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Glanbia plc | Annual Report and Financial Statements 2023

# Nutrition

#### Glanbia plc

Annual Report and

#### Financial Statements 2023

# Better

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Glanbia is a Better Nutrition company, the home

of consumer brands and ingredients that nourish

millions around the world.

We know that people want to live full, healthy lives.

To reach their performance goals, recover quickly, and stay

strong, at any age. Better living requires better nutrition –

and Glanbia delivers just that.

Leveraging strong market positions, driving innovation in our sales and marketing

processes, and operational excellence are all hallmarks of Glanbia. Driven by our

agile business model we continue to deliver for all our stakeholders.

Discover more about our

performance on pages -.

#### Performance

Discover more about our

sustainability goals on pages -.

At Glanbia, we aim to lead by example. To make an impact. As a global leader in

nutrition, we have opportunities—and responsibilities—to show how business can

be done better.

#### Impact

Discover more about our

business on pages -.

The Glanbia Group comprises Glanbia Performance Nutrition, Glanbia Nutritionals and

strategic cheese joint venture operations. We offer an incredible breadth of expertise in

protein nutrition and we are home to Optimum Nutrition – the no. 1 sports nutrition brand

in the world.

#### Nutrition

#### Delivering…

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Contents

Strategic Report

Highlights 02

At a glance  04

Investment case  06

Group Chairman’s statement  10

Chief Executive Officer’s review  12

Strategy 15

Market trends and growth drivers  19

Our Business Model  22

Key performance indicators  24

People 28

Operations review  32

Chief Financial Officer’s review  40

Sustainability review  46

Task Force on Climate-related

Financial Disclosures  64

Risk management  72

Principal risks and uncertainties  76

Directors’ Report

Corporate Governance Report  86

Board of Directors and

Senior Management  88

Audit Committee Report  109

Environmental, Social and Governance

Committee Report  116

Nomination and Governance

CommitteeReport 121

Remuneration Committee Report  126

Statutory information and

Forward-looking statement  150

Directors’ Responsibility Statement  166

Financial Statements

Independent Auditor’s Report  169

Group financial statements  180

Notes to the financial statements  185

Company financial statements  245

Notes to the Company

financial statements  247

Other Information

Glossary of non-IFRS

performance measures  252

Shareholder information  261

Contacts 265

For deﬁnitions and more information on constant

currency and other performance measures see the

glossary on pages 252-260.

#### Find us online

Our online report is available at

www.glanbia.com/annualreport

@Glanbiaplc @Glanbia

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Glanbia plc | Annual Report and Financial Statements 

“2023 was another year of strong performance for Glanbia

plc, with the Group delivering record earnings in terms of

adjusted earnings per share. I look forward to leading the

Group in its next phase of growth.”

#### Hugh McGuire

#### Chief Executive Officer

#### Revenue

$5.4bn

2022: $5.9bn

reduction of $0.5bn

#### Profit after tax

$347.7m

2022: $210.3m

+$137.4m

#### Adjusted EPS ($)

131.37c

2022: 109.57c

+19.9%

1

/ +20.5%

2

#### Return on Capital Employed

12.2%

2022: 10.7%

+150bps

#### EBITA (pre-exceptional)

$424.0m

2022: $365.7m

+15.9%

1

/ +16.4%

2

#### Basic EPS ($)

130.41c

2022: 76.55c

+70.4%

1

/ +71.7%

2

#### OCF³ conversion

90.4%

2022: 85.7%

increase of 470bps

#### Net debt

$248.7m

2022: $490m

reduction of $241.3m

1.  Reported currency

2.  Constant currency

3.  Operating cash ﬂow

#### Highlights

#### Financial Highlights (based on continuing operations)

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Glanbia plc | Annual Report and Financial Statements 

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OTHER

INFORMATION

#### Health and safety

#### Lost time case rate

5%

improvement versus 2022

#### Scope 1 & 2

#### GHG emissions

15.9%

reduction versus 2022

#### Employee

#### engagement score

72 pts

increase of 1 point versus 2022

#### Non-Financial Highlights

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Glanbia plc | Annual Report and Financial Statements 

#### At a glance

OUR MARKETS

#### Focus on healthy living

As the foundation for healthy living has shifted to

prevention, consumers increasingly make food and

beverage choices based on health, nutritional beneﬁt,

functionality, energy and immunity.

#### Increased trust in established brands

Consumers are loyal to established and trusted brands

in performance and lifestyle nutrition.

#### Mass appeal of protein

The functional and nutritional beneﬁts of protein are

now recognised by a wide consumer set.

#### The rise of plant-based diets

Plant-based protein appeals to three growing consumer

cohorts: ﬂexitarian, vegetarian and vegan.

#### Provenance and sustainability focus

Consumers want to know much more about ingredient

sourcing and want to understand the food system

better, rather than be passive participants in it.

Customers want sustainability embedded in the supply

chain.

#### Acceleration of eCommerce

eCommerce has emerged as the trend of the 2020s

with penetration and usage accelerating at pace.

Read more in ‘market trends and

growth drivers’ on pages: -.

#### Serving growing

#### consumer trends

\* Including joint venture operations.

#### Glanbia is a Better Nutrition

company whose purpose is to

#### deliver better nutrition for every

step of life's journey. We employ over

#### 5,500\* people across 30 countries

#### and our brands and ingredients

#### reach millions of people every day.

OUR PURPOSE

#### Delivering

#### Better

#### Nutrition

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Glanbia plc | Annual Report and Financial Statements 

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#### Our purpose, vision, and values

provide focus and direction for the

#### organisation and guide us in our

#### business interactions.

#### Our diverse, engaged and energetic

workforce drive our strategy to

#### deliver better nutrition every day.

#### Nutrition focused

#### brands and ingredients

OUR CULTURE & VALUESROUTES TO MARKET

#### Customers' champion

We are the customers’ champion. Our customers

and consumers do not just choose us once but

rely on us delivering for them again and again.

#### Performance matters

We are committed to the highest standards of

performance in quality, consistency and safety.

We are not just delivering better nutrition but

delivering it better every day.

#### Find a better way

The drive to constantly improve is in our DNA.

It leads us to innovate and collaborate. It has

fuelled acquisitions, partnerships, new products

and smarter ways of working.

#### Winning together

We expect a lot from our people and oer much

in return. We nurture individuals but encourage

everyone to work together. Winning is great,

but together we are more.

#### Showing respect

Respect underpins everything we do. Caring for

people and the planet is embedded in the fabric

of our business. Respect builds a better future

for everyone and is vital for our success.

2023 Revenue

$1,795.6m

2023 Revenue growth

+4.8% cc

²

2023 Revenue

$3,629.8m

2023 Revenue decline

(14.2)% cc

²

#### Specialty nutritional

#### ingredients

#### Consumer branded

#### products

Read more about our consumer brands

on pages: -.

by Glanbia Nutritionals

 US supplier of whey protein isolate

 global leader of custom premix solutions

 supplier of American-style cheddar cheese

Glanbia Nutritionals’ (“GN”) Nutritional Solutions (“NS”)

is a leading provider of both bespoke customised premix

solutions and whey protein isolate.

GN’s US Cheese business is the number one marketer

of American-style cheddar cheese.

by Glanbia Performance Nutrition

 global sports nutrition brand



A portfolio of leading brands

in performance and lifestyle nutrition.

Read more about our functional ingredients

and solutions on pages: -.

#### Better Nutrition

1.  Source: Euromonitor

2.  Constant currency

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Glanbia plc | Annual Report and Financial Statements 

#### Key strengths and unique

#### competitive advantage will

#### drive sustainable growth

#### Investment case

A simplified strategy,

#### focused on better

#### nutrition

#### Glanbia has a unique portfolio

of Better Nutrition brands and

#### ingredients, which address

growing consumer demand

#### in major healthy nutrition

categories. Our brands and

ingredients play into the

growing market trends of

#### active lifestyles and health

#### and wellbeing, which have a

#### combined total addressable

market of $96bn\*. Our core

#### strategy is focused on

#### delivering growth through our

Better Nutrition portfolio of

#### brands and ingredients.

Discover more on pages -.

1

#### Serving strong

#### consumer trends

#### through brands

#### and ingredients

#### In today’s world, consumers are

seeking authentic brands and

#### ingredients that focus on

performance, healthy lifestyles,

weight management and

boosting immunity. Individuals

#### and governments now recognise

#### that prevention is better than

#### medication and consumers

#### are reacting to that by taking

#### personal accountability for their

#### own health and wellbeing, and we

#### can be with them on that journey.

Discover more on pages -.

2

#### Sustainable

#### operations

#### Our ESG strategy has been fully

#### integrated into our business

model and targets. Our

#### sustainability strategy outlines

#### ambitious goals across our

priority areas – carbon, waste,

water and packaging. Aligned to

#### the UN Sustainable Development

Goals, we have committed to the

#### Science-Based Targets initiative

#### and are very clear on our

#### roadmap for achieving our

#### targets.

Discover more on pages -.

3

\*  Source: Euromonitor. Glanbia team analysis.

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Glanbia plc | Annual Report and Financial Statements 

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#### Focused operating

#### model

#### We have optimised our business

#### for maximum long-term value

through disciplined and focusedcapital allocation. We have

#### simplified our operating model

#### to focus on brand development

#### and nutrition solutions innovation.

#### Our strong results in recent years

#### highlight the strength of our

#### business, the diversity of our

#### products and markets, our

#### geographic spread, robust

#### financing and an organisational

#### design that permits fast and agile

#### decision-taking.

Discover more on pages -.

#### Strong culture

#### and values

We are a purpose-led business,

#### committed to building aninclusive culture that empowers

our people to thrive. Our diverse

#### and engaged workforce drive

#### our strategy to deliver better

nutrition every day. We listen to

our stakeholders, our employees,

our investors, our consumers and

#### customers to craft and deliver on

#### our strategy.

Discover more on pages -.

65

#### Financial capacity

#### We have a strong balance

sheet, earnings growth, and

#### cash conversion, all facilitating

#### investment and shareholder

returns. 90% of Group EBITA is

#### now delivered through our

#### Better Nutrition growth

#### platform of Glanbia

#### Performance Nutrition and GN

Nutritional Solutions. Improving

#### the operational, commercial

and financial performance of

#### our business has helped us

#### maximise long-term value anddeliver superior returns.

Discover more on pages -.

4

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Glanbia plc | Annual Report and Financial Statements 

## Delivering

## Nutrition

Our focus on delivering our Better Nutrition

strategy has enabled us to consolidate

into our two core growth platforms;

Glanbia Performance Nutrition and

Glanbia Nutritionals.

#### There is a strong complementary

#### thread of protein nutrition

#### expertise across both our

businesses enabling us to

#### deliver a range of leading consumer

#### brands and protein ingredient

#### solutions.

Discover more on pages -.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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#### Continuous Innovation

#### Glanbia takes a strategic

#### approach to innovation

#### that’s collaborative, agile

entrepreneurial, and

#### continuous.

#### Consumer Trends

#### Our portfolio of brands and ingredients play

#### into attractive consumer nutrition trends

#### around performance, health and wellness.

#### Chief Executive Officer’s review

#### “Glanbia had an excellent performance in

#### 2023, delivering double-digit earnings

#### growth and outperforming all of our

#### ambitious Group targets, set out at our

#### 2022 Capital Markets Day.”

Hugh McGuire

CEO

Glanbia plc

People

We are a purpose-led business, committed to

building an inclusive culture that empowers our

people to thrive.

Discover more on pages -.

Discover more on pages -.

Discover more on pages

 and .

Discover more on pages -.

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Glanbia plc | Annual Report and Financial Statements 

#### Group Chairman’s statement

“I am delighted to report that Glanbia enters 2024 in

great shape. Our portfolio of exciting consumer

performance nutrition and lifestyle brands and

nutritional ingredients leave us well positioned to

sustain our growth momentum.”

### A year of double

### digit growth

Dear Shareholder,

#### A thank you to Siobhán Talbot

It is impossible to reﬂect on the past year

without ﬁrst talking to the retirement of

our Group Managing Director, Siobhán

Talbot. Siobhán’s leadership deﬁned

the last decade of Glanbia. Siobhán

led the creation of a focused business,

with a deﬁned purpose, strong values,

aligned with growing consumer trends;

and a clear ambition for growth. These

are all key parts of her distinguished

legacy. A deeply principled and values-

driven leader, her vision to reshape

the business and its culture has been

pivotal in positioning Glanbia as a

global leader in the world of better

nutrition. On behalf of the Board, I would

like to take this opportunity to thank

Siobhán most sincerely for her very

signiﬁcant contribution over more than

three decades. On behalf of everyone

connected with Glanbia, we wish Siobhán

and her family every success and

happiness in the future.

#### Welcoming our new CEO

#### Hugh McGuire

A key role of the Board is to ensure there

are appropriate succession plans in

place for Board and senior management

roles. The Board diligently planned

for Siobhán’s succession, and we are

delighted that our process resulted in

the internal promotion of a leader of

Hugh McGuire’s calibre. Hugh, who took

over as CEO on 1 January 2024, has been

a highly valued member of Glanbia’s

Executive team for ten years. He has

deep consumer and ingredients industry

expertise as well as proven strategic

capabilities and a clear ability to build

and lead teams. I have no doubt that

Glanbia is in the right hands for the next

phase of its growth.

Donard Gaynor

Group Chairman

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Glanbia plc | Annual Report and Financial Statements 

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#### Our “Better Nutrition” strategy

The Board is strongly supportive of

Hugh’s commitment to the Company’s

three-year strategic vision which was

set out at our Capital Markets Day

(“CMD”) in November 2022. This “Better

Nutrition” strategy seeks to create and

sustain long-term shareholder returns

while building a responsible Company

guided by a strong sense of purpose. I

am pleased to report that in 2023 we

updated the market and raised our

adjusted EPS guidance three times from

5-10% to 17-20% and exceeded all of our

ambitious Group targets as set out at the

CMD in November 2022. (See page 14.)

While 2023 was again a year of broad

uncertainty with major economies facing

the challenge of inﬂation, cost-of-living

pressures and geopolitical uncertainty, as

ever my colleagues throughout Glanbia

responded to this operating environment

with agility and resilience. This spirit of

entrepreneurialism coupled with our

strong brands, ingredients and business

continued to drive double-digit earnings

growth in 2023.

Proﬁt, cash and return on capital

employed (“ROCE”) all grew in 2023.

Pre-exceptional Group EBITA increased

by 16.4%, constant currency, to $424.0

million (+15.9% reported). ROCE, a key

metric for the Group, was 12.2% and our

strong Operating Cash Flow conversion

continued at 90.4%.

During the year, we also continued to

evolve our portfolio with the disposal of

our interest in the Glanbia Cheese UK

and EU joint ventures and the acquisition

of a bioactive ingredient business within

our Glanbia Nutritionals portfolio. Our

strategy to simplify our organisation

and focus on our two growth platforms

is serving us well and strengthening our

position as a global nutrition leader.

The fundamentals of the health and

nutrition categories in which we

play, remain attractive. The growth

of the health and wellness industry

and the growing desire amongst all

demographics for a more active lifestyle

are long-term, sectoral trends in which

we continue to focus.

#### Dividends

In testament to the strength of the

business, the Board believes it is

appropriate for Glanbia to deliver a

strong dividend for 2023. The Board is

recommending a ﬁnal dividend of 21.21

euro cent per share for the year ended

30 December 2023. This brings the total

dividend per share for the year ended

30 December 2023 to 35.43 euro cent

per share, up 10% on the previous year.

The Board will continue to review the

availability of surplus cash and capital in

accordance with the Group’s policies on

ﬁnancial leverage and capital allocation.

In 2023, we spent €100m on share

buybacks with an additional buyback

announced in February 2024.

#### Board and leadership changes

We have signiﬁcantly refreshed the

composition of the Board over the past

number of years, to ensure we reﬂect an

appropriate mix of skills, experience and

diversity to suit the evolving nature of the

business and the expectations of society.

The reduction in the representation of

Tirlán Co-operative Society Limited

(the “Society”) to three in 2023, has also

enabled us to achieve greater diversity.

Patsy Ahern and John Murphy retired

from the Board on 4 May 2023. In addition

to retiring as Group MD, Siobhán also

stepped down from the Glanbia Board on

31 December 2023. I thank them for their

extensive contribution. On 1 June 2023,

we were delighted to appoint Gabriella

Parisse to the Board as an Independent

Non-Executive Director. Gabriella

also joins the Board’s Development

Committee. Gabriella brings to the

Glanbia Board signiﬁcant experience in

consumer brand development, the food

ingredients industry, innovation and

strategic leadership of multinational

businesses. (See page 91 for biography).

We also made a number of changes

to our Committees. On 30 December

2023, Róisín Brennan succeeded Dan

O’Connor as Senior Independent Director

and Dan replaced myself as Chair of the

Environmental Social and Governance

(“ESG”) Committee.

As mentioned earlier, the most important

change made to the management of

our business was the appointment of

Hugh McGuire as Group CEO. Following

Hugh’s appointment, Steve Yucknut was

appointed CEO of Glanbia Performance

Nutrition (“GPN”). Steve previously held

the position of President, GPN Americas,

having joined GPN as Chief Operating

Ocer in 2015.

Furthermore in 2023 we saw the

retirement of our Chief ESG and

Corporate Aairs Ocer Michael Patten.

I would like to thank Michael for his work

and commitment to Glanbia and wish

him well in his retirement. Given the

importance of ensuring the delivery of our

ESG agenda, our Chief Financial Ocer

Mark Garvey has now been appointed to

the ESG Committee.

#### Connecting our purpose

#### to strategy

As a global nutrition company, Glanbia

has an important role to play in the

changes required to tackle the global

food challenges we all face. “Delivering

Better Nutrition for every step of life’s

journey” is our purpose and we have put

this into action by establishing ambitious

targets that ensure impact beyond proﬁt.

We’ve demonstrated our purpose through

partnerships and commitments that are

making a dierence to our people and

planet, accelerating our sustainable

nutrition impact, and that of our customers.

Our focus on our sustainability strategy

“Better Nutrition, Better World” is

testament to our purpose. Together, they

inform our innovation and acquisition

strategies – driving us to invest in

markets and technologies where we can

make the greatest impact towards our

sustainability goals.

#### Employee engagement

As lead Board member for workforce

engagement, I engaged with hundreds

of colleagues across Europe, the US and

Asia. I continue to be impressed by their

passion. That passion was reﬂected

once again in the results of our annual

‘Your Voice’ employee survey. Employee

engagement remains very high at 72

points, up one point on last year. I believe

that our culture is a major dierentiator

for Glanbia and a signiﬁcant source of

our ongoing competitive advantage.

#### Summary

As a Board we continue to have a

clear focus on maximising long-term

shareholder value. I have no doubt that

Hugh will continue to drive a strong

values-led business, embedding a culture

that enables the business to innovate

and act with agility in a fast-paced,

interconnected world. We are building on

ﬁrm foundations to create the conditions

for long-term sustainable growth and

outperformance. Like every business,

we will face challenges ahead but our

continued investment in our brands

and ingredients, coupled with our deep

understanding of our consumers and

customers, positions us well to capture

opportunities in a market we believe has

very attractive fundamentals.

Donard Gaynor

Group Chairman

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Glanbia plc | Annual Report and Financial Statements 

#### Chief Executive Officer’s review

#### Creating value.

#### Delivering growth.

Dear Shareholder,

I am honoured to have been appointed

CEO of Glanbia plc at a moment of great

potential for our organisation.

Firstly, I would like to pay tribute to my

predecessor Siobhán Talbot, who leaves

Glanbia in a very strong position for

future growth. I look forward to building

on her legacy and I want to thank her

sincerely for her counsel, support and her

unwavering commitment to the growth

and continued strategic evolution of

Glanbia. On behalf of myself and all her

colleagues in Glanbia, we wish her the

very best in her retirement.

#### Delivering our Better

#### Nutrition strategy

Glanbia operates in a sector that is

closely aligned to my own passions

and values. The Group’s portfolio of

better nutrition brands and ingredients

continues to resonate strongly with

consumers seeking health and wellness,

with a particular focus on protein.

Over the past decade, the Group

has been simpliﬁed to focus on our

two growth platforms of Glanbia

Performance Nutrition (“GPN”) and

Glanbia Nutritionals (“GN”) both of which

have market leading positions.

In 2022, we laid out a clearly deﬁned

three-year “Better Nutrition” strategy

for our next phase of sustainable growth

and to date, we are outperforming on all

of these ambitious Group targets. (See

page 14.)

Growth is my number one priority and

in 2023 the Group performed very

well, delivering double-digit earnings

growth with a very strong operational

and ﬁnancial performance despite a

continuously volatile and inﬂationary

environment. In 2023, adjusted EPS rose

by +20.5% constant currency to 131.37c.

Pre-exceptional proﬁt rose to $298.1m, an

increase of 20.2% reported.

Hugh McGuire

CEO

Glanbia plc

“I am delighted to be introducing Glanbia’s 2023 Annual

Report, my first as CEO. Glanbia is an exceptional business

with market leading positions in key branded and nutritional

ingredients markets. It was particularly pleasing to see

Optimum Nutrition, our flagship global brand, break through

$1bn in sales in 2023 with lots of headroom for further growth.

We have great people, who are passionate about the needs

of our customers and consumers. I’m proud to be leading

such a team and I am excited about the growth potential for

our portfolio of great brands and ingredients.”

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Glanbia plc | Annual Report and Financial Statements 

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“We have set out a clearly defined three-

year “Better Nutrition” strategy for our

next phase of sustainable growth and to

date, we are outperforming on all of

these ambitious Group targets.”

This speaks to the strength of our brands

and ingredients, as well as to the quality

of our execution across all our markets,

where we have increased investment in

our market teams over recent years.

In this era of higher interest rates, the

ability of Glanbia to generate cash

remains strong, with the Company

achieving a cash conversion ratio

of 90.4% in 2023. This strong cash

performance allowed us to increase

the dividend by 10% and to return €100

million to shareholders via a share

buyback programme in 2023.

In the medium term, my focus is to

continue to build on and deliver our

“Better Nutrition” strategy which centres

on three distinct priorities: grow the core;

optimise our business; and disciplined

capital allocation. (See pages 15-18.)

Working together as one Glanbia –

across regions, businesses and functions,

we will continue to drive growth across

the organisation.

#### A focused portfolio of brands

#### and ingredients

In 2023, we also continued to evolve our

portfolio with the sale of our interest in

the Glanbia Cheese joint ventures, the

sale of our noncore Aseptic Solutions

bottling facility, and the acquisition of a

bioactive ingredient business within our

Glanbia Nutritionals portfolio.

As a better nutrition company, we

are committed to building a portfolio

of nutritional brands and ingredient

solutions that evolve with consumer and

customer demands across a range of

categories and occasions oering a very

attractive runway for growth.

#### Glanbia Performance Nutrition

GPN has a portfolio of performance

nutrition and healthy lifestyle brands that

are loved by their consumers, supported

by innovation, with strong market

positioning and brand equity investment.

We continue to increase investment in

our brands people and capabilities, as we

drive awareness and distribution globally.

In 2023, GPN saw strong like-for-like

branded revenue growth of 5.1%,

constant currency and EBITA earnings

growth of 33.7%, constant currency.

Pricing was positive reﬂecting the

annualisation of strategic price increases

executed in 2022. Overall volume

momentum continued to improve in GPN

through 2023, with Optimum Nutrition

(“ON”), delivering double-digit global

volume growth. EBITA margin increased

by 300bps to 14.2%. This was driven by

our continued focus on revenue growth

management initiatives, operational

eciencies and margin optimisation.

We also increased brand and marketing

investment by over 200bps prioritising

our growth brands: ON, Isopure and think!

Optimum Nutrition is the world’s no.1

sports nutrition brand which became

a billion dollar brand in 2023. It now

represents over 60% of the GPN brand

portfolio and is experiencing strong

growth in all markets. We continue to

increase investment support behind the

brand to drive awareness, distribution

gains and volume growth. We are

excited about the latest campaign

under Optimum Nutrition’s “More of You

in You” communications platform that

launched in January 2023. “Unlock More

You” will run in all supported markets and

will feature on national television in the

US and the UK. Optimum Nutrition has

also become the ocial sports nutrition

partner of the McLaren Formula 1 team.

We see plenty of opportunities for ON

with lots of new consumers coming into

the category. (See pages 32-35.)

The trends in the healthy lifestyle

segment remain robust with strong

consumption growth across the

portfolio-Isopure, think!, and Amazing

Grass brands. The protein category

continues to resonate very strongly with

active lifestyle consumers and we are

ambitious to continue to grow this brand

portfolio in North America.

SlimFast, which now represents less than

10% of the GPN brand portfolio, continues

to be challenged as the diet category

continues to evolve. We are re-focusing

on the core proposition of high protein

meal replacement shakes in ready-to-

drink and powder formats. The increased

awareness of weight loss drugs has

contributed to the evolution of the diet

category, but we are optimistic about the

potential tailwind for our protein brands

and ingredients.

GPN has a portfolio of authentic and

unique nutrition brands that appeal

to consumers all over the world with

opportunity for growth across multiple

channels and geographies as we drive

awareness and reach.

#### Glanbia Nutritionals

In Glanbia Nutritionals, the customer is

at the core of everything we do, with our

unique portfolio of nutritional ingredients

and solutions combined with our deep

innovation capability driving partnerships

and collaboration with customers. GN’s

unique and premium ingredient solutions

can be found in many established

consumer brands sold all over the world

across a range of formats including

market-leading energy drinks, premium

healthy-snacking brands, including

bars and gummies, as well as leading

protein-based brands. Our Nutritional

Solutions (“NS”) revenue declined by

14.9%, constant currency, driven by a 9%

decline in price, a 3.3% decline in volume

and a decline of 2.6% driven by the net

impact of acquisitions and disposals.

The price decline was driven by dairy

market pricing, with positive pricing in

the custom premix solutions business.

The volume decline was driven largely by

customer supply chain rebalancing in the

custom premix solutions business. Overall

volume trends continued to improve

during the period, with good demand for

protein underpinning NS volume growth

in the second half of the year.

Our combined US Cheese business

and US JV operations make us the no.

1 supplier of American-style cheddar

cheese. Our US Cheese and US JV

delivered a strong performance driven

through solid operational eciencies.

Our focus is on earnings and cash ﬂow for

this business.

Our most recent acquisitions Sterling

Technology and the B2B business of

PanTheryx are exciting additions to

our portfolio of nutritional ingredients,

building out our dairy bioactive

platform with their colostrum-enriched

nutraceuticals that support gut health

and help strengthen immune systems.

We will continue to build on our core

strength in custom premix solutions, scale

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our extensive protein capability, and

bolster our deep expertise in the healthy

snacking space.

#### Future growth opportunities

The positive global trends around

performance health and wellness

continue to underpin our “Better

Nutrition” strategy. Consumers have

never been so focused on their health

and wellbeing and want authenticity,

functionality and sustainability in what

they purchase. Our portfolio of great

brands and ingredients support these

trends. (See pages 19-21.)

As a Group, we will continue to focus on

our strategic priorities and drive growth

across our core platforms of GPN and

GN, optimise our business and drive

shareholder value. We will also continue to

invest in the business particularly the key

enablers of awareness and distribution

driving customer and consumer relevance.

The growth proﬁle of Glanbia will continue to

be a blend of organic growth and acquisitions.

We are ambitious in M&A and currently have

debt capacity of approximately $1.3 billion.

In terms of organic growth, we have taken

Optimum Nutrition to over a billion dollars

in revenue. Within GN, we understand

protein and nutrition solutions like no other

company, and we see great opportunities

ahead.

#### Embedding sustainability across

#### the business

Guided by our strong purpose and values,

we will continue to drive the integration of

our sustainability programme across the

business through operational excellence,

innovation, and partnerships. “Better

Nutrition, Better World” is Glanbia’s global

sustainability programme and it is central

to our strategy. In 2023 we made good

progress across our ESG agenda and are

on track against our stated targets. A

key focus area for 2024 is the delivery, in

tandem with our partner suppliers, of a

Scope 3 dairy decarbonisation transition

plan. (See pages 46-71.)

#### Our valued people

Our people are our greatest asset. We

care for our people and we work to

foster an inclusive culture where every

employee can thrive and reach their full

potential. Supported by strong values,

employee engagement and development

opportunities, we continue to create high

performing, diverse teams that can drive and

support our growth agenda. I ﬁrmly believe

Glanbia’s success is built on the talent of our

great teams and people, with their innovative

and entrepreneurial mindset, whether it is

about driving performance, collaborating

with customers, delivering operational

excellence or building new businesses. I

would like to thank each and every one

of my colleagues for their hard work and

commitment in 2023 and I look forward to

celebrating our successes in 2024. We will

continue to deliver on our comprehensive

people agenda as outlined by our Chief

Human Resources Ocer Sue Sweem

on pages 28-31. Over 5,500 people work in

Glanbia and I look forward to working with

them to ensure they are empowered to reach

their personal and professional goals.

#### Looking to the future

As your newly appointed CEO, I step into the

role at a time where signiﬁcant progress

has already been made in positioning

the Group for future success. While our

business is not immune to external factors

beyond our control. I am conﬁdent that our

Better Nutrition portfolio of brands and

ingredients, and our strong culture and

values, coupled with our robust ﬁnancial

capacity and simpliﬁed operating model,

gives Glanbia a unique competitive

advantage that will continue to drive

sustainable growth for all our stakeholders.

Hugh McGuire

Chief Executive Officer

#### Chief Executive Officer’s review continued

#### Delivering sustainable value creation

Avg. Adj.

#### EPS Growth\*\*

5-10%

#### Adj.

#### EPS Growth\*\*

20.5%

Avg. OCF

#### conversion

80%+

#### OCF

#### conversion

90.4%

Avg. ROCE

10-13%

#### ROCE

12.2%

\*  Glanbia Group ambition targets as per Capital Market’s Day (“CMD”) November 2022.

\*\*  Constant Currency.

#### CMD Metrics\* – November 2022 Metrics Delivered In 2023

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OTHER

INFORMATION

#### BetterNutrition

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#### Strategy

### Delivering on our

### growth ambition

The choices we do – and don’t – make, are guided by our purpose.

Everything we do reﬂects our respect for each other and the earth.

Each day, we set our sights on better. With ceaseless curiosity, our

experts meet the needs of our customers and consumers, using insight

and science-led innovation to create high-quality nutrition and more

sustainable ways of doing business. As a team, we stay ahead of the

curve by asking the right questions.

#### Our strategy

Our deﬁned set of strategic priorities: grow the core; optimise our business;

and disciplined capital allocation will help us to achieve our 2025 ambitions.

To support these priorities and harness Glanbia’s global growth potential,

we will continue to develop our key enablers, our world-class strategic

capabilities and our strong assets.

Our purpose: To deliver better nutrition for

#### every step of life’s journey.

Glanbia has evolved and grown over the past decade. Today, we are a “Better

Nutrition” company, the home of consumer brands and ingredients that nourish

millions around the world.

#### Disciplined capital allocationGrow the core Optimise our business

Powerful consumer trends:

Our markets have evolved and as

a Group we are evolving with them,

understanding and staying close to

our consumers and customers.

Culture and talent:

Glanbia’s culture and talent are key

sources of competitive advantage

for the Group.

Disciplined ﬁnancial

management:

We invest in the future success

of our business. This investment

supports the delivery of a strong

performance and enables

sustainable growth.

Sustainable operations:

We seek to maintain a strong

position on key sustainability issues

in our sector including food safety

and quality, diversity, equity, and

inclusion and in particular our

environmental commitments.

See our business model on pages -.

#### Enablers

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#### Strategy continued

#### KPIs

#### Adjusted EPS ($)

#### – continuing operations

131.37c

+20.5% constant currency

#### GPN revenue

$1.8bn

+4.8% constant currency

#### GN revenue

$3.6bn

-14.2% constant currency

#### Key risks

•  Macroeconomic headwinds impacting

demand;

•  Geopolitical uncertainties may

negatively impact consumer

demand; and

•  Competitor promotional activity

or unexpected rapid changes in

consumer behaviour.

For more information about risk, see

pages -.

#### Link to remuneration

•  Adjusted Earnings Per Share is a

performance target in both the annual

incentive and LTIP for Executive

Directors;

•  Business segment EBITA forms part of

the annual incentive and LTIP for the

CEOs of GPN and GN;

•  GPN LFL branded revenue growth

and margin forms part of the annual

incentive of the CEO of GPN; and

•  NS LFL revenue growth and margin

forms part of the annual incentive of

the CEO of GN.

For more information about

remuneration, see pages -.

Capture global potential of billion dollar ON brand;

Build North America’s branded lifestyle nutrition platform;

Continue to scale our international business;

Build on core strength in GN NS custom premix solutions; and

Scale GN NS’ extensive capability in protein.

 progress

•  Like-for-like (“LFL”) GPN branded

growth of 5.1% constant currency

with strong growth in sports nutrition

across all regions;

•  Delivered double-digit global volume

in ON;

•  Scaled international business

delivering 12.8% LFL revenue growth;

•  Sequentially improved LFL NS volume

growth managed through signiﬁcant

supply chain rebalancing;

•  Ensured NS resiliently played into

market trending categories driven

by strong demand for functional and

nutritional ingredients; and

•  Continued to build compelling

capabilities and innovative solutions

that are attractive to NS’ customers.

#### Looking ahead to 

•  Following price-led growth in 2022

and 2023, drive volume growth

in 2024 through distribution and

awareness;

•  Capture further growth of GPN

lifestyle brands in key growing

markets; and

•  Maintain GN NS’ momentum in

healthy snacking and ingredients

solutions.

#### Grow the core

Our core brands and nutritional ingredients hold market-leading positions in

categories that are driven by strong underlying health and wellness trends.

Better Nutrition – Strategic priority 

#### Our strategy

STRATEGY IN ACTION

Firmly established as the world’s

no. 1 sports nutrition brand,

Optimum Nutrition (“ON”) surpassed

$1bn in revenue in 2023. For over

35 years ON has been a pioneer

in the sports nutrition category

through its commitment to quality,

performance and innovation across

a range of products and formats

including ON 100% Gold Standard

Whey, the worlds best selling protein

powder.

ON – a billion dollar brand

#### Enablers

Powerful

consumer trends

Culture

and talent

Disciplined

financial

management

Sustainable

operations

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Glanbia plc | Annual Report and Financial Statements 

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STATEMENTS

OTHER

INFORMATION

Better

Nutrition

Better

Nutrition

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#### Enablers

Powerful

consumer trends

Culture

and talent

Disciplined

financial

management

Sustainable

operations

Our strategy:

Science-led innovation;

Refine business and operating model;

Optimise opportunities for margin expansion; and

#### Digital transformation.

####  progress

•  Continued to reﬁne Group and

Business Unit operating models

and pursued eciencies resulting in

increased EBITA margins in GPN and

NS over prior year;

•  Through our HR transformation

programme, focused on digitally

enabling ongoing talent development,

performance management and

employee engagement strategies;

•  Embedded ESG strategy across the

business;

•  Continued to optimise Group-wide

support functions to align with our

growth agenda; and

•  Implemented a business-wide digital

core platform which will enable

further digitisation across the Group.

#### Looking ahead to 

•  Continue to drive innovation in

GPN and build out dairy bioactives

business in NS;

•  Following the implementation

of a business-wide digital core

platform, focus on further digital

transformation across the Group;

•  Further embed our ESG strategy

across the business;

•  Support full integration of

acquisitions across the organisation;

•  Continue to optimise Group-wide

support functions to align with our

growth agenda; and

•  Implement new commercial

arrangements related to our US joint

venture.

#### KPIs

#### Adjusted EPS ($)

#### – continuing operations

131.37c

+20.5% constant currency

#### Employee engagement score

#### 72 points

+1 point

Increase in point score for employees who

said they were happy working at Glanbia.

#### Carbon emission reduction

15.9%

Scope 1 & 2 GHG emissions reduction

versus 2022.

#### ROCE – continuing operations

12.2%

+150bps

#### Key risks

•  A failure to attract, develop, engage

and retain key talent;

•  Adverse cyber security events resulting

in signiﬁcant operational impacts; and

•  Climate or pandemic-related events

impacting supply chains.

For more information about risk, see

pages -.

#### Link to remuneration

•  Adjusted Earnings Per Share is a

performance target in both the annual

incentive and LTIP for Executive Directors;

•  Development of talent is a personal

objective of Executive Directors and

the Operating Executive; and

•  STIP and LTIP incentives for the

Executive Team and Senior Leadership

Teams both include measurable

metrics aligned to our strategic road

map to deliver on our ESG targets.

For more information about

remuneration, see pages -.

#### Optimise our business

Improving the operational, commercial, sustainability and ﬁnancial performance of

our business to maximise long-term value and deliver superior returns.

Better Nutrition – Strategic priority 

STRATEGY IN ACTION

Glanbia is a resilient business,

well versed to operating in volatile

and high inflation markets. We

have a clear set of priorities and

objectives to drive growth. In 2023

we continued to optimise our

business portfolio with the sale of

Glanbia Cheese UK and EU JVs. This

allows us to continue to focus on our

two growth platforms and pursue

further efficiencies across the

organisation.

#### Refining operating models

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STRATEGY IN ACTION

Creating sustainable long-term value for

our shareholders and other stakeholders

remains the primary objective of the

Board and management. The Group’s

ability to generate cash and its available

debt facilities ensure the Group has

considerable capacity to finance future

investments. We have clear capital

allocation priorities, with a balanced

approach to investing in the business

and providing returns to shareholders.

We have a progressive dividend

policy and remain enthusiastic about

opportunities to accelerate growth via

organic and M&A investments.

#### Delivering shareholder value

Our strategy:

Portfolio optimisation;

Accretive M&A;

Focus on cash generation; and

#### Balance between investment and return of capital to shareholders.

####  progress

•  Transitioned to a US dollar

presentation currency for reporting

purposes better representing core

Group markets;

•  Delivered strong cash generation

with 90.4% operating cash

conversion;

•  Net debt: adjusted EBITDA 0.5 (2022:

1.13) and adjusted EBIT: adjusted net

ﬁnance cost 38.1 (2022: 17.0);

•  Completed sale of Glanbia Cheese

UK and EU joint ventures;

•  Acquired a colostrum enriched

nutraceutical business; and

•  Continued growth in dividend (+10%)

and €100m returned via share

buyback programme.

#### Looking ahead to 

•  Continue progressive capital

allocation strategy through

mechanisms such as dividends and

share buyback programmes;

•  Transition to new commercial

arrangements associated with the

Group’s joint venture operations; and

•  Pursue other margin accretive

strategic M&A opportunities to

complement the current portfolio.

#### KPIs

#### OCF conversion

90.4%

2022: 85.7%

#### ROCE – continuing operations

12.2%

2022: 10.7%

#### Net debt

$248.7m

2022: $490.0m

#### Key risks

•  Ineective due diligence, transaction

completion or business integration;

and

•  Failing to obtain accurate and relevant

market intelligence.

For more information about risk, see

pages -.

#### Link to remuneration

•  OCF conversion is a performance

target in the annual incentive for

Executive Directors and the Operating

Executive; and

•  ROCE is a performance target in the

LTIP for Executive Directors and the

Operating Executive.

For more information about

remuneration, see pages -.

#### Disciplined capital allocation

Optimising our business for maximum long-term value through the disciplined and

focused allocation and reallocation of capital.

Better Nutrition – Strategic priority 

#### Strategy continued

#### Enablers

Powerful

consumer trends

Culture

and talent

Disciplined

financial

management

Sustainable

operations

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OTHER

INFORMATION

#### Market trends and growth drivers

#### How we’re meeting this market need

World-leading brands and

#### ingredients

Our portfolio of brands and ingredients hold signiﬁcant

leadership positions in the performance nutrition category.

Most notably, Optimum Nutrition (“ON”) is the world’s #1 sports

nutrition brand and has been a pioneer of performance nutrition

for over 35 years. Available in over 90 countries, ON holds leading

positions in protein powder with its Gold Standard Whey and

Serious Mass products.

GPN’s brand portfolio also includes Isopure which provides low

and zero carb protein powders and drinks to premium consumers

looking to support their active lifestyles, while BSN is targeted at

consumers looking to build muscle mass with a range of protein

and energy-based products.

In our Nutritional Solutions (“NS”) ingredients business we build

our business around healthy categories. We are the #1 global

supplier of whey protein isolate supplying key market segments

including performance nutrition. Our functional and nutritional

ingredients appeal to the heightened desire of our customers

for tailor-made ingredient solutions to enrich their food and

beverage products.

Discover more on pages -.

#### Maximise

#### athletic

#### performance

Performance nutrition

The importance of nutrition in sports and

fitness cannot be overstated. It plays

an essential role in optimising training

outcomes, hastening recovery periods,

maintaining optimal body weight,

minimising the risk of injuries and

ensuring performance consistency.

GLANBIA’S MARKET

POSITION

#### Optimum Nutrition

#1

sports nutrition brand in the

world.

GN NS

#1

supplier of whey protein

isolate.

$25bn

The size of the global sports nutrition market

Source: Euromonitor. Glanbia team analysis.

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#### Our Business Model



Glanbia plc | Annual Report and Financial Statements 

A desire for

#### healthy, active

#### lifestyles

Improve physical and cognitive health

More and more people are focused on

nutrition that supports a healthy and active

lifestyle as well as boosting their mental

health. Consumer interest in fortified foods

and beverages with functional claims

continues to increase, as people seek

to supplement their diets with immune

boosting nutrients to improve their energy

levels and health.

#### Market trends and growth drivers continued

#### How we’re meeting this market need

#### Delivering trusted healthy lifestyle

#### brands and ingredients

GPN oers a range of healthy lifestyle nutrition brands. think!

oers high protein low sugar bars for consumers looking for

healthy on-the-go snacking options. Isopure provides everyday

nutrition with a commitment to purity, simplicity, and quality

through products made with minimal ingredients, and only those

you trust. Amazing Grass is a leader in the Greens segment with

a range of Greens Superfood powders for consumers looking

to supplement their intake of vegetables. This brand appeals to

the growing consumer groups of ﬂexitarians, vegetarians and

vegans.

In our GN NS business, we oer tailor-made and sustainable

nutritional ingredients and supplements that provide energy

without compromising quality. Our ingredients are used in the

bakery, beverage, snack bar, dairy and foodservice markets. Our

capabilities range from producing ‘straight’ ingredients

to bespoke premix blends. Historically anchored in dairy proteins,

our capabilities now extend from marketing ‘straight’ ingredients

to developing bespoke nutritional solutions using a wide range

of ingredients, providing greater market reach and broader

customer relevance.

Discover more on pages -.

$160bn

The fitness sector is worth $160bn and will increase by 172% to

$435bn by 2028.

Source: Fitness Industry Trends & Statistics 2021 (strategicmarketresearch.com)

GLANBIA’S

MARKET

POSITION

#### GPN is the world’s

#1

sports nutrition

company.

#### GN NS the world’s

#2

global supplier of

micronutrient premixes.

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INFORMATION

#### Delivering

better nutrition,

#### responsibly

Sustainability

Sustainability remains a top priority

for global consumers. An International

Data Corporation report published in

2023, showed that nearly 30% of food

and beverage producers said consumer

demand for eco-friendly products is driving

organisational change toward greater

sustainability. It is essential for today’s

conscientious consumers that the brands

and ingredients they support are making

decisions that are positively impacting the

environment today and for the future.

#### How we’re meeting this market need

Our People. Our Planet.

#### Our Performance

At Glanbia, we believe we have an obligation to protect the

planet for future generations. Our sustainability strategy focuses

on three pillars: our people, our planet, and our performance.

We recognise that food systems are deeply connected to the

planet’s resources, and companies like ours play a critical role

in protecting the environment. Glanbia has strict environmental

targets related to climate, water, waste and packaging.

To achieve our sustainability ambitions, we need to collaborate

with our existing and future partners. Together with our

stakeholders, we’re working to support a resilient food system.

We embed ethics into every business decision we make. We abide

by a clear code of conduct, built on our values, to drive better

performance in every corner of our organisation. This strong

business foundation, enables us to create products that uphold

the highest standards of quality, food safety and nutrition.

Discover more on pages -.

77%

of people are influenced by a company’s environmental record

when deciding whom to buy from.

Source: PWC.

EXTERNAL

RECOGNITION

BENCHMARKS

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Glanbia plc | Annual Report and Financial Statements 

#### Sourcing

We workwith our suppliers to procure high quality raw materials

and services, with social impact and environmental sustainability

in mind.

#### Manufacturing

Our operational excellence enables us to manufacture branded

products and ingredients that meet the highest standards

of food safety and quality. All our facilities operate with full

regulatory compliance and good environmental stewardship.

#### Innovating

Using our deep understanding of nutritional trends and

behaviours we focus on driving sustainable innovation that

delivers innovative branded products and patented nutritional

ingredient solutions.

#### Marketing and brand building

We continually evolve our data analytical skills to understand

consumer’s attitudes and motivations. We invest in world-class

marketing tools to build GPN's brands and sustain our leadership

positions in GN.

#### Selling

In GPN our global salesteams use data, digital tools and

insights toextend our sales and channel reach and improve our

execution. In GN we work in collaboration with our customers to

deliver bespoke ingredient solutions that enable them to grow

their business.

#### Our portfolio of brands and ingredients

GPN is home to the world's #1 sports nutrition brand with an

unrivalled product oering and key channel and category

leadership. As an ingredient supplier in the B2B arena, GN

stands for quality, integrity, innovation and sustainability.

#### Our markets

Glanbia’s brands and ingredients are positioned at the

centre of large and growing sports nutrition and ingredients

markets. Our portfolio of products meets key consumer needs

and enables people to achieve their healthy lifestyles goals.

#### Our culture and talent

•  Committed, adaptive and resilient

•  Passion for delivering better nutrition

•  Curious and innovative

•  Respectful and inclusive

Through the delivery of world-class brands and

capabilities, operational efficiency and disciplined

financial management, Glanbia creates value for

all its stakeholders.

#### Delivering

#### Better Nutrition

Our purpose to deliver Better Nutrition for every

step of life's journey connects us with the passion

our consumers and customers have for our sports

nutrition brands and nutritional ingredients.

#### Our core

#### activities

Adding value through customer-focused innovation

and collaboration is central to our philosophy.

It ensures that we can influence and drive market

trends rather than simply respond to them.

#### Our Business Model

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GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Consumers and customers

Optimum Nutrition enjoys strong brand loyalty as a $1bn brand

that continues to grow.

$1.1bn

ON brand revenue in 2023

#### Suppliers

We partner with suppliers to ensure long-term, mutually

beneﬁcial relationships. We have an active programme in place

to risk assess oursuppliers.

#### People

We invest in our people and their careers, providing development

opportunities, competitive rewards and beneﬁts.

$519.6m

Employee benefits for the wholly-owned Group in 2023

#### Environment

We continue to focus on climate initiatives and have committed

to a 50% reduction in Scope 1 & 2 carbon emissions by 2030.

15.9%

Scope 1 & 2 carbon emissions reduction in 2023 versus 2022

#### Our brands and ingredients

We actively manage our portfolio of brands and

nutritional ingredients to ensure we oer abroad range

of products across regions, categories and price points.

Discover more on pages -.

#### Protein expertise and know-how

We have a deep understanding of protein and its

applications across nutritional sports brands and

ingredient solutions.

Discover more on pages -.

#### Capital management

Glanbia has a strong track record of ecient capital

allocation and reallocation to where we see opportunity

for growth.

Discover more on page .

#### Global talent management

As a global business, excellence in human resources and

talent management is key to the Group’s future success

and this was a particular area of focus in 2023.

Discover more on pages -.

#### Delivery of our Strategy

Better

Nutrition

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Discover more on pages -.

#### Communities

We contributed and donated time and money to support causes

in our local communities.

$1.2m

Raised to support charitable donations in 2023

#### Investors

Our dividend policy has a targeted dividend payout ratio of 25%-

35%. In addition, shareholders were returned €100 million in 2023

under the share buyback programme.

€189.8m

Returned to shareholders via dividends and buybacks in FY 2023

#### How we

#### add value

The power of our brands and ingredients coupled

with our unrivalled expertise in protein have

made us the #1 sports nutrition company in the

world, #1 global supplier of whey protein isolate

and #2 global leader of custom premix solutions.

Value for

#### stakeholders

The impact of our purpose is evidenced through the

delivery of sustainable growth and value creation for

all of society.

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Glanbia plc | Annual Report and Financial Statements 

#### Key performance indicators

#### Financial KPIs

#### Revenue

$5.4bn

(2022: $5.9bn)

-8.7% constant currency

-8.7% reported currency

Strategic relevance

Revenue growth is a key indicator of how the

Group is succeeding in developing through

investment in organic growth and the ongoing

acquisition programme.

In addition, there are a number of key

components of Group revenue (price, volume

and acquisitions) which are actively monitored

to provide greater insight into performance.

Performance

In 2023, revenue was $5.4 billion (2022: $5.9

billion), a decrease of 8.7% (on a reported and

constant currency (“cc”) basis) on 2022. Revenue

decline was driven by volume and pricing

declines of 0.5% and 7.7% respectively, as well as

M&A related reductions of 0.5% as the positive

impact of recent acquisitions was more than

offset by divestment activity. Volume decline was

largely driven by supply chain destocking, with

pricing decline primarily as a result of lower dairy

markets.

#### Revenue volume growth

1

-0.5%

(2022: +0.5%)

GPN -0.3% (2022: -2.1%)

Like-for-like branded

revenue volume growth

NS -3.3% (2022: -3.5%)

Like-for-like revenue

volume growth

Strategic relevance

Revenue volume growth is an important metric

for the Group as it represents the underlying

growth in sales to customers excluding any

impact of price. Volume is further broken down

by the Business Units to understand the brand

growth within GPN and the components of

volume growth in NS within GN.

Performance

Overall volumes decreased by 0.5% in the year.

LFL branded volumes in GPN declined by 0.3%

and volume declined by 3.3% in NS, offset by

volume growth of 0.7% in the US Cheese business

within GN. Volume declines in GPN and NS were

in the context of significant pricing adjustments

in prior years in mitigation of record input cost

inflation.

#### EBITA

2

$424.0m

(2022: $365.7m)

+16.4% constant currency

+15.9% reported currency

Strategic relevance

Earnings Before Interest, Tax and Amortisation

(“EBITA”), pre-exceptional items, is the key

performance measure for the wholly-owned

segments of the Group. The exclusion of

amortisation aids comparability between our

segments.

EBITA margin is a key metric to ensure that

growth is being driven in a responsible manner

by maintaining margins within an acceptable

range. The strategy for the Group is to focus on

higher growth, higher margin products within

GPN and GN.

Performance

EBITA was $424.0 million in 2023, an increase of

15.9% reported currency and up 16.4% cc. GPN’s

EBITA increased by 33.7% cc versus 2022, while

EBITA margins were up 300bps to 14.2%. GN

EBITA declined by 2.7% cc with EBITA margins up

50bps versus 2022 to 4.6%, comprising EBITA

margins in NS of 12.5% (2022: 11.4%) and US

Cheese of 1.6% (2022: 1.3%).

#### Profit after tax

$344.5m

(2022: $270.6m)

Continuing operations $347.7m

Discontinued operations -$3.2m

Strategic relevance

Profit after tax is the measure of the profit

generated by the Group for the year, post tax

and post exceptional items.

Performance

Profit after tax for 2023 was $344.5 million (2022:

$270.6 million), an increase of $73.9 million on prior

year. This comprises the profit generated from

continuing operations of $347.7 million and loss on

discontinued operations of $3.2 million, with

discontinued operations representing

exceptional costs associated with the 2022 Tirlán

(formerly Glanbia Ireland) divestment that have

now crystallised.

#### Basic Earnings Per Share ($)

#### – continuing operations

130.41c

(2022: 76.55c)

+71.7% constant currency

+70.4% reported currency

Strategic relevance

Basic Earnings Per Share (“EPS”) is an important

IFRS reporting metric and relates to EPS of the

Group post tax and post exceptional items.

Performance

Basic EPS – continuing operations was 130.41

cent, a reported increase of 70.4% (+71.7% cc),

driven by increased profitability across the

Group. Discontinued operations, which relate to

the disposal of the Group’s interest in Tirlán

(formerly Glanbia Ireland) have been excluded on

the basis that they are now less relevant as a

benchmark for the ongoing Group business.

1.  Performance condition of Glanbia’s Annual Incentive Scheme.

2.  Both EBITA and OCF are presented on a pre-exceptional basis.

3.  Performance condition of Glanbia’s Long-Term Incentive Plan.

4.  GHG emissions reduction in Scope 1 and 2 in comparison to prior year result

(2022). Refer to page 55 for operational control GHG emissions breakdown

by Scope and performance since 2018 base year.

5.  Results relate to sites under Glanbia’s operational control. Includes Group’s

wholly-owned operations and MWC-Southwest Holdings LLC joint venture

operations.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Adjusted Earnings Per Share

#### ($) – continuing operations

1,3

131.37c

(2022: 109.57c)

+20.5% constant currency

+19.9% reported currency

Strategic relevance

Adjusted EPS is an important measure of the

profitability of the Group as it represents the

underlying profit per equity share in issue.

Performance

Adjusted EPS (continuing operations) increased

19.9% reported (+20.5% cc) to 131.37 cent, due to

continued growth in profitability of the

wholly-owned business, net of reduced

profitability in joint ventures. Positive pricing in

response to inflationary pressures and the

ongoing benefit from transformation initiatives

contributed to this record performance.

#### Return on Capital Employed –

#### continuing operations

3

12.2%

(2022: 10.7%)

Strategic relevance

Return on Capital Employed (“ROCE”) measures

the efficiency of the Group’s organic and

acquisition investment programme as well as

the utilisation of its assets.

Performance

ROCE from continuing operations increased by

150bps to 12.2% (2022: 10.7%). This increase was

primarily due to the continued growth in

profitability arising from the successful

execution of the Group’s strategy.

#### OCF conversion

1,2

90.4%

(2022: 85.7%)

Strategic relevance

Operating Cash Flow (“OCF”) measures the cash

generated from operations before interest and

tax payments and before strategic capital

expenditure. OCF conversion is OCF as a

percentage of earnings before interest, tax,

depreciation and amortisation (“EBITDA”) and is

a measure of the Group’s ability to convert

trading profits to cash, which is then available

for strategic investments and dividend

payments.

Performance

OCF conversion was 90.4% in 2023 (2022: 85.7%)

compared to a target of 80%. OCF conversion

has increased since prior year due to increased

profitability across the Business Units,

combined with reduced investment in working

capital as pricing and inventory levels returned

to more normalised levels following a level of

significant inflation and supply chain disruption

throughout 2022.

#### Non-Financial Metrics (NFM)

#### Carbon emissions

4

-15.9%

Objective

Decarbonise our operations and

dairy supply in line with the SBTi

commitment and future-proofing

of organisation and our value

chain.

#### NFM

Strategic relevance

Climate change is impacting all of society. At

Glanbia we are committed to doing our part by

focusing on our most material areas. Our

“Better Nutrition, Better World” sustainability

strategy prioritises energy efficiency and

renewable electricity procurement for our

operations.

Performance

In 2023 we reduced Scope 1 and 2 greenhouse

gas (“GHG”) emissions in our operations by

15.9% from the previous reporting year (2022).

Glanbia’s target is a SBTi validated target

aligned with a 1.5 degrees Celsius climate

scenario. This target is supported by a Board

approved decarbonisation plan for a 50%

reduction in operational Scope 1 and 2 GHG

emissions by 2030 from a 2018 base.

#### Health and safety

5

5%

Improved Lost Time Case Rate

("LTC")

Objective

Maintain the highest possible

global safety standards using

sites with no LTC as a key

benchmark.

#### NFM

Strategic relevance

The health and safety of our employees is

inherent in our Glanbia values and is reflected in

our organisational goal of “Zero Harm”.

Proportion of sites meeting at least industry

standard safety performance based on NAIC

(“North American Industry Codes”) benchmark,

and reduced severity of injuries, by progression

of the Lost Time Incident Rate (“LTIR”) are

established global measures of safety

performance. Glanbia aspires to zero LTC and all

sites maintaining a minimum of industry

benchmark performance for lost time injuries.

Performance

Overall a 5% improvement in the LTC rate in

2023 versus last year. Group LTIR was

0.43/200,000 hours, well below our NAIC food

industry benchmark of 1.20 (2023:1.20) 55% of

our sites were without a lost time case recorded

for a year or longer, 77% are better than the

NAIC industry LTC injury rate for their peers.

Sites below the NAIC performance maintain

robust improvement plans supported and

monitored by leadership.

#### Employee engagement

#### score

72

Objective

Measure employee engagement

and listen to our team members

to understand where we have

opportunities to improve.

#### NFM

Strategic relevance

Employee engagement is a key enabler of

performance. At Glanbia we acknowledge that

people who are positively engaged, motivated

and supported perform to the best of their

ability, find a greater sense of meaning in what

they do and contribute positively to Glanbia’s

success.

Performance

In the 2023 ‘Your Voice’ survey, overall

engagement score was up 1 point with scores

increasing across most Business Units and

continued positive momentum on focus areas

e.g. around wellbeing, action taking, and

growth. We were pleased to see a 22

percentage point increase in participation to

80% reflecting employees trust and

engagement in finding a better way together.

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Glanbia plc | Annual Report and Financial Statements 

#### Strong financial management is a key ethos

#### of the Group.

#### Glanbia has a long track record

#### leveraging our strong market

#### positions, driving innovation in our

#### sales and marketing processes

#### and executing strong operational

excellence. We will continue to

#### grow by leveraging these

#### strengths, driven by our agile

#### business model.

Discover more on page 

## Delivering

## Performance

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Our core strategy is

#### focused on delivering

#### growth through our Better

Nutrition portfolio of

brands and ingredients,

#### which accounts for 90%

#### of Group EBITA.

Discover more on page .

#### We continue to refine

our operating model,

understanding and

#### responding to our customers

#### and consumers throughinnovation and active

#### portfolio management.

Discover more on page .

#### We believe in doing good

things in the world – and

#### that helps us do well in

business. We earn

#### responsibly and put those

#### profits back into helping

#### people live full, healthy

#### lives.

Discover more on page .

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

Glanbia plc | Annual Report and Financial Statements 

#### People

Sue Sweem

Chief Human

Resources Officer

“We’re committed to building an

#### inclusive culture that empowers our

#### people to grow and thrive at Glanbia.

#### Their pride in what they do, along

with their sense of purpose and

their commitment to our values,

#### are essential to our culture.”

#### Embedding transformation

#### to support performance

We believe in the power of our people

and our culture to drive performance.

This year, our people agenda focused

on the continued implementation of

Grow@Glanbia, our multi-year HR

transformation programme which is

designed to support a future-ready,

people-centred organisation and our

high-performance culture.

Our new HR operating model is helping

us to maximise the talent and diversity

of our workforce to unlock performance.

Our People Success Organisation

is operating through a centralised

team which supports employees and

managers in our major markets as well

as enabling our wider HR teams to focus

more strategically.

#### Supporting our people

#### to reach their potential

We know that Glanbia succeeds when

our people are supported to reach

their potential. Our talent development

strategy focuses on growing talent

from within our organisation, increasing

readiness for new opportunities and

building our leadership pipeline. We’re

committed to building critical capabilities

aligned to business priorities and current

and future needs.

Supporting our people’s career growth is

a priority. We are focused on embedding

our new career growth tools ‘MyLearning’

and ‘MyCareer’ to enable our people to

gain the skills, leadership capabilities and

career pathways to be future-ready.

Optimising and embedding these

new tools is having an impact, with

over 14,000 courses completed by our

employees. Of those taking courses,

60% of time spent is on learning

business skills (leadership, management,

communication) and 40% technology

skills (development and data science).

Overall, our learning platform was

accessed by more than 4,000 employees

during the year. This empowers

employees to continue to build skillsets

that will enable career growth and

progression.

At the leadership level, we oer a range

of best-in-class tailored programmes

aligned to our leadership capability

model. These include Leading the Future,

our executive leadership programme;

Leading to Accelerate for emerging

female leaders; and Leading the Glanbia

#### Our people

#### and culture are

#### vital to enable

#### growth

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

38%

62%

Way, our foundational programme that

introduces our leadership capability

model.

#### Engaged employees

#### and a strong culture

Employee engagement is a key enabler

of our performance, as our people deliver

our strategy. Glanbia’s ‘Your Voice’

employee survey conducted in 2023 had

an overall response rate of 80% and

showed overall employee engagement

levels increasing +1 to 72, with the most

signiﬁcant score improvements seen for

our hourly employees (+3).

Engagement scores increased across

most areas of the business with positive

feedback on eorts to improve growth

opportunities for employees as well as

wellbeing initiatives. Our Inclusion Index

score was in line with last year. Areas of

opportunity for 2024 include improving

communications channels and cascade

through the organisation and building on

our existing wellbeing initiatives.

We continued to embed our Smart

Working Model which our employees

value highly and which we believe

helps to enhance Glanbia’s overall

attractiveness as an employer.

#### Engagement score

72

Gender representation in the

#### organisation

#### Agree with the statement

#### ‘I feel proud to work at Glanbia’

75

Leading to Accelerate is a pilot

leadership development programme

for emerging female leaders across

Glanbia, whose mission is to grow,

connect and develop a diverse

network of female leaders.

This immersive and transformative

experience brought together female

leaders from across the organisation

for facilitated monthly education

sessions, supported by measurable

action assignments, group discussions

and executive coaching.

The learning outcomes from the

programme included increasing

leadership self-awareness,

developing personal leadership

narratives, learning and applying

the critical concepts of effective

leadership, as well as creating a safe

and supportive space for emerging

female leaders to come together,

share experiences and uplift one

another. We plan to build on the

strong foundations of this pilot

programme for future initiatives.

#### Leading to Accelerate – supporting our emerging

#### female leaders

CASE STUDY

GPN

2,040

GN

2,814

Joint Venture

680

Total Group employees in 

5,534

across 31 countries

Male

Female

#### “An enriching experience

#### that has made a positive

#### impact on my personal

#### and professional growth”

#### Programme participant

![]()



Glanbia plc | Annual Report and Financial Statements 

#### People continued

#### Strengthening our inclusive

#### workforce

Our Diversity, Equity & Inclusion (“DE&I”)

vision is to advance a culture where we

celebrate individuality, knowing that

together we are more. Nurturing an

inclusive and diverse culture supports our

performance.

Our goal is to achieve an equitable and

inclusive culture in the workplace, to

unlock the potential of diverse teams to

deliver high performance. We measure

our employees’ sense of belonging and

their sentiment around equal opportunity

in our annual ‘Your Voice’ survey.

We continued to make progress on our

DE&I journey in 2023 and our review

conducted during the year shows that we

are ahead of schedule on the execution

of our current strategy. Our focus for 2024

will be to reset our timeline and establish

new longer term ambitions.

Our network of Employee Resource

Groups (“ERGs”) – Glanbia Network of

Women; True Colours, our LGBTQIA+

group; and Mosaic, our multicultural group

– continued to scale, creating connected

communities of support, while helping the

business better understand our diverse

communities’ perspectives and concerns.

Our growing range of policies and

guidelines in areas including family leave,

primary caregiver support, adoptive

#### Female participation

#### in management

40%

“Glanbia’s Family Leave Programme is a great initiative

that every employee can benefit from. The programme

gave us time to adjust to a new routine with our new

baby and time to adjust to having two kids. It was

important for me to have the time to bond with our

newborn.”

#### Zach Bonnell

#### Continuous Improvement Lead  Aurora

Glanbia’s Employee Resource Groups (“ERGs”) continued to flourish in 2023, ensuring that the voices of employees in under-

represented communities are heard across our organisation. Over 1,000 employees are now signed up to our three ERGs

with numbers growing consistently across our global locations in the US, EMEA, Asia and LATAM.

Our LGBTQIA+ group True Colours expanded in 2023, with the establishment of an international chapter. True Colours

focused on allyship and mental health as part of its programme, developing a visibility tool kit to show openness and support

to people in the community, as well as focusing on a broader education programme for employees.

Our multicultural group Mosaic aims to highlight the diverse perspective of our

employees from different racial, ethnic and cultural backgrounds. In 2023 Mosaic

also expanded, establishing a European chapter. Globally, Mosaic marked cultural

events including Diwali, Native American History Month and Hispanic Heritage.

Mosaic also delivered education and micro-learning opportunities for employees

on relevant topics year-round.

Our Network of Women (“NOW”) continued to focus on themes including

mentorship, career development, networking and women’s health topics, such as

breast cancer, menopause and mental health awareness. NOW also facilitated

listening and feedback sessions for employees to support the embedding of our

new family leave policies.

#### Growing our employee resource groups

CASE STUDY

Pictured is Denis Vaughan (third from the right),

with members of Glanbia’s Executive Leadership,

receiving a values award for his work in setting up

the international chapter of True Colours in 

as well as his overall advocacy and leadership.

parents leave, support for employees

undertaking fertility treatments as well

as those who experience loss, is also

helping to foster an inclusive environment

that supports our employees.

We continue to focus on female

representation recording 40% female

participation in management in 2023, an

increase of 2% over 2022. We aspire to

achieve gender balance over time in our

management team and our continued

improvement of female representation at

this level demonstrates our commitment

and investment to ensure females can

thrive and advance at Glanbia.

#### Global employee base

In 2023, total Group employees, came

to 5,534 people based in 30 countries.

Glanbia Performance Nutrition had 2,040

employees while Glanbia Nutritionals

employed 2,814 people during the year.

Our joint venture had 680 employees in

2023.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

4.0

3.5

2.5

3.0

2.0

1.5

1.0

0

0.5

NAIC Average Food Manufacturing

2021 2022 2023

1.60

1.22

2.3

2021 2022 2023

2.0

1.6

1.4

1.8

1.2

1.0

0.6

0.8

0.0

0.2

0.4

NAIC Average Food Manufacturing

0.43

0.45

0.69

#### Health and Safety

#### Culture of safety

At Glanbia, employee health and safety

is an inherent part of our values and

commitments. We recognise that a

safe and healthy workplace is among

the basic principles and rights at work.

To achieve this we continually work to

the two core principles of “Zero Harm”

and “Business Excellence”. These

two principles are inextricably linked

with underlying management system

structures in place to support this

approach and mindset.

A strong health and safety culture

has been driven by management and

employees at all levels supported by our

“Zero Harm” mindset. All employees are

empowered to challenge unsafe work

conditions or practices. We support this by

having a safety committee across all our

operational sites which includes members

from all levels of the business.

#### Our management approach

Glanbia sites are operated under the

Glanbia Risk Management System

(“GRMS”). This occupational health and

safety management system allows a

uniﬁed approach to identify and mitigate

risks, and to engage our workforce

in continual improvement activities

and ensure the appropriate training

is provided and tailored to people’s

role. All sites are also subject to regular

health and safety audits by the relevant

government bodies, internal audit and

external assurance providers.

Using industry best practice, guidelines

and standards, the GRMS has been

#### Health and Safety Benchmarking – Food manufacturing

#### Total Recordable Incident Rate (TRIR)



#### Lost Time Incident Rate (LTIR)



Glanbia’s 2023 TRIR score was 1.60, slightly up from 1.22 in 2022 but still

substantially lower than the NAIC Food Manufacturing Average of 4.0.

1.  TRIR is the number of recordable, work-related incidences per 200,000 hours worked.

2.  LTIR is the number of lost time work related incidences per 200,000 hours worked.

Glanbia’s 2023 LTIR was 0.43, in line with last year (0.45). Glanbia's score

is signiﬁcantly lower than the NAIC Food Manufacturing Average of 1.2.

developed as an approach to deliver zero

fatalities or life-changing/critical injuries

across the Group.

We proactively manage assessed gaps

and process improvements which are

a direct output from GRMS. We use our

Glanbia Performance System (“GPS”)

which is based on lean thinking principles

as a framework to implement these

improvements. This is Glanbia’s in-house

vehicle to drive continuous improvement

using industry best practices to achieve

business excellence. Health and safety is

one of the key pillars of our GPS structure.

#### Our progress and key initiatives

While we recognise that there is no

acceptable level of accident or injury,

we experienced no fatalities (2022:0) or

life changing/critical injuries (2022:0)

during the year. Our Lost Time Incident

Rate (“LTIR”) was 0.43 in line with last

years performance (0.45) which was a

historical low for the Group. We noted an

increase in the Group’s Total Recordable

Incident Rate (“TRIR”) from 1.22 in 2022

to 1.60 in 2023. This increase is explained

by the addition of acquisitions that were

integrated into Group reporting in 2023.

Our internal benchmarking has also

indicated an excellent performance in

reference to the NAIC (“North American

Industry Code”) Occupational Health

and Safety Performance. In 2023, 93%

of all manufacturing sites were at or

better than NAIC average performance

in total recordable incidences. In 2023,

ﬁve operational locations had zero injuries

occur and nine operational locations had

zero lost time injuries.

Furthermore, we have had zero lost

time incidences in all laboratories, R&D

centres, and administrative/corporate

oces globally.

To support our central oversight

and drive process improvement,

safety dashboards were

developed for each operational

site. The dashboards contain

critical data including TRIR,

LTIR, Root Cause Analysis,

and injury classification. This

encourages sites to use the

data to prioritise improvement

areas to minimise repeat

occurrence of injury.

They are used as a

communication tool for sites

to update on performance

and compare performance

relative to their peers. It

allows management to view

consolidated data and trends

to identify where supplemental

programmes, training, capital

or resource could be applied to

reduce risk.

#### Central safety

#### dashboards

CASE STUDY

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

Glanbia plc | Annual Report and Financial Statements 

#### GPN Performance Overview

$’m FY 2023 FY 2022 Change

Constant

Currency

Change

Revenue 1,795.6 1,712.5 +4.9% +4.8%

EBITA 255.4 191.9 +33.1% +33.7%

EBITA margin 14.2% 11.2% +300bps

Commentary on percentage movements is on a constant currency basis throughout.

#### Operations review

Steve Yucknut

CEO Glanbia

Performance

Nutrition

#### Revenue

$1,795.6m

2022: $1,712.5m

#### EBITA (pre-exceptional)

$255.4m

2022: $191.9m

#### EBITA Margin

14.2%

2022: 11.2%

#### GlanbiaPerformance

#### Nutrition\*

#1

Performance highlights:

Like-for-like (“LFL”) branded revenue growth of +5.1%

with volume -0.3% and pricing +5.4%;

Optimum Nutrition (“ON”) brand delivered LFL revenue

growth of 17.0% with both volume and price growth;

EBITA margin of 14.2% (2022: 11.2%), an increase of

300bps.

\*  Glanbia Nutrition is the #1 sports nutrition

company in the world – Euromonitor.

#### Glanbia

#### Performance

#### Nutrition

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Who we are

Glanbia Performance Nutrition (“GPN”)

is the number one global sports nutrition

portfolio with a growing position in US

Lifestyle nutrition. Our mission is to

inspire people everywhere to achieve

their performance and healthy lifestyle

goals, and we achieve this through

education, advocacy, quality and

authenticity.

#### Our brands

Optimum Nutrition (“ON”) is the world’s

no. 1 sports nutrition brand. Our portfolio

also comprises: BSN, Isopure, Nutramino,

SlimFast, think!, Amazing Grass, Body &

Fit and LevlUp. Each brand has its own

brand essence and consumer appeal.

Our brands participate across a range

of formats such as powders, capsules

and tablets, drinks and bars and are sold

in a variety of channels such as online,

specialty and mass retail.

Innovation sits at the heart of our

business and we continuously develop

new products across our brands.

#### Financial performance 2023

In 2023 GPN made strong progress

against its strategic pillars delivering an

excellent performance.

Our strategic pillars focus on: capturing

the global potential of our $1 billion

ON brand; building a lifestyle nutrition

platform in North America; accelerating

growth in priority international markets;

and maximising the omnichannel

opportunity.

In 2023 GPN’s revenue increased by 4.8%

in 2023. This was driven by price increases

of 5.4% partly oset by a volume decline

of 0.6%. Pricing was positive following the

execution of price increases in 2022.

The price increases implemented

to oset inﬂation have largely been

maintained across the portfolio with

price elasticity within the performance

nutrition category better than expected.

The volume decline was largely

driven by the SlimFast brand, which

represents 9% of GPN’s revenue, with

the previously highlighted challenges in

the diet category impacting the brand’s

performance.

ON, which represents 62% of GPN’s

revenue, delivered both volume and price

growth in the period as the strength

of the brand continues to drive global

distribution and velocities, supported

by increased marketing activation and

brand investment.

GPN’s EBITA increased by 33.7% versus

prior year to $255.4 million and EBITA

margin increased by 300 basis points

to 14.2%. This was driven by continued

focus on revenue growth management

initiatives, operating eciencies and

margin optimisation. The positive phasing

of input costs in the second half of 2023

supported both further brand investment

and margin improvement.

#### Isopure’s ‘purity’ driving strong growth in US and international markets

Isopure is one of GPN’s healthy lifestyle

brands which features a range of

products such as Zero and Low Carb

Protein Powder, Infusions Protein

Powder, Isopure RTD and Collagen.

Isopure aims for the highest standards

of protein made with the simplest of

ingredients – all without sacrificing

taste. Isopure can be found nationwide

in the U.S. in online and offline channels

and has an established presence

internationally in Mexico and India.

Isopure has enjoyed strong growth in

the US and overseas in recent years.

This accelerated performance has

been anchored by the brand’s purity

positioning which is appealing to an

increasingly broad group of consumers

who are looking for clean, high quality

protein rich nutritional supplements.

In 2022, the brand launched a new

campaign – ‘Add Less, Do More’ which

featured a new outdoor look and feel

which helped to differentiate the brand

within the protein powder category and

reinforce its purity positioning. Growth

in the US has been driven by broader

distribution in a range of channels

and increased investment behind

digital and social media driving higher

awareness and consideration, bringing

in new consumers to the brand and the

category.

CASE STUDY

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Glanbia plc | Annual Report and Financial Statements 

35%

65%

21%

35%

12%

32%

10%

11%

4%

75%

Americas

GPN Americas grew LFL revenue by

0.9% in 2023, with strong growth in

the ON and Isopure brands oset by

anticipated declines in the SlimFast

brand. The ON brand continues to

strengthen its strong consumer

position and delivered US consumption

growth of 13.7%

¹

in 2023, building on a

strong comparative period. This was

driven by strong growth in the club

International

GPN International, which represents 35%

of GPN global revenue portfolio, grew

LFL revenue by 12.8% in 2023. Growth

across the region was broad based and

driven by both volume and price growth

of the ON brand, which was supported

by increased brand investment and

expanded distribution.

1. Consumption growth is US measured in channels

and includes Online, FDMC (Food, Drug, Mass,

Club) and Specialty channels. Data compiled from

published external sources and Glanbia estimates for

the 52 week period to 31 December 2023.

#### Operations review continued

#### Glanbia Performance Nutrition

#### Strong growth in the UK market driven by brand activation and omnichannel distribution

In the UK, our second largest GPN

market outside of US, we have

continued to scale our presence as a

true omnichannel player within the

market. Our Sports Nutrition category

captaincy with key retail partners

has driven strong ON distribution

expansion in our offline channels while

we continue to drive growth in our online

channels through strong execution in

key marketplaces and via our owned

D2C platform. Innovation has continued

at pace with the launch of the new ON

Clear Protein 100% Plant Protein Isolate

and the revamped ON bar range.

The SlimFast brand performance

continues to be impacted by headwinds in

the overall diet category though we have

seen positive brand and consumer metrics

following the launch of the refreshed brand

campaign (Oomph for your Boomph).

CASE STUDY

#### GPN FY 2023 revenue overview

By region By channel By format

LFL growth:

Americas  %

International  %

LFL growth:

Online  %

FDMC  %

Distributor  -%

Specialty  -%

LFL growth:

Pow d e r s  %

RTE  -%

RTD  -%

Other  %

and online channels and was supported

by the successful activation of the

‘More of You in You’ brand campaign.

Trends in the healthy lifestyle portfolio

remained robust, with US consumption

growth of 11.2%¹ across the think!, Isopure

and Amazing Grass brands. The strong

growth in the ON and Isopure brands

in the period was driven largely by

the powders format, which continues

to resonate as a value oering with

consumers.

#### McLaren F 1 team – official partnership

Optimum Nutrition is the official sports

nutrition partner of the McLaren Formula

1 team, beginning February 2024.

In a long-term deal featuring exclusive

content, branding and merchandising,

ON will support the McLaren drivers

and the record breaking McLaren pit

crew in achieving new levels of human

performance in F1.

Formula 1 is one of the world’s fastest

growing spectator sports, attendance up

36% from 2019, digital audience growing

by 40% year-on-year, and reaching a

1.54bn TV audience annually. McLaren

is an iconic global brand with a long

standing reputation for performance,

with a strong digital following and

achieved 4th place in the 2023

constructors’ championship.

The McLaren pit crew hold the world

record fastest ever pit stop at 1.8 seconds.

CASE STUDY

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

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FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Double-digit growth drives

#### Optimum Nutrition to over $1.1bn

Firmly established as the world’s # 1

Sports Nutrition brand, Optimum

Nutrition is the global leader in sports

nutrition through its uncompromising

commitment to quality, performance and

innovation across a wide portfolio of

products and formats. This includes

Optimum Nutrition Gold Standard Whey,

the world’s best-selling protein powder.

Optimum Nutrition delivered revenue in excess of $1bn in

2023, the first sports nutrition brand to reach the milestone.

Growth has been driven by enhancing the brand’s

reputation among its core sports nutrition audience while at

the same time effectively recruiting consumers beyond that

core audience. Optimum Nutrition consumers are typically

highly engaged in the category, see sports nutrition as an

“essential” spend and shop in online and offline channels in

over 100 countries. Optimum Nutrition’s foundation is built

on a reputation for high quality, innovative products across

protein and energy using the very best ingredients and

manufacturing processes.

The Optimum Nutrition brand is brought to life through its

“More of You In You” communications platform which was

launched in 2022. More of You In You is executed in multiple

digital and social channels using brand created content

and the endorsement of elite athletes such as the American

Tennis player, Taylor Fritz; Indian Cricketer, Rishabh Pant;

Irish Rugby player, Hugo Keenan; and Ireland’s Gaelic

Players Association (“GPA”) as well as local partnerships.

The Optimum Nutrition range is constantly refreshed

through new products, flavours and pack sizes to help more

consumers engage with the brand.

CASE STUDY

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Glanbia plc | Annual Report and Financial Statements 

#### Operations review continued

#### Glanbia

#### Nutritionals

#### Nutritional Solutions Revenue

$1,008.5m

2022: $ 1,186.8m

#### US Cheese Revenue

$2,621.3m

2022: $3,044.4m

#### GN divisional Performance Overview

$’m

FY 2023 FY 2022

Revenue EBITA Margin % Revenue EBITA Margin %

Nutritional Solutions 1,008.5 126.2 12.5% 1,186.8 135.0 11.4%

US Cheese 2,621.3 42.4 1.6% 3,044.4 38.8 1.3%

Total GN 3,629.8 168.6 4.6% 4,231.2 173.8 4.1%

Commentary on percentage movements is on a constant currency basis throughout.

#### Nutritional Solutions (NS)

$’m FY 2023 FY 2022 Change

Constant

Currency

Change

Revenue 1,008.5 1,186.8 -15.0% -14.9%

EBITA 126.2 135.0 -6.5% -6.2%

EBITA margin 12.5% 11.4% +110bps

NS Performance highlights:

LFL revenue decline

#### of 12.3% with volumes

#### -3.3% and pricing

-9.0%.

EBITA margin of 12.5%,

#### an increase of 110 basis

#### points versus 2022.

Sequential volume

improvement as the

#### period progressed, with

#### positive volumes in Q3

#### and Q4.

Brian Phelan

CEO Glanbia

Nutritionals

#### Whey protein

#### isolate

#### Customised

#### premix

#1#2

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Who we are

Glanbia Nutritionals (“GN”) is a leading

innovation and solutions partner to the

global food and nutrition industry. GN

Nutritional Solutions (“NS”) is a global

provider of customised premix solutions,

proteins and ﬂavours. GN US Cheese

together with our joint venture partner

is the leading supplier and marketer of

American-style cheddar cheese in the US.

#### What we do

GN NS is a global business delivering

a broad range of innovative ingredient

solutions that improve product

functionality and nutritional proﬁle.

The business has a deep protein

expertise, a scaled position in custom

premix solutions and global ﬂavours

expertise that enhance global solutions

capabilities. Through our innovative

ingredient solutions, we proudly solve

our customers’ product challenges

across the mainstream food and

beverage industry, health and ﬁtness

industry, and specialised nutrition

sector. Our expertise, innovations and

custom formulations enable them to

outperform their competition. GN’s US

Cheese business together with its US

joint venture cheese and dairy operations

is a leading supplier and marketer of

American-style cheddar cheese, used

by leading retail brand owners and food

serviceorganisations.

#### Nutritional

#### Solutions

#### Cheese

•  Strong growth categories

#### • Track record of organic and acquisition

#### growth and strong return on capital

#### employed

#### • Strong market positions across key

#### platforms

#### • Global and regional customers

•  Deep innovation expertise

•  Flavour capabilities and solutions

•  Supply chain leverage

•  Stable earnings and cash flow and

#### strong return on capital employed

•  supplier of American- style cheddar

#### cheese

•  Deep customer relationships

•  Operationally integrated with NS dairy

#### solutions

•  Innovative scale model – investment

#### through JV model

•  Trusted joint venture partner

#### for the MWC and SWC joint venture

#### (MWC-Southwest Holdings, LLC)

#### Financial performance 2023

GN NS revenue decreased by 14.9% in

2023. This was driven by a 3.3% decrease

in volume, 9.0% decrease in price and a

decrease of 2.6% driven by the net impact

of acquisitions and disposals. The volume

decline was driven largely by customer

supply chain rebalancing in the custom

premix solutions business in the ﬁrst half

of the year, which sequentially improved

as the year progressed. Volumes in

the protein business were positive and

underpinned by good demand for

protein. The price decline was driven by

the decline in dairy market pricing, with

positive pricing in the custom premix

solutions business.

GN NS continues to support customers

across a broad range of categories,

ultimately seeking to address growing

consumer health and wellness trends.

While 2023 saw a period of customer

inventory rebalancing in the custom

premix business, the demand at a

consumer level remains fundamentally

unchanged.

GN NS EBITA was $126.2 million, a 6.2%

decline versus prior year, primarily as a

result of the volume decline in the ﬁrst

half of 2023. EBITA margins increased by

110 basis points versus prior year to 12.5%

as a result of both operating eciencies

and the mathematical impact of lower

dairy pricing.

#### Delivering against our strategy

GN NS has an ambitious growth strategy

leveraging its existing portfolio and

market leadership in whey protein isolate

and custom premix. NS will continue

to make selective complementary

acquisitions, which can build on existing

platforms as well as expand into adjacent

capabilities.

#### NS growth strategy

Build on core strength in custom premix

solutions

The custom premix business continues to

perform well and we remain ambitious

for growth.

Scale extensive protein capability

and deep expertise

As consumer habits continue to evolve

we are leveraging our core expertise

to innovate new protein solutions and

applications to address market needs.

Scale complementary technologies and

further M&A

As consumers expand their tastes, and

brand owners seek to oer increasingly

novel and tailored nutrition solutions,

NS will seek to identify growth areas in

adjacent solutions.

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Glanbia plc | Annual Report and Financial Statements 

#### NS investment in Colostrum –

#### enriched nutraceuticals

Colostrum is considered a “superfood” due to its excellent

nutritional profile and bioactive compounds. It is used and widely

accepted in global markets for its immunity, cognitive, and gut

health properties, supported by numerous clinical studies. Dairy

colostrum is incredibly rich in desirable nutrients like proteins,

fats, minerals and immunoglobulins. It is processed and sold in

powder form for use in many products.

The market for immune and gut health products is robust and Glanbia Nutritionals

has strengthened its investment in this space to meet the demand with the 2023

addition of PanTheryx’s B2B colostrum business (under the APS and LaBelle

brands), joining the Sterling Technology colostrum business acquired in 2022.

#### New extrusion line at

PacMoore to meet demand

Consumers continue to show strong interest in new product

formats to address their desire for convenient, great-

tasting, healthy snacks. Protein remains the most desired

macronutrient for these types of snacks, with extruded

protein snacks and cereals emerging as one of the fastest

growing categories.

The 2022 acquisition of PacMoore aligned with Glanbia Nutritionals’

healthy snacking expansion strategy gave Glanbia a unique position in the

marketplace by vertically integrating its dairy and plant-based protein

expertise with PacMoore’s extrusion expertise to deliver a complete protein

snacking solution to its customers. Glanbia’s range of extruded protein

crisps for inclusions and larger protein bites, loops, and curls for standalone

cereals and snacks is unparalleled in the market.

To manage the accelerating growth opportunity, Glanbia Nutritionals

invested in a second extrusion line at its PM facility in Mooreseville, Indiana,

USA that went live in Q4 2023. This line includes the latest extrusion

technology and increases Glanbia’s extrusion capacity to meet the growing

demand in the category. The addition of a second extrusion line will

strengthen Glanbia Nutritionals’ leading position in protein-based extruded

solutions.

CASE STUDY

CASE STUDY

#### Operations review continued

#### Glanbia Nutritionals continued

#### Driving further

#### innovation

GN continues to invest in its innovation

capabilities across the organisation.

Our innovation hub situated near our

global headquarters in Kilkenny, Ireland,

works closely with customers, product

management, sales, and operations

teams to ensure we are focused our

customers’ innovation needs.

The state-of-the-art technology and

equipment at the Kilkenny research

facility supports the development and

creation of ingredient solutions for

bars, snacks, beverages, baked goods

and more for the European food and

drink industry. The innovation hub

also facilitates customer interactions

and meetings, supporting a rapid

development process and delivering

efficient prototyping and ultimately

offering a swift route to market for

brands creating new products. The new

research facility also helps deliver a

competitive advantage to our customers

in launching new products, aligned with

market trends and consumer demand.

We have also invested in our Singapore

innovation centre and satellite R&D

in China, with plans for a Japanese

innovation centre to serve the Aspac

region. Building out our R&D centres is

a fundamental element of GN’s global

investment strategy.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

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FINANCIAL

STATEMENTS

OTHER

INFORMATION

Our health and wellness cheese platform provides

cheeses that deliver increased health benefits to

an already healthy snack. Key innovations include

varieties such as higher-protein cheddar, probiotic

cheddar and Vitamin D fortified cheeses.

MWC is one of the two plants within the MWC-

Southwest joint venture. Located in St. Johns,

Michigan, it was commissioned in 2020 and

processes 2.9 billion pounds of milk each year

producing in excess of 330 million pounds of

superior block cheese and 21 million pounds of

value-added whey protein powders.

#### High Protein Cheddar MWC – JV operation

#### US Cheese

Our combined US Cheese business including our US JV cheese

and dairy operations make us the #1 supplier and marketer of

American-style cheddar cheese.

US Cheese revenue declined by 13.9% in 2023. This was driven by

a 0.7% increase in volume and a 14.6% decline in price, with the

pricing decline aligned to the lower year-on-year cheese market

pricing.

US Cheese EBITA increased by 9.6% to $42.4 million as a result of

strong operating efficiencies and some procurement benefits.

US Cheese operates a pass-through pricing model which broadly

protects earnings from changes in market pricing.

#### US Cheese

$’m 2023 2022

Reported

Change

Constant

currency

Change

Revenue 2,621.3 3,044.4 (13.9)% (13.9)%

EBITA 42.4 38.8 +9.3% +9.6%

EBITA margin 1.6% 1.3% +30bps

#### Joint Ventures

#### Focused on MWC-Southwest Holdings

The Group’s share of joint ventures’ profit after tax pre-

exceptional items decreased by $3.8 million to $12.5 million,

largely driven by the sale of its shareholdings in the Glanbia

Cheese Limited and Glanbia Cheese EU Limited (collectively

“Glanbia Cheese”) joint ventures on 28 April 2023.

On completion, the Group received initial proceeds of €178.9

million, which included repayment of shareholder loans. The

memorandum of understanding for the sale was signed on

14 February 2023 and the Group ceased to apply the equity

method of accounting for its interest in these joint ventures from

this date.

#### Joint Ventures (Glanbia share)

$’m – pre-exceptionals 2023 2022 Change

Share of joint ventures’ profit after tax

– continuing operations 12.5 16.3 (3.8)

Total 12.5 16.3 (3.8)

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Glanbia plc | Annual Report and Financial Statements 

#### Chief Financial Officer’s review

Mark Garvey

Chief Financial Officer

#### A year of strong

#### earnings growth

#### delivers a record

#### performance

#### Adjusted EPS –

#### continuing operations ($)

131.37 cent

(2022: 109.57 cent)

+19.9% reported currency

+20.5% constant currency

#### EBITA (pre-exceptional)

$424.0m

(2022: $365.7m)

+15.9% reported currency

+16.4% constant currency

#### OCF conversion

90.4%

(2022: 85.7%)

OCF as % of EBITDA

#### ROCE – continuing operations

12.2%

(2022: 10.7%)

+150bps

#### Dividend payout ratio

29.2%

(2022: 31.0%)

Dividend per share as a % of adjusted EPS

(continuing and discontinued)

#### Profit after tax –

#### continuing operations

$347.7m

(2022: $210.3m)

+65.3% reported currency

+66.7% constant currency

#### Basic EPS –

#### continuing operations ($)

#### 130.41 cent

(2022: 76.55 cent)

+70.4% reported currency

+71.7% constant currency

“A combination of pricing actions,

operational efficiencies and portfolio

evolution allowed the Group to

successfully navigate volatile market

conditions and deliver another year of

record earnings – the highest in the

history of the Group.”

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Following a very strong performance in 2022, positive momentum

continued into 2023 with another record year of earnings, the

highest in the history of the Group. A combination of pricing

actions, operational eciencies and portfolio evolution enabled

the Group to successfully navigate volatile market conditions,

delivering this performance above the upper end of market

guidance, while continuing to evolve the Group’s strategic

agenda. Revenues decreased by 8.7% (constant and reported

currency) to $5.4 billion with EBITA (before exceptional gains)

of $424.0 million achieved, representing an increase of 16.4%

constant currency (reported 15.9%) over prior year. The Group

reported adjusted EPS of 131.37 cent (all continuing operations),

an increase of 20.5% constant currency (reported 19.9%) on

prior year. Basic EPS from continuing operations of 130.41 cent

was achieved (2022: 76.55 cent), an increase of 71.7% constant

currency (+70.4% reported).

The Group’s portfolio continued to evolve, completing the sale of

the Group’s holding in the Glanbia Cheese joint ventures to our

joint venture partner, Leprino Foods, in April 2023. The Group also

completed the exit of the Aseptic Solutions business, a small US

based bottling facility, concluding a process that commenced in

2022. During quarter four, the B2B bioactive ingredients business

of PanTheryx was acquired, further adding to the capacity and

capabilities of the Group.

2023 also marked the transition of presentation currency of

the Group from euro to US dollar, better reﬂecting the Group’s

core markets in light of recent portfolio changes. The change in

presentation currency reduces the impact of foreign exchange

volatility as the Group generates the majority of its revenues and

earnings, and has signiﬁcant assets and liabilities denominated

in dollars.

Operating cash ﬂow (“OCF”) was strong at $445.9 million

converting 90.4% of EBITDA into OCF, against a target of 80%

conversion. Free cash ﬂow (“FCF”) for the year was $389.8 million.

Banking facilities were reﬁnanced in late 2022, extending the

maturity of all near term Group facilities, with the earliest

becoming due for repayment in December 2027. When combined

with the Group’s ability to generate cash, this positions the Group

well with the capacity to ﬁnance future investments and progress

the strategic growth agenda.

Return on Capital Employed (“ROCE”) from continuing operations

increased by 150 basis points to 12.2% (2022: 10.7%), with the

consistent delivery of proﬁts as the Group reshapes and

simpliﬁes the portfolio, invests in proﬁtable growth and continues

to drive margin improvement and strong operating returns.

Share buyback activity continued during 2023, returning

€100 million to shareholders in the year. With conﬁdence

in the strong cash generation abilities of the organisation,

further buyback programmes will be considered in 2024 as an

eective mechanism to return value to shareholders, with an

additional buyback recently announced. In addition, the Board

is recommending a ﬁnal dividend of 21.21 euro cent per share

representing a dividend payout of 29.2% of adjusted Earnings Per

Share in respect of 2023.

Finally, the Group continued to progress the ESG agenda during

2023 including the eective management of the evolving

regulatory environment globally. I was delighted to join the ESG

Committee in December 2023 and look forward to supporting

the organisation in delivering against our objectives in the future.

#### Looking ahead

In 2022, the Group’s three year ambitions (starting in 2023) were

outlined and after the ﬁrst year, these ambitions remain ﬁrmly on

track. Management are conﬁdent that the strong performance

in 2023, coupled with a clear strategic direction, positions the

Group well to navigate a volatile environment, including rising

geopolitical tensions, the indirect impact of inﬂation and global

supply chain disruption, to further enable growth.

This growth journey will continue to be a blend of organic and

M&A activity as a strong ﬁnancial position will enable the Group

to capitalise on these opportunities as they arise.

From 2024, the Group is adopting new commercial terms

associated with its US joint venture operations, changing the

recognition and presentation of revenues and cost of sales,

without any material impact on proﬁts. In addition, the Group

will move to presentation of Earnings Before Interest, Tax,

Depreciation and Amortisation (“EBITDA”). These presentational

changes will continue the Group’s ambition to simplify reporting

to be more in line with its peers.

#### 2023 Income Statement review

Revenue and EBITA

Revenue and EBITA are key performance indicators (“KPIs”) for

the Group. In particular the Group focuses on revenue, volumes

and EBITA margins to assess underlying performance. Details of

these KPIs are set out below.

$’m 2023 2022  Change

Constant

Currency

Change

Revenue

GPN 1,795.6 1,712.5 4.9% 4.8%

GN 3,629.8 4,231.2 (14.2%) (14.2%)

Total Revenue  5,425.4 5,943.7 (8.7%) (8.7%)

EBITA (pre-exceptional)

GPN 255.4 191.9 33.1% 33.7%

GN 168.6 173.8 (3.0%) (2.7%)

Total EBITA 424.0 365.7 15.9% 16.4%

EBITA margin (pre-exceptional)

GPN 14.2% 11.2% +300bps

GN 4.6% 4.1% +50bps

Total EBITA margin 7.8% 6.2% +160bps

Revenue

Revenue decreased in 2023 by 8.7% versus prior year (constant

and reported currency basis) to $5.4 billion. Like-for-like (“LFL”)

wholly-owned revenue decreased by 8.2%, driven by volume and

pricing declines of 0.5% and 7.7% respectively. Detailed analysis

of revenue is set out below.

Glanbia Performance Nutrition

FY22 FX FY22 CC Volume Price FY23

$0m

$300m

$600m

$1,000m

$1,300m

$1,600m

$2,000m

0.9m

(0.6%)

5.4%

$1,712.5m

$1,713.4m

$1,795.6m

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Glanbia plc | Annual Report and Financial Statements 

#### Chief Financial Officer’s review continued

Glanbia Performance Nutrition (“GPN”) recorded a total revenue

increase of 4.8% constant currency (4.9% reported) in 2023

versus prior year. LFL branded revenue grew 5.1%, with strong

performance across US Sports Nutrition, Healthy Lifestyle and

International markets driven by solid underlying consumption

trends as well as the successful implementation of price

increases to mitigate cost inﬂation, oset by headwinds in the

weight management category. Overall, price increases of 5.4%

were achieved, volume declined 0.6%.

Glanbia Nutritionals

Glanbia Nutritionals (“GN”) revenues declined 14.2% (constant

and reported currency) in 2023, driven by volume declines of

0.4%, price decreases of 13.0% and M&A related reductions of

0.8% as the positive impact of recent acquisitions was more than

oset by divestment activity.

Nutritional Solutions

FY22 FX FY22 CC Volume Price Acquisitions FY23

$0m

$250m

$500m

$750m

$1,000m

$1,250m

(1.3m)

(3.3%)

(9.0%)

(2.6%)

$1,186.8m

$1,185.5m

$1,008.5m

US Cheese

FY22 FX FY22 CC Volume Price FY23

$0m

$500m

$1,000m

$1,500m

$2,000m

$2,500m

$3,000m

(0.0m)

0.7%

(14.6%)

$3,044.4m $3,044.4m

$2,621.3m

Nutritional Solutions (“NS”) volumes decreased by 3.3%, with

a decline in premix volumes partially oset by positive dairy

volumes. NS pricing declined 9%, primarily due to lower whey

markets, partially oset by positive premix pricing. US Cheese

volumes were 0.7% higher than prior year, with negative pricing

of -14.6% due to market pricing dynamics.

EBITA (pre-exceptional)

EBITA before exceptional items increased 16.4% constant

currency (15.9% reported) to $424.0 million (2022: $365.7 million)

with strong EBITA delivery in GPN, with GN marginally down

primarily due to supply chain destocking. EBITA margin in FY

2023 was 7.8% compared to 6.2% in 2022, representing an

increase of 160 basis points.

GPN pre-exceptional EBITA increased by 33.7% constant

currency to $255.4 million (2022: $191.9 million), an increase of

33.1% on a reported basis. GPN pre-exceptional EBITA margin

at 14.2% for the year was 300 basis points higher than prior year

(2022: 11.2%).

GN pre-exceptional EBITA declined 2.7% constant currency

to $168.6 million (2022: $173.8 million), a decrease of 3.0% on a

reported basis. GN pre-exceptional EBITA margin was 4.6%, an

increase of 50 basis points from 2022 (2022: 4.1%).

Net finance costs (pre-exceptional)

$’m 2023 2022 Change

Finance income 9.8 1.9 7.9

Finance costs (22.1) (23.7) 1.6

Net ﬁnance costs (12.3) (21.8) 9.5

Net ﬁnance costs (pre-exceptional) decreased by $9.5 million

to $12.3 million (2022: $21.8 million). The decrease was primarily

driven by a reduction in the Group’s average net ﬁnancial

indebtedness during 2023 compared to 2022, as well as strong

returns on gross cash balances as variable interest rates rose

in the period. The Group’s average interest rate was 2.0% (2022:

2.3%). Glanbia operates a policy of ﬁxing a signiﬁcant amount of

its interest exposure, with 95% of projected 2024 debt currently

contracted at ﬁxed rates.

Share of results of joint ventures (all continuing operations)

$’m – pre-exceptional 2023 2022 Change

Share of profits of joint

ventures 12.5 16.3 (3.8)

The Group’s share of results of joint ventures is stated after tax

and before exceptional items. The Group’s share of joint venture

proﬁts from continuing operations decreased by $3.8 million to

$12.5 million (2022: $16.3 million), primarily as a result of disposals

in the year (see below), somewhat oset by an improvement in

the performance of the retained US joint venture operations.

Following the agreement reached to sell the Group’s share of its

investments in the Glanbia Cheese UK and Glanbia Cheese EU

joint venture operations on 14 February 2023, equity accounting

ceased to apply from this date and the investments were

considered held-for-sale. This sales transaction was completed

on 28 April 2023.

Income taxes

$’m 2023 2022 Change

Income taxes 44.7 27.1 17.6

Exceptional tax credit 1.8 6.0 (4.2)

Income taxes (pre-exceptional) 46.5 33.1 13.4

Effective tax rate 14.0% 12.5% +150bps

The 2023 pre-exceptional tax charge increased by $13.4 million to

$46.5 million (2022: $33.1 million). This represents an eective tax

rate, excluding joint ventures, of 14.0% (2022: 12.5%). The tax credit

related to exceptional items is $1.8 million (2022: credit of $6.0

million). The Group currently expects that its eective tax rate for

2024 will increase as a result of global tax legislation changes in

the jurisdictions in which the Group operates.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Exceptional items

$’m – continuing operations 2023 2022

Net exceptional gain on disposal/exit of

operations (note 1)

56.3 -

Pension related costs (note 2)  (2.5) (1.8)

Portfolio related reorganisation costs

(note 3)

(6.0) (3.1)

Changes in fair value of contingent

consideration (note 4)

- 7.1

Non-core assets held-for-sale (note 5) - (46.1)

Total 47.8 (43.9)

Share of results of joint ventures (note 2) - 0.2

Exceptional tax credit 1.8 6.0

Exceptional gain/(charge) – continuing

operations 49.6 (37.7)

$’m – discontinued operations 2023 2022

Exceptional (charge)/gain from

discontinued operations (note 6) (3.2) 60.3

Total exceptional gain in the year 46.4 22.6

Details of the exceptional items are as follows:

1.  Net exceptional gain on disposal/exit of operations primarily

relates to the net gains on disposal of the UK and EU Glanbia

Cheese joint venture operations and a small US bottling

facility (Aseptic Solutions) which was designated as held-for-

sale at 31 December 2022 (note 5 below). Both transactions

concluded during 2023 and the net gain represents the

dierence between proceeds received net of costs associated

with the divestment and exit of these non-core businesses and

the carrying value of the investments.

2.  Pension related costs relate to the restructure of legacy

deﬁned beneﬁt pension schemes associated with the Group

and joint ventures, which included initiating a process for the

ultimate buyout and wind up of these schemes and a further

simpliﬁcation of schemes that remain. Costs incurred relate

to the estimated cost of the settlement loss as a result of

acquiring bulk purchase annuity policies to mirror and oset

movements in known liabilities of the schemes (“buy-in”

transaction), as well as related advisory and execution costs,

net of gains from risk reduction activities. The restructuring

eort involved the careful navigation of external market

factors, with ﬁnal wind up of the schemes anticipated in 2024.

3.  Portfolio related reorganisation costs relate to indirect one

o costs as a result of recent portfolio changes. Following

divestment decisions related to non-core businesses, the

Group launched a programme to realign Group-wide support

functions and optimise structures of the remaining portfolio,

to more eciently support business operations and growth.

This strategic multi-year programme continues in 2024. Costs

incurred to date relate to advisory fees and people-related

costs.

4.  Prior year changes in fair value of contingent consideration

relate to contingent payments associated with the 2021

LevlUp acquisition that reduced following an assessment of

conditions that gave rise to the additional payments.

5.  Prior year non-core assets held-for-sale relate to fair value

adjustments to reduce the carrying value of certain assets to

recoverable value. The assets relate to the Aseptic Solutions

business which was successfully divested during 2023 (see

note 1 above).

6.  Exceptional (charge)/gain from discontinued operations

relates to the divestment of Tirlán Limited (formerly known as

Glanbia Ireland DAC) (“Tirlán”). The prior year gain represents

the initial gain on disposal of the Group’s interest in this

entity. The current year charge relates to the crystallisation

of certain contingent costs associated with the divestment

transaction following the conclusion of negotiations

on separation of the common infrastructure of both

organisations.

Profit after tax

$’m 2023 2022 Change

Profit after tax – continuing

operations 347.7 210.3 137.4

(Loss)/profit after tax –

discontinued operations (3.2) 60.3 (63.5)

Profit after tax for the year 344.5 270.6 73.9

Proﬁt after tax for the year was $344.5 million compared to

$270.6 million in 2022, comprising continuing operations of

$347.7 million (2022: $210.3 million) and a loss on discontinued

operations of $3.2 million (2022: proﬁt of $60.3 million).

Proﬁt after tax from continuing operations comprises pre-

exceptional proﬁt of $298.1 million (2022: $248.0 million) and net

exceptional gain of $49.6 million (2022: charge of $37.7 million).

The $50.1 million increase in pre-exceptional proﬁt after tax

from continuing operations is driven by the continued growth

in proﬁtability of wholly-owned businesses net of reduced

proﬁtability of joint ventures following the disposal of the UK and

EU cheese joint venture operations in April 2023.

Proﬁt after tax from discontinued operations relates to the

divestment of the Group’s interest in Tirlán which completed in

April 2022, with further costs associated with the transaction

crystallising in 2023.

Earnings Per Share

2023 2022

Reported

Change

Constant

Currency

Change

Basic EPS  129.21c 98.40c 31.3% 31.3%

– continuing 130.41c 76.55c 70.4% 71.7%

– discontinued (1.20c) 21.85c (105.5%) (105.3%)

Adjusted EPS 131.37c 109.57c 19.9% 20.5%

– continuing 131.37c 109.57c 19.9% 20.5%

– discontinued nil nil nil nil

Basic EPS increased by 31.3% reported versus prior year, driven

by a year-on-year increase in pre-exceptional proﬁtability

and the exceptional one o gains arising on portfolio related

adjustments.

Adjusted EPS is a KPI of the Group, a key metric guided to the

market and a key element of Executive Director and senior

management remuneration. Adjusted EPS increased by

20.5% constant currency (19.9% reported) in the year, all from

continuing operations.

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Glanbia plc | Annual Report and Financial Statements 

#### Chief Financial Officer’s review continued

#### Cash flow

The principal cash ﬂow KPIs of the Group and Business Units

are Operating Cash Flow (“OCF”) and Free Cash Flow (“FCF”).

OCF represents EBITDA of the wholly-owned businesses net of

business-sustaining capital expenditure and working capital

movements, excluding exceptional cash ﬂows. FCF is calculated

as the cash ﬂow in the year before the following items: strategic

capital expenditure, equity dividends paid, expenditure on share

buyback, acquisition spend, proceeds received on disposal,

exceptional costs paid, loans/equity invested in joint ventures

and foreign exchange movements. These metrics are used

to monitor the cash conversion performance of the Group

and Business Units and identify available cash for strategic

investment. OCF conversion, which is OCF as a percentage

of EBITDA is a key element of Executive Director and senior

management remuneration. OCF and FCF for the Group are

outlined below, with further information included in the glossary

on pages 252 to 260.

$’m 2023 2022

EBITDA pre-exceptional 493.4 436.8

Movement in working capital (pre-

exceptional) (25.0) (42.1)

Business-sustaining capital expenditure (22.5) (20.4)

Operating cash flow 445.9 374.3

Net interest and tax paid (51.8) (85.7)

Dividends from joint ventures 32.0 15.3

Payment of lease liabilities (19.9) (17.4)

Other inflows/(outflows) (16.4) (3.5)

Free cash flow  389.8 283.0

Strategic capital expenditure (51.7) (52.1)

Dividends paid to Company shareholders (97.2) (88.9)

Share buyback (purchase of own shares) (108.7) (182.8)

Payment for acquisition of businesses/

subsidiaries (72.2) (60.3)

Exceptional costs paid (13.5) (22.4)

Proceeds from sale of property, plant and

equipment – 3.6

Loans/investment in joint ventures 67.8 (19.2)

Proceeds on disposal of non-core

businesses  132.0 339.3

Net cash flow 246.3 200.2

Exchange translation (5.5) (8.6)

Cash/(debt) acquired on acquisition 0.5 1.0

Net debt movement 241.3 192.6

Opening net debt  (490.0) (682.6)

Closing net debt  (248.7) (490.0)

OCF was $445.9 million in the year (2022: $374.3 million) and

represents a strong cash conversion on EBITDA of 90.4%

(2022: 85.7%). The OCF conversion target for the year was 80%.

The increase in OCF since prior year was due primarily to the

increased proﬁtability across the business, combined with a

reduced investment in working capital as pricing and inventory

volumes returned to more normalised levels following a level of

signiﬁcant inﬂation and supply chain disruption throughout 2022.

FCF was $389.8 million versus $283.0 million in 2022, with the

movement since prior year primarily as a result of movements in

OCF (as outlined above), as well as reduction in net interest cost

and increased dividend returns from joint venture operations.

Capital allocated for the beneﬁt of shareholders includes regular

dividend payments of $97.2 million (2022: $88.9 million) and the

execution of the share buyback programme of €100 million

(2022: €173.5 million). The Board continues to review buyback

programmes as part of the Group’s capital allocation strategy as

they provide an opportunity to allocate capital to the beneﬁt of

shareholders.

Acquisition spend relates primarily to the acquisition of the

B2B bioactive ingredients business of PanTheryx, for an initial

consideration of $45.1 million and the ﬁnal contingent payment

in respect of the 2022 Sterling Technology acquisition of $26.8

million. Divestment proceeds relate primarily to the disposal of

the Group’s interests in Glanbia Cheese UK and EU joint ventures

in April 2023.

Loans to/equity in joint ventures during 2023 includes the full

repayment of outstanding loans to Glanbia Cheese EU, in

advance of completing the disposal of the UK and EU cheese

businesses in April 2023.

#### Group financing

Financing Key Performance Indicators 2023 2022

Net debt ($’m) 248.7 490.0

Net debt: adjusted EBITDA  0.5 times  1.13 times

Adjusted EBIT: adjusted net ﬁnance

cost  38.1 times 17.0 times

The Group’s ﬁnancial position continues to be strong. At year-

end 2023, net debt was $248.7 million (2022: $490.0 million), a

decrease of $241.3 million from prior year and the Group had

committed debt facilities of $1.3 billion (2022: $1.3 billion) with

a weighted average maturity of 4.7 years (2022: 5.8 years).

Glanbia’s ability to generate cash, as well as available debt

facilities ensures the Group has considerable capacity to ﬁnance

future investments. Net debt to adjusted EBITDA was 0.5 times

(2022: 1.13 times) and interest cover was 38.1 times (2022: 17.0

times), both metrics remaining well within ﬁnancing covenants.

