Bunzl plc

Annual Report 2025

Focused on

delivering

WELCOME TO OUR 2025 ANNUAL REPORT

Millions of people around the world use a

Bunzlproduct every day of their lives. We are

thelargest value-added distributor in the world

inourmarket sectors. Our purpose is to deliver

essential business solutions around the world

and create long term sustainable value for our

stakeholders.

Strategic report

2 A year in review

4 At a glance

6 Chairman’s statement

8 Chief Executive’s statement

14 Business model

16 Purpose-led strategy

21 Investment case

22 Business Area review

28 Financial review

35 Capital allocation

36 Key performance indicators

39 Our people

42 Sustainability

58 Taskforce on Climate Related

FinancialDisclosures (TCFD)

59 Non-financial and sustainability

information statement

60 Section 172(1) statement

64 Principal risks and uncertainties

73 Viability statement

Directors’ report

74 Chairman’s introduction

75 Corporate governance statement

76 Board leadership and Company

purpose

78 Corporate governance report

92 Nomination Committee report

97 Audit Committee report

107 Board Sustainability Committee

report

110 Directors’ remuneration report

133 Other statutory information

Financial statements

136 Consolidated income statement

136 Consolidated statement of

comprehensive income

137 Consolidated balance sheet

138 Consolidated statement of

changes in equity

140 Consolidated cash flow

statement

141 Notes

178 Company balance sheet

179 Company statement of changes

in equity

180 Notes to the Company financial

statements

184 Statement of directors’

responsibilities

185 Independent auditors’ report to

the members of Bunzl plc

Additional information

191 Shareholder information

198 SASB Reporting for Bunzl’s

sustainability metrics

200 ESG supporting information

212 Five year review

Helping you find the information

you need from our Annual Report,

andbeyond.

Throughout the report we’ll point you to

further reading and we’ve included QR codes

to make it easy for you to access online

content from our printed report.

For further information on any of our

policies, please see below and on our

website.

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.

Climate transition plan (AR 2023)

Annual Report 2023

Modern Slavery

Bunzl Policy Hub

Human rights

Bunzl Policy Hub

Gender pay gap report

Bunzl Policy Hub

Code of Conduct

Bunzl Policy Hub

Bunzl plc Annual Report 2025

We believe the fundamentals of Bunzl’s

business model are robust and are

confident in our ability to generate

resilient,compounding growth over

themedium-term, leveraging our scale

advantage, entrepreneurial culture

andability to deploy strong cash

generationto further consolidate

ourfragmented global markets.

FINANCIAL REVIEW

Richard Howes outlines our

financial performance in 2025

and outlook for 2026.

Read more on page 8

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

A YEAR IN REVIEW

Reconciliation of alternative performance measures

to statutory measures for the year ended 31 December 2025

Adjusting items

Year ended

31 December 2025

Alternative

performance

measures

£m

Amortisation

excluding

software

£m

Acquisition

items

£m

Disposal of

businesses

£m

Statutory

measures

£m

Adjusted operating

profit 910.3 (151.5) (23.5) 735.3 Operating profit

Finance income 54.6 54.6 Finance income

Finance expense (177.8) (3.5) (181.3) Finance expense

Disposal of

businesses – 11.9 11.9

Disposal of

businesses

Adjusted profit

before income tax 787.1 (151.5) (27.0) 11.9 620.5

Profit before

income tax

Tax on adjusted profit (204.6) 39.5 5.7 (1.3) (160.7) Income tax

Adjusted profit

for the year 582.5 (112.0) (21.3) 10.6 459.8 Profit for the year

Adjusted earnings

per share 179.3p (34.5)p (6.6)p 3.3p 141.5p

Basic earnings

per share

This review refers to alternative performance measures which exclude amortisation excluding

software, acquisition related items, non-recurring pension scheme charges/credits and the profit or

loss on disposal of businesses and any associated tax, where relevant. None of these items relate to

the trading performance of the business. Accordingly, these items are not taken into account by

management when assessing the results of the business and they are removed in calculating the

profitability measures by which management assesses the performance of the Group. Further

details of these alternative performance measures can be found in Note 3, pages 147 to 149.

Growth at constant exchange rates is calculated by comparing the 2025 results to the results for

2024 retranslated at the average exchange rates used for 2025.

* Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).

† At constant exchange rates.

Against a challenging macroeconomic

backdrop, Bunzl has had a difficult 2025,

which is reflected in the Group’s financial

performance. We continue to remain strongly

focused on performance across the Group

and enhancing our value-added services.

Revenue

£11,845m

(2024: £11,776m) +3.0%

†

Change at actual exchange

rates +0.6%

Adjusted operating

profit*

£910.3m

(2024: £976.1m) (4.3)%

†

Growth at actual exchange

rates (6.7)%

Adjusted earnings

per share*

179.3p

(2024: 194.3p) (5.2)%

†

Growth at actual exchange

rates (7.7)%

Cash

conversion*

95%

(2024: 93%)

Committed

acquisition spend

£132m

Adjusted net debt:

EBITDA*

2.0x

(2024: 1.8x)

Operating profit

£735.3m

(2024: £799.3m)

Growth at actual exchange

rates (8.0)%

Basic earnings per share

141.5p

(2024: 149.6p)

Change at actual exchange

rates (5.4)%

Dividend per share

74.1p

(2024: 73.9p) +0.3%

FINANCIAL PERFORMANCE HIGHLIGHTS

Bunzl plc Annual Report 2025

Read more on pages 50 to 52

A YEAR IN REVIEW continued

SUSTAINABILITY PERFORMANCE HIGHLIGHTS

RESPONSIBLE

SUPPLY CHAINS

93%

of our spend in high risk regions

from assessed and compliant

suppliers

(2024: 89%)

1,430

supplier assessments

(2024: 1,175)

INVESTING

IN A DIVERSE

WORKFORCE

25%

senior leadership* roles

filled by women

(2024: 25%)

No change

compared to the same

population in 2024

* Senior leadership defined as the

c.540 leaders who receive share

options as part of their remuneration

TAKING ACTION ON

CLIMATE CHANGE

18%

reduction in absolute

emissions since 2019

(2024: 18%)

28%

more carbon efficient

since 2019

(2024: 26%)

PROVIDING

SUSTAINABLE

SOLUTIONS

87%

of Group revenue* attributable to

non-packaging products and

packaging products made from

alternative materials that are well

suited to a circular economy

(2024: 86%)

* These figures do not include

revenues from 2025 acquisitions

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

We provide a one-stop-shop, on-time

and in-full specialist distribution service

across 33 countries, supplying a broad

range of internationally and responsibly

sourced non-food products to a variety

of market sectors.

NORTH

AMERICA

CONTINENTAL

EUROPE

UK AND

IRELAND

REST OF

WORLD

53% 21% 16% 10%

£6,276.7m £2,442.0m £1,883.6m £1,243.1m

Supporting businesses

globally with essential

products and services

OUR BUSINESS REGIONS 2025 REVENUE

£11,845.4m

Group revenue

£910.3m

Adjusted operating profit

26,672

Average number of employees

Countries

AT A GLANCE

Bunzl plc Annual Report 2025

AT A GLANCE continued

OUR MARKET SECTORS

GROUP

REVENUE

IN 2025

£11.8bn

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. A

variety of product ranges

to other end user markets.

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

customers, office supply

companies and related

e-commerce sales

channels.

TRENDS

• Increasing levels of

safety standards and

compliance

• Greater employee

well-being focus

• Increasingly fashion

conscious products

broaden appeal

TRENDS

• Increasing spend on

healthcare

• Increasing focus on

preventative healthcare

• Growth of care at home

and ageing population

TRENDS

• Enhanced cleaning

protocols

• Technology to improve

cleaning efficiency

• Support customers with

innovative sustainable

solutions

TRENDS

• Willingness to outsource

non-food essentials

• Sustainable packaging

growth and transition

toalternative products

• Omnichannel strategy

supports broadening

ofproducts

TRENDS

• Eating away from home

• Home delivery

• Sustainable packaging

growth and transition

toalternative products

TRENDS

• Bricks and mortar retail

underpressure

• Omnichannel strategy

offsetsthis; online retail

isagrowth area

• Sustainable packaging

growth and transition

toalternative products

REVENUE SPLIT OF TOTAL REVENUE SPLIT OF TOTAL REVENUE SPLIT OF TOTAL REVENUE SPLIT OF TOTAL

(INCLUDES ‘OTHER’ SECTOR)

REVENUE SPLIT OF TOTAL REVENUE SPLIT OF TOTAL

15% 7% 11% 28% 31% 8%

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

Bunzl is proud of its long history of delivering

consistent compounding growth; however, 2025

was a challenging year for the Group against a

weak end market backdrop. The Board recognises

that the Group’s operational performance and

share price development did not meet

expectations. Throughout the year, the Board has

maintained rigorous oversight of the business,

working closely with management to address the

difficulties encountered, particularly in North

America. Decisive actions have been taken,

including targeted organisational and operational

changes, to restore stability and strengthen

execution. Progress is being continually

monitored by the Board, and we remain firmly

focused on safeguarding the long-term resilience

of the business model and delivering sustainable

value for shareholders.

In 2025, at constant exchange rates, Bunzl

delivered revenue growth of 3.0% and an

adjusted operating profit decline of 4.3%, despite

a positive contribution from acquisitions. Bunzl’s

performance was strongly impacted by execution

issues in our largest business in North America,

following a large organisational change, and

alongside a difficult macroeconomic backdrop.

This was compounded further by global

macroeconomic uncertainty, which negatively

affected business and consumer sentiment and

increased pressure on certain larger end markets.

Throughout the year, the Group has been very

focused on taking actions to improve

performance against this backdrop and,

encouragingly, the impact of these actions

supported an improved performance in the

second half compared to the first half, and the

Group achieved the profit guidance it set out in

April 2025. Whilst the macroeconomic outlook

remains uncertain, I am pleased to see good

momentum with business wins towards the end

of the year and underlying revenue growth in the

second half across the Group. Bunzl has

strengthened focus on revenue growth and

incremental operating cost opportunities and

looking to 2026, expects both to support a

continuation of underlying revenue growth and

amore stable adjusted operating profit outlook.

Bolt-on acquisitions at attractive multiples, and

subsequently strong returns, continue to be a

focus for the Group, with significant opportunity

remaining to consolidate highly fragmented

markets. We completed eight acquisitions over

CHAIRMAN’S STATEMENT

“ We are committed to

improving performance

and tore-establishing

theGroup’s historical

resilience.”

Peter Ventress, Chairman

STRONG DELIVERY OVER THE LONG-TERM

+9%

adjusted earnings per share

compound

annual growth rate since 2004

£3.1bn

returned via dividend and buyback since 2004

33 years

of consecutive annual dividendgrowth

1. Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).

Bunzl plc Annual Report 2025

the year, across seven countries and four core

sectors, each of which supports Bunzl’s strategic

development. In 2025, acquisitions enabled us to

enter the Chilean healthcare market and establish

a physical footprint in Slovakia. After a strong year

in 2024, 2025 was a slower year for total spend,

with a committed spend of £132 million, reflective

of the impact of the macroeconomic environment.

Our pipeline remains active, with conversations

ongoing with a number of attractive businesses,

and we see an improving outlook for acquisitions

in 2026.

The attractive fundamentals of the Bunzl business

model remain unchanged, with strong customer

retention, a value-added and service-led

proposition, breadth and depth of supplier

relationships, and consistently strong cash

generation. Furthermore, the Group remains

committed to delivering long-term compounding

growth. I have great confidence that the

entrepreneurialism of our people, supported

bythe diversification of our portfolio, and the

fundamentally resilient nature of the Group,

willcontinue to deliver long-term growth and

shareholder value.

People and culture

Bunzl’s most prized asset is its people whose

entrepreneurial spirit, agility and dedication

ensure the delivery of exceptional service to our

customers as well as fuelling the innovation and

operational excellence that underpin the Group’s

ongoing success. Following the expansion of the

external ‘Great Place to Work’ survey to all

businesses in 2024, the Group again sought

accreditation in 2025 with 81% of operating

companies achieving the certification, compared

to 76% in 2024. The Group’s Trust Index score

of71% was unchanged from 2024, remaining at

ahigh level and demonstrating that our people

continue to find Bunzl a fulfilling place to work

andtrust the company and its leadership,

although business leaders across the Group are

focused on building further on this base. Strong

employee engagement is key to our proposition,

as it supports our delivery of a high level of

customer service.

Sustainability

Sustainability has become an essential part of how

we support our customers. In 2025, we presented

our differentiated sustainability value proposition

to more than 300 existing large customers where

we see significant potential for growth, as part of

our efforts to demonstrate how our sustainability

expertise and solutions can support their growth.

With a strong focus across the Group on driving

organic growth, this demonstrates how the Group

is continuously developing its value-added

offering to support this key objective. The

business has won significant contracts in 2025,

supported by Bunzl’s sustainability offering.

Furthermore, in 2025 we saw a 2 percentage point

improvement inour carbon efficiency compared

to 2024 and met the target we set out in 2021 for

90% of the Group’s spend on products from high

risk regionsto be sourced from assessed and

compliant suppliers.

Shareholder returns

The Board is recommending a final dividend of

53.9p, 0.2% higher than the prior year, resulting in

a full year dividend of 74.1p. This represents a

0.3% increase in the total dividend compared to

2024 and is Bunzl’s 33rd consecutive year of

annual dividend growth, with a CAGR of 9% over

this period. The Group’s dividend cover reduced

slightly to 2.4 times from 2.6 times, with the level

of cover supportive of sustainable annual

dividend growth. Furthermore, the Group

completed a £200 million share buyback

programme over the year.

The Group ended the year with adjusted net debt

to EBITDA of 2.0 times, the lower end of our target

range of 2.0 to 2.5 times. The Group remains very

cash generative, and our capital allocation

priorities are unchanged. We favour value-

accretive bolt-on acquisitions, after investment in

the business and our progressive dividend,

supported by the attractive valuations and

subsequent returns we can achieve. Since 2004,

Bunzl has committed £6.2 billion in acquisitions to

support a growth strategy that has delivered an

annual adjusted earnings per share CAGR of c.9%,

and has also returned £3.1 billion to shareholders

through dividends and share buybacks.

Governance

Lloyd Pitchford stepped down from the Board

atthe conclusion of Bunzl’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.

Julia Wilson and Daniela Barone Soares were

appointed as non-executive directors on

16December 2024, with Julia succeeding Lloyd

asAudit Committee Chair.

Peter Ventress

Chairman

2 March 2026

CHAIRMAN’S STATEMENT continued

“ Bolt-on acquisitions at

attractive multiples are a

priority for the Group, with

significant opportunity

remaining to consolidate highly

fragmented markets. These

smaller deals have been the

core of our acquisition strategy

historically, accounting for

themajority of our spend and

delivering strong returns.”

Adjusted EPS Dividend per share

LONG-TERM COMPOUNDING GROWTH

Read more on page 19

9.3

31.7

CAGR c.9%

22 23 24 25212019181716151413121110090807060504

74.1

3.3

CAGR c.9%

22 23 24 25212019181716151413121110090807060504

1. Alternative performance measures (see Note 3 to the consolidated financial statements on page 147 – 149 in our Annual Report)

c.8%

Revenue

CAGR since 2004

c.8%

Adjusted operating profit

CAGR since 2004

c.9%

Adjusted EPS

CAGR since 2004

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

“ 2025 was a year that stood

out for many reasons. With

economic headwinds and internal

challenges, we’re working hard to

put the right measures in place.”

Frank van Zanten, CEO

Overview

2025 was a challenging year for Bunzl, with

execution issues in our largest business, Bunzl

North America Distribution, (“Distribution”),

related to a new organisational model, amplified

by a challenging market backdrop. Globally, our

businesses felt the impact of significant

macroeconomic uncertainty and the pressure it

put on business and consumer sentiment. Trading

in our North America business area was further

compounded by supply chain disruption related

to tariffs, as well as the weighting to sectors such

as foodservice and convenience stores that felt

amore significant impact from the economic

environment. Against this backdrop, we have

strengthened our focus on organic revenue

growth and incremental operating cost

opportunities to support our performance.

Whilst underlying revenue returned to growth,

increasing by 0.4% compared to 2024, and the

pressure on revenue from deflation abated, our

operating margin declined from 8.3% to 7.7%,

driven by our Distribution business, and market-

driven weakness in some of our other larger

businesses. However, we saw a better

performance in the second half of the year, with

underlying revenue growth of 0.9% and a

moderated decline in margin. Operating margin in

the second half declined from 8.6% in the prior

year period to 8.3%, compared to a decline from

8.0% to 7.0% in the first half. This reduced

operating margin decline in the second half was

driven by margin growth in our UK & Ireland

business, supported by strong Nisbets’ synergies,

year-on-year stabilisation of the Continental

Europe operating margin, and a moderation

ofthe margin decline in our North America

Distribution business. The moderation in margin

decline across Distribution and Continental

Europe was supported by decisive actions we

have taken to improve performance in both

business areas, including actions to re-establish

local commercial agility in Distribution and to

deliver new business wins. I am pleased that we

have made progress, as demonstrated by the

better-than-expected business wins and

improved service levels in the second half of the

year in North America.

The Group’s progress in the second half was

partially limited by further demand weakness in

other North America businesses, most notably

our food processor and convenience store

businesses, as well as our businesses in Mexico

and Brazil. However, we continued to see good

growth in Asia Pacific, and delivered a resilient

performance in the Netherlands and Spain, two

large European markets.

While markets remain uncertain, we expect to see

continued underlying revenue growth and a more

stable profit outlook in 2026, with this expected

tobe a foundation for future profit growth.

Furthermore, we continue to see a significant

consolidation opportunity which provides

stronggrowth upside, and with the outlook for

acquisitions already improving for 2026, I remain

confident in Bunzl’s medium-term growth

opportunity.

North America update

In North America, financial performance has

beenimpacted by execution challenges related

toan operating model change in our Distribution

business, which primarily services grocery and

foodservice customers. The difficult

macroeconomic environment and its impact

onend users in the foodservice sector

amplifiedthese issues.

CHIEF EXECUTIVE’S STATEMENT

Bunzl plc Annual Report 2025

The Distribution business is a well-established

and scale business, with market-leading positions

in its chosen markets, and benefits from a

national footprint and good infrastructure, as well

as the strength and depth of its supply chain,

efficient operations, high service levels and

product expertise. In order to strengthen

Distribution’s platform for longer-term growth, we

decided to move from a branch-based operations

model with more than 40 general managers

overseeing the entirety of their own operations

locally, to a sales and operations model, which

separates supply chain from sales activities. This

change was made to enhance our service and

focus on sales development, and was largely

implemented by the start of 2024.

Whilst the Distribution business has seen good

momentum with business wins with national

customers and a significant increase in our

underpenetrated own brand levels across both

national and local customers since moving to the

new model, the business was impacted by a loss

of speed and agility servicing local customers,

largely foodservice redistributors, due to greater

centralisation of processes, which resulted in lost

share of wallet with some customers. These

issues were amplified by challenging end markets

and resulting price pressure from customers, with

the business seeing lower than anticipated

volumes and own brand conversion. Separately,

Distribution was also impacted by the loss of a

higher margin product category related to a

programme that is no longer available in an

existing grocery customer’s stores, early in the

year. This, combined with higher operational costs

in the first half, drove a significant decline in

adjusted operating profit.

We took a series of decisive actions earlier in the

year to improve performance, including:

leadership changes to re-energise our local

foodservice teams; cost saving actions which took

effect from the second quarter; a re-

empowerment of our local teams through greater

control on pricing and inventory management;

and an increased focus on preferred supplier

engagement to reinforce that own brand products

are complementary to our extensive range

ofthird party products, alongside further own

brand launches.

In the second half of 2025, against a more

challenging market, whilst we saw increased

pressure outside of the Distribution business

inother North America businesses, we delivered

a moderation in the Distribution business’s

year-on-year operating margin decline. Our

actions have led to: 1) more motivated teams; 2)

improved execution of the new organisational

model, with greater agility enabled for our local

business; 3) significantly improved service levels

and availability of inventory; and 4) growth in own

brand penetration over the year as a whole, with

further successful own brand launches, alongside

strengthened branded supplier relationships and

an increase in joint programmes targeting specific

market opportunities. Overall, Distribution saw

good success with new business wins towards the

end of the year, supported by more robust sales

pipeline management and the benefits that the

new organisational model provides. The business

that has been won includes both national grocery

and foodservice customers, and represents new

customer relationships, as well as wallet share

gains. Looking to 2026 and beyond, the business

continues to be committed to delivering benefits

from the new organisational model, with a focus

on growing revenue and delivering a strong

proposition to both larger customers and

localcustomers, and driving long-term

profitablegrowth.

Continental Europe update

In the first half of 2025, our Continental Europe

business area continued to be impacted by

expected trends already seen in the second half

of 2024. The operating environment remained

challenging, with France and certain online

businesses driving an operating margin decline

year-on-year in the first half, offsetting better

performance in some other businesses. Actions

taken to improve performance were initiated in

2024 and included a strong focus on operating

cost initiatives, sourcing opportunities and new

business pipeline management. Over the year the

CHIEF EXECUTIVE’S STATEMENT continued

2025 FINANCIAL HIGHLIGHTS

3.0%

revenue growth

7.7%

operating margin

(4.3)%

adjusted operating profit

growth

2.0x

adjusted net debt to EBITDA

£579m

free cash flow

£132m

committed spend on acquisitions

1. At constant exchange rates

2. Alternative performance measure (see Note 3 on

pages 147 to 149 of the Annual Report)

business area saw good momentum with larger

new business wins and renewals, particularly

supported by the strength of our sustainability

offering, and well managed operating cost

inflation, supported by cost actions taken in 2024.

As a result, and alongside easier comparatives, we

delivered a stabilisation of year-on-year adjusted

operating profit and operating margin across

Continental Europe in the second half of the year.

Operating performance

The commentary below is stated at constant

exchange rates unless otherwise highlighted.

Revenue

Group revenue increased by 3.0% to £11,845.4

million, driven by acquisitions. Acquisition-related

revenue growth of 3.3% was partially offset by a

disposal impact of 0.4%, resulting in 2.9% net

acquisition growth. Underlying revenue growth

over the period was 0.4%, with moderate growth

across Rest of the World and the UK & Ireland

largely countered by a very slight decline in North

America, and with both volumes and net inflation

stable over the year. The Group benefited from a

small level of net inflation towards the end of the

year, driven by tariff-related price increases in

North America, but continued to see deflation in

our cleaning & hygiene businesses in France and

the UK, despite some moderation through 2025.

Underlying revenue growth improved over the

year and was stronger in the second half, growing

at 0.9% compared to a 0.2% decline in the first

half, and was supported by new business wins

and underlying growth across all business areas,

as well as the small net impact from inflation.

Revenue over the year also saw a negative impact

from one less trading day of 0.3%. Organic

revenue growth, which is not adjusted for the

impact of the number of trading days in the year,

was 0.1%.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CHIEF EXECUTIVE’S STATEMENT continued

Profit and earnings

Adjusted operating profit for the year was £910.3

million, a decline of 4.3% compared to 2024, and

operating margin was 7.7% compared to 8.3% in

2024. This included a £7.8 million share-based

payment credit due to the reversal of prior year

charges related to awards made in 2023 and

2024, which have been impacted by the Group’s

performance in 2025. Excluding this one-off

credit, adjusted operating profit was £902.5

million and operating margin was 7.6%, compared

to 8.3% in 2024. Overall in 2025, operating

margins were impacted by: 1) the margin decline

seen in our Distribution business, resulting from

execution changes against a difficult

macroeconomic backdrop; 2) market challenges

impacting other businesses in North America and

in Brazil in particular; and 3) the impact on our

French business in the first half of the year from

deflation in our cleaning & hygiene businesses,

reflective of a post Covid-19 normalisation of

pricing, and a weak economy, alongside operating

cost inflation and a relatively fixed cost base. The

Group’s operating margin decline in the second

half of the year moderated from 8.6% in the prior

year to 8.3%, compared to the decline from 8.0%

to 7.0% in the first half at actual exchange rates.

This moderation in year-on-year decline in the

second half was driven by: 1) margin expansion in

the UK & Ireland, driven by good performance of

the foodservice businesses and supported by

strong Nisbets synergies, compared to the impact

in the first half from consolidating a seasonally

lower margin period of Nisbets, which was

acquired in May 2024; 2) stabilisation of the

Continental Europe margin, due to the benefit of

actions taken and easier prior year comparatives;

and 3) actions taken in North America

Distribution which resulted in a more moderated

margin decline in the second half. North America’s

margin moderation was offset by increased

weakness in some other North America markets,

whilst the Group was also impacted by continued

market softness in Brazil which began in Q2.

The Group’s operating margin performance was

driven by a decline in the Group’s underlying

gross margin, although gross margin overall was

unchanged over the year at 28.8% at actual

exchange rates as a result of acquisitions. An

increase in the operating costs to sales ratio from

20.5% to 21.1%, at actual exchange rates, is largely

driven by acquisitions and reflective of their

operating business models. Excluding

acquisitions, the operating cost to sales ratio was

stable, supported by cost initiatives, as well as the

share-based payments credit. Operating cost

inflation, overall, was at more typical levels over

the year, with wage inflation across North

America, UK & Ireland and Continental Europe

being at normalised levels, which we expect to

remain the case in 2026. Property cost inflation,

linked to lease renewals, moderated from recent

high levels, and fuel and freight inflation was also

moderate and supported by the annualisation of

prior year contract retendering in North America.

We expect overall inflation to remain at these

more typical levels in 2026, and the Group

remains strongly focused on operational

efficiency initiatives such as warehouse

consolidations and relocations, as well as digital

investments, that can offset inflation.

Reported operating profit was £735.3 million,

5.7% lower than the prior year (8.0% lower at

actual exchange rates).

The adjusted net finance expense increased by

£20.0 million to £123.2 million, driven by higher

net debt during the period. We expect a net

finance expense of around £125 million in 2026.

The effective tax rate of 26.0% was higher than

the 25.5% in 2024 primarily due to the absence

ofone-off benefits from UK group relief included

in 2024. The effective tax rate in 2026 is expected

to remain at 26.0%.

Adjusted profit for the year was £582.5 million,

adecrease of 8.0%. Adjusted earnings per share

were 179.3p, a decrease of 5.2%, and basic

earnings per share were 141.5p, a decrease of

2.7%. Over the year the weighted average number

of shares reduced by 2.9%, reflective of share

buybacks in 2024 and 2025, with the weighted

number of ordinary shares in issue in 2025 being

324.6 million, compared to 334.4 million in 2024.

The number of ordinary shares in issue, less the

shares held in trust, on 31 December 2025 was

321.0 million.

Cash and returns

The Group’s cash generation continues to be

strong, with 95% cash conversion in 2025, ahead

of our 90% target.

Compared to 2024, free cash flow decreased by

8.7% at actual exchange rates, to £578.5 million,

due to a decrease in operating profit and an

increase in net interest paid. The strength of our

underlying free cash flow generation continues to

enable our investment in the business, progressive

dividends, self-funded value-accretive acquisitions

and other capital allocation options. Adjusted net

debt to EBITDA, which excludes lease liabilities and

includes total deferred and contingent

consideration, at 31 December 2025 was 2.0 times

and compares to 1.8 times at 31 December 2024.

Returns were lower than last year, driven by the

Group’s operating margin decline, with return

onaverage operating capital of 37.0% (43.2% at

31December 2024), while return on invested

capital was 13.0% (14.8% at 31 December 2024).

Strategy: Organic growth and

operational efficiency

We remain committed to delivering growth

through our compounding strategy which

focuseson organic growth, operational

efficiencyand acquisitions.

We continue to provide our customers with

innovative products and services, and to enhance

our value-added proposition, for example, with

our sustainability offering. Furthermore, we

continue to complement our continual

collaboration with our strategic third party

branded supplier partners, with the further

development of our own brand offering to

provide unparalleled choice for our customers.

The Group’s own brand penetration increased to

DRIVING GROWTH

We are focused on driving

Bunzlforward:

While markets remain uncertain,

weexpect some underlying revenue

growthin2026

We expect a more stable 2026

adjusted operating profit tobe a

foundation for futureprofit growth

There continues to be a significant

consolidation opportunity, we have

an active pipeline which provides

strong growth upside

Bunzl has an attractive business

model with scale, a differentiated

offering and is highly cash

generative

We remain confident in

themedium-term growth

opportunity

Bunzl plc Annual Report 2025

CHIEF EXECUTIVE’S STATEMENT continued

2025 ACQUISITIONS

ACQUISITION COMPLETION DESCRIPTION

Inpakomed

March 2025 • Dutch business specialising in sterile product packaging solutions for use in the medical and forensic markets

• Highly complementary to our existing business in the Netherlands

• Annualised revenue of £2.5 million in 2025

Quindesur

July 2025 • Spanish distributor of foodservice and cleaning & hygiene products, with a strong focus in Southern Spain

• Complements our existing businesses and strengthens our regional presence

• Annualised revenue of £11.5 million in 2025

Hospitalia

July 2025 • One of the largest healthcare distributors in Chile, distributes a wide range of healthcare products, including those

usedin a surgical setting, to both public and private hospitals

• Represents Bunzl’s entry into the healthcare sector in Chile

• Annualised revenue of £21.2 million in 2025

Solupack

July 2025 • Brazilian distributor of own brand packaging solutions to the food industry

• Enhances our customer offering alongside our existing businesses

• Annualised revenue of £17.9 million in 2025

Guantes Internacionales (Gisa)

August 2025 • Leading own brand personal protective equipment distributor in Mexico, with a strong focus on gloves

• Strong cross-selling opportunities with our existing business in the US and Mexico

• Annualised revenue of £15.8 million in 2025

Caterline

September 2025 • Distributor of commercial catering equipment in Ireland and Northern Ireland

• Complements Bunzl’s existing catering business

• Annualised revenue of £5.6 million in 2025

Anta y Jesus

September 2025 • Leading regional distributor of cleaning and hygiene products in the northwest of Spain

• Enhances Bunzl’s cleaning & hygiene national offering and geographical footprint

• Annualised revenue of £4.7 million in 2025

Damito

October 2025 • Distributor of cleaning & hygiene, personal protective equipment and packaging in Slovakia

• Establishes Bunzl’s physical presence in Slovakia

• Annualised revenue of £13.1 million in 2025

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

c.30%, compared to c.28% in 2024, supported by

the acquisition of Nisbets. We have increased the

proportion of digital sales, which accounted for

76% of orders over the year, compared to 75%

in2024, which excluded acquisitions in 2024.

Pursuing operating efficiencies remains an

important part of our strategy to reduce the

impact of operating cost inflation. In 2025, we

partially offset operating cost inflation through

further optimisation of our warehouse footprint

with the consolidation of 27 warehouses and the

relocation of an additional 9. This included a large

consolidation project in France, which will reduce

warehouses in our largest business in France

from 15 in 2024 to six in 2026, reducing operating

costs but also enhancing service levels and speed

for customers. It demonstrates the level of activity

across the Group to drive operational efficiencies,

and compares to 14 warehouse consolidations

and 5 relocations in 2024, a more typical annual

level for Bunzl. Furthermore, the business

continues to look for opportunities to utilise

technology to drive efficiency, such as through

investments in warehouse automation.

In December 2024 Bunzl announced a

£200million share buyback programme for 2025,

which commenced at the start of 2025 and was

completed by October 2025.

Outlook

With uncertainties relating to the wider

macroeconomic and geopolitical landscape

expected to continue, the Group continues to

expect moderate revenue growth in 2026, at

constant exchange rates, driven by some

underlying revenue growth and a small benefit

from announced acquisitions. Group operating

margin is expected to be slightly down year-on-

year, compared to 7.6% in 2025 (operating margin

prior to the share-based payment credit resulting

from the reversal of prior year charges related to

awards made in 2023 and 2024).

We expect 2026 revenue to be driven by slight

volume growth, supported by actions taken and

expected business wins in a challenging market

context, alongside a broadly neutral selling price

environment. We continue to expect operating

cost growth to be driven by more typical levels

ofinflation and partially offset by cost initiatives,

including the annualisation of Nisbets’ synergies.

We expect a more normalised split of adjusted

operating profit between the first half and the

second half in 2026. Overall, we expect a more

stable adjusted operating profit outlook in 2026,

and for this to be the foundation for future

profitgrowth.

Frank van Zanten

Chief Executive Officer

2 March 2026

A SLOWER YEAR FOR ACQUISITIONS AFTER A STRONG 2024;

DRIVEN BY MACROECONOMIC UNCERTAINTY

CHIEF EXECUTIVE’S STATEMENT continued

2019 21

23 241413 15

17 18 25

295

211

327

184

616

183

124

445

508

322

468

883

132

• 2025: 8 acquisitions

in7 countries, across

4sectors

• Attractive businesses

with committed spend

of £132m

• Follows good

momentum in recent

years; pipeline

remains active

• Improving outlook

for2026

Read more on page 19

2025 activity impacted by macroeconomic uncertainty; not

unusual for Bunzl to have some lower spend years.

Strategy: acquisitions and disposals

Over 2025, we acquired eight new businesses

across seven countries and four sectors, which

included our entry into Chilean healthcare, and

established a physical presence in Slovakia,

enhancing our offering in the region. After a

record year in 2024, 2025 was a slower year for

acquisition spend, with £132 million committed

spend compared to an average over the last five

years of c.£460 million. This reflected the impact

of the uncertain macroeconomic environment

onthe timing of acquisitions, despite our active

pipeline, as we have seen on some occasions

inour history. Typically, M&A activity recovers

quickly as uncertainty subsides and confidence

improves, and we are having ongoing

conversations with a number of attractive

businesses. We see an improving outlook for

acquisitions in 2026 and expect activity to be

ahead of 2025 levels.

Bolt-on acquisitions, defined here as acquisitions

with an enterprise value below £200 million, at

attractive multiples, continue to be a focus for

Bunzl, with their year one return on invested

capital (defined as adjusted operating profit

based on share of ownership to enterprise value)

typically well ahead of project Weighted Average

Cost of Capital (‘WACC’). Since 2020 we have spent

an average of c.£300 million per annum on

bolt-on deals, with an average committed spend

of £25 million for each business.

The strength of the Group’s cash conversion and

balance sheet continues to enable the Group to

self-fund further acquisitions, largely through

cash generated in the year. Our pipeline remains

active, and we see significant opportunities for

continued acquisition growth in our existing

markets, as well as potential to expand into

newmarkets.

Bunzl continues to regularly review its portfolio

ofcompanies, and in January 2025 completed the

disposal of our US R3 Safety business, Bunzl’s

only pure wholesale safety business in the US,

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

Since 2022 the Group has disposed of four

businesses with a total annual revenue of

c.£250million and a combined low to mid single

digit operating margin. With a portfolio of around

150 operating companies, we continue to review

the portfolio on an ongoing basis.

Capital allocation and shareholder

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.

After investment in the business and our

progressive dividend, we favour value-accretive

bolt-on acquisitions, supported by the valuations

and subsequent returns we can achieve and have

achieved historically, but we will actively review

our priorities through the year. In the 21 years

from 2004 to 2025, inclusive, Bunzl has

committed £6.2 billion in acquisitions to support

agrowth strategy that has delivered an annual

adjusted earnings per share CAGR between 2004

and 2025 of c.9%, and has returned £3.1 billion to

shareholders through dividends and the 2024 and

2025 share buybacks.

Bunzl plc Annual Report 2025

CHIEF EXECUTIVE’S STATEMENT CONTINUED

Leaders from across the Group meet regularly to review

performance, discuss trends affecting our businesses and seek

further opportunities for growth and competitive advantage.

Our leadership team

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

Laura Brinkworth-Bell

Group Company Secretary

Alberto Grau

Managing Director,

Continental Europe

Frank van Zanten

Chief Executive Officer

Diana Breeze

Director of Group

HumanResources

Richard Howes

Chief Financial Officer

Suzanne Jefferies

Group General Counsel

Andrew Mooney

Director of Corporate

Development

Our Board of directors

Read more on page 76

Executive

Committee

Senior leadership

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

1313

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

BUSINESS MODEL

We provide essential, tailored

business solutions globally

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

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

Bunzl plc Annual Report 2025

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 around 150 operating companies,

with adecentralised operational structure,

Bunzl’s management teams focus on their

customers’ needs in their local markets and

create an energised entrepreneurial

environment.

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 33 countries, our extensive

distribution networks mean we can deliver to

customers on a local, regional, national and

international basis. We can show agility locally

while being able to share expertise and

knowledge across the Group.

Our 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

76%

of customer orders processeddigitally

Colleagues

81%

of our operating companies participating

in ‘Great Place to Work’ survey achieved

accreditation

25%

senior leadership roles

filled by women

Shareholders

£450m

2024 and 2025 completed

share buybacks

33yrs

of consecutive annual dividendgrowth

at 9% CAGR

Suppliers

44%

of suppliers

by emissions currently have

science-based targets in place

1,430

suppliers assessed in 2025

Environment

18%

reduction in absolute scope 1and 2 carbon

emissions since 2019

28%

more carbon efficient since2019

1. Senior leadership defined as the c.540 leaders who receive share options as part of their remuneration

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

Value creation for stakeholders

Read more on page 19

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

Bunzl plc Annual Report 2025

ORGANIC GROWTH

We are constantly driving organic growth, both by expanding

and developing our business with existing customers and

by gaining new business with additional customers.

THIS IS DRIVEN BY

PURPOSE-LED STRATEGY continued

Activity in our markets

Attractive end markets with

structuralgrowth

Our commitment to continually enhance

thevalue-added proposition we provide

our customers

Our investment in solutions that support

our offering, such as sustainability, digital

and own brands, and drive new business

wins and wallet share growth

Our support to the growth of our

customers through the essential

productsand services whichfurther

fuelsour own growth

A net inflationary environment

wouldsupport revenue growth in

themedium-term

A strengthened focus on

revenue: Wegmans case study

Our relationship with Wegmans dates back to

the 1980s, and in the final quarter, we expanded

our partnership significantly, moving from being

one of two distributors to becoming the sole

supplier of goods-not-for-resale. This materially

increases our share of business with the grocer.

This win was helped by:

• Our historical demonstration of reliability and

commitment through national warehouse

network

• Our own brand offering and innovation on

new business lines

• Our single IT system; delivery of consolidated

data reports

• Our sustainability expertise ahead of

upcoming legislation

• Our ability and commitment to on-board large

programmes with no disruption

This example highlights how our value-added

proposition, supports profitable organic growth

and strengthens long-term customer

relationships.

114

The number

Wegmans stores

c.350

Average store orders

fulfilled per week

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

OPERATING MODEL IMPROVEMENTS

PURPOSE-LED STRATEGY continued

We continually strive to improve the quality of our operations

and to make our businesses more efficient and sustainable.

We continue to focus on strategic

initiatives that drive operational

efficiencies:

Warehouse relocations and consolidations

Investments in IT systems, digital solutions

anddelivery, routing and energy efficiencies

Global purchasing synergies and inventory

management

Warehouse consolidations

Significant consolidation in France from

15 warehouses in 2024 to six in 2026

More efficient operating platform and

improved and standardised service for our

customers

Expect improved service levels with

fillrates of 98% and delivery capability

in24hours

Automation in Denmark

Ongoing project to extend our largest

warehouse in the Nordics to increase

capacity to support growth

Goods-to-person system combining shelves

and pallets to automate up to 90% of the

picking process

72 robots to move inventory shelves

andpallets

Automation in Germany

Automation system implemented in a large

German warehouse

Will automate up to 60% of our order lines

using efficient tote-to-person system

Expected to drive additional capacity and

increase productivity

ONGOING PROGRAMMES OF INCREMENTAL IMPROVEMENTS ACROSS THE BUSINESS

Group-wide warehouse relocations

and consolidations in 2025

Expected productivity vs manual picking

98%

expected fill rate

c.30%

increase in productivity

Bunzl plc Annual Report 2025

ACQUISITION GROWTH

PURPOSE-LED STRATEGY continued

We seek out businesses that satisfy key criteria, including

having good financial returns, while at the same time providing

opportunities to extract further value as part of the Bunzl Group.

Our approach to acquisitions

consistently supports the Group’s

long-term growth:

Highly fragmented and large end markets;

sizeable market share opportunities

Acquisitions are a good way to expand, given

stickiness of customer relationships

Cash-generative model; acquisitions all

selffunded

Strong acquisition capabilities across the

organisation; reduced acquisition integration

execution risk

>230

acquisitions since 2004

Active pipeline >1,300

Potential targets identified

across customer end markets

Market expansion across core customer

sectors (existing and new customers)

Product range development

Enhanced capabilities and scale

Focus on value-add distribution

businesses has led to higher margin

acquisitions

SUPPORTING BUNZL’S DEVELOPMENTCONSISTENTLY SUPPORTING THE GROUP’S LONG-TERM GROWTH

BOLT ON ACQUISITIONS CORE TO STRATEGY

2016-2020

8.1x 8.0x

2021-2025

13.3%

Year 2

Consistent valuations over time

Average of annual weighted multiples on

bolt-ons

; (EV/EBITA; initial stakes)

Strong returns achieved acrossbolt-ons

Average year 2 ROIC

for bolt-ons

acquired over

2021-2023

• 74 out of 77 announced acquisitions (2020-2025) were bolt-ons:

– Average committed spend of c.£25 million

since 2019

– c.£300 million average annual spend

since2019

• Balance sheet and cash flow supportive of ongoing annual spend

Read more about our acquisition strategy

on the investor section of our website

Notes

1. Acquisitions with an EV lower than £200m

2. ROIC on this page is calculated based on the share of ownership acquired and the enterprise value related to the share of

adjusted operating profit

3. Simple average of the annual multiples paid, with the annual multiples calculated on a weighted average basis each year

on businesses by reference to mulitples paid for initial stakes excluding performance-based payments (i.e. exclusive of

consideration dependent on future earnings growth, in particular buyout of minorities); multiples based on calendar year

earnings in the year of acquisition

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

ACQUISITION GROWTH

PURPOSE-LED STRATEGY continued

We have a highly successful acquisition model

with a focused and disciplined selection process and

strong expertise across the Group

We support the development

of the businesses we acquire,

while preserving their

commercial autonomy and

growth focus

Aligned entrepreneurial mindset

andculture

Synergies (e.g. purchasing, freight,

selective cross-selling opportunities)

Leverage Bunzl scale, including Asia

sourcing capabilities

Leverage Group investments and

expertise (e.g. own brand, sustainability,

digital)

Financial resources and acquisition

expertise to support future expansion

ofbusiness

Collaboration and best practice sharing

across the Group

WHY BUNZL IS AN ATTRACTIVE

HOME FOR A BUSINESS

A HIGHLY SUCCESSFUL ACQUISITION MODEL

We apply disciplined criteria to

selecting the right businesses

Resilient and growing markets

Fragmented customer and supplier base;

further market consolidation opportunity

Strong management team and customer

relationships

Synergy opportunities and attractive

financial returns (ROIC, ROACE)

Leading business if new sector or country

Goods not for resale; own brand potential

FOCUSED ACQUISITION PROCESS

• Local origination

complemented by central

adviser relationships

• Multi-year relationships

• Business cases developed

by local teams

• Central execution

expertise

• Strict due diligence

process

• Deal structuring

• All deals approved by

executive committee/

Board

• Local responsibility

• Light integration (e.g.

financial reporting and

controls, people-related

policies, code of conduct)

• Synergy realisation;

working capital

optimisation

ORIGINATION EXECUTION

ON-BOARDING

AND DELIVERY

We have a multi-national central acquisition team, deployed globally

and supported by strategic local partnerships

280

businesses reviewed by the

executive committee over the last

five years

acquisitions

approved of this 280

Bunzl plc Annual Report 2025

BUNZL HAS A COMPOUNDING GROWTH STRATEGY THAT DELIVERS

1 2 3 4 5 6

A diversified,

balanced and

resilient business

Compounding

growth strategy

with a 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

We operate across a diverse

and resilient range of end

markets and geographies, with

long-term relationships and a

low concentrated customer

and supplier base

We have a strong track record

of growth in revenue, adjusted

operating profit and adjusted

earnings per share

There are significant

opportunities for growth

inboth new and existing

marketsand geographies

through the consolidation

offragmented markets

We are a proactive

industry leader and partner,

continuously integrating

sustainability across our value

chain and supporting our

customers to meet their

objectives

Consistent strong cash

conversion and our strong

balance sheet supports our

growth strategy and other

opportunities for growth

We have clear capital

allocation priorities to

supportorganic growth and

self-funded value accretive

acquisitions to grow our

business and generate

enhanced shareholder

returns

Countries we operate

acrossglobally

c.9%

Adjusted earnings per share

CAGR since 2004

237

Completed

acquisitions since 2004

18%

Reduction in absolute emissions

since 2019

90%

Cash conversion

target

Years of consecutive annual

dividend growth

A strong track record for delivering growth

and returns to shareholders

INVESTMENT CASE

1. Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

BUSINESS AREA REVIEW

NORTH AMERICA

Jim McCool, Chief Executive Officer, North America

“ Actions we have taken in our

Distribution business have

improved operational

performance and I am

encouraged by the new

business we have won.”

Revenue

£6,276.7m

(2024: £6,568.1m)

53%

53% of revenue and

47% of adjusted

operating profit

1, 2

Growth at constant exchange

(1.2)%

(2024: (2.6)%)

Underlying growth

(0.3)%

(2024: (3.4)%)

Adjusted operating profit

£440.5m

(2024: £515.6m)

Growth at constant exchange

(11.5)%

(2024: 1.0%)

Operating margin

7.0%

(2024: 7.9 %)

1. Alternative performance measure (see Note 3 to the consolidated financial state-

mentson pages 147 to 149 in our Annual Report).

2. Based on adjusted operating profit and beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on pages 150 to 151 in our Annual Report).

In North America, revenue declined by 1.2% to

£6,276.7 million with underlying revenue declining

by 0.3%. Within underlying revenue, volumes and

selling prices were broadly stable, although

pricing was a small positive in the second half,

driven by tariffs. The 1.2% decline in constant

currency revenue was driven by the disposal of R3

Safety, which generated revenue of c.£50 million

in 2024. Adjusted operating profit decreased by

11.5%, to £440.5 million with operating margin at

7.0%, down from 7.9% in the prior year. This was

driven by underlying margin deterioration in our

Distribution business, with execution challenges

related to a significant operating model change,

alongside difficult end markets and resulting price

pressure from customers. Whilst Distribution

delivered a moderation of margin decline in the

second half, supported by our actions and despite

the economic backdrop, this was offset by weaker

demand in some other businesses, including

foodservice and grocery in Mexico, and food

processor and convenience stores.

The division of Distribution which supports US

grocers saw slight revenue growth, despite some

modest deflation, supported by new business

wins. However, operating margin and adjusted

operating profit was impacted by the loss of a

higher margin category from an ongoing

customer early in the year, which supported a

programme no longer available in our customer’s

stores, as well as the mix impact of lower margin

new business. Convenience store revenues

remained under pressure, impacted by declining

customer footfall resulting from soft market

conditions and a category loss.

The division of Distribution which services

foodservice redistribution customers delivered

stable revenue over the year, despite the market

backdrop and issues related to its operating

model change. After experiencing significant

deflation in 2024 and into the start of 2025,

pricing was broadly neutral in 2025, supported by

tariff-related price increases in the second half.

The team has continued their focus on regaining

volumes previously lost from execution issues

related to operating model changes. However, the

weak backdrop and resulting pressure from

customers amplified execution challenges and

drove a deterioration in adjusted operating profit.

Our food processor sector revenues increased

moderately, with increased volumes and price

inflation, although operating margins declined

significantly as price increases could not fully

offset tariff-related product cost increases given

the price-sensitivity of customers. Our businesses

serving the agriculture sector delivered stable

revenue, but margin declined significantly, driven

by increased customer pressure on margins and

tariff disruptions.

Our cleaning & hygiene revenues were broadly

stable, with flat volumes and a small amount

ofdeflation.

Revenue in our retail supplies sector declined

primarily from customer losses, store closures

and new business materialising slower than

expected. Operating profit also declined,

although operating costs were well managed. The

business continues to focus on enhancing

returns, with strong success to date.

Revenue in our safety sector, excluding the impact

of acquisitions and disposals, was slightly higher,

supported by price inflation resulting from tariffs,

partially offset by lower volumes in the face of an

uncertain economic landscape in several end

markets. Operating margin declined as a result of

operating cost inflation and product mix.

Finally, our businesses in Canada grew

moderately, driven by strong volumes, with a

minor benefit from an acquisition. Operating

margin was slightly lower, driven by higher

operating costs.

Bunzl plc Annual Report 2025

BUSINESS AREA REVIEW continued

Bunzl North America Distribution overview:

A market-leading, established and scale business

BUNZL NORTH AMERICA DISTRIBUTION

#1 OF C.35 OPERATING

COMPANIES IN NORTH AMERICA

• c.30% of Group revenue

PREDOMINANTLY GROCERY

AND FOODSERVICE CUSTOMERS

• Large national distributor in these

end markets

• Leading position in both

markets

A KEY FOUNDATION

OF THE GROUP’S HISTORICAL

RESILIENCE

• Complementary end market drivers

• Attractive return on average

operating capital, driven by

strong asset turn

SCALE AND EXPERTISE SUPPORTS A STRONG CUSTOMER PROPOSITION…

National coverage with good

infrastructure

Scale with suppliers; import

capabilities

Efficient operations and low

costto serve

Category expertise and

knowledge

…WITH SALES TAILORED TO THE END CUSTOMER SEGMENTS

GROCERY END CUSTOMERS

• Goods not for resale

• Contracted product categories

• Need reliability and consistency

• Revenue weighted to national/

regional customers

FOODSERVICE REDISTRIBUTORS

• Goods for resale

• Partly uncontracted business

• Need speed and availability

• Revenue more mixed (local and

national/regional customers)

C.2/3 OF REVENUE VIA NATIONAL/REGIONAL CUSTOMERS – C.1/3 VIA LOCAL CUSTOMERS

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

In North America, financial performance has been impacted by execution challenges related to an organisational

model change largely implemented by the start of 2024 in our Distribution business, our largest business, which

primarily services grocery and foodservice customers. This has been amplified by a weaker market.

BUSINESS AREA REVIEW continued

FUTURE PLANS: OUR FOCUS

FOR 2026 AND BEYOND…

• Increased market share

• Effective sales and operations model

to drive growth

• Coordinated approach with national /

larger customers; empowered and agile

approach with local customers

• Complementary own brand growth

alongside preferred branded supplier

growth with focus on margins

• Motivated teams empowered to make

fast and local decisions

A STRONGER PLATFORM TODRIVE

LONG-TERM PROFITABLE GROWTH

IMPROVED

UNDERLYING

REVENUE GROWTH

IN H2, DESPITE

INCREASED

MARKET

PRESSURE

MODERATION IN

DISTRIBUTION’S

YEAR-ON-YEAR

OPERATING

MARGIN DECLINE

IN H2 VS H1

Q4 2025 NEW

BUSINESS

OVERALL WORTH

>$100M

• National accounts

(both Grocery and

Foodservice)

• New customers

and wallet

share gains

• Supported by new

business wins

BUNZL NORTH AMERICAN DISTRIBUTION: ACTIONS

RE-ENGAGED AND

MOTIVATED TEAMS

CORE BUSINESS

REQUIREMENTS RESTORED

• Management change stabilised the

business

• Improved salesforce engagement

scores in our local business vs. 2024

• Service levels significantly improved;

back to expected levels

• Product availability improved;

inventory stabilised

IMPROVED

MODEL EXECUTION

REFOCUS ON BRANDED

SUPPLIERS, ALONGSIDE

OWN BRAND DEVELOPMENT

• Pricing for local customers and

productavailability moved back to the

localmarkets (improved agility and

response times)

• More robust sales pipeline management

(improved visibility and accountability)

• Strong cost savings achieved

• Strengthen branded supplier

relationships, with increased joint

programmes targeting specific market

opportunities

• Increased own brand penetration;

category launches well received

Bunzl plc Annual Report 2025

North America Distribution: Update on actions

supporting improved operational performance

Although the business has seen good momentum with business wins with national customers and a significant increase

in our underpenetrated own brand levels, the business was impacted by resulting loss of agility servicing local customers

following the change in organisational model. The Group took decisive action in the first half.

Revenue in Continental Europe grew by 2.5%

to£2,442.0 million, driven by the benefit of

acquisitions. Underlying revenue growth grew

0.3%, driven by slight net inflation. Adjusted

operating profit decreased by 3.6% to £204.7

million, with a decline in operating margin from

8.9% to 8.4%. Although we saw resilient

performances in the Netherlands and Spain, and

a strong performance in Finland, as well as the

benefit from acquisitions, the business area’s

performance was primarily impacted by the

performance of France and certain online

businesses in the first half of the year, against a

challenging operating environment. Importantly,

the business area’s operating margin stabilised in

the second half, driven by improved performance

in both France and our online businesses,

supported by actions taken and easier year-on-

year comparatives, with the macroeconomic

backdrop impacting performance from the

second half of 2024. This improvement was

partially offset by a weaker second half

performance in Central and Eastern Europe.

In France, revenue in our cleaning & hygiene

businesses declined with the ongoing, albeit

slowing, impact of deflation and soft volumes in

the first half of the year. Whilst action was taken

to reduce operating costs, this did not fully offset

the impact of lower sales and margin pressure,

leading to margin contraction over the period. A

project to consolidate smaller warehouses in our

largest business is nearing completion and will

deliver a more efficient operating platform with

improved service levels to our customers.

Revenue in our safety business, whilst flat for the

year, increased in the second half, supported by

new business wins. Revenue declined in our

foodservice businesses with domestic and public

sector customers due to a soft market.

Sales in Spain grew strongly, driven by

acquisitions and supported by volume growth in

our cleaning & hygiene and packaging businesses.

This volume growth was supported by business

wins, with both new and existing customers, and

product range expansion in the packaging

business. The region benefitted from the

continued success of its bolt-on acquisition

strategy with the acquisitions of Anper in June

2024, Cermeron in August 2024, Quindesur in July

2025 and Anta in September 2025.

In the Netherlands, moderate growth alongside

good margin management have driven moderate

operating profit growth. We continue to make

progress with digital tools to support the

businesses, including the successful

implementation of a Warehouse Management

System and the development of an online

marketplace solution in our grocery business.

In the Nordics, we have seen good sales and

strong profit growth from both our Norwegian

catering equipment business and our Finnish

cleaning & hygiene business. In Norway we have

benefitted from an increased amount of project

business and public sector spend, while our

Pamark business in Finland saw recent customer

wins and margin management support growth.

Denmark revenue declined moderately due to

volume reduction in our foodservice and retail

businesses with 2024 customer losses only

partially offset with customer wins.

In Central and Eastern Europe, revenue is down

moderately due to soft demand from industrial

and retail customers, with competition for

volumes also impacting our margin. Our business

in Turkey was impacted by competitive margin

pressure and a negative impact from

hyperinflation.

