships. The

Board will continue to monitor this risk and the

impact on operations and any other uncertainties

that may impact Bunzl’s operations.

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.

68 BUNZL Annual Report 2024

Principal risks facing

the Group

Description of risk and how it might affect

the Group’s prospects

How the risk is managed

or mitigated

Developments in

2024

Strategic risks

1. Competitive pressures

Revenue and profits are

reduced as the Group loses a

customer or lowers prices due

to competitive pressures

Risk owner:

CEO and Business

Area Heads

Change to risk level:

Included in viability

statement: Yes

• The Group operates in highly competitive markets

and faces price competition from international,

national, regional and local companies in the

countries and markets in which it operates.

• Unforeseen changes in the competitive landscape

could also occur, such as an existing competitor or

new market entrant introducing disruptive

technologies or changes in routes to market.

• Customers, especially large or growing customers,

could exert pressure on the Group’s selling prices,

thereby reducing its margins, switch to a competitor

or ultimately choose to deal directly with suppliers.

• Any of these competitive pressures could lead to a

loss of market share and a reduction in the Group’s

revenue and profits.

• The Group’s geographic and market sector

diversification allow it to withstand shifts in demand,

while this global scale across many markets also

enables the Group to provide the broadest possible

range of customer specific solutions to suit their

exacting needs.

• The Group maintains high service levels and close

contact with its customers to ensure that their needs

are being met satisfactorily. This includes continuing

to invest in e-commerce and digital platforms to

further enhance its service offering to customers.

• The Group maintains strong relationships with

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’s large sales force connected with

customers to help them understand the range

ofproducts available to meet their needs.

• The Group enhanced its own brand offering,

particularly in the US, driving a higher penetration

ofown brand sales across the Group.

• 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

either a large customer

and/or a significant

number of small customers

Revenue and profits are

reduced as the Group loses

customers

Risk owner:

CEO and Business Area Heads

Change to risk level:

Included in viability

statement: Yes

• An unexpected insolvency of either a large customer

or a significant number of small customers could

lead to a sudden reduction in revenue and profits,

including the cost of impairing any irrecoverable

receivables balances, as well as operating margin

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).

• The Group monitors significant developments in

relationships with key customers, including credit

checks and limits set for each customer.

• Delegation of authority limits mean that there is

oversight of all material customer contracts at

business area and local level.

• In 2024, the Group did not encounter material

insolvencies of either a large customer or a

significant number of smaller customers. However,

this remains a significant risk given the potential for

global economic downturn.

• In 2024, provisions relating to the Group’s credit

exposure from customers remained broadly

unchanged.

Organic growth Acquisition growth Operating model improvements Sustainability

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 69

// 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

or mitigated

Developments in

2024

Strategic risks continued

3. Product 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 minimise

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.

• In 2024, the Group experienced product cost

deflation across North America, Continental Europe

and UK & Ireland. There was a small easing of

deflation in the second half of the year, driven by

Continental Europe and UK & Ireland, although

deflation persisted in North America longer than

expected. Operating margin in Continental Europe

was particularly impacted by product cost deflation,

alongside operating cost inflation against a relatively

high cost to serve operating model.

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 was moderate, with wage

inflation remaining higher than typical levels in UK

&Ireland and Continental Europe, although wage

inflation was at more typical levels in North America.

Wage inflation in Continental Europe and UK &

Ireland is expected to normalise in 2025, although

the UK is expected to be impacted by increased

National Insurance and National Living Wage costs.

• Property cost inflation remains high linked to lease

renewals, but fuel and freight inflation was well

managed over the year, supported by contract

retendering in North America.

• Continental Europe was particularly impacted by its

relatively high cost to serve operating model, and the

business area has an active focus on cost initiatives

heading into 2025.

• Operating cost efficiency programmes, including

warehouse consolidations and relocations, were

apartial offset to inflation.

Organic growth Acquisition growth Operating model improvements Sustainability

70 BUNZL Annual Report 2024

Principal risks facing

the Group

Description of risk and how it might affect

the Group’s prospects

How the risk is managed

or mitigated

Developments in

2024

Strategic risks continued

5. Inability to make further

acquisitions

Profit growth is reduced from

the Group’s inability to acquire

new companies

Risk owner:

CEO and Business

Area Heads

Change to risk level:

Included in viability

statement: Yes

• Acquisitions are a key component of the Group’s

growth strategy and one of the key sources of the

Group’s competitive advantage, having announced

227 acquisitions since 2004.

• Insufficient acquisition opportunities, through a lack

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.

• The Group maintains a large acquisition database

which continues to grow with targets identified by

managers of current Bunzl businesses, research

undertaken by the Group’s dedicated and

experienced in-house corporate development team

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.

• The acquisition pipeline is closely monitored with

continued research of any available opportunities

forinvestment.

• During 2024, the Group’s committed acquisition

spend was £883 million and the pipeline remains

active.

• In August 2024 the Group committed to allocate

c.£700 million per annum, primarily to invest in

value-accretive acquisitions and, if required, returns

of capital, in each of the three years ending

31December 2027. If at the end of each year, the

total committed spend isbelow £700 million, the

Group will return the remainder to shareholders

through a capital return in the following year.

6. Unsuccessful acquisition

Profits are reduced, including

by an impairment charge, due

to an unsuccessful acquisition

or acquisition integration

Risk owner:

CEO and Business

Area Heads

Change to risk level:

Included in viability

statement: Yes

• Inadequate pre-acquisition due diligence related to a

target company and its market, or an economic

decline shortly after an acquisition, could lead to the

Group paying more for a company than its fair value.

• Furthermore, the loss of key people or customers,

exaggerated by inadequate post-acquisition

integration of the business, could in turn result in

underperformance of the acquired company

compared to pre-acquisition expectations which

could lead to lower profits as well as a need to record

an impairment charge against any associated

intangible assets.

• The Group has established processes and

procedures for detailed pre-acquisition due diligence

related to acquisition targets and the post-

acquisition integration thereof.

• The Group’s acquisition strategy is to focus on those

businesses which operate in sectors where it has or

can develop competitive advantage and which have

good growth opportunities.

• The Group endeavours to maximise the performance

of its acquisitions through the recruitment and

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.

• The acquisition pipeline is reviewed by the Executive

Committee, and for any new significant acquisitions

that are proposed, the Board reviews the potential

acquisition in detail.

• The CEO and CFO review the performance of all

acquisitions with business area management teams

on a quarterly basis.

• Internal Audit reviews acquisitions on average within

18 months of the sale.

• The Board reviews performance of recent

acquisitions annually. In 2024, the Board reviewed

the principal acquisitions made in 2022 and noted

that in aggregate they outperformed acquisition case

expectations.

Organic growth Acquisition growth Operating model improvements Sustainability

BUNZL Annual Report 2024 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

or mitigated

Developments in

2024

Strategic risks continued

7. Sustainability driven

market changes

Revenue and profits are

reduced due to the Group’s

inability to offer sustainable

products in response to

changes in legislation,

consumer preferences or the

competitive environment

Risk owner:

CEO and Business

Area Heads

Change 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 ‘EPR’ is a new consideration for the

Group and our customers. EPR is being introduced

inthe UK, EU, Australia, Canada and some US States.

EPR is 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.

• Some legislation seeking to restrict the use of

plastics has been challenged and overturned in

court. However, it can be expected that the

legislation will be reintroduced in some form and

assuch it is not anticipated that there will be a

widespread removal of the legislative measures

already in place across the Group.

• 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 Group’s 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.

• EPR 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

adesire to offer market-leading products to the

Group’s 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 Group’s 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 inflation, and in some

cases packaging target dates (e.g. the US Plastics

Pact) have been delayed due to the lack of consistent

legislation and waste management infrastructure.

These trends have the potential to slow transition,

but the introduction of new legislation with high

compliance costs (e.g. EPR) will likely cause

organisations to accelerate their replacement of

non-recyclable / less recyclable products.

• The Group has continued to strengthen its expert

sustainability teams who train customers on

incoming legislation, hold customer forums where

they showcase the latest products and support

customers to report effectively against their goals

and participation in industry-leading external

schemes such as the New Plastics Economy and

B-Corp certification.

• The Group continued to expand and introduce new

ranges of own brand products made from alternative

materials.

Organic growth Acquisition growth Operating model improvements Sustainability

72 BUNZL Annual Report 2024

Principal risks facing

the Group

Description of risk and how it might affect

the Group’s prospects

How the risk is managed

or mitigated

Developments in

2024

Operational risks

8. Cyber security failure

Revenue and profits are

reduced as the Group is

unable to operate and serve

its customers’ needs due to

being impacted by a cyber-

attack

Risk owner:

CIO

Change 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 and

efficiency enhancing IT systems.

• Weak cyber 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, 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 monitor,

prevent, detect and respond to cyber threats.

• Cyber security awareness campaigns have been

deployed across all regions to enhance the

knowledge of Bunzl personnel and their resilience to

phishing attacks.

• IT 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 Chief Information Officer and Chief

Information Security Officer coordinate activity in

thisarea.

• 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 Group.

• We continue to invest in modern cyber security

technologies that address current and emerging

threats while improving operational processes and

procedures.

• The Group focused on improving cyber security

controls, acquisition due diligence, and enhancing

the security posture of recently acquired companies.

Financial risks

9. 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 and 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.

• The availability of funding to the Group remains

strong. This supports our commitment to return to

our target leverage range of 2.0-2.5x by 2027.

• During 2024, c.£350 million of bank facilities were

refinanced with maturities between 2026 to 2029,

and the Group launched a euro-commercial paper

programme which provides an additional source of

short term liquidity. In addition, the Group issued a

debut EUR500 million Eurobond in the capital

markets, diversifying its long term funding sources.

Further finance will be raised in 2025 to refinance

c.£470 million of debt maturing during 2025.

Organic growth Acquisition growth Operating model improvements Sustainability

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 73

// 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

or mitigated

Developments in

2024

Financial risks continued

10. 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 increasingly 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 Australian wildfires.

• Setting emissions reduction targets 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 have again selected the

NGFS model for its versatility in evaluating both

transition and physical risks. We have 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 have updated our financial

impact assessment, which has led us to the

conclusion that there has been no material change

toour risk level.

Organic growth Acquisition growth Operating model improvements Sustainability

74 BUNZL Annual Report 2024

// VIABILITY STATEMENT

Assessment of the prospects of the

Company and its viability statement

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.

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.

In particular:

• Bunzl has a geographically balanced and

diversified business portfolio operating in

32countries;

• 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

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.

Strategic plans focusing on two years beyond the

forecast for the current year are also prepared

annually and reviewed by the Board. While the

directors have no reason to believe the Company

will not be viable over a longer period, given the

inherent uncertainty involved, the period over

which the directors consider it possible to form

areasonable expectation as to the Group’s

longerterm viability is the three year period to

31December 2027.

How the prospects of the Company

and its longer term viability have

been assessed

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 resilience of the Group to a range of possible

scenarios, in particular the impact on key financial

ratios and its ongoing compliance with financial

covenants, was factored into the directors’

considerations through two severe but plausible

downside scenarios against the Group’s current

base case financial projections. The base case

financial projections start with the Group’s 2025

Budget and look ahead over the three year

assessment period to include an expected level of

organic growth and acquisition activity. These two

severe but plausible downside scenarios included

the following:

• 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 90% in the cash conversion;

• 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 2025, 2026 and 2027),

without mitigating actions.

In addition, the Group has carried out reverse

stress tests against the base case financial

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 200%.

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.

Confirmation of longer

termviability

In accordance with the provisions of the

Corporate Governance Code, the directors have

taken account of the Group’s current position and

principal risks and uncertainties referred to above

in assessing the prospects of the Company and

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 three

year period to 31 December 2027.

VIABILITY STATEMENT

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 75

RICHARD HOWES

Chief Financial Officer

Revenue

Down 0.2% at actual

exchange rates

£11.8bn

(2023: £11.8bn) +3.1%

†

Adjusted operating profit

Up 3.4% at actual

exchangerates

£976.1m

(2023: £944.2m) +7.2%

†

Operating profit

Up 1.3% at actual

exchangerates

£799.3m

(2023: £789.1m) +5.0%

†

Adjusted earnings per share

Up 1.7% at actual

exchangerates

194.3p

(2023: 191.1p) +5.5%

†

Dividend per share

Long track record of

dividendgrowth continues

73.9p

(2023: 68.3p) +8.2%

Cash conversion

Continued strong cash

conversion

93%

(2023: 96%)

Adjusted net debt

to EBITDA*

1.8x

(2023: 1.2x)

buyback

£250m

Committed

acquisition spend

£882.5m

(2023: £467.5m)

// FINANCIAL REVIEW

COMMITMENT TO RETURN

TO TARGET LEVERAGE

RANGE BY 2027

Bunzl has committed to allocate

c.£700 million per annum, primarily

toinvest in value-accretive

acquisitions and, if required, returns

ofcapital, in each of the three years

ending 31 December 2027 to return

leverage to a target range of 2.0–2.5x.

In 2024 Bunzl has committed £883

million toacquisitions and completed

the initial £250 million share buyback

announced in August.”

76 BUNZL Annual Report 2024

2024

£m

2023

£m

Growth as

reported

Growth at

constant

exchange

Financial results

Revenue 11,776.4 11,797.1 (0.2)% 3.1%

Adjusted operating profit

976.1 944.2 3.4% 7.2%

Adjusted profit before income tax

872.9 853.7 2.2% 6.2%

Adjusted earnings per share

194.3p 191.1p 1.7% 5.5%

Dividend for the year 73.9p 68.3p 8.2%

Statutory results

Operating profit 799.3 789.1 1.3% 5.0%

Profit before income tax 673.6 698.6 (3.6)% 0.1%

Basic earnings per share 149.6p 157.1p (4.8)% (0.9)%

Balance sheet and Cash flow

Return on average operating capital %

43.2% 46.1%

Return on invested capital %

14.8% 15.5%

Cash conversion %

93% 96%

† At constant exchange rates.

* Alternative performance measure (see Note 3 to the consolidated financial statements on page 151).

As in previous years this review refers to a number of alternative performance measures which

management uses to assess the performance of the Group. Details of the Group’s alternative

performance measures are set out in Note 3 to the consolidated financial statements on page 151.

Currency translation

Currency translation has had an adverse impact on the Group’s reported profits, decreasing the

reported profit growth rates by between 3% and 4%. This adverse exchange impact to profit is primarily

due to the strengthening of sterling against the US dollar, euro, Canadian dollar, Brazilian real and

Australian dollar.

Average exchange rates 2024 2023

US$

1.28 1.24

Euro

1.18 1.15

Canadian$

1.75 1.68

Brazilian real

6.89 6.21

Australian$

1.94 1.87

Closing exchange rates 2024 2023

US$

1.25 1.27

Euro

1.21 1.15

Canadian$

1.80 1.68

Brazilian real

7.74 6.19

Australian$

2.02 1.87

Revenue

Revenue decreased to £11,776.4 million (2023: £11,797.1 million), a decrease of 0.2% at actual exchange

rates. At constant exchange rates revenue increased 3.1% driven by acquisitions net of disposals adding

5.1%, and the additional trading day in 2024 compared to 2023 adding 0.4%, partly offset by an

underlying decline of 2.4%. The decline in underlying revenue was mainly driven by deflation across

North America, Continental Europe and UK & Ireland; strategic changes in our US foodservice

redistribution business to increase our own brand penetration, which alongside price competition,

resulting from the deflationary environment, led to volume softness; and the expected impact from

transitioning ownership of customer specific inventory to our customers in our US retail business in the

first half of the year. Underlying revenue in the second half was flat, driven by Group volumes returning

to slight growth and a small easing of deflation driven by Continental Europe and UK & Ireland, although

deflation persisted in North America longer than expected. Net deflation is expected to remain a

headwind to Group revenue heading into 2025.

Movement in revenue (£m)

10,500

10,800

11,100

11,400

11,70 0

12,000

11,797.1

(376.4)

44.9

(271.1)

1.1

580.8 11,776.4

2023

revenue

Currency

translation

Trading

day

Excess growth in

hyperinﬂationary

economies

Underlying

decline

Acquisitions

net of disposals

2024

revenue

Operating profit

Adjusted operating profit was £976.1 million (2023: £944.2 million), an increase of 7.2% at constant

exchange rates and 3.4% at actual exchange rates. At both constant and actual exchange rates

operating margin increased to 8.3% from 8.0% in 2023. The operating margin of 8.3% was supported

byboth higher margin acquisitions and an underlying margin improvement.

Movement in adjusted operating profit (£m)

850

875

900

925

950

975

1,000

944.2

(34.0)

(4.2)

70.1 976.1

2023 adjusted

operating proﬁt

Currency

translation

Increase in

hyperinﬂation

accounting

adjustments

2024 growth 2024 adjusted

operating proﬁt

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 77

Operating profit was £799.3 million (2023: £789.1 million), an increase of 5.0% at constant exchange

rates and 1.3% at actual exchange rates.

Movement in operating profit (£m)

700

720

740

760

780

800

820

840

3.2

(30.8)

(4.1)

(28.2)

799.3

789.1

70.1

2023 operating

proﬁt

Currency

translation

Increase in

hyperinﬂation

accounting

adjustments

Non recurring

pension

scheme credit

Growth in

adjusted

operating proﬁt

Increase in

amortisation

excluding software

and acquisition

related items

2024 operating

proﬁt

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

The adjusted net finance expense for the year was £103.2 million, an increase of £15.1 million at

constant exchange rates (up £12.7 million at actual exchange rates), mainly due to increases in lease

interest expense, higher interest rates and a higher average debt during the year. Net finance expense

for the year was £105.4 million including £2.2 million of interest on unwinding of discounting deferred

consideration on acquisitions.

Disposal of businesses

The loss on disposal of businesses 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. The loss on disposal reflects the cash consideration received of £4.4 million offset by the

net book value of assets disposed of £6.0 million and recycling of historical foreign exchange losses of

£18.7 million held in the translation reserve within equity, which have been impacted by the devaluation

of the Argentinian peso due to hyperinflation. There was no material impact from the disposal of these

businesses on the Group’s trading performance.

Profit before income tax

Adjusted profit before income tax was £872.9 million (2023: £853.7 million), up 6.2% at constant

exchange rates (up 2.2% at actual exchange rates), due to the growth in adjusted operating profit partly

offset by the increase in adjusted net finance expense. Profitbefore income tax was £673.6 million

(2023: £698.6million), an increase of 0.1% at constant exchange rates (down 3.6% at actual exchange

rates) with growth in operating profit offset by the loss on disposal of businesses and increase in net

finance expense.

Taxation

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

25.5%(2023: 25.0%) and the reported tax rate on statutory profit was 25.6% (2023: 24.7%). The

effective tax rate for 2024 is higher than for 2023 primarily due to the increase in the UK statutory tax

rate from 23.5% for calendar year 2023 to 25.0% for year 2024 and profit mix moving to higher tax rate

countries. The Group’s effective tax rate is expected to increase tobearound 26% in 2025 as certain

one-off benefits in 2024 are not repeated. Although the Group is subject to the global minimum tax

regime known as Pillar 2 from 2024, this is not expected to cause any significant increase in the Group’s

tax liabilities.

Earnings per share

Adjusted profit after tax attributable to the Company’s equity holders was £649.9 million (2023:

£640.3 million), up 5.4% and an increase of £33.3 million at constant exchange rates (up 1.5% at actual

exchange rates), due to a £50.8 million increase in adjusted profit before income tax, partly offset by a

£16.9 million increase in the tax onadjusted profit before income tax at constant exchange rates, and

excluding £0.6 million profit attributable to non-controlling interests. Adjusted profit after

taxfortheyear bears a £9.8 million adverse impact from hyperinflation accounting adjustments

(2023:£11.0 million adverse impact).

Profit after tax attributable to the Company’s equity holders decreased to £500.4 million (2023:

£526.2 million), down 1.1% and an decrease of £5.6 million at constant exchange rates (down 4.9% at

actual exchange rates), due to a £5.8 million increase in the tax charge at constant exchange rates, partly

offset by a £0.8 million increase in profit before income tax, and excluding £0.6 million profit attributable

to non-controlling interests. Profit after tax for the year bears an £10.9 million adverse impact from

hyperinflation accounting adjustments (2023: £11.0 million adverse impact).

The weighted average number of shares in issue decreased to 334.4 million from 335.0 million in

2023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 194.3p (2023: 191.1p),

an increase of 5.5%at constant exchange rates (up 1.7% at actual exchange rates). Basic earnings per

share attributable to the Company’s equity holders were 149.6p (2023: 157.1p), down 0.9% at constant

exchange rates (down 4.8% atactual exchange rates).

// FINANCIAL REVIEW contin ued

78 BUNZL Annual Report 2024

Movement in adjusted eps (p)

170

175

180

185

190

195

200

191.1

11. 5

194.3

(1.6)

(7.0)

–

0.3

2023

adjusted EPS

Currency

translation

Increase in

adjusted proﬁt

before income tax

Increase in

eﬀective tax rate

Hyperinﬂation

accounting

adjustments

Decrease in

weighted

average number

of shares

2024

adjusted EPS

Movement in basic eps (p)

130

135

140

145

150

155

160

165

(6.1)

149.6

157.1

(6.1)

(6.5)

11.6

(0.1)

(0.5)

0.2

2023

basic EPS

Currency

translation

Increase in

adjusted

proﬁt before

income tax

Increase in

adjusting

items

Loss on

disposal of

businesses

2024

basic EPS

Increase in

hyperinﬂation

accounting

adjustments

Increase

in reported

tax rate

Decrease in

weighted

average

number of

Dividends

An analysis of dividends per share for the years to which they relate is shown below:

2024 2023 Growth

Interim dividend (p) 20.1 18.2 10.4%

Final dividend (p) 53.8 50.1 7.4%

Total dividend (p) 73.9 68.3 8.2%

Dividend cover (times) 2.6 2.8

The Company’s practice is to pay a progressive dividend, delivering year-on-year increases. The Board

isproposing a 2024 final dividend of 53.8p, an increase of 7.4% on the amount paid in relation to the

2023 final dividend. The 2024 total dividend of 73.9p is 8.2% higher than the 2023 total dividend.

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 2024,

Bunzl has sustained 32 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 66 to 74. 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 2024 Bunzl plc had sufficient distributable reserves to cover more than sixyears of

dividends at the levels of those delivered in 2024, which is expected to be approximately

£250 million.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 79

Acquisitions

The Group completed 15 acquisitions during the year ended 31 December 2024, of which 13 were

announced, with a total committed spend of £882.5 million. The estimated annualised revenue and

adjusted operating profit of the acquisitions completed during the year were £744 million and

£72 million, respectively.

A summary of the effect of acquisitions is as follows:

£m

Fair value of net assets acquired 451.3

Less: non-controlling interests (2.7)

Goodwill 357.8

Consideration 806.4

Satisfied by:

cash consideration 675.2

deferred consideration 131.2

806.4

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 completed in the current year 882.5

The net cash outflow in the year in respect of acquisitions comprised:

£m

Cash consideration 675.2

Net cash acquired (59.9)

Deferred consideration payments 20.9

Net cash outflow on purchase of businesses 636.2

Cash outflow from acquisition related items

42.0

Total cash outflow in respect of acquisitions 678.2

* Acquisition related items comprise £25.6 million of transaction costs and expenses paid and £16.4 million of payments relating to the

retention of former owners.

Cash flow

A summary of the cash flow for the year is shown below:

2024

£m

2023

£m

Cash generated from operations

†

1,133.4 1,129.5

Payment of lease liabilities (216.7) (188.0)

Net capital expenditure (37.2) (56.2)

Operating cash flow

†

879.5 885.3

Net interest paid excluding interest on lease liabilities (65.2) (53.2)

Income tax paid (180.5) (188.6)

Free cash flow 633.8 643.5

Dividends paid (228.6) (209.7)

Net payments relating to employee share schemes (14.3) (23.7)

Net cash inflow before acquisitions, disposals and

purchase of own shares 390.9 410.1

Purchase of own shares (247.9) –

Acquisitions

◊

(678.2) (374.6)

Disposals 2.9 –

Net cash (outflow)/inflow on net debt excluding lease liabilities (532.3) 35.5

† Before acquisition related items.

◊ Including acquisition related items.

The Group’s free cash flow of £633.8 million was £9.7 million lower than in 2023, due to a decrease

inoperating cash flow of £5.8 million and an increase in net interest paid excluding interest on lease

liabilities of £12.0 million, partly offset by a £8.1 million lower cash outflow relating to tax. The Group’s

free cash flow was used to finance dividend payments of £228.6 million in respect of 2023 (2023:

£209.7million in respect of 2022), purchase of own shares of £247.9m (2023: £nil) and net payments

of£14.3 million (2023: net payments of £23.7 million) relating to employee share schemes, and partially

finance an acquisition cash outflow of £678.2 million (2023: £374.6 million). Purchase of own shares of

£247.9 million comprises the £250 million share buy back as announced in August 2024, stamp duty of

£1.0 million and transaction costs of £0.2 million less outstanding payments as at 31 December 2024 of

£3.3 million. Cash conversion (being the ratio of operating cash flow as a percentage of lease adjusted

operating profit) was 93% (2023: 96%).

2024

£m

2023

£m

Operating cash flow 879.5 885.3

Adjusted operating profit 976.1 944.2

Add back depreciation of right-of-use assets 186.1 166.1

Deduct payment of lease liabilities (216.7) (188.0)

Lease adjusted operating profit 945.5 922.3

Cash conversion 93% 96%

// FINANCIAL REVIEW contin ued

80 BUNZL Annual Report 2024

Net debt

2024

£m

2023

£m

Net debt excluding lease liabilities (1,611.4) (1,085.5)

Total deferred and contingent consideration – on and off balance sheet (375.4) (258.8)

Adjusted net debt (1,986.8) (1,344.3)

Lease liabilities (754.1) (664.5)

Adjusted net debt including lease liabilities (2,740.9) (2,008.8)

Adjusted net debt to EBITDA 1.8x 1.2x

Adjusted net debt including lease liabilities to EBITDA 2.1x 1.6x

Net debt excluding lease liabilities increased by £525.9 million during the year to £1,611.4 million

(2023:£1,085.5 million), due to a net cash outflow of £532.3 million and external debt recognised

onacquisition of £6.3 million, partly offset by a £10.4 million decrease due to currency translation

and a non-cash decrease in debt of £2.3 million.

Adjusted net debt increased by £642.5 million during the year to £1,986.8 million (2023:

£1,344.3 million) due to the £525.9 million increase in net debt excluding lease liabilities and

a £116.6 million increase in total deferred and contingent consideration.

Balance sheet

Summary balance sheet at 31 December:

2024

£m

2023

£m

Intangible assets 3,683.8 3,242.1

Right-of-use assets 697.6 616.3

Property, plant and equipment 213.3 159.4

Working capital 1,210.2 1,158.1

Net assets held for sale 10.0 –

Deferred consideration (258.2) (175.6)

Other net liabilities (420.3) (333.4)

Net pension surplus 19.8 49.4

Net debt excluding lease liabilities (1,611.4) (1,085.5)

Lease liabilities (754.1) (664.5)

Equity 2,790.7 2,966.3

Return on average operating capital 43.2% 46.1%

Return on invested capital 14.8% 15.5%

Return on average operating capital decreased to 43.2% from 46.1% in 2023 due to higher average

capital employed in the underlying businesses. Return on invested capital decreased to 14.8%

compared to 15.5% in 2023 due to the impact of higher average invested capital from acquisitions.

Intangible assets increased by £441.7 million to £3,683.8 million due to intangible assets arising on

acquisitions in the year of £729.9 million, a net increase from hyperinflation adjustments of £7.7 million

and software additions of £14.1 million, partly offset by an amortisation charge of £160.2 million, an

impairment charge of £2.3 million, net decrease from disposal of businesses of £7.5 million, assets

transferred to held for sale of £1.7 million and adecrease from currency translation of £138.3 million.

Right-of-use assets increased by £81.3 million to £697.6 million due to additional right-of-use assets

from new leases during the year of £161.3 million, an increase from remeasurement adjustments of

£49.8million and an increase from acquisitions of £73.0 million, partly offset by a depreciation charge

of £186.1million, assets transferred to held for sale of £1.5 million, disposal of businesses of £0.4 million

and adecrease from currency translation of £14.8 million.

Working capital increased from the prior year end by £52.1 million to £1,210.2 million driven by an

increase of £80.5 million from acquisitions and an underlying increase of £97.1 million as shown in the

cash flow statement, partly offset by £53.3 million accrued for commitments under the share buyback

programme, a decrease of £8.3 million from net assets transferred to held for sale and a decrease from

currency translation of £64.3 million.

Net assets held for sale comprises assets and liabilities related to a safety business in North America

which was sold in January 2025.

Deferred consideration increased by £82.6 million to £258.2 million due to £131.2 million of deferred

consideration recognised on current year acquisitions and interest on unwinding of discounting of

£2.2 million, partly offset by deferred consideration and retention payments of £33.3 million, a credit

from adjustments to previously estimated earn outs net ofcharges relating to the retention of former

owners of £1.3 million and a decrease from currency translation of £16.2 million. Including expected

future payments which are contingent on the continued retention of former owners of businesses

acquired of £117.2 million, total deferred and contingent consideration at 31 December 2024 was

£375.4 million (2023: £258.8 million).

The Group’s net pension surplus of £19.8 million at 31 December 2024 has decreased by £29.6 million

from the net pension surplus of £49.4 million at 31 December 2023, largely due to actuarial losses

of£35.1 million driven by the bulk annuity buy-in of the UK scheme completed in December 2024.

Shareholders’ equity decreased by £175.6 million during the year to £2,790.7 million. Own shares

purchased for cancellation includes the £250 million share buyback announced in August 2024, which

was completed before 31 December 2024, the £50 million first tranche of the 2025 share buyback

programme which was committed to pre-year end, £1.0 million of stamp duty and £0.2 million of

transaction costs.

Movement in shareholders’ equity (£m)

2,200

2,300

2,400

2,500

2,600

2,700

2,800

2,900

3,000

3,100

3,200

3,300

3,400

2,966.3

(228.6)

(301.2)

(149.1)

501.0

19.0

(9.6)

2.7

17.1

(26.9)

2,790.7

2023

shareholders’

equity

Currency

(net

of tax)

Proﬁt for

the year

Actuarial

loss

on pension

schemes

(net of tax)

Hyperinﬂation

accounting

adjustments

Own shares

purchased

for

cancellation

Non

controlling

interest on

acquisition

Dividends Share

based

payments

(net of tax)

Employee

options

(net of tax)

2024

shareholder’s

equity

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 81

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.

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.

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 2024 all covenants were complied

with, with Covenant net debt to EBITDA of 1.5 times as at 31 December 2024 (31 December 2023:

1.1 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 2024, the Group issued a €500 million bond which matures in

2032 under the terms of its Euro Medium Term Note (EMTN) programme. The bond issued extends

thematurity profile of the Group’s debt portfolio. At 31 December 2024 the nominal value of senior

bonds outstanding was £1,113.2 million (2023: £700.0 million) with maturities ranging from 2025 to

2032. At 31 December 2024 the nominal value of USPPs outstanding was £798.6 million (2023:

£917.5million) with maturities ranging from 2025 to 2032. At 31 December 2024 the available

committed bank facilities totalled £933.5 million (2023: £852.6 million) of which none (2023: none) was

drawn down. During 2024, £264.8 million of existing bank facilities with maturities between 2024 and

2026 were refinanced by £350.6 million of new or amended bank facilities with maturities between

2026 to 2029.

In July 2024, the Group established a €1 billion euro-commercial paper programme, under which it

canissue short term notes. At 31 December 2024, the nominal value of commercial paper in issue was

£144.6 million (2023: none) with maturities of up to three months.

The Group expects to make repayments in the 18 month period from the date of these financial

statements to 30 June 2026 of approximately £242.6 million relating to maturing USPPs. Inaddition, the

current intention is that the £300 million Senior Bond maturing in 2025 will be refinanced in the capital

markets before maturity.

Committed facilities maturity profile by year (£m)

100

200

300

400

500

600

700

2025 2026 2027 2028 2029 2030 2031 2032

173

300

126

145

140

138

104

553

108 108

413

400

US private placement notes Bank facilities – undrawn

Senior bonds

The total available committed funding at 31 December 2024 was £2,845.4 million (2023:

£2,470.0 million). This includes the Group’s USPPs, senior bonds and all committed bank facilities.

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 166 to 172.

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 cash performance in the year, the substantial

funding available to the Group as described above and the resilience of the Group to a range of severe

but plausible downside scenarios. Further details are set out in Note 1 to the consolidated financial

statements on page 145.

Richard Howes

Chief Financial Officer

3 March 2025

// FINANCIAL REVIEW contin ued

82 BUNZL Annual Report 2024

// NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

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

information below 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 22 to 23.

Where principal risks have been identified

inrelation to any of the matters listed, these

canbe found on pages 66 to 74.

Our non-financial key performance indicators

areset out on page 37.

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, LRQA, 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 42 to 45

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 94

Business standards

of behaviour

Our 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

Employees

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

Investing in our

people and a diverse

workforce

Our Equality and Diversity Policy was reviewed in 2024 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 52 to 54

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 209

Human rights,

anti-corruption

and anti-

bribery

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 a rigorous Fraud Risk Assessment annually and the Board regularly receives

and considers whistleblowing updates.

Read more on

page 103

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 42 to 45

Approach to human

rights and modern

slavery

Approved by the Board this year, our Modern Slavery 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 203

Environmental

matters

Taking action on

climate change

We are supporting the recommendations made by the Task Force on Climate-related Financial

Disclosures and have joined the UN Race to Zero campaign by formally committing to the

Business Ambition for 1.5°C.

Read more on

page 202

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

page 61

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 55 to 59

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

page 60

NFSIS

Find out more in our policy hub on our

website, www.bunzl.com

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 83

// CHAIRMAN’S INTRODUCTION

INTRODUCTION FROM

PETER VENTRESS,

CHAIRMAN OF THE BOARD

84 BUNZL Annual Report 2024

On behalf of the Board, I am pleased to present

the Corporate governance report for the year

ended 31 December 2024. In conjunction with

theNomination, Board Sustainability, Audit and

Remuneration Committee reports, this report

aims to demonstrate Bunzl’s focus on transparent,

responsible and robust governance practices.

I am pleased to welcome two new additions to the

Board and its Committees. Daniela Barone Soares

and Julia Wilson were appointed as non-executive

directors on 16December 2024. Daniela brings a

wealth of experience from a variety of commercial,

non-profit and advisory boards, having served

internationally within several of Bunzl’s operating

geographies, including the USA, Brazil and Europe.

Julia brings board and executive-level financial

leadership experience, alongside detailed

technical knowledge of the audit and UK regulatory

landscape. Additional information on each of our

directors’ skills and contributions to the Board

canbe found in the Board biographies on

pages86 and 87.

As announced in our previous Annual Report,

Vanda Murray, former Senior Independent

Director and Chair of the Remuneration

Committee, stepped down as a director at the

conclusion of the Company’s Annual General

Meeting (‘AGM’) on 24 April 2024. Her

contributions to the Board’s deliberations over

the years were deeply valued. Additionally, as

announced on 12December 2024, Lloyd

Pitchford, non-executive director and Chair of the

Audit Committee, has informed the Board of his

intention to step down at the conclusion of the

Company’s AGM on 23April 2025. Lloyd’s wise

counsel and independent advice have been

greatly appreciated, and he leaves with the

Company’s gratitude and best wishes. Julia will

succeed Lloyd as Chair of the Audit Committee

and, having joined in December, will be able to

benefit from a planned handover period.

Following the appointments of Julia and Daniela,

the Board has achieved gender parity, with the

percentage of female directors on the Board rising

to 56% once Lloyd steps down at the next AGM.

Additional information on the Board and

Committee changes in 2024, as well as the Board’s

approach to recruitment and succession planning,

can be found in our Nomination Committee

report, on pages 99 to 101.

During 2024, the Group committed a record

spend to acquisitions and consequently

acquisition governance remained a key priority for

the Board. Regular presentations on acquisitions

and the acquisition pipeline were considered at

Board level, with input from senior managers,

covering key areas such as key performance

indicators (‘KPIs’), the outcome of due diligence

processes and Environmental, Social and

Governance (‘ESG’) matters. The Board also

received training during the year from the

Company’s legal team, outlining their role in the

acquisition process and the key risks that are

considered. As part of its deliberations, the Board

considers whether acquisitions will both benefit

Bunzl’s stakeholders as a whole and be in the best

long term commercial interests of the Company.

Additional information on the Group’s acquisition

growth strategy can be found on page 13.

Deepening the Board’s understanding of key

stakeholder developments, including customers,

was identified as one of the Board’s key areas of

focus in the 2023 Board performance review. In

2024, the Board attended supplier roadshows and

received direct feedback from employee listening

sessions and the senior leadership reverse

mentoring programme. The Board also benefitted

from regular sustainability updates, including a

double materiality assessment (‘DMA’) of material

stakeholder risks. The DMA helped deepen the

Board’s understanding of the material risks and

opportunities relating to our customers. Additional

information on the Board’s consideration of

stakeholder interests can be found in the

stakeholder engagement section on pages 62 to 65.

A Board performance review was undertaken in

2024, with assistance from an independent

external service provider, Lintstock. The review

involved the distribution of a curated

questionnaire to all directors as well as individual

discussions between the Chairman and each of

the non-executive directors. The outcome of the

Board performance review was positive and

PETER VENTRESS

Chairman

Effective corporate governance

practices lay the foundation for

sustainable growth and strengthen

the trust of our stakeholders.”

Tenure (non-executive directors,

incl.Chairman)

(as at 31 December 2024)

0 – 3 years 4

3 – 6 years 2

6+ years 2

Meetings

The table below sets out directors’ attendance at the scheduled Board and Committee

meetings held during 2024. Additional meetings of the Board were also held as and when

circumstances required it to meet at short notice.

Board

(7)

Audit

(4)

Nomination

(3)

Remuneration

(4)

Board

Sustainability

(3)

Chairman

Peter Ventress 7 - 3 - 3

Executive directors

Frank van Zanten 7 - - - -

Richard Howes 7 - - - -

Independent non-executive directors

Vanda Murray OBE* 3 1 1 1 1

Pam Kirby 7 4 3 4 3

Lloyd Pitchford 7 4 3 4 3

Stephan Nanninga 7 4 3 4 3

Vin Murria OBE 7 4 3 4 3

Jacky Simmonds 7 4 3 4 3

Daniela Barone Soares OBE** - - - - -

Julia Wilson** - - - - -

* Vanda Murray retired as a director on 24 April 2024 and attended all Board and Committee meetings held between that

date and the start of the year.

** Daniela Barone Soares and Julia Wilson were appointed as directors on 16 December 2024 and no meetings were held

between that date and the endof the year.

Skills held by each director

Frank

van

Zanten

Richard

Howes

Peter

Ventress

Pam

Kirby

Lloyd

Pitchford

Stephan

Nanninga

Vin

Murria

OBE

Jacky

Simmonds

Daniela

Barone

Soares

OBE

Julia

Wilson

Core industry experience

(logistics and distribution)

Digital/cyber security

International

Sustainability

M&A

Strategy

Remuneration/people

Finance

Legal: The Board has access to the services of the General Counsel and Company Secretary, who is a qualified solicitor.

Executive and

non-executive

directors

(as at 31 December 2024)

Executive 2

Non-executive

(incl. Chairman) 8

Board gender

(as at 31 December 2024)

Male 5

Female 5

Independence of

directors

(excl. Chairman)

(as at 31 December 2024)

Independent 7

Other 2

Ethnic diversity

(as at 31 December 2024)

Director from

minority ethnic

group 2

Other 8

OUR BOARD BY NUMBERSBOARD

GOVERNANCE OVERVIEW

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 85

identified several areas of focus for 2025,

including delivering further organic growth

and embedding the recent Board changes.

Additional information on the outcome of the

review and the agreed areas of focus for 2025

can be found on page 96.

For the year ended 31 December 2024, I am

pleased to report that the Company has

complied in full with the provisions of the UK

Corporate Governance Code 2018 (the ‘Code’)

that was in force for the year.

Having engaged with the Financial Reporting

Council during its consultation on revisions to

the Code, at the start of the year we welcomed

the publication of the UK Corporate

Governance Code 2024 (the ‘2024 Code’), which

will apply to financial years beginning on or

after 1 January 2025, or 1 January 2026 in

respect of provision 29 of the 2024 Code. A

memorandum on the changes introduced by

the 2024 Code has been considered at Board

level, along with a roadmap to achieving

compliance therewith. We will report formally

on how we have applied the principles of the

2024 Code and complied with its provisions

infuture annual reports.

Effective corporate governance practices

laythe foundation for sustainable growth

andstrengthen the trust of our stakeholders.

We consider maintaining a mature and robust

governance structure to be vital for driving

independent and effective decision making,

that takes into account the interests of

ourshareholders and other stakeholders.

Wehope that the following report is beneficial

in outlining the Board’s approach to corporate

governance at Bunzl, and look forward to

welcoming our shareholders in person to the

Company’s 2025 AGM.

Peter Ventress

Chairman

3 March 2025

// BOARD OF DIRECTORS

THE RIGHT BALANCE OF

SKILLS AND EXPERIENCE

Our experienced Board is committed to leading by example

to demonstrate Bunzl’s strong corporate values and culture,

and to promoting the long term sustainable success of the

Company for the benefit of all of its stakeholders.

Key on following page.

PETER VENTRESS

Chairman

FRANK VAN ZANTEN

Chief Executive Officer

RICHARD HOWES

Chief Financial Officer

PAM KIRBY

Senior Independent Director

LLOYD PITCHFORD

Non-executive director

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.

Experience: He 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.

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.

Committees:

Appointment: Chief Executive Officer

since April 2016, having been appointed

as an executive director in February 2016.

Experience: He joined Bunzl in 1994,

when Bunzl acquired his family owned

business in the Netherlands and he

subsequently assumed responsibility for

a number of businesses in other

countries. In 2002, he became Chief

Executive Officer of PontMeyer 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

Appointment: Chief Financial Officer and

a member of the Board since January

2020, having been appointed Chief

Financial Officer designate in September

2019.

Experience: He qualified as a Chartered

Accountant with Ernst & Young before

moving to the investment bank Dresdner

Kleinwort Benson. During his career he

has held a number of 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.

Skills and contribution to the Board:

Richard brings a wealth of experience to

the Board, gained across several sectors,

having led finance functions at a number

of international public companies and

having worked for multi-site businesses

with substantial global footprints. He

brings broad financial expertise and

commercial skills which are invaluable to

his role on the Board and in leading

Bunzl’s Finance, Tax, and Treasury

functions.

Committees: None

Appointment: Senior Independent

Director since April 2024, having been

appointed as a non-executive director in

August 2022.

Experience: 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.

Skills and contribution to the Board:

Pam has significant knowledge and

expertise in global businesses, having

worked in several international roles for

over 30 years. Through her executive and

non-executive roles, she brings a wealth

of international distribution, strategic and

UK listed company experience to the

Board.

Committees:

Appointment: Non-executive director

since March 2017 and Chair of the Audit

Committee.

Experience: Having previously held a

number of senior finance positions with

BG Group plc, latterly as Group Financial

Controller, he subsequently joined

Intertek Group plc, where he was Chief

Financial Officer from 2010 to 2014. He

has been Chief Financial Officer of

Experian plc since 2014.

Skills and contribution to the Board:

Lloyd has extensive financial experience

gained from his roles in listed companies,

including his current role as Chief

Financial Officer of Experian plc. His

significant financial expertise has

contributed greatly to the Board’s and the

Committees’ discussions and makes him

well suited for the Audit Committee Chair

role.

Committees:

86 BUNZL Annual Report 2024

STEPHAN NANNINGA

Non-executive director

VIN MURRIA OBE

Non-executive director

JACKY SIMMONDS

Non-executive director

DANIELA BARONE SOARES OBE

Non-executive director

JULIA WILSON

Non-executive director

Appointment: Non-executive director

since May 2017.

Experience: After holding a number of

positions with Sonepar and Royal Dutch

Shell, he 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.