#### Use of capital

Capital expenditure

Cash outﬂow relating to capital expenditure in the year

amounted to $74.2 million (2022: $72.5 million), including $22.5

million of business-sustaining capital expenditure and $51.7

million of strategic capital expenditure. Key strategic projects

completed in 2023 include ongoing capacity enhancement,

business integrations and IT investments to drive further

eciencies in operations.

Investments in Joint Ventures

During 2023, a further $3.5 million was advanced to the Glanbia

Cheese EU operations which were subsequently divested

along with the Glanbia Cheese UK operations. In advance of

the divestment of UK and EU joint venture operations, which

completed in April 2023, outstanding loans of $71.3 million were

repaid in full.

Return on Capital Employed

2023 2022 Change

Return on Capital Employed: 12.2% 10.7% +150bps

– continuing operations 12.2% 10.7% +150bps

– discontinued operations – – –

ROCE increased in 2023 by 150 basis points to 12.2%. This increase

was primarily due to the continued growth in proﬁtability of the

wholly-owned business, as well as the successful execution of

strategy through pricing and eciency improvements to improve

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

margin and drive sustainable long term returns. Acquisitions

remain a key part of the growth strategy of the Group with

investments assessed against a target benchmark of 12% return

after tax by the end of year three.

Annual impairment testing

The Group monitors the performance of acquisitions on an

ongoing basis and completes annual impairment reviews in

respect of goodwill and intangible assets. No impairments

were identiﬁed from the 2023 review, nor did sensitivity analysis

identify any scenarios where a reasonably possible change in

assumptions would result in an impairment charge. Full details

of the annual impairment reviews are set out in Note 16 of the

ﬁnancial statements.

For the purposes of impairment testing, assets are grouped at

the lowest level for which there are separately identiﬁable cash

inﬂows, in Cash Generating Units (“CGUs”), and these CGUs are

kept under review to ensure that they reﬂect any changes to the

interdependencies of cash ﬂows within the Group.

Dividends

The Board is recommending a ﬁnal dividend of 21.21 €cent per

share which brings the total dividend for the year to 35.43 €cent

per share, a 10% increase on the prior year. This total dividend

represents a return of €93.9 million to shareholders from 2023

earnings and a payout ratio of 29.2% of 2023 adjusted Earnings

Per Share which is in line with the Board’s target dividend payout

ratio of 25% to 35%. The ﬁnal dividend will be paid on 3 May 2024

to shareholders on the share register on 22 March 2024.

Total Shareholder Returns

Total Shareholder Return (“TSR”) for Glanbia in 2023 was 28.04%.

The STOXX Europe 600 Food & Beverage Index (F&B Index), a

benchmark for the Group, decreased by 0.73% in 2023. The three-

year period 2021 to 2023 Glanbia TSR was +54.16% versus the F&B

Index which increased by 8.03%. The ﬁve-year Glanbia TSR to

2023 was +2.28% versus the F&B Index of +31.79%. Glanbia’s share

price at the end of the ﬁnancial year was €14.91 compared to

€11.92 at the 2022 year-end, representing an increase of 25.1%.

Impact of new and amended accounting standards

Adoption of new standards and amendments to existing

standards during the year did not have a material impact on the

Group.

#### Pension

The Group’s net pension position under IAS 19 (revised)

‘Employee Beneﬁts’, before deferred tax, improved by $5.5

million since 2022, resulting in a net pension asset of $7.2 million

at 30 December 2023 (2022: asset of $1.7 million). The deﬁned

beneﬁt pension position is calculated by discounting the

estimated future cash outﬂows using appropriate corporate

bond rates. During 2023, the Company progressed the

restructuring of UK pension schemes successfully completing

the “buy-out” of two legacy schemes and further reducing the

Group’s exposure to liabilities on these schemes. It is anticipated

that these UK schemes will ultimately be wound up in 2024.

#### Foreign exchange

Glanbia generates the majority of its earnings in US dollar

currency and has signiﬁcant assets and liabilities denominated

in US dollars. As a result, from 2023 Glanbia changed the

currency in which it presents its ﬁnancial results from euro to

US dollar to reduce (but not eliminate) the impact to reported

numbers arising from currency movements year-on-year

and on retranslation of non-monetary assets and liabilities

in the preparation of the consolidated ﬁnancial statements.

Commentary continues to be provided on a constant currency

basis to provide a better reﬂection of the underlying operating

results in the year, removing the translational currency impact.

To arrive at the constant currency change, the average foreign

exchange rate for the current period is applied to the relevant

reported result from the same period in the prior year. Key non-

US dollar currencies for the Group over the period were euro and

pound sterling, for which average and year-end rates were as

follows:

Average Year-end

2023 2022 2023 2022

1 US dollar

converted to euro 0.9247 0.9493 0.9050 0.9376

1 US dollar

converted to

pound sterling 0.8043 0.8095 0.7865 0.8315

#### Investor relations

Glanbia has a proactive approach to shareholder engagement

with the Annual General Meeting (“AGM”) being a key event

annually. In 2023, an in person AGM was held on 4 May at the

Lyrath Hotel in Kilkenny, Ireland. All details relating to the AGM

were published on the Company’s website: www.glanbia.com/

agm.

The Group Chairman consulted directly with a number of

shareholders during the year. In addition, the Chair of the

Remuneration Committee consulted with shareholders on

the Company’s Remuneration Policy. Feedback from these

engagements was shared with and discussed with the Board.

In 2023, Glanbia attended 11 international equities investor

conferences. In May 2023, the Group held an analyst event in

London, UK, providing a deep dive on the GPN business, its

strategy and key growth drivers.

In addition to full year and half year results, Glanbia publishes

interim management statements after the ﬁrst and third

quarters to provide investors with a regular update on

performance and expectations throughout the year. All releases,

reports and presentations are made available immediately on

publication on the Group’s investor relations website.

#### Annual General Meeting (AGM)

Glanbia plc’s AGM will be held on Wednesday, 1 May 2024, at 11.00

a.m. in the Newpark Hotel, Kilkenny, R95 KP63, Ireland.

Mark Garvey

Chief Financial Officer

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

Glanbia plc | Annual Report and Financial Statements 

#### We recognise that food

#### systems are deeply

#### connected to the planet’s

#### resources, and companies

#### like ours play a critical role in

#### protecting the environment.

Discover more on pages

-

Together with our stakeholders, we’re working to

support a resilient food system and find solutions

to the world’s most urgent environmental

challenges. Our sustainability strategy focuses on

our people, our planet and our performance.

## Impact

## Delivering

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### People

At Glanbia we want to

empower all our people to

perform at their best,

#### realise and expand their

#### potential and build

#### fulfilling careers.

#### Performance

#### Working together with our

#### stakeholders and focusing

#### on areas with the highest

#### impact, we strive to help

#### protect the environment

#### for generations to come.

#### Planet

#### When it comes to climate

#### change, we have strict

#### environmental targets

related to climate, water,

#### packaging and waste.

Discover more on page

-

Discover more on pages -

Discover more on page 

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

Glanbia plc | Annual Report and Financial Statements 

#### Sustainability

At Glanbia, we deliver better nutrition

for every step of life’s journey. Each

decision we make and action we take is

rooted in respect: respect for people in

communities near and far, respect for the

planet, respect for business ethics and

for performance.

Our purpose and products have real

meaning and impact in a world where

lifestyle diseases are the number one

killer worldwide, and where better

diets and active lifestyles are the most

important preventative measures. Better

Nutrition is at the core of what we do. In

Glanbia Performance Nutrition (“GPN”)

our products support consumers directly,

and in Glanbia Nutritionals (“GN”) our

functional ingredients and solutions

support the wider food industry and

customer base.

Delivering Better Nutrition is our

purpose. Our Environmental, Social and

Governance (“ESG”) focus is about how

we bring that to life. It is about delivering

better nutrition responsibly.

#### Driving action to achieve our

#### sustainability targets

Guided by our materiality assessments

on where to prioritise, we have developed

a robust and ambitious approach to

our ESG strategy. This strategy sets out

our targets and actions focused on our

People, Planet and Performance.

We advance with intent and contribute to

the delivery of global goals, such as the

United Nations Sustainable Development

Goals (“SDGs”) and the Paris Agreement.

Supported by expert external advisors

and aligned to the SDGs, we have taken

a rigorous approach to measuring our

impacts through data, baselining, and

risk assessments, setting a clear strategy

and aligning to science-based targets.

We recognise the importance of

transparent and consistent reporting to

ensure our stakeholders are informed and

to provide accountability for progress

made against our stated commitments.

This section of our Annual Report outlines

our performance for 2023, which includes

our annual Taskforce for Climate-related

Financial Disclosure (“TCFD”) disclosures.

For more information, see pages -.

Our Annual Report is complemented by

a separate Sustainability Report aligned

with the Global Reporting Initiative (“GRI”)

standards and the Carbon Disclosure

Project (“CDP”) disclosures, providing

further detail on our performance to date.

“We recognise that food systems are

#### deeply connected to the planet’s

#### resources, and companies like ours

play a critical role in protecting the

#### environment.”

#### Hugh McGuire

#### CEO Glanbia

Better Nutrition,

#### Better World

Section highlights:

Our 2023 GHG footprint in Scope 1 and 2 decreased

#### by 15.9% compared to 2022

Invested in an extensive Scope 3 project designed

#### to deliver a dairy decarbonisation roadmap

Achieved a 3.44% decrease in absolute freshwater

#### withdrawal and reduced freshwater use intensity

#### by 6% versus 2021 base year

Global packaging recyclability weights increased

#### from 62% in 2022 to 76% in 2023

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Awareness and support for the delivery

of our ESG agenda is driven by the Board

and cascades through the Group. We

have linked our ambition to remuneration.

Senior management long-term incentives

are directly linked to the achievement

of our environmental sustainability

goals (see page 141-145 for more detail),

while actions on our social agenda are

reﬂected in senior management short-

term incentives, see page 137.

We strive to ensure our overall ESG

ambition and commitments are

integrated into our strategic planning

and risk management oversight. As

part of the Group Risk Management

Framework, we ensure ESG risks are

identiﬁed, evaluated and assessed.

Where deemed material, such risks are

monitored and reported upon, with the

appropriate mitigating actions feeding

into our strategy and operational

response.

During 2023, in recognition of the EU

Corporate Sustainability Reporting

Directive and associated mandatory

European Sustainability Reporting

Standards coming into eect over

the coming years, a number of steps

have been undertaken to ensure our

readiness, including the establishment of

a dedicated ESG Reporting and Systems

Steering Committee to oversee our

implementation plan, which comprises of

a multi-discipline senior leadership group

reﬂecting the wide-reaching nature of

these standards.

We have made good progress

against our stated targets across our

environmental pillars, refer to pages

55-60. In 2024 we will continue to drive

performance with delivery of our Scope 3

decarbonisation plan a key focus area.

Food safety and quality is a non-

negotiable for us as a Group, refer to

page 62 for details of our performance

highlights during 2023.

We are proud of the advancements made

to support and protect our people, see

pages 28-31 within the People section of

this report, for details on the progress

made against our stated Diversity, Equity

and Inclusion (“DE&I”) ambition and page

30 for a review of the 2023 Group Health

and Safety programme and results.

Guided by our materiality assessment our ambition and strategy is focused around our most material ESG impacts. We recognise the

global impact our corporate actions have on the environment and society, and have mapped the SDGs that we are addressing as part

of our ESG framework.

People. Planet. Performance.

Refer to pages - for details on our stakeholder engagement process and outcomes, pages - for further details on how

Glanbia considers SDGs in the way we operate and page  on the process undertaken to identify our most material ESG topics.

#### People

including our Society

#### Planet Performance

•  Employee  engagement

#### and development

• Employee health, safety and

#### wellbeing

• Diversity, equity and inclusion

• Responsible sourcing

#### • Food safety and quality

• Nutrition

#### • Climate change

• Water

• Waste

•  Sustainable products and

#### packaging

• Biodiversity

• Economic contribution

• Business ethics

• Risk management

• Transparency and reporting

Discover more on page -

Discover more on page -,

-

Discover more on page 

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Sustainability continuedSustainability continued

#### Showing respect for all our stakeholders

Stakeholder group – why we engage Key topics How we engage  Outcomes

Read

more

leadership and

education

#### Employees

Regular and ongoing engagement with our employees is

key to attracting, developing and retaining a talented,

dedicated and motivated workforce which ensures the

successful delivery of our strategy and achievement

of our purpose.

•  Group strategic agenda/

priorities

•  Safety and support at work

•  Smart (flexible) working

•  Diverse and inclusive workplaces

•  Career development

•  Reward framework

•  Implemented multi-year

‘Grow@Glanbia’

programme, using

technology to enable

personalised employee

development and

engagement

•  Ongoing engagement

through one-to-one

meetings, team meetings

and town halls

•  Engagement and regular

pulse surveys

•  Connection to the Board

through a dedicated

Workforce Engagement

Director (Group

Chairman)

•  Employee Resource

Groups

•  ‘Speak Up’ and

Whistleblowing

procedures

•  Monitoring of actions to

address topics raised by

employees

•  ESG impact materiality

assessment

Employee attraction, retention and engagement

Our approach keeps us connected with our people. It helps attract, develop, retain

and motivate our workforce, sustaining our competitive advantage and long-

term success. It provides key insights into the effectiveness of employee-related

programmes and key focus areas. It also helps us strengthen our approach to

diversity, equity and inclusion across our businesses.

•  Employee engagement score of 72 points (up 1 point since 2022).

•  Employee survey scores increased across all Business Units on our key focus

areas of wellbeing and communication.

Pages

28-29

our consumers and

customers

#### Customers and consumers

Strong engagement with our customers and consumers

enables us to operate a customer-centric business model

and act as our customers’ most valued partner, creating a

world of sustainable nutrition.

•  Insights on consumer trends

•  Stable supply of high-quality

products and ingredients

•  Food safety & quality

•  Sustainable food with a lower

environmental footprint,

produced in a responsible way

•  Customer relationship

development – key

account managers, R&D

insights and brand teams

•  Company websites and

social media

•  Formal market research

•  Exhibitions

•  Product information on

packaging

•  Customer surveys

•  GPN sports nutrition

school

•  ESG impact materiality

assessment

Engaging with our consumers means we enable them to achieve their

lifestyle and nutrition goals. We bring strong market insights and

secure supply quality to our customers

•  The ON brand is one of the world’s most awarded, most reviewed and most

nominated sport nutrition brands by consumers.

•  ON is now a $1bn brand consistently recording strong Net Promotor Scores.

•  Gold Standard Whey tub certified “Widely Recycled” by How2Recycle.

•  GN is the ingredients partner of choice to some of the world’s leading brands.

•  Supporting customer ESG ambition through the provision of transparent, product

specific data sharing.

Pages

32-39

#### Local communities

By fostering strong relationships with the communities in

which we operate, we can help support livelihoods and

create a better society while protecting the environment.

•  Economic development of the

communities in which we

operate

•  ESG impact on local

communities

•  GPN sports nutrition

school

•  Employee volunteering

programme

•  Ongoing dialogue and

funding of community

and charitable

organisations

•  ESG impact materiality

assessment

Strong and positive community relationships

Engaging with our local communities during 2023 ensured that we increased our

understanding of their needs and priorities, addressed any concerns and identified

areas for value creation.

Pages

63,95

#### Shareholders

Active engagement with our shareholders ensures they

are aware of the Group’s business environment, strategy,

performance and sustainability commitments. The views

of our shareholders help to inform the strategic decision

making of the Board.

•  Strategic agenda/priorities

•  Governance performance

•  Portfolio evolution through

organic growth, acquisitions

and divestments

•  ESG agenda and priorities

•  Capital Markets Day

•  Investor meetings and

conferences

•  Regular externally

published performance

and strategy updates

•  Perception survey

•  Annual general meeting

•  One-to-one meetings

and calls

•  Climate Disclosure

Project climate change

and water reporting

•  Key investor rating

assessments

•  ESG impact materiality

assessment

Trust and engagement from the investor community

Engagement with investors helps us to understand their expectations of our

strategic agenda, risk management, financial and ESG performance. During 2023,

investor focus continued around the Group’s strategic direction, performance,

emissions reduction and employee engagement.

Page 94

our value chain

partners

#### Suppliers and business partners

By partnering and engaging with our suppliers, and

establishing trusted business partnerships within our value

chain, we enable them to meet our high standards in food

safety and quality, business ethics, labour, human rights

and the environment.

•  Responsible sourcing and use of

raw materials

•  Long-term, sustainable

partnerships

•  Positive environmental and

social impact

•  Ethical business conduct

•  Supplier surveys and

audits

•  Contractual meetings

•  Tenders

•  Information requests

•  E-tendering platforms

•  Assessment and due

diligence

•  Membership of industry

associations

•  Membership in industry

expert panels

•  ESG impact materiality

assessment

Partnering with our suppliers to make sustained positive impact in

the value chain

We engage with suppliers to develop a responsible and sustainable supply chain

needed to deliver innovative and sustainable products. During 2023, we specifically

engaged with our suppliers to drive improvements across our sustainability priority

areas.

Pages

56,61,95

our value chain

partners

#### Government and non-governmental

#### organisations (NGOs)

Through active engagement with governments and NGOs

we can share valuable insights gained as a global nutrition

company on the strategic issues facing our industry, while

increasing our understanding of wider issues, enabling us

to add value to relevant policy and regulatory debates and

support industry initiatives.

•  Regulation across all business

activities

•  Reliable and complete

corporate reporting

•  Contribution to local economy

and communities

•  Climate change and

environmental preservation

•  Responsible sourcing

•  Human rights, diversity, equity

and inclusion

•  Industry associations

•  Briefings and direct

meetings

•  Multistakeholder forums

•  Participating in relevant

calls for information

•  One-to-one meetings

•  Participation in events

•  ESG impact materiality

assessment

Engagement with Government and NGOs

Our engagement with local and national regulators, governments and industry

associations, ensures that we contribute to issues relevant to our activities, improve

our sustainability performance and compliance and progress projects for the

enhancement of society.

Through our memberships and partnerships with NGOs we continue to be involved

in developing industry best practices across a range of established sustainability

topics and collaborating on integrated solutions across the value chain.

Page 95

#### Key Stakeholder

#### engagement in 2023

One of Glanbia’s core values is

‘Showing Respect’. Valuing all

our people, our producers and

our communities is at our core

and builds a better business. To

support this core value Glanbia

aims to create trusted relationships

through eective engagement

and to understand the needs of

all our stakeholders. The Board is

aware that the Group’s actions

and decisions impact all our

stakeholders, and it ensures that

there is regular dialogue taking

place with stakeholders, which is

carried out by those most relevant

to the stakeholder group or issue,

and discussed appropriately in the

boardroom.

See more information

see pages -

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Stakeholder group – why we engage Key topics How we engage  Outcomes

Read

more

leadership and

education

#### Employees

Regular and ongoing engagement with our employees is

key to attracting, developing and retaining a talented,

dedicated and motivated workforce which ensures the

successful delivery of our strategy and achievement

of our purpose.

•  Group strategic agenda/

priorities

•  Safety and support at work

•  Smart (flexible) working

•  Diverse and inclusive workplaces

•  Career development

•  Reward framework

•  Implemented multi-year

‘Grow@Glanbia’

programme, using

technology to enable

personalised employee

development and

engagement

•  Ongoing engagement

through one-to-one

meetings, team meetings

and town halls

•  Engagement and regular

pulse surveys

•  Connection to the Board

through a dedicated

Workforce Engagement

Director (Group

Chairman)

•  Employee Resource

Groups

•  ‘Speak Up’ and

Whistleblowing

procedures

•  Monitoring of actions to

address topics raised by

employees

•  ESG impact materiality

assessment

Employee attraction, retention and engagement

Our approach keeps us connected with our people. It helps attract, develop, retain

and motivate our workforce, sustaining our competitive advantage and long-

term success. It provides key insights into the effectiveness of employee-related

programmes and key focus areas. It also helps us strengthen our approach to

diversity, equity and inclusion across our businesses.

•  Employee engagement score of 72 points (up 1 point since 2022).

•  Employee survey scores increased across all Business Units on our key focus

areas of wellbeing and communication.

Pages

28-29

our consumers and

customers

#### Customers and consumers

Strong engagement with our customers and consumers

enables us to operate a customer-centric business model

and act as our customers’ most valued partner, creating a

world of sustainable nutrition.

•  Insights on consumer trends

•  Stable supply of high-quality

products and ingredients

•  Food safety & quality

•  Sustainable food with a lower

environmental footprint,

produced in a responsible way

•  Customer relationship

development – key

account managers, R&D

insights and brand teams

•  Company websites and

social media

•  Formal market research

•  Exhibitions

•  Product information on

packaging

•  Customer surveys

•  GPN sports nutrition

school

•  ESG impact materiality

assessment

Engaging with our consumers means we enable them to achieve their

lifestyle and nutrition goals. We bring strong market insights and

secure supply quality to our customers

•  The ON brand is one of the world’s most awarded, most reviewed and most

nominated sport nutrition brands by consumers.

•  ON is now a $1bn brand consistently recording strong Net Promotor Scores.

•  Gold Standard Whey tub certified “Widely Recycled” by How2Recycle.

•  GN is the ingredients partner of choice to some of the world’s leading brands.

•  Supporting customer ESG ambition through the provision of transparent, product

specific data sharing.

Pages

32-39

#### Local communities

By fostering strong relationships with the communities in

which we operate, we can help support livelihoods and

create a better society while protecting the environment.

•  Economic development of the

communities in which we

operate

•  ESG impact on local

communities

•  GPN sports nutrition

school

•  Employee volunteering

programme

•  Ongoing dialogue and

funding of community

and charitable

organisations

•  ESG impact materiality

assessment

Strong and positive community relationships

Engaging with our local communities during 2023 ensured that we increased our

understanding of their needs and priorities, addressed any concerns and identified

areas for value creation.

Pages

63,95

#### Shareholders

Active engagement with our shareholders ensures they

are aware of the Group’s business environment, strategy,

performance and sustainability commitments. The views

of our shareholders help to inform the strategic decision

making of the Board.

•  Strategic agenda/priorities

•  Governance performance

•  Portfolio evolution through

organic growth, acquisitions

and divestments

•  ESG agenda and priorities

•  Capital Markets Day

•  Investor meetings and

conferences

•  Regular externally

published performance

and strategy updates

•  Perception survey

•  Annual general meeting

•  One-to-one meetings

and calls

•  Climate Disclosure

Project climate change

and water reporting

•  Key investor rating

assessments

•  ESG impact materiality

assessment

Trust and engagement from the investor community

Engagement with investors helps us to understand their expectations of our

strategic agenda, risk management, financial and ESG performance. During 2023,

investor focus continued around the Group’s strategic direction, performance,

emissions reduction and employee engagement.

Page 94

our value chain

partners

#### Suppliers and business partners

By partnering and engaging with our suppliers, and

establishing trusted business partnerships within our value

chain, we enable them to meet our high standards in food

safety and quality, business ethics, labour, human rights

and the environment.

•  Responsible sourcing and use of

raw materials

•  Long-term, sustainable

partnerships

•  Positive environmental and

social impact

•  Ethical business conduct

•  Supplier surveys and

audits

•  Contractual meetings

•  Tenders

•  Information requests

•  E-tendering platforms

•  Assessment and due

diligence

•  Membership of industry

associations

•  Membership in industry

expert panels

•  ESG impact materiality

assessment

Partnering with our suppliers to make sustained positive impact in

the value chain

We engage with suppliers to develop a responsible and sustainable supply chain

needed to deliver innovative and sustainable products. During 2023, we specifically

engaged with our suppliers to drive improvements across our sustainability priority

areas.

Pages

56,61,95

our value chain

partners

#### Government and non-governmental

#### organisations (NGOs)

Through active engagement with governments and NGOs

we can share valuable insights gained as a global nutrition

company on the strategic issues facing our industry, while

increasing our understanding of wider issues, enabling us

to add value to relevant policy and regulatory debates and

support industry initiatives.

•  Regulation across all business

activities

•  Reliable and complete

corporate reporting

•  Contribution to local economy

and communities

•  Climate change and

environmental preservation

•  Responsible sourcing

•  Human rights, diversity, equity

and inclusion

•  Industry associations

•  Briefings and direct

meetings

•  Multistakeholder forums

•  Participating in relevant

calls for information

•  One-to-one meetings

•  Participation in events

•  ESG impact materiality

assessment

Engagement with Government and NGOs

Our engagement with local and national regulators, governments and industry

associations, ensures that we contribute to issues relevant to our activities, improve

our sustainability performance and compliance and progress projects for the

enhancement of society.

Through our memberships and partnerships with NGOs we continue to be involved

in developing industry best practices across a range of established sustainability

topics and collaborating on integrated solutions across the value chain.

Page 95

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Sustainability continued

#### Showing respect for all our stakeholders continued

#### Sustainable Development Goals

The 17 United Nations Sustainable Development Goals (“SDGs”) are a global call to action to address poverty, injustice, and inequality,

while tackling climate change. Our aim is for our business activities to create shared value that is both measurable and makes a

recognisable contribution to society. While all 17 SDGs are critical, as part of our sustainability strategy, we have identiﬁed six SDGs on

which we have the strongest impact through our business actions. These six SDGs and their impact are outlined below.

#### SDG 2: Zero hunger

We develop and deliver products with nutritional attributes.

We collaborate with organisations to help better meet society’s food challenges.

Target area: Glanbia’s approach

2.1 End hunger and ensure access by all people Relating to this target from the respect of access to safe, nutritious and sufficient food, we develop cost

effective nutrition solutions, which meet the highest food safety quality standards and are driven by our

‘Better Nutrition’ strategy.

2.2 End all forms of malnutrition Our portfolio of ingredient solutions and brands support the creation of nutritious foods, beverages and

supplements that address the most common consumer health and lifestyle needs.

2.4 Sustainable food production systems  Working with our suppliers, we encourage adoption of sustainable practices that increase resilience,

productivity and help maintain ecosystems.

Impact examples

We recognise the importance of the highest food safety and quality standards with 100% of our manufacturing sites meeting or exceeding internationally

recognised third-party audit standards.

Our end consumer product portfolio comprises nine brands – Optimum Nutrition (“ON”), BSN, Isopure, Nutramino, SlimFast, think!, Amazing Grass, Body &

Fit and LevlUp, which support a range of nutritional and lifestyle needs. Our products are sold in more than 100 countries worldwide.

We partner with EcoVadis to risk assess our supplier base and highlight areas of focus from an environmental, social and governance risk perspective.

#### SDG 3: Good health and wellbeing

We take a scientiﬁc approach to nutrition, meeting nutritional needs across all stages of life and promoting active

and healthy lifestyles. Through our brands and products, we positively impact the health and wellbeing of millions

of people around the world.

Target area: Glanbia’s approach

3.4 Reduce by one-third premature mortality from

non-communicable diseases (“NCDs”)

We work with our customers through science-based innovation to enhance the nutrition profile of consumer

products, we offer a range of branded consumer products that focus on delivering affordable solutions to

support lifestyle nutrition and motivations.

Impact examples

Within GN we have 15 innovation and collaboration centres across Europe, North America and ASPAC. Within Nutritional Solutions, one area of focus

has been on functional and nutritional proteins, by building scale in high dairy protein manufacturing through our dairy plant network, investing in

deep research in protein chemistry and applications through our innovation and collaboration centres and adding supporting technologies through

acquisitions including Sterling Technology and the bioactive ingredients business PanTheryx.

#### SDG 5: Gender equality

We continue to advocate against all discrimination including gender inequality. This is achieved through our internal

DE&I programmes, ethical business conduct practices, and fostering an inclusive and continuous learning culture.

Target area: Glanbia’s approach

5.5 Ensure women’s full and effective participation

and equal opportunities for leadership at all levels of

decision-making in political, economic and public life

Developing a culture of continuous learning, new skills and strong leadership capabilities are core to our

people management approach. We recognise the benefit of a balanced and inclusive workforce and have

focused on education, training, and recruitment practices in this regard.

Impact examples

40% management roles held by women.

At year end 46% of Board of Director roles were occupied by women.

Establishment of employee resource groups including Glanbia Network Of Women (“NOW”), True Colours (our LGBTQIA+ group) and Mosaic (our multicultural

group) to provide a space to address workplace and career-related strategies through education, conversation, networking, mentorship and professional

development.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### SDG 8: Decent work and economic growth

We see it as our responsibility to respect human rights both within our company and along our supply chain.

That is why we are dedicated to upholding appropriate and fair labour and social standards. We want to drive

sustainable economic growth through progressive resource eciency.

Target area: Glanbia’s approach

8.8 Protect labour rights and promote safe and

secure working environments for all workers

We actively take steps to protect labour rights and promote safe and secure working environments for all

workers, with special attention to vulnerable groups. Our Health and Safety management programme is the

bedrock to everything we do and is integrated into all our on-site processes. Within our value chain we are

committed to implementing effective due diligence measures to mitigate against forced labour, modern

slavery, and child labour.

Impact examples

Glanbia had zero fatalities or critical work related injuries during the year. We are focused on a ‘Zero Harm’ culture centred around employee engagement

and action. For example each site has a Site Safety Committee. These committees consist of a cross-functional group within manufacturing sites where

participants meet regularly to identify and mitigate risks.

All suppliers are subject to Glanbia’s Supplier Code of Conduct, which sets out minimum standards we expect from those who provide us with goods or

services including that all employees work within safe and humane conditions with the provision of effective training and personal protective equipment.

#### SDG 12: Responsible consumption and production

We use resources eciently and reduce waste and emissions. We incorporate this approach in our product

development and in our manufacturing activities. We support our dairy suppliers to produce their milk

sustainably and eciently.

Target area: Glanbia’s approach

12.2 Achieve the sustainable management and

efficient use of natural resources

Our sustainability strategy is focused on reducing our impacts on the environment and society, through

efficient manufacturing processes and partnership with our suppliers. Our targets relating to energy, water,

waste and packaging use all support this objective and drives accountability.

Impact examples

For our overall impacts refer to Sustainability Report – page 55-60, which outlines our stated targets and performance to date for our most material

environment impact topics including: climate change; water; waste; and consumer packaging.

#### SDG 13: Climate action

We recognise how deeply connected food systems are to the planet’s resources. We have upgraded Scope

1 and 2 emissions reduction targets to meet a 1.5 degrees Celsius temperature pathway and mapped out a

decarbonisation plan to meet this ambition by 2030.

Target area: Glanbia’s approach

13.2 Integrate climate change measures into national

policies, strategies and planning

In relation to our internal impact, we have increased our emissions reduction ambition to align with the

Paris Agreement with a focus on on-site energy efficiency and procurement of renewable electricity as core

components of this strategy. Our Scope 3 approach is focused on partnership and collaboration.

Impact examples

Reduced Scope 1 and 2 emissions by 9.1% since 2018 baseline, refer to page 55 for further details.

Through the funding of third-party engagements, building an economic model which can be adopted by our dairy suppliers to decarbonise their

operations which is also commercially viable and stands up to verification, refer to page 56 for further details.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Identifying our material impacts

Last year we updated our ESG impact

materiality assessment in line with

the GRI framework. To determine our

material topics, we followed a process

based on the standard ‘GRI 3: Material

Topics 2021’ which included a deﬁned

process for identifying, assessing

and prioritising our greatest ESG

impacts, with a prescribed stakeholder

engagement process applied to each

step.

During the year, in the context of our

preparation for the upcoming mandatory

European Sustainability Reporting

Standards (“ESRSs”) we prepared a gap

assessment between the GRI materiality

approach and that prescribed by ESRS 2.

The ESRSs require a double materiality

approach to be applied, whereby

organisations consider both the

impact materiality assessment to our

stakeholders (as outlined below) and also

the potential ﬁnancial impact of ESG

topics on us as an organisation. As part

of this gap assessment we held a cross

functional senior leadership workshop,

where the impact materiality assessment

was reviewed and consideration was

given to any material changes to our

stakeholder groups, our strategy,

operations, supplier, customer and

investor base. It was concluded there

were no material changes to the impact

materiality assessment carried out

under GRI. As part of this process we

reﬁned our impact assessment listing

further, whereby we have incorporated

the animal welfare topic within business

ethics and trusted business partner

topics as part of responsible sourcing

to reﬂect the close alignment between

these topics. We will perform a review of

our materiality assessment to determine

if there are any material changes in

advance of ESRS reporting.

The table below shows the output of

our impact assessment review. The list

of material topics was reviewed and

approved by Glanbia’s Board of Directors.

Topic Summary impact Value chain mapping SDG reference Read more

. Food safety & quality

Impact of our food safety and quality systems, ensuring nutritious

quality products are produced

Operations and

Downstream

 



Page 62

. Employee health, safety

& wellbeing

Impact of our health, safety and wellbeing programmes protecting our

people in line with industry best practice

Operations

 



Pages 28-31

. Climate change

Impact of global warming as a result of carbon emissions, and the

corresponding emission reduction initiatives within our operations and

value chain

Upstream and

Operations



 

Pages 55-56

. Water

Impact of water use within our value chain and manufacturing sites and

related efficiency initiatives

Upstream and

Operations

 

Page 57

. Responsible sourcing

Impact of Glanbia procurement controls and oversight within our value

chain

Upstream





Page 61

. DE&I

Impact of DE&I initiatives for Glanbia’s employees Operations

 

Page 30

. Wast e

Impact of waste generation within our manufacturing sites and related

resource efficiency initiatives

Operations

 

 

Page 58

. Sustainable products

& packaging

Impact of innovative product and packaging design on resource

consumption and environmental impact

Operations and

Downstream



 

Page 59

. Biodiversity

Impact of direct manufacturing activities and indirect impact through

our supply chain on biodiversity and ecosystems

Upstream and

Operations

 

Page 60

. Economic contributions

Impact of Glanbia’s operations on the economy and government

through its economic activities and monetary contribution

Operations and

Downstream



Pages 16-25

. Employee engagement

& development

Impact of employee programmes to support job satisfaction, a healthy

working culture and employee development

Operations



Pages 28-29

. Nutrition

Impact of our nutritional products and solutions on our consumers and

our customers

Downstream





Page 63

. Business ethics

Impact of strong governance and oversight, fair competitive practices,

underpinned by our Code of Conduct

Operations



Page 71

#### Sustainability continued

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Emissions (tCO

2

e)

350,000

300,000

250,000

200,000

100,000

150,000

50,000

0

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

11,969

13,286

13,132

15,659

11,956

10,174

83,936

123,930

149,138

119,206

123,203

129,485

137,217

138,897

139,943

104,802

99,538

113,864

2018

2019

2020

2021

2022

2023

Scope , MtCO



e

Scope , MtCO



e

Biogenic  Emissions,

MtCO



e

Scope       Scope       Rebaseline . degrees Celsius

#### Our commitment

Our GHG emissions reduction targets

validated by the Science Based

Targets initiative (“SBTi”) encompassed

reductions in Scope 1 and 2 emissions

under our operational control. In 2022, we

realigned our Scope 1 and 2 target to the

accelerated 1.5 degrees climate scenario

(“1.5DS”) pathway, in accordance with the

Paris Agreement.

#### 2023 progress

In 2023, Glanbia continued working

towards Scope 1 and 2 decarbonisation

in accordance with our Board-approved

strategy. The company is currently on

track to deliver GHG emissions reduction

in line with our transition plan thanks

to the energy eciency initiatives

and introduction of advanced energy

management systems in partnership with

EM3 at Glanbia sites in Michigan, New

Mexico and Idaho. We also expanded our

Renewable Electricity (“RE”) procurement

Glanbia Decarbonisation Plan  for Scope  and , aligned with . degrees Celsius

SBTi target

\*

\*  GHG emissions adjusted for divestments and projected footprint of the acquisitions contracted by Glanbia with the exception of the acquisition of the bioactive

ingredients business of PanTheryx completed in quarter four, 2023. Scope 2 GHG emissions were calculated using the market-based approach, accounting

for procured renewable electricity (including RECs), energy providers’ and Green-e

®

Residual Mix Emissions Rates where appropriate. 2022-2023 site-speciﬁc

averages were used to estimate energy consumption where factual data was incomplete.

#### Climate – Scope 1 & 2 emissions

#### Planet

Target:

50%

absolute reduction in operations’ emissions

by 2030 vs 2018 baseline

100%

renewable electricity

procurement by 2028

#### 2023 performance results

Energy eciency at our production sites

and renewable energy sourcing is critical

to address Glanbia’s Scope 1 and 2

emissions. The proportion of renewables

in our electricity supply reached 63% in

2023 representing an 19% increase from

the preceding year.

Glanbia’s 2023 GHG footprint in Scope 1

and 2 decreased by 15.9% compared to

2022 as a result of energy management

system deployment and RE procurement.

This achievement represented a

9.1% reduction in the Company’s

operational emissions versus a 2018

base year, bringing Glanbia on track to

meet the 2030 decarbonisation plan

aligned with 1.5DS. The 2021-22 spike

in GHG emissions, which came from

commissioning a new-to-world dairy

processing facility in Michigan, was

levelled o by the end of 2023.

with GN’s New Mexico site and all GPN

sites becoming 100% RE since 2023

through purchasing certiﬁed Green-e

Renewable Energy Certiﬁcates (“RECs”).

#### Focus for 2024

In 2024, we will focus on our near-term

objective of reducing Scope 1 emissions

by 15,000 tonnes by 2025 through various

energy eciency projects. From a Scope

2 perspective, sustainable execution of

our RE continues in 2024 to ensure we

are on track to meet our target of 100%

RE by 2028. Mitigating carbon emissions

will continue standing as a central

pillar of our corporate environmental

strategy. We also place emphasis on

evaluating the multifaceted climate-

related risks and opportunities, which are

comprehensively detailed in Glanbia’s

TCFD report (See pages 64-70).

GHG Emissions in Operational Control,

 – 

\*

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Sustainability continued

#### Our commitment

Glanbia’s carbon emissions are woven

throughout our entire value chain, signifying

that emissions emanate not only from our

core operations but also stem from both

upstream and downstream activities that

collectively contribute to the environmental

footprint of our business. Approximately

90% of our emissions can be directly

attributed to the dairy production facet of

our supply chain, the decarbonisation of

which remains our primary focus. In 2023,

Glanbia started a new phase of climate

target-setting work to develop a plan for

aligning with the recently published SBTi

Forest, Land and Agriculture (“FLAG”)

guidance. This work will result in upgraded

targets for Scope 3 that will be presented to

the Board and submitted for SBTi validation

by the end of 2024.

US Dairy production is well placed to

deliver low carbon products, with the

Innovation Center for US Dairy’s Net

Zero Initiative providing a roadmap

supported by signiﬁcant investments

in research. The Inﬂation Reduction Act

is incentivising action and supporting

technology implementation. For dairy

supply this is evidenced by the US

Department of Agriculture programmes

1  Carbon insetting is the implementation of practices that reduce an organisation’s carbon

footprint outside of its direct operations but within its own supply chain.

#### Climate – Scope 3 dairy emissions

Target:

25%

reduction in dairy emissions intensity by 2030

Economic impact

•  Developed an economic ESG impact model

assessing viability and cost effectiveness of

GHG interventions on dairy farms.

•  Determined a carbon “insetting”

1

strategy

for claiming reductions within the dairy

supply chain.

Primary data

•  Idaho: focus on robust primary data sets.

Completed GHG footprints using the

National Dairy Farmers Assuring

Responsible Management (“FARM”)

Environmental Stewardship (“ES”) programme.

•  Joint Venture Engagement: sharing

experience and best practice as well as data

from our milk pools.

•  GPN Supply: requested the emissions data

from each material dairy ingredient supplier,

supporting the understanding of current state

emissions, related low carbon opportunities

contributing to our SBTi target achievement.

Footprinting

•  Delivered carbon baseline assessments of 5

representative farms in Idaho.

•  Tailored decarbonisation road-maps for

each farm including financial and

environmental impacts.

•  Aggregated recommendations for wider

milk pool.

Reporting

•  Produced a Scope 3 emissions reduction

model for SBTi assurance.

•  Advised on the implications SBTi guidance

for forest, land and agriculture sector

(“FLAG”) and non-FLAG, supported by a

complete value chain model.

•  Developed a sample size assessment

protocol in line with GHG protocol.

#### Scope 3 project – core elements

#### and key focus areas

F

o

o

t

p

r

i

n

t

i

n

g

R

e

p

o

r

t

i

n

g

E

c

o

n

o

m

i

c

i

m

p

a

c

t

P

r

i

m

a

r

y

d

a

t

a

Scope 3

project

Core

elements

in recent years and, in particular, the

Regional Conservation Partnership

Program (“RCPP”) in 2023 where Glanbia

is participating in a supply chain project

aimed at reducing on-farm emissions in

Idaho.

#### 2023 progress

In 2023, working with industry experts, we

invested in an extensive Scope 3 project.

This was designed to deliver a dairy

decarbonisation roadmap based on the

identiﬁcation of commercially viable

interventions and revenue streams.

In the context of a rapid evolution of

farm emissions reduction technologies,

incentives, carbon market credits and

ﬁnance opportunities, to ensure dairy

farmers are presented with the clearest

analysis on the options and cost beneﬁts

of technology adoption. This also

included engaging with a number of

supply chain partners, and factored in

their own carbon accounting expertise

in developing a strategy for supply chain

carbon insetting partnerships.

The project is informed by robust

primary data and supported by industry

recognised standards and protocols.

CASE STUDY

#### Dairy industry partnership

#### to reduce GHG emissions

#### on Idaho dairy farms

In 2023, the US Department of

Agriculture awarded funding to a

Newtrient led project proposal aimed

at reducing dairy methane emissions

in Idaho. Glanbia Nutritionals is a

partner in the project.

With $3.1m in Regional Conservation

Partnership Programme (“RCPP”)

funding and $1.6m in partner

contributions from McDonald’s,

Schreiber Foods, Glanbia Nutritionals

and Athian, the project seeks to

reduce methane emissions targeting

manure management and feed

management practices on Idaho

dairy farms, with the ambition of

reducing 37,500 tonnes of carbon

dioxide equivalent.

This project is proof of concept of

how dairy farmers, co-operatives

and companies can work together to

reduce the environmental footprint

of dairy.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Target:

10%

reduce freshwater use by 10% by

2025 versus 2021 baseline

3.44%

reduction in

freshwater use in 2023

vs 2021 base year

Glanbia is dedicated to water

conservation across all our facilities in

line with the Board-endorsed ambition of

lowering freshwater use by 10% by 2025

from a 2021 baseline, which equates to

over 500 million litres annually.

In 2023, Glanbia achieved a 3.44%

decrease in absolute freshwater

withdrawal, and reduced freshwater use

intensity by 6% compared to a 2021 base

year. This improvement resulted from

water eciency initiatives, including

polished water reuse and further

optimisation of the clean-in-place (“CIP”)

activities. Our practice of recovering

water from milk by separating it from solid

constituents and putting it into circular

processes continues to enable freshwater

preservation in our dairy operations.

Thanks to milk water polishing, 5,514 mL

of retrieved water was used in our dairy

processing operations in 2023, preventing

an equivalent volume of freshwater

withdrawals throughout the year.

Glanbia is closely monitoring water

stress levels in the locations of primary

importance for our operations and supply

chain sustainability. In 2023, GN’s bottling

facility in Corona, California, was divested.

Therefore, Glanbia’s list of high water stress

areas previously identiﬁed using the World

Resources Institute (“WRI”) Aqueduct tool

was reduced to one site in Clovis, New

Mexico. Our Southwest Cheese facility

in New Mexico consistently drives eort

for milk water recovery and has the best

polished water to freshwater ratio among

all Glanbia sites.

In 2024, we will refresh WRI Aqueduct

water stress assessments for all Glanbia

production facilities, re-examining

high stress locations and also bringing

medium-high stress areas into focus. As a

part of our target setting process, Glanbia

will review and evaluate the new paper

from Science-Based Targets Network’s

Freshwater Hub, outlining the concept and

principles of corporate water stewardship

and science-based targets for freshwater.

Working on deﬁning our ambition for

the time period beyond 2025, we are

committed to using the most advanced

frameworks, guidance, and tools for

water impact assessment, management,

and disclosure.

2023 Water use and discharge,

mL

5,277

5,514

9,255

Freshwater

Polished Milk

Water

Water Discharge

#### 2021-2023 Freshwater

#### Withdrawal\*, mL

5,465

5,310

5,277

5,000

2021

2022

2023

5,100

5,200

5,300

5,400

5,500

\*  Water metrics were calculated on a Like-for

-Like (LFL) basis accounting for Glanbia

divestments and acquisitions with the

exception of the acquisition of the bioactive

ingredients business of PanTheryx completed

in quarter four, 2023. 2022-23 site-speciﬁc

averages were used to estimate water use

where factual data was incomplete.

CASE STUDY

#### Water conservation in action

At Glanbia we have a strong track

record of water conservation.

Our relentless focus on water use

efficiency continued in 2023 with our

award winning Michigan site reducing

water use consumption by 10.42% from

a 2021 baseline.

The reductions, effected across several

focus areas, were informed by water

metering improvements that deliver

actionable insights to our operations’

leadership teams.

Since 2022 the site has invested in

projects that will deliver an estimated

saving of nearly 530,000 litres of

water per day focusing on water silo

modifications, wastewater treatment

plant routing improvements, and

improved polished water utilisation for

cleaning.

In 2024 we will continue to seek

improvements, driven by data and

leveraging learnings across operation

sites as we close in on our 2025 target of

10% reduction.

#### Water

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

Glanbia plc | Annual Report and Financial Statements 

CASE STUDY

#### Glanbia’s site portfolio receives TRUE certification

Our ambition to achieve TRUE Zero

Waste certification across all our sites

by 2025 requires a strong collective

effort across the business, and our

people are rising to the challenge.

In 2023, 21 Glanbia employees

across different functions including

Environmental Health & Safety,

Plant Management, Engineering and

Procurement completed training and

passed the exam to become certified

TRUE Advisors. These agents for

positive change will champion the

TRUE certification process and deliver

training across our operations sites to

galvanise action behind our efforts.

In November the Glanbia’s site portfolio

received TRUE Portfolio Certification

which is official recognition from

the Green Business Certification Inc.

(“GBCi”) that the portfolio complies

with the requirements prescribed in

the TRUE rating system. This is an

important milestone in our journey as it

will simplify and streamline the process

for submitting the information and data

required for certification at each site

(project).

There are four levels of TRUE

certification: Certified (31-37 Points),

Silver (38-45 Points), Gold (46-63 Points)

and Platinum (64-81 Points).

In December GN, Sioux Falls became

the first Glanbia site to be awarded

TRUE Certification and was awarded

the gold level with 55 points awarded.

This is a significant milestone for

delivering our waste management

ambition and commitment. The process

and behavioural changes identified

and implemented in Sioux Falls will

flow across to other facilities as they

continue their journey to become

certified.

#### Our actions and impact

As part of our circularity strategy,

Glanbia is committed to getting all

production sites certiﬁed in accordance

with TRUE Zero Waste standard by

2025. In 2023, our True Champions team

worked hard to create roadmaps for all

manufacturing facilities and achieve

certiﬁcation for our ﬁrst pilot sites.

As a result, a piloting GN site, Sioux Falls,

was granted a gold level certiﬁcation

under TRUE Zero Waste initiative in 2023.

Four other sites, representing both GN

and GPN Business Units, started their

submission process and look forward to

getting certiﬁed in early 2024.

In 2024, our team will continue working

towards reducing waste generation,

maximising diversion from landﬁll and

incineration, and implementing TRUE

requirements at all sites.

#### 2023 Waste diverted from

#### landfill and incineration

1

(%)

88%

98%

54%

97%

GPN GN Dairy GN Specialty Glanbia

Total

#### 2023 Food waste recovery

1,2

(%)

Other %

Anaerobic Digestion %

Recycling  %

Animal Feed %

1  Waste metrics were calculated accounting

for Glanbia divestments and acquisitions

with the exception of the Foodarom Bremen

site and the bioactive ingredients business

of PanTheryx. 2022-23 site-speciﬁc averages

were used to estimate waste generation and

disposal where factual data was incomplete.

2  In 2023, we changed our methodology for

calculating food waste in accordance with

TRUE Zero Waste Guidance to account for

liquid food waste. As the majority of liquid

food waste is converted into animal feed, this

correction resulted in a signiﬁcant increase of

animal feed recovery in 2023.

#### Sustainability continued

#### Waste

Target:

100%

Glanbia sites achieving TRUE

Zero Waste certification by 2025

50%

reduction in food

waste by 2030 vs 2021

baseline

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Our actions and impact

GPN with the support of a dedicated

sustainable packaging working group

made strong progress towards its

packaging recyclability goals achieving

76% global recyclability, by weight, and

is on track to meet the longer term 2030

target of 100% of consumer packaging

recyclable, reusable, or compostable.

Consumer packaging remains a

primary focus for GPN as it represents

approximately 11% of our associated

carbon footprint. GPN distributes

packaged sports, weight management,

and lifestyle nutrition products to

consumers globally which makes

packaging sustainability a dynamic

process as relevant policy and

environmental programmes across all

markets vary. To aid in guidance, GPN

continues building partnerships with

widely recognised organisations in

each market to help guide design and

consumer labelling.

Our Optimum Nutrition portfolio, is

transitioning to widely recyclable

packaging with on-pack How2Recycle

®

instructions that empower consumers to

make eco-conscious disposal choices in

the US and Canadian markets. The UK

market will experience complementary

consumer labelling through partnership

with On-Pack Recycling Label (“OPRL”)

that helps further simplify the recycling

process for consumers. Additional

partnerships are being evaluated

throughout the globe in all major markets.

The collaboration with these organisations

helps ensure packaging circularity,

eco-friendly designs, and a continued

reduction of impact on the environment.

Globally the team was successful

in implementing various packaging

projects that will reduce virgin plastic

consumption by 20 metric tonnes and

paper usage by 50 metric tonnes. At the

end of 2023 Optimum Nutrition launched

a trial reﬁllable bag programme on

the Optimum Nutrition website for its 2

Pound Whey Gold Standard protein in

select markets. This new format targets

consumers reuse of previously purchased

containers and scoops. This new oering

yields an 85% reduction in virgin plastic

and convenient delivery via Optimum

Nutrition ’s direct-to-consumer sales

channel. The sustainable packaging

working group continues evaluating

materials and designs to ensure

progression towards our ambitions while

balancing and achieving alignment

between purchasing, operations,

marketing, and environmental teams.

The group has a continued focus on

the development of food grade bags,

recyclable wrappers, and evaluation of

post-consumer recycled (“PCR”) content

in each major market

2025

Target: 83%

2030

Target: 100%

2023

Actual: 76%

#### GPN packaging recyclability

#### rates (% by weight)

Target recyclability rate:

CASE STUDY

#### Optimum Nutrition and How2Recycle®

In 2023, GPN partnered with

How2Recycle

®

, a leading organisation

based in the US and Canada dedicated

to simplifying the recycling process.

How2Recycle

®

promotes a standardised

labelling system that enables brands to

clearly communicate proper disposal

methods; ultimately enhancing the

validity, completeness, and providing

transparency of recyclability claims.

How2Recycle

®

standards for recyclability

consider factors such as applicable law,

consumer access to collections, materials

used, sortation capabilities, reprocessing,

and overall environmental impact. During

2023, GPN was assigned on-pack label

designation – ‘Widely Recyclable’ – for

Optimum Nutrition powder products and

drinks, SlimFast ready to drink products,

Isopure powders and an additional range

of products are under evaluation.

Working with How2Recycle

®

, GPN

focused on our flagship Optimum

Nutrition product, 100% Gold Standard

Whey. Although the current black

plastic tub is recyclable, an in-house

cross-functional technical team further

enhanced the recyclability of the iconic

packaging through colourant and label

substrate changes. These changes

will improve the circularity of plastics

used in the packaging and led to the

‘Widely Recycled’ designation. The

How2Recycle

®

label helps consumers

to contribute to the recycling process

effectively by providing easy to follow

instructions on proper disposal.

GPN will continue to work with

How2Recycle

®

’s standards for US

and Canadian produced products to

verify that our packaging is recyclable.

This partnership is the first of many

packaging initiatives that supports our

journey towards our 2030 goal: 100%

of our packaging being Recyclable,

Reusable, or Compostable.

#### Consumer packaging

Target:

100%

recyclable, reusable or compostable consumer

packaging by 2030

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Our actions and impact

Biodiversity has emerged as a critical

consideration in Glanbia’s sustainability

agenda, with the 2022 Living Planet

Index emphasising the alarming decline

in global wildlife populations. Glanbia

recognises the pressing need to address

biodiversity risks and impacts within its

value chain. This commitment aligns

with broader sustainability initiatives,

emphasising the interconnectedness

of environmental challenges and

the company’s role in safeguarding

biodiversity. Given the heavy reliance

of agriculture and food processing on

ecosystem services, the preservation

of biodiversity is not just a responsible

business practice but a strategic

necessity. As a member of The Carbon

Disclosure Project (“CDP”), Glanbia

welcomes CDP alignment with The

Taskforce on Nature-related Financial

Disclosures (“TNFD”) and will be using

TNFD recommendations and criteria

for further evaluation and subsequent

strategy development.

In 2023, Glanbia initiated a project to

assess the company’s activities and parts

of the value chain that might have links to

signiﬁcant biodiversity impacts. Given the

nature of our products and the presence

of agricultural supply, our eorts were

focused on identifying purchasing

categories and speciﬁc agricultural

commodities within them that would

be material from a nature-related risks

and impacts perspective. This work

included our sports nutrition and cheese

and nutritional solutions businesses. As

a result of this value chain analysis, we

identiﬁed high-priority areas where we

will focus our future research and eorts,

which include sustainable sourcing of raw

materials and ingredients such as cocoa,

vanilla, soy, palm oil, caeine, dairy

products, and timber-based packaging.

#### Focus for 2024

In 2024, Glanbia will continue its value

chain analysis to add more granularity

to the data we have on each of the

above categories, and start developing

a roadmap to ensure responsible supply

chains for each of them. We will also

evaluate potential partnerships and

certiﬁcation options that would positively

complement our eorts. Glanbia is

committing to aligning its practices with

evolving global benchmarks, ensuring

a robust and adaptive approach to

biodiversity conservation. We will report

on our progress in the next Annual Report

and through the CDP platform.

#### Sustainability continued

#### Summary of key environmental impact metrics performance

#### Biodiversity

Impact Area Units   Change vs base year



Base Year Value

Scope 1 M

t

CO

2

e 137,217  138,897

2,3

21% 113,864

Scope 2 M

t

CO

2

e 83,936  123,930

2,3

-35% 129,485

Scope 1 & 2 M

t

CO

2

e 221,153  262,827

2,3

-9% 243,349

Renewable electricity % 63% 44%

2

25% 38%

Total electricity MwH 344,913  345,112

2,3

26% 272,757

Total energy consumed MwH 1,149,609 1,164,963

2,3

24% 925,886

Energy intensity KwH/Kg produced 0.76 0.77

2

-8% 0.83

Total renewable energy MwH 283,852  228,135

2

76% 160,858

Freshwater withdrawals mL 5,277 5,310

2

-3% 5,465

Freshwater intensity L/Kg produced 3.48  3.52

2

-6% 3.70

Freshwater intensity in high risk areas L/Kg produced 1.97  1.82

2

13% 1.74

Waste diversion rate from landfill and

incineration

% 97%

2

96%

2,4

17% 80%

GPN consumer packaging –

recyclability rate

% 76% 62% 14%

5

n/a

5

1.  Base year: GHG Emissions and Energy and Electricity metrics – 2018 base year; Waste and Freshwater metrics – 2021 base year.

2.  The 2022 reported number has been restated to reﬂect acquisitions and divestment.

3.  In 2021, a new-to-world dairy processing facility was commissioned in Michigan, resulting in an absolute Scope 1 and 2 GHG emissions increase. Emissions in 2022

increased relative to the 2018 baseline due to the addition of this Michigan site.

4  In 2023, we changed our methodology for calculating food waste in accordance with TRUE Zero Waste Guidance to account for liquid food waste. The prior year

number was also adjusted to reﬂect this change in methodology, refer to page 58 for further details.

5.  Recyclability percentage result represents the total weight of recyclable consumer packaging over the total weight of consumer packaging purchased in the year.

In 2023, our focus was on assessing our value chain and related biodiversity impact to

better understand where to best focus our efforts. We will build on this work in 2024

aligning with the Taskforce for Nature-related Financial Disclosures recommendations

and criteria to support our evaluation

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Supplier risk assessment

Glanbia trades with in excess of

6,000 suppliers globally. One of the

challenges that Glanbia faced was

to identify where the sustainability

risks were in its supply chain.

Using the EcoVadis IQ module to assess

risk based on the supplier’s industry

and countries of operations has helped

Glanbia risk categorise its suppliers.

Glanbia has focused on the high and

medium-high risk suppliers.

Our aim was to gain a more insightful

view of the supplier sustainability

credentials, by inviting them to

participate in the EcoVadis process

and to obtain their own scorecard.

EcoVadis assesses sustainability

management systems (policy,

actions and results) on four themes

(environment, labour and human

rights, ethics, and sustainable

procurement).

This identifies their sustainability risks

and strengths and helps us to focus

on where to improve. It also enables

Glanbia to collaborate with suppliers

on the sustainability risks that are

important to both of us.

Overall 75% of Glanbia’s suppliers are

assessed as performing well on the

EcoVadis scorecard methodology

with 55% of suppliers classified

as ‘Good’, while just over 20% are

classified as ‘Advanced’. This leaves

approximately 25% of our suppliers

where further engagement and

collaboration is required.

CASE STUDY

#### Responsible sourcing

Glanbia’s procurement teams are

dedicated to partnering with key

stakeholders to support the delivery

of Group and Business Unit ESG

strategies and commitments. This

involves driving greater awareness

across our procurement teams of

responsible sourcing practices; and

partnering with suppliers who can

make a positive contribution towards

Glanbia’s sustainability commitments;

applying responsible sourcing criteria

to our supplier selection decisions and

incorporating responsible sourcing

principles into our Global Procurement

Policy; requiring:

•  all suppliers to agree to comply with

laws and regulations of the countries

in which they operate;

•  all suppliers to agree to comply with

all human rights, labour, food safety,

environment and health and safety

regulations;

•  suppliers, as requested, to engage

with Glanbia’s selected partner

EcoVadis for assessment (or equivalent

assessment as deemed appropriate)

in line with Glanbia’s Responsible

Procurement Programme; and

•  suppliers to comply with necessary

corrective actions that arise as a result

of the above assessment.

Glanbia purchases only from approved

suppliers. Buying from the right suppliers

is critical to ensuring Glanbia receives

high quality goods and services at the

right price and time while mitigating risk

to the organisation.

Our Group-wide Responsible

Procurement Programme sets out our

supplier selection criteria and integrates

sustainability into our procurement

processes, procedures and systems.

We focus on ensuring and re-enforcing

compliance with all applicable laws

on anti-slavery and human tracking,

requiring our suppliers to conﬁrm

acceptance and conformance with the

relevant Glanbia policies.

For further information refer to Glanbia’s

annual statement on Modern Slavery and

Human Tracking located on our website

www.glanbia.com.

Glanbia partners with EcoVadis – a

global trusted provider of business

sustainability ratings. In 2023, we

continued to complete a risk assessment

of our supply base assessing ESG and

procurements risks.

The results of this risk assessment enable

us to prioritise the suppliers that require

a more in-depth assessment using

the EcoVadis platform (referred to as

scorecards).

Our approach is to focus on all ‘high’ and

‘medium-high’ risk suppliers that Glanbia

has an ongoing trading relationship with.

This equates to 50% of Glanbia’s total

spend (both direct and indirect). To-

date, across all risk categories, Glanbia

has EcoVadis scorecards for 54% of

all its spend, with a further 6% being

onboarded. The target set for 2023 was

50% of total spend.

Our ambition is to hold EcoVadis scorecard for all ‘high’ and ‘medium-high’ risk suppliers

that Glanbia has an ongoing trading relationship with

#### Society

See People section (pages 28-31) to learn more

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Glanbia plc | Annual Report and Financial Statements 

Lead Plan Design Source Make Deliver

#### The 7 Principles of the GQS

#### Value Chain

Learn

Glanbia Quality System (GQS)

#### Sustainability continued

#### Society continued

Food safety and quality is a non-

negotiable at Glanbia and we consider

it as an inherent part of our values and

commitments to our customers and

consumers. The importance of food

safety and quality is further reﬂected in

our impact materiality assessment (see

page 54).

To meet this commitment, Glanbia has built

a comprehensive food safety and quality

programme, referred to as Glanbia Quality

System (“GQS”). This programme ensures

governance and compliance to the highest

standards of food safety and quality so that

we are able to meet our obligations and keep

the trust of our customers and consumers.

The GQS has a hierarchical structure, based

on principles, policies and standards. There

are seven GQS principles, organised along

the value chain, which is purposely built

to be dynamic and bring improvements

with advancement of scientiﬁc knowledge,

product portfolio and annual review by the

Quality Leadership Team.

Governance and

#### external certification

A key feature of the GQS is a built-in

check and balance programme to verify

and validate that all of the elements of

our GQS are working as designed and

meeting our expectations. This is achieved

by a combination of self–assessment,

internal audits and external review. Each

of our manufacturing sites are audited

on an annual basis with internationally

recognised audit schemes such as

Global Food Safety Initiative (“GFSI”) and

National Sanitation Foundation (“NSF”). All

Glanbia sites have maintained compliant

or above audit scores.

#### Compliance

We monitor compliance within our

programme through key performance

indicators (“KPIs”) at Business Unit and

Group level. KPIs are reviewed by Glanbia

Leadership at ESG and Audit Board

Committees level on a regular basis to

ensure all programmes are operating as

designed and that the results are in line

with standards and targets set.

FY 2023 GQS KPIs included:

•  100% of sites certiﬁed to an external food

safety certiﬁcation (i.e. GFSI, NSF);

•  Number of major ﬁndings from External

Food Safety Certiﬁcation audits: Zero;

and

•  95% of sites at or better than the GQS

benchmark.

#### Marketing and labelling

Product quality and safety is supported

by eective marketing and labelling. We

provide our customers and consumers

with accurate and adequate information

across a range of product categories. For

our GN business-to-business customers, we

provide details of the products purchased

to ensure they have the appropriate

information to manage and communicate

eectively to their stakeholders and

feed into their own internal processes

and standards. For our GPN consumer

facing business, we have a dedicated

management system and associated

processes to ensure our products are

marketed and labelled accurately in line

with regulatory requirements.

Target:

100%

of sites to maintain a globally recognised third-

party certificate for food safety and quality

CASE STUDY

#### Farm to fork – global expertise in dairy proteins

Glanbia is a unique organisation with both ingredient and branded businesses flourishing

under one umbrella in a global footprint. This unique structure has allowed us to build key

technical expertise with respect to dairy and dairy proteins for our customers and end

consumers. The Group has evolved from co-operative dairy roots to become a leader

in better nutrition and a trusted innovation partner for the global food industry. The

bedrock of this evolution is our best-in-class food safety and quality programmes.

#### Food safety and quality

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Our nutrition promise

We create products and

#### solutions to help our customers

#### and consumers to achieve their

#### health and nutrition goals.

Glanbia exists to deliver better nutrition

for every step of life’s journey. For us,

better nutrition is about running our

business in a way that’s better not just for

our consumers, but for our communities,

our planet, and for wider society.

As part of our purpose, we are committed

to ensuring that the brands, ingredients

and solutions we provide are contributing

to good nutritional outcomes in the world,

including being responsible about our

overall portfolio, the health and nutrition

proﬁle of our products, how our ingredients

and solutions are used, and our marketing.

In 2023, we sought to deﬁne our nutrition

promise as well as the impacts of our

nutritional products on our consumers

and customers. We will continue to

develop this programme of activity in

2024, with the intent to develop focus

areas and corresponding goals and

targets around our nutrition portfolio.

#### Better for communities

We aim to strengthen the communities

in which we live and work by providing

safe and inclusive workplaces; by building

sustainable supply chains; and by

delivering programmes to support health

and wellbeing in our local communities.

In 2023, we reviewed our community

impacts. Reﬂecting on our purpose of

delivering better nutrition, we recognise

and deﬁne our communities as those

encompassing the geographic areas in

which we operate, source raw materials,

and provide employment.

Our commitment to better people, planet

and performance focuses on the wellbeing

and prosperity of the communities directly

aected by our activities within our

operational regions, supply chains, and

employment areas. In 2024, we will develop

criteria to deﬁne ‘Better for Communities’

work that aligns with our purpose and we

will establish a longer-term strategy for

community impact.

#### Giving back to our communities

In 2023, we continued to take action to

create a positive social and economic

impact on our communities globally.

In its 30th year, GN’s Annual Charity

Challenge raised $208,500 for local

organisations in the Magic Valley region,

ranging from food banks, senior centres,

critical services and mental health

services to community resource centres.

The initiative has raised a total $3 million

dollars for non-proﬁt organisations in the

region since its inception.

GPN sponsored the Northern Illinois

Food Bank Fight Hunger race, which

saw runners and walkers come together

to raise awareness and fundraise for

this worthy non-proﬁt. Northern Illinois

Food Bank was able to help provide

over $2 million worth of groceries to

its neighbours with dignity, equity and

convenience because of the event.

In Ireland, we continued our partnership

with Breast Cancer Ireland in 2023,

sponsoring the Great Pink Run which raised

€530,000 for its pioneering research into

innovative treatments for breast cancer.

CASE STUDY

#### Combatting

#### food

#### insecurity in

#### Chicago

Bigger Table is a non-profit

organisation which brings

together the food and

beverage industry to address

hunger, unemployment,

and inclusive economic

development in Chicagoland.

It explores industry-based

approaches to addressing

growing food insecurity.

Through donated ingredients

and expertise, Bigger Table has

donated nearly three million

servings of food to Chicagoland

food banks since 2020.

In 2023, building on our

existing partnership, Glanbia

Nutritionals partnered with

Bigger Table and donated

whey protein to create a

nutritious protein smoothie

mix. This resulted in 450,000

servings being produced and

distributed through partner

organisations looking to reduce

food insecurity in the region.

Without Bigger Table, none of

these donated food products

would exist and, in many cases,

the ingredients would have

become food waste. Bigger

Table’s mission aligns closely

with Glanbia’s purpose of

delivering better nutrition for

every step of life’s journey. We

look forward to continuing our

partnership with Bigger Table.

#### Nutrition and Community impacts

Some of the thousands of

participants taking part in Breast

Cancer Ireland’s Great Pink Run.

Nutrition and Community impacts: In 2023, we sought to define our nutrition promise

as well as the impacts of our nutritional products on our consumers and customer.

We also focused on the social and economic impact we have on our communities globally.

In 2024 we will continue to develop a programme of activities to build on this progress.

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Glanbia plc | Annual Report and Financial Statements 

#### Governance

Disclose the organisation’s governance around climate-related risks and opportunities

Board’s oversight of climate-related

risks and opportunities

Risk management section; Audit Committee Report; ESG Committee Report; Corporate

Governance Report

72-75, 111-112,

117-120, 101

Management’s role Chief Executive Officer’s review; Risk management section; ESG Committee Report

14, 73, 117-120

#### Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and

financial planning where material

Risks and opportunities over the short, medium, and

long-term

TCFD Report

65-69

Impact on business, strategy and

financial planning

TCFD Report, Sustainability section; ESG Committee Report

65, 70, 55-60,

117-118

Resilience of strategy considering

different climate-related scenarios

TCFD Report

67-70

#### Risk Management

Disclose how the organisation identifies, assesses, and manages climate-related risks and opportunities

Climate-related risks and opportunities identification

and assessment

TCFD Report, Risk management section; Audit Committee Report; ESG Committee Report

65-67, 72-79,

110-112, 120

Climate-related risk and opportunities management TCFD Report; Risk management section; Audit Committee Report; ESG Committee Report

67-70, 74, 120

Integration of processes into overall

risk management

Risk management section; Audit Committee Report; ESG Committee Report

74-79, 111-114,

119-120

#### Metrics and Targets

Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities

Metrics used to assess risks and opportunities in line

with strategy and risk management process

Sustainability section

55-60

Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas (“GHG”) emissions and the related

risks

Sustainability section; Key Performance Indicators

55-56, 25

Targets to manage risks, opportunities, and

performance against targets

Sustainability section; Remuneration Committee Report

55-60,140-145

#### Task Force on Climate-related

#### Financial Disclosures Report

#### Sustainability continued

#### Task Force on Climate-related Financial Disclosures Report

Glanbia recognises that measuring, managing and reporting environmental impact is not only

important for the planet and communities in which we work, it is essential for the future growth

of our business.

We have identiﬁed and assessed our

climate-related risks and opportunities

and continue to monitor and embed the

identiﬁed impacts within our governance,

operations and strategic model and risk

management system.

Glanbia has complied with all of the

requirements of LR 9.8.6R by including

climate-related ﬁnancial disclosures

in this section (and in the information

available at the locations referenced

therein) consistent with the Task Force

on Climate-related Financial Disclosures

(“TCFD”) recommendations.

This statement pertains to the parts of

the business over which Glanbia has

operational control. This includes the

Group’s wholly-owned operations as

well as the MWC-Southwest Holdings

LLC joint venture operations where

Glanbia plc has authority to introduce

and implement operating policies in

accordance with our sustainability

strategy.

The below table summarises where

we have addressed the four areas of

TCFD focus, with the 11 associated

recommended disclosures, detailed

throughout the annual report.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Our approach

Climate-related risks and opportunities

are assessed and managed as a

fundamental part of our governance and

business management processes. Central

to our response has been the building

of our sustainability strategy including

setting Scope 1, 2 and 3 carbon emission

reduction targets and building robust

roadmaps for their delivery. Refer to the

Sustainability section 53-58 for details on

this strategy and performance to date.

In the ESG Committee Report on page

120 we describe the Board’s oversight of

climate-related risks and opportunities

and the role of management in assessing

these. In the Risk Management Report on

page 74, we explain how climate-related

risk is integrated into the risk processes

that operate throughout the Group.

Included on page 66 in the ‘Assessing

climate-related risk’ section we describe

our assessment of the physical and

transitional impacts of climate change on

the Group’s operations in terms of both

risks and opportunities. On pages 67-69

we describe the potential impacts of such

risks and opportunities under dierent

scenarios, and on page 70 we outline

the resilience and associated actions to

mitigate against the risks identiﬁed and

capitalise on the opportunities.

#### Focus on climate impact

Glanbia’s vision is to be ‘one of the world’s

top performing nutrition companies

trusted to enrich lives every day’. Our

business strategy is focused on delivering

this ambition, with the integration of our

sustainability strategy and associated

commitments, a key lever to accelerate

performance within the markets in

which we operate. We keep our climate

commitments under ongoing review,

aligning with a science-based approach

and focusing on delivery of our stated

Scope 1 and 2 transition plan. We are

focused on:

•  stated commitments to drive

operational eciency, reduce

our impact and grow ﬁnancial

performance to ensure we remain a

sustainable enterprise.

•  the ability to innovate and collaborate

with our customers and anticipate and

monitor consumer market trends to

create sustainable products that meet

the required nutritional needs.

We recognise the impact that climate

change can play in inﬂuencing the

delivery of our business strategy. This is

dependent on the global actions and the

associated impacts observed, including

social economic impacts as the globe

transitions to a low carbon economy, with

physical risks accelerating where global

temperatures continue to increase. We

continue to assess the potential climate-

related risks and opportunities for our

business, ensuring that we maintain a

focus on reducing our emissions while

adapting to these changing external

conditions. We also recognise the

interrelated risks to natural resources

that are critical to our ingredients and the

importance of supply chain partnerships

to deliver scalable solutions.

Identifying and reviewing climate-related

risks and opportunities

Glanbia, in conjunction with independent

external experts and through executive-

led workshops, assessed the impact of

climate change on the Group to identify

the most relevant climate-related risks and

opportunities. The risks are incorporated

into the Group Sustainability Risk Register

and are updated and reviewed periodically

throughout the year, assessing impact

scale, likelihood and velocity in conjunction

with our internal subject matter experts.

Mitigation measures are considered

as part of this process to evaluate the

potential residual risk. The evaluation forms

part of the wider Group Risk Management

Framework, with noted threshold

deviations including an expanded time

horizon view on velocity to account for the

more gradual nature of physical climate-

related risks. Refer to page 74.

As part of this process we assess our

business readiness to respond to such

risks and review our mitigation measures

and strategic plans in place to support

our resilience assessment. Refer to page

70 for details on our key resilience factors

and page 67 for details on the potential

opportunity impacts we are monitoring.

#### Risk Assessment Glanbia Response

TCFD Category Risk Area(s) Time Horizon

Business Readiness

Assessment

Further Information/

Relevant Metric

Transition  Market  Changing customer/consumer behaviour

impact

Medium In Plan 55-56, 66

Reputation Shifting customer requirements not met Medium In Plan  55-56, 66

Policy Direct/indirect cost of regulation on

operational inputs

Short – Medium Monitored 55, 59, 66

Technology Investment in operational decarbonisation  Short – Medium In Plan 55, 66

Physical Risks  Chronic Impact of water stress on key operational sites Medium In Plan 57, 66

Impact of weather pattern variability on dairy

supply and dependent inputs

Long Monitored 56, 66

Acute Impact of extreme weather on dairy supply Long  Monitored 56, 66

Time horizon

Short: Up to three years. Aligned with our Group strategy cycle

where we develop detailed ﬁnancial projections and use them to

manage performance.

Medium: From three to 10 years. Nearer term to primarily

capture transition risks and opportunities, embedded with our

sustainability strategy.

Long: Beyond 10 years. Greatest level of uncertainty associated

with these climate-related risks and opportunities, primarily

linked to the physical risks identiﬁed.

Business readiness

In plan: Related response to risk has been built into Glanbia’s

sustainability strategic plan, with a view to operationalise based

on output of relevant scoping and feasibility assessments.

Monitored: Recognition that associated risks may require action

but currently based on level of uncertainty being monitored with

a view to incorporating into our strategic plan where appropriate.

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Glanbia plc | Annual Report and Financial Statements 

#### Assessing climate-related risks

#### and opportunities

To further enhance our understanding

of the potential impact of increasing

temperatures on our business, operations

and strategy we carried out scenario

analysis drawing on climate science and

scenario data. We assessed in greater

detail the potential impact that scenarios

relating to our identiﬁed climate-related

risks and opportunities could have.

A detailed modelling approach was

used to quantify the potential ﬁnancial

implications of the identiﬁed climate-

related risks and opportunities on

Glanbia’s operations and wider value

chain. Transition risks and opportunities

were modelled in line with a 2030

timeframe, while physical risks were

modelled until 2050, due to their longer-

term impact. The output of this analysis

provides an assessment of the nature and

potential scale of Glanbia’s most relevant

climate-related risks and opportunities.

This assessment outlines any potential

risk hotspots; challenges our business

readiness to respond to these risks;

identiﬁes how we can capitalise on

potential opportunities; and reviews

current strategy and business continuity

plans against a set of deﬁned scenarios.

Refer to scenario analysis section on

pages 67-69 for details on the scenario

approach adopted and the assessed

potential impact.

#### Transition risk

Glanbia understands that transitioning

to a lower carbon economy will entail

extensive market, policy, and technology

changes. Depending on the nature, speed

and focus of these changes, transition

risks may pose varying levels of ﬁnancial

and reputational risk to organisations.

Market

In a Glanbia context this risk relates

to changing customer and consumer

preferences and consumption patterns,

with a reduction in dairy consumption.

We closely monitor this risk through

our own market insights team and

direct engagement with our customers

including via questionnaire and data

requests and directly through our

commercial management team. Our

dedicated market insight team use

demographic analysis and market insight

tools to track end-consumer sentiment

and emerging trends toward dairy, which

feeds into our overall product strategy

and research and development pipeline.

We monitor global and regional dairy

market performance directly through our

dairy economics and procurement teams

with insights from our memberships of

dairy industry associations, including

the US Dairy Export Council and the

International Dairy Foods Association.

Reputation

We recognise that climate change also

represents a potentially signiﬁcant

reputational risk for us. Glanbia works

with the world’s leading food and

beverage brands, who have made their

own commitments on climate change to

deliver solutions. They increasingly seek

out partners that are aligned with their

own objectives and who can support

them in achieving their targets. Failure

to take adequate action on climate

change could mean a loss of reputation

and damage to commercial and other

important stakeholder relationships.

Policy

The risk of current and emerging

regulation is a key climate consideration

for which Glanbia is closely monitoring

the potential impacts. This includes

regulations and policies which have a

direct impact on us such as carbon taxes

as well as those that indirectly impact us

through our supply chain, particularly in

the carbon intense dairy supply chain.

Glanbia will be subject to the EU

Corporate Sustainability Reporting

Directive, which introduces mandatory

sustainability reporting requirements,

including a dedicated standard relating

to climate change. We note that for

many of our key strategic customers,

as a component of their value chain,

they will require more information from

us to fulﬁl their regulatory reporting

and external commitments also. We

have prioritised ingredient and product

footprinting, working with third-party

experts to ensure robust data sets which

are feeding into a Group-wide data and

system architecture project to support

the upcoming regulatory and commercial

reporting requirements.

Technology

Our assessment of technology risk

focuses on the required investment to

fulﬁl our stated Scope 1 and 2 emission

reduction targets. We have integrated

these requirements into our business

strategy and also include consideration

of impacts to our sustainability strategy

within our capital expenditure and

acquisition due diligence procedures.

As a result we have not included this risk

area within our scenario modelling, but

rather classify the actions associated

with this risk area as a key mitigant to the

market and policy risks identiﬁed.

#### Physical risk

As part of our physical risk assessment

process, we considered a range of physical

risks which could potentially impact our

operations and supply chain. These risks

included drought, water stress, coastal

ﬂood, cyclone, extreme heat and wildﬁre.

We reviewed both potential chronic and

acute type risks as part of this exercise.

In conjunction with third-party experts

and using supporting external models and

analysis, we evaluated the risk exposure

to these speciﬁc climate hazards. Through

this exercise, a small number of locations

within the North America region (relating

to our main manufacturing and dairy

supply chain) were prioritised and the

likely physical risks assessed for more

detailed review. Following this review it

was concluded that in the medium to

longer term, in the event the world does

not take action, it is likely that increased

temperatures will lead to water scarcity in

two locations, with the Corona, California

site divested during the year, leaving

one site (Clovis, New Mexico). This site is

already identiﬁed as a high water stress

area using the World Resources Institute

Aqueduct tool and as a result water

scarcity risks are integrated into the

existing continuity plan, with a focused

water management programme in place.

Increased temperatures are estimated

to negatively impact our dairy supply

base when considering scenarios

such as reduced dairy productivity,

increasing input costs such as feed due

to deteriorating growing conditions or

reduced milk yields due to extreme heat

conditions. We will adapt our assessments

as scientiﬁc knowledge advances and

enhance our internal expertise by utilising

national data sources. Refer to page 56

which outlines the measures in place

internally to monitor our dairy supply

chain and the partnership approach

adopted to ensure the long-term security

and viability of the dairy sector.

#### Opportunity

While climate change poses a potential risk

to the sector in which we operate, we also

see opportunities with immediate impacts

such as driving operational eciencies,

waste reduction and ecient resource use

to longer term commercial opportunities.

A qualitative assessment of these potential

opportunities and associated impacts is

included on the next page. These include

supporting our customers in meeting their

emission reduction commitments as part

of their value chain, or accessing new

revenue streams by investing in low carbon

market opportunities.

#### Sustainability continued

#### Task Force on Climate-related Financial Disclosures Report continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Opportunity impacts

Impact of resource usage efficiency on operating costs

Time

Horizon

Short –

Medium

Potential impact

A key lever in the achievement of our 2030 Scope 1 and 2 targets is an ongoing focus on energy eciency through use

of energy management systems, targeted upgrades in our plant equipment and transitioning from fossil based energy

to renewable alternatives. Given energy price volatility, this increase in eciency provides a potential opportunity for

reduced energy costs and lower emissions, which helps reduce our exposure to carbon pricing.

Impact of low carbon market opportunities on revenue growth, including those from the delivery of lower carbon products through

fulfilling our sustainability commitments and partnership

Time

Horizon

Short –

Medium

Potential impact

Comprehensive Scope 3 roadmaps to deliver on our science-based target decarbonisation commitments, together with

detailed primary data associated with our value chain, position us to partner with our customers to deliver low carbon

products, potentially expand our customer reach and increase associated sales. Our detailed product carbon footprinting

work will deliver assurance to our supply chain partners on the robustness and traceability of our Scope 3 data. In 2023, we

partnered with McDonald’s and Schreiber Foods in a Newtrient led US Department of Agriculture Regional Conservation

Partnership Programme (“RCPP”) project proposal that provides proof of concept for on-farm emission reductions that

make economic sense to our farmer suppliers and deliver certiﬁed carbon reductions within our dairy supply chain (carbon

insetting). Our carbon footprinting work is also assessing non-dairy ingredients emission proﬁles to support our customer

base on their emissions reductions.

Impact of new income streams by access to low carbon markets

Time

Horizon

Medium –

Long

Potential impact

Access to additional income streams through low carbon markets. For example the maximisation of biogas return from

anaerobic digesters at Glanbia’s sites as a renewable source of energy and in reducing methane emissions from Glanbia’s

operations. Glanbia is seeing the impacts of the Inﬂation Reduction Act funding delivering tax credit incentives for low

carbon energy generation. Our energy teams are assessing opportunities on an ongoing basis as vendors present solutions

supported by Inﬂation Reduction Act investments. In this transition phase, these potential strategic investments and

opportunities are dependent on feasibility studies of technological, operational and commercial suitability for Glanbia and

are under consideration as part of our medium to longer term strategy, with a similar estimated time horizon impact.

#### Scenario analysis

We have examined our business under a range of scenarios, modelling dierent climate pathways to test the nature and magnitude of

potential climate-related risks and opportunities. A bespoke model was created for each risk and opportunity, incorporating relevant

economic factors such as price and demand, and applying two climate scenarios: current policies and a stress scenario.

It should be noted that there are many varying factors aecting how climate change may impact the world, as a result it is dicult to

quantify the timing and impact of climate-related risks and opportunities on our business, therefore scenario analysis is not a forecast

and the output from our analysis should be viewed accordingly.

#### Early policy action: Transition risk scenario Physical risks Transition risks

Stress scenario: Ambitious low-carbon transition where a

coordinated action is taken within society to reduce carbon emissions.

The analysis prioritised scenarios aligned with a Net Zero or 1.5°C

target, while well-below 2°C or 2°C aligned scenarios were used when

scenario data around more ambitious pathways were not available.

Time Horizon Considered – Up to 2030

Physical risks will be the least

extreme under this scenario.

Under this scenario we will

experience high transition

risks unless mitigated.

#### Limited policy action: Physical risk scenario

Stress scenario: Limited action taken to reduce global emissions.

Based on high-emissions scenarios associated with signiﬁcant

increases in temperatures, aligned with the Shared Socio-economic

Pathway SSP5-8.5.

Time Horizon Considered – Up to 2050

Physical risks will be the most

extreme under this scenario.

Limited transition risks

expected due to a lack of

policy changes and regulation.

#### Current policy action: Business as usual scenario

Current policies: Relate to the Network for Greening the Financial

System (“NGFS”) scenario projections, where the world does not take

any further action than what has been already stated and planned for

implementation.

Physical risks will become

more prevalent over time as

temperatures increase due to a

lack of policy intervention and

action to reduce global warming.

Moderate transition risks

based on existing policy

and regulations in place.

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Glanbia plc | Annual Report and Financial Statements 

#### Transition risk Impact assessment

Dairy market decline: End-users and consumers decreasing dairy

consumption in favour of non-dairy alternatives to decrease their

carbon footprint, and Glanbia’s customers, who have science-

based targets in place, opting for alternative suppliers if Glanbia

does not decrease emissions in line with our science-based target

commitments. As one of the key cross-cutting mitigation measures,

the cost of implementing Glanbia’s science-based target was

modelled as part of this risk area.

#### Potential impact: revenue growth

#### TCFD category: market, reputation

In both a current policy and stress scenario the impact is

estimated to be low based on the assumption that Glanbia

delivers upon its stated reduction commitments which meet

customer and consumer requirements.

We further corroborate this conclusion with ongoing market

insights and trend analysis that is overseen by our dedicated

market insights team, augmented by expert analysis from

our industry associations (US Dairy Export Council and the

International Dairy Foods Association), which shows a robust

market for our existing product offerings.

We acknowledge that consumer trends may evolve over time,

and recognise this as a market opportunity. Refer to ‘low carbon

markets’ for further details on the next page.

Climate regulation on dairy: Impact of stricter regulation of

on-farm emissions increasing the cost of milk. It is expected that

agriculture, as one of the key sources of global emissions, will face

stricter regulation. This will particularly concern methane and

nitrous oxide emissions. The scenario model assumes that the US

government will follow a strategy to align decarbonisation levels to

limit global temperature rise to 1.5 degrees Celsius. The cost implied

for dairy farmers to decarbonise in line with new regulation is based

on a marginal abatement cost estimate, looking at productivity

improvements, and technologies such as feed additives and

anaerobic digesters.

#### Potential impact: operating costs

#### TCFD category: policy

Under the current policy scenario there is no expected impact

as the underlying assumption is that no additional regulations

other than those stated or planned will occur. While under the

stress scenario the impact is estimated to be low in the context of

successfully meeting our Scope 3 commitments. Furthermore, the

current US approach sees significant incentivisation for on-farm

decarbonisation funded through the Inflation Reduction Act.

Increasing energy prices: Energy prices (natural gas, biogas, and

electricity) are impacted by regulatory and market changes. The

model evaluated the impact of changes in energy prices applied

to current energy spend. It was assumed that Glanbia’s energy

consumption does not change from current levels.

#### Potential impact: operating costs

#### TCFD category: policy

The assessed impact under both climate scenarios modelled is

expected to be low when key mitigation measures are considered

including the efficient management of our energy use through

installed energy management systems within our largest sites

and the implementation of our Scope 1 and 2 transition plan. Our

energy providers, given state specific emissions ambitions and

fuelled by federal incentives, are regularly providing renewable

energy supply opportunities at our major sites.

Sustainable trends in packaging: The expected increase in demand

for sustainable packaging alternatives (secondary plastics) and the

associated increased costs associated with these alternatives. This

model incorporates a 35% increase in costs and assumes quantity

consumption remains at current levels, with GPN as a consumer

facing business most signiﬁcantly impacted.

#### Potential impact: operating costs

#### TCFD category: policy

The assessed impact under both climate scenarios modelled

is expected to be low, with potential price increases modelled

having a low impact on cost per unit of product. This risk is further

mitigated through measures including packaging redesign,

pilot refill programmes and dedicated procurement focus on

packaging supply.

Direct and indirect carbon taxes: Indirect increase in the costs of

fuel due to the removal of fossil fuel subsidies and a direct increase

due to the implementation of carbon taxes. It was assumed

Glanbia’s fuel usage remained at current levels.

#### Potential impact: operating costs

#### TCFD category: policy

Under the current policy scenario there is no expected impact

as the underlying assumption is that no additional regulations

other than those stated or planned will occur, while under the

stress scenario the impact is estimated to be low in the context

of improving resource efficiency at a distribution level through

our fleet management system and the ability to pass the cost

through.

#### Sustainability continued

#### Task Force on Climate-related Financial Disclosures Report continued

#### Scenario model details

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#### Transition opportunity Impact assessment

Low carbon markets: This scenario recognises the development

and growth of carbon credits and clean energy markets. Both

opportunities are of high relevance to Glanbia as they can be

generated through the use of anaerobic digesters which some

Glanbia sites are currently using.

Maximising the return of biogas from our on-site operations in

conjunction with reducing our emissions in line with our Scope 1

and 2 roadmaps, optimising energy eciency informed by energy

management systems contribute to low carbon opportunities

within the value chain.

#### Potential impact: revenue growth

#### TCFD category: market, reputation

We consider that a market for low carbon and carbon certified

ingredient and consumer end products will likely develop over the

medium to long-term. We are seeing customers assessing their

supply chain and proposing partnerships for carbon reduction.

The evolution of this market represents an opportunity to

continue to invest on-site, to reduce carbon emission footprint

and create additional revenue streams, while delivering an

improved product/ingredient carbon footprint.

#### Physical risk Impact assessment

Eect of temperature increases (both acute and chronic) on key

aspects of Glanbia’s dairy supply chain: Three separate models

were constructed to evaluate the impact of increased temperatures

on our dairy supply chain.

The following areas were considered:

•  dairy productivity (chronic);

•  milk yields (acute); and

•  crop yields – a key input into animal feed (chronic).

These models considered the potential impact of such conditions

on dairy suppliers margins and or the price of milk as an input cost,

potentially resulting in an increased product cost to recoup via the

market or through required production efficiencies to maintain

product margins.

#### Potential impact: operating costs

#### TCFD category: chronic and acute

Under both climate scenarios the impact is expected to have a

longer term impact horizon beyond 2030, with quantification of

such impacts challenging given the level of inherent uncertainty

associated with future global warming.

In the short to medium term Glanbia is protected against milk

supply shortages, and associated price increases due to milk

supply agreements, joint venture business model structures

in place and the milk and cheese market conditions in which

Glanbia operate. However, Glanbia acknowledges the existence

of tipping points in the longer term that may occur in the event

prolonged physical impacts emerge which make dairy production

unviable at farm level which impact milk supply and cost.

We analyse comprehensive dairy production data in our supply

chain on an ongoing basis and leverage US Department of

Agriculture datasets to track productivity and trends.

Water scarcity: Increasing water scarcity in certain regions caused

by droughts, increased temperatures, heatwaves, and increasing

demand for water will aect the water availability in most US

states. Modelled using the WRI Aqueduct to project water stress

levels we calculated the change in water scarcity until 2050 for

Glanbia’s top seven manufacturing sites (covering about 94% of

total water consumption) for each scenario. The increase in water

scarcity in the regions where Glanbia’s manufacturing sites are

located could lead to a cumulative increase in Glanbia’s operational

costs for the current policies and stress scenarios respectively until

2050.

#### Potential impact: operating costs

#### TCFD category: acute

The sites identiﬁed from this analysis are already within the

Group’s priority locations for water risk with eorts already

underway to manage water use at these sites.

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Glanbia plc | Annual Report and Financial Statements 

#### The impact of climate change on

#### our financial statements

We considered the potential impacts of

climate change risks when preparing our

Consolidated Financial Statements and

have determined that there is no material

impact on the ﬁnancial reporting

judgements and estimates and as a

result there is no impact on the valuations

of the Group’s assets and liabilities from

these risks as at 30 December 2023. Refer

to pages 186 and 215 within the ﬁnancial

statements for further details.

#### Resilience and associated

#### strategic actions

We continue to monitor the resilience of

the organisation with due regard for the

climate-related risks and opportunities

that the business faces. Under current

policies and a transition scenario,

Glanbia is suciently protected against

climate-related risks that may impact the

value chain, due to its market position,

business partnerships, contractual

relationships, as well as existing and

planned mitigation actions.

Sustainability strategy

Alignment with, and delivery of, science-

based targets across Scope 1, 2, and 3 is

considered a key mitigant against the

impact of the transition risks identiﬁed,

including risks associated with potential

dairy market decline and changing

consumer preferences.

For the risks that have a direct

operational cost impact such as direct

and indirect carbon taxes, increasing

energy prices and sustainable trends in

packaging, we demonstrate resilience

through improving resource eciency at

the production and distribution level, cost

pass-through and fulﬁlment of our stated

packaging commitments.

Emission impact and associated

technology requirements will continue

to be an important consideration for

the Group in delivering on our strategy,

as reﬂected in the Group capital

investment policy evaluation criteria of

any new acquisition or strategic capital

investment.

Innovation and market

Glanbia’s growth is built on integrating

innovative business models and expertise

into our strategy. We pride ourselves in

our agility to meet the varied nutritional

requirements and needs of our customers

and consumers. We recognise the

commercial value in aligning with a low

carbon transition. We hold a strong brand

portfolio with a loyal customer base,

oering a range of ingredient choices.

Our market insight teams anticipate and

monitor ever-changing market trends,

through the development of new branded

products and ingredients. For example,

in response to these trends we have

developed and hold a range of non-dairy

protein alternatives including within

our leading consumer brand Optimum

Nutrition, ‘Gold Standard 100% Plant’ and

our Amazing Grass product range.

Further down the value chain, our

geographical footprint, diverse customer

base and range of channels and products

helps to reduce the risk associated

with any speciﬁc category or market

segment and provides an opportunity

for innovation across multiple end-use

markets.

Physical risk insights

Our physical risk assessment has

provided valuable insight into the longer-

term risks across our operations and

supply chain. It has sign-posted areas for

further analysis and monitoring.

Immediate steps taken as a result of this

analysis include integration of speciﬁc

climate-related risks within business

continuity planning for higher risk sites

and reviewing public policy for areas

where a broader response is needed with

a particular focus on water stress areas.

Refer to page 57.

We acknowledge that long-term shifts

in climate patterns and increased

occurrence of extreme weather events

may have a signiﬁcant impact on the

dairy supply chain. This requires close

monitoring to ensure existing mitigation

factors remain viable, and that our

strategic and operational plans remain

alert to the challenges associated with

such risks.

Dairy partnership

Our dedicated milk procurement and

dairy economics teams support our dairy

suppliers, and closely monitor production

levels, supplier trends etc. We take a

partnership approach with our dairy

suppliers to improve and build resilience.

Refer to page 56.

Responsible sourcing

For all raw materials, our global

procurement and responsible sourcing

commitments are important to help

manage potential future risks to

availability of key commodities as

regional climatic impacts take eect.

This includes analysis of single source

suppliers, risk proﬁling of sourcing regions

and use of third-party risk analysis such

as EcoVadis to support our assessment.

#### Future focus

Glanbia recognises the importance

of evaluating the impact of climate

change on our business and strategy. Our

disclosures in this regard are intended to

assist our stakeholders in understanding

the potential impacts and opportunities

of climate change on our business over

the short, medium and long-term. We

acknowledge in the context of an evolving

regulatory reporting environment,

and with improving scientiﬁc climate

resources there will be a need for further

analysis and detailed disclosures to

support our stakeholders in this regard.

We as a nutrition business recognise the

deep and intricate connections between

food systems and the planet’s health,

as well as the impact of a changing

climate for the future. We are focused

on managing our impacts within our

own operations, in particular relating to

our Scope 1 and 2 emission targets by

meeting key elements of our transition

plan; to progressively shift towards

100% renewable energy procurement

(Scope 2) by 2030 and reduce on-site

emissions (Scope 1) through operational

eciencies and capital investment. Refer

to pages 55-56 for more information

on the Group’s targets and progress

to-date, and page 65 which outlines how

these metrics form part of our strategic

response to the risks identiﬁed.

We acknowledge the material impact

of our Scope 3 emissions and have a

roadmap in place with our key dairy

supply stakeholders, which will deliver a

detailed transition plan to meeting our

Scope 3 commitments. Refer to page 56.

This plan will be presented to the Board in

2024, with our performance against this

plan reported externally.

#### Sustainability continued

#### Task Force on Climate-related Financial Disclosures Report continued

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Glanbia plc | Annual Report and Financial Statements 

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INFORMATION

To embed our approach, Glanbia’s

Better Nutrition, Better World strategy

is embedded from the Board to the ESG

Committee and is integrated via the

Group Operating Executive and ESG

Centre of Excellence into all aspects of

the business through specialists and

cross-functional teams and workstreams.

This approach provides oversight, and

balances the focus on programme

delivery, required due diligence

procedures and increased reporting and

disclosure obligations.

See more on pages -.

At Glanbia, we are committed to

conducting business in the right way,

complying with the law and working

responsibly. Glanbia has made our core

governance policies publicly available

including our Code of Conduct, Supplier

Code of Conduct and Anti-bribery

and Corruption policy, Human Rights

and Speak Up policies. We support the

integration of these policies through

appropriate training programmes

including a Group-wide Code of Conduct

training module. The Group has a zero-

tolerance approach to bribery or any

form of corrupt practices and actively

encourages all workers and third parties

to speak up through our dedicated

whistleblowing line if they have any

concerns.

See more on page .

Glanbia complies with the European

Union (Disclosure of Non-Financial and

Diversity information by certain large

undertakings and groups) Regulations

2017. The table below is designed to

help stakeholders navigate to the

relevant sections in this Annual Report

to understand the Group’s approach

to these non-ﬁnancial risks. Many

of our policies can be viewed on

www.glanbia.com.

#### Performance

#### Consolidated disclosures pursuant to Article 8 Taxonomy Regulation

Following consideration of the ‘EU Taxonomy Compass’, and detailed review of the economic activities’ descriptions and NACE code definitions as referenced

within it, the Group concludes that our core economic activities of food processing and manufacturing are not included within the six environmental objectives of

the EU Taxonomy and consequently are Taxonomy non-eligible.

Refer to pages 155-165 for Glanbia’s consolidated disclosure in accordance with the EU Taxonomy Regulation.

#### Reporting

#### requirement

#### Policies and standards which

#### govern our approach

Risk management and

#### additional information

Environmental matters

•  Environmental policy

•  Supply chain and responsible sourcing and on-farm

sustainability

•  Animal welfare policy

•  Environment section – pages 55-60

•  Responsible sourcing – pages 56 and 61

•  ESG Committee report – pages 116-120

•  Task Force on Climate-related Financial Disclosures (TCFD)

Report – pages 64-70

•  Risk management – pages 72-85

Employee matters

•  Culture and engagement

•  Group code of conduct

•  Whistleblowing policy

•  Diversity, equity and inclusion policy

•  Health and safety policy

•  Employee engagement survey – pages 28-29 and 50-51

•  Whistleblowing and fraud – page 113

•  UK Corporate Governance Code – pages 89 and 108

•  Diversity, equity and inclusion – page 30

•  Health and safety – page 31

Social matters

•  Education initiatives

•  Community support

•  Food safety and quality policy

•  GPN sports nutrition school – page 51

•  Community and charity support – page 63

•  Food safety and quality – page 62

Human rights

•  Anti-slavery and human trafficking statement

•  Supplier code of conduct

•  Human rights policy

•  See page 61 and 113 and our policies can be viewed on www.

glanbia.com/about/corporate-governance/our-policies

Anti-bribery and corruption

•  Group code of conduct

•  Anti-bribery and corruption policy

•  See page 113 and our policies can be viewed on www.

glanbia.com/about/corporate-governance/our-policies

Description of principal risks and impact of business activity

•  Principal risks and uncertainties – pages 76-83

Description of the business model

•  Business model – pages 22-23

Non-financial key performance indicators (KPIs)

•  Key performance indicators – page 25

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Glanbia plc | Annual Report and Financial Statements 

#### Risk management

#### Managing our risks

Geopolitical risks, such as the war in

Ukraine, escalating tensions in the Middle

East, relations between the US and

China, and their related macroeconomic

impacts, continue to remain some of the

biggest threats to the Group achieving

its strategic objectives. While overall

the Group navigated the evolving

risk environment well in 2023 with no

material negative impacts to the Group’s

performance; as 2024 progresses,

the Group will need to remain alert

to changes in risks that may impact

the delivery of the Group’s strategic

objectives.

The eects of the primary geopolitical

and macroeconomic conditions on

the business are explained in various

sections of the Strategic Report and

consequently, the narrative included

in the Chief Executive Ocer’s Review,

Chief Financial Ocer’s Review and

Operations Review should be read in

conjunction with the below disclosures

to provide an overall understanding of

the risks, economic uncertainties and

challenges which will continue in 2024.

Assessment of the effectiveness of risk

management and internal controls

The Audit Committee on behalf of

the Board, has responsibility for

monitoring the Group’s systems of risk

management and internal control.

The risk management framework, as

outlined below, was reviewed by the

Audit Committee to consider the breadth

and depth of information (ﬁnancial,

operational and compliance) provided

to the Committee through direct

presentations from senior executives

and functional heads, risk management

report submissions and Committee

updates received from the internal

and external auditors. No instances of

signiﬁcant control failings or weaknesses

have been identiﬁed as part of this

review.

#### Risk management framework

Our risk management framework is

designed to ensure that risk management

is embedded into our culture, policies and

practices. There is input across all levels

of the business to enable the Group to

remain responsive to the ever-changing

operating environment. An overview

of the Group’s risk management and

internal control framework is outlined in

the diagram below.

Continuous monitoring of risk to

#### achieve our strategic objectives

Oversight

Identiﬁcation

Assessment

Mitigation

At Business

Unit and Group

functional level

Including the

identiﬁcation

and mitigation

of emerging

risks

#### Bottom

Up

#### Risk

#### Senior Leadership Team

driven by:

Risk

awareness

Risk

ownership

Risk

monitoring

Risk

reporting

#### Board underpinned by:

Our Purpose Our Values Our Code

#### Governance supported through:

Audit

Committee

ESG

Committee

Group

Operating

Executive

Group Internal

Audit

Our Strategic Priorities

Grow the core

Optimise

our business

Disciplined

capital

allocation

#### Top

#### DownRisk

Oversight

Identiﬁcation

Assessment

Mitigation

Including the

identiﬁcation

and mitigation of

emerging risks

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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FINANCIAL

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OTHER

INFORMATION

#### Risk oversight

Board of Directors

The Board has overall responsibility for determining the nature and extent of the signiﬁcant risks it is willing to take in achieving

the Group’s strategic objectives. The Board has an overarching Group risk appetite statement in place and applies a balanced

approach to risk, embracing risk in areas in which management has the appropriate skills, knowledge and experience to take

advantage of the opportunities presented, whilst limiting risk in other areas.

As part of the annual Group strategy process, the Board conducted a detailed assessment of the impact of the Group’s principal

and emerging risks, together with the methods employed to manage these risks. The Board and management use the same

process to assess and manage risks within our joint venture operations as it does for the wholly-owned areas of the Group. In 2023,

we held board positions in all such entities.

The Board conducted a formal half-year and full-year review of the risk register summary reports prepared by Group Internal

Audit to ensure that the Group’s principal risks and uncertainties, as outlined on pages 76 to 83, eectively describe the nature and

extent of the Group’s principal risks. The Board is satisﬁed that its risk management systems and internal control processes are

eective and will further enhance monitoring controls in 2024 with more frequent risk dashboard reporting.

Group Operating Executive

The Group Operating Executive forum as outlined in the Corporate Governance Report on pages 100 to 101 also acts as the Group

Risk Committee and supports the Audit Committee in the risk management process through the ongoing monitoring of the risk

environment and the eectiveness of the controls in place.

#### Risk reporting

Group Internal Audit (“GIA”)

GIA assists in the process by preparing regular Group

summary risk management reports based on information

submitted by management throughout the year. These

reports include:

•  An analysis of key Group risks in terms of impact

(assessed over the following 12 months within deﬁned

monetary terms), likelihood of occurrence (using deﬁned

probabilities of occurrence) and velocity (speed at which

the impact of the risk could materialise). The climate

related deviations are outlined on page 74;

•  A summary of the key movements in the identiﬁed risks,

with a particular focus on highlighting new or emerging

risks;

•  A summary of management action plans (“MAPs”) to

manage potential signiﬁcant risk exposures; and

•  An overview of organisational, business and emerging

risks.

The Audit Committee and Board perform bi-annual reviews

of these reports, with interim updates received from

management as required.

Audit Committee

The Audit Committee on behalf of the Board, has

responsibility for monitoring the Group’s systems of risk

management and internal control including the review

of their eectiveness. In 2023, the Committee received

updates from senior executives and detailed presentations

from Group functional leads including IT, Treasury, Legal,

ESG, Financial Reporting and Taxation. These presentations

typically provide the Committee with the opportunity to

review the Group’s risk appetite statements in relation to

the principal and emerging risks being examined.

Environmental, Social and Governance (“ESG”) Committee

The ESG Committee supports the Group’s ongoing

commitment to environmental, corporate social

responsibility and governance matters. The Committee

is responsible for monitoring and reviewing current and

emerging ESG trends, relevant international standards and

legislative requirements and identifying potential impacts

to the Group. In January 2024, the Audit Committee and

ESG Committee held a joint information session with

regard to ESG related matters to facilitate risk awareness

regarding the upcoming ESG reporting obligations.

Group Senior Leadership Team (“SLT”)

The identiﬁcation of risk is based on a Group-wide

approach. The management team of each business

segment and the Group functional leads are required to

maintain and submit a risk register. The register ensures

consistency of approach in the reporting of risks in

accordance with Group deﬁned guidelines.

The quality and consistency of SLT risk reporting is

supported by a number of other monitoring and reporting

processes including:

•  Group strategy process and Board review of ﬁnancial

and operational performance, including detailed

ﬁnance, capex planning and expenditure reviews;

•  KPI tracking of health and safety and environmental

reporting within the Group’s environmental

management system;

•  Bi-annual control self-assessment and management

representation letter processes;

•  Post-acquisition completion and capex project reviews;

•  Risk-focused Group Internal Audit plan; and

•  The externally assessed Glanbia Risk Management

System (“GRMS”) reviews, which assess operational

risks across the Group and the internal Glanbia Quality

System reviews.

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Glanbia plc | Annual Report and Financial Statements 

#### Risk management continued

#### Identifying and assessing

#### climate risk

The identiﬁcation, assessment and

management of climate-related

risks follow the Group’s existing risk

management framework, however, the

time horizons have been extended to

allow for the longer-term impacts of

climate change. This work has been

supported by third-party experts and

executive-led workshops, which has

helped to deﬁne a focused set of risks for

detailed analysis, as outlined on page 65

of the TCFD Report.

#### Managing climate risk

As outlined on the previous page, the

Audit Committee is responsible for

providing structured and systematic

oversight of the Group’s risk

management and internal controls,

while the ESG Committee supports the

Group’s ongoing commitment to our ESG

strategy, including our environmental

strategy. For further details on our

approach to managing climate change

and the related risks and opportunities,

refer to pages 64-70.

The Group considers insights obtained

through our reporting on TCFD

climate-related risks and opportunities

identiﬁcation, prioritisation process

(likelihood and velocity) and ﬁnancial

quantiﬁcation assessment (materiality),

post the consideration of available

mitigation measures. Key outputs of

this process are summarised within

the TCFD Report on pages 64-70,

and assessed through the Group risk

register process. The register includes

the estimated likelihood, velocity and

ﬁnancial materiality of the climate-

related risks and opportunities assessed,

which is a key component of our risk

management framework and also

documents the identiﬁed Group-wide

controls and actions to mitigate against

the respective risks to evaluate the

potential residual impact encompassing

both transition and physical risks. These

risks are consolidated as one principal

risk ’Climate Change’.

Climate-related risks and

#### opportunities

The processes for identifying, assessing

and managing climate-related risks are

incorporated within our risk management

framework. As part of this framework,

we have a clear approach for deﬁning

risk appetite and guidance to support

the assessment of materiality. The

Group’s risk appetite is agreed annually

with the Board and regularly monitored

to ensure climate-related risks remain

within the Group’s risk appetite without

unduly impacting the ongoing success

of our business. The management of

these climate-related risks is undertaken

within the function where the risk may

occur, for example, raw material risks

are primarily managed by procurement.

Actions taken are monitored to retain

climate risks within the agreed risk

appetite for the Group with the CEO for

GN having executive responsibility for

climate change mitigation measures. He

is supported in this work by the Group

Operating Executive as outlined on page

119.

#### TCFD reporting

In line with the recommendations of

the TCFD reporting requirements, the

Group has considered climate-related

impacts within the organisation under

the pillars of Governance, Strategy, Risk

Management and Metrics and Targets as

outlined on pages 64 to 70.

As detailed in our 2022 Annual Report,

the Group engaged the Carbon Trust, an

independent sustainability consultant,

to conduct a comprehensive climate

change risk assessment of the parts

of the business over which Glanbia

has operational control. The identiﬁed

climate-related risks and opportunities

were prioritised by their likelihood,

velocity and estimated ﬁnancial

materiality (prior to the consideration of

any mitigation measures). This allowed

us to better understand the potential

impacts from physical climate change

risks and opportunities associated

with the transition to a decarbonised

economy.

Further analysis was carried out to

assess, in greater detail, the potential

impact that Glanbia’s top climate-

related risks and opportunities could

have on our business, operations and

strategy, drawing on climate science

and scenario data. Two scenarios were

considered for each risk and opportunity;

a current policy scenario and a

stress scenario. The material risk and

opportunity themes that were reviewed

as part of assessing the potential impact

of climate change, along with the

expected timelines are outlined on pages

67-69 of the TCFD Report.

In line with the Group’s risk management

framework, the risk and opportunity

themes were assessed for likelihood,

velocity and materiality (impact). The

methodology applied to climate risk

themes diered from the standard

framework deﬁnitions as follows:

•  Velocity: To reﬂect the nature of

climate change, the time horizon

applied to velocity was short term up

to 3 years, medium term from 3 to 10

years and long term beyond 10 years

as opposed to the Group approved

thresholds which assess velocity as

very rapid if the impact of the risk is

felt within 1 month, rapid if within 1

quarter and slow if it extends beyond

1 quarter.