Our online businesses have seen mixed results

with good growth from our German cleaning &

hygiene business whilst our Spanish healthcare

and Dutch foodservice businesses suffered from

reduced traffic and conversion of online

marketing activities into revenue.

BUSINESS AREA REVIEW continued

CONTINENTAL EUROPE

Revenue

£2,442.0m

(2024: £2 ,377.1m)

21%

21% of revenue and

22% of adjusted

operating profit

1, 2

Growth at constant exchange

2.5%

(2024: 4.1%)

Underlying growth

0.3%

(2024: (1.7%))

Adjusted operating profit

£204.7m

(2024: £210.8m)

Growth at constant exchange

(3.6)%

(2024: (3.1%))

Operating margin

8.4%

(2024: 8.9%)

1. Alternative performance measure (see Note 3 to the consolidated financial state-

mentson page 147 to 149 in our Annual Report).

2. Based on adjusted operating profit and beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on pages 150 to 151 in our Annual Report).

“ We delivered a stabilisation of

year-on-year adjusted operating

profit and operating margin

across Continental Europe in

the second half of the year.”

Alberto Grau, Managing Director, Continental Europe

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

In UK & Ireland, revenue increased by 15.9% to

£1,883.6 million, driven by the full year impact of

2024 acquisitions, primarily Nisbets. Underlying

revenue grew by 1.4%, driven by volume growth,

despite the adverse demand impact the increases

in employer’s National Insurance rates had on key

customer sectors earlier in the year.

Encouragingly, improved ordering from existing

customers and the incremental gains from new

account wins led to a good finish to 2025. The

reduction in operating margins from 8.3% to 8.1%

was driven by the impact of the consolidation of

Nisbets in the first half of the year which, as a

catering business, has a seasonally lower margin

in the first half, and partially offset by underlying

margin growth, driven by a good performance in

our foodservice businesses. Margin growth in the

second half of the year was strongly supported by

synergies delivered through the acquisition of

Nisbets, predominantly related to third-party

logistics and procurement savings, and including

benefits to other UK & Ireland businesses.

Our cleaning & hygiene and care businesses

delivered revenue growth as a result of the

acquisition of Arrow County, which was acquired

in October 2024. The underlying businesses saw

further deflation across some key product

categories, although this eased over the year, and

the most significant operating business within this

sector continues to win new customers, driven by

a strong sustainability centred value proposition.

Although operating margins declined, reflective of

selling-price deflation, pricing is expected to be

less of a headwind in future periods.

The safety businesses experienced a decline in

underlying revenue due to volume reductions

with existing customers outweighing the positive

contribution from contract wins through the

course of the year. There has been further

investment in new operationally efficient

locations to deliver higher levels of service to

customers, and our businesses are well placed to

take advantage of recent government

announcements relating to infrastructure

projects. Our online workwear business saw

improved performance as the year progressed

with a particularly strong finish to 2025.

Our grocery and non-food retail businesses saw

aslight reduction in revenues, driven by lower

volumes. Grocery profits were stable, despite a

mixed customer picture and consumer sentiment

remaining weak. Our non-food packaging

business aimed primarily at luxury retailers

showed growth despite a difficult global demand

picture in its principal markets. Our other

packaging businesses experienced lower

revenues due to corrugate deflation and

temporary issues faced by some leading

customers, unrelated to Bunzl’s service.

In 2025, our foodservice division delivered strong

results, especially in the second half of the year.

Sales growth came from the Nisbets and C&C

acquisitions as well as solid performances in

existing businesses. Robust increases in profit

inour legacy operations were driven by revenue

growth from pricing adjustments and new

account wins, disciplined cost management

andsynergy benefits related to Nisbets. Nisbets

showed improvement in performance during

2025, generating positive sales and operating

profit growth in the second half. These results

were supported by operational improvements,

procurement savings and greater than

anticipatedsynergy benefits.

Our businesses in Ireland experienced strong

underlying sales growth helped by some

significant customer wins in the retail and

foodservice sector, which helped to more than

offset the negative impact of product price

deflation and challenging market conditions

across many sectors. The Caterline business,

which was acquired in September 2025, provided

strong sales growth and synergy opportunities

for the Ireland division.

“ Nisbets showed considerable

improvement in performance

during 2025, generating strong

operating profit growth and

greater than expected

synergies.”

Revenue

£1,883.6m

(2024: £1,625.8m)

16%

16% of revenue and

16% of adjusted

operating profit

1, 2

Growth at constant exchange

15.9%

(2024: 19.3%)

Underlying growth

1.4%

(2024: (4.2)%)

Adjusted operating profit

£153.1m

(2024: £135.1m)

Growth at constant exchange

13.3%

(2024: 31.0%)

Operating margin

8.1%

(2024: 8.3%)

1. Alternative performance measure (see Note 3 to the consolidated financial state-

mentson page 147 to 149 in our Annual Report).

2. Based on adjusted operating profit and beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on pages 150 to 151 in our Annual Report).

Bunzl plc Annual Report 2025

BUSINESS AREA REVIEW continued

UK & IRELAND

Dale Stokes, Managing Director, UK & Ireland

In Rest of the World, revenue increased by 9.1%

to£1,243.1 million, driven by acquisitions, as well

as underlying revenue growth of 3.5%. Adjusted

operating profit grew by 5.4% to £145.3 million,

with operating margin falling from 12.1% to 11.7%,

driven by an operating margin reduction in Brazil.

Asia Pacific delivered very strong revenue and

profit growth, supported by both acquisitions

andorganic performance of existing businesses.

Latin America achieved strong revenue growth,

supported by acquisitions and underlying

revenue growth, but operating margin was

strongly impacted by Brazil, where currency-

related cost increases could not be fully passed

on to customers.

In Brazil, our safety businesses delivered modest,

price-driven sales growth but operating margins

were lower as strong currency-driven cost

increases, which began in the second quarter of

2025, could not be fully passed on to customers

due to weakening demand in the industrial

markets. Our healthcare businesses also grew

modestly driven by a greater number of attended

surgeries, although the value per surgery fell,

impacting margins. After a record year in 2024,

our cleaning & hygiene businesses had a more

difficult year as an increase in credit risk at some

customers reduced sales and pressured

operating margins. Finally, our foodservice

business grew strongly with the acquisition of

Solupack, a specialist own brand packaging

solutions provider, while underlying sales were

also up slightly albeit at lower margins. Over the

course of the year Brazil moved from seeing

strong inflation to slight deflation.

In Chile, our safety businesses saw strong growth

in sales and operating profits, driven by robust

demand in the mining sector and subdued cost

inflation. Our foodservice business also saw good

sales growth and higher gross margins despite

strong competition in the wholesale market. In

July 2025 we acquired Hospitalia, our first

healthcare business in Chile which has had an

encouraging start. Elsewhere, our Mexico safety

business had a challenging year with flat sales and

lower margins due to US tariffs impacting

business confidence. Our safety businesses

inPeru and Colombia, on the other hand,

experienced strong sales and profit growth

aslocal manufacturing and mining industries

proved more resilient.

In Asia Pacific our largest business Bunzl Australia

and New Zealand delivered strong growth in the

period. The healthcare sector in both aged care

and hospitals was the main driver with continued

new business wins and category expansion at

existing customers. The hospitality sector

showedgrowth in the second half while our

specialist cleaning & hygiene businesses

contributed solid results focusing on equipment

repairs and servicing.

The Australian safety business saw a decline

insales, particularly consumable products in

themining and government sectors. There is

increased focus on growing the service revenue

and specialisation services.

Our MedTech business and specialist healthcare

operations in Australia and New Zealand also

delivered good results in both sales and margin

despite lower-than-expected spend by

government customers in this sector, supported

by the acquisitions of Cubro Group and DBM

Medical Group. Our continued focus on

specialisation has allowed this business to grow

with existing customers and target other

distribution opportunities.

Revenue

£1,243.1m

(2024: £1,205.4m)

10%

10% of revenue and

15% of adjusted

operating profit

1, 2

Growth at constant exchange

9.1%

(2024: 17.1%)

Underlying growth

3.5%

(2024: 5.5%)

Adjusted operating profit

£145.3m

(2024: £146.2m)

Growth at constant exchange

5.4%

(2024: 32.3%)

Operating margin

11.7%

(2024: 12.1%)

Jonathan Taylor, Managing Director,

Latin America

Scott Mayne, Managing Director,

Asia Pacific

BUSINESS AREA REVIEW continued

REST OF THE WORLD

1. Alternative performance measure (see Note 3 to the consolidated financial state-

mentson page 147 to 149 in our Annual Report).

2. Based on adjusted operating profit and beforecorporate costs (see Note 4 to the

consolidatedfinancial statements on pages 150 to 151 in our Annual Report).

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

Richard Howes, Chief Financial Officer

FINANCIAL REVIEW

“ We’re committed to building on

Bunzl’s historical consistent

compounding success.”

Revenue

Up 0.6% at actual

exchange rates

£11,845m

(2024: £11,776m) +3.0%

†

Adjusted

operating profit*

Down 6.7% at actual

exchange rates

£910.3m

(2024: £976.1m) (4.3)%

†

Operating profit

Down 8.0% at actual

exchange rates

£735.3m

(2024: £799.3m) (5.7)%

†

Adjusted earnings

per share*

Down 7.7% at actual

exchange rates

179.3p

(2024: 194.3p) (5.2)%

†

Dividend per share

Long track record of

dividendgrowth continues

74.1p

(2024: 73.9p) +0.3%

Cash conversion*

Continued strong

cash conversion

95%

(2024: 93%)

Adjusted net debt

to EBITDA*

2.0x

(2024: 1.8x)

Committed

acquisition spend

£131.8m

(2024: £882.5m)

Share buyback

£200m

(2024: £250m)

† At constant exchange rates.

* Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).

2025 FINANCIAL HIGHLIGHTS

Bunzl plc Annual Report 2025

2024

£m

Growth as

reported

Growth at

constant

exchange

2025

£m

Financial results

Revenue 11,845.4 11,776.4 0.6% 3.0%

Adjusted operating profit

910.3 976.1 (6.7)% (4.3)%

Adjusted profit before income tax

787.1 872.9 (9.8)% (7.4)%

Adjusted earnings per share

179.3p 194.3p ( 7.7)% (5.2)%

Dividend for the year 74.1p 73.9p 0.3%

Statutory results

Operating profit 735.3 799.3 (8.0)% (5.7)%

Profit before income tax 620.5 673.6 (7.9)% (5.3)%

Basic earnings per share 141.5p 149.6p (5.4)% (2.7)%

Balance sheet and Cash flow

Return on average operating capital %

37.0% 43.2%

Return on invested capital %

13.0% 14.8%

Cash conversion %

95% 93%

* Alternative performance measure (see Note 3 to the consolidated financial statements on pages 147 to 149).

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

pages 147 to 149.

Currency translation

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

reported profit growth rates by between 2% and 3%. This adverse exchange impact to profit is primarily

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

dollar.

Average exchange rates 2025 2024

US$

1.32 1.28

Euro

1.17 1.18

Canadian$

1.84 1.75

Brazilian real

7.36 6.89

Australian$

2.04 1.94

Closing exchange rates 2025 2024

US$

1.35 1.25

Euro

1.15 1.21

Canadian$

1.85 1.80

Brazilian real

7.38 7.74

Australian$

2.02 2.02

Revenue

Revenue increased to £11,845.4 million (2024: £11,776.4 million), an increase of 0.6% at actual

exchangerates. At constant exchange rates revenue increased 3.0% driven by acquisitions net of

disposals adding 2.9%, and underlying growth of 0.4%, partly offset by one less trading day in 2025

compared to 2024 reducing revenue by 0.3%. Underlying revenue growth was supported by moderate

growth across Rest of the World and the UK & Ireland largely countered by a very slight decline in North

America, and with both volumes and net inflation stable over the year. We benefited from a small level

of net Group inflation towards the end of the year, driven by tariff-related price increases in North

America, but continued to see deflation in our cleaning & hygiene business in France and the UK

despite some moderation through 2025. Underlying revenue growth improved over the year and was

stronger in the second half, growing at 0.9% compared to a 0.2% decline in the first half of the year,

despite tougher comparatives, and was supported by new business wins and underlying growth

acrossall business areas.

Movement in revenue (£m)

10,500

10,800

11,10 0

11,400

11,700

12,000

11,7 76.4

(278.8)

(31.3)

46.2 –

332.9

11,845.4

2024

revenue

Currency

translation

Trading

day

Excess growth in

hyperinﬂationary

economies

Underlying

growth

Acquisitions

net of disposals

2025

revenue

Operating profit

Adjusted operating profit was £910.3 million (2024: £976.1 million), a decrease of 4.3% at constant

exchange rates and 6.7% at actual exchange rates. This included a £7.8 million share-based payment

credit due to the reversal of prior year charges related to awards made in 2023 and 2024 which have

been impacted by the Group’s performance in 2025. At both constant and actual exchange rates

operating margin decreased to 7.7% from 8.3% in 2024. The decline in operating margin to 7.7% was

driven by execution issues in our largest operating business, Bunzl Distribution in North America, and

market-driven weakness in some of our other business. Excluding the share-based payment credit

noted above operating margin was 7.6%.

FINANCIAL REVIEW continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

FINANCIAL REVIEW continued

Movement in adjusted operating profit (£m)

850

875

900

925

950

975

1000

976.1

(24.5)

0.2

(41.5)

910.3

2024 adjusted

operating proﬁt

Currency

translation

Decrease in

hyperinﬂation

accounting

adjustments

2025 decline 2025 adjusted

operating proﬁt

Operating profit was £735.3 million (2024: £799.3 million), a decrease of 5.7% at constant exchange

rates and 8.0% at actual exchange rates.

Movement in operating profit (£m)

700

720

740

760

780

800

820

(3.2)

0.3

0.2

(19.8)

735.3

799.3

(41.5)

2024 operating

proﬁt

Currency

translation

Decrease in

hyperinﬂation

accounting

adjustments

Non repeat of

pension

scheme credit

Decline in

adjusted

operating proﬁt

Decrease in

amortisation

(excluding software)

and acquisition

related items

2025 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 £123.2 million, an increase of £21.5 million at

constant exchange rates (up £20.0 million at actual exchange rates), mainly due to higher average

debtduring the year. Net finance expense for the year was £126.7 million including £3.5 million of

interest on unwinding of discounting deferred consideration on acquisitions.

Disposal of businesses

The profit on disposal of business in 2025 of £11.9 million relates to the disposal of R3 Safety in North

America, which completed on 31 January 2025. The profit on disposal reflects the cash consideration

received of £17.6 million and recycling of historical foreign exchange gains of £5.6 million held in the

translation reserve within equity offset by the net book value of assets disposed of £10.4 million and

transaction costs and provisions of £0.9 million. The loss on disposal of business in 2024 of £20.3

million relates to the disposal of the Group’s business in Argentina and a healthcare business in

Germany, which completed on 14 March 2024 and 12 July 2024 respectively. There was no material

impact from the disposal of these businesses on the Group’s trading performance.

Profit before income tax

Adjusted profit before income tax was £787.1 million (2024: £872.9 million), down 7.4% at constant

exchange rates (down 9.8% at actual exchange rates), due to the decline in adjusted operating profit

and the increase in adjusted net finance expense. Profit before income tax was £620.5 million (2024:

£673.6 million), a decrease of 5.3% at constant exchange rates (down 7.9% at actual exchange rates)

due to the decline in operating profit and increase in net finance expenses, partly offset by the gain

ondisposal of businesses in 2025 compared to the losses on disposal of businesses in 2024.

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 26.0%

(2024: 25.5%) and the reported tax rate on statutory profit was 25.9% (2024: 25.6%). The effective tax

rate for 2025 is higher than for 2024 primarily due to the absence of one-off benefits from UK group

relief included in 2024. The Group’s effective tax rate is expected to be 26.0% in 2026.

Earnings per share

Adjusted profit after tax attributable to the Company’s equity holders was £581.9 million (2024:

£649.9 million), down 8.0% and a decrease of £50.8 million at constant exchange rates (down 10.5%

atactual exchange rates), due to a £62.8 million decrease in adjusted profit before income tax, partly

offset by a £12.0 million decrease in the tax on adjusted profit before income tax at constant exchange

rates. Adjusted profit after tax for the year bears a £6.6 million adverse impact from hyperinflation

accounting adjustments (2024: £9.8 million adverse impact).

Profit after tax attributable to the Company’s equity holders decreased to £459.2 million (2024:

£500.4 million), down 5.6% and a decrease of £27.2 million at constant exchange rates (down 8.2%

atactual exchange rates), due to a £34.6 million decrease in profit before income tax, partly offset

bya£7.4 million decrease in the tax charge at constant exchange rates. Profit after tax for the year

bears a £6.6 million adverse impact from hyperinflation accounting adjustments (2024: £9.8 million

adverse impact).

Bunzl plc Annual Report 2025

FINANCIAL REVIEW continued

The weighted average number of shares in issue decreased to 324.6 million from 334.4 million in 2024

due to shares cancelled under the share buyback programme and share purchases into the employee

benefit trust partly offset by employee share option exercises.

Adjusted earnings per share attributable to the Company’s equity holders were 179.3p (2024: 194.3p), a

decrease of 5.2% at constant exchange rates (down 7.7% at actual exchange rates). Basic earnings per

share attributable to the Company’s equity holders were 141.5p (2024: 149.6p), down 2.7% at constant

exchange rates (down 5.4% at actual exchange rates).

Movement in adjusted eps (p)

170

175

180

185

190

195

200

194.3

(14.1)

179.3

(1.3)

(5.1)

5.3

0.2

2024

adjusted EPS

Currency

translation

Decrease in

adjusted proﬁt

before income tax

Increase in

eﬀective tax rate

Decrease in

hyperinﬂation

accounting

adjustments

Decrease in

weighted

average number

of shares

2025

adjusted EPS

Movement in basic eps (p)

120

125

130

135

140

145

150

155

(4.1)

141.5

149.6

9.7

(3.4)

(14.2)

0.3

(0.6)

4.2

2024

basic EPS

Currency

translation

Decrease in

adjusted

proﬁt before

income tax

Increase in

adjusting

items

Change in

gain/loss on

disposal of

businesses

2025

basic EPS

Decrease 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:

2025 2024 Growth

Interim dividend (p) 20.2 20.1 0.5%

Final dividend (p) 53.9 53.8 0.2%

Total dividend (p) 74.1 73.9 0.3%

Dividend cover (times) 2.4 2.6

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

proposing a 2025 final dividend of 53.9p, an increase of 0.2% on the amount paid in relation to the 2024

final dividend. The 2025 total dividend of 74.1p is 0.3% higher than the 2024 total dividend.

Before approving any dividends, the Board considers the level of borrowings of the Group by reference

to the ratio of net debt to EBITDA, the ability of the Group to continue to generate cash and the amount

required to invest in the business, in particular into future acquisitions. The Group’s long term track

record of strong cash generation, coupled with the Group’s substantial borrowing facilities, provides

the Company with the financial flexibility to fund a growing dividend. After the further growth in 2025,

Bunzl has sustained 33 years of consecutive annual dividend growth to shareholders.

The risks and constraints to maintaining a growing dividend are principally those linked to the Group’s

trading performance and liquidity, as described in the Principal risks and uncertainties on pages 64 to

72. The Group has substantial distributable reserves within Bunzl plc and there is a robust process of

distributing profits generated by subsidiary undertakings up through the Group to Bunzl plc. At 31

December 2025 Bunzl plc had sufficient distributable reserves to cover more than six years of

dividends at the levels of those delivered in 2025, which is expected to be approximately £240 million.

Acquisitions

The Group completed eight acquisitions during the year ended 31 December 2025, with a total

committed spend of £131.8 million. The estimated annualised revenue and adjusted operating profit

ofthe acquisitions completed during the year were £92 million and £16 million, respectively.

A summary of the effect of acquisitions is as follows:

£m

Fair value of net assets acquired 53.3

Goodwill 50.9

Consideration 104.2

Satisfied by:

cash consideration 95.6

deferred consideration 8.6

104.2

Contingent payments relating to retention of former owners 17.4

Net cash acquired (1.0)

Transaction costs and expenses 11.2

Total committed spend in respect of acquisitions completed in the current year 131.8

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

FINANCIAL REVIEW continued

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

£m

Cash consideration 95.6

Net cash acquired (1.0)

Deferred consideration payments 23.9

Net cash outflow on purchase of businesses 118.5

Cash outflow from acquisition related items* 43.4

Total cash outflow in respect of acquisitions 161.9

* Acquisition related items comprise £12.1 million of transaction costs and expenses paid and £31.3 million of payments relating to

retention of former owners.

Cash flow

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

2025

£m

2024

£m

Cash generated from operations

†

1,136.1 1,133.4

Payment of lease liabilities (232.7) (216.7)

Net capital expenditure (68.8) (37.2)

Operating cash flow

†

834.6 879.5

Net interest paid excluding interest on lease liabilities (76.4) (65.2)

Income tax paid (179.7) (180.5)

Free cash flow 578.5 633.8

Dividends paid (242.2) (228.6)

Net payments relating to employee share schemes (40.0) (14.3)

Net cash inflow before acquisitions, disposals and

purchase of own shares 296.3 390.9

Purchase of own shares (204.8) (247.9)

Acquisitions

◊

(161.9) (678.2)

Disposals 17.0 2.9

Net cash outflow on net debt excluding lease liabilities (53.4) (532.3)

† Before acquisition related items.

◊ Including acquisition related items.

The Group’s operating cash flow of £834.6 million was £44.9 million lower than in 2024 driven by an

increase in net capital expenditure of £31.6 million as we invested in a number of projects particularly

in North America, the UK, France and Denmark to improve operational efficiency, and a £16.0 million

increase in payment of lease liabilities. The Group’s free cash flow of £578.5 million was £55.3 million

lower than in 2024, driven by the decrease in operating cash flow of £44.9 million and an increase of

£11.2 million in net interest paid excluding interest on lease liabilities. The Group’s free cash flow was

used to finance dividend payments of £242.2 million in respect of 2024 (2024: £228.6 million in respect

of 2023), purchase of own shares of £204.8 million (2024: £247.9 million) and net payments of

£40.0 million (2024: net payments of £14.3 million) relating to employee share schemes, and partially

finance an acquisition cash outflow of £161.9 million (2024: £678.2 million). Purchase of own shares of

£204.8 million comprises the £200 million 2025 share buyback programme, £3.3 million relating to

outstanding payments from the 2024 share buyback programme, stamp duty of £1.3 million and

transaction costs of £0.2 million. Cash conversion (being the ratio of operating cash flow as a

percentage of lease adjusted operating profit) was 95% (2024: 93%).

2025

£m

2024

£m

Operating cash flow 834.6 879.5

Adjusted operating profit 910.3 976.1

Add back depreciation of right-of-use assets 197.8 186.1

Deduct payment of lease liabilities (232.7) (216.7)

Lease adjusted operating profit 875.4 945.5

Cash conversion 95% 93%

Net debt

2025

£m

2024

£m

Net debt excluding lease liabilities (1,663.9) (1,611.4)

Total deferred and contingent consideration – on and off balance sheet (278.9) (375.4)

Adjusted net debt (1,942.8) (1,986.8)

Lease liabilities (742.5) (754.1)

Adjusted net debt including lease liabilities (2,685.3) (2,740.9)

Adjusted net debt to EBITDA 2.0x 1.8x

Adjusted net debt including lease liabilities to EBITDA 2.2x 2.1x

Net debt excluding lease liabilities increased by £52.5 million during the year to £1,663.9 million

(2024: £1,611.4 million), due to a net cash outflow of £53.4 million and a non-cash increase in debt of

£7.8 million, partly offset by a £8.7 million decrease due to currency translation.

Adjusted net debt decreased by £44.0 million during the year to £1,942.8 million (2024: £1,986.8 million)

due to a £96.5 million decrease in total deferred and contingent consideration, partly offset by the

£52.5 million increase in net debt excluding lease liabilities.

Bunzl plc Annual Report 2025

FINANCIAL REVIEW continued

Balance sheet

Summary balance sheet at 31 December:

2025

£m

2024

£m

Intangible assets 3,618.1 3,683.8

Right-of-use assets 682.1 697.6

Property, plant and equipment 231.1 213.3

Working capital 1,288.1 1,210.2

Net assets held for sale – 10.0

Deferred consideration (225.7) (258.2)

Other net liabilities (411.9) (420.3)

Net pension surplus 17.4 19.8

Net debt excluding lease liabilities (1,663.9) (1,611.4)

Lease liabilities (742.5) (754.1)

Equity 2,792.8 2,790.7

Return on average operating capital 37.0% 43.2%

Return on invested capital 13.0% 14.8%

Return on average operating capital decreased to 37.0% from 43.2% in 2024 and Return on invested

capital decreased to 13.0% compared to 14.8% in 2024 due to lower adjusted operating profit in the

underlying businesses.

Intangible assets decreased by £65.7 million to £3,618.1 million due to an amortisation charge of

£164.5 million, an impairment charge of £10.7 million, and a decrease from currency translation

of £15.9 million, partly offset by intangible assets arising on acquisitions in the year of £104.3 million,

anet increase from hyperinflation adjustments of £5.2 million and software additions of £15.9 million.

Right-of-use assets decreased by £15.5 million to £682.1 million due to a depreciation charge of

£197.8 million and a decrease from currency translation of £9.5 million, partly offset by additional

right-of-use assets from new leases during the year of £157.0 million, an increase from remeasurement

adjustments of £29.6 million and an increase from acquisitions of £5.2 million.

Working capital increased from the prior year end by £77.9 million to £1,288.1 million mainly due to

payment of commitments of £53.3 million under the share buyback programme recognised at

31 December 2024, an increase of £15.5 million from acquisitions and an underlying increase of

£30.5 million as shown in the cash flow statement, partly offset by a decrease from currency translation

of £20.7 million.

Deferred consideration decreased by £32.5 million to £225.7 million due to deferred consideration

andretention payments of £43.8 million, a net credit from adjustments to previously estimated earn

outs of £45.5 million, partly offset by charges relating to the retention of former owners of £40.9 million,

£8.6 million of deferred consideration recognised on current year acquisitions, interest on unwinding of

discounting of £3.5 million and an increase from currency translation of £3.8 million. Off balance sheet

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

businesses acquired, decreased by £64.0 million to £53.2 million due to a £40.9 million decrease from

retention of former owners which was recognised on the balance sheet during the year, a reduction

topreviously estimated contingent consideration of £28.3 million and unwinding of discounting of

£3.5 million, partly offset by £7.9 million of contingent consideration for current year acquisitions and

anincrease from foreign exchange of £0.8 million. Total deferred and contingent consideration both

onand off balance sheet at 31 December 2025 was £278.9 million (2024: £375.4 million).

The Group’s net pension surplus of £17.4 million at 31 December 2025 has decreased by £2.4 million

from the net pension surplus of £19.8 million at 31 December 2024, largely due to actuarial losses

of£3.7 million.

Within net debt excluding lease liabilities, cash and cash equivalents have decreased by

£892.8 million and bank overdrafts have decreased by £775.3 million following a focus on reducing

thegross balances within the Group’s cash-pooling arrangement.

Shareholders’ equity increased by £2.1 million during the year to £2,792.8 million. Own shares

purchased for cancellation during the year of £151.5 million includes the £200 million 2025 share

buyback programme which was completed during the year, £1.3 million of stamp duty and £0.2

millionof transaction costs less £50.0 million committed at 31 December 2024.

Movement in shareholders’ equity (£m)

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

2,790.7

(242.2)

(151.5)

(36.7)

459.8

(35.3)

11. 2

(2.8)

(0.4)

2,792.8

Shareholders’

equity at

31 December

2024

Currency

(net

of tax)

Proﬁt for

the year

Actuarial

loss

on pension

schemes

(net of tax)

Hyperinﬂation

accounting

adjustments

Own shares

purchased

for

cancellation

Dividends Share

based

payments

(net of tax)

Employee

schemes

(net of tax)

Shareholders’

equity at

31 December

2025

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.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

FINANCIAL REVIEW continued

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 2025 all covenants were complied

with, with Covenant net debt to EBITDA of 1.8 times as at 31 December 2025 (31 December 2024:

1.5 times), and based on current forecasts it is expected that such covenants will continue to be

complied with for the foreseeable future. The US private placement notes (‘USPPs’) issued in March

2022 contain a clause whereby upon maturity of the previously issued USPPs, the latest maturity being

in 2028, the principal financial covenants referred to above will no longer apply.

The Group has substantial funding available comprising multi-currency credit facilities from the Group’s

banks, USPPs and senior bonds. During 2025, the Group issued under the terms of its Euro Medium

Term Note (‘EMTN’) programme a £250 million senior unsecured bond maturing in 2031 and a

£250 million senior unsecured bond maturing in 2036. The bonds issued extend the maturity profile

ofthe Group’s debt portfolio. At 31 December 2025 the nominal value of senior bonds outstanding

was£1,334.8 million (2024: £1,113.2 million) with maturities ranging from 2030 to 2036. At 31 December

2025 the nominal value of USPPs outstanding was £579.2 million (2024: £798.6 million) with maturities

ranging from 2026 to 2032. At 31 December 2025 the available committed bank facilities totalled

£1,250.0 million (2024: £933.5 million) of which none (2024: none) was drawn down. During 2025,

theGroup refinanced all of its existing committed bank facilities with a syndicated bank facility of

£950 million and bilateral bank facilities of £300 million, with a maturity of 2030.

The Group has a €1 billion euro-commercial paper programme and a $1 billion US commercial

paperprogramme, under which it can issue short term notes. At 31 December 2025, the nominal

valueof commercial paper in issue was £87.0 million (2024: £144.6 million) with maturities of up to

threemonths.

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

statements to 30 June 2027 of approximately £116.3 million relating to maturing USPPs.

Maturity profile by year (£m)

100

200

300

400

500

600

2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036

116

130

400

250

100 100

250

435

US private placement notes Commercial paper

Senior bonds

Further details of the Group’s capital management and treasury policies and controls are set out

inNote 18 to the consolidated financial statements on pages 162 to 167.

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 severe but

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

statements on page 141.

Richard Howes

Chief Financial Officer

2 March 2026

Bunzl plc Annual Report 2025

CAPITAL ALLOCATION

Capital allocation and shareholder returns

Our capital allocation priorities remain unchanged and focused on the following: (1) to invest in the

business to support organic growth and operational efficiencies; (2) to pay a progressive dividend; (3)

toself-fund value-accretive acquisitions; and (4) to distribute excess cash. In the 21 years from 2004 to

2025, inclusive, Bunzl has committed £6.2 billion in acquisitions to support a growth strategy that has

delivered an annual adjusted earnings per share CAGR of c.9%, and has returned £3.1 billion to

shareholders through dividends and the 2024 and 2025 share buybacks.

In December 2024 Bunzl announced a £200 million share buyback programme, which commenced

atthe start of 2025 and was completed by October 2025.

LEVERAGE IS WITHIN THE TARGET RANGE OF 2.0–2.5X

Adjusted net debt to EBITDA

2017 2023 2024 2025

EBITDA

Net Debt

CAPITAL ALLOCATION PRIORITIES UNCHANGED

Invest in the business

• Low risk, high return investments remain our priority

• Asset light business model

37%

ROACE

Pay a progressive dividend

• 33 consecutive years of annual dividend growth

• Dividend cover supports sustainable annual growth

£2.7bn

of dividend payments

since 2004

Value-accretive acquisitions

• Continued focus on bolt-on acquisitions at attractive multiples which

deliver a strong return; valuation discipline

• Track record of successfully selecting and integrating businesses; clear

and established acquisition process

• Pipeline active

£6.2bn

of committed spend

between 2004 and 2025

Distribution of excess cash

• Kept under regular review alongside level of excess cash and value-

accretive acquisition pipeline

£450m

share buybacks 2024–2025

CAPITAL ALLOCATION POLICY: FOCUSED ON BOLT-ON ACQUISITIONS THAT GENERATE STRONG RETURNS

2.3x 1.2x 1.8x 2.0x

• Leverage

1,2

within the target range of 2.0-2.5x

remainsappropriate

• Strong cash generation supports capital

allocationopportunities

• Consistent capital allocation framework

1. Alternative performance measures (see Note 3 on pages 147 to 149 of the Annual Report)

2. Adjusted net debt to EBITDA – includes deferred and contingent consideration to be paid

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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.

Acquisition spend (£m)

2025

132

883

2024

468

2023

322

2022

508

2021

Consideration paid and payable, together with net debt/cash assumed,

inrespect of acquisitions agreed during the year.

Committed acquisition spend of £132 million across eightacquisitions.

Annualised revenue

from acquisitions (£m)

2025

744

2024

325

2023

299

2022

322

2021

Estimated revenue which would have been contributed by acquisitions

agreed during the yearifsuch acquisitions had been completed

atthebeginning of the relevant year (see Note 9 onpages 154 to 157).

Organic revenue growth

(%)

2025

0.1

(2.0)

2024

(2.9)

2023

6.8

2022

3.2

2021

Increase in revenue for the year excludingthe impact of currency

translation, acquisitions during the first 12 months ofownershipand

disposals.

Organic revenue growth of 0.1% was driven by growth in Rest of World

and UK & Ireland, partially offset by a decline in North America.

Reconciliation of revenue growth

between 2024 and 2025 (£m)

2024 revenue Currency Underlying Acquisitions

net of disposals

Trading

day

2025 revenue

11,845333

(31)

(279)

11,776

Revenue up 0.6% at actual exchange rates, up3.0% at constant

exchange rates driven by a2.9%benefit from acquisitions net of

disposals and0.4% underlying growth in2025 compared to 2024.

Thiswas partially offset by a0.3% decline from one less trading day.

1. Alternative performance measure (see Note 3 to the consolidated

financial statements on pages 147 to 149 of the Annual Report).

Bunzl plc Annual Report 2025

OPERATING MODEL IMPROVEMENTS FINANCIAL

Operating margin

(%)

2025

7.7

8.3

2024

8.0

2023

7.4

2022

7.3

2021

Ratio of adjusted operating profit

torevenue.

Operating margin of 7.7% compared to 8.3% in 2024.

Excluding the impact of acquisitions during the first 12months of

ownership, the 2025 operating margin was 7.6%, down from 8.3%

in2024 (restated at constant exchange rates).

Return on average

operating capital

(%)

2025

37.0

43.2

2024

46.1

2023

43.0

2022

43.3

2021

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 37.0% from

43.2%in2024 due to lower adjusted operating profit in the

underlyingbusinesses.

Cash conversion

(%)

2025

2024

2023

107

2022

102

2021

Operating cash flow

as a percentage of lease adjustedoperating profit

(see Consolidated cash flowstatement on page 140).

Another strong year of cash generation withcashconversion of 95%

in2025.

Adjusted earnings per share

(p)

2025

179.3

194.3

2024

191.1

2023

184.3

2022

162.5

2021

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 154).

At constant exchange rates, adjusted earnings per share was down 5.2%

driven by a 4.3% decrease in adjusted operating profit

Return on invested capital

(%)

2025

13.0

14.8

2024

15.5

2023

15.0

2022

15.1

2021

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 13.0% due to lower adjusted operating profit in the

underlyingbusinesses.

KEY PERFORMANCE INDICATORS continued

1. Alternative performance measure (see Note 3 to the consolidated

financial statements on pages 147 to 149 of the Annual Report).

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

KEY PERFORMANCE INDICATORS continued

NON-FINANCIAL KPIs

OUR COMMITMENTS PERFORMANCE WHAT’S NEXT

Responsible supply chain

90%

of our spend on products from all high riskregions

willbe sourced from assessed and compliant suppliers

by 2025.

93%

of our spend in high risk regions was sourced from

assessed and compliant suppliers.

Use the results of our new supply chain risk

assessment to design how our responsible sourcing

programme will be structured once our current KPI

has been achieved.

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

Investing in a diverse workforce

Encouraging more womeninto leadership rolesthrough focused andtargeted

activities andcontinuing to build atrulyinclusive culture acrossBunzl.

25%

(2024: 25% )

women in our senior leadership 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.

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

28% improvement in

carbon efficiency

since2019.

Emission intensity (tonnes

e per £m revenue)

44% suppliers

byemissions have

science-based

carbonreduction

targets in place.

We will continue to work with our key suppliers to

deliver our newscience-based scope 3 emissions

target using a combination of methods for our

engagement, including face-to-face meetings,

webinars and supplier engagement events.

141,320

2019

2025

116,402

2025

13.8

9.9

2019

Providing tailored solutions

Significantly increasing the amount of recyclable, compostable or reusable packaging

supplied to our customers to help them meet their targets.

58%

of packaging made from alternative materials in2025 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.

87%

of Group revenue attributable to non-packaging

products or packaging products better suited to

acirculareconomy

of revenue generated from consumables

facingregulation.

1. Includes freight, duties and FX related costs.

2. Senior leadership group defined as the c.540 leaders that receive share awards as part of their remuneration. Since 2016, the number of women in our senior leadership group has more than doubled.

3. Subject to limited assurance performed by our independent auditor. See the assurance statement, which is available on our website, www.bunzl.com.

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

5. Emissions in our baseline year have been recalculated to reflect the impact of acquisitions. Emissions intensity has been recalculated using revenue at constant currency. The process has been agreed with the SBTi.

6. Excluding revenue from 2025 acquisitions.

Bunzl plc Annual Report 2025

GREAT PLACE TO WORK SURVEY

Results are measured by two key metrics:

1. Trust Index

The average number of

positive responses to the

survey questions.

2. Overall Perception

Positive answers to the

question ‘Taking everything

into account, I would say this

isa great place to work’.

81%

of operating companies

whotookpart were certified

as a Great Place to Work

(+5pts from 2024)

71% 73%

82%

Participation rate

(+1pt from 2024)

(no change from 2024) (no change from 2024)

OUR PEOPLE

A culture built on Trust, Unlimited

Potential and Collective Strength

“ Our Great Place to Work

results, the launch of our

Unlimited Potential brand,

andthe strength of

collaboration across our

businesses all demonstrate

how we are empowering our

people to grow, innovate and

succeed together at Bunzl.”

People are central to our business and

this year has been no exception. We have

made great progress by strengthening

our internal culture, investing in talent

and supporting well-being to ensure that

we remain a great place to work and a

trusted partner for our customers.

Great Place to Work

In 2025 we carried out our second annual

global Great Place to Work survey and despite

it being a challenging year, we achieved very

good results, proving that our strong culture

can remain resilient when tested. Whilst we

made sure to stop and celebrate these

achievements, we remain focused on our

commitment to continuous improvement.

The Great Place to Work survey measures

thelevel of trust that employees have in their

company and its leadership through 5 key

pillars of trust:

Diana Breeze, Director of Group Human Resources

72%

Credibility

(+1pt from 2024)

70%

Respect

(+1pt from 2024)

72%

Pride

(no change from2024*)

* 2024 score restated as 72%

75%

Camaraderie

(+1pt from 2024)

70%

Fairness

(+1pt from 2024)

OUR TOP RESULTS

89%

This is a physically safe

placeto work

90%

People here are

treatedfairly regardless

oftheir race

92%

People here are treated

fairly regardless of their

sexual orientation

88%

People here are treated

fairly regardless of their

gender

REGIONAL RESULTS

NORTH

AMERICA

CONTINENTAL

EUROPE

UK &

IRELAND

LATIN

AMERICA

ASIA

PACIFIC

Trust Index

73%

Trust Index

70%

Trust Index

69%

Trust Index

73%

Trust Index

74%

Overall

Perception

76%

Overall

Perception

70%

Overall

Perception

68%

Overall

Perception

76%

Overall

Perception

76%

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

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

OUR PEOPLE continued

Unlimited Potential

Following a review of our previous We Believe

employer brand, in 2025 we launched a bold new

employer brand – Unlimited Potential – capturing

the real career opportunity, entrepreneurial spirit

and global mobility that define life at Bunzl.

The new brand builds on the Company’s long

standing culture of growth and aims to move

Bunzl beyond ‘the biggest brand you’ve never

heard of’ with one clear promise – at Bunzl, the

potential for growth is truly unlimited.

The phrase, originally one of the most popular

lines from the We Believe campaign, now

becomes the core brand promise.

Learn more about the launch below in the Q&A

panel on the right.

Q&A

WITH DIANA BREEZE, DIRECTOR

OF GROUP HUMAN RESOURCES

Q: WHAT DOES UNLIMITED POTENTIAL STAND FOR?

It is Bunzl’s promise of growth opportunity

and authentic employee experiences. It

reflects both personal and organisational

development, emphasising that careers at

Bunzl can progress quickly thanks to its flat,

flexible structure and global reach. In a

competitive talent market, it sets us apart as

having a defined employee value proposition.

Q: HOW WAS UNLIMITED POTENTIAL LAUNCHED?

It was initially launched at Bunzl’s Global

Leadership Conference in May 2025,

supported by a suite of creative assets

developed in collaboration with the Bunzl

North America Marketing team. Access to

these assets across all regions is designed

A business

built on growth,

both through

acquisitions and

through people

Fast, flexible career

progression in a

flat, entrepreneurial

structure

Authentic

employee

experiences

Opportunities

across industries,

roles and countries

OUR UNLIMITED POTENTIAL EMPLOYEE

BRAND REFLECTS:

tomake adoption easy. Senior leaders

areactively embedding the brand into

recruitmentand engagement activities,

andoperating companies are linking their

websitesto the updated Group website to help

prospective colleagues understand the scale

and opportunity of Bunzl. Early feedback has

been very positive, with leaders noting that

thesimplicity and inclusiveness of the

brandresonates more effectively and is

easilyadaptable.

Q: HOW DOES UNLIMITED POTENTIAL ALIGN WITH

OUR BUSINESS STRATEGY?

The brand mirrors Bunzl’s business model: a

global organisation with a strong acquisition

pipeline, presence across multiple industries,

and emphasis on internal promotion. This

structure creates real opportunities for

employees to move across roles, sectors, and

geographies, making the promise of Unlimited

Potential authentic and achievable.

Bunzl plc Annual Report 2025

OUR PEOPLE continued

The power of collaboration across a

decentralised organisation

At Bunzl, decentralisation is one of our greatest

strengths. Each business operates close to its

customers, with the agility and entrepreneurial

mindset needed to deliver tailored solutions.

What makes us stand out, however, is the way

wecombine this local ownership with a strong

culture of collaboration.

Across our businesses, teams regularly share

insights, innovations, and proven practices that

help us solve challenges faster and raise

performance collectively. Whether through

crossbusiness forums, operational networks,

orinformal peer to peer connections, we learn

from one another to continually improve.

This unique blend of local expertise and Group

wide knowledge exchange allows us to stay

competitive, unlock new opportunities, and

deliver more value for customers every day.

Readbelow about some of the ways we have

achieved this in 2025.

Leadership Conference –

empowering growth

Bunzl’s Global Leadership Conference

brought senior leaders together for four

intensive days of collaboration, learning

and strategic alignment. With a strong

focus on people, customers, sustainability

and technology, delegates explored new

ways to strengthen performance across

the Group. Sessions highlighted

leadership development, emerging

customer needs, and the commercial

value of sustainability and AI. Workshops

on profitable growth, innovation and

acquisitions reinforced the importance of

disciplined execution. The event fostered

meaningful connections, energising

leaders with fresh ideas and a renewed

commitment to delivering long-term

growth and strengthening Bunzl’s

competitive edge.

Bunzl’s Global Safety Forum –

collaboration creating

commercial value

Bunzl’s Global Safety Forum has become

astrategic engine for commercial growth,

bringing together more than 120 leaders

from over 25 countries for a focused day

ofcollaboration ahead of the A+A 2025

Düsseldorf trade fair. By aligning global

expertise, the Forum accelerates the

exchange of best practice and enables

rapidadoption of proven initiatives

acrossmarkets, strengthening Bunzl’s

competitive position.

The event plays a crucial role in integrating

newly acquired businesses, helping them

quickly connect with Bunzl’s global safety

network and adopt successful operating

models. Presentations on sustainability,

innovation and own brand development

support faster go to market execution, while

strategic initiatives – such as the launch of

GLO Brands BV and the rollout of Adidas

professional safety footwear – showcase

opportunities for commercial expansion.

Through strengthened supplier relationships

and global peer networks, the Forum

enhances market insight, drives innovation

and supports Bunzl’s position as a leading

partner in workplace safety.

Bunzl Continental Europe

procurement sounding board

– turning scale into

commercial synergy

Bunzl Continental Europe’s

ProcurementSounding Board (‘PSB’)

isenabling decentralised businesses

tounlock shared value by aligning spend

across theregion. Bringing together nine

senior leaders, the PSB accelerates

decision making, identifies synergies

andstrengthens commercial leverage

– particularly in scalable categories

wheresupplier consolidation and volume

aggregation drive immediate gains. Since

launching, it has already approved six

synergy initiatives for 2026. As Damien

dePompignan, BCE Purchasing Director

notes, ‘Speed is one of our greatest

strengths—the PSB allows us to align

quickly and move into execution.’ The PSB

is also shaping a unified procurement

culture through shared tools and training.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY

“ Our approach to sustainability is hard

to match. If we keep making compliance

simple and continue to provide the right

solutions, I’m confident it will be a driver

ofgrowth for Bunzl.”

Why this conversation matters

One of the strengths of Bunzl’s decentralised

model is that we see the full range of trends

andapproaches customers are taking across

theworld. Our local sustainability teams are

intentionally close to local customers and

understand the issues that matter in each

market. That means we can respond quickly

and tailor solutions to local needs, whether

that’s responding to regulatory changes, cost

pressuresor sustainability priorities.

This year our customers across the Group

haveasked us to help them navigate new

complex regulations, identify compliant product

materials, provide high quality data and support

them to meet their targets. To dive deeper into

how we have focused on customer engagement

this year, our Group Head of Sustainability,

James Pitcher, shares his perspectives on the

trends shaping ourmarkets and how Bunzl is

supporting customers every day.

Q: WHAT ARE CUSTOMERS

CURRENTLY FOCUSING ON?

In some areas, like North America, customers

arebalancing sustainability with cost and

operational requirements. Their commitment

tothe subject is real, but our approach has to

bepractical. We’re focused on helping them

toanticipate regulatory changes and provide

compliant products. That means clearer data

onproduct attributes, faster transition to

compliant alternatives and offering guidance

that reduces any risk before it becomes costly.

We do have some very invested customers in

North America particularly in regions where

sustainability legislation and consumer

sentiment is high (for example, Canada) and less

engaged customers in our other regions (for

example, Europe), but these are exceptions

rather than general trends.

In UK & Ireland, Europe, Australia and New

Zealand, sustainability is part of everyday

business. Most customers expect lower impact

materials, better recyclability and solutions that

support circularity. Many see sustainability as

abrand differentiator and want credible options

to support this ambition.

Q: HOW WOULD YOU DESCRIBE CUSTOMER

SENTIMENT TOWARD SUSTAINABILITY?

There has been a noticeable shift. A few years

ago, sustainability targets were front and centre

to many businesses marketing strategies,

driven by investor pressure and consumer

expectations. Today, customers can be less

vocal about those targets and recent trends like

geopolitical uncertainty, supply chain disruption

and cost inflation have pushed some

businesses to delay or scale back their

ambitions.

But this doesn’t mean sustainability has

dropped off the agenda, it’s just framed

differently. Instead of ‘doing the right thing’ or

solely responding to consumer demand, many

businesses now see thesubject as a driver of

Q&A

WITH JAMES PITCHER

GROUP HEAD OF SUSTAINABILITY

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

efficiency and risk management. Meeting the

requirements of legislation, avoiding future

fees, supply chain stability and staying ahead of

future regulatory changes are all big motivators.

In short, I feel sustainability has moved from

being a brand statement to being a practical

business strategy.

Q: WHERE IS LEGISLATION HAVING

THE BIGGEST IMPACT?

Sustainability legislation keeps coming and it

continues to shape what customers need from

us. A few recent examples; in North America,

Extended Producer Responsibility (‘EPR’) is a

new compliance issue. States are moving at

different speeds and with different rules, so

customers face complexity in reporting,

timelines and fees. Per- and Polyfluoroalkyl

Substances (‘PFAS’) restrictions and Expanded

Polystyrene (‘EPS’) bans are also accelerating,

especially in our foodservice and grocery

markets.

In Europe, the new EU Deforestation

Regulations (‘EUDR’) require end to end

traceability and due diligence for relevant

commodities (for example, wood) covered by

the law including geolocation data and risk

assessments to prove these products are

deforestation free. In Australia, newmodern

slavery reporting rules mean customers need

detailed information from ourethical auditing

work, data they’ve never hadto request before.

Q: WHAT ROLE DOES BUNZL PLAY IN HELPING

CUSTOMERS NAVIGATE THESE MEASURES?

We take the complexity out of compliance.

Customers want to meet the requirements

ofnewregulations without adding cost or

disruptingoperations. As we work with a wide

range of suppliers and aren’t tied to one

material, we can give independent advice and

help customers move quickly when legislation

changes. Our expert teams explain what the

rules mean, check how they affect customers’

products and offer practical, compliant

alternatives that willwork every day.

“ At TRG, sustainability is

our most important goal,

and Bunzl has supported

us from the start. Bunzl

own this area and we have

lent heavily on them to

support our journey

towards being carbon

neutral by 2040.”

Rob Beale

Group Procurement Director

TheRestaurant Group

(see case study on page 55)

Our scale is another advantage. We see what

works in different markets and share insights

onhow similar organisations are responding

indifferent regions. We also provide detailed

packaging data; weight, material type and

carbon footprint information. Lastly, unlike

aconsultancy, we don’t just advise, we supply

the products customers need, including

competitively priced own brand options to

make any transition easier.

Q: WHERE DO YOU SEE THE BIGGEST

OPPORTUNITIES AHEAD?

The biggest immediate opportunity is helping

customers meet the requirements of new

legislation with the data, advice and compliant

solutions they need. In addition, helping them

meet their targets and improve their

operational efficiency is still central to what we

do and it’s something customers really value.

We have a unique offer in this market, and

ourapproach to sustainability is hard to

match.If we keep making compliance simple

and continue to provide the right solutions,

I’mconfident it will continue to be a driver

ofgrowth for Bunzl.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY continued

Delivering a differentiated

sustainability offer

These issues and the responses they require

remain central to Bunzl’s strategy and purpose.

Our scale and position at the centre of

thedistribution system means we see how

sustainability challenges unfold long before

theyreach a customer’s shop floor or kitchen.

Working across a wide range of sectors and

product categories provides us with early

insightinto material restrictions, complex

compliance obligations and changes in

customerexpectations. Our role is to manage

thiscomplexity on behalf of our customers with

afocus on keeping their operations running

smoothly, which is why meaningful, practical

engagement remains so important to

ourapproach.

Sustainability has become an essential part of

how we support our customers over the last six

years and we have shaped this year’s report to

reflect that more clearly. In 2025, we took the

details of our differentiated sustainability value

proposition to more than 300 existing and

potential customers as part of our efforts to

strengthen how our sustainability expertise

andsolutions can support growth. In those

conversations, one message has been consistent;

customers need sustainability expertise and

product solutions that are practical, developed

with commercial considerations in mind and

tailored to the challenges they face in their

ownoperations.

These discussions have shaped not only the

solutions we delivered to customers this year,

butalso the way this report is presented. As with

our customer engagement, this sustainability

update begins with what we call the Bunzl

essentials and ends with our ability to supply

tailored solutions, supported by data, expertise

and industry insights.

Value-added sustainability

services for customers

Responsible sourcing

Our industry leading ethical

auditing

Taking action on climate

change

Our externally accredited

carbon targets

Providing tailored solutions

Our material agnostic

independent advice

Sourcing

experts and

category

specialists

One-stop-

shop for all

products in

single delivery

On-time,

in-full delivery

Own brand

and customer

specific

products

Digital and

integrated

ordering

solutions

Multiple

delivery

options

Competitive

pricing

Analytical

support to

improve

efficiencies

Extensive

distribution

network

• Advice and data tailored to their

business

• The right products and materials

for the applications they and their

customers need

• Own brand provides a competitive

route to more sustainable materials

• Responsibly sourced products that

protect customer reputation

• Remain compliant with existing or

future product-related legislation

• Alignment with customers’ climate and

decarbonisation objectives

• A consultancy style service

• Provided at no added cost

for strategic partners

• Expert teams from our

customers’ market sectors

• Data for reporting and

compliance

• Proprietary tools for

insights and analysis

Our tailored service-led model

Sustainability ‘essentials’ that local competitors can’t match

Tangible value for customers

OUR SUSTAINABILITY VALUE PROPOSITION

In 2025, extreme weather events, evolving environmental and social

responsibility expectations and regulations, plus increased scrutiny

of corporate supply chains continued to shape the sustainability

landscape. These global pressures reinforce the need for

businesses tobuild resilient operating models that support their

customers’ requirements while improving transparency and

reducing emissions across value chains.

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

The material issues that shape

how we support customers

Our engagement work during 2025 has given us

valuable insights into how customer expectations

are changing and where new pressures are

beginning to surface. Many customers are now

responding to new sustainability-related

legislation, for example; the EPR schemes in

several US States, PFAS restrictions in the UK &

Ireland, mandatory supply chain due diligence law

in Europe and material recyclability expectations

in Asia Pacific.

These regulations are driving an increase in

thelevel of support customers need from us,

particularly around accessing transparent,

credible data and interpreting new and complex

requirements. Customers also want to

understand how these measures will affect their

LEGISLATION IMPACTING CUSTOMERS ACROSS THE GROUP

LEGISLATIVE MEASURE

FOCUS AREAS MARKETS IMPACTED CHALLENGES FOR CUSTOMERS SUPPORT THEY RECEIVE FROM BUNZL

EPR for packaging

Data reporting and

modulated fees charged

based on the materials in use

EU, UK, Canada, Australia,

New Zealand, several US

states

, parts of Latin America

Packaging redesign requirements

andhigh compliance costs for less

recyclable materials

• Providing audit-grade packaging composition

and weight data

• Dedicated customer reporting tools

• Sourcing PFAS free foodservice and packaging

alternatives

• Helping customers standardise products that

meet requirements across geographies

• Support transition to lower risk materials,

certified alternatives and products with lower

compliance costs

• Work with suppliers to improve availability

oforigin and compliance data

• Provide compliant alternatives to single use

plastics (paper, fibre based, reusable and

compostable products)

• Assist with removal or substitution

ofproducts that can no longer carry

environmental or recyclability claims

PFAS restrictions in food packaging

Restrictions on chemicals

applied to packaging products

EU, UK, Canada, Australia,

several US states

Product reformulation and

substitutioncosts

EU Deforestation Regulations

Deforestation free

supply chains

EU Increased due diligence and

traceability requirements

Packaging & Packaging Waste

Regulation (‘PPWR’)

Recyclability, waste reduction,

substances of concern

EU Introduction of recycled content

thresholds, restrictions on

certainpackaging formats and

substances, increased costs for

noncompliant materials

Single use plastics restrictions and

marketing guidelines

Single use plastic bans,

recyclability and

environmental claims

EU, UK, Canada, Australia,

New Zealand, several US

states

, parts of Latin America

Withdrawal of restricted single

useitems, high substitution costs,

increased scrutiny and regulation

ofrecyclability and environmental

labelling and claims

1. Examples only, not an exhaustive list.

2. ‘Several US states’ reflects established and emerging state level regimes (e.g. in California, Washington, New York, Minnesota).