Skills and contribution to the Board:

The Board benefits from Stephan’s

extensive international experience, which

he has gained across a range of

businesses operating in the distribution

and service sectors. He has solid

executive experience which informs his

contributions to the Board and its

Committees.

Committees:

Appointment: Non-executive director

since June 2020.

Experience: Formerly Chief Executive

Officer of Computer Software Group plc

from 2002 until 2007, she 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.

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:

Appointment: Non-executive director

since March 2023 and Chair of the

Remuneration Committee.

Experience: She 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.

Skills and contribution to the Board:

The Board benefits from Jacky’s extensive

knowledge and experience in human

capital management, including employee

engagement, transformational change,

board and leadership succession

planning, employee relations and talent

management. Her international and listed

company experience, coupled with her

extensive HR acumen, enhance the

capabilities of the Board and its

Committees.

Committees:

Appointment: Non-executive director

since December 2024.

Experience: She is the Chief Executive

Officer of Snowball Impact Management

Limited, a diversified investment fund that

creates positive outcomes for people and

planet, whilst generating competitive

financial returns. She was formerly Chief

Executive Officer of Granito Group from

2017 to 2019 and prior to this 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.

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:

Appointment: Non-executive director

since December 2024.

Experience: Formerly Group Finance

Director of 3i Group plc from 2008 to

2022, prior to which she held a number of

senior finance related roles at Cable &

Wireless, latterly as Group Director of

Corporate Finance. She was appointed as

a non-executive director at Legal &

General Group PLC in 2011, was Chair of

the Audit Committee from 2013 to 2016

and was Senior Independent Director

from 2016 to 2021. She also previously

served as the Chair of The 100 Group of

FTSE Finance Directors. She is currently a

non-executive director and Chair of the

Audit Committee of Barclays PLC.

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 a

natural candidate to succeed Lloyd

Pitchford as Audit Committee Chair and

the Board and Committees benefit greatly

from her deep technical knowledge.

Committees:

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 87

Committee membership

Member of the Audit Committee

Member of the Remuneration

Committee

Member of the Nomination Committee

Member of the Board Sustainability

Committee

Independent director

Denotes Chair

// CORPORATE GOVERNANCE REPORT

KNOWLEDGE SHARING, UPSKILLING AND CONTINUAL DEVELOPMENT

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

• Circulars and significant shareholder

communications

Capital allocation and structure

• Significant capital expenditure/disposals

• Significant business acquisitions/disposals

• Material changes to the Group’s capital

structure

• Major property leases

• Material increases in borrowing and loan

facilities

Policies and statements

• Material Group policies, statements and major

changes thereto, for example:

− Tax Strategy;

− Treasury Policy;

− Modern Slavery Statement;

− Diversity, Equity and Inclusion Policy; and

− Risk Appetite.

People and leadership

• Appointment/removal of directors and

Company Secretary

• Non-executive directors’ remuneration

• Executive directors’ remuneration

• Board Committee constitution and terms of

reference

Strategy and management

• The Group’s strategic aims and objectives

• Annual budget and strategic plan

Financial reporting, risk and controls

• Financial results and announcements relating

thereto

• Final and interim dividends

• Auditor appointment/removal

• Risk management and internal controls

HR function

Employee engagement,

health & safety,

corporate responsibility,

human rights, diversity,

equity and inclusion and

remuneration

Investor relations and

communications team

Investor relations,

stakeholder

engagement and

external/internal

communications

Legal function and

Company Secretariat

Legal, regulatory and

governance

IT and information

security function

Information/cyber

security, internal

controls and digital

strategy

Corporate

development team

M&A, strategy and

duediligence

Internal and external

audit functions and

Internal Controls team

Audit, assurance, risk

management and

controls

External advisers

Legal, compliance,

remuneration,

shareholder

engagement, investor

relations, internal

controls and IT security

Local management

Regional and

commercial sectors,

market knowledge,

supply chains and

stakeholder

engagement

Tax, treasury and

finance functions

Tax, treasury and

finance

Sustainability team

Environmental, social

and governance,

regulatory knowledge,

supply chains, product

sourcing and corporate

responsibility

The Board

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.

88 BUNZL Annual Report 2024

KNOWLEDGE SHARING, UPSKILLING AND CONTINUAL DEVELOPMENT

Board activity

The Board meets formally at least seven times

ayear, with two Board meetings held at or near

Group locations around the world. During 2024,

the Board held meetings in Brazil and in China,

which gave the directors the opportunity to meet

with local employees and assess the culture of

the Company.

At each Board meeting, Bunzl’s operational

andfinancial performance is discussed and

presentations are made by the Chief Executive

Officer (‘CEO’) and the Chief Financial Officer

(‘CFO’). The Business Area Heads attend certain

meetings by invitation to present on key topics

within their remit. The importance of bringing

management into meetings to present on their

respective area of expertise, share knowledge

and provide updates on the performance of the

business is well recognised by the Board. The

Director of Corporate Development frequently

presents to the Board on potential acquisitions

and the Board receives regular updates from

management on risk, health & safety, digital

strategy, information security, environment,

sustainability, governance and people matters.

Board agendas are set by the Chairman in

consultation with the CEO and with the assistance

of the Company Secretary, who maintains a rolling

programme of items for discussion by the Board.

This ensures that all matters reserved for the

Board and other key issues are considered at the

appropriate time.

Each Board meeting is structured to

accommodate sufficient challenge and

contribution by all participants. The Board is

supplied with full and timely information to enable

informed decision making. All directors have

access to the advice and services of the Company

Secretary who ensures that Board procedures are

complied with, and the Board is fully briefed on

relevant legislative, regulatory and corporate

governance developments. Directors may also

take independent professional advice at the

Company’s expense where they judge this to be

necessary in the furtherance of their duties to

discharge their responsibilities as directors.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 89

KEY ACTIVITIES AND DECISIONS OF THE BOARD IN 2024

Q1 Q2 Q3 Q4

January

• Strategic plan proposal

• Update on results of the 2023

Board performance review

• Update on acquisitions and

the acquisition pipeline

• Results of the 2023 Great

Place to Work survey

• Presentation on feedback

from employee listening

groups

• Group risk assessment

February

• Results for the year ended

31December 2023

• Risk management, internal

controls and disclosure of

information to auditors

• Re-appointment of auditors

• Update on acquisitions and

the acquisition pipeline

• Final dividend for the year

ended 31December 2023

• Update on accident statistics

• Renewal of executive share

plans

April

• Q1 trading update

• Consideration of a new bank

credit facility

• Update on acquisitions and

the acquisition pipeline

• Updates on diversity policies,

corporate responsibility and

the Modern Slavery

Statement

• Update from the Board

Sustainability Committee

June

• Pre-close trading statement

• Presentation on treasury

policies and funding

proposals

• Update on acquisitions and

the acquisition pipeline

• Review of acquisitions made

in 2022

• Update on corporate

responsibility and supplier

performance

• Update on whistleblowing

reports

• Update on accident statistics

• Update on UK defined benefit

pension scheme

• Site visits in Brazil

August

• Results for the half year

ended 30 June 2024

• Interim dividend for the year

ended 31December 2024

• Group risk assessment,

including approval of the

removal of currency

translation as a principal risk

• Consideration of capital

allocation commitments,

including the share buyback

programme

• Update on acquisitions and

the acquisition pipeline

• Presentation of the role of the

Legal team in acquisition

governance

• Update on the American

Depositary Receipt

programme

• Update from the Board

Sustainability Committee

October

• Q3 trading update

• Consideration of the

thresholds for the approval

ofacquisitions and disposals

• Update on acquisitions and

the acquisition pipeline

• Update from Treasury

• Update on accident statistics

• Update from the Board

Sustainability Committee

• Consideration of director

conflicts of interest

• Site visits in China

December

• Pre-close trading statement

• Board performance

evaluation

• 2025 budget

• Update on accident statistics

• Update on acquisitions and

the acquisition pipeline

• Group tax strategy statement

and update

• Supplier audit statistics

• Update on 2024 UK Corporate

Governance Code compliance

• Update on whistleblowing

reports

• Review of Committee terms

of reference and governance

documents

// CORPORATE GOVERNANCE REPORT continued

90 BUNZL Annual Report 2024

Board leadership and company purpose Relevant section of the Annual Report Page(s)

Effective Board Biographies of the Board of directors 86 and 87

Purpose, values and strategy Our purpose, values and strategy 26 to 30

Culture How the Board monitors culture 94

Prudent and effective controls Risk management and internal controls 107 and 108

Engagement with shareholders Section 172 statement 62 to 65

S.172 statement and engagement with other stakeholders Section 172 statement 62 to 65

Engagement with employees Employee engagement statement 95

Workforce policies and practices Other statutory information 138

Division of responsibilities Relevant section of the Annual Report Page(s)

Division of responsibilities Board roles and responsibilities 92

Board independence Nomination Committee report 99 to 101

Board attendance and time commitments Board attendance table 85

Composition, succession and evaluation Relevant section of the Annual Report Page(s)

Appointment procedure Nomination Committee report 101

Succession plans Nomination Committee report 100

Composition of the Board and its Committees Biographies of the Board of directors 86 and 87

Tenure of directors Board tenure chart 85

Evaluation Board evaluation and priorities identified 96

Audit, risk and internal controls Relevant section of the Annual Report Page(s)

Audit Committee role Audit Committee report 104

External audit Audit Committee report 109 to 111

Fair, balanced, understandable report Fair, balanced and understandable statement 98

Internal controls framework Audit Committee report 107

Principal and emerging risks Principal risks and uncertainties 66 to 74

Remuneration Relevant section of the Annual Report Page(s)

Remuneration policy and practices Remuneration Committee report 115 to 136

Development of executive remuneration policy Remuneration Committee report 115 to 136

Independent judgement and discretion Remuneration Committee report 115 to 136

Code compliance statement

For the year ended 31 December 2024,

theCompany has complied in full with the

requirements of the Code that were in force

asat31 December 2024.

Pursuant to Disclosure Guidance and

Transparency Rule (‘DTR’) 7.2.6, information

required to be disclosed on the Company’s

securities structure can be found on page 173.

Information on our Board and Committee

Diversity Policy, required to be disclosed pursuant

to DTR 7.2.8A, can be found on pages 112 to 110.

The full Board and Committee Diversity Policy can

be found on the Company’s website,

www.bunzl.com.

Chief Executive

Officer

Executive

Committee

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 91

GOVERNANCE STRUCTURE

The Board has ultimate responsibility for

theoverall leadership of the Group. To ensure

the directors maintain overall control over

strategic, financial, operational and

compliance issues, the Board meets regularly

throughout the year and has formally

adopted a schedule of matters which are

required to be brought to it for consideration.

Further details of the matters reserved for

the Board can be found on page88.

The Board has established four Committees

to which it delegates certain matters, all of

which comply with the provisions of the Code

and play an important governance role

through the detailed work they carry out to

fulfil the responsibilities delegated to them.

The Board recognises the importance of

evolving the governance structures of the

Company in line with the development of

theCompany’s strategy, and the Board

Sustainability Committee was formed with

amandate to provide strategic advice to the

Board on the principal objectives, targets and

priorities of Bunzl’s sustainability strategy.

The Nomination Committee meets as and

when required. All other Committees meet

atleast twice a year, with the exception of the

Audit Committee, which meets at least three

times a year. Briefing papers are prepared

and circulated to Committee members in

advance of each meeting.

The terms of reference for each Committee

can be found on the Company’s website,

www.bunzl.com.

Board composition

As at 31 December 2024, the Board was made up

of 10 directors comprising a Chairman, a CEO, a

CFO and seven non-executive directors, including

a Senior Independent Director. Brief biographical

details of the directors in office at the date of this

report are given on pages 86 to 87.

All of Bunzl’s non-executive directors are

considered by both the Board and the criteria

setout in the Code to be independent. Further

details concerning the determination of director

independence can be found in the Nomination

Committee report on pages 99 to 101.

Each of the non-executive 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,

further details of which can be found in the

director skills matrix on page 85.

The Board is satisfied that each non-executive

director dedicates appropriate time to their role,

continues to contribute effectively to Board

decision making and executes their

responsibilities to challenge, monitor, advise and

guide the Company to a high standard for the

benefit of Bunzl’s stakeholders as a whole.

Further details relating to the time commitments

of the directors can be found on page 93.

In accordance with the terms of the Code and

Bunzl’s Articles of Association, with the exception

of Lloyd Pitchford, who has informed the Board

ofhis intention to step down as a director, each of

the directors in office at the date of this Annual

Report will be subject to election or re-election at

the 2025 AGM and the reasons for each director’s

election or re-election will be set out in the

forthcoming Notice of Meeting.

Nomination

Committee

Audit

Committee

Remuneration

Committee

Board Sustainability

Committee

Board

More on pages

99 to 101

More on pages

102 to 111

More on pages

115 to 136

More on pages

112 to 114

// CORPORATE GOVERNANCE REPORT continued

Board roles and responsibilities

The following table summarises the role and responsibilities of the different members of the Board:

Role Responsibilities

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. 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; and

• ensures 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.

There is a clear division of

responsibilities between the

Chairman and the Chief Executive

Officer, which is set out in writing

and has been agreed by the Board.

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; and

• communicates with the Company’s shareholders on a day-to-day basis as necessary.

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.

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.

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.

92 BUNZL Annual Report 2024

Conflicts of interest

The directors are required to avoid situations in

which they have, or could have, a direct or indirect

interest that conflicts, or possibly may conflict,

with the Company’s interests. In accordance with

the Companies Act 2006, the Company’s Articles

of Association allow the Board to authorise

potential conflicts of interest that may arise and

toimpose such limits or conditions as it thinks fit.

Directors are required to give notice of any

potential situational and/or transactional

conflicts, which are then considered by the Board

and, if deemed appropriate, authorised

accordingly. A director is not however permitted

to participate in such considerations or to vote

inrelation to their own conflicts.

The Board has considered and authorised

anumber of potential situational conflicts, all

ofwhich relate to the holding of external

directorships and have been entered on the

Company’s conflicts register. No actual conflicts

have been identified during the year and the

Boardconsiders that these procedures

operateeffectively.

External appointments and time

commitment of directors

The Board takes the time commitment of

directors seriously and the time expected of

directors is set out in their letters of appointment.

Each director must notify the Chairman prior to

accepting a new appointment, and the Chairman

must notify the Board, so that the Board can

consider the appointment. The Board recognises

the benefits in terms of director knowledge and

experience that external appointments can bring

to Board deliberations, and the need to balance

this with the requirement for directors to dedicate

sufficient time to their roles. Additional

information on how the Board assesses external

appointments is available on pages 101 of the

Nomination Committee report.

There were no new external appointments that

required Board consideration in 2024. Where

anappointment is disclosed, the Board considers

whether it would impact the time required for the

director to prepare for and attend meetings of the

Company, engage with stakeholders, undertake

any training or personal development and

execute their duties to the Company effectively.

Inaddition, the Board considers their current

portfolio, whether there are any conflicts or

potential conflicts, the time commitment required

with the new appointment and whether the

appointment would cause the number of

directorships they hold to exceed those set out

inthe Code or institutional investor and proxy

adviser guidance.

The Board is satisfied that each director devotes

sufficient time to their role at Bunzl and continues

to discharge their duties effectively.

Induction

The Company Secretary assists the Chairman in

designing and delivering a tailored induction

programme for each new member of the Board.

This takes into account each director’s individual

needs, aims to outline their roles, responsibilities

and duties as a director of the Company and

facilitate their understanding of the Group’s

business, people, processes, purpose, values and

culture.

A typical induction programme normally includes:

• a detailed information pack that includes

details of directors’ duties and responsibilities,

procedures for dealing in Bunzl plc’s shares and

other governance-related issues;

• one-to-one meetings with the other members

of the Board and the Company Secretary;

• meetings with Committee Chairs, as

appropriate;

• meetings with senior management;

• visits to some of the Group’s locations;

• information on the main areas of the Group’s

business activity and risks; and

• information on the Company’s approach to

sustainability and stakeholder engagement.

Training and development

The Board recognises the importance of

continually developing existing directors and

believes good decision making is enabled by a

deep understanding of the Group’s operations

and people. During the course of the year,

directors receive training and presentations to

keep their knowledge current and enhance their

experience. They are updated continually on the

Group’s businesses, their markets and changes to

the competitive and regulatory environments in

which they operate. In addition, the Board is kept

informed of relevant legal, regulatory and financial

developments or changes by the Company

Secretary and the CFO. The Company’s legal

advisers and auditors also give presentations and

training to the Board on specific topics of interest.

Training and development needs of the Board are

kept under review and directors attend external

courses where it is considered appropriate for

them to do so.

2024 training and development

activities

• Training from the Company’s legal team on their

role advising on acquisitions, including the

acquisition process and key risks.

• Regular updates on the 2024 Code reforms and

the Company’s proposed roadmap to

compliance.

• Regular updates on ESG and non-financial

reporting, including the EU Corporate

Sustainability Reporting Directive and other key

ESG reporting requirements identified from the

Company’s regulatory horizon scanning.

• Internal sustainability updates, including on:

− sustainability objectives for 2024 and net

zero transition plan and targets;

− review of performance against KPIs and key

focus areas and projects for 2024;

− the Company’s DMA;

− supplier engagement programme;

− Bunzl’s sustainability value proposition; and

− UK sustainability reporting standards and

preparations for the proposed EU mandatory

sustainability reporting, including our

proposed DMA.

June 2024 Brazil tour

• Presentation from local business leaders

• Site visits at three local businesses

• Presentations from local safety teams

• Meetings with local leadership and local

management teams

October 2024 China tour

• Attending a Q&A session

• Site visit to our Global Sourcing Office

• Attending a session at the Bunzl Global

Safety Conference

• Safety and supplier tradeshows

• Meeting with Senior Leader Development

Programme participants

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 93

BOARD SITE VISITS

// CORPORATE GOVERNANCE REPORT continued

Purpose, values and

how we monitor

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 and are reflected in the way we work and interact with stakeholders:

Reliability in action Humility in action Transparency in action Responsiveness 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 our successful tender

outcome with Aramark on page 57.

Bunzl’s corporate charity programme

supports environmental projects

related to recycling, litter prevention,

clean-up and waste management

infrastructure.

Read about our charitable initiatives on

page 212.

Bunzl’s honest culture engenders

confidence in the Company and Bunzl

aims to be as transparent as possible in

its reporting.

Read about our assurance framework

on page 98.

Bunzl’s own and exclusive brand

offering, expertise, and close customer

relationships allow the Company to

respond to specific customer needs.

Read about an example of our flagship

sustainable own brand offering on page

27.

Our values guide our culture and impact Company decision making:

Nomination

Committee

Audit

Committee

Board Sustainability

Committee

Remuneration

Committee

Human Resources

team

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 99 to 101.

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 102 to 111.

Provides recommendations to

the Board on the Group’s

sustainability strategy,

endorsing a culture of

continuous improvement.

See pages 112 to 114.

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.

See pages 115 to 136.

Implements programmes to

promote our values and

monitors employee sentiment

via surveys. Introduces

compulsory training to upskill

employees and reviews policies

to protect Bunzl’s culture.

See pages 31 to 35.

Our culture is...

...evidenced by what our people

most value about life at Bunzl:

...embedded through: ...measured through our culture

metrics:

...monitored through:

• Our working relationships

• Work-life balance for employees

• Respect and ethics

• The atmosphere on the ground

• Teamwork and support

• The skills of employees

• Development opportunities

• Our customer-focused attitude

• Empowerment of employees

• Annual conferences and learning

sessions

• Quarterly distribution of the Group

Employee Magazine, which celebrates

success stories, shares case studies

and highlights mentoring initiatives

• Objective setting and development

plans

• Group policies to guide employee

behaviour

• Employee equity participation

• An acquisition strategy that retains

former business owners, fostering an

entrepreneurial mindset

• Employee voluntary turnover rate:

14.8%

• Trust index score in our Great Place

to Work survey: 71%

• Non-executive director engagement

meetings held: 5

• Number of material breaches of Code

of Conduct: 0

• Average number of incidents per

month per 100,000 employees: 96

• Diversity, equity and inclusion

activities

• Health & safety data

• Employee forums

• Dialogue with executives and senior

management

• Employee survey results

• Regular Board reporting on people

matters

• Non-executive director listening

groups

• Site visits

94 BUNZL Annual Report 2024

CEO listening sessions

In 2024, the CEO, alongside the Director of Group HR, held a fourth annual listening session with female employees, and employees from ethnically

diverse backgrounds, 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 were identified from the employee feedback provided in the 2024 CEO listening session, which have been compiled and used to inform

decision making around Bunzl’s diversity and inclusion initiatives in 2025.

Theme Key point(s) raised

Role models • The creation of strong role models is critical, as we will never see real change unless people see

‘people like them’ moving up the organisation

• We need to be better at publicising success stories through a wider variety of platforms

Targets • There is general acknowledgement and excitement about the progress made in 2024

• It is critical that we have clear measures of success and do not leave progress to chance

Communications • We should communicate more regularly on progress made and the implementation of initiatives

such as reverse mentoring

• Establishing a more powerful employer brand is key, and communicating the results of the Great

Place to Work survey will help with this

Bunzl’s CEO listening sessions have been a valuable engagement mechanism, facilitating the provision of feedback from employees of diverse

backgrounds direct to Board level. Further information on our diversity and inclusion initiatives can be found on page 52.

Non-executive director listening sessions

To gain insight into the 2024 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 business areas. These sessions are held to facilitate direct

engagement between the non-executive directors and Bunzl employees across all levels of the Group, on topics such as employee share schemes,

developmental opportunities and communications. The matters raised by employees are fed back to the Board and the Board uses this feedback to

inform its decisions.

Theme Key point(s) raised

Careers and development • We should promote our structured training and development programmes to increase employee

awareness

Communication • We should increase communications on our social media channels

• Our best practice communication tools should be leveraged throughout the Group

Reward • The employee sharesave scheme is welcomed as a positive benefit that aligns company

performance with employee remuneration

• We should provide additional simpler explanations of the sharesave scheme, particularly

examples, to help increase understanding, especially amongst junior staff

Employee engagement statement

In accordance with provision 5 of the Code,

theBoard has decided to use alternative

arrangements to engage with employees. Bunzl

isa global, decentralised business with operations

in multiple locations and our employees fulfil a

broad range of roles with many different

perspectives. It is therefore essential that our

engagement methods suit the nature of our

business, the culture of the Company and our

workforce. This holistic approach to engagement

is the most effective method and allows the

Boardto understand, monitor and assess

employee sentiment.

Employees are also encouraged to get involved

with the Company’s performance through a

variety of different means, including the operation

of all employee share plans, bonus and

commission schemes and other incentive

arrangements. Our employee engagement

mechanisms, some of which are outlined below,

are discussed at Board meetings and kept under

review to ensure that they remain appropriate

and effective.

Site visits

In 2024, visits to operational sites gave the Board

a chance to hear views from employees at all

levels, providing a platform for meaningful

engagement while enhancing their understanding

of Bunzl’s operations and culture. Additional

information on the Board’s site visits can be found

on page 93.

Bunzl’s CEO, Frank van Zanten, carried out

multiple site visits during the year, including trips

to Bunzl businesses located in New York, Los

Angeles, Atlanta, St. Louis and Chicago in the US,

Prague in the Czech Republic, Shanghai in China

and São Paulo in Brazil. A highlight was meeting

the latest cohort within the Sales Development

Programme, which helps high-potential graduates

understand Bunzl’s corporate strategy, the

industry, and how Bunzl partners with customers

to create unique and tailored solutions. These

visits help deepen his insight into the employee

voice and bring it into Board deliberations.

Development: see our case study on career

development at Bunzl on page 35

Monitoring employee sentiment: see the results of the

Great Place to Work survey on page 32

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 95

// CORPORATE GOVERNANCE REPORT continued

Engagement with customers,

suppliers and other stakeholders

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62 to 65 and in the Sustainability report

onpages 38 to 60.

Shareholder engagement

The Board is committed to maintaining strong

communications with our shareholders.

Committee Chairs seek engagement with major

shareholders on pertinent matters within their

responsibility. Additionally, major shareholders

are routinely invited to meet with the Chairman,

Chair of the Audit Committee and Company

Secretary to discuss governance at Bunzl. Some

of the topics that were discussed during the

Company’s recent shareholder engagement are

outlined in the table on the right. The Board looks

forward to continuing its engagement activity in

the coming year.

SHAREHOLDER ENGAGEMENT

Topics discussed Outcome of engagement

• Own brand opportunities and its support to organic profit growth

• The ongoing impact of inflation and deflation on the business

• The sustainability of operating margin, which has seen a

strongincrease compared to 2019; the components attributable

to organic improvements and those attributable to higher

marginacquisitions

• Bunzl’s acquisition pipeline and the key criteria used in the

acquisition decision making process

• The Board’s capital allocation commitment which intends to

return Bunzl’s adjusted net debt to EBITDA to its target range

of2.0 to 2.5 times by 2027

The outcomes of all of the

engagement was positive,

andtheBoard will continue

itsengagement activity in the

comingyear.

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.

This year, a Board performance review was carried

out with assistance from an independent external

service provider, Lintstock, which included a detailed

questionnaire. The Chairman also held individual

discussions with each director.

A number of key priorities to improve the Board’s

performance further 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 2023, are set out below.

The Board is satisfied that the priorities identified

following the evaluation carried out in 2023 have

been adequately addressed during 2024.

The last comprehensive external evaluation,

including interviews with every Board member and

the Company Secretary, was carried out for the year

ended 31 December 2023 by Lintstock. Lintstock has

assisted with the Board’s external evaluation for a

number of years to ensure that there is consistency

and continuity in the presentation of the results from

year to year and Lintstock does not provide any other

services to, or have any other connection with, the

Company. It is intended that the next comprehensive

external evaluation will be carried out for the year

ending 31 December 2026.

Led by the Senior Independent Director, the

non-executive directors also meet without the

Chairman present at least annually to appraise the

Chairman’s performance, including a review of his

other commitments to ensure that he is able to

allocate sufficient time to the Company to discharge

his responsibilities effectively. The Chairman also

periodically holds meetings with the non-executive

directors without the executive directors present.

Allof these processes were carried out satisfactorily

during the year.

Key priorities identified during 2023 Progress made Key priorities identified

during 2024

Outcome of Board

performance review

1. Supporting the continuing evolution of the

Board’s composition

Several changes were made to the Board during 2024 as part of a planned succession,

with the aim of continuing to ensure that it is balanced, diverse and representative of the

markets in which Bunzl operates. More on page 84.

1. Delivering organic growth As a result of the Board

performance review

process carried out in

2024, the Board and its

Committees were found to

be operating effectively.

2. Deepening the Board’s understanding of

key stakeholder developments, including

customers

The Board discussed key stakeholder developments throughout the year, including

double materiality analyses, insight gained from attendance at supplier roadshows, and

feedback from the senior leadership reverse mentoring programme. More on page 62.

2. Embedding Board changes

3. Monitoring management succession and

development plans to build the long term

talent pipeline

Succession planning for executives remained high on the agenda in 2024 and formal

Board sessions were held to focus on the topic of talent and leadership succession. More

on page 100.

3. Continuing to focus on talent

and succession

4. Continuing to monitor the external context,

particularly in areas such as sustainability

and technology

The Board maintained a focus throughout the year on external developments to

sustainability and technology and received frequent updates from the relevant business

areas, which were considered at Board level. More on page 89.

4. Strengthening Board exposure

to the wider business

96 BUNZL Annual Report 2024

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

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

develop the Group’s framework and approach to internal

controls over financial reporting;

• 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

prepared annually by the business areas and approved by

theBoard;

• clearly defined authorisation procedures for capital investment

and acquisitions;

• a well-established consolidation and reporting system for the

statutory accounts and monthly management accounts;

• 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

standard, as well as continual investment in IT systems and

security to ensure the security of information systems and

data, business continuity and the production of timely and

accurate management information; and

• considering ESG and non-financial reporting and assurance.

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 business area

management to discuss strategic, operational and financial

issues, including a review of the principal risks affecting each of

the business areas and the policies and procedures by which

these risks are managed;

• the Executive Committee reviews the outcome of the

discussions held at business area meetings on internal controls

and risk management issues;

• the Board in turn reviews the outcome of the Executive

Committee discussions on internal controls and risk

management issues, which ensures a documented and

auditable trail of accountability;

• each business area, the Executive Committee and the Board

carry out an annual fraud risk assessment. Reporting protocols

are in place to identify, analyse and respond to actual or

potential fraud incidents;

• 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;

• actual results are reviewed monthly against budget, forecasts

and the previous year and explanations are obtained for all

significant variances;

• 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

monitored by Group management in association with external

advisers;

• 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 them

and remediate any identified weaknesses. Findings are used to

continually improve defences across all Group companies;

• the Internal Audit function periodically 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 of 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 102 to 111;

• 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 review

of progress against objectives established by each business area

are periodically carried out.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 97

// CORPORATE GOVERNANCE REPORT continued

Risk management and internal

controls

In accordance with the provisions of the Code,

which was in force for the 2024 financial year, the

Board acknowledges that it has overall

responsibility for identifying, evaluating, managing

and mitigating the principal and emerging risks,

including in respect of cyber and climate risks,

faced by the Group and for monitoring the

Group’s risk management and internal controls

systems. Such systems are designed to manage

rather than eliminate the risk of failure to achieve

business objectives and can only provide

reasonable and not absolute assurance against

material misstatement or loss.

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’).

The directors confirm that such procedures have

been in place for the year ended 31 December 2024

and, up to the date of approval of these financial

statements, that the Group’s risk management and

internal controls systems have been monitored

during the year.

Further information about the Group’s approach

to risk management and the principal risks and

uncertainties facing the Group can be found on

pages 66 to 74.

Financial and business reporting

The responsibilities of the directors in respect

ofthe preparation of the Group and parent

company financial statements are set out on page

188 and the auditors’ report on pages 189 to 194

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 145, 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

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Annual Report.

Fair, balanced and understandable

In accordance with provision 27 of the Code, the

Board confirms that taken as a whole, the 2024

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,

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 75.

By order of the Board

Suzanne Jefferies

Secretary

3 March 2025

98 BUNZL Annual Report 2024

// NOMINATION COMMITTEE REPORT

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 2024, which

provides an overview of the Committee’s key

activities and areas of focus in 2024.

The Committee is responsible for ensuring that

the Board and Bunzl’s senior management have

the necessary mix of skills, experience and

knowledge to facilitate the delivery of the Group’s

current and future objectives. To accomplish this,

the Committee takes a strategic view when

considering Board composition, talent

management and succession planning over the

short, medium and long term.

During the year, the Committee oversaw a

number of changes to the Board, including the

retirement of Vanda Murray, who stepped down

from the Board at the conclusion of the

Company’s 2024 AGM. I would like to thank Vanda

for her significant contributions to Board and

Committee discussions during her nine year

tenure. In addition, as mentioned in the Corporate

governance report, Lloyd Pitchford, non-executive

director and Chair of the Audit Committee, will

step down as a director at the conclusion of

Bunzl’s AGM on 23 April 2025. Lloyd’s

independent advice and wise counsel over the

past eight years have been greatly appreciated,

and he leaves the Board with the Company’s

gratitude and best wishes.

The Committee had factored Vanda’s and Lloyd’s

long tenures into its succession planning and, in

preparation for their departures, a recruitment

process for two new non-executive directors was

launched in early 2024. As a result of this rigorous

search and selection process, centred around

finding candidates that would enhance the skills,

knowledge and experience on the Board, I am

delighted to welcome Daniela Barone Soares and

Julia Wilson as members of the Committee,

following their appointment as non-executive

directors on 16 December 2024. The rationale for

the appointment of Daniela and Julia is included

on page 100 and information concerning their

skills and experience is set out on pages 85 and

87. Additional information concerning the

searchand selection process that resulted in

theappointments can also be found in the

reportthat follows.

The Committee embraces the importance of

diversity and inclusion in all Board and senior

management recruitment processes and I am

pleased to share that the Board’s composition

isfully compliant with the requirements of the

Parker Review on ethnic diversity and the gender

diversity targets outlined in the Hampton-

Alexander Review. While taking the important

considerations of gender and diversity into

account, the Committee will continue to

recommend appointments to the Board based

onmerit and the individual skills and experience

of each candidate. It is nevertheless clear that

gender, ethnicity, race and other forms of diversity

and inclusion must form a key part of our

succession planning discussions and are critical to

the long term sustainable success of the business.

As described later in this report, other areas of

Committee focus during 2024 included succession

planning for senior executives, consideration of

the Company’s profile from a talent management

perspective, and executive talent development.

Information on the Committee’s progress in

respect of these priorities can be found on

pages100 and 101.

The Committee ends the year satisfied that the

Board possesses the right skills and experience

toprovide the highest standards of leadership

and oversight, and we remain dedicated to

ensuring the ongoing alignment of the

composition of the Board with the Company’s

strategic priorities and culture.

Peter Ventress

Chairman and Chair of the

Nomination Committee

3 March 2025

NOMINATION

COMMITTEE REPORT

PETER VENTRESS

Chairman and Chair of the

Nomination Committee

The Committee takes a strategic

view when considering Board

composition, talent management

and succession planning over the

short, medium and long term.”

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 99

// NOMINATION COMMITTEE REPORT continued

Composition

During 2024, 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 provisions of the UK

Corporate Governance Code (the ‘Code’), a

majority of the members are independent

non-executive directors. The Secretary to the

Committee is the Company Secretary.

Nomination Committee meetings

The Committee meets at least twice a year and

otherwise as required.

The table below sets out directors’ attendance at

the three scheduled Committee meetings held

during 2024.

Meetings attended

Peter Ventress 3/3

Vanda Murray*

1/1

Lloyd Pitchford

3/3

Stephan Nanninga

,3/3

Vin Murria

3/3

Pam Kirby

3/3

Jacky Simmonds

3/3

Daniela Barone Soares** 0/0

Julia Wilson** 0/0

* Vanda Murray resigned as a director on 24 April 2024 and

attended all of the Committee meetings held between

1January 2024 and that date.

** Daniela Barone Soares and Julia Wilson were appointed as

directors on 16 December 2024. There were no Committee

meetings held between that date and the end of the year.

Key areas of focus in 2025

• Onboarding new Board members

• Monitoring future developments and possible

changes to Board composition

• Strengthening succession planning, particularly

from an executive perspective

• Considering the gender and diversity balance

across the business

Role and support during 2024

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 both the Board and senior

management positions and oversee the

development of a diverse pipeline for

succession. In the performance of its duties,

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, to fill Board positions and

vacancies.

The Committee’s terms of reference,

whichwere updated and reviewed in 2024,

areavailable on the Company’s website,

www.bunzl.com.

This report has been prepared in accordance

with the 2018 Code. For financial years

beginning on or after 1 January 2025, the

Committee will report against the 2024 version

of the Code, with reference to the Committee’s

new terms of reference, which have been

updated to align therewith.

Performance review

The Committee’s performance and

effectiveness are reviewed annually by both

the Committee and as part of the Board

performance review. The Chair of the

Committee also meets with each Committee

member independently to ensure that their

individual views about the operation of the

Committee are taken into account. Information

concerning the results of the 2024

performance review is set out on page 96.

Activities

Succession planning

A key responsibility of the Committee is to satisfy

itself that a robust and rigorous succession

planning process is in place, over the short,

medium and long term, to ensure that the

Company maintains the optimal Board

composition with the right mix of skills,

experience and Company and industry

knowledge. The Company’s succession plans,

together with the Board skills matrix and tenure

tracker, are considered regularly. This allows the

Committee to identify potential gaps, including in

relation to director rotation and in respect of the

skills needed to deliver the Group’s strategic

priorities. Effective and proactive succession

planning and assessment also enable the

Committee and the Board to ensure that changes

to the Board are effectively coordinated where

possible, and that contingency plans are in place

where necessary.

Succession planning as it relates to the Board was

discussed at length by the Committee during

2024, particularly in light of the upcoming

retirement of Lloyd Pitchford from the Board and

its Committees at the conclusion of the

Company’s AGM in April 2025. Having served on

the Board and as Audit Committee Chair for eight

years, Lloyd’s departure had been factored into

the Committee’s director succession plan and

Julia Wilson, who was appointed to the Board in

December 2024, was identified as an ideal

candidate to succeed Lloyd as Audit Committee

Chair. As a chartered accountant with extensive

financial experience and expertise, Julia is suitably

qualified to discharge the role, and the timing of

the changes has allowed for a meaningful

handover period as part of a planned succession.

The need to refresh the Board while maintaining

aknowledgeable and experienced team of

non-executive directors is something that the

Committee continued to address in succession

planning discussions during 2024 and, in

furtherance of this, Daniela Barone Soares was

also appointed as a non-executive director in

December 2024. Daniela has served on various

commercial, non-profit and advisory boards

during her career, and has considerable

international experience, having also previously

worked in the USA, Brazil and Europe. The

appointment of both Julia and Daniela has

broadened the combination of skills, knowledge

and experience on the Board and its Committees,

and will bring fresh insights and perspectives

todiscussions.

Enhancing its oversight of executive succession

planning also continued to be a key priority for

the Committee in 2024 and one which will

continue to receive considerable attention in

2025. The Committee’s active interest in talent

management helps to ensure that high

performing individuals within senior management

can be developed and nurtured in order to

further strengthen the executive succession

pipeline, while increasing diversity in senior roles

across the Group.

Inclusion and diversity

The Committee embraces the importance of

diversity and inclusion in all Board and senior

management recruitment and challenges external

search consultants where necessary to ensure

that diversity of gender, social and ethnic

backgrounds and cognitive and personal

strengths is always considered in the selection

ofcandidates. In addition, the Committee seeks to

engage firms that are signatories to the Voluntary

Code of Conduct of Executive Search Firms and

encourages them to look further afield and access

talent from wide and diverse pools.

The Board and the Committee’s approach to

inclusion and diversity in respect of the Board

andsenior management is set out in the Board

and Committee Diversity Policy, which is reviewed

by the Board Sustainability Committee and can

befound on the Company’s website at

www.bunzl.com. Additional information

concerning diversity and inclusion in Bunzl

canbefound in the Sustainability report on

pages 38 to 60 and in the Our people section

onpages 31 to 35.

100 BUNZL Annual Report 2024

PROCESS FOR BOARD APPOINTMENTS

Role specification The Committee develops a role specification and list of

characteristics deemed essential for the new non-executive director.

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.

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.

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.

Final stage

interviews

The preferred candidates attend additional meetings with the

executive directors and members of the Executive Committee, as

necessary.

Candidate

references

The Committee seeks references for the preferred candidates and

holds virtual meetings with the associated referees.

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.

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.

Talent

As part of its remit, during 2024, the Committee

continued to monitor the development of Bunzl’s

Executive Committee, which sits below the Board,

to ensure that there is a diverse supply of senior

executives and potential future Board members

with appropriate skills and experience.

During the year, the Company completed annual

talent and succession planning reviews with the

Business Area Heads and HR directors, a

summary of which was discussed by the

Committee. Additionally, the Chief Executive

Officer presented his annual management

succession plan to the Committee for its

consideration. This included information on

people review processes, functional talent

development, specific emerging talent pipelines,

diversity, equity and inclusion, and learning and

development initiatives. The Committee also

maintained regular interaction with senior

management across the Group and within

eachbusiness area. Such interaction enables

theCommittee to familiarise itself with the

teams,thereby facilitating the identification

ofhigh performing talent and informing

succession planning.

Recruitment

The Committee oversees and makes

recommendations to the Board in respect of the

identification, assessment and selection of

candidates for appointment to the Board, and

each appointment is subject to rigorous and

transparent procedures, as outlined on this page.

The Committee seeks to follow best practice in all

the appointments it recommends, agreeing the

criteria for each role and the most appropriate

interview panel, before considering a

comprehensive and diverse list of candidates.

Shortlisted candidates are interviewed and

assessed against the chosen criteria and due

diligence is then undertaken before the

Committee makes its final recommendation.

Executive search firms are appointed based on

their expertise relative to each role, with Russell

Reynolds Associates being engaged in 2024.

Russell Reynolds Associates do not provide any

The Committee also conducted a review of

individual director conflict authorisations as

recorded in the Conflicts of Interest register. The

and sets out any actual or potential conflict of

interest situations which a director has disclosed

to the Board in line with their statutory duties.

Toform a view of a director’s independence,

consideration was also given to other external

appointments held by each director.

Jacky Simmonds is currently Chief People Officer

at Experian plc, and Lloyd Pitchford, another of

Bunzl’s non-executive directors, is the Chief

Financial Officer of Experian plc. Lloyd will be

retiring from the Bunzl Board and its Committees

at the conclusion of the Company’s upcoming

AGM in 2025. Despite this, the Board is mindful

that the Code states that where a non-executive

director holds cross-directorships or has

significant links with other directors through

involvement in other companies or bodies, this

islikely to impair, or could appear to impair, a

non-executive director’s independence.

The Committee and the Board has considered

whether the independence of either director is, or

could be, impaired by their roles at Experian, and

is satisfied that there are no business conflicts

between the two companies, that both directors

demonstrate independence of thought and offer

challenge, and that there are no other factors

which would impair either director’s

independence. Accordingly, the Board does not

consider that Jacky Simmonds’ and Lloyd

Pitchford’s positions as independent

non-executive directors of the Company are

adversely impacted by their roles at Experian plc

and is satisfied that, notwithstanding these roles,

they are to be regarded as independent.

The Committee determines a non-executive

director’s independence in line with the relevant

provisions of the Code and is satisfied that all

ofthe non-executive directors meet the criteria

forindependence and that the Chairman of

theBoard met the criteria on appointment to

thatrole.

Further details concerning the Board

performance review that was carried out during

2024, which identified that the Committee

continues to operate effectively, can be found in

the Corporate governance report on page 96.

Examples of the priorities identified as part of the

Committee’s 2024 performance review can be

found under the Key areas of focus in 2025

section in this report.

other services to, or have any connection with,

the Company or its individual directors. Russell

Reynolds Associates are a signatory to the

Voluntary Code of Conduct for Executive Search

Firms on gender diversity and best practice.

Performance review and independence

During the year, the Committee reviewed and

took account of the balance of skills, knowledge,

experience and diversity of the Board, the time

commitment expected of the non-executive

directors and the conclusions of the formal

performance review process when considering

and recommending the nomination of directors

for re-election at the 2025 AGM.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 101

// AUDIT COMMITTEE REPORT

AUDIT COMMITTEE

REPORT

Introduction from Lloyd Pitchford

I am pleased to present the Audit Committee’s

report for the year ended 31 December 2024 and

welcome both Daniela Barone Soares and Julia

Wilson, who were appointed as Committee

members on 16 December 2024.

This year marks my last full financial year as Chair

of the Committee. Following the conclusion of the

forthcoming 2025 AGM, I will be stepping down

from my position as a non-executive director and

will be succeeded as Chair of the Committee by

Julia Wilson, the rationale for which is set out in

the Nomination Committee report on page 100.

Iwish Julia all the best in her new position and

thank my fellow Committee members and Bunzl’s

management team for their commitment,

contribution and professionalism over the past

eight years.

The purpose of this report is to outline the role of

the Committee, provide an insight into our

activities and demonstrate how we have

discharged our responsibilities effectively during

2024. Bunzl’s governance structure relies upon

transparent reporting, a robust framework of risk

management and internal controls, and effective

assurance processes. The Committee plays a key

role within this framework by monitoring the

integrity of the Company’s financial and

non-financial reporting, reviewing its risk

management and internal control procedures,

and considering the independence and

effectiveness of the internal audit function and

the external audit process. I believe that our role,

together with Bunzl’s Board-led culture of

integrity and openness, is critical to the protection

of stakeholder interests and the long term

viability of the Company.

During 2024, the Committee made good progress

towards the priorities identified in last year’s

Annual Report, with particular attention being

paid to the matters outlined below. A summary

ofthe Committee’s priorities for the forthcoming

year can be found on page 104.

