A.G. BARR Annual Report 2020

FY2020 Annual Report · A.G. BARR

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A.G. BARR P.L.C.
A N N U A L R E P O R T
A N D A C C O U N T S
2 0 2 0

C E O ’ S F O R E W O R D

Welcome

I am pleased to present A.G. BARR p.l.c.’s Annual Report
for the year ended 25 January 2020.

We aim to provide a fair, balanced and understandable
assessment of the Company, including our business
model, strategy, performance and prospects in relation
to material financial, economic, social, environmental
and governance issues.

Our report includes a comprehensive assessment of
not only the principal risks facing the business, but also
seeks to identify and evaluate matters that are of common
material interest to our stakeholders and to our business,
understanding how they may affect our ability to create
value over time. These matters are integral to our
planning processes and help support the delivery
of our strategy.

We will continue to seek opportunities to grow our
business and I believe we are well placed to continue
to deliver consistent long-term shareholder value.

Roger White
Chief Executive

C O R P O R A T E G O V E R N A N C E
Our section 172(1) statement describing how the directors have had regard to the matters
set out in section 172(1)(a) to (f) when performing their duties under section 172 of the
Companies Act 2006 is set out in the Corporate Governance Report on pages 50 to 61
and is incorporated by reference into this Strategic Report.

We are a UK-based branded consumer goods business focused on
growth, building great tasting brands that people love. We aim to
deliver long-term sustainable value, growing both organically and
through partnerships and acquisition.

I N T H I S
R E P O R T

Revenue

Profit before tax*
(before exceptional items)

£255.7m

(8.4)%

£37.4m

(17.3)%

Net cash from operating activities**

Basic earnings per share

£40.1m

(10.1)%

26.50p

(15.9)%

STRATEGIC REPORT

Our Business

Our Brands

Chairman’s Introduction

Our Business Model

Strategy and Financial KPIs

Chief Executive’s Review

Our Strategy in Action

Responsibility Report and
Non-Financial KPIs

Financial Review

Risk Management

CORPORATE GOVERNANCE

Board of Directors

Corporate Governance Report

Audit and Risk Committee Report

Directors’ Remuneration Report

Directors’ Report

Statement of Directors’
Responsibilities

ACCOUNTS

Independent Auditor’s Report to the
Members of A.G. BARR p.l.c. only

Consolidated Income Statement

Statements of Financial Position

101

102

110

111

Statement of Comprehensive Income 112

Statement of Changes in Equity

Cash Flow Statements

Notes to the Accounts

Review of Trading Results

Glossary

113

115

116

161

162

Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary
on pages 162 to 164.
Operating cash flows have increased by £3.3m in the current year following the adoption of IFRS 16, as lease payments
previously included within operating activities are now disclosed as financing activities.

AccountsStrategic ReportCorporate GovernanceOur business

A.G. Barr is a UK-based branded consumer goods business
focused on growth, building great tasting brands that people love.

Established over 140 years ago in Scotland
and now operating across the UK and
internationally, we aim to deliver long-term
sustainable value, growing both organically
and through partnerships and acquisition.

Employing almost 1,000 people across 9 UK
locations, we are proud to be a responsible
business that listens to our consumers,
builds lasting customer relationships, takes
care of our employees, gives something
back to our communities and works to
minimise our environmental impact.

Number of employees

950

UK sites

Number of brands

At our core is our Barr Soft Drinks business
unit, a successful branded soft drinks
business, building a diverse and differentiated
portfolio of great tasting soft drinks that
people love.

We make it our business to understand what
consumers want.

Whether it’s the iconic IRN-BRU, launched
in 1901 and still going strong today, our
vibrant RUBICON fruit and juice drinks, our
unique range of BARR flavours, or our pure,
clear Scottish spring water STRATHMORE,
our brands offer people a choice of great
tasting products and bring exciting
innovation to the market.

But we’re not just about soft drinks –
our FUNKIN business unit operates in
the exciting and growing cocktail market.
The FUNKIN brand provides innovative and
unique purées, syrups, mixers and now
ready to drink cocktails, for behind the bar
and at home cocktails.

Enhancing our portfolio, we also operate
long-term partnerships, complementing our
own range of products with global brands
ROCKSTAR, SNAPPLE, SAN BENEDETTO
and BUNDABERG Brewed Drinks in the UK
and beyond.

A.G. BARR p.l.c. Annual Report and Accounts 2020S T R A T E G Y
A N D K P I s
For information on our
Strategy and Financial KPIs
see pages 10 and 11.

B U S I N E S S
M O D E L
For information on our
Business Model see page 8.

O U R S T R A T E G Y :

Our overarching business strategy is to deliver long-term
sustainable value in all that we do.

O U R S T R A T E G I C P R I O R I T I E S :

Connecting
with consumers

Building
brands

Building
trust

Driving
efficiency

O U R B U S I N E S S M O D E L :

Make

Move

Market

Sell

O U R R E S P O N S I B I L I T Y C O M M I T M E N T S :

Behave
responsibly

Create
value

Act with
integrity

Respect the
environment

Support
healthy living

Give
back

AccountsStrategic ReportCorporate Governance
Our brands

A.G. BARR p.l.c. Annual Report and Accounts 2020We are brand owners and builders, offering a diverse and
differentiated portfolio of products that people love.

O U R B R A N D S
You can find out more information on our
full portfolio at agbarr.co.uk/our-brands/

AccountsStrategic ReportCorporate GovernanceChairman’s
Introduction

After many years of consistent profit growth,
it has been a difficult year for the business,
with revenue declining 8.4% to £255.7m and
profit before tax and exceptional items*
falling 17.3% to £37.4m (statutory profit before
tax was also £37.4m). Despite the challenging
trading environment, management
responded with decisive actions and I am
pleased to report that the business exited the
year with renewed momentum.

While our Funkin business unit had another
successful year, Barr Soft Drinks faced some
significant headwinds across the year.
The consumer market was undoubtedly
impacted by political uncertainty and the
poorer weather was in sharp contrast to
the prior year’s record breaking summer.
Looking back, we did not fully recognise the
extent to which we benefited from the hot
summer of 2018.

Against this backdrop the business also
experienced some specific brand
challenges, while also implementing its
strategy to realign pricing more closely with
the market, following the one-off volume
led strategy of 2018 when the Soft Drinks
Industry Levy was implemented.

Dividend
An interim dividend, for the six months
ended 27 July 2019, of 4.00p (2019: 3.90p)
per ordinary share was paid on 25 October
2019. Our usual practice at this time of the
year is to propose a final ordinary dividend
to be paid in June, subject to approval by
shareholders at the Annual General Meeting
held in May. However, given the
unprecedented circumstances arising
from COVID-19, we believe it is currently
important to conserve cash and maintain
balance sheet flexibility. As such, the Board
is not proposing a final dividend at this
time, and will review the dividend position
when there is greater visibility of the
impact of COVID-19.

People and culture
We have a positive and result-driven culture,
which has held the business in good stead
across a difficult year. A wide range of
initiatives have been implemented across
the Group to support and foster an even
stronger culture, initiatives which are being
well received by employees and recognise
the importance of building an even more
inclusive workplace. Details are included in
our Responsibility report on pages 22 to 35.

Andrew Memmott stepped down from the
Board in September 2019 and will be leaving
the business in April 2020 after 29 years’
service, 11 of which as a Board member.
I would like to thank Martin and Andrew
for their contribution and commitment to
the business.

COVID-19
Clearly there is a huge amount of uncertainty
surrounding COVID-19 at present. The Board
is working closely with the executive team
to ensure the business takes appropriate
action to protect its people and to maintain
operational and financial stability in these
unprecedented times. With fantastic brands,
talented and engaged people, and well
invested assets, A.G. Barr remains a great
business and there is a unified determination
across the Group to get through these
difficult times and play our part. The Board
remains confident in both the management
and the capability of the business to adapt
appropriately to the current circumstances
and to deliver long-term shareholder value.

Despite these circumstances the business
maintained its strategic focus, continuing
to invest in its brands, innovation, assets,
people and responsibility commitments.
Action has been taken to simplify and
streamline the business, with benefits
already in evidence.

We have a strong balance sheet, an
experienced team in place and are well
placed to exploit growth opportunities
as and when they arise.

I would like to take this opportunity to thank,
on behalf of the Board, the whole team
across the Group for their hard work and
diligence in what has been a demanding year.

John R. Nicolson
Chairman

Board
As previously communicated, after 9 years
on the Board, Martin Griffiths will stand
down following completion of the 2019/20
audit cycle. Martin will be succeeded by Nick
Wharton as Audit and Risk Committee Chair
while Susan Barratt has been appointed as
Senior Non-Executive Independent Director
and Pam Powell succeeds Susan as
Non-Executive Director responsible for
workforce engagement.

Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 162 to 164.

A.G. BARR p.l.c. Annual Report and Accounts 2020
F I N A N C I A L
R E V I E W
For information on our
financial performance see
pages 36 to 41.

R E S P O N S I B I L T Y
R E P O R T
For information on our
responsible business practices
see pages 22 to 35.

“Despite the challenging
trading environment,
management
responded with
decisive actions and
I am pleased to report
that the business
exited the year with
renewed momentum.”

John Nicolson
Chairman

AccountsStrategic ReportCorporate GovernanceOur business
model

We
make

We
move

We
market

We pride ourselves on our effective
manufacturing capabilities, producing
high quality products across our well-
invested and efficient production sites in
Cumbernauld, Forfar and Milton Keynes.
From sourcing our raw materials across the
globe to designing our packaging, we aim
for continuous improvement, ensuring
safety is at the forefront of all we do,
and investing accordingly to ensure
we produce great tasting products as
efficiently as possible.

With a fleet of more than 80 vehicles, and
long-standing relationships with our key
distribution partners, we strive to deliver
great service to all our customers, from
the biggest food service customer to
the smallest local shop. Operating across
multiple routes to market, we have a well
established and efficient distribution
network, with our Barr Direct channel in
particular setting us apart, by offering a
tailored and personal service to thousands
of independent retailers across the UK.

Listening carefully to our consumers is
paramount and by doing so we have
developed a diverse and differentiated brand
portfolio of great tasting products to satisfy
their needs and offer choice. And when it
comes to marketing, innovating and building
our brands we like to have some fun,
appealing to our broad range of consumers,
whether that’s through TV campaigns, digital
media, sponsorship or supporting local
community events.

UK manufacturing facilities

Number of vehicles

Brands within our portfolio

A.G. BARR p.l.c. Annual Report and Accounts 2020We are a UK-based branded consumer goods business focused on
growth, building great tasting brands that people love. We aim to
deliver long-term sustainable value, growing both organically and
through partnerships and acquisition. Our business model is simple,
effective and profitable.

market

We
sell

We behave
responsibly

We create
value

Building long-lasting relationships with
our customers across all our key markets
is fundamental to our business. Whether it’s
a multiple grocer, a wholesaler, a regional
restaurant group or a local independent
retailer, we work collaboratively with all our
customers to understand their businesses
and find winning consumer propositions in
a practical and profitable way.

We believe that how we act reflects who
we are. We take our responsibilities seriously
and continuously strive to be a sustainable
and responsible business that listens to our
consumers, takes care of our people, works
to minimise our environmental impact and
gives something back to the communities
we serve.

Revenue generated in the UK

Years of responsible actions

95%

140+

Shareholders
Our business model has proven successful
for more than 140 years and continues
to create and deliver value to a wide range
of stakeholders.

£19mof dividends paid during the year

Employees
We have 950 employees across the UK.

£37.8m

Salaries and wages paid

Suppliers and customers
We are directly contracted with more
than 70 suppliers with an annual spend
of over £100m while working closely with
thousands of customers to co-create
joint business plans.

£100m

Annual spend

UK economy and communities
With 95% of our revenue generated in the
UK, and through our £7.9m corporation tax
and £4.8m national insurance payments to
the government, we continue to play our
part in growing the UK economy while
also donating over £100k to 150 good
causes across our communities.

£100k

Donated to 150 good causes

AccountsStrategic ReportCorporate GovernanceStrategy and
Financial KPIs

Our Strategy
Our overarching business strategy is
to deliver long-term sustainable value in all that we do.

O U R S T R A T E G I C P R I O R I T I E S

Connecting
with consumers

Consumer insight drives our business.
Consumers’ needs and preferences are
changing and diversifying and we ensure that
we take the time to listen, to understand them
and to offer everyone a choice of great tasting,
high quality products.

More on page 21.

A.G. BARR p.l.c. Annual Report and Accounts 2020K E Y P E R F O R M A N C E I N D I C A T O R S

Net cash from operating activities

Basic earnings per share

Full year dividend per share

£40.1m

(10.1)%

26.50p

(15.9)%

Dividend per share has been removed as a KPI
measure for the year ended 25 January 2020
given the highly unusual circumstances arising
from COVID-19 and the Board’s decision not
to propose a final dividend at this time.

Net cash from operating activities is defined as
the cash generated/(used in) the ongoing regular
business activities in the year. 2020 reported
performance reflects a £3.3m benefit from the
implementation of IFRS 16. We previously reported
on Free Cash Flow, however have now replaced
this with this GAAP measure.

2020

2019

£40.1m

£44.6m

2020

2019

26.5p

31.51p

Revenue

Gross margin*

Profit before tax & exceptional items*

£255.7m

(8.4)%

41.1%(284)bps

£37.4m

(17.3)%

The decrease in value of revenue recorded
relative to the prior year.

Reported gross profit divided by revenue.

2020

2019

£255.7m

£279.0m

2020

2019

41.1%

43.9%

2020

2019

£37.4m

£45.2m

Operating margin before exceptional items*

EBITDA margin*

Return on capital employed*

14.9%

(152)bps

20.0%

+41bps

16.1%

(484)bps

Operating profit before exceptional items and
before the deduction of interest and taxation,
divided by revenue.

EBITDA (defined as profit on ordinary activities
before tax and before exceptional items, adding
back interest, depreciation, amortisation and
impairment) divided by revenue. 2020 reported
performance reflects a 129bps benefit from the
implementation of IFRS 16.

Profit before tax and exceptional items as a
percentage of invested capital. Invested capital
is defined as year end non-current plus current
assets less current liabilities excluding all balances
relating to any provisions, financial instruments,
interest-bearing liabilities and cash or cash
equivalents.

2020

2019

14.9%

16.4%

2020

2019

20.0%

19.6%

2020

2019

16.1%

21.0%

Non-financial KPIs are detailed in our Responsibility report on pages 22 to 35.

Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 162 to 164.

AccountsStrategic ReportCorporate GovernanceChief Executive’s
Review

Overall the year to January 2020 was
disappointing with our core soft drinks
business underperforming both the market
and our own expectations. However we
responded proactively to the various
challenges we faced, took decisive actions
across the second half of the year and
maintained our strategic focus. As a result,
we ended the financial year with an
encouraging trading performance
which continued into the new year.

As communicated in September 2019 as
part of our Interim Results, we experienced
a variety of challenges during the year
which combined to substantially impact our
financial performance. Across the full year,
revenue fell 8.4%, compared to 5.6% revenue
growth in the prior year. Statutory profit
before tax fell 16.0% to £37.4m, reflecting
the adverse impact of the revenue decline
alongside our ongoing commitment to
maintain investment in our brands and
business for the longer term.

In the second half our focus and efforts were
directed towards a number of initiatives to
support our recovery – these include portfolio
changes, to address some specific brand
issues identified earlier in the year, along with
a business re-engineering programme aimed
at simplifying and supporting a return
to growth across our soft drinks business.

Our Funkin business, operating in the
cocktail market, has had another very
successful year with revenue increasing
by over 20%. Over the past 12 months we
have further progressed our multi-beverage
strategy with the introduction of ready-to-
drink cocktails including alcohol, while also
investing in the zero proof spirits sector
through our 20% minority investment in
Elegantly Spirited Limited, owners of the
STRYYK brand.

Our key financial metrics for the year were
as follows:
– Group revenue £255.7m (2019: £279.0m)
– Profit before tax and exceptional items*

£37.4m (2019: £45.2m)

– Profit before tax and after exceptional

items £37.4m (2019: £44.5m)

– Operating margin* 14.9% (2019: 16.2%)
– Strong balance sheet with net cash of

£3.0m (post IFRS 16) having completed
our £30m share repurchase programme

Statutory profit before tax of £37.4m reflects
an exceptional cost of £1.8m in the year,
associated with the completion of the
first phase of our business re-engineering
programme, offset by a £1.8m one-off
exceptional gain related to the removal
of a wind turbine at our Cumbernauld site.

After a difficult period during the course of
the summer we have seen our market share
position improve and in the final quarter on
a year on year basis we have seen marginal
share gains. (Source: IRI Marketplace
52 weeks to 26 January 2020)

Cocktail market
The cocktail market continues to grow,
increasing in value by 9.9% with a growth
in outlets selling cocktails up 3.2%.
(Source: CGA Mixed Drinks Report Q3 2019)

“PepsiCo” acquisition of Rockstar
On 11 March 2020 PepsiCo Inc. (PepsiCo)
announced its intention to acquire
Rockstar Energy Beverages, owner of
the Rockstar energy brand. PepsiCo has
been a distribution partner for Rockstar
in North America since 2009.

We have been a franchise partner of
Rockstar since 2007 and retain the exclusive
distribution rights for the Rockstar brand
in the UK, Ireland and certain European
territories. We have a long-term contract,
extending for several years, for the
manufacture and sale of the Rockstar energy
brand, which contributes approximately
8% of the Group’s sales volumes.

Until this transaction is completed we will
continue to work alongside the Rockstar
team as normal.

Soft drinks market
Possibly the biggest impact on soft drinks
this year was the weather, with an average
summer following on from the hottest
summer on record in 2018. Consumption
levels fell across the market, with most soft
drinks sub categories declining. As measured
by IRI, volume in the total UK soft drinks
market declined 2.5% with value broadly flat,
increasing 0.4%. Carbonates benefited from
distribution growth in low calorie variants
and as a consequence grew 3.4% in value
and 1.3% in volume. Stills, driven by water
and juice drinks, declined 2.8% in value and
5.8% in volume.

Strategy execution
2018 was a year of record profit for A.G. Barr,
supported by a strong soft drinks market
performance. Our intentional short-term
trading strategy of placing volume
performance ahead of value, in a market
which experienced changing pricing
dynamics as a result of the Soft Drinks
Industry Levy, boosted our growth and led
to a significant increase in our market share.
We also benefited from our ability to
maintain service levels during industry CO2
shortages during the long hot summer.

By comparison, the past twelve months
were much more challenging. The
beneficial external circumstances were not
replicated and the many moving parts made
it difficult to read the underlying dynamics.
With hindsight, we underestimated the
volume benefit we received in 2018 from
both the one-off trading factors and the
favourable weather, while also experiencing
some specific brand challenges as outlined
below. All of these factors impacted our
financial performance.

As planned, we returned our Barr Soft Drinks
business to its long-term value driven
approach across the first half of 2019,
resetting our price positioning, particularly
for the IRN-BRU brand, and reducing our
promotional intensity to align more closely
with our competitor set in the market. While
this had an expected impact on volume,
it has delivered the planned increase in
average realised price, re-establishing our
consumer pricing position.

A.G. BARR p.l.c. Annual Report and Accounts 2020S T R A T E G Y A N D
F I N A N C I A L K P I s
For information on our
Strategy and Financial KPIs
see pages 10 and 11.

S T R A T E G Y
I N A C T I O N
For information on how we are
actioning against our strategy
see pages 16 to 21.

“A.G. Barr is a results
driven business
with a motivated
and resolute team.”

Roger White
Chief Executive

Throughout a difficult year we have
remained committed to our long-term
strategy, investing for growth and focusing
on our strategic priorities of connecting with
consumers, building brands and trust, and
driving efficiency.

Connecting with consumers
The connection we make with consumers,
both corporately and through our brands,
is central to our strategy. Over the past
12 months we have continued to invest
in a wide range of consumer marketing,
promotion and communication
programmes across both our Barr
Soft Drinks and Funkin business units.

Advertising has evolved considerably
in recent years, with social and digital
media proving increasingly important,
complementing the more traditional
media channels of TV, print and outdoor.
In April 2019 we launched our new IRN-BRU
campaign “Get Some IRN in You” on TV,
digital and social media to ensure our
number 1 brand remains fun, fresh and
relevant to all. The campaign was well
received by a wide range of consumers
and resonated particularly well with the
younger 18 to 34 year old cohort.

AccountsStrategic ReportCorporate GovernanceC H I E F E X E C U T I V E ’ S R E V I E W C O N T I N U E D

2019 was also our first year of significant
above the line marketing investment for
the Funkin brand, with the new range
of ready-to-drink cocktails advertised
across outdoor channels in selected cities
throughout the UK. This supports the
strategic objective of growing Funkin
beyond its traditional strong position behind
the bar into a relevant consumer brand.

Sponsorship remains an effective and
exciting engagement tool and Rubicon
entered its third year as official partner of the
England and Wales Cricket Board. In a year
that gave cricket fans both the World Cup
and the Ashes, Rubicon’s visibility and
association with cricket increased, bringing
the brand to significantly larger audiences
than ever before.
Over recent years we have seen a marked
consumer trend towards all things retro,
with consumer brands in particular seeking
to meet this fondness for nostalgia. As a brand
with over 100 years of history and heritage,
IRN-BRU has always enjoyed a special
relationship with its consumers. In December
2019 we launched IRN-BRU 1901, a premium,
limited edition IRN-BRU made to the very
first ‘old and unimproved’ recipe dating back
to 1901. The response from consumers has
been very positive and has given IRN-BRU
fans a chance to enjoy a unique and authentic
piece of Scottish history.

Building brands
In a year of price realignment, particularly
for the IRN-BRU brand, we experienced
some sales decline as a result of adjustment
to the new consumer price points. However,
now benefitting from the planned increase
in average realised price, we are pleased
to report that the IRN-BRU brand returned to
value growth in the final quarter of the year.
Our Barr Flavours carbonates range also
made progress, building on distribution
gains of the prior year.

During the year, we experienced some
very specific brand challenges with Rockstar
energy and Rubicon juice drinks. A number
of factors impacted sales across these
brands, including consumer acceptance
of new recipes, competitor pricing and,
in the case of fruit drinks, a further decline
in this category. We have taken action to
address these specific brand issues, with
the launch of three new Rockstar products,
including a performance energy range,

and improved core brand recipes. We have
significantly enhanced product quality
through recipe improvement for Rubicon
juice drinks and have relaunched the brand,
including a new overall brand design. It will
take time for these actions to embed in the
market and for the improvements we expect
to be realised.

Our strategy to invest in bringing innovative
new products to the market has delivered
incremental value across the year and our
innovation performance and pipeline remain
strong. Our new soft drinks product launches
have included a Mango Zero Added Sugar
sparkling version of Rubicon, an exciting new
range of adult soft drinks, St Clement’s, and a
new variant from IRN-BRU, IRN-BRU Energy.
For Funkin, our ready-to-drink cocktails have
furthered our move into multi-beverage and
exceeded our initial expectations with strong
rates of sale and a fast-growing number of
listings secured across a broad range of
channels, including travel operators and the
important take-home grocery channel.

Demonstrating our flexible approach to
seeking growth in new areas of the market,
we completed a £1m investment in Elegantly
Spirited Ltd., owners of the STRYYK brand,
in June 2019. Whilst taking a 20% minority
equity share in this new venture, we also
secured the UK distribution rights for STRYYK
via our Funkin business unit, thereby seeking
to capitalise on the growth in the emerging
zero proof spirits market, at the same time
as we drive revenue and bring an exciting
new brand to the market.

Building trust
As a long-standing UK consumer goods
business we understand the privileged
position we hold in our communities and
the impact our actions have on a wide range
of stakeholders, from our employees and
consumers to our customers and suppliers.
Building trust is central to this.

Climate change in particular is an area
of real focus for the business. We have
an important part to play in contributing
towards carbon reduction and are
continuing to take actions across waste,
water and energy in our journey towards
carbon neutral operations.

Some highlights of the year related to
building trust include:
– It is our ambition to be a diverse and

inclusive business that respects and values
difference and allows all of our people to
perform at their best. Our focus in this
area has intensified across the past 12
months and we have implemented
a range of initiatives in support of our
ambition, from diversity and inclusion
awareness training for all employees
to introducing more flexible working
arrangements. We have also seen
improvement in our mean and median
gender pay gaps and further steady
progress in the representation of female
senior managers within the business.
Further details can be found on pages
22 to 35 in our Responsibility report.
– Our progress in introducing greater

recycled content into our packaging.
Having introduced 50% recycled PET
(“rPET”) into our Strathmore water plastic
bottles, we are now extending this
further across our Rubicon Spring range.
While rPET material availability remains
a key challenge for the food and
drink industry as a whole, we remain
committed to achieving at least 30%
rPET across our full range of plastic
bottles by 2022.

– We are working closely with the Scottish
Government, producers, wholesalers,
retailers and other stakeholders, on
planning for the creation of an effective
and efficient Deposit Return Scheme
(DRS) for Scotland. Such a scheme will
not only vastly improve the availability
of recycled materials for re-use in drinks
containers, it will also lead the way for
food and drinks packaging, with drinks
containers, including plastic bottles,
becoming part of a truly circular economy.
– The signing of a new ten-year renewable
electricity contract with Swedish energy
group Vattenfall. This agreement will
provide fossil-free electricity to all our sites
across the UK, a big step towards reducing
our carbon footprint and delivering our
ambitious sustainable business goals.

A comprehensive Responsibility report,
detailing our responsibility commitments
and goals can be found on pages 22 to 35.

Driving efficiency
Our drive for greater efficiency and stronger
financial returns continues to be a key area

A.G. BARR p.l.c. Annual Report and Accounts 2020of focus. However our commitment to
investing for long-term growth through
capital projects has been maintained.

Our £14m capital investment in a new liquid
processing facility at our Cumbernauld site
is nearing completion. The project delivers
new ingredients handling and processing
assets, along with a range of associated
safety, health, efficiency and environmental
improvements.

We have also undertaken the first phase
of our business re-engineering programme,
having completed a range of initiatives
to simplify how we operate. Actions have
included portfolio simplification, brand
development prioritisation and
reorganisation within our Commercial
function. Phase 2 will focus on right-sizing
our organisational structures, operational
activities and our overheads, to ensure
we are appropriately scaled and resourced
to perform in the current market.

COVID-19
The circumstances resulting from COVID-19
are creating an unprecedented level of
uncertainty for the UK and beyond. We have
been following Government guidance since
the outset of the COVID-19 outbreak and
will continue to do so.

In response we are taking swift action across
3 priority areas:

1) Safety and wellbeing
Our primary focus is on the safety and
wellbeing of our employees, suppliers,
customers and consumers. We have taken
steps to protect our colleagues who are
considered most vulnerable across the
organisation. In addition, those employees
whose roles permit them to do so, are
working from home. For our colleagues
who work in key production, warehousing
and delivery roles, we have introduced
strict safety, hygiene and 2 metre social
distancing measures.

2) Group operating resilience
Along with our fellow food and drink
manufacturers we are working closely with
the Government, and DEFRA in particular,
to maintain continuity of the food and drink
supply chain, helping to keep shop shelves
well stocked.

Our production and logistics sites currently
remain operational and we are extremely
grateful to our dedicated supply chain
employees and partners.

Our two main production sites Cumbernauld
and Milton Keynes provide us with
manufacturing capability and flexibility,
and many of our formats can be produced
in either location.

We have taken steps to ensure that our raw
material availability and stockholding is as
robust as possible and as yet have experienced
no difficulties. However, in common with
most food and drink manufacturers we are
reliant on a number of raw materials and
packaging types for which it is not possible
to store more than a few days’ stock locally
at site. This risk is mitigated as far as possible
by healthy levels of finished goods stocks
and to date we have maintained strong levels
of service into our customer base.

We are taking action to ensure our factories
are staffed sufficiently, that our production
plans optimise the capacity available at each
of our sites and that we prioritise those SKUs
that current consumer demand requires.

Following the Government’s ‘lock-down’
measures, introduced on 23 March, which
initially saw the closure of pubs, bars and
other hospitality venues across the UK,
we are now understandably also seeing
a significant impact on the “out of home”
consumption of soft drinks in general.
Sales via our “impulse” customers (c.40%
of total revenue) have significantly reduced
as a result. ‘Take-home’ purchases have
remained more resilient although sales since
23 March have been more volatile than usual.
As a result, we expect there to be a material
adverse impact to the Group’s financial
performance due to these fast changing
circumstances, however at the current time
the quantum of this remains uncertain.

It is our aim to maintain supply into our
customers for as long as there is demand
in the market and as long as Government
guidance permits.

3) Financial stability
The Group has a strong financial base and
our balance sheet is robust, with net cash
in the bank of £10.9m at the financial year
end, however given the highly unusual
circumstances arising from COVID-19, we
believe it is important to conserve cash

at this time and maintain maximum balance
sheet flexibility.

We have drawn down our £60m revolving
credit facilities in full. In addition, we have
now frozen all new capital projects, as
well as scaling back immediate marketing
and commercial activity where sensible
across the Group. In accordance with the
Government’s Job Retention Scheme, we
have commenced the “furlough” process for
a limited number of colleagues at this stage.
In addition the Board and Senior Executive
team have agreed to a voluntary 20% salary
reduction for a minimum of 3 months to help
support the business through these difficult
times. We continue to take a prudent and
vigilant approach to all working capital to
minimise risk in the current climate.

The Board is not proposing a final dividend
at this time, and will review the dividend
position when there is greater visibility of
the impact of COVID-19.

Summary
A.G. Barr is a results driven business with
a motivated and resolute team, whom
I wish to thank for their ongoing resilience,
commitment and flexibility.

We exited the financial year with improved
trading performance and momentum,
which continued into the new year however
the COVID-19 situation is now materially
impacting our business. There is no
immediate certainty around the severity
and duration of the impact on our business
and as such the Board is unable to provide
guidance for the current financial year at
this time. However, the actions we are
taking to conserve cash and reduce costs,
combined with our strong financial base,
give us confidence in the resilience of our
business for the long term.

We will continue to monitor developments
closely, responding appropriately as required,
while also ensuring that we play our part in
supporting our communities through these
unprecedented times.

Roger White
Chief Executive

Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 162 to 164.

AccountsStrategic ReportCorporate GovernanceOur strategy
in action

Connecting with consumers

PREMIUM LIMITED EDITION BRU
MADE TO ‘OLD & UNIMPROVED’
1901 RECIPE

Made to the authentic 1901 recipe from a handwritten notebook stored deep in the
Company archives for over 100 years, IRN-BRU 1901 hit the shelves in December
as a limited edition.

While IRN-BRU’s secret flavour essence remains unchanged, the 1901 recipe
doesn’t have any caffeine, but it does have a frothy head and is sweetened only
with sugar to produce a rich satisfying taste. Faithfully only sold in 750ml glass
bottles, just as it was back in the day, IRN-BRU 1901 has aged beautifully and has
given fans the opportunity to enjoy a unique and authentic taste of Scottish history.

There’s nothing like it. Not back then. Not now. Not ever.

A.G. BARR p.l.c. Annual Report and Accounts 2020
RUBICON
AND CRICKET
– A STRONG
PARTNERSHIP

In the year of the Cricket World Cup and the
Ashes, Rubicon firmly established itself as a
big hitter in the cricket ground and beyond.
In its 3rd year as official partner of the
England and Wales Cricket Board, Rubicon
enhanced its engagement programme
across a range of consumer channels.
From media partnerships and targeted social
media activity, to on-pack promotions
and eye-catching cricket ground branding,
Rubicon leveraged the cricket buzz across
the summer.

SPICING UP OUR
DIGITAL ENGAGEMENT

For many, Christmas wouldn’t be Christmas without their
favourite IRN-BRU and the iconic IRN-BRU Snowman
advert which aired in December on TV and digital, marking
the start of the festive season.

We delivered an extra seasonal boost to our Christmas
activity in 2019 with the launch of IRN-BRU Crimbo Juice,
a limited edition “Spiced Ginger” festive flavour. The launch
was spiced up further with our Three Wise Queens digital
campaign, with 3 slightly risqué promotional films created
exclusively for social media adding some fun and frivolity
to IRN-BRU’s consumer engagement activity.

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Building brands

IRN-BRU
ENERGISED

IRN-BRU gave fans a boost in July with the launch
of a great-tasting new drink IRN-BRU Energy.

The brand-new formula combines the iconic flavour of IRN-BRU’s
top secret essence with taurine, caffeine, B vitamins to create the taste
of an energy drink.

Designed to meet the needs of today’s energy drinker IRN-BRU Energy
offers a different taste experience to regular IRN-BRU and is available
in sugar and no sugar variants.

A.G. BARR p.l.c. Annual Report and Accounts 2020
FUNKIN NITRO CANS

Launched in July, Funkin’s ready-to-drink cocktails are
the UK’s first range of nitrogen-infused cocktails in cans.

Providing the vibrant flavours and velvety-smooth
texture of bar-quality cocktails in a convenient, ready-to-
drink format, cocktails no longer need to be saved for
‘special’ occasions and celebrations, but can be enjoyed
at all social occasions.

Infused with nitrogen, every can produces a foam head
when poured, mirroring the look, smooth texture and
delicious taste of a shaken, bar-quality cocktail.

And we’re delighted that Funkin’s range of nitro cans
has been listed as one of the top 10 Mintel Global
Innovations of 2019, a list which includes some of the
most innovative food and drink products launched
during the year that stand out for being unique and
capturing the spirit of the times.

NEW LOOK
FOR RUBICON

Rubicon got a fresh new look in November
with a new design implemented across the
full range.

With its eye-catching and vibrant design,
Rubicon will be more visible on shelf and
consumers are telling us they love the new
modern look.

The redesign also marks the launch of our
new improved recipe on the stills range,
bringing a fruitier taste to our still fruit drinks.

AccountsStrategic ReportCorporate Governance100%
RENEWABLE
ELECTRICITY

We take our environmental responsibilities
seriously and strive for opportunities to play
our part in reducing the effects of climate
change. Supporting our carbon neutral
ambition we have signed a deal with
Swedish energy group Vattenfall to
introduce fossil-free electricity across
all our sites.

The ten-year contract will supply us with
22GWh per year from Vattenfall’s wind farms
in the UK – the equivalent electricity used
by 6,000 UK homes annually.

Using home grown renewable energy
is a big step towards reducing our carbon
footprint and delivering our ambitious
sustainable business goals.

O U R S T R A T E G Y I N A C T I O N C O N T I N U E D

Building trust

WINNING WITH
OUR CUSTOMERS

We’re delighted that it’s been another award winning year for the business where we
have been recognised by a number of our customers.

In July we were awarded “Most Improved Supplier” at Tesco’s Supplier Conference.
Classified as a “Collaborative Partner”, Tesco’s highest supplier ranking, the award
recognises the significantly stronger service levels and on-shelf availability achieved
across the year. The award is a clear endorsement of all the hard work across the
business that goes into building relationships, trust and service with our key customers.

More recently we had our most successful night ever at the 18th Scottish Wholesale
Achievers Awards, with the best result achieved by any company since the awards began.
With 5 awards up for grabs by suppliers we were delighted to win 4 out of 5 and we were
runner up in the 5th. Our winners were: Sales Executive of the Year (Steven McGarry),
the Project Scotland award for our IRN-BRU Energy launch, Best Advertising Campaign
for IRN-BRU’s “Get Some IRN in You“ and finally the coveted Best Overall Service
by Suppliers.

A.G. BARR p.l.c. Annual Report and Accounts 2020
Driving efficiency

NEW PROCESS
ROOM AT
CUMBERNAULD

Our £14m capital investment in a new liquid
processing room at our Cumbernauld site is nearing
completion.

The process room is the heart of the factory where
the ingredients are added and mixed for all of our
drinks and the investment includes a new building
and brand new equipment.

The project delivers a range of efficiency
improvements including greater automation, faster
processing and waste reduction as well as reducing
manual handling and improving the working
environment for our process team.

GIVING OUR SALES
TEAMS THE BEST
TOOLS FOR THE JOB

We have been selling directly to our customers since
the business was born over 140 years ago and over time
our systems and processes have grown and evolved.
The time was right in 2019 to consolidate our ways of
working into one new and cohesive sales platform to
allow our Barr Direct sales teams to benefit from using
one system driven by a powerful central database.

The new system provides a range of functional
capabilities that equip our sales teams with the data
and insight to deliver stronger customer and category
performance – from greater data capture and insight
to better promotional management and reporting.

AccountsStrategic ReportCorporate Governance
Responsibility
Report and
Non-Financial
KPIs

We are proud of our brands and business. We are also proud of the
positive contribution we believe we make to society. It is our belief
that how we act reflects who and what we are.

For over 140 years we’ve been creating and
building great tasting brands that people
love and our business has grown as a result.
The continued financial strength of our
business is important not only to our
950 employees and our shareholders,
but also on a broader basis, where our
performance positively impacts a wide
range of stakeholders, from customers and
suppliers to the communities we operate
in and the UK economy as a whole.

Our responsibility agenda has always been
woven into the fabric of our business and,
as we grow and develop, it’s more important
than ever that we play our part in addressing
the key issues facing society, such as tackling
the concerning impact of climate change.

We are also mindful that our actions can
contribute towards global improvements.
The 2030 Agenda for Sustainable
Development, adopted by all United Nations
Member States in 2015, provides a shared
blueprint for peace and prosperity for
people and the planet, now and into the
future. At its heart are the 17 Sustainable

Development Goals (“SDGs”), which are
an urgent call for action by all countries
– developed and developing – in a global
partnership. They recognise that ending
poverty and other deprivations must go
hand-in-hand with strategies that improve
health and education, reduce inequality,
and spur economic growth – all while
tackling climate change and working
to preserve our oceans and forests.

A.G. BARR p.l.c. Annual Report and Accounts 2020While there will be actions we take which contribute both directly and indirectly to
many of the SDGs, we have reviewed and updated our SDG connections to be more
focused on where we believe we can play our part. These are:

A F F O R D A B L E A N D
C L E A N E N E R G Y

Ensure access to affordable,
reliable, sustainable and modern
energy for all.

R E S P O N S I B L E
C O N S U M P T I O N
A N D P R O D U C T I O N

Ensure sustainable consumption
and production patterns.

G O O D H E A L T H
A N D W E L L - B E I N G

Ensure healthy lives and promote
well-being for all at all ages.

D E C E N T W O R K A N D
E C O N O M I C G R O W T H

Promote sustained, inclusive and
sustainable economic growth, full
and productive employment and
decent work for all.

C L I M A T E A C T I O N

Take urgent action to combat climate
change and its impacts.

AccountsStrategic ReportCorporate Governance

R E S P O N S I B I L I T Y R E P O R T C O N T I N U E D

Behaving responsibly
for over 140 years

We act with
integrity

We respect the
environment

Key focus areas
– Health and safety
– Employee engagement

– Responsible policies

& practices

Key focus areas
– Energy efficiency
– Waste and water

– Sustainable sourcing
– Packaging

Main supporting policies
– Anti-bribery &

Corruption Policy
– Anti-facilitation of Tax

Evasion Policy

– Data Protection Policy
– Disclosure Policy
– Equality and Diversity Policy
– Environmental Policy
– Ethical Trading Policy

Long-term goals

– Health & Safety Policy
– Information Security Policy
– Modern Slavery Statement
– Prompt Supplier Payment

Guidelines
– Quality Policy
– Responsible Marketing Code
– Speaking Up Policy

Employee engagement
2022 Goal

Accident incident rate
2022 Goal

80%

Main supporting policies
– Environmental Policy
– Ethical Trading Policy

– Procurement Quality Manual

Long-term goals

Waste diverted
from landfill
2021 Goal

Reduction in greenhouse
gas emissions 2025 Goal
(Baseline 2015)

100%

Improvement in water usage
efficiency 2025 Goal
(Baseline 2015)

40%

Recycled PET content
2022 Goal

15%

30%

Supporting the UN Sustainable Business Goals

A.G. BARR p.l.c. Annual Report and Accounts 2020

We focus our specific responsibility goals and commitments on those areas where
we believe we can make the greatest positive economic, environmental, and social
impact, supporting our contribution to a sustainable future for all. We also engage
with a wide range of stakeholders as set out on pages 50 to 56 to ensure that our
priorities are aligned. As such behaving responsibly at A.G. Barr is underpinned by
four key commitments which we believe to be material matters to both our business
and our stakeholders:

We support
healthy living

We give
back

Key focus areas
– Calorie reduction
– Responsible advertising

& marketing

– Labelling

Main supporting policies
– Responsible Marketing Code
– British Soft Drinks Association
Code of Practice on Energy
Drinks

Key focus areas
– Community engagement
– Charity partnership

– Employee volunteering

Main supporting policies
– Employee Volunteering

Policy

Long-term goals

To continue to advertise responsibly, offer a wide range
of pack sizes to assist with portion control and, by providing
clear nutritional information on all of our products, enable
our consumers to make informed choices

To support our corporate charity partnership with Mental Health
UK improving the lives of those with mental health challenges
by donating £150,000 over 3 years and raising awareness across
our own teams.

Supporting the UN Sustainable Business Goals

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N O N - F I N A N C I A L I N F O R M A T I O N S T A T E M E N T

The information presented here, and
throughout the report as cross-referenced
below, complies with the requirement
under sections 414CA and 414CB of the
Companies Act 2006 to provide information
on certain non-financial matters. Our
Responsibility report on pages 22 to 35
provides the required information in relation
to content on environmental matters, our
employees, community issues and social
matters, as well as setting out our non-
financial metrics. Our business risks are
included within our risk management
section on pages 42 to 47.

The Group is a UK Living Wage accredited
employer. Our statement in relation to
Modern Slavery can be found on the Group
website at www.agbarr.co.uk. It is the
Group’s policy to conduct all of its business
in an honest and ethical manner. It is
committed to acting professionally, fairly
and with integrity in all its business dealings
and relationships wherever it operates.
The Group’s Anti-bribery and Corruption

Policy (“ABC Policy”) emphasises the Group’s
zero tolerance approach to bribery and
corruption. It sets out the Group’s
responsibilities, and of those working for it
and parties acting on its behalf, in observing
and upholding its position on bribery and
corruption in compliance with applicable
laws, and provides information and guidance
to those working for the Group and parties
acting on its behalf on how to recognise
and deal with bribery and corruption issues.
The ABC Policy is clearly communicated to
all employees. Anti-bribery and corruption
training is provided to all employees on
induction and on a regular basis thereafter.
The Group maintains an anti-bribery and
corruption register, which records details
of corporate hospitality and gifts given and
received by employees over a specified
value. The Group’s international department
undertakes appropriate due diligence on all
third parties acting on its behalf and maintains
a third party anti-bribery and corruption
register. As confirmed on page 63, the
Audit and Risk Committee reviews the

effectiveness of the Group’s anti-bribery
systems and controls and reviews and
approves the Group’s ABC policy on an
annual basis. No bribery and corruption
issues arose during the year.

There is currently no specific human rights
policy in place. As a domestic business,
we comply with the full spectrum of
employee protection legislation. We believe
our existing policies as set out on page 31
ensure the rights of our own employees
are respected fully and our robust supplier
controls, as set out on page 44, provide
assurance when considering human rights
impacts beyond our direct control.

A description of our business model can be
found on pages 8 to 9.

Non-financial KPIs
In support of our responsibility
commitments we measure a range of
non-financial KPIs as set out below.

N O N - F I N A N C I A L K P I s

Employee engagement

Accident incident rate

Reduction in greenhouse gas emissions

77.0%

2019: 77.0%

7.42019: 6.3

36.2%

2019: 28.1%

As measured by annual “Your Voice Matters”
employee survey.

Number of accidents (RIDDOR) relative to
employee base. Further information is provided in
our “Health and safety culture” section on page 27.

Percentage reduction in total Scope 1 and Scope 2
greenhouse gas emissions. Baseline 2015.

2020

2019

77.0%

2020

2019

7.4

6.3

2020

2019

36.2%

28.1%

Improvement in water usage efficiency

Waste diverted from landfill

(16.0%)

2019: (1.2%)

97.2%

2019: 94.5%

Baseline 2015. Ratio of total water used relative
to total litres of product produced. Further
information is provided in our “Waste and water”
section on page 32.

Quantity of waste diverted from landfill
relative to total waste.

(16.0%)

2020

(1.2%)

2019

2020

2019

97.2%

94.5%

A.G. BARR p.l.c. Annual Report and Accounts 2020We act
with integrity

Health and safety culture
We work hard to create a culture in which
safety and health are our top priorities.
Our ultimate goals in this area are zero
work related accidents and the provision
of a safe and healthy working environment.
We continuously improve our health and
safety management systems to underpin our
objectives and to ensure compliance with
all health and safety related legislation. Our
thorough and varied safety management
activity programme is designed to keep
safety at the top of everyone’s agenda with
actions ranging from safety awareness
initiatives and behavioural safety training,
to site audits and reporting.

Despite our ongoing focus on safety, our
accident incident rate increased during the
year, primarily as a result of falls by delivery
drivers whilst descending from their vehicles
and manual handling injuries in our
warehousing and transport operations.
In response we have introduced a range
of measures specifically aimed at further
improving our safety practices including
in these areas:
– new truck safety features and

technologies

– manual handling refresher training
– coaching with delivery drivers on good
vehicle access and egress techniques

Across 2018 we partnered with the Keil
Centre, chartered psychologists and
ergonomists with significant safety related
experience, to conduct a full health and
safety cultural assessment across our supply
chain function. We are now rolling out a
series of interventions across our teams to
drive improved safety related behaviours,
awareness and decision making, and we
hope to see an improved performance in
the year ahead.

I N F O C U S
T O P A U D I T S S C O R E S
F O R O U R 3 F A C T O R I E S

All 3 of our factories, at Milton Keynes,
Cumbernauld and Forfar, achieved AA
status in their British Retail Consortium
(“BRC”) food and safety audits over
the past twelve months, the highest
possible score attainable.

BRC certification is an internationally
recognised mark of food safety and
quality. The audits are completed
by independent auditors and the
standards have become a worldwide
benchmark for best practice in the
food industry.

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“Our goal is to make
A.G. Barr a great place
to work both now and
in the future.”

Employee engagement
Our goal is to make A.G. Barr a great
place to work, both now and in the future.
Underpinning everything that we do is our
belief in performance through people –
a positive and engaged team drives better
business performance.