•  Likelihood: Under the assessment,

this is based upon the certainty of

outcome across the dierent climate

scenarios analysed. Where there is

a highly consistent outcome under

all scenarios, the relevant risk or

opportunity is categorised with a

higher likelihood and conversely, where

the outcome is only expected under

stress scenarios the risk or opportunity

is categorised with a lower likelihood.

The standard Group approach to

likelihood is measured as a percentage

of possible occurrence over a three-

year period in line with the Group’s

strategic plan.

The Directors consider these deviations

from the standard risk framework to

be appropriate given the nature of the

speciﬁc risk. The controls for this principal

risk are aligned with our strategy and

regulatory framework requirements. They

include controls relating to governance,

leadership and climate adaptation.

Climate change risks are also considered

when assessing other principal risks

including, but not limited to: Economic

and Industry; Market Disruption and

Acquisition/Integration. For example,

this includes involving the relevant

internal functional experts when making

acquisition or capital investment

decisions or impairment review decisions

where required.

The Group concluded that climate

change is not expected to have a

material impact on the viability of the

Group in the short term and summarised

the material climate risk themes

which will require close monitoring

going forward as outlined on pages

64 to 70. Glanbia also has a continuing

engagement with the Carbon Trust

who provide technical expertise on the

Group’s carbon footprint mapping, and

identiﬁcation of key carbon reduction

projects. The Group plans to continue this

work and has committed to building on

the progress achieved in 2023 in relation

to our climate impact.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Strategic/External Technological Operational/Regulatory Financial

Mainly external risks associated

with our operating environment

 Geopolitical

 Economic and industry

 Market disruption

 Customer concentration

 Climate change

The systems we use to drive the

business and the data they hold

 Digital transformation

 Cyber security and data

protection

The people and processes we

use to power our business model

 Talent management

 Health and safety

 Supply chain

 Product safety

and compliance

 Acquisition/Integration

Our ﬁnancial status

and internal controls

 Taxation

changes

Risk trend

 Increasing   Stable  Decreasing

#### Risk categories

Our approach recognises the external

risks associated with our operating

environment, which are typically

considered and managed through our

strategic processes, and the primarily

internal risks associated with our people,

processes and systems which are

managed through our internal controls.

Emerging risks with the potential to

impact our longer-term success are

also considered to ensure that we plan

appropriately to respond to them over

time. No new emerging principal risks

were identiﬁed in 2023.

#### Identifying our principal risks

#### and uncertainties

The Directors have carried out a robust

assessment of the Group’s principal risks,

including those that may threaten our

business model, future performance,

solvency or liquidity and reputation. Key

risks are identiﬁed based on the likelihood

of occurrence, potential impact and

velocity on the Group using the process

outlined on pages 72 to 75.

Risks are reported on a residual risk

basis and represent a snapshot of the

Group’s principal risk proﬁle. This is not

an exhaustive list of all the risks faced by

the Group, there may be other risks and

uncertainties that are not yet considered

material or not yet known to us. This list

will change if these risks assume greater

importance in the future. Likewise, some

of the current risks will drop o the key

risks schedule as management actions

are implemented or changes in the

operating environment occur.

The Board also fully recognises that

many risks do not exist in isolation and

that one or more risks may crystallise at

the same time which could increase the

impact to the Group. The interactions

and relationship between such risks are

discussed and considered by the Board

throughout the year. Risk benchmarking

is completed, which includes a review of

external risk publications and emerging

risk trends against the Group’s risk

landscape. In 2023, discussions included

a consideration of the consequences

of geopolitical tensions, persistent

inﬂationary, energy rate and interest

rate pressures, cybersecurity threats and

climate change risks.

#### Principal risks and uncertainties

Changes to risks during the year

The Directors have considered the

Group’s principal risks and uncertainties

and have determined that the risks and

uncertainties reported in Glanbia plc’s

2022 Annual Report remain relevant

with one revision. The principal risk

Economic, Industry and Political risk,

reported in 2022, has been split into two

principal risks with the political narrative

now captured within a new Geopolitical

principal risk and the Economic and

industry risk remaining as a standalone

risk.

Some ﬂuctuations in risk trends did arise

in 2023 including:

•  Geopolitical risk: As geopolitical

tensions escalated and became more

widespread globally, the Directors have

determined that this risk area now

warrants a standalone principal risk.

The market consequences of the war in

Ukraine and tensions in the Middle East

continue to create volatility. The Board

is also closely monitoring tensions

in key trading regions, particularly

between China and Taiwan, where any

potential conﬂict, economic sanctions

or trade rulings would impact Glanbia’s

growth objectives. The upcoming

US presidential election also has

the potential to create short-term

uncertainty.

•  Economic and industry: the

macroeconomic environment

continues to show volatility with

recessionary conditions which

impacted some countries in 2023

looking set to continue in 2024.

•  Market disruption risk continues to

trend upwards. Adverse changes

in economic conditions, persistent

inﬂation, energy and interest rate

pressures have continued to increase

the cost of living and could result in

reduced consumer spending which

may disrupt demand and further

increase operational and ﬁnancial

costs.

•  Climate change risk continues to

trend upwards due to the evolving

climate landscape, expected future

developments in ESG regulations,

the increasing stakeholder reporting

expectations and the other climate

change risks disclosed in the TCFD

Metrics and Targets disclosures on

page 64.

•  Cyber security and data protection

risk continues to trend upwards due

to rapidly accelerating technological

changes in areas such as artiﬁcial

intelligence (“AI”) and growing global

cybersecurity control threats.

•  Supply chain and Talent management

risks have stabilised as supply chain

risk mitigation measures have been

successfully deployed, and labour

market conditions continue to

normalise.

•  The remaining principal risks continue

to trend as stable due to the mitigation

activities in place by the Group as

outlined on pages 76 to 83.

The Group actively manages these and

all other risks, inclusive of emerging risks,

through its risk management and internal

control processes.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Principal risks and uncertainties

Link to strategic priorities (see pages  to )

Risk trend

 Increasing    Stable



Decreasing

Grow the core    Optimise our business Disciplined capital allocation

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Strategic/External

#### Geopolitical 

Geopolitical events and developments

may have the potential to create global

or regional instability that could impact

on our growth objectives.

Political instability, civil disturbance,

conflicts, trade tensions and

regulatory changes may negatively

impact performance. Geopolitical

tensions in the regions where

we operate may pose potential

challenges that could adversely

affect our pursuit of growth

objectives.

The Board conducts a thorough assessment of geopolitical risks,

particularly in the regions where we operate, and regularly updates

risk profiles to stay informed about changing dynamics.

The Group’s strategy is aimed at spreading our business activities

across diverse regions to reduce dependency on any single

geopolitical area, minimising the impact of localised disruptions.

The Board and Group Operating Executive are kept informed about

geopolitical risks through regular Group risk and business segment

operational updates.

The Board considers various geopolitical scenarios and their potential

impact on the business as part of strategy discussions. This enables the

Board to develop proactive strategies and responses to different situations.

Management aims to stay abreast of and comply with international and

local regulations, maintaining relationships with local and international

stakeholders and consulting with external advisors, where appropriate, to

stay informed about political developments and foster cooperation.

Senior leaders from our core segments updated the Board/Audit Committee

on segment performance during 2023. This included consideration of

geopolitical impacts, where appropriate.

The Group will continue to monitor geopolitical tensions closely where any

potential conflict, economic sanctions or trade rulings may impact the

growth objectives of the Group.

The Group will continue to monitor the upcoming US presidential election,

should it cause short-term uncertainty and/or instability to the markets

where we operate.

Potential geopolitical impacts will continue to be assessed as part of the

Group’s strategic discussions and capital allocation decisions, particularly in

relation to acquisition activity and strategic capital expenditure.

#### Economic and industry



Our performance is influenced by

global economic conditions, consumer

confidence and the stability of the

markets in which we operate.

Deterioration in economic growth or

consumer confidence, or significant

currency movements may impact

performance and the achievement

of growth targets.

The Board regularly assesses key market trends, the current

economic environment and the related implications on Group

performance and strategic objectives.

The Group’s strategy is aimed at the continued expansion of the

Group’s geographic reach, focusing on key customer relationships

and investment in new product development which helps to protect

the Group from significant economic fluctuations and material

rapid changes in the external environment.

The macroeconomic environment continued to be uncertain as some

markets entered recession in 2023. There is continuing pressure from

high interest rates, monetary tightening by central banks and currency

fluctuations, which the Group continues to navigate and mitigate where

possible.

Increased promotional activity and the careful management of price

increases were required to address inflationary challenges and other

macroeconomic factors. To date, customer demand has sustained these

price increases.

The macroeconomic environment remains uncertain prompting continuing

review throughout 2024. The Group will proactively review and implement

mitigating actions to address challenges such as cost inflation and the

impact of high living costs, ensuring a responsive and adaptive approach as

needed.

The impact of any potential future price increases will continue to be

assessed for elasticity effects.

#### Market disruption 

Inflationary pressures may create further

headwinds for the business.

Increasing competition across certain

channels through high promotional

activity, competitor product innovation

and channel shifts provide an ongoing

challenge.

Continued inflationary pressures

above expectations may disrupt

demand due to consumer price

elasticity.

Failing to recognise or obtain

accurate and relevant competitive

and environmental intelligence may

result in the adoption of incorrect

business strategies.

Significant actions to mitigate cost inflation were implemented

across a range of initiatives including pricing, revenue growth

management and efficiency programmes.

The GPN team continues to enhance in-house capabilities to

assess market trends, ensuring improved accuracy and relevance

of data for the Board and management’s decision making.

GN has focused on differentiating its capabilities from competitors

through innovation to enable it to become the preferred partner of

choice for nutritional and functional solutions in both the dairy and

non-dairy segments.

The Group allocates resources to research and development for

value-added, customer-specific solutions and invests in necessary

promotional activities, where required.

Our strategic portfolio review continued in 2023 resulting in divestment

decisions around non-core assets as outlined in the Chief Financial Officer’s

review on pages 40 to 45.

The impact of increasing inflationary pressures and supply chain volatility

have been mitigated by price increases and this balance will continue to be

closely monitored in 2024.

Marketing spend has continually focused on the areas/brands where

recovery momentum is strong.

While energy prices have shown signs of stabilising, food prices remain

elevated and further shocks from geopolitical tensions may contribute to

further inflationary pressures. The Group will continue to monitor this and

any other adverse changes in economic conditions, such as the heightened

cost of living and increased interest rates that could result in reduced

consumer spending and a slowdown in consumer demand.

The Group will continue to invest in developing in-house capabilities to

assess trends in key market areas ensuring accurate and relevant data is

available to management teams to support decision making.

#### Customer concentration



The Group benefits from close

commercial relationships with a number

of key customers and adverse changes

could materially impact the Group.

The loss of, or material disruption

with, one or more of these

customers, or a significant

deterioration in commercial terms,

could have a material impact on

Group profitability.

Pricing risks associated with the

growth of the online channel could

impact the Group.

The Group has strong relationships with key customers

through superior customer service, quality assurance and cost

competitiveness. Continued focus remains on new customer and

channel development opportunities.

Consistent and effective implementation of the GN commercial

team’s ‘one face to the customer’ approach.

The Board regularly reviews its exposure, including credit exposure,

to individual customers and considers the impact of acquisitions

where relevant.

Continued assessment of the impacts of channel shifts by consumers and

the financial strength of our customer base, particularly our US customers

which represent the majority of Group Revenue.

Dedicated consumer insights and analytics teams in place who continue to

build out our monitoring and consumer intelligence capabilities.

Management continued to monitor credit exposures in 2023 as customers

maneuvered high energy costs and interest rates, post the recovery from the

pandemic.

The Group will continue to review new customer and channel development

opportunities.

The Group will continue to build key customer partnerships through strategic

capacity expansions and product supply opportunities, particularly with our

core GN customers.

The impact of pricing increases associated with the heightened cost of

inflation will be closely monitored.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Strategic/External

#### Geopolitical 

Geopolitical events and developments

may have the potential to create global

or regional instability that could impact

on our growth objectives.

Political instability, civil disturbance,

conflicts, trade tensions and

regulatory changes may negatively

impact performance. Geopolitical

tensions in the regions where

we operate may pose potential

challenges that could adversely

affect our pursuit of growth

objectives.

The Board conducts a thorough assessment of geopolitical risks,

particularly in the regions where we operate, and regularly updates

risk profiles to stay informed about changing dynamics.

The Group’s strategy is aimed at spreading our business activities

across diverse regions to reduce dependency on any single

geopolitical area, minimising the impact of localised disruptions.

The Board and Group Operating Executive are kept informed about

geopolitical risks through regular Group risk and business segment

operational updates.

The Board considers various geopolitical scenarios and their potential

impact on the business as part of strategy discussions. This enables the

Board to develop proactive strategies and responses to different situations.

Management aims to stay abreast of and comply with international and

local regulations, maintaining relationships with local and international

stakeholders and consulting with external advisors, where appropriate, to

stay informed about political developments and foster cooperation.

Senior leaders from our core segments updated the Board/Audit Committee

on segment performance during 2023. This included consideration of

geopolitical impacts, where appropriate.

The Group will continue to monitor geopolitical tensions closely where any

potential conflict, economic sanctions or trade rulings may impact the

growth objectives of the Group.

The Group will continue to monitor the upcoming US presidential election,

should it cause short-term uncertainty and/or instability to the markets

where we operate.

Potential geopolitical impacts will continue to be assessed as part of the

Group’s strategic discussions and capital allocation decisions, particularly in

relation to acquisition activity and strategic capital expenditure.

#### Economic and industry



Our performance is influenced by

global economic conditions, consumer

confidence and the stability of the

markets in which we operate.

Deterioration in economic growth or

consumer confidence, or significant

currency movements may impact

performance and the achievement

of growth targets.

The Board regularly assesses key market trends, the current

economic environment and the related implications on Group

performance and strategic objectives.

The Group’s strategy is aimed at the continued expansion of the

Group’s geographic reach, focusing on key customer relationships

and investment in new product development which helps to protect

the Group from significant economic fluctuations and material

rapid changes in the external environment.

The macroeconomic environment continued to be uncertain as some

markets entered recession in 2023. There is continuing pressure from

high interest rates, monetary tightening by central banks and currency

fluctuations, which the Group continues to navigate and mitigate where

possible.

Increased promotional activity and the careful management of price

increases were required to address inflationary challenges and other

macroeconomic factors. To date, customer demand has sustained these

price increases.

The macroeconomic environment remains uncertain prompting continuing

review throughout 2024. The Group will proactively review and implement

mitigating actions to address challenges such as cost inflation and the

impact of high living costs, ensuring a responsive and adaptive approach as

needed.

The impact of any potential future price increases will continue to be

assessed for elasticity effects.

#### Market disruption 

Inflationary pressures may create further

headwinds for the business.

Increasing competition across certain

channels through high promotional

activity, competitor product innovation

and channel shifts provide an ongoing

challenge.

Continued inflationary pressures

above expectations may disrupt

demand due to consumer price

elasticity.

Failing to recognise or obtain

accurate and relevant competitive

and environmental intelligence may

result in the adoption of incorrect

business strategies.

Significant actions to mitigate cost inflation were implemented

across a range of initiatives including pricing, revenue growth

management and efficiency programmes.

The GPN team continues to enhance in-house capabilities to

assess market trends, ensuring improved accuracy and relevance

of data for the Board and management’s decision making.

GN has focused on differentiating its capabilities from competitors

through innovation to enable it to become the preferred partner of

choice for nutritional and functional solutions in both the dairy and

non-dairy segments.

The Group allocates resources to research and development for

value-added, customer-specific solutions and invests in necessary

promotional activities, where required.

Our strategic portfolio review continued in 2023 resulting in divestment

decisions around non-core assets as outlined in the Chief Financial Officer’s

review on pages 40 to 45.

The impact of increasing inflationary pressures and supply chain volatility

have been mitigated by price increases and this balance will continue to be

closely monitored in 2024.

Marketing spend has continually focused on the areas/brands where

recovery momentum is strong.

While energy prices have shown signs of stabilising, food prices remain

elevated and further shocks from geopolitical tensions may contribute to

further inflationary pressures. The Group will continue to monitor this and

any other adverse changes in economic conditions, such as the heightened

cost of living and increased interest rates that could result in reduced

consumer spending and a slowdown in consumer demand.

The Group will continue to invest in developing in-house capabilities to

assess trends in key market areas ensuring accurate and relevant data is

available to management teams to support decision making.

#### Customer concentration



The Group benefits from close

commercial relationships with a number

of key customers and adverse changes

could materially impact the Group.

The loss of, or material disruption

with, one or more of these

customers, or a significant

deterioration in commercial terms,

could have a material impact on

Group profitability.

Pricing risks associated with the

growth of the online channel could

impact the Group.

The Group has strong relationships with key customers

through superior customer service, quality assurance and cost

competitiveness. Continued focus remains on new customer and

channel development opportunities.

Consistent and effective implementation of the GN commercial

team’s ‘one face to the customer’ approach.

The Board regularly reviews its exposure, including credit exposure,

to individual customers and considers the impact of acquisitions

where relevant.

Continued assessment of the impacts of channel shifts by consumers and

the financial strength of our customer base, particularly our US customers

which represent the majority of Group Revenue.

Dedicated consumer insights and analytics teams in place who continue to

build out our monitoring and consumer intelligence capabilities.

Management continued to monitor credit exposures in 2023 as customers

maneuvered high energy costs and interest rates, post the recovery from the

pandemic.

The Group will continue to review new customer and channel development

opportunities.

The Group will continue to build key customer partnerships through strategic

capacity expansions and product supply opportunities, particularly with our

core GN customers.

The impact of pricing increases associated with the heightened cost of

inflation will be closely monitored.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Principal risks and uncertainties continued

Link to strategic priorities (see pages  to )

Risk trend

 Increasing    Stable



Decreasing

Grow the core    Optimise our business   Disciplined capital allocation

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Strategic/External continued

#### Climate change 

Failing to have an appropriate business

model in place to react to the climate-

related risks and opportunities and to

achieve the Group’s commitment to

protecting the environment through

responsible stewardship.

The risk of non-compliance with

regulations.

Changes in government policy,

regulation, technologies and

weather conditions, may impact

the Group or influence consumer

preferences.

Failure to comply with

environmental incident reporting

regulations may cause reputational

damage.

An ESG Board subcommittee is in place and a member of the

Group Operating Executive has responsibility for overseeing

the delivery of the Group’s agenda on environmental, social and

governance topics.

The Board recognises the scientific consensus that action is

required to address the impact of greenhouse gas emissions on

rising global temperatures and has ensured that:

•  A Board approved strategy is in place to accelerate our climate

change commitments, targeting decarbonisation in our

operations and supply chain and addressing our most material

sustainability impact areas.

•  The Group-wide sustainability programme focuses on building

a strong culture, systems and governance model to oversee

progress and to ensure compliance with environmental incident

reporting regulations.

•  Clearly defined Board approved KPIs and targets are in place as

outlined on pages 126 to 149.

•  The Group’s Capital Investment Policy incorporates

environmental considerations into the existing due diligence

process.

The Group has taken a rigorous approach to measuring climate risk

impact through data, baselining and risk assessment supported

by external experts and aligned to emission reduction targets

validated by the Science Based Targets initiative (“SBTi”).

Building on the ESG training provided to the Board in 2022, further external

ESG training was provided to both the Audit and ESG Committees in

January 2024. This training focused on Glanbia’s current and upcoming

reporting obligations, market insight benchmarking and the responsibilities

of the Audit Committee and the Board in relation to the EU Corporate

Sustainability Reporting Directive (“CSRD”) reporting.

FY 2023 ESG reporting built on the processes and structures established in

2022 including the issuance of the first Glanbia GRI report in 2023. For more

information on other developments and progress made on the environment

topic, please refer to the Sustainability Report on pages 48 to 63.

Strong performance was noted against all of the Group’s 2023 ESG target

areas with continued progress taking place in the development of the

Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage

was by way of renewable electricity, see page 55 for more information.

In preparation for the CSRD requirements, the Group also conducted a

Double Materiality assessment in conjunction with our external advisors. This

is designed to determine what disclosures are relevant under the mandatory

sustainability standards, required under CSRD, with no new ESG topic noted

as a result of this exercise.

The Group will continue to update the data systems and processes to meet

the CSRD disclosure and evolving ESG legislative requirements.

The Board will be heavily focused on the delivery of the Group’s Scope 3

strategy and the continuing commitment to its key targeted reductions

in areas such as carbon, water, waste and packaging. Progress in the

development of Glanbia’s approach to nature and the ongoing work to

enable enhanced supply chain transparency will also continue to be closely

examined.

The Group is committed to supporting our customers’ ESG ambitions,

particularly in the provision of sustainability data in relation to carbon, and

assurances on ingredient sourcing risks to meet their own public facing

targets.

The Audit and ESG Committees will continue to focus on monitoring

the effectiveness of the environment metrics and regulatory disclosure

requirements to ensure progress is being maintained in line with

expectations. Regular updates will continue to be provided to the Board

to ensure climate-related impacts are understood and embedded in the

Group’s governance, operational and strategic model.

#### Technological

#### Digital transformation



The risk of the Group implementing an

ineffective digital strategy.

A failure to adopt new technologies

and/or potential negative

consequences associated with

integrating digital technologies

within the business may impact our

targeted growth.

Each core business function has a three-year digital roadmap that

is reviewed and updated annually.

Dedicated project teams put in place for material transformation

projects with appropriate user acceptance testing completed prior

to go-live.

All enterprise systems are deployed using a centrally managed

model to ensure architecture alignment and effective process

governance.

Executive commitment to ensure the full benefits of the Group’s

digital capabilities are maximised to increase our speed to market,

reduce costs and improve customer experience.

The Group has deployed leading ERP technologies which support the

automation of our key business processes. The Group successfully upgraded

its ERP system to SAP’s latest technology and associated hardware,

which brings enhanced machine learning and artificial intelligence (“AI”)

capabilities to the Group.

Fraud and cyber security exercises completed with vulnerability scans

implemented across all eCommerce sites.

Continued to integrate our ERP system into acquisitions as part of the IT

roadmap.

A reassessment of the optimal manner in which to leverage the D2C platform

across GPN was performed during the year. This will help enable resources to

be applied to the opportunities best matching the brand strategy.

With the latest ERP technology now in place, management will focus our

digitisation programme on continuing to enhance the Group’s supply

chain, customer engagement, manufacturing, operations, finance, and HR

systems.

A Chief Digital & Transformation Officer has been appointed to the Group

Operative Executive to ensure that the Group’s global support functions are

structured to efficiently deliver high value business services.

Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino

segregation and separation of IT infrastructure and applications from the

Group in line with the transition agreements.

Continue to assess the potential benefits and risks associated with emerging

AI capabilities as part of cyber risk considerations.

#### Cyber security and data

#### protection 

The Group is dependent on robust IT

systems and infrastructure for most of

our principal business processes which

may be impacted by the significant

growth of cyber threats.

An adverse event could result

in significant financial loss or

reputational damage due to the

potential loss of, or unauthorised

access to sensitive financial,

personal and commercial

information. This includes the

Group’s intellectual property (“IP”) or

that of our customers.

An adverse event could also result

in significant negative impacts to

our operational capabilities through

ransomware or denial of service

attacks.

Financial and reputational loss may

also occur through targeted attacks

such as phishing or impersonation

frauds.

A dedicated Group IT Security team is in place to manage IT risks.

Policies in place regarding the protection of both business

and personal information, as well as the use of IT systems and

applications by our employees with oversight by the Group Data

Protection Committee.

Systems in place, including ongoing audit activities, to monitor

compliance with relevant privacy laws and regulations.

The Group maintains a cyber insurance policy and there were no

material information or cybersecurity breaches noted over the last

three years resulting in an insurance claim.

Continued investment in cyber-crime prevention and information

security programme. Regular security scanning across eCommerce

sites with penetration testing completed on new sites.

Regular Group IT Board and Audit Committee updates on the

Group IT strategy and key Group IT risks.

Cyber security and anti-fraud control reviews were conducted against the

US Department of Commerce and National Institute of Standards and

Technology Cybersecurity Framework to continue to gain comfort over

the effectiveness of the Group’s ransomware prevention, detection and

response plans.

Additional ransomware detection capability rolled out to SAP/mission

critical services. The Group ransomware response policy, playbook, roles

and responsibilities were updated and a ransomware simulation workshop

was completed with a subcommittee of the Board, members of the Group

Operating Executive and relevant Group functional leads in October 2023.

Rolled out phishing simulations across the Group, implemented a new

firewall configuration management service and introduced a new multi-

factor authentication solution for employee remote access.

Continue progress on the effective integration of our IT systems and related

Group monitoring controls within our recent acquisitions.

The cross-functional teams involved will continue to ensure our IP is

protected through appropriate IT security measures, patent applications

and related control procedures. Continue to roll out our multi-factor

authentication to all employees.

Ongoing cybersecurity awareness will continue to be actively promoted

through regular IT awareness communications, information security training

and other initiatives to keep employees updated on new and emerging IT

threats. This will continue in 2024 with follow up workshops and awareness

sessions with the leadership team and Board representatives.

Continue to execute fraud and cyber security reviews and vulnerability scans

across all eCommerce sites.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Strategic/External continued

#### Climate change 

Failing to have an appropriate business

model in place to react to the climate-

related risks and opportunities and to

achieve the Group’s commitment to

protecting the environment through

responsible stewardship.

The risk of non-compliance with

regulations.

Changes in government policy,

regulation, technologies and

weather conditions, may impact

the Group or influence consumer

preferences.

Failure to comply with

environmental incident reporting

regulations may cause reputational

damage.

An ESG Board subcommittee is in place and a member of the

Group Operating Executive has responsibility for overseeing

the delivery of the Group’s agenda on environmental, social and

governance topics.

The Board recognises the scientific consensus that action is

required to address the impact of greenhouse gas emissions on

rising global temperatures and has ensured that:

•  A Board approved strategy is in place to accelerate our climate

change commitments, targeting decarbonisation in our

operations and supply chain and addressing our most material

sustainability impact areas.

•  The Group-wide sustainability programme focuses on building

a strong culture, systems and governance model to oversee

progress and to ensure compliance with environmental incident

reporting regulations.

•  Clearly defined Board approved KPIs and targets are in place as

outlined on pages 126 to 149.

•  The Group’s Capital Investment Policy incorporates

environmental considerations into the existing due diligence

process.

The Group has taken a rigorous approach to measuring climate risk

impact through data, baselining and risk assessment supported

by external experts and aligned to emission reduction targets

validated by the Science Based Targets initiative (“SBTi”).

Building on the ESG training provided to the Board in 2022, further external

ESG training was provided to both the Audit and ESG Committees in

January 2024. This training focused on Glanbia’s current and upcoming

reporting obligations, market insight benchmarking and the responsibilities

of the Audit Committee and the Board in relation to the EU Corporate

Sustainability Reporting Directive (“CSRD”) reporting.

FY 2023 ESG reporting built on the processes and structures established in

2022 including the issuance of the first Glanbia GRI report in 2023. For more

information on other developments and progress made on the environment

topic, please refer to the Sustainability Report on pages 48 to 63.

Strong performance was noted against all of the Group’s 2023 ESG target

areas with continued progress taking place in the development of the

Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage

was by way of renewable electricity, see page 55 for more information.

In preparation for the CSRD requirements, the Group also conducted a

Double Materiality assessment in conjunction with our external advisors. This

is designed to determine what disclosures are relevant under the mandatory

sustainability standards, required under CSRD, with no new ESG topic noted

as a result of this exercise.

The Group will continue to update the data systems and processes to meet

the CSRD disclosure and evolving ESG legislative requirements.

The Board will be heavily focused on the delivery of the Group’s Scope 3

strategy and the continuing commitment to its key targeted reductions

in areas such as carbon, water, waste and packaging. Progress in the

development of Glanbia’s approach to nature and the ongoing work to

enable enhanced supply chain transparency will also continue to be closely

examined.

The Group is committed to supporting our customers’ ESG ambitions,

particularly in the provision of sustainability data in relation to carbon, and

assurances on ingredient sourcing risks to meet their own public facing

targets.

The Audit and ESG Committees will continue to focus on monitoring

the effectiveness of the environment metrics and regulatory disclosure

requirements to ensure progress is being maintained in line with

expectations. Regular updates will continue to be provided to the Board

to ensure climate-related impacts are understood and embedded in the

Group’s governance, operational and strategic model.

#### Technological

#### Digital transformation



The risk of the Group implementing an

ineffective digital strategy.

A failure to adopt new technologies

and/or potential negative

consequences associated with

integrating digital technologies

within the business may impact our

targeted growth.

Each core business function has a three-year digital roadmap that

is reviewed and updated annually.

Dedicated project teams put in place for material transformation

projects with appropriate user acceptance testing completed prior

to go-live.

All enterprise systems are deployed using a centrally managed

model to ensure architecture alignment and effective process

governance.

Executive commitment to ensure the full benefits of the Group’s

digital capabilities are maximised to increase our speed to market,

reduce costs and improve customer experience.

The Group has deployed leading ERP technologies which support the

automation of our key business processes. The Group successfully upgraded

its ERP system to SAP’s latest technology and associated hardware,

which brings enhanced machine learning and artificial intelligence (“AI”)

capabilities to the Group.

Fraud and cyber security exercises completed with vulnerability scans

implemented across all eCommerce sites.

Continued to integrate our ERP system into acquisitions as part of the IT

roadmap.

A reassessment of the optimal manner in which to leverage the D2C platform

across GPN was performed during the year. This will help enable resources to

be applied to the opportunities best matching the brand strategy.

With the latest ERP technology now in place, management will focus our

digitisation programme on continuing to enhance the Group’s supply

chain, customer engagement, manufacturing, operations, finance, and HR

systems.

A Chief Digital & Transformation Officer has been appointed to the Group

Operative Executive to ensure that the Group’s global support functions are

structured to efficiently deliver high value business services.

Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino

segregation and separation of IT infrastructure and applications from the

Group in line with the transition agreements.

Continue to assess the potential benefits and risks associated with emerging

AI capabilities as part of cyber risk considerations.

#### Cyber security and data

#### protection 

The Group is dependent on robust IT

systems and infrastructure for most of

our principal business processes which

may be impacted by the significant

growth of cyber threats.

An adverse event could result

in significant financial loss or

reputational damage due to the

potential loss of, or unauthorised

access to sensitive financial,

personal and commercial

information. This includes the

Group’s intellectual property (“IP”) or

that of our customers.

An adverse event could also result

in significant negative impacts to

our operational capabilities through

ransomware or denial of service

attacks.

Financial and reputational loss may

also occur through targeted attacks

such as phishing or impersonation

frauds.

A dedicated Group IT Security team is in place to manage IT risks.

Policies in place regarding the protection of both business

and personal information, as well as the use of IT systems and

applications by our employees with oversight by the Group Data

Protection Committee.

Systems in place, including ongoing audit activities, to monitor

compliance with relevant privacy laws and regulations.

The Group maintains a cyber insurance policy and there were no

material information or cybersecurity breaches noted over the last

three years resulting in an insurance claim.

Continued investment in cyber-crime prevention and information

security programme. Regular security scanning across eCommerce

sites with penetration testing completed on new sites.

Regular Group IT Board and Audit Committee updates on the

Group IT strategy and key Group IT risks.

Cyber security and anti-fraud control reviews were conducted against the

US Department of Commerce and National Institute of Standards and

Technology Cybersecurity Framework to continue to gain comfort over

the effectiveness of the Group’s ransomware prevention, detection and

response plans.

Additional ransomware detection capability rolled out to SAP/mission

critical services. The Group ransomware response policy, playbook, roles

and responsibilities were updated and a ransomware simulation workshop

was completed with a subcommittee of the Board, members of the Group

Operating Executive and relevant Group functional leads in October 2023.

Rolled out phishing simulations across the Group, implemented a new

firewall configuration management service and introduced a new multi-

factor authentication solution for employee remote access.

Continue progress on the effective integration of our IT systems and related

Group monitoring controls within our recent acquisitions.

The cross-functional teams involved will continue to ensure our IP is

protected through appropriate IT security measures, patent applications

and related control procedures. Continue to roll out our multi-factor

authentication to all employees.

Ongoing cybersecurity awareness will continue to be actively promoted

through regular IT awareness communications, information security training

and other initiatives to keep employees updated on new and emerging IT

threats. This will continue in 2024 with follow up workshops and awareness

sessions with the leadership team and Board representatives.

Continue to execute fraud and cyber security reviews and vulnerability scans

across all eCommerce sites.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Principal risks and uncertainties continued

Link to strategic priorities (see pages  to )

Risk trend

 Increasing    Stable



Decreasing

Grow the core    Optimise our business Disciplined capital allocation

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Operational/Regulatory

#### Talent management 

The ability to attract, develop, engage

and retain appropriately qualified talent

is critical if the Group is to continue to

compete effectively.

Failure to retain, attract and/or

develop key talent, particularly

in emerging areas of talent need,

will impact our ability to deliver

sustainable value for all our

stakeholders.

The Group’s purpose, vision and values are embedded across all

levels of the Group through defined training programmes.

A remuneration policy is in place with clear links to our strategic

objectives. This policy includes a balanced approach to short and

long-term incentives and is aimed at mitigating weak performance

in any one year and utilising appropriate retention tools for key

individuals.

Strong recruitment processes, effective human resources policies

and procedures, robust succession management planning and

talent management initiatives are in place.

Global centres of excellence are in place for a number of functions

including talent acquisition, learning & development and total

reward.

Our smart working hybrid model continues to operate effectively

across the Group.

Continued the implementation of Grow@Glanbia, the Group’s multi-year

HR transformation programme designed to support a future-ready, people

centred organisation and high-performance culture.

The People Success Organisation is now operating through a centralised

team which supports employees and managers in our major markets and

enables our wider HR teams to focus more strategically.

Effective management focus ensured the impacts of a competitive labour

market were carefully navigated.

Continued investment in building an actively inclusive culture, growing

gender and racial representation and creating more equitable work

practices and benefits.

The Group offers a range of best-in-class tailored programmes which

include Leading the Future, Leading to Accelerate for emerging female

leaders, and Leading the Glanbia Way that are all aligned to our leadership

capability model.

Continuing the successful execution of our people strategy which aims

to sustain a high-performing, values driven and respectful culture with a

diversity and inclusion focus.

DE&I targets are included in senior leader incentives. To assist target delivery,

the Group is formally measuring female management representation with

particular focus on hiring and retention. Through engagement surveys,

employee attitudes toward DE&I measures will continue to be monitored.

Monitoring the evolving talent retention risks driven by inflationary pressures

and remote working options.

Continuing to focus on the protection of our employees by engaging in

wellbeing and employee communication programmes to support the

Group’s smart working hybrid models.

#### Health and safety 

The risk of non-compliance with health

and safety and/or building regulations

resulting in injuries or a loss of capacity

or closure at a major site.

Health and safety risks to our people

and the wider public.

Reputational damage, regulatory

penalties and an inability to service

customer requirements due to

capacity restrictions or plant

closure.

An ESG Board subcommittee is in place and a member of the

Group Operating Executive is responsible for overseeing health and

safety related performance.

The Group Operating Executive monitor the progress of our key

health and safety, food safety and quality and environmental

objectives. This review is focused on the effectiveness of the

framework, adherence to Group policies and objectives and timely

implementation of corrective actions.

All sites are subject to regular health and safety audits by the

relevant government bodies and external assurance providers.

The Group monitors overall safety and loss prevention performance

through the independently assessed GRMS programme. This

enables a unified approach to identifying, mitigating, and

engaging the workforce in continual improvement activities, while

allowing tailored training based on people’s roles.

Dedicated health and safety officers are in place across core

segments.

Continued progress in our mission towards ‘Zero Harm’ and other health and

safety initiatives during the year as outlined on page 31. Glanbia had zero

fatalities or critical work related injuries during the year.

Continued close monitoring of our accident rates with a clear focus on

driving effective root cause analysis across the Group. Risk assessment

methods and leading indicators (“near miss” reporting) in place to help drive

sustainable improvement at site level.

Standardised Group Health and Safety, and Quality and Food Safety KPIs in

place aligned to industry benchmarks.

Automated Health and Safety KPI reporting is now circulated to the Group

Operating Executives and relevant VP roles.

The Group HR and operational teams will continue to ensure ongoing

surveillance and support across the Group to maintain business continuity

and employee engagement and welfare programmes including:

•  Sustaining operations in line with local geographical restrictions.

•  Ensuring clearly communicated site health and safety policies and

procedures are in place.

•  Monitoring evolving regulations and working to ensure compliance with

the ESRS Health and Safety reporting requirements.

•  Implementing the Group’s health and safety policies and procedures in

all new acquisitions will continue to be a core focus.

•  Implementing effective corrective actions to address any improvement

opportunities identified.

#### Supply chain 

The risk that ongoing geopolitical

tensions, evolving on-farm environmental

requirements and/or heightened inflation

create significant headwinds for the

business resulting in prolonged supply

chain disruptions.

A significant geopolitical or

pandemic event could result

in supply chain constraints,

inflationary impacts and/

or negative impacts on our

international sales channels.

Milk availability and pricing can vary

from quarter-to-quarter

and year-to-year with resulting

impacts on production levels and

input costs. This can be exacerbated

by greater-than-expected

inflationary impact.

Appropriate short-term safety stocks are in place for our core raw

materials and detailed monitoring of raw material delay risks is in

place with alternative sources of supply identified if required.

Management aim to achieve a broad geographic spread for our

supplier base and other functional ingredient options.

Dairy activities in our joint venture operations include established,

robust business models to manage this risk.

Our milk and procurement strategy teams work proactively

with the US patron supplier base to ensure the business remains

competitive in its supplier offerings to underpin long-term

sustainable supply including the provision of non-pricing value-

added initiatives.

Significant management effort continued to be deployed to prevent supply

chain disruptions.

Constant review of future supply, demand and expected pricing of raw

materials through building relationships with suppliers. The Group’s

whey price volatility exposures stabilised with strategic pricing initiatives

undertaken by management.

New commercial terms associated with our US joint venture were agreed as

outlined on page 97.

The impact of price increases across our brand portfolio, which may disrupt

demand due to price elasticity, will continue to be monitored. Any potential

price increases will be managed against the Group’s ambition to continue to

drive revenue growth.

Ongoing engagement with our supply base to ensure sustainability of supply

at a level of pricing that is both commercial and competitive.

Continuing to monitor the potential impacts of geopolitical tensions, the ESG

regulatory landscape and heightened inflation, particularly in relation to the

import of key raw materials and/or negative impacts on our international

sales channels. Effective action will be taken where required.

Product safety and

#### compliance 

A breakdown in control processes may

result in contamination of products

leading to a breach of existing food

safety legislation and potential consumer

or employee illness.

Reputational damage, regulatory

penalties or restrictions, product

recall costs, compensation

payments, lost revenues and

reduced growth potential.

The sudden introduction of more

stringent regulations such as

additional labelling requirements

may also cause operational

difficulties.

The global reporting tool and core Glanbia Quality Standards

(“GQS”) programme continues to be in place.

Considerable focus is placed on ensuring suitably qualified and

experienced staff are employed within the Group.

New regulatory requirements and emerging issues are captured

with appropriate team training provided where necessary. A

global Quality and Food Safety regulatory review was completed

to identify and address any opportunities for improvement in this

area.

Management ensure that appropriate product liability insurance is

maintained.

Robust quality and auditing standards continue to be maintained with

routine ESG and Audit Committee reporting. A new Food Safety Auditing

programme was rolled out in 2023 to supplement existing programmes.

Invested significant management time in ensuring effective oversight of

third-party manufacturing qualifications and ongoing compliance with

Glanbia’s food safety performance standards.

Critical incident trends continue to be closely monitored to ensure effective

root cause analysis and implementation of appropriate corrective and

preventive actions from previous incidents.

Each of our manufacturing sites are audited on an annual basis with

internationally recognised audit schemes such as GFSI and NSF. All Glanbia

sites have maintained compliant or above audit scores.

Maintaining standards as we integrate new acquisitions and optimise

our supply chain globally by encompassing a mix of owned and contract

manufacturer facilities.

The Food Safety Auditing programme will continue to be embedded in 2024

where audit follow-ups will be a key focus.

Ensuring all sites achieve or maintain a globally recognised food safety

certification in 2024.

Working to continuously improve our operations, particularly in the servicing

of higher risk product sectors, while reducing our environmental impacts in a

cost effective and sustainable manner.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Operational/Regulatory

#### Talent management 

The ability to attract, develop, engage

and retain appropriately qualified talent

is critical if the Group is to continue to

compete effectively.

Failure to retain, attract and/or

develop key talent, particularly

in emerging areas of talent need,

will impact our ability to deliver

sustainable value for all our

stakeholders.

The Group’s purpose, vision and values are embedded across all

levels of the Group through defined training programmes.

A remuneration policy is in place with clear links to our strategic

objectives. This policy includes a balanced approach to short and

long-term incentives and is aimed at mitigating weak performance

in any one year and utilising appropriate retention tools for key

individuals.

Strong recruitment processes, effective human resources policies

and procedures, robust succession management planning and

talent management initiatives are in place.

Global centres of excellence are in place for a number of functions

including talent acquisition, learning & development and total

reward.

Our smart working hybrid model continues to operate effectively

across the Group.

Continued the implementation of Grow@Glanbia, the Group’s multi-year

HR transformation programme designed to support a future-ready, people

centred organisation and high-performance culture.

The People Success Organisation is now operating through a centralised

team which supports employees and managers in our major markets and

enables our wider HR teams to focus more strategically.

Effective management focus ensured the impacts of a competitive labour

market were carefully navigated.

Continued investment in building an actively inclusive culture, growing

gender and racial representation and creating more equitable work

practices and benefits.

The Group offers a range of best-in-class tailored programmes which

include Leading the Future, Leading to Accelerate for emerging female

leaders, and Leading the Glanbia Way that are all aligned to our leadership

capability model.

Continuing the successful execution of our people strategy which aims

to sustain a high-performing, values driven and respectful culture with a

diversity and inclusion focus.

DE&I targets are included in senior leader incentives. To assist target delivery,

the Group is formally measuring female management representation with

particular focus on hiring and retention. Through engagement surveys,

employee attitudes toward DE&I measures will continue to be monitored.

Monitoring the evolving talent retention risks driven by inflationary pressures

and remote working options.

Continuing to focus on the protection of our employees by engaging in

wellbeing and employee communication programmes to support the

Group’s smart working hybrid models.

#### Health and safety 

The risk of non-compliance with health

and safety and/or building regulations

resulting in injuries or a loss of capacity

or closure at a major site.

Health and safety risks to our people

and the wider public.

Reputational damage, regulatory

penalties and an inability to service

customer requirements due to

capacity restrictions or plant

closure.

An ESG Board subcommittee is in place and a member of the

Group Operating Executive is responsible for overseeing health and

safety related performance.

The Group Operating Executive monitor the progress of our key

health and safety, food safety and quality and environmental

objectives. This review is focused on the effectiveness of the

framework, adherence to Group policies and objectives and timely

implementation of corrective actions.

All sites are subject to regular health and safety audits by the

relevant government bodies and external assurance providers.

The Group monitors overall safety and loss prevention performance

through the independently assessed GRMS programme. This

enables a unified approach to identifying, mitigating, and

engaging the workforce in continual improvement activities, while

allowing tailored training based on people’s roles.

Dedicated health and safety officers are in place across core

segments.

Continued progress in our mission towards ‘Zero Harm’ and other health and

safety initiatives during the year as outlined on page 31. Glanbia had zero

fatalities or critical work related injuries during the year.

Continued close monitoring of our accident rates with a clear focus on

driving effective root cause analysis across the Group. Risk assessment

methods and leading indicators (“near miss” reporting) in place to help drive

sustainable improvement at site level.

Standardised Group Health and Safety, and Quality and Food Safety KPIs in

place aligned to industry benchmarks.

Automated Health and Safety KPI reporting is now circulated to the Group

Operating Executives and relevant VP roles.

The Group HR and operational teams will continue to ensure ongoing

surveillance and support across the Group to maintain business continuity

and employee engagement and welfare programmes including:

•  Sustaining operations in line with local geographical restrictions.

•  Ensuring clearly communicated site health and safety policies and

procedures are in place.

•  Monitoring evolving regulations and working to ensure compliance with

the ESRS Health and Safety reporting requirements.

•  Implementing the Group’s health and safety policies and procedures in

all new acquisitions will continue to be a core focus.

•  Implementing effective corrective actions to address any improvement

opportunities identified.

#### Supply chain 

The risk that ongoing geopolitical

tensions, evolving on-farm environmental

requirements and/or heightened inflation

create significant headwinds for the

business resulting in prolonged supply

chain disruptions.

A significant geopolitical or

pandemic event could result

in supply chain constraints,

inflationary impacts and/

or negative impacts on our

international sales channels.

Milk availability and pricing can vary

from quarter-to-quarter

and year-to-year with resulting

impacts on production levels and

input costs. This can be exacerbated

by greater-than-expected

inflationary impact.

Appropriate short-term safety stocks are in place for our core raw

materials and detailed monitoring of raw material delay risks is in

place with alternative sources of supply identified if required.

Management aim to achieve a broad geographic spread for our

supplier base and other functional ingredient options.

Dairy activities in our joint venture operations include established,

robust business models to manage this risk.

Our milk and procurement strategy teams work proactively

with the US patron supplier base to ensure the business remains

competitive in its supplier offerings to underpin long-term

sustainable supply including the provision of non-pricing value-

added initiatives.

Significant management effort continued to be deployed to prevent supply

chain disruptions.

Constant review of future supply, demand and expected pricing of raw

materials through building relationships with suppliers. The Group’s

whey price volatility exposures stabilised with strategic pricing initiatives

undertaken by management.

New commercial terms associated with our US joint venture were agreed as

outlined on page 97.

The impact of price increases across our brand portfolio, which may disrupt

demand due to price elasticity, will continue to be monitored. Any potential

price increases will be managed against the Group’s ambition to continue to

drive revenue growth.

Ongoing engagement with our supply base to ensure sustainability of supply

at a level of pricing that is both commercial and competitive.

Continuing to monitor the potential impacts of geopolitical tensions, the ESG

regulatory landscape and heightened inflation, particularly in relation to the

import of key raw materials and/or negative impacts on our international

sales channels. Effective action will be taken where required.

Product safety and

#### compliance 

A breakdown in control processes may

result in contamination of products

leading to a breach of existing food

safety legislation and potential consumer

or employee illness.

Reputational damage, regulatory

penalties or restrictions, product

recall costs, compensation

payments, lost revenues and

reduced growth potential.

The sudden introduction of more

stringent regulations such as

additional labelling requirements

may also cause operational

difficulties.

The global reporting tool and core Glanbia Quality Standards

(“GQS”) programme continues to be in place.

Considerable focus is placed on ensuring suitably qualified and

experienced staff are employed within the Group.

New regulatory requirements and emerging issues are captured

with appropriate team training provided where necessary. A

global Quality and Food Safety regulatory review was completed

to identify and address any opportunities for improvement in this

area.

Management ensure that appropriate product liability insurance is

maintained.

Robust quality and auditing standards continue to be maintained with

routine ESG and Audit Committee reporting. A new Food Safety Auditing

programme was rolled out in 2023 to supplement existing programmes.

Invested significant management time in ensuring effective oversight of

third-party manufacturing qualifications and ongoing compliance with

Glanbia’s food safety performance standards.

Critical incident trends continue to be closely monitored to ensure effective

root cause analysis and implementation of appropriate corrective and

preventive actions from previous incidents.

Each of our manufacturing sites are audited on an annual basis with

internationally recognised audit schemes such as GFSI and NSF. All Glanbia

sites have maintained compliant or above audit scores.

Maintaining standards as we integrate new acquisitions and optimise

our supply chain globally by encompassing a mix of owned and contract

manufacturer facilities.

The Food Safety Auditing programme will continue to be embedded in 2024

where audit follow-ups will be a key focus.

Ensuring all sites achieve or maintain a globally recognised food safety

certification in 2024.

Working to continuously improve our operations, particularly in the servicing

of higher risk product sectors, while reducing our environmental impacts in a

cost effective and sustainable manner.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Principal risks and uncertainties continued

Link to strategic priorities (see pages  to )

Risk trend

 Increasing    Stable



Decreasing

Grow the core    Optimise our business   Disciplined capital allocation

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Operational/Regulatory continued

#### Acquisition/Integration



The anticipated benefits of acquisitions

may not be achieved if the Group fails to

conduct effective due diligence, complete

the transaction or properly integrate the

acquired businesses.

Below expected performance of

the acquired business and the

diversion of management attention

to integration efforts could result in

significant value destruction.

The Board approves the business case and funding requirements

for all significant investments and has acquisition integration

processes in place to monitor the performance of acquired

businesses.

The Chief Corporate Development Officer and the Development

Committee are in place to oversee acquisition and divestiture

related activity.

Acquired entity management teams are typically strengthened

by the transfer of experienced Glanbia managers, which assists in

increasing the efficiency of integration efforts.

Mandatory post-acquisition completion and significant capital

expenditure project reviews are conducted, with regular Audit

Committee updates.

The Group completed the sale of its shareholdings in its Glanbia Cheese

Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”)

mozzarella joint ventures to its joint venture partner Leprino Foods Company

in April 2023.

The Group also completed the divestment of Aseptic Solutions, a small US

bottling facility, in March 2023.

Both of the disposed businesses were deemed non-core assets arising from

the strategic review performed.

The Group completed the acquisition of the B2B bioactive ingredients

business of PanTheryx in quarter four 2023 for an initial consideration of $45.1

million.

The Audit Committee assessed the impairment review of goodwill and

intangibles, including an assessment of the current global economic

environment, as outlined on page 114 with no issues noted.

The Board will continue to review the Group’s overall portfolio as part

of its strategic review processes and will evaluate potential acquisition

opportunities to broaden the portfolio in this context that will drive growth

and assist the Group in achieving its ambition.

Acquisition integration and post-acquisition review processes will continue

to be monitored through Board and/or Audit Committee reviews. The

continuing rollout of the Group ERP system, SAP, across all new acquisitions

is seen by the Board as a key enabler in ensuring an effective and consistent

control environment is maintained across the Group.

The Audit Committee will continue to review the impairment testing

methodology, inputs, assumptions, sensitivity analysis and results of any

material businesses performing below expectations.

#### Financial

#### Taxation changes 

The Group’s tax strategy may be

impacted by legislative changes to local

or international tax rules.

The Group may be exposed to

increased tax liabilities.

The Group employs a team of tax professionals to support it in

ensuring compliance with legislative requirements globally.

We constructively engage with tax authorities where appropriate

and we engage advisors to clarify tax legislation to ensure that we

achieve compliance with relevant tax law across the jurisdictions in

which we operate.

The Audit Committee is routinely updated on the outcome of tax

authority reviews. No material issues arose in any such reviews in

recent years.

The Audit Committee received a detailed management presentation

on our tax structures and controls, the status of tax audits, the ongoing

management of our current operations, overview of the global tax

environment and evolving tax legislation.

Based on legislation in effect at 30 December 2023 and current financial

projections, the Group does not expect to pay a material top-up tax with

respect to its 2024 financial year (the year ending 4 January 2025). The Group

is continuing to assess the impact of the Pillar II income taxes legislation on

its future financial performance.

Management will continue to monitor developments in international

tax legislation, with a focus on maintaining the Group’s compliance with

legislative requirements, including the new requirements following the

introduction of the Pillar Two model rules in Ireland and other jurisdictions

where the Group has operations.

The Group will continue to engage external tax advisors where required to

clarify tax legislation to ensure that we achieve compliance with relevant

tax laws across the jurisdictions in which we operate. Proactive engagement

with tax authorities, when appropriate, will also continue.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Risk Potential impact Mitigation Developments in 2023 2024 focus areas

#### Operational/Regulatory continued

#### Acquisition/Integration



The anticipated benefits of acquisitions

may not be achieved if the Group fails to

conduct effective due diligence, complete

the transaction or properly integrate the

acquired businesses.

Below expected performance of

the acquired business and the

diversion of management attention

to integration efforts could result in

significant value destruction.

The Board approves the business case and funding requirements

for all significant investments and has acquisition integration

processes in place to monitor the performance of acquired

businesses.

The Chief Corporate Development Officer and the Development

Committee are in place to oversee acquisition and divestiture

related activity.

Acquired entity management teams are typically strengthened

by the transfer of experienced Glanbia managers, which assists in

increasing the efficiency of integration efforts.

Mandatory post-acquisition completion and significant capital

expenditure project reviews are conducted, with regular Audit

Committee updates.

The Group completed the sale of its shareholdings in its Glanbia Cheese

Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”)

mozzarella joint ventures to its joint venture partner Leprino Foods Company

in April 2023.

The Group also completed the divestment of Aseptic Solutions, a small US

bottling facility, in March 2023.

Both of the disposed businesses were deemed non-core assets arising from

the strategic review performed.

The Group completed the acquisition of the B2B bioactive ingredients

business of PanTheryx in quarter four 2023 for an initial consideration of $45.1

million.

The Audit Committee assessed the impairment review of goodwill and

intangibles, including an assessment of the current global economic

environment, as outlined on page 114 with no issues noted.

The Board will continue to review the Group’s overall portfolio as part

of its strategic review processes and will evaluate potential acquisition

opportunities to broaden the portfolio in this context that will drive growth

and assist the Group in achieving its ambition.

Acquisition integration and post-acquisition review processes will continue

to be monitored through Board and/or Audit Committee reviews. The

continuing rollout of the Group ERP system, SAP, across all new acquisitions

is seen by the Board as a key enabler in ensuring an effective and consistent

control environment is maintained across the Group.

The Audit Committee will continue to review the impairment testing

methodology, inputs, assumptions, sensitivity analysis and results of any

material businesses performing below expectations.

#### Financial

#### Taxation changes 

The Group’s tax strategy may be

impacted by legislative changes to local

or international tax rules.

The Group may be exposed to

increased tax liabilities.

The Group employs a team of tax professionals to support it in

ensuring compliance with legislative requirements globally.

We constructively engage with tax authorities where appropriate

and we engage advisors to clarify tax legislation to ensure that we

achieve compliance with relevant tax law across the jurisdictions in

which we operate.

The Audit Committee is routinely updated on the outcome of tax

authority reviews. No material issues arose in any such reviews in

recent years.

The Audit Committee received a detailed management presentation

on our tax structures and controls, the status of tax audits, the ongoing

management of our current operations, overview of the global tax

environment and evolving tax legislation.

Based on legislation in effect at 30 December 2023 and current financial

projections, the Group does not expect to pay a material top-up tax with

respect to its 2024 financial year (the year ending 4 January 2025). The Group

is continuing to assess the impact of the Pillar II income taxes legislation on

its future financial performance.

Management will continue to monitor developments in international

tax legislation, with a focus on maintaining the Group’s compliance with

legislative requirements, including the new requirements following the

introduction of the Pillar Two model rules in Ireland and other jurisdictions

where the Group has operations.

The Group will continue to engage external tax advisors where required to

clarify tax legislation to ensure that we achieve compliance with relevant

tax laws across the jurisdictions in which we operate. Proactive engagement

with tax authorities, when appropriate, will also continue.

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

Glanbia plc | Annual Report and Financial Statements 

#### Risk management continued

#### Going concern

Glanbia’s business activities, together

with the main factors likely to aect its

future development and performance,

are described in the Strategic Report on

pages 1 to 85. After due consideration

and review, the Directors have a

reasonable expectation that the Group

has adequate resources to continue in

operational existence for a period of at

least 12 months from the date of approval

of the Financial Statements.

The Group therefore continues to adopt

the going concern basis of accounting

in preparing its Financial Statements. In

reaching this conclusion the Directors

have given due regard to:

•  Available cash resources, cash

generation from operations, liquidity,

borrowing facilities and related

covenant requirements which taken

together, provide conﬁdence that

Glanbia will be able to meet its

obligations as they fall due. Further

information on the Group’s bank

facilities is provided in Note 25 to the

Financial Statements and outlined in

the Chief Financial Ocer’s review on

pages 40 to 45;

•  Glanbia’s ﬁnancial risk management

policies as described in Note 30 to

the Financial Statements, the nature

of its business activities and the

factors likely to impact our operating

performance and future growth; and

•  The general macroeconomic

environment including inﬂation, high

interest rates and the cost-of-living

crisis exacerbated by the ongoing

war in Ukraine, geopolitical tensions,

climate change, the recoverability of

trade receivables, inventory and other

assets.

#### Long-term viability statement

Assessment of prospects

In accordance with the Code and Listing

Rule 6.1.82 (3) of Euronext Dublin Listing

Rules, the Directors have assessed the

viability of the Group and its ability to

meet its liabilities as they fall due over

a period extending to 2026. This period

was chosen as it is aligned to the Group’s

budget and strategy plans as approved

at the Board’s strategy review session

in December 2023. The Board considers

this the most appropriate period to

assess the Group’s prospects taking into

account its current ﬁnancial position,

the Group’s strategy and business model

and the potential impact arising from the

principal risks and uncertainties. Factors

considered in assessing long-term

prospects include:

(a) The Group’s current position

•  A team of talented and committed

people, focused on the delivery of

Group targets in line with the Group’s

purpose, vision and values.

•  Strong market positions in the wholly-

owned segments GPN and GN and a

robust joint venture business model in

place.

•  Global nutrition market trends remain

positive and underpin the execution of

the Group’s strategic ambition.

•  Key long-term customer relationships,

brands with strong equity and

leadership positions in ingredients.

•  Recent acquisition of the B2B bioactive

ingredients business of PanTheryx,

which is highly complementary to

the capabilities in GN Nutritional

Solutions.

•  Completion of a €100 million share

buyback programme. Share buyback

programmes support the Board’s

conﬁdence in the strength of the

Group’s ﬁnancial position.

•  Net debt at year end decreased by

$241.3 million versus the prior year,

primarily due to the strong cash

generation of the Group, and the net

impact of M&A activity and returns to

shareholders. The net debt to adjusted

EBITDA ratio remained low at 0.5

times with continuing strong cash

generation.

See the Chief Financial Officer’s review

on pages  to  for more detail.

(b) The Group’s strategy and business

model

•  The Group continues to evolve as a

focused, purpose-led global nutrition

company via its two growth platforms,

GPN and GN, and through its strategic

joint venture.

•  The strategic agenda progressed with

the completion of the sale of Glanbia

Cheese Limited and Glanbia Cheese

EU Limited (collectively “Glanbia

Cheese”) mozzarella joint ventures

to the Group’s joint venture partner

Leprino Foods Company and the

divestment of Aseptic Solutions, a

small non-core US bottling facility.

•  Clearly articulated business model

with well-deﬁned Group growth

targets focused on building GPN

top line growth and driving earnings

to 2026 from GPN and Nutritional

Solutions (“NS”).

•  Change in the Group’s presentation

currency from euro to US dollar to

reduce the potential impact of foreign

exchange volatility in future reported

earnings. This came into eect from

1 January 2023.

•  New commercial terms associated

with our US joint venture were agreed

eective January 2024, whereby

Glanbia will recognise commissions

earned on the sale of joint venture

products. Under previous commercial

terms, Glanbia recorded the gross

value of revenues and corresponding

cost of sales on joint venture products

sold. The change in commercial terms

will only impact the recognition and

presentation of revenues and cost of

sales from 2024 onwards, and will not

have any material impact on proﬁt.

•  Clear focus on and prioritisation of the

development of a diverse and talented

team which remains central to our

strategy as outlined in the People

section on pages 28 to 31.

•  The Group continues to invest for

growth, with all key strategic capital

expenditure projects on track and the

acquisition of the bioactive ingredients

business of PanTheryx completed in

quarter four 2023.

•  Customer demand has sustained in

GPN following the 2022 price increases

to continue mitigation of input cost

inﬂation.

•  Solid progress against the stated

environmental, social and governance

objectives as outlined in the ESG

Committee report on pages 116 to 120.

•  Ambition to grow through both organic

investment and acquisition activity

within a framework of clear capital

allocation priorities.

See the Group’s business model on pages

 to  and strategy on pages  to 

for more detail.

(c) Principal risks related to the Group’s

business

See pages 76 to 83 for a detailed

description of each of the Group’s

principal risks, including climate change

risk, related mitigation measures and

2024 focus areas.

Assessment of viability

The Directors’ assessment of the Group’s

viability has been made with reference to

the 2023 performance, the principal risks

and uncertainties including emerging

risks facing the Group and how these

are managed within the Board’s risk

appetite as detailed on pages 75 to

83. The Directors carried out a robust

assessment of the consolidated ﬁnancial

forecast for the current year and

ﬁnancial projections for future years

to 2026 during its strategy and budget

review session in December 2023 with

due consideration to the actual and

potential consequences of the ongoing

war in Ukraine, geopolitical tensions,

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

climate change risks and the general

macroeconomic environment particularly

with respect to the signiﬁcant

judgements and estimates made in the

application of its accounting policies.

The Board reviewed the assessment

of the Group’s prospects made by

management, including:

•  The development of a rigorous

planning process, the outputs of which

are comprised of a strategic plan, a

consolidated ﬁnancial forecast for the

current year and ﬁnancial projections

for future years covering the period of

the plan;

•  A comprehensive review of the

strategic plan as part of its annual

strategy review, with regular

monitoring of the achievement of

strategic objectives taking place at

each Board meeting;

•  Assumptions are developed at both

Group and Business Unit levels and

are subject to detailed examination,

challenge and sensitivity analysis by

management and the Directors;

•  A consideration of how the impact

of one or more of the principal risks

and uncertainties, outlined on pages

76 to 83, could materially impact the

Group’s performance, solvency or

liquidity; and

•  The impact of climate change on the

Financial Statements as outlined in

Note 2. The assessment concluded

that climate change is not expected to

have a material impact on the viability

of the Group in the short term. The

material climate risk themes which will

require close monitoring in the medium

and long term are summarised on

page 65.

These considerations include external

factors such as the impacts of the high

levels of inﬂation and interest rates;

lower economic growth and geopolitical

tension, particularly in our key areas

of operation; currency exchange rate

movements, principally the USD/

euro and USD/sterling rate; increased

regulations; and internal factors such as

the strategic plan under-delivering; the

loss of a key production site; or a major

food safety or health and safety related

event. These considerations also took into

account additional mitigating measures

available to the Group, including the

ability to reduce capital expenditure and

the potential availability of additional

debt facilities. The Board is satisﬁed that

sucient ﬁnancial headroom exists to

address the potential negative impacts

arising from the events considered.

#### Conclusions

Having considered these elements and

the volatile global political landscape,

the Board assessed the prospects and

viability of the Group in accordance with

the UK Corporate Governance Code

requirements.

The Board has a reasonable expectation

that the Group will be able to continue

in operation and meet its liabilities

as they fall due over the period of the

assessment. The Board does not expect

any reasonably anticipated geopolitical

tensions, the ongoing war in Ukraine,

Middle East tensions, climate change

impacts or general macroeconomic

condition to impact the Group’s long-

term viability or ability to continue as a

going concern. The Board, in considering

its dividend policy for the years to

2026, believes it will have sucient

distributable reserves to pay dividends.

The Board assesses the Group’s key

ﬁnancial metrics, liquidity position and

projected cash ﬂows before declaring

interim and proposing ﬁnal dividend.

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

Glanbia plc | Annual Report and Financial Statements 

#### Corporate Governance Report

#### Introduction from the Group Chairman

Dear Shareholder,

On behalf of the Board, it is my pleasure

to present the Corporate Governance

Report for the year ended 30 December

2023. We have continued to deliver

sustained growth and the Group

maintains focus on continuing to deliver

on and exceed our targets. Maintaining

and promoting high standards of

corporate governance is essential to

supporting the delivery of this strategy.

It is also a vital element of an eective

board, whose primary role is to deliver

robust corporate governance.

A performance driven, purpose-

#### led global nutrition company

We are driven by healthier lifestyles and

our purpose is to deliver better nutrition

for every step of life’s journey. We aim to

do this through focused, scalable growth

and continue to progress our strategic

agenda presented at our Capital Markets

Day in November 2022.

#### Leadership succession

Hugh McGuire was appointed

Chief Executive Ocer of Glanbia,

Executive Director and member of the

Development Committee, eective

1 January 2024. The Board and

Nomination and Governance Committee

diligently planned for Siobhán Talbot’s

succession, and we are delighted to have

appointed a leader of Hugh’s calibre to

the role. Full biographical details for Hugh

McGuire can be found on page 88.

#### Board refreshment

Glanbia recognises the importance of

continued Board refreshment and the

beneﬁt of appointing Directors with

varied perspectives and experience.

Gabriella Parisse was appointed as an

Independent Non-Executive Director and

member of the Development Committee

eective 1 June 2023, increasing female

Board membership to 46%. This follows

the reduction in the representation of

Tirlán Co-operative Society Limited (the

“Society”) on the Board to three on 4 May

2023, when both Patsy Ahern and John

Murphy retired from the Board. I thank

Patsy Ahern and John Murphy sincerely

for their service and commitment to

the Board during their tenure. Full

biographical details for Gabriella can be

found on page 91.

On 30 December 2023, Róisín Brennan

succeeded Dan O’Connor as Senior

Independent Director. I’d like to thank Dan

for his signiﬁcant contribution during his

time as Senior Independent Director.

Donard Gaynor

Group Chairman

“Maintaining and promoting the

#### highest standard of corporate

#### governance is essential to supporting

#### the delivery of our strategy.”

Robust and

#### resilient

#### governance

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Sustainability

Sustainability remains a key focus for

the Group and we continued to prioritise

signiﬁcant sustainability projects in 2023.

We are committed to delivering better

nutrition in a sustainable manner and

to our ambitious Environmental Social

and Governance (“ESG”) goals. Our ESG

strategy is grounded on clear science-

based targets and we are proud to have

recently committed to the UN 2030 Agenda

for Sustainable Development. We are also

proud to report that our ﬁrst ESG targets set

in 2021 under the 2018 Long Term Incentive

Plan were met in full.

The Group is committed to transparent

reporting of our environmental and

social impact and were pleased to have

published our ﬁrst Global Reporting

Initiative (“GRI”) sustainability report in

May 2023, in accordance with the GRI

standards.

Further details on our sustainability

strategy can be found on pages  to .

#### Stakeholder engagement

Stakeholder engagement, and

understanding the views of our

stakeholders, is a core part of my role

as Group Chairman. During 2023,

representatives of the Group held

meetings with shareholders and attended

a number of investor conferences in

the UK, Europe and the USA. Meetings

were held face-to-face where possible

and included an investor event in

London. Additionally, the Remuneration

Committee completed a shareholder

consultation process as part of the review

of the remuneration policy (for the period

2024 to 2026) and engaged with proxy

advisors and their feedback is reﬂected

in the remuneration policy which was

approved by the Board on 21 February

2024 and will be put to shareholders for

their consideration at the 2024 AGM of

the Company. These meetings provided

a valuable opportunity to outline the

Board’s priorities and perspectives

on certain matters and to ascertain

shareholders’ views on a wide range

of topics such as Board composition,

succession planning, our strategy, capital

allocation policies and our approach to

sustainability and remuneration.

Further details on how we engage with our

stakeholders are set out on pages  to .

#### Culture

The success of Glanbia derives from

the eorts, expertise and collaboration

of the people who work for the Group.

The Board and senior management are

committed to building a safe, inclusive

and diverse organisation. The Board

received a number of updates during

2023 on how the Group’s culture and

values are embedded and the Board is

committed to fostering a supportive,

inclusive and diverse culture to create

a safe space for employees to be

themselves at work. ‘Together We Are

More’ is part of Glanbia’s Diversity,

Equality and Inclusion (“DE&I”) vision

that the business truly stands by. The

more included we feel, the more we can

achieve together.

We have a robust DE&I policy with a

framework for Employee Resource Groups

(“ERGs”) to ensure that all employees can

network, bring their true selves to work

and thrive. Our ERGs play a valuable

role in providing a vehicle for Glanbia to

listen to employee voices and to address

the needs and barriers their members

may face. This year our ERGs for female,

multicultural and LGBTQIA+ employees

increased in members, furthered

their agendas and hosted a number

of inspirational speakers who bravely

shared their stories, created awareness of

barriers and educated many on how to be

better allies to our colleagues.

For more on our culture and values see

pages  to  and , and for DE&I

policies see page .

#### Employee engagement

Employee engagement is key to a strong

internal culture. I am delighted to say that

in 2023 we resumed in-person employee

roadshows, bringing our leaders to meet

thousands of employees at townhall-

style meetings and giving us the

opportunity to reconnect and exchange

ideas with our people.

In 2023, Glanbia conducted an employee

engagement survey which highlighted an

overall good performance and identiﬁed

certain opportunities for improvement.

80% of the Group’s employees

participated in the survey which was

very encouraging. We’re listening to our

people and acting on their feedback.

Key areas of focus that our employees

are interested in are wellbeing,

communication and belonging.

For more on our employee engagement

see pages  to .

#### Management and Committee

#### changes

Steve Yucknut succeeded Hugh McGuire

as CEO of Glanbia Performance Nutrition,

eective 1 January 2024 and has also

joined the Group Operating Executive.

There were a number of changes in

the Committees during 2023, which

are discussed in more detail in the

Nomination and Governance Committee

Report on pages 121 to 125.

#### Board review

In 2023, the performance review of the

Board, its Committees and individual

Directors was externally facilitated by

Board Excellence. The outcome of this

review was positive. Further information

on the external Board review process and

results can be found on page 105.

#### Looking ahead

As a Board, we have a busy year ahead with

a number of governance priorities. We take

our legal and regulatory obligations seriously

and seek to demonstrate this through

consistent adherence to our obligations and

by reviewing and updating our governance

processes to reﬂect the latest developments

in best practice corporate governance and

to ensure continued compliance with the UK

Corporate Governance Code (the “Code”)

and the Irish Corporate Governance Annex

(the “Irish Annex”) (together the “Codes”).

The information contained in this report and

the Corporate Governance Statement has

been set out in a way to enable the reader

to evaluate how the principles in the Codes

have been applied.

We are currently planning our 2024 Annual

General Meeting (“AGM”) which will be held

on 1 May 2024 at 11.00 a.m. at The Newpark

Hotel, Castlecomer Road, Kilkenny, R95

KP63, Ireland. I encourage all shareholders

to either attend the AGM personally or use

their proxy vote in respect of the resolutions

to be considered. This will enable us to

obtain a better understanding of your

views. I also welcome questions from

shareholders either via our website www.

glanbia.com, by e-mail at groupsecretary@

glanbia.ie or in person at the AGM.

I would like to express my sincere thanks

to the Board, and on behalf of the

Board to our employees, colleagues

and partners worldwide, without whose

commitment and talents we could not

continue to deliver the high standard of

excellence for which Glanbia is known.

Donard Gaynor

Group Chairman

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

Glanbia plc | Annual Report and Financial Statements 

#### Current Board of Directors and Senior Management

#### Group Chairman, Executive Directors and Secretary

Donard Gaynor

Group Chairman and

Non-Executive Director

Hugh McGuire

Chief Executive Officer

and Executive Director

Mark Garvey

Chief Financial Officer

and Executive Director

Date of appointment

12 March 2013 1 January 2024  12 November 2013

Board tenure / Tenure

Ten full years Five full years (over each of his

terms)

Ten full years

Skills and expertise

Extensive knowledge of the food

and beverage industry with

significant commercial acumen

and deep insight into international

business.

Extensive strategic, corporate

development and acquisition

experience. Strong leadership

qualities acquired from a successful

career within Glanbia plc.

Strong background in finance and

global executive management and

extensive experience in the food and

beverage industry.

Experience

Donard Gaynor was appointed

Group Chairman on 8 October

2020. Donard Gaynor retired in

December 2012 as Senior Vice

President of Strategy and Corporate

Development of Beam, Inc., the

premium spirits company previously

listed on the New York Stock

Exchange. A Fellow of Chartered

Accountants Ireland and the

American Institute of Certified

Public Accountants, he joined

Beam, Inc. in 2003 as Senior Vice

President and Managing Director –

International. Prior to this, he served

in a variety of senior executive

leadership roles with The Seagram

Spirits & Wine Group in New York

and was also Audit Client Services

Partner with the New York office

of PwC.

Hugh McGuire was appointed as

Chief Executive Officer on 1 January

2024. Hugh joined Glanbia in 2003

and previously held a range of senior

leadership roles across the Group.

He served as Chief Executive Officer

of Glanbia’s Performance Nutrition

business (“GPN”) from 2008 to 2023

where he led a period of substantial

growth in the business. He has been

a member of the Group Operating

Executive since 2013 and previously

served on the Board from June

2013 to April 2019. Prior to joining

Glanbia, he worked with McKinsey

& Company, Nestle and Leaf. Hugh

graduated with an M.Sc. in Food

Science from University College

Dublin and has a Diploma in

Accounting and Finance from the

Association of Chartered Certified

Accountants Ireland.

Mark Garvey was appointed

as Chief Financial Officer on

12 November 2013. Prior to joining

Glanbia he held the position of

Executive Vice President and Chief

Financial Officer with Sara Lee

Corporation, a leading global food

and beverage company. Mark also

held a number of senior finance

roles in the Sara Lee Corporation

in the US and Europe and prior

to that he worked with Arthur

Andersen in Ireland and the US. A

Fellow of Chartered Accountants

Ireland and the American Institute

of Certified Public Accountants,

Mark graduated from University

College Dublin with a Bachelor of

Commerce degree and Diploma in

Professional Accounting and has an

Executive MBA from Northwestern

University, Illinois, USA.

Key external appointments

None. Director of ClonBio Group Limited  None.

Committee memberships

DC

NGC

ESG

RC

DC DC

ESG

#### Key

AC

Audit

Committee

DC

Development

Committee

NGC

Nomination and

Governance

Committee

ESG

Environmental Social and

Governance Committee

RC

Remuneration

Committee

Chair

#### Leading by

#### example

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Liam Hennigan

Group Secretary and Head of

Investor Relations

4 April 2022

One full year

In-depth knowledge of the

consumer goods sector, strategy,

finance, restructuring, mergers,

acquisitions, capital markets and

communications.

Liam Hennigan was appointed

Group Secretary and Head of

Investor Relations on 4 April 2022,

having previously held the position

of Group Director of Strategic

Planning and Investor Relations.

Liam joined the Group in 2014 as

Head of Investor Relations and later

took on added responsibility for

Strategic Planning. Liam previously

worked as a Corporate Finance

Director with PwC and prior to that

at Diageo plc where he worked in

brand innovation and marketing

procurement. Liam has lived and

worked extensively in the UK, USA,

Spain and Ireland. He holds a

degree in Food Technology from

University College Cork, as well as

an MBA from IE Business School,

Spain and a diploma in Accounting

from the Association of Chartered

Certified Accountants.

None.

UK Corporate Governance Code and Irish

Corporate Governance Annex Statement of

Compliance (the “Codes”)

The Board continues to be committed

to maintaining the highest standards of

corporate governance. This Corporate

Governance Statement describes how

throughout the ﬁnancial year ended

30 December 2023, Glanbia applied the

principles of the Codes, and complied

with the provisions of the Codes with

the exception of the following explained

occurrences of non-compliance. The UK

Corporate Governance Code recognises

that an alternative to following a provision

may be justiﬁed in particular circumstances

where good governance is still achieved.

The rationale for these departures is

explainedbelow.

Provision 

(Composition of the Board of Directors)

Provision 11 provides that at least half the

Board, excluding the Chair, should be non-

executive directors whom the Board considers

to be independent. The Board is comprised

of 13 members: the Group Chairman, two

Executive Directors and ten Non-Executive

Directors including three representatives

nominated by the Society, with the

Independent Non-Executive Directors making

up 50% of the Board excluding the Group

Chairman. The current Board composition

reﬂects the relationship of the Company

with the Society which is documented in

the amended and restated Relationship

Agreement dated 5 May 2021 between Glanbia

plc and the Society.

Provision  (Appointment of Senior

Independent Director)

Dan O’Connor served as Senior Independent

Director from 1 May 2019 to 30 December

2023, having been appointed as an

Independent Non-Executive Director on

1 December 2014. While Mr O’Connor’s

tenure on the Board exceeded nine years on

1 December 2023, the Board is satisﬁed that

he demonstrated independence of character

and judgement for the entirety of his term as

Senior Independent Director.

Róisín Brennan, who was appointed as an

Independent Non-Executive Director on

1 January 2021, succeeded Dan O’Connor

as Senior Independent Director on

30 December2023.

Provision  (Composition of the

Nomination & Governance Committee)

Provision 17 provides that a majority of

members of the Nomination and Governance

Committee (the “Committee”) should be

Independent Non-Executive Directors.

Membership of the Committee comprises

the Group Chairman, Róisín Brennan and

Dan O’Connor. While Mr O’Connor’s tenure

on the Board exceeded nine years on

1 December 2023, the Board believes that it

is appropriate for him to remain a member

of the Committee and Board until the 2025

AGM to facilitate ongoing Board succession

planning. The Board is satisﬁed that he

continues to demonstrate independence of

character and judgement and is free from

any business or other relationship that could

aect his judgement. The Board will review

the composition of the Committee during

2024 in order to comply with Provision17.

Provision  (Chairman tenure)

In accordance with the Relationship

Agreement between Glanbia plc and the

Society, Donard Gaynor, (at the time an

Independent Non-Executive Director),

was appointed as the ﬁrst Independent

of the Society Group Chairman of the

Company on 8 October 2020, having been

appointed to the Board on 12 March 2013.

In 2021, the Board unanimously agreed

that he will continue as Group Chairman

until his successor is appointed in 2025 to

facilitate ongoing eective Board renewal.

The Board believes that the extension of

the Group Chairman’s tenure for a limited

period beyond nine years is warranted in this

instance to facilitate eective succession

planning and the development of a diverse

Board. The Group Chairman’s performance

is evaluated annually and the Board is

satisﬁed that he continues to demonstrate

independence of character and judgement

and is free from any business or other

relationship that could aect his judgement.

Provision  (Pension contributions)

During 2023 we reviewed our workforce

pension arrangements so that our Executive

Directors would be aligned to the workforce

rate in Ireland. From 1 January 2023, the

pension contribution for the Group Managing

Director and Chief Financial Ocer was

reduced from 26.5% and 25% of salary

respectively to 12% for both. As part of our

commitment to supporting the ﬁnancial

wellbeing of our employees, the Group has

enhanced, eective 30 December 2023,

its employer contribution to our Deﬁned

Contribution Scheme (the “DC Scheme”). DC

Scheme members can choose to participate

and Glanbia will match their contributions up

to a maximum of 12% in line with the Executive

Directors. Further details can be found in the

Remuneration Committee Report.

A description of how we have applied the

principles and detailed provisions of the Codes

is set out in this Corporate Governance report.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Current Board of Directors and Senior Management continued

#### Senior Independent Director, Non-Executive Directors

Róisín Brennan

Senior Independent Director and

Non-Executive Director

Paul Duffy

Non-Executive Director

Ilona Haaijer

Non-Executive Director

Jane Lodge

Non-Executive Director

Dan O’Connor

Non-Executive Director

Gabriella Parisse

Non-Executive Director

Kimberly Underhill

Non-Executive Director

Date of appointment

1 January 2021 1 March 2021 1 August 2022 1 November 2020 1 December 2014 1 June 2023 1 August 2022

Board tenure

Three full years Three full years One full year Three full years Nine full years Less than one full year One full year

Skills and expertise

Extensive strategic and financial

advisory experience across many

sectors including food and fast

moving consumer goods (“FMCG”).

Experienced Chairman and Chief

Executive Officer with extensive

knowledge of the consumer and

beverage industry with significant

strategic and brand experience.

Extensive and significant

leadership experience of strategic

development, change management,

mergers and acquisitions and

leading complex, global businesses

in the food ingredients and

consumer sectors.

In-depth knowledge of international

business, management, corporate

transactions, corporate governance

and reporting gained from a

successful career with Deloitte.

Strong, strategic leadership

acquired from 30 years

international and financial

services sector experience.

Significant experience in consumer

brand development, the food

ingredients industry, innovation

and strategic leadership of

multinational businesses.

Extensive and significant leadership

experience in US and international

consumer products businesses,

with particular strength in product

development, marketing, portfolio

management, brand-building,

strategic planning and international

business development.

Experience

Róisín Brennan is a former Chief

Executive of IBI Corporate Finance

Ltd and has over 20 years of

investment banking experience,

particularly advising public

companies in Ireland. She brings

strong strategic and financial

advisory experience across many

sectors including food and FMCG

to the Board. Róisín is currently a

Non-Executive Director of Ryanair

Holdings plc, Musgrave Group plc

and Dell Bank International DAC.

Formerly, she was a Non-Executive

Director of DCC plc from 2005 until

2016 and is also a former Non-

Executive Director of Hibernia REIT

plc, Wireless Group plc, Coillte DAC

and The Irish Takeover Panel. A

Fellow of Chartered Accountants

Ireland, Róisín graduated from

University College Dublin, Ireland

with a Bachelor of Civil Law degree.

Paul Duffy is a former Chairman

and CEO of Pernod Ricard North

America, a global leader in the

Wine and Spirits industry. During

his 25 year career with Pernod

Ricard, Paul held a number of senior

management positions including

Chairman and CEO roles at Pernod

Ricard UK, The Absolut Company

(Sweden) and Irish Distillers. He

served on the Pernod Ricard

worldwide management executive

committee. Paul is currently a

director of W.A. Baxter & Sons, a

United Kingdom Food Group and is

a former director of Corby Spirit and

Wine Limited, a leading Canadian

marketer and distributor of spirits

and wines listed on the Toronto

Stock Exchange. Paul is a Fellow

of Chartered Accountants Ireland

and is a graduate of Trinity College

Dublin, Ireland.

Ilona Haaijer is a former President

and CEO of DSM Food Specialties,

President of DSM Personal Care

and also previously served as CEO

of Bugaboo International, CEO

of Philips AVENT, Vice President

Corporate Strategy of Royal Philips

Electronics, and as a Consultant

at The Boston Consulting Group.

Ilona brings significant international

experience of food ingredient and

consumer oriented businesses

and is currently a Non-Executive

Director of Corbion N.V., an

Amsterdam based Euronext listed

food and bio-technology company.

Formerly, she was a Non-Executive

Director of RPC Group plc and Royal

Boskalis Westminster N.V.. Ilona

graduated from the University of

Groningen, Netherlands with an MA

in Business Economics.

Jane Lodge is a former Senior Audit

Partner of Deloitte with extensive

knowledge and experience of

international businesses in a wide

range of sectors. Jane served on

the Deloitte UK Board of Partners

and was the UK Manufacturing

Industry Lead Partner. She is

currently a Non-Executive Director

of TI Fluid Systems plc, FirstGroup

plc and Bakkavor Group plc. She is

a former Non-Executive Director

of Devro plc, Sirius Minerals plc,

Costain Group plc and DCC plc. A

Fellow of the Institute of Chartered

Accountants in England and Wales,

Jane graduated from University of

Birmingham, United Kingdom with a

BSc in Geology.

Dan O’Connor is currently Chairman

of Activate Capital Limited and

a Director of Oriel Windfarm

Limited. He is former Chairman

of International Personal Finance

plc and a former Non-Executive

Director of CRH plc. Dan is a former

President and Chief Executive

Officer of GE Consumer Finance

Europe and a former Senior Vice-

President of GE. He was Executive

Chairman of Allied Irish Banks plc

from 2009 until 2010. A Fellow of

Chartered Accountants Ireland. Dan

graduated from University College

Dublin, Ireland with a Bachelor of

Commerce degree and Diploma in

Professional Accounting.

Gabriella is currently the President

and CEO of Velcro Companies

and has more than 35 years

of international experience in

consumer goods and business to

business industries. Gabriella joined

Velcro Companies in October 2018

as Chief Marketing Officer and

President of the Consumer division,

and prior to her appointment

as CEO in 2021 served as Chief

Growth Officer. Prior to Velcro

Companies, Gabriella served on

the Executive Committee of Tate &

Lyle plc, a global food ingredients

business, as President of Innovation

and Commercial Development,

reporting to the CEO. Previously,

Gabriella spent 26 years with

Johnson & Johnson in a variety

of global senior leadership roles.

Gabriella graduated from the

University of Rome, Italy with a

Masters Degree in Statistics and

Demographic Sciences.

Kimberly Underhill is a former Group

President, Consumer Business

North America of Kimberly-Clark.

During her 33 year career with

Kimberly-Clark, she held roles

within research and engineering,

operations and marketing. Kimberly

served as Global President,

Kimberly-Clark Professional

and as President, Consumer

Europe. Kimberly is currently a

Non-Executive Director of Foot

Locker Inc., the global sportswear

and footwear retailer listed on

the New York Stock Exchange.

She also serves on the Board of

Trustees of Theda Care Regional

Medical Centre and is a Director

of The Menasha Corporation (a

privately held company that is

a packaging manufacturer and

provider of supply chain solutions).

Formerly, Kimberly chaired the

Network of Executive Women

and was a Director of the Food

Marketing Institute. Kimberly

graduated from Milwaukee School

of Engineering with a MSc in

Engineering Management, and

Purdue University, USA with a BSc in

Chemical Engineering.

Key external appointments

Non-Executive Director of Ryanair

Holdings plc, Musgrave Group plc

and Dell Bank International DAC.

Non-Executive Director of W.A.

Baxter & Sons and Chairman of Irish

Children’s Museum CLG

Non-Executive Director of

Corbion N.V and Muziekgebouw

Eindhoven (Eindhoven Concert Hall).

Non-Executive Director of TI Fluid

Systems plc, FirstGroup plc and

Bakkavor Group plc.

Chairman of Activate Capital

Limited and Director of Oriel

Windfarm Limited.

President & CEO of Velcro

Companies.

Non-Executive Director of Foot

Locker Inc., and a Director of The

Menasha Corporation.

Committee memberships

DC

NGC

RC

AC

DC

RC

AC

DC

ESG

AC

DC

RC

DC

NGC

ESG

DC

AC

DC

RC

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Róisín Brennan

Senior Independent Director and

Non-Executive Director

Paul Duffy

Non-Executive Director

Ilona Haaijer

Non-Executive Director

Jane Lodge

Non-Executive Director

Dan O’Connor

Non-Executive Director

Gabriella Parisse

Non-Executive Director

Kimberly Underhill

Non-Executive Director

Date of appointment

1 January 2021 1 March 2021 1 August 2022 1 November 2020 1 December 2014 1 June 2023 1 August 2022

Board tenure

Three full years Three full years One full year Three full years Nine full years Less than one full year One full year

Skills and expertise

Extensive strategic and financial

advisory experience across many

sectors including food and fast

moving consumer goods (“FMCG”).

Experienced Chairman and Chief

Executive Officer with extensive

knowledge of the consumer and

beverage industry with significant

strategic and brand experience.

Extensive and significant

leadership experience of strategic

development, change management,

mergers and acquisitions and

leading complex, global businesses

in the food ingredients and

consumer sectors.

In-depth knowledge of international

business, management, corporate

transactions, corporate governance

and reporting gained from a

successful career with Deloitte.

Strong, strategic leadership

acquired from 30 years

international and financial

services sector experience.

Significant experience in consumer

brand development, the food

ingredients industry, innovation

and strategic leadership of

multinational businesses.

Extensive and significant leadership

experience in US and international

consumer products businesses,

with particular strength in product

development, marketing, portfolio

management, brand-building,

strategic planning and international

business development.

Experience

Róisín Brennan is a former Chief

Executive of IBI Corporate Finance

Ltd and has over 20 years of

investment banking experience,

particularly advising public

companies in Ireland. She brings

strong strategic and financial

advisory experience across many

sectors including food and FMCG

to the Board. Róisín is currently a

Non-Executive Director of Ryanair

Holdings plc, Musgrave Group plc

and Dell Bank International DAC.

Formerly, she was a Non-Executive

Director of DCC plc from 2005 until

2016 and is also a former Non-

Executive Director of Hibernia REIT

plc, Wireless Group plc, Coillte DAC

and The Irish Takeover Panel. A

Fellow of Chartered Accountants

Ireland, Róisín graduated from

University College Dublin, Ireland

with a Bachelor of Civil Law degree.

Paul Duffy is a former Chairman

and CEO of Pernod Ricard North

America, a global leader in the

Wine and Spirits industry. During

his 25 year career with Pernod

Ricard, Paul held a number of senior

management positions including

Chairman and CEO roles at Pernod

Ricard UK, The Absolut Company

(Sweden) and Irish Distillers. He

served on the Pernod Ricard

worldwide management executive

committee. Paul is currently a

director of W.A. Baxter & Sons, a

United Kingdom Food Group and is

a former director of Corby Spirit and

Wine Limited, a leading Canadian

marketer and distributor of spirits

and wines listed on the Toronto

Stock Exchange. Paul is a Fellow

of Chartered Accountants Ireland

and is a graduate of Trinity College

Dublin, Ireland.

Ilona Haaijer is a former President

and CEO of DSM Food Specialties,

President of DSM Personal Care

and also previously served as CEO

of Bugaboo International, CEO

of Philips AVENT, Vice President

Corporate Strategy of Royal Philips

Electronics, and as a Consultant

at The Boston Consulting Group.

Ilona brings significant international

experience of food ingredient and

consumer oriented businesses

and is currently a Non-Executive

Director of Corbion N.V., an

Amsterdam based Euronext listed

food and bio-technology company.

Formerly, she was a Non-Executive

Director of RPC Group plc and Royal

Boskalis Westminster N.V.. Ilona

graduated from the University of

Groningen, Netherlands with an MA

in Business Economics.

Jane Lodge is a former Senior Audit

Partner of Deloitte with extensive

knowledge and experience of

international businesses in a wide

range of sectors. Jane served on

the Deloitte UK Board of Partners

and was the UK Manufacturing

Industry Lead Partner. She is

currently a Non-Executive Director

of TI Fluid Systems plc, FirstGroup

plc and Bakkavor Group plc. She is

a former Non-Executive Director

of Devro plc, Sirius Minerals plc,

Costain Group plc and DCC plc. A

Fellow of the Institute of Chartered

Accountants in England and Wales,

Jane graduated from University of

Birmingham, United Kingdom with a

BSc in Geology.

Dan O’Connor is currently Chairman

of Activate Capital Limited and

a Director of Oriel Windfarm

Limited. He is former Chairman

of International Personal Finance

plc and a former Non-Executive

Director of CRH plc. Dan is a former

President and Chief Executive

Officer of GE Consumer Finance

Europe and a former Senior Vice-

President of GE. He was Executive

Chairman of Allied Irish Banks plc

from 2009 until 2010. A Fellow of

Chartered Accountants Ireland. Dan

graduated from University College

Dublin, Ireland with a Bachelor of

Commerce degree and Diploma in

Professional Accounting.

Gabriella is currently the President

and CEO of Velcro Companies

and has more than 35 years

of international experience in

consumer goods and business to

business industries. Gabriella joined

Velcro Companies in October 2018

as Chief Marketing Officer and

President of the Consumer division,

and prior to her appointment

as CEO in 2021 served as Chief

Growth Officer. Prior to Velcro

Companies, Gabriella served on

the Executive Committee of Tate &

Lyle plc, a global food ingredients

business, as President of Innovation

and Commercial Development,

reporting to the CEO. Previously,

Gabriella spent 26 years with

Johnson & Johnson in a variety

of global senior leadership roles.

Gabriella graduated from the

University of Rome, Italy with a

Masters Degree in Statistics and

Demographic Sciences.

Kimberly Underhill is a former Group

President, Consumer Business

North America of Kimberly-Clark.

During her 33 year career with

Kimberly-Clark, she held roles

within research and engineering,

operations and marketing. Kimberly

served as Global President,

Kimberly-Clark Professional

and as President, Consumer

Europe. Kimberly is currently a

Non-Executive Director of Foot

Locker Inc., the global sportswear

and footwear retailer listed on

the New York Stock Exchange.

She also serves on the Board of

Trustees of Theda Care Regional

Medical Centre and is a Director

of The Menasha Corporation (a

privately held company that is

a packaging manufacturer and

provider of supply chain solutions).

Formerly, Kimberly chaired the

Network of Executive Women

and was a Director of the Food

Marketing Institute. Kimberly

graduated from Milwaukee School

of Engineering with a MSc in

Engineering Management, and

Purdue University, USA with a BSc in

Chemical Engineering.

Key external appointments

Non-Executive Director of Ryanair

Holdings plc, Musgrave Group plc

and Dell Bank International DAC.

Non-Executive Director of W.A.

Baxter & Sons and Chairman of Irish

Children’s Museum CLG

Non-Executive Director of

Corbion N.V and Muziekgebouw

Eindhoven (Eindhoven Concert Hall).

Non-Executive Director of TI Fluid

Systems plc, FirstGroup plc and

Bakkavor Group plc.

Chairman of Activate Capital

Limited and Director of Oriel

Windfarm Limited.

President & CEO of Velcro

Companies.

Non-Executive Director of Foot

Locker Inc., and a Director of The

Menasha Corporation.

Committee memberships

DC

NGC

RC

AC

DC

RC

AC

DC

ESG

AC

DC

RC

DC

NGC

ESG

DC

AC

DC

RC

#### Key

AC

Audit

Committee

DC

Development

Committee

NGC

Nomination and

Governance

Committee

ESG

Environmental Social and

Governance Committee

RC

Remuneration

Committee

Chair

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Board of Directors and Senior Management continued

#### Non-Executive Directors nominated by the Society

Brendan Hayes

Non-Executive Director nominated

by the Society

John G Murphy

Non-Executive Director nominated

by the Society

Patrick Murphy

Non-Executive Director nominated

by the Society

Date of appointment

2 June 2017 29 June 2010 26 May 2011

Board tenure / Tenure

11 full years (over each of his terms) 13 full years 12 full years

Skills and expertise

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Experience

Brendan Hayes farms at Ballyquinn,

Carrick-on-Suir, Co. Waterford,

Ireland and previously served

four full years on the Board. He

was appointed Vice-Chairman

of Tirlán Co-operative Society

Limited on 8 October 2020. Brendan

has completed the Diploma in

Corporate Direction in University

College Cork, Ireland.

John G Murphy farms at

Ballinacoola, Craanford, Gorey,

Co. Wexford, Ireland. John served

as Group Vice-Chairman between

2 June 2017 and 8 October 2020.

John was appointed Chairman

of Tirlán Co-operative Society

Limited on 8 October 2020. John

has completed the University

College Cork Diploma in Corporate

Direction.

Patrick Murphy farms at

Smithstown, Maddoxtown, Co.

Kilkenny, Ireland. Patrick served

as Group Vice-Chairman until

8 October 2020 having served as

Vice-Chairman for over five years

over two separate terms. He is Vice-

Chairman of Tirlán Co-operative

Society Limited. Patrick is a Director

of Farmer Business Developments

plc, FBD Holdings plc and FBD

Insurance plc.

Key external appointments

Vice-Chairman of Tirlán

Co-operative Society Limited.

Chairman of Tirlán Co-operative

Society Limited.

Vice-Chairman of Tirlán

Co-operative Society Limited,

Director of Farmer Business

Developments plc and Non-

Executive Director of FBD Holdings

plc and FBD Insurance plc.

Committee memberships

ESG

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Brendan Hayes

Non-Executive Director nominated

by the Society

John G Murphy

Non-Executive Director nominated

by the Society

Patrick Murphy

Non-Executive Director nominated

by the Society

Date of appointment

2 June 2017 29 June 2010 26 May 2011

Board tenure / Tenure

11 full years (over each of his terms) 13 full years 12 full years

Skills and expertise

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Extensive knowledge of the global

food and beverage industry

and significant experience in

the governance and strategic

management of a global business

gained from his tenure on the

boards of Tirlán Co-operative

Society Limited and Glanbia plc.

Experience

Brendan Hayes farms at Ballyquinn,

Carrick-on-Suir, Co. Waterford,

Ireland and previously served

four full years on the Board. He

was appointed Vice-Chairman

of Tirlán Co-operative Society

Limited on 8 October 2020. Brendan

has completed the Diploma in

Corporate Direction in University

College Cork, Ireland.

John G Murphy farms at

Ballinacoola, Craanford, Gorey,

Co. Wexford, Ireland. John served

as Group Vice-Chairman between

2 June 2017 and 8 October 2020.

John was appointed Chairman

of Tirlán Co-operative Society

Limited on 8 October 2020. John

has completed the University

College Cork Diploma in Corporate

Direction.

Patrick Murphy farms at

Smithstown, Maddoxtown, Co.

Kilkenny, Ireland. Patrick served

as Group Vice-Chairman until

8 October 2020 having served as

Vice-Chairman for over five years

over two separate terms. He is Vice-

Chairman of Tirlán Co-operative

Society Limited. Patrick is a Director

of Farmer Business Developments

plc, FBD Holdings plc and FBD

Insurance plc.

Key external appointments

Vice-Chairman of Tirlán

Co-operative Society Limited.

Chairman of Tirlán Co-operative

Society Limited.

Vice-Chairman of Tirlán

Co-operative Society Limited,

Director of Farmer Business

Developments plc and Non-

Executive Director of FBD Holdings

plc and FBD Insurance plc.

Committee memberships

ESG

#### Senior management, Group Operating Executive

Ian Doyle

Chief Corporate Development

Officer

Brian Phelan

CEO Glanbia Nutritionals

Sue Sweem

Chief Human Resources Officer

Steve Yucknut

CEO Glanbia Performance Nutrition

4 January 2022 1 January 2004 1 December 2021 1 January 2024

Two full years Twenty full years Two full years Less than one year

A deep knowledge of international

corporate finance with extensive

experience negotiating and

structuring complex acquisitions,

divestitures, investments and

partnerships.

Experienced chief executive officer

who has extensive strategic,

commercial and corporate

development experience. Strong

leadership qualities acquired from

a successful career within Glanbia.

A deep knowledge of global

human resources management

with expertise in organisation

development shaping the culture

and capabilities of the business,

and supporting the integration of

acquisitions.

Strong leadership qualities with

particular experience in business

transformation, operations, mergers

and acquisitions and performance

improvement. Extensive tenure in

the food and beverage industry.

Ian Doyle is Chief Corporate

Development Officer and is

responsible for the development

and implementation of our ESG

strategy and for identifying

partnership, acquisition and new

business opportunities globally.

Prior to joining Glanbia, he was

Managing Director in the North

American Consumer Retail

Group of Nomura Securities with

responsibility for food and beverage

companies. Previously Ian was

based in London and was part

of Lehman Brothers’ European

investment banking business. He

holds a degree in Business Studies

and German from Trinity College

Dublin, Ireland.

Brian Phelan was appointed as CEO

of Glanbia Nutritionals on 1 June

2013 and served as a Director of

the Company between January

2013 and April 2019. Brian was

previously Group Human Resources

& Operations Development Director

from 2004 to 2012. Since joining

the Group in 1993, he has held a

number of senior management

positions. Prior to this, he worked

with KPMG. He graduated from

University College Cork, Ireland

with a Bachelor of Commerce

degree and is a Fellow of Chartered

Accountants Ireland.

Sue Sweem is Chief Human

Resources Officer and has

responsibility for the strategic

leadership of Group Human

Resources within Glanbia.

Previously, she was Chief People

Officer for GPN from 2015 to 2021

and held other HR positions in GPN

since joining in 2012. Prior to joining

Glanbia, Sue was a HR Director at

Walgreens and gained international

experience while serving as Head of

HR in the US for AkzoNobel, a global

company based in The Netherlands.

Sue holds a PhD in Organization

Development from Benedictine

University, a Masters degree in HR

& Industrial Relations from Loyola

University and a BS in Sociology

from Iowa State University, USA.

Steve was appointed CEO of

Glanbia Performance Nutrition on

1 January 2024 having previously

held the position of President,

GPN Americas. Steve joined the

Group in 2015 as Chief Operating

Officer of GPN and in 2019 took on

the added responsibility of Chief

Transformation Officer of GPN.

Prior to joining Glanbia, Steve spent

more than 25 years with Kraft

Foods, holding a number of senior

management positions across a

range of markets and businesses,

in the areas of product supply,

R&D and sustainability. He holds a

Masters degree in Manufacturing

from DePaul University, USA.

None. None. None. None.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### Corporate Governance Report continued

#### Board Leadership and Company Purpose

The Board has an ongoing focus on stakeholder engagement to ensure we build a culture that

fosters engagement and enables us to develop successful relationships with our stakeholders.

As outlined on pages 50 and 51, stakeholder engagement occurs at all levels of the organisation

and we work collaboratively with our customers, suppliers, shareholders and the communities

in which we operate.

#### Shareholder engagement

Eective communications with shareholders is a key priority and

the Group devotes considerable time and resources each year

to shareholder engagement. The Group Chairman, together

with the Senior Leadership Team and Investor Relations team

maintain active engagement and dialogue with the investment

community and our shareholders to discuss key issues including

strategy, sustainability capital allocation, remuneration

and governance. There was regular dialogue with individual

shareholders and the investment community during 2023 and

ongoing engagement with shareholders both at in person

and virtual investor conferences and roadshows, as and when

necessary, as well as at the time of the release of the annual

report and ﬁnancial results. Details on the issues covered in those

meetings and the views of shareholders are circulated to the

Board regularly.

A brief outline of the nature of the activities undertaken by our

Investor Relations team in 2023 is set out below.

 Shareholder engagement

First Quarter 

•  Released the Full Year Results, along with accompanying

presentation, webcast and conference call.

•  Investor roadshows were held following the release of formal

announcements.

•  Media Brieﬁngs and interviews were provided on various

issues.

•  Industry Conferences: attended key sector and investor

conferences aording members of the senior management

team the opportunity to engage with key investors and analysts.

Second Quarter 

•  Released the Interim Management Statement, along with

accompanying presentation, webcast and conference call.

•  2023 Annual General meeting.

•  Investor presentation made available on the Group’s website

and an analyst event held in London.

•  The Group Chairman completed a number of shareholder

engagements.

Third Quarter 

•  Released the Half Year Results, along with accompanying

presentation, webcast and conference call.

•  Investor roadshows were held following the release of formal

announcements.

Fourth Quarter 

•  Released the Interim Management Statement along with

accompanying presentation, webcast and conference call.

•  Completed a shareholder consultation on proposed changes to

the Group’s Remuneration Policy. This consultation was led by

the Chair of the Remuneration Committee with feedback shared

by the Remuneration Committee members and the Board.

•  Attended a number of investor conferences to engage with

shareholders.

For more information see pages  to .

#### Employee engagement

Meaningful engagement with our employees is key to attracting,

developing and retaining a talented, dedicated and motivated

workforce which ensures the successful delivery of our strategy

and achievement of our purpose. The Workforce Engagement

Director, Group Chairman Donard Gaynor provides regular

feedback to the Board on employee engagement activities during

the year. The global survey of employees known as ‘Your Voice’ is

carried out annually and its ﬁndings are reviewed by the Board.

A key focus in 2023 was the development of a wellbeing strategy

for our employees. A series of initiatives were launched and

activities hosted to promote and prioritise positive physical and

mental employee wellbeing. We have made hybrid working an

integral part of our culture and our blended work model supports

productivity and employee wellbeing. During the year, the Board

also received regular updates on the health, safety and wellbeing

of employees. Furthermore, the Workforce Engagement Director

held a number of in-person meetings with a broad cross-section

of employees across Ireland and the US.

For more information see pages  to .

#### Customers and consumers

Maintaining a broad portfolio of consumer brands and

nutritional ingredients is key for our customers and consumers.

The Board regularly reviews both innovation and inorganic

opportunities to enhance the Group’s portfolio and to ensure that

it has sucient depth in its portfolio to meet consumer demand.

The Board is also constantly exploring new ways to meet

consumers’ and customers’ needs by listening to consumers’

needs and collaborating with our customers. Furthermore, we

consider customer and consumer engagement matters as part

of the overall Group sustainability strategy. We also assess

recommendations in respect of our brands’ positioning and

focuses on household penetration, net promoter scores and

consumption rates.

In terms of the Group’s investment in Research & Development

activities, the Board, together with management, ensures

focus is given to those projects that can best meet customers’

needs and thereby enable the Group to achieve its purpose

and strategic objectives in relation to revenue growth, margin

expansion, return on investment and enabling the delivery of

Better Nutrition in a more environmentally sustainable manner.

For more information see pages  to .

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Local communities

Our vision is to have a positive social and economic impact

on our communities, by promoting health and wellbeing

while protecting the environment. The Board considers the

maintenance of close and supportive relationships with the

communities in which Glanbia operates to be of particular

importance to the Group. We aim to create long-term value

for the communities in which we live, work, source and sell.

By ensuring we empower people, increase their access to

opportunities and champion inclusion and diversity, we can help

build thriving communities and strengthen our business. The

Board considers local community engagements as part of the

overall Group sustainability strategy. We support and receive

updates on Glanbia’s involvement in local communities and

charitable partnerships.

For more information see pages  and .

#### Suppliers and business partners

As a Group, we are committed to excellence in food safety

and quality and adhere to international standards at our

manufacturing sites. We take environmental stewardship

seriously, supporting our suppliers and safeguarding animal

welfare and life on land. The Board, together with management,

ensure that the organisation works with suppliers who provide

raw materials to the required safety and quality standards,

produced on a sustainable basis and with the proper regard

for the fair treatment of workers across the supply chain. Our

suppliers must be compliant with the regulations and social

customs of the countries in which they operate. The Board

receives updates on the operation of the Group procurement

function and supply chain priorities and initiatives, and we

continuously engage with dairy producers as part of the review

of our joint venture operations.

For more information see pages  and .

#### Government and non-governmental organisations

#### (NGOs)

As a Board we are cognisant of the regulatory environment

in which we operate. The Board engages indirectly with

government, regulators, NGOs and policy makers through

regular reports from the Senior Leadership Team and

management. In particular, the Board has received regular

brieﬁngs during the year on the macroeconomic environment,

world events and emerging geopolitical trends. Management

also provided the Board with an analysis of potential

developments in regulation and tax policies.

For more information see pages  and .

#### Purpose, values and culture

Purpose

We have a clear purpose to deliver better nutrition for

every step of life’s journey. Our purpose communicates the

Group’s strategic direction and intentions to our employees

and wider stakeholders.

Our values

Glanbia has a very distinct set of values which articulate the

qualities we embody and our underlying approach to doing

business. Our values, which are at the heart of our business

and culture, are embedded in our operational practices

through the policies approved by the Board and the direct

oversight and involvement of the Executive Directors.

Glanbia’s values of: Customers’ champion; Performance

matters; Find a better way; Winning together; and Showing

Respect are the code by which the Group operates both

internally and externally.

Our culture

Our business spans several continents, but our culture is

universal. Our culture has developed from our values and is

a key strength of our business. Fuelled by a positive growth

mindset, Glanbia leaders inspire and empower others to

maximise their performance and potential. The Board

reinforces our culture and values through its decisions,

strategy and conduct. The Board monitors the Group’s

culture through several cultural indicators such as:

•  management’s attitude to risk;

•  health and safety data; and

•  compliance with the Group’s policies and procedures:

– key performance indicators, including sta retention;

– messages received via the Group’s whistleblowing

‘Speak-Up’ system;

– promptness of payments to suppliers;

– independent assurance is sought via the internal audit

function and other outsourced advisers; and

– employee surveys.

A key consideration during our recruitment process is

a potential candidate’s ‘ﬁt’ with our culture and values.

We reinforce our culture and values during our induction

programme, town halls, and monitor our employees’ ‘ﬁt’

through performance appraisals. Our senior management

teams undertake training to ensure they are supporting

their teams and encouraging the behaviours which align

with our culture. In addition, the Board receives regular

updates from the Chief Executive Ocer and Chief Human

Resources Ocer on the health, safety and wellbeing of

employees.

For more information see pages  to .

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Glanbia plc | Annual Report and Financial Statements 

#### Employee

#### survey(s)

#### Analyse data

#### and share

#### results

#### Action

#### Planning

#### Celebrate

#### Wins

#### Implement

#### Change(s)

#### Corporate Governance Report continued

#### Board Leadership and Company Purpose continued

Q&A with Donard Gaynor,

Group Chairman and

#### Director of Workforce Engagement

#### We’re listening

#### to our employees

Q

#### What is your main focus as the Board’s

#### Workforce Engagement Director?

A

As part of this role, I engage directly with employees from

across the Group. This allows me to get a better insight and

understanding of the views of our employees and any concerns

they may have. I ensure our employees views can be considered

in Board discussions and decision making. I also regularly meet

with Sue Sweem, the Group’s Chief Human Resources Ocer, to

understand the key issues aecting our employees. In 2023, the

Group was delighted to launch a Group-wide human resources

information system which will assist with providing an improved

employee information experience.

Q

#### Why are employee engagement

#### sessions important to you?

A

I really value meeting employees from dierent levels, functions

and regions of the organisation. The sessions are open and

constructive and allow me to explore trends in the survey results

and share this information with the Board. It is wonderful to see

our employees demonstrate passion and pride in the Company,

its brands and our collaborative culture. Our employees are key

to the Group’s success and it is important to me to meet face-to-

face in a space where they can share their insights.