Readiness for the revised UK

Corporate Governance Code (the

‘2024 Code’)

During the year, the Committee spent time

assessing the Company’s readiness for

compliance with the 2024 Code, which is effective

for financial years beginning on or after

1January2025, recognising that the most material

changes relate to internal controls under

provision 29, which is applicable for the financial

year beginning 1 January 2026. Accordingly, the

Committee received updates from management

and considered actions that the Company may

need to take to achieve full compliance with the

2024 Code. As a result of its assessment, the

Committee is pleased with the steps being taken

by the Company to achieve timely compliance

with the 2024 Code. More details regarding the

Company’s preparation for compliance with the

2024 Code can be found on page 107.

During 2024, the Committee operated in

accordance with the 2018 UK Corporate

Governance Code (the ‘Code’). For financial years

beginning on or after 1 January 2025, the

Committee will operate in accordance with the

2024 Code and the Committee’s new terms of

reference, which have been updated to align

therewith.

Non-financial and ESG Reporting

Investors, regulators and other stakeholders

require increasingly informative and reliable

reporting, not just of the Company’s financial

position, but of its resilience, risk management,

and environmental, social and governance (‘ESG’)

position and progress. In light of this, the

Committee honed its focus on non-financial and

ESG reporting during 2024. Additional information

on the Company’s approach to enhancing its

non-financial and ESG disclosures and assurance

can be found on page 107.

LLOYD PITCHFORD

Chair of the Audit Committee

Bunzl’s governance structure relies

upon transparent reporting, a robust

framework of risk management and

internal controls, and effective

assurance processes.”

102 BUNZL Annual Report 2024

Risk management and internal

control

Effective systems of risk management and

internal control safeguard the integrity of the

financial reporting process, build trust and

confidence amongst Bunzl’s key stakeholders and

support the achievement of the Company’s long

term objectives. The ongoing robustness of these

systems is reinforced by the risk-focused cultural

framework within which Bunzl operates and the

well-established procedures which identify,

mitigate and manage risks. The Committee plays

an important role in relation to these systems and

procedures, and during the year we continued to

discharge our duties to the highest standards,

providing appropriate challenge and oversight

ofthe Group’s risk management and internal

controls framework.

The Group’s risk and control environment has

been further bolstered in recent years by the

introduction of the Internal Controls Essentials

programme. The Committee continued to receive

updates in respect of the development of the

programme at each meeting during 2024 and is

pleased with the progress that has been made

sofar. In addition, the Committee carried out a

review of the programme’s approach in light of

the aforementioned changes to the Code and is

satisfied that the Internal Controls Essentials

programme continues to evolve to address the

relevant requirements of the 2024 Code

effectively.

Fraud updates are provided at every Committee

meeting. These updates cover fraud risk,

processes and controls at Bunzl and provide the

Committee with the opportunity to provide

scrutiny and challenge over the protocols in place

to identify, analyse and respond to any actual or

potential fraud incidents. 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 84 to 98.

Information and cyber security

In light of the evolving risk environment in respect

of cyber threats, effective information and cyber

risk management is critical to the long term

sustainable success of the Company’s operations.

As such, the Committee continued to pay close

attention to the Group’s cyber security risk

management processes and governance systems

during the year.

Bunzl’s Chief Information Officer provided regular

updates on the Company’s cyber security

programmes, any material cyber security risks

and associated mitigation strategies. In addition,

the Committee undertook training on information

and cyber security, which focused on the Group’s

cyber security risk mitigation framework, which

isaligned with the standardised framework for

assessing, protecting and defending against cyber

risk developed by the National Institute of

Standards and Technology. Focusing on a

different aspect of the Company’s framework

ateach training session facilitated detailed

consideration of Bunzl’s layered approach to

cyber security and bolstered the Committee’s

understanding of the work carried out by Bunzl’s

management team in relation thereto.

Further information on the Group’s approach

toinformation and cyber security is outlined later

in this report on page 108.

Audit

High quality audit is essential to provide users of

financial statements with assurance that they can

confidently rely on the information published by

companies in relation to their financial health,

performance and prospects. The Committee

therefore works with the internal audit function,

the external auditors and other stakeholders on

an ongoing basis to ensure that audit quality is

maintained at Bunzl and, as a result, ensure

better outcomes for the Company’s stakeholders

who rely on the accuracy and integrity of the

Group’s financial reporting.

During 2024, the Committee undertook reviews of

both the effectiveness of the Company’s external

audit process for the 2023 financial statements

and the Company’s internal audit function, as well

as the progress made in addressing the points

raised during the 2023 external quality

assessment of the internal audit function.

Following these reviews, the Committee

concluded that it was satisfied with the

effectiveness of the external audit process

relating to the 2023 financial statements and that

the internal audit function continued to be

effective, efficient and appropriately resourced.

Further information in relation to the internal

andexternal audit processes and the

Committee’s reviews thereof can be found on

pages 109 to 111 of this report.

Stakeholder engagement

Our relationship with the Company’s stakeholders

is a fundamental driver of value creation and we

place considerable importance on ensuring that

we are aware of and understand their views and

sentiments. The Chair of the Committee seeks

toengage with Bunzl’s stakeholders when

appropriate in order to obtain their feedback

anddiscuss any concerns that they may have

regarding the Committee’s operations and

oversight. The Chair of the Committee will 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 62 to 65.

Performance evaluation

I am pleased to report that, based on the results

of the 2024 performance evaluation, the Board

members continue to consider the Committee to

be thorough and effective in fulfilling its

responsibilities. Further information concerning

the evaluation process can be found in the

Corporate governance report on page 96 and

examples of the priorities identified as part of

the2024 Audit Committee review are set out

onpage 104.

Additional information concerning the

Committee’s activities during 2024 and the key

areas of focus in 2025 can be found later in this

report. The Committee will keep its activities

under review to ensure that they remain

appropriate and continue to meet the changing

needs of the business.

Lloyd Pitchford

Chair of the Audit Committee

3 March 2025

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 103

// AUDIT COMMITTEE REPORT cont inued

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.

As the serving Chief Financial Officer of

Experianplc, the Chair of the Committee,

LloydPitchford, 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 85 to 87.

Audit Committee meetings

The table below sets out the Committee’s

composition and its members’ attendance at the

four scheduled Committee meetings held during

2024.

Meetings attended

Vanda Murray

1/1

Lloyd Pitchford

4/4

Stephan Nanninga

4/4

Vin Murria

4/4

Pam Kirby

4/4

Jacky Simmonds

4/4

Daniela Barone Soares

***

0/0

Julia Wilson

***

0/0

* 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,

representatives from the external auditors and other

members of the Group finance team as required.

** Vanda Murray resigned as a director on 24 April 2024 and

attended all of the Committee meetings held between

1January 2024 and that date.

*** Daniela Barone Soares and Julia Wilson were appointed as

directors on 16 December 2024. There were no Committee

meetings held between that date and the end of the year.

Key areas of focus in 2025

In addition to the regular cycle of matters that the

Committee schedules for consideration each year,

it will also focus on the following areas under the

guidance of its new Chair, Julia Wilson:

• Monitoring the Company’s readiness for

compliance with the relevant Code

requirements relating to audit, risk and internal

controls, noting that provision 29 requirements

will be applicable from the 2026 financial year

• Continuing to embed new control systems and

the development of risk management, including

in relation to emerging risks such as artificial

intelligence

• Reviewing progression of the Internal Controls

Essentials programme, including the outcome

of the Controls Self Assessment process

• Considering and enhancing non-financial and

ESG reporting and assurance

Role and support during 2024

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 and the external

auditors, 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 2024, 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

individually throughout the year with Committee

members 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

2024 and its priorities for 2025 can be found on

page 105 and page 104, respectively. 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.

104 BUNZL Annual Report 2024

AUDIT COMMITTEE MEETINGS AND ACTIVITIES IN 2024

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 KPIs,

forinclusion in the Annual Report

• Reviewing the effectiveness of the

Company’s risk management and

internalcontrols framework, including

consideration of the Company’s

materialcontrols

• Reviewing the assurance procedures

relating to risk management systems,

including receiving and considering a

Riskand Assurance Map

• 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 GDPR and data privacy, and

the Group’s risk-based security framework

• Receiving updates on the Group’s

Information Security Policy and activities

in 2024, including incidents encountered,

threat monitoring, control priorities,

focusareas and key performance

indicators (‘KPIs’)

• Approving the scope of the 2025 external

assessment of information security

• 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 planning process for the current

financial year

• Reviewing and approving the internal audit

work programme for the coming year

• 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

• 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 2024 financial year

• Considering incoming regulatory reforms,

including the Company’s roadmap to

compliance with the 2024 Code

• Receiving training on proposed regulatory

and governance changes, corporate

reporting and accounting

Risk management, internal

controls and fraud risk

Audit matters

Governance and other

Financial statements and significant

accounting matters

During the year and prior to the publication of the

Group’s results for 2024, the Committee spent

considerable time reviewing and scrutinising the

2024 half year financial report and related news

release, the 2024 Annual Report (including the

financial statements), the 2024 annual results

news release and the reports from the external

auditors on the outcomes of their half year review

and their audit relating to 2024. 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 75.

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 105

// AUDIT COMMITTEE REPORT cont inued

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 2024. 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 six such business combinations during the year. The Committee reviewed the Group’s assessment

of these six 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. Following the completion of the Nisbets acquisition the Group has recognised a non-controlling interest for a pre-existing

non-controlling interest over the Nisbets Australia and New Zealand businesses of 25%, as there are no put or call options or other agreements in place to purchase the remaining shares, and hence a

non-controlling interest has been recognised for £2.7m. During the year this resulted in £0.6m of profit relating to non-controlling interests.

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 movements in the estimated liability in respect of earn-outs and put options, being a net charge of £3.5m, are recognised in acquisition related items through

operating profit, and noted that as at 31 December 2024, the Group carried a liability for deferred consideration of £258.2m.

The Committee discussed the impact of discounting deferred and contingent consideration payments and noted that, following the acquisitions during the year, the Group has recognised a discount of £17.3m as

a reduction in the value of deferred consideration recorded on the balance sheet. The discount will unwind via an interest charge to the income statement over the option periods.

Details of the Company’s approach to accounting for acquisitions are set out in Note 9 to the consolidated financial statements.

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 £2.3m had been recognised in the year in relation to the customer relationships intangible assets of a foodservice business within the Benelux and Germany

CGU 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 Committee noted that the UK scheme was closed to further accrual in May 2024 resulting in a one-off settlement credit of £3.2m. In December 2024 the Company’s pension scheme trustee entered into a

bulk annuity buy-in transaction 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 Committee discussed the changes in the UK scheme during the year and evaluated the accounting treatment and disclosures proposed by management in the financial statements

thereon. Further, 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 2023 to 31December 2024, and noted that the

Group carried trade receivables provisions of £39.6m and provisions for slow moving, obsolete or defective inventories and market price movements of £143.5m.

SIGNIFICANT MATTERS CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS

106 BUNZL Annual Report 2024

During the year, the Committee reviewed the

process by which significant current and emerging

risks had been identified by management and the

Board, and the key controls and other processes

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. The

Committee uses a number of tools to review the

Group’s risk management processes, including

the Group’s Risk and Assurance Map. These tools

are reviewed regularly to ensure that they remain

fit for purpose and continue to meet the needs of

the business. External assurance reviews, which

are focused on the maturity of the Group’s risk

management procedures, are held every five

years, with the latest taking place in 2022. In 2024,

the Committee reviewed the output of annual

internal reviews of the maturity of the Group’s risk

management procedures, which have been used

to develop the Group’s enterprise risk

management framework further and set goals for

the future.

The Committee monitored the effectiveness of

the internal controls framework through reports

from the CFO, the Group Financial Controller, the

Head of Internal Audit and Risk and the external

auditors. In particular, the Committee considered

the scope and results of the work of the internal

audit function, the findings of the external

auditors in relation to the year end audit,

management’s assessment of fraud risk, the

controls over the Company’s financial

consolidation and reporting process, treasury

controls, tax risks and the process for monitoring

the ongoing performance of the Company. It is

the responsibility of management to provide

confirmation that the controls and processes are

being adhered to throughout the business and

this is continually tested by the work of the

internal audit function as part of its annual plan of

work, which the Committee approves. Compliance

with the internal controls system is monitored via

an annual internal controls self-assessment with

sign-off and review of key financial and

non-financial controls for all businesses.

Self-assessed responses are challenged locally

bybusiness area internal controls teams,

reviewed centrally and audited on a sample basis

by the internal audit function, and reported to the

Committee.

During the year, the Committee also oversaw the

Group’s Internal Controls Essentials programme,

which aims to further develop the Group’s internal

controls framework for financial reporting.

Having reviewed the process by which

management assessed the control environment,

in accordance with the requirements of the

Guidance on Risk Management, Internal Controls

and related Financial and Business Reporting

published by the Financial Reporting Council

(‘FRC’), the Committee confirms that the

Company’s system of risk management and

internal controls operated effectively for the 2024

financial year. Where specific areas for

improvement were identified, mitigating

alternative controls and processes were in place.

Further information on risk management and

internal controls is included in the Corporate

governance report on pages 97 and 98. Additional

information concerning the Group’s approach to

risk management and the principal risks and

uncertainties that it faces can also be found on

pages 66 to 74.

Preparation for compliance with the 2024 Code

During the year, the Committee reviewed detailed

updates on the FRC’s changes to the Code and

management’s proposed actions to achieve

compliance therewith. Particular attention was

paid to updated Code provision 29, which relates

to the Company’s internal controls framework and

will be applicable for the 2026 financial year. As

part of its discussions, the Committee considered

the approach and methodology for the scoping of

the Company’s material controls (particularly

operating, compliance and reporting controls),

and reviewed the Company’s existing and planned

assurance activities over those controls.

ESG and non-financial reporting and

assurance

During the year, the Committee deepened

itsfocus on current and emerging ESG and

non-financial reporting requirements and

considered the legal, regulatory and other

risk-based workstreams carried out by the

business in relation thereto.

To remain abreast of upcoming changes, the

Committee received updates on key ESG

reporting requirements on the regulatory horizon,

including the Group’s proposed approach to

reporting against the EU Corporate Sustainability

Reporting Directive (‘CSRD’), in preparation for

which the Committee considered the Company’s

roadmap to achieve compliance with CSRD.

Looking ahead, the Committee will continue to

review upcoming regulations that might affect

theCompany’s future ESG assurance and

reporting obligations, which are monitored by

management and considered by the Committee

on an ongoing basis.

Risk management and internal

control

The Board monitors and approves the Group’s

risk management and internal control systems

and keeps their effectiveness under review.

A detailed summary of the Company’s risk

management framework is set out in the Principal

risks and uncertainties section on pages 66 to 74

of this report. This is built around the Company’s

risk appetite, as set by the Board, which guides

management to proactively identify, monitor, and

manage the material and emerging risks that

could impact Bunzl. During 2024, the Committee

continued its regular review of risk reporting to

ensure the balance between risk and opportunity

remained in line with the Group’s risk appetite

and tolerance.

Once the Company’s material and emerging

riskshave been identified and included in its risk

profile, the Group’s internal control environment

is designed to provide ongoing protection from

those risks. Management is responsible for

establishing and maintaining adequate internal

controls and the Committee oversees the ongoing

effectiveness of those controls. These controls

and procedures are designed to manage, but not

eliminate, the risk of failure of the Company to

meet its business objectives and, as such, provide

reasonable, but not absolute, assurance against

material misstatement or loss.

Assessment of the effectiveness of the

Company’s risk management and internal

control systems

The Committee is responsible for reviewing,

onbehalf of the Board, the effectiveness of

theCompany’s internal controls and the

assurance procedures relating to the Company’s

risk management system. The Group has a

culture ofeffective risk management and risk

aware decision making is embedded in our

keyprocesses.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 107

// AUDIT COMMITTEE REPORT cont inued

Cyber risk

Cyber security and data privacy continued to be

an important area of focus for the Committee in

2024 given the evolving risks in this area and the

importance of technology for the business.

Updates and training on cyber and information

security were provided at Committee meetings

bythe Group Chief Information Officer, Mark

Jordan, a Q&A with whom is detailed to the right.

These training sessions were structured around

the Company’s cyber security risk mitigation

framework, with the initiatives, controls and KPIs

relating to the ‘Identify’, ‘Protect’ and ‘Detect’

aspects of the framework being considered at the

June, August and December Committee meetings,

respectively. The Committee will continue this

training in 2025, with a focus on the Company’s

‘Respond’ and ‘Recover’ initiatives, controls

andKPIs.

BUNZL’S CYBER SECURITY RISK MITIGATION FRAMEWORK

Identify

Know what we have, what we

do, and what’s important

• Asset Management

• Business Environment

• Governance

• Risk Assessment

• Risk Management

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

• Communications

• Response Planning

Recover

Return to known good state

and focus on continuous

improvement

• Disaster Recovery

• Continuous

Improvement

• Communications

Throughout the year, the Company continued

toimprove cyber security and data privacy

governance, architecture and controls, and

further embedded a culture of digital security

across the Group by deploying cyber security

awareness campaigns to all regions.

The Group experienced a number of

cyber-attacks during 2024, none of which were

considered material and all of which were

effectively managed through the Company’s

Group information security teams. The Company

regularly monitors its information security KPIs to

ensure a process of continual improvement and

development, and an external professional

services firm has been engaged to carry out an

assessment of the Company’s information

security assurance in 2025.

MARK JORDAN

GROUP CHIEF INFORMATION OFFICER

Q&A WITH MARK JORDAN,

GROUP CHIEF

INFORMATION OFFICER

How much engagement does the Audit

Committee have in respect of cyber

security?

The Committee takes an active interest in

cyber security across the Group and aims to

continually bolster its understanding of the

wider risk environment in this area.

During the year, we continued to build on our

information security policies and controls to

improve the Group’s ability to monitor,

prevent, detect and respond to cyber

threats. I provided updates on these

improvements at Committee meetings,

including progress made against the

Company’s cyber security KPIs, the results of

regional health checks and the outcomes of

tests and simulations that have taken place

throughout the business. I also delivered

cyber security awareness sessions at

Committee meetings throughout the year.

What opportunities are presented by

enhancements to the Company’s digital

and cyber landscape?

Leveraging technology is a critical

component of accelerating our competitive

advantage. Bunzl has invested heavily in

digital platforms, such as e-commerce,

demand planning, and order automation

capabilities to further enhance its service

offering to customers and more closely

integrate with suppliers. Protecting these

digital investments is a critical priority.

The active deployment of our advanced

cyber capabilities has enabled us to detect

and shut down sophisticated cyber-attacks

with minimal disruption to our business.

What is the Company’s approach to the

use of artificial intelligence (‘AI’) and what

is the Committee’s involvement?

Bunzl is increasingly leveraging the use of AI,

which presents a number of opportunities,

such as improved accuracy and operational

efficiency, but also a number of risks. To

combat these risks, our internal Generative

AI Policy was reviewed during 2024 and

Group wide training programmes were

deployed to help employees better

understand and effectively utilise AI.

The Committee is acutely aware of the need

to be responsive to developments in the

context of AI, while remaining vigilant to the

threats posed by this rapidly developing

technology. The Committee is updated

regularly on the initiatives being undertaken

to educate the Group’s employees on

matters concerning information security,

including in respect of AI. Overseeing the

Group’s governance and risk management

and internal controls in this area will

continue to be an important area of focus for

the Committee as Bunzl continues its drive

towards greater digitalisation.

Q&A

108 BUNZL Annual Report 2024

Internal audit

The output from the internal audit function

provides the Committee with a further 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 fit for

purpose 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 Chair

ofthe Committee also liaises with the CFO as

necessary to ensure robust oversight and

challenge in relation to financial control and risk

management and to ensure that the Committee

iskept informed of any changes in response to

new issues or changing circumstances.

The quality and effectiveness of the internal audit

function’s work is monitored continually using a

variety of formal and informal inputs, including

discussions with management, reviews and

assessments of the quality of testing results and

reporting, 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 2024, 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 2025.

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 2024, no 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 110 and 111 of this report and

is set out in the Committee’s terms of reference,

which are available on 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 2024, 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 2025

be put to shareholders at the forthcoming AGM.

Reporting

The work of the Committee during 2024 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 106. 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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 109

// AUDIT COMMITTEE REPORT cont inued

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

(2019) 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 2024 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

• 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 2024 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 2024 equated to 10.7% 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 nine 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 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.

110 BUNZL Annual Report 2024

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

At the start of the process, the Committee reviewed and approved the external auditors’

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 111

// BOARD SUSTAINABILITY COMMITTEE REPORT

BOARD

SUSTAINABILITY

COMMITTEE REPORT

Introduction from Peter Ventress

I am pleased to present the report of the Board

Sustainability Committee (the ‘BSC’) for the year

ended 31 December 2024. This report provides

an overview of the Committee’s responsibilities

and activities throughout the year and

demonstrates how our work supports the

delivery of Bunzl’s sustainability strategy.

Bunzl plays an important role as a leader in the

transition to a more sustainable and equitable

future, and performing this role effectively is

pivotal to the Company’s success. The Committee

supports the achievement of this by acting as

anoversight function for the Group Sustainability

Committee (‘GSC’) and providing strategic advice

to the Board on the objectives, targets and

priorities of the Group’s sustainability strategy.

This year, the Committee met three times and

discussed a range of matters, as further detailed

later in this report. Committee meetings are

attended regularly by Bunzl’s Head of

Sustainability and Director of Group HR, who

provide updates on the Company’s progress

against its sustainability strategy, insights into

itsEnvironmental, Social and Governance (‘ESG’)

initiatives, and training sessions on recent

sustainability-related trends and issues.

The expectations of Bunzl’s stakeholders lie at the

heart of our decision making and the Committee

worked hard to ensure that we continued to

address their priorities in 2024, including through

consideration of Bunzl’s 2024 double materiality

assessment (‘DMA’), the methodology and

approach for which is set out on page 204. This is

an important exercise, which enables

management to report effectively on the

Company’s material sustainability issues and

prioritise resources based on the ESG topics that

matter most to the business and its stakeholders.

The results of the DMA also shape the

Committee’s discussions to ensure that we

continue to address the sustainability priorities

ofthe Company’s stakeholders.

One topic that the DMA highlighted as being of

great importance to the Company and its

stakeholders is climate change, and I am pleased

to share that Bunzl is committed to ambitious

climate action and is working towards net zero

emissions by 2050 at the latest. During the year,

the Committee helped the Company to further

itsprogress in this area by considering the next

steps in relation to Bunzl’s net zero transition

plan, reviewing the status of Bunzl’s supplier

engagement programme and assessing

performance against the Group’s carbon

reduction targets. More information on the

Company’s carbon reduction plans can be found

on page 45.

The Committee recognises that accountability

andtransparency are key to building trust in the

Company’s sustainability efforts and endeavours

to report effectively against sustainability-related

targets. These disclosures and further

information regarding Bunzl’s approach to

sustainability can be found in the Sustainability

report on pages 38 to 60. The Committee is aware

that this is a growing area and will continue to

work with management to ensure that the

Company is well prepared for any incoming

reporting legislation as it relates to sustainability.

During the year, the Committee also reviewed the

Company’s progress in respect of diversity, equity

and inclusion on the Board and within the Group’s

businesses and submitted the Board and

Committee Diversity Policy (the ‘BCD Policy’) and

the Group Diversity, Equity and Inclusion policy

tothe Board for approval.

The Committee’s performance and effectiveness

are reviewed annually as part of the Board

performance review and I am pleased to share

that the results of the 2024 review were positive.

More information concerning the results of the

2024 performance review is set out on page 96.

On reflection, the Company has made great

progress this year despite an increasingly complex

operating and regulatory environment. The

Committee will continue to support Bunzl as it

delivers against its sustainability strategy over the

coming years.

Peter Ventress

Chairman and Chair of the BSC

3 March 2025

112 BUNZL Annual Report 2024

PETER VENTRESS

Chairman and Chair of the Board

Sustainability Committee

The expectations of Bunzl’s

stakeholders lie at the heart of our

decision making and the Committee

worked hard to ensure that we

continued to address their priorities

in 2024.”

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 113

Composition

During 2024, the BSC 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 Director of Group HR

and Head of Sustainability are also usually invited

to attend Committee meetings andother senior

executives are invited as required.

BSC 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 2024.

Meetings attended

Peter Ventress 3/3

Vanda Murray

1/1

Lloyd Pitchford

3/3

Stephan Nanninga

3/3

Vin Murria

3/3

Pam Kirby

3/3

Jacky Simmonds

3/3

Daniela Barone Soares

0/0

Julia Wilson

0/0

* Vanda Murray resigned as a director on 24 April 2024 and

attended all of the Committee meetings held between

1 January 2024 and that date.

** Daniela Barone Soares and Julia Wilson were appointed as

directors on 16 December 2024. There were no Committee

meetings held between that date and the end of the year.

Principal responsibilities of the

Committee in 2024

• 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, which were

reviewed and updated in 2024 are available on

the Company’s website, www.bunzl.com.

This report has been prepared in accordance with

the 2018 UK Corporate Governance Code (the

‘Code’). For financial years beginning on or after

1January 2025, the Committee will report against

the 2024 version of the Code, with reference to

the Committee’s new terms of reference, which

have been updated to align therewith.

Activities

• Considered the results of Bunzl’s 2024 DMA

and discussed the impact of those results on

reporting and data collection

• 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

• Discussed the Company’s performance

againstits ESG targets in 2024 and considered

the direction of travel for those targets for

2025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

• Recommended the Board and Committee

Diversity Policy and the Group Diversity, Equity

and Inclusion Policy to the Board for approval

• Recommended the 2024 Modern Slavery

Statement to the Board for approval

Q&A WITH GIJS

VOSKUILEN, HEAD

OFCORPORATE

RESPONSIBILITY

Q. What is your role in relation to

sustainability governance at Bunzl?

The GSC reports into the BSC and oversees

the work of three sub-committees: the Health

& Safety Committee (‘HSC’), the Environment

& Climate Change Committee (‘ECCC’) and the

Supply Chain Committee (‘SCC’).

As a member of the GSC and Chair of the

HSC and ECCC, I am responsible for liaising

with the business areas and operating

companies to understand their performance

against Bunzl’s health & safety and

environmental objectives, then reporting the

progress made and my findings to the GSC.

The GSC reviews these, and the key matters

are periodically shared with the BSC.

Q. What are some of the current areas

offocus of the GSC and its committees

and how much oversight does the BSC

have of this?

The GSC has been focusing on the tracking

and reduction of carbon emissions through

data collection, supplier engagement and the

implementation of various decarbonisation

and renewable energy initiatives. The BSC

considers the results of these activities at

every meeting to ensure that the progress

made against the Company’s net zero

transition plan remains aligned with the

Company’s sustainability strategy.

Another area of focus for the GSC in 2024

was the completion of the Company’s supply

chain risk assessment and supplier audits,

which was overseen by the SCC. Throughout

the year, the BSC received updates on the

progress of the risk assessment and supplier

audits and will review the results therefrom

in early 2025.

Q. How does the work of the BSC

contribute to the achievement of Bunzl’s

sustainability strategy?

The BSC updates the Board on the

Company’s progress in meeting the

objectives, targets and priorities set out in its

sustainability strategy. With sustainability

being so critical to the achievement of

Bunzl’s strategy, I think it’s important that

the Board is well-informed in this area.

The BSC also provides challenge to Bunzl’s

sustainability team to ensure that effective

initiatives are in place to facilitate the

achievement of the Company’s key targets.

This has been of great value to the GSC as it

challenges us to continue to develop fresh,

well-informed ideas to drive the Group’s

sustainability strategy forward.

Q&A

GIJS VOSKUILEN

HEAD OF CORPORATE RESPONSIBILITY

// BOARD SUSTAINABILITY COMMITTEE REPORT continued

114 BUNZL Annual Report 2024

The Company is pleased to announce that it meets the following diversity targets, at the

reference date of 31 December 2024:

I. at least 40% of the individuals on the Board of directors are women;

II. at least one of the following senior positions on the Board of directors is held by a woman:

A. the Chair;

B. the Chief Executive;

C. the Senior Independent Director; or

D. the Chief Financial Officer; and

III. at least one individual on the Board of directors is from a minority ethnic background.

There have been no changes to Board directorships that have affected attainment of the above

targets between 31 December 2024 and 3 March 2025.

As at the reference date of 31 December 2024, the composition of the Board and Executive

Management was as follows:

Gender (sex)

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

Men 5 50% 3 3 60%

Women 5 50% 1 2 40%

Not specified/prefer not to say

Ethnic background

White British or other White

(including minority-white groups) 8 80% 4 5 100%

Mixed/Multiple Ethnic Groups 1 10%

Asian/Asian British 1 10%

Black/African/Caribbean/

Black British

Other ethnic group

Not specified/prefer not to say

1. 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, including the Company Secretary.

The information in this table was collected on a confidential and voluntary self-reporting basis.

PERFORMANCE AGAINST TARGETS UNDER UKLR 6.6.6

The company meets the diversity objectives and targets set out in the BCD Policy and is fully compliant with UK Listing Rule (‘UKLR’) 6.6.6. A link to the BCD

Policy can be found on the Company’s website, www.bunzl.com, and the Company’s compliance with UKLR 6.6.6 is detailed below.

// DIRECTORS’ REMUNERATION REPORT

DIRECTORS’

REMUNERATION

REPORT

Introduction from Jacky Simmonds

I am delighted to present the Directors’

remuneration report for the year ended

31December 2024, my first as Chair of the

Remuneration Committee. After the approval of

our new Policy by shareholders in April 2024, the

year has focused on the application of the new

Policy in the context of continued strong business

performance despite some challenging market

conditions. In addition to the usual business of

setting pay and assessing performance, we have

also kept a very close eye on developments in the

executive pay landscape, both in the UK and the

broader global market in which Bunzl operates.

Context of remuneration

2024 has continued to provide a challenging

performance context for Bunzl. Our businesses

have had to navigate a variety of external factors,

including product cost deflation and pressure on

operating costs which, given our geographic and

market-sector diversification, have impacted our

operating companies to varying degrees.

Amidst these challenges Bunzl’s business

performance was very positive. The team

delivered strong growth in operating profit (at

constant exchange), with further expansion in

operating margin. Adjusted Earnings per Share

(‘eps’) grew by 5.5% at constant exchange, and

ongoing disciplined financial management

resulted in strong return on capital and cash

performance.

We were also able to make significant progress

with our strategic objectives. 13 acquisitions were

announced during the year, including our largest

ever platform investment, Nisbets, headquartered

in the UK. We continued our progress against our

sustainability goals, including the expansion of

our audit programme in high risk countries, the

engagement of our key suppliers on the

measurement of scope 3 carbon emissions, and

the increase in senior leadership roles occupied

by females, which now stands at25%.

In summary, the Group has delivered another

strong set of all-round business results, and this

has been reflected in the outturns for both the

annual bonus and the Restricted Share Awards

granted in March 2022.

Performance and reward for 2024

Annual bonus

Annual bonus payments were based on a

combination of key financial measures (70%)

comprising eps, return on average operating

capital (‘RAOC’) and operating cash flow, with 20%

based on personal objectives and 10% on

Environmental, Social and Governance (‘ESG’)

objectives. In setting our incentive targets, we had

regard to the performance potential of the

different parts of the business and of the whole

Group. The on-target performance level for the

financial elements of the bonus for 2024 was set

at, or close to, the budgeted level of performance.

The personal and ESG objectives selected are

closely aligned to the strategic priorities for the

business and are generally measurable. The

Committee conducted a detailed review of the

evidence to support the evaluation of these

non-financial objectives.

The Committee’s evaluation of the annual bonus

targets resulted in a payment of 98% of maximum

for both Frank van Zanten and Richard Howes. As

outlined above, this was a very positive all-round

performance from the business and the

leadership team and the Committee is reassured

that the variable pay awarded has been aligned

with this performance. On the financial elements,

no discretion was applied by the Committee to

adjust the bonus outcomes, as overall payments

reflected business performance. As described

above, the Committee used its judgement in the

assessment of the non-financial elements based

on the evidence provided. In line with the Policy,

50% of the annual bonuses will be delivered in

shares, subject to a three-year deferral period.

JACKY SIMMONDS

Chair of the Remuneration Committee

Another strong performance from

Bunzl was reflected in positive

remuneration outturns for 2024.

Weare monitoring the changing pay

landscape in the UK and globally

with interest.”

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 115

// DIRECTORS’ REMUNERATION REPORT continued

Long Term Incentives

The first Restricted Share Awards (‘RSAs’) were

granted in April 2021, following the approval of

the policy by shareholders, and vested in April

2024. In 2022, the grants of shares were made on

1 March, immediately after the publication of the

results for the year ended 31 December 2021.

These will vest on 4 March 2025, based on

satisfaction of a performance underpin as

measured over a three year period to

31December 2024. Having reviewed the wide

range of financial and non-financial metrics in the

underpin and having identified no material

underperformance, risk issues or regulatory

failures, I can confirm that the Committee has

determined that these awards should vest in full.

Specific factors considered in assessing “in the

round” performance for this award included:

• Financial health of the business (revenue,

profitability, cashflow, returns)

• Delivery of strategic priorities

• Stakeholder experience

• Progress towards ESG goals

More detail can be found on page 122.

Employee pay

The Committee always considers the broader

context of employee pay across the Group when

reviewing and implementing the policy for

directors. It closely monitors base pay increases,

bonus awards and other pay elements. In the

broader context, it is worth noting that over

10,000 employees across the Group will receive

abonus based on 2024 performance. In addition,

some of the increases in quantum proposed for

the executive directors in the 2024 policy have

also been applied to other members of the senior

leadership team. As required by the Regulations

we have again disclosed in this year’s Directors’

remuneration report the ratio between the Chief

Executive Officer’s remuneration and the median,

lower quartile and upper quartile of UK

employees.

Implementing the Policy for the

2025 financial year

Base salary

The base salaries for the executive directors,

Frank van Zanten and Richard Howes, have been

increased by 2%, effective from 1 January 2025.

Both these increases are in line with those

budgeted for the Bunzl plc head office and for the

UK leadership team. The average pay awards for

the Group leadership team ranged from 1.8% to

3.8% excluding currency adjustments.

Annual bonus

As stated in last year’s report, the Committee

elected to delay implementing the policy

maximum awards of 175% of salary for Richard

Howes and 200% for Frank van Zanten until 2025.

The on-target bonus opportunity for the 2025

financial year is therefore 100% of salary for Frank

van Zanten and 87.5% for Richard Howes.

The annual bonus performance measures

continue to be a balanced scorecard of key

financial metrics – adjusted eps, RAOC and

operating cash flow. In 2024, following

shareholder feedback, the Committee slightly

increased the weighting given to RAOC and the

weightings will remain unchanged for 2025. 20%

of the bonus opportunity will be dependent on

personal performance linked to certain specified

strategic non-financial goals and again, 10% of the

opportunity for both directors will be dependent

on the achievement of specific ESG objectives,

based on the four priority areas – the Transition

to Alternative Products, Climate Change, Ethical

Sourcing, and Equity, Inclusion & Diversity. The

objectives agreed for 2025 are a clear build on

those used for the 2024 targets and reflect the

long term nature of the roadmap.

50% of any bonus awarded will be deferred into

shares for a period of three years.

LTIP

The Committee expects to make grants of

Restricted Shares to the executive directors and

other participants as per the terms of the policy

approved in April 2024. For the CEO, these shares

will be equivalent to 175% of salary, and for the

CFO 125% of salary. These will vest in 2028,

subject to continued employment and the

assessment of performance against the underpin.

Shareholders will recall that as part of the policy

review in 2024, the Committee put into place a

more formal framework setting out clearly for

each award the key elements which will need to

be assessed for the award to vest. This is shown

in the table above. As with the previous policy,

theCommittee will review specific indicators to

help form a view of ‘in the round’ performance.

Inaddition, the Committee has the discretion

toscale back awards (including to zero) if it

concludes there is material underperformance

over the course of the vesting period. Vested

awards will be subject to a two-year

holdingperiod.

Priorities for 2025

As stated earlier, the Committee has continued

tomonitor external market trends and

developments in executive pay with interest.

Itisclear that the landscape has started to shift

interms of the changing constituents of the FTSE

100 and the different types of pay arrangements

being adopted both in the UK and globally. At

Bunzl, our overarching objective is to ensure that

our plans incentivise the right behaviour and

performance from our directors asthe leaders of

a large, complex and global organisation.

Specifically, we recognise that 56% of our revenue

comes from North America, and that in the United

States, pay structures are different with

significantly higher variable pay opportunities.

With this in mind, we will continue to monitor

developments closely to ensure that our current

arrangements remain appropriate, given the

growth ambitions of the business and the tenure

and experience of the directors. Specifically,

during my first full year as Chair I will conduct a

review of our current arrangements and will again

take the opportunity to receive the input of

shareholders into our thinking.

Factors 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

116 BUNZL Annual Report 2024

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 2024, 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 2024, 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 2024

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 2024 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

Vanda Murray

1 February 2015

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

* Vanda Murray stepped down as a director at the AGM in April

2024.

Meetings

eligible to

attend

Meetings

attended

Jacky Simmonds 4 4/4

Vanda Murray

1 1/1

Lloyd Pitchford 4

4/4

Stephan Nanninga 4

4/4

Vin Murria 4

4/4

Pam Kirby 4

4/4

Daniela Barone Soares 0

Julia Wilson 0

* Vanda Murray stepped down as a director at the AGM in April

2024.

Compliance statement

This report has been prepared on behalf of and

has been approved by the Board. It complies with

Schedule 8 of the Large and Medium-sized

Companies and Groups (Accounts and Reports)

Regulations 2008 (as amended) (the

‘Regulations’), the Code and the Financial Conduct

Authority’s Listing Rules and takes into account

the accompanying Directors’ Remuneration

Reporting Guidance and the relevant policies of

shareholder representative bodies.

In accordance with the Regulations, at the 2025

AGM the Company will be asking shareholders

toput forward an advisory vote on the

Directors’remuneration report as set out on

pages 115 to128.

Conclusions

This has been another strong year of

performance and despite some headwinds in our

markets we have continued to capitalise on

growth opportunities in all our major sectors and

geographies. The Committee’s focus remains on

incentivising the leaders appropriately around

stretching performance targets and the growth

ofthe business but also ensuring that they

remaindriven by long term value creation

forshareholders.

Once again, I would like to thank shareholders for

all their support for the work of the Committee

and for the Bunzl management team. It has been

very much appreciated.

In the following pages you will find details of:

• the ‘at a glance’ guide to executive directors’

remuneration for 2024;

• the annual report on directors’ remuneration

for 2024, including our approach to the

application of the remuneration policy in 2025

and:

• the remuneration policy in place for 2025, as

approved by shareholders on 24 April 2024.

The policy can also be viewed in the corporate

governance section of the Company’s website,

www.bunzl.com.

I hope that you will find this report to be clear and

helpful in understanding our remuneration policy

and practices.

Jacky Simmonds

Chair of the Remuneration Committee

3 March 2025

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 117

// DIRECTORS’ REMUNERATION REPORT continued// DIRECTORS’ REMUNERATION REPORT continued

2. ALIGNMENT OF PERFORMANCE AND REMUNERATION 2024

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 and

operating profit

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

Richard Howes

20%

ESG goals

Frank van Zanten

Richard Howes

10%

Total bonus opportunity/result

Frank van Zanten

Richard Howes

100%

Restricted Shares

To motivate and reward performance linked to long term success

RSA

100%

Total opportunity Result

4. HIGHLIGHTS OF WIDER WORKFORCE REMUNERATION IN 2024

529

leaders across the

Group receive

share awards as

part of their

remuneration

c.13,600

people benefit

from the

opportunity to

take part in

employee

sharesave plans

c.12,700

people have an

element of

performance

related pay in their

remuneration with

79% receiving a

bonus

Chief Executive Officer

Frank van Zanten (£000)

Salary + beneﬁts + pension

Bonus

LTIP

RSA

Salary + beneﬁts + pension Bonus LTIP RSA

2023 2024 Max

1,337.0

1,825.5

1,582.4

1,314.1

1,609.9

1,490.0

1,900.2

1,337.0

1,862.8

1,582.4

696.0

930.5

781.7

997.0

723.9

1,055.3

830.2

723.9

1,076.8

830.2

Salary + beneﬁts + pension

Bonus

LTIP

RSA

Salary + beneﬁts + pension Bonus LTIP RSA

2023 2024 Max

1,337.0

1,825.5

1,582.4

1,314.1

1,609.9

1,490.0

1,900.2

1,337.0

1,862.8

1,582.4

696.0

930.5

781.7

997.0

723.9

1,055.3

830.2

723.9

1,076.8

830.2

Salary + beneﬁts + pension

Bonus

LTIP

RSA

Salary + beneﬁts + pension Bonus LTIP RSA

2023 2024 Max

1,337.0

1,825.5

1,582.4

1,314.1

1,609.9

1,490.0

1,900.2

1,337.0

1,862.8

1,582.4

696.0

930.5

781.7

997.0

723.9

1,055.3

830.2

723.9

1,076.8

830.2

Chief Financial Officer

Richard Howes (£000)

1. ELEMENTS OF

REMUNERATION FOR OUR

EXECUTIVE DIRECTORS

Salary

Pension and

other benefits

Bonus:

Cash

Bonus options

vest after no

less than

three years

Restricted

Share Awards

(‘RSAs’)

vest after

three years

Short term

Fixed

Long term

+ + + + =

Total

remuneration

Variable

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

2024 REMUNERATION AT A GLANCE

118 BUNZL Annual Report 2024

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 2024.

Single total figure of remuneration 2024 (audited information)

Executive directors

Salary

£000

Taxable benefits

£000

Pension

£000

Bonus

£000

Performance shares

£000

RSA

£000

Total

£000

Sub-total

of fixed pay

£000

Sub-total of

variable pay

£000

2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2024

Frank van Zanten 1,034.9 995.0 250.4 269.3 51.7 49.8 1,825.5 1,609.9 – 1,900.2 1,582.4 1,490.0 4,744.9 6,314.2 1,337.0 3,407.9

Richard Howes 673.0 647.0 17.2 16.6 33.7 32.4 1,055.3 930.5 – 997.0 830.2 781.7 2,609.4 3,405.2 723.9 1,885.5

Total 1,707.9 1,642.0 267.6 285.9 85.4 82.2 2,880.8 2,540.4 – 2,897.2 2,412.6 2,271.7 7,354.3 9,719.4 2,060.9 5,293.4

Notes

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 2023 deferred bonus were granted in 2024 as shown in the table on page 123 and the awards of options relating to the 2024 bonus will be granted in 2025.

b) The annual bonus for 2024 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

objectives (10% of the bonus). No discretionary adjustment was applied.

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

allowance and family medical costs.

d) The 2023 long term incentives figures comprise two types of award; the performance shares, which comprise the value of the LTIP B awards granted under the 2020 policy in April and October 2020 which included performance periods ending in 2023 and the first grant of

RSA awards granted under the 2021 policy in April 2021, which vested in April 2024. This means that the total remuneration shown for both directors was artificially high for that year. The share price used to calculate the value of the vesting RSA awards has been updated to

reflect the mid-market share price on 22 April 2024 (3,050p), the first working day after the vesting date of 21 April 2024. In last year’s report, an estimated vesting price was used based on the three-month average share price to 31 December 2023. RSA awards granted in

April 2021 to Richard Howes have been updated to include dividend equivalent shares accrued to the vest date of 21 April 2024.

e) The portion of total long term incentive figures that are attributable to share price growth are £1,083,077 for Frank van Zanten and £568,221 for Richard Howes in 2023 and £407,906 for Frank van Zanten and £213,985 for Richard Howes in 2024. The 2024 RSA figure is based

on the 2022 Restricted Share Awards which will vest at 100% on 4 March 2025. The value is estimated based on the average share price of 3,480p between 1 October 2024 and 31 December 2024.

f) The pension contributions for executive directors were delivered as monthly cash payments in lieu of pension.