Barr Behaviours
We have developed a simple behavioural
framework central to who we are and how
we operate, known as our Barr Behaviours.
These behaviours are at the heart and soul
of A.G. Barr and support how we work

together to enhance performance in our
developing business. Whether recruiting
new employees or developing our existing
teams, our Barr Behaviours are core to our
thinking and ensure we are all focused on
our performance potential. Our behaviours
centre on four main areas – Being Brilliant,
Always Learning, Results Driven and
Relationships Matter.

Your Voice Matters Employee
Engagement Survey
Our annual employee engagement
survey “Your Voice Matters” provides
invaluable insight into the views and
opinions of our employees. Seeking
feedback on a range of areas, from
working conditions and leadership
to reward and learning opportunities,
the survey allows direct year on year
comparisons to be made to allow
the development of continuous
improvement action plans at a
corporate, site and a team level.

I N F O C U S
Y O U R V O I C E M A T T E R S
E M P L O Y E E E N G A G E M E N T
S U R V E Y

Our 2019 “Your Voice Matters”
employee engagement survey results
saw our highest ever response rate
with 86% of our people sharing their
views and opinions with us. Our
overall employee engagement score
was 77% well ahead of UK FMCG
benchmark averages of 71%. (Source:
Willis Towers Watson)

A.G. BARR p.l.c. Annual Report and Accounts 2020learn in different ways, and that knowledge,
skills and experience can be enhanced in
different ways. From classroom training and
job shadowing to our successful mentoring
programme and externally provided training
courses, we try to ensure there’s something
to suit every individual in every area of
the business.

I N F O C U S
N E W M A N A G E M E N T
D E V E L O P M E N T
P R O G R A M M E

We launched our new Management
Development Programme “Manager
Essentials“ during the year, aimed at
enhancing the skills and knowledge
of our management population.
The programme consists of 5
modules that build the skills and
knowledge of the delegates in specially
designed workshops, then invites
them to continue their learning outside
the classroom.

Learning and development
Learning and development in our business
is about creating a Company-wide culture
in which everyone is supported and
challenged to take ownership of their
results, the impact they have on others and
their careers. That’s why “Always Learning”
is one of our Barr Behaviours. Our teams
are encouraged to take the lead in their
own personal development, drawing from
a wide range of learning opportunities.
Our award-winning iLearn platform is our
hub for development activity, with hundreds
of hours of learning immediately accessible.
But we also recognise that different people

I N F O C U S
S U P P L Y C H A I N
C O M P E T E N C I E S

A competency framework is already
firmly established with our Commercial
team in Barr Soft Drinks, and we are
now rolling this successful concept
out further to our Supply Chain teams.
Setting out the abilities and attributes
that are important in performing
effectively in a Supply Chain role, the
competencies demonstrate to people
that there are steps they can take to
improve their skills and develop in the
business. Supported by learning and
development modules, the Supply
Chain competencies will allow our
people to improve their skill levels
and set out clear paths for progression.

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“Embracing diversity means
that we value and respect
everyone’s differences,
allowing us to make the
most of individual talent.”

Diversity and inclusion
We want to be a diverse and inclusive
business that respects and values difference
and allows all of our people to perform
at their best. By treating people fairly and
equally, and by accepting and embracing
diversity in all its forms, we believe this will
improve our market competitiveness, foster
innovation, enhance our reputation and
create an inclusive and positive working
environment for all employees to thrive.
Our aim is to ensure that all employees and
job applicants are given equal opportunities.
Embracing diversity means that we value
and respect everyone’s differences, allowing
us to make the most of individual talent. We
have made progress in this area, particularly
over the past 12 months as detailed, and we
will continue to work on creating the kind of
environment that is inclusive, where people
feel they can be themselves at work and
their opinions count.

I N F O C U S
D I V E R S I T Y A N D I N C L U S I O N A W A R E N E S S T R A I N I N G

Our focus on diversity and inclusion
intensified across 2019 and we have
progressed with a range of actions
identified the previous year, following
employee feedback. A key activity
has been our roll-out of diversity and
inclusion awareness training to all
employees, where we have used a
combination of face to face learning
sessions and on-line modules to raise
understanding of some of the key factors
which lead to improvements and to
allow as many of our team as possible
to contribute to the creation of a more
diverse and inclusive workplace.

I N F O C U S
G E N D E R P R O G R E S S

Board and Company
Secretary

Senior
Managers

All
Employees

In 2019, our third year of gender pay gap
reporting for Barr Soft Drinks, we were pleased
to report an improvement in our mean pay gap
which has reduced from 12.0% in 2017, to 4.1%
in 2018 and now sits at 2.3%. Similarly, our
median gender pay gap has moved from
-1.9% last year to -6.8%.

We are also encouraged to see further steady
progress in the representation of female senior
managers within the business, with women
now making up 40% of our senior management
population, up from 28.9% in 2017.

As at
26 Jan 19

As at
25 Jan 20

As at
26 Jan 19

As at

25 Jan 20

26 Jan 19

As at
25 Jan 20

Male

Female

Total

689

268

957

672

279

951

Our full 2019 latest Barr Soft Drinks Gender Pay Report is available on our website at
www.agbarr.co.uk

A.G. BARR p.l.c. Annual Report and Accounts 2020I N F O C U S
F L E X I B L E W O R K I N G
A T B A R R S O F T D R I N K S

In support of our desire to be a more
inclusive business we trialled new and
more flexible working arrangements
across the year. The trial was successful
from all perspectives – our employees
benefited from a better work life
balance, and our leaders considered
their people to be more motivated to
perform at their best. This enhanced
flexibility is now embedded in the
business, strengthening engagement,
proving successful in recruiting a wider
talent pool and supporting our drive
to deliver improved business
performance.

Reward
We strive to offer a fair and transparent total
reward package that drives a performance-
led culture.

We target our pay at the market median
or above, ensuring we can attract and
retain high calibre employees. We operate
a number of incentive and bonus schemes,
as well as performance related pay
arrangements, designed to reward and
motivate strong individual and collective
performance.

We offer employees a modern and flexible
range of benefits designed to offer choice
to our increasingly diverse workforce.

We comply fully with all the regulations
associated with rewarding our employees
fairly and are a UK Living Wage accredited
employer.

Responsible policies and practices
We have high expectations of our partners,
our suppliers and ourselves. Across 140
years of operation we have developed
robust and responsible policies and
practices that guide what we do and how
we work with others. The policies,
statements and guidelines we rely upon
include, but are not limited to, the following:
– Anti-bribery and Corruption Policy
– Anti-facilitation of Tax Evasion Policy
– Data Protection Policy
– Disclosure Policy
– Equality and Diversity Policy
– Environmental Policy
– Ethical Trading Policy
– Health and Safety Policy
– Information Security Policy
– Modern Slavery Statement
– Prompt Supplier Payment Guidelines
– Quality Policy
– Responsible Marketing Code
– Speaking Up Policy

AccountsStrategic ReportCorporate Governance

R E S P O N S I B I L I T Y R E P O R T C O N T I N U E D

We respect the
environment

The environment and natural resources
are precious. We take our environmental
responsibilities very seriously, constantly
striving for opportunities to improve our
sustainability and play our part in reducing the
effects of climate change, whether through
our energy use, our water and waste control
or our general environmental impacts.

Energy efficiency
Recognising the emissions data in the table
below, we closely monitor our energy
efficiency and have taken numerous steps
over recent years to reduce our energy
usage, whether within our manufacturing
sites, in our general offices or out on the
road across our fleet of vehicles.

We have been accredited to the Environmental
Standard ISO 14001 since 2003. This
certification provides a framework against
which we have developed comprehensive
environmental procedures and monitoring
systems. These processes have allowed us to
measure our environmental performance and
focus our activities on delivering long-term
improvements.

A.G. Barr GHG Emissions in tonnes CO2e

Year to

26 Jan 2019

25 Jan 2020

Scope 1

Scope 2

5,296

5,467

7,294

5,719

Intensity ratio

26.04

26.17

Methodology
Emission releasing activities are categorised
into Scope 1 (Direct) and Scope 2 (Indirect)
defined by the World Resources Institute/
World Business Council for Sustainable
Development.

Scope 1 figures include fuel combustion,
process emissions and fuel usage for owned
logistics transport, taking measurements in
KwH (of gas) and litres of fuel, then converting
these values to CO2e (conversion factors
issued yearly by the Department of Energy).

Scope 2 figures include consumption
of purchased electricity in KwH, then
converting these values to CO2e using
Department of Energy conversion factors.

Intensity ratio is kg of CO2e per 1,000 litres
of product produced.

Greenhouse gas emissions have reduced
by 36.2% against the 2015 baseline which
is a year on year improvement.

I N F O C U S
1 0 0 % R E N E W A B L E E L E C T R I C I T Y

We take our environmental
responsibilities seriously and strive for
opportunities to play our part in reducing
the effects of climate change. Supporting
our carbon neutral ambition we have
signed a deal with Swedish energy group
Vattenfall to introduce fossil-free
electricity across all our sites.

The ten-year contract will supply us
with 22GwH per year from Vattenfall’s
wind farms in the UK – the equivalent
electricity used by 6,000 UK homes
annually. Using home grown renewable
energy is a big step towards reducing our
carbon footprint and delivering our
ambitious sustainable business goals.

A.G. BARR p.l.c. Annual Report and Accounts 2020Packaging
We believe that packaging should be treated
by all as a valuable resource and recycled,
not discarded as litter. 100% of our soft
drinks packaging is recyclable and recycling
messages are displayed on all our drinks.
In addition, we continually seek to reduce
the amount of packaging we use and have
made significant achievements in this area.
We use 20% less material in our plastic
bottle designs than we did 10 years ago
and we recently removed difficult to recycle
polypropylene sleeves from millions of
our bottles. We are pleased to be further
improving our sustainability performance by
introducing recycled material content (rPET)
into our plastic bottles. Our target is to have
at least 30% rPET content across our entire
soft drinks portfolio by 2022.

Based on current government policy, both
in Scotland and England, a Deposit Return
Scheme (“DRS”) for beverage containers is
expected to be introduced in the UK within
the next few years. Such a scheme would
see consumers pay a deposit on beverage

containers, which would be redeemed
when the container is returned.

A DRS in the UK will set drinks packaging
apart, as drinks containers will become part
of a truly circular economy. In countries
where DRS is already operational, such as
Norway and Germany, return rates of plastic
bottles for example reach as high as 98%.
In addition, the quality of recycled material
available from a DRS system is expected to
be much higher than the quality produced
by current household recycling. We believe
this will vastly improve the availability
of recycled content to go back into
new containers.

Along with our soft drinks industry peers, we
are supportive of a DRS in principle and have
been working positively and collaboratively
with the government, initially in Scotland.
Designed correctly, DRS can be a sustainable
solution to packaging waste that is positive
for the environment and practical for
consumers, manufacturers and retailers.

I N F O C U S
I N T R O D U C I N G G R E A T E R
R E C Y C L E D C O N T E N T
I N T O O U R P A C K A G I N G

Having introduced 50% recycled
PET (rPET) into our Strathmore water
plastic bottles, we are now extending
this further across our Rubicon Spring
range. While rPET material availability
remains a key challenge for the food
and drink industry as a whole, we
remain committed to achieving at
least 30% rPET across our full range
of plastic bottles by 2022.

Waste and water
We are committed to the prevention of
pollution and continually seek to understand
and minimise the direct and indirect
environmental impacts of our operations.
As a soft drinks manufacturer, waste and
water are key areas of focus. Through
constant monitoring, using formal auditing
procedures where appropriate, we seek
to avoid, reduce or control the creation
and emission of discharge of any type of
pollutant or waste.

Our water usage efficiency has suffered over
the past year as a consequence of the decline
in Barr Soft Drinks production volumes. This
has a negative impact on our water usage
ratio calculation, as set out in our non-
financial KPIs, due to shorter production runs
and increased line changeovers. We remain
committed to improvement in this area and
we continue to take appropriate steps to
optimise our water usage.

I N F O C U S
R E D U C I N G
E N V I R O N M E N T A L W A S T E

In support of our goal to have 100%
of our waste diverted from landfill
by 2021, we appointed a new waste
management partner during the year.
This new partnership will improve the
quality and consistency of our waste
collection processes and is an
important step towards our waste
reduction targets.

Sustainable sourcing
As climate change and a rising population
put pressure on our limited natural resources,
it is important for all our raw materials to be
sourced sustainably and used effectively.
Our Ethical Trading Policy sets out our
expectations in this regard and every one
of our suppliers must acknowledge their
compliance on an annual basis.

Alongside our own stringent supplier
approval process, which audits a broad
range of requirements, we use the Supplier
Ethical Data Exchange (“Sedex”) platform,
as a secondary verification step. Sedex
is a not-for-profit global membership
organisation dedicated to driving
improvements in ethical and responsible
business practices.

AccountsStrategic ReportCorporate GovernanceR E S P O N S I B I L I T Y R E P O R T C O N T I N U E D

We support
healthy living

Calorie reduction
99% of our soft drinks portfolio by volume
now contains no or low sugar, less than
5g total sugars per 100ml.

Our job has always been, and continues
to be, about understanding consumers
and their changing tastes and preferences,
and providing them with great tasting
soft drinks. Evidence shows that most
consumers want to reduce their sugar
intake while still enjoying great tasting drinks.
We have been reducing the sugar across
our portfolio and introducing new and
innovative reduced sugar products in
response to our consumers’ changing
tastes and preferences for several years.

Responsible advertising
and marketing
We take our responsibility in how we market,
promote and advertise our products very
seriously. In addition to reducing our
soft drinks sugar content, we advertise
responsibly, offer a wide range of pack
sizes to assist with portion control and, by
providing clear nutritional information on
all of our products, enable our consumers
to make informed choices. We fully comply
with all of the appropriate regulations and
in some cases go beyond the standards set,
such as in the area of Energy Drinks where
our industry code exceeds regulatory
requirements.

I N F O C U S
N E W Z E R O S U G A R
C H O I C E F O R R U B I C O N
M A N G O F A N S

In March 2019 we launched Rubicon
Zero Added Sugar Mango, adding a
great-tasting, authentic zero sugar
mango variant to our portfolio.

Labelling
We have always been committed to
providing clear calorie and nutritional
information on our packs to help consumers
choose products that are right for them.
We were one of the earliest adopters of
the government’s voluntary front of pack
nutritional labelling on all our own brands
which is a simple traffic light style scheme,
making it even easier for consumers to find
the information they need.

A.G. BARR p.l.c. Annual Report and Accounts 2020We give
back

Community engagement
Since 1875, we have always supported and
worked closely with the communities in
which we operate.

We provide financial, in-kind, practical
and employee volunteering support to a
wide range of charities, good causes and
community groups each year across the UK.

Charity partnership
In 2016, Macmillan Cancer Support became
our first ever employee-chosen charity
partner following a Company-wide vote.
Our £150k corporate donation, combined
with over £100k of employee fundraising,
saw an incredible £258k raised to support
Macmillan over our 3-year partnership.
During the course of our successful
relationship money raised went to a wide
range of good causes, from nursing care to
a new Support and Information Centre at the
Beatson West of Scotland Cancer Centre.

In 2019 our employees had the opportunity
to vote again for a new 3-year charity
partner and on this occasion Mental Health
UK was the clear winner. Mental Health UK
brings together 4 national mental health
charities working across the country and
provides advice, information and support.
Our corporate donation of £150k over the
3-year partnership will be supplemented by
employee fundraising, and our teams are
already getting behind this important charity.

I N F O C U S
F U N D R A I S I N G F U N

Blue Monday is a name given to the
day in January claimed to be the most
depressing day of the year. Our team at
our Middlebrook offices were determined
not to let it get them down however, and
arranged a fabulous day of pampering
for employees, with donations for spa
treatments made to Mental Health UK.

The event promoted employee wellbeing
as well as providing work experience for
Bolton College Beauty Therapy students
and raised a fantastic £500 for Mental
Health UK.

Employee volunteering
We encourage employees from across the
business to take part in volunteering activities,
giving something back to the communities
we serve. Our employee volunteering policy
allows every employee the opportunity to
take paid time off to volunteer with our
employee nominated charity.

AccountsStrategic ReportCorporate GovernanceFinancial review

The following is based on results for
the 52 weeks ended 25 January 2020.
Comparatives, unless otherwise stated, are
for the 52 weeks ended 26 January 2019.

“The Group is
financially strong
and business
operations remain
highly cash
generative. We end
the year with cash
in the bank and
remain committed
to a well-invested
asset base.”

Stuart Lorimer
Finance Director

A.G. BARR p.l.c. Annual Report and Accounts 2020Performance overview
In the year ended 25 January 2020 the Group experienced a variety of challenges which adversely impacted sales and profitability.
However, significant action has been taken to address these, we exited the year with good momentum and with the foundations and
strategy in place for long-term success.

Reported net sales, at £255.7m, were down 8.4% as a result of specific brand challenges within soft drinks (primarily Rubicon and Rockstar),
the negative short-term impact of pricing re-alignment, (principally relating to IRN-BRU), and the backdrop of strong prior year comparatives
with 2018 benefitting from the exceptional summer weather and a well-managed response by the Group to the industry wide CO2 shortage.
The Funkin business had another year of strong growth.

Statutory profit before tax at £37.4m was down 16.0%, driven by trading performance across the soft drinks portfolio, the largely fixed cost
nature of our integrated manufacturing model in this area, and our commitment to sustained brand investment across the Group. These
challenges were only partially mitigated by strong discretionary cost control and the initial impact of our business re-engineering programme
which aims to reposition the Group for sustainable future growth.

Net cash from operating activities continues to be strong at £40.1m (£36.8m on a pre-IFRS 16 basis – cash from operating activities
has increased by £3.3m with a corresponding increase in lease payments of £3.3m within financing activities) and balance sheet health
remains robust, with a well-invested asset base (capital expenditure in the year was £14.8m as we continue to invest ahead of depreciation).
We ended the financial year with net cash in the bank, after completing our £30m share repurchase programme, and strong working
capital governance, resulting in good inventory control and minimal bad debts.

Given the highly unusual circumstances arising from COVID-19, we believe it is currently important to conserve cash and maintain balance
sheet flexibility. As such, the Board is not proposing a final dividend at this time, and will review the dividend position when there is greater
visibility of the impact of COVID-19.

Segmental performance
There are 3 reportable segments in our Group:
1. Carbonated soft drinks
2. Still soft drinks and water
3. Funkin

Carbonated soft drinks
Our carbonates segment represents over 76% of our revenue and almost 84% of gross profit. Revenue decline of 8.4% was driven by
a 9.2% fall in volumes, against a backdrop of strong volume performance in the prior year.

The IRN-BRU brand reported net revenue down c.4%, with volumes down c.9%, due to a combination of the year-on-year challenging
comparatives and the short-term negative volume impact as we realigned our price position. Innovation launches in the year, IRN-BRU
Energy and limited edition IRN-BRU 1901, have both performed well. The IRN-BRU brand returned to value growth in the final quarter
and exited the year on a positive footing.

The transition back to a value over volume strategy, combined with the disappointing spring and summer weather, most notably in our
key markets of Scotland and the north of England, has had a short-term volume impact across the portfolio. However consumer acceptance
of the new price and promotional positions was evident as the year progressed.

We have seen consumer acceptance of the new price and promotional positions.

The franchise brand, Rockstar, had a challenging year with similarly tough prior year comparators exacerbated by intense competitor activity
impacting volumes resulting in volumes down 27% and revenue down 29%. In response we have launched several new product innovations
towards the end of the year, and have an ongoing programme of product improvement for the core brand flavours.

While our Rubicon carbonated range was also impacted by the weather, the Rubicon Spring brand continued to perform well along with our
Barr Flavours range, which grew both volume and net revenue, maintaining and building further upon the distribution gains of the prior year.

Despite our efforts to manage costs, brand contribution in the carbonates segment declined due to cost of goods inflation, arising from
modest commodity increases, and the adverse impact of lower volumes on the largely fixed cost base within our soft drinks supply chain.

AccountsStrategic ReportCorporate GovernanceF I N A N C I A L R E V I E W C O N T I N U E D

Stills and water
Segmental net revenue declined 18.2% driven by a 16.8% fall in volume.

Our Rubicon stills products operate in a juice drinks market which has experienced several years of decline. In addition, last year was
particularly challenging as a result of the tough weather driven comparatives of the prior year and exacerbated further by some product
reformulation challenges. Volumes and net sales were down c.21% in the year to 25 January 2020, however we have taken action to improve
the product formulations and have launched a new and refreshed Rubicon brand identity in the last quarter of the year.

Strathmore water net revenue declined 17%, in part due to weather comparators, but also related to the price competitive nature of the water
segment. While a relatively small proportion of our business, the Strathmore brand has a dedicated manufacturing operation with a largely
fixed cost base, meaning lower year-on-year volumes disproportionately impact gross profit and gross profit margins.

Funkin cocktails
The Funkin business continued to deliver strong revenue, up more than 20%, and profit growth. The core on-trade focused cocktail
ingredients business continued to perform well supported by the launch of Funkin branded ready-to-drink cocktails, for both the on-trade
and increasingly gaining distribution in the take-home market.

Exceptional items
In the year to 25 January 2020 we incurred, and have separately disclosed, two items considered to be non-recurring and exceptional
in nature. The net charge (pre-tax) of these items was £NIL.

The Board is of the opinion that the nature and materiality of these items makes it appropriate to classify these as ‘exceptional’ and that
this provides a more useful presentation of the underlying performance of the Group. In determining whether an event or transaction
is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence
as well as the size and nature of an item both individually and when aggregated with similar items for example restructuring costs, product
development or asset write offs. This presentation is consistent with the way that financial performance is measured and reported to the
Executive Committee and to the Board, and assists in providing a meaningful analysis of our trading results.

– Business re-engineering costs (£1.8m charge): In September 2019 the Group embarked on a change programme with

two key objectives:
– To simplify and streamline our operations and reshape our internal supply chain by rationalising and reducing the complexity of

our portfolio and route to market. This element of the programme includes rationalising a number of products and formats (£0.6m)
and the closure of our Sheffield sales depot in March 2020 (£0.5m). The product rationalisation represents a major reshaping of our
portfolio on a scale well in excess of our normal product review process and in a way that will enable a significant change in our ways
of working

– An organisational change programme largely within the Commercial team to refocus resources and investment towards those areas

with the greatest profitable growth potential (£0.7m)

As a result of these activities, the Group has incurred exceptional costs relating to product write-offs and employee severance. This is
a 2-year programme with further phases of activity planned in the year ahead with further exceptional costs are expected to be at a level
similar to the year ended 25 January 2020.

– Wind turbine removal (£1.8m credit): For a number of years a wind turbine has been in operation at our Cumbernauld site. This turbine
has now been removed, with an associated compensation payment made. The turbine’s removal will facilitate the construction and
operation of additional large scale wind energy projects in Scotland which are important elements supporting the achievement of
Scottish climate change targets.

The cash impact of the exceptional items was a £0.2m outflow with £1.6m of the wind turbine removal credit received shortly after the end
of the financial year.

Further details on exceptional items can be found on pages 128 to 129.

In the prior year, an exceptional expense of £0.7m was recognised. This reflected a past service cost in respect of the equalisation of
guaranteed minimum pension (“GMP”) benefits following a High Court judgement relating to Lloyds Banking Group. The judgement has
implications for many pension schemes, including the A.G. Barr defined benefit scheme. We continue to work with our actuarial advisers
to understand the implications of the judgement for this scheme and the £0.7m pre-tax cost recognised in 2019 remains the best estimate
of the effect on our reported pension liabilities.

A.G. BARR p.l.c. Annual Report and Accounts 2020Interest
Net finance charges, totalling £0.6m, largely comprised notional finance costs associated with the defined benefit pension deficit
(under IAS 19). Lease interest costs (under IFRS 16) and debt facility charges remain minimal reflecting our relatively low use of leasing and
our continued strong net cash position.

The constituent elements of the interest charge comprised:

Interest related to Group borrowings
Lease Interest
Finance costs related to pension
Net finance costs

2020
£m

(0.2)
(0.1)
(0.3)
(0.6)

2019
£m

(0.2)
–
(0.4)
(0.6)

Taxation
Our reported tax expense of £7.6m (2019: £8.7m) represents an effective tax rate of 20.3% (2019: 19.5%). This is higher than the UK statutory
rate of 19.0%, primarily due to the impact of depreciation and amortisation of non-qualifying assets and certain non-allowable expenses.

Earnings per share
Basic EPS was 26.50p (2019: 31.51p), a decrease of 15.9%, based on a basic weighted average of 112,452,517 shares (2019: 113,626,941
shares), reflecting the impact of the challenging trading environment on reported profit. The reduction in the basic weighted average
number of shares is predominantly due to 1.9 million ordinary shares being repurchased and cancelled during the year as part of the share
repurchase programme. Based on a diluted weighted average of 112,510,448 shares, diluted EPS was 26.49p (2019: 31.47p).

Balance sheet and cash flow
The Group balance sheet remains strong and we remain cash positive (with no bank debt) as of 25 January 2020. This provides the Group
with financial resilience and the flexibility to pursue our strategic objectives. Net asset movement is a combination of a strengthening fixed
asset base, a £3.0m reduction in pension liabilities under IAS 19, increased dividends paid to shareholders of £19.0m (2019: £17.9m) and
£11.5m of share repurchases (2019: £10.3m).

Return on capital employed (“ROCE”)* decreased from 21.0% in 2019 to 16.1% in 2020 as a consequence of our operating profit decline and
our modestly larger asset base.

The Group remains financially strong and highly cash generative, with net cash from operating activities of £40.1m (2019: £44.6m) and net
cash balances of £10.9m.

EBITDA* reduced by £3.5m to £51.1m in line with the weaker trading performance, delivering an EBITDA margin* of 20.0%, marginally higher
than the prior year (19.6%). Working capital cash flow was a £0.8m outflow as lower receivables were only partially offset by lower inventories
and payables again all related to trading performance. Bad and overdue debts were minimal at the year end. We have continued to apply
a disciplined approach to cash management across the Group. IFRS 16 has no overall impact on cash flow however it has improved EBITDA
by £3.3m and EBITDA margin by 129bps.

We remain committed to a well-invested asset base and have continued to invest in line with our long-term programme of replacement
and expansion. At £14.8m, our cash capex spend in the year was, as planned, significantly ahead of the prior year (£8.9m). Our major project
in the year was the replacement and upgrade of our liquid to line processing equipment and technology within our Cumbernauld factory.
We also supported the ongoing investment in our logistics vehicle fleet to ensure we have a safe, efficient and increasingly environmentally
friendly fleet. The liquid to line upgrade has been a major multi-year project (£14.0m overall capital investment with £7.5m spent in 2019/20)
which is now in the commissioning stage. The project is on budget and expected to complete in 2020.

We ended the year with cash in the bank and no bank debt (net funds* £3.0m post IFRS 16). Since the financial year end we have concluded
the extension of certain existing banking facilities at rates in line with current facilities. Our new arrangements result in the Group maintaining
three revolving credit facilities – two £20m facilities with two years remaining and one £20m facility over a five year period. These
arrangements provide flexibility to support both short-term operational variability and optionality should debt capacity be required to
facilitate corporate opportunities. As a result of the increased uncertain trading environment we felt it was prudent to draw down the full
£60m of these revolving credit facilities in the early stages of the COVID-19 pandemic.

AccountsStrategic ReportCorporate GovernanceF I N A N C I A L R E V I E W C O N T I N U E D

Investment in associate – Elegantly Spirited Limited (STRYYK brand)
On the 7 June 2019, the Group made a 20% minority equity investment in Elegantly Spirited Limited (“ESL”), a new business start-up in
the nascent zero proof spirits market, and the owner of the STRYYK brand, a range of zero proof spirits products. ESL is now fully trading
following the business establishment period and is performing in line with expectations. ESL is recognised as an associate and the
investment has been accounted for under the equity method of accounting, with the investment initially recognised at the transaction
investment price (£1.0m) and subsequently adjusted to reflect the Group’s share of the loss since our investment (£0.1m). The Group has
the right, but not the obligation, to participate in future equity funding initiated by ESL.

Share repurchase programme
During the financial year the Group successfully completed the £30m share repurchase programme approved by shareholders in May 2017.
Share purchases in the year to 25 January 2020 totalled 1.9m shares at a cost of £11.5m and an average cost per share of £6.06. Over the
whole £30m programme 4.7m shares were repurchased at an average cost of £6.33 per share. All shares purchased under the programme
(representing 4.1% of the issued share capital) were subsequently cancelled.

Financial risk management
The Group’s risk management process is owned by the Board and operates at every level within the business to support the successful
delivery of our strategic objectives. The process is based on a balance of risk and reward, determined through assessment of the likelihood
and impact of the risk and within the context of the Group’s risk appetite as established annually by the Board. Both the risks and the risk
appetite are regularly reviewed by the Board and the Executive Committee. Risks are monitored throughout the year with consideration to
internal and external factors and the Group’s risk appetite, and updates to risks and mitigation plans are made as required. The principal risks
that could potentially have a significant impact on our business have not changed since the end of the financial year and are set out on
pages 150 to 151.

Exit from the European Union
The Company has had a Brexit Working Group in place since shortly after the UK Referendum in 2016. This group is chaired by the Head
of Group Risk with input from external advisors and representation from relevant business areas. This group monitors developments, reviews
the implications of various exit scenarios and has taken action where it has considered this to be appropriate. The outputs of the Brexit
Working Group are reviewed by the Audit and Risk Committee and covered in more detail on page 43. Since the UK’s formal exit from the
European Union on the 31 January 2020 the working group’s focus has moved to planning for the lead up to, and ongoing operations after,
December 2020.

We continue to believe that the Group’s overall Brexit risk remains largely around the potential for short-term supply chain disruption and
foreign exchange volatility rather than longer term commercial or consumer demand concerns. Therefore this is considered not to be a
principal risk. As part of our corporate viability evaluations we have modelled the impact of what we consider to be a severe but possible
Brexit scenario. This evaluation indicated that there was no significant viability risk to the business from the exit from the EU.

Treasury and commodity risk management
The treasury and commodity risks faced by the Group are identified and managed by a Group Treasury Committee whose activities
are carried out in accordance with Board approved policies and subject to regular Audit and Risk Committee reviews. No transaction is
entered into for speculative purposes. Key financial risks managed by this committee include exposures to foreign exchange rates, and the
management of the Group’s debt and liquidity positions. The Group uses financial instruments to hedge against foreign currency exposures.
As at 25 January 2020, in addition to the Group cash position, the Group had £60m of committed and unutilised debt facilities, consisting
of 3 revolving credit facilities spread over 3 long-standing relationship banks, providing the business with a secure funding platform. As a
result of the increased uncertain trading environment we felt it was prudent to draw down the full £60m of these revolving credit facilities
in the early stages of the COVID-19 pandemic.

The Group seeks to mitigate risks in relation to the continuity of supply of key raw materials and ingredients by developing strong
commercial relationships with its key suppliers. The Group manages commodity pricing risk actively and where commercially appropriate,
will enter into fixed price supply contracts with suppliers to improve certainty. We have not directly entered into commodity hedge contracts.

In addition, the Group enters into insurance arrangements to cover certain insurable risks where external insurance is considered by
management to be an economic means of mitigating these risks.

A.G. BARR p.l.c. Annual Report and Accounts 2020Accounting policies
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) and the Listing
Rules of the Financial Conduct Authority. Details of the basis of preparation and the significant accounting policies are outlined on pages 116
to 125.

The only change to the accounting policies applied this year has been the adoption of IFRS 16, the new financial reporting standard on
accounting for leases, which was adopted using the ‘modified retrospective’ transition approach, meaning that comparative financial
information at 26 January 2019 will not be restated and the cumulative impact on prior years has been reflected by adjusting opening
reserves as at 27 January 2019. The new standard requires the majority of leases to be recognised on the balance sheet as Right of Use
Assets, generating depreciation and interest charges, in place of lease expenses. The adoption of the standard has not had a material impact
on profit before tax and there is no cash impact, but it does result in a change in the way assets, liabilities and related income statement
balances are presented. As a consequence of adopting IFRS 16, the key alternative performance measure, EBITDA, has improved. Further
detail on the impact of IFRS 16 can be found in Note 1 to the financial statements.

Pensions
The Group continues to operate two pension plans – the A.G. BARR p.l.c. (2005) Defined Contribution Pension Scheme and the A.G. BARR
p.l.c. (2008) Pension and Life Assurance Scheme. The latter is a defined benefit scheme based on final salary, which also includes a defined
contribution section for pension provision to senior managers.

The defined benefit scheme has been closed to new entrants since 5 April 2002 (and to new executive entrants since 14 August 2003)
and closed to future accrual for members in May 2016. Existing and new employees have been invited to join the Company-wide defined
contribution scheme. The defined benefit scheme triennial actuarial valuation (as at April 2017), approved by the Pension Scheme Trustee
on 8 March 2018, identified a £4.8m deficit based on an agreed range of actuarial assumptions. Subsequent to the valuation, the Group and
the Pension Scheme Trustee agreed a pension repayment plan intended to eliminate the deficit by 2021. This plan was submitted to and
accepted by the Pension Regulator. The next triennial actuarial valuation will be in April 2020.

On an IAS 19 valuation basis, which is before the benefit of the asset back funding arrangement, the deficit reduced from £13.5m as at
26 January 2019 to £10.5m as at the balance sheet date. The fall in the deficit is primarily due to asset returns being higher over the year than
the discount rate (the “expected” return under IAS 19) as well as the benefit of contributions paid by the Company. The Group continues to
work proactively with the Pension Trustee to de-risk the pension liabilities and secure the commitments to employee benefits as part of the
Group’s ongoing strategic risk management. The Group remains of the view that the overall pension deficit is manageable.

Share price and market capitalisation
On 25 January 2020, the closing share price for A.G. BARR p.l.c. was £5.59, a decline of 26.6% on the closing January 2019 position.
The Group is a member of the FTSE 250, with a market capitalisation* of £626m at the financial year end.

Stuart Lorimer
Finance Director

Note: The Group utilises a range of financial and non-financial performance indicators to manage and report on the business. These are set out on page 11
and page 26. Financial metrics marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages
162 to 164.

AccountsStrategic ReportCorporate GovernanceRisk
Management

Identifying, evaluating and managing risk.

Risk management approach
The Board is responsible for the Group’s risk management and internal control systems and for reviewing their effectiveness, supported by
the Audit and Risk Committee (the “ARC”) and the Risk Committee. A risk management framework is in place which sets out the ongoing
processes for the identification, assessment and management of risks, and for their ongoing monitoring and review. The Board has defined
its risk appetite in a number of key areas for the business – this sets out the relative level of risk that the Group is prepared to seek or accept
in the pursuit of its long-term strategic objectives. The aim is to ensure that the risks taken by the Group fall within its defined risk appetite.

Effective risk management is essential to enable us to achieve our operational and strategic objectives and deliver long-term value creation.
During the reporting period we have continued to focus on embedding a culture of risk management throughout the organisation which
will contribute towards the successful execution of the Group’s long-term strategy.

Robust risk assessment
The risk management framework sets out a systematic approach to risk management which is designed to identify risks to the business,
regardless of source. Once identified, risks are assessed according to the likelihood and impact of the risk occurring and an appropriate
risk response is determined in line with the Group’s risk appetite. Risks are re-assessed based on the strength of the mitigating controls
implemented. The implementation of risk mitigation plans is subject to ongoing monitoring and review. A risk scoring matrix is used to
ensure that a consistent approach is taken across the business at both a corporate and functional level. This risk assessment and review
process is documented in the appropriate risk register. Risks are reviewed on an ongoing basis; the Group’s risk register is formally reviewed
by the Risk Committee every two months and by the Board and the ARC twice each year.

The Board and the ARC carry out a robust assessment of the Group’s emerging risks twice each year using a horizon scanning approach
together with internal and external insights. The purpose of these assessments is to identify key emerging risks for further evaluation,
monitoring and action planning. Emerging risks are captured on the Group’s emerging risk register and are subject to ongoing review.
Emerging risks are also assessed at a functional level and captured on the relevant function’s risk register, and are also subject to ongoing
review. The Risk Committee assesses emerging risks at a Group level and reviews the Group’s emerging risk register on a bi-monthly basis.
The Risk Committee has annual oversight of emerging risks at a functional level. Emerging risks remain on the relevant emerging risk register
until they are captured on an appropriate risk register or are no longer deemed to be an emerging risk. The Board has completed a robust
assessment of the Group’s emerging risks, including those related to climate change and technology, during the period.

Risk control assurance
Internal audit work is undertaken by an independent organisation which develops an annual internal audit plan having reviewed the Group’s
risk register and following discussions with the external auditors, management and members of the ARC.

During the year the ARC has reviewed reports covering the internal audit work. This has included assessment of the general control
environment, identification of any control weaknesses and quantification of any associated risk, together with a review of the status of
mitigating actions. The ARC has also received reports from management in relation to specific risk items, together with reports from the
external auditors, who consider controls to the extent necessary to form an opinion as to the truth and fairness of the financial statements.

The Group’s internal control and risk management systems are designed to manage rather than eliminate the risk of failure to achieve
business objectives and can provide only reasonable but not absolute assurance against material misstatement or loss.

The report of the ARC can be found on pages 62 to 65.

A.G. BARR p.l.c. Annual Report and Accounts 2020Principal risks and uncertainties
The Board has carried out a robust, systematic assessment of the principal risks facing the Group during the period, including those
which would threaten its business model, future performance, solvency or liquidity. The table below sets out the Group’s principal risks
as determined by the Board, the gross risk movement from the prior year and examples of corresponding controls and mitigating actions.
This represents the Group’s current risk profile and is not intended to be an exhaustive list of all risks and uncertainties that may arise.

The volatile and uncertain economic environment created by the UK’s decision to leave the European Union (“EU”) has continued over the
past twelve months. Like many other businesses, we have continued to monitor developments in this area. Overseen by the Risk Committee,
the Company’s Brexit Steering Group has continued to monitor the potential impact of Brexit on the Group and to take appropriate actions
to ensure that the business is as well prepared as possible for Brexit on 31 December 2020. The Brexit Steering Group has continued to
prepare for a range of Brexit outcomes, including “no deal”. Given the continuing uncertainty regarding the final outcome of Brexit, it is
challenging to quantify or determine the impact of Brexit on the Group. However, given that the Group is a UK-based Group whose sales
are predominantly made in the UK, our ongoing assessment continues to be that Brexit will not have a significant impact on the Group.
We do not therefore consider Brexit to be a principal risk. Key potential Brexit-related impacts on the business and mitigating actions taken
are as follows:

– Brexit’s impact on foreign exchange rates to which the Group is exposed through the purchase of certain commodities – this risk is
closely monitored and managed by the Treasury and Commodity Committee, which has a hedging strategy in place to manage the
Group’s exposure to foreign currency fluctuations.

– Border disruption, which could impact the supply of certain raw materials and finished products – we continue to work closely with

relevant suppliers to understand their Brexit plans and will ensure that we have appropriate stock levels of key raw materials and finished
products in place in preparation for Brexit.

– The introduction of trade tariffs for imports to the UK from the EU could impact the Group – we have assessed the Group’s potential

exposure to trade tariffs and expect this impact to be manageable.

– Brexit’s impact on the free movement of people – working with our key third party logistics supplier we have undertaken a detailed

risk assessment of EU nationals at our key sites and do not expect this impact to be significant.

– Brexit’s impact on regulation – the extent to which the UK may diverge from EU regulations post-Brexit remains unclear. We will monitor

the situation ongoing and determine the likely impact on the Group in the event of specific regulatory divergence.

We will continue to monitor developments and adapt our strategy as the impact of Brexit becomes clear.

Coronavirus
As the situation around the COVID-19 virus outbreak continues to evolve, our primary concern is for the welfare of our people, their families
and the communities in which we operate. Since the news of the virus broke in February, we have followed the advice from the Government
and the NHS at all times and will continue to do so. We have taken action as appropriate to protect our people and our operations. We are
following the situation closely, however at this time it is unclear how the outbreak will develop and it is therefore difficult to fully assess
the potential impact on our business. The impact on our business will depend on the severity and duration of the COVID-19 pandemic.
There is the potential for an adverse impact on our operations and on the demand for our products and we are taking action to mitigate
possible consequences. We will continue to follow developments closely and will take further action to protect our people and business
as appropriate.

For more details on the Board’s consideration of the impact of COVID-19, please refer to the Chief Executive’s statement on page 15,
and the viability disclosures on page 47.

The gross risk movement from the prior year for each principal risk is presented as follows:

Movement

No Change

Increased

Decreased

New Risk

Principal risks and uncertainties
Risks relating to the Group

Risk

Impact

Controls and mitigating actions

Movement

Changes in consumer
preferences, perception
or purchasing behaviour

Consumers may decide
to purchase and consume
alternative brands or spend
less on soft drinks.

The Group offers a broad range of branded products across
a range of flavours, subcategories and markets which offer
choice to the end consumer. Changing consumer attitudes
and behaviours are monitored on an ongoing basis and inform
our brand plans and new product development. Through
investment in both reformulation and innovation across the
year we have adapted our portfolio to align with these
changing consumer needs.

AccountsStrategic ReportCorporate Governance

R I S K M A N A G E M E N T C O N T I N U E D

Risk

Impact

Controls and mitigating actions

Movement

Consumer rejection of
reformulated products

Consumers may decide
to purchase and consume
alternative brands or spend
less on soft drinks.

Over a number of years we have implemented our extensive
innovation and reformulation programme, which was
completed prior to the introduction of the Soft Drinks Industry
Levy in April 2018. We reached the position of 99% of our
Barr Soft Drinks portfolio produced by volume containing less
than 5g of total sugars per 100ml. As disclosed last year, we
recognised the risk of consumer rejection of our reformulated
products. We continue to closely monitor consumer
acceptance levels and brand performance across our total
portfolio and take appropriate action, and consumer rejection
of our reformulated products therefore remains a principal risk.

The risk of further government intervention on sugar remains,
however we do not currently consider this to be a principal risk.

Loss of product integrity

A loss of product integrity
in the manufacturing supply
chain could lead to a
product withdrawal or recall.

Appropriate risk assessments are carried out on a regular
basis and robust quality controls and processes are in place
to maintain the high quality of our products. Product recall
procedures are tested regularly.

Loss of continuity
of supply
of major raw
materials

The loss of continuity of
supply of major raw material
ingredients and/or packaging
materials could impact
our ability to manufacture,
with an adverse impact
on the Group’s sales and
operating profits.

There is a robust supplier selection process in place. Supplier
performance is monitored on an ongoing basis and audits
are undertaken for major suppliers. Multiple sources of supply
are sourced wherever possible.

Commodity risks are managed by the procurement team
and reviewed by the Treasury and Commodity Committee.
Contingency measures are in place and are tested regularly.

Adverse publicity in
relation to the soft
drinks industry, the
Group or its brands

Adverse publicity in relation
to the soft drinks industry,
the Group or its brands
could have an adverse
impact on the Group’s
reputation, consumer
consumption patterns,
sales and operating profits.

Brexit’s potential impact on the supply of certain raw materials
is referred to above.

Our risk management process is designed to identify and
monitor events that may impact the Group as a result of
adverse publicity and to ensure that controls are in place
to manage these risks.

Processes are in place to ensure compliance with health and
safety legislation and ethical working standards and these are
regularly reviewed by the Board and Executive Committee.
Quality standards are well defined, implemented and
monitored. Corporate Social Responsibility champions
are in place and we have clearly defined sustainability
commitments. The Group maintains and develops ISO 9001
and 14001 systems and BRC standards which are subject
to annual external audits, with any non-conformances
addressed in a timely manner.

Nutritional information is shown on all of our products
and we have signed up to the UK Government’s voluntary
front-of-pack nutritional labelling scheme.

A.G. BARR p.l.c. Annual Report and Accounts 2020Risk

Impact

Controls and mitigating actions

Movement

Government intervention
on climate change and
environmental issues,
e.g. packaging waste

Government intervention
on climate change and
environmental issues, e.g.
the introduction of a Deposit
Return Scheme or a plastics
tax, could have an adverse
impact on consumer
consumption patterns,
sales and operating profits.

Failure to maintain
customer relationships or
take account of changing
market dynamics

Failure to maintain
appropriate customer
relationships or a reduction
in the customer base could
have an adverse impact on
the Group’s sales and
operating profits.

The increased pace of change and level of environmental
campaigning in relation to climate change and areas such as
packaging reported last year has continued during the year,
particularly in relation to single use plastic bottles. We have
clearly defined responsibility commitments with regard to waste,
water, energy and packaging. We are working constructively
with the British Soft Drinks Association, the UK and Scottish
governments, and other key stakeholders in relation to potential
interventions, such as the planned introduction of a Deposit
Return Scheme (“DRS”) in Scotland, the possible introduction of
a DRS in England, and the possible introduction of a single use
plastics tax. During the year we have completed consultations
on a range of environmental proposals, including DRS, plastics
tax and extended producer responsibility.

We have created a working group to proactively manage
packaging related risks in a holistic manner ongoing, overseen
by the Risk Committee. Internally, various projects and
environmental initiatives are being progressed to mitigate the
potential impact of government intervention on packaging.

The Group offers a broad range of brands that it manufactures
and distributes through a variety of trade channels and
customers. Performance is monitored closely by the Board
and Executive Committee by trade channel and customer as
appropriate. This includes monitoring of metrics which review
brand equity strength, financial and operational performance.

The Group focuses on delivering high quality products and
invests heavily in building brand equity. We work closely in
partnership with our customers on an ongoing basis. Members
of the senior management team meet with key customers
throughout the year.

The ongoing consolidation in channels and route to market
has increased the level of gross risk in this area. A project
commenced in 2018 to determine the potential impact of this
consolidation in the retail grocery market on the Group and to
take appropriate actions; this has continued to be a focus area
during the year.

Inability to protect the
Group’s intellectual
property rights

Failure to protect the Group’s
intellectual property rights
could result in a loss of
brand value.

The Group invests considerable effort in proactively protecting
its intellectual property rights, for example through trademark
and design registrations and vigorous legal enforcement as and
when required.