3. ‘Parts of Latin America’ reflects national EPR and single use plastics requirements in countries such as Chile and Brazil, which are developing at different rates.

We have completed several materiality assessments over the

lastfew years and these show that the issues our stakeholders

care about most have remained consistent, with climate change

and the transition to more sustainable product solutions

continuing to stand out as high priority areas.

day to day operations and the product ranges

they buy from us, and we have been working

closely with them to identify lower impact and

compliant alternatives that perform reliably

inrealworld conditions. Our expert teams,

supported by our sustainability value proposition,

are well placed to guide customers through these

decisions and have been providing clear, practical

advice to help our key partners navigate this

rapidly evolving landscape.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

While regulatory change is a major driver of

demand, customers continue to show strong

interest in other sustainability subjects.

Responsible sourcing remains a key focus, with

many customers seeking reassurance that their

supply chains are free from modern slavery issues

and that suppliers are aligned with high ethical

standards. A proactive approach to tackling

climate change is also a priority, as customers

look for partners who can help them reduce

emissions across their value chains, measure

thecarbon footprint of products and improve

their operational efficiency.

These themes continue to feature strongly in our

conversations with customers and reinforce why

they remain central to our approach and long

term investment. The table on the next page

shows the material issues that we have high

influence or operational control over and their

position in our value chain.

SUSTAINABILITY continued

Supporting long term packaging

decisions with global category

expertise

In 2025, a major Canadian grocery retailer

engaged Bunzl to help them navigate

accelerating regulatory change, rising

sustainability expectations, and evolving

consumer demands in the meat packaging

category. Their goal was to understand global

trends, compare packaging formats and

prepare their protein packaging programme

for the next decade. Bunzl brought together

aglobal team to share insights on regulation,

regional retailer’s responses, different

packaging formats, substrate transitions

already made in the industry and emerging

product innovations.

We delivered a comprehensive meat

packaging guide covering global regulatory

drivers, the different sustainability mandates

across regions, packaging format and

substrate comparisons, product performance

and operational considerations. We also

delivered a strategy presentation that set out

specific opportunities for substrate transition

(e.g. recycled Polyethylene terephthalate

(‘rPET’) trays, mono material Modified

Atmosphere Packaging (‘MAP’), fibre based

options, etc.) and clear recommendations for

how to sequence, pilot and accelerate without

disrupting operations. The work gave the

retailer a single point of reference for their

decision making and a practical roadmap for

when they move towards alternative

products.It has since been used as a model

for similar category reviews with other

grocerycustomers.

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

MATERIAL

TOPIC

+/-

WHY THIS IS MATERIAL

TIMEFRAME

IMPACT/ FINANCIAL

MATERIALITY

VALUE CHAIN STAGE

SDG ALIGNMENT

OUR ACTIONS

Responsible

sourcing

By setting clear targets and applying industry leading ethical assessments and audits,

Bunzl can improve working conditions across its supply chain.

Impact

Financial

Upstream See pages 48-49

Given its broad supplier network, Bunzl faces a risk of procuring goods or services

linked to human rights violations, including child labour and exploitation of

marginalised communities.

Impact

Investing in

our workforce

Bunzl aims to increase engagement and retention of skilled talents within the Company

through training and development programmes, while creating and maintaining a

diverse and inclusive workforce.

Impact Own operations

See pages 39-41

Inadequate training may hinder talent attraction and retention, weak safety

management could increase workplace injuries, and limited Board diversity

maydamage investor perceptions of inclusion.

Impact

Financial

Taking action

on climate

change

Bunzl aims to reduce product emissions by working with suppliers on science-based

targets and investing in energy efficiency and renewables across its operations.

Impact

Financial

Upstream

Own operations

Downstream

See pages 50-52

Value chain decarbonisation may be constrained by suppliers’ unwillingness or inability

to adopt low carbon practices or commit to Science Based Targets initiative (‘SBTi’)

aligned goals.

Impact

Financial

Providing

tailored

solutions

As a distributor, Bunzl is well positioned to support customers in achieving their

material targets and legislative requirements, capturing the related increase indemand

for more sustainable materials.

Impact

Financial

Upstream

Own operations

Downstream

See pages 53-55

Rising demand for circular economy products and stricter regulation present risks

ifBunzl cannot support customers in transitioning their products.

Impact

Financial

Business

conduct

Clear, Group wide policies and standards, including anti-bribery and a code of conduct,

support ethical business practices and reduce compliance and reputational risks.

Impact Upstream

Own operations

Downstream

See page 57

Bunzl’s growing presence and sourcing in emerging markets may raise bribery and

corruption risks, with potential regulatory, legal and reputational consequences.

Impact

Short term Medium term Long term

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY continued

Why this is important

The way companies manage ethical and social

risks within their supply chains is under increasing

scrutiny. Regulators, customers and investors

now expect businesses to demonstrate effective

oversight of labour standards and sourcing

practices, supported by clear processes and

evidence of action when issues arise. This shift

reflects the transition from voluntary, disclosure

based expectations towards more formal due

diligence and accountability requirements across

many markets.

In 2025, human rights violations remain a

significant global concern. The most recent global

estimates suggest that around 50 million people

worldwide are living in modern slavery situations,

including approximately 28 million in forced

labour conditions. Our recent risk assessment

identified that weaker regulatory oversight, labour

protections and transparency requirements in

higher risk sourcing locations can expose workers

in manufacturing environments to increased

ethical risks. This reinforces the need for robust

auditing and remediation measures to manage

these suppliers effectively.

Why this matters to our customers

Many of Bunzl’s customers operate in sectors

exposed to high levels of public and regulatory

scrutiny, including large retail, grocery,

foodservice and facilities management businesses

serving thousands of consumers each day. The

products they source and place on the market

form an important part of their brand proposition

and any ethical issues within their supply chains

can result in significant reputational risks.

When meeting with customers we highlight how

Bunzl’s responsible sourcing approach provides

them with an additional layer of assurance. Our

risk-based assessment and audit programme are

designed to identify, prioritise and address ethical

risks within relevant parts of the supply chain,

particularly in higher risk countries and product

categories. This enables customers to source

products with greater confidence, knowing that

ethical risks are actively monitored and addressed

through direct engagement and remediation

where required.

There has been a noticeable increase in

customerinterest in this area, reflecting how they

are responding to new reporting requirements,

increased stakeholder scrutiny and closer general

attention to supply chain practices. Against this

backdrop, Bunzl’s well established responsible

sourcing programme differentiates our offering

within the distribution industry. The maturity of

our approach positions us well to support

customers in meeting their governance and

sustainability obligations, a capability customers

consistently recognise in their feedback to us.

Responsible sourcing at Bunzl – our industry

leading ethical auditing programme

Building trust with insights on

our ethical auditing work

One of our major mining customers, with

an annual spend of over AU$10 million,

wanted better visibility of sustainability

risks across their supply chain. We

completed a detailed self assessment

questionnaire and mapped their supply

chain to give a clear and structured

review of our supply chain, covering areas

such as our sourcing practices, supplier

engagement activity, risk management

processes and governance. As part of this

engagement, we also delivered a

comprehensive supply chain and ethical

sourcing presentation covering our

modern slavery commitments, supplier

auditing work and remediation activity.

This strengthened trust and gave the

customer greater confidence in our ability

to support their Environmental, Social

and Governance (‘ESG’) goals.

A major US retailer’s procurement team

asked for a full overview of our responsible

sourcing work and greater visibility of our

supplier remediation activity. We delivered

adetailed presentation covering our

sourcing standards, audit programme, risk

assessment processes and approach to

corrective actions. The customer also

requested to be notified and involved in

anyfuture remediation efforts, working

inpartnership with us. This engagement

deepened their confidence in how we

manage ethical and supply chain risks

tosupport and protect their well-known

reputation.

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

Our progress to date and next steps

Over the past decade, we have completed

morethan 7,000 supplier assessments, using the

risk-based approach to assessment and auditing

that we have applied across our supply chain for

more than 16 years. In 2025, we increased the

proportion of high risk spend covered by our

programme to more than 90%, achieving the

target we set in 2021.

Most of Bunzl’s procurement spend is with

suppliers based in lower risk countries, with

asmaller proportion sourced from higher risk

locations, including China, Pakistan, Vietnam

andMalaysia. In addition to our long-established

auditing work in Asia, we continue to expand

thecoverage of our programme in other high

risksourcing locations, such as Mexico, Brazil

andTurkey.

The achievement of our high risk spend target

means c.97% of Bunzl’s total purchasing spend is

in low risk regions or with assessed and compliant

suppliers in high risk regions.

Following the achievement of our target, we have

used the findings from our recent supply chain

risk assessment to shape how our ethical auditing

programme will operate in 2026 and beyond.

Although the assessment looked at a wide range

of ESG topics, it confirmed that modern slavery

and health & safety remain the most significant

risks in our supply chain, particularly in higher risk

countries. These insights are guiding how we

update our policies and audits, prioritise supplier

assessments and audits and improve our

remediation activities. The full details of our

updated programme will be set out in our 2025

Modern Slavery Act Statement, which is

publishedin May.

93% of our spend in high risk regions is with

assessed and compliant suppliers, achieving

the target we first set in 2021

SINCE 2021

5,311

supplier assessments

437

suppliers underwent

remediation efforts to

bringthem up to the

requiredstandards

89%

corrective action rate for

suppliers requiring

remediation

IN 2025

1,430

suppliers were assessed

suppliers required

remediation

have completed their action

plans to date with 16 still in

progress

suppliers have been

terminated where they failed

to address various issues or

make enough progress to

meet our standards

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY continued

Insome cases, customers are linking purchasing

decisions directly to climate performance,

requesting credible emissions data and

improvement plans, or even carbon footprint

information at individual product level.

A number of our customers are now linking their

procurement decisions to climate performance,

scoring suppliers on the targets they have and

their ability to provide credible data in their

Request for Proposal (‘RFP’) activities. In the UK,

climate improvement plans have become a

prerequisite to win and retain government

tenders (typically >£5 million per year) and

suppliers are required to publish a Carbon

Reduction Plan and commit to Net Zero by 2050.

Across Europe, Green Public Procurement (‘GPP’)

activities are growing, with sustainability playing

abigger role in how public contracts are awarded.

In countries such as the Netherlands and France,

tenders for distribution and service contracts

increasingly favour lower emission delivery

methods and stronger overall environmental

performance alongside contract cost.

Our customers also expect us to act within our

supply chains to reduce the emissions embedded

in the products and services they receive from us

and to explore opportunities to improve the

operational efficiency of their deliveries. These

expectations include considering how existing

products can be substituted with lower carbon

alternatives, working with suppliers to set carbon

reduction targets, optimising ordering patterns

and deliveries to reduce emissions, and providing

data to support customer reporting. Our well

established approach to managing climate

impacts and risks helps customers meet their

environmental objectives and is increasingly

recognised as a valuable part of our offering.

Why this is important

Climate change continues to influence how supply

chains in the distribution industry operate, as

extreme weather events become more frequent

and new climate-related policy is introduced.

More frequent extreme weather events can

disrupt the production, transportation and

availability of goods, while some governments

arestrengthening climate policy and raising

expectations around emissions disclosure and

action. At the same time, investors, customers

and other stakeholders are looking for clearer

evidence of how companies understand and

manage climate-related risks.

As climate impacts and external expectations

continue to rise, there is increasing focus on

businesses’ ability to provide consistent data,

Taking action on climate change – our externally

accredited reduction targets

takepractical actions to reduce emissions and

develop credible plans for the future. Our

approach is focused on reducing our emissions

(both direct and indirect), strengthening the

resilience of our operating companies, responding

to legislative requirements and ensuring we are

well placed to support our customers as

expectations evolve.

Why this matters to our customers

Our engagement has shown that approaches

toclimate action vary widely across Bunzl’s

customer base, reflecting differences in

geography, market sector and the regulatory

environments in which they operate. Some

customers have well developed targets and

detailed reporting requirements, while others

areat an earlier stage in their climate journey.

Reducing the emissions

associated with our deliveries

A new tool to provide

customers with product

impact data

We are piloting a new lifecycle

assessment tool across five of our

businesses to meet growing customer

demand for carbon footprint information

on Goods Not For Resale (‘GNFR’)

products in the UK & Ireland, Continental

Europe and Asia Pacific. The tool uses

automated, activity-based modelling

toprovide product level impact data,

including carbon, water and waste.

Itgives us consistent, science-based

results and helps us respond quickly

tocustomer requests for more detailed

information on the carbon impact of

products. By integrating this capability

into our offer, we are strengthening our

value proposition and ensuring

customers have reliable, comparable

footprint data to support their reporting

and decision making; see page 55.

As part of our sustainability partnership

witha major hotel customer in Australia,

weidentified practical opportunities to

reduce the carbon emissions associated with

their contract. By analysing order frequency

and delivery patterns, we found significant

potential to improve efficiency and cut

transport related emissions. We

recommended increasing the Minimum

Order Value (‘MOV’) and introducing set

delivery days to support order consolidation.

They adopted a revised MOV of AU$550,

which is expected to reduce monthly order

frequency by around 20%, equivalent to

c.200 fewer deliveries and a c.50% reduction

in delivery related emissions. This supported

the successful renewal of their agreement

with Bunzl Australia and New Zealand and

builds on our wider sustainability support

with single use plastic regulations and

modern slavery risk management.

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

Our progress to date and next steps

We recognise the role that large organisations

must play in responding to climate change and

over recent years we have focused on translating

this responsibility into action across the Group.

Our businesses have continued to implement

practical initiatives to manage carbon emissions

within our operations and supply chain alongside

our regular assessments of longer term climate

risks and opportunities.

Our business areas all have individual carbon

reduction roadmaps that are aligned to our scope

1 and 2 targets that reflect the differences in our

operations, facilities and infrastructure in each

location. These roadmaps have all been

progressing well. Compared to 2019, our carbon

efficiency has improved by 28%, with our absolute

emissions reduced by 18%. In 2025, our absolute

emissions increased by 0.6% compared to 2024,

reflecting the impact of recent acquisitions.

Excluding the impact of acquisitions, our

emissions decreased by 3.1%, demonstrating the

continued progress our businesses have made.

In 2025, the reductions in emissions (excluding

acquisitions) were driven by a continued focus

onoperational efficiency, renewable energy

procurement and the use of lower carbon

fuelsand technologies across our sites and

vehicle fleet.

Emissions associated with the operation of our

commercial fleet make up approximately 51%

ofour total scope 1 and 2 emissions. In 2025,

wesignificantly expanded the use of

Hydrotreated Vegetable Oil (‘HVO’), a renewable,

low carbon biofuel that provides a sustainable

alternative to fossil diesel. HVO is now in use at 18

sites across the Group, representing 6% of the

diesel consumption of our commercial vehicle

fleet.

While we have transitioned part of our smaller

commercial vehicles to electric alternatives, the

transition of larger commercial vehicles remains

challenging due to vehicle availability, payload

constraints and infrastructure requirements.

Wecontinue to monitor developments in the

Bunzl’s emissions breakdown

Our targets Our performance

Purchased goods

and services

84%

Downstream

transport

Upstream

transport

Product

emissions

Operations and

workforce

End-of-life

Total emissions

c.7.4m tCO2

SCOPE 1 & 2

27.5% absolute reduction (50%

more carbon efficient) by 2030

18%

absolute reduction since 2019

(28% more carbon efficient)

SCOPE 3

80% of suppliers by

emissions have science-based

targets by 2027

44%

of suppliers by emissions

have science-based targets

NET ZERO

Net zero emissions

including scope 3 by 2050

OUR IMMEDIATE FOCUS AREAS

market and trial suitable solutions where feasible.

Electricity related emissions reduced by 6%,

driven by efficiency improvements and a further

increase in the procurement of renewable

electricity across the Group, which rose from

28%to 31% during the year. An update of the

carbon emission factors of electricity also

contributed to this reduction.

We continued to equip our sites with solar panels.

In 2025, the amount of electricity generated by

rooftop solar installations nearly doubled.

Self-generated electricity accounted for 1.9%

ofour total electricity consumption.

These reductions were partially offset by an

overall increase in electricity consumption,

linkedto the continued uptake of electric and

hybrid vehicles and the electrification of heating

processes at site level. Electricity used for onsite

electric vehicle charging accounted for

approximately 2.5% of total electricity

consumption in 2025. We continue to see rapid

growth in the use of fully electric passenger

vehicles across the Group, particularly in the

UK&Ireland and Continental Europe.

Our short term scope 1 and 2 roadmaps continue

to focus on technologies and solutions that are

currently available and can be deployed at scale

across our decentralised operating model. In

parallel, we continue to trial emerging

technologies across the Group to support our

longer term decarbonisation ambitions. As new

solutions become viable, we will review and

update our roadmaps to ensure our activities

remain ambitious and aligned with our science-

based targets. A summary of our key initiatives

and progress since our baseline year is provided

in the table on page 207. We also continue to

report on our climate change performance

through our annual response to the Carbon

Disclosure Project (‘CDP’). In 2025, we achieved

aCDP rating of B, reflecting continued

improvements in our governance, data quality

and disclosure.

ON TRACK

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY continued

The products we supply account for around

84%of our total emissions and to address these

emissions, we have set an ambition for 80%

ofsuppliers by emissions to have compliant

science-based targets by the end of 2027. This

target was approved by the SBTi in 2022 and we

launched our supplier engagement programme

the following year.

Since launching our engagement programme,

over 550 suppliers have been onboarded onto

our software platform and we are using a

combination of climate change surveys and public

disclosures to track their progress. At year end,

44% of suppliers by emissions have compliant

targets, an increase of 11% when compared to

2024. We are pleased with the progress that has

been made in our supply chain and applaud the

organisations who have set new targets. We have

also used our surveys to understand whether

suppliers who do not currently have targets plan

to set them before our deadline. If the suppliers

who have said they will set targets follow through

on their commitment, our coverage would

increase to c.75%.

To date around c.60 suppliers who have

registered on our platform and answered our

survey have told us they do not plan to set any

carbon reduction targets. The vast majority of

these are based in countries where climate policy,

government action and investor and consumer

demand for climate action is much less

consistent. Some also operate in higher emission

product categories (for example, carbon intensive

raw materials used in the production of

disposable gloves, plastic bags and certain

foodservice products). Other smaller, lower-

margin suppliers find the science-based target

requirements too challenging and lack the

resources, reliable data or prior experience to

make sufficient progress.

Reaching our scope 3 engagement target will be

challenging but we will continue to make every

effort to achieve our 2027 ambition. With differing

investor and consumer expectations across the

regions where our suppliers operate, political and

regulatory differences, and factors outside our

control, there is a risk we may not reach the

target. We are still committed to our programme

and believe that having a clear goal moves us

closer to our target than having no goal at all.

Over the next two years we will continue to

engage directly with suppliers, work through their

challenges with them, explain the business case

for taking action and look at sensible ways to

encourage progress. During 2025, we continued

to engage our procurement teams across our

decentralised organisation and held supplier

engagement events in Canada and Vietnam.

Our net zero transition plan was developed in

linewith the SBTi’s Net Zero Standard and was

formally validated by the SBTi in 2024. Progress

towards net zero will require sustained action

across our own operations, increased levels of

collaboration across the value chain and broader

alignment at a global level. Coordinated political

action, supportive policy frameworks and

consistent regulation will be critical to enable the

pace and scale of change we need. Net zero is an

important milestone for us, but our customers

care most about the immediate steps we are

taking in our operations and supply chain and

that is where we continue to focus our efforts.

For more information on our climate change risk

assessment work, net zero transition plan and

decarbonisation levers, please see pages 202 to

206 in the ESG Supporting Information section.

2022 20242023

2030–

2050

2029 20302028202720262025202120202019

2009–

2019

• Our emissions baseline year

• Started coordinated action

across business areas

• Joined Business Ambition

for 1.5°C initiative

• Near term climate change

targets approved by SBTi

• Net zero transition plan

approved by SBTi

• Scope 3 supplier

engagement project fully

launched

• Revalidation of scope 1

and 2 targets by SBTi

• Supplier engagement

target date

• Set new scope 3 target

• Scope 1 and

2 target date

• Scope 1 and 2

emissions

calculated

• Doubled the size

of our business

while emissions

remained constant

• First climate change risk

assessment

• Developed regional carbon

roadmaps to support Group

targets

• Scope 3 emissions calculated

• Climate Change

Committee

established

• CDP Rating B,

representing sector

leadership

• Supplier engagement

platform selected

• Renewed climate change

risk assessment

• New scope 1 and 2

targets

• Net zero plan delivery

DELIVERING A MORE SUSTAINABLE BUSINESS

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

Why this is important

Governments around the world are tightening

packaging regulations, changing materials in

use,setting new reporting requirements and

introducing labelling restrictions. New legislation

is being introduced at pace and with different

requirements in different markets this creates a

complex environment for businesses to navigate.

These policies are designed to reduce waste,

improve recycling rates and move towards more

circular systems, but global circularity is still falling

and recycling infrastructure remains fragmented.

At the same time, wider environmental pressures

are increasing, with rising waste volumes, limited

recycling capacity and slow infrastructure

development meaning many countries are

struggling to close the loop on packaging.

Producers are being asked to use more recycled

content, to design for recyclability and cut the

overall impact of the materials they choose,

eventhough the supply of recycled material is

often tight and collection systems vary by region.

These challenges are prompting a shift towards

materials that align well to existing recycling

infrastructure and away from materials that

areharder to treat or recover. As expectations

continue to rise, businesses need reliable

information and flexible options to keep pace

withthese changes.

Providing tailored solutions –

our material agnostic position

Why this matters to our customers

Against this backdrop, customers are reassessing

the packaging and products they use. They want

options that comply with local legislation but still

work well in their operations and at the right

cost.Many of these options are more recyclable,

but nosingle material fits every need and

customer requirements can change quickly

aslegislation develops.

Packaging rules are evolving at pace, and many

customers are now responsible for producing

accurate data, reporting it correctly and paying

the fees associated with the materials they use.

InNorth America, seven states have introduced

EPR programmes with different definitions,

timelines and reporting formats, which means

businesses must track the packaging they place

on the market and report materials and weights

to the state approved Producer Responsibility

Organization (‘PRO’). As customers increasingly

expect this data from their suppliers to meet their

own compliance obligations, this new legislation

represents a significant challenge for distributors

who are not used to capturing information at this

level of detail. When data is missing or incomplete,

decisions are delayed and compliance risks

increase. Smaller grocers and restaurant chains

often face greater financial exposure because

their operating margins are tighter, while larger

brands can more readily absorb the added cost.

At the same time, material bans and restrictions

continue to be introduced in our other markets

and impact what can be used in the foodservice

and grocery sectors. Governments in the UK &

Ireland, Continental Europe, Canada, Australia and

New Zealand are tightening rules on single use

products, labelling, recyclability, chemical

composition and recycled content, so knowing

exactly which materials are in use and in what

quantities, now matters for legal compliance,

costplanning and product availability across

allregions.

Customers also need to make packaging decisions

that will not create problems later on. Introducing

lightweight plastic materials may reduce fees but

these could compromise brand goals or future

regulatory compliance. This growing data and

decision making complexity means some

companies can delay making changes, waiting

until rules are finalised, which reduces the

amount of time they have to act, increasing

procurement risk and raising the likelihood

ofregulatory penalties or costly rework.

Helping customers to navigate

new packaging regulations

The Bunzl North America Sustainability

teamhosted an EPR for packaging producers’

event in Chicago. Thirteen customers from

eight companies attended, alongside Bunzl

leaders. The programme included three

conference sessions and a dedicated

presentation on Bunzl’s value proposition

and how we support customers to navigate

EPR and wider sustainable product

legislation. A potential new agricultural

customer has subsequently expressed

interest in working with Bunzl on sustainable

product alternatives, citing our proactive

approach and expertise. In addition, an

alliance of foodservice distributors invited

Bunzl to join its EPR advisory council

following the event.

As part of a joint sustainability roadmap

detailing opportunities to improve

packagingfor a large grocery retailer,

BunzlRetail Supplies (‘BRS’) identified

thepotential to re-engineer some of

theirproducts to reduce weight while

maintainingproduct performance.

The practical takeaway is clear; customers

needcredible packaging data, decision making

supported by expert advice and the flexibility

toadjust the products they use as requirements

evolve market by market. Without this, they could

face higher costs, operational disruption and the

risk of falling behind competitors who move

sooner. Fortunately, Bunzl has the data, expertise

and practical solutions to help customers

navigate this complexity and much of our

engagement work this year has focused on

supporting them through these challenges while

also broadening their understanding of the full

range of services we provide.

This reduced the retailers’ EPR fees and BRS are

now working with their supply chain to explore

opportunities to further reduce plastic content

across the range which will improve recyclability

and offer additional EPR fee mitigation. This is

one initiative of many and BRS continues to

collaborate with customers and suppliers to

identify improvements that increase

sustainability and offer commercial benefits.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SUSTAINABILITY continued

Our progress to date and next steps

In 2025, our businesses continued to support

customers in transitioning to packaging products

made from alternative materials and these

solutions accounted for c.58% of total packaging

sales across the Group. The Group continues to

have very limited exposure c.1% to single use

plastic consumables facing regulation, where

some volume reduction is expected. Overall,

ahigh proportion of Group revenue c.87% is

generated from non-packaging products or from

packaging made from alternative materials.

Bunzl’s ability to offer a wide range of solutions,

backed by clear data and practical advice, helps

customers facing increasing regulatory and

operational pressures and respond to them with

confidence. We have identified these changes

early, recognised the pressure they would place

on businesses in our market sectors and

developed regional engagement plans to show

how we can help, while also highlighting the

broader sustainability work we are doing across

the Group. Our proactive engagement with 331

existing and potential customers in 2025 was

designed to achieve four objectives:

We begin each meeting by introducing the

broaderbusiness of Bunzl, as many customers

work with asingle operating company and are not

fully awareof the wider Group, the breadth of our

offer, or how we support organisations like theirs

across multiple countries and regions. We use

thisto demonstrate the value of Bunzl’s scale

andexperience and how it translates into

localsupport.

In 2025, this approach helped a customer who

works with one of our operating companies

inContinental Europe to understand our wider

capabilities. We met with them to discuss our

sustainability value proposition and used the

conversation to showcase the breadth of the

Bunzl offer across different categories and

countries. This led to an invitation to take part in

anew Request for Proposal (‘RFP’), which we went

on to win, securing c.€2 million in new business.

We then outline Bunzl’s sustainability strategy,

including the materiality work used to identify

theissues our customers have told us matter

themost. In a distribution sector where much

issimilar, we show how Bunzl differentiates itself

through value-added sustainability services that

go beyond standard product supply activities

andare not widely offered by competitors.

A core part of this discussion is what we refer

toas the Bunzl essentials; the sustainability

capabilities that are distinctive for a business of

our scale and position in the sector. These include

our industry leading responsible sourcing

programme, externally accredited climate change

targets and a material agnostic position

supported by sustainable own brand solutions

designed to help customers respond to regulation

in a more cost-effective way.

We then describe our sustainability value

proposition, showing how we provide the data

ourcustomers need, the industry expertise to

cutthrough complexity and the practical product

solutions that help meet targets or manage

legislative impact. This is supported by relevant

case studies and insights from other markets

where Bunzl operating companies have helped

address challenges for similar customers.

Meetings conclude with an open discussion

aboutthe customer’s challenges, priorities and

ambitions. Where customers are responding

tolegislation or working to deliver sustainability

targets, this leads to practical conversations and

agreed next steps, with work carried out after the

meeting to provide insights and options. These

may include alternative products and materials

that meet legislative requirements, ways to

reduce compliance costs and changes to ordering

patterns to drive down emissions. These actions

support customers’ objectives while also driving

commercial value for our businesses. Examples

from our engagement in 2025 are shown

throughout this section and on page 55.

To increase stickiness by reminding

long standing large accounts of the

sustainability support and benefits

they receive from Bunzl (our value add)

To grow share of wallet with existing

customers, moving spend away from

less prepared or less sustainable

competitors

To target and win new customers with

public sustainability commitments or

inregions with stronger regulations,

especially large accounts not currently

served by Bunzl

To use sustainability as a strategic entry

point to secure meetings and showcase

the wider capabilities of Bunzl in

partnership with our sales teams

In addition to continuing our customer

engagement in 2026, there will be a greater focus

on supporting sales teams so they are more

aware of Bunzl’s sustainability offer, understand

how it can help customers and know who to

contact internally for additional support when

needed. Sales teams are not expected to become

sustainability experts. The aim is to help them

start relevant conversations with customers,

generate leads and build interest that can then

besupported by our specialist teams.

Only 1% of revenue generated from consumables facing regulation

Non-packaging

products

£8.3bn (70%

)

Packaging with an

important purpose

£0.4bn (3%

)

Packaging and

products made from

alternative materials

£2.0bn (17%

)

Consumables facing

regulation

£0.1bn (1%

)

Consumables likely

totransition

£1.0bn (9%

)

* These figures do not include revenue from 2025 acquisitions (see Note 9 to the consolidated financial statements on

page156).

Packaging refers to packaging and other products within the foodservice, grocery and retail sectors which are facing legislation

or consumer pressure. We continue to exercise judgement to allocate the sales in 2025 to non-packaging products and the four

packaging categories shown, which are taken at a point in time in the context of rapidly changing legislation and changes in

products. Consumer demand for packaging and products made from alternative materials continues to drive our commitment

to lead the transition to products and solutions that support a low carbon and more circular economy. More information on our

packaging categories, and limitations with respect to the product data and related disclosures, are set out in the ESG

Supporting Information section on page 200.

Bunzl plc Annual Report 2025

HOW OUR SUSTAINABILITY ENGAGEMENT AND VALUE PROPOSITION DRIVES CUSTOMER RETENTION AND LONG TERM GROWTH

A large retail customer serving buyers for

therestaurant sector purchased more

than400,000 cases of Bunzl’s own brand

EcoSystems products, totalling over $15million

insales.

EcoSystems stood out for its wide range across

several categories, consistent appearance and

designs developed with emerging sustainability

legislation in mind. In addition, the branded and

coded inner packs within each case support small

quantity sales, aligning well with the purchasing

patterns of this retailer’s customers.

Guardsman Safety Solutions secured a

competitive tender to supply PPE to GIST

withsustainability a key aspect of the decision

making process.

Guardsman differentiated its offer by designing

bespoke workwear made entirely from recycled

content, replacing the customer’s previous non-

recycled range. Since the new £1 million contract

began, further initiatives include a successful PPE

laundering and recycling pilot, and trial of a new

Klever Xchange XD cutting knife that will not only

protect the worker but also reduce the number of

single use knives used at sites.

Bunzl Catering Supplies (‘BCS’) secured

a six year extension to its long standing

partnership with The Restaurant Group(‘TRG’).

Building on a decade as Wagamama’s principal

supplier, the renewed agreement reflects

consistently high service standards, operational

resilience and a shared ambition across the

partnership. As part of the extended contract,

Bunzlis working closely with TRG, in particular the

Wagamama brand, to support their sustainability

objectives, including lifecycle assessments on

selected high volume products.

We strengthened our partnership with

HMSHost supporting their transition to

moresustainable packaging, providing proactive

guidance on evolving regulations and Life Cycle

Assessments (‘LCA’) to inform product choices,

which contributed to a 20% sales increase across

the Netherlands and Germany.

A key milestone was achieving 100% electric

deliveries at Schiphol Airport through certified

transport partners, significantly reducing logistics

related emissions. Tailored innovations and close

collaboration enabled HMSHost to meet its

sustainability goals while maintaining compliance

across markets.

Bunzl continued to expand its multi-country

partnership with ISS, one of our most

strategically significant customers with contracts

inSpain, Belgium, the Netherlands, Norway and

now Finland.

We successfully renewed our contract in Spain and

secured a major new tender in Finland. A critical

differentiator in both wins was Bunzl’s ability to

provide LCA data for all sourced products, an

increasingly essential requirement in competitive

bids. By delivering robust sustainability insights,

weenabled ISS to make more informed

procurementdecisions.

We supported a key customer in the services

and facilities management sector, to shift

their workwear range from traditional soft plastic

packaging to a paper based alternative.

We also provided sustainability reporting that

quantified the reduction in soft plastic achieved. This

gave their category team clear, data driven visibility

of packaging impacts and helped them communicate

tangible outcomes internally. This transparency

differentiated us from other suppliers and

strengthened the relationship with sales rising by

around 50% as a result.

SUSTAINABILITY continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

Investing in a diverse workforce

Our Great Place to Work survey results show how

an inclusive culture also supports employee

engagement and satisfaction (see page 39), which

in turn helps to reduce turnover and attract

talent. In addition, as our customers and investors

place increasing importance on ESG

considerations, businesses that prioritise

inclusion and belonging are more likely to build

trust and long term relationships.

We recognise that establishing common

objectives across a decentralised and diversified

Group such as Bunzl is challenging. However, we

There are clear and compelling reasons for our operating companies

to continue to focus on improving the inclusivity of their teams.

Inclusive teams are shown to be more innovative and adaptable and

abroader range of perspectives supports better decision making

which will help our businesses to grow and remain competitive.

believe that measurable progress starts with

thecreation of an inclusive culture in which our

c.27,000 colleagues feel a sense of belonging

andare able to contribute fully at work.

As shown on pages 40 and 41, we are committed

to focusing our employment procedures and

practices around maximising the potential of each

individual. We believe this is best achieved by

developing our employees’ talents, while

recognising their different cultures, perspectives

and experiences. The creation of an inclusive

culture goes beyond simply treating people fairly.

By accepting and embracing their diversity,

andremoving any perceived or real barriers to

engagement, we will create a positive working

environment for all employees and grow the

skillsand capabilities we need.

Gender representation in our leadership teams

remains a key focus for our operating companies

and during the year, we were pleased to maintain

25% women in these positions, exceeding our

minimum target of 20%. In 2025 we continued a

number of activities designed to strengthen the

pipeline of female talent and improve

engagement, including:

• continuing development, mentoring and

sponsorship activities to prepare female

colleagues for leadership roles, while ensuring

that identified high potential female employees

have development plans in place;

• continuing to use insights from the Great Place

to Work survey to inform action plans aimed at

improving female employee engagement; and

• continuing to expand the Inspiring Women in

Bunzl networks and other regional and local

female focused resource groups.

We have also continued to identify opportunities

at regional and local level to improve our

employer value proposition, reputation as an

inclusive employer and encourage minority group

participation. These activities included holding

regional listening groups to ensure that under

represented voices continue to be heard by our

senior leadership team; supporting the expansion

of the reverse mentoring programme launched

in2024; and using insights from the Great Place

toWork survey to inform actions for under

represented groups more broadly. We also

continue to ensure that there is at least one

Director from a minority ethnic background

onthe Board.

In 2026 we will continue to focus on building

atruly inclusive culture by further enhancing

theways in which we provide a voice for our

colleagues, irrespective of demographic or

background. In addition to annual scrutiny of,

andaction planning on, the Great Place to Work

results, we will look to provide more ongoing

channels of communication. These may include

broadening our employee resource groups and

creating more regular listening forums.

SUSTAINABILITY continued

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.

MALE

60%

FEMALE

40%

2024 2025

Under 30 19%

19%

30–39 25%

25%

40–54 36%

36%

Over 55 20%

20%

1. Gender diversity at Group-level 2. Senior leadership group defined as the c.540 leaders that

receive share awards as part of their remuneration

PROGRESS IN DIVERSITY, EQUITY AND INCLUSION

25%

NO CHANGE

ON 2024

+1%

vs 2024

Increase Decrease No change

Bunzl plc Annual Report 2025

SUSTAINABILITY continued

Governance

Over the last six years we have developed a

robust governance framework that gives clear

oversight of the environmental and social topics

most relevant to our business. It enables the

tracking of trends, risks and opportunities and

helps ensure our commitments are delivered

consistently across our decentralised operations.

Now in its fourth year, the Board Sustainability

Committee provides strategic oversight of Bunzl’s

sustainability opportunities and risks, further

strengthening the Board’s understanding of this

important area. The Committee met three times

in 2025 and assessed progress against our annual

sustainability KPIs at each meeting. It also

reviewed a number of key projects delivered over

the past 12–18 months, including our supply chain

risk assessment project, customer engagement

plans and climate change roadmaps. Updates

onmajor projects, emerging trends and legislative

changes will continue to be brought to the

Committee throughout 2026.

Our Group Sustainability Committee, chaired

bythe CEO and attended by members of the

Executive team, provides cross functional

leadership and ensures that Bunzl maintains

anambitious sustainability programme. The

Committee meets quarterly to set targets,

monitor performance and support the work

ofthe sustainability teams across our business

areas. In 2025, it reviewed progress against our

targets, received regular updates on key projects

and considered the implications of new

reportingrequirements.

OUR SUSTAINABILITY GOVERNANCE STRUCTURE

Board

Our governance structure supports effective delivery of our

sustainability strategy, strengthens decision making and helps

Bunzl respond to evolving expectations from customers,

regulators and stakeholders

The Environment & Climate Change Committee

oversees the implementation of our regional

carbon roadmaps and meets four times a year

with representation from all business areas.

During 2025, the Committee reviewed progress

against our environmental objectives and

monitored initiatives to reduce scope 1 and 2

emissions across the Group, including renewable

energy procurement, alternative fuels and the

transition of commercial vehicles (see page 51 for

further detail).

The Supply Chain Committee is responsible

forstrengthening processes that identify

opportunities and mitigate risks across our global

supply chain, ensuring compliance with regulatory

requirements as a minimum. In 2025, the

Committee worked to redesign our ethical

auditing programme, manage the collection of

data required to calculate scope 3 emissions

andmonitored the progress of our supplier

engagement programme.

The Health & Safety Committee evaluates the

keyhealth & safety risks across the Group and

develops, reviews and monitors relevant policies,

standards and controls. During 2025, the

Committee oversaw the delivery of a safety

culture survey across a selected number of sites.

The findings provided insights into the range and

maturity of safety cultures across the Group and

identified opportunities for further enhancement.

In addition, the Committee oversaw the

development of a Group-wide safety training

matrix and a training compliance monitoring

programme. These initiatives support the Group’s

accident reduction programme.

Board Sustainability Committee

Group Sustainability Committee

Environment & Climate

Change Committee

Supply Chain

Committee

Health & Safety

Committee

Business areas and operating company responsibilities

(including regional sustainability forums, local sustainability

governance meetings, product and packaging groups)

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES

The Taskforce on Climate-related

Financial Disclosures (‘TCFD’)

hasdeveloped a climate-related

financial risk disclosure framework

for companies to provide

information to investors, lenders,

insurers and other stakeholders.

We value open, honest, and continuous

communication to ensure our business decisions

reflect and benefit all of our stakeholders.

Maintaining two-way relationships with our key

stakeholder groups, enables us to understand

their views and objectives. With this

understanding, the Board is able to factor the

potential impact ofdecisions on each stakeholder

group into theCompany’s strategic decision

making and consider their needs and interests in

line with section 172 of the Companies Act 2006.

TCFD INDEX

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 57

Governance report: pages 85–86, 88, 93, 107–108

b) Describe management’s role in assessing

andmanaging climate-related risks and

opportunities.

Sustainability report: page 57

Governance report: pages 85 and 86, 88, 93, 107–108

ESG supporting information: pages 202–207

Strategy Disclose the actual

and potential

impacts of climate-

related risks and

opportunities on the

organisation’s

businesses, strategy

and financial

planning.

a) Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium and long term.

Principal risks: page 72

ESG supporting information: page 202–207

b) Describe the impact of climate-related risks

and opportunities on the organisation’s

businesses, strategy, and financial planning.

Sustainability report: page 50

Principal risks: pages 72

ESG supporting information: pages 202–207

c) Describe the resilience of the organisation’s

strategy, taking into consideration different

climate-related scenarios including a 2°C or

lower temperature scenario.

ESG supporting information: pages 202–207

Risk

management

Disclose how the

organisation

identifies, assesses

and manages

climate-related risks.

a) Describe the organisation’s processes for

identifying and assessing climate-related risks.

Principal risks: pages 64–68, 72

ESG supporting information: pages 202–207

b) Describe the organisation’s processes for

managing climate-related risks.

Sustainability report: page 50

Principal risks: pages 64–68, 72

ESG supporting information: pages 202–207

c) Describe how processes for identifying,

assessing and managing climate-related risks

are integrated into the organisation’s overall

risk management.

Principal risks: pages 64–68, 72

ESG supporting information: pages 202–207

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.

Key performance indicators: page 38

Sustainability report: pages 51–52

ESG supporting information: pages 208–209

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

scope 3 greenhouse gas (‘GHG’) emissions

andthe related risks.

Key performance indicators: page 38

Sustainability report: pages 51–52

ESG supporting information: pages 208–209

c) Describe the targets used by the

organisationto manage climate-related

risksand opportunities and performance

against targets.

Key performance indicators: page 38

Sustainability report: pages 51–52

ESG supporting information: pages 208–209

Bunzl plc Annual Report 2025

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

adjacent information sets out how

we comply with each reporting

requirement and where further

information can be found.

A description of our business model can be found

on pages 14 and 15.

Where principal risks have been identified in

relation to any of the matters listed, these can

be found on pages 64 to 72.

Our non-financial key performance indicators

are set out on page 38.

Find out more in our policy hub on our

website: www.bunzl.com

REPORTING

REQUIREMENT

DESCRIPTION

RELEVANT POLICIES AND STANDARDS

FURTHER

INFORMATION

Social matters

Developing

responsible

supplychains

Our Supplier Code of Conduct, Global Supply Chain Solutions team and partnership with supply

chain assurance expert, 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 48–49

Promoting a

healthy corporate

culture

Our values underly the way we conduct our business and ensure that all of our colleagues are

working towards the common goal of creating long term sustainable value for the benefit of all

stakeholders.

Read more on

page 79

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 updated Inclusion & Belonging Policy was reviewed and approved in 2025 and ensures that

employees are treated fairly and equally and that diversity is embraced. We also offer extensive

learning and development opportunities to equip employees with the skills and experience they

need to succeed and grow in their roles.

Read more on

pages 39–41, 56

Providing our

employees with

asafe working

environment

The Bunzl Health & Safety Policy ensures that high standards of health & safety are maintained

throughout the business. Incidents are monitored and reported tothe Board periodically, which

enables the Board to take action when necessary.

Read more on

page 210

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 90

Promoting ethical

supply chains

Our Supplier Code of Conduct defines the principles and standards that we expect suppliers to

understand and adhere to. This is supported by our industry-leading sourcing and auditing

operation in Shanghai, which works in partnership with suppliers in high risk regions to ensure

the highest standards of product quality and respect for human rights in our supply chain.

Read more on

pages 48–49

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 48

Environmental

matters

Taking action on

climate change

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

Disclosures. Our near-term emission reduction targets were approved by the SBTi in 2022. Our

net zero transition plan was developed in line with the SBTi’s Net Zero Standard and was validated

by the SBTi in 2024.

Read more on

page 50–52

Reducing our

impact on the

environment

Our Environment Policy promotes the efficient use of resources and energy in our supply chain

and ensures a Group wide commitment to continual improvement and compliance with

environmental legislation and regulations.

Read more on

pages 50–55

Providing

sustainable

solutions

Our material footprint tools help customers understand the carbon impact of the products they

source, helping us to work with them to find sustainable solutions that are better suited to a more

circular economy.

Read more on

pages 53–55

Environmental

risks and

opportunities

Our sustainability governance structure enables the Company to identify, assess and manage

climate-related risks and opportunities, analyse the resilience of our business model and strategy,

set targets to manage climate-related risks and to disclose against the TCFD recommendations

and the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.

Read more on

pages 57, 202–207

NFSIS

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

SECTION 172(1) STATEMENT

Regular engagement with our

stakeholders is vital for achieving

sustainable long term success.

We value open, honest, and continuous

communication to ensure our business decisions

reflect and benefit all of our stakeholders.

Maintaining reciprocal, two-way relationships with

our principal stakeholder groups as identified on

pages 61 to 63, enables us to understand their

perspectives and objectives. With this insight, the

Board incorporates the potential impact of

decisions on each stakeholder group into the

Company’s strategic decision making and, in

accordance with section 172(1) of the Companies

Act 2006, considers their needs and interests.

Stakeholder engagement is undertaken through

avariety of channels, with key examples set out

on the pages that follow.

These channels are subject to continual review,

and the Board is satisfied that they remained

effective throughout 2025.

Engagement primarily occurs at the operational

level and is reported to the Board regularly by

senior management. The Board engages directly

when appropriate and on material matters.

In its deliberations, the Board must on occasion

balance the competing interests of different

stakeholder groups. In such circumstances, the

Board always aims to ensure that those affected

are treated fairly.

Considering the interests

of all our stakeholders to

create sustainable value

SECTION 172(1)

The Board of directors of Bunzl plc promotes the success of the Company for

the benefit of its members as a whole, having sufficient regard to:

The likely consequences

of any decision in the long term

• Acquisitions: page 19

• Company purpose: page 16

• Our business model: pages 14 to 15

• Our strategy: pages 16 to 20

• Shareholder returns: page 2

• Capital allocation: page 35

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 59

• Sustainability: pages 42 to 57

• TCFD disclosures: page 58

The interests of the Company’s employees

• Diversity, equity and inclusion:

page 56

• Employment policies: page 134

• Employee engagement

statement: page 82

• Our people: pages 39 to 41

The Company maintaining a reputation

for high standards of business conduct

• Audit Committee report: pages 97 to 106

• Culture and values: page 79

• Non-financial and sustainability

information statement: page 59

• Whistleblowing: page 210

• Fraud policy: page 59

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: pages 81 to 82

• The Company’s Annual General Meeting

(‘AGM’): page 133

• Investor roadshows: page 62

• Bunzl insight series – spotlight on

acquisitions

Bunzl plc Annual Report 2025

CUSTOMERS

76%

of customer orders processed digitally

c.30%

own brand penetration

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

Case study: driving social value

through innovation: Purposeful

Providers Programme

Bunzl Cleaning & Hygiene

Supplies’ Purposeful Providers

Programme (the ‘PPP’) is a

supplier initiative in the UK that

embeds social and sustainable

value into the Company’s

supplychain.

Launched two years ago, the PPP partners

with mission-driven social enterprises and

highlights their products to Bunzl’s

customers. By integrating these suppliers

into our procurement network, Bunzl

amplifies their impact and demonstrates

how business can be a force for good on the

journey towards an inclusive, sustainable

future. The PPP even encourages Bunzl’s

own branches and teams to channel some

internal spending to social enterprise

vendors, ensuring that ethical purchasing

starts at home. This approach creates

measurable social value as everyday

business purchases support enterprises

withclear social or environmental missions.

Through the PPP, Bunzl’s customers can

easily incorporate social value driven

products into their own operations,

effectively scaling up community impact

andsustainability gains across the supply

chain. Every client order of a PPP highlighted

product contributes to causes such as

reforestation, waste reduction or

employment for those in need, without

anyextra effort by the customer.

The PPP represents a strategic innovation

insupply chain management, through which

Bunzl leverages its global scale and

purchasing power to accelerate the growth

of social enterprises, enabling both the

Company and its customers to deliver

socialand environmental value through

everyday business.

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 2025 has shown again that

sustainability is of great importance to our

customers. As such, we continue to develop

oursustainability offering and our engagement

mechanisms with customers to ensure that our

sustainability solutions are tailored to their

needs.The outcomes of this programme have

alsoinformed the Board’s sustainability agenda,

which has led to an exciting new exercise to

bringsustainability into frontline sales, to further

establish sustainability as a priority at all levels

ofthe business.

SECTION 172(1) STATEMENT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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

Over 2025, a number of meetings took place

between investors and Board members, including

the Senior Independent Director. Bunzl engages

in dialogue with major shareholders throughout

the year at regular meetings and investor

roadshows, the outcomes of which are reported

to the Board. More broadly, Bunzl updates

shareholders on trading performance six times

ayear and encourages attendance at the AGM.

Outcomes of engagement

The Board ensures there are mechanisms in

placeto facilitate shareholder engagement and,

over 2025, this engagement provided a wealth

ofconstructive feedback which the Board used

tohelp steer management and formulate

Company strategy.

To read more about engagement between the

Board and shareholders, as well as the outcomes

of shareholder engagement, see pages 81 and 82.

In addition, indirect engagement took place

through regular team briefings and Board

consideration of our 2025 Great Place to

Worksurvey.

Outcomes of engagement

Site visits conducted by both the Board and the

CEO provided an opportunity to engage directly

with Bunzl employees at all levels in their place

ofwork, allowing for meaningful engagement

CEO listening sessions

In 2025, the CEO, alongside the Director

ofGroup HR, held a fifth annual listening

session with female employees and

employees from ethnically diverse

backgrounds from across the Group.

Bunzl’sCEO listening sessions enable

directengagement between the CEO and

employees, which is used to review progress

against the Company’s diversity objectives,

inform future Board decisions and gain

further insight into the results of the Great

Place to Work survey.

Key themes identified from employee

feedback during the session include role

models and inclusive leadership, frontline

and early-stage leadership development

andprogress, communication and

development support.

inasetting that provides greater context to the

wider operations of the business.

Engagement carried out by the CEO contributes

to his understanding of the views of the wider

workforce, which he subsequently utilises when

working with the Board.

The outcome of Bunzl’s 2025 Great Place to Work

survey is detailed on page 39.

NED listening sessions

To gain insight into the 2025 employee

experience, six of our non-executive

directors participated in listening sessions,

speaking directly with employees from the

Asia Pacific, Continental Europe, Latin

America, North America and UK & Ireland

business areas. These sessions facilitated

direct engagement between the non-

executive directors and Bunzl employees

across all levels of the Group, on topics such

as employee training and communications

across businesses. This direct engagement

by non-executive directors with employees

allows for more constructive discussion at

Board level, and, where relevant, helps the

Board to further inform its decisions.

Both the CEO and NED listening sessions

remain instrumental methods of

engagement with the workforce and provide

Board members with a breadth of views

from across the business, which in turn

prompts more informed and considered

decision making from the highest level.

Further information on the themes identified

from both sessions, including outcomes of

these discussions, can be found on page 81.

EMPLOYEES

c.27,000

employees

71%

trust index score in our Great Place to Work survey

Relevance to strategy

Bunzl has c.27,000 employees worldwide. Bunzl’s

employees represent our biggest opportunity and

are the focus of the business. Recruiting, retaining

and developing the best talent is key to Bunzl’s

strategy as it shapes our culture and ensures that

every person pulls in the same direction to

achieve Bunzl’s purpose.

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 2025 through mechanisms

such as site visits, meetings with young talent

groups and CEO and non-executive director

listening sessions (see more on these in the box

to the right).

Particular highlights from 2025 include site visits

at the Irudek facilities in Spain and at Nisbets in

Bristol, United Kingdom.

SECTION 172(1) STATEMENT continued

Bunzl plc Annual Report 2025

SUPPLIERS

1,430

suppliers were assessed in 2025

44%

of suppliers* by emissions currently have science-based

targets in place

* Suppliers that are covered by our scope 3 supplier

engagement target.

Relevance to strategy

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.

ENVIRONMENT & COMMUNITY

28%

more carbon efficient since 2019

c.£1.3 million

donated to charitable causes during 2025

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

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 2025 was

engaging suppliers on the requirement to set

science-based emissions targets by 2027. In

addition, we operate a rigorous supplier

onboarding and audit operation in line with

Bunzl’s Supplier Code of Conduct and compliance

with this is monitored by our Global Supply Chain

Solutions and business area teams. For more

information on our responsible sourcing process,

see pages 48 to 49.

Outcomes of engagement

We continue to work with our suppliers to achieve

our scope 3 emissions target and 44% of our

suppliers* by emissions currently have 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

pages 50 to 52. Further outcomes of engagement

with Bunzl’s suppliers and the results of supplier

audits undertaken during the year can be found

on pages 48 to 49.

Purposeful Providers

Programme: Serious Tissue

Serious Tissue is a standout partner in the

PPP, supplying 100% recycled toilet tissue

with a powerful environmental mission to

combat deforestation. For every sale,

Serious Tissue funds the planting of trees,

directly contributing to global

reforestation efforts. Their commitment

to sustainability and circular economy

principles exemplifies how everyday

products can drive meaningful

environmental impact.

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 2025, we made strong progress in

mapping our material ESG themes to our value

chain. To read more, see our material issues

overview on page 47. To support our community,

we worked with long-standing charity partners on

environmental projects and Bunzl donated a total

of c.£1.3 million to charitable causes during 2025.

More information detailing our charitable

contributions and initiatives during the year can

be found on page 212.

SECTION 172(1) STATEMENT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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

PRINCIPAL RISKS AND UNCERTAINTIES

A robust approach to risk management

Bunzl operates in six core market sectors in 33 countries which exposes it to risks and

uncertainties. The Group sees the management of risk, both positive and negative, as

critical to achieving its strategic objectives.

Bunzl plc Annual Report 2025

PRINCIPAL RISKS AND UNCERTAINTIES continued

Risk management process

To deliver the Group’s strategic objectives

successfully, and provide value for shareholders

and other stakeholders, it is critical that Bunzl

maintains an effective process for the

management of risk. The Company has a risk

management policy which ensures that a

consistent process is followed by every business

and business area as well as the Executive

Committee and ultimately the Board, firstly to

assess and then subsequently to manage both

current and emerging risks. These interrelated

aspects of the Group’s risk management policy

are explained below*. Additional details are also

provided on the key risk management activities

undertaken during 2025.

The 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.

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.

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 ‘Risk management and internal control’ section of the

Corporate governance report on pages 90 to 91 includes

further information on the specific procedures designed

to identify, manage and mitigate risks which could have a

material impact on the Group’s business, financial condition

or results of operations and for monitoring the Company’s risk

management and internal control systems.

RISK MANAGEMENT

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

PRINCIPAL RISKS AND UNCERTAINTIES continued

Principal risks and uncertainties

The Group operates in six core market sectors

in33 countries which exposes it to risks and

uncertainties, many of which are not fully within

the Group’s control. The risks summarised below

represent the principal risks and uncertainties

faced by the Group, being those which are

material to the development, performance,

position or future prospects of the Group, and

the steps taken to mitigate such risks. However,

these risks do not comprise all of the risks that

the Group may face and accordingly this summary

is not intended to be exhaustive.

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 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

New principal risk

Following the impact in 2025 associated with

thechange programme in the Group’s largest

business in North America, the Group has

included an additional principal risk relating to

major change programme execution. The

business primarily services foodservice and

grocery customers and its operating performance

during the course of a major change programme

has materially impacted the Group’s results in

2025. Subsequently, a series of actions were

taken to improve performance (i.e. leadership

changes tofocus on commercial agility and

operational excellence, empowering the local

management and delivering margin benefits

through further own brand launches, in addition

to accelerating cost saving initiatives).