Non-executive directors

Board fees

£000

Committee Chair/

SID fees

£000

Taxable payments/

expenses

£000

Total

£000

2024 2023 2024 2023 2024 2023 2024 2023

Peter Ventress – Chairman 419.0 386.0 – – 0.3 – 419.3 386.0

Vanda Murray 26.0 78.5 14.3 43.0 0.4 4.1 40.7 125.6

Lloyd Pitchford 81.5 78.5 23.0 22.0 0.9 0.8 105.4 101.3

Stephan Nanninga 81.5 78.5 – – 6.4 7.8 87.9 86.3

Vin Murria 81.5 78.5 – – 3.0 0.6 84.5 79.1

Pam Kirby 81.5 78.5 14.9 – 0.2 – 96.6 78.5

Jacky Simmonds 81.5 65.4 15.8 – 2.0 1.6 99.3 67.0

Daniela Barone Soares 3.8 – – – – – 3.8 –

Julia Wilson 3.8 – – – – – 3.8 –

Total 860.1 843.9 68.0 65.0 13.2 14.9 941.3 923.8

Notes

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.

b) Vanda Murray stepped down from the Board on 24 April 2024.

c) Daniela Barone Soares and Julia Wilson were appointed to the Board on 16 December 2024.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 119

// 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.

Executive directors’ annual salary (audited information)

As disclosed last year, executive directors’ salaries were reviewed with effect from 1 January 2024 in

accordance with normal policy and were increased taking into account the average salary increases for

employees across the Group.

Salary from

1 January

2024

Salary from

1 January

2023

Increase in

salary

2023 to 2024

Frank van Zanten £1,034,850 £995,050 4.0%

Richard Howes £673,000 £647,000 4.0%

Executive directors’ salaries were also reviewed with effect from 1 January 2025 and the increases

awarded are shown on page 127.

Executive directors’ external appointments

During 2024, 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 €137,500 from Ahold Delhaize N.V. and Richard Howes retained fees of £99,188 from

Smiths Group plc.

Non-executive directors’ fees (audited information)

The Chairman and non-executive directors’ fees were reviewed with effect from 1 January 2024 in

accordance with the normal fees policy.

With

effect from

1 January 2024

Fees

paid in

2023

Increase in

fees

2023 to 2024

Chairman’s fee £419,000 £386,000 8.5%

Non-executive director fee £81,500 £78,500 3.8%

Supplements:

Senior Independent Director £21,800 £21,000 3.8%

Audit Committee Chair £23,000 £22,000 4.5%

Remuneration Committee Chair £23,000 £22,000 4.5%

The Chairman’s and non-executive directors’ fees were reviewed with effect from 1 January 2025 and

the increases awarded are shown on page 128.

Performance against annual bonus targets (audited information)

The bonus measures for 2024 were Group adjusted eps, RAOC, operating cash flow, personal

performance on strategic objectives and specific objectives related to ESG matters.

As the Committee decided to defer the implementation of the new policy maximum opportunities until

2025, the maximum bonus achievable was 180% of salary for Frank van Zanten and 160% for Richard

Howes. The results for 2024 reflect a strong all round business performance (despite some market

challenges), including a record year for acquisitions.

Group performance (70%)

Weighting Scorecard performance metric Threshold Target Stretch

Actual outturn

calculated at

constant

exchange rates

% of

maximum

bonus

30% eps (p) 178.4 187.8 197.2 198.3 100%

% of target 95% 100% 105% 106%

% salary – Frank van Zanten 13.5% 27.0% 54.0% 54.0%

% salary – Richard Howes 12.0% 24.0% 48.0% 48.0%

15% RAOC % 38.80% 40.80% 42.80% 43.1% 100%

% of target 95% 100% 105% 106%

% salary – Frank van Zanten 6.8% 13.5% 27.0% 27.0%

% salary – Richard Howes 6.0% 12.0% 24.0% 24.0%

25% Operating cash flow (£m) 787.7 829.2 870.7 892.6 100%

% of target 95% 100% 105% 108%

% salary – Frank van Zanten 11.3% 22.5% 45.0% 45.0%

% salary – Richard Howes 10.0% 20.0% 40.0% 40.0%

TOTAL 100%

Notes

a) The adjusted eps outturn for 2024 (194.3p) calculated at the exchange rates used in setting the 2024 target is 198.3p.

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.

120 BUNZL Annual Report 2024

Non-financial strategic goals (30%)

Following a review of performance against specific personal objectives for 2024, 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

• Continue to drive digital progress across

the Group, measured by an increase in

the % of sales orders and supplier

invoices transacted digitally via websites,

EDI or other electronic means. Ensure

that the leadership team builds its

knowledge and understanding of the

potential of Generative AI for Distribution

companies.

• Digital statistics have improved and now stand at 75% for sales

orders (72% last year) and 61% for supplier invoices (60% last

year). A Group project was undertaken to identify the greatest

opportunities for the deployment of AI and projects have

commenced in Continental Europe and North America to

develop AI tools that can be scaled up. Opportunities have also

been explored for the deployment of AI in Sustainability and

HR.

• As outlined in the 2030 vision, accelerate

the progress of own brand sales as a

driver of margin improvement and profit

performance. Measure the progress of

own brand as an improved % of sales

versus 2023.

• Own brand as % of sales has increased significantly over 2024

from c.25% to c.28% of total revenue and this continues to be a

focus going forward. The Distribution business in BNA has

specifically focused on own brand development as a source of

profitable growth.

• Manage the leadership transition in the

UK & Ireland (including the divisional

Managing Director changes) ensuring that

business performance is not negatively

impacted by the period of transition. In

addition, manage a robust onboarding

process of the non-executive director to

be appointed to the Board during 2024,

when Vanda Murray steps down.

• The transition in the UK has gone smoothly with a

development plan and positive feedback from his leadership

team. Significant time has been spent by the leadership team

onboarding the two new directors to maximise the

effectiveness of the Board in 2025.

% of base salary awarded 34.2%

% of maximum 95%

Richard Howes – Chief Financial Officer

Non-financial objectives (20% of bonus) Evaluation

• Deliver the 2024 milestones for both the

Internal Controls Essentials and the

Information Security programmes across

the Group, ensuring that progress is

effectively monitored and reported to the

Board.

• The Internal Controls Essential programme has made

considerable progress in the year with the completion of all

Risk and Control Matrices and the majority of the testing

programme. Implementation of an enhanced self-assessment

process with active tracking of remediation. The Information

Security programme has also made good progress with all

internal audits completed and resulting action plans and

remediation activities identified. Clear KPIs have been

monitored and tracked. A simulated cyber-attack workshop

was completed and Audit Committee training sessions were

also held.

• Optimise the cash management within

the Group through increased levels of

“cash sweeping” from operating company

accounts to minimise interest costs and

establish more live visibility of liquidity

positions around the world.

• The cash sweeping project has been very successful with idle

cash (cash not returned to our Group cash pooling

arrangement or not on deposit earning interest) reduced and

significant savings achieved. Substantial progress has been

made in engaging with the local teams to ensure this is

minimised in 2025.

• Coordinate specific business

improvement projects such as the

formalisation of acquisition integration

processes and the process of monitoring

and improving business performance of

underperforming businesses. Focus on

the sharing and adoption of best practice

across the Finance community and

ensure that the 2024 Finance Conference

successfully accelerates progress on this

and the other Group initiatives.

• Acquisition integration process is established and agreed with

regional teams and a KPI dashboard is in place. Moved towards

quarterly supplier reporting during 2024 and quarterly

business reporting has provided heightened awareness and

visibility of the plans to improve performance in certain

businesses. The key theme of the 2024 Finance Conference

(judged to be a very successful event) was the sharing of best

practice in the context of the 2030 vision (e.g. driving

efficiencies, supporting organic growth, use of AI).

% of base salary awarded 30.4%

% of maximum 95%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 121

ESG objectives – shared objectives

(10% of bonus) Evaluation

• Continue the expansion of the auditing

programme in high risk countries

• 89% of high risk spend audited as of 31 October 2024

basedon2023 full year spend. Clear audit plan in place

for2025 to ensure that the achievement is maintained

basedon 2025 data.

• Engage suppliers on the reduction of our

scope 3 emissions

• Launched questionnaire with the identified 750 suppliers at

the end ofJuly 2024. Based on a total of 5,291,921 tonnes of

carbon inscope, it has been calculated that 33.4% of suppliers

byemissions have targets accredited by the SBTi (30.7%)

oranother third party (2.7%).

• Increase the penetration of sustainable

alternative products with a focus on

growing own brands

• ‘Alternative’ packaging sales as a % of total packaging was

higher than 2023 (at c.57%) with a 1.2ppt increase in North

America. There was a c.30% increase in sustainable alternative

own brand product SKUs (e.g. “Ecosystems”, “Verive”) vs 2023

and a c.45% increase in revenue from these brands in 2024

vs2023.

• Drive improvements to the diversity of

the leadership team and the creation of a

more inclusive culture

• Reverse Mentoring scheme launched in June 2024 and judged

to have been beneficial for the participants. In the Great Place

to Work survey the average scores for the statement, “people

here are treated fairly regardless of their age; gender; race and

sexual orientation” was 87.5% (average of 4 statements, all

statements were above 80%). There were some slight

differences between male and female scores which are

beingexplored.

• As at September 2024, 25% of the senior leadership group

(those who receive LTIPs or RSAs) are female.

% of base salary awarded Frank van Zanten – 16.2% Richard Howes – 14.4%

% of maximum 90% 90%

When assessing performance and outcomes the Committee was mindful of the Company’s broader

achievements and stakeholder experience. The outcomes are considered appropriate in light of a year

of continued strong business performance. Accordingly, the total payments under the annual bonus

plans were:

Total bonus payment (cash and deferred shares) as a % of salary

2024

2023

2022

2021

2020

Frank van Zanten 176.4 161.8 176.4 176.4 180.0

Richard Howes 156.8 143.8 156.8 155.2 160.0

The monetary values of the bonus payments for 2024 and 2023 are included in the table on page 119.

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 both

executive directors represents 98% of the maximum bonus.

Restricted Share Awards with underpin assessment period ending in 2024

(audited information)

LTIP – 2022 Restricted Share Awards

The second grant of Restricted Share Awards were made under the 2021 Policy on 1 March 2022. These

awards vest after three years subject to the achievement of an underpin (assessed for the year ended

31 December 2024) 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. Reflecting the strong financial and non-financial performance of the Group over

the three year period, the Committee determined that the underpin has been achieved and therefore

no scale back is required. The following points were considered by the Committee in arriving at this

assessment:

• Strong financial performance across the 3-year period with adjusted operating profit increasing by

11.1%, 6.2% and 7.2% respectively. Return on average operating capital at 43.0%, 46.1% and 43.2% in

2022, 2023 and 2024.

• Strong progress in the digitisation of customer and supplier transactions with 75% of sales orders

and 61% of supplier invoices now digital. AI projects have started in Continental Europe and North

America following identification of the greatest opportunities for application.

• Own brand as a percentage of sales has increased from c25% to c 28% of total revenue from 2023 to

2024. The focus on sustainable solutions continues with ranges including Sustain; Revive; Ecosystems

and Verive.

• 46 new businesses acquired over the three year period with 2024 a record year including the largest

ever acquisition (Nisbets) and the first acquisition in Finland.

• 18% reduction in absolute emissions since 2019 and the net zero emissions programme approved by

SBTi. 90% of our (2023) spend in high risk regions is from assessed and compliant suppliers.

• Great Place to Work survey introduced as the key measure of employee engagement and in 2024 81%

of employees took part in the global survey with an Overall Perception score of 73% and a Trust

Index score of 71%.

• An increased focus on risks and controls with the introduction of a robust Internal Controls Essentials

programme.

Date of

grant

Number of

shares granted

Underpin

achieved

Number of

awards vesting

(incl. dividend

equivalents)

Estimated

value of award

vesting

Frank van Zanten 1 March 2022 42,693 Yes 45,471 £1,582,391

Richard Howes 1 March 2022 22,398 Yes 23,855 £830,154

Notes

a) The Restricted Share Awards were granted under the LTIP Part B on 1 March 2022 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 (2,751p).

b) The estimated vesting value is based on the three-month average of the closing mid-market share price to 31 December 2024

(3,480p). The value will be updated in next year’s report to reflect the actual closing mid-market share price on the vesting date.

Vested awards are subject to a further two-year holding period.

c) The 2021 Restricted Share Awards vested on 21 April 2024. In last year’s report, the vesting values were estimated based on the

three-month average share price to 31 December 2023. The vesting values have been restated in the single figure table using the

closing mid-market share price on 22 April 2024 (3,050p), which was the first dealing following the vesting date.

// DIRECTORS’ REMUNERATION REPORT continued

122 BUNZL Annual Report 2024

Total pension entitlements (audited information)

Value of cash allowance

in 2024

Total pension

2024

Frank van Zanten £51,742 £51,742

Richard Howes £33,650 £33,650

Share Awards granted in 2024

Restricted Shares

In 2024 two grants of RSAs were made. An initial award was made on 1 March 2024 in accordance with

the policy as approved at the 2021 AGM. A further award was made on 1 May 2024 in accordance with

the updated Policy as approved at the 2024 AGM to reflect the additional maximum award potential.

LTIP interests awarded during the financial year (audited information)

Award Type

Date of

grant

Basis of

RSA award

Face value

£000

Number of

Performance

period end date

Frank van

Zanten

Nil-Cost Options 1 March 2024 125% of salary £1,293.5 40,398 31 December 2026

Nil-Cost Options 1 May 2024 50% of salary £517.4 17,110 31 December 2026

Richard

Howes

Nil-Cost Options 1 March 2024 100% of salary £673.0 21,018 31 December 2026

Nil-Cost Options 1 May 2024 25% of salary £168.2 5,563 31 December 2026

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 awards were granted under the 2014 LTIP Part B on 1 March 2024 at a value of 3,202p per share and under the 2024 LTIP

Part B on 1 May 2024 at a value of 3,024p 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

2027 as follows:

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

Vested awards are subject to a two-year holding period.

DASBS awarded during the financial year (audited information)

Award Type Date of grant

Basis of share

award

Face value

£000

Number of

shares Vesting date

Frank van

Zanten

Nil-Cost

Options

1 March 2024 50% of 2023

Bonus

£804.9 25,529 1 March 2027

Richard

Howes

Nil-Cost

Options

1 March 2024 50% of 2023

Bonus

£465.2 14,755 1 March 2027

Notes

a) The number of awards is calculated using the closing mid-market share price on the day preceding the grant date (3,153p).

b) Deferred bonus awards vest after three years subject to continued service only.

Shareholder dilution

In accordance with The Investment Association’s Principles of Remuneration (as published on

9November 2022) 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. On 9 October 2024, the Investment Association

published its revised Principles of Remuneration (the ‘Revised Principles’) and it is the Company’s

intention to apply the Revised Principles to its future remuneration arrangements and reporting.

As well as the LTIP, the Company operates various all employee share schemes as described on

page132. Newly issued shares are currently used to satisfy the exercise of options under the 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.

Limit on awards

Cumulative options and awards granted as

a percentage of issued share capital as at

31 December 2024

10% in any rolling 10 year period (all plans) 1.0%

5% in any rolling 10 year period (executive (discretionary) plans) 0.2%

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 123

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 2024

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 130 and 131.

Awards

(shares) held

at 1 January

2024

awarded

during

2024

vested

during

2024

Total number

of awards

(shares) at

31 December

2024

Normal

vesting

date

price at

grant

Market

price at

vesting

Monetary

value of

vested

awards

£000

Frank van Zanten 36,667 39,062 – 01.03.24 2,178 3,104 1,212

27,124 27,124 01.03.25 2,969

27,959 27,959 01.03.26 2,964

25,529 25,529 01.03.27 3,153

Total 91,750 25,529 39,062 80,612

Richard Howes 21,375 22,771 – 01.03.24 2,178 3,104 707

15,651 15,651 01.03.25 2,969

16,298 16,298 01.03.26 2,964

14,755 14,755 01.03.27 3,153

Total 53,324 14,755 22,771 46,704

Notes

a) The deferred element of the 2024 annual bonus plan as shown on page 119 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 2024 include dividend equivalents accrued over the vesting period.

c) The DASBS awarded during 2024 relate to 50% of the bonus for 2023 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

the DASBS awards on the grant date 1 March 2024 was £804,929 for Frank van Zanten and £465,225 for Richard Howes.

d) Frank van Zanten exercised 39,062 DASBS granted in 2021 (including related dividend equivalent shares) on 1 March 2024 with a

total value of £1,217,769.

e) Richard Howes exercised 22,771 DASBS granted in 2021 (including related dividend equivalent shares) on 1 March 2024 with a total

value of £707,007.

LTIP

The tables below show the number of executive share options and restricted share awards (‘RSAs’) held

by the executive directors under the LTIP during 2024 with shaded details indicating options that have

vested.

Executive share options – LTIP Part A

Options held at

1 January

2024

Grant

date

Exercise

price

Options

exercisable

between

Vested options

held at

31 December

2024

Frank van Zanten 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

Total 272,464 272,464

Notes

a) The mid-market price of a share on 31 December 2024 was 3,296p and the range during 2024 was 2,898p to 3,714p.

b) Executive share options are structured as market value options.

c) Richard Howes holds no executive share options.

Restricted Share Awards – LTIP Part B

Awards

(shares)

held at

1 January

2024

awarded

during

2024

Award

date

Market

price per

share at

award

Lapsed

awards

(shares)

during

2024

Exercised

awards

(shares)

during

2024

Market

price per

share at

exercise

Value at

exercise

£000

Awards

(shares)

held at

31 December

2024

Frank van

Zanten 45,859 – 21.04.21 2,489 – 48,854 3,062 1,496 –

42,693 – 01.03.22 2,751 – – – – 42,693

41,682 – 01.03.23 2,984 – – – – 41,682

40,398 01.03.24 3,202 – – – – 40,398

17,110 01.05.24 3,024 – – – – 17,110

Total 130,234 57,508 – 48,854 141,883

Richard

Howes 24,060 – 21.04.21 2,489 – – – – 26,205

22,398 – 01.03.22 2,751 – – – – 22,398

21,682 – 01.03.23 2,984 – – – – 21,682

21,018 01.03.24 3,202 – – – – 21,018

5,563 01.05.24 3,024 – – – – 5,563

Total 68,140 26,581 – – 96,866

Notes

a) Restricted Share Awards for executive directors are structured as nil-cost options.

b) Frank van Zanten exercised 48,854 RSAs granted in 2021 (including related dividend equivalent shares) on 25 April 2024 with a total

value of £1,495,849. The net of these awards remain subject to a 2-year post vest holding period.

c) RSAs granted in April 2021 to Richard Howes include dividend equivalent shares accrued to 31 December 2024.

// DIRECTORS’ REMUNERATION REPORT continued

124 BUNZL Annual Report 2024

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 132.

Sharesave Schemes

Options at

1 January

2024

Grant

date

Exercise

price

Options

exercisable

between

Options at

31 December

2024

Frank van Zanten 504 31.03.21 1,781 01.05.24–31.10.24 –

368 03.04.23 2,343 01.05.26–31.10.26 368

– 03.04.24 2,453 01.05.27–31.10.27 389

Total 872 757

Richard Howes 1,010 31.03.21 1,781 01.05.24–31.10.24 –

– 03.04.24 2,453 01.05.27–31.10.27 756

Total 1,010 756

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 2024 were:

Shares (LTIP B RSA)

Options (LTIP Part A and

Sharesave)

Total

interests

held

Owned

outright

Unvested

(DASBS)

Vested but not

exercised

(LTIP Part B RSA)

Unvested and

subject to an

underpin

(LTIP Part B RSA)

Unvested

subject to

continued

employment

Vested

but not

exercised

Frank van Zanten 269,899 80,612 – 141,883 757 272,464 765,615

Richard Howes 89,384 46,704 26,205 70,661 756 – 233,710

Peter Ventress 2,608 – – – – 2,608

Vin Murria – – – – – –

Lloyd Pitchford 4,000 – – – – 4,000

Stephan Nanninga 10,000 – – – – 10,000

Pam Kirby 1,800 – – – – 1,800

Jacky Simmonds 1,445 – – – – 1,445

Daniela Barone Soares 519 – – – – 519

Julia Wilson 1,302 – – – – 1,302

Notes

a) No changes to the directors’ ordinary share interests shown in this remuneration report have taken place between 31 December

2024 and 3 March 2025, that were notifiable under article 19 of the Market Abuse Regulation.

b) RSAs are structured as nil-cost options.

Performance against shareholding guidelines

As at 31 December 2024, each of the executive directors and their connected persons have a

shareholding as follows:

Requirement for share ownership as a

percentage of salary (31 December 2024)

Share ownership as a percentage of salary

at 31 December 2024 at the closing mid-

market price (3,296p)

Frank van Zanten 350% 1,138%

Richard Howes 250% 627%

Note

Shares contributing to the qualifying share ownership as a percentage of salary include (i) owned shares; (ii) deferred shares under

DASBS awards (net of tax); (iii) award shares under vested but unexercised LTIP Part A award by reference to exercise gain potential (net

of tax); (iv) award shares under vested but unexercised awards including LTIP Part B awards (net of tax); (v) award shares relating to

dividend equivalent entitlements determined for vested but unexercised awards (net of tax) and (vi) shares held jointly with or by the

executive’s spouse, civil partner or children.

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 2024 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.

100

150

200

250

Source: Datastream (a LSEG product)

Bunzl

FTSE 350 Support Services

Value (£) (rebased)

2023 2024202220212020201920182017201620152014

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 125

// 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 2024 and the previous

nine years.

2015

2016

FvZ 2017 2018 2019 2020 2021 2022 2023 2024

Single total figure of

remuneration £000 3,937.9 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 4,744.9

Annual bonus payment as a

percentage of maximum 64% 0% 67% 73% 70% 60% 100% 98% 98% 90% 98%

Long term incentive

vesting as a percentage

ofmaximum

LTIP Part A (options) 100% 100% 0% 100% 100% 100% 100% 96% 100% – –

LTIP Part B (performance shares) 69% 82% 0% 69% 54% 63% 45% 81% 60% 88% –

LTIP Part B (Restricted Share Awards) – – – – – – – – – 100% 100%

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) All years prior to 2016 relate to the former CEO Michael Roney.

d) The total remuneration figure for 2023 includes both the 2020 LTIP B awards and the 2021 Restricted Share Award due to reporting requirements.

Percentage change in each director’s remuneration

The table below sets out the annual changes from the prior year, for the years 2020 through to 2024, in the salary, benefits, and bonus values of all directors and employees of the legal entity which employs the

Chief Executive Officer, Bunzl plc. Where it is not possible to compare employees from Bunzl plc between years due to employees joining or leaving the Company or moving role, these employees have been

removed from the data to prevent distortion.

Salary/Fees Benefits Bonus

2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024

Chief Executive Officer – Frank van Zanten 3.0% 2.9% 2.9% 5.9% 4.0% (42.0%) (14.1%) 57.2% 15.0% (7.0)% 73.0% 0.8% 2.9% (2.9%) 13.4%

Chief Financial Officer – Richard Howes 3.0% 2.9% 2.9% 5.0% 4.0% n/a 1.2% 2.5% (0.6%) 3.6% n/a (0.2%) 4.0% (3.7%) 13.4%

Chairman – Peter Ventress 3.1% 0.0% 4.9% 0.0% 8.5% n/a 100.0% (100.0%) 0.0% 100.0% n/a n/a n/a n/a n/a

Non-executive director – Vanda Murray 0.9% 2.2% 3.4% 4.7% n/a (100.0%) 100.0% 104.0% 69.4% (90.6)% 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% (100.0%) 0.0% 0.0% 100.0% 7.2% 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% (64.0%) (100.0%) 100.0% (0.9%) (18.3)% 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% n/a 0.0% 100.0% (2.0%) 410.6% 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% n/a n/a n/a 0.0% 100.0% 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% n/a n/a n/a n/a 23.4% 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 n/a n/a n/a n/a 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 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Average of employees in Bunzl plc 3.2% 3.1% 4.7% 6.7% 8.5% (3.3%) 5.8% 3.8% 3.1% 6.1% 162.0% (15.9%) (23.2%) (17.1%) 22.9%

Notes

a) Benefits are annualised.

b) Bunzl plc employees exclude any increases due to a change of role that occurred during either year.

c) Benefits for the non-executive directors are costs incurred for travel and accommodation in order to attend Board meetings in London.

126 BUNZL Annual Report 2024

Chief Executive Officer pay ratio

The table below sets out the comparisons between the 25th, median, and 75th percentile employees in

the UK, with reference to 31 December 2024, and the Chief Executive Officer’s salary and total

remuneration as detailed in the single figure table. To calculate these ratios, the Company has used

Option A and determined full time equivalent total remuneration as this is the most statistically robust

method. This includes scaling up salary for part time employees. Each employee’s pay and benefits are

calculated using each element of employee remuneration consistent with the Chief Executive Officer

and no element of pay has been omitted.

CEO

single figure Year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

Salary £1,034,850 2024 Option A 40:1 35:1 26:1

Total remuneration £4,744,860 2024 Option A 175:1 152:1 104:1

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 2023 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 2024 on page 119. The 2023 salary ratio has not been restated because there was no difference to report.

Salary

Total

remuneration

Chief Executive Officer £1,034,850 £4,744,850

25th percentile employee £26,105 £27,156

Median employee £29,553 £31,243

75th percentile employee £40,200 £45,621

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. The median salary

ratio remains broadly consistent as the Chief Executive Officer’s salary increase was in line with the

wider UK workforce.

Relative importance of spend on pay

The table below shows a comparison between the overall expenditure on pay and dividends paid

toshareholders as well as adjusted earnings per share for 2023 and 2024 for the Group (as stated

inNote26, Note 22 and Note 3 to the consolidated financial statements on pages 179, 175 and 151,

respectively).

£m 2024 2023

Percentage

change

Overall expenditure on pay 1,103.5 1,039.5 6.2%

Dividends paid in the year 228.6 209.7 9.0%

Adjusted earnings per share (p) 194.3 191.1 1.7%

Notes

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 2025

Salary

The salary increases for the executive directors for 2025, 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

1 January 2025

Salary from

1 January 2024

Increase in salary

2024 to 2025

Frank van Zanten £1,055,547 £1,034,850 2.0%

Richard Howes £686,460 £673,000 2.0%

Bonus

The structure for Frank van Zanten’s and Richard Howes’ annual bonus for 2025 is a balanced

scorecard of performance measures, based on adjusted eps, RAOC, operating cash flow and specified

strategic goals. The weighting of these measures remains 70% financial measures and 30% non-

financial measures (20% strategic goals and 10% ESG goals).

Weightings

EPS 30%

ROAC 15%

Operating cash flow 25%

Individual strategic objectives 20%

ESG/Sustainability 10%

100%

Following the approval of the 2024 policy, the maximum annual bonus quantum will increase to 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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 127

Underpin and pricing basis for long term incentives to be awarded in 2025

The 2025 RSA will vest subject to the achievement of an underpin as set out in the table below.

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. In 2025 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 2025, the 60-day average share price preceding the grant date will be used.

Chairman’s and non-executive directors’ fees for 2025

The Chairman and the non-executive directors’ fees are reviewed annually with the most recent reviews

for both taking effect from 1 January 2025. The current fee structure for the Chairman and the

non-executive directors is shown below:

With effect from

1 January 2025

Fees paid

in 2024

Increase in fees

2024 to 2025

Chairman’s fee £427,500 £419,000 2.0%

Non-executive director fee £83,000 £81,500 1.8%

Supplements:

Senior Independent Director £21,800 £21,800 –

Audit Committee Chair £24,000 £23,000 4.3%

Remuneration Committee Chair £24,000 £23,000 4.3%

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 2024.

The fees payable to each adviser, based on hourly rates, were: £19,800 (WTW) and £93,467 (FIT),

respectively for such work undertaken in 2024. 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 2024 AGM for the remuneration report

The remuneration report and remuneration policy received the following shareholder votes at the 2024

AGM held on 24 April 2024:

Votes cast Votes for

% of shares

voted for

Votes

against

% of shares

voted

against

Votes

withheld

Remuneration report (2024) 291,750,318 277,729,411 95.19% 14,020,907 4.81% 33,998

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

3 March 2025

// DIRECTORS’ REMUNERATION REPORT continued

128 BUNZL Annual Report 2024

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 130. 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.

DIRECTORS’ REMUNERATION

POLICY

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 129

// 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

130 BUNZL Annual Report 2024

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 13 1

// 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

132 BUNZL Annual Report 2024

Fees policy for Chairman and non-executive directors (the ‘NEDs’)

The following table summarises the fees policy for the Chairman and the NEDs.

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 2025 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

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.

NOTES TO THE POLICY TABLE

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 133

// 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

2025 AGM

Peter Ventress 1 June 2019 24 April 2024 5 years 10 months

Lloyd Pitchford 1 March 2017 24 April 2024 8 years 1 month

Stephan Nanninga 1 May 2017 24 April 2024 7 years 11 months

Vin Murria 1 June 2020 24 April 2024 4 years 10 months

Pam Kirby 1 August 2022 24 April 2024 2 years 8 months

Jacky Simmonds 1 March 2023 24 April 2024 2 years 1 month

Daniela Barone Soares 16 December 2024 4 months

Julia Wilson 16 December 2024 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.

134 BUNZL Annual Report 2024

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

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.

Component

of pay

Voluntary resignation or

termination for cause

Departure as a ‘good leaver’ or in other specific

circumstances including on agreed terms

Restricted

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.

Options

under

Sharesave

As per HMRC regulations 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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 135

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

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 27 people)

aregranted restricted share awards. Approximately 500 senior managers 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 employee’s 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 2025, in line with the remuneration policy, is illustrated in the bar charts below.

31%

24%

21%

34%

44%

1% 40% 35%

1% 25% 43%

96%

Stretch performance

(Total £ 5,317,068 )

Target performance

(Total £ 4,261,521 )

Stretch + 50% share price

increase (Total £ 6,240,672 )

Frank van Zanten

Below threshold performance

(Total £ 1,358,768 )

32%

25%

22% 1% 37% 40%

1% 43% 31%

2% 27%

39%

95%

Stretch performance

(Total £ 2,797,314 )

Target performance

(Total £ 2,196,662 )

Stretch + 50% share price

increase (Total £ 3,226,352 )

Richard Howe s

Below threshold performance

(Total £ 737,934 )

Salary and beneﬁts Pension Bonus (Cash/DASBS) RSA

Notes

a) Salary represents annual salary for 2025. Benefits such as a car allowance and private medical insurance have been included based

on 2024 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 2025 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

assumption that zero will vest.

e) Target performance comprises annual bonus awarded at target level (i.e. for 2025 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 2025 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

3 March 2025

// DIRECTORS’ REMUNERATION REPORT continued

136 BUNZL Annual Report 2024

// OTHER STATUTORY INFORMATION

Annual General Meeting

The Notice convening the Company’s Annual

General Meeting (‘AGM’), to be held at 5

Broadgate, London EC2M 2QS on Wednesday 23

April 2025 at 11.00 am, is set out in a separate

letter from the Chairman to shareholders.

Dividends

An interim dividend of 20.1p per share was paid

on 3 January 2025 in respect of 2024 and the

directors are recommending a final dividend of

53.8p per share, making a total for the year of

73.9p per share (2023: 68.3p). Dividend details

are given in Note 22 to the consolidated financial

statements. Subject to shareholder approval at

the 2025 AGM, the final dividend will be paid on 2

July 2025 to those shareholders on the register at

the close of business on 23 May 2025.

Share capital

The Company has a single class of share capital

which is divided into ordinary shares of 32

¹⁄⁷

p each

which rank pari passu in respect of participation

and voting rights. The shares are in registered

form, are fully paid up and are quoted on the

London Stock Exchange. In addition, the Company

operates a Level 1 American Depositary Receipt

programme with J.P. Morgan Chase Bank, N.A.

under which the Company’s shares are traded on

the over-the-counter market in the form of

American Depositary Receipts.

Details of changes to the issued share capital

during the year are set out in Note 21 to the

consolidated financial statements.

Bunzl Group General Employee

Benefit Trust

The trustee of the Bunzl Group General Employee

Benefit Trust (the ‘EBT’) holds shares in respect of

employee share options and awards that have not

been exercised or vested. The EBT abstains from

voting in respect of these shares. The trustee has

agreed to waive the right to dividend payments

on shares held within the EBT. Details of the

shares so held are set out in Note 21 to the

consolidated financial statements.

Rights and obligations attaching

toshares

Subject to the provisions of the Companies Act

2006 and without prejudice to any rights attached

to any existing shares, the Company may resolve

by ordinary resolution to issue shares with such

rights and restrictions as set out in such

resolution or (if there is no such resolution or so

far as it does not make specific provision) as the

Board may decide. Subject to the provisions of

the Companies Act 2006 and of any resolution

of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

attached to any class may be varied or abrogated

by special resolution passed at a separate general

meeting of such holders. Subject to the rights

attached to any existing shares, rights attached to

shares will be deemed to be varied by the

reduction of capital paid up on the shares and by

the allotment of further shares ranking in priority

in respect of dividend or capital or which confer

on the holders more favourable voting rights than

the first-mentioned shares, but will not otherwise

be deemed to be varied by the creation or issue

of further shares.

Power to issue and allot shares

The directors are generally and unconditionally

authorised under the authorities granted at the

2024 AGM to allot shares in the Company up to

approximately one third of the Company’s issued

share capital or two thirds in respect of a rights

issue. The directors were also given the power to

allot ordinary shares for cash up to a limit

representing approximately 10% of the

Company’s issued share capital as at 8 March

2024, without regard to the pre-emption

provisions of the Companies Act 2006 (however,

more than 5% can only be used in connection

with an acquisition or specified capital

investment). No such shares were issued or

allotted under these authorities in 2024, nor is

there any current intention to do so, other than

tosatisfy share options under the Company’s

share option schemes and, if necessary, to satisfy

the consideration payable for businesses to be

acquired.

These authorities are valid until the conclusion

ofthe forthcoming AGM and the directors again

propose to seek equivalent authorities at such

AGM.

Restrictions on transfer of shares

Dealings in the Company’s ordinary shares by

itsdirectors, persons discharging managerial

responsibilities, certain employees of the

Company and, in each case, any persons closely

associated with them, are subject to the

Company’s Share Dealing Code.

Certain restrictions, which are customary for a

listed company, apply to transfers of shares in the

Company. The Board may refuse to register an

instrument of transfer of any share which is not

afully paid share and of a certificated share at its

discretion unless it is:

• lodged, duly stamped or duly certified, at the

offices of the Company’s registrar or such other

place as the Board may specify and is

accompanied by the certificate for the shares to

which it relates and such other evidence as the

Board may reasonably require to show the right

of the transferor to make the transfer;

• in respect of only one class of share; and

• in favour of not more than four transferees.

Registration of a transfer of an uncertificated

share may be refused in the circumstances set

out in the uncertificated securities rules, and

where, in the case of a transfer to joint holders,

the number of joint holders to whom the

uncertificated share is to be transferred

exceedsfour.

In addition, no instrument of transfer for

certificated shares shall be registered if the

transferor has been served with a restriction

notice as defined in the Company’s Articles of

Association (the ‘Articles’) after failure to provide

the Company with information concerning

certaininterests in the Company’s shares

required to be provided under the Companies

Act2006, unless the transfer is shown to the

Board to be pursuant to an arm’s length 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.

Restrictions on voting rights

A member shall not be entitled to vote, unless the

Board otherwise decides, at any general meeting

or class meeting in respect of any shares held by

them if any call or other sums payable remain

unpaid. Currently, all issued shares are fully paid.

In addition, no member shall be entitled to vote

ifthey have been served with a restriction notice

after failing to provide the Company with

information concerning certain interests in the

Company’s shares required to be provided under

the Companies Act 2006. Votes may be exercised

in person or by proxy. The Articles currently

provide a deadline for submission of proxy forms

of 48 hours before the relevant meeting, 24 hours

before a poll is taken if such poll is taken more

than 48 hours after it was demanded or during

the meeting at which the poll was demanded if

the poll is not taken straight away but is taken not

more than 48 hours after it was demanded.

Purchase of own shares

At the AGM on 24 April 2024 (the ‘2024 AGM’),

shareholders gave the Company authority to

purchase up to a maximum amount equivalent to

approximately 10% of its issued share capital. The

Company will seek to renew this authority at the

forthcoming 2025 AGM, in line with the

recommendations of the Pre-Emption Group and

within the limits set out in the notice of the 2025

AGM.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 137

// OTHER STATUTORY INFORMATION continued

The Company commenced a share buyback

programme on 27 August 2024 (the ‘2024

Programme’). A total of 7,223,430 ordinary shares

(2023: nil), with an aggregate nominal value of

£2,321,816.79 were purchased under the 2024

Programme in the financial year ended 31

December 2024, being 2.14% of the shares in

issue at the time the authority was granted. The

volume weighted average price paid per share

was £34.61, with a total consideration (excluding

all costs) of £250 million. As at 31 December 2024,

26,578,782 ordinary shares remained under the

authority granted at the 2024 AGM.

As announced on 17 December 2024, the

Company will execute an additional £200 million

of buybacks during 2025 (the ‘2025 Programme’).

The first tranche of the 2025 Programme, to

purchase ordinary shares up to a maximum

consideration of £50 million, commenced on

2January 2025 and completed on 25 February

2025. A total of 1,485,587 ordinary shares, with

anaggregate nominal value of £477,510.11 were

purchased under the first tranche of the 2025

Programme, being 0.45% of the shares in issue

atthe time the authority was granted at the 2024

AGM. The volume weighted average price paid per

share was £33.66, with a total consideration paid

(excluding all costs) of £50 million.

As at 3 March 2025, 25,093,195 ordinary shares

remain under the authority granted at the

2024AGM.

The purpose of the 2024 and 2025 Programmes

isto reduce the issued share capital of the

Company and all ordinary shares purchased so

far thereunder have been cancelled. No shares

were held in treasury during the year, or during

the period from year end up to (and including)

3March 2025.

Directors

Directors may be elected by ordinary resolution

at a duly convened general meeting or appointed

by the Board. Under the Articles, the minimum

number of directors shall be two and the

maximum shall be 15. In accordance with the

Articles, at every AGM all the directors at the date

of the notice convening the AGM shall retire from

office and may offer themselves for appointment

or re-appointment bythe members. The Board

may also appoint a person willing to act as a

director during the year either to fill a vacancy or

as an additional director but so that the total

number of directors shall notat any time exceed

15. However, such appointee shall only hold office

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

remove a director from office before the

expiration of his or her period of office under

theArticles.

The office of a director shall also be vacated

pursuant to the Articles if the director:

• resigns by giving notice in writing sent to or

received at the office or at an address specified

by the Company for the purposes of

communication by electronic means or

tendered at a meeting of the Board and that

resignation becomes effective, or is asked to

resign by all of the other directors who are not

less than three in number; or

• is or has been suffering from mental or physical

ill health and the Board resolves that his or her

office be vacated; or

• is absent without permission from Board

meetings for six consecutive months and the

Board resolves that his or her office be

vacated;or

• becomes bankrupt or compounds with his

orher creditors generally; or

• is prohibited by law from being a director; or

• ceases to be a director by virtue of any

provision of the Companies Act 2006 or is

removed from office pursuant to the Articles.

Biographical details of all the current directors are

set out on pages 86 to 87. Each of the directors

will retire and offer themselves for re-

appointment at the forthcoming AGM.

Directors’ interests in the Company’s ordinary

shares are shown in Note 24 to the consolidated

financial statements. None of the directors were

materially interested in any contract of

significance with the Company or any of its

subsidiary undertakings during or at the end of

2024. Information relating to the directors’ service

agreements, their remuneration for the year and

details of the directors’ share options under the

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 115 to 136.

Powers of the directors

Subject to the Articles, the Companies Act 2006

and any directions given by the Company by

special resolution, the business of the Company

ismanaged by the Board who may exercise all

powers of the Company. The Board may, by power

of attorney or otherwise, appoint any person or

persons to be the agent or agents of the Company

for such purposes and on such conditions as the

Board determines.

Directors’ indemnities

Indemnities were in force throughout 2024 and

remain in force as at the date of this report under

which the Company has agreed to indemnify the

directors and the Company Secretary, in addition

to other senior executives who are directors of

subsidiaries of the Company, to the extent

permitted by law and the Articles in respect of

alllosses arising out of, or in connection with, the

execution of their powers, duties and

responsibilities as a director or officer of the

Company or any of its subsidiaries.

Amendment of articles

Any amendments to the Articles may be made in

accordance with the provisions of the Companies

Act 2006 by way of a special resolution of the

Company’s shareholders at a general meeting.

Environmental and social

responsibility

The directors recognise that the Company is part

of a wider community and that it has a

responsibility to act in a way that respects the

environment and social and community issues.

Further information relating to the Company’s

approach to these matters is set out in the

Sustainability report on pages 38 to 60.

Greenhouse gas emissions

Information relating to greenhouse gas emissions

has been set out in the ESG appendix on

pages204 to 212.

Employment policies

The employment policies of the Group have been

developed to meet the needs of its different

business areas and the locations in which they

operate worldwide, embodying the principles

ofequal opportunity. The Group has standards

ofbusiness conduct with which it expects all its

employees to comply. Bunzl encourages the

involvement of its employees in the performance

of the business in which they are employed and

aims to achieve a sense of shared commitment.

Inaddition to a regular magazine, which provides

a variety of information on activities and

developments within the Group and incorporates

half year and annual financial reports,

announcements are periodically circulated to

givedetails of corporate and employee matters,

together with a number of subsidiary or business

area publications dealing with activities in specific

parts of the Group.

It is the Group’s policy that applicants with a

disability should be considered for employment

and career development on the basis of their

aptitudes and abilities. Employees who develop a

disability during their working life will be retained

in employment wherever possible and given help

with rehabilitation and training.

Further information relating to the Group’s

employees can be found in the Our people

section on pages 31 to 35.

138 BUNZL Annual Report 2024

Significant agreements

The Company’s wholly owned subsidiary,

BunzlFinance plc, has a number of bilateral loan

facilities with a range of different counterparties,

all of which are guaranteed by the Company, are

in substantially the same form and are repayable

at the option of the lender in the event of a

change of control of the Company. Similar change

of control provisions in relation to the Company

are included in the US dollar, sterling and euro

USprivate placement notes and the senior

unsecured bonds (which are listed on the Main

Market and International Securities Market of

theLondon Stock Exchange), all of which have

been entered into by Bunzl Finance plc and the

Company and are also guaranteed by the

Company.

Political donations

During 2024, no contributions were made for

political purposes.

Use of financial instruments

Information on the use of financial instruments

can be found in the Financial review on pages 76

to 82 and in the Notes to the financial statements

on pages 145 to 181.

Disclosures required under UK

Listing Rule 6.6

For additional information, which is required to be

disclosed pursuant to UK Listing Rule 6.6, and

which is incorporated by reference into this

Directors’ report, see the below table:

Information Page

Allotment for cash of equity securities 173

Conflicts of interest 93

Directors of the Company 85

Directors’ interests in shares 125

Details of dividend waiver(s) 173

Details of long term incentive schemes 131

Statement of capitalised interest n/a

External auditors

Each of the directors in office at the date of

approval of this report confirms that:

• so far as the director is aware, there is no

relevant audit information of which the Group

and the Company’s auditors are unaware; and

• the director has taken all steps that he or she

ought to have taken as a director in order to

make the director aware of any relevant audit

information and to establish that the Group

and the Company’s auditors are aware of

thatinformation.

This confirmation is given and should be

interpreted in accordance with the provisions of

section 418 of the Companies Act 2006.

Resolutions are to be proposed at the

forthcoming AGM for the re-appointment of

PricewaterhouseCoopers LLP as auditors of the

Company, at a rate of remuneration to be

determined by the directors.

Future developments within the

Group

An indication of likely future developments in the

Group’s business can be found in the Strategic

report on pages 2 to 83.

Strategic report and Directors’

report

Pages 2 to 83 inclusive consist of the Strategic

report and pages 84 to 139 inclusive consist of

the Directors’ report. These reports have been

drawn up and presented in accordance with, and

in reliance upon, applicable English company law

and any liability of the directors in connection

with these reports shall be subject to the

limitations and restrictions provided by such law.

Substantial shareholdings

As at 31 December 2024, the Company had been notified of the following significant interests in

the issued share capital of the Company, in accordance with Rule 5 of the Financial Conduct

Authority’s Disclosure Guidance and Transparency Rules.