Q

#### What are some of the key themes from

#### the  “Your Voice” survey results?

A

Participation in the survey increased signiﬁcantly in 2023 with a

response rate of 80% which speaks to increased engagement

within the organisation. Our employee engagement levels have

continued to grow year-on-year, and we believe the reasons

for these improvements have been the two-way dialogue and

listening strategy we have employed. In particular, we welcomed

increased engagement from our hourly workforce and received

positive feedback around changes that are happening around

wellbeing, hybrid working and parental leave. Our people

continue to be interested in developments around career

progression and continued learning which is very positive.

Q

#### What is your focus for ?

A

I hope to continue the two-way direct dialogue through my

engagement sessions to ensure we are listening to our employees

and that their views are communicated to the Board. I will also

continue to focus on wellbeing and employee communications

to support our hybrid working model. This is key to the successful

execution of our people strategy which aims to maintain a high-

performing, values-driven and respectful culture.

For more information see page .

Donard Gaynor

Group Chairman

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### 2023 Board highlights

The Board is responsible for promoting the long-term sustainable success of the Group to generate value for its stakeholders and

contribute to the wider society. The Board recognises that the alignment of the Group’s purpose, strategy and culture is a cornerstone of

its leadership role and critical to our success.

The following pages provide an overview of a range of matters that the Board considered at its meetings. These are non-exhaustive and

detail the breadth of oversight provided by the Board in order to discharge responsible leadership. The Board considerations in relation

to stakeholder engagement can be found on pages 50 to 51 and page 94.

#### Key Board Considerations

Strategy and performance•  The Board had a strong focus on shareholder value creation and returns.

•  The Board continues to perform its duties and functions with the Group’s

purpose of delivering ‘Better Nutrition’ front and centre of its decision

making.

•  In May 2023 the Board approved the raising of full year guidance to

between 7% and 11% adjusted EPS growth constant currency, which was

increased to between 12% and 15% adjusted EPS growth constant

currency in August 2023 and to between 17% and 20% adjusted EPS

growth constant currency in November 2023.

•  In October 2023, the Board received detailed strategic updates from

senior management.

•  The Board focused on feedback from its shareholders on strategy and

performance throughout the year.

Further details are available

on pages  to .

Presentation currency

change

•  The Group’s reporting currency was changed from euro to US dollar in

2023 to better align with the Group’s core markets and to reflect the fact

that a significant majority of the group’s revenues are generated in US

dollar.

Further details are available

on page .

M&A activity •  The Board approved and completed the acquisition of the B2B bioactive

ingredients business of PanTheryx, in quarter four, 2023. The acquisition

complements Glanbia Nutritionals’ dairy activities and is a natural

progression for the Group within this category.

•  The Development Committee continues to monitor the M&A market and

regularly updates the Board on potential acquisition opportunities.

Further details are available

on page .

Change in US joint venture

commercial arrangements

and change to EBITDA

Following an announcement on 16 August 2023, the Group has amended

the commercial arrangements associated with its US joint venture.

Under the new commercial terms, the Group will recognise commissions

earned on the sale of joint venture products. Under previous

commercial terms, the Group recorded the gross value of revenues and

corresponding cost of sales on joint venture products sold. The change

in commercial terms will impact the recognition and presentation of

revenues and cost of sales from 2024 onwards only.

Further details are available

on page .

Disposal of interest in

Cheese joint venture

•  In April 2023, as part of the Group’s ongoing focus on optimising its

portfolio, the Board oversaw the sale of the Company’s shareholdings in

its Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively

“Glanbia Cheese”) mozzarella joint ventures to Leprino Foods Company,

its joint venture partner in these businesses.

Further details are available

on page .

Transition following

disposal of Glanbia plc’s

40% interest in Tirlán

•  The Board continued to oversee a period of transition following the sale

of the Company’s minority interest in Tirlán, which completed in April

2022. The Group continues to provide certain business supports to Tirlán

for a defined period.

•  The Board continues to evolve the Group’s structure and growth strategy

following the disposal and other portfolio changes.

Further details are available

on pages  and .

Share buyback

programmes

•  In March 2023, the Group commenced a share buyback programme of

€50 million, which was subsequently extended by a further €50 million in

May 2023. The buyback programme completed on 15 September 2023.

Between 1 March 2023 and 15 September 2023, Glanbia deployed €100

million, repurchasing 7,215,827 ordinary shares on Euronext Dublin at an

average price of €13.86 per share.

Further details are available

in Note  to the Financial

Statements.

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Glanbia plc | Annual Report and Financial Statements 

#### Corporate Governance Report continued

#### Board Leadership and Company Purpose continued

#### Key Board Considerations

Group sustainability

strategy

•  The Board oversaw the publication of the Company’s first GRI Report, in

accordance with the GRI standards. The report outlines the progress we

are making and sets out our future commitments and action plans.

•  The Board approved that the Group become signatories to the UN

Global Compact. This requires a voluntary pledge by member

companies to operate responsibly in alignment with universal

sustainability principles.

Further details are available

on pages  to .

Diversity, equity and

inclusion (“DE&I”)

•  The Board is dedicated to meeting its diversity targets for Board

members and senior leadership roles.

•  The Board focused on equipping talent acquisition with the resources to

attract and source under-represented talent and educate hiring

managers on inclusive hiring practices.

•  The Board rolled out a revised Code of Conduct training for employees.

•  The Board placed an increased emphasis on employee engagement,

awareness and impact.

Further details are available

on pages  to .

Capital investment •  Glanbia’s total investment in capital expenditure (tangible and intangible

assets) was $74.2 million (2022: $72.5 million). Strategic investment

totalled $51.7 million. Key strategic projects included IT investments,

business integrations and ongoing capacity enhancement to drive

further efficiencies in operations and new process technologies in

Glanbia Nutritionals, nutritional solutions business. The Board is focused

on cash generation, disciplined financial management, accretive M&A

and balancing investment and return of capital to shareholders.

Further details are available

on page .

Site visits  •  It has been the Board’s practice to hold a number of site visits at some of

our key locations each year in order to provide Directors with the

opportunity to meet local teams, see operations on the ground and have

presentations on current operations, projects and future plans.

•  In June 2023 the Board met in Illinois, US which provided an opportunity

to meet with local leadership, develop a deeper understanding of the

Group’s customers and the US market. The Board also visited the Group’s

PacMoore ingredients site which was acquired in 2021.

Further details are available

on page .

Cybercrime prevention

and security programme

•  A subcommittee of the Board conducted a review of the Group’s IT

organisation and services, cyber security and anti-fraud controls.

•  This included a review of the protocols the Group would follow in the

event of an attack, based on a protect, detect, respond and recover

model.

•  Management response simulation testing was performed to assess the

completeness of protocols and internal capabilities.

•  Email phishing simulation exercises were conducted with the wider

workforce to raise awareness in this area.

Further details are available

on pages  and .

Dividend payments •  The Board is recommending a final dividend of 21.21 €cent per share (FY

2022: 19.28 €cent per share) which brings the total dividend for the year

to 35.43 €cent per share, representing an increase of 10% for the prior

year. The final dividend will be paid on 3 May 2024 to shareholders on the

register of members as at 22 March 2024. This reflects our continued

strong performance and our commitment to a progressive dividend

policy.

Further details are available

on page .

CEO succession •  The Nomination and Governance Committee, together with the support

of the Board, oversaw the selection process for the Group’s new CEO,

Hugh McGuire, supported by an independent executive search firm.

Further details are available

on page .

Board renewal •  Gabriella Parisse was appointed as an Independent Non-Executive

Director on 1 June 2023.

•  Patsy Ahern and John Murphy retired from the Board on 4 May 2023.

•  Róisín Brennan was appointed Senior Independent Director, effective

30 December 2023.

•  Dan O’Connor replaced Donard Gaynor as Chair of the ESG Committee

on 30 December 2023.

•  Mark Garvey replaced Siobhan Talbot on the ESG Committee on

30 December 2023.

Board biographical details

are available on pages  to

.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Key Board Considerations

Governance •  The Board received recommendations from committees on key policies

and matters reviewed in depth by committees for Board decision.

Further details are available

on pages  to .

Directors’ Remuneration

Policy 2024-2026

•  During 2023 the Remuneration Committee completed a review of the

Directors’ Remuneration Policy. This will be put to shareholders for their

consideration at the 2024 Annual General Meeting of the Company.

Further details are available

on pages  to .

Employee benefits •  The Group introduced enhanced leave policies to support and prioritise

the wellbeing of our employees.

•  The Group reviewed its employee pension arrangements and increased

its employer contribution to its Defined Contribution Scheme. This allows

scheme members to make enhanced contributions which will be

matched by Glanbia up to a maximum of 12% of salary.

Further details are available

on pages  to .

External Board review •  The Board engaged Board Excellence to conduct a comprehensive and

externally facilitated review in 2023, in line with our agreed triennial

cycle. The review was interview based and included observation of

meetings.

Further details are available

on page .

#### Meeting attendance for the Board and Committees established under the UK Corporate Governance Code

Director

Years on

the Board

Scheduled Board

Meetings

Audit

Committee

Nomination and

Governance

Committee

Remuneration

Committee

D Gaynor 10 8/8 5/5 12/12

S Talbot

1

14 8/8

P Ahern

2

7 2/2

R Brennan  3 8/8 5/5 12/12

P Duffy  3 8/8 8/8 12/12

M Garvey 10 8/8

I Haaijer 1 8/8 8/8

B Hayes  11 8/8

J Lodge 3 8/8 8/8 12/12

JG Murphy 13 8/8

J Murphy

2

2 2/2

P Murphy  12 8/8

D O’Connor  9 8/8 5/5

G Parisse

3

less than 1 5/5

K Underhill 1 8/8 8/8 11/12

1  S Talbot retired from the Board on 31 December 2023

2  P Ahern and J Murphy retired from the Board on 4 May 2023

3  G Parisse was appointed to the Board on 1 June 2023

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Glanbia plc | Annual Report and Financial Statements 

#### Group Management

Group Operating Executive

This group is comprised of the two Executive Directors, the CEO of

GPN, the CEO of GN, the Chief Human Resources Officer and the Chief

Corporate Development Officer. Key activities: monitoring performance

and making strategic recommendations to the Board.

Group Senior Leadership Team

This team includes the Group Operating Executive and the Group’s senior

business and functional leaders. Key activities: to create alignment and

drive delivery of the Group’s business plans.

The Disclosure Committee is in place to oversee the timely and accurate disclosure of all information required to be so disclosed by the Company to meet

the legal and regulatory obligations required by its stock exchange listings. It also continues to assist in the design, implementation and periodic evaluation

of disclosure controls and procedures. The current Disclosure Committee comprises of the Chief Executive Officer, the Chief Financial Officer, the Group

Secretary and Head of Investor Relations and the Group Financial Controller.

#### Corporate Governance Report continued

#### Corporate governance framework

A description of the Governance Framework as at 30 December 2023 is set out below.

#### Board of Directors

The Board is collectively responsible for establishing the Group’s purpose, values and strategy, promoting its culture, overseeing its

conduct and aairs, and for ensuring that the Group provides its stakeholders with a balanced assessment of the Group’s position

and prospects. It discharges some of its responsibilities directly and others through its Committee framework, the Group Operating

Executive and Group Senior Leadership Team.

#### Board

Audit

Committee

Key activities: review of

Annual Report and Financial

Statements and statutory

Auditor’s independence and

fees, internal controls, risk

management systems, post-

acquisition reviews and the

effectiveness of the Group

Internal Audit and Group

Finance functions.

ESG

Committee

Key activities: oversight of

the Group’s ESG programme

and sustainability strategy,

monitors and reviews

Diversity, Equity and

Inclusion policy and strategy,

monitoring progress against

key performance indicators

and external ESG index

results, overseeing progress

on ESG commitments and

targets and monitoring and

reviewing the Group’s quality,

health and safety (“QHS”)

performance to support

continuous improvement and

transparency regarding the

Group’s QHS performance.

Nomination and

Governance Committee

Key activities: making

recommendations on

appointments to the

Board (including the

Group Chairman), senior

management succession

planning, review of the

independence and time

commitment of Non-

Executive Directors and

keeping under review

corporate governance

developments to ensure

Group governance practices

remain in line with best

practice.

Remuneration

Committee

Key activities: review of

Executive Directors’ salaries

and benefits, approval of

annual incentive targets,

long-term incentive share

awards, review of Non-

Executive Directors’ fees and

compliance with the relevant

codes.

Development

Committee

Key activities: assist the

Board in assessing new

corporate development

opportunities.

CEO

The following are the key matters reserved for the Board:

•  Approval of the Group’s strategic plan, oversight of the Group’s

operations and review of performance in light of the Group’s

strategy, objectives, business plans and budgets, ensuring that

any necessary corrective/transformative action is taken;

•  Ultimate oversight of risk, including determining the Group’s risk

proﬁle and risk appetite;

•  Review the performance of the Group in light of its strategic aims,

business plans and budgets and ensuring that any necessary

corrective action is taken, if required;

•  Approval of acquisitions, disposals, share buybacks and other

transactions outside delegated limits;

•  Financial reporting and controls, including approval of the Half

Year Results, Interim Management Statements and Full Year

Results, approval of the Annual Report and Financial Statements,

approval of any signiﬁcant changes in accounting policies or

practices and ensuring maintenance of appropriate internal

control and risk management systems;

•  Appointment and removal of Directors;

•  Ensuring the Annual Report and Financial Statements present

a fair, balanced and understandable assessment of the Group’s

position and prospects and provides the information necessary

for shareholders to assess the Group’s position, performance,

business model and strategy;

•  Assessment of the Group’s viability and ability to continue as a

going concern;

•  Capital expenditure, including annual approval of capital

expenditure budgets and any material changes to them in line

with the Group-wide policy on capital expenditure;

•  Dividend policy, including annual review of the dividend policy and

declaration of the interim dividend and recommendation of the

ﬁnal dividend;

•  Review of the Group’s overall corporate governance

arrangements;

•  Considering the views of shareholders and ensuring a satisfactory

dialogue with shareholders based on the mutual understanding of

objectives;

•  Formal review of the performance of the Board, its Committees

and individual Directors;

•  Shareholder documentation, including approval of resolutions and

corresponding documentation to be put to the shareholders and

approval of all press releases concerning matters decided by the

Board; and

•  Key business policies.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Group Chairman

•  Leads the Board, sets the agenda and promotes a culture of

open debate between Executive and Non-Executive Directors

and promotes the highest standards of corporate governance.

•  Regularly meets with the Chief Executive Ocer and other

senior management to stay informed.

•  Ensures eective communication with our stakeholders.

Chief Executive Officer

•  Develops and implements strategy and chairs the Group

Operating Executive.

•  Leads the Group through the Group Operating Executive.

•  Instils purpose, vision and value standards throughout the

organisation.

Senior Independent Director

•  Provides a sounding board to the Group Chairman and

appraises his performance.

•  Acts as intermediary for other Directors, if needed.

•  Is available to respond to shareholder concerns when contact

through the normal channels is inappropriate.

Chief Financial Officer

•  Manages the eectiveness and proﬁtability of the Group

including ﬁnancial and operational risk management.

•  Develops appropriate capital and corporate structures to

ensure the Group’s strategy is met.

Group Operating Executive

•  With the Chief Executive Ocer, develops and executes the

Group’s strategy in line with the policies and objectives agreed

by the Board.

•  Manages operational eectiveness and proﬁtability of the

Group.

•  Operates as the Group Risk Committee and Group Investment

Committee.

Non-Executive Directors

•  Provide independent insight and support to the Group

Chairman in instilling the appropriate culture, values and

behaviours in the Group.

•  Contribute to developing strategy.

•  Scrutinise and constructively challenge the performance of the

business, management and individual Executive Directors.

•  Monitor the integrity of ﬁnancial information and ensures

that there are robust ﬁnancial controls and systems of risk

management.

•  Determine and agree the framework and policy for executive

remuneration.

•  Oversee Director succession planning.

Group Secretary and Head of Investor Relations

•  Monitors the Group’s compliance with legal, regulatory,

governance, ethics, policy and procedural matters.

•  Ensures the Group is appropriately and strategically

positioned with analysts, investors, and all stakeholders.

•  In conjunction with the Group Chairman, ensures that the

Directors receive timely and clear information so that the

Directors are equipped for robust debate and informed

decision making.

•  Supports the Group Chairman by organising induction and

training programmes for Directors.

•  Provides support and guidance to the Board and the Group

Chairman, and acts as an intermediary for Non-Executive

Directors.

•  Responsibility for all results publications and investor

engagement.

#### Division of Responsibilities

Board responsibilities

To ensure that the Group operates eciently and eectively, the Directors, the Group Secretary and Head of Investor Relations and the

Group Operating Executive have clearly deﬁned responsibilities which are set out below.

#### Experience and skills of the Non-Executive Directors

Food and

beverage

industry

Leadership

and

management Finance

Strategic

planning

Brand

experience

Change

management

Corporate

transactions

Corporate

governance

International

business

development ESG

Donard Gaynor

Róisín Brennan

Paul Duffy

Ilona Haaijer

Brendan Hayes

Jane Lodge

John G Murphy

Patrick Murphy

Dan O’Connor

Gabriella Parisse

Kimberly Underhill

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

Glanbia plc | Annual Report and Financial Statements 

#### Corporate Governance Report continued

#### Composition, succession and review

#### Composition, succession and review

The Board has a clear governance framework with deﬁned

responsibilities and accountabilities which ensures that policies

and procedures set at Board level are eectively communicated

across the whole Group. The Board has established certain

principal Committees to assist it in fulﬁlling its oversight

responsibilities, providing detailed focus on particular areas

as set out in the respective Committee Reports that follow.

The Committees focus on their areas of expertise enabling the

Board to focus on strategy, performance, leadership and people,

governance and risk, and stakeholder engagement, thereby

making the best use of the Board’s time together as a whole. The

Committee Chairs report to the full Board at each Board meeting

following their sessions, ensuring a good communication ﬂow

while retaining the ability to escalate matters to the full Board’s

agenda if appropriate.

#### Information for the Board

The Group Chairman, with the assistance of the Chief Executive

Ocer and the Group Secretary and Head of Investor Relations,

is responsible for ensuring that Directors are supplied with

information in a timely manner and of an appropriate quality

that enables them to discharge their duties. Board papers

are published typically seven days prior to each meeting to

ensure the Board has sucient time to read the papers and

presentations and be prepared in advance of the meeting. In

the normal course of business, such information is provided

by the Chief Executive Ocer in a regular report to the Board

that includes information on operational matters, strategic

developments, ﬁnancial performance relative to the business

plan, business development, corporate responsibility and

investor relations. The Board meets suciently frequently to

discharge its duties, and holds additional unscheduled meetings

when required, for example to discuss a strategic growth

opportunity if it arises or deal with a speciﬁc matter of business.

Each scheduled Board meeting follows a carefully tailored

agenda agreed in advance by the Group Chairman, the Chief

Executive Ocer and the Group Secretary and Head of Investor

Relations. At each scheduled Board meeting, the Chief Executive

Ocer, the Chief Financial Ocer and CEOs of the Group’s

two global growth platforms, GPN and GN, provide detailed

operational and ﬁnancial updates. Depending on the nature of

the agenda item to be considered, other Senior Executives are

invited to make presentations or participate in Board discussions

to ensure that Board decisions are supported by a full analysis.

Throughout the year the Chairs of the Audit, ESG, Nomination

and Governance, Remuneration and Development Committees

updated the Board on the proceedings of their meetings,

including the key discussion points and any particular areas of

concern. All Directors have access to the advice and services

of the Group Secretary and Head of Investor Relations, who is

responsible for advising the Board on all governance matters.

The Directors also have access to independent professional

advice, if required, provided by the Group. This is coordinated

through the Group Secretary and Head of Investor Relations.

Board and Committee meetings are held in person, usually

in Kilkenny or Dublin, with the option for Directors to attend

remotely if necessary. In the event that a Director is unable to

attend a meeting, they are given an opportunity to make their

views known to the Chair or the Chief Executive Ocer prior to

the meeting.

#### Board structure

The Board, who come from diverse backgrounds, ranging from

corporate ﬁnance, accountancy and banking to industry (food

and beverage, fast moving consumer goods and production),

currently comprises 13 Directors: two Executive Directors, the

Group Chairman and 10 Non-Executive Directors of whom three

are currently nominated by the Society. On 23 February 2021,

the Society and the Board agreed a number of changes which

impacted the composition and size of the Board between 2021

to 2023 and which resulted in a gradual reduction in the number

of Directors nominated by the Society from ﬁve in 2022 to three

in 2023. The Board reduced in size from 14 members in 2022 to

13 members in 2023. Two Directors nominated by the Society

retired at the 2023 AGM and an additional Independent Non-

Executive Director was appointed in 2023, bringing the number

of Independent Non-Executive Directors on the Board, excluding

the Group Chairman, at the end of the year, to 6 of 12 (50% of the

Board).

Appointments to the Board: policy, diversity and

#### succession planning

Having regard to the right of the Society to nominate Directors

to the Board, the Nomination and Governance Committee

keeps the Board’s balance of skills, knowledge, experience

and the tenure of Directors under continuous review. During

2018, the Board approved a Board Diversity Policy which

recognises the beneﬁts of diversity. This was updated in early

2022 to reﬂect that the Group has agreed that as new Director

appointments are made, the target is that a minimum of 50% of

the Independent (of the “Society”) Non-Executive Directors will

be female. The Group progressed this in 2023 with its most recent

Independent Non-Executive Director appointed being female.

As at 30 December 2023, females represented over 60% of the

Independent (of the “Society”) Non-Executive Directors and 46%

of the full Board. As at the date of this report, females represent

over 60% of the Independent (of the “Society”) Non-Executive

Directors and 38% of the full Board.

In respect of succession planning and maintaining the skill set of

the Board, there is an established procedure for the appointment

of new Directors and Senior Executives. The Nomination and

Governance Committee considers the set of skills and experience

required as well as the Company’s targets on Board diversity.

External search agencies are engaged to assist where appropriate.

The Company also has a formal policy with respect to the

appointment of new Independent Non-Executive Directors (other

than those nominated by the Society). Further information on

appointments to the Board and succession planning can be found

on pages 121 to 125.

#### Induction

The Company puts full, formal and tailored induction

programmes in place for all of its new Directors. While Directors’

backgrounds and experience are taken into account, the

induction programme is aimed to be a broad introduction to the

Group’s businesses and its areas of signiﬁcant risk. Directors

receive comprehensive brieﬁng documents on the Group, its

operations and their duties as a Director and are also given

presentations by senior management. In addition, they are

encouraged to visit sites and meet with local management.

Induction programmes are usually completed within the ﬁrst six

months of a Director’s appointment and the Group Secretary

and Head of Investor Relations provides assistance and support

throughout the induction process. The programmes are reviewed

regularly to consider Directors’ feedback and are continually

updated in line with best practice.

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INFORMATION

Gabriella Parisse joined the Board on 1 June 2023 and received

an extensive and thorough induction involving one-to-one

meetings with the Group Chairman, the then Group Managing

Director, the Chief Financial Ocer and other members of senior

management from various Group functions including Group

Finance, Group Treasury, Group Tax, Group HR and Group IT.

In June 2023, Gabriella met with each member of the Group

Operating Executive team as part of her induction process and

visited a number of the Group’s manufacturing plants in the US and

met with US based senior leaders within GPN and GN.

#### Board development

The Group Chairman regularly encourages the Non-Executive

Directors to update their skills, expertise and knowledge

of the Group in order to carry out their responsibilities to a

high standard. This is achieved by regular presentations at

Board meetings from senior management on matters of

signiﬁcance. During the year the Board and Committees received

presentations from the Group Chairman, the Executive Directors,

the Chairs of each of the Committees, the CEOs of both GPN

and GN and heads of the various Business Units and corporate

functions. In 2023, the Board undertook updated training on the

Market Abuse Regulation and participated in cyber security

training, delivered by an external agency with signiﬁcant

experience in the area.

In addition to the induction programme that all Directors

undertake on joining the Board, an ongoing programme of

Director development has been established. For example, it is the

practice of the Board to visit key Business Unit locations each year

to provide Directors with the opportunity to meet local teams,

see operations on the ground and have presentations on current

operations, projects, future plans and strategy. Opportunities to

visit our operations globally and learn more about the business

continues to be very important and valuable for the Board, and for

new Board members in particular, as they provide our Directors

with the opportunity to understand operations, performance

and challenges in a regional context. Board members also get

the opportunity to meet with local employees in dierent roles

at dierent levels of seniority and from varying backgrounds. In

2023, the Board met with leadership teams from the GPN and GN

segments and visited key channels of GPN. The Board also toured

a GN production facility in the US in June 2023.

This aspect of Board visits provides real insight into the culture

and operation of the business. These visits also aord Directors

the opportunity to meet face-to-face with regional management

and employees and develop deeper insights into the quality of

our current senior management and the potential for succession.

It also helps the Directors to actively embed the values of Glanbia

across the Group’s key locations.

“My induction to the Glanbia

#### Board has been comprehensive

#### and informative.”

Gabriella Parisse

Non-Executive Director

#### Governance in action

New Director Induction

Gabriella Parisse was appointed to the Board on 1 June

2023. Following her appointment, Gabriella underwent

a formal induction programme which was tailored to

her individual requirements and included the below

induction activities.

Induction activities

•  Provision of a detailed information pack including

key corporate governance policies, Board papers,

ﬁnancial and strategic documents and information

on Directors’ duties, responsibilities and regulatory

obligations.

•  Meetings with all members of the Group Operating

Executive.

•  Meetings with the Group Chairman, the Senior

Independent Director and the Chairs of the

Remuneration Committee and the Audit

Committee.

•  Meetings with functional leaders on matters such

as Board and corporate governance, corporate

development, internal audit, strategy, investor

relations, human resources and sustainability.

•  Meetings with business leaders of Glanbia

Performance Nutrition and Glanbia Nutritionals to

obtain an overview of each business.

•  Site visits to see ﬁrst-hand the Group’s operations

while engaging with employees and senior

management.

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Glanbia plc | Annual Report and Financial Statements 

The Group Secretary and Head of Investor Relations in

conjunction with Glanbia’s advisers, monitor legal and

governance developments and Directors are regularly

provided with updates on corporate governance, legislative

and regulatory issues, and an annual update is circulated and

presented to the Nomination and Governance Committee. As

part of their annual performance review, Directors are given the

opportunity to discuss their own training and development needs

and our Directors can avail of external courses.

#### Relationship with the Society and independence

Avonmore Foods plc and Waterford Foods plc merged in 1997

to form Glanbia plc, the Company. At the same time, their

respective major shareholders also merged to form the Society.

The Society held a substantial shareholding (over 30%) in the

Company until 13 September 2022 when their holding was

reduced below 30%. In accordance with Listing Rule 6.1.7 of

Euronext Dublin/Listing Rule 6.5.4R of the United Kingdom

Financial Conduct Authority (“FCA”), the Company and the

Society entered into a relationship agreement in 2014 clarifying

the right of the Society to nominate Directors to the Board of the

Company and the intention of the Company and the Society to

comply with the independence provisions/undertakings set out

in Listing Rule 2.2.15 of Euronext Dublin and 6.5.4R of the FCA (the

“Independence Provisions”). When the Society’s holding in the

Company fell below 30% on 13 September 2022, the Relationship

Agreement terminated in part but the provision providing for

the right of the Society to appoint Non-Executive Directors

remained. The Group continues on an interim basis to provide

certain corporate, shared services, IT and Group purchasing

services to Tirlán to allow for the complexity of separating shared

support environments.

The Board and the Nomination and Governance Committee is

of the view that all Non-Executive Directors demonstrate the

essential characteristics of independence and bring independent

challenge and deliberations to the Board. Notwithstanding

this, the Non-Executive Directors nominated by the Society are

not counted by the Board as being independent solely for the

purposes of the Codes. An explanation of the basis for this belief

is set out in the Nomination and Governance Committee Report

on page 125.

The Group has robust procedures in relation to conﬂicts of

interest. Directors, upon their appointment are advised of their

duty to declare their conﬂicts and are requested to declare their

general interest in any entity in which they are to be regarded as

interested in any contract which may, after their appointment, be

made with that entity.

#### Board review

A key component of good governance and board eectiveness

is an annual review to ensure that the Board, its Committees

and Board members are continuing to operate and perform

eectively. The Group has established a formal process for the

annual review of the performance of the Board and its principal

Committees, including a triennial external review. The external

review supplements our existing internal Board performance

review processes.

This year, our Board review was an external one in line with our

agreed three-year cycle. An external professional reviewer,

Board Excellence, was engaged, following a competitive tender

process, to facilitate the external reviews of the Board and its

Committees. The purpose of the external review was to provide

the Board with greater insights into its performance and to

identify potential opportunities to improve performance and

eectiveness. Board Excellence had no connection with the

Group or any of the Directors.

Review process

The process that was followed for the 2023 review and the

conclusions of the review are set out on the opposite page.

#### Corporate Governance Report continued

#### Composition, succession and review continued

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INFORMATION

Findings

The review identiﬁed that the overall standards of corporate

governance and stewardship at Glanbia are exemplary. It

highlighted numerous aspects where the Board is working

well, in particular, the eectiveness of the chairmanship of

both the Board and the Committees, the commitment of all

Directors to their responsibilities, the structure and depth

of ﬁnancial performance reporting and the importance

given to particular aspects of risk management and cyber

security.

The review indicated that the Board is engaged, committed

and eective in discharging its responsibilities with a

collegiate and transparent culture and noted the positives

from the strength of diversity on the Board. Relations with

senior management allow for constructive robust challenge

and meaningful debate on key issues. The Group Chairman

plans to build in further opportunities to capture Board

feedback throughout the year in 2024.

A review of the performance and eectiveness of each

of the Board’s Committees was also undertaken as part

of the external review, covering their terms of reference,

composition, procedures, contribution and eectiveness.

All Committees enjoy a broad representation of members

from across the Board, deal with appropriate matters of

relevance and substantially ease the burden of speciﬁc

matters or areas on the Board as a whole.

The review process is also an opportunity for further

evolution and development of the Board by building on the

positive areas and focusing on the key recommendations

to drive sustained improvement in the Board eectiveness,

governance and performance. Following the presentation

of the evaluation report, the Board agreed to address the

following ﬁndings:

– improved strategy collaboration and oversight between

the Group Operating Executive and the Board;

– continued focus on Board succession planning and talent

development; and

– further reﬁnement of Board materials.

In 2024, an internal review facilitated by the Group

Chairman will be conducted, focusing on progress against

the key objectives highlighted by the external review.

Questionnaire

Each Board member and key

contributors to the Board and

Committees completed a detailed

online conﬁdential questionnaire

produced by Board Excellence.

Review

Board Excellence conducted

a detailed review of the Board

and Committee materials and

key governance policies and

procedures.

Observation

Board Excellence observed an

in-person Board meeting and

Committee meetings.

Interview

Board Excellence held individual

meetings with each Director, the

Group Secretary and Head of

Investor Relations and a number

of other senior leaders.

Report

The ﬁnal review report and

presentation was shared with the

Board. The report contained a

number of recommendations for

consideration by the Board.

Analysis

Questionnaire responses were

collated and analysed by Board

Excellence. All responses were

anonymised.

Scope

The Group Chairman, Group

Secretary and Head of Investor

Relations and Deputy Group

Secretary met with Board

Excellence to agree the scope

and process of the review.

#### Board review in practice

Seven step Board review model

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Glanbia plc | Annual Report and Financial Statements 

Individual Directors’ review

Executive Directors’ variable pay is tied to their personal

contribution to organisational eectiveness and as such both

the Chief Executive Ocer and the Chief Financial Ocer are

subject to rigorous review each year. The Chief Executive Ocer

sets the strategic performance objectives for the Chief Financial

Ocer and the Chief Executive Ocer’s strategic objectives are

set by the Group Chairman in conjunction with the Remuneration

Committee. All strategic objectives are then agreed with

the Remuneration Committee which monitors the Executive

Directors’ progress throughout the year. More details can be

found in the Remuneration Committee report.

The performance of the Group Chairman is reviewed internally

each year by the Board (in the absence of the Group Chairman),

led by the Senior Independent Director. In 2023 the Board

conducted a review of the Chairman’s performance and noted

that the Group Chairman is very committed to his role and

is always available to Directors and stakeholders. The Board

acknowledged the Group Chairman’s understanding of the

Group and his ambition to drive the business forward.

Subject to the right of the Society to nominate Non-Executive

Directors, the Non-Executive Directors are appointed for

an initial three-year term unless otherwise terminated

earlier by and at the discretion of either party upon written

notice. Continuation of their appointment(s) is contingent on

satisfactory performance and election or re-election at each

AGM. Additionally, all new Independent Non-Executive Directors,

and any re-appointments, will be subject to a rigorous review by

the Nomination and Governance Committee after each three-

year term and annually after six years.

Election or re-election of Directors

In accordance with the Code, all of the Directors are subject to

annual re-election by shareholders. Accordingly, each of the

Directors will seek election or re-election at the 2024 AGM.

The Group Chairman has conﬁrmed that each of the Directors

who are seeking election or re-election continue to be eective

members of the Board and demonstrate their commitment

to their responsibilities. The Directors bring extensive senior

leadership experience, strategic commercial business acumen,

wide ranging operational experience and strong understanding

of global capital markets and major transactions. The Board

believes that the considerable and wide-ranging experience

and perspective of the Directors will continue to be invaluable

to the Company and its long-term sustainable success and

recommends their election or re-election.

#### Corporate Governance Report continued

#### Composition, succession and review continued

#### Diversity representation as at 30 December 2023

The following tables set out the information required to be disclosed under Provision 23 of the Code and UK Listing Rule 9.8.6R(10) as set

out in Annex 2 to UK LR 9, as at 30 December 2023. For the purposes of these tables, executive management is as deﬁned in the Listing

Rules, being the executive committee or the most senior executive or managerial management body below the Board (or where there

is no such formal committee or body, the most senior level of managers reporting to the Chief Executive Ocer, including the company

secretary but excluding administrative and support sta). For Glanbia, this is the Group Operating Executive and the Group Secretary

and Head of Investor Relations. Collection of data was done on the basis of self-reporting from each Board member and member of

executive management.

In accordance with the Relationship Agreement, the Society nominates 3 of the Company’s thirteen Board members. The current

percentage of women on the Board (excluding the Directors nominated by the Society) is 50% (60% as at 30 December 2023).

#### Gender identity

Number of

board members

Percentage of

the board

Number of

senior positions

on the board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage

of executive

management

Men 7 54% 2 5 71%

Women 6 46% 2 2 29%

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

#### Ethnic background

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

White British or other White

(including minority-white groups)

13 100% 4 7 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British – – – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – – –

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

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INFORMATION

#### Audit, risk and internal control and remuneration

#### Audit, risk and internal control

Risk management and internal control

Eective risk management underpins our operating, ﬁnancial

and governance activities. The Board continues to place

particular emphasis on monitoring both principal and emerging

risks and regularly monitors the risk management framework

to ensure risks are being appropriately mitigated and new risks

identiﬁed.

While the Board has ultimate responsibility for determining the

Group’s risk proﬁle and risk appetite, the Board has delegated

responsibility for reviewing the design and implementation of

the Group’s risk management and internal control systems to the

Audit Committee.

These systems are designed to manage, rather than eliminate,

the risk of failure to achieve business objectives and provide

reasonable, but not absolute, assurance against material

misstatement or loss. During the year, the Board considered the

Group’s key risk reports and received updates from the Chair of

the Audit Committee on the programme of risk presentations

from key risk managers across the Group. This work provided a

comprehensive insight into how key risk exposures are managed

and better informs the Board in its evaluation of progress against

strategic objectives of the business.

The Board and management are satisﬁed that appropriate

risk management and internal control systems are in place

throughout the Group. The Risk Management Report is contained

on pages 72 to 85.

Going concern

Glanbia’s business activities, together with the main factors likely

to aect its future development and performance, are described

in the Strategic Report on pages 1 to 85.

After due consideration and review, the Directors have a

reasonable expectation that the Group has adequate resources

to continue in operational existence for a period of at least 12

months from the date of approval of the Financial Statements.

The Group therefore continues to adopt the going concern basis

in preparing its Financial Statements. The full Going Concern

Statement is contained on page 84.

Long-term viability statement

In accordance with the Code and Listing Rule 6.1.82(3) of Euronext

Dublin Listing Rules, the Directors have assessed the viability

of the Group and its ability to meet its liabilities as they fall due

over a period extending to 2026, taking into account the Group’s

current ﬁnancial position, the Group’s strategy and business

model and the potential impact arising from the principal risks

and uncertainties. The factors considered in assessing the long-

term prospects are detailed on pages 84 to 85.

Having considered these factors, the Board assessed the

prospects and viability of the Group in accordance with the Code

requirements. The Board has a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities

as they fall due over the period of the assessment. The full

viability statement is contained on pages 84 to 85.

Fair, balanced and understandable

The Directors have concluded that the Annual Report and

Financial Statements, taken as a whole is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Group and the Company position,

performance, business model and strategy. This evaluation was

supported by the Audit Committee as outlined in its Report on

pages 111 to 112.

Adequate accounting records

The Directors are responsible for keeping adequate accounting

records that are sucient to correctly record and explain the

transactions of the Company or enable, at any time, the assets,

liabilities, ﬁnancial position and proﬁt or loss of the Company

to be determined with reasonable accuracy, enable the

Directors to ensure that the Financial Statements comply with

the Companies Act 2014, and, as regards the Group Financial

Statements, Article 4 of the IAS Regulation, enable those

Financial Statements to be audited. The Directors, through

the use of appropriate procedures and systems, have also

ensured that measures are in place to secure compliance with

the Company’s and the Group’s obligation to keep adequate

accounting records. These accounting records are kept at

Glanbia House, Kilkenny, R95 E866, Ireland, the registered oce

of the Company.

Accountability and audit

Directors’ responsibilities for preparing the Financial Statements

for the Company and the Group are detailed on pages 166.

The Independent Auditor’s Report details the respective

responsibilities of Directors and the statutory auditor.

Statutory Auditor

The statutory auditor, Deloitte Ireland LLP, continues in oce

in accordance with section 383(2) of the Companies Act 2014.

Deloitte (who was succeeded by Deloitte Ireland LLP) was

originally appointed on 27 April 2016.

Disclosure of information to statutory auditor

In accordance with the provisions of section 330 of the

Companies Act 2014, each of the persons who are Directors of

the Company at the date of approval of this Report conﬁrms

that:

•  so far as the Director is aware, there is no relevant audit

information (as deﬁned in the Companies Act 2014) of which

the statutory auditor is unaware; and

•  the Director has taken all the steps that he/she ought to have

taken as a Director to make himself/herself aware of any

relevant audit information (as deﬁned) and to ensure that the

statutory auditor is aware of such information.

#### Remuneration

The Remuneration Committee’s agenda continued to apply

focus to the key matters of Group and individual Executive

Director performance and the consideration of appropriate

targets for 2024 and beyond. Our aim is to ensure that our

remuneration policies and practices remain competitive within

our industry to attract, retain and motivate high quality and

committed people who are critical to the future development

and growth of the Group.

Details of – Remuneration Policy and the work of the

Remuneration Committee can be obtained in the Remuneration

Report.

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Glanbia plc | Annual Report and Financial Statements 

#### Compliance statements

Directors’ compliance statement

It is the policy of the Company to comply with its relevant

obligations (as deﬁned in the Companies Act 2014). The Directors

have drawn up a compliance policy statement as deﬁned in

section 225(3)(a) of the Companies Act 2014. Arrangements

and structures have been put in place that are, in the Directors’

opinion, designed to secure a material compliance with the

Company’s relevant obligations. These arrangements and

structures were reviewed by the Company during the ﬁnancial

year. As required by section 225(2) of the Companies Act

2014, the Directors acknowledge that they are responsible for

the Company’s compliance with the relevant obligations. In

discharging their responsibilities under section 225, the Directors

relied on the advice of third parties whom the Directors believe

have the requisite knowledge and experience to advise the

Company on compliance with its relevant obligations.

Corporate governance statement

During 2023 the Group was subject to the Codes. Our Corporate

Governance Statement can be found on page 89.

The Financial Reporting Council (“FRC”) is responsible for the

publication and periodic review of the Code, which can be found

on the FRC website: www.frc.org.uk

Euronext Dublin is responsible for the publication and periodic

review of the ISE Annex, which can be found on the Euronext

website: www.euronext.com

Our approach to corporate governance and how we apply the

principles of the Codes is set out in this Corporate Governance

Report, the Board and senior management section, the non-

Financial Reporting Statement, Task Force on Climate-Related

Financial Disclosures Report and the Risk Management

Report (all of which are deemed to be incorporated in

this Corporate Governance Report). The Reports from the

Chairs of the Audit, ESG, Nomination and Governance and

Remuneration Committees highlight the key areas of focus for,

and the background to, the principal decisions taken by those

Committees, which form an integral part of our governance

structure. A fair, balanced and understandable assessment of

the Group’s position and prospects is set out in the Strategic

Report on pages 1 to 85. The Strategic Report also includes

other important information relating to Governance including

our approach to People, Sustainability and Stakeholders. Other

Statutory Information contains certain other information

required to be incorporated into this Corporate Governance

Statement. All of these statements are deemed to be

incorporated in the Corporate Governance Statement.

UK Corporate Governance Code pages

Board Leadership and Company Purpose 88-100

Division of Responsibilities 101

Composition Succession and Review 102-106

Audit Risk and Internal Controls 107, 109-115

Remuneration 126-149

Irish Corporate Governance Annex pages

Board Composition 102-106

Board Appointments 102-106

Board Review 105

Board Election or Re-election 106, 150

Audit Committee 109-115

Remuneration 126-149

Section 1373 Companies Act 2014 pages

Applicable Codes 89

Departures from the Codes 89

Risk Management and Internal Control 72-85, 112-113

Takeover Regulations 150-151

Shareholder Information 261-264

Board and Committees 86-149

#### Corporate Governance Report continued

#### Audit, risk and internal control and remuneration continued

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STRATEGIC

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OTHER

INFORMATION

Paul Duffy

Audit Committee Chair

#### Committee members and Committee tenure

Appointed to

the Committee

Number of full

years on the

Committee

P Duffy (Chair) 17 Jun 21 2

J Lodge 20 Jan 21 3

I Haaijer 17 Aug 22 1

K Underhill 17 Aug 22 1

See pages - for more information on current Audit Committee members.

#### Audit Committee Report

#### Terms of reference

The full terms of reference of the Audit

Committee can be found on the Group’s

website: www.glanbia.com or can be

obtained from the Group Secretary and

Head of Investor Relations.

#### Key responsibilities

Protecting the interests of shareholders

by monitoring the integrity of corporate

and financial reporting, internal control,

risk management and audit quality.

Reviewing and reporting to the Board the

significant financial reporting issues and

judgements made in preparing the

Group’s Financial Statements, interim

reports, and related formal statements.

Reviewing the appropriateness and

consistency of the accounting policies

applied in preparing the Group’s

Financial Statements.

Advising the Board whether the Annual

Report and Financial Statements, is fair,

balanced and understandable and

provides the information for shareholders

to assess the Group’s position and

performance, business model and

strategy.

Assisting the Board in its responsibilities

in monitoring and reviewing the

effectiveness of the Group’s systems of

risk management and internal control

and assessing the emerging and principal

risks facing the Group.

Reviewing reports from specialist

functions to identify issues that may have

a material impact to the Group.

Monitoring key initiatives aimed at

enhancing the Group’s IT and cyber

security capabilities and actively

engaging in the refinement of the Group’s

ESG disclosure requirements.

Advising the Board of any material

uncertainties that may impact the

Group’s ability to continue as a going

concern and the appropriateness of the

Group’s long-term viability statement.

Overseeing the statutory auditor

relationship in line with the Group Auditor

Relationship and Independence Policy.

Approving the statutory auditor’s terms

of engagement and remuneration.

Making recommendations to the Board in

relation to the appointment, re-

appointment and removal of the Group’s

statutory auditor.

Monitoring the operation and reviewing

the effectiveness of the Internal Audit

function.

Assessing the Group’s procedures for

fraud prevention and detection and

supporting the Board in assessing the

Group’s whistleblowing arrangements.

#### Maintaining effective

#### control oversight

#### Allocation of time

Financial and corporate governance activities

Statutory Auditor

Risk management and internal controls

Internal Audit

Other

![]()



Glanbia plc | Annual Report and Financial Statements 

Dear shareholder,

As Chair of the Audit Committee, I am

pleased to present the Committee’s

report for the year ended 30 December

2023. This report provides an overview

of the Committee’s principal activities

during the year, its role in ensuring

the integrity of the Group’s published

ﬁnancial information and an outline of

the Committee’s priorities for the year

ahead.

Responsibilities

The Audit Committee is responsible for

monitoring the integrity of the Group’s

Financial Statements and for assisting

the Board in determining that the Annual

Report and Financial Statements,

taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Group’s position and

performance, business model and

strategy. The work performed in this

regard and our engagement with the

statutory auditor is detailed on pages 111

to 115.

The Audit Committee also supports

the Board in monitoring and reviewing

the eectiveness of the Group’s risk

management and internal control

systems and for ensuring a robust

assessment of the emerging and principal

risks facing the Company is performed.

The Audit Committee, together with the

Board, are closely monitoring the key risks

that could materially and adversely aect

the Group’s ability to achieve its strategic

objectives, particularly those whose

probability of occurrence and extent of

impact are elevated by the consequences

of the ongoing macroeconomic

uncertainty and escalating geopolitical

tensions.

During the year, the Group has identiﬁed

and assessed our climate-related

risks and opportunities and continue

to monitor and embed the identiﬁed

impacts within our governance,

operations and strategic model and

risk management system. The progress

and approach taken is consistent with

the recommendations of the TCFD

and the UK FCA’s Listing Rule 9.8.6R

requirements. These are discussed in

detail in the TCFD Report on pages

64 to 70. The Audit Committee has

also assessed with management the

impact of climate-related matters on

the Group’s Financial Statements (see

Note 2). The Audit Committee actively

oversees the regulatory environment to

ensure the Group provides stakeholders

with consistent, comparable and reliable

information on ESG matters. The Audit

Committee continues to monitor the

Group’s preparation to comply with the

upcoming mandatory ESRSs applicable

to Glanbia.

Engagement

In fulﬁlling its key oversight

responsibilities, the Audit Committee

engaged regularly with management,

Group Internal Audit (“GIA”) and the

statutory auditor to ensure timely and

accurate information was consistently

provided to the Audit Committee. Our

engagement with the GIA function and

the statutory auditor is detailed on pages

113 and 115 together with an explanation

of how the Audit Committee has reviewed

and monitored the independence,

objectivity and eectiveness of the

external audit and the appropriateness

of the provision of non-audit services to

the Group in line with the Group Auditor

Relationship and Independence Policy.

The Audit Committee is satisﬁed, based

on the evidence obtained throughout

the external audit process, including its

review of the key audit risk areas, and the

work undertaken by the statutory auditor

to address those risks, that a robust,

eective and ecient process is evident

across the Group.

Audit tender

While the Committee is satisﬁed that

the current statutory auditor is both

independent and objective, regulations

require the mandatory rotation of the

auditors of public interest entities (“PIEs”)

at least every 10 years. Deloitte Ireland

LLP will reach this 10 year limit in April

2026. As such, the Audit Committee

considers that it is appropriate to initiate

a tender process in 2024 in order to

prepare for an appropriate transition.

Priorities for 

The Audit Committee’s key priorities for

2024 include:

•  ensuring the Group’s Financial

Statements are accurate and

reﬂect the balanced and consistent

application of ﬁnancial and non-

ﬁnancial reporting requirements;

•  providing independent challenge and

oversight of areas of key judgement or

estimation;

•  maintaining focus on impairment testing

methodology, inputs, assumptions,

sensitivity analysis and results;

•  monitoring the progress made

by management on the planned

implementation of a new ﬁnancial

consolidation technology in 2024

which will be completed in 2025;

•  overseeing the processes in place

to ensure eective oversight of ESG

activities and other non-ﬁnancial

disclosures;

•  monitoring the Group’s principal risks

and uncertainties including potential

negative ripple eects of continued

economic uncertainty exacerbated by

the escalating geopolitical tensions,

rapidly accelerating technological

changes, and possible slowdown in

consumer demand;

•  receiving direct presentations from

management to ensure that eective

risk management processes are

implemented to address key risk

areas in a manner consistent with the

Group’s risk appetite;

•  overseeing the audit tender process;

•  considering the impacts of the recently

revised UK Corporate Governance

Code and its potential impact on

Glanbia processes and internal

controls;

•  maintaining oversight on the

challenges posed by geopolitical

tensions and impending election

cycles and their potential impact on

our business, principal risks, cash ﬂow,

accounting disclosures and ﬁnancial

controls; and

•  ensuring that robust due diligence is

performed, acquisition integration is

closely monitored and post completion

reviews are conducted for all material

investments.

Review of Audit Committee performance

The Audit Committee assessed its

performance covering its terms of

reference, composition, procedures,

contribution, and eectiveness. As a

result of that assessment, the Board

and Audit Committee are satisﬁed that

the Audit Committee is functioning

eectively and continues to meet the

requirements of its terms of reference.

This view was supported by the external

review of the Board and its Committees.

On behalf of the Audit Committee

Paul Duffy

Audit Committee Chair

#### Audit Committee Report continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Governance

Committee membership

The Audit Committee was in place

throughout 2023. At present, the

Audit Committee is comprised of four

Independent Non-Executive Directors,

Paul Duy (Chair of the Audit Committee),

Jane Lodge, Ilona Haaijer and Kimberly

Underhill. Two members constitute a

quorum. The Group Secretary and Head

of Investor Relations acts as secretary to

the Audit Committee.

Membership is reviewed annually by the

Chair of the Audit Committee and the

Group Chairman who recommend new

appointments to the Nomination and

Governance Committee for consideration

and onward recommendation to the Board.

The Board is satisﬁed that the Audit

Committee, as a whole, meets the

requirements for recent and relevant

ﬁnancial experience, as set out in the

UK Corporate Governance Code 2018.

The Board is also satisﬁed that the Audit

Committee, as a whole, has competence

relevant to the sector in which the Group

operates including a wide range of skills,

expertise and experience in ﬁnancial

and commercial matters arising from

the senior positions they hold or held in

other organisations as set out in their

biographical details on pages 90 and 91.

Given the evolving ESG regulatory

environment, an ESG training session was

delivered to the members of the Audit

and ESG Committees in January 2024

focused on ESG reporting obligations

and Committee responsibilities under the

current and future regulatory landscape.

Meetings

The Audit Committee meet with the

statutory auditor, without other executive

management being present, on an

annual basis to discuss any issues which

may have arisen in the year under review.

This meeting was held in February

2024 to review the ﬁndings from the

audit of the 2023 Financial Statements.

The Group Head of Internal Audit also

has direct access to the Chair of the

Audit Committee. After each Audit

Committee meeting, the Chair of the

Audit Committee reports to the Board on

the key issues which have been discussed.

The allocation of time across each of the

key Audit Committee activities is set out

on page 109.

The Audit Committee met eight times

during the year ended 30 December

2023. The Chief Executive Ocer, Chief

Financial Ocer, Group Secretary

and Head of Investor Relations, Group

Head of Internal Audit, Group Financial

Controller and representatives of the

statutory auditor are invited to attend

all meetings of the Audit Committee.

Where required other key executives or

members of the senior management

team are invited to attend meetings

and individuals with specialist technical

knowledge when required to provide a

deeper insight on agenda items related

to the Group’s principal risks. Training

was also delivered to the Committee

members focused on ensuring the

eective operation of the Audit

Committee in line with its duties from a

statutory basis as well as the Irish and UK

listing requirements.

#### Audit Committee key activities

Financial reporting and significant

financial judgements

As part of the Audit Committee’s

role, the Committee reviewed the

Interim Management Statements,

the Interim and Annual Consolidated

Financial Statements and all formal

announcements relating to these

statements before submitting them to

the Board with a recommendation to

approve. These reviews were focused on

but not limited to:

•  the appropriateness and consistency

of application of accounting policies,

practices and proposed disclosures;

•  compliance with ﬁnancial reporting

standards and corporate governance

requirements including compliance

with climate-related disclosures;

•  reviewing the application of the

transition from a euro presentation of

consolidated ﬁnancial statements to a

US dollar presentation in 2023; and

•  signiﬁcant areas in which estimation

or judgement had been applied in

the preparation of the Financial

Statements.

The GIA team contribute to the assurance

process by reviewing compliance with

internal control processes including the

review of the Group’s internal ﬁnancial

controls. The statutory auditor presents

its ﬁndings to the shareholders as the

owners of the business, and its report can

be found on pages 169 to 179.

As outlined in our accounting policies

on page 187, the Group has adopted an

income statement format that seeks

to highlight signiﬁcant items within the

Group results for the year (“exceptional

items”). Judgement is applied by the

Directors in assessing the particular

items which by virtue of their scale and

nature should be disclosed in the Income

Statement and Financial Statement

notes as exceptional items. Several

signiﬁcant items have been highlighted

as exceptional items in both 2022

and 2023 and the Audit Committee is

satisﬁed that this is appropriate and

consistent with the Group’s policy in

this area. The table on page 114 sets out

the 2023 signiﬁcant ﬁnancial reporting

judgements and disclosures and how

the Audit Committee addressed these

matters.

The Audit Committee considered the

Directors’ Responsibility Statement

and the Group’s principal risks and

uncertainties within the 2023 Annual

Report and Financial Statements and the

half-year results and were satisﬁed with

the adequacy of the disclosures.

Geopolitical risk

The Audit Committee has supported

the Board in closely monitoring the

risks associated with the escalating

geopolitical tensions particularly the

ongoing war in Ukraine, the conﬂict in the

Middle East and tensions between China

and Taiwan where any potential conﬂict,

economic sanctions or trade rulings

could impact the growth objectives

of the Group. To date, there has been

no material impact to the Financial

Statements arising from these conﬂicts,

however this is being maintained under

review as the year progresses. The Audit

Committee together with the Board

are also monitoring the impending

elections in the US and our other core

international locations that could bring

short-term uncertainty and instability

in the markets in which we operate.

The impact of the above on the Group’s

principal risks is discussed in the Risk

Management Report and principal risks

and uncertainties on pages 72 to 83.

Fair, balanced and understandable

At the request of the Board, the Audit

Committee reviewed the contents of the

Annual Report and Financial Statements

to ensure that when taken as a whole, it is

fair, balanced and understandable, and

provides the information necessary for

shareholders to assess the company’s

position, performance, business

model and strategy. In satisfying this

responsibility the Audit Committee

considered the following:

•  the documented process and timelines

for the coordination, preparation

and review of the Annual Report and

Financial Statements;

•  a dedicated project manager was in

place to drive adherence to deadlines,

reporting standards and consistency

![]()



Glanbia plc | Annual Report and Financial Statements 

and this is aligned with the external

audit process undertaken by Deloitte

Ireland LLP;

•  the senior ﬁnance management and

executive team review and approval

procedures;

•  the key process milestones, to ensure

the draft Annual Report and Financial

Statements were available to the

Audit Committee in sucient time

to facilitate adequate review and

eective challenge at the meeting;

•  management presented a detailed

report to the Audit Committee

outlining the process by which they

assessed the narrative, ﬁnancial

sections and disclosures of the

2023 Annual Report to ensure that

the criteria of fair, balanced and

understandable has been achieved;

•  together with the ESG Committee,

disclosures on ESG related matters

including the TCFD report and other

climate disclosures were discussed in

detail; and

•  the eectiveness of the key features of

internal control.

Having considered the above, in

conjunction with the regular updates

the Audit Committee receives from

management and the reports received

from the statutory auditor, Deloitte

Ireland LLP, the Committee conﬁrmed

to the Board that the Annual Report and

Financial Statements, taken as a whole,

is fair, balanced and understandable and

provides the information necessary for

shareholders to assess the Group and

the Company position, performance,

business model and strategy.

Going Concern and Viability Statements

The Audit Committee reviewed the draft

Going Concern and Viability Statements

prior to recommending them for approval

by the Board. These statements are

included in the Risk Management report

on pages 84 and 85. This review included

assessing the eectiveness of the process

undertaken by the Directors to evaluate

going concern, including the impacts

of the current environment of economic

uncertainty and any signiﬁcant impacts of

climate risks, and the analysis supporting

the Going Concern Statement and

disclosures in the Financial Statements.

The Audit Committee and the Board

consider it appropriate to adopt the going

concern basis of accounting with no

material uncertainties as to the Group’s

ability to continue to do so.

The Audit Committee also reviewed the

Long-term Viability Statement which is

supported by the work conducted in the

strategy and budget review in December

2023 and the Board’s ongoing review

of monthly and year-to-date business

performance versus budget and forecast.

Further detail is provided within the

Viability Statement on pages 84 and 85.

Directors’ Compliance Statement

The Audit Committee considered the

requirements of the Irish Companies

Act 2014 in relation to the Directors’

Compliance Statement and received a

report from senior management on the

review undertaken during the ﬁnancial

year of the compliance structures and

arrangements in place to ensure the

Company’s material compliance with its

relevant obligations. On the basis of this

review, the Audit Committee conﬁrmed

to the Board that it is satisﬁed that

appropriate steps have been undertaken

to ensure that the Company is in material

compliance with its relevant obligations.

Risk management and internal control

systems

The Audit Committee receives regular

Group key risk summary reports,

prepared by the Internal Audit team,

tracking residual key risk exposures which

allows the Audit Committee to assess

the appropriateness of management’s

action plans to ensure the Board’s risk

appetite is not exceeded and to remain

alert to emerging risks as they are

identiﬁed through the review process.

The Risk Management Report on pages

72 to 85 sets out the detailed steps in the

process and the Group’s principal risks.

The Audit Committee’s risk management

focus during 2023 included:

•  reviewing and approving the

assessment of the principal risks and

uncertainties that could impact the

achievement of the Group’s strategic

objectives as outlined on pages 76 to

83;

•  continued focus on developing a

detailed understanding of the risks

within each of the core functions, our

improvement opportunities and areas

of emerging risk exacerbated by the

escalating geopolitical tensions and

macroeconomic uncertainty;

•  receiving risk presentations from a

number of Group functional leads, in

particular Group IT on the progress

of the Group’s IT strategy and its

response to cyber security risks. Cyber

security remains a major focus for

the Audit Committee given the ever-

increasing risks in this area at a global

level. The Audit Committee received

updates on information security

matters from Group IT. The Chair of the

Audit Committee updated the Board

on the IT discussions on each occasion;

•  reviewing the disclosures in relation to

the scenario analysis that was carried

out for each of the material climate-

related risks and opportunities as

outlined in the TCFD and the progress

that the Group is making on TCFD

recommendations which are disclosed

in detail on pages 64 to 70;

•  reviewing Group Finance papers

which considered the impact of

climate change on the Group Financial

Statements which includes details of

the TCFD requirements, as outlined on

pages 64 to 70 and accounting policy

Note 2 to the Financial Statements.

During the year, Group Finance and

the statutory auditors provided the

Audit Committee with regular updates

on the evolving legislative and external

reporting requirements including

double-materiality and climate-

related risk disclosures;

•  reviewing and assessing

management’s transition from a euro

presentation of consolidated ﬁnancial

statements to a US dollar presentation

in 2023 as outlined in the Chief

Financial Ocer’s review on pages

40 to 45 and Note 2 to the Financial

Statements;

•  receiving a presentation from the

Group Treasury team on the current

Group ﬁnancing position following the

completion of the 2022 re-ﬁnancing

exercises and the broader Group

Treasury risks;

•  a consideration of the detailed

Business Unit performance updates

on Group investments and the

impairment review methodology and

outcomes outlined in Note 16;

•  receiving updates from management

and the external auditors on

developments with regard to the

recently published revised UK

Corporate Governance Code;

•  receiving updates from the Group

Head of Internal Audit outlining areas

of non-compliance with Group policies

and control deﬁciencies identiﬁed

during the year, fraud investigation

reports and management actions to

address the weaknesses noted;

•  assessing the Group’s risk

management and internal control

systems in line with the Financial

Reporting Council guidance on risk

management and internal control; and

•  reviewing reports from the statutory

auditor in respect of signiﬁcant

ﬁnancial accounting and reporting

issues, key matters arising from

the statutory audit together with

management’s plans in place

to address any internal control

weaknesses noted.

#### Audit Committee Report continued

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

The Audit Committee, having assessed

the above information, is satisﬁed that

the Group’s systems of internal control

and risk management are operating

eectively and has reported that opinion

to the Board who has conducted its own

review and is also satisﬁed that these

systems are operating eectively.

Internal audit

To fulﬁl its responsibilities for monitoring

and reviewing the operation and

eectiveness of the GIA function, the

Audit Committee:

•  approved the GIA Charter and annual

risk-based work plan including any

amendments to ensure the plan

remains dynamic to address business

challenges, changes to current and

emerging areas of key Group risks and

the changing business environment;

•  ensured that it is adequately resourced

with a strong mix of skills and expertise

capable of conducting eective

internal audits, IT audits and special

investigations;

•  satisﬁed itself that the GIA function

is appropriately resourced and

where additional skills or expertise

are required, the Group Head of

Internal Audit makes the necessary

arrangements to complement the in-

house team;

•  reviewed the team’s use of technology

including the audit management

system and data analytics tools,

processes, techniques and plans to

ensure the eectiveness of internal

audit processes and oversight of risks;

•  received regular reports from the

Group Head of Internal Audit covering

team development, progress against

the audit plan, amendments required

and best practice risk management

procedures. This included receiving

updates on the activities performed

in line with the quality assurance

and improvement programme policy

(“QAIP”) that is designed to ensure that

GIA performs its work in accordance

with its Charter, which is consistent

with the Institute of Internal Auditors

(“IIA”) International Standards for

the Professional Practice of Internal

Auditing, Deﬁnition of Internal Auditing

and Code of Ethics; and

•  received an update on the results of

GIA’s internal quality assessment,

prepared as part of the QAIP, which

conﬁrmed that the GIA function

continues to be in general compliance

with the IIA Standards with no material

issues identiﬁed. The next external

quality assessment of the GIA function

is not due until 2027, as per the IIA

standards.

GIA refreshed the combined assurance

mapping exercise that was completed in

February 2023 to identify any changes

in potential assurance gaps and avoid

duplication of assurance eort. The

output of the exercise was presented

to the Audit Committee and while it did

not identify any signiﬁcant improvement

opportunities, it provided greater detail

to allow the Audit Committee to further

progress the Group’s overall assurance

model. GIA also maintained its focus

on principal risks, which included cyber

threat and information security, legal

and regulatory compliance, ESG data

reporting and technology failure.

Audit results are reported to the Audit

Committee to allow the Committee to

have an integrated view on the way risks

are managed.

Management is responsible for ensuring

issues raised by GIA are addressed

within the agreed timeframe, and the

Audit Committee reviews the status of

actions periodically throughout the year

to ensure they are completed on a timely

basis.

The Group Head of Internal Audit

routinely meets with the Chair of the

Audit Committee, to review the meeting

agendas, draft papers and to ensure

that the overall Audit Committee work

plan remains aligned to the current and

emerging areas of key Group risk. Where

required, the relevant Board or Audit

Committee agendas are amended to

include items that require more detailed

consideration, typically by a direct

presentation to the Audit Committee or

Board by the relevant Business Unit or

functional lead.

On the basis of the above, the Audit

Committee concluded that the GIA

function was performing well and is

satisﬁed that the quality, experience and

expertise of the function is appropriate

for the Group. The Audit Committee

continues to encourage eective

coordination among the internal

assurance providers, external and

internal audit teams to maximise the

beneﬁts from coordinated activities and

ensures that this is in place.

Whistleblowing and fraud

The Board has delegated responsibility

to the Audit Committee for ensuring

that the Group maintains suitable

arrangements for its employees to raise

concerns, in conﬁdence, about possible

wrongdoing in ﬁnancial reporting and

other matters. These arrangements are

outlined in our Code of Conduct which

is available on the Company’s website

www.glanbia.com and on our Group

intranet. The Audit Committee receives

bi-annual updates from the Group

Secretary and Head of Investor Relations

providing an overview of how concerns

raised are categorised, investigated,

monitored and reported, together with

a review of the main themes, issues and

resolution actions arising. The Group’s

Speak Up Policy is regularly updated

to reﬂect evolving regulatory and best

practice requirements.

The Group’s Anti-Bribery & Corruption

Policy, Group Code of Conduct, Supplier

Code of Conduct, Slavery and Human

Tracking Statement, Group Human

Rights Policy, Group Animal Welfare

Policy and Anti-Money Laundering &

Counter Terrorist Financing Policy seek

to further strengthen the Group’s fraud

prevention procedures. A training module

to support the Supplier Code of Conduct

was launched in 2023, together with

the continued roll out of the Group’s

Code of Conduct training to employees

on a phased basis. Management also

provided externally facilitated training

on the Group’s Anti-Money Laundering &

Counter Terrorist Financing Policy to the

relevant internal teams during the year.

Management, with the support of

GIA, have formalised and enhanced

the existing fraud risk management

policies and processes, to help ensure a

robust fraud prevention programme is

implemented across the Group. A fraud

risk assessment was completed in 2023

and approved by the Audit Committee

and Board.

The Audit Committee concluded, and

conﬁrmed to the Board, that it was

satisﬁed that the Group’s whistleblowing

and other fraud prevention and detection

procedures, including the GIA function’s

activities, are adequate and allow for

the proportionate and independent

investigation of such matters and

appropriate follow up action.

![]()



Glanbia plc | Annual Report and Financial Statements 

#### 2023 significant financial reporting judgements and disclosures

The areas considered and the actions taken by the Audit Committee in relation to the 2023 Annual Report are outlined in the table

below. For each area, following its enquiries, the Audit Committee was satisﬁed with the key assumptions made, the accounting

treatment applied and the disclosures in the Financial Statements.

Key financial judgement and disclosures How the Audit Committee addressed these matters

Impairment review of goodwill and

intangibles

Judgement decisions largely relate

to the assumptions used to assess

the value-in-use of the CGUs

being tested. These assumptions

typically include short and long-

term business and macroeconomic

projections, cash ﬂow forecasts

and associated discount rates.

•  Management provided the Audit Committee with detailed reports to support the recoverable

value of the balances included in Note 16 to the Financial Statements including an overview of

the weighted average cost of capital methodology applied and an analysis of the level of

headroom between the carrying value of the asset and the value-in-use;

•  The Audit Committee considered the Group’s cash generating units (“CGUs”) and is satisfied

that the updated CGUs reflect the interdependencies of cash inflows within the Group and how

management monitors operations;

•  The Audit Committee reviewed and discussed the reports with management and challenged the

application of management’s methodology, the appropriateness of the assumptions made for

future cash flows, discount rates, terminal values and growth rates, and the achievability of the

business plans with consideration of different scenarios;

•  The Audit Committee considered the updates made to assumptions and Financial Statement

disclosures as a result of management’s assessment of the impact of macroeconomic factors

and climate related matters on forecasted business performance and cash flows as disclosed in

Note 16 to the Financial Statements, and the extent of sensitivity disclosures provided;

•  The Audit Committee considered the potential impacts of relevant geopolitical tensions,

macroeconomic uncertainty, and climate change on the Group’s businesses and valuation

assumptions; and

•  The Audit Committee considered the output from the sensitivity analysis performed at 2023

year-end, and in particular, noted that based on the conclusions of the impairment process

completed, no impairment was identified.

Exceptional items

Judgement decisions relate to the

assessment of the items identiﬁed

as being exceptional in nature

and the appropriateness of the

presentation in the Financial

Statements.

•  The Audit Committee reviewed the nature of the exceptional items identified and the effectiveness

of the process that requires all exceptional items to be pre-approved. After a detailed review and

consideration of the disclosures, the Audit Committee is satisfied that the treatment is in line with

the Group policy, consistently applied across years and appropriately presented in the Financial

Statements with sufficient detail to allow users of the Financial Statements to understand the

nature and extent of the exceptional items and how they arose. Further details on the exceptional

items identified in 2023 are included in Note 6 to the Financial Statements.

Revenue recognition

Revenue is a risk given the inherent

complexity of IFRS 15 accounting

requirements, the nature of some

customer relationships and the

adjustments recorded to ensure

the basis of year-end rebate

provisions are appropriate.

•  Within the GPN segment, revenue is recognised net of rebate, discount, deduction and

allowance claims where the amounts payable can vary depending on the arrangements made

with individual customers and the volume of trade entered into;

•  Key areas of focus and challenge from the Audit Committee were in relation to the period-end

close process and the basis of any significant year-end rebate provisions to ensure they were

adequate and appropriate; and

•  The Audit Committee considered in detail the changes to the commercial arrangements

associated with the Group’s remaining joint venture partner that will result in a change in

revenue recognition in 2024.

Uncertain tax provisions

Signiﬁcant judgement is applied

in assessing current and deferred

tax exposures in relation to

the interpretation of local and

international tax laws, tax rates

and treaties relating to the Group’s

uncertain tax provisions.

•  The Audit Committee received a presentation from the Chief Financial Officer and the Group

Head of Tax on various tax matters including tax structures and controls, the ongoing

management of the Group’s system of operation, evolving tax legislation and the status or

outcome of any tax authority reviews conducted during the financial period;

•  The Audit Committee considered the impact of the Group financing arrangements and the

Group’s compliance with the legislative requirements in this area;

•  The Audit Committee received an analysis of movements in the uncertain tax provisions during

the year, reviewed the key judgements in relation to the calculation of the uncertain tax

provisions, the external professional advice obtained to support the provisions and the Financial

Statements disclosure requirements in the current year, including the disclosure of the Group’s

impact assessment of Pillar II; and

•  The Audit Committee challenged management on the key judgements and estimates

underpinning both the provisions and disclosures adopted for the most significant components

of the taxation liabilities and the underlying assumptions for the recognition of deferred tax

assets, principally the availability of future taxable profits and the utilisation period.

#### Audit Committee Report continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Review of statutory auditor

The Audit Committee oversees the

relationship with the statutory auditor,

including ensuring that the statutory

audit contract is put out to tender at

least every 10 years. Deloitte (who were

succeeded by Deloitte Ireland LLP) were

appointed as the Group’s statutory

auditor on 27 April 2016 following a formal

tender process in 2015. It is anticipated

that the next audit tender process will

commence in 2024 to help facilitate an

appropriate transition commencing in

2025.

The Audit Committee reviewed the

approach and scope of the annual audit

work to be undertaken by the statutory

auditor, which included planned levels

of materiality, signiﬁcant risks and

key audit matters, the audit of the

Group’s core ﬁnancial IT systems, fraud

responsibilities and representations, the

proposed audit fee and the approval of

the terms of engagement for the audit.

The Committee also considered the level

of supervision and review by the Group

audit team in all component audits.

The Audit Committee received a number

of updates from Deloitte Ireland LLP

with regard to the evolving regulatory

requirements for ESG reporting and the

recent corporate governance updates

including:

•  ESG’s current landscape and future

developments and the importance

of achieving an appropriate balance

between the climate-related

disclosures in the management

commentary and the disclosures in the

ﬁnancial statements;

•  Accounting and Regulatory

updates (e.g., IAASA, FRC and IFRS

technical updates) and commentary

including the investor and regulator

expectations of corporate reporting;

•  Update on International Tax Reform -

Pillar II; and

•  the revised UK Corporate Governance

Code.

Independence and objectivity of the

statutory Auditor

To ensure the independence and

objectivity of the statutory auditor, the

Audit Committee:

•  maintains and regularly reviews the

Group’s Auditor Relationship and

Independence Policy;

•  considers the performance of the

statutory auditor each year;

•  monitors the nature and extent of

services provided by the statutory

auditor through an annual review of

fees paid for audit and non-audit work;

•  reviews audit partner rotation

requirements and assesses their

independence on an ongoing basis.

In line with regulatory requirements

for listed companies, the statutory

auditor is required to rotate the audit

partner responsible for the Group

audit every ﬁve years. The current

audit engagement partner, Emer

O’Shaughnessy was appointed as lead

engagement partner for the Group in

2021;

•  considers the results of IAASA’s 2022

Quality Assurance review of Deloitte

Ireland LLP; and

•  requests the statutory auditor to

formally conﬁrm in writing that they

are in compliance with relevant ethical

and professional guidance and that,

in their professional judgement, they

are independent from the Group. This

conﬁrmation process also provides

examples of safeguards that may,

either individually or in combination,

reduce any independence threat to an

acceptable level.

Non-audit services

The Glanbia Auditor Relationship and

Independence Policy includes a clearly

deﬁned pre-approval process, subject

to deﬁned monetary thresholds, for

audit and other services, including a

requirement for the business to submit a

formal template setting out the details

of the services requested, the likely fee

level, the rationale for requiring the work

to be carried out by Deloitte Ireland LLP

rather than another service provider and

conﬁrmation that the service requested

is not a prohibited service. The provision

of all non-audit services which are not

prohibited and approved in line with

our policy must be ratiﬁed by the Audit

Committee at the following meeting of

the Audit Committee, who also ensures

that the total fees for non-audit services

will not exceed the deﬁned thresholds

and that the deﬁned authorisation

process is followed.

Fees paid to Deloitte Ireland LLP for

audit-related and non-audit related

services are analysed in Note 5 to

the Financial Statements. The Audit

Committee is pleased that this policy

continues to be eectively implemented.

The Audit Committee conﬁrms that the

non-audit related services provided are

considerably below the regulatory cap

on fees for permitted non-audit services

of 70% of average audit fees over a three

year period and were provided with

appropriate safeguards in place.

In summary, the Audit Committee

conﬁrms that the policy continues to be

eectively implemented.

Effectiveness

The Chief Financial Ocer conﬁrmed

that the feedback from the Group and

subsidiary ﬁnance executives, who had

the most interaction with Deloitte Ireland

LLP in 2023, remained consistently

positive.

Overall, the Audit Committee remains

satisﬁed with the eectiveness of the

statutory auditor based on:

•  its own interactions with Deloitte

Ireland LLP during Audit Committee

meetings. Deloitte Ireland LLP

attended all the Audit Committee

meetings in 2023 and to date in 2024;

•  the quality of planning, delivery and

execution of the audit;

•  eectiveness of communications

between management and the audit

team;

•  the quality of the reports and

presentations received;

•  the robustness of the challenge

provided, particularly in relation to

judgemental and complex areas as

well as demonstrating professional

scepticism and independence;

•  their technical insight; and

•  their demonstration of a clear

understanding of the Group’s business

and its key risks.

The Audit Committee’s conclusion that

the external audit process was eective

was conveyed to the Board.

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

Glanbia plc | Annual Report and Financial Statements 

Dan O’Connor

Environmental, Social and Governance Committee Chair

#### Committee members and Committee tenure

Appointed to

the Committee

Number of full

years on the

Committee

D O’Connor (Chair)

1

1 Sep 22 1

D Gaynor

1

17 Jun 21 2

I Haaijer 1 Sep 22 1

J Murphy 17 Jun 21 2

S Talbot

2

17 Jun 21 2

M Garvey

2

30 Dec 23 <I full year

1  D O’Connor succeed D. Gaynor as Chair of the ESG Committee on the 30 December 2023.

2  S Talbot stepped down as an ESG Committee member on the 30 December 2023, and was replaced

by M. Garvey on the same date.

See pages - for more information on current Environment, Social and Governance

Committee members.

Environmental, Social and

#### Governance Committee Report

#### Terms of reference

The full terms of reference of the

Environmental, Social and Governance

(“ESG”) Committee can be found on the

Group’s website: www.glanbia.com or can

be obtained from the Group Secretary

and Head of Investor Relations.

#### Key responsibilities

Assisting the Board in defining and

regularly reviewing the strategy of the

Group relating to ESG matters and in

setting relevant key performance

indicators.

Developing and reviewing regularly the

policies, programmes, codes of practices,

targets and initiatives of the Group

relating to ESG matters, ensuring they

remain effective and up to date and

consistent with good industry practice.

Providing oversight of the Group’s

management of ESG matters and

compliance with relevant legal and

regulatory requirements, including

applicable rules and principles of

corporate governance, and recognised

international standards.

Reviewing and supporting progress made

against the Group’s core ESG strategies

including: Environmental Sustainability;

Health and Safety; Food Safety and

Quality; and Diversity, Equity and

Inclusion (“DE&I”).

Reviewing the quality and integrity of

internal and external reporting of ESG

matters and performance to ensure that

the Group provides appropriate

information, complies with reporting

obligations and meets international

reporting standards and is transparent

regarding its ESG related policies with the

investment community.

Reporting on these matters to the Board

and, where appropriate, making

recommendations to the Board.

Reporting as required to the shareholders

of the Company on the activities and

remit of the ESG Committee.

#### Embedding

#### sustainability across

#### our organisation

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Dear shareholder,

As Chair of the ESG Committee, I am

pleased to present the Committee’s

report for the year ended 30 December

2023.

In recognition of the importance

of Glanbia’s understanding and

management of our impact on the

environment and society, and the related

impacts these factors have on us as

an organisation, our ESG Committee

is operating to provide the Group with

rigour, support and challenge on ESG

matters. This report outlines our activities

in support of this aim, and how we have

discharged the responsibilities delegated

to the ESG Committee by the Board. This

report should be read in conjunction

with the Sustainability section on pages

46-71 and People section on pages 28-31

which provide details of the ambition and

progress made to date.

As announced at the end of the year,

I succeeded Donard Gaynor as Chair

of the ESG Committee. I would like to

take this opportunity to sincerely thank

Donard for his work in overseeing the

establishment of this Committee, back

in 2021, and the strong leadership he has

demonstrated, with notable milestones

such as the increasing of our Scope 1

and 2 carbon emissions reduction target

achieved during his tenure as Chair.

I would also like to recognise the

signiﬁcant contribution of Michael

Patten, former Chief ESG and Corporate

Aairs Ocer, who retired during the

year.

At Glanbia we are focused on delivering

better nutrition in a responsible way and

achieving incremental improvements

in our impacts for all stakeholders. Our

Group sustainability strategy (as outlined

on page 49) sets out our clear priorities

based on the most material ESG topics to

our business and stakeholders.

The ESG Committee formally met three

times last year. At each meeting, the ESG

Committee received an update on the

performance of our environmental pillars

including carbon emissions, water, waste

and packaging and the actions taken to

support the Group’s climate action agenda.

#### Climate change

A joint session of the ESG and Audit

Committees was held on the 26 January

2024, which included an ESG training

session presented by an expert third-

party. The relevant ESG annual report

disclosures including our Task Force on

Climate-related Financial Disclosures

(“TCFD”) Report was presented to

the Committee by the Head of ESG

Governance and Reporting. Reﬂecting

the integration of the management of

our most material ESG topics, climate

change is noted as one of the Group’s

principal risks reviewed by the Audit

Committee as part of the Group Risk

Management Framework.

The 2023 TCFD report 64-70 outlines

and evaluates the potential impacts of

climate-related risks and opportunities

that face the business and the wider

value chain under a number of climate

scenarios. This has supported the

Committee in assessing our current

strategy, including our associated

environmental transition plans, and

reviewing our resilience against a number

of dierent potential climate scenarios.

In the context of the Group’s Board

approved transition plan for Scope 1 and

2 carbon emissions reduction pathway

to 2030, in line with the Paris Agreement,

against a 2018 baseline, the Committee

was updated on progress made during

2023, and the focus areas for 2024 and

beyond. This aided the Committee

in understanding the strategic and

operational impacts of these measures

which have also been incorporated into

the overall Group’s strategic plan. These

include the Group energy procurement

strategy and pipeline of capital energy

eciency projects, supported by real

time data provided by the Energy

Management System installed within our

largest sites during the year in review.

The Committee recognises the

materiality and importance of reducing

our Scope 3 dairy emissions while

acknowledging its inherently complex

and challenging nature, as these

emissions relate to those generated in

our value chain. Our approach is one

of partnership with suppliers and the

wider dairy industry with a focus on data

quality, collaboration and supporting

a commercial business case to build

eciencies and decarbonise operations.

During 2023 we focused on three core

strategic elements:

•  On-farm footprinting, informing farm

speciﬁc recommended solutions

including practices and technologies;

•  Building an economic impact model

assessing the viability and cost

eectiveness of GHG interventions and

associated market value; and

•  Focusing on our reporting

requirements and assessing the

implications of changes to GHG

reporting standards and evolving our

Science Based Target initiative Scope

3 model.

In 2024, we are committed to ﬁnalising

this transition plan for a Scope 3 carbon

emission reduction pathway to 2030

based on these core elements. The

Committee recognises this transition

plan as a signiﬁcant step forward

towards managing our most signiﬁcant

environmental impact.

#### Regulatory reporting

#### environment

The Committee endorses the

importance of greater transparency

and consistency in reporting to meet

stakeholders requirements such as our

investors, customers and employees.

I welcome the progress made by the

European Commission and International

Sustainability Standards Board (“ISSB”)

who have publicly committed to

ensure interoperability between these

sustainability reporting standards. I

also note that these standards have

leveraged existing frameworks and

voluntary standards such as the TCFD

framework and Global Reporting

Initiative (“GRI”) further consolidating

reporting requirements.

In this context, the Committee has

been updated at each meeting on the

steps taken to ensure readiness for

these reporting requirements, with

particular focus on the EU Corporate

Sustainability Reporting Directive.

This includes the establishment of a

dedicated ESG Reporting and Systems

Steering Committee to oversee our

implementation plan, which comprises of

a multi-discipline senior leadership group

reﬂecting the wide-reaching nature of

these standards.

In terms of execution a dedicated project

team is in place, which reports into the

Steering Committee. This team has

established and manages individual

workstreams mapped back to a central

tracker which monitors our progress

against each reporting requirement.

This includes the implementation

of our sustainability reporting

control framework with the following

fundamental elements: deﬁned roles and

responsibilities; process documentation;

controls; and the associated data and

system improvements by workstream.

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

Glanbia plc | Annual Report and Financial Statements 

In 2024, we will continue to report under

the GRI reporting standards, and an

individual GRI report will be released

in March 2024. We are committed

to transparently disclosing against

our most material ESG topics, clearly

demonstrating our progress year on year.

#### Diversity, equity and inclusion

(“DE&I”)

Our DE&I vision is to advance a culture

where we celebrate individuality, knowing

that together we are more. This vision

is supported with a commitment to

educate and build awareness around

DE&I across the organisation through our

Employee Resource Groups, webinars,

social media and other forms of training

for all employees. Progress in leadership

and talent acquisition continues to be

evidenced through our female leadership

targets. I was particularly pleased to see

that we are ahead of schedule on the

execution of our current strategy. Refer

to page 30. Our focus for 2024 will be

to reset our timeline and establish new

goals.

#### Health and safety

2023 was a year of continued progress

in our mission to ‘Zero Harm’, following

signiﬁcant reductions in injury rates

and zero critical injuries reported the

previous year. This strong performance

has continued, demonstrating the

eectiveness of our health and safety

approach, underpinned by our culture of

excellence across our sites.

#### Food safety and quality

The Group’s food safety and quality

standards continue to meet industry best

practice, with all manufacturing sites

maintaining an externally recognised

food safety certiﬁcation. In 2023, we

also reviewed our internal management

system, the ‘Glanbia Quality System’

(“GQS”), to ensure alignment with best

practice standards through a third-party

review.

#### Priorities for 2024

The ESG priorities for the Committee in

the ﬁnancial year ending 4 January 2025

will be:

•  Monitoring the progress made against

our stated commitments – with a focus

on our Scope 3 delivery, and wider

value chain including biodiversity and

circular economy related impacts.

Environmental, Social and

#### Governance Committee Report continued

Group Chairman and Workforce Director Donard Gaynor speaking with Glanbia employees as part of his visits to Glanbia

sites in the US, Europe and Asia.

•  Further enhancing of our

understanding of the impact

of climate-related risks and

opportunities on the Group, through

enhanced impact analysis using the

TCFD framework.

•  Ensuring the momentum made within

our people pillar continues, with

continued progress within our DE&I

strategy. The non-negotiables of our

health and safety and food safety

quality programmes remain aligned

with industry best practice.

•  Supporting the development of the

Group’s sustainability reporting

including required process and system

enhancements, with oversight by the

Board in the context of the increased

reporting regulations coming into

eect.

#### Membership

The ESG Committee comprises of myself

as Chair, the Chief Financial Ocer, and

three Non-Executive Directors including

the Group Chairman. Two members

constitute a quorum. The Deputy Group

Secretary acts as secretary to the ESG

Committee. At the request of the ESG

Committee, members of the Executive

Committee, senior management team

and external advisers may be invited

to attend all or part of any meeting, as

and when appropriate. As Chair, I report

to the Board after each meeting on the

nature and content of our discussion,

recommendations, and any actions to be

taken.

I would also refer you to the next page

which provides an overview of the ESG

governance structure and related roles

and responsibilities, including those of

the ESG Committee.

#### Review of Committee

#### performance

The ESG Committee assessed its

performance covering its terms of

reference, composition, procedures,

contribution and eectiveness. As a

result of that assessment, the Board and

Committees are satisﬁed that the ESG

Committee is functioning eectively and

is meeting its terms of reference.

Dan O’Connor

Environmental, Social and Governance

Committee Chair

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Glanbia plc Board

•  Oversees all aspects of ESG,

including climate change,

responsible sourcing, health

and safety, food safety and

quality, DE&I and community

related topics. Refer to the

materiality assessment page

54 for the full listing of

material ESG topics.

•  Provides rigorous challenge to

management on progress

against goals and targets.

•  Ensures the Group maintains

an effective risk management

framework, including over

climate-related risks and

opportunities.

The Board delegates specific ESG, including climate change,

oversight matters to its committees:

ESG

Committee

•  Oversees the

embedding of the

Group’s ESG Strategy,

on behalf of the Board

•  Reviews information

presented within the

ESG report

•  Oversees the Group’s

ongoing commitment

relating to TCFD

•  Oversees ESG reporting

readiness

•  Approves

recommendations from

the Group Operating

Executive in respect of

key ESG issues and

related objectives

Audit

Committee

•  Oversees the Group

Financial Statements

and regulatory

non-financial

disclosures, including

climate-related

disclosures

•  Oversees the

whistleblowing

programme

•  Oversees the Group risk

register process –

including climate

change, talent

management, health

and safety and product

safety and compliance

Remuneration

Committee

•  Supports the ESG

strategy through

alignment of the

Group’s incentive plan

to external ESG targets,

including environment

and social metrics

Nomination &

Governance

Committee

•  Oversees appropriate

personnel are

appointed to the

Group’s respective

Committees and Board,

and are provided with

adequate training and

support to meet ESG

requirements and

Group strategy

#### Group Operating

#### Executive (“GOE”)

•  Comprises of the Chief Executive

Officer, Chief Financial Officer,

GPN and GN Chief Executive

Officers, Chief Corporate

Development Officer, Chief Human

Resource Officer

•  The GOE has overall responsibility

for execution of our Group

Strategy, which has integrated our

ESG ambition within it.

•  Approves recommendations from

the ESG Centre of Excellence

•  Makes recommendations to the

ESG Committee in terms of ESG

initiatives, operational and

strategic approach to meet the

overall Group ESG agenda

•  Members of the Capital

Investment Committee –

responsible for oversight of

responsible investment activity

The following members sponsor

particular elements as follows:

CEO Glanbia Nutritionals: Group

Sustainability strategy including

integration and achievement of our

climate related targets, also quality

and health & safety programmes

Chief Human Resource Officer:

People agenda including DE&I

#### Operations Steering

#### Committee

•  Comprises of the respective Business Unit Chief Operating Officers, Sustainability, Engineering and Procurement

Senior Leadership members

•  Supports the GOE, in execution and management of our sustainability performance including actions relating to

climate-related risks at an operational level – working with both the ESG Centre of Excellence and wider Sustainability

Leadership Team

#### ESG Centre

#### of Excellence

•  Comprises: the VP DE&I; SVP of QHS and SVP of Sustainability; Head of ESG Governance and Reporting; and Head of

ESG and Leadership Communications

•  Input from wider group functions including Group Finance, Corporate Affairs, Investor Relations, IT and Procurement

•  Provides expert advice and direction in respect of ESG strategy, supporting the Business Units in achieving ESG targets

and commitments

•  Monitors performance and keeps the GOE informed on areas of required focus and progress made

#### ESG Leadership

#### Team (“LT”)

Sustainability LT DE&I Committee QHS LT ESG Reporting LT

Comprises of Group and Business Unit representatives – responsible for advancing the relevant

strategic pillars and delivering the Group-wide strategy and Business Unit specific activities

#### Local

#### Business Units

The local Business Units are responsible for implementation of the Group’s ESG strategy, and ensuring workstream

delivery

The following workstreams are in place to support the respective pillars and ensure delivery of respective Business Unit

work programmes:

DE&I QHS Sustainability

Culture & Leadership, Talent

Acquisition, Commercial &

Reputation, Employee Resource

Groups, Training & Education

Food Quality & Safety,

Employee Health & Safety

Nutrition

Carbon Emissions, Water,

Waste, Packaging,

Responsible Sourcing,

Reporting

Reports to

Informs

Board level

Operational level

#### ESG Governance structure

![]()



Glanbia plc | Annual Report and Financial Statements 

#### TCFD – Governance

The Group’s Board has overseen the

continued evolution of our business to

fulﬁl this purpose, including the review

and approval of the Group’s sustainability

strategy and commitments. These

commitments encompass a clear focus

on climate action and the Board has

ongoing oversight of performance and

strategies to deliver on these. The Board

and its Committees also assess how the

Group is responding to climate-related

risks and opportunities, as part of the

overall risk management process.

Board oversight of climate change impact

The Board and/or its relevant

Committees received ﬁve dedicated

updates from senior leadership including

the Senior Vice President of Sustainability

and the Head of ESG Governance and

Reporting on matters including the

Group’s performance on its climate goals

and strategy, climate-related risks and

opportunities and our climate-related

disclosures.

In addition, details relating to climate

change are provided by other leaders

as part of their functional updates,

ensuring that it is increasingly integrated

into the broader strategic decision

making process. In 2023, the potential

climate impacts were considered by the

Board across a range of areas including

decisions on major capital expenditure

and business acquisitions.

The Board monitors and oversees

progress against climate-related targets

and goals through detailed reports of

discussions and recommendations which

are presented to it by the ESG Committee

following the conclusion of each

meeting. Refer to page 117-118 for details.

The Board also considered climate-

related metrics as part of the Group’s

ﬁnancial and business planning cycle,

and strategy assessment with climate-

related impacts incorporated within

the evaluation process. This included

review of our Scope 1 and 2 transition

plan, including the projects identiﬁed

to deliver on energy reductions and our

energy procurement strategy. A review

of our Scope 3 strategy was also a core

component of this year’s Board strategy

and planning sessions.

Management’s role in identifying,

assessing and managing climate change

impact

The Chief Executive Ocer and Executive

team (‘Group Operating Executive’) are

responsible, under Board direction, for

the execution and delivery of the Group’s

strategic plans, overseeing the delivery of

the Group’s investment ambition and the

realisation of commercial opportunities.

In recognition of the importance of

our sustainability strategy, our CEO

for Glanbia Nutritionals has overall

ownership for our sustainability strategy

execution, in the context of GN holding

the largest manufacturing footprint of

the Group, which includes the Group’s

dairy processing sites. While our Head

of ESG Governance and Reporting is

responsible for ensuring the Group meets

its required reporting and governance

requirements to support stakeholder

needs and also that ESG metrics

including climate change impacts are

appropriately considered as part of any

capital acquisition or investment.

To support our Group Operating

Executive, Glanbia evaluates and

manages our sustainability performance

including actions relating to climate-

related risks and opportunities through

our senior leadership structures including

our Operations Steering Committee. The

committee comprises of the respective

Business Unit Chief Operating Ocers

and the Sustainability, Engineering and

members of the Procurement Senior

Leadership. The following were key

agenda items during 2023:

•  Updates on performance against

stated targets.

•  Progress made on approved

initiatives to support delivery of our

decarbonisation transition plan.

•  Update on evaluated impact of

potential climate-related risks and

opportunities identiﬁed.

•  Presentation of the Sustainability Risk

Register, incorporating all climate-

related risks identiﬁed.

Separately management report monthly

to the Board through a monthly Board

Report, supported by formal Board

and strategy meetings, on all matters

relating to the performance of the Group

including climate change matters.

Climate change and remuneration

Glanbia’s remuneration approach

ensures that executive remuneration is

aligned to the Group’s purpose, culture

and values, supports strategy and

promotes the long-term success of the

company. The Long-Term Incentive Plan

(“LTIP”) for Executive Directors and senior

leaders reﬂects this through the three key

areas of growth, return and sustainability.

The incentive plan considers core

sustainability metrics linked to our

sustainability strategy. The metrics used

include carbon reduction, speciﬁcally

the progress towards our science-based

targets on Scope 1 and 2 emissions, water

and packaging.

More details on this can be found in the

Remuneration Committee Report on

pages -. For further details on

Group Governance, see our Corporate

Governance Report on pages -.

Principal Actions during 2023

Board  Considered and approved the strategic plans as part of the annual update process, taking into

consideration the integration of climate change related actions.

Considered and approved the Group’s risk appetite.

ESG Committee Received and considered updates on the Group’s sustainability and climate-related targets, actions

and performance.

Audit Committee Received and considered regular updates on the Group’s principal and emerging risks and

uncertainties, including those that could threaten its business model, future performance, solvency or

liquidity. This included the impact of climate-related risks on the Group’s accounting judgements,

disclosures, processes and financial statements.

Remuneration Committee Considered and finalised appropriate ESG-related targets for inclusion in the Group’s Performance

Share Plan. This included a specific component related to decarbonisation.

Nomination & Governance

Committee

Actively reviewed and monitored the structure, size, composition and balance of skills on the Board.

Environmental, Social and

#### Governance Committee Report continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Donard Gaynor

Nomination and Governance Committee Chair

#### Committee members and Committee tenure

Appointed to

the Committee

Number of full

years on the

Committee

D Gaynor (Chair) 12 Dec 14 9

R Brennan 20 Jan 21 3

D O’Connor 12 Dec 14 9

See pages  to  for more information on current Nomination and Governance

Committee members.

#### Nomination and Governance Committee Report

#### Terms of reference

The full terms of reference of the

Committee can be found on the Group’s

website: www.glanbia.com or can be

obtained from the Group Secretary and

Head of Investor Relations.

#### Key responsibilities

Assessing the composition, structure and

size (including skills, knowledge,

experience and diversity) of the Board

and its Committees and making

recommendations on appointments and

reappointments to the Board.

Planning for the orderly succession of

new Directors to the Board and of senior

management, taking into account the

challenges and opportunities facing the

Group, together with the variety of

expertise and diversity required on the

Board.

Keeping up to date and fully informed

about strategic issues and commercial

changes affecting the Group and the

market in which it operates.

Keeping under review the leadership

needs of the Group, both executive and

non-executive, with a view to ensuring the

continued ability of the Group to

compete effectively in the market place.

Reviewing the talent capability across

the Group.

Keeping the extent of Directors’ other

interests under review to ensure that the

effectiveness of the Board is not

compromised.

Overseeing the performance review of

the Board, its Committees and individual

Directors.

Keeping under review corporate

governance developments with the aim

of ensuring that the Group’s governance

policies and practices continue to be in

line with best practice.

Ensuring that the principles and

provisions set out in the Irish Corporate

Governance Annex (the “Irish Annex”) and

the UK Corporate Governance Code 2018

(the “Code”) (together the “Codes”) (and

any other governance code that applies

to the Company) are observed and

implemented.

Reviewing the disclosures and

statements made in the Directors’ Report

to the shareholders.

Reviewing the results of the Board

performance review.

#### Board Gender as at 30 December

2023

Male – %

Female – %

#### Board Independence excluding

#### the Group Chairman as at

#### 30 December 2023

Independent – %

Non-independent – %

Fostering a culture of

diversity, equity and

#### inclusion

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

Glanbia plc | Annual Report and Financial Statements 

Dear Shareholder,

On behalf of the Board and the

Nomination and Governance Committee

(the “Committee”), it is my pleasure to

present the Nomination and Governance

Committee Report for the year ended

30 December 2023.

The Committee had a busy year

continuing its focus on succession

planning, and overseeing a number

of changes in the composition of the

Board. We selected a successor to

Siobhán Talbot and oversaw the selection

and appointment process for a new

independent non-executive director and

also oversaw the appointment of a new

Senior Independent Director.

Glanbia’s values are at the heart of our

business and culture, and for this to be

the case, it is essential that the Board

and each individual Director, our senior

leadership team and our wider workforce

share these values. We believe in leading

by example, and it is a paramount

responsibility of the Committee to

oversee the review of the Board to ensure

these values are being maintained

and encouraged in every facet of our

business.

We believe that Board members

should bring a blend of expertise and

skills with a variety of perspectives, to

facilitate constructive discussions and

eective, balanced decision-making.

In this regard, the Committee keeps

Board composition under constant

review, continuously evaluating the

composition, balance and performance

of the Board and of its Committees,

identifying and recommending to the

Board the appointment of new Directors

and Committee members to ensure

that the Board and its Committees are

comprised of an appropriate balance

of independence, skills, knowledge,

experience and diversity so that they

are eective in discharging their

responsibilities and in having holistic

oversight.

The Committee also identiﬁes the

leadership needs of the Group,

overseeing talent and succession

plans for senior roles and monitors the

Group’s compliance with, and approach

to, all applicable legal, regulatory

and guidance related to corporate

governance matters.

We consider the current size and

composition of the Board to be

appropriate and that the Board as a

whole has the appropriate blend of

skills, knowledge and experience, from

a wide range of industries, regions and

backgrounds, necessary to eectively

lead the Group. The Board skills matrix on

page 101 provides valuable insights into

our collective and individual strengths on

the Board.

#### Board appointments

One of the primary areas of focus of the

Committee in 2023 was to oversee the

selection and appointment of a new

Chief Executive Ocer and Executive

Director to succeed Siobhán Talbot.

On 16 August 2023, it was announced

that after 10 years in the role, Siobhán

Talbot would retire as Group Managing

Director eective 31 December 2023.

The process to appoint a new Chief

Executive Ocer involved reviewing

both the internal talent pipeline, external

talent landscape and working with an

independent executive search ﬁrm, which

is a signatory to the Voluntary Code of

Conduct for Executive Search Firms and

does not have any other connection with

the Company or any individual Director.

The search culminated in Hugh McGuire

being announced as the incoming Chief

Executive Ocer eective 1 January

2024. Hugh has led Glanbia Performance

Nutrition through an outstanding

period of transformation, growth and

performance over the last ten years and

I look forward to working closely with

him. Siobhán remained with the business

until 26 January 2024 when she formally

retired from the Group.

Further information on the process of

appointing the Chief Executive Officer can

be viewed on page .

The Committee also oversaw the

appointment of a new Independent

Non-Executive Director, following

the retirement of Society-nominated

Directors Patsy Ahern and John Murphy

on 4 May 2023. The Committee led

this process and was supported by an

independent executive search ﬁrm, Egon

Zehnder, which does not have any other

connection with the Company or any

individual Director. Gabriella Parisse, an

Italian citizen residing and working in the

USA was identiﬁed for this role and was

appointed eective 1 June 2023. Gabriella

brings signiﬁcant experience in consumer

brand development, the food ingredients

industry and strategic leadership of

multinational businesses.

There was also a number of changes

to the composition of the Group’s

Committees in 2023. Further details are

set out on page 125.

Biographical details for Gabriella Parisse

are set out on page .

#### Board review

During 2023, in line with our agreed

triennial board review cycle, the

Committee oversaw an external review

of the eectiveness of the Board and its

Committees. The results of this process

were positive and provided the Board

with assurance that it was operating

eectively. Information on the review

process and a summary of the outcomes

of the Board review and the areas of

focus for 2024 arising therefrom are set

out in more detail on page 105.

#### Committee aims for 2024

In 2024, Board composition, balance and

diversity (both gender and ethnicity),

senior management succession planning

and governance oversight will continue to

be priorities for the Committee.

We will continue to support the

Board’s broader oversight of talent

and succession, ensuring that the

frameworks through which the Board

analyses and evaluates these matters are

thorough, fair and robust. Additionally,

the Committee will continue to lead

Non-Executive Director search activity

and Board renewal with an emphasis

on diversity to ensure that at the

appropriate time the Group can attract

new Directors with the right balance

of skills to support its future strategic

priorities.

The following pages provide further

details on the roles and responsibilities

of the Committee and its governance

duties.

On behalf of the Nomination and

Governance Committee

Donard Gaynor

Nomination and Governance Committee

Chair

#### Nomination and Governance Committee Report continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Board composition and diversity

The Committee monitors Board

composition, leadership and succession

needs of the Group to ensure the Group

has an eective board which provides

the highest standards of governance to a

globally diverse business and whose role

is to promote the long-term sustainable

success of the Group and to generate

value for our shareholders. Many of our

Board members have gained signiﬁcant

and relevant international industry speciﬁc

experience throughout their careers and

the Board reﬂects the need as outlined

by the Code for an eective board to

maintain a balance of skills knowledge

and experience. Under the Relationship

Agreement dated 5 May 2021, Tirlán Co-

operative Society Limited (the “Society”)

has the right to nominate three Directors

to the Board.

Critical to our success is ensuring a

culture that complements the delivery

of our strategy. The Board continues

to focus on engendering a corporate

culture that is more diverse, equitable

and inclusive and on ensuring that this

aligns with the Group’s purpose, values

and strategy. We strongly believe that

diversity throughout the Group and at

Board level is a key driver of business

success. We recruit talented Board

members who have the appropriate

mix of skills, capabilities and market

knowledge. When recruiting, we look

across all sectors and non-traditional

talent pools, and we require diversity on

our shortlists.

Details of our Board diversity policy

is contained on page 102. In 2020, the

Group agreed that as new appointments

are made, the target is that a minimum

of 50% of the Independent (of the

Society) Non-Executive Directors will

be female. The Group continued to

honour this commitment in 2023 with the

appointment of Gabriella Parisse. As at

30 December 2023, the Board had met

each of the FCA Listing Rules (LR) and

the FTSE Women Leaders Review gender

targets of achieving a minimum of 40%

female representation on the Board,

and the additional target of having at

least one senior board position held by a

female. The Group did not meet the FCA

LR target of having at least one Director

from a minority ethnic background

as the Group concentrated its recent

recruitment eorts on gender and

nationality. Gender and ethnic diversity

will remain a key focus for future Board

recruitment.

#### Governance in action

CEO Appointment

An independent, executive recruitment agency was appointed to assist

with the process.

Assessment

Key skills and requirements for the role were prepared, reviewed and

approved by the Nomination and Governance Committee taking into

account the strategic objectives of Glanbia and its culture.

Search

A list of potential external and internal candidates was reviewed by the

Nomination and Governance Committee.

Screening

The Group Chairman led the selection process which was reviewed and

approved by the Nomination and Governance Committee.

Remuneration

Remuneration arrangements for the CEO role were reviewed and

approved by the Remuneration Committee in line with the Company’s

Remuneration Policy.

Approval

The Nomination and Governance Committee recommended the

appointment of Hugh McGuire as Glanbia’s next Chief Executive Ocer

to be appointed on 1 January 2024. The Board unanimously approved the

appointment and a regulatory announcement was released on 16 August

2023.

Requirement

A preliminary assessment of potential external and internal candidates

was conducted by the recruitment agency and reviewed by the

Nomination and Governance Committee.

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

Glanbia plc | Annual Report and Financial Statements 

#### Succession planning

Oversight of succession planning is one

of the Board’s primary responsibilities,

assisted by the Committee. The

Committee leads a formal and

transparent process for all Board

appointments and is responsible for

ensuring that plans are in place for

orderly Board and senior management

succession. In addition, the Committee

ensures that the Group’s governance

framework facilitates the appointment

and development of eective Directors

and management that can deliver

shareholder value over the longer term.

The Committee is also heavily focused

on the leadership needs of the Group at

senior management level and regularly

receives updates from the Chief Human

Resources Ocer. Crucial to the

successful delivery of our strategy is

attracting and retaining strong, diverse

talent who have an anity to our culture.

Our culture is a major contributing factor

to the delivery of long-term success for

our stakeholders and this makes the

eective internal management of that

talent absolutely critical to ensuring that

Glanbia’s unique culture is preserved

as far as possible. The Committee

plays a key role in embedding a positive

culture by ensuring that our succession

planning and appointment process

identiﬁes candidates who are exemplars

of our values. Our induction and training

programmes and the annual performance

review process promotes these values in

all of our Directors and employees.

A key area of focus of the Committee in

2023 was to oversee the selection and

appointment of a new Chief Executive

Ocer and Executive Director to succeed

Siobhán Talbot. On 16 August 2023 it was

announced that after 10 years in the role,

Siobhán Talbot would retire as Group

Managing Director eective 31 December

2023. Hugh McGuire was announced

as the incoming Chief Executive Ocer

eective 1 January 2024.

The Committee is satisﬁed that eective

succession plans for Directors and

senior management are in place to

ensure the continued ability of the Group

to implement strategy and compete

eectively in the markets in which it

operates in a manner that fosters the

Company’s culture and values.

#### Independent Non-Executive

#### Director appointment

In 2023, in accordance with the planned

reduction of the Society’s representation

on the Board, an Independent Non-

#### Governance in action

Non-Executive Director appointment

Gabriella Parisse were appointed to the Board with eect from 1 June

2023. The key stages of the nomination process are outlined below.

Assessment

The Nomination and Governance Committee assessed the skill set,

experience and diversity on the Board, the requirements to meet the

Group’s strategic plans, together with the planned retirements from the

Board over the coming years.

Search

The Nomination and Governance Committee and the Group Secretary and

Head of Investor Relations led the search process and were assisted by

global talent search ﬁrm, Egon Zehnder.

Interview

A shortlist of potential candidates went through a two stage interview

process meeting with the Group Chairman and the Group Secretary and

Head of Investor Relations, initially. Second round interviews involving

a number of Non-Executive Directors of the Company as well as the

members of the Nomination and Governance Committee and the

Executive Directors were undertaken.

Approval

Following a successful interview round, and a check for any disclosures

required under Listing Rule 6.1.66 of the Euronext Dublin Listing

Rules and 9.6.13 of the FCA Listing Rules, the Group Chairman took

independent references on the candidate and then discussed suitability

with the Nomination and Governance Committee. The Nomination and

Governance Committee then recommended the appointment to the Board

for ﬁnal approval.

Requirement

The Committee agreed to prioritise diversity of gender and nationality to

enable the Company maintain its objective that 50% of the Independent (of

the “Society”) Non-Executive Directors be female. Such candidate would

bring the following mix of skills and experience: marketing background with

CEO, President, General Manager, or other commercial leader experience;

US market experience; food ingredients industry experience; food or wider

consumer products experience; previous board experience and a cultural ﬁt.

#### Nomination and Governance Committee Report continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Executive Director recruitment and

selection process was undertaken

to identify a new Independent Non-

Executive Director, taking into account

the Group’s commitment to diversity at

all levels of the organisation.

Egon Zehnder, global talent search

ﬁrm, was engaged to assist in the

identiﬁcation of suitable candidates for

appointment as a Non-Executive Director

to the Board. Please refer to ‘Governance

in Action’ on page 124 for a detailed

description of the process.

#### External directorships

The Board beneﬁts from the experience

and perspective that its Directors

bring to the Group from other external

appointments that they may hold. Board

members are required to devote adequate

time to performing their duties which

includes preparation for and attendance

at Board meetings, attendance at training

and development sessions and visits to

our sites. Prior to appointment, potential

independent non-executive directors

are required to disclose details of their

other signiﬁcant commitments to ensure

that they have adequate capacity to

commit to the position. Existing directors

are required to obtain approval of the

Board, prior to accepting any signiﬁcant

additional roles.

#### Committee changes

There were a number of changes to the

membership of the Board Committees in

2023:

•  Gabriella Parisse was appointed to

the Development Committee on 1 June

2023;

•  Dan O’Connor was appointed Chair

of the ESG Committee eective

30 December 2023 succeeding Donard

Gaynor who remains a member of the

ESG Committee;

•  Siobhán Talbot retired from the ESG

Committee on 30 December 2023; and

•  Mark Garvey was appointed to the ESG

Committee on 30 December 2023.

Workforce Engagement Director

During 2019, the role of Donard Gaynor,

an Independent Non-Executive Director

(at that time, and now Group Chairman),

was expanded to include oversight

of workforce engagement to further

improve Board involvement in this area

and to gather employees views and

communicate them to the Board so that

employees’ views can be considered

in Board discussions and decision-

making. Details of the Group Chairman’s

engagements with employees during

2023 are set out on page 96.

#### Regular matters

A number of regular matters were

considered by the Committee in

accordance with its terms of reference,

such as:

Review of Non-Executive Directors’

independence in accordance with the

guidance in the Codes

The Board review and review process

considered the independence of each

of the Non-Executive Directors, taking

into account their integrity, objectivity

and contribution to the Board and its

Committees. A rigorous internal review

was carried out in respect of those Non-

Executive Directors who served longer

than six years.

