Annual Report 2024

Strategic report

1 Introduction

3 Chairman’s Statement

5 Chief Executive’s Statement

8 Our strategy and business model

12 Key performance indicators

14 Operating review

14 Retail

22 Grocery

28 Ingredients

34 Sugar

40 Agriculture

44 Financial review

48 Section 172 and our stakeholders

54 Responsibility

66 Climate-related Financial Disclosures (‘TCFD’)

78 Principal risks and uncertainties

87 Viability statement and goingconcern

Governance

88 Chairman’s introduction

90 Board of Directors

92 Corporate governance matters

111 Directors’ Remuneration Report

128 Directors’ Report

131 Statement of directors’ responsibilities

132 Independent Auditor’s Report

140 Independent Assurance Statement

Financial statements

142 Consolidated income statement

143 Consolidated statement

ofcomprehensiveincome

144 Consolidated balance sheet

145 Consolidated cash flow statement

146 Consolidated statement ofchanges in equity

148 Material accounting policies

154 Accounting estimates andjudgements

155 Notes forming part of

thefinancialstatements

211 Company financial statements

218 Progress report

219 Glossary

220 Company directory

Progress made in 2024

Group revenue

£20.1bn

(2023: £19.8bn)

Adjusted operating profit*

£1,998m

(2023: £1,513m)

Gross investment*

£1,281m

(2023: £1,171m)

Basic earnings per share

193.7p

(2023: 134.2p)

Operating profit

£1,932m

(2023: £1,383m)

Profit before tax

£1,917m

(2023: £1,340m)

Adjusted profit before tax*

£1,957m

(2023: £1,473m)

Adjusted earnings per share*

196.9p

(2023: 141.8p)

Net cash before lease

liabilities*

£1,044m

(2023: £895m)

Net debt including lease

liabilities*

£2,021m

(2023: £2,265m)

Return on average capital

employed* (‘ROACE’)

18.1%

(2023: 13.6%)

Dividends per share

(including special dividend)

90.0p

(2023: 60.0p)

Women in the workforce

57%

(2023: 55%)

Number of employees

andnumber of countries

138,000 / 56

(2023: 133,000 / 55)

ABF Group scope 1 & 2

2,868 kt

(2023: 2,834 kt)

Primark number of stores

and selling space

451 / 18.8m sq ft

(2023: 432 / 18.2m sq ft)

* Alternative Performance Measures (APMs) as defined on pages 206 to 210.

Front cover images:

Primark’s store on

Wenceslas Square,

Prague; and a farm

inthe Primark Cotton

Project inIndia

Our purpose is to provide safe, nutritious

and affordable food, and clothing that is great

value for money.

We take a long-term, patient approach to drive

sustainable growth and cash generation across

our portfolio of food and retail businesses to

create value for all stakeholders.

This aligns with our approach to sustainability

and sustainable supply chains, where we

focus on what matters and where we can

make a difference.

This year, we have continued to invest across

the Group to deliver on these aims.

Investing for

tomorrow

Delivering

today

Associated British Foods plc | 1 | Annual Report 2024

This year all our material responsibility disclosures

areincluded in this report. For detailed information

relating toour responsibility activities during 2024,

please visit our website www.abf.co.uk

A Jordan

s Farm

Partnership farm

inHampshire, UK

Retail

Primark is a fast-growing, international

value retailer. It is one of the largest

andfastest-growing clothing retailers

inEurope, the market leader by volume

inthe UK and has a growing presence in

the US. It has 451stores in 17 countries

and more than82,000 colleagues.

Revenue

£9,448m

47%

(2023: £9,008m)

Adjusted operating profit

£1,108m

55%

(2023: £735m)

Read more on page 40

Our operating businesses

Associated British Foods plc | 2 | Annual Report 2024

The Group delivered significant

growth in margin and profit in this

financial year as inflation eased

and market conditions stabilised

after the disruption of recent years.

The year also brought an increase in revenue as a resultofgood

growth in sales at Primark and many of our food businesses.

Group revenue increased accordingly to £20.1bn, 4% higher

thanthe previous year atconstant currency and 2% higher

atactual exchange rates.

Primark’s sales increased due to its rollout of new stores

inbothEurope and the US and consistent focus on its value

proposition. InGrocery, both our leading international brands and

our US-focused brands performed well with astute marketing

and notable new product launches. Our yeast and bakery

ingredients business, AB Mauri, delivered higher sales in

Ingredients, while Sugar sales were strong against a previous

year impacted by poor growing conditions in the UK. Sales

inAgriculture fell due tosoft market demand.

This margin improvement across the Group followed the

restoration of some normality inour markets and good execution

by our businesses. It was particularly pronounced at Primark

where supply chain costs fell year-on-year following the previous

year’s decision not to pass the full cost ofinflation on to the

customer. Similarly, lower input costs supported higher margins

in Grocery and in Ingredients. Sugar profitability was also well

ahead on much improved year-on-year production in the UK

despite lower European prices impacting performance as the

financial year closed. Improved margin inAgriculture offset

lowerrevenues.

The strong margin led to a substantial year-on-year increase

inGroup adjusted operating profit to £1,998m, an increase over

the previous year of 32% at actual exchange rates and 38%

atconstant currency. Adjusted profit before tax rose 33%

to£1,957m and adjusted earnings per share increased

by39%to 196.9p.

Gross investment increased 9% to £1.3bn as we invested further

in both Primark and our food businesses. Primark’s investments

were centred not only on new stores but also on technology

toimprove capabilities needed to drive growth. Wealso invested

inenhanced production capacity for our Australian bread business,

for our enzymes and yeast extraction plants in our specialty

ingredients division, and for our Tanzanian sugar business

expansion. Wecompleted some modest acquisitions in the

year,principally for our Grocery and Ingredients businesses.

Capital structure and shareholder returns

Our capital allocation policy is for the Group’s financial leverage,

expressed as the ratio of total net debt including lease liabilities

to adjusted EBITDA, to be well under 1.5 times whilst financial

leverage consistently below 1.0 times may indicate a surplus

capital position. Surplus capital may be returned to shareholders

by special dividends or share buybacks.

During the financial year we continued our share buyback

programmes. We completed the outstanding amount from

ourfirst £500m share buyback programme commenced in the

previous financial year. We subsequently initiated our second

£500m share buyback programme in November 2023, which we

completed in August 2024. We then extended this programme

by a further £100m, which is now complete.

CHAIRMAN’S STATEMENT

Investing for tomorrow

Delivering today

Associated British Foods plc | 3 | Annual Report 2024

The Group had very strong free cashflow in the year,

generating£1,355m. Therefore, at the end of the financial year

the financial leverage ratio was 0.7x times. The Group continues

to prioritise investment in its businesses and we expect to

maintain investment in the medium term at a level in line with

last year’s level. Nevertheless, given the outlook for the Group,

the strength ofthe balance sheet and the underlying cash

generation of the business, the Board has decided to continue to

return additional capital to shareholders. Therefore, the Group

will continue with abuyback programme, targeting anadditional

amount of £500m over the next 12 months.

In addition, the Group is declaring a special dividend of 27.0p

pershare. The Board is proposing a final dividend of 42.3p per

share, which together with the special dividend will be paid on

10January 2025 to shareholders on the register on 13December

2024. Taken with the interim dividend of 20.7p per share, the

total dividend equates to 90.0p per share, an increase of 50%

onthe total dividend of 60.0p in 2023.

Our commitment to good business

The Board has ultimate responsibility for overseeing business

practices and this Group has a clear sense of social purpose.

Wework hard to provide safe, nutritious and affordable food

andgood quality, affordable clothing to millions of customers

worldwide every day. Only if we do these well should we

makea profit. So our approach to ESG and supplychains is

aligned to our long-term and patient approach tovalue creation.

This year we made further good progress on decarbonising

Sugar in the UK. We completed further improvements to water

treatment at our yeast and bakery ingredients business. Primark

also made significant progress in reducing its environmental

footprint as well as helping its suppliers work towards the same

objective. We are very clear in our approach to sustainability,

focusing onwhat matters, doing what needs to be done on

reporting butbalancing this with obtaining an acceptable

commercial return.

Board

In a year notable for Board succession planning, I would like

tostart by thanking Wolfhart Hauser for his wise and perceptive

counsel. Wolfhart stepped down on 18January 2024 after nine

years onthe Board and his service to the Company was much

appreciated. Kumsal Bayazit Besson joined as a non-executive

director on 1December 2023 and was duly appointed a member

of the Audit and Remuneration Committees.

More recently we welcomed Loraine Woodhouse as a

non-executive director with effect from 1October 2024. Loraine

brings extensive experience of financial disciplines in retail,

foodand property. She became a member of the Audit and

Remuneration Committees on appointment and will chair the

Audit Committee from 24April 2025 when Richard Reid reaches

nine years’ tenure as a non-executive director.

Outlook

Primark is targeting mid-single digit sales growth in 2025 as we

continue to execute our store rollout programme in our growth

markets in Europe and the US and to focus on like-for-like sales

growth in our more mature markets. This will be supported by

investment in initiatives across product, digital and brand. We

expect adjusted operating margin to remain broadly in line with

this year’s level, as gross margins stabilise and we step up

investment to drive sustainable growth. Over the medium and

long term, we continue to have significant white space

opportunities in our growth markets. We are targeting our store

rollout programme to contribute around 4% to 5% per annum to

Primark's total sales growth for the forseeable future.

In Grocery, we will continue to drive sales momentum,

underpinned by increased marketing investment. As expected,

the strong performance in our US-focused businesses during

2024 began to normalise towards the end of the year and we

expect to see the full year effect in 2025. In Ingredients, we

expect continued growth in yeast and bakery ingredients and

improved growth in speciality ingredients.

In Sugar, as previously announced, we expect the reduction in

European sugar pricing in Q4 2024 to impact performance in our

sugar business significantly in 2025, with adjusted operating

profit for the overall Sugar segment expected to be in the range

of £50m to £75m. However, we expect profitability to recover in

2026 to be more in line with 2024, as a result of the lower beet

prices that have been contracted and a rebalancing of supply and

demand in the market. In Agriculture, we expect some

improvement, particularly as our grain trading business recovers

in the UK.

The Group is well positioned for the medium term, supported by

strong cash generation and good momentum in our Retail and

food businesses.

Michael McLintock

Chairman

CHAIRMAN’S STATEMENT CONTINUED

Associated British Foods plc | 4 | Annual Report 2024

“We are very clear in our approach

to sustainability, focusing on what

matters, doing what needs to be

done on reporting but balancing

this with obtaining an acceptable

commercial return.”

This has been a year of very

significant progress both

operationally and financially with

new records set for profits, free

cashflow, and capital investment.

It was particularly pleasing that

four of five divisions grew

profits,and all five made good

strategicprogress.

Of course, some of this strong performance was due toareturn

to something like normality in our markets and supplychains,

and by inflation easing which in turn supported adistinctif fragile

improvement in consumer behaviour. Self-help contributed too,

with our steadily increasing levels of investment funding more

research and development, more digital and technology

innovation, and more marketing as well as physical capital

expenditure in production capacity and efficiencies.

That said, the outturn came with a sting in the tail as the year

came to close: short-term volatility in European sugar prices is

taking its toll on the profitability of the European sugar industry

and we are not exempt from that. We expect this impact to be

relatively short-lived and our sugar businesses and the Group

asa whole remain very well positioned.

So, Group revenue increased to £20.1bn, 4% higher than

theprevious year on a constant currency basis. Adjusted

operating profit increased to £1,998m, higher by 38% than

theprevious year. Adjusted earnings per share increased 39%

to196.9p. Gross investment was £1.3bn.

Last year I noted that we had more to do to rebuild Group

margins and we have made very good progress. We are

nowback to margins that are higher than those we saw in

pre-pandemic times. It has been a somewhat bumpy road for

everyone but the strength of the Group has shown through.

Primark’s margin recovery to more normal levels after years

ofdisruption isparticularly pleasing, although we never doubted

that itwould return to these levels. And that despite thefact

there wasstill some volatility in supply chains with the closure

oftheSuez canal and disruption in some of our sourcing

locations such asBangladesh.

Primark’s low-cost model is as strong as ever. We continue to

offer the lowest prices to consumers in each of our markets and

this remains our core operating principle. With the normalisation

of input costs, the era of needing to raise prices to cover inflation

is now behind us. Our product ranges, curated by our exceptionally

talented buying teams, were characterised by our relentless

focus on value and desirability. Our licence and collaboration

development continues to grow.

Chief Executive’s Statement

Associated British Foods plc | 5 | Annual Report 2024

Our opportunity for sustainable compounding growth remains

substantial. We are delivering significant growth in our target

growth markets such as Spain, Italy, France, Eastern Europe and

of course the US. In our ‘home’ markets of the UK and Ireland

we do not expect to grow as fast given their maturity, but they

remain hugely important to usand they are where we trial new

concepts and test and build innovation in product and technology.

We are particularly delighted to celebrate our 50th anniversary in

the UK this year, amilestone ofreal note marked by our intention

to invest £100m more in the UK high street. I am very proud

ofhow Primark has developed since 2005 when our acquisition

of Littlewoods gave Primark presence and scale. Nearly 20 years

on we still have plenty to do in the UK.

More broadly, Primark’s strategic development is still exciting.

We are focusing on individual country strategies, refreshing our

brand and launching brand campaigns in countries where needed

for different reasons, namely in Germany to reposition the brand

and in the US to increase brand awareness. In Germany it is

tooearly to declare success but the business feels significantly

better than it did 12 months ago. Our business in the US now

has 27 stores and, more importantly, is profitable.

From a digital perspective, we increased our customer database

significantly, which has contributed to a 23% increase in web

traffic. This year also saw a significant milestone in our digital

deployment with our decision to roll out Click & Collect across

Great Britain. And our regions of expansion are increasing, as

weadd countries in Eastern Europe and new states in theUS

whilewe have also announced our intention toopen stores

inthestates that make up the Gulf Cooperation Council.

Thereisalot of white space tobeexcited about.

Grocery also had an excellent year and delivered a very strong

improvement in financial performance despite significant

investment in new product development and targeted marketing

campaigns. We directed much of this investment at our

International Brands such as Twinings, Ovaltine, Patak’s, Blue

Dragon, Jordans and Mazzetti and at our US-focused brands

such as Mazola and Fleischmann’s. Twinings and Mazola, to

pickout just two, are clearly benefitting, Twinings in its growth

markets and Mazola through a stronger market position and

greater consumer affinity.

In general the operating environment has allowed us a welcome

return to focusing on long-term growth rather than on inflation

and supply chain disruption. Our businesses in Australia and

New Zealand have been engaged in some of the most interesting

activities. They have also had probably the most challenging

consumer conditions this year that we have seen across our

markets. However, they also have some of the best long-term

fundamentals of any Western markets and so we are investing

there for the long-term and have completed, or are in the middle

of completing, some of theGroup’s bigger capital projects.

Weare also evolving our Australian portfolio through acquisitions.

Ingredients continued to perform very well indeed, with very

good growth in sales and profits led by AB Mauri, our yeast and

bakery ingredients businesses. To put the performance incontext,

it feels as though the business is at levels ofprofitability which

are both deserved and sustainable. Thebusiness is making great

advances on numerous fronts whether it be innovation in bakery

ingredients, growth in non-bakers yeast, including through

acquisition, or delivery of bespoke customer solutions in the

varied markets in which we operate.

ABFI, our portfolio of specialty ingredients businesses, had a

mixed year from a short-term trading perspective as it continued

to wrestle with customer destocking but that phase looks to be

nearing its natural end. We continue to invest in capability with

aview to accelerating the long-term growth potential that these

businesses undoubtedly have.

We increasingly think of Sugar as two sets of businesses.

Wehave significant growth opportunities in Africa, and a source

of cash generation in Europe. There was a third: we sold our

remaining sugar factories inNorth China in the course of the year

after some 25 years. Across those years, our China sugar

businesses have been very profitable for us.

This was a year when profit improved strongly in the Sugar

segment, now the fourth successive year of profitable growth.

European sugar initially benefitted from higher prices and good

beet crops but as the year progressed it became evident first

that sugar prices were falling and then that they were falling

significantly. So, we ended the year with lowered expectations

and the outlook for next year is challenging. However, we are

confident our European businesses will bounce back in the 2026

financial year and wecan already see drivers of that improvement.

Our sugar businesses in Africa continue to develop. That

continent has and always will be subject to short-term bumps

caused byweather and currency, but we are building a great

setofbusinesses there and I have never been more confident

intheirlong-term potential supported by strong fundamentals,

great brands and routes to market, and significant

improvementopportunities.

Revenues have continued to fall in our Agriculture segment

withlower prices and volumes prevalent in our UK and China

compound feed markets. The biggest challenge however

wasthe impact of poor weather in the UK which hurt sales

atFrontier, our joint venture specialising in arable farm inputs

andgrain marketing. However, we are making progress on

developing a suite of agricultural technology businesses that

should operate at better margins. Our dairy business, built

around a combination of established and recently acquired

businesses, performed well. AB Vista, our international feed

additives business, continued to broaden its product range

andAB Neo, our animal starter feed business, had a good year.

We will continue to build these innovative businesses.

CHIEF EXECUTIVE’S STATEMENT CONTINUED

Associated British Foods plc | 6 | Annual Report 2024

ESG

This year saw us move towards combined financial and

ESGreporting. Our financial and ESG investments have always

been closely aligned and it makes sense to report both activities

inthis way, particularly as providing transparency will require

theprovision of more data. This Group can be proud of what

weare achieving, and we endorse transparency as a means

ofdemonstrating progress while remaining clear that reporting

should not become an end in itself nor a distraction from

achieving real progress.

We made further progress in decarbonising UK sugarproduction.

British Sugar is the largest contributor to the entire ABF Group

Scope 1 footprint. A major energy reduction project at Wissington

in the UK has cut onsite energy usage sharply, with emissions

reduced by 30,000 tonnes of carbon ayear. Further energy-

reduction measures have taken place atother sugar sites. Taken

together, this work is delivering a substantial reduction inBritish

Sugar’s Scope 1 and 2 emissions against our 2017-2018 baseline.

Primark has also made great progress in cutting total GHG

emissions. Scope 3 emissions fell year on year by 12% and by

0.6% against the 2018/19 baseline. Primark has been working

with its supplier factories on programmes focused on energy

use and efficiency to cut Scope 3 emissions. Given Primark

isgrowing sales and activity year-by-year, this year has been

oneofachievement.Energy-saving measures in store and

procurement of renewable and low-carbon electricity meant

Scope 1 and 2 (market based) emissions fell by 21% in the year

and by 52% against the 2018/19 baseline.

AB Mauri has continued to improve the way it recycles and

manages effluent water. The multi-year investment programme

for this work reached $120m this year. Some 84% of the water

we use in the production of yeast is now treated and returned

safely to the environment. Most of this work is done so this

project will now progress without needing to be on the Group’s

list ofpriority issues.

Looking further ahead, we believe there is a need to prioritise

sustainable food production given the need for greater food

security, but we have to achieve that sustainable food production

while reducing GHG emissions in the agricultural sector

andagriculture in turn has to conserve the environment.

Ouragricultural technology and consulting businesses are

actingwith these goals in mind.

Investment

As I mentioned, we have stepped up our investment to

recordlevels and we expect it to remain at similar levels in

themedium term. This of course includes the continued

expansion at Primark but also some very interesting capacity

additions inourfood businesses. In 2025, we will see the

completion of anumber of important multi-year projects inour

food businesses and Ilookforward to seeing them contribute to

the growth oftheGroup.

We have also made a set of interesting acquisitions to help

develop our food portfolios. Investment remains the priority

ofour capital allocation policy but we remain diligent about how

we deploy that investment.

People

The major part of the year’s strong showing is due to the

excellent work of our people. They remained disciplined and

focused on strong execution and performance improvement,

taking full advantage of the more stable environment. Our

improvement in Group margins is due in large part to their work.

In a group of this size people inevitably come and go. I’d like

towelcome new arrivals and thank those departing for their

contribution. In particular I want to single out Fabienne Saadane-

Oaks who leaves after nine successful years with us, growing

our specialty ingredients division with a clear sense of purpose.

Ithank her for her considerable contribution delivered with

intelligence and energy.

Looking ahead

Looking ahead, the Group is well-positioned. Strong cash flow

generation is enabling disciplined capital allocation to growth

opportunities across the Group and we have ongoing multi-year

projects to deliver our focused sustainability priorities. We

believe our long-term, patient investment approach will deliver

strong returns and continue to create value for all stakeholders.

George Weston

Chief Executive

Associated British Foods plc | 7 | Annual Report 2024

“In 2025, we will see the

completion of a number of

important multi-year projects

inour food businesses and

Ilookforward to seeing them

contribute to the growth

oftheGroup.”

Our purpose is to provide safe, nutritious and affordable

food, and clothing that is great value for money.

OUR STRATEGY AND BUSINESS MODEL

Understanding our business

Associated British Foods plc | 8 | Annual Report 2024

This purpose defines our culture and values...

As a Group, we have a clear sense ofoursocial

purpose. We work hard to provide safe, nutritious

and affordablefood and good quality, affordable

clothing to millions of customers worldwide every

day. Only if we do these things well should we

make a profit.

Across all of our businesses, we live and breathe

our values through the work we do every day, from

how we drive our strategies, how we invest and

how we deliver for our customers and consumers.

It is also how we approach sustainability, with

afocus on outcomes.

Our people are key to driving the necessary

innovation and implementing the action required.

Itis only through their skills and capability that

wewill make necessary and timely progress.

Ouremployees tend to stay with us for a long time,

building exciting careers that help them fulfil their

goals at work, at home and in the community.

Webelieve that most people are inherently good

and that with encouragement, engagement and

support they will do the right thing in the right way.

Our high standards of integrity enable us to drive

astrong culture, recognising that acting responsibly

is the only way to build and manage a business

over the long term.

We pride ourselves on being a first-class employer,

working actively to develop our people and create

opportunities for progression.

Ourbusinesses thrive on the diversity of their

people, so we are investing in programmes to

helpremove barriers to talent.

We want to attract, recruit and retain the best

people, ensuring they are stimulated by the jobs

they do and equipped with the skills they need

tosucceed.

Learn more online at

www.abf.co.uk

We proudly promote and protect

aculture of trust, fairness and

accountability that puts ethics first.

We work with others to leverage

ourglobal expertise forlocal good.

From the products we make, to the

way we preserve the resources we

rely on, we are always learning and

incorporating better practices.

We strive to protect the dignity

ofeveryone within andbeyond

ouroperations.

’

Associated British Foods plc | 9 | Annual Report 2024

...it informs our Group strategy...

Our strategy is to drive sustainable, long-term growth and

cash generation across our portfolio of food and retail businesses to create

value for shareholders and other stakeholders.

We take a long-term, patient investment approach to

create sustainable growth. We aim to build and ac

quire

long-duration growth businesses that will create value

anddeliver strong returns.

Our portfolio of clothing retail and food businesses is

wellpositioned for long-term growth through a focus on

categories and sectors with resilient market fundamentals

and geographies with favourable demographics. We select

opportunities where we can create a competitive advantage

to build leadership or niche market positions, typically in

moderate-scale categories. Our investment decisions are

influenced by strategic patience and we believe our highly

diversified portfolio, across different business activities and

geographies, enables discipline and creates breadth in our

opportunities for growth. We have designed a devolved

operational leadership model that effectively manages the

breadth, mix and long-term nature of our businesses.

Our businesses are typically highly cash generative,

whichenables continuous reinvestment. We are investing

in our well-established, growth-engine businesses to

driveexpansion into new markets and adjacencies, while

nurturing a substantial portfolio of smaller, early-stage

businesses which have the potential to be the next

generation of long-duration growth drivers. Our ability

toinvest is strengthened by having several mature,

lower-growth businesses within the Group that continue

todeliver good profitability and cash generation.

Across our portfolio, we are investing to accelerate

growththrough effective marketing, innovative new

product development and enhanced digital and technology

capabilities. This is underpinned by continuous investment

to expand our manufacturing capacity and add new

capabilities. We are also investing to deliver our ESG

priorities based on the most material risks, opportunities

and impacts to the Group. In particular, this includes

decarbonisation and social factors within our supply

chains.We supplement organic growth with investment

invalue-creating acquisitions that bring new opportunities

and capabilities. We make disposals when judged to be

thebest route to creating shareholder value.

Our investment approach is grounded in conservative

financial management and we maintain a resilient balance

sheet. This ensures long-term financial stability and

createsthe flexibility to fund opportunities as they arise.

Our disciplined approach to capital allocation, using risk-

adjusted hurdle rates, drives strong returns on capital.

Learn about our strategic performance

inour KPIs on pages 12 and 13

Dividends per share

(including special dividend)

90.0p

(2023: 60.0p)

Disciplined

capital allocation

to drive

strong returns

Conservative

financial management

and resilient

balance sheet

Strong

cash generation

enables continuous

reinvestment

Investing to

drive growth

and create

competitive

advantage

Building

and acquiring

long-duration

growth businesses

Learn about how we reward Executives

for strategic progress in the Remuneration

Report on pages 111 to 127

Learn about the strategic risks

we manage against on pages 78 to 86

OUR STRATEGY AND BUSINESS MODEL CONTINUED

Understanding our business continued

Associated British Foods plc | 10 | Annual Report 2024

...which is realised through our business strategies...

Retail

Primark is a fast-growing, international value retailer with

adifferentiated customer proposition delivered through

adigitally-enabled, store-led model. It has significant white

space to continuously expand its store footprint in existing

andnew markets.

We win with customers through our strong brand, known for

unbeatable prices and great quality essential clothing and fashion.

We target a wide customer base across w

omen’s, men’s and

kidswear and we are building strong positions in categories such

ashome and beauty. We continuously evolve our ranges to meet

customer needs, including through collaborations and licensing

partnerships. Theexecution of our strategy in each market is adapted

to reflect thesize of the white space opportunity, the maturity of the

store portfolio and local customer needs.

We aim to offer a unique store experience by finding the right spaces

in theright locations and creating exciting retail destinations. We also

use effective digital customer engagement as a key driver of footfall,

including our website, stock checker and increasingly Click & Collect,

and social media platforms.

We work to maintain an ethical and responsible supply chain, and we

focus on driving efficiencies and cost savings across our supply

chain, store portfolio and central operations. We target strong

financial returns and cash generation.

Grocery

Our strategy is to drive sustainable growth across our large and

diverse portfolio of both international brands and regionally-

focused businesses. We will continue to deliver growth

organically and through carefully selected acquisitions.

Our international brands, Twinings, Ovaltine, Patak’s, Blue Dragon,

Jordans and Mazzetti, have a long runway for growth. Our focus

on reaching new consumers in existing markets, expanding into

new markets and broadening our offering through new product

development. We are investing in effective marketing and innovation

to drive category growth and build market share. We benefit from

our centralised manufacturing footprint for these brands.

In our regionally-focused businesses in the UK, North America,

Australia and New Zealand, our focus is on driving strong cash

generation over the long term. We adopt bespoke strategies to win

in local markets. This includes investing in marketing to maintain

brand health and support our strong local market positions.

Ingredients

Our strategy is to drive sustainable growth in Ingredients

withinfocused categories, including yeast, bakery ingredients,

enzymes, precision extraction, health and nutrition and

pharmaceutical delivery systems.

In our yeast and bakery ingredients business, AB Mauri, we are

growing our portfolio of products for industrial, craft and retail bakers

inourwell-established regions of the Americas, Europe and Asia.

Ourfocus is on consistent delivery and innovation for new and existing

customers. This is underpinned by strong, insight-led investment in

the development of new technologies and ingredients that will meet

the changing needs of our customers in different local markets.

Ourindividual country businesses are dedicated to their local

markets, backed by global expertise in bakery products, technologies

and know-how. We are also expanding our portfolio ofspeciality

yeast products and technologies for other industries, including

alcoholic beverages.

In our specialty ingredients portfolio, ABFI, we are using science and

technology to create value-added, innovative speciality ingredients to

serve the food and beverage, health and nutrition and pharmaceutical

industries, as well as markets such as animal feed and certain

industrial segments. Our strategic focus is on niche categories where

we can have a differentiated proposition using platforms such as

enzymes and other industrial biotechnology, precision extraction and

synthetic chemistry. As well as building on these platforms, we are

broadening our geographical exposure to our focused markets.

We will continue to grow both through acquisitions and organically,

including geographical expansion, innovation and new applications.

Sugar

Our strategy is to drive sustainable long-term growth in Africa,

building on our strong market positions, while delivering good

returns in our European businesses over the cycle.

In our African markets, particularly Zambia, Malawi and Tanzania,

growth in sugar consumption is expected to be driven by both

population and economic growth. We have strong, attractive

consumer brands and continue to build effective routes to market.

We are investing to add production capacity in our growth markets,

such as Tanzania and Zambia. We also continue to improve our

operational effectiveness and strengthen our agricultural practices,

which will help to increase cane yields and reduce the impact from

severe weather conditions. Over time, we have opportunities to

expand our portfolio of co-products, such as potable alcohol and

electricity. We are investing to deliver our ESG priorities, which

include sustainable agricultural practices as well as social factors.

In Europe, our strategy is to deliver good profitability and cash

flowgeneration through the cycle. We do this through long-term

customer relationships, which are built on the high quality of our

products and the security of our supply. We also see opportunities

togrow our portfolio of co-products, drive continuous operational

efficiencies and to use data and technology to improve yields and

profitability for our growers. We continue to invest in the delivery

ofour ESG priorities, in particular our decarbonisation programme.

Agriculture

Our strategy is to build value-added agri-food businesses on the

foundation of our experience in our commoditised feed business.

We will continue to grow organically and through acquisition.

We are expanding our portfolio of innovative, speciality feed

ingredients, including feed enzymes and additive products, which

wesell globally. We are also growing our integrated dairy business

inthe UK, connecting data, services and products in new ways,

toprovide insights to help our customers improve dairy farm

performance. We continue to strengthen our position as a market

leader in premix and compound animal feed in the UK and China.

Associated British Foods plc | 11 | Annual Report 2024

...and is delivered by our operating model.

We believe the best way to create enduring value involves

setting objectives from the bottom up rather than thetop down.

We make operational decisions locally, because in our experience

decisions are most successful when made and owned

bythepeople with the best understanding of their

customersandmarkets.

We employ a devolved operating model across our Retail, Grocery,

Ingredients,Sugar and Agriculture businesses.

Objectives are set from

the bottom up to create

enduring value

Local teams make

operational decisions

forbetter customer and

market understanding

Local accountability

motivates management

and fosters innovative thinking

ESG agenda is shaped

bylocalleaders with

detailedknowledge and

customerinsights

ESG factors are integrated

into strategy an

d im

plemented

by trusted employees

Corporate centre

shares ideas and

bestpractices

Continuous dialogue with

business leaders for risk and

opportunity overview

Small corporate centre

ensures clear and quick

decision making

Learn more online at

www.abf.co.uk

Our stakeholders

Employees

Suppliers

Customers/

consumers

Our value chain

Supply chains

Operations

Products

The Group, or corporate centre, provides a framework for the

sharing of ideas and best practice and is in constant dialogue

with the people who run our businesses, giving our corporate

leaders a comprehensive overview of their material opportunities

and risks, enabling collaboration.

Communities and

the environment

Shareholders

andinstitutional

investors

Governments

We use key performance indicators (KPIs) to measure our progress in delivering the successful

implementation of our strategy and to monitor our performance.

Financial indicators

Group revenue Adjusted operating proﬁt* Adjusted earnings per share*

(£bn)

'20 '21 '22 '23 '24

(£m)

'20 '21 '22 '23 '24

(pence)

'20 '21 '22 '23 '24

Revenue is a measure of businessgrowth.

Constant currency comparisons are also used

to provide greater clarity ofperformance.

Adjusted proﬁt and earnings measures

providea consistent indicator of performance

year-on-year and are aligned with

management incentive targets.

The Group’s organic growth objective aims

todeliver steady growth in earnings over

thelong term.

Gross investment* Free cash flow* Net cash before lease liabilities*

(£m)

'20 '21 '22 '23 '24

(£m)

'20 '21 '22 '23 '24

(£m)

'20 '21 '22 '23 '24

A measure of the commitment tothe long-

term development of the business.

The free cash flow measure represents

thecash that the Group generates from its

operations after maintaining and investing

inits capital assets.

This measure monitors the Group’s

liquidity and capital structure and is used to

calculate the Group’s liquidity ratio.

Return on average capital

employed*

Financial leverage* Dividends per share

(%)

'20 '21 '22 '23 '24

(times (x))

'20 '21 '22 '23 '24

(pence)

'20 '21 '22 '23 '24

This measure monitors the level of return

generated by the Group’s investment in

itsoperating assets. It is also a key part

ofmanagement incentive targets.

This measure monitors the Group’s financial

strength toensure long-term financial stability.

The Group’s organic growth objective aims

todeliver steady growth in dividends over

thelong term. This included the payment

ofspecial dividends of 13.8p, 12.7p and 27.0p

in2021, 2023 and 2024 respectively.

* APMs as defined on pages 206 to 210.

Each business develops KPIs relevant to its operations. These are monitored regularly. In the case of adjusted operating profit and return on average capital

employed, weuse them as metrics to incentivise our management teams.

KEY PERFORMANCE INDICATORS

Tracking our progress

Associated British Foods plc | 12 | Annual Report 2024

13.9

17.0

19.8

20.1

1,024

1,011

1,435

1,513

1,998

81.1

80.1

131.1

141.8

196.9

641

721

930

1,171

1,281

875

419

(84)

269

1,355

1,558

1,901

1,488

895

1,044

9.5

9.8

14.0

13.6

18.1

1.1

0.7

0.8

1.0

0.7

13.8

12.7

27.0

Nil

26.7

43.7

33.1

42.3

Non-financial indicators

Lost time injuries and lost time

injuryrate (%)*

Number of employees and number

of countries

Percentage of women in workforce

0.42%

0.38%

0.36%

0.35%

0.38%△

'20 '21 '22 '23 '24

53 53 53

'20 '21 '22 '23 '24

A measure of the Group’s management

ofthehealth and safety of its employees

– thenumber of on-site lost time injuries

resulting from an accident arising out of,

orinconnection with, on-site work activities

and the proportion of the full-time equivalent

workforce experiencing alost time injury.

Read more on page 64

The Group data in this report on our environmental and safety KPIs covered the period 1 August to 31 July, excluding Primark selling space and number

ofcountries of operation and employee numbers.

△ EY has provided limited independent assurance over the 2024 metrics. See page 140 for EY’s assurance statement.

* Prior year numbers have been represented to reflect where ABF has financial control as described on page 55.

**The 2023 numbers are restated to correct an understatement in steam in the Scope 2 emissions numbers, impacting GHG emissions and energy consumed.

Associated British Foods plc | 13 | Annual Report 2024

403

346

353

347

392△

133,425

127,912

132,273

133,487

138,271△

3,313

3,004

2,970

2,834**

2,868

5,247

4,725

6,576

7,139

6,319△

53%

54%

55%

57 %△

842

859

792

859

880△

22,329

21,524

20,603

21,129**

20,697△

16,247

16,842

17,302

18,198

18,759△

17△

Primark is a fast-growing, international

value retailer with a differentiated customer

proposition delivered through a digitally-

enabled, store-led model. It is one of

thelargest and fastest-growing clothing

retailers in Europe, the market leader by

sales volume in the UK, and has a growing

presence in the US.

We have 451 stores at the end of 2024, with 18.8 million square

feet of selling space, across 17 countries and more than 82,000

colleagues. Our founder, Arthur Ryan, opened our first store in

1969 inDublin city centre and this remains the home of our

globalheadquarters.

Primark’s strong brand is known for offering unbeatable prices

and great quality essential clothing and fashion. We target a wide

customer base across women’s, men’s and kidswear, aswell as

beauty, homeware and accessories. Our licensed clothing ranges

are with some of the biggest names in entertainment and sport.

We offer a unique store experience by finding the right spaces,

in the right locations and creating exciting retail destinations.

Someof our stores offer additional services including beauty

studios, nail and brow salons, barbers, themed cafes and our

vintage clothing concession. We use our digital customer

experience to drive engagement and increase footfall in stores.

This includes our customer website, our stock-checker facility

and our socialmedia platforms. We are expanding our Click

&Collect serviceacross all of our stores in Great Britain to give

customers theconvenience to order online before collecting

their purchasein store.

We are committed to high ethical trading standards and we

areworking to make more sustainable fashion affordable for

everyone through our Primark Cares strategy. This is a multi-year

programme focused on giving clothing a longer life, reducing

emissions in our supply chain and supporting the livelihoods

ofthe people who make Primark’s clothes.

We maintain a continuous focus on driving efficiencies and

costsavings across our supply chain, store portfolio and

centraloperations.

Revenue

£9,448m

2023: £9,008m

Actual currency: up 5%

Constant currency: up 6%

Adjusted operating profit

£1,108m

2023: £735m

Actual currency: up 51%

Constant currency: up 51%

Adjusted operating profit margin

11.7%

2023: 8.2%

Operating profit

£1,100m

2023: £717m

Actual currency: up 53%

Return on average capital employed

18.7%

2023: 12.0%

Selling Space

18.8m sq ft

2023: 18.2m sq ft

Scope 1, 2 (location based) and

3GHGemissions

6,319 (000 tonnes of CO

2023: 7,139 (000 tonnes of CO

Gross investment

£530m

2023: £547m

OPERATING REVIEW

Retail

About Retail

Associated British Foods plc | 14 | Annual Report 2024

Primark's sales grew 6% in the year. This reflects a strong

performance across our key growth markets, including the US,

France, Spain, Italy and Central and Eastern Europe ('CEE'), as

well as growth in our largest market, the UK. We continued to

benefit from the relevance of our great-value clothing and the

expansion of our product and category offering, including

through collaborations and licensing partnerships. We are also

successfully executing our store rollout programme across the

US and Europe, which is adding profitable new selling space.

This year's growth reflects investment in recent years to

enhance our unique store experience and to increase our use of

effective digital customer engagement.

Most of our key categories performed well this year as we

continued to deepen and broaden our product offering in

women’s, men’s and kidswear, while growing our presence in

categories such as home and accessories. We believe our

expanded product ranges are further differentiating our

proposition and increasing our appeal to existing and new

customers.

Growth in womenswear was led by performance and

leisurewear, knitwear and nightwear. Our collaboration ranges,

including Rita Ora and Paula Echevarría, contributed strongly to

growth and we benefitted from continued expansion of the Edit

collection, our more premium essentials range. Sales of our

seasonal summer clothing, as well as footwear, beachwear and

swimwear, were impacted by wet weather in the UK and Ireland

during H2. Menswear delivered good growth, with particularly

strong sales of leisurewear and good growth in shirts. We

benefitted from our expanded product range, including our

premium collaborations via our Kem collection and LA workwear

brand, The Stronghold. Licensed sportswear lines with the NBA,

NFL and Kappa also performed well. In kidswear, sales of our

licensed ranges, including partnerships with global brands such

as Disney, the NBA and gaming brands, performed very strongly.

Markdowns during the year were managed effectively and we

exited the year with good inventory levels.

In Spain and Portugal, which accounted for 17% of sales, our

sales grew strongly, up 6%. Sales grew 4% in H1 and 7% in H2.

Growth in Spain reflected the sales contribution from space

expansion and good execution. We continued to outperform the

market, which was relatively flat in the year. In Portugal, sales in

H1 were impacted by market challenges, followed by an

encouraging improvement in H2. During the year, we opened

five new stores in Spain. This included four stores in Madrid,

where we now have 12 stores in total.

In France and Italy, which accounted for 16% of sales, we had

some of the strongest growth, with sales growing 12% in the

year. Sales grew 18% in H1 and 8% in H2. Growth includes a

strong sales contribution from new stores and we continued to

gain share in both markets. In Italy, overall sales densities

continued to be particularly strong. We opened three new stores

in France and two new stores in Italy.

In our newer markets in Central and Eastern Europe, which

accounted for 3% of sales, our sales grew 42%. Sales grew

48% in H1 and 37% in H2. We opened three new stores in the

year, including our first store in Hungary, one store in Poland and

one store in Romania.

Creating employment: Primark’s

socioeconomic impact across Europe

Retail is the largest private sector

employer in Europe and Primark has

abigpart to play.

Since 2006 we have expanded outside of Ireland and the

UK and further into Europe. We now have a presence in

16 markets across the geography, contributing significantly

to the economies and communities in whichwe operate.

We employ more than 78,000 retail colleagues across

these markets, offering opportunities in countries where

there are sometimes high unemployment rates. In 2024,

our 16 new store openings across the UK, Republic of

Ireland and mainland Europe have created almost 3,000

new roles and just under 250 managerial positions.

Thesejobs in turn contribute towards economic growth

and stability in each community. In addition, in six of our

key markets – the UK, Republic of Ireland, France, Italy,

Spain and Portugal – we have invested in excess of

£230m in new stores, extensions, relocations and refits.

We provide employment opportunities at all levels.

Formany people we create pathways for a lifelong

career. Over the last financial year we have recruited

justunder 9,000 colleagues aged between 16-18 and

formany of those it will be their first job. We are also an

attractive prospect for those who are returning to work

after a break from employment. When our Nantes store

opened in November 2023, 205 of the 238 hourly paid

colleagues recruited were returning to work.

As well as investing in new people, we deliver training

programmes for our existing colleagues to establish

future leaders in our business. We have internally promoted

more than 1,900 colleagues across Europe this year.

Our impact goes beyond direct employment and

investment. As we continue to grow, we will directly

andindirectly support thousands of jobs and help boost

economic prosperity across sectors from hospitality

andconstruction to warehousing and transportation.

Research carried out by Public First and published in

theUK this year showed that Primark contributes £2.6bn

to the UK economy and supports 54,000 jobs. Similarly,

in France another commissioned study found that

wecreate an average of 0.7 additional local jobs for

everyjobin store.

Operating review

Associated British Foods plc | 15 | Annual Report 2024

Primark colleagues

at our store in

Lanzarote, Spain

UK spotlight: Opportunities in our biggest market

2024 marked 50 years of Primark on the great British high street. The UK

isPrimark’s biggest market, with 194 stores and over 30,000 retail colleagues,

and it continues to create significant opportunities for us.

While our business is growing internationally,

Primark in the UK remains well-established as a

retail anchor on the high street. This is evidenced

by our £100m investment in our UK store

estatethis year.

Our stores are well-placed to meet shopping

demand through our high sales densities, wide

product ranges and broad mix of shopping

destinations nationwide. Shoppers continue

toprioritise value, enabling a highly profitable

marketposition.

Primark is directly responsible for driving footfall

to high streets and retail parks, in turn creating

aripple effect of economic growth and consumer

spending for wider industries. Research carried

out by Public First and published in October 2024

showed that 2.3 million people each week cite

Primark as the main reason for visiting their

localhigh street.

Primark continues to respond to widespread

consumer demand, even in shopping locations

where we do not have an existing presence – we

receive hundreds of requests to open stores each

year. This financial year, we opened new stores

in Bury St Edmunds and Stockton-on-Tees, which

both delivered significant queues on opening day

and sales that surpassed expected retail targets.

The UK offers an ideal testbed for physical and

digital innovation before we roll out new concepts

globally, including investments to improve store

efficiency such as expanding our self-service

checkouts. As we continue to roll out Click &

Collect into all our stores in England, Scotland

andWales this will further drive consumer footfall

and increase access to wider ranges, giving

people more reasons to visit us.

OPERATING REVIEW CONTINUED

Retail continued

Associated British Foods plc | 16 | Annual Report 2024

Opening day

queueat Primark’s

new store in Bury

St Edmunds,

6 March 2024

In the US, which accounted for 5% of sales, our sales grew

30%, reflecting continued good progress. Sales grew 38% in H1

and 24% in H2. We opened six new stores in the year, including

our second store in Florida and our first stores in Virginia, North

Carolina and Michigan. We also opened a new distribution centre

in Jacksonville, Florida, which will support our continued

expansion in southern states. Recently opened stores performed

well and are positively contributing to our overall sales density in

the US. Sales in the year were driven by both womenswear and

menswear, with licensed products performing particularly well.

Primark recently launched its first US marketing campaign in the

New York metro area as we focus on increasing brand

awareness with US customers. We continue to execute our

store rollout programme, with 14 leases for new stores now

signed

, including our first store in Manhattan, New York, which

will be our 11th store in New York state.

In the UK and Ireland, which accounted for 47% of sales, our

sales grew 2%. In the UK and Ireland, like-for-like sales grew

0.7%, reflecting 3.1% growth in H1 and a 1.6% decline in H2. In

both markets, challenging weather impacted footfall during H2,

particularly in April and June. However, we had a very

encouraging start to sales of our Autumn/Winter ranges, with

strong like-for-like growth in both markets in the last weeks of

the financial year. For 2024 as a whole, like-for-like sales in the

UK grew 1.0%, reflecting 3.6% growth in H1 and a 1.3% decline

in H2. Primark maintained its market share in the UK at 6.7%

During the year, we continued to expand and optimise our store

portfolio in the UK and Ireland. In total, we opened three new

stores. In the UK, we also extended two existing stores, right-

sized one store and relocated two stores. We are now offering a

Click & Collect service in 87 stores

in the UK and expect this to

be available in all stores in England, Wales and Scotland by the

end of 2025.

In our Northern European markets, Germany, the Netherlands,

Belgium and Austria, which accounted for 13% of sales, our

sales grew 3%. In H1, sales grew 1% and in H2, sales grew 4%.

Like-for-like sales grew 6.1% in 2024, with 5.6% growth in H1

and 6.6% growth in H2. In Germany, we restructured our store

footprint with three store closures and three right-sizings in the

year. The restructuring contributed to strong like-for-like sales in

the remaining stores, with much-improved sales densities and

profitability, despite industry-wide strike action. Even with the

reduction in selling space, total sales grew in H2. We also

launched our first multi-media brand marketing campaign in the

country. During the year, we signed leases for two smaller-sized

stores in new locations in Germany. In the Netherlands, like-for-

like growth was also very strong, benefitting from our

commercial and operational actions, including the right-sizing of

four stores.

Overall, Primark's total like-for-like sales grew 1.2%. In H1, like-

for-like sales grew 2.1%, driven by the annualisation of last

year’s carefully-selected price increases. In H2, like-for-like sales

grew 0.5%, with a positive product mix benefit more than

offsetting the impact of soft volumes, mainly due to unfavourable

weather in the UK and Ireland. As expected in our fastest-growing

markets such as the US, Italy and France, like-for-like metrics are

impacted by the high number of store openings.

As at 14 September 2024, we were trading from 451 stores

across 17 markets, with 18.8m sq ft of selling space. During the

year, we opened a total of 22 new stores, closed three stores,

extended five stores, right-sized eight stores and relocated two

stores, which increased our retail selling space by 0.8m sq ft on

a gross basis and by 0.6m sq ft on a net basis. We also made

good progress with our store refurbishment programme,

completing refits in 23 stores comprising 0.8m sq ft of selling

space.

We continue to see significant white space opportunities in our

growth markets in Europe and in the US and we have a clear

roadmap for new store rollouts over the medium and long term

to drive sustainable growth. At the same time, we continue to

assess expansion opportunities in new markets. We recently

signed an agreement with the Alshaya Group to explore the

opportunity to open stores in the Gulf Cooperation Council

(‘GCC’) markets.

We are targeting our store rollout programme

to contribute around 4% to 5% per annum to Primark's total

sales growth for the foreseeable future.

We are focused on a number of initiatives to drive digital

customer engagement, in particular in the UK where we have

made the most investment and progress. In 2024, traffic to our

websites increased in all markets and grew by 23% overall. The

number of visitors now using the stock checker facility in each

market is in the range of 15% to 25% and the total usage

increased by 35% in 2024. We believe that the increase in

website traffic is being driven by our investment in Search

Engine Optimisation ('SEO'), our CRM database and activity, and

our paid digital marketing. In particular, our CRM database now

has approximately three million customers. Overall, we believe

our increased digital engagement is contributing to higher footfall

in stores and overall sales growth.

Adjusted operating profit grew 51% to £1,108m. Adjusted

operating profit margin was 11.7%, up from 8.2% in 2023. This

margin recovery reflects an increase in gross margin, largely due

to lower material costs and reduced realised freight costs, as

well as the annualisation of prior year price increases. These

benefits were partially offset by labour cost inflation and an

increase in investment in digital and data capabilities, technology

and brand marketing to support long-term growth. We expect

this investment to continue over the medium term. We continue

to focus on driving cost optimisation and efficiencies, including

through the store operating model, the introduction of self-

service checkouts ('SCOs') and energy cost efficiencies.

This was another year of significant investment to support future

growth, captured within operating expense as noted above, and

in the £530m of gross investment in capital projects in 2024. As

well as opening new stores in Europe and the US, we made

progress with our store refurbishment programme, including the

rollout of SCOs and energy-efficient lighting upgrades. We are

supporting growth with investment in depots, including new

depots and several ongoing automation projects. We have

significantly increased our investment in technology, including

the capability build to support long-term growth. In 2024, return

on average capital employed increased from 12.0% to 18.7%.

This primarily reflects the increase in operating profit and a

normalisation in net working capital.

1. As at 31 October 2024.

2. Kantar, Primark market share of the total UK clothing, footwear and accessories market including online by value, 52-week data to 14 September 2024.

Associated British Foods plc | 17 | Annual Report 2024

New store openings in the year ended 14 September 2024:

France

Grenoble, Grand Place S.C.

Nantes, Beaulieu S.C.

Rouen, Saint-Sever S.C.

Republic of Ireland

Bray

Hungary

Budapest East, Arena Mall

Spain

Lorca, Parque Almenara S.C.

Madrid, Alcala de Henares

Madrid, Conde de Penalver

Madrid, La Vaguada

Madrid, Rivas H20

Italy

Livorno, Porto a Mare

Turin, To Dream

Poland

Lodz, Manufaktura S.C.

Bury St. Edmunds

Teesside

Romania

Timisoara, Lulius Mall

Concord Mills, Charlotte, NC

Great Lakes Crossing, Detroit, MI

Smith Haven, Long Island, NY

The Florida Mall, Orlando, FL

Tysons Corner, Washington DC, VA

Woodfield Mall, Chicago, IL

Year ended

14 September 2024 16 September 2023

# of stores sq ft 000

194 7,815

192 7,725

Spain

64 2,587

59 2,390

Germany

27 1,380

30 1,605

France

27 1,352

24 1,203

Republic of Ireland

38 1,184

37 1,165

27 1,084

21 873

Netherlands

20 943

20 1,016

Italy

17 820

15 747

Belgium

8 403

Portugal

10 401

10 383

Austria

5 242

Poland

6 233

5 197

Romania

3 107

2 75

Czechia

2 89

Slovenia

1 46

Slovakia

1 39

Hungary

1 34

– –

451 18,759

432 18,198

OPERATING REVIEW CONTINUED

Retail continued

Associated British Foods plc | 18 | Annual Report 2024

ESG highlights

• Primark is committed to promoting human rights throughout

its supply chains. For over 15 years, itsEthical Trade and

Environmental Sustainability (ETES) programme has been the

cornerstone of this commitment. In2024, Primark conducted

over 2,000 social audits, most ofwhich were unannounced,

tomonitor compliance with its Supplier Code of Conduct.

Witha team of over 130 people across 10key sourcing

markets, the ETES programme works across all aspects of

human rights and environmental due diligence, from strategy

and risk assessment to supporting suppliers and their factories

in implementing the Supplier Codeof Conduct.

• The Science Based Target Initiative has approved Primark’s

near-term target to reduce absolute Scope 1 and 2

greenhouse gas (GHG) emissions and absolute Scope 3 GHG

emissions from purchased goods and services respectively

by50% by 2030 from a 2018/19 baseline.

• Primark’s total Scope 3 GHG emissions, which represent the

biggest portion of its footprint, reduced by 12% in 2023/24

compared to 2022/23 and were 0.6% lower than the 2018/19

baseline. Primark is investing in its Environmental Sustainability

Team and in supplier factory efficiency programmes aimed

atsupporting GHG emission reductions through targeted

training, upskilling, and energy-saving projects.

• Primark’s Scope 1 and 2 (market-based) emissions reduced

by21% in 2023/24 compared to 2022/23 and were52% lower

than the 2018/19 baseline. This reduction was achieved

through energy efficiency measures in its stores and the

procurement of renewable and low-carbon electricity.

Considering its planned geographical expansion, Primark

expects this reduction to fluctuate in the short-term.

• Primark has committed to 100% of the cotton in its clothing

being either organic, recycled or made from cotton from

itsPrimark Cotton Project by 2027. In 2024, 57% of its cotton

clothing units sold contained cotton that was organic or from

the Primark Cotton Project.

• Through its Primark Cotton Project, the business equips

smallholder farmers with essential knowledge and skills to

drive the adoption of more sustainable agriculture practices.

Todate 309,394△ farmers have been trained through the

programme, across four countries and the majority of these

farmersare women.

• In July 2024, Primark published its Durability Framework, a set

of guidelines for durability testing that can be integrated into

its business operations and contributes to the development

ofbest practice as no industry standard currently exists.

Read more about ESG initiatives at Primark

on our website at www.abf.co.uk.

Clothes made to last at Primark

Primark is committed to giving clothes

alonger life by designing and making

clothes that are not only recyclable by

design, but also more durable. This means

creating clear guidelines for how clothes

are designed and made.

The newly introduced Primark Durability Framework

isthelatest step in our journey. Inspired by the Waste and

Resources Action Programme’s (WRAP) Extending

Clothing Life Protocol, the framework builds on four years

of work. It sets out the durability requirements that all

eligible clothes must adhere to, including physical quality

tests and a set number of washes across four levels.

These levels range from five to 45 washes, categorised

as minimum, foundational, progressive andaspirational.

The framework, which has been embedded into both

ourbusiness and our supply chain, exists to give clear

guidance to our product teams and suppliers when

considering the material, design and development

ofaclothing item.

Primark has now collected a full year’s durability data for

denim, socks and jersey. This will enable us to build a full

product performance baseline and truly understand how

each product category is performing on durability. 66%

ofPrimark’s clothing that was tested has passed the

aspirational level of 45 washes.

The framework is anchored in the principles of continuous

improvement which we use across our operations,

withthe aim that durability is sewn into the lifecycle

ofour clothing.

Primark’s ambition is to demonstrate to our customers

that there is no need for the industry to charge higher

prices for clothes made to last.

ESG at Primark

Associated British Foods plc | 19 | Annual Report 2024

Primark’s jersey

pyjamas, which have

been tested under the

Primark Durability

Framework

Investing in

digital retail

Rolling out Click & Collect

Our successful trial of Click & Collect – now rolling out across England, Scotland and Wales

– isshowing how the service enables us to reach new customers. It offers greater product choice

andunlocks new opportunities while driving more people into stores.

Click & Collect gives our customers the opportunity to browse

and buy online before collecting their purchase in store on

theirchosen date. Our trial launched in November 2022 in

25stores,offering a selection of kidswear items. In July 2023

itexpandedto another 32 stores, with womenswear added

inSeptember2023.

Every stage has been monitored and analysed. Our steady

approach has given us a detailed understanding of customer

behaviour and activity to provide confidence that the service

complements, rather than competes with, Primark stores.

Notonly has it met and in many cases exceeded our targets on

basket size, additional spend in-store and the impact on in-store

sales, it has unlocked some new growth opportunities.

We estimate four out of 10 customers pick up another basket

while they are in-store and the value of that basket is significant

– in line with the first purchase. And more than a fifth of

customers have been back and used the service more than once

already. Almost half have told us they are visiting Primark more

often since using Click & Collect, highlighting the halo effect

ithas on footfall.