Monitoring risks

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 during the year

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 33 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 countries 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.

Bunzl plc Annual Report 2025

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

DEVELOPMENTS IN 2025

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 has a layered governance structure

thatincludes strategic planning and budget reviews,

retrospective commercial analysis, digital KPI

reporting, forecasting, and regular CFO updates to

the Board ensuring early identification and effective

response to the flagged risks.

• Execution challenges related to a change in the

operating model of our largest operating company,

Bunzl North America Distribution, alongside a

challenging macroeconomic environment resulted

inwallet share loss within its foodservice customer

base. The business has been focused on actions to

improve performance and has seen business wins

inthe second half of 2025.

• Continental Europe has strengthened its focus on

new business pipeline management and delivery

ofincremental cost savings against a challenging

macroeconomic backdrop.

• 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 2025, 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 2025, provisions relating to the Group’s credit

exposure from customers remained broadly

unchanged.

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

PRINCIPAL RISKS

FACING THE GROUP

DESCRIPTION OF RISK AND HOW IT MIGHT

AFFECT THE GROUP’S PROSPECTS

HOW THE RISK IS MANAGED

DEVELOPMENTS IN 2025

STRATEGIC RISKS

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.

• The pricing impact was broadly stable across the

Group over 2025, although some businesses

continued to be impacted by deflation, such as our

cleaning & hygiene businesses in France, reflective

ofa post Covid-19 normalisation of pricing, and

aweak economy.

4. Cost inflation

Profits are reduced due to

theGroup’s inability to pass

on product or operating cost

increases

Risk owner:

CEO and business

area heads

Change to risk level:

Included in viability

statement: Yes

• Significant or unexpected cost increases by

suppliers, due to the pass through of higher

commodity prices (such as plastic or paper) or other

price increases, higher trade tariffs and/or foreign

currency fluctuations, could adversely impact profits

if the Group is unable to pass on such product cost

increases to customers.

• Operating profits may also be lower due to the above

factors if selling prices are not increased

commensurate with the increases in operating costs.

• The Group sources its products from a number of

different suppliers based in different countries so

that it is not dependent on any one source of supply

for any particular product, or overly exposed to a

particular country changing trade tariffs, and can

purchase products at the most competitive prices.

• The majority of the Group’s transactions are

carriedout in the functional currencies of the

Group’s operations, but for foreign currency

transactions some forward purchasing of foreign

currencies is used to reduce the impact of short

termcurrency volatility.

• The Group will, where possible, pass on price

increases from its suppliers to its customers.

• The Group continually looks at ways to improve

productivity and implement other efficiency

measures to manage and, where possible, reduce

itsoperating costs.

• The Group experienced significant product cost

inflation in recent years. Selling prices to customers

were continually evaluated to ensure that

profitabilitylevels were at least maintained. Overall,

the Group was very successful in passing on product

cost inflation.

• The Group’s ongoing focus on own brand product

development is an important tool for discussions

with customers about price increases.

• Operating cost inflation, overall, was more typical

over the year, with wage inflation across the US, UK &

Ireland and Continental Europe being at normalised

levels, which we expect to remain the case in 2026.

• Property cost inflation, linked to lease renewals,

moderated from recent high levels and fuel and

freight inflation was moderate and supported by the

annualisation of prior year contract retendering in

North America.

• Operating cost growth was partially supported by

cost actions taken, such as restructuring projects

and warehouse consolidations and relocations.

PRINCIPAL RISKS AND UNCERTAINTIES continued

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025

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

DEVELOPMENTS IN 2025

STRATEGIC RISKS

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 completed

237 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 2025, the Group’s committed acquisition

spend was £132 million and the pipeline

remainsactive.

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.

• Defined delegation of authority limits provide robust

oversight of all acquisition thresholds and associated

requirements.

• 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 2025, the Board reviewed

the principal acquisitions made in 2023 and noted

that in aggregate they outperformed acquisition

caseexpectations.

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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

DEVELOPMENTS IN 2025

STRATEGIC RISKS

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 seven US States

(extending to 18). 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.

• 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 general inflationary

trends and the higher cost of products made from

alternative materials is a concern for customers.

These trends have the potential to slow transition,

but the introduction of new legislation with high

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

organisations to accelerate their replacement of

non-recyclable/less recyclable products.

• The introduction of new EPR rules place higher

financial and operational obligations on businesses

for the end-of-life management of packaging,

creating strong incentives to move away from

non-recyclable or hard-to-recycle materials. As

compliance costs rise and reporting requirements

become more stringent, customers are increasingly

prioritising solutions that minimise liability under

EPRframeworks. This shift is re-focusing attention

onour alternative material ranges (including own

brand) and reinforcing the importance of proactive

engagement through our sustainability tools and

advisory services.

• The Group has continued to strengthen its expert

sustainability teams who train customers on

incoming legislation, hold customer forums where

they showcase the latest products and support

customers to report effectively against their goals.

Our teams have engaged over 300 key customers

this year to reinforce our sustainability value

proposition and demonstrate how we can help

withtheir objectives.

• The Group continued to expand and introduce

newranges of own brand products made from

alternative materials.

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025

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

DEVELOPMENTS IN 2025

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,

AI initiatives, 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, data loss, reputational damage and loss

of customers and/or a fine under applicable data

protection legislation.

• Concurrent with the Group’s IT investments, the

Group is continuing to improve information

securitypolicies and controls to improve its ability

togovern, monitor, prevent, detect and respond

tocyber threats.

• There is a global Information Security Programme

which applies a risk-based framework of mandatory

and enhanced controls tailored to each business.

There is a central team for strategy and governance,

supported by embedded Information Security

professionals across business areas aligned to the

Bunzl operating model.

• 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 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.

9. Major change

programme execution

Revenue and profits are

reduced due to unsuccessful

execution of a major change

programme

Risk owner:

CEO and business area heads

Change to risk level:

New risk

Included in viability

statement: Yes

• If a major change programme is not delivered in

linewith expectations, a business unit or group of

business units may suffer service interruptions,

costoverruns, or efficiency losses. This can adversely

affect customer and supplier confidence and Group

profitability, especially if the issue occurs in a

material business. Bunzl has a limited number of

individual businesses that are material at the Group

level.

• All major change initiatives are regularly reviewed

bythe business area heads in conjunction with

theGroup CEO.

• Steering committees are established to monitor

progress of major change programmes.

• Business area reviews, including people with relevant

experience from across the Group, provide the first

line of defence.

• During 2025, this risk was elevated and added as

anew principal risk, reflecting the issues associated

with the change programme in the Group’s largest

business in North America, which primarily services

foodservice and grocery customers.

• In the Group’s largest business in North America, a

series of actions were taken to improve performance

(e.g. leadership changes to focus on commercial

agility and operational excellence, empowering the

local management and delivering margin benefits

through further own brand launches, in addition to

accelerating cost saving initiatives).

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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

DEVELOPMENTS IN 2025

FINANCIAL RISKS

10. Availability of funding

Insufficient liquidity

infinancial markets leading to

insolvency

Risk owner:

CFO

Change to risk level:

Included in viability

statement: Yes

• Insufficient liquidity in financial markets could lead to

banks and institutions being unwilling to lend to the

Group, resulting in the Group being unable to obtain

necessary funds when required to repay maturing

borrowings, thereby reducing the cash available to

meet its trading obligations, make acquisitions and

pay dividends.

• The Group arranges a mixture of borrowings from

different sources.

• The Group continually monitors net debt and

forecast cash flows to ensure that it will be able to

meet its financial obligations as they fall due and that

sufficient facilities are in place to meet the Group’s

requirements in the short, medium and long term.

• During 2025, the Group refinanced c.£930 million

ofbilateral revolving credit facilities with £1,250

million of new revolving credit facilities maturing in

2030 (comprising a £950 million syndicated facility

and £300 million of bilateral facilities). The

Groupalsolaunched a US commercial paper

programme alongside its existing euro-commercial

paper programme which diversifies short term

funding sources.

• The Group refinanced c.£470 million of maturing long

term debt with two £250 million Eurobonds inthe

capital markets, with maturities in 2031 and2036.

11. Climate change

Change in temperature and

climate conditions that causes

business disruption and

economic loss for the Group

Risk owner:

CEO and business area heads

Change to risk level:

Included in viability

statement: Yes

• Certain markets and regions are affected by extreme

weather (e.g. suppliers and customers in areas

impacted by wildfires and flooding) which could

impact our commercial strategy.

• Failing to align with our customers’ sustainability

ambitions could lead to reputational damage and

loss of sales.

• The Group may face increased indirect costs from

carbon intensive products where carbon prices

increase and no suitable substitute materials exist.

• Bunzl’s supply chain flexibility and lack of fixed

manufacturing assets provide operational resilience

to the physical impacts of climate change. Our

established business continuity planning has helped

to ensure continued service to customers in case of

weather-related disruptions, such as hurricanes in

North America and the wildfires in Australia.

• Setting emissions reduction targets and tracking

progress through our Climate Change Committee to

decarbonise our operations and those of the supply

chain helps to ensure our activities meet or exceed

customer expectations.

• The ability to pass through any increased costs of

products in our supply chain (for example, due to

carbon pricing mechanisms) to our customers.

• Bunzl assesses and monitors the impact of climate

change on GDP at the global level, including the

impact of carbon pricing on total supply chain carbon

dioxide emissions, and the trajectory of the

reduction of carbon emissions over time based on

data from the Network for Greening the Financial

System ‘NGFS’.

• In 2024, we undertook a comprehensive review and

enhancement of our climate risk assessment,

encompassing both our operations and supply chain.

After a thorough analysis of climate models from the

NGFS, IEA, and IPCC, we selected the NGFS model

(Phase 4) for its versatility in evaluating both

transition and physical risks. We adopted three

distinct scenarios (Orderly (net zero by 2050),

Disorderly (delayed transition), and Hot House World

(current policies)) to represent a range of potential

climate trajectories and their respective impacts on

Bunzl. Additionally, we updated our financial impact

assessment, which has led us to the conclusion that

there was no material change toour risk level.

• In 2025, we considered the output of the

comprehensive exercise completed in the prior year

and concluded that there was no change to our risk

assessment, which is expressed as a percentage of

PBITA and is therefore not impacted by changes in

absolute PBITA forecasts.

Organic growth Acquisition growth Operating model improvements Sustainability

Bunzl plc Annual Report 2025

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

33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 2028.

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 2026

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 80% 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 2026, 2027 and 2028),

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 195%.

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 2028.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CHAIRMAN’S INTRODUCTION

On behalf of the Board, I confirm that, for the year

ended 31 December 2025, the Company complied

in full with all applicable provisions of the Financial

Reporting Council’s (‘FRC’) UK Corporate

Governance Code 2024 (the ‘Code’). The Board

has consistently applied the principles of the

Code, maintaining a robust and transparent

governance framework aligned with best practice.

The Board considers effective governance to be

fundamental to disciplined decision making and

to the long term resilience of the Group.

Recognising the challenges experienced during

the year, the Board gave significant attention in

2025 to the issues identified, particularly in North

America, and their implications for the Company

and its stakeholders. The Board focused on

understanding the root causes and overseeing

the decisive actions taken by management to

address the issues and reduce the risk of

recurrence. The Board will continue to monitor

progress closely and remains committed to

safeguarding the resilience of the Group and

delivering long term sustainable value for the

benefit of all stakeholders.

In fulfilling its stewardship responsibilities, the

Board also spent considerable time on capital

allocation, risk management, reporting and

disclosure, funding resilience, and leadership

continuity, particularly in the context of ongoing

macroeconomic uncertainty. In addition, the

Board actively prepared for the implementation

of Provision 29 of the 2024 Code, ensuring the

Company is well positioned to meet its enhanced

requirements. Further details on this work are set

out in the Audit Committee report on page 103.

At the Company’s Annual General Meeting (‘AGM’)

on 23 April 2025, Lloyd Pitchford retired as a

non-executive director and as Chair of the Audit

Committee. On behalf of the Board, I thank Lloyd

for his wise counsel and independent advice. The

appointments of Daniela Barone Soares and Julia

Wilson in December 2024 enabled the Board to

achieve gender parity, with female representation

increasing to 56% following Lloyd’s departure.

This milestone reflects our ongoing commitment

to diversity and inclusion. Following a planned

handover, Julia succeeded Lloyd as Chair of the

Audit Committee, bringing extensive financial

andregulatory expertise to the role. Additional

information on the diversity of the Board and

Julia’s and Daniela’s inductions can be found

inthe Nomination Committee report.

Governance and leadership continuity were

further strengthened during the year through

myre-appointment for a third three year term

and Pam Kirby’s for a second three year term.

The Board remains committed to continuous

improvement in its effectiveness. In 2025, a

performance review of the Board and its

Committees was undertaken, with assistance

from an independent external service provider,

Lintstock. The review concluded that the Board

and its Committees continue to operate

effectively and identified several priorities for

theyear ahead, including talent and succession

planning, supporting organic growth and

rebuilding investor confidence. Further detail on

the performance review can be found on page 89.

Engagement with stakeholders remains integral

tothe Board’s governance approach. During the

year, the directors and management engaged

directly with stakeholders through one-to-one

meetings, supplier roadshows, employee listening

sessions and reverse mentoring, ensuring a broad

range of perspectives continues to inform Board

decision making.

The Board remains committed to the highest

standards of corporate governance and

stewardship, and I look forward to welcoming

shareholders to the Company’s AGM in 2026.

Peter Ventress

Chairman

2 March 2026

“ The Board considers effective

governance to be fundamental

to disciplined decision making

and to the long term resilience

of the Group.”

Peter Ventress, Chairman

Introduction from Peter Ventress,

Chairman of the Board

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement, as

required by the UK Financial Conduct Authority’s

Disclosure Guidance and Transparency Rule

(‘DTR’) 7.2, together with the rest of the Corporate

governance report and the Committee reports,

forms part of the Directors’ report and has been

prepared in accordance with the principles of the

2024 Code. A copy of the Code can be found on

the FRC’s website, www.frc.org.uk.

• For the year ended 31 December 2025, the

Company has complied in full with the

requirements of the Code.

• Pursuant to DTR 7.2.6, information required to

be disclosed on the structure of the Company’s

securities can be found on page 169.

• Information on our Board and Committee

Diversity Policy, required to be disclosed

pursuant to DTR 7.2.8A, can be found on page

94 and the Policy itself can be found on the

Company’s website, www.bunzl.com.

BOARD LEADERSHIP AND COMPANY PURPOSE

Relevant section of the Annual Report Page(s)

A. Effective Board Biographies of the Board of directors 76 and 77

B. Purpose, values and strategy Our purpose, values and strategy 16 to 20

Culture How the Board monitors culture 79

C. Board decisions and outcomes Risk management and internal controls 90 and 91

97 to 106

D. Effective engagement with stakeholders Section 172(1) statement 60 to 63

E. Workforce policies consistent with Company values

Engagementwith shareholders

Section 172(1) statement 60 to 63

Employee engagement statement 82

Other statutory information 133 to 135

DIVISION OF RESPONSIBILITIES

Relevant section of the Annual Report Page(s)

F. Role of the Chair Board roles and responsibilities 87

G. Board independence Nomination Committee report 92 to 96

H. Board attendance and time commitments Board attendance table 88

I. Board policies Governance framework 86

COMPOSITION, SUCCESSION AND EVALUATION

Relevant section of the Annual Report Page(s)

J. Appointment procedure Nomination Committee report 95

Succession plans Nomination Committee report 94

K. Composition of the Board and its Committees Biographies of the Board of directors 76 and 77

Tenure of directors Board tenure chart 94

L. Evaluation Board evaluation and priorities identified 89

AUDIT, RISK AND INTERNAL CONTROLS

Relevant section of the Annual Report Page(s)

M. Audit Committee role Audit Committee report 99

External audit Audit Committee report 104 to 106

N. Fair, balanced, understandable report Fair, balanced and understandable statement 91

O. Internal controls framework Audit Committee report 102

Principal and emerging risks Principal risks and uncertainties 64 to 72

REMUNERATION

Relevant section of the Annual Report Page(s)

P. Remuneration policy and practices Remuneration Committee report 110 to 132

Q. Development of executive remuneration policy Remuneration Committee report 110 to 132

R. Independent judgement and discretion Remuneration Committee report 110 to 132

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

3 4

BOARD LEADERSHIP AND COMPANY PURPOSE

BOARD OF DIRECTORS

1. Peter Ventress

Chairman

Appointment: Chairman of the Board since April

2020, having been appointed Chairman designate in

June 2019. Chair of the Nomination Committee and

Board Sustainability Committee.

Experience: Peter was formerly Chairman of Galliford

Try Holdings plc and a non-executive director of

Premier Farnell plc, Staples Solutions NV and Softcat

plc. He was Chief Executive Officer of Berendsen plc

from 2010 to 2016, prior to which he held several

senior executive roles, including International

President of Staples Inc and Chief Executive Officer

ofCorporate Express NV, a Dutch quoted company

which was subsequently acquired by Staples. Peter

iscurrently Chairman of Howden Joinery Group plc.

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:

2. Frank Van Zanten

Chief Executive Officer

Appointment: Chief Executive Officer since April

2016, having been appointed as an executive director

in February 2016.

Experience: Frank joined Bunzl in 1994, when

Bunzlacquired his family owned business in the

Netherlands and he subsequently assumed

responsibility for several businesses in other

countries. In 2002, he became Chief Executive

Officerof Pont Meyer NV, a listed company in the

Netherlands, before rejoining Bunzl in 2005 as the

Managing Director of the Continental Europe

business area. He is a member of the Supervisory

Board of Koninklijke Ahold Delhaize N.V.

Skills and contribution to the Board: Frank has

extensive knowledge and experience of our business,

acquired over years of dedicated commitment to the

Company. He has an outstanding track record of

implementing the Company’s purpose-led strategy,

fostering growth by developing and expanding the

Group both organically and through acquisitions.

Committees: None

3. Richard Howes

Chief Financial Officer

Appointment: Chief Financial Officer and a

memberof the Board since January 2020, having

been appointed Chief Financial Officer designate

inSeptember 2019.

Experience: Richard qualified as a Chartered

Accountant with Ernst & Young before moving to the

investment bank Dresdner Kleinwort Benson. During

his career he has held several senior positions at

Geest plc and Bakkavor Group plc, including that of

Chief Financial Officer of Bakkavor Group. He was

Chief Financial Officer of Coats Group plc between

2012 and 2016 and prior to joining Bunzl was Chief

Financial Officer of Inchcape plc. He is currently a

non-executive director of Smiths Group plc and

chairs their Audit & Risk Committee.

Skills and contribution to the Board: Richard brings

a wealth of experience to the Board, gained across

several sectors, having led finance functions at

several 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

4. Pam Kirby

Senior Independent Director

Appointment: Senior Independent Director since

April2024, having been appointed as a non-executive

director in August 2022.

Experience: Pam was formerly Chief Executive

Officer of Quintiles Transnational Corporation,

havingpreviously held senior executive positions at

AstraZeneca PLC and F. Hoffmann-La Roche Ltd. She

was also previously a non-executive director of DCC

plc, Hikma Pharmaceuticals PLC and Reckitt

Benckiser Group PLC, and has held positions as

Senior Independent Director of Victrex and as a

member of the Supervisory Board of AkzoNobel N.V.

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:

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.

As at 31 December 2025, the

Board was made up of nine

directors comprising a

Chairman, a Chief Executive

Officer, a Chief Financial

Officer and six non-executive

directors, including a Senior

Independent Director.

Bunzl plc Annual Report 2025

6 9

5 7

8. Stephan Nanninga

Non-executive director

Appointment: Non-executive director since

May2017.

Experience: After holding several positions

withSonepar and Royal Dutch Shell, Stephan

subsequently became Managing Director,

Distribution Europe of CRH plc in 1999. He then

joined the Board of SHV Holdings NV in 2007,

where he was initially responsible for the Makro

and Dyas businesses, before becoming Chief

Executive in 2014, a position he held until 2016.

He is a member of the Supervisory Boards of

CM.com and Cabka N.V. and a non-executive

director of IMCD N.V.

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:

9. Jacky Simmonds

Non-executive director

Appointment: Non-executive director since

March 2023 and Chair of the Remuneration

Committee.

Experience: Jacky was formerly Chief People

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:

7. Julia Wilson

Non-executive director

Appointment: Non-executive director since

December 2024 and Chair of the Audit

Committee.

Experience: Julia was formerly Group Finance

Director of 3i Group plc from 2008 to 2022, prior

to which she held several 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particularly well suited to the role of

AuditCommittee Chair, and the Board and

Committeesbenefit greatly from her deep

technical knowledge.

Committees:

Committee membership

A u d i t

Remuneration

Nomination

Board Sustainability

Independent director

Denotes Chairman

5. Vin Murria OBE

Non-executive director

Appointment: Non-executive director since

June2020.

Experience: Formerly Chief Executive Officer

ofComputer Software Group plc from 2002 until

2007, Vin subsequently founded and was Chief

Executive Officer of Advanced Computer Software

Group plc from 2008 until 2015. She was

appointed OBE in 2018 for services to the digital

economy and is Chair of AdvancedAdvT Limited.

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:

6. Daniela Barone Soares OBE

Non-executive director

Appointment: Non-executive director since

December 2024.

Experience: Daniela was formerly Chief Executive

Officer of Snowball Impact Management Limited

and prior to this was Chief Executive Officer of

Granito Group from 2017 to 2019. She was Chief

Executive Officer at Impetus from 2006 to 2015,

and Executive Chair of Gove Digital between 2016

and 2020. She has served on various commercial,

non-profit and advisory boards during her career,

including InterContinental Hotels Group PLC,

Halma plc, Evora S.A. and the UK National Advisory

Board to the G8 Social Impact Investment

Taskforce. She is presently a non-executive

director of Tribe Impact Capital LLP.

Skills and contribution to the Board: Daniela

brings deep and wide-ranging ESG related

experience, which is an area of great strategic

importance for Bunzl, and the Board benefits

greatly from her extensive knowledge of how

technology drives change. She is a leading global

executive, with broad experience across key

international geographies in which Bunzl

operates, which further strengthens the Board’s

geographical expertise.

Committees:

BOARD LEADERSHIP AND COMPANY PURPOSE continued

BOARD OF DIRECTORS continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CORPORATE GOVERNANCE REPORT

KNOWLEDGE SHARING, UPSKILLING AND CONTINUAL DEVELOPMENT

The Board understands the importance of knowledge sharing, upskilling and continual

development; therefore, senior management, members of different corporate functions

and external parties are frequently invited to attend meetings to present to the Board

on their respective areas of expertise, aiding better decision making.

Investor relations and

communications team

Investor relations,

stakeholder

engagement and

external/internal

communications

IT and information

security function

Information/cyber

security, internal

controls and digital

strategy

Internal audit

function, external

auditors, and Internal

Controls team

Audit, assurance, risk

management and

controls

Local management

Regional and

commercial sectors,

market knowledge,

supply chains and

stakeholder

engagement

Sustainability team

Environmental, social

and governance,

regulatory knowledge,

supply chains, product

sourcing and corporate

responsibility

HR function

Employee engagement,

health & safety,

corporate responsibility,

human rights, diversity,

equity and inclusion,

and remuneration

Legal function and

Company Secretariat

Legal, regulatory,

governance, shareholder

engagement and share

plans

Corporate

development team

M&A, strategy and

duediligence

External advisers

Legal, compliance,

remuneration,

shareholder

engagement, investor

relations, internal

controls and IT security

THE BOARD

Tax, treasury and

finance functions

Tax, treasury and

finance

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;

– Inclusion and Belonging 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

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE REPORT continued

THE COMPANY’S VALUES ARE AT THE CENTRE OF OUR CULTURE …

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 supporting customers

with sustainability commitments

on page 61.

Bunzl’s corporate charity

programme supports educational

programmes and 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 90.

Bunzl’s own and exclusive brand

offering, expertise, and close

customer relationships allow the

Company to respond to specific

customer needs.

Read about our relationship with

Wegmans on page 17.

… WHICH GUIDE AND INFORM DECISION MAKING FOR OUR BOARD AND BOARD COMMITTEES

NOMINATION

COMMITTEE

AUDIT

COMMITTEE

BOARD SUSTAINABILITY

COMMITTEE

REMUNERATION

COMMITTEE

Actively manages the composition

of the Board and the pipeline of

diverse talent, embracing a

representative Board and inclusive

culture for all employees to thrive.

See pages 92 to 96.

Ensures the integrity and

transparency of the Group’s

financial and narrative reporting

and promotes the transparent

risk-focused culture within which

the Company operates.

See pages 97 to 106.

Provides recommendations to the

Board on the Group’s

sustainability strategy, endorsing a

culture of continuous

improvement.

See pages 107 to 109.

Monitors executive remuneration,

the gender pay gap and CEO pay

ratio, to ensure that remuneration

aligns with Bunzl’s values and

culture and encourages the

Company’s desired behaviours.

See pages 110 to 132.

Purpose, values and culture

Bunzl’s purpose is to deliver essential business

solutions around the world and create long term

sustainable value for the benefit of all

stakeholders. It is the responsibility of the Board

to set the purpose, values and strategy of the

Company and ensure that these align with the

desired culture.

In order to achieve the Company’s purpose, the

Board recognises the importance of a healthy

corporate culture where employees can reach

their full potential and everyone is working

towards a common goal. Bunzl has a unique and

valued entrepreneurial culture which is critical to

delivering the Company’s strategy and is enabled

by its decentralised structure and a focus on

developing local talent. The Board ensures that

the culture of Bunzl is well communicated and

embedded throughout the organisation,

consistently measured and sustained.

Our championed values are at the centre of our

corporate culture and underly the way we

conduct our business. Bunzl’s strong culture is

akey source of competitive advantage and helps

the Group to attract and retain the best talent.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CORPORATE GOVERNANCE REPORT continued

Assessing, monitoring and embedding culture

THE ROLE OF THE BOARD HOW MECHANISMS

The Board maintains a strong interest in how

employees experience Bunzl’s culture,

seeking assurance that values are embedded

and demonstrated across the Group

• By engaging directly with employees and

observing culture in practice

• Site visits

• Non-executive director listening groups

• Employee forums

• Regular Board reporting on people matters

• Objective setting oversight

• Championing equity participation: the Board supports schemes that give employees a stake in the

business, reinforcing empowerment and entrepreneurial spirit

• Acquisition strategy oversight: Directors ensure that retaining former business owners sustains

Bunzl’s entrepreneurial culture across new acquisitions

• Celebrating success: the Board endorses initiatives like the Group employee magazine, which

highlights mentoring and teamwork stories, embedding values through recognition

The Board oversees mechanisms that embed

culture consistently

• By ensuring initiatives and structures reinforce

Bunzl’s entrepreneurial and people-focused

values

• Conferences and learning sessions

• Quarterly Group employee magazine (sharing success stories, mentoring)

• Objective setting and development plans

• Group policies guiding behaviour

• Employee equity participation schemes

• Acquisition strategy fostering entrepreneurial mindset

The Board reviews defined metrics to assess

the strength and sustainability of Bunzl’s

culture

• By monitoring quantitative indicators of

employee experience and behaviour

• Employee voluntary turnover rate: 13.9%

• Trust index score (Great Place to Work survey): 71%

• Non-executive director engagement meetings held: 5

• Material breaches of the Code of Conduct: 0

• Average safety incidents per month per 100,000 employees: 93

The Board maintains direct oversight of

culture through structured engagement

andreporting

• By keeping culture on the Board agenda and

ensuring accountability through regular

monitoring

• Diversity, equity and inclusion 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

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE REPORT continued

CEO listening sessions

In 2025, the Chief Executive Officer, alongside the Director of Group HR, held a fifth annual listening session with female

employees, and employees from ethnically diverse backgrounds across the Group. These listening sessions have been a valuable

engagement mechanism, facilitating the provision of feedback from employees of diverse backgrounds direct to Board level.

Further information can be found in the Section 172(1) statement on page 62.

THEMES COVERED OUTCOME

Role models and inclusive leadership • Continued need for visible senior role models, including women and leaders

from diverse backgrounds

• Greater visibility of real career stories across a wider range of platforms

Frontline and early-stage leadership

development

• Focus on frontline managers as a critical population for development

• Importance of foundational training to build confidence and support

progression into early leadership roles

Progress, communication and

development support

• Clear sense of progress against inclusion ambitions, including improvement

ingender representation

• Ongoing need for consistent updates on initiatives, alongside continued

support through mentoring and leadership programmes

Non-executive director listening sessions

To gain insight into the 2025 employee experience, all of our non-executive directors participated in listening sessions, speaking

directly with employees from the Asia Pacific, Continental Europe, Latin America, North America and UK business areas. The

matters raised by employees are fed back to the Board and the Board uses this feedback to inform its decisions.

THEMES COVERED OUTCOME

Training, systems and tools to support

performance

• Need to broaden access to training, including for non-customer facing roles

• Opportunities to streamline systems and processes to improve consistency

and efficiency

Communication, collaboration and

knowledge sharing

• Desire for even greater consistency in communication across businesses

• Interest in more structured sharing of best practice and learnings

acrossregions

Culture, engagement and consistency

of experience

• Strong sense of pride in Bunzl’s culture and values

• Opportunities to increase consistency of employee experience, including

onboarding for newly acquired companies and continued promotion of

‘SpeakUp’

June 2025 Irudek tour

• Site visit to one of the local businesses

• Presentation from local business leaders

• Meeting with local leadership and local management teams

October 2025 Nisbets tour

• Site visit to the Nisbets National Catering Equipment Centre

• Presentation from the Nisbets Senior Leadership Team

• Meeting with local leadership and management teams

• Demonstration of Nisbets products by the Nisbets Executive

Development Chef

Themes covered:

Some of the themes covered during the site visits include capital

allocation, business performance, talent development and

succession, sustainability as a competitive advantage, digital

acceleration and technology/AI as an enabler, portfolio

management, operating model improvements, organic growth,

and own brands.

BOARD SITE VISITS

SHAREHOLDER ENGAGEMENT

Themes covered:

• Company acquisition strategy and pipeline

• Capital allocation

• Talent management and succession planning for executive

directors and key leadership roles

• Performance in the North America Distribution business

Outcomes:

• The Board considered shareholder feedback in refining their

areas of focus for the year ahead, particularly in relation to

capital allocation, succession planning and monitoring

performance in key markets.

• Shareholder insights also supported the Board’s continuing

review of strategic priorities.

• The Board’s review of the Company’s external

communications and messaging was also informed by

shareholder feedback.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CORPORATE GOVERNANCE REPORT continued

Engagement statements

EMPLOYEE ENGAGEMENT

SHAREHOLDER ENGAGEMENT

Insights from the CEO and non-executive director listening

sessions have been shared with management and are being

incorporated into Group and local HR action plans. This

feedback helps ensure that people and culture initiatives

remain focused on the areas employees identify as most

important and continue to enhance the overall employee

experience. As a global, decentralised business operating

across diverse markets, our workforce spans a wide range of

roles and perspectives. Effective engagement must therefore

reflect the nature of our business, the Company’s culture,

and the needs of our people.

This holistic approach enables the Board to listen to,

understand, and monitor workforce sentiment, ensuring that

perspectives from across the organisation inform decision

making. Employees are also encouraged to participate

directly in the Company’s success through share plans, bonus

and commission schemes, and other incentive arrangements.

Engagement mechanisms, ranging from structured dialogue

to performance-linked participation, are regularly reviewed

by the Board to ensure they remain relevant, effective, and

aligned with Bunzl’s values and strategy.

The Board is committed to maintaining strong and open

communication with the Company’s shareholders.

Committee Chairs seek engagement with major shareholders

on matters relevant to their areas of responsibility, and major

shareholders are also routinely invited to meet with the

Chairman, the Chair of the Audit Committee and the

Company Secretary to discuss governance matters at Bunzl.

Some of the topics that were discussed during the Company’s

recent shareholder engagement are outlined on page 81. The

Board looks forward to continuing its engagement activity in

the coming year.

FOR MORE

INFORMATION

ON STAKEHOLDER

ENGAGEMENT, SEE THE

SECTION 172(1) STATEMENT

Read more on page 60

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 61 to 63 and

inthe Sustainability report on pages 42 to 57.

Bunzl plc Annual Report 2025

Board activity at a glance

The Board meets formally at least seven times

ayear, with two sessions held at or near Group

locations worldwide to stay close to operations.

Each meeting reviews Bunzl’s operational and

financial performance, with the CEO and CFO

presenting, and business area heads invited

toshare insights on key topics.

The Board values direct engagement with

management, recognising the importance of

expertise, knowledge-sharing, and performance

updates. The Director of Corporate Development

regularly briefs the Board on potential

acquisitions, while management provides ongoing

updates on risk, health & safety, digital strategy,

information security, sustainability, governance,

and people matters.

Agendas are set by the Chairman in consultation

with the CEO, supported by the Company

Secretary, who maintains a rolling programme to

ensure all reserved matters and critical issues are

addressed at the right time.

Meetings are designed to encourage robust

challenge and meaningful contributions, with

directors provided with full and timely information

to support informed decisions.

The Company Secretary ensures compliance

withprocedures and keeps the Board abreast

oflegislative, regulatory, and governance

developments, while directors retain the right

toseek independent professional advice at the

Company’s expense to discharge their

responsibilities effectively.

CORE AREA THEME BOARD MATTERS DISCUSSED STAKEHOLDERS AFFECTED LINK TO STRATEGY

Strategy Corporate

strategy & long

term direction

Strategic portfolio development continued with approvals for several

acquisitions, including Hospitalia in Chile and Damito in Slovakia,

enhancing the Group’s customer proposition and supporting continued

geographic expansion.

• Shareholders (value creation, portfolio mix)

• Customers (broader offering, geographic

coverage)

• Employees (growth opportunities, capability

building)

• Suppliers (expanded distribution channels)

• Local communities/regulators (new

market entry)

• Supports Bunzl’s strategy of

compounding growth through

disciplined acquisitions

• Enhances geographic diversification

andsector resilience

• Strengthens long term positioning

inmarkets with attractive structural

drivers

Finance

Capital allocation

& structure

The Board focused on disciplined capital allocation in line with the

Company’s capital allocation policy, pausing the 2025 share buyback in

April following the Company’s releveraging to maintain flexibility and

reflect the Company’s preference for investment in value-accretive

acquisitions. The Board later approved completion of the remaining

buyback in August.

• Shareholders (returns, TSR profile)

• Creditors/lenders (leverage discipline)

• Employees (job security linked to financial

resilience)

• Reinforces disciplined capital

deployment consistent with Bunzl’s

balanced capital allocation framework

• Ensures financial capacity to pursue

bolt-on acquisitions.

• Protects resilience during macro

uncertainty

Financial

reporting &

disclosure

Key governance priorities included approval of statutory reports (2024

Annual Report, 2025 Half Year Report), trading statements, 2025 AGM

circular and establishment of a Disclosure Committee to further

strengthen oversight of market disclosures and regulatory compliance.

• Shareholders & investors (transparency,

confidence in governance)

• Regulators (compliance)

• Analysts/credit rating agencies

• Employees (clarity and alignment around

performance)

• Strengthens Bunzl’s commitment to high

quality reporting and market integrity

• Enhances governance oversight of

statutory reporting and market

communications

CORPORATE GOVERNANCE REPORT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CORPORATE GOVERNANCE REPORT continued

CORE AREA THEME BOARD MATTERS DISCUSSED STAKEHOLDERS AFFECTED LINK TO STRATEGY

Finance

(continued)

Risk management

& controls

The Board reinforced its governance framework by approving the

updated Group Fraud Policy, the Group Tax Risk Management Policy,

theupdated Group Diversity Policy which is now titled the ‘Inclusion

andBelonging Policy’, the Modern Slavery Statement, a revised Risk

Management Policy, and a new Material Controls Policy. At half year,

theBoard also approved the Group risk assessment and added an

additional principal risk ‘Major Change Programme Execution’.

• Employees (culture, inclusion, conduct

expectations)

• Suppliers (modern slavery compliance

requirements)

• Regulators (governance standards)

• Shareholders (risk mitigation, value

protection)

• Customers (assurance on ethical and

operational integrity)

• Reinforces Bunzl’s strategic emphasis on

resilience, integrity and robust controls

• Supports effective oversight of change

management in large operational and

transformational programmes

• Aligns culture initiatives with long term

sustainable performance

Treasury &

funding

Significant treasury actions were authorised, including Euro Medium

Term Note programme issuance authority, backstop credit facility,

syndicated facility refinancing, and establishment of a US commercial

paper program, ensuring robust liquidity and funding flexibility.

• Shareholders (cost of capital, financial

flexibility)

• Lenders/creditors (liquidity profile)

• Rating agencies

• Employees (security associated with

financial strength)

• Ensures diverse, flexible funding sources

to support Bunzl’s acquisition strategy

• Maintains strong liquidity and balance

sheet resilience to underpin long term

growth

Dividends Dividend policy continued to be progressive, with the Board agreeing

toincrease the 2024 final dividend and authorising the 2025 interim

dividend, reflecting confidence in cash generation and long term

shareholder returns.

• Shareholders (return on investment,

income)

• Analysts/investor community (signal of

performance confidence)

• Reflects Bunzl’s longstanding

progressive dividend policy

• Demonstrates confidence in cash

generation and business model

resilience

Governance Governance of

people &

leadership

Governance and leadership continuity were prioritised through the

re-appointment of Peter Ventress (Chairman) for a third three year term

and Pam Kirby (SID) for a second three year term, and the appointment

of Laura Brinkworth-Bell as Group Company Secretary. Directors’

conflicts were reviewed and authorised, and updated NED base and

Committee Chair fees were approved.

• Employees & senior leaders (stability,

leadership continuity)

• Shareholders (confidence in governance)

• Regulators (compliance with Code

provisions)

• The Board & Committees (effectiveness

and capacity)

• Supports Bunzl’s strategy by ensuring

astrong, stable governance framework

• Reinforces succession planning,

leadership capability and oversight

effectiveness

• Aligns with the UK Corporate

Governance Code’s focus on leadership,

Board composition and independence

Bunzl plc Annual Report 2025

MATTERS CONSIDERED BY THE BOARD IN 2025

Q1 Q2 Q3 Q4

January

• Strategic plan proposal

• Update on results of the 2024 Board

performance review

• Update on acquisitions and the acquisition

pipeline

• Results of the 2024 Great Place to Work

survey

• Presentation on feedback from employee

listening groups

• Deep-dive on Finance succession planning

• Group risk assessment

February

• Results for the year ended 31December

2024

• Risk management, internal controls and

disclosure of information to auditors

• Re-appointment of auditors

• Update on acquisitions and the acquisition

pipeline

• Final dividend for the year ended

31December 2024

• Update on investor engagement

• Fraud policy

• Update on health & safety incidents

• Update on the supply chain audit

• Treasury update

April

• Q1 trading update

• Updates on business performance and the

evolution of the 2025 forecast

• Update on North America Distribution

• Updated Group tax risk management

policy

• Results of Corporate Responsibility

self-assessment

• Updates on diversity policies, corporate

responsibility and the Modern Slavery

Statement

• Update from the Board Sustainability

Committee

June

• Pre-close trading statement

• Deep-dive review of Q1 performance

• Presentation on treasury policies and

funding proposals

• Update on acquisitions and the acquisition

pipeline

• Review of acquisitions made in 2023

• Update from the Board Sustainability

Committee

• Presentation on talent as a key enabler

• Update on whistleblowing reports

• Update on accident statistics

• Site visits in Spain

August

• Results for the half year ended 30 June

2025

• Interim dividend for the year ended

31December 2025

• Establishment of a Disclosure Committee

• Updated risk management policy and new

material controls policy

• Capital allocation commitments, including

the share buyback programme

• Update on acquisitions and the acquisition

pipeline

• Update on health & safety incidents

• Update on the supply chain audit

• Appointment of new Group Company

Secretary

October

• Q3 trading update

• Update from Investor Relations

• Update on acquisitions and the acquisition

pipeline

• Defence update from external advisers

• Update on North America Distribution

• Update from the Board Sustainability

Committee

• Consideration of director conflicts of

interest

• Site visit to Nisbets

December

• Pre-close trading statement

• H1 2019 – H1 2025 performance overview

• Board performance evaluation

• 2026 budget

• Update on health & safety incidents

• Review of Treasury proposals

• Group tax strategy statement and update

• Update on whistleblowing reports

• Review of Committee terms of reference

and governance documents

CORPORATE GOVERNANCE REPORT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

CORPORATE GOVERNANCE REPORT continued

GOVERNANCE FRAMEWORK

The Board views robust governance as fundamental to executing our strategy and securing the Group’s long term success. Effective strategic leadership depends on a framework built

on accountability, transparency, responsibility, and strong controls.

This governance framework:

Provides a clear

framework for

decision making and

strategic delivery

Ensures

accountability and

oversight through

Board and

Committee

structures

Facilitates timely,

well-informed

decisions with

defined authority

levels

Uses robust

reporting

channelsand

metrics to monitor

performance and

guide progress

Maintains a formal

Schedule of Matters

Reserved and

Delegations of

Authority Policy

Gives directors

access to

independent advice

and sufficient

resources to

discharge duties

Confirms no

concerns raised by

directors on Board

operation or

Company

management

NOMINATION

COMMITTEE

Oversees composition andsuccession

planning forthe Board and senior

management

REMUNERATION

COMMITTEE

Determines director and senior

management remuneration

AUDIT

COMMITTEE

Oversees financial integrity, internal

controls, risk management, and auditor

relationships

BOARD SUSTAINABILITY

COMMITTEE

Provides oversight and governance

of the Group’s Sustainability strategy

and its delivery

BOARD OF DIRECTORS:

SETS STRATEGY, PURPOSE, RISK APPETITE, AND CULTURE, ENSURING ROBUST INTERNAL CONTROLS

EXECUTIVE COMMITTEE:

THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS, CARRYING OUT AND OVERSEEING

OPERATIONAL MANAGEMENT, AND IMPLEMENTING THE STRATEGIC OBJECTIVES SET BY THE BOARD

The Responsibilities of the Board and the terms of reference for each Committee can be found on the Company’s website, www.bunzl.com

Read more on page 92 Read more on page 110Read more on page 97 Read more on page 107

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE REPORT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

Board roles and responsibilities

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

NAME ROLE RESPONSIBILITIES

Peter Ventress Chairman The primary job of the Chairman is to be responsible for the leadership of the Board and to ensure its effectiveness in all aspects of its role. There

is clear division between the role of the Chairman and the Chief Executive Officer.

The Chairman:

• takes overall responsibility for the composition and capability of the Board and its Committees;

• organises the annual evaluation of the Board, its Committees and each individual director;

• consults regularly with the Chief Executive Officer and is available on a flexible basis to provide advice, counsel and support to the Chief

Executive Officer; 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.

Frank van Zanten Chief Executive

Officer

The Chief Executive Officer is responsible for the leadership and the operational and performance management of the Company within the

strategy agreed by the Board. The Chief Executive Officer:

• manages the Chief Financial Officer and the Group’s management and day-to-day activities;

• prepares and presents the strategy for growth in shareholder value to the Board;

• sets the operating plans and budgets required to deliver the agreed strategy;

• ensures that the Group has appropriate risk management and control mechanisms in place; and

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

Richard Howes Chief Financial

Officer

The Chief Financial Officer supports the Chief Executive Officer and is responsible for managing the Group’s funding strategy, financial reporting,

non-financial reporting, risk management and internal controls, investor relations programme and the leadership of the Finance, Tax and Treasury

functions. The Chief Financial Officer communicates with the Company’s analysts on a day-to-day basis as necessary.

Pam Kirby Senior

Independent

Director

The Senior Independent Director is available to shareholders if they have concerns, which contact through the normal channels of Chairman, Chief

Executive Officer or Chief Financial Officer has failed to resolve or for which such contact is inappropriate. The Senior Independent Director is also

available to the other directors should they have any concerns, which are not appropriate to raise with the Chairman or that have not been

satisfactorily resolved by the Chairman.

Stephan Nanninga

Vin Murria OBE

Jacky Simmonds

Daniela Barone Soares OBE

Julia Wilson

Independent

non-executive

directors

The non-executive directors play an important role in corporate governance and accountability, through both their attendance at Board

meetings and their membership of the various Board Committees. The non-executive directors bring a broad range of business and financial

expertise and experience to the Board, which complements and supplements the experience of the executive directors. This enables them to

offer strategic guidance, evaluate information provided and constructively challenge management’s viewpoints, assumptions and performance.

The role description of the Chairman and the CEO as well as the SID can be found on the on the Company’s website, www.bunzl.com

CORPORATE GOVERNANCE REPORT continued

Board and Committee meeting attendance

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

during 2025.

Additional meetings of the Board were also held in April to discuss Q1 trading performance and the

evolution of the 2025 forecast.

Board

(7)

Audit

(4)

Nomination

(5)

Remuneration

(3)

Board

Sustainability

(3)

Peter Ventress 7 – 5 – 3

Frank van Zanten 7 – – – –

Richard Howes 7 – – – –

Pam Kirby 7 4 5 3 3

Lloyd Pitchford

3 1 3 1 1

Stephan Nanninga 7 4 5 3 3

Vin Murria OBE 7 4 5 3 3

Jacky Simmonds 7 4 5 3 3

Julia Wilson 7 4 5 3 3

Daniela Barone Soares OBE 7 4 5 3 3

* Lloyd Pitchford resigned as a director on 23 April 2025 and attended all Board and Committee meetings held between 1 January

2025 and that date.

Conflicts of interest

The Board is committed to ensuring that directors

avoid any situation where their interests conflict,

or may potentially conflict, with those of the

Company. In accordance with the Companies

Act2006 and the Company’s Articles of

Association, the Board has authority to consider

and, where appropriate, authorise potential

conflicts subject to defined limits and conditions.

Directors are required to declare any situational

or transactional conflicts, which are then

reviewed by the Board; directors are not

permitted to participate in decisions relating

totheir own conflicts.

During the year, several potential situational

conflicts, principally external directorships,

wereauthorised and recorded in the Company’s

conflicts register. No actual conflicts were

identified, and the Board is satisfied that the

procedures in place are operating effectively,

providing clear assurance that directors continue

to discharge their duties in the best interests of

the Company and its stakeholders.

External appointments and time

commitment of directors

The Board takes director time commitments

seriously, with expectations set out in letters

ofappointment. Any new external appointments

must be notified to the Chairman, who informs

the Board for consideration. While recognising

thevalue external roles can bring in terms of

knowledge and experience, the Board ensures

they do not compromise a director’s ability to

devote sufficient time to Bunzl.

Where appointments are disclosed, the Board

assesses potential impact on meeting

preparation, stakeholder engagement, training,

and overall effectiveness, as well as conflicts,

portfolio balance, and compliance with the Code

and investor guidance. The Board is satisfied that

all directors continue to dedicate appropriate

time and discharge their duties effectively.

Board induction

The Company Secretary supports the Chairman in

delivering tailored induction programmes for new

directors, addressing individual needs and

ensuring clarity on roles, responsibilities, and the

Group’s business, culture, and values.

A typical programme includes:

• comprehensive information pack on duties,

responsibilities, share-dealing procedures,

andgovernance matters

• one-to-one meetings with Board members,

theCompany Secretary, and Committee Chairs

• engagement with senior management

• visits to Group locations

• briefings on business activities, risks,

sustainability, and stakeholder engagement

For more information on the induction of Daniela

Barone Soares and Julia Wilson, see the

Nomination Committee report on page 93.

Training and development

The Board recognises that effective decision

making relies on directors’ strong understanding

of the Group’s operations, people, and operating

environment. Directors receive regular training

and briefings throughout the year on business

performance, market dynamics, and regulatory

developments. The Group General Counsel,

Company Secretary and Chief Financial Officer

provide ongoing updates on legal, regulatory, and

financial matters, supported by specialist training

from external advisers and auditors. Directors’

training needs are kept under review, and

external courses are undertaken where

appropriate to further enhance skills and

effectiveness.

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE REPORT continued

Board performance review

The Board is aware of the need to continually

review its performance and each year the Board,

its Committees and each individual director

undergo a formal evaluation process which is

overseen by the Chairman.

This year, a Board performance review was

carried out with assistance from an independent

external service provider, Lintstock. The review

comprised a tailored questionnaire completed by

all directors. The Chairman also held individual

discussions with each director.

KEY PRIORITIES IDENTIFIED

DURING2024

PROGRESS MADE

KEY PRIORITIES IDENTIFIED

DURING 2025

OUTCOME OF BOARD

PERFORMANCE REVIEW

1. Delivering organic growth The Board maintained oversight of organic growth by reviewing trading

performance at each reporting point and receiving regular updates on the

acquisition pipeline, capital allocation and market developments, ensuring

continued discipline in executing the Group’s growth strategy. More on page 85.

1. Continuing to focus on

delivering organic growth

As a result of the Board

performance review process

carried out in 2025, the

Board and its Committees

were found tobe operating

effectively.

2. Embedding Board changes Julia Wilson completed an orderly handover with the outgoing Audit Committee

Chair, and both Julia and Daniela Barone Soares received comprehensive,

tailoredinduction programmes following their appointments to the Board in late

2024, supporting the smooth embedding of Board changes during the year.

More on page 93.

2. Overseeing performance and

operational improvements

across the portfolio

3. Continuing to focus on talent and

succession

Succession planning for executives and senior management remained a key

priority in 2025, with the Board undertaking focused deep-dives into critical

succession plans and reviewing insights from employee engagement activities,

including survey results and listening group feedback, to reinforce oversight of

leadership capability. More on pages 94 and 95.

3. Continuing to focus on talent

and succession

4. Strengthening Board exposure to the

wider business

Board members enhanced their understanding of the Group through site visits,

updates from major business divisons, and frequent reports on sustainability,

supply chain, risk and operational matters, supporting greater visibility of Group

performance and developments. More on page 81.

4. Recovering investor

confidence

Several key priorities to further enhance the

Board’s performance were subsequently

agreedand any progress in respect of such

priorities will be reported on formally in next

year’s Annual Report.

Details of the priorities identified as part of this

year’s evaluation, and progress in respect of the

key priorities identified in 2024, are set out below.

The Board is satisfied that the priorities identified

following the evaluation carried out in 2024 have

been adequately addressed during 2025.

Lintstock has supported the Board’s external

evaluations for several years, ensuring

consistency and continuity, and has no other

connection with the Company. The last

comprehensive external evaluation, including

interviews with all directors and the Company

Secretary, was completed for the year ended

31December 2023, with the next scheduled

for2026.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

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

• consideration of 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 operating

company and business area management to discuss strategic,

operational and financial matters;

• the Executive Committee reviews the principal risks affecting

each business area and the policies and procedures in place

tomanage them;

• the Board in turn reviews the outcome of the Executive

Committee’s discussions on principal risks, which ensures

adocumented and auditable trail of accountability;

• these processes culminated in the Board’s approval in 2025

ofa new principal risk relating to major change programme

execution, reflecting the issues associated with the change

programme undertaken in the Group’s largest business in

North America;

• each business area, the Executive Committee and the Board

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. In addition, the second line

internal controls team have an annual risk-based programme

of activity involving various reviews of control compliance

within the businesses;

• actual results are reviewed monthly against budget, forecasts

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 the Group;

• the Internal Audit function annually performs business and

risk-themed audit work, makes recommendations to improve

processes and controls and follows up to ensure that

management implements the recommendations made.

TheInternal Audit function’s work is determined on a risk

assessment basis and its findings are reported to Group and

business area management as well as to the Audit Committee

and the external auditors;

• the Audit Committee, which comprises all the independent

non-executive directors of the Company, meets regularly

throughout the year. Further details of the work of the

Committee, which includes a review of the effectiveness of

theCompany’s internal financial controls and the assurance

procedures relating to the Company’s risk management

system, are set out in the Audit Committee report on pages

97to 106;

• management committees (known as the Group Sustainability

Committee, the Environment & Climate Change Committee, the

Health & Safety Committee, and the Supply Chain Committee)

which oversee issues relating principally to environment, health

& safety and business continuity planning matters, set relevant

policies and practices and monitor their implementation; and

• health & safety risk assessments, safety audits and a regular

review of progress against objectives established by each

business area are periodically carried out.

CORPORATE GOVERNANCE REPORT continued

Audit, risk and internal control

Bunzl plc Annual Report 2025

CORPORATE GOVERNANCE REPORT continued

Risk management and

internalcontrols

In line with the provisions of the Code in force for

the 2025 financial year, the Board acknowledges

its overall responsibility for identifying, evaluating,

managing and mitigating the Group’s principal

and emerging risks, and for monitoring the

Group’s risk management and internal control

systems. Such systems are designed to manage,

rather than eliminate, the risk of failing to achieve

business objectives and can only provide

reasonable and not absolute assurance against

material misstatement or loss.

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

2025 and up to the date of approval of these

financial statements and that the Group’s risk

management and internal controls systems have

been monitored.

Provision 29 of the UK Corporate Governance

Code 2024, which applies to financial years

beginning on or after 1 January 2026, requires

boards to make a declaration on the effectiveness

of material controls as at the balance sheet date.

Information on the Company’s preparations for

compliance with the new requirements can be

found in the Audit Committee report on pages 97

to 106.

Further information about the Group’s approach

to risk management and the principal risks and

uncertainties facing the Group can be found on

pages 64 to 72.

Financial and business reporting

The responsibilities of the directors in respect of

the preparation of the Group and parent

company financial statements are set out on page

184 and the auditors’ report on pages 185 to 190

includes a statement by the external auditors

about their reporting responsibilities. In

accordance with Provision 30 of the Code and as

set out on page 141, the directors are of the

opinion that it is appropriate to continue to adopt

the going concern basis in preparing the financial

statements.

The process of preparing the Annual Report has

included the following:

• comprehensive reviews undertaken at different

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 2025

Annual Report is fair, balanced and

understandable, and provides the information

necessary for shareholders to assess the

Company’s position, performance, business

model and strategy.

Assessment of the prospects of the

Company and its viability statement

In accordance with Provision 31 of the Code,

details of how the directors have assessed the

prospects of the Company, over what period the

prospects have been assessed, and the

Company’s formal viability statement are included

in the Strategic report on page 73.

By order of the Board

Laura Brinkworth-Bell

Company Secretary

2 March 2026

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

Introduction from Peter Ventress

On behalf of the Board, I am pleased to present

the Nomination Committee’s report for the

financial year ended 31 December 2025.

The Committee’s work during the year focused

onensuring that the Board and senior leadership

team continued to possess the right balance of

skills, experience and diversity required to provide

effective oversight and support the delivery of the

Group’s long term strategy. As I reflect on the

year, I am pleased to report that the Committee’s

work during the year further strengthened the

Board’s capabilities and ensured that succession

planning, talent development and diversity

objectives remain closely aligned with the Group’s

strategic priorities.

A key priority in 2025 was overseeing the

transition following Lloyd Pitchford’s retirement

from the Board at the conclusion of the 2025

AGM. The Committee ensured an orderly

succession by recommending the appointment

ofJulia Wilson as Chair of the Audit Committee,

providing continuity of governance and

maintaining robust oversight of the Company’s

financial reporting and internal control

environment.