Shareholder

Date of

notification

Number of

% of issued

share capital

Schroders plc 06.11. 24 16,695,791 4.99%

The Capital Group Companies, Inc. 11.12.24 16,940,386 5.08%

Norges Bank 22.05.24 10,065,895 2.98%

On 19 February 2025, the Company received a further notification that The Capital Group

Companies, Inc. had reduced its shareholding to 16,031,548 shares (4.86% of the Company’s

issued share capital). No other notifications have been received between 31 December 2024 and

3 March 2025.

The Company has chosen, in accordance with

section 414C(11) of the Companies Act 2006, to

include certain matters in its Strategic report that

would otherwise be required to be disclosed in

this Directors’ report. These matters are referred

to above and are explained in more detail in the

Strategic report on pages 2 to 83.

Under the Companies Act 2006, a safe harbour

limits the liability of directors in respect of

statements in and omissions from a strategic

report and a directors’ report. Under English law,

the directors would be liable to the Company, but

not to any third party, if the Strategic report or the

Directors’ report contain errors as a result of

recklessness or knowing misstatement or

dishonest concealment of a material fact but

would not otherwise be liable.

The Strategic report and the Directors’ report

were approved by the Board on 3 March 2025.

By order of the Board

Suzanne Jefferies

Secretary

3 March 2025

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 139

		2024	2023
	Notes	£m	£m
Revenue	4	11,776.4	11,797.1
Operating profit	4	799.3	789.1
Finance income	6	72.6	60.4
Finance expense	6	(178.0)	(150.9)
Disposal of businesses	10	(20.3)	–
Profit before income tax		673.6	698.6
Income tax	7	(172.6)	(172.4)
Profit for the year		501.0	526.2
Profit is attributable to:
Company's equity holders		500.4	526.2
Non-controlling interests		0.6	–
Profit for the year		501.0	526.2
Earnings per share attributable to the Company’s equity holders
Basic	8	149.6p	157.1p
Diluted	8	148.7p	156.0p
Alternative performance measures †
Operating profit	4	799.3	789.1
Adjusted for:
Amortisation excluding software	4	148.3	135.6
Acquisition related items through operating profit	4	31.7	19.5
Non-recurring pension scheme credit	4	(3.2)	–
Adjusted operating profit		976.1	944.2
Finance income	6	72.6	60.4
Adjusted finance expense	6	(175.8)	(150.9)
Adjusted profit before income tax		872.9	853.7
Tax on adjusted profit	7	(222.4)	(213.4)
Adjusted profit for the year		650.5	640.3
Adjusted profit is attributable to:
Company's equity holders		649.9	640.3
Non-controlling interests		0.6	–
Adjusted profit for the year		650.5	640.3
Adjusted earnings per share attributable to the Company’s
equity holders	8	194.3p	191.1p

† See Note 3 on page 151 for further details of the alternative performance measures.

The Accounting policies and other Notes on pages 145 to 181 form part of these consolidated

financialstatements.

// CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2024

		2024	2023
	Notes	£m	£m
Profit for the year		501.0	526.2
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Actuarial (loss)/gain on defined benefit pension schemes	25	(35.1)	2.9
Tax on items that will not be reclassified to profit or loss *	7	8.2	(0.1)
Total items that will not be reclassified to profit or loss		(26.9)	2.8
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations		(193.3)	(126.9)
Reclassification from translation reserve to income statement on disposal
of foreign operations	10	18.7	–
Gain/(loss) recognised in cash flow hedge reserve *		6.3	(2.3)
Gain taken to equity as a result of effective net investment hedges		20.3	31.4
Tax on items that may be reclassified to profit or loss *	7	(1.7)	0.1
Total items that may be reclassified subsequently to profit or loss		(149.7)	(97.7)
Other comprehensive expense for the year		(176.6)	(94.9)
Total comprehensive income		324.4	431.3
Total comprehensive income is attributable to:
Company's equity holders		323.8	431.3
Non-controlling interests		0.6	–
Total comprehensive income		324.4	431.3

* The Group has restated comparatives for the year to 31 December 2023 in the Consolidated statement of comprehensive income to

recognise fair value movements on cash flow hedges, and the related deferred tax balances, that were previously classified as 'Items

that will not subsequently be reclassified to profit or loss', within 'Items that may subsequently be reclassified to profit or loss'. This is

to reflect the fact that, while considered unlikely, there are some potential future scenarios that may lead to these items being

reclassified to profit or loss. This restatement is a presentational change. There is no impact from this change on the Group's Other

comprehensive expense for the year or Total comprehensive income for the year. There is no impact from this change on the Group's

net assets or shareholders' equity, nor any impact on the Consolidated income statement, Consolidated statement of changes in

equity or the Consolidated cash flow statement.

// CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2024

140 BUNZL Annual Report 2024

// CONSOLIDATED BALANCE SHEET

at 31 December 2024

		2024	2023
	Notes	£m	£m
Assets
Property, plant and equipment	11	213.3	159.4
Right-of-use assets	12	697.6	616.3
Intangible assets	13	3,683.8	3,242.1
Defined benefit pension assets	25	35.8	69.0
Derivative financial assets		–	0.1
Deferred tax assets	20	14.1	14.2
Total non-current assets		4,644.6	4,101.1
Inventories	15	1,760.9	1,621.1
Trade and other receivables	16	1,634.1	1,578.5
Income tax receivable		13.0	8.7
Derivative financial assets		28.0	11.7
Cash and cash equivalents	28	1,432.9	1,426.1
Assets classified as held for sale		15.7	–
Total current assets		4,884.6	4,646.1
Total assets		9,529.2	8,747.2

		2024	2023
	Notes	£m	£m
Equity
Share capital	21	106.4	108.6
Share premium		212.1	205.2
Translation reserve		(324.6)	(170.2)
Other reserves		24.3	16.7
Retained earnings		2,769.2	2,806.0
Total equity attributable to the Company’s equity holders		2,787.4	2,966.3
Non-controlling interests		3.3	–
Total equity		2,790.7	2,966.3
Liabilities
Interest bearing loans and borrowings	28	1,361.7	1,417.1
Defined benefit pension liabilities	25	16.0	19.6
Other payables	17	255.4	176.1
Income tax payable		–	0.5
Provisions	19	49.7	75.8
Lease liabilities	27	573.7	512.4
Derivative financial liabilities		82.8	78.7
Deferred tax liabilities	20	263.3	190.1
Total non-current liabilities		2,602.6	2,470.3
Bank overdrafts	28	987.9	874.2
Interest bearing loans and borrowings	28	619.2	130.0
Trade and other payables	17	2,206.1	2,071.6
Income tax payable		63.7	47.0
Provisions	19	57.1	10.0
Lease liabilities	27	180.4	152.1
Derivative financial liabilities		15.8	25.7
Liabilities relating to assets classified as held for sale		5.7	–
Total current liabilities		4,135.9	3,310.6
Total liabilities		6,738.5	5,780.9
Total equity and liabilities		9,529.2	8,747.2

The financial statements on pages 140 to 181 were approved by the Board of Directors of Bunzl plc

(Company registration number 358948) on 3 March 2025 and signed on its behalf by Frank van Zanten,

Chief Executive Officer and Richard Howes, Chief Financial Officer.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 141

// CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2024

						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
	£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			(193.3)						(193.3)	–	(193.3)
Reclassification from translation reserve to income statement on disposal
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			(154.4)			4.7		473.5	323.8	0.6	324.4
2023 interim dividend								(61.0)	(61.0)	–	(61.0)
2023 final dividend								(167.6)	(167.6)	–	(167.6)
Movement from cash flow hedge reserve to inventory (net of tax)						0.6			0.6	–	0.6
Hyperinflation accounting adjustments 1								17.1	17.1	–	17.1
Non-controlling interest acquired									–	2.7	2.7
Issue of share capital	0.1	6.9							7.0	–	7.0
Own shares purchased for cancellation (Note 21)								(301.2)	(301.2)	–	(301.2)
Own shares cancelled (Note 21)	(2.3)				2.3				–	–	–
Employee trust shares							(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	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

142 BUNZL Annual Report 2024

// CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2024 continued

						Other reserves		Retained earnings	Total attributable
	Share	Share	Translation		Capital	Cash flow	Own		to the Company’s	Non-controlling	Total
	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 2023	108.5	199.4	(74.2)	2.5	16.1	(0.9)	(63.4)	2,532.9	2,720.9	–	2,720.9
Profit for the year								526.2	526.2	–	526.2
Actuarial gain on defined benefit pension schemes								2.9	2.9	–	2.9
Foreign currency translation differences on foreign operations			(126.9)						(126.9)	–	(126.9)
Gain taken to equity as a result of effective net investment hedges			31.4						31.4	–	31.4
Loss recognised in cash flow hedge reserve						(2.3)			(2.3)	–	(2.3)
Income tax (charge)/credit on other comprehensive expense			(0.5)			0.6		(0.1)	–	–	–
Total comprehensive income			(96.0)			(1.7)		529.0	431.3	–	431.3
2022 interim dividend								(57.9)	(57.9)	–	(57.9)
2022 final dividend								(151.8)	(151.8)	–	(151.8)
Movement from cash flow hedge reserve to inventory (net of tax)						0.7			0.7	–	0.7
Hyperinflation accounting adjustments 1								21.6	21.6	–	21.6
Issue of share capital	0.1	5.8							5.9	–	5.9
Employee trust shares							(25.2)		(25.2)	–	(25.2)
Movement on own share reserves							17.7	(17.7)	–	–	–
Share based payments (net of tax)								20.8	20.8	–	20.8
At 31 December 2023	108.6	205.2	(170.2)	2.5	16.1	(1.9)	(70.9)	2,876.9	2,966.3	–	2,966.3

1. IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ remains applicable for the Group’s businesses with a functional currency of the Turkish lira and was applicable for the Group’s business with a functional currency of the Argentinian peso up to the date of disposal

(Note 10). The results of the Group’s businesses in Turkey and Argentina have been adjusted for the effects of inflation in accordance with IAS 29. See Note 1 for further details.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 143

// CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2024

		2024	2023
	Notes	£m	£m
Cash flow from operating activities
Profit before income tax		673.6	698.6
Adjusted for:
net finance expense	6	105.4	90.5
amortisation excluding software	13	148.3	135.6
acquisition related items through operating profit	4	31.7	19.5
non-recurring pension scheme credit	25	(3.2)	–
disposal of businesses	10	20.3	–
Adjusted operating profit		976.1	944.2
Adjustments:
depreciation and software amortisation	30	235.8	207.2
other non-cash items	30	18.6	6.5
working capital movement	30	(97.1)	(28.4)
Cash generated from operations before acquisition related items		1,133.4	1,129.5
Cash outflow from acquisition related items	9	(42.0)	(36.9)
Income tax paid		(180.5)	(188.6)
Cash inflow from operating activities		910.9	904.0
Cash flow from investing activities
Interest received		61.4	54.4
Purchase of property, plant and equipment and software	11,13	(54.4)	(58.3)
Sale of property, plant and equipment and software		17.2	2.1
Purchase of businesses net of cash acquired	9	(636.2)	(337.7)
Disposal of businesses net of cash disposed	10	2.9	–
Cash outflow from investing activities		(609.1)	(339.5)
Cash flow from financing activities
Interest paid excluding interest on lease liabilities		(126.6)	(107.6)
Dividends paid	22	(228.6)	(209.7)
Increase in borrowings		561.7	–
Repayment of borrowings		(132.9)	(159.5)
Receipts on settlement of foreign exchange contracts		24.2	21.6
Payment of lease liabilities – principal	27	(178.2)	(159.4)
Payment of lease liabilities – interest	27	(38.5)	(28.6)
Proceeds from issue of ordinary shares to settle share options		7.0	5.9
Proceeds from exercise of market purchase share options		53.7	46.8
Purchase of own shares	21	(247.9)	–
Purchase of employee trust shares		(75.0)	(76.4)
Cash outflow from financing activities		(381.1)	(666.9)
Decrease in cash, cash equivalents and overdrafts		(79.3)	(102.4)

		2024	2023
	Notes	£m	£m
Cash, cash equivalents and overdrafts at start of year		551.9	678.1
Decrease in cash, cash equivalents and overdrafts		(79.3)	(102.4)
Currency translation		(27.6)	(23.8)
Cash, cash equivalents and overdrafts at end of year	28	445.0	551.9
Alternative performance measures †
Cash generated from operations before acquisition related items		1,133.4	1,129.5
Purchase of property, plant and equipment and software		(54.4)	(58.3)
Sale of property, plant and equipment and software		17.2	2.1
Payment of lease liabilities	27	(216.7)	(188.0)
Operating cash flow		879.5	885.3
Adjusted operating profit		976.1	944.2
Add back depreciation of right-of-use assets	12	186.1	166.1
Deduct payment of lease liabilities	27	(216.7)	(188.0)
Lease adjusted operating profit		945.5	922.3
Cash conversion (operating cash flow as a percentage of lease adjusted
operating profit)		93%	96%
Operating cash flow		879.5	885.3
Net interest paid excluding interest on lease liabilities		(65.2)	(53.2)
Income tax paid		(180.5)	(188.6)
Free cash flow		633.8	643.5

† See Note 3 on page 151 for further details of the alternative performance measures.

144 BUNZL Annual Report 2024

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 2024 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 2026 starting with a base case projection derived from

the Group’s 2025 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 90% (cash conversion in

2024 was 93% and in 2023 was 96%).

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 2026 the Group would

need to experience a reduction in EBITDA of over 55% 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 2024

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, and the results of its Argentinian

operation restated to the measuring unit current for the period up until disposal (Note 10), 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 and the

Argentine Federation of Professional Councils of Economic Sciences. The movement in the publicly

available official price index for the year ended 31 December 2024 was an increase of 44% (2023:

increase of 65%) in Turkey and an increase of 37% for the period up until disposal (2023: increase

of 210%) in Argentina.

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 2024, this resulted in an increase in goodwill of £7.5m

(2023: £8.4m) and a net increase in other intangibles of £0.2m (2023: £0.4m). The impacts on other

non-monetary assets and liabilities were immaterial. The impact to retained earnings during the year

was a gain of £17.1m (2023: gain of £21.6m). The total impact to the Consolidated income statement

during the year was a charge of £9.8m (2023: £11.0m) to profit after tax from hyperinflation accounting

adjustments, comprising a £9.9m adverse impact (2023: £9.5m adverse impact) on adjusted profit

before tax, increased customer relationships amortisation of £nil (2023: £0.2m) and a decreased tax

charge of £0.1m (2023: £1.3m increased 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 2025 and

beyond to have a material impact on its consolidated results or financial position.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 145

// 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 195 to 200 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.

146 BUNZL Annual Report 2024

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 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 on 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.

2 Accounting policies continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 147

// NOTES continued

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.

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.

(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’).

2 Accounting policies continued

148 BUNZL Annual Report 2024

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.

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.

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.

(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.

2 Accounting policies continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 149

// NOTES continued

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 the overall amounts recognised

in the financial statements.

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 2024, 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 2024 was

£19.8m (2023: £49.4m).

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 2024, the Group carried a

liability for deferred consideration of £258.2m (2023: £175.6m).

2 Accounting policies continued

150 BUNZL Annual Report 2024

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 if there is any indication of impairment 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 2024 the goodwill balance was £2,286.1m (2023: £2,008.9m), the amount of customer and

supplier relationships intangible assets was £1,235.8m (2023: £1,150.8m), the amount of brands

intangible assets was £116.4m (2023: £41.1m) and the amount of technology intangible assets was

£5.3m (2023: £7.5m).

Trade receivables and inventory provisions

As at 31 December 2024, the Group carried trade receivables provisions of £39.6m (2023: £34.5m) and

provisions for slow moving, obsolete or defective inventories and market price movements of £143.5m

(2023: £154.2m).

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 £63.7m (2023: £47.5m) 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 before amortisation excluding software, acquisition related items through
operating profit	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
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 generated from operations before acquisition related items after deducting purchases
cash flow	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)

2 Accounting policies continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 151

// NOTES 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	The ratio of adjusted operating profit to the average of the month end operating capital
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	The ratio of adjusted operating profit to the average of the month end invested capital (being
invested capital	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	Net debt excluding the carrying value of lease liabilities (reconciled in Note 28)
lease liabilities
Covenant net debt	Net debt excluding lease liabilities calculated at average exchange rates divided by EBITDA
to 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	Net debt including lease liabilities and total deferred and contingent consideration (as
including lease	reconciled in the Financial review)
liabilities
Adjusted net debt	Adjusted net debt calculated at average exchange rates divided by EBITDA adjusted for
to EBITDA	contractually agreed earnings targets
Adjusted net	Adjusted net debt including lease liabilities calculated at average exchange rates divided by
debt including	adjusted operating profit, before depreciation of property, plant and equipment and right
lease liabilities to	of use assets and software amortisation and after adjustments to exclude share option
EBITDA	charges and to annualise for the effect of acquisitions and disposal of businesses adjusted for
	contractually agreed earnings targets
Constant	Growth rates at constant exchange rates are calculated by retranslating the results for prior
exchange rates	years at the average rates for the year ended 31 December 2024 so that they can be compared
	without the distorting impact of changes caused by foreign exchange translation. The principal
	exchange rates used for 2024 and 2023 can be found in the Financial review on page 77

3 Alternative performance measures continued

The definitions of ‘Organic revenue growth’, ‘Adjusted finance expense’, ‘Covenant net debt to EBITDA’,

‘Adjusted net debt’, ‘Adjusted net debt including lease liabilities’, ‘Adjusted net debt to EBITDA’ and

‘Adjusted net debt including lease liabilities to EBITDA’ have been added to the list of alternative

performance measures in the year. All other alternative performance measures have been calculated

consistently with the methods applied in the consolidated financial statements for the year ended

31 December 2023. The amendments to the list of alternative performance measures, and an

assessment of the relevance of the existing alternative performance measures, were agreed with

the Audit Committee.

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 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. In the year ended 31 December 2023 there were no non-

recurring pension scheme charges. Disposal of businesses 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 and 37, 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.

152 BUNZL Annual Report 2024

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 2024

					Adjusting items
	Alternative
	performance	Amortisation	Acquisition	Non-recuring pension	Disposal of	Statutory
	measures	excluding software	related items	scheme credit	businesses	measures
	£m	£m	£m	£m	£m	£m
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						Basic earnings per share attributable to the
to the Company’s equity holders	194.3p	(31.5)p	(7.8)p	0.7p	(6.1)p	149.6p	Company’s equity holders

Year ended 31 December 2023

					Adjusting items
	Alternative
	performance	Amortisation excluding	Acquisition	Non-recuring pension	Disposal of	Statutory
	measures	software	related items	scheme credit	businesses	measures
	£m	£m	£m	£m	£m	£m
Adjusted operating profit	944.2	(135.6)	(19.5)	–		789.1	Operating profit
Finance income	60.4					60.4	Finance income
Adjusted finance expense	(150.9)		–			(150.9) Finance expense
Adjusted profit before income tax	853.7	(135.6)	(19.5)	–	–	698.6	Profit before income tax
Tax on adjusted profit	(213.4)	36.7	4.3	–	–	(172.4) Income tax
Adjusted profit for the year	640.3	(98.9)	(15.2)	–	–	526.2	Profit for the year
Adjusted earnings per share attributable to							Basic earnings per share attributable to the
the Company’s equity holders	191.1p	(29.5)p	(4.5)p	–	–	157.1p	Company’s equity holders

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 153

// NOTES continued

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 2024

	North	Continental	UK &	Rest of
	America	Europe	Ireland	the World	Corporate	Total
	£m	£m	£m	£m	£m	£m
Revenue	6,568.1	2,377.1	1,625.8	1,205.4		11,776.4
Adjusted operating profit/(loss)	515.6	210.8	135.1	146.2	(31.6)	976.1
Amortisation excluding software	(55.9)	(42.7)	(20.7)	(29.0)		(148.3)
Acquisition related items through operating profit	(0.8)	(10.4)	5.1	(25.6)		(31.7)
Non-recurring pension scheme
credit	–	–	–	–	3.2	3.2
Operating profit/(loss)	458.9	157.7	119.5	91.6	(28.4)	799.3
Finance income						72.6
Finance expense						(178.0)
Disposal of businesses						(20.3)
Profit before income tax						673.6
Adjusted profit before income tax						872.9
Income tax						(172.6)
Profit for the year						501.0
Operating margin	7.9%	8.9%	8.3%	12.1%		8.3%
Return on average
operating capital	47.5%	40.8%	45.4%	38.9%		43.2%
Purchase of property, plant
and equipment	14.2	12.6	7.4	6.1	–	40.3
Depreciation of property, plant
and equipment	11.3	11.0	9.2	6.2	0.1	37.8
Additions to right-of-use assets	66.4	36.5	38.1	20.3	–	161.3
Depreciation of right-of-use
assets	87.7	42.8	35.3	19.7	0.6	186.1
Purchase of software	2.7	6.6	3.4	1.2	0.2	14.1
Software amortisation	4.2	4.1	2.3	0.9	0.4	11.9

Year ended 31 December 2023

	North	Continental	UK &	Rest of
	America	Europe	Ireland	the World	Corporate	Total
	£m	£m	£m	£m	£m	£m
Revenue	6,973.5	2,354.9	1,365.5	1,103.2		11,797.1
Adjusted operating profit/(loss)	528.0	224.7	103.4	119.6	(31.5)	944.2
Amortisation excluding software	(57.1)	(43.7)	(11.1)	(23.7)		(135.6)
Acquisition related items through operating profit	(5.5)	(0.3)	(3.1)	(10.6)		(19.5)
Non-recurring pensions scheme
credit	–	–	–	–	–	–
Operating profit/(loss)	465.4	180.7	89.2	85.3	(31.5)	789.1
Finance income						60.4
Finance expense						(150.9)
Disposal of businesses						–
Profit before income tax						698.6
Adjusted profit before income tax						853.7
Income tax						(172.4)
Profit for the year						526.2
Operating margin	7.6%	9.5%	7.6%	10.8%		8.0%
Return on average
operating capital	49.6%	45.4%	65.5%	35.5%		46.1%
Purchase of property, plant
and equipment	12.3	13.5	8.7	8.1	0.2	42.8
Depreciation of property, plant
and equipment	12.0	10.3	4.7	4.6	0.1	31.7
Additions to right-of-use assets	34.0	41.5	42.4	18.8	–	136.7
Depreciation of right-of-use
assets	83.4	38.9	24.3	18.8	0.7	166.1
Purchase of software	3.1	8.7	2.4	1.0	0.3	15.5
Software amortisation	3.4	2.7	2.1	0.9	0.3	9.4

4 Segment analysis

154 BUNZL Annual Report 2024

	2024	2023
Acquisition related items through operating profit	£m	£m
Deferred consideration relating to the retention of former owners
of businesses acquired	45.5	37.3
Transaction costs and expenses	25.9	18.1
Adjustments to previously estimated earn outs and minority options	(42.0)	(35.9)
	29.4	19.5
Customer relationships impairment charges (Note 13)	2.3	–
	31.7	19.5

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 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 2024 the Group had no customer that represented 10% or more of

total Group revenue (2023: 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.

	2024	2023
Revenue by market sector	£m	£m
Foodservice	3,453.2	3,383.4
Grocery	2,991.2	3,136.6
Safety	1,820.9	1,835.7
Retail	950.4	1,032.8
Cleaning & Hygiene	1,220.7	1,218.6
Healthcare	759.0	679.6
Other	581.0	510.4
	11,776.4	11,797.1

Revenue attributable to the UK, the parent company’s country of domicile, for the year ended 31

December 2024 was £1,453.5m, representing 12% of the Group’s total (2023: £1,270.3m, representing

11% of the Group’s total). Revenue attributable to foreign countries in total was £10,322.9m,

representing 88% of the Group’s total (2023: £10,526.8m, representing 89% 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 71%

of the Group’s revenue (2023: 73%).

Non-current segment assets attributable to the UK, the parent company’s country of domicile, for the

year ended 31 December 2024 were £1,031.8m, representing 22% of the Group’s total (2023: £508.7m,

representing 13% of the Group’s total). Non-current segment assets attributable to foreign countries in

total were £3,562.9m, representing 78% of the Group’s total (2023: £3,509.2m, representing 87% 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 56% of the Group’s total non-current segment assets

(2023: 66%).

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 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	737.2	380.3		3,131.3
Unallocated liabilities					3,607.2	3,607.2
Total liabilities	1,251.7	762.1	737.2	380.3	3,607.2	6,738.5

At 31 December 2023

	North	Continental	UK &	Rest of
	America	Europe	Ireland	the World	Unallocated	Total
	£m	£m	£m	£m	£m	£m
Segment assets	3,129.1	2,043.5	942.2	1,080.3		7,195.1
Unallocated assets					1,552.1	1,552.1
Total assets	3,129.1	2,043.5	942.2	1,080.3	1,552.1	8,747.2
Segment liabilities	1,284.4	763.8	522.7	342.0		2,912.9
Unallocated liabilities					2,868.0	2,868.0
Total liabilities	1,284.4	763.8	522.7	342.0	2,868.0	5,780.9

4 Segment analysis continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 155

// NOTES continued

5 Analysis of operating income and expenses

	2024	2023
	£m	£m
Cost of goods sold	8,383.8	8,609.2
Employee costs (Note 26)	1,218.2	1,149.8
Non-recurring pension scheme credit (Note 25)	(3.2)	–
Depreciation of property, plant and equipment (Note 11)	37.8	31.7
Depreciation of right-of-use assets (Note 12)	186.1	166.1
Amortisation excluding software (Note 13)	148.3	135.6
Amortisation of software (Note 13)	11.9	9.4
Acquisition related items through operating profit (Note 4)	31.7	19.5
Net impairment losses on trade receivables (Note 16)	1.0	2.6
Profit on disposal of property, plant and equipment and software	(12.3)	(0.6)
Restructuring costs	5.9	0.4
Expense relating to short term leases and low value assets	5.0	4.6
Lease and sublease income	(4.8)	(4.1)
Other operating expenses	967.7	883.8
Net operating expenses	10,977.1	11,008.0

Cost of goods sold consists of the cost of the inventories sold or disposed of in the year where the cost

of inventories is net of supplier rebate income related to those inventories.

			2024			2023
	UK	Overseas	Total	UK	Overseas	Total
Auditors’ remuneration	£m	£m	£m	£m	£m	£m
Audit of these financial statements	1.3	–	1.3	1.0	–	1.0
Amounts receivable by the Company’s
auditors * in respect of:
audit of financial statements of subsidiaries of the Company	1.1	3.2	4.3	0.4	4.2	4.6
audit related assurance services	0.2	–	0.2	0.1	–	0.1
all other services	0.4	–	0.4	0.3	–	0.3
Total auditors’ remuneration	3.0	3.2	6.2	1.8	4.2	6.0

* Including their associates.

Audit related assurance services comprise the review of the half yearly financial report for the six

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. All other services also include tax work provided to an acquisition, which

completed during 2024, that were ongoing at the acquisition date and were subsequently completed

during the 3 month transition period allowed under the FRC’s Ethical Standard. 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.

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.

Further information is set out in the Audit Committee’s report on pages 102 to 111.

6 Finance income/(expense)

	2024	2023
	£m	£m
Interest on cash and cash equivalents	46.7	40.3
Interest income from foreign exchange contracts	19.9	16.0
Net interest income on defined benefit pension schemes in surplus	3.1	3.2
Interest related to income tax	1.8	–
Other finance income	1.1	0.9
Finance income	72.6	60.4
Interest on loans and overdrafts	(122.4)	(106.7)
Lease interest expense	(38.5)	(28.6)
Interest expense from foreign exchange contracts	(6.1)	(1.5)
Net interest expense on defined benefit pension schemes in deficit	(0.7)	(1.0)
Fair value gain/(loss) on US private placement notes and senior bonds in a hedge relationship	3.9	(24.4)
Fair value (loss)/gain on interest rate swaps in a hedge relationship	(4.1)	21.8
Foreign exchange loss on intercompany funding	(35.5)	(41.1)
Foreign exchange gain on external debt and foreign exchange
forward contracts	34.8	40.5
Interest related to income tax	(1.4)	(0.1)
Monetary loss from hyperinflation accounting 1	(3.6)	(7.2)
Other finance expense	(2.2)	(2.6)
Adjusted finance expense	(175.8)	(150.9)
Interest on unwinding of discounting on deferred consideration	(2.2)	–
Finance expense	(178.0)	(150.9)
Net finance expense	(105.4)	(90.5)

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 .

156 BUNZL Annual Report 2024

	2024	2023
	£m	£m
Current tax on profit
current year	208.9	199.0
adjustments in respect of prior years	(20.0)	(6.9 )
	188.9	192.1
Deferred tax on profit
current year	(28.4)	(19.6 )
adjustments in respect of prior years	12.1	(0.1 )
	(16.3)	(19.7 )
Income tax on profit	172.6	172.4

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.

	2024	2023
	£m	£m
Income tax on profit	172.6	172.4
Tax associated with adjusting items	49.8	41.0
Tax on adjusted profit	222.4	213.4
Profit before income tax	673.6	698.6
Adjusting items (Note 3)	199.3	155.1
Adjusted profit before income tax	872.9	853.7
Reported tax rate	25.6%	24.7%
Effective tax rate	25.5%	25.0%

			2024			2023
		Tax			Tax
Tax on other comprehensive income/		(charge)/			(charge)/
	Gross	credit	Net	Gross	credit	Net
(expense) and equity	£m	£m	£m	£m	£m	£m
Actuarial (loss)/gain on defined benefit
pension schemes	(35.1)	8.2	(26.9)	2.9	(0.1)	2.8
Foreign currency translation differences
on foreign operations	(193.3)	(0.1)	(193.4)	(126.9)	(0.5)	(127.4)
Reclassification from translation reserve to income statement on disposal of foreign
operation	18.7	–	18.7	–	–	–
Gain taken to equity as a result of effective
net investment hedges	20.3	–	20.3	31.4	–	31.4
Gain/(loss) recognised in cash flow hedge
reserve	6.3	(1.6)	4.7	(2.3)	0.6	(1.7)
Other comprehensive (expense)/income	(183.1)	6.5	(176.6)	(94.9)	–	(94.9)
Dividends	(228.6)	–	(228.6)	(209.7)	–	(209.7)
Movement from cash flow hedge reserve
to inventory	0.8	(0.2)	0.6	1.0	(0.3)	0.7
Hyperinflation accounting adjustments	17.1	–	17.1	21.6	–	21.6
Issue of share capital	7.0	–	7.0	5.9	–	5.9
Own shares purchased for cancellation	(301.2)	–	(301.2)	–	–	–
Non-controlling interest on acquisition	2.7	–	2.7	–	–	–
Employee trust shares	(16.6)	–	(16.6)	(25.2)	–	(25.2)
Share based payments	17.2	1.8	19.0	15.4	5.4	20.8
Other comprehensive (expense)/income
and equity	(684.7)	8.1	(676.6)	(285.9)	5.1	(280.8)

7 Income tax

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 157

// NOTES continued

7 Income tax continued

Factors affecting the tax charge for the year

The Group operates in many countries and is subject to different rates of income tax in those countries.

The expected tax rate is calculated as a weighted average of the tax rates in the tax jurisdictions in

which the Group operates, most of which are equal to or higher than the UK statutory rate for the year

of 25.0% (2023: 23.5%). Although the Group is subject to the global minimum tax regime known as Pillar

2 from 2024, this is not expected to cause any significant increase in the Group’s tax liabilities. The

adjustments to the tax charge at the weighted average rate to determine the income tax on profit are

as follows:

	2024	2023
	£m	£m
Profit before income tax	673.6	698.6
Weighted average rate	25.1%	25.2%
Tax charge at weighted average rate	168.9	176.0
Effects of:
non-deductible expenditure	9.7	0.5
impact of intercompany finance	1.4	1.2
change in tax rates	(0.4)	(0.7)
inflation: tax and accounting impacts	1.3	3.8
prior year adjustments	(7.9)	(7.0)
other current year items	(0.4)	(1.4)
Income tax on profit	172.6	172.4

	2024	2023
Deferred tax in the income statement	£m	£m
Property, plant and equipment	0.4	1.0
Defined benefit pension schemes	1.4	1.6
Goodwill, customer and supplier relationships, brands and technology	(23.8)	(20.2)
Provisions and accruals	7.0	(3.6)
Inventories	2.7	7.4
Leases	(0.9)	(1.1)
Other	(3.1)	(4.8)
Deferred tax on profit	(16.3)	(19.7)

8 Earnings per share attributable to the Company’s equity holders

	2024	2023
	£m	£m
Profit for the year attributable to the Company’s equity holders	500.4	526.2
Adjusted for:
amortisation excluding software	148.3	135.6
acquisition related items	33.9	19.5
profit on disposal of businesses	20.3	–
non-recurring pension scheme credit	(3.2)	–
tax credit on adjusting items	(49.8)	(41.0)
Adjusted profit for the year attributable to the Company’s equity holders	649.9	640.3

	2024	2023
Basic weighted average number of ordinary shares in issue (million)	334.4	335.0
Dilutive effect of employee share plans (million)	2.1	2.2
Diluted weighted average number of ordinary shares (million)	336.5	337.2
Basic earnings per share attributable to the Company’s equity holders	149.6p	157.1p
Adjustment	44.7p	34.0p
Adjusted earnings per share attributable to the Company’s equity holders	194.3p	191.1p
Diluted basic earnings per share attributable to the Company’s equity holders	148.7p	156.0p
Adjustment	44.4p	33.9p
Adjusted diluted earnings per share attributable to the Company’s equity holders	193.1p	189.9p

158 BUNZL Annual Report 2024

Acquisitions involving the purchase of the acquiree’s share capital or, as the case may be, the relevant

assets of the businesses acquired, have been accounted for under the acquisition method of

accounting. A key part of the Group’s strategy is to grow through acquisition. The Group has developed

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

Combinations’ as revised. 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. At 31 December 2024 the allocation period

for all acquisitions completed since 1 January 2024 remained open and accordingly the fair values

presented are provisional.

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. During the

year ended 31 December 2024 adjustments have been recognised to the fair value of assets and

liabilities acquired related to acquisitions made in the prior year, resulting in a net increase to intangible

assets of £1.5m (2023: net increase of £3.5m). Given the immaterial amounts involved the fair value of

assets and liabilities acquired as reported in the prior year have not been restated.

The consideration in respect of acquisitions comprises amounts paid on completion and deferred

consideration. The consideration has been allocated against the identified net assets, with the balance

recorded as goodwill. Any payments that are contingent on future employment, including payments

which are contingent on the retention of former owners of businesses acquired, are charged to the

income statement. Transaction costs and expenses such as professional fees are charged to operating

profit in the income statement. Given the structure of acquisitions and the quantum of deferred

consideration in the period, the Group has recognised interest on unwinding of discounting deferred

consideration, where applicable, which is charged to finance expense in the income statement.

For each of the businesses acquired and announced during the year, the name of the business, the

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

of the year, are separately disclosed. The remaining disclosures required by IFRS 3 are provided

separately for those individual acquisitions that are considered to be material and in aggregate for

individually immaterial acquisitions. An acquisition would generally be considered individually material if

the impact on the Group’s revenue or profit measures (on an annualised basis) or the relevant amounts

on the balance sheet is greater than 5%. Management also applies judgement in considering whether

there are any material qualitative differences from other acquisitions made.

2024

Summary details of the businesses acquired during the year ended 31 December 2024 are shown in

the table below:

				Percentage
				of share	Annualised
			Acquisition	capital	revenue
Business	Sector	Country	date 2024	acquired	£m
Pamark Group	Foodservice, Healthcare,	Finland	29 February	100%	53.3
	Cleaning & Hygiene and
	Safety
Nisbets	Foodservice	United Kingdom	23 May	80%	474.9
Clean Spot	Cleaning & Hygiene	Canada	18 June	100%	4.3
Sistemas De	Other	Spain	28 June	100%	24.9
Embalaje Anper
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	Cleaning & Hygiene	United Kingdom	22 October	100%	27.1
Holdings Limited
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 current year					744.2

* Others includes two acquisitions agreed in 2024.

9 Acquisitions

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 159

// NOTES continued

The acquisition of Nisbets is considered to be individually significant due to its impact on intangible

assets. The acquisition is therefore separately disclosed in the table below. No acquisitions in 2023

were considered to be individually significant. A summary of the effect of acquisitions in 2024 and 2023

is shown below:

			Total	Total
	Nisbets	Other	2024	2023
	£m	£m	£m	£m
Customer and supplier relationships	124.6	160.0	284.6	229.5
Brands	78.3	5.0	83.3	10.6
Property, plant and equipment and software	62.5	9.2	71.7	16.6
Right-of-use assets	55.7	17.3	73.0	16.2
Inventories	77.0	34.7	111.7	44.7
Trade and other receivables	59.6	71.9	131.5	57.0
Trade and other payables	(103.0)	(37.4)	(140.4)	(40.5)
Net cash	43.4	16.5	59.9	19.8
External debt	(5.6)	(0.7)	(6.3)	–
Provisions	(10.5)	(22.3)	(32.8)	(26.2)
Lease liabilities	(55.7)	(18.0)	(73.7)	(16.2)
Income tax payable and deferred tax liabilities	(45.8)	(65.4)	(111.2)	(29.6)
Fair value of net assets acquired	280.5	170.8	451.3	281.9
Less non-controlling interests	(2.7)	–	(2.7)	–
Provisional goodwill	187.5	170.3	357.8	130.6
Consideration	465.3	341.1	806.4	412.5
Satisfied by:
cash consideration	377.6	297.6	675.2	343.0
deferred consideration	87.7	43.5	131.2	69.5
	465.3	341.1	806.4	412.5
Contingent payments relating to retention of former
owners	42.1	50.7	92.8	59.5
Interest relating to discounting of deferred consideration	15.1	2.2	17.3	–
Net cash acquired	(43.4)	(16.5)	(59.9)	(19.8)
Transaction costs and expenses	12.4	13.5	25.9	18.1
Total committed spend in respect of acquisitions
completed in the year	491.5	391.0	882.5	470.3
Spend on acquisitions committed at prior year end but completed in the current year	–	–	–	(2.8)
Total committed spend in respect of acquisitions
agreed in the year	491.5	391.0	882.5	467.5

The net cash outflow in the year in respect of acquisitions comprised:

			Total	Total
	Nisbets	Other	2024	2023
	£m	£m	£m	£m
Cash consideration	377.6	297.6	675.2	343.0
Net cash acquired	(43.4)	(16.5)	(59.9)	(19.8)
Deferred consideration payments	–	20.9	20.9	14.5
Net cash outflow on purchase of businesses	334.2	302.0	636.2	337.7
Transaction costs and expenses paid	11.0	14.6	25.6	18.1
Payments relating to retention of former owners	–	16.4	16.4	18.8
Cash outflow from acquisition related items	11.0	31.0	42.0	36.9
Total cash outflow in respect of acquisitions	345.2	333.0	678.2	374.6

Acquisitions completed in the year ended 31 December 2024 contributed £398.3m (2023: £120.5m) to

the Group’s revenue, £34.8m (2023: £16.1m) to the Group’s adjusted operating profit and £20.1m (2023:

£8.7m) to the Group’s operating profit for the year ended 31 December 2024.

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:

	2024	2023
	£m	£m
Revenue	744.2	325.1
Adjusted operating profit	72.0	51.4

The total amount of goodwill expected to be deductible for tax purposes in relation to acquisitions

completed during the year is £nil (2023: £49.1m).

9 Acquisitions continued

160 BUNZL Annual Report 2024

Deferred consideration

The table below gives further details of the Group’s deferred consideration liabilities.

	2024	2023
	£m	£m
Minority options – acquisition of non-controlling interest *	158.4	86.5
Earn outs	33.7	36.9
Deferred consideration held at fair value	192.1	123.4
Minority options – retention payments of former owners *	50.3	38.2
Other	15.8	14.0
Total deferred consideration	258.2	175.6
Current	43.6	32.3
Non-current	214.6	143.3
Total deferred consideration	258.2	175.6
Expected future payments which are contingent on the continued retention of former owners of businesses acquired not yet recognised on balance sheet	117.2	83.2
Total deferred and contingent consideration – on and off balance sheet	375.4	258.8

The maturity profile of total deferred and contingent consideration is set out in the table below.

	2024	2023
	£m	£m
Within one year	44.2	33.6
After one year but within two years	19.3	31.2
After two years but within five years	301.3	178.0
After five years	10.6	16.0
	375.4	258.8

			2024			2023
	Deferred		Total	Deferred		Total
	consideration		deferred	consideration		deferred
	held at fair value	Other	consideration	held at fair value *	Other	consideration
	£m	£m	£m	£m	£m	£m
Beginning of year	123.4	52.2	175.6	101.8	38.1	139.9
Acquisitions	128.6	2.6	131.2	61.4	8.1	69.5
Charges related to the retention of former
owners	–	40.7	40.7	–	34.5	34.5
Adjustments to previously estimated
earn outs and minority options	(33.0)	(9.0)	(42.0)	(27.2)	(8.7)	(35.9)
Interest on unwinding
of discounting	2.2	–	2.2	–	–	–
Deferred consideration
and retention
payments	(16.0)	(17.3)	(33.3)	(10.8)	(19.2)	(30.0)
Foreign exchange	(13.1)	(3.1)	(16.2)	(1.8)	(0.6)	(2.4)
End of year	192.1	66.1	258.2	123.4	52.2	175.6

* The Group has restated comparatives for the year to 31 December 2023 to remove minority options – retention payments of former

owners from ‘Deferred consideration held at fair value’ as these are accounted for in line with IAS19 ‘Employee benefits’.

9 Acquisitions continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 161

// NOTES continued

2023

Summary details of the businesses acquired during the year ended 31 December 2023 are shown in

the table below:

				Percentage
				of share	Annualised
			Acquisition	capital	revenue
Business	Sector	Country	date 2023	acquired	£m
GRC	Healthcare	Australia	1 January	100%	4.4
Capital Paper	Foodservice	Canada	31 January	100%	16.0
Arbeitsschutz-Express	Safety	Germany	3 April	66%	33.1
Dimasa	Cleaning & Hygiene	Spain	28 April	100%	3.1
Irudek	Safety	Spain	28 April	75%	16.7
EHM	Safety	UK	5 June	100%	19.5
La Cartuja Complementos	Foodservice	Spain	30 June	100%	4.4
Hostelería
EcoTools.nl	Other	Netherlands	31 July	100%	17.8
Leal Equipamentos de	Safety	Brazil	1 August	100%	33.1
Proteção
PackPro	Foodservice	Canada	10 August	85%	20.1
Groveko	Cleaning & Hygiene	Netherlands	11 August	93.75%	21.0
Pittman Traffic & Safety	Safety	Ireland	28 August	100%	6.2
Equipment *
FlexPost	Safety	USA	31 October	100%	3.0
Grupo Lanlimp	Cleaning & Hygiene	Brazil	1 November	70%	37.8
Melbourne Cleaning	Cleaning & Hygiene	Australia	6 November	100%	9.7
Supplies
Safety First	Safety	Poland	30 November	65%	24.9
Miracle Sanitation Supply	Cleaning & Hygiene	Canada	1 December	100%	7.6
CT Group	Healthcare	Brazil	1 December	100%	47.8
Others **				100%	3.3
Acquisitions completed in the current year					329.5
GRC	Healthcare	Australia	1 January	100%	(4.4)
Acquisitions agreed in the current year					325.1

* The acquisition supports the expansion of our North America based McCue business and is therefore reported as part of the North

America business area.

** Others includes two small acquisitions agreed in 2023.

10 Disposal of businesses

The Group completed the disposal of Vicsa Argentina on 14 March 2024 and a healthcare business in

Germany on 12 July 2024. As a result, the net assets of the Group decreased by £20.3m representing

the loss on disposal of £20.3m. The loss on disposal reflects the cash consideration received of £4.4m

offset by the net book value of assets disposed of £6.0m and recycling of historical foreign exchange

losses of £18.7m from amounts held in the translation reserve within equity. There were no disposals

completed in the year ended 31 December 2023.