Click & Collect is also enabling existing customers to make

purchases they would not have made previously, supporting

abusy customer who pops in while on a lunch break, or a

customer who makes a purchase after searching for a specific

trend online.

External data* tells us that around a third of spending has come

from people who had not shopped with Primark for at least

twoyears.

As the roll out continues we see potential beyond the trial

categories of womenswear and kidswear, with menswear and

selected home and lifestyle products now included as part of

thenationwide expansion. The ranges and products offered will

continue to be curated to complement the local store offering.

* Kantar Worldpanel, June 2024.

OPERATING REVIEW CONTINUED

Retail continued

Associated British Foods plc | 20 | Annual Report 2024

Packing orders at

ourPrimark Click

&Collect depot

atMagna Park, UK

to drive footfall

in our stores

Associated British Foods plc | 21 | Annual Report 2024

A Primark colleague

with a Click & Collect

customer at our store

inLeicester, UK

Grocery comprises brands which occupy

leading positions in markets across the globe.

International brand businesses

Twinings has been blending tea since it was founded in 1706

and its premium teas and infusions are now sold in more than

120 countries. Ovaltine malted beverages and snacks are

consumed throughout the day in countries across the globe.

Patak’s is the original spice blending expert and is recognised

around the world for creating authentic Indian food that is quick

and easy to prepare. Jordans produces delicious wholegrain

breakfast cereals. Blue Dragon offers authentic, simple and

convenient ingredients to create delicious dishes from China,

Thailand, Japan and Vietnam. Mazzetti is our leading brand

ofBalsamic Vinegar of Modena.

US-focused businesses

We have some of the leading US, Mexican and Canadian

cooking and baking branded products. These include Mazola

andCapullo cooking oils and Fleischmann’s yeast. In addition,

Anthony’s Goods is a leading brand of organic and natural

ingredients and superfoods which are sold online inthe US.

Wealso have a 50% ownership in Stratas Foods, theleading

US supplier of packaged oils, margarines, mayonnaise, sauces

and dressings for the food service, food ingredients and

retailmarkets.

UK-focused businesses

We have a broad set of food brands and businesses focused

onthe UK market. Kingsmill produces a range of bakery

products for thewhole family. Dorset Cereals’ award-winning

muesli andgranolas are renowned for the quality of the

ingredients. Ryvitais the UK category leader in crispbreads.

Silver Spoon and Billington’s are our two retail sugar brands

inthe UK. We are also a leading supplier to the Indian, Chinese

and Thai foodservice sectors with well-known brands, including

Lucky Boat noodles.

Australia and New Zealand-focused businesses

We are one of Australia and New Zealand’s largest food

manufacturers. Tip Top is one of the most recognised brands

inAustralia with an extensive range of bread and baked goods.

The Artisanal Group is a leading manufacturer and wholesaler

ofhigh-quality baked goods. OurDonbusiness manufactures

avariety of bacon, ham andmeat products. Yumi’s produces

hommus, vegetable dipsandsnacks and is the leader in the

Australian market.

For a full list of our businesses and brands visit

www.abf.co.uk/our-businesses/a-z-finder.

Revenue

£4,242m

2023: £4,198m

Actual currency: up 1%

Constant currency: up 4%

Adjusted operating profit

£511m

2023: £448m

Actual currency: up 14%

Constant currency: up 17%

Adjusted operating profit margin

12.1%

2023: 10.7%

Operating profit

£493m

2023: £402m

Actual currency: up 23%

Return on average capital employed

35.8%

2023: 30.0%

Packaging

142 kt

2023: 142 kt

Recycled waste

86.0%

2023: 82.3%

Gross investment

£226m

2023: £141m

OPERATING REVIEW CONTINUED

Grocery

About Grocery

Associated British Foods plc | 22 | Annual Report 2024

Grocery sales grew 4%, reflecting good demand across a

number of our leading international brands and regionally-

focused businesses, supported by increased investment in

effective marketing, strong commercial execution and

successful new product launches.

Adjusted operating profit margin for the Grocery segment

improved to 12.1%, driving significant growth in adjusted

operating profit, up 17% to £511m. The strong margin

improvement reflects an easing in input cost pressures, strong

performance in our US-focused businesses and much-reduced

losses in Allied Bakeries, partially offset by a significant increase

in marketing investment. Return on average capital employed

increased from

30.0% to 35.8%.

Our international brand businesses, which include Twinings,

Ovaltine, Blue Dragon, Patak’s, Jordans and Mazzetti, accounted

for approximately a third of total Grocery sales. Twinings had

strong sales momentum led by volume growth across its largest

markets, the UK, US and France. This reflects increased

distribution, particularly in the US, strong commercial execution

to strengthen in-store visibility and a significant increase in

investment and focus on effective marketing. Growth also

benefitted from recent product launches, as we continue to

expand our presence in the wellness category, including our

growing portfolio of herbal and infusion teas.

In Ovaltine, performance was mixed this year. We continued to

drive sales of ready-to-drink ('RTD') products in Thailand, in

response to the shift in consumer demand from powder

products, and we grew our market share in both categories.

are leveraging our strong brand in that market to launch new

products, supported by increased marketing investment. In

China, sales were impacted by the weaker economy and in

Myanmar by the political situation. In Europe, we benefitted from

new product launches and we had good growth in Africa. We

also progressed with the construction of a production facility in

Nigeria, which will enable Ovaltine to serve markets across West

Africa. Sales of both Patak's and Blue Dragon were broadly flat

overall this year with a mixed performance across markets.

Jordans sales were impacted by reduced promotional activity in

H1 but had good growth in H2. Our balsamic vinegar business,

including the Mazzetti brand, had continued good volume

growth.

Within our regionally-focused portfolio, our US-focused

businesses accounted for approximately 15% of Grocery sales

and performed well. This reflects the strong performance of our

market-leading brands, including Mazola and Fleischmann’s,

supported by improved production capacity. As expected, strong

performance in consumer oils began to normalise towards the

end of the financial year. Stratas, our joint venture that supplies

oils to the foodservice, ingredients and retail markets, delivered

strong profit, albeit slightly below last year.

1. Nielsen, Ovaltine share by value of the malt-based and chocolate powder

beverages category and the mal-bases and chocolate UHT beverages

category respectively for the 12-month period ending 1 August 2024.

ACH: Listening to our consumers

This year we have invested in growing

anddeepening our US-focused brands’

relationships with consumers.

The people who buy and use our products are our highest

priority. By listening to them and understanding their

preferences, we have evolved our brands to ensure they

remain consistently relevant to consumer needs.

Our Mazola cooking oil brand has continued to tailor

itsconsumer communications. For example, core

consumers of Mazola include US Latino consumers and

we have invested in Spanish language brand campaigns

as a result. Significant and impactful content in media

used by these communities has helped Mazola maintain

its strong brand awareness and preference. This year

wetook further market share and outsold our closest

branded competitor in the US by more than 40%.

Meanwhile we have been tapping into the trend for

home-baking in the US. Since the Covid-19 pandemic,

many people have continued to enjoy baking from

scratch, helped by the rise of flexible working patterns

that enablethem to spend more time at home.

Weundertook quantitative and qualitative research into

the needs and motivations of these home bakers so we

could better understand them.

Based on what we found, our Fleischmann’s yeast brand

team developed a campaign that promoted the benefits

of yeast baking, encouraged more people to use it at

home and positioned Fleischmann’s as the brand of

choice for bakers. Thanks to this work we have seen the

number of households purchasing Fleischmann’s grow

by 7% in the last year as well as increasing the amount

purchased per shopper by more than 3%.

Operating review

Associated British Foods plc | 23 | Annual Report 2024

An image from

Mazola's Spanish

language campaign

in the United States

Our UK-focused businesses, which accounted for approximately

a quarter of Grocery sales, generally performed well. Allied

Bakeries had a much-reduced operating loss compared to 2023

as a result of improved sales and operational performance. Silver

Spoon delivered strong growth, benefitting from better pricing

and a brand refresh. Ryvita made good progress, supported by

recent product launches and advertising. We are investing in

manufacturing capacity for our Scrocchiarella bakery products in

Bradford, UK, to support future growth.

Our Australia and New Zealand-focused businesses, which

accounted for approximately a quarter of Grocery sales, remained

resilient in a challenging consumer environment. Our Tip Top

bakery business grew well despite consumers trading down due

to cost of living pressures. Sales growth in our Don meat

business reflected pricing and new product launches, however

profitability was impacted by higher input costs. Yumi’s, which

produces dips and vegetarian snacks, delivered good growth in

sales and profitability. During the year, we made further progress

with the evolution of our product portfolio, completing the

acquisition of The Artisanal Group, a leading manufacturer and

wholesaler of high-quality baked goods in Australia, primarily

serving cafes, restaurants and hotels. Our investment in long-

term capital projects in Australia continued, including the

expansion of the Canning Vale bakery in Western Australia to

secure Tip Top’s position as the leading supplier in that state, as

well as investing in capacity expansion in Springwood,

Queensland, to support Tip Top's foodservice growth.

Within the Grocery segment there are an extensive number

ofsocial and environmental programmes relevant to their

businesses. To find out more about the progress being made

across these businesses please seeourwebsite for further

information.

Read more about ESG initiatives of our Grocery

businesses onour website at www.abf.co.uk.

OPERATING REVIEW CONTINUED

Grocery continued

ESG at Grocery

Associated British Foods plc | 24 | Annual Report 2024

A rice farmer growing

Hom Mali rice for Westmill

using the Sustainable Rice

Platform standard, Ubon

Ratchathani, Thailand

Investing in new baking capacity at Tip Top

Australia and New Zealand are developed economies with growing

populations. Our highly differentiated Tip Top baking business is well-placed

to capitalise as the market expands.

Tip Top operates in the retail and foodservice

channels and is one of the most known and

trusted brands in Australia and New Zealand.

Itsproduct offering is a market leader in

packaged bread, including gluten-free, and

spanning buns, rollsand bakery snacks.

This year we began a multi-million dollar upgrade

and expansion of our Canning Vale, Western

Australia bakery, where we produce a significant

proportion of the Western Australian market’s

needs. The population in the state is growing

quickly and the existing site is currently at

maximum capacity. We will install a new bread

line with a production capacity of 8,350 loaves

per hour. Overall, the upgrade will increase

capacity from 44 million to 56 million loaves per

year as well as raising service levels for customers

and providing additional amenities on-site.

* SME analysis.

Tip Top also has a large business supplying quick-

service restaurant (‘QSR’) customers. In this

foodservice channel, where Tip Top is a major

supplier of buns, the market is growing strongly

and experiencing premiumisation as major QSR

customers look to differentiate their offers.

Thistrajectory is likely to continue: the total food

service market is forecast to grow at 3.5%*

forthe next decade and beyond.

We are investing in our foodservice

manufacturing network to keep up with demand

and position ourselves for future growth. At our

Springwood site in Brisbane, Queensland, we

have just completed a significant upgrade to our

bun and roll line to almost double our capacity

from 90 million to 168 million buns per year.



Associated British Foods plc | 25 | Annual Report 2024

Tip Top’s expanding

bakery at Canning Vale,

Western Australia

Investing in

marketing

Improving our marketing model

to drive growth

Several of our brands made further progress this year thanks to a step-up in marketing

investment. We have taken a careful approach to developing and delivering our marketing

campaigns, resulting in greater brand awareness and market penetration.

The best example of this is at Twinings, now enjoyed in more

than 120 countries and where we see further scope to grow our

consumer base. We have invested significantly in advertising to

build our brand and achieve our growth ambitions in key markets

including the US, Canada, UK, France and Australia. Consumer-

centricity is important to us, from product development through

to advertising, so we have taken a thoughtful approach to ensure

our messaging engages and resonates with consumers to

achieve maximum impact.

This approach involves initial qualitative testing of our messages,

followed by small trials of the advertising campaigns where

wecan gauge their effectiveness using data. Only then do we

go live on a regional basis in our markets while continuing to

monitor the response via leading independent research companies

to confirm that we are getting a strong return on our investment.

In the US, for example, we began in New Jersey and Connecticut

before rolling out across the rest of the East Coast once we had

seen proven results from that first trial.

* Numerator Panel Insights, Top 10 Tea Category Brands, 52 weeks

ending26 May 2024.

Our US advert was adapted from an earlier French version,

taking the most successful elements from the campaign in

France and capitalising on the two markets’ similar consumer

objectives and brand positioning. This meant our US campaign

development costs were much lower and we were able to

invest more in the placement of the adverts in target media.

Our approach is working well. The latest Twinings advert was

inthe top 1% of adverts tested by Kantar, the market insight

company, which assesses adverts for short-term sales uplift

andlong-term brand impact. It reached 85% of our intended

audience in the US. We are growing household penetration in

both black and herbal teas and we are the top selling tea brand

on Amazon. Looking at the top 10 tea brands in the US at a total

market level, Twinings has had the greatest increase in ‘repeat

rate purchasing’ in the past year – which is the key measure

ofconsumer loyalty to a brand.*

OPERATING REVIEW CONTINUED

Grocery continued

Associated British Foods plc | 26 | Annual Report 2024

An image from a US

TV advert, profiling

the 50+ delicious

varieties of Twinings

teas and infusions

available in North

America

to grow our

international brands

Associated British Foods plc | 27 | Annual Report 2024

A US social media

post of two people

enjoying Twinings,

America’s #1 English

Breakfast tea

Ingredients businesses comprises yeast

andbakery ingredients, as well as a portfolio

ofspecialty ingredients focused on enzymes,

precision extraction, health and nutrition

andpharmaceutical delivery systems.

Yeast and bakery ingredients

We have a global yeast and bakery ingredients business, AB

Mauri, with well-established market positions in the Americas,

Europe and Asia. We sell our products to customers in over 100

countries, operating from 52 plants across 32 countries and we

have over 5,300 employees.

We work with industrial and craft bakers to develop leading

yeast solutions and bakery ingredients that are right for the

needs of their local markets. We are a technology leader in

bakery ingredients, supplying a range of products including bread

improvers, dough conditioners and bakery mixes and

concentrates for bread, cake and dough products. In addition to

bakers’ yeast, we supply speciality yeast products and

associated technologies to the alcoholic beverage and bioethanol

markets.

Mauri ANZ

Mauri ANZ is an ingredient company with production and milling

capacity in Australia and New Zealand. Our product portfolio

includes a range of flour products, yeast and bakery ingredients,

as well as animal feed mixes.

New Food Coatings

We have a 50% ownership in New Food Coatings, one of the

leading suppliers of customised breaders, batters, seasonings,

sauces and functional ingredients to the food manufacturing

andfood service markets across Australia, New Zealand and

south east Asia.

Specialty ingredients

We have a portfolio of specialty ingredients businesses,

ABFI,that use science and technology to create value-added,

innovative ingredients to serve the food and beverage, health

and nutrition and pharmaceutical industries, as well as markets

such as animal feed and certain industrial segments. We use

platforms such as enzymes and other industrial biotechnology,

precision extraction and synthetic chemistry.

We have almost 1,400 employees and serve customers in

morethan 50 countries from manufacturing and R&D facilities

in15countries across Europe, the Americas and Asia Pacific.

In food and beverage, we develop ingredients and solutions that

support product innovation. In health and nutrition, we develop

ingredients that provide a health benefit in dietary supplements

and functional food. In the pharmaceutical market, we produce

antacids, excipients, adjuvants and delivery systems that enter

the formulation of drugs.

ABFI is comprised of AB Enzymes, Ohly, ABFI Health &

Nutrition, ABITEC Corp, SPI Pharma and PGP International.

Revenue

£2,134m

2023: £2,157m

Actual currency: down 1%

Constant currency: up 2%

Adjusted operating profit

£233m

2023: £214m

Actual currency: up 9%

Constant currency: up 12%

Adjusted operating profit margin

10.9%

2023: 9.9%

Operating profit

£219m

2023: £201m

Actual currency: up 9%

Return on average capital employed

16.9%

2023: 16.1%

Water abstracted

16 million m

2023: 17 million m

Scope 1 & 2 GHG emissions

258 kt

2023: 291 kt

Gross investment

£238m

2023: £179m

OPERATING REVIEW CONTINUED

Ingredients

About Ingredients

Associated British Foods plc | 28 | Annual Report 2024

Ingredients sales grew 2% driven by a strong performance in our

yeast and bakery ingredients business, AB Mauri. As expected,

sales in our portfolio of speciality ingredients businesses, ABFI,

were impacted by customer destocking in H1, with performance

then improving in H2. Adjusted operating profit increased by

12% led by yeast and bakery ingredients.

Sales in yeast and bakery ingredients grew strongly across most

of our regions. This reflects both the annualisation of prior year

price increases, predominantly in H1, and good volume growth

supported by innovation in bakery ingredients, particularly in H2.

We had strong growth in North America, Brazil, Mexico, south

Asia and south east Asia. Our business in Argentina was

impacted by challenging economic conditions and currency

devaluation.

We continue to grow our presence and capabilities in Ingredients

through strategic acquisitions. We completed the acquisition of

Omega Yeast Labs LLC, a leading provider of liquid yeast to the

craft brewing industry in the US, complementing our existing

portfolio of speciality yeast products. We also completed the

acquisition of Mapo, an Italian manufacturer of premium frozen

baked goods, underpinning the growth potential for our

Scrocchiarella bakery products, and the acquisition of Romix, a

specialist blender of baking ingredients based in the UK.

During the year, our recently built speciality yeast plant in Hull,

UK, came online, expanding our capacity and capability in yeast.

We also continued with the construction of our new fresh yeast

plant in Northern India, where there is considerable market

demand for baker's yeast.

Our ingredients business in Australia and New Zealand, Mauri

ANZ, performed well and benefitted from increased production

in our new animal feed mill in Hope Valley, Western Australia,

after closing an older facility. New Food Coatings, our joint

venture ('JV') in Australia, New Zealand and south east Asia,

specialising in seasonings, sauces and ingredients, delivered

good growth. The JV is investing in a new facility in Bangkok,

Thailand, to add capacity.

Sales in our portfolio of speciality ingredients businesses,

focused on enzymes, precision extraction, health and nutrition

and pharmaceutical delivery systems, were impacted by

customer destocking in H1 before delivering a more encouraging

performance in H2. In particular, our enzymes and health and

nutrition businesses delivered good growth. We delivered an

improvement in the adjusted operating margin of our speciality

portfolio, benefitting from improved input costs, while

significantly increasing investment in R&D and commercial

capabilities to support long-term growth.

Investment continued across a number of strategic capital

projects in speciality ingredients. This included our yeast extracts

business, Ohly, where we are adding capacity in fermentation

and spray drying at our site in Hamburg, Germany. At AB

Enzymes, we are constructing a new high-care enzyme powder

packing line in Rajamäki, Finland.

Operating review

Associated British Foods plc | 29 | Annual Report 2024

AB Mauri colleagues

inspect tortillas at our

Global Technology

Centre in Etten-Leur,

theNetherlands

Using digital R&D to deliver efficiencies at AB Enzymes

Biotechnology research is advancing rapidly and driving the innovation that

is crucial for product development at AB Enzymes, where we develop and

market enzyme solutions for customers in the bake, food, technical and feed

markets. Our work involves screening for new or improved enzymes and

creating microbial strains to produce them before testing in different applications.

This year we initiated our ‘DigiReDI’ programme

aimed at further digitalising and automating our

research and development (‘R&D’) processes in

combination with the development of algorithms

and the introduction of AI. This work will help to

make our product development faster, more

efficient and more sophisticated.

Our investment will connect all our lab equipment

to our bespoke digital R&D processes, enabling

more automated data processing and analysis.

This eliminates a significant amount of manual

data handling, with early trials seeing the time

needed to compile the sample data and complete

the analyses cut from hours to seconds.

Digitalisation will also support our enzyme

screening methods by more effectively enabling

the processing of ever-increasing volumes of

data. Furthermore, new digital processes can pull

data together into useful formats, for example

detailed reports required by external regulators

responsible for approving new enzyme products.

As a result, our researchers are freer to focus

more on the product development itself, the

interpretation of results and the fine tuning of

experiments to produce successful outcomes,

aswell as being able to run more product

projects inparallel.

Looking ahead, DigiReDI will create the digital

infrastructure to enable us to integrate new

software and technologies as they evolve into

ourfurther digitised R&D so that we can maintain

pace with new scientific advances. We believe

this digital infrastructure will significantly improve

our product development capabilities in the

yearsto come.

OPERATING REVIEW CONTINUED

Ingredients continued

Associated British Foods plc | 30 | Annual Report 2024

An AB Enzymes

R&D colleague

at our lab in

Rajamäki, Finland

ESG highlights

• AB Mauri is focused on using water efficiently and returning

itsafely to the environment after use. Many of its production

facilities have complex on-site effluent treatment plants that

include biological processes, evaporators and reverse osmosis

membrane systems that can produce reusable water and

useful co-products. Since 2010, it has invested $120m

inwaste water treatment and 2023/24 was another year

ofprogress on this agenda, with the construction of a new

biogas co-generation plant in Brazil.

• AB Mauri reduced its Scope 1 and 2 (location-based) GHG

emissions by 13% against last year, driven by energy

efficiency initiatives, including advanced fermentation aeration,

high-efficiency natural gas boilers, and heat recovery

technologies. Biogenic carbon emissions from yeast

fermentation were also reduced by 4%.

• AB Enzymes, the ABFI industrial biotech business, has

continued developing innovative enzyme products for various

industries, that enable GHG emissions reductions without

compromising product performance. This is a key part of its

customer offering and continues to be a central focus for

investment and innovation.

• 75% of our Ingredients businesses’ waste was recycled,

recovered, reused, or sent for another beneficial use in

2023/24. Initiatives this year included transforming waste into

animal feed or into fertiliser and recycling of paper and plastics.

Read more about ESG initiatives of our Ingredients

businesses on our website at www.abf.co.uk.

Investing in water stewardship

at AB Mauri

Good water stewardship is essential for

our yeast and bakery ingredients business.

Water is the medium in which we grow yeast and it is also

used for cooling and cleaning equipment in our factories.

Our water stewardship strategy focuses on a ‘Four R’

approach: Return, Reduce, Reuse, and Recycle. Water

that we return to the environment must be treated to

standards that meet or exceed regulations in the countries

where we operate. In some cases, water treatment also

results in valuable by-products which can be used to

produce fertiliser, animal feed or a source of energy.

Our sites predict future water treatment legal

requirements so that upgrades can be future-proofed.

Guided by this strategy, we have invested more than

$120m in water treatment since 2010. A recent example

of this investment is a new waste water treatment

installation paired with a biogas co-generation plant at our

site in Pederneiras, Brazil, which will both improve water

quality and produce electrical and thermal energy from

steam and hot water. The installation utilises digesters:

aprocess that uses anaerobic digestion in the treatment

of waste water to produce biogas. It can also then treat

this biogas so it can be used as a fuel source and

transformed into energy via a co-generation plant.

Following our investment and strategic approach to water

stewardship, we have seen a steady year-on-year

increase in the proportion of water used that is treated

and returned safely to the environment, up from 74%

in2018/19 to 84% in 2023/24. We are approaching the

theoretical maximum of this water return KPI due to the

water which leaves the site in our products or through

production process evaporation. We are now moving

tothe next water circularity phase focused on Reduce,

Reuse and Recycling of water into our facilities, and

measuring our performance through an evolution of our

KPI metrics.

ESG at Ingredients

Associated British Foods plc | 31 | Annual Report 2024

The waste water

anaerobic digestion

facility at AB Mauri’s

yeast plant in

Pederneiras, Brazil

Investing in

new capabilities

Brewing a bright future: Yeast's role in

craftbeer and biotechnological evolution

In August 2024, AB Mauri North America acquired Omega Yeast, a leader in the craft brewing

liquid yeast market, to further strengthen and accelerate its speciality yeast business.

We believe there is a good opportunity to expand and enhance

the offerings of AB Biotek (an AB Mauri business division)

inthebeer and wider alcohol beverage market globally.

The origins of AB Biotek’s yeast and associated fermentation

technologies for beer can be found within the traditions of

whisky production in Scotland and Ireland and leading wine

producers worldwide. For many decades our products have

beenpreferred by world-leading artisans to produce some

ofthemost iconic whisky brands and award-winning wines.

The craft beer segment has experienced significant growth,

driven by consumer demand for diverse and consistent high-

quality beers. A critical component in this industry is brewing

yeast, which plays a vital role in fermentation and flavour

profiledevelopment.

In the early days of craft brewing, brewers relied on traditional

yeast strains, often sourced from larger breweries or home-

brewing communities. However, advances in biotechnology

andyeast management have revolutionised the industry.

AB Biotek’s fermentation and yeast technology experts have

meticulously developed a specialist portfolio of yeast solutions

for craft brewers. The strategic acquisition of Omega Yeast

significantly enhances our existing brewer’s yeast portfolio

andbrands. It introduces cutting-edge strains and innovative

bioengineering capabilities, further strengthening the quality

anddiversity of our craft brewing solutions.

Omega Yeast is a leading producer of liquid yeast for the

craftbrewing industry in North America, operating from a state-

of-the-art facility in Chicago, Illinois. The business is renowned

for its innovative capabilities, catering to a wide range of brewing

styles from traditional lagers and ales to West Coast IPAs

andhard seltzers.

Omega Yeast offers a diverse range of yeast strains tailored

toenable craft brewers to differentiate their products, including

traditional styles and innovative advanced solutions such as

theNEXT™ Series, featuring bioengineered strains for novel

flavours, and the PLUS™ Series, which offers familiar strains

with enhanced performance.

These strain evolutions allow brewers to explore new and

unique flavour profiles, pushing the boundaries of traditional

brewing techniques. Advanced propagation methods ensure

consistent quality and performance, improving fermentation

reliability. By continuously advancing our yeast technology,

wecan assist brewers globally to experiment with new

brewingmethods and styles, keeping the craft beer market

dynamic andexciting.

OPERATING REVIEW CONTINUED

Ingredients continued

Associated British Foods plc | 32 | Annual Report 2024

The Omega

YeastLabs

production facility

inChicago,

UnitedStates

to enhance

ourportfolio

Associated British Foods plc | 33 | Annual Report 2024

Craft beer being enjoyed

atRockwell Beer Company,

an Omega Yeast customer,

in St. Louis, United States

ABF Sugar produces a range of sugar, fuels

andother products from sugar cane, sugar

beet and wheat in Africa, the UK and Spain.

Across this group of businesses we employ 29,000 people and

operate 19 plants in eight countries, with the capacity to produce

approximately 4.5 million tonnes of sugar annually. Wefarm

more than 330,000 hectares across our markets, between

ourselves and over 25,000 growers.

In Africa, we have sugar cane operations in Eswatini, Malawi,

South Africa, Tanzania and Zambia, and packing operations in

Rwanda. We have market-leading consumer brands in these

countries, with Bwana Sukari in Tanzania, White Spoon in

Zambia and Illovo in multiple markets. In certain markets we

alsoproduce co-products such as potable alcohol, furfural and

electricity for local grids.

In the UK, British Sugar is the sole processor of the sugar

beetcrop and in Spain, Azucarera is the largest sugar producer.

Ourstrong domestic brands include Silver Spoon in the UK and

the Azucarera brand in Spain. In the UK, we produce a range of

co-products including energy, animal feed, bioethanol, betaine

and CO

. We operate one of the largest wheat bioethanol

production facilities in the UK, Vivergo.

We also have a 42.5% ownership in Czarnikow Group Limited

(CZ), a global supply chain management and advisory company

specialising in the food and beverage sector.

Revenue

£2,529m

2023: £2,474m

Actual currency: up 2%

Constant currency: up 11%

Adjusted operating profit

£199m

2023: £179m

Actual currency: up 11%

Constant currency: up 46%

Adjusted operating profit margin

7.9%

2023: 7.2%

Operating profit

£181m

2023: £119m

Actual currency: up 52%

Return on average capital employed

10.9%

2023: 9.7%

Scope 1 & 2 GHG emissions

2,072 kt

2023: 1,973 kt

Water abstracted

859 million m

2023: 838 million m

Gross investment

£252m

2023: £205m

OPERATING REVIEW CONTINUED

Sugar

About Sugar

Associated British Foods plc | 34 | Annual Report 2024

Sugar segment sales and profitability were strongly ahead of the

prior year.

Our European sugar businesses in the UK and Spain, which

accounted for approximately half of total Sugar sales, grew

strongly in 2024 due in large part to higher sugar prices. In the

UK in H1, the benefit from higher prices was more than offset by

the fact that low stock levels were carried over from the 2022/23

campaign, whereas H2 benefitted from increased production as

a result of the return to a more typical sugar beet crop in the

2023/24 campaign. In Spain, sales also benefitted from increased

acreage. Beet prices were high in both the UK and Spain for the

2023/24 campaign. As previously announced, sharper than

expected falls in UK and European sugar pricing, due to

increased supply in the market, negatively impacted sales and

profitability in Q4 2024. Consequently, adjusted operating profit

for the European sugar businesses for the full year in 2024 was

lower than expected.

Our overall African sugar business, which accounted for

approximately 40% of total Sugar sales, grew well in 2024 on a

constant currency basis. Growth in Zambia and South Africa was

particularly strong, where we benefitted from both strong cane

yields and good factory performances. Malawi was resilient and

Eswatini delivered a good performance. Across our African

businesses, commercial execution was strong and we made

further progress across a range of projects to drive continuous

improvement in both our manufacturing and agricultural

performance. On an actual currency basis, our African sales

declined due to the impact of foreign exchange translation,

primarily due to currency devaluations in Zambia and Malawi.

We continued to invest in a number of capital projects. The

largest is the new sugar mill we are building to expand our

capacity in Tanzania, a key growth market, which we expect to

complete in 2025. We are also investing in technology

infrastructure for our African businesses.

Improving factory performance

anddecarbonising at British Sugar

At British Sugar we are using our

engineering expertise to make our factories

more efficient in ways that will significantly

reduce our energy consumption and

greenhouse gas emissions. Our work has

contributed materially to the reduction in

ABF’s overall Scope 1 and 2 emissions

since 2017/18.

At our Wissington factory in Norfolk, we have designed

and invested in a major energy reduction project with the

installation of additional evaporators, heat exchangers and

processing equipment to significantly reduce the steam

required in sugar manufacturing. The project has

delivered a step-change reduction in site energy usage,

with emissions lowered by 30,000 tonnes of carbon this

year and demand for process steam reduced by 25%.

Our engineers are replicating the design principles at our

three other UK processing sites to deliver similar results,

with ground broken this year for the construction of

similar plant and equipment at Bury St Edmunds. When

complete, the site’s carbon emissions will be cut by

around 20,000 tonnes per year.

Alongside these projects, we have switched the fuel

source for our animal feed dryers at Bury and Newark to

natural gas, reducing carbon emissions by 20,000 tonnes

this year. We are also installing a modular gas-fired

combined heat and power plant at our Cantley site, which

is scheduled to be operational in 2025 and will reduce

carbon emissions by around 16,000 tonnes per year.

Thistechnology sets us up for fuel flexibility as the plant

can be fuelled by hydrogen too.

This work is enabled by the expertise of our in-house

teams, who have carried out detailed process mapping

across our operations to identify efficiencies. In total, our

investments since 2017/18 have delivered a Scope 1

reduction of 21.2% for British Sugar against our baseline

year of 2017/18. As technology develops, we will

continue to consider all options to further drive

decarbonisation across our sites and supply chain.

Operating review

Associated British Foods plc | 35 | Annual Report 2024

A British Sugar

engineer inspecting

an evaporator at

ourfactory in

Wissington, UK

During 2024, we closed our sugar business in the north of China

and agreed to the sale of its assets. Our sugar operations in

Mozambique were impacted by severe flooding in 2023. In 2024,

the operations were mothballed and we recognised an additional

impairment charge of £6m.

The operational performance of Vivergo, our bioethanol plant in

the UK, strengthened this year and it had a substantially reduced

operating loss. However, trading margins achieved during the

year continued to be variable as a result of volatility in bioethanol

prices. As such, we recognised an asset impairment of £18m in

2024.

As previously announced in our trading update on 5 September

2024, we expect the sharp fall in European sugar prices in Q4

2024 to impact performance in our Sugar segment significantly

in 2025, with adjusted operating profit expected to be in the

range of £50m to £75m. We expect profitability to recover in

2026 to be more in line with 2024, as a result of lower beet

prices that have been contracted and a rebalancing of supply and

demand in the market.

ESG highlights

• In January 2024, ABF Sugar set near-term and net-zero Scope

1 and 2 and Scope 3 GHG emissions reduction targets

validated by the Science Based Targets initiative. Further

details can be found on our website.

• ABF Sugar’s Scope 1 and 2 emissions increased by 5%

compared to last year, due to several factors which included

the extended campaign as a result of wet weather. However,

it has reduced its Scope 1 and 2 emissions by 18% against its

2018 baseline. British Sugar, the largest contributor to these

categories, increased its Scope 1 and 2 emissions by 19%

compared to last year due to short-term operational challenges.

However, it has reduced by 21% against the baseline year.

Atits Wissington site, the installation of additional evaporators,

heat exchangers, and other equipment has significantly

lowered steam usage, reducing emissions by 30 kt of CO

annually and reducing process steam demand by 25%.

• ABF Sugar improved water-use efficiency in 2024 by reducing

water abstraction per tonne of product by 0.3%. Moreover,

25% of abstracted water was reused during production before

being returned to the environment.

• In 2024, 86% of ABF Sugar’s total waste was recycled or

usedin another capacity. ABF Sugar's African operations used

bagasse, the fibrous by-product of sugar cane crushing, to

generate up to 87% of their factories' annual power needs.

• Our sugar businesses in Africa provide accommodation for

more than 60,000 employees and their families who work on

sugar estates in rural and remote areas. Throughout the year,

these businesses conducted a review of housing and living

conditions and have developed comprehensive plans to

continuously invest and update their accommodation

infrastructure.

Read more about ESG initiatives at ABF Sugar

on our website at www.abf.co.uk.

OPERATING REVIEW CONTINUED

Sugar continued

ESG at Sugar

Associated British Foods plc | 36 | Annual Report 2024

A drone being used for

targeted crop spraying

on the Ubombo sugar

estate in Eswatini

Water irrigation projects creating improved yields and further resilience

in Zambia and Eswatini

Growing high-yielding and resilient sugar cane is a major focus for our sugar

businesses in Africa and efficient use of water is essential to achieving this goal.

We are investing in more precise irrigation systems that maximise efficiency

andhelp sustain the agricultural systems on which our businesses rely.

Specifically, we are currently focused on more

efficient irrigation systems at our Nakambala

estate and Nanga Farms in Zambia. At

Nakambala, we are replacing traditional furrow

irrigation with sub-surface drip irrigation and

‘synergistic surface irrigation and drainage’,

anew system that will improve crop yield and

soilhealth. We are actively considering further

investments in these systems at Nanga Farms.

Together with the use of precision agriculture

technologies, we can concentrate more on areas

of the field where the crop experiences weather

stress and adapt our field layouts so that every

stick of cane receives the precise amount

ofwater it needs.

The projects are driving better yields while

improving water use efficiency and providing

greater weather resilience. Over the seven-year

period of implementation, the investment at the

two estates is approximately $20m.

Our focus on water also benefits the

communities in which we operate. In Eswatini,

we are making significant strides towards

reducing local poverty by partnering with the

Eswatini Water and Agricultural Development

Enterprise, a government agency, to support

theLower Usuthu Smallholder Irrigation Project

which is developing 11,500 hectares of

smallholder irrigation.

Some 2,300 households are expected to benefit

directly from the project which is also

establishing 28 farmer companies to cultivate

cane and other crops, providing greater food

security and nutrition for local communities.

Our Ubombo Sugar business has invested

significantly to optimise factory capacity to enable

the processing of the additional cane that will be

produced as a result.

Associated British Foods plc | 37 | Annual Report 2024

A sugar cane irrigation

system at the Ubombo

estate in Eswatini

Investing in

capacity

Building a new sugar factory to drive

growth in Tanzania

The potential for growth in Tanzania’s sugar market presents a substantial opportunity for

Kilombero Sugar with its strong local brand and our investment in new production capacity.

Tanzania’s population is growing by an average of 2.6% per year

and there has been an annual increase in sugar consumption

inthe last decade as a result. There is also a deficit in supply to

the local market. In 2021 we decided accordingly to build a new

sugar factory, known as ‘K4’, which will dramatically increase

Kilombero’s annual production capacity from 145,000 to 270,000

tonnes and should take our share of the Tanzanian consumer

sugar market to approximately 40%. The factory will be

commissioned in June 2025 and will create 2,000 direct jobs

inthe cane-to-sugar value chain.

Our significant investment in K4 will enable us to reduce costs

per tonne of sugar we produce. The factory will have the latest

equipment and be highly automated, with the capability to

produce different pack sizes according to demand and store

upto 110,000 tonnes of product on site, reducing the need for

multiple distribution warehouses. K4 will generate all the energy

and electricity it needs for its on-site operations from bagasse,

the sugarcane waste product, and each year for the next 10

years it will export 10MW of electricity to the local grid to create

an additional revenue stream.

This expanded production capacity requires an increase in the

supply of sugar cane from 1.25 million to 2.5 million tonnes per

year. This is an opportunity for the local growers. Their numbers

are forecast to increase from 6,500 to 12,000, making K4 the

largest community-inclusive rural economic development

projectin Tanzania.

A key strategic priority for the project is community inclusivity.

Accordingly, Kilombero Sugar carried out climatic and agronomic

reviews of the surrounding farming area and conducted surveys

of the local grower community to assess interest in cane

cultivation. Kilombero Sugar will further support local cane

farmers by providing information and analyses of the farms.

Theproject envisages local growers will supply some 1.5 million

tonnes of cane a year, with 75% of the supply expected within

the first six years. Kilombero Sugar’s cane supply from its

ownfarm will also increase to 1 million tonnes a year, with

investment to be made in upgrading irrigation equipment

aspartof that.

OPERATING REVIEW CONTINUED

Sugar continued

Associated British Foods plc | 38 | Annual Report 2024

The K4 sugar factory

and warehouse

under construction

at Kilombero

inTanzania

to grow our

presence in Africa

Associated British Foods plc | 39 | Annual Report 2024

An advertising

image for White

Spoon in Zambia

AB Agri is an international agri-food

business.

We sell our products and services to farmers, feed and food

manufacturers, processors and retailers in more than 100

countries. We employ more than 3,000 people globally.

We produce speciality feed ingredients for livestock, horses and

pets. We develop pioneering ingredients including feed additive

products, high-quality bespoke vitamin and mineral

pre-mixes and starter feeds.

Our dairy business in the UK delivers targeted insights that

helpcreate continuous improvement for dairy supply chains.

Weprovide products and data insights to major food processors,

retailers and directly with farmers, enabling them to produce

high-yielding, safe and nutritious dairy products.

AB Agri is also one of the UK’s largest compound feed

businesses for pig and poultry customers. It is also one of the

UK’s largest marketers of co-products from the food and drink

industries for dairy and beef farmers. We have international

manufacturing capabilities extending into Europe and China.

Frontier

We also have a 50% ownership in Frontier, the UK’s leading

provider of grain marketing and crop production services to

customers in the UK. It supplies seed, crop protection products

and fertiliser to farmers, as well as providing specialist

agronomyadvice.

Revenue

£1,650m

2023: £1,840m

Actual currency: down 10%

Constant currency: down 9%

Adjusted operating proﬁt

£41m

2023: £41m

Actual currency: down 0%

Constant currency: up 3%

Adjusted operating profit margin

2.5%

2023: 2.2%

Operating profit

£31m

2023: £32m

Actual currency: down 3%

Return on average capital employed

8.0%

2023: 8.4%

Number of employees

3,446

2023: 3,052

Gross investment

£29m

2023: £92m

OPERATING REVIEW CONTINUED

Agriculture

About Agriculture

Associated British Foods plc | 40 | Annual Report 2024

Agriculture revenue decreased by 9%while adjusted operating

profit increased by 3% in 2024.

Our speciality feed and additives businesses performed well. AB

Neo, our starter feed business, had good growth in volumes and

operating profit. AB Vista, our international feed additives

business, grew volumes of both enzyme and non-enzyme

additives, albeit continued price competition on certain products

impacted sales growth. Premier Nutrition, our specialist premix

manufacturing business, had good growth driven by volumes

and our nutritional supplements businesses delivered good

growth in sales and profit. Our dairy business, which was formed

through a number of acquisitions in 2023, performed well as we

continued with their integration.

Lower sales in our compound feed businesses reflected reduced

commodity prices and continued soft demand in the UK and

China. Market conditions in the UK remained challenging due to

reduced herd sizes and excess feed production capacity and in

China the market was depressed by the economic environment

and low farm profitability.

Frontier, our JV that provides grain marketing and crop

production services to customers in the UK, was significantly

impacted by prolonged wet weather in autumn 2023. This

particularly affected the overall performance of Agriculture in

2024.

We continued to invest in long-term growth, with the ongoing

build of new premix plants in Vietnam and China.

ESG highlights

• AB Agri reduced its Scope 1 and 2 emissions (location-based)

by 14% in 2024 compared to last year. This reduction was

partly due to operational reasons, but also driven by efficiency

improvements, technological investments, and a shift to

lower-emission fuel sources, including the installation

ofsolarpanels.

• AB Agri continues to develop its integrated dairy business

which collaborates with various stakeholders along the

valuechain to develop solutions aimed at reducing the

environmental footprint of dairy farms and in particular

reducing their GHG emissions.

Read more about ESG initiatives at AB Agri

on our website at www.abf.co.uk.

Operating review ESG at Agriculture

Associated British Foods plc | 41 | Annual Report 2024

A lab manager testing

waste animal feed for use

as anaerobic digestion

feedstock at Amur

Energy's lab in York, UK

Investing in

innovation

AB Vista expands offering to support

responsible livestock production

We have identified the need for more holistic solutions to support customers in addressing

the challenges ahead, so creating an opportunity to add more value beyond feed additive products.

Since its inception in 2004, AB Vista has grown to be a leading

player in supplying enzymes to the global animal feed industry

and livestock farm businesses. With a reputation for scientific

capability and products backed by extensive trials and evidence,

the business has been seeking to expand its offering to

betteraddress the biggest challenges facing the industry today

– producing more from less and supporting animal health

andwelfare.

Many of the most common and problematic diseases found

inlivestock affect the animals’ gut, so maintaining gut health

isvital in responsible and productive livestock farming systems.

Livestock producers can minimise the risk of disease and reduce

the use of antibiotics and other therapeutic medicines by

focusing on building gut health and immune system robustness,

rather than treating animals once disease is prevalent.

Thisincreases the number of healthy animals produced.

The gut is a complex area to manage, not least because of the

interaction between the animal, its conditions and its unique

microbiome comprising billions of microorganisms.

So AB Vista’s research has focused in part on identifying

biomarkers of microbiome health, such as those that indicate

thebalance between fibre and protein fermentation and the

population of some potentially pathogenic bacteria families.

This research underpins AB Vista’s new gut health service for

piglets and broiler chicken producers, bringing together its health

expertise, its gut health testing and a product portfolio featuring

feed additive products which all combine to enhance gut health

without the use of medicine. One example of such a product is

Progres, a patented natural feed material derived from

coniferous trees with active ingredients proven to reduce the

damage caused by inflammation in poultry and livestock.

We believe AB Vista is uniquely well positioned because it

isnow able to combine its well-developed existing routes to

market with its recently enhanced offer made up of products,

services and expertise. As our capability in diagnostics and data

analysis grows further, we hope to enter new markets with this

broad solution-led offering.

OPERATING REVIEW CONTINUED

Agriculture continued

Associated British Foods plc | 42 | Annual Report 2024

An AB Vista lab

technician at our

technology and

innovation centre

inWales

to improve

livestock wellbeing

Associated British Foods plc | 43 | Annual Report 2024

Piglets on an AB Agri

feed customer’s farm

in Norfolk, UK

Group performance

Group revenue was £20.1bn, 4% ahead of last year at constant

currency, with sales growth in Retail and most of the food

businesses. The Group generated an adjusted operating profit of

£1,998m, an increase of 32% at actual exchange rates ahead of

last year, reflecting a strong margin recovery across the Group as

a result of input cost pressures easing. Group adjusted operating

profit margin improved from 7.7% last year to 10.0%. Operating

profit for the Group of £1,932m was 40% ahead, after charging

exceptional items of £35m (2023 – £109m).

For the full year the average rates used to translate the income

statement resulted in an adverse translation movement

compared to the prior year of £97m, primarily driven by the

strengthening of sterling against the US dollar and the euro, as

well as against some of our trading currencies in our business in

Africa.

Free cash flow of £1,355m increased significantly on last year,

an increase of £1,086m.

Segmental summary

The segmental analysis by division is set out in the operating

reviews. The segmental analysis by geography is set out in note1

in the notes to the financial statements.

Revenue Adjusted operating profit

At actual rates

2024

2023 Change

2024

2023 Change

£m

£m %

£m

£m %

Retail

9,448

9,008 +4.9

1,108

735 +50.7

Grocery

4,242

4,198 +1.0

511

448 +14.1

Ingredients

2,134

2,157 -1.1

233

214 +8.9

Sugar

2,529

2,474 +2.2

199

179 +11.2

Agriculture

1,650

1,840 -10.3

41 –

Central

–

– –

(100)

(94) -6.4

20,003

19,677 +1.7

1,992

1,523 +30.8

Business disposed

Sugar

(10)

20,073

19,750 +1.6

1,998

1,513 +32.1

FINANCIAL REVIEW

Financial review

Associated British Foods plc | 44 | Annual Report 2024

Adjusted earnings per share

2024

2023 Change

£m

£m %

Adjusted operating profit

1,998

1,513 +32.1

Finance income

Finance expense

(33)

(37)

Lease interest expense

(102)

(91)

Other financial income

Adjusted profit before taxation

1,957

1,473 +32.9

Taxation on adjusted profit

(453)

(346)

Adjusted profit after tax

1,504

1,127 +33.5

Adjusted earnings attributable to

equity shareholders

1,479

1,103 +34.1

Adjusted earnings per share (in

pence)

196.9 p

141.8 p +38.9

Interest and other financial income

Finance income increased in the year as a result of higher rates

of interest earned on our cash and investments. Finance

expense reduced as a result of the repayment of our final $100m

Private Placement notes in early April while lease interest

expense increased driven in part by our continued store

expansion programme in Retail. Other financial income was

lower primarily due to foreign exchange losses caused by the

devaluation of certain African currencies on non-local currency

liabilities.

As a result of the above, on an adjusted basis, profit before tax

was up 32.9%, to £1,957m.

Taxation

This year’s tax charge on the adjusted profit before tax was

£453m, with a reduction in the adjusted effective tax rate to

23.1% from 23.5% last year. The adjusted effective tax rate

included the full year impact of the increase in UK corporation tax

from 19% to 25% from April 2023 but this was more than offset

by the changes to the mix in profits by jurisdiction.

Our current expectation is for the Group's effective tax rate in

2025 to be broadly in line with 2024. This assumes that the

limited upward pressure on the rate arising from the introduction

of Pillar 2 will be offset by several smaller movements.

Adjusted earnings per share increased by 38.9% to a record

196.9p per share. This increase reflects the higher adjusted profit

as well as as a benefit from the reduction in the weighted

average number of shares, from 778 million for 2023 to 751

million for 2024, as a result of share buyback programmes

executed in the year.

Basic earnings per share

2024

2023 Change

£m

£m %

Adjusted profit before tax

1,957

1,473 +32.9

Acquired inventory fair value

adjustments

(2)

(3)

Amortisation of non-

intangibles

(40)

(41)

Exceptional items

(35)

(109)

Profits less losses on sale and

closure of businesses

(3)

Profits less losses on disposal

of non-current assets

Transaction costs

(5)

Profit before tax

1,917

1,340 +43.1

Taxation

(437)

(272)

Profit after tax

1,480

1,068 +38.6

Earnings attributable to equity

shareholders

1,455

1,044 +39.4

Basic earnings per share (in

pence)

193.7 p

134.2 p +44.3

Exceptional items

2024

2023

£m

Grocery - impairment

–

Sugar - impairments

Retail - impairments, right-sizing and fair

value write-downs

109

The income statement this year included a non-cash exceptional

impairment charge of £35m.

In the Sugar segment, Vivergo recognised a £18m impairment

write-down against assets driven by the volatility of bio-ethanol

prices impacting trading margins. Due to the severe flooding in

Mozambique last year, the related damage to the sugar crop

fields and the inability to plant for the foreseeable future, our

sugar business in Mozambique recognised a further £6m

impairment write-down against assets.

In the Retail segment, the Group recognised £11m of

exceptional impairment charges relating to the German stores

impaired in 2022, after additional right-of-use assets were

recognised due to rent indexation adjustments in the current

financial year.

The prior year exceptional impairment charge of £109m

comprised non-cash write-downs of assets specifically £41m for

the Don businesses in the Grocery segment, £50m for the Sugar

segment including £15m for China North Sugar and £35m for

Mozambique and £18m for the Retail segment relating to rent

indexation in the German Primark store portfolio.

Associated British Foods plc | 45 | Annual Report 2024

Profit less losses on sale and closure of businesses of £26m

predominantly includes the profit on our sale of our China North

Sugar business. Profit less losses on disposal of non-current

assets of £16m includes profit on sale of our non-operating

investment property portfolio in our Central division for

properties in the UK and Australia. The prior year profit of £28m

also relates to the sale of other non-operating investment

properties in Central mostly in Australia and also included a large

property sale in the UK for our Grocery Segment.

Profit before tax of £1,917m was 43.1% ahead of last year,

benefitting from the lower level of exceptional items in 2024.

Total tax charge for the year of £437m benefitted from a credit

of £16m (2023 – £74m) for tax relief on the amortisation of non-

operating intangible assets, the amortisation of acquired

inventory fair value adjustments, the profits on disposal of non-

current assets, the profits on disposal of businesses and on the

exceptional items.

Earnings attributable to equity shareholders were £1,455m

and basic earnings per share were 193.7p, 44% ahead of last year,

also benefitting from the lower level of shares.

Cash flow

2024

2023

£m

Adjusted EBITDA

2,910

2,361

Repayment of lease liabilities net

ofincentives received

(308)

(246)

Working capital

305

(216)

Capital expenditure

(1,184)

(1,073)

Purchase of subsidiaries, joint ventures

and associates

(93)

(94)

Sale of subsidiaries, joint ventures

andassociates

Net interest paid

(69)

(74)

Taxation

(340)

(341)

Share of adjusted profit after tax from

joint ventures and associates

(120)

(127)

Dividends received from joint ventures

and associates

105

107

Other

125

(32)

Free cash flow

1,355

269

Share buyback

(562)

(448)

Dividends

(502)

(345)

Movement in loans and current asset

investments

(318)

(10)

Cash flow

(27)

(534)

There was a record free cash inflow in the year totalling £1,355m

as a result of a combination of record operating profit generated

by the Group, and the normalisation of working capital.

Working capital inflows during the current financial year were

driven by a number of factors including the normalisation of

inventory at Primark as expected, stock reductions in most of our

food businesses, reducing inflation overall and various other

working capital initiatives.

The capital expenditure increase this year continues from the

step up in investment last year following low levels in the prior

years. This is driven by the continuation of a number of large

capital projects. The increase of the investment in our food

businesses primarily relates to projects to build capacity. In

Primark the increase reflects the acceleration of our new store

programme and expenditure to expand our capabilities in

warehouse automation and technology. We expect this higher

level of investment to continue in the medium term.

2024 gross investment

Retail: £530m Sugar: £252m

Grocery: £226m Agriculture: £29m

Ingredients: £238m Central: £6m

The spend on acquisitions this financial year was £93m. The

most significant of these were the acquisition of The Artisanal

Group ('TAG') in Australia in our Grocery segment, acquisitions in

our Ingredients segment of Mapo, Romix and Omega Yeast and

the acquisition of our remaining holding of the Roal business in

which we previously had a 50% stake.

We disposed of our China North Sugar business.

Cash tax was broadly similar to last year, notwithstanding the

significant increase in profit, because of the reallocation of

historic overpayments arising from favourable settlements of

historical enquiries and returns. We expect this impact to

continue in 2025 and overall are expecting a slightly reduced

level of cash tax due to the anticipated receipt of the state aid

refund.

In Other cash flow, we have seen the benefit of the UK pension

fund abatement of £64m (£38m for the defined contribution

scheme and £26m for the defined benefit scheme) and an

increase in non-cash provisions predominantly as a result of the

onerous contract provisions recognised in our Sugar segment.

FINANCIAL REVIEW CONTINUED

Associated British Foods plc | 46 | Annual Report 2024

£1,281m

(2023: £1,171m)

Below free cash flow, there was cash outflow of £562m from

our share buyback programmes, £56m related to the first £500m

share buyback early in the financial year, the completion of the

second £500m share buyback programme. We also paid £502m

for total dividends in this financial year, which reflects the 2023

final and special dividend and interim 2024 d

ividend. Cash

deposits placed with a greater than 90-day term resulted in an

increase in current asset investments in the year.

Financing and liquidity

2024

2023

£m

Short-term loans

(71)

(99)

Long-term loans

(454)

(394)

Lease liabilities

(3,065)

(3,160)

Total debt

(3,590)

(3,653)

Cash, cash equivalents and overdrafts

1,235

1,388

Current asset investments

334

–

Total net debt (2,021)

(2,265)

Leverage ratio 0.7x

1.0x

Total short and long term loans of £525m at the year end

increased by £32m compared to £493m last year, with our final

$100m (£81m) Private Placement notes being repaid in April

2024. This was offset by increased borrowing in our Sugar

businesses in Africa, to primarily fund expansion in Tanzania.

Cash, cash equivalents and current asset investments of

£1,569m increased by £181m compared to last year, reflecting

our positive cash flow. £334m of this is classified as current

asset investments, with cash deposits with maturities between

three and six months placed to diversify our cash investments

and lock in favourable interest rates. Net cash before lease

liabilities of £1,044m increased by £149m year-on-year.

Total Liquidity of £2.9bn was £0.2bn higher than last year. Total

Liquidity comprises cash, cash equivalents and current asset

investments of £1.7bn less non-qualifying borrowings of £0.2bn

and inaccessible cash of £0.1bn, plus the £1.5bn committed

revolving credit facility ('RCF'), which is free of financial

performance covenants. The RCF was extended in the year,

taking the final maturity to June 2029.

Lease liabilities reduced by £95m year-on-year as a result of the

capital repayment element of the leases and favourable

exchange rate movements more than offsetting the impact of

new space and lease renewals.

Total net debt reduced by £244m in 2024 to £2,021m at the year

end. A combination of higher Adjusted EBITDA and lower Total

net debt resulted in a lower Leverage ratio of 0.7x at the year

end, compared to 1.0x in 2023.

Pensions

The Group’s defined benefit pension schemes aggregate surplus

increased by 4% to £1,432m at year end compared to last year’s

£1,377m. The UK scheme, which accounts for around 90% of

the Group’s gross pension assets was in surplus by £1,454m

(2023 – £1,397m. The most recent triennial actuarial valuation of

the UK scheme was carried out as of 5 April 2023. This last

valuation showed a funding surplus of £1,013m . Details of the

assumptions made in the current and previous year are disclosed

in note 13 of the financial statements together with the bases on

which those assumptions have been made.

The charge for the year for the Group’s defined contribution

schemes amounted to £103m (2023 – £95m). This compared

with the cash contribution to the defined benefit schemes of

£9m (2023 – £36m), the decrease driven by the benefit of the

abatement on the UK pension fund.

As agreed with the trustees last year and reconfirmed this year,

as a result of this significant increase in the surplus in the UK

scheme, the Group will continue to receive a cash flow benefit

per year from the abatement of UK employer pension

contributions on both the defined benefit and defined

contribution schemes, the latter approximately £35m.