Failure of the Group’s
operational infrastructure

A catastrophic failure of the
Group’s major production
or distribution facilities could
lead to a sustained loss in
capacity or capability.

Assets within the Group are proactively managed and
maintained. Risk assessments are carried out on a regular basis
and appropriate actions taken. Robust business continuity
plans are in place and are regularly tested.

AccountsStrategic ReportCorporate GovernanceR I S K M A N A G E M E N T C O N T I N U E D

Risk

Impact

Controls and mitigating actions

Movement

Failure of critical IT
systems or a breach
of cyber security

A failure of critical IT systems
could result in a loss of
key systems, business
interruption, lost sales or
lost production. A cyber
security breach could lead
to operational disruption,
financial loss and
reputational damage.

IT assets within the Group are proactively managed and
procedures exist that support rapid and clean recovery.
Robust business continuity plans and contingency measures
are in place and are regularly tested.

The risk of cyber attacks increases on an ongoing basis.
An assessment of our cyber security maturity against the
UK Government’s “10 Steps to Cyber Security” was completed
during the year by our internal auditor, which showed
improvement in our cyber security controls since the previous
maturity assessment carried out in 2018 and concluded
that our approach is generally in line with industry practice.
Employee awareness campaigns and training continued
during the year to increase employee cyber risk awareness.
A Digital Governance Group is in place, overseen by the Risk
Committee, the purpose of which is to manage the risks
related to the Group’s externally facing digital properties.

Financial risks

The Group’s activities expose
it to a variety of financial risks
which include market risk
(including medium term
movements in exchange
rates, interest rate risk and
commodity price risk),
credit risk and liquidity risk.

Our underlying objective is to reduce foreign currency related
volatility through our cost of goods. Financial risks are reviewed
and managed by the Treasury and Commodity Committee,
which seeks to minimise adverse effects on the Group’s
financial performance through hedging known currency
exposures throughout the year. Brexit’s potential impact on
foreign exchange rates to which the Group is exposed through
the purchase of certain commodities is referred to above.

The Group’s finance team reviews cash flow forecasts
throughout the year, with headroom against banking
covenants assessed regularly. The finance team uses external
tools to assess credit limits offered to customers, manages
trade receivable balances vigilantly and takes prompt action on
overdue accounts. The Group’s financial control environment
is subject to review by both internal and external audit. Internal
audit’s focus is to work with and challenge management to
ensure an appropriate control environment is maintained.

We have robust relationships with our various partners
and proactively manage the effective building of our
partners’ brands.

Third party relationships

Termination of existing
partnerships or renewal
on less favourable terms
could result in lost brand
contribution and under-
recovery of supply chain
infrastructure costs.

A.G. BARR p.l.c. Annual Report and Accounts 2020Viability statement
In accordance with provision 31 of the UK Corporate Governance
Code 2018, the directors have assessed the viability of the Company
over a three year period to January 2023, taking account of the
Group’s current ﬁnancial and market position, future prospects
and the Group’s principal risks, as detailed in the Strategic Report.

30-40%) and the impact lasting for a significant part of 2020.
The revenue and operational leverage impact of such a volume
loss would have a major negative impact on Group profitability
however the scenario modelling would indicate that the Group
would remain profitable over the next 12 months and we would
anticipate a recovery in the following years.

The directors have determined that a three year period is an
appropriate time frame given the dynamic nature of the FMCG
sector and given that this is in line with the Group’s strategic planning
period. The starting point for the viability assessment is the strategic
and ﬁnancial plan which makes assumptions relating to the
economic climate, market growth, input cost inﬂation and growth
from the Group’s performance drivers. The prospects of the Group
have been taken into account, including the size of the current
market, the strength of the Group’s brands and past production
capacity investment. The model was then subject to a series of
theoretical “stress test” scenarios based on the materialisation
of principal risks, with input from the business functions.

The directors have considered the impact of a number of severe
but plausible scenarios associated with the principal risks, including:
– Signiﬁcant changes in consumer preferences and governmental

impact in relation to sugar, plastics and the introduction
of a Deposit Return Scheme, specifically in Scotland.

– Financial impact from a signiﬁcant supply chain disruption

(Brexit, technology or material supply).

– In addition the directors measured the impact of a number

of scenarios occurring together.

– Finally a reverse “stress test” was performed allowing the

Board to assess scenarios and circumstances that would render
its business model unviable.

These tests were then reviewed against the Group’s current and
projected future net cash/debt and liquidity position. During the
viability period, 2 out of 3 of the Group’s current facilities, totalling
£40m, will expire, however given the Group’s current covenant
strength and that no current covenant breaches are anticipated
under the tests above, the Group anticipates it would be able to
renew or extend facilities if it was required or desirable.

COVID-19
In addition to these scenarios due to the emergence of COVID-19
and the ongoing health emergency linked to the global pandemic,
the directors considered the impact of the current COVID-19
environment on the business for the next 12 months, the viability
period and the longer term. Whilst the situation evolves daily,
making scenario planning difficult, we have considered a number of
impacts on sales, profits and cash flows. We have assumed that our
operations remain open and that we will continue to be able sell our
products to customers, consistent with DEFRA guidance. Whilst the
virus may impact across many functions of the business from supply
chain to the ability of our customers to service consumers, it would
most likely manifest itself in lost volumes and require significant
action in relation to operational cost reductions.

Impact on the business
The major variables are the depth and the duration of COVID-19
measures. The 2 main divisions will be impacted differently, with
Barr Soft Drinks operating mainly in multiple retail (take home) and
convenience (out of home) outlets and Funkin mainly within the
on-trade and leisure sectors. Overall, we scenario planned several
out turns with volumes dropping significantly (in the range of

Impact on costs and potential mitigations
The test has been based on the most severe but plausible
scenario currently envisaged by the Board with a significant volume
reduction being mitigated with identifiable cost savings, particularly
discretionary spend but including government support and longer
term options that recognise the relatively fixed cost nature of the
soft drinks operation. While we have curtailed capital investment
in 2020 we have maintained our investment in our asset base in
line with current strategy over the medium term, again we will look
closely at all capital plans to ensure the spend is realistic given
the external environment.

Credit facilities
The Group has access to liquidity and has facilities to meet its needs
over the next 36 months as follows: 12–24 months £60m, 24–36
months £20m as 2 facilities expire. These take the form of revolving
credit facilities. As noted on page 15 since the year end these have
been fully drawn down. In addition the Group has access to an
overdraft facility which, as an on-demand facility, has been ignored
in relation to the viability testing. The revolving credit facilities have
two financial covenants, relating to interest cover and leverage,
and a material adverse change clause.

Result of stress test
The result of the stress test carried out as a response to COVID-19
shows that the Group has adequate headroom over the next 12
and 36 months and does not breach any financial covenant. We
will closely monitor cash conversion and covenants over this period.

Government support for business
We welcome the announcement made by the Chancellor of the
Exchequer on Tuesday 17th March 2020, pledging government
support which will go far to stabilise many businesses through this
troubled time. Given the significant impact of COVID-19 on our
business it would be our intention to access this support, including,
but not limited to, delaying payment of taxes and employee
cost support.

The results of these tests were reviewed taking into account the
Group’s current position, the Group’s experience of managing
adverse conditions in the past and mitigating actions available
to the Group. Based on this assessment, the directors have a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the three
year period to January 2023.

The Strategic Report set out on pages 2 to 47 of this annual report
has been approved by the Board.

By order of the Board

J.A. Barr
Company Secretary
8 April 2020

AccountsStrategic ReportCorporate GovernanceB O A R D O F D I R E C T O R S

John R. Nicolson
B.A. (Hons)
Chairman

Roger A. White
M.A. (Hons)
Chief Executive

Stuart Lorimer
BAcc. (Hons), C.A. M.C.T.
Finance Director

Jonathan D. Kemp
B.A. (Hons)
Commercial Director

Roger is a member of the
Board of Management and
Executive Council and is a past
President of the British Soft
Drinks Association. Previously
held numerous senior
positions in food group Rank
Hovis McDougall. Scottish PLC
Chief Executive of the year in
2010. Honorary Doctorate
University of Edinburgh 2014.

Roger brings a wealth of
consumer goods experience
and corporate leadership.

Stuart was with Diageo for 22
years in a range of roles and
countries, ultimately as the FD
for Diageo’s Global Supply
Operation.

Stuart brings significant
experience in FMCG in both
alcoholic and soft drinks
sectors and a strong
background in governance
and performance
management as a qualified
CA and FD.

Jonathan has had a successful
career in various commercial
roles within Procter and
Gamble.

Jonathan brings FMCG
specialism in Customer
Business Development,
Consumer Brand Building
and Commercial Proposition
Optimisation.

Biography

John’s career was spent
with ICI, Unilever, Fosters
Brewing Group, Scottish and
Newcastle PLC and Chairman
of Baltika SA (Russia). Latterly
as President Americas for
Heineken NV and Deputy
Chairman of CCU SA (Chile).
He held various positions in
Marketing and Sales before
moving into Corporate
Development and then
General Management.

John brings extensive
knowledge of the role of a
Director on Boards both UK
Plc’s and listed international
companies since 2000, and
as a Chairman since 2005. He
has an Executive background
in Commercial activities,
and Corporate Development
acquired while being
responsible for a large number
of international businesses.

Term of Office

Martin A. Griffiths
L.L.B. (Hons), C.A.
Senior Independent
Non-Executive Director

A Chartered Accountant,
Martin is a former Chairman of
the Scottish Finance Directors
Group and a former Director
of Troy Income & Growth
Trust plc, Trainline Holdings
Limited, RoadKing
Infrastructure (HK) Limited
and Citybus (HK) Limited.
He is also a former Senior
Independent Non-Executive
Director of Robert Walters plc
and past Chairman of Rail
Delivery Group Limited and
was young Scottish Finance
Director of the year in 2004.

Martin brings extensive
financial expertise together
with strong general
management and leadership
skills and experience to the
Board.

Joined the Company in 2013
as a Non-Executive Director.
Appointed Chairman January
2015.

Joined the Company in 2002
as Managing Director.
Appointed Chief Executive
in 2004.

Joined the Company as
Finance Director in January
2015.

Joined the Company in 2003
as Commercial Director.

Joined the Company in 2010
as a Non-Executive Director.

External Appointments

Non-Executive Director of
Stocks Spirits Group PLC.
Non-Executive Director of PZ
Cussons PLC.

Committee Membership

Nomination Committee
(Chair)

None

Non-Executive Director of
Troy Income & Growth Trust.
Non-Executive director of
William Jackson Food Group
Ltd, Director of Elegantly
Spirited Limited.

Non-Executive Director of
Cricket Scotland Ltd.

CEO of Stagecoach Group,
Non-Executive Co Chairman
of Virgin Rail Group.

Audit and Risk Committee
(Chair)
Nomination Committee
Remuneration Committee

A.G. BARR p.l.c. Annual Report and Accounts 2020W. Robin G. Barr
C.A.
Non-Executive Director

Pamela Powell
B.A., M.B.A.
Non-Executive Director

David J. Ritchie
B.A. (Hons), A.C.A.
Non-Executive Director

Susan V. Barratt
B.A. (Hons), A.C.A.
Non-Executive Director

Nick B. E. Wharton
A.C.A.
Non-Executive Director

Biography

Robin is a past President of the
British Soft Drinks Association.

Robin brings financial skills and
an extensive understanding
of UK markets to the Board.

As Executive Chairman from
1978 to 2009 Robin brings
a historical background to
discussions to the Board and
as a qualified accountant he
is a Trustee of the Company’s
two pension schemes.

Pam was formerly Group
Director of Strategy and
Innovation at SABMiller plc,
SVP Global Personal Care
at Coty Beauty Inc, and VP
Skincare and Global Brand
Director Dove at Unilever plc.

Pam brings food and beverage
sector experience, consumer
marketing capability,
international expertise and
knowledge of plc governance.

Susan is a Chartered
Accountant and spent the
earlier part of her career in
senior finance roles at Geest
plc, Whitbread plc and Laurel
pub company. Formerly CEO
of Natures Way Foods Ltd
and Eldridge Pope plc.

Susan brings considerable
operational experience
and knowledge of the
FMCG industry.

David is a qualified Chartered
Accountant and former Chief
Executive of Bovis Homes
Group PLC (Bovis). He joined
Bovis in 1998 from KPMG as
Group Financial Controller,
becoming Group Finance
Director in 2002 and Chief
Executive in 2008.

David brings significant
operational experience and
governance knowledge from
his 15 years leading a listed
FTSE250 company plus strong
financial oversight through
his 30 years as a financial
professional.

Nick is a qualified Chartered
Accountant and was formerly
CFO of both Superdry plc and
Halfords Group Plc and CEO
of Dunelm plc. He has held
a number of senior executive
roles across retail and FMCG
businesses, including Boots
and Cadbury Schweppes,
and until December 2019 was
a non executive director and
Chair of the Audit Committee
at Mothercare Plc.

Nick brings extensive retail
experience both in the UK
and internationally, substantial
Plc and governance
experience from executive
and non-executive roles on
listed company boards and
significant financial experience
as a qualified chartered
accountant and CFO.

Term of Office

Joined the Company in 1960.
Appointed Director in 1964
and Chairman in 1978. Retired
as Chairman and appointed
Non-Executive Director
in 2009.

External Appointments

None

Committee Membership

Nomination Committee

Joined the Company in 2013
as a Non-Executive Director.

Joined the Company in
April 2015 as a Non-Executive
Director.

Joined the Company
in January 2018 as a
Non-Executive Director.

Joined the Company
in November 2018 as a
Non-Executive Director.

Non-Executive Director
of Premier Foods PLC.
Non-Executive Director
of Cranswick PLC.

CEO of WElink Homes UK.
Exec Chair of Lucas Design
Group.

CEO of Institute of
The Grocery Distribution.
Non-Executive Director
of Higgidy Ltd.

Group Chief Financial Officer
of Pepco Group Ltd.

Audit Committee
Nomination Committee
Remuneration Committee

Audit and Risk Committee
Nomination Committee
Remuneration Committee
(Chair)

Audit and Risk Committee
Nomination Committee
Remuneration Committee

Audit and Risk Committee
Nomination Committee

AccountsStrategic ReportCorporate GovernanceC O R P O R A T E G O V E R N A N C E R E P O R T
C H A I R M A N ’ S I N T R O D U C T I O N

“I am pleased to present our
Corporate Governance
Report for the year ended
25 January 2020.”

John R. Nicolson
Chairman

Dear Shareholder,

This year’s Corporate Governance Report describes our
approach to governance and sets out how the principles
of the 2018 UK Corporate Governance Code have been
applied during the year. Information about the operation
of the Board and its committees, and an overview of the
Company’s system of internal controls are also included.

A.L. Memmott, Supply Chain Director, resigned from
the Board with effect from 24 September 2019 and
will continue in role until 30 April 2020, when his
employment with the Company will terminate.
The role of Supply Chain Director is no longer a Board
appointment. A.L. Memmott’s successor in role is
K. Donnan. Otherwise there were no changes to the
Board during the year.

Further details of the Board’s composition are given
on pages 48 and 49.

John R. Nicolson
Chairman
8 April 2020

A.G. BARR p.l.c. Annual Report and Accounts 2020The Board
The Company is led by a strong and experienced board of directors (the “Board”) which brings a depth and diversity of expertise to the
leadership of the Company. The Board is committed to ensuring that it has an appropriate balance of skills, experience and knowledge of
the Group to enable it to discharge its duties and responsibilities effectively. The Nomination Committee report set out below describes
how the Board achieves that aim. The Board currently has ten members, comprising three executive directors, the non-executive Chairman,
four independent non-executive directors and two non-independent non-executive directors. Biographical details of the directors are set
out on pages 48 and 49.

The roles of Chairman and Chief Executive are separate and there is a clear division of responsibilities between those roles. The Chairman
leads the Board and ensures the effective engagement and contribution of all non-executive and executive directors. The Chairman also
ensures that Board meetings are underpinned by a culture of openness and challenge, with sufficient time made available to debate issues
arising. The Chairman also facilitates constructive Board relations and ensures the effective contribution of all non-executive directors. The
Chairman ensures that the Board receive accurate, timely and clear information. The annual Board performance evaluation referred to below
evaluates the Chairman’s performance in these areas. The Chief Executive has responsibility for all Group businesses and acts in accordance
with the authority delegated from the Board. The non-executive directors support the development of the Group’s strategy and provide
constructive challenge to the executive directors. The senior independent non-executive director, M.A. Griffiths, is available to shareholders
if they have concerns which have not been resolved via the normal channels of Chairman, Chief Executive, or the other executive directors,
or where communication through such channels would be inappropriate. Please note the comments below regarding the Board’s
consideration of M.A. Griffiths’ independence as a non-executive director.

The Board considers that S.V. Barratt, P. Powell, D.J. Ritchie and N.B.E. Wharton are independent for the purposes of provision 10 of the
2018 UK Corporate Governance Code, issued by the Financial Reporting Council in July 2018 (the “Code”), and that the relationships and
circumstances set out in that provision which may appear relevant to the determination of independence do not apply. M.A. Griffiths was
appointed as a non-executive director to the Board on 1 September 2010. The Board considers that M.A. Griffiths was independent for
the purposes of the Code until 31 August 2019 and was non-independent with effect from 1 September 2019. The Board considers that,
on appointment, the Chairman was independent for the purposes of provision 9 of the Code. In addition to his role as Chairman of the
Company, J.R. Nicolson is a director of Stocks Spirits Group PLC and a director of PZ Cussons PLC. The Board does not consider that
J.R. Nicolson’s other commitments have any impact on his ability to discharge his duties as Chairman of the Company effectively. During
the year, the Nomination Committee approved the appointment of R.A. White as a non-executive director of William Jackson Food Group
Limited, a private company; the Nomination Committee considered this appointment in light of R.A. White’s other time commitments and
agreed that it would not impact on his ability to discharge his duties as Chief Executive of the Company effectively. M.A. Griffiths fulfilled
the role of senior independent director during the year to 25 January 2020. Please note the comments above regarding the Board’s
consideration of M.A. Griffiths’ independence as a non-executive director. M.A. Griffiths will resign as a non-executive director on 30 April
2020 following completion of the audit cycle for the year to 25 January 2020 and S.V. Barratt will become the senior independent director
with effect from 1 May 2020.

The Articles require directors to retire and submit themselves for election at the first Annual General Meeting following appointment and
to retire no later than the third annual general meeting after the annual general meeting at which they were last elected or re-elected.
However, in order to comply with the Code, all directors will submit themselves for re-election at the AGM.

Details of directors’ remuneration and interests in shares of the Company are given in the Directors’ Remuneration Report on pages
66 to 95.

AccountsStrategic ReportCorporate GovernanceC O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

Role of the Board
The Board is responsible for the long-term success of the Group, determines the strategic direction of the Group and reviews operating,
financial and risk performance. There is a formal schedule of matters reserved for the Board, which is subject to annual review and includes
the approval of the Group’s annual business plan, the Group’s strategy, acquisitions, disposals and capital expenditure projects above certain
thresholds, the financial statements, the Company’s dividend policy, transactions involving the issue or purchase of Company shares,
borrowing powers, appointments to the Board, alterations to the memorandum and articles of association, legal actions brought by or
against the Group above certain thresholds, and the scope of delegations to Board committees, subsidiary boards and the Executive
Committee. Responsibility for the development of policy and strategy and operational management is delegated to the executive directors
and an Executive Committee, which as at the date of this report includes the executive directors and seven senior managers.

The Board’s governance supports the delivery of its strategy to deliver long-term sustainable value through:
– Leadership: the Board is collectively responsible for the long-term sustainable success of the Company. The composition of the

Board and an explanation of their skills, experience and contribution are set out on pages 48 and 49. Further information on the Board’s
leadership, its division of responsibilities and the role of the non-executive directors in providing constructive challenge and supporting
the development of strategy is set out above. The Board approves the Group’s strategy and annual budget, reviews subsequent progress
and makes decisions related to matters reserved for the Board in order to support the delivery of its strategy.

– Effectiveness: the Board’s governance framework ensures the effectiveness of the Board. Please see below for information on induction,

training and development for directors and the Board performance evaluation.

– Accountability: the Audit and Risk Committee report (pages 62 to 65) and the report on Risk Management (pages 42 to 47) describe how
the Board ensures a fair, balanced and understandable assessment of the Company’s performance and prospects and how it assesses its
principal risks. The Audit and Risk Committee report sets out how the Company maintains an appropriate relationship with its external
auditor, consistent with the Code and statutory requirements.

– Remuneration: the proposed Directors’ Remuneration Policy (pages 66 to 69) and detailed remuneration report (pages 70 to 95) describe
how the Remuneration Committee ensures that the executive directors’ remuneration is designed to promote the long-term success of
the Company.

– Shareholder relations and engagement: the section 172(1) statement set out below describes how the Company engages with

shareholders.

Section 172(1) statement
Stakeholder engagement
Effective engagement with our key stakeholders is critical to the long term success of the Company. Understanding the perspectives of
our stakeholders and building good relationships enables their views to be taken into account in Board and Committee discussions and
decision-making. The Board will continue to focus on enhancing its engagement with key stakeholders. The table below sets out our key
stakeholders, how we engaged with them during the year, and the impact of that engagement on the Company’s strategy and the principal
decisions taken during the year.

A.G. BARR p.l.c. Annual Report and Accounts 2020K E Y
S T A K E H O L D E R

F O R M O F
E N G A G E M E N T

Shareholders

We have regular discussions with, and briefings
for, investors. The Company endeavours to
ensure senior management is available to
interact with existing and potential shareholders
on as flexible a basis as possible. The Chief
Executive and Finance Director offer meetings
to institutional shareholders twice annually as
a minimum in order to communicate business
updates and to develop an understanding of
their views on governance and performance
against strategy. All directors have the
opportunity to attend these meetings.

Board committee chairs seek engagement with
shareholders on significant matters related to
their areas of responsibility.

The Chairman ensures at each Board meeting
that the Board as a whole has a clear
understanding of the views of shareholders.

At the AGM, all shareholders, including private
investors, have an opportunity to participate
in questions and answers with the Board on
matters relating to the Company’s operation
and performance.

H O W T H I S S T A K E H O L D E R G R O U P
I N F L U E N C E D B O A R D / C O M M I T T E E
D I S C U S S I O N S A N D D E C I S I O N S

The Chief Executive and Finance Director brief the
Board on discussions with investors and institutional
shareholders. Independent feedback following key
meetings is coordinated by brokers and financial PR
agencies and provided to the Board on a regular basis.

Board members listen and respond to the views of
investors and institutional shareholders and feedback
to the business as necessary.

The CEO, R.A. White, consulted with major
shareholders during the year following the release
of a trading update to the market on 16 July 2019.

The Chair of the Remuneration Committee,
D.J. Ritchie, consulted with major shareholders during
the year in relation to the proposed changes to the
Remuneration Policy. The feedback received was
considered by the Remuneration Committee and
informed the final proposed Remuneration Policy.

AccountsStrategic ReportCorporate Governance

C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

K E Y
S T A K E H O L D E R

F O R M O F
E N G A G E M E N T

Customers

We have regular engagement with our
customers through face-to-face meetings,
conferences and events. Regular reviews of
joint business plans take place to ensure that
we are aligned on our shared goals. Structured
feedback from customers is received via the
results of customer Advantage Surveys.

During the year we engaged with customers
in relation to key product launches. We also
engaged with customers on their views and
attitudes towards sugar and sweeteners, plastic
packaging and the planned Deposit Return
Scheme (“DRS”) in Scotland.

H O W T H I S S T A K E H O L D E R G R O U P
I N F L U E N C E D B O A R D / C O M M I T T E E
D I S C U S S I O N S A N D D E C I S I O N S

The Commercial Director provides a commercial
update to every Board meeting. A formal review of
customers and channels is presented to and discussed
by the Board annually.

Short, medium and long-term actions are taken in
response to feedback from customer Advantage Surveys.

During the year the Board considered the retail trading
environment and endorsed the Company’s decision
to extend its trade credit insurance for a further year.

The Board endorsed a restructure of the commercial
team during the year in response to the changing
customer landscape.

During the year, the Board discussed updates provided
to it regarding customer pricing architecture and
customer investment.

Feedback from customers in relation to plastic
packaging informed discussions and helped drive
internal decision-making regarding various
environmental initiatives during the year.

Engagement with key customers during the year
informed the Board’s discussions and decisions
regarding the annual budgeting and long-term
strategic planning processes for the Group.

Suppliers

We ensure that we source raw materials in a
responsible manner and require our suppliers
to commit to our Ethical Trading Policy and
to comply with the provisions of our Modern
Slavery Statement and Anti-bribery and
Corruption Policy.

Updates on supply chain activities, including key
suppliers, are provided to every Board meeting and
are considered and discussed by the meeting. A review
of supply chain strategy, including procurement, is
presented to and discussed by the Board annually.

We have regular engagement with our suppliers
through face-to-face meetings, conferences
and events.

Engagement with key suppliers during the year
informed the Board’s discussions and decisions
regarding the annual budgeting and long-term
strategic planning processes for the Group.

During the year we engaged with key suppliers
on matters related to climate change, including
innovation in sustainable packaging.

We engaged with key suppliers to ensure we
had sufficient stocks of key raw materials and
finished goods in preparation for Brexit.

The Company complies with the Prompt
Payment Code guidelines, paying in excess
of 90% of its supplier invoices on time.

A.G. BARR p.l.c. Annual Report and Accounts 2020

H O W T H I S S T A K E H O L D E R G R O U P
I N F L U E N C E D B O A R D / C O M M I T T E E
D I S C U S S I O N S A N D D E C I S I O N S

The results from the employee engagement survey
“Your Voice Matters” were presented to and discussed
by the Board; action plans were created to respond
to the results of the survey.

The appointment of a designated non-executive
director as a mechanism for workforce engagement
strengthens the link between employees and the
Board, helps to build an open and transparent culture
and to ensure that all employees have a voice in the
Company’s future success. It also helps the Board to
make better informed decisions based on the broad
perspectives of the workforce. Updates on progress
regarding workforce engagement are provided at every
Board meeting. During the year, it was reported that,
overall, there was a good level of workforce
engagement and feedback from the employee
engagement sessions was positive. No significant
issues or concerns were raised by employees during
the year.

During the year, the Board reviewed and approved
the Company’s “Speaking Up” Policy and associated
procedures.

K E Y
S T A K E H O L D E R

F O R M O F
E N G A G E M E N T

Employees

The Group is committed to engaging employees
at all levels regarding matters which affect
them and the performance of the Group. This
is achieved in a number of ways, including the
use of regular briefing procedures, which twice
yearly include a report on trading results. Regular
communication meetings are held to keep
employees up-to-date with Group performance.
Leadership team “hangouts” take place on a
monthly basis to keep this group updated and
to provide the opportunity for them to ask
questions on business related matters.
Consultation meetings also take place when
the Company is making decisions that are
likely to affect employees’ interests, at which
employee representatives’ views are taken into
account. The Group’s intranet site provides
up-to-date information regarding the Group’s
activities. In addition, an employee engagement
survey “Your Voice Matters” is carried out on an
annual basis, which seeks feedback from all
employees on a range of areas; action plans are
created to respond to the results of each survey.

To further strengthen the Company’s existing
employee engagement mechanisms, and as
required by the UK Corporate Governance Code,
during the year the Board considered and
approved the appointment of a designated
non-executive director as an appropriate
mechanism for workforce engagement. S.V.
Barratt was the designated workforce
engagement director throughout the year.
A structured plan for workforce engagement
is developed for each year. With effect from
19 March 2020, P. Powell became the
designated workforce engagement director.

The Company has a “Speaking Up” Policy
in place, which complies with the 2018 UK
Corporate Governance Code, together with
associated procedures, including employee
awareness and training, to ensure that
employees are encouraged to raise any matters
of concern in a timely manner. The Speaking Up
Policy is communicated to all employees
through a variety of channels. A designated
email address is available to employees to
enable them to raise any matters of concern.

Further information on how we engage with our
key stakeholders is set out in the Strategic Report
on pages 2 to 47 and in the Directors’ Report on
page 98.

AccountsStrategic ReportCorporate Governance

C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

K E Y
S T A K E H O L D E R

F O R M O F
E N G A G E M E N T

H O W T H I S S T A K E H O L D E R G R O U P
I N F L U E N C E D B O A R D / C O M M I T T E E
D I S C U S S I O N S A N D D E C I S I O N S

Government

We engage with governments and political
bodies in an open and constructive manner on
issues which affect our business, both directly
and through relevant trade associations.

Updates on engagement with governments and
political bodies were provided to the Board by the
Chief Executive throughout the year and influenced
its discussions. This engagement also shaped internal
activity in relation to these areas during the year.

During the year we had regular and proactive
communication with governments and
government working groups to ensure our
interests in relation to the proposed DRS in
Scotland and packaging waste were understood
and where possible factored into proposals,
including DRS design. We also provided input
to the Scottish government’s consultation
on the draft DRS regulations and the UK
government’s consultation on the introduction
of a DRS in England.

During the year we also completed consultations
on a range of environmental and health and diet
related policy proposals.

We also supported general food and drink
industry representations to the UK government
to review the current processes relating to
Packaging Recovery Notes.

We are active members of relevant trade
associations, including the British Soft Drinks
Association (“BSDA”), the Scottish Wholesale
Association and the Scottish Grocers’
Federation. We work in partnership on pertinent
matters, for example to understand potential
changes to the regulatory framework.
During the year the BSDA proactively engaged
on a range of environmental and diet and health
related policy matters, including the proposed
DRS in Scotland and packaging waste.

Engagement with governments and political bodies
during the year informed the Board’s discussions
and decisions regarding the annual budgeting and
long-term strategic planning processes for the Group.

Updates on engagement with the BSDA were provided
to the Board by the Chief Executive throughout the
year and influenced its discussions. This engagement
also shaped internal activity in relation to these areas.

Trade associations

Corporate culture and reputation
The Board and the Executive Committee have a critical role in creating and embedding the right corporate culture for the business. The Board
aims to maintain the Company’s reputation for the highest standards of business conduct and to create a culture that is responsible, diverse and
inclusive. The Company’s workforce is critical to its future success. The Company’s focus on employee engagement will continue in order to create
a culture that enables and supports a highly motivated and diverse workforce, to ensure that its workforce do the right thing for its stakeholders
and deliver long term sustainable success for the business. The Board regularly assesses and monitors the Company’s culture, primarily through
feedback from employees from the annual employee engagement survey “Your Voice Matters”, and ensures that appropriate actions are taken to
address the findings thereof. During the year, a review of the Company’s health and safety culture took place in conjunction with the Keil Centre
and actions were taken in response to the findings of the review. Further information on the Company’s culture and workforce engagement is
included in the Directors’ Report on pages 96 to 100 and in the Strategic Report on pages 2 to 47.

Community and environment
Information regarding the impact of the Company’s operations on the community and the environment is included in the Strategic Report
on pages 2 to 47.

A.G. BARR p.l.c. Annual Report and Accounts 2020

Conflicts of interest
The Articles allow the Board to authorise potential conflicts of interest that may arise from time to time, subject to certain conditions.
The Company has established appropriate conflicts authorisation procedures, whereby actual or potential conflicts are regularly reviewed
and authorisations sought as appropriate. During the year, no such conflicts arose and no such authorisations were sought.

Professional advice
All directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters.
The non-executive directors have access to senior management of the business.

Induction, training and development
On appointment to the Board, directors are provided with a full, formal and tailored programme of induction, to familiarise them with the
Group’s businesses, the risks and strategic challenges the Group faces, and the economic, competitive, legal and regulatory environment in
which the Group operates. The induction includes, amongst other activities, meetings with Board members, the Company Secretary, senior
management and other employees, site visits, market visits and the provision of information relating to the Group, including briefings on key
business activities. The Company Secretary provides information to new directors regarding Board policies and procedures, and corporate
governance matters. A programme of strategic and other reviews, together with the other training provided during the year, ensures that
directors continually update their skills, their knowledge and familiarity with the Group’s businesses, and their awareness of sector, risk,
regulatory, legal, financial and other developments to enable them to fulfil effectively their role on the Board and committees of the Board.

Board performance evaluation
Every year the performance and effectiveness of the Board, its committees and individual directors is evaluated. In line with the Code, this year
the evaluation was externally facilitated, having last been externally facilitated during the year to January 2017. During the year Independent Audit
Limited (“Independent Audit”) conducted a formal, externally-facilitated review of the effectiveness of the Board and its principal committees.
Independent Audit is an independent adviser with no other connection to the Company or any of the individual directors. The evaluation
was conducted by the completion of detailed and comprehensive written survey questionnaires by all Board members and the Company
Secretary. Independent Audit agreed the questionnaires with the Company Secretary and the Chairman. The Board questionnaire covered such
themes as strategy and risk taking, leadership and accountability, how the Board works, Board culture, line of sight and risk management, with
a similar degree of coverage for each of the committees. Independent Audit provided a full, written report based on the responses to the survey,
which they discussed with the Chairman. The full report was shared with and discussed by the Board and each of the committees. Overall,
the review found that the Board and its committees were functioning in an effective manner and performing satisfactorily, with no major issues
identified. Actions will be taken to address certain areas arising from the evaluation, including the dedication of more time to people issues and
understanding how technology can support delivery of the Company’s strategy, an increased focus on risk appetite, increasing the non-executive
directors’ contact with the business and certain improvements to the Board papers.

The non-executive directors, led by the senior independent director, carried out a performance evaluation of the Chairman without the
Chairman present, taking into account the views of the executive directors. It was concluded that J.R. Nicolson’s performance continues to
be strong and that he demonstrates effective leadership. The Chairman is pleased to confirm that, following performance evaluation of the
directors, all of the directors’ performances continue to be effective and all of the directors continue to demonstrate commitment to the role
of director, including commitment of time for Board meetings and committee meetings and any other relevant duties.

Meetings and attendance
Board meetings are scheduled to be held seven times each year. Between these meetings, as required, additional Board meetings (and/or
Board committee meetings) may be held to progress the Company’s business. A part of each Board meeting is dedicated to the discussion
of specific strategy matters.

In advance of all Board meetings the directors are supplied with detailed and comprehensive papers covering the Group’s operating
functions. Members of the management team attend and make presentations as appropriate at meetings of the Board. The Company
Secretary is responsible to the Board for the timeliness and quality of information provided to it. The Chairman holds meetings with the
non-executive directors during the year without the executive directors being present.

The attendance of directors at scheduled Board and committee meetings in the year to 25 January 2020 is set out below. During the year,
the Board also convened one additional Board meeting in relation to a trading update. All of the directors attended that Board meeting.

AccountsStrategic ReportCorporate GovernanceC O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

Executive

R.A. White*

S. Lorimer**

J.D. Kemp

A.L. Memmott***

Non-executive

J.R. Nicolson****

W.R.G. Barr

S.V. Barratt

M.A. Griffiths

P. Powell

D.J. Ritchie

N.B.E. Wharton****

Board
Maximum 8

Audit and Risk
Committee
Maximum 4

Remuneration
Committee
Maximum 6

Nomination
Committee
Maximum 5

–

R.A. White attended Board committee meetings during the year by invitation.

*
** S. Lorimer attended Audit and Risk Committee meetings during the year by invitation.
*** A.L. Memmott resigned from the Board on 24 September 2019 and could have attended a maximum of six Board meetings.
**** J.R. Nicolson and N.B.E. Wharton attended Remuneration Committee meetings during the year by invitation.

Committees of the Board
The terms of reference of the principal committees of the Board – Audit and Risk, Remuneration and Nomination – have been approved
by the Board and are available on the Company’s website, www.agbarr.co.uk.

Those terms of reference have been reviewed in the current year and are reviewed at least annually. The work carried out by the Nomination
Committee in discharging its responsibilities is summarised below. The work carried out by the Audit and Risk Committee is described within
the Audit and Risk Committee’s Report on pages 62 to 65. The work carried out by the Remuneration Committee is described within the
Directors’ Remuneration Report on pages 66 to 95.

The Board also has a Market Disclosure Committee which comprises R.A. White, S. Lorimer and the Company Secretary. The Market
Disclosure Committee meets only when required and is responsible for overseeing the disclosure of information by the Company to
meet its obligations under the Market Abuse Regulation and the Financial Conduct Authority’s Listing Rules and Disclosure Guidance and
Transparency Rules. R.A. White and S. Lorimer both attended the one meeting of the Market Disclosure Committee held during the year.

Nomination Committee
The Nomination Committee comprises J.R. Nicolson, W.R.G. Barr, S.V. Barratt, M.A. Griffiths, P. Powell, D.J. Ritchie and N.B.E. Wharton.
The Nomination Committee is chaired by J.R. Nicolson. The Nomination Committee leads the process for making appointments to the
Board and ensures that there is a formal, rigorous and transparent procedure for the appointment of new directors to the Board. The remit
of the Nomination Committee also includes reviewing the composition of the Board through a full evaluation of the skills, knowledge and
experience of directors and ensuring plans are in place for orderly succession for appointments to the Board. When identifying potential new
directors for appointment to the Board, the Nomination Committee retains the services of an external search consultant. The Nomination
Committee makes recommendations to the Board on its membership and the membership of its principal committees. No appointments
were made to the Board or its committees during the year.

The Nomination Committee is required, in accordance with its terms of reference, to meet at least once per year. The Nomination
Committee met five times during the year and, amongst other matters, considered the structure, size and composition of the Board and its
committees, cognisant of the need to ensure that they have the right combination of skills, experience and knowledge, and bearing in mind
the length of service of the Board as a whole and the need to regularly refresh its membership. The Nomination Committee considered
a corporate succession plan for the Board and senior management, based on merit and objective criteria and cognisant of the need to build
a diverse and inclusive culture. The Nomination Committee also approved the Board’s current mechanism for workforce engagement and
recommended the workforce engagement terms of reference to the Board for approval.

A.G. BARR p.l.c. Annual Report and Accounts 2020The Board believes that building a diverse and inclusive culture is integral to the success of the Company. Diversity includes aspects such
as diversity of skills, perspectives, industry experience, educational and professional background, gender, ethnicity and age. The Company’s
Board and Executive Committee Diversity Policy (“Diversity Policy”) provides that these aspects will be considered in determining the
optimum composition of the Board and Executive Committee, with the aim of achieving an appropriate balance. All appointments to the
Board and Executive Committee are made on merit, against objective criteria, and with due regard for the benefits of diversity and inclusion.
Whilst no formal measurable objectives have been set for female representation at Board or Executive Committee level, the Company
remains committed to the principles of gender diversity and intends to move towards one third female representation on the Board and
Executive Committee within a reasonable timeframe. The Nomination Committee is responsible for overseeing the implementation of the
Diversity Policy. The Nomination Committee reviews the Diversity Policy at least annually to ensure its effectiveness, with any amendments
recommended to the Board for approval. Prior to the resignation of A.L. Memmott as an executive director on 24 September 2019, 18%
of the Board were female. Following A.L. Memmott’s resignation, 20% of the Board were female. As at the date of this report, 20% of the
Executive Committee are female and 35% of the Executive Committee’s direct reports are female. The disclosure relating to gender diversity
within the Company is included in the Strategic Report on page 30.

Treasury Committee
The Treasury Committee consists of R.A. White, S. Lorimer and senior members of the finance, legal and procurement departments. The
Treasury Committee’s terms of reference are reviewed and approved annually by the Audit and Risk Committee. The Treasury Committee
reviews purchase requirements in foreign currencies and implements strategies, including the use of foreign exchange hedges, in order to
reduce the risk of foreign exchange exposure and provide certainty over the value of non-domestic purchases in the short to medium term.
The Treasury Committee’s remit includes the ability to utilise certain financial instruments in order to hedge the Group’s exposure to interest
rate fluctuations. The Treasury Committee also monitors the Group’s short and medium term funding requirements, provides oversight of
hedge accounting and adherence to hedge accounting standards, monitors the ongoing requirements of the Company’s various employee
share schemes, monitors cash flow and any capital restructure programmes, and annually reviews the Company’s schedule of delegated
authorities.

Internal control
The Board has overall responsibility for the Group’s internal control systems and annually reviews their effectiveness, including a review of
financial, operational, compliance and risk management controls. The implementation and maintenance of the risk management and
internal control systems are the responsibility of the executive directors and other senior management. The systems are designed to manage
rather than eliminate the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against material
misstatement or loss.

The Board has reviewed the effectiveness of the Group’s risk management and internal control systems, including financial, operational
and compliance controls, in accordance with the Code for the period from 27 January 2019 to the date of approval of this annual report.
No significant failings or weaknesses were identified from this review during the year. Had any failings or weaknesses been identified then
the Board would have taken the action required to remedy them.

The Board confirms that there is an ongoing process, embedded in the Group’s integrated internal control systems, allowing for the
identification, evaluation and management of significant risks, as well as a reporting process to the Board. This risk management process
has been in place throughout the year ended 25 January 2020 and up to the date of the approval of this annual report. The Board has
carried out a robust, systematic assessment of the principal and emerging risks facing the Group during the period, including those which
would threaten its business model, future performance, solvency or liquidity. Information on the Group’s risk management framework,
including the operation of the Group’s Risk Committee, is set out in the Strategic Report on pages 42 to 46.

The three main elements of the Group’s internal control system are as follows:

The Board
The Board has overall responsibility for the Group’s internal control systems and exercises this through an organisational structure with
clearly defined levels of responsibility and authority as well as appropriate reporting procedures.

The Board has a schedule of matters that are brought to it, or its duly authorised committees, for decision, aimed at maintaining effective
control over strategic, financial, operational and compliance issues.

This structure includes the Audit and Risk Committee which, with the Finance Director, reviews the effectiveness of the internal financial
and operating control environment.

AccountsStrategic ReportCorporate GovernanceC O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D

Financial reporting
There is a comprehensive strategic planning, budgeting and forecasting system with an annual operating plan approved by the Board.
Monthly financial information, including trading results, cash flow statement, statement of financial position and indebtedness, is reported.

The Board and the Executive Committee review their business and financial performance against the prior year and against annual plans
approved by the Board.

Audits and reviews
The key internal risks identified in the Group are subject to regular audits or reviews by the internal auditors. This role is fulfilled by an external
professional services firm which is independent from the Board and the Group.

The review of the internal auditor’s work by the Audit and Risk Committee and monitoring procedures in place ensure that the findings
of the audits are acted upon and subsequent reviews confirm compliance with any agreed action plans.

The Board confirms that there has been an independent internal audit function in place for the year.

Share capital structure
The share capital structure of the Company is set out in the Directors’ Report.

UK Corporate Governance Code compliance
The Company is committed to the principles of corporate governance contained in the Code. A copy of the Code is available on the
Financial Reporting Council’s website, www.frc.org.uk.

Each of the provisions of the Code has been reviewed and, where necessary, steps have been taken to ensure that the Company is in
compliance with all of those provisions as at the date of this report.

The directors consider that the Company has complied throughout the year ended 25 January 2020 with the provisions of the Code,
except as set out below.

The composition of the Board did not comply with provision 11 of the Code at all times during the year to 25 January 2020 due to the
fact that, with effect from 1 September 2019, less than half of the Board, excluding the chairman, comprised independent non-executive
directors. During this period, the Board comprised four executive directors (three executive directors from 24 September 2019), the non-
executive Chairman, four independent non-executive directors and two non-independent non-executive directors. As stated above, the
Board considers that M.A. Griffiths was independent for the purposes of the Code until 31 August 2019 and was non-independent with
effect from 1 September 2019. W.R.G. Barr was a non-executive director during the year although he is not considered by the Board to
be independent. The Board considers that, despite this non-compliance, the Board had an appropriate balance of skills, knowledge and
experience to enable it to discharge its duties and responsibilities effectively. No concerns regarding the Board’s non-independent majority
were raised as part of the Board performance evaluation carried out during the year and referred to above. M.A. Griffiths is the current chair
of the Audit and Risk Committee and will resign as a non-executive director on 30 April 2020, following completion of the audit cycle for
the year to 25 January 2020. Following M.A. Griffiths’ resignation the composition of the Board will comply with the Code in full.

The Company did not comply with provision 12 of the Code at all times during the year because M.A. Griffiths was not deemed to be
independent for the purposes of the Code at all times during the year. As stated above, the Board considers that M.A. Griffiths was
independent for the purposes of the Code until 31 August 2019 and was non-independent with effect from 1 September 2019.

The composition of the Audit and Risk Committee and the Remuneration Committee did not comply with provisions 24 and 32 of the Code
respectively during the year to 25 January 2020 due to the fact that W.R.G. Barr, a non-independent non-executive director, was a member
of those Committees. In addition, M.A. Griffiths was a member of the Remuneration Committee and chaired the Audit and Risk Committee
during the year to 25 January 2020. As stated above, the Board considers that M.A. Griffiths was independent for the purposes of the Code
until 31 August 2019 and was non-independent with effect from 1 September 2019. W.R.G. Barr resigned from the Audit and Risk Committee
and the Remuneration Committee with effect from 16 January 2020. M.A. Griffiths will resign as a non-executive director on 30 April 2020,
following completion of the audit cycle for the year to 25 January 2020. Following these resignations the composition of the Audit and Risk
Committee and the Remuneration Committee will comply with the Code in full.

A.G. BARR p.l.c. Annual Report and Accounts 2020Provision 39 of the Code states that executive directors’ contracts should contain a maximum notice period of one year. As disclosed in the
Directors’ Remuneration Report, the service contracts with R.A. White and J.D. Kemp provide for a notice period of 12 months except during the
six months following either a takeover of or by the Company or a Company reconstruction. Under these conditions and certain circumstances
the directors are entitled to a liquidated damages payment equal to the director’s basic salary at termination plus the value of all contractual benefits
for a two year period. Given the size of the Company and the sector dynamics at the time these directors were recruited, the Remuneration
Committee considered this provision appropriate in order to attract and retain high calibre executive directors. As disclosed in the Directors’
Remuneration Report, this provision will continue to be honoured as a contractual commitment made to these directors; however this provision
was not included in S. Lorimer’s service contract and will not be included in service contracts with other new executive directors appointed
in future, to ensure that future executive directors’ service contracts comply with provision 39 of the Code.

A copy of the financial statements has been placed on the Company’s website, www.agbarr.co.uk. The maintenance and integrity of this
website is the responsibility of the directors. Legislation in the UK governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.