The Committee met five times during the year,

reflecting the breadth of its responsibilities across

Board composition, senior leadership succession

and talent management. Additional meetings

enabled the Committee to maintain close

oversight of leadership capability, refresh

succession plans and ensure continued alignment

with the evolving priorities of the Group.

In line with our commitments on diversity and

inclusion, the Committee conducted its annual

review of the Board’s composition against the

requirements of the FTSE Women Leaders Review

(formerly Hampton-Alexander), the Parker Review,

the UK Listing Rules and the Company’s own

Board and Committee Diversity Policy. Iam

pleased to confirm that the Board continues to

meet and exceed these expectations in respect of

gender and ethnic diversity. While diversity and

inclusion remain important considerations,

succession planning and any future recruitment

continue to be informed by a holistic assessment

of the Board’s skills, knowledge, independence

and experience, as well as the strategic objectives

of the Group.

The Committee also reviewed progress on

seniorexecutive succession planning and talent

development, and participated in the Board

performance review, which confirmed that the

Committee continues to operate effectively.

Information on the Committee’s progress in

respect of these priorities can be found on

pages89 and 94.

The Committee ends the year satisfied that the

Board remains appropriately balanced in terms

ofskills, experience and diversity, and that the

Group has strong succession pipelines in place

tosupport long term sustainable performance.

The Committee will continue to ensure that

Boardand senior leadership composition remain

aligned with the Company’s strategy, risk profile

and culture.

Peter Ventress

Chairman and Chair of the

NominationCommittee

2 March 2026

“ The Committee’s work during

theyearfurther strengthened the

Board’scapabilities and ensured

thatsuccession planning, talent

development and diversity objectives

remain closely aligned with the

Group’sstrategic priorities.”

NOMINATION COMMITTEE REPORT

Peter Ventress, Chairman and Chair of the Nomination Committee

Bunzl plc Annual Report 2025

NOMINATION COMMITTEE REPORT continued

Composition

During 2025, the Nomination Committee

comprised the Chairman of the Company, who

chairs the Committee (unless the Committee

isdealing with the matter of succession of the

Chairman of the Company) and all of the

independent non-executive directors. In

accordance with the UK Corporate Governance

Code (the ‘Code’), a majority of the members are

independent non-executive directors. The

Company Secretary acts as the Secretary to the

Committee.

Nomination Committee meetings

The Committee meets at least twice a year and

otherwise as required.

The table below sets out directors’ attendance

atthe five scheduled Committee meetings held

during 2025.

Meetings attended

Peter Ventress 5/5

Pam Kirby

5/5

Stephan Nanninga

5/5

Vin Murria

5/5

Jacky Simmonds

5/5

Julia Wilson

5/5

Daniela Barone Soares

5/5

Lloyd Pitchford*

3/3

* Lloyd Pitchford resigned as a director on 23 April 2025

andattended all of the Committee meetings held between

1January 2025 and that date.

Key areas of focus in 2026

• Strengthen the talent pipeline, with a particular

focus on enhancing the Committee’s insight

into succession readiness, development plans

for potential successors, and access to

international development opportunities for

high-potential candidates

• Succession planning, with a particular focus

onexecutive succession and preparation for

future independent non-executive director

changes

Role and support during 2025

The Committee’s principal role is to lead

theprocess for appointments to the Board,

whether to fill any vacancies that may arise

orto change the number of Board members,

ensure plans are in place for orderly

succession to the Board and senior

management positions and oversee the

development of a diverse pipeline for

succession. The Committee has been

authorised to enlist the services of external

executive search firms to assist with the

recruitment process, including the

identification of potential candidates and

tofillBoard positions, where appropriate.

Performance review

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. This year,

the Board evaluation was externally facilitated

by Lintstock. Information concerning the

results of the 2025 performance review is set

out on page 89.

This report has been prepared in accordance

with the Code. The Committee’s terms of

reference are available on the Company’s

website, www.bunzl.com.

Activities

Board induction, training and

professionaldevelopment

As part of the Committee’s ongoing succession

oversight, particular attention was given to

supporting the effective integration of Julia Wilson

and Daniela Barone Soares who were appointed

on 16 December 2024. Throughout 2025, the

Committee monitored their onboarding and

ensured that they undertook comprehensive,

tailored induction programmes. These

programmes were designed to reflect each

director’s background, experience and

Committee responsibilities, with the aim of

helping them develop their knowledge and a

thorough understanding of the Group’s business,

governance framework and culture.

JULIA WILSON AND DANIELA BARONE SOARES ONBOARDING PROGRAMME

STRATEGY AND BUSINESS MODEL GOVERNANCE FRAMEWORK CULTURE AND PEOPLE

Meeting with the Chairman of

the Board and CEO for an

in-depth briefing on the

Group’s strategic priorities, long

term value creation model and

disciplined compounding

strategy.

Meeting with the Company

Secretary to review the Group’s

corporate governance

framework, Board and

Committee responsibilities, risk

management and stakeholder

engagement processes.

Meeting with the Director

ofGroup HR to discuss the

Group’s people strategy,

including employee

engagement, leadership

development, talent succession

planning, and diversity, equality

and inclusion.

Strategic and financial briefing

with the CFO on the Group’s

performance, capital allocation

framework and longer term

planning assumptions.

Meeting with the Chairs of the

Audit and Remuneration

Committees and the Senior

Independent Director to

discuss the operation of the

Committees, current oversight

priorities and how each

Committee supports the

effective functioning of the

Board.

Site visits to key operational

locations with business area

heads and senior management.

Sessions with senior leaders

across business areas to

understand the Group’s

decentralised operating model,

organic growth levers and

customer value propositions.

Detailed briefing with the Head

of Sustainability on the Group’s

sustainability strategy, including

net zero progress, upcoming

regulatory reporting

requirements and the

integration of ESG into Board

decision making.

Meeting with the Director of

Corporate Development to

gaininsight into the acquisition

strategy and pipeline

management.

Access to core governance

materials, including the

Schedule of Matters Reserved

for the Board, the Committees’

terms of reference, the Board

and Committee Diversity Policy

and the Board skills matrix.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

During the year, Board members continued to

enhance their knowledge and skills through an

ongoing programme of professional development.

This included training sessions and in-depth

briefings delivered by both external advisers

andinternal subject matter experts. The Board

received focused updates on a range of strategic

and operational topics, including updates on the

Group’s sustainability framework, supply chain

assurance and information security programme.

Succession planning

Succession planning remained an important

areaof focus for the Committee during 2025.

TheCommittee reviewed the Company’s

succession plans at regular intervals, informed

bythe updated Board skills matrix, tenure tracker

and outcomes from the annual Board evaluation.

This enabled an ongoing assessment of the

balance of skills, experience and knowledge on

the Board and helped identify areas where

additional capability may be required to support

the delivery of the Group’s strategic priorities.

Non-executive director tenure incl. Chairman

(as at 31 December 2025)

0 – 3 years 3

3 – 6 years 2

6+ years 2

This tenure profile provides an appropriate

blendof newer and longer-standing directors and

remains consistent with the expectations of the

Code and prevailing governance guidelines on

director tenure. The Committee is satisfied that

the current tenure distribution supports effective

oversight and will continue to monitor tenure to

ensure rotation can be managed in a coordinated

and timely manner.

Reflecting the Group’s commitment to long term

sustainability, diversity (including professional

background), sector experience and international

perspective, continued to be key considerations in

reviewing Board pipelines. This approach helps

ensure that the Board remains well-equipped

tosupport delivery of the Group’s strategic

priorities.

Succession planning will remain a priority in 2026,

with continued focus on maintaining an effective

and appropriately balanced Board over the short,

medium and long term.

Talent

During 2025, the Committee maintained oversight

of executive and wider senior leadership team

succession planning. The Committee received

regular updates on talent development across the

Group and refreshed succession plans for critical

leadership roles, with particular focus on

leadership readiness, development needs and

depth within key sectors and geographies. A

consolidated summary of the Company’s annual

talent and succession planning reviews covering

emerging leadership pipelines, diversity and

inclusion progress and key development priorities

was presented to the Committee. The CEO also

provided his annual management succession

update, which informed the Committee’s

assessment of leadership capability and future

requirements. The Committee is satisfied that the

Company maintains a strong, diverse and

well-prepared succession pipeline, supported by

appropriate contingency arrangements.

The Committee also engaged regularly with senior

management across the Group throughout the

year. These interactions provide valuable insight

into leadership capability, support the early

identification of high-potential individuals and

strengthen the Committee’s understanding of

succession-related risks and opportunities across

the business areas. This work remains an

important component of ensuring the Group has

the leadership capacity required to support long

term strategic delivery.

Diversity and inclusion

The Committee recognises the importance of

adiverse Board and senior management team,

encompassing a broad range of gender, ethnic

and social backgrounds. Such diversity brings

different perspectives and experiences, which

theCommittee believes enhances strategic

decision making and supports the development

of an inclusive culture across the Group. As at

31December 2025, 56% of the Board were

NOMINATION COMMITTEE REPORT continued

As at 31 December 2025, the composition of the Board and Executive Management was as follows:

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

Management*

Percentage of

Executive

Management*

Gender

Men 4 44% 3 1 25%

Women 5 56% 1 3 75%

Not specified/prefer not to say – – – – –

Ethnic background

White British or other White

(including minority-white groups) 7 78% 4 4 100%

Mixed/Multiple ethnic groups 1 11% – – –

Asian/Asian British 1 11% – – –

Black/African/Caribbean/

BlackBritish – – – – –

Other ethnic group – – – – –

Not specified/prefer not to say – – – – –

* Under the definition provided by the UK Listing Rules, for the purposes of this disclosure, the definition of Bunzl’s Executive

Management comprises members of the Company’s Executive Committee, but excludes the Group CEO and CFO

who are included in the number of Board members, and includes the Company Secretary.

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

women and 22% were from ethnically diverse

backgrounds. These levels exceed the targets

setby the FTSE Women Leaders Review (formerly

Hampton-Alexander) and the Parker Review and

are compliant with the board diversity

requirements in the UK Listing Rules. Compliance

with the UK Listing Rules is disclosed below.

The Committee remains committed to

maintaining an appropriate balance of skills,

experience and diversity as part of its approach

to Board composition and succession planning.

Inmaking appointments to the Board and in

senior management succession and recruitment,

the Committee seeks to engage executive search

firms that are signatories to the Voluntary Code

ofConduct of Executive Search Firms and expects

them to draw from wide and diverse candidate

pools. The Committee actively promotes diversity

and inclusion throughout the recruitment process

and, where appropriate, challenges external

search consultants to ensure that diversity of

gender, social and ethnic background, as well as

cognitive diversity and personal strengths, is

fullyconsidered in the identification and selection

of candidates.

The Board and the Committee’s approach to

diversity and inclusion in respect of the Board

andsenior management is set out in the Board

and Committee Diversity Policy, which is reviewed

regularly by the Board Sustainability Committee

and can be found on the Company’s website,

www.bunzl.com. Additional information

concerning diversity and inclusion can be found

inthe Sustainability report on pages 42 to 57

andin the Our people section on pages 39 to 41.

Bunzl plc Annual Report 2025

NOMINATION COMMITTEE REPORT continued

Recruitment

The Committee is responsible for overseeing

theidentification, assessment and selection

ofcandidates for appointment to the Board.

Although no Board appointments were made

during 2025, the Committee continued to

reviewthe composition of the Board closely,

withreference to the Group’s strategic priorities,

the Board skills matrix and the outcomes of the

annual Board evaluation.

The Committee is committed to applying best

practice in all aspects of Board appointments.

This includes, where appropriate, the use of

independent external executive search firms

withrelevant expertise to support objective and

comprehensive search processes. The Committee

will continue to keep Board composition under

regular review and is prepared to initiate a formal

recruitment process should a skills gap, changes

in Board requirements or planned director

rotation necessitate a new appointment.

Performance review, conflicts and

independence

Our annual performance review process provides

the Board and the Committees with an

opportunity to consider and reflect on the quality

and effectiveness of their decision making and for

each director to consider their own contribution

and performance. This year, the review was

externally facilitated by Lintstock, an independent

advisory firm that does not provide any other

services to, or have any connection with the

Company. To support its assessment of Board

composition and succession planning, the

Committee reviewed and refreshed the Board

skills matrix during 2025. The matrix provides an

overview of the Board’s collective capabilities and

highlights the areas of experience most relevant

to the Group’s long term strategy, operating

environment and risk profile. It is used by the

Committee to identify areas of strength,

opportunities for further development and any

capability gaps that may inform future

recruitment plans.

The Committee is satisfied that the Board’s

skillsand experience remain appropriate for

overseeing the Group’s strategic priorities.

Feedback from the annual performance review

also confirmed that the Committee continues

tooperate effectively. The review identified areas

for continued focus during 2026, including

strengthening the talent pipeline and maintaining

close oversight of Board and senior leadership

succession to ensure ongoing alignment between

Board and senior leadership composition and the

Group’s long term strategic priorities. These areas

are reflected in the Committee’s key priorities

for2026 on page 93.

The Committee undertook its annual review

ofdirectors’ conflict authorisations as recorded

inthe Conflicts of Interest Register. The register,

which is maintained by the Company Secretary,

records all actual or potential conflict situations

disclosed by directors in accordance with their

statutory duties under the Companies Act 2006.

The Committee was satisfied that all disclosed

situations had been appropriately recorded

andthat no matters arose during the year which

would prevent any director from discharging their

duties independently and in the best interests

ofthe Company.

The Committee assesses the independence of

each non-executive director in accordance with

the relevant provisions of the Code. Following its

review for 2025, the Committee is satisfied that

allnon-executive directors meet the criteria for

independence, and that the Chairman met the

independence criteria on appointment, as

required by the Code.

The Committee and the Board are mindful of the

independence provisions of the Code, which state

that serving on the Board for more than nine

years from the date of first appointment may

impair or appear to impair a non-executive

director’s independence. However, tenure is only

one element of the broader assessment of

independence.

In considering the continued independence of

Stephan Nanninga, who will complete his third

three year term on 30 April 2026, the Committee

and the Board reviewed his ongoing contribution

to Board discussions. In particular, the directors

noted the valuable insight and deep knowledge of

the business that Stephan brings, which enable

him to provide robust and constructive challenge

to management. The continuity he offers is also

considered beneficial in the context of the recent

appointment of two new directors to the Board.

Through the Nomination Committee, the Board

remains focused on ensuring the orderly

succession of non-executive directors and

intends to commence the succession planning

process for Stephan in due course, with the

expectation that he will step down at the 2027

AGM. Following a rigorous review by the

Nomination Committee, and as part of the wider

Board evaluation process, the Committee

concluded that Stephan continues to

demonstrate independent judgement, performs

his role effectively and shows full commitment to

his responsibilities. Accordingly, on the

Committee’s recommendation, the Board has

approved the proposal that Stephan be re-

appointed as a director for a further 12 months

following the expiry of his current term, subject

tohis re-appointment by shareholders at the

forthcoming AGM on 22 April 2026.

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.

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.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

NOMINATION COMMITTEE REPORT continued

Each of the directors is considered to have a breadth of strategic, management and financial experience gained in each of their own fields in a range of multinational businesses. TheBoard also has

access to the services of the General Counsel, who is a qualified solicitor. Additional skills are summarised below:

Skills held

Frank

van Zanten

Richard

Howes

Peter

Ventress

Stephan

Nanninga

Vin Murria

OBE

Pam

Kirby

Jacky

Simmonds

Julia

Wilson

Daniela

Barone Soares

OBE

Core industry experience

Digital/cyber security

International

Sustainability

Mergers and acquisitions

Strategy

Remuneration/people

Finance

Experience in region

North America

Continental Europe

UK & Ireland

Rest of the World (LATAM)

Rest of the World (APAC)

SKILLS AND EXPERIENCE TO SUPPORT OUR SUCCESS

OUR BOARD AT A GLANCE

Board composition

(incl. Chairman)

(as at 31 December 2025)

Executive 2

Non-executive 7

Independence ofdirectors

(excl. Chairman)

(as at 31 December 2025)

Independent 6

Non-independent 2

Board gender

(as at 31 December 2025)

Male 4

Female 5

Ethnic diversity

(as at 31 December 2025)

Director from minority

ethnic group 2

Other 7

Bunzl plc Annual Report 2025

Introduction from Julia Wilson

This is my first Audit Committee report for the

year ended 31 December 2025 following my

appointment as Committee Chair in April 2025,

and I would like to express thanks to my

predecessor, Lloyd Pitchford, in handing over

therole.

The purpose of this report is to provide a clear

overview of the Committee’s remit and activities,

demonstrating how we have effectively

discharged our responsibilities during the year,

with a focus on priority areas identified in last

year’s Committee performance review. Bunzl’s

governance framework continues to be

underpinned by transparent reporting, robust

systems of risk management and internal control,

and strong, data-driven assurance. Within this

framework, the Committee plays a central role

inmonitoring the integrity of the Company’s

financial and non-financial reporting, overseeing

the design, operation and continual improvement

of risk management and internal control systems,

and assessing the independence and

effectiveness of both the internal audit function

and the external audit process.

During 2025, the Committee placed particular

emphasis on overseeing management’s efforts

toenhance the identification, testing and

monitoring of material financial and operational

controls, particularly in the context of the

challenges experienced in our North American

Distribution business, and against a backdrop of

increasing external uncertainties for geopolitical

and technological change. As part of this work,

the Committee evaluated the results of an

external balance sheet review of the business,

which identified several process-enhancement

opportunities. The Committee supported

management in progressing these improvements

to strengthen financial governance and reduce

future risk. This work strengthens the Group’s

control environment which, together with Bunzl’s

strong culture of accountability, integrity and

openness, forms an important foundation for

safeguarding stakeholder interests and

supporting long term resilience.

Preparation for compliance with

Provision 29 of the UK Corporate

Governance Code 2024

(the ‘2024 Code’)

During the year, the Committee operated in

accordance with the Financial Reporting Council’s

(‘FRC’) Minimum Standard: Audit Committees and

the External Audit (the ‘Minimum Standard’) and

the 2024 Code, save for Provision 29, where the

Company has complied with its equivalent from

the 2018 version of the Code.

The Committee devoted considerable time in

2025 to preparing for the changes introduced

under revised Provision 29 of the 2024 Code,

which is applicable from 1 January 2026. These

changes relate primarily to the requirement for

boards to make a declaration on the effectiveness

of their respective company’s material controls

asat the balance sheet date.

The Committee reviewed and amended its terms

of reference to expand its remit to cover material

controls, and also reviewed and recommended to

the Board a new Material Controls Policy,

intended to support in the identification and

monitoring of the effectiveness of material

controls. Information regarding the work

undertaken in preparation for revised Provision

29 can be found on page 103.

Further details on the Company’s compliance with

the 2024 Code and the Minimum Standard can be

found later in this report and on page 75.

“ The Committee placed particular

emphasis on overseeing management’s

efforts to enhance the identification,

testing and monitoring of material

financial and operational controls.”

AUDIT COMMITTEE REPORT

For standard committee

report pages we will use

the headshots on white

backgrounds

Julia Wilson, Chair of the Audit Committee

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

AUDIT COMMITTEE REPORT continued

Risk management and

internalcontrol

Effective systems of risk management and

internal control are fundamental to maintaining

stakeholder trust and supporting the Company’s

long term strategic objectives. These systems

operate within Bunzl’s strong risk-aware culture

and are underpinned by well-established

procedures designed to identify, assess, and

mitigate risks across the business.

Throughout the year, the Committee continued

toprovide rigorous oversight and constructive

challenge to management, to ensure that the

Group’s risk management and internal controls

framework remains robust and appropriate in

adynamic operating environment. As part of

itswork, the Committee considered and

subsequently recommended to the Board for

approval updates to the Group’s Risk

Management Policy, primarily to introduce a new

Material Controls Policy in anticipation of the

updated Provision 29.

Given the challenges within the North American

distribution business, the Committee prioritised

reviews of forecasting and performance

management as part of the material controls

work, and provided guidance on introducing a

new principal risk, “Major Change Programme

Execution”, relating to change management for

key projects.

The Committee also continued to receive

updatesin respect of the Internal Controls

Essentials programme throughout 2025, having

previously determined that it continued to evolve

in an appropriate manner with regard to the 2024

Code. The Committee also received regular

updates on fraud risk and fraud-related processes

and controls. These updates enabled the

Committee to scrutinise and provide constructive

challenge in respect of the protocols in place to

detect, assess, and respond to actual or potential

instances of fraud.

Additional information on our governance of risk

management and internal controls can be found

later in this report and in the Corporate

governance report on pages 90 and 91.

Information and cyber security

Information and cyber security remained a key

area of focus for the Committee in 2025 amid a

rapidly evolving threat landscape, including in

relation to Artificial Intelligence (‘AI’) enabled

risksand ransomware.

The Chief Information Officer and Chief

Information Security Officer provided regular

information security updates during the year

andthe Committee received targeted training

oncyber risk management and mitigation

strategies. These sessions facilitated constructive

challenge of Bunzl’s approach to cyber security

and informed valuable feedback from Committee

members on potential opportunities to further

strengthen the Company’s information security

framework and enhance Board-level

understanding of the various types of cyber risk.

During the year, the Committee considered the

results of an external information security

maturity assessment. The Committee was

pleased to see that all in-scope entities,

accounting for c.38% of revenue, exceeded the

target maturity level set in 2020, demonstrating

continued strengthening of the Group’s cyber

security capabilities.

Further information on the Group’s approach

toinformation and cyber security is provided

onpage 102.

Audit

An effective, high quality audit process underpins

confidence in the Company’s financial statements

and supports informed decision making by

stakeholders. The Committee remains committed

to maintaining these high standards through

close engagement with the internal audit function,

the external auditors, management and other key

stakeholders throughout the year.

In 2025, the Committee conducted its routine

assessments of both the effectiveness of the

internal audit function and the external audit

process. Following detailed discussion on the

outputs of these reviews, the Committee

concluded that the external audit process

relatingto the 2024 financial statements, and

theinternal audit function both remained

effective and efficient.

In addition to the assessment of effectiveness

ofthe internal audit function, the Committee also

considered and approved a 5 year internal audit

strategy designed to strengthen oversight in line

with the Group’s continued growth. As part of this

strategy, the Committee approved the

establishment of a new Internal Audit hub in Brazil

to support the growing number of businesses in

the region, thereby ensuring those operations

receive dedicated audit coverage. The Committee

also approved additional investment in the

internal audit function to support the effective

implementation of the strategy. The strategy

introduces a tiered approach to audits, applying

different levels of scope and review based on

each business’ size and risk profile to ensure that

audit activity remains appropriately targeted and

proportionate. In approving these measures, the

Committee recognised the importance of

adapting the internal audit function to the Group’s

expanding footprint and evolving risk

environment. The Committee believes that this

tailored strategy will further enhance risk

management and internal control effectiveness

across the Group.

Further information in relation to the internal and

external audit processes and the Committee’s

reviews thereof can be found on pages 104 to 106

of this report.

Non-financial and Environmental,

Social and Governance (‘ESG’)

reporting

Recognising changing and diverging stakeholder

expectations, the Committee continued to review

the Company’s non-financial and ESG reporting

during 2025. Management provided regular

updates on the evolving reporting landscape,

andthe Committee oversaw enhancements

inmethodologies, control processes, and

management ownership of ESG data. The

Committee also discussed the role of external

assurance in strengthening confidence in key

disclosures. Additional information on the

Committee’s role in relation to ESG and

non-financial reporting and assurance is

providedonpage 102.

Performance evaluation

Based on the results of the 2025 performance

review, the Board continues to consider the

Committee to be thorough and effective in

fulfilling its responsibilities. More information

concerning the review process can be found in

the Corporate governance report on page 89 and

the priorities arising from the 2025 review are

summarised on page 99.

Additional detail on the Committee’s activities

during 2025 and the key areas of focus in 2026

can be found later in this report. The Committee

will continue to keep its remit and activities under

review to ensure they remain appropriate and

aligned with the needs of the business and its

regulatory environment.

Stakeholder engagement

As the Chair of the Committee, I seek to engage

with Bunzl’s stakeholders in order to obtain their

feedback and discuss any concerns that they may

have regarding the Committee’s operations and

oversight. I shall also be attending the Company’s

forthcoming AGM to answer any questions that

shareholders may have. Further information

concerning stakeholder engagement can be

found on pages 60 to 63.

Julia Wilson

Chair of the Audit Committee

2 March 2026

Bunzl plc Annual Report 2025

AUDIT COMMITTEE REPORT continued

Composition and experience

The Committee comprises all of the independent

non-executive directors, who were appointed

tothe Committee by the Board following

recommendations by the Nomination Committee.

The Secretary to the Committee is the Company

Secretary.

All members contribute to the work of the

Committee and bring an appropriate balance of

financial, risk management, commercial acumen

and experience in multinational organisations,

combined with a good understanding of the

Company’s business and are therefore considered

by the Board to be collectively competent in the

sector in which the Company operates.

Having recently served as the Group Finance

Director of 3i Group plc for 14 years, as well as

serving as Chair of the Audit Committee of

Barclays plc, the Chair of the Committee, Julia

Wilson, is considered by the Board to have recent

and relevant financial experience. The Committee

members are of an independent mindset and

bring a diversity of perspectives, knowledge and

experience to the Committee’s deliberations,

which in turn ensures that the Committee is able

to provide an appropriate amount of scrutiny,

challenge and support to management.

Independent thinking is an essential aspect of the

Committee’s role and is crucial in assessing the

work of management and the assurance provided

by the internal audit function and the external

auditors. Further information concerning the

directors’ skills and experience can be found

inthe corporate governance report on pages

76and77 and in the Nomination Committee

report on page 96.

Audit Committee meetings

The table below sets out the Committee’s

composition and its members’ attendance at

thefour scheduled Committee meetings held

during 2025.

Meetings attended

Julia Wilson 4/4

Stephan Nanninga

4/4

Vin Murria

4/4

Pam Kirby

4/4

Jacky Simmonds

4/4

Daniela Barone Soares

4/4

Lloyd Pitchford**

1/1

* While the Company Chairman and the executive directors

are not members of the Committee, they normally attend

Committee meetings by invitation, together with the Head

ofInternal Audit and Risk, the Group Financial Controller, the

Group General Counsel, representatives from the external

auditors and other members of the Group finance team

asrequired.

** Lloyd Pitchford resigned as a director on 23 April 2025

andattended all of the Committee meetings held between

1January 2025 and that date.

Key areas of focus in 2026

In addition to the regular cycle of matters that the

Committee schedules for consideration each year,

it will also focus on the following areas:

• Monitoring the Company’s readiness for

compliance with the material controls

declaration introduced by Provision 29 of the

2024 Code, which will be effective for financial

years beginning on or after 1 January 2026

• Continuing to regularly review key risks,

especially those concerning cyber security

• Reviewing the internal controls and risk

management framework and its

implementation across the Group, with

particular attention paid to financial controls

• Overseeing non-financial and ESG reporting

and assurance, in particular the Corporate

Sustainability Reporting Directive (‘CSRD’)

froma group wide perspective

Role and support during 2025

The role of the Audit Committee is to act

independently of management to safeguard

theinterests of stakeholders in relation to the

Company’s financial and narrative reporting and

internal controls arrangements. A fundamental

part of this role is ensuring that the Company has

effective governance over the Group’s financial

and non-financial reporting, including the

adequacy of related disclosures, the performance

of the internal audit function, the effectiveness of

the external audit process and the management

of the Group’s risk management and internal

controls framework and related compliance

activities.

In the performance of its duties, the Committee

has independent access to the services of the

Company’s internal audit function and to the

external auditors and may obtain outside

professional advice as necessary.

The Committee’s terms of reference, which were

reviewed and updated in 2025, are available on

the Company’s website, www.bunzl.com.

Meetings and activities

Committee meetings are generally scheduled

close to Board meetings in order to facilitate

aneffective and timely reporting process.

The Committee has a structured, rolling,

forward-looking planner which is developed with

the Company Secretary and is designed to both

ensure that the Committee’s responsibilities are

discharged in full during the year, and to facilitate

more in-depth reviews of those topics which are

of particular importance or pertinence. Items on

the agenda are set with consideration of

regulatory requirements, the Company’s

reporting timetable and after considering key

issues identified by the Chief Financial Officer

(‘CFO’), management, the Head of Internal Audit

and Risk and the external auditors. The forward

agenda planner is reviewed regularly and

adapted, where necessary, to ensure that it meets

the changing needs of the business.

The Chair of the Committee holds preparatory

discussions with the Company’s senior

management, the Head of Internal Audit and Risk

and the external auditors prior to Committee

meetings to discuss the items to be considered

atthe meetings. The Committee Chair also meets

with Committee members throughout the year

toobtain their feedback on the areas of

Committee focus. Separate discussions are held

periodically during Committee meetings between

the Committee and the Head of Internal Audit and

Risk and the external auditors without

management present.

Following each Committee meeting, any

significant findings are reported to the Board

andcopies of the minutes of the Committee

meetings are circulated to all directors and to

theexternal auditors.

The Committee Chair attends the AGM to respond

to any shareholder questions that might be raised

concerning the Committee’s activities.

A summary of the Committee’s key activities in

2025 can be found on page 100. The Committee

will continue to keep its activities under review

and adapt them wherever necessary in

anticipation of, and in response to, developments

within the business and changes in the financial

reporting, regulatory and governance landscape.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

AUDIT COMMITTEE REPORT continued

AUDIT COMMITTEE MEETINGS AND ACTIVITIES IN 2025

FINANCIAL AND NON-FINANCIAL REPORTING

• Receiving and, where appropriate,

challenging reports from management

and the external auditors in relation to the

key financial and accounting transactions,

judgements and estimates

• Reviewing the half year financial report

and the annual financial statements

andthe formal announcements relating

thereto

• Considering the appropriateness of

disclosures made in the half year financial

report and annual financial statements

• Reviewing non-financial reporting

measures, including non-financial key

performance indicators (‘KPIs’), for

inclusion in the Annual Report

• Reviewing the results of an external

balance sheet review of the North America

Distribution business

• Reviewing the effectiveness of the

Company’s risk management and

internalcontrols framework, including

consideration of the Company’s

materialcontrols

• Reviewing and recommending to the

Board for approval the Company’s

Material Controls Policy and updates

tothe Risk Management Policy

• Reviewing the assurance procedures

relating to risk management systems

• Considering ESG and non-financial

reporting and assurance

• Reviewing the Company’s annual controls

self-assessment and fraud processes and

related controls framework

• Reviewing the Company’s principal tax

risks and the steps taken to manage

suchrisks

• Considering updates from the Group

Financial Controller on the Internal

Controls Essentials programme and

fraudupdates

• Receiving updates from the Head of

Internal Audit and Risk on the Information

Security Assurance Audit Plan and

associated audit results, including

progress on data privacy across various

regions, and the Group’s risk-based

security framework

• Receiving updates on the Group’s

Information Security Policy and activities

in 2025, including incidents encountered,

threat monitoring, control priorities, focus

areas and KPIs

• Information Security training sessions at

every Committee meeting, focusing on the

Company’s key risks, defences and actions

• Reviewing the effectiveness of both the

external auditors and the internal audit

function following completion of detailed

questionnaires by both the Board and

senior management within the Company

• Making recommendations to the Board

concerning the re-appointment of the

external auditors

• Approving the remuneration and terms

ofengagement of the auditors, including

the audit strategy

• Reviewing and approving the policy for the

provision of non-audit services by the

external auditors

• Reviewing and approving the level and

nature of non-audit work which the

external auditors performed during the

year, including the fees paid for such work,

and the planning process for the current

financial year

• Reviewing and approving the internal

auditwork programme for the coming

year, including a new internal audit

strategy and high level programme for

thenext three years

• Receiving and considering reports from

the Head of Internal Audit and Risk

concerning the work undertaken by the

internal audit function, including in

relation to the function’s ongoing quality

assurance and improvement programme

• Reviewing and approving the Company’s

internal audit charter

• Reviewing the Committee’s effectiveness

following an externally facilitated

performance review

• Reviewing the Committee’s terms of

reference

• Reviewing and approving the Group’s tax

strategy for the 2025 financial year

• Considering incoming regulatory reforms,

including updates on compliance with the

2024 Code

• Receiving training on proposed regulatory

and governance changes, corporate

reporting and accounting

RISK MANAGEMENT, INTERNAL

CONTROLS AND FRAUD RISK

AUDIT MATTERS

GOVERNANCE AND OTHER

Financial statements and significant

accounting matters

During the year and prior to publication of the

Group’s 2025 results, the Committee spent

considerable time reviewing the 2025 half year

financial report and related news release, the

2025 Annual Report and Accounts and associated

news release, and the external auditors’ reports

on their half-year review and full-year audit. The

Committee also reviewed trading updates issued

during the year. The Chair maintained regular

dialogue with the Chief Financial Officer, as

appropriate, to ensure effective oversight and

robust challenge in relation to financial controls

and risk management, and to keep the Committee

informed of any significant developments.

Management was challenged, where appropriate,

on matters such as the appropriateness of

accounting policies, critical accounting

judgements and key accounting estimates. The

appropriateness of the Group’s external reporting

framework and use of alternative performance

measures (‘APMs’) were also assessed, with the

Committee concluding that it is satisfied that

theAPMs reviewed are consistent with market

practice, and that disclosure and reconciliation to

statutory measures is appropriate. In conjunction

with the Board, the Committee reviewed the

financial modelling and stress testing conducted

for the going concern assessment, as well as

theviability assessment process undertaken in

support of the long term viability statement. The

Committee also challenged the assumptions and

scenarios, noting the effect they would have

during the viability period, further details of which

can be found on page 73.

Bunzl plc Annual Report 2025

100

AUDIT COMMITTEE REPORT continued

MATTER REVIEW AND CONCLUSION

Accounting for

business

combinations

For business combinations, the Group has a long-standing process for the identification of the fair values of the assets acquired

andliabilities assumed, including separate identification of intangible assets using external valuation specialists where considered

appropriate. The Committee reviewed this process and discussed with management and the external auditors the methodology

andassumptions used to value the assets and liabilities of the acquisitions completed in 2025. The Committee concluded that it

wassatisfied with management’s valuations of these assets and liabilities, including the degree to which such valuations were

supported by professional advice from external advisers.

For business combinations where less than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes

put and call options over the remaining share capital of the subsidiary, the Group has an established process to assess whether

anon-controlling interest should be recognised. There were two such business combinations during the year. The Committee

reviewed the Group’s assessment of these two business combinations, noting that no non-controlling interest had been recognised.

The Committee concurred with management’s conclusion that the risks and rewards associated with the options to purchase the

remaining shares had transferred to the Group on each acquisition.

The structure of business combinations includes deferred and contingent consideration. The amounts for deferred and contingent

consideration, principally relating to earn outs and options over non-controlling interests, are estimated by calculating the present

value of the future expected cash flows which is dependent on management’s estimates in respect of the forecasting of future cash

flows in particular the expected profitability. The Committee noted that as at 31 December 2025, the Group carried a liability for

deferred consideration of £225.7m, a reduction of £32.5m driven by adjustments to previously estimated earn-outs and put options

of £45.5m and deferred consideration and retention payments of £43.8m, partly offset by charges relating to the retention of former

owners of £40.9m.

The carrying

value of

goodwill,

customer and

supplier

relationships

and brands

intangible

assets

Goodwill is allocated to cash generating units (‘CGUs’) and is tested annually for impairment. The Committee critically reviewed

anddiscussed management’s report on the impairment testing of the carrying value of goodwill of each of the Group’s CGUs.

TheCommittee also critically reviewed and discussed management’s consideration of the impairment risk relating to customer and

supplier relationships, brands and technology intangible assets. In both regards, the Committee considered the sensitivity of the

outcome of impairment testing to the use of different assumptions and considered the external auditors’ testing thereof.

The Committee noted that an impairment charge of £10.7m had been recognised in the year in relation to the customer relationships

intangible asset of a safety business within the Rest of Continental Europe cash generating unit in Continental Europe. After due

challenge and debate, the Committee concluded that it was satisfied with the assumptions and judgements applied in relation to the

impairment testing and agreed that there was no other impairment of goodwill or customer and supplier relationships and brands

intangible assets. Details of the key assumptions and judgements used are set out in Note 13 to the consolidated financial

statements.

Defined

benefit

pension

schemes

The Committee considered reports from management and the external auditors in relation to the valuation of the defined benefit

pension schemes and reviewed the key actuarial assumptions used in calculating the defined benefit pension liabilities, especially

inrelation to discount rates, inflation rates and mortality/life expectancy. The reasons overall for the movement in the net pension

surplus were considered and the Committee was satisfied that the assumptions used were appropriate and were supported by

independent actuarial experts.

Inventory and

receivable

provisions

The Committee considered the analysis from management detailing the provision percentages and reconciliation of the provision

balance from 31 December 2024 to 31 December 2025, and noted that the Group carried trade receivables provisions of £43.1m

and provisions for slow moving, obsolete or defective inventories and market price movements of £145.3m.

SIGNIFICANT MATTERS CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS

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 plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

101

AUDIT COMMITTEE REPORT continued

ESG and non-financial reporting and

assurance

The Committee continued to review the

Company’s non-financial and ESG reporting

during 2025, considering 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 CSRD following changes

announced during the year and the ongoing

efforts made to prepare for compliance. In this

regard, the Committee considered the Company’s

roadmap to achieve compliance with CSRD, as well

as proposed approaches to Double Materiality.

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 64 to 72

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 2025, 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.

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.

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.

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 on an

annual basis. Compliance with the internal

controls system is monitored via risk-based

testing performed as part of the Internal Controls

Essentials programme together with 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.

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 FRC, the Committee confirms

that it has assessed the Company’s risk

management and internal controls framework,

and has determined that it operated effectively

for the 2025 financial year. Where specific areas

for improvement were identified, mitigating

alternative controls and processes were in place.

Further information on risk management and

internal controls is included in the Corporate

governance report on pages 90 and 91. 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 64 to 72.

Cyber risk

Cyber security and data privacy remained key

priorities for the Committee in 2025, reflecting

the increasing complexity of the threat landscape

and the critical role of technology in the business.

Updates and training on cyber and information

security were provided at Committee meetings

bythe Group Chief Information Officer, Mark

Jordan. Training sessions held at every Committee

meeting covered a range of topics, including how

to understand, manage and reduce cyber risk,

with a particular deep dive on how boards

shouldapproach ransomware incidents.

Trainingwill continue in 2026, with a focus on

Bunzl’s cyber defence and resilience. 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 2025, none of which were

considered material and all of which were

effectively managed through the Group’s

information security programme. The Company

regularly monitors its information security KPIs

toensure a process of continual improvement

and development, and, in 2025, an external

information security maturity assessment was

undertaken to evaluate progress against the

multi-year maturity objectives set in 2020. The

findings were positive, demonstrating strong and

sustained improvements in IT security maturity

across all entities within scope. Recognising the

fast-evolving nature of cyber threats and

regulatory expectations, the Company remains

committed to further enhancing and

strengthening its cyber security programme to

ensure that its controls and capabilities remain

fitfor purpose and support the ongoing resilience

of the Group’s systems and operations.

Bunzl plc Annual Report 2025

102

AUDIT COMMITTEE REPORT continued

Preparation for compliance with

Provision 29 of the 2024 Code

The updated Provision 29, which applies to

financial years beginning on or after 1

January 2026, requires boards to make an

annual declaration in the Annual Report as

tothe effectiveness of all material controls

as at the balance sheet date. This covers

controls relating to financial and non-

financial reporting, operational activities,

and compliance. The declaration must also

include a description of any material controls

which have not operated effectively as at the

balance sheet date, the action taken, or

proposed, to improve them and any action

taken to address previously reported issues.

Throughout the year, the Committee

continued to oversee management’s

preparations to ensure readiness for

compliance with Provision 29. This work,

examples of which are set out below, has

focused on clearly defining and identifying

material controls, enhancing their design

and operation, and embedding year-round

monitoring to support robust, meaningful

reporting.

Review of the Material Controls Risk and

Control Matrix (‘RACM’)

The Committee oversaw a comprehensive

review of the RACM to assess its alignment

with the Group’s principal risks and

associated reporting processes, drawing on

internal audit testing and management

attestations. The findings were presented to

the Committee and resulted in amendments

to two controls and the addition of one new

control. The review also identified a small

number of opportunities to further

strengthen certain processes. Work with

control owners commenced in 2025 to

address these enhancements and perform

dry-run testing of control effectiveness,

supported by a focused review conducted

bythe internal audit team.

Adoption of a Material Controls Policy

The Committee considered and

recommended to the Board for approval

anew Material Controls Policy that: (i) sets

out the methodology for identifying and

managing material controls (criteria, linkage

to principal risks and disclosures); (ii) aligns

the Material Controls Policy with the existing

Risk Management Policy; and (iii) integrates

the Internal Controls Essentials programme

and similar functional frameworks to avoid

duplication and to standardise evidence

expectations.

Covering financial, operational, reporting

and compliance domains, the Material

Controls Policy also clarifies accountability

among management, risk owners and the

Committee for ongoing monitoring and the

annual review of material controls.

Governance updates

To reflect the enhanced responsibilities

introduced by Provision 29, the Committee’s

terms of reference were updated in 2025 to

explicitly reference material controls and

theassociated Board declaration. This

update has strengthened the governance

structure by clearly delegating authority

tothe Committee and expanding its remit

inrelation to risk management and internal

controls.

The Committee is satisfied that the

prepatory work undertaken during the

yearhas further strengthened the Group’s

control environment and enhanced the

visibility and oversight of material controls.

Based on the progress achieved to date,

andthe continued work planned for 2026,

the Committee is confident that the Board

will be well positioned to make the required

declaration under Provision 29 when it

becomes applicable.

CYBER: AI GOVERNANCE

As part of the Committee’s ongoing prioritisation of cyber and information security, it also

oversaw Bunzl’s approach to AI during 2025. With the Committee’s support, the Group

strengthened its AI governance through the adoption of updated policies, enhanced risk

management measures, and reinforced oversight. The Company’s AI policy defines

acceptable use and governs the use of company, supplier, and customer data within external

Generative AI tools. In addition, a Data Security & AI Risk Approach was implemented across

the Group to address key risks, including privacy, cyber security, regulatory compliance, and

third party AI usage.

BUNZL’S CYBER SECURITY RISK MITIGATION FRAMEWORK

Identify

Know what we have, what we do,

and what’s important

• Asset Management

• Business Environment

• Governance

• 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

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

103

AUDIT COMMITTEE REPORT continued

Internal audit

The internal audit function provides the

Committee with an important means of

monitoring the processes and actions to manage

and mitigate those risks identified as posing the

greatest threat to the Company.

The work of the internal audit function is

prioritised according to the Company’s risk profile

and its scope covers all systems and activities of

the Group. The internal audit plan is approved by

the Committee annually and is reviewed regularly

thereafter to ensure that it continues to be

appropriate and to enable the Committee to

assess how internal audit is delivering against

theplan.

The Head of Internal Audit and Risk attends

andtables reports at each scheduled Audit

Committee meeting, which ensures that the

Committee members have the opportunity to

provide real-time feedback and, where

appropriate, challenge in relation to all audit-

related matters. The internal audit reports include

details of the audit findings, the relevant

management actions required in order to address

any issues arising, as well as updates on

management’s progress in addressing any

outstanding recommendations from previously

reported findings. The reports also highlight any

significant issues relating to the processes for

controlling the activities of the Group and the

adequacy and effectiveness of such processes.

The Head of Internal Audit and Risk has direct

access to the Committee Chair, with whom a

number of meetings were held during the year

outside formal Committee meetings.

The quality and effectiveness of the internal

auditfunction’s work is monitored using a

varietyof formal and informal inputs, including

discussions with management and feedback

fromthe external auditors.

In addition, a detailed questionnaire is circulated

annually to gather feedback from a broad range

ofinternal stakeholders, including directors and

senior management at Group and business area

levels who have regular contact with the internal

audit function. In 2025, the Committee

considered the outcome of the questionnaires

and concluded that the internal audit function

continued to be effective, efficient and

appropriately resourced. The Committee will carry

out a similar effectiveness review in 2026, ahead

of an external quality assurance review in 2027.

External audit

An important part of the Committee’s work

consists of overseeing the Group’s relationship

with the external auditors,

PricewaterhouseCoopers LLP (‘PwC’). In carrying

out this responsibility, the Committee applies the

FRC’s ‘Audit Committees and the External Audit:

Minimum Standard’ (the ‘Minimum Standard’),

compliance with which is set out below.

Committee responsibilities

The Committee is responsible for ensuring

thatthe three-way relationship between the

Committee, the external auditors and the

Company’s management is appropriate and

thatthe independence, quality, rigour and

challenge of the external audit process is upheld.

The maintenance of regular dialogue between

theCommittee and the external auditors lies at

the core of this, as outlined in the table on the

next page.

The Committee also ensures that the necessary

stakeholders have an opportunity to engage in

the audit process and provides shareholders with

opportunities to engage with the Committee

Chair throughout the year. In 2025, no significant

issues or concerns were raised by shareholders in

relation to the external audit.

Further detail in respect of the Committee’s

responsibilities in relation to the external audit is

outlined on pages 105 and 106 of this report and

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

which are available on the Company’s website,

www.bunzl.com. The Committee Chair reports to

the Board in relation to how the Committee has

discharged its responsibilities with respect to the

external audit following each Committee meeting.

Tendering

A formal and competitive tender process, led by

the Committee, was undertaken in 2023 and

culminated in the re-appointment of PwC as the

Company’s external auditors for the 2024

financial year. The Committee anticipates that the

next competitive tender will be conducted no

later than 2033 in accordance with the Minimum

Standard, which requires a tender every 10 years.

Each year, the Committee considers whether

tocontinue with the Company’s current audit

engagement or to carry out a formal external

audit tender. As part of its decision making

process, the Committee considers the outcome

ofits assessment of the effectiveness of the

external auditors and the external audit process,

the key elements of which are outlined in the

table on the next page. In 2025, the Committee

was satisfied with the results of its assessment

and has again recommended to the Board that

aresolution proposing the re-appointment of

PwC as external auditors for the year ending

31December 2026 be put to shareholders at

theforthcoming AGM.

Reporting

The work of the Committee during 2025 is set

outin this report, including the significant matters

considered in relation to the financial statements

and how these were addressed, which can be

found on page 101. An explanation of the

application of the Company’s accounting policies

is provided in Note 2 to the consolidated

financialstatements.

Assessment of the external auditors and

audit process

The Committee carries out an annual assessment

of the Company’s external auditors and the audit

process. In doing so, the Committee considers the

external auditors’ independence and objectivity,

together with the effectiveness of the external

audit process.

Bunzl plc Annual Report 2025

104

AUDIT COMMITTEE REPORT continued

CONSIDERATION ASSESSMENT OUTCOME

ASSESSMENT OF THE EXTERNAL AUDITORS’ INDEPENDENCE AND OBJECTIVITY

Conflicts of interest

• The Committee takes into account the information and

assurances provided by the auditors confirming that all

itspartners and staff involved with the audit are

independent of any links to the Company

PwC confirmed during the year that all its partners and staff complied with its ethics and independence

policies and procedures which are consistent with the FRC’s Revised Ethical Standard (2024) and other

relevant regulatory and professional requirements, including that none of its employees working on

Bunzl’s audit hold any shares in Bunzl plc. PwC is required to provide an independence confirmation

letter at the completion stage of the audit, including any relationships that may reasonably be thought

to have an impact on its independence and the objectivity of the audit engagement partner and the

audit staff.

The Committee remains

satisfied that PwC’s

independence and objectivity

were not compromised by any

conflicts of interest, the

provision of non-audit services,

nor its tenure during the 2025

external audit process.

Non-audit services

• Bunzl has a detailed policy relating to the provision

ofnon-audit services by the external auditors which is

overseen by the Committee; this policy was updated in

2025 to ensure alignment with the FRC’s Revised Ethical

Standard (2024)

• Non-audit services to be performed by the auditors

areassessed on a case-by-case basis to ensure adherence

to the prevailing ethical standards and regulations

Principally, Bunzl uses other firms to provide non-audit services. However, if the provision of a service

by the Company’s auditors is permitted and adequate safeguards are in place, it is sometimes

appropriate for this additional work to be carried out by the Company’s auditors. In addition, on

occasion, the external auditors may provide non-audit services to a company that is acquired by the

Bunzl Group. In such circumstances, all services are ceased by the external auditors no more than

three months following the completion of the acquisition.

Details of the fees paid to the external auditors in 2025 in respect of the audit and for non-audit

services are set out in Note 5 to the consolidated financial statements. The fees relating to non-audit

services work in 2025 equated to 6.6% of the fees relating to audit services.

Tenure

• In accordance with the Minimum Standard and The

Statutory Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order

2014 (‘CMA Order’), the Company is required to put the

external audit contract out to tender every 10 years

• In accordance with the CMA Order, the external auditors

are required to rotate the audit partner responsible for

the Company’s audit every five years

PwC were first appointed at the Company’s external auditors in 2014 and were re-appointed following

aformal tender process in 2023. Given the continuing effectiveness of PwC in their role as external

auditors, the Committee believes it is in the best interests of shareholders for PwC to remain in role

forthe next eight years, provided their independence, objectivity and audit quality remain satisfactory.

The next competitive tender will be conducted no later than 2033, following which a new audit firm will

be appointed for the 2034 audit in line with the Minimum Standard.

The current audit partner, Simon Morley, took over the position as audit partner with effect from

24April 2024 and will hold this position until no later than the end of the external audit of the 2028

financial statements.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

105

AUDIT COMMITTEE REPORT continued

CONSIDERATION ASSESSMENT OUTCOME

ASSESSMENT OF THE EFFECTIVENESS OF THE EXTERNAL AUDIT PROCESS

Ongoing communication

• To ensure the effectiveness of the audit process

andencourage appropriate challenge, regular open

communication takes place between the Committee,

theexternal auditors and key members of senior

management

In June 2025, the Committee reviewed and approved the external auditors’ 2024 management letter

and PwC presented the Committee with its detailed audit plan for the forthcoming financial year.

Thisoutlined its audit scope, planning materiality, its assessment of key audit risks, and the steps

taken to address those risks. In assessing the adequacy of the audit plan, the Committee considered

and, where necessary, challenged the auditors on how far the scope of the audit addresses the

Board’s assessment of risks.

The Committee was provided with updates on PwC’s progress against the audit plan at subsequent

Committee meetings, providing Committee members with the opportunity to ensure that any

commitments were met and to challenge management and PwC, raising questions where necessary.

During the year, PwC had direct access to the Chair of the Committee, who held a number of meetings

with PwC outside formal Committee meetings. In addition, private meetings were held between the

Committee and PwC without management present to encourage open and honest feedback by both

parties on any matters they wished to raise.

To ensure continuous improvement, the Committee also considered and discussed with PwC their

own internal quality control procedures and the results of the FRC’s reviews of PwC’s audits.

Based on the results of the

Committee’s ongoing audit

monitoring throughout the year

and the feedback received, the

Committee concluded that PwC

had demonstrated appropriate

focus and challenge on the

primary areas of the audit and

had applied robust challenge

and professional scepticism

throughout the process, with

additional measures for further

enhancement encouraged.

Questionnaires

• Following the completion of the audit, those involved in

theprocess provide feedback on PwC’s performance

• This involves the completion of a questionnaire by the

Committee members, key members of senior management

and those who regularly provide input into the Committee

or have regular contact with the auditors

The questionnaire covered a total of 24 different aspects of the external audit process, grouped

under four separate headings: the robustness of the audit process; the quality of delivery; the quality

of people and service; and the quality of reporting. The responses were collated and a summary was

presented to the Committee for consideration.

Bunzl plc Annual Report 2025

106

Introduction from Peter Ventress

I am pleased to present the report of the Board

Sustainability Committee (the “Committee”) for

the year ended 31 December 2025.

Throughout the year, the Committee continued to

provide independent oversight and constructive

challenge to ensure that Bunzl’s sustainability

strategy remained aligned with stakeholder

expectations and responsive to an increasingly

complex regulatory landscape. Sustainability

remains a core element of the Group’s long term

resilience, and the Committee plays an important

role in overseeing, and where appropriate,

challenging, the work of the Group Sustainability

Committee and its sub-committees, as well as

advising the Board on priorities, targets and

emerging risks.

The Committee met three times during 2025, with

each meeting focused on a core strategic theme:

responsible sourcing, customer engagement and

climate change. This structured approach allowed

the Committee to engage in more in-depth

reviews of the Group’s progress in these areas

and consider the implications of evolving market

expectations, the findings of the Group’s recent

materiality assessments and wider developments

in the external sustainability landscape. We

received regular updates from the Head of

Sustainability, the Director of Group HR and other

senior leaders on progress against our strategic

objectives and on emerging trends shaping our

sustainability agenda.

During the year, the Committee noted the

increasing maturity of the Group’s responsible

sourcing activities, including the evolution of our

supply chain risk management processes and

ongoing enhancements to our ethical oversight

programme. We also received updates on the

Group’s customer engagement work, where

sustainability continues to strengthen Bunzl’s

commercial value proposition and support long

term customer relationships across regions. The

Committee welcomed management’s continued

efforts to deepen engagement with customers

and further articulate the ways in which

sustainability supports commercial differentiation.

Climate-related matters also remained a key area

of focus. The Committee received updates on

progress against the Group’s near-term carbon

targets, business area carbon roadmaps and the

implementation of the Group’s net zero transition

plan. We discussed the implications of evolving

global disclosure requirements and the increasing

expectations surrounding science-based targets

and supplier engagement, recognising that these

developments will shape the next phase of

Bunzl’s climate strategy.

Across all areas, the Committee maintained its

emphasis on accountability, transparency and

high-quality reporting. We oversaw the continued

development of data processes and disclosure

practices to ensure the Group remains aligned

with regulatory expectations and best practice,

and that the Board is supported by clear,

decision-useful information. The Committee

alsodiscussed longer-term sustainability-related

opportunities and risks, with a particular focus

onareas that may support the Group’s enduring

commercial resilience.

Further detail on Bunzl’s sustainability strategy

and performance can be found in the

Sustainability report on pages 42 to 57.

The Committee’s performance and effectiveness

were reviewed as part of the 2025 Board

evaluation, which confirmed the Committee’s

positive contribution and reaffirmed the

importance of maintaining a strong link between

sustainability, customer value and the Group’s

long term strategic objectives. More information

on the evaluation is provided on page 89.

Sustainability remains a dynamic and evolving

area, and the Committee will continue to

champion transparent, high-quality ESG

disclosures aligned with best practice.

Peter Ventress

Chairman and Chair of the Board

Sustainability Committee

2 March 2026

“ Sustainability remains a dynamic and

evolving area, and the Committee will

continue to champion transparent,

high-quality ESG disclosures aligned

with best practice.”