Dividend and shareholder returns

Our capital allocation policy is for the Group’s financial leverage,

expressed as the ratio of Total net debt to Adjusted EBITDA, to

be well under 1.5 times whilst financial leverage consistently

below 1.0 times may indicate a surplus capital position. Surplus

capital may be returned to shareholders by special dividends or

share buybacks, subject to the Board’s discretion.

In November 2023 we announced our second share buyback

programme of £500m, which was completed in August 2024.

At the end of the financial year we had 744 million ordinary

shares in issue. The weighted average number of shares for the

year was 751 million, which compared to 778 million for the prior

financial year. This year's share buyback has had a positive

impact on our reported adjusted earnings per share of 6.7p,

calculated on a simplified basis.

At the end of the financial year 2024, our financial leverage ratio

was 0.7x In September 2024, we extended the buyback

programme by £100m. This has now been completed. The

Group continues to prioritise investment in its businesses.

Nevertheless, given the outlook for the

Group, the strength of

the balance sheet and the underlying cash generation of the

business, the Board has decided to continue to return additional

capital to shareholders. Therefore, the Group will continue with a

buyback programme, targeting an additional amount of £500m

over the next 12 months.

In addition, the Group is declaring a special dividend of 27.0p per

share. The Board is proposing a final dividend of 42.3p per share,

which together with the special dividend will be paid on 10

January 2025 to shareholders on the register on 13 December

2024. Taken with the interim dividend of 20.7p per share, the

total dividend equates to 90.0p per share, an increase of 50% on

the total dividend of 60.0p in the financial year 2023.

Eoin Tonge

Finance Director

Associated British Foods plc | 47 | Annual Report 2024

Stakeholder engagement

We engage regularly with stakeholders at Group and/or business

level, depending on the particular issue.

As illustrated in our operating model on pages 8 to 11, the role

oftheGroup, the corporate centre, and therefore ofthe Board,

istoprovide a framework for the sharing of ideas and best

practice. There is constant dialogue with the people who run

ourbusinesses, giving our corporate leaders a comprehensive

overview of their material opportunities and risks, enabling

collaboration. We consider this to be an important factor

inthesuccess of the Group.

Authority for the operational management of the Group’s

businesses is delegated to the Chief Executive for execution

orfor further delegation by the Chief Executive to the senior

management teams of the businesses. This is to ensure the

effective day-to-day running and management of the Group.

Thechief executive of each business within the Group has

authority for that business and reports directly to the

ChiefExecutive.

While day-to-day operational decisions are made locally,

theBoard not only provides input on the principal decisions

andstrategy, but also supports individual businesses

byfacilitating the sharing of best practice and know-how

betweenthe businesses.

This approach necessarily involves a high degree of delegation

ofcommunication with stakeholders to the management of the

Group businesses. Where the directors of the Company have

not themselves directly engaged with stakeholders, those

stakeholder issues are considered at Board level both through

reports to the Board by the Chief Executive and/or Finance

Director and also by the senior management of the Group’s

businesses. Senior management of the businesses are

requested, when presenting to the Board on strategy and

principal decisions, toensure that the presentations cover

whatimpact the strategy/principal decision has on the relevant

stakeholders and how theviews of those stakeholders have

been taken into account.

In the following pages, we set out the key stakeholder groups

with whom engagement is fundamental tothe Group’s

ongoingsuccess.

Employees

We employ approximately 138,000 people. Our people are central to our success.

Key matters How the businesses engage with this

stakeholder group

• Health, safety and wellbeing

• Diversity, equity and inclusion

• Cost of living

• Culture

• Engagement

• Development

• Day-to-day engagement

• Email

• Town halls

• Surveys

• Health and safety

programmes

• Training

• Notice boards

• Newsletters

• Intranet

How the Board engages and/or is kept informed and takes matters into account

• Richard Reid, as designated Non-Executive Director for

engagement with the workforce, meets with employees from

a selection of businesses to seek to ensure that the ‘voice’

ofeach workforce in the Group is heard at Board level.

• The Board receives two specific updates each year from

Richard Reid and the Chief People and Performance Officer

inrespect ofprogress on workforce engagement and

resultingactions.

• Eachbusiness division also specifically reports to the Board

onworkforce engagement within that division.

• The Chief Executive and Finance Director continue to engage

with employees both at the corporate centre and at the

regional businesses through town halls in the businesses

covering business updates and ESG topics.

• The Group Safety and Environment Manager provides the

Board with updates on safety trends and progress against

keyperformance indicators, supplemented by updates from

the divisions.

See the letter from Richard Reid on pages 95 and 96,

which includes details of some ofthe outcomes

from workforce engagement. See also the

‘Ourpeople’ section on pages 58 to 60.

SECTION 172 STATEMENT | OUR STAKEHOLDERS

Engaging with our stakeholders

Associated British Foods plc | 48 | Annual Report 2024

Suppliers

As a diversified international Group, we have many complex supply chains.

Key matters How the businesses engage with this

stakeholder group

• Responsible sourcing

• Supply chain sustainability

• Payment practices

• Human and labour rights

inour supply chains

• Transparency in supply

chains

• Conversations (face-to-face

or virtual)

• Training

• Communication sessions

• Correspondence

• Audits

• Engagement with supplier

representatives and NGOs

How the Board engages and/or is kept informed and takes matters into account

• Senior management of each business division (often with the

assistance of specialists from within that division) regularly

report to the Board on key relationships and projects with

suppliers either as part of their business updates to the Board

or through reports to the Chief Executive and Finance Director.

• The Board reviews each business segment every year,

including a review of ESG matters in the supply chains.

Examples of key matters or projects on which the Board was

briefed include:

• human rights and environmental due diligence in respect

ofour supply chains;

• disruption to ocean freight in the Red Sea and its impact

onsupply chains; and

• the expansion of the Kilombero sugar plant in Tanzania and

the impact on growers.

See further details on pages 19 and 61 in respect of

our human rights and environmental due diligence,

page 80 in respect of working with suppliers to

manage supply chain risks and page 38 in respect of

the expansion of the Kilombero plant.

Customers/Consumers

The buyers of our safe, nutritious and affordable food, and clothing that is great

value for money.

Key matters How the businesses engage with this

stakeholder group

• Healthy and safe products

• Value for money

• Availability of products

• Customer relations

• Social and environmental

impact

• Store environment

• In-store signage (Primark)

• Face-to-face interactions

withstaff

• Customer surveys

• Websites

• Labelling

• Social media

• Customer/consumer

contactlines

• Market data analysis

How the Board engages and/or is kept informed and takes matters into account

• The Board is regularly updated by each business division

onitsstrategy, including in relation to key customers and key

activities impacting customers and consumers.

• The Group Director of Financial Control provides the Board

withan annual report on food and feed safety.

• The Chief Executive and Finance Director meet each division

quarterly to discuss key commercial matters.

Examples of key matters or projects on which the Board was

briefed include:

• increased marketing investment in Twinings and Ovaltine;

• Primark’s Digital Strategy, including expansion of the Click

&Collect offering; and

• the Agriculture division’s strategy of connecting data

andtechnology in new ways to help customers

improveperformance.

See further details on page 20 about Primark’s

roll-out of Click & Collect, on page 26 about

Twinings investing in marketing to grow our

international brands and on page 42 about AB

Vistainvesting in innovation to support customers

in improving livestock wellbeing.

Associated British Foods plc | 49 | Annual Report 2024

Communities and the environment

Supporting society and respecting the environment are two of the key ways we live our

values and make a difference.

Key matters How the businesses engage with this

stakeholder group

• Climate change mitigation

and adaptation

• Natural resources and circular

economy

• Social impact – including

employment opportunities

• Agriculture and farming

practices

• Various environmental

programmes

• Dealings with NGOs and

other expert programmes

and schemes

• Coaching and training

programmes

• Community programmes

and schemes

How the Board engages and/or is kept informed and takes matters into account

• Senior management of the business divisions report to

thefullBoard on their key ESG matters as part of their

businessupdates.

• The Board reviews risk assessments undertaken by the

businesses each year which consider, among other things,

climate change impacts and risks.

• The Director of Legal Services and Company Secretary and

theGroup Corporate Responsibility Director present to the

Board (or to individual Board members) on broader corporate

responsibility issues that sit beyond our direct manufacturing

operations e.g. in the supply chains.

• The Board receives updates from the Chief People and

Performance Officer and the Group Safety and Environment

Manager on environmental matters in our direct

manufacturing operations.

• The Board receives updates and provides views on other

sustainability matters. This included individual sessions with

non-executive directors on climate-related financial reporting.

See pages 61 to 65 in the Responsibility section

ofthis Annual Report. See also pages 37 and 38 for

examples of projects which also benefit surrounding

communities.

Shareholders and institutional investors

The Company has a mix of individual and institutional shareholders, including bondholders,

whoseviews are valued.

Key matters How the businesses engage with this

stakeholder group

• Strategic updates

• Business and financial

performance

• Return on investment

• ESG

• Remuneration

• Results announcements

• Press releases

• Annual general meeting

• Annual Report

• Website

• Meetings

• Registrar

How the Board engages and/or is kept informed and takes matters into account

• Regulatory News Service (RNS) announcements keep

investors updated on business and financial performance

andother matters.

• The Chief Executive and/or Finance Director meet with

investors throughout the year. The Head of Investor Relations

also meets prospective and current investors, as well as

analysts who write reports on the Company.

• Each year, the Chairman meets with the Company’s

largestinstitutional shareholders to discuss their views,

issuesorconcerns.

• The annual general meeting provides an opportunity for retail

shareholders to ask the Board questions.

• The Board also responds either directly or via its in-house

company secretarial team to shareholder queries raised

throughout thecourse of the year.

• At each Board meeting, the directors are briefed on meetings

that have taken place with institutional shareholders and

onfeedback received.

• The Remuneration Committee Chair meets with investors and

analysts to answer queries and respond to feedback around

remuneration issues.

• All shareholders are treated equally and a Relationship

Agreement is in place with the Company’s controlling

shareholders (see page 128 and 129).

See further details on page 93, which includes

details on this year’s annual general meeting.

SECTION 172 STATEMENT | OUR STAKEHOLDERS CONTINUED

Associated British Foods plc | 50 | Annual Report 2024

Governments

The Group is impacted by changes in laws and public policy.

Key matters How the businesses engage with this

stakeholder group

• Climate and environment-

related matters

• Tax and business rates

• Agricultural and trade policy

• Public health

• Support of businesses

and workers

• Energy support schemes

• Meetings, calls and

correspondence

• Responding to consultations

and calls for evidence

• Providing data/insights

(e.g.supply challenges)

• Participation in government

schemes

• Parliamentary events

• Industry forums

• Site visits

• Attendance at conferences

How the Board engages and/or is kept informed and takes matters into account

• The Company engages with governments to contribute to,

andanticipate, important changes in public policy.

• The Board takes into account the interplay between

commercial decisions and government policies and aims

initsinvestment decisions.

• The Board is briefed on engagement with governments,

which, using the UK as an example, might cover matters

specifically related to environmentalpolicies including

Extended Producer Responsibility, decarbonisation and the

Emissions Trading Scheme, highstreets and business rates

and taxes, the impact ofinternationalconflicts and new

government priorities.

Associated British Foods plc | 51 | Annual Report 2024

In making decisions throughout the course ofthe financial year, there is a need to ensurethat the

consequences promote the long-term success of the Company, as well as maintain our reputation

for high standards ofbusiness conduct.

Provided in this section are some examples of principal decisions that were taken (or implemented) by the Board during the year

andhow stakeholder views were taken into account and impacted on those decisions.

Capital structure and shareholder returns

Which stakeholders most affected?

Shareholders/Institutional investors

Consideration of stakeholder views/interests andimpact

on decision-making

Following completion of the first £500m share buyback

announced in November 2022, the Board decided to launch

afurther £500m share buyback in November 2023. The Board

also declared a special dividend, in addition to proposing a final

dividend, both payable in January 2024.

In making these decisions, the Board considered the Company’s

capital allocation policy, which is for the Group’s financial leverage

(expressed as the ratio of net debt including lease liabilities to

adjusted EBITDA) to be well under 1.5 times. As the financial

leverage was just under 1.0 times, this indicated a surplus capital

position, giving the Board the discretion to return surplus capital

to shareholders both by way of a special dividend and a share

buyback programme. In exercising that discretion, the Board

took into account the outlook for the Group, the strength of

thebalance sheet and the underlying cash generation of the

business. The Board considered that these shareholder returns

still allowed the Group the ability to continue to prioritise

investment in its businesses. The Board also considered that

share buybacks should only be used if they created enhanced

value for continuing shareholders.

Following payment of an interim dividend in July 2024, and

following completion of the further £500m buyback in August

2024, in September 2024 the Board approved an additional

£100m extension to the share buyback.

In deciding to buy back shares, as well as taking into account

theCompany’s capital allocation policy, the Board also took into

account ongoing views of various investors (including views

expressed in meetings with the Chairman, the Chief Executive

and/or Finance Director) and advice from the Company’s

advisers and brokers that further share buybacks would be

anappropriate way to return capital to shareholders.

Investments in digital and data capabilities,

technology and brand marketing at Primark

Which stakeholders most affected?

Customers/Consumers

Employees

Consideration of stakeholder views/interests andimpact

on decision-making

Following the continued investment in digital capability and

expansion of Click & Collect services referred to in last year’s

Annual Report, the Board approved increased investment in

Primark’s product, digital and brand initiatives.

During the financial year, the Board spent two days with Primark

in Madrid and received presentations from senior management

of Primark covering a range of matters including updates on

Primark’s digital strategy and investments in technology, as well

as on investments in brand marketing and the ongoing store

expansion and store refits.

The Board was updated on the Click & Collect trial in the UK, which

demonstrated that the service satisfied unfulfilled demand from

both new and existing customers by offering an extended choice

beyond the local store offering. The digital initiatives have resulted

in increased engagement with customers and the stock-checker

facility, combined with other improvements to the websites,

were considered to have provided meaningful support to sales.

There is continued investment in search engine optimisation,

customer relationship management and paid marketing.

Other technology investments discussed and approved by the

Board include the continued roll-out of self-checkouts in Primark

stores, which we believe will both improve customer experience

and reduce costs.

Customers at the self-checkouts in Primark’s expanded

store in Westfield Stratford, UK. Credit: ITAB.

SECTION 172 STATEMENT | PRINCIPAL DECISIONS

Principal decisions

Associated British Foods plc | 52 | Annual Report 2024

Approval of various capital projects in our food

andingredients businesses

Which stakeholders most affected?

Customers/Consumers

Communities/Environment

Employees

Shareholders/Institutional investors

Consideration of stakeholder views/interests andimpact

on decision-making

Throughout the financial year, the Board approved further

significant capital expenditure (or increases to existing approved

capital expenditure) in our food and ingredients businesses.

Thisincluded:

• expansion of the AB World Foods production facility at Nowa

Sol in Poland to accommodate growing demand;

• proposed investment in a replacement flour mill for George

Weston Foods in Ballarat, Victoria; and

• investment in our new yeast plant in Northern India where we

consider there to be considerable demand for bakery yeast.

The Board received regular updates on all major capital

expenditure projects including decarbonisation projects at British

Sugar. These updates also included the key technology projects

in the Group.

The decisions to approve projects and initiatives took into account

the environmental benefits of improving the carbon efficiency

ofthe businesses. The decisions also factored in our investors’

interest in us making the best use of the Company’s capital.

A new evaporator installed at British Sugar’s factory in

Wissington as part of a project to reduce site emissions

Acquisition of various food businesses to build

capability and create new growth opportunities

Which stakeholders most affected?

Shareholders/Institutional investors

Customers/Consumers

Employees

Consideration of stakeholder views/interests andimpact

on decision-making

During the course of the financial year, the Board considered

and/or approved a number of acquisitions by divisions within

theGroup. This included:

• The Artisanal Group in Australia, strengthening the Group’s

grocery portfolio in Australia by adding a leading manufacturer

and wholesaler of high-quality baked goods, primarily serving

cafes, restaurants and hotels;

• Omega Yeast Labs, a leading provider of liquid yeast to the

craft brewing industry in the United States, complementing

AB Mauri’s existing portfolio of speciality yeast products;

• Mapo in Italy, supporting AB Mauri’s growth in premium

frozen baked goods and underpinning the growth potential for

our Scrocchiarella dough products; and

• Romix in the UK, bringing new manufacturing capabilities

toAB Mauri inrespect of products requiring allergen control,

including egg-free and gluten-free.

Each of these acquisitions, as well as providing growth

opportunities for the Group, was considered to give the

capability to offer a broader range of products to our existing

customers and potentially access a broader range of customers

for our existing businesses. Consideration was also given

totheimpact of the acquisitions on employees in the

respectivebusinesses.

The Board was also updated on disposals during the financial

year, including our China North Sugar business and our Africa

Sugar business’s investment in Gledhow.

The Omega Yeast Labs production facility in Chicago,

UnitedStates

Associated British Foods plc | 53 | Annual Report 2024

I believe that at ABF we have a clear sense of our social

purpose. We work hard every day to provide safe, nutritious and

affordable food and good quality, affordable clothing. In fact this

sense of purpose underpins not just what we do, but how we do

it too. It is engrained in how theGroup is run, in how we invest

and innovate, and in how we judge success. This core conviction

runs through our devolved operating model and binds us together

in how we operate across 56 countries and multiple markets.

It will come as no surprise therefore when I say that we have

been acting on ESG opportunities and issues for years, well

before it became a mainstream priority for the Group as a whole.

Our focus on steady, long-term, compounding growth is a natural

bedfellow for ESG delivery. Consistent investment and focus

and commitment are all required to deliver results in both the

world of sustainability, and the commercial and financial world.

Having a strong sense of purpose is of course not enough.

Wealso have to be effective in where and how we invest for

change. That means making choices, given we operate through

many businesses in many markets. We use materiality as the

yardstick for assessing potential projects. By material, wemean

material both for the Group and its future, and for the impact

theGroup has on the world. This assessment leads us tochoose

very substantial projects when allocating significant capital to

drive change and make a real difference.

This year our Group priorities were the continued decarbonisation

of British Sugar, human rights in Primark’s supply chain, water

and effluent at AB Mauri, dealing with social factors in our

sugarbusinesses in Africa, and building a greater understanding

of thevery complex issue of Scope 3 emissions across the

Groupas a whole.

These priorities are illustrative of how we are engaged in some

of society’s most complex issues and decisions. There are

trade-offs everywhere, many of them preoccupying governments,

regulators and civic society too. It can make no sense for example

to offshore domestic production simply to hit domestic carbon

emission targets. Nor is it sensible to offshore agriculture if so

doing has a net adverse impact on the global environment or on

animal welfare. Similarly, food security is increasingly important

to populations everywhere and sustainable food production has

to be correspondingly every bit as important as sustainable land

use. Amid these complexities we will continue to make our

decisions as best we can in the context of global considerations

and remain committed to doing the right thing forthe long-term.

Meeting our obligations may not be easy, but our operating

model confers real advantage: as a devolved group, we empower

the managers of the businesses to select and deliver many of

the projects that deliver on the Group’s priorities. These projects

are embedded in the Group review processes for good governance

and deliver good commercial and financial returns as well as the

social or environmental returns.

One area of progress this year has been improvement in our

internal reporting. It is important however that reporting is not

the sole focus. Delivering outcomes is the real focus, so ensuring

teams are freed up to deliver is critical. This is why we have

clearly linked financial and non-financial reporting throughout

theGroup to drive effectiveness.

This interlocking of the financial with the environmental and

social makes it a logical step for us to move to combined

reporting of these previously separate worlds. This year marks

the first combined report for the Group. In this part of our Annual

Report and Accounts to shareholders, we set out our material

ESG initiatives. We have also developed the Group website

toinclude an expanded Responsibility section where we provide

more detail on our initiatives. The website’s Responsibility

section also provides more functionality for easier access

toinformation and data for download.

I hope you find our reporting here and on the website both

useful and helpful in getting a sense of the scale of the work

weare undertaking across the Group.

George Weston

Chief Executive

Associated British Foods plc

RESPONSIBILITY

ESG at ABF

Associated British Foods plc | 54 | Annual Report 2024

Non-financial and sustainability reporting requirements

The Group data included in this Report on our environmental

andsafety KPIs covers the period 1 August 2023 to 31 July 2024.

The Companies Act 2006 requires the Company to disclose

certain non-financial and sustainability information within the

Annual Report and Accounts.

Accordingly, the disclosures required in the Company’s

non-financial and sustainability information statement can

befound on the following pages in the Strategic Report

orareincorporated into the Strategic Report by reference

forthesepurposes:

Information on our business model (pages 8 to 11)

Information on our people (pages 58 to 60)

Information on DEI (page 59)

Information on our Anti-Bribery and Corruption Policy (page61)

Information on our Speak Up Policy (page 61)

Information on our approach to human rights (page 61)

Information on supporting communities (page 61)

Information on our environmental management

(pages62to65)

Information on our climate-related financial disclosures

(pages66 to 77)

Information on our principal risks and uncertainties, including

how we manage and mitigate those risks (pages 78 to 86)

For the current and prior reporting years, safety and environment

data is from companies over which the Group has financial

control. Control is determined with reference to the financial

control tests. Control exists where the Group has the power to

unilaterally, directly or indirectly, direct the activities of an entity

as to affect significantly the returns of the entity. This represents

a change over previous years reporting and the comparative

numbers have been restated accordingly.

We engaged Ernst & Young (EY) to provide independent limited

assurance over the 27 ESG KPIs. These are marked with the

symbol Δ in these pages 54 to 65 and on page 13. Of these

assured metrics, a number are associated to climate-related risks

and opportunities. The EY assurance statement can be found

onpage 140.

Further information on these can also be found on our website

atwww.abf.co.uk/responsibility. Our website provides additional

information and data relating to the commitments, approach,

performance and impact of ABF andour businesses. Our website

also includes previous Responsibility Reports, our Modern

Slavery Statement and our climate, water and forests reports

submitted to Carbon Disclosure Project (CDP).

Our Group ESG governance

All our businesses operate within a clear governance framework

defined by the Group. Our devolved business model gives

businesses autonomy to manage their own ESG impacts, risks

and opportunities within this framework. We adapt our governance

process as required to cover all relevant ESG issues, including

climate change.

The ABF Board (the Board) has oversight and overall

responsibility for ESG across the Group, including climate-related

matters. The Board holds our businesses accountable for their

management of ESG impacts, risks and opportunities, which

includes an annual review of material ESGmatters. The Chief

Executive and Finance Director have responsibility for assessing

and managing material ESG matters across the Group, including

in relation to climate change, and reporting this to the Board.

In carrying out its duties the Board is also supported by:

• our Director of Legal Services and Company Secretary, who

reports to the Chief Executive, has responsibility for Group

ESG issues and acts as the focal point for communications

tothe Board and shareholders on ESG matters;

• our Chief People and Performance Officer (‘CPPO’) who

reportsto the Chief Executive and has responsibility for all

employee matters, including safety, mental health, financial

wellbeing, employee development, workforce engagement

and diversity, equity and inclusion (DEI), the co-ordination

ofenvironmental programmes across our own operations,

how we ensure security for our people andassets as well as

initiatives within central procurement in our supply chains;

• our Group Corporate Responsibility Director who leads the

Group’s Corporate Responsibility Hub team; and

• our Group Financial Controller who leads the Finance

Transformation Team, which is responsible for all social and

environmental data reporting and consolidation at Group level.

The Corporate Responsibility Hub (CR Hub) is a central resource

available to all our businesses, which provides guidance and

support on environmental and social issues. It facilitates a network

that brings together professionals across the Group working in

these areas so that expertise, experience and best practice can

be shared.

From this year, the Finance Transformation team which is part

ofthe Group Finance team also oversees all non-financial data

reporting, collaborating closely with the CR Hub to ensure timely

and accurate reporting. It coordinates with other finance teams

within the businesses across the Group to ensure robustand

consistent data collection aligned with assurance requirements.

Additionally, dedicated teams covering specific areas such as

DEI, health, safety, environment and procurement, ensure

thebusinesses have a comprehensive level of support across

ESG matters.

The Board receives regular updates each year on material

ESG matters, including climate-related matters. This year these

included updates on the following:

• strategic decisions taken by the businesses in addressing

climate change and wider ESG issues;

• health and safety performance of our operations;

• environmental performance of our operations;

• employee development, workforce engagement and DEI;

• TCFD requirements;

• our businesses’ continued approach and development

oftransition plans;

Associated British Foods plc | 55 | Annual Report 2024

• UK mandatory climate disclosures and which entities are

inscope; and

• the EU Corporate Sustainability Reporting Directive (CSRD).

In addition to these regular updates, in October 2023, two Non-

Executive Directors, Dame Heather Rabbatts and Annie Murphy,

spent time with our Group Corporate Responsibility Director

visiting the Primark Cotton Project in India to see the social and

environmental impacts of the programme.

Since 2022, we have included strategic ESG KPIs in our short-

term incentive plan (STIP) for executive directors. We report

tothe Remuneration Committee on progress against these KPIs

three times each year. The measures that applied this year, and

how we assessed progress against them, are disclosed in the

Directors’ Remuneration Report on page 115.

This year, we have further strengthened our governance of

ESGmatters by creating an ESG Policy and Reporting Group.

This Group meets regularly and is responsible for overseeing

theESG reporting strategy, for allocating resource, prioritising

activities, and reviewing Group ESG reporting or policy as

needed. ThisGroup is supported by subject matter experts

(SMEs) across the Group as required.

Responsibility within our businesses

Under ABF’s devolved structure, each of our businesses is

required to understand its material ESG impacts, risks and

opportunities, and is given the independence to put in place the

necessary measures and policies that it believes will effectively

manage such matters.

In addition to individual business leaders, divisional chief

executives are accountable for their businesses taking the

appropriate action in relation to ESG risks, opportunities and

impacts, including assessing, managing and mitigating the

impact of climate change on their businesses.

Across most of our divisions, ESG measures are part of the

personal objectives of the divisional chief executives, with

appropriate KPIs to reflect the nature of their business. In addition,

since the start of this financial year, all Primark directors have

ESG measures for a significant part of their short-term incentive

performance targets.

Divisional management presents quarterly to the Chief Executive

and Finance Director on business performance including relevant

material ESG issues and where appropriate on significant

climate-related matters. They also have other regular touch

points with the Chief Executive where these matters are also

discussed as needed. Additionally, the operating businesses

periodically present significant ESG matters to the Board.

Our governance framework chart

ABF Board

Annual business

reviews

Retail Grocery Ingredients Sugar Agriculture

Audit

Committee

Risk reviews of

material topics

Our people People in

our supply

chains

Carbon and

climate

Water Waste and

packaging

Food safety

and

nutrition

Agriculture

and farming

Material topics

Continuous

oversight and

support

Chief Executive and Finance Director

Director of Legal Services

and Company Secretary

Chief People and

Performance Officer

Group Corporate

Responsibility Director

Group Financial

Controller

Our Group-level policies

We maintain and keep under review a series of Group-level

policies and position statements. Ranging from Health, Safety

and Wellbeing, Environmental, Animal Health and Welfare, and

Board Diversity (which also applies to the Group approach to

DEI) to our Supplier Code of Conduct, our policies and position

statements articulate the Group’s requirements and set

expectations for the actions of our businesses, employees,

suppliers and partners.

It is the responsibility of the chief executive of each business

toensure that the business is compliant with both relevant

legislation and Group policies.

Our Group policies, position statements and Supplier Code

ofConduct can be accessed online www.abf.co.uk/responsibility

Materiality

In line with our devolved business model, assessing and

prioritising material environmental and social impacts, risks

andopportunities starts with our businesses. This process

buildson their business-level assessments of overall risk and

opportunities, including ESG matters.

At Group-level, we aggregate the material ESG topics and

risksidentified by our businesses and incorporate a Group

perspective. This includes considering topics discussed through

stakeholder engagement, including with investors.

RESPONSIBILITY CONTINUED

Associated British Foods plc | 56 | Annual Report 2024

Group priorities

We are clear on our Group priorities, these are:

• human and labour rights in Primark’s supply chain;

• decarbonisation at British Sugar;

• water treatment at AB Mauri;

• employee accommodation and living standards at our sugar

businesses in Africa; and

• understanding our wider Scope 3 GHG emissions across

ourbusinesses.

We will continue to focus on these Group priorities next year

with the additional priority area of human and labour rights in

theTwinings and Ovaltine supply chains. The investment and

programme of work relating to water treatment and effluent

atAB Mauri is almost complete and therefore will be removed

as a Group priority in due course. We expect our individual

businesses to set their own additional priorities as they see fit.

There will always be a need for the Group to be responsive

tonew and emerging priorities that may occur at any time.

Wewill seek to ensure that we are able to respond when there

issomething we need to do.

In addition, the topics presented in the table below have been

identified as material for the Group. Most are material for some

or all businesses, however the degree to which each topic

ismaterial for each business varies.

As part of our ongoing review of our material thematic topics

atGroup level, we will update the consolidation of topics

asnecessary. Our current grouping of material topics

isdetailedbelow:

• our people;

• people in our supply chains and surrounding communities;

• carbon and climate;

• water;

• waste and packaging;

• food safety and nutrition; and

• agriculture and farming practices.

Double materiality and CSRD

With divisions operating across the EU, one of our areas of

focusthis year has been preparing for the upcoming disclosure

requirements under CSRD. In 2025/26 some of our European

entities will be required to report under CSRD.

At Group level, we are working to support those businesses

inscope to ensure they are prepared for the requirements

ofCSRD. Over the past year we have held briefings and training

sessions to outline the requirements, with a specific focus

onthe double materiality assessment, which will inform the

disclosure requirements for each reporting entity.

At Group level, as part of this focus, we have worked closely with

internal and external stakeholders to create guidance to assist

thebusinesses as they undertake their double materiality

assessments.

This is aligned with the guidance of EFRAG

and aimsto ensure

that the businesses are equipped to conduct their assessments

incompliance with the required standard and that the analysis

isconducted consistently, in preparation for our groupwide

reporting, which will be required in 2028/29.

Group-level

material topics

Impacts on the

businesssegments

Impacts in the

value chain

Our people

Health, safety

andwellbeing

Diversity, equity

andinclusion

Engagement

anddevelopment

People in our supply chains and surrounding communities

Human and labour rights

inour supply chains

Supporting communities

Carbon and climate

GHG emissions

Energy and renewables

Water

Water use

Water treatment

Group-level

material topics

Impacts on the

businesssegments

Impacts in the

value chain

Waste and packaging

Waste and circularity

Plastic and packaging

Food safety and nutrition

Food safety

Nutrition and health

Agriculture and farming practices

Responsible agriculture

Biodiversity and land use

Animal health andwelfare

For more detailed information relating to our activities

during 2024, visitour website.

Learn more online at www.abf.co.uk

These topics span our five business segments and influence various stages of our value chain

Our business segments Our value chain

Retail Grocery Ingredients Sugar Agriculture Supply chains Operations Products

Associated British Foods plc | 57 | Annual Report 2024

1. European Financial Reporting Advisory Group.

Our people

We employ more than 138,000 △ people and have operations

in56countries across the United Kingdom, Europe, Africa, the

Americas and Asia Pacific. The people across our businesses are

united by our purpose, culture and passion for delivering for our

customers. Weempower them to innovate and support them to

grow anddevelop.

Health, safety and wellbeing

Our businesses strive to safeguard our people when they

areworking or travelling for business, including contractors

andvisitors to our sites. We have cultures, processes and

programmes to ensure their safety and wellbeing atalltimes.

Loss of life in our operations is unacceptable and we expect

allcolleagues to return home after work as well as when

theyarrived. As such, we are deeply saddened to report one△

employee and five△ contractor fatalities this year. An employee

died from drowning in a water canal in Malawi. A contractor

wasfatally injured during an off-site weather-related traffic

accident in Brazil. In Tanzania, a contractor driver was fatally

injured by a moving vehicle. In Zambia, a contractor was

electrocuted during electric works and in South Africa, a contractor

was fatally injured during tree felling. In Malawi, a security

contractor died as a result ofresponding to criminal activity.

Following these tragic events, our priority was to ensure

thefamilies and colleagues of those who died were supported.

Thorough root cause investigations were conducted by the

businesses, and thelearnings shared with all our operations.

Remedial actions, including a review of our safety culture

andtraining expectations with our contractors, have been

implemented to minimise the likelihood of such events

reoccurring.

All of our businesses must comply with our Group Health,

Safetyand Wellbeing Policy. Many of them supplement this with

additional local and business specific policies. Responsibility for

ensuring compliance with these policies sits with the chief

executives of the various businesses. Each business also has

anominated director with specific accountability for health,

safety, and wellbeing.

In line with the Group Policy, our businesses focus their safety

efforts in five key areas:

• providing strong and visible safety leadership from

seniormanagement;

• identifying and managing activities with the highest risk

offataland serious injuries;

• supporting line managers accountable for workplace safety

with safety specialists and training approaches;

• actively involving employees in their own health, safety

andwellbeing; and

• reporting against both leading and lagging indicators

andimplementing continuous improvement programmes

andactivities, taking learnings from other businesses

whererelevant.

Across the Group, we have identified the following key on-site

and off-site safety risks:

• harm from moving vehicles;

• falls from height;

• machinery safeguarding;

• the storage and handling of hazardous materials;

• manual handling of heavy and awkward loads;

• working in confined spaces;

• electrical risks; and

• the management of contractors.

The on-site employee Lost Time Injury (LTI)rate has increased

this year from 0.35% in2023 to 0.38%△. Thenumber of on-site

employee LTIs has also increased by 13% from 347 to 392△.

InRetail there has been an increase of its on-site employee

LTIrate this year by 9% from 0.34% to 0.37%. However, the

LTIs cover a broad range of situations and over 60% of the LTIs

are less severe onaverage than last year.

The on-site contractor LTI rate this year has increased from

0.32% to 0.34%△ and the number of on-site contractor LTIs

hasincreased by 20% from 74 to 89△. Our Retail and Sugar

segments made up 81% of these LTIs .

We are pleased to report that 67% of our factories and retail

stores have operated for over a year without an on-site employee

injury. This demonstrates that despite the risks involved in our

activities, such as using powerful machinery or working in

fast-paced environments, safety remains our top priority with

processes and programmes in place to safeguard our people.

The Group’s increase in LTIrate is disappointing; however we

are clear on the details of the issues and action plans have been

put in place to address them. Seeour website for further details.

The businesses continue to place even more focus on

theirsafety culture, governance approach and processes to keep

their people safe. Themajority of businesses have increased

orimproved the number and quality of safety observations,

withadditional focus on line manager initiatives to increase their

involvement and direct ownership. All businesses have improved

their reporting ofnear misses and have placed increasing focus

on reporting and investigating significant events linked to

ourcritical risks.

Supporting our people’s mental health and their sense of

generalwellbeing is evermore important. We continue to invest

in support across the Group, including programmes designed

toraise awareness and provide practical assistance across all

areas of wellbeing, including financial. Our businesses provide

wellbeing tools and resources across our operations. The website

provides further detail on initiatives undertaken across all our

businesses. We are pleased to be recognised by the CCLA

Corporate Mental Health Benchmark UK 100 astier 2 for the

support we provide to our people inthis area.

Lost Time Injuries and Lost Time Injury rate (%)

403 346 353 347 392△

0.42%

0.38%

0.36%

0.35%

0.38%△

'20 '21 '22 '23 '24

RESPONSIBILITY CONTINUED

Associated British Foods plc | 58 | Annual Report 2024

Group priority

Employee accommodation and living standards

at our sugar businesses in Africa

Our sugar businesses in Africa have sugar estates that are

situated in rural and remote areas, creating a need to provide

accommodation for many employees and their families.

Eachoperation has a comprehensive plan to continuously

invest in its accommodation infrastructure.

In 2024, ABF Sugar began a review of the housing and living

conditions across its sugar estates in Zambia, Malawi, Eswatini,

South Africa, and Tanzania. The findings of the review have

formed the basis for the new ABF Sugar Housing and Living

Standards Programme. The programme aims to enhance

decent and safe living conditions for employees living on the

estates. Each country team has developed anupdated set

ofminimum standards covering various aspects,including

occupancy level, number of rooms per household and

provision of amenities such as washing andcookingfacilities.

The programme is divided into three streams of work:

• immediate actions to address outstanding maintenance

andrepairs which will be completed in 2024/25. In 2023/24,

renovations to approximately 150 houses for employees

andtheir families have been completed at the Nchalo

estate inMalawi;

• ensuring all entry level estate houses meet updated

minimum standards, with completion expected by 2029

across more than 4,000 houses; and

• investigating future housing options for employees

aimingto support the evolving needs and expectations

oftheworkforce.

Diversity, equity and inclusion (DEI)

We believe that engaging diverse talent is a competitive

advantage and strengthens the Group’s ability to deliver long-

term success. Our businesses are dedicated to ensuring we

attract and develop diverse talent and establishing meaningful

connections with the varied communities we serve.

Our Board Diversity Policy details our approach for all our

businesses in the Group and is often enhanced by local

diversitypolicies, DEI teams and dedicated programmes.

Theseinitiatives aim to support every employee, including

women, ethnic minorities, individuals with disabilities, and

members of theLGBTQIA+ community, ensuring equitable

access to employment, training, career development and

promotion opportunities.

Our Group DEI Network brings together people from across

ourbusinesses to share knowledge, best practices and ideas,

celebrating diversity in all its forms. We have almost 500 DEI

advocates across the Group, and provide access to training and

thought leadership from expert external partners across the full

range of DEI topics to support them including allyship, handling

difficult conversations, neurodiversity inclusion, disability

inclusion, racial and ethnic diversity and anti-racism, female

careers and leadership, gender identity and LGBTQIA+ inclusion.

We empower and equip our leaders and line managers with the

skills needed to create inclusive cultures in their businesses and

local settings. We also provide unconscious bias training, cultural

awareness programmes, and a range of tools to support our

businesses in promoting inclusivity.

For almost 15 years our ‘Women in ABF’ network, has helped

women develop skills, business awareness and build

connections that enhance their current performance and future

careers prospects. Women across the Group have access

tovirtual events featuring both internal and external speakers

aswell as valuable networking opportunities.

We continue to prioritise attracting and developing a broader

range of talent, maintaining our focus on gender and ethnicity

imbalances through identifying and removing barriers that could

discourage talent from being attracted to or joining ABF, or from

advancing to leadership positions.

Overall the gender balance of the Group is fairly equal, with

women making up 57%△ of our total global workforce,

increased from 53% in 2019/20. Womenalso account for an

increasing number of our senior management roles, currently

at39% across the Group.

Considering the most senior levels to be those reporting to the

divisional chief executives and Group functional directors, our

gender balance as reported to the FTSE Women Leaders has

improved to 30% from 28% last year and 22% in 2019/20. It is

pleasing to see the outcome from the focus we have given to

addressing gender imbalances. We commit to a continued focus

on ensuring women are represented in our most senior roles.

Our leadership teams are increasingly multicultural and ethnically

diverse, with 30 nationalities in our leadership group reporting to

the divisional chief executives, business managing directors and

group functional directors. We are pleased with the progress that

we are making on ethnic diversity in this most senior population.

Globally, 14.5% of these roles are held by leaders from minority

ethnic backgrounds based on UK definitions, up from 12.4% last

year. Inthe UK, while those of minority ethnic backgrounds are

under-represented in our most senior leadership positions, we

are pleased to have increased their representation from just over

8% in 2023 to just over 9% this year. We commit to a continued

focus on ensuring women and those from ethnic minorities are

represented in our most senior roles.

Associated British Foods plc | 59 | Annual Report 2024

We voluntarily report on our overall gender paygap for

employees in Great Britain (GB) on page 121. Eachof our

GB-based businesses with over 250 employees also reports

onits own gender pay gap, with these reports published

ontheirwebsites.

These reports share some inspirational business-level insights

about the actions being taken to enable all employees to

successfully grow their careers with us.

For more information on this topic see

www.abf.co.uk/responsibility.

Number of employees, highlighting percentage of women

in the workforce

(%)

133,425 127,912 132,273 133,487 138,271△

53% 53%

54%

55%

57%△

'20 '21 '22 '23 '24

Gender metrics

Total

employees¹

Men in

workforce

Women in

workforce

Percentage of

workforce

who are

women

Number of

senior

management

roles²

Number of

men in senior

management

roles

Number of

women in

senior

management

roles

Percentage of

senior

management

who are

women

Retail 82,123 18,646 63,477 77 % 268 143 125 47 %

Grocery 16,692 10,713 5,979 36 % 841 496 345 41 %

Ingredients 6,699 4,837 1,862 28 % 670 443 227 34 %

Sugar 28,679 22,748 5,931 21 % 246 166 80 33 %

Agriculture 3,446 2,208 1,238 36 % 455 259 196 43 %

Central 632 378 254 40 % 82 60 22 27 %

Total 138,271 △ 59,530 78,741 57 %△ 2,562 1,567 995 39 %

Board directors are not included in the table above. As at 14 September 2024 we had four women and five men on the Board, but

thishas increased to five women and five men on 1 October 2024. The Board is pleased that our composition continues to meet

therecommendations of the Parker Review and the recommendations of the FTSE Women Leaders Review as well as the targets

ongender and ethnic diversity in the UK Listing Rules.

1. Full-time, part-time and seasonal/contractors.

2. Includes directorships of subsidiary undertakings.

See our website for definitions.

Engagement and development

We believe the engagement and development of our people is

directly linked to the performance and long-term sustainability of

our businesses. A highly engaged workforce drives productivity,

innovation, and operational excellence, while robust development

programmes ensure we have the talent pipeline necessary to

meet future challenges. By investing in our people, we foster

aculture of continuous improvement, which translates into

stronger financial outcomes, enhanced customer satisfaction,

and acompetitive edge.

We prioritise open communication within our businesses,

offering multiple channels for employees to share their views

and engage in two-way dialogue. Alongside direct conversations

with managers and leaders, we use engagement surveys,

discussion groups, and digital forums to foster feedback.

In his role as Independent Non-Executive Director for workforce

engagement, Richard Reid provides assurance to the Board that

our businesses have cultures of openness, that our people can

share their views, and have their voices heard and acted upon.

Read more about workforce engagement on pages 95 and 96.

We are dedicated to attracting and nurturing talent, creating

space for professional and personal growth. Our businesses

encourage their people to leverage their unique skills and diverse

abilities through development opportunities, that equipour

people with the skills to excel in their current roles anddevelop

their careers within their business oracross the Group.

Our businesses encourage employee involvement in their

performance, with many offering incentives to employees based

on the performance of the business where they work.

We have multiple development programmes across the Group.

For details on these, please visit our website.

RESPONSIBILITY CONTINUED

Associated British Foods plc | 60 | Annual Report 2024

Speak Up

We are committed to always acting with integrity. We proudly

promote and protect a culture of trust, fairness and accountability.

Our Speak Up Policy empowers our people to raise a grievance

or tell us whenever they encounter anything inappropriate,

improper, dishonest, illegal or dangerous and ensures that

theirconcerns will be handled confidentially and professionally.

Speak Up includes both a telephone line and a web reporting

platform, managed by an independent provider.

We encourage all individuals working for the Group, in any of our

businesses, in any country and in any capacity, to use Speak Up,

including employees at all levels, directors, officers, part-time

and fixed-term workers, casual and agency workers, seconded

workers and volunteers. Speak Up also enables issues to be

raised by third parties.

In the year to 30June 2024, 276 notifications were received,

ofwhich:

• 20% were resolved, with outcomes ranging from reviews

ofprocesses and support for individual employees to,

wherenecessary, disciplinary procedures being followed;

• 52% were investigated as appropriate and required no action;

and

• 28% remain under investigation.

A copy of the ABF Speak Up Policy is available on our website.

Anti-Bribery and Corruption Policy

Our approach to governance is to respect not simply the letter,

but also the spirit, of our Anti-Bribery and Corruption Policy and

always act with integrity. To ensure the effective implementation

of our policy and procedures, each business has its own

designated Anti-Bribery and Corruption Officer and we have

monitoring systems in place at various levels within the Group

including global risk assessments. In addition, all relevant

employees are required to complete an e-learning course on the

subject when they join the Group and at regular intervals

thereafter, and those who work in higher-risk roles are required

to attend regular face-to-face training.

A copy of the policy is available online.

People in our supply chains and surrounding

communities

Group approach to human and labour rights

Our businesses work with a diverse range of suppliers from

large businesses to smallholder farmers. They recognise the

importance of the United Nations Guiding Principles on Business

and Human Rights (UNGPs) and their guidance on human rights

due diligence processes.

Our Group Supplier Code of Conduct is an essential requirement

of the responsible business conduct of our businesses.

ThisCode is based on the core conventions of the International

Labour Organization (ILO) and on the Base Code of the Ethical

Trading Initiative.

In their application of the Group Supplier Code of Conduct, our

businesses continue to develop and improve human rights due

diligence processes. Some of them are guided by the UNGPs,

the Organisation for Economic Co-operation and Development

(OECD) Due Diligence Guidance for Responsible Business

Conduct, and the ILO Decent Work Agenda.

Our devolved business model enables each of our businesses

toadopt tailored risk-based approaches based on their specific

supply chains and the nature of their supplier relationships.

Assessing where potential negative human rights impacts might

exist, combined with supply chain mapping, helps some of our

businesses to identify, monitor and where they can address

actual issues, to seek remedies, or even anticipate and prevent

issues before they arise, prioritising those that are most salient.

Group priority

Human and labour rights in Primark’s

supplychain

Primark does not own any factories. Given the scale and

complexity of Primark’s supply chain, human rights are

particularly material for the Group, making robust due

diligence practices essential. Primark’s Ethical Trade

andEnvironmental Sustainability (ETES) programme is one

ofthe key elements of how human rights due diligence

isimplemented in its product supply chains. Through this

programme, Primark conducted over 2,000 social audits over

the last year. Primark carries the full cost of these audits,

which include rigorous checks for human rights issues and

against the requirements of the Primark Supplier Code of

Conduct, based on first-hand assessment of the working

environment, reviews of relevant documentation and

confidential worker interviews. At the end of each audit,

supplier factories are issued with a time-bound corrective action

plan that outlines any areas for improvement. Primark uses

these audits in the approval process for all new tier one

factories. Any potential new factories are audited and only if the

outcome of the audit is satisfactory can any orders be placed.

Primark’s ETES team has over 130 people based in its 10

keysourcing markets. The team works across all aspects

ofhuman rights due diligence, from strategy and risk

assessment to supporting suppliers and their factories in

implementing the Supplier Code of Conduct. Where inherent

risks and more systemic issues are identified, Primark’s

Social Impact team works with suppliers and their factories,

as well as partners and other brands, to address these issues

through longer-term solutions and projects.

Associated British Foods plc | 61 | Annual Report 2024

Carbon and climate

As a Group, we have an ambition to achieve net zero by 2050

orsooner. Beyond that broad ambition, we do not set groupwide

climate-related plans or commitments. In line with our devolved

business model, our businesses set plans and commitments

appropriate to their operations and supply chains regarding

Scope 1 and Scope2 greenhouse gas (GHG) emissions, and

several of our businesses have set their own GHG emissions

reduction commitments.

ABF Sugar and Primark each have specific public commitments

for reducing their GHG emissions. The reduction targets for ABF

Sugar and Primark have been validated by the Science Based

Targets initiative (SBTi), ensuring they align with the latest

climate science. This year Primark and ABF Sugar have also

published transition plans detailing their strategies for achieving

these goals. Achieving net zero across the Group will depend on

a number of factors that are beyond our control, however, we

will do our upmost to deliver on this objective in our operations.

Energy and renewables

We remain focused on energy efficiency and transitioning

torenewable energy where viable. This year our businesses

consumed 20,697△ gigawatt hours (GWh) of energy in our

operations, which is a 2% decrease compared with last year.

Ofthis totalenergy, 57%△ was derived from renewable sources,

predominantly biomass fuels from by-products generated aspart

of the production process within our agricultural businesses.

This year 31% of the electricity we bought came from

renewable sources, with the majority coming from the UK and

European renewable energy markets.

Several of our businesses also export surplus renewable energy

back into national grids. During 2024, 887 GWh of renewable

energy generated by our sites was exported, with ABF Sugar

contributing 96%. Of the renewable energy we generate, 87%

comes from bagasse, the plant-based fibre that remains after the

extraction of juice from the crushed stalks of sugar cane. Some

renewable energy is also derived from the anaerobic digestion

ofa range of waste materials.

For more examples of energy efficiency actions, see

www.abf.co.uk/responsibility.

Total energy consumed highlighting percentage from

arenewable source

(GWh)

22,329 21,524 20,603 21,129 20,697△

56% 55% 55%

58% 57%△

'20 '21 '22 '23 '24

Scope 1 and 2 GHG emissions

Our Scope 1 and 2 (location-based) GHG emissions increased

by1%this year from 2,834 kt of CO

e to 2,868 kt of CO

Unless otherwise stated, Scope 2 GHG emissions are

location-basedfigures.

Our Sugar segment is the most significant contributor of Scope

1and 2 emissions within the Group at 72%. As a result this has

been a priority for the Group over many years.

Sugar’s Scope 1 and 2 emissions had an increase of 5% this

year. The drivers for the increase are as a result of Vivergo (our

bio-ethanol plant) returning to near full operating capacity, British

Sugar contending with the operational challenges due to difficult

wet weather conditions and Azucarera processing more sugar

beet. Despite the short-term increase, Sugar has reduced its

Scope 1 and 2 emissions by 18% against its 2018 baseline

bycontinuously improving how efficiently it produces sugar,

investing in new technology, innovating to use less energy and

reducing its use of fossil fuels.

Our Retail, Grocery, Ingredients and Agriculture segments have

reduced their Scope 1 and 2 emissions compared with last year

which has been driven by decreases in imported electricity,

changes to the fuels used as well as investment in on-site

renewable generation and purchased power and in more

efficient equipment which reduces overall energy use.

Group priority

British Sugar decarbonising its operations

British Sugar, the largest contributor to the Group’s Scope 1

GHG emissions at 36%, has made significant investment

across its sites toreduce GHG emissions. From the 2018

baseline through to 2023/24, British Sugar invested

approximately £96 million in various initiatives, resulting

inacumulative reduction ofaround 162 kt of CO

Key initiatives include the energy reduction scheme at the

Wissington site, which targets a 25% reduction in steam

usage, and ongoing improvements in pulp pressing processes

across multiple sites. Additionally, British Sugar is improving

factory performance and efficiency by upgrading heaters,

evaporators, and dryers to save energy and reduce coal and

gas consumption. These efforts have contributed

substantially to lowering Scope1emissions.

Looking ahead, British Sugar plans to further its

decarbonisation strategy with major projects, such as the

implementation of anew modular gas-fired Combined Heat

and Power (CHP) plant atits Cantley site, expected to be fully

operational by 2025.

RESPONSIBILITY CONTINUED

Associated British Foods plc | 62 | Annual Report 2024

Group priority

Scope 3 GHG emissions

Understanding our total Group GHG emissions will be an

important step towards achieving our ambition to meet

netzero by 2050. At a Group level, we are supporting the

divisions in the process of calculating their material Scope 3

GHG emissions, which will help us identify where tofocus

our priorities. Most of our divisions have either published or

are in the process of calculating their Scope 3 GHG emissions

from across their value chains.

Primark first completed this process in 2021 and this year

reported 6,211kt of CO

e for its Scope 3 emissions, which

isa 12% decrease compared with 2023. This represents

a0.6% decrease against its 2018/19 baseline, despite the

significant increase in volumes. This reduction was achieved

through investments in its Environmental Sustainability team

and in supplier factory efficiency programmes aimed at

supporting GHG emission reductions through targeted

training, upskilling, and energy-savingprojects.

For more information on this topic see

www.abf.co.uk/responsibility.

Scope 1 and 2 (location based) GHG emissions by segment

(000 tonnes CO

e and % of Group total)

Retail 109 (4 %)

Sugar 2,072 (72 %)

Grocery 370 (13 %)

Agriculture 59 (2 %)

Ingredients 258 (9 %)

Scope 1 and 2 (location-based) GHG emissions

(000 tonnes CO

3,313 3,004 2,970 2,834 2,868

'20 '21 '22 '23 '24

Streamlined energy and carbon reporting

2023

2024

UK only Non-UK Total

Scope 1: 000 tonnes of CO

e 1,039 1,164 2,203

1,218 1,035 2,253 △

Scope 2 location-based method: 000 tonnes of CO

e 158 472 631

179 436 615 △

Scope 2 market-based method: 000 tonnes of CO

e 174 444 618

190 379 569 △

Total Scopes 1 and 2 location-based method: 000 tonnes of CO

e 1,197 1,637 2,834

1,397 1,470 2,868

Scope 3 – Primark’s Scope 3 emissions: 000 tonnes of CO

e 7,019

6,211

Biogenic carbon emissions: 000 tonnes of CO

e 108 4,080 4,188

142 3,903 4,045 △

Intensity ratio: Scopes 1 and 2 emissions per £1m revenue Scopes1

and 2 location-based method: tonnes CO

e/£1m 143

143

Energy consumed: GWh 5,008 16,121 21,129

5,653 15,045 20,697 △

We calculate and disclose our Scope 1 and 2 GHG emissions

based on the WRI/WBCSD GHG Protocol Corporate Accounting

and Reporting Standard Revised Edition. We use carbon emission

factors published by the UK Government in June 2023, other

internationally recognised sources and bespoke factors based

onlaboratory calculations at selected locations. Scope 2 market-

based emissions have been calculated in accordance with the

GHG Protocol Scope 2 Guidance on procured renewable energy.

Energy consumption is calculated using country-specific

conversion factors from physical quantities tokWh to provide

anaccurate representation of our energyconsumption.

The Group data in this report on our environmental and safety

KPIs covered the period 1 August to 31 July. This excludes

Primark selling space, number of countries of operation and

employee numbers.

This is different from the period in respect of which the

Directors’ Report is prepared. Where indicated the information

for this period is externally assured and allows for like-for-like

comparison with previous years.

Associated British Foods plc | 63 | Annual Report 2024

Water

Our businesses aim to reduce the amount of water they abstract

for their own operations, reuse process water as much as possible,

and return treated waste water to nature after ensuring it meets

or exceeds local and national water regulations and standards.

This year, businesses across the Group collectively abstracted

880△ million m

ofwater for use in its operations, a 2% increase

compared withlast year. While this aligns with the increase

inproduction tonnage, the main driver was increased irrigation

demand due todrought impacting our sugar businesses in

Africa. The total water use of these businesses accounts for

97% of the Group’s totalwater use.

Of the water used by our businesses, 97% comes from surface

water, such as rivers and lakes, as well as man-made dams.

Ourbusinesses’ sites are regulated by water permits or licences,

and they withdraw water within their agreed limits.

This year, across the Group, 24% of the water abstracted was

reused before being returned to the environment. This is both

acost and resource efficient way of managing water. Our sites

reuse the water for irrigation, land spreading, cleaning

machinery, and horticultural purposes.

Total water abstracted in own operations

(million m

)

842 859 792 859 880△

'20 '21 '22 '23 '24

Group priority

Waste water treatment at AB Mauri

Waste water treatment at AB Mauri is a priority for the Group.

Thebusiness carefully assesses water risks affecting each of

its sites, and manages any water returned to the environment

as safely as possible and to meet legal requirements.

Tosupport this approach, AB Mauri has built significant

in-house capability in water use and waste water

management. Since 2010, it has invested $120m in waste

water treatment. Many of its production facilities have

complex on-site effluent treatment plants that include

biological processes, evaporators and reverse osmosis

membrane systems that can produce reusable water and

useful co-products. The selection of technologies addresses

the local aquatic sensitivities and water quality objectives.