The net cash inflow in the year in respect of disposal of businesses comprised:

	2024
Cash flow from disposal of businesses	£m
Cash consideration received	4.4
Cash and cash equivalents disposed	(1.5)
Net cash proceeds	2.9

11 Property, plant and equipment

			Fixtures,
	Land and	Plant and	fittings and
	buildings	machinery	equipment	Total
2024	£m	£m	£m	£m
Cost
Beginning of year	104.0	208.5	126.6	439.1
Acquisitions (Note 9)	38.6	21.4	7.5	67.5
Disposal of businesses	–	–	(0.6)	(0.6)
Additions	5.6	22.1	12.6	40.3
Disposals	(10.1)	(8.6)	(12.8)	(31.5)
Transferred to assets held for sale	(0.3)	(1.5)	(0.1)	(1.9)
Currency translation	(3.1)	(9.1)	(8.4)	(20.6)
End of year	134.7	232.8	124.8	492.3
Accumulated depreciation
Beginning of year	59.2	134.3	86.2	279.7
Charge in year	6.7	19.4	11.7	37.8
Disposal of businesses	–	–	(0.4)	(0.4)
Disposals	(7.2)	(8.6)	(10.8)	(26.6)
Transferred to assets held for sale	(0.2)	(1.5)	(0.1)	(1.8)
Currency translation	(1.6)	(3.7)	(4.4)	(9.7)
End of year	56.9	139.9	82.2	279.0
Net book value at 31 December 2024	77.8	92.9	42.6	213.3

162 BUNZL Annual Report 2024

11 Property, plant and equipment continued

			Fixtures,
	Land and	Plant and	fittings and
	buildings	machinery	equipment	Total
2023	£m	£m	£m	£m
Cost
Beginning of year	98.9	201.6	117.2	417.7
Acquisitions (Note 9)	3.6	8.6	3.1	15.3
Additions	4.6	20.7	17.5	42.8
Disposals	(2.5)	(14.9)	(8.7)	(26.1)
Currency translation	(0.6)	(7.5)	(2.5)	(10.6)
End of year	104.0	208.5	126.6	439.1
Accumulated depreciation
Beginning of year	56.6	138.5	85.4	280.5
Charge in year	5.3	16.0	10.4	31.7
Disposals	(2.3)	(14.4)	(7.9)	(24.6)
Currency translation	(0.4)	(5.8)	(1.7)	(7.9)
End of year	59.2	134.3	86.2	279.7
Net book value at 31 December 2023	44.8	74.2	40.4	159.4

12 Right-of-use assets

		Motor
	Property	vehicles	Equipment	Total
2024	£m	£m	£m	£m
Net book value at beginning of year	520.0	68.8	27.5	616.3
Acquisitions (Note 9)	69.8	2.9	0.3	73.0
Disposal of businesses	(0.2)	(0.1)	(0.1)	(0.4)
Additions	97.9	44.4	19.0	161.3
Transferred to assets held for sale	(1.5)	–	–	(1.5)
Depreciation charge in the year	(142.8)	(31.6)	(11.7)	(186.1)
Remeasurement adjustments	47.8	0.8	1.2	49.8
Currency translation	(13.3)	(1.3)	(0.2)	(14.8)
Net book value at 31 December 2024	577.7	83.9	36.0	697.6

		Motor
	Property	vehicles	Equipment	Total
2023	£m	£m	£m	£m
Net book value at beginning of year	439.6	63.3	26.7	529.6
Acquisitions (Note 9)	15.9	0.3	–	16.2
Additions	87.5	37.1	12.1	136.7
Depreciation charge in the year	(125.1)	(30.0)	(11.0)	(166.1)
Remeasurement adjustments	118.6	0.4	0.8	119.8
Currency translation	(16.5)	(2.3)	(1.1)	(19.9)
Net book value at 31 December 2023	520.0	68.8	27.5	616.3

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 163

// NOTES continued

		Customer
		and supplier
	Goodwill	relationships	Brands	Technology	Software	Total
2024	£m	£m	£m	£m	£m	£m
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
accounting 1	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
accounting 1	–	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

1. See Note 1 for further details.

		Customer
		and supplier
	Goodwill	relationships	Brands	Technology	Software	Total
2023	£m	£m	£m	£m	£m	£m
Cost
Beginning of year	1,944.4	2,349.0	39.7	9.5	107.4	4,450.0
Acquisitions (Note 9)	130.6	229.5	10.6	–	1.3	372.0
Adjustment for hyperinflation
accounting 1	8.4	1.6	–	–	–	10.0
Additions					15.5	15.5
Disposals					(4.6)	(4.6)
Currency translation	(62.7)	(85.6)	(1.8)	(0.2)	(2.8)	(153.1)
End of year	2,020.7	2,494.5	48.5	9.3	116.8	4,689.8
Accumulated amortisation
and impairment
Beginning of year	12.8	1,258.1	4.8	0.4	80.0	1,356.1
Amortisation charge in the year		130.2	4.0	1.4	9.4	145.0
Adjustment for hyperinflation
accounting 1	–	1.2	–	–	–	1.2
Disposals					(4.6)	(4.6)
Currency translation	(1.0)	(45.8)	(1.4)	–	(1.8)	(50.0)
End of year	11.8	1,343.7	7.4	1.8	83.0	1,447.7
Net book value at 31 December 2023	2,008.9	1,150.8	41.1	7.5	33.8	3,242.1

1. See Note 1 for further details.

Goodwill, customer and supplier relationships, brands and technology intangible assets have been

acquired as part of business combinations. Further details of acquisitions made in the year are set out

in Note 9.

Customer and supplier relationships include four businesses with individually significant customer and

supplier relationships assets, McCue Corporation acquired in October 2021 and based in North

America, MCR Safety acquired in September 2020 and based in North America, Hedis acquired in 2017

and based in France and Nisbets acquired in May 2024 and based in the UK. The net book value of

customer and supplier relationships as at 31 December 2024 were: McCue Corporation £92.4m (2023:

£98.9m) with a remaining useful economic life of 11.7 years (2023: 12.7 years), MCR Safety £76.8m

(2023: £82.7m) with a remaining useful economic life of 10.7 years (2023: 11.7 years), Hedis £64.8m

(2023: £76.8m) with a remaining useful economic life of 8.9 years (2023: 9.9 years) and Nisbets £118.2m

(2023: £nil) with a remaining useful economic life of 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 2024

of £75.0m (2023: £nil) and a remaining useful economic life of 13.2 years.

13 Intangible assets

164 BUNZL Annual Report 2024

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 (2023: seven). Based on our impairment testing, no

impairments were identified to the carrying value of goodwill within the Group.

As at 31 December 2024, 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 2024 the carrying value of goodwill in respect of North America was £702.4m (2023:

£700.0m), UK & Ireland was £519.1m (2023: £317.3m), France was £250.8m (2023: £253.5m) and Rest of

Continental Europe was £344.2m (2023: £307.1m). As at 31 December 2024 the aggregate amount of

goodwill attributable to the Group’s CGUs, excluding North America, UK & Ireland, France and Rest of

Continental Europe, was £469.6m (2023: £431.0m), 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 2024 was in the range of 2.5%–3.2% (2023: 2.5%–3.3%) reflecting anticipated

revenue and profit growth. A pre-tax discount rate in the range of 9%–11% (2023: 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% (2023: 2.5%–5.5%) and

pre-tax discount rates ranging from 9%–14% (2023: 9%–15%).

As part of 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, 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 £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. Two of our scenarios align with the global warming

trajectory of between 1⁰C to 2⁰C by 2100 but differ in the speed and extent of global decarbonisation

over the next 30 years (orderly and disorderly). Our final scenario assessed the potential impacts of a

world in which global warming exceeds 3⁰C by 2100 (hothouse world scenario). 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 results of the impairment testing.

14 Working capital

	2024	2023
	£m	£m
Inventories (Note 15)	1,760.9	1,621.1
Trade and other receivables (Note 16)	1,634.1	1,578.5
Trade and other payables – current (Note 17)	(2,206.1)	(2,071.6)
Add back net non-trading related receivables and payables	21.3	30.1
	1,210.2	1,158.1

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.

13 Intangible assets continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 165

// NOTES continued

15 Inventories

	2024	2023
	£m	£m
Goods for resale	1,760.9	1,621.1

During the year £10.0m (2023: £11.9m) 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 2024 were £143.5m (2023: £154.2m).

16 Trade and other receivables

	2024	2023
	£m	£m
Trade receivables	1,284.5	1,287.3
Prepayments	92.4	84.4
Other receivables	257.2	206.8
	1,634.1	1,578.5

The Group does not have any significant contract assets.

The ageing of trade receivables at 31 December was:

		2024		2023
	Gross	Provision	Gross	Provision
	£m	£m	£m	£m
Current	1,106.3	10.8	1,058.6	5.7
0–30 days overdue	142.2	2.5	186.1	2.6
31–90 days overdue	49.3	5.4	49.6	3.0
Over 90 days overdue	26.3	20.9	27.5	23.2
	1,324.1	39.6	1,321.8	34.5

The trade receivables provision includes provisions for expected credit losses and credit notes to be

issued. The movement in the provision during the year was as follows:

	2024	2023
	£m	£m
Beginning of year	34.5	29.1
Acquisitions	9.4	4.3
Charge	6.1	6.3
Released	(5.1)	(3.7)
Utilised	(2.6)	(1.0)
Currency translation	(2.7)	(0.5)
End of year	39.6	34.5

17 Trade and other payables

Current

	2024	2023
	£m	£m
Trade payables	1,392.9	1,290.1
Other tax and social security contributions	36.3	35.2
Other payables	264.6	249.6
Accruals and contract liabilities	512.3	496.7
	2,206.1	2,071.6

Other payables includes £43.6m (2023: £32.3m) related to deferred consideration on acquisitions.

The Group’s contract liabilities are limited to deferred income of £10.4m (2023: £7.1m). This arises from

contracts with customers in the form of consideration that has been received in advance of the

satisfaction of performance obligations.

Non-current

Other payables greater than one year of £255.4m (2023: £176.1m) includes £214.6m (2023: £143.3m)

related to deferred consideration on acquisitions.

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 2024 all covenants were complied

with, with covenant net debt to EBITDA of 1.5 times as at 31 December 2024 (31 December 2023: 1.1

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.

166 BUNZL Annual Report 2024

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 page 171.

Hedge effectiveness

For hedges of foreign currency purchases and sales, the Group enters into cash flow hedge

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 2024 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 2024, the Group issued a €500m bond

which matures in 2032 under the terms of its Euro Medium Term Note (‘EMTN’) programme. The bond

issued extends the maturity profile of the Group’s debt portfolio.

During 2024, £264.8m of existing bank facilities with maturities between 2024 and 2026 were

refinanced by £350.6m of new or amended bank facilities with maturities between 2026 to 2029.

In July 2024, the Group established a €1 billion euro-commercial paper programme, under which it can

issue short term notes. At 31 December 2024, the nominal value of commercial paper in issue was

£144.6m (2023: none) with maturities of up to three months.

Loans, borrowings and net debt

	2024	2023
	£m	£m
Bank overdrafts	(987.9)	(874.2)
Bank loans	(1.6)	(0.1)
Commercial paper	(144.3)	–
US private placement notes	(173.4)	(129.9)
Senior bonds	(299.9)	–
Borrowings due within one year	(1,607.1)	(1,004.2)
Bank loans	(5.8)	–
US private placement notes	(628.6)	(795.2)
Senior bonds	(727.3)	(621.9)
Borrowings due after one year	(1,361.7)	(1,417.1)
Derivatives managing the interest rate risk and currency profile of the debt	(75.5)	(90.3)
Gross debt	(3,044.3)	(2,511.6)
Cash and cash equivalents	1,432.9	1,426.1
Net debt excluding lease liabilities	(1,611.4)	(1,085.5)
Lease liabilities	(754.1)	(664.5)
Net debt including lease liabilities	(2,365.5)	(1,750.0)

Further information on the movement in net debt and lease liabilities is shown in Note 29.

18 Risk management and financial instruments continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 167

// NOTES continued

The total available committed funding at 31 December 2024 was £2,845.4m (2023: £2,470.0m).

This includes our US private placement notes, senior bonds and all committed bank facilities.

The committed funding maturity profile at 31 December 2024 is set out in the chart below:

Committed funding maturity profile by year (£m)

100

200

300

400

500

600

700

2025 2026 2027 2028 2029 2030 2031 2032

173

300

126

145

140

138

104

553

108 108

413

400

US private placement notes Bank facilities – undrawn

Senior bonds

The undrawn committed bank facilities available at 31 December were as follows:

	2024	2023
	£m	£m
Expiring within one year	–	179.8
Expiring after one year but within two years	145.3	50.0
Expiring after two years	788.2	622.8
	933.5	852.6

In addition, the Group maintains a commercial paper programme, bank overdrafts and uncommitted

facilities to provide short term flexibility. As at 31 December 2024 there were no loans secured by fixed

charges on property (2023: 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
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	(144.6)	(144.6)
US private placement notes	(918.3)	(201.2)	(149.1)	(330.4)	(237.6)
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)

18 Risk management and financial instruments continued

168 BUNZL Annual Report 2024

					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
2023	£m	£m	£m	£m	£m
Financial liabilities
Bank overdrafts	(874.2)	(874.2)
Bank loans	(0.1)	(0.1)
US private placement notes	(1,068.8)	(163.4)	(199.6)	(357.2)	(348.6)
Senior bonds	(755.6)	(12.8)	(312.8)	(18.0)	(412.0)
Lease payments	(788.1)	(180.5)	(159.4)	(318.4)	(129.8)
Trade and other payables *	(2,167.2)	(2,018.4)	(55.4)	(83.7)	(9.7)
	(5,654.0)	(3,249.4)	(727.2)	(777.3)	(900.1)
Derivative financial instruments
Net settled:
Interest rate swaps	(151.9)	(22.8)	(22.8)	(65.9)	(40.4)
Gross settled:
Foreign exchange inflows	2,539.0	2,539.0	–
Foreign exchange outflows	(2,549.2)	(2,549.2)	–
	(162.1)	(33.0)	(22.8)	(65.9)	(40.4)
Total	(5,816.1)	(3,282.4)	(750.0)	(843.2)	(940.5)

* The Group has restated comparatives for the year to 31 December 2023 to remove minority options – retention payments of former

owners of £38.2m from Other payables held at fair value as these are accounted for in line with IAS19 ‘Employee benefits’.

(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 £802.0m (2023: £925.1m), there are US dollar denominated amounts totalling

£92.0m (2023: £90.6m), 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 £1,027.2m (2023:

£621.9m), an amount totalling £318.9m (2023: £322.4m), with a maturity of 2030, has been swapped

to floating rates using interest rate swaps which reprice daily.

The US private placement notes of £802.0m include a fair value adjustment of £8.1m (2023: £12.4m)

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 2024

was a credit to the income statement of £4.3m (2023: £4.2m).

The interest rate risk on the floating rate liability is managed using interest rate options. The strike rates

of these options are based on EURIBOR and are re-priced every three months.

Fixed vs floating interest rate table

	2024	2023
	£m	£m
Fixed rate debt
US private placement notes	(802.0)	(925.1)
Senior bonds	(1,027.2)	(621.9)
Total fixed rate debt	(1,829.2)	(1,547.0)
Interest rate swaps (fixed leg)	410.9	413.0
Fixed rate liability	(1,418.3)	(1,134.0)
Floating rate debt
Bank overdrafts	(987.9)	(874.2)
Bank loans	(7.4)	(0.1)
Commercial paper	(144.3)	–
Total floating rate debt	(1,139.6)	(874.3)
Interest rate swaps (floating leg)	(410.9)	(413.0)
Floating rate liability	(1,550.5)	(1,287.3)
Derivatives managing the interest rate risk and currency profile of the debt	(75.5)	(90.3)
Gross debt excluding lease liabilities	(3,044.3)	(2,511.6)

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:

	2024	2023
Interest rate swaps
Net carrying amount liability (£m)	(82.8)	(78.7)
Notional amount (£m)	496.0	494.5
Maturity date range	2026–2030	2026–2030
Hedge ratio	1:1	1:1
Fair value gain/(loss) on US private placement notes and senior bond in a hedge relationship (£m)	3.9	(24.4)
Fair value (loss)/gain on interest rate swaps in a hedge relationship (£m)	(4.1)	21.8

18 Risk management and financial instruments continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 169

// NOTES continued

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		Impact on equity
	+1%	–1%	+1%	–1%
	£m	£m	£m	£m
2024	0.1	–	0.1	–
2023	0.2	(0.1)	0.2	(0.1)

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
	2024	2023	2024	2023
US dollar	1.28	1.24	1.25	1.27
Euro	1.18	1.15	1.21	1.15

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 21 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 2024, all foreign exchange cash flow hedges were effective with a

cumulative pre-tax gain of £4.7m (2023: cumulative pre-tax loss of £2.5m) recognised in equity at the

end of the year and this will affect the income statement during 2025.

Effects of hedge accounting on the financial position and performance

	2024	2023
Forward foreign currency hedges in relation to inventory purchases
Net carrying amount asset/(liability) (£m)	4.7	(2.5)
Notional amount at 31 December (£m)	131.2	135.3
Maturity date range	2025	2024
Hedge ratio	1:1	1:1
Change in value of hedged items since 1 January (£m)	(7.2)	1.3
Change in fair value of outstanding foreign currency forward contracts since
1 January (£m)	7.2	(1.3)

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. 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:

	2024	2023
	£m	£m
US dollar	637.7	438.6
Sterling	225.4	91.8
Euro	644.7	573.9
Other	103.6	(18.8)
	1,611.4	1,085.5

The Group also enters into foreign currency derivatives to hedge intercompany loans economically

although these do not qualify for hedge accounting and therefore gains and losses are recorded in the

income statement. These currency derivatives are subject to the same risk management policies as all

other derivative contracts.

Sensitivity to movements in foreign exchange rates

For the year ended 31 December 2024, a movement of one cent in the US dollar and euro average

exchange rates would have changed profit before income tax by £2.8m and £0.9m respectively (2023:

£3.0m and £1.0m) and adjusted profit before income tax by £3.2m and £1.2m respectively (2023: £3.4m

and £1.5m).

If a 10% strengthening or weakening of sterling had taken place on 31 December it would have

increased/(decreased) profit before income tax and (decreased)/increased equity for the year by

the amounts shown 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 and profit

before income tax is translated using the average exchange rates for the year. As a result, the value of

equity is more sensitive than the value of profit before income tax to a movement in exchange rates

on 31 December and the resulting movement in profit before income tax is due solely to the translation

effect on monetary items. This analysis assumes that all other variables, in particular interest rates,

remain constant.

		Impact on profit before tax		Impact on equity
	+10%	–10%	+10%	–10%
	£m	£m	£m	£m
2024	0.7	(0.9)	(214.9)	260.3
2023	0.4	(0.5)	(228.8)	308.2

18 Risk management and financial instruments continued

170 BUNZL Annual Report 2024

(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, 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, derivative

financial assets (see page 172) 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 (2023: none).

(e) Financial instruments

Financial assets and liabilities

	2024	2023
	£m	£m
Financial assets held at amortised cost
Cash at bank and in hand	1,369.1	1,377.1
Trade and other receivables	1,541.7	1,494.1
Total financial assets held at amortised cost	2,910.8	2,871.2
Financial assets held at fair value
Foreign exchange derivatives in cash flow hedges	4.8	0.3
Foreign exchange derivatives in net investment hedges	13.3	9.8
Other foreign exchange and interest rate derivatives	9.9	1.7
Total derivative financial assets	28.0	11.8
Money market funds	63.8	49.0
Total financial assets held at fair value	91.8	60.8
Total financial assets	3,002.6	2,932.0
Current derivative financial assets	28.0	11.7
Non-current derivative financial assets	–	0.1
Total derivative financial assets	28.0	11.8

Financial assets and liabilities

	2024	2023
	£m	£m
Financial liabilities held at amortised cost
Bank overdrafts	(987.9)	(874.2)
Bank loans	(7.4)	(0.1)
Commercial paper	(144.3)	–
US private placement notes	(802.0)	(925.1)
Senior bonds	(1,027.2)	(621.9)
Lease liabilities	(754.1)	(664.5)
Trade and other payables	(2,172.4)	(2,043.8)
Total financial liabilities held at amortised cost	(5,895.3)	(5,129.6)
Financial liabilities held at fair value
Interest rate derivatives in fair value hedges	(82.8)	(78.7)
Foreign exchange derivatives in cash flow hedges	(0.1)	(2.8)
Foreign exchange derivatives in net investment hedges	(9.1)	(16.6)
Other foreign exchange derivatives	(6.6)	(6.3)
Total derivative financial liabilities	(98.6)	(104.4)
Other payables held at fair value *	(192.1)	(123.4)
Total financial liabilities held at fair value	(290.7)	(227.8)
Total financial liabilities	(6,186.0)	(5,357.4)
Current derivative financial liabilities	(15.8)	(25.7)
Non-current derivative financial liabilities	(82.8)	(78.7)
Total derivative financial liabilities	(98.6)	(104.4)

* The Group has restated comparatives for the year to 31 December 2023 to remove minority options – retention payments of former

owners of £38.2m from Other payables held at fair value as these are accounted for in line with IAS19 ‘Employee benefits’.

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.

18 Risk management and financial instruments continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 171

// NOTES continued

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 businesses acquired. These

balances are sensitive to a change in the expected 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 £2.1m (2023: £2.3m) and 1% decrease in the expected profitability

would result in a decrease of £2.1m (2023: £2.3m).

There were no transfers between levels for recurring fair value measurements during the year.

As at 31 December 2024 the fair values, based on unadjusted market data, of the US private placement

notes was £761.6m (2023: £875.9m) and of the senior bonds was £968.2m (2023: £615.8m).

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.

		Gross	Net amounts	Amounts
		amounts	recognised	not offset
		offset in	in the	in the
	Gross	the balance	balance	balance	Net
	amounts	sheet	sheet	sheet	amounts
2024	£m	£m	£m	£m	£m
Derivative financial assets	28.0	–	28.0	(12.9)	15.1
Derivative financial liabilities	(98.6)	–	(98.6)	12.9	(85.7)
2023
Derivative financial assets	11.8	–	11.8	(10.2)	1.6
Derivative financial liabilities	(104.4)	–	(104.4)	10.2	(94.2)

19 Provisions

	2024	2023
	£m	£m
Current	57.1	10.0
Non-current	49.7	75.8
	106.8	85.8

				2024				2023
		MEPP				MEPP
	Properties	withdrawal	Other	Total	Properties	withdrawal	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Beginning of year	26.4	4.2	55.2	85.8	25.3	13.8	35.6	74.7
Charge	2.1	–	7.1	9.2	2.6	–	1.3	3.9
Acquisitions	8.1	–	24.7	32.8	2.2	–	24.0	26.2
Disposal of businesses	–	–	(4.2)	(4.2)	–	–	–	–
Utilised or released	(1.9)	(0.7)	(6.0)	(8.6)	(3.3)	(9.1)	(5.0)	(17.4)
Currency translation	(0.4)	–	(7.8)	(8.2)	(0.4)	(0.5)	(0.7)	(1.6)
End of year	34.3	3.5	69.0	106.8	26.4	4.2	55.2	85.8

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.

18 Risk management and financial instruments continued

172 BUNZL Annual Report 2024

20 Deferred tax

			2024			2023
	Asset	Liability	Net	Asset	Liability	Net
	£m	£m	£m	£m	£m	£m
Property, plant and equipment	0.2	(15.6)	(15.4)	0.5	(11.5)	(11.0)
Defined benefit pension schemes	4.3	(8.8)	(4.5)	5.4	(16.4)	(11.0)
Goodwill, customer and supplier
relationships, brands and technology	9.7	(304.2)	(294.5)	6.9	(232.5)	(225.6)
Share based payments	14.5	–	14.5	15.1	–	15.1
Leases	8.7	(0.3)	8.4	7.8	(0.2)	7.6
Provisions and accruals	48.2	(5.1)	43.1	51.6	(4.2)	47.4
Inventories	12.0	(23.5)	(11.5)	13.6	(21.8)	(8.2)
Other	14.9	(4.2)	10.7	14.7	(4.9)	9.8
Deferred tax asset/(liability)	112.5	(361.7)	(249.2)	115.6	(291.5)	(175.9)
Set-off of tax	(98.4)	98.4	–	(101.4)	101.4	–
Net deferred tax asset/(liability)	14.1	(263.3)	(249.2)	14.2	(190.1)	(175.9)

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 £1.4m

(2023: £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 £10.9m (2023: £11.9m).

No deferred tax has been recognised in respect of unutilised capital losses of £86.9m (2023: £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:

	2024	2023
	£m	£m
Beginning of year	175.9	188.7
Acquisitions	99.8	20.3
Disposal of businesses	(1.6)	–
Credit to income statement	(16.3)	(19.7)
Recognised in other comprehensive income and equity	(4.4)	(1.2)
Reclassified (to)/from current tax	–	(4.1)
Currency translation	(4.2)	(8.1)
End of year	249.2	175.9

21 Share capital and share based payments

		2024	2023
		£m	£m
Issued and fully paid ordinary shares of 32 1 ⁄	p each	106.4	108.6
	7

Number of ordinary shares in issue and fully paid	2024	2023
Beginning of year	338,021,077	337,667,846
Issued – option exercises	378,873	353,231
Own shares purchased for cancellation	(7,223,430)	–
End of year	331,176,520	338,021,077

Own shares purchased for cancellation

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, 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 the end of the

reporting period 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 2024 the trust held 1,921,706 (2023: 2,223,988) shares, upon which dividends have

been waived, with an aggregate nominal value of £0.6m (2023: £0.7m) and market value of £63.3m

(2023: £70.9m).

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 173

// NOTES continued

The Bunzl plc Sharesave Scheme, Bunzl plc International Sharesave Plan and the Bunzl Irish Sharesave

Plan operate on a similar basis with options granted to participating employees 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 to apply for the options. Depending on the scheme, options are normally

exercisable either three or five years after they have been granted, with employees saving up to £500

(2023: £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 (the last grant under the Bunzl

Irish Sharesave Plan was in 2021).

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 or performance 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.

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:

	2024	2023
Grant date	01.03.24-11.09.24	01.03.23–13.09.23
Share price at grant date (£)	29.46-36.14	28.04–30.60
Exercise price (£)	nil-36.38	nil–28.05
Number of options granted during the year (shares)	2,062,611	2,329,854
Vesting period (years)	3.0-5.0	3.0–5.0
Expected volatility (%)	18-20	19–21
Option life (years)	3.0-10.0	3.0–10.0
Expected life (years)	3.0-6.5	3.0–6.5
Risk free rate of return (%)	3.6-4.4	3.1–3.6
Expected dividends expressed as a dividend yield (%)	0.0-2.3	0.0–2.1
Fair value per option (£)	5.09-24.41	6.08–25.28

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 £33.47 (2023: £30.45). The total charge for the year relating to share

based payments was £17.2m (2023: £15.4m). After tax the total charge was £14.0m (2023: £11.7m).

Details of share options and awards which have been granted and exercised, those which have lapsed

during 2024 and those outstanding and available to exercise at 31 December 2024, 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:

21 Share capital and share based payments continued

		Options		Grants/awards †		Exercises			Options outstanding	Options available
		outstanding					Lapses *			to exercise
		at 01.01.24		2024		2024	2024		at 31.12.24	at 31.12 . 24
		Number	Number	Price (£)	Number	Price(£)	Number	Number	Price (£)	Number
Sharesave Scheme		557,498	270,320	24.53	198,134	17.81-24.53	52,849	576,835	15.28-24.53	1,102
International Sharesave Plan		234,571	110,849	24.53	86,122	17.81-24.53	28,266	231,032	22.56-24.53	3,152
Irish Sharesave Plan		11,599	–	–	10,731	17.81	868	–	–	–
2014	LTIP Part A	8,813,165	–	–	2,375,032	16.38-28.97	137,949	6,300,184	16.87-28.97	3,194,043
2024	LTIP Part A	–	1,391,123	36.38	–	–	7,581	1,383,542	36.38	–
2014	LTIP Part B	1,088,163	257,633	–	253,428	–	13,126	1,079,242	–	199,592
2024	LTIP Part B	–	32,686	–	–	–	–	32,686	–	–
		10,704,996	2,062,611		2,923,447		240,639	9,603,521		3,397,889

† Share option grants/awards also include the dividend equivalent shares accrued in relation to the vested LTIP B Restricted Share Awards (‘RSAs’).

* Share option lapses relate to those which have either been forfeited or have expired during the year.

174 BUNZL Annual Report 2024

For the options outstanding at 31 December 2024, the weighted average fair values and the weighted

average remaining contractual lives (being the time period from 31 December 2024 until the lapse date

of each share option) are set out below:

		Weighted average	Weighted average
		fair value of	remaining
		options	contractual life
		outstanding (£)	(years)
Sharesave Scheme		7.46	2.28
International Sharesave Plan		7.73	2.07
Irish Sharesave Plan		–	–
2014	LTIP Part A	4.26	6.36
2014	LTIP Part B	23.96	4.00
2024	LTIP Part A	7.61	9.70
2024	LTIP Part B	25.96	5.32

The outstanding share options and performance share awards are exercisable at various dates up to

September 2034.

22 Dividends

Total dividends for the years in which they are recognised are:

	2024	2023
	£m	£m
2022 interim		57.9
2022 final		151.8
2023 interim	61.0
2023 final	167.6
Total	228.6	209.7

Total dividends per share for the year to which they relate are:

		Per share
	2024	2023
Interim	20.1p	18.2p
Final	53.8p	50.1p
Total	73.9p	68.3p

The 2024 interim dividend of 20.1p per share was paid on 3 January 2025 and comprised £66.7m of

cash. The 2024 final dividend of 53. 8p per share will be paid on 2 July 2025 to shareholders on the

£177m of cash.

23 Bank guarantees

	2024	2023
	£m	£m
Bank guarantees	4.5	2.0

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:

	2024	2023
Peter Ventress	2,608	2,608
Frank van Zanten	269,899	225,612
Richard Howes	89,384	76,333
Pam Kirby	1,800	1,800
Lloyd Pitchford	4,000	4,000
Stephan Nanninga	10,000	–
Vin Murria	–	–
Jacky Simmonds	1,445	–
Daniela Barone Soares	519	–
Julia Wilson	1,302	–
Vanda Murray*	N/A	3,000
	380,957	313,353

* Vanda Murray retired as a director on 24 April 2024.

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 2024 and 3 March 2025, that were

notifiable under article 19 of the Market Abuse Regulation.

21 Share capital and share based payments continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 175

// 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

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 during

the year 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 2024 by the Group’s actuaries.

The purchase price for the buy-in contract based on conditions as at 10 December 2024 was £253m.

There was a reduction in the pension fund surplus following the transaction because the IAS 19 liability

for the insured benefits was estimated to be less than the purchase price. The difference between the

amount paid and the corresponding IAS 19 liabilities has been recognised as an actuarial loss within

return on plan assets in 2024.

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.

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 2024

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 2024 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 2023 plan year, Bunzl also used a prefunding balance to cover the

required contribution of $4.5m. The annual review as at 1 January 2025 is ongoing.

Risks

Following the buy-in for the UK defined benefit pension scheme in December 2024 the risk of material

change has been substantially mitigated. In June 2023, the High Court handed down a decision (Virgin

Media Limited v NTL Pension Trustees II Limited and others) which potentially has implications for the

validity of amendments made by pension schemes which were contracted-out on a salary-related basis

between 6 April 1997 and the abolition of contracting-out in 2016. The High Court ruled that any

amendments made to these pension schemes during the relevant period would be void unless the

scheme actuary had confirmed that the pension scheme would continue to satisfy the statutory

standard for contracted-out schemes. On 25 July 2024, the Court of Appeal upheld the original

decision. 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 it is currently unclear whether any additional liabilities

might arise, and if they were to arise, how they would be reliably measured. The Group will continue to

monitor developments.

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 both 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 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 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.

176 BUNZL Annual Report 2024

Financial information

The amounts included in the consolidated financial statements at 31 December were:

	2024	2023
Amounts included in the income statement	£m	£m
Defined contribution pension schemes	31.8	28.9
Defined benefit pension schemes
current service cost (net of contributions by employees)	2.3	3.4
Total included in employee costs excluding non-recurring pension scheme
credits	34.1	32.3
Defined benefit pension schemes
past service cost included in non-recurring pension scheme credits	(3.2)	–
Total included in employee costs	30.9	32.3
Amounts included in finance (income)/expense
Net interest income on defined benefit pension schemes in surplus	(3.1)	(3.2)
Net interest expense on defined benefit pension schemes in deficit	0.7	1.0
Total charge to the income statement	28.5	30.1

	2024	2023
Amounts recognised in the statement of comprehensive income	£m	£m
Actual return less expected return on pension scheme assets	(74.2)	5.2
Experience gain/(loss) on pension scheme liabilities	7.9	(2.2)
Impact of changes in financial assumptions relating to the present value of pension scheme liabilities	25.5	(7.7)
Impact of changes in demographic assumptions relating to the present value of pension scheme liabilities	5.7	7.6
Actuarial (loss)/gain on defined benefit pension schemes	(35.1)	2.9

The cumulative amount of net actuarial losses arising since 1 January 2004 recognised in the statement

of comprehensive income at 31 December 2024 was £67.2m (2023: £32.1m).

The principal assumptions used by the independent qualified actuaries for the purposes of IAS 19 were:

UK	2024	2023
Longevity at age 65 for current pensioners (years)	21.4	21.6
Longevity at age 65 for future pensioners (years)	22.3	22.8
US
Longevity at age 65 for current and future pensioners (years)	21.6	21.6

			UK			US
	2024	2023	2022	2024	2023	2022
Rate of increase in salaries	–	3.5%	3.6%	3.0%	3.0%	3.0%
Rate of increase in pensions	–	2.7%	2.7%	–	–	–
Discount rate	5.6%	4.8%	5.0%	5.4%	4.8%	5.0%
Inflation rate	2.8%	2.7%	2.7%	2.3%	2.3%	2.3%

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 2024 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	(6.7)	6.1	(2.7)	2.6	6.2	(6.7)
US	(2.1)	2.3	–	–	1.6	(1.6)

The market value of pension scheme assets and the present value of retirement benefit obligations at

31 December were:

	UK	US	Other	Total
2024	£m	£m	£m	£m
Equities	–	16.3	1.7	18.0
Bonds	–	54.0	9.5	63.5
Assets held by insurance company	211.6	–	–	211.6
Other	36.8	11.4	6.5	54.7
Total market value of pension scheme assets	248.4	81.7	17.7	347.8
Present value of funded obligations	(213.8)	(79.8)	(17.2)	(310.8)
Present value of unfunded obligations	–	(8.3)	(8.9)	(17.2)
Present value of funded and unfunded obligations	(213.8)	(88.1)	(26.1)	(328.0)
Defined benefit pension schemes in deficit	–	(6.4)	(9.6)	(16.0)
Defined benefit pension schemes in surplus	34.6	–	1.2	35.8
Total surplus/(deficit) before tax	34.6	(6.4)	(8.4)	19.8
Deferred tax	(8.7)	1.7	2.5	(4.5)
Total surplus/(deficit) after tax	25.9	(4.7)	(5.9)	15.3

25 Retirement benefits continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 177

// NOTES continued

Financial information continued

	UK	US	Other	Total
2023	£m	£m	£m	£m
Equities	–	25.1	1.4	26.5
Bonds	316.0	47.0	10.4	373.4
Other	0.3	15.0	9.7	25.0
Total market value of pension scheme assets	316.3	87.1	21.5	424.9
Present value of funded obligations	(251.0)	(84.8)	(21.4)	(357.2)
Present value of unfunded obligations	–	(9.3)	(9.0)	(18.3)
Present value of funded and unfunded obligations	(251.0)	(94.1)	(30.4)	(375.5)
Defined benefit pension schemes in deficit	–	(9.3)	(10.3)	(19.6)
Defined benefit pension schemes in surplus	65.3	2.3	1.4	69.0
Total surplus/(deficit) before tax	65.3	(7.0)	(8.9)	49.4
Deferred tax	(16.3)	2.5	2.8	(11.0)
Total surplus/(deficit) after tax	49.0	(4.5)	(6.1)	38.4

There is a net surplus of £34.6m (£25.9m after deferred tax) (2023: £65.3m (£49.0m after deferred tax))

on the UK scheme, which is recorded as a defined benefit pension asset on the balance sheet. In

accordance with IFRIC 14, the surplus on the scheme is recognised as a defined benefit asset because

the Group considers that it has an unconditional right to a refund of any surplus from the UK scheme.

Of the pension scheme assets, £118.3m (2023: £400.1m) are valued based on quoted market prices.

	2024	2023
Movement in net surplus/(deficit)	£m	£m
Beginning of year	49.4	39.9
Disposal of businesses	0.6	–
Current service cost	(2.3)	(3.4)
Past service credit	3.2	–
Contributions	1.2	6.9
Net interest income	2.4	2.2
Actuarial (loss)/gain	(35.1)	2.9
Currency translation	0.4	0.9
End of year	19.8	49.4

	2024	2023
Changes in the present value of defined benefit pension scheme liabilities	£m	£m
Beginning of year	375.5	381.6
Disposal of businesses	(2.3)	–
Current service cost	2.3	3.4
Past service credit	(3.2)	–
Interest expense	17.3	17.9
Contributions by employees	0.2	0.5
Actuarial (gain)/loss	(39.1)	2.3
Benefits paid	(22.5)	(23.7)
Currency translation	(0.2)	(6.5)
End of year	328.0	375.5

	2024	2023
Changes in the fair value of defined benefit pension scheme assets	£m	£m
Beginning of year	424.9	421.5
Disposal of businesses	(1.7)	–
Interest income	19.7	20.1
Actuarial (loss)/gain	(74.2)	5.2
Contributions by employer	1.2	6.9
Contributions by employees	0.2	0.5
Benefits paid	(22.5)	(23.7)
Currency translation	0.2	(5.6)
End of year	347.8	424.9

The actual return on pension scheme assets was a loss of £54.5m (2023: gain of £25.3m).

The Group expects to pay approximately £1.2m in contributions to the defined benefit pension

schemes in the year ending 31 December 2025 (expected as at 31 December 2023 for the year ending

31 December 2024: £1.3m) including none for the UK (expected as at 31 December 2023 for the year

ending 31 December 2024: none).

The weighted average duration of the defined benefit pension scheme liabilities at 31 December 2024

was approximately 13.0 years (2023: 14.0 years) for the UK and 7.6 years (2023: 8.2 years) for the US.

The total defined benefit pension scheme liabilities are divided between active members (£41.3m

(2023: £96.5m)), deferred members (£146.0m (2023: £142.7m)) and pensioners (£140.7m (2023:

£136.3m)).

25 Retirement benefits continued

178 BUNZL Annual Report 2024

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 2024, the Group paid a lump sum of £0.7m 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 2025

expected to be no more than £2.0m per annum.

26 Directors and employees

		Closing		Average
Number of employees	2024	2023	2024	2023
North America	8,780	8,724	8,817	8,712
Continental Europe	6,472	6,252	6,393	6,032
UK & Ireland	5,968	4,006	5,014	3,995
Rest of the World	5,682	5,462	5,456	4,255
	26,902	24,444	25,680	22,994
Corporate	76	84	76	78
	26,978	24,528	25,756	23,072

	2024	2023
Employee costs	£m	£m
Wages and salaries	1,052.2	991.8
Social security costs	114.7	110.3
Pension costs	34.1	32.3
Share based payments	17.2	15.4
	1,218.2	1,149.8
Non-recurring pension scheme credit	(3.2)	–
	1,215.0	1,149.8

In addition to the above, acquisition related items for the year ended 31 December 2024 include

deferred consideration of £45.5m (2023: £37.3m) relating to the retention of former owners

of businesses acquired.

	2024	2023
Key management remuneration	£m	£m
Salaries and short term employee benefits	9.0	8.9
Share based payments	3.5	3.2
Retirement benefits	0.6	0.6
	13.1	12.7

The Group revised its definition of key management personnel during the year and, for the purposes of

IAS 24 ‘Related Party Disclosures’, now considers it to be the directors of the Company and other

members of the Leadership team as disclosed on page 15. The comparatives for the prior year have

been restated on this basis from total key management remuneration of £10.9m to £12.7m.

	2024	2023
Directors’ emoluments	£m	£m
Non-executive directors	0.9	0.9
Executive directors:
remuneration excluding performance related elements	2.0	1.9
annual bonus	1.4	1.3
	4.3	4.1

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 (2023: £0.8m). The aggregate market value of performance share

awards exercised by directors under long term incentive schemes during the year was £1.5m (2023:

£2.9m). The aggregate market value of share awards exercised by directors under the DASBS was £1.9m

(2023: £1.1m).

25 Retirement benefits continued

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 179

// NOTES continued

27 Lease liabilities

The Group leases certain property, plant, equipment and vehicles under non-cancellable operating

lease agreements. These leases have varying terms and renewal rights. Details of the Group’s right-of-

use assets recognised under these lease agreements are shown in Note 12.

Movement in lease liabilities

	2024	2023
	£m	£m
Beginning of year	664.5	569.9
Acquisitions (Note 9)	73.7	16.2
Disposal of businesses (Note 10)	(0.4)	–
Transferred to liabilities held for sale	(1.6)	–
New leases	161.3	136.7
Interest charge in the year	38.5	28.6
Payment of lease liabilities	(216.7)	(188.0)
Remeasurement adjustments	50.4	122.1
Currency translation	(15.6)	(21.0)
End of year	754.1	664.5
Ageing of lease liabilities:
Current lease liabilities	180.4	152.1
Non-current lease liabilities	573.7	512.4
End of year	754.1	664.5

As at 31 December 2024, the Group had £1.1m (2023: £11.9m) 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

31 December 2024. In relation to leases which are included in lease liabilities, there are potential further

future cash flows of £52.8m (2023: £67.8m) if termination options are not exercised and extension

options are exercised.

The cash outflow for low value and short term leases was £5.0m for the year ended 31 December 2024

(2023: £4.6m).

28 Cash, cash equivalents and overdrafts and net debt

	2024	2023
	£m	£m
Cash at bank and in hand	1,369.1	1,377.1
Money market funds	63.8	49.0
Cash and cash equivalents	1,432.9	1,426.1
Bank overdrafts	(987.9)	(874.2)
Cash, cash equivalents and overdrafts	445.0	551.9
Interest bearing loans and borrowings – current liabilities	(619.2)	(130.0)
Interest bearing loans and borrowings – non-current liabilities	(1,361.7)	(1,417.1)
Derivatives managing the interest rate risk and currency profile of the debt	(75.5)	(90.3)
Net debt excluding lease liabilities	(1,611.4)	(1,085.5)
Lease liabilities (Note 27)	(754.1)	(664.5)
Net debt including lease liabilities	(2,365.5)	(1,750.0)

The cash at bank and in hand and bank overdrafts amounts included in the table above include the

amounts associated with the Group’s cash pool. The cash pool enables the Group to access cash in its

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:

	2024	2023
	£m	£m
Cash at bank and in hand net of amounts in the cash pool	406.9	520.8
Money market funds	63.8	49.0
Bank overdrafts net of amounts in the cash pool	(25.7)	(17.9)
Cash, cash equivalents and overdrafts	445.0	551.9

180 BUNZL Annual Report 2024

29 Movement in net debt

	Cash, cash	Interest
	equivalents	bearing
	and	loans and
	overdrafts	borrowings	Derivatives	Net debt
2024	£m	£m	£m	£m
Beginning of year excluding lease liabilities	551.9	(1,547.1)	(90.3)	(1,085.5)
Cash flow excluding movements in other components
of net debt	(405.7)	–	–	(405.7)
Interest paid excluding interest on lease liabilities	(126.6)	–	–	(126.6)
Increase in borrowings	561.7	(561.7)	–	–
Repayment of borrowings	(132.9)	132.9	–	–
Receipts on settlement of foreign exchange contracts	24.2	–	(24.2)	–
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)	–	(754.1)	–	(754.1)
End of year including lease liabilities	445.0	(2,735.0)	(75.5)	(2,365.5)

		Interest
	Cash, cash	bearing
	equivalents	loans and
	and overdrafts	borrowings	Derivatives	Net debt
2023	£m	£m	£m	£m
Beginning of year excluding lease liabilities	678.1	(1,735.0)	(103.2)	(1,160.1)
Cash flow excluding movements in other components
of net debt	143.1	–	–	143.1
Interest paid excluding interest on lease liabilities	(107.6)	–	–	(107.6)
Repayment of borrowings	(159.5)	159.5	–	–
Receipts on settlement of foreign exchange contracts	21.6	–	(21.6)	–
Net cash (outflow)/inflow	(102.4)	159.5	(21.6)	35.5
Non-cash movement in debt	–	(20.8)	21.5	0.7
Realised gain on foreign exchange contracts	–	–	21.6	21.6
Currency translation	(23.8)	49.2	(8.6)	16.8
End of year excluding lease liabilities	551.9	(1,547.1)	(90.3)	(1,085.5)
Lease liabilities (Note 27)	–	(664.5)	–	(664.5)
End of year including lease liabilities	551.9	(2,211.6)	(90.3)	(1,750.0)

30 Cash flow from operating activities

The tables below give further details on the adjustments for depreciation and software amortisation,

other non-cash items and the working capital movement shown in the Consolidated cash flow

statement.