By order of the Board

J.A. Barr
Company Secretary
8 April 2020

AccountsStrategic ReportCorporate GovernanceA U D I T A N D R I S K C O M M I T T E E R E P O R T

Composition
During the year the Audit and Risk Committee (the “ARC”) comprised six non-executive directors: M.A. Griffiths, W.R.G. Barr, S.V. Barratt,
P. Powell, D.J. Ritchie and N.B.E. Wharton. W.R.G. Barr resigned from the ARC with effect from 16 January 2020. The ARC is chaired by
M.A. Griffiths. The Board is satisfied that M.A. Griffiths has recent and relevant financial experience as required by provision 24 of the Code.
The Board has determined that the current composition of the ARC as a whole has competence relevant to the sector in which the
Company operates, to enable it to deal effectively with the matters it is required to address and to challenge management when necessary.
Biographical details relating to each of the ARC members are shown on pages 48 and 49.

Meetings
The ARC met four times during the year. The meetings are attended by the ARC members and, by invitation, the Finance Director, the Group
Financial Controller, the Company Secretary and representatives from the external and internal auditors. The ARC meets regularly with
executive directors and management, as well as privately with the external and internal auditors.

Role and responsibilities
The primary role of the ARC is to assist the Board in fulfilling its oversight responsibilities. This includes:
– monitoring the integrity of the annual and interim financial statements and formal announcements relating to the Group’s financial

performance and reviewing any significant financial reporting judgements and disclosures which they contain;

– if requested by the Board, providing advice on whether the Annual Report and Accounts are fair, balanced and understandable;
– reporting to the Board on the appropriateness of the Group’s accounting policies and practices;
– reviewing and monitoring the effectiveness of the Group’s internal control and risk management systems;
– reviewing and monitoring the effectiveness of the internal audit function and management’s responsiveness to any findings

and recommendations;

– approving the appointment and removal of the internal auditor;
– reviewing the Group’s risk register and emerging risks;
– reviewing and approving the terms of reference for the Company’s Treasury and Commodity Committee;
– reviewing the Group’s delegated authority limits;
– reviewing and monitoring the Group’s tax risk management policy;
– reviewing and monitoring the Group’s Anti-facilitation of tax evasion policy;
– reviewing and monitoring the appropriateness of the Group’s “Speaking Up” and Anti-bribery policies and procedures;
– making recommendations to the Board in relation to the appointment and removal of the external auditor and approving its remuneration

and terms of engagement;

– reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process;
– reviewing the policy on the engagement of the external auditor to supply non-audit services; and
– reporting to the Board on how it has discharged its responsibilities.

A.G. BARR p.l.c. Annual Report and Accounts 2020Activities of the Audit and Risk Committee
During the period under review, the ARC has:
– reviewed and discussed with the external auditor the key accounting considerations and judgements reflected in the Group’s results

for the six month period ended 27 July 2019;

– reviewed and agreed the external auditor’s audit strategy memorandum in advance of its audit for the year ended 25 January 2020;
– discussed the report received from the external auditor regarding its audit in respect of the year ended 25 January 2020, which included

comments on its findings on internal control and key audit risks and a statement on its independence and objectivity;

– received and reviewed reports from management regarding their approach to key accounting considerations and judgements in the

half year and full year financial statements;

– reviewed the half year and full year financial statements;
– received reports on the operation of the Group’s Risk Committee, including reports on the operation of the Group’s Brexit Steering Group

which is overseen by the Risk Committee;

– reviewed the Group’s risk register and the Group’s principal risks, together with the systems and processes for mitigating those risks;
– reviewed the Group’s emerging risks;
– discussed and agreed the nature and scope of the work to be performed by the external and internal auditors;
– reviewed the results of this audit work and the response of management to matters raised;
– reviewed the effectiveness of the Group’s risk management and internal control systems (including financial, operational, compliance

and risk management controls);

– reviewed and approved the Company’s viability statement, including work related to the impact of coronavirus;
– reviewed and approved the terms of reference for the Company’s Treasury and Commodity Committee;
– reviewed and recommended the Group’s tax risk management policy to the Board;
– reviewed and approved the Group’s Anti-facilitation of tax evasion policy;
– reviewed the appropriateness of the Group’s “Speaking Up” procedures and reviewed and approved the Group’s Speaking Up Policy;
– reviewed the effectiveness of the Group’s Anti-bribery systems and controls and reviewed and approved the Group’s Anti-bribery and

Corruption policy;

– received reports from internal audit covering various aspects of the Group’s operations, controls and processes;
– reviewed the Group’s delegated authority limits;
– approved the reappointment of the internal auditor;
– made recommendations to the Board on the appointment and remuneration of the external auditor and monitored the performance

of the auditor;

– monitored and reviewed the performance of the incumbent internal auditor and the effectiveness of the Group’s internal audit activities;
– reviewed its policies on the supply of non-audit services by the external auditor and on the employment of former employees of the

Group’s external auditor;

– reviewed the non-audit services provided to the Group by the external auditor and monitored and assessed the independence of both

the external and internal auditors;

– considered the new requirements of the 2018 UK Corporate Governance Code relevant to the ARC; and
– reviewed the performance of the ARC and its terms of reference.

At the request of the Board, the ARC also considered whether the Annual Report and Accounts for the year ended 25 January 2020, taken
as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position
and performance, business model and strategy. Following review of management’s processes in this regard and consideration of the draft
Annual Report and Accounts, the ARC recommended to the Board that it could make the required disclosure as set out in the Directors’
Responsibilities Statement on page 101.

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Significant areas
The significant matters and key accounting judgements considered by the ARC during the year were:
– Revenue recognition – brand support accruals: judgement is required by management when determining the level of brand support

accruals at the year end. During the year the ARC received and considered reports from management on the level of accruals at the half
year and at the year end. It also received and considered reports from the external auditor following their review of net revenue and brand
support accruals during the period. The ARC considered these reports and was satisfied that the estimates and judgements made by
management are appropriate.

– Management override of controls: there is a risk of fraud associated with the potential override of internal controls by management.

During the year, the ARC received and considered a report from the external auditor which stated that its procedures, which included
the use of data analytics, did not identify any errors or significant deficiencies in internal controls. The ARC also received and considered
a report during the year from the internal auditor following their review of “Accounts Receivable”, including related internal controls.
The ARC considered these reports and was content that there were no issues arising.

Other areas
Other matters considered by the ARC during the year were:
– The presentation and explanation of the use of alternative performance measures.
– The adoption of IFRS 16: during the year, the ARC reviewed the process undertaken by management to assess the impact of the

adoption of IFRS 16 (Leases), and considered and was satisfied with a report received from the external auditor related to the Company’s
adoption of IFRS 16 for the year and the application of the modified retrospective approach on transition.

– Assumptions used in the Company’s defined benefit pension scheme: the Company operates the A.G. BARR p.l.c. (2008) Pension and
Life Assurance Scheme, which comprises a defined contribution section and a defined benefit section. The Company engages a third
party, Hymans Robertson, to assist in the valuation of the defined benefit pension scheme liability. There is a risk related to judgements
made by management in valuing the defined benefit pension scheme liability, including the appropriateness of the discount rate
and inflation rate assumptions. These variables can have a material impact in calculating the quantum of the defined benefit liability.
During the year the ARC received and considered a report from the external auditor which stated that it had carried out a review and
benchmarking exercise of the assumptions used by Hymans Robertson and concluded that they were within an acceptable range.
The ARC was satisfied that the assumptions used were reasonable.

– Exceptional items: the ARC considered a report received from management in relation to the classification and presentation of certain costs
related to a business reorganisation and a significant and strategic stock-keeping unit (or “SKU”) rationalisation programme as exceptional,
and a gain related to the removal of a wind turbine at the Cumbernauld site as exceptional, and was satisfied with the treatment and
presentation of these items which arose during the year as exceptional.

The ARC receives regular presentations from members of the senior management team. During the year, the ARC has considered
presentations from representatives of the management team on health and safety, procurement risk management, Brexit, franchise brand
risk management, product integrity, procedures to prevent the facilitation of tax evasion, pension schemes, a review of Funkin Limited’s
financial controls, and a project related to the Company’s environmental footprint.

External audit
The Group’s external auditor is Deloitte LLP. The current audit partner is David Sweeney, who has held the role since May 2017. The ARC reviews
the external auditor’s performance, independence and objectivity annually. The ARC ensures that procedures are in place to safeguard the
external auditor’s independence and objectivity. The external auditor reports regularly to the ARC on the actions that it has taken to comply
with professional and regulatory requirements and current best practice in order to maintain its independence and objectivity.

The Group has a policy in place which ensures that the provision of non-audit services by the external auditor does not impair the auditor’s
independence or objectivity. This policy states that the external auditor should not be engaged in respect of services prohibited by the FRC’s
Ethical Standard 2016. Any material permitted non-audit services provided must be pre-approved by the ARC, unless the engagement is
urgent, in which case the Finance Director can agree the work with the Chair of the ARC and report thereon to the next ARC meeting.
For this purpose, materiality is set at a cost greater than £30,000 before VAT and expenses. This materiality level applies whether a discrete
project or linked series of assignments is undertaken. Any non-material permitted non-audit services other than audit related services require
prior approval by the Finance Director and the Chair of the ARC. With effect from 15 January 2020, this policy was amended to remove
the £30,000 materiality threshold in respect of permitted non-audit services, such that any permitted non-audit services require approval
by the ARC. The policy was complied with during the year.

A.G. BARR p.l.c. Annual Report and Accounts 2020Details of the amounts paid to the external auditor during the year for audit and non-audit services are set out in Note 3 to the financial
statements. The ratio of fees for non-audit services to those for audit services for the year was 17%, within the 70% cap in the FRC’s guidance.
The ARC considered the nature and level of non-audit services provided and was satisfied that the objectivity and independence of the
external auditor were not affected by the non-audit work undertaken. The non-audit fees during the year related to work regarding foreign
sales volumes and the performance of the half year review. The nature of and level of fees for the non-audit services provided were
considered by Deloitte who concluded that they did not present a threat to Deloitte’s independence.

Deloitte LLP was appointed as the Group’s external auditor in May 2017 following a competitive tender process. There are no contractual
obligations which restrict the ARC’s choice of external auditor. The senior statutory auditor rotates every five years to ensure independence.
The ARC acknowledges the requirement to tender the external audit contract at least every ten years. The Company confirms that it has
complied with the provisions of the Competition and Markets Authority’s Statutory Audit Services Order in respect of the financial year.

During the year, the ARC reviewed and monitored the external auditor’s independence and objectivity and the effectiveness of the external
audit process. The ARC reviewed and approved the external auditor’s plan for undertaking the half year review and the year end audit, including
the scope of their work and their proposed approach to the key risk areas identified. The ARC reviewed the detailed reports prepared by the
external auditor setting out their findings from the half year review and the year end audit, with a particular focus on the areas of audit risk
identified. The ARC also received comprehensive papers from management in relation to the half year review and the year end audit. The ARC
held meetings with the external auditor in the absence of management to discuss the interim review and the year end audit findings and
processes. The ARC was satisfied with the internal processes run by management and their response to challenge by the external auditor.

The ARC carried out a review of the effectiveness of the external auditor and the external audit process during the year, led by the Chair of
the ARC. This review included an externally facilitated detailed and comprehensive evaluation of the Group’s external auditor and the external
audit process using written survey questionnaires, which were completed by members of the ARC, the executive directors and relevant
members of senior management. The results of the evaluation were shared with the ARC and the external auditor.

Following these reviews and meetings, the ARC was satisfied with Deloitte LLP’s performance during the year, that it was objective and
independent, and that the external audit process remains effective, with no major issues identified. The ARC has recommended to the Board
that a resolution proposing the appointment of Deloitte LLP be put to shareholders at the 2020 AGM.

Internal audit
At the beginning of each year, an internal audit plan is developed by the internal auditor following meetings with directors and senior
managers within the business and with reference to the significant risks contained within the Group’s risk register and identified controls.
The ARC approves the internal audit plan and receives updates on progress against the plan and the recommendations arising from the
internal audits throughout the year, together with updates on management’s progress against outstanding actions. The ARC held meetings
with the internal auditor in the absence of management to discuss the internal audit findings and processes.

The ARC carried out a review of the effectiveness of the internal audit function and the Company’s risk management and internal control
systems during the year, led by the Chair of the ARC. This review included an externally facilitated detailed and comprehensive evaluation
of these matters using written survey questionnaires, which were completed by members of the ARC, the executive directors and relevant
members of senior management. The results of the evaluation were shared with the ARC and the internal auditor.

Following these reviews and meetings, the ARC was satisfied that the internal audit function was performing in an effective manner and
that the Company’s risk management and internal control systems were effective, with no major issues identified.

Audit and Risk Committee evaluation
The ARC carried out a review of the performance and effectiveness of the ARC during the year, led by the Chair of the ARC. This review
included an externally facilitated detailed and comprehensive evaluation of the performance and effectiveness of the ARC using written
survey questionnaires, which were completed by members of the ARC and the Company Secretary. The results of the evaluation were
shared with the ARC. Overall, the review found that the ARC was functioning in an effective manner and performing satisfactorily, with
no major issues identified.

Martin A. Griffiths
Chair of the Audit and Risk Committee
8 April 2020

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Remuneration Committee – Chair’s Statement
Introduction
On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 25 January 2020, which sets out
the new Directors’ Remuneration Policy intended to take effect from the close of the 2020 AGM on pages 70 to 71, and the Annual Report
on Remuneration which provides details of the amounts earned by the directors in respect of the year ended 25 January 2020 and how
we intend to operate the Policy for the year commencing 26 January 2020 on pages 72 to 81. The new Policy will be subject to a binding
vote and the Annual Report on Remuneration will be subject to an advisory vote at the 2020 AGM.

I am delighted to report on the ongoing strong level of support received from shareholders last year, as evidenced by the voting outcome
at the 2019 AGM. The resolution seeking approval of the Annual Report on Remuneration was supported by over 93% of the votes cast.

I am also pleased to report a successful period of consultation with shareholders on the planned new Policy, which was undertaken
in January and February of this year prior to the Remuneration Committee finalising the planned changes in the Policy. Shareholders
representing c.70% of the shares on the register were consulted. Whilst there were some questions raised about why the Policy was being
reviewed at this time (explained based on the three year governance requirement) and concern raised over the proposed increase in variable
reward opportunity, there was support for the changes proposed on the basis of our relatively modest levels of total pay, compared to
companies of comparable size and complexity, combined with the normal challenging performance targets set by the Remuneration
Committee each year. There was also widespread support for the planned changes which align the Policy with current governance
requirements. Whilst individual stakeholder views did vary, we take comfort from the broad consensus of supportive shareholder feedback
received as we finalised the new Policy.

During the last year, both J.R. Nicolson and W.R.G. Barr resigned as members of the Remuneration Committee to ensure improved
compliance with the 2018 UK Corporate Governance Code. On some occasions, J.R. Nicolson, in his role as Chairman, is invited to attend
the Remuneration Committee meetings and provide guidance on behalf of the Board as required. Otherwise there were no changes to
the composition of the Remuneration Committee during the year. The Remuneration Committee carried out a review of its performance
and effectiveness during the year, led by me. This review included an externally facilitated detailed and comprehensive evaluation of the
performance and effectiveness of the Remuneration Committee using written survey questionnaires, which were completed by members
of the Remuneration Committee and the Company Secretary. The results of the evaluation were shared with the Remuneration Committee.
Overall, the review found that the Remuneration Committee was functioning in an effective manner and performing satisfactorily, with no
major issues identified.

Revised Directors’ Remuneration Policy
As required by the 2018 UK Corporate Governance Code, the Remuneration Committee has completed an extensive review of the Policy
at the third anniversary of the last shareholder approval having held the existing Policy steady over the last three years. In completing this,
the Remuneration Committee has reviewed the appropriateness of the existing Policy based on the Company’s strategy and culture, market
conditions and corporate performance since the last Policy review, alongside the changes to the UK Corporate Governance Code and
developments in market practice. Following this review, the Remuneration Committee is planning certain changes to the Policy to ensure
that it is appropriate for the next three years, so that it complies with the 2018 UK Corporate Governance Code and effectively supports the
delivery of our business strategy, is aligned with our culture and values, adequately rewards strong performance and suitably aligns reward
with the creation of shareholder value. The details of the new Policy are set out on pages 70 to 71. In summary, the changes planned for
the Policy as compared to the existing Policy approved at the 2017 AGM are as follows:

– Annual bonus: an increase in the maximum annual bonus opportunity to 125% of base salary for executive directors (from 100% currently)

– alongside the introduction of mandatory bonus deferral into shares for two years of 20% of any bonus earned.

– LTIP opportunity: an increase in the “normal” maximum LTIP opportunity to 150% of base salary for executive directors (from 125%

currently) – alongside the introduction of a two year post-vesting holding period for the entire vesting award (subject to the director’s
actual shareholding being less than 300% of base salary).

– Pensions: the alignment of pension contributions for new hire executive directors to the wider workforce. A reduction in the current

CEO’s and Finance Director’s pension contributions from 26% to 24% of base salary effective from 26 January 2020.

– Minimum shareholding guidelines: an increase in the current share ownership guidelines from 125% to 200% of basic salary for the

CEO and from 125% to 150% of basic salary for the other executive directors; and

– Post-cessation shareholding requirement: the introduction of a requirement for executive directors to retain for one year post-
employment any shareholding arising from shares awarded/vesting from both the bonus (20% of earned bonus) and LTIP after
26 January 2020, up to the above shareholding guidelines.

Whilst the Remuneration Committee has concluded that the planned changes to the Policy remain valid for the medium term, in light of the
immediate challenges facing the country, the Remuneration Committee will judge carefully and prudently how, in the near term, it should
implement the Policy and its associated level of reward opportunity.

A.G. BARR p.l.c. Annual Report and Accounts 2020A table setting out the rationale behind the changes being proposed to the Policy is set out on page 71.

Whilst not a change to the Policy, the Remuneration Committee has reviewed the performance measures operating within the LTIP and
as a result has decided to introduce a second performance measure (relative Total Shareholder Return, “TSR”) in respect of awards granted
under the LTIP in addition to the current cumulative EPS measure.

Key activities in the year
The Remuneration Committee met six times during the financial year. Key activities are shown below:
– Undertook a review of the existing Remuneration Policy at the required three year point, assessed the appropriateness of the Policy

and agreed planned changes to the Policy;

– Consulted with major shareholders in relation to the proposed changes to the Remuneration Policy, the LTIP performance metrics

and the Finance Director’s future base salary;

– Reviewed and set annual salaries for the executive directors consistent with the wider workforce;
– Reviewed and set annual salaries for the Executive Committee;
– Set targets for the annual bonus for the executive directors and the Executive Committee;
– Set targets for the Long Term Incentive Plan (“LTIP”) for the executive directors;
– Reviewed achievement against targets set and determined the appropriate level of pay-out for the annual bonus for the executive

directors and the Executive Committee in the context of wider business performance;

– Reviewed achievement against targets set and determined the appropriate level of pay-out for the LTIP for the executive directors

in the context of wider business performance;

– Reviewed and approved participation by the executive directors in the LTIP;
– Considered and updated the performance metrics for the LTIP;
– Reviewed market and corporate governance updates to ensure the Remuneration Committee remained up to date on the quickly

evolving governance landscape and best practice; and

– Carried out an external market benchmarking review of executive directors’ remuneration packages.

The terms of reference of the Remuneration Committee are available on the Company’s website, www.agbarr.co.uk.

Pay for performance in 2019/20
As described in the Strategic Report on pages 2 to 47, against challenging soft drinks market conditions, the Group delivered revenue
for the year ended 25 January 2020 of £255.7m, a decrease of 8.4% on the prior year. The UK soft drinks market was broadly flat, increasing
0.4% in value and decreasing 2.5% in volume over the same period of time. Profit before tax decreased by 16% on the prior year.

The Remuneration Committee remains committed to a responsible approach to executive pay and believes that variable pay should only
be earned for achievement against stretching targets.

Achievement against annual bonus targets – no bonus to be paid
The executive directors were set stretching targets for profit before tax (“PBT”), which accounts for 80% of bonus opportunity for each
director. The target range of £45.0m to £49.0m reflected the ambitions for growth of the business set against challenging external
conditions. The business profit performance was significantly weaker than planned and the threshold profit target of £45.0m was not
met in respect of the year. The Remuneration Committee therefore concluded that no element of the PBT bonus was payable.

Each of the executive directors was also set stretching individual strategic objectives tailored to their business area and responsibilities, which
account for 20% of bonus opportunity for each director. The Remuneration Committee reviewed each of the directors’ strategic objectives
in turn, to fully understand the extent to which each strategic objective had been achieved and which elements of any objectives remained
outstanding. Whilst the Remuneration Committee was satisfied that strong progress had been achieved by each of the executive directors
towards their strategic objectives, the Remuneration Committee concluded that it should use its discretion over any bonus payable, and
agreed that no bonus would be paid.

As a result, the Remuneration Committee confirmed that no annual bonus payments are to be paid to the executive directors in respect of
the year ended 25 January 2020, which we feel is a proportionate outcome given the Company’s performance. Further details can be found
on page 85.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Achievement against LTIP targets – LTIP 2017 awards lapse in full
Under the LTIP, the Remuneration Committee has in recent years used the key metric of cumulative Earnings Per Share (“EPS”) to assess
the long-term performance of the executive directors. The cumulative EPS over the three years ended 25 January 2020 was 89.1p, which
compared to the EPS target range set in April 2017 of 90.0p to 102.0p. Given this outcome, the Remuneration Committee concluded
that none of the LTIP 2017 awards will vest and these awards will lapse in full according to the rules. Further details can be found on
pages 85 and 86.

Review of outcomes in relation to wider Company performance and shareholder experience
The Remuneration Committee concluded that in light of both wider business performance and shareholder experience during the year,
the decisions to pay no annual bonus for the year and for the 2017 LTIP to lapse without any vesting were fair and appropriate.

Employee engagement
The Remuneration Committee recognises the importance of culture and effective employee engagement in the creation of a good
workplace. The Board’s role is to ensure that effective processes and procedures are in place for gathering workforce views and engaging
in meaningful dialogue with employees. The Board receives regular updates on workforce engagement throughout the year. Further
information on employee engagement is included in the Corporate Governance Report on page 28.

Looking forward – implementation of Policy in 2020/21
Base salary
In line with the decision to not award any salary increases across the Group, the Remuneration Committee has concluded that there should
not be any increases to the base salaries of directors or non-executive directors’ fees at this time, subject to review at a later date.

Prior to the recent impact of coronavirus, the Remuneration Committee had agreed a substantial increase of c.16% (from £278,980 to
£325,000) for the Finance Director’s base salary to reflect the fact that he has now been in post for five years, having been appointed in 2015
on a base salary significantly below market levels. The Remuneration Committee has now agreed to defer this increase until there is a greater
level of certainty over economic conditions. Since appointment, the Finance Director’s performance has been consistently strong, he has
developed significantly in role to operate at a high level expected of an experienced PLC Finance Director and he has taken on increased
responsibility particularly in the supply chain area of the business. The Remuneration Committee therefore considers that the agreed
increase is necessary to correctly reflect the incumbent’s maturity in role and to reduce and manage an increased retention risk. When
implemented, the increase will bring the Finance Director’s salary in line with the lower quartile salary of the Remuneration Committee’s
selected external benchmark for this review (being companies in the lower half of the FTSE 250).

Pensions
Incumbent executive directors will receive pension contributions at 19% of basic salary up to the age of 50 and 24% of basic salary thereafter.
The Remuneration Committee will continue to review the appropriate level of pension contributions through the Policy period. Newly
appointed executive directors will receive pension contributions aligned to the wider workforce.

Annual Bonus
Performance measures: Bonus awards will continue to be subject to a combination of PBT and individual strategic objectives. The
Remuneration Committee will assess the appropriate targets for the forthcoming financial year as greater certainty around economic
conditions is available. These performance targets will be disclosed in the Annual Report on Remuneration for the year ending 30 January 2021.

Opportunity and deferral: as described above, the Remuneration Committee is proposing an increase in the maximum annual bonus for
the year ending 30 January 2021 to 125% of base salary for the executive directors (from 100% currently), alongside the introduction of
mandatory bonus deferral into shares for two years of 20% of any bonus earned. In setting the level of mandatory bonus deferral, the
Remuneration Committee took into consideration the long standing shareholding of the executive directors.

A.G. BARR p.l.c. Annual Report and Accounts 2020Long Term Incentive Plan
Performance measures: the Remuneration Committee completed a review of the LTIP performance measures in 2019, taking into account
shareholder feedback regarding the potential limitations of the historical position of having only one performance measure linked to EPS.
As a result of this review, we concluded that the LTIP would benefit from the introduction of a second performance measure, being Total
Shareholder Return (“TSR”), to further align the interests of the executive directors with those of shareholders.

It is therefore proposed that relative TSR is introduced in addition to the current cumulative EPS measure in respect of awards granted under
the LTIP for the year ending 30 January 2021. EPS is a key performance indicator for the Company and shareholders, and remains a highly
credible measure of long term performance. Significant uncertainty for UK focused consumer goods businesses remains, therefore setting
a three year forward looking cumulative EPS target is challenging. The Remuneration Committee has concluded that it is not appropriate
to grant awards under the LTIP at this time and will review this position through 2020. Performance targets will be set when appropriate
at the date such awards are granted and will be disclosed in the Annual Report on Remuneration for the year ending 30 January 2021.

Opportunity and holding period: as described earlier, following the review of the Policy, the Remuneration Committee is planning an
increase in the “normal” maximum LTIP opportunity to 150% of base salary for executive directors (from 125% currently), alongside the
introduction of a two year post-vesting holding period for the entire vesting award (subject to the director’s actual shareholding being
less than 300% of salary).

I look forward to your support at the upcoming AGM.

David J. Ritchie
Chair of the Remuneration Committee
8 April 2020

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Directors’ Remuneration Policy
Changes to Policy

Element

Annual bonus

Current Policy – summary

Proposed Policy – summary

Quantum
Maximum opportunity of 100% of base salary for all
executive directors.

Quantum
Increase in maximum opportunity to 125% of base
salary for all executive directors.

Deferral
Annual bonus is not currently subject to deferral.

Deferral
20% of any bonus earned will be deferred into shares
for two years.

Long term incentive
plan (“LTIP”)

Quantum
‘Normal’ annual grant of 125% of base salary
for all executive directors.

Quantum
Increase in the ‘normal’ annual grant to 150% of base
salary for all executive directors.

Retirement benefits

Holding period
LTIP awards are not currently subject
to a holding period.

Defined benefit
The defined benefit scheme is closed to future
accrual. Deferred members of the defined benefit
section of the Scheme will continue to receive
benefits as described in the Policy table below.

Defined contribution
The maximum combined Company contribution
under the defined contribution section of the
Scheme and the URBS in respect of the executive
directors is 19% of salary rising to 26% of salary
following the executive’s 50th birthday.

Shareholding guidelines

During Employment
Shareholding guidelines of 125% of base salary for all
executive directors.

Post-cessation of employment
No requirement currently.

Holding period
Where an executive director’s actual shareholding is
less than 300% of base salary, the entire LTIP award will
be subject to a two year holding period post-vesting.

New executive directors
New hires will receive a pension contribution which
is capped so that it will not exceed that which applies
for the wider workforce (currently 17% of salary).

Incumbent executive directors
Defined benefit
No change for deferred members of the defined
benefit scheme.

Defined contribution
The combined Company contribution under the
defined contribution section of the Scheme and the
URBS in respect of the executive directors is 19% of
salary rising to 24% of salary following the executive
director’s 50th birthday.

The Remuneration Committee will continue to review
its position on pensions; any further reductions will be
disclosed in the relevant annual report.

During Employment
An increase in the shareholding guideline to 200%
of base salary for the CEO and 150% of base salary for
the other executive directors.

Post-cessation of employment
Introduction of a one year post-cessation shareholding
requirement over shares awarded/vested by the
Company from both the LTIP and the bonus (20% of
earned bonus) after 26 January 2020 up to the above
shareholding guidelines.

A.G. BARR p.l.c. Annual Report and Accounts 2020Overview of the Policy and rationale for change
When reviewing the Policy, the Remuneration Committee considered a wide range of material from a number of sources. This included
feedback from internal stakeholders, an assessment of pay conditions across the entire Company, the views of major shareholders,
comments from the proxy voting agencies, a review of the Company’s performance over the last three years, changes in regulation since
the last Policy was approved – particularly the 2018 UK Corporate Governance Code – and the total pay opportunity compared with other
businesses of a similar size and complexity. The Remuneration Committee also engaged with independent external advisers to minimise the
risk of any conflicts of interest. The Remuneration Committee took a holistic view when reviewing the Policy and gave equal consideration
to these diverse viewpoints.

The Remuneration Committee has strived to create a refreshed Policy which is clear and simple, and aligned to Company culture, values
and strategy. It wants participants to be able to understand the Policy and have a clear line of sight between their decisions and behaviours
and the effect that these decisions will have on the variable reward outcomes. Equally, it wants to ensure that reward for executive directors
is straight-forward for both shareholders and the wider workforce to understand. It also wished to ensure that there is an appropriate balance
between risk and reward and, as such, the Remuneration Committee has retained a broad discretion to alter the formulaic outcomes of the
variable rewards to ensure that payments to directors reflect the Company’s performance in the round.

Following its review, the Remuneration Committee decided that the existing remuneration structure remained largely fit for purpose and
continues to be aligned with Company strategy, through choosing performance metrics which reflect the Company’s most important KPIs
and are aligned with Company culture and values. The changes made fit into two broad categories: shareholder experience and
market positioning:

– Shareholder experience: it is exceptionally important for the executive directors to be aligned with the interests of shareholders.

The new Policy encourages directors to continue to take a long-term view when making decisions by introducing share deferral for the
annual bonus and a holding period for vesting LTIP awards until a shareholding of 300% of salary is reached, increasing the shareholding
guideline for all executives, and introducing a post-employment shareholding requirement to ensure that directors’ interests continue to
be aligned to shareholders even after they have left the business. Additionally, the Policy already contains malus and clawback provisions
which the Remuneration Committee can use in certain prescribed circumstances to recover amounts paid to directors or to cancel any
unreleased share awards.

– Market positioning: the Remuneration Committee recognises that any increase in executive pay is a sensitive issue and requires a clear

business justification. Recognising the fact that the variable reward opportunities have not increased since the 2014 Remuneration Policy
and following a thorough review of market data, the Remuneration Committee feels that the executive directors’ packages have fallen
significantly behind the general market level for equivalent roles at companies of a similar size. The Remuneration Committee needs
to ensure that executive directors are motivated to achieve the stretching targets that have been set for them and that it is able to attract
and retain high calibre individuals who can execute the Company strategy. As such, the Remuneration Committee has proposed
increases to the maximum opportunities for both the annual bonus and the LTIP, which are considered fair without being excessive.
Variable incentives remain weighted towards the LTIP to ensure that decisions are taken with a long-term view.

Proposed Remuneration Policy
This part of the report sets out the Company’s Directors’ Remuneration Policy which, subject to shareholder approval at the 2020 AGM,
shall take binding effect from the date of that meeting. The Policy for the executive directors has been determined by the
Remuneration Committee.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Executive directors
The table below describes each of the elements of the remuneration package for the executive directors:

Element

Base
salary

Purpose and
link to strategy

Operation

Usually reviewed annually.
Salary levels are determined by the
Remuneration Committee taking into
account a range of factors including:
– role, experience and individual

performance;

– pay for other employees in the Group;
– prevailing market conditions; and
– external benchmarks for similar
roles at comparable companies.

Core element
of fixed
remuneration,
reflecting the
size and scope
of the role.

Purpose is to
recruit and
retain directors
of the calibre
required for
the Company.

Maximum opportunity

Although there is no overall maximum,
salary increases are normally reviewed
in the context of the salary increases
across the wider Group.

The Remuneration Committee may
award salary increases above this level
to take account of individual
circumstances such as:
– increase in scope and responsibility;
– increase to reflect the executive
director’s development and
performance in the role; or

– alignment to market level.

Performance measures

Not applicable.

Benefits Ensures the

overall package
is competitive.

Purpose is
to recruit and
retain directors
of the calibre
required for
the Company.

Executive directors receive benefits in line
with market practice, which may include,
for example, a car allowance or provision
of a company car, a biennial health check,
private medical insurance, life assurance
and the ability to “buy” or “sell” holidays
under the Company’s flexible benefits plan.

Other benefits may be provided based on
individual circumstances. These may include,
for example, relocation and travel allowances.

Not applicable.

Whilst the Remuneration Committee
has not set an absolute maximum on
the levels of benefits executive directors
receive, the value of the benefit is
at a level which the Remuneration
Committee considers appropriate
against the market and provides
sufficient level of benefit based on
individual circumstances.

A.G. BARR p.l.c. Annual Report and Accounts 2020Element

Annual
bonus

Purpose and
link to strategy

Operation

Maximum opportunity

Performance measures

Rewards
performance
against annual
targets which
support the
strategic
direction of
the Group.

Awards based on annual performance against
key financial and/or strategic targets and/or
the delivery of personal objectives.

Maximum bonus opportunity is 125%
of base salary.

Pay-out levels are determined by the
Remuneration Committee after the year-end
based on performance against those targets.

The Remuneration Committee has discretion
to amend the bonus pay-out if, in its
judgement, any formulaic output does not
produce a fair result for either the executive
director or the Company, taking into account
overall business performance.

20% of any bonus earned will be deferred into
shares for two years.

At any time before the deferred bonus shares
are released, the Remuneration Committee
has the right to cancel the award in the event
of a material misstatement of the Group’s
financial results or if the participant has been
found guilty of misconduct.

For up to two years following the
determination of a bonus pay-out, the
Remuneration Committee has the right to
recover some or all of the bonus pay-out in
the event of a material misstatement of the
Group’s financial results or if the participant
has been found guilty of misconduct.

Targets are set
annually reflecting the
Company’s strategy
and aligned with key
financial, strategic and/
or individual objectives.

Targets, whilst
stretching, do not
encourage
inappropriate business
risks to be taken.

At least 80% of the
bonus is assessed
against key financial
performance metrics
of the business and the
balance may be based
on non-financial
strategic measures
and/or individual
performance.

Financial metrics
There is no minimum
payment at threshold
performance, up to
50% of the maximum
potential for this element
of the bonus will be paid
out for on-target
performance and all of
the maximum potential
will be paid out for
maximum performance.

Non-financial or
individual metrics
Payment of the
non-financial or
individual metrics
will apply on a scale
between 0% and 100%
based on the
Remuneration
Committee’s assessment
of the extent to which
a non-financial or
individual performance
metric has been met.

AccountsStrategic ReportCorporate GovernancePurpose and
link to strategy

Operation

Maximum opportunity

Performance measures

The normal
maximum award is
150% of annual base
salary in respect of
a financial year.
Under the share
plan rules the
overall maximum
opportunity that
may be granted
in respect of a
financial year will
be 200% of annual
base salary. The
normal maximum
award limit will
only be exceeded
in exceptional
circumstances
involving the
recruitment or
retention of a senior
employee.

The vesting of awards is
subject to the satisfaction
of performance targets set
by the Remuneration
Committee.

The performance
measures are reviewed
regularly to ensure they
remain relevant but will
be based on key financial
and/or strategic and/or
total shareholder return
related measures. The
relevant metrics and the
respective weightings
may vary each year based
upon Company strategic
priorities.

Performance measures
and weightings will be set
out in the Annual Report
on Remuneration for the
relevant financial year.

For achievement of
threshold performance
20% of the maximum
opportunity will vest.

There will usually be
straight line vesting
between threshold and
maximum performance.

Participation limits
are those set
by the UK tax
authorities from
time to time.

No performance
conditions are attached
to awards in line with
HMRC practice.

D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Element

Long Term
Incentive
Plan
2014 (“LTIP”)

Incentivises
executive
directors over
the longer
term and aligns
their interests
with those of
shareholders.

Under the LTIP, awards of conditional shares, nil cost
share options or other such form as has the same
economic effect may be made with vesting dependent
on the achievement of performance conditions set by
the Remuneration Committee, normally over a three
year performance period. Awards granted over shares
may be settled in cash at the election of the
Remuneration Committee.

As described on page 80, awards may also vest in
“good leaver” circumstances or on the death of
a participant or on a change of control.

The Remuneration Committee has the right to reduce
unvested or unexercised awards and/or delay their
vesting in the event of a material misstatement of the
Group’s financial results or if the participant has been
found guilty of misconduct.

Where an executive director’s shareholding is less than
300% of base salary, any vesting awards will be subject
to a two year post-vesting holding period.

For up to two years following the determination of
the vesting outcome of an award, the Remuneration
Committee has the right to cancel the award if it has not
been exercised, or require repayment of some or all of
the award in the event of a material misstatement of the
Group’s financial results or if the participant has been
found guilty of misconduct.

The Remuneration Committee may make a dividend
equivalent payment (“Dividend Equivalents”) to reflect
dividends that would have been paid over the period to
vesting on shares that vest. This payment may be in the
form of additional shares or a cash payment equal to the
value of those additional shares.

Executive directors are entitled to participate
in a HMRC tax-advantaged All-Employee Savings Related
Share Option Scheme (“SAYE”) under which they make
monthly savings over a period of three or five years linked
to the grant of an option over the Company’s shares with
an option price which can be at a discount to the market
value of shares on grant.

Executive directors are also entitled to participate in a
HMRC tax-advantaged All-Employee Share Ownership
Plan (“AESOP”). The executive directors may participate
in all sections of the AESOP, being the partnership and
matching section, the free share section and the dividend
share section.

All
employee
share
schemes

To encourage
all employees
to make a
long-term
investment in
the Company’s
shares in a tax
efficient way.

A.G. BARR p.l.c. Annual Report and Accounts 2020Performance measures

Not applicable.

Element

Retirement
benefits

Purpose and
link to strategy

Operation

Purpose is to
recruit and
retain directors
of the calibre
required for
the Company.

Provides market
competitive
post-
employment
benefits (or
cash allowance
equivalent).

Executive directors are eligible to
participate in the A.G. BARR p.l.c.
(2008) Pension and Life Assurance
Scheme (the “Scheme”), which
comprises a defined contribution
section and a defined benefit section.
The defined benefit section was
closed to new entrants from
14 August 2003 and to future
accrual from 1 May 2016.

Details of the entitlements accruing
to the two executive directors who
are deferred members of the defined
benefit section are detailed in the
table on page 88. The contributions
paid to the defined contribution
section in respect of three executive
directors are disclosed on page 87.
Details of accruals under the URBS
are disclosed on page 89.

Executive directors may participate
in the A.G. BARR p.l.c. Unfunded
Retirement Benefit Scheme (“URBS”)
with the agreement of the Company.
The URBS was established to satisfy
the Company’s contractual obligations
to provide retirement benefits for
the benefit of the executive directors
where either the annual or lifetime
allowance has been exceeded whilst
those individuals were members of
the Scheme.

Benefits will be receivable in certain
circumstances, including on
retirement, death, change of control
or cessation of employment in
accordance with the rules of the
URBS.

In appropriate circumstances,
executive directors may take a cash
supplement instead of contributions
into a pension plan.

Maximum opportunity

New Executive Directors
The maximum combined Company
contribution under the defined contribution
section of the Scheme and the URBS in
respect of new executive directors will be
aligned to the wider workforce (currently
capped at 17% of salary, as defined in the
Scheme rules).

The Remuneration Committee has discretion
to vary the delivery mechanism for retirement
benefits, however the exercise of this
discretion will not exceed the above limit
for the provision of executive directors’
retirement benefits.

Incumbent Executive Directors
R.A. White ceased his accrual under the
defined benefit section on 5 April 2011.
For R.A. White, the Company’s maximum
contribution under the URBS is equal to 24%
of salary plus any contractual entitlement in
respect of a shortfall in R.A. White’s deferred
pension revaluation as a consequence of
Fixed Protection 2012.

The Company has closed the defined benefit
section of the Scheme to new members and
future accrual but the only executive director
who is a deferred member will continue to
receive benefits in accordance with the terms
of the Scheme, subject to separately agreed
contractual arrangements, including the
arrangement summarised below:

R.A. White’s deferred pension will be re-valued
in line with RPI until his normal retirement
date. In addition, R.A. White will continue to
be entitled to receive life assurance benefits
as if he were in pensionable service under
the Scheme until his normal retirement
date notwithstanding the termination of his
employment with the Company, but only
in circumstances where he is a “good leaver”,
as set out in his service contract.

The maximum combined Company
contribution under the defined contribution
section of the Scheme and the URBS in
respect of the remaining executive directors is
19% of salary (as defined in the Scheme rules)
rising to 24% of salary following the executive’s
50th birthday.

AccountsStrategic ReportCorporate GovernanceMaximum opportunity

Performance measures

Not applicable.

D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Element

Shareholding
guidelines

Purpose and
link to strategy

Purpose is to
further align
the executive
directors’ long
term interests
with those of
shareholders

Operation

During employment
Executive directors must retain all shares acquired under
Company sponsored share plans and retain half of any bonus
pay-out after tax to purchase shares in the Company until
the value of their shareholding is equal to 200% of gross basic
salary for the CEO and 150% of gross basic salary for the other
executive directors.

Until the relevant shareholding is acquired, the executive
director may not, without Remuneration Committee approval,
sell shares other than to finance any tax liabilities arising from
the vesting or release of awards.

Post-employment
Executive directors must retain for one year post-employment
any shareholding arising from shares awarded/vesting from
both the deferred bonus and LTIP after 26 January 2020,
up to the above shareholding guidelines.

Chairman and non-executive directors
The table below sets out an overview of the remuneration of non-executive directors:

Purpose and link to strategy

Approach of the Company

Sole element of non-executive director remuneration,
set at a level that reflects market conditions and is
sufficient to attract individuals with appropriate
knowledge and expertise.

Fees are normally reviewed annually.

The remuneration of the Chairman is determined by the Remuneration
Committee. Fees are set at a level which reflects the skill, knowledge
and experience of the individual, whilst taking into account appropriate
market data.

The Board is responsible for setting the fees of the other non-executive
directors. Fees may include a basic fee and additional fees for further
responsibilities (for example, chairmanship of Board committees and senior
independent directorship). Fees are set taking into account several factors,
including the size and complexity of the business, appropriate market data
and the expected time commitment and contribution for the role.

Non-executive directors do not participate in any of the Company’s share
schemes or bonus schemes nor do they receive any pension contributions.
Non-executive directors may be eligible to receive benefits such as the use
of secretarial support, travel costs or other benefits that may be appropriate.

Actual fee levels are disclosed in the Directors’ Annual Remuneration report
for the relevant financial year.

A.G. BARR p.l.c. Annual Report and Accounts 2020Explanation of performance metrics chosen and the target setting process
Performance measures are selected that are aligned to the Company’s strategy. Stretching performance targets are set each year for the
annual bonus and LTIP awards. When setting these performance targets, the Remuneration Committee will take into account a number of
different reference points, which may include the Company’s business plans and strategy and the market environment. Full payment or
vesting will only occur for what the Remuneration Committee considers to be stretching performance. Additionally, the Remuneration
Committee has discretion to change formulaic outcomes to ensure that payments made through variable incentive plans are proportionate
to the Company’s overall performance.

The annual bonus performance targets have been selected to provide an appropriate balance between incentivising directors to meet
financial targets for the year and achieving strategic and/or personal objectives. The Remuneration Committee also aims to make sure that
targets are set in line with the Company’s risk appetite so as to ensure that executive directors are not incentivised to take inappropriate risks.

The LTIP performance targets reflect the Company’s strategic objectives and therefore the financial and strategic decisions which ultimately
determine the success of the Company. The LTIP performance measures may be based on key financial and/or strategic and/or total
shareholder return related measures. From 2020, LTIP performance will be based on Earnings Per Share, which is a key measure of the
Company’s profitability, and relative Total Shareholder Return to further strengthen the link between the interests of the executive directors
and the shareholders.

The Remuneration Committee retains the ability to adjust or set different performance measures if events occur (such as a change in
strategy, a material acquisition and/or a divestment of a Group business or a change in prevailing market conditions) which cause the
Remuneration Committee to determine that the measures are no longer appropriate and that amendment is required so that they achieve
their original purpose.

Awards and options may be adjusted in the event of a variation of share capital in accordance with the Scheme rules.

Policy for the remuneration of employees generally
Remuneration arrangements are determined throughout the Group based on the same principle that reward should be achieved for delivery
of the business strategy and should be sufficient to attract and retain high calibre talent.

Under the rules of the LTIP, certain managers are eligible to participate in the LTIP; however there has been no such participation to date
and there is no current intention to invite managers to do so. The annual bonus arrangements for the senior management team are similar
to those for the executive directors in that targets are set annually dependent on financial and/or non-financial performance metrics. The
key principles of the remuneration philosophy are applied consistently across the Group below this level, taking account of the seniority
of employees.

Approach to recruitment remuneration
The Policy aims to facilitate the appointment of individuals of sufficient calibre to lead the business and execute the strategy effectively for
the benefit of shareholders. When appointing a new director, the Remuneration Committee seeks to ensure that arrangements are in the
best interests of the Company and in line with market practice.

The Remuneration Committee will take into consideration a number of relevant factors, which may include the calibre of the individual,
the candidate’s existing remuneration package, and the specific circumstances of the individual including the jurisdiction from which the
candidate was recruited.

The Remuneration Committee will typically seek to align the remuneration package with the Company’s Remuneration Policy (as set out in
the Policy table). The maximum level of variable remuneration which may be granted (excluding buy-out awards referred to below) is 325%
of salary (in line with this Policy). Subject to this overall maximum variable remuneration, incentive awards will only be granted above the
normal maximum annual award opportunities where the Remuneration Committee considers there to be a commercial rationale, which
may include but is not limited to circumstances where an executive director is recruited at a time in the year when it would be inappropriate
to provide a bonus and/or LTIP award for that year as there would not be sufficient time to assess performance. The quantum in respect of
the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis.
The Remuneration Committee will ensure that any such awards are linked to the achievement of appropriate and challenging performance
targets and will be forfeited if performance or continued employment conditions are not achieved. The Remuneration Committee may also
alter the performance measures, performance period and vesting period of the bonus and/or LTIP award, if the Remuneration Committee
determines that the circumstances of the recruitment merit such alteration. The rationale would be clearly explained in the Directors’
Remuneration Report following grant. The individual will move over time onto a remuneration package that is consistent with the normal
maximum annual bonus and LTIP award opportunities set out in the Policy table.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

The Remuneration Committee retains discretion to include other remuneration components or awards which are outside the specific terms
of the Policy (but subject to the limit on variable remuneration) to facilitate the hiring of candidates of an appropriate calibre, where the
Remuneration Committee believes there is a need to do so in the best interests of the Company. The Remuneration Committee would
ensure that awards within the 325% of salary variable remuneration limit are linked to the achievement of appropriate and challenging
performance measures. The Remuneration Committee will not use this discretion to make a non-performance related incentive payment
(for example a “golden hello”).