BOARD SUSTAINABILITY COMMITTEE REPORT

Peter Ventress, Chairman and Chair of the Board Sustainability Committee

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

107

BOARD SUSTAINABILITY COMMITTEE REPORT continued

Composition

During 2025, the Committee comprised the

Chairman of the Company, who chairs the

Committee, and all of the independent non-

executive directors. The Secretary to the

Committee is the Company Secretary. The Group

General Counsel, the Director of Group HR and

the Head of Sustainability are also usually invited

to attend Committee meetings and other senior

executives are invited as required.

Board Sustainability Committee

meetings

The Committee meets at least three times a year

and otherwise as required.

The table below sets out directors’ attendance

atthe three scheduled Committee meetings held

during 2025.

Meetings attended

Peter Ventress 3/3

Lloyd Pitchford*

1/1

Stephan Nanninga

3/3

Vin Murria

3/3

Pam Kirby

3/3

Jacky Simmonds

3/3

Daniela Barone Soares

3/3

Julia Wilson

3/3

* Lloyd Pitchford resigned as a director on 23 April 2025

and attended all of the Committee meetings held between

1January 2025 and that date.

Principal responsibilities of the

Committee in 2025

• Assist the Board in overseeing policies and

programmes to ensure that the Company

meets objectives, targets and priorities set

outin the sustainability strategy

• Ensure that the Board is kept updated on

keysustainability matters

• Provide recommendations to the Board on

changes to Bunzl’s sustainability strategy

• Make recommendations to the Board to

mitigate any sustainability-related risks

identified by management

• Review the work of other Board level

Committees to ensure that adequate

consideration is afforded to sustainability

objectives

• Provide recommendations to the Board on

approval of any corporate communications

withmaterial sustainability content

• Assist the Board in its oversight of Bunzl’s

conduct with regard to its obligations as a

corporate citizen

The Committee’s terms of reference are available

on the Company’s website, www.bunzl.com.

Activities

• Received updates on Bunzl’s net zero

transitionplan and considered the next

stepsinrelation thereto

• Reviewed Bunzl’s approach to supplier

engagement and the progress made under

itssupplier engagement programme

• Considered progress made in respect of the

Group’s supply chain risk assessment and the

ethical auditing programme

• Discussed the Company’s performance

againstits ESG targets in 2025 and considered

the direction of travel for those targets for

2026and beyond

• Received an update on sustainability news and

incoming EU sustainability reporting legislation

• Considered performance across the business

in relation to sustainability sales activity and

climate change assessments and tools

• Considered progress made on the Group’s

‘Sustainability as Competitive Advantage’

strategy

• Received an update on regional roadmaps and

new technologies within the businesses, such

as large electric vehicles

• Recommended the Board and Committee

Diversity Policy and the Group Inclusion and

Belonging Policy to the Board for approval

• Recommended the 2025 Modern Slavery

Statement to the Board for approval

Bunzl plc Annual Report 2025

108

BOARD SUSTAINABILITY COMMITTEE REPORT continued

Board insight intosustainability

progress atNisbets

As part of the Board and Board Sustainability

Committee’s October meetings, directors

visited Nisbets’ National Catering Equipment

Centre, where Nisbets’ Group Director –

Category, Own Brands, Global Sourcing

andESG provided an overview of the

business’s established ESG programme.

Thepresentation highlighted a wide range

ofinitiatives, including energy-efficiency

measures across warehouses, solar

generation across major sites, plastic-

reduction programmes, strengthened

responsible sourcing practices, and

enhanced colleague engagement activities,

such as the ‘Nisbets in the Community’

programme.

Directors also reviewed Nisbets’ approach to

supporting customers through sustainable

product innovation and packaging changes,

as well as its active participation in ethical-

trading frameworks and its programme of

supplier audits. The Committee welcomed

the clarity and progress demonstrated

across Nisbets’ four ESG pillars and

recognised the alignment with the Group’s

wider sustainability strategy.

This engagement formed an important part

of the Committee’s ongoing oversight,

providing direct insight into how

sustainability practices are being embedded

within Bunzl’s businesses and informing the

Committee’s stewardship of the Group’s long

term sustainability priorities.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

109

“ A more challenging year in some

ofBunzl’s major markets led directly

to lower outturns for the Executive

Directors for 2025. In 2026 we will

commence the review of our

Remuneration Policy with the

objective of supporting the next

phase of Bunzl’s growth.”

DIRECTORS’ REMUNERATION REPORT

Introduction from Jacky Simmonds

I am pleased to present the Directors’

remuneration report for the year ended

31December 2025. This is the second year

oftheapplication of the policy approved by

shareholders in April 2024, and we have already

started to prepare our thinking for a review of this

policy in 2026 in advance of the next approval.

2025 has proved to be a challenging year for the

Group, particularly in major markets, and this has

been reflected in significantly lower outturns from

the Annual Bonus, which predominantly linked to

financial performance. Despite these headwinds,

it has been positive to see progress on the three

long-term strategic priorities of Digital,

Sustainability and Talent.

Context of remuneration

Bunzl’s performance in 2025 was strongly

impacted by operational issues in our largest

business in North America, as a result of an

organisational change which resulted in lost

business with certain customers that was not

offset by momentum elsewhere. This

meaningfully impacted the Group’s profit

performance in the year and was compounded

further by global macroeconomic uncertainty

related to tariffs. These negatively affected

business and consumer sentiment and pressured

certain of Bunzl’s larger end markets. Pricing

pressures also persisted in certain cleaning and

hygiene businesses, reflecting deflation and

post-pandemic normalisation. Throughout the

year, the Group has been very focused on taking

actions to improve performance and,

encouragingly, the impact of these actions

supported an improved performance in the

second half compared to the first half, meaning

that the Group achieved the profit guidance it set

out in April 2025. The business saw good

momentum towards the end of the year, with

business wins supporting a return to underlying

revenue growth, and a moderation in the rate of

operating margin decline.

Inevitably, however, the impact of a weaker first

half performance was seen in the assessment of

the financial targets, and the threshold Earnings

per share (‘eps’) and Return on Average Operating

Capital (‘RAOC’) required for the payment of these

elements of bonus were not achieved. However, a

disciplined approach to cash management across

the year led to a modest payout for the Operating

Cashflow element of the bonus.

Despite the market and operational challenges,

we were still able to make significant progress

with our strategic objectives. Good progress has

been made with the digitisation of transactions

and some exciting AI applications are starting

togain real traction. We have delivered our

long-term supplier audit target of having 90% of

our spend from high-risk countries coming from

assessed and compliant suppliers, and customer

engagement around sustainable alternative

products has been strong. There has been a

lower investment in acquisitions following a

record year in 2024, but we were delighted to

welcome eight new businesses to the Group.

Performance and reward for 2025

I can comfirm that the Policy operated as

intended in terms of quantum and performance

in 2025.

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. The on-target performance level for

the financial elements of the bonus for 2025 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.

Jacky Simmonds, Chair of the Remuneration Committee

Bunzl plc Annual Report 2025

110

DIRECTORS’ REMUNERATION REPORT continued

The Committee’s evaluation of the annual bonus

targets, in the context of the performance

challenges outlined above, resulted in a payment

of 35% of maximum for Frank van Zanten and

37% of maximum for Richard Howes. No

discretion was applied to adjust the financial

outcomes, as overall payments reflected business

performance. The Committee is aware of the fall

in share price over the year but believes the below

target annual bonus outcome is reflective of the

general performance of the Company when taking

into account the wider stakeholder experience

and the progress made by executives on broader

strategic objectives. In line with the Policy, 50% of

the annual bonuses will be delivered in shares,

subject to a three-year deferral period.

Long Term Incentives

The Restricted Share Awards (‘RSAs’) were

granted on 1 March 2023, immediately after the

publication of the results for the year ended 31

December 2022. These vested on 1 March 2026

based on satisfaction of a performance underpin

as measured over a three-year period to 31

December 2025. The Committee reviewed the

wide range of financial and non-financial metrics

in the underpin with particular scrutiny this year

recognising the challenges of 2025, which

represented just one year of the three-year

performance period. 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

Having considered these factors in the round, the

Committee concluded that the financial and

non-financial fundamentals of the Business

remain sound. As detailed above, there have been

some challenges in 2025 but the management

team were swift to address these and the H2

performance was improved. Importantly the

financial performance of 2025 was not lower than

that of 2022, and the longer-term trend since

2019 remains positive. No material risk, control

orregulatory issues were identified. The

Committee also noted that the underlying value of

the awards has been impacted by share price

performance, aligning outcomes for the directors

with the shareholder experience.

Therefore, I can confirm that the Committee has

determined that these awards should vest in full.

More detail can be found on page 118. Once

vested the awards remain subject to a two year

holding period as well as malus and clawback

provisions.

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 9,400

employees across the Group will receive a bonus

based on 2025 performance. As required 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

2026 financial year

Base salary

The base salaries for the executive directors,

Frank van Zanten and Richard Howes, have been

increased by 2.5%, effective from 1 January 2026.

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 2.5% to

4.5% excluding currency adjustments.

Annual bonus

As per the policy approved in 2024, the on-target

bonus opportunity for the 2026 financial year is

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. For 2026, recognising

shareholder focus, the Committee has

determined that a greater weighting should be

attached to them, increasing it from 70% to 85%

of the total bonus opportunity. The remaining

15% will be linked to clearly-defined strategic

non-financial goals aligned with the Group’s

priorities. 50% of any bonus awarded will be

deferred into shares for aperiod of three years.

Long Term Incentives

The Committee expects to make grants of

Restricted Shares to the executive directors and

other participants as per the terms of the current

policy. For the CEO, these shares will be

equivalent to 175% of salary, and for the CFO

125% of salary. These will vest in 2029, subject to

continued employment and the assessment of

performance against the underpin. The

Committee noted that the share price at grant is

likely to be significantly lower than the grant price

for the 2025 awards. It will assess the

appropriateness of vesting outcomes, including

any potential for “windfall gains” at the point of

vesting. As usual, it will also review all aspects of

the underpin and apply overall judgement. The

Committee has the discretion to scale back

awards if it concludes there is material

underperformance and vested awards will be

subject to a two-year holding period.

Priorities for 2026

The Committee continues to monitor

developments in the executive pay landscape,

both in the UK and internationally, recognising

Bunzl’s global footprint and the importance of

remaining competitive while maintaining strong

alignment with performance and shareholder

value creation. It also recognises, and welcomes,

the more pragmatic and performance-focused

approach being taken by key bodies such as The

Investment Association. As we embark on

reviewing our policy, I am looking forward to

capturing the views of our investors.

Conclusions

While 2025 presented significant challenges,

these have not derailed progress against the

Group’s long-term strategy. The Committee

remains focused on ensuring that remuneration

continues to support sustainable performance,

disciplined execution and long-term value

creation as we prepare for the next phase

ofgrowth.

Although there has been no specific engagement

on executive remuneration this year, 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. I look forward to further engagement

in 2026 on our policy proposals.

In the following pages you will find details of:

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

remuneration for 2025;

• the annual report on directors’ remuneration

for 2025, including how we will apply the

remuneration policy in 2026;and

• the remuneration policy in place for 2026, 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

2 March 2026

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

111

The responsibilities and operation

ofthe Committee

Composition, role and remit

The Committee comprises all of the independent

non-executive directors of the Company. While

neither the Chairman nor the Chief Executive

Officer are members of the Committee, they

attend meetings by invitation. The Director of

Group Human Resources also attends meetings.

The Committee’s terms of reference, which were

reviewed by both the Committee and the Board

in2025, are available on the Company’s website,

www.bunzl.com.

No director plays any part in determining his

orher remuneration. During the year ended

31December 2025, both the Chief Executive

Officer and the Chairman were consulted and

invited to attend meetings of the Committee

butwere not present during any part of the

meeting when their own remuneration was

underconsideration.

The independent non-executive directors who

were members of the Committee during 2025

arelisted opposite.

The primary role of the Committee is to

determine the framework and broad policy for

the remuneration of the Chairman, the executive

directors of the Board and the senior

management group directly below Board level.

The Committee proposes the directors’

remuneration policy for shareholder approval

atleast every three years. It also governs the

implementation of the policy, ensuring that the

remuneration of the executive directors and

senior management supports the sustainable

performance of the business and that it is aligned

with the Company’s shareholders’ interests. The

Committee considers market practice,

shareholders’ views and the Group’s broader

remuneration arrangements when setting the

Group’s performance-related incentives and

ensures compliance with UK corporate

governance good practice.

The key responsibilities of the Committee

in2025 included:

• ensuring that executive directors and senior

executives are properly incentivised to attract,

retain and fairly reward them for their individual

contribution to the Company, having due

regard to the policies and practices applied to

the rest of the employees within the Group;

• determining the framework and broad policy

for the remuneration of the Chairman and the

executive directors of the Board;

• monitoring the external pay landscape,

recognising that the Group is a global business

with a significant proportion of revenue

generated in North America;

• ensuring that remuneration is aligned with and

supports the Company’s strategy and

performance, having due regard to the

interests of the shareholders and to the

financial and commercial health of the

Company, while at the same time not

encouraging undue risk taking;

• communicating and discussing any

remuneration issues with the Company’s

stakeholders as and when appropriate;

• setting and reviewing the executive directors’

remuneration and benefits including, but not

limited to, base salary, bonus, long term

incentive plans and retirement benefits;

• ensuring that all remuneration paid to the

executive directors is in accordance with the

Company’s previously approved remuneration

policy;

• ensuring all contractual terms on termination,

and any payments made, are fair to the

individual and the Company;

• monitoring the policies and practices applied in

respect of the remuneration of senior

executives directly below Board level and

making recommendations as appropriate;

• overseeing the Company’s long term incentive

plans for all employees; and

DIRECTORS’ REMUNERATION REPORT continued

• ensuring that provisions relating to disclosure

ofremuneration as set out in the relevant

legislation, the Financial Conduct Authority’s

Listing Rules and the Code are fulfilled.

Committee membership

Date of appointment

to the Committee

Jacky Simmonds 1 March 2023

Lloyd Pitchford* 1 March 2017

Stephan Nanninga 1 May 2017

Vin Murria 1 June 2020

Pam Kirby 1 August 2022

Daniela Barone Soares 16 December 2024

Julia Wilson 16 December 2024

* Lloyd Pitchford stepped down as a director at the AGM in

April2025

Meetings

eligible to

attend

Meetings

attended

Jacky Simmonds 3 3/3

Lloyd Pitchford* 1

1/3

Stephan Nanninga 3

3/3

Vin Murria 3

3/3

Pam Kirby 3

3/3

Daniela Barone Soares 3

3/3

Julia Wilson 3

3/3

* Lloyd Pitchford stepped down as a director at the AGM in

April2025

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110to124.

Bunzl plc Annual Report 2025

112

Total opportunity Result

DIRECTORS’ REMUNERATION REPORT continued

2. ALIGNMENT OF PERFORMANCE AND REMUNERATION 2025

Annual bonus

To motivate and reward the achievement of the Company’s strategic and operational objectives

Eps

Linked financial KPI: eps

30%

RAOC

Linked financial KPI: RAOC

15%

Operating cash flow

Linked financial KPI: cash conversion

25%

Non-financial strategic goals

Payable to the executive directors in relation

to agreed non-financial strategic goals

Frank van Zanten

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%

3. SUMMARY OF EXECUTIVE DIRECTORS’ REMUNERATION IN 2025

4. HIGHLIGHTS OF WIDER WORKFORCE REMUNERATION IN 2025

542

leaders across the

Group receive share

awards as part of

their remuneration

c.14,750

people benefit

fromthe opportunity

to participate in

all-employee

shareplans

c.12,900

people have an

element of

performance related

pay in their

remuneration with

73% receiving a

bonus

Chief Executive Officer

Frank van Zanten (£000)

Salary + beneﬁts + pension Bonus RSA

2024 2025 Max

1,340.6

738.9

1,010.0

1,337.0

1,825.5

1,380.5

1,340.6

2,111.0

1,010.0

723.9

1,055.3

724.2

738.2

444.4

525.4

738.2

1,201.4

525.4

Chief Financial Officer

Richard Howes (£000)

1. ELEMENTS OF

REMUNERATION

FOR OUR EXECUTIVE

DIRECTORS

Salary

Pension and

other benefits

Bonus:

Cash

Deferred

bonus shares

typically vest after

three years

Restricted

Share Awards

(‘RSAs’)

vest after

three years

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

2025 Remuneration at a glance

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

113

Annual report on directors’ remuneration

This report sets out the elements of remuneration paid to, or earned by, the directors in respect of the financial year 2025.

Single total figure of remuneration 2025 (audited information)

Executive directors

Salary

£000

Taxable benefits

£000

Pension

£000

Bonus

£000

RSA

£000

Total

£000

Sub-total of

fixed pay

£000

Sub-total of

variable pay

£000

2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2025

Frank van Zanten 1,055.5 1,034.9 232.3 250.4 52.8 51.7 738.9 1,825.5 1,010.0 1,380.5 3,089.5 4,543.0 1,340.6 1,748.9

Richard Howes 686.5 673.0 17.4 17.2 34.3 33.7 444.4 1,055.3 525.4 724.2 1,708.0 2,503.4 738.2 969.8

Total 1,742.0 1,707.9 249.7 267.6 87.1 85.4 1,183.3 2,880.8 1,535.4 2,104.7 4,797.5 7,046.4 2,078.8 2,718.7

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 2024 deferred bonus were granted in 2025 as shown in the table on page 119 and the awards of options relating to the 2025 bonus will be granted in 2026.

b) The annual bonus for 2025 was determined according to a formulaic calculation in respect of adjusted eps, RAOC and operating cash flow measures, while the Committee used its judgement to assess performance of individual objectives (20% of the bonus) and ESG

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 2024 RSA figure has been restated. The share price used to calculate the value of the 2022 RSA awards which vested in 2025 has been updated to reflect the mid-market share price on the vesting date of 4 March 2025 (3,036p). In last year’s report, an estimated vesting

price was used based on the three-month average share price to 31 December 2024 (3,480p).

e) Due to the decrease in the share price, the total long term incentive figures have decreased by £233,767 for Frank van Zanten and by £71,088 for Richard Howes in 2025. The 2025 RSA figure is based on the 2023 Restricted Share Awards which vested at 100% on 1 March

2026. The value is estimated based on the average share price of 2,251p between 1 October 2025 and 31 December 2025. The 2025 RSA figure will be updated in the 2026 Directors’ Remuneration Report to reflect the actual closing mid-market share price on 2 March 2026,

the first working day after the vesting date of 1 March 2026.

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

Non-executive directors

Board fees

£000

Committee Chair/

SID fees

£000

Taxable payments/

expenses

£000

Total

£000

2025 2024 2025 2024 2025 2024 2025 2024

Peter Ventress – Chairman 427.5 419.0 – – 0.5 0.3 428.0 419.3

Vanda Murray – 26.0 – 14.3 – 0.4 – 40.7

Lloyd Pitchford 26.2 81.5 7.6 23.0 – 0.9 33.8 105.4

Stephan Nanninga 83.0 81.5 – – 19.0 6.4 102.0 87.9

Vin Murria 83.0 81.5 – – 3.3 3.0 86.3 84.5

Pam Kirby 83.0 81.5 21.8 14.9 0.1 0.2 104.9 96.6

Jacky Simmonds 83.0 81.5 24.0 15.8 4.0 2.0 111.0 99.3

Daniela Barone Soares 83.0 3.8 – – 3.3 – 86.3 3.8

Julia Wilson 83.0 3.8 16.5 – 1.8 – 101.3 3.8

Total 951.7 860.1 69.9 68.0 32.0 13.2 1,053.6 941.3

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) Lloyd Pitchford stepped down from the Board on 23 April 2025.

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

DIRECTORS’ REMUNERATION REPORT continued

Bunzl plc Annual Report 2025

114

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.

Malus and Clawback

As detailed in the Policy (page 129), malus and clawback may be applied to bonus and RSA awards

incases such as material misstatement, performance assessment errors, significant risk or control

failings, misconduct, corporate failure, reputational damage, or material management failure.

The discovery period is three years from the end of the performance period for bonus and deferred

bonus, and three years from vesting for RSA awards. These periods reflect the Company’s risk profile

and allow sufficient time for issues to surface.

No malus or clawback was applied during 2025.

Executive directors’ annual salary (audited information)

As disclosed last year, executive directors’ salaries were reviewed with effect from 1 January 2025 in

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

employees across the Group.

Salary from

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%

Executive directors’ salaries were also reviewed with effect from 1 January 2026 and the increases

awarded are shown on page 123.

Executive directors’ external appointments

During 2025, Frank van Zanten served as a non-executive director of Ahold Delhaize N.V. and Richard

Howes served as a non-executive director of Smiths Group plc. During the year, Frank van Zanten

retained fees of €185,000 from Ahold Delhaize N.V. and Richard Howes retained fees of £119,998 from

Smiths Group plc.

Non-executive directors’ fees (audited information)

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

accordance with the normal fees policy.

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%

The Chairman’s and non-executive directors’ fees were reviewed with effect from 1 January 2026 and

the increases awarded are shown on page 124.

Performance against annual bonus targets (audited information)

The bonus measures for 2025 were Group adjusted eps, RAOC, operating cash flow, personal

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

The maximum bonus achievable was 200% of salary for Frank van Zanten and 175% for Richard Howes.

The results for 2025 reflect the general performance of the Company.

Group performance (70%)

Weighting Scorecard performance metric Threshold Target Stretch

Actual outturn

calculated

at constant

exchange rates

% of

maximum

bonus

30% Adjusted eps (p) 188.4 198.3 208.2 181.7 –

% of target 95.0% 100.0% 105.0% 91.6%

% salary – Frank van Zanten 15.0% 30.0% 60.0% –

% salary – Richard Howes 13.1% 26.3% 52.5% –

15% RAOC % 37.6% 39.6% 41.6% 37.2% –

% of target 95.0% 100.0% 105.0% 93.9%

% salary – Frank van Zanten 7.5% 15.0% 30.0% –

% salary – Richard Howes 6.6% 13.1% 26.3% –

25% Operating cash flow (£m) 823.7 867.1 910.5 842.8 36%

% of target 95.0% 100.0% 105.0% 97.2%

% salary – Frank van Zanten 12.5% 25.0% 50.0% 18.0%

% salary – Richard Howes 10.9% 21.9% 43.8% 15.7%

Total 13%

Notes

a) The adjusted eps outturn for 2025 (179.3p) calculated at the exchange rates used in setting the 2025 target is 181.7p.

b) The actual outturn calculated at constant exchange rates is the actual result of the relevant measures retranslated at the exchange

rates used in setting the target for that measure.

DIRECTORS’ REMUNERATION REPORT continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

115

DIRECTORS’ REMUNERATION REPORT continued

Non-financial strategic goals (30%)

Following a review of performance against specific personal objectives for 2025, the Committee

determined the bonus percentages payable to the executive directors in relation to the non-financial

strategic goals. The specific objectives, and the related evaluation of performance, are shown in the

table below:

Frank van Zanten – Chief Executive Officer

Non-financial objectives (20% of bonus) Evaluation

• Accelerate the progress of the digital agenda

across the Group, including further increasing

the % of sales orders and supplier invoices

transacted digitally via websites, EDI or other

electronic means. In addition, maximise the

useof AI by ensuring that specific pilot projects

receive the necessary leadership resource and

support, and that the learnings are shared

rapidly so that tools can be scaled up across

theGroup.

• Digital statistics have improved and now stand at 76%

for sales orders (75% last year) and 66% for supplier

invoices by value (61% last year). A specific programme

has been initiated to accelerate progress in the

application of AI including workstreams on data

readiness, creation of the AI engine and sales

enablement. Pilots are live in every region and

additional prototypes (e.g. AI chatbot for customer

service) have been developed and showcased

acrossthe Group.

• Continue to drive the progress of Own Brand

sales as a driver of margin improvement and

profit performance, measured as an increased %

of total sales vs 2024. Ensure that the local sales

teams have the necessary capability to maximise

the contribution of Own Brand and that

learnings on the Own Brand development

andsales processes are effectively shared

across the Group.

• Own Brand as % of sales has increased over 2025

from28% to 30% of total revenue and this continues

tobe a focus going forward. The Distribution business

in North America has continued to focus on Own Brand

development and learnings were shared by their team

at the Global Conference.

• Further build the necessary leadership bench

strength to support the future growth of the

Group. Specifically, ensure that there is good

medium- and long-term succession to the

leadership team and a strong pipeline of leaders

at country/operating company level. Continue

tochampion the investment in leadership

development activities and maximise the return

on the investment in the 2025 Global

Conference.

• Some movement in the leadership population has

created opportunities for several high-potentials at

CEO-2 level to broaden their experience. Significant

progress has been made with developing the pipeline

inearly to mid-career with a higher volume of external

hiring (e.g. North America). The key focus of leadership

development activity has been portfolio management

and a new programme will be piloted in 2026. The

Conference received overwhelmingly positive feedback

and accelerated collaboration across the Group.

% of base salary awarded 34.0%

% of maximum 85%

Richard Howes – Chief Financial Officer

Non-financial objectives (20% of bonus) Evaluation

• Further enhance the cost and performance-

focused culture in Bunzl including for new

acquisitions. Establish and monitor cost

efficiency programmes across the Group with

reference to budget assumptions and ensuring a

heightened focus on key financial metrics across

the Group, sharing approaches and undertaking

training with Finance teams where necessary.

• Enhanced reporting has helped to focus more attention

on the performance of individual businesses and more

detailed additional performance reviews to assess

trading performance and financial visibility have been

implemented in key areas of the Group.

• Agree with each business area their Vision for

2030 and the operating model for Finance.

Establish the operating plan to deliver the

Visionby 2030 and establish the process for

monitoring the development of the cost of

Finance. Undertake a similar process to assess

the cost of IT services across the Group.

• Business area plans were created and shared with the

Finance Leadership Team. For those regions with

shared service centres (North America/ UK / Brazil /

Australia) most of the focus was building on these

platforms and improving delivery and scope. This work

will be continued in 2026.

• Establish a revised approach to Internal

Controls Essentials programme, optimising

thescope of activities including the financial

integration of new acquisitions from a

compliance standpoint. Define an approach to

ensure that the Group meets the requirements

of the UK Corporate Governance code for 2026

and deliver the milestones for 2025. Connected

to this, agree the 2030 Vision for Internal Audit

with the Audit Committee.

• Good progress was made during the year, with internal

financial control operating testing completed for 98%

ofin-scope controls by February 2026 as part of the

Internal Control Essentials programme. The pass rate

has improved significantly year on year. Significant

progress was made on the Group’s approach to the

revised internal control and risk requirements of the

UKCorporate Governance code applicable for the 2026

financial year. Material controls were identified, pilot

testing undertaken and a new Material Controls policy

and cadence of reporting for 2026 was approved by the

Board. A revised 5 year Internal Audit strategy was

finalised which included important risk based changes

to scope and audit frequency together with investment

in the Internal Audit function such as a new audit hub in

Brazil. This was approved by the Audit Committee and

used as a basis for the 2026 internal audit plan.

% of base salary awarded 33.3%

% of maximum 95%

Bunzl plc Annual Report 2025

116

DIRECTORS’ REMUNERATION REPORT continued

ESG objectives – shared objectives (10% of bonus) Evaluation

• Ensure that the assessment and auditing

programme in high-risk countries inside and

outside of Asia is further expanded, taking it to

90% of 2025 spend coming from assessed and

compliant suppliers.

• 93% of 2025 spend in high risk countries now comes

from assessed and compliant suppliers. The Audit

programme for 2026 onwards has been redesigned,

engaging all relevant stakeholders before gaining

approval from the leadership team. This will be

communicated in our modern slavery statement.

• Deliver a 2.5% reduction in absolute emissions

(Scope 1 & Scope 2). Deliver an increase in the

proportion of suppliers (by emissions in our

target boundary) with Science Based targets

(from 2024 outturn position).

• There has been a small increase in overall emissions

(0.6%). The increase caused by emissions of acquisitions

(not included in the 2022 re-baseline) in the reporting

year is approximately 3.7%. The reduction achieved by

the 2024 ‘base business’ is therefore 3.1%.

• The KPI set for the proportion of suppliers with

science-based targets has been exceeded, achieving

a44% against the stretched target of 40%. Over 70%

ofsuppliers are now fully registered on the Avetta

platform, despite adding over 200 new suppliers

mid-year.

• Ensure that the Head of Sustainability and the

regional sustainability teams create regional

customer engagement plans across three

groups of large customers during 2025 – (a)

existing customers with limited potential for

increased share of wallet where the objective is

to retain business (b) existing customers where

we can increase share of wallet and revenues

and (c) new target customers where

sustainability credentials can be used as a

starting point for engagement.

• More than 300 customers were engaged across the

fiveregions. Several notable commercial results were

delivered with new contracts won, or existing contracts

extended (see page 55). The perception of our

sustainability expertise in senior sales teams was

significantly improved.

• Continue to drive initiatives that lead to more

women in leadership roles over time. Maintain

the current % of females in leadership roles

(25%) and visibly support initiatives around

inclusion and belonging such as employee

resource groups, mentoring initiatives, the Great

Place to Work survey and dedicated listening

sessions with a cross-section of employees.

• The % of women in leadership roles remained at 25% in

2025. Mentoring activity has been further expanded

over the year and Employee Resource Groups including

Inspiring Women in Bunzl are thriving. Dedicated CEO

Listening Groups for females and ethnically diverse

colleagues from across Bunzl have continued

successfully. The “fairness” questions in GPTW (“People

here are treated fairly regardless of…”) remained very

high scoring across all dimensions (83-92% positive) and

“I can be myself around here” scored 81% positive.

% of base salary awarded Frank van Zanten – 18.0% Richard Howes – 15.8%

% of maximum 90% 90%

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

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

challenging year for business performance. Accordingly, the total payments under the annual bonus

plans were:

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

2025

2024

2023

2022

2021

Frank van Zanten 70.0 176.4 161.8 176.4 176.4

Richard Howes 64.7 156.8 143.8 156.8 155.2

The monetary values of the bonus payments for 2025 and 2024 are included in the table on page 114.

The deferred portion of the bonus is 50% of the total and is delivered under DASBS awards which vest

after three years and are subject to continued employment. The total bonus payment for Frank van

Zanten represents 35% of the maximum bonus and the total bonus payment for Richard Howes

represents 37% of the maximum bonus.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

117

DIRECTORS’ REMUNERATION REPORT continued

Restricted Share Awards with underpin assessment period ending in 2025

(audited information)

LTIP – 2023 Restricted Share Awards

The annual grant of Restricted Share Awards was made under the 2021 Policy on 1 March 2023. These

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

31 December 2025) and continued service. After each completed financial year during the three year

underpin assessment period, the Committee considered carefully and documented progress towards

achieving the underpin. Performance versus the underpin was reviewed in 2023 and 2024 and the

Committee also looked carefully at the summary of performance in 2025. As context, it noted that the

period 2023–2025 was impacted by significant product price deflation following a period of supply

chain disruption and significant product price inflation during and immediately after the Covid 19

period (2020–2022). It also noted that the long-term profit growth of the Group since 2019 has been

significant. The Committee concluded that the conditions of the underpin for the three-year period

have been satisfied, based on the following key points:

• The longer term business performance has been strong;

• Notwithstanding the impact in 2025’s financial performance, there has been good progress on all key

strategic priorities, including ESG;

• There have been no material risk issues or regulatory failures;

• The underlying value of the RSA is contingent on share price performance and so participants are

directly aligned with the shareholder experience. The 2023 RSAs have a lower value at vesting when

compared to the equivalent 2022 RSA awards which vested last year, as shown in the single total

figure table.

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 2023 41,682 Yes 44,870 £1,010,024

Richard Howes 1 March 2023 21,682 Yes 23,340 £525,383

Notes

a) The Restricted Share Awards were granted under the LTIP Part B on 1 March 2023 at a share price based on the average of the

closing mid-market share price on the 60 calendar days prior to the grant of the award (2,984p).

b) The estimated vesting value is based on the three-month average of the closing mid-market share price to 31 December 2025

(2,251p). The value will be updated in the 2026 Directors’ Remuneration Report to reflect the actual closing mid-market share price

on 2 March 2026, the first working day after the vesting date of 1 March 2026. Vested awards are subject to a further two-year

holding period.

c) The 2022 Restricted Share Awards vested on 4 March 2025. In last year’s report, the vesting values were estimated based on the

three-month average share price to 31 December 2024. The vesting values have been restated in the single figure table using the

closing mid-market share price on the vesting date of 4 March 2025 (3,036p).

Total pension entitlements (audited information)

Value of cash

allowance in

2025

Total

pension

2025

Frank van Zanten £52,777 £52,777

Richard Howes £34,323 £34,323

Share Awards granted in 2025 (audited information)

Restricted Shares

In 2025 a single grant of RSAs was made on 11 April 2025 in accordance with the policy as approved at

the 2024 AGM.

LTIP interests awarded during the financial year (audited information)

Award Type

Date of

grant

Basis of

RSA award

Face value

£000

Number of

Performance

period end date

Frank van

Zanten

Nil-Cost Options 11 April

2025

175%

of salary

1,847.2 59,167 31 December

2027

Richard

Howes

Nil-Cost Options 11 April

2025

125%

of salary

858.1 27,484 31 December

2027

Notes

a) The number of awards is calculated using the average of the closing mid-market share price over the dealing days that fell within the

60-day period immediately preceding the grant of the awards.

b) The RSA award was granted under the 2024 LTIP Part B on 11 April 2025 at a value of 3,122p per share.

c) The RSA is subject to an underpin, as detailed below. If the underpin during the performance period for assessment is met, then

100% of the award will vest. Alternatively, if the underpin has not been satisfactorily met in full, then the award may be scaled back

orlapse in exceptional circumstances.

The extent to which the Restricted Share Award, granted as nil-cost options, may vest is subject to a

performance underpin which will be closely reviewed by the Committee before these awards vest in

2028 as follows:

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.

Bunzl plc Annual Report 2025

118

DIRECTORS’ REMUNERATION REPORT continued

Deferred share awards awarded during the financial year (audited information)

Award Type Date of grant Basis of share award

Face value

£000

Number of

Normal

Vesting date

Frank van

Zanten

Nil-Cost Options 10 March

2025

50%

of 2024 Bonus

912.7 29,672 1 March

2028

Richard

Howes

Nil-Cost Options 10 March

2025

50%

of 2024 Bonus

527.6 17,153 1 March

2028

Notes

a) The number of awards is calculated using the closing mid-market share price on the day preceding the grant date (3,076p).

b) Deferred bonus awards vest on the 1 March in the third calendar year after the calendar year in which they were granted, subject to

continued service only.

Shareholder dilution

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

2024) and the rules of the Company’s share schemes, the Company is permitted to satisfy awards to

employees under its share plans with new issue shares or shares issued from treasury, up to a

maximum of 10% of its issued share capital (adjusted for share issuance and cancellation) in a rolling

10-year period. Within this 10% limit, the Company is only permitted to issue (as newly issued shares or

from treasury), 5% of its issued share capital (adjusted for share issuance and cancellation) to satisfy

awards under executive (discretionary) plans.

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

128. Newly issued shares are currently used to satisfy the exercise of options under the Bunzl plc

Sharesave Scheme and the International and Irish Sharesave Plans. Awards of executive options,

performance share awards and RSAs made under the LTIP are principally satisfied by shares delivered

from the Employee Benefit Trust which buys shares on the market, unless security laws in relevant

jurisdictions prevent this.

Limit on awards

Cumulative options and awards granted as

a percentage of issued share capital as at

31 December 2025

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

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

Additional information on directors’ interests (audited information)

Details of the executive directors’ interests in outstanding share awards under the DASBS, LTIP and all

employee share plans are set out below.

Deferred share awards as at 31 December 2025

The awards granted to each director of the Company and any director with an interest in the Company

under the DASBS are set out in the table below. Further information relating to the deferred bonus is

provided on pages 126 and 127.

Awards

(shares) held

at 1 January

2025

awarded

during

2025

vested

during

2025

Total number

of awards

(shares) at

31 December

2025

Normal

vesting date

Share price

at grant

Market price

at vesting

Monetary

value of

vested

awards

£000

Frank van Zanten 27,124 28,889 – 01.03.25 2,969 3,072 887

27,959 27,959 01.03.26 2,964

25,529 25,529 01.03.27 3,153

29,672 29,672 01.03.28 3,076

Total 80,612 29,672 28,889 83,160

Richard Howes 15,651 16,669 – 01.03.25 2,969 3,072 512

16,298 16,298 01.03.26 2,964

14,755 14,755 01.03.27 3,153

17,153 17,153 01.03.28 3,076

Total 46,704 17,153 16,669 48,206

Notes

a) The deferred element of the 2025 annual bonus plan as shown on page 114 is not included in the table above as the appropriate

number of shares have not yet been awarded. No shares lapsed during the year.

b) The DASBS vested during 2025 include dividend equivalents accrued over the vesting period.

c) The DASBS awarded during 2025 relate to 50% of the bonus for 2024 and are structured as nil-cost options, with the number of

shares being determined by reference to the mid-market closing share price on the day preceding the grant date. The face value of

the DASBS awards on the grant date 10 March 2025 was £912,711 for Frank van Zanten and £527,626 for Richard Howes.

d) Frank van Zanten exercised 28,889 DASBS granted in 2022 (including related dividend equivalent shares) on 22 April 2025 following

vesting with a total value of £887,470 based on the vesting share price and a total gain of £671,857 based on the exercise share price

of 2,326p.

e) Richard Howes exercised 16,669 DASBS granted in 2022 (including related dividend equivalent shares) on 23 April 2025 following

vesting with a total value of £512,072 based on the vesting share price and a total gain of £404,373 based on the exercise share price

of 2,426p.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

119

DIRECTORS’ REMUNERATION REPORT continued

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 2025 with shaded details indicating options that have

vested.

Executive share options – LTIP Part A

Options held at

1 January

2025

Grant

date

Exercise

price

Options

exercisable

between

Vested options

held at

31 December

2025

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 2025 was 2,076p and the range during 2025 was 2,072p to 3,452p.

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

2025

awarded

during

2025

Award

date

Market

price per

share at

award

Lapsed

awards

(shares)

during

2025

Exercised

awards

(shares)

during

2025

Market

price per

share at

exercise

Value at

exercise

£000

Awards

(shares)

held at 31

December

2025

Frank van

Zanten 42,693 – 01.03.22 2,751 – 45,471 2,326 1,057 –

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

59,167 11.04.25 3,122 – – – – 59,167

Total 141,883 59,167 – 45,471 158,357

Richard

Howes 26,205 – 21.04.21 2,489 – 26,205 2,426 636 –

22,398 – 01.03.22 2,751 – 23,855 2,426 579 –

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

21,018 – 01.03.24 3,202 – – – – 21,018

5,563 – 01.05.24 3,024 – – – – 5,563

27,484 11.04.25 3,122 – – – – 27,484

Total 96,866 27,484 – 50,060 75,747

Notes

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

b) Frank van Zanten exercised 45,471 RSAs granted in 2022 (including related dividend equivalent shares) on 22 April 2025 with a total

value of £1,057,496. The net vested shares remain subject to a two year post vest holding period.

c) Richard Howes exercised 26,205 RSAs granted in 2021 (including related dividend equivalent shares) and 23,855 RSAs granted in

2022 (including related dividend equivalent shares) on 23 April 2025 with a total value of £635,707 and £578,699 respectively. The

net vested shares remain subject to a two year post vest holding period.

Bunzl plc Annual Report 2025

120

DIRECTORS’ REMUNERATION REPORT continued

All employee share schemes

The table below shows the number of share options granted to the executive directors under the

Sharesave Schemes. Details of the Sharesave Schemes are set out on page 128.

Sharesave Schemes

Options at

1 January

2025

Grant

date

Exercise

price

Options

exercisable

between

Options at

31 December

2025

Frank van Zanten 368 03.04.23 2,343 01.05.26–31.10.26 368

389 03.04.24 2,453 01.05.27–31.10.27 389

Total 757 757

Richard Howes 756 03.04.24 2,453 01.05.27–31.10.27 756

Total 756 756

Interests in shares and share options (audited disclosure)

The interests of the directors in office, and their connected persons, in the Company’s ordinary shares

and share options at 31 December 2025 were:

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 365,013 83,160 – 158,357 757 272,464 879,751

Richard Howes 142,001 48,206 – 75,747 756 – 266,710

Peter Ventress 11,069 – – – – – 11,069

Vin Murria – – – – – – –

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

Pam Kirby 1,800 – – – – – 1,800

Jacky Simmonds 3,645 – – – – – 3,645

Daniela Barone Soares 953 – – – – – 953

Julia Wilson 2,793 – – – – – 2,793

Notes

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

2025 and 2 March 2026, that were notifiable under article 19 of the Market Abuse Regulation.

b) RSAs are structured as nil-cost options.

c) Frank van Zanten’s shares owned outright include 165,185 ordinary shares held by his connected person(s).

d) Richard Howes’ shares owned outright include 107,270 ordinary shares held by his connected person(s).

e) Julia Wilson’s shares owned outright include 1,491 ordinary shares held by her connected person(s) that were acquired prior to her

appointment as a director.

f) For two years after leaving, each executive director must maintain a post employment shareholding equal to the lower of the

policy-required shareholding or the LTIP-related shares they hold at the cessation date (including vested or unexercised awards,

adjusted for tax). Vested RSAs continue to be subject to a two-year holding period.

Performance against shareholding guidelines

As at 31 December 2025, each of the executive directors and their connected persons have a

shareholding as follows:

Requirement for

share ownership as a

percentage of salary

(31 December 2025)

Share ownership as a

percentage of salary at

31 December 2025 at

the closing mid-market

price (2,076p)

Frank van Zanten 350% 808%

Richard Howes 250% 507%

Note

Shares contributing to the qualifying share ownership as a percentage of salary include (i) owned shares including those held jointly

with or by the executive’s spouse, civil partner or children; (ii) DASBS awards (net of tax); (iii) vested but unexercised award shares, by

reference to exercise gain potential if relevant (net of tax); and (iv) award shares relating to any relevant dividend equivalent entitlements

determined for vested but unexercised awards (net of tax).

Performance graph and table

Schedule 8 to the Large- and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 requires that the Company must provide a graph comparing the TSR performance

ofa hypothetical holding of shares in the Company with a broad equity market index over a 10 year

period. The Company’s TSR performance against the FTSE 350 Support Services Sector over a 10 year

period to 31 December 2025 is shown below. Due to the Company’s business model, this is

consideredto be the most appropriate comparator group as it contains a broad range of support

service companies.

100

150

200

250

Source: Datastream (a LSEG product)

Bunzl

FTSE 350 Support Services

Value (£) (rebased)

2024 2025202320222021202020192018201720162015

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

121

DIRECTORS’ REMUNERATION REPORT continued

Chief Executive Officer’s single total figure of remuneration history

The table below summarises the Chief Executive Officer’s single total figure of remuneration, annual bonus and long term incentive payout as a percentage of maximum opportunity for 2025 and the previous

nine years.

2016

FvZ 2017 2018 2019 2020 2021 2022 2023 2024 2025

Single total figure of

remuneration £000 2,353.3 1,492.0 2,812.0 2,828.8 2,769.4 3,490.3 4,225.4 4,505.1 6,314.2 4,543.0 3,089.5

Annual bonus payment as a

percentage of maximum 0% 67% 73% 70% 60% 100% 98% 98% 90% 98% 35%

Long term incentive

vesting as a percentage

of maximum

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

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

LTIP Part B (Restricted Share Awards) – – – – – – – – 100% 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) Frank van Zanten succeeded Michael Roney as CEO in 2016.

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

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 2025, in the salary, benefits, and bonus values of all directors and employees of the legal entity which employs the

Chief Executive Officer, Bunzl plc.

Salary/Fees Benefits Bonus

2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025

Chief Executive Officer – Frank van Zanten 3.0% 2.9% 2.9% 5.9% 4.0% 2.0% (42.0%) (14.1%) 57.2% 15.0% (7.0%) (7.2%) 73.0% 0.8% 2.9% (2.9%) 13.4% (59.5%)

Chief Financial Officer – Richard Howes 3.0% 2.9% 2.9% 5.0% 4.0% 2.0% n/a 1.2% 2.5% (0.6%) 3.6% 1.2% n/a (0.2%) 4.0% (3.7%) 13.4% (57.9%)

Chairman – Peter Ventress 3.1% 0.0% 4.9% 0.0% 8.5% 2.0% n/a 100.0% (100.0%) 0.0% 100.0% 54.8% n/a n/a n/a n/a n/a n/a

Non-executive director – Lloyd Pitchford 1.1% 1.6% 3.0% 4.7% 4.0% n/a (100.0%) 0.0% 0.0% 100.0% 7.2% (100.0%) n/a n/a n/a n/a n/a n/a

Non-executive director – Stephan Nanninga n/a 2.0% 2.5% 4.7% 3.8% 1.8% (64.0%) (100.0%) 100.0% (0.9%) (18.3%) 196.7% n/a n/a n/a n/a n/a n/a

Non-executive director – Vin Murria n/a 2.0% 2.5% 4.7% 3.8% 1.8% n/a 0.0% 100.0% (2.0%) 410.6% 10.9% n/a n/a n/a n/a n/a n/a

Non-executive director – Pam Kirby n/a n/a n/a 4.7% 22.9% 1.5% n/a n/a n/a 0.0% 100.0% (49.2%) n/a n/a n/a n/a n/a n/a

Non-executive director – Jacky Simmonds n/a n/a n/a n/a 23.9% 2.4% n/a n/a n/a n/a 23.4% 99.6% n/a n/a n/a n/a n/a n/a

Non-executive director – Daniela Barone Soares n/a n/a n/a n/a n/a 1.8% n/a n/a n/a n/a n/a 100.0% n/a n/a n/a n/a n/a n/a

Non-executive director – Julia Wilson n/a n/a n/a n/a n/a 31.3% n/a n/a n/a n/a n/a 100.0% n/a n/a n/a n/a n/a n/a

Average of employees in Bunzl plc 3.2% 3.1% 4.7% 6.7% 8.5% 3.1% (3.3%) 5.8% 3.8% 3.1% 6.1% 13.3% 162.0% (15.9%) (23.2%) (17.1%) 22.9% (72.3%)

Notes

a) Benefits are annualised.

b) The scope for the average of Bunzl plc employees excludes executive directors and non-executive directors. Any employees who have joined, left or changed roles in either comparable years have been removed from the data to prevent distortion.

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

d) The percentage movements above are calculated based on annualised non-executive director fees. Julia Wilson’s increase reflects her in-year appointment as Audit Committee Chair.

Bunzl plc Annual Report 2025

122

DIRECTORS’ REMUNERATION REPORT continued

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 2025, 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 £1,055,547 2025 Option A 39:1 34:1 26:1

Total remuneration £3,089,602 2025 Option A 109:1 95:1 67:1

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

Total remuneration £4,542,968 2024 Option A 167:1 145:1 100:1

Salary £995,050 2023 Option A 41:1 36:1 26:1

Total remuneration £6,314,240 2023 Option A 249:1 214:1 147:1

Salary £939,600 2022 Option A 41:1 35:1 25:1

Total remuneration £4,505,124 2022 Option A 193:1 163:1 108:1

Salary £913,078 2021 Option A 43:1 37:1 26.1

Total remuneration £4,225,361 2021 Option A 196:1 164:1 106.1

The single total figure of remuneration in relation to 2024 has been recalculated to reflect the difference between the grant price and

the estimated value of vesting of the relevant RSAs on the actual date of vesting as detailed in Note (d) to the table of the single figure of

remuneration 2025 on page 114. The 2024 salary ratio has not been restated because there was no difference to report.

Salary

Total

remuneration

Chief Executive Officer £1,055,547 £3,089,602

25th percentile employee £27,379 £28,331

Median employee £30,758 £32,554

75th percentile employee £41,335 £46,449

The total remuneration ratios for 2023 were higher due to the inclusion of both the LTIP B vests and

RSA vest in the single figure table for the Chief Executive Officer’s remuneration. For 2025, the median

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

the wider UK workforce and the total remuneration ratios were lower, primarily driven by lower variable

pay outcomes.

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 2024 and 2025 for the Group (as stated in

Note26, Note 22 and Note 3 to the consolidated financial statements on pages 175, 171 and 147 to

149,respectively).

£m 2025 2024

Percentage

change

Overall expenditure on pay 1,115.0 1,103.5 1.0%

Dividends paid in the year 242.2 228.6 5.9%

Adjusted earnings per share (p) 179.3 194.3 (7.7%)

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 2026

Salary

The salary increases for the executive directors for 2026, which are in line with the increase that has

been implemented for the wider leadership team and the plc head office, are as follows:

Salary from

1 January 2026

Salary from

1 January 2025

Increase in salary

2025 to 2026

Frank van Zanten £1,082,000 £1,055,547 2.5%

Richard Howes £703,600 £686,460 2.5%

Bonus

The structure for Frank van Zanten’s and Richard Howes’ annual bonus for 2026 is a balanced

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

strategic goals. The weighting of these measures has been adjusted to 85% financial measures and 15%

on strategic objectives as follows:

Weightings

EPS 40%

ROAC 15%

Operating cash flow 30%

Strategic objectives 15%

100%

As per the 2024 policy, the maximum annual bonus quantum is 200% for the Chief Executive Officer

and 175% for the Chief Financial Officer. The relevant performance points are: threshold, target, and

maximum (the level at which the bonus for that measure is capped). These performance points are

determined at the start of the year and no elements of the bonus are guaranteed. As in previous years,

the performance measures, including the financial targets, are commercially sensitive and therefore are

not disclosed until the following year.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

123

DIRECTORS’ REMUNERATION REPORT continued

Underpin and pricing basis for long term incentives to be awarded in 2026

In 2026 Frank van Zanten will be granted a restricted share award to the value of 175% of his salary and

Richard Howes will be granted a restricted share award to the value of 125% of his salary. In respect of

determining the number of awards to be granted in 2026, the 60-day average share price preceding the

grant date will be used. The Committee noted that the share price at grant is likely to be significantly

lower than the grant price for the 2025 awards. The Committee will assess the appropriateness of

vesting outcomes at the point of vesting, including the potential for any “windfall gain”. The RSA

underpin (see below) will also apply.

PERFORMANCE UNDERPIN

FRAMEWORK

FACTORS TO BE CONSIDERED (NOT LIMITED TO)

Financial health of the

business, considering key

financial indicators

• Revenue growth

• Operating margin

• Adjusted earnings per share

• Return on average operating capital (RAOC/ROIC)

• Cash conversion

• Balance sheet strength

Strategic priorities Delivery of key strategic objectives over the vesting period including

operational and individual performance

Stakeholder experience Consideration of our key stakeholders including employees,

customers, suppliers and shareholders

ESG progress Progress towards key achievement of ESG objectives including

climate change ambitions, ethical supply, investing in our people

anddiversity

The Committee conducts an annual review of the underpin and overall performance to determine if the

shares should vest in full at the end of three years.

Chairman’s and non-executive directors’ fees for 2026

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

for both taking effect from 1 January 2026. The current fee structure for the Chairman and the

non-executive directors is shown below:

With effect from

1 January 2026

Fees paid

in 2025

Increase in fees

2025 to 2026

Chairman’s fee £438,000 £427,500 2.5%

Non-executive director fee £85,000 £83,000 2.4%

Supplements:

Senior Independent Director £23,000 £21,800 5.5%

Audit Committee Chair £25,000 £24,000 4.2%

Remuneration Committee Chair £25,000 £24,000 4.2%

Advisers to the Remuneration Committee

In carrying out their responsibilities, the Committee seeks external remuneration advice as necessary.

During the year the Committee received advice from Willis Towers Watson (‘WTW’) and FIT

Remuneration Consultants LLP (‘FIT’). WTW provided external survey data on directors’ remuneration

and benefit levels and FIT advised the Remuneration Committee on senior executive pay. No other

services were provided by either WTW or FIT in 2025.

The fees payable to each adviser, based on hourly rates, were: £19,800 (WTW) and £65,617 (FIT),

respectively for such work undertaken in 2025. Advisers are appointed by the Committee and reviewed

periodically. A tender exercise was conducted in 2020 and FIT were selected to provide independent

advice to the Remuneration Committee on senior executive pay matters. The Committee conducts

regular reviews of the effectiveness of the advisers and is satisfied that they remain objective and

independent.

Statement of voting at the 2025 AGM for the remuneration report

The remuneration report and remuneration policy respectively received the following shareholder

votes at the 2025 AGM held on 23 April 2025 and the 2024 AGM held on 24 April 2024 – these being the

years they were last voted on by shareholders:

Votes cast Votes for

% of shares

voted for

Votes

against

% of shares

voted

against

Votes

withheld

Remuneration report (2025) 271,839,720 261,570,967 96.22% 10,268,753 3.78% 75,384

Remuneration policy (2024) 291,751,332 264,037,122 90.50% 27,714,210 9.50% 32,984

Notes

a) The votes ‘For’ include votes given at the Company Chairman’s discretion.

b) A vote ‘Withheld’ is not a vote in law and is not counted in the calculation of the votes ‘For’ or ‘Against’ the resolution. Votes ‘For’ and

‘Against’ are expressed as a percentage of the votes cast.

Jacky Simmonds

Chair of the Remuneration Committee

2 March 2026

Bunzl plc Annual Report 2025

124

DIRECTORS’ REMUNERATION REPORT continued

The current policy was approved by shareholders at the 2024 AGM. It may remain in

place until the 2027 AGM at the latest. A copy of the Policy is set out from page 126.

The non-executive director terms of appointment and remuneration scenarios charts

have been updated.

Objectives of the Policy

The objectives of the Directors’ Remuneration Policy are as follows:

• Clarity: maintain transparency, clear alignment with shareholder value and promotion of longer term,

sustained performance.

• Alignment with performance: continue to ensure that targets are stretching (but realistic), the

quantum of reward reflects both Company and individual performance and there are appropriate

award caps and Committee discretions in place.

• Support for the Company’s business strategy: for example, aligning the executive directors’ and

management’s incentives with the Company’s growth objectives.

• Simplicity: ensure that the remuneration structures avoid unnecessary complexity.

• Appropriate management of risk: variable pay should drive performance within the Company’s risk

appetite and encourage a prudent and balanced approach to the business.

• Alignment to culture: the remuneration principles encourage the behaviour from the executive

directors that the Committee expects to see throughout the business.

• Proportionality: the link between individual awards, the delivery of strategy and long-term

performance of the Group is clear.

In setting the remuneration policy for the executive directors, the Committee also took into

consideration a number of different factors:

• It applied the principles set out in the Code and also takes into account best practice guidance issued

by the major UK institutional investor bodies, the Financial Conduct Authority (including the

provisions of any applicable remuneration codes) and other relevant organisations;

• The Committee has overall responsibility for the remuneration policies and structures for employees

of the Group as a whole and it reviews the remuneration policy on a Group wide basis. When the

Committee reviewed the remuneration policy for the executive directors it considered and compared

it against the pay policy and employment conditions of the rest of the Group to ensure that there was

alignment between the two;

Directors’ Remuneration Policy

• 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.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

125

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

Bunzl plc Annual Report 2025

126

DIRECTORS’ REMUNERATION REPORT continued

ANNUAL BONUS

Performance

metrics

Metrics will be set each year by the Committee taking into account the Company’s

key strategic objectives for the year.