	2024	2023
Depreciation and software amortisation	£m	£m
Depreciation of right-of-use assets	186.1	166.1
Other depreciation and software amortisation	49.7	41.1
	235.8	207.2

	2024	2023
Other non-cash items	£m	£m
Share based payments	17.2	15.4
Provisions	0.6	(13.1)
Retirement benefit obligations	1.1	(3.5)
Hyperinflation accounting adjustments	6.0	2.1
Other	(6.3)	5.6
	18.6	6.5

	2024	2023
Working capital movement	£m	£m
(Increase)/decrease in inventories	(94.3)	108.1
Decrease/(increase) in trade and other receivables	0.7	(9.9)
Decrease in trade and other payables	(3.5)	(126.6)
	(97.1)	(28.4)

31 Related party disclosures

The Group has identified the directors of the Company, their close family members, the Group’s defined

benefit pension schemes and its key management as related parties for the purpose of IAS 24. 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 eliminated on

consolidation.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 18 1

// COMPANY BALANCE SHEET

at 31 December 2024

Notes

2024

£m

2023

£m

Assets

Property, plant and equipment 3 0.4 0.5

Right-of-use assets 4 2.3 2.9

Intangible assets 3 0.7 0.9

Investments 5 765.1 752.9

Defined benefit pension asset 11 34.6 65.3

Total non-current assets 803.1 822.5

Trade and other receivables 7 1,431.1 1,309.0

Cash at bank and in hand 31.6 13.1

Total current assets 1,462.7 1,322.1

Total assets 2,265.8 2,144.6

Liabilities

Provisions 9 (0.9) (0.9)

Lease liabilities 10 (1.7) (2.4)

Deferred tax liability 6 (4.5) (12.5)

Total non-current liabilities (7.1) (15.8)

Trade and other payables 8 (161.1) (104.7)

Lease liabilities 10 (0.7) (0.7)

Total current liabilities (161.8) (105.4)

Total liabilities (168.9) (121.2)

Net assets 2,096.9 2,023.4

Capital and reserves

Share capital 12 106.4 108.6

Share premium 212.1 205.2

Other reserves 5.6 5.6

Capital redemption reserve 13 18.4 16.1

Profit and loss account

†

13 1,754.4 1,687.9

Total shareholders’ funds 2,096.9 2,023.4

The financial statements on pages 182 to 187 were approved by the Board of Directors of Bunzl plc

(Company registration number 358948) on 3 March 2025 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 184 to 187 form part of these financial statements.

† Profit and loss account includes a net profit after tax for the year of £622.8m (2023: £91.9m). 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.

182 BUNZL Annual Report 2024

// COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2024

Profit and loss account

capital

£m

premium

£m

Other

reserves

£m

Capital

redemption

reserve

£m

Own

£m

Retained

earnings

£m

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 622.8 622.8

Other comprehensive income/(expense)

Actuarial loss on defined benefit pension scheme (36.7) (36.7)

Income tax credit on other comprehensive expense 9.2 9.2

Total comprehensive income 595.3 595.3

2023 interim dividend (61.0) (61.0)

2023 final dividend (167.6) (167.6)

Issue of share capital 0.1 6.9 7.0

Own shares purchased for cancellation (301.2) (301.2)

Own shares cancelled (2.3) 2.3 –

Employee trust shares (16.6) (16.6)

Movement on own share reserves 24.2 (24.2) –

Share based payments (net of tax) 17.6 17.6

At 31 December 2024 106.4 212.1 5.6 18.4 (63.3) 1,817.7 2,096.9

Profit and loss account

capital

£m

premium

£m

Other

reserves

£m

Capital

redemption reserve

£m

Own

£m

Retained

earnings

£m

Total

shareholders’

funds

£m

At 1 January 2023 108.5 199.4 5.6 16.1 (63.4) 1,880.2 2,146.4

Profit for the year 91.9 91.9

Other comprehensive income/(expense)

Actuarial loss on defined benefit pension scheme (1.8) (1.8)

Income tax credit on other comprehensive expense 0.5 0.5

Total comprehensive income 90.6 90.6

2022 interim dividend (57.9) (57.9)

2022 final dividend (151.8) (151.8)

Issue of share capital 0.1 5.8 5.9

Employee trust shares (25.2) (25.2)

Movement on own share reserves 17.7 (17.7) –

Share based payments (net of tax) 15.4 15.4

At 31 December 2023 108.6 205.2 5.6 16.1 (70.9) 1,758.8 2,023.4

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 183

// 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 2024. 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 2024 are disclosed in the Related

undertakings Notein the Shareholder information section on pages 195 to 200.

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 (2023: 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 (2023: 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 2024, the only source of

estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying

amounts of assets and liabilities within the next financial year is the measurement of the defined

benefit pension scheme liability which is explained in Note 2y to the consolidated financial statements.

184 BUNZL Annual Report 2024

3 Property, plant and equipment and intangible assets

Short

leasehold

improvement

£m

Fixtures,

fittings and

equipment

£m

Total

tangible

assets

£m

Total

intangible

assets

£m

Cost

Beginning of year 0.5 1.8 2.3 2.4

Additions – – – 0.2

End of year 0.5 1.8 2.3 2.6

Accumulated depreciation and amortisation

Beginning of year 0.2 1.6 1.8 1.5

Charge in year – 0.1 0.1 0.4

End of year 0.2 1.7 1.9 1.9

Net book value at 31 December 2024 0.3 0.1 0.4 0.7

Net book value at 31 December 2023 0.3 0.2 0.5 0.9

4 Right-of-use assets: Property

Net book value

2024

£m

2023

£m

Beginning of year 2.9 3.6

Depreciation charge in the year (0.6) (0.7)

End of year 2.3 2.9

5 Investments

Investments in subsidiary undertakings

2024

£m

2023

£m

Cost

Beginning of year 756.2 744.3

Additions 12.2 11.9

End of year 768.4 756.2

Impairment provisions

Beginning and end of year 3.3 3.3

Net book value at 31 December 765.1 752.9

6 Deferred tax asset/(liability)

Recognised deferred tax assets net of deferred tax liabilities are attributable to the following:

Defined

benefit

pension

scheme

£m

Share based

payments

£m

Other

£m

Net deferred

tax asset/

(liability)

£m

At 31 December 2022/1 January 2023 (14.8) 3.4 0.2 (11.2)

Recognised in profit or loss (2.0) – 0.2 (1.8)

Recognised in other comprehensive income or directly

in equity 0.5 – – 0.5

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 (8.7) 3.8 0.4 (4.5)

No deferred tax asset has been recognised in respect of unutilised capital losses of £60.7m (2023:

£60.7m).

7 Trade and other receivables

2024

£m

2023

£m

Amounts owed by Group undertakings 1,426.1 1,302.0

Prepayments and other debtors 5.0 7.0

1,431.1 1,309.0

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. The amounts owed by Group undertakings are classified as a current asset as the Company

expects to realise the asset in its normal operating cycle.

8 Trade and other payables

2024

£m

2023

£m

Trade payables 3.5 0.9

Amounts owed to Group undertakings 82.2 82.2

Other tax and social security contributions 0.4 0.5

Income tax payable 4.0 3.8

Accruals 71.0 17.3

161.1 104.7

Amounts due to Group undertakings are repayable on demand and are not interest bearing.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 185

// NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

9 Provisions

2024

£m

2023

£m

Beginning and End of year 0.9 0.9

The provisions relate to properties, where amounts are held against liabilities for repairs and

dilapidations, and other claims.

10 Lease liabilities

2024

£m

2023

£m

Beginning of year (3.1) (3.8)

Interest charge in the year (0.1) (0.1)

Payments of lease liabilities 0.8 0.8

End of year (2.4) (3.1)

Ageing of lease liabilities:

Current lease liabilities (0.7) (0.7)

Non-current lease liabilities (1.7) (2.4)

End of year (2.4) (3.1)

11 Retirement benefits

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

Company is exposed in relation to the UK defined benefit pension scheme together with the principal

assumptions used and sensitivity to changes in assumptions are detailed in Note 25 to the consolidated

financial statements. The amounts included in the Company financial statements relating to the defined

benefit pension scheme at 31 December were:

Amounts included in profit for the year

2024

£m

2023

£m

Current service cost (net of contributions by employees) 0.3 0.7

Past service credit (3.2) –

Net interest income (3.1) (3.1)

Contributions paid by participating subsidiaries linked to service – (0.3)

Total credit to profit for the year (6.0) (2.7)

Amounts recognised in other comprehensive income

2024

£m

2023

£m

Actual return less expected return on pension scheme assets (71.0) 0.4

Experience loss on pension scheme liabilities 8.0 (0.7)

Impact of changes in assumptions relating to the present value of pension

scheme liabilities 26.3 (1.5)

Actuarial loss on defined benefit pension scheme (36.7) (1.8)

Total charge to other comprehensive income (36.7) (1.8)

Movement in defined benefit pension scheme surplus

2024

£m

2023

£m

Beginning of year 65.3 59.3

Current service cost (0.3) (0.7)

Past service credit 3.2 –

Contributions – 5.4

Net interest income 3.1 3.1

Actuarial loss (36.7) (1.8)

End of year 34.6 65.3

Changes in the present value of defined benefit pension scheme liabilities

2024

£m

2023

£m

Beginning of year 251.0 247.0

Current service cost 0.3 0.7

Past service credit (3.2) –

Interest expense 12.1 12.1

Contributions by employees 0.2 0.4

Actuarial (gain)/loss (34.3) 2.2

Benefits paid (12.3) (11.4)

End of year 213.8 251.0

Changes in the fair value of defined benefit pension scheme assets

2024

£m

2023

£m

Beginning of year 316.3 306.3

Interest income 15.2 15.2

Actuarial (loss)/gain (71.0) 0.4

Contributions by the Company – 5.1

Contributions by participating subsidiaries – 0.3

Contributions by employees 0.2 0.4

Benefits paid (12.3) (11.4)

End of year 248.4 316.3

The actual return on pension scheme assets was a loss of £55.8m (2023: gain of £15.6m). 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 active members (£nil (2023: £45.6m)), deferred members (£101.7m (2023: £98.4m))

and pensioners (£112.1m (2023: £107.0m)).

186 BUNZL Annual Report 2024

12 Share capital

2024

£m

2023

£m

Issued and fully paid ordinary shares of 32

⁄

p each 106.4 108.6

Number of ordinary shares in issue and fully paid

2024 2023

Beginning of year 338,021,077 337,667,846

Cancelled (7,223,430) –

Issued – option exercises 378,873 353,231

End of year 331,176,520 338,021,077

13 Reserves

The capital redemption reserve of £18.4m (2023: £16.1m) 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 £63.3m (2023: £70.9m) 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 £2,049.0m (2023: £1,614.4m) 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 71

(2023: 66) and the aggregate employee costs relating to these persons were:

2024

£m

2023

£m

Wages and salaries 13.8 12.5

Social security costs 1.8 1.6

Share based payments 1.7 1.6

Pension costs 1.1 0.9

18.4 16.6

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 195 to 200.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 187

// STATEMENT OF DIRECTORS’ RESPONSIBILITIES

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 Richard Howes

Chief Executive Chief Financial

Officer Officer

3 March 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE ANNUAL REPORT AND

THE FINANCIAL STATEMENTS

188 BUNZL Annual Report 2024

// INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC

REPORT ON THE AUDIT OF THE

FINANCIAL STATEMENTS

Opinion

In our opinion:

• Bunzl plc’s Group 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

2024 and of the Group’s profit and the Group’s cash flows for the year then ended;

• the Group 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, which comprise: the

Consolidated balance sheet and the Company balance sheet as at 31 December 2024; the Consolidated

income statement, the Consolidated statement of comprehensive income, the Consolidated cash flow

statement, the Consolidated statement of changes in equity and 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 Group 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 Group 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.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s

Ethical Standard were not provided.

Other than those disclosed in note 5 to the Group financial statements, we have provided no non-audit

services to the Company or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope • We performed full scope audits or other procedures over the financial

information of 49 components spread across 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, taxation, 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

83% (2023: 95%) 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 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 66% of Group revenue.

Key audit

matters

• Valuation of intangible assets acquired in a business combination (Group)

• Valuation of defined benefit schemes’ obligations (Group and parent)

Materiality • Overall Group materiality: £43.0 million (2023: £42.0 million) based on 5% of

Overall Group materiality: £43.0 million (2023: £42.0 million) based on 5% of

adjusted profit before tax.

• Overall Company materiality: £22.0 million (2023: £20.0 million) based on 1%

of total assets (2023: 1% of net assets).

• Performance materiality: £32.0 million (2023: £31.5 million) (Group) and

£16.5million (2023: £15.0 million) (Company).

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 189

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 a business combination (Group)

Refer to the Audit Committee

report and note 2 and note 9 of

the Group financial statements.

The Group has recognised

customer and supplier

relationship assets of £284.6

million (2023: £229.5 million),

brands of £83.3 million (2023:

£10.6 million) and provisional

goodwill of £357.8 million (2023:

£130.6 million) from acquisitions

in the year.

£124.6 million of customer and

supplier relationship assets,

£78.3 million of brands and

£187.5 million of provisional

goodwill relate to the Nisbets

acquisition.

Given that the Group continues

to make a significant investment

in acquisitions, including the

acquisition of Nisbets in the year,

the valuation of intangible assets

acquired in a business

combinations is an area of audit

focus due to the level of

judgement involved in the

valuation.

Management uses external valuation experts for large acquisitions

to assist in the valuation of the intangible assets acquired in

business combinations. Where management has relied on such

experts, with the support of our own valuation experts, we

assessed their objectivity and competence and tested the results of

their work. For smaller acquisitions, management prepares its own

valuation models or, for the Group’s smallest acquisitions, relies on

the historical split of the purchase price from previous acquisitions.

In testing the value of the intangible assets acquired, we focused

our testing on Nisbets given its magnitude but also performed

limited testing on certain other acquisitions on a sample basis, in

particular assessing the following areas:

• We assessed the methodology and key assumptions used in

determining the value of brands and customer and supplier

relationship assets for the most significant acquisitions;

• We determined whether the cash flows applied within the

valuation models and the key assumptions, such as the discount

rates, customer attrition, useful economic lives, royalty rates and

the lead time on supplier relationships, were supportable;

• We evaluated the consideration paid or payable in respect of

certain acquisitions, which include cash and deferred and

contingent consideration; and

• We considered the disclosures in note 2 and note 9 of the Group

financial statements.

We noted no material issues from our testing.

Key audit matter How our audit addressed the key audit matter

Valuation of defined benefit schemes’ obligations (Group and Company)

Refer to the Audit Committee report, note 2 and

note 25 of the Group 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 £19.8

million at the current year end (2023: net surplus

of £49.4 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 rates, discount

rates and salary increases. 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.

In December 2024, the Trustees of the UK

scheme executed a bulk annuity buy-in

transaction to insure the vast majority of the

benefit obligations of the scheme. The annuity

policy’s value (£211.6 million) was aligned with the

IAS 19 liability, excluding GMP equalisation

liabilities of approximately £2.0 million. The

valuation of the UK defined benefit pension

scheme was updated by the Group’s actuaries as

at 31 December 2024. The UK pension fund

experienced a reduction in its surplus as a result

of the buy-in transaction that resulted in an

actuarial loss, recognised within the actual return

less expected return on pension scheme assets

for the current year.

The valuation of defined benefit schemes’

obligations is considered a key accounting matter

given the quantum of the balances and the

judgement involved in determining the

associated actuarial assumptions.

We used our own actuarial experts to satisfy

ourselves that the assumptions used in calculating

the US and UK pension scheme liabilities were

appropriate, comparing these assumptions with

our internally developed benchmarks.

In each case we considered the assumptions

madeby management to be reasonable in light

ofthe available evidence. We also performed

procedures to satisfy ourselves over the

completeness and accuracy of the employee

dataused in the calculations.

We reviewed the UK pension scheme buy-in

contract to confirm the existence of the insurance

asset and the nature of the buy-in transaction. We

verified the benefits covered by the buy-in,

identifying any member benefits not included, to

confirm the accuracy of the carrying amount of the

associated asset.

We tested the buy-in asset value at year-end,

ensuring it equated to the value of the associated

defined benefit obligation assessed by our actuarial

experts. We also traced the consideration involved

in the transaction to independent confirmations

and disinvestment statements and ensured the

appropriate accounting treatment was adopted

bymanagement.

We noted no material issues from our testing.

// INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued

190 BUNZL Annual Report 2024

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the Group and the

Company, the accounting processes and controls, and the industry in which they operate.

In response to the introduction of International Standard on Auditing 600 (Revised), ‘Special

Considerations – Audits of Group Financial Statements (Including the Work of Component Auditors)’,

and Bunzl’s ongoing investment in its Internal Control Essentials (ICE) programme, which aims to

further enhance the Group’s internal control environment, we revisited our historical audit scoping

approach, to ensure greater effectiveness whilst maintaining sufficient coverage. This led us to reduce

our coverage in 2024 compared with 2023.

We identified one component that we considered significant due to size, being North America, and one

component that we considered significant due to risk, being Nisbets, where full scope audits were

performed. The Nisbets component team also supported our testing on the opening acquisition

balance sheet. We identified one further material component, being Australia, where a full scope audit

was also performed. In addition, full scope audits were performed across a further 41 components in

Brazil, France, Spain, the Netherlands and UK&I. An audit of one or more FSLIs or specified procedures

at a further 5 components in the Netherlands and UK&I was also performed.

Specific audit procedures in relation to various Group activities, including consolidation, taxation,

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 83% (2023: 95%) 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 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 66% of Group revenue.

Where work was performed by component auditors, detailed instructions were issued by the Group

team. For in-scope components, oversight procedures included regular communication with the

component teams, site visits through the 2024 audit cycle, reviewing the working papers of certain

components and attending the local clearance meetings by video conference.

The impact of climate risk on our audit

As part of the audit, we inquired of management to understand and evaluate the Group’s risk

assessment process in relation to climate change. Management has sought advice from external

sustainability experts to help them understand the environmental challenges they face, and to source

science-based inputs for their assessment of climate risk. We reviewed management’s paper, which

sets out their assessment of climate change risk to the Group and the impact, if any, on the financial

statements.

In evaluating the completeness of the risks identified, we assessed the objectivity and competence

ofmanagement’s experts, 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 challenged management on how they considered the Group’s net zero commitment in

theirassessment.

In responding to the risk 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 our knowledge from our audit. Our responsibility over other

information is further described in the Reporting on other information section of our report.

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 – Group Financial statements – Company

Overall materiality £43.0 million (2023: £42.0 million). £22.0 million (2023: £20.0 million).

How we determined it 5% of adjusted profit before tax 1% of total assets (2023: 1% of net assets)

Rationale for

benchmark applied

Given that the Group’s

businesses are profit oriented

and the directors use adjusted

profit measures to assess the

performance of the business,

weconsider that adjusted profit

before tax is the best

benchmarkto use.

Considering the nature of the business

and the activities in Bunzl plc (which is

aholding Company) we used the

Company's total asset value as a basis for

the calculation of the overall materiality

level in the current year to be consistent

with other non-trading companies across

the Group.

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 £140,000

and £36,500,000. 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% (2023: 75%) of overall materiality, amounting to £32.0

million (2023: £31.5 million) for the Group financial statements and £16.5 million (2023: £15.0 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 £2.1 million (Group audit) (2023: £2.0 million) and £1.1 million (Company audit) (2023:

£2.0 million) as well as misstatements below those amounts that, in our view, warranted reporting for

qualitative reasons.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 191

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’

sensitised cases, and evaluated whether the directors’ conclusion that headroom remained in all

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.

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 2024 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.

// INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued

192 BUNZL Annual Report 2024

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.

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 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 meet 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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 193

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

Following the recommendation of the Audit Committee, we were appointed by the directors on 19 May

2014 to audit the financial statements for the year ended 31 December 2014 and subsequent financial

periods. The period of total uninterrupted engagement is 11 years, covering the years ended 31

December 2014 to 31 December 2024.

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

3 March 2025

// INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BUNZL PLC continued

194 BUNZL Annual Report 2024

// SHAREHOLDER INFORMATION

Related undertakings as at 31December 2024

In accordance with section 409 of the Companies Act 2006 a full list of Bunzl plc’s subsidiary

undertakings and other shares held by the Company as at 31 December 2024 is disclosed below. The

registered office address of each entity or, in the case of unincorporated entities, the principal place of

business, is disclosed on pages 195 to 200. Unless otherwise stated the subsidiary undertakings listed

are wholly owned and held indirectly by Bunzl plc with ordinary shares issued (or the equivalent of

ordinary shares in the relevant country of incorporation). In some of the jurisdictions in which the

Group operates share classes are not defined and in these instances, for the purposes of this

disclosure, the shares issued have been classified as ordinary shares. Bunzl plc does not have any

associated undertakings, other than those listed below, and has no joint venture companies.

SHAREHOLDER INFORMATION

Subsidiary undertakings Registered office address

Australia

Atlas Health Care Pty Ltd 1

Bunzl Australasia Limited 2

Bunzl Brands & Operations Pty Limited 3

Bunzl Catering Supplies Limited 1

Bunzl Food Processor Supplies Pty Ltd 1

Bunzl Outsourcing Services Limited 1

Containit Pty Ltd

(iii)

(80%) 3

Cubro Pty Limited (72%) 2

Fire Rescue Safety Australia Pty Ltd (80%) 4

GRC Medical Pty Ltd 2

Inkell Pty. Limited 1

Interpath Services Pty. Ltd. 2

Melbourne Cleaning Supplies Pty Ltd

(iii)

Multipoint Technologies Pty Ltd (75.1%) 2

Network Packaging Pty Limited 3

Nisbets Australia Pty Limited (60%) 5

Obex Australia Holdings Pty Ltd 2

Powervac Pty Ltd 1

Robertsons Lifting & Rigging Pty Limited 3

Sanicare Australia Pty Ltd 2

Worksense Workwear and Safety Pty Limited 3

Austria

Bunzl Holdings Austria GmbH 6

Meier Verpackungen GmbH 6

Subsidiary undertakings Registered office address

Lanlimp Descartáveis e Limpeza Ltda. (70%) 24

Manulatex Leal Ltda. (49%) 21

MCR Safety de Brasil Distribuiacao de

Equipamentos 25

Medcorp Saúde tecnologia Ltda 20

Octomed Comércio de Produtos

Médicos Ltda. 26

Pactual Comércio de Descartáveis e

Limpeza Ltda. (70%) 27

Rcl Importação, Comércio E Locação De

Materiais Médico Hospitalares Ltda. 18

Rcl Sports Importação E Comércio De

Materiais Hospitalares Ltda. 18

RCL7 Participações Ltda. 18

SP Equipamentos de Proteção ao

trabalho e MRO Ltda. 28

SP Intervention Ltda. 29

VCH – Importadora, Exportadora e

Distribuição de Produtos Ltda. 30

Canada

1343696 Alberta Ltd. 31

1343701 Alberta Ltd. 31

A Miracle Sanitation Supply Co. Inc. 32

Bunzl Canada, Inc. 33

Clean Spot Inc.

(ii)

Dura Plus Inc. 34

Ghost Distribution Inc. 35

McCue Corporation Canada (96.9%) 36

PackPro Systems Inc.

(iii)

(85%) 37

Tingley Inc. 38

Chile

B2B Web Distribuicao de Produtos Chile SpA 39

Bunzl Chile Holdings SpA 39

DPS Chile Comercial Limitada 40

Tecno Boga Comercial Limitada 41

Vicsa Safety Comercial Limitada 42

China

Bunzl Trading (Shanghai) Limited 43

Diversified Distribution Systems Trading

(Shanghai) Ltd. 44

Subsidiary undertakings Registered office address

Belgium

AFL Belgium BV (90%) 7

Établissements Glorieux SA 8

King Belgium NV 9

Total Safety Supply Belgium BVBA 10

Varia-Pack NV 11

Brazil

BR Hommed Comércio de Materiais Médicos

Ltda. 12

Bunzl Equipamentos para Proteção

Individual Ltda. 13

Canada Central de Negócios do Brasil Ltda. 14

Corsul Comercio e Representações do Sul

Ltda. 15

Corsul Representações Comerciais Ltda. 15

Dental Sorria Ltda. 16

DLA Soluções Médicas Ltda. 17

DME Serviços em Saúde ltda. 18

DVT Comércio, Importação E Exportação

Ltda. 19

Endolog Logística e Armazéns Ltda. 20

Full Safe Equipamentos de Proteção Ltda. 21

Indústria e Comércio Leal Ltda. 13

Irudek Brazil Importação, Exportação,

Comercio e Sericos de Proteção e Segurança

Ltda (65.8%) 22

Labor Import Comercial Importadora

Exportadora Ltda 23

Subsidiary undertakings Registered office address

Keenpac (Shenzhen) Trading Company

Limited 45

McCue (Xiamen) Safety Technologies

Co., Ltd (96.9%) 46

MCR Safety Products Foshan Co., Ltd. 48

Red Ribbon Trading (Shenzhen) Co. Ltd (80%) 49

Shanghai Cosafety Technology Co., Ltd. 50

Shanghai Yinghao Protection

Technology Co., Ltd. 52

Vicsa Commerce and Trading

(Shanghai) Co., Ltd 53

Colombia

B2B Web Distribuição De Produtos Colombia

Spa S.A.S 54

Importadores Exportadores Solmaq S.A.S 55

MCR Safety Colombia S.A.S. 56

Vicsa Steelpro Colombia S.A.S. 57

Czech Republic

Blyth s.r.o. 58

Bunzl CS s.r.o. 59

VM Footwear s.r.o. (70%) 60

VM Obuv s.r.o. (70%) 60

Denmark

Bunzl Distribution Danmark A/S 61

Bunzl Holding Nordic A/S 61

Clean Care A/S 62

ICM A/S (78.9%) 63

MultiLine A/S 64

PM Pack A/S (70%) 65

Finland

Pamark Business Oy 66

France

Adage SAS 67

Alpes Entretien Distribution SAS 68

Blanc SAS 69

Bourgogne Hygiene Entretien SAS 70

Bunzl Holdings France SAS 71

Comatec SAS 72

Comodis 73

Daugeron & Fils SAS 74

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 195

Subsidiary undertakings Registered office address

Fichot Hygiene SAS 75

France Sécurité SAS 76

Gama 29 SAS 77

Groupe Comptoir SAS 78

Hedis SAS 79

Industrie du Compactage Alimentaire Hygiene

ICA Hygiene L'image du Propre SAS 80

Keenpac France SAS 81

Ligne T SAS 82

Mat'hygiene SAS 83

Nicolas Entretien SAS 84

Nisbets France EURL (80%) 85

ORRU SAS 86

PLG Finances SAS 87

PLG SAS 87

SCI des Saules SCI 67

SNC FANGO 88

SNC Figarella 88

SNC Flora 88

SNC Fremur 88

SNC JANE AVRIL 88

SNC Josette Baiz 88

Société Civile Immobilière Sainte

ClaireDeville SC 67

Sodiscol SAS 89

Sopecal Hygiene SAS 90

Germany

Arbeitsschutz-Express GmbH (66%) 91

Bunzl Großhandel GmbH 92

Bunzl Holding GmbH

(iii)

Bunzl Holding No. 2 GmbH (75%) 92

hygi GmbH & Co. KG (75%) 93

hygi.de Import GmbH (75%) 93

hygi.de Management GmbH (75%) 93

Majestic GmbH 94

McCue Europe GmbH 95

Nisbets Deutschland GmbH (80%) 96

Subsidiary undertakings Registered office address

TRC Protective Footwear, S.A. de C.V.

(iii)

123

Web Distribucion Safety Mexico, S.

de R.L. de C.V.

(iii)

124

Morocco

Proin Maroc, S.à r.l. 125

Netherlands

AFL Groep B.V. (90%) 126

Allshoes Benelux B.V. 127

Bunzl Netherlands Holdings B.V. 128

Bunzl Outsourcing Services B.V. 128

Bunzl Verpakkingen Arnhem B.V. 129

De Ridder B.V. 130

Ecotools B.V. 131

E-TALES B.V. (51%) 132

GLO Brands B.V. 128

Groveko B.V. (93.7%) 133

Groveko Group Holdings B.V. (93.7%) 128

Holland Packaging B.V. (75%) 134

King Nederland B.V. 135

Le Roux Verpakkingen & Disposables B.V.

(75.1%) 136

Majestic Products B.V. 137

MCR Safety Europe B.V. 138

Nisbets Europe B.V. (80%) 139

QS Nederland B.V. 140

Worldpack Trading B.V. 141

New Zealand

Alach Limited (72%) 142

Bunzl New Zealand Holdings (No. 2) Limited

(iii)

143

Bunzl New Zealand Holdings Limited

(iii)

(99.1%) 143

Bunzl Outsourcing Services NZ Limited 144

CB Med Limited (75%) 145

Corded Strap (NZ) Limited 146

Cubro Holdings Limited

(iii)

(72%) 142

Cubro Limited (72%) 142

Cubro Vision Limited (72%) 142

DBM Medical Limited (75%) 145

Downs Distributors Limited (99.1%) 143

Subsidiary undertakings Registered office address

Hong Kong

Bunzl Asia Limited

(iii)

Bunzl Retail Services of Hong Kong Limited 98

Keenpac Asia Limited 99

MCR Safety Asia Company Limited 100

Nisbets Asia Limited (80%) 101

Hungary

Bunzl Magyarország Kft. 102

India

Nisbets India Private Limited (79.9%) 104

Ireland

Abco Kovex Limited (98%) 105

Bunzl Ireland Limited 105

G.H. Pittman Limited

(iii)

106

Thomas McLaughlin (Ireland) Limited 105

Israel

M.S. Global Limited 107

Meichaley Zahav Packages Ltd 108

Silco (Utensils) A.S. Limited

(iii)

107

Italy

B2B Distribution Italy Holdings S.r.l. 109

Irudek Italia, S.R.L. (75%) 110

Keenpac Italia S.r.l. 111

Neri S.p.A. 109

Secure Service S.r.l. 112

Malaysia

Medshop Malaysia Sdn. Bhd. (75.1%) 113

Mexico

Bunzl De Mexico S. De R. L. De C.V

(iii)

114

Bunzl Retail Services of Mexico, S. de R.L.

de C.V.

(iii)

115

Bunzl Servicios, S. De R. L. De C.V

(iii)

114

Cool Pak AG Packaging, S. de R. L. de C.V.

(iii)

116

Cool Pak Exports S. de R.L. de C.V.

(iii)

117

Espomega S. de R.L. de C.V.

(iii)

118

Pico Textil, S. de R.L. de. C.V. 119

Proepta, S.A. DE C.V.

(iii)

120

Shelby Manufacturing de México, S.A. de C.V. 121

Steel pro S.A de C.V.

(iii)

122

Subsidiary undertakings Registered office address

Euromedical Limited (72%) 142

Fire Rescue Safety New Zealand Limited

(80%) 147

ICB Cleaning Supplies Limited 144

Isobex Medical Limited (99.1%) 143

Mobility Hub Limited (72%) 142

Morton and Perry Limited (72%) 142

Nelson Packaging Supplies Limited 146

Nisbets New Zealand Limited (60%) 148

Obex (NZ) Limited (99.1%) 143

Obex Medical Limited (99.1%) 143

Opritech (NZ) Limited (72%) 142

Opritech Limited (72%) 142

Orthomed NZ Limited (75%) 145

OXC (NZ) Limited

(ii)

(99.1%) 143

Surgical Innovations Limited (75%) 145

Toomac Holdings Limited 149

Universal Specialities Limited (90%) 144

Norway

ArtTradingAS 150

CulinaAS 150

CulinaNorgeAS 150

Peru

B2B Web Distribuicao De Produtos Peru

Spa S.A.C 151

Vicsa Safety Peru S.A.C. 151

Poland

Prewentasp.zo.o. (65%) 152

SafetyFirstPPEGroupsp.zo.o. (65%) 153

SafetyFirstsp.zo.o. (65%) 153

Puerto Rico

Melissa Sales Corp.

(ii)

154

Romania

Bunzl Romania SRL 155

Singapore

LSHIndustrialSolutionsPte.Ltd 156

MedshopHoldingsPte.Ltd. (75.1%) 157

// SHAREHOLDER INFORMATION continued

Related undertakings as at 31December 2024 continued

196 BUNZL Annual Report 2024

Subsidiary undertakings Registered office address

MedshopSingaporePte.Ltd. (75.1%) 157

Slovakia

Eurobal, spol. s.r.o. 158

Spain

ArtículosdeProtección,S.A. 159

AzeroEquipamientos,S.L.U. 159

BunzlDistributionSpain,S.A.U. 160

BunzlMallorca2018,S.L.U. 161

ComercialCermerón,S.L. 162

Faru,S.L.U. 163

GrupoRQueraltó,S.A. (85%) 164

Irudek2000,S.L. (75%) 165

JubaPersonalProtectiveEquipment,S.L.U. 166

MarcaProteccionLaboral,S.L.U. 167

PROIN-PINILLA,S.L. 168

PROTEC&MARTI,S.L. 169

Quirumed,S.L.U. 170

SafetyQuickersEurope,S.L.U. 160

SistemasdeEmbalajeAnper,S.A.U. 171

Tecnopacking,S.L.U. 172

Switzerland

BunzlHoldingSwitzerlandAG 173

CTGroupInternationalSA 174

Keenpac(Switzerland)SA 175

WeitaAG 173

WeitaServiceAG 176

Turkey

Bursa Pazarı İnşaat Sanayi Ve Ticaret

Anonim Şirketi 177

İstanbul Ticaret Hırdavat Sanayi A.Ş. 178

İstanbul Ticaret İş Güvenliği ve Endüstriyel

Ürünler Sanayi Anonim Şirketi 179

Kullanatmarket Elektronik Pazarlama

Ticaret Anonim Şirketi 177

United Kingdom

Abco Kovex (N.I.) Limited (98%) 180

Abco Kovex (UK) Limited (98%) 181

Aggora (Technical) Limited

(iii)

181

Aggora Group Ltd

(iii)

181

Subsidiary undertakings Registered office address

Enviropack Ltd

(iii)

(85%) 181

Eugene Harrington Marketing Limited 181

GH Pittman UK Limited

(iii)

184

Guardsman Limited 181

Henares Limited

(i)

181

Host Online Ltd (80%) 185

Howper 800 Limited

(iii)

181

Hydropac Limited 181

Jongor (Holdings) Ltd

(iii)

(80%) 186

Jongor Limited (80%) 186

Jongor Trading Ltd (80%) 187

Kingsbury Packaging (Limavady) Ltd 180

Lee Brothers Bilston Limited 181

Lightning Packaging Supplies Limited 181

London Bio Packaging Limited 181

London Catering and Hygiene

Solutions Limited 181

McCue Corporation Limited (96.9%) 181

Nisbets Limited

(iii)

(80%) 183

Packaging 2 Buy Limited 181

Packaging Environmental Limited 181

Parmelee Limited 181

Plyanemca Limited

(iii)

(80%) 183

Portabottle Limited 181

Portabrands Limited 181

Raynicot Limited

(iii)

(80%) 182

Red Ribbon Trading Limited (80%) 183

Rowlett Rutland Limited (80%) 183

Selectuser Limited

(ii)

181

Space Catering (UK) Ltd (80%) 188

Spectrum Hygiene Limited

(iii)

181

The Classic Printed Bag Company Limited 181

The Porta Group Limited 181

Tornado Gloves Limited 181

Tornado Holdings Limited 181

Tri-Star Packaging Supplies Limited 181

UK Catering & Refrigeration Engineers

Limited (80%) 183

Woodway Packaging Limited 181

Woodway UK Limited 181

Subsidiary undertakings Registered office address

Aggora Limited 181

Aggora Projects Ltd

(iii)

181

Arrow County Holdings Limited 181

Arrow County Supplies Limited 181

B3S No.2 Limited 181

Beaumont T M Limited (80%) 182

Bodyguard Workwear Limited 181

Bunzl American Holdings (No.1) Limited 181

Bunzl American Holdings (No.2) Limited 181

Bunzl Finance Public Limited Company

(i)

181

Bunzl Group Services Limited

(i)

181

Bunzl Holding GTL Limited

(i)

181

Bunzl Holding LCE Limited 181

Bunzl Holding WWE Limited

(iii)

(94.4%) 181

Bunzl Mexico Holdings 1 Limited 181

Bunzl Mexico Holdings 2 Limited 181

Bunzl Overseas Holdings (No. 2) Limited

(i)

181

Bunzl Overseas Holdings (No. 3) Limited

(ii)

181

Bunzl Overseas Holdings (No.4) Limited 181

Bunzl Overseas Holdings Limited

(ii)

181

Bunzl Pension Trustees Limited

(i)

181

Bunzl Plastics Limited

(i)

181

Bunzl Properties Limited

(i)

181

Bunzl UK Holdings Limited 181

Bunzl UK Limited 181

C&C Catering Engineers (Holdings) Limited 181

C&C Catering Engineers Limited 181

C&C Catering Equipment (Holdings)

Limited (80%) 181

C&C Catering Equipment Limited (80%) 181

C&C Catering Fabrications Limited (80%) 181

Catered 4 Limited 181

Chef Leasing Limited 183

Classic Bag Company Holdings Limited 181

Comax (UK) Limited 181

Continental Chef Supplies Limited 181

Deliver Net Holdings Limited 181

Deliver Net Limited 181

Dialene Limited 181

Subsidiary undertakings Registered office address

Woodway UK South Limited

(iii)

181

Workwear Express Limited

(iii)

(94.4%) 181

Wycombe Marsh Paper Mills Limited

(i)

181

XOF Capital Ltd (80%) 189

Yorse No. 1 Limited 181

Yorse No. 3 Limited

(i)

181

United States

ANBBrandsHoldingsInc. 190

AshmontFilmsLLC 190

BannerStakesLLC (96.9%) 191

BunzlCorporateHoldings,Inc. 190

BunzlDistributionInc. 190

BunzlDistributionLeasing,Inc. 192

BunzlDistributionUSAInc. 193

BunzlInternationalServices,Inc. 193

BunzlIPHoldings,LLC 193

BunzlMexicanHoldingsII,LLC 190

BunzlMexicanHoldingsIII,LLC 190

BunzlMexicanHoldingsIV,LLC 190

BunzlMexicanHoldings,LLC 190

BunzlNorthAmericanHoldings,Inc. 190

BunzlRetailServices,LLC 193

BunzlUSAHoldingsLLC 193

BunzlUSALLC 193

BVRBrandsLLC 190

Chef'sSealLLC 190

Cool-Pak,LLC 193

CorvexConnectedWorker,Inc. 194

DestinyPackaging,LLC 193

EarthwiseBagCompany,Inc.

(ii)

195

EcoSystemsHoldingsLLC 190

FlexPostLLC 190

FoodhandlerInc. 196

GreenSource,LLC 190

HawthornHygieneSolutionsLLC 190

Hi-Valu,LLC 190

Intergro,LLC 197

InternationalSourcingCompanyInc.

(iii)

198

JohnTillmanCompany 193

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 197

Subsidiary undertakings Registered office address

JovialsLLC 190

LibertyGlove&Safety,LLC 193

M.L.KishigoManufacturingCompany,LLC 199

MasteragentsLLC 190

McCueInternational,Inc. (96.9%) 200

McCueCorporation Limited (96.9%) 200

MCQHoldings,Inc.

(iii)

(96.9%) 201

MCRHoldings,Inc. 198

MontePackageCompany,LLC 193

PremierEssentialLLC 190

PrimeSource,LLC 190

R3Safety,LLC 190

RevcoIndustries,Inc.

(iii)

195

RightChoiceDistribution,LLC 190

SASSafetyCorporation 193

SHGloveLLC 190

ShelbyGroupInternational,Inc.