In some circumstances, the Remuneration Committee may make payments or awards to recognise or “buy-out” remuneration
arrangements forfeited on leaving a previous employer. The Remuneration Committee will normally aim to do so broadly on a like-for-like
basis, taking into account a number of relevant factors regarding the forfeited arrangements which may include the form of award, any
performance conditions attached to the awards and the time at which they would have vested. These payments or awards are excluded
from the maximum level of variable remuneration referred to above, however the Remuneration Committee’s intention is that the value
awarded would be no higher than the expected value of the forfeited arrangements. Where considered appropriate, such payments or
awards will be liable to “malus” and/or “clawback” on early departure.

Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary,
and subject to the limits referred to above, recruitment awards may be granted outside of these plans as currently permitted under the
Listing Rules which allow for the grant of awards to facilitate, in exceptional circumstances, the recruitment of an executive director.

Where a position is fulfilled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed
to continue according to the original terms.

Where necessary, the Company will pay appropriate relocation, travel and subsistence costs. The Remuneration Committee will seek
to ensure that no more is paid than is necessary.

Fees payable to a newly-appointed Chairman or non-executive director will be in line with the fee policy in place at the time of appointment.

Illustrations of application of Remuneration Policy
The charts below set out an illustration of the Remuneration Policy for 2020/21 in line with the Remuneration Policy above and include base
salary, pension, benefits and incentives. The charts provide an illustration of the proportion of total remuneration made up of each
component of the Remuneration Policy and the value of each component.

R.A. White – total remuneration (£000s)

S. Lorimer – total remuneration (£000s)

£2,325k

15%

30%

£1,971k

36%

£1,393k

31%

21%

48%

£673k

100%

30%

25%

34%

30%

791k
32%

22%

46%

£366k

100%

£1,134k

37%

31%

32%

Minimum
performance

Performance in line
with expectations

Maximum
performance

Maximum
performance
+ 50% share
price growth

Minimum
performance

Performance in line
with expectations

Maximum
performance

15%

£1,343k

16%

31%

26%

27%

Maximum
performance
+ 50% share
price growth

A.G. BARR p.l.c. Annual Report and Accounts 2020J.D. Kemp – total remuneration (£000s)

£696k

32%

22%

46%

£318k

100%

£1,000k

37%

31%

32%

Minimum
performance

Performance in line
with expectations

Maximum
performance

15%

£1,186k

16%

31%

26%

27%

Maximum
performance
+ 50% share
price growth

LTIP – share price appreciation

LTIP

Annual bonus

Base salary, benefits and pension

Four scenarios have been illustrated for each executive director:

Minimum performance

Performance in line
with expectations

Maximum performance

Maximum performance plus
50% growth in share price

Fixed pay

Fixed elements of remuneration
– base salary, benefits and
pension only.

Base salary is the latest known
salary (i.e. the salary effective
from 1 April 2020) and the value
for benefits has been calculated
as per the single figure table on
page 83.

Annual Bonus

No bonus.

LTIP

No LTIP vesting.

50% of maximum awarded for
achieving target performance
(i.e. 62.5% of salary).

60% of maximum award vesting
for target performance
(i.e. 90% of salary).

100% of maximum awarded for
achieving maximum performance
(i.e. 125% of salary).

100% of maximum award vesting
for maximum performance
(i.e. 150% of salary).

100% of maximum award vesting
for maximum performance plus
50% growth in share price (i.e. 225%
of salary).

LTIP awards are included in the scenarios above at face value with no share price movement included (except in the “maximum plus
50%” scenario).

Service contracts
Executive directors’ contracts are on a rolling basis and may be terminated on 12 months’ notice by the Company or on 6 months’ notice
by the executive director. Service contracts for new executive directors will generally be limited to 12 months’ notice by the Company.

In line with the Remuneration Policy approved at the 2014 AGM, service contracts entered into prior to this date provide for a notice period
of 12 months except during the six months following either a takeover of or by the Company or a Company reconstruction. Under these
conditions and certain circumstances the executive directors are entitled to a liquidated damages payment equal to the executive director’s
basic salary at termination plus the value of all contractual benefits for a two year period. In the event this liquidated damages payment is
triggered, the executive director will also be deemed to be a “good leaver” for the purposes of the Company’s share schemes. Given the
size of the Company and the sector dynamics at the time the directors were recruited, the Remuneration Committee considered this
provision appropriate in order to attract and retain high calibre executive directors. The Remuneration Committee is cognisant of the fact
that these provisions do not reflect best practice. It has therefore previously considered the alternatives available to exit these contractual
arrangements, including contractual buy-out. However, the Remuneration Committee concluded that it was not feasible to place a value
on these rights, in order to remove them from the contracts, which would be acceptable to both parties. It therefore determined that
the most appropriate approach would be to maintain the legacy provisions, however for all future appointments after the approval of
the 2014 Remuneration Policy these provisions have not and will not apply. S. Lorimer’s service contract does not therefore include the
legacy provisions.

AccountsStrategic ReportCorporate Governance
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Non-executive directors are appointed for an initial period of three years, subject to annual re-election by shareholders in accordance with
the Code. Their appointments are terminable by either the Company or the directors themselves upon three months’ notice without
compensation.

Payments for loss of office
The principles on which the determination of payments for loss of office will be approached are set out below:

Policy

Payment in
lieu of notice

Annual Bonus

Payments to executive directors upon termination of their service contracts will be equal to 12 months’ base salary or
the highest annual salary earned by the executive during the preceding three years, whichever is higher (plus benefits
in kind and pension contributions at the discretion of the Remuneration Committee).

This will be at the discretion of the Remuneration Committee on an individual basis and the decision as to whether
or not to award a bonus in full or in part will be dependent upon a number of factors, including the circumstances
of the individual’s departure and their contribution to the business during the bonus period in question. Any bonus
amounts paid will typically be pro-rated for time in service to termination and will, subject to performance, be paid
at the usual time.

LTIP

The extent to which any award under the LTIP will vest would be determined based on the leaver provisions
contained within the LTIP rules. The Remuneration Committee shall determine when awards vest in accordance
with those provisions.

Awards will normally lapse if the participant leaves employment before vesting. However, awards may vest
in “good leaver” circumstances, including death, disability, ill-health, injury, sale of the participant’s employer,
or any other reason determined by the Remuneration Committee. Any “good leaver” awards will vest at the date of
cessation of employment unless the Remuneration Committee decides they should vest at the normal vesting date.
In either case, the extent to which an award vests will be determined by the Remuneration Committee taking
into account the extent to which the performance conditions have been satisfied and, unless the Remuneration
Committee determines otherwise, the period of time that has elapsed from the date of grant to the date of cessation
of employment. The Remuneration Committee may vest the award on any other basis if it believes there are
exceptional circumstances which warrant that.

Options are exercisable for six months from leaving employment or six months from the normal vesting date as
appropriate.

Change of control

Awards under the LTIP will generally vest early on a takeover, merger or other corporate reorganisation. The
Remuneration Committee will determine the level of vesting taking account of performance conditions and, unless
the Remuneration Committee determines otherwise, pro-rating for time, where applicable. Alternatively, participants
may be allowed or required to exchange their awards for awards over shares in the acquiring company.

Mitigation

Other payments

Awards under all employee share schemes will be expected to vest on a change of control and those which have
to meet specific requirements to benefit from permitted tax benefits will vest in accordance with those requirements.

The executive directors’ service contracts do not provide for any reduction in payments for mitigation or for early
payment.

Payments may be made under the Company’s all employee share plans which are governed by HMRC tax-
advantaged plan rules and which cover certain leaver provisions. There is no discretionary treatment of leavers under
these plans. In appropriate circumstances, payments may also be made in respect of accrued holiday, outplacement
and legal fees.

Where a buy-out award is made under the Listing Rules then the leaver provisions would be determined at the time of the award.

The Remuneration Committee reserves the right to make additional exit payments where such payments are made in good faith in
discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise
of any claim arising in connection with the termination of a director’s office or employment. In doing so, the Remuneration Committee will
recognise and balance the interests of shareholders and the departing executive director, as well as the interests of the remaining directors.

Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the
particular circumstances of the director’s departure and performance.

A.G. BARR p.l.c. Annual Report and Accounts 2020Statement of consideration of employment conditions elsewhere in the Company
The Remuneration Committee generally considers pay and employment conditions elsewhere in the Company when considering the
executive directors’ remuneration. When considering base salary increases, the Remuneration Committee reviews overall levels of base pay
increases offered to other employees. Employees are not actively consulted on directors’ remuneration. The Company has regular contact
with union bodies on matters of pay and remuneration for employees covered by collective bargaining or consultation arrangements.

Existing contractual arrangements
The Remuneration Committee retains discretion to make any remuneration payments and payments for loss of office outside the Policy
in this report:
– where the terms of the payment were agreed before the Policy came into effect;
– where the terms of the payment were agreed at a time when the relevant individual was not a director of the Company and, in the

opinion of the Remuneration Committee, the payment was not in consideration of the individual becoming a director of the Company;
or

– to satisfy contractual commitments under legacy remuneration arrangements.

For these purposes, the term “payments” includes the satisfaction of awards of variable remuneration and, in relation to an award over shares,
the terms of the payment are agreed at the time the award is granted.

The Remuneration Committee may make minor changes to this Policy which do not have a material advantage to directors, to aid in
its operation or implementation, taking into account the interests of shareholders but without the need to seek shareholder approval.

Statement of consideration of shareholder views
The Remuneration Committee is committed to an ongoing dialogue with shareholders and welcomes feedback on executive and
non-executive directors’ remuneration.

Payments in relation to existing remuneration arrangements
The Remuneration Committee reserves the right to make any remuneration payments and/or payments for loss of office (including
exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Remuneration
Policy set out above where the terms of the payment were agreed:

i. before the date of the 2014 AGM (the date the Company’s first shareholder-approved Remuneration Policy came into effect);
ii. after the date of the 2017 AGM and before the Remuneration Policy set out above came into effect, provided that the terms of
the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or
iii. at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration Committee,

the payment was not in consideration for the individual becoming a director of the Company.

For these purposes “payments” includes the Remuneration Committee satisfying awards of variable remuneration and, in relation to
an award over shares, the terms of the payment are “agreed” at the time the award is granted.

Annual report on remuneration
The following parts of the Remuneration Report are subject to audit, other than the elements explaining the application of the Remuneration
Policy for 2020/21.

Single figure table – audited information
The aggregate remuneration provided to directors who have served as directors in the year ended 25 January 2020 is set out below,
along with the aggregate remuneration provided to such directors for the year ended 26 January 2019.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Year ended 25 January 2020

Director

Executive

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott*

Non-executive

J.R. Nicolson

W.R.G. Barr

M.A. Griffiths

P. Powell

D.J. Ritchie

S.V. Barratt

N.B.E. Wharton

Total

Year ended 26 January 2019

Director

Executive

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Non-executive

J.R. Nicolson

W.R.G. Barr

M.A. Griffiths

P. Powell

D.J. Ritchie

S.V. Barratt

N.B.E. Wharton

Total

Salary/fees
£000

Benefits
£000

Bonus
£000

Long term
incentives
£000

Pension
£000

Total
remuneration
£000

471

278

247

146

145

–

1,599

101

–

232

–

739

365

334

222

145

417

2,117

Salary/fees
£000

Benefits
£000

Bonus
£000

Long term**
incentives
£000

Pension
£000

Total
remuneration
£000

462

273

242

216

142

–

420

243

213

181

–

361

213

189

169

–

165

–

1,444

807

714

667

142

1,605

109

1,057

932

341

4,044

A.L. Memmott stepped down from the Board on 24 September 2019. His employment with the Company will cease on 30 April 2020. The remuneration above was paid in respect of his services as
an executive director.

** The long term incentives figure for the year ended 26 January 2019 has been restated to reflect the market value of the shares that vested on 8 April 2019 as at that date. The long term incentives

figure for the year ended 26 January 2019 set out in the Annual Report 2018/19 used the average closing share price for the three months ended 26 January 2019 as an estimate of the market value
of those shares.

A.G. BARR p.l.c. Annual Report and Accounts 2020The figures in the single figure table above are derived from the following:

(a) Salary and fees

The amount of salary/fees received in the year. A salary sacrifice arrangement is operated by the Company.
Employees who join this arrangement no longer pay contributions to the pension schemes but receive a
lower taxable salary. Directors’ salaries are shown gross of any salary sacrifice pension contributions.

(b) Benefits

The value of benefits received in the year. These include car allowance, fuel benefit, the value of SAYE
options vesting in the year, and AESOP free and matching shares awarded in the year.

SAYE: option shares are valued at the market price of the option shares at the date of vesting less the option
exercise price.

AESOP: free and matching shares are valued at market value at the date of award.

Details of the executive directors’ interests in the SAYE are set out on page 95.

A description of the annual bonus in respect of the year and Group and personal performance against
which the bonus pay-out was determined is provided on page 85.

(d) Long term incentives

The value of LTIP awards that vest in respect of the year.

(e) Pension

LTIP: the shares which will vest in respect of the year have been valued based on the average market value
of the shares over the three month period ended 25 January 2020. The value of the shares which vested
in respect of the prior year was the market value of the shares on the vesting date.

Details of the executive directors’ interests in the LTIP are set out on page 94.

The pension figure includes:
– for individuals in the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the “Scheme”) defined
contribution section, the Company’s contributions to the defined contribution section, excluding any
pension contributions made in respect of an individual under the Company’s salary sacrifice
arrangement;

– for individuals in the Scheme’s defined benefit section, the additional value achieved in the year

calculated using the HMRC method (using a multiplier of 20); and

– the value of the accrued liability for the year in respect of the Company’s contribution for each director

participating in the A.G. BARR p.l.c. Unfunded Retirement Benefit Scheme (“URBS”).

Further details of pension benefits are set out on pages 87 to 89.

Individual elements of remuneration
Base salary and fees
Base salaries for individual executive directors for the year ended 25 January 2020 and for the following year are set out in the table below:

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott*

Base salary
for year ended
25 January 2020
£000

471

278

247

146

Base salary
for year ending
30 January 2021**

£000

472

279

248

–

Increase %

–

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Details of non-executive directors’ fees for the year ended 25 January 2020 and for the following year are set out in the table below:

Non-executive director fee

Chairman of the Company

Basic fee

Additional fee for chairing Audit and Risk Committee

Additional fee for chairing Remuneration Committee

Additional fee for Senior Independent Director

Year ended
25 January 2020
£000

Year ending
30 January 2021
£000

Increase %

145

** The base salary for the executive directors has increased on the prior year as the reporting period is to January whilst salary increases are effective from April.

Benefits – audited information
The benefits figure for each of the executive directors is detailed as follows:

Year ended 25 January 2020

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott*

Total

Year ended 26 January 2019

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Total

Car and fuel
benefit
£000

SAYE
£000

AESOP awards
£000

–

Car and fuel
benefit
£000

SAYE
£000

AESOP awards
£000

105

–

Total
£000

101

Total
£000

109

A.L. Memmott stepped down from the board on 24 September 2019. His employment with the Company will cease on 30 April 2020. The benefits above were paid in respect of his services as an
executive director.

The value of the AESOP awards is the sum of the AESOP free and matching shares awarded to the directors in the year.

A.G. BARR p.l.c. Annual Report and Accounts 2020Annual bonus
The maximum annual bonus award opportunity for each executive director in respect of the year ended 25 January 2020 was 100% of salary,
with 80% of the bonus assessed against the achievement of profit before tax excluding exceptional items, compared against a set of profit
targets and 20% based on non-financial strategic objectives. No annual bonus has been paid in respect of the year ended 25 January 2020.

The target for the proportion of the annual bonus based on profit before tax and performance against that target is set out in the table
below. 50% of this element of the bonus could be earned for on-target performance with zero paid for threshold performance and a broadly
linear scale through to full payment of this element of the bonus for performance at or above the maximum target.

Profit before tax excluding exceptional items

Threshold
target

£45.0m

On target

£47.0m

Maximum
target

£49.0m

Actual
performance

£37.4m

Maximum
percentage
of bonus

80%

Actual
percentage
of bonus

Non-financial strategic objectives for the year ended 25 January 2020 account for 20% of the bonus and targets were set around the
Company’s key areas of strategic focus, including delivery of the operational and financial plan, supporting value growth and margin
improvement, consolidating the Company’s improved customer service and driving overhead reduction plans. Whilst the Remuneration
Committee was satisfied that strong progress had been achieved by each of the executive directors towards their strategic objectives,
the Remuneration Committee concluded that it should use its discretion over any bonus payable, and agreed that no bonus would be paid.

Annual bonus for 2020/21
For the 2020/21 financial year, an element of the annual bonus (20% of basic salary) will continue to be assessed against strategic objectives
to align the reward structure with key strategic priorities and to encourage behaviours which facilitate profitable growth and the future
development of the business. The remainder of the annual bonus will continue to be assessed against growth in Group profit before tax
excluding exceptional items which is an important indicator of the success of the Company’s strategy. Performance targets will be set at
challenging levels, with 50% of this element of the annual bonus being earned for on-target performance. The actual performance targets are
not disclosed as they are considered to be commercially sensitive at this time and should therefore remain confidential to the Company. The
Remuneration Committee will continue to disclose how the bonus earned relates to performance against the targets on a retrospective basis.

Long term incentives – audited information
Awards vesting in respect of the financial period
LTIP awards granted in April 2017 were subject to the following EPS performance measure:

Cumulative EPS for the period including 2017/18, 2018/19 and 2019/20

100%

90.0p

102.0p

There is straight-line vesting between the points and no reward below threshold performance. These LTIP awards will lapse with no vesting
to the executive directors.

The salary used in the calculation of the award is the individual director’s salary at 1 April 2017.

% linked to award

Threshold vesting
at 20% of the
maximum award

Maximum vesting
at 100% of the
maximum award

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Details of LTIP awards vesting in respect of the financial period are set out below:

Year ended 25 January 2020

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Total

Based on cumulative EPS of 89.12p for the three years ended 25 January 2020.

*
** No share price has been provided as there is no award of shares.

Year ended 26 January 2019

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Total

Total shares
Number

Award rate*
%

Shares awarded
Number

Share price**
£

LTIP value
£000

91,086

53,818

47,763

42,542

235,209

Total shares
Number

105,636

62,416

55,394

49,339

272,785

–

Award rate
%

Shares awarded
Number

Share price
at vesting*
£

LTIP value
£000

39.87%

44,387

26,226

23,275

20,731

114,619

8.13

361

213

189

169

932

The long term incentives figure for the year ended 26 January 2019 has been restated to reflect the market value of the shares that vested on 8 April 2019 as at that date. The long term incentive
figures for the year ended 26 January 2019 set out in the Annual Report 2018/19 used the average closing share price for the three months ended 26 January 2019 as an estimate of the market value
of those shares.

Awards granted during the financial period
During the year ended 25 January 2020 the following LTIP awards were granted equating to 125% of salary:

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Type of
award

Number of
shares

Market value at
grant
£000

% of award vesting
at threshold
%

Performance
period
Years

LTIP award

ESOS award*

LTIP award

72,686

42,946

2,222

38,114

33,947

590

349

309

276

20.0

ESOS awards were granted in the form of market value options under the HMRC tax-efficient section of the ESOS and are subject to the same performance measures as apply to the LTIP awards.
If the ESOS awards are exercised at a gain then the LTIP awards will be scaled back to the same value to ensure that the total pre-tax value delivered to the executive directors remains unchanged.

The LTIP awards granted in the year ended 25 January 2020 are subject to the following EPS performance measure:

Cumulative EPS for the period including 2019/20, 2020/21 and 2021/22

100%

95.0p

110.0p

% linked to award

Threshold vesting
at 20% of the
maximum award

Maximum vesting
at 100% of the
maximum award

There is straight-line vesting between the points and no reward below threshold performance.

The salary used in the calculation of the award is the individual director’s salary at 1 April 2019.

A.G. BARR p.l.c. Annual Report and Accounts 2020Long term incentives for 2020/21
LTIP awards granted in 2020 will be subject to performance measures linked to cumulative EPS and relative TSR performance for 2020/21,
2021/22 and 2022/23. EPS is a key performance indicator for the Company and shareholders, and remains a highly credible measure of long
term performance. The introduction of a second performance measure, relative TSR, will further align the interests of executive directors
with those of shareholders. 20% of the maximum award will vest for achieving threshold performance and 100% of the maximum award
will vest for achieving maximum performance. There will be straight-line vesting between the points and no vesting below threshold
performance.

The EPS targets are considered commercially sensitive at this time on the basis that they give competitors insight into the Company’s longer
term forecasts which the Board considers confidential. The EPS targets will be disclosed in next year’s Annual Report on Remuneration.

Total pension entitlements – audited information
Executive directors are all members of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the “Scheme”). The Scheme has
a defined benefit section and a defined contribution section. The defined benefit section was closed to new entrants from 14 August 2003
and to future accrual from 1 May 2016. R.A. White and A.L. Memmott are deferred members of the defined benefit section and ceased their
accrual on 5 April 2011 and 1 March 2008 respectively.

The movement in value of executive director pensions (which exclude any pension contributions made in respect of an individual under the
Company’s salary sacrifice arrangement) are detailed in the following table. This movement is made up of Company pension contributions,
changes in the value of defined benefit pension scheme accrual, investment returns on the URBS and pension cash equivalents:

Year ended 25 January 2020

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott*

Total

Year ended 26 January 2019

Executive director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

Total

Defined
benefit accrual
£000

URBS
contributions
£000

Investment
return on URBS
£000

Pension cash
equivalent **
£000

–

122

–

212

110

–

143

–

Defined
benefit accrual
£000

URBS
contributions
£000

Investment
return on URBS
£000

Pension cash
equivalent**
£000

–

121

–

223

–

Total
£000

232

417

Total
£000

165

341

A.L. Memmott stepped down from the Board on 24 September 2019. His employment with the Company will cease on 30 April 2020. The pensions above were paid in respect of his services
as an executive director.

** Amounts presented here were previously disclosed in benefits in the prior period but are now disclosed here for comparative purposes.

The URBS is the A.G. BARR p.l.c. Unfunded Retirement Benefit Scheme for executive directors. Please see below for further details.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Details of the entitlements accruing to the two directors who are deferred members of the defined benefit section are detailed in the table below:

R.A. White

A.L. Memmott

Accrued pension at
25 January 2020
£000

Normal
Retirement Age

63*

The normal retirement age specified in the Scheme rules for R.A. White and A.L. Memmott is age 63, however both are also entitled under the Scheme rules to retire at age 60 without an actuarial
reduction to their pension benefits and without any consent required.

Early retirement can be taken at age 55 subject to Trustee consent. The accrued pension would be reduced relative to age 60 to take
account of its early payment.

R.A. White ceased his accrual under the defined benefit plan on 5 April 2011. Under the terms of his service contract, R.A. White is entitled to
revaluation of his deferred benefits in line with RPI until his normal retirement date. The rules of the Scheme provide for revaluation increases
in deferment in line with CPI. R.A. White elected for Fixed Protection 2012 to protect his benefits accrued under the Scheme. To enable R.A.
White to continue to benefit from Fixed Protection 2012, his deferred benefits are revalued in line with CPI and, to the extent that RPI exceeds
CPI in any year, a corresponding additional contribution is made to his URBS. In the years ended 26 January 2019 and 25 January 2020 this
has resulted in additional accruals of £13,498 and £12,375 being included in R.A. White’s URBS. These accruals form part of the URBS figures
included in the pension tables above. In addition, R.A. White will continue to be entitled to receive life assurance benefits as if he were in
pensionable service under the Scheme until his normal retirement date notwithstanding the termination of his employment with the
Company, but only in circumstances where he is a “good leaver”. A.L. Memmott ceased his accrual under the defined benefit plan on
1 March 2008. His accrued benefits retain a link to his final pensionable salary.

Dependants of the executive directors are eligible for dependants’ pensions and the payment of a lump sum in the event of death in service.
Where the Scheme provides a pension on a defined benefit basis, final pensionable salary is used to determine the director’s pension
entitlement. Where benefits are provided on a defined contribution basis, the benefits depend on the director’s accumulated fund.
Lump sum life assurance cover is provided at five or eight times pensionable salary dependent upon the date of joining the Scheme.

No contributions were paid to the defined contribution section of the Scheme during the years ended 25 January 2020 and 26 January 2019.

During the year ended 25 January 2020, R.A. White, J.D. Kemp and A.L. Memmott participated in the A.G. BARR p.l.c. Unfunded Retirement
Benefit Scheme (“URBS”) with the agreement of the Company. The URBS was approved by the Remuneration Committee and is an
unfunded employer financed retirement benefits scheme. It was established to satisfy the Company’s contractual obligations to provide
retirement benefits for the benefit of the executive directors.

The maximum Company contribution under the URBS in respect of R.A. White is 26% of his salary, which reduced to 24% with effect from
26 January 2020. A.L. Memmott resigned from the Board on 24 September 2019; the maximum Company contribution under the URBS
in respect of A.L. Memmott was 26% of his salary.

The maximum combined Company contribution under the defined contribution section of the Scheme and the URBS in respect of the
remaining executive director is 19% of salary or 24% of salary following the executive’s 50th birthday.

S. Lorimer has elected to receive the Company pension contributions in the form of a cash allowance and no longer participates in the URBS
scheme. A cash allowance equals his contractual pension provision of 26% of salary, which reduced to 24% with effect from 26 January 2020.

The URBS figures shown in the total pension entitlements table above for the directors represent a Company contribution only.

Each year, per the rules of the URBS, the directors agree the measure to be used for the purposes of calculating the notional investment
return on the URBS accrual. The notional investment returns are shown in the total pension entitlements table above.

A.G. BARR p.l.c. Annual Report and Accounts 2020An accrued liability of £2,409,778 (2018/19: £1,970,714) is included in the closing balance sheet for the URBS. The liability has been accrued
in respect of the directors as follows:

Executive director

R.A. White

J.D. Kemp

A.L. Memmott*

Total URBS liability

Accrual at
25 January 2020
£

Accrual at
26 January 2019
£

1,799,244

1,524,885

295,163

297,729

217,474

228,385

2,392,136

1,970,714

A.L. Memmott stepped down from the Board on 24 September 2019. His employment with the Company will cease on 30 April 2020. The accrued liability above is in respect of his services
as an executive director.

Payments to past directors – audited information
There were no payments made to past directors during the year in respect of services provided to the Company as a director.

Payments for loss of office – audited information
No payments for loss of office were made during the year. A.L. Memmott resigned from the Board on 24 September 2019 and his
employment with the Company will terminate on 30 April 2020. Related arrangements in respect of payment for loss of office will be
disclosed in next year’s Annual Report on Remuneration.

Statement of directors’ shareholding and share interests – audited information
The Remuneration Committee updated its share ownership guidelines applicable from 2017/18 and the executive directors are required to
build a shareholding equal to 125% of gross basic salary. Until this guideline is met, executive directors are required to retain all vested shares
from the LTIP and half of any bonus pay-out after tax to purchase shares in the Company. The full policy is disclosed in the Remuneration
Policy approved by shareholders at the 2017 AGM. The new Remuneration Policy which will be subject to a binding vote at the 2020 AGM
includes an increase in the current share ownership guidelines from 125% to 200% for the CEO and from 125% to 150% for the other
executive directors.

At the year end, R.A. White, J.D. Kemp and A.L. Memmott met the 125% of gross basic salary requirement applicable for the year ended
25 January 2020. S. Lorimer was appointed to the Board on 5 January 2015 and is currently required to build up a shareholding equal to 125%
of his gross basic salary. In accordance with the Remuneration Policy, S. Lorimer retained all net shares (after tax) acquired from the exercise
of LTIP awards during the year ended 25 January 2020 and half of his net bonus pay-out (after tax) to purchase shares in the Company.

The interests of each executive director of the Company as at 25 January 2020 (including those held by their connected persons) were as
set out below. There were no changes to these interests between 25 January 2020 and 31 March 2020 with the exception of the following
changes: an increase in R.A. White’s holding of 79 shares, an increase in S. Lorimer’s holding of 80 shares and an increase in J.D. Kemp’s
holding of 79 shares.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Director

Executive

R.A. White

Type

LTIP shares

ESOS shares

SAYE options

AESOP free shares

AESOP matching shares

Owned
outright

374,674

–

S. Lorimer

49,021

LTIP shares

ESOS shares

SAYE options

AESOP free shares

AESOP matching shares

Shares – connected persons’ holding*

–

J.D. Kemp

133,711

LTIP shares

ESOS shares

SAYE options

AESOP free shares

AESOP matching shares

–

A.L. Memmott**

111,829

LTIP shares

ESOS shares

SAYE options

AESOP free shares

AESOP matching shares

Non-executive

W.R.G. Barr

Shares – connected persons’ holding***

M.A. Griffiths

J.R. Nicolson

P. Powell

D.J. Ritchie

S.V. Barratt

N.B.E. Wharton

–

6,033,876

–

5,400

11,500

5,000

1,000

–

1,597

Unvested

Exercised
during
the year

Vested but
unexercised
during
the year

Subject to
performance
conditions

Not
subject to
performance
conditions

Total as at
25 January
2020

–

42,117

–

132

–

24,855

–

132

–

22,085

–

132

–

19,671

–

255,077

4,788

–

150,710

2,222

–

133,754

4,788

–

119,132

4,788

–

3,682

–

569

–

4,232

–

484

–

3,894

–

569

–

3,682

–

515

374,674

255,077

4,788

3,682

–

569

49,021

150,710

2,222

4,232

–

484

734,651

133,711

133,754

4,788

3,894

–

569

111,829

119,132

4,788

3,682

–

515

– 6,033,876

– 10,968,757

–

5,400

11,500

5,000

1,000

–

1,597

S. Lorimer’s connected persons’ shareholding includes shares related to his position as director of Robert Barr Ltd, the trustee of various employee benefit trusts.

*
** A.L. Memmott stepped down from the Board on 24 September 2019. Total interest in shares is shown as at this date.
*** W.R.G. Barr’s connected persons’ shareholding includes shares related to his position as trustee of various family and charitable trusts.

A.G. BARR p.l.c. Annual Report and Accounts 2020The “Owned outright” shares set out in the table above are the shares owned outright by the directors. These include any AESOP free shares
awarded during the year and any shares retained during the year following the exercise of LTIP awards, ESOS awards and SAYE options.

The number of AESOP free shares awarded and share options exercised under the LTIP, ESOS and SAYE in the year are included in the
“Exercised during the year” column.

The following sections of the Remuneration Report are not subject to audit.

Performance graph and table
The graph below shows the Company’s Total Shareholder Return (“TSR”) performance against the FTSE 250 excluding investment trusts over
the past ten years. In the opinion of the Board, the FTSE 250 excluding investment trusts is the most appropriate index against which the TSR
of the Company should be measured because it represents a broad equity market index of which the Company is a constituent member.

Total shareholder return

250

200

150

100

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

A.G. BARR

FTSE 250 Ex.Investment Trusts

CEO remuneration for previous ten years
The table below shows details of the total remuneration, annual bonus and LTIP paid out for R.A. White over the last ten financial years:

Year ended 25 January 2020

Year ended 26 January 2019

Year ended 27 January 2018

Year ended 28 January 2017

Year ended 30 January 2016

Year ended 25 January 2015

Year ended 26 January 2014

Year ended 27 January 2013

Year ended 28 January 2012

Year ended 29 January 2011

Total
remuneration
£000

Annual bonus as a
% of maximum
opportunity

LTIP as a % of
maximum
opportunity

739

1,434

1,279

915

839

1,075

989

1,086

1,070

1,204

0.0%

91.0%

78.0%

23.0%

0.0%

75.5%

57.8%

50.0%

46.0%

75.0%

0.0%

39.9%

22.8%

40.0%

37.9%

31.9%

38.2%

68.5%

99.3%

92.9%

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Percentage change in CEO remuneration
The table below sets out, in relation to salary, taxable benefits (car allowance, fuel benefit) and annual bonus, the increase between the pay
for the year ended 26 January 2019 and the pay for the year ended 25 January 2020 for R.A. White compared to the wider workforce. For
these purposes, the wider workforce includes all Group employees who were continuously employed by the Group during the two years
ended 25 January 2020 but excludes executive and non-executive directors.

Percentage change

Salary

Benefits

Annual bonus*

CEO Wider workforce

1.8%

2.6%

* R.A. White earned an annual bonus of 0% of salary in respect of the year to 25 January 2020 compared to 91% of salary in respect of the year to 26 January 2019, based on the outcome of the

financial and non-financial performance measures.

CEO Pay Ratio
This reporting year new legislation has come into force which requires quoted companies with 250 or more employees to publish
information on the ratio of CEO pay to employee pay. In accordance with these requirements we have provided in the table below the ratio
of the A.G. Barr CEO single total figure of remuneration for 2019 (as detailed on page 83) as a ratio of the equivalent single figure for the
lower quartile, median and upper quartile UK employee (calculated on a full-time equivalent basis).

Total pay ratio

Year ended 25 January 2020

Method

25th Percentile Median Percentile

75th Percentile

27:1

22:1

16:1

As is permitted by the legislation, we have calculated the ratio using Option B whereby representative employees are identified using the
latest A.G. Barr gender pay gap statistics as this was the most pragmatic approach and believed to produce representative results. A number
of employees around the 25th, 50th and 75th percentile were identified and their total pay and benefits calculated to ensure that the most
representative employees were selected. Employee pay for the representative employees was calculated on the same basis as the CEO
and so includes items such as short-term and long-term incentive payments relating to the financial year ending 25 January 2020.

The regulations require the total pay and benefits and the salary component of total pay and benefits to be set out as follows:

CEO remuneration

25th percentile employee

Median percentile employee

75th percentile employee

Base salary

Total pay and
benefits

£471,000

£739,000

£18,134

£24,117

£41,000

£27,590

£33,561

£45,641

A.G. Barr’s principles for pay setting and progression in our wider workforce are the same as for our executives – total reward being
sufficiently competitive to attract and retain high calibre individuals without over-paying and providing the opportunity for individual
development and career progression. The pay ratios reflect how remuneration arrangements differ as accountability increases for more
senior roles within the organisation and in particular the ratios reflect the weighting towards long-term value creation and alignment with
shareholder interests for the CEO. We are satisfied that the median pay ratio voluntarily reported this year is consistent with our wider pay,
reward and progression policies for employees. The median reference employee has the opportunity for annual pay increases, annual
performance payments and career progression and development opportunities.

Relative importance of spend on pay
The following table sets out the percentage change in dividends and the overall expenditure on pay (as a whole across the organisation).

Percentage change

Dividends

Overall expenditure on pay

* Dividends payable in respect of the year ended 26 January 2019.
** Dividends payable in respect of the year ended 25 January 2020.

Year ended
26 January 2019
£000

Year ended
25 January 2020
£000

18,960*

48,600

19,571**

41,900

% change

3.2%

(10.4%)

A.G. BARR p.l.c. Annual Report and Accounts 2020
Consideration by the Directors of matters relating to Directors’ Remuneration
The following directors were members of the Remuneration Committee during the year: D.J. Ritchie (Chairman), W.R.G. Barr (resigned
16 January 2020), S.V. Barratt, M.A. Griffiths, J.R. Nicolson (resigned 8 March 2019) and P. Powell.

The Remuneration Committee meets at least twice a year and is responsible for determining, within agreed terms of reference, all aspects
of the remuneration of the executive directors, the Executive Committee and such other members of senior management as it is designated
to consider. The Remuneration Committee reviews the remuneration trends, pay levels and employment conditions across the Group.
The Remuneration Committee is also responsible for recommending the remuneration of the Chairman of the Company to the Board.

During the year, the Remuneration Committee received advice from R.A. White (CEO) in respect of the remuneration of the other executive
directors, who was not in attendance when his own remuneration was being discussed. The Remuneration Committee received assistance
from J.A. Barr (Company Secretary), who acts as secretary to the Remuneration Committee, and from other members of management,
who may attend meetings by invitation, except when matters relating to their own remuneration are being discussed.

External adviser
During the year, the Remuneration Committee was assisted in its work by the following external consultants:

Adviser

Details of appointment

Services provided by the Adviser

Fees paid by the Company for
advice to the Remuneration
Committee and basis of charge

Other services provided to the
Company in the year ended
25 January 2020

Willis Towers Watson

Appointed by the
Remuneration
Committee in
December 2018
following a competitive
tender process.

Assistance with the
preparation of the Directors’
Remuneration Report and
the Directors’ Remuneration
Policy.

£32,897

Charged on a time/cost
basis.

Attendance at Remuneration
Committee meetings.

Advice on market practice
developments in executive
pay.

Insurance broking and
advisory services.

Services related to the
annual employee
engagement survey.

Remuneration advice to
management.

The Remuneration Committee is satisfied that all advice received was objective and independent. Willis Towers Watson is a member of the
Remuneration Consultants Group and, as such, voluntarily operate under the Code of Conduct in relation to executive remuneration
consulting in the UK.

Statement of voting at last AGM
The following table sets out actual voting in respect of the resolutions to approve the 2018/19 Annual Report on Remuneration at the
Company’s AGM on 31 May 2019 and the Remuneration Policy at the Company’s AGM on 31 May 2017.

Resolution

Votes for

% of vote

Votes against

% of vote

Votes withheld

Approve Annual Report on Remuneration

Approve Remuneration Policy

70,227,728

73,959,554

93.88%

99.03%

4,575,333

722,177

6.12%

0.97%

24,979

1,172,166

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D

Additional information
Executive directors’ interests in the LTIP
The individual interests of the executive directors under the LTIP are as follows:

LTIP director

R.A. White

S. Lorimer

J.D. Kemp

Date of award

07 April 2016

25 April 2017

03 April 2018

04 April 2019

07 April 2016

25 April 2017

03 April 2018

04 April 2019

07 April 2016

25 April 2017

03 April 2018

04 April 2019

A.L. Memmott

07 April 2016

25 April 2017

03 April 2018

04 April 2019

At
26 January
2019
Number

105,636

91,086

91,305

Awarded
Number

–

72,686

62,416

53,818

53,946

–

42,946

55,394

47,763

47,877

–

38,114

49,339

42,542

42,643

–

33,947

Vested
Number

(42,117)

Lapsed
Number

(63,519)

–

At
25 January
2020
Number

Exercisable from

–

07 April 2019

91,086

25 April 2020

91,305

03 April 2021

72,686 04 April 2022

(24,885)

(37,531)

–

07 April 2019

–

53,818

25 April 2020

53,946

03 April 2021

42,946 04 April 2022

(22,085)

(33,309)

–

07 April 2019

–

47,763

25 April 2020

47,877

03 April 2021

38,114 04 April 2022

(19,671)

(29,668)

–

07 April 2019

–

42,542

25 April 2020

42,643

03 April 2021

33,947 04 April 2022

Executive directors’ interests in the ESOS
The individual interests of the executive directors under the ESOS are as follows:

ESOS director

R.A. White

S. Lorimer

J.D. Kemp

Date of award

25 April 2017

03 April 2018

07 April 2016

04 April 2019

25 April 2017

03 April 2018

A.L. Memmott

25 April 2017

03 April 2018

At
26 January
2019
Number

2,898

1,890

5,703

–

2,898

1,890

2,898

1,890

Awarded
Number

Vested
Number

Lapsed
Number

At
25 January
2020
Number

Exercisable from

–

2,222

–

2,898

25 April 2020

1,890

03 April 2021

(2,273)

(3,430)

–

07 April 2019

–

2,222 04 April 2022

2,898

25 April 2020

1,890

03 April 2021

2,898

25 April 2020

1,890

03 April 2021

A.G. BARR p.l.c. Annual Report and Accounts 2020Executive directors’ interests in the SAYE
The individual interests of the executive directors under the SAYE scheme are as follows:

SAYE director

R.A. White

S. Lorimer

J.D. Kemp

A.L. Memmott

At
26 January
2019
Number

3,682

4,232

3,894

3,682

Granted
Number

Exercised
Number

Lapsed
Number

–

At
25 January
2020
Number

3,682

4,232

3,894

3,682

Option price
Pence

567

Exercisable from

01 October 2020

Approval
This Report was approved by the Board and signed on its behalf by:

David J. Ritchie
Chairman of the Remuneration Committee
8 April 2020

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E P O R T

The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2019: 52 weeks) ended
25 January 2020.

Strategic Report
The Companies Act 2006 requires the directors to present a review of the business during the year to 25 January 2020 and of the position
of the Group at the end of the financial year, together with a description of the principal risks and uncertainties faced. The Strategic Report
can be found on pages 2 to 47 and is incorporated by reference into this Directors’ Report.

Corporate Governance Statement
The Disclosure and Transparency Rules require certain information to be included in a corporate governance statement in the Directors’
Report. Information that fulfils the requirements of the corporate governance statement can be found in the Corporate Governance Report
on pages 50 to 61 and is incorporated by reference into this Directors’ Report.

Results and dividends
The Group’s profit after tax for the financial year ended 25 January 2020 attributable to equity shareholders amounted to £29.8m (2019: £35.8m).

An interim dividend, for the six months ended 27 July 2019, of 4.00p (2019: 3.90p) per ordinary share was paid on 25 October 2019.
Our usual practice at this time of the year is to propose a final ordinary dividend to be paid in June, subject to approval by shareholders at
the Annual General Meeting held in May. However, given the unprecedented circumstances arising from COVID-19, we believe it is currently
important to conserve cash and maintain balance sheet flexibility. As such, the Board is not proposing a final dividend at this time, and will
review the dividend position when there is greater visibility of the impact of COVID-19.

The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented an income
statement for the Company. The Company’s profit for the year was £25.4m (2019: £116.9m).

Directors
The following were directors of the Company during the financial year ended 25 January 2020 and to the date of this report:
– J.R. Nicolson
– R.A. White
– S. Lorimer
– J.D. Kemp
– A.L. Memmott (resigned 24 September 2019)
– W.R.G. Barr
– S.V. Barratt
– M.A. Griffiths
– P. Powell
– D.J. Ritchie
– N.B.E. Wharton

Subject to the Company’s Articles of Association (the “Articles”) and any relevant legislation, the directors may exercise all of the powers of
the Company and may delegate their power and discretion to committees. The powers of the directors to issue or repurchase ordinary
shares are set by resolution at a general meeting of shareholders.

The Articles give the directors power to appoint and remove directors. Under the terms of reference of the Nomination Committee, any
appointment must be recommended by the Nomination Committee for approval by the Board. The Articles require directors to retire and
submit themselves for election at the first Annual General Meeting following appointment and to retire no later than the third Annual General
Meeting after the Annual General Meeting at which they were last elected or re-elected. However, in order to comply with the UK Corporate
Governance Code, all directors will submit themselves for re-election at the AGM. Biographical details of the Board are set out on pages 48
to 49 of this report.

Directors’ interests
Information regarding the directors’ interests in ordinary shares of the Company is provided in the Directors’ Remuneration Report on pages
89 to 91. No director has any other interest in any shares or loan stock of any Group company.

Other than service contracts, no director had a material interest in any contract to which any Group company was a party during the year.

There have been the following changes notified in the directors’ shareholdings between 25 January 2020 and 31 March 2020: an increase
in R.A. White’s holding of 79 shares, an increase in S. Lorimer’s holding of 80 shares and an increase in J.D. Kemp’s holding of 79 shares.

A.G. BARR p.l.c. Annual Report and Accounts 2020Directors’ indemnity provisions
As at the date of this report, indemnities are in force between the Company and each of its directors under which the Company has agreed to
indemnify each director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a director
of the Company. The directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim in relation to
the Company or brought by a regulator as they are incurred, provided that where the defence is unsuccessful the director must repay those
defence costs to the Company. The Company’s total liability under each indemnity is limited to £5.0m for each event giving rise to a claim
under that indemnity. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006. In addition,
the Company maintained a Directors’ and Officers’ liability insurance policy throughout the financial year and has renewed that policy.

As at the date of this report, indemnities are in force between the Company and each of the directors of the corporate trustee of the
A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme under which the Company has agreed to indemnify each director, to the extent
permitted by law, in respect of certain liabilities incurred in connection with the corporate trustee’s activities as a trustee of such scheme.

Research and development
The Group undertakes research and development activities in order to develop its range of new and existing products. Expenditure during
the year on research and development amounted to £1.1m (2019: £1.1m).

Political donations and political expenditure
No Group company made any political donations or incurred any political expenditure in the year (2019: £nil).

Post balance sheet events
Relevant post balance sheet events requiring disclosure are included in Note 33 to the accounts.

Employee engagement
Information on employee engagement is included in the Corporate Governance Report on page 55 and the Strategic Report on page 28.

All qualifying employees are entitled to join the Savings Related Share Option Scheme (“SAYE”) and the All-Employee Share Ownership Plan
(“AESOP”). Details of these share schemes are provided below.

AESOP
The AESOP is HMRC approved and the executive directors participate in both sections of the scheme, which is open to all qualifying employees.

The partnership share element provides that for every two shares a participant purchases in the Company, up to a current maximum
contribution of £150 per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the
name of the individual.

There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free
to the participant.

The free share element allows participants to receive shares to the value of a common percentage of their earnings, related to the
performance of the Group. The maximum value of any annual award is currently £3,600 and the shares awarded are held in trust for five
years. Under the terms of the AESOP rules, any award of free shares to employees is made by the Trustee of the AESOP subject to the
Company’s consent.

Under the terms of this scheme, unless they are a “good leaver” the matching shares will be forfeited if the participant leaves the employment
of the Company within three years of the award. All partnership, matching and free shares must be removed from the trust if employment
with the Company ceases.