Asa minimum, sites equalise their flow so as not to disrupt

any downstream municipal processes.

The proportion of water used that is treated and returned

safelyto the environment, is up from 74% in 2019 to 84%

in2024.

For more information on this topic see

www.abf.co.uk/responsibility.

Waste and packaging

Waste and circularity

We have a long history of finding ways to make more from less

and maximise the use of by-products and co-products from our

operations. We believe that waste materials are simply products

for which we have not yet found a use. With that in mind, our

businesses are implementing practices to reuse, recycle or

reduce food, plastic and textile waste.

Our businesses produce many commercially viable products

from sources potentially considered waste. For example,

oursugar businesses have become a major supplier of raw

materials for animal feed, an important feedstock source for

many different sectors, and is a supplier of raffinate and betaine

for use in the petrochemical and pharmaceutical sectors.

Our food and ingredients businesses are highly efficient, and

aimto avoid products going to waste by donating surpluses

tofood banks, community groups and charities. Once no longer

fit for human consumption, food waste is used as animal feed

orinenergy generation.

Across the Group, we generated 609kt of waste in2024 which

is a 19% increase compared with the 510kt tonnes generated

in2023. This increase is primarily due to our sugar business

inSpain operating longer campaigns and processing larger

quantities of sugar beet, as well as management of settlement

ponds to maintain efficient operations. Thesoil from the

settlement ponds issent off-site for agricultural purposes

asfertiliser and soilconditioning.

Of the total waste generated by the Group, 87% was sent for

recycling or other beneficial use.

Total waste generated and percentage sent for recycling

inour own operations

(000 tonnes)

574 560 575 510 609

84%

79%

84%

83%

87%

'20 '21 '22 '23 '24

RESPONSIBILITY CONTINUED

Associated British Foods plc | 64 | Annual Report 2024

Plastic and packaging

As a leading provider of food, ingredients and clothing, packaging

contributes significantly to our groupwide environmental

footprint. Paper is the main packaging material used across the

Group, followed by plastic and glass. Our businesses also use

wood, steel, aluminium and a number of other materials.

Though we fully recognise the harmful effects of plastic waste

on ecosystems, plastic currently plays a vital role in both

ensuring the safety and quality of products and reducing food

waste by extending the shelf life of food. Our challenge is to use

plastic materials responsibly and find solutions that balance the

needs of our customers and our desire to reduce the impact of

plastics on ecosystems. Where viable, our businesses are doing

this by removing unnecessary packaging, switching to more

easily recyclable types of plastic and increasing the use of

recycled content in the plastics we use.

Our businesses also demonstrate their commitment to

tacklingplastic and packaging challenges by involvement with

and support for a number of collaborative industry pacts and

programmes, including the WRAP UK Plastics Pact and the Soft

Plastic Recycling Scheme in New Zealand.

In 2024, our businesses used 241 kt△ of packaging compared

with 246 kt used in 2023, marking a 2% decrease year-on-year.

For more information on this topic see

www.abf.co.uk/responsibility.

Quantity of packaging used

(000 tonnes)

242 229 265 246 241△

'20 '21 '22 '23 '24

Food safety and nutrition

Our businesses are united by our purpose to provide safe,

nutritious and affordable food. Our food and drink businesses

operate quality management systems based on the WHO Codex

Alimentarius Hazard Analysis Critical Control Point (HACCP)

principles and the Global Food Safety Initiative (GFSI) range

ofstandards, with most retailer-facing businesses required to

seek formal GFSI certification, typically via unannounced audit

schemes. Additionally, each division, as a minimum, sets and

monitors a range of KPIs for each of its sites, including in relation

to recalls and withdrawals, incidents and complaints.

Relevant businesses take nutritional factors into account

acrosstheir product portfolio. Many of our food products already

support healthier choices – from high-fibre breakfast cereals,

wholemeal bread and crispbreads to specialist sports nutrition

products. Product reformulation can also help to gradually shift

consumer tastes towards foods that support better long-term

nutrition, and our food businesses actively review their portfolios

with this in mind.

For more information on this topic see

www.abf.co.uk/responsibility.

Agriculture and farming practices

Our businesses depend on agricultural systems for the majority

of the raw materials and ingredients used in our products. Global

supply chains need to move towards sustainable farming and

crop production, and not just sustainable land use, in order

tomeet agrowing population’s need for food and clothing.

Wetherefore recognise the need to support more sustainable

farm management practices and address the most material

biodiversity-related impacts, risks and opportunities.

We have a strong association with the UK agricultural sector.

Globally, we are a significant purchaser of cotton, sugar beet,

sugar cane, tea and cereals.

We expect our businesses to go further than legal compliance

bycontinuously considering and implementing activities,

voluntary commitments and internationally recognised

management systems to reduce their environmental and

socialimpacts andrisks.

This encompasses the responsible stewardship of our

environment in line with the following requirements

asaminimum:

• Group Environment Policy;

• Group Animal Health and Welfare Position Statement; and

• Group Supplier Code of Conduct.

Our businesses support a wide range of social and

environmental interventions at the agricultural and farm level.

These involve a number of farm management models, including

certified organic production, standards to promote wildlife

biodiversity, engagement with smallholder growers in developing

markets, and adoption of farm management systems built on

driving more sustainable farm productivity.

For more information on this topic see

www.abf.co.uk/responsibility.

Associated British Foods plc | 65 | Annual Report 2024

We are steadfast in our commitment to taking

action and our approach is aligned with the

goals of the 2015 Paris Climate Agreement

tolimit the rise in global temperatures to well

below 2°C above pre-industrial levels, and to

pursue efforts to limit the temperature increase

even further to 1.5°C.

This year within our Climate-related Financial Disclosures,

wehighlight the work that our businesses are undertaking

toaddress risks and embrace opportunities. Therisks and

opportunities identified previously are still relevant, and the

actions identified within last year’s transition plans areongoing

and evolving.

Climate-related commitments continue to be defined by our

businesses based on their material risks and what is relevant

andrealistic for them.

Some of our material businesses have had emission reduction

commitments validated and approved by the Science Based

Targets initiative (‘SBTi’).

Other Group businesses have identified their own emission

reduction targets or are in the process of doing so. Further

information can be found on our website.

Our material businesses continue to be ABF Sugar, Primark

andTwinings, within Grocery. These businesses comprise

77%ofGroup adjusted operating profit (2023 – 77%) and

77%ofScope 1 and 2 GHG emissions. Primark is the primary

contributor of our reported Scope 3 emissions. Scope 3

emissions account for 96% (2023 – 98%) of Primark’s total

GHGemissions. See pages 62 to 63 for the detailed disclosure.

The Group considers that it has included climate-related financial

disclosures that are consistent with the TCFD recommendations

and recommended disclosures, and that comply with the

requirements under section 414CB(2A) of the Companies Act

2006.

TCFD disclosure index

TCFD Pillar TCFD recommendation Reference

Governance A) Describe the board’s oversight of climate-related risks and opportunities. page 55

B) Describe management’s role in assessing and managing climate-related risks

and opportunities.

pages 55 to 56

Strategy A) Describe the climate-related risks and opportunities the organisation has

identified over the short, medium and long term.

pages 68 to 70

B) Describe the impact of climate-related risks and opportunities on the

organisation’s businesses, strategy and financial planning.

pages 67 to 70

C) Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios, including 2°C or lower scenario.

page 67

Risk Management A) Describe the organisation’s process for identifying and assessing climate risk. page 67

B) Describe the organisation’s processes for managing climate-related risks. page 67

C) Describe how processes for identifying, assessing, and managing climate-

related risks are integrated into the organisation’s overall risk management.

page 67

Metrics and Targets A) Disclose the metrics used by the organisation to assess climate-related risks

and opportunities in line with its strategy and risk management process.

pages 68 to 77

B) Disclose scope 1, 2 and, if appropriate, scope 3 greenhouse gas emissions

and the related risks.

page 63

C) Describe the targets used by the organisation to manage climate-related risks

and opportunities and performance against targets.

pages 68 to 77

Governance

The Board has continued to make strategic decisions regarding

our approach to climate change. Some of these decisions include

the evolution of ABF Sugar and Primark transition plans and

continued work with our businesses and SBTi validation process.

In 2023 we stated our intention to publish Twinings’ transition

plan in the 2024 TCFD statement. Since then, Twinings has

beenworking on gathering the data needed to assess Scope 3

emissions and to set a baseline against which the business can

measure and report progress.

This work is progressing, but we have deferred publication

ofitsbaseline and transition plan until the GHG emission

reduction targets have been submitted and validated by SBTi.

The Board possesses sufficient competencies to lead the

Groupinresponding to climate-related risks and opportunities.

Pleaserefer to pages 90 to 91 for details of the Board.

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’)

Climate-related Financial Disclosures

(‘TCFD’)

Associated British Foods plc | 66 | Annual Report 2024

Risk management

Climate-related considerations are included in a number of

processes affecting our financial statements. These include

going concern assumptions, impairment assessments, capital

expenditure and acquisition considerations.

Identifying, assessing and managing climate-related risks

and opportunities

Identifying, assessing and managing ESG risks, including climate-

related risks and opportunities, resides with the business where

the risk or opportunity sits. This is the same process forall other

business risks. Annually, climate-related risks are collated and

reviewed at the individual business and divisional level, which

includes existing and emerging regulatory requirements.

During the year, we held sessions with every division reviewing

current identified risks and opportunities questioning whether

they arestill appropriate and also to identify any new risks or

opportunities. In light of these sessions, we have determined

that the current scenario analysis still remains appropriate for the

current year. However, this has identified areas of future focus.

We considered the results of the risk refresh exercise conducted

this year and concluded that in aggregate, there continued tobeno

material risks or opportunities. However, we note the prevalence

of heat stress on workers within our businesses. Thiswill be

afocus of the Group and affected divisions in the coming year.

Where risks or opportunities were identified but not deemed

material for the Group, the businesses will incorporate these into

their risk registers and their wider ESG strategies as appropriate.

Climate risks and opportunities

Output from the risks

andopportunities assessment

process

Primark Sugar Twinings Cross-divisional

Climate impact onthe

Group’s key

agricultural crops

Physical risks

Cotton yields* Sugar yields (UK,

Eswatini, Malawi,

SouthAfrica,

Tanzania,Zambia)

Tea yields (Argentina,

China, India,

Indonesia, Kenya,

SriLanka)

Wheat yields

(Australia, UK)

Corn yields (US)

Impact of flooding

onthe Group’s end-to-

end supply chain

including operations

Coastal and river

flood risks: third-party

manufacturers

(Bangladesh, China)

and Primark stores

and warehouses

Malawi Coastal and river

flood risks: key Group

manufacturing sites

Heat stress Heat stress impact

on farmers

Resilience of workers

to mitigate or adapt to

climate change

Heat impact on

farmers (Bangladesh,

India, Pakistan)

Transition risks as the

world reduces its

reliance on carbon

Transition

risks

Carbon pricing

mechanisms

Carbon pricing

mechanisms

Carbon enablement:

providing solutions to

reduce carbon

Opportunities

Biofuels, renewable

energy

Enzymes, animal

feeds, ingredients,

on-farm carbon

measurement

Efficiency Fuel substitution,

energy efficiency,

process optimisation

and increased

contribution from by-

products

* The focus of the cotton yield analysis was on the Primark Cotton Project locations in India and Pakistan.

Scenario analysis and strategic decisions

This year’s risk refresh process and our existing risk process has

confirmed that the scenarios previously assessed remain

appropriate and no further update is required at this stage. This

means that our businesses’ actions to tackle risks and embrace

opportunities remain relevant and the businesses will continue to

evolve thesestrategies. The results of this and current mitigating

actions demonstrate that our business is resilient toclimate-

related risks and opportunities.

Financial planning

Each business has developed their own plans which detail

strategic actions through which they are planning to achieve their

carbon reduction targets. These focus on areas that will have

thelargest or most material impact. They will be embedded

inbudgets and long-term plans and translate to a balance sheet

andincome statement impact. Disclosing the individual amounts

ofthese plans would not provide meaningful information for

investors asthey are part of the overall business and capital plans.

Associated British Foods plc | 67 | Annual Report 2024

Risks and opportunities have been considered over the following

time horizons:

Years Rationale

Short term 2025 Mid-decade

Medium term 2030 Our most material businesses, ABF

Sugar, Primark and Twinings have set

2030 emission commitments, which are

supported by emission reductionplans

Long term 2050 2050 is consistent with many national and

industry targets. Primark is aligned with

the UNFCCC Fashion Industry Charter

goal of net zero emissions across all three

Scopes by 2050

When assessing our mitigating factors, we have considered

several factors:

1. Greater reliance is placed on actions already underway and

where we have seen evidence of the success of those

actions, for example, the benefits seen by smallholder farmers

in Primark’s Cotton Project.

2. Physical risks from a changing climate are already present,

growing and being managed by our businesses. In many cases,

risks may worsen but there is time to adapt to their impacts.

Impact

assessment

Description

Low

Projected impacts from scenario analysis

arepositive or not significant

Medium

Impacts judged not to be significant once

mitigating actions are considered

High

Impacts judged to be significant even after

mitigating actions have been considered

Climate models still have several fixed assumptions and there

issome uncertainty around the impacts of climate change and

how governments will respond.

Some of the below metrics have been assured by Ernst & Young.

These are marked with Δ.

Results of the climate-related risks and

opportunities assessment

Given no update to our scenario analysis was required, all

physical and transition risks in the table on page 67 are still

relevant. Wedisclose below the risks we believe have the

potential tobethe most financially significant and/or of the most

interest tostakeholders:

Climate impact on cotton yields

2023 assessment

Low

2030

Medium

2050

Scenarios assessed

2022 RCP2.6 and RCP8.5 / 2024 No update required.

Assessment

The outcomes to 2030 show that effects of climate risks such

as extreme temperatures, heavy rainfall and timing/duration of

monsoon season range from virtually no impact to a reduction

of approximately 4% under RCP8.5.

The outcomes to 2050 project a negative impact on yield

of14% under RCP8.5 and 4% under RCP2.6 before

mitigatingactions.

Mitigation

• Farmers in our Primark Cotton Project (formerly the Primark

Sustainable Cotton Programme) are trained in farming

methods aimed at increasing cotton yields and reducing

inputs including water use, chemical pesticide and fertiliser

use, with the goal of helping to address the environmental

impacts of growing cotton.

• Primark is working with its implementation partner to further

develop the impact performance indicators and farmer

reporting processes of the Primark Cotton Project, allowing

for enhanced disclosure in future reports.

• Primark has developed a cotton sourcing strategy in order

toachieve its commitment that all cotton in Primark clothing

will be organic, recycled or sourced from the Primark Cotton

Project. Part of this strategy is to diversify the sourcing

regions of cotton, which can help to mitigate potential

climate-related impacts on cotton availability and supply.

2024 update

Metrics and targets

• Percentage of Primark’s cotton clothing units sold containing

cotton that is organic, recycled or from the Primark Cotton

Project: 100% by 2027. 57%△ (2023 – 46%)

• Number of farmers trained in the Primark Cotton Project.

Wehave achieved our target number of farmers trained.

Thetotal number of farmers to date is 309,394△

Please refer to corporate.primark/en-gb/primark-cares/

resources/reports for Primark’s basis of reporting for each metric.

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’) CONTINUED

Impact assessment

Associated British Foods plc | 68 | Annual Report 2024

Impact of climate on sugar yields in Africa

(Malawi,South Africa, Tanzania and Zambia)

2023 assessment

Low

2030

Medium

2050

Scenarios assessed

2022 RCP2.6 and RCP8.5 / 2024 No update required.

Assessment

Climate impact on sugar yields varies country by country.

Theoutcomes to 2030 under the USDA’s EPIC crop model

indicate a range from no change to a decline of 10%.

Theoutcomes to 2050 indicate a 5% gain to a 29% decline.

Mitigation

• Our African sugar businesses already experience and

manage significant climate variability, so their responses

toweather events are well developed.

• We are improving irrigation efficiency and overall farming

methods to mitigate the risk of drought, including investing

indrip irrigation and river defences to reduce storm damage.

2024 update

Metrics and targets

• Sugar production (tonnes): 3,200kt

(2023 – 2,800kt)

• ABF Sugar has a target to reduce its end-to-end supply chain

water usage by 30% by 2030. Water usage has increased

by6.7% this year.

Climate impact on tea yields

2023 assessment

Low

2030

Low

2050

Scenarios assessed

2022 RCP8.5 / 2024 No update required.

Assessment

The outcomes through 2030 and 2050 show a positive

impacton tea yields. However, the crop model has limited

representation of acute weather events such as extreme

temperatures, heavy rainfall and droughts. We have a

well-grounded experience in understanding volatility in regional

teayields as a result of weather events and by extension

theworld’s tea-growing regions. With this, we can respond

toextreme weather events by sourcing tea products from

multiple locations to continue to produce tea to our set

standards. Where this is not an option for single origin blends,

the impact would not be material to the business.

Mitigation

• Twinings’ sourcing capability coupled with its blending capability

enables the business to manage localised yieldissues.

2024 update

Metrics and targets

• Since the impact of climate change on tea yields is assessed

as low, no metrics are disclosed. We will continue to monitor

this risk and will develop a metric at such a time where the

risk could be material.

Impact on flooding risk on Primark’s third-party

manufacturers

2023 assessment

Low

2030

Medium

2050

Scenarios assessed

2022 Bangladesh: RCP4.5 and RCP8.5 – China: RCP8.5 /

2024No update required.

Assessment

Bangladesh

Bangladesh is exposed to both coastal and river flooding.

Theflood risk outcomes through to 2030 are minimal,

butby2050 there is a distinct increase.

China

The flood risk in China only changes minimally through to 2030

and 2050. Coastal flooding is projected at 1% in 2030 and less

than 2% in 2050. River flooding is projected at less than 5%

for 2030 and 2050. Primark has a large geographical spread

ofsupplier factories which would require a large number

ofrivers and coastlines to flood simultaneously for there

tobea material problem.

Mitigation

• Primark’s sourcing strategy is focused on geographical

diversification, creating a more balanced global footprint

anddeveloping risk mitigation strategies to increase flexibility

and agility when unexpected events occur.

• The analysis shows that the majority of Primark’s suppliers

inBangladesh are located in areas of Dhaka which are less

susceptible to flooding.

• We ensure a geographical spread of supplier factories

acrossChina.

• Flood Risk Assessment Inspection reports and corrective

action plans (‘CAP’) are issued to factories, along with

guidance notes. Remediation meetings are then held with

the factories to address items noted in the CAP.

• Structural Integrity Programme – Mott MacDonald flood

pilotupdate:

• Following on from last year’s pilot study covering

inspection programmes in Bangladesh, a further 16

factories were identified under phase two. All 16 sites

were inspected during the year and CAPs are currently

under review. For the phase one locations, the average

CAP progress rate is 78%.

• A similar project is planned for China in autumn this year,

targeting 27 factories for the initial pilot.

2024 update

Metrics and targets

• Number of Primark supplier factories (Bangladesh and China)

subject to high flood risk. The below figures relate to Primark’s

most recent flood risk assessment, for which an update on

mitigation activities has been provided for the current year.

Bangladesh ravine and coastal assessment – 4.5%

China ravine and coastal assessment – 13.7%

Associated British Foods plc | 69 | Annual Report 2024

Impact of carbon pricing mechanisms onABFSugar

2023 assessment

Medium

2030

Scenarios assessed

2022 International Energy Agency’s Net Zero Emissions by

2025 scenario, Sustainable Development Scenario and Stated

Policies Scenario Assessment / 2024 No update required.

Assessment

Incremental impact ranges from £0m to £48m in 2030.

ABFSugar has developed a plan to reduce Scope 1 and 2

emissions by 30% by 2030 (from a 2018 baseline), achieved

through a series of fuel substitution and energy efficiency

programmes that generally are expected to have a return on

investment above 15%. Beyond 2030, while some

technologies exist, they are not yet commercially viable.

Mitigation

• Please refer to the ABF Sugar transition plan on page 70.

2024 update

Metrics and targets

• Please refer to the transition plan on pages 70 to 73.

Impact of carbon pricing mechanisms on Primark

2023 assessment

Medium

2030

Scenarios assessed

2022 International Energy Agency’s Net Zero Emissions by

2025 scenario, Sustainable Development Scenario and Stated

Policies Scenario Assessment / 2024 No update required.

Assessment

Incremental impact ranges from £55m to £155m in 2030,

driven by hypothetical carbon taxes on Scope 3 upstream

emissions. Scope 1 and 2 make up less than 2% of Primark’s

total emissions. Primark’s decarbonisation programme is

managed as an integral part of the Primark Cares strategy

witha road map to reduce absolute emissions by 50% by2030

and mitigate potential exposure to increased carbontaxation.

Mitigation

• Please refer to the Primark transition plan on page 73.

Theplan focuses on Primark’s top five sourcing markets

andsupporting suppliers in implementing energy efficient

measures and making a switch to renewable sources.

Theplan does not assume the purchase of offsets.

2024 update

Metrics and targets

• Please refer to the transition plan on pages 73 to 77.

Transition plans

ABF Sugar

In 2018 ABF Sugar launched the 2018 Commitments with an

aspiration to reduce our carbon footprint (Scope 1 and 2) by30%.

In 2024 ABF Sugar transformed our 2030 commitment to

aScience Based Target, under the SBTi. This means we are

following the latest science, have targets that will help them

articulate our progress in reducing carbon at the factory,

inthefield and on the move.

SBTi validation is a significant milestone in their journey to

manage and align our transition plan.

Governance

There has been no change in the ABF Sugar governance

structure from last year. The ABF Sugar Chief Executive and

business unit managing directors remain responsible and

accountable for overseeing climate-related risks, opportunities,

overall strategy and transition plans. Please refer to our website

for a more detailed understanding of our governance process.

To ensure plans will be delivered and savings captured for

allprojects, the ‘Results Delivery Office’ has developed an

integrated approach to measure carbon savings and categorise

projects for ESG. All ABF Sugar businesses have access to

acentral system that provide up-to-date carbon information

totrack targets and define savings.

Risk management

Each business within ABF Sugar develops action plans to

respond to the climate-related risks and opportunities that

applyto them. All plans and projects have passed through

a well-established governance process that examines each

performance improvement proposal against internal rate

ofreturn criteria and ESG and climate factors. These plans

arethen approved by the ABF Sugar Chief Executive and

business unitmanaging directors.

Strategy, metrics and targets

In working towards reducing greenhouse gas emissions (GHG)

for Scope 1 and 2, Energy & Industry (E&I), ABF Sugar have

categorised our proposed plans and projects intothree focuses.

1. Immediate term: Focusing on reducing operation GHG

emissions, investing in energy efficiency with the aim

ofreducing energy consumption and eliminating coal.

2. Short term (to 2030): Targeting key sites and pairing them with

key technological resources.

3. Long term (to 2050): Focusing on employing low emission

technologies, managing climate-related risks across the

valuechain, andpartnering to innovate at factories across

thebusiness.

ABF Sugar does not intend to utilise carbon offsets in their

de-carbonisation strategy.

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’) CONTINUED

Associated British Foods plc | 70 | Annual Report 2024

ABF Sugar GHG improvement roadmap

Impact from today

• Efficiency programmes

• Fuel switch from coal

• Reducing feed drying

• Green cane harvesting

Moving towards 2030

• CCUS (Vivergo)

• Biogas / Biomass

• Tactical electrification

• Solar electricity

Beyond 2030

• Hydrogen / CCUS / Negative

carbon (other)

• General electrification

• New sugar process technology

Plan and execute

Develop projects /

commercial relationships

New technology

Figure ABF Sugar road map 1.

Progress to target: Energy and Industrial (‘E&I’)

British Sugar, the largest contributor to this category of

emissions, has reduced its Scope 1 and 2 emissions by 21%

from baseline year. Another significant contribution comes from

the reduction of the use of coal in Illovo South Africa.

ABF Sugar has a continued focus on scope 1 and 2 E&I as

thisisthe most material risk to the business and is an area

ofsignificant spend. In 2023/24 ABF Sugar spent approximately

£73m on 39 approved projects. To date 30 of these projects

have contributed a saving of 53,721 tCO

e. For their 5-year plan,

ABF Sugar is planning to spend 6% of their planned capex to

support their climate change strategy and ESG initiatives.

E&I Scope 1 and 2, 52% reduction by 2030

The reductions have been achieved by a focus on threeareas

– efficiency, fuel switch and investment in new technology.

Eachbusiness has a decarbonisation plan focused on their area

of risk and opportunity, British Sugar is focused onScope 1 factory

emissions reduction plan with projects, efficiency programmes

and clear KPIs. The reductions are achieved by capital investments

but also understanding and running our factories more efficiently.

For example, at our Sezela and Noodsberg factories in South

Africa, we have reduced coal usage in boilers through our

efficient use of bagasse.

Projects supporting carbon reduction

Entity

British Sugar – Bury

Project

Decarbonisation steam reduction (Phase 1)

Description

This project replaces four existing Roberts type evaporators with three new falling-film type evaporators.

This will realise a significant reduction in LP liquid prolene gas burn for sugar manufacturing (approx. 25%)

as well as increasing engineering reliability of the station. The second main element of the project will be

toupgrade the Raw Juice Heating Station. This project will replace the station as a whole, eliminating the

planned essential replacement plan spend, and will allow the factory to realise the full gas burn reduction

ofthe three new evaporators as well as improving engineering and process reliability of the site.

Year of approval

2023/24

Expected tCO

saving

19,500

Target project

close-out date

1 December 2026

Associated British Foods plc | 71 | Annual Report 2024

Projects supporting carbon reduction continued

Entity

British Sugar – Cantley

Project

Provision of modular steam and power

Description

This project will re-establish a steam generation capacity of up to 60 t/hr at the Cantley Factory to meet

arange of business requirements within upcoming Medium Combustion Plant Directive emission limits.

The low-pressure ‘modular technology’ utilised will deliver process/maintenance simplification, improve

process safety, as well as enable operational effectiveness through ‘Industry 4.0’ methodology.

Year of approval

2023/24

Expected tCO

saving

16,000

Target project

close-out date

1 September 2025

Entity

Azucarera – Guadalete

Project

Pre-scalders and 6th evaporation effect

Description

This project reduces the global energy consumption of the Guadalete factory through the installation

of pre-scalders, and implementation of evaporators. In turn, this will improve the heating steam scheme.

Year of approval

2023/24

tCO

e saving

5,202

Project close-out

date

Completed.

Entity

Illovo Sugar – Sezela

Project

Steam traps replacement on juice heaters

Description

Over the years, the steam traps on the juice heaters were replaced with non-return valves (NRVs) which

has caused excessive steam wastage. The ideal opportunity is to reinstate the steam traps on the juice

heaters to allow energy savings to be made. It will install x13 steam traps on the various heaters and these

will be placed before the NRV to ensure the energy is captured. In turn, this will reduce energy and save

coal use within the Sezela heaters area.

Year of approval

2022/23

tCO

e saving

3,605

Project close-out

date

Completed

Entity

Azucarera – Miranda

Project

Energetic improvements APRO (Phase 1)

Description

The objective of the project is to modify the heating of the raw juice, improving the use of the pan vapours

and reducing the consumption of steam in the heating of the purification stage.

Year of approval

2023/ 2024

Expected tCO

saving

1,000

Target project

close-out date

1 December 2025

Entity

Illovo Sugar – Ubombo

Project

Entry-level housing upgrade (Phase 8 – 15)

Description

The project involves the phased upgrading of staff housing at agricultural and industrial villages to comply

with the minimum Illovo Group entry-level housing standards. As part of the project, houses for employees

at Nyetane, Majombe and Shonalanga villages will be electrified to eliminate the usage of domestic coal

within the villages.

Year of approval

2023/24

tCO

e saving

1,177

Project close-out

date

Completed

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’) CONTINUED

Associated British Foods plc | 72 | Annual Report 2024

Emission reduction plan

Looking ahead and per figure ABF Sugar roadmap 1, there

isastrong pipeline ofaccretive GHG reduction projects.

Eachbusiness has its ownenvironmental plan which has

beencategorised between shortand long term.

Short term

• British Sugar: Projects focus on smaller factory energy

efficiency/steam reduction, coal elimination and reduction

ofenergy use for pulp drying.

• Our sugar businesses in Africa: across all businesses projects

focus on energy efficiency and green cane harvesting, while

Illovo Sugar South Africa has coal elimination/ reduction

projects too.

• Azucarera: Projects focus on factory energy efficiency and

automation as well as the specific Guadalete project.

Long term

• British Sugar: Projects focus on technological advancements

for factory energy efficiency/steam reduction and alternate

pulp drying technologies

• Illovo Sugar South Africa: Projects are aligned to those in the

short term, however, the technology is yet to be developed

• Azucarera: Projects focus on alternate fuel projects, however,

current regulations present a challenge at this point in time.

Primark

Governance

A comprehensive governance system has been established at

Primark to oversee sustainability and ethics matters, including

the delivery of the commitments related to its Primark Cares

strategy, which coincides with Primark’s transition plan in

themedium term. There has been no change in this position

from last year. The Primark chief executive officer (‘CEO’) and

Executive Committee remain responsible and accountable for all

decision-making and implementation, and ultimately approve the

transition plan. Please refer to Primark’s most recent reporting

for a more detailed understanding of its sustainability and ethics

governance structure.

Risk management

In 2021/22 the ABF Group performed an initial assessment of

the impact of climate-related risks and opportunities on Primark

for which material risks and opportunities underwent scenario

analysis. Any identified climate-related risks connected to the

implementation of Primark’s transition plan are managed through

the governance structure described above.

Primark recognises the need to evolve the initial scenario

analysis by performing a deeper and more focused assessment

of climate-related risks and opportunities across its value chain,

ensuring that these get embedded into long-term transition,

strategic and financial planning.

Strategy, metrics and targets

In 2021, Primark launched its Primark Cares strategy building

onthe work of its Ethical Trade and Environmental Sustainability

(‘ETES’) programme. Under Primark Cares, the business has set

out a number of public commitments up to 2030 with a focus

onthree areas, Product, Planet and People, which are expected

to accelerate its transition to a lower-carbon economy. As such,

in the medium term the Primark Cares strategy coincides with

Primark’s transition plan.

The strategy includes an overarching objective to halve carbon

emissions across Primark’s value chain by 2030, from a base

year of 2018/19, which is aligned with Primark’s commitments

under the UNFCCC Fashion Charter for Climate Action (FICCA)

and, therefore, the 1.5°C Paris Agreement. Under the FICCA,

Primark has also pledged to achieve net zero emissions no later

than 2050. The organisation is working to define its plan to reach

this long-term goal, taking into consideration uncertainties

beyond 2030 in technology development and innovation, as well

as the political and regulatory global landscape.

At present, Primark has not included carbon offsets in its

transition planning.

Progress to target

Please refer to page 63 for information on Primark’s

progresstotarget.

Associated British Foods plc | 73 | Annual Report 2024

Projects supporting carbon reduction to date

Primark Cares

Commitment

Protecting Life on the Planet – Primark will halve carbon emissions across its value chain by 2030

Project

Energy efficiency and renewable energy procurement in the supply chain

Timeline

2018 – present

Description

Primark has been working on a decarbonisation programme with key suppliers, which focuses on

improvingenergy efficiency, reducing the energy intensity of manufacturing goods and moving away

fromacarbon-intensive fuel mix within manufacturing under tier 1, tier 2 and tier 3 of our supply chain.

At the same time, Primark has been working to pool some of the factories in its value chain and assisting

them in negotiating contracts so they can use their combined purchasing power to access renewable energy.

Target

Reduce absolute Scope 3 GHG emissions from ‘purchased goods and services category’ by 50% by2030

from a 2018/19 base year.

Metric

Annual Scope 3 GHG emissions from purchased goods and services (tCO

Methodology

Primark’s Scope 3 calculation methodology has been third-party reviewed by the Carbon Trust.

Itisnotcurrently public.

Underlying

uncertainties,

challenges and

assumptions

• Challenge – maturity of renewable energy procurement in specific sourcing regions

• Challenge – supply chain monitoring and reporting for lower tiers

Progress to date

Energy efficiency: Primark keeps scaling up its resource efficiency programme, having now engaged

acumulative total of 108 factories in all key sourcing regions (Bangladesh, India, China, Cambodia) since

activities started.

Renewable energy procurement: Primark kicked-off activities to support factories with collective

renewable power procurement in India, according to the roadmap developed in 2022/23. Inparticular,

asolar power profile was created for all first 39 contributing factories and a collective Request for Proposal

(‘RFP’) will be released to local renewable power developers.

Please refer to page 63 for commentary of Primark’s Scope 3 emissions.

Primark Cares

Commitment

Protecting Life on the Planet – Primark will eliminate single-use plastics and all non-clothing waste by 2027

Project

Eliminate non-clothing waste – Packaging Centre of Excellence

Timeline

Early 2019 – present

Description

A dedicated team, within Primark’s Packaging Centre of Excellence, manages the delivery ofpackaging

transformation projects.

An example of a project is Primark’s durable new plastic clothes hanger design made from a minimum

of90% recycled polypropylene which has been designed for reuse/ to be retained. Thisdesign isbeing

phased in for main apparel ranges, with completion due in 2027. Alongside reusing hangers retained instores,

Primark also collects unusable hangers to be recycled and made into new hangers. Themove to recycled

materials for all hangers is expected to achieve a reduction in Primark’s carbon footprint attributable

tohangers by 40%.

Target

Eliminate single-use plastics by 2027

Metric

1. % reduction in tonnage of single-use plastic (SUP) packaging against 2022 baseline year

2. % of SUP to overall packaging in tonnes

Methodology

The methodology is publicly available at the Basis of Reporting page of the Primark website

corporate.primark.com/en-ie/primark-cares/resources/reports

Underlying

uncertainties,

challenges and

assumptions

• Challenge and uncertainty – there are practical limitations, technical constraints and an absence

ofsuitable alternatives that may impact Primark’s goal of complete elimination of SUP by 2027

Progress to date

• Performance against Primark’s baseline will be reported from 2024/25 onwards

• Primark’s SUP baseline of 21,797 tonnes represents 19.4% of our total packaging footprint for

thebaselineyear

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’) CONTINUED

Associated British Foods plc | 74 | Annual Report 2024

Primark Cares

Commitment

Giving Clothes a Longer Life – All Primark clothes will be made from recycled or more sustainably sourced

materials by 2030

Project

Clothes made from recycled or more sustainably sourced materials

Timeline

Early 2021 – present

Description

Primark has committed to have all Primark clothes made from recycled or more sustainably sourced

materials by 2030. The business works with certification bodies, to certify and validate claims it makes

onindividual materials relevant to these standards.

Primark also works hard to ensure that all Primark Cares products containing recycled fibres meet Primark’s

quality testing requirements.

Target

All Primark clothes will be made from recycled or more sustainably sourced materials by 2030

Metric

1. Percentage of Primark’s clothing units sold containing recycled or more sustainably sourced materials

2. Percentage of Primark’s clothing units sold containing cotton that is organic, recycled or sourced from

thePrimark Cotton Project

Methodology

The methodology is publicly available at the Basis of Reporting page of the Primark website

corporate.primark.com/en-ie/primark-cares/resources/reports

Underlying

uncertainties,

challenges and

assumptions

• Challenge – restriction on the handling and trade of recycled materials due to regulatory changes

• Challenge – some sourcing markets may not have access to all recycled or more sustainable material types

• Challenge – for some less commonly used fabrics such as elastane, there are currently no sustainable

alternativesavailable

Progress to date

66% of Primark clothing units sold in 2023/24 contained recycled or more sustainably sourced materials, up

from 55% the previous year and 25% in 2021. 57% of Primark cotton clothing units sold in2023/24

contained organic cotton, recycled cotton, or cotton sourced from the Primark Cotton Project, up from 46%

last year. As our Primark Cares initiatives continue to grow in number, Primark is actively working on training

and embedding processes to facilitate the conversion to recycled andmore sustainably sourced materials.

Building on last year’s training of 286 suppliers, Primark iscontinuing its efforts to further educate suppliers

on the criteria required for products to meet its Cares standards. The business has already hosted six

training sessions in February and March 2024, with plans for additional sessions in July 2024. The aim

istoprovide clarity to suppliers regarding Primark Cares requirements, including minimums, certification and

chain of custody.

Primark Cares

Commitment

Protecting Life on the Planet – Primark will halve carbon emissions across its value chain by 2030

Project

Energy efficiency and renewable energy procurement in own operations

Timeline

Early 2021 – present

Description

While significantly smaller than Scope 3, Scope 1 and 2 emissions are areas where the business has the

most direct influence.

Energy efficiency: Primark uses a system called the Energy Bureau, which allows the business tomanage

energy consumption remotely by monitoring and modifying environmental parameters, tomaintain suitable

store conditions in an energy-efficient manner. To further reduce energy consumption, Primark has also

been switching to energy-efficient LED lightbulbs in stores globally.

Renewable energy: Primark’s ambition is to switch all stores to renewable energy, as well as exploring

ways to reduce emissions from on-site heating.

Target

Reduce absolute Scope 1 and 2 GHG emissions by 50% by 2030 from a 2018/19 base year

Metric

Annual Scope 1 and 2 (market-based) emissions (tCO

Methodology

Annual Scope 1 and 2 emissions are calculated by ABF at Group level

Underlying

uncertainties,

challenges and

assumptions

• Challenge – Misalignment between lease lifetime of some retail properties and payback period for

installing new high-efficient equipment

• Challenge and uncertainty – Maturity of renewable energy procurement in specific markets

Progress to date

• By the end of 2023/24, renewable power contracts were in place in 8 countries, covering approximately

64% of Primark’s electricity demand

• The number of Primark stores fitted with energy-efficient LED lightbulbs significantly increased, from141

in July 2023 to 274 in July 2024. At the end of 2023, the Energy Bureau covered more than 179 locations

across the UK.

Please refer to page 62 for commentary of Primark’s Scope 1 and 2 emissions.

Associated British Foods plc | 75 | Annual Report 2024

Projects supporting carbon reduction to date continued

Primark Cares

Commitments

Giving Clothes a Longer Life – Primark clothes will be recyclable by design by 2027. Primark will

strengthen the durability of its clothesby2025.

Project

Giving Clothes a Longer Life

Timeline

Late 2021 – present

Description

Circular design: Since the launch of Primark’s Circular Product Standard (‘CPS’) and its pilot clothing

collection designed in line with CPS in April 2023, Primark has focused efforts on:

• continuing to expand and improve knowledge of circularity within the business via training

• scaling up the use of circular design principles in key product categories

• investing in additional expertise

The CPS is as an integral and foundational part of Primark’s overarching public ambition to become amore

sustainable and more circular business.

Durability: Durability to Primark means the amount of wear or use that a customer can get from anitem

ofclothing over a period of time. Clothing is durable if it remains functional and wearable without requiring

too much maintenance or repair, when faced with the challenges of normal wash and wear over its lifetime.

As part of the Textiles 2030 initiative, Primark is taking part in a durability project led by WRAP.

Target

1. Primark clothes will be recyclable by design by 2027

2. Primark will strengthen the durability of its clothes by 2025

Metric

1. % of all clothing units sales that are circular by design

2. % of clothing which passed the aspirational level of the durability framework

Methodology

1. Developed in 2023 with support from a third-party consultant primark.a.bigcontent.io/v1/static/Primark-

Circular-Product-Standard-2023

2. Will be developed in the next financial year with support from a third-party consultant

Underlying

uncertainties,

challenges and

assumptions

• Uncertainty – No industry-wide definition for ‘circularity’

• Uncertainty – No recognised standard for durability across the fashion industry

• Challenge – Today, many items of clothing are inherently hard or impossible to recycle based on their

design, componentry, and fabric composition. For example – elastane is widely used within the fashion

industry to ensure that a garment has adequate stretch to function and fit, but it is virtually impossible

torecycletoday. Primark’s approach to circular design is category specific and will evolve astextile

recycling innovationgrows

Progress to date

Circular design:

Training: Primark estimates that 80% of product colleagues have completed the foundation course ofthe

Circular Design training by July 2024. This is an increase from 74% last year. Primark’s expert level training

was trialled inOctober/November 2023. This training will continue its roll-out.

Product categories: Following from the pilot collection in April, sales from circular clothing products have

reached 3% of total clothing units sales (August 2023 – July 2024). For Spring / Summer 2024, Primark

hasseen major progress in menswear, kidswear and womenswear, with an increasing number of products

meeting theCPS.

Circularity team: The team has grown from one colleague to four in the past 12 months.

Durability:

• Primark has launched its Primark Durability Framework which is guided by the WRAP Clothing Longevity

Protocol. Information on the framework is available on the website.

• As of January 2024, extended wash testing has been implemented on all machine washable products

across all product categories (excluding exempted categories of hand wash and dry cleanonly products)

• Primark’s extended wash testing methodology has been standardised and aligned across allmachine

washable products

CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’) CONTINUED

Associated British Foods plc | 76 | Annual Report 2024

Emission reduction plan

Key priority areas for action were identified on the basis of

theinfluence and materiality of emissions categories, assessed

from the base year of 2018/19 (see the table below).

Theseare Primark’s Scope 1 and 2 emissions, where the

business has direct ownership, and the most significant Scope 3

categories in terms of absolute emissions (purchased goods and

services; upstream transportation; use of sold products).

Primark’s baseline emissions (2018/19) (% of total

emissions across all scopes)

Scope 1 and 2 (location-based)

2.5 %

Scope 3

97.5 %

Of which:

Purchased goods and services 74.5 %

Capital goods 1.9 %

Fuel and energy-related activities 0.5 %

Upstream transportation 7.9 %

Waste generated in operations 0.1 %

Business travel 0.2 %

Use of sold products 11.8 %

End-of-life treatment of sold products 0.6 %

Scope 1 and 2 emissions

Short term (present – 2025)

• Maintain ISO50001 certification for all stores, offices

anddistribution centres.

• Develop appropriate regional pathways for heat

decarbonisation in Primark properties.

Medium term (2026 – 2030)

• Reduce absolute Scope 1 and 2 GHG emissions by 50%

by2030, from a 2018/19 baseline year.

Scope 3 emissions

Short term (present – 2025)

• Launch an energy efficiency programme, engaging and

supporting suppliers’ manufacturing facilities on energy

demand reduction.

• Launch a renewable energy programme, engaging and

supporting suppliers’ manufacturing facilities on sourcing

low-carbon and renewable energy.

• Optimise inbound transport modes to balance emissions,

costand time.

• Strengthen the durability of Primark’s clothes by 2025.

Medium term (2026 – 2030)

• Primark clothes to be recyclable by design by 2027.

• All Primark clothes from recycled or more sustainably sourced

materials by 2030.

• More regenerative agricultural practices will be used

inthePrimark Cotton Project.

• Eliminate single-use plastics and all non-clothing

wasteby2027.

Primark acknowledges the uncertainties and challenges

connected to the implementation of its medium-term plan,

which include: supply chain monitoring and reporting for lower

tiers; evolving climate policy in operating markets and sourcing

regions; technology innovation and costs; consumer sentiment

and behaviour. Primark is planning to address these through

targeted long-term actions such as policy advocacy, data

systems enhancement, supplier engagement and consumer

education. Please refer to Primark’s latest reporting for

detailedinformation.

Associated British Foods plc | 77 | Annual Report 2024

Our approach to risk management

The delivery of our strategic objectives, sustainable growth

andlong-term shareholder value is dependent on effective

riskmanagement. The diversified nature of our operations,

geographical reach, physical and technological assets

andcurrencies areimportant factors in mitigating the risk

ofusmissing our strategic goals.

As with any business, risks and uncertainties are inherent

inourbusiness activities and these risks may have a financial,

operational, environmental and reputational impact. It is through

a structured approach to risk management that we are able

tomitigate and manage risks and embrace opportunities

whentheyarise.

The Board is accountable for effective risk management, for

agreeing the principal, including emerging, risks facing the Group

and ensuring that these are successfully managed. The Board

undertakes a robust annual assessment of the principal risks

thatwould threaten the business model, future performance,

solvency or liquidity. The Board also monitors the Group’s

exposure to risks as part of the business performance reviews

conducted at each Board meeting, providing the Board with

anopportunity to discuss risk mitigation actions with divisional

senior management.

Our decentralised business model empowers the management

of our businesses to identify, evaluate and manage the

riskstheyface to ensure each business’s compliance with

relevantlegislation, our business principles and Group policies.

Theirriskassessments are wide-ranging and consider operational,

environmental and other external risks, in the context of the

overall materiality, key controls and relevance to the markets

inwhich they operate. The divisional chief executives individually

present their division’s consolidated risks to the Director of

Financial Control and the Finance Director on an annual basis,

who review and challenge them.

Emerging risks are identified and considered at both a Group

andbusiness unit level, as part of the overall risk management

process. They are identified through a variety of horizon-scanning

methods including: geopolitical insights; ongoing assessments

ofcompetitor activity and market factors; workshops and

management meetings focused on risk identification; analysis

ofexisting risks using industry knowledge and experience to

understand how these risks may affect us in the future; and

representation and participation in key industry associations.

Group functional heads including Legal, Treasury, Tax, IT,

Pensions, HR, Procurement and Insurance also assess the key

risks in their functional area, together with the controls that are

inplace or planned to mitigate them. The Director of Financial

Control takes these perspectives and combines them with the

business risk assessments to create a consolidated view of

theGroup’s risk profile. A summary of these risk assessments

isthen shared and discussed with the Finance Director and

ChiefExecutive at least annually.

The Director of Financial Control holds meetings with each

ofthenon-executive directors seeking their feedback on the

reviews performed and discussing the key risks and mitigating

activities identified through the risk assessment exercise.

Onceall non-executive directors have been consulted, a Board

report is prepared summarising the full process and providing an

assessment of the status of risk management across the Group.

The key risks, mitigating controls and relevant policies are then

summarised and the Board confirms the Group’s principal risks.

These are the risks which could prevent ABF from delivering our

strategic objectives. This report also details when formal updates

relating to the key risks will be provided to the Board.

Key areas of focus this year

Effective risk management processes and internalcontrols

We continued to seek improvements in our risk management

processes to ensure the quality and integrity of information

andthe ability to respond swiftly to direct risks. During the year,

theAudit Committee on behalf of the Board conducted reviews

onthe effectiveness of the Group’s risk management processes

and material internal controls in accordance with the 2018 UK

Corporate Governance Code.

Our approach to risk management and systems of internal

control is in line with the recommendations in the Financial

Reporting Council’s (FRC) revised guidance ‘Risk management,

internal control and related financial and business reporting’.

The Board is satisfied that internal controls were properly

maintained, and that principal and emerging risks are being

appropriately identified and managed.

Consumer confidence

Household budgets continue to face real pressures and

consumer confidence remains low in a number of key markets.

Primark’s cost leadership position continues to be attractive

tothe customer. In the food businesses, there is continued

demand for private label products.

All of our businesses have developed strategies considering

thepotential changes in both end consumer and our customer

behaviours and demands, the implications for the business

andwhere investment or changes to business models

maybeappropriate.

PRINCIPAL RISKS AND UNCERTAINTIES

Managing our risks

Associated British Foods plc | 78 | Annual Report 2024

Regulatory changes

Our businesses continue to face a large number of regulatory

changes with ever-increasing complexity and variations

inrequirements across the markets in which we operate.

Forexample, the EU Corporate Sustainability Reporting Directive

(CSRD) requiring companies operating in the EU todisclose and

report on environmental, social affairs and governance issues,

the new German Supply Chain Due DiligenceAct (LkSG), and

changes to data privacy laws.

The extent of change will have an impact on the capacity of

management at a time when they are dealing with the ongoing

challenges resulting from economic uncertainty, alongside

theday-to-day growth of our businesses.

UK Corporate Governance Code 2024

In January 2024, the FRC issued a revised version of the UK

Corporate Governance Code. Upon its release, we undertook

adetailed review to evaluate the impact that the new Code will

have on our governance and risk management arrangements.

We have concluded that the key change impacting risk

management and controls at ABF relates to Provision 29.

Provision 29 will require companies to make a declaration of the

effectiveness of the Group’s material controls as at the balance

sheet date in the annual report. The new Code will apply to the

Group for its financial year 2025/26, except for Provision 29

which will apply to the Group for its financial year 2026/27.

Whilst this revised provision clarifies the Board’s responsibilities

and requires explicit confirmation on the effectiveness of material

controls, we believe that our existing risk management and

control monitoring and validation processes mean that we are

well-placed to meet the new requirements.

Risk appetite

Our approach to risk management gives the authority to our

business leaders to make decisions that enable them to deliver

our strategy of delivering long-term value for our shareholders

and other stakeholders as detailed on pages 8 to 11. They achieve

this by identifying and managing their risks within acceptable

levels through our devolved operating model and our people,

culture and values. These principles underline how we manage

the Group within the Board’s risk appetite.

Divisional risks and their impact on business performance are

reported during the year and are considered as part of the

monthly and quarterly management review process.

Our principal risks and uncertainties

The directors have carried out an assessment of the principal

risks facing ABF, including emerging risks, that would threaten

our business model, future performance, solvency or liquidity.

ABF is exposed to a variety of other risks related to a range of

issues such as human resources, commodity prices, community

relations, the regulatory environment and competition. These are

managed as part of the risk process and a number of these are

referred to in the Responsibility section a

t pages 54 to 65 and

onour website at www.abf.co.uk/responsibility.

Outlined below are the Group’s principal risks and uncertainties

which we believe are likely to have the greatest current or

near-term impact on our strategic and operational plans and

reputation, and the key mitigating activities in place to address

them. These are the principal risks of the Group as a whole

andare not in any order of priority.

Our risks are grouped into external risks, which may occur

inthemarkets or environment in which we operate, and

operational risks, which are related to internal activity linked

toour own operations and internal controls.

The ‘Changes since 2023’ describe our experience and activity

over the last year.

Key

Risk trending Stakeholders

impacted by the risk

Increasing risk Customers

Unchanged risk

Investors and

shareholders

Decreasing risk Employees

Suppliers

Communities

Governments

Associated British Foods plc | 79 | Annual Report 2024

Complexity of operating across global markets

Context and potential impact

Associated British Foods operates in 56 countries with sales and supply

chains in many more. For example, Primark has a complex supply chain,

which is dependent on supplies from countries including China, Bangladesh,

India and Turkey. We are therefore exposed to: global market forces;

fluctuations in national economies; societal unrest; and evolving legislation.

Geopolitical uncertainty remains high given the ongoing war in Ukraine,

theescalation of the conflict in Gaza into Lebanon, the closure of the Suez

Canal, the recent resignation of the Prime Minister in Bangladesh and the

wider political landscape including elections in the US, and a number

ofcountries in South America, Africa and south east Asia.

Failure to recognise and respond to any of these factors could directly

impact the profitability of our operations.

Entering new markets is a risk to any business.

Mitigation

Our approach to risk management considers potential short-term market

volatility and evaluates longer-term socio-economic and political scenarios.

By their nature, socio-political events are largely unpredictable.

Nonetheless, our businesses have detailed contingency plans which

include site-level emergency responses and improved security for

employees.

In the event of a major geopolitical event that disrupts Primark’s supply

chain, in the short term the risk would be partially mitigated as we have

several weeks of stock in warehouses and relatively long lead times, whilst

alternative sourcing strategies are implemented.

Our management teams continue to monitor where products and raw

materials are sourced from and to work closely with suppliers to secure raw

materials, maintain production and provide a reliable supply to our customers.

We engage with governments, local regulators and community

organisations to contribute to, and anticipate, important changes in public

policy. We conduct rigorous checks when entering or commencing

business activities in new markets.

The Group’s financial control framework and Board-adopted tax and treasury

policies require all businesses to comply fully with relevant local laws.

Provision is made for known issues based on management’s interpretation

of country-specific tax law, EU cases and investigations on tax rulings and

their likely outcomes.

Changes since 2023

Whilst supply chain volatility has eased and energy

prices have continued to reduce during the year,

theongoing geopolitical situations remain fragile.

This could have an impact on the cost and

availabilityof raw materials and key commodities.

Our procurement teams continue to work closely

with suppliers to maintain the effective operation

ofour supply chains.

The war in Ukraine means that there remains a risk

of volatility in energy prices and of further supply

chain disruption.

We have experienced no direct impact by the

escalating conflict in Gaza, but we are monitoring

the situation. We continue to monitor the situation

inthe Red Sea and the closure of the Suez Canal but

at this stage we have been able to manage without

any significant disruption to our supply chain.

The general election in the UK saw a change in

government in July 2024 and we are monitoring the

direction of the new government. General elections

are planned in a number of our key markets,

including the US and in a number of countries

inSouth America, Africa and south east Asia.

Thecommercial implications of any governmental

changes are being evaluated.

Consumer spending has continued to be resilient

inthis trading period; however, a number of our

countries face the risk of recession that could

exacerbate debt problems, raise risks of emerging

market crises and trigger market instability. High

inflation continues to be a particular challenge for

our yeast and bakery ingredients businesses based

in Argentina and Turkey.

Geopolitical tensions continue to be a factor in a

number of countries in which we or our supply chain

operate. We monitor the situation on an ongoing

basis and there have been no major impacts for our

businesses. For example, we have been able to

successfully work with our suppliers to manage

theimplications of the political unrest in Bangladesh

and as a result there has been no material impact on

the Primark business.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

External risks

Associated British Foods plc | 80 | Annual Report 2024

Fluctuations in commodity and energy prices

Context and potential impact

Changes in commodity and energy prices can have a material impact

ontheGroup’s operating results, asset values and cashflows.

Mitigation

The Group purchases a wide range of commodities in the ordinary

course of business. We constantly monitor the markets in

whichweoperate and manage certain of these exposures with

exchange-traded contracts and hedging instruments.

The commercial implications of commodity price movements

arecontinuously assessed and, where appropriate, are reflected

inthepricing of our products.

Changes since 2023

Certain commodity prices have been volatile in the financial

year, however most commodity markets onaverage are

falling in price. Energy markets in the UK and Europe have

fallen from highs inthe prior year. However, the risk of

volatility remains as a result ofmarket uncertainty and

supply concerns.

The extreme pace of the decline in European sugar prices

has impacted our European sugar businesses.

Businesses continue to manage commodity price risk

under existing risk management frameworks and, where

appropriate, pricing of products.

Movement in exchange rates

Context and potential impact

Associated British Foods is a multinational Group with operations and

transactions in many currencies. Changes in exchange rates give rise

to transactional exposures within the businesses and to translation

exposures when the assets, liabilities and results of overseas entities

are translated into sterling upon consolidation.

Mitigation

Our businesses constantly review their currency exposures andtheir

hedging instruments and ensure appropriate actions are taken to

manage the impact of currency movements.

Board-approved policies require businesses to hedge transactional

currency exposures and committed long-term supply or purchase

contracts which are denominated in a foreign currency, using foreign

exchange forward contracts. Cash balances and borrowings are

largely maintained in the functional currency of the local operations.

Changes since 2023

On average, sterling has strengthened against most of our

trading currencies this year, resulting in an operating loss

on translation of £97m.

Cash and liability balances held in our businesses inMalawi

and Nigeria in non-functional currencies had a devaluation

loss of £45m.

Health and nutrition

Context and potential impact

Failure to adapt to changing consumer health choices or to address

nutritionconcerns in the formulation of our products, related to

consumer preferences or government public health policies, could

result in a loss ofconsumer base and impact business performance.

Mitigation

All of our food businesses are individually responsible for managing

their product portfolio. Consumer preferences, regulation and market

trends aremonitored continually. Recipes are regularly reviewed

and,where technically feasible, are considered for reformulation

toimprove their overallnutritional value.

All of our grocery products are labelled with nutritional information,

including in many cases front of pack nutrition labelling on our

branded grocery products.