For example, bonus metrics may include:

• Financial measures chosen to align bonus outcomes with the underlying

financial performance of the business, such as profit, return on average

operating capital (‘RAOC’) and cash flow;

• Non-financial measures are linked to the achievement of personal goals or

certain specified strategic goals, including environmental, social and governance

matters;

• The performance metrics and targets are reviewed each year to ensure that

they remain appropriate. The Committee retains the discretion to set alternative

metrics as appropriate; and

• The specific targets will be disclosed on a retrospective basis following the end

of the financial year unless they are deemed to be commercially sensitive.

The Committee sets targets that are appropriately stretching in the context of the

business outlook and taking into account internal and external factors. The

achievement of quantifiable financial targets will always drive the majority of the

bonus outturn. Targets are set to ensure that there is appropriate alignment

between stakeholder outcomes and to ensure that they do not drive unacceptable

levels of risk taking.

LONG TERM INCENTIVES

Purpose • Incentivise long term decision making as the basis for sustainable growth

• Align with shareholders’ interests

• Recruit and retain senior employees across the Group

Operation Executive directors receive restricted share awards as the long term variable

element of remuneration:

• Restricted share awards are discretionary and will normally vest subject to

continued employment and the satisfaction of the underpin after no less than

three years;

• A holding period will apply which means that restricted shares may not ordinarily

be sold until at least five years after the grant date (other than to pay relevant

taxes due on vested awards);

• Malus and clawback provisions apply and are set out in more detail below;

• Dividend equivalents shall accrue in respect of restricted share awards to the

extent that they vest, including in relation to any holding periods; and

• All awards are subject to the discretions contained in the relevant plan rules.

LONG TERM INCENTIVES

Maximum

potential

value

• The individual restricted share limit per financial year is 175% of base salary

• The Chief Executive Officer may receive restricted shares per financial year with

a face value of up to 175% of salary

• The Chief Financial Officer may receive restricted shares per financial year with

aface value of up to 125% of salary

Performance

metrics

• Restricted share awards are not subject to performance measures but vesting

issubject to the achievement of an underpin normally reviewed over the three

financial years commencing with the financial year in which awards are granted

• In assessing the underpin, in normal circumstances the Committee may

consider the Group’s overall performance, including financial and non-financial

performance over the course of the vesting period and any material risk/

regulatory failures identified. Specifically, it will seek evidence of positive

progress against the Group’s financial and strategic objectives as follows:

– Financial health of the business, considering financial indicators

– Strategic priorities

– Stakeholder experience

– ESG progress

• In considering these factors, the Committee will assess performance in the

round, with the expectation of full vesting unless there has been a lack of

material progress towards a stated objective, or it has identified material

underperformance over the period. The Committee may scale back the awards

(including to zero) if it is not satisfied the underpin has been met, and there is

nothreshold level of vesting.

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127

DIRECTORS’ REMUNERATION REPORT continued

ALL EMPLOYEE SHARE PLANS

Purpose • Encourage employees, including the executive directors, to build a shareholding

through the operation of all employee share plans such as the HM Revenue &

Customs (‘HMRC’) tax advantaged Sharesave Scheme and the Internal Revenue

Service (‘IRS’) approved Employee Stock Purchase Plan (US) (‘ESPP’) in the US

Operation • Executive directors may participate in all employee schemes on the same basis

as other eligible employees

• The Sharesave Scheme has standard terms under which participants can

normally enter into a savings contract, over a period of either three or five years,

in return for which they are granted options to acquire shares at a discount of

up to 20% of the market price prevailing on the day immediately preceding the

date of invitation to apply for the option. Options are normally exercisable either

three or five years after they have been granted

Maximum

potential

value

• In the UK, the Sharesave Scheme is linked to a contract for monthly savings

within the HMRC limits over a period of either three or five years (currently £500

per month)

Performance

metrics

• Service conditions apply

RETIREMENT BENEFITS

Purpose • Provision of retirement benefits

• Retain executive directors

Operation • All defined benefit pension plans in the Group have been closed to new

entrants since 2003 with any new recruits being offered defined contribution

retirement arrangements and/or a pension allowance.

• Pension contributions and allowances are normally paid monthly

Maximum

potential

value

• Company pension contributions to defined contribution retirement

arrangements or cash allowances are capped at 5% of base salary for current

and new executive directors

Performance

metrics

• Not applicable

OTHER BENEFITS

Purpose • Provision of competitive benefits which helps to recruit and retain executive

directors

Operation • Benefits may include a car allowance or a car which may be fully expensed,

various insurances such as life, disability and medical and, in some jurisdictions,

club expenses and other benefits provided from time to time.

• Some benefits may only be provided to reflect hybrid working and/or overseas

relocation, such as removal expenses, and in the case of an international

relocation might also include fees for accommodation, children’s schooling,

home leave, tax equalisation and professional advice etc.

Maximum

potential

value

• The value of benefits is based on the cost to the Company and varies according to

individual circumstances. For example, the cost of medical insurance varies

according to family circumstances and the jurisdiction in which the family is based

Performance

metrics

• Not applicable

SHAREHOLDING REQUIREMENT

Purpose • Strengthen the alignment between the interests of the executive directors and

those of shareholders

Operation • In employment guideline: executive directors will normally be expected to retain

shares, net of sales to settle tax, through the exercise of awards under the DASBS

and the LTIP until they attain the required holding. Three years is the typical

expectation for executives who are promoted from within the Company to

achieve the required shareholding. It is recognised that a longer time period may

be required for externally recruited executives to achieve the expected

shareholding. Unvested deferred shares held under the DASBS will count towards

the guideline (net of the expected sales for tax that would apply on vesting)

• Post-cessation guideline: upon cessation of employment, executive directors

should maintain a shareholding for two years thereafter at a level equal to the

lower of the in-employment guideline and the number of shares vested as at

cessation (net of tax) under restricted share awards granted.

• Shares held by or to the benefit of an executive director’s spouse, civil partner or

children (or with them as relevant) may count for the purposes of the guidelines.

Maximum

potential

value

• The Chief Executive Officer’s in-employment shareholding requirement is 350%

of base salary. The in-employment requirement for other executive directors is

250% of base salary.

• The Chief Executive Officer’s post-employment shareholding requirement is

300% of salary. The post-employment shareholding requirement for other

executive directors is 200%.

Performance

metrics

• Not applicable

Bunzl plc Annual Report 2025

128

DIRECTORS’ REMUNERATION REPORT continued

Fees policy for Chairman and non-executive directors (the ‘NEDs’)

The following table summarises the fees policy for the Chairman and the NEDs.

FEES

Purpose • Provision of a competitive fee to attract NEDs who have a broad range of

experience and skills to oversee the implementation of the Company’s strategy

Operation • Determined in light of market practice and with reference to time commitment

and responsibilities associated with the roles

• Annual fees are paid in 12 equal monthly instalments during the year

• The Senior Independent Director and Chairs of the Audit and Remuneration

Committees are paid an extra fee to reflect their additional responsibilities

• The NEDs and the Chairs are not eligible to receive benefits and do not

participate in pension or incentive plans. Expenses incurred in respect of their

duties as directors of the Company are reimbursed

• The NEDs’ and Chairman’s fees are reviewed annually in January each year, the

latest review being with effect from January 2026 for NED fees and the

Chairman’s fees

• The Board as a whole considers the policy and structure for the NEDs’ fees on

the recommendation of the Chairman and the Chief Executive Officer. The NEDs

do not participate in discussions on their specific levels of remuneration; the

Chairman’s fees are set by the Committee

Maximum

potential

value

• Determined within the overall aggregate annual limit of £1,500,000 authorised

by shareholders with reference to the Company’s Articles of Association

approved at the 2021 AGM

Performance

metrics

• Not eligible to participate in any performance related elements of remuneration

Taxable

benefits and

expenses

• Taxable expenses incurred in the course of carrying out NED duties are

reimbursed and grossed up to include tax payable

Malus and Clawback Provisions

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

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129

DIRECTORS’ REMUNERATION REPORT continued

Discretions retained by the Committee in operating the incentive plans

The Committee operates the Group’s various incentive plans according to their respective rules and

inaccordance with HMRC and IRS rules where relevant. To ensure the efficient administration of these

plans, the Committee may apply certain operational discretions. These include the following:

• selecting the participants in the plans;

• determining the timing of grants and/or payments;

• determining the quantum of grants, reference pricing basis and/or payments (within the limits set

outin the policy table above);

• determining the extent of vesting based on the assessment of performance, including the vesting

ofrestricted share awards;

• determining the appropriate treatment of leavers and the extent of vesting in the case of the share

based plans;

• determining the extent of vesting of awards under share based plans in the event of a change of

control;

• making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate

restructuring events, variation of capital and special dividends);

• determining the appropriate choice of measures, weightings and targets for the annual bonus plan

from year to year, including discretion to amend the bonus outcome, as appropriate; and

• varying the performance conditions applying to share based awards if an event occurs which causes

the Committee to consider that it would be appropriate to amend the performance conditions,

provided the Committee considers the varied conditions are fair and reasonable and not materially

less challenging than the original conditions would have been but for the event in question.

Legacy arrangements

The proposed and previous directors’ remuneration policies give authority to the Company to honour

any commitments entered into with current or former directors (that have been disclosed to

shareholders in previous remuneration reports) or internally promoted future directors (in each case,

such as the payment of a pension or the unwind of legacy share plans). Details of any payments to

former directors will be set out in the relevant remuneration report as they arise.

Executive directors’ external appointments

With the specific approval of the Board in each case, executive directors may accept external

appointments as non-executive directors of other companies and retain any related fees paid to them.

Recruitment of executive directors – approach to remuneration

Executive directors

For the ongoing stability and growth of the Group, it is important to secure, as necessary, the

appointment of high calibre executives to the Board by either external recruitment or internal

promotion. The overarching principles applied by the Committee in developing the remuneration

package will be to set an appropriate base salary together with retirement and other benefits and short

and long term incentives taking into consideration the skills and experience of the individual, the

complexity and breadth of the role, the particular needs and situation of the Group, internal relativities,

the marketplace in which the executive will operate and an individual’s current remuneration package

and location. In addition, the Committee recognises that it may need to meet certain relocation

expenses or expatriate benefits as appropriate.

Any fixed or variable pay awards for new executive directors will not exceed the maximum limits set out

in the policy table above. However, in addition, for external appointments the Committee may consider

offering additional cash and/or share based elements to replace deferred remuneration forfeited by

the individual on leaving their existing employment when it considers these to be in the best interests

of the Company and its shareholders. Such elements, as appropriate, may be made under section 9.4.2

of the Listing Rules and would normally take account of the nature, time horizons and performance

requirements attached to the awards forfeited.

Depending on the timing of the appointment, the Committee may deem it appropriate to set different

annual bonus performance conditions for the first performance year of appointment. A long term

incentive award can be made shortly following an appointment (or as soon as is practical if the

Company is in a close period).

Non-executive directors

On appointment of a new Chairman of the Board or non-executive director, the fees will be set

takinginto account the experience and calibre of the individual and the prevailing rates of the other

non-executive directors at the time.

Executive directors’ service contracts

The service contracts for Frank van Zanten and Richard Howes provide for an equal notice period from

the Company and the executive of a maximum 12 months’ notice and any contracts for newly

appointed executive directors will provide for equal notice in the future. The date of each service

contract is noted in the table below

Date of service contract

Frank van Zanten 13 January 2016

Richard Howes 10 May 2019

Non-executive directors’ terms of appointment

The non-executive directors do not have service contracts with the Company but instead have letters

of appointment. The date of appointment and the most recent re-appointment and the length of

service for each non-executive director are shown in the table below:

Date of

appointment

Date of last

re-appointment

at AGM

Length of service

as at 2026 AGM

Peter Ventress 1 June 2019 22 April 2025 6 years 10 months

Stephan Nanninga 1 May 2017 22 April 2025 8 years 11 months

Vin Murria 1 June 2020 22 April 2025 5 years 10 months

Pam Kirby 1 August 2022 22 April 2025 3 years 8 months

Jacky Simmonds 1 March 2023 22 April 2025 3 years 1 month

Daniela Barone Soares 16 December 2024 22 April 2025 1 year 4 months

Julia Wilson 16 December 2024 22 April 2025 1 year 4 months

Note

a) On termination, at any time, a non-executive director is entitled to any accrued but unpaid director’s fees but not to any other

compensation.

Bunzl plc Annual Report 2025

130

DIRECTORS’ REMUNERATION REPORT continued

Policy on payment for departure from office

On termination of an executive director’s service contract, the Committee will take into account the

departing director’s duty to mitigate his or her loss when determining the amount of compensation.

The Committee’s policy in respect of the treatment of executive directors leaving the Group is

described below and is designed to support a smooth transition from the Company taking into account

the interests of shareholders:

COMPONENT

OF PAY

VOLUNTARY RESIGNATION OR

TERMINATION FOR CAUSE

DEPARTURE AS A ‘GOOD LEAVER’ OR IN OTHER SPECIFIC

CIRCUMSTANCES INCLUDING ON AGREED TERMS

Base salary,

pension

and

benefits

Paid for the proportion

ofthe notice period

worked and any untaken

holidays pro-rated to the

leaving date

Paid up to the date of departure or death, including

any untaken holidays pro-rated to such date. In the

case of ill health, a payment in lieu of notice may be

made and, according to the circumstances, may be

subject to mitigation. In such circumstances some

benefits, such as company car or medical insurance

may be retained until the end of the notice period.

Annual

bonus cash

Cessation of employment

during a bonus year will

normally result in no cash

bonus being paid

Cessation of employment during a bonus year or after

the year end but prior to the normal bonus payment

date will result in cash and deferred bonus being paid

and pro-rated for the relevant portion of the financial

year worked and performance achieved.

Annual

bonus

deferred

Unvested deferred shares

will lapse

In the case of the death of an executive, all deferred

shares will be transferred to the estate as soon as

possible after death. In all other cases, subject to the

discretion of the Committee, unvested deferred shares

will be transferred to the individual on a date

determined by the Committee.

Restricted

Unvested restricted share

awards will lapse

Subject to the discretion of the Committee, unvested

restricted share awards will normally be retained by

the individual for the remainder of the vesting period,

remain subject to the underpin conditions and will

ordinarily be subject to time pro-ration. Holding period

terms will ordinarily continue to run until (or be set to

expire on or no later than) the second anniversary of

departure from employment, commensurate with

thepost-cessation shareholding requirement.

However, in the case of the death of an executive, the

Committee will determine the extent to which the

unvested shares may be exercised within 12 months

ofthe date of death.

COMPONENT

OF PAY

VOLUNTARY RESIGNATION OR

TERMINATION FOR CAUSE

DEPARTURE AS A ‘GOOD LEAVER’ OR IN OTHER SPECIFIC

CIRCUMSTANCES INCLUDING ON AGREED TERMS

Options

under

Sharesave

As per HMRC regulations 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 plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

131

DIRECTORS’ REMUNERATION REPORT continued

Differences in remuneration policy for executive directors and

employees in general

The main difference in remuneration policy between the executive directors and employees in general

is the split of fixed and performance related pay, such as bonus and long term incentives. Overall the

percentage of performance related pay, in particular longer term incentive pay, is greater for the

executive directors. This reflects that executive directors have more freedom to act and the

consequences of their decisions are likely to have a broader and more far reaching time span of effect

than those decisions made by employees with more limited responsibility. As a consequence only

executive directors, Executive Committee members and other key employees (currently 28 people) are

granted restricted share awards. Approximately 510 senior leaders are granted executive share option

awards on an annual basis, which helps to provide a common focus for management in the Company’s

decentralised organisation structure. In most cases, the annual bonuses are related to the

performance of individual operating units.

Bonus arrangements vary throughout the Group and are related to the specific role and the country

inwhich the employee operates. The majority of bonus plans have quantitative targets, but the

performance measures and targets vary according to each specific role. Sales representatives often

have annual bonus payments which may be commission based.

When there is a critical mass of employees within a country to make it cost-effective to do so, to

encourage wider employee share ownership, an all employee share plan may be offered. Currently

plans are offered to all employees based in Australia, New Zealand, Canada, Germany, Ireland, the

Netherlands, the US and the UK. In France, employees take part in profit sharing arrangements in

accordance with local regulations.

Retirement and other benefits offered to employees across the Group differ according to the country

inwhich the job is based and the function and seniority of the relevant role.

Statement of consideration of employment conditions elsewhere

in the Group

The Committee is provided annually with information on the salaries and proposed increases for the

Executive Committee members and other senior direct reports of the Chief Executive Officer, as well

asdata on the average salary increases for leadership teams in each region within the Group. In

addition, the Committee reviews and agrees all grants of executive share options, performance share

awards and restricted share awards.

The Committee considers the general basic salary increase within the geographical regions for the

broader employee population when determining the annual salary increases for the executive directors

and is cognisant of the Group’s overall employment arrangements when reviewing and implementing

the executive directors’ remuneration policy. Members of the Committee held feedback sessions with

employees in all regions and part of the discussion sought the employees’ view on the executive

remuneration approach and application. In addition, the Company monitors employees’ views through

regular employee surveys.

Remuneration scenarios

The remuneration package comprises both core fixed elements (base salary, pension and other

benefits) and performance based variable elements (cash bonus, the DASBS and the LTIP). The

structure of the remuneration packages for on-target and stretch performance for each of the two

executive directors for 2026, in line with the remuneration policy, is illustrated in the bar charts below.

32%

25%

21%

14%

35%

30%

40% 35%

25% 43%

100%

Stretch performance

(Total

£5,425,949)

Target performance

(Total £4,343,949)

Stretch + 50% share price

increase (Total £6,372,699)

Frank van Zanten

Below threshold performance

(Total £1,368,449)

34%

26%

23%

13%37% 27%

43% 31%

26% 40%

100%

Stretch performance

( Tota l £2 , 8 6 6,93 6)

Target performance

(Total £

2,251,286)

Stretch + 50% share price

increase (Total £3,306,686)

Richard Howes

Below threshold performance

(Total £756,136

)

Total Fixed Remuneration Annual Bonus RSA 50% Share price

Notes

a) Salary represents annual salary for 2026. Benefits such as a car allowance and private medical insurance have been included based

on 2025 figures. In the case of Frank van Zanten benefits also include a hybrid working allowance.

b) Stretch performance plus 50% share price increase shows the effect of a 50% growth in the Company share price on the value of the

restricted share awards.

c) Pension represents the value of the annual pension allowance for 2026 for Frank van Zanten and Richard Howes.

d) Below threshold performance comprises salary, benefits, pension with no bonus award and for restricted share awards an

assumption that zero will vest.

e) Target performance comprises annual bonus awarded at target level (i.e. for 2026 at 100% of salary for Frank van Zanten and 87.5%

of salary for Richard Howes comprised of half cash and half deferred shares under the DASBS) and for restricted share awards an

assumption that 100% will vest.

f) Stretch performance comprises annual bonus awarded at stretch level (i.e. for 2026 at 200% of salary for Frank van Zanten and 175%

of salary for Richard Howes comprised of half cash and half deferred shares under the DASBS) and for restricted share awards an

assumption that 100% will vest.

Jacky Simmonds

Chair of the Remuneration Committee

2 March 2026

Bunzl plc Annual Report 2025

132

OTHER STATUTORY INFORMATION

The Strategic report on pages 2 to 73, the

Corporate governance report on pages 74 to 132

and this Other statutory information section

onpages 133 to 135 together, form the

Directors’report.

The Strategic report and Directors’ report make

up the management report as required under

Rule 4.1.8R of the DTRs.

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.

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.

Accounting policies, financial

instruments, and risk

Details of the Group’s accounting policies,

financial instruments and risk are outlined in

Note18 to the consolidated financial statements.

Annual General Meeting

The Notice convening the Company’s

AnnualGeneral Meeting (‘AGM’), to be held at

5Broadgate, London EC2M 2QS on Wednesday

22April 2026 at 11.00 am, is set out in a separate

letter from the Chairman to shareholders.

Articles of Association

Any amendments to the Company’s articles

ofassociation (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.

Additional regulatory disclosures

Apart from the dividend waiver, which has been

issued in respect of shares held by the Bunzl

Group General Employee Benefit Trust (‘EBT’)

referred to in Note 21 to the consolidated

financial statements, there are no additional

regulatory disclosures required to be included in

the Directors’ report.

Board of 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;

• 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 76 and 77.

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

2025.

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

110 to 132.

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

Qualifying third party indemnities were in force

throughout 2025 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.

Branches

The Company, through various subsidiaries, has

established branches in a number of different

countries in which the Group operates.

Dividends

An interim dividend of 20.2p per share was paid

on 5 January 2026 in respect of 2025 and the

directors are recommending a final dividend of

53.9p per share, making a total for the year of

74.1p per share (2024: 73.9p). Dividend details

aregiven in Note 22 to the consolidated financial

statements. Subject to shareholder approval at

the 2026 AGM, the final dividend will be paid on

2July 2026 to those shareholders on the register

at the close of business on 22 May 2026.

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 42 to 57.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

133

OTHER STATUTORY INFORMATION continued

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 results,

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 39 to 41.

Financial instruments

Information on the use of financial instruments

can be found in the Financial review on pages 28

to 34 and in the Notes to the financial statements

on pages 141 to 177.

Political donations

During 2025, no contributions were made for

political purposes.

Share capital

The Company has a single class of share capital

which is divided into ordinary shares of 32¹⁄

⁷

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 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

2025 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 20% of the Company’s issued

share capital as at 11 March 2025, without regard

to the pre-emption provisions of the Companies

Act 2006; however, more than 10% can only be

used in connection with an acquisition or

specified capital investment. In both cases an

additional follow-on offer, up to a nominal amount

equal to 20% of any allotment made can be made

to existing holders of securities not allocated

shares under the allotment.

No such shares were issued or allotted under

these authorities in 2025, 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 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.

Bunzl plc Annual Report 2025

134

OTHER STATUTORY INFORMATION continued

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

(provided in each case that no account shall

betaken of any part of a day that is not a

workingday).

Authority to purchase own shares

At the 2025 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 2026 AGM, in line

with the recommendations of the Pre-Emption

Group and within the limits set out in the notice

ofthe 2026 AGM.

On 17 December 2024, the Company announced

its intention to execute £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.

The volume weighted average price paid per

share was £33.66, with a total consideration paid

(excluding all costs) of £50 million.

The second tranche of the 2025 Programme,

topurchase ordinary shares up to a maximum

consideration of £150 million, commenced on

3March 2025 and completed on 31 October

2025. A total of 5,634,401 ordinary shares, with an

aggregate nominal value of £1,811,057.46

werepurchased under the second tranche of

the2025 Programme. The volume weighted

average price paid per share was £26.62, with

atotal consideration paid (excluding all costs)

of£150 million.

The shares purchased under the 2025

Programme represented 2.15% of the shares

inissue at its commencement.

The purpose of the 2025 Programme was to

reduce the issued share capital of the Company

and all ordinary shares purchased thereunder

have been cancelled. No shares were held in

treasury during the year, or during the period

from year end up to (and including) 2 March 2026.

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.

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.

The Strategic report and the Directors’ report

were approved by the Board on 2 March 2026.

Substantial shareholdings

As at 31 December 2025, 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 DTRs.

Shareholder

Date of

notification

Number of

% of issued

share capital

Schroders plc 06.11.24 16,695,791 4.99%

Mawer Investment Management Ltd. 21.11.25 16,179,937 4.99%

The Capital Group Companies, Inc. 19.02.25 16,031,548 4.86%

Norges Bank 22.05.24 10,065,895 2.98%

No notifications have been received between 31 December 2025 and 2 March 2026.

The Company has chosen, in accordance with

section 414C(11) of the Companies Act 2006,

toinclude the following matters in its Strategic

report that would otherwise be required to be

disclosed in this Directors’ report:

• an indication of likely future developments in

the Group’s business (see pages 2 to 73); and

• greenhouse gas emissions, energy

consumption and energy efficiency (see

pages42 to 57 and 200 to 212).

By order of the Board

Laura Brinkworth-Bell

Secretary

2 March 2026

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information

135

		2025	2024
	Notes	£m	£m
Revenue	4	11 , 8 4 5 . 4	1 1,7 76. 4
Operating profit	4	7 35.3	79 9. 3
Finance income	6	5 4.6	72.6
Finance expense	6	(18 1. 3)	(178.0)
Disposal of businesses	10	11 . 9	(20. 3)
Profit before income tax		620.5	67 3.6
Income tax	7	(16 0 .7)	(17 2 . 6)
Profit for the year		4 59.8	5 0 1. 0
Profit is attributable to:
Company's equity holders		4 59. 2	50 0.4
Non-controlling interests		0.6	0.6
Profit for the year		4 59.8	5 0 1. 0
Earnings per share attributable to the Company’s equity holders
Basic	8	141. 5p	14 9 . 6p
Diluted	8	14 0 . 9p	14 8 .7p
Alternative performance measures †
Operating profit	4	735.3	79 9.3
Adjusted for:
Amortisation excluding software	4	151. 5	14 8 . 3
Acquisition related items through operating profit	4	23.5	3 1.7
Non-recurring pension scheme credit	4	–	(3 . 2)
Adjusted operating profit		9 10 . 3	9 7 6 .1
Finance income	6	5 4.6	72.6
Adjusted finance expense	6	(1 7 7. 8)	(17 5 . 8)
Adjusted profit before income tax		7 8 7.1	87 2.9
Tax on adjusted profit	7	(204 .6)	(222.4)
Adjusted profit for the year		582. 5	65 0.5
Adjusted profit is attributable to:
Company's equity holders		581.9	6 49.9
Non-controlling interests		0.6	0.6
Adjusted profit for the year		582. 5	65 0.5
Adjusted earnings per share attributable to the Company’s
equity holders	8	17 9 . 3p	19 4 . 3p

† See Note 3 on pages 147 to 149 for further details of the alternative performance measures.

The Accounting policies and other Notes on pages 141 to 177 form part of these consolidated

financialstatements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Profit for the year		4 59.8	5 0 1. 0
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Actuarial loss on defined benefit pension schemes	25	(3 .7)	(3 5 .1)
Tax on items that will not be reclassified to profit or loss	7	0.9	8.2
Total items that will not be reclassified to profit or loss		(2 .8)	(26.9)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations		(3 1. 8)	(19 3 . 3)
Reclassification from translation reserve to income statement on disposal
of foreign operations	10	(5.6)	18 .7
(Loss)/gain recognised in cash flow hedge reserve		(6.9)	6.3
Gain taken to equity as a result of effective net investment hedges		5.2	20 .3
Tax on items that may be reclassified to profit or loss	7	1. 8	(1.7)
Total items that may be reclassified subsequently to profit or loss		( 3 7. 3)	(14 9 .7)
Other comprehensive expense for the year		(4 0 .1)	(17 6 . 6)
Total comprehensive income		419 .7	3 24. 4
Total comprehensive income is attributable to:
Company's equity holders		419 . 2	32 3. 8
Non-controlling interests		0.5	0.6
Total comprehensive income		419. 7	324 . 4

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2025

136 Bunzl plc Annual Report 2025

CONSOLIDATED BALANCE SHEET

at 31 December 2025

		2025	2024
	Notes	£m	£m
Assets
Property, plant and equipment	11	2 3 1 .1	2 13 . 3
Right-of-use assets	12	6 8 2 .1	6 9 7. 6
Intangible assets	13	3 , 6 1 8 .1	3,683.8
Defined benefit pension assets	25	34.2	35. 8
Derivative financial assets		6 .1	–
Deferred tax assets	20	21. 9	14 .1
Total non-current assets		4 , 593. 5	4, 6 4 4.6
Inventories	15	1,6 8 2 . 6	1,76 0 .9
Trade and other receivables	16	1, 7 2 9. 4	1 , 6 3 4 .1
Income tax receivable		15 . 8	13 . 0
Derivative financial assets		10. 8	28 .0
Cash and cash equivalents	28	5 4 0 .1	1,432. 9
Assets classified as held for sale		–	15 . 7
Total current assets		3 ,9 78 .7	4,88 4.6
Total assets		8,572.2	9 ,52 9.2

		2025	2024
	Notes	£m	£m
Equity
Share capital	21	1 04.2	10 6 . 4
Share premium		215 . 5	2 12 .1
Translation reserve		(3 56.6)	(324 . 6)
Other reserves		22 .0	24 . 3
Retained earnings		2,803.9	2,76 9. 2
Total equity attributable to the Company’s equity holders		2 ,7 89. 0	2,787 .4
Non-controlling interests		3.8	3.3
Total equity		2 ,7 92 . 8	2 ,7 9 0 .7
Liabilities
Interest bearing loans and borrowings	28	1,7 3 6 . 5	1 , 3 61. 7
Defined benefit pension liabilities	25	16 . 8	16 . 0
Other payables	17	240. 2	255.4
Provisions	19	55.4	49 .7
Lease liabilities	27	555.5	5 7 3 .7
Derivative financial liabilities		62 .9	82.8
Deferred tax liabilities	20	258.7	26 3. 3
Total non-current liabilities		2,92 6.0	2, 602 .6
Bank overdrafts	28	2 12 . 6	9 8 7. 9
Interest bearing loans and borrowings	28	203.8	619 . 2
Trade and other payables	17	2 ,1 0 8 . 4	2 , 2 0 6 .1
Income tax payable		7 7. 6	6 3 .7
Provisions	19	5 7. 5	5 7.1
Lease liabilities	27	1 8 7. 0	18 0 . 4
Derivative financial liabilities		6. 5	15 . 8
Liabilities relating to assets classified as held for sale		–	5.7
Total current liabilities		2,853.4	4 ,13 5 . 9
Total liabilities		5 ,7 79 .4	6 ,7 3 8 .5
Total equity and liabilities		8,572.2	9, 529. 2

The financial statements on pages 136 to 177 were approved by the Board of Directors of Bunzl plc

(Company registration number 358948) on 2 March 2026 and signed on its behalf by Frank van Zanten,

Chief Executive Officer and Richard Howes, Chief Financial Officer.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 137

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025

						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 2025	10 6 . 4	2 1 2 .1	(324 .6)	2.5	18 . 4	3.4	(6 3. 3)	2, 832. 5	2,787.4	3.3	2,790.7
Profit for the year								4 59. 2	459.2	0.6	459.8
Actuarial losses on defined benefit pension schemes								(3.7)	(3.7)	–	(3.7)
Foreign currency translation differences on foreign operations			(3 1.7)						(31.7)	(0.1)	(31.8)
Reclassification from translation reserve to income statement on disposal
of foreign operations			(5.6)						(5.6)	–	(5.6)
Gain taken to equity as a result of effective net investment hedges			5.2						5.2	–	5.2
Loss recognised in cash flow hedge reserve						(6. 9)			(6.9)	–	(6.9)
Income tax credit on other comprehensive expense			0 .1			1.7		0.9	2.7	–	2.7
Total comprehensive income			(3 2. 0)			(5. 2)		456.4	419.2	0.5	419.7
2024 interim dividend								(6 6 .7)	(66.7)	–	(66.7)
2024 final dividend								(17 5 . 5)	(175.5)	–	(175.5)
Movement from cash flow hedge reserve to inventory (net of tax)						0.6			0.6	–	0.6
Hyperinflation accounting adjustments 1								11. 2	11.2	–	11.2
Issue of share capital	0 .1	3.4							3.5	–	3.5
Own shares purchased for cancellation (Note 21)								(151. 5)	(151.5)	–	(151.5)
Own shares cancelled (Note 21)	(2. 3)				2.3				–	–	–
Employee trust shares							(3 8 .8)		(38.8)	–	(38.8)
Movement on own share reserves							35.8	(35 .8)	–	–	–
Share based payments (net of tax)								(0. 4)	(0.4)	–	(0.4)
At 31 December 2025	1 04.2	2 15 . 5	(35 6.6)	2.5	2 0 .7	(1. 2)	(6 6. 3)	2,8 70.2	2,789.0	3.8	2,792.8

138 Bunzl plc Annual Report 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025 continued

						Other reserves		Retained earnings	Total
									attributable to
	Share	Share	Translation		Capital	Cash flow	Own		the Company’s	Non-controlling	Total
	capital	premium	reserve	Merger	redemption	hedge	shares	Earnings	equity holders	interests	equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	10 8 . 6	20 5. 2	(17 0 . 2)	2.5	1 6 .1	(1.9)	(70.9)	2, 876 . 9	2,966.3	–	2,966.3
Profit for the year								50 0.4	500.4	0.6	501.0
Actuarial losses on defined benefit pension schemes								(3 5 .1)	(35.1)	–	(35.1)
Foreign currency translation differences on foreign operations			(19 3 . 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			(15 4 . 4)			4 .7		47 3. 5	323.8	0.6	324.4
2023 interim dividend								(61. 0)	(61.0)	–	(61.0)
2023 final dividend								(1 6 7. 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)								(3 0 1. 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	10 6 . 4	2 12 .1	(3 24 .6)	2. 5	18 . 4	3.4	(6 3 .3)	2, 8 32.5	2,787.4	3.3	2,790.7

1. IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ remains applicable for the Group’s businesses with a functional currency of the Turkish lira. The results of the Group’s businesses in Turkey have been adjusted for the effects of inflation in accordance with IAS 29.

See Note 1 for further details.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 139

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 December 2025

		2025	2024
	Notes	£m	£m
Cash flow from operating activities
Profit before income tax		620.5	673 .6
Adjusted for:
net finance expense	6	12 6 . 7	10 5 . 4
amortisation excluding software	13	151. 5	14 8 . 3
acquisition related items through operating profit	4	2 3.5	3 1.7
non-recurring pension scheme credit	25	–	(3 .2)
disposal of businesses	10	(11 . 9)	20. 3
Adjusted operating profit		910.3	9 7 6 .1
Adjustments:
depreciation and software amortisation	30	253. 2	2 35. 8
other non-cash items	30	3 .1	18 . 6
working capital movement	30	(3 0. 5)	(9 7.1)
Cash generated from operations before acquisition related items		1 ,13 6 .1	1,13 3 . 4
Cash outflow from acquisition related items	9	(4 3 .4)	(42. 0)
Income tax paid		(17 9 . 7)	(18 0 . 5)
Cash inflow from operating activities		9 13 . 0	9 10 . 9
Cash flow from investing activities
Interest received		50.9	61 . 4
Purchase of property, plant and equipment and software	11,13	(7 1. 5)	(5 4. 4)
Sale of property, plant and equipment and software		2 .7	17. 2
Purchase of businesses net of cash acquired	9	(11 8 . 5)	(6 36 . 2)
Disposal of businesses net of cash disposed	10	1 7. 0	2 .9
Cash outflow from investing activities		(119 . 4)	(609 . 1)
Cash flow from financing activities
Interest paid excluding interest on lease liabilities		(1 2 7. 3)	(12 6 . 6)
Dividends paid	22	(2 42 . 2)	(2 28.6)
Increase in borrowings		495.4	5 61. 7
Repayment of borrowings		(5 59. 2)	(132.9)
Receipts on settlement of foreign exchange contracts		8.9	24 . 2
Payment of lease liabilities – principal	27	(1 9 2 .1)	(17 8 . 2)
Payment of lease liabilities – interest	27	(4 0 .6)	(38.5)
Proceeds from issue of ordinary shares to settle share options		3.5	7. 0
Proceeds from exercise of market purchase share options		2 .8	5 3 .7
Purchase of own shares	21	(20 4 .8)	(247 .9)
Purchase of employee trust shares		(4 6 . 3)	(75. 0)
Cash outflow from financing activities		(9 0 1. 9)	(3 8 1 .1)
Decrease in cash, cash equivalents and overdrafts		(10 8 . 3)	(79. 3)

		2025	2024
	Notes	£m	£m
Cash, cash equivalents and overdrafts at start of year		4 45.0	5 51. 9
Decrease in cash, cash equivalents and overdrafts		(10 8 . 3)	(79. 3)
Currency translation		(9. 2)	(2 7. 6)
Cash, cash equivalents and overdrafts at end of year	28	327.5	4 45 .0
Alternative performance measures †
Cash generated from operations before acquisition related items		1 ,13 6 .1	1,13 3 . 4
Purchase of property, plant and equipment and software		(7 1. 5)	(54 .4)
Sale of property, plant and equipment and software		2.7	17. 2
Payment of lease liabilities	27	(23 2. 7)	(2 16 .7)
Operating cash flow		834.6	8 79. 5
Adjusted operating profit		910.3	9 7 6 .1
Add back depreciation of right-of-use assets	12	1 9 7. 8	1 8 6 .1
Deduct payment of lease liabilities	27	(23 2. 7)	(2 16 .7)
Lease adjusted operating profit		875. 4	9 45.5
Cash conversion (operating cash flow as a percentage of lease adjusted
operating profit)		95%	93%
Operating cash flow		834.6	87 9.5
Net interest paid excluding interest on lease liabilities		(76 . 4)	(65 . 2)
Income tax paid		(17 9 . 7)	(18 0 . 5)
Free cash flow		578.5	6 33.8

† See Note 3 on pages 147 to 149 for further details of the alternative performance measures.

140 Bunzl plc Annual Report 2025

NOTES

1 Basis of preparation

Bunzl plc (the ‘Company’) is a public company, which is limited by shares and is listed on the London

Stock Exchange. The Company is incorporated and domiciled in the United Kingdom and is registered

in England and Wales.

a. Basis of accounting

The consolidated financial statements for the year ended 31 December 2025 have been approved

by the Board of directors of Bunzl plc. They are prepared in accordance with UK-adopted International

Accounting Standards (‘IASs’) in conformity with the requirements of the Companies Act 2006 and the

applicable legal requirements of the Companies Act 2006. The consolidated financial statements also

comply fully with International Financial Reporting Standards (‘IFRSs’) as issued by the International

Accounting Standards Board (‘IASB’). They are prepared under the historical cost convention with

the exception of certain items which are measured at fair value as described in the accounting

policies below.

(i) Going concern

The directors, having reassessed the principal risks and uncertainties, consider it appropriate to adopt

the going concern basis of accounting in the preparation of the financial statements.

In reaching this conclusion, the directors noted the Group’s strong operating cash flow performance

in the year and the substantial funding held by the Group as described in the Financial Review. The

directors also considered a range of different forecast scenarios for the 18 month period from the date

of these financial statements to the end of June 2027 starting with a base case projection derived from

the Group’s 2026 Budget excluding any non-committed spending or changes in funding. The resilience

of the Group to a severe but plausible downside scenario was factored into the directors’

considerations. The severe but plausible downside scenario included a 15% reduction in adjusted

operating profit from the potential for adverse impacts from the crystallisation of the principal risks to

the Group’s organic growth and a reduction in the Group cash conversion to 80% (cash conversion in

2025 was 95% and in 2024 was 93%).

In addition, the Group has carried out a reverse stress test against the base case to determine the level

of performance that would result in a breach of financial covenants (as disclosed in Note 18). In order

for a breach of covenants to occur during the 18 month period to the end of June 2027 the Group would

need to experience a reduction in EBITDA of over 45% compared with the base case.

In the severe but plausible downside scenario it was found that the Group was resilient and in

particular it remained in compliance with the relevant financial covenants. The conditions required to

create the reverse stress test scenario were so severe that they were considered to be implausible.

The directors are therefore satisfied that the Group’s forecasts, and the severe but plausible downside

scenario applied to them, show that there are no material uncertainties over going concern, including

no anticipated breach of covenants, and therefore the going concern basis of preparation continues

to be appropriate.

(ii) Impact of hyperinflation on the financial statements at 31 December 2025

The Group’s financial statements include the results and financial position of its Turkish operations

restated to the measuring unit current at the end of the year, with hyperinflationary gains and losses in

respect of monetary items being reported in finance expense. Comparative amounts presented in the

financial statements have not been restated. The inflation rates used by the Group are the official rates

published by the Turkish Statistical Institute. The movement in the publicly available official price index

for the year ended 31 December 2025 was an increase of 31% (2024: increase of 44%) in Turkey.

IAS 29 requires that the income statement is adjusted for inflation in the year and translated at the

year end foreign exchange rates and that non-monetary assets and liabilities on the balance sheet

are inflated to reflect the change in purchasing power caused by inflation from the date of initial

recognition. For the year ended 31 December 2025, this resulted in an increase in goodwill of £5.2m

(2024: £7.5m). The impacts on other non-monetary assets and liabilities were immaterial. The impact

to retained earnings during the year was a gain of £11.2m (2024: gain of £17.1m). The total impact to the

Consolidated income statement during the year was a charge of £6.6m (2024: £9.8m) to profit after tax

from hyperinflation accounting adjustments, comprising a £6.8m adverse impact (2024: £9.9m adverse

impact) on adjusted profit before tax and a decreased tax charge of £0.2m (2024: £0.1m decreased

tax charge).

When applying IAS 29 on an ongoing basis, comparatives in a stable currency are not restated with

the translation effect presented within other comprehensive income during the year, and the effect

of inflating opening balances to the measuring unit current at the end of the reporting period

presented as a change in equity.

b. Newly adopted accounting policies

There are no new standards or amendments to existing standards that are effective that have had

a material impact on the Group. Based on the Group’s ongoing assessment, the Group does not

anticipate any new or revised standards and interpretations that are effective from 1 January 2026 and

beyond to have a material impact on its consolidated results or financial position.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 141

NOTES continued

2 Accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all

years presented in the consolidated financial statements.

a. Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group is either exposed

or has rights to variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. Subsidiaries are included in the consolidated financial

statements from the date that control commences until the date that control ceases. A list of all of the

Company’s subsidiary undertakings is included in the Related undertakings note in the Shareholder

information section on pages 191 to 197 and is incorporated by reference within these financial

statements and is, therefore, subject to audit. The results of all of the subsidiary undertakings are

included in full in these consolidated financial statements.

The following UK subsidiaries are exempt from the requirements under the Companies Act 2006

relating to the audit of individual financial statements by virtue of section 479A of the Act.

Company Name	Registered number
Bunzl American Holdings (No. 1) Limited	02865710
Bunzl American Holdings (No. 2) Limited	05286676
Bunzl Holding GTL Limited	0685352
Bunzl Holding LCE Limited	0970892
Bunzl Mexico Holdings 1 Limited	13558260
Bunzl Mexico Holdings 2 Limited	13558193
Bunzl Overseas Holdings Limited	02865701
Bunzl Overseas Holdings (No. 2) Limited	02090880
Bunzl Overseas Holdings (No. 3) Limited	08224950
Henares Limited	06387342
Yorse No. 1 Limited	04373660
Yorse No. 3 Limited	02317609
Selectuser Limited	03829908

(ii) Business combinations

The acquisition method of accounting is used to account for the acquisition of subsidiaries. Identifiable

assets acquired and liabilities and contingent liabilities assumed in a business combination are

measured initially at fair value at the acquisition date. The consideration paid or payable in respect of

acquisitions comprises amounts paid on completion and deferred consideration, excluding payments

which are contingent on the continued employment of former owners of businesses acquired. Where

material, deferred consideration is discounted to present value using an appropriate discount rate and

is unwound within finance expense over the relevant period. The excess of the consideration over the

fair value of the identifiable net assets acquired is recorded as goodwill. Payments that are contingent

on future employment are charged to the income statement over the period of employment.

Transaction costs and expenses such as professional fees are charged to the income statement in the

period they are incurred.

When less than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes

an option to purchase the remaining share capital of the subsidiary, the anticipated acquisition method

is applied, where judged appropriate to do so based on the risks and rewards associated with the

option to purchase, meaning that no non-controlling interest is recognised. A liability is carried on the

balance sheet equal to the fair value of the option and this is revised to fair value at each reporting date

with differences being recorded in acquisition related items in the income statement.

When less than 100% of the issued share capital of a subsidiary is acquired and the acquisition does

not include an option to purchase the remaining share capital of the subsidiary, the non-controlling

interests are stated at the non-controlling interests’ proportion of the fair values of the assets and

liabilities recognised.

(iii) Disposal of businesses

Where a subsidiary undertaking is sold, the profit or loss on disposal is calculated as the difference

between the aggregate of the fair value of the consideration received and the carrying amount of the

assets and liabilities of the subsidiary on the date of disposal less any transaction costs relating to the

disposal. On the disposal of a subsidiary with assets and liabilities denominated in foreign currency,

the cumulative translation difference associated with that subsidiary in the translation reserve is

credited or debited to the profit or loss on disposal recognised in the income statement. Cash received

on disposal of businesses is shown within investing activities in the Consolidated cash flow statement,

net of cash, cash equivalents and overdrafts disposed of and transaction costs paid.

(iv) Assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be

recovered principally through a sale transaction rather than through continuing use, they are available

for immediate disposal and the sale is highly probable. Non-current assets and disposal groups held for

sale are measured at the lower of their carrying amount or fair value less costs to sell.

(v) Transactions eliminated on consolidation

Intragroup balances and any unrealised gains and losses or income and expenses arising from

intragroup transactions are eliminated in preparing the consolidated financial statements.

b. Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are

translated at the exchange rate prevailing at that date. Foreign exchange differences arising on

translation are recognised in the income statement, unless they qualify for cash flow or net investment

hedge accounting treatment, in which case the effective portion is recognised directly in other

comprehensive income.

Assets and liabilities of foreign operations are translated at the exchange rate prevailing at the balance

sheet date. Income and expenses of foreign operations are translated at average exchange rates with

the exception of subsidiaries in hyperinflationary economies that are translated at the closing rate at

the end of the year. All resulting exchange differences, including exchange differences arising from the

translation of borrowings and other financial instruments designated as hedges of such balances, are

recognised directly in other comprehensive income and accumulated in the translation reserve.

Differences that have arisen since 1 January 2004, the date of transition to IFRS, are presented in this

separate component of equity.

c. Revenue

The Group is principally engaged in the delivery of goods to customers representing a single performance

obligation which is typically satisfied upon delivery of the relevant goods. Revenue related to the provision

142 Bunzl plc Annual Report 2025

NOTES continued

of services is recognised when the service is provided, which for the majority of the Group’s service

revenue represents a single performance obligation. Service revenue is recognised over time where it

relates to multiple performance obligations being satisfied, usually based on work completed to date.

Revenue is not recognised if there is significant uncertainty regarding recovery of the consideration due.

Revenue is valued at invoiced amounts, excluding sales taxes and including estimates for variable

consideration where relevant, such as returns, rebates and discounts, for which a liability is recognised

as required. Returns and early settlement discount liabilities are based on experience over an

appropriate period whereas volume discount (including rebates) liabilities are based on agreements

with customers and expected volumes.

d. Cost of goods sold

Cost of goods sold consists of the cost of the inventories sold or disposed of in the period where the

cost of inventories is net of supplier rebate income related to those inventories.

e. Supplier rebates

The Group has various rebate arrangements with a number of suppliers. Some of these arrangements

are based on the volume of products purchased and others are based on the volume of products sold.

Supplier rebate income is recognised in cost of goods sold concurrent with the sale of the inventories

to which it relates and is calculated by reference to the expected consideration receivable from each

rebate arrangement. Substantially all supplier rebate income is unconditional and non-judgemental.

Supplier rebate income is not recognised if there is significant uncertainty regarding recovery of the

amount due. Supplier rebate income accrued but not yet received is included in other receivables.

f. Share based payments

The Group operates a number of equity settled share based payment compensation plans. Details

of these plans are outlined in Note 21 and the Directors’ remuneration report. The total expected

expense is based on the fair value of options and other share based incentives at the grant date,

calculated using a valuation model, and is spread over the expected vesting period with a

corresponding credit to equity.

g. Leases

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The

right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any

initial direct costs incurred and any lease payments made at or before the lease commencement date,

less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight

line method from the commencement date to the earlier of the end of the useful life of the asset or the

end of the lease term. The lease liability is initially measured at the present value of the lease payments

that are not paid at the commencement date, discounted using the interest rate implicit in the lease. If

that rate cannot readily be determined, as is the case in the vast majority of the leasing activities of the

Group, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay

to borrow the funds necessary to obtain an asset in a similar economic environment with similar terms

and conditions. The lease liability is subsequently measured at amortised cost using the effective

interest method. It is remeasured when there is a change in future lease payments arising from a

change in an index/rate or a change in the Group’s assessment of whether it will exercise an extension

or termination option. When the lease liability is remeasured, a corresponding adjustment is made to

the right-of-use asset.

Judgements are involved in determining the lease term, particularly because termination options are

included in a number of property leases across the Group to facilitate operational flexibility. The

majority of termination options held are exercisable only by the Group and not by the respective lessor.

In determining the lease term, management considers all facts and circumstances that create an

economic incentive to exercise a termination option. Periods after the date of a termination option

are only included in the lease term if it is reasonably certain that the lease will not be terminated. The

assessment of the lease term is reviewed if a significant event or a significant change in circumstances

occurs that is within the control of the Group.

Payments associated with short term leases and leases of low value assets are recognised on a straight

line basis as an expense in profit or loss. Short term leases are leases with a lease term of 12 months or

less. Low value assets are assets with a value of less than £5,000 when new, typically small items of IT

equipment, office equipment and office furniture.

h. Income tax

Income tax in the income statement comprises current and deferred tax. Income tax is recognised in

the income statement except to the extent that it relates to items recognised directly in equity or other

comprehensive income.

Current tax is the expected tax payable or recoverable on the taxable income or loss for the year using

tax rates enacted or substantively enacted at the balance sheet date and any adjustments in respect

of prior years. Current tax payable is recognised when it is probable that the Group will be required to

settle the obligation. The Group’s policy for accounting for current tax payable or receivable where it is

uncertain is described in more detail in Note 2y – Sources of estimation uncertainty – Taxation.

Deferred tax is provided using the balance sheet liability method providing for temporary differences

arising between tax bases and carrying amounts in the consolidated financial statements. Deferred tax

is measured at the tax rates that are expected to be applied to temporary differences when they

reverse, based on the laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is not recognised for the following temporary differences: goodwill not deductible for

tax purposes, the initial recognition of assets and liabilities that affect neither accounting nor taxable

profits and differences relating to investments in subsidiaries to the extent that they will probably

not reverse in the foreseeable future and where the Company controls the timing of the reversal.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profit will

be available against which the temporary difference can be utilised.

i. Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any

impairment losses. The carrying values of property, plant and equipment are periodically reviewed

for impairment when events or changes in circumstances indicate that the carrying values may not be

recoverable. Where parts of an item of property, plant and equipment have different useful lives, they

are accounted for as separate items.

j. Depreciation

Depreciation is charged to the income statement on a straight line basis to write off cost less estimated

residual value over the assets’ estimated remaining useful lives. The estimated useful lives are as follows:

Buildings 50 years (or depreciated over life of lease if shorter than 50 years)

Plant and machinery 3 to 12 years

Fixtures, fittings and equipment 3 to 12 years

Freehold land Not depreciated

Assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if

appropriate, at each balance sheet date.

2 Accounting policies continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 143

NOTES continued

k. Intangible assets

(i) Goodwill

Acquisitions are accounted for using the acquisition method. As permitted by IFRS 1 ‘First-time

Adoption of International Financial Reporting Standards’, the Group chose to apply IFRS 3 ‘Business

Combinations’ from 1 January 2004 and elected not to restate previous business combinations.

For acquisitions made before 1 January 2004, goodwill represents the amount previously recorded

under UK Generally Accepted Accounting Practice (‘UK GAAP’). For acquisitions that occurred between

1 January 2004 and 31 December 2009, goodwill represents the cost of the business combination

in excess of the fair value of the identifiable assets, liabilities and contingent liabilities acquired. For

acquisitions that have occurred on or after 1 January 2010, goodwill represents the cost of the

business combination (excluding payments contingent on future employment and transaction costs

and expenses) in excess of the fair value of the identifiable assets, liabilities and contingent liabilities

acquired. Goodwill is allocated to cash generating units (‘CGUs’) and is tested annually for impairment.

Negative goodwill arising on acquisition is recognised immediately in the income statement.

(ii) Customer and supplier relationships, brands and technology

Customer and supplier relationships, brands and technology intangible assets acquired in a business

combination are recognised on acquisition and recorded at fair value. Subsequent to initial recognition,

customer and supplier relationships, brands and technology intangible assets are stated at cost less

accumulated amortisation and any impairment losses. Amortisation is charged to the income statement

on a straight line basis over the estimated useful economic lives which range from 3 to 19 years. The

carrying values of Customer and supplier relationships, brands and technology are periodically

reviewed for impairment when events or changes in circumstances indicate that the carrying values

may not be recoverable.

(iii) Software

Software is stated at historical cost less accumulated amortisation and any impairment losses.

The carrying values of software are periodically reviewed for impairment when events or changes

in circumstances indicate that the carrying values may not be recoverable. Amortisation is charged

to the income statement on a straight line basis over the estimated useful economic lives which

range from 3 to 10 years.

l. Impairment

The carrying amounts of the Group’s assets are reviewed annually to determine if there is any

indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated.

The recoverable amounts of assets carried at amortised cost are calculated as the present value of

estimated future cash flows, discounted at appropriate pre-tax discount rates. The recoverable

amounts of other assets are the greater of their fair value less the costs of disposal and the value in

use. In assessing the value in use, the estimated future cash flows are discounted to their present

values using appropriate pre-tax discount rates. Impairment losses are recognised when the carrying

amount of an asset or CGU exceeds its recoverable amount, with impairment losses being recognised

in the income statement.

m. Inventories

Inventories are valued at the lower of cost and net realisable value. The cost of inventories is based

on the first-in first-out principle and comprises the purchase price, net of any related supplier volume

rebates, plus import duties and other taxes, inbound freight and haulage costs and other related costs

incurred to bring the product to its present location and condition. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated cost of completion and estimated

cost necessary to make the sale. Provision is made for obsolete, slow moving or defective items and

market price movements where appropriate.

n. Trade and other receivables

Trade and other receivables are initially measured at fair value, which for trade receivables is equal

to the consideration expected to be received from the satisfaction of performance obligations.

Subsequent to initial recognition these assets are measured at amortised cost less any provision for

impairment losses including expected credit losses. In accordance with IFRS 9 ‘Financial Instruments’

the Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables. To measure the expected credit losses, trade

receivables have been grouped based on shared credit risk characteristics such as the ageing of the

debt and the credit risk of the customers. An historical credit loss rate is then calculated for each group

and adjusted to reflect expectations about future credit losses. Inputs and assumptions used for

expected credit loss provisions are based on local operating company historical experience and

expectations about future credit losses. The Group does not have any significant contract assets.

o. Trade and other payables

Trade and other payables are initially measured at fair value including any directly attributable

transaction costs. Subsequent to initial recognition these liabilities are measured at amortised cost.

The Group has contract liabilities in the form of deferred income which arises from consideration

received in advance of the satisfaction of performance obligations.

p. Financial instruments

Classification and measurement

Under IFRS 9, financial instruments are initially measured at fair value with subsequent measurement

depending upon the classification of the instrument. IFRS 13 ‘Fair Value Measurement’ defines fair value

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

All non-derivative financial assets and liabilities are subsequently held at amortised cost unless they are

in a fair value hedge relationship, with the exception of money market funds which are held at fair value.