SAYE
The SAYE is HMRC approved and is available to all qualifying employees, including executive directors. It is based on a three or five year
savings contract which provides the participant with an option to purchase shares after three or five years at a discounted price fixed at the
time the contract is taken out, or earlier as provided by the scheme rules. No performance conditions require to be met by any participant
in order to exercise their option under the SAYE.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E P O R T C O N T I N U E D

Employment of disabled persons
The Company strives to build an inclusive and diverse culture where all employees have the opportunity to succeed. Applications for
employment by disabled persons are always fully and fairly considered. In the event of employees becoming disabled every effort is made
to ensure that their employment will continue. The Company is committed to the fair treatment of people with disabilities regarding
recruitment, training, promotion and career development.

Stakeholder engagement – section 172(1) statement
A statement on how the Company has engaged with key stakeholders, including employees, and the impact of that engagement on the
Company’s strategy and the principal decisions taken during the year is set out in the Corporate Governance Report on page 52. This
statement also summarises 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 during the year. This statement is incorporated
by reference into this Directors’ Report.

Substantial shareholdings
As at 25 January 2020, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules
of the following interests in the Company’s ordinary share capital:

Lindsell Train Limited (discretionary clients)

Caledonia Investments plc

Troy Asset Management

Number of shares

% of voting rights

Type of holding

16,379,097

4,474,996

5,358,453

14.39

Direct and indirect

3.93

4.76

Direct

As at 8 April 2020, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules of
the following interest in the Company’s ordinary share capital:

Caledonia Investments plc

Number of shares

% of voting rights

Type of holding

4,357,945

3.89

Direct

Otherwise, the position remains the same as at 8 April 2020 as it did at 25 January 2020.

Share capital
As at 25 January 2020 the Company’s issued share capital comprised a single class of ordinary shares of 4 1/6 pence each. All of the
Company’s issued ordinary shares are fully paid up and rank equally in all respects. The rights attaching to the shares are set out in the
Articles. Note 28 to the financial statements contains details of the ordinary share capital.

On a show of hands at a general meeting of the Company every holder of ordinary shares present in person or by proxy and entitled to vote
shall have one vote and, on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary
share held. The Notice of AGM will give full details of deadlines for exercising voting rights in relation to resolutions to be passed at the AGM.
All proxy votes are counted and the numbers for, against or withheld in relation to each resolution are announced at the AGM and published
on the Company’s website after the meeting. Subject to the relevant statutory provisions and the Articles, shareholders are entitled to
a dividend where declared and paid out of profits available for such purposes.

There are no restrictions on the transfer of ordinary shares in the Company other than:
– those which may from time to time be applicable under existing laws and regulations (for example, insider trading laws); and
– pursuant to the Company’s Share Dealing Codes and applicable regulations, whereby directors and certain employees of the Company

require approval to deal in the Company’s ordinary shares and are prohibited from dealing during closed periods.

A.G. BARR p.l.c. Annual Report and Accounts 2020The Company’s share repurchase programme completed during the year. By resolution passed at the 2019 AGM the Company was
authorised to make market purchases of up to 11,380,464 of its ordinary shares, subject to minimum and maximum price restrictions.
This authority will expire at the conclusion of the 2020 AGM. A total of 1,915,772 ordinary shares of 4 1/6 pence each were purchased in
the year to 25 January 2020 for a total consideration of £11.5m. Since the commencement of the Company’s share repurchase programme
in spring 2017, the Company has purchased a total of 4,739,907 ordinary shares of 4 1/6 pence each for a total consideration of £30.0m.
All shares purchased under the share repurchase programme have been cancelled.

The directors will seek authority from shareholders at the forthcoming AGM for the Company to purchase up to a maximum of 10% of
its issued ordinary share capital, which will be detailed in the Notice of AGM.

At 25 January 2020 Robert Barr Limited, as trustee of the General Employee Benefit Trust, the Savings Related Benefit Trust and the
All-Employee Share Ownership Plan Trust (the “RBL Trustee”), held 0.66% of the issued share capital of the Company in trust for the benefit
of the executive directors and employees of the Group. As at 25 January 2020, Equiniti Share Plan Trustees Limited (the “AESOP Trustee”)
held 0.89% of the issued share capital of the Company in trust for participants in the AESOP.

A dividend waiver is in place in respect of the RBL Trustee’s holdings under the Savings Related Benefit Trust. A dividend waiver is in place
in respect of shares held by the AESOP Trustee and the RBL Trustee under the AESOP which have not been appropriated to participants.

The voting rights in relation to the RBL Trustee’s shareholdings are exercised by the RBL Trustee, who may vote or abstain from voting the
shares as it sees fit in respect of shares which are unvested or have not been appropriated to employees.

Under the rules of the AESOP, eligible employees are entitled to acquire shares in the Company. Details of the AESOP are set out above.
AESOP shares which have been appropriated to participants are held in trust for those participants by the AESOP Trustee. Voting rights in
respect of shares which have been appropriated to participants are exercised by the AESOP Trustee on receipt of participants’ instructions.
If a participant does not submit an instruction to the AESOP Trustee, no vote is registered in respect of those shares. In addition, the AESOP
Trustee does not vote any unappropriated shares held under the AESOP as surplus assets.

The Executive Share Option Scheme (“ESOS”) was approved by shareholders at the 2010 AGM. Approved Long Term Incentive Plan (“ALTIP”)
awards comprising both a tax-approved option granted under the ESOS and a Long Term Incentive Plan award have been granted to
executive directors. ALTIP awards enable the participant and the Company to benefit from HMRC tax-approved option tax treatment in
respect of part of the award, without increasing the pre-tax value delivered to participants. Other than to enable the grant of ALTIP awards,
the Company has not granted awards to executive directors under the ESOS. Details of the ALTIP awards granted to executive directors are
set out on page 94.

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.

Change of control
As disclosed in the Directors’ Remuneration Report, under certain conditions the notice period for R.A. White and J.D. Kemp may increase
from one year to two years in the event of a takeover of or by the Company or a Company reconstruction.

All of the Company’s share incentive plans contain provisions relating to a change of control of the Company. The Company’s banking
facilities may, at the discretion of the lender, be repayable upon a change of control.

Articles of association
The Company’s Articles may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed
to be made to the existing Articles at the 2020 AGM.

AccountsStrategic ReportCorporate GovernanceD I R E C T O R S ’ R E P O R T C O N T I N U E D

Greenhouse gas emissions
Disclosures regarding greenhouse gas emissions required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations
2013 are included in the Strategic Report on page 32. This information is incorporated by reference into this Directors’ Report.

Financial risk management
Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the
Group’s main financial risk areas is detailed in the financial risk management disclosure in Note 23.

Contracts of significance
There were no contracts of significance as defined by Listing Rule 9.8 in existence during the financial year.

Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the
Strategic Report on pages 2 to 47. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described
in the financial review on pages 36 to 41.

After making the appropriate enquiries, the directors have concluded that the Group will be able to meet its financial obligations for the
foreseeable future and therefore have a reasonable expectation that the Company and the Group overall have adequate resources to
continue in operational existence for the foreseeable future (being at least one year following the date of approval of this annual report) and,
accordingly, consider it appropriate to adopt the going concern basis in preparing the financial statements.

The Company’s viability statement is set out on page 47 of the Strategic Report.

Directors’ statement as to disclosure of information to auditor
So far as each director is aware, there is no relevant audit information (as defined by the Companies Act 2006) of which the Company’s
auditor is unaware. Each director has taken all steps that ought to be taken by a director to make themselves aware of and to establish that
the auditor is aware of any relevant audit information.

Auditor
The Audit and Risk Committee has responsibility delegated from the Board for making recommendations on the appointment,
reappointment, removal and remuneration of the external auditor.

The auditor, Deloitte LLP, has indicated its willingness to continue in office and a resolution to appoint Deloitte LLP as auditor of the
Company and its subsidiaries, and to authorise the Audit and Risk Committee to fix their remuneration, will be proposed at the 2020 AGM.

Annual General Meeting
As a result of the requirements of the UK and Scottish Governments with regard to social distancing, and in order to protect the health
and safety of our shareholders and employees, the Board has decided to postpone the 2020 AGM. The Board is hopeful that circumstances
will improve and that shareholders will be able to attend the meeting at a later date if restrictions on public gathering and social distancing
requirements are reduced. Details of the date and arrangements for the AGM will be provided as soon as possible.

By order of the Board

J.A. Barr
Company Secretary
8 April 2020

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A.G. BARR p.l.c. Annual Report and Accounts 2020S T A T E M E N T O F D I R E C T O R S ’ R E S P O N S I B I L I T I E S
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 IFRSs as adopted by the EU and applicable law and have elected
to prepare the parent Company financial statements on the same basis.

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 the consolidated profit or loss for that period. In preparing each of the Group
and parent Company financial statements, the directors are required to:
– properly select and apply accounting policies;
– present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable

information;

– provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the Group and parent Company’s financial position and financial
performance; and

– make an assessment of the Company’s ability to continue as a going concern.

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 parent Company and the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Directors’ Report, Directors’ Remuneration Report
and Corporate Governance Statement that complies with that law and those regulations.

A copy of the Group and parent Company financial statements has been placed on the Company’s website, www.agbarr.co.uk. 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.

Directors’ statement pursuant to the disclosure and transparency rules
Each of the directors, whose names and functions are set out on pages 48 to 49 of this report, confirm that, to the best of their knowledge:
– the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities and

financial position of the Group and parent Company and of the consolidated profit;

– the Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the
Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties faced by the Group; and

– they consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information

necessary for shareholders to assess the Company’s performance, business model and strategy.

By order of the Board

R.A. White
Chief Executive
8 April 2020

S. Lorimer
Finance Director

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I N D E P E N D E N T A U D I T O R ’ S R E P O R T T O T H E M E M B E R S O F A . G . B A R R P L C

Report on the audit of the financial statements
Opinion
In our opinion:
– the financial statements of A.G. Barr p.l.c. (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair view of the
state of the group’s and of the parent company’s affairs as at 25 January 2020 and of the group’s profit for the year then ended;
– the group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs)

as adopted by the European Union;

– the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union

and as applied in accordance with the provisions of the Companies Act 2006; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the

group financial statements, Article 4 of the IAS Regulation.

We have audited the financial statements which comprise:
– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated and parent company balance sheets;
– the consolidated and parent company statements of changes in equity;
– the consolidated and parent cash flow statements; and
– the related notes 1 to 32.

The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union
and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

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 are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (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. We confirm that the non-audit
services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:
– Completeness and valuation of brand support discounts and cost accruals.
– The impact of the Covid-19 pandemic on going concern.

Materiality

Scoping

The materiality that we used for the group financial statements was £1,800,000 which was determined
on the basis of 4.8% of profit before tax and exceptional items.

Our audit covered 99% of the Group’s revenue, 96% of the Group’s net assets, and 99% of the Group’s
profit before tax.

Significant changes in
our approach

Given the unprecedented level of uncertainty in the global economy arising from the Covid-19 pandemic,
we have included the impact on going concern as a key audit matter.

This represents the only significant change in our approach in the current year.

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A.G. BARR p.l.c. Annual Report and Accounts 2020Conclusions relating to going concern, principal risks and viability statement

Going concern
We have reviewed the directors’ statement in note 30 to the financial statements about whether
they considered it appropriate to adopt the going concern basis of accounting in preparing
them and their identification of any material uncertainties to the group’s and company’s ability
to continue to do so over a period of at least twelve months from the date of approval of the
financial statements.

Going concern is the basis of
preparation of the financial
statements that assumes an entity
will remain in operation for a period
of at least 12 months from the date of
approval of the financial statements.

We confirm that we have nothing
material to report, add or draw
attention to in respect of these matters.

Viability means the ability of the
Group to continue over the time
horizon considered appropriate
by the Directors.

We confirm that we have nothing
material to report, add or draw
attention to in respect of these matters.

We considered as part of our risk assessment the nature of the Group, its business model and
related risks including, where relevant, the impact of the Covid-19 pandemic and Brexit, the
requirements of the applicable financial reporting framework and the system of internal control.
We evaluated the directors’ assessment of the group’s ability to continue as a going concern,
including challenging the underlying data and key assumptions used to make the assessment,
and evaluated the directors’ plans for future actions in relation to their going concern assessment.

We are required to state whether we have anything material to add or draw attention to in relation
to that statement required by Listing Rule 9.8.6R(3) and report if the statement is materially
inconsistent with our knowledge obtained in the audit.

Principal risks and viability statement
Based solely on reading the Directors’ statements and considering whether they were consistent
with the knowledge we obtained in the course of the audit, including the knowledge obtained
in the evaluation of the directors’ assessment of the Group’s and the parent company’s ability to
continue as a going concern, we are required to state whether we have anything material to add
or draw attention to in relation to:
– the disclosures on pages 42 to 47 that describe the principal risks, procedures to identify

emerging risks, and an explanation of how these are being managed or mitigated;

– the Directors’ confirmation on page 47 that they have carried out a robust assessment of the

principal and emerging risks facing the group, including those that would threaten its business
model, future performance, solvency or liquidity; or

– the Directors’ explanation on page 47 as to how they have assessed the prospects of

the Group, over what period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they fall due over the
period of their assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.

We are also required to report whether the Directors’ statement relating to the prospects of the
group required by Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained
in the audit.

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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 forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Completeness and valuation of brand support discounts and cost accruals

Key audit matter description Brand support discounts and cost accruals within trade and other payables of £10.5m (2019: £11.5m)

and total customer investment spend (discounts and costs) of £47.2m (2019: £54.1m)

How the scope of our
audit responded to the key
audit matter

The Group incurs significant costs in agreeing sales discounts to support and develop its brands. Judgement
is required in determining the level of closing accrual for such sales discounts and costs where promotions
and brand support campaigns span the year-end and where settlement has not been fully agreed at
year-end, or where prior year claims arise, as the year-end accrual can depend on information not yet
made available by the customer.

Due to the high level of judgements involved, we have determined there is a potential for fraud through
possible manipulation of this balance.

Brand support discounts and cost accruals are included within note 22 to the financial statements.

The Audit and Risk Committee’s consideration in respect of the risk is included on page 64.

The audit procedures we performed in respect of this matter included:
– Obtaining an understanding of and testing the relevant controls over the brand support accruals process;
– Meeting with the commercial teams to understand and challenge the brand support discounts in place;
– Testing a sample of customers with characteristics of audit interest (customers receiving material brand
support investment, customers with material open promotions at year end, and flagship UK customers),
assessing and challenging the accuracy of current year accruals, and performing a lookback on
judgements made in the previous year;

– Reviewing a sample of key commercial contracts and joint business plans to assess whether the

composition of the accrual is in line with the underlying commercial agreement;

– Requesting confirmations directly from customers for a sample of open accruals. In cases where no

confirmation reply is received, we performed alternative procedures involving understanding the basis
for the accrual and recalculating the expected accrual based on related sales information;

– Selecting a sample of settlements made after the year-end to determine the accuracy of the accrual; and,
– Assessing the adequacy of the disclosures made in the financial statements.

Key observations

We concluded that the assumptions made by management in determining the valuation and completeness
of brand support accruals were reasonable.

The impact of the Covid-19 pandemic on going concern

Key audit matter description There is an unprecedented level of economic uncertainty arising from the Covid-19 pandemic.

Assessing the impact of this on going concern resulted in considerable focus and time being spent
by both management and the audit team.

There is a challenge in modelling for the impact of the Covid-19 pandemic given the rapidly changing
situation in the UK and the wide-reaching changes in government policy. Management spent time modelling
different scenarios which may occur as a result of the Covid-19 pandemic. These scenarios included several
out turns with volumes dropping significantly (in the range of 30-40%) and the impact lasting for the majority
of 2020. Whilst no material uncertainty was identified, we revised our audit plan to take into account these
additional considerations when assessing the going concern conclusion.

Under the various different scenarios presented by management, the Directors have concluded that the
going concern assumption remains.

The Directors’ consideration in respect of the risk is included on page 43.

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A.G. BARR p.l.c. Annual Report and Accounts 2020How the scope of our
audit responded to the key
audit matter

The audit procedures we performed in respect of this matter included:
– Reassessing our risk assessment on going concern for the impact of the Covid-19 pandemic;
– Obtaining an understanding of the processes and controls involved in management’s going concern

assessment in light of the Covid-19 pandemic;

– Testing the integrity of management’s going concern model;
– Challenging the reasonableness of the scenarios identified by management, reverse stress testing
performed, and key assumptions used by management in determining the impact of the Covid-19
pandemic on going concern;

– Assessing management’s ability to execute mitigating actions, as required, in light of the

Covid-19 pandemic;

– Recalculating management’s forecast covenant compliance calculations throughout the going

concern period; and

– Assessing the adequacy of disclosures related to the impact of the Covid-19 pandemic on going

concern made in the financial statements.

We concluded that the scenarios identified by management, reverse stress testing performed and
key assumptions made in assessing the impact of the Covid-19 pandemic were reasonable and that
the conclusions on going concern are appropriate.

Key observations

Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality

£1.80m (2019: £2.25m)

Group financial statements

Parent company financial statements

£1.62m (2019: £2.025m)

Basis for determining
materiality

4.8% (2019: 5.0%) of profit before tax and
exceptional items.

Parent company materiality equates to 0.7% (2019: 1%) of
revenue, capped at 90% (2019: 90%) of Group materiality.

Rationale for the
benchmark applied

We have used profit before tax and exceptional items
as the benchmark for our determination of materiality
as we consider this to be a critical performance
measure for the Group on the basis that it is a key
metric to analysts and investors and has equal
prominence in the Annual Report. The exceptional
items in the year comprised a £1.8m credit for amounts
received for the removal of the wind turbine at the
Cumbernauld site, offset by a £1.8m charge relating
to simplification and standardization of operations
including related redundancy costs. Each of these
items were determined to be non-routine items
which do not occur on an annual basis.

We have used revenue as the benchmark for our
determination of materiality as we consider this to be
the key driver of the business. As statutory materiality
would be higher than component materiality, we have
capped materiality to be 90% of group materiality
being £1.62m. 90% is deemed to be appropriate based
on the company only contribution to the Group.

PBT and exceptional
items £37.0m

£0.75m

PBT before exceptional items

Group materiality

Group materiality
£1.80m

Component
materiality range
£1.60m to £0.63m

Audit Committee
reporting threshold
£0.09m

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Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole. Group performance materiality was set at 70% of group
materiality for the 2020 audit (2019: 70%). In determining performance materiality, we considered the following factors:
– Our risk assessment, including our assessment of the group’s overall control environment and that we consider it appropriate to rely

on controls over a number of business processes.

– Our past assessment of the audit, which has indicated a low number of corrected and uncorrected misstatements identified in prior periods.

Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £90,000 (2019:
£112,500), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the
Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit
Identification and scoping of components
There were no significant changes in our approach in the current year. Our Group audit was scoped by obtaining an understanding of the
Group and its environment through discussions with finance, IT, commercial and supply teams and performing walkthroughs of processes
across these areas, including Group wide controls, and assessing the risks of material misstatement at a Group level.

The significant component to the Group is A.G. Barr plc, which is also the entity in which the trading transactions relating to the brand
owned by Rubicon Drinks Limited are recorded.

This component was subject to a full scope audit performed by the Group audit team. Our audit work on this component was executed at
a level of materiality applicable to the entity, which was lower than Group materiality at £1.60m.

This provided audit coverage of over 99% (2019: 99%) of the Group’s revenue, 96% (2019: 95%) of the Group’s net assets and 99% (2019: 99%)
of the Group’s profit before tax.

The other components to the Group are as follows:

Funkin Limited
Funkin USA Limited
A.G. BARR General Partners Limited
A.G. BARR Capital Partners Limited

Funkin Limited was subject to specified audit procedures based on the materiality of individual balances. The remaining non-significant
components were subject to analytical reviews. Our audit work on these components was executed at levels of materiality applicable to
each individual entity, which were lower than Group materiality at £0.630m (2019 £0.788m).

At the group level, we also tested the consolidation process.

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A.G. BARR p.l.c. Annual Report and Accounts 2020Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual report,
other than the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.

In this context, matters that we are specifically required to report to you as uncorrected material misstatements of the other information
include where we conclude that:
– Fair, balanced and understandable – the statement given by the directors that they consider the annual report and financial statements
taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the group’s
position and performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or

– Audit committee reporting – the section describing the work of the Audit and Risk committee does not appropriately address matters

communicated by us to the Audit and Risk committee; or

– Directors’ statement of compliance with the UK Corporate Governance Code – the parts of the directors’ statement required under the
Listing Rules relating to the company’s compliance with the UK Corporate Governance Code containing provisions specified for review
by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK
Corporate Governance Code.

We have nothing to report in respect of these matters.

Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and 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’s and the 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.

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.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws
and regulations are set out below.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.

107

AccountsStrategic ReportCorporate GovernanceI N D E P E N D E N T A U D I T O R ’ S R E P O R T T O T H E M E M B E R S O F A . G . B A R R P L C C O N T I N U E D

Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and
perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis
for our opinion.

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration

policies, key drivers for directors’ remuneration, bonus levels and performance targets;

– results of our enquiries of management, internal audit and the Audit and Risk Committee about their own identification and assessment

of the risks of irregularities;

– any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:

– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

– the matters discussed among the audit engagement team and involving relevant internal specialists, including valuations, pensions,

and IT specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified
the potential for fraud in relation to brand support discounts and cost accruals given the judgement involved in determining the level of
closing accrual. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of
management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those
laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the Companies Act 2006, Listing Rules, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the group’s
operating licence, regulatory solvency requirements and environmental regulations.

Audit response to risks identified
As a result of performing the above, we identified completeness and accuracy of brand support discounts and cost accruals as a key audit
matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes
the specific procedures we performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant

laws and regulations described as having a direct effect on the financial statements;

– enquiring of management, the Audit and Risk committee and in-house legal counsel concerning actual and potential litigation and

claims;

– performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement

due to fraud;

– reading minutes of meetings of those charged with governance, reviewing internal audit reports; and,
– in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating
the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal
specialist and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

108

A.G. BARR p.l.c. Annual Report and Accounts 2020Report on other legal and regulatory requirements
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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the
audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– 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 are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been
made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Other matters
Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed on 31 May 2017 to audit the financial statements
for the year ending 27 January 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 3 years, covering the years ending 27 January 2018 to 25 January 2020.

Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with
ISAs (UK).

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.

David Sweeney, CA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
8 April 2020

109

AccountsStrategic ReportCorporate GovernanceBefore
exceptional
items
£m

255.7
(149.6)

2020

Exceptional
items*
£m

–
(1.1)

Before
exceptional
items
£m

279.0
(156.5)

Total
£m

255.7
(150.7)

106.1

(1.1)

105.0

122.5

–
(68.0)

38.1

(0.6)
(0.1)

37.4

(7.6)

29.8

1.8
(0.7)

–

–
–

–

1.8
(68.7)

38.1

(0.6)
(0.1)

37.4

–
(76.7)

45.8

(0.6)
–

45.2

(7.6)

(8.8)

2019

Exceptional
items*
£m

–
–

–

–
(0.7)

(0.7)

–
–

(0.7)

0.1

Total
£m

279.0
(156.5)

122.5

–
(77.4)

45.1

(0.6)
–

44.5

(8.7)

29.8

36.4

(0.6)

35.8

26.50
26.49
26.50

31.51
31.47
32.03

C O N S O L I D A T E D I N C O M E S T A T E M E N T
F O R T H E Y E A R E N D E D 2 5 J A N U A R Y 2 0 2 0

Revenue
Cost of sales

Gross profit

Other income
Operating expenses

Operating profit

Finance costs
Share of after tax results of associates

Profit before tax

Tax on profit

Profit attributable to equity holders

Earnings per share (p)

Basic earnings per share
Diluted earnings per share
Basic earnings per share before exceptional items

An explanation of exceptional items is provided in Note 7.

Note

2
7

5, 7
6, 7

10
10
10

110

A.G. BARR p.l.c. Annual Report and Accounts 2020S T A T E M E N T S O F F I N A N C I A L P O S I T I O N
A S A T 2 5 J A N U A R Y 2 0 2 0

Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investment in subsidiary undertakings
Investment in associates
Retirement benefit surplus

Current assets
Inventories
Trade and other receivables
Cash and cash equivalents

Total assets

Current liabilities
Trade and other payables
Derivative financial instruments
Lease liabilities
Provisions
Current tax liabilities

Non-current liabilities
Deferred tax liabilities
Lease liabilities
Retirement benefit obligations

Capital and reserves attributable to equity holders
Share capital
Share premium account
Share options reserve
Other reserves
Retained earnings

Total equity and liabilities

Note

12
13
14
16
17
26

19
20
18

22
15
21, 14
23

24
21, 14
26

27
27
27
27
27

Group

2020
£m

101.8
101.2
7.6
–
0.9
–

211.5

18.3
57.2
10.9

86.4

297.9

52.4
0.1
3.2
1.2
3.0

59.9

14.5
4.7
10.5

29.7

4.7
0.9
1.4
–
201.3

208.3

297.9

2019
£m

103.1
95.3
–
–
–
–

198.4

20.4
57.7
21.8

99.9

Company

2020
£m

15.2
81.5
26.6
84.1
0.9
7.0

2019
£m

16.4
95.2
–
84.1
–
4.5

215.3

200.2

16.3
54.0
7.2

77.5

19.4
57.4
17.0

93.8

298.3

292.8

294.0

56.9
0.4
–
0.4
4.0

61.7

13.3
–
13.5

26.8

4.7
0.9
2.4
(0.2)
202.0

209.8

298.3

54.3
0.1
4.3
1.2
1.6

61.5

5.9
22.2
–

28.1

4.7
0.9
1.4
–
196.2

203.2

292.8

55.9
0.4
1.3
0.4
2.5

60.5

4.8
18.4
–

23.2

4.7
0.9
2.4
(0.2)
202.5

210.3

294.0

The Company reported a profit for the financial year ended 25 January 2020 of £24.2m (year ended 26 January 2019: £116.9m).

Company Number: SC005653
The financial statements on pages 110 to 160 were approved by the Board of directors and authorised for issue
on 8 April 2020 and were signed on its behalf by:

Roger White
Chief Executive

Stuart Lorimer
Finance Director

111

AccountsStrategic ReportCorporate GovernanceS T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
F O R T H E Y E A R E N D E D 2 5 J A N U A R Y 2 0 2 0

Profit for the year

Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements on defined benefit pension plans
Deferred tax movements on items above
Current tax movements on items above

Items that will be or have been reclassified to profit or loss
Cash flow hedges:
Losses arising during the period
Less: reclassification adjustments for gains included in profit

or loss

Deferred tax movements on items above

Other comprehensive income for the year, net of tax

Note

26
24
9

Group

Company

2020
£m

29.8

1.2
(0.2)
–

0.3

–
(0.1)

1.2

2019
£m

35.8

0.6
(0.1)
(0.1)

(0.4)

0.3
–

0.3

2020
£m

24.2

1.2
(0.2)
–

0.3

–
(0.1)

1.2

2019
£m

116.9

0.6
(0.1)
(0.1)

(0.4)

0.3
–

0.3

Total comprehensive income attributable to equity holders

of the parent

31.0

36.1

25.4

117.2

112

A.G. BARR p.l.c. Annual Report and Accounts 2020S T A T E M E N T O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 2 5 J A N U A R Y 2 0 2 0

Group

At 26 January 2019
Impact of IFRS 16*

At 26 January 2019

Profit for the year
Other comprehensive income

Total comprehensive income for the year

Company shares purchased for use by employee

benefit trusts

Proceeds on disposal of shares by employee benefit trusts
Recognition of share-based payment costs
Transfer of reserve on share award
Deferred tax on items taken direct to reserves
Repurchase and cancellation of shares
Dividends paid

At 25 January 2020

At 27 January 2018

Profit for the year
Other comprehensive income

Total comprehensive income for the year

Company shares purchased for use by employee

benefit trusts

At 26 January 2019

Refer to Note 1.

Note

24
27
11

Share
capital
£m

4.7
–

4.7

Share
premium
account
£m

0.9
–

0.9

–
–

–

–
–
–
–
–
–
–

–
–

–

–
–
–
–
–
–
–

4.7

0.9

Share
options
reserve
£m

2.4
–

2.4

–
–

–

–
–
(0.2)
(0.6)
(0.2)
–
–

1.4

Other
reserves
£m

(0.2)
–

(0.2)

–
0.2

0.2

–
–
–
–
–
–
–

–

Retained
earnings
£m

202.0
(0.3)

Total as
restated
£m

209.8
(0.3)

201.7

209.5

29.8
1.0

30.8

(1.4)
0.1
–
0.6
–
(11.5)
(19.0)

29.8
1.2

31.0

(1.4)
0.1
(0.2)
–
(0.2)
(11.5)
(19.0)

201.3

208.3

4.8

0.9

1.6

(0.2)

194.0

201.1

–
–

–

–
–
–
–
–
(0.1)
–

4.7

–
–

–

–
–
–
–
–
–
–

0.9

–
–

–

–
–
1.1
(0.4)
0.1
–
–

2.4

–
(0.1)

(0.1)

–
–
–
–
–
0.1
–

35.8
0.4

36.2

(0.5)
0.1
–
0.4
–
(10.3)
(17.9)

35.8
0.3

36.1

(0.5)
0.1
1.1
–
0.1
(10.3)
(17.9)

(0.2)

202.0

209.8

113

AccountsStrategic ReportCorporate GovernanceS T A T E M E N T O F C H A N G E S I N E Q U I T Y C O N T I N U E D
F O R T H E Y E A R E N D E D 2 5 J A N U A R Y 2 0 2 0

Company

At 26 January 2019
Impact of IFRS 16*

At 26 January 2019

Profit for the year
Other comprehensive income

Total comprehensive income for the year

Company shares purchased for use by employee

benefit trusts

At 25 January 2020

At 27 January 2018

Profit for the year
Other comprehensive income

Total comprehensive income for the year

Company shares purchased for use by employee

benefit trusts

At 26 January 2019

Refer to Note 1.

Note

24
27
11

Share
capital
£m

4.7
–

4.7

Share
premium
account
£m

0.9
–

0.9

–
–

–

–
–
–
–
–
–
–

–
–

–

–
–
–
–
–
–
–

4.7

0.9

Share
options
reserve
£m

2.4
–

2.4

–
–

–

–
–
(0.2)
(0.6)
(0.2)
–
–

1.4

Other
reserves
£m

(0.2)
–

(0.2)

–
0.2

0.2

–
–
–
–
–
–
–

–

Retained
earnings
£m

202.5
(0.3)

Total as
restated
£m

210.3
(0.3)

202.2

210.0

24.2
1.0

25.2

(1.4)
0.1
–
0.6
–
(11.5)
(19.0)

24.2
1.2

25.4

(1.4)
0.1
(0.2)
–
(0.2)
(11.5)
(19.0)

196.2

203.2

4.8

0.9

1.6

(0.2)

113.4

120.5

–
–

–

–
–
–
–
–
(0.1)
–

4.7

–
–

–

–
–
–
–
–
–
–

0.9

–
–

–

–
–
1.1
(0.4)
0.1
–
–

2.4

–
(0.1)

(0.1)

–
–
–
–
–
0.1
–

116.9
0.4

117.3

(0.5)
0.1
–
0.4
–
(10.3)
(17.9)

116.9
0.3

117.2

(0.5)
0.1
1.1
–
0.1
(10.3)
(17.9)

(0.2)

202.5

210.3

114

A.G. BARR p.l.c. Annual Report and Accounts 2020C A S H F L O W S T A T E M E N T S
F O R T H E Y E A R E N D E D 2 5 J A N U A R Y 2 0 2 0

Operating activities
Profit before tax
Adjustments for:
Interest and dividends receivable
Interest payable
Investment write off
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payment costs
Share of results in associates
Exceptional income
Loss on sale of property, plant and equipment

Operating cash flows before movements in working capital

Decrease/(increase) in inventories
Decrease/(increase) in receivables
(Decrease)/increase in payables
Difference between employer pension contributions and

amounts recognised in the income statement

Cash generated by operations

Tax paid

Net cash from operating activities

Investing activities
Acquisition of investment in associate
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Interest received

Net cash used in investing activities

Financing activities
New loans received
Loans repaid
Lease payments
Purchase of Company shares by employee benefit trusts
Proceeds from disposal of Company shares by employee

benefit trusts

Repurchase of own shares
Dividends paid
Dividends received
Interest paid

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Group

Company

2020
£m

37.4

–
0.6
–
11.7
1.3
(0.2)
0.1
(0.2)
–

50.7

1.8
2.1
(4.5)

(2.1)

48.0

(7.9)

40.1

(1.0)
(14.8)
0.1
–

(15.7)

29.5
(29.5)
(3.3)
(1.4)

0.1
(11.5)
(19.0)
–
(0.2)

(35.3)

(10.9)

21.8

10.9

2019
£m

44.5

–
0.6
–
7.4
1.4
1.1
–
–
0.1

55.1

(2.4)
(1.5)
3.1

(1.5)

52.8

(8.2)

44.6

–
(8.9)
–
–

(8.9)

21.0
(21.0)
(0.1)
(0.5)

0.1
(10.3)
(17.9)
–
(0.2)

(28.9)

6.8

15.0

21.8

2020
£m

30.3

(2.8)
1.4
–
11.4
1.2
(0.2)
0.1
(0.2)
–

41.2

2.8
5.0
(1.5)

(2.1)

45.4

(6.7)

38.7

(1.0)
(14.8)
0.1
0.8

(14.9)

29.5
(29.5)
(3.1)
(1.4)

0.1
(11.5)
(19.0)
2.0
(0.7)

(33.6)

(9.8)

17.0

7.2

2019
£m

124.0

(85.0)
1.4
0.2
7.3
1.2
1.1
–
–
0.1

50.3

(2.1)
(2.4)
3.0

(1.5)

47.3

(5.4)

41.9

–
(8.8)
–
0.7

(8.1)

21.0
(21.0)
(0.5)
(0.5)

0.1
(10.3)
(17.9)
2.0
(1.0)

(28.1)

5.7

11.3

17.0

Note

13
12

27
27

Non-cash transactions
During the year ended 26 January 2019, the Company received a £82.8m dividend from Rubicon Drinks Limited, another Group company.
This was satisfied by way of a dividend in specie using the intercompany due by the Company to Rubicon Drinks Limited.

115

AccountsStrategic ReportCorporate GovernanceN O T E S T O T H E A C C O U N T S

1 Accounting Policies
General information
A.G. BARR p.l.c. (the “Company”) and its subsidiaries (together the “Group”) manufacture, distribute and sell soft drinks and cocktail solutions.
The Group has manufacturing sites in the UK and sells mainly to customers in the UK with some international sales.

The Company is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in Scotland.
The address of its registered office is Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD.

The financial year represents the 52 weeks ended 25 January 2020 (prior financial year 52 weeks ended 26 January 2019).

Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation
The consolidated and parent Company financial statements of A.G. BARR p.l.c. have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union. They have been prepared under the historical cost accounting
rules except for the derivative financial instruments and the assets of the Group pension scheme which are stated at fair value and the
liabilities of the Group pension scheme which are valued using the projected unit credit method.

The directors have adopted the going concern basis in preparing these accounts after assessing the principal risks and having considered
the impact of a severe but plausible downside scenario for COVID-19. The major variables are the depth and the duration of COVID-19.
The directors considered the impact of the current COVID-19 environment on the business for the next 12 months, the viability period and
the longer term. Whilst the situation evolves daily, making scenario planning difficult, we have considered a number of impacts on sales,
profits and cash flows. We have assumed that our operations remain open and that we will continue to be able to sell our products to
customers, consistent with DEFRA guidance. Whilst the virus may impact across many functions of the business from supply chain to the
ability of our customers to service consumers, it would most likely manifest itself in lost volumes and require significant action in relation
to operational cost reductions. The 2 main divisions will be impacted differently, with Barr Soft Drinks operating mainly in multiple retail
(take home) and convenience (out of home) outlets and Funkin mainly within the on-trade and leisure sectors. Overall, we scenario planned
several out turns with volumes dropping significantly (in the range of 30-40%) and the impact lasting for a significant part of 2020. The
revenue and operational leverage impact of such a volume loss would have a major negative impact on Group profitability however the
scenario modelling would indicate that the Group would remain profitable over the next 12 months and we would anticipate a recovery
in the following years.

Throughout this severe but plausible downside scenario, the Group continues to have significant liquidity headroom on existing facilities and
against the revolving credit facilities financial covenants.

The directors believe that the Group is well placed to manage its financing and other business risks satisfactorily, and have a reasonable
expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these
consolidated financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the
financial statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed
on page pages 124 and 125.

The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented a separate
income statement or statement of comprehensive income for the Company.

Changes in accounting policy and disclosures
(a) New and amended standards adopted by the Group
A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting
policies as a result of adopting the following standards:
– IFRS 16 Leases
– Amendments to IFRS 9 Prepayment Features with Negative Compensation
– Amendment to IAS 28 Long-term Interests in Associates and Joint Ventures
– Annual Improvements to IFRS Standards 2015 – 2017 cycle
– Amendments to IAS 19 Employee Benefits
– IFRIC 23 Uncertainty over Income Tax Treatments

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A.G. BARR p.l.c. Annual Report and Accounts 2020IFRS 16 Leases replaces IAS 17 Leases along with three interpretations (IFRIC 4 Determining whether an Arrangement Contains a Lease,
SIC 5 Operating Leases – Incentives and SIC 27 Evaluating the Substance of Transactions in the Legal Form of a Lease). The new standard
has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being recognised in equity
as an adjustment to the opening balance of retained earnings. Prior periods have not been restated.

For contracts in place at the date of transition, the Group has elected to apply the definition of a lease from IAS 17 and IFRIC 4 and has not
applied IFRS 16 to arrangements that were previously not identified as leases under IAS 17 and IFRIC 4. The Group has elected not to include
initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of transition. At this date, the
Group has also elected to measure the right-of-use assets as if the standard applied at lease commencement date, but discounted using the
borrowing rate at the date of initial application. Instead of performing an impairment review on the right-of-use assets for operating leases in
existence at the date of transition, the Group has relied upon its historic assessment as to whether leases were onerous immediately before
the date of initial application of IFRS 16.

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases
of low-value assets the Group has applied the optional exemptions to not recognise the right-of-use assets but to account for the lease
expense on a straight-line basis over the remaining term.

On transition to IFRS 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 1.48%.

The following is a reconciliation of total operating lease commitments at 26 January 2019 to the lease liabilities recognised at 27 January 2019:

Total operating lease commitments disclosed at 26 January 2019
Discounted using the lessee’s incremental borrowing rate at the date of initial application
Less: short-term leases recognised on a straight-line basis as expense
Add: adjustments as a result of a different treatment of extension and termination options

Total lease liability recognised under IFRS 16 at 27 January 2019

£m

6.6
(0.1)
(0.1)
3.0

9.4

Under IAS 17, all lease payments on operating leases were presented as part of cash flows from operating activities. Consequently, the net
cash generated by operating activities has increased by £3.3m, being the lease payments, and net cash used in financing activities has
increased by the same amount.

The adoption of IFRS 16 did not have an impact on net cash flows.

Leases – Accounting policy applicable from 27 January 2019
The Group as lessee
For any new contracts entered into on or after 27 January 2019, the Group considers whether a contract is, or contains a lease. A lease is
defined as any contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange
for consideration. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:
– The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified

at the time the asset is made available to the Group;

– The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use,

considering its rights within the defined scope of the contract; and

– The Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right
to direct the use of the identified assets through the period of use. The Group assesses whether it has the right to direct ‘how and for
what purpose’ the asset is used throughout the period of use.

Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset
is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an
estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease
commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment where such indicators exist.

Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index
or rate, amounts expected to be payable under a residual guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect
any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the
corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

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1 Accounting Policies continued
Changes in accounting policy and disclosures continued
(a) New and amended standards adopted by the Group continued
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising
the right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis
over the lease term.

On the balance sheet, right-of-use assets and lease liabilities have been disclosed separately.

Leases – Accounting policy applicable before 27 January 2019
The Group as lessee
Where fixed assets are financed by leasing agreements, which give rights approximating to ownership, the assets are treated as if they had
been purchased and the capital element of the leasing commitments are shown as obligations under finance leases. Assets acquired under
finance leases are initially recognised at the present value of the minimum lease payments. The rentals payable are apportioned between
interest, which is charged to the income statement, and liability, which reduce the outstanding obligations. Costs in respect of operating
leases are charged on a straight-line basis over the term of the lease in arriving at operating profit.

The other standards noted above do not have a material impact on the results for the current and prior reporting periods.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 27 January 2019 and not
adopted early
A number of new standards and amendments to standards and interpretations are effective for future year ends, and have not been applied
in preparing these financial statements. These standards and amendments are listed in the table below:

International Accounting Standards and Interpretations

IFRS 17 Insurance Contracts
IFRS 10 Consolidated Financial Statements and IAS 28 (amendments)
Amendments to IFRS 3
Amendments to IAS 1 and IAS 8
Conceptual framework

Financial year
beginning which standard
becomes effective

31 January 2021
Not yet set
26 January 2020
26 January 2020
26 January 2020

The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the
Group in future periods.

Consolidation – subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights, to variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements
of subsidiaries are included in the consolidated financial statements from the date over which control commences until the date on which
control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests
issued by the Group (and for acquisitions prior to 1 July 2009 costs directly attributable to the acquisition). Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Currently, there are no non-controlling interests in any of the entities within the Group.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest
over the net identifiable assets acquired less liabilities assumed. If this consideration is lower than the fair value of the net assets of the
subsidiary acquired, the difference is recognised as a credit in profit or loss.

Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses
resulting from intercompany transactions that are recognised in net assets are also eliminated. Accounting policies of subsidiaries are
consistent with those adopted by the Group.

Revenue recognition
Revenue is recognised when control of the goods has passed to the buyer and the amount can be measured reliably. All revenue is
recognised on a point of time basis being primarily the point of delivery to customer’s sites. The majority of goods are dispatched by the
Group’s own distribution network and delivery often occurs on the day of dispatch although some are a few days later therefore revenue

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A.G. BARR p.l.c. Annual Report and Accounts 2020is recognised on delivery to the customer site. None of the Groups contractual arrangements lead to revenue being recognised over time.
Sales related discounts and rebates are calculated based on the expected amounts necessary to meet the claims of the Group’s customers
in respect of these discounts and rebates. Brand support accruals are included in the statement of financial position in respect of these.
When the Group expects to grant a price concession to a customer, e.g. as a result of excess inventory being held in the supply chain,
this is treated as variable consideration and adjustments are made to the transaction price using the expected value method.

Revenue is the net invoiced sales value, after deducting promotional sales related discounts invoiced by customers, including brand support
costs; customer incentives; and exclusive of value added tax of goods and services supplied to external customers during the year. Brand
support costs are investments in customer promotional activities. Sales are recorded based on the price specified in the sales invoices,
net of any agreed discounts and rebates.

Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with any of the Group’s other components and for which discrete financial
information is available. Segment results that are reported to the Executive Committee (as chief operating decision maker) include items
directly attributable to a segment as well as those which can be allocated on a consistent basis.

Foreign currency translation
(a) Functional and presentation currency
Functional and presentation currency items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial
statements are presented in £ Sterling which is the Company’s functional and the Group’s presentation currency.

(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions
or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income
statement in the same line in which the transaction is recorded.

Exceptional items
As permitted by IAS 1 Presentation of financial statements, an item is treated as exceptional if it is considered unusual by its nature or scale,
and is of such significance that separate disclosure is required for the financial statements to be properly understood. In determining
whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or
predictability of occurrence as well as the size and nature of an item both individually and when aggregated with similar items, for example
restructuring costs, product development or asset write offs. This presentation is consistent with the way that financial performance is
measured by management and reported to the Board and the Executive Committee and assists in providing a meaningful analysis of our
trading results. For further details refer to Note 7.

Intangible assets
Goodwill
Goodwill represents the excess of the consideration of an acquisition over the fair value of the Group’s share of the net identifiable assets
of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is
tested annually for impairment and carried at cost less accumulated impairment charges. Impairment charges on goodwill are not reversed.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating
units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

An intangible asset acquired as part of a business combination is recognised outside of goodwill if the asset is separable or arises from
contractual or other legal rights and its fair value can be measured reliably.

Brands
Separately acquired brands are recognised at cost at the date of purchase. Brands acquired in a business combination are recognised at fair
value at the acquisition date. Brands acquired separately or through a business combination are assessed at the date of acquisition as to whether
they have an indefinite life. The assessment includes whether the brand name will continue to trade, and the expected lifetime of the brand.
All brands acquired to date have been assessed as having an indefinite life as they are expected to continue to contribute to the long-term
future of the Group. The brands are reviewed annually for impairment, being carried at cost less accumulated impairment charges.

The fair value of a brand at the date of acquisition is based on the Relief from Royalties method, which is a valuation model based on
discounted cash flows.

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1 Accounting Policies continued
Intangible assets continued
Customer relationships
Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships
have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over
the expected life of the customer relationship.

The closing balance in the current year represents the carrying value of the customer relationships acquired during the acquisition
of Funkin Limited.

The fair value of the customer relationships at the acquisition date was based on the Multiple Excess Earnings Method (“MEEM”) which is
a valuation model based on discounted cash flows. The useful lives of customer relationships are based on the churn rate of the acquired
portfolio and are up to 10 years corresponding to a yearly amortisation of between 10% and 33%. The useful lives of all intangible assets
are reviewed annually and amended, as required, on a prospective basis.

Internally generated software development costs
Internally generated software development costs comprise internal and third party consultancy costs incurred in relation to the Business
Process Redesign project. Amortisation is charged from the date the software is available for use. This is calculated using the straight-line
method over the expected useful life of the software, which is 10 years.

Property, plant and equipment
Land and buildings comprise mainly factories, distribution sites and offices. All property, plant and equipment is stated at historical cost less
accumulated depreciation and impairments. Historical cost includes expenditure that is directly attributable to the acquisition or construction
of the assets. The purchase price of an asset will include the fair value of the consideration paid to acquire the asset. Borrowing costs directly
attributable to acquisition, construction and/or production of assets that take a substantial time to complete are capitalised.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

The carrying amount of any replaced part is derecognised. All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred.