The Board is of the view that the following

behaviours are essential for a Non-

Executive Director to be considered

independent:

•  provides an objective, robust

and consistent challenge to the

assumptions, beliefs and views of

senior management and the other

Directors;

•  questions intelligently, debates

constructively and challenges

rigorously and dispassionately;

•  acts at all times in the best interests of

the Company and its shareholders; and

•  has a detailed and extensive

knowledge of the Company and the

Group’s business and of the market

as a whole which provides a solid

background with which they can

consider the strategy of the Company

and the Group objectively and help the

Executive Directors develop proposals

on strategy.

The Board also gives due regard to

applicable legislation. The Board and the

Committee believe that all Non-Executive

Directors demonstrated the essential

characteristics of independence and

brought independent challenge and

deliberations to the Board.

The reviews took into consideration

the fact that Donard Gaynor (who

was independent on his appointment

as Group Chairman), Dan O’Connor,

Brendan Hayes, John G Murphy and

Patrick Murphy have each served on the

Board for more than nine years, a factor

the Codes state could be relevant to

the determination of a Non-Executive

Director’s independence. The Codes

also make it clear, however, that a

director may be considered independent

notwithstanding these facts. This reﬂects

the Board’s view that independence is

determined by the Director’s character

as set out above. Nevertheless, Donard

Gaynor (who was independent on

appointment), Dan O’Connor and the

Non-Executive Directors nominated by

the Society are not considered by the

Board to be independent for the purposes

of the Codes.

Extension of tenure(s)

On 11 August 2021, the Board extended

the tenure of Donard Gaynor as Group

Chairman until 2025. The Board remain

unanimous in its view that the Group

Chairman continues to provide strong,

objective and eective leadership to

the Board notwithstanding that he

has served on the Board for more than

nine years. The Board believes that the

extension of the Group Chairman’s tenure

for a limited period beyond nine years

was warranted in this particular instance

to facilitate eective succession planning

and the development of a diverse board.

Dan O’Connor has indicated that he

intends to remain on the Board until the

2025 AGM to facilitate ongoing Board

succession planning.

Election or re-election of Directors

The Committee continues to be of the

view that all Directors should be re-

elected to the Board at the Company’s

AGM. Accordingly, all Directors are

seeking election or re-election at the

2024 AGM. The Group Chairman has

conﬁrmed that each of the Directors

continue to be eective members

of the Board and demonstrate their

commitment to their responsibilities. The

Committee assessed the Non-Executive

Directors’ time commitment considering

both the time required for Glanbia Board

and Committee appointments and the

number and nature of the Directors’

external commitments. All Non-Executive

Directors continue to demonstrate that

they have sucient time to devote to

their present role on the Board. This

was also a consideration of the Board

in assessing potential candidates for

the role of Independent Non-Executive

Director in 2023.

Committee performance

The Committee assessed its

performance covering its terms of

reference, composition, procedures,

contribution and eectiveness. The Board

and Committee are satisﬁed that the

Committee is functioning eectively and

continues to meet its terms of reference.

This view was supported by the external

review of the Board and its Committee.

![]()



Glanbia plc | Annual Report and Financial Statements 

Jane Lodge

Remuneration Committee Chair

#### Committee members and Committee tenure

Appointed to

the Committee

Number of full

years on the

Committee

R Brennan 20 Jan 21 3

P Duffy 17 Jun 21 2

D Gaynor 13 May 14 9

J Lodge (Chair) 14 Dec 20 3

K Underhill 1 Aug 22 1

See pages - for more information on the current Remuneration Committee

members.

#### Remuneration Committee Report

#### Terms of reference

The Remuneration Committee terms of

reference were reviewed and approved

by the Committee during 2023, and can

be found on the Group’s website: www.

glanbia.com or obtained from the Group

Secretary and Head of Investor Relations.

#### Key responsibilities

Determine and agree with the Board the

framework and policy for remuneration

of the Executive Directors and other

Senior Executives including the Group

Secretary as required considering the

strategic rationale for the policy,

structures and metrics, the matters set

out in paragraph 40 of the UK Code in

respect of clarity, simplicity, risk,

predictability, proportionality and

alignment to culture and consider on an

annual basis whether the policy has

operated as intended.

Oversee remuneration design and target

setting of annual and long-term incentive

arrangements, to ensure comprehensive

linkages between performance and

reward and to incentivise delivery of

Group strategy.

Determine, within the agreed policy,

individual total compensation packages

for the Executive Directors and other

Senior Executives including the Group

Secretary annually, and consider as

appropriate internal and external

measures.

Determine the compensation for the

Chairman of the Board.

Determine, within the agreed policy, any

employee share-based incentive awards

and any performance conditions to be

used for such awards.

Consider and approve Executive

Directors’ and other Senior Executives’

including Group Secretary total

compensation payable including

consideration of the exercise of discretion

to adjust formulaic incentive outturn.

Determine the achievement of

performance conditions for vesting of

Annual and Long-Term Incentive Plans

(“LTIP”).

Review and understand reward policies

and practices including the alignment of

incentives and rewards with culture.

Ensuring engagement with the workforce

to explain how executive remuneration

aligns with wider Company pay policies.

Engaging with shareholders as deemed

appropriate to explain and seek feedback

on proposed changes in approach to the

compensation of the Executive Directors.

Preparing the Remuneration Report

annually.

#### Focusing on our

#### strategic objectives

#### and sustaining

#### performance

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Dear Shareholder,

On behalf of the Board and the

Remuneration Committee, I am pleased

to present the Directors’ Remuneration

Committee Report for the year ended

30 December 2023.

2023 has been a busy year for the

Committee. We managed our usual

annual calendar of business, setting

targets for incentives for the year ahead

and reviewing incentive outturn in

addition to determining the remuneration

for our incoming Group Chief Executive

Ocer (“CEO”) Hugh McGuire. The

Committee also spent time carefully

considering how to ensure the smooth

transition of the executive leadership

team to support our new Group CEO

in driving future Group strategy and

performance.

#### Business performance 2023

As noted in the Group Chairman’s

statement, our 2023 results are

outstanding and even more so given the

economic market challenges that the

business needed to deal with. It is within

this context that the Committee has

reviewed the incentive outturn to which I

refer further below.

2023 saw Glanbia deliver its highest

earnings ever in terms of adjusted

Earnings Per Share (“EPS”), with growth in

adjusted EPS from continuing operations

of 20.5% constant currency against the

originally guided range of 5% to 10%.

Proﬁt, cash and return on capital

employed (“ROCE”) all grew in 2023.

Pre-exceptional Group EBITA increased

by 16.4%, constant currency, to $424.0

million (+15.9% reported). ROCE, a key

metric for the Group, was 12.2% and our

strong Operating Cash Flow conversion

continued at 90.4%

In April we completed the sale of

our interest in the Glanbia Cheese

joint ventures for initial transaction

proceeds of €178.9 million (comprising

cash consideration of €114 million

and repayment of €64.9 million of

shareholder loans) and in quarter four

2023 we acquired the B2B bioactive

ingredients business of PanTheryx, a US

based health and nutrition business for

consideration of $45.1 million.

#### Retirement of Siobhán Talbot

#### and appointment of Hugh

#### McGuire as Group Chief

#### Executive Officer

In August 2023, we announced Siobhán

Talbot’s intention to retire from Glanbia.

Siobhán stepped down as Group

Managing Director and from the Glanbia

Board on 31 December 2023 and retired

from the Group on 26 January 2024. On

behalf of all the Board and Committees

the Chairman has acknowledged the

contribution that Siobhán made to the

strategic evolution of the Group over her

tenure, particularly as Group Managing

Director. Siobhán is treated as a good

leaver by reason of her retirement and her

remuneration arrangements are in line

with our Remuneration Policy and set out

in full later in this Remuneration Report.

The Board was delighted to announce

the appointment of Hugh McGuire

as Group Chief Executive Ocer

eective from 1 January 2024. Hugh’s

remuneration is detailed in the section

on operation of policy for 2024. His salary

on appointment is €1,000,000 with

Short-Term Incentive Plan (“STIP”) and

LTIP opportunities at 250% and 150%

of salary respectively, in line with our

Remuneration Policy.

#### Retention award for the Group

#### Chief Financial Officer

As would be usual for any Board, with

the retirement of our Group Managing

Director and in the context of senior

leadership succession, the Board

considered how best to secure the

continuity of our executive leadership.

Having been Group CFO since November

2013, the Board agreed it was important

to ensure retention of Mark Garvey to

support our new Group CEO in driving

Group performance. As a result, the Board

decided that, subject to the Group CFO

agreement to remain with the Group for

at least 24 months from January 2024, he

should receive a special retention award

of shares.

This retention award will be an award of

42,545 shares with a value of one times

salary; calculated using the volume

weighted average Glanbia share price

for the month of December 2023 which is

€15.47. The award will vest subject to the

Group CFO remaining in employment for

a two year period to 31 December 2025.

There will be a further 12 month holding

period subject to any sales to pay taxes

on vesting. Save for the speciﬁc terms

detailed above, the general terms and

conditions for the LTIP will apply to the

retention award, including in relation to

malus and clawback, corporate events,

leaver provisions and the terms and

conditions that cannot be amended

to the recipient’s advantage without

shareholder approval.

Our current Remuneration Policy was

approved by shareholders at our 2022

AGM and is due for renewal at either the

2025 or 2026 AGM (under UK and Irish

regulation respectively). To facilitate the

implementation of the retention award a

new Remuneration Policy will be brought

to shareholders at our 2024 AGM. No

other changes are being proposed to the

remuneration policy of the Group at this

time with the Committee noting 99.29%

support for our 2022 Remuneration

Report clearly endorsing the eectiveness

of our current policy. The grant of the

award will be made under Rule 6.1.33 of

the Euronext Dublin and Rule 9.4.2 of

the UK Listing Rules, and will be settled

in market purchased shares. These

Listing Rules provide an exemption from

seeking shareholder approval to a LTIP

where the only participant is a director

and the arrangement is to facilitate in

unusual circumstances the retention

of an individual. The Committee is

comfortable with this approach, noting

the unusual circumstances of our Group

Managing Director retiring from the

Board, the appointment of a new Group

CEO and the need to ensure continuity

of the senior management team to

support the uninterrupted delivery of our

growth strategy for the beneﬁt of our

shareholders.

I wrote to our largest shareholders to

seek feedback on our proposal and

would like to thank those shareholders

that engaged with me through email

correspondence as well as those who

met with me. Our shareholders are

very supportive of Mark Garvey as an

exceptional Group CFO and a critical

member of our management team and

understand the importance of retaining

him during this period of transition for the

business.

A number of shareholders asked that

the Committee consider including

a threshold level of performance to

determine vesting or a performance

underpin. The Committee gave this

careful consideration and is satisﬁed that

the proposed structure is appropriate,

with the award granted in shares,

the value of which will be aligned to

shareholder experience over the vesting

and holding period.

During engagement, shareholders

and the proxy agencies asked that the

Committee set out in the Remuneration

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

Report the detailed rationale for the

award. This is set out below:

•  This is a one-o exceptional award

in unusual circumstances, which the

Board considers is absolutely in the

best interests of the business and

shareholders. It is not a change in

the remuneration structure for the

Executive Directors.

•  The retention of our Group CFO

provides continuity for our executive

team and ensures uninterrupted focus

on delivering our growth strategy.

•  The award is made in shares and the

value is entirely aligned to shareholder

experience over both the vesting

and holding periods (three years in

total). There is no need, therefore, for

additional performance linkage.

•  The retention award recognises

the exceptionally strong pre-grant

performance of both the business and

the Group CFO during 2023.

•  The Group CFO has incentive awards

of 350% of salary annually through his

annual STIP and LTIP awards which

drive and reward performance against

speciﬁc business metrics with 100% of

the LTIP and 50% of the STIP delivered

in shares.

•  Our Group CFO is highly regarded by

the external market, holds Irish and

US citizenship and has considerable

experience working in the US in prior

roles. In the Board’s view, the Group

CFO could easily transition to a

US-based role where market rates

of remuneration are signiﬁcantly

higher. The Committee believes it

is appropriate, therefore to have a

retention award to mitigate this risk.

•  While the Committee understands that

retention-based awards for Executive

Directors are not common practice

in Irish and UK listed companies, we

took into account that our Group pay

structures are very much aligned with

US market practice. Below Board level

in the US, in line with local market

practice, the Group operates a mix of

performance shares, restricted shares,

and retention awards. Our Executive

Directors currently have a more typical

Irish/UK incentive structure, which

is driven by shareholder and proxy

agency expectation. The Committee

further believes that, as highlighted in

the Capital Markets Industry taskforce

November 2023 open letter, it is critical

that there is a level playing ﬁeld in

respect of the remuneration structures

that we can employ in our business.

In the context of US remuneration

levels and structures, both of which

are signiﬁcantly higher than those

seen in the Irish and UK markets, the

Committee considers the proposed

award to be fair and reasonable.

#### Remuneration in respect of 2023

Executive Director base salary, benefits

and pension

Base salaries for the Executive Directors

were increased by 3.4% which the

Remuneration Committee considered

was appropriate in the context of the

average increases in the wider workforce

with a higher rate of increase in both the

US of 4.1% and the UK of 4.3%. The salary

increases for our dierent locations vary

dependent on local conditions, levels of

inﬂation and market positioning of overall

remuneration. The resulting base salary

for the Group Managing Director from

1 January 2023 was €1,144,002 and for the

Group CFO was €633,015.

Pension contributions were aligned to the

workforce at 12% of salary and beneﬁts

remained unchanged.

 Annual Incentive

The annual incentive for the Group

Managing Director and Group CFO

remained at 250% and 200% of salary

respectively, with 50% of the incentive

deferred into shares in accordance

with policy. Annual incentive measures

and weightings for 2023 were also

unchanged from 2022 and comprised

70% ﬁnancial targets (adjusted EPS and

Cash Conversion, with a 50% and 20%

weighting respectively), strategic (20%

weighting) and ESG (10% weighting)

objectives.

The Group’s performance against all key

ﬁnancial targets for 2023 was strong,

progressively upgrading earnings

guidance during the year as the Group

navigated changing market dynamics.

The Group exceeded its maximum

growth target for adjusted EPS (20.5%

growth vs annual incentive maximum of

9%, constant currency). The Group also

exceeded target for cash conversion

(90.4% vs annual incentive target 80%).

In respect of the ESG measures, female

hiring exceeded the maximum target with

voluntary female turnover above target

performance reﬂecting our signiﬁcant

internal focus on gender balance. The

Executive Directors performed strongly

against the operating and strategic

objectives set by the Remuneration

Committee.

The formulaic outcome of the annual

incentive is 98% of maximum for the

Group Managing Director and 98.8% of

maximum for the Group CFO, reﬂecting

a year of very strong performance.

Full details on the targets and related

performance can be found on page 137 to

137. 50% of the annual incentive earned

is deferred into shares with 30% released

after two years and the remaining 20%

after three years.

 Share Awards Vesting

The vesting of the 2021 LTIP is determined

by performance over the three-year

performance period to 30 December 2023,

measuring adjusted EPS Growth (50%

weighting), Group ROCE (30% weighting),

relative Total Shareholder Return (“TSR”)

against the STOXX Europe 600 Food and

Beverage Index (10% weighting) and ESG

sustainability metrics (10%).

The formulaic vesting outcome for both

the Group Managing Director and Group

CFO for the 2021 share awards is 100%

of maximum. The full vesting of the 2021

awards reﬂects the exceptionally strong

performance of our Executive Directors

and the Group over the last three years.

The team delivered on both the strategic

and annual performance agenda for the

Group against an extremely challenging

business environment. We emerged from

the Covid 19 pandemic into a dicult

economic backdrop with the Ukraine war,

supply chain challenges, energy crisis

and high inﬂation.

The Committee carefully considered

the incentive outcomes for the year in

light of all the matters set out above

and, noting our strong share price

performance, concluded that the

outcomes are appropriate and no

discretionary adjustments are required.

The Committee has noted that the

incentive quantum delivered over both

the STIP and LTIP is as a result of the

Group’s outstanding performance. This

outcome reﬂects the high STIP and LTIP

vesting levels as well as the LTIP award

level granted under our previous policy

(where the Group CEO STIP maximum

was 150% of salary and LTIP 250% of

salary) and the STIP payment level under

our current policy (where the Group CEO

STIP maximum is 250% of salary and

the LTIP 150% of salary). As part of its

considerations the Committee noted

that the 2021 share award was granted

at normal award levels based on a €11.51

share price. This followed a scale back of

award levels in 2020 when the grant price

was €8.79. The Committee is comfortable

that the value of the 2021 share award on

vesting reﬂects the strong performance

of the Group and is not in any way the

result of a windfall gain.

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OTHER

INFORMATION

The 2021 share awards will not vest before

17 March 2024, the third anniversary

of grant. Full details of the targets and

related performance can be found on

page 140.

 Share Awards

2023 share awards were made under the

Remuneration Policy with grants of 150%

of salary to both Executive Directors.

The metrics and weightings were

adjusted EPS (40%), ROCE (40%) and ESG

sustainability measures (20%). The share

price on grant was €13.76 compared to

the share price for the 2022 award of

€11.83.

#### 2024 operation of Remuneration

#### Policy

Executive Director Fixed Remuneration

Our new Group CEO is appointed on a

base salary €1,000,000.

The base salary of the Group CFO

is increased by 4% from €633,015 to

€658,336 eective 1 January 2024. The

Remuneration Committee considers that

this increase is appropriate in the context

of the average increases in the wider

workforce with increases planned in the

US, Ireland and the UK of between 4%

and 4.4%.

During 2023 we completed our pension

review with no further adjustments

required to our Executive Director

pension level at 12% of salary. Beneﬁts

for our Group CFO remain unchanged

from 2023. Our new Group CEO beneﬁts

comprise company car or equivalent,

medical and life assurance.

 Annual Incentive

The maximum annual incentive

opportunity for 2024 remains at 250%

and 200% of salary for the Group

CEO and Group CFO respectively. The

performance metrics and weightings

also remain the same as for 2023, being

50% adjusted EPS, 20% Cash Conversion,

20% strategic objectives and 10% ESG

measures. The targets for the annual

incentive are commercially sensitive

and will be disclosed retrospectively

in next year’s Remuneration Report.

However, the Remuneration Committee

is comfortable that the targets set for

2024 reﬂect our business planning and

are appropriately stretching taking

into account both the annual incentive

opportunity as well as the current

economic and business environment.

 Share Awards

2024 share awards will be granted at

150% of salary for both the Group CEO

and Group CFO. Performance and vesting

will also be determined by the same key

Group performance metrics that applied

to the 2023 award of adjusted EPS (40%),

ROCE (40%) and ESG sustainability

measures (20%). Full details on measures,

weightings and targets are set out on

page 144.

Non-Executive Director

#### Remuneration

Our Chair and Non-Executive Director

fees for 2024 will be increased by 4% in

line with the increase for our Executive

Directors.

#### Conclusion

2023 was another outstanding year

for the Glanbia management team,

both from a ﬁnancial performance and

operational perspective. The Committee

is delighted that the remuneration

outcomes reﬂect the performance

delivered during the year and, in respect

of the 2021 share award, over the last

three years. The Committee reweighted

the STIP and LTIP, as part of our new

policy introduced in 2022, to provide

signiﬁcant focus on shorter term

operational performance from year-to-

year which builds sustainable growth

and returns to shareholders over the

longer term. The Committee believes

that the exceptional performance

delivered since the introduction of

our new policy demonstrates its

eectiveness supporting the delivery of

our business strategy and incentivising

our management team for this. The

policy is also signiﬁcantly aligned

to shareholder experience given the

signiﬁcant deferral into shares and the

required holding periods for both the

STIP and LTIP incentives. The Board is

of the view that the key policy changes

approved at the 2022 AGM are achieving

the desired outcomes. As Chair of the

Remuneration Committee, I do however

plan to seek feedback from shareholders

on the operation of our remuneration

policy well in advance of the obligatory

policy renewal date, to ensure that any

shareholders’ views are considered by the

Committee.

I would again like to thank shareholders

for their engagement and the time they

took to speak with me on the proposed

retention award for the Group CFO.

The Committee believes that the grant

of a retention award provides critical

stability to our senior leadership team as

the business moves forward under the

leadership of our new Group CEO and

believes that this is the right approach

in the best interests of the business and

its shareholders. I hope, therefore, that

shareholders will understand and support

our approach.

I look forward to receiving your support at

the AGM for (1) the advisory shareholder

resolution to approve the Remuneration

Report excluding the Directors’

Remuneration Policy, and (2) our separate

advisory shareholder resolution to

approve our new Directors’ Remuneration

Policy, including this Annual Statement

(insofar as it relates to the Retention

Award for the Group CFO).

I am available through our Group

Secretary and Head of Investor Relations

if you wish to engage with me prior to our

2024 AGM.

Jane Lodge

Remuneration Committee Chair

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

#### At a glance: Individual Executive Remuneration for the year ended 30 December 2023 (Audited)

GMD (S Talbot) CFO (M Garvey)

Base salary €1,144,002 (3.4%) increase €633,015 (3.4%) increase

Benefits Company car or equivalent, medical/life assurance

and accommodation allowance

Company car or equivalent, medical/life assurance

and tax equalisation

Pension 12% of salary (cash in lieu of pension) 12% of salary

Short-Term Incentive Plan (“STIP”)

Measures Adj. EPS (50%), Cash Conversion (20%), strategic objectives (20%), and ESG measures (10%)

Maximum opportunity 250% of salary 200% of salary

Achievement €2,802,805 (98% of max) €1,250,838 (98.8% of max)

Structure 50% of bonuses earned deferred into shares – 30% released after year 2, 20% released after year 3

Long-Term Incentive Plan (“LTIP”)

Measures 2023 award Adj. EPS (40%), Group ROCE (40%) and ESG measures (20%)

Award level 2023 award 150% of salary 150% of salary

Achievement 2021 award €3,485,421 (100% of max) €1,542,887 (100% of max)

Structure Paid in shares, subject to two-year post vesting holding period

Other Policy elements

Shareholding requirements 250% of salary

50% of shares vesting under the annual bonus and

LTIP must be retained until achieved

200% of salary

50% of shares vesting under the annual bonus and

LTIP must be retained until achieved

Post-employment

shareholding requirements

The lower of shares actually held and 100% of salary for the first year after ceasing to be an Executive

Director and 50% of salary for the second year

#### Section A: Directors Remuneration Policy 2024 - 2026

Under Section 1110M of the Irish Companies Act 2014, the Company is required to obtain shareholder approval of its Directors’ Remuneration

Policy every four years, or sooner if changes are required. UK regulations, which the Company follows as a matter of best practice, where

practicable, require a new policy to be brought to shareholders every three years, or sooner if material changes are required.

The decision-making process to develop the 2024–2026 Remuneration Policy and operation of Policy is set out in the Chair’s

Annual Statement on Remuneration and the section below on Remuneration Committee Governance and is incorporated into the

Remuneration Policy by reference.

The 2024–2026 Remuneration Policy will be subject to a shareholder advisory vote at the 2024 AGM and is expected to apply for a three-

year period. The Committee, may under Irish regulation, extend the Policy by one-year and seek shareholder approval to a new Policy

after a four-year period if this is deemed appropriate.

#### Remuneration Strategy, Policy, and Purpose

The Remuneration Policy has been developed to attract, retain and motivate executives to ensure that they perform in the best

interests of the Group and its shareholders by growing and developing the business over the long-term. Performance-related elements

of remuneration are designed to form an appropriate portion of the overall remuneration package of Executive Directors and link

remuneration to business performance and individual performance, while aligning their interests with those of shareholders.

The Policy focuses on incentivising the successful implementation of our corporate strategy, consistent with our risk management

framework. This strategy aims to deliver sustainable, superior earnings growth, solid ﬁnancial stewardship and total shareholder return

for our shareholders over the long-term through the strong performance of high-quality and committed leadership, critical to the

future development of the Group. The Group Key Performance Indicators (“KPI”s), which are detailed on pages 24 and 25, underpin the

selection of performance criteria used within the incentive arrangements.

Factors considered when developing the Remuneration Policy

The Remuneration Committee considered the following factors when developing the Directors’ Remuneration Policy:

•  Clarity – All elements of the Policy and its implementation are set out clearly in the Directors’ Remuneration Report.

•  Simplicity – The Policy is simple and straightforward with the structures used being common across listed companies.

•  Risk – The Policy has been developed so that incentive structures discourage inappropriate risk taking through use of long-term incentives, the balance

of measures used to determine variable remuneration outcomes and through features such as shareholding requirements and malus and clawback.

•  Predictability – The Policy has been constructed to have clear limits on the variable remuneration payable, with the scenario chart later in this

report providing illustrative examples of how the Policy may operate in practice.

•  Proportionality – There is a sensible balance between ﬁxed and variable pay, and variable remuneration is appropriately structured to

sustainable long-term performance.

•  Alignment to culture – Through the assessment of ﬁnancial and non-ﬁnancial performance, executives are incentivised to achieve performance

in a way that aligns to Glanbia’s values and culture.

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#### Summary of changes being made to the Directors’ Remuneration Policy

The only substantive change to the Policy is to enable the grant of a one-o retention award to the Group CFO.

There are some minor wording changes to take account of the retirement of Siobhán Talbot as Group Managing Director and the

appointment of Hugh McGuire as Group CEO.

#### Executive Directors’ Remuneration Policy table

The following table sets out the dierent elements of remuneration for the Executive Directors. The Remuneration Policy is subject to

approval with an advisory non-binding shareholder resolution at the 2024 AGM.

Element Objective Description, Performance Measures and Maximum Value

Base salary (fixed)

Annual fixed pay

Provide competitive base pay

which reflects market value of

role, job size, responsibility and

individual skills and experience.

Set by reference to the relevant market median of Europe and US based companies

on an external independent evaluation of the role against appropriate peer

companies.

Reviewed annually by the Remuneration Committee. Any reviews, unless reflecting a

change in role or increased complexity, usually take effect from the commencement

of the relevant financial year.

While there is no maximum increase or maximum salary amount, increases as

a percentage of salary will normally be aligned to those of the wider workforce,

although the Remuneration Committee may determine that it is appropriate to make

higher increases than this, for example, but not limited to, where there is an increase

in role including responsibilities and complexities.

Pension (fixed)

Retirement benefit

Provide market aligned,

affordable and sustainable

retirement benefits.

Determined as a percentage of base salary.

Pension contribution aligned to the workforce in the country of appointment which is

currently 12% of salary in Ireland.

Other Benefits (fixed) Provide competitive benefits

which recognise market value

of role, job size and

responsibility.

Determined in consideration of the level of responsibilities and local market practice.

Benefits to include but not be limited to company car or equivalent, medical/life

assurance, tax equalisation payments and accommodation/relocation or other

business-related allowances where appropriate.

Short-Term Performance

Related Incentive (variable)

Incentivise Executive Directors

to achieve specific performance

goals and personal performance

objectives which are linked

to the Group’s business plans

during a one-year period.

Ensure greater linkage of

remuneration to performance.

Ensure greater linkage to

long-term sustainability

and alignment to Group Risk

Management Policy.

Alignment with shareholders

and/or share value growth.

The annual incentive scheme rewards achievement of specific short-term annual

performance metrics.

The Group CEO and the Executive Directors can earn 125% and 100% of base salary

at target performance respectively and up to 250% and 200% of base salary

respectively for maximum performance. Annual bonus starts to accrue at 0% for

threshold performance.

In relation to strategic targets the structure of the target will vary based on the nature

of the target set and it will not always be practicable to set targets using a graduated

scale. Vesting may therefore take place in full if specific criteria are met in full.

The majority of the STIP will be based on financial metrics. The Remuneration

Committee reviews and determines the metrics, weightings and calibration of

targets annually taking into account the business planning process and the strategic

priorities of the business. The Remuneration Committee has the discretion to adjust

the formulaic vesting outcome if it deems it appropriate.

50% of any annual incentive earned is deferred into shares and once the appropriate

taxation and social security deductions have been made, invested in shares in the

Company. The shares are subject to a holding period, 30% is released after 2 years,

and 20% after 3 years.

Deferred incentives are subject to malus and clawback (for a period of two years

following this investment) to the extent determined by the Remuneration Committee

as outlined in Note 1 on page 132.

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Glanbia plc | Annual Report and Financial Statements 

Element Objective Description, Performance Measures and Maximum Value

Long-Term Performance

Related Incentive (variable)

LTIP under which shares

are granted in the form of

a provisional allocation of

shares for which no exercise

price is payable

To align the interests of

Executive Directors and

shareholders through a long-

term share-based incentive

linked to share ownership and

holding requirements.

To focus on greater alignment

with shareholders, long-term

retention and reward for

sustainable performance.

Long-term incentive individual annual share award level cannot exceed 150% of base

salary.

The majority of the LTIP will be based on financial metrics. The Remuneration

Committee reviews and determines the performance metrics and weightings

annually ensuring that they support the strategic priorities of the business.

For all financial performance metrics, 25% vests at threshold performance and 100%

vests at maximum with straight line vesting in between these points.

In relation to strategic targets the structure of the target will vary based on the nature

of the target set, and it will not always be practicable to set targets using a graduated

scale. Vesting may therefore take place in full if specific criteria are met in full.

The extent of vesting shall be dependent on the level of achievement, measured

over a three-year period, of the relevant performance conditions. The Remuneration

Committee has the discretion to select different performance criteria (including

the measures, their weighting and calibration) where deemed appropriate for new

Long-Term incentive awards to ensure they continue to reflect the strategic priorities

of the business. The performance conditions for each award will be disclosed in the

Directors’ Remuneration Report which will be subject to a shareholder non-binding

advisory vote.

The Remuneration Committee has the discretion to adjust the formulaic vesting

outcome if it deems it appropriate and a share award shall not vest unless the

Remuneration Committee is satisfied that the Group’s underlying financial

performance has shown a sustained improvement in the period since the date of grant.

Executive Directors will be required to hold shares received pursuant to the vesting of

share awards for a minimum period of two years post vesting subject to sales to meet

taxes. Share awards are subject to malus and clawback (during the two-year holding

period following vesting), to the extent determined by the Remuneration Committee

as outlined in Note 1 below.

Retention Award

One-off retention award to

be made to the Group Chief

Financial Officer

To retain the Group Chief

Financial Officer to provide

stability of the executive

leadership team over the next

24 months.

One-off conditional award of shares to the Group CFO. The award is equal to 100% of base

salary. The number of shares subject to the award is determined using the Glanbia plc

volume weighted average share price for the month of December 2023.

The award is subject to a two year vesting period commencing on 1 January 2024 with

vesting subject to the Group CFO being an Executive Director on 31 December 2025.

The vested shares are subject to a one-year post vesting holding period subject to

sales to meet taxes.

Save for the specific terms detailed above, the general terms and conditions for the

LTIP will apply to the retention award, including in relation to malus and clawback,

corporate events, leaver provisions and the terms and conditions that cannot be

amended to the recipient’s advantage without shareholder approval, as outlined in

Note 1 below.

Shareholding Requirement

Minimum share ownership

requirements to be built

up over time through the

retention of vested incentive

awards

Ensure a greater alignment with

shareholders’ interests.

Executive Directors are required to build a shareholding through retaining 50% of

shares vesting under the annual bonus and LTIP (subject to sales to meet taxes) until

shareholding requirement is achieved.

The Group CEO is required to build and maintain a shareholding of 250% of base

salary and other Executive Directors are required to build up and maintain a

shareholding of 200% of base salary.

Post-Employment

Shareholding Requirement

Minimum share ownership

requirements to be built

up over time through the

retention of vested incentive

awards

Ensure a greater alignment with

shareholders’ interests

The lower of shares actually held and 100% of salary for the first year following

cessation of employment and 50% of salary for the second year with Remuneration

Committee discretion to amend the requirement in exceptional circumstances.

Applies to the Group CFO to incentive awards granted from 2022 and to other

Executive Directors from the date of appointment and for all Executive Directors, not

to shares purchased from the executive’s own funds.

Requirement is to retain 50% of vested LTIPs and bonus shares (after sales to meet

taxes) until sufficient shares held to meet post-employment requirement.

Note 1: Malus and clawback – the Remuneration Committee may, at any time within two years of a share award or annual deferred incentive vesting, determine

that malus and clawback shall apply if the Remuneration Committee determines that there was a material misstatement of the ﬁnancial statements of the

Company upon which the performance targets were assessed or an erroneous calculation was made in assessing the extent to which performance targets

were met. Additionally, the Remuneration Committee can determine at any time within two years of a share award or annual deferred incentive vesting that

malus and clawback will apply if an award holder is found guilty, or pleads guilty, to a crime which causes reputational damage; or an award holder is guilty of

serious misconduct or gross negligence which causes loss or reputational damage, or where corporate failure or failure in risk management has occurred.

#### Remuneration Committee Report continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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OTHER

INFORMATION

#### Executive Director employment conditions

The Remuneration Committee adopts a transparent framework when making Board appointments of either external or internal

candidates.

Recruitment policy

When recruiting new Executive Directors, the Group’s policy is to provide an appropriate remuneration package to attract the right

calibre of individuals taking into account the skills and experience appropriate to the role being ﬁlled, and taking into account cost

and remuneration across the Group, including other senior executives, and that oered by other international food and nutritional

companies and other companies of similar size and complexity. New Executive Directors will generally be appointed on remuneration

packages with the same structure and pay elements as described in the table below. Each element of remuneration to be included in

the package oered to a new Executive Director would be considered.

Element Description

Base salary (fixed) Base salary levels will be set in consideration of the skills, experience and expected contribution to the

role, the current salaries of other Executive Directors in the Group and current market levels for the role.

Pension (fixed) Pension contribution will be aligned to the workforce in the country of appointment unless there is specific

market practice in the country of appointment and where for the recruitment of the right candidate it

is considered necessary by the Remuneration Committee for the executive to participate in retirement

benefits applicable to their local market and in line with relevant scheme rules and Company practice.

Other benefits (fixed) Will be considered in light of relevant market practice for the role, the benefit received by the candidate in

current role and the provisions in place for other Executive Directors.

Short-Term Performance

Related Incentive (variable)

The maximum level of short-term variable remuneration which may be granted to a new recruit is 250%

(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout

share awards that might arise.

The Remuneration Committee will consider whether it is appropriate for the new recruit to participate

in the same annual incentive plan applicable to the current Executive Directors. If this is considered

appropriate, the same financial measures, weighting, payout scale and target and maximum incentive

opportunity (as a percentage of base salary) which apply to the existing Executive Directors will generally

apply to the new recruit.

Long-Term Performance

Related Incentive (variable)

The maximum level of long-term variable remuneration which may be granted to a new recruit is 150%

(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout

share awards that might arise.

The award of long-term incentives will depend on the timing of the appointment and where this fits into

the typical annual grant cycles.

In addition to the above, when appointing an Executive Director, all other aspects of the Remuneration Policy such as malus and

clawback and shareholding requirements will apply.

In exceptional circumstances or where the Remuneration Committee determines that it is necessary for the recruitment of key

executives, the Remuneration Committee reserves the right to oer additional cash and/or share-based payments to take into account

remuneration relinquished including incentive awards forfeited when leaving the former employer which would reﬂect as far as possible

the nature (delivery vehicle), time horizons and performance requirements attached to that remuneration.

The Remuneration Committee’s approach to this matter is to carry out a detailed review of the awards or other remuneration element

which the individual will lose and calculate the estimated value of them. In doing so, the Remuneration Committee will consider the

vesting period; the award exercise period if applicable; whether the awards are cash or share-based; performance-related or not; the

former employer’s recent performance and payout levels and any other factors the Remuneration Committee considers appropriate.

If a buyout share award is to be made, the structure and level will be carefully designed and will generally reﬂect and replicate the

previous awards as accurately as possible. The award will be made subject to appropriate clawback provisions in the event that the

individual resigns, or their employment is terminated within a certain time frame.

For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to payout according to its

terms, adjusted as relevant to take into account the appointment. In addition, any ongoing remuneration obligations existing prior to

appointment (which are inconsistent with the policy as disclosed herein) may continue, provided they are disclosed to the Remuneration

Committee and in the Annual Report on Remuneration. The Remuneration Committee may also, if it considers it appropriate and in the

best interests of the Group and its shareholders, realign existing incentive awards to the Director’s Remuneration Policy applicable at

the time of appointment.

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

Executive Director Service Agreements

The Group’s policy is to provide rolling service contracts with a 12 month notice period. The Group CEO, Hugh McGuire and the Group

CFO Mark Garvey, service agreements have a rolling 12 month notice period. The Group retains the sole right to terminate with payment

in lieu of 12 months’ notice, or part thereof, at any time.

Employment contracts for Executive Directors do not provide for any compensation for loss of oce beyond payments in lieu of notice

and therefore, except as may otherwise be required by Irish law, the amount payable under the contract upon termination is limited

to a maximum of 12 months’ remuneration. If so required, the Group reserves the right to make necessary payments in settlement of a

Director’s statutory employment rights.

The former Group Managing Director Siobhán Talbot and incumbent Group CFO have additional 12 month restrictive covenant

agreements which were introduced in 2019 and are in addition to the contract of service and notice period. These restrictive covenant

agreements were put in place under the 2018-2021 Remuneration Policy, were grandfathered into the 2022-2024 policy and our new

2024-2026 policy. These agreements are necessary as a matter of law and aligned to market practice in Ireland to ensure enforceability

of non-compete obligations. The Remuneration Committee will ensure that careful consideration is given to the remuneration payable

on any termination of employment including whether an Executive Director is required to work his or her notice period to minimise the

total cost of severance.

All new appointments will have restrictive covenant agreements incorporated into their service contracts with no additional payment in

respect of these.

Exit pay policy

The Group’s exit pay policy for the variable pay of Executive Directors is as follows:

•  STIP awards – STIP awards will vest pro-rata to reﬂect the performance period, which was worked and the performance outcomes

achieved, in accordance with plan rules with the Remuneration Committee applying its discretion to allow all or part of STIP award to

vest. STIP payments will normally be made at the usual time;

•  LTIP awards – In the event an Executive Director leaves before an award vests for reasons of death, redundancy, injury, ill health

or disability, retirement with the agreement of the Remuneration Committee or any other reason approved by the Remuneration

Committee, LTIP awards lapse unless the Remuneration Committee exercises its discretion to allow all or some of the Executive

Director’s awards to vest taking into account pro-rating for service and the extent to which the performance conditions of the award

are met (save in the case of death or if the circumstances are suciently exceptional as determined by the Remuneration Committee

where the Remuneration Committee may reduce the pro-rating and vest awards earlier than the normal time). The Remuneration

Committee may at any time prior to vesting, in its absolute discretion, revoke any determination to permit awards to vest where an

Executive Director breaches a protective covenant. For all other leavers awards will lapse: in the event of a takeover, merger, scheme

of arrangement or other similar event involving a change of control of the Company or a demerger of a substantial part of the

Group, or a special dividend, or an event which has the eect of materially changing the Group’s business, or an Executive Director’s

employment with the Group terminates by reason of a transfer of his/her employment to an entity outside the Group or other similar

events that aects the Group’s shares to a material extent, share awards under the 2018 LTIP will vest early, subject to normal

restrictions on sale and the pro-rating of the share awards to reﬂect the reduced period of time between the commencement of the

performance period and the early vesting; and

•  The Remuneration Committee can decide not to apply restrictions on sale or pro-rata a share award if it regards it as inappropriate

to do so in the particular circumstances; and other payments, such as legal or other professional fees, relocation or outplacement

costs, payments to settle legal claims may be paid if it is considered appropriate and is at the absolute discretion of the

Remuneration Committee.

Policy on external Board appointments

The long-standing policy of allowing Executive Directors to hold external Non-Executive Directorships with the prior approval of the

Remuneration Committee will continue. The Remuneration Committee considers that external directorships provide the Group’s

Executive Directors with valuable experience that is of beneﬁt to Glanbia. The Remuneration Committee believes that it is reasonable

for the individual Executive Director to retain any fees received from such appointments given the additional personal responsibility that

this entails.

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#### Remuneration below Executive Directors

The Group’s remuneration principles and the Policy underpin remuneration practice across the Group. Below the level of the Executive

Directors, similar principles and policy framework, as outlined in the preceding pages, cascade as far as possible, taking account of

seniority and relevant local market practice.

The table below outlines the reward elements which apply to employees across the Group depending on their level of seniority and

market location.

Element Description

Base salary (fixed) Set by reference to role responsibilities relative to the relevant local market based on external

independent market data against appropriate peer companies. Reviewed annually in consideration of

personal performance with any change of pay approved by a member of the Group Operating Executive

(and by the Remuneration Committee for senior executives falling under its remit).

Pension (fixed) Employees participate in retirement benefits applicable to their local market and in line with relevant

scheme rules and Company practice.

Other benefits (fixed) Employees participate in other benefits applicable to their local market and in line with relevant rules and

Company practice. Other benefits may include car benefit, illness benefit, medical insurance, relocation

expenses/payments.

Short-Term Performance

Related Incentive (variable)

The annual incentive potential is based on appropriate and specific Group or Business Unit measures, as

determined by the Remuneration Committee. For designated senior executives, deferral of the proportion

of the annual incentive earned once the appropriate taxation and social security deductions have been

made, will be invested in shares in the Company and delivered over three years following investment.

Long-Term Performance

Related Incentive (variable)

The LTIP is focused on key Group financial metrics aligned to the awards made to the Executive Directors.

The Remuneration Committee may also assign a portion of the share award as restricted stock over

the performance period with annual vesting of restricted stock awards to ensure incentive awards are

aligned to market practice and remain competitive in the markets in which Glanbia operates.

Consideration of employment conditions elsewhere in the Group

The Remuneration Committee considers all employees across the Group when establishing and implementing policy for Executive

Directors. Senior and high-performing individuals within the organisation are invited to participate in both annual and long-term

incentive arrangements. Similar to the Executive Directors, incentives are calibrated to provide appropriate rewards only on the

achievement of superior performance. In addition, senior executives below Board level may be eligible to participate in restricted stock

awards as part of the annual LTIP grant.

The Remuneration Committee has not previously consulted directly with employees when formulating Executive Director pay policy.

However, it does solicit and take into account information provided by the Group Human Resources function and the independent

external advice from its Remuneration Advisers. During 2023 there has been engagement with employees to explain how executive

remuneration aligns with the wider company policy.

The Group Chairman is the designated Non-Executive Director for workforce engagement.

The Workforce Engagement Director held numerous engagement sessions with employees at all levels and at various global sites during

2023 in Ireland and the US as well as at Business Unit leadership conferences. The employee engagement sessions provided two-way

direct dialogue on the topics of total reward, beneﬁts, wellbeing, communication, and diversity, equity & inclusion. The annual employee

engagement survey “Your Voice” with over 80% participation in 2023, also provides rich data and feedback from the employees.

Positively, employees believed action was being taken by the company to address topics raised through the employee engagement

survey and other feedback mechanisms, for example improvements to our Family Leave policies globally. Insights were also shared by

the Workforce Engagement Director on the remit of Board committees on remuneration, audit and ESG oversight and they highlighted

the positive development in Board member diversity. Emphasis was placed on the Board’s keen desire to hear the voice of the employee

and to take that into account when decisions were being made.

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

#### Elements of remuneration for Non-Executive Directors

The Remuneration Policy for the Group Chairman and Non-Executive Directors is set out below.

Element Objective Description

Annual Fees Recognise market value of

role, job size, responsibility

and reflects individual skills

and experience.

Set by reference to market rates based on an external independent

evaluation of comparator companies of a similar scale and complexity.

Includes a base fee for the role of Non-Executive Director and additional

fees reflecting responsibilities for chairmanship of a committee of the

Board and Senior Independent Director, additional fees as appropriate for

other roles and increased time commitments. The Group Chairman fee is

reviewed from time-to-time by the Remuneration Committee and other

Non-Executive Director fees are reviewed by the Board. Any reviews usually

take effect from 1 January in the relevant year.

The Group Chairman receives a single all-encompassing fee.

Travel allowance To recognise the additional

time commitment associated

with travel on Company

business.

Set by reference to market rates where comparable allowances are paid

and taking into account the associated time commitment.

A travel allowance may be structured as appropriate from time to time,

taking into account the location of the Non-Executive Director and

travel commitments, including but not limited to an annual allowance,

an allowance per meeting and different allowances payable for Non-

Executives based in different continents.

Benefits and expenses Reimburse role-based

expenses incurred during

performance of the duties of

the role.

No additional benefits are provided other than direct expenses relating to

the role. Such expenses may include travel in the course of the role for the

Group and any tax payable in respect of the reimbursement grossed up if

appropriate.

The Non-Executive Directors do not have service contracts but have letters of appointment detailing the basis of their appointment.

The Non-Executive Directors do not have periods of notice and the Group has no obligation to pay compensation when their

appointment terminates in accordance with their letters of appointment. They are subject to annual re-election at the AGM of the

Company.

#### Section B: Annual Report on Remuneration

Remuneration Committee Governance

The Remuneration Committee comprises the Group Chairman who was independent on appointment and four Independent Non-

Executive Directors, of whom two members constitute a quorum.

The Group CEO, Group CFO and Chief Human Resources Ocer attend Remuneration Committee meetings by invitation only and as

necessary. No Director or member of the Group Operating Executive is involved in considering their own remuneration, they absent

themselves when their remuneration is discussed. The Group Secretary and Head of Investor Relations acts as secretary to the

Remuneration Committee.

Remuneration best practices

The Remuneration Committee complies with all relevant reporting and legislative requirements applicable to an Irish incorporated

company with a primary listing on Euronext Dublin. With a secondary Premium listing on the London Stock Exchange, the Remuneration

Committee has also resolved on a voluntary basis to align, to the extent it considers possible and appropriate having had regard to Irish

law, the Directors’ Remuneration Policy and Remuneration Reporting with UK remuneration best practices including the regulations

applicable to UK incorporated and listed companies.

The Remuneration Committee receives independent external advice on executive remuneration from Korn Ferry, a member of the

Remuneration Consultants Group and signatory to its Code of Conduct, who were appointed as Remuneration Advisers in 2019 following

a competitive selection process in the same year. Korn Ferry, who do not have any connection with any Directors of the Company,

provide advice to the Remuneration Committee which supports robust and sound decision making. The Remuneration Committee is

satisﬁed that its remuneration advisers act independently. Korn Ferry fees for advising the Remuneration Committee during 2023 were

€103,000.

The Remuneration Committee is committed to strong and eective engagement with its stakeholders and to provide remuneration

reporting disclosures that eectively explain our remuneration decisions. The Remuneration Committee continues to actively listen and

incorporate, as far as possible, the views of the stakeholders.

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#### Executive Directors’ Remuneration 2023

Executive Director Remuneration Payments 

Fixed Pay Annual Incentives

Long-term

Incentives

Executive Directors

Full

Year

Base

salary

€’000

Pension

contribution

€’000

Other

benefits

1

€’000

Annual

incentive

(payable

in cash)

2

€’000

Annual

incentive

(deferred

shares)

3

€’000

Long-term

incentive

4

€’000

Total

fixed

pay

€’000

Total

variable

pay

€’000

Total

5

€’000

S Talbot 2023 1,144 - 517 1,401 1,401 3,485 1,661 6,288 7,949

2022 1,106 - 567 1,220 1,220 2,200 1,673 4,640 6,313

M Garvey 2023 633 76 67 625 625 1,543 776 2,794 3,570

2022 612 153 93 545 545 974 858 2,064 2,922

1.  Other beneﬁts include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of the DC pension contribution in

Ireland, taxable cash in lieu of pension payments of 12% of salary and an accommodation allowance of €100,000 for S Talbot. Having elected to forego annual

revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €95,360 in 2023.

2.  This reﬂects the proportion of the annual incentive payable in cash to Executive Directors in respect of performance for full year 2022 and 2023 performance.

3.  50% of the annual incentive will be deferred, with 30% being released after 2 years and 20% after 3 years.

4.  For 2022, this reﬂects the value of the 2020 share award which vested on 11 May 2023. The vesting value has been updated from the 2022 Remuneration Report

with the actual share price on vesting. For 2023, this reﬂects the value of the 2021 share award which will not vest before 17 March 2024, where the performance

period ended on 30 December 2023. The gross value of the 2023 award is calculated using the ocial closing share price on 29 December 2023 (last day of trading

for the 2023 ﬁnancial year) of €14.91. Vested awards are held for a 2-year period from the date of vest.

5.  The total remuneration for both 2022 and 2023 is as a result of outstanding performance where the LTIP vesting levels were granted under our previous policy

(STIP maximum was 150% of salary for GMD/Group CFO and LTIP was 250% and 200% of salary for GMD/Group CFO respectively) and the STIP payment levels

under our current policy (STIP maximum is 250% and 200% of salary respectively and LTIP is 150% of salary for GMD/Group CFO).

#### Fixed Remuneration 2023

Base salary 

Base salary of the Group Managing Director and the Group CFO increased by 3.4% to €1,144,002 and €633,015 respectively, eective

1 January 2023, which was lower than the increase for the broader employee population.

Pension 

Both Executive Directors received pension contributions equal to 12% of salary with the Group Managing Director receiving a cash

payment in lieu of pension and the CFO participating in a deﬁned contribution retirement plan.

Other benefits 

Other beneﬁts include the use of a company car or equivalent, medical/life assurance and an annual accommodation allowance and

for the Group CFO who holds Irish and US citizenships, a tax equalisation in respect of deﬁned contribution (“DC”) pension contributions

in Ireland. All beneﬁts are subject to normal deductions per the relevant regulations.

#### Annual Incentive 2023

The table below summarises the 2023 annual incentive targets, weightings and outcomes.

Measure Weighting Threshold Target Maximum

Achievement as a

% of maximum

Achievement

outcome

Adjusted EPS (€ cent)

1

50% 112.06 115.33 118.59 100% 50.00%

0.000 26.274 52.548 78.822 105.096 131.370

131.37

Group OCF/Cash Conversion

2

20% 75% 80% 90% 100% 20.00%

0.00 18.08 36.16 54.24 72.32 90.40

90.4%

ESG - Female Hiring % 5% 40% 45% 48% 100% 5.00%

0.00 10.82 21.64 32.46 43.28 54.10

54.1 0%

ESG - Voluntary Female Turnover % 5% 11% 9% 7% 100% 5.00%

0.0 1.2 2.4 3.6 4.8 6.0

6%

Strategic - Group MD 20%

0 20 40 60 80 100

90%

90% 18.00%

Strategic - Group CFO 20%

0 20 40 60 80 100

94%

94% 18.80%

Outcome - Group MD 98.00%

Outcome - Group CFO 98.80%

Group MD Group CFO

Overall outcome (% of salary) 245.00% 197.60%

Annual incentive award EUR 2,802,805 EUR 1,250,838

1.  The 2023 adjusted EPS outcome was 131.89$cent adjusted to 131.37$cent when the impact of the acquisition during the year was excluded.

2.  The 2023 OCF outcome was 91.4% adjusted to 90.4% when the impact of the acquisition during the year was excluded.

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

Key Strategic Objectives 

Strategic objectives are aligned with the Group strategy reﬂecting the Executive Director’s personal contribution to organisational

eectiveness, the execution of the strategic growth plan and driving innovation capability. The Group Managing Director proposed the

strategic performance objectives for the Group CFO, with the Group Managing Director’s strategic objectives proposed by the Group

Chairman and all objectives approved, monitored during the year and scored by the Remuneration Committee.

Group Managing Director

Siobhán Talbot

Measure/Objective Weighting % Performance Assessment Achievement %

Objective 1 – Team development:

Advance career development and

succession plans for Group senior leaders.

10%

Facilitated succession planning of the Group CEO role with

the Nominations and Governance Committee. Detailed senior

leader succession planning process completed in 2023 with clear

development plans in place for senior leaders.

Strong execution of the Group talent, culture and DE&I strategy

actioned in 2023 with clear actions against strategic goals well

executed.  10%

Objective 2 – Deliver key GPN business

initiatives for 2023 including sustained

brand revenue and consumption growth

particularly for the largest brand Optimum

Nutrition (“ON”) and margin progression

across the business.

15%

Strong 2023 financial metrics achieved in GPN. The global

ON brand delivered strong double digit revenue growth with

momentum across both volume and pricing in the year. The

business increased consumer investment and engagement

across all brands. The US lifestyle brand portfolio continues to

perform well while the SlimFast brand continues to be negatively

impacted by the lack of movement in the diet category.

Very strong GPN margin progression in the year with EBITA

margins increasing by 300bps to 14.2%.  12%

Objective 3 – Deliver key GN business

initiatives for 2023 including volume and

margin growth in NS.

10%

2023 inventory rebalancing by customers was greater than

expected in GN NS particularly in the first quarter of the

year. This trend was well managed with progressive volume

improvements each quarter and volume growth in the second

half of the year. Customer relationships remain strong with

continued strategic evolution of the business across the

key platforms of protein and premix solutions. Very strong

operational performance continued across all the GN operations

through 2023.

Strong margin progression in the year with EBITA margins in GN

NS increasing by 110bps to 12.5% 8.8%

Objective 4 – Ensure achievement of

targeted M&A for 2023.

8%

Strong pipeline of potential acquisitions evaluated through 2023.

Acquisition of the B2B bioactive ingredients business

of PanTheryx completed as a strong bolt on to the GN NS

business activity.  7.2%

Objective 5 – Strategic portfolio

assessment.

7%

Capital allocation decisions well executed in the year through

a combination of organic growth, M&A activity and share

buybacks.

Simplification and streamlining of the Group business portfolio

continued with the execution of the sale of Glanbia’s interest in

the Glanbia UK and EU joint ventures (“JV”s) and the change in

commercial arrangements associated with our US JV operations

which will simplify Group reporting from 2024.

With the delivery of the 2023 performance Glanbia is strongly on

track to deliver on the 2023-2025 targets communicated to the

capital markets in November 2022.  7%

Total achievement 50% 45%

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Glanbia plc | Annual Report and Financial Statements 

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Group Chief Financial Officer

Mark Garvey

Measure/Objective Weighting % Performance Assessment Achievement %

Objective 1 – Assess specified areas of the

Group support organisation to optimise

organisational design for future needs.

12%

Significant work completed during 2023 in the transitioning of

financial services post the 2022 disposal of Glanbia’s interest in

Irish dairy and related operations.

Strong progress made in the assessment of potential future

optimal organisational design for core Group functional service

areas. Further work will continue on this item through 2024.  10.8%

Objective 2 – Strategic portfolio

assessment and optimisation of Group

capital allocation decisions.

13%

Capital allocation decisions well executed in the year through

a combination of organic growth, M&A activity and share

buybacks.

Strong M&A pipeline evaluated through the year and the

PanTheryx business acquisition completed.

Simplification and streamlining of the Group business portfolio

continued with the execution of the sale of Glanbia’s interest in

the Glanbia UK and EU joint ventures (“JVs”) and the change in

commercial arrangements associated with our US JV operations

which will simplify group reporting from 2024.

With delivery of the 2023 performance Glanbia is strongly on

track to deliver on the 2023-2025 targets communicated to the

capital markets in November 2022. 11.8%

Objective 3 – In collaboration with the

Business Unit teams, deliver key Group

financial programmes including planned

IT strategy and Group-wide key margin

improvement initiatives.  10%

Strong delivery across the core finance agenda in 2023. Key IT

system investments successfully executed to plan and strong

margin progression achieved in 2023 across the Group including

key growth platforms of GPN and GN NS. 10%

Objective 4 – Investor Relations: develop

and execute plans.

3%

Strong programme stakeholder engagement in 2023 including a

successful GPN capital markets event held in May 2023 outlining

the strategic ambition of the global ON brand. 3%

Objective 5 – Finance team development.

2%

Clear career development and succession plans in place and

actioned for global Group finance leaders and strong support

provided for the overall Group talent, culture and DE&I agenda.  2%

Total achievement 40% 37.6%

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

#### Vesting of 2021 Long-Term Incentive Share Awards

The 2021 share awards granted on 16 March 2021 had a three-year performance period (2021 to 2023) which ended on 30 December

2023.

Performance against the targets set has been measured and independently veriﬁed by external advisers on behalf of the Remuneration

Committee with vesting as follows:

Measure Weighting Threshold Maximum

Outcome as a %

of maximum Weighted outcome

Group EPS 50% 6% CAGR 11% CAGR 100.0% 50.00%

0.00 4.16 8.32 12.48 16.64 20.80

20.8%

Group ROCE 30% 8% 11% 100.0% 30.00%

0.00 2.22 4.44 6.66 8.88 11.10

11.10%

Group TSR 10% Median Top Quartile 100.0% 10.00%

0.00 2.22 4.44 6.66 8.88 11.10

Between median and top quartile

Group ESG 10% See table below for details

Group ESG performance Weighting Threshold Maximum

Outcome as a %

of maximum

Weighted

Outcome

Renewable Energy 5% 30% Conversion <40% Conversion 100.0% 5.00%

Energy Efficiency 2.5% Audits completed, energy

efficiency plan approved

Completed planned

actions within

performance period

100.0% 2.50%

Waste Utilisation 2.5% Base lining completed and

plans approved

Completed planned

actions within

performance period

100.0% 2.50%

Outcome 100.0%

\*  Group ROCE adjusted from 8.00 to 8.05% and 11.00 to 11.05% for the impact of the Glanbia Ireland (now known as Tirlan) disposal.

•  Targets are set in consideration of acquisitions and disposals over the three-year performance period and therefore no adjustment is normally made for

acquisitions and disposals to determine vesting. However as noted in the 2021 Remuneration Report, the disposal of the Company’s interest in Glanbia Ireland

(now known as Tirlan) was not contemplated at the time the targets for the 2020 (and 2021) LTIP awards were set. Following completion, the Remuneration

Committee considered the implications of the disposal on inﬂight incentives and given the exceptional nature of the disposal, determined to adjust the inﬂight

LTIP awards made in 2020 and 2021 such that the performance conditions measure continuing businesses only and take no account of either the gain or

subsequent earnings impact of the disposal event.

•  FY2020 Group adjusted EPS of 73.78 cents (euro) (84.28 cents (US dollar)), as set out in the 2020 Annual Report was used as a base year and has been adjusted

on a continuing basis. Adjusted EPS is calculated as the proﬁt attributable to the equity holders of the Company before exceptional items and intangible asset

amortisation and impairment (excluding software amortisation) net of related tax, divided by the weighted average number of ordinary shares in issue during the

year excluding ordinary shares purchased by the Group and held as own shares. FY 2023 Group adjusted EPS is 131.37 $ cents. The EPS performance condition is

measured using constant currency to reﬂect more accurately underlying earnings performance and remove any distortionary eect of currency volatility.

•  Group ROCE is deﬁned as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint ventures after

interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative intangible asset amortisation and

impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities, retirement beneﬁt assets, cash and acquisition related

contingent consideration and contract options. It is calculated by taking the average of the relevant opening and closing balance sheet amounts. In years where

the Group makes signiﬁcant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the acquisition or disposal are equally time

apportioned in the numerator and the denominator.

The vesting of the share awards granted to Executive Directors in 2021 which will not vest before 17 March 2024 is as follows:

Executive Directors

Total number of

shares awarded

Number of

shares to vest in

2024

Percentage

outcome %

Value at grant

of the shares

vesting (A)

Change in value

over vesting

period of share

vesting (B)

Total vesting

value (A+B)

1

S Talbot 233,764 233,764 100% €2,690,624 €794,797 €3,485,421

M Garvey 103,480 103,480 100% €1,191,055 €351,832 €1,542,887

1.  This reﬂects the value of share awards expected to vest in 2024 with a three-year performance period ended on 30 December 2023. The total vesting values have

been estimated using the ocial closing share price on 29 December 2023 (last day of trading for FY 2023) of €14.91. The value at grant of the shares vesting was

€11.51 being the mean between the high and low of a Glanbia plc share on 15 March 2021 (being the last day of trading on the Euronext Dublin before the grant of

the award on 16 March 2021), which was the value used to determine the number of shares of the 2021 award.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Long-Term Incentive Plan share awards 2022 and 2023

Details of the 2023 LTIP awards made to the Group Managing Director and Group CFO on 5 April 2023 are as follows:

Executive Director Type of award Basis of award Face value of award

1

Number of shares

under award

End of

performance period

S Talbot Conditional award

150% of salary

€1,716,010 124,710 3 January 2026

M Garvey Conditional award €949,523 69,006

1.  Face value calculated using a share price of €13.76 being the mean between the highest and lowest share price on the date of grant.

The performance conditions and weightings for all outstanding share awards are set out in the following table.

2022 Performance Measures Financial Period 2022 – 2024 2023 Performance Measures Financial Period 2023 – 2025

Performance Condition

Weighting %

of max Vesting 0%

Vesting 25%

(Threshold)¹

Vesting 100%

(Maximum)¹

Weighting %

of max Vesting 0%

Vesting 25%

(Threshold)¹

Vesting 100%

(Maximum)¹

Group EPS

Three-year adjusted EPS

40% < 4% CAGR = 4% CAGR ≥ 9% CAGR 40% < 5% CAGR = 5% CAGR ≥ 10%

CAGR

Group ROCE 40% < 8% = 8% ≥ 11% 40% < 10% = 10% ≥ 13%

ESG measures 20% See table overleaf 20% See table overleaf

1.  Straight line vesting between threshold performance and maximum performance for Group EPS and ROCE.

Achievement against ﬁnancial performance conditions is determined on a constant currency basis to reﬂect more accurately

underlying earnings performance and remove any distortionary eect of currency volatility. LTIP performance targets are set with

future acquisitions in mind and are therefore reﬂective of the expected impact acquisitions may have on key performance conditions.

This approach acknowledges the strategic importance of acquisitions to the Group’s long-term performance and strategy.

ESG measures

2022 – 2024 LTIP (20% weighting) Threshold  Maximum

Scope 1 & 2 emissions reduction 20% reduction by the end of the performance

period compared to 2021 emissions

29% reduction by the end of the performance

period compared to 2021 emissions

2023 – 2025 LTIP (20% weighting) Weighting Vesting 0%

Vesting 25%

(Threshold)

Vesting 100%

(Maximum)

Scope 1 & 2 emissions (reduction vs 2022 base year)  10% <26% 26% 31%

Water (reduction vs 2021 base year) 5% <8% 8% 11%

Packaging (% of packaging that is recyclable) 5% <75% 75% 87%

#### TSR performance

The graph illustrates the Total Shareholder Remuneration (“TSR”) performance of the Group over the past eight years showing the

change in value of €100 invested in Group’s shares from 3 January 2016 to 30 December 2023 (dates aligning with opening and closing

ﬁnancial periods) compared with the STOXX Europe 600 Food & Beverage Index of which the Group is a constituent. This chart was ﬁrst

incorporated into our reporting for 2020 covering ﬁve years.

The STOXX Europe 600 Food and Beverage Index has been selected as an appropriate index as it comprises other companies within the

same broad sector to Glanbia and of which Glanbia is a constituent.

€160

€140

€120

€80

€60

€40

€20

€0

Jn 2016 Jn 2017 Jn 2018 Jn 2019 Jn 2020 Jn 2021 Jn 2022 Jn 2024Jn 2023

STOXX Europe 600 Food nd Beverge Index

Glnbi

€100

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

#### Group Managing Director total remuneration

The table below sets out the remuneration received by the Group Managing Director. This table will be extended each year to 2025 to

cover a 10-year period.

2015 2016 2017 2018 2019 2020 2021 2022 2023

Total Remuneration €’000 2,631 3,133 3,229 3,466 1,577

1

2,310 3,459 6,313 7,949

Annual Incentive

achieved as a % of maximum

81.2% 90.5% 71.6% 92.8% 0.0%

1

36.3% 97.7% 88.2% 98%

Long-term Incentives

achieved as a % of maximum

74.98% 81.07% 76.79% 58.13% 17.64% 21.0% 21.6% 65.9% 100%

1.  S Talbot voluntarily waived the entire 2019 annual incentive which would have otherwise resulted in a Total Remuneration earned in 2019 of €2.104 million. Annual

Incentive earned in 2019 was 33.4% of maximum.

#### Directors shareholdings

As at 30 December 2023 the Executive Directors share ownership against the guidelines was as follows:

Executive Directors

Shares held as at

30 December 2023

% of base salary

based on market

value as at

30 December 2023

1

Shareholding

guideline

S Talbot 532,220  694% 250%

M Garvey 207,667  489% 200%

1.  The market values have been estimated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext

Dublin before year end 30 December 2023) of €14.91.

#### Other disclosures

Dilution

Share awards granted under the 2018 LTIP and the Annual Deferred Incentive are satisﬁed through the funding of employee beneﬁt

trusts which acquire shares in the market. The Company’s employee beneﬁt trusts held 2,368,126 shares at 30 December 2023.

Payments to past Directors

There are no payments to past Directors.

Payments for loss of office

Siobhán Talbot stepped down from the Board and her position as our Group Managing Director on 31 December 2023. She continued to

be employed in the business through January and received her base salary, beneﬁts and pension allowance (a total of €117,607) for the

period 1 January 2024 until she retired from the Group on 26 January 2024.

Ms Talbot’s 2023 STIP and 2021 LTIP have been determined based on performance in the normal way as disclosed earlier in this report.

The holding periods for these awards, in addition to those applicable to STIP and LTIP payments and vesting in prior years, will continue

post her stepping down from the Board.

Ms Talbot is a Good Leaver by reason of retirement and retains her 2022 and 2023 LTIP awards with vesting determined at the normal

time based on performance, prorating for service and subject to the normal post vesting holding periods.

The policy to retain 100% of salary in shares for one year post ceasing to be an Executive Director and 50% of salary for the second

year was introduced in 2022 and applies to STIP and LTIP awards from 2022. The 2022 and 2023 STIP and LTIP awards remain subject to

vesting and holding periods that will exceed the two years to which the shareholding requirement applies.

Under non-solicitation and non-compete restrictive covenants which were put in place and formed part of our shareholder approved

policy in 2018, Ms Talbot will receive 12 months’ base salary (€1,144,002) payable in 12 equal monthly instalments in arrears. There are no

payments to Ms Talbot in lieu of notice and total payments on stepping down from the Board do not exceed 12 months’ base salary.

#### Change in remuneration of Directors compared to employees

The table below shows the percentage change in total remuneration using the single ﬁgure methodology for the for the last four

ﬁnancial years for the Directors of the Company and the average of all permanent employees of the Group on a full-time equivalent

basis. For the purpose of this disclosure the Group is deﬁned as all employees of wholly-owned entities in US and Ireland who are

deemed to be most representative of the global workforce.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

2019-2023

1

Total

remuneration

2023

€’000

Total

remuneration

2022

€’000

Total

remuneration

2021

€’000

Total

remuneration

2020

€’000

Total

remuneration

2019

€’000

Change

in total

remuneration

% 2022 to

2023

Change

in total

remuneration

% 2021 to

2022

Change

in total

remuneration

% 2020 to

2021

Change

in total

remuneration

% 2019 to

2020

Executive Directors

S Talbot Earned 7,949 6,313 3,497 2,310 2,104 25.9% 80.5% 51.4% 9.8%

Paid 7,949 6,313 3,497 2,310 1,577 25.9% 80.5% 51.4% 46.5%

M Garvey Earned 3,570 2,922 1,822 1,238 1,165 22.2% 60.4% 47.2% 6.3%

Paid 3,570 2,922 1,822 1,238 1,103 22.2% 60.4% 47. 2% 12.2%

Non-Executive Directors

5

D Gaynor 346 335 325 150 95 3.3% 3.1% 116.7% 57.9%

P Ahern

3

15 43 43 43 43 – 0% 0% 0%

R Brennan 93 90 85 – – 3.3% 5.9% – –

P Duffy 106 100 71 – – 6% 40.8% – –

B Hayes 69 43 43 43 43 60.5% 0% 0% 0%

I Haaijer 93 38 – – – 144.7% – – –

J Lodge 106 103 93 14 – 2.9% 10.8% 564.3% 0%

JG Murphy 69 43 43 56 60 60.5% 0% -23.2% -6.7%

J Murphy

3

15 43 43 10 – – 0% 330.0% –

P Murphy 69 43 43 45 60 60.5% 0% -23.2% -6.7%

D O’Connor 106 103 95 95 95 2.9% 8.4% 0% 0%

K Underhill 123 50 – – – 146% – – –

G Parisse

2

72 – – – – 0% – – –

Average

remuneration on

full-time equivalent

basis Employees of

the Group

4

89 91 84 81 75 -2.2% 8% 4% 8%

1.  For supporting notes regarding 2020, 2021 and 2022 remuneration, reference should be made to the 2020, 2021 and 2022 Remuneration Reports.

2.  Gabriella Parisse was appointed as an Independent Non-Executive Director eective 1 June 2023.

3.  Patsy Ahern and John Murphy retired from the Board 4 May 2023.

4.  Average remuneration has been determined based on workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce.

5  Non-Executive Director fees were increased for FY 2023 by 3.4% save for (a) the Non-Executive Directors nominated by the Society whose fees were aligned with

those of other Non-Executive Directors eective 1 July 2023 and (b) certain other Non-Executive Directors whose Committee memberships changed during the

year resulting in marginal dierences in their percentage increases. I Haaijer and K Underhill joined the Board as Non-Executive Directors on 1 August 2022 and

the percentage change in their total remuneration between 2022 and 2023 reﬂects that they each only worked part of the year in 2022.

#### Group Managing Director to all-employee pay ratio

Whilst not a reporting requirement, a voluntary disclosure on Group Managing Director pay ratio is set out below. The disclosure is

based on the workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce. Total

remuneration has been determined using the ‘single total ﬁgure’ methodology as it provides a like-for-like comparison between the

Group Managing Director and other employees. All elements of remuneration were calculated on a full-time and full-year equivalent

basis and no adjustments or assumptions were made by the Remuneration Committee.

The Committee notes that the median pay ratio for 2023 has increased compared to 2022. This is primarily driven by the nature

of the Group Managing Directors’ remuneration structures rather than changes in wider workforce remuneration. As expected by

shareholders and aligned to market practice, a greater proportion of the remuneration awarded to the Group Managing Director is

performance based and therefore at risk. As a result, where the Group delivers strong ﬁnancial and strategic performance the total

remuneration of the Group Managing Director increases at a proportionately greater rate compared to the wider workforce. The

Remuneration Committee is satisﬁed that the pay ratio is appropriate relative to the strong performance achieved during the year and

is consistent with Glanbia’s reward and progression policies. The Remuneration Committee is committed to ensuring that remuneration

structures below Board level are appropriate and enable the business to attract, retain, incentivise and reward our people – see page

136 for further details on our below Board level remuneration arrangements.

Financial Year

P25 (Lower

Quartile) P50 (Median)

P75 (Upper

Quartile)

Chief Executive

(€’000)

2019 Total Remuneration Ratio 41 28 18 1,577

1

2020 Total Remuneration Ratio 57 41 26 2,310

2021 Total Remuneration Ratio 86 62 39 3,497

2022 Total Remuneration Ratio 119 91 64 6,313

2023 Total Remuneration 49 65 92 7,949

Total Remuneration Ratio 160 121 86 –

Base Salary (€’000) 40 49 69 1,144

1.  In 2019 S Talbot was paid Total Remuneration of €1,577 million but earned €2.104 million. S Talbot voluntarily waived the entire 2019 annual incentive, 33.4% of maximum.

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Glanbia plc | Annual Report and Financial Statements 

#### Implementation of policy in 2024

Salary, pension and benefits

The base salary for the Group CEO is €1,000,000 and was set on appointment. The base salary for the Group CFO is €658,336 eective

1 January 2024 being an increase of 4% of salary from 2023. This annual salary increase is consistent with our overall workforce for

Ireland and the US.

Beneﬁts are the same as for 2023 except that the Group CEO will not receive any housing allowance. The Group CFO retention award will

be granted during 2024.

 Annual Incentive

The Annual Incentive opportunity for the Group CEO and Group CFO in 2024 is 250% and 200% of salary respectively.

The Annual Incentive is based on the following measures:

Measure Weighting

Group adjusted EPS 50%

Group Operating Cash flow 20%

Strategic objectives 20%

ESG 10%

The ESG measures in the 2024 annual incentive will focus on increasing female representation which aligns with our DE&I strategy. For

2024, the key DE&I measures will impact the behaviours which contribute to the ultimate outcome: 1) measuring the female hiring rates

for management roles; and 2) measuring the retention/voluntary turnover of females in management positions. These measures are

being measured on a Group-wide basis and also by Business Unit as the measures apply to the Executive Directors, Group Operating

Executive and the Business Unit leadership teams.

The Remuneration Committee believes that the targets set for 2024 reﬂect internal planning and are appropriately stretching relative to

prior years given the current commercial circumstances and ensuring there continues to be a strong link between pay and performance

at all times and incentivise exceptional performance from management. Targets and performance against them will be disclosed in our

2024 Remuneration Report.

 LTIP share awards

The 2024 share awards will be made under our new Policy at 150% of salary for both the Group CEO and Group CFO.

Executive Directors Weighting Vesting 0%

Vesting 25%

(Threshold)

Vesting 100%

(Maximum)

Group adjusted EPS

Three-year adjusted EPS CAGR 40% < 5% CAGR = 5% CAGR ≥ 10% CAGR

Group ROCE 40% < 10% = 10% ≥ 13%

Scope 1 & 2 emissions (reduction vs 2022 base year)  10% <32% 32% 43%

Packaging (% of packaging that is recyclable) 10% <82% 82% 88%

#### Application of Remuneration Policy for 2024

The chart below shows how the composition of each of the Executive Directors packages varies at dierent levels of performance under

the operation of the Remuneration Policy for 2024 (excluding the Group CFO retention award). The assumptions noted for “target”

performance are provided for illustration purposes only.

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

€5,946

23%

48%

29%

€5,196

€3,109

€805

100%

€1,710

47%

38%

14%

€3,603

26%

42%

32%

€2,821

44%

13%

42%

€1,196

100%

€’000

Below

target

Target Maximum Below

target

Target

CEO CFO

Maximum

Fixed  Pay

Annual Bonus

LTIP

LTIP with % Share Price Growth

#### Remuneration Committee Report continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Threshold Target

Maximum

1. Assuming constant share price; and

2. Assuming 50% increase in share price

Fixed pay Fixed pay, being base salary, pension allowances for the 2024 financial year and other benefits taken from the single

total figure for the prior year

Annual Incentives Nil 125% of salary for the Group Chief Executive

Officer

100% of salary for the Group Chief Financial

Officer

250% of salary for the Group Chief Executive

Officer

200% of salary for the Group Chief Financial

Officer

Long-term

incentives

Nil 25% vesting of share awards

37.5% of salary for Group Chief Executive Officer

and Group Chief Financial Officer

100% vesting of share awards

150% of salary for Group Chief Executive Officer

and Group Chief Financial Officer

Non-Executive Director fees

Non-Executive Director fees are increased for FY 2024 by 4% being the same percentage increase applied to the Executive Directors.

A summary of the fee levels is provided below:

Role 2024 € 2023 €

Group Chairman 360,246 346,390

Non-Executive Director (base fee) 96,782 93,060

Senior Independent Director/Committee Chairs 13,442 12,925

Intercontinental travel allowance for US-based Non-Executive Directors 30,000 30,000

Directors’ Remuneration Report results at  AGM

Resolution to receive and consider the Directors’ Remuneration Report for the year ended 31 December 2022

For % Against %

Total excluding

withheld % Withheld %

Total including

withheld %

167,356,301 99.29% 1,197,438 0.71% 168,553,739 100.00% 407,330 0.00% 168,961,069 100.00%

Directors’ Remuneration Policy results at  AGM

Resolution to receive and consider the Directors’ Remuneration Policy 2022-2024

For % Against %

Total excluding

withheld % Withheld %

Total including

withheld %

166,421,089 87.91% 22,883,020 12.09% 189,304,109 100.00% 2,438 0.00% 189,306,547 100.00%

Directors’ remuneration and interests in shares in Glanbia plc

Tables A to G on the following pages give details of the Directors’ remuneration and interests in shares in Glanbia plc held by Directors

and the Group Secretary and Head of Investor Relations, and their connected persons as at 30 December 2023. There have been no

changes in the interests listed in Tables B to G between 30 December 2023 and 20 February 2024 (being the latest practicable date

prior to the signing of the Financial Statements), save that Siobhán Talbot retired as a Director on 31 December 2023. The ocial closing

share price on 29 December 2023 (last day of trading for the 2023 ﬁnancial year) was €14.91 and the range during the year was €11.12 to

€16.04. The average price for the year was €13.93.

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Glanbia plc | Annual Report and Financial Statements 

#### Remuneration Committee Report continued

Table A:  Directors remuneration

The salary, fees and other beneﬁts pursuant to the remuneration package of each Director during the year were:

Date of Directorship

appointment (“App”)/

retirement (“Ret”)

Salary

€’000

Fees

€’000

Pension

contribution

1

€’000

Other

benefits

2

€’000

Annual

Incentive

paid in

cash

3

€’000

Annual

Incentive

deferred

into

shares

4

€’000

Long-term

Incentive

5

€’000

2023

Total

€’000

2022

Total

6

€’000

Executive Directors

S Talbot 1,144 – – 517 1,401 1,401 3,485 7,949 6,313

M Garvey 633 – 76 67 625 625 1,543 3,570 2,922

2023 1,777  – 76 584 2,026  2,026 5,028 11,519 -

2022 1,718 – 153 660 1,765 1,765 3,174 9,235

Non-Executive Directors

D Gaynor – 346 – – – – – 346 335

P Ahern

Ret 4 May 2023

– 15 – – – – – 15 43

R Brennan

App 1 January 2021

– 93 – – – – – 93 90

P Coveney

Ret 30 March 2022

– – – – – – – – 23

P Duffy

App 1 March 2021

– 106 – – – – – 106 100

V Gorman

Ret 5 May 2022

– – – – – – – – 15

I Haaijer

App 1 August 2022

– 93 – – – – – 93 38

B Hayes  – 69 – – – – – 69 43

J Lodge – 106 – – – – – 106 103

JG Murphy  – 69 – – – – – 69 43

J Murphy

Ret 4 May 2023

– 15 – – – – – 15 43

P Murphy  – 69 – – – – – 69 43

D O’Connor – 106 – – – – – 106 103

K Underhill

App 1 August 2022 – 123 – – – – – 123 50

G Parisse

App 1 June 2023

– 72 – – – – – 72 –

2023 – 1,282 – – – – – 1,282 –

2022 – 1,072 – – – – – – 1,072

Total 2023 1,777 1,282 76 584 2,026 2,026 5,028 12,801 –

Total 2022 1,718 1,072 153 660 1,765  1,765  3,174 – 10,307

1.  M Garvey participates in the Glanbia deﬁned contribution plan with a DC contribution of 12% in 2023.

2.  Other beneﬁts include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of DC pension contribution in Ireland,

taxable cash in lieu of pension payments of 26.5% of salary to S Talbot and an accommodation allowance of €100,000 for S Talbot. Having elected to forego

annual revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €95,360 in 2023.

3.  This reﬂects the proportion of the gross Annual Incentive (50% of total Annual Incentive) payable in cash to Executive Directors in respect of performance for full

year 2023.

4.  This reﬂects the proportion of the gross Annual Incentive (50% of total Annual Incentive) which will be invested in shares. Following the deduction of appropriate

taxation and social security 30% will be retained for two years and 20% will be retained for three years.

5.  This reﬂects the value of the 2021 share awards which will vest on 17 March 2024, earliest, the performance period for which ended on 30 December 2023. The gross

value is calculated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext Dublin for the 2023

ﬁnancial year) of €14.91. 2021 vested share awards will be held for a two year period from the date of vest.

6.  2022 Total Remuneration has been restated to update the value of the 2020 share awards to the value on the date of vest, 11 May 2023. The restated gross value is

calculated using the ocial opening share price on the date of vest of €13.97. 2020 vested share awards will be held for a two year period to May 2025.

Details of Directors’ long-term awards expected to vest in respect of performance to 30 December 2023 are set out on page 140.

The deﬁned pension beneﬁt of the Executive Directors during the year was as follows:

Transfer value

of increase

in accrued

pension

€’ 000

Annual pension

accrued in 2023

in excess of

inflation

€’ 000

Total annual

accrued pension

at 31 December

2023

€’ 000

S Talbot – – 159

2023 – – 159

2022 – – 159

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Table B: Directors’ and Secretary’s interests in ordinary shares in Glanbia plc

Notes

As at

30 December 2023

Ordinary Shares

As at

1 January 2023

Ordinary Shares\*

Directors

D Gaynor 10,000  10,000

S Talbot 1 532,220  398,889

R Brennan 4,000  4,000

P Duy 6,930  6,930

M Garvey 1 207,667  148,423

I Haaijer –  –

B Hayes 43,696  43,696

J Lodge 5,000  5,000

J G Murphy 11,849  11,849

P Murphy 15,687  15,687

D O’ Connor 7,680  7,680

G Parisse 2 –  –

K Underhill –  –

844,729  652,154

Secretary

L Hennigan 8,968 9,421

\*  or at date of original appointment to the Board if appointed during ﬁnancial year.

1.  Executive Director. Retired 31 December 2023.

2.  Appointed 1 June 2023.

Note: The ordinary shares held in trust for the Directors and Secretary disclosed in Table C below are included in the total number of

ordinary shares held by the Directors and Secretary above.

The Directors and Secretary did not use their shares as security during 2023 or up to 20 February 2024, being the latest practicable date

prior to the signing of the FY 2023 Financial Statements.

Table C: Directors’ interests in ordinary shares in Glanbia plc subject to restriction

2018 LTIP

2

2018 LTIP

3

2018 LTIP

4

2021 Annual

Deferred

Incentive

5

2022 Annual

Deferred

Incentive

6

2022 Annual

Deferred

Incentive

7

Total

1

Executive Directors

S Talbot 16,832  84,203  38,822  28,768  20,360  188,985

M Garvey 7,451  37, 274  21,482  12,865  9,105  88,177

Group Secretary and Head

of Investor Relations

L Hennigan 4,401  4,401

1.  The above ordinary shares are held on trust for the Directors and Group Secretary and Head of Investor Relations by the Glanbia plc Section 128D Employee

Beneﬁt Trust and are included in the total number of ordinary shares held in trust by the Directors and Secretary disclosed in Table B.

2.  Subject to restriction on sale until 25 May 2024.

3.  Subject to restriction on sale until 11 May 2025.

4.  Subject to restriction on sale until 11 May 2024.

5.  Subject to restriction on sale until 28 March 2024.

6.  Subject to restriction on sale until 28 March 2025.

7.  Subject to restriction on sale until 28 March 2026.

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

Glanbia plc | Annual Report and Financial Statements 

Table D: Summary of Directors interests in Glanbia plc  LTIP

As at

30 December

2023

2018 LTIP

Share Awards

As at

1 January

2023

2018 LTIP

Share Awards

Executive Directors

S Talbot 498,287 612,553

M Garvey 249,849 286,630

Table E: Directors’ interests in  LTIP

Date of Grant

As at

1 January

2023

Granted

during the

year

Vested

during the

year

Lapsed

during the

year

As at

30 December

2023

Market

price at

date of

award €

Earliest date

for vesting Expiry date Notes

Executive Directors

S Talbot

23-Mar-20 238,976 –  157,486 81,490 –  8.24 23-Mar-23 23-Mar-24 1

16-Mar-21 233,764 –  –  –  233,764  11.57 16-Mar-24 16-Mar-25 2

11-May-22 139,813 –  –  –  139,813  11.82 11-May-25 11-May-26 3

05-Apr-23 –  124,710 –  –  124,710  13.655 05-Apr-26 05-Apr-27 4

Total: 612,553 124,710 157,486 81,490 498,287

M Garvey

23-Mar-20 105,787  –  69,714  36,073  –  8.24 23-Mar-23 23-Mar-24 1

16-Mar-21 103,480  –  –  –  103,480  11.57 16-Mar-24 16-Mar-25 2

11-May-22 77,363  –  –  –  77,363  11.82 11-May-25 11-May-26 3

05-Apr-23 –  69,006  –  –  69,006  13.655 05-Apr-26 05-Apr-27 4

Total: 286,630 69,006 69,714 36,073 249,849

1.  Share awards granted on 23 March 2020 were subject to performance conditions measured over the three ﬁnancial years ended 31 December 2022. The awards

vested on 11 May 2023 and the percentage of the awards vested are shown on page 149. Directors were permitted to sell sucient shares to satisfy any tax or

social security deductions arising on the acquisition of the shares. The balance of the shares are restricted from sale for two years and are held on trust for the

Directors by the trustee of the Glanbia plc Section 128D Employment Beneﬁt Trust. The total number of shares subject to restriction are included in the total

number of ordinary shares disclosed in Table B on page 147.

2.  Share awards granted on 16 March 2021 were subject to performance conditions measured over the three ﬁnancial years ended 30 December 2023. The outcome

of these performance conditions and the number of share awards expected to vest to Executive Directors during 2024 are set out on pages 140. The vested share

award, net of relevant taxation and social security deductions, will be restricted from sale for two years and held on trust for them by the trustee of the Glanbia plc

section 128D Employee Beneﬁt Trust.

3.  The performance period in respect of the 2018 LTIP awards made in 2022 is the three ﬁnancial years ending FY 2024.

4.  The performance period in respect of the 2018 LTIP awards made in 2023 is the three ﬁnancial years ending FY 2025.

The performance conditions attached to the awards granted in 2022 and 2023 are detailed in the section entitled ‘Long-Term Incentive

Plan Share Awards 2022 and 2023’ on page 141.

Table F: Executive Directors’ annual deferred incentive paid

Value of Annual

Incentive

converted into

shares €

1

Date of

conversion/

acquisition of

shares

Acquisition

price per share

at date of

conversion

Number

of shares

acquired

3

Executive Directors

2

S Talbot

2022 Annual Deferred Incentive

2021 Annual Deferred Incentive

€1,220,000

€770,000

28-Mar-23

28-Mar-22

€13.62871

€10.61872

89,502

72,469

M Garvey

2022 Annual Deferred Incentive

2021 Annual Deferred Incentive

€545,000

€426,000

28-Mar-23

28-Mar-22

€13.62871

€10.61872

40,025

40,100

1.  Numbers are rounded to the nearest thousand.

2.  The Directors are required to hold 60% of the shares received (net of any applicable taxes and social security) for a period of two years and three years for the

balance post vesting.

3.  The total number of shares subject to restriction are included in the total number of ordinary shares disclosed in Table B on page 147.

#### Remuneration Committee Report continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Table G: Value of awards expected to vest in  and awards vested in 

Number of

shares awarded

expected to vest

in 2024

Percentage

Outcome %

Estimated

Market Value €

1

Number of

shares vested in

2023

Percentage

Outcomes %

Market Value on

Date of Vest €

2

Executive Directors

S Talbot 233,764  100.0% 3,485,421  157,486  65.9% 2,200,079

M Garvey 103,480  100.0% 1,542,887  69,714  65.9% 973,905

1.  This reﬂects the value of long-term incentive share awards expected to vest in 2024 with a three year performance period ended on 30 December 2023. The

market values have been estimated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext

Dublin before year end 30 December 2023) of €14.91.

2.  This reﬂects the value of long-term incentive share awards vested in 2023 with a three year performance period ended on 31 December 2022. These have been

valued at the market value of the shares on the date of vesting €13.97 per share (ocial opening price).

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Glanbia plc | Annual Report and Financial Statements 

#### Statutory information and Forward-looking statement

#### Principal activities, strategy and business model

Glanbia plc is a better nutrition company, headquartered in Ireland, with people based in 30 countries worldwide.

The Group’s business model and strategy are summarised in the Strategic Report on pages 15 to 27.

The Group Chairman’s statement on pages 10 to 11, the Chief Executive Ocer’s review on pages 12 to 14, the Operations review on pages

32 to 39 and the Chief Financial Ocer’s review on pages 40 to 45 contain a review of the development and performance of the Group’s

business during the year, of the state of aairs of the business at 30 December 2023, of recent events and of likely future developments.

Information in respect of events since the year end is included in these sections and in Note 36 to the Financial Statements.

As set out on page 43, the Group reported a proﬁt for the period of $344.5 million after exceptionals. Comprehensive reviews of the

ﬁnancial and operating performance of the Group during 2023 are set out in the Chief Financial Ocer’s review on pages 40 to 45

and in the Operations review on pages 32 to 39. Key Performance Indicators are set out on pages 24 and 25. The treasury policy and

the ﬁnancial risk management objectives of the Group are set out in detail in Note 30 to the Financial Statements. Our approach to

our people, diversity equity and inclusion, and our stakeholders are discussed on pages 28 to 31, pages 50 and 51 and page 94 and

sustainability is discussed on pages 46 to 71.

#### Non-Financial Reporting Statement

The Group complies with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings

and groups) Regulations 2017, S.I. No. 360 of 2017 (as amended). The table on page 71 is designed to help stakeholders navigate to the

relevant sections in this Annual Report to understand the Group’s approach to these non-ﬁnancial risks. Many of our policies can be

viewed on www.glanbia.com.

#### Process for appointment/retirement of Directors

In addition to the Companies Act 2014, the constitution of the Company contains provisions regarding the appointment and retirement

of Directors. At each Annual General Meeting (“AGM”) the constitution of the Company provides that each Director who has been in

oce at the conclusion of each of the three preceding AGMs, and who has not been appointed or reappointed at either of the two most

recently held of those three meetings, shall retire from oce; however in accordance with the UK Corporate Governance Code 2018 (the

“Code”), all of the Directors are subject to annual re-election. Each of the current Directors will retire at the 2024 AGM and, being eligible,

oer themselves for election or re-election. The constitution of the Company also allows the election and re-election of Independent

Directors, where applicable, to be conducted in accordance with the election provisions for Independent Non-Executive Directors in the

Euronext Dublin Listing Rules and the United Kingdom Financial Conduct Authority (“FCA”) Listing Rules.

No person, other than a Director retiring by rotation, shall be appointed a Director at any general meeting unless they are

recommended by the Directors or, not less than seven nor more than 42 days before the date appointed for the meeting notice,

executed by a member qualiﬁed to vote at the meeting has been given to the Company of the intention to propose that person for

appointment. If a Director is also a director of Tirlán Co-operative Society Limited (the “Society”), the constitution of the Company

provides that their appointment as a Director shall terminate automatically in the event of them ceasing to be a director of the Society.

The constitution of the Company also contains provisions regarding the automatic retirement of a Director in certain other limited

circumstances.

#### Annual General Meeting

The Company’s 2024 AGM will be held on 1 May 2024 at 11.00 a.m. at Newpark Hotel, Kilkenny, R95 KP63, Ireland. Full details of the 2024

AGM, together with explanations of the resolutions to be proposed, will be contained in the Notice of the 2024 AGM. The record date for

the 2024 AGM will be determined in accordance with section 1087G and 1105 of the Companies Act 2014.

#### Powers of the Directors

The Directors are responsible for the management of the business of the Company and the Group and may exercise all powers of

the Company subject to applicable legislation and regulation and the constitution of the Company. At the 2023 AGM, the Directors

were given the power to issue new shares up to a nominal amount of €4,662,758.40. This power will expire on the earlier of the close

of business on the date of the 2024 AGM or 3 August 2024. Accordingly, a resolution will be proposed at the 2024 AGM to renew the

Company’s authority to issue new shares.

At the 2023 AGM, the Directors were also given the power to:

i.  dis-apply the strict statutory pre-emption provisions in the event of a rights issue or other pre-emptive issue or in any other issue up

to an aggregate amount equal to 5% of the nominal value of the Company’s issued share capital. This 5% limit includes any treasury

shares re-issued by the Company while this authority remains operable; and

ii.  dis-apply the strict statutory pre-emption provisions for an additional 5% for speciﬁc transactions. The resolution gave the Directors

an additional power to allot shares on a non-pre-emptive basis and for cash up to a further 5% of the issued share capital in

connection with an acquisition or a speciﬁed capital investment which is announced contemporaneously with the issue, or which has

taken place in the preceding six month period and is disclosed in the announcement of the issue. The 5% limit includes any treasury

shares reissued by the Company while this authority remains operable.

These powers will expire on the date of the 2024 AGM or 3 August 2024, whichever is earlier. Accordingly, resolutions will be proposed at

the 2024 AGM to renew these authorities. At the 2023 AGM, the Directors were also given the power to buy back a maximum number of

27,228,736 ordinary shares at a minimum price of €0.06 each. The maximum price was an amount equal to 105% of the average of the

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

middle market quotations of the Company’s ordinary shares as derived from the Euronext Dublin Daily Ocial List for the ﬁve business

days immediately preceding the day on which such ordinary shares are contracted to be purchased. This power will expire at the earlier

of the conclusion of the 2024 AGM or 3 August 2024 and a resolution will be proposed at the 2024 AGM to renew this power. A special

resolution will be proposed at the 2024 AGM to renew the Company’s authority to acquire its own shares. At the 2023 AGM, shareholders

also authorised the maximum and minimum prices at which the Company may reissue o-market such shares as it may purchase.

This authority will expire at the earlier of the conclusion of the 2024 AGM or 3 August 2024 (whichever is earlier) and a resolution will be

proposed at the 2024 AGM to renew this authority.

#### Research and development

The Group is fully committed to ongoing technological innovation in all sectors of its business, providing integrated customer-focused

product development by leveraging our global technology capabilities and expertise. Expenditure on research and development

amounted to $22.1 million in 2023 (2022: $21.5 million) as disclosed in Note 5 to the Financial Statements.

#### Dividends

An interim dividend of 14.22 €cent per share was paid on 6 October 2023 (an aggregate of €37.7 million) to shareholders on the share

register at the close of business on 25 August 2023. The Directors propose a ﬁnal dividend of 21.21 €cent per share which based on the

issued share capital at 20 February 2024 (being the latest practicable date prior to the signing of the Financial Statements) would

equate to (an aggregate of €56.2 million) bringing the total dividend in respect of 2023 to 35.43 €cent per share (an aggregate of €93.9

million). Subject to shareholder approval, the ﬁnal dividend will be paid on 3 May 2024 to shareholders on the share register on 22 March

2024. The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.

Total dividends paid during 2023 amounted to an aggregate of €89.8 million (being a ﬁnal dividend of 19.28 €cent per share paid on

5 May 2023 (an aggregate of €52.1 million) and an interim dividend of 14.22 €cent per share paid on 6 October 2023 (an aggregate of

€37.7 million). The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.

All dividend payments will be made by direct credit transfer into a nominated bank or ﬁnancial institution. If a shareholder has not

provided their account details prior to the payment of the dividend, a shareholder will be sent the normal tax voucher advising a

shareholder of the amount of their dividend and that the amount is being held because their direct credit transfer instructions had

not been received in time. A shareholder’s dividends will not accrue interest while they are held. Payment will be transferred to a

shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.

For the past number of years, dividends have been paid in sterling to shareholders whose address, according to the Company’s share

register, is in the UK (unless they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is

applied to all new shareholders who come on to the Company’s share register, regardless of their registered address. Where an existing

shareholder holds shares in certiﬁcated (i.e. paper) form and has previously received sterling because their registered address is in

the UK or because they have previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All

other shareholders will from 15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those

shareholders who hold their shares in uncertiﬁcated (i.e. dematerialised) form).

Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends

electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the

operators of those systems from time to time.

Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is

entitled to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the

standard rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain

Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies

of the exemption form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from

dividends in cases where a properly completed form has not been received by the market deadline for the dividend. Individuals who are

resident in Ireland for tax purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the

shares will need to contact the intermediary through whom the shares are held to ascertain arrangements for tax relief to be applied at

source.

#### Political donations

The Electoral Act, 1997 (as amended) requires companies to disclose all political donations over €200 in aggregate made during the

ﬁnancial year. The Directors, on enquiry, have satisﬁed themselves that no payment or other donations in excess of this amount have

been made by the Group.

#### Issued share capital

At 30 December 2023 the authorised share capital of the Company was 350,000,000 ordinary shares of €0.06 each and the issued

share capital was 265,071,533 (2022: 272,287,360) ordinary shares of €0.06 each, of which circa 28.50% was held by the Society. All the

Company’s shares are fully paid up and quoted on Euronext Dublin and the London Stock Exchange. The Company purchased 7,215,827

ordinary shares during the year as part of the share buyback programme.

Details of the Company’s share capital and shares under share award at 30 December 2023 are given in Notes 22 and 23, respectively, to

the Financial Statements.

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

Glanbia plc | Annual Report and Financial Statements 

#### Share buyback

During 2023, the Company repurchased a total of 7,215,827 ordinary shares, returning a total of circa €100 million in cash to

shareholders. The table below sets out the ordinary shares repurchased under the buyback programme in 2023. See note 23 to the

Consolidated Financial Statements for further details.

Month

Total number of

share buyback

purchases

Average

price

paid per share

March 1,456,548 13.22

April 869,394 13.68

May 1,184,596 13.88

June 1,251,968 13.54

July 967,504 13.82

August 1,053,040 14.59

September 432,777 15.53

Total 2023 7,215,827 13.86

#### Rights and obligations of ordinary shares

On a show of hands at a general meeting, every holder of ordinary shares present in person or by proxy and entitled to vote shall have

one vote. On a poll, every shareholder present in person or by proxy, shall have one vote for every ordinary share held. In accordance with

the provisions of the constitution of the Company, holders of ordinary shares are entitled to a dividend where declared or paid out of

proﬁts available for such purposes. On a return of capital on a winding up, holders of ordinary shares are entitled to participate.

#### Restrictions on transfer of shares/votes

With the exception of restrictions on transfer of shares under the Group’s share schemes, (while the shares are subject to such schemes),

there are no restrictions on the voting rights attaching to the Company’s ordinary shares (except as outlined below) or the transfer of

securities in the Company.

Certain restrictions on transfers of shares may from time to time be imposed by the Group’s share dealing rules and/or the Market

Abuse Regulation (EU) No 596/2014. Directors and certain employees are required to seek the Company’s approval to deal in its

shares. Additionally, members of the Group Operating Executive are required to hold a proportion of the value of their base salary in

shares. These shares may not normally be transferred during the individuals’ period in oce and a short period thereafter, subject to

Remuneration Committee discretion to amend the requirement in exceptional circumstances. Where participants in a Group share

scheme operated by the Group are the beneﬁcial owners of shares but not the registered owner, the voting rights are normally exercised

by the registered owner at the direction of the participants.

Article 2 of the constitution of the Company provides that any ordinary shares acquired by any person who is/was an employee of the

Group or any associate or joint venture (provided such person is neither a Director of the Company nor a director of the Society) shall be

non-voting shares if such acquisition would, if not for this restriction on voting rights, cause such person to be deemed to have acquired

indirect control of the Company or to have to make an oer under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022.

Under the constitution of the Company, the Directors have the power to impose restrictions on the exercise of rights attaching to

share(s) where the holder of the share(s) fails to disclose the identity of any person who may have an interest in those shares. No person

holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any

agreements between holders of securities that may result in restrictions in the transfer of securities or voting rights.

#### Statutory information and Forward-looking statement continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Exercise of rights of shares in employee share schemes

As detailed in Note 23 to the Financial Statements at 30 December 2023, 2,368,126 ordinary shares (2022: 1,711,322) were held in employee

beneﬁt trusts for the purpose of the Company’s employee share schemes.

The Group’s employee beneﬁt trusts have waived dividends due to them in respect of unallocated shares save a nominal amount.

The Trustees of the Group’s employee trusts do not seek to exercise voting rights on shares held in the employee trusts other than on the

direction of the underlying beneﬁciaries. No voting rights are exercised in relation to shares unallocated to individual beneﬁciaries.

#### Rights under the Shareholders’ Rights (Directive 2007/36/EC) Regulations 2009

Shareholder(s) have the right to ask questions related to items on the agenda of a general meeting and to receive answers, subject to

certain qualiﬁcations. Shareholder(s) holding 3% of the issued share capital of the Company, representing at least 3% of its total voting

rights, have the right to put items on the agenda and to table draft resolutions at AGMs. The request must be received by the Company

at least 42 days before the relevant meeting. Further details of shareholders’ rights under the Shareholders’ Rights (Directive 2007/36/

EC) Regulations 2009 will be contained in the Notice of the 2024 AGM.

#### Restrictions on voting deadlines

The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in

relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each

resolution is published on the Group’s website after the meeting.

#### Constitution of the Company

The Company’s constitution details the rights attaching to the shares; the method by which the Company may purchase or reissue

its shares, the provisions which apply to the holding of shares and voting at general meetings and the rules relating to the Directors,

including their appointment, retirement, election, re-election, duties and powers. A copy of the Company’s constitution can be obtained

from the Group’s website: www.glanbia.com.

Unless expressly speciﬁed to the contrary in the constitution of the Company, the Company’s constitution may be amended by special

resolution of the Company’s shareholders.

#### Change of control provisions

The Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the

Group.

In addition, the Company’s employee share plans contain change of control provisions which can allow for the acceleration of the

exercisability of share options and the vesting of share awards in the event of a change of control.

The Board is satisﬁed that no change of control has occurred in respect of these agreements.

#### Substantial interests

The Company has been advised of the following notiﬁable interests in its ordinary share capital as at 30 December 2023 and

20 February 2024 (being the latest practicable date prior to the signing of the Financial Statements):

Shareholder

No. of ordinary

shares as at

30 December 2023

% of issued share

capital as at

30 December 2023

No. of ordinary

shares as at

20 February 2024

% of issued share

capital as at

20 February 2024

Tirlán Co-operative Society Limited 75,537,305 28.50% 75,537,305 28.50%

Franklin Mutual Advisors, LLC 10,776,688 4.07% 10,776,688 4.07%

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

Glanbia plc | Annual Report and Financial Statements 

#### Contracts of significance

On 5 May 2021, the Company and the Society entered into an amended and restated relationship agreement, which was originally

entered into in accordance with Euronext LR 6.1.7/FCA LR 9.2.2AD, eective as of 23 February 2021 (the “Relationship Agreement”). Under

the Relationship Agreement, in 2023, the number of Directors nominated by the Society reduced from ﬁve to three in a board comprising

of 13 members, with eight other Non-Executive Directors and two Executive Directors. When the Society’s holding in the Company fell

below 30% on 13 September 2022, the provisions of the Relationship Agreement terminated with the exception of the above provisions

providing for the right of the Society to appoint Non-Executive Directors.

In connection with disposal by the Company of its interest in Tirlán Limited (formerly Glanbia Ireland DAC) (“Tirlán”), certain agreements

were entered into by the Company and the Society, the principal terms and conditions of which were included in the circular sent to

shareholders on 1 February 2022 in respect of the Extraordinary General Meeting held on 25 February 2022 and is available to view on

www.glanbia.com/egm.

These agreements include:

•  the Services Amendment Agreement between the Company, Tirlán and Glanbia Management Services Limited dated 7 December

2021; and

•  Pensions Agreement between Glanbia, the Society, Glanbia Foods Ireland Limited and Tirlán dated 7 December 2021 in respect of

pension matters arising in the context of the Proposed Transaction.

#### Information required to be disclosed by LR 6.1.77, Euronext Dublin Listing Rules/FCA LR 9.8.4 R

For the purposes of Euronext LR 6.1.77/LR 9.8.4 R, the information required to be disclosed by Euronext LR 6.1.77/FCA LR 9.8.4 R can be

found in the following locations:

Section Topic Location

(1) Interest capitalised and related tax relief Financial Statements, Note 10

(2) Publication of unaudited financial information Not applicable

(3) Small related party transactions Not applicable

(4) Details of long-term incentive schemes Remuneration Committee Report

(5) Waiver of emoluments by a director Not applicable

(6) Waiver of future emoluments by a director Not applicable

(7) Non pre-emptive issues of equity for cash Not applicable

(8) Item (7) in relation to major subsidiary undertakings Not applicable

(9) Parent participation in a placing by a listed subsidiary Not applicable

(10) Contracts of significance Page 154

(11) Provision of services by a controlling shareholder Not applicable

(12) Shareholder waivers of dividends Page 153

(13) Shareholder waivers of future dividends Page 153

(14) Agreement with controlling shareholders and independence provisions/undertakings Not applicable

All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report.

#### Forward-looking statements

The Group has made forward-looking statements in this Annual Report that are based on management’s beliefs and assumptions and

on information currently available to management. Forward-looking statements include, but are not limited to, information concerning

the Group’s possible or assumed future results of operations, business strategies, ﬁnancing plans, competitive position, potential

growth opportunities, potential operating performance improvements, the eects of competition and the eects of future legislation

or regulations. Forward-looking statements include all statements that are not historical facts and can be identiﬁed by the use of

forward-looking terminology such as the words ‘believe,’ ‘develop,’ ‘ensure’, ‘expect’, ‘arrive,’ ‘achieve,’ ‘anticipate,’ ‘maintain,’ ‘grow,’

‘aim,’ ‘deliver,’ ‘sustain,’ ‘should’, ‘should be’, ‘will be’ or the negative of these terms or similar expressions. Forward-looking statements

involve risks, uncertainties and assumptions. Actual results may dier materially from those expressed in these forward-looking

statements. You should not place undue reliance on any forward-looking statements. The risk factors included at pages 75 - 83 of this

Annual Report could cause the Group’s results to dier materially from those expressed in forward-looking statements. There may

be other risks and uncertainties that the Group is unable to predict at this time or that the Group currently does not expect to have a

material adverse eect on its business. These forward-looking statements are made as of the date of this Annual Report. The Group

expressly disclaims any obligation to update these forward-looking statements other than as required by law. The forward-looking

statements in this Annual Report do not constitute reports or statements published in compliance with any of Regulations 4 to 9 and

26 of the Transparency (Directive 2004/109/EC) Regulations 2007 or any equivalent provisions of the Disclosure and Transparency

Rules of the FCA. As an Irish-incorporated company, the Strategic Report does not constitute a strategic report for the purposes of

the UK Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and the Large and Medium-sized Companies

and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the Remuneration Committee report does not constitute a

remuneration report for the purposes of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)

Regulations.

#### Statutory information and Forward-looking statement continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Subsidiary and associated undertakings/branches outside the State

A list of the principal subsidiary and associated undertakings and their activities including details of any branches of the Group outside

the State is included in Note 37 to the Financial Statements.

#### Consolidated disclosures pursuant to Article 8 Taxonomy Regulation

The below disclosure required by Article 8 of the EU Taxonomy Regulation forms part of the Group’s Non-ﬁnancial Reporting Directive

Statement.

Article  Taxonomy Regulation

The Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital ﬂows towards a more

sustainable economy. It represents an important step towards achieving carbon neutrality by 2050 in line with EU goals as the

Taxonomy is a classiﬁcation system for environmentally sustainable economic activities.

During 2023 the European Commission adopted the Environmental Delegated (Commission Delegated Regulation (EU) 2023/2486) Act

as well as the Delegated Act amending the Climate Delegated Act (Commission Delegated Regulation (EU) 2023/2485) bringing new

economic activities in scope for Taxonomy reporting under all six environmental objectives.

In the following section, in line with regulatory guidance, only the wholly-owned business is considered. This therefore excludes joint

venture and associates activities from our evaluation. We present the share of our group turnover, capital expenditure (“Capex”) and

operating expenditure (“Opex”) for the reporting period 2023, which are associated with existing Taxonomy-aligned economic activities

related to the ﬁrst two environmental objectives (climate change mitigation and climate change adaptation) and the share which

are associated with Taxonomy-eligible economic activities for all new economic activities introduced in 2023 relating to all six of the

environmental objectives. The results of the evaluation is disclosed in line with Art. 2 of the Art. 8 Delegated Act, (Disclosures Delegated

Act 2021/2178). The environmental objectives are as follows:

1. Climate change mitigation (“CCM”)

2. Climate change adaptation (“CCA”)

3. Sustainable use and protection of water and marine resources (“WTR”)

4. Transition to a circular economy (“CE”)

5. Pollution prevention and control (“PPC”)

6. Protection and restoration of biodiversity and ecosystems (“BIO”)

Glanbia Activities

Following consideration of the EU Taxonomy Compass, and after a thorough review involving all relevant divisions and functions,

including carrying out detailed workshops with the business unit (“BU”) operational and ﬁnance senior leadership teams, the group

classiﬁed each business activity in line with the EU Taxonomy. The assessment was done by reviewing the economic activities

description and NACE code deﬁnitions as referenced within the; Climate Delegated Act (Commission Delegated Regulation (EU)

2021/2139 amendments 2022/1214 & 2023/2485); Environmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486)

and subsequent amendments and annexes supplementing The Taxonomy Regulation (2020/852). The Group classiﬁed each business

activity as either:

Taxonomy non-eligible An economic activity that is not described in the Climate/Environmental Delegated Acts

Taxonomy-eligible but not

environmentally sustainable

An economic activity which is described in the Climate/Environmental Delegated Acts and does

not meet the requirements associated with a Taxonomy-aligned economic activity

Taxonomy-aligned Taxonomy-eligible and meets the deﬁned Technical Screening Criteria consisting of substantially

contributing to at least one environmental objective and doing no signiﬁcant harm to any of the

other environmental objectives; and is carried out in compliance with ‘Minimum Safeguards’

Our assessment determined, for the limited business activities we identiﬁed as Taxonomy-eligible, that most of them related to the

objective Climate change mitigation with one business activity classiﬁed as Taxonomy-eligible under both Climate change mitigation

and The transition to a circular economy. We avoided double counting between dierent environmental objectives by allocating our

business activities to only climate change mitigation in the disclosure tables. This reﬂects the Group’s actions in working towards our

targets for the reduction of GHG emissions.