Financial assets and liabilities held in a fair value hedge relationship are held at amortised cost with a

fair value adjustment with subsequent changes in this fair value adjustment recorded in the income

statement.

Derivatives and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently remeasured to their fair value at the end of each reporting period. The accounting for

subsequent changes in fair value depends on whether the derivative is designated as a hedging

instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives

as either:

• a hedge of the fair value of recognised assets or liabilities or a firm commitment (‘fair value hedge’);

• a hedge of a particular risk associated with the cash flows of recognised assets and liabilities and

highly probable forecast transactions (‘cash flow hedge’); or

• a hedge of a net investment in a foreign operation (‘net investment hedge’).

The Group documents its risk management objectives and strategy for undertaking its hedge

transactions. At inception of hedge relationships, the Group documents the economic relationship

between the hedging instruments and the hedged items.

2 Accounting policies continued

144 Bunzl plc Annual Report 2025

NOTES continued

The fair value of a hedging derivative is classified as a non-current asset or liability when the remaining

maturity of the hedged item is more than 12 months and as a current asset or liability when the

remaining maturity of the hedged item is 12 months or less.

(i) Fair value hedge

Where a derivative instrument is designated and qualifies as a hedge of a recognised asset or liability,

all changes in the fair value of the derivative are recognised immediately in the income statement within

finance expense. The carrying value of the hedged item is adjusted by the change in fair value that is

attributable to the risk being hedged with changes recognised in the income statement, also within

finance expense. The gain or loss relating to any ineffective portion of the hedging arrangement is

recognised immediately in finance expense in the income statement.

If the hedge relationship is de-designated, then from the point of de-designation there is no further fair

valuing of the hedged item. Any previous adjustment to the carrying amount of the hedged item is

amortised over the remaining maturity of the hedged item.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash

flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to any

ineffective portion is recognised immediately in the income statement.

Where a derivative instrument is designated and qualifies as a hedge of a forecast transaction, only the

change in fair value of the forward contract related to the spot component is designated as the hedging

instrument. Gains or losses relating to the effective portion of the change in the spot component of the

forward contract are initially recognised in the cash flow hedge reserve within equity. The change in the

forward element of the contract that relates to the hedged item is recognised in the income statement.

Gains or losses accumulated in equity are reclassified to the income statement when the hedged item

affects profit or loss. When the hedged item results in the recognition of a non-financial asset, the gains

or losses accumulated in equity are transferred from equity and included in the carrying amount of the

non-financial asset, with the deferred gains or losses ultimately being recognised in the income statement

as the non-financial asset affects profit or loss. This transfer is not a reclassification adjustment.

When a hedging instrument expires, any cumulative deferred gain/loss in equity relating to that

instrument remains in equity until the forecast transaction occurs at which point it is reclassified to

the income statement. When the forecast transaction is no longer expected to occur, the cumulative

deferred gain/loss recorded in equity is immediately reclassified to the income statement.

(iii) Net investment hedge

Foreign currency differences arising on the retranslation of a financial liability designated as a hedge

of a net investment in foreign operations are recognised directly in equity to the extent the hedge is

effective and are accumulated in a separate reserve within equity. To the extent that the hedge is

ineffective such differences are recognised in the income statement.

(iv) Other derivative instruments

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any

derivative instrument that does not qualify for hedge accounting are recognised immediately in the

income statement.

q. Cash, cash equivalents and overdrafts

Cash and cash equivalents, as reported in the balance sheet, comprises cash at bank and in hand and

money market funds. Cash at bank and in hand includes cash balances and short term deposits with

maturities of three months or less from the date the deposit is made.

Cash, cash equivalents and overdrafts, as reported in the cash flow statement, comprises cash at bank

and in hand, money market funds and bank overdrafts.

r. Net debt

Net debt is defined as interest bearing loans and borrowings adjusted for the fair value of interest rate

swaps on fixed interest rate borrowings and other derivatives managing the interest rate risk and

currency profile less cash, cash equivalents and overdrafts.

Interest bearing loans and borrowings include commercial paper issued by the Group under its

euro-commercial paper and US commercial paper programmes. Cash flows from the issuance and

redemption of commercial paper are disclosed net in the cash flow statement because the instruments

have short maturities and are frequently rolled over.

s. Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive

obligation as a result of a past event that can be reliably measured and it is probable that an outflow

of economic benefits will be required to settle the obligation. If the effect is material, provisions are

determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific

to the liability.

t. Investment in own shares

The cost of shares held either directly (treasury shares) or indirectly (employee benefit trust shares)

is deducted from equity. Repurchased shares are classified as treasury shares and are presented as

a deduction from total equity. When treasury shares are subsequently sold or reissued, the amount

received is recognised as an increase in equity and the resulting surplus or deficit on the transaction

is recognised in retained earnings. Shares repurchased under the share buyback programme, which

are immediately cancelled, are not shown as treasury shares, but are shown as a deduction from the

profit and loss account reserve in the group statement of changes in equity. When an irrevocable

commitment to repurchase shares is entered into, the value of the commitment is recognised as an

accrual within trade and other payables in the balance sheet, with a corresponding charge recognised

in the profit and loss account reserve in the consolidated statement of changes in equity.

At each reporting date the Group remeasures the value of the shares held in the employee benefit trust

to present them in the own shares reserve at the market value of those shares at the reporting date.

This is done through a reclassification from retained earnings to the own shares reserve. This

movement has no effect on the actual numbers of shares held by the employee benefit trust.

u. Retirement benefits

(i) Defined contribution pension schemes

A defined contribution pension scheme is a post-employment benefit scheme under which the

Company pays fixed contributions into a separate fund and will have no legal or constructive obligation

to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits

relating to employee service in the current and prior periods. Obligations for contributions to defined

contribution pension schemes are recognised as an expense in the income statement in the periods

during which services are rendered by employees.

2 Accounting policies continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 145

NOTES continued

(ii) Defined benefit pension schemes

A defined benefit pension scheme is a post-employment benefit plan other than a defined contribution

pension scheme. Defined benefit pension schemes are recognised on the balance sheet as a defined

benefit pension asset or a defined benefit pension liability based on the difference between the fair

value of pension scheme assets and the present value of pension scheme liabilities.

The present value of pension scheme liabilities is calculated by a qualified actuary using the projected

unit method by estimating the amount of future benefit that employees have earned in return for their

service in the current and prior periods, discounted using the rate applicable to AA rated corporate

bonds that have a similar maturity and currency to the pension scheme liabilities. The fair value of any

pension scheme assets (at mid price) is deducted from the present value of pension scheme liabilities

to determine the net deficit or surplus of each scheme. Remeasurements arising from defined benefit

pension schemes comprise actuarial gains and losses on pension scheme liabilities and the actual

return on pension scheme assets excluding amounts already included in net interest. The net actuarial

gain or loss for the year is recorded in full in the statement of comprehensive income.

Current service cost, past service cost or gain and gains and losses on any settlements and

curtailments are credited or charged to the income statement. Past service cost is recognised

immediately to the extent benefits are already vested. Net interest on the net defined benefit pension

liability or asset is calculated by applying the discount rate used to measure the defined benefit pension

scheme deficit or surplus at the beginning of the year to the net defined benefit pension liability or

asset at the beginning of the year. Net interest is recorded within finance expense or finance income

in the income statement.

When the valuation of a defined benefit pension scheme results in a surplus, the recognised defined

benefit pension asset is limited to the present value of benefits available in the form of any future

refunds from the pension scheme or reductions in future contributions and takes into account the

adverse effect of any minimum funding requirements.

v. Dividends

The interim dividend is recognised in the statement of changes in equity in the period in which it is paid

and the final dividend in the period in which it is approved by shareholders at the Annual General

Meeting.

w. Hyperinflationary economies

Where the Group has operations in countries to which hyperinflation accounting applies, the financial

statements of the business concerned are accounted for under IAS 29 ‘Financial Reporting in

Hyperinflationary Economies’. See Note 1a(ii) for details on the impact of hyperinflation accounting in

the current year.

x. Judgements made in applying the Group’s accounting policies

In the course of preparing the financial statements, the following judgements, in addition to those

made in determining estimates and assumptions (see Note 2y below), were made in the process of

applying the Group’s accounting policies that have had a significant effect on the amounts recognised

in the financial statements:

Determining lease terms under the application of IFRS 16 ‘Leases’

In measuring its right-of-use assets and lease liabilities, management is required to make judgements,

particularly in relation to lease termination options. Periods after the date of a termination option are

only included in the lease term if it is reasonably certain that the lease will not be terminated. As the

Group holds a portfolio of leases and determines lease terms on a case-by-case basis, it is

impractical to provide any meaningful quantification of the impact the judgements taken compared

with other assumptions that might have been applied have had on the overall amounts recognised

in the financial statements.

Non-controlling interests

In determining whether to recognise a non-controlling interest for business combinations whereby less

than 100% of the issued share capital of a subsidiary is acquired, and the acquisition includes an option

to purchase the remaining share capital of the subsidiary, management is required to make judgements

in relation to whether the risks and rewards associated with the non-controlling interest have

substantially transferred to the Group. Management determines this on a case-by-case basis but if

different judgements were applied, it could have a significant effect on certain amounts recognised in

the financial statements, including goodwill, deferred consideration and non-controlling interests.

y. Sources of estimation uncertainty

In applying the Group’s accounting policies various transactions and balances are valued using

estimates or assumptions. Should these estimates or assumptions prove incorrect, there may be

an impact on the following year’s financial statements. As at 31 December 2025, while not expected

to result in a material change in the carrying value of assets or liabilities in the next 12 months, the

following estimates or assumptions were used in applying the Group’s accounting policies.

Defined benefit pension schemes

The measurement of the present value of defined benefit pension scheme liabilities involves the use

of various actuarial assumptions. The Group uses independent actuarial experts to assist with the

estimation of the discount rates, inflation rates and longevity assumptions used for the measurement

of defined benefit pension scheme liabilities but the actual liabilities could be materially different. The

main risks to which the Group is exposed in relation to the valuation of the defined benefit pension

schemes are described in Note 25. The Group’s net pension asset balance as at 31 December 2025 was

£17.4m (2024: £19.8m).

Fair values for assets and liabilities acquired

Part of the Company’s strategy is to grow through acquisitions. Acquisitions are accounted for using the

acquisition method as described in the business combinations accounting policy, Note 2a(ii), and the

goodwill accounting policy, Note 2k(i). This includes the determination of fair values for assets and

liabilities acquired, including the separate identification of intangible assets, which use assumptions

and estimates and are therefore subjective. The Group has developed a process to meet the

requirements of IFRS 3 including the separate identification of customer and supplier relationships,

brands and technology intangible assets based on estimated future performance and customer

attrition rates. This formal process is applied to each acquisition and involves an assessment of the

assets acquired and liabilities assumed with assistance provided by external valuation specialists where

appropriate. Until this assessment is complete, the allocation period remains open up to a maximum of

12 months from the relevant acquisition date. The process applied is described in Note 9.

Deferred and contingent consideration

The consideration paid or payable in respect of acquisitions comprises amounts paid on completion

and deferred and contingent consideration. The amounts for deferred and contingent consideration,

principally relating to earn outs and options over non-controlling interests, are estimated by calculating

the present value of the future expected cash flows which is dependent on management’s estimates in

respect of the forecasting of future cash flows, in particular the expected profitability. Movements in

the estimated liability in respect of earn outs and put options are recognised in acquisition related

items through operating profit in the income statement. As at 31 December 2025, the Group carried

a liability for deferred consideration of £225.7m (2024: £258.2m).

2 Accounting policies continued

146 Bunzl plc Annual Report 2025

NOTES continued

Recoverability of goodwill, customer and supplier relationships, brands and technology

intangible assets

As noted above, part of the Company’s strategy is to grow through acquisitions which has led to

material goodwill, customer and supplier relationships, brands and technology intangible assets being

recognised on the balance sheet. Goodwill, which is allocated across CGUs, is tested annually to

determine whether it is impaired by comparing the carrying amount of the goodwill to the recoverable

amount of the CGU to which it has been allocated. Assumptions and estimates are used to determine

the recoverable amount of each CGU, principally based on the present value of estimated future cash

flows. Actual performance may differ from management’s expectations. The estimates and

assumptions used in performing impairment testing are described in Note 13. Customer and supplier

relationships, brands and technology intangible assets are also reviewed annually for indicators of

impairment and if an indicator of impairment exists then similar recoverability testing, involving the

use of estimates and assumptions, is performed for the business to which the customer relationships,

brands and technology intangible assets relate. The useful economic lives of customer and supplier

relationships, brands and technology intangible assets are also reviewed at least annually, with any

revisions to the original estimated useful economic lives accounted for prospectively. As at

31 December 2025 the goodwill balance was £2,335.2m (2024: £2,286.1m), the amount of customer

and supplier relationships intangible assets was £1,125.6m (2024: £1,235.8m), the amount of brands

intangible assets was £110.0m (2024: £116.4m) and the amount of technology intangible assets was

£3.8m (2024: £5.3m).

Trade receivables and inventory provisions

As at 31 December 2025, the Group carried trade receivables provisions of £43.1m (2024: £39.6m)

and provisions for slow moving, obsolete or defective inventories and market price movements

of £145.3m (2024: £143.5m).

Taxation

The Group operates in many countries and is therefore subject to tax laws in a number of different tax

jurisdictions. The amount of tax payable or receivable on profits or losses for any period is subject to

the agreement of the tax authority in each respective jurisdiction and the tax liability or asset position

is open to review for several years after the relevant accounting period ends. In determining the

provisions for income taxes, management is required to make assumptions based on interpretations of

tax statute and case law, which it does after taking account of professional advice and prior experience.

The majority of the Group’s tax payable balance of £77.6m (2024: £63.7m) relates to provisions for

uncertain tax matters. Uncertainties in respect of enquiries and additional tax assessments raised

by tax authorities are measured by management according to the guidance provided by IFRIC 23

‘Uncertainty over Income Tax Treatments’ but the amounts ultimately payable or receivable may differ

from the amounts of any provisions recognised in the consolidated financial statements as a result

of the estimates and assumptions used.

Management does not consider there to be any significant risks of material adjustment within the next

financial year because tax provisions cover a range of matters across multiple tax jurisdictions with

a variety of timescales before such matters are expected to be concluded.

3 Alternative performance measures

In addition to the various performance measures defined under IFRS, the Group reports a number

of other measures that are designed to assist with the understanding of the underlying performance

of the Group and its businesses. These measures are not defined under IFRS and, as a result, do not

comply with Generally Accepted Accounting Practice (‘GAAP’) and are therefore known as ‘alternative

performance measures’. Accordingly, these measures, which are not designed to be a substitute for

any of the IFRS measures of performance, may not be directly comparable with other companies’

alternative performance measures. The principal alternative performance measures used within the

consolidated financial statements and the location of the reconciliation to equivalent IFRS measures

are shown and defined in the table below where applicable:

Organic revenue	Revenue excluding the incremental impact of acquisitions and disposals compared to revenue
growth	in prior years at constant exchange
Underlying	Revenue excluding the incremental impact of acquisitions and disposals compared to revenue
revenue growth	in prior years at constant exchange, adjusted for differences in trading days between years
	and adjusted to exclude growth in excess of 26% per annum in hyperinflationary economies
	(reconciled in the Financial review)
Adjusted	Operating profit 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	(reconciled in Note 6)
Adjusted profit	Profit before income tax, amortisation excluding software, acquisition related items, non-
before income tax	recurring pension scheme charges/credits and profit or loss on disposal of businesses
	(reconciled in the following tables)
Adjusted profit	Profit for the year before amortisation excluding software, acquisition related items, non-
for the year	recurring pension scheme charges/credits, profit or loss on disposal of businesses and the
	associated tax (reconciled in the following tables)
Effective tax rate	Tax on adjusted profit before income tax as a percentage of adjusted profit before income
	tax (reconciled in Note 7)
Adjusted earnings	Adjusted profit for the year attributable to the Company’s equity holders divided by the
per share	weighted average number of ordinary shares in issue (reconciled in the following tables and in
	Note 8)
Adjusted diluted	Adjusted profit for the year attributable to the Company’s equity holders divided by the diluted
earnings per share	weighted average number of ordinary shares (reconciled in Note 8)
Operating	Cash 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 plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 147

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 2025 so that they can be compared
	without the distorting impact of changes caused by foreign exchange translation. The principal
	exchange rates used for 2025 and 2024 can be found in the Financial review on page 29

3 Alternative performance measures continued

There have been no new alternative performance measures during the period and all alternative

performance measures have been calculated consistently with the methods applied in the consolidated

financial statements for the year ended 31 December 2024.

A number of the alternative performance measures listed above exclude the charge for amortisation

excluding software, acquisition related items, non-recurring pension scheme charges/credits, profit

or loss on disposal of businesses and any associated tax, where relevant.

Acquisition related items through operating profit comprise deferred consideration relating to the

retention of former owners of businesses acquired, transaction costs and expenses, adjustments to

previously estimated earn outs, customer relationships asset impairment charges, goodwill impairment

charges and interest on acquisition related income tax. Total acquisition related items also include

interest on unwinding of discounting deferred consideration, which is included in net finance expense.

Amortisation excluding software comprises amortisation of customer and supplier relationships,

brands and technology intangible assets. Acquisition related items, amortisation (excluding software)

and any associated tax are considered by management to form part of the total spend on acquisitions

or are non-cash items resulting from acquisitions. The non-recurring pension scheme charges/credit

relate to non-recurring charges arising from the Group’s participation in a number of defined benefit

pension schemes. In the year ended 31 December 2025 there were no non-recurring pension scheme

charges. In the year ended 31 December 2024 the non-recurring pension scheme credit relates to a

gain on curtailment of the UK defined benefit pension scheme following the scheme’s closure to further

accrual in May 2024. Disposal of businesses in the year ended 31 December 2025 relates to the profit

on disposal of R3 Safety in North America on 31 January 2025. Disposal of businesses in the year ended

31 December 2024 relates to the loss on disposal of the Group’s business in Argentina on 14 March

2024 and a healthcare business in Germany on 12 July 2024. None of these items relate to the trading

performance of the business. Accordingly, these items are not taken into account by management

when assessing the results of the business and are removed in calculating the profitability measures by

which management assesses the performance of the Group. However, it should be noted that they do

exclude charges that nevertheless do impact the Group’s cash flow and GAAP financial performance.

Other alternative performance measures, including the Group’s key performance indicators which

are set out and defined on pages 36 to 38, are used to monitor the performance of the Group and a

number of these are based on, or derived from, the alternative performance measures noted above.

148 Bunzl plc Annual Report 2025

NOTES continued

3 Alternative performance measures continued

Reconciliation of alternative performance measures to IFRS measures

The principal profit related alternative performance measures, being adjusted operating profit, adjusted profit before income tax, adjusted profit for the year and adjusted earnings per share, are reconciled to

the most directly reconcilable statutory measures in the tables below:

Year ended 31 December 2025

					Adjusting items
	Alternative
	performance	Amortisation	Acquisition	Non-recurring pension	Disposal of	Statutory
	measures	excluding software	related items	scheme credit	businesses	measures
	£m	£m	£m	£m	£m	£m
Adjusted operating profit	910.3	(151.5)	(23.5)	–		735.3	Operating profit
Finance income	54.6					54.6	Finance income
Adjusted finance expense	(177.8)		(3.5)			(181.3) Finance expense
Disposal of businesses	–				11.9	11.9	Disposal of businesses
Adjusted profit before income tax	787.1	(151.5)	(27.0)	–	11.9	620.5	Profit before income tax
Tax on adjusted profit	(204.6)	39.5	5.7	–	(1.3)	(160.7) Income tax
Adjusted profit for the year	582.5	(112.0)	(21.3)	–	10.6	459.8	Profit for the year
Adjusted earnings per share attributable							Basic earnings per share attributable to the
to the Company’s equity holders	179.3p	(34.5)p	(6.6)p	–	3.3p	141.5p	Company’s equity holders

Year ended 31 December 2024

					Adjusting items
	Alternative
	performance	Amortisation excluding	Acquisition	Non-recurring pension	Disposal of	Statutory
	measures	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 to						Basic earnings per share attributable to the
the Company’s equity holders	194.3p	(31.5)p	(7.8)p	0.7p	(6.1)p	149.6p	Company’s equity holders

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 149

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 2025

	North	Continental	UK &	Rest of
	America	Europe	Ireland	the World	Corporate	Total
	£m	£m	£m	£m	£m	£m
Revenue	6,276.7	2,442.0	1,883.6	1,24 3.1		11,845.4
Adjusted operating profit/(loss)	440.5	204.7	153.1	145.3	(33.3)	910.3
Amortisation excluding software	(51.9)	(44.8)	(26.3)	(28.5)		(151.5 )
Acquisition related items through operating profit	(3.1)	(18.4)	10.6	(12.6)		(23.5 )
Non-recurring pension scheme
credit	–	–	–	–	–	–
Operating profit/(loss)	385.5	141.5	137.4	104.2	(33.3)	735.3
Finance income						54.6
Finance expense						(181.3 )
Disposal of businesses						11.9
Profit before income tax						620.5
Adjusted profit before income tax						787.1
Income tax						(160.7 )
Profit for the year						459.8
Operating margin	7.0%	8.4%	8.1%	11.7%		7.7%
Return on average
operating capital	40.5%	34.5%	40.5%	35.5%		37.0%
Purchase of property, plant
and equipment	19.7	17.6	11.9	6.3	0.1	55.6
Depreciation of property, plant
and equipment	11.2	12.5	12.0	6.5	0.2	42.4
Additions to right-of-use assets	59.0	55.5	31.2	11.3	–	157.0
Depreciation of right-of-use
assets	88.2	45.8	42.2	20.9	0.7	197.8
Purchase of software	3.1	5.6	6.1	1.0	0.1	15.9
Software amortisation	3.8	5.1	2.5	1.2	0.4	13.0

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 pensions 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

4 Segment analysis

150 Bunzl plc Annual Report 2025

NOTES continued

	2025	2024
Acquisition related items through operating profit	£m	£m
Deferred consideration relating to the retention of former owners
of businesses acquired	47.1	45.5
Transaction costs and expenses	11.2	25.9
Adjustments to previously estimated earn outs and minority options	(45.5)	(42.0)
	12.8	29.4
Customer relationships impairment charges (Note 13)	10.7	2.3
	23.5	31.7

Reportable segments are determined based on quantitative thresholds in accordance with IFRS 8

‘Operating Segments’. The three business areas of North America, Continental Europe and UK &

Ireland are operating segments that meet the quantitative thresholds for reportable segments and

are therefore disclosed separately above. The Rest of the World business area contains businesses

in Latin America and Asia Pacific which individually do not meet the quantitative thresholds for separate

disclosure as reportable segments. Rest of the World is therefore an ‘other’ segment that is disclosed

above as a reportable segment as this information is considered to be useful to users of the financial

statements and it also helps to reconcile the results of the reportable segments to the Group’s

consolidated results.

The revenue presented relates to external customers. Sales between the business areas are not

material. Each of the business areas supplies a range of products to customers operating primarily

in the grocery, foodservice, safety, cleaning & hygiene, retail and healthcare market sectors but results

are not monitored on this basis. The performance of the four business areas is assessed by reference

to adjusted operating profit and this measure also represents the segment results for the purposes of

reporting in accordance with IFRS 8. Debt and associated interest is managed at a Group level and

therefore has not been allocated across the business areas.

In the year ended 31 December 2025 the Group had no customer that represented 10% or more of

total Group revenue (2024: no customers).

As noted above, the businesses within each operating segment operate in a number of different

countries and sell products across a range of market sectors, with the vast majority of revenue

generated from the delivery of goods to customers. The following table provides a breakdown of

revenue by market sector. The other category covers a wide range of market sectors, none of which

is sufficiently material to warrant separate disclosure.

	2025	2024
Revenue by market sector	£m	£m
Foodservice	3,690.0	3,453.2
Grocery	2,862.6	2,991.2
Safety	1,768.2	1,820.9
Retail	918.6	950.4
Cleaning & Hygiene	1,263.3	1,220.7
Healthcare	823.4	759.0
Other	519.3	581.0
	11,845.4	11,776.4

Revenue attributable to the UK, the parent company’s country of domicile, for the year ended

31 December 2025 was £1,648.7m, representing 14% of the Group’s total (2024: £1,453.5m,

representing 12% of the Group’s total). Revenue attributable to foreign countries in total was

£10,196.7m, representing 86% of the Group’s total (2024: £10,322.9m, representing 88% of the Group’s

total). Six foreign countries account for the majority of the revenue attributable to foreign countries,

these being USA, Canada, France, the Netherlands, Australia and Brazil. These six foreign countries

account for 68% of the Group’s revenue (2024: 71%).

Non-current segment assets attributable to the UK, the parent company’s country of domicile, for the

year ended 31 December 2025 were £1,014.9m, representing 22% of the Group’s total (2024: £1,031.8m,

representing 22% of the Group’s total). Non-current segment assets attributable to foreign countries in

total were £3,522.5m, representing 78% of the Group’s total (2024: £3,562.9m, representing 78% of the

Group’s total). Six foreign countries account for the majority of the non-current segment assets

attributable to foreign countries, these being USA, Canada, France, the Netherlands, Australia and

Brazil. These six foreign countries account for 54% of the Group’s total non-current segment assets

(2024: 56%).

The table below reconciles segment assets and liabilities to the Group’s total assets and total liabilities.

Unallocated assets and liabilities include corporate assets and liabilities, tax assets and liabilities, cash

at bank and in hand, bank overdrafts, interest bearing loans and borrowings, derivative financial assets

and liabilities and defined benefit pension assets and liabilities.

At 31 December 2025

	North	Continental	UK &	Rest of
	America	Europe	Ireland	the World	Unallocated	Total
	£m	£m	£m	£m	£m	£m
Segment assets	2,888.8	2 ,152.4	1,649.5	1,234.4		7,925.1
Unallocated assets					647.1	647.1
Total assets	2,888.8	2,152.4	1,649.5	1,234.4	6 47.1	8,572.2
Segment liabilities	1,169.3	784.2	745.7	376.7		3,075.9
Unallocated liabilities					2,703.5	2,703.5
Total liabilities	1,169.3	784.2	745.7	376.7	2,703.5	5,779.4

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

4 Segment analysis continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 151

NOTES continued

5 Analysis of operating income and expenses

	2025	2024
	£m	£m
Cost of goods sold	8,427.7	8,383.8
Employee costs (Note 26)	1,238.0	1,218.2
Non-recurring pension scheme credit (Note 25)	–	(3.2)
Depreciation of property, plant and equipment (Note 11)	42.4	37.8
Depreciation of right-of-use assets (Note 12)	197.8	186.1
Amortisation excluding software (Note 13)	151.5	148.3
Amortisation of software (Note 13)	13.0	11.9
Acquisition related items through operating profit (Note 4)	23.5	31.7
Net impairment losses on trade receivables (Note 16)	2.5	1.0
Profit on disposal of property, plant and equipment and software	(1.5)	(12.3)
Restructuring costs	2.5	5.9
Expense relating to short term leases and low value assets	5.3	5.0
Lease and sublease income	(4.0)	(4.8)
Other operating expenses	1,011.4	967.7
Net operating expenses	11,110.1	10,977.1

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.

			2025			2024
	UK	Overseas	Total	UK	Overseas	Total
Auditors’ remuneration	£m	£m	£m	£m	£m	£m
Audit of these financial statements	1.3	–	1.3	1.3	–	1.3
Amounts receivable by the Company’s
auditors * in respect of:
audit of financial statements of subsidiaries of the Company	0.9	3.0	3.9	1.1	3.2	4.3
audit related assurance services	0.2	–	0.2	0.2	–	0.2
all other services	0.1	–	0.1	0.4	–	0.4
Total auditors’ remuneration	2.5	3.0	5.5	3.0	3.2	6.2

* 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. 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 104 to 106.

6 Finance income/(expense)

	2025	2024
	£m	£m
Interest on cash and cash equivalents	29.6	46.7
Interest income from foreign exchange contracts	21.6	19.9
Net interest income on defined benefit pension schemes in surplus	2.0	3.1
Interest related to income tax	0.4	1.8
Other finance income	1.0	1.1
Finance income	54.6	72.6
Interest on loans and overdrafts	(119.3)	(122.4)
Lease interest expense	(40.6)	(38.5)
Interest expense from foreign exchange contracts	(12.9)	(6.1)
Net interest expense on defined benefit pension schemes in deficit	(0.8)	(0.7)
Fair value (loss)/gain on US private placement notes and senior bonds in a hedge relationship	(26.5)	3.9
Fair value gain/(loss) on interest rate swaps in a hedge relationship	25.9	(4.1)
Foreign exchange loss on intercompany funding	(12.7)	(35.5)
Foreign exchange gain on external debt and foreign exchange
forward contracts	12.4	34.8
Interest related to income tax	–	(1.4)
Monetary loss from hyperinflation accounting 1	(2.3)	(3.6)
Other finance expense	(1.0)	(2.2)
Adjusted finance expense	(177.8)	(175.8)
Interest on unwinding of discounting on deferred consideration	(3.5)	(2.2)
Finance expense	(181.3)	(178.0)
Net finance expense	(126.7)	(105.4)

1. See Note 1 for further details.

The foreign exchange loss on intercompany funding arises as a result of the retranslation of foreign

currency intercompany loans. This loss on intercompany funding is substantially matched by the foreign

exchange gain on external debt and foreign exchange forward contracts not in a hedge relationship

which minimises the foreign currency exposure in the income statement.

152 Bunzl plc Annual Report 2025

NOTES continued

	2025	2024
	£m	£m
Current tax on profit
current year	186.9	208.9
adjustments in respect of prior years	(7.7)	(20.0)
	179.2	188.9
Deferred tax on profit
current year	(19.0)	(28.4)
adjustments in respect of prior years	0.5	12.1
	(18.5)	(16.3)
Income tax on profit	160.7	172.6

In assessing the underlying performance of the Group, management uses adjusted profit before

income tax. The tax effect of the adjusting items (see Note 3) is excluded in monitoring the effective

tax rate (being the tax rate on adjusted profit before income tax) which is shown in the table below.

	2025	2024
	£m	£m
Income tax on profit	160.7	172.6
Tax associated with adjusting items	43.9	49.8
Tax on adjusted profit	204.6	222.4
Profit before income tax	620.5	673.6
Adjusting items (Note 3)	166.6	199.3
Adjusted profit before income tax	787.1	872.9
Reported tax rate	25.9%	25.6%
Effective tax rate	26.0%	25.5%

			2025			2024
		Tax credit/			Tax credit/
Tax on other comprehensive income/	Gross	(charge)	Net	Gross	(charge)	Net
(expense) and equity	£m	£m	£m	£m	£m	£m
Actuarial loss on defined benefit pension
schemes	(3.7)	0.9	(2.8)	(35.1)	8.2	(26.9)
Foreign currency translation differences
on foreign operations	(31.8)	0.1	(31.7)	(193.3)	(0.1)	(193.4)
Reclassification from translation reserve to income statement on disposal of foreign
operation	(5.6)	–	(5.6)	18.7	–	18.7
Gain taken to equity as a result of effective
net investment hedges	5.2	–	5.2	20.3	–	20.3
(Loss)/gain recognised in cash flow hedge
reserve	(6.9)	1.7	(5.2)	6.3	(1.6)	4.7
Other comprehensive expense	(42.8)	2.7	(40.1)	(183.1)	6.5	(176.6)
Dividends	(242.2)	–	(242.2)	(228.6)	–	(228.6)
Movement from cash flow hedge reserve
to inventory	0.6	–	0.6	0.8	(0.2)	0.6
Hyperinflation accounting adjustments	11.2	–	11.2	17.1	–	17.1
Issue of share capital	3.5	–	3.5	7.0	–	7.0
Own shares purchased for cancellation	(151.5)	–	(151.5)	(301.2)	–	(301.2)
Non-controlling interest on acquisition	–	–	–	2.7	–	2.7
Employee trust shares	(38.8)	–	(38.8)	(16.6)	–	(16.6)
Share based payments	3.5	(3.9)	(0.4)	17.2	1.8	19.0
Other comprehensive expense and equity	(456.5)	(1.2)	(457.7)	(684.7)	8.1	(676.6)

7 Income tax

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 153

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% (2024: 25.0%). Although the Group is subject to the global minimum tax regime known as Pillar

2, this is not expected to cause any significant increase in the Group’s tax liabilities. The adjustments to

the tax charge at the weighted average rate to determine the income tax on profit are as follows:

	2025	2024
	£m	£m
Profit before income tax	620.5	673.6
Weighted average rate	25.6%	25.1%
Tax charge at weighted average rate	158.7	168.9
Effects of:
non-deductible expenditure	7.1	9.7
impact of intercompany finance	1.0	1.4
change in tax rates	0.1	(0.4)
inflation: tax and accounting impacts	1.2	1.3
adjustments in respect of prior years	(7.2)	(7.9)
other current year items	(0.2)	(0.4)
Income tax on profit	160.7	172.6

	2025	2024
Deferred tax charge/(credit) in the income statement	£m	£m
Property, plant and equipment	1.2	0.4
Defined benefit pension schemes	0.1	1.4
Goodwill, customer and supplier relationships, brands and technology	(26.2)	(23.8)
Provisions and accruals	2.4	7.0
Inventories	0.3	2.7
Leases	(1.2)	(0.9)
Share based payments	7.6	(0.9)
Other	(2.7)	(2.2)
Deferred tax on profit	(18.5)	(16.3)

8 Earnings per share attributable to the Company’s equity holders

	2025	2024
	£m	£m
Profit for the year attributable to the Company’s equity holders	459.2	500.4
Adjusted for:
amortisation excluding software	151.5	148.3
acquisition related items	27.0	33.9
(profit)/loss on disposal of businesses	(11.9)	20.3
non-recurring pension scheme credit	–	(3.2)
tax credit on adjusting items	(43.9)	(49.8)
Adjusted profit for the year attributable to the Company’s equity holders	581.9	649.9

	2025	2024
Basic weighted average number of ordinary shares in issue (million)	324.6	334.4
Dilutive effect of employee share plans (million)	1.4	2.1
Diluted weighted average number of ordinary shares (million)	326.0	336.5
Basic earnings per share attributable to the Company’s equity holders	141.5p	149.6p
Adjustment	37.8p	44.7p
Adjusted earnings per share attributable to the Company’s equity holders	179.3p	194.3p
Diluted basic earnings per share attributable to the Company’s equity holders	140.9p	148.7p
Adjustment	37.6p	44.4p
Adjusted diluted earnings per share attributable to the Company’s equity holders	178.5p	193.1p

9 Acquisitions

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 2025 the allocation period

for all acquisitions completed since 1 January 2025 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.

154 Bunzl plc Annual Report 2025

NOTES continued

During the year ended 31 December 2025 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 £7.4m (2024: net increase of £1.5m). Given the immaterial amounts involved the fair

value of assets and liabilities acquired as reported in the prior year have not been restated.

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 recent years, the Group has recognised interest on unwinding of discounting deferred

consideration, where applicable, which is charged to finance expense in the income statement.

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.

2025

Summary details of the businesses acquired during the year ended 31 December 2025 are shown

in the table below:

				Percentage
				of share	Annualised
			Acquisition	capital	revenue
Business	Sector	Country	date 2025	acquired	£m
Inpakomed	Healthcare	Netherlands	31 March	100%	2.5
	Food Service and
Quindesur	Cleaning & Hygiene	Spain	1 July	100%	11.5
Hospitalia	Healthcare	Chile	8 July	100%	21.2
Solupack	Food Service	Brazil	31 July	70%	17.9
Guantes
Internacionales	Safety	Mexico	1 August	100%	15.8
Caterline	Foodservice	Ireland	10 September	100%	5.6
Anta y Jesús	Cleaning & Hygiene	Spain	30 September	100%	4.7
Damito s.r.o	Cleaning & Hygiene	Slovakia	31 October	80%	13.1
Acquisitions agreed and completed in the current year					92.3

There were no individually significant acquisitions in 2025. The acquisition of Nisbets in 2024 was

considered to be individually significant due to its impact on intangible assets. The acquisition is

therefore separately disclosed in the table below. A summary of the effect of acquisitions in 2025

and 2024 is shown below:

	Total			Total
	2025	Nisbets	Other	2024
	£m	£m	£m	£m
Customer and supplier relationships	49.5	124.6	160.0	284.6
Brands	3.9	78.3	5.0	83.3
Property, plant and equipment and software	5.9	62.5	9.2	71.7
Right-of-use assets	5.2	55.7	17.3	73.0
Inventories	11.3	77.0	34.7	111.7
Trade and other receivables	29.2	59.6	71.9	131.5
Trade and other payables	(13.1)	(103.0)	(37.4)	(140.4)
Net cash	1.0	43.4	16.5	59.9
External debt	–	(5.6)	(0.7)	(6.3)
Provisions	(13.2)	(10.5)	(22.3)	(32.8)
Lease liabilities	(5.2)	(55.7)	(18.0)	(73.7)
Income tax payable and deferred tax liabilities	(21.2)	(45.8)	(65.4)	(111.2)
Fair value of net assets acquired	53.3	280.5	170.8	451.3
Less non-controlling interests	–	(2.7)	–	(2.7)
Provisional goodwill	50.9	187.5	170.3	357.8
Consideration	104.2	465.3	341.1	806.4
Satisfied by:
cash consideration	95.6	377.6	297.6	675.2
deferred consideration	8.6	87.7	43.5	131.2
Contingent payments relating to retention of former	104.2	465.3	341.1	806.4
owners	17.4	42.1	50.7	92.8
Interest relating to discounting of deferred consideration	–	15.1	2.2	17.3
Net cash acquired	(1.0)	(43.4)	(16.5)	(59.9)
Transaction costs and expenses	11.2	12.4	13.5	25.9
Total committed spend in respect of acquisitions
agreed and completed in the year	131.8	491.5	391.0	882.5

9 Acquisitions continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 155

NOTES continued

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

	Total			Total
	2025	Nisbets	Other	2024
	£m	£m	£m	£m
Cash consideration	95.6	377.6	297.6	675.2
Net cash acquired	(1.0)	(43.4)	(16.5)	(59.9)
Deferred consideration payments	23.9	–	20.9	20.9
Net cash outflow on purchase of businesses	118.5	334.2	302.0	636.2
Transaction costs and expenses paid	12.1	11.0	14.6	25.6
Payments relating to retention of former owners	31.3	–	16.4	16.4
Cash outflow from acquisition related items	43.4	11.0	31.0	42.0
Total cash outflow in respect of acquisitions	161.9	345.2	333.0	678.2

Acquisitions completed in the year ended 31 December 2025 contributed £37.4m (2024: £398.3m) to

the Group’s revenue, £6.9m (2024: £34.8m) to the Group’s adjusted operating profit and £5.8m (2024:

£20.1m) to the Group’s operating profit for the year ended 31 December 2025.

The estimated contributions from acquisitions completed and agreed during the year to the results of

the Group for the year if such acquisitions had been made at the beginning of the year, are as follows:

	2025	2024
	£m	£m
Revenue	92.3	744.2
Adjusted operating profit	16.0	72.0

The total amount of goodwill expected to be deductible for tax purposes in relation to acquisitions

completed during the year is £nil (2024: £nil).

Deferred consideration

The table below gives further details of the Group’s deferred consideration liabilities.

	2025	2024
	£m	£m
Minority options – acquisition of non-controlling interest	127.8	158.4
Earn outs	33.6	33.7
Deferred consideration held at fair value	161.4	192.1
Minority options – retention payments to former owners	44.4	50.3
Other	19.9	15.8
Total deferred consideration	225.7	258.2
Current	29.4	43.6
Non-current	196.3	214.6
Total deferred consideration	225.7	258.2
Expected future payments which are contingent on the continued retention of former owners of businesses acquired not yet recognised on balance sheet	53.2	117.2
Total deferred and contingent consideration – on and off balance sheet	278.9	375.4

The maturity profile of total deferred and contingent consideration is set out in the table below.

	2025	2024
	£m	£m
Within one year	31.4	44.2
After one year but within two years	81.7	19.3
After two years but within five years	165.8	301.3
After five years	–	10.6
	278.9	375.4

9 Acquisitions continued

156 Bunzl plc Annual Report 2025

NOTES continued

			2025			2024
	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	192.1	66.1	258.2	123.4	52.2	175.6
Acquisitions	6.0	2.6	8.6	128.6	2.6	131.2
Charges related to the retention of former
owners	–	40.9	40.9	–	40.7	40.7
Adjustments to previously estimated
earn outs and minority options	(21.8)	(23.7)	(45.5)	(33.0)	(9.0)	(42.0)
Interest on unwinding
of discounting	3.5	–	3.5	2.2	–	2.2
Deferred consideration
and retention
payments	(21.0)	(22.8)	(43.8)	(16.0)	(17.3)	(33.3)
Foreign exchange	2.6	1.2	3.8	(13.1)	(3.1)	(16.2)
End of year	161.4	64.3	225.7	192.1	66.1	258.2

2024

Summary details of the businesses acquired during the year ended 31 December 2024 are shown in

the table below:

				Percentage of	Annualised
			Acquisition	share capital	revenue
Business	Sector	Country	date 2024	acquired	£m
Pamark Group	Foodservice,	Finland	29 February	100%	53.3
	Healthcare,
	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 Embalaje	Other	Spain	28 June	100%	24.9
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 Holdings	Cleaning & Hygiene	United Kingdom	22 October	100%	27.1
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 year					744.2

* Others includes two acquisitions agreed in 2024.

9 Acquisitions continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 157

NOTES continued

The Group completed the disposal of R3 Safety in North America on 31 January 2025. Disposal of

businesses in 2024 related 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.

The profit/(loss) on disposal of businesses comprised:

	2025	2024
Profit/(loss) on disposal of businesses	£m	£m
Cash consideration received	17.6	4.4
Net assets disposed	(10.4)	(6.0)
Recycling of historical foreign exchange gains/(losses)	5.6	(18.7)
Transaction costs and provisions	(0.9)	–
Profit/(loss) on disposal of businesses	11.9	(20.3)

The net cash inflow in the period in respect of disposal of business comprised:

	2025	2024
Cash flow from disposal of businesses	£m	£m
Cash consideration received	17.6	4.4
Cash and cash equivalents disposed	–	(1.5)
Transaction costs paid	(0.6)	–
Net cash inflow	17.0	2.9

11 Property, plant and equipment

			Fixtures,
	Land and	Plant and	fittings and
	buildings	machinery	equipment	Total
2025	£m	£m	£m	£m
Cost
Beginning of year	134.7	232.8	124.8	492.3
Acquisitions (Note 9)	–	5.7	0.2	5.9
Additions	4.6	25.2	25.8	55.6
Disposals	(1.8)	(8.8)	(3.2)	(13.8)
Currency translation	1.4	(0.6)	(0.6)	0.2
End of year	138.9	254.3	147.0	540.2
Accumulated depreciation
Beginning of year	56.9	139.9	82.2	279.0
Charge in year	7.3	20.6	14.5	42.4
Disposals	(1.7)	(8.3)	(2.6)	(12.6)
Currency translation	0.7	(0.3)	(0.1)	0.3
End of year	63.2	151.9	94.0	309.1
Net book value at 31 December 2025	75.7	102.4	53.0	231.1

			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

10 Disposal of businesses

158 Bunzl plc Annual Report 2025

NOTES continued

12 Right-of-use assets

		Motor
	Property	vehicles	Equipment	Total
2025	£m	£m	£m	£m
Net book value at beginning of year	57 7.7	83.9	36.0	697.6
Acquisitions (Note 9)	4.8	0.4	–	5.2
Additions	102.2	39.2	15.6	157.0
Depreciation charge in the year	(151.0)	(34.0)	(12.8)	(197.8)
Remeasurement adjustments	30.4	(0.8)	–	29.6
Currency translation	(7.6)	(0.5)	(1.4)	(9.5)
Net book value at 31 December 2025	556.5	88.2	37.4	682.1

	Property	Motor 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

13 Intangible assets

		Customer
		and supplier
	Goodwill	relationships	Brands	Technology	Software	Total
2025	£m	£m	£m	£m	£m	£m
Cost
Beginning of year	2, 297.8	2,653.5	130.6	8.8	130.1	5,220.8
Acquisitions (Note 9)	50.9	49.5	3.9	–	–	104.3
Disposal of businesses	–	(13.0)	–	–	–	(13.0)
Adjustment for hyperinflation
accounting 1	5.2	–	–	–	–	5.2
Additions					15.9	15.9
Disposals					(5.9)	(5.9)
Currency translation	(7.3)	(5.6)	(1.4)	0.5	1.3	(12.5)
End of year	2,346.6	2,684.4	133.1	9.3	141.4	5,314.8
Accumulated amortisation
and impairment
Beginning of year	11.7	1,417.7	14.2	3.5	89.9	1,537.0
Amortisation charge in the year		140.4	9.3	1.8	13.0	164.5
Impairment charge in the year	–	10.7	–	–	–	10.7
Disposal of businesses	–	(13.0)	–	–	–	(13.0)
Disposals					(5.9)	(5.9)
Currency translation	(0.3)	3.0	(0.4)	0.2	0.9	3.4
End of year	11.4	1,558.8	23.1	5.5	97.9	1,696.7
Net book value at 31 December 2025	2,335.2	1,125.6	110.0	3.8	43.5	3,618.1

1. See Note 1 for further details.

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 159

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.

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 2025 were: McCue Corporation £78.2m (2024:

£92.4m) with a remaining useful economic life of 10.7 years (2024: 11.7 years), MCR Safety £64.6m (2024:

£76.8m) with a remaining useful economic life of 9.7 years (2024: 10.7 years), Hedis £59.6m (2024:

£64.8m) with a remaining useful economic life of 7.9 years (2024: 8.9 years) and Nisbets £107.3m (2024:

£118.2m) with a remaining useful economic life of 8.0-12.0 years (2024: 9.0-13.0 years). Brands include

one business, Nisbets, with individually significant brands assets with a total net book value as at

31 December 2025 of £69.3m (2024: £75.0m) and a remaining useful economic life of 12.2 years (2024:

13.2 years).

Impairment testing

The carrying amount of goodwill is allocated across CGUs and is tested annually for impairment by

comparing the recoverable amount of each CGU with its carrying value.

A description of the Group’s principal activities is set out in the Chief Executive Officer’s review. There

is no significant difference in the nature of activities across different geographies. The identification

of CGUs reflects the way the business is managed and monitored on a geographical basis, taking into

account the generation of cash flows. Given the similar nature of the activities of each CGU, a consistent

methodology is applied across the Group in assessing CGU recoverable amounts. The recoverable

amount is the higher of the value in use and the fair value less the costs of disposal. The value in use

is the present value of the cash flows expected to be generated by the CGU over a projection period

together with a terminal value. The projection period is the time period over which future cash flows

are predicted. The Group’s methodology is to use a projection period of five years consisting of detailed

cash flow forecasts for the first two years and CGU specific growth assumptions for years three, four

and five. For periods after this five year period, the methodology applies a long term growth rate

specific to the CGU to derive a terminal value. Cash flow expectations exclude any future cash flows

that may arise from restructuring or other enhancements to the cash generating activities of the CGU

and reflect management’s expectations of the range of economic conditions that may exist over the

projection period.

The value in use calculations are principally sensitive to revenue growth, including any significant

changes to the customer base, achievability of future profit margins and the discount rates used in

the present value calculation. The information used for valuation purposes takes into consideration

past experience and the current economic environment with regard to customer attrition rates and

additions to the customer base, the ability to introduce price increases and new products and

experience in controlling the underlying cost base. This information is used to determine a long term

growth rate which is consistent with the geographic segments in which the Group operates and

management’s assessment of future operating performance and market share movements. The

discount rates used are determined with assistance provided by external valuation specialists.

The Group allocates goodwill across seven CGUs (2024: seven). Based on our impairment testing,

no impairments were identified to the carrying value of goodwill within the Group.

As at 31 December 2025, North America, UK & Ireland, France and Rest of Continental Europe

carried a significant amount of goodwill in comparison with the total value of the Group’s goodwill.

At 31 December 2025 the carrying value of goodwill in respect of North America was £663.6m (2024:

£702.4m), UK & Ireland was £526.8m (2024: £519.1m), France was £264.6m (2024: £250.8m) and Rest

of Continental Europe was £371.7m (2024: £344.2m). As at 31 December 2025 the aggregate amount

of goodwill attributable to the Group’s CGUs, excluding North America, UK & Ireland, France and Rest

of Continental Europe, was £508.5m (2024: £469.6m), none of which is individually significant.

For North America, UK & Ireland, France and Rest of Continental Europe, the weighted average long

term growth rate used in 2025 was in the range of 2.5%–2.9% (2024: 2.5%–3.2%) reflecting anticipated

13 Intangible assets continued

160 Bunzl plc Annual Report 2025

NOTES continued

revenue and profit growth. A pre-tax discount rate in the range of 10%–11% (2024: 9%–11%) has been

applied to the value in use calculations reflecting market assessments of the time value of money at the

balance sheet date. Similar assumptions have been applied to the other CGUs but where appropriate

the directors have considered alternative market risk assumptions to reflect the specific conditions

arising in individual CGUs with long term growth rates ranging from 2.5%–5.5%% (2024: 2.5%–5.5%)

and pre-tax discount rates ranging from 10%–13% (2024: 9%–14%).

In addition to the annual impairment testing for goodwill, the Group also considered whether there

were any indicators that individual customer relationships and brands intangible assets were impaired.

As for the impairment testing for the Group’s CGUs noted above, but only where an impairment trigger

was identified, value in use calculations were prepared based on management’s latest expectations of

the performance of the relevant business over a five year projection period and appropriate long term

growth and discount rates. Based on our impairment testing, the Group has recognised an impairment

charge of £10.7m relating to the customer relationships asset of a safety business within the Rest of

Continental Europe cash generating unit in Continental Europe (2024: £2.3m relating to the customer

relationships intangible asset of a foodservice business within the Benelux and Germany cash

generating unit in Continental Europe).

Sensitivity to changes in key assumptions

Impairment testing is dependent on management’s estimates and judgements, particularly as they

relate to the forecasting of future cash flows, expected long term growth rates, profit margins and the

discount rates selected. Key assumptions on which value in use calculations are dependent relate to

the discount rates used, profit margins and revenue growth including the impact of changes to the

underlying customer base from customer attrition and the rate at which new customer relationships

are introduced and established.

As part of the annual impairment testing, management performed sensitivity analysis by modelling the

impact of higher discount rates and lower profit, and reviewing the combination of discount rates and

long term growth rates which would bring the value in use to the net book value or below. From this

sensitivity testing management has concluded that no reasonably possible change in key assumptions

would result in a material change to the carrying amounts of any of the Group’s intangible assets in the

next 12 months.

The Group has also considered whether climate change would have a significant impact on the

approach taken to the annual impairment testing. As part of this the Group has assessed three

alternative climate change scenarios up to 2050. Having assessed these scenarios the Group has

concluded that, although climate change is a principal risk, it does not warrant any amendment to the

assumptions used in the Group’s impairment testing, and would not have a material impact on the

results of the impairment testing.

14 Working capital

	2025	2024
	£m	£m
Inventories (Note 15)	1,682.6	1,760.9
Trade and other receivables (Note 16)	1,729.4	1,634.1
Trade and other payables – current (Note 17)	(2,108.4)	(2,206.1)
(Deduct)/add back net non-trading related receivables and payables	(15.5)	21.3
	1,288.1	1,210.2

See Note 30 for the cash flow impact of movements in working capital which exclude the impact from

foreign exchange movements, acquisitions and the disposal of businesses.

15 Inventories

	2025	2024
	£m	£m
Goods for resale	1,682.6	1,760.9

During the year £10.0m (2024: £10.0m) was written off directly from inventories due to obsolescence or

damage. Inventory provisions, including provisions for slow moving, obsolete or defective inventories

and market price movements, as at 31 December 2025 were £145.3m (2024: £143.5m).

16 Trade and other receivables

	2025	2024
	£m	£m
Trade receivables	1,354.7	1,284.5
Prepayments	91.6	92.4
Other receivables	283.1	257.2
	1,729.4	1,634.1

The Group does not have any significant contract assets.

The ageing of trade receivables at 31 December was:

		2025		2024
	Gross	Provision	Gross	Provision
	£m	£m	£m	£m
Current	1,189.4	14.9	1,106.3	10.8
0–30 days overdue	129.7	2.2	142.2	2.5
31–90 days overdue	50.1	2.7	49.3	5.4
Over 90 days overdue	28.6	23.3	26.3	20.9
	1,397.8	43.1	1,324.1	39.6

13 Intangible assets continued

Bunzl plc Annual Report 2025 Strategic Report Directors’ Report Financial Statements Additional Information 161

NOTES continued

16 Trade and other receivables continued

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:

	2025	2024
	£m	£m
Beginning of year	39.6	34.5
Acquisitions	1.8	9.4
Charge	5.9	6.1
Released	(3.4)	(5.1)
Utilised	(1.5)	(2.6)
Currency translation	0.7	(2.7)
End of year	43.1	39.6

17 Trade and other payables

Current

	2025	2024
	£m	£m
Trade payables	1,378.1	1,392.9
Other tax and social security contributions	39.9	36.3
Other payables	270.5	264.6
Accruals and contract liabilities	419.9	512.3
	2,108.4	2,206.1

Other payables includes £29.4m (2024: £43.6m) related to deferred consideration on acquisitions.

The Group’s contract liabilities are limited to deferred income of £6.2m (2024: £10.4m). This arises from

contracts with customers in the form of consideration that has been received in advance of the

satisfaction of performance obligations.

Non-current

Other payables greater than one year of £240.2m (2024: £255.4m) includes £196.3m (2024: £214.6m)

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 2025 all covenants were complied

with, with Covenant net debt to EBITDA of 1.8 times as at 31 December 2025 (31 December 2024:

1.5 times), and based on current forecasts it is expected that such covenants will continue to be

complied with for the foreseeable future. The US private placement notes (‘USPPs’) issued in March

2022 contain a clause whereby upon maturity of the previously issued USPPs, the latest maturity being

in 2028, the principal financial covenants referred to above will no longer apply.

The Group funds its operations through a mixture of shareholders’ equity and bank and capital market

borrowings. All of the borrowings are managed by a central treasury function and funds raised are lent

onward to operating subsidiaries as required. The overall objective is to manage the funding to ensure

the borrowings have a range of maturities, are competitively priced and meet the demands of the

business over time and, in order to do so, the Group arranges a mixture of borrowings from different

sources with a variety of maturity dates.

The Group’s businesses provide a high and consistent level of cash generation which helps fund future

development and growth. The Group seeks to maintain an appropriate balance between the higher

returns that might be possible with higher levels of borrowings and the advantages and security

afforded by a sound capital position.

There were no changes to the Group’s approach to capital management during the year and the Group

is not subject to any externally imposed capital requirements.