We actively consider consumer health in the context of brand

development and acquisition activity.

We invest in research with experts to improve our understanding

ofthe science and societal trends.

Changes since 2023

Our Sugar and Grocery businesses have continued

tofocus on nutrition and health during the year to help

consumers improve their diet.

Our businesses always take nutritional factors into

accountwhen developing their product ranges. Tosupport

this approach, many of our consumer-branded grocery

businesses have adopted nutrition policies which set out

the businesses’ principles of: transparency about nutritional

properties of products; consumer choice through product

development andreformulation; responsible product

development and advertising. Our businesses also operate

a formal process to ensure that any health claims across

their brands are subject to in-house legal review to ensure

they meet necessary legal requirements and are

responsibly communicated.

In addition to reformulating existing products, our businesses

have launched a range of products with nutritional benefits,

all of which are non-HFSS (high in fat, salt or sugar). These

include: Patak’s Curry Creations, a range of sauce kits;

Jordan’s Popped Oat Crunch, high fibre breakfast cereal;

andKingsmill Fruit Fingers, a source of fibre.

Associated British Foods plc | 81 | Annual Report 2024

Workplacehealthandsafety

Context and potential impact

Our operations have the potential for loss of life or workplace injuries to

employees and contractors, both on-site and off-site, if the hazards and

associated risks are not fully controlled.

Mitigation

The safety, health and wellbeing of our employees and contractors

continues to be one of our main priorities. Thechiefexecutives of each

business, who lead by example, are accountable for the performance of

their business.

Our Health, Safety and Wellbeing Policy, refreshed in November 2023,

makes it very clear that we require the businesses to continuously improve

and to make sure that we understand the hazards and risks of our activities

and have in place appropriate controls to look after our people.

We have an external annual independent audit programme toverify

implementation of our risk management processes and to support a culture

of continuous improvement.

Best practice guidance is shared across the businesses, co-ordinated from

the corporate centre, to supplement the delivery of their own programmes.

These address our critical risks of moving vehicle interactions, falls of

people and materials from height, machinery safety, confined spaces,

electrical safety and management ofcontractors, as well as addressing the

more common, but less severe,injuries from manual handling and from

slips and trips.

Changes since 2023

Businesses have continued to treat health and

safety as the key priority and have delivered

numerous improvements during the year.

The safety performance of the Group is reported on

our website at www.abf.co.uk/responsibility.

We are deeply saddened to report that in the year

there were six work-related fatalities: one employee

in an on-site accident and five contractors (one in an

off-site accident and four in on-site incidents). These

occurred in Brazil and Africa.

Following these tragic events, our priority was to

support the families and colleagues of those who

died. Our businesses have conducted thorough

rootcause analyses, have implemented safety

changes and communicated the findings to the

other businesses.

This year just under £39m was invested in reducing

health and safety risks across a wide range of

operational hazards.

Productsafetyandquality

Context and potential impact

As a leading food manufacturer and retailer, it is vital that we manage the

safety and quality of our products throughout the supply chain.

Mitigation

Product safety is put before economic considerations.

We operate strict food safety and traceability policies within an

organisational culture of hygiene and product safety to ensure consistently

high standards in our operations and in the sourcing and handling of raw

materials and garments.

Food quality and safety audits are conducted across all our manufacturing

sites, by independent third parties and customers, and a due diligence

programme is in place to ensure the safety of our retail products.

Our sites comply with international food safety and quality management

standards and our businesses conduct regular mock product incident

exercises.

All businesses set clear expectations of suppliers, with relevant third-party

certification or other assessment a condition of doing business. Product

testing and trials are undertaken as required and where bespoke raw

materials are purchased, the businesses will work closely with the supplier

to ensure quality parameters are suitably specified and understood.

All Primark’s products are tested to, and must meet, stringent product

safety specifications in line with and, in some instances above, legal

requirements.

Primark continues to drive and improve product performance for quality and

compliance purposes through its product approval processes, in-country

inspections centres and management of its supply base.

Changes since 2023

We had no major product recalls during the year.

Therehavebeen a very small number of product

recalls that have been managed and monitored as

part of our normal courseofbusiness.

Businesses have continued to define and refine KPIs

inthisarea.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Operational risks

Associated British Foods plc | 82 | Annual Report 2024

BreachesofITandinformationsecurity

Context and potential impact

The cyber security risk landscape has continued to evolve, with threats

continuing to be prevalent, sophisticated, organised and aggressive.

Thisincreasing risk requires continual improvement activities by our cyber

security teams to manage our ongoing risk exposure.

Our delivery of efficient and effective business and manufacturing

operations is enhanced using relevant technologies and by sharing of

information. A successful cyber-attack due to malicious activity by an internal

or external threat actor could result in data loss, operational disruption,

non-compliance with regulations, or loss of customer confidence.

Mitigation

There is an ongoing programme of investment in both technology and

people to enhance the longevity of our IT environments. This ongoing

investment includes the control and protection of the IT and manufacturing

environments.

We continue to improve our security culture through user awareness

training programmes including phishing simulations. This reduces the

likelihood of our workforce falling victim to such attacks.

We have established Group IT security policies, technologies and

processes, all of which are subject to regular internal audit.

Our cyber security teams implement and monitor security tools and

controls to ensure effective and efficient security operations.

Technical security controls are in place over key IT platforms with the Chief

Information Security Officer tasked with identifying and responding to

potential security risks.

Changes since 2023

We have continued to invest in and make

improvements to security policies, procedures and

capabilities during the year across our IT estates

andmanufacturing facilities. We have also continued

to strengthen our central cyber security capabilities

and support.

The Group has remained vigilant as, like all

businesses, we remain subject to attack from

increasingly sophisticated malicious actors.

We work with independent third-party security

specialists that provide periodic penetration tests.

Coverage of our tools to protect our email systems

have been expanded providing greater defence

against more advanced threats which have become

prevalent with the weaponisation of artificial

intelligence.

A new crisis simulation platform has been

selectedfor use by all ABF businesses. This is

partof our improvements in cyber major incident

responsecapabilities.

Associated British Foods plc | 83 | Annual Report 2024

Oursupplychainandethicalbusinesspractices

Context and potential impact

We have a global diverse business with complex supply chains, most of

which depend on agriculture and manufacturing.

The most critical risks in our supply chain are:

• the transparency of the source of raw materials and manufacturing

locations and working conditions in our supply chains;

• the inherent vulnerability of workers; and

• ensuring that we have consistency in our approach to due diligence and

the leverage to prevent, avoid or mitigate negative social and

environmental impacts that may arise.

Mitigation

The processes followed by our businesses to manage supply chain due

diligence are key to identifying, mitigating, preventing and ceasing human

rights violations. These processes are reviewed on an ongoing basis.

The due diligence requires our businesses to understand the issues specific

to the workers within their respective supply chains and, where

appropriate, the communities in which they reside. In line with our Group

Supplier Code of Conduct, our businesses prohibit all forms of modern

slavery, including forced labour and human trafficking. For more

information, see our Group Modern Slavery Statement 2024 which is

reported on our website at www.abf.co.uk/responsibility.

Compliance with our Group Supplier Code of Conduct is mandatory and this

sets out the essential requirements of responsible business conduct. It is

based on the International Labour Organization’s (ILO) standards as well as

the Ethical Trading Initiative’s Base Code. We have developed online

training modules to facilitate both internal awareness across the Group and

to support knowledge of our approach and expectations amongst our

suppliers.

Primark is a member of the Ethical Trading Initiative and is recognised for

its Ethical Trade and Environmental Sustainability programme. Primark has a

well-established Ethical Trade auditing and monitoring programme, which is

key for identifying risks within the supply chain and for ensuring that

mitigating actions are taken where necessary. Primark’s approach to due

diligence is explained in its Supply Chain Human Rights Policy which is

available at corporate.primark.com/en-gb/policies-and-reports/policies.

Several of our businesses, including UK Grocery, ABF Ingredients and

George Weston Foods, monitor their supply chains and engage suppliers

using the Sedex (Supplier Ethical Data Exchange) online database.

Twinings recognises the challenges within its tea

and herb supply chain and the importance of

working closely with our suppliers. Twinings uses

acomprehensive community needs assessment

framework, developed in consultation with expert

external stakeholders, which in addition to labour

rights covers housing, water and sanitation, health

and nutrition, land, gender and children’s rights,

farming practices and more.

Some of our businesses, including Primark and

Twinings, publish global sourcing maps and provide

information about their processes, progress and

challenges through corporate reports, websites,

stakeholder engagement activities and submissions

to benchmarks. This helps our understanding of

human rights risks and, where necessary, supports

collaboration both locally and across our sectors

toidentify, mitigate and remediate risks.

Changes since 2023

We continue to report, as required, under relevant

regulations, including the UK Modern Slavery Act,

the Australian Modern Slavery Act, the US Uyghur

Forced Labor Prevention Act (UFLPA) and the

recently introduced Canadian Forced Labour and

Child Labour Act.

The most significant changes in the year relate

tonew and emerging regulations which focus

onreporting, due diligence and supply chain

governance. This has prompted businesses to

further review their current governance and supply

chain due diligence processes as well as key

reporting metrics.

In preparation for the EU Corporate Sustainability

Reporting Directive (‘CSRD’), which some of our

entities will be required to report under from

2025/26, our in-scope businesses have initiated

double materiality assessments (DMA), which

include detailed value chain mapping, toidentify

material sustainability matters and reportingmetrics.

The established Group ESG Policy and Reporting

Steering Committee, oversees the activities to

prepare for upcoming material regulations and

emerging risks, including requirements for

publishing mandatory ESG information.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Associated British Foods plc | 84 | Annual Report 2024

Ouruseofnaturalresourcesandmanagingourenvironmentalimpact

Context and potential impact

We are reliant on the use of a range of natural resources to deliver our

products. Our material environmental impacts come from:

• fuel and energy use;

• agricultural operations giving rise to GHG emissions;

• use of land related to agricultural operations;

• the abstraction and management of water and waste water especially in

water-stressed areas; and

• waste which cannot be reused or recycled, including single-use plastics.

Failure to manage these could pose a risk to the environment and local

communities, also potentially creating risks to our licences to operate and

result in additional costs.

We continue to set key performance indicators to quantify the outcome of

our efforts to reduce our environmental impact. We also continue to

strengthen our existing data management processes to facilitate the

reporting of robust data. There continues to be increased regulatory

scrutiny and ESG reporting requirements that we must meet in many

countries where we operate. We are committed to remaining compliant

with these requirements.

Mitigation

We recognise our role in supporting the transition to a low-carbon economy

and we are aligned with the commitment to the goals of the 2015 Paris

Climate Agreement.

Climate-related targets continue to be set by our businesses based on their

material risks. The reduction methodologies used by ABF Sugar and

Primark have been validated by the Science Based Targets initiative (SBTi).

Our businesses are targeting reductions in GHG Scope 1 and 2 emissions

through carbon reduction plans, which include both energy efficiency

measures and growing the use of renewable energy. British Sugar, which is

our most material business for Scope 1 GHG emissions, has a number of

projects that focus on factory energy efficiency, steam reduction, coal

elimination and reduction of energy use for pulp drying.

Our businesses continuously seek ways to improve the efficiency of both

their operations and supply chains by using technologies and techniques to

reduce their use of natural resources. Areas of focus include minimising

garment, packaging and food waste. At the agricultural and farm level, our

businesses support a wide range of environmental interventions. These

span many farm management models, including certified organic

production, standards to promote wildlife biodiversity, engagement with

smallholder growers in developing markets, and adoption of farm

management systems built on the principles of sustainable intensifications.

Water is an essential input for clothing and food

production. It is a valuable resource and our

businesses aim to reduce the amount of water they

abstract for their own operations. In addition, we

reuse process water as much as possible and treat

waste water ensuring it meets or exceeds local and

national water standards.

For example, AB Mauri has built significant in-house

capability in water use and waste water

management to assess water risks at each of its

sites and to ensure that any water returned to the

environment meets regulations and is managed as

safely as possible.

ABF Sugar continues to focus on water usage,

particularly in Africa. This year, the division has

concentrated activities in two areas: accuracy of

water measurement and investment in irrigation

efficiency.

An example of how some of our businesses work

with their supply chain to encourage responsible use

of natural resources is the Primark Cotton Project

(PCP). As part of this project, farmers are trained in

methods aimed at increasing cotton yields and

reducing inputs including water use, chemical

pesticide and fertiliser use.

Changes since 2023

The environmental performance of the Group and its

businesses is reported inour CDP

submissionswhich can be found on the ABF

website at www.abf.co.uk/responsibility. For details

on transition plans and our risk management and

materiality assessment approach, refer to the 2024

TCFD report and the ABF website at

www.abf.co.uk/responsibility.

There have also been new regulations that will

require additional levels of reporting, data gathering,

and supplier due diligence regarding our impact on

the environment.

For example, a number of our businesses will be

impacted by the upcoming EU Deforestation

Regulation (EUDR). Those in scope of this regulation

are working to address the new requirements,

including by working with external bodies, suppliers

and customers.

Associated British Foods plc | 85 | Annual Report 2024

Theimpactofclimatechangeandnaturaldisastersonouroperations

Context and potential impact

Our businesses and their supply chains rely on a secure supply of finite

natural resources, some of which are vulnerable to external factors such

asnatural disasters and climate change. Climate change continues to

represent a material risk throughout our supply chains and poses challenges

to some of our businesses. Most of our businesses rely on agricultural

crops with complex supply chains. Long-term climate change will impact

agricultural crops, while extreme weather events have the potential to

cause disruption to supply chains and operations.

The diversified and devolved nature of the Group means that mitigation

oradaptation strategies are considered and implemented by the

individualbusinesses.

Mitigation

Determining the potential medium- to long-term impact of climate risks and

opportunities is challenging as the impacts of climate change are uncertain.

Where appropriate, our businesses work with third-party experts to

understand division- and location-specific climate-related risks and

opportunities. Where risks are considered to be significant, these are

incorporated into the relevant business risk registers and mitigating controls

and processes identified.

For example, ABF Sugar’s businesses are investing in more sustainable

agriculture approaches and trialling more regenerative practices. Initiatives

are being carried out on our African estates and across the wider supply

chain of the other ABF Sugar businesses. In Spain we have partnered with

growers through the Research Association for Sugar Beet Crop

Improvement (‘AIMCRA’).

One of the aims is to help strengthen the links between individual farmers

and field technicians to enhance the resilience and productivity of crops.

Our annual TCFD reporting focuses on ABF Sugar, Primark and Twinings

which together comprise 62% of the Group’s adjusted operating profit.

Aclimate-related scenario analysis identified the material risks for the

Group, and actions to mitigate these are overseen by the relevant

businesses. Further information and updates on our material Group

climate-related risk is provided in the TCFD report on page 67.

Changes since 2023

Our review of the current environmental risks and

opportunities has determined that the scenario

analysis delivered as part of our Group TCFD

reporting remains appropriate.

Our businesses continue to implement specific

actions, which aim to reduce the impact of climate

change and natural disasters on our businesses.

For details on the scenario analysis, transition plans,

and our risk management and materiality

assessment approach, refer to the TCFD section on

pages 66 to 77 and our website at www.abf.co.uk/

responsibility.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Associated British Foods plc | 86 | Annual Report 2024

Viability statement

The Board has determined that the most appropriate period

overwhich to assess the Company’s viability, in accordance

withthe 2018 UK Corporate Governance Code, is three years.

Eachbusiness sets a strategic planning time horizon appropriate

to itsactivities which are typically of a three to five year duration.

Thedirectors also considered the diverse nature of the Group’s

activities and the degree to which the businesses change and

evolve in the relatively short term. The directors considered the

Group’s profitability, cash flows and key financial ratios over this

period and the potential impact that the principal risks and

uncertainties set out on pages 78 to 86 could have on future

performance, solvency or liquidity ofthe Group and its resilience

to threats to its viability posed bysevere but plausible scenarios.

Building on the analysis performed as part of the going concern

review, sensitivity analysis was applied to these metrics

andtheprojected cash flows were stress tested against

arangeof scenarios.

The directors considered the level of performance that would

cause the Group to exhaust its available liquidity, the financial

implications of making any strategic acquisitions and a variety

ofadditional potentially adverse factors including long-term

reputational damage, macroeconomic influences such as

fluctuations incommodity markets and climate-related business

risks. Theimpact of potential mitigating actions under the

Group’s control were also considered in this analysis. The Group

is highly diversified operating in 56 countries indifferent markets,

sectors, customer groups, geographies andproducts. While the

principal risks considered all have thepotential to affect future

performance, none of them are considered individually or

collectively to threaten the viability ofthe Company for the

period oftheassessment. The Group has a track record of

delivering strong cash flows. This has been more than sufficient

to meet not only our ongoing financing obligations but also

tofund the Group’s expansionary capital investment.

The Board’s treasury policies are in place to maintain a strong

capital base and manage the Group’s balance sheet and liquidity

to ensure long-term financial stability. These policies are the

basis for investor, creditor and market confidence and enable

thesuccessful development of the business. The financial

leverage policy requires that, in the ordinary course of business,

the Board prefers to see the Group’s ratio of net debt including

lease liabilities to adjusted EBITDA to be well under 1.5x. Atthe

end of this financial year, the financial leverage ratio was 0.7x.

Inaddition, the Group requires a certain level of total liquidity

atall times. At the end of the financial year, the Group had total

cash, cash equivalents and current asset investments of £1.7bn

and an undrawn committed Revolving Credit Facility of £1.5bn.

The Group’s committed Revolving Credit Facility is free of

performance covenants and matures in 2029.

In April 2024, S&P Global Ratings reaffirmed their assignment

tothe Group of an ‘A’ grade long-term issuer credit rating.

TheGroup’s access to a diverse funding base is supported

bythe existing £400m public bond due in 2034. Even in aworst-

case scenario, with risks modelled to materialise simultaneously

and for a sustained period, the possibility of theGroup having

insufficient resources to meet itsfinancial obligations is

considered remote. Based on this assessment, thedirectors

confirm that they have a reasonable expectation that the

Company will be able to continue in operation and meetits

liabilities as they fall due over the three-year period

to 18September 2027.

Going concern

After making enquiries, the Board has a reasonable expectation

that the Group has adequate resources to continue in operational

existence for the foreseeable future. For this reason, they

continue to adopt the going concern basis in preparing the

consolidated financial statements. The forecast for the going

concern assessment period to 28February 2026 has been

updated for the business’s latest trading in October and is the

best estimate of cash flow in the period.

The Board’s treasury policies are in place to maintain a strong

capital base and manage the Group’s balance sheet and liquidity

to ensure long-term financial stability. These policies are the

basis for investor, creditor and market confidence and enable the

successful development of the business. The financial leverage

policy requires that, in the ordinary course of business, the Board

prefers to see the Group’s ratio of total net debt including lease

liabilities to adjusted EBITDA to be well under 1.5x. At the end of

this financial year, the financial leverage ratio was 0.7x. At the

end of the financial year, the Group had total cash, cash

equivalents and current asset investments of £1.7bn and an

undrawn committed Revolving Credit Facility of £1.5bn. The

Revolving Credit Facility is free of performance covenants and

matures in 2029, after a further one year extension was made in

April 2024. The $100m of outstanding private placement notes

were repaid on 2 April 2024, after which point Group funding is

not subject to financial performance covenants.

In reviewing the cash flow forecast for the period, the directors

reviewed the trading for both Primark and the food businesses in

light of the experience gained from events of the last three years

of trading and emerging trading patterns. The directors have a

thorough understanding of the risks, sensitivities and

judgements included in these elements of the cash flow forecast

and have a high degree of confidence in these cash flows.

As a downside scenario, the directors considered the adverse

scenario in which inflationary costs are not fully recovered, high

levels of volatility in key commodities prices without price

adjustments, adverse movement to the cash conversion cycle

within the Group and server IT outages leading to extended

periods of non-operation. This downside scenario was modelled

without taking any mitigating actions within their control. Under

this downside scenario the Group forecasts liquidity throughout

the period.

In addition, the directors also considered the circumstances

which would be needed to exhaust the Group’s total liquidity

over the assessment period – a reverse stress test. This

indicates that, on top of the downside scenario outlined above,

annual profit before tax would need to decline by 17% without

any price increases or other mitigating actions being taken

before total liquidity is exhausted. The likelihood of these

circumstances is considered remote for two reasons. Firstly,

over such a period, management could take substantial

mitigating actions, such as reviewing pricing, taking cost-cutting

measures and reducing capital investment. Secondly, the Group

has significant business and asset diversification and would be

able to, if it were necessary, dispose of assets and/or businesses

to raise considerable levels of funds.

The Strategic Report was approved by the Board and signed

onits behalf

Michael McLintock

Chairman

George Weston

Chief Executive

Eoin Tonge

Finance Director

VIABILITY STATEMENT AND GOING CONCERN

Viability statement and going concern

Associated British Foods plc | 87 | Annual Report 2024

Michael McLintock

Chairman

Dear fellow shareholders

I am pleased to present the Associated British Foods plc Corporate

Governance Report for the year ended 14 September 2024.

Our Company continues to operate with its clear sense of social

purpose – to provide safe, nutritious and affordable food, and

clothing that is great value formoney.

This year marks our first combined report for the Group.

Ourfourvalues, namely respecting everyone’s dignity, acting

with integrity, progressing through collaboration and delivering

with rigour, areillustrated throughout this Annual Report,

including through the various case studies, through our Section

172 Statement onpages 48 to 53 and through the Responsibility

section onpages 54 to 65. This is supplemented by our newly

updatedResponsibility section of our website at:

www.abf.co.uk/responsibility.

Operating under our clear sense of social purpose, the Board

consciously decides to give a high degree of autonomy to

theexecutive teams who run the businesses within our five

divisions. This empowers those executive teams to make

proactive decisions according to the conditions in the relevant

markets or geographies in which they operate. This also means

that decisions are taken at the level which we consider to be

themost effective, but with the oversight of the Board and with

the support of the resources and expertise from throughout

thebroader Group. We consider this devolved model to be

adistinctive and very positive characteristic of ABF.

The Board continues to be kept informed about, and engages

with, the individual businesses through regular updates by

theexecutive directors and through annual updates by senior

management of the businesses, as well as visits by directors

todifferent businesses.

This gives the Board the opportunity toprovide effective

guidance and constructive challenge tomanagement.

We continue to monitor and assess the culture of the Group

invarious ways, reflecting its devolved nature. Richard Reid has

continued in his role as our Independent Non-Executive Director

designated for engagement with the workforce and an update

on his activities during the year isprovided in Richard’s letter

onpages 95 and 96. Alongside Richard’s activities, culture is

monitored through director and senior executive visits to sites,

business divisions’ updates to the Board (including on workforce

engagement), input from our Speak Up programme and the annual

talent review and update to the Board from the Chief People and

Performance Officer.

On succession planning at Board level, there have been several

changes since the start of the last financial year. Kumsal Bayazit

Besson was appointed as an Independent Non-Executive Director

and as a member of the Audit and Remuneration Committees

on1December 2023, shortly before our last AGM. Wolfhart

Hauser stepped down from the Board on 18 January 2024,

having served nine years as a director. We are very grateful

toWolfhart for his service to the Board and to the Company.

Most recently, as announced in September 2024, Loraine

Woodhouse was appointed as an Independent Non-Executive

Director and as a member of the Audit and Remuneration

Committees on 1 October 2024. It is intended that Loraine

willchair the Audit Committee from 24 April 2025, with Richard

Reid having reached nine years as a Non-Executive Director.

Wegreatly appreciate the additional skills, insights and

experience that our Non-Executive Directors bring to the Board.

We continue to meet the commitments and aspirations around

Board composition as set out in our Board Diversity Policy. Details

on gender and ethnic diversity both at Board level and at senior

executive level below this are set out in further detail in the

Nomination CommitteeReport.

We will again hold a physical AGM in December 2024 and all

directors will be standing for election orre-election. As was the

case last year, we will also stream the event online for those

shareholders who are not able to attend in person. Please note,

however, that you will not be able to vote or ask questions

onthe day if you do not attend in person, so please vote in

advance by proxy and submit any questions in advance ifyou

cannot attend. Details on how to do so are provided in the Notice

of Annual General Meeting 2024. We look forward to seeing

asmany of you as possible on the day.

Michael McLintock

Chairman

CORPORATE GOVERNANCE

Chairman’s introduction

Associated British Foods plc | 88 | Annual Report 2024

Compliance with the

UK Corporate Governance Code

As a company listed on the Equity Shares Commercial

Companies category in the UK, theCompany is reporting in

accordance with the 2018 UK Corporate Governance Code

(‘2018 Code’). The 2018 Code sets out standards of good

practice in relation to: (i) board leadership and company

purpose; (ii)division of responsibilities; (iii) board composition,

succession and evaluation; (iv) audit, risk and internal

control; and (v) remuneration. The 2018 Code is published

by the UK Financial Reporting Council (‘FRC’) and a copy

isavailable from the FRC website: www.frc.org.uk.

The Board takes its compliance with the 2018 Code

seriously. The Board considers that the Company has,

throughout the year ended 14 September 2024, applied

theprinciples and complied with all the provisions set

outinthe 2018 Code.

The Company’s disclosures on its application of the principles of the 2018 Code can be found on the following pages:

Board leadership and company purpose

See pages 92 to 96

Chairman’s introduction

See page 88

Leadership, values, culture and purpose

See pages 8 to 13; 54 to 65; 92 to 96

Strategy

See pages 8 to 13; 92 to 93

Stakeholder and shareholder engagement

See pages 48 to 53; 58 to 61; 92 to 96

Division of responsibilities

See page 97 to 98

Commitment, development and information flow

See pages 97 to 98

Composition, succession and evaluation

See pages 97; 99 to 100

Board evaluation

See page 99 to 100

Nomination Committee Report

See pages 101 to 103

Audit, risk and internal control

See pages 104 to 110

Risks, viability and going concern

See pages 78 to 87

Audit Committee Report

See pages 104 to 110

Remuneration

Directors’ Remuneration Report

See pages 111 to 127

Associated British Foods plc | 89 | Annual Report 2024

Michael McLintock

Chairman

Michael was appointed a director in November 2017 and

Chairman in April 2018. He was formerly Chief Executive of

M&G, retiring in2016, having joined the company in 1992 and

been appointed Chief Executive in1997. In 1999 he oversaw the

sale of M&G to Prudential plc where he served as an Executive

Director from 2000 until 2016. Previously he held roles in

investment management at Morgan Grenfell and in corporate

ﬁnance at Morgan Grenfell and Barings.

Other appointments:

• Trustee of the Grosvenor Estate

• Non-Executive Chairman of Grosvenor Group Limited

• Chairman of The Investor Forum CIC

• Member of the advisory board of Bestport Private Equity Limited

• Member of the Takeover Appeal Board

• Member of the MCC Committee

George Weston

Chief Executive

George was appointed to theBoard in April 1999 and took up

hiscurrent appointment as Chief Executive in April 2005. In his

former roles at AssociatedBritish Foods, hewas Managing

Director ofWestmill Foods, Allied Bakeries and George Weston

Foods Limited (Australia).

Other appointments:

• Non-Executive Director of Wittington Investments Limited

• Trustee of the Garfield Weston Foundation

• Trustee of the British Museum

Key to Board Committees

Nomination Committee

Audit Committee

Remuneration Committee

Red indicates Committee Chair

Eoin Tonge

Finance Director

Eoin was appointed a director in February 2023 and Finance

Director in April 2023. He previously held positions as the Chief

Financial Officer and Chief Strategy Officer atMarks and

Spencer Group Plc, Chief Financial Officer of Greencore Group

plc and Managing Director of Greencore's grocery division and

Chief Strategy Officer. Eoin has also previously held various

different senior roles within Goldman Sachs.

Other appointments:

• None

Dame Heather Rabbatts

Independent Non-Executive Director

Dame Heather wasappointed a director on1March 2021 and

has been Senior Independent Director since 1May 2023.

Heather has held a number ofexecutive and non-executive roles

including in local government, infrastructure, media and sports.

She has previously been a Non-Executive Director ofGrosvenor

Britain & Ireland, a Non-Executive Director of Kier Group plc and

was the first woman on the Board of the FootballAssociation in

over 150 years. She continues to work infilm and sports.

Other appointments:

• Senior Independent Non-Executive Director of M&C Saatchi plc

• Chair of Soho Theatre

Emma Adamo

Non-Executive Director

Emma was appointed a director in December 2011. She was

educated at Stanford University and has an MBA from INSEAD.

She has served as a director/trustee on a number of non-profit

and Foundation boards in the UKand Canada.

Other appointments:

• Director of Wittington Investments Limited

• Director of the Weston Family Foundation

CORPORATE GOVERNANCE CONTINUED

Board of Directors

Associated British Foods plc | 90 | Annual Report 2024

Graham Allan

Independent Non-Executive Director

Graham was appointed a director in September 2018 and

became Chair of the Remuneration Committee inMay 2023.

Graham was formerly the Group Chief Executive of Dairy Farm

International Holdings Limited, a pan-Asian retailer. Prior to

joining Dairy Farm, he was President and Chief Executive Officer

at Yum! Restaurants International. Graham has previously held

various senior positions in multinational food and beverage

companies with operations across the globe and has lived

andworked in Australia, Asia, the US and Europe.

Other appointments:

• Senior Independent Director of Intertek Group Plc

• Senior Independent Director of InterContinental Hotels Group

PLC

• Non-Executive Director of Americana Restaurants International

PLC

• Non-Executive Chairman of Bata International

• Director of IKANO Pte Ltd

• Strategic Advisor to Nando's Group Holdings Limited

Kumsal Bayazit Besson

Independent Non-Executive Director

Kumsal was appointed a director on 1 December 2023. Kumsal

is currently Chief Executive Officer of Elsevier, a global

information analytics company that helps institutions and

professionals progress science, advance healthcare and improve

performance. Since 2004, Kumsal has held multiple

management positions at RELX Group, including as Chief

Strategy Officer, President of Reed Exhibitions and, until 2023,

as Chair of the RELX Technology Forum, responsible for

technology, risk management and cyber security strategy across

the RELX Group. Prior to joining RELX, Kumsal spent several

years at Bain & Company in its New York, Los Angeles,

Johannesburg and Sydney offices.

Other appointments:

• Chief Executive Officer of Elsevier

• Non-Executive Director of Preqin

Annie Murphy

Independent Non-Executive Director

Annie was appointed a director in September 2023. Annie has

held senior roles at fast-moving consumer goods and retail

companies including PepsiCo and Procter & Gamble and, most

recently, as SVP, Global Chief Commercial Officer - Brands and

International atWalgreens Boots Alliance until January 2023.

Other appointments:

• Deputy Chair and Board member of the British Beauty Council

Richard Reid

Independent Non-Executive Director

Richard was appointed a director and Chair of the Audit

Committee in April 2016. He was formerly a Partner at KPMG

LLP ('KPMG'), having joined the firm in 1980. From 2008, Richard

served as London Chairman at KPMG until he retired from that role

and KPMG in September 2015. Previously, Richard was KPMG’s

UK Chairman of the High Growth Markets group and Chairman

of the Consumer and Industrial Markets group.

Other appointments:

• Chairman of National Heart and Lung Foundation

• Deputy Chairman of Berry Bros & Rudd

• Senior Advisor to Bank of China UK

• Warden and Member of the Court of the Goldsmiths' Company

Loraine Woodhouse

Independent Non-Executive Director

Loraine was appointed a director on 1 October 2024. Loraine was

formerly Finance Director of Waitrose, Chief Financial Officer of

Hobbs, Finance Director of Capital Shopping Centres Limited and

Finance Director of Costa Coffee. Loraine was also previously Chief

Financial Officer of Halfords Group plc and a Non-Executive

Director of The Restaurant Group plc and of Bristol Water plc.

Other appointments:

• Non-Executive Director of The British Land Company plc

• Non-Executive Director of Pennon Group plc

• Trustee of the Zoological Society of London

Associated British Foods plc | 91 | Annual Report 2024

The Board

The Board is collectively responsible to the Company’s

shareholders for the direction and oversight of the Company

toensure its long-term success. This includes setting the

Company’s purpose, which is described in the Strategic Report.

The Board met regularly throughout the year to approve the

Group’s strategic objectives, to lead the Group within a framework

ofeffective controls which enable risk to be assessed and

managed, and to ensure that sufficient resources are available

tomeet the objectives set.

There are a number of matters which are specifically reserved

for the Board’s approval. These are set out in a clearly defined

schedule which is available to view on the corporate governance

section of the Company’s website: www.abf.co.uk.

Certain specific responsibilities are delegated to the Board

Committees, being the Nomination, Audit and Remuneration

Committees, which operate within clearly defined terms of

reference and report regularly to the Board. Membership of

these Committees is reviewed annually. Minutes of Committee

meetings are made available to all directors on a timely basis.

Forfurther details, please see the Reports of each of these

Committees below.

Purpose, business model and strategy

The purpose of the Company is to provide safe, nutritious

andaffordable food, and clothing that is great value for money.

Adescription of the Company’s business model for sustainable

growth in support of this purpose is set out in the Group

business model and strategy section on pages 8 to 13.

Thissection provides an explanation of the basis on which

theGroup generates and preserves value over the long term

andits strategy for delivering its objectives. Our ‘Managing

ourrisks’ section starting on page 78 provides details on how

opportunities and risks tothe future of the business have

beenconsidered.

Culture and values

At their simplest, our culture and our values (respecting

everyone’s dignity, acting with integrity, progressing through

collaboration, and delivering with rigour) centre around doing

theright thing. Our devolved decision-making model empowers

the people closest to the markets to make the right judgements

tomitigate risks and to find opportunities, but importantly with

encouragement, engagement and support from the centre.

Thatsupport can take the form of resources and expertise or

itcan be provided through challenge. We believe the route to

enduring value creation lies in our focus on building objectives

from the bottom up rather than from the top down.

Culture is monitored by the Board through a number of different

approaches. Richard Reid’s work on workforce engagement,

with the support of the Chief People and Performance Officer,

continues to provide assurance to the Board on processes in

place within businesses to ensure two-way communication

andto test for positive cultures. Richard’s letter onpages 95

and96 sets out further detail on how he has engaged with the

businesses during this financial year and the overarching themes

of such engagement. This is supported bybusiness presentations

from senior management of each business division to the

Board(which include information on safety performance and

health and wellbeing initiatives, as well as theindividual

businesses’ workforce engagement initiatives, including

resultsand outcomes).

It is essential that the businesses not only engage with and

assess culture within their workforce, but that they also respond

and take action. Some of the initiatives that our businesses

havetaken arising from people surveys and other listening and

engagement interactions, including examples of how we reward

and invest in our workforce, are set out in Richard Reid’s letter

on pages 95 and 96.

In addition, other directors have carried out a range of visits and

other engagement events, further details ofwhich can be found

onpage 98.

Whistleblowing

The Group’s Speak Up Policy contains arrangements for an

independent external service provider to receive, in confidence

(where legally permitted), reports of any inappropriate, improper,

dishonest, illegal or dangerous behaviour for reporting to the

Audit Committee as appropriate. The Audit Committee reviews

reports and the actions arising from internal audit and reports

onthese to the Board.

The Audit Committee reports to the full Board on (or all Board

members attend the relevant parts of the Audit Committee

meeting to obtain details of) the analysis of reported allegations

which is compiled by the Director of Financial Control.

Arrangements are in place for proportionate and independent

investigations of allegations and for follow-up action.

Furtherdetails of the Speak Up Policy and processes in place,

aswell as information on the status of notifications received

inthe year to 30June 2024 are provided on page 61.

Conflicts of interest procedure

The Company has procedures in place to deal with the situation

where a director has a conflict of interest. As part of this

process, the Board:

• considers each conflict situation separately on its

particularfacts;

• considers the conflict situation in conjunction with the rest of

the conflicted director’s duties under the Companies Act 2006;

• keeps records and Board minutes as to authorisations granted

by directors and the scope of any approvals given; and

• regularly reviews conflict authorisation.

Engagement with stakeholders

Our scale, employing approximately 138,000 people and

withoperations in 56 countries across the world, means that

ouractivities matter to, or have an impact on, many people.

Asaresult, the Company engages regularly with its stakeholders

at Group and/or business level, depending on theparticular issue.

At a Group level we engage with a variety of stakeholder groups

including shareholders, governments, media and investors

through a range of methods. As part of daily business activities

and through structured processes, our businesses routinely

engage with customers, suppliers, regulators and industry bodies.

More detail about our approach to stakeholder engagement

andspecific activities this year can be found on pages 48 to 53

(which contain our Section 172 Statement on engaging with

ourstakeholders), pages 54 to 65 (on responsibility) and in the

letter on pages 95 and 96 from Richard Reid, our Independent

Non-Executive Director for engagement with the workforce.

CORPORATE GOVERNANCE CONTINUED

Board leadership and company purpose

Associated British Foods plc | 92 | Annual Report 2024

We have a dedicated in-house team to manage communications

with our shareholders, making sure we respond directly,

asappropriate, to any matters regarding their shareholdings.

Wealso have a dedicated team at Equiniti Limited (our share

registrar) which looks after their needs. To improve security

andefficiency of communications and to reduce the amount

ofpaper we use, we seek to use e-communications to

communicate with shareholders wherever possible and

encourage shareholders to switch to e-communications in order

to reduce our paper usage further. We also encourage the direct

payment of dividends into bank or building society accounts.

We also engage with shareholders, both institutional investors

and individual shareholders, in a number of other ways:

Meetings with institutional shareholders

The Chairman meets with the Company’s largest institutional

shareholders to hear their views and discuss any issues or

concerns. During the year, the Chairman held meetings with a

number of institutional shareholders (either in person or virtually)

and discussed a range of topics including the Company’s

strategy and approach to corporate governance, Board

composition, ESG and remuneration-related matters. The

Remuneration Committee Chair also meets with investors and

analysts to answer queries and respond to feedback around

remuneration issues.

On the day of the announcement of the interim and final results,

and on the day of our January and September trading updates,

the Company’s largest shareholders, together with financial

analysts, are invited to a presentation with a question and

answer session by the Chief Executive and Finance Director,

with webcast presentations of the results available for all

shareholders through the Company’s website. Following

theresults, the Chief Executive, Finance Director and/or Head of

Investor Relations holds one-to-one and group meetings (virtually

where necessary) with institutional shareholders and potential

investors. These views are then reported back to the Board

asawhole at the following Board meeting to ensure that the

Board is aware of any issues that the Company’s largest

shareholders are concerned with.

During the year, the Board has maintained an active programme

of engagement with institutional investors, including

engagement by the Chief Executive and/or Finance Director, the

purpose ofwhich is both to develop shareholders’ understanding

of theCompany’s strategy, operations and performance and to

provide the Board with an awareness of the views of significant

shareholders. Ateach Board meeting, the directors are briefed

on shareholder meetings that have taken place and on feedback

received, including any significant concerns raised.

AGM

All shareholders are invited to attend the AGM in person,

haveaccess to our website and the choice to receive

electroniccommunications.

The AGM provides an opportunity for the directors to engage

with shareholders, answer their questions and to meet them

informally. The AGM will be held on Friday 6December 2024

at11.00 am at the Congress Centre, 28 Great Russell Street,

London WC1B 3LS. It is planned that shareholders will be able to

attend in person. There will also be the possibility for registered

shareholders to follow proceedings through a livestream on the

AGM website. We encourage all shareholders not attending in

person on the day to vote by proxy in advance of the meeting

onall resolutions put forward as shareholders will not be

abletovote on the day if they are not attending in person.

Shareholderswill also have the opportunity to put their questions

to the Board either at the meeting (if attending in person) or in

advance of the meeting. Further details are included in the

Notice of AGM and documentation accompanying the proxy

form. All votes are taken by a poll. In 2023, voting levels atthe

AGM were over 85% of the Company’s issued share capital.

Annual Report

We publish a full Annual Report and Accounts each year which

contains a Strategic Report, responsibility section, corporate

governance section and financial statements. The Annual Report

is available in paper format for those who request it and on our

website: www.abf.co.uk.

Responsibility/ESG

The Director ofLegal Services and Company Secretary acts

asafocal point for communications on matters of corporate

responsibility. During the year, the Company responded to

requests for meetings, telephone meetings and written

information from bothexisting and potential shareholders and

research bodies ona broad range of environmental, social and

governance risk matters, including matters related to climate

change, water and greenhouse gas risk management, supply

chain management, sustainable agriculture, human rights,

employee welfare, gender balance and human capital

development. TheDirector of Legal Services and Company

Secretary and the Group Corporate Responsibility Director

regularly meet with investors, potential investors and other

stakeholders to discuss corporate responsibility matters.

This year marks our first combined report for the Group and our

ESG activities are illustrated throughout this Annual Report,

including through the various case studies, through our Section

172 Statement onpages 48 to 53 and through the Responsibility

section on pages 54 to 65. This is supplemented by our newly

updated Responsibility section of our website at:

www.abf.co.uk/responsibility.

Website (www.abf.co.uk)

Our website is regularly updated and contains a comprehensive

range of information on our Company. There is a section

dedicated to investors which includes our investor calendar,

financial results, presentations, press releases and contact

details. The area dedicated to individual shareholders is an

essential communication method. It includes information

onshareholder news, administrative services and

contactinformation.

Associated British Foods plc | 93 | Annual Report 2024

During the financial year, key activities of the Board included:

Strategy

• conducting regular strategy update sessions with the divisions in Board meetings; and

• receiving a strategy update from the Director of Business Development.

Acquisitions/

disposals/projects

• considering/approving various acquisitions including the acquisitions of: The Artisanal Group

inAustralia; Omega Yeast Labs in the US; Mapo in Italy; and Romix in the UK;

• considering and approving capital investment including in relation to: the opening of new Primark

stores and upgrades to existing stores; investment in Primark digital strategy and technology,

including websites and self-checkouts; expansion of the AB World Foods production facility in Nowa

Sol, Poland; the replacement flour mill in Ballarat, Victoria, Australia; and the building of a new yeast

plant inNorthern India;

• getting updates on and considering/approving various large technology projects; and

• receiving regular updates on proposed acquisitions and disposals.

Financial and

operational

performance

• receiving regular reports to the Board from the Chief Executive and Finance Director;

• receiving, on a rolling basis, senior management presentations from Group business segments;

• considering the Group budget for the 2024/25 financial year;

• approving the Company’s trading updates, full year results and interim results;

• deciding to recommend payment of a 2023 final dividend and a special dividend (paid in January

2024) and deciding to pay an interim dividend (paid in July 2024);

• deciding to approve a further £500m buyback in November 2023 and an additional £100m buyback

extension in September 2024; and

• approving banking mandate updates and various other treasury-related matters.

Governance and

risk

• reviewing the material financial and non-financial risks facing the Group’s businesses;

• receiving regular updates on corporate governance and regulatory matters;

• participation in, as well as subsequent review and discussion of recommendations from, theexternal

Board evaluation;

• receiving reports from the Board Committee Chairs as appropriate;

• confirming directors’ independence and conflicts of interest;

• reviewing and approving gender pay reporting and the Modern Slavery and Human Trafficking

Statement; and

• undertaking appropriate preparations for the holding of the AGM and, subsequently, discussing any

issues arising from the AGM.

Corporate

responsibility

• continuing to support the enhanced activity on ESG matters;

• receiving regular management reports from the businesses including on ESG matters as well as

annual presentations on health andsafety and on environmental issues; and

• non-executive directors receiving one-on-one briefings on non-financial reporting including in relation

to climate-related financial disclosures and the EU Corporate Sustainability Reporting Directive.

Investor relations

and other

stakeholder

engagement

• one or more of the Chairman, Chair of the Remuneration Committee, Chief Executive and Finance

Director attending meetings with institutional investors to hear their views; and

• receiving reports on investor relations activities and regular feedback on directors’ meetings held

with institutional investors.

People

• approving the appointment of Loraine Woodhouse as an Independent Non-Executive Director

oftheCompany with effect from 1 October 2024;

• Richard Reid, Independent Non-Executive Director for engagement with the workforce, reviewing

the work of the businesses to ensure that the voice of the workforce is heard and acted upon

– seefurther details on pages 95 and 96;

• receiving updates from senior management of the businesses on how they have engaged with their

workforces and the outcomes of such engagement; and

• receiving and considering presentations on succession planning and talent management from the

Chief People and Performance Officer.

CORPORATE GOVERNANCE CONTINUED

The work of the Board during the year

Associated British Foods plc | 94 | Annual Report 2024

Richard Reid

Independent Non-Executive Director

Our Group’s success is driven by the people within all our

businesses, where we foster cultures and implement processes

that ensure employee voices are encouraged and valued at every

level, from local teams to the boardroom. We are committed to

listening to the insights and acting on the feedback of our people.

Given the diversity and complexity of our Group, and our

decentralised operating model, maintaining close and open

communication between leaders and their teams is vital. They

are expected to listen attentively and respond thoughtfully to

suggestions, considering the local context and cultural nuances.

George Weston sets the tone for this continuous engagement,

setting expectations with divisional chief executives and their

senior management teams. As the Independent Non-Executive

Director for engagement with the workforce, my role is to

provide assurance to the Board that employees have effective

routes to share their opinions and concerns, and to test our

culture to ensure it enables this two-way flow of communication

across the Group.

While local cultures may vary, our divisional chief executives are

tasked with embedding the Group’s overarching culture and

values, and this remains a priority for the Board. Since my last

update, I have spoken with a variety of groups and individuals,

from those in offices and factories to stores and fields. These

interactions have given me valuable insights into how employees

view their business and the broader Group.

In the last 12 months I have connected with:

• employees across a range of functions within AB Mauri’s

India, EMEA and North American businesses, including

engineering, marketing and sales;

• members of Primark’s Technical and Digital Strategy teams;

• retail staff, supervisors and managers at Primark’s Marble

Arch store;

• employees attending a Values session for retail staff across

Primark;

• operators, supervisors and managers at our British Sugar

operation in Bury;

• colleagues within the central finance team within ABF Sugar;

• employees leading and working on production lines in Allied

Bakeries’ Trafford site;

• colleagues in the operations and office functions within our

Westmill grocery business; and

• employees across our Spanish sugar business Azucarera,

including those with international careers, in early stages of

their career, participating in development programmes, or in

the operations and engineering teams.

The openness and honesty of our people during these

conversations and their active participation in discussing both

successes and areas for improvement is immensely appreciated

by me. This reflects the strong cultures that our leaders have

cultivated across the Group and the openness of our divisional

chief executives to this process. Through these interactions I

also meet with union or employee group representatives, such

as those focused on engagement in our North American AB

Mauri business. All of these interactions enable me to bring the

perspective of our people into our Boardroom discussions.

I am also grateful for the input from fellow Board members

whohave visited our businesses including British Sugar,

Twinings, Jordans Dorset Ryvita and Primark during the year.

It has been reassuring to see positive themes from prior years

remain andstrengthen, as well as new insights come to the fore.

Themes include:

• people enjoy their work, feel respected and value the

accountability and empowerment within the ABF devolved

operating model;

• people appreciate the culture and values, often seeing them

as distinct from other organisations;

• there is a strong sense of care, both for the work they do and

from the businesses themselves;

• clear and frequent communication is valued, and there is no

such thing as too much communication. This is especially true

as businesses deliver significant investment or change projects;

• the role of leaders has a significant impact on engagement;

• where new leaders step into role, smooth transitions rely on

open communication and engagement with the people in the

business;

• personal and career development remains important and

people value the ability to explore opportunities across the

broader Group;

• line managers play a critical role in supporting individuals; and

• our people see the opportunity for greater technological

enablement of our businesses.

Independent Non-Executive Director for engagement with the workforce

Associated British Foods plc | 95 | Annual Report 2024

In my discussions, I make a point of ensuring employees are

aware of our Speak Up Policy, which provides a pathway for

raising concerns outside of local leadership. This is a vital

channel, ensuring all employees can voice concerns, even in

sensitive situations (see page 61 for more details).

These discussions are only one part of the ABF approach to

workforce engagement. In addition, I and the executive also:

• discuss workforce engagement in detail at two Board

meetings a year, where the Chief People and Performance

Officer presents a group wide view, including metrics, process

improvements, and feedback loops highlighting “we asked,

you said, we listened, we did” case studies. This helps identify

ongoing areas for improvement that are shared with the

businesses;

• include workforce engagement in every divisional chief

executive’s presentation at Board meetings, ensuring a

comprehensive review of the Group;

• hold an annual Board session dedicated to talent, succession,

and inclusion progress;

• have in-depth discussions between the Chief Executive, Chief

People and Performance Officer, and divisional leaders on

organisation, talent and workforce engagement;

• bring together the divisional People and Performance/HR

Directors, led by the Chief People and Performance Officer, to

share learnings on workforce engagement across the Group. I

attend these sessions annually to share insights from my

employee discussions; and

• have many other connections and workforce engagement

discussions with leadership teams throughout the year.

94% of our businesses regularly conduct employee engagement

surveys through partners including Willis Towers Watson,

Mercer, Workday Peakon, Korn Ferry and Great Place to Work.

This year those businesses running engagement surveys invited

88% of their people to participate, with a response rate of 81%.

The insights from these surveys are presented to the Board and

Iam pleased to report that 96% of the businesses running

surveys showed engagement scores above 70%.

Our businesses continue to expand the reach of engagement,

despite local technological, legal, and cultural norms occasionally

presenting challenges. However, we expect leaders to find

suitable ways to assess and enhance engagement moving

forward and this year have been pleased to see the use of other

methods of understanding the engagement of our people such

as focus groups, listening sessions, onboarding check-ins after

90 days or similar, exit interviews and strong working

relationships with union or employee representatives.

We continue to see businesses acting on employee feedback

gathered through surveys and other channels, including:

• AB World Foods using a Kaizen platform so people can

highlight, and be recognised for, cost-saving opportunities;

• ACH Mexico, AB Mauri and Primark, being examples of

businesses increasing the use of career conversations in

supporting people’s development;

• AB Sports Nutrition, Anthony’s Goods and Germains, amongst

others, enhancing or introducing business-wide

communications, helping employees to more fully understand

the organisational performance and priorities;

• our Australian bakery business Tip Top involving a wide group

of people in the development of its 2030 strategy. This will

continue into next year and enhance the engagement with and

awareness of the business priorities;

• businesses, including Twinings and AB Mauri, reviewing their

reward and recognition mechanisms and helping employees

better understand their benefits; and

• Allied Bakeries and ACH changing maternity or parental

leaveprovision.

In summary, over the past 12 months, I have seen clear

evidence that the processes are in place for employees to share

their ideas, concerns and opinions. These feedback loops have

become an essential part of our culture, reinforcing that voices

are heard and acted upon. Through direct interactions with

George Weston, divisional leaders and employees, and through

survey data and Board presentations, I see healthy, open

cultures across ABF where our people’s voices matter.

The Board and I remain committed to holding our leadership

accountable and ensuring that all employees across ABF can

contribute to our shared success and thrive in their roles.

Richard Reid

Independent Non-Executive Director

CORPORATE GOVERNANCE CONTINUED

Board leadership and company purpose continued

Associated British Foods plc | 96 | Annual Report 2024

Board composition

At the date of this Annual Report, the Board comprises

thefollowingdirectors:

Chairman

Michael McLintock

Executive Directors

George Weston (Chief Executive)

Eoin Tonge (Finance Director)

Non-Executive Directors

Dame Heather Rabbatts (Senior Independent Director)

Emma Adamo

Graham Allan

Kumsal Bayazit Besson – appointed 1December 2023

Annie Murphy

Richard Reid

Loraine Woodhouse – appointed 1 October 2024

Wolfhart Hauser retired from the Board with effect from

18January 2024.

Biographical and related information about the directors as at

thedate of this Annual Report are set out on pages 90 and 91.

We consider the size of the Board to be large enough to ensure

diversity and an appropriate variety of skills whilst still being

small enough to ensure a good quality of debate. This view

wassupported by the externally facilitated Board performance

review in 2024, further details of which are set out on pages

99and 100.

Chairman and Chief Executive

The roles of the Chairman and the Chief Executive are separately

held and the division of their responsibilities is clearly established,

set out in writing and agreed by the Board to ensure that no

onehas unfettered powers of decision. Copies are available

onrequest.

The Chairman is responsible for the operation and leadership

ofthe Board, ensuring its effectiveness and setting its agenda.

The Chairman works with the Company Secretary to set the

agenda for Board meetings. The Chairman promotes a culture

ofopenness and debate, which has been a key factor behind

seeking tokeep the size of the Board relatively small, and

facilitates constructive Board relations and contributions from

allnon-executive directors, as well as ensuring that directors

receive accurate, timely and clear information. The Chairman

was independent on appointment.

The Chief Executive is responsible for leading and managing the

Group’s business within a set of authorities delegated by the

Board and for the implementation of Board strategy and policy.

Authority for the operational management of the Group’s

business has been delegated to the Chief Executive for

execution or further delegation by him for the effective day-to-

day running and management of the Group. The chief executive

of each business within the Group has authority for that business

and reports directly to the Chief Executive.

Senior Independent Director

The purpose of this role is to act as a sounding board for the

Chairman and to serve as an intermediary for other directors

where necessary. The Senior Independent Director is also

available to shareholders should a need arise to convey concerns

to the Board which they have been unable to convey through

theChairman or through the executive directors. Therole of the

Senior Independent Director is set out in writing and a copy

isavailable on request.

The Senior Independent Director leads the non-executive

directors’ appraisal of the Chairman’s performance, which this

year was carried out with the assistance of the external Board

review facilitator as part of the Board performance review.

TheSenior Independent Director otherwise meets with the

non-executive directors as necessary.

The non-executive directors

The non-executive directors, in addition to their responsibilities

for strategy and business results, play a key role in providing a

solid foundation for good corporate governance and ensure that

no individual or group dominates the Board’s decision-making.

They each occupy, or have occupied, senior positions in industry

which, taken together, cover a broad range of jurisdictions,

bringing valuable external perspectives to the Board’s

deliberations through their experience and insight from different

sectors and geographies. This enables them to contribute

significantly to Board decision-making by providing constructive

challenge and holding to account both management and

individual executive directors against agreed performance

objectives. The Board is of a sufficiently small size to be

conducive to open and candid discussions. The formal letters

ofappointment of non-executive directors are available for

inspection at the Company’s registered office.

Board Committees

The written terms of reference for the Nomination, Audit and

Remuneration Committees are available on the Company’s

website, www.abf.co.uk, and hard copies are available on

request. Further details on the work of each of the Committees

are included later in this Corporate Governance Report.

Board independence

Emma Adamo is not considered by the Board to be independent

in view of her relationship with Wittington Investments Limited,

the Company’s majority shareholder. Emma was appointed in

December 2011 to represent this shareholding on the Board.

The Board considers that the other non-executive directors are

independent in character and judgement and that they are each

free from any business or other relationships which would

materially interfere with the exercise of their independent

judgement. Further details of their independence are included

inthe Notice of AGM. At least half the Board, excluding the

Chairman, are independent non-executive directors.

Commitment

The letters of appointment for the Chairman and the

non-executive directors set out the expected time commitment

required of them and are available for inspection by any person

during normal business hours at the Company’s registered office

and at the AGM. Other significant commitments of theChairman

and non-executive directors are disclosed prior toappointment

and subsequent appointments require priorapproval.

Division of responsibilities

Associated British Foods plc | 97 | Annual Report 2024

During the financial year, Dame Heather Rabbatts was appointed

to theboard of M&C Saatchi plc as Senior Independent Director.

This appointment was not considered to impact Dame Heather’s

ability to discharge her responsibilities to the Company.

The Company does not have a specific policy on the number of

external appointments that executive directors and non-executive

directors can have. Before appointing a director or approving

adirector to take on additional significant appointments, the

Board and the Chair will consider the relevant director's external

commitments and will want to ensure that they can make a

good and engaged contribution to the Company. This is therefore

considered better to assess on a case-by-case basis rather than

by adopting a specific policy.

Board meetings

The Board held eight meetings during the financial year.

Periodically, Board meetings are held away from the corporate

centre in London.

The attendance of the directors at Board and Committee meetings

during the year is shown in the table below. All of the directors

attended those meetings that they were eligible to attend other

than George Weston who was unable to attend one Board

meeting for personal reasons and Dame Heather Rabbatts who

was unable to attend one Board meeting and one Remuneration

Committee meeting (both on the same day) for personal

reasons. Ifa director is unable to participate in a meeting either

inperson orremotely, the Chairman will solicit their views on key

items ofbusiness in advance of the relevant meeting and share

thesewith the meeting so that they are able to contribute

tothedebate.

Senior executives below Board level are invited, when

appropriate, to attend Board meetings and to make presentations

on the results and strategies of their business units. Papers for

Board and Committee meetings are generally provided to

directors a week in advance of the meetings.

Information flow

The Company Secretary manages the provision of information to

the Board at appropriate times in consultation with the Chairman

and Chief Executive and ensures that the Board has the policies,

processes, time and resources it needs in order to function

effectively and efficiently. This includes the provision ofcorporate

governance updates to all Board members in the Board pack for

each meeting. In addition to formal meetings, the Chairman and

Chief Executive maintain regular contact with all directors. The

Chairman holds informal meetings or calls with non-executive

directors, without any of the executives being present, to

discuss issues affecting the Group, as appropriate. Alldirectors

have access to the Company Secretary, who is responsible for

advising the Board on all governance matters.

Board induction

The Company provides all non-executive directors with a tailored

and thorough programme of induction, which is facilitated by the

Chairman and the Company Secretary and which takes account of

prior experience and business perspectives of the relevant director

and the Committees on which he or she serves. This typically

includes training, as well as site visits and meetings with

management toget to know the businesses better.

Shortly after her appointment, Kumsal Bayazit Besson had

meetings with various executives at the corporate centre including

the Company Secretary, Chief People and Performance Officer,

Director of Business Performance, Business Development

Director, Director of Corporate Development and M&A and

Director of Corporate Governance.

Kumsal joined Annie Murphy and Dame Heather Rabbatts in

visiting theBritish Sugar Wissington sugar plant and Riverside

Glasshouse in January 2024 where they attended tours of the

sites and received updates from various members of British

Sugar management. Kumsal also virtually attended a technology

review with Twinings in July 2024.

In October 2023, Annie Murphy visited the Primark Cotton

Project in India with Dame Heather to see the social and

environmental impact of the programme. Annie also visited

Jordans Dorset Ryvita in Biggleswade in October 2023,

attending a factory tour and meeting with senior management,

and Twinings Ovaltine in Andover in November 2023, meeting

with members of senior management and others, including the

heads of master blending, brand and HR international supply chain.

Annie also met with senior management at Primark in Dublin

inFebruary 2024 and attended store visits.

Loraine Woodhouse joined the Board with effect from

1October 2024 and an induction is being arranged, including

visits tobusinesses.

Training, development and engagement

The Chairman has overall responsibility for ensuring that the

directors receive suitable training to enable them to carry out

their duties and is supported in this by the Company Secretary.

Directors are also encouraged personally to identify any additional

training requirements that would assist them in carrying out their

role. Training is provided in briefing papers, such as the regular

update from the Company Secretary as part of the Board

packahead of each meeting covering developments in legal,

regulatory and governance matters, and by way of presentations

and meetings with senior executives or other external sources.

The Chief Executive and Finance Director encourage other

Boardmembers to visit operations either with them, with other

directors, or on their own.The Board meeting in May 2024 was

held in Madrid and included avisit to the Primark Gran Via store.

For details of connections by Richard Reid with a variety of

businesses across the Group, please see pages 95 and 96.

Attendance of directors at Board and Committee

meetings

Board

Audit

Committee

Nomination

Committee

Remuneration

Committee

Michael McLintock 8/8 - 2/2 4/4

George Weston 7/8 - - -

Eoin Tonge 8/8 - - -

Dame Heather Rabbatts 7/8 4/4 2/2 3/4

Emma Adamo 8/8 - - -

Graham Allan 8/8 4/4 2/2 4/4

Kumsal Bayazit Besson 7/7 3/3 - 3/3

Wolfhart Hauser 2/2 2/2 1/1 2/2

Annie Murphy 8/8 4/4 - 4/4

Richard Reid 8/8 4/4 2/2 4/4

Loraine Woodhouse only became a director on 1 October 2024

and therefore was not entitled to attend any Board meetings

orCommittee meetings in the year to which this Corporate

Governance Report relates.

CORPORATE GOVERNANCE CONTINUED

Division of responsibilities continued

Associated British Foods plc | 98 | Annual Report 2024

Board composition and succession

Details of the composition of the Board are on page 97. There is a formal and transparent procedure for the appointment of new

directors to the Board. Details are available in the Nomination Committee Report on pages 101 to 102 which also provides details

ofthe Committee’s activities, including theapproval of the appointment of Loraine Woodhouse as an Independent Non-Executive

Director as well as details of Board and senior management succession plans and diversity.

Election and re-election of directors

In accordance with the provisions of the 2018 Code, at the 2024 AGM to be held in December, all directors currently in office

willbeproposed for election/re-election.

Board performance review

2023 internal Board performance review

As reported in our last Annual Report, an internal Board performance review was carried out in July and August 2023. A summary

ofthe recommendations and actions arising from the 2023 Board review and their outcomes during 2024 are set out below:

Recommended actions from 2023 internal review Outcome

Increase the businesses’ discussions with the Board

onthecompetitive environment and growth areas

Discussion of competitive environment and growth areas

isconsidered to have increased as part of the businesses’

presentations to the Board

Consider aligning the Board’s ‘deep dives’ on businesses

withthe Audit Committee’s ‘deep dives’ on the audit

The Board and Audit Committee agendas have been adapted

tofollow this recommendation

Consider how to facilitate more business visits

by non-executive directors

Non-executive directors have made visits together and this

continues to be an area of focus – see examples on page 98

Continue to consider how ESG risks and opportunities

areaddressed most effectively

Alignment of audit deep dives with strategy presentations

bythe businesses assists with considering how ESG and risk

opportunities can be assessed most effectively

2024 externally facilitated Board performance review

The Senior Independent Director (SID), Chief People and

Performance Officer (CPPO) and Director of Corporate

Governance drew up a shortlist of three potential candidates

tocarry out the externally facilitated Board performance review.

The shortlist featured a candidate who had recently been met

with, a candidate who had previously been engaged by the

Company for performance review services and a candidate

recommended bythe SID and CPPO. A meeting was held with

the one candidate who had neither been previously engaged by

the Company or recently met with.

Following an assessment of the candidates, the preferred

candidate, Independent Board Evaluation (IBE), was put forward

to meet with the Chairman. The appointment ofIBE as the

external Board evaluator, to be led by Ffion Hague of IBE, was

ratified by the Board. The Director of Corporate Governance was

responsible for providing IBE with the necessary access and

support to conductthe review.

IBE has not previously carried out an evaluation of the Board.

Our CPPO had experience of IBE’s board evaluation work at

other companies and our SID had sat on the British Council

board with Ffion Hague in the late 1990s/early 2000s. This prior

experience of Ffion Hague’s and IBE’s capabilities and work with

other boards assisted in supporting the Board’s decision asto

why IBE was qualified tocarry outthereview.

Aside from this, neither Ffion Hague (who led the review) nor

IBE has any other connection with the Company or any individual

directors. Ffion Hague is a signatory to, and IBE is a supporter of,

the International Register of Board Reviewers.

The Company confirms that it considers that ithas abided by the

Principles ofGood Practice for listed companies using external

board reviewers and that the content of this disclosure has been

reviewed and approved by IBE.

How the 2024 Board performance review was conducted

The review was conducted according to the guidance in

the2018 Code and was facilitated by Ffion Hague at IBE.

Acomprehensive brief was given to Ffion Hague bythe

Chairman, the SID, the Chief Executive and the Director

ofCorporate Governance in May 2024. Ffion Hague observed

main Board and Committee meetings in early September 2024

and support materials for briefing purposes were provided by the

Company. The objective of the review was to assess all aspects

of the effectiveness of the Board, its Committees, the Chairman

and the individual directors.

Composition, succession and evaluation

Associated British Foods plc | 99 | Annual Report 2024

In June and July 2024, detailed interviews were conducted

withevery Board member. All participants were interviewed

byFfion Hague according to a set agenda, tailored for the Board.

In addition, IBE interviewed members of the senior management

team and advisers, including the Primark CEO, theUK Grocery

CEO, the Company Secretary, the CPPO, the Director of

Financial Control, the Group Corporate Responsibility Director,

the Group Reward Director, the Senior Statutory Auditor from

EYand the external remuneration adviser from Deloitte.

Initial conclusions were discussed with the Chairman and Ffion

Hague presented her findings to the Board at its October 2024

meeting, where the Board discussed the review. Ffion Hague

gave feedback to Committee Chairs on the performance of

eachCommittee and discussed the Board’s feedback for the

Chairman with the SID. In addition, the Chair received a report

with feedback on individual directors’ performance.

Outcome of the 2024 Board performance review

The headline findings of the review were that this is a

high-performing Board with thoughtful and engaged directors.

Itisanintellectually curious Board with very positive dynamics

characterised by mutual respect among Board members.

AllBoard members described the Board culture as excellent

andregarded it as a key strength.

The review found that all members of the Board are encouraged

to speak freely on any issue and to be as active as they wish

invisiting companies and meeting members of the

executiveteams.

Board and Committee meetings were considered to be tightly

run, with additional scheduled private sessions and other

opportunities at which more confidential matters can be

discussed. The tone in Board meetings was considered to be

mature and supportive but with frank feedback and challenge

woven into the mix.

Any suggestions for improvement recognised in the review were

identified as being in the spirit of continuous improvement rather

than suggesting the need for any major changes. These primarily

related to:

• considering how best to enshrine the positive aspects

oftheBoard’s culture through the succession process;

• encouraging challenge by the Board in areas where it is most

needed, such as by creating more opportunities to debate

longer-term issues with less focus on day-to-day performance;

and

• considering the evolution of the Board Committee structure,

and in particular keeping under review the potential creation

ofa committee to oversee ESG disclosure and/or key risks.

Actions proposed to be taken forward from the review are:

• an increased focus on succession planning;

• a more tailored induction process for newly-appointed

directors;

• more formal post-acquisition reviews to identify good practice

and lessons learnt; and

• a continued focus on reducing the length of Board papers.

In light of the recent appointments ofAnnie Murphy (in

September 2023), Kumsal Bayazit Besson (in December

2023)and Loraine Woodhouse (inOctober2024), the findings

oftheBoard performance review will not have any impact

onBoardcomposition.

The Board (apart from the Chairman) also reviewed the

performance of the Chairman during the year. This review

concluded that the Chairman continues to bring leadership

andinsight and supports a highly inclusive culture at the Board.

Inparticular it was noted that two new non-executive directors

have been appointed since September 2023 and that the

Chairman has significantly contributed to discussions being open

and fluid, enabling the new members to fully participate in Board

deliberations from the beginning of their terms. It was also noted

that the Company covers a complex range of global businesses

together with a retail business of significant scale and that

theChairman navigates these demands with great dexterity,

ensuring that key issues are given the time for effective Board

discussion and governance. The Chairman was also considered

to be continuing to evolve the capabilities of the Board,

developing strong relationships with the executive together

withrobust independence.

CORPORATE GOVERNANCE CONTINUED

Composition, succession and evaluation continued

Associated British Foods plc | 100 | Annual Report 2024

Michael McLintock

Nomination Committee Chair

Members

At the date of this report, the following are members

oftheNomination Committee:

• Michael McLintock (Chair)

• Graham Allan

• Annie Murphy (since 4 September 2024)

• Dame Heather Rabbatts

• Richard Reid

All members served on the Committee throughout the year,

withthe exception of Annie Murphy who was appointed on

4September 2024. Wolfhart Hauser served on the Committee

until he stepped down from the Board on 18January 2024.

Meetings

The Committee met two times during the year under review.

Primary responsibilities

In accordance with its terms of reference, the Nomination

Committee’s primary responsibilities included:

• leading the process for Board appointments (both executive

and non-executive) and making recommendations to theBoard;

• reviewing regularly the Board structure, size and composition

(including skills, knowledge, experience and diversity) and

recommending any necessary or desirable changes;

• ensuring effective succession plans are in place for the Board

and senior management and overseeing the development

ofadiverse pipeline for orderly succession based on merit and

objective criteria, with due regard to diversity of age, gender,

ethnicity, sexual orientation, disability, educational, professional

and socio-economic background, cognitive and personal

strengths; and

• making recommendations to the Board on the Board’s policy

on boardroom diversity and inclusion, its objectives and linkage

to strategy, how it has been implemented and progress

onachieving its objectives.

Governance

Members of the Nomination Committee are appointed

bytheBoard from amongst the directors of the Company,

inconsultation with the Committee Chair. The Nomination

Committee comprises a minimum of three members at any

time, a majority of whom are independent non-executive

directors. A quorum consists of two members, being either

twoindependent non-executive directors or one independent

non-executive director and the Chairman.

Only members of the Nomination Committee have the right to

attend Nomination Committee meetings. Other individuals such

as the Chief Executive, the Finance Director, members of senior

management, the Chief People and Performance Officer and

external advisers may be invited to attend meetings as and

when appropriate.

The Nomination Committee may take outside legal or other

professional advice on any matters covered by its terms of

reference at the Company’s expense but within any budgetary

constraints imposed by the Board.

The Nomination Committee Chair reports the outcome of

meetings to the Board to the extent that any Board members

arenot in attendance at the relevant meeting.

The terms of reference of the Nomination Committee are

available on the Corporate Governance section of the Company’s

website: www.abf.co.uk.

Committee activities during the year

Succession planning

The Board continues to emphasise generalist skills in Board

recruitment as well as continuing to factor in all forms

ofdiversity, including gender and ethnic diversity.

A detailed review of succession planning in respect of senior

management was presented to the Board by the Chief People

and Performance Officer at the Board meeting as part of the

ABF Group Talent update in July 2024.

This review included a focus on our ability to make internal

appointments and the use of more purposeful approaches to

succession planning at the most senior levels within the Group,

including through deployment of a range of groupwide and

bespoke development initiatives to help develop high potential

talent. In this regard, the Board was briefed on three out of five

divisional chief executive appointments in the last few years

having been internal appointments, and on the desire to increase

the proportion of internal appointments to other senior positions.

There is also a continued focus on creating more options for

succession among under-represented groups inthe workforce,

specifically women. There continue to be a number of

development initiatives to support diverse talent across the

Group (e.g. the Executive Leadership Programme; the Senior

Executive Induction Programme; the Finance Excellence

Programme (Finex); and the Business Acumen Programme) as

well asinclusion and diversity networks throughout the Group

(e.g.Women in ABF and the Group DEI Network, further details

of which are provided onpage 59).

Nomination Committee Report

Associated British Foods plc | 101 | Annual Report 2024

Board appointments process

The process for making new appointments is led by the

Chairman. Where appropriate, external, independent consultants

are engaged to conduct a search for potential candidates,

whoare considered on the basis of their skills, experience and

fitwith the existing members of the Board. The Nomination

Committee has procedures for appointing directors and these

are set out in its terms of reference.

During the year, the Chairman led the process for conducting

asearch for a new non-executive director who was also

intended to become Audit Committee Chair after Richard Reid

reaches nine years’ tenure as a Non-Executive Director in April

2025. Lygon Group, an external executive search consulting firm,

was engaged to help identify potential candidates. In line with

our Board Diversity Policy, the firm is a signatory to the Voluntary

Code of Conduct for Executive Search Firms for best practice

ongender and ethnic diversity. The firm is also a signatory to the

Change the Race Ratio. Lygon has no other connection to the

Company or the directors.

Potential candidates were considered on the basis of their

skillsand experience, particularly financial skills given the nature

of this specific role, as well as their fit with the Group’s strategy.

Following a rigorous process, including interviews with members

of the Nomination Committee and theChief Executive, and

following the recommendation of the Nomination Committee, in

September 2024 the Board approved the appointment of Loraine

Woodhouse as an Independent Non-Executive Director with

effect from 1October 2024.

Election/re-election of directors

The Nomination Committee members considered the

composition of the Board and the time needed to fulfil the roles

of Chairman, Senior Independent Director and Non-Executive

Director. They also considered the election/re-election of directors

prior to their recommended approval by shareholders at the AGM.

Performance review

The performance of the Nomination Committee was considered

as part of the externally facilitated Board performance review.

The overall view was that it was highly effective, having steered

the appointments process to recent highly successful

appointments, whilst maintaining a process that is both flexible

and appropriate.

Diversity and inclusion

We operate under the principle that we should be a Group

where anyone with ambition and talent can have a great career,

regardless of their age, gender, ethnicity, sexual orientation,

disability, educational and socio-economic background, cognitive

and personal strengths or any of the other qualities that make

people unique. This applies as much to the Board and to its

Remuneration, Audit and Nomination Committees as it does

tothe Group as a whole.

In furtherance of this principle, we aim to ensure that there

areno obstacles or barriers to people joining the Group and

progressing their careers with us. Across all of our operations,

our objective is that everyone should feel respected, valued

andincluded.

In November 2022, the Board approved a Board Diversity Policy

which reflects the Group’s principles as outlined above and

isavailable at: www.abf.co.uk/about-us/corporate-governance/

policies.

This Board Diversity Policy is reviewed annually and was taken

intoaccount in the appointment approved during the course

ofthefinancial year.

The objectives under our Board Diversity Policy include:

• continuing to engage executive search firms who have signed

up to the Voluntary Code of Conduct for Executive Search

Firms for best practice on gender and ethnic diversity;

• committing to maintain at least 33% female directors on

theBoard and at least one person from an ethnic minority

background on the Board;

• aspiring to have at least 40% female directors on the Board

bythe end of 2025 and to maintain at least one woman

intheChair, Chief Executive, Finance Director or Senior

Independent Director role;

• with a view to attracting non-executive directors from

morediverse socio-economic backgrounds, reducing the

shareholding expectation for non-executive directors to

‘ameaningful level of shareholding’; and

• overseeing the development of a diverse pipeline for orderly

succession of appointments to both the Board and to senior

management, so as to maintain an appropriate balance

ofskillsand experience, taking into account the challenges

andopportunities facing the Group. This includes continuing

toreceive detailed annual updates on succession planning and

talent management from the Chief People and Performance

Officer in recognition of their importance in supporting the

Group’s strategy.

By way of update, with the appointment of Loraine Woodhouse

on 1October 2024 (including Loraine’s appointment to both

theAudit and Remuneration Committees), the Board currently

has 50% female representation. The Board therefore continues

to meet its aspiration as set out inthe Board Diversity Policy

tohave at least 40% female representation on the Board,

asrecommended by the FTSE Women Leaders Review.

Wealso continue to meet our commitment to have at least one

person from an ethnic minority background as a director, inline

with the recommendations of the Parker Review. TheBoard

hasalso maintained at least one woman in the Chair, Chief

Executive, Finance Director or Senior Independent Director role,

with Dame Heather Rabbatts having taken up the position of

Senior Independent Director in May 2023.

The Board also reviews progress on diversity and inclusion

withthe divisions as part of their business updates and with

theChief People and Performance Officer as an element of

thetalent and succession planning reviews. Details of other

initiatives across the Group to promote diversity are provided

onpages 59to 60, as is information on the gender balance of

senior managers anddirect reports.

On the next page we also publish a director skill sets matrix

which seeks to provide a snapshot of the diversity of skills ofthe

Board, as well as gender and ethnicity representation atBoard

and executive management levels.

Michael McLintock

Nomination Committee Chair

CORPORATE GOVERNANCE CONTINUED

Associated British Foods plc | 102 | Annual Report 2024

Director skill sets

Food/

Retail

Financial/

Audit/Risk

Legal/

Public

Policy

Senior

Executive

Cybersecurity

/IT

Comms/

Marketing/

Customer

Service

Environmental/

Social

International

markets

Technical/

Engineering

Health and

Safety

Manufacturing/

Supply chain

Michael McLintock

l l l l

George Weston

l l l l l l l l

Eoin Tonge

l l l l l l l l l

Dame Heather

Rabbatts

l l l l l l l

Emma Adamo

l l l

Graham Allan

l l l l l l l l l l

Kumsal Bayazit

Besson

l l l l l l l l l

Annie Murphy

l l l l l l

Richard Reid

l l l l l l

Loraine

Woodhouse

l l l l l l

Board and executive management gender andethnicity metrics

As at 14 September 2024, the Company had met the three UK Listing Rules targets for gender and ethnic Board diversity.

Thisremains the case as at the date of this Annual Report.

The following metrics set out the range of gender and ethnicity as they relate to our Board and executive management as at 14

September 2024. The percentage of Board members that are women has increased from 33% at the end of the previous financial

year to 44% (and as at November 2024, following the appointment of Loraine Woodhouse, stands at 50%). In the absence of an

Executive Committee, by ‘executive management’ we refer to the most senior level ofmanagers reporting to the Chief Executive,

including the Company Secretary but excluding administrative and support staff, inaccordance with the definition in the UK Listing

Rules. The process by which diversity data was collected was, where permitted byrelevant laws, to contact relevant individuals and

ask them how they identified using the categorisations set out in the UK Listing Rules. Where we already held gender or ethnicity

data for executives, with consents in place to use it for reporting on an anonymous basis, we used that data.

Gender representation at Board and executive management level (at 14 September 2024)

Number of

Board

members

% of the

Board

Number of

senior Board

positions

(CEO, CFO,

SID, Chair)

Number in

executive

management

% of

executive

management

Men 5 56 % 3 14 87.5 %

Women 4 44 % 1 2 12.5 %

Not specified/prefer not to say – – 0 0 –

Ethnicity representation at Board and executive management level

Number of

Board

members

% of the

Board

Number of

senior Board

positions

(CEO, CFO,

SID, Chair)

Number in

executive

management

% of

executive

management

White British or other White (incl. minority white groups) 7 78 % 3 12 75 %

Mixed Multiple Ethnic Groups 1 11 % 1 – –

Asian/Asian British – – – 1 6.3 %

Black/African/Caribbean/Black British – – – – –

Other ethnic group 1 11 % – 1 6.3 %

Not specified/prefer not to say* – – – 2 12.5 %

* This includes, as permitted by UKLR 6.6.13R, those people in respect of whom data protection laws in the relevant jurisdiction (e.g. France) prevent the

collection or publication of some or all of the personal data required to be disclosed.

Associated British Foods plc | 103 | Annual Report 2024

Richard Reid

Audit Committee Chair

Members

At the date of this report, the members and ChairoftheAudit

Committee are as follows

• Richard Reid (Chair)

• Graham Allan

• Kumsal Bayazit Besson (appointed 1December 2023)

• Annie Murphy

• Dame Heather Rabbatts

• Loraine Woodhouse (appointed 1October 2024)

All members served on the Committee throughout the year

withthe exception of Kumsal Bayazit Besson, who was

appointed on 1December 2023. Loraine Woodhouse was

appointed after the end of the financial year on 1October 2024.

Wolfhart Hauser

served on the Committee until stepping down

from the Board on 18January 2024.

It is intended that Loraine Woodhouse will chair the Audit

Committee from 24April 2025, with Richard Reid having

reached nine years as a Non-Executive Director.

Meetings

The Committee met four times in the year under review.

TheCommittee’s agenda is linked to events in the Group’s

financial calendar.

Primary responsibilities

In accordance with its terms of reference, the Audit

Committee’s primary responsibilities include:

Financial reporting

• monitoring the integrity of the Group’s financial statements

and any formal announcements relating to the Company’s

performance, reviewing significant financial reporting judgements

contained in them before their submission to theBoard;

• informing the Board of the outcome of the Group’s external

audit and explaining how it contributed to the integrity

offinancial reporting;

• reviewing and challenging, where necessary, the consistency

of, and changes to, accounting and treasury policies; whether

the Group has followed appropriate accounting policies and

made appropriate estimates and judgements; the clarity and

completeness of disclosure; significant adjustments resulting

from the audit; and compliance with accounting standards;

Narrative reporting

• at the Board’s request, reviewing the content of the Annual

Report and advising the Board on whether, taken as a whole, it

isfair, balanced and understandable and provides the information

necessary for shareholders to assess the Company’s position

and performance, business model andstrategy;

• where requested by the Board, assisting in relation to the

Board’s robust assessment of the principal and emerging risks

facing the Company and the prospects of the Company for

thepurposes of disclosures required in the Annual Report;

• reviewing and approving statements to be included in the

Annual Report concerning the going concern statement

andviability statement;

Internal financial controls

• reviewing the effectiveness of the Group’s internal financial

controls and internal control and risk management systems

(including the systems to identify, manage and monitor

financial risks);

Whistleblowing and fraud

• reviewing and reporting to the Board on the Group’s

arrangements for its employees and contractors to raise

concerns, in confidence, about possible improprieties in

financial reporting, financial and management accounting,

orany other matters. The objective is to ensure that

arrangements are in place for the proportionate and

independent investigation of such matters and appropriate

follow-up action;

• reviewing the Group’s policies, procedures and controls for

preventing and detecting fraud, preventing bribery, identifying

money laundering, and ensuring compliance with legal and

regulatory requirements;

Internal audit

• monitoring, reviewing and assessing the effectiveness and

independence of the Group’s internal audit function in the

context of the Group’s overall risk management system;

• considering and approving the remit of the internal audit function,

ensuring it has adequate resources and appropriate access to

information to enable it to perform its function effectively; and

External audit

• overseeing the relationship with the Group’s external auditor,

including considering when the external audit contract should

be put out to tender (adhering to any legal requirements for

tendering or rotation), reviewing and monitoring the external

auditor’s independence and objectivity, agreeing the scope

oftheir work and fees paid to them for audit, assessing the

effectiveness of the audit process, and agreeing the policy

inrelation to the provision ofnon-audit services.

CORPORATE GOVERNANCE CONTINUED

Audit Committee Report

Associated British Foods plc | 104 | Annual Report 2024

Governance

The Audit Committee comprises a minimum of three members,

all of whom are independent non-executive directors of the

Company. Two members constitute a quorum.

The Committee Chair fulfilled the requirement that there must

be at least one member with recent and relevant financial

experience and competence in accounting or auditing (or both)

during the year. In addition, the Committee as a whole has

competence in the sectors in which the Company operates.

AllCommittee members are expected to be financially literate

and to have an understanding of the following areas:

• the principles of, and developments in, financial reporting

including the applicable accounting standards and statements

of recommended practice;

• key aspects of the Company’s operations including corporate

policies and the Group’s internal control environment;

• matters which may influence the presentation of accounts

andkey figures;

• the principles of, and developments in, company law and other

relevant corporate legislation;

• the role of internal and external auditing and risk management;

and

• the regulatory framework for the Group’s businesses.

The Committee invites the other non-executive directors, Chief

Executive, Finance Director, Group Financial Controller, Director

of Financial Control and senior representatives of the external

auditor to attend its meetings in full, although it reserves

theright to request any of these individuals to withdraw.

Othersenior managers are invited to present such reports

asarerequired for the Committee to discharge its duties.

During the year, the Committee held four meetings with the

external auditor without any executive members of the Board

being present.

The Committee has unrestricted access to Company documents

and information, as well as to employees of the Company and

the external auditor.

The Committee may take independent professional advice

onany matters covered by its terms of reference at the

Company’sexpense.

The Committee Chair reports the outcome of meetings to the

Board (to the extent that any Board members were not in

attendance at the relevant meeting).

The performance of the Audit Committee was considered

aspart ofthe2024 externally facilitated Board performance

review carried out during the financial year. This found that the

Committee was working smoothly and was very well chaired,

with a thorough approach to governance.

The terms of reference of the Audit Committee can be viewed

on the Investors section of the Company’s website:

www.abf.co.uk.

The Committee advises the Board to enable it to meet its

responsibilities under audit, risk and internal control.

Board responsibilities on audit, risk and

internalcontrol

The Board recognises that its responsibility to present a fair,

balanced and understandable assessment extends to interim and

other price-sensitive public reports, reports to regulators, and

information required to be presented by statutory requests.

The directors confirm that they consider that the Annual Report

and financial statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for

shareholders to assess the Company’s position, performance,

business model and strategy. The Company produced a paper

inthis respect, prepared by the Group Financial Controller,

containing an assessment of the Annual Report and financial

statements, including a summary by division of performance

issues in the year and one-off items which benefitted

performance. Thispaper was presented to the Audit Committee.

Risk management and internal control

The Board acknowledges its overall responsibility for monitoring

the Group’s risk management and internal control systems to

facilitate the identification, assessment and management of

riskand the protection of shareholders’ investments and the

Group’s assets.

The directors confirm that there is a process for identifying,

evaluating and managing the risks faced by the Group and the

operational effectiveness of the related controls, which has

beenin place for the year under review and is up to the date

ofapproval of the Annual Report. The directors also confirm

thatthey have regularly monitored the effectiveness of the risk

management and internal control systems (which cover all

material controls including financial, operational and compliance

controls) utilising the review process set out below.

Standards

There are guidelines on the minimum groupwide requirements

for health and safety and environmental standards. There are

also guidelines on the minimum level of internal control that

eachof the divisions should exercise over specified processes.

Each business has developed and documented policies and

procedures to comply with the minimum control standards

established, including procedures for monitoring compliance and

taking corrective action. The board of each business is required

to confirm twice yearly that it has complied with these policies

and procedures.

High-level controls

All businesses prepare annual operating plans and budgets

which are updated regularly. Performance against budget is

monitored at business unit level and centrally, with variances

being reported promptly. The cash position at Group and

business level is monitored constantly and variances from

expected levels are investigated thoroughly. Clearly defined

guidelines have been established for capital expenditure and

investment decisions. These include the preparation of budgets,

appraisal and review procedures and delegated authority levels.

Associated British Foods plc | 105 | Annual Report 2024

Financial reporting

Detailed management accounts are prepared every four

weeks,consolidated in a single system and reviewed by senior

management and the Board.

They include a comprehensive set of financial reports and

keyperformance indicators covering commercial and operational

issues.

Performance against budgets and forecasts is discussed

regularly at Board meetings and atmeetings between

operational and Group management. Theadequacy and

suitability of key performance indicators are reviewed regularly.

All chief executives and finance directors of the Group’s

operations are asked to sign an annual confirmation that their

business has complied with the Group Accounting Manual in the

preparation of consolidated financial statements and specifically

to confirm the adequacy and accuracy of accounting provisions.

Internal audit

The Group’s internal audit activities are co-ordinated centrally

bythe Director of Financial Control, who is accountable to the

Audit Committee.

Our internal audit team adopts a risk-based approach to develop

and deliver a balanced internal audit plan that provides assurance

over our businesses’ key risks and related controls. Where

issues are identified, action plans to make any necessary control

improvements are agreed with business leaders.

All Group businesses are required to comply with the Group’s

Financial Control Framework which sets out minimum control

standards. Our internal audit plans are designed to include

coverage of financial controls to provide assurance over how

ourbusinesses meet the requirements of the Financial

ControlFramework.

Assessment of principal risks

The directors confirm that, during the year, the Board has carried

out a robust assessment of the principal and emerging risks

facing the Group, including those that could threaten its business

model, future performance, and solvency or liquidity.

Adescription of these principal and emerging risks and how they

are being managed and mitigated is set out on pages 78to86.

Annual review of the effectiveness of the systems of risk

management and internal control

During the year, the Board reviewed the effectiveness of the

Group’s systems of risk management and internal control

processes embracing all material systems, including financial,

operational and compliance controls, to ensure that they remain

robust. The review covered the financial year to 14 September

2024 and monitored for any material changes up to the date of

approval of this Annual Report. The review included:

• the annual risk management review, a comprehensive process

identifying the key external and operational risks facing the

Group and the controls and activities in place to mitigate them,

the findings of which are discussed with eachmember of the

Board individually (refer to the risk management section on

pages 78 to 86 for details of the process undertaken); and

• the annual assessment of internal control, which, following

consideration by the Audit Committee, provided assurance to

the Board around the control environment and processes in

place around the Group, specifically those relating to internal

financial control.

The Board evaluated the effectiveness of management’s

processes for monitoring and reviewing risk management and

internal control. No significant failings or weaknesses were

identified by the review and the Board is satisfied that, where

areas of improvement were identified, processes are in place

toensure that remedial action is taken and progress monitored.

The Board confirmed that it was satisfied with the outcome of

the review of the effectiveness of the systems and processes

and that they complied with the requirements of the 2018 Code.

Going concern and viability

The 2018 Code requires the directors to assess and report on

the prospects of the Group over a longer period. This longer-term

viability statement and statement of going concern is set out on

pages 87.

Audit Committee activities during the year

In order to fulfil its terms of reference, the Audit Committee

receives and reviews presentations and reports from the

Group’s senior management, consulting as necessary with

theexternal auditor.

Monitoring the integrity of reported financial information

Ensuring the integrity of the financial statements and

associatedannouncements is a fundamental responsibility

oftheAudit Committee.

During the year it formally reviewed the Group’s interim and

annual reports.

These reviews considered:

• the description of performance in the Annual Report to ensure

it was fair, balanced and understandable;

• the accounting principles, policies and practices adopted inthe

Group’s financial statements, any proposed changes tothem,

and the adequacy of their disclosure;

• important accounting issues or areas of complexity, the

actions, estimates and judgements of management in relation

to financial reporting and in particular the assumptions

underlying the going concern and viability statements;

• any significant adjustments to financial reporting arising from

the audit; and

• the Assessment ofControls Effectiveness (ACE) programme.

The Audit Committee also considered:

• reporting in line with the recommendations and recommended

disclosures of the Task Force on Climate-related Financial

Disclosures (TCFD) and the Companies Act 2006 climate-

related disclosure requirements;

•

tax contingencies, compliance with statutory tax obligations

and the Group’s tax policy; and

• the Group’s treasury policies.

A briefing meeting was also held separately with each Audit

Committee member during the course of the year on the EU

Corporate Sustainability Reporting Directive and on non-financial

reporting more generally.

CORPORATE GOVERNANCE CONTINUED

Associated British Foods plc | 106 | Annual Report 2024

Significant accounting issues considered by theAudit

Committee in relation to the Group’s financial statements

A key responsibility of the Committee is to consider the

significant areas of complexity, management judgement and

estimation that have been applied in the preparation of the

financial statements. The Committee has, with support from

Ernst & Young LLP (‘EY’) as external auditor, reviewed the

suitability of the accounting policies which have been adopted

and whether management has made appropriate estimates

andjudgements.

Set out below are the significant areas of accounting judgement

or management estimation and a description of how the

Committee concluded that such judgements and estimates were

appropriate. These are divided between those that could have a

material impact on the financial statements and those that are

less likely to have a material impact but nevertheless, by their

nature, required a degree of estimation.

Areas of significant accounting judgement and

estimation material to the Group financial

statements Audit Committee assurance

Impairment of goodwill, intangibles, property,

plant and equipment, investment properties and

right-of-use assets

Assessment for impairment involves comparing the

book value of an asset with its recoverable amount,

being the higher of value-in-use and fair value less

costs to sell. Value-in-use is determined with

reference to projected future cash flows discounted at

an appropriate rate. Both the cash flows and the

discount rate involve a significant degree of estimation

uncertainty.

The Committee considered the reasonableness of cash flow projections

which were based on the most recent budget approved by the Board and

reflected management’s expectations of sales growth, operating costs and

margins based on past experience and external sources of information.

TheCommittee focused on Don, Illovo Mozambique, Jordans Dorset Ryvita,

Azucarera and Vivergo.

Long-term growth rates for periods not covered by the annual budget were

challenged to ensure that they were appropriate for the products, industries

and countries in which the relevant cash-generating units operate.

TheCommittee reviewed and challenged the key assumptions made in

deriving these projections: discount rates, growth rates, and expected

changes in production and sales volumes, selling prices and direct costs. The

Committee also considered the adequacy of the disclosures in respect of the

key assumptions and sensitivities. Refer to notes 8 ,9, 10 and 11 to the

financial statements for more details of these assumptions.

The Committee was satisfied that the discount rate assumptions

appropriately reflected current market assessments of the time value of

money and the risks associated with the particular assets. The other key

assumptions were all considered to be reasonable.

On the basis of the key assumptions and associated sensitivities, it is

considered that the charge of £35m, £18m in Vivergo, £6m in Illovo

Mozambique and £11m in Primark, was appropriately recognised and

included within exceptional items as detailed in notes 8, 9, 10 and 11.

The external auditor undertook an independent audit of the estimates of

value-in-use and fair value less costs to sell, including a challenge of

management’s underlying cash flow projections, long-term growth

assumptions and discount rates. On the basis of its work, and its challenge

of the key assumptions and sensitivities, it considered that the impairment

charges as detailed in notes 8, 9, 10 and 11 were appropriately recognised.

Viability statement and going concern

The Board considered future performance and cash

flows in its going concern assessment, through to

February

2026, and its viability statement over the

next three years.

Management has undertaken a detailed financial

modelling exercise that has considered the impact on

profit, cash and working capital of a number of

potential scenarios.

The Committee has reviewed and challenged the scenarios considered

bymanagement and concluded that these, and the stress-testing scenarios

and assumptions, were appropriate and adequate.

The Committee has reviewed the detailed cash flow forecasts, which

incorporate the mitigating actions proposed by management.

TheCommittee also reviewed and challenged the reverse stress test

assumptions to confirm the viability of the Group.

The Committee has been kept informed of the impacts of commodity price

pressures on the Group, in particular in our Sugar business, including

accounting matters, going concern and viability considerations. The

Committee has satisfied itself that management has adequately identified

and considered all potentially significant accounting and disclosure matters.

Associated British Foods plc | 107 | Annual Report 2024

Areas of significant accounting

judgement and estimation material

to the Group financial statements Audit Committee assurance

Post-retirement benefits

Valuation of the Group’s pension

schemes and post-retirement medical

benefit schemes require various

subjective judgements to be made

including mortality assumptions,

discount rates, general and salary

inflation, and the rate of increase for

pensions in payment and those in

deferment.

Actuarial valuations of the Group’s pension scheme obligations are undertaken every three

years in the UK by an independent qualified actuary who also provides advice to

management on the assumptions to be used inpreparing the accounting valuations each

year. Actuarial valuations in other jurisdictions are performed as required. Details of the

assumptions made inthe current and previous year are disclosed in note 13 of the financial

statements together with the bases on which those assumptions have beenmade.

The Committee reviewed the assumptions by comparison with externally derived data and

also considered the adequacy of disclosures in respect ofthe sensitivity of the surplus to

changes in these key assumptions.

Other accounting areas requiring

management judgement

or estimation Audit Committee assurance

Taxation

Current and deferred tax recognised in

the financial statements is dependent

on subjective judgements as to the

outcome of decisions by tax authorities

in various jurisdictions around the world

and the ability of the Group to use tax

losses within the time limits imposed

by various tax authorities.

The Committee reviews the Group’s tax policy and principles for managing tax risks

annually.

The Committee reviewed and challenged the provisions recorded and the contingent

liabilities disclosed at the balance sheet date and management confirmed that they

represent their best estimate of the financial exposure faced by the Group.

The external auditor explained to the Committee the work that they had conducted during

the year, including how their audit procedures were focused on those provisions requiring

the highest degree of judgement.

The Committee discussed with both management and the external auditor the key

judgements which had been made. The Committee was satisfied that the judgements

were reasonable and that, accordingly, the provision amounts recorded were appropriate.

Misstatements

Management reported to the Committee that they were not aware

of any material or immaterial misstatements made intentionally to

achieve a particular presentation. The external auditor reported to

the Committee the misstatements that they had found in the

course of their work. After due consideration the Committee

concurred with management that these misstatements were not

material and that no adjustments wererequired.

Internal financial control and risk management

The Committee is required to assist the Board to fulfil its

responsibilities relating to the adequacy and effectiveness of

thecontrol environment, controls over financial reporting and the

Group’s compliance with the 2018 Code. To fulfil these duties,

the Committee (or the Board as a whole) reviewed:

• the external auditors’ summary of management letters

andtheir Audit Committee reports;

• internal audit findings on key audit areas and any significant

deficiencies in the financial control environment;

• reports on the systems of internal financial control and risk

management, including the preparatory work for additional

control reviews under the Group’s ACE programme;

• as part of internal audit reports, a high-level assessment of the

adequacy of business continuity plans in place in the Group’s

businesses;

• reports on fraud perpetrated against the Group;

• the Group’s approach to anti-bribery and corruption, and

whistleblowing;

• the Group’s approach to IT and cybersecurity; and

• commodity price challenges and response assurance plan.

Internal audit

The Group’s businesses employ internal auditors (both

employees and resources provided by major accounting firms

other than the firm involved in the audit of the Group (except

where expressly permitted by the Audit Committee)) with skills

and experience relevant to the operation of each business.

Allofthe internal audit activities are co-ordinated centrally by

theDirector of Financial Control, who is accountable to the

AuditCommittee.

The Audit Committee is required to assist the Board in fulfilling

its responsibilities for ensuring the capability of the internal audit

function and the adequacy of its resourcing and plans.

The Audit Committee receives regular reports on the results

ofinternal audit’s work and monitors the status of

recommendations arising. The Committee reviews annually

theadequacy, qualifications and experience of the Group’s internal

audit resources and the nature and scope of internal audit activity

in the overall context of the Group’s risk managementsystem.

To fulfil its duties, the Committee reviewed:

• internal audit’s reporting lines and access to the Committee

and all members of the Board;

• internal audit’s plans and its achievement of the planned activity;

• the results of key audits and other significant findings,

theadequacy of management’s response and the timeliness

oftheir resolution; and

• changes in internal audit personnel to ensure appropriate

resourcing, skills and experience are put in place.

CORPORATE GOVERNANCE CONTINUED

Associated British Foods plc | 108 | Annual Report 2024

The Group’s Director of Financial Control meets with the Chair of

the Audit Committee as appropriate but at least quarterly,

without the presence of executive management, and has direct

access to the Chairman of the Board.

Whistleblowing and fraud

The Whistleblowing Policy ‘Speak Up’ is designed to protect

ABF’s culture of fairness, trust, accountability and respect,

encouraging effective and honest communication at all levels.

Inaddition, an independent external service provider receives,

inconfidence, complaints on accounting, risk issues, internal

controls, auditing issues and related matters which are reported

to the Audit Committee each quarter as appropriate. Further

details on the Policy can be found on page 92. The Committee

reviewed reports from internal audit and the actions arising

therefrom and reported this to the Board (to the extent any

Board member was not inattendance at the relevant meeting).

The Group’s Anti-fraud Policy is available to all employees via the

ABF intranet and website and states that all employees have a

responsibility for fraud prevention and detection. Any suspicion

of fraud should be reported immediately and will be investigated

vigorously. TheAudit Committee reviewed all instances

offraudperpetrated against the Group and the action taken

bymanagement both topursue the perpetrators and to

preventreoccurrences.

External audit

Auditor independence

The Audit Committee is responsible for the development,

implementation and monitoring of policies and procedures

onthe use of the external auditor for non-audit services,

inaccordance with professional and regulatory requirements.

These policies are kept under review to meet the objective

ofensuring that the Group benefits in a cost-effective manner

from the cumulative knowledge and experience of its auditor,

whilst also ensuring that the auditor maintains the necessary

degree of independence and objectivity. The Committee’s policy

on the use of the external auditor to provide non-audit services is

in accordance with applicable laws and takes into account the

relevant ethical guidance for auditors. Any non-audit work to be

undertaken by the auditor requires authorisation by the Finance

Director, and above a certain threshold, the Audit Committee,

prior to its commencement.

The Committee also ensures that fees incurred, or to be

incurred, for non-audit services, both individually and in

aggregate, do not exceed any limits in applicable law and take

into account the relevant ethical guidance for auditors.

The Committee is required to approve the use of the external

auditor to provide: accounting advice and training; corporate

responsibility and other assurance services; financial due

diligence in respect of acquisitions and disposals; and will

consider other services when it is in the best interests of the

Company to do so, provided they can be undertaken without

jeopardising auditor independence. Tax services including tax

compliance, tax planning and related implementation advice may

not be undertaken by the external auditor except in very

exceptional circumstances where specialist knowledge is

required. The aggregate expenditure with the Group auditor

isreviewed by the Audit Committee. No individually significant

non-audit assignments that would require disclosure were

undertaken in the financial year.

The Company has a policy that any partners, directors or senior

managers hired directly from the external auditor must be pre-

approved by the Chief People and Performance Officer, andthe

Finance Director or Group Financial Controller, with the Chair of

the Audit Committee being consulted as appropriate.

The Audit Committee has formally reviewed the independence

of the external auditor. EY has reported to the Committee

confirming that it believes it remained independent throughout

the year, within the meaning of the regulations on this matter

and in accordance with its professional standards.

To fulfil its responsibility to ensure the independence of the

external auditor, the Audit Committee reviewed:

• a report from the external auditor describing arrangements

toidentify, report and manage any conflicts of interest, and

policies and procedures for maintaining independence and

monitoring compliance with relevant requirements; and

• the extent of non-audit services provided by the

externalauditor.

The total fees paid to EY for the 52 weeks ended 14 September

2024 were £11.6m, of which £1.1m related to non-audit work.

Further details are provided in note 2 to the financial statements.

Auditor effectiveness

To assess the effectiveness of the external auditor,

theCommittee reviewed:

• the external auditor’s fulfilment of the agreed audit plan

andvariations from it (including changes in perceived audit

risks and the work undertaken by the external auditors to

address those risks);

• reports highlighting the major issues that arose during

thecourse of the audit;

• feedback from the businesses via questionnaires evaluating

the conduct and performance of each assigned audit team

(including in respect of their planning, challenge and interaction

with the business); and

• a report on EY, as a firm, from the Audit Quality Review Team

(‘AQRT’) of the Financial Reporting Council (‘FRC’) and the

discussions with EY on the contents of such report.

There is regular open communication between EY and the Audit

Committee as well as between EY and the businesses’ senior

management. The Audit Committee holds private meetings with

the external auditor after each Committee meeting to review key

issues within their sphere of interest and responsibility and to

satisfy itself that the audit is of a sufficiently high standard.

During the year, the FRC’s AQR team completed an inspection

of EY’s audit of the Company’s financial statements for the 52

weeks ended 16 September 2023. No key findings arose from

the inspection. Limited improvements were identified as being

required. These related to oversight of journal testing and

revenue testing and oversight of independence ofother partners

and staff involved in senior positions. The Committee is satisfied

that the auditor has taken appropriate actions in response to the

findings.

Associated British Foods plc | 109 | Annual Report 2024

To fulfil its responsibility for oversight of the external audit

process, the Audit Committee reviewed:

• the terms, areas of responsibility, associated duties and scope of

the audit as set out in the external auditor’s engagement letter;

• the overall work plan and fee proposal;

• the major issues that arose during the course of the audit

andtheir resolution;

• key accounting and audit judgements;

• the level of errors identified during the audit; and

• the content of, and any recommendations made by the

external auditor in, their management letters and the adequacy

of management’s response.

Auditor appointment for 2024/25

The Audit Committee reviews annually the appointment of

theauditor, taking into account the auditor’s effectiveness and

independence, and makes a recommendation to the Board

accordingly.

The Company’s current external auditor, EY, was first appointed

at the annual general meeting in December 2015, with effect

from 2016, following the conclusion of a competitive tender

process. The Audit Committee is satisfied with the auditor’s

effectiveness and independence and has recommended to the

Board that EY be reappointed as the Company’s external auditor

for 2024/25. The Board accepted such recommendation.

Auditor tender for 2025/26 onwards

In accordance with applicable law and regulation, the Company is

required to conduct a competitive audit tenderin respect of the

audit for the financial year 2025/26 and onwards. The Audit

Committee considered that a competitive tender was in the best

interests of the Company’s shareholders as it allowed the

Company to appoint the audit firm that will provide the highest

quality, most effective and efficient audit. The Company

commenced a competitive audit tender in 2024, earlier than

anticipated in our Annual Report for the year ended 16

September 2023, far enough in advance of appointment to allow

firms to exit relationships which may cause a conflict of interest

or independence issues.

The Audit Committee formed a steering committee to lead on

the audit tender process (the Steering Committee). The Steering

Committee was led by the Chair of the Audit Committee and

also consisted of the Finance Director, the Financial Controller

and Director of Financial Control. Outcomes from Steering

Committee meetings and key actions were discussed with all

members of the Audit Committee.

In December 2023, the Steering Committee notified the four

largest audit firms of the Company’s intention to tender in 2024.

Given the complexity of the Group and global mindset and

coverage required as part of the selection criteria (see further

below), the Steering Committee did not consider any ‘challenger’

firms for this tender.

In January 2024 the Audit Committee was presented with, and

approved via the Steering Committee, the proposed selection

criteria and process. The selection criteria were categorised

under the following headings:

• Global mindset and coverage;

• Culture and approach of the firm;

• Technical capability;

• Tools/digital deployment;

• ESG/non-financial data approach;

• Approach to audit of IT and system change;

• Retail experience; and

• Quality and credentials of key partners.

Although the four largest audit firms were invited to tender, after

significant engagement only two firms decided to participate in

the full tender process. After a detailed process set out below,

EY were selected to continue to be auditor for the Company on

the basis of the criteria set out above.

A timeline and the outcome of the tender process is set out below:

2023

December

Notification of four largest audit firms of the intention

totenderin 2024.

2024

January

Audit Committee confirmation of audit tender timetable,

selection criteria and process.

Firms invited to tender and agreed the process and objectives

and the key requirements from the firms.

February

Launched a dataroom of relevant information for

confirmedbidders.

March to May

Meetings between each of the two bidding firms and ABF

personnel including finance, internal audit, information

technology and regulatory teams.

End of May

Receipt of tenders from the two firms.

June

Presentations from the two tendering firms to the

AuditCommittee.

Audit Committee made a recommendation to the Board

Board consideration and approval of Audit Committee

recommendation to appoint EY as auditor for a second

termfrom the 2025/26 financial year onwards, subject

toshareholder approval.

Compliance with the Competition and Markets

Authority Order

The Company confirms that, during the period under review,

ithas complied with the provisions of The Statutory Audit

Services for Large Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and Audit Committee

Responsibilities) Order 2014.

Minimum Standard

The FRC’s ‘Audit Committees and the External Audit: Minimum

Standard’ (the ‘Minimum Standard’) was published in May 2023.

The Audit Committee considers that it has met the Minimum

Standard.

Richard Reid

Audit Committee Chair

CORPORATE GOVERNANCE CONTINUED

Associated British Foods plc | 110 | Annual Report 2024

Graham Allan

Remuneration Committee Chair

In this section

Committee Chair letter pages 111 to 112

Remuneration at a glance pages 113 to 114

Remuneration Report pages 111 to 127

Wider workforce remuneration pages 118 to 119

Additional required disclosures pages 122 to 127

The Annual Remuneration Report is subject toanadvisory

vote at the 2024 AGM.

Dear shareholders

Iam pleased to present the Directors’ Remuneration Report

forthe year to 14 September 2024.

Ahead of our policy review next year, this year has seen the

Committee consider the implementation of our current reward

approach. We are delighted that the focus and effort of the

executive directors has been reflected in good strategic

progress, improved operational performance and a strong set

offinancial results for the year.

AtPrimark, sales growth was driven by the ongoing store rollout

programme, particularly in our growth markets. Thestrength

ofour value proposition, our product relevance, category stretch

and increasingly effective digital engagement helped Primark

toachieve good year-on-year profit growth.

Significant profit improvement was achieved in Grocery led

bygood sales growth in international and regional brands and

supported by new product launches. Sales and profit progress

inthe Sugar division and continued strong performance from

ABMauri in the Ingredients division also contributed significantly

to our year-on-year profit growth.

Incentive Plan Outcomes for 2023/24

Short-Term Incentive Plan (STIP) 2023/24

15% of the STIP is based on strategic KPIs, currently all related

to ESG. Thediversified nature of ABF means that ESG targets,

strategies and plans aredeveloped by each division based on

their most important initiatives, with the centre having a key role

ingovernance, overseeing progress and ensuring accountability

for performance. Our scorecard of measures for the year

focused on our most material ESG priorities across the Group.

The Committee assessed the overall score at 23/30. A table

setting out more detail on this is on page 115.

Financial measures, specifically adjusted operating profit and

working capital, determine 85% of the STIP outcome. We set

very stretching targets this year, requiring more than 20%

adjusted operating profit growth at target and over 30% growth

at maximum.

The Board encourages management to take action, at the most

appropriate time, for the long-term benefit of the business and

the Remuneration Committee routinely reviews any impact this

may have on incentive outcomes. This year executives have

taken appropriate action, including restructuring and

reorganisation in a number of businesses to ensure optimal

performance for the long term. The cost of these actions, which

has been charged in arriving at adjusted operating profit, was

greater than anticipated when budgets were set. If all of the

actions had been planned at the start of the year, they would

have been reflected in the STIP performance range. The

Committee reviewed all of the actions taken and determined

that it was fair and reasonable to make an adjustment, but that

this would be made only for a portion of the additional costs.

We were pleased to see a good working capital performance

this year with decreased cash outflows, resulting in significantly

improved free cash flow and contributing to a higher return

onaverage capital employed. For the Group overall, an excellent

all-round performance resulted in adjusted operating profit

finishing between the target and maximum of the performance

range, after the adjustment discussed above. Working capital

levels resulted in a modifier outcome that was just above target.

Theoverall outcome under the financial performance measures

for this year is 87.22% of maximum.

Combining the ESG and financial measures, the overall outcome

forthe 2023/24 STIP was 85.63% of maximum. The adjustment

noted above had the impact of increasing the overall bonus out-

turn from 82.43%. The Remuneration Committee believes that

this outcome is appropriate in the context of business

performance and the wider stakeholder experience.

Long-Term Incentive Plan (LTIP) 2021-24

Reflecting the Group’s strong post-COVID recovery, EPS

performance for the 2021-24 LTIP wasahead of the target set.

The EPS-based outcome is subject to potential downward

modification based on the Group three-year average return

onaverage capital employed (ROACE) without Sugar, which

exceeded the maximum level, and five-year average Sugar

ROACE, which was below maximum. Theoutcome for the

2021-24 LTIP was therefore 96.75% of maximum. The

Remuneration Committee is comfortable that this outcome

isappropriate in the context of business performance and the

wider stakeholder experience over the performance period.

DIRECTORS’ REMUNERATION REPORT

Annual statement by the Remuneration

Committee Chair

Associated British Foods plc | 111 | Annual Report 2024

Remuneration decisions for 2024/25

Salary and fees

In ABF’s decentralised model, each business is given flexibility

todetermine its own salary increases and there is no single

budgeted increase rate for UK employees. Our resulting average

UK salary increases will be around 3.5% for most staff with

higher increases for hourly-paid Primark staff. In this context,

theCommittee has determined that, for 2024/25, the executive

directors will receive salary increases of around 3.5%, below

theaverage increase for the wider employee population.

STIP 2024/25

For 2024/25, the financial measures under the STIP remain

focused on Adjusted operating profit and working capital.

Wehave, however, determined that it would be appropriate

tomove to a cash conversion cycle measure for working capital.

This measure will still be applied as a modifier which increases

or decreases the outcome based on Adjusted operating profit

performance by up to 15%. Strategic measures, focused on

ESG, will continue to represent 15% ofthe total measures.

Restricted Share Plan (RSP) 2024-27

ABF has operated a conservative overall incentive quantum for

many years. This year, we will continue to make RSP awards

at125% of salary to both executive directors. This remains very

modest compared to other companies of our scale. As a reminder,

we made the decision to move from a performance share plan

toa restricted share plan at the last policy review. Wewill need

to keep this under review.

Work of the Committee over the coming year

Over the coming financial year the Committee will consider

anychanges to the remuneration policy that may be appropriate.

We look forward to engaging with investors as part of this

process to ensure that your views are taken into account.

Consideration of wider workforce views

andremuneration approaches

As a geographically dispersed group, subject to varied

employment market conditions, meaningful comparisons

ofexecutive pay against wider workforce compensation are

complex. The Committee is mindful of reward practices across

the Group when setting and implementing its approach to

executive remuneration. The Committee receives data on the

remuneration structure for two tiers of management below the

executive directors and uses this information to ensure as much

consistency ofapproach as is practicable.

Divisional HR directors provided input to the most recent

remuneration policy review and they also share, on an ongoing

basis, feedback they receive from employees on remuneration.

Richard Reid, a member of the Committee, engages with

employees through his work as the Non-Executive Director

forworkforce engagement and specifically affords them

anopportunity to share their views on pay and conditions.

Thisfeedback is shared fully with the Remuneration Committee.

We also have an email inbox (remcochair@abfoods.com) to

enable employees and other stakeholders to share directly their

views on the Company’s executive remuneration approach

should theyso wish. No feedback has been received through

this channel over the most recent financial year.

Board review

We were pleased that the externally-facilitated performance

review of the Remuneration Committee found that it is

performing effectively and that Committee members feel well

served and supported by the internal and external advisers.

2024 AGM

Again this year, the Committee has maintained its approach

ofaligning compensation with business performance and taking

into consideration the experience of a wide range of stakeholders.

I hope you will feel able to support our Directors’ Remuneration

Report at the 2024 AGM.

Graham Allan

Remuneration Committee Chair

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 112 | Annual Report 2024

Remuneration summary

Remuneration principles

Our remuneration approach needs to support efforts to attract and retain top executive talent and to promote the strategic and

financial performance of the business. Our principles, which are consistent with the requirements of Provision 40 of the UK Corporate

Governance Code, are considered in the Committee’s decision making. In particular, we believe that pay should be:

Fair

Total remuneration should fairly

reflectthe performance delivered

byexecutives. Where appropriate,

thismay include the application

ofdiscretion to ensure remuneration

outcomes are aligned to performance

that creates value for shareholders

andother stakeholders

Aligned

The portfolio we operate is diverse and

complex. We aim to align remuneration

and business objectives and to use

performance measures which provide

clear line of sight forexecutives

Clear and simple

We believe that executive remuneration

should be clear and simple for

participants to understand. The best way

to achieve this is through close alignment

with business performance

Remuneration approach

The Remuneration Policy for the executive directors, approved by shareholders in 2022, includes the following elements:

Base salary Pension and

benefits

Short-Term

Incentive Plan (STIP)

Restricted Share

Plan (RSP)

Shareholding

requirement

Base salary set at

an appropriate level

for the Group’s size

and scale

The Chief Executive no longer

participates in a company pension

and receives no cash allowance in

lieu. The Finance Director receives a

cash allowance of 10% ofsalary in

line with other employees.

Maximum of 200%

ofsalary

(Up to 150% of salary

cash, and 50% of salary

STIP shares)

Normal annual RSP

award of 125%

ofsalary

Set at 250% of

salary, retained for

twoyears after

leaving employment

The policy worked as intended this year and outcomes are in line with performance. The full Remuneration Policy is set out inthe

2022 Annual Report and Accounts which is available on the Company’s website www.abf.co.uk.

Time horizons for STIP and RSP awards

2023/24 2024/25 2025/26 2026/27 2027/28

STIP cash

One year

performance

STIP shares

One year

performance

Deferral period

Vest at end of year three

RSP

Three year performance period – underpins apply

Vest at end of year three

Two year holding period

STIP and RSP payments are subject to malus and clawback provisions.

Performance alignment

Reward in Group and business roles – Group roles, including the executive directors, are granted RSP awards. This structure is

consistent with their responsibility for managing the portfolio to achieve sustainable growth in shareholder value. Performance-based

LTIPs are used at division and business level where tangible and directly relevant targets are set.

STIP performance measures – STIP performance is based on financial measures (Adjusted operating profit and cash conversion)

andaportion based on strategic measures including ESG.

RSP underpins – The RSP underpins are intended to avoid rewards for failure. The underpins ensure a disciplined approach

toinvestment using ROACE as a key indicator, alignment with shareholders using dividends as a key indicator, strategic focus for

future sustainable growth, good governance andmeaningful progress on the ESG agenda.

Discretion and judgement – In line with the principle of fairness, the Committee has a long history of applying discretion both to

increase and reduce incentive outcomes to ensure that they ‘feel fair’ given the circumstances and achievements across our portfolio,

consistent with our established remuneration principles.

Associated British Foods plc | 113 | Annual Report 2024

Annual remuneration report

Single total figure of remuneration for the executive directors (audited)

George Weston Eoin Tonge

2024

2023

2024

2023

£'000

Fixed pay

Salary

1,184

1,118

747

446

Benefits

Pension

–

Total fixed remuneration

1,202

1,136

849

508

Variable pay

STIP cash

1,554

1,167

973

449

STIP deferred shares

514

469

322

253

LTIP

2,783

1,544

–

Other

–

1,793

2,372

Total variable remuneration

4,851

3,180

3,088

3,074

Single total figure

6,053

4,316

3,938

3,582

Notes to single total figure of remuneration for the executive directors

Salary

For George Weston, the salary paid was reduced for pension-related salary sacrifices until 31 December 2023.

Benefits

The value of benefits for George Weston comprised £15,613 taken in cash and £2,288 taxed as benefits-in-kind and for Eoin Tonge

comprised £24,553 taken in cash and £2,288 taxed as benefits-in-kind.

Pension

George Weston opted out of the EFRBS on 31 December 2023. Until that date he had an overall benefit promise of 1/45

finalpensionable pay for each year of pensionable service up to5 April 2016 and 1/50

of final pensionable pay for each year of

pensionable service thereafter, subject to a maximum of 2/3

rds

of final pensionable pay (basic salary during the last 12 months before

retirement, plus if applicable, the average of the last three years’ fluctuating earnings). He opted out of the Associated British Foods

Pension Scheme on 5 April 2006 and has a deferred benefit in that scheme; the balance of the promise was provided under the EFRBS.

His pension benefits are payable from age 65. No alternative defined benefit arrangements are available to any member who chooses

to take their benefits early. His accrued pension at 14 September 2024 was £784,886 per annum.

The nature of George Weston’s pension benefits did not change in the period before he opted out of the EFRBS and the pensions

number for remuneration purposes is £0 as inflation exceeded salary increases in the year.

Eoin Tonge received a cash allowance of 10% of salary in lieu of pension, which is reported under the pensions section in the single

figure table for clarity.

George Weston total remuneration

(£000)

1,138 3,329 2,286 4,316 6,053

'20 '21 '22 '23 '24

Eoin Tonge total remuneration

(£000)

3,582 3,938

'20 '21 '22 '23 '24

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 114 | Annual Report 2024

STIP 2023/24

Achievement against financial targets

This table details the financial performance ranges for STIP 2023/24 and the calculated outcome for the cash element ofthe STIP.

Cash element

Cut In Target Maximum 2023/24 STIP outcome

Adjusted operating profit £m

1,721 1,862 2,004 1,998

STIP based on profit (as % of salary) 15.00 % 63.75 % 110.87 % 109.00 %

Working capital as % of 3rd party sales 17.03 % 15.92 % 14.81 % 15.77 %

% modifier to profit element 85 % 100 % 115 % 102.03 %

Total STIP cash financial element (as % of salary) 12.75 % 63.75 % 127.50 % 111.20 %

1. The Adjusted operating profit targets were amended as outlined on page 111. The adjustment had a less than 1% impact on the target range.

At the start of the year, when setting the STIP range, we analysed the risks and opportunities in the budget in detail. These included

commodity price movements, currency movements, supply chain disruption and increases in labour costs. Adjusted operating profit

was expected to be well ahead of2022/23 and the performance range was set to be stretching. As explained on page 111, the Group

delivered a strong financial performance. Theoverall outcome under the financial performance measures for this year is 87.22% of

maximum.

Achievement against ESG strategic KPIs

This year our STIP strategic KPIs were all related to ESG. As detailed in the responsibility report our Group approach in ESG is to focus

on what is material, to the Group and to the world. Therefore we have a set of Group priorities. Accordingly, the ESG targets for

incentives were aligned to these priorities.

The targets set were demanding. Against a scorecard of measures, the overall score achieved was 23/30. The Committee also

considered our performance on ESG in the round and concluded that the outcome wasappropriate taking into account very good

progress in this area.

Score Commentary and performance outcome

Primark

sustainability

6/7.5 • Strengthened grievance mechanisms with Tier One suppliers across the supply chain, including

suppliers of goods for sale and of goods not for resale.

• 57% of cotton clothing units sold contained organic, recycled or Primark Cotton Project cotton,

upfrom 46% last year.

• The Primark durability framework was launched in July 2024; see page 19 for more details.

• More than 309,394 farmers trained or currently in the Primark Cotton Project.

People and

community

4.5/7.5 • In 2024, we began a review of the housing and living conditions across our sugar estates in Zambia,

Malawi, Eswatini, South Africa and Tanzania. We renovated approximately 150 houses for employees

and their families at the Nchalo estate in Malawi and have put in place detailed plans for further work

over the coming years across our estates. See page 59 for more details.

Carbon

5.5/7.5 • Primark has reduced Scope 1, 2 and 3 emissions significantly this year, as set out on page 19.

• Wissington projects reduced emissions by 30kt of CO

e at British Sugar.

• Despite good progress from projects, emissions per thousand tonnes sugar beet processed did not

meet stretch targets set for the year.

Water

7/7.5 • AB Mauri is focused on using water efficiently and returning itsafely to the environment after use.

Since 2010, it has invested $120m in waste water treatment and 2023/24 saw significant progress,

asset out on page 31.

• ABF Sugar improved water-use efficiency in 2024 and 25% of abstracted water was reused during

production before being returned tonatural watercourses.

Overall achievement

The overall outcome for the STIP cash element was 128.45% of salary (85.63% of maximum) as shown in the table below.

Cut In Target Maximum Actual

STIP financial element 12.75 % 63.75 % 127.50 % 111.20 %

STIP ESG/KPI element 2.25 % 15.00 % 22.50 % 17.25 %

STIP cash total 128.45 %

The 2023-26 STIP shares element was subject to the same performance conditions as the cash element. 85.63% of the shares that

were allocated at the beginning of the performance period will vest in 2025, subject to a service condition. The remaining allocated

shares have now lapsed. The number of shares vesting is shown on page 122.

Associated British Foods plc | 115 | Annual Report 2024

STIP amounts included in the single total figure table

For 2023/24, the figures shown in the single total figure table comprise the annual cash bonus, which is paid in December in respect

of the preceding financial year, and the value of deferred share awards, earned for performance in the 2023/24 financial year,

calculated based on the average mid-market closing price over the last quarter of the financial year of 2,447p. These shares are

subject to atwo-year deferral period. 3.6% of the value of the deferred awards is attributable to share price appreciation as the share

price hasincreased from 2,361.6p at allocation in November 2023. No value is included in respect of the STIP deferred shares based

on performance in 2021/22 and vesting in November 2024 as these values were required to be reported in the 2021/22 annual report.

The directors are also paid dividend equivalents in respect of vested shares. These are not included in the single total figure as the

amounts do not relate tothe periods being reported on.

For 2022/23, this figure comprises the annual cash bonus, which was paid in December 2023 in respect of the preceding financial

year, and the value of deferred share awards, earned for performance in the 2022/23 financial year, calculated based on the average

mid-market closing price over the last quarter of the 2022/23 financial year of 2,008.02p. These shares are subject to a two-year

deferral period. These values are not updated to reflect vesting share price as the awards have not yet vested. 20.6% of the value

ofthe deferred awards is attributable to share price appreciation as the share price hasincreased from 1,665.3p at allocation in

December 2022. The directors are also paid dividend equivalents in respect of vested shares. These are not included in the single

totalfigure as the amounts do not relate to the periods being reported on.

LTIP 2021-24

The EPS performance for the 2021-24 LTIP wasahead of target. The Group three-year average ROACE without Sugar exceeded

themaximum level. The five-year average Sugar ROACE outcome was just below the maximum level. The Group ROACE without

Sugar modifier and the Sugar ROACE modifier act only as downward modifiers to the calculated incentive outcomes. Theoverall

outcome for the 2021-24 LTIP was 96.75% of maximum, as shown in the table below.

Threshold Target Maximum Performance

Calculated

outcome

100% of award

Group adjusted EPS inthe non-Sugar

businesses 132p 142p 152p 182.29p 100.00 %

Three-year ROACE in the non-Sugar

businesses downward modifier 10.00 % 12.00 % 16.45 % 100.00 %

Five-year Sugar ROACE downward

modifier 5.00 % 9.00 % 8.35 % 96.75 %

Vesting as % of maximum 96.75 %

LTIP amounts included in the single total figure table

The numbers in the single total figure table reflect the number of shares vesting as a result of performance achieved. Further details

in respect of LTIP amounts for 2024 are set out below:

George Weston will receive 106,809 shares in respect of his 2021-24 LTIP award. As required by UK regulations, the vesting value

has been estimated using the mid-market closing price over the last quarter of 2023/24 of 2,447p. Vesting will be on19November

2024 and a figure recalculated for the share price on that date will be presented in the 2024/25 annual report. Thevalues shown in

thetable also include an amount in respect of cash dividend equivalent payments that will be made in respect ofthe shares vesting.

The amount included for George Weston is £169,506. 24.0% of the value of the LTIP awards is attributable to share price appreciation

as the share price hasincreased from 1,974.7p at allocation in November 2021.

In respect of 2023 LTIP values, as required by UK regulations, the vesting value reported last year was estimated using the mid-market

closing price over the last quarter of 2022/23 of 2,008.02p. On the actual vesting date, the share price was 2,349.55p. The values in

thetable, which include amounts in respect of cash dividend equivalent payments made, have therefore been updated to reflect this.

Other remuneration

The numbers in the single total figure table for both years reflect buyout awards made to Eoin Tonge related to his recruitment,

asdisclosed on page 105 of the 2023 Annual Report. Eoin Tonge will receive 73,265 shares in respect of his 2021-24 PSP buyout

award made following his recruitment, as disclosed in the2023 Annual Report. This reflects an outcome of 96.75% of maximum on

the 30% of the award based on the same performance measures as George Weston’s LTIP, 90% of maximum for the 30% of the

award based on performance against strategic KPIs (finance leadership, investor relations, M&A activity, non-financial reporting and

risk & controls) and 87% of maximum for the 40% of the award based on the average STIP financial performance as a percentage of

maximum over the period. As required by UK regulations, the vesting value has been estimated using the mid-market closing price

over the last quarter of 2023/24 of 2,447p. Vesting will be on19November 2024 and a figure recalculated for the share price on that

date will be presented in the 2024/25 annual report. No dividend equivalent payments will be made in respect ofthese shares. 52.5%

of the value of the deferred awards is attributable to share price appreciation as the share price hasincreased from 1,604.61p at

allocation on joining ABF.

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 116 | Annual Report 2024

Implementation of policy in 2024/25

Base salary

Our UK salary increases will be around 3.5% for most staff, with higher increases for hourly-paid Primark

staff. George Weston will receive a salary increase of 3.5% and Eoin Tonge will receive an increase of

3.6%, below the average increase for the wider employee population including Primark staff.

Increase

Salary from 1

December 2024

George Weston 3.5 % £1,252,000

Eoin Tonge 3.6 % £785,000

Pension

George Weston opted out of the EFRBS on 31 December 2023 and became a deferred member of this

Scheme. He does not receive a cash allowance in lieu of pension contributions.

Eoin Tonge receives a cash supplement of 10% of salary in lieu of pension contributions, in line with the

approach for the wider ABF UK workforce.

STIP 2024/25

150% of salary

incash

50% of salary

inshares

Adjusted

operating profit

(% of salary)

Modification

based on

average cash

conversion days

Total financial

element

(% of salary)

ESG and

strategic

measures

(% of salary)

Total STIP

(% of salary)

Maximum 147.83 % x 1.15 170 % 30 % 200 %

On-target 85 % x 1 85 % 20 % 105 %

Threshold 20 % x 0.85 17 % 3 % 20 %

Below threshold 0 % x 0.85 0 % 0 % 0 %

The financial measures remain the same as in 2023/24 but this year we will measure working capital

performance using a cash conversion cycle measure rather than working capital as a percentage of sales.

STIP share awards will be granted in November 2024 and will lapse at the end of the financial year to the

extent that performance conditions have not been met. The balance of the shares will remain conditional

and be deferred for a further two years.

Malus and clawback provisions apply to STIP awards for up to two years after being paid.

RSP 2024-27

125% of salary

inshares

Restricted share awards will be granted in November 2024. At the Committee’s discretion, vesting may

bereduced if the following underpins are not met:

• ROACE above the weighted average cost of capital;

• dividend payments maintained;

• consideration of whether the right actions have been taken to strengthen the Group’s competitive

position for long-term sustainable growth. Performance will be assessed in the round. The underpin will

be deemed to not be met in the event that there is an identified and agreed specific management failure;

and

• satisfactory governance performance including no ESG issues that result in material reputational damage

(as determined by the Board).

A two-year post-vesting holding period applies to net of tax shares. Malus and clawback provisions apply

fortwo years post-vesting.

Shareholding

requirement

250% of salary

George Weston’s shareholding very significantly exceeds the 250% of salary requirement.

Eoin Tonge’s shareholding does not yet meet the requirement and at least 50% of net shares vested under

the STIP and RSP awards as well as 50% of net shares vested under certain new joiner awards must be

held by him until it is met.

NED fees

Non-executive directors’ fees will increase from £81,750 to £85,000 in December 2024. No other changes

to fees will be made this year.

The Chairman’s fee will increase from £460,000 to £476,500 in December 2024

Associated British Foods plc | 117 | Annual Report 2024

Wider Workforce Remuneration

Fair pay

Associated British Foods is a diversified business that currently operates in 56 countries and employs 138,000 people working across

five business segments. Our people are central toour business and we pride ourselves on being a first-classemployer.

As an international business, we have a duty to operate responsibly and are keen to ensure that the people who work in our

businesses are paid fairly. We support the work of governments to ensure that minimum wages are sufficient to allow employees

tohave an acceptable standard of living. Our businesses, each of which is responsible for setting and managing its own remuneration

approach, operate in line with the principles set out below and in compliance with all local laws.

Fair pay should be…

Appropriate Free from

discrimination

Intuitive Explainable Market

competitive

For the employee’s

role, experience

andskills

Fixed pay will meet/

exceed legal minimum

and appropriate

industry standards

(e.g.collective

bargaining agreements)

Pay should not be

impacted by an

individual’s age,

gender, sexual

orientation, ethnicity

orother characteristics

Employees should

always receive

compensation

regularly, in full and

ontime

The business should

beable toexplain

howpay hasbeen

calculated sothat it

iseasy tounderstand

Local market conditions

(industry/location/cost

ofliving) should be

considered when

setting paylevels

Workforce engagement on remuneration

Please see the Remuneration Committee Chair’s letter on page 111 for more information on how the Committee communicates with

the wider workforce.

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 118 | Annual Report 2024

Directors’ pay in the context of the Group’s wider pay practices

The Committee has regard to workforce remuneration and related policies across the Group and ensured alignment of incentives and

reward with the Company’s culture when determining the 2022 Remuneration Policy for directors. The table below summarises the

remuneration structure for the wider workforce.

Below the Board Executive directors

Salary

Salary increase budgets are determined by each of the businesses for each

country, taking into account country-specific conditions such as inflation.

Salaryincreases are then determined by line managers based on factors

such as development in role and local market practice. Salaries are

benchmarked toensure that we are able to recruit and retain

talentedpeople.

We review the ratio of the Chief Executive’s pay to that of our UK

employees on page 120.

Salary increases as a percentage

ofsalary are normally aligned with,

orlower than, those of the

widerworkforce.

Consistent with the wider workforce,

salaries are set competitively against

peers in support of the recruitment

and retention of executive directors.

STIP

In our decentralised model the approach to incentives varies by division.

Thisis consistent with our line of sight approach and ensures design is

appropriate for the strategy of each business and market. There is a

common governance framework, with central oversight, for signing off all

changes to incentive design to ensure that risks are mitigated and cultural

considerations are appropriately taken into account.

Key performance measures of adjusted operating profit, working capital,

ESGtargets and personal performance are commonly used across the Group.

As employees progress and are promoted, their target and maximum bonus

opportunities increase.

The STIP for executive directors

isprimarily based on the financial

performance of the Group. 15%of

the STIP is based on

ESGperformance.

STIP share awards are made for 25%

of the total STIP payment and are

deferred for a further two years after

the performance condition hasbeen

met.

LTIP

We make share-based LTIP or RSP awards to around 200 of our most

seniormanagers across the Group to support the remuneration philosophy

ofincentivising superior long-term business results and shareholder

valuecreation.

The performance measures for around one-fifth of participants are aligned

fully orpartially to those of the executive directors. For other participants, the

appropriate measures are agreed with the individual business to reflect the

strategy and role in the portfolio of the business. Measures include profit

growth, returns, working capital management and strategic objectives, e.g.

related to business transformation or ESG priorities.

We also operate a cash LTIP to ensure long-term incentivisation for a wider

population of senior managers and to reward performance in businesses,

where relevant long-term targets can be set.

All of our LTIPs have a performance period of at least three years with some

being up to five years. Awards are made as a percentage of base salary.

Executive directors’ LTIP grants up

to2021 were subject to achievement

of EPS and ROACE performance

conditions.

From 2022 the LTIP was replaced

with an RSP, granted by reference

toa percentage of salary, which vest

provided performance underpins are

met.

Vested shares are subject to atwo-

year holding period.

Pension

A pension/provident fund is offered to our employees in line with local market

requirements and practices. Exceptions to this are countries where pension

provision is not prevalent in the local market and/or is provided by the state.

In the UK, newly appointed employees and executives of ABF companies

are entitled to receive a Company pension contribution that matches their

own contribution to a maximum of 10% of salary. They are eligible to take

some orall of this as a cash alternative if subject to the lifetime or

annualallowance.

In certain countries, including the UK and Ireland, longer-serving employees

continue to participate in and accrue benefits under defined benefit pension

schemes which are closed to new members.

Executive directors are eligible

toreceive a Company pension

contribution of up to 10% ofsalary

inline with the wider workforce

inthe UK. They are eligible to take

some orall of this asa cash

alternative ifsubject to thelifetime

orannualallowance.

Benefits

In our decentralised model, we expect our businesses to ensure that core

benefits provided to employees in each country remain appropriate and local

market competitive. For example, in our African sugar businesses outside

South Africa, we have on-site clinics/hospitals (dependent on country)

available to employees and their families to ensure that they have access to

healthcare. In other locations such provision may be through the state

ormay be covered by insurances that we offer as a benefit to employees.

Executive directors receive benefits

which consist primarily of the

provision of a company car/allowance

and health cover.

In addition, executive directors are

eligible for benefits available to

thewider head office workforce.

Associated British Foods plc | 119 | Annual Report 2024

CEO Pay Ratio

Year Methodology used Lower quartile Median Upper quartile

2023/24 Option B 236:1 218:1 184:1

2022/23 Option B 196:1 166:1 131:1

2021/22 Option B 114:1 104:1 85:1

2020/21 Option B 171:1 155:1 115:1

2019/20 Option B 79:1 70:1 48:1

2018/19 Option B 253:1 238:1 169:1

We have chosen to use Option B of the available methodologies to calculate our CEO Pay Ratio. Given the complexity of our Group,

this approach enables us to use existing gender pay datafor Great Britain (GB) as a foundation for our calculations. Wedetermined

the hourly rates at each quartile of our 5 April 2024 gender pay data then calculated the average annual salary and total remuneration

for each quartile as each point represents multiple individuals. We pro-rated the data for part-time individuals to reflect full-time

equivalent remuneration and excluded leaversfrom the calculation.

The increase in the pay ratio reflects the increase in incentive outcomes this year for the Chief Executive. We are pleased thatthe

remuneration levels for our GB-based employees have increased year-on-year by 12.4% at the median.

Whilst based on data for GB only, this year’s pay ratio reflects the relationship between the Chief Executive’s pay and the experience

of UK employees as a whole. Many of our early career employees are in Primark and this affects the data, with those in the food

businesses typically later in their careers and with remuneration at higher levels in line with their skills andexperience.

Lower quartile Median Upper quartile

Salary for GB-based employees £24,089 £24,433 £29,960

Single figure of total remuneration for GB-based employees £25,665 £27,709 £32,868

Annual percentage change in remuneration of directors and employees

% change in salary/fees % change in benefits

% change in cash STIP

2024

2023 2022 2021

2024

2023 2022 2021

2024

2023 2022 2021

George Weston

5.90 %

3.14 % 0.15 % 33.09 %

0.74 %

5.88 % 5.45 % –

33.16 %

33.83 % 0.04 % 100.00 %

Eoin Tonge

67.41 %

n/a n/a n/a

62.13 %

n/a n/a n/a

116.70 %

n/a n/a n/a

Michael McLintock

3.90 %

3.56 % 0.96 % 15.19 %

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Richard Reid

2,4

2.72 %

3.52 % (2.07) % 42.16 %

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Graham Allan

21.59 %

15.79 % 1.33 % 15.38 %

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Heather Rabbatts

20.69 %

14.47 % 1.33 % –

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Emma Adamo

3.85 %

2.63 % 1.33 % 15.38 %

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Wolfhart Hauser

(65.38) %

2.63 % 1.33 % 15.38 %

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Annie Murphy

1,300.00 %

n/a n/a n/a

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Kumsal Bayazit Besson

n/a

n/a n/a n/a

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Loraine Woodhouse

n/a

n/a n/a n/a

n/a

n/a n/a n/a

n/a

n/a n/a n/a

Average ABF plc UK

employee

5.60 %

2.10 % 9.50 % 4.70 %

(0.60) %

(1.50) % 15.10 % 3.90 %

22.90 %

9.30 % 13.50 % 167.00 %

1. George Weston and Eoin Tonge’s salary rates increased by 4.5%, which was lower than the rate of 5% that applied for other head office employees.

Theincreases for employees shown in the table above also reflect changes in the number of roles in the head office.

2. The NED fee increased from £78,250 to £81,750 in December 2023.

3. Michael McLintock’s fee increased from £440,000 to £460,000 in December 2023.

4. The additional fee for responsibility for workforce engagement has remained flat at £25,000 and the Senior Independent Director fee increased from £24,500

to£25,000 in December 2023. Therewas no change to other additional responsibility fees in the period, but the change in the base NED fee detailed above

applies tothese roles.

5. Benefits data is calculated on the same basis as the benefits data in the single total figure table on page 114 and includes benefits in kind and benefits taken

incashbut excludes any pension allowances.

6. Includes cash STIP payments only.

Note: % change being based on whole numbers

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 120 | Annual Report 2024

2024 gender pay gap reporting

Women comprise 57% of our total global workforce. Wehave chosen to report on the gender pay gap that relates to our employee

population inGreat Britain (GB) as of 5 April2024. However, more than half ofour workforce is employed outside Great Britain and isnot part

of this analysis. Consistent with last year we have presented data for the whole Group and for the Group without Primark in Great Britain.

ABF Group businesses in GB 2024 2023

ABF Group businesses in GB

(excluding Primark) 2024 2023

Women's mean hourly pay rate

is below that of men by

25.6 %

28.2 %

Women's mean hourly pay rate

is above that of men by

4.6 %

3.6 %

Women's median hourly pay rate

is below that of men by

15.2 %

18.9 %

Women's median hourly pay rate

is above that of men by

7.3 %

10.2 %

Women's mean bonus pay rate

is below that of men by

41.6 %

27.0 %

Women's mean bonus pay rate

is below that of men by

43.3 %

24.1 %

Women's median bonus pay rate

is above that of men by

57.4 %

21.8 %

Women's median bonus pay rate

is above that of men by

29.9 %

29.8 %

Percentage of men who

received a bonus

23.9 %

26.6 %

Percentage of men who

received a bonus

46.4 %

50.8 %

Percentage of women who

received a bonus

8.5 %

7.9 %

Percentage of women who

received a bonus

65.8 %

66.5 %

Gender pay and bonus gaps are calculated by comparing

themean (average) and median (central value in the data list)

measures for women to that of men and identifying the

percentage difference between the two. As required by the

UKEquality Act 2010 (Gender Pay Gap Information) Regulations

2017, we submit data for our relevant legal entities to the UK

Government through their website.

Group

The Group gender pay gap has improved as the number

ofwomen at senior levels is increasing (see page 60), though

itremains infavour of men. A significant number of female

employees workin retail, with 75.4% of roles in the lower

payquartile takenby women.

Whilst the gender balance at the top of the Groupis changing,

itis slow due to long tenure. Balancing long tenure, fresh

external insights and the need for diverse thinking is a focus

across our businesses. We support new colleagues tobuild

strong internal networks so that they can more quickly

understand the organisation.

The greater presence of senior men in the bonus pool has a

distorting effect on the mean bonus gap. The median bonus

gap,which includes recognition awards, is in favour of women.

Recognition awards are smaller in quantum and often given to

men with long service in the manufacturing environment. They

are compared to bonuses for women in middle management.

Food businesses

In the food businesses the pay gap remains in favour of

womenas we have a significant majority of male employees

who work in a manufacturing environment. These employees

are being compared to women who, on average, work in

middlemanagement.

Primark

The Primark gender pay data can be found on their website.

Atmedian we have only a 0.8% gender pay gap in Primark.

Ethnicity data

This year for the first time, we have collated ethnicity information

for nearly all of our businesses in Great Britain. We are pleased

that almost three-quarters of our employees have shared their

ethnicity with us, with only 0.4% choosing ‘prefer not to say’.

We believe this indicates a high level of trust in the business.

We need to undertake more work to fully understand our

ethnicity pay gap data and to support those businesses that do

not yet collect this data to do so. This will enable our businesses

to make appropriate action plans and to continue their focus on

ensuring that all employees can progress their careers with us,

regardless of their background or any protected characteristics.

Proportion of men and women in each pay quartile

Upper

(%)

64.5 65.635.5 34.4

Group

businesses in

Group

businesses in

GB without

Primark

Upper middle

(%)

41.8 72.158.2 27.9

Group

businesses in

Group

businesses in

GB without

Primark

Lower middle

(%)

25.5 76.774.5 23.3

Group

businesses in

Group

businesses in

GB without

Primark

Lower

(%)

24.6 70.575.4 29.5

Group

businesses in

Group

businesses in

GB without

Primark

Male Female

Associated British Foods plc | 121 | Annual Report 2024

Executive directors’ shareholding andschemeinterests

Scheme interests (audited information)

The table below details the conditional share interests held by the executive directors as at 14 September 2024. The awards made

before December 2022 were made in line with the 2019 Remuneration Policy.

LTIP, RSP and Buyout Awards

Vesting of LTIP awards is subject to meeting performance conditions over the performance period. RSP awards are expected to vest

in full, subject to meeting performance underpins. A further two-year post-vesting holding period applies to net of tax vested shares

for LTIP and RSP awards.

Maximum award Shares vesting

Scheme

Award

date % of salary

Face value

atgrant

£000

Market

price at

grant

End of

performance

period Maximum

Target

(50% of

maximum)

Threshold

(10% of

maximum)

Release

date

George

Weston

LTIP 19/11/21 200 % 2,180 1,974.7p 14/09/24 110,397 55,199 11,040 19/11/24

RSP 09/12/22 100 % 1,158 1,665.3p 13/09/25 69,537 N/A N/A 17/11/25

RSP

23/11/23 125 % 1,447 2,361.6p 12/09/26 61,293 N/A N/A 23/11/26

Eoin

Tonge

RSP 03/03/23 125 % 906 1,665.3p 13/09/25 54,420 N/A N/A 17/11/25

RSP

23/11/23 125 % 906 2,361.6p 12/09/26 38,374 N/A N/A 23/11/26

Unvested M&S buyout

PSP 21-24 buy out

03/03/23 N/A 1,358 1,604.6p 14/09/24 84,611 42,306 8,461 01/11/24

DSBP buyout

03/03/23 N/A 570 1,604.6p N/A 35,511 N/A N/A 01/07/25

PSP 22-25 buy out

03/03/23 N/A 113 1,604.6p 13/09/25 7,068 N/A N/A 01/11/25

1. The price used to determine the number of shares allocated under the LTIP and RSP is the average closing price on the five trading days immediately precedingthe

main allocation in November/December each year. The details of the buyout awards for Eoin Tonge, including the price used to determine the number ofshares

allocated was agreed as part of his joining arrangements as set out on page 146 of our 2022 Annual Report.

2. The performance underpins that apply to these RSP allocations are the same as those set out for RSP 2024-27 on page 117.

3. See page 116 for details of performance measures.

4. Performance conditions were met in July 2023 and the shares will vest on 01/07/25.

5. Net vested shares to be retained until 01/07/27, underpins apply in line with those on the 2023-26 RSP award.

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 122 | Annual Report 2024

STIP – shares

The number of deferred STIP shares released is determined based on the achievement of the STIP performance conditions.

Scheme Award date

Maximum award Deferred awards

% of salary

Face value

atgrant

£000

Market

price at

grant

End of

performance

period

Maximum

lapsed for

performance

Shares subject

to service

condition

Release

date

George

Weston

Deferred

awards

19/11/21 50 % 545 1,974.7p 17/09/22 27,599 14,233 13,366 19/11/24

09/12/22 50 % 579 1,665.3p 16/09/23 34,769 11,415 23,354 17/11/25

23/11/23 50 % 579 2,361.6p 14/09/24 24,517 3,523 20,994 23/11/26

Eoin Tonge Deferred

awards

03/03/23 50 % 312 1,665.3p 16/09/23 18,745 6,154 12,591 17/11/25

23/11/23 50 % 363 2,361.6p 14/09/24 15,350 2,206 13,144 23/11/26

1. The share price used for determining the number of shares in an allocation is the average closing price on the five trading days immediately preceding the main

annual award date. The awards to Eoin Tonge in 2023 were made at the same share price as those for the main award.

Executive directors’ shareholding requirements (audited information)

The interests below as at 14 September 2024 remained the same at 5November 2024. George Weston has met our shareholding

requirement. Since joining the business, Eoin Tonge has begun to build a holding of ABF shares.

Holding

requirement Beneficial

Beneficial as

%of salary

LTIP/RSP/buyout

awards subject

to performance

condition/

underpins

Unvested

deferred STIP/

buyout

awards

Total 14

September

2024

Total 16

September

2023

George Weston

Wittington Investments Limited,

ordinary shares of 50p n/a 15,181 n/a n/a n/a

15,181

15,061

Associated British Foods plc,

ordinary shares of 5

p 250% of salary 3,836,046 6707 % 241,227 57,714

4,134,987

4,133,596

Eoin Tonge

Associated British Foods plc,

ordinary shares of 5

p 250% of salary 50,855 142 % 135,373 110,346

296,574

245,056

1. Calculated using share price as at close of business on 13 September 2024 of 2,189p and rate of base salary as at 14 September 2024.

2. George Weston is a director of Wittington Investments Limited which, together with its subsidiary Howard Investments Limited, held 421,243,985 ordinary

shares in Associated British Foods plc as at 14 September 2024.

Associated British Foods plc | 123 | Annual Report 2024

Directors’ service contracts/letters of appointment

Date of

appointment

Date of current

contract/letter

of appointment

Notice from

Company

Notice from

individual Unexpired period of service contract

Executive Directors

George Weston 19/04/99 01/06/05 12 months 12 months Rolling contract

Eoin Tonge 06/02/23 20/07/22 12 months 12 months Rolling contract

Non-executive Directors

Michael McLintock 01/11/17 11/04/18 6 months 6 months Letter of appointment

Emma Adamo 09/12/11 09/12/11 6 months 6 months Letter of appointment

Richard Reid 14/04/16 13/04/16 6 months 6 months Letter of appointment

Graham Allan 05/09/18 05/09/18 6 months 6 months Letter of appointment

Heather Rabbatts 01/03/21 16/02/21 6 months 6 months Letter of appointment

Annie Murphy 06/09/23 31/05/23 6 months 6 months Letter of appointment

Kumsal Bayazit Besson 01/12/23 21/08/23 6 months 6 months Letter of appointment

Loraine Woodhouse 01/10/24 04/09/24 6 months 6 months Letter of appointment

Copies of service contracts are available for inspection at the Company’s head office.

Payments to past directors and payments for loss of office (audited information)

The only payments made to John Bason in relation to his role as Finance Director since his retirement are those detailed on page 147

of our 2022 annual report in respect of his participation in incentive schemes up to his leaving date.

In line with those terms 37,981 shares in respect his 2021 LTIP award will vest on 19 November 2024, reflecting the performance

assessment of 96.75% of maximum (see page 116 for details), and time pro-rating for the 19 out of 36 months of the performance

period that he worked. Consistent with the terms of this award he will receive dividend equivalent payments of £60,276.

His 2021 STIP share award will also vest on 19 November 2024 following the completion of the deferral period.

No payments for loss of office were made in the year.

Executive directors serving as non-executive directors

To encourage self-development and external insight, the Committee has determined that, with the consent of both the Chairman and

the Chief Executive, executive directors may serve as non-executive directors of other companies in an individual capacity, retaining

any fees earned. Neither individual currently holds such other roles.

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 124 | Annual Report 2024

Non-executive Directors’ remuneration (audited information)

Fees Fixed pay Variable pay

Single total figure of

remuneration

2024

2023

2024

2023

2024

2023

2024

2023

£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000

Michael McLintock

453

436

453

436

–

453

436

Richard Reid

151

147

151

147

–

151

147

Emma Adamo

–

Wolfhart Hauser

–

Graham Allan

107

–

107

Heather Rabbatts

105

–

105

Annie Murphy

–

Kumsal Bayazit Besson

–

Loraine Woodhouse

–

1. Wolfhart Hauser left the Board on 18 January 2024.

2. Graham Allan was appointed as Remuneration Committee Chair on 1May 2023.

3. Heather Rabbatts was appointed as Senior Independent Director on 1May 2023.

4. Annie Murphy joined the Board on 6September 2023.

5. Kumsal Bayazit Besson joined the Board on 1December 2023.

6. Loraine Woodhouse joined the Board on 1October 2024.

Non-executive Directors’ remuneration

Non-executive directors’ fees were reviewed during 2024 and it was determined that increases should be made as shown below.

Fees effective

1 Dec 2024

Fees effective

1 Dec 2023

Chairman

£476,500

£460,000

Additional fee for Senior Independent Director responsibilities

£25,000

Additional fee for Committee Chair (Audit/Remuneration only)

£27,000

Additional fee for responsibility for workforce engagement

£25,000

Director

£85,000

£81,750

Non-executive Directors’ shareholdings and share interests (audited information)

The following shareholdings are ordinary shares of Associated British Foods plc unless stated otherwise. The interests remained the

same at 5November 2024.

Total

Total 2024

September

2024

16 September

2023

total holding

as % of

annualfee

Michael McLintock

24,000

24,000 116 %

Richard Reid

3,347

3,347 49 %

Emma Adamo

Wittington Investments Limited, ordinary shares of 50p

1,011

1,011 –

Associated British Foods plc, ordinary shares of 5

511,234

511,234 13,887 %

Wolfhart Hauser

7,161

7,161 581 %

Graham Allan

10,000

10,000 204 %

Heather Rabbatts

395

– 8 %

Annie Murphy

1,830

– 52 %

Kumsal Bayazit Besson

2,930

– 99 %

Loraine Woodhouse

–

– -

1. Calculated using share price as at close of business on 13 September 2024 of 2,189p.

2. Emma Adamo is a director of Wittington Investments Limited which, together with its subsidiary, Howard Investments Limited, held 421,243,985 ordinary

shares in Associated British Foods plc as at 14 September 2024.

3. Wolfhart Hauser’s shareholding is shown as at 18 January 2024 when his appointment ended.

Associated British Foods plc | 125 | Annual Report 2024

Total shareholder return (TSR) performance and Chief Executive’s pay

The performance graph below illustrates the performance of the Company over the 10 years from September 2014 to September

2024 in terms of total shareholder return compared with that of the companies comprising the FTSE 100 index.

Thisindex has been selected because it represents a cross-section of leading UK companies and Associated British Foods is a part

ofthe index.

In addition, the table below the graph provides a summary of the total remuneration of the Chief Executive over the last 10 years.

Value of a hypothetical £100 investment

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

0.00

25.00

50.00

75.00

100.00

125.00

150.00

175.00

200.00

ABF

FTSE 100

Source: DataStream Return Index

2015 2016 2017 2018 2019 2020 2021 2022 2023

2024

Single total figure

remuneration 3,056 3,133 4,849 3,843 4,204 1,138 3,329 2,286 4,316 6,053

(£’000)

Annual variable element –

STIP (% of maximum) 44.46 % 86.75 % 97.47 % 50.34 % 73.37 % 0.00 % 52.50 % 51.09 % 67.17 % 85.63 %

Long-term variable

element – LTIP (% of

maximum) 18.54 % 0.00 % 51.02 % 100.00 % 57.13 % 0.00 % 40.00 % 0.00 % 58.46 % 96.75 %

Relative importance of spend on pay

A year-on-year comparison of the relative importance of pay with significant distributions to shareholders and taxes paid is shown

below. Taxes paid represents part of our societal contribution, alongside the activities detailed in our Responsibility Report.

2024

£m

2023

£m

Change

Pay spend for Group

3,408

3,158 8

Dividends relating to period

666

459 45

Taxes paid

340

341 –

Shareholder voting

We were pleased last year that 99.69% of our investors supported the Directors’ Remuneration Report, as shown below.

Resolution

Dates of AGM Votes for Votes against Votes withheld

Directors’ Remuneration Policy 2022 December 2022 92.37 % 7.63 % 2,539,398

Directors’ Remuneration Report 2023 December 2023 99.69 % 0.31 % 101,291

We look forward to reconnecting with investors on the topic of executive remuneration over the course of 2024/25 as we review our

Remuneration Policy.

DIRECTORS’ REMUNERATION REPORT CONTINUED

Associated British Foods plc | 126 | Annual Report 2024

Members of the Remuneration Committee

In the financial year and as at the date of this report, members and Chair of the Committee have been as follows:

Role on Committee Independence

Year of

appointment

Meetings

attended

Wolfhart Hauser Member Independent Director (until January 2024) 2015 2/2

Richard Reid Member Independent Director 2016 4/4

Michael McLintock Member Chairman 2017 4/4

Graham Allan Chair Independent Director 2018 4/4

Heather Rabbatts Member Senior Independent Director 2021 3/4

Annie Murphy Member Independent Director 2023 4/4

Kumsal Bayazit Besson Member Independent Director 2023 3/3

Loraine Woodhouse Member Independent Director 2024 0/0

The Chairman was considered independent on appointment and, as such, is a member of the Committee. George Weston

(ChiefExecutive), Sue Whalley (Chief People and Performance Officer) and Julie Withnall (Group Director of Reward) attend the

meetings of the Committee. No individual is present when their own remuneration is considered.

Role of the Committee

The Committee is responsible to the Board for determining:

• the Remuneration Policy for the executive directors and Chairman, considering internal and external trends on remuneration;

• the overall policy for remuneration of the Chief Executive’s direct reports;

• the design and monitoring of the operation of any Company share plans;

• stretching performance targets for executive directors to encourage enhanced performance;

• an approach that fairly and responsibly rewards contribution to the Company’s long-term success; and

• the specific terms and conditions of employment of each executive director, ensuring that contractual terms and payments made

on termination are fair to the individual and Company, that failure is not rewarded and loss is mitigated.

The Committee’s remit is set out in detail in its terms of reference, which are reviewed regularly to ensure that they are compliant

with the latest corporate governance requirements and were most recently updated in November 2022. They are available from the

corporate governance section of our website at www.abf.co.uk.

Remuneration Committee advisers and fees

Following a competitive tender the Committee appointed Deloitte LLP (Deloitte) in March 2020 to provide independent advice to the

Committee. Deloitte are members of the Remuneration Consultants Group and adhere to its Code of Conduct in relation to executive

remuneration consulting. The Committee is satisfied that the advice it received in the year was objective and independent and that

Deloitte did not have any connections with the Company or any individual directors which may impair their independence. This advice

included independent meetings with the Committee Chair during the year. During the year, other services that Deloitte provided to

the Company were corporate and employment tax advice, advice related to transactions, and risk and controls-related advisory work.

The fees paid to Deloitte for Committee assistance over the past financial year totalled £100,100.

Herbert Smith Freehills LLP and Addleshaw Goddard LLP provide the Company with legal advice. Their advice is made available

totheCommittee, where it relates to matters within its remit.

Compliance

Where information in this report has been audited by Ernst & Young LLP, it has been clearly indicated. The report has been prepared

in line with the requirements of The Large and Medium-sized Companies Regulations (as amended), the recommendations of the UK

Corporate Governance Code (July 2018) and the requirements of the UK Listing Rules.

The Directors’ Remuneration Report was approved by the Board and signed on its behalf by

Paul Lister

Company Secretary

5November 2024

Associated British Foods plc | 127 | Annual Report 2024

The directors of Associated British Foods plc present their report

for the 52 weeks ended 14 September 2024, in accordance with

section 415 of the Companies Act 2006. TheFinancial Conduct

Authority’s Disclosure Guidance and Transparency Rules and

UKListing Rules also require the Company to make certain

disclosures, some of which have been included in other

appropriate sections of the Annual Report and Accounts.

The information set out on page 131 and the following cross-

referenced material, which would otherwise be required to be

disclosed in this Directors’ Report, is incorporated into this

Directors’ Report:

• likely future developments in the Group’s business

(pages 1to 47);

• greenhouse gas emissions and energy consumption

(page 62 to 63);

• the Board of Directors (pages 90 and 91);

• information on our employees including disabled persons

(pages 58 to 60; 101 to 102; 121);

• information on how the directors keep employees informed

onand involved with the Company’s performance (pages 48;

95 to 96);

• information on how the directors have engaged with

employees (including those in the UK), have had regard

toemployee interests and the effect of that regard on the

Company’s principal decisions (pages 48 to 53; 58 to

60;95to96);

• information on how the directors have had regard to the need

to foster the Company’s business relationships with suppliers,

customers and others and the effect of that regard, including

on the principal decisions taken by the Company during the

year (pages 48 to 65); and

• the Corporate Governance Statement (pages 88 to 127).

Results and dividends

The consolidated income statement is on page 142. Proﬁt for

theﬁnancial year attributable to equity shareholders amounted

to£1,455m.

The directors recommend a final dividend of 42.3p per ordinary

share to be paid, subject to shareholder approval, on 10January

2025. Together with the interim dividend of 20.7p per share paid

on 5July 2024, this amounts to 63.0p for the year. See page 162

for the note on dividends. In addition, a special dividend of27.0p

is proposed by the directors as an interim dividend which will

also be paid on 10January 2025 to holders of ordinary shares

onthe register at the close of business on 13December 2024.

Shareholder approval for this special dividend is not required.

Directors

The names of the persons who were directors of the Company

during the financial year and as at 5November 2024 appear

onpage 97.

Appointment of directors

The Articles give directors the power to appoint and replace

directors. Under the terms of reference of the Nomination

Committee, any appointment must be recommended

bytheNomination Committee for approval by the Board.

Apersonwhois not recommended by the directors may only be

appointed as a director where details of that director have been

provided at least seven and not more than 35 days prior to the

relevant meeting by at least two members of the Company.

The Articles require all directors to retire and seek re-election

ateach AGM in line with the 2018 Code.

Detailsofunexpiredterms of directors’ service contracts are set

out in the Directors’ Remuneration Report on page 124.

Power of directors

The directors are responsible for managing the business of

theCompany and may exercise all the powers of the Company

subject to the provisions of relevant statutes, to any directions

given by special resolution and to the Articles. The Articles, for

example, contain specific provisions and restrictions concerning

the Company’s power to borrow money. Powers relating to

theissuing of shares are also included in the Articles and such

authorities are renewed by shareholders at the AGM each year.

Directors’ indemnities and insurance

The directors of a subsidiary company that acts as trustee of

apension scheme benefitted from a qualifying pension scheme

indemnity provision during the financial year and at the date

ofthis report.

The Company has in place appropriate directors’ and ofﬁcers’

liability insurance cover in respect of legal action against its

executive and non-executive directors, amongst others.

Directors’ share interests

Details regarding the share interests of the directors (and their

persons closely associated) in the share capital of the Company,

including any interests under the Restricted Share Plan, LTIP and

any deferred awards, are set out in the Directors’ Remuneration

Report on pages 123 and 125.

Disclosures required under UK Listing Rule 6.6.1R

The following table is included to meet the requirements of UK

Listing Rule 6.6.1R. The information required to be disclosed by

UK Listing Rule 6.6.1R, where applicable to the Company, can

be located in the Annual Report at the references set out below.

Information required Location in Annual Report

(1) Amount of interest

capitalised by the Group Note 4 on page 160

(3) Long term incentive

scheme See page 122

(11) Shareholder waiver

ofdividends Note 24 on page 181

(12) Shareholder waiver

offuture dividends Note 24 on page 181

(13) Board statement on

carrying on business

independently from controlling

shareholders Directors’ Report on page 129

Paragraphs (2), (4), (5), (6), (7), (8), (9) and (10) of UK Listing Rule 6.6.1R

arenotapplicable.

Relationship with controlling shareholders

Any person who exercises or controls, on their own or together

with any person with whom they are acting in concert, 30%

ormore of the votes able to be cast at general meetings

ofacompany is known as a ‘controlling shareholder’ under

theUKListing Rules.

DIRECTORS’ REPORT

Directors’ Report

Associated British Foods plc | 128 | Annual Report 2024

Wittington Investments Limited (‘Wittington’) and, through

theircontrol of Wittington, the trustees of the Garfield Weston

Foundation (the ’Foundation’) are controlling shareholders of the

Company. Certain other individuals, including certain members

ofthe Weston family who hold shares in the Company (and

including two of the Company’s directors, George Weston and

Emma Adamo) are, under the UK Listing Rules, treated as acting

in concert with Wittington and the trustees of the Foundation

and are therefore also treated as controlling shareholders of the

Company. Wittington, the trustees of the Foundation and these

individuals together comprise the controlling shareholders of the

Company and, as at 14 September 2024, had a combined

interest in approximately 60.3% of the Company’s voting rights.

On 14November 2014 the Company entered into a relationship

agreement with Wittington and the trustees of the Foundation

(the ‘Relationship Agreement’) as required by the then provisions

of the UK Listing Rules. The Relationship Agreement remains in

force and contains certain independence-related undertakings

from the controlling shareholders.

The Board confirms that, as required by UK Listing Rule

6.6.1(13)R, the Company is able to carry on the business it

carries on as its main activity independently from its controlling

shareholders at all times.

Major interests in shares

During the period under review, and up until 1 November 2024,

the Company received the following formal notifications under

the Disclosure Guidance and Transparency Rules of material

interests in its shares:

Shareholder Number of

ordinary shares

% of issued

share capital

Date of notification

of interest

Wittington

Investments

Limited

421,243,985 56.1 % 3 June 2024

Further details of the Company’s controlling shareholders for the

purpose of the UK Listing Rules who, as at 14 September 2024,

had a combined interest in approximately 60.3% of the voting

rights, are set out above.

Share capital

Details of the Company’s share capital and the rights attached

tothe Company’s shares are set out in note 22 on page 179.

TheCompany has one class of share capital: ordinary shares

of5

p. The rights and obligations attaching to these shares

are governed by English law and the Articles.

No shareholder holds securities carrying special rights with

regard to the control of the Company. There are no restrictions

on voting rights.

There are no restrictions on the holding or transfer of the

ordinary shares other than the standard restrictions for an

English incorporated company.

Authority to issue shares

At the last AGM, held on 8December 2023, authority was given

to the directors to allot shares in the Company up to an aggregate

nominal amount equivalent to two thirds of the shares in issue

(of which one third must be offered by way of rights issue).

Thisauthority expires on the date of this year’s AGM to be

heldon 6December 2024. No such shares have been issued.

Thedirectors propose to renew this authority at the 2024 AGM

for the forthcoming year.

A further special resolution passed at the 2023 AGM granted

authority to the directors to allot equity securities in the Company

for cash, without regard to the pre-emption provisions of the

Companies Act 2006 in certain circumstances. This authority also

expires on the date of the 2024 AGM and the directors will seek

to renew this authority for the forthcoming year.

Authority to purchase own shares

The Companies Act 2006 empowers the Company to purchase

its own shares subject to the necessary shareholder approval.

Atthe last AGM, authority was given to the directors to allow the

Company to purchase its own shares. This authority expires on

the date of this year’s AGM. The directors propose to renew this

authority at the 2024 AGM for the forthcoming year.

During the financial year, the Company continued to buy back

shares under its announced share buyback programmes in order

to reduce the capital of the Company. In the financial year, the

Company purchased a total of 23,649,281 of its ordinary shares

of 5

p (being approximately 3.1% of called-up share capital)

for a total consideration of approximately £557,710,000. All such

shares were subsequently cancelled. Further details of the

Company’s share capital are set out on page 179.

Amendment to Articles

Any amendments to the Articles may be made in accordance

with the provisions of the Companies Act 2006 by way of special

resolution of the shareholders.

Significant agreements – change of control

The Group has contractual arrangements with many parties

including directors, employees, customers, suppliers and

bankinggroups. The following arrangements are considered to

besignificant in terms of their potential impact on the business

ofthe Group as a whole and could alter or terminate on a

changeof control of the Company:

• the Group has a number of borrowing facilities provided by

various banking groups. These facility agreements generally

include change of control provisions which, in the event

ofachange of control of the Company, could result in their

renegotiation or withdrawal. The most signiﬁcant of these is

a£1.5bn syndicated loan facility dated 9June 2022, maturing

inJune 2029, which was undrawn at the year end. In the

eventof a change in control of the Company, the lenders

mayrequest cancellation of the commitment and repayment

ofanyoutstanding amounts; and

Associated British Foods plc | 129 | Annual Report 2024

• on 16February 2022, the Company issued £400m 2.5% Notes

due 16June 2034 (‘the Notes’). In the event of a change of

control ofthe Company, in certain circumstances set out in

the Terms and Conditions of the Notes as set out in the

Prospectus dated 14 February 2022 (which is available on the

Company’s website at www.abf.co.uk), noteholders shall have

the option to require the Company to redeem or repay the

notes at their principal amount together with interest accrued

to (but excluding) the date of redemption or purchase.

There are no agreements between the Company and its

directorsor employees providing for compensation for loss of

office or employment that occurs as a result of a takeover bid.

Political donations

During the year, the Group did not make any political donations

orincur any political expenditure (within the ordinary meaning

ofthose words) in the UK. However, under the wider definition

of those terms in Part 14 of the Companies Act 2006, the

Company and subsidiaries of the Company paid costs totalling

approximately £12,200, predominantly relating to attendance of

employees at events at the Conservative and Labour Party

Conferences, which could potentially fall within that wider

definition. The Group did not make any contributions to non-UK

political parties during the year.

Charitable donations

Companies within the Group contribute significant sums to

charities of their choice. In addition, the dividends paid by the

Company to its shareholders are the principal source of funding

of the Garfield Weston Foundation. The Foundation is one of the

UK's leading grant-making charitable institutions and, in its last

financial year, donated some £100m to charities.

Financial risk management

Details of the Group’s use of financial instruments, together

withinformation on our risk management objectives and policies,

including the policy for hedging each major type of forecasted

transaction for which hedge accounting is used, and our exposure

to price, credit, liquidity, cash flow and interest rate risks, can be

found in note 26 starting on page 183.

Research and development

Innovative use of existing and emerging technologies will

continue to be crucial to the successful development of new

products and processes for the Group.

The Company has a technical centre in the UK at the Allied

Technical Centre. R&D facilities also exist across the Group,

including at: ACH Food Companies inthe USA; AB Mauri in

Australia and the Netherlands (including the Global Technology

Centre); AB Enzymes in Germany; and our (now wholly-owned)

Roal pilot plant in Rajamäki, Finland. These centres support the

technical resources ofthe trading divisions in the search for new

technology and inmonitoring and maintaining high standards

ofquality and food safety. The Company also acquired National

Milk Records plc in 2023 which investsin an innovative range

ofmilk quality, herd health and genomictesting services,

generating data and building robust insightsthat empower

farmers to make informed decisions oncowproductivity.

Branches

The Company, through various subsidiaries, has established

branches in a number of different countries in which the

Groupoperates.

Disclosure of information to auditor

Each of the directors who held office at the date of approval

ofthis Directors’ Report conﬁrms that:

• so far as each director is aware, there is no relevant audit

information of which the Company’s auditor is unaware; and

• each director has taken all the steps that they ought to have

taken as a director to make themself aware ofany relevant

audit information and to establish that the Company’s auditor

is aware of that information.

For these purposes, relevant audit information means information

needed by the Company’s auditor in connection with the

preparation of its report on pages 132 to 139.

Auditor

Resolutions for the reappointment of Ernst & Young LLP as

auditor of the Company and to authorise the Audit Committee

todetermine its remuneration are to be proposed at the

forthcoming AGM.

Annual general meeting

The AGM will be held on 6December 2024 at 11.00 am.

Detailsof the resolutions to be proposed are set out in a

separate Notice of AGM which accompanies this report for

shareholders receiving hard copy documents and which is

available at www.abf.co.uk for those who elected to receive

documents electronically. All resolutions for which notice has

been given will be decided on a poll.

The Directors’ Report was approved by the Board and signed

onits behalf by

Paul Lister

Company Secretary

5November 2024

Associated British Foods plc

Registered ofﬁce:

Weston Centre

10 Grosvenor Street

London W1K 4QY

Company No. 293262

DIRECTORS’ REPORT CONTINUED

Associated British Foods plc | 130 | Annual Report 2024

Statement of directors’ responsibilities in respect

of the Annual Report and the financial statements

The directors are responsible for preparing the Annual Report

andthe Group and parent company financial statements

inaccordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent

company financial statements for each financial year. Under that

law they are required to prepare the Group ﬁnancial statements

in accordance with Adopted IFRS and have elected to prepare

the parent company ﬁnancial statements in accordance with UK

Accounting Standards, including FRS 101.

Under company law the directors must not approve the ﬁnancial

statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and parent company and

of their profit or loss for that period.

In preparing each of the Group and parent 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;

• for the Group ﬁnancial statements, state whether they have

been prepared in accordance with Adopted IFRS;

• for the parent company ﬁnancial statements, state whether

applicable UK Accounting Standards have been followed,

subject to any material departures disclosed and explained

inthe parent company ﬁnancial statements; and

• prepare the ﬁnancial statements on the going concern basis

unless it is inappropriate to presume that the Group and

theparent company will continue in business.

The directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the parent

company’s transactions and disclose with reasonable accuracy at

any time the ﬁnancial position of the parent company and enable

them to ensure that its ﬁnancial statements comply with the

Companies Act 2006. They have general responsibility for taking

such steps as are reasonably open to them to safeguard the

assets of the Group and to prevent and detect fraud and

otherirregularities.

Under applicable law and regulations, the directors are also

responsible for preparing a Strategic Report, Directors’ Report,

Directors’ Remuneration Report and Corporate Governance

Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity

of the corporate and ﬁnancial information included on the

Company’s website. Legislation in the UK governing the

preparation and dissemination of ﬁnancial statements may

differfrom legislation in other jurisdictions.

Responsibility statement of the directors inrespect

of the Annual Report

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit or

loss of the Company and the undertakings included in the

consolidation taken as a whole; and

• the Strategic 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.

On behalf of the Board

Michael McLintock

Chairman

George Weston

Chief Executive

Eoin Tonge

Finance Director

5November 2024

Statement of directors’ responsibilities

Associated British Foods plc | 131 | Annual Report 2024

Opinion

In our opinion:

• Associated British Foods plc’s consolidated financial

statements and parent company financial statements

(the“financial statements”) give a true and fair view of

thestate ofthe Group’s and of the parent company’s affairs

asat14 September 2024 and of the Group’s profit for the

52weeksthen ended;

• the consolidated financial statements have been properly

prepared in accordance with UK adopted international

accounting standards;

• the parent company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice; and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements of Associated British

Foods plc (the ‘parent company’) and its subsidiaries (the ‘Group’)

for the 52 weeks ended 14 September 2024 which comprise:

Group Parent company

Consolidated balance sheet

as at 14 September 2024

Balance sheet as at

14 September 2024

Consolidated income statement

forthe 52 weeks then ended

Statement of changes in

equity for the 52 weeks

then ended

Consolidated statement of

comprehensive income for the

52weeks then ended

Related notes

1 to 11 to

the financial statements

including material

accounting policy

information

Consolidated statement of

changesin equity for the 52 weeks

then ended

Consolidated statement of cash

flows for the 52 weeks then ended

notes 1 to 30 to the financial

statements, including material

accounting policy information

The financial reporting framework that has been applied in the

preparation of the consolidated financial statements is applicable

law and UK adopted international accounting standards.

Thefinancial reporting framework that has been applied in

thepreparation of the parent company financial statements

isapplicable law and United Kingdom Accounting Standards,

including FRS 101 “Reduced DisclosureFramework”

(UnitedKingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Ourresponsibilities under those standards are further described

in the Auditor’s responsibilities for the audit of the financial

statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate

toprovide a basis for our opinion.

Independence

We are independent of the Group and parent company in

accordance with the ethical requirements that are relevant to our

audit of the financial statements in the UK, including the FRC’s

Ethical Standard as applied to listed public interest entities, and

we have fulfilled our other ethical responsibilities in accordance

with these requirements.

The non-audit services prohibited by the FRC’s Ethical Standard

were not provided to the Group or the parent company and

weremain independent of the Group and the parent company

inconducting the audit.

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

parent company’s ability to continue to adopt the going concern

basis of accounting included:

• Understanding the process undertaken by management

toevaluate the economic impacts of the principal risks on

theGroup and to reflect these in the Group’s forecasts for

thegoing concern period until 28February 2026;

• Assessing the reasonableness of forecasts underpinning

thegoing concern assessment which are based on the

Board-approved budget;

• Analysing the historical accuracy of forecasting by comparing

management’s forecasts to actual results, for 2024

andthrough the post-balance sheet period and performing

inquiries to the date of this report to determine whether

forecast cash flows are reliable based on past experience;

• Considering whether the Group’s forecasts in the going concern

assessment were consistent with other forecasts used by

theGroup in its accounting estimates, including impairment;

• Confirming the opening cash and cash equivalents to the

financial statements and the Group’s facilities to the

agreements and third party confirmations and agreeing the

terms of the facilities to the underlying contracts;

• Considering the downside scenario identified by management

in their assessment on page 87, assessing whether there

areany other scenarios which should be considered, and

assessing whether the quantum of the impact of the

downside scenario in the going concern period was

sufficiently severe whilst remaining plausible;

• Testing the clerical accuracy of the model used to prepare

theGroup’s going concern assessment;

• Performing a reverse stress test to establish the decrease

inliquidity that would lead to overall liquidity being exhausted

and considering whether this scenario was plausible; and

• Assessing the appropriateness of the Group’s disclosure

concerning the going concern basis of preparation.

The audit procedures performed to address this risk were

performed by the Group audit team.

We observed that the Group achieved the forecasts that it was

targeting in 2024. Weobserved the significant liquidity that the

Group has at itsdisposal that can be utilised if the modelled

downside was tomaterialise. The Group has the facilities

disclosed in note 26which includes details of the maturities

ofthose facilities.

INDEPENDENT AUDITOR’S REPORT

Independent Auditor’s report to the

members of Associated British Foods plc

Associated British Foods plc | 132 | Annual Report 2024

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 parent company’s ability to continue as a going

concern to 28February 2026.

In relation to the Group and parent company’s reporting on how

they have applied the UK Corporate Governance Code, we have

nothing material to add or draw attention to in relation to the

directors’ statement in the financial statements about whether

the directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections

of this report. However, because not all future events or

conditions can be predicted, this statement is not a guarantee

asto the Group’s ability to continue as a going concern.

Overview of our audit approach

Audit

scope

• We performed an audit of the complete

financial information of 107 components

andaudit procedures on specific balances

fora further 11 components.

• The components where we performed full

orspecific audit procedures accounted for

87% of adjusted profit before taxation,

87%of revenue and 85% of total assets.

Key audit

matters

• Assessment of the carrying value of goodwill,

other intangible assets, property, plant and

equipment, investment properties and

right-of-use assets.

• Taxation provisions.

• Revenue recognition, including the risk

ofmanagement override.

Materiality

• We used a Group materiality of £98m

whichrepresents 5% of adjusted profit

beforetaxation.

An overview of the scope of the parent company

and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and

our allocation of performance materiality determine our audit

scope for each company within the Group.

Taken together, this enables us to form an opinion on the

consolidated financial statements. We take into account the

levelof revenue and adjusted profit before taxation, risk profile

(including country risk, controls and internal audit findings and

the extent of changes in management, systems and processes

and the business environment) and other known factors when

assessing the level of work to be performed at each entity.

In assessing the risk of material misstatement to the

Groupfinancial statements, and to ensure we had adequate

quantitative coverage of significant accounts in the financial

statements, of the 539 reporting components of the Group,

weselected 118 components, which represent the principal

business units within the Group.

Of the 118 components selected, we performed an audit of the

complete financial information of 107 components (“full scope

components”) which were selected based on their size or risk

characteristics. For the remaining 11 components (“specific

scope components”), we performed audit procedures on specific

accounts within that component that we considered had the

potential for the greatest impact on the significant accounts

inthe financial statements either because of the size of these

accounts or their risk profile.

The reporting components where we performed audit

procedures accounted for 87% (2023 – 88%) of the Group’s

adjusted profit before taxation, 87% (2023 – 87%) of the Group’s

revenue and 85% (2023 – 86%) of the Group’s total assets.

Forthe current period, the full scope components contributed

83% (2023 – 79%) of the Group’s adjusted profit before taxation,

84% (2023 – 84%) of the Group’s revenue and 83% (2023 – 83%)

ofthe Group’s total assets. The specific scope components

contributed 4% (2023 – 9%) of the Group’s adjusted profit

before taxation, 3% (2023 – 3%) of the Group’s revenue and

2%(2023 – 3%) of the Group’s total assets. The audit scope

ofthese components may not have included testing of all

significant accounts of thecomponent but will have contributed

to the coverage of significant accounts tested for the Group.

Of the remaining 421 components that together represent

13%of the Group’s adjusted profit before taxation, none are

individually greater than 1% of the Group’s adjusted profit before

taxation. For these components, we performed other procedures,

including analytical review, testing of consolidation journals

andintercompany eliminations and foreign currency translation

recalculations to respond to any potential risks of material

misstatement to the Group financial statements.

The charts below illustrate the coverage obtained from the work

performed by our audit teams.

Adjusted profit before taxation

Full scope components

83 %

Specific scope components

4 %

Other procedures

13 %

Revenue

Full scope components 84 %

Specific scope components 3 %

Other procedures 13 %

Total assets

Full scope components 83 %

Specific scope components 2 %

Other procedures 15 %

Associated British Foods plc | 133 | Annual Report 2024

Involvement with component teams

In establishing our overall approach to the Group audit, we

determined the type of work that needed to be undertaken at

each of the components by us, as the Group audit engagement

team, or by component auditors from other EY global network

firms operating under our instruction. Of the 107 full scope

components, audit procedures were performed on 34 of these

directly by the Group audit team and 73 by component audit

teams. For the 11 specific scope components, where the work

was performed by component auditors, we determined the

appropriate level of involvement to enable us to determine that

sufficient audit evidence had been obtained as a basis for our

opinion on the Group as a whole.

During the current audit cycle, we completed a combination

ofphysical visits to component teams and alternative oversight

procedures, including video meetings and live reviews of our

local audit teams’ working papers based on the risk and size of

the components. Our physical visits included the senior statutory

auditor visiting components in Ireland, Malawi, the United States

of America and the United Kingdom and other senior members

of theprimary team physically visiting components in the United

States of America, the Netherlands, Thailand, Switzerland, South

Africa, Spain, Italy, the United Kingdom, Turkey and Poland.

Thealternative oversight procedures involved using video

technology to meet with our component teams to discuss and

direct their audit approach. We utilised our global audit software

to review key working papers, oversee the work performed

inresponse tothe risk areas including asset impairment, tax

provisions and revenue recognition and to assess the significant

audit findings. We also held meetings with local management

andobtained updates on IT systems implementations and

localmatters including tax, pensions and legal. The Group audit

team interacted regularly with the component teams where

appropriate during various stages of the audit, reviewed

keyworking papers and were responsible for the scope and

directionof the audit process. This, together with the additional

procedures performed at a consolidated level, gave us appropriate

evidence for our opinion on the Group financialstatements.

Climate change

Stakeholders are increasingly interested in how climate

changewill impact Associated British Foods plc. The Group

hasdetermined that the most significant future impacts from

climate change on their operations will be from the impact

onkey agricultural crops, the impact of flooding on end to

endsupply chain including operations, resilience of workers

tomitigate/adapt to climate change and transition risks as the

worldreduces its reliance on Carbon. These are explained on

pages 67 to 70 in the Task Force On Climate Related Financial

Disclosures and on pages 78 to 86 in the principal risks and

uncertainties. The Group does not set group-wide climate-related

commitments, in line with their devolved business model, rather

the separate businesses set plans and commitments appropriate

to their operations and supply chains. They have explained their

climate commitments for ABF Sugar and Primark, on pages

70to 77. All of these disclosures form part of the “Other

information”, rather than the audited financial statements.

Ourprocedures on these unaudited disclosures therefore

consisted solely of considering whether they are materially

inconsistent with the financial statements or our knowledge

obtained in the course of the audit or otherwise appear

tobematerially misstated, in line with our responsibilities

on“Otherinformation”.

In planning and performing our audit, we assessed the potential

impacts of climate change on the Group’s business and any

consequential material impact on its financial statements.

The Group has explained in Material accounting policies (Climate

change) how they have reflected the impact of climate change in

their financial statements. These disclosures also explain where

governmental and societal responses to climate change risks

arestill developing, and where the degree of certainty of these

changes means that they cannot be taken into account when

determining asset and liability valuations under the requirements

of UK adopted International Accounting Standards.

Whilst the Group have stated their commitment to the aspirations

of the Paris Agreement to achieve net zero emissions by 2050,

they are currently unable to determine the full future economic

impact on their business model, operational plans and customers

to achieve this and therefore as set out above the potential

impacts are not fully incorporated in these financial statements.

Our audit effort in considering the impact of climate change on

the financial statements was focused on evaluating management’s

assessment of the impact of climate risk, physical and transition,

their climate commitments, the effects of material climate risks

disclosed on pages 85 to 86 and whether these have been

appropriately reflected in asset values where these are determined

through modelling future cash flows, being goodwill, other

intangible assets, property, plant and equipment, investment

properties, right-of-use assets and deferred tax assets. As part

ofthis evaluation, we performed our own risk assessment,

supported by our climate change internal specialists, to

determine the risks of material misstatement in the financial

statements from climate change which needed to be

consideredin our audit.

We also challenged the Directors’ considerations of climate

change risks in their assessment of going concern and viability

and associated disclosures.

Based on our work, whilst we have not identified the impact

ofclimate change on the financial statements to be a standalone

key audit matter, we have considered the impact on the carrying

value of goodwill, other intangible assets, property, plant and

equipment, investment properties and right-of-use assets key

audit matter. Details of the impact, our procedures and findings

are included in our explanation of the key audit matter below.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, 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) that we identified. These matters included those

whichhad the greatest effect on: the overall audit strategy;

theallocation of resources in the audit; and directing the efforts

ofthe engagement team. These matters were addressed in the

context of our audit of the financial statements as a whole, and

in our opinion thereon, and we do not provide a separate opinion

on these matters.

INDEPENDENT AUDITOR’S REPORT CONTINUED

Associated British Foods plc | 134 | Annual Report 2024

Risk Our response to the risk Key observations

communicated to the

Audit Committee

Assessment of the carrying value

ofgoodwill, other intangible assets,

property, plant and equipment,

investment properties and

right-of-use assets (2024 – £10,354m;

2023 –£9,986m)

The Group has significant carrying

amounts of goodwill, other intangible

assets, property, plant and equipment,

investment properties and right-of-use

assets. The most sensitive impairment

tests covered Jordans Dorset Ryvita

(‘JDR’) (£133m), the Don business

(carrying value £111m) and Azucarera

(carrying value £235m).

Don and JDR continue to operate

inenvironments where there is

significant retailer pressure on price

and competitor activity, which is

further exacerbated by high inflationary

costs and operational challenges.

Azucarera operates in a traded

commodity market and as such is

exposed to trends in market price.

There has been recent downward

pressure on the price of European

sugar which is not expected to abate

in the short term.

There is a risk that these cash

generating units (‘CGUs’) or groups of

CGUs may not achieve the anticipated

business performance to support their

carrying value, or that the estimated

fair value less cost to sell of a disposal

group may not support its carrying

value. This could lead to an impairment

charge that has not been recognised

by management.

Significant estimation is required in

forecasting the future cash flows of

each CGU or, in the case of goodwill,

group of CGUs, together with the rate

at which they are discounted.

This risk existed in the prior year as

well. We focus our audit effort on

those businesses where we believe

there is greater risk of impairment.

Refer to the Audit Committee Report

(page 107); accounting policies (pages

151 to 153); accounting estimates and

judgements (page 154); and notes 8, 9,

10 and 11 to the consolidated financial

statements (pages 164 to 169).

We understood the methodology applied by management in

performing its impairment test for each of the relevant CGUs

orgroups of CGUs and walked through the controls over the

process but did not test their operating effectiveness.

For CGUs where there were indicators of impairment or low

levels of headroom, including the three CGUs described, we

performed detailed testing to critically assess and corroborate

the key inputs to the impairment tests, including:

• Analysing the historical accuracy of budgets to actual results

todetermine whether forecast cash flows are reliable;

• For JDR, we critically challenged and evaluated the key

assumptions adopted in managements’ forecasts. Where

assumptions in our opinion could not be supported or

appeared, in our view, optimistic these have been risk

adjusted and/or removed in our analysis. We calculated the

breakeven level of operating profit required and assessed this

in the context of historical performance of the business;

• For Don, we challenged management’s key assumptions

within the impairment model for optimism and performed an

independent assessment of the fair value of underlying assets.

We used specialists to assess property and brand values in

line with IFRS 13;

• For Azucarera, we challenged the key assumptions adopted

inmanagement’s forecasts by performing stress test analysis

on the key estimates, assessing the impact on the underlying

cash flows. This included sensitising assumptions relating

tocrop yields and the impact of climate factors on these;

• In conjunction with our valuation specialists, assessing the

discount rates used by independently determining a range

ofacceptable rates for each CGU, considering market data

andcomparable organisations, and comparing these ranges

tothe rates used by management;

• Validating the long-term growth rates assumed by comparing

them to economic and industry forecasts that we obtained

independently; and

• Considering any contra evidence obtained during the course

ofthe audit.

For all CGUs we calculated the degree to which the key inputs

and assumptions would need to fluctuate before an impairment

is triggered and we considered the likelihood of this occurring.

We performed our own sensitivities on the Group’s forecasts.

We then determined whether adequate headroom remained

using these sensitivities and our independent assessment.

We assessed the disclosures in notes 8, 9, 10 and 11 against the

requirements of IAS 36, in particular in respect of the requirement

to disclose further sensitivities for CGUs where a reasonably

possible change in a key assumption would cause an impairment.

The JDR, Don and Azucarera CGUs were subject to full scope

audit procedures by the respective component teams, directed,

and reviewed, by the Group audit team.

For JDR, Don and

Azucarera, we concluded

that no impairments

were required at the

period end, based on

theresults of our work.

Assets relating to JDR

and Azucarera remain

sensitive to reasonably

possible changes in key

assumptions.

Management discloses

these sensitivities

appropriately in the

intangible assets and

property, plant and

equipment notes to the

consolidated financial

statements, in

accordance with the

requirements of IAS 36.

Associated British Foods plc | 135 | Annual Report 2024

Risk Our response to the risk Key observations

communicated to the

Audit Committee

Tax provisions for uncertain tax

positions £82m (2023 –£55m)

included within the income tax

liability of £133m (2023 – £109m).

The global nature of the Group’s

operations results in complexities

inthe payment of, and accounting

for,tax.

Management applies judgement

inassessing tax exposures in each

jurisdiction, which require

interpretation of local tax laws.

Given this judgement, there is a risk

that tax provisions are misstated.

This risk existed in the prior year as

well. Refer to the Audit Committee

Report (page 108); accounting policies

(page 150); accounting estimates and

judgements (page 154); and note 5 to

the consolidated financial statements

(pages 161 to 162).

We understood:

• The Group’s process for determining the completeness

andmeasurement of provisions for tax;

• The methodology for the calculation of the tax provision

andconsidered whether this is compliant with IFRIC 23

requirements; and

• Management’s controls over tax reporting but did not test

theoperating effectiveness of these controls.

The Group audit team, including tax specialists, evaluated the tax

positions taken by management in each

significant jurisdiction

inthe context of local tax law outcomes, correspondence with

tax authorities and the status of any tax audits. Our work

utilisedadditional support from country tax specialists in five

jurisdictions where the Group had more significant tax exposures.

We assessed the Group’s transfer pricing judgements,

considering the way in which the Group’s businesses operate

and the correspondence and agreements reached with

taxauthorities.

We considered the impact of BEPS 2.0 to the extent legislation

is enacted and whether this creates any additional tax

uncertainties for which a provision is required.

In evaluating management’s accounting, we developed our own

range of acceptable provisions for the Group’s tax exposures,

based on the evidence we obtained. We then compared

management’s provision to our independently determined range.

We have evaluated the

Group’s tax provisions

and challenged the

judgements applied.

We consider provisions

for uncertain tax

positions to be within an

acceptable range in the

context of the Group’s

overall tax exposures.

INDEPENDENT AUDITOR’S REPORT CONTINUED

Associated British Foods plc | 136 | Annual Report 2024

Risk Our response to the risk Key observations

communicated to the

Audit Committee

Revenue recognition, including

therisk of management override

£20,073m (2023 – £19,750m)

There continues to be pressure

tomeet expectations and targets.

Management reward and incentive

schemes, based on achieving profit

targets and working capital as a

percentage of revenue targets, may

also place pressure on management

tomanipulate revenue recognition.

The majority of the Group’s sales

arrangements are generally

straightforward, being on a point

ofsale basis and requiring little

judgement to be exercised. However,

in the Grocery segment, management

estimates the level of trade promotions

and rebates to be applied to its

salesto customers, adding alevel

ofjudgement to revenue recognition.

Rebates and other promotions are

approximately 3% (2023 – 3%) of the

Group’s gross revenue.

There is a risk that management

mayoverride controls intentionally to

misstate revenue transactions, either

through the judgements made in

estimating rebates in the Grocery

segment or by recording fictitious

revenue transactions across

thebusiness.

This risk existed in the prior year

aswell. Refer to the accounting

policies (page 149) and note 1 to the

consolidated financial statements

(pages 155 to 158).

We understood the revenue recognition policies and how they

are applied, including the relevant controls, we did not test the

operating effectiveness of these controls.

We discussed key contractual arrangements with management

and obtained relevant documentation, including in respect

oftrade promotions and rebate arrangements. Where rebate

arrangements existed, ona sample basis, we obtained third-party

confirmations orperformed appropriate alternative procedures,

including reviewing contracts and recalculating rebates. We also

performed hindsight analysis over changes to prior period rebate

estimates to challenge the assumptions made, including

assessing the estimates for evidence of management bias.

For several businesses, including Primark, as part of our overall

revenue recognition testing, we used data analysis tools on

revenue transactions in the period to test the correlation of

revenue to cash and sample tested to cash receipts to verify

theoccurrence of revenue. This provided us with assurance over

£17.2bn (86%) (2023 – £17.1bn (87%)) of revenue recognised

bythe Group. For those in-scope businesses where we did not

use data analysis tools, we performed alternative procedures

over revenue recognition such as detailed transaction testing

toinvoices and payments.

We performed other audit procedures specifically designed to

address the risk of management override of controls in addition

to the correlation testing including journal entry testing, applying

particular focus to manual journals.

We performed full and specific scope audit procedures over

thisrisk area in 79 locations, which covered 87% of the

Group’srevenue.

The audit procedures performed to address this risk were

performed by component teams and reviewed by the

Groupaudit team.

Based on the procedures

performed, including

those in respect of trade

promotions and rebates

in the Grocery segment,

we did not identify any

evidence of management

override or material

misstatement in the

revenue recognised

inthe period.

Our application of materiality

We apply the concept of materiality in planning and performing

the audit, in evaluating the effect of identified misstatements

onthe audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually

or in the aggregate, could reasonably be expected to influence

the economic decisions of the users of the financial statements.

Materiality provides a basis for determining the nature and

extent of our audit procedures.

We determined materiality for the Group to be £98m

(2023 – £66m), which is 5% (2023 – 5%) of adjusted profit

before taxation. We believe that adjusted profit before taxation

provides us with the most relevant performance measure to the

stakeholders of the entity and therefore have determined Group

materiality based onthis number.We determined materiality for

the parent company to be £79m(2023 – £49m), which is 2%

(2023 – 2%) of equity.

Performance materiality

The application of materiality at the individual account or balance

level. It is set at an amount to reduce to an appropriately low

level the probability that the aggregate of uncorrected and

undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our

assessment of the Group’s overall control environment, our

judgement was that performance materiality was 75% (2023 –

75%) of our planning materiality, namely £73m (2023 – £50m).

Audit work at component locations for the purpose of obtaining

audit coverage over significant financial statement accounts is

undertaken based on a percentage of total performance materiality.

The performance materiality set for each component is based

onthe relative scale and risk of the component to the Group

asawhole and our assessment of the risk of misstatement

atthat component.

In the current year, the range of performance materiality allocated

to components was £2m to £43m (2023 – £1m to £20m).

Associated British Foods plc | 137 | Annual Report 2024

Reporting threshold

An amount below which identified misstatements are

considered as being clearly trivial.

We agreed with the Audit Committee that we would report

tothem all uncorrected audit differences in excess of £1m

(2023– £1m) as well as differences below that threshold that,

inour view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both

thequantitative measures of materiality discussed above and

inlightof other relevant qualitative considerations in forming

ouropinion.

Other information

The other information comprises the information included in the

Annual Report set out on pages 1 to 131, other than the financial

statements and our auditor’s report thereon. The directors are

responsible for the other information contained within the

AnnualReport.

Our opinion on the financial statements does not cover the

otherinformation and, except to the extent otherwise explicitly

stated in this 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 course of 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 this gives rise to a material misstatement

inthe financial statements themselves. If, based on the work

wehave performed, we conclude that there is a material

misstatement of the other information, we are required to

reportthat fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion, the part of the Directors’ Remuneration Report

tobe audited has been properly prepared in accordance with

theCompanies Act 2006.

In our opinion, based on the work undertaken in the course

ofthe audit:

• the information given in the strategic report and the directors’

report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been

prepared in accordance with applicable legal requirements.

Matters on which we are required to report

byexception

In the light of the knowledge and understanding of the

Groupand the parent company and its environment obtained

inthe course of the audit, we have not identified material

misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters

inrelation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

• adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent company financial statements and the part of

theDirectors’ Remuneration Report to be audited are not

inagreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law

are not made; or

• we have not received all the information and explanations

werequire for our audit.

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going

concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group and parent company’s

compliance with the provisions of the UK Corporate Governance

Code specified for our review by the UK Listing Rules.

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 or our knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness

ofadopting the going concern basis of accounting and any

material uncertainties identified set out on page 87

• Directors’ explanation as to their assessment of the

company’s prospects, the period this assessment covers and

why the period is appropriate set out on pages 87;

• Director’s statement on whether they have a reasonable

expectation that the Group will be able to continue in operation

and meets its liabilities set out on pages 87;

• Directors’ statement on fair, balanced and understandable set

out on page 105;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out

onpage 106;

• The section of the Annual Report that describes the review

ofeffectiveness of risk management and internal control

systems set out on page 105; and

• The section describing the work of the Audit Committee set

out on page 104 to 110.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities

Statement set out on page 131 the directors are responsible for

the preparation of the financial statements and for being satisfied

that they give a true and fair view, 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 parent company’s ability

to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis

ofaccounting unless the directors either intend to liquidate the

Group or the parent company or to cease operations, or have

norealistic alternative but to do so.

INDEPENDENT AUDITOR’S REPORT CONTINUED

Associated British Foods plc | 138 | Annual Report 2024

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 (UK) will always

detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken

onthe basis of these financial statements.

Explanation as to what extent 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 irregularities, including

fraud. The risk of not detecting a material misstatement due

tofraud is higher than the risk of not detecting one resulting

from error, as fraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations, or through

collusion. The extent to which our procedures are capable

ofdetecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and

detection of fraud rests with both those charged with

governance of the company and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory

frameworks that are applicable to the Group and determined

that the most significant frameworks which are directly

relevant to specific assertions in the financial statements are

those that relate to the reporting framework (UK adopted

International Accounting Standards, United Kingdom Generally

Accepted Accounting Practice, the Companies Act 2006 and

the UK Corporate Governance Code) and the relevant tax laws

and regulations in the jurisdictions in which the Group

operates. In addition, we concluded that there are certain

significant laws and regulations which may have an effect

onthe determination of the amounts and disclosures in the

financial statements being the UK Listing Rules of the UK

Listing Authority, and those laws and regulations relating

tohealth and safety, employee matters, food standards

andfoodsafety.

• We understood how Associated British Foods plc is complying

with those frameworks by observing the oversight of those

charged with governance, the culture of honesty and ethical

behaviour and whether a strong emphasis is placed on fraud

prevention, which may reduce opportunities for fraud to take

place, and fraud deterrence, which could persuade individuals

not to commit fraud because of the likelihood of detection

andpunishment.

• We assessed the susceptibility of the Group’s financial

statements to material misstatement, including how fraud

might occur by meeting with management from various parts

of the business to understand where it considered there

wassusceptibility to fraud. We also considered performance

targets and their influence on efforts made by management

tomanage earnings or influence the perceptions of analysts.

Weconsidered the programmes and controls that the Group

has established to address risks identified, or that otherwise

prevent, deter and detect fraud; and how senior management

monitors those programmes and controls. To support in these

procedures, we engaged forensics specialists to assist in

assessing risk factors, and where appropriate, to aid in

designing procedures to address the risk.

• Where the risk was considered to be higher, we performed

audit procedures to address each identified fraud risk.

Theseprocedures included testing manual journals and testing

the authorisation of certain significant supplier contracts

andpayments related to capitalisation of assets, and were

designed to provide reasonable assurance that the financial

statements were free from material fraud or error.

• Based on this understanding we designed our audit

procedures to identify non-compliance with such laws and

regulations. Our procedures involved: journal entry testing,

with a focus on manual consolidation journals and journals

indicating large or unusual transactions based on our

understanding of the business; enquiries of legal counsel,

Group management, internal audit, divisional management and

all full and specific scope management; and focused testing,

as referred to in the key audit matters section above.

A further description of our responsibilities for the audit of

thefinancial statements is located on the Financial Reporting

Council’s website at www.frc.org.uk/auditorsresponsibilities.

Thisdescription forms part of our auditor’s report.

Other matters we are required to address

Following the recommendation from the Audit Committee,

wewere appointed by the shareholders on 4 December 2015

toaudit the financial statements for the 52 weeks ending

17September 2016 and subsequent financial periods.

The period of total uninterrupted engagement including previous

renewals and reappointments is nine years, covering the 52

weeks ending 17 September 2016 until the 52 weeks ending

14 September 2024. The audit opinion is consistent with the

additional report to the Audit Committee.

Use of our report

This report is made solely to the company’s members, as a

body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. 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.

Simon O’Neill (Senior Statutory Auditor)

for and on behalf of Ernst & Young LLP,

Statutory Auditor

Birmingham

5November 2024

Associated British Foods plc | 139 | Annual Report 2024

Scope

We have been engaged by Associated British Foods plc (‘Associated British Foods’ or the ‘Group’) to perform a ‘limited assurance

engagement,’ as defined by International Standards on Assurance Engagements, hereafter referred to as the engagement, to report

on the Group selected non-financial indicators as listed below in Table 1 (the ‘Subject Matter’) for the year ended 31 July 2024 (or for

the 52 weeks ended 14 September 2024 for metrics marked with an asterisk) contained in the Group’s 2024 Annual Report and in the

2024 Data subsection of the Responsibility section of the Associated British Foods website (together the ‘Reports’).

The Subject Matter, as listed in Table 1, is also marked with a Δ symbol intheReports:

Table 1. List of selected non-financial indicators

Topic Indicator name

Associated British Foods – Group

Health and

Safety (H&S)

• Number of work-related deaths to employees

• Number of work-related deaths to independent contractors as a result of Associated British Foods’ work activities

• Number of Lost Time Injuries (LTIs) to employees on-site

• Number of LTIs to contractors on-site

• LTIs rate (%) to employees on-site

• LTIs rate (%) to contractors on-site

Environment

• Total energy consumed (GWh)

• Total electricity exported (GWh)

• Percentage of renewable energy (%)

• Total energy exported (GWh)

• Biogenic carbon emissions (tCO

• Greenhouse gas emissions (tCO

e) consisting of

• Scope 1

• Scope 2 location-based

• Scope 2 market-based

• Quantity of non-hazardous waste sent for disposal (tonnes)

• Quantity of hazardous waste sent for disposal (tonnes)

• Quantity of waste sent for recycling or recovery or other beneficial use (tonnes)

• Quantity of packaging used for the containment, protection, handling, delivery and presentation of goods (tonnes)

• Total water abstracted (m

)

• Water reused or recycled (m

)

• Effluent leaving the site for final disposal (m

)

People

• Number of employees*

• Percentage of women in workforce (%)*

Operational

• Tonnes of product

Business segment specific – Primark

Environment

• Greenhouse gas emissions (Scope 1, 2 and 3) (tCO

• Percentage of our clothing unit sales containing recycled or more sustainably sourced materials (%)

• Number of farmers trained in Primark Cotton Project

• Selling space (sqm)*

• Number of countries of operation*

Other than as described in the preceding paragraph, which setsout the scope of our engagement, we did not perform assurance

procedures on the remaining information included inthe Reports, and accordingly, we do not express a conclusion on this information.

INDEPENDENT ASSURANCE STATEMENT

Independent Assurance Statement

toAssociated British Foods plc

Associated British Foods plc | 140 | Annual Report 2024

Criteria applied by Associated British Foods

In preparing the Subject Matter, Associated British Foods has

applied the ‘Methodologies’ and ‘Scope of reporting’ published

within the 2024 Data subsection of the Responsibility section of

the Associated British Foods website (the ‘Criteria’).

Associated British Foods’ responsibilities

Associated British Foods’ management is responsible for

selecting the Criteria, and for presenting the Subject Matter

inaccordance with that Criteria, in all material respects.

Thisresponsibility includes establishing and maintaining internal

controls, maintaining adequate records and making estimates

that are relevant to the preparation of the subject matter,

suchthat it is free from material misstatement, whether due

tofraud or error.

EY’s responsibilities

Our responsibility is to express a conclusion on the presentation

of the Subject Matter based on the evidence we have obtained.

We conducted our engagement in accordance with the

International Standard for Assurance Engagements Other

ThanAudits or Reviews of Historical Financial Information

(‘ISAE3000 (Revised)’ and the terms of reference for this

engagement as agreed with Associated British Foods plc on 28

June 2024. Those standards require that we plan and perform

our engagement to express a conclusion on whether we are

aware of any material modifications that need to be made to

theSubject Matter in order for it to be in accordance with the

Criteria, and to issue a report. The nature, timing, and extent

ofthe procedures selected depend on our judgment, including

an assessment of the risk of material misstatement, whether

due to fraud or error.

We believe that the evidence obtained is sufficient and appropriate

to provide a basis for our limited assurance conclusions.

Our independence and quality management

We have maintained our independence and confirm that

wehave met the requirements of the Code of Ethics

forProfessional Accountants issued by the International

EthicsStandards Board for Accountants, and have the

requiredcompetencies and experience to conduct this

assuranceengagement.

EY also applies International Standard on Quality Management 1,

Quality Management for Firms that Perform Audits or Reviews

of Financial Statements, or Other Assurance or Related Services

engagements, which requires that we design, implement and

operate a system of quality management including policies

orprocedures regarding compliance with ethical requirements,

professional standards and applicable legal and

regulatoryrequirements.

Description of procedures performed

Procedures performed in a limited assurance engagement

varyin nature and timing from, and are less in extent than for

areasonable assurance engagement. Consequently, the level

ofassurance obtained in a limited assurance engagement is

substantially lower than the assurance that would have been

obtained had a reasonable assurance engagement been

performed. Our procedures were designed to obtain a limited

level of assurance on which to base our conclusion and do

notprovide all the evidence that would be required to provide

areasonable level of assurance.

Although we considered the effectiveness of management’s

internal controls when determining the nature and extent of our

procedures, our assurance engagement was not designed to

provide assurance on internal controls. Our procedures did not

include testing controls or performing procedures relating to

checking aggregation or calculation of data within IT systems.

A limited assurance engagement consists of making enquiries,

primarily of persons responsible for preparing the Subject Matter

and related information, and applying analytical and other

appropriate procedures.

Our procedures included:

• Engaging with selected members of the Group's leadership

and senior management to discuss the governance structures

around the preparation of the Subject Matter.

• Meeting with key data owners within each division and

thecentral team to understand the processes for recording,

aggregating, calculating, and reporting the Subject Matter

asitrelates to the Group’s consolidated figures.

• Undertaking analytical procedures on the Subject Matter

andmaking enquiries of management to obtain explanations

for any significant differences we identified.

• Analysing each division’s contribution to the Group’s

consolidated figures to identify material risk areas and applying

analytical procedures to assess the accuracy and

completeness of the Subject Matter, consistent with the

established Criteria.

• Testing, on a sample basis, underlying source information

tocheck the accuracy of the Subject Matter.

• Recalculating the group-level computations to assess

theaccuracy of data aggregation and consolidation for

reportingpurposes.

We also performed such other procedures as we considered

necessary in the circumstances.

Conclusion

Based on our procedures and the evidence obtained, we are not

aware of any material modifications that should be made to the

Subject Matter for the year ended 31 July 2024 (or for the 52

weeks ended 14 September 2024 for metrics marked with an

asterisk), in order for it to be in accordance with the Criteria.

Use of our Assurance Statement

We disclaim any assumption of responsibility for any reliance

onthis assurance statement or its conclusions to any persons,

orfor any purpose other than that for which it was prepared.

Accordingly, we accept no liability whatsoever, whether

incontract, tort or otherwise, to any third party for any

consequences of the use or misuse of this assurance

statementor its conclusion.

Ernst & Young LLP

Birmingham

5November 2024

Associated British Foods plc | 141 | Annual Report 2024

		2024	2023
Continuing operations	Note	£m	£m
Revenue	1	20,073	19,750
Operating costs before exceptional items	2	(18,239)	(18,410)
Exceptional items	2	(35)	(109)
		1,799	1,231
Share of profit after tax from joint ventures and associates	12	117	124
Profits less losses on disposal of non-current assets		16	28
Operating profit		1,932	1,383
Adjusted operating profit	1	1,998	1,513
Profits less losses on disposal of non-current assets		16	28
Amortisation of non-operating intangibles	8	(40)	(41)
Acquired inventory fair value adjustments	2	(2)	(3)
Transaction costs	2	(5)	(5)
Exceptional items	2	(35)	(109)
Profits less losses on sale and closure of businesses	23	26	(3)
Profit before interest		1,958	1,380
Finance income	4	71	48
Finance expense	4	(135)	(128)
Other financial income	4	23	40
Profit before taxation		1,917	1,340
Adjusted profit before taxation		1,957	1,473
Profits less losses on disposal of non-current assets		16	28
Amortisation of non-operating intangibles	8	(40)	(41)
Acquired inventory fair value adjustments	2	(2)	(3)
Transaction costs	2	(5)	(5)
Exceptional items	2	(35)	(109)
Profits less losses on sale and closure of businesses	23	26	(3)
Taxation – UK (excluding tax on exceptional items)		(108)	(40)
– UK (on exceptional items)		5	–
– Overseas (excluding tax on exceptional items)		(335)	(300)
– Overseas (on exceptional items)		1	68
	5	(437)	(272)
Profit for the period		1,480	1,068
Attributable to Equity shareholders		1,455	1,044
Non-controlling interests		25	24
Profit for the period		1,480	1,068
Basic and diluted earnings per ordinary share (pence)	7	193.7	134.2
Dividends per share paid and proposed for the period (pence)	6	63.0	47.3
Special dividend per share proposed for the period (pence)	6	27.0	12.7

FINANCIAL STATEMENTS

Consolidated income statement

for the 52 weeks ended 14 September 2024

Associated British Foods plc | 142 | Annual Report 2024

		2024	2023
	Note	£m	£m
Profit for the period recognised in the income statement		1,480	1,068
Other comprehensive income
Remeasurements of defined benefit schemes	13	38	(7)
Deferred tax associated with defined benefit schemes		(10)	4
Items that will not be reclassified to profit or loss		28	(3)
Effect of movements in foreign exchange		(349)	(470)
Net gain on hedge of net investment in foreign subsidiaries		–	1
Net loss on other investments held at fair value through other comprehensive income		(5)	–
Deferred tax associated with movements in foreign exchange		–	(5)
Current tax associated with movements in foreign exchange		(2)	6
Movement in cash flow hedging position		(51)	(260)
Deferred tax associated with movement in cash flow hedging position		13	40
Deferred tax associated with movement in other investments		1	–
Share of other comprehensive loss of joint ventures and associates		(10)	(18)
Effect of hyperinflationary economies		59	40
Items that are or may be subsequently reclassified to profit or loss		(344)	(666)
Other comprehensive loss for the period		(316)	(669)
Total comprehensive income for the period		1,164	399
Attributable to Equity shareholders		1,159	397
Non-controlling interests		5	2
Total comprehensive income for the period		1,164	399

Consolidated statement of comprehensive income

for the for the 52 weeks ended 14 September 2024

Associated British Foods plc | 143 | Annual Report 2024

		2024	2023
	Note	£m	£m
Non-current assets
Intangible assets	8	1,896	1,870
Property, plant and equipment	9	6,098	5,674
Investment properties	10	105	107
Right-of-use assets	11	2,255	2,335
Investments in joint ventures	12	286	303
Investments in associates	12	95	91
Employee benefits assets	13	1,506	1,446
Income tax		–	23
Deferred tax assets	14	223	193
Other receivables	15	30	63
Total non-current assets		12,494	12,105
Current assets
Inventories	16	2,942	3,207
Biological assets	17	94	99
Trade and other receivables	15	1,697	1,778
Derivative assets	26	28	96
Current asset investments	18,25	334	–
Income tax		102	102
Cash and cash equivalents	18	1,323	1,457
Total current assets		6,520	6,739
Total assets		19,014	18,844
Current liabilities
Lease liabilities	11	(267)	(335)
Loans and overdrafts	19	(159)	(168)
Trade and other payables	20	(2,934)	(2,953)
Derivative liabilities	26	(97)	(69)
Income tax		(133)	(109)
Provisions	21	(78)	(55)
Total current liabilities		(3,668)	(3,689)
Non-current liabilities
Lease liabilities	11	(2,798)	(2,825)
Loans	19	(454)	(394)
Provisions	21	(60)	(48)
Deferred tax liabilities	14	(682)	(626)
Employee benefits liabilities	13	(74)	(69)
Total non-current liabilities		(4,068)	(3,962)
Total liabilities		(7,736)	(7,651)
Net assets		11,278	11,193
Equity
Issued capital	22	42	44
Other reserves	22	177	179
Translation reserve	22	(383)	(42)
Hedging reserve	22	(45)	2
Retained earnings		11,395	10,910
Total equity attributable to equity shareholders		11,186	11,093
Non-controlling interests		92	100
Total equity		11,278	11,193

The financial statements on pages 142 to 210 were approved by the Board of Directors on 5November 2024 and were signed

onitsbehalf by:

Michael McLintock

Chairman

Eoin Tonge

Finance Director

FINANCIAL STATEMENTS CONTINUED

Consolidated balance sheet

at 14 September 2024

Associated British Foods plc | 144 | Annual Report 2024

		2024	2023
	Note	£m	£m
Cash flow from operating activities
Profit before taxation		1,917	1,340
Profits less losses on disposal of non-current assets		(16)	(28)
Profits less losses on sale and closure of businesses		(26)	3
Transaction costs	2	5	5
Finance income	4	(71)	(48)
Finance expense	4	135	128
Other financial income	4	(23)	(40)
Share of profit after tax from joint ventures and associates	12	(117)	(124)
Amortisation	8	100	82
Depreciation (including of right-of-use assets)		849	804
Exceptional items	2	35	109
Acquired inventory fair value adjustments		2	3
Effect of hyperinflationary economies		21	14
Net change in the fair value of current biological assets		(22)	(11)
Share-based payment expense	24	31	18
Pension costs less contributions		58	(8)
Decrease/(increase) in inventories		169	(94)
Decrease/(increase) in receivables		23	(107)
Increase/(decrease) in payables		113	(15)
Purchases less sales of current biological assets		1	(9)
Increase/(decrease) in provisions		30	(27)
Cash generated from operations		3,214	1,995
Income taxes paid		(340)	(341)
Net cash generated from operating activities		2,874	1,654
Cash flow from investing activities
Dividends received from joint ventures and associates	12	105	107
Purchase of property, plant and equipment		(1,124)	(997)
Purchase of intangibles		(60)	(76)
Lease incentives received		40	62
Sale of property, plant and equipment		43	48
(Increase)/decrease in current asset investments	25	(334)	3
Purchase of subsidiaries, joint ventures and associates	23	(93)	(94)
Sale of subsidiaries, joint ventures and associates		24	4
Purchase of other investments		(4)	(4)
Interest received		71	44
Net cash used in investing activities		(1,332)	(903)
Cash flow from financing activities
Dividends paid to non-controlling interests		(13)	(7)
Dividends paid to equity shareholders	6	(502)	(345)
Interest paid		(140)	(118)
Repayment of lease liabilities	25	(348)	(308)
Decrease in short-term loans	25	(50)	(13)
Increase in long-term loans	25	66	–
Share buyback		(562)	(448)
Movement from changes in own shares held		(20)	(46)
Net cash used in financing activities		(1, 569)	(1,285)
Net decrease in cash and cash equivalents	25	(27)	(534)
Cash and cash equivalents at the beginning of the period		1,388	1,995
Effect of movements in foreign exchange		(126)	(73)
Cash and cash equivalents at the end of the period	25	1,235	1,388

Consolidated cash flow statement

for the 52 weeks ended 14 September 2024

Associated British Foods plc | 145 | Annual Report 2024

				Attributable to equity shareholders
								Non-
		Issued		Other Translation	Hedging Retained			controlling	Total
	Note	capital	reserves	reserve	reserve	earnings	Total	interests	equity
		£m	£m	£m	£m	£m	£m	£m	£m
Balance as at 17 September 2022		45	178	422	154	10,649	11,448	106	11,554
Total comprehensive income
Profit for the period recognised in the income statement		–	–	–	–	1,044	1,044	24	1,068
Remeasurements of defined benefit schemes		–	–	–	–	(7)	(7)	–	(7)
Deferred tax associated with defined benefit schemes	13	–	–	–	–	4	4	–	4
Items that will not be reclassified to profit or loss		–	–	–	–	(3)	(3)	–	(3)
Effect of movements in foreign exchange		–	–	(448)	–	–	(448)	(22)	(470)
Net gain on hedge of net investment in foreign subsidiaries		–	–	1	–	–	1	–	1
Deferred tax associated with movements in foreign
exchange		–	–	(5)	–	–	(5)	–	(5)
Current tax associated with movements in foreign exchange		–	–	6	–	–	6	–	6
Movement in cash flow hedging position		–	–	–	(260)	–	(260)	–	(260)
Deferred tax associated with movement in cash flow
hedging position		–	–	–	40	–	40	–	40
Share of other comprehensive income of joint ventures
and associates		–	–	(18)	–	–	(18)	–	(18)
Effect of hyperinflationary economies		–	–	–	–	40	40	–	40
Items that are or may be subsequently reclassified to profit
or loss		–	–	(464)	(220)	40	(644)	(22)	(666)
Other comprehensive income		–	–	(464)	(220)	37	(647)	(22)	(669)
Total comprehensive income		–	–	(464)	(220)	1,081	397	2	399
Inventory cash flow hedge movements
Amounts transferred to cost of inventory		–	–	–	68	–	68	–	68
Total inventory cash flow hedge movements		–	–	–	68	–	68	–	68
Transactions with owners
Dividends paid to equity shareholders	6	–	–	–	–	(345)	(345)	–	(345)
Net movement in own shares held		–	–	–	–	(28)	(28)	–	(28)
Share buyback		(1)	1	–	–	(448)	(448)	–	(448)
Deferred tax associated with share-based payments		–	–	–	–	1	1	–	1
Dividends paid to non-controlling interests		–	–	–	–	–	–	(8)	(8)
Total transactions with owners		(1)	1	–	–	(820)	(820)	(8)	(828)
Balance as at 16 September 2023		44	179	(42)	2	10,910	11,093	100	11,193

FINANCIAL STATEMENTS CONTINUED

Consolidated statement of changes in equity

for the 52 weeks ended 14 September 2024

Associated British Foods plc | 146 | Annual Report 2024

				Attributable to equity shareholders
								Non-
		Issued		Other Translation	Hedging Retained			controlling	Total
	Note	capital	reserves	reserve	reserve	earnings	Total	interests	equity
		£m	£m	£m	£m	£m	£m	£m	£m
Balance as at 16 September 2023		44	179	(42)	2	10,910	11,093	100	11,193
Total comprehensive income
Profit for period recognised in income statement		–	–	–	–	1,455	1,455	25	1,480
Remeasurements of defined benefit schemes	13	–	–	–	–	38	38	–	38
Deferred tax associated with defined benefit schemes		–	–	–	–	(10)	(10)	–	(10)
Items that will not be reclassified to profit or loss		–	–	–	–	28	28	–	28
Effect of movements in foreign exchange		–	–	(329)	–	–	(329)	(20)	(349)
Net loss on other investments held at fair value through OCI		–	(5)	–	–	–	(5)	–	(5)
Current tax associated with movements in foreign exchange		–	–	(2)	–	–	(2)	–	(2)
Movement in cash flow hedging position		–	–	–	(51)	–	(51)	–	(51)
Deferred tax associated with movement in cash flow
hedging position		–	–	–	13	–	13	–	13
Deferred tax associated with movement in other investments		–	1	–	–	–	1	–	1
Share of other comprehensive income of joint ventures
and associates		–	–	(10)	–	–	(10)	–	(10)
Effect of hyperinflationary economies		–	–	–	–	59	59	–	59
Items that are or may be subsequently reclassified to profit
or loss		–	(4)	(341)	(38)	59	(324)	(20)	(344)
Other comprehensive income		–	(4)	(341)	(38)	87	(296)	(20)	(316)
Total comprehensive income		–	(4)	(341)	(38)	1,542	1,159	5	1,164
Inventory cash flow hedge movements
Amounts transferred to cost of inventory		–	–	–	(9)	–	(9)	–	(9)
Total inventory cash flow hedge movements		–	–	–	(9)	–	(9)	–	(9)
Transactions with owners
Dividends paid to equity shareholders	6	–	–	–	–	(502)	(502)	–	(502)
Net movement in own shares held		–	–	–	–	11	11	–	11
Share buyback		(2)	2	–	–	(568)	(568)	–	(568)
Current tax associated with share-based payments		–	–	–	–	2	2	–	2
Dividends paid to non-controlling interests		–	–	–	–	–	–	(13)	(13)
Total transactions with owners		(2)	2	–	–	(1, 057)	(1,057)	(13)	(1,070)
Balance as at 14 September 2024		42	177	(383)	(45)	11,395	11,186	92	11,278

Consolidated statement of changes in equity continued

for the 52 weeks ended 14 September 2024

Associated British Foods plc | 147 | Annual Report 2024

Associated British Foods plc is domiciled in the United Kingdom.

The Company’s consolidated financial statements for the 52 weeks

ended 14 September 2024 comprise those of the Company, its

subsidiaries and its interest in joint ventures and associates.

The directors authorised the consolidated financial statements

for issue on 5 November 2024. The directors prepared and

approved the consolidated financial statements in accordance

with UK-adopted IAS (‘Adopted IFRS’).

The Company has elected to prepare the parent company

financial statements under FRS 101. These are presented

on pages 211 to 217.

Basis of preparation

The Company presents its consolidated financial statements

in sterling, rounded to the nearest million, prepared on the

historical cost basis except that current biological assets and

certain financial instruments are stated at fair value, and assets

classified as held for sale are stated at the lower of carrying

amount and fair value less costs to sell.

The preparation of financial statements under Adopted IFRS

requires management to make judgements, estimates and

assumptions about the reported amounts of assets and liabilities ,

income and expenses and the disclosure of contingent assets and

liabilities. The estimates and associated assumptions are based

on experience. Actual results may differ from these estimates.

Judgements made by management in the application of Adopted

IFRS that have a significant effect on the financial statements,

and estimates with a significant risk of material adjustment next

year, are discussed in Accounting estimates and judgements

detailed on page 154.

The estimates and underlying assumptions are reviewed

regularly. Revisions to accounting estimates are recognised

prospectively from when the estimates are revised.

The accounting policies set out below apply to all periods

presented, except where stated otherwise.

Details of accounting standards which came into force in the

year are set out at the end of this note.

The Group’s consolidated financial statements are prepared to

the Saturday nearest to 15 September. Accordingly, they have

been prepared for the 52 weeks ended 14 September 2024

(2023 – 52 weeks ended 16 September 2023).

To avoid delay in the preparation of the consolidated financial

statements, the results of certain subsidiaries, joint ventures

and associates are included to 31 August each year.

Adjustments have been made where appropriate for significant

transactions or events occurring between 31 August and

14 September.

The Group’s business activities, together with factors likely

to affect its future development, performance and position are

set out in the Strategic Report on pages 1 to 87. The financial

position of the Group, its cash flows, liquidity position and

borrowing facilities are described in the Financial review

on pages 44 to 47.

In addition, the principal risks and uncertainties on pages 78

to 86 and note 26 on pages 183 to 194 provide details of the

Group’s policy on managing its financial and commodity risks.

Going concern

After making enquiries, the Board has a reasonable expectation

that the Group has adequate resources to continue in operational

existence for the foreseeable future. For this reason, they

continue to adopt the going concern basis in preparing the

consolidated financial statements.

The forecast for the going concern assessment period to

28 February 2026 has been updated for the business’s latest

trading in October and is the best estimate of cash flow in the

period.