(iii)

198

SteinerIndustries,Inc. 202

TheWarehouseRack,LLC 193

U.S.GloveCo.,Inc. 203

Uruguay

Steelpro Safety S.A. 204

Other shareholdings Registered office address

MCR Hanvo Safety Products (Nantong) Co.,

Ltd. (20%) 47

Viner-Pack Gyártó Kereskedelmi és

Szolgáltató Korlátolt Felelősségű

Társaság (20%) 103

Classifications key

(i) Directly owned by Bunzl plc

(ii) Holding of ordinary and preference shares

(iii) Holding of more than one class of ordinary share

Registered office address Key

Rua Rafael Correia Sampaio, No. 496, 2nd floor,

room B, , Santa Paula, City of São Caetano do

Sul, State of São Paulo, 09541-250 18

Estado de Santa Catarina, na Rua Fermino

Vieira Cordeiro, 380 – Shed 2 module B,

district of Espinheiros, City of Itajaí, State of

Santa, 88.317-200, Brazil 19

Avenida Fagundes de Oliveira, No. 538, galpão

A-01, A-02 e A-03, bairro da Piraporinha,

Diadema, São Paulo, 09950-300 20

Estrada Faustino Bizzetto, No. 101, Warehouse

2, Sector A, City of Campo Limpo Paulista, São

Paulo, 13230-800 21

Rua Pedra Lavrada, 74-A, Parque Cisper, Sao

Paulo, 03818-000, Brazil 22

Rua Padre Damaso 165, 173 e 187, Osasco,

São Paulo, CEP 06016-010, Brazil 23

Av. Tenente José Eduardo, No. 35, Ano Bom,

Barra Mansa, Rio de Janeiro, 27323-24 24

Rua Dr. Guilherme Bannitz, No. 126, 2nd floor,

sets 21 and 22, District of Itaim Bibi, City of

São Paulo, State of São Paulo, 04532-060,

Brazil 25

Avenida Roque Petroni Júnior, No. 850, Edifício

Bacaetava, conjunto 174, bairro Jardim das

Acácias, Sao Paulo, 04707-000 26

Estrada da Gávea, 696, rooms 409, 410, 411,

412 e 413, São Conrado, Rio de Janeiro, 22610-

002 27

Avenida Robert Kennedy 675, Jardim Felix, City

of São Bernardo do Campo, São Paulo, 09895-

030, Brazil 28

Avenida Roque Petroni Júnior, No. 850, Bloco

Bacaetava, Conjuntos 111, 112, 113, 114, 172 ,

bairro das Acácias, City of São Paulo, 04707-

000 29

Rua Salem Bechara, 140, 10th floor, Centro,

City of Osasco, Sao Paulo, CEP 06018-180,

Brazil 30

Miller Thomson LLP, Commerce Place #2700,

Edmonton, T2C 4R1 31

MLT Aikins LLP, 30th Floor, 360 Main Street,

Winnipeg, Manitoba, R3C 4G1 32

Registered office address Key

Unit 1, 52 Fox Drive, Dandenong South VIC

3175, Australia 1

Level 2, 700 Springvale Road, Mulgrave VIC

3170, Australia 2

55 Sarah Andrews Close, Erskine Park NSW

2759, Australia 3

17 Millrose Drive, Malaga WA 6090, Australia 4

15 Badgally Road, Campbelltown NSW NSW

2560, Australia 5

Diepoldsauer Straße 37, 6845, Hohenems,

Austria 6

Port Atlantic House, Noorderlaan 147, bus 9,

2030 Antwerp, Belgium 7

1 Rue du Bois des Hospices, 2iémé étage,

7522 Tournai, Belgium 8

Rue du Cerf 188/A 1332 Genval, Belgium 9

Oudenaardsesteenweg 19 9000 Ghent,

Belgium 10

Aarschotsesteenweg 114 3012 Leuven

(Wilsele), Belgium 11

Rua Marginal Emicol, S/N, Condomínio Rua 04,

No. 90, 1st floor, Sala 01, lotes 15, 16 e ML 17,

bairro Jardim Emicol, Itu, São Paulo, 13312-820 12

Estrada Velha de Guarulhos – São Miguel,

5135, Box 301 – Jardim Arapongas, city of

Guarulhos, São Paulo, CEP 07210-250, Brazil 13

Avenida Francisco Silveira Bitencourt, 1369,

Pavilhão 27, Sala 01, 2° andar, bairro Sarandi,

Porto Alegre, Rio Grande do Sul, 91150-010 14

Avenida Centenário, No. 900, Bairrro

Pinheirinho, Criciuma, Santa Catarina, 88.804-

000 15

Via Expressa de Contagem, 3115, galpão 1,

Bairro Agua Branca, City of Contagem, Minas

Gerais, CEP 32370-485, Brazil 16

Rua Luís Louza, No. 28, room 29, 2nd floor,

Bairro Olímpico, City of São Caetano do Sul,

State of São Paulo, 09540-430 17

List of registered office addresses

Registered office address Key

Parlee McLaws LLP, 3300 TD Canada Trust

Tower, 421-7th Avenue, SW, Calgary AB T2P

4K9, Canada 33

40 King Street West, Suite 5800, Toronto ON

MSH 3S1, Canada 34

1212 – 1175 Douglas St, Victoria, BC V8W 2E1,

Canada 35

1801 Hollis St Ste 1800, Halifax NS B3J 3N4,

Canada 36

Dentons Canada LLP , 77 King Street West,

Suite 400 Toronto, Toronto ON M5K 0A1,

Canada 37

#310, 5700 Boul. Des Galeries, Québec G2K

0H5, Canada 38

Av. Presidente Eduardo Frei Montalva 5151,

Conchalí, 8550678 Santiago, Chile 39

Camino Coquimbo N’ 16.000, Colina, Sanitago,

Chile 40

Avenida del Valle 765, of 101, Huechuraba,

Santiago, Chile 41

Avenida del Valle 787, Piso 5, Huechuraba,

Santiago, Chile 42

Units 501A, 501B, 501C, 5th Floor, No. 4,

Lane 255, Dongyu Road, Pudong New Area,

Shanghai, China 43

Room 1509, Building 2, No. 1266 Nanjing West

Road, Jingan District, Shanghai, CHINA, China 44

Room 1805, Central Business Tower, 88 Fuhua

1st Road, Futian, Shenzhen Guangdong, China 45

Room 901, No. 595 West Lianqian Road,

Siming District, Xiamen, Fujian Province, China 46

No.128 Jinshajiang Road, Rudong Economic

Development Zone, Jiangsu, China 47

Room A39, Floor 6, Building 2, Dongfang MAO

Business Center, Xiacheng District, Hangzhou,

Zhejiang, China 48

Room 306, Building No. 6, Hua Jian Building,

Xing Hua Road, Shekou, Shui Wan Community,

Merchants Street, Nanshan District,

Shenzhen, China 49

M05-02 Floor 11, Building 11, No. 1569, Yushu

Road, Songjiang District, Shanghai, China 50

// SHAREHOLDER INFORMATION continued

Related undertakings as at

31December 2024 continued

198 BUNZL Annual Report 2024

Registered office address Key

Room 315 Lane 777 , Guangfulin Road,

Songjiang District, Shanghai, China 52

Room 3123, Building 3, 112-118 Gaoyi Road,

Baoshan District, Shanghai, China 53

54 61 44 Bloque 2-503, Bogotá, Colombia 54

Carrera 30 No. 15-30, Bogota D.C., Colombia 55

CR 71 No 94 – 23 AP, 1134 TO 9, Colombia 56

Km 7 Vía Medellín, Parque Empresarial Celta,

Módulo 1, Bodega 49, Funza (Cundinamarca),

Colombia 57

Přátelstvi 1011/17, Uhřiněves, Praha 10, 10

400, Czech Republic 58

Dolnokrčská 1966/54, Praha 4, 140 00, Czech

Republic 59

Veselská 1935, Strážnice, 696 62 60

Greve Main 30, 2670 Greve, Denmark 61

Indkildevej 2 c, DK-9210, Aalborg SØ, Denmark 62

Kærvej 25, DK-2970 Hørsholm, Denmark 63

Kirkebjergvej 17, 4180 Sorø, Denmark 64

Satellitvej 7, 8700, Horsens, Denmark 65

Itäinen Valkoisenlähteentie 18, 01380 Vantaa,

Finland 66

440 route de Rosporden, Le Grand Guelen,

29000 Quimper, France 67

725 Route des Vernes Pringy, 74370, Annecy,

France 68

Zone Artisanale Maritime du Bassin de Thau,

Route de Séte, 34540 Ballaruc Les Bains,

France 69

14 rue Lavoisier, 21 700 Nuits Saint Georges,

France 70

La Fregate, 19 avenue Jacques Cartier, 44800,

Saint-Herblain, France 71

Boulevard Francois-Xavier Faffeur, Zone

Industrielle Lannolier, 11000, Carcassonne,

France 72

95, rue du Colonel du Rousset, ZAE Porte du

Vercors, 26300, Châteauneuf-sur-Isère, France 73

Lieudit la Trentaine, 77690, La Genevraye,

France 74

Registered office address Key

Room 2103, Futura Plaza, 111 How Ming

Street, Kwun Tong, Hong Kong 98

Unit 3-4 18F Tower 6, China Hong Kong City,

Tsim Sha Tsui, Kowloon, Hong Kong 99

Unit 26, 22/F, Metro Centre II, Lam Hing St.,

Kowloon Bay, Kowloon, Hong Kong 100

Room 1901, 19/F, Lee Garden One, 33 Hysan

Avenue, Causeway Bay, Hong Kong, Hong

Kong 101

Vendel Park, Erdőalja út 3, 2051 Biatorbágy,

Hungary 102

2336 Dunavarsány, 071/33 hrsz, Hungary 103

C-150 Second Floor, Okhla Industrial Area

Phase 1, New Delhi, 110020, India 104

10 Earlsfort Terrace, Dublin 2, D02 T380,

Ireland 105

B2 Athy Business Campus, Athy, Kildare,

Ireland 106

4 Kinneret Street, POB 1139, Airport City, Ben

Gurion Airport, 7019802, Israel 107

Emek Ha'Ela 250, Modi'in, P.O.B 553, LOD

7110601, Israel 108

Via 8 Marzo n. 6, 42025 Corte Tegge di

Cavriago, Reggio Emilia, Italy 109

via dell’Euro, 69/71, Barletta (BT), Italy 110

Corsa Italia n.6, 50123 Florence, Italy 111

Via Brigata Reggio no. 24, Reggio Emilia, Italy 112

8.03, 8th Floor Plaza First Nationwide 161,

Jalan Tun H.S. Lee 50000 Kuala Lumpur,

Malaysia 113

Carretera Miguel Alemán KM21 Edificio 4C

Prologis Park, Apodaca, N.L., México C.P,

66627, Mexico 114

Avenida Cafetales No. 1702, Interior 201,

between streets Rancho Recoveco and

Rancho Estopila, Hacienda de Coyoacán,

Coyoacán, 04970, Mexico 115

Carretera al CUCBA No. 400 Interior 5, Colonia

La Venta del Astillero, C.P. 45221 Zapopan,

Jalisco, Mexico 116

Carretera Corredor Tijuana Rosarito 2000

Exterior 15202., Interior Mt3 A, Colonia Zona

Cerril General, Tijuana, Baja California, Mexico 117

Registered office address Key

Rue reamur, départementale 939, PA du

Jardin, 28000, Chartres, France 75

585, Rue Alain Colas, 29200, Brest, France 76

530 rue Jacqueline Auriol ZA de Saint Thudon,

29490, Guipavas, France 77

17 Boulevard du Trieux, Zone d’aménagement

Concerté les touches, 35740, Pacé, France 78

130-136 rue Victor Hugo, 92300 Levallois-

Perret, France 79

Route Nationale, 57420, Louvigny, France 80

191-195 Avenue Charles de Gaulle, 92200

Neuilly-sur-Seine, Paris, France 81

50 Avenue d'Allemagne, Rond Point de

L'Europe ZA Albasud, 82000 Montauban,

France 82

7 route de Villiers, 77780, Bourron-Marlotte,

France 83

Rue Pierre Pascal Fauvelle, 66000 Perpignan,

France 84

Rue Louis Broglie, ZAC d’Arvigny, 77550

Moissy Cramayel 85

Route Nationale 97, ZA Les Plantades, 83130

La Garde, France 86

Rue Nungesser et Coli, D2a Nantes Atlantique,

44860, Saint-Aignan de Grand Lieu, France 87

32, Résidence Village Viva-Bas-du-Fort, 97190,

Le Gosier, France 88

13 rue des Battants RN 20, 31140, Saint-Alban,

France 89

840 Rue de la Ferme de Carboué, 40000,

Mont-de-Marsan, France 90

Theodor-Heuss-Strasse 3 , Leipheim, D-89340 91

Elbestraße 1-3, 45768 Marl, Germany 92

Otto-Diehls-Str. 13-17, 48291 Telgte, Germany 93

Stadtweide 17, 46446 Emmerich, Germany 94

Magirus-Deutz-Straße 14, 89077, Ulm,

Germany 95

Theodorstraße 105, 40472 , Düsseldorf,

Germany 96

11th Floor, One Pacific Place, 88 Queensway,

Hong Kong 97

Registered office address Key

Pablo A. Gonzalez Garza Pte., 820, Chepevera,

Monterrey, Nuevo León, 64030, Mexico 118

Lot 1 of Block 5 of Parque Industrial Tecate,

Tecate, Baja California, Mexico 119

Galileo # 11, Colonia Polanco V Secc.,

Delagación Miguel Hidalgo, 11560, Ciudad de

México, Mexico 120

Av. del sauce número 1600, Col. La angostura,

City of San Luis Potosí, S.L.P, 78117, Mexico 121

Calle Rio San Lorenzo No. 503, Col. Fuentes

del Valle, CP 6620, CD San Pedro Garza Garcia,

Nuevo León, Mexico 122

Nicaragua 205, Arbide, León, Guanajuato,

37360, Mexico 123

Rio San Lorenzo No. 503 Local I, Col. Fuentes

Del Valle, San Pedro Garza Garcia, C.P. 66220,

Mexico 124

C/O CAE, ILOT 43B Bureau 9/18, Zone Franche

d’Exportation, 90000 Tanger, Morocco 125

Kraaiendonk 46, 5428 NZ Venhorst,

Netherlands 126

Koivistokade 80, 1013 BB, Amsterdam,

Netherlands 127

Rondebeltweg 82, 1329 BG Almere 128

Delta 57, 6825 ML Arnhem, Netherlands 129

Industrieweg 11B, 1566JN, Assendelft,

Netherlands 130

Hagenaar 3, 3961 NP Wijk bij Duurstede,

Netherlands 131

Kieler Bocht 3, 9723 JA Groningen,

Netherlands 132

Maxwellstraat 49, 6716 BX Ede 133

Veemarktkade 8, 5222AE 's-Hertogenbosch 134

Grotewei 2, 4004 LW Tiel, Netherlands 135

Portugallaan 3, 9403DR, Assen, Netherlands 136

Jan Campertlaan 6, 3201AX, Spijkenisse,

Netherlands 137

Sedumweg 25, 3343 LL, Hendrik-Ido-

Ambacht, Netherlands 138

Hurksestraat 2B, 5652 AJ Eindhoven, the

Netherlands 139

Bijsterhuizen 3005C, 6604 LP Wijchen,

Netherlands 140

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 199

Registered office address Key

Ekkersrijt 3102A, 5692CC, Son en Breugel,

Netherlands 141

149 Taurikura Drive , Tauriko , Tauranga, 3110 ,

New Zealand 142

Level 3, 109 Carlton Gore Road , Newmarket,

Auckland , 1023, New Zealand 143

686 Rosebank Road, Avondale, Auckland,

1026, New Zealand 144

363c East Tamaki Road, East Tamaki, Auckland,

2013, New Zealand 145

KPMG Level 5, 79 Cashel Street, Christchurch,

8140, New Zealand 146

1 Aruhe Road, Hornby, Christchurch, 8011,

New Zealand 147

23 Business Parade North, Highbrook,

Auckland, 2013, New Zealand 148

32D Poland Road, Wairau Valley, Auckland,

0627, New Zealand 149

Holmaveien 20, 1339 Vøyenenga, Norway 150

Av.Santa Rosa 350. Ate., Lima, Peru 151

Gliwaka, no. 136, Mikolow , 43-190 152

Starowiejska, no. 2, Czechowice-Dziedzice,

43-502, Poland 153

PO Box 6494, PR 00914-6494, San Juan,

Puerto Rico 154

Sat Dragomiresti-Deal, Comuna Dragomiresti-

Vale, DE 287/1, Bucharest West Logistic Park,

Cladirea C, Unitatea C01, Ilfov, Romania 155

1 Penjuru Close, 608617, Singapore 156

190 Middle Road #16-01, Fortune Centre,

188979, Singapore 157

Jilemnickeho 1012/14, Pezinok, 902 01,

Slovakia 158

Calle Rosario 22, Villamartín, 11650, Cádiz,

Spain 159

Calle Filats, 8 Polg. Industrial Prologis Park,

08830 Sant Boi de Llobregat, Barcelona, Spain 160

Calle las Palmeras 7, Polígono Industrial La

Sendeilla, 28350 Ciempozuelos, Spain 161

Calle Gerald Brenan, Nº 11, 1º, Polígono

Guadalhorce, Málaga, 29004 162

Registered office address Key

Nisbets Limited, Fourth Way, Bristol, England,

BS11 8TB, United Kingdom 183

71-75 Shelton Street, Covent Garden, London,

WC2H 9JQ, United Kingdom 184

Host House Newhouse Farm Industrial Estate,

Mathern, Chepstow, Wales, NP16 6UP, United

Kingdom 185

Unit G Kingsland Trading Estate, St. Philips

Road, Bristol, England, BS2 0JZ, United

Kingdom 186

Jongor Limited, Unit G Kingsland Trading

Estate, St Philips Road, Bristol, England, BS2

0JZ, United Kingdom 187

Fourth Way, Avon, Bristol, England, BS11 8TB,

United Kingdom 188

Host House Newhouse Farm Industrial Estate,

Mathern, Chepstow, Wales, NP16 6UP, United

Kingdom 189

CSC-Lawyers Incorporating Service Company,

221 Bolivar Street, Jefferson City MO 65101,

United States 190

The Corporation Trust Company, Corporation

Trust Center, 1209 Orange Street, Wilmington,

New Castle County DE 19801, United States 191

Corporation Service Company, 2345 Rice

Street, Suite 230, Roseville MN 55113, United

States 192

Corporation Service Company, 100 Shockoe

Slip, 2nd Floor, Richmond VA 23219, United

States 193

2300 Kennedy St NE Ste 205, Minneapolis MN

55413–4549, United States 194

Corporation Service Company, 2710 Gateway

Oaks Drive, Suite 150N, Sacramento CA

95833-3505, United States 195

Corporation Service Company, 80 State Street,

Albany NY 12207-2543, United States 196

2915 SR 590, Suite 15, Clearwater FL 33759,

United States 197

Corporation Service Company, 2908 Poston

Avenue, Nashville TN 37203-1312, United States 198

Corporation Service Company, 251 Little Falls

Drive, Wilmington DE 19808, United States 199

Corporation Service Company, 84 State Street,

Boston MA 02109, United States 200

Registered office address Key

Edificio Plaza, Nave 5, Ali-4 Plataforma

Logistica de Zaragoza, 50197, Zaragoza, Spain 163

Calle Pino Albar, number 24, P.I. El Pino, Seville,

C.P. 41016 164

Polig. Erribera Industria Gunea, 8-A, Aduna

(Gipuzkoa), Spain 165

Santo Domingo De La Calzada, La Rioja,

26250, Carretera De Logrono, Spain 166

Cartagena, Murcia, poligono industrial Cabezo

Beaza, Avenida Bruselas, 30353, esquina calle

Amsterdam, parcela R 100, Spain 167

Calle Ana Abarca de Bolea 22, Nave A,

polígono industrial El Pilar, Zaragoza, Spain 168

Carretera de Madrid Km 314 – Nave 3ª,

polígono industrial Jesús Vicente, Zaragoza,

Spain 169

Corretger No 115-117-119, Parque Empresarial

Táctica, Paterna, 46980, Valencia, Spain 170

Calle Progres, nº 47, Polígono Industrial Los

Massotes, 08850 Gava, Barcelona, Spain 171

Calle Castilla-León, Parcela 45 Onda, 12200,

Castellón, Spain 172

Nordring 2, 4147 Aesch, Switzerland 173

Rue Pierre-Yerly 10 , 1762 , Givisiez,

Switzerland 174

Route de Saint-Julien 275, 1258, Perly-Cer,

Switzerland 175

Güterstrasse, 4313 Möhlin, Switzerland 176

Akçaburgaz Mahallesi, 3137. Sokak, No.19,

Esenyurt, Istanbul, Turkey 177

Arapcami Mah, Tersane Cad, No. 115, Beyoğlu,

Istanbul, Turkey 178

Barbaros Mah., Begonya Sk., Nidakule Kuzey

Ataşehir Apt., No:3/157, Ataşehir, İstanbul,

Turkey 179

Arthur Cox, Victoria House, 15-17 Gloucester

Street, Belfast, BT1 4LS, United Kingdom 180

York House, 45 Seymour Street, London, W1H

7JT, United Kingdom 181

2-4,Lyall Court, Flitwick Industrial Estate

Flitwick, Bedford, England, MK45 1UQ, United

Kingdom 182

Registered office address Key

Corporation Service Company, 251 Little Falls

Drive, Wilmington DE 19808, 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

// SHAREHOLDER INFORMATION continued

List of registered office addresses continued

200 BUNZL Annual Report 2024

Financial calendar

2025

Annual General Meeting 23 April

Results for the half year to

30 June 2025 26 August

2026

Results for the year to

31December 2025 February

Annual Report circulated March

Dividend payments are normally made on the

second working day of the following months:

Ordinary shares (final) July

Ordinary shares (interim) January

Analysis of ordinary shareholders

At 31 December 2024 the Company had 4,040

(2023: 4,351) registered shareholders who held

331.3 million (2023: 338.0 million) ordinary shares

between them, analysed as follows:

Size of holding

Number of

shareholders

% of issued

share capital

0 – 10,000 3,358 1%

10,001 – 100,000 414 4%

100,001 – 500,000 256 46%

500,001 – 1,000,000 7 13%

1,000,001 and over 5 36%

4,040 100

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

Telephone: +44 (0) 370 889 3257

Email: webcorres@computershare.co.uk

Website: www.computershare.com

Investor Centre

Shareholders can manage their shareholding

online at www.investorcentre.co.uk. The Investor

Centre is our registrar’s easy to use website,

available 24 hours a day, seven days a week,

where the following services are available:

• elect for electronic communications;

• change of address;

• view share balance information;

• join the dividend reinvestment plan; and

• view dividend payment and tax information.

In order to register for the Investor Centre,

shareholders will need their shareholder

reference number which can be found on either

their share certificate or dividend confirmations.

Dividend payment by BACS

Shareholders can have their dividends paid

directly into their bank or building society account

using the Bankers’ Automated Clearing Service

(‘BACS’). This means that dividends will be in the

account on the same day the dividend payment is

made. To use this method of payment please

contact our registrar on +44 (0) 370 889 3257 or

visit the Investor Centre website. Please note that

this option will not override any existing dividend

scheme mandate, which would need to be

revoked in writing. Shareholders who have

elected to have their dividends paid by BACS

andwho have registered a valid email address

with the registrar will be able to access their

dividend confirmations electronically at

www.investorcentre.co.uk. If no such email

address has been registered, shareholders will

receive their dividend confirmations by post.

Dividend reinvestment plan

The Company operates a dividend reinvestment

plan which allows shareholders in eligible

countries to use the whole of their cash dividend

to buy additional shares in the Company, thereby

increasing their shareholding.

Shareholders can check their eligibility in the

terms and conditions and apply to join the plan

online in the Investor Centre or can contact the

Company’s registrar to request the terms and

conditions of the plan and a printed mandate

form.

American Depositary Receipts

The Company has a sponsored Level 1 American

Depositary Receipt programme that trades on the

over-the-counter market in the US with ticker

BZLFY. J.P. Morgan Chase Bank, N.A. acts as the

Depositary Bank.

Telephone: +1 651 453 2128

Email: https://www.adr.com/contact/jpmorgan

Website: www.adr.com

International payment option

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

currency (a small fee and terms and conditions

apply). You can find out more about this service

and register via the Company’s registrar at

www.investorcentre.co.uk.

Share dealing

Bunzl plc shares can be traded through most

banks and stockbrokers. The Company’s registrar

also offers an internet and postal dealing service.

Further details can be found at www-uk.

computershare.com/Investor/#ShareDealingInfo

or by telephoning +44 (0) 370 889 3257.

ShareGift

Sometimes shareholders have only a small

holding of shares which may be uneconomical to

sell. Shareholders who wish to donate these

shares to charity can do so through ShareGift, an

independent charity share donation scheme

(registered charity no. 1052686). Further

information about ShareGift may be obtained

from ShareGift on +44 (0) 20 7930 3737 or at

www.sharegift.org.

Shareholder security

Shareholders are advised to be cautious about

any unsolicited financial advice, offers to buy

shares at a discount or offers of free company

reports. More detailed information about this can

be found at www.fca.org.uk in the Consumers

section and at www.fca.org.uk/scamsmart. Details

of any share dealing facilities that the Company

endorses will be included in Company mailings.

Independent auditors

PricewaterhouseCoopers LLP

Corporate brokers

J.P. Morgan Cazenove

UBS

Company Secretary

Suzanne Jefferies

Registered office

York House

45 Seymour Street

London W1H 7JT

Telephone +44 (0) 20 7725 5000

Website www.bunzl.com

Registered in England no. 358948

Forward-looking statements

The Annual Report contains certain statements

about the future outlook for the Group. Although

the Company believes that the expectations are

based on reasonable assumptions, any

statements about future outlook may be

influenced by factors that could cause actual

outcomes and results to be materially different.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 201

// 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 2024 unless otherwise stated.

SASB metric Bunzl disclosures

Product lifecycle management

Revenue from products

that are reusable,

recyclable, and/or

compostable

In 2024, £2.0bn 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 both

our Annual Report and Insight Series presentations.

Pages 55 to 59.

SASB metric Bunzl disclosures

Greenhouse gas emissions

Gross global scope 1

emissions

Discussion of long term

and short term strategy

or plan to manage

scope 1 emissions,

emissions reduction

targets, and an analysis

of performance against

those targets

89,199 tonnes of CO

Our climate change/carbon strategy has been detailed in the

sustainability section of our Annual Report on pages 45 to 51.

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 46 to 51 and 207.

Our integrated process for identifying and assessing risks is detailed in

the Strategic report section of our Annual Report on pages 66 to 74.

Our carbon reduction targets can be found on pages page 37 of our

Annual Report with our performance shown on page 50.

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

We have committed to the Business Ambition for 1.5⁰C initiative & Race

to Zero campaign. 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: 1,445,985 GJ

(2) Percentage natural gas: 25%

(3) Percentage renewable fuel: 1%

(1) Operational energy

consumed, (2)

percentage grid

electricity, (3)

percentage renewable

(1) Operational energy consumed: 1,793,919 GJ

(2) Percentage grid electricity: 19%

(3) Percentage renewable: 6.3% (total energy), 28% (total electricity)

SASB REPORTING FOR BUNZL’S

SUSTAINABILITY METRICS

202 BUNZL Annual Report 2024

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.98% 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 42 to 44

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 2024, our Global Supply Chain Solutions team assessed 1,175

suppliers:

• 1,075 had no critical issues (c.91% suppliers assessed).

• 100 underwent remediation efforts to bring them up to the required

standard (c.9% suppliers assessed).

• Following these remediation efforts, we terminated relationships with

eight suppliers who failed to make enough progress (c.0.7% of

suppliers assessed, c.8% of suppliers requiring remediation).

• Corrective action rate for suppliers requiring remediation: c.92%.

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.25,000 employees, 61% of them are male and 39% are

female. In our senior management population (c.530 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 2024.

Voluntary and

involuntary turnover

rates for employees

Voluntary turnover was 14.8%.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 203

// ESG APPENDIX

Double materiality methodology 204

Packaging categories 205

Climate change scenarios 206

Evaluating potential impacts of climate change on our business 206

Emissions reporting and environmental performance 208

Health & safety 209

External assurance 210

Code of conduct 210

Employees 211

Charitable contributions 212

Double materiality methodology

Our most recent Group-wide double materiality assessment methodology went beyond what is known

as ‘impact materiality’ by also identifying how the different sustainability matters impact Bunzl’s

business financially.

During the assessment we sought insights on the potentially material impacts, risks and opportunities

from stakeholders across our value chain, including our biggest suppliers of key commodities (e.g.

paper & pulp, plastics and chemicals), large customers from across all of our business areas, key

investors and internal stakeholders such as members of the Bunzl finance, procurement and sales

teams.

We plan to update our materiality assessment at least once every three years but will review our

outputs on an annual basis and update as necessary for any significant changes in the business.

ESG APPENDIX

DOUBLE MATERIALITY METHODOLOGY

Assessment

stage

DEFINING THE

BOUNDARIES AND

BUSINESS CONTEXT

IDENTIFICATION OF

POTENTIALLY MATERIAL

TOPICS, IMPACTS, RISKS

AND OPPORTUNITIES

ENGAGEMENT WITH

RELEVANT

STAKEHOLDERS

DETERMINING

MATERIALITY USING A

DEFINED SCORING

METHODOLOGY AND

THRESHOLDS

Activities

completed

• Consideration for the actual and

potential ESG impacts present across

the entire value chain.

• Both positive and negative impacts

identified with consideration given to

impacted stakeholders at each stage

(even though Bunzl’s role is limited to

connecting one with another).

• Assessment has been designed in a

disaggregated way to consider the

impacts that might relate to individual

geographies and market sectors.

• ESRS list of sustainability topics,

sub-topics and sub-sub-topics used as

a starting point for our assessment.

• This list was supplemented with

information from our previous

materiality work, SASB standards, legal

requirements, peer benchmarking and

feedback from key stakeholders.

• Final list of potentially material

impacts developed and peer reviewed

prior to engagement with

stakeholders.

• Gathered insights from suppliers,

customers, investors and other key

stakeholders across the Group.

• Assigned relevant sustainability topics

to each stakeholder group and

tailored the questions to match those

who were expected to be impacted by

a sustainability issue or were in a

position to provide unique insight on a

particular topic.

• Developed a quantitative approach

and scoring criteria, aligned to Bunzl’s

risk assessment process, to determine

whether an impact, risk or

opportunity is material for Bunzl.

• Impact materiality has been assessed

based on two factors: severity and

likelihood. Financial materiality has

been assessed by reviewing potential

magnitude of financial effects and

likelihood.

204 BUNZL Annual Report 2024

Packaging categories

• 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 plastics

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 plastics

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

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 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

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 205

Climate change scenarios

The process to assess climate change scenarios and their impact on our business is described on

pages49 and 50. This appendix provides additional details around the used scenarios, 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:

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 CO

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

change beyond those that are already in place. This scenario assumes that only policies currently in

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 4 thematic areas: the global economic impact of climate

change, carbon pricing, shifting customer expectations (ESG requirements), and extreme

weather-related impacts.

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.

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.

Shifting customer expectations (ESG requirements).

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.

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.

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.

We have concluded that the direct impact of extreme weather conditions currently does not represent

a material financial risk to Bunzl

// ESG APPENDIX continued

206 BUNZL Annual Report 2024

Thematic area Risk & opportunities Response measures

Shifting customer

expectations

Bunzl’s customers are setting

more stringent environmental

targets.

Bunzl is increasingly expected

to help customers achieve their

ambitions and goals.

Risks

Failing to align with our customers’

ambitions could lead to reputational

damage and loss of sales.

Opportunities

Aligning with customers’ ambitions could

strengthen customer relationships, build

resilience to new environmental legislation

and policy, and create brand

differentiation.

The risks and opportunities are applicable

for all time horizons and are most

significant in the short and medium term.

Proactive scanning of

customer trends and

expectations. Our customers

demand a wide range of

solutions from Bunzl. We will

build on our role as a

material-agnostic distributor

to provide customers with:

• information on less

carbon intensive

products;

• expert advice on the

sustainability impact of

products sourced;

• a broad range of product

solutions suited to the

applications they need;

• options to reduce the

impact of our deliveries

(see page 47); and

• setting emissions

reduction targets to

decarbonise our

operations and supply

chain in line with climate

science (see pages 45

and 50).

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

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.

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.

Thematic area Risk & opportunities Response measures

Adaptation to extreme

weather

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 posed a risk to

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.

Changing market dynamics

The direct (physical) and

indirect (transitional) risks may

change the dynamics of the

markets in which Bunzl

operates and are correlated to

the overall impact of climate

change on the global economy.

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 businesses 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.

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 207

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

Scope 1

Total emissions (tonnes of CO

e) 99,193 90,568 87,125 93,405 89,806 89,199

◊

Emission intensity (tonnes of

e/£m revenue) 10.7 9.5 8.5 8.1 7.6 7.9

◊

Natural gas usage (m

) 8,912,413 8,082,813 8,272,123 9,650,228 8,658,861 9,011,198

Fuel usage (ltr) 31,523,097 29,306,537 28,060,702 29,099,858 29,216,415 28,721,022

Fuel intensity (ltr/£m revenue) 3.4 3.1 2.7 2.5 2.4 2.5

Scope 2

Emissions location-based

(tonnes of CO

e) 29,594 27,421 25,043 27,895 28,011 28,590

◊

Emission intensity

location-based

(tonnes of CO

e/£m revenue) 3.2 2.9 2.4 2.4 2.3 2.5

◊

Emissions market-based

(tonnes of CO

e) 29,835 26,183 25,025 27,337 25,576 26,461

◊

Emission intensity market-based

(tonnes of CO

e/£m revenue) 3.2 2.7 2.4 2.4 2.1 2.3

◊

Electricity usage (MWh) 83,062 80,276 79,057 93,224 90,221 93,709

% renewable electricity NA 15 14 17 25 28

◊

Total scope 1 and 2 emissions

Emissions location-based

(tonnes of CO

e) 128,787 117,989 112,168 121,300 117,817 117,789

◊

Emission intensity location-

based (tonnes of CO

e/£m

revenue) 13.9 12.4 10.9 10.5 9.9 10.3

◊

Emissions market-based (tonnes

of CO

e) 129,028 116,751 112,150 120,742 115,382 115,660

◊

Emission intensity market-based

(tonnes of CO

e/£m revenue) 13.9 12.2 10.9 10.5 9.7 10.2

◊

Total energy (MWh) (including

self-generated) 516,775 480,711 470,941 510,524 493,505 498,311

◊ Included in the external auditor limited assurance scope. See 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.

Our absolute carbon emissions increased by 0.2% in 2024, mainly due to the impact of recent

acquisitions reporting emissions for the first time.

Our natural gas consumption increased by 4%, due to higher heating requirements, which increased

our global emissions by 0.7%. Our global electricity consumption and associated emissions increased

by 4%. This increase is partially due to increased charging of electricity and hybrid company vehicles on

site. In 2024, approximately 2% of our electricity consumption was used for charging electric vehicles.

We did see an increased uptake of electric vehicles (particularly in UK & Ireland and Continental

Europe), energy efficiency improvements and increased procurement of renewable energy (from 25 to

28%).

Fuel used for transportation remains our highest source of operational emissions, contributing c.80%

of our scope 1 emissions. Of those emissions relating to transportation, c.81% are generated by our

fleet of commercial vehicles.

Performance against carbon reduction targets

Data for the period 1 October to 30 September 2019 2024

2024 %

reduction

(vs 2019)

2030

target

(vs 2019)

Total scope 1 and scope 2 emissions market-

based (tonnes of CO

e) 141,320

115,660

◊

18 27.5%

Emission intensity market-based

(tonnes of CO

e/£m revenue) 13.8 10.2

◊

26 50%

1. Emissions and emissions intensity in our baseline year have been recalculated to reflect the impact of acquisitions.

◊ Included in the external auditor limited assurance scope. See data assurance statement, which is available on our website,

www. bunzl.com.

Greenhouse gas emissions data (UK)*

Data for the period

1 October to 30 September 2019 2020 2021 2022 2023 2024

Scope 1 emissions

(tonnes of CO

e) 17,211 15,261 14,845 15,479 14,165 12,793

Scope 2 emissions (tonnes of

e) (location-based) 2,660 2,847 2,511 2,215 2,161 2,162

Total scope 1 and 2 emissions

(tonnes of CO

e) 19,871 18,108 17,356 17,694 16,325 14,955

Emission intensity

(tonnes of CO

e/£m revenue) 17.0 14.9 14.6 13.4 12.9 12.4

Natural gas usage (m

) 469,573 486,661 419,138 425,053 399,787** 334,447

Fuel usage (ltr) 6,271,182 5,606,760 5,572,556 5,716,256 5,326,859 4,856,259

Electricity usage (MWh) 10,405 11,140 9,823 11,292 10,340 10,208

Total energy consumption (MWh) 82,084 75,812 73,815 76,744 71,064 65,464

* Energy usage and carbon emissions disclosed separately to adopt to the requirements of the UK Streamlined Energy and

CarbonReporting (‘SECR’) policy.

** We identified an error in last year’s natural gas usage report. The amount reported previously was 480,586 and has been restated

to399,787.

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 97.7% of the Group by revenue.

Nisbets, the Group’s largest acquisition in the reporting year, has not been included in the reported

environmental data.

// ESG APPENDIX continued

208 BUNZL Annual Report 2024

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. The calculation of the emissions associated

with purchased goods and services, which is our largest scope 3 emission source, is based on supplier

spend. The economic emission intensity factors that we use for this calculation do not account for the

inflation increase in 2021 and 2022, which is why the reported emissions associated with purchased

goods and services have increased significantly.

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)

Scope 3 category

2019

(kt CO

2021

(kt CO

2022

(kt CO

2023

(kt CO

Purchased goods and services

5,337 6,348 6,826 6,510

Capital goods 18 18 24 29

Fuel and energy-related activities not included in

scope 1 or scope 2 29 30 31 30

Upstream transportation and distribution

299 346 456 415

Waste generation in operations 5 5 5 5

Business travel 20 11 23 26

Employee commuting 21 20 23 24

Downstream transportation and distribution

92 81 112 110

Use of sold products 20 13 55 124

End of life treatment of sold products 468 483 696 774

Total scope 3 emissions 6,309 7,355 8,251 8,047

Rebase 557

Total scope rebased emissions 6,866 7,355 8,251 8,047

* Includes FLAG emissions.

** 2019 and 2021 restated due to applied methodology changes.

Waste

The amount of waste generated in our facilities in 2024 was estimated to be 19,900 tonnes. 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 2024, the recycling rate remained stable at approximately 50% of

the generated waste. This excludes any post-disposal waste treatment and recycling carried out by

waste handlers. The reported waste data covers 97.7% of the Group by revenue although accurate

waste measurement remains challenging in geographies with less advanced waste management

infrastructures.

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 219,000 m

water per year. Despite the increase in employees in the Group, the usage is slightly lower than last year

due to increased accuracy of reporting.

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. These businesses cover approximately 23% of the Group’s

operations (measured by revenue).

Health & safety

Health & safety indicators

Data for the period 1 October to 30

September 2019 2020 2021 2022 2023 2024

Average number of incidents

per month per 100,000

employees 96 85 86 80 88 96

◊

Average number of days lost per

month per 100,000 employees 3,110 3,040 2,615 2,441 2,338 1,963

◊

Fatalities 0 0 0 0 0 0

◊ Included in the external auditor limited assurance scope. See 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.

Targets for 2024

Reduce the Group accident incidence rate by 3% from 2023. Reduce the Group accident severity rate

by 3% from 2023.

The 2024 Group accident incidence rate of 96 represents a 9% increase versus 2023. The 2024 Group

accident severity rate of 1,960 represents a 16% improvement versus 2023.

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.

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 209

We have not been able to achieve our incidence reduction target for reporting year 2024. Following a

review of root causes that caused or contributed to the increase in the number of safety accidents, we

have implemented corrective and preventative measures across various regions. These measures

included rolling out of safety intervention training, enhancing involvement of managing directors in

accident reviews, and improving staff onboarding processes. We have also enlarged regional EHS

support and auditing teams to cope with the increase of headcount in some regions. In some areas, we

have seen that the implementation of a new global reporting system, and the associated training with

regards to reporting and escalating incidents, has triggered increased reporting of near misses, hazard

and other incidents.

Despite the increase in the number of incidents, the severity rate continues to be well below last year –

which indicates that (on average) the incidents are less severe. In 2024, we have updated our global

health & safety standards and the associated audit checklist. We are currently completing the

introduction of a new global integrated EHS data management system. The new system provides one

platform globally to report data, carry out audits and inspections and to record and monitor actions.

Targets for 2025:

• Reduce the Group accident incidence rate by 3% from 2024.

• Reduce the Group accident severity rate by 3% from 2024.

Incidence rate

Average number of incidents

per month per 100,000 employees

◊

12 months to 30 September.

Severity rate

Average number of days lost

per month per 100,000 employees

2019 2020

2021

2022 2023 20242019 2020

2021

2022 2023 2024

2,615

2,441

2,338

1,963

◊

3,040

3,110

12 months to 30 September.

◊ Included in the external auditors’ limited assurance scope. See limited 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.

External assurance

We engaged PricewaterhouseCoopers LLP ‘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 37 and the selected data on page 50 of the sustainability report and in the

ESG appendix. In each case that 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.

2022 2023 2024 Comment

Material breaches of

code of conduct

0 4 0 No material breaches of our code of

conduct were recorded in 2024.

Speak Up 83 141 135 In 2024, we received 135 reports through

our confidential whistleblowing process,

‘Speak Up’, none of which related to any

issues of material concern. More than

40% of the cases came from the LATAM

region. A number of the reports were

from the same site or related to the same

issue and were treated as separate

reports.

// ESG APPENDIX continued

210 BUNZL Annual Report 2024

Employees

Engaging with our employees with clear communications and the provision of learning and development opportunities

2022 2023 2024 What we said we would do in 2024 What we did What we plan to do in 2025

Employee turnover:

Voluntary

17.1% 15.3% 14.8% Pilot to gather targeted feedback from

new joiners to understand early views on

employee experience. Analyse employee

survey engagement consolidated data

from leavers to understand any barriers

to staying at Bunzl. Build on our employer

brand work.

Improvements made in onboarding new

joiners in targeted areas. Use of Great Place

to Work survey data to gain deeper insight

into employee engagement levels and put

action plans in place to drive continuous

improvement. Reviewed our employer

brand both internally and externally to

elevate ourselves as an employer of choice.

Continue to 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.

Gender diversity:

Women at senior

management level

20% 22%

25% Continue to report on percentage of

females at senior leadership level to

ensure we maintain or increase current

levels. Further expand networks and

female-focused development

programmes.

Improvements made in number of female

leaders. Continued investment in the

Inspiring Women in Bunzl programme and

other programmes aimed at future female

leaders such as mentoring for all high

potential females in management roles.

Continue to 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.

Employee engagement

index score

85% 69%

71%

Extend the Great Place To Work survey to

do afull global survey for all employees in

2024 and continue to make

improvements through the monitoring of

actions plans.

Extended the Great Place To Work survey

scope to cover all employees across all

regions. 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 2025 and continue to make

improvements through the monitoring of

action plans and the analysis of trend data.

* 2022 gender diversity figure was restated to ensure comparison of like for like population.

** The measure used for 2023 and 2024 is the overall Trust Index score from the Great Place To Work survey. This is a very different measure from the previous sustainable engagement score so cannot be compared directly. The 2023 score was from the 2023 pilot survey

(covering approximately 45% of our employees).

Senior management (%) and employees Total workforce (%) and employees Average number of employees (%) Total workforce age profile (%)

Males 75% 396 Males 61% 15,172 North America 36% Under 30 19%

Continental Europe 26% 30–39 25%

Females 25%

133 Females 39% 9,847 UK & Ireland 17% 40–54 36%

Rest of the World 21% Over 55 20%

* 35.7% of the Executive Committee’s direct reports are female (10 employees).

Source:

HR from September 2024 (senior management group defined as the

individuals who receive share awards as part of their remuneration) Source: HR from BRMS Source: Note 26 on page 179 Source: HR from BRMS

BUNZL Annual Report 2024 Strategic Report Directors’ Report Financial Statements Additional Information 211

Charitable contributions

Bunzl’s operations are international, but our strength lies in the local nature of our businesses. We

support the communities where our employees live and work and encourage fundraising activities

championed by our businesses and their employees locally. In 2019, we realigned our corporate charity

programme to focus on environmental projects related to reuse, recycling, litter prevention and

disadvantaged communities impacted by waste pollution and poor management infrastructure.

During 2024 we continued to support activities in three key areas and are pleased with the long-

standing relationships we have with our chosen charity partners:

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

3. projects that build new waste management infrastructure and develop recycling skills in some of the

world’s poorest places, often in areas where plastic leakage to the natural environment is highest.

Example initiatives

Charity name Project

The Marine

Conservation

Society (‘MCS’)

Bunzl has funded the MCS Ocean Friendly Schools Award (‘OFS’) which in 2024

completed its first full academic year, inspiring and engaging students across

the UK to learn more about the ocean and how they can all take accessible

steps towards helping to protect it. Ocean literacy is at the heart of the OFS

award scheme, nurturing students’ understanding of the ocean, the ecosystem

services it provides and how both our health and ocean health are inextricably

linked.

Sea Changers Now in its fifth year, Bunzl and Sea Changers Coastal Fountain Fund has

installed 40 water bottle refill stations at some of the UK’s busiest coastal

locations. The partnership was designed to reduce the negative impacts on UK

coastal and marine environments and species by reducing marine litter caused

by the use of non-reusable plastic drinks bottles.

Group wide, Bunzl donated a total of c.£1.1m to charitable causes during 2024. This does not include

amounts donated by Bunzl in matching funds raised by employees for local charities.

// FIVE YEAR REVIEW

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

Revenue 11,776.4 11,797.1 12,039.5 10,285.1 10,111.1

Operating profit 799.3 789.1 701.6 623.3 618.5

Finance income 72.6 60.4 22.3 10.7 10.4

Finance expense (178.0) (150.9) (90.2) (65.3) (73.2)

Disposal of businesses (20.3) – 0.9 – –

Profit before income tax 673.6 698.6 634.6 568.7 555.7

Income tax (172.6) (172.4) (160.2) (125.9) (125.7)

Profit for the year 501.0 526.2 474.4 442.8 430.0

Profit is attributable to:

Company’s equity holders 500.4 526.2 474.4 442.8 430.0

Non-controlling interest 0.6 – – – –

Profit for the year 501.0 526.2 474.4 442.8 430.0

Basic earnings per share attributable to the

Company’s equity holders 149.6p 157.1p 141.7p 132.7p 128.8p

Alternative performance measures

†

Adjusted operating profit 976.1 944.2 885.9 752.8 778.4

Adjusted profit before incometax 872.9 853.7 818.0 698.2 715.6

Adjusted profit for the year attributable to

the Company’s equity holders 649.9 640.3 616.8 542.5 550.5

Adjusted earnings per share attributable to

the Company’s equity holders 194.3p 191.1p 184.3p 162.5p 164.9p

† See Note 3 to the consolidated financial statements on page 151 for further details of the alternative performance measures.

// ESG APPENDIX continued

212 BUNZL Annual Report 2024