Land is not depreciated. Depreciation is charged from the date that assets, other than land, are available for use. It is calculated using the
straight-line method to allocate the cost to the residual values of the related assets using the following rates:

Buildings – 1%
Leasehold buildings – Term of lease
Plant, equipment and vehicles – 10% to 33%

Property, plant and equipment residual values and useful lives are reviewed, and adjusted if appropriate, at each year end date. The carrying
value of the property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the
recoverable amount may be less than the carrying value.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.

An item of property, plant and equipment is derecognised on disposal or where no future economic benefits are expected to arise from the
continued use of the asset.

Gains and losses on disposals are determined by comparing the net proceeds with the carrying amount and are recognised within
administration costs in the income statement.

Investment in associates
An associate is an entity over which the Group has significant influence that is neither a subsidiary nor an interest in a joint venture. Significant
influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over
those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting.
The investment is recognised initially in the statement of financial position at cost and is adjusted thereafter to recognise the Group’s share
of the profit or loss and other comprehensive income of the associate. On acquisition any excess of the cost of the investments over the

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A.G. BARR p.l.c. Annual Report and Accounts 2020Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within
the carrying amount of the investment. Any excess of the Group’s share of the net fair value of identifiable assets and liabilities over the cost
of the investment, after reassessment, is recognised immediately in profit or loss in which the investment is acquired.

Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject
to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable.

An impairment charge is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that is based on current market assessments
of the time value of money and risks specific to the asset for which the future cash flow estimates have not been adjusted.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
impairment at each reporting date.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the impairment loss was recognised although any reversal cannot result in a carrying amount that would exceed
the carrying amount that would have been recognised, net of depreciation, had no impairment loss been recognised in prior years.

Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash
equivalents, loans and borrowings, and trade payables.

Trade receivables
Trade receivables are recognised initially at transaction price. Subsequent to initial recognition they are measured at amortised cost using
the effective interest method, less an allowance for expected credit losses (“ECL”). The amount of the expected credit loss is updated at
each reporting date to reflect changes in credit risk since initial recognition of the receivable. In assessing whether the credit risk on trade
receivables has increased significantly since initial recognition, the Group compares the risk of a default occurring on the receivable at the
reporting date with the risk of a default occurring on the receivable at the date of original recognition. In making this assessment, the Group
considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-
looking information that is available without undue cost and effort. The Group always recognises lifetime ECL for trade receivables.
The expected credit loss on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as
well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The carrying amount
of the asset is reduced by the allowance for expected credit losses and the amount of the loss is recognised in the income statement within
administration costs.

Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using
the effective interest method.

Investments
Investments in subsidiaries are carried at cost less impairment in the parent Company accounts.

Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.

Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost using the effective interest method.

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1 Accounting Policies continued
Derivative financial instruments and hedging activities
The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risks using foreign exchange forward
contracts. Further details of derivative financial instruments are disclosed in Note 15.

Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their
fair value. The gain or loss on remeasurement is recognised in the income statement immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the
hedge relationship.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a
financial liability. Derivatives are not offset in the financial statements unless the Group has both legal right and intention to offset. The
impact of hedging on the Group’s financial position is disclosed in Note 15. A derivative is presented as a non-current asset or a non-current
liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months.
Other derivatives are presented as current assets or current liabilities.

Cash flow hedges
The Group designates certain derivatives as hedging instruments in respect of foreign currency risk in cash flow hedges including hedges
of foreign exchange risk on firm commitments.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or
cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationship meets all of the following hedge
effectiveness requirements:
– There is an economic relationship between the hedged item and the hedging instrument;
– The effect of credit risk does not dominate the value changes that result from that economic relationship. (The Group does not consider

credit risk to be material but will monitor on an ongoing basis); and

– The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually

hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

The Group designates the full change in the fair value of a forward contract (i.e. including the forward elements) as the hedging instruments
for all of its hedging relationships.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion
is recognised immediately in the income statement within administration costs. Amounts accumulated in equity are recycled through the
income statement in the period when the hedged item affects profit or loss.

Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs of completing production and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing
them to their primary distribution location and condition. This includes direct labour costs and an appropriate share of overheads based on
normal operating activity.

Company shares held by employee benefit trusts
Company shares are purchased on behalf of employee benefit trusts to satisfy the liability of various employee share schemes. The amount
of the consideration paid, including directly attributable costs, is recognised as a charge in equity. Purchased shares are classified as
Company shares held by employee benefit trusts, and presented as a deduction from retained earnings.

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A.G. BARR p.l.c. Annual Report and Accounts 2020Current and deferred income tax
Tax on the profit or loss for the year comprises current and deferred tax.

Current tax is charged in the income statement except where it relates to tax on items recognised directly in equity, in which case it is
charged to equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year end
date and any adjustment to tax payable in respect of previous years.

Deferred tax is provided in full using the liability method, providing for temporary differences between the tax bases of assets and liabilities
and their carrying amounts, in the consolidated financial statements.

The following temporary differences are not provided for:
– the initial recognition of goodwill; and
– differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the year end date and are expected
to apply when the related deferred tax asset is realised or the deferred tax liability is settled. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.

Employee benefits
Retirement benefit plans
The Group operates two pension schemes as detailed in Note 26. The schemes are generally funded through payments to trustee-
administered funds. The Group has both defined benefit and defined contribution plans.

Defined contribution pension plans
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Obligations for
contributions are recognised as an expense in the income statement as they fall due. The Group has no further payment obligations once
the contributions have been paid.

Defined benefit pension plans
A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension
benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability/surplus recognised in the statement of financial position in respect of defined benefit pension plans is the present value of plan
assets less the fair value of the defined benefit obligation. The defined benefit obligation is calculated annually by independent actuaries
using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates
of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity
approximating to the terms of the related pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity
in other comprehensive income in the period in which they arise.

The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. The gain or loss on
a settlement is the difference between the present value of the defined benefit obligation being settled as determined on the date of
settlement and the settlement price, including any plan assets transferred and any payments made directly by the Group in connection
with the settlement.

The Group’s defined benefit plan was closed to future accrual on 1 May 2016.

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1 Accounting Policies continued
Share-based compensation
The Group grants equity settled share-based payments to certain employees. These are measured at fair value (excluding the effect of non
market-based vesting conditions) at the grant date. The fair value of the equity settled share-based payment determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted
for the effect of non market-based vesting conditions. Fair value is measured using the Black-Scholes pricing model.

The Group also provides employees with the ability to purchase the Company’s ordinary shares at a discount to the current market value
through payroll.

The Group records as an expense the fair value of the discount on the shares purchased by the employee as a charge to the income
statement and a credit to the share options reserve.

At each year end date, the entity revises its estimates of the number of options that are expected to vest based on the non market vesting
conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment
to the share options reserve.

Profit-sharing and bonus plans
The Group recognises a liability and an expense for various bonuses based on formulae that take into consideration the profit attributable
to the Company’s shareholders after certain adjustments.

The Group recognises a provision where there is a contractual obligation or where there is a past practice that has created a
constructive obligation.

Provisions
A provision is recognised if, as the result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably and it is probable that an outflow of economic benefits will be required to settle the obligation.

A restructuring provision is recognised when the Group has approved a detailed and formal restructuring plan which has been either
announced or has commenced. Future operating costs are not provided for.

Dividend distributions
Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which
the dividends are approved by the Company’s shareholders.

Share repurchase programme
In the year ended 27 January 2018, a share repurchase programme commenced and this was completed during the year ended
25 January 2020. The adopted accounting policy was to cancel the repurchased shares and replace the permanent capital through
creation of a Capital Redemption Reserve. The Capital Redemption Reserve is included in “Other reserves” within equity. Refer to Note 27.

Alternative performance measures
Alternative performance measures (“APMs”) are tracked by management to assess the Group’s operating performance and to inform
financial, strategic and operating decisions. These are therefore presented within the Annual Report and Accounts. Definitions of APMs
and reconciliation to GAAP measures can be found in the Glossary on pages 162 to 164.

Key sources of estimation uncertainty
The preparation of financial statements requires management to make assumptions and estimates that affect the amounts reported for
assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year.
Due to the nature of estimation, the actual outcomes may well differ from these estimates.

The one area of significant judgement which the directors consider could have a material impact upon the financial statements is judgement
on whether items are exceptional or not as set out in Note 7.

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A.G. BARR p.l.c. Annual Report and Accounts 2020The key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year, are:

Key source of estimation uncertainty: Retirement benefit obligations
The determination of any defined benefit pension scheme surplus/obligation is based on assumptions determined with independent
actuarial advice. The assumptions used include discount rate, inflation, pension increases, salary increases, the expected return on scheme
assets and mortality assumptions. The material estimations are those for which a sensitivity analysis is provided in Note 26. The directors
consider that those sensitivities provided in Note 26 represent reasonable sensitivities which could occur.

Key source of estimation uncertainty: Sales related rebates and discounts
The Group agrees to pay customers various amounts in the form of sales related rebates and discounts. Accruals are made for each
individual promotion or rebate based on the specific terms and conditions of the customer agreement. Management make estimates on
an ongoing basis to assess customer performance and sales volume to calculate the total amounts earned to be deducted from revenue.
Based on total rebate and discount spend in the year, 4% of spend would need to be omitted to result in a material error in the value of
accruals made at year end.

2 Segment reporting
The Group’s Executive Committee has been identified as the chief operating decision maker. The Executive Committee reviews the Group’s
internal reporting in order to assess performance and allocate resources. The Executive Committee has determined the operating segments
based on these reports.

The Executive Committee considers the business from a product perspective. This has led to the operating segments identified in the
table below: there has been no change to the segments during the year (after aggregation). The performance of the operating segments
is assessed by reference to their gross profit before exceptional items.

Year ended 25 January 2020

Total revenue
Gross profit

Year ended 26 January 2019

Total revenue
Gross profit

Carbonates &
other
£m

Still drinks and
water
£m

196.4
88.6

40.1
8.6

Carbonates &
other
£m

Still drinks and
water
£m

214.4
99.9

49.0
14.7

Funkin
£m

19.2
8.9

Funkin
£m

15.6
7.9

Total
£m

255.7
106.1

Total
£m

279.0
122.5

There are no intersegment sales. All revenue is in relation to product sales, which is recognised at point in time, upon delivery to
the customer.

“Carbonates & other” segment represents income from the sale of carbonates and other soft drink related items.

The gross profit from the segment reporting is stated before exceptional costs.

The gross profit before exceptional items from the segment reporting is reconciled to the total profit before income tax, as shown in the
consolidated income statement.

All of the assets and liabilities of the Group are managed by the Executive Committee on a central basis rather than at a segment level.
As a result no reconciliation of segment assets and liabilities to the statement of financial position has been disclosed for either of the
periods presented.

Included in revenues arising from Carbonates & other, Still drinks and water and Funkin are revenues of approximately £41m which arose
from sales to the Group’s largest customer (2019: £47m). No other single customers contributed 10 per cent or more to the Group’s revenue
in either 2019 or 2020.

All of the segments included within “Carbonates & other” and “Still drinks and water” meet the aggregation criteria set out in IFRS 8
Operating Segments.

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2 Segment reporting continued
Geographical information
The Group operates predominantly in the UK with some worldwide sales. All of the operations of the Group are based in the UK.

Revenue

UK
Rest of the world

The Rest of the world revenue includes sales to the Republic of Ireland and wholesale export houses.

All of the assets of the Group are located in the UK.

3 Profit before tax
The following items have been included in arriving at profit before tax before exceptional items:

2020
£m

244.1
11.6

255.7

2019
£m

267.6
11.4

279.0

Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Loss on disposal of property, plant and equipment
Research and development costs
Impairment of inventories
Amortisation of intangible assets
Cost of inventories charged in cost of sales
Operating lease rentals payable – property
Operating lease rentals payable – motor vehicles
Operating lease rentals payable – plant
Trade receivables impairment movement
Foreign exchange gains recognised
Staff costs (Note 4)

2020
£m

8.5
3.2
–
1.1
0.8
1.3
150.7
–
–
–
0.3
(0.2)
46.7

Included within administration costs (Note 6) is the auditor’s remuneration, including expenses for audit and non-audit services.

The cost includes services from the Company’s auditor and its associates:

Statutory audit services
Fees payable to the auditor of the parent Company and consolidated accounts
Fees payable to the auditor for other services:
Audit of the Company’s subsidiaries pursuant to legislation

Non-audit services
Audit-related assurance services
Other services

2020
£’000

133

25
–

2019
£m

7.4
–
0.1
1.1
1.0
1.4
156.5
0.4
0.9
2.5
(0.1)
(0.1)
53.2

2019
£’000

107

24
22

126

A.G. BARR p.l.c. Annual Report and Accounts 2020
4 Employees and directors

Average monthly number of people employed by the Group (including executive directors)
Production and distribution
Administration

Staff costs for the Group for the year

Wages and salaries
Social security costs
Share-based payments
Pension costs – defined contribution plans
Pension costs – defined benefit plans*

2020

733
276

1,009

2020
£m

37.8
4.8
(0.2)
3.8
0.5

46.7

2019

725
274

999

2019
£m

42.5
4.6
1.1
3.8
1.2

53.2

The expense incurred in relation to redundancy related items has been shown separately in Note 7.

The defined benefit plan costs for 2019 include £0.7m of exceptional items for GMP equalisation as per Note 7.

5 Other income

Wind turbine removal

Refer to Note 7 for details of exceptional income in relation to the wind turbine removal.

6 Net operating expenses

Before
exceptional
items
£m

2020

Exceptional
items*
£m

–

1.8

2019

Total
£m

1.8

Total
£m

–

Before
exceptional
items
£m

42.1
25.9

68.0

2020

Exceptional
items*
£m

–
0.7

0.7

Before
exceptional
items
£m

49.3
27.4

76.7

Total
£m

42.1
26.6

68.7

2019

Exceptional
items*
£m

–
0.7

0.7

Total
£m

49.3
28.1

77.4

Distribution costs (including selling costs)
Administration costs

Refer to Note 7.

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7 Exceptional items
Exceptional items are those that in management’s judgement need to be disclosed by virtue of their size and/or nature. In determining
whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency
or predictability of occurrence as well as the size and nature of an item both individually and when aggregated with similar items, for example
restructuring costs, product development or asset write offs. This presentation is consistent with the way that financial performance
is measured by management and reported to the Board and the Executive Committee and assists in providing a meaningful analysis
of our trading results.

Such items are included within the income statement caption to which they relate, and are separately disclosed in the note below.
It is believed that separate disclosure of exceptional items further helps investors to understand the performance of the Group.

Wind turbine removal
Simplification and standardisation of operations
Redundancy costs for business reorganisation and restructure
GMP pension equalisation

Total exceptional net debit

Items included in cost of sales
Simplification and standardisation of operations

Total included in cost of sales

Items included in other income
Wind turbine removal

Total included in cost of sales

Items included in administration costs
Redundancy costs for business reorganisation and restructure
GMP pension equalisation

Total included in administration costs

Total exceptional net debit included in operating expenses

Total exceptional net debit

2020
£m

(1.8)
1.1
0.7
–

–

2020
£m

1.1

2020
£m

(1.8)

0.7
–

0.7

–

2019
£m

–
–
–
0.7

0.7

2019
£m

–

2019
£m

–

–
0.7

0.7

For a number of years a wind turbine has been in operation at our Cumbernauld site. This turbine has now been removed to facilitate the
construction and operation of additional large scale wind energy projects in Scotland. Management believe that the £1.8m income received
as compensation for the removal should be treated as exceptional due to the non-recurring nature and the size of the income received.

128

A.G. BARR p.l.c. Annual Report and Accounts 2020In September 2019 the Group embarked on a change programme with the aim of returning the soft drinks business to long-term sustainable
growth. The programme has two main objectives:
– to simplify and standardise our operations by significantly rationalising our portfolio including simplifying our core brand ranges and

routes to market. This involves discontinuing certain product lines and formats at a cost of £0.6m and the closure of our Sheffield sales
depot in March 2020 at a cost of £0.5m.

– to strategically restructure and refocus the business so that resources and investment target those areas with the greatest profitable
growth opportunities. This initiative will deliver a more contribution focused Commercial team prioritised on our core brands and
a Supply Chain organisation that optimises the balance between agility, resilience and capacity. As a result the Group has incurred
exceptional costs relating to employee severance of £0.7m. In certain areas the restructuring programme requires detailed planning
and implementation and in these areas the activities and costs will continue in the year to 30 January 2021.

In the year to 26 January 2019 a charge of £0.7m has been included for the past service cost in respect of the equalisation of guaranteed
minimum pensions (“GMP”) benefits. On 26 October 2018, the High Court handed down a judgement involving Lloyds Banking Group’s
defined benefit pension schemes. The judgement concluded that the schemes should equalise pension benefits for men and women in
relation to GMP benefits. The judgement has implications for many pension schemes, including the A.G. Barr defined benefit schemes.
The £0.7m expense reflects the best estimate of the effect on our reported financial liabilities. Management believe that the nature of this
expense, a non-routine pension cost relating to a significant legal ruling, makes it appropriate to be classified as exceptional.

8 Finance costs

Interest payable
Lease interest
Finance costs relating to defined benefit pension plans (Note 26)

2020
£m

(0.2)
(0.1)
(0.3)

(0.6)

9 Taxation

Group

Charge/(credit) to the income statement
Current tax on profits for the year
Adjustments in respect of prior years

Total current tax expense/(credit)

Deferred tax
Origination and reversal of:
Temporary differences
Adjustments in respect of prior years

Total deferred tax expense (Note 24)

Total tax expense/(credit)

Before
exceptional

items
£m

7.0
(0.1)

6.9

0.5
0.2

0.7

7.6

2020

Exceptional

items
£m

–
–

–

–
–

–

Before
exceptional

items
£m

2019

Exceptional

items
£m

8.7
(0.1)

8.6

0.1
0.1

0.2

8.8

(0.1)
–

(0.1)

–
–

–

(0.1)

Total
£m

7.0
(0.1)

6.9

0.5
0.2

0.7

7.6

2019
£m

(0.2)
–
(0.4)

(0.6)

Total
£m

8.6
(0.1)

8.5

0.1
0.1

0.2

8.7

In addition to the above movements in deferred tax, a deferred tax charge of £0.3m (2019: charge of £0.1m) has been recognised in other
comprehensive income and a debit of £0.2m (2019: a credit of £0.1m) has been taken direct to reserves (Note 24).

A current tax credit of £Nil (2019:credit of £0.1m) has been recognised in other comprehensive income.

129

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9 Taxation continued
The tax on the Group’s profit before tax differs from the amount that would arise using the tax rate applicable to the consolidated profits of
the Group as follows:

Profit before tax

Tax at 19.0% (2019: 19.0%)
Tax effects of:
Items that are not deductible/(chargeable) in determining taxable profit
Current tax adjustment in respect of prior years
Deferred tax adjustment in respect of prior years
Other differences

Total tax expense

The weighted average tax rate was 20.3% (2019: 19.5%).

2020
£m

37.4

7.1

0.5
(0.1)
0.2
(0.1)

7.6

2020
%

19.0

1.3
(0.3)
0.5
(0.3)

20.3

2019
£m

44.5

8.5

0.4
(0.1)
0.1
(0.2)

8.7

2019
%

19.0

0.9
(0.2)
(0.2)
–

19.5

As announced in the Autumn Budget on 23 November 2016, the main rate of corporation tax was reduced to 19% from 1 April 2017 and
will be further reduced to 17% from 1 April 2020, therefore future charges will reduce accordingly. Finance No.2 Bill 2017 was enacted on
16 November 2017. Finance Act 2019 received royal assent in February 2019 but has no impact on the UK corporate income tax rates already
enacted. The deferred tax liability at 25 January 2020 has therefore been calculated having regard to the rate of 17% enacted at the balance
sheet date.

10 Earnings per share
Basic earnings per share has been calculated by dividing the earnings attributable to equity holders of the parent by the weighted average
number of shares in issue during the year, excluding shares held by the employee share scheme trusts.

Profit attributable to equity holders of the Company (£m)
Weighted average number of ordinary shares in issue

Basic earnings per share (pence)

2020

2019

29.8
112,452,517

35.8
113,626,941

26.50

31.51

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially
dilutive ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price
of the Company’s ordinary shares during the year. The number of shares as calculated above is compared with the number of shares that
would have been issued assuming the exercise of the share options.

Profit attributable to equity holders of the Company (£m)

Weighted average number of ordinary shares in issue
Adjustment for dilutive effect of share options

Diluted weighted average number of ordinary shares in issue

Diluted earnings per share (pence)

2020

29.8

2019

35.8

112,452,517
57,931

113,626,941
138,729

112,510,448

113,765,670

26.49

31.47

The EPS figure before exceptional items is calculated by using Profit attributable to equity holders before exceptional items:

Profit attributable to equity holders of the Company before exceptional items (£m)
Weighted average number of ordinary shares in issue

Basic earnings per share before exceptional items (pence)

2020

2019

29.8
112,452,517

36.4
113,626,941

26.50

32.03

This measure has been included in the financial statements as it provides a closer guide to the underlying financial performance as the
calculation excludes the effect of exceptional items.

130

A.G. BARR p.l.c. Annual Report and Accounts 202011 Dividends
Dividends paid in the financial year were as follows:

Final dividend
Interim dividend paid

2020
per share

12.74p
4.00p

16.74p

2019
per share

11.84p
3.90p

15.74p

2020
£m

14.5
4.5

19.0

2019
£m

13.5
4.4

17.9

Our usual practice at this time of the year is to propose a final ordinary dividend to be paid in June, subject to approval by shareholders at the
Annual General Meeting. However, given the unprecedented circumstances arising from COVID-19, the Board is not proposing a final
dividend at this time.

Dividends payable in respect of the financial year were as follows:

Final dividend
First interim dividend paid

12 Intangible assets

Group

Cost
At 27 January 2018

At 26 January 2019

At 25 January 2020

Amortisation and impairment losses
At 27 January 2018
Amortisation for the year

At 26 January 2019
Amortisation for the year

At 25 January 2020

Carrying amounts
At 25 January 2020

At 26 January 2019

2020
per share

–
4.00p

4.00p

2019
per share

12.74p
3.90p

16.64p

Goodwill
£m

Brands
£m

Customer
relationships
£m

Water rights
£m

Software
development
costs
£m

39.0

0.4
–

0.4

38.6

57.1

0.3
–

0.3

56.8

3.9

3.5
0.2

3.7
0.1

3.8

0.1

0.2

0.7

0.7
–

0.7

–

11.9

3.2
1.2

4.4
1.2

5.6

6.3

7.5

Total
£m

112.6

8.1
1.4

9.5
1.3

10.8

101.8

103.1

The goodwill and brands recognised relate primarily to the acquisition of the Strathmore Water business, Rubicon Drinks Limited and Funkin
Limited. The software development costs represent internally generated software development costs and third party consultancy costs
incurred in relation to the Business Process Redesign project implemented in 2015.

The opening customer relationships balance represents intangible assets recognised on the acquisition of the Strathmore Water business,
Rubicon Drinks Limited and Funkin Limited. The amortisation charge represents the spreading of the cost over the assets’ expected
useful lives.

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12 Intangible assets continued
The Strathmore and Rubicon customer relationships are fully amortised. The Funkin asset has five years remaining.

These amortisation periods have been reviewed at the statement of financial position date and remain appropriate.

The amortisation costs for the year to 25 January 2020 have been included in the income statement as administration costs.

Company

Cost
At 27 January 2018

At 26 January 2019

At 25 January 2020

Amortisation and impairment losses
At 27 January 2018
Amortisation for the year

At 26 January 2019
Amortisation for the year

At 25 January 2020

Carrying amounts
At 25 January 2020

At 26 January 2019

Goodwill
£m

Brands
£m

Customer
relationships
£m

Water rights
£m

Software
development
costs
£m

1.9

–
–

–

1.9

7.3

0.3
–

0.3

7.0

1.0

1.0
–

1.0

–

0.7

0.7
–

0.7

–

11.9

3.2
1.2

4.4
1.2

5.6

6.3

7.5

Total
£m

22.8

5.2
1.2

6.4
1.2

7.6

15.2

16.4

The goodwill and brands recognised in the Company relate to the acquisition of the Strathmore Water business. The software development
costs represent internally generated software development costs and third party consultancy costs incurred in relation to the Business
Process Redesign project.

132

A.G. BARR p.l.c. Annual Report and Accounts 2020Impairment tests for goodwill and brands
For impairment testing, goodwill and brands are allocated to the cash-generating unit (“CGU”) representing the lowest level at which
goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to each CGU are:

At 25 January 2020

Rubicon operating unit
Funkin operating unit
Strathmore operating unit

Total

At 26 January 2019

Rubicon operating unit
Funkin operating unit
Strathmore operating unit

Total

Goodwill
£m

21.0
15.7
1.9

38.6

Goodwill
£m

21.0
15.7
1.9

38.6

Brands
£m

43.0
6.8
7.0

56.8

Brands
£m

43.0
6.8
7.0

56.8

Customer
relationships
£m

–
0.1
–

0.1

Customer
relationships
£m

–
0.2
–

0.2

Total
£m

64.0
22.6
8.9

95.5

Total
£m

64.0
22.7
8.9

95.6

The recoverable amount of a CGU is determined based on value in use calculations. These calculations use pre-tax cash flow projections
based on financial forecasts approved by management which cover a three year period. Cash flows beyond the three years are extrapolated
using the growth rates and other key assumptions as stated below:

Key assumptions

Rubicon operating unit
Funkin operating unit
Strathmore operating unit

Gross margin
%

47.4
53.1
32.2

2020

Growth rate
%

2.5
2.5
2.5

Discount rate
%

Gross margin
%

11.1
11.1
11.1

48.2
54.0
33.5

2019

Growth rate
%

Discount rate
%

2.5
2.5
2.5

11.1
11.1
11.1

The budgeted gross margin is based on past performance and management’s expectation of market development. The weighted average
growth rates used are consistent with the forecasts included in industry reports. The discount rates used for both years is the pre-tax rate.
This is consistent with the cash flows applied.

Despite the performance of Rubicon as discussed on page 37, management are satisfied that the necessary steps are being taken to ensure
the Rubicon gross margin is achievable.

The discount rate reflects management‘s estimate of pre-tax cost of capital adjusted for the specific risks impacting on each operating unit.
The estimated pre-tax cost of capital is a market participant benchmark provided by an independent third party to the Group.

Advertising and promotional costs are included in the analysis, using latest annual budgets for the year to 30 January 2021 and projected
costs thereafter.

Sensitivity analysis was carried out on the above calculations to review possible levels of impairment under a range of different assumptions,
e.g. adjusting discount rates. At a pre-tax rate of 12%, or a reduction in long-term growth of 1%, none of the CGUs were impaired. Whilst cash
flow projections used within the impairment reviews are subject to inherent uncertainty, changes within reason to the key assumptions
applied in assessing the value in use calculation would not result in a change in the impairment conclusions reached.

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13 Property, plant and equipment

Group

Cost or deemed cost
As at 27 January 2018
Additions
Transfer from assets under construction
Disposals

At 26 January 2019

Additions
Transfer from assets under construction
Disposals

Land and buildings

Freehold
£m

Long

leasehold
£m

Plant,
equipment and
vehicles
£m

Assets
under
construction
£m

61.9
0.1
0.2
–

62.2

–
0.2
–

0.4
–
–
–

0.4

–
–
–

80.6
3.8
9.0
(1.8)

91.6

4.6
3.7
(1.1)

Total
£m

155.8
8.5
–
(1.8)

12.9
4.6
(9.2)
–

8.3

162.5

9.9
(3.9)
–

14.5
–
(1.1)

At 25 January 2020

62.4

0.4

98.8

14.3

175.9

Depreciation
At 27 January 2018
Amount charged for year
Disposals

At 26 January 2019

Amount charged for year
Disposals

At 25 January 2020

Net book value

As at 25 January 2020

As at 26 January 2019

5.5
0.6
–

6.1

0.6
–

6.7

55.7

56.1

0.4
–
–

0.4

–
–

55.6
6.8
(1.7)

60.7

7.9
(1.0)

0.4

67.6

–
–
–

–

–
–

–

61.5
7.4
(1.7)

67.2

8.5
(1.0)

74.7

–

31.2

30.9

14.3

101.2

8.3

95.3

Plant, equipment and vehicles includes the following amounts where the Group and Company is a lessee under a finance lease:

Cost-capitalised finance lease
Accumulated depreciation

Net book value

2020
£m

–
–

–

2019
£m

0.3
(0.2)

0.1

From 2019 leased assets are presented as a separate line item in the balance sheet, see Note 14. Refer to Note 1 for details about the changes
in accounting policy.

134

A.G. BARR p.l.c. Annual Report and Accounts 2020

Company

Cost or deemed cost
At 27 January 2018
Additions
Transfer from assets under construction
Disposals

At 26 January 2019

Transfers*
Additions
Transfer from assets under construction
Transfer to right-of-use assets
Disposals

At 25 January 2020

Depreciation
At 27 January 2018
Amount charged for year
Disposals

At 26 January 2019

Transfers*
Amount charged for year
Transfer to right-of-use assets
Disposals

At 25 January 2020

Net book value

As at 25 January 2020

As at 26 January 2019

Land and buildings

Freehold*
£m

Long*
leasehold
£m

Plant,
equipment and
vehicles
£m

Assets
under
construction
£m

61.9
0.1
0.2
0.3

62.5

(23.2)
–
0.2
–
–

39.5

5.5
0.6
0.3

6.4

(3.4)
0.6
–
–

3.6

35.9

56.1

0.3
–
–
–

0.3

23.2
–
–
(23.2)
–

0.3

0.3
–
–

0.3

3.4
–
(3.4)
–

79.9
3.8
9.0
(1.8)

90.9

–
4.5
3.7
–
(1.0)

12.9
4.6
(9.2)
–

8.3

–
10.0
(3.9)
–
–

55.1
6.7
(1.7)

60.1

–
7.8
–
(1.0)

–
–
–

–

–
–
–
–

–

0.3

66.9

–

31.2

30.8

14.4

8.3

Total
£m

155.0
8.5
–
(1.5)

162.0

–
14.5
–
(23.2)
(1.0)

60.9
7.3
(1.4)

66.8

–
8.4
(3.4)
(1.0)

70.8

81.5

95.2

98.1

14.4

152.3

* Amounts previously held as freehold have been reclassified to leasehold recognising this is where they should have been classified

in prior periods.

At 25 January 2020, the Group and the Company had entered into contractual commitments for the acquisition of property, plant and
equipment amounting to £1.7m (2019: £8.6m).

At 26 January 2019 property, plant and equipment included £19.9m where the Company was a lessee under a finance lease. £19.8m
was included in freehold property, with a further £0.1m included in property, plant and vehicles.

Cost-capitalised finance lease
Accumulated depreciation

Net book value

2020
£m

–
–

–

2019
£m

23.5
(3.6)

19.9

From 2019 leased assets are presented as a separate line item in the balance sheet, see Note 14. Refer to Note 1 for details about the changes
in accounting policy.

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14 Leases
This note provides information for leases where the Group is a lessee. The Group is not a lessor.

(i) Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:

Right-of-use assets
Buildings
Plant, equipment and vehicles

Lease liabilities
Current
Non-current

Group

Company

2020
£m

1.6
6.0

7.6

3.2
4.7

7.9

2019*
£m

–
–

–

–
–

–

2020
£m

20.6
6.0

26.6

4.3
22.2

26.5

2019*
£m

–
–

–

–
–

–

Company only right-of-use assets and lease liabilities relate to assets leased under the asset backed funding arrangements as outlined in Note 26.

Additions to the right-of-use assets during 2019 were £1.9m for the Group and £1.9m for the Company.

In the previous year, the Group only recognised lease assets and lease liabilities in relation to leases that were classified as “finance leases” under IAS 17 Leases. The assets were presented in property,
plant and equipment and the liabilities as part of the Group’s borrowings. For adjustments recognised on adoption of IFRS 16 on 27 January 2019, please refer to Note 1.

(ii) Amounts recognised in the income statement
The income statement shows the following amounts relating to leases:

Depreciation charge of right-of-use assets
Buildings
Plant, equipment and vehicles

Interest expense (including finance cost)
Expense related to short-term leases (included in cost of goods sold and administrative expenses)

The total cash outflow for leases in 2019 was £3.3m.

At 25 January 2020 the Group has no commitments for short-term leases.

2020
£m

0.2
3.0

3.2

0.1
0.5

2019*
£m

–
–

–

–
–

There are no expenses in relation to variable lease payments not included in the measurement of the lease liabilities or income from
sub-leasing right-of-use assets.

(iii) The Group’s leasing activities and how these are accounted for
The Group leases various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of 12 months
to 10 years, but may have extension options as described in (iv) opposite.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and
non-lease components based on their relative stand-alone prices. However for leases for real estate for which the Group is a lessee,
it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as
security for borrowing purposes.

Until the 2019 financial year, leases of property, plant and equipment were classified as either finance leases or operating leases, see Note 1
for details. From 27 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased
asset is available for the Group.

136

A.G. BARR p.l.c. Annual Report and Accounts 2020Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value
of the following lease payments:
– fixed payments (including in-substance fixed payments), less any lease incentives receivable
– variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
– amounts expected to be payable by the Group under residual value guarantees
– the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
– payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the rate implicit in the lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.

To determine the incremental borrowing rate, the Group:
– where possible, uses recent third party financing received by the Group as a starting point, adjusted to reflect changes in financing

conditions since third party financing was received

– uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases
– makes adjustments specific to the lease, e.g. term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:
– the amount of the initial measurement of the lease liability
– any lease payments made at or before the commencement date less any lease incentives received
– any initial direct costs, and
– restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line
basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets
comprise IT equipment and small items of office furniture.

(iv) Extension and termination options
Extension and termination options are included in a number of property and equipment leases across the Group. These are used to
maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and
termination options are exercisable only by the Group and not by the respective lessor.

(v) Residual value guarantees
To optimise lease costs during the contract period the Group sometimes provides residual value guarantees in relation to equipment
leases.

The Group initially estimates and recognises amounts expected to be paid under residual value guarantee as part of the lease liability.
Typically the expected residual value at lease commencement is equal to or higher than the guaranteed amount, and so the Group
does not expect to pay anything under the guarantees.

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15 Derivative financial instruments

Derivative financial liabilities

Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts

2020
£m

0.1

2019
£m

0.4

It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated with anticipated
purchase transactions out to 18 months. For inventory purchases this is hedged on a sliding scale basis where the nearer the time of the
purchase, the greater the amount hedged will be. Capital purchases will be hedged in full.

On transition to IFRS 9 all derivatives qualified for hedge accounting under IAS 39 and IFRS 9 and so were treated as continuing hedges.

For the hedges of highly probable forecast purchases, as the critical terms (i.e. the notional amount, life and underlying contracts) of the
foreign exchange forward contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of
effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged items will systematically
change in opposite direction in response to movements in the underlying exchange rates. The Group assesses the ineffectiveness by
comparing past changes in the fair value of the foreign exchange forward contracts with changes in the fair value of a hypothetical
derivative.

The main source of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own credit risk on
the fair value of the forward contracts, which is not reflected in the fair value of the hedged item attributable to changes in foreign exchange
rates. This is not considered to be material to the Group. No other sources of ineffectiveness emerged from these hedge relationships.

The following table details the foreign currency forward contracts outstanding at the end of the reporting period, as well as information
regarding their related hedged items. Foreign currency forward contract assets and liabilities are presented in the line ‘Derivative financial
instruments’ (either as assets or as liabilities) within the statement of financial position. All of the currency forward contracts are designated
as cash flow hedges.

Average exchange rate

Notional value:
Foreign currency

Notional value:
Local currency

Carrying amount of the
hedging instruments liabilities

Buy EUR
Less than 3 months
3 to 6 months
6 to 12 months
over 12 months

Buy USD
Less than 3 months
6 to 12 months
over 12 months

2020

2019

2020

2019

1.15
1.17
1.16
1.16

1.31
1.32
–

1.12
1.13
1.12
1.10

1.32
–
1.34

2.2
1.9
0.6
0.1

0.7
0.1
–

7.2
5.2
6.0
0.7

2.1
–
0.2

2020
£m

1.9
1.6
0.5
0.1

0.6
–
–

2019
£m

6.4
4.6
5.4
0.6

1.6
0.1
–

2020
£m

(0.1)
–
–
–

–
–
–

2019
£m

(0.2)
(0.1)
(0.1)
–

–
–
–

(0.1)

(0.4)

138

A.G. BARR p.l.c. Annual Report and Accounts 2020Group and Company
Fair value hierarchies 1 to 3 are based on the degree to which fair value is observable:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by
using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little
as possible on entity specific estimates. The fair value of the forward foreign exchange contracts is determined using forward exchange
rates at the date of the statement of financial position, with the resulting value discounted accordingly as relevant.

The following tables show the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value
information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation
of fair value.

Group
At 25 January 2020

Financial assets
Trade receivables
Cash and cash equivalents

Financial liabilities
Foreign exchange contracts used for hedging
Lease liabilities
Trade payables

Group
At 26 January 2019

Financial assets
Trade receivables
Cash and cash equivalents

Financial liabilities
Foreign exchange contracts used for hedging
Trade payables

Fair value –
hedging
instruments
£m

Other financial
assets at
amortised cost
£m

Carrying amount

Other financial
liabilities at fair
value
£m

Other financial
liabilities at
amortised cost
£m

–
–

–

0.1
–
–

0.1

55.1
10.9

66.0

–
–
–

–

–
–

–

–
–
–

–

–
–

–

–
7.9
14.3

22.2

Fair value –
hedging
instruments
£m

Other financial
assets at
amortised cost
£m

Carrying amount

Other financial
liabilities at fair
value
£m

Other financial
liabilities at
amortised cost
£m

–
–

–

0.4
–

0.4

54.5
21.8

76.3

–
–

–

–
–

–

–
–

–

–
–

–

–
20.2

20.2

Total
£m

55.1
10.9

66.0

0.1
7.9
14.3

22.3

Total
£m

54.5
21.8

76.3

0.4
20.2

20.6

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15 Derivative financial instruments continued

Company
At 25 January 2020

Financial assets
Trade and other receivables and amounts due from subsidiary

companies

Cash and cash equivalents

Financial liabilities
Foreign exchange contracts used for hedging
Lease liabilities
Trade payables and amounts due to other subsidiary

companies

Company
At 26 January 2019

Financial assets
Trade and other receivables and amounts due from subsidiary

companies

Cash and cash equivalents

Financial liabilities
Foreign exchange contracts used for hedging
Finance lease liabilities
Trade payables and amounts due to other subsidiary

companies

Fair value –
hedging
instruments
£m

Other financial
assets at
amortised cost
£m

Carrying amount

Other financial
liabilities at fair
value
£m

Other financial
liabilities at
amortised cost
£m

–
–

–

0.1
–

–

0.1

51.8
7.2

59.0

–
–

–

–
–

–

–
–

–

–
–

–

–
26.5

17.6

44.1

Fair value –
hedging
instruments
£m

Other financial
assets at
amortised cost
£m

Carrying amount

Other financial
liabilities at fair
value
£m

Other financial
liabilities at
amortised cost
£m

–
–

–

0.4
–

–

0.4

54.2
17.0

71.2

–
–

–

–
–

–

–
–

–

–
–

–

–
19.7

20.8

40.5

Total
£m

51.8
7.2

59.0

0.1
26.5

17.6

44.2

Total
£m

54.2
17.0

71.2

0.4
19.7

20.8

40.9

All financial instruments at fair value sit within Level 2 of the fair value hierarchy.

Cash and cash equivalents held by the Group have an original maturity of three months or less. The carrying amount of these assets
approximates to their fair value.

The fair value of the current trade and other receivables and the current trade and other payables approximates to their book value as none
of the balances are interest bearing.

The cumulative amount of gains and losses on effective hedging instruments are held within the cash flow hedge reserve.

140

A.G. BARR p.l.c. Annual Report and Accounts 2020
16 Investment in subsidiaries

Opening investment in subsidiaries
Write off of investment in Findlay’s Limited

Closing investment in subsidiaries

Company

2020
£m

84.1
–

84.1

2019
£m

84.3
(0.2)

84.1

During the year to 26 January 2019 the following dormant subsidiary company was dissolved:

Findlay’s Limited

The principal subsidiaries are as follows:

Principal subsidiary

Principal activity

Funkin Limited
Funkin USA Limited
Rubicon Drinks Limited

Distribution and selling of cocktail solutions
Distribution and selling of cocktail solutions
Manufacture, distribution and selling of soft drinks

Country of
incorporation

England
England
England

Country of
principal
operations

UK
USA
UK

A.G. BARR p.l.c. holds 100% of the equity and votes of the subsidiaries. The subsidiaries have the same year end as A.G. BARR p.l.c.
and have been included in the Group consolidation. The companies listed are the trading subsidiaries. Refer to Note 31 for a full list of
subsidiary companies.

17 Investment in associates
In June 2019 the Group made a £1m investment in Elegantly Spirited Limited acquiring a 20% stake in the business.

The following entities have been included in the consolidated financial statements using the equity method:

Name of entity

Country of incorporation and
principal place of business

Elegantly Spirited Limited

% of ownership interest

Carrying amount

2020
%

2019
%

–

2020
£m

0.9

2019
£m

–

The primary business of Elegantly Spirited Limited is a brand builder, marketing and selling a range of zero proof distilled spirits.
This investment is consistent with our strategy of building a branded portfolio of products across both alcohol and non-alcohol beverages.
The investment is not considered a material associate and therefore disclosures are limited to the section below.

Aggregate information of associates that are not individually material

Carrying amount of individually immaterial associates
Aggregate amounts of the Group’s share of:
Loss from continuing operations

Total comprehensive income

Opening balance at 27 January 2019
Investment made in the period
Share of operating losses

Closing balance at 25 January 2020

2019
£m

–

2020
£m

0.9

(0.1)

£m

–
1.0
(0.1)

0.9

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18 Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents in the table above are included in the cash flow statements.

The credit quality of the holder of the cash at bank is A2 rated (2019: A2 rated).

19 Inventories

Materials
Finished goods

20 Trade and other receivables

Trade receivables
Less: loss allowance

Trade receivables – net
Prepayments
Amounts due by subsidiary companies

Group

Company

2020
£m

10.9

2019
£m

21.8

2020
£m

7.2

2019
£m

17.0

Group

Company

2020
£m

7.3
11.0

18.3

2019
£m

9.6
10.8

20.4

2020
£m

7.3
9.0

16.3

Group

Company

2020
£m

55.4
(0.3)

55.1
2.1
–

57.2

2019
£m

55.1
(0.6)

54.5
3.2
–

57.7

2020
£m

52.1
(0.3)

51.8
1.7
0.5

54.0

2019
£m

9.8
9.6

19.4

2019
£m

52.0
(0.5)

51.5
3.2
2.7

57.4

Trade receivables
The average credit period on sales of goods is 60 days. No interest is charged on outstanding trade receivables.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on
trade receivables are estimated using a provision matrix by reference to past default experience on the debtor and an analysis of the debtor’s
current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the
debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has
recognised a loss allowance of 91.3% against all receivables over 90 days past due in the year because historic experience has indicated that
these receivables are generally not recoverable. In the prior year a 100% loss allowance was made against all receivables over 90 days past
due based on historical experience at that time.

The level of loss allowance has reduced over the year as a result of a reduction in the expected credit loss for more than 90 days and a
reduction in the level of debt outstanding over 90 days.

The Group writes off a trade receivable when there is information that the debtor is in severe financial difficulty and there is no realistic
prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceeding. None of the trade
receivables that have been written off are subject to enforcement activities.

The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical credit loss
experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on
past due status is not further distinguished between the Group’s different customer base. The figures in the table below are exclusive of VAT.

142

A.G. BARR p.l.c. Annual Report and Accounts 2020
The Group’s and Company’s most significant customer, a UK major customer, accounts for £9.0m of the trade receivables carrying amount
at 25 January 2020 (26 January 2019: £8.9m).

Group – 25 January 2020

Expected credit loss rate
Expected total gross carrying amount at default

Lifetime ECL

Group – 26 January 2019

Expected credit loss rate
Expected total gross carrying amount at default

Lifetime ECL

Company – 25 January 2020

Expected credit loss rate
Expected total gross carrying amount at default

Lifetime ECL

Company – 26 January 2019

Expected credit loss rate
Expected total gross carrying amount at default

Lifetime ECL

Not past due
£m

0.2%
43.1

0.1

Not past due
£m

0.2%
44.9

0.1

Not past due
£m

0.2%
42.3

0.1

Not past due
£m

0.2%
42.1

0.1

<30
£m

0.8%
2.1

–

<30
£m

4.1%
0.2

–

<30
£m

3.6%
0.4

–

Trade receivables – days past due

31 – 60
£m

8.7%
0.5

–

61 – 90
£m

3.9%
–

–

>90
£m

91.3%
0.2

0.2

Trade receivables – days past due

31 – 60
£m

55.8%
0.1

–

61 – 90
£m

90.3%
–

>90
£m

100.0%
0.5

–

0.5

0.6

Trade receivables – days past due

31 – 60
£m

66.7%
–

–

61 – 90
£m

89.2%
–

–

>90
£m

95.5%
0.2

0.2

Trade receivables – days past due

<30
£m

4.1%
0.1

–

31 – 60
£m

55.8%
–

–

61 – 90
£m

90.3%
–

>90
£m

100.0%
0.4

–

0.4

0.5

Total
£m

0.3

Total
£m

0.3

Total
£m

The Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. The Group determines the expected
credit losses on these items using a provision matrix, estimated based on historical credit loss experience based on the past due status of the
debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit risk profile
of these assets is presented based on their past due status in terms of the provision matrix.