Key Performance Indicators (KPIs)

The KPIs include Turnover, Capex and Opex calculations.

Please refer to the disclosure tables included below setting out our KPIs. We also assessed activities against the Complementary

Climate Delegated Act (2022/1214) and have not completed templates 1 to 5 as none of the activities listed in this Act are applicable to

Glanbia.

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Glanbia plc | Annual Report and Financial Statements 

Turnover KPI

Glanbia has not identiﬁed Taxonomy-eligible economic activities in relation to turnover generated during 2023, reﬂecting the fact

that Glanbia’s core activities of food manufacturing and processing are not listed activities within the Climate Delegated Act or

Environmental Delegated Act. We also undertook a deeper review of turnover with cross functional support from our ﬁnance and

operational senior leadership team to evaluate if there was any revenue generated outside of our core economic activities that would

meet the activity description. No eligible turnover was identiﬁed during this review.

In line with last year, with no eligible turnover (numerator) and using a base of our total turnover (denominator) as reported in our

Consolidated Income Statement, we established the proportion of eligible turnover to be zero.

Capex KPI

Overall based on the review exercise carried out, 11.1% of the Group’s capital expenditure during the year met the eligibility criteria as

deﬁned within the Climate Delegated Act and Environmental Delegated Acts. Due to the nature of our activities in food manufacturing

and processing much of our capital expenditure such as: plant upgrades within GN facilities to support production eciency and

strategy commitments; ITC platform development, reporting and integration costs and capitalised research and development (“R&D”)

costs relating to Glanbia’s product development costs, are not covered by the EU Taxonomy activities and therefore our eligible Capex

is a small percentage of our total spend.

In 2023 we identiﬁed a total of 12 eligible activities

•  CCM 4.15 District heating/cooling distribution – $0.1m (0.1%) of eligible spend, relating to the replacement of existing assets in heat

exchanger systems used in the dairy processing plants.

•  CCM 5.1 Construction, extension and operation of water collection, treatment and supply systems – $0.9m (0.8%) of eligible spend

relating to the replacement of existing assets as part of the long-term maintenance of the systems across dairy processing plants.

•  CCM 5.7 Anaerobic digestion of bio-waste – $0.1m (0.1%) of eligible spend, various asset replacements on existing system.

•  CCM 6.5 Transport by motorbikes, passenger cars and light commercial vehicles $0.5m (0.5%) of eligible spend relating to the leasing

of cars.

•  CCM 6.6 Freight transport services by road - leasing of freightliner trucks for $1.2m (1.1%).

•  CCM 7.2/CE 3.2 Renovation of existing buildings – $2.4m (2.2%) of eligible spend, various building renovation projects across

numerous sites.

•  CCM 7.3 Installation, maintenance and repair of energy ecient equipment – $0.1m (0.1%) of eligible spend, installation of LED lighting

at various sites.

•  CCM 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to

buildings - $0.1m (0.1%) of eligible spend being the installation of electric Vehicle (“EV”) chargers at a facility in Germany.

•  CCM 7.5 Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy

performance of buildings- $0.1m (0.1%) of eligible spend, a programme was conducted across a number of sites to install energy

management systems, including power meters.

•  CCM 7.6 Installation, maintenance and repair of renewable energy technologies - installation of solar photovoltaic panels (“PV”)

panels on European facility, $0.7m (0.6%) of eligible spend.

•  CCM 7.7 Acquisition and ownership of buildings - $5.8m (5.4%) of eligible spend mostly relating to the buildings acquired as part of the

acquisition of the bioactive ingredients business of PanTheryx.

In conjunction with our engineering senior leadership team we assessed the eligible list against the Technical Screening Criteria (“TSC”)

and minimum safeguards. Following the assessment, it was concluded that projects from the following activities met the alignment

criteria:

CCM 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached

to buildings)

Substantial contribution – The activity involves the installation of EV charging stations in the car park.

CCM 7.6 Installation, maintenance and repair of renewable energy technologies

Substantial contribution – The activity involves the installation of solar PV on the roof of a manufacturing facility which provide

electricity as part of the technical building system.

#### Statutory information and Forward-looking statement continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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STATEMENTS

OTHER

INFORMATION

Do no significant harm (“DNSH”) – Climate change adaptation

We assessed the two activities in line with the technical screening criteria to which the DNSH criteria for climate change adaptation

applies in the context of the climate-related risks and hazards as outlined in Appendix A of the TSC. As a result of the review it was

determined that for the site in question in relation to activities 7.4 & 7.6 there were no material risks applicable. The climate-related risks

were assessed using two global warming impact scenarios RCP 2.6 and RCP 8.5 and current conditions.

Minimum Safeguards

The scope of the minimum safeguards covers the following four topics:

Human Rights

Glanbia has adopted a Human Rights policy that is grounded in universally recognised human rights standards including; UN Universal

Declaration of Human Rights; UN Guiding Principles on Business and Human Rights; International Labour Organisations Declaration

on Fundamental Principles and Rights at Work. We expect our supply chain partners to comply with the principles of this policy and to

adhere to our Supplier Code of Conduct.

Corruption and Bribery

Glanbia has an Anti-bribery and Corruption policy, which in conjunction with the Glanbia Code of Conduct outlines the expectations

for behaviour of all employees and associated persons. External and internal bribery risks are regularly assessed and appropriate

risk-based procedures are implemented, along with training for employees as appropriate to their activities and associated risks. We

operate a “Speak Up” policy and a 24 hour ‘Safecall’ hotline should any person have a concern.

Taxation

Glanbia’s tax strategy is designed to ensure compliance with all legal and disclosure requirements across the jurisdictions in which the

Group operates as well as with the applicable legal and ﬁduciary duties of directors and employees, and to support the delivery of the

Group’s strategy through the appropriate management of its tax aairs. www.glanbia.com/about/corporate-governance/tax-strategy

Fair Competition

The Group’s Code of Conduct is read by all employees and a declaration of compliance is obtained once an online course has been

completed. There is a section in the Code of Conduct in relation to compliance with applicable competition laws. Additional training

takes place for senior managers and high-risk positions as and when appropriate.

www.glanbia.com/about/corporate-governance/our-policies

Glanbia satisﬁes the requirements of the minimum safeguards in reference to the four topics above and has not been convicted in court

in cases related to human rights, corruption and bribery, taxation or fair competition. Moreover there has been no refusal to enter in a

dialogue or ﬁnal statement on non-compliance from an OECD National Contact Point (“NCP”) for Responsible Business Conduct and no

not-responding to allegations by the Business & Human Rights Resource Centre (“BHRRC”).

Summary of Aligned Capex

Activity

Additions to

PP&E

Internally

generated or

purchased

intangibles

Right-of-use

assets Total

Acquired

through

Business

Combinations

As part of

a Capex Plan

CCM 7.4 $0.1m $0.1m

CCM 7.6 $0.7m – – $0.7m – –

Total $0.8m – – $0.8m – –

Note: There was no aligned Capex in 2022

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Glanbia plc | Annual Report and Financial Statements 

Opex KPI

The analysis of Opex led to the amount analysed being considered insigniﬁcant. The ratio of total Opex as deﬁned by the Taxonomy

(‘Taxonomy Opex’) over Total Group Opex ($m) as noted in note 5 is only 1.2%, predominantly consisting of costs related to the

manufacture and sale of nutritional food and ingredient products, therefore Taxonomy Opex is not a signiﬁcant expense in our business

model. As a result, the low representativeness of Taxonomy Opex, combined with the fact that the Group’s activities are not eligible

to-date, leads the Group to be exempted from the detailed calculation of the Taxonomy Opex KPI. The Taxonomy Opex denominator is

disclosed in the opex tables on page 164 and the calculation of the denominator is set out in the Accounting Policy below.

Accounting Policy

The speciﬁcation of the KPIs is determined in accordance with Annex I of the Disclosures Delegated Act. We determine the Taxonomy-

eligible but not environmentally sustainable and the Taxonomy-aligned KPIs in accordance with the legal requirements and describe

our accounting policy in this regard as follows:

Turnover

The denominator used for the turnover KPI is based on the total revenue recognised pursuant to International Accounting Standard

(“IAS”) 1, paragraph 82 (a) as reported in the Group Income Statement on page 180.

In determining the KPI for Turnover, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not

environmentally sustainable (numerator) are each divided by the denominator.

Refer to note 2 ‘Accounting policies’ on page 187 which outlines the Group’s revenue recognition policy. Refer to note 5 ‘Operating

proﬁt’ incorporating the ‘Revenue’ line for the denominator value. The denominator includes total revenue recognised pursuant to

International Accounting Standard (“IAS”) 1, paragraph 82(a).

Capital Expenditure

The denominator used for the Capex KPI consists of additions to tangible and intangible ﬁxed assets during the ﬁnancial year, before

depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, as well as

excluding changes in fair value. It includes additions to ﬁxed assets (IAS 16), intangible assets (IAS 38) and right-of-use assets (IFRS 16).

Additions resulting from business combinations are also included. Goodwill is not included in Total Capex as it is not deﬁned in Annex I

of the Disclosures Delegated Act.

In determining the KPI for Capex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally

sustainable (numerator) are each divided by the denominator.

Refer to note 2 ‘Accounting policies’ on pages 190 - 192 which outlines our property plant and equipment, intangible assets and leasing

accounting policies. A reconciliation to the denominator is provided below.

EU Taxonomy

Financial

Statements Ref.

2023

$m

2022

$m

PPE – Acquisitions Note 14 11.4 6.5

PPE – Additions Note 14 41.8 35.2

Intangible – Acquisitions Note 16 17.8 46.3

Intangible – Additions Note 16 32.2 39.1

Rights of Use – Acquisitions Note 15 1.2 0.6

Rights of Use – Additions Note 15 3.6 10.8

Capex Denominator 108.0 138.5

#### Statutory information and Forward-looking statement continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

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GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Operating Expenditure

The denominator used for the Opex KPI consists of direct non-capitalised costs that relate to research and development, building

renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing

of assets of property, plant and equipment. This includes:

•  Research and development expenditure recognised as an expense during the reporting period in our income statement, refer to

the second table in note 5 ‘Operating proﬁt’ where a speciﬁc line: ‘Research and development costs’ is included. In line with our

consolidated ﬁnancial statements (IAS 38.126), this includes all non-capitalised expenditure that is directly attributable to research or

development activities.

•  The volume of non-capitalised leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and

low-value leases, refer to note 15 ‘Leasing’. Even though low-value leases are not explicitly mentioned in the Disclosures Delegated

Act, we have interpreted the legislation as to include these leases.

•  Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and

equipment were determined based on the income statement general ledger accounts categorised as repairs and maintenance.

Other direct expenditures relates to spare parts and tools.

The denominator does not include expenditures relating to the day-to-day operation of property, plant and equipment such as: raw

materials, cost of employees operating the machine or electricity or ﬂuids that are necessary to operate the property, plant and

equipment.

In determining the KPI for Opex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally

sustainable (numerator) are each divided by the denominator.

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Glanbia plc | Annual Report and Financial Statements 

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Turnover

(3)

Proportion

of turnover

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

turnover,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Activity 1    – 0%

%

Turnover of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

– 0%

%

Of which Enabling – 0% % % % % % % % E

Of which Transitional – 0% % % T

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-aligned

activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

Activity 1 – 0%

%

Turnover of Taxonomy-eligible but

not environmentally sustainable

activities (not Taxonomy-aligned

activities) (A.2)

– 0% % % % % % %

%

A. Turnover of Taxonomy eligible

activities (A.1+A.2)  – 0% % % % % % %

%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy-non-eligible

activities

5,425.4 100%

TOTAL 5,425.4 100%

#### Statutory information and Forward-looking statement continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Turnover

(3)

Proportion

of turnover

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

turnover,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Activity 1    – 0%

%

Turnover of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

– 0%

%

Of which Enabling – 0% % % % % % % % E

Of which Transitional – 0% % % T

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-aligned

activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

Activity 1 – 0%

%

Turnover of Taxonomy-eligible but

not environmentally sustainable

activities (not Taxonomy-aligned

activities) (A.2)

– 0% % % % % % %

%

A. Turnover of Taxonomy eligible

activities (A.1+A.2)  – 0% % % % % % %

%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy-non-eligible

activities

5,425.4 100%

TOTAL 5,425.4 100%

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Glanbia plc | Annual Report and Financial Statements 

Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Capex

(3)

Proportion

of Capex

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

Capex,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/ N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-

aligned)

Installation, maintenance and repair of charging stations

for electric vehicles in buildings (and parking spaces

attached to buildings)

CCM 7.4 0.1 0.1% EL N/EL N/EL N/EL N/EL N/EL

Y Y Y Y Y Y Y 0% E

Installation, maintenance and repair of renewable

energy technologies

CCM 7.6 0.7 0.6% EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E

Capex of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

0.8 0.7% % % % % % %

Y Y Y Y Y Y Y 0%

Of which Enabling 0.8 0.7% % % % % % % Y Y Y Y Y Y Y % E

Of which Transitional – 0.0% % Y Y Y Y Y Y Y % T

A.2 Taxonomy-Eligible but not environmentally

sustainable activities (not Taxonomy-aligned activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

District heating/cooling CCM 4.15 0.1 0.1% EL

0%

Construction, extension and operation of water

collection, treatment and supply systems

CCM 5.1 0.9 0.8% EL 0%

Anaerobic digestion of bio-waste CCM 5.7 0.1 0.1% EL 0%

Transport by motorbikes, passenger cars and light

commercial vehicles

CCM 6.5 0.5 0.5% EL 0.4%

Freight transport services by road CCM 6.6 1.2 1.1% EL 1.1%

Renovation of existing buildings  CCM 7.2/

CE 3.2

2.4 2.2% EL 3.4%

Installation, maintenance and repair of energy efficiency

equipment

CCM 7.3 0.1 0.1% EL 0%

Installation, maintenance and repair of instruments and

devices for measuring, regulation and controlling energy

performance of buildings

CCM 7.5 0.1 0.1% EL

0%

Acquisition and ownership of buildings  CCM 7.7 5.8 5.4% EL 1.9%

Capex of Taxonomy-eligible but not environmentally

sustainable activities (not Taxonomy-aligned activities)

(A.2)

11.2 10.4% % % % % % %

6.8%

A. Capex of Taxonomy eligible activities (A.1+A.2) 12.0 11.1% % % % % % % 6.8%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Capex of Taxonomy-non-eligible activities 96.0 88.9%

TOTAL 108.0 100.0%

#### Statutory information and Forward-looking statement continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Capex

(3)

Proportion

of Capex

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

Capex,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/ N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-

aligned)

Installation, maintenance and repair of charging stations

for electric vehicles in buildings (and parking spaces

attached to buildings)

CCM 7.4 0.1 0.1% EL N/EL N/EL N/EL N/EL N/EL

Y Y Y Y Y Y Y 0% E

Installation, maintenance and repair of renewable

energy technologies

CCM 7.6 0.7 0.6% EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E

Capex of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

0.8 0.7% % % % % % %

Y Y Y Y Y Y Y 0%

Of which Enabling 0.8 0.7% % % % % % % Y Y Y Y Y Y Y % E

Of which Transitional – 0.0% % Y Y Y Y Y Y Y % T

A.2 Taxonomy-Eligible but not environmentally

sustainable activities (not Taxonomy-aligned activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

District heating/cooling CCM 4.15 0.1 0.1% EL

0%

Construction, extension and operation of water

collection, treatment and supply systems

CCM 5.1 0.9 0.8% EL 0%

Anaerobic digestion of bio-waste CCM 5.7 0.1 0.1% EL 0%

Transport by motorbikes, passenger cars and light

commercial vehicles

CCM 6.5 0.5 0.5% EL 0.4%

Freight transport services by road CCM 6.6 1.2 1.1% EL 1.1%

Renovation of existing buildings  CCM 7.2/

CE 3.2

2.4 2.2% EL 3.4%

Installation, maintenance and repair of energy efficiency

equipment

CCM 7.3 0.1 0.1% EL 0%

Installation, maintenance and repair of instruments and

devices for measuring, regulation and controlling energy

performance of buildings

CCM 7.5 0.1 0.1% EL

0%

Acquisition and ownership of buildings  CCM 7.7 5.8 5.4% EL 1.9%

Capex of Taxonomy-eligible but not environmentally

sustainable activities (not Taxonomy-aligned activities)

(A.2)

11.2 10.4% % % % % % %

6.8%

A. Capex of Taxonomy eligible activities (A.1+A.2) 12.0 11.1% % % % % % % 6.8%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Capex of Taxonomy-non-eligible activities 96.0 88.9%

TOTAL 108.0 100.0%

Proportion of Capex/Total Capex

Taxonomy-aligned per objective Taxonomy-eligible per objective

CCM 0.7% 10.4%

CCA – –

WTR – –

CE – 2.2%

PPC – –

BIO – –

Note: table shows all objectives where there is eligibility

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

Glanbia plc | Annual Report and Financial Statements 

#### Statutory information and Forward-looking statement continued

Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Opex

(3)

Proportion

of Opex

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

Opex,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Activity 1    – %

%

Opex of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

– % % % % % % %

%

Of which Enabling – % % % % % % % % E

Of which Transitional – % % % T

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-aligned

activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

Activity 1 – %

%

Opex of Taxonomy-eligible but

not environmentally sustainable

activities (not Taxonomy-aligned

activities) (A.2)

– % % % % % % %

%

A. Opex of Taxonomy eligible

activities (A.1+A.2) – % % % % % % %

%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Opex of Taxonomy-non-eligible

activities

61.8 100%

TOTAL 61.8 100%

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT

GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.

Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)

Economic activities

(1)

Code(s)

(2)

Opex

(3)

Proportion

of Opex

year N

(4)

Climate

change

mitigation

(5)

Climate

change

adaptation

(6)

Water

(7)

Pollution

(8)

Circular

Economy

(9)

Biodiversity

(10)

Climate

change

mitigation

(11)

Climate

change

adaptation

(12)

Water

(13)

Pollution

(14)

Circular

Economy

(15)

Biodiversity

(16)

Minimum

safeguards

(17)

Proportion

of Taxonomy

aligned (A.1.)

or eligible

(A.2.)

Opex,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable

activities (Taxonomy-aligned)

Activity 1    – %

%

Opex of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

– % % % % % % %

%

Of which Enabling – % % % % % % % % E

Of which Transitional – % % % T

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-aligned

activities)

EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL

Activity 1 – %

%

Opex of Taxonomy-eligible but

not environmentally sustainable

activities (not Taxonomy-aligned

activities) (A.2)

– % % % % % % %

%

A. Opex of Taxonomy eligible

activities (A.1+A.2) – % % % % % % %

%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Opex of Taxonomy-non-eligible

activities

61.8 100%

TOTAL 61.8 100%

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

Glanbia plc | Annual Report and Financial Statements 

#### Directors’ Responsibility Statement

The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements in accordance with

applicable law and regulations. Irish company law requires the Directors to prepare Financial Statements for each ﬁnancial year. Under

that law the Directors are required to prepare the Group Financial Statements in accordance with International Financial Reporting

Standards (IFRS) as adopted by the European Union and Article 4 of the IAS Regulation and elected to prepare the Company Financial

Statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance

with the provisions of the Companies Act 2014. Under Irish law the Directors shall not approve the Group and Company Financial

Statements unless they are satisﬁed that they give a true and fair view of the assets, liabilities and ﬁnancial position, of the Group and

Company respectively, as at the end of the ﬁnancial year and of the proﬁt or loss of the Group for the ﬁnancial year and otherwise

comply with the Companies Act 2014.

In preparing these Group and Company Financial Statements the Directors are required to:

•  select suitable accounting policies and then apply them consistently;

•  make judgements and estimates that are reasonable and prudent;

•  state that the Financial Statements comply with IFRS as adopted by the European Union and ensure the Financial Statements

contain the information required by the Companies Act 2014 and as regards the Company Financial Statements in accordance

with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance with the provisions of the

Companies Act 2014; and

•  prepare the Financial Statements on a going concern basis, unless it is inappropriate to presume that the Group and the Company

will continue in business.

The Directors are also required by the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank (Investment

Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and Transparency

Rules of the UK Financial Conduct Authority to prepare a Directors’ Report and reports relating to Directors’ remuneration and

corporate governance and the Directors are required to include a management report containing, amongst other things, a fair review of

the development and performance of the Group’s business and of its position and a description of the principal risks and uncertainties

facing the Group.

The Directors are responsible for keeping adequate accounting records that are sucient to:

•  correctly record and explain the transactions of the Company;

•  enable, at any time, the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company to be determined with reasonable

accuracy;

•  enable the Directors to ensure that the Group and Company Financial Statements and the Directors’ Report comply with the

Companies Act 2014, and as regards the Group Financial Statements Article 4 of the IAS Regulation; and

•  enable the Group and Company Financial Statements to be audited.

The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of

certain corporate and ﬁnancial information included on the Group’s website (www.glanbia.com). Legislation in Ireland concerning the

preparation and dissemination of Financial Statements may dier from legislation in other jurisdictions.

Each of the Directors, whose names and functions are listed on page 88 and pages 90 - 92 (current Directors) conﬁrms that he/she

considers that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the position, performance, business model and strategy of the Company and the

undertakings included in the consolidation taken as whole. Each of the Current Directors also conﬁrms that to the best of each person’s

knowledge and belief:

•  the Group Financial Statements prepared in accordance with IFRS as adopted by the European Union and the Company Financial

Statements prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and as applied in

accordance with the provision of the Companies Act 2014 give a true and fair view of the assets, liabilities and ﬁnancial position and

proﬁt or loss of the Company and the undertakings included in the consolidation taken as a whole; and

•  the Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the business and

the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the

principal risks and uncertainties that they face.

#### Directors’ Report

The Directors’ Report for the purpose of the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank

(Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and

Transparency Rules of the UK Financial Conduct Authority consists of pages 1-166.

On behalf of the Board

Donard Gaynor    Hugh McGuire    Mark Garvey

Directors

27 February, 2023

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STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION



Glanbia plc | Annual Report and Financial Statements 

#### Financial

#### Statements

![]()



Glanbia plc | Annual Report and Financial Statements 

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company

#### Report on the audit of the financial statements

#### Opinion on the financial statements of Glanbia Public Limited Company (the ‘Company’)

In our opinion the Group and Company ﬁnancial statements:

•  give a true and fair view of the assets, liabilities and ﬁnancial position of the Group and Company as at 30 December 2023 and of the

proﬁt of the Group for the period then ended; and

•  have been properly prepared in accordance with the relevant ﬁnancial reporting frameworks and, in particular, with the requirements

of the Companies Act 2014 and, as regards the Group ﬁnancial statements, Article 4 of the IAS Regulation.

The ﬁnancial statements we have audited comprise:

The Group ﬁnancial statements:

•  the Group income statement;

•  the Group statement of comprehensive income;

•  the Group balance sheet;

•  the Group statement of changes in equity;

•  the Group statement of cash ﬂows; and

•  the related notes 1 to 37, including a summary of material accounting policies as set out in note 2.

The Company ﬁnancial statements:

•  the Company balance sheet;

•  the Company statement of changes in equity; and

•  the related notes 1 to 10, including a summary of material accounting policies as set out in note 1.

The relevant ﬁnancial reporting framework that has been applied in the preparation of the Group ﬁnancial statements is the Companies

Act 2014 and International Financial Reporting Standards as adopted by the European Union (“IFRS”) (“the relevant ﬁnancial reporting

framework”). The relevant ﬁnancial reporting framework that has been applied in the preparation of the Company ﬁnancial statements

is the Companies Act 2014 and FRS 101 ‘Reduced Disclosure Framework’ issued by the Financial Reporting Council (“the relevant

ﬁnancial reporting framework”).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our

responsibilities under those standards are described below in the “Auditor’s responsibilities for the audit of the ﬁnancial statements”

section of our report.

We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the

ﬁnancial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA),

as applied to public interest entities, and we have fulﬁlled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our opinion.

#### Summary of our approach

Key audit matters The key audit matters that we identiﬁed in the current year were:

•  Impairment of goodwill and other intangible assets

•  Provisions for uncertain tax positions

•  Revenue recognition

•  Exceptional items

Materiality The Group materiality that we used in the current year was $14.0m which was determined on the basis of 4.1%

of proﬁt before tax (“PBT”) excluding exceptional items.

The Company materiality that we used in the current year was €6.9m which was determined on the basis of 1.3%

of Net Assets.

Scoping We focused our Group audit scope primarily on the audit work in 60 components. 6 of these were subject to a

full audit, whilst the remaining 54 were subject to audits of speciﬁed balances where the extent of our testing

was based on our assessment of the associated risks of material misstatement, and the materiality of the

component’s operations to the Group. Analytical review procedures were performed by the Group audit team on

all other components within the Group.

Signiﬁcant changes

in our approach

There have been no signiﬁcant changes in our audit approach in the current ﬁnancial period.

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

Glanbia plc | Annual Report and Financial Statements 

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company continued

#### Conclusions relating to going concern

In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the ﬁnancial statements is appropriate.

Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of

accounting included:

•  We evaluated the design and determined the implementation of the relevant controls in place for the directors’ review of the budgets

and forecasts for at least a period of 12 months from the date of signing of the Annual Report and Financial Statements, including

reviewing their challenge of these;

•  We evaluated the Group and Company’s ﬁnancing arrangements, including the agreements in respect of the undrawn committed

bank facilities in place within the Group;

•  We challenged the directors’ assumptions and the basis for their evaluation and the inclusion of sensitivities incorporated in the

budgets and forecasts related to macro-economic factors such as geopolitical factors, any potential supply-chain disruption, labour

challenges and inﬂationary pressures on future trading;

•  We performed a look back analysis of the historical accuracy of forecasts prepared by management;

•  We considered throughout the audit any contradictory information to the directors’ conﬁrmation that the Group and Company is a

going concern, including evaluating whether the assumptions are realistic, achievable and consistent with the external and internal

environment; and

•  We evaluated the completeness and accuracy of the disclosures made on pages 84 and 247 by reference to the understanding we

have obtained of the Group’s and Company’s ﬁnancial performance during 2023, our assessment of the directors’ projections and our

reading of the Group’s and Company’s ﬁnancing agreements.

Based on the work we have performed, we have not identiﬁed any material uncertainties relating to events or conditions that,

individually or collectively, may cast signiﬁcant doubt on the Group and Company’s ability to continue as a going concern for a period of

at least twelve months from when the ﬁnancial statements are authorised for issue.

In relation to the reporting on how the Group has applied the UK Corporate Governance Code and the Irish Corporate Governance

Annex, we have nothing material to add or draw attention to in relation to the directors’ statement in the ﬁnancial statements about

whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this

report.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our audit of the ﬁnancial

statements of the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud)

we identiﬁed, including those which had the greatest eect on: the overall audit strategy, the allocation of resources in the audit; and

directing the eorts of the engagement team. These matters were addressed in the context of our audit of the ﬁnancial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

#### Impairment of goodwill and other intangible assets

Key audit

matter

description

The Group’s goodwill and other intangible assets of $1,537.3m, which are held across 5 (2022: 8) individual Cash

Generating Units (CGUs), represent approximately 41% of the Group’s total assets at period end.

The Group consolidated 3 recently acquired, individual CGUs into the Nutritional Solutions (“NS”) CGU during 2023.

The directors based their decision to consolidate these CGUs due to the interdependency of cash inﬂows and the

original acquisition strategy being that these bolt-on businesses were to beneﬁt from synergies within the NS segment.

As at 30 December 2023, there is 1 (2022: 4) distinct CGU in Glanbia Nutritionals (“GN”) that holds goodwill, namely NS.

There was one acquisition in 2023 within Glanbia Nutritionals which due to the acquisition accounting being performed

on a provisional basis, has not been allocated to a CGU for impairment purposes. As a result of these changes the

number of signiﬁcant CGUs in the Group has decreased from 8 to 5.

In carrying out their impairment review, signiﬁcant judgement is required by the directors in identifying indicators of

impairment, and estimation is required in determining the recoverable amount of the Group’s CGUs.

There is a signiﬁcant fraud risk, pinpointed to 2 CGUs, that the net present value of future cashﬂows within the CGUs

will not be sucient to recover the Group’s carrying value of each CGU including goodwill and other intangible assets

including those with indeﬁnite lives, leading to an impairment charge that has not been recognised in the ﬁnancial

statements.

The recoverable amount used in the impairment assessment is determined based on value in use calculations which

rely on directors’ assumptions and estimates of future trading performance. These assumptions and estimates may be

impacted by new risks and uncertainties arising from geopolitical factors, and other macro-economic factors such as

supply chain disruption, labour challenges, inﬂationary and recessionary pressures, resulting in reduced headroom and

potentially impairment in the carrying value of goodwill and other intangible assets. The key assumptions utilised by the

directors in the impairment reviews are discount rates, cash ﬂow projections and long-term growth rates.

Due to the high degree of auditor judgement and increased audit eort, including the need to involve our fair value

specialists, we have identiﬁed this as a key audit matter.

Refer also to page 114 (Audit Committee Report), pages 191-192 (Intangible assets accounting policy), note 3 (Critical

accounting estimates and judgements) and note 16 to the ﬁnancial statements.

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

Glanbia plc | Annual Report and Financial Statements 

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company continued

How the scope

of our audit

responded

to the key

audit matter

We evaluated the design and determined the implementation of relevant controls in respect of the impairment review

process and the budgeting process upon which the Group’s cash ﬂow projections are based.

In conjunction with our valuation specialists, we evaluated the Group’s impairment review methodology applied by the

directors in preparing the value in use calculations.

We evaluated and challenged the judgements applied in determining the CGUs, particularly in relation to the change to

the composition of the CGUs within GN.

We performed a retrospective review of assumptions used in prior period value in use calculations and compared these

to actual outturn.

We understood and challenged the underlying key assumptions within the Group’s impairment model, including

assessing for any indicators of management bias, by developing an independent view of the discount rates and long-

term growth rates where, in conjunction with our valuation specialists, we benchmarked the rates used by the directors

against market data and comparable organisations.

We obtained and challenged cash ﬂow projections by comparing them to historic growth rates and the Group’s

strategic plans. We challenged and assessed for any indicators of management bias in the Group’s forecasts with

reference to recent performance and macro-economic factors such as climate, geopolitical factors, supply chain

disruption, labour challenges, inﬂationary and recessionary pressures and trend analysis including comparing recent

historic CGU performance to budgets. We evaluated the directors’ sensitivity analysis and performed our own sensitivity

analysis on the key assumptions used.

Where we noted any signiﬁcant reductions or increases in headroom for a CGU since the prior period, we gained

an understanding of the reasons giving rise to the reduction/increase and performed additional procedures to

substantiate these reasons. We held discussions with the business unit controllers to understand the changes being

implemented at the site level to achieve the targets set in the strategic plans.

We evaluated the completeness and accuracy of the disclosures in relation to goodwill and other intangible assets for

compliance with the relevant ﬁnancial reporting framework.

Key

observations

While we note that speciﬁc actions are required by the Group to achieve the forecasts outlined in the Group’s strategic

plans, particularly in light of increasing inﬂationary pressures, over the short and medium term, we concurred with the

directors’ conclusions from their annual impairment review, that there was no impairment of goodwill or indeﬁnite life

intangible assets.

![]()



Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Provisions for uncertain tax positions

Key audit

matter

description

The Group operates across numerous multinational jurisdictions, the most signiﬁcant of which are Ireland and the US,

and are subject to periodic challenge by local tax authorities on a range of tax matters during the normal course of

business including transfer pricing, Group ﬁnancing arrangements and transaction-related tax matters.

The directors apply signiﬁcant judgement in assessing current and deferred tax risks and exposures in relation to the

interpretation of local and international tax laws, rates and treaties relating to worldwide provisions for uncertain tax

positions.

As a result, there is a signiﬁcant risk that tax authorities could have dierent interpretations to those of the directors,

and that the directors’ judgements are reﬂective of management bias, resulting in potential misstatement of tax

provisions.

Due to the high degree of auditor judgement and increased audit eort, including the need to involve our tax specialists,

we have identiﬁed this as a key audit matter.

Refer also to page 114 (Audit Committee Report), pages 189-190 (Income taxes accounting policy), note 3 (Critical

accounting estimates and judgements) and notes 11 and 26 to the ﬁnancial statements.

How the scope

of our audit

responded to

the key audit

matter

To obtain evidence over the appropriateness of the directors’ assumptions in determining provisions for uncertain tax

positions, we obtained an understanding of the Group’s tax strategy, tax operating models and correspondence with

various tax authorities during the ﬁnancial period.

We evaluated the design and determined the implementation of the relevant controls in respect of the tax risk

management process.

We also reviewed the directors’ assessment of related tax risks and exposures across the Group for the identiﬁcation of

uncertain tax positions.

We engaged our Irish and International tax specialists as part of our audit team, including US tax specialists, to analyse

and challenge the appropriateness of the assumptions made by the directors in determining the current and deferred

tax provisions and any movements in those provisions on an annual basis.

We challenged and evaluated directors’ assumptions and estimates, including any indicators of management bias

within these, including external advice obtained, in respect of tax risks and related provisions. We focused particularly

on the directors’ judgements made in relation to transfer pricing models, interpretations of relevant tax laws, new and

amended Group ﬁnancing arrangements and the directors’ assessment of likely outcomes for uncertain tax positions in

key jurisdictions where the Group has signiﬁcant trading operations.

We inspected relevant correspondence between the Group and various tax authorities.

We evaluated the completeness and accuracy of current and deferred tax disclosures for compliance with the relevant

ﬁnancial reporting framework.

Key

observations

We note that there is inherent uncertainty and unpredictability in relation to the above tax matters, however, based

on the audit work performed as outlined above, we have concluded the Directors’ judgement and measurement of

uncertain tax positions to be within an acceptable range of estimates.

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

Glanbia plc | Annual Report and Financial Statements 

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company continued

#### Revenue recognition

Key audit

matter

description

The Group sells products to customers under a variety of contractual terms. The Group’s revenue arrangements are

predominantly straightforward and require little judgement to be exercised. However, in the Performance Nutrition

(GPN) segment, discounts, rebates and other promotional arrangements are a feature and revenue must be recognised

net of these selling arrangements.

At the period end, management estimates the level of discounts, rebates and other promotional arrangements to

be applied to its sales contracts. Judgement is required to determine the level of accruals required to settle these

arrangements with customers post period-end, which impacts the amount of revenue recognised in the period. We

have therefore pinpointed the signiﬁcant presumed risk of fraud, including management bias, in revenue recognition t o

period-end accrued rebates relating to selling arrangements, and the corresponding debit adjustment to revenue as a

risk exists that revenue could be misstated either intentionally to achieve performance targets, or as a result of error.

Due to the judgements made by management in respect of discounts, rebates and other promotional arrangements,

this required extensive audit eort, therefore we have considered this as a key audit matter.

Refer also to page 114 (Audit Committee Report), and page 187 (Revenue recognition accounting policy)

How the scope

of our audit

responded to

the key audit

matter

We obtained an understanding of the various revenue contracts and selling arrangements in place with customers

across all segments of the Group, and of the relevant internal controls and IT systems in place over the revenue

processes to determine if revenue was appropriately recognised to reﬂect the terms of contracts with customers.

We focused speciﬁcally on the GPN segment as these selling arrangements are a signiﬁcant feature of the GPN

business. We evaluated the design and determined the implementation of relevant controls in respect of discounts,

rebates and promotional arrangements applied to revenue contracts.

Operating eectiveness testing was performed, and controls were relied upon.

We discussed key contractual arrangements with management and obtained relevant documentation, including

documentation in respect of discounts, rebates and other promotional arrangements.

On a sample basis, we recalculated period-end accruals based on underlying contracts with customers and assessed

whether there was any evidence of management bias in key judgements made by management.

We also performed retrospective look-back analysis over changes to prior period estimates to challenge the

assumptions made, including assessing the amounts recorded for evidence of management bias.

Key

observations

We have no observations that impact on our audit in respect of the amounts and disclosures related to revenue

recognition.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Exceptional items

Key audit

matter

description

As described in note 2 (summary of accounting polices) and note 6 (Exceptional items) the Group, in accordance with

its stated accounting policy, classiﬁed a number of signiﬁcant items of income and expense totalling a gain of $46.4m

as exceptional items. These exceptional items primarily relate to net exceptional gain on disposal/exit of operations,

pension related costs, portfolio reorganisation costs, exceptional charge after tax from discontinued operations and the

related tax impact of these exceptional items.

Earnings before interest, tax and amortisation (EBITA) is disclosed throughout the Annual Report and Financial

Statements on a pre-exceptional basis and is one of the Group’s key performance indicators.

The classiﬁcation of items as exceptional aects adjusted earnings per share and is inherently judgemental. As a result,

there is a risk that items are not consistently classiﬁed as exceptional items in line with the Group’s accounting policy, or

are not adequately disclosed.

Because of the signiﬁcant audit eort and judgement made by the directors in respect of the classiﬁcation of

exceptional items, we have identiﬁed this as a key audit matter.

Refer also to page 114 (Audit Committee Report), and page 187 (Exceptional Items accounting policy)

How the scope

of our audit

responded to

the key audit

matter

We obtained an understanding of the process the directors undertook to identify and present exceptional items

within the Annual Report and Financial Statements. For each of these exceptional items, we audited the underlying

transactions giving rise to the charge or credit recognised.

We challenged the nature and classiﬁcation of transactions as exceptional items in accordance with the Group’s

accounting policy, whilst also challenging whether the accounting policy for exceptional items is appropriate and has

been applied consistently with previous periods.

We evaluated the completeness and accuracy of the presentation and disclosures of exceptional items in the Group’s

ﬁnancial statements against requirements under the relevant ﬁnancial reporting framework.

Key

observations

We have no observations that impact on our audit in respect of the amounts and disclosures related to exceptional

items.

Our audit procedures relating to these matters were designed in the context of our audit of the ﬁnancial statements as a whole, and not

to express an opinion on individual accounts or disclosures. Our opinion on the ﬁnancial statements is not modiﬁed with respect to any

of the risks described above, and we do not express an opinion on these individual matters.

#### Our application of materiality

We deﬁne materiality as the magnitude of misstatement in the ﬁnancial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or inﬂuenced. We use materiality both in planning the scope of our

audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows:

Group financial statements Company financial statements

Materiality $14.0m (2022 : $13.2m) €6.9m (2022 : €6.9m)

Basis for determining materiality 4.1% of proﬁt before tax (“PBT”) excluding

exceptional items

1.3% of Net Assets

Rationale for the benchmark applied We have considered PBT excluding

exceptional items to be the critical

component for determining materiality

because it is the most important measure

for the users of the Group’s ﬁnancial

statements and the impact of exceptionals

is excluded to avoid distortion of the critical

component on an annual basis.

As a non-trading Company, the Company

does not generate signiﬁcant revenues but

instead incurs costs, thus net assets are of

most relevance to the users of the Company

ﬁnancial statements.

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Glanbia plc | Annual Report and Financial Statements 

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company continued

Profit before tax (“PBT”)

excluding exceptional

items .m

Component materiality range .m to

.m

Group materiality .m

Reporting threshold to those charged

with Governance .m

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the ﬁnancial statements as a whole.

Group financial statements Company financial statements

Performance materiality 80% (2022: 80%) of Group materiality 80% (2022: 80%) of Company materiality

Basis and rationale for determining

performance materiality

In determining performance materiality, we considered the following factors:

•  Our cumulative knowledge of the Group and Company’s control environment

and the quality of the control environment and our ability to rely on controls; and

•  the nature, volume and size of misstatements (corrected and/or uncorrected) in

the previous audit

We agreed with the Audit Committee that we would report to them all audit dierences in excess of $0.7m (2022 : $0.66m) as well as

dierences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee

on disclosure matters that we identiﬁed when assessing the overall presentation of the ﬁnancial statements.

#### An overview of the scope of our audit

We determined the scope of our Group audit by obtaining an understanding of the Group and its environment, including disposals

and acquisitions that occurred during the ﬁnancial period, Group-wide internal ﬁnancial controls, and assessing the risks of material

misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work in

60 components. 6 of these were subject to a full audit, whilst the remaining 54 were subject to speciﬁed audit procedures where the

extent of our testing was based on our assessment of the associated risks of material misstatement and of the materiality of the

component’s operations to the Group. Analytical review procedures were performed by the Group audit team on all other components

within the Group.

The above components were selected based on the level of coverage achieved on revenue and net assets, the qualitative and risk

considerations of these components and to provide an appropriate basis for undertaking audit work to address the risks of material

misstatement identiﬁed. Our audit work for all components was executed at levels of materiality applicable to each individual

component which were lower than Group materiality and ranged from $5.6m to $9.0m.

At the Group level, we also tested the consolidation process and carried out analytical procedures to conﬁrm our conclusion that there

were no signiﬁcant risks of material misstatement of the aggregated ﬁnancial information of the remaining components not subject to

a full audit or speciﬁed audit procedures.

The Group audit team, adopting a hybrid approach, held planning discussions in person and/or virtually with all signiﬁcant components

during the period and visited a number of locations in the US and Ireland as part of our audit planning.

In addition to our planning meetings, we sent detailed instructions to our component audit teams, included them in our team brieﬁngs,

discussed their risk assessment, attended client planning and closing meetings, and, for signiﬁcant risks and judgemental

areas, reviewed their audit working papers.

#### The impact of climate change on our audit

In planning our audit, we considered the potential impacts of climate change on the Group and Company’s business and its ﬁnancial

statements. The Group has set out in the Strategic Report on pages 48 to 71 its commitment to achieving reductions in Scope 1 and

Scope 2 greenhouse gas emissions (GHGs) and also reductions in Scope 3 GHGs by 2030 as well as its commitment to a number of other

shorter-term targets.

As a part of our audit, we have incorporated climate change into our risk assessment, including enquiries of management, to

understand how the impact of these commitments made by the Group in respect of climate change may impact the ﬁnancial

statements and our audit. There was no impact of this work on our key audit matters.

We have read the disclosures of climate related information in the Annual Report and Financial Statements and considered whether it

is materially consistent with the ﬁnancial statements and our audit knowledge.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Other information

The other information comprises the information included in the Annual Report and Financial Statements, other than the ﬁnancial

statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report

and Financial Statements.

Our opinion on the ﬁnancial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

the ﬁnancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement

in the ﬁnancial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

#### Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the ﬁnancial

statements and for being satisﬁed that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such

internal control as the directors determine is necessary to enable the preparation of ﬁnancial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the ﬁnancial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.

#### Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements.

A further description of our responsibilities for the audit of the ﬁnancial statements is located on IAASA’s website at: https://iaasa.ie/

publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-ﬁnancial-statements. This description forms part of

our auditor’s report.

#### Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws

and regulations, we considered the following:

•  the nature of the industry and sector, control environment and business performance including the design of the Group’s

remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

•  the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;

•  results of our enquiries of management internal audit, legal counsel, Company Secretary and the Audit Committee about their own

identiﬁcation and assessment of the risks of irregularities;

•  any matters we identiﬁed having obtained and reviewed the Group’s documentation of their policies and procedures relating to:

– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-

compliance;

– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

•  the matters discussed among the audit engagement team including signiﬁcant component audit teams and relevant internal

specialists, including tax, valuations, pensions, and IT regarding how and where fraud might occur in the ﬁnancial statements and

any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and

identiﬁed the greatest potential for fraud in the following areas: ‘Impairment of goodwill and other intangible assets’, ‘Provisions for

uncertain tax positions’ and ‘Revenue recognition’. In common with all audits under ISAs (Ireland), we are also required to perform

speciﬁc procedures to respond to the risk of management override.

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Glanbia plc | Annual Report and Financial Statements 

#### Independent auditor’s report to the members of Glanbia

#### Public Limited Company continued

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those

laws and regulations that had a direct eect on the determination of material amounts and disclosures in the ﬁnancial statements.

The key laws and regulations we considered in this context included the Irish Companies Act 2014, UK Corporate Governance Code, Irish

Corporate Governance Annex, Irish and UK Listing Rules, pensions legislation, and tax legislation in Ireland and the United States.

In addition, we considered provisions of other laws and regulations that do not have a direct eect on the ﬁnancial statements but

compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the food

safety and environmental regulations that the Group operates under.

Audit response to risks identified

As a result of performing the above, we identiﬁed ‘Impairment of goodwill and other intangibles’, ‘Provisions for uncertain tax positions’

and ‘Revenue recognition’ as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains

the matters in more detail and also describes the speciﬁc procedures we performed in response to those key audit matters.

In addition to the above, our procedures to respond to risks identiﬁed included the following:

•  reviewing the ﬁnancial statement disclosures and testing to supporting documentation to assess compliance with provisions of

relevant laws and regulations described as having a direct eect on the ﬁnancial statements;

•  enquiring of management, the Audit Committee and in-house and external legal counsel concerning actual and potential litigation

and claims;

•  performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material

misstatement due to fraud;

•  reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with

relevant tax authorities; and

•  in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

evaluating the business rationale of any signiﬁcant transactions that are unusual or outside the normal course of business.

We also communicated relevant identiﬁed laws and regulations and potential fraud risks to all engagement team members including

internal specialists and signiﬁcant component audit teams, and remained alert to any indications of fraud or non-compliance with laws

and regulations throughout the audit.

#### Report on other legal and regulatory requirements

#### Opinion on other matters prescribed by the Companies Act 2014

Based solely on the work undertaken in the course of the audit, we report that:

•  We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

•  In our opinion the accounting records of the Company were sucient to permit the ﬁnancial statements to be readily and properly

audited.

•  The Company balance sheet is in agreement with the accounting records.

•  In our opinion the information given in those parts of the directors’ report as speciﬁed for our review is consistent with the ﬁnancial

statements and the directors’ report has been prepared in accordance with the Companies Act 2014.

#### Corporate Governance Statement required by the Companies Act 2014

We report, in relation to information given in the Corporate Governance Statement on pages 86 to 108 that:

•  In our opinion, based on the work undertaken during the course of the audit, the information given in the Corporate Governance

Statement pursuant to subsections 2(c) and (d) of section 1373 of the Companies Act 2014 is consistent with the Company’s statutory

ﬁnancial statements in respect of the ﬁnancial year concerned and such information has been prepared in accordance with the

Companies Act 2014.

•  Based on our knowledge and understanding of the Company and its environment obtained in the course of the audit,

we have not identiﬁed any material misstatements in this information; and

•  In our opinion, based on the work undertaken during the course of the audit, the Corporate Governance Statement contains the

information required by Regulation 6(2) of the European Union (Disclosure of Non-Financial and Diversity Information by certain

large undertakings and Groups) Regulations 2017 (as amended); and

•  In our opinion, based on the work undertaken during the course of the audit, the information required pursuant to section 1373(2)(a),

(b), (e) and (f) of the Companies Act 2014 is contained in the Corporate Governance Statement.

#### Corporate Governance Statement

The Listing Rules and ISAs (Ireland) require us to review the directors’ statement in relation to going concern, longer-term viability

and the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate

Governance Code and Irish Corporate Governance Annex speciﬁed for our review.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the ﬁnancial statements and our knowledge obtained during the audit:

•  the directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identiﬁed set out on pages 84 and 247;

•  the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is

appropriate set out on pages 84 and 85;

•  the directors’ statement on fair, balanced and understandable set out on page 107;

•  the board’s conﬁrmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the

annual report that describe the principal risks and the procedures in place to identify emerging risks and an explanation of how they

are being managed or mitigated set out on pages 75 to 83;

•  the section of the annual report that describes the review of eectiveness of risk management and internal control systems set out

on pages 72 to 75; and

•  the section describing the work of the Audit Committee set out on pages 109 to 115.

#### Matters on which we are required to report by exception

Based on the knowledge and understanding of the Group and Company and its environment obtained in the course of the audit, we

have not identiﬁed material misstatements in those parts of the directors’ report as speciﬁed for our review.

The Companies Act 2014 requires us to report to you if, in our opinion, the Company has not provided the information required by

Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and

Groups) Regulations 2017 (as amended) for the period end date. We have nothing to report in this regard.

The Companies Act 2014 also requires us to report to you if, in our opinion, the Company has not provided the information required by

Section 1110N in relation to its remuneration report. We have nothing to report in this regard.

We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the

disclosures of directors’ remuneration and transactions speciﬁed by law are not made.

The Listing Rules of the Euronext Dublin require us to review six speciﬁed elements of disclosures in the report to shareholders by the

Board of Directors’ remuneration committee. We have nothing to report in this regard.

#### Other matters which we are required to address

We were appointed by Glanbia plc on 27 April 2016 to audit the ﬁnancial statements for the ﬁnancial period end date 31 December 2016.

The period of total uninterrupted engagement including previous renewals and reappointments of the ﬁrm is eight years, covering the

ﬁnancial periods ending 31 December 2016 to 30 December 2023.

The non-audit services prohibited by IAASA’s Ethical Standard were not provided and we remained independent of the Company in

conducting the audit.

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISA

(Ireland) 260.

#### Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit

work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Emer O’Shaughnessy

For and on behalf of Deloitte Ireland LLP

Chartered Accountants and Statutory Audit Firm

Deloitte & Touche House, 29 Earlsfort Terrace, Dublin 2

27 February 2024

An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in particular on whether any

changes may have occurred to the ﬁnancial statements since ﬁrst published. These matters are the responsibility of the directors but no control procedures can

provide absolute assurance in this area.

Legislation in Ireland governing the preparation and dissemination of ﬁnancial statements diers from legislation in other jurisdictions.

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Glanbia plc | Annual Report and Financial Statements 

#### Group income statement

#### for the financial year ended 30 December 2023

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | Restated\* |  |
|  |  |  | 2023 |  |  | 2022 |  |
|  |  | Pre- | Exceptional |  | Pre- | Exceptional |  |
|  |  | exceptional | $m | Total | exceptional | $m | Total |
|  | Notes | $m | (note 6) | $m | $m | (note 6) | $m |
| Continuing operations |  |  |  |  |  |  |  |
| Revenue | 4/5 | 5, 425 .4 | – | 5 ,42 5. 4 | 5,943.7 | – | 5,94 3.7 |
| Operating profit before intangible asset amortisation |  |  |  |  |  |  |  |
| and impairment (earnings before interest, tax and  amortisation (EBITA)) | 5 | 42 4.0 | 4 7. 8 | 471 . 8 | 365.7 | (23 .1) | 3 42 .6 |
| Intangible asset amortisation and impairment | 5 | (7 9.6) | – | (7 9.6) | (7 9.1) | (2 7. 9) | (1 0 7. 0) |
| Operating profit | 5 | 344.4 | 4 7. 8 | 3 92 . 2 | 286.6 | (51 .0) | 235 .6 |
| Finance income | 10 | 9.8 | – | 9.8 | 1.9 | 7. 7 | 9.6 |
| Finance costs | 10 | (22 .1) | – | (2 2 .1) | (23 . 7) | (0. 6) | (24 . 3) |
| Share of results of joint ventures accounted for using the  equity method | 17 | 12 .5 | – | 12 .5 | 16. 3 | 0. 2 | 16. 5 |
| Profit before taxation |  | 344 .6 | 4 7. 8 | 3 92 .4 | 28 1 .1 | (4 3 . 7) | 2 3 7. 4 |
| Income taxes | 11 | (4 6 . 5) | 1.8 | (4 4 . 7) | (33 .1) | 6 .0 | (2 7. 1) |
| Profit from continuing operations |  | 29 8 .1 | 49. 6 | 3 4 7. 7 | 24 8 . 0 | (3 7. 7) | 210. 3 |
| Discontinued operations |  |  |  |  |  |  |  |
| (Loss)/profit after tax from discontinued operations | 33 | – | (3 . 2) | (3 . 2) | – | 60.3 | 60. 3 |
| Profit for the year |  | 29 8 .1 | 46.4 | 344.5 | 24 8 . 0 | 22.6 | 270.6 |
| Attributable to: |  |  |  |  |  |  |  |
| Equity holders of the Company | 24 |  |  | 344.4 |  |  | 27 1 .4 |
| Non-controlling interests |  |  |  | 0.1 |  |  | (0. 8) |
|  |  |  |  | 344.5 |  |  | 270.6 |
| Earnings Per Share from continuing operations attributable to the equity holders of the Company |  |  |  |  |  |  |  |
| Basic Earnings Per Share (cent) | 12 |  |  | 13 0.41 |  |  | 76 . 55 |
| Diluted Earnings Per Share (cent) | 12 |  |  | 128 .67 |  |  | 75. 59 |
| Earnings Per Share attributable to the equity holders of the Company |  |  |  |  |  |  |  |
| Basic Earnings Per Share (cent) | 12 |  |  | 1 29. 2 1 |  |  | 98.40 |
| Diluted Earnings Per Share (cent) | 12 |  |  | 1 2 7. 5 0 |  |  | 9 7. 1 8 |

\*   Restated throughout for presentation in US Dollar. See note 2 for further details.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Restated\* |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Profit for the year |  | 344.5 | 270.6 |
| Other comprehensive income |  |  |  |
| Items that will not be reclassified subsequently to the Group income statement: |  |  |  |
| Remeasurements on defined benefit plans, net of deferred tax |  | 1.5 | 12.7 |
| Revaluation of equity investments at FVOCI, net of deferred tax | 23 | 0. 2 | 0.5 |
| Share of other comprehensive income of joint ventures accounted for using the equity |  |  |  |
| method, net of deferred tax | 17 | 0.1 | 0.5 |
| Items that may be reclassified subsequently to the Group income statement: |  |  |  |
| Currency translation differences | 23 | 4.4 | (32 . 5) |
| Currency translation difference arising on net investment hedge | 23 | 3.5 | (5 .7) |
| Movement in cash flow hedges, net of deferred tax | 23(c) | (2 . 9) | 2. 8 |
| Share of other comprehensive income of joint ventures accounted for using the equity |  |  |  |
| method, net of deferred tax | 17 | (2 . 5) | 17. 2 |
| Other comprehensive income for the year, net of tax |  | 4.3 | (4 . 5) |
| Total comprehensive income for the year |  | 348.8 | 2 66 .1 |
| Attributable to: |  |  |  |
| Equity holders of the Company |  | 348.7 | 266 .9 |
| Non-controlling interests |  | 0.1 | (0. 8) |
| Total comprehensive income for the year |  | 348.8 | 2 66 .1 |

\*   Restated throughout for presentation in US Dollar. See note 2 for further details.

#### Group statement of comprehensive income

#### for the financial year ended 30 December 2023

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

Glanbia plc | Annual Report and Financial Statements 

#### Group balance sheet

#### as at 30 December 2023

Notes

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | Restated\* | Restated\* |
|  |  | 30 December | 31 December | 2 January |
|  |  | 2023 | 2022 | 2022 |
|  |  | $m | $m | $m |
| ASSETS |  |  |  |  |
| Non-current assets |  |  |  |  |
| Property, plant and equipment | 14 | 51 5.1 | 510. 8 | 5 49.6 |
| Right-of-use assets | 15 | 88.3 | 100.7 | 113 . 2 |
| Intangible assets | 16 | 1,53 7 .3 | 1,548.8 | 1 , 5 5 7.7 |
| Interests in joint ventures | 17 | 159 .3 | 225. 3 | 209. 3 |
| Other financial assets | 18 | 2 .6 | 2.3 | 2. 2 |
| Loans to joint ventures | 35 | – | 65.6 | 48 .1 |
| Deferred tax assets | 26 | 5.2 | 5 .0 | 5.4 |
| Other receivables |  | – | 0.3 | 0. 9 |
| Derivative financial instruments | 29(a) | – | – | 0.6 |
| Retirement benefit assets | 8 | 8. 2 | 3.2 | 3.3 |
|  |  | 2, 316 .0 | 2,462 .0 | 2,490. 3 |
| Current assets |  |  |  |  |
| Inventories | 20 | 55 0.2 | 750. 5 | 672. 3 |
| Trade and other receivables | 19 | 501 .8 | 404. 8 | 4 0 7. 0 |
| Current tax receivable |  | 1 7. 4 | 13 .7 | 10.0 |
| Derivative financial instruments | 29(a) | – | 3.1 | 2. 5 |
| Cash and cash equivalents (excluding bank overdrafts) | 21 | 413 .7 | 4 6 7. 9 | 261.7 |
|  |  | 1, 4 83 .1 | 1 ,64 0.0 | 1, 353.5 |
| Assets held for sale | 33 | – | 15. 2 | 265 .0 |
|  |  | 1, 4 83 .1 | 1,655.2 | 1,618.5 |
| Total assets |  | 3, 79 9.1 | 4 , 1 1 7. 2 | 4,1 08.8 |
| EQUITY |  |  |  |  |
| Issued capital and reserves attributable to equity holders of the Company |  |  |  |  |
| Share capital and share premium | 22 | 1 29. 7 | 130. 2 | 13 1.1 |
| Other reserves | 23 | 1 72 .1 | 1 6 7. 9 | 161.8 |
| Retained earnings | 24 | 1,830.8 | 1,686.2 | 1, 669.0 |
|  |  | 2 ,1 32 .6 | 1, 984.3 | 1,961.9 |
| Non-controlling interests |  | – | 8.4 | 9. 2 |
| Total equity |  | 2 ,1 32 .6 | 1, 99 2. 7 | 1, 97 1 .1 |
| LIABILITIES |  |  |  |  |
| Non-current liabilities |  |  |  |  |
| Borrowings | 25 | 553.5 | 682. 5 | 789.7 |
| Lease liabilities | 15 | 89.3 | 103 .5 | 119.0 |
| Other payables |  | – | – | 36.9 |
| Retirement benefit obligations | 8 | 1 .0 | 1.5 | 19. 3 |
| Deferred tax liabilities | 26 | 1 3 7. 9 | 138 .3 | 163 .6 |
| Provisions | 27 | 4. 3 | 4.0 | 4.1 |
|  |  | 786.0 | 929. 8 | 1 ,132.6 |
| Current liabilities |  |  |  |  |
| Trade and other payables | 28 | 6 59 .1 | 826. 5 | 7 58 .1 |
| Borrowings | 25 | 108.9 | 275 .4 | 15 4.6 |
| Lease liabilities | 15 | 2 0.1 | 19. 0 | 16 .4 |
| Current tax liabilities |  | 6 7. 3 | 5 4.1 | 60.0 |
| Derivative financial instruments | 29(a) | 2 .0 | 1 .0 | 1.4 |
| Provisions | 27 | 23 .1 | 12.0 | 14. 6 |
|  |  | 880. 5 | 1 ,1 8 8 .0 | 1,005. 1 |
| Liabilities held for sale | 33 | – | 6 .7 | – |
|  |  | 880. 5 | 1, 194.7 | 1,005. 1 |
| Total liabilities |  | 1,666.5 | 2 ,1 24. 5 | 2 , 1 3 7. 7 |
| Total equity and liabilities |  | 3, 79 9.1 | 4 , 1 1 7. 2 | 4,1 08.8 |

\*  Restated throughout for presentation in US Dollar. See note 2 for further details.

On behalf of the Board

Donard Gaynor

Directors

Hugh McGuire Mark Garvey

27 February 2024

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Attributable to equity holders of the Company |  |  |  |
|  | Share capital |  |  |  | Non- |  |
|  | and share | Other | Retained |  | controlling |  |
|  | premium | reserves | earnings | Total | interests | Total |
|  | $m | $m | $m | $m | $m | $m |
| 2023 | (note 22) | (note 23) | (note 24) |  |  |  |
| Balance at 1 January 2023 | 130. 2 | 1 6 7. 9 | 1,686.2 | 1,984.3 | 8 .4 | 1,9 92 .7 |
| Profit for the year | – | – | 344.4 | 344.4 | 0 .1 | 344. 5 |
| Other comprehensive income | – | 2.7 | 1 .6 | 4.3 | – | 4. 3 |
| Total comprehensive income for the year | – | 2 .7 | 346 .0 | 348 .7 | 0 .1 | 348.8 |
| Dividends | – | – | (97.2) | (97.2) | – | (97.2) |
| Purchase of own shares | – | (14 8 .1) | – | (14 8 .1) | – | (1 48 .1) |
| Cancellation of own shares | (0 . 5) | 109. 2 | (108 .7) | – | – | – |
| Cost of share-based payments | – | 24. 5 | – | 24. 5 | – | 24 .5 |
| Transfer on exercise, vesting or expiry of share-based |  |  |  |  |  |  |
| payments | – | 5.8 | (5 . 8) | – | – | – |
| Deferred tax on share-based payments | – | – | 2 .1 | 2 .1 | – | 2 .1 |
| Acquisition of NCI | – | – | 8.2 | 8.2 | (8. 5) | (0. 3) |
| Transfer to Group income statement | – | 1 0.1 | – | 1 0.1 | – | 10 .1 |
| Balance at 30 December 2023 | 129. 7 | 17 2 .1 | 1,830.8 | 2 ,1 32 .6 | – | 2 ,1 32 .6 |
| Restated\* |  |  |  |  |  |  |
| 2022 |  |  |  |  |  |  |
| Balance at 2 January 2022 | 131 .1 | 161.8 | 1 ,669.0 | 1 ,961.9 | 9. 2 | 1, 97 1 .1 |
| Profit for the year | – | – | 27 1.4 | 27 1. 4 | (0. 8) | 270.6 |
| Other comprehensive income | – | (1 7. 7) | 13. 2 | (4 . 5) | – | (4. 5) |
| Total comprehensive income for the year | – | (1 7. 7) | 28 4.6 | 26 6. 9 | (0. 8) | 2 66 .1 |
| Dividends | – | – | (88 . 9) | (88 . 9) | – | (8 8. 9) |
| Purchase of own shares | – | (2 0 7. 4) | – | (2 0 7. 4) | – | (2 0 7. 4) |
| Cancellation of own shares | (0.9) | 183.7 | (182 . 8) | – | – | – |
| Cost of share-based payments | – | 1 9.8 | – | 1 9.8 | – | 19. 8 |
| Transfer on exercise, vesting or expiry of share-based |  |  |  |  |  |  |
| payments | – | (2 . 0) | 2 .0 | – | – | – |
| Deferred tax on share-based payments | – | – | 0. 5 | 0. 5 | – | 0. 5 |
| Sale of shares held by a subsidiary | – | – | 1.8 | 1.8 | – | 1.8 |
| Remeasurement of put option liability | – | 28. 0 | – | 28 .0 | – | 28 .0 |
| Transfer to Group income statement | – | 1.7 | – | 1.7 | – | 1.7 |
| Balance at 31 December 2022 | 130. 2 | 1 6 7. 9 | 1,686.2 | 1,98 4.3 | 8.4 | 1 ,992 .7 |

\*  Restated throughout for presentation in US Dollar. See note 2 for further details.

#### Group statement of changes in equity

#### for the financial year ended 30 December 2023

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Glanbia plc | Annual Report and Financial Statements 

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Restated\* |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Cash flows from operating activities |  |  |  |
| Cash generated from operating activities before exceptional items | 32(a) | 491.4 | 413 . 6 |
| Cash outflow related to exceptional items |  | (1 1. 8) | (1 3. 6) |
| Interest received |  | 10.7 | 1.6 |
| Interest paid (including interest expense on lease liabilities) |  | (22 .0) | (24. 4) |
| Tax paid |  | (4 0 . 5) | (62. 9) |
| Net cash inflow from operating activities |  | 4 2 7. 8 | 314. 3 |
| Cash flows from investing activities |  |  |  |
| Payment for acquisition of subsidiaries |  | (7 1 . 9) | (60. 3) |
| Purchase of property, plant and equipment |  | (42 .0) | (3 3 .4) |
| Purchase of intangible assets | 16 | (3 2 . 2) | (39 .1) |
| Proceeds from sale of property, plant and equipment |  | – | 3 .6 |
| Dividends received from related parties |  | 32 .0 | 15 .3 |
| Proceeds from disposal/redemption of FVOCI financial assets |  | – | 0.4 |
| Proceeds on sale of shares held by subsidiary | 24 | – | 1.8 |
| Proceeds from disposal of Glanbia Cheese\*\* (exceptional) | 33 | 123.4 | – |
| Proceeds on repayment of loans advanced to Glanbia Cheese | 33 | 71.3 | – |
| Loans advanced to Glanbia Cheese | 35 | (3 . 5) | (49. 5) |
| Proceeds from disposal of assets and liabilities held for sale (exceptional) |  | 8.6 | – |
| Net cash (outflow)/inflow from discontinued operations\*\*\* |  | (1.7) | 3 60.8 |
| Net cash inflow from investing activities |  | 84.0 | 199.6 |
| Cash flows from financing activities |  |  |  |
| Purchase of own shares | 23 | (1 48 .1) | (2 0 7. 4) |
| Drawdown of borrowings | 25/32(c) | 14 0.8 | 7 0 7. 5 |
| Repayment of borrowings | 25/32(c) | (2 7 1 .6) | (8 22 . 5) |
| Payment of lease liabilities | 32(c) | (1 9. 9) | (1 7. 4) |
| Acquisition of NCI |  | (0. 3) | – |
| Dividends paid to Company shareholders | 13/24 | (97.2) | (88 . 9) |
| Net cash outflow from financing activities |  | (39 6 . 3) | (4 28 . 7) |
| Net increase in cash and cash equivalents | 25 | 11 5.5 | 85. 2 |
| Cash and cash equivalents at the beginning of the year |  | 192 . 5 | 1 0 7. 1 |
| Cash and cash equivalents acquired on acquisition | 25/34 | 0.5 | 1.0 |
| Effects of exchange rate changes on cash and cash equivalents |  | (3 . 7) | (0. 8) |
| Cash and cash equivalents at the end of the year | 21 | 304. 8 | 192 . 5 |

\*  Restated throughout for presentation in US Dollar. See note 2 for further details.

\*\*  Comprised Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively referred to as “Glanbia Cheese”) which are now named Leprino Foods Limited

and Leprino Foods EU Limited respectively (collectively referred to as “Leprino Foods”).

\*\*\* Related to disposal of Tirlán Limited (formerly known as Glanbia Ireland DAC). $1 .7 million related to reimbursement of rebranding costs to Tirlán Limited (note 33)

(exceptional). $360.8 million in the prior year comprised proceeds from disposal of $339.3 million (exceptional), proceeds on repayment of loans of $30.3 million

(note 35), and cash outﬂow related to exceptional items of $8 . 8 million.

#### Group statement of cash flows

#### for the financial year ended 30 December 2023

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

1. General information

Glanbia plc (the “Company”) and its subsidiaries (together the “Group”) is a leading global nutrition group with geographical presence in

regions that include Americas, Europe and Asia Paciﬁc. The Company is a public limited company incorporated and domiciled in Ireland,

the number under which it is registered is 129933. The address of its registered ocd office is Glanbia House, Kilkenny, Ireland, R95E, R95 E866.

The Company is the ultimate parent of the Group and its shares are quoted on the Euronext Dublin and London Stock Exchange.

The consolidated ﬁnancial statements were approved and authorised for issue by the Board of Directors on 27 February 2024.

2. Accounting policies

The material accounting policies adopted in the preparation of the ﬁnancial statements are set out below. These policies have been

consistently applied to all years presented by the Group and joint ventures unless otherwise stated.

Basis of preparation

The consolidated ﬁnancial statements have been prepared in accordance with EU adopted International Financial Reporting Standards

(“IFRS”), IFRIC interpretations and those parts of the Companies Act 2014, applicable to companies reporting under IFRS. IFRS as adopted

by the European Union (“EU”) comprise standards and interpretations approved by the International Accounting Standards Board

(“IASB”). The consolidated ﬁnancial statements comply with Article 4 of the EU IAS Regulation. IFRS adopted by the EU diee EU differs in certain

respects from IFRS issued by the IASB. References to IFRS hereafter refer to IFRS adopted by the EU.

The consolidated ﬁnancial statements have been prepared under the historical cost convention as modiﬁed by use of fair values for

certain other ﬁnancial assets, contingent consideration, put option liability, and derivative ﬁnancial instruments.

The preparation of the consolidated ﬁnancial statements in conformity with IFRS requires the use of estimates, judgements and

assumptions that aect the rassumptions that affect the reported amounts of assets and liabilities at the date of the consolidated ﬁnancial statements and the

reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best

knowledge of the amount, event or actions, actual results ultimately may dier from these may differ from these estimates. See note 3.

Amounts are stated in US Dollar millions ($m) unless otherwise stated. These ﬁnancial statements are prepared for the 52-week period ended

30 December 2023. Comparatives are for the 52-week period ended 31 December 2022. The balance sheets for 2023 and 2022 have been

drawn up as at 30 December 2023 and 31 December 2022 respectively.

The Going Concern Statement on page 84 forms part of the Group ﬁnancial statements.

Change of presentation currency

Glanbia generates the majority of its revenue and earnings, and has signiﬁcant assets and liabilities denominated in US Dollar.

To reduce the potential for foreign exchange volatility in current and future reported earnings, the Group decided to change its

presentation currency from euro to US Dollar eear effective from 1 January 2023.

A change of presentation currency represents a change in accounting policy under IAS 8 Accounting Policies, Changes in Accounting

Estimates and Errors which is accounted for retrospectively. The reported ﬁnancial information for the year ended 31 December 2022

and Group balance sheet as at 1 January 2022 have been translated from euro to US Dollar using the following procedures:

•  Assets and liabilities denominated in non-US Dollar currencies were translated into US Dollar at the relevant closing rates of

exchange;

•  Non-US Dollar trading results were translated into US Dollar at the relevant average rates of exchange;

•  Share capital, share premium, own shares, dividends and movements in capital and merger account were translated at the historic

rates prevailing on the date of each transaction. Movements in other equity accounts were translated into US Dollar at the relevant

average rates of exchange; and

•  The cumulative translation reserve was set to nil at 4 January 2004, the date of transition to IFRS, and has been restated as if the

Group has reported in US Dollar since that date.

The principal exchange rates used for the translation of results and balance sheets into US Dollar are as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Average |  |  | Closing Rates |  |
|  |  |  | 30 December | 31 December | 1 January |
| 1 US Dollar = | 2023 | 2022 | 2023 | 2022 | 2022 |
| euro | 0.9247 | 0.9493 | 0.9050 | 0.9376 | 0.8829 |
| Pound sterling | 0.8043 | 0.8095 | 0.7865 | 0.8315 | 0.7419 |

#### Notes to the financial statements

#### for the financial year ended 30 December 2023

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

Impact of climate related matters

The Group has considered the impact of climate change on the ﬁnancial statements including the impairment of ﬁnancial and non-

ﬁnancial assets, the useful lives of those assets, and provisions, particularly in the context of the potential transition and physical risks

identiﬁed and assessed within Taskforce for Climate-related Financial Disclosure (TCFD) report and the associated mitigation plans in

place. In the prior year, the assessment concluded that climate change is not expected to have a signiﬁcant impact on the viability of

the Group. The ﬁndings and conclusion of the assessment continue to be valid for the current year. See below for speciﬁc considerations

which were included in the assessment.

•  The climate-related risk and opportunity (CRO) assessment to assess the potential impact of these risks and opportunities for the

Group did not indicate obsolete production methods, site locations or products. Consequently, management do not determine any

signiﬁcant impact on the business, including operating or capital expenditure requirements, at this point in time.

•  The impact of transition and physical risks identiﬁed and the potential impact on the carrying value of ﬁxed assets and intangible

assets were speciﬁcally considered in the context of the estimated time horizon impact and output from the ﬁnancial quantiﬁcation

exercise carried out on each of the climate-related risks assessed. There was no signiﬁcant impact to the carrying value of these

assets as recorded in the Group balance sheet.

•  The Group considered our environmental commitments, including our carbon emission reduction targets, and the proposed scope 1

and 2 transition plan to 2030 and concluded that there was no signiﬁcant provision requirements related to these commitments or

plans required.

In addition to the above considerations, we further considered the impact of climate change in the impairment testing of goodwill and

indeﬁnite life intangibles for 2023. Refer to note 16 for further details.

Basis of consolidation

Subsidiaries

The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company and its subsidiaries. Subsidiaries are

entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to aecffect those returns through its power over the entity.

Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date

that control ceases. Proﬁt or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of

the Company and to the non-controlling interests (“NCI”). Inter-company assets and liabilities, equity, income, expenses and cash ﬂows

relating to transactions between members of the Group are eliminated on consolidation.

Interests in joint ventures

Interests in joint arrangements are classiﬁed as either joint operations or joint ventures depending on the contractual rights and

obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures.

Interests in joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, interests

in joint ventures are initially recognised at cost. The Group’s share of joint ventures’ post acquisition proﬁts or losses after tax are

recognised in the ‘Share of results of joint ventures accounted for using the equity method’ in the Group income statement. The Group’s

share of joint ventures post acquisition movement in reserves is recognised in the Group statement of comprehensive income.

The cumulative post acquisition movements are adjusted against the carrying amount of the investment less any impairment in value. Where

indicators of impairment arise, the carrying amount of the joint venture is tested for impairment by comparing its recoverable amount against

its carrying value.

Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the Group’s interest in the entity. Unrealised

losses are similarly eliminated to the extent that they do not provide evidence of impairment of a transferred asset.

When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise

further losses unless the Group has incurred obligations or made payments on behalf of the joint venture.

When the Group ceases to have joint control, any retained interest in the entity is re-measured to its fair value at the date when joint

control is lost with the change in carrying amount recognised in the income statement. This may mean that amounts previously

recognised in other comprehensive income are classiﬁed to the Group income statement.

Foreign currency translation

Functional and presentation currency

Items included in the ﬁnancial statements of each of the Group’s subsidiaries and joint ventures are measured using the currency of

the primary economic environment in which the entity operates (the functional currency). The consolidated ﬁnancial statements are

presented in US Dollar. Refer to the earlier section, “Change of Presentation Currency”.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the income

statement, except when deferred in equity as qualifying cash ﬂow hedges or net investment hedges.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.

Currency translation dierencesCurrency translation differences on monetary assets and liabilities are taken to the income statement, except when deferred in equity in

the currency translation reserve as (i) qualifying cash ﬂow hedges or (ii) exchange gains or losses on long-term intra-group loans and on

net investment hedges.

Subsidiaries and joint ventures

The income statement and balance sheet of subsidiaries and joint ventures that have a functional currency dieral currency different from the

presentation currency are translated into the presentation currency as follows:

•  assets and liabilities at each reporting date are translated at the closing rate at the reporting date of the balance sheet;

•  income and expenses in the income statement and statement of comprehensive income are translated at average exchange rates

for the year (unless this is not a reasonable approximation of the cumulative eect of cumulative effect of the rates prevailing on the transaction dates, in

which case income and expenses are translated at the dates of the transactions); and

•  all resulting exchange dierences ar exchange differences are recognised in other comprehensive income.

Resulting exchange dierences are tchange differences are taken to a separate currency reserve within equity. When a foreign entity is disposed of outside the

Group, such exchange die differences are recognised in the income statement as part of the gain or loss on disposal.

Business combinations

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are denominated in the functional currency of the

foreign entity, recorded at the exchange rate at the date of the transaction and subsequently retranslated at the applicable closing rates.

Revenue recognition

The Group manufactures and sells performance nutrition and lifestyle nutrition products, cheese and dairy, and non-dairy nutritional

and functional ingredients. In general, there is one performance obligation relating to the sale of products in a contract with a customer.

Performance obligations are met at the point in time when control of the products has transferred to the customer, which is dependent

on the contractual terms with each customer. In most cases, control transfers to the customer when the products are dispatched or

delivered to the customer. Delivery occurs when the products have been delivered to the speciﬁc location. The Group is deemed to be a

principal in an arrangement when it controls the promised goods before transferring them to a customer, and accordingly recognises

revenue on a gross basis.

Rebates and discounts are provided for based on agreements or contracts with customers, agreed promotional arrangements and

accumulated experience using the most likely method. Judgement is exercised by management in the determination of quantum and

likelihood of rebates and discounts based on experience and historical trading patterns. Rebates and discounts are recorded in the

same period as the original revenue.

Generally, payment of the transaction price is due within credit terms that are consistent with industry practices, with no element of

ﬁnancing. Thus, the Group does not adjust any of the transaction prices for the time value of money as a practical expedient as the

Group does not expect to have any contracts where the period between the transfer of the promised products to the customer and

payment by the customer exceeds one year.

Income statement format

Exceptional items

The Group has adopted an income statement format that seeks to highlight signiﬁcant items within the Group results for the year. Such

items may include impairment of assets, including signiﬁcant adjustments arising from the re-assessment of asset lives, adjustments

to contingent consideration, signiﬁcant acquisition integration costs, restructuring costs including termination beneﬁts, proﬁt or loss

on disposal or termination of operations, signiﬁcant reorganisation programmes that may span over a reporting period(s), signiﬁcant

acquisition costs, litigation settlements, legislative changes, gains or losses on deﬁned beneﬁt pension plan restructuring, external

events including disasters relating to weather, pandemics, wars and other acts of God and natural disasters, and proﬁt or loss on

disposal of investments. Certain items may span over a reporting period(s). Judgement is used by the Group in assessing the particular

items which by virtue of their scale and/or nature should be disclosed in the income statement and notes as exceptional items.

Earnings before interest, tax and amortisation

The Group believes that Earnings before interest, tax and amortisation (“EBITA”) is a relevant performance measure and has therefore

disclosed this amount in the Group income statement. EBITA is stated before considering the share of results of joint ventures accounted for

using the equity method.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

Segment reporting

The segments reported in note 4 reﬂect the Group’s organisation structure and the nature of the information reported to the Chief

Operating Decision Maker (“CODM”) who is identiﬁed as the Group Operating Executive.

In identifying the Group’s operating segments, management considered the following principal factors:

•  the Group’s organisational structure, namely Glanbia Performance Nutrition, Glanbia Nutritionals and joint ventures

•  how ﬁnancial information is reported to the CODM

•  existence of managers responsible for the components

•  the nature of the component business activities; refer to note 4 for details

•  the degree of similarity of products and services, and production processes

Finance income, ﬁnance costs and income taxes are not allocated to segments, as this type of activity is driven by central treasury and

taxation functions which manage the cash and tax position of the Group. Unallocated assets and liabilities primarily include tax, cash

and cash equivalents, other ﬁnancial assets, ﬁnancial liabilities and derivatives. Inter-segment revenue is determined on an arm’s-length

basis. Where a material dependency or concentration on an individual customer would warrant disclosure, this is disclosed in note 4.

Finance income

Finance income is recognised in the income statement as it accrues using the eective in accrues using the effective interest rate method and includes net gains

on hedging instruments that are recognised in the income statement, and changes in fair value of call options and contingent

consideration.

Finance costs

Finance costs comprise interest payable on borrowings calculated using the eective interffective interest rate method, net losses on hedging

instruments that are recognised in the income statement, facility fees, the unwinding of discounts on provisions, the interest expense

component of lease liabilities, and changes in fair value of call options and contingent consideration.

General and speciﬁc ﬁnance costs that are directly attributable to the acquisition, construction or production of a qualifying asset are

capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets

are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Other ﬁnance costs are expensed

in the income statement in the period in which they are incurred.

Pension obligations

The Group operates various pension plans. The plans are funded through payments to trustee-administered funds. The Group has both

deﬁned contribution and deﬁned beneﬁt plans.

Defined contribution pension

A deﬁned contribution plan is a pension plan under which the Group pays ﬁxed contributions into a separate entity. The Group has no

legal or constructive obligation to pay further contributions if the fund does not hold sucient assets to pay all hold sufficient assets to pay all employees the beneﬁts

relating to employee service in the current and prior periods. The contributions are recognised as an employee beneﬁt expense in the

income statement when they are due.

Defined benefit pension obligation

Deﬁned beneﬁt plans deﬁne an amount of pension beneﬁt that an employee will receive on retirement, usually dependent on one or

more factors such as age, years of service and compensation.

The liability recognised in the balance sheet in respect of deﬁned beneﬁt pension plans is the present value of the deﬁned beneﬁt

obligation at the reporting date less the fair value of the plan assets. The deﬁned beneﬁt obligation is calculated annually by

independent actuaries using the projected unit credit method. The present value of the deﬁned beneﬁt obligation is determined

by discounting the estimated future cash outﬂows using interest rates of high-quality corporate bonds that are denominated in

the currency in which the beneﬁts will be paid, and that have terms to maturity approximating to the terms of the related pension

obligation. The fair value of plan assets is based on market price information and in the case of quoted securities in active markets it is

the published bid price.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the

period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes

in equity and in the balance sheet. Remeasurements are not reclassiﬁed to the income statement in subsequent periods.

A curtailment arises when the Group signiﬁcantly reduces the number of employees or employee entitlements covered by a plan. A past

service cost may be either a loss (when beneﬁts are introduced or changed so that the present value of the deﬁned beneﬁt obligation

increases) or a gain (when beneﬁts are withdrawn or changed so that the present value of the deﬁned beneﬁt obligation decreases).

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

A settlement occurs when an entity enters into a transaction that eliminates all further legal or constructive obligation for part or all of

the beneﬁts provided under a deﬁned beneﬁt plan (other than a payment of beneﬁts to, or on behalf of, employees in accordance with

the terms of the plan and included in the actuarial assumptions). The gain or loss on a settlement is the die difference between:

(a) the present value of the deﬁned beneﬁt obligation being settled, as determined on the date of settlement; and

(b) the settlement price, including any plan assets transferred and any payments made directly by the entity in connection with the

settlement.

The deferred tax impact of pension plan obligations is disclosed separately within deferred tax assets.

Share-based payments

The Group operates a number of equity settled share-based compensation plans which include share option and share award schemes

which are open to Executive Directors and certain senior managers.

The charge to the income statement in respect of share-based payments is based on the fair value of the equity instruments granted

and is spread over the performance period.

Awards under the e 201 L8 Long-term incentive plan (20 L18 LTIP)

The fair value of the awards is calculated using discounted cash ﬂows or the Monte Carlo simulation technique where the awards

contain both market and non-market vesting conditions. Where applicable, the market vesting condition is total shareholder return

(“TSR”) and, accordingly, the fair value assigned to the related equity instruments is adjusted so as to reﬂect the anticipated likelihood

at the grant date of achieving the market-based vesting condition. There are no revisions to the fair value at subsequent reporting dates

for changes in TSR estimates.

Awards under the e 201 Res9 Restricted share plan (20 RSP)19 RSP)

The fair value of the awards is calculated using the discounted cash ﬂow method. The awards typically contain only non-market vesting

and service conditions.

Awards under the Annual incentive deferred into shares scheme (AIDIS)

The fair value of shares awarded is determined in line with the Group’s Annual Incentive Scheme rules and equates with the cash value of

the portion of the annual incentive that will be settled by way of shares. The expense is recognised immediately in the income statement

with a corresponding entry to equity.

In respect of 2018 LTIP and 2019 RSP, non-market vesting and service conditions are included in assumptions about the number of

awards that are expected to vest. At each reporting date, the Group revises its estimates of the number of awards that are expected to

vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the

income statement with a corresponding adjustment to equity. The non-market based charge to the income statement is reversed where

awards do not vest because non-market performance conditions have not been met or where, subject to the rules of the scheme, an

employee in receipt of share awards leaves service before the end of the vesting period.

When the awards are exercised, the Company reissues shares from own shares and the fair value of the awards exercised is reclassiﬁed

from the share-based payment reserve to retained earnings.

Short-term employee benefits

Short-term employee beneﬁts are expensed as the related service is provided. A liability is recognised for the amount expected to be

paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee

and the obligation can be estimated reliably.

Termination benefits

Termination beneﬁts are payable when employment is terminated by the Group before the normal retirement date or whenever an

employee accepts voluntary redundancy in exchange for these beneﬁts. The Group recognises termination beneﬁts at the earlier of

the following dates: (i)when ts: (i) when the Group can no longer withdraw the oer of te offer of those beneﬁts; and (ii) when the entity recognises costs for

a restructuring that is within the scope of IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and involves the payment of

termination beneﬁts.

Income taxes

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent

that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other

comprehensive income or directly in equity, respectively.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a

future outﬂow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.

The assessment is based on the judgement of in-house tax experts, professional ﬁrms and previous experience of the Group. Further

detail on estimates and judgements are set out in note 3.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

Current tax

Current tax is calculated on the basis of tax laws enacted or substantively enacted at the Group balance sheet date in countries where

the Group operates and generates taxable income, taking into account adjustments relating to prior years.

Current tax assets and tax liabilities are oss are offset where the entity has a legally enforceable right to oght to offset and intends either to settle on a

net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax

Deferred tax is determined using tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax is provided on

a non-discounted basis, using the balance sheet liability method, providing for temporary dierences on the reporting date between  temporary differences on the reporting date between

the tax bases of assets and liabilities and their carrying amounts in the ﬁnancial statements. However, deferred tax is not accounted

for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the

transaction aen affects neither accounting nor taxable proﬁt or loss and does not give rise to equal taxable and deductible temporary

dierences. Deferred taxdifferences. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill not having full tax

basis.

The carrying amount of a deferred tax asset or liability may change for reasons other than a change in the temporary diereifference itself.

Such changes might arise as a result of a change in tax rates or laws, a reassessment of the recoverability of a deferred tax asset or

a change in the expected manner of recovery of an asset or the expected manner of a settlement of a liability. The impact of these

changes is recognised in the income statement or in other comprehensive income depending on where the original deferred tax balance

was recognised.

Deferred tax is provided on temporary dierences arisingy differences arising on investments in subsidiaries and joint ventures except where the timing of the

reversal of the temporary diey difference can be controlled by the Group and it is probable that the temporary diy difference will not reverse in

the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that future taxable proﬁt will be available

against which the temporary dierences can be utilised. against which the temporary differences can be utilised.

Deferred tax assets and liabilities are os are offset when there is a legally enforceable right to set o cuo set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and

liabilities on a net basis.

Earnings Per Share

Earnings Per Share (“EPS”) represents the proﬁt attributable to owners of the Company divided by the weighted average number of

ordinary shares in issue during the period excluding own shares.

Adjusted EPS is calculated on the net proﬁt attributable to the owners of the Company before exceptional items and intangible asset

amortisation and impairment (excluding software amortisation), net of related tax, divided by the weighted average number of ordinary

shares in issue during the period excluding own shares. Full details on the calculation and reconciliation to IFRS reported numbers are

included in the Glossary section.

Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive

potential ordinary shares.

Property, plant and equipment

Cost

Property, plant and equipment (“PP&E”) is stated at cost less accumulated depreciation and impairment losses. Cost includes

expenditure that is directly attributable to the acquisition of the assets. Subsequent costs, for example the costs of major renovation,

are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future

economic beneﬁts associated with the item will ﬂow to the Group and the cost of the item can be measured reliably.

The carrying amount of any component accounted for as a separate asset is de-recognised when replaced. All other repairs and

maintenance are charged to the income statement during the reporting period in which they are incurred.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included in the income

statement. Borrowing costs directly attributable to the construction of property, plant and equipment which take a substantial period

of time to get ready for its intended use are capitalised as part of the cost of the assets.

Depreciation

Depreciation is calculated on the straight-line method to write o write off the cost less residual value of each asset over its estimated useful life

at the following rates:

|  |  |
| --- | --- |
|  | % |
| Land | Nil |
| Buildings | 2.5–5 |
| Plant and equipment | 4–33 |
| Motor vehicles | 20–25 |

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Land and assets under construction are not depreciated. Residual values and useful lives are reviewed and adjusted if appropriate at each

reporting date.

Impairment

Carrying amounts of items of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any

indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the income statement. Following the recognition of an impairment loss, the depreciation charge

applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual

value over the remaining useful life.

Leases

Right-of-use assets

The Group recognises right-of-use assets (“ROU assets”) at the commencement date of the lease (i.e. the date the underlying asset is

available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted

for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognised, initial

direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognised

right-of-use assets are generally depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. If the

Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to

be made over the lease term. The lease payments include ﬁxed payments (including in-substance ﬁxed payments) less any lease

incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value

guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group

and payments of penalties for terminating a lease, if the lease term reﬂects the Group exercising the option to terminate. The variable

lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition

that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate (“IBR”) at the lease commencement

date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities

is increased to reﬂect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease

liabilities is remeasured if there is a modiﬁcation, a change in the lease term, a change in the in-substance ﬁxed lease payments or a

change in the assessment to purchase the underlying asset.

For leases of plant and equipment, and motor vehicles for which the Group is a lessee, it has elected not to separate lease and non-lease

components, and instead account for these as a single lease component.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases i.e. those leases that have a lease term of

12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets

recognition exemption to leases of assets that are considered of low value. Lease payments on short-term leases and leases of low-

value assets are recognised as an expense on a straight-line basis over the lease term.

Impairment

Carrying amounts of items of right-of-use assets are reviewed at each balance sheet date to determine whether there is any

indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the income statement.

Intangible assets

Goodwill

Goodwill is initially recognised at cost being the excess of the aggregate of the consideration transferred and the amount of any

non-controlling interest in the acquired entity over the net identiﬁable assets of the acquired subsidiary or joint venture at the date of

acquisition. Goodwill on acquisition of subsidiaries is included within intangible assets. Goodwill associated with the acquisition of joint

ventures is not recognised separately and included within the interest in joint ventures under the equity method of accounting.

Following initial recognition, goodwill is carried at cost less accumulated impairment losses, if applicable. Goodwill impairments are not

reversed. Goodwill is not amortised but is subject to impairment testing on an annual basis and at any time during the year if an indicator

of impairment is considered to exist. The annual goodwill impairment tests are undertaken at a consistent time in each annual period.

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

Research and development costs

Research expenditure is recognised as an expense in the income statement as incurred.

Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible

assets when it is probable that the project will be a success, considering its commercial and technological feasibility and costs can be

measured reliably. Development costs are amortised using the straight-line method over their estimated useful lives. The useful life is

typically three years.

Brands, customer relationships, recipes, know-how and other intangibles

Brands, customer relationships, recipes, know-how and other intangibles acquired as part of a business combination are stated at their

fair value at the date control is achieved.

Indeﬁnite life brands are carried at cost less accumulated impairment losses, if applicable. Indeﬁnite life brands are not amortised on an

annual basis but are tested annually for impairment. Indeﬁnite life intangible assets are those for which there is no foreseeable limit to

their expected useful life. The classiﬁcation of intangible assets as indeﬁnite is assessed annually.

Deﬁnite life brands, customer relationships, recipes, know-how and other intangibles are amortised using the straight-line method over

their useful life as follows:

|  |  |
| --- | --- |
|  | Years |
| Brands | 3–40 |
| Customer relationships | 5–15 |
| Recipes, know-how and other intangibles | 2–15 |

The useful life used to amortise deﬁnite life brands, customer relationships, recipes, know-how and other intangibles relates to the

future performance of the assets acquired and management’s judgement of the period over which the economic beneﬁt will be derived

from the assets.

The carrying values of deﬁnite life brands, customer relationships, recipes, know-how and other intangibles are reviewed for indicators

of impairment at each reporting date and are subject to impairment testing when events or circumstances indicate that the carrying

values may not be recoverable.

Computer software

Computer software is stated at cost less accumulated amortisation and impairment losses. Costs incurred on the acquisition of

computer software are capitalised, as are costs directly associated with developing computer software programmes for internal use, if

they meet the recognition criteria of IAS 38 ‘Intangible Assets’. Computer software costs recognised as assets are amortised using the

straight-line method over their estimated useful lives, which is normally between ﬁve and 10 years.

Impairment of intangible assets

Goodwill and intangible assets that have an indeﬁnite useful life are not subject to amortisation and are tested annually for impairment,

or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment

whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

For the purposes of impairment testing, assets are grouped at the lowest level for which there are separately identiﬁable cash inﬂows

(cash generating units (“CGUs”)). An impairment is recognised in the income statement for the amount by which the carrying value of

the CGU exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in

use. Value in use is determined as the discounted future cash ﬂows of the CGU.

Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost includes all expenditure incurred in the normal course of business in bringing the products to their present location and condition.

Cost is determined by the ﬁrst-in, ﬁrst-out (FIFO) method or by weighted average cost. The cost of ﬁnished goods and work in progress

comprises raw materials, direct labour, other direct costs and related production overheads (based on normal capacity). Costs of

inventories include the transfer from equity of any gains/losses on qualifying cash ﬂow hedges which relate to purchases of raw

materials.

Net realisable value is the estimated selling price in the ordinary course of business, less all estimated costs of completion and selling

expenses. Allowance is made, where necessary, for aged, slow moving, obsolete and defective inventories.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Trade and other receivables, loans to joint ventures and financial assets at amortised cost

Trade and other receivables, loans to joint ventures and ﬁnancial assets at amortised cost are classiﬁed and measured at amortised cost

as they are held to collect contractual cash ﬂows which comprise solely payments of principal and interest, where applicable. They are

recognised initially at fair value plus transaction costs, except trade receivables that do not contain signiﬁcant ﬁnancing components

which are recognised at transaction price. They are subsequently measured at amortised cost using the eective in subsequently measured at amortised cost using the effective interest method less

expected credit loss allowance.

The Group recognises an allowance for expected credit losses (“ECL”) for ﬁnancial assets not held at fair value through proﬁt or loss. For

credit exposures for which there has not been a signiﬁcant increase in credit risk since initial recognition, ECL are provided for credit

losses that result from default events that are possible within the next 12 months. For those credit exposures for which there has been

a signiﬁcant increase in credit risk since initial recognition or where there has been a credit impaired event, a lifetime expected loss

allowance is recognised, irrespective of the timing of the default.

The Group applies the IFRS 9 simpliﬁed approach to measure ECL which uses a lifetime expected loss allowance for all trade receivables.

A loss allowance for the amount of receivables that is subject to credit risk is estimated based on expected credit losses. To measure ECL,

historical loss rates are calculated based on historical credit loss experience. The loss allowance based on historical loss rates is adjusted

where appropriate to reﬂect current information and forward-looking information on macroeconomic factors, including the trading

environment of countries in which the Group sells its goods, which aect the ability of the debt the Group sells its goods, which affect the ability of the debtors to settle the receivables.

The above ﬁnancial assets are written o when off when there is no reasonable expectation of recovery such as a debtor failing to engage in a

repayment plan with the Group.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and deposits held on call with banks. For the purposes of the Group

statement of cash ﬂows, cash and cash equivalents consists of cash and cash equivalents net of bank overdrafts as bank overdrafts are

repayable on demand and they form an integral part of cash management.

Investments in equity instruments

The Group classiﬁes and measures its investments in equity instruments at fair value. Changes in their fair value are recognised in

the income statement unless management has elected to present fair value gains and losses in OCI on an investment by investment

basis. When an election is made for an investment, there is no subsequent reclassiﬁcation of fair value gains and losses related to the

investment to proﬁt or loss following the derecognition of the investment. Dividends from such investments are recognised in proﬁt or

loss when the Group’s right to receive payments is established.

Borrowings

Borrowings are recognised initially at fair value and subsequently stated at amortised cost.

Trade and other payables

Trade and other payables, other than put options over non-controlling interests, are recognised initially at their fair value and

subsequently measured at amortised cost which approximates to fair value given the short-term nature of these liabilities. These

amounts represent liabilities for goods and services provided to the Group prior to, or at the end of the ﬁnancial year which are unpaid.

The amounts are unsecured and are usually paid within 30–90 days of recognition depending on the terms negotiated with suppliers.

Provisions, contingent liabilities and contingent assets

Provisions are recognised on the balance sheet when the Group has a constructive or legal obligation as a result of past events, it is

probable that an outﬂow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions

are not recognised for future operating losses. Provisions are measured using management’s best estimate of the present value of the

expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present

value is a pre-tax rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the liability. The

increase in provision due to passage of time is recognised as an interest expense.

Provisions arising on business combinations are only recognised to the extent that they have qualiﬁed for recognition in the ﬁnancial

statements of the acquiree prior to acquisition.

A contingent liability is not recognised but is disclosed where the existence of the obligation will only be conﬁrmed by future events

or where it is not probable that an outﬂow of resources will be required to settle the obligation or where the amount of the obligation

cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inﬂow of economic

beneﬁts is probable.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

Derivative financial instruments

Derivatives are initially recorded at fair value and subsequently remeasured at their fair value at the reporting date. Derivative contracts

are recognised on the trade date, other than ‘regular way’ contracts for which settlement date accounting is applied.

The fair value of any foreign currency contracts or any commodities contract is estimated by discounting the dierence between the ting the difference between the

contractual forward price and the current forward price, using the market interest rate at the measurement date, for a time period equal to

the residual maturity of the contract. The fair value of any interest rate swap is estimated by discounting future cash ﬂows under the swap,

using the market interest rates, at the measurement date, for time periods equal to the residual maturity of the contracted cash ﬂows.

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so,

the nature of the item being hedged. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting

are recognised in the income statement. The Group adopts the hedge accounting model in IFRS 9.

The Group designates certain derivatives as either: (i) hedges of the fair value of recognised assets or liabilities or an unrecognised ﬁrm

commitment (fair value hedge); or (ii) hedges of a cash ﬂow risk associated with the cash ﬂows of recognised asset or liability or a highly

probable forecast transaction (cash ﬂow hedge).

The Group documents at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk

management objective and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge

inception and half yearly, of whether the derivatives that are used in hedging transactions are eective in o effective in osetting changes in fair values ffsetting changes in fair values

or cash ﬂows of hedged items.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 29. The full fair value of a hedging

derivative is classiﬁed as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a

current asset or liability if the remaining maturity of the hedged item is less than 12 months.

Cash flow hedge

The eecffective portion of changes in the fair value of derivatives that are designated and qualify as cash ﬂow hedges is recognised in OCI.

The gain or loss relating to the ineectiveelating to the ineffective portion is recognised immediately in the income statement. Where option contracts are used to

hedge forecast transactions, the Group designates only the intrinsic value of the options as the hedging instrument. Gains or losses relating

to the eto the effective portion of the change in intrinsic value of the options are recognised in the hedging reserve within equity. The changes in

the time value of the options that relate to the hedged item are recognised within OCI in the cost of hedging reserve within equity.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item aem affects proﬁt or loss (for

instance when the forecast sale that is hedged takes place). Where the hedged item subsequently results in the recognition of a non-

ﬁnancial asset (such as inventory), the amounts accumulated in equity are included within the initial cost of the asset. The recycled gain

or loss relating to the eective portion of int the effective portion of interest rate swaps hedging variable interest rates on borrowings is recognised in the income

statement within ‘ﬁnance income’. The recycled gain or loss relating to the eece effective portion of foreign exchange contracts is recognised

in the income statement. The recycled gain or loss relating to the time value and the eective portion of the intrinsic the effective portion of the intrinsic value of commodity

option contracts are included within the initial cost of an asset.

The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria

(after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The

discontinuation is accounted for prospectively. Any gain or loss recognised in OCI and accumulated in cash ﬂow hedge reserve at that time

remains in equity and is reclassiﬁed to the income statement when the forecast transaction occurs. When a forecast transaction is no

longer expected to occur, the gain or loss accumulated in the cash ﬂow hedge reserve is reclassiﬁed immediately to the income statement.

Net investment hedge

Net investment hedges, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for

in a way similar to cash ﬂow hedges. Gains or losses on the hedging instrument (for instance foreign currency borrowings) relating to

the eective portion of the hedge arethe effective portion of the hedge are recognised as OCI while any gains or losses relating to the ineectiveelating to the ineffective portion are recognised

in the income statement. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is

transferred to the income statement.

Financial guarantee contracts

Financial guarantee contracts are recognised as a ﬁnancial liability at the time the guarantee is issued. The liability is initially measured

at fair value and subsequently at the higher of: the amount determined in accordance with the expected credit loss model under IFRS

9 Financial Instruments; and the amount initially recognised less, where appropriate, the cumulative amount of income recognised in

accordance with the revenue recognition policies set out above.

The fair value of ﬁnancial guarantees is determined based on the present value of the diee difference in cash ﬂows between the contractual

payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated

amount that would be payable to a third party for assuming the obligations.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Share capital

Equity

Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity

as a deduction from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted from equity with a

transfer between the own shares reserve and retained earnings when they are cancelled. No gain or loss is recognised in proﬁt or loss on

the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Own shares

Where the Employee Share Trust and/or the Employee Share Scheme Trust (on behalf of the Company) purchases the Company’s equity

share capital, under the 2018 Long-term incentive plan, the 2019 Restricted share plan and the Annual incentive deferred into shares

scheme, the consideration paid is deducted from distributable reserves and classiﬁed as own shares until they are re-issued. Where such

shares are re-issued, they are re-issued on a ﬁrst-in, ﬁrst-out basis and the proceeds on re-issue of own shares are transferred from own

shares to retained earnings.

Dividends

Dividends on ordinary shares to the Company’s shareholders are recognised as a liability of the Company when approved by the

Company’s shareholders. Interim dividends are recognised when paid.

Proposed dividends that are approved after the balance sheet date are not recognised as a liability but are disclosed in the dividends note.

Business combinations

The Group uses the acquisition method of accounting to account for business combinations, whether equity instruments or other assets

are acquired. The acquisition date is deﬁned as the date the Group gained control of the entity. The cost of the acquisition is measured at

the aggregate of the fair value of the consideration given.

Upon acquisition, the Group assesses the assets acquired and liabilities assumed for appropriate classiﬁcation and designation in

accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Identiﬁable

assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the

acquisition date except for deferred tax assets or liabilities and assets or liabilities related to employee beneﬁt arrangements which

are recognised and measured in accordance with IAS 12 ‘Income Taxes’ and IAS 19 ‘Employee Beneﬁts’ respectively. The fair value of the

assets and liabilities are based on valuations using assumptions deemed by management to be appropriate. Professional valuers are

engaged when it is deemed appropriate to do so.

Goodwill represents the excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the

acquired entity over the net identiﬁable assets acquired. If this is less than the fair value of the net assets of the subsidiary acquired, in

the case of a bargain purchase, the dierence is recognised directly in difference is recognised directly in the income statement.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the

Group reports provisional amounts for the items for which the valuation of the fair value of assets acquired and liabilities assumed is still

in progress. Those provisional amounts are adjusted during the measurement period of one year from the date control is achieved when

additional information is obtained about facts and circumstances which would have aected the amounts recognised as o affected the amounts recognised as of that date.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent

consideration is classiﬁed either as equity or a ﬁnancial liability. Amounts classiﬁed as a ﬁnancial liability are subsequently remeasured

to fair value, with changes in fair value recognised in the income statement.

Acquisition related costs are expensed as incurred in the income statement.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the

non-controlling interest’s proportionate share of the acquiree’s net assets.

Non-current assets held for sale and discontinued operations

Non-current assets and disposal groups classiﬁed as held for sale are measured at the lower of the carrying value and the fair value less

costs to sell.

Non-current assets and disposal groups are classiﬁed as held for sale if their carrying amounts will be recovered through a sale

transaction rather than continued use. This condition is regarded as satisﬁed only when the sale is highly probable and the asset or

disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be

expected to qualify for recognition as a completed sale within one year of the date of classiﬁcation.

When the Group is committed to a sale plan involving disposal of a joint venture, the interest in the joint venture that will be disposed of is

classiﬁed as held for sale when the criteria described above are met. The Group then ceases to apply the equity method of accounting in

relation to the portion that is classiﬁed as held for sale.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

2. Accounting policies continued

A discontinued operation is a component of the entity that has been disposed of or is classiﬁed as held for sale and that represents a

separate major line of business or geographical area of operation, is part of a single coordinated plan to dispose of a separate major

line of business or geographical area of operation, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued

operations are presented separately in the Group income statement. In addition, the comparative Group income statement and Group

statement of comprehensive income are re-presented as if the operation had been discontinued from the start of the comparative year.

Additional disclosures are provided in Note 33. All other notes to the ﬁnancial statements include amounts for continuing operations,

unless indicated otherwise.

Adoption of new and amended standards

The following changes to IFRS became eecffective for the Group during the ﬁnancial year but did not result in material changes to the

Group’s ﬁnancial statements:

•  IFRS 17 Insurance Contracts

•  Deﬁnition of Accounting Estimates – Amendments to IAS 8

•  Disclosure of Accounting Policies – Amendments to IAS 1

•  International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

•  Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 (see below for further details)

Amendments to IAS AS 12

The Group has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 from

1 January 2023. The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal

taxable and deductible temporary dierences e.g. leases. For leases, an entity is rtaxable and deductible temporary differences e.g. leases. For leases, an entity is required to recognise the associated deferred tax

assets and liabilities from the beginning of the earliest comparative period presented, with any cumulative eect recognised as an effect recognised as an

adjustment to retained earnings or other components of equity at that date.

The Group previously accounted for deferred tax on leases on a net basis. Following the amendments, the Group has retrospectively

recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets.

There was no impact on previously reported proﬁt or net assets. The key impact for the Group relates to disclosure of the deferred tax

assets and liabilities recognised (refer to note 26).

New and amended standards that are not yet effective

The Group has not applied new amendments to existing standards that have been issued but are not yet eecot yet effective. The Group intends to

adopt these amended standards, if applicable, when they become ey become effective.

Classification of Liabilities as Current or Non-current – Amendments to IAS  (Eo IAS 1 (EU effective date: on or after  Jer 1 January y 2024)

The amendments clarify that liabilities are classiﬁed as either current or non-current, depending on the rights that exist at the end of

the reporting period. Classiﬁcation is unaected by thed. Classiﬁcation is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a

waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The Group

is currently evaluating the impact of the amendments on future periods.

Other changes to IFRS have been issued but are not yet eect effective for the Group. However, they are either not expected to have a material

impact on the Group or they are not currently relevant for the Group.

3. Critical accounting judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the

future. The resulting accounting estimates may not equal the related actual results. Revisions to estimates are recognised prospectively.

The most signiﬁcant judgements and key sources of estimation uncertainty identiﬁed in the preparation of these ﬁnancial statements

are set out in this note. With the exception of retirement beneﬁt obligations which are subject to market conditions, it is not expected

that there will be a material adjustment to the carrying value of assets and liabilities of the other outlined areas.

Judgements

Exceptional items

The Group considers that items of income or expense which are signiﬁcant by virtue of their scale and/or nature should be disclosed

separately if the Group ﬁnancial statements are to fairly present the ﬁnancial performance and ﬁnancial position of the Group. Determining

which transactions are to be considered exceptional in nature is often a subjective matter. However, circumstances that the Group believes

would give rise to exceptional items for separate disclosure are outlined in the accounting policy on exceptional items in note 2. Exceptional

items are included on the income statement line item to which they relate. In addition, for clarity, separate disclosure is made of all items in

one column on the face of the Group income statement.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Interests in joint ventures

As Glanbia Cheese operations were disposed of during 2023, this judgement is no longer a critical judgement but included here for comparative

purposes. The Group held 51% of the share capital of Glanbia Cheese Limited but this entity was considered to be a joint venture as the Group

did not have control of the company as along with its joint venture partner Leprino Foods Company, it had equal representation on the Board of

Directors who directed the relevant activities of the business. Decisions about the relevant activities required unanimous consent of the Group

and the joint venture partner. The Group controlled 50% of the voting rights and was entitled to appoint 50% of the total number of Directors to

the Board.

Estimates

Retirement benefit obligations

The Group operates a number of deﬁned beneﬁt pension plans both in Ireland and the UK. The rates of contributions payable, the

pension cost and the Group’s total obligation in respect of deﬁned beneﬁt plans is calculated and determined by independent qualiﬁed

actuaries and updated at least annually. Refer to note 8 for the amounts associated with the Irish and UK plans.

The size of the obligation and cost of the beneﬁts are sensitive to actuarial assumptions. These include demographic assumptions

covering mortality and longevity, and economic assumptions including price inﬂation, beneﬁt and salary increases together with the

discount rate used. The Group disclose the UK deﬁned beneﬁt pension plan details separately from the Irish plans to identify the impact

of a change in UK assumptions on the Group’s deﬁned beneﬁt pension plans.

The discount rate is a highly sensitive input to the calculation of scheme liabilities. Sensitivity analysis has been completed to assess the

impact of a change in the discount rate used and other principal actuarial assumptions. Refer to note 8 for the sensitivity analysis.

Impairment reviews of goodwill and indefinite life intangibles

The Group tests annually whether goodwill and indeﬁnite life intangibles have suered ane suffered any impairment, in accordance with the

accounting policy stated in note 2. The recoverable amounts of CGUs have been determined based on value in use calculations. These

calculations require the use of estimates.

Goodwill and intangible assets in respect of CGUs within the Glanbia Performance Nutrition and Glanbia Nutritionals operating segments are

tested for impairment using projected cash ﬂows over a three year period. In cases where management have strategic plans beyond three

years these numbers are also used in the projections. Discount rates are based on the Group weighted average cost of capital adjusted for

company risk factors and speciﬁc country risk. A terminal value assuming 2% growth into perpetuity is also applied. Refer to note 16 for the

sensitivity analysis on the key assumptions used for calculating value in use of the CGUs.

Additional information in relation to impairment reviews is disclosed in note 16.

Income taxes

The Group is subject to income tax in numerous jurisdictions. Signiﬁcant estimation is required in determining the worldwide provision

for income taxes. There are many transactions during the ordinary course of business for which the ultimate tax determination is

uncertain and the applicable tax legislation is open to diering in applicable tax legislation is open to differing interpretations. The Group takes external professional advice to help

minimise this risk. It recognises liabilities for anticipated tax authority reviews based on estimates of whether additional taxes will be

due, having regard to all information available on the tax matter. The Group engages with local tax experts to support the judgements

made where there is signiﬁcant uncertainty about the position taken.

In determining any liability for amounts expected to be paid to tax authorities, the Group has regard to the tax status of the entities

involved, the external professional advice received, the status of negotiations and correspondence with the relevant tax authorities,

the best estimate of the amount expected to become payable, past practices of the tax authorities and any precedents in the relevant

jurisdiction. Where the ﬁnal outcome of these tax matters is dier these tax matters is different from the amounts that were initially recorded, such dierences will ecorded, such differences will

impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax assets are recognised to the extent that it is probable that future taxable proﬁt will be available against which the unused

tax losses and unused tax credits may be utilised. The Group estimates the most probable amount of future taxable proﬁts using

assumptions consistent with those employed in impairment calculations and taking into consideration applicable tax legislation in the

relevant jurisdiction.

Income taxes and deferred taxes are disclosed in notes 11 and 26 respectively.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

4. Segment information

In accordance with IFRS 8 ‘Operating Segments’, the Group has identiﬁed Glanbia Performance Nutrition and Glanbia Nutritionals as

reportable segments as at 30 December 2023. Glanbia Performance Nutrition manufactures and sells sports nutrition and lifestyle

nutrition products through a variety of channels including specialty retail, online, Food, Drug, Mass, Club (FDMC), and gyms in a

variety of formats, including powders, Ready-to-Eat (bars and snacking foods) and Ready-to-Drink beverages. Glanbia Nutritionals

manufactures and sells cheese, dairy and non-dairy nutritional and functional ingredients, and vitamin and mineral premixes targeting

the increased market focus on health and nutrition.

Following the disposal of Tirlán Limited in the prior year (note 33), it was no longer reported as a segment.

All other segments and unallocated include both the results of joint ventures who manufacture and sell cheese and dairy ingredients and

unallocated corporate costs. These investees did not meet the quantitative thresholds for reportable segments in 2023 or 2022. Amounts

stated for joint ventures represents the Group’s share.

These segments align with the Group’s internal ﬁnancial reporting system and the way in which the CODM assesses performance and

allocates the Group’s resources. Each segment is reviewed in its totality by the CODM. The CODM assesses the trading performance of

operating segments based on a measure of earnings before interest, tax, amortisation and exceptional items. Given that net ﬁnance

costs and income tax are managed on a centralised basis, these items are not allocated between operating segments for the purposes

of the information presented to the CODM and are accordingly omitted from the detailed segmental analysis below.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  |  | 2022 |  |  |
|  |  |  | All other |  |  |  | All other |  |
|  | Glanbia |  | segments |  | Glanbia |  | segments |  |
|  | Performance | Glanbia | and |  | Performance | Glanbia | and |  |
|  | Nutrition | Nutritionals | unallocated | Total | Nutrition | Nutritionals | unallocated | Total |
|  | $m | $m | $m | $m | $m | $m | $m | $m |
| Segment results (pre-exceptional) |  |  |  |  |  |  |  |  |
| Total gross segment revenue | 1,795.7 | 3,717.4 | – | 5,513.1 | 1,712.6 | 4,343.3 | – | 6,055.9 |
| Inter-segment revenue | (0.1) | (87.6) | – | (87.7) | (0.1) | (112.1) | – | (112.2) |
| Revenue | 1,795.6 | 3,629.8 | – | 5,425.4 | 1,712.5 | 4,231.2 | – | 5,943.7 |
| Operating profit before intangible |  |  |  |  |  |  |  |  |
| asset amortisation and impairment |  |  |  |  |  |  |  |  |
| (EBITA) | 255.4 | 168.6 | – | 424.0 | 191.9 | 173.8 | – | 365.7 |
| Share of results of joint ventures |  |  |  |  |  |  |  |  |
| accounted for using the equity |  |  |  |  |  |  |  |  |
| method | – | – | 12.5 | 12.5 | – | – | 16.3 | 16.3 |
| Segment assets and liabilities |  |  |  |  |  |  |  |  |
| Segment assets | 1,859.6 | 1,285.1 | 654.4 | 3,799.1 | 1,939.3 | 1,348.5 | 829.4 | 4,117.2 |
| Segment liabilities | 394.7 | 403.5 | 868.3 | 1,666.5 | 461.9 | 503.3 | 1,159.3 | 2,124.5 |
| Other segment information (pre-exceptional) |  |  |  |  |  |  |  |  |
| Depreciation of PP&E and ROU assets | 26.9 | 42.5 | – | 69.4 | 24.1 | 47.0 | – | 71.1 |
| Amortisation of intangible assets | 56.8 | 22.8 | – | 79.6 | 55.9 | 23.2 | – | 79.1 |
| Capital expenditure – additions | 16.1 | 48.9 | 12.6 | 77.6 | 21.4 | 46.7 | 17.0 | 85.1 |
| Capital expenditure – business |  |  |  |  |  |  |  |  |
| combinations | – | 41.8 | – | 41.8 | – | 78.1 | – | 78.1 |

Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be

available to unrelated third parties. Revenue of approximately $966.2 million (2022: $1,133.8 million) and $771.3 million (2022: $873.7

million) is derived from two external customers respectively within the Glanbia Nutritionals segment.

Pre-exceptional segment operating proﬁt before intangible asset amortisation and impairment (EBITA) is reconciled to reported proﬁt

before tax and proﬁt after tax in the Group income statement.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Geographical information

Revenue from external customers, and non-current assets, other than ﬁnancial instruments, deferred tax assets, and retirement beneﬁt

assets attributable to the country of domicile and all foreign countries of operation for which revenue/non-current assets exceed 10% of

total Group revenue/non-current assets are set out on below.

Revenue from external customers in the table below and in the disaggregation of revenue by primary geographical markets table

below is allocated to geographical areas based on the place of delivery or collection of the products sold as agreed with customers as

opposed to the end use market where the product may be consumed.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2023 |  | 2022 |
|  |  | Non-current |  | Non-current |
|  | Revenue | assets | Revenue | assets |
|  | $m | $m | $m | $m |
| Ireland (country of domicile) | 18.0 | 821.4 | 11.6 | 818.2 |
| US | 4,296.7 | 1,281.5 | 4,859.8 | 1,316.8 |
| Other  – North America (excluding US) | 106.6 | 6.3 | 101.5 | 6.4 |
| – Europe (excluding Ireland) | 473.0 | 178.7 | 455.7 | 232.6 |
| – Asia Pacific | 379.3 | 12.0 | 394.5 | 11.9 |
| – LATAM | 95.0 | 0.1 | 72.9 | – |
| – Rest of World | 56.8 | – | 47.7 | – |
|  | 5,425.4 | 2,300.0 | 5,943.7 | 2,385.9 |

Disaggregation of revenue

Revenue is disaggregated based on the Group’s internal reporting structures, the primary geographical markets in which the Group

operates, the timing of revenue recognition, and channel mix as set out in the following tables.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |  |
|  | Glanbia |  |  | Glanbia |  |  |
|  | Performance | Glanbia |  | Performance | Glanbia |  |
|  | Nutrition | Nutritionals | Total | Nutrition | Nutritionals | Total |
|  | $m | $m | $m | $m | $m | $m |
| Internal reporting structures |  |  |  |  |  |  |
| Nutritional Solutions | – | 1,008.5 | 1,008.5 | – | 1,186.8 | 1,186.8 |
| US Cheese | – | 2,621.3 | 2,621.3 | – | 3,044.4 | 3,044.4 |
| GPN Americas | 1,166.7 | – | 1,166.7 | 1,156.6 | – | 1,156.6 |
| GPN International (including Direct-to-Consumer) | 628.9 | – | 628.9 | 555.9 | – | 555.9 |
|  | 1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |
| Primary geographical markets |  |  |  |  |  |  |
| North America | 1,185.5 | 3,217.8 | 4,403.3 | 1,159.6 | 3,801.7 | 4,961.3 |
| Europe | 361.1 | 129.9 | 491.0 | 334.8 | 132.5 | 467.3 |
| Asia Pacific | 196.6 | 182.7 | 379.3 | 170.3 | 224.2 | 394.5 |
| LATAM | 13.6 | 81.4 | 95.0 | 14.5 | 58.4 | 72.9 |
| Rest of World | 38.8 | 18.0 | 56.8 | 33.3 | 14.4 | 47.7 |
|  | 1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |
| Timing of revenue recognition |  |  |  |  |  |  |
| Products transferred at point in time | 1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |
| Products transferred over time | – | – | – | – | – | – |
|  | 1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Channel mix for Glanbia Performance Nutrition | $m | $m |
| Distributor | 369.3 | 386.6 |
| Food, Drug, Mass, Club (FDMC) | 630.3 | 606.3 |
| Online | 576.3 | 508.1 |
| Specialty | 219.7 | 211.5 |
|  | 1,795.6 | 1,712.5 |

The disaggregation of revenue by channel mix is most relevant for Glanbia Performance Nutrition.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

5. Operating proﬁt

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 2023 |  |  | 2022 |  |
|  |  | Pre- |  |  | Pre- |  |  |
|  |  | exceptional | Exceptional | Total | exceptional | Exceptional | Total |
|  | Notes | $m | $m | $m | $m | $m | $m |
| Revenue |  | 5,425.4 | – | 5,425.4 | 5,943.7 | – | 5,943.7 |
| Cost of goods sold |  | (4,301.3) | – | (4,301.3) | (4,920.7) | (17.5) | (4,938.2) |
| Gross profit |  | 1,124.1 | – | 1,124.1 | 1,023.0 | (17.5) | 1,005.5 |
| Selling and distribution expenses |  | (474.6) | (0.4) | (475.0) | (437.5) | (0.1) | (437.6) |
| Administration expenses |  | (228.1) | 48.2 | (179.9) | (219.3) | (5.0) | (224.3) |
| Net impairment gain/(loss) on financial |  |  |  |  |  |  |  |
| assets |  | 2.6 | – | 2.6 | (0.5) | (0.5) | (1.0) |
| Operating profit before intangible asset |  |  |  |  |  |  |  |
| amortisation and impairment (EBITA) |  | 424.0 | 47.8 | 471.8 | 365.7 | (23.1) | 342.6 |
| Intangible asset amortisation and  impairment | 16 | (79.6) | – | (79.6) | (79.1) | (27.9) | (107.0) |
| Operating profit |  | 344.4 | 47.8 | 392.2 | 286.6 | (51.0) | 235.6 |

Operating proﬁt is stated after (charging)/crediting:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | 2023 |  |  | 2022 |  |
|  |  | Pre- |  |  | Pre- |  |  |
|  |  | exceptional | Exceptional | Total | exceptional | Exceptional | Total |
|  | Notes | $m | $m | $m | $m | $m | $m |
| Cost of inventories recognised as an expense |  |  |  |  |  |  |  |
| in cost of goods sold | 20 | (3,850.7) | – | (3,850.7) | (4,452.9) | (4.5) | (4,457.4) |
| Employee benefit expense | 7 | (495.3) | (6.7) | (502.0) | (489.4) | (0.4) | (489.8) |
| Depreciation of property, plant and  equipment | 14 | (49.7) | – | (49.7) | (51.3) | – | (51.3) |
| Impairment of property, plant and  equipment | 14 | – | – | – | – | (10.1) | (10.1) |
| Loss on disposal of property, plant and  equipment | 32(a) | (1.2) | – | (1.2) | (0.4) | – | (0.4) |
| Depreciation of right-of-use assets | 15 | (19.7) | – | (19.7) | (19.8) | – | (19.8) |
| Impairment of right-of-use assets | 15 | – | – | – | – | (2.7) | (2.7) |
| Amortisation of intangible assets | 16 | (79.6) | – | (79.6) | (79.1) | – | (79.1) |
| Impairment of intangible assets | 16 | – | – | – | – | (27.9) | (27.9) |
| Research and development costs |  | (22.1) | – | (22.1) | (21.5) | – | (21.5) |
| Lease rentals |  | (4.2) | (0.1) | (4.3) | (4.3) | – | (4.3) |
| Net impairment gain/(loss) on financial |  |  |  |  |  |  |  |
| assets |  | 2.6 | – | 2.6 | (0.5) | (0.5) | (1.0) |
| Auditor’s remuneration |  | (2.3) | – | (2.3) | (2.0) | – | (2.0) |
| Net foreign exchange (loss)/gain |  | (0.4) | – | (0.4) | 0.2 | – | 0.2 |

The following table discloses the fees paid or payable to Deloitte Ireland LLP, the Group auditor, and to other statutory audit ﬁrms in the

Deloitte network:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | Other statutory auditor |
|  | Statutory auditor |  | network firms | |
|  | 2023 | 2022 | 2023 | 2022 |
|  | $m | $m | $m | $m |
| The audit of the Group financial statements | 1.3 | 1.2 | 1.0 | 0.8 |
| Other assurance services | – | – | – | – |
| Tax advisory services | – | – | – | – |
| Other non-audit services | – | – | – | – |
|  | 1.3 | 1.2 | 1.0 | 0.8 |

In addition to the above, Deloitte Ireland LLP and Deloitte network member ﬁrms received fees of $0.3 million (2022: $0.2 million) in

respect of the audit of the Group’s joint ventures.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

6. Exceptional items

The nature of the total exceptional items is as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Net exceptional gain on disposal/exit of operations | (a) | (56.3) | – |
| Pension related costs | (b) | 2.5 | 1.8 |
| Portfolio related reorganisation costs | (c) | 6.0 | 3.1 |
| Remeasurements of contingent consideration | (d) | – | (7.1) |
| Non-core assets held for sale | (e) | – | 46.1 |
| Total |  | (47.8) | 43.9 |
| Share of results of joint ventures | (b) | – | (0.2) |
| Tax credit on exceptional items | 11 | (1.8) | (6.0) |
| Total exceptional (gain)/charge from continuing operations |  | (49.6) | 37.7 |
| Exceptional charge/(gain) after tax from discontinued operations | (f) | 3.2 | (60.3) |
| Total exceptional gain after tax for the year | 32(a) | (46.4) | (22.6) |

Details of the exceptional items are as follows:

(a) Net exceptional gain on disposal/exit of operations primarily relates to the net gains on disposal of the UK and EU Glanbia

Cheese joint venture operations and a small US bottling facility (Aseptic Solutions) which was designated as held for sale at

31 December 2022 (note (e) below). Both transactions concluded during 2023 and the net gain represents the dierefference between

proceeds received, net of costs associated with the divestment and exit of these non-core businesses and the carrying value of the

investments.

(b) Pension related costs relate to the restructure of legacy deﬁned beneﬁt pension schemes associated with the Group and joint

ventures, which included initiating a process for the ultimate buy-out and wind up of these schemes and a further simpliﬁcation of

schemes that remain. Costs incurred relate to the estimated cost of the settlement loss as a result of acquiring bulk purchase annuity

policies to mirror and oset mov and offset movements in known liabilities of the schemes (‘buy-in’ transaction), as well as related advisory and

execution costs, net of gains from risk reduction activities. The restructuring eort involved then activities. The restructuring effort involved the careful navigation of external market

factors, with ﬁnal wind up of the schemes anticipated in 2024.

(c)  Portfolio related re-organisation costs relate to indirect one o cne off costs as a result of recent portfolio changes. Following divestment

decisions related to non-core businesses, the Group launched a programme to realign Group-wide support functions and optimise

structures of the remaining portfolio, to more ecientlytfolio, to more efficiently support business operations and growth. This strategic multi-year

programme continues in 2024. Costs incurred to date relate to advisory fees and people-related costs.

(d) Prior year remeasurements of contingent consideration relate to contingent payments associated with the 2021 LevlUp acquisition

that reduced following an assessment of conditions that gave rise to the additional payments.

(e) Prior year non-core assets held for sale relate to fair value adjustments to reduce the carrying value of certain assets to recoverable

value. The assets relate to the Aseptic Solutions business which was successfully divested during 2023 (see note (a) above).

(f) Exceptional charge/(gain) after tax from discontinued operations relates to the divestment of Tirlán Limited (formerly known as

Glanbia Ireland DAC) (“Tirlán”). The prior year gain represented the initial gain on disposal of the Group’s interest in this entity. The

current year charge relates to the crystallisation of certain contingent costs associated with the divestment transaction following

the conclusion of negotiations on separation of the common infrastructure of both organisations.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

7. Employment

The aggregate payroll costs of employees (including Executive Directors) in the Group were:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Wages and salaries |  | 415.8 | 404.6 |
| Social insurance costs |  | 32.6 | 35.3 |
| Retirement benefit costs |  |  |  |
| – Defined contribution plans | 8 | 14.4 | 13.7 |
| – Defined benefit plans | 8 | 1.5 | 2.3 |
|  |  | 15.9 | 16.0 |
| Other compensation costs |  |  |  |
| – Private health insurance |  | 28.4 | 29.0 |
| – Cost of share-based payments | 9 | 24.5 | 19.8 |
| – Company car allowance |  | 2.4 | 2.4 |
|  |  | 55.3 | 51.2 |
|  |  | 519.6 | 507.1 |

Included within the aggregate payroll costs are exceptional items of $6.7 million (2022: $0.4 million) which include redundancy costs of

$4.3 million (2022: nil). Capitalised labour costs of $17.6 million (2022: $17.3 million) are included within the aggregate payroll costs while

the remaining post-exceptional cost of $502.0 million (2022: $489.8 million) are recognised as an expense (note 5).

The Directors’ remuneration information is shown on tables A to G on pages 146 to 149 in the Remuneration Committee Report.

The average number of employees, excluding the Group’s joint ventures, is analysed into the following reportable segments:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Glanbia Performance Nutrition | 2,040 | 1,996 |
| Glanbia Nutritionals | 2,814 | 3,010 |
|  | 4,854 | 5,006 |

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

8. Retirement beneﬁt obligations

Defined contribution pension plans

The Group has a number of deﬁned contribution pension plans in operation. $14.4 million (2022: $13.7 million) was recognised in the Group

income statement during the year (note 7).

Defined benefit pension plans

Recognition in the Group balance sheet:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Non-current assets – Surplus on defined benefit pension plan | 8.2 | 3.2 |
| Non-current liabilities – Deficit on defined benefit pension plan | (1.0) | (1.5) |
| Net defined benefit pension plans asset | 7.2 | 1.7 |

The Group operates deﬁned beneﬁt pension plans in the Republic of Ireland (“Ireland”) and the United Kingdom (“UK”). The deﬁned beneﬁt

pension plans in Ireland and the UK are administered by independent Boards of Trustees through separate trustee controlled funds. These

Boards are responsible for the management and governance of the pension plans including compliance with all relevant laws and

regulations. Each of the Group’s deﬁned beneﬁt pension plans operate under their respective regulatory frameworks and minimum funding

requirements in Ireland and the statutory funding objective in the UK. The UK pension plans comprise solely of pensioners and deferred

pensioners.

The deﬁned beneﬁt pension plans provide retirement and death beneﬁts for the Group’s employees. The majority of the deﬁned beneﬁt

pension plans are career average pension plans, which provide beneﬁts to members in the form of a guaranteed level of pension payable

for life. The level of beneﬁts provided depends on members’ length of service and their average salary over their period of employment.

The contributions paid to the deﬁned beneﬁt pension plans are in accordance with the schedule of contributions agreed between the

Group and the Trustees of the relevant plans as recommended in the actuarial valuation reports or in subsequent actuarial advice.

The contributions are partly funded by the employees, where they are required to contribute a ﬁxed percentage of pensionable salary,

and partly by the Group. The latest actuarial valuation reports for these plans, which are not available for public inspection, are dated

between 30 June 2018 and 1 January 2022.

In 2021, the Trustee Boards of two UK pension plans completed a buy-in transaction whereby the assets of the plans were invested in

a bulk purchase annuity policy with a UK pension insurance specialist. During 2023, the Trustee Boards completed a full buy-out of the

plans, following which the insurance company became responsible for the plan obligations, and the associated deﬁned beneﬁt assets

and matching deﬁned beneﬁt obligations were derecognised from the Group balance sheet.

The net UK pension liabilities at the end of the reporting period relate primarily to Guaranteed Minimum Pension equalisation (“GMPe”)

which requires an additional contribution(s) from the Group. Such contributions will result in a charge/gain in the income statement.

During 2023, there was a contribution from the Group of $1.6 million in respect of these GMPe liabilities for a UK pension plan which

resulted in a charge to the income statement of $0.7 million.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

8. Retirement beneﬁt obligations continued

The amounts recognised in the Group balance sheet and the movements in the net deﬁned beneﬁt asset over the year are as follows:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Present value of obligation |  | Fair value of plan assets |  |  | Net |
|  |  |  |  |  |  |  | (liability)/ |
|  | ROI | UK | Total | ROI | UK | Total | asset |
| 2023 | $m | $m | $m | $m | $m | $m | $m |
| At the beginning of the year | (94.4) | (85.9) | (180.3) | 97.5 | 84.5 | 182.0 | 1.7 |
| Current service cost | (1.0) | – | (1.0) | – | – | – | (1.0) |
| Interest (expense)/income | (3.4) | (3.3) | (6.7) | 3.6 | 3.3 | 6.9 | 0.2 |
| Settlement gain/(loss)\* | – | 76.3 | 76.3 | – | (77.0) | (77.0) | (0.7) |
| Recognised in proﬁt or loss | (4.4) | 73.0 | 68.6 | 3.6 | (73.7) | (70.1) | (1.5) |
| Remeasurements |  |  |  |  |  |  |  |
| – Return of plan assets in excess of interest income | – | – | – | 3.8 | (7.2) | (3.4) | (3.4) |
| – Gain/(loss) from experience adjustments | 2.8 | (0.8) | 2.0 | – | – | – | 2.0 |
| – Gain from changes in demographic assumptions | – | 1.5 | 1.5 | – | – | – | 1.5 |
| – (Loss)/gain from changes in financial assumptions | (4.6) | 6.2 | 1.6 | – | – | – | 1.6 |
| Recognised in OCI | (1.8) | 6.9 | 5.1 | 3.8 | (7.2) | (3.4) | 1.7 |
| Exchange differences | (3.4) | (2.9) | (6.3) | 3.6 | 2.9 | 6.5 | 0.2 |
| Contributions paid by the employer | – | – | – | 3.5 | 1.6 | 5.1 | 5.1 |
| Contributions paid by the employee | (0.3) | – | (0.3) | 0.3 | – | 0.3 | – |
| Benefits paid | 5.5 | 7.7 | 13.2 | (5.5) | (7.7) | (13.2) | – |
| At the end of the year | (98.8) | (1.2) | (100.0) | 106.8 | 0.4 | 107.2 | 7.2 |
| 2022 |  |  |  |  |  |  |  |
| At the beginning of the year | (145.1) | (151.0) | (296.1) | 134.4 | 145.7 | 280.1 | (16.0) |
| Current service cost | (1.9) | – | (1.9) | – | – | – | (1.9) |
| Interest (expense)/income | (1.5) | (2.5) | (4.0) | 1.4 | 2.4 | 3.8 | (0.2) |
| Settlement loss\* | – | – | – | – | (0.2) | (0.2) | (0.2) |
| Recognised in proﬁt or loss | (3.4) | (2.5) | (5.9) | 1.4 | 2.2 | 3.6 | (2.3) |
| Remeasurements |  |  |  |  |  |  |  |
| – Return of plan assets in excess of interest income | – | – | – | (26.9) | (42.3) | (69.2) | (69.2) |
| – Loss from experience adjustments | (0.1) | (4.8) | (4.9) | – | – | – | (4.9) |
| – Gain from changes in ﬁnancial assumptions | 41.8 | 48.5 | 90.3 | – | – | – | 90.3 |
| Eect ofEffect of irrecoverable plan surplus | – | – | – | (1.8) | – | (1.8) | (1.8) |
| Recognised in OCI | 41.7 | 43.7 | 85.4 | (28.7) | (42.3) | (71.0) | 14.4 |
| Exchange differences | 8.4 | 16.2 | 24.6 | (7.8) | (15.7) | (23.5) | 1.1 |
| Contributions paid by the employer | – | – | – | 2.2 | 2.3 | 4.5 | 4.5 |
| Contributions paid by the employee | (0.3) | – | (0.3) | 0.3 | – | 0.3 | – |
| Benefits paid | 4.3 | 7.7 | 12.0 | (4.3) | (7.7) | (12.0) | – |
| At the end of the year | (94.4) | (85.9) | (180.3) | 97.5 | 84.5 | 182.0 | 1.7 |

\*  Included in pension related costs (note 6).

The net asset disclosed above relates to funded plans.

In the prior year, the Group recognised an amount of the total surplus on one of the plans based on the economic beneﬁts that the

Group could gain from a reduction in future contributions.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

The fair value of plan assets at the end of the reporting period is as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  |  |  | 2022 |  |
|  | Quoted | Unquoted | Total |  | Quoted | Unquoted | Total |  |
|  | $m | $m | $m | % | $m | $m | $m | % |
| Equities |  |  |  |  |  |  |  |  |
| – Consumer | 3.3 | − | 3.3 | 3 | 3.1 | − | 3.1 | 2 |
| – Financials | 2.5 | − | 2.5 | 2 | 2.5 | − | 2.5 | 1 |
| – Information technology | 3.9 | − | 3.9 | 4 | 2.1 | − | 2.1 | 1 |
| – Other  Corporate bonds | 7.8 | − | 7.8 | 7 | 8.0 | − | 8.0 | 4 |
| – Investment grade | 8.5 | − | 8.5 | 8 | 7.8 | − | 7.8 | 4 |
| – Non investment grade | 0.6 | − | 0.6 | 1 | − | − | − | − |
| – Cash | 0.1 | − | 0.1 | − | − | − | − | − |
| Government bonds and gilts | 16.3 | − | 16.3 | 15 | 48.3 | − | 48.3 | 27 |
| Property | − | 2.4 | 2.4 | 2 | − | 2.3 | 2.3 | 1 |
| Cash | 0.2 | 1.7 | 1.9 | 2 | 1.5 | 0.5 | 2.0 | 1 |
| Investment funds | 9.2 | − | 9.2 | 9 | 8.5 | − | 8.5 | 5 |
| Insured assets | − | − | − | − | − | 83.9 | 83.9 | 46 |
| Annuities | − | 50.4 | 50.4 | 47 | − | 10.7 | 10.7 | 6 |
| Other | 0.3 | − | 0.3 | − | 2.8 | − | 2.8 | 2 |
|  | 52.7 | 54.5 | 107.2 | 100 | 84.6 | 97.4 | 182.0 | 100 |

The plan assets at the end of the reporting period do not include any equities held in the Group, nor does the Group use or occupy any of

the plan assets.

Principal risks in the defined benefit pension plans

The Group is exposed to limited risk from the UK pension plans given that the net UK pension liabilities at the end of the reporting period

relate primarily to GMPe. Accordingly the most signiﬁcant risk that the Irish pension plans are subject to are detailed below.

Investment risk

The pension liabilities are discounted using market yields on high-quality corporate bonds. If the return on plan assets is below this rate,

it will create a plan deﬁcit. Currently, the pension plans hold investments in primarily annuities and government bonds and gilts. The

Trustees conduct investment reviews to take advice on asset allocation, taking into account asset valuations, liability durations, funding

measurements and an achievement of an appropriate return on assets.

Interest rate risk

A decrease in corporate bond yields will increase plan liabilities, although this will be partially oset bytially offset by an increase in the value of

the plans’ bond holdings. A change in the net deﬁned beneﬁt obligation as a result of changes in the discount rate leads to volatility

in the Group balance sheet, Group income statement and Group statement of comprehensive income. It also impacts the funding

requirements for the plans.

Inflation risk

A signiﬁcant proportion of the beneﬁts under the plans are linked to inﬂation, be it consumer price inﬂation or retail price inﬂation, which

in most cases are subject to a cap on annual increases. Although there are caps in force on inﬂation increases and the plans’ assets are

expected to provide a good hedge against inﬂation over the long term, higher inﬂation will lead to higher liabilities.

Longevity risk

The present value of the deﬁned beneﬁt obligation is calculated by reference to the best estimate of the life expectancy of plan

participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the deﬁned

beneﬁt obligation.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

8. Retirement beneﬁt obligations continued

Principal assumptions used in the defined benefit pension plans

The principal assumptions used for the purposes of the actuarial valuations were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | 2023 |  | 2022 |
|  | ROI | UK | ROI | UK |
| Discount rate | 3.20% | 4.70% | 3.70% | 5.00% |
| Inflation rate | 2.00% | 2.55%-3.10% | 2.50% | 2.65%–3.30% |
| Future salary increases\* | 3.00% | 0.00% | 3.50% | 0.00% |
| Future pension increases | 0.00% | 2.55%-3.00% | 0.00% | 2.65%–3.15% |
| Mortality rates (years) |  |  |  |  |
| – Male – reaching 65 years of age in 20 years’ time | 24.3 | 21.7 | 24.2 | 22.2 |
| – Female – reaching 65 years of age in 20 years’ time | 26.4 | 24.1 | 26.3 | 24.5 |
| – Male – currently aged 65 years old | 22.1 | 20.7 | 21.9 | 21.2 |
| – Female – currently aged 65 years old | 24.4 | 22.9 | 24.3 | 23.3 |

\*  The ROI deﬁned beneﬁt pension plans are on a career average structure therefore this assumption does not have a material impact. The UK deﬁned beneﬁt

pension plans comprise solely pensioners and deferred pensioners.

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and

experience in each territory.

Sensitivity analysis for principal assumptions used to measure plan liabilities

There are inherent uncertainties surrounding the ﬁnancial assumptions adopted in calculating the actuarial valuation of the Group’s

deﬁned beneﬁt pension plans. The following table analyses, for the Group’s pension plans, the estimated impact on the plan liabilities

resulting from changes to key actuarial assumptions, with all other assumptions remaining constant. A sensitivity analysis has not been

provided for the UK pension plans for 2023 as their remaining liabilities at the reporting date relate to GMPe which are independent of

the assumptions.

The sensitivity analysis may not be representative of the actual change in the deﬁned beneﬁt obligation as it is unlikely that the change

in the assumptions would occur in isolation of one another as some of the assumptions may be correlated. The impact on the plan

liabilities has been calculated using the projected unit credit method, which is the same as that applied in calculating the deﬁned

beneﬁt obligation recognised in the Group balance sheet.

There have been no changes from the previous year in the methods used in preparing the sensitivity analysis.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | ROI |  |  | UK |
|  |  | Increase | Decrease | Increase | Decrease |
| Assumption | Change in assumption | $m | $m | $m | $m |
| 2023 |  |  |  |  |  |
| Discount rate | 0.50% movement | (6.0) | 6.6 | − | − |
| Inﬂation rate | 0.50% movement | 1.4 | (1.3) | − | − |
| Mortality rate | 1 year movement | 2.7 | (2.7) | − | − |
| Future salary increases\* |  |  |  |  |  |
| Future pension increases\*\* |  |  |  |  |  |
| 2022 |  |  |  |  |  |
| Discount rate | 0.50% movement | (5.7) | 6.2 | (1.8) | 1.9 |
| Inﬂation rate | 0.50% movement | 1.4 | (1.3) | 1.3 | (1.4) |
| Mortality rate | 1 year movement | 2.5 | (2.5) | 1.3 | (1.4) |
| Future salary increases\* |  |  |  |  |  |
| Future pension increases\*\* |  |  |  |  |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 |  | 2022 |  |
|  | ROI | UK | ROI | UK |
| Expected contributions to the deﬁned beneﬁt plans for the coming year ($m) | 0.2 | − | 3.4 | − |
| Weighted average duration of the defined benefit plans (years)\*\*\* | 13 | − | 14 | 12 |

\*  The majority of the deﬁned beneﬁt plans are career average plans. As a result, future salary increases will not have a material impact on the plan liabilities.

\*\*  There are no future pension increases agreed in the material deﬁned beneﬁt pension plans.

\*\*\* The reduction relating to the UK plans is due to the buy-outs that took place during the year.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

9. Share-based payment expense

The Group operates various equity settled share-based payment arrangements which are described in this note. Further details of the

plans are available in the Remuneration Committee Report on pages 126 to 149.

The total cost recognised in the Group income statement is analysed as follows:

Notes

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  | 2023 | 2022 |
|  |  |  |  | $m | $m |
| The | 2018 | Long-term incentive plan (2018 LTIP) |  | 18.8 | 14.4 |
| The | 2019 | Restricted Share Plan (2019 RSP) |  | 1.8 | 1.6 |
| The annual incentive deferred into shares scheme (AIDIS) |  |  |  | 3.9 | 3.8 |
|  |  |  | 7/32(a) | 24.5 | 19.8 |

2018 LTIP

For awards granted from 2022 to participants other than the Executive Directors and members of the Group Operating Executive

(“GOE”), 50% of the awards vest over a three year period based on the vesting conditions as described below. The remaining 50% vest

annually and evenly over three consecutive years following the grant based on service condition and personal objectives. For awards

granted to Executive Directors and members of the GOE, and previously granted awards, the awards vest over a three-year period

based on vesting conditions as detailed below.

The extent of vesting for awards granted from 2022 is determined based on a combination of performance metrics that comprised

of Group adjusted Earnings Per Share (“EPS”), Group Return on Capital Employed (“ROCE”), Environmental, Social and Governance

(“ESG”), and a service condition. For previously granted awards, the extent of vesting for awards is determined based on Group adjusted

EPS, Group ROCE, relative Total Shareholder Return (“TSR”) performance against the STOXX Europe 600 Food & Beverage index,

business segment EBITA and ROCE where applicable, a service condition, personal objectives, and ESG for the 2021 share awards where

applicable.

Vesting is determined on a straight line basis between threshold and maximum. There is a requirement to hold shares received pursuant

to the vesting of LTIP awards for a minimum period of two years post-vesting for members of the GOE (and one year otherwise for

awards granted before 2022).

The maximum annual award level is 150% of base salary. Awards lapse/expire by the fourth anniversary of the date of age date of a grant.

2019 RSP

This scheme was introduced in 2019 to provide share awards to certain employees. The maximum award level is 150% of base salary. The

extent of vesting for awards outstanding is generally determined based on a service condition and personal objectives.

AIDIS

This scheme is an annual performance related incentive scheme for Executive Directors and members of the GOE. The fair value of AIDIS

was calculated as $3.9 million in 2023 (2022: $3.8 million) and equates to the cash value of the portion of the annual incentive that will be

settled by way of shares. The number of shares received is determined by the share price on the date of vest. Eec. Effective 2022, the Executive

Directors and members of the GOE are required to hold 60% of the shares received (net of any applicable taxes and social security) for a

period of two years and three years for the balance post vesting.

Details of awards granted under 2018 LTIP and 2019 RSP are as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  |  | 2022 |  |  |
|  | 2018 | LTIP | 2019 | RSP | 2018 | LTIP | 2019 | RSP |
| At the beginning of the year |  | 4,595,659 |  | 279,990 |  | 4,033,767 |  | 371,834 |
| Granted |  | 1,403,396 |  | 23,397 |  | 1,703,218 |  | 179,868 |
| Vested |  | (1,367,455) |  | (122,039) |  | (315,578) |  | (195,122) |
| Lapsed |  | (578,155) |  | – |  | (825,748) |  | (76,590) |
| At the end of the year |  | 4,053,445 |  | 181,348 |  | 4,595,659 |  | 279,990 |
| Weighted average fair value of awards granted |  | €12.69 |  | €13.93 |  | €11.12 |  | €11.36 |

The assumptions used in the valuation of the awards granted under 2018 LTIP and 2019 RSP included:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 awards |  |  |  | 2022 awards |  |  |
|  | 2018 | LTIP | 2019 | RSP | 2018 | LTIP | 2019 | RSP |
| Year of earliest vesting date |  | 2024 | 2024 | -2025 |  | 2023 | 2023 | –2024 |
| Share price at date of award |  | €13.66 | €13.47-€15 | .14 |  | €11.82 | €10.45- | €12.52 |
| Expected dividend yield |  | 2.77% |  | 2.13%-2.39% |  | 2.25% |  | 2.62%–2.63% |
| Fair value – non-market performance component |  | €12.69 |  | – |  | €11.12 |  | – |

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

10.  Finance income and costs

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Finance income |  |  |  |
| Interest income on loans to joint ventures |  | 1.0 | 1.2 |
| Interest income on cash and deposits |  | 4.6 | 0.4 |
| Interest income on swaps |  | 4.0 | 0.2 |
| Remeasurements of call option |  | – | 0.1 |
| Remeasurements of contingent consideration |  | 0.2 | 7.7 |
| Total finance income |  | 9.8 | 9.6 |
| Finance costs |  |  |  |
| Bank borrowing costs |  | (6.4) | (7.4) |
| Facility fees |  | (2.9) | (1.8) |
| Finance cost of private placement debt |  | (10.1) | (10.2) |
| Interest expense on lease liabilities | 15 | (2.7) | (2.7) |
| Remeasurements of call option |  | – | (0.6) |
| Remeasurements of contingent consideration |  | – | (1.6) |
| Total finance costs |  | (22.1) | (24.3) |
| Net finance costs |  | (12.3) | (14.7) |

11. Income taxes

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Current tax |  |  |  |
| Irish current tax charge |  | 5.3 | 20.9 |
| Adjustments in respect of prior years |  | (2.3) | (1.3) |
| Irish current tax for the year |  | 3.0 | 19.6 |
| Foreign current tax charge |  | 47.0 | 29.9 |
| Adjustments in respect of prior years |  | (5.8) | 2.1 |
| Foreign current tax for the year |  | 41.2 | 32.0 |
| Total current tax |  | 44.2 | 51.6 |
| Deferred tax |  |  |  |
| Deferred tax – current year |  | (5.2) | (25.0) |
| Adjustments in respect of prior years |  | 5.7 | 0.5 |
| Total deferred tax | 26 | 0.5 | (24.5) |
| Tax charge |  | 44.7 | 27.1 |

The tax credit on exceptional items included in the above amounts is as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Current tax credit on exceptional items |  | (1.8) | (0.6) |
| Deferred tax credit on exceptional items |  | – | (5.4) |
| Total tax credit on exceptional items for the year | 6 | (1.8) | (6.0) |

The tax credit on exceptional items has been disclosed separately above as it relates to costs and income which have been presented as

exceptional.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

The tax on the Group’s proﬁt before tax diers fr tax differs from the theoretical amount that would arise applying the corporation tax rate in Ireland,

as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Profit before tax | 392.4 | 237.4 |
| Income tax calculated at Irish rate of 12.5% (2022: 12.5%) | 49.1 | 29.7 |
| Earnings at non-standard Irish tax rate | 0.9 | 1.4 |
| Difference due to overseas tax rates (capital and trading) | (4.8) | 0.2 |
| Adjustment to tax charge in respect of previous periods | (2.3) | 1.4 |
| Tax on share of results of joint ventures accounted for using the equity method included in profit before tax | (1.6) | (2.1) |
| Other reconciling items | 3.4 | (3.5) |
| Total tax charge | 44.7 | 27.1 |

Details of deferred tax charged or credited directly to other comprehensive income during the year are outlined in note 26.

Factors that may affect future tax charges and other disclosure requirements

The total tax charge in future periods will be aee affected by any changes to applicable tax rates in force in jurisdictions in which the Group

operates and other relevant changes in tax legislation. The total tax charge of the Group may also be inﬂuenced by the eecffects of

corporate development activity and the resolution of uncertain tax positions where the outcome is dierentcome is different from the amounts recorded

(note 3).

The Group has adopted the amendments to IAS 12 for the ﬁrst time in the current year. The IASB amends the scope of IAS 12 to clarify

that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Global Anti-Base

Erosion (‘GloBE’) rules published by the OECD (the ‘Pillar Two’ model rules) including tax law that implements qualiﬁed domestic

minimum top-up taxes described in those rules.

The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would

neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. The Group is

required to disclose that it has applied the exception and to disclose separately its current tax expense (income) related to Pillar Two

income taxes.

The Group has applied the temporary exception contained in the amendments issued by the IASB from the accounting requirements

for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities

related to Pillar Two income taxes.

On 18 December 2023, the government of Ireland enacted Pillar Two income taxes legislation in Ireland, ee, effective 1 January 2024, under

which Glanbia plc, the ultimate parent company of the Group, will be required to pay to the Irish tax authorities top-up tax on the proﬁts

of its subsidiaries with an eeh an effective tax rate of less than 15 per cent for each jurisdiction in which the Group operates, or it can elect to rely

on safe harbour criteria to exclude qualifying subsidiaries.

No current tax income or expense related to Pillar Two income taxes was recognised in the tax charge for the year ended 30 December

2023.

Based on legislation in eecffect at 30 December 2023 and current ﬁnancial projections, the Group does not expect to pay a material

top-up tax with respect to its 2024 ﬁnancial year (the year ending 4 January 2025). The Group is continuing to assess the impact of the

Pillar Two income taxes legislation on its future ﬁnancial performance.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

12. Earnings Per Share

Basic

Basic Earnings Per Share is calculated by dividing proﬁt after tax attributable to the equity holders of the Company by the weighted

average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares

(note 23). The weighted average number of ordinary shares in issue used in the calculation of Basic Earnings Per Share is 266,548,048

(2022: 275,760,676).

Diluted

Diluted Earnings Per Share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of

all potential dilutive ordinary shares. Share awards are the Company’s only potential dilutive ordinary shares. The share awards, which

are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of speciﬁed

performance conditions, as well as the passage of time. Contingently issuable shares are included in the calculation of Diluted Earnings

Per Share to the extent that conditions governing exercisability have been satisﬁed, as if the end of the reporting period were the end of

the vesting period.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |  |
|  | Continuing | Discontinued |  | Continuing | Discontinued |  |
|  | operations | operations | Total | operations | operations | Total |
| Profit after tax attributable to equity holders |  |  |  |  |  |  |
| of the Company ($m) | 347.6 | (3.2) | 344.4 | 211.1 | 60.3 | 271.4 |
| Basic Earnings Per Share (cent) | 130.41 | (1.20) | 129.21 | 76.55 | 21.85 | 98.40 |
| Diluted Earnings Per Share (cent) | 128.67 | (1.17) | 127.50 | 75.59 | 21.59 | 97.18 |

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| Weighted average number of ordinary shares in issue | 266,548,048 | 275,760,676 |
| Shares deemed to be issued for no consideration in respect of share awards | 3,594,033 | 3,505,766 |
| Weighted average number of shares used in the calculation of Diluted Earnings Per Share | 270,142,081 | 279,266,442 |

13. Dividends

The dividends paid and recommended on ordinary share capital are as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Equity dividends to shareholders |  |  |  |
| Final – paid EUR 1 9. 28c per ordinary share (2022: EUR 17.53c) |  | 57.6 | 51.7 |
| Interim – paid EUR 14. 2 2c per ordinary share (2022: EUR 1 2. 93c) |  | 39.9 | 37.3 |
| Total |  | 97.5 | 89.0 |
| Reconciliation to Group statement of cash flows and Group statement of changes in equity |  |  |  |
| Dividends to shareholders |  | 97.5 | 89.0 |
| Waived dividends in relation to own shares |  | (0.3) | (0.1) |
| Total dividends paid to equity holders of the Company | 24 | 97.2 | 88.9 |
| Equity dividends recommended |  |  |  |
| Final 2023 – proposed EUR 21.21c per ordinary share (2022: EUR 19.28c) | 36 | 62.1 | 56.0 |

The amount of dividends recommended is based on the number of issued shares at year end (note 22). The actual amount will be based

on the number of issued shares on the record date (note 36).

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

14. Property, plant and equipment

Notes

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Land and | Plant and | Motor |  |
|  |  | buildings | equipment | Vehicles | Total |
|  |  | $m | $m | $m | $m |
| Year ended 30 December 2023 |  |  |  |  |  |
| Opening carrying amount |  | 239.2 | 271.5 | 0.1 | 510.8 |
| Exchange differences |  | 0.9 | 0.9 | 0.2 | 2.0 |
| Acquisitions | 34 | 5.6 | 5.8 | – | 11.4 |
| Additions |  | 4.7 | 37.1 | – | 41.8 |
| Depreciation charge | 5/32(a) | (11.9) | (37.7) | (0.1) | (49.7) |
| Reclassification |  | 3.4 | (3.4) | – | – |
| Disposal of assets |  | – | (1.2) | – | (1.2) |
| Closing carrying amount |  | 241.9 | 273.0 | 0.2 | 515.1 |
| At 30 December 2023 |  |  |  |  |  |
| Cost |  | 385.5 | 736.9 | 3.5 | 1,125.9 |
| Accumulated depreciation and impairment |  | (143.6) | (463.9) | (3.3) | (610.8) |
| Carrying amount |  | 241.9 | 273.0 | 0.2 | 515.1 |
| Year ended 31 December 2022 |  |  |  |  |  |
| Opening carrying amount |  | 251.4 | 298.0 | 0.2 | 549.6 |
| Exchange differences |  | (3.3) | (1.9) | 0.1 | (5.1) |
| Acquisitions |  | 2.8 | 3.7 | – | 6.5 |
| Additions |  | 3.2 | 32.0 | – | 35.2 |
| Depreciation charge | 5/32(a) | (11.3) | (39.8) | (0.2) | (51.3) |
| Impairment | 5 | (0.2) | (9.9) | – | (10.1) |
| Assets classified as held for sale | 33 | (0.2) | (9.9) | – | (10.1) |
| Disposal of assets |  | (3.2) | (0.7) | – | (3.9) |
| Closing carrying amount |  | 239.2 | 271.5 | 0.1 | 510.8 |
| At 31 December 2022 |  |  |  |  |  |
| Cost |  | 370.4 | 689.7 | 2.9 | 1,063.0 |
| Accumulated depreciation and impairment |  | (131.2) | (418.2) | (2.8) | (552.2) |
| Carrying amount |  | 239.2 | 271.5 | 0.1 | 510.8 |

Included in the closing cost at 30 December 2023 is an amount of $56.0 million (2022: $45.8 million) incurred in respect of assets under

construction. Included in the cost of additions for 2023 is $0.8 million (2022: $0.6 million) incurred in respect of sta costs capitalised intespect of staff costs capitalised into

assets.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

15. Leasing

The movement in right-of-use assets during the year is as follows:

Notes

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Land and | Plant and | Motor |  |
|  |  | buildings | equipment | vehicles | Total |
|  |  | $m | $m | $m | $m |
| Year ended 30 December 2023 |  |  |  |  |  |
| Opening carrying amount |  | 91.8 | 5.3 | 3.6 | 100.7 |
| Exchange differences |  | 0.3 | – | – | 0.3 |
| Acquisitions | 34 | 1.1 | 0.1 | – | 1.2 |
| Additions |  | 0.6 | 1.3 | 1.7 | 3.6 |
| Disposals |  | (1.3) | (0.1) | – | (1.4) |
| Remeasurements |  | 3.6 | – | – | 3.6 |
| Depreciation charge | 5/32(a) | (14.8) | (2.7) | (2.2) | (19.7) |
| Closing carrying amount |  | 81.3 | 3.9 | 3.1 | 88.3 |
| At 30 December 2023 |  |  |  |  |  |
| Cost |  | 129.6 | 9.8 | 9.7 | 149.1 |
| Accumulated depreciation and impairment |  | (48.3) | (5.9) | (6.6) | (60.8) |
| Carrying amount |  | 81.3 | 3.9 | 3.1 | 88.3 |
| Year ended 31 December 2022 |  |  |  |  |  |
| Opening carrying amount |  | 106.2 | 2.9 | 4.1 | 113.2 |
| Exchange differences |  | (0.8) | (0.1) | (0.1) | (1.0) |
| Acquisitions |  | 0.2 | 0.4 | – | 0.6 |
| Additions |  | 2.9 | 5.9 | 2.0 | 10.8 |
| Disposals |  | (0.8) | (1.4) | (0.1) | (2.3) |
| Impairment | 5 | (2.5) | (0.2) | – | (2.7) |
| Remeasurements |  | 4.6 | – | – | 4.6 |
| Assets classified as held for sale | 33 | (2.5) | (0.2) | – | (2.7) |
| Depreciation charge | 5/32(a) | (15.5) | (2.0) | (2.3) | (19.8) |
| Closing carrying amount |  | 91.8 | 5.3 | 3.6 | 100.7 |
| At 31 December 2022 |  |  |  |  |  |
| Cost |  | 126.3 | 8.9 | 8.7 | 143.9 |
| Accumulated depreciation and impairment |  | (34.5) | (3.6) | (5.1) | (43.2) |
| Carrying amount |  | 91.8 | 5.3 | 3.6 | 100.7 |

Amounts recognised in the Group income statement included the following:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Depreciation charge of right-of-use assets | 5 | 19.7 | 19.8 |
| Impairment of right-of-use assets | 5 | – | 2.7 |
| Interest expense on lease liabilities | 10 | 2.7 | 2.7 |
| Expense relating to short-term leases |  | 4.2 | 3.8 |
| Expense relating to variable lease payments not included in lease liabilities |  | 0.1 | 0.6 |

The total cash outﬂow for leases during the year was $24.9 million (2022: $23.3 million). At 30 December 2023, the Group was committed

to $0.8 million (2022: $0.7 million) for short-term leases. Income from subleasing was immaterial in the current and prior year.

Certain building leases contain extension options exercisable by the Group. As at 30 December 2023, undiscounted potential future

lease payments of $75.9 million (2022: $80.9 million) have not been included in lease liabilities because it is not reasonably certain that the

extension options, $72.3 million (2022: $71.8 million) of which relate to periods more than ﬁve years from the reporting date, will be availed

of. At 30 December 2023, the undiscounted future lease payments relating to leases that have not yet commenced which the Group

is committed to are $0.5 million (2022: $0.1 million). The eece effect of excluding future cash outﬂows arising from variable lease payments,

termination options, and residual value guarantees from lease liabilities is not material for the Group.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Lease liabilities shown in the Group balance sheet are as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Current |  | 20.1 | 19.0 |
| Non-current |  | 89.3 | 103.5 |
| Total | 30(c)/32(c) | 109.4 | 122.5 |

Refer to note 30(b) for a maturity analysis of the undiscounted lease liabilities arising from the Group’s leasing activities.

16.  Intangible assets

Notes

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Brands |  |  |  |
|  |  |  | and other | Software | Development |  |
|  |  | Goodwill | intangibles | costs | costs | Total |
|  |  | $m | $m | $m | $m | $m |
| Year ended 30 December 2023 |  |  |  |  |  |  |
| Opening carrying amount |  | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 |
| Exchange differences |  | 3.1 | 1.4 | 2.5 | – | 7.0 |
| Acquisitions | 34 | 11.4 | 17.8 | – | – | 29.2 |
| Additions |  | – | – | 20.1 | 12.1 | 32.2 |
| Disposals |  | – | – | – | (0.3) | (0.3) |
| Amortisation | 4/5/32(a) | – | (46.5) | (19.7) | (13.4) | (79.6) |
| Closing carrying amount |  | 727.4 | 699.5 | 88.2 | 22.2 | 1,537.3 |
| At 30 December 2023 |  |  |  |  |  |  |
| Cost |  | 727.4 | 1,121.9 | 200.2 | 68.2 | 2,117.7 |
| Accumulated amortisation and impairment |  | – | (422.4) | (112.0) | (46.0) | (580.4) |
| Carrying amount |  | 727.4 | 699.5 | 88.2 | 22.2 | 1,537.3 |
| Year ended 31 December 2022 |  |  |  |  |  |  |
| Opening carrying amount |  | 712.5 | 740.8 | 79.3 | 25.1 | 1,557.7 |
| Exchange differences |  | (5.5) | (2.8) | (3.2) | – | (11.5) |
| Acquisitions |  | 24.7 | 46.3 | – | – | 71.0 |
| Additions |  | – | – | 26.8 | 12.3 | 39.1 |
| Impairment | 5 | (18.8) | (8.8) | (0.3) | – | (27.9) |
| Disposals |  | – | – | – | (0.5) | (0.5) |
| Amortisation | 4/5/32(a) | – | (48.7) | (17.3) | (13.1) | (79.1) |
| Closing carrying amount |  | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 |
| At 31 December 2022 |  |  |  |  |  |  |
| Cost |  | 731.8 | 1,123.5 | 177.8 | 63.3 | 2,096.4 |
| Accumulated amortisation and impairment |  | (18.9) | (396.7) | (92.5) | (39.5) | (547.6) |
| Carrying amount |  | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 |

The average remaining amortisation period for software costs is 4 years (2022: 5.5 years) and development costs is 1.8 years (2022: 1.9

years).

Approximately $12.8 million (2022: $11.2 million) of software additions during the year were internally generated which included $10.8

million (2022: $10.0 million) of sta costs capitalised. $12.1 million o of staff costs capitalised. $12.1 million of development cost additions during the year (2022: $12.3 million) were

internally generated which included $6.0 million (2022: $6.7 million) of sta costs capitalised.f staff costs capitalised.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

16.  Intangible assets continued

Brands and other intangibles

Notes

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  | Recipes, Know- |  |
|  |  |  | Customer | how |  |
|  |  | Brands | relationships | and other | Total |
|  |  | $m | $m | $m | $m |
| Year ended 30 December 2023 |  |  |  |  |  |
| Opening carrying amount |  | 491.1 | 194.4 | 41.3 | 726.8 |
| Exchange differences |  | 1.1 | 0.3 | – | 1.4 |
| Acquisitions | 34 | 3.3 | 4.5 | 10.0 | 17.8 |
| Reclassification |  | 0.2 | (0.1) | (0.1) | – |
| Amortisation |  | (12.9) | (30.2) | (3.4) | (46.5) |
| Closing carrying amount |  | 482.8 | 168.9 | 47.8 | 699.5 |
| At 30 December 2023 |  |  |  |  |  |
| Cost |  | 580.5 | 475.2 | 66.2 | 1,121.9 |
| Accumulated amortisation and impairment |  | (97.7) | (306.3) | (18.4) | (422.4) |
| Carrying amount |  | 482.8 | 168.9 | 47.8 | 699.5 |
| Year ended 31 December 2022 |  |  |  |  |  |
| Opening carrying amount |  | 512.3 | 193.0 | 35.5 | 740.8 |
| Exchange differences |  | (2.2) | (0.6) | – | (2.8) |
| Acquisitions |  | 1.8 | 33.5 | 11.0 | 46.3 |
| Reclassification |  | (7.0) | – | 7.0 | – |
| Impairment |  | – | – | (8.8) | (8.8) |
| Amortisation |  | (13.8) | (31.5) | (3.4) | (48.7) |
| Closing carrying amount |  | 491.1 | 194.4 | 41.3 | 726.8 |
| At 31 December 2022 |  |  |  |  |  |
| Cost |  | 584.4 | 472.7 | 66.4 | 1,123.5 |
| Accumulated amortisation and impairment |  | (93.3) | (278.3) | (25.1) | (396.7) |
| Carrying amount |  | 491.1 | 194.4 | 41.3 | 726.8 |

Individually material intangible assets with definite useful lives

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 |  | 2022 |  |
|  |  | Average |  | Average |
|  |  | remaining |  | remaining |
|  | Carrying | amortisation | Carrying | amortisation |
|  | amount | period | amount | period |
|  | $m | Years | $m | Years |
| Brands |  |  |  |  |
| Glanbia Performance Nutrition – BSN | 43.1 | 27 | 44.7 | 28 |
| Glanbia Performance Nutrition – Isopure | 55.6 | 31 | 57.4 | 32 |
| Glanbia Performance Nutrition – think! | 68.7 | 32 | 70.8 | 33 |
| Glanbia Performance Nutrition – Amazing Grass | 33.8 | 33 | 34.9 | 34 |
| Glanbia Performance Nutrition – Body & Fit | 11.1 | 33 | 11.1 | 34 |
| Glanbia Performance Nutrition – SlimFast North America | 98.3 | 35 | 101.6 | 36 |
| Glanbia Performance Nutrition – SlimFast International | 20.4 | 35 | 21.0 | 36 |
| Glanbia Performance Nutrition – LevlUp | 13.5 | 18 | 13.8 | 19 |
| Customer relationships |  |  |  |  |
| Glanbia Performance Nutrition – Optimum Nutrition | – | – | 3.9 | – |
| Glanbia Performance Nutrition – BSN | 5.9 | 2 | 8.8 | 3 |
| Glanbia Performance Nutrition – Isopure | 9.6 | 4 | 12.2 | 5 |
| Glanbia Performance Nutrition – think! | 28.3 | 5 | 34.4 | 6 |
| Glanbia Performance Nutrition – Amazing Grass | 21.9 | 8 | 24.7 | 9 |
| Glanbia Performance Nutrition – SlimFast North America | 33.6 | 10 | 37.7 | 11 |
| Glanbia Performance Nutrition – SlimFast International | 13.4 | 10 | 14.8 | 11 |
| Glanbia Nutritionals – Sterling Technology | 29.5 | 13 | 31.7 | 14 |

Management reviewed the amortisation period and amortisation method for the intangible assets with deﬁnite useful lives at the

reporting date. Management noted no dieo difference in the expected useful life of the brands and customer relationship assets from the

original estimates and noted no change in the expected pattern of consumption of the future economic beneﬁts of the assets.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Individually material indefinite life intangible assets

Carrying amount

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Brands |  |  |
| Glanbia Performance Nutrition – Optimum Nutrition | 122.7 | 122.7 |

As at the reporting date management reviewed the events and circumstances supporting the indeﬁnite useful life assessment. The

brand is long established, continues to have a strong market presence with high customer recognition and there are no material legal,

contractual or other factors that limit its useful life. In addition, the likelihood that market based factors could truncate the brand’s life

is relatively remote because of the size, diversiﬁcation and market share of the brand. It was determined that this asset will continue to

contribute indeﬁnitely to the cash ﬂows of the Group.

Impairment tests for goodwill and indefinite life intangibles

Goodwill and indeﬁnite life intangibles acquired in business combinations are allocated to the Group’s cash generating units (“CGUs”)

that are expected to beneﬁt from the business acquisition, rather than where the assets are owned. The CGUs represent the lowest level

within the Group at which the associated goodwill and indeﬁnite life intangibles are monitored for internal management purposes and

are not larger than the operating segments determined in accordance with IFRS 8 ‘Operating Segments’. CGUs are kept under review to

ensure that they reﬂect changing interdependencies of cash inﬂows within the Group and how management monitors operations.

The CGUs to which signiﬁcant amounts of goodwill and indeﬁnite life intangibles have been allocated and the associated discount rates

used for impairment testing as at 30 December 2023 and 31 December 2022 are set out below:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |  |
|  |  | Indefinite life |  |  | Indefinite life |  |
|  | Goodwill | intangibles | Discount | Goodwill | intangibles | Discount |
|  | $m | $m | rate | $m | $m | rate |
| Americas | 412.5 | 113.1 | 8.33% | 412.5 | 113.1 | 7.93% |
| International | 65.2 | 9.6 | 7.97% | 64.6 | 9.6 | 9.73% |
| Direct-to-Consumer (Body & Fit) | 31.5 | – | 6.73% | 30.4 | – | 8.40% |
| Direct-to-Consumer (LevlUp) | 30.3 | – | 6.23% | 29.3 | – | 7.76% |
| Nutritional Solutions | 176.5 | – | 8.25% | 138.9 | – | 8.20% |
| Other CGUs without individually significant |  |  |  |  |  |  |
| goodwill | – | – | – | 37.2 | – | 7.93%–8.68% |
| Carrying amount | 716.0 | 122.7 |  | 712.9 | 122.7 |  |

Other CGUs without signiﬁcant goodwill were consolidated into the Nutritional Solutions CGU in 2023. These bolt-on businesses were

originally acquired in order to beneﬁt from synergies with the Nutritional Solutions segment. Certain conditions have now been met

which mean that these businesses are now fully integrated into the Nutritional Solutions platform.

As at 30 December 2023, an initial amount of goodwill of $11.4 million associated with the PanTheryx acquisition (note 34) has not been

allocated to a CGU for impairment purposes. This is due to the acquisition accounting being performed on a provisional basis as the

date of acquisition was proximal to the reporting date. Upon the ﬁnalisation of the acquisition accounting in 2024, it is expected that the

goodwill will be allocated to Nutritional Solutions CGU which is expected to beneﬁt from the business acquisition.

Key assumptions

The recoverable amount of goodwill and indeﬁnite life intangibles allocated to a CGU is determined based on a value in use computation.

The key assumptions for calculating value in use of the CGUs are discount rates, growth rates and cash ﬂows as described below.

As disclosed in note 2, speciﬁc consideration was given to the potential impact of the transition and physical risks associated with

climate change identiﬁed in our goodwill impairment assessment, including the estimated time horizon impact and output from the

ﬁnancial quantiﬁcation exercise carried out on each of the climate-related risks assessed, concluding that there was no signiﬁcant

impact on the goodwill impairment assessment in the current year.

Discount rates

Refer to the table within this section for the pre-tax discount rates that are applied to the cash ﬂow projections in the value in use

computations. The pre-tax discount rates are based on the Group’s weighted average cost of capital, calculated using the Capital Asset

Pricing Model adjusted for the Group’s speciﬁc beta coecient ts speciﬁc beta coefficient together with a country risk premium to take account of the countries

from where the CGU derives its cash ﬂows.

Growth rates

A terminal value of 2% growth into perpetuity was used to extrapolate cash ﬂows beyond the budget and strategic plan period. This

growth rate does not exceed the long-term average growth rate for the industries in which each CGU operates. The application of

the terminal value has taken account of the Group’s position, playing in large and growing markets which centre around nutrition and

healthy lifestyles.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

16.  Intangible assets continued

Cash flows

The cash ﬂow projections are based on three years of cash ﬂows being, the 2024 budget formally approved by, and the strategic plan for

2025 and 2026 as presented to, the Board of Directors. In cases where management have strategic plans beyond 2026 these numbers

are also used in the projections. Due to management’s plan as part of the Direct-to-Consumer business model to reinvest the proﬁts

of the business for a number of years to drive revenue growth and build the brand for potential expansion into other markets, the cash

ﬂows of the CGU relating to Direct-to-Consumer are over a four year period from 2024 to 2027. These cash ﬂows have been used in the

impairment calculations.

In preparing the 2024 budget and strategic plan, management considered the Group’s history of earnings, past experience, and cash

ﬂow generation. Management also considered external sources of information pertaining to estimated growth of the relevant market,

customer and consumer behaviours, competitor activity and developing trends in the industry which the CGU operates in. Business

sustaining capital expenditure and working capital requirements are estimated by assigning values to the investment required to support

the estimated future proﬁtability taking into account historic investment patterns and past experience. The cash ﬂow projections exclude

the impact of future development and acquisition activity.

During 2022, fair value adjustments of $27.9 million reduced the carrying value of certain assets of a small US based bottling facility to

their recoverable value. The amounts were included as an exceptional item.

Sensitivity analysis

The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of each of

the CGUs using the following sensitivity assumptions: 1% increase in the discount rate; 10% decrease in EBITDA growth; and nil terminal

value growth. In addition, future capital expenditure has been ﬂexed by an additional 50% to further consider the impact of climate

change by way of shorter remaining useful lives of assets or need for increased investment in technology to address climate challenges.

There were no CGU impairments as a result of the applied sensitivity analysis in 2023.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

17. Interests in joint ventures

Set out below are the joint ventures of the Group at the end of the reporting period. During 2023, the Group disposed of its interests in

Glanbia Cheese Limited and Glanbia Cheese EU Limited (note 33).

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| MWC-Southwest Holdings LLC | (a) | 159.3 | 169.0 |
| Glanbia Cheese Limited | (b) | – | 50.0 |
| Glanbia Cheese EU Limited | (c) | – | 6.3 |
| Interests in joint ventures |  | 159.3 | 225.3 |

(a) MWC-Southwest Holdings LLC was established in 2018 to hold 100% of the ownership interest in Southwest Cheese Company, LLC

(“Southwest Cheese”) and MWC (Michigan) LLC (“MWC”). Consequently, the Group owns 50% of MWC-Southwest Holdings LLC and

its two subsidiaries. The Group controls 50% of the voting rights and is entitled to appoint 50% of the total number of Directors to the

Board. Southwest Cheese and MWC are large scale manufacturers of premium quality block cheese and whey protein ingredients for

consumer foods markets internationally.

(b) Glanbia Cheese Limited is a leading European mozzarella producer which was a joint venture with Leprino Foods Company.

(c) Glanbia Cheese EU Limited is a mozzarella cheese producer which was established in 2018 and was a joint venture with Leprino Foods

Company.

The joint ventures have share capital, consisting solely of ordinary shares, membership interests or membership units and preference

shares. Decisions about the relevant activities of the joint ventures require unanimous consent of the Group and the respective joint

venture partners. Refer to note 37 for further details of the joint ventures.

The movement in the interests in joint ventures recognised in the Group balance sheet is as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| At the beginning of the year |  | 225.3 | 209.3 |
| Share of profit after tax (post-exceptional) |  | 12.5 | 16.5 |
| Share of OCI – remeasurements on defined benefit plan, net of deferred tax | 24 | 0.1 | 0.5 |
| Share of OCI – fair value movement on cash flow hedges, net of deferred tax | 23(c) | (2.5) | 17.2 |
| Dividends received | 35 | (32.0) | (15.2) |
| Income tax movement |  | 6.1 | 2.9 |
| Transferred to assets held for sale\* |  | (51.0) | – |
| Exchange differences |  | 0.8 | (5.9) |
| At the end of the year |  | 159.3 | 225.3 |

\*  Relates to the carrying amount of Glanbia Cheese which was translated using the exchange rate on 14 February 2023 when it was reclassiﬁed as held for sale. The

carrying amount of $52.2 million in note 33 is based on the exchange rate on 28 April 2023 when the sale transaction of Glanbia Cheese was completed.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

17. Interests in joint ventures continued

Summarised financial information for joint ventures accounted for using the equity method

Set out below is the summarised ﬁnancial information for the Group’s joint ventures which are accounted for using the equity method.

The information reﬂects the amounts presented in the ﬁnancial statements of the joint ventures reconciled to the carrying value of the

Group’s investments in joint ventures.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | 2023 |  | 2022 |  |  |
|  | MWC- | MWC- |  |  |  |
|  | Southwest | Southwest | Glanbia | Glanbia |  |
|  | Holdings | Holdings | Cheese | Cheese EU |  |
|  | LLC | LLC | Limited | Limited |  |
|  | $m | $m | $m | $m | Total |
| Summarised balance sheet (100%): |  |  |  |  |  |
| Non-current assets | 745.9 | 786.9 | 44.1 | 164.7 | 995.7 |
| Current assets |  |  |  |  |  |
| Cash and cash equivalents | 19.2 | 15.1 | 53.2 | 5.0 | 73.3 |
| Other current assets | 229.3 | 300.4 | 84.2 | 36.2 | 420.8 |
|  | 248.5 | 315.5 | 137.4 | 41.2 | 494.1 |
| Non-current liabilities |  |  |  |  |  |
| Borrowings | (475.0) | (508.0) | – | – | (508.0) |
| Other non-current liabilities | (7.7) | (8.4) | (4.5) | (176.6) | (189.5) |
|  | (482.7) | (516.4) | (4.5) | (176.6) | (697.5) |
| Current liabilities |  |  |  |  |  |
| Bank overdrafts and loans | – | (10.0) | – | – | (10.0) |
| Other current liabilities | (192.9) | (238.0) | (84.4) | (16.6) | (339.0) |
|  | (192.9) | (248.0) | (84.4) | (16.6) | (349.0) |
| Net assets (100%) | 318.8 | 338.0 | 92.6 | 12.7 | 443.3 |
| Net assets attributable to equity holders of the Company | 318.8 | 338.0 | 92.6 | 12.7 | 443.3 |
| Reconciliation to carrying amount: |  |  |  |  |  |
| Group’s share of net assets | 159.4 | 169.0 | 46.3 | 6.3 | 221.6 |
| Dividend income receivable | – | – | 3.7 | – | 3.7 |
| Adjustment in respect of unrealised profit in stock to the Group | (0.1) | – | – | – | – |
| Carrying amount | 159.3 | 169.0 | 50.0 | 6.3 | 225.3 |
| Summarised income statement (100%): |  |  |  |  |  |
| Revenue | 1,875.7 | 2,224.9 | 525.2 | 44.6 | 2,794.7 |
| Depreciation | (42.6) | (42.0) | (5.5) | (1.3) | (48.8) |
| Amortisation | (2.5) | (2.4) | (0.1) | – | (2.5) |
| Interest (expense)/income | (24.1) | (23.4) | 0.4 | (4.2) | (27. 2) |
| Tax | (0.8) | (6.3) | (8.4) | 5.6 | (9.1) |
| Exceptional items net of tax | – | – | 0.3 | – | 0.3 |
| Profit/(loss) after tax | 28.7 | 16.5 | 25.6 | (17.1) | 25.0 |
| Other comprehensive income | (5.3) | 35.2 | 0.1 | – | 35.3 |
| Total comprehensive income | 23.4 | 51.7 | 25.7 | (17.1) | 60.3 |
| Profit/(loss) after tax attributable to equity holders of the Company | 28.7 | 16.5 | 25.6 | (17.1) | 25.0 |
| Total comprehensive income attributable to equity holders of the Company | 23.4 | 51.7 | 25.7 | (17.1) | 60.3 |
| Reconciliation to the Group’s share of total comprehensive income: |  |  |  |  |  |
| Group’s share of total comprehensive income | 11.7 | 25.9 | 12.9 | (8.6) | 30.2 |
| Adjustment in respect of unrealised profit on sales to the Group | – | 0.3 | – | – | 0.3 |
| Dividends receivable by the Group | – | – | 3.7 | – | 3.7 |
| Group’s share of total comprehensive income | 11.7 | 26.2 | 16.6 | (8.6) | 34.2 |
| Dividends received by Group | 27.5 | 12.5 | 2.7 | – | 15.2 |

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

18. Other ﬁnancial assets

Other ﬁnancial assets comprise the following:

Notes

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Equity instruments designated at FVOCI |  |  |
| The BDO Development Capital Fund | 1.7 | 1.4 |
| Others | 0.9 | 0.9 |
| Other financial assets | 2.6 | 2.3 |

Other ﬁnancial assets are classiﬁed as non-current assets, unless they are expected to be realised within 12 months of the reporting

date or unless they will need to be sold to raise operating capital.

The movement in other ﬁnancial assets is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| At the beginning of the year |  | 2.3 | 2.2 |
| Disposals/redemption |  | (0.1) | (0.4) |
| Fair value adjustment | 23 | 0.3 | 0.7 |
| Exchange differences |  | 0.1 | (0.2) |
| At the end of the year |  | 2.6 | 2.3 |

19. Trade and other receivables

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Current |  |  |  |
| Trade receivables |  | 450.7 | 367.3 |
| Less: loss allowance | 30(b) | (10.0) | (13.8) |
| Trade receivables – net |  | 440.7 | 353.5 |
| Receivables from joint ventures |  | 0.2 | 0.8 |
| Receivables from other related parties |  | 7.2 | 5.3 |
| Value added tax |  | 4.3 | 1.9 |
| Prepayments |  | 27.2 | 20.8 |
| Other receivables |  | 22.2 | 22.5 |
|  |  | 501.8 | 404.8 |

See note 32(b) for analysis of the movement in trade and other receivables. Information in relation to the fair value estimation process

and the Group’s credit risk is included in notes 29(b) and 30(b) respectively.

The currency proﬁle of trade and other receivables is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Pound | Australian |  |  |
|  | US dollar | euro | sterling | dollar | Other | Total |
|  | $m | $m | $m | $m | $m | $m |
| At 30 December 2023 | 405.3 | 42.2 | 33.6 | 5.2 | 15.5 | 501.8 |
| At 31 December 2022 | 316.8 | 38.8 | 26.6 | 4.1 | 18.5 | 404.8 |

Principal currencies in “other” include Canadian dollar, Indian rupee, New Zealand dollar, South African rand and Chinese renminbi

(2022: Canadian dollar, Indian Rupee and Chinese renminbi).

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

20. Inventories

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Raw materials | 167.0 | 275.7 |
| Work in progress | 19.0 | 15.3 |
| Finished goods | 326.5 | 422.6 |
| Consumables | 37.7 | 36.9 |
|  | 550.2 | 750.5 |

Recognition in the Group income statement:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Cost of inventories recognised as an expense in Cost of Goods Sold | 5 | 3,850.7 | 4,457.4 |
| Write down of inventory to net realisable value during the year |  | 34.1 | 29.3 |
| Previous write downs of inventories reversed during the year\* |  | (15.7) | (10.5) |
|  |  | 18.4 | 18.8 |

\*  Previous write downs have been reversed as a result of increased sales prices in certain markets.

21. Cash and cash equivalents

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Cash at bank and in hand |  | 404.5 | 461.3 |
| Short term bank deposits |  | 9.2 | 6.6 |
| Cash and cash equivalents in the Group balance sheet |  | 413.7 | 467.9 |
| Bank overdrafts used for cash management purposes | 25 | (108.9) | (275.4) |
| Cash and cash equivalents in the Group statement of cash flows | 25 | 304.8 | 192.5 |

22. Share capital and share premium

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Number | Ordinary | Share |  |
|  | of shares | shares | premium | Total |
|  | (thousands) | $m | $m | $m |
| At 1 January 2023 | 272,287 | 20.3 | 109.9 | 130.2 |
| Cancellation of own shares | (7,215) | (0.5) | – | (0.5) |
| At 30 December 2023 | 265,072 | 19.8 | 109.9 | 129.7 |
| At 2 January 2022 | 287,169 | 21.2 | 109.9 | 131.1 |
| Cancellation of own shares | (14,882) | (0.9) | – | (0.9) |
| At 31 December 2022 | 272,287 | 20.3 | 109.9 | 130.2 |

The total authorised number of ordinary shares is 350 million shares (2022: 350 million shares) with a par value of €0.06 per share (2022:

€0.06 per share). All issued shares are fully paid, carry one vote per share and a right to dividends. The rights and obligations of the

ordinary shares and the restrictions on the transfer of shares and voting rights are provided in Other Statutory Information.

During 2023, 7.2 million (2022: 14.9 million) ordinary shares were cancelled on the share buyback programme (note 23(d)). The amount paid

to repurchase these shares was initially recognised in the own shares reserve and was transferred to retained earnings on cancellation.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

23. Other reserves

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | Capital |  |  |  | Share- |  |  |
|  | and |  |  |  | based |  |  |
|  | merger | Currency | Hedging | Own | payment |  |  |
|  | reserve | reserve | reserve | shares | reserve | Other | Total |
|  | $m | $m | $m | $m | $m | $m | $m |
|  | note (a) | note (b) | note (c) | note (d) | note (e) | note (f) |  |
| Balance at 1 January 2023 | 136.2 | 12.6 | 9.7 | (22.0) | 31.4 | – | 167.9 |
| Currency translation differences | – | 4.4 | – | – | – | – | 4.4 |
| Net investment hedge | – | 3.5 | – | – | – | – | 3.5 |
| Revaluation – gross | – | – | (6.5) | – | – | 0.3 | (6.2) |
| Reclassification to profit or loss – gross | – | – | (0.3) | – | – | – | (0.3) |
| Deferred tax | – | – | 1.4 | – | – | (0.1) | 1.3 |
| Net change in OCI | – | 7.9 | (5.4) | – | – | 0.2 | 2.7 |
| Purchase of own shares | – | – | – | (148.1) | – | – | (148.1) |
| Cancellation of own shares | 0.5 | – | – | 108.7 | – | – | 109.2 |
| Cost of share-based payments | – | – | – | – | 24.5 | – | 24.5 |
| Transfer on exercise, vesting or expiry |  |  |  |  |  |  |  |
| of share-based payments | – | – | – | 23.9 | (18.1) | – | 5.8 |
| Transfer to Group income statement\* | – | 9.9 | 0.2 | – | – | – | 10.1 |
| Balance at 30 December 2023 | 136.7 | 30.4 | 4.5 | (37.5) | 37.8 | 0.2 | 172.1 |
| Balance at 2 January 2022 | 135.3 | 50.8 | (12.0) | (7.0) | 23.2 | (28.5) | 161.8 |
| Currency translation differences | – | (32.5) | – | – | – | – | (32.5) |
| Net investment hedge | – | (5.7) | – | – | – | – | (5.7) |
| Revaluation – gross | – | – | 29.8 | – | – | 0.7 | 30.5 |
| Reclassification to profit or loss – gross | – | – | (3.4) | – | – | – | (3.4) |
| Deferred tax | – | – | (6.4) | – | – | (0.2) | (6.6) |
| Net change in OCI | – | (38.2) | 20.0 | – | – | 0.5 | (17.7) |
| Purchase of own shares | – | – | – | (207.4) | – | – | (207.4) |
| Cancellation of own shares | 0.9 | – | – | 182.8 | – | – | 183.7 |
| Cost of share-based payments | – | – | – | – | 19.8 | – | 19.8 |
| Transfer on exercise, vesting or expiry |  |  |  |  |  |  |  |
| of share-based payments | – | – | – | 9.6 | (11.6) | – | (2.0) |
| Remeasurement of put option liability | – | – | – | – | – | 28.0 | 28.0 |
| Transfer to Group income statement\* | – | – | 1.7 | – | – | – | 1.7 |
| Balance at 31 December 2022 | 136.2 | 12.6 | 9.7 | (22.0) | 31.4 | – | 167.9 |

\*  On disposal of foreign operations in the current year (2022: discontinued operation).

(a) Capital and merger reserve

The reserve includes capital reserve of $5.6 million (2022: $5.1 million) and merger reserve of $131.1 million (2022: $131.1 million) at the

reporting date.

The capital reserve comprises of a capital redemption reserve and a capital reserve which arose on the re-nominalisation of the

Company’s share capital on conversion to the euro. The reserve also includes $0.5 million (2022: $0.9 million) undenominated share

capital that arose on the cancellation of own shares during the year.

The merger reserve arose on the merger of Waterford Foods plc now named Waterford Foods DAC and Avonmore Foods plc now named

Glanbia plc in 1997. The merger reserve adjustment represents the dierenfference between the nominal value of the issued share capital of

Waterford Foods DAC and the fair value of the shares issued by Glanbia plc.

|  |  |
| --- | --- |
|  | $m |
| Share premium representing excess of fair value over nominal value of ordinary shares issued in connection with the |  |
| merger of Avonmore Foods plc and Waterford Foods plc | 411.7 |
| Merger reserve adjustment | (379.1) |
| Share premium and other reserves relating to nominal value of shares in Waterford Foods plc | 98.5 |
| At the beginning and end of the current and prior year | 131.1 |

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

23. Other reserves continued

(b) Currency reserve

The currency reserve reflects the foreign exchange gains and losses arising from the translation of the net investment in foreign operations

and on borrowings designated as hedges of the net investment which are taken to equity. The movement in euro foreign exchange rates

from 0.9376 as at 31 December 2022 to 0.9050 as at 30 December 2023 is the primary driver of the movement in the currency reserve in

the year. When an entity is disposed of the accumulated foreign currency gains and losses are recycled to the income statement.

(c) Hedging reserve

The hedging reserve reﬂects the eece effective portion of changes in the fair value of derivatives that are designated and qualify as cash

ﬂow hedges. Amounts accumulated in the hedging reserve are recycled to the income statement in the periods when the hedged item

aects incomeaffects income or expense, or are included in the initial cost of a hedged non-ﬁnancial item, depending on the hedged item. The hedging

reserve also reﬂects the Group’s share of the ef the effective portion of changes in the fair value of derivatives that are entered into by the

Group’s joint ventures (note 29(a)).

The movements on the hedging reserve for the years ended 30 December 2023 and 31 December 2022 are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Joint ventures | Group | Total |
|  | $m | $m | $m |
| Balance at 1 January 2023 | 7.3 | 2.4 | 9.7 |
| Changes in fair value – gross |  |  |  |
| – Foreign exchange contracts (currency risk) | 0.1 | – | 0.1 |
| – Interest rate swaps (interest rate risk) | (3.6) | (3.0) | (6.6) |
| Recognised in OCI | (3.5) | (3.0) | (6.5) |
| Reclassification to profit or loss – gross |  |  |  |
| – Foreign exchange contracts (currency risk) | – | (0.3) | (0.3) |
| Reclassified from OCI to profit or loss | – | (0.3) | (0.3) |
| Deferred tax | 1.0 | 0.4 | 1.4 |
| Net change in OCI | (2.5) | (2.9) | (5.4) |
| Transfer to Group income statement | 0.2 | – | 0.2 |
| Balance at 30 December 2023 | 5.0 | (0.5) | 4.5 |
| Balance at 2 January 2022 | (11.6) | (0.4) | (12.0) |
| Changes in fair value – gross |  |  |  |
| – Foreign exchange contracts (currency risk) | (0.7) | 0.9 | 0.2 |
| – Commodity contracts (commodity price risk) | 1.4 | – | 1.4 |
| – Interest rate swaps (interest rate risk) | 23.9 | 4.3 | 28.2 |
| Recognised in OCI | 24.6 | 5.2 | 29.8 |
| Reclassification to profit or loss – gross |  |  |  |
| – Foreign exchange contracts (currency risk) | 0.1 | (2.0) | (1.9) |
| – Commodity contracts (commodity price risk) | (1.5) | – | (1.5) |
| Reclassified from OCI to profit or loss | (1.4) | (2.0) | (3.4) |
| Deferred tax | (6.0) | (0.4) | (6.4) |
| Net change in OCI | 17. 2 | 2.8 | 20.0 |
| Transfer to Group Income Statement | 1.7 | – | 1.7 |
| Balance at 31 December 2022 | 7.3 | 2.4 | 9.7 |

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

(d) Own shares reserve

The own shares reserve reﬂects the ordinary shares of Glanbia plc which are held in trust.

An Employee Share Trust was established in May 2002 to operate initially in connection with the Company’s Saving Related Share Option

Scheme and subsequently for the vesting of shares under the 2018 LTIP and 2019 RSP (note 9). The Trustee of the Employee Share Trust is

Computershare Trustees (Jersey) Limited, a Jersey based trustee services company. The dividend rights in respect of these shares have

been waived, save 0.001 cent per share. An Employee Share Scheme Trust was established in April 2013 to operate in connection with

the Company’s AIDIS. The Trustee of the Employee Share Scheme Trust is Glanbia Management Services Limited. The dividend rights in

respect of shares which have not vested have been waived.

From 2020 to 2023, the Group launched and completed several share buyback programmes. During 2023, the Group repurchased 7.2 million

(2022: 14.9 million) ordinary shares under the programmes which were subsequently cancelled (note 22).

The movement in own shares reserve is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |  |
|  | Value | Nominal value | Number of | Value | Nominal value | Number of |
|  | $m | $m | Shares | $m | $m | Shares |
| At the beginning of the year | 22.0 | 0.1 | 1,711,322 | 7.0 | 0.1 | 412,493 |
| Purchased by Employee Share (Scheme) Trust | 39.4 | 0.1 | 2,412,343 | 24.6 | 0.1 | 2,049,210 |
| Purchased under share buyback | 108.7 | 0.5 | 7,215,827 | 182.8 | 0.9 | 14,881,985 |
| Allocated under Employee Share (Scheme) Trust | (23.9) | (0.1) | (1,755,539) | (9.6) | (0.1) | (750,381) |
| Cancelled under share buyback | (108.7) | (0.5) | (7,215,827) | (182.8) | (0.9) | (14,881,985) |
| At the end of the year | 37.5 | 0.1 | 2,368,126 | 22.0 | 0.1 | 1,711,322 |

The shares purchased during the year and those held in trust are allocated to employees under the various share-based schemes. Shares

purchased under the share buyback programmes were cancelled. The shares acquired during the year represented an insigniﬁcant amount

of the total share capital at the beginning and end of the year. Shares purchased are deemed to be own shares in accordance with IAS 32

‘Financial Instruments’. The own shares at 30 December 2023 restrict distributable proﬁts by $37.5 million (2022: $22.0 million) and had a

market value of $39.1 million (2022: $21.6 million).

(e) Share-based payment reserve

The share-based payment reserve reﬂects the equity settled share-based payment plans in operation by the Group (note 9).

(f) Other

The reserve includes FVOCI reserve of $0.2 million (2022: nil). In the prior year, the reserve includes a put option liability which recorded

the initial estimate of the fair value of the consideration to acquire the NCI shares that were subject to the put option and subsequent

remeasurements of the estimated liability (note 29(b)).

24. Retained earnings

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| At the beginning of the year |  | 1,686.2 | 1,669.0 |
| Profit for the year attributable to equity holders of the Company |  | 344.4 | 271.4 |
| Other comprehensive income |  |  |  |
| – Remeasurements on defined benefit plans | 8 | 1.7 | 14.4 |
| – Deferred tax on remeasurements on defined benefit plans | 26 | (0.2) | (1.7) |
| – Share of measurements on defined benefit plans from joint ventures, net of deferred tax | 17 | 0.1 | 0.5 |
|  |  | 1.6 | 13.2 |
| Dividends | 13 | (97.2) | (88.9) |
| Cancellation of own shares | 23(d) | (108.7) | (182.8) |
| Transfer on exercise, vesting or expiry of share-based payments | 23 | (5.8) | 2.0 |
| Deferred tax on share-based payments | 26 | 2.1 | 0.5 |
| Sale of shares held by a subsidiary |  | – | 1.8 |
| Derecognition of NCI |  | 8.2 | – |
| At the end of the year |  | 1,830.8 | 1,686.2 |

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

25. Borrowings

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Non-current |  |  |  |
| Bank borrowings |  | 178.5 | 307.5 |
| Private placement debt |  | 375.0 | 375.0 |
|  | 29(b) | 553.5 | 682.5 |
| Current |  |  |  |
| Bank overdrafts | 21 | 108.9 | 275.4 |
| Total borrowings | 30(b)/30(c) | 662.4 | 957.9 |

At the year-end, the Group had multi-currency committed term facilities of $1,320.7 million (2022: $1,296.3 million) of which $767.2 million

(2022: $613.8 million) were undrawn.

The maturity proﬁle of borrowings, and undrawn committed and uncommitted facilities is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |  |
|  |  | Undrawn | Undrawn |  | Undrawn | Undrawn |
|  |  | committed | uncommitted |  | committed | uncommitted |
|  | Borrowings | facilities | facilities | Borrowings | facilities | facilities |
|  | $m | $m | $m | $m | $m | $m |
| Less than 1 year | 108.9 | – | 16.9 | 275.4 | – | 16.4 |
| Between 1 and 2 years | - | – | – | – | – | – |
| Between 2 and 5 years | 278.5 | 767.2 | – | 307.5 | 613.8 | – |
| More than 5 years | 275.0 | – | – | 375.0 | – | – |
|  | 662.4 | 767.2 | 16.9 | 957.9 | 613.8 | 16.4 |

The weighted average maturity of committed facilities is 4.7 years (2022: 5.8 years).

Bank borrowings

The Group has committed unsecured bank facilities maturing in 2027. They are borrowed at ﬁxed and ﬂoating interest rates. At

30 December 2023, $169.0 million of bank borrowings denominated in USD are at ﬁxed nominal interest rate of 4.35% (2022: $169.0

million at 1.24%). The remaining bank borrowings are subject to interest rate changes, taking account of contractual repricing dates.

Nominal interest rates of these borrowings range primarily from 5.24%-6.37% (2022: 3.24%-4.73%). Floating interest rates are set at

commercial market rates for the respective currency and tenor plus a margin with borrowing tenors up to six months.

Private placement debt

At 30 December 2023, $175.0 million of private placement debt matures in December 2031, bears interest at a ﬁxed 2.75% nominal interest

rate and is denominated in USD. $100.0 million of private placement debt facility matures in March 2028, bears interest at a ﬁxed 2.49%

nominal interest rate and is denominated in USD and a further $100.0 million matures in March 2031, bears interest at a ﬁxed 2.82%

nominal interest rate and is denominated in USD.

Bank overdrafts

Bank overdraft interest rates are variable and range from 4.15%-6.95% (2022: 2.13%-5.20%). At 30 December 2023, the Group had

undrawn uncommitted bank overdraft facilities of $11.9 million (2022: $11.3 million).

Guarantees

Financial liabilities are guaranteed by Glanbia plc. The Group has complied with the ﬁnancial covenants of its borrowing facilities during

2023 and 2022 (note 30(a)).

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Net debt is a non-IFRS measure which we provide to investors as we believe they ﬁnd it useful. It is also used to calculate leverage under

the Group’s ﬁnancing arrangements, as deﬁned within covenants. Refer to the Financing Key Performance Indicators section in the

Glossary for more details. Net debt comprises the following:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Private placement debt |  | 375.0 | 375.0 |
| Bank borrowings |  | 169.0 | 169.0 |
| Not subject to interest rate changes\* |  | 544.0 | 544.0 |
| Bank borrowings |  | 9.5 | 138.5 |
| Cash and cash equivalents net of bank overdrafts | 21 | (304.8) | (192.5) |
| Subject to interest rate changes\* |  | (295.3) | (54.0) |
| Net debt | 30(a) | 248.7 | 490.0 |

\*  Taking into account contractual repricing dates at the reporting date.

The movement in net debt is as follows:

Notes

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | Cash and short- |  |  |  |  |
|  |  | term bank |  |  | Private |  |
|  |  | deposits | Overdrafts |  | placement |  |
|  |  | $m | $m | Borrowings | debt | Total |
|  |  | (note 21) | (note 21) | $m | $m | $m |
| At 1 January 2023 |  | (467.9) | 275.4 | 307.5 | 375.0 | 490.0 |
| Drawdown of borrowings | 32(c) | – | – | 140.8 | – | 140.8 |
| Repayment of borrowings | 32(c) | – | – | (271.6) | – | (271.6) |
| Net change in cash and cash equivalents |  | 59.4 | (174.9) | – | – | (115.5) |
| Acquisitions | 34 | (0.5) | – | – | – | (0.5) |
| Exchange differences |  | (4.7) | 8.4 | 1.8 | – | 5.5 |
| At 30 December 2023 |  | (413.7) | 108.9 | 178.5 | 375.0 | 248.7 |
| At 2 January 2022 |  | (261.7) | 154.6 | 414.7 | 375.0 | 682.6 |
| Drawdown of borrowings | 32(c) | – | – | 707.5 | – | 707.5 |
| Repayment of borrowings | 32(c) | – | – | (822.5) | – | (822.5) |
| Net change in cash and cash equivalents |  | (209.6) | 124.4 | – | – | (85.2) |
| Acquisitions |  | (1.0) | – | – | – | (1.0) |
| Exchange differences |  | 4.4 | (3.6) | 7.8 | – | 8.6 |
| At 31 December 2022 |  | (467.9) | 275.4 | 307.5 | 375.0 | 490.0 |

The currency proﬁle of net debt is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | US |  | Pound |  |  |
|  | dollar | euro | sterling | Other | Total |
|  | $m | $m | $m | $m | $m |
| At 30 December 2023 |  |  |  |  |  |
| Borrowings | (561.4) | (81.7) | (9.5) | (9.8) | (662.4) |
| Cash and cash equivalents (note 21) | 217.4 | 106.4 | 19.7 | 70.2 | 413.7 |
|  | (344.0) | 24.7 | 10.2 | 60.4 | (248.7) |
| At 31 December 2022 |  |  |  |  |  |
| Borrowings | (733.1) | (189.1) | (23.8) | (11.9) | (957.9) |
| Cash and cash equivalents (note 21) | 308.5 | 84.4 | 23.7 | 51.3 | 467.9 |
|  | (424.6) | (104.7) | (0.1) | 39.4 | (490.0) |

Principal currencies in “other” include Indian Rupee, Chinese renminbi and Canadian Dollar (2022: Canadian Dollar, Australian Dollar

and New Zealand Dollar).

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

26. Deferred taxes

Recognition in the Group balance sheet:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022\* |  |
|  | Deferred tax | Deferred tax |  | Deferred tax | Deferred tax |  |
|  | assets | liabilities | Net | assets | liabilities | Net |
|  | $m | $m | $m | $m | $m | $m |
| Deferred tax assets/(liabilities) before set off | 78.1 | (210.8) | (132.7) | 88.5 | (221.8) | (133.3) |
| Set off of deferred tax | (72.9) | 72.9 | – | (83.5) | 83.5 | – |
| Deferred tax assets/(liabilities) after set off | 5.2 | (137.9) | (132.7) | 5.0 | (138.3) | (133.3) |

The movement in the net deferred tax liability recognised in the Group balance sheet is as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| At the beginning of the year |  | (133.3) | (158.2) |
| Income statement (charge)/credit | 11 | (0.5) | 24.5 |
| Deferred tax credit to other comprehensive income |  |  |  |
| – on remeasurement of defined benefit plans | 24 | (0.2) | (1.7) |
| – on disposal/redemption of FVOCI financial assets | 23 | (0.1) | (0.2) |
| – on fair value movements | 23(c) | 0.4 | (0.4) |
| Deferred tax credit to equity |  |  |  |
| – on share-based payments | 24 | 2.1 | 0.5 |
| Exchange differences |  | (1.1) | 2.2 |
| At the end of the year |  | (132.7) | (133.3) |

The movement in deferred tax assets during the year is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  | Retirement | Other |  |  |  |  |
|  | benefit | employee |  | Lease |  |  |
|  | obligations | obligations | Tax losses | liabilities | Other | Total |
|  | $m | $m | $m | $m | $m | $m |
| At 1 January 2023 | 3.4 | 18.5 | 4.4 | 40.9 | 21.3 | 88.5 |
| (Charge)/credit to income statement | 0.8 | (4.3) | 1.9 | (2.7) | (7.9) | (12.2) |
| Charge to other comprehensive income | (0.2) | – | – | – | (0.1) | (0.3) |
| Credit to equity | – | 2.1 | – | – | – | 2.1 |
| Exchange differences | (0.1) | 0.2 | 0.2 | – | (0.3) | – |
| At 30 December 2023 | 3.9 | 16.5 | 6.5 | 38.2 | 13.0 | 78.1 |
| At 2 January 2022\* | 5.5 | 18.2 | 5.1 | 38.6 | 14.5 | 81.9 |
| (Charge)/credit to income statement | (0.5) | (0.5) | (0.2) | 2.3 | 7.1 | 8.2 |
| Charge to other comprehensive income | (1.7) | – | – | – | (0.2) | (1.9) |
| Credit to equity | – | 0.5 | – | – | – | 0.5 |
| Exchange differences | 0.1 | 0.3 | (0.5) | – | (0.1) | (0.2) |
| At 31 December 2022\* | 3.4 | 18.5 | 4.4 | 40.9 | 21.3 | 88.5 |

The movement in deferred tax liabilities during the year is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Development |  |  |  |
|  | Accelerated tax | Fair value | costs and other | Right-of-use |  |  |
|  | depreciation | gain | intangibles | assets | Other | Total |
|  | $m | $m | $m | $m | $m | $m |
| At 1 January 2023 | (76.8) | (1.1) | (79.2) | (34.0) | (30.7) | (221.8) |
| Credit/(charge) to income statement | 9.9 | 0.7 | 12.2 | 2.2 | (13.3) | 11.7 |
| Charge to other comprehensive income | – | 0.4 | – | – | – | 0.4 |
| Exchange differences | – | – | – | – | (1.1) | (1.1) |
| At 30 December 2023 | (66.9) | – | (67.0) | (31.8) | (45.1) | (210.8) |
| At 2 January 2022\* | (77.1) | – | (89.5) | (32.6) | (40.9) | (240.1) |
| Credit/(charge) to income statement | 0.3 | (0.6) | 9.5 | (1.4) | 8.5 | 16.3 |
| Charge to other comprehensive income | – | (0.4) | – | – | – | (0.4) |
| Exchange differences | – | (0.1) | 0.8 | – | 1.7 | 2.4 |
| At 31 December 2022\* | (76.8) | (1.1) | (79.2) | (34.0) | (30.7) | (221.8) |

\*  Restated due to amendments to IAS 12. Refer to note 2 for details.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

A deferred tax asset has been recognised on the basis that the realisation of the related tax beneﬁt through future taxable proﬁts is

probable. This includes deferred tax assets which are recognised for tax losses carried forward to the extent that realisation of the

related tax beneﬁt through future taxable proﬁts is probable.

At the balance sheet date, the Group has unused tax losses of $190.1 million (2022: $135.5 million) available for osr offset against future proﬁts.

A deferred tax asset has been recognised in respect of $6.2 million (2022: $4.4 million) of such losses. No deferred tax asset has been

recognised in respect of the remaining $183.9 million (2022: $131.1 million) as it is not considered probable that there will be future taxable

proﬁts available. Unrecognised tax losses include $86.2 million (2022: $49.4 million) of capital losses. All tax losses may be carried

forward indeﬁnitely.

No deferred tax liability has been recognised on temporary dierencesy differences of $50.5 million (2022: $43.8 million) relating to the unremitted

earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary dierences and it is these temporary differences and it is

probable that they will not reverse in the foreseeable future. Temporary dierencesy differences arising in connection with interests in joint ventures

are insigniﬁcant.

27. Provisions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | Restructuring |  |  |  |
|  | and portfolio | Property |  |  |
|  | related re- | and lease | Legal and |  |
|  | organisation | commitments | operational |  |
|  | $m | $m | $m | Total |
|  | note (a) | note (b) | note (c) | $m |
| Balance at 1 January 2023 – non-current | – | 4.0 | – | 4.0 |
| Balance at 1 January 2023 – current | – | 2.7 | 9.3 | 12.0 |
| Reclassification | – | (0.5) | 0.5 | – |
| Amount provided for in the year | 7.1 | 0.8 | 10.2 | 18.1 |
| Utilised in the year | – | (0.3) | (2.9) | (3.2) |
| Unused amounts reversed in the year | – | (0.3) | (3.9) | (4.2) |
| Unwinding of discount | – | 0.2 | – | 0.2 |
| Exchange differences | 0.2 | 0.2 | 0.1 | 0.5 |
| Balance at 30 December 2023 | 7.3 | 6.8 | 13.3 | 27.4 |
| Non-current | – | 4.3 | – | 4.3 |
| Current | 7.3 | 2.5 | 13.3 | 23.1 |
|  | 7.3 | 6.8 | 13.3 | 27.4 |

(a) The restructuring and portfolio related re-organisation provision relates to redundancies and also obligations that exist following the

divestment of Glanbia Cheese and Tirlán. The timing of the utilisation of these provisions is uncertain.

(b) The property and lease commitments provision relates to restoration provisions associated with right-of-use assets and to property

remediation works and related mitigating actions associated with a property previously owned by the Group. Due to the nature of

these items there is some uncertainty around the amount and timing of payments.

(c)  The legal and operational provision relates to certain legal claims, insurance claims and other items that arise in the normal course

of business. Due to the nature of these items, there is some uncertainty around the amount and timing of payments.

See note 32(b) for analysis of the movement in provisions.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

28. Trade and other payables

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Current |  |  |  |
| Trade payables | 30(b) | 280.2 | 385.0 |
| Amounts due to joint ventures | 30(b) | 115.7 | 154.2 |
| Amounts due to other related parties | 30(b) | 8.3 | 10.1 |
| Social insurance costs |  | 7.6 | 7.5 |
| Accrued expenses |  | 247.3 | 242.7 |
| Contingent consideration | 29(b)/30(c) | – | 27.0 |
|  |  | 659.1 | 826.5 |

See note 32(b) for analysis of the movement in current trade and other payables. See note 29(b) for information on the Group’s fair value

estimation process.

29. Derivatives and fair value of ﬁnancial instruments

(a) Derivatives

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 2023 | 2023 | 2022 | 2022 |
|  | Assets | Liabilities | Assets | Liabilities |
|  | $m | $m | $m | $m |
| Cross currency swaps – fair value through income statement | – | (1.5) | – | (0.7) |
| Foreign exchange contracts – cash flow hedges (currency risk) | – | (0.5) | 0.1 | (0.3) |
| Interest rate swaps – cash flow hedges (interest rate risk) | – | – | 3.0 | – |
|  | – | (2.0) | 3.1 | (1.0) |
| Non-current | – | – | – | – |
| Current | – | (2.0) | 3.1 | (1.0) |
|  | – | (2.0) | 3.1 | (1.0) |

Derivatives recognised at fair value through income statement

Included in cross currency swaps is a US dollar euro cross currency swap with notional amounts of $59.3 million and €55.0 million

accounted for at fair value. The translation loss included in the income statement in respect of these swaps is $1.5 million.

At 31 December 2022, there was a pound sterling euro cross currency swap with a notional amount of £28.0 million and €32.0 million and

a US dollar euro cross currency swap with notional amounts of $79.7 million and €75.0 million. The translation loss included in the 2022

income statement in respect of these swaps was $0.7 million.

Hedge accounting

The Group enters into hedge relationships when there is an economic relationship between the hedged item and the hedging

instrument. When the critical terms of the hedged item and hedging instrument are closely aligned for the prospective assessment of

eectiveness, a qualitative assessment ieffectiveness, a qualitative assessment is performed. In instances where changes occur to the hedged item which result in the critical

terms being no longer closely aligned, the Group uses the hypothetical derivative method to assess the ineectiveness. A hedge ratio  ineffectiveness. A hedge ratio

of one to one is established as the quantities of the hedged item and the hedging instrument used to hedge that hedged item are the

same. Potential sources of ineectiveness may include the timing and amounts of ineffectiveness may include the timing and amounts of cash ﬂows, and changes in credit risk of the hedging

instruments or hedged items.

Derivative assets and liabilities designated as cash flow hedges

Foreign exchange contracts

The Group may use foreign exchange contracts to hedge its future cash ﬂow risk from movements in foreign exchange rates on foreign

denominated sales or purchases. Such contracts are generally designated as cash ﬂow hedges. Weighted average hedged rate of

foreign exchange contracts (including forward points) as at 30 December 2023 is 1 US dollar = 0.9305 euro (2022: 1 US dollar = 0.9543

euro).

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

The notional principal amounts of the outstanding foreign exchange contracts as at 30 December 2023 were $17.6 million (2022: $13.9

million). All outstanding foreign exchange contracts will mature and be released to the income statement within 12 months of the

reporting date (2022: within 12 months of the reporting date).

Interest rate swaps

The Group may use ﬂoating to ﬁxed interest rate swaps to hedge against its future cash ﬂow risk from its exposure to variable rates

onits long-on its long-term borrowings with ﬂoating rates. There were no interest rate swaps outstanding at 30 December 2023. The notional

principal amounts of the outstanding EURIBOR linked interest rate swaps designated as cash ﬂow hedges at 31 December 2022 were

$128.0 million. Weighted average hedged rate of interest rate swaps at 31 December 2022 was 0.20%.

Commodity contracts

The Group may use commodity contracts to hedge its future cash ﬂow risk from movement in milk prices. There were no outstanding

commodity contracts as at 30 December 2023 (2022: nil). All commodity contracts that were entered into during the period, if any, had expired

as at the end of the reporting period.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
| Changes in fair value recognised in other comprehensive income | Notes | $m | $m |
| Foreign exchange contracts | 23(c) | – | 0.9 |
| Interest rate swaps | 23(c) | (3.0) | 4.3 |
|  |  | (3.0) | 5.2 |
| Reclassiﬁed from cash ﬂow hedge reserve to the Group income statement |  |  |  |
| Foreign exchange contracts | 23(c) | (0.3) | (2.0) |

The reclassiﬁed amounts relating to foreign exchange contracts are recorded in the relevant line item in the income statement relating

to the hedged item (e.g. “Administration expenses”, “Revenue”, “Cost of goods sold”).

No material ineectiveness wasNo material ineffectiveness was recognised in respect of the cash ﬂow hedges in the current or prior year. If ineectiveness had been . If ineffectiveness had been

recognised, it would have been recorded in “Administration expenses” in the income statement.

Refer to note 23(c) for the balances in the cash ﬂow hedge reserve. The maturity proﬁle of the cash ﬂows of the derivative ﬁnancial

instruments is included in note 30(b).

Derivatives entered into by joint ventures

The Group’s joint ventures enter into interest rate swaps, commodity contracts (e.g. butter and cheese) and foreign exchange contracts.

The Group’s share of the movement in the derivative ﬁnancial instruments designated as cash ﬂow hedges is recognised in other

comprehensive income and against the carrying value of the interest in joint ventures.

The movement recognised in other comprehensive income on interest rate swaps (note 23(c)) represents the Group’s share of the

movement in the interest rate swaps entered into by joint ventures. All movements are recognised against the carrying value of the

interest in joint ventures until repayment of the related bank borrowings.

Net investment hedge

A portion of the Group’s US dollar denominated borrowings with a nominal amount of $98.5 million (2022: $98.5 million) is designated as

a hedge of a portion of the net investment in the Group’s US dollar net assets amounting to $98.5 million (2022: $98.5 million). Therefore,

hedge ratio is 1:1. Refer to note 23 for the amounts recognised in other comprehensive income.

There was no ineectiveness recognised in the income statement ineffectiveness recognised in the income statement during the year (2022: nil). If ineectiveness had been recognised, it  If ineffectiveness had been recognised, it

would have been recorded in “Administration expenses” in the income statement.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

29. Derivatives and fair value of ﬁnancial instruments continued

(b) Fair value of financial instruments

Fair value of financial instruments measured at amortised cost

Except as detailed in the following table the Group deemed that the carrying amounts of ﬁnancial instruments measured at amortised

cost approximate their fair value due to their short term nature:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | 2023 |  |  | 2022 |
|  |  | Carrying |  | Carrying |  |
|  |  | amount | Fair value | amount | Fair value |
|  | Notes | $m | $m | $m | $m |
| Financial assets |  |  |  |  |  |
| – Non-current loans to joint ventures | 35 | – | – | 65.6 | 65.6 |
| Financial liabilities |  |  |  |  |  |
| – Non-current borrowings | 25 | 553.5 | 496.8 | 682.5 | 605.0 |

Fair value is estimated by discounting future contractual cash ﬂows using current market interest rates from observable interest rates

at the end of the reporting period that are available to the Group for similar ﬁnancial instruments (classiﬁed as level 2 in the fair value

hierarchy).

Group’s fair valuation process

The Group’s ﬁnance department includes a team that performs the valuations of ﬁnancial assets and liabilities required for ﬁnancial

reporting purposes, including Level 3 fair values. The valuation team reports directly to the Chief Financial Ocer who in turn the Chief Financial Officer who in turn reports

to the Audit Committee. Discussions of valuation processes and results are held between the Chief Financial Ocer and the Audit e held between the Chief Financial Officer and the Audit

Committee. Changes in Level 2 and Level 3 fair values are analysed at each reporting date. As part of this discussion, the valuation team

presents a report that explains the reasons for fair value movements.

In accordance with IFRS 13 ‘Fair Value Measurements’, the Group has disclosed the fair value of instruments by the following fair value

measurement hierarchy:

•  quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

•  inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (that is, as prices) or

indirectly (that is, derived from prices) (Level 2); and

•  inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

Fair value of financial instruments carried at fair value

The following table shows the fair values of ﬁnancial instruments measured at fair value:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  | Fair value | 2023 | 2022 |
|  | Notes | hierarchy | $m | $m |
| Assets |  |  |  |  |
| Equity instrument designated at FVOCI – The BDO Development Capital Fund | (a) | Level 2 | 1.7 | 1.4 |
| Foreign exchange contracts – cash flow hedges | (b) | Level 2 | – | 0.1 |
| Interest rate swaps – cash flow hedges | (c) | Level 2 | – | 3.0 |
| Contingent consideration receivable – Glanbia Cheese | (e) | Level 3 | – | – |
| Liabilities |  |  |  |  |
| Foreign exchange contracts – cash flow hedges | (b) | Level 2 | (0.5) | (0.3) |
| Cross currency swaps – fair value through income statement | (d) | Level 2 | (1.5) | (0.7) |
| Contingent consideration payable – Sterling Technology, LLC | (f) | Level 3 | – | (27.0) |

(a)  The investment in The BDO Development Capital Fund (note 18) is fair valued by reference to the latest quarterly report available to the limited partners.

(b)  Fair value is estimated by discounting the di discounting the difference between the contractual forward exchange rates and the current forward exchange rates (from observable

forward exchange rates at the end of the reporting period). The eect of the reporting period). The effect of discounting was insigniﬁcant in 2023 and 2022.

(c)  Fair value is estimated by discounting the dierence between the the difference between the contractual interest rate swap rates and the current interest rate swap rates (from observable

interest rate swap rates at the end of the reporting period). The eect of the reporting period). The effect of discounting was insigniﬁcant in 2023 and 2022.

(d)  Fair value is determined by reference to the current foreign exchange rates at the end of the reporting period.

(e)  The contingent consideration arrangement relating to the disposal of Glanbia Cheese requires Leprino Foods Company to pay the Group amounts over the

next two years if pre-deﬁned earnings thresholds are met. The total of undiscounted future payments receivable by the Group over the two years ranges from

nil to $27.6 million (€25.0 million translated at year end exchange rate). The fair value of the contingent consideration was estimated by calculating the present

value of the future expected payments and was nil at year end. The main signiﬁcant unobservable input in the calculation is the forecast EBITDA of the disposed

businesses over the relevant period. A 10% increase/decrease in the forecast EBITDA would not have a material eel effect on the fair value of the contingent

consideration.

(f)  The contingent consideration relating to the Sterling acquisition was settled during 2023. Under the acquisition agreement, the Group was required to pay the

former owners of Sterling an earnout in 2023 if a pre-deﬁned earnings threshold was exceeded within a deﬁned period post acquisition. The fair value of the

contingent consideration was estimated by calculating the present value of the future expected payments which ranged from nil to $27.5 million (undiscounted).

The main signiﬁcant unobservable input in the calculation was the forecast EBITDA of Sterling over the relevant period. As it was deemed highly probable that

the higher end of the EBITDA range would be met, the Group had assumed that the upper limit of the earnout would be payable. Accordingly, a 10% decrease/

increase in forecast EBITDA would have resulted in a $8.7 million decrease/no change in fair value of the contingent consideration respectively  .

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

There were no transfers in either direction between Level 1 and Level 2 in 2023 and 2022. The movement in carrying amounts associated

with Level 3 ﬁnancial instruments are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Call option | Put option | Contingent |
|  | over NCI | liability | consideration |
|  | $m | $m | $m |
|  |  |  | (note 28) |
| At 1 January 2023 | – | – | (27.0) |
| Remeasurements | – | – | 0.2 |
| Settlements (note 34) | – | – | 26.8 |
| At 30 December 2023 | – | – | – |
| At 2 January 2022 | 0.6 | (28.0) | (8.3) |
| Additions through business combination | – | – | (25.4) |
| Remeasurements | (0.5) | 26.1 | 6.1 |
| Exchange translation adjustments | (0.1) | 1.9 | 0.6 |
| At 31 December 2022 | – | – | (27.0) |

30. Capital and ﬁnancial risk management

(a) Capital management

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern while maximising the

returns to shareholders and beneﬁts for other stakeholders and to maintain an optimal capital structure to reduce the overall cost of

capital. Total capital is calculated based on equity as shown in the balance sheet and net debt as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Equity |  | 2,132.6 | 1,992.7 |
| Net debt | 25 | 248.7 | 490.0 |
| Total capital |  | 2,381.3 | 2,482.7 |

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to

shareholders, issue new shares, sell assets to increase or reduce debt or buy back shares. Any material adjustments to the capital structure

are approved by the Board of Directors. From time to time, the Group purchases its own shares on the market. These shares are primarily

intended to be used for issuing shares under the Group’s long-term and short-term incentive plans. Buy decisions are made on a speciﬁc

transaction basis by the Employee Beneﬁt Trusts. From 2020 to 2023, the Group also launched and completed several share buyback

programmes. Any shares repurchased in the buyback programmes were cancelled.

The Group’s key ﬁnancing arrangements are: net debt: adjusted EBITDA and adjusted EBIT: adjusted net ﬁnance cost ratios, as deﬁned

within covenants.

At 30 December 2023, the Group’s net debt: adjusted EBITDA ratio was 0.5 times (2022: 1.13 times), which is deemed by management to

be prudent and within the Group’s ﬁnancing covenants. Net debt: adjusted EBITDA is calculated as net debt at the end of the period

divided by adjusted EBITDA. Net debt is calculated as current and non-current borrowings less cash and cash equivalents. Adjusted

EBITDA is calculated in accordance with lenders’ facility agreements deﬁnitions which adjust EBITDA for items such as exceptional

items, dividends received from related parties, acquisitions or disposals and to reverse the net impact on EBITDA as a result of adopting

IFRS 16 ‘Leases’. Adjusted EBITDA is a rolling 12 month measure (a period of 12 consecutive months determined on a rolling basis with a

new 12 month period beginning on the ﬁrst day of each month).

At 30 December 2023 the Group’s adjusted EBIT: adjusted net ﬁnance cost was 38.1 times (2022: 17.0 times) which is within the Group’s

ﬁnancing covenants. Adjusted EBIT: adjusted net ﬁnance cost is calculated as earnings before interest and tax adjusted for the IFRS

16 ‘Leases’ impact on operating proﬁt plus dividends received from related parties divided by adjusted net ﬁnance cost. Adjusted net

ﬁnance cost comprises ﬁnance costs plus borrowing costs capitalised into assets less adjustments including ﬁnance income/costs on

remeasurements of call options and contingent consideration and interest expense on lease liabilities. Adjusted EBIT and adjusted net

ﬁnance cost are rolling 12 month measures (a period of 12 consecutive months determined on a rolling basis with a new 12 month period

beginning on the ﬁrst day of each month).

The Group’s capital position and information on the capital monitoring ratios are included in the monthly report issued to the Board of

Directors. The Group has no externally imposed capital requirements. No changes were made in the objectives, policies or processes for

capital management during 2023 and 2022.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

30. Capital and ﬁnancial risk management continued

(b) Financial risk management

The conduct of its ordinary business operations necessitates the Group holding ﬁnancial instruments. The Group has exposure to the following

risks arising from ﬁnancial instruments: market risk comprising of currency risk, interest rate risk, price risk, liquidity risk and cash ﬂow risk, and

credit risk.

The Group does not enter into any ﬁnancial instruments that give rise to a speculative position. The Group ﬁnances its operations by

a mixture of retained proﬁts, medium-term committed borrowings and undrawn uncommitted borrowings. The Group borrows in the

major global debt markets in a range of currencies at both ﬁxed and ﬂoating rates of interest, using derivatives where appropriate to

generate the desired eired effective currency proﬁle and interest rate basis. Risk management, other than credit risk management, is carried

out by a central treasury department (“Group Treasury”) under policies approved by the Board of Directors. Group Treasury identiﬁes,

evaluates and hedges ﬁnancial risks in close co-operation with the Group’s business units. The Board of Directors provides written

principles for overall risk management, as well as, written policies covering speciﬁc areas such as foreign exchange risk, interest rate

risk, price risk, liquidity and cash ﬂow risk, and credit risk, use of derivative and non-derivative ﬁnancial instruments, and investment of

excess liquidity.

There has been no signiﬁcant change during the ﬁnancial year or since the end of the year to the types of ﬁnancial risks faced by the

Group or the Group’s approach to the management of those risks.

Currency risk

While the Group reports its results in US Dollar, it generates a proportion of its earnings in currencies other than US Dollar, in particular

euro. As a result, currency movements, particularly movements in the US dollar/euro exchange rate, can aean affect the Group’s US Dollar

balance sheet and income statement. Group Treasury monitors and manages these currency exposures on a continuous basis, using

approved hedging strategies and appropriate currency derivative instruments.

Sensitivity analysis

The following table demonstrates the sensitivity of proﬁt before tax and total equity to movements in the US dollar/euro exchange rate

with all other variables held constant.

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| +/-5% change in US dollar/euro exchange rate | $m | $m |
| Impact on profit before tax\* | -/+4.9 | -/+3.2 |
| Impact on total equity\*\* | -/+12.5 | -/+14.2 |

\*  The impact on proﬁt before tax is based on changing the US dollar/euro exchange rate used in calculating proﬁt before tax for the period.

\*\*  The impact on total equity is calculated by changing the US dollar/euro exchange rate used in measuring the closing balance sheet.

The Group is exposed to transactional foreign currency risk that arises from sales or purchases by an operating unit in currencies

other than the operating unit’s functional currency. Group companies are required to manage their foreign exchange risk against their

functional currency and spot and forward exchange contracts are primarily used to hedge foreign exchange risk exposure on foreign

currency denominated sales and purchases.

The notional principal amounts of the outstanding foreign exchange contracts as at 30 December 2023 were $17.6 million (2022: $13.9

million), which substantially covers the operating units currency exposure. Refer to note 29(a) for further details of the foreign exchange

contracts.

Interest rate risk

The Group’s objective is to minimise the impact of interest rate volatility on interest costs. This is achieved by determining a long-term

strategy against a number of policy guidelines, which focus on (i) the amount of ﬂoating rate indebtedness anticipated over such a

period and (ii) the consequent sensitivity of interest costs to interest rate movements on this indebtedness and the resultant impact

on reported proﬁtability. The Group borrows at both ﬁxed and ﬂoating rates of interest and can use interest rate swaps to manage the

Group’s resulting exposure to interest rate ﬂuctuations.

The Group’s main interest rate risk arises from long-term borrowings with ﬂoating rates, due to the borrowings being periodically

contractually repriced within 12 months from the reporting date. These borrowings expose the Group to cash ﬂow interest rate risk.

The Group policy is to maintain no more than one third of its projected debt exposure on a ﬂoating rate basis over any succeeding

12 month period with further minimum guidelines over the succeeding 24 and 36 month periods. The Group, on a continuous basis,

monitors the level of ﬁxed rate cover dependent on prevailing ﬁxed market rates, projected debt and market informed interest rate

outlook. Occasionally, the Group manages its cash ﬂow interest rate risk by using ﬂoating to ﬁxed interest rate swaps. Such interest rate

swaps have the eect of con the effect of converting borrowings from ﬂoating rates to ﬁxed rates. Under these interest rate swaps, the Group agrees

with other parties to exchange at speciﬁed intervals, the dierence between ﬁxed interchange at speciﬁed intervals, the difference between ﬁxed interest rate amounts and ﬂoating interest rate

amounts calculated by reference to the agreed notional amounts.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

The exposure of the Group’s borrowings subject to interest rate changes taking into account contractual repricing dates at the end

of the reporting period is $9.5 million (2022: $138.5 million) (note 25). There were no interest rate swaps outstanding at 30 December

2023. The Group does not hedge 100% of its ﬂoating rate loans, therefore the amount hedged in the prior year was a proportion of the

outstanding loans up to the notional amount of the swaps. See note 29(a) for the ﬂoating to ﬁxed interest rate swaps entered into by the

Group to hedge against this exposure.

The Group enters into interest rate swaps that have similar critical terms as the hedged item. As all critical terms matched during the

year, there is an economic relationship between the interest rate swaps (hedging instruments) and ﬂoating rate borrowings (hedged

items).

Sensitivity analysis

The Group does not account for any ﬁxed rate ﬁnancial liabilities at fair value through proﬁt or loss. Therefore a change in interest rates

at the reporting date would not aecffect proﬁt or loss.

The table below demonstrates the sensitivity of proﬁt before tax and total equity if market interest rates had been 1% higher or lower

with all other variables held constant:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
| +/-1% change in market interest rates\* | $m | $m |
| Impact on profit before tax | -/+0.1 | -/+0.1 |
| Impact on total equity | -/+0.1 | -/+0.1 |

\*  Each incremental +/-1% change in market interest rates at 2023 year end would impact proﬁt before tax and total equity by -/+$0.1m.

Price risk

Equity price risk

The Group’s objective is to minimise the price risk the Group is exposed to because of equity instruments held by the Group (note

18). These equity instruments are classiﬁed in the Group balance sheet as FVOCI. To manage its price risk arising from these equity

securities, the Group does not maintain a signiﬁcant balance with any one equity. Diversiﬁcation of the equity instruments held by the

Group must be done in accordance with the limits set by the Group. The impact of a 5% increase or decrease in equity indices across the

eurozone countries would not have any material impact on Group proﬁt before tax or total equity.

Commodity price risk

Commodity price risk in the Group arises primarily from price ﬂuctuations of commodities. The Group’s objective is to minimise

commodity price risk through entering into commodity options and future contracts for instance and the use of appropriate hedging

strategies. The Group enters into forward purchase and forward sale agreements in the normal course of business. Certain of these

contracts are deemed to be ‘own use’ as they were entered into in accordance with the Group’s expected purchase, sale or usage

requirements. The impact of a 5% increase or decrease in commodity prices would not have any material impact on Group proﬁt before

tax or total equity.

Liquidity and cash flow risk

The Group’s objective is to ensure that the Group does not encounter diculties does not encounter difficulties in meeting obligations associated with ﬁnancial

liabilities that are settled by delivering cash or another ﬁnancial asset.

In order to preserve the continuity of funding, the Group’s policy is that, at a minimum, committed facilities should be available at all

times to meet the full extent of its anticipated ﬁnance requirements, arising in the ordinary course of business, during the succeeding

12mo12 month period. Refer to note 25 for details of the Group’s committed facilities.

When appropriate, surplus funds in the Group are transferred to Group Treasury through diereny through different methods including the repayment

of borrowings and dividends. These are then lent to Group companies, contributed as equity to fund Group operations, used to repay

external debt or invested externally. The Group does not use o-balance sheet special purpose en off-balance sheet special purpose entities as a source of liquidity or for

other ﬁnancing purposes.

The Group uses cash ﬂow forecasts to constantly monitor the funding requirements of the Group. Compliance with the Group’s ﬁnancial

covenants is monitored continually based on statutory and management accounts and ﬁnancial projections. All covenants have been

complied with in 2023 and 2022.

There is no signiﬁcant concentration of liquidity risk.

Further analysis of the Group’s debt covenants is included in the Chief Financial Ol Officer’s Review. For further details regarding the

Group’s borrowing facilities, see note 25.

The table on the following page analyses the Group’s non-derivative and derivative ﬁnancial liabilities, for which the contractual

maturities are essential for an understanding of the timing of the cash ﬂows, into relevant maturity groupings based on the remaining

period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted

cash ﬂows.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

30. Capital and ﬁnancial risk management continued

Notes

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | Less than | Between | Between | More than |  |
|  |  | 1 year | 1 and 2 | 2 and 5 | 5 years | Total |
|  |  | $m | years $m | years $m | $m | $m |
| At 30 December 2023 |  |  |  |  |  |  |
| Non-derivative financial liabilities |  |  |  |  |  |  |
| Trade payables | 28 | 280.2 | – | – | – | 280.2 |
| Amounts due to joint ventures | 28 | 115.7 | – | – | – | 115.7 |
| Amounts due to other related parties | 28 | 8.3 | – | – | – | 8.3 |
| Lease liabilities |  | 22.3 | 17.2 | 39.3 | 41.2 | 120.0 |
| Interest-bearing borrowings | 25 | 108.9 | – | 278.5 | 275.0 | 662.4 |
| Projected interest payments on interest-bearing borrowings\* |  | 18.8 | 18.0 | 44.6 | 21.5 | 102.9 |
|  |  | 554.2 | 35.2 | 362.4 | 337.7 | 1,289.5 |
| Derivative financial liabilities |  | 2.0 | – | – | – | 2.0 |
| At 31 December 2022 |  |  |  |  |  |  |
| Non-derivative financial liabilities |  |  |  |  |  |  |
| Trade payables | 28 | 385.0 | – | – | – | 385.0 |
| Amounts due to joint ventures | 28 | 154.2 | – | – | – | 154.2 |
| Amounts due to other related parties | 28 | 10.1 | – | – | – | 10.1 |
| Contingent consideration |  | 27.5 | – | – | – | 27.5 |
| Lease liabilities |  | 21.1 | 19.9 | 42.0 | 51.9 | 134.9 |
| Interest-bearing borrowings | 25 | 275.4 | – | 307.5 | 375.0 | 957.9 |
| Projected interest payments on interest-bearing borrowings\* |  | 16.5 | 22.9 | 68.1 | 30.4 | 137.9 |
|  |  | 889.8 | 42.8 | 417.6 | 457.3 | 1,807.5 |
| Derivative financial liabilities |  | 1.0 | – | – | – | 1.0 |

\* The Group uses the interest rates in eect at in effect at the year end to calculate the interest payments on the ﬂoating rate borrowings for the periods indicated.

Credit risk

The Group’s objective is to minimise credit risk which is managed on a Group basis. Credit risk is the risk of ﬁnancial loss to the Group

if a customer or counterparty to a ﬁnancial transaction fails to meet its contractual obligations. Credit risk arises from cash and cash

equivalents, credit exposures to customers, including outstanding receivables and committed transactions, and loans to joint ventures.

Other ﬁnancial assets (note 18) are not material and accordingly, loss allowance of ECL is not material.

Financial assets subject to credit risk are written o wten off when there is no reasonable expectation of recovery such as debtor failing to engage in

a repayment plan with a company. Subsequent recoveries of amounts written oeries of amounts written off are recognised in the Group income statement. The Group

does not expect any signiﬁcant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying

amount of each asset.

Cash and cash equivalents

In the international movement and placement of funds and execution of ﬁnancial transactions, the risk of counterparty default

is managed by the Group’s policies requiring exposure to independently rated parties with long-term credit ratings of at least A3

(Moody’s) or A– (Standard & Poor’s). In the movement and placement of funds and execution of ﬁnancial transactions in Ireland, the

Group’s policies accept exposure to independently rated parties with long-term credit ratings of at least Baa3 (Moody’s) or BBB–

(Standard & Poor’s). The Group’s cash and cash equivalents (note 21) at 30 December 2023 and 31 December 2022 were held within

ﬁnancial institutions which complied with Group policy. Accordingly, the Group considers its cash and cash equivalents to be of low

credit risk and does not expect any expected credit loss in relation to them.

Trade receivables

The Group’s credit risk management policy requires that, where possible, all debt is insured with an external credit insurance underwriter.

The Group’s authorisation review includes external credit agency reports, the trading and ﬁnancial history and position of the customer,

the business case, the country in which the customer operates and any other available information. The utilisation of credit limits is

actively managed and reviewed formally on an annual basis. Where the extension of credit is not appropriate, payment in advance is

required. No goods are dispatched on credit until the credit controller has authorised the application conﬁrming all necessary procedures

have been complied with. Outstanding customer balances are regularly monitored and a review for indicators of impairment (evidence

of ﬁnancial dicufficulty of the customer, payment default, breach of contract etc.) is carried out at each reporting date.

Goods are sold primarily subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim.

Where required, the Group holds appropriate security or liens in respect of trade and other receivables. The Group does not hold any

signiﬁcant security or liens at the end of the year.

See note 19 for the carrying amount of the Group’s trade and other receivables.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

At the end of the reporting period, the Group derecognised $35.0 million of certain trade receivables related to one customer through

the use of a limited receivables sale programme (2022: $40.0 million). This programme was entered into to partially mitigate but not fully

oset an increaseoffset an increase in credit terms relating to these trade receivables. Under this programme, the Group has the option to sell certain

trade receivable invoices to a third party ﬁnancial institution. This third party may accept this oerty may accept this offer for sale by way of a non-recourse

payment to the Group (for face value of the receivables net of transaction fees), upon which the Group no longer retains any risks and

rewards in the receivables sold, resulting in the derecognition of these receivables from the Group balance sheet. The proceeds from

these sales of receivables are included in cash from operating activities in the Group statement of cash ﬂows. The fair value of the

receivables equals to its amortised cost as they are transferred at the face value of the trade receivable invoices.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance

for all trade receivables. To measure the expected credit losses, historical loss rates of operating units are calculated based on their

recent historical credit loss experience and applied to the operating units trade receivables at the reporting date. The loss allowance is

estimated based on historical loss rates and adjusted where appropriate to reflect current information and forward-looking information

on macroeconomic factors which affect the ability of the debtors to settle the receivables. The loss allowance recognised during the

year reflects current and forward-looking information including the trading environment in which the Group sells its goods.

The movement in the expected credit loss allowance for trade receivables is as follows:

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| At the beginning of the year |  | 13.8 | 13.6 |
| Exchange differences |  | – | (0.2) |
| Increase in loss allowance recognised during the year |  | 2.6 | 3.0 |
| Receivables written off during the year as uncollectible |  | (1.2) | (0.6) |
| Unused amounts reversed |  | (5.2) | (2.0) |
| At the end of the year | 19 | 10.0 | 13.8 |

The net decrease in loss allowance has been included within the income statement.

Trade receivables amounted to $450.7 million at 30 December 2023 (2022: $367.3 million) (note 19). Receivable balances that are neither

past due nor impaired amounted to $424.9 million (2022: $339.2 million). Past due information is reported to key management personnel

for credit risk management purposes. At 30 December 2023, trade receivables of $25.8 million (2022: $28.1 million) were past due and

analysed as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Past due |  |  |
| Less than 30 days | 15.4 | 14.8 |
| 1 to 3 months | 3.9 | 6.9 |
| 4 to 6 months | 1.3 | 3.6 |
| Over 6 months | 5.2 | 2.8 |
|  | 25.8 | 28.1 |
| Less: expected credit loss allowance | (10.0) | (13.8) |
| Total | 15.8 | 14.3 |

Loans to joint ventures

There were no outstanding loans receivable from joint ventures at 30 December 2023 following the disposal of Glanbia Cheese (note

33). Set out herein is the comparative information. The Group advanced interest bearing loans to its joint ventures for the purposes of

funding capital expenditure. See note 35 for details of the loans. The loans receivable were considered to have low credit risk as there

was a low risk of default and the joint ventures were expected to meet their contractual cash ﬂow obligations in the near term. The

Group considered information such as cash ﬂow forecasts of the joint ventures to determine whether they had the ability to repay the

intercompany loans. Management did not expect signiﬁcant adverse changes in economic and business conditions which would reduce

the ability of the joint ventures to repay the loans. Consequently, the Group determined that the loans were of low credit risk.

Where a loan was considered not to have low credit risk at the reporting date and to assess whether there was a significant increase in

credit risk of the loan since initial recognition, the Group considered information such as actual or expected significant adverse changes

in economic or business conditions that were expected to cause a significant change in a joint venture’s ability to meet its obligations,

and significant increases in credit risk on other financial instruments of the joint venture. A loan was considered to be in default if a joint

venture did not make contractual repayments within 90 days after they fell due unless evidenced otherwise. Evidence that a loan was

credit-impaired would include information such as significant financial difficulty of the joint venture, or the probability that the joint

venture would enter bankruptcy.

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Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

30. Capital and ﬁnancial risk management continued

In calculating the expected credit loss rates, the Group considered historical loss rate on its loans advanced to the joint ventures,

internal credit rating of the joint ventures based on the experience of Group Treasury and recent pricing provided by external credit

providers and adjusted for forward-looking macroeconomic data. There were no historical losses for loans advanced to the joint

ventures at 31 December 2022 and internal credit rating of the joint ventures was considered to be about investment grade. Expected

credit loss allowance was accordingly not material.

(c) Carrying amounts of financial instruments

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Financial assets measured at amortised cost |  |  |  |
| Trade receivables and receivables from related parties |  | 448.1 | 359.6 |
| Loans to joint ventures | 35 | – | 65.6 |
|  |  | 448.1 | 425.2 |
| Financial liabilities measured at amortised cost |  |  |  |
| Borrowings | 25 | (662.4) | (957.9) |
| Trade payables and amounts due to related parties |  | (404.2) | (549.3) |
| Lease liabilities | 15 | (109.4) | (122.5) |
|  |  | (1,176.0) | (1,629.7) |
| Financial liabilities measured at FVTPL – contingent consideration | 28 | – | (27.0) |
| Equity instruments designated at FVOCI | 18 | 2.6 | 2.3 |
| Net derivative (liability)/asset |  | (2.0) | 2.1 |

(d) Offsetting financial assets and financial liabilities

Financial assets and liabilities are oes are offset and the net amount is reported in the Group balance sheet where the Group has a legally

enforceable right to oset r to offset recognised amounts which is not conditional on the occurrence of a future event, and there is an intention to

settle on a net basis or realise the asset and settle the liability simultaneously.

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting arrangements.

There is no set o tot off to the amounts of derivative ﬁnancial assets and derivative ﬁnancial liabilities presented in the Group balance sheet.

31. Commitments and contingent liabilities

Commitments

Capital expenditure contracted for at the reporting date but not recognised in the Group ﬁnancial statements is as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Property, plant and equipment | 7.2 | 9.0 |
| Intangible assets | 1.0 | 0.8 |

At 31 December 2022, the Group was committed to invest $10.7 million cash contributions in Glanbia Cheese EU Limited and to provide an

undrawn loan facility of $10.1 million to the former joint venture. Following the disposal of Glanbia Cheese (note 33), the Group is no longer

subject to such commitments.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Contingent liabilities

Guarantees provided by ﬁnancial institutions amounting to $7.3 million (2022: $8.3 million) are outstanding at 30 December 2023. The

Group does not expect any material loss to arise from these guarantees. The Group has contingent liabilities in respect of legal claims

arising in the ordinary course of business. It is not anticipated that any material liability will arise from these contingent liabilities other

than those provided for.

Any Irish registered wholly-owned subsidiary of the Company may avail of the exemption from ﬁling its statutory ﬁnancial statements

for the year ended 30 December 2023 as permitted by section 357 of the Companies Act 2014 and if an Irish registered wholly-owned

subsidiary of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect

of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section

357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory ﬁnancial statements for the year ended 30 December

2023.

Within the scope of beneﬁtting from the exemption related to the ﬁling of the statutory ﬁnancial statements for the ﬁnancial year

ended 31 December 2023 of Glanbia Foods B.V., the Company has guaranteed the liabilities ensuing from legal acts performed by

this subsidiary, including all existing and future debts arising from legal acts performed by the subsidiary from 1 January 2023, but

also from legal acts performed previously, in accordance with and to the extent as set out in section 2:403.1(b and f) of the Dutch Civil

Code. Therefore Glanbia Foods B.V. is exempt from the obligation to publish its statutory ﬁnancial statements and its obligations to ﬁle

statutory ﬁnancial statements has been fulﬁlled by means of the publication of the declaration of consent and the declaration of liability.

Within the scope of beneﬁtting from the exemption related to the ﬁling of the statutory ﬁnancial statements for the ﬁnancial year

ended 31 December 2023 of the Luxembourg subsidiary, Glanbia Luxembourg SA, the Company has guaranteed the liabilities of this

subsidiary in respect of any losses or liabilities (as provided by Article 70 (c) of the Luxembourg Law of 19 December 2002 on the register

of commerce and companies and the accounting and annual accounts of undertakings) for the ﬁnancial year ended 31 December 2023.

This subsidiary avails of the exemption from ﬁling of their statutory ﬁnancial statements, as permitted by Article 70 of the Luxembourg

Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings.

32. Cash ﬂow information

(a) Cash generated from operating activities

Notes

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2023 | 2022 |
|  |  | $m | $m |
| Profit for the year |  | 344.5 | 270.6 |
| Exceptional items | 6 | (46.4) | (22.6) |
| Income taxes |  | 46.5 | 33.1 |
| Profit before taxation |  | 344.6 | 281.1 |
| Share of results of joint ventures accounted for using the equity method |  | (12.5) | (16.3) |
| Finance costs |  | 22.1 | 23.7 |
| Finance income |  | (9.8) | (1.9) |
| Amortisation of intangible assets | 16 | 79.6 | 79.1 |
| Depreciation of property, plant and equipment | 14 | 49.7 | 51.3 |
| Depreciation of right-of-use assets | 15 | 19.7 | 19.8 |
| Cost of share-based payments | 9/23 | 24.5 | 19.8 |
| Difference between pension charge and cash contributions |  | (2.7) | (0.5) |
| Net write down of inventories |  | 18.4 | 14.3 |
| Non-cash movement in/on: |  |  |  |
| – provisions |  | 7.4 | 1.0 |
| – allowance for impairment of receivables |  | (3.8) | 0.4 |
| – cross currency swaps |  | 0.7 | 2.7 |
| – disposal of leases |  | – | (0.4) |
| Loss on disposal of property, plant and equipment | 5 | 1.2 | 0.4 |
| Operating cash flows before movement in working capital |  | 539.1 | 474.5 |
| Decrease/(increase) in inventories | 32(b) | 191.2 | (105.5) |
| (Increase)/decrease in short-term receivables | 32(b) | (91.1) | 8.6 |
| (Decrease)/increase in short-term liabilities | 32(b) | (144.4) | 39.7 |
| Decrease in provisions | 32(b) | (3.4) | (3.7) |
| Cash generated from operating activities before exceptional items |  | 491.4 | 413.6 |

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

32. Cash ﬂow information continued

(b) The movement in working capital is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | Trade and other | Trade and other |  |  |
|  | Inventories | receivables | payables | Provisions | Total |
|  | $m | $m | $m | $m | $m |
| 2023 | (note 20) | (note 19) | (note 28) | (note 27) |  |
| At 1 January 2023 | 750.5 | 404.8 | (826.5) | (16.0) | 312.8 |
| Exchange differences | 3.8 | 0.2 | (4.6) | (0.5) | (1.1) |
| Arising on acquisition (note 34) | 5.6 | 2.4 | (4.1) | – | 3.9 |
| Loans/amounts payable to joint ventures, interest accruals,  capital creditors and other non-operating items | (18.5) | 3.3 | 31.7 | (14.3) | 2.2 |
| Movement in working capital | (191.2) | 91.1 | 144.4 | 3.4 | 47.7 |
| At 30 December 2023 | 550.2 | 501.8 | (659.1) | (27.4) | 365.5 |
| 2022 |  |  |  |  |  |
| At 2 January 2022 | 672.3 | 407.0 | (758.1) | (18.7) | 302.5 |
| Exchange differences | (9.6) | 4.1 | (8.0) | 0.7 | (12.8) |
| Arising on acquisition | 3.6 | 6.1 | (2.9) | – | 6.8 |
| Loans/amounts payable to joint ventures, interest accruals,  capital creditors and other non-operating items | (21.3) | (3.8) | (17.8) | (1.7) | (44.6) |
| Movement in working capital | 105.5 | (8.6) | (39.7) | 3.7 | 60.9 |
| At 31 December 2022 | 750.5 | 404.8 | (826.5) | (16.0) | 312.8 |

(c) Changes in liabilities arising from financing activities

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  | Private | Lease |  |
|  |  | Borrowings | Placement Debt | liabilities | Total |
|  | Notes | $m | $m | $m | $m |
| At 1 January 2023 |  | 307.5 | 375.0 | 122.5 | 805.0 |
| Drawdown of borrowings | 25 | 140.8 | – | – | 140.8 |
| Repayment of borrowings | 25 | (271.6) | – | – | (271.6) |
| Leases |  | – | – | 5.3 | 5.3 |
| Payment of lease liabilities |  | – | – | (19.9) | (19.9) |
| Acquisitions | 34 | – | – | 1.1 | 1.1 |
| Exchange differences |  | 1.8 | – | 0.4 | 2.2 |
| At 30 December 2023 |  | 178.5 | 375.0 | 109.4 | 662.9 |
| At 2 January 2022 |  | 414.7 | 375.0 | 135.4 | 925.1 |
| Drawdown of borrowings | 25 | 707. 5 | – | – | 707. 5 |
| Repayment of borrowings | 25 | (822.5) | – | – | (822.5) |
| Leases |  | – | – | 4.8 | 4.8 |
| Payment of lease liabilities |  | – | – | (17.4) | (17.4) |
| Acquisitions |  | – | – | 0.6 | 0.6 |
| Exchange differences |  | 7.8 | – | (0.9) | 6.9 |
| At 31 December 2022 |  | 307.5 | 375.0 | 122.5 | 805.0 |

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

33. Assets and liabilities held for sale, and discontinued operations

Assets and liabilities held for sale

The Group signed a memorandum of understanding for the sale of its shareholding in the Glanbia Cheese EU and Glanbia Cheese UK joint

ventures (“Glanbia Cheese”) to Leprino Foods Company on 14 February 2023. The Group treated the joint venture arrangements in Glanbia

Cheese as an asset held for sale and ceased to apply the equity method of accounting to its interest in Glanbia Cheese from this date (note 17).

The transaction allowed the Group to focus on its core better nutrition strategy and to allocate further capital to its global growth businesses.

The sale was completed on 28 April 2023 for an initial cash consideration of $125.2 million (€114.0 million) and repayment of $71.3 million (€64.9

million) of shareholder loans. The gain of $60.3 million on disposal of Glanbia Cheese (included in net exceptional gain on disposal/exit of

operations (note 6)) is based on the $125.2 million received less working capital adjustments of $1.8 million, carrying amount of the asset held for

sale at 28 April 2023 of $52.2 million, costs of $2.8 million, and associated cumulative debit amounts recognised in other comprehensive income

of $8.1 million that were reclassiﬁed to the Group income statement.

The assets and liabilities held for sale at 31 December 2022 related to the non-core assets of a small US based bottling facility (Aseptic

Solutions). Following the completion of a strategic portfolio review, these assets and related liabilities which were part of the Glanbia

Nutritionals segment were determined to be non-core and a decision was made to divest of them, resulting in the designation as held for sale

at 2022 year end. The divestment was completed on 6 March 2023. The gain on disposal of $0.4 million (included in net exceptional gain on

disposal/exit of operations (note 6)) is based on $11.2 million consideration, less the carrying amount of the net assets held for sale of $9.3 million

on the date of the transaction and costs associated with the transaction of $1.5 million.

Assets and liabilities held for sale at 31 December 2022 relate to:

|  |  |  |
| --- | --- | --- |
|  |  | 2022 |
|  | Notes | $m |
| Property, plant and equipment | 14 | 10.1 |
| Right-of-use assets | 15 | 2.7 |
| Inventories |  | 2.4 |
| Assets held for sale |  | 15.2 |
| Lease liabilities |  | (6.7) |
| Liabilities held for sale |  | (6.7) |

The above divestments are not regarded as discontinued operations as they were not considered to be either separate major lines of business

or geographical areas of operations.

Discontinued operations

The proﬁt from discontinued operations in the prior year relates to the disposal of Tirlán Limited on 1 April 2022. The gain of $60.3 million (note

6) is based on the $339.3 million received, less the carrying amount of the asset held for sale of $265.0 million and costs associated with the

transaction of $14.0 million. As part of the terms of the disposal, the Company paid Tirlán Limited a contribution of $8.8 million in 2022 related

to pension obligations, separation and rebranding costs and an additional $1.7 million in the current year for the re-imbursement of rebranding

costs. The charge in the current year of $3.2 million (note 6) relates to the crystallisation of certain contingent costs associated with the

divestment transaction following the conclusion of negotiations on separation of the common infrastructure of both organisations.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

34. Business combinations

On 2 October 2023 Glanbia acquired the B2B bioactive ingredients business of PanTheryx, Inc. (“PanTheryx”), a US based health and

nutrition business\*. The acquisition builds on Glanbia Nutritionals’ strategic capabilities and will complement the existing ingredient

technology portfolio of Nutritional Solutions providing a wider breadth of technical capabilities to support its customers. The provisional

amount of unallocated goodwill relates to the acquired workforce, the expectation that the business will give rise to synergies across the

Glanbia Nutritionals segment, will generate future sales beyond the existing customer base, as well as the opportunity to expand the

business into new markets, where there are no existing customers, and further builds on our oering ine no existing customers, and further builds on our offering in bioactive solutions in Nutritional

Solutions. Goodwill of $11.4 million is expected to be deductible for tax purposes.

Details of the net assets acquired and goodwill arising from the acquisition are as follows:

|  |  |  |
| --- | --- | --- |
|  |  | Total |
|  | Notes | $m |
| Cash consideration |  | 45.1 |
| Less: fair value of net assets acquired |  | (33.7) |
| Goodwill | 16 | 11.4 |

\*  Glanbia acquired a group of assets and liabilities which constituted a business. Accordingly, the transaction is accounted for using acquisition accounting.

The fair value of assets and liabilities arising from the acquisition are as follows:

|  |  |  |
| --- | --- | --- |
| Property, plant and equipment | 14 | 11.4 |
| Right-of-use assets | 15 | 1.2 |
| Intangible assets – customer relationships | 16 | 4.5 |
| Intangible assets – recipes and know-how | 16 | 10.0 |
| Intangible assets – trade names | 16 | 3.3 |
| Inventories | 32(b) | 5.6 |
| Trade and other receivables | 32(b) | 2.4 |
| Cash and cash equivalents | 25 | 0.5 |
| Trade and other payables | 32(b) | (4.1) |
| Lease liabilities | 32(c) | (1.1) |
| Fair value of net assets acquired |  | 33.7 |

Due to the proximity of the date of the acquisition to the reporting date, completion accounts have not been formally agreed between

the purchaser and seller at the date of approving the ﬁnancial statements. Accordingly, the initial assignment of fair values to

identiﬁable net assets acquired has been performed on a provisional basis. In addition, management will need to ﬁnalise the valuation

exercise undertaken by the Group’s external valuation specialist relating to the acquisition. It is therefore possible the ﬁnal amounts

for the assets and liabilities may dier from liabilities may differ from the provisional values. Any amendments to these fair values within the 12 month timeframe

from the date of acquisition will be disclosed in the 2024 interim ﬁnancial statements.

The fair value of PanTheryx’s trade and other receivables at the acquisition date amounted to $2.4 million. The gross contractual

amount for receivables due is $2.2 million, of which $0.2 million is expected to be uncollectible. Acquisition-related costs of $1.0 million

incurred primarily on professional fees are included in administrative expenses.

PanTheryx contributed $4.0 million of revenues and $(0.2) million of proﬁt before taxation and exceptional items for the period from the

date of acquisition to the reporting date. If the acquisition of PanTheryx had occurred on 1 January 2023, pro-forma Group revenue and

Group proﬁt before taxation and exceptional items for the year ended 30 December 2023 would have been $5,442.5 million and $346.8

million respectively.

In 2022, the Group acquired Sterling Technology, LLC (“Sterling”). Refer to 2022 Annual Report for details of the Sterling acquisition.

During the year, the Group paid the former owners of Sterling an earnout of $26.8 million (note 29(b)).

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

35. Related party transactions

Related parties of the Group include subsidiary undertakings, joint ventures, Tirlán Co-operative Society Limited (formerly Glanbia Co-

operative Society Limited) (the “Society”) and its subsidiaries (“Tirlán Co-operative Group”), Leprino Foods Company and key management

personnel. A listing of the principal subsidiaries and joint ventures is provided in note 37.

Tirlán Co-operative Group holds 28.5% (2022: 27.7%) of the issued share capital of the Company. Tirlán Limited was a joint venture of the

Group up to 1 April 2022. From 2 April 2022, Tirlán Limited became a wholly owned subsidiary of the Society and also an other related party

to the Group. Accordingly transactions with Tirlán Limited before 2 April 2022 and from 2 April 2022 were included within “Transactions

with joint ventures” and “Transactions with Tirlán Co-operative Group” respectively.

Refer to note 33 for the disposal of Glanbia Cheese, which were joint ventures of the Group up to 28 April 2023. From 29 April 2023,

they became other related parties to the Group. Accordingly transactions with them before and after the disposal are included within

“Transactions with joint ventures” and “Transactions with Leprino Foods” respectively.

Details of related party transactions are as follows:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Transactions with joint ventures |  |  |
| Dividends received | 32.0 | 15.2 |
| Sales of goods | – | 0.2 |
| Sales of services | 12.8 | 22.3 |
| Purchases of services | 0.1 | – |
| Purchases of goods | 1,806.9 | 2,141.6 |
| Loans advanced to Glanbia Cheese | 3.5 | 49.5 |
| Repayment of loans advanced by Glanbia Cheese (2022: Tirlán Limited ) | 71.3 | 30.3 |
| Transactions with Tirlán Co-operative Group |  |  |
| Dividends received | – | 0.1 |
| Dividends paid | 27.4 | 28.1 |
| Sales of goods | 0.5 | 0.5 |
| Sales of services | 32.4 | 30.0 |
| Purchases of services | 0.8 | 0.3 |
| Purchases of goods | 61.3 | 82.9 |
| Transactions with Leprino Foods |  |  |
| Sales of services | 2.0 | – |

1

2

3

3

4

1

1.  The Group trades in the normal course of business with its joint ventures and Leprino Foods and provides management and administrative services to them.

2.  $4.5 million (2022: $2.7 million) relates to Glanbia Cheese.

3.  $0.7 million of interest was capitalised during the year (2022: $0.9 million). There were no loans receivable from Glanbia Cheese as at 30 December 2023 (2022:

$65.6 million). The balance decreased to nil due to a loan repayment of $71.3 million which was oas offset by loan advanced of $3.5 million and exchange dieifferences

gain of $2.2 million during the current year.

4.  The Group provides management and administrative services to the Society and is headquartered in a premises owned by the Society.

Receivable from and payables to joint ventures and other related parties as at the balance sheet date are included as separate line

items in notes 19 and 28. The outstanding balances included in receivables and payables at the balance sheet date in respect of

transactions with related parties are unsecured, interest free and settlement arises in cash. No guarantees have been given or received

in relation to related party receivables and payables. There were no loans to joint ventures outstanding at 30 December 2023. In the

prior year, loans of $65.6 million (note 30 (c)) were advanced at arm’s length with interest accruing and, in general, paid to the Group at

predetermined intervals.

Key management personnel

The Board of Directors and Glanbia Operating Executive are deemed to be key management personnel for the purposes of IAS 24 as they

are responsible for planning, directing and controlling the activities of the Group. Key management personnel remuneration amounted to:

|  |  |  |
| --- | --- | --- |
|  | 2023 | 2022 |
|  | $m | $m |
| Salaries and other short-term employee benefits | 9.2 | 9.5 |
| Post-employment benefits | 0.9 | 1.2 |
| Share-based payment expense | 10.3 | 9.1 |
| Non-Executive Directors fees | 1.4 | 1.2 |
|  | 21.8 | 21.0 |

Dividends totalling $0.4 million (2022: $0.3 million) were received by key management personnel during the year, based on their personal

shareholdings in Glanbia plc. The Group through Employee Beneﬁt Trusts reacquired Company shares from key management

personnel; the total number reacquired was 198,201 ordinary shares at an average price of €13.97 per share (2022: 59,484 ordinary

shares at an average price of €11.04 per share).

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

35. Related party transactions continued

Retirement beneﬁts of $0.3 million (2022: $0.3 million) were accrued in the year to two members of key management (2022: two) under a

post retirement deﬁned beneﬁt plan. Total retirement beneﬁts accrued to key management under the post retirement deﬁned beneﬁt

plan are $5.9 million (2022: $5.4 million).

36. Events after the reporting period

See note 13 for the ﬁnal dividend, recommended by the Directors. Subject to shareholder approval, this dividend will be paid on 3 May

2024 to shareholders on the register of members on 22 March 2024, the record date.

37.  Principal subsidiaries and joint ventures

The information outlined in section (a) below relates only to the principal undertakings in the Group at the reporting date. The Group has

availed of the exemption under section 316 of the Companies Act 2014. The information required under section 314 of the Companies Act

2014 (including a full listing of subsidiaries and joint venture undertakings) will be annexed to the Company’s Annual Return to be ﬁled in

the Companies Registration Oce in Ireland. All beneﬁcial interests are inthe Companies Registration Office in Ireland. All beneﬁcial interests are in ordinary shares, membership interests or membership units.

All Group entities are wholly owned subsidiaries, unless otherwise stated.

(a) Subsidiaries

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Registered |
| Incorporated and operating in |  | Principal activity | office |
| Ireland | Alanfield Society Limited | Holding society | 1 |
|  | Glanbia AP Designated Activity Company (formerly | Financing | 1 |
|  | known as Avonmore Proteins Designated Activity |  |  |
|  | Company) |  |  |
|  | Glanbia Cheesip Limited | Research and development | 1 |
|  | Glanbia Estates Limited | Property and land dealing | 1 |
|  | Glanbia Finance International Designated Activity | Financing | 1 |
|  | Company |  |  |
|  | Glanbia Financial Services Unlimited Company | Financing | 1 |
|  | Glanbia GNPN Holding Limited | Holding company | 1 |
|  | Glanbia Holdfin Limited | Holding company | 1 |
|  | Glanbia Investchip Limited | Holding and managing receivables | 1 |
|  | Glanbia Investment Holding Limited | Holding company | 1 |
|  | Glanbia Management Services Limited | Management and general business services | 1 |
|  | Glanbia Nutritionals Limited | Nutritional ingredients | 1 |
|  | Glanbia Performance Nutrition Limited | Performance nutrition | 1 |
|  | Glanbia Property Holding Designated Activity Company | Holding company | 1 |
|  | Glanbia Property Rentals Designated Activity Company | Property lessor | 1 |
|  | Glanbia Support Services Limited | Holding company | 1 |
|  | Glanbia SMP Limited (formerly known as Avonmore Skim | Holding company | 1 |
|  | Milk Products Limited) |  |  |
|  | Glassonby Unlimited Company | Financing | 1 |
|  | Waterford Foods Designated Activity Company | Holding company | 1 |
| United States | APS BioGroup, Inc. ³ | Bioactive solutions | 2 |
| of America | Foodarom USA, Inc. | Flavour solutions | 2 |
|  | Glanbia Business Services, Inc. | Business services | 2 |
|  | Glanbia (Delaware), Inc. | Holding company | 2 |
|  | Glanbia Foods, Inc. | Cheese and nutritional ingredients | 3 |
|  | Glanbia, Inc. | Holding company | 2 |
|  | Glanbia Nutritionals (NA), Inc. | Nutritional ingredients | 2 |
|  | Glanbia Nutritionals, Inc. | Nutritional ingredients | 2 |
|  | Glanbia Nutritionals Services, LLC | Management services (nutritional ingredients) | 2 |
|  | Glanbia Performance Nutrition (Manufacturing), Inc. | Performance nutrition | 2 |
|  | Glanbia Performance Nutrition (NA), Inc. | Performance nutrition | 4 |
|  | GPN Commercial, LLC | Performance nutrition | 2 |

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Registered |
| Incorporated and operating in |  | Principal activity | office |
|  | GPN SlimFast Commercial, LLC | Weight management solutions | 2 |
|  | Grass Advantage, LLC | Performance nutrition | 2 |
|  | KSF Acquisition Corporation | Weight management solutions | 2 |
|  | La Belle Associates, Inc. ³ | Bioactive solutions | 2 |
|  | PacMoore Process Technologies, LLC | Nutritional ingredients | 2 |
|  | Sterling Technology, LLC | Bioactive solutions | 2 |
| Britain and  Northern Ireland | Glanbia Milk Limited | Management services | 5 |
|  | Glanbia Performance Nutrition (UK) Limited | Performance nutrition | 5 |
|  | Glanbia Performance Nutrition (UK Sales Division) Limited | Performance nutrition | 5 |
|  | Glanbia (UK) Limited | Holding company | 5 |
| Australia | Glanbia Performance Nutrition Pty Ltd | Performance nutrition | 6 |
| Brazil | Glanbia Marketing de Produtos de Nutrição e | Performance nutrition | 7 |
|  | Performance do Brasil Ltda ¹ |  |  |
|  | GlanbiaNuia NutricionalSnal SolucoesBraes BrasilLtdsil Ltda ¹ | Nutritional ingredients | 8 |
| Canada | Foodarom Group Inc. | Flavours solutions | 9 |
|  | Glanbia Nutritionals (Canada) Inc.  1 | Nutritional ingredients | 9 |
|  | Glanbia Performance Nutrition Canada Inc.  1 | Performance nutrition | 9 |
| China | Glanbia Nutritionals (Suzhou) Co., Ltd. | Nutritional ingredients | 10 |
|  | Glanbia Performance Nutrition Trading (Shanghai) Co., | Performance nutrition | 11 |
|  | Ltd.  1 |  |  |
|  | Glanbia (Shanghai) International Trading Co., Ltd.  1 | Nutritional ingredients | 12 |
| Denmark | Nutramino Int. ApS | Performance nutrition | 13 |
| France | Glanbia Performance Nutrition France SAS  1 | Performance nutrition | 14 |
| Germany | Body & Fit Nutrition GmbH  1 | Performance nutrition | 15 |
|  | Foodarom Germany GmbH | Flavours solutions | 16 |
|  | Glanbia Nutritionals Deutschland GmbH  1 | Nutritional ingredients | 16 |
|  | Glanbia Performance Nutrition GmbH  1 | Performance nutrition | 17 |
|  | LevlUp GmbH | Performance nutrition | 18 |
| India | Glanbia India Private Limited | Nutritional ingredients | 19 |
|  | Glanbia Performance Nutrition (India) Private Limited  2 | Performance nutrition | 20 |
| Italy | Glanbia Nutritionals Italia Srl | Performance nutrition | 21 |
| Japan | Glanbia Japan K.K. | Nutritional ingredients | 22 |
| Korea (Republic of) | Glanbia Performance Nutrition Korea, LLC  1 | Performance nutrition | 23 |
| Malta | Glanbia Maltfin Limited  1, 6 | Financing | 24 |
| Mexico | Glanbia, S.A. de C.V. ¹ | Nutritional ingredients | 25 |
|  | GlanbiaPeria PerformanceNnce NutritionSon S.A.deC. de C.V. ¹ | Performance nutrition | 26 |
| Netherlands | Body & Fit Sportsnutrition B.V.  1 | Performance nutrition | 27 |
|  | Glanbia Foods B.V.  1 | Holding company | 28 |
| New Zealand | Glanbia Performance Nutrition (New Zealand) Limited  1 | Performance nutrition | 29 |
| Philippines | Glanbia Performance Nutrition Philippines, Inc.  1 | Performance nutrition | 30 |
| Portugal | Glanbia Nutritionals (Portugal), Sociedade Unipessoal | Performance nutrition | 31 |
|  | Lda.  1 |  |  |
| Russian Federation | LLC Glanbia | Nutritional ingredients | 32 |
| Singapore | Glanbia Nutritionals Singapore Pte Limited | Nutritional ingredients | 33 |
|  | Glanbia Performance Nutrition Singapore Pte. Ltd | Performance nutrition | 34 |
| South Africa | Glanbia (Pty) Limited ¹ | Nutritional ingredients | 35 |
| Sweden | Nutramino AB | Performance nutrition | 36 |
| United Arab Emirates | Glanbia Performance Nutrition DMCC | Performance nutrition | 37 |

1

1

1

1, 5

1, 4

2

1

1

1

1

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the financial statements continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Registered |
| Incorporated and operating in |  | Principal activity | office |
| Uruguay | Glanbia (Uruguay Exports) SA | Nutritional ingredients | 38 |

1

1.  The statutory year end of these subsidiaries is ﬁxed at 31 December each year to comply with statutory requirements.

2.  The statutory year end of these subsidiaries is 31 March, which coincides with the tax year in India.

3.  Incorporated in 2023.

4.  During 2023, the Group took control of the remaining 40% shareholdings in this subsidiary.

5.  Foodarom Germany GmbH had a branch at Via Santa Valeria 52, Seregno (MB), 20831, Italy, which was closed during 2023.

6.  Glanbia Maltﬁn Limited has a branch at 3500 Lacey Road, Downers Grove, IL 60515, United States.

The Group has no signiﬁcant restrictions in relation to its ability to access or use the assets and settle the liabilities of its subsidiaries.

(b) Joint ventures

1

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  | Registered |
| Incorporated and operating in |  | Principal activity | office |
| United States | MWC-Southwest Holdings LLC | Holding company of two cheese and | 2 |
| of America |  | nutritional ingredients companies |  |

The Group has a 50% beneﬁcial interest in MWC-Southwest Holdings LLC. Refer to note 17 for further details of this joint venture. The

Group’s interest in Glanbia Cheese Limited and Glanbia Cheese EU Limited was disposed of during 2023 (2022: Tirlán Limited) (note 33).

The Group’s interests in joint ventures are subject to certain restrictions, however these are not material.

Registered office

1 Glanbia House, Kilkenny, Ireland, R95 E866

2 1521 Concord Pike, Suite 201, New Castle, Delaware, Wilmington 19803, United States

3 950 W Bannock Street 1100, Boise, ID83702, Ada County, United States

4 801 US Highway, 1 North Palm Beach, FL 33408, United States

5 2 North Park Road, Harrogate, HG1 5PA, United Kingdom

6 Level 10, 68 Pitt Street, Sydney NSW 2000, Australia

7 Rua Funchal, no. 411, 4th floor, suite 43 - room 36, Vila Olímpia, São Paulo, SP-04551-060, Brazil

8 Rua Funchal, no. 411, 4th floor, suite 43 - mailbox 01, Vila Olímpia, São Paulo, SP-04551-060, Brazil

9 1700-242 Hargrave Street, Winnipeg MB, R3C 0V1, Canada

10 No. 128 Fangzong Street SIP, Suzhou, Jiangsu Province, PRC 215025, China

11 Unit 01, 03-D, Nominal Floor 6 (Actual Floor 6), Office Building C, No. 610, Xujiahui Road, Huangpu District, Shanghai, China

12 Room 228, 2/F, Building 1, No. 239, Gang’ao Road, Shanghai New Free Trade Zone, China

13 Nybrogade 12, København K, 1203, Denmark

14 8, Avenue Hoche, 75008, Paris, France

15 Hohenstaufenring 62, 50674, Köln, Germany

16 Gewerbestrasse 3, 78359 Orsingen – Nenzingen, Germany

17 Mainzer Landstraße 41, 60329, Frankfurt am Main, Germany

18 Hans Böckler Straße 10a, 37079, Göttingen, Germany

19 Ground Floor, No. 12/47, 7th Cross, Swimming Pool Extension, Malleshwaram, Bangalore KA, 560003, India

20 Allied House, Nelson Mandela Marg Pocket 10, Sector B, Vasant Kunj, New Delhi, DL110070, India

21 Via Santa Valeria 52, Seregno (MB), 20831, Italy

22 Level 18 Yebisu Garden Place, Tower 4–20–3, Ebisu Shibuya-ku, Tokyo, Japan

23 Room 305, 3rd floor, 501 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

24 Vision Exchange Building, Level 2, Triq it-Territorjals, Zone 1, Central Business District, Birkirkara, CBD 1070, Malta

25 Av. Prolongación Paseo de la Reforma No. 115–1006, Col. Paseo de las Lomas, C.P. 01330, Mexico

26 BLVD. Puerta de Hierro, 5153 Piso 2 INT 259 Col. Plaza Andares, Mexico

27 Mars 10, 8448CP, Heerenveen, Netherlands

28 Herikerbergweg 88, 1101 CM Amsterdam, Netherlands

29 C/–Martelli Mckegg, Level 20, HSBC Tower, 188 Quay Street, Auckland, 1010, New Zealand

30 146 Yakal Street, San Antonio Village, Makati City 1203, Philippines

31 Calçada Nova de São Francisco, nº 10, 1º andar, 1200-300, Lisboa, Portugal

32 6 Vernadskogo prospect, Office 614, 119311, Moscow, Russian Federation

33 Helios, #03-03/04, 11 Biopolis Way, Singapore, 138667, Singapore

34 300 Beach Road, #35-06/07, The Concourse, 199555, Singapore

35 Stand 893, 7 Forbes Street, Midstream Estate – Windsor Gate, Brakfontein Road, Guateng, South Africa, 2192, South Africa

36 Ostermalinstorg 1, 4 tr, 114 42, Stockholm, Sweden

37 Unit No: One JLT, Plot No: DMCC-EZ1-1AB, Jumeirah Lakes Towers, Dubai, United Arab Emirates

38 Copacabana Street, Block 26 – S 12, Médanos de Solymar City, Canelones, Uruguay

37.  Principal subsidiaries and joint ventures continued

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Company balance sheet

#### as at 30 December 2023

Notes

30 December

2023

€m

31 December

2022

€m

ASSETS

Non-current assets

Investments in subsidiaries

2 581.6 581.6

Other financial assets

3 1.8 1.6

Deferred tax assets  0.1 0.2

583.5 583.4

Current assets

Trade and other receivables

4 5.0 10.8

Cash at bank and in hand 13.1 10.9

18.1 21.7

Total assets 601.6 605.1

EQUITY

Issued capital and reserves attributable to equity holders of the Company

Share capital and share premium

5 459.0 459.4

Other reserves 4.3 12.1

Retained earnings 64.7 74.8

Total equity 528.0 546.3

LIABILITIES

Current liabilities

Bank overdraft 25.2 2.6

Provisions 0.6 0.6

Trade and other payables

6 47.8 55.6

Total liabilities 73.6 58.8

Total equity and liabilities 601.6 605.1

As permitted by section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its separate proﬁt

and loss account in these ﬁnancial statements and from ﬁling it with the Registrar of Companies. The proﬁt for the year dealt with in the

ﬁnancial statements of the Company amounts to €185.1 million (2022: €236.0 million).

On behalf of the Board

Donard Gaynor

Directors

Hugh McGuire Mark Garvey

27 February 2024

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

Glanbia plc | Annual Report and Financial Statements 

#### Company statement of changes in equity

#### for the financial year ended 30 December 2023

Share

capital

and share

premium

€m

(note 5)

Other reserves

Retained

earnings

€m

Total

Equity

€m

Capital

reserve

€m

Own

shares

€m

Share-

based

payment

reserve

€m

FVOCI

reserve

€m

Balance at 1 January 2023 459.4 5.7 (20.7) 27.1 – 74.8 546.3

Profit for the year – – – – – 185.1 185.1

Other comprehensive income

– Revaluation – gross – – – – 0.3 – 0.3

– Deferred tax  – – – – (0.1) – (0.1)

Total comprehensive income for the year – – – – 0.2 185.1 185.3

Dividends  – – – – – (89.8) (89.8)

Purchase of own shares – – (136.5) – – – (136.5)

Cancellation of own shares (0.4) 0.4 100.1 – – (100.1) –

Cost of share-based payments – – – 22.7 – – 22.7

Transfer on exercise, vesting or expiry of share-based

payments – – 22.0 (16.7) – (5.3) –

Total contributions by and distributions to owners (0.4) 0.4 (14.4) 6.0 – (195.2) (203.6)

Balance at 30 December 2023 459.0 6.1 (35.1) 33.1 0.2 64.7 528.0

At 2 January 2022 460.3 4.8 (6.4) 19.3 (0.4) 94.8 572.4

Profit for the year – – – – – 236.0 236.0

Other comprehensive income

– Revaluation – gross – – – – 0.6 – 0.6

– Deferred tax  – – – – (0.2) – (0.2)

Total comprehensive income for the year – – – – 0.4 236.0 236.4

Dividends  – – – – – (84.4) (84.4)

Purchase of own shares – – (196.9) – – – (196.9)

Cancellation of own shares (0.9) 0.9 173.5 – – (173.5) –

Cost of share-based payments – – – 18.8 – – 18.8

Transfer on exercise, vesting or expiry of share-based

payments – – 9.1 (11.0) – 1.9 –

Total contributions by and distributions to owners (0.9) 0.9 (14.3) 7.8 – (256.0) (262.5)

At 31 December 2022 459.4 5.7 (20.7) 27.1 – 74.8 546.3

Refer to note 23 of the Group ﬁnancial statements for a description of the individual components in other reserves.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Notes to the Company financial statements

#### for the financial year ended 30 December 2023

1.  Accounting policies

Basis of preparation

Glanbia plc (the “Company”) is a public limited company incorporated and domiciled in Ireland, the number under which it is registered

is 129933. The address of its registered oce is Glanbia House, Kilkenny, Ireland, R95 E866.

These ﬁnancial statements are prepared for the 52-week period ended 30 December 2023. Comparatives are for the 52-week period

ended 31 December 2022. The balance sheets for 2023 and 2022 have been drawn up as at 30 December 2023 and 31 December 2022

respectively. The ﬁnancial statements were approved and authorised for issue by the Board of Directors on 27 February 2024.

The ﬁnancial statements have been prepared under the historical cost convention, as modiﬁed by use of fair values for certain other

ﬁnancial assets, and comply with the Companies Act 2014 and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS

101”). The Company has taken advantage of the following disclosure exemptions under FRS 101:

•  a Cash Flow Statement and related notes;

•  disclosures in respect of transactions with wholly owned subsidiaries;

•  disclosures in respect of capital management;

•  the eects of new but not yet eective IFRS; and

•  disclosures in respect of the compensation of key management personnel.

As the consolidated ﬁnancial statements of the Company and its subsidiaries include the equivalent disclosures, the Company has also

availed of the following disclosure exemptions under FRS 101:

•  IFRS 2 Share Based Payments in respect of group settled share based payments; and

•  certain disclosures required by IAS 12 Income Taxes, IFRS 13 Fair Value Measurement and IFRS 7 Financial Instrument Disclosures.

The ﬁnancial statements have been prepared in euro and presented in millions. The material accounting policies set out below have,

unless otherwise stated, been applied consistently to all periods presented in these ﬁnancial statements.

Going concern

The Company is in a net current liabilities position at 30 December 2023. The Company and its subsidiaries (the “Group”) is proﬁt-making

and cash generative, having made a proﬁt after tax of $344.5 million and net cash inﬂow from operating activities was $427.8 million in

2023. The Company made a proﬁt of €185.1 million in 2023 (2022: €236.0 million). The Group expects to continue to be proﬁtable and cash

generative for at least 12 months from the date of approval of these ﬁnancial statements based on approved budgets and strategic

plans. The Company has control over its subsidiaries, it can therefore direct its subsidiary entities to distribute or make available funds

to the parent company to ensure that the Company can repay its creditors as they fall due. The Directors have a reasonable expectation

that these funds will be available within the Group based on current budgets and strategic plans. Accordingly, the ﬁnancial statements

of the Company for the ﬁnancial year ended 30 December 2023 have been prepared on a going concern basis.

Investments in subsidiaries

Investments in subsidiaries are held at cost less, if any, accumulated impairment. The Company assesses investments for impairment

whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any

such indication of impairment exists, the Company makes an estimate of its recoverable amount. When the carrying amount of an

investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. In the

opinion of the Directors the shares in the subsidiaries are worth at least the amounts at which they are stated on the balance sheet.

Other financial assets

The Company classiﬁes and initially measures its investments in equity instruments at fair value and are subsequently adjusted to fair

value at each reporting date. If the market for a ﬁnancial asset is not active or unquoted, the Company establishes fair value using valuation

techniques. The investment in The BDO Development Capital Fund is fair valued by reference to the latest quarterly report available to

the limited partners. Changes in their fair value are recognised in the proﬁt and loss account unless management has elected to present

changes in fair value through other comprehensive income (“FVOCI”) on an investment by investment basis. When an election is made for

an investment, there is no subsequent reclassiﬁcation of fair value gains and losses related to the investment to proﬁt or loss following the

derecognition of the investment. Dividends from such investments are recognised in proﬁt or loss when the Company’s right to receive

payments is established.

Financial assets are derecognised when the rights to receive cash ﬂows from ﬁnancial assets have expired or have been transferred and

the Company has transferred substantially all the risks and rewards of ownership.

Trade and other receivables and payables

Receivables and payables are recognised initially at fair value except trade receivables that do not contain signiﬁcant ﬁnancing

components which are recognised at transaction price. They are subsequently measured at amortised cost using the eective interest

method less any allowance for expected credit loss (“ECL”) for receivables.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the Company financial statements continued

1.  Accounting policies continued

Impairment

The Company applies the simpliﬁed approach under IFRS 9 to measure ECL which uses a lifetime expected loss allowance for all trade

receivables. A loss allowance for receivables is estimated based on expected credit losses. To measure ECL, historical loss rates are

calculated based on historical credit loss experience. The loss allowance based on historical loss rates is adjusted to reﬂect current

information and forward-looking information on macroeconomic factors if there is evidence to suggest these factors will aect the

ability of the counterparty to settle the receivables. Trade and other receivables are written o when there is no reasonable expectation

of recovery such as a debtor failing to engage in a repayment plan with the Company.

The Company’s intercompany receivables at 30 December 2023 amounted to €4.6 million (2022: €10.4 million). There is no material ECL

in respect of intercompany receivables as at 30 December 2023 or 31 December 2022.

Cash at bank and in hand

Cash includes cash, in any currency, in hand or deposited with ﬁnancial institutions repayable without penalty on notice of not more than 24 hours.

Share capital

Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity

as a deduction from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted from equity with a

transfer between the own shares reserve and retained earnings when they are cancelled. No gain or loss is recognised in proﬁt or loss on

the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Own shares

Where the Employee Share Trust and/or the Employee Share Scheme Trust (on behalf of the Company) purchases the Company’s

equity share capital, under the 2018 Long-term incentive plan, the 2019 Restricted share plan, and the Annual incentive deferred into

shares scheme, the consideration paid is deducted from distributable reserves and classiﬁed as own shares until they are re-issued.

Where such shares are re-issued, they are re-issued on a ﬁrst-in, ﬁrst-out basis and the proceeds from the re-issue of own shares are

transferred from own shares to retained earnings.

Dividends

Dividends on ordinary shares to the Company’s shareholders are recognised as a liability of the Company when approved by the

Company’s shareholders. Interim dividends are recognised when paid. Proposed dividends that are approved after the balance sheet

date are not recognised as a liability but are disclosed in note 13 of the Group ﬁnancial statements.

Borrowings

Borrowings are recognised initially at fair value and are subsequently stated at amortised cost.

Foreign currency translation

The functional and presentation currency of the Company is euro. Transactions in foreign currencies are translated at the rates of

exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into euro at

the rates of exchange ruling at the balance sheet date, with a corresponding charge or credit to the proﬁt and loss account.

Dividend income

Dividend income is recognised in the proﬁt and loss account on the date the entity’s right to receive payment is established.

Share-based payments

The Company operates equity settled share-based payment arrangements. The arrangements include a long-term incentive plan

and a restricted share plan whereby share awards in the Company are granted to Executive Directors and senior management. The

Company also operates an annual incentive scheme whereby a portion of the annual incentive will be settled by way of shares. The

Company recharges the costs of these plans to its subsidiaries and the balances are settled in cash.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the proﬁt and loss account except to the extent

that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other

comprehensive income or directly in equity, respectively.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a

future outﬂow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.

Current tax is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in countries where the

Company operates and generates taxable income, taking into account adjustments relating to prior years.

Deferred tax is determined using tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax is provided on

a non-discounted basis, using the balance sheet liability method, providing for temporary dierences on the reporting date between the

tax bases of assets and liabilities and their carrying amounts in the ﬁnancial statements. However, deferred tax is not accounted for if it

arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction

aects neither accounting nor taxable proﬁt or loss and does not give rise to an equal taxable and deductible temporary dierences.

Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill not having full tax basis. Deferred

tax assets are recognised to the extent that it is probable that future taxable proﬁt will be available against which the temporary dierences

can be utilised.

Critical accounting judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances. There were no critical accounting estimates or signiﬁcant

judgements used in the preparation of these ﬁnancial statements for 2023.

2. Investments in subsidiaries

2023

€m

2022

€m

At the beginning of the year 581.6 581.9

Disposals  – (0.3)

At the end of the year 581.6 581.6

Details of the Company’s principal subsidiaries are set out in note 37 of the Group ﬁnancial statements.

3. Other ﬁnancial assets

2023

€m

2022

€m

At the beginning of the year 1.6 1.3

Additions – 0.1

Disposals/redemption (0.1) (0.4)

Fair value adjustment 0.3 0.6

At the end of the year 1.8 1.6

Other ﬁnancial assets at 30 December 2023 comprised equity instruments designated at FVOCI - €1.5 million (2022: €1.3 million) and

€0.3 million (2022: €0.3 million) in The BDO Development Capital Fund and Farmer Business Development plc respectively.

4. Trade and other receivables

2023

€m

2022

€m

Amounts owed by subsidiaries 4.6 10.4

Amounts owed by Tirlán Co-operative Society Limited\* – 0.1

Prepayments 0.4 0.3

5.0 10.8

\*  formerly known as Glanbia Co-operative Society Limited (the “Society”).

5. Share capital and share premium

At 30 December 2023, share capital and share premium were €15.9 million (2022: €16.3 million) and €443.1 million (2022: €443.1 million)

respectively.

The movement in the share capital was due to cancellation of ordinary shares on the share buyback programme. The dierence

between the Company and Group share premium is due to the merger of Waterford Foods plc now named Waterford Foods DAC and

Avonmore Foods plc now named Glanbia plc since 1997 and €0.2 million of issuance of shares in 2021.

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

Glanbia plc | Annual Report and Financial Statements 

#### Notes to the Company financial statements continued

6. Trade and other payables

2023

€m

2022

€m

Amounts owed to subsidiaries 33.3 41.3

Accruals 14.5 14.3

47.8 55.6

7.  Contingent liabilities

Any Irish registered wholly-owned subsidiary of the Company may avail of the exemption from ﬁling its statutory ﬁnancial statements

for the year ended 30 December 2023 as permitted by section 357 of the Companies Act 2014 and if an Irish registered wholly-owned

subsidiary of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect

of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section

357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory ﬁnancial statements for the year ended 30 December

2023.

Within the scope of beneﬁtting from the exemption related to the ﬁling of the statutory ﬁnancial statements for the ﬁnancial year

ended 31 December 2023 of Glanbia Foods B.V., the Company has guaranteed the liabilities ensuing from legal acts performed by

this subsidiary, including all existing and future debts arising from legal acts performed by the subsidiary from 1 January 2023, but

also from legal acts performed previously, in accordance with and to the extent as set out in section 2:403.1(b and f) of the Dutch Civil

Code. Therefore Glanbia Foods B.V. is exempt from the obligation to publish its statutory ﬁnancial statements and its obligations to ﬁle

statutory ﬁnancial statements has been fulﬁlled by means of the publication of the declaration of consent and the declaration of liability.

Within the scope of beneﬁtting from the exemption related to the ﬁling of the statutory ﬁnancial statements for the ﬁnancial year ended

31 December 2023 of the Luxembourg subsidiary, Glanbia Luxembourg SA, the Company has guaranteed the liabilities of this subsidiary

in respect of any losses or liabilities (as provided by Article 70 (c) of the Luxembourg Law of 19 December 2002 on the register of

commerce and companies and the accounting and annual accounts of undertakings) for the ﬁnancial year ended on 31 December 2023.

This subsidiary avails of the exemption from ﬁling of their statutory ﬁnancial statements, as permitted by Article 70 of the Luxembourg

Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings.

The Group’s ﬁnancial liabilities are guaranteed by the company. Expected credit loss allowance in relation to these guarantees is not

material.

8. Related party transactions

During 2023, dividends of €25.3 million (2022: €26.7 million) were paid to the Society and its wholly owned subsidiaries based on their

shareholding in the Company. Non-Executive Directors fees of nil (2022: €0.2 million) were recharged from the Company to the Society

during 2023.

9. Statutory information

The following table discloses the fees paid or payable to Deloitte Ireland LLP, the statutory auditor:

2023

€m

2022

€m

Statutory audit\* – –

Other assurance services – audit of the Group financial statements 1.2 1.1

Tax advisory services – –

Other non-audit services  – –

1.2 1.1

\*  The audit fee for the Company is €45,000 (2022: €40,000).

Directors’ remuneration is disclosed in the Remuneration Committee Report on pages 126 to 149 and in note 35 of the Group ﬁnancial

statements.

10.  Events after the reporting period

Refer to note 36 of the Group ﬁnancial statements.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Other

#### Information

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

Glanbia plc | Annual Report and Financial Statements 

#### Glossary of non-IFRS performance measures

The Group reports certain performance measures including key performance indicators that are not deﬁned under IFRS but which

represent additional measures used by the Board of Directors and the Glanbia Operating Executive in assessing performance and

for reporting both internally and to shareholders and other external users. The Group believes that the presentation of these non-

IFRS performance measures provides useful supplemental information which, when viewed in conjunction with our IFRS ﬁnancial

information, provides readers with a more meaningful understanding of the underlying ﬁnancial and operating performance of the

Group.

These non-IFRS performance measures may not be uniformly deﬁned by all companies and accordingly they may not be directly

comparable with similarly titled measures and disclosures by other companies. None of these non-IFRS performance measures should

be considered as an alternative to ﬁnancial measures drawn up in accordance with IFRS.

The principal non-IFRS performance measures used by the Group are deﬁned below with a reconciliation of these measures to IFRS

measures where applicable. Please note where referenced “GIS” refers to Group income statement, “GBS” refers to Group balance

sheet, and “GSCF” refers to Group statement of cash ﬂows. EBITA and EBITDA references throughout the annual report are on a pre-

exceptional basis unless otherwise indicated.

The sequencing of the non-IFRS performance measures has been changed in the current year such that related measures are grouped

together. 2022 ﬁnancial information has been restated throughout for presentation in US Dollar. See note 2 of the Group ﬁnancial

statements for further details.

G 1. Revenue

Revenue comprises sales of goods and services to external customers net of value added tax, rebates and discounts.

Reference

2023

Reported

$m

2022

Reported

$m

2022

Constant

currency

$m

Constant

currency

revenue

growth (G 2)

%

Like-for-like

revenue growth

(G 3)

%

Nutritional Solutions Note 4 1,008.5 1,186.8 1,185.5 (14.9%) (12.3%)

US Cheese Note 4 2,621.3 3,044.4 3,044.4 (13.9%) (13.9%)

Glanbia Nutritionals Note 4 3,629.8 4,231.2 4,229.9 (14.2%) (13.4%)

GPN Americas Note 4 1,166.7 1,156.6 1,156.0 0.9% 0.9%

GPN International (including Direct-to-

Consumer) Note 4 628.9 555.9 557.4 12.8% 12.8%

Glanbia Performance Nutrition Note 4 1,795.6 1,712.5 1,713.4 4.8% 4.8%

Revenue Note 5 5,425.4 5,943.7 5,943.3 (8.7%) (8.2%)

G 2. Volume and pricing increase/(decrease)

Volume increase/(decrease) represents the impact of sales volumes within the revenue movement year-on-year, excluding volume from

acquisitions and disposals and the impact of a 53rd week (when applicable), on a constant currency basis.

Pricing increase/(decrease) represents the impact of sales pricing (including trade spend) within revenue movement year-on-year,

excluding acquisitions and disposals, on a constant currency basis.

Reconciliation of volume and pricing increase/(decrease) to constant currency revenue growth:

Volume

increase/

(decrease)

Price

increase/

(decrease)

Acquisitions/

(disposals)

Constant

currency

revenue growth

(G 1)

Nutritional Solutions (3.3%) (9.0%) (2.6%) (14.9%)

US Cheese 0.7% (14.6%) – (13.9%)

Glanbia Nutritionals (0.4%) (13.0%) (0.8%) (14.2%)

Glanbia Performance Nutrition (0.6%) 5.4% – 4.8%

2023 decrease % – revenue (0.5%) (7.7%) (0.5%) (8.7%)

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

G 3. Like-for-like revenue increase/(decrease)

GN and GPN like-for-like total revenue represents the sales increase/(decrease) year-on-year, excluding the incremental revenue

contributions from current year and prior year acquisitions and disposals and the impact of a 53rd week (when applicable), on a

constant currency basis.

GPN like-for-like branded revenue represents the sales increase/(decrease) year-on-year on branded sales, excluding the incremental

revenue contributions from current year and prior year acquisitions and disposals and the impact of a 53rd week (when applicable), on

a constant currency basis. Like-for-like branded revenue increase/(decrease) is one of the GPN segment’s Key Performance Indicators.

Like-for-like branded revenue increase/(decrease) is one of the performance conditions in Glanbia’s Annual Incentive Plan for GPN

Senior Management.

G 4. EBITDA (pre-exceptional)

EBITDA (pre-exceptional) is deﬁned as earnings before interest, tax, depreciation (net of grant amortisation) and amortisation.

Reference

2023

$m

2022

$m

EBITA (pre-exceptional) G 5 424.0 365.7

Depreciation\* Note 5 69.4 71.1

EBITDA (pre-exceptional) G 9.2, G 13 493.4 436.8

\*  Includes depreciation of property, plant and equipment of $49.7 million (2022: $51.3 million) and depreciation of right-of-use assets of $19.7 million (2022: $19.8 million).

G 5. EBITA (pre-exceptional)

EBITA (pre-exceptional) is deﬁned as earnings before interest, tax and amortisation. Business Segment EBITA growth on a constant

currency basis is one of the performance conditions in Glanbia’s Annual Incentive Plan for Senior Management. Refer to note 5 of the

Group ﬁnancial statements for the reconciliation of EBITA (pre-exceptional) to IFRS measures.

Reference

2023

Reported

$m

2022

Reported

$m

2022

Constant

currency

$m

Constant

currency

growth

%

Nutritional Solutions 126.2 135.0 134.5 (6.2%)

US Cheese 42.4 38.8 38.7 9.6%

Glanbia Nutritionals Note 4 168.6 173.8 173.2 (2.7%)

Glanbia Performance Nutrition  Note 4 255.4 191.9 191.0 33.7%

EBITA (pre-exceptional) Note 5 424.0 365.7 364.2 16.4%

G 6. EBITA margin % (pre-exceptional)

EBITA margin % (pre-exceptional) is deﬁned as EBITA (pre-exceptional) as a percentage of revenue. Refer to G 1 and G 5 for revenue and

EBITA (pre-exceptional) respectively.

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Glanbia plc | Annual Report and Financial Statements 

#### Glossary of non-IFRS performance measures continued

G 7. Constant Currency Basic and Adjusted Earnings Per Share (“EPS”)

G . Constant Currency Basic EPS

Basic EPS is an IFRS measure and deﬁned in note 12 of the Group ﬁnancial statements. Basic EPS has also been calculated on a

continuing basis in line with the presentation of continuing and discontinued operations in the GIS. (Loss)/proﬁt after tax in this

performance measure refers to the amount attributable to equity holders of the Company.

Reference

2023

Reported

$m

2022

Reported

$m

2022

Constant

currency

$m

Profit after tax GIS 344.4 271.4 271.4

Loss/(profit) after tax – discontinued operations GIS 3.2 (60.3) (61.9)

Profit after tax – continuing operations G 7. 2 347.6 211.1 209.5

Weighted average number of ordinary shares in issue (thousands) Note 12 266,548 275,761 275,761

Basic EPS (cent) – continuing operations Note 12 130.41 76.55 75.95

Basic EPS (cent) Note 12 129.21 98.40 98.39

Constant currency change – continuing operations 71.7%

Constant currency change 31.3%

G . Constant Currency Adjusted EPS

Adjusted EPS is deﬁned as the proﬁt after tax attributable to the equity holders of the Company, before exceptional items and intangible

asset amortisation and impairment (excluding software amortisation), net of related tax, divided by the weighted average number of

ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares (see note 23). The Group

believes that adjusted EPS provides useful information of underlying performance as it excludes exceptional items (net of related tax)

that are not related to ongoing operational performance and intangible asset amortisation, which allows for comparability of companies

that grow by acquisition to those that grow organically. Adjusted EPS has also been calculated on a continuing basis in line with the

presentation of continuing and discontinued operations in the GIS.

Adjusted EPS growth on a constant currency basis is one of the performance conditions in Glanbia’s Annual Incentive Plan and in Glanbia’s

Long-term Incentive Plan.

Reference

2023

Reported

$m

2022

Reported

$m

2022

Constant

currency

$m

Profit after tax from continuing operations G 7.1 347.6 211.1 209.5

Exceptional (gain)/charge – continuing operations GIS (49.6) 37.7 37.6

Profit after tax from continuing operations (pre-exceptional) 298.0 248.8 247.1

Amortisation and impairment of intangible assets (excluding software

amortisation) net of related tax of $7.8 million (2022: $8.4 million, 2022

constant currency: $8.5 million) – continuing operations 52.1 53.4 53.4

Adjusted net income – continuing operations 350.1 302.2 300.5

(Loss)/profit after tax from discontinued operations GIS (3.2) 60.3 61.9

Exceptional charge/(credit) – discontinued operations GIS 3.2 (60.3) (61.9)

Profit from discontinued operations (pre-exceptional) GIS – – –

Adjusted net income 350.1 302.2 300.5

Weighted average number of ordinary shares in issue (thousands) Note 12 266,548 275,761 275,761

Adjusted EPS (cent) – continuing operations 131.37 109.57 108.98

Adjusted EPS (cent) G 16 131.37 109.57 108.98

Constant currency growth – continuing operations 20.5%

Constant currency growth 20.5%

G 8. Compound annual growth rate (“CAGR”)

The compound annual growth rate is the annual growth rate over a period of years. It is calculated on the basis that each year’s growth is

compounded.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

G 9. Financing Key Performance Indicators

G . Net debt

Net debt is calculated as current and non-current borrowings less cash and cash equivalents. Refer to note 25 of the Group ﬁnancial

statements for net debt at the end of the reporting period.

G . Net debt: adjusted EBITDA

Net debt: adjusted EBITDA is calculated as net debt at the end of the period divided by adjusted EBITDA. Adjusted EBITDA is calculated

in accordance with lenders’ facility agreements deﬁnitions which adjust EBITDA for items such as exceptional items, dividends received

from related parties, acquisitions or disposals and to reverse the net impact on EBITDA as a result of adopting IFRS 16 “Leases”. Adjusted

EBITDA is a rolling 12 month measure (a period of 12 consecutive months determined on a rolling basis with a new 12 month period

beginning on the ﬁrst day of each month).

Reference

2023

$m

2022

$m

Net debt Note 25 248.7 490.0

EBITDA G 4 493.4 436.8

Adjustments in line with lenders’ facility agreements 6.8 (2.7)

Adjusted EBITDA 500.2 434.1

Net debt: adjusted EBITDA Note 30(a) 0.50 times 1.13 times

G . Adjusted EBIT: adjusted net finance cost

Adjusted EBIT: adjusted net ﬁnance cost is calculated as earnings before interest and tax adjusted for the IFRS 16 “Leases” impact on

operating proﬁt plus dividends received from related parties divided by adjusted net ﬁnance cost. Adjusted net ﬁnance cost comprises

ﬁnance costs plus borrowing costs capitalised into assets less adjustments including ﬁnance income/costs on remeasurements of call

options and contingent consideration and interest expense on lease liabilities. Adjusted EBIT and adjusted net ﬁnance cost are rolling 12

month measures (a period of 12 consecutive months determined on a rolling basis with a new 12 month period beginning on the ﬁrst day of

each month).

Reference

2023

$m

2022

$m

Operating profit GIS 392.2 235.6

Exceptional (credit)/charge GIS  (47.8) 51.0

Operating profit (pre-exceptional) GIS 344.4 286.6

Dividends received from related parties GSCF 32.0 15.3

IFRS 16 adjustment – interest expense on lease liabilities Note 10 (2.7) (2.7)

Adjusted EBIT 373.7 299.2

Net finance costs Note 10 12.3 14.7

Adjustments (2.5) 2.9

Adjusted net finance cost 9.8 17.6

Adjusted EBIT: adjusted net finance cost Note 30(a) 38.1 times 17.0 times

G 10. Average interest rate

The average interest rate is deﬁned as the annualised net ﬁnance costs (excluding capitalised borrowing costs, ﬁnance income/costs on

remeasurements of call option and contingent consideration and interest expense on lease liabilities) divided by the average net debt

during the reporting period.

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

Glanbia plc | Annual Report and Financial Statements 

#### Glossary of non-IFRS performance measures continued

G 11. Return on capital employed (“ROCE”)

ROCE is deﬁned as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint

ventures after interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative

intangible asset amortisation and impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities,

retirement beneﬁt assets, cash and acquisition related contingent consideration and contract options. It is calculated by taking the

average of the relevant opening and closing balance sheet amounts. ROCE has also been calculated on a continuing basis in line with

the presentation of continuing and discontinued operations in the GIS.

ROCE is one of the performance conditions in Glanbia’s Long-term Incentive Plan. See Remuneration Committee Report on pages 126 to

149 for more information.

Reference

2023

$m

2022

$m

Operating proﬁt (pre-exceptional) G 9.3 344.4 286.6

Tax on operating proﬁt (48.2) (35.8)

Amortisation and impairment of intangible assets net of related tax of

$12.7m (2022: $12.2m) (pre-exceptional) 66.9 66.9

Share of results of joint ventures accounted for using the equity met

(pre-exceptional) GIS 12.5 16.3

Return – continuing operations 375.6 334.0

(Loss)/proﬁt after tax from discontinued operations GIS (3.2) 60.3

Exceptional charge/(credit) – discontinued operations GIS 3.2 (60.3)

Proﬁt after tax from discontinued operations (pre-exceptional) GIS – –

Return 375.6 334.0

Capital employed before adjustments (a) 3,068.2 3,188.8

Adjustment for acquisitions (b) (23.4) 52.7

Adjustment for joint venture held for sale (b) (65.4) (265.0)

Adjustment for disposal of assets held for sale (b) (9.8) –

Capital employed after adjustments 2,969.6 2,976.5

Average capital employed - continuing operations 3,079.2 3,133.3

Average capital employed 3,079.2 3,133.3

Return on capital employed – continuing operations 12.2% 10.7%

Return on capital employed 12.2% 10.7%

(a) Capital employed before adjustments

Reference

2023

$m

2022

$m

Total assets GBS 3,799.1 4,117. 2

Current liabilities GBS (880.5) (1,188.0)

Deferred tax liabilities GBS (137.9) (138.3)

Less: cash and cash equivalents GBS (413.7) (467.9)

Less: current ﬁnancial liabilities (borrowings) GBS 108.9 275.4

Less: acquisition related liabilities Note 28 – 27.0

Less: short term lease liabilities GBS 20.1 19.0

Less: retirement beneﬁt assets GBS (8.2) (3.2)

Plus: accumulated amortisation and impairment Note 16 580.4 547.6

Capital employed before adjustments 3,068.2 3,188.8

(b) Adjustment for acquisitions, joint ventures and assets held for sale

In years where the Group makes signiﬁcant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the

acquisition or disposal are equally time apportioned in the numerator and the denominator. For information on acquisitions and assets

held for sale, refer to notes 34 and 33 respectively.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

G 12. Cash ﬂow Key Performance Indicators

G . Operating cash flow

Operating cash ﬂow is deﬁned as EBITDA (pre-exceptional) net of business sustaining capital expenditure and working capital

movements, excluding exceptional cash ﬂows.

Reconciliation of operating cash ﬂow to cash generated from operating activities before exceptional items:

Reference

2023

$m

2022

$m

Cash generated from operating activities before exceptional items GSCF 491.4 413.6

Less: business sustaining capital expenditure G 20(b) (22.5) (20.4)

Non-cash items not adjusted in computing operating cash ﬂow:

– Cost of share-based payments Note 32(a) (24.5) (19.8)

– Dierence between pension charge and cash contributions Note 32(a) 2.7 0.5

– Other items (1.2) 0.4

Operating cash ﬂow G 13 445.9 374.3

G . Free cash flow

Free cash ﬂow is calculated as the net cash ﬂow in the year before the following items: strategic capital expenditure, dividends paid to

Company shareholders, loans/investments in related parties, exceptional costs paid, payment for acquisition of subsidiaries, proceeds

received on disposals, purchase of own shares under share buyback. Refer to G 12.1 and G 13 for the reconciliation of free cash ﬂow to

GSCF.

G 13. Summary cash ﬂow

The summary cash ﬂow is prepared on a dierent basis to the Group statement of cash ﬂows and as such the reconciling items

between EBITDA and net debt movement may dier from amounts presented in the Group statement of cash ﬂows. The summary

cash ﬂow details movements in net debt while the Group statement of cash ﬂow details movements in cash and cash equivalents. The

reconciliations of various reconciling items in the summary cash ﬂow to IFRS information are presented separately in G 20 for a clear

presentation of information.

Reference

2023

$m

2022

$m

EBITDA (pre-exceptional) G 4 493.4 436.8

Movement in working capital (pre-exceptional) G 20(a) (25.0) (42.1)

Business sustaining capital expenditure G 20(b) (22.5) (20.4)

Operating cash ﬂow G 12.1 445.9 374.3

Net interest and tax paid G 20(c) (51.8) (85.7)

Dividends received from related parties GSCF 32.0 15.3

Payments of lease liabilities GSCF (19.9) (17.4)

Other outﬂows G 20(d) (16.4) (3.5)

Free cash ﬂow 389.8 283.0

Strategic capital expenditure G 20(b) (51.7) (52.1)

Dividends paid to Company shareholders GSCF (97.2) (88.9)

Loans/investment in related parties G 20(e) 67.8 (19.2)

Purchase of own shares under share buyback G 20(f) (108.7) (182.8)

Exceptional cash paid G 20(g) (13.5) (22.4)

Proceeds from sale of property, plant and equipment GSCF – 3.6

Acquisitions/disposals G 20(h) 59.8 279.0

Net cash ﬂow 246.3 200.2

Exchange translation Note 25 (5.5) (8.6)

Cash acquired on acquisition Note 25 0.5 1.0

Net debt movement 241.3 192.6

Opening net debt Note 25 (490.0) (682.6)

Closing net debt Note 25 (248.7) (490.0)

G 14. Operating cash conversion

Operating cash conversion is deﬁned as Operating Cash Flow divided by EBITDA (pre-exceptional). Cash conversion is a measure of

the Group’s ability to convert adjusted trading proﬁts into cash and is an important metric in the Group’s working capital management

programme. The measure is a key element of Executive Director and senior management remuneration.

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

Glanbia plc | Annual Report and Financial Statements 

#### Glossary of non-IFRS performance measures continued

G 15. Eective tax rate

The eective tax rate is deﬁned as the pre-exceptional income tax charge divided by the proﬁt before tax less share of results of joint

ventures.

Reference

2023

$m

2022

$m

Proﬁt before tax – continuing operations GIS 392.4 237.4

Exceptional (credit)/charge GIS  (47.8) 43.7

Proﬁt before tax (pre-exceptional) – continuing operations GIS 344.6 281.1

Less share of results of joint ventures (pre-exceptional) GIS (12.5) (16.3)

332.1 264.8

Income tax GIS 44.7 27.1

Exceptional tax credit GIS 1.8 6.0

Income tax (pre-exceptional) GIS 46.5 33.1

Eective tax rate 14.0% 12.5%

G 16. Dividend payout ratio

Dividend payout ratio is deﬁned as the US Dollar equivalent annual dividend per ordinary share divided by the Adjusted EPS. US Dollar

equivalent dividend is based on the actual dividend recommendation/payment in Euro, retranslated to US Dollar at the average

exchange rate in the year. The dividend payout ratio provides an indication of the value returned to shareholders relative to the Group’s

total earnings.

Reference 2023 2022

Adjusted EPS G 7. 2 $ 131.37c $ 109.57c

Dividend recommended/paid per ordinary share in Euro € 35.43c € 32.21c

Equivalent US Dollar dividend translated at average rate for the year $ 38.32c $ 33.93c

Dividend payout ratio 29.2% 31.0%

G 17. Total shareholder return (“TSR”)

TSR represents the change in the capital value of a listed quoted company over a period, plus dividends reinvested, expressed as a

plus or minus percentage of the opening value. TSR is one of the performance conditions in Glanbia’s Long-term Incentive Plan. See

Remuneration Committee Report on pages 126 to 149 for more information.

G 18. Exceptional items

The deﬁnition of exceptional items and the analysis of exceptional items is disclosed in note 2 and note 6 of the Group ﬁnancial

statements respectively.

G 19. Constant currency

While the Group reports its results in US Dollar, it generates a proportion of its earnings in currencies other than US Dollar, in particular

Euro. Constant currency reporting is used by the Group to eliminate the translational eect of foreign exchange on the Group’s results.

To arrive at the constant currency year-on-year change, the results for the prior year are retranslated using the average exchange rates

for the current year and compared to the current year reported numbers. The principal average exchange rates used to translate results

for 2023 and 2022 are outlined in note 2 of the Group ﬁnancial statements.

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

Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

G 20. Cash ﬂow items

This section presents reconciliations of various reconciling items in the summary cash ﬂow (G 13) to IFRS information.

(a) Movement in working capital

Reference

2023

$m

2022

$m

Movement in working capital Note 32(b) (47.7) (60.9)

Net write down of inventories (pre-exceptional) Note 32(a) 18.4 14.3

Non-cash movement in allowance for impairment of receivables Note 32(a) (3.8) 0.4

Non-cash movement in provisions Note 32(a) 7.4 1.0

Non-cash movement on cross currency swaps Note 32(a) 0.7 2.7

Other reconciling items – 0.4

Movement in working capital (pre-exceptional) G 13 (25.0) (42.1)

(b) Capital expenditure

Business sustaining capital expenditure: the Group deﬁnes business sustaining capital expenditure as the expenditure required to

maintain/replace existing assets with a high proportion of expired useful life. This expenditure does not attract new customers or

create the capacity for a bigger business. It enables the Group to keep operating at current throughput rates but also keep pace with

regulatory and environmental changes as well as complying with new requirements from existing customers.

Strategic capital expenditure: the Group deﬁnes strategic capital expenditure as the expenditure required to facilitate growth and

generate additional returns for the Group. This is generally expansionary expenditure beyond what is necessary to maintain the Group’s

current competitive position.

Reference

2023

$m

2022

$m

Business sustaining capital expenditure G 13 (22.5) (20.4)

Strategic capital expenditure G 13 (51.7) (52.1)

Total capital expenditure (74.2) (72.5)

Reconciliation of capital expenditure to GSCF:

Reference

2023

$m

2022

$m

Purchase of property, plant and equipment GSCF (42.0) (33.4)

Purchase of intangible assets  GSCF (32.2) (39.1)

Total capital expenditure per the GSCF (74.2) (72.5)

(c) Net interest and tax paid

Reference

2023

$m

2022

$m

Interest received GSCF 10.7 1.6

Interest paid (including interest expense on lease liabilities) GSCF (22.0) (24.4)

Tax paid GSCF (40.5) (62.9)

Net interest and tax paid G 13 (51.8) (85.7)

(d) Other inflows/(outflows)

Reference

2023

$m

2022

$m

Cost of share-based payments Note 32(a) 24.5 19.8

Dierence between pension charge and cash contributions Note 32(a) (2.7) (0.5)

Loss on disposal of property, plant and equipment Note 32(a) 1.2 0.4

Purchase of own shares by Employee Share (Scheme) Trust Note 23(d) (39.4) (24.6)

Proceeds from disposals/redemption of FVOCI ﬁnancial assets GSCF – 0.4

Proceeds on sale of shares held by subsidiary GSCF – 1.8

Non-cash movement on disposal of leases Note 32(a) – (0.4)

Other reconciling items – (0.4)

Total other outﬂows G 13 (16.4) (3.5)

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

Glanbia plc | Annual Report and Financial Statements 

G 20. Cash ﬂow items continued

(e) Loans/investments in related parties

Reference

2023

$m

2022

$m

Loans advanced to Glanbia Cheese\* GSCF (3.5) (49.5)

Proceeds on repayment of loans advanced to Glanbia Cheese

Proceeds on repayments of loans advanced to Tirlán Ltd

GSCF

GSCF

71.3

–

–

30.3

Total loans/investments in related parties G 13 67.8 (19.2)

\*  Comprised Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively referred to as “Glanbia Cheese”) which are now named Leprino Foods Limited and

Leprino Foods EU Limited respectively (collectively referred to as “Leprino Foods”).

(f) Purchase of own shares

Reference

2023

$m

2022

$m

Purchase of own shares under share buyback G 13 (108.7) (182.8)

Purchase of own shares by Employee Share (Scheme) Trust G 20(d) (39.4) (24.6)

Total purchase of own shares GSCF (148.1) (207.4)

(g) Exceptional cash paid

Reference

2023

$m

2022

$m

Cash outﬂow related to exceptional items – operating activities GSCF (11.8) (13.6)

Cash outﬂow related to exceptional items – investing activities GSCF (1.7) (8.8)

Total exceptional cash paid G 13 (13.5) (22.4)

(h) Acquisitions/disposals

Reference

2023

$m

2022

$m

Proceeds from disposal of Glanbia Cheese (exceptional)

Proceeds from disposal of assets and liabilities held for sale (exceptional)

Proceeds from disposal of Tirlán Ltd

GSCF

GSCF

GSCF

123.4

8.6

–

–

–

339.3

Payment for acquisition of subsidiaries GSCF (71.9) (60.3)

Payment for acquisition of NCI GSCF (0.3) –

Total acquisitions/disposals G 13 59.8 279.0

#### Glossary of non-IFRS performance measures continued

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

#### Shareholder information

#### Stock exchange listings

The Company’s shares are listed on the main market of the Euronext Dublin Stock Exchange as well as having a premium listing on the

main market of the London Stock Exchange.

#### Managing your shareholding

Computershare Investor Services (Ireland) Limited (“Computershare”) maintains the Company’s register of members. Should a

shareholder have any queries in respect of their shareholding, they should contact Computershare directly using the contact details

provided below:

Contact details:

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland. Telephone number

01 247 5349 (within Ireland), +353 1 247 5349 (outside Ireland), or by logging on to: www.investorcentre.com/ie/contactus.

2023 2022

Share price data € €

Share price as at financial year end 14.91 11.92

Market capitalisation as at financial year end 3,952.2m 3,245.7m

Share price movements during the year:

– high 16.04 13.00

– low 11.12 9.98

The current share price of Glanbia plc ordinary shares can be accessed at: https://www.glanbia.com/investors/share-price-

information/detailed-share-price.

#### Shareholder analysis

Geographic Location\*

Number of

shares held % of total

Institutional

Ireland 158,396,192 59.8

North America 42,822,279 16.2

EU excluding Ireland 37,981,777 14.3

UK 23,037,610 8.7

Rest of World / Other\*\* 2,833,675 1.0

\*  This represents a best estimate of the number of shares held by geographic locations at 30 December 2023.

\*\*  Rest of World / Other includes shareholders outside of the European Union, North America and the UK as well as shareholders below the geographical threshold.

Ireland - .%

North America – .%

EU excluding Ireland– .%

UK - .%

Rest of World / Other - %

#### Share capital

The authorised share capital of the Company at 30 December 2023 was 350,000,000 ordinary shares at €0.06 each. The issued share

capital at 30 December 2023 was 265,071,533 ordinary shares of €0.06 each.

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Glanbia plc | Annual Report and Financial Statements 

#### Shareholder information continued

#### Substantial Shareholdings

The table below details the major shareholdings (3% or more) in the Company’s ordinary share capital that has been disclosed to the

Company at 30 December 2023 and 20 February 2024 (the latest practicable date prior to the signing of the Financial Statements) in

accordance with the requirements of Regulation 14 of the Transparency (Directive 2004/109/EC) Regulations 2007 and Rule 13 of the

Central Bank (Investment Market Conduct) Rules 2019.

Shareholder

No. of ordinary

shares as at

30 December

2023

% of issued

share capital as

at 30 December

2023

Tirlán Co-operative Society Limited 75,537,305 28.50

Franklin Mutual Advisors, LLC 10,776,688 4.07

Shareholder

No. of ordinary

shares as at

20 February

2024

% of issued

share capital as

at 20 February

2024

Tirlán Co-operative Society Limited 75,537,305 28.50

Franklin Mutual Advisors, LLC 10,776,688 4.07

#### Employee share schemes

The Company operates a number of employee share schemes. At 30 December 2023, 2,368,126 ordinary shares were held in employee

beneﬁt trusts for the purpose of the Group’s employee share schemes. While any shares in the Company are held by the Trustees, the

Trustees shall refrain from exercising any voting rights which may attach to the shares save that if the beneﬁcial interest in any share has

been vested in any beneﬁciary the Trustees shall seek and comply with any direction from such beneﬁciary as to the exercise of voting

rights attaching to such shares.

#### Dividend payments direct to your bank account

An interim dividend of 14.22 cent per share was paid in respect of ordinary shares on 6 October 2023.

Subject to shareholders’ approval, a ﬁnal dividend of 21.21 €cent per share will be paid in respect of ordinary shares on 03 May 2024 to

shareholders on the register of members on 22 March 2024. All dividend payments will be made by direct credit transfer into a nominated

bank or ﬁnancial institution. If a shareholder has not provided their account details prior to the payment of the dividend, a shareholder

will be sent the normal tax voucher advising a shareholder of the amount of their dividend and that the amount is being held because

their direct credit transfer instructions had not been received in time. A shareholder’s dividends will not accrue interest while they are

held. Payment will be transferred to a shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.

Historically, dividends were paid in sterling to shareholders whose address, according to the Company’s share register, is in the UK (unless

they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is applied to all new shareholders

who come on to the Company’s share register, regardless of their registered address. Where an existing shareholder holds shares in

certiﬁcated (i.e. paper) form and has previously received sterling because their registered address is in the UK or because they have

previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All other shareholders will from

15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those shareholders who hold their

shares in uncertiﬁcated (i.e. dematerialised) form).

Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends

electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the

operators of these systems form time to time.

Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is entitled

to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the standard

rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain Irish companies,

trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies of the exemption

form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from dividends in cases where

a properly completed form has not been received by the market deadline for the dividend. Individuals who are resident in Ireland for tax

purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the shares will need to contact the

intermediary through whom the shares are held in order to ascertain arrangements for tax relief to be applied at source.

Electronic copies of current and past annual and half-yearly reports can be downloaded from the Glanbia website. Current and historic

share prices, news, updates and presentations may also be obtained. Shareholders may also register to receive future shareholder

communications electronically.

Shareholders may visit: https://www.glanbia.com/investors/shareholder-information for up-to-date investor information.

#### Electronic communications

The Transparency (Directive 2004/109/EC) Regulations 2007 recognises the growing importance of electronic communications. The

Group, therefore, provides documentation and communications to all shareholders via our website unless a shareholder has speciﬁcally

elected to receive a hard copy.

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Glanbia plc | Annual Report and Financial Statements 

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Using electronic communications enables fast receipt of documents, helps the environment by signiﬁcantly reducing the amount of

paper used to communicate with shareholders and reduces associated printing, mailing and distribution costs.

Shareholders who hold their shares in certiﬁcated form can also vote online for the next Annual General Meeting (“AGM”) via:

www.eproxyappointment.com. Holders of CREST Depository Interests (“CDIs”) and/or participants of Euroclear Bank SA/NV (“Euroclear

Bank”) system should refer to the voting arrangements with Euroclear Bank on page 264.

#### Financial calendar

Announcement of 2023 Full Year Results 28 February 2024

Ex-dividend date 21 March 2024

Record date for dividend 22 March 2024

Expected latest time for return of voting instructions by CDI holders 25 April 2024

Record date for AGM 27 April 2024

Latest time for return of voting instructions by Euroclear Bank participants 29 April 2024

Latest time for return of voting instructions by holders of certiﬁcated shares  29 April 2024

AGM 01 May 2024

Dividend payment date 03 May 2024

#### AGM

The AGM will be held on 01 May 2024. The notice of meeting, together with details of the business to be conducted at the meeting will be

available 20 business days before the meeting on: www.glanbia.com/agm

The voting results for the 2024 AGM, including proxy votes and votes withheld will be available on our website shortly after the meeting at

the following address: www.glanbia.com/agm

#### Conditions for participating in a meeting

Every shareholder, irrespective of how many Glanbia plc shares they hold, has the right to attend, speak, ask questions and vote at the

AGM. Completion of a proxy form will not aect a shareholder’s right to attend, speak, ask questions and vote at the meeting in person.

The quorum for a general meeting of the Company is constituted by two persons entitled to vote upon the business of the meeting, each

being a shareholder or a proxy or corporate representative for a shareholder.

The right to participate in the AGM is subject to the registration of the shares prior to the date of the meeting (the record date). For the

2024 AGM the record date is to be determined in accordance with sections 1087G and 1105 of the Companies Act 2014.

#### Appointment of proxy

Where a shareholder is unable to attend the AGM in person, a proxy (or proxies) may be appointed to attend, speak, ask questions

and vote on their behalf. For this purpose a form of proxy is posted to all shareholders. Copies of these documents may be requested

by telephoning the Company’s Registrar on 01 247 5349 (within Ireland), 00353 1 247 5349 (outside Ireland), or by logging on to www.

investorcentre.com/ie/contactus or by writing to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House,

Kilkenny, Ireland.

Alternatively, a shareholder may appoint a proxy electronically, by visiting: www.eproxyappointment.com and submitting their proxy

details. They will be asked to enter the Control Number, the Shareholder Reference Number (“SRN”) and PIN and agree to certain terms

and conditions. The Control Number, the SRN and the PIN can be found on the top of the form of proxy.

#### How to exercise shareholders’ rights

Shareholders have several ways to exercise their right to vote at the AGM:

•  by attending the AGM in person;

•  by submitting a validly completed proxy form appointing the chair of the meeting or another person as a proxy to vote on their behalf;

•  by visiting www.eproxyappointment.com and submitting their proxy details;

•  via the Broadridge global proxy voting service if you hold CDIs via CREST;

•  EB Participants may send electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or

•  EB Participants may send a proxy voting instruction to Euroclear Bank to appoint a third party (i.e. other than Euroclear Nominees

Limited or the chairman of the meeting) to attend and vote at the AGM.

In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the

exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names

stand in the register of members.

The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a

special resolution requires at least 75% of the votes cast to be in favour of the resolution.

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

Glanbia plc | Annual Report and Financial Statements 

#### Shareholder information continued

#### Voting Arrangements with Euroclear Bank

If you hold your interests in the Company’s ordinary shares through a participant account in the Euroclear Bank System you can either send:

•  electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or

•  a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees or the chair of the AGM), subject

to any Covid-19 restrictions, to attend and vote at the AGM;

If you hold your interests in the Company’s ordinary shares as CDIs through CREST you can either send:

•  electronic voting instructions to Euroclear Bank via Broadridge Financial Solutions Limited (“Broadridge”); or

•  appoint a proxy via the Broadridge Global Proxy Voting service.

Persons who hold their interests in the Company’s ordinary shares as Belgian law rights through the Euroclear Bank System or as CDIs

should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and

timelines for submitting proxies and voting instructions for the AGM through the respective systems. For voting services oered by

custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

#### Tabling agenda items

A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the

right to put an item on the agenda of the AGM. In order to exercise this right, written details of the item to be included on the 2024 AGM

agenda together with a written explanation why the item is to be included on the agenda and evidence of the shareholding must be

received by the Group Secretary at Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to groupsecretary@glanbia.ie no later than

20 March 2024 (i.e. 42 days before the AGM).

An item cannot be included on the AGM agenda unless it is accompanied by the written explanation and received at either of these

addresses by this deadline.

#### Tabling draft resolutions

A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right

to table a draft resolution for inclusion on the agenda of the 2024 AGM subject to any contrary provision in company law.

In order to exercise this right, the text of the draft resolution and evidence of shareholding must be received no later than 20 March 2024

(i.e. 42 days before the AGM) by post to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House, Kilkenny,

Ireland or by email to groupsecretary@glanbia.ie. A resolution cannot be included on the 2024 AGM agenda unless it is received at

either of these addresses by this deadline. Furthermore, shareholders are reminded that there are provisions in company law which

impose other conditions on the right of shareholders to propose resolutions at the general meeting of a company.

#### How to ask a question before or at the meeting

The AGM is an opportunity for shareholders to put a question to the Group Chairman during the question and answer session. Before the

2024 AGM, a shareholder may also submit a question in writing by sending a letter and evidence of shareholding at least four business

days before the 2024 AGM (i.e. 25 April 2024) to the Group Secretary and Head of Investor Relations, Glanbia plc, Glanbia House,

Kilkenny, Ireland or by email to groupsecretary@glanbia.ie.

#### Dividend rights

The Company may, by ordinary resolution, declare dividends in accordance with the respective rights of shareholders, but no dividend

shall exceed the amount recommended by the Directors. The Directors may also declare and pay interim dividends if it appears to them

that the interim dividends are justiﬁed by the proﬁts of the Company available for distribution.

#### Distribution on winding up

If the Company shall be wound up and the assets available for distribution among shareholders shall be insucient to repay the whole

of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne

by shareholders in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held

by them respectively. Further if, in a winding up, the assets available for distribution among shareholders shall be more than sucient

to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be

distributed among shareholders in proportion to the capital at the commencement of the winding up paid up or credited as paid up on

the said shares held by them respectively.

#### Dematerialisation

Under the EU Central Securities Depositories Regulation (EU) 909/2014 (“CSDR”), there is a requirement for all securities in Irish issuers

which are admitted to trading or traded on trading venues in the European Economic Area to be represented in book-entry form by

1 January 2025. Book-entry form means an electronic record of ownership such as an entry in an electronic register, without the need

for any further document, such as a share certiﬁcate, to be issued to a shareholder to evidence share ownership. In accordance with

CSDR, from 1 January 2023, all new issues of shares in the Company must be held in book entry form, with all remaining shares to be held

in book-entry by 1 January 2025. Therefore, share certiﬁcates for shareholders who currently hold their shares in certiﬁcated form will

remain valid until 1 January 2025.

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

Glanbia plc | Annual Report and Financial Statements 

Group Secretary and Registered Office

Group Secretary and Head of Investor Relations

Glanbia plc

Glanbia House

Kilkenny

R95 E866

Ireland

Stockbrokers

Davy Stockbrokers

49 Dawson Street

Dublin 2

Ireland

Morgan Stanley & Co International plc

20 Bank Street

Canary Wharf

Floor 08

London, E14 4AD

United Kingdom

Barclays Bank plc

1 Churchill Place

Canary Wharf

London, E14 5HP

United Kingdom

Auditor

Deloitte Ireland LLP

Deloitte & Touche House

Earlsfort Terrace

Dublin 2

Ireland

Solicitors

Arthur Cox

10 Earlsfort Terrace

Dublin 2

Ireland

Pinsent Masons

3 Colmore Circus

Birmingham B4 6BH

United Kingdom

Principal Bankers

Allied Irish Banks, plc

The Governor and Company of the Bank of Ireland

Barclays Bank Ireland plc

Danske Bank A/S, Irish Branch

Coöperatieve Rabobank U.A.

Citibank N.A., London Branch

BNP Paribas S.A, Dublin Branch

HSBC Continental Europe

Registrar

Computershare Investor Services (Ireland) Limited

3100 Lake Drive

Citywest Business Campus

Dublin 24

Ireland

#### Contacts

![]()

Glanbia plc | Annual Report and Financial Statements 2023

#### GLANBIA PLC

Glanbia House

Kilkenny

Ireland

R95 E866

Tel: +353 56 777 2200

Email: ir@glanbia.ie

WWW.GLANBIA.COM