The maximum exposure for both the Group and the Company to credit risk for trade receivables at the reporting date by type of
customer was:

Other customers
Direct sales customers

Total

Group

Company

2020
£m

52.5
2.9

55.4

2019
£m

52.3
2.8

55.1

2020
£m

49.2
2.9

52.1

The carrying amount of the Group and Company’s external trade and other receivables are denominated in the following currencies:

UK Sterling
Euro
US Dollar

Group

Company

2020
£m

56.3
0.8
0.1

57.2

2019
£m

56.8
0.9
–

57.7

2020
£m

53.3
0.7
–

54.0

2019
£m

49.2
2.8

52.0

2019
£m

53.8
0.9
–

54.7

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21 Loans and other borrowings

Current
Lease liabilities*
Non-current
Lease liabilities*

Total borrowings

See Note 1 for details about the impact of IFRS 16.

All of the Group’s borrowings are denominated in UK Sterling.

Group

Company

2020
£m

3.2

4.7

7.9

2019
£m

–

2020
£m

4.3

22.2

26.5

2019
£m

1.3

18.4

19.7

During the year to 27 January 2018 the Group entered into three revolving credit facilities over periods of 3-5 years with Royal Bank of
Scotland plc, Bank of Scotland plc and HSBC Bank plc. These facilities provide £60m of sterling debt facilities to February 2020, reducing
to £20m from February 2020 to February 2022. The Group reached agreement with its lenders, on 18 March 2019 to extend those facilities,
due to expire in 2020 and 2022, to 2022 and 2024. Further, in March 2020 the Group reached agreement to extend the facility due to expire
in 2024 to 2025. These facilities are on the same terms and quantum as currently enjoyed by the Group. Details are included in Note 32.

A total arrangement fee of £0.2m was incurred and is being amortised over the life of the loan facilities.

The amortisation charge is included in the finance costs line in the income statement.

During the year to 26 January 2014 certain property assets were transferred into A.G. BARR Scottish Limited Partnership and are being leased
back to the Company under a 21 year lease agreement. Further details are included within Note 26.

The maturity analysis of the lease liabilities are shown in the table below:

Group
Lease liabilities
2020
£m

Company
Lease liabilities
2020
£m

3.4
2.9
1.4
0.3
0.1
–

8.1

(0.2)

7.9

4.5
4.1
2.6
1.7
1.6
18.4

32.9

(6.4)

26.5

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
Later than five years

Less: Unearned interest

144

A.G. BARR p.l.c. Annual Report and Accounts 2020
Lease liability payable within one year

Current loans and other borrowings disclosed in the statement

of financial position

Lease liability payable after more than one year

Non-current loans and other borrowings disclosed in the statement

of financial position

The movements in the Group borrowings are analysed as follows:

Opening borrowings balance
Adjustment on transition to IFRS 16
Net lease movements
Borrowings made
Repayments of borrowings

Closing borrowings balance

Reconciliation to net funds:

Closing borrowings balance
Cash and cash equivalents (Note 18)

Net funds

The undrawn facilities at 25 January 2020 were as follows:

Revolving credit facility – three years, expires February 2022
Revolving credit facility – three years, expires February 2022
Revolving credit facility – five years, expires February 2024
Overdraft

Group

Company

2020
£m

3.2

Group

2020
£m

4.7

2019
£m

–

2019
£m

–

2020
£m

4.3

Company

2020
£m

22.2

2020
£m

–
9.4
(1.5)
29.5
(29.5)

7.9

2020
£m

(7.9)
10.9

3.0

2019
£m

1.3

2019
£m

18.4

2019
£m

–
–
–
21.0
(21.0)

–

2019
£m

–
21.8

21.8

Total facility
£m

Drawn
£m

Undrawn
£m

20.0
20.0
20.0
5.0

65.0

–
–
–
–

–

20.0
20.0
20.0
5.0

65.0

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N O T E S T O T H E A C C O U N T S C O N T I N U E D

21 Loans and other borrowings continued
The undrawn facilities as at 26 January 2019 were as follows:

Revolving credit facility – three years, expires February 2020
Revolving credit facility – three years, expires February 2020
Revolving credit facility – five years, expires February 2022
Overdraft

Total facility
£m

Drawn
£m

Undrawn
£m

20.0
20.0
20.0
5.0

65.0

–
–
–
–

–

20.0
20.0
20.0
5.0

65.0

At 26 January 2019, the Group leased various plant and equipment with a carrying amount of less than £0.1m under finance leases expiring
within one year. Finance leases were included within borrowings until 26 January 2019, but were reclassified to lease liabilities on 27 January
2019 in the process of adopting the new leasing standard. See Note 1 for further information about the change in accounting policy
for leases.

The Group leased certain IT assets under a finance lease agreement. The lease term was 5 years.

The gross value of finance lease liabilities for the Company is as follows:

Gross ﬁnance lease liabilities– minimum lease payments:
Less than one year
Two to five years
Later than five years

Future finance charges on finance lease liabilities

Present value of finance lease liabilities

The present value of finance lease liabilities for the Company is as follows:

Less than one year
Two to five years
Later than five years

2020
£m

–
–
–

–
–

–

2020
£m

–
–
–

–

2019
£m

1.3
5.6
20.3

27.2
(7.5)

19.7

2019
£m

1.3
5.1
13.3

19.7

At 26 January 2019, the Company leased various property, plant and equipment with a carrying amount of £19.7m under finance leases
expiring as above. Finance leases were included within borrowings until 26 January 2019, but were reclassified to lease liabilities on
27 January 2019 in the process of adopting the new leasing standard. See Note 1 for further information about the change in accounting
policy for leases.

As well as the IT assets noted within the Group, the Company leases certain property assets under a lease agreement. The lease term is
20 years and further details can be found within Note 26.

146

A.G. BARR p.l.c. Annual Report and Accounts 2020
22 Trade and other payables

Trade payables
Other taxes and social security costs
Accruals
Amounts due to subsidiary companies

Non-current
Current

Group

Company

2020
£m

14.3
7.9
30.2
–

52.4

–
52.4

52.4

2019
£m

20.2
6.2
30.5
–

56.9

–
56.9

56.9

2020
£m

12.9
7.9
28.8
4.7

54.3

–
54.3

54.3

2019
£m

18.4
6.2
28.9
2.4

55.9

–
55.9

55.9

The tables below analyse the Group and Company’s financial liabilities into the relevant maturity groupings based on the remaining period
to the contractual maturity date as at the statement of financial position date. The amounts disclosed in the table below are the contractual
undiscounted cash flows:

Group
As at 25 January 2020

0 to 6 months

As at 26 January 2019

0 to 6 months

Trade payables
£m

14.3

Financial
instruments
£m

–

Finance lease
liabilities
£m

Trade payables
£m

Financial
instruments
£m

–

20.2

–

Total
£m

14.3

Total
£m

20.2

As trade payables are not interest bearing, their fair value is taken to be the book value.

Disclosures relating to borrowings are included in Note 21.

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N O T E S T O T H E A C C O U N T S C O N T I N U E D

22 Trade and other payables continued

Company
At 25 January 2020

0 to 6 months

At 26 January 2019

0 to 6 months
7 to 12 months
1 to 2 years
2 to 5 years
5+ years

Trade payables
£m

12.9

Financial
instruments
£m

4.7

Finance lease
liabilities
£m

Trade payables
£m

Financial
instruments
£m

0.7
0.6
1.3
4.3
20.3

27.2

18.2
–
–
–
–

18.2

2.4
–
–
–
–

2.4

Total
£m

17.6

Total
£m

21.3
0.6
1.3
4.3
20.3

47.8

As trade payables are not interest bearing, their fair value is taken to be the book value.

Disclosures relating to borrowings are included in Note 21.

The table below details changes in the Group and Company’s liabilities arising from financing activities, including both cash and non-cash
changes.

Group

Lease liabilities (Note 14)

Total liabilities from financing activities

Refer to Note 1.

23 Provisions

Group and Company

Opening provision
Provision created during the year
Provision utilised during the year

Closing provision

26 January
2019
£m

IFRS 16
adjustment
£m

Restated
26 January
2019*
£m

Financing
cash flows
£m

Fair value
hedges
£m

25 January
2020
£m

–

9.4

(1.5)

–

7.9

2020
£m

0.4
1.4
(0.6)

1.2

2019
£m

0.4
0.2
(0.2)

0.4

The closing provision relates to simplification and standardisation of operations and redundancy costs for business reorganisation and
restructure as disclosed in Note 7 together with an obligation for substantial repairs.

The prior year closing provision related to redundancy costs together with a provision for a manufacturing asset review. The redundancy
costs result from the business reorganisation that took place in the year ended 27 January 2018. This was originally planned to be utilised
in the year ended 26 January 2019 but completed in the current year.

148

A.G. BARR p.l.c. Annual Report and Accounts 2020
24 Deferred tax assets and liabilities

Group

At 27 January 2018
(Charge)/credit to the income

statement (Note 9)

Charge to other comprehensive

income

Transfer between asset and liability

categories

Charge to other reserves

At 26 January 2019

Charge to the income
statement (Note 9)

Charge to other comprehensive

income

Transfer between asset and liability

categories

Credit to other reserves

At 25 January 2020

Company

At 27 January 2018
(Charge)/credit to the income

statement

Charge to other comprehensive

income

Transfer between asset and liability

categories

Charge to other reserves

At 26 January 2019

(Charge)/credit to the income

statement

Charge to other comprehensive

income

Transfer between asset and liability

categories

Credit to other reserves

At 25 January 2020

Retirement
benefit
obligations
£m

Share-
based
payments
£m

Foreign
exchange
contract
hedge
£m

Total
deferred
tax asset
£m

Retirement
benefit
obligations
£m

Share-
based
payments
£m

Cash flow
hedge
£m

Accelerated
tax
depreciation
£m

Total
deferred
tax liability
£m

Net
deferred
tax liability
£m

–

–
–

–

–
–

–

0.1
–

0.1

–

(0.1)

–
–

–

0.1

(0.9)

(0.1)

–

–
–

0.1

–

–
–

0.1

–

0.1
–

0.2

(0.2)

0.1

(0.1)

–

–
–

(1.2)

(0.1)
0.1

–

(0.3)

(0.1)

(0.2)

–

–
–

0.1

–
–

(1.7)

–
(0.2)

(0.3)

–

–
–

–

–
–

–

(12.2)

(13.2)

(13.1)

(0.1)

(0.2)

–

–
–

(0.1)

(0.1)
0.1

(0.1)

–
0.1

(12.3)

(13.5)

(13.3)

(0.3)

(0.7)

–

–
–

(0.2)

(0.3)

–
(0.2)

(12.6)

(14.6)

(14.5)

Retirement
benefit
obligations
£m

Share-
based
payments
£m

Foreign
exchange
contract
hedge
£m

Total
deferred
tax asset
£m

Retirement
benefit
obligations
£m

Share-
based
payments
£m

Cash flow
hedge
£m

Accelerated
tax
depreciation
£m

Total
deferred
tax liability
£m

Net
deferred
tax liability
£m

–

–
–

–

–
–

–

0.1
–

0.1

–

(0.1)

–
–

–

0.1

(0.9)

(0.1)

–

–
–

0.1

–

–
–

0.1

–

0.1
–

0.2

(0.2)

0.1

(0.1)

–

–
–

(1.2)

(0.1)
0.1

–

(0.3)

(0.1)

(0.2)

–

–
–

0.1

–
–

(1.7)

–
(0.2)

(0.3)

–

–
–

–

–
–

–

(3.6)

(4.6)

(4.5)

(0.2)

(0.3)

–

–
–

(3.8)

(0.1)

(0.1)
0.1

(5.0)

–
0.1

(4.8)

(0.2)

(0.6)

–

–
–

(4.0)

(0.2)

(0.3)

–
(0.2)

(6.0)

–
(0.2)

(5.9)

No deferred tax asset is recognised in the statement of financial position for unused capital losses within the Company of £4.0m (2019: £4.0m).

As announced in the Spring Budget on 11 March 2020, the main rate of corporation tax will now remain at 19% from 1 April 2020 rather than
reduce to 17%. This change in rate was announced after the balance sheet date therefore it is a non-adjusting event. If the deferred tax liability
was recalculated using the 19% rate this would result in a £1.7m additional deferred tax charge.

149

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25 Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate
risk and price risk), credit risk and liquidity risk. The Board has delegated its responsibility for the Group’s overall financial risk programme to the
Treasury and Commodity Committee; this risk programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Financial risk management is carried out in accordance with policies approved by the Board of directors. Management identifies, evaluates and
manages financial risks in close cooperation with the Group’s business units. The Board provides guidance on overall market risk management,
including use of derivative financial instruments and investment of excess liquidity.

In addition the Treasury and Commodity Committee deals with a range of other treasury matters, details of which are provided in the Corporate
Governance Report.

Market risk
Foreign exchange risk
The Group operates internationally. The Group primarily buys and sells in sterling but does make purchases and sales denominated in US dollars
and euros. Due to the hedging arrangements that have been in place for the year ended 25 January 2020, if sterling had weakened/
strengthened by 10% against the US dollar or euro, with all other variables held constant, there would have been an immaterial effect on
post-tax profit (year ended 26 January 2019: immaterial impact on post-tax profit).

The Group periodically enters into option contracts to purchase foreign currencies for known purchases where the value and volume of
trading purchases is known. The Treasury and Commodity Committee assesses whether hedge accounting should be applied for each forward
option contract.

Price risk
The Group is not exposed to equity securities price risk because no such investments are held by the Group other than within Pension
Scheme assets.

The Group purchases a wide range of commodities in the ordinary course of business. Exposure to changes in the market price of certain of
these commodities, including sugar, plastic, aluminium and mango, is managed through the use of forward physical supply contracts, primarily
to convert floating or indexed prices to fixed prices. The use of such contracts to hedge commodity exposures is governed by the Group’s
risk policies and is continually monitored by the Treasury and Commodity Committee. Commodity derivatives also provide a way to meet
customers’ pricing requirements whilst achieving a price structure consistent with the Group’s overall pricing strategy.

All of the Group’s commodity derivatives are treated as “own use” contracts, which are outside the scope of IFRS 9, since they are both entered
into, and continue to be held, for the purposes of the Group’s ordinary operations, and are not net settled (the Group takes physical delivery
of the commodity concerned). “Own use” contracts do not require accounting entries until the commodity purchase actually crystallises.

The majority of the Group’s forward physical contracts and commodity derivatives have original maturities of less than one year.

As all of the commodity contracts qualify for the “own use” treatment, no sensitivity analysis has been carried out.

Cash flow and fair value interest rate risk
As the Group has no significant interest-bearing assets, the Group’s income and operating cash inflows are substantially independent of
changes in market interest rates.

The Group’s interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest
rate risk, which is partially offset by cash held at variable rates.

For the year ended 25 January 2020, if interest rates on sterling-denominated borrowings at that date had been 0.5% higher/lower, with all other
variables held constant, there would have been an immaterial change in the post-tax profit for the year (year ended 26 January 2019: immaterial
impact on post-tax profit).

150

A.G. BARR p.l.c. Annual Report and Accounts 2020Credit risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions,
as well as credit exposures to major and direct to store customers, including outstanding receivables and committed transactions.

For banks and financial institutions, only independently rated parties with a minimum rating of “A” are accepted. If major customers are
independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control processes assess the credit quality of the
customer, taking into account its financial position, past experience and other factors. Individual risk limits are set by senior management based
on internal or external ratings. The utilisation of credit limits is regularly monitored. Sales to direct to store customers are largely settled in cash
in order to manage credit risk from smaller, independent stores.

Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate
amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business,
the Group maintains flexibility in funding by maintaining sufficient cash reserves and the availability of borrowing facilities.

Management monitors rolling forecasts of the Group’s liquidity reserve (which comprises undrawn borrowing facilities and cash and cash
equivalents) on the basis of expected cash flows. This is carried out at a Group level and involves projecting forward cash flows and considering
the level of liquid assets necessary to meet excesses of expenditure relative to income.

A liquidity analysis is included in Note 22.

Capital risk management
The Group defines “capital” as being net debt plus equity.

The Group’s objective when managing capital is to maintain an appropriate capital structure to balance the needs of the Group, whilst operating
within its bank covenants.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group has a number of options available to it, including modifying dividend payments to shareholders, returning capital
to shareholders or issuing new shares. In this way, the Group balances returns to shareholders between long-term growth and current returns
whilst maintaining capital discipline in relation to investing activities and taking any necessary action on costs to respond to the
current environment.

The Group monitors existing equity in issuance on the basis of the net debt/EBITDA (before exceptional items) ratio. Net debt is calculated as
being the net of cash and cash equivalents, interest-bearing loans and borrowings. The net debt position is discussed in the Financial Review
on pages 36 to 41. The net debt/EBITDA (before exceptional items) ratio enables the Group to plan its capital requirements in the medium-term.
The Group uses this measure to provide useful information to financial institutions and investors. The Group believes that the current net
debt/EBITDA (before exceptional items) ratio together with existing shares in issuance provides a secure capital structure with a strong level
of financial flexibility to enable the Group to take advantage of opportunities that may arise.

For the year ended 25 January 2020, there was a net cash surplus of £3.0m (year ended 26 January 2019: net cash surplus of £21.8m) with cash
and cash equivalent balances of £10.9m (year ended 26 January 2019: net cash surplus of £21.8m).

The Group monitors capital efficiency on the basis of the return on capital employed ratio (“ROCE”). In the financial year ended 25 January
2020, ROCE remained strong at 16.1% (2019: 21.0%) and would have been 16.7% pre IFRS 16.

151

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26 Retirement benefit obligations
During the year the Company operated two pension schemes, the A.G. BARR p.l.c. (2005) Defined Contribution Scheme and the A.G. BARR
p.l.c. (2008) Pension and Life Assurance Scheme. The latter is a funded defined benefit scheme based on final salary which also includes
a defined contribution section for the pension provision of the new executive entrants. Under the defined benefit scheme, the employees
are entitled to retirement benefits based on final pensionable pay. No other post-retirement benefits are provided.

Defined benefit scheme: actuarial valuation
The assets of the schemes are held separately from those of the Company and are invested in managed funds. A full valuation of the defined
benefit scheme was conducted as at 5 April 2017 using the attained age method and a deficit of £4.8m was determined at that date.

The defined benefit scheme exposes the Group to actuarial risks such as longevity risk, interest rate risk and market investment risk.

Responsibility for governance of the plans, including investment decisions and contribution schedules, lies jointly with the Company and the
board of trustees. The board of trustees is composed of representatives from the Company scheme members as set out in the plan’s rules.

Defined benefit scheme: IAS 19 information
The full actuarial valuation carried out at 5 April 2017 was updated to 25 January 2020 by a qualified independent actuary.

The valuation used for the defined benefit schemes has been based on market conditions as at the Company year end.

The amounts recognised in the statement of financial position are as follows:

Group and Company

Present value of funded obligations

Fair value of scheme assets

Deficit recognised under IAS 19

Company contribution made to pension scheme in the year to 26 January 2014

(Deficit)/surplus recognised in the statement of financial position

The movement in the defined benefit obligation over the year is as follows:

Group and Company

At 26 January 2019

Current service cost
Interest income/(expense)

Total cost recognised in income statement

Remeasurements
– changes in demographic assumptions
– changes in financial assumptions
– experience
– actuarial return on assets excluding amounts recognised in net interest

Total remeasurements recognised in other comprehensive income

Cashflows
Employer contributions
Benefits paid

Total cash outflow

At 25 January 2020

152

Group

Company

2020
£m

(127.3)

116.8

(10.5)

–

(10.5)

2019
£m

(115.1)

101.6

(13.5)

–

(13.5)

2020
£m

(127.3)

116.8

(10.5)

17.5

7.0

Fair value of
plan assets
£m

Present value
of obligation
£m

101.6

(115.1)

–
2.7

2.7

–
–
–
16.4

16.4

2.3
(6.2)

(3.9)

(0.2)
(3.0)

(3.2)

1.7
(17.7)
0.8
–

(15.2)

–
6.2

6.2

2019
£m

(115.1)

101.6

(13.5)

18.0

4.5

Total
£m

(13.5)

(0.2)
(0.3)

(0.5)

1.7
(17.7)
0.8
16.4

1.2

2.3
–

2.3

116.8

(127.3)

(10.5)

A.G. BARR p.l.c. Annual Report and Accounts 2020This table excludes the Company contribution made to the pension scheme through the asset backed funding arrangement as described
below and reconciled in the table above.

On 1 May 2016 the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme was closed to future accrual following a negotiated agreement
between the Company and the board of Trustees.

The company made a £1.0m contribution to the scheme in May 2016, 2017, 2018, and 2019 and will make a further contribution of £1.0m
in May 2020.

The movement in the defined benefit obligation in the year to 26 January 2019 was as follows:

Group and Company

At 27 January 2018

Current service cost
Past service cost
Interest income/(expense)

Total cost recognised in income statement

Remeasurements
– changes in demographic assumptions
– changes in financial assumptions
– actuarial return on assets excluding amounts recognised in net interest

Total remeasurements recognised in other comprehensive income

Cashflows
Employer contributions
Benefits paid

Total cash outflow

At 26 January 2019

Fair value of
plan assets
£m

Present value
of obligation
£m

105.3

(120.5)

–
–
2.7

2.7

–
–
(2.4)

(2.4)

2.3
(6.3)

(4.0)

(0.1)
(0.7)
(3.1)

(3.9)

0.7
2.3
–

3.0

–
6.3

6.3

Total
£m

(15.2)

(0.1)
(0.7)
(0.4)

(1.2)

0.7
2.3
(2.4)

0.6

2.3
–

2.3

101.6

(115.1)

(13.5)

In the year to 26 January 2019 an exceptional charge of £0.7m was included for the past service cost in respect of the equalisation of guaranteed
minimum pensions (“GMP”) benefits. This related to a 26 October 2018 High Court judgement involving Lloyds Banking Group’s defined benefit
pension schemes. The judgement concluded that the schemes should equalise pension benefits for men and women in relation to GMP benefits.
The judgement has implications for many pension schemes, including the A.G. Barr defined benefit schemes. The £0.7m expense reflected the
best estimate of the effect on our reported pension liabilities. This remains our best estimate for the year to 25 January 2020.

This table excludes the Company contribution made to the pension scheme through the asset backed funding arrangement as described
below and reconciled in the table above.

Asset backed funding arrangement
During the year to 26 January 2014 the Company established the A.G. BARR Scottish Limited Partnership (the “Partnership”) and through the
Partnership has entered into a long-term pension funding arrangement with the Pension Scheme.

Under this arrangement certain property assets were transferred into the Partnership and are being leased back to A.G. BARR p.l.c. under a
21 year lease agreement, generating an income stream of £1.1m per annum for the pension scheme, increasing annually in line with inflation.

The Partnership is controlled by A.G. BARR p.l.c. and its results are consolidated by the Group. The value of the properties transferred into
the Partnership remains included on the Group’s and Company’s balance sheet at carrying values at the date of transfer with the Group and
Company retaining full operational control over these properties.

At the end of the term of the relevant lease, or earlier if the Scheme becomes fully funded to the extent that the members’ benefits can be
secured with an insurance company, the Company has the option to repurchase the properties in the Partnership for an agreed fixed price.

153

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26 Retirement benefit obligations continued
A “structured entity” is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls
the entity, such as when any voting rights relate only to administrative tasks and the relevant activities are directed by means of contractual
arrangements. As outlined above, during a prior year, certain freehold properties were transferred to a limited partnership (a structured entity)
established by the Group, the main purpose of which is to lease these properties to a Group company and, as a result, to provide the Group’s
pension scheme with a distribution of profits in the Partnership.

The distribution is subject to discretion exercisable by the Group in certain circumstances however, given that the Group has the ability to
control the limited partnership by making an additional contribution into the Scheme, it is the view of the directors that the Group controls
the limited partnership and therefore it is treated as a consolidated entity.

The carrying value of the properties sold to the Partnership and leased back to the Company remain included on the Group’s and Company’s
balance sheet and continued to be depreciated in line with the Group’s and Company’s accounting policies with the Group and Company
retaining full operational control over these properties.

The Group has taken advantage of the exemption conferred by Regulation 7 of the Partnerships (Accounts) Regulations 2008 and has,
therefore, not appended the accounts of this qualifying partnership to these financial statements. Separate accounts for the Partnership
are not required to be, and have not been, filed at UK Companies House.

As part of the funding arrangement the Company made a one off payment to the Pension Scheme of £20.4m to allow it to invest in the
Partnership and in prior years this has been treated as a reduction in the carrying value of the retirement benefit obligation.

As the Partnership results are consolidated within the Group results no balances are recognised in the consolidated statement of
financial position.

Financial assumptions

Discount rate
Inflation assumption

Mortality assumptions

Average future life expectancy (in years) for a male pensioner aged 65
Average future life expectancy (in years) for a female pensioner aged 65
Average future life expectancy (in years) at age 65 for a male non-pensioner aged 45
Average future life expectancy (in years) at age 65 for a female non-pensioner aged 45

2020

1.7%
3.0%

2019

2.7%
3.4%

2020

2019

23
24
24
26

23
25
25
27

The mortality tables adopted in finalising the fair value of the liabilities are the 2016 VITA tables based on the member’s year of birth.
This assumes that the expected age at death for males is 88 to 89 and for females is 89 to 91 depending on their age at 25 January 2020.

The fair value of scheme assets at the year end dates is analysed as follows:

2020

2019

Quoted*
£m

Unquoted
£m

Quoted*
£m

Unquoted
£m

29.1
21.4
7.1
–
–

57.6

–
–
–
4.4
54.8

59.2

29.7
24.8
8.1
–
–

62.6

–
–
–
8.2
30.8

39.0

Equities
Bonds
Debt
Cash
Buy-in policy

Total market value of scheme assets

* Quoted prices for identical assets or liabilities in active markets.

154

A.G. BARR p.l.c. Annual Report and Accounts 2020Sensitivity review
The sensitivity of the overall pension liability to changes in the principal assumptions is:

Year ended 25 January 2020

Change in assumption

Impact on overall liabilities

Discount rate
Rate of inflation
Life expectancy

Increase/decrease by 0.5%
Increase/decrease by 0.5%
Increase/decrease by 1 year

Decreases/increases liabilities by £12.5m
Increases/decreases liabilities by £5.1m
Increases/decreases liabilities by £4.7m

Year ended 26 January 2019

Change in assumption

Impact on overall liabilities

Discount rate
Rate of inflation
Life expectancy

Increase/decrease by 0.5%
Increase/decrease by 0.5%
Increase/decrease by 1 year

Decreases/increases liabilities by £10.8m
Increases/decreases liabilities by £3.8m
Increases/decreases liabilities by £4.6m

Methods and assumptions used in preparing the sensitivity analyses
The sensitivities disclosed were calculated using approximate methods taking into account the duration of the Scheme’s liabilities. They have
been calculated consistently with last period’s disclosures, however these change over time with financial conditions and assumptions.

Risks to which the Scheme exposes the Company
The nature of the Scheme exposes the Company to the risk of paying unanticipated additional contributions to the Scheme in times of adverse
experience. The most financially significant risks are likely to be:

– Asset volatility
The Scheme’s liabilities are calculated using a discount rate set with reference to corporate bond yields in line with the requirements of IAS 19R.
If the Scheme assets underperform this yield, this will create a deficit. The plan holds investments in a portfolio of equity and bonds which are
expected to outperform corporate bonds in the long-term but provide volatility and risk in the short-term.

The Trustees have made a number of steps to control the level of investment risk within the Scheme. The Trustee and the Company agreed in
April 2016 to purchase an annuity policy with Canada Life to cover all future pension payments to certain members of the Scheme. This policy
was purchased at a cost of £34.7m and secures the total amount of future pension payments for 100 of the Scheme’s pensioner members.
A second annuity contract was purchased with Canada Life in September 2019 at a cost of £22.7m and secures the total amount of future
pension payments for 82 of the Scheme’s pensioner members. The Trustees will continue to review the risk exposures in light of the longer
term objectives of the Scheme.

– Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities. In the event of a reduction in the corporate bond yields there will be an increase
in the value of the Scheme’s bond holdings.

– Inflation risk
The Group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. The majority of the Scheme’s assets are
either unaffected by inflation (fixed interest bonds) or loosely correlated with inflation (equities), meaning that an increase in inflation will also
increase the deficit.

– Life expectancy
The Scheme’s obligation is to provide benefits for the life of the members. An increase in life expectancy will result in an increase in the
Scheme’s liabilities.

Policy for recognising gains and losses
The Company recognises actuarial gains and losses immediately, through the remeasurement of the net defined benefit liability.

155

AccountsStrategic ReportCorporate GovernanceN O T E S T O T H E A C C O U N T S C O N T I N U E D

26 Retirement benefit obligations continued
Asset-liability matching strategies used by the Scheme or the Company
The Scheme does not currently use any specific asset-liability matching strategies. The Trustees’ current investment strategy, having consulted
with the Company, is to invest c.40% of the Scheme’s assets in a mix of equities and diversifying return seeking assets, with the balance in long
dated gilts and corporate bonds, in order to strike a balance between:
– maximising the returns on the Scheme’s assets; and
– minimising the risks associated with the lower than expected returns on the Scheme’s assets.

Description of funding arrangements and funding policy that affect future contributions
The Schedule of Contributions dated March 2018 sets out the current contributions payable by the Company to the Scheme to eliminate the
Scheme deficit. This is in addition to the rental income stream from the asset backed funding arrangement which is a commitment which will
offset the requirement for future deficit contributions.

Expected contributions over the next accounting period
A.G. BARR p.l.c. expects to contribute £1.0m to the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme for the year to 30 January 2021
in respect of commitments in relation to the Schedule of Contributions, and the Scheme expects to receive further contributions of
approximately £1.3m from the asset backed funding arrangement in which the Scheme holds an interest.

The weighted average duration of the defined benefit obligation is 18 years.

The expected maturity analysis of the undiscounted defined benefit pension benefit, estimated on the Scheme’s funding is as follows:

Proportion of total pension benefits to be paid as at 5 April 2019
Proportion of total pension benefits to be paid as at 5 April 2018

Less than
one year

One to

two years

Two to

five years

Greater than
five years

2%
1%

2%
2%

5%
5%

91%
92%

Note the above disclosure is given as at the date of the last signed financial statements for the A.G. BARR p.l.c. (2008) Pension and Life
Assurance Scheme, and for the comparative year.

Defined contribution scheme
The pension costs for the defined contribution schemes are as follows:

Defined contribution costs

27 Share capital

Group and Company

Authorised, issued and fully paid

2020
£m

3.8

2020

112,028,871

2019

113,944,643

£m

4.7

2019
£m

3.8

£m

4.7

The Company has one class of ordinary shares which carry no right to fixed income. The shares have a nominal value of 4 1/6p.

During the year to 25 January 2020 the Company’s employee benefit trusts purchased 191,794 (2019: 81,774) shares. The total amount paid
to acquire the shares has been deducted from shareholders’ equity and is included within retained earnings. At 25 January 2020 the shares held
by the Company’s employee benefit trusts represented 844,151 (2019: 804,843) shares at a purchased cost of £5.1m (2019: £4.8m).

156

A.G. BARR p.l.c. Annual Report and Accounts 2020Share repurchase programme
During the year ended 27 January 2018 the Group commenced a share repurchase programme of up to £30m, which was expected to
complete within 24 months of initiation and completed this year. In the year ended 25 January 2020 a total of 1,915,772 shares (2019: 1,497,635)
have been repurchased and cancelled, at a cost of £11.5m (2019: £10.3m). The permanent capital has been replaced through the creation of
a Capital Redemption Reserve, which is included in “Other reserves” within equity. The nominal value of the shares repurchased at 25 January
2020 is £79,824.

The cash flow hedge reserve is also included in “Other reserves” in equity and records the effective portion of movements in the fair value
of forward foreign exchange contracts that have been designated as part of a cash flow hedge relationship.

The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses.

28 Share-based payments
As disclosed in the Directors’ Remuneration Report the Group runs a number of share award plans and share option plans:
– Savings Related Share Option Scheme which is open to all employees
– LTIP and ESOS options which are granted to directors
– AESOP awards that are available to all employees

Share-based payment costs and related deferred and current tax charges are recognised within the share option reserve.

Savings Related Share Option Scheme (“SAYE”)
All SAYEs outstanding at 25 January 2020 and 26 January 2019 have no performance criteria attached other than the requirement for the
employee to remain in the employment of the Company and to continue contributing to the plan. Options granted under the SAYE must
be exercised within six months of the relevant award vesting date.

The SAYE is open to all qualifying employees in employment at the date of inception of the scheme. Options are normally exercisable after
three or five years from the date of grant. The price at which options are offered is not less than 80% of the average of the middle-market
price of the five dealing days immediately preceding the date of invitation.

The movements in the number of share options outstanding and their related weighted average exercise prices determined using the
Black-Scholes valuation model are as follows:

At start of the year
Granted in the year
Forfeited
Exercised

At end of the year

2020

2019

Average exercise
price in pence per
share

585p
745p
623p
567p

610p

Options

688,179
137,630
(94,064)
(5,378)

726,367

Average exercise
price in pence per
share

563p
620p
581p
480p

585p

Options

522,690
245,041
(53,517)
(26,035)

688,179

The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model.
The significant inputs to the model were as follows:

Date of grant

Number of share awards granted
Share price at date of grant
Contractual life in years
Dividend yield
Expected outcome of meeting performance criteria (at grant date)

Fair value determined at grant date

SAYE
21 May 2019

137,630
928p
3
1.99%
70%

190p

157

AccountsStrategic ReportCorporate Governance
N O T E S T O T H E A C C O U N T S C O N T I N U E D

28 Share-based payments continued
None of the options listed above were exercisable at the respective year end dates. The outstanding options at the year end had exercise
prices of £5.67, £6.20 and £7.45 (2019: £5.67 and £6.20).

The weighted average share price on the dates that options were exercised in the year to 25 January 2020 was £7.19.

The weighted average remaining contractual life of the outstanding share options at the year end is 2 years (2019: 2 years).

LTIP/ESOS
During the year, an award of shares was made to the executive directors as disclosed in the Directors’ Remuneration Report.

The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model.
The significant inputs to the model were as follows:

Date of grant

Number of share awards granted
Share price at date of grant
Contractual life in years
Dividend yield
Expected outcome of meeting performance criteria (at grant date)

Fair value determined at grant date

LTIP
4 April 2019

ESOS
4 April 2019

187,693
812p
3
2.02%
50%

764p

2,222
812p
3
2.02%
50%

80p

AESOP
As described in the Directors’ Remuneration Report, there are two elements to the AESOP.

The partnership share element provides that for every two shares (year to 26 January 2019: two shares) that a participant purchases in
A.G. BARR p.l.c., up to a maximum contribution of £150 per month, the Company will purchase one matching share. The matching shares
purchased are held in trust in the name of the individual. There are various rules as to the period of time that the shares must be held in trust
but after five years, the shares can be released tax free to the participant.

The second element of free shares allows participants to receive shares to the value of a common percentage of their earnings, related to
the performance of the Group. The maximum value of the annual award is £3,600 and the shares awarded are held in trust for five years.

Under the terms of the AESOP rules, any award of free shares to employees is made by the Trustee of the AESOP subject to the
Company’s consent.

158

A.G. BARR p.l.c. Annual Report and Accounts 202029 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.
Details of transactions between the Company and related parties are as follows:

Rubicon Drinks Limited

Sales of goods and services

Purchase of goods and services

2020
£m

–

2019
£m

–

2020
£m

4.2

2019
£m

4.9

The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries.
In the year to 26 January 2019 new trade terms were agreed between the Company and Rubicon Drinks Limited (“RDL”).

The balances are unsecured and are due on demand. The difference between the total of these balances and the amounts disclosed
as amounts due by (Note 20) and to subsidiary companies (Note 22) are balances due by and due to dormant subsidiary companies.

Amounts owed by related parties

Amounts due to related parties

Rubicon Drinks Limited
Funkin Limited

2020
£m

–
0.5

2019
£m

–
0.4

2020
£m

5.6
–

Compensation of key management personnel
The remuneration of the management directors, non-executive directors, non-management directors and other members of key
management (the Executive Committee) during the year was as follows:

Salaries and short-term benefits
Post employment benefits

2020
£m

3.1
0.5

3.6

2019
£m

2.4
–

2019
£m

5.3
0.5

5.8

The Directors’ Remuneration Report can be found on pages 66 to 95.

Retirement benefit plans
The Group’s retirement benefit plans are administered by an independent third party service provider. During the year the service provider
charged the Group £0.4m (2019: £0.4m) for administration services in respect of the retirement benefit plans. At the year end £nil (2019: £nil)
was outstanding to the service provider on behalf of the retirement benefit plans.

159

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N O T E S T O T H E A C C O U N T S C O N T I N U E D

30 Going concern
The directors are confident that it is appropriate for the going concern basis to be adopted in preparing the financial statements.
The statement of financial position shows consolidated net assets of £208.3m (2019: £209.8m) and the Company has sufficient reserves
to continue making dividend payments.

As discussed in Note 21, the Group has three revolving credit facilities providing £60m of sterling debt facilities.

Refer also to the viability statement on page 47.

31 Subsidiaries
The Group’s subsidiaries at 25 January 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary
shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
The country of incorporation or registration is also their principal place of business.

Name of entity

Place of
business/
country of
incorporation Address

U.K.
Funkin Limited
USA
Funkin USA Limited
Rubicon Drinks Limited
U.K.
A.G. BARR Capital Partner Limited U.K.
A.G. BARR General Partner Limited U.K.
A.G. BARR Pension Trustee Limited U.K.
U.K.
A.G. BARR Scottish Limited

Partnership

Robert Barr Limited
Mandora St Clements Limited
Taut (UK) Limited
Tizer Limited

U.K.
U.K.
U.K.
U.K.

Milton Keynes
Milton Keynes
Milton Keynes
Milton Keynes
Cumbernauld
Cumbernauld
Cumbernauld

Cumbernauld
Milton Keynes
Milton Keynes
Milton Keynes

Ownership interest
held by the Group

2020
%

100
100
100
100
100
100
100

100
100
100
100

2019
%

Principal activities

100 Distribution and selling of cocktail solutions
100 Distribution and selling of cocktail solutions
100 Manufacturing, distribution and selling of exotic soft drinks
100
100
100
100

Investment holding company
Investment holding company
Investment holding company
Investment holding company

100 Non-trading entity
100 Non-trading entity
100 Non-trading entity
100 Non-trading entity

The full address for Cumbernauld is: Westfield House, 4 Mollins Road, Cumbernauld, Scotland, G68 9HD.

The full address for Milton Keynes is: Crossley Drive, Magna Park, Milton Keynes, England, MK17 8FL.

32 Subsequent events
Since the financial year end we have concluded the extension of our banking facilities. Our arrangements are now three revolving credit
facilities – two £20m facilities over a two-year term and one £20m facility over a five-year term. These arrangements provide flexibility for
short-term operational variability. Since the end of the financial year these facilities have been drawn down in full as a contingency measure
in light of the current uncertainty.

As part of the ongoing restructuring programme (Note 7) further announcements, including employee severances, have been made in
relation to Commercial and Supply Chain restructures.

As noted in the Strategic Report on page 15 the circumstances resulting from COVID-19 are creating an unprecedented level of uncertainty
for the UK and beyond. The viability statement on page 47 details the additional work undertaken and factors considered as a result of
COVID-19 and confirms our ability to continue as a viable going concern.

160

A.G. BARR p.l.c. Annual Report and Accounts 2020R E V I E W O F T R A D I N G R E S U L T S

Revenue
Cost of sales

Gross profit
Other income
Distribution costs (including selling costs)
Administration costs

Operating expenses
Operating profit before exceptional items
Exceptional items

Operating profit after exceptional items
Finance income
Finance expense

Net finance expense

Share of results of associates
Profit before tax
Tax on profit

Profit after tax

Earnings per share on issued share capital (pence)

Dividends recognised as an appropriation in the year (pence)

Closing share price (£)

2020
£m

255.7
(149.6)

106.1
–
(42.1)
(25.9)

(68.0)
38.1
–

38.1
–
(0.6)

(0.6)

(0.1)
37.4
(7.6)

29.8

26.60

16.74

5.59

2019
£m

279.0
(156.5)

122.5
–
(49.3)
(27.4)

(76.7)
45.8
(0.7)

45.1
–
(0.6)

(0.6)

–
44.5
(8.7)

35.8

31.42

15.74

7.62

2018
restated
£m

264.1
(146.5)

117.6
–
(45.1)
(27.4)

(72.5)
45.1
0.8

45.9
–
(1.0)

(1.0)

–
44.9
(7.7)

37.2

32.22

14.58

6.29

2017
£m

257.1
(136.4)

120.7
0.7
(57.6)
(20.7)

(77.6)
43.1
0.7

43.8
–
(0.7)

(0.7)

–
43.1
(7.5)

35.6

30.49

13.50

5.02

2016
£m

258.6
(137.5)

121.1
–
(57.3)
(21.7)

(79.0)
42.1
–

42.1
0.1
(0.9)

(0.8)

–
41.3
(7.0)

34.3

29.37

12.37

5.28

161

AccountsStrategic ReportCorporate GovernanceG L O S S A R Y

Non-GAAP measures are provided because they are tracked by management to assess the Group’s operating performance and to inform
financial, strategic and operating decisions.

Definition of non-GAAP measures used are provided below:

Capital expenditure is an non-GAAP measure and is defined as the cash purchases of property, plant and equipment and is disclosed
in the consolidated cash flow statement.

EBITDA is a non-GAAP measure and is defined as operating profit before exceptional items, depreciation and amortisation.

EBITDA margin is a non-GAAP measure and is calculated as EBITDA divided by revenue.

Basic earnings per share before exceptional items is a non-GAAP measure calculated by dividing profit attributable to equity holders before
exceptional items by the weighted average number of shares in issue.

Expansionary capex is a non-GAAP measure and is defined as the purchase of property, plant and equipment that is not the normal
replacement of property, plant and equipment that has come to the end of its useful life. Maintenance capex is a non-GAAP measure and is
defined as the purchase of property, plant and equipment that is the normal replacement of property, plant and equipment that has come to
the end of its useful life. Expansionary capex and maintenance capex add together to the value of purchase of property, plant and equipment
that appears in the consolidated cash flow statement.

Free cash flow is a non-GAAP measure and is defined as the net cash flow as per the cash flow statement excluding the movements
in borrowings, expansionary capex, the net cash flow on the purchase and sale of shares by employee benefit trusts, dividend payments
and non-cash exceptional items.

Full year dividend per share is a non-GAAP measure calculated as the sum of all interim dividends declared during the reporting period
plus any proposed dividend payable in respect of that reporting period.

Gross margin is a non-GAAP measure calculated by dividing gross profit by revenue.

Market capitalisation is a non-GAAP measure and is defined as the closing share price at the end of a reporting period multiplied by the
number of issued and fully paid shares of the Company.

Net cash from operating activities is a GAAP measure and is defined as the cash generated/(used in) the ongoing regular business activities
in the year.

Net funds is a non-GAAP measure and is defined as cash and cash equivalents less lease liabilities.

Operating margin is a non-GAAP measure calculated by dividing operating profit by revenue.

Operating margin before exceptional items is a non-GAAP measure calculated by dividing operating profit before exceptional items
by revenue.

Operating profit before exceptional items is a non-GAAP measure calculated as operating profit less any exceptional items. This figure
appears on the income statement.

Profit before tax and exceptional items is a non-GAAP measure calculated as profit before tax less any exceptional items. This figure
appears on the income statement.

Revenue growth is a non-GAAP measure calculated as the difference in revenue between two reporting periods divided by the revenue
of the earlier reporting period.

Return on capital employed (ROCE) is a non-GAAP measure and is defined as profit before tax and exceptional items as a percentage
of invested capital. Invested capital is a non-GAAP measure defined as period end non-current plus current assets less current liabilities
excluding all balances relating to any provisions, financial instruments, interest-bearing liabilities and cash or cash equivalents.

162

A.G. BARR p.l.c. Annual Report and Accounts 2020R E C O N C I L I A T I O N O F N O N - G A A P M E A S U R E S

Gross margin

Revenue
Reported gross profit

Gross margin

Gross margin before exceptional items

Revenue
Gross profit before exceptional items

Gross margin before exceptional items

Operating margin

Revenue
Reported operating profit

Operating margin

Operating margin before exceptional items

Revenue
Operating profit before exceptional items

Operating margin before exceptional items

EBITDA

Operating profit before exceptional items
Depreciation and amortisation

EBITDA

EBITDA margin

Revenue
EBITDA

EBITDA margin

Expansionary capex

Expansionary capex
Maintenance capex

Capex per cash flow statement

2020
£m

255.7
105.0

41.1%

2020
£m

255.7
106.1

41.5%

2020
£m

255.7
38.1

14.9%

2020
£m

255.7
38.1

14.9%

2020
£m

38.1
13.0

51.1

2020
£m

255.7
51.1

20.0%

2020
£m

0.3
14.5

14.8

2019
£m

279.0
122.5

43.9%

2019
£m

279.0
122.5

43.9%

2019
£m

279.0
45.1

16.2%

2019
£m

279.0
45.8

16.4%

2019
£m

45.8
8.8

54.6

2019
£m

279.0
54.6

19.6%

2019
£m

0.4
8.5

8.9

163

AccountsStrategic ReportCorporate Governance

R E C O N C I L I A T I O N O F N O N - G A A P M E A S U R E S C O N T I N U E D

ROCE

Profit before tax
Exceptional items

Profit before tax and exceptional items

Intangible assets
Property, plant and equipment
Right-of-use assets
Investment in associates
Inventories
Trade and other receivables
Current tax
Trade and other payables
Invested capital

ROCE

2020
£m

37.4
–

37.4

101.8
101.2
7.6
0.9
18.3
57.2
(3.0)
(52.4)
231.6

16.1%

2019
£m

44.5
0.7

45.2

103.1
95.3
–
–
20.4
57.7
(4.0)
(56.9)
215.6

21.0%

164

A.G. BARR p.l.c. Annual Report and Accounts 2020A.G. BARR p.l.c.
Westfield House
4 Mollins Road
Cumbernauld
G68 9HD
Tel: 0330 390 3900

agbarr.co.uk

Auditors
Deloitte LLP
110 Queen Street
Glasgow
G1 3BX

Registered Office
Westfield House
4 Mollins Road
Cumbernauld
G68 9HD

Secretary
Julie A. Barr,
M.A. (Hons.),
L.L.B. (Dip.),
M.B.A.

Registered Number
SC005653

Registrars
Equiniti Ltd
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA