Uniphar plc
Annual Report 2024

Plain-text annual report

Enabling Healthcare Annual Report 2024 Uniphar Plc Annual Report 2024 We Solve Problems For Healthcare We are Uniphar Overview 2 2024 Highlights 3 A Snapshot of Uniphar 6 Our Vision, Mission and Values 7 Investment Case Strategic Review 11 Chairman's Statement 13 Chief Executive’s Report Our Business 17 Uniphar in Brief 18 Market Overview 19 Our Strategy 21 Our Business Model 23 Key Performance Indicators Review of the Year 25 Financial Review 29 Uniphar Medtech 31 Uniphar Pharma 33 Uniphar Supply Chain & Retail 35 People and Culture 37 Sustainability Report 57 Risk Management Governance 64 Company Information 65 Board of Directors 67 Corporate Governance Report 79 Audit, Risk and Compliance Committee Report 85 Nominations, Governance and Sustainability Committee Report 89 Remuneration Committee Report 102 Directors’ Report Financial Statements 111 Independent Auditors’ Report 119 Group Income Statement 120 Group Statement of Comprehensive Income 121 Group Balance Sheet 122 Company Balance Sheet 123 Group Statement of Changes in Equity 124 Company Statement of Changes in Equity 125 Group Cash Flow Statement 126 Company Cash Flow Statement 127 Accounting Policies 140 Notes to the Financial Statements 198 Alternative Performance Measures 203 Glossary of Terms At Uniphar, as a diversifi ed international healthcare services provider, we solve problems by fi nding innovative solutions to the challenges faced by our clients and customers around the world. We aim to make a meaningful impact on the lives of patients, as a successful, growing company with over 3,500 colleagues located around the world. The Group delivered a strong performance in 2024 while continuing to invest for future growth. 2 @ Financial Review Page 25 OUR 2024 HIGHLIGHTS Financial Gross Profit €427.6m (2023: €390.0m) Organic Growth2 8.2% (2023: 5.6%) Gross Profit Margin 15.4% (2023: 15.3%) EBITDA1 €123.5m (2023: €116.0m) Adjusted EPS1 20.5c (2023: 18.3c) Leverage1 1.47x (2023: 1.58x) Return on Capital Employed1 15.2% (2023: 15.2%) Strategic Delivery » 8.2% organic growth in 2024 » Continued growth in Gross Profit margin Sustainability » Recognised as industry leaders by independent sustainability ratings agencies » Our support of the 100 Million trees initiative to deliver a better world for future generations Build » Ongoing execution of Expanded Access Programs (EAPs) for clients » Investment in new facilities and technology to enable future growth Excellence » Medtech growth reflective of its deep relationships with clinicians and manufacturers » Pharma Services delivery of bespoke solutions to clients Simplify » ‘One Uniphar’ offering a range of innovative solutions to clients » Strategic investments in key markets to enable us to better serve our customers 2 Overview Strategic Review Governance Financial Statements 1 The Group uses Alternative Performance Measures (‘APMs’) that are not defined under International Financial Reporting Standards (‘IFRS’) to monitor the performance of the Group and its operations. These APMs, along with their definitions and reconciliations to IFRS measures, are included in the APMs section on pages 198 to 202. 2 Organic Gross profit growth is calculated as the gross profit growth of the underlying business in the period adjusted for the contribution from prior year acquisitions and divestments to ensure a like-for-like comparison. 3 Uniphar Plc Annual Report 2024 Capital Deployment Continued disciplined investment in attractive opportunities, both organic and M&A, that increase our operating capacity, broaden our geographic reach and increase our market share. Integrated Model Our businesses work together in an integrated model to support our customers throughout the product life cycle. Responsible Business Uniphar places sustainability at the heart of how it operates as a responsible and sustainable business. Continued progress across all five Sustainability Pillars and strong CDP ‘B’ score in 2024. Focused on results, driven by care. A SNAPSHOT OF UNIPHAR 2024: €123.5m 2023: €116.0m 2022: €98.6m EBITDA €123.5m 2024: €427.6m 2023: €390.0m 2022: €306.7m Gross Profit €427.6m 2024: 15.2% 2023: 15.2% 2022: 17.3% ROCE 15.2% Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant currency2 Revenue 2,770,429 2,553,062 8.5% 8.3% Gross profit 427,604 389,984 9.6% 9.4% Gross profit margin 15.4% 15.3% EBITDA1 123,458 115,985 6.4% 6.4% Operating profit 81,989 67,708 21.1% 21.1% Profit before tax excluding exceptional items1 61,130 53,321 14.6% 14.7% Net bank debt1 (147,676) (149,947) Basic EPS (cent) 23.5 16.4 Adjusted EPS (cent)1 20.5 18.3 1. Additional information in relation to Alternative Performance Measures (APMs) are set out on pages 198 to 202. 2. Constant currency growth is calculated by applying the prior year’s actual exchange rate to the current year’s result. Summary Financial Results – Financial Year Ended 31 December 2024 2023 2023 2023 2022 2022 2022 2024 2024 2024 4 Countries Served 160+ Active in 2024 Medium Term Expansion GLOBAL FOOTPRINT DIVISIONAL GROSS PROFIT 26% Uniphar Medtech 28% Uniphar Pharma 46% Uniphar SC+R Enabling patients access to medical devices and technologies across multiple therapeutic specialisms. Enabling patients access to innovative medicines and therapies that are either speciality or not readily available in a given market. Enabling the supply of medicines in Ireland. €109m Gross Profit 2023: €100m €122m Gross Profit 2023: €103m €197m Gross Profit 2023: €187m 9.1% Gross Profit Growth 2023: 9.8% 17.8% Gross Profit Growth 2023: 34.4% 5.5% Gross Profit Growth 2023: 34.5% 16 Number of countries operating in 2023: 16 160+ Number of countries operating in 2023: 160+ countries 54% Market share 2023: 53% 74 Number of manufacturers supported across 2+ countries 2023: 72 14,300 Number of medicines supported 2023: 14,200 445 Retail pharmacy network 2023: 429 9 Large Pharma 9 of top 10 are Uniphar clients 7 Medtech 7 of top 10 are Uniphar clients Overview Strategic Review Governance Financial Statements 5 Uniphar Plc Annual Report 2024 6 Our Shared Values How we work Patient First The patient is always at the centre of everything we do. Customer Partnership We stay close to our customers who trust us to deliver. Team Players We work together as one team to deliver solutions. Commercial Focus We stay agile, responsive and focused on the goal. Innovative & Entrepreneurial We focus on bringing new solutions to challenges. OUR VISION, MISSION AND VALUES Our Vision What we strive to do Our Mission Why we exist Improve patient access to pharmaco-medical products and therapies. We are focused on improving patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Our Strategy How we win How we bring our Vision to life Partner of Choice Strive for Excellence People & Sustainability Capital Allocation Health inequality is one of the most pressing and significant challenges facing the world today. At Uniphar, we strive to solve these challenges to improve the health and well-being of patients. Driven by our vision and the transformative potential of medicine, we are focused on expediting the delivery of life-changing treatments that provide enduring value for patients, society, the planet, and our shareholders. Read more about our strategy on page 19. Overview Strategic Review Governance Financial Statements 7 Uniphar Plc Annual Report 2024 Reasons to Invest OUR INVESTMENT CASE Uniphar represents an attractive growth investment opportunity for investors. Our diversified healthcare services business is focused on improving access to pharmaco-medical products and therapies. The Group generates strong returns and attractive free cash flow. 1 2 3 Experienced Management Team Strong Track Record Compelling Market Opportunity » Executive Management Team with strong track record of delivering results » Management team with deep relevant industry experience and strong specialist market experience working together » Clinically trained teams across the Group, possessing deep knowledge of their therapeutic areas » Achievement of IPO objective to double EBITDA within five years of IPO » Track record of successfully investing in technology to deliver efficiencies and growth » Successful transformation of the Group since IPO to become a diverse multinational healthcare group » Compelling opportunities across all divisions underpinned by structural and demographic tailwinds » Increasing demand for speciality products and advanced therapies » Continued growth in outsourcing by manufacturers especially in increasingly complex regulatory environments Consistent Growth Capital Allocation » EBITDA has grown 111% in the past 5 years (2019–2024) » Return on Capital within target range of 12%–15% » EPS has more than doubled over the past 5 years » Organic growth in each division from recent investments This results in attractive outcomes for investors and stakeholders. 8 @ Our Strategy Page 19 @ Financial Review Page 25 4 5 6 Platform for Growth Integrated Model Competitive Edge » The Group has achieved scale in each division with the capability to create further opportunities » Multi-geography platform and expanded service offerings for new and existing manufacturer clients » End-to-end solutions across the pharma life cycle from early-stage development through to product maturity » Leveraging of existing capabilities, technology, relationships and infrastructure, to expand our service offering across geographies and products » Three divisions with attractive competitive platforms » Long-standing customer and supplier relationships » Sophisticated digital capabilities combined with high-tech distribution infrastructure Medium-term Targets » Grow EBITDA to €200m by 2028 » Maintainable free cash flow conversion of 60% - 70% by 2028 once strategic investment is completed » Target ROCE of 12%–15% » Leverage not to exceed 2.5x EBITDA Opportunity » Structural growth markets » Financial strength to pursue opportunities » Expertise delivering solutions in complex markets Overview Strategic Review Governance Financial Statements Uniphar Plc Annual Report 2024 9 Strategic Review 11 Chairman's Statement 13 Chief Executive’s Report Our Business 17 Uniphar in Brief 18 Market Overview 19 Our Strategy 21 Our Business Model 23 Key Performance Indicators Review of the Year 25 Financial Review 29 Uniphar Medtech 31 Uniphar Pharma 33 Uniphar Supply Chain & Retail 35 People and Culture 37 Sustainability Report 57 Risk Management 10 Overview Strategic Review Governance Financial Statements Uniphar Plc Annual Report 2024 11 Dear Shareholder, Performance I am pleased to report that 2024 has been another successful year for the Group. During the year, Uniphar saw gross profit increase by 9.6% driven by strong organic growth right across the business. EBITDA increased from €116.0m to €123.5m, with each of our three divisions performing strongly to deliver organic growth in line with or above target, highlighting the success of our strategic approach in our key markets. The growth across the Group exemplifies the resilience of our portfolio and our ambition to deliver long-term sustainable results through the execution of our strategy. Delivering on Strategy The clear objective of the Board and management is to create sustainable long-term value for our shareholders. Throughout 2024, we have focused on ensuring that we have the resources in place to execute our strategy efficiently, through our multi-year investment programme in infrastructure and people. The Board is proud of the strong organic growth in the year which increases our confidence in delivering our medium-term growth target. In recent years, the Group has acquired several businesses that have greatly broadened our capabilities. A Year of Growth and Achievement CHAIRMAN’S STATEMENT @ Our Strategy Page 19 Financial Review Page 25 Our ambition is to deliver long-term sustainable results through the execution of our strategy. 12 Overview Strategic Review Governance Financial Statements Now fully integrated, these teams work together to deliver comprehensive solutions that are gaining strong traction in the market. Through targeted capital investments and strategic M&A activity, the Group continues to evolve its service offering to strengthen our position as market leaders in our field and to enable sustainable long-term growth. The Group will remain disciplined in the deployment of capital focusing on those opportunities that will generate sustained value over the long term. Corporate Governance The Board is committed to maintaining the highest standards of corporate governance. The Board composition reflects the scale, nature and geographic reach of our global business. Diversity at Board level remains a key focus and, with the addition of Valerie Sick to the Board in January 2024, the Board is now composed of 37.5% female members. During the year, the Board reviewed its corporate governance practices and affirmed Uniphar’s adoption of the UK Corporate Governance Code, including the 2024 updated provisions, and confirmed that we will continue to align our corporate governance practices to, and disclose any variances against, the 2024 UK Code when the provisions of that Code become applicable. Culture and Engagement Uniphar’s success is built on the talent and expertise of its people and the success of 2024 could not have been achieved without their unwavering commitment and dedication. The Board would like to thank the team for their hard work which has been central to the delivery of another strong performance this year. The success of our people is built on ensuring they have a positive and engaging employee experience. The Board and the Nominations, Governance and Sustainability Committee reviewed the results of the divisional employee engagement surveys and noted the consistency in responses from employees across the Group in terms of employees seeing positives in how the company operates, taking pride in their work whilst providing good learning and development opportunities. The survey noted the key area for development as being group-wide internal communications. In response, the Group has invested in a workplace communications tool that will allow all Uniphar employees worldwide to access and share the same information. Sustainability and Community The Group’s sustainability strategy underpins our future growth and we continue to drive the integration of our sustainability programme across the Group. Sustainability is a key consideration in decision making around capital and resource allocation. During 2024, we made good progress on our sustainability agenda further details of which can be found in the Sustainability Report on page 37. Dividends Subject to approval at the Annual General Meeting, the Board is recommending a final dividend of €3.4m (1.25 cent per share). Together with the interim dividend of €1.8m (0.67 cent per share) paid in October 2024, this brings the total dividend for the year to €5.2m (1.92 cent per share). If approved, the final dividend will be paid on 16 May 2025 to shareholders on the register on the record date of 25 April 2025. The total dividend represents an increase of 5% on 2023 demonstrating the Board’s commitment to a progressive dividend policy. In Appreciation I would like to take this opportunity to pay tribute to a former Uniphar Board member, Padraic Staunton, MPSI, who died suddenly in January 2025. As a Board member, Padraic was astute, energetic and open-minded. He was always willing, with good humour, to debate an issue on its merits and to find a practical solution that supported the growth and development of the Company and the pharmacy sector. A devoted family man, an active member of the Irish Pharmacy Union, a beloved community pharmacist and local business leader in County Meath, Padraic brought intelligence, warmth and enthusiasm to everything he did. He was a wonderful colleague and friend and we will miss him greatly. May he rest in peace. Looking Ahead Uniphar is well positioned with a robust balance sheet, an integrated portfolio of strong businesses in attractive growth markets together with a focus on delivering our sustainability goals for all our stakeholders. The combination of the management team’s track record of delivering on our strategy together with the ambitious strategic initiatives in each of our divisions gives the Board great confidence in the future of the business and the ability of the Group to continue to deliver value for its shareholders into the future. Yours sincerely, Maurice Pratt Chairman, Uniphar plc 20.5 cent Adjusted Earnings Per Share 8.2% Organic Gross Profit growth 13 Uniphar Plc Annual Report 2024 @ Our Strategy Page 19 Key Performance Indicators Page 23 I am very confident of achieving our EBITDA goal of €200m by 2028 with at least 80% of that growth being delivered organically. 13 Uniphar produced a strong result in 2024. How did you achieve it? Results are achieved by people and this year our talented and dedicated team really delivered strongly for the business. As well as organic Gross Profit growth of 9.6% and Return on Capital Employed (ROCE) of 15.2% in line with our target, we have delivered 12% Adjusted EPS growth and Free Cash Flow conversion of 105.5%. Our priority as a business is to create sustainable value for our shareholders and this performance shows that we can leverage our existing resources and capabilities to grow the business in a significant way. 2024 represents one of our best performing years for organic Gross Profit growth. Our ambitious strategy and committed team are delivering ongoing growth and new opportunities CHIEF EXECUTIVE’S REPORT 14 Overview Strategic Review Governance Financial Statements 14 We reorganised our divisions to better align with our client and market expectations in 2023. We did this because, although we had grown steadily through acquisition over a number of years and those acquisitions enhanced our capabilities, we felt they could offer more value. The reorganisation was the first step and what we’ve focused on in the eighteen months since, is taking the next step in terms of integration and making sure we have the right people in the right places. This has meant adding some new leaders, concentrated on driving growth through people. As a consequence, we see new business opportunities being created not only with new customers, but with existing clients because we have more closely integrated those parts of the business that sit close together on the value chain. For example, we increasingly see clients who trust Uniphar to lead their Exclusive Access Programs (‘EAPs’) come to us to provide further commercialisation services, post the early access phase. By putting the right people in the right places, we also open up opportunities to share resources and customers, resulting in a more integrated and complete solution for our clients. In short, we have focused on achieving that next level of integration across the business, going beyond the synergies we identified on acquisition to build new offerings and capabilities that are valued by our global customers, and we’re already seeing the impact in our results. Q: What are the key achievements of each of your three divisions in 2024? Each division has met or exceeded expectations in 2024. A lot of what we have been working towards achieving over the last number of years, in terms of building our growth platforms and our teams, has started to come together in 2024. Our global business, Uniphar Pharma, delivered a standout performance this year, not just in terms of results, with organic Gross Profit growth of 17.6%, but in terms of strategic progress towards long-term goals. We continue to see growth in EAPs for speciality medicines and we are proud to be the market leader in the cell and gene therapy market, which brings critical therapies to patients often with debilitating conditions. Our On Demand business continues to grow and thrive with a focus on medicines that may be difficult to source or in short supply, and we are investing in the US and Europe to make sure that we are able to service that growth into the future. We see significant potential for us in the UK and have brought all our UK businesses together under new leadership, to drive growth in this market. Looking at our vertically integrated Irish Supply Chain & Retail business, the division delivered €197m Gross Profit on revenue of €1.84bn, with 56% of that profit coming from retail. Gross profit growth was 5.5% year on year, with volumes growing by 7%, while the overall market grew by 5% Uniphar continued to increase its market share. Our Wholesale business grew across both prescription and consumer categories, helped by the addition of 16 new pharmacies joining the symbol group network. In Retail, we successfully integrated the 2023 McCauley acquisition and saw it and our three other retail brands increase efficiency while maintaining service levels, with all four of our brands sitting in the top 12 consumer brands in Ireland. Supply Chain & Retail is a strong, cash-generative business, which provides infrastructure, resources and skills to other parts of the Group. We’re excited about the transformative opportunity of the new Irish distribution centre, on track for completion in 2026, to continue to improve our ability to work with speciality medicines and evolve our hospital and retail pharmacy service offering. Our Medtech division also performed very strongly this year, delivering 9.1% organic growth. Over the last few years, we have built out the business from an Ireland and UK base into continental Europe. We have strong relationships throughout the European hospital channel with hospital consultants, who are now usually the ‘buy’ decisionmaker for the acquisition of complex medical devices. 9.6% Gross profit growth achieved in 2024 €123.5m 2024 EBITDA 15 Uniphar Plc Annual Report 2024 Uniphar Medtech continues to bring existing relationships with medtech manufacturers to new markets, with 74 manufacturers working with us in two or more countries, in addition to expanding our therapeutic portfolio, with a focus on high-value specialisms such as diagnostic imaging, critical care and orthopaedics. Underpinning all three divisions is our global operations platform, dedicated to Operations Excellence and Quality, and focused on building and maintaining our capability and technical expertise at world class levels. This ensures we can continue to meet the challenges of an increasingly complex industry that needs us to provide solutions, not just for commercial products, but that also meet the more exacting demands of clinical, specialty and high-tech products. Q: Sustainability is at the core of the Uniphar business. What progress has been made in this area in 2024? We have committed to five sustainability pillars and improving our performance in relation to these goals is the focus of our efforts. This year, we have worked hard on a plan to ensure that there is a deep understanding and appreciation of the importance of making sustainability part of our day-to-day decision making at all levels. I am pleased to report that we continue to be highly ranked by external ratings agencies (see Sustainability report), and we have appointed a cross-organisational Sustainability Council of senior leaders to drive our progress and ensure our sustainability performance is maintained over time. Two initiatives close to my own heart are the Unity for Hope fundraising campaign and the 100 Million Trees Project. I am very proud of the fundraising efforts of our team during the 2024 Unity for Hope campaign that, together with matched donations by Uniphar, saw us raise in excess of €1m for charities in the past five years. Our chosen charities in 2024 were Barretstown and Pieta House in Ireland, in addition to SeriousFun Children’s Network and Over the Wall Camp in the US and UK respectively. Our support of the 100 Million Trees Project continues into the 2024-2025 planting season and everyone on the Uniphar team is understandably proud of the long-term impact of planting native Irish trees to act as carbon sinks and create mini-forests to support great biodiversity. This community-driven initiative will plant trees on an estimated 10,000 acres of land across many small sites, creating a rich native ecosystem on what might otherwise be considered waste or unusable land. Q: Can you explain your decision to invest in infrastructure and technology at this time? We are now investing to enable businesses that we have grown from acquisitions to achieve scale in their target markets. We are building capacity to meet our growth needs. Our new distribution hub in the US is now operational and presents an opportunity for Uniphar to expand the services we can offer clients in the North American market. We have completed the first phase of our continental European hub in the Netherlands with phase two due to complete in 2025, providing extra capacity to support our rapidly growing Pharma and Medtech divisions. We are at the midpoint of our strategic investment in our new flagship distribution centre in Dublin with the initial build and engineering install completed within the target timelines, and we are now focused on installing and completing warehouse management systems, ERP and other technology infrastructure. Operational excellence is key to retaining existing customers and attracting new business, so it is always a focus for us. These new facilities will enable more efficient, flexible and cost-effective distribution processes, in addition to supplying the significant extra capacity we need to be able to scale the business as we intend. Our continued focus on operational excellence in our service delivery results in us winning new clients across our divisions and allows us to target biotech and other specialty medicine manufacturers. Q: Over the last 10 years, how has your approach to capital deployment evolved? Uniphar has always focused on building a sustainable and cash-generative business that consistently delivers strong returns on capital employed. We evaluate every investment opportunity against its ability to deliver against these targets. We actively seek acquisition targets that complement our existing capabilities. We have completed over 25 acquisitions in the last seven years and have developed strong internal expertise in M&A and believe we know a good opportunity when we see one. We have found valuation multiples high in certain segments of our industry and, in some cases, we have instead chosen to build capabilities internally rather than overpay through acquisition. This approach may take longer to come to fruition and requires overhead investment until it reaches scale but, in the current environment, it is the prudent approach to building a sustainable business with attractive returns on capital. Our approach has always been to deploy strategic capital towards opportunities that deliver strong returns on capital and that continues to be our focus. CHIEF EXECUTIVE’S REPORT 16 Overview Strategic Review Governance Financial Statements Q: What are your key priorities for the Group? Our 2024 performance demonstrates the strength of the underlying business, our ability to deliver significant growth from the assets we already own and the talent and commitment of our global teams in meeting the changing needs of our clients. Our belief has always been in the importance of getting the fundamentals of the business right and the results this year have proven that point. In Supply Chain & Retail, our key priority is progressing the completion of our new high- tech distribution facility in Dublin, to deliver transformative capacity and operational efficiencies and continue to enhance our market leadership position, achieving growth through market share acquisition and continued in-roads into higher margin business areas such as own brands and in-licensing. In Uniphar Medtech, we’ll continue to develop opportunities in the UK and European markets, in addition to expanding the range of specialisms we service. In Uniphar Pharma, our priority for On Demand remains focused on addressing the medicine shortage challenge in Europe and our investment in an enlarged Netherlands facility will further enable this. In addition, we continue to build out our European medical affairs and commercialisation offering to support clients accessing the European markets. The Pharma Services business continues to expand its EAP service offering and the priority is to support clients by providing them with additional services outside of the core EAP program. Q: What is the outlook for Uniphar in your view? We sit between pharma, medtech and biotech manufacturers and their key doctor and patient stakeholders, in a privileged position to solve problems for both groups. Our business model has consistently delivered on objectives and, with the capability we have built across our business platforms in recent years, and the increased capacity and efficiency provided by our technology and infrastructure investments, I am very excited about what Uniphar can achieve in the coming years. Our business is operating in markets that are expected to continue to grow strongly. Economic uncertainty and events outside our control will, of course, continue to pose challenges, but the life sciences sector has consistently demonstrated resilience, particularly in its ability to innovate and bring new treatments to market for patients and that is an increasingly important part of what we do. We have set ambitious medium-term targets which includes delivering €200m EBITDA by 2028 with at least 80% of this being delivered organically, and I am very confident this will be achieved. We have a great team that has the resources and expertise to deliver future growth. I am confident that as we look to 2025 and beyond, Uniphar will continue to deliver long-term, sustainable value for its stakeholders. Ger Rabbette Chief Executive Officer Uniphar is well positioned with a robust balance sheet, an integrated portfolio of strong businesses in attractive growth markets together with a focus on delivering our sustainability goals for all our stakeholders. Uniphar Plc Annual Report 2024 17 Uniphar Plc Annual Report 2024 A Leading Partner in Life Science UNIPHAR IN BRIEF Our mission guides… Our mission and vision See page 6 …our strategy for growth built on leading positions… Our strategy See page 19 ...in large and attractive markets… Snapshot of Uniphar See page 3 ...driven by strong market tailwinds. Market overview See page 18 We serve our customers across three divisions… Review of the year See pages 25 to 34 …underpinned by our five sustainability pillars. Sustainability Report See page 37 Our business model summarises how we work… Our Business Model See page 21 …with performance measured by our KPIs… Key Performance Indicators See page 23 …summed up by our investment case. Investment Case See page 7 Pioneering trusted medical solutions to improve the lives we touch. At Uniphar, we unite the healthcare ecosystem of manufacturers, pharmacies and patients to deliver equitable access to medicines every day. Our people drive our success. Our teams are experts in commercialisation, science, regulation and supply chain management. 18 Overview Strategic Review Governance Financial Statements @ Deep knowledge of pharma wholesale market @ Access to community retail pharmacies @ High-tech supply chain infrastructure @ Strong relationships with healthcare professionals @ Clinically trained team @ Broad geographic reach @ Full suite of value-add commercialisation services @ Proven partner with global capability @ Local market intelligence and know-how The macro factors shaping our business. MARKET OVERVIEW We see six key factors driving and shaping global healthcare markets. These factors provide opportunities and challenges for manufacturers and guide the solutions they require to bring their products to patients in global markets. 1 Source: United Nations World Social Report 2023 key factors driving and shaping global healthcare markets Six 1 Ageing populations Medtech innovation Personalised medicine Digital healthcare Complex local health systems Evolving role of pharmacy 4 2 5 3 6 1. Ageing global populations The number of people worldwide aged over 65 is expected to double to 1.6bn by 20501. Older age is associated with an increasing need for healthcare services and medications with increasing life expectancy also contributing to this growth. 2. Personalised medicine Personalised medicines such as gene therapies account for an increasing proportion of new medicine approvals by regulators. Such treatments often require sophisticated patient assessment and product handling prior to patient treatment. 3. Complex local health systems Navigating the varying approval, reimbursement and market access hurdles by territory is challenging. Only 60% of FDA- approved products in the US make it to Europe and is essential for manufacturers to successfully commercialise their assets. 4. Medtech innovation The Medtech industry is highly innovative with the increasing sophistication of products requiring manufacturers to work with clinical professionals, who have the network and knowledge to engage with frontline healthcare professionals. 5. Digital healthcare Technology advances continue to transform the healthcare industry. Robotics and intelligent automation drive the industry's push towards increased efficiencies and better patient outcomes. 6. Evolving role of pharmacy Community pharmacies are taking an increasingly prominent role in primary care, relieving pressure on GP's. Pharmacists are consistently ranked as among the most trusted professionals in their local communities. Solutions required to meet manufacturers’ challenges These solutions are delivered through our three divisions Uniphar Plc Annual Report 2024 19 Uniphar Plc Annual Report 2024 Partner of Choice Strive for Excellence Capital Allocation People & Sustainability OUR STRATEGY We are a leading global healthcare business focused on sourcing and delivering medicines and healthcare for patients as and when they need it. We aim to deliver consistent growth by putting better health within reach every day to the wider population by making medical products and therapies accessible to patients around the world. Strive for Excellence Capital Allocation Our Strategic Pillars Partner of Choice People & Sustainability 20 @ Key Performance Indicators See how our Strategy is measured in our Key Performance Indicators Page 23 @ Business Divisions Read more about each of our divisions Pages 29 - 34 Our Approach Strategy in Action Expand into adjacent geographies and businesses. » Ongoing Medtech growth into European markets » Growth in Pharma division by leveraging our infrastructure and existing relationships from the wider Group » Investment in European infrastructure to expand our capabilities Leverage our strong commercial capabilities and diverse portfolio. Outperform our clients' expectations every day. » Life Pharmacy number 2 brand in Ireland and number 1 for customer experience » Organic growth achieved in all divisions in 2024 » Our unique EAP solutions continues to deliver for our clients and patients with record growth achieved in 2024 Develop our platform to further support our clients' evolving needs. Deliver return on capital within or exceeding our target range. » Return on Capital Employed of 15.2% exceeding our target range of 12%–15% » Leverage of 1.47x within our target of being less than 2.5x » Unutilised credit facility available to support investment opportunities as they arise Maintain a strong Balance Sheet to support future growth. Inspire our people and a unified ‘One Uniphar’ culture. » Recent rebranding as ‘One Uniphar’ with proven results demonstrated in more complex solution wins » Our support of the 100 Million Trees Project and Unity for Hope initiatives demonstrates investment in our communities » Our five sustainability pillars drive how we operate in a sustainable way and engage with our stakeholders Act sustainably and responsibly in stakeholder interactions. Overview Strategic Review Governance Financial Statements 21 Uniphar Plc Annual Report 2024 21 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 How We Add Value Our Resources OUR BUSINESS MODEL We have an integrated, sustainable and flexible business model. Our business model provides the platform for our growth strategy and generates value for our stakeholder groups. Understanding customer needs We partner with our customers to solve their biggest challenges. Many of our teams are clinically trained and engage with our clients on a peer-to-peer level and become trusted advisers to them. Talented people Skilled people who are passionate about our mission and outperforming customer expectations every day. Many of our people are clinically trained and/or highly skilled in their respective fields. Relationships Relationships fostered over many years with healthcare companies, manufacturers, regulators, healthcare professionals and community stakeholders. Financial Strong Balance Sheet and disciplined use of capital ensures that we have the funds to invest in organic and M&A investment opportunities. Global infrastructure Diverse geographic footprint with a presence in major healthcare markets. Our local presence and knowledge of regulatory requirements enable us to deliver products across the world. Technology Capabilities in data analytics, digital communications and omni-channel engagement solutions together with experience utilising technology to drive supply chain efficiencies. 22 22 Our unique integrated model We offer our customers an integrated model that supports them throughout the life cycle of their products from early-stage development through to product maturity. We draw on capabilities across our Group to provide an integrated solution. Sustainable financial model We are disciplined in our capital allocation and maintain flexibility to invest in opportunities that create shareholder value. Our effective risk management processes are core to optimising our returns. Operational excellence We are relied on by our customers and patients to provide them with the therapies and solutions they need daily. We drive the highest standards of operational excellence to ensure we achieve this. Digital first We utilise a range of digital capabilities, helping our clients to focus their efforts on their most rewarding opportunities and providing insights to them that support their commercialisation objectives. The Value We Create For shareholders: EBITDA We are growth-focused with the target of doubling EBITDA to €200m by 2028. ROCE We prioritise investing for growth and generating a sustainable return with a target Return on Capital Employed (ROCE) of 12%-15%. Free Cash Flow We focus on cash generation achieving Free Cash Flow conversion of 105.5% in 2024. Dividends We have a progressive dividend policy that seeks to return capital to shareholders each year. 5% growth in year-on-year dividends in 2024. For patients: We facilitate patients equitable access to the medicines and therapies they need to live healthy and fulfilled lives. For customers: We enable our customers to bring their products to market and maximise the commercial opportunity of their assets. For employees: We are committed to providing an inclusive and rewarding culture where our people can develop their skills to take on further leadership roles in the organisation. For suppliers: We nurture long-term trusted relationships with supplier partners that are fostered through trust and delivering on our promises. For communities: We play an active role in the communities where we live and work. We have a long history of supporting charitable causes, most notably in our Unity for Hope campaign in recent years. For the planet: We seek to operate in the most sustainable way possible, reducing our impact on the environment by reducing emissions and generating less waste. Always growing We set ambitious growth targets and deliver them through a combination of organic growth and selective capital deployment. Supporting the UN Sustainable Development Goals Overview Strategic Review Governance Financial Statements 23 Uniphar Plc Annual Report 2024 Financial Key Performance Indicators Why We Measure It Performance In 2024 Gross Profit €427.6m 2024: €427.6m 2023: €390.0m 2022: €306.7m Gross profit is viewed by the Board as the best measure of top-line performance. It allows management to assess the performance of the business and is a key measure in the assessment of divisional performance. Gross Profit has increased by 9.6% driven by strong organic Gross Profit growth of 8.2%. The Group expects another strong year of profit growth in 2025. EBITDA* €123.5m 2024: €123.5m 2023: €116.0m 2022: €98.6m EBITDA provides management with an assessment of the underlying trading performance of the Group and excludes transactions that are non- recurring, allowing for comparison of the trading performance of the business across periods and/or with other businesses. Our EBITDA increased by 6.4% to €123.5m in 2024. The result reflects the strength of the business model, the quality of our business and our expanding geographic and product diversity. Free Cash Flow Conversion* 105.5% 2024: 105.5% 2023: 60.0% 2022: 65.3% Free cash flow conversion represents the funds generated from the Group’s ongoing operations. These funds are available for reinvestment and for future acquisitions, as part of the Group’s growth strategy. We use free cash flow to assess and understand the total operating performance of the business. A free cash flow conversion of 105.5% reflects a strong performance supported by temporary favourable working capital timing benefits in 2024. Cash generation and working capital management remain a key focus of the Group in 2025. Return on Capital Employed* 15.2% 2024: 15.2% 2023: 15.2% 2022: 17.3% Return on Capital Employed (ROCE) is the key benchmark the Group uses to evaluate the performance of existing businesses and potential investment opportunities. The Group continues to generate strong returns on capital employed. This will continue to be a key focus in future capital allocation decisions. Adjusted Earnings per Share (cent)* 20.5c 2024: 20.5c 2023: 18.3c 2022: 18.6c Adjusted EPS is used to assess the after-tax underlying performance of the business, in combination with the impact of capital structure actions on the share base. This is a key measure used by management to evaluate the operating performance of the business, generate future operating plans and make strategic decisions. Adjusted EPS increased by 11.8% during 2024 from 18.3c (2023) to 20.5c (2024). As noted above, the Group expects growth to continue in future periods. * This is an Alternative Performance Measure (APM) not defined under IFRS. Details on how this is calculated are included in the APM section on pages 198 to 202. KEY PERFORMANCE INDICATORS Measuring Success 2022 2022 2022 2022 2022 2023 2023 2023 2023 2023 2024 2024 2024 2024 2024 24 Overview Strategic Review Governance Financial Statements Non-Financial Key Performance Indicators Why we measure it Performance in 2024 Number of Expanded Access Programs 106 2024: 106 2023: 89 2022: 75 A key strategic priority of Uniphar Pharma is the successful operation of Expanded Access Programs (EAPs), facilitating the supply of specialised medicines to patients who require them. Continued growth in the number of these programmes is a key metric in measuring progress against this priority, as well as the strength of our manufacturer relationships. During 2024, the number of Expanded Access Programs (EAPs) in progress or completed by the Group grew to 106. Recent acquisitions in the Pharma division have increased the capabilities of the Group to offer global EAP solutions to manufacturers. Number of medicines supported in On Demand 14,300 2024: 14,300 2023: 14,200 2022: 12,600 On Demand focuses on ensuring equitable access to medicines for patients worldwide. The number of medicines supported by the business is a key metric of performance and indicative of our ability to source and supply these products. 2024 saw continual shortage challenges with the supply of medicines, which Uniphar was able to support our customers with sourcing. The business supported a large number of medicines in On Demand during 2024. This growth was driven by organic growth during the year. Number of Medtech manufacturers supported in 2 or more countries 74 2024: 74 2023: 72 2022: 69 Uniphar Medtech seeks to grow manufacturer relationships across geographies deepening our relationships with them. Growth in these relationships into new countries is a key metric of the strength of these relationships and our progress against our strategic targets. During 2024, the Group increased the number of manufacturers that we support across 2 or more countries from 72 to 74. This growth arises from continued focus and investment in building our pan-European platform. Symbol Group Pharmacy Numbers 445 2024: 445 2023: 429 2022: 386 The Uniphar Symbol Group consists of owned and franchised pharmacies operating under our Allcare, McCauley, Life and Hickey’s pharmacy brands, as well as wholesale customers who we support through our range of innovative retail support services. The number of pharmacies operating under the Symbol Group provides management with insight into the strength of these brands and our service offering in the marketplace. The growth in pharmacy numbers demonstrates the strength of our market offering and the key role we play in the national health infrastructure. We support our pharmacies through our best-in-class supply chain e-commerce platform providing a tailored solution for each group member. The Group has a number of Key Performance Indicators (KPI's) that monitor progress against the achievement of our strategy. Each division has its own KPI's, which are aligned with the Group KPI's and are included in the divisional reports. 2022 2022 2023 2023 2023 2022 2023 2022 2024 2024 2024 2024 Uniphar Plc Annual Report 2024 25 Uniphar Plc Annual Report 2024 @ Our Strategy Page 19 Key Performance Indicators Page 23 Continued investment in the business’ future capacity, supported by a robust Balance Sheet, positions the Group strongly for future growth. Revenue Revenue in the year amounted to €2.8bn representing an increase of 8.5% (8.3% constant currency) on 2023. Revenue growth was achieved in all three divisions with the most significant increase being in Uniphar Supply Chain & Retail. This growth was driven by a strong performance in the year together with the full year impact of the McCauley pharmacy acquisition in early 2023. Gross Profit Gross Profit growth of 9.6% (9.4% constant currency) with growth delivered across all three divisions. This growth is mainly reflective of revenue growth in addition to an increase in the Group’s gross margin to 15.4% (2023: 15.3%). Uniphar Pharma delivered a standout performance with Gross Profit growth of 17.8% while Uniphar Medtech and Uniphar Supply Chain & Retail delivered growth of 9.1% and 5.5% respectively. Gross Profit growth was predominantly organic with Supply Chain & Retail reflecting the full year benefit of the McCauley pharmacy group and a small number of ICP acquisitions in 2023. Strong Financial Performance Driven by Organic Growth FINANCIAL REVIEW 26 Overview Strategic Review Governance Financial Statements Summary Financial Performance Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant currency IFRS measures Revenue 2,770,429 2,553,062 8.5% 8.3% Gross profit 427,604 389,984 9.6% 9.4% Operating profit 81,989 67,708 21.1% 21.1% Basic EPS (cent) 23.5 16.4 43.3% Alternative performance measures Gross profit margin 15.4% 15.3% EBITDA 123,458 115,985 6.4% 6.4% EBITDA % 4.5% 4.5% Adjusted EPS (cent) 20.5 18.3 11.8% Net bank debt (147,676) (149,947) Return on capital employed 15.2% 15.2% Adjusted Earnings Per Share 20.5 cent 2023: 18.3 cent 2023 2024 EBITDA €123.5m 2023: €116.0m 2023 2024 Organic Gross Profit Growth 8.2% 2023: 5.6% 2023 2024 2024 Financial Highlights 2024 saw strong organic growth delivered in all three divisions. Divisional Gross Profit Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant currency Organic Uniphar Medtech 108,915 99,870 9.1% 8.6% 9.1% Uniphar Pharma 121,561 103,187 17.8% 17.3% 17.6% Uniphar Supply Chain & Retail 197,128 186,927 5.5% 5.5% 2.7% 427,604 389,984 9.6% 9.4% 8.2% 27 Uniphar Plc Annual Report 2024 Administrative Expenses Pre-exceptional administrative expenses have increased by €25.3m to €260.9m in 2024. This increase of 10.7% reflects the revenue growth together with an element of investment in new business streams primarily in the Uniphar Pharma division which are at an early stage of development. These investments are developing their revenue pipelines and are anticipated to be an important part of the growth of the Uniphar Pharma division in future years. EBITDA EBITDA increased by €7.5m to €123.5m representing growth of 6.4% in the year (constant currency 6.4%) and a consistent year-on-year EBITDA margin of 4.5%. The growth is reflective of the organic Gross Profit growth and an element of incremental investment in the business to enable future growth. Cost management and return on capital remains a focus of management especially given the macroeconomic environment. Exceptional Items Exceptional items in the year amounted to a gain of €14.5m before tax (2023: charge of €0.4m). This comprises three elements of costs totalling €5.6m primarily relating to acquisition, redundancy and strategic business transformation costs. This is partly offset by a gain on the disposal of businesses and assets of €2.4m primarily relating to the sale of Inspired Insight, LLC. A net release was booked of deferred contingent consideration of €17.6m following a review of the expected performance against earn-out targets and contractual obligations. Further details can be found in Note 4 of the financial statements. €147.7m Net Bank Debt (2023: €149.9m) 1.47x Leverage (2023: 1.58x) Year ended 31 December 2024 €’000 2023 €’000 Net cash inflow from operating activities 124,268 52,511 Net cash outflow from investing activities (96,479) (90,428) Net cash (outflow)/inflow from financing activities (11,488) 19,630 Foreign currency translation movement 1,039 235 Increase/(decrease) in cash and cash equivalents in the year 17,340 (18,052) Movement in restricted cash 121 173 Non-cash movement in borrowings* (Note 31) (2,663) 577 Cash flow from movement in borrowings (Note 31) (12,527) (41,428) Movement in net bank debt 2,271 (58,730) *The Non-cash movement relates to foreign currency movement and amortisation of refinancing transaction fees. Earnings Per Share Basic earnings per share for the year at 23.5 cent is an increase of 7.1 cent on 2023 which reflects strong growth in operating profit and the impact of the exceptional gain relating to the net release of deferred contingent consideration. The weighted average number of shares remains the same as in 2023. Adjusted earnings per share is calculated after adjusting for amortisation of acquisition-related intangibles, exceptional items and share-based payment expenses. The Group’s adjusted earnings per share for 2024 was 20.5 cent (2023: 18.3 cent). Underlying adjusted earnings have increased by 11.8% from €50.0m in 2023 to €55.9m in 2024. Cash Flow and Net Bank Debt The Group delivered a strong cash performance during the year, with a free cash flow conversion of 105.5% and a net bank debt position of €147.7m (2023: €149.9m). 28 Overview Strategic Review Governance Financial Statements Currency Exposure The Group continues to expand into new geographies which, together with the continued growth in existing geographies outside of the Eurozone, results in a foreign exchange exposure for the Group being the translation of local income statements and balance sheets into Euro for consolidation purposes. On a constant currency basis, revenue increased by 8.3% vs. 8.5% reported growth, gross profit increased 9.4% vs. 9.6% reported growth and operating profit increased by 21.1% vs. 21.1% reported growth. 2024 Average 2023 Average Great British Pound 0.847 0.870 US Dollar 1.082 1.081 Swedish Krona 11.431 11.473 Australia Dollar 1.639 1.628 Return on Capital Employed (ROCE) Group ROCE of 15.2% (2023: 15.2%) is consistent with the prior year and is marginally ahead of the Group’s target range of 12%–15%. This strong return is achieved notwithstanding the significant investment in 2024 in the Group’s new high-tech distribution facility in Ireland. Once complete, this investment will deliver significant efficiencies and capabilities and support the long-term growth of the Uniphar Supply Chain & Retail division. The ROCE metric is anticipated to trend to within the Group’s target range of 12%-15% as the strategic investment programme reaches completion. Details on the calculation of ROCE are included in the APMs section on page 198 to 202. Dividends The Board remains committed to a progressive dividend policy as stated at the time of IPO. The Directors are proposing a final dividend of €3.4m (€0.0125 per ordinary share), subject to approval at the Company’s AGM. It is proposed to pay the dividend on 16 May 2025 to ordinary shareholders on the Company’s register at 5 p.m. on 25 April 2025. Together with the interim dividend of €1.8m (€0.0067 per ordinary share) paid in October 2024 this brings the total dividend for the year to €5.2m (€0.0192 per ordinary share) representing an increase of 4.9% on 2023 (€0.0183 per ordinary share). Tim Dolphin Chief Financial Officer The Group continues to maintain a strong focus on working capital management, and this is reflected in the cash generated from operating activities of €124.3m. The main year-on-year movements reflect favourable working capital benefits from the growth in the Pharma Services division that have led to an increase in prepayments on certain programmes being partially offset by higher interest and tax paid in the year. The net cash outflow from investing activities of €96.5m principally consisted of property, plant and equipment and intangible assets investment of €101.9m (including strategic capital invested) together with deferred and deferred contingent consideration payments of €16.3m. This is offset by the disposal of businesses of €21.9m, principally Inspired Insight, LLC (“Inspired Health”). The net cash outflow from financing activities of €11.5m was primarily due to repayments of borrowings at €33.7m which included the repayment of a US Dollar loan following the disposal of Inspired Health, principal lease payments of €18.3m and dividends of €5.1m, offset by loan drawdowns from the revolver facility of €50.1m and a decrease in invoice discounting facilities of €3.9m. Debt Facility The Group operates a revolving credit facility of up to of €400m with an additional uncommitted accordion facility of €150m. This facility which commenced in August 2022 runs for five years to August 2027 with an option to extend by one year and a further option to extend by an additional year up to August 2029 with repayment of all loans due on termination of the facility. There are seven international banks in the current banking syndicate. Net bank debt was €147.7m at 31 December 2024 (2023: €149.9m) and leverage marginally decreased to 1.47x (2023: 1.58x). The facility combined with modest leverage and strong free cash flow provides the Group with the platform to support future growth and investment. Taxation The Group’s total tax expense has increased by €3.6m to €11.4m driven by the increase in pre- exceptional profits. The effective tax rate before exceptional items has increased from 16.6% to 18.4% reflective of the financial performance over multiple tax jurisdictions. The effective tax rate is calculated as the pre-exceptional income tax expense for the year as a percentage of the profit before tax and exceptional items. 29 Uniphar Plc Annual Report 2024 29 Uniphar Plc Annual Report 2024 29 Who we are Uniphar Medtech is the leading European medical device distributor offering end-to-end solutions and expertise across sales, marketing, quality, compliance, regulatory and market access to the world’s top medical device manufacturers. The division is a high-growth diversified healthcare services provider, offering best-in-class products and services across multiple specialities to both the public and private sectors. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe in addition to a partnership network elsewhere. What we do Uniphar Medtech is an expert provider across multiple specialities to both the public and private sectors. We are experts across a wide range of specialisms with market-leading positions in interventional cardiology/radiology, orthopaedics, ophthalmology, minimally invasive surgery, diagnostic imaging and critical care. We enable life changing innovation across each of our markets of operation and view our compliance offering as a competitive advantage. The division has established long-standing exclusive distribution agreements with some of the world’s leading manufacturers of medical devices and is one of only a few companies in Europe fully accredited with service licence agreements for several global medical device brands. Our team excels at building strong partnerships between healthcare providers and world-class Strong organic growth with both the market opportunity and a focused strategy to achieve significant future growth. Performance highlights: » Gross profit growth of 9.1% all of which is organic » Growth strategy delivering growth in the UK laying the foundation for further significant growth in both the UK and EU » Continued focus on operational excellence delivering increase in Gross margin to 40.6% » Number of specialities serviced in the UK market increased from two to six » Growth of our European offering by leveraging existing interventional specialities into new countries » 74 manufacturers represented in two or more countries BUSINESS REVIEW Connecting European healthcare professionals with innovative medical technologies 9.1% Organic gross profit growth 16 Number of countries operating in 74 Number of manufacturers supported across 2+ countries medical device manufacturers, ensuring that life- changing medical devices reach the healthcare professionals and the patients who need them. Relationships At Uniphar Medtech, people and the relationships they cultivate are at the heart of our business. Supplier expansion is a key pillar of our growth strategy, with long-standing partnerships with manufacturers driving our entry into new geographical regions. Our manufacturers trust us to represent their brands in daily interactions with healthcare professionals, making our relationships with the medical community crucial. The majority of our sales representatives in the Medtech division come from clinical backgrounds, allowing them to engage with customers in a peer-to-peer manner. As medtech solutions become more sophisticated, the purchasing decision is increasingly led by physicians with the specific knowledge of the individual patient's case. Our strong relationships with these frontline professionals are a key asset to the division. 30 Overview Strategic Review Governance Financial Statements Innovation The Medtech sector has been a leader in the healthcare industry, driving innovation to enhance the quality of patient care. Recent advancements in products and technologies have delivered significant operational and cost efficiencies for healthcare providers, while also improving clinical outcomes for patients. One area experiencing notable growth is the use of robotics in surgery, as physicians increasingly turn to technology to enhance their skills and achieve greater precision, particularly for routine procedures. Uniphar Medtech is proud to represent global robotic manufacturers in the orthopaedic and minimally invasive surgery specialties, playing a key role in accelerating the digital transformation of healthcare. Performance in 2024 The division delivered a strong performance in 2024 growing Gross Profit by 9.1% all of which was achieved organically. This growth was delivered across all of our regions through excellent performance with existing suppliers in the market, in addition to bringing existing and new suppliers into new areas of partnership. In particular, the division achieved strong growth in Germany, the UK and the Nordics in 2024. Furthermore, in the UK, the division grew the number of specialities serviced from two to six in the year. An efficient central support function is essential to providing a world-class service to our clients. The current scale of the division enables it to optimise technical and clinical knowledge along with central support services to drive growth in new markets. The platform that the division has developed in recent years enables it to leverage these essential skills in building a sustainable and efficient platform to further expand. Outlook Uniphar Medtech has a strong team in place with the experience and tenure to understand its clients and provide solutions to the challenges they encounter. The business has delivered significant growth in recent years expanding both the range of specialities and the geographies it services. As the business moves forward, it has significant opportunities notably in the UK and mainland Europe in supporting existing and new clients grow their market share. Furthermore, the division has now established a presence in Switzerland and Austria to better support clients in those markets. DEMONSTRATING OUR CAPABILITIES EMERGENCY MEDICAL DEVICE DELIVERY IN RURAL NORWAY The Challenge: Late one Friday evening, our team received an urgent call from a regional hospital in Norway. A patient was in a critical condition having suffered a severe pulmonary embolism. The surgical team required immediate access to a market-leading medical device that Uniphar supply to perform a time sensitive life-saving procedure. Our Solution: Once our team were contacted, we mobilised a carefully coordinated response recognising both the patient's immediate need and the logistical requirements to facilitate remote delivery. Our team travelled to our stock location in Sweden on Friday evening to secure the required medical device whilst also making arrangements for out-of-hours air and ground transport to get the medical device to the hospital in rural Norway. We leveraged our relationship with transport partners to facilitate the transfer and the device was delivered by our clinical sales specialist to the hospital five hours after the initial call was placed with Uniphar Medtech. The rapid response enabled the surgical team to perform their critical procedure without delay moving the patient from immediate criticality to a successful discharge from hospital. The swift turnaround demonstrates our commitment to exceptional patient-driven service in high-stakes circumstances across all aspects of our team. Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant Currency Revenue 267,968 249,216 7.5% 7.1% Gross profit 108,915 99,870 9.1% 8.6% Gross margin % 40.6% 40.1% The division has deep relationships in the Irish market which are expected to continue to drive growth there. Our growth strategy is driven by our dedication to delivering an outstanding performance for manufacturers and growing with them into a multiplicity of markets delivering the same success wherever we work with them. 2024 witnessed great strides in partnership across the EU and the UK setting a great foundational platform for future growth. The division has the market access, service platform, leadership team, expertise and track record to capitalise on the opportunities ahead of it. 31 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Who we are Uniphar Pharma’s goal is to provide access to innovative medicines and therapies and help manufacturers optimise value for their assets globally. The division operates on a global scale, delivering integrated, high-value services throughout the life cycle of a pharmaceutical product - from molecule to market. What we do We collaborate with pharmaceutical and biotech companies to address the challenges of today’s healthcare market, from bringing innovative medicines to global markets to ensuring healthcare professionals have access to medicines that are difficult to source through traditional channels. The division utilises our global network of facilities and locally-based clinical, regulatory and logistics experts to support our clients and to solve their unique challenges with customised solutions. The division offers two distinct service lines: On Demand and Pharma Services. On Demand Our On Demand business is a leading global provider of unlicensed and difficult to source medicines serving both primary and secondary care customers. Our procurement teams specialise in resolving supply challenges for medicines that are in short supply to ensure the continuity of supply to patients who rely on them around the globe. On Demand also supports clinical trials through the sourcing, labelling and supply of comparator medicines in addition to operating an Aid and Development business that supplies much-needed products to governments and international organisations. Our unrivalled expertise in logistics, national and international regulatory affairs, reimbursement policies and quality procedures Creating pathways for medicines from manufacturer to patient globally. BUSINESS REVIEW Solving the challenge of bringing medicines to patients in need 17.6% Organic gross profit growth 160+ Number of countries operating in 14,300 Number of medicines supported (Medicines are either unlicensed or otherwise difficult to source) together with strong relationships with pharma manufacturers, make our team a leading partner in its field. The business sources medicines from in excess of 40 countries and supplies more than 160 countries. Pharma Services The Pharma Services business provides high- value services to pharma and biotech companies across the life cycle of a product, supporting our clients in navigating the barriers to launch and commercialisation in their target markets. Our end- to-end suite of services removes barriers to launch and increases access to providers and patients. Uniphar is the only company worldwide to have provided global expanded access programs for cell and gene therapies and is the market leader for these complex treatments. Our capabilities in the market include Outsourced Product Development, Expanded Access Programs, Regulatory Affairs, Medical Affairs, Insight-Driven Sales and Marketing, Quality Assurance, and Supply Chain Management. Future of Pharma The pharmaceutical industry is undergoing significant changes that pose challenges for manufacturers, healthcare professionals, and patients alike. Performance highlights: » Gross profit growth of 17.8% achieved in 2024 of which 17.6% was achieved organically with growth in both the On Demand and Pharma Services business units » Continued growth in gross profit margin as the business expands into higher margin activities » Strong performance in the On Demand business solving market supply challenges and ensuring continued access to difficult-to-source medicines for customers » 17 new Expanded Access Programs (EAPs) initiated in the year 32 Overview Strategic Review Governance Financial Statements New complex treatments, growing regulatory burden and a focus on larger markets have disrupted the traditional balance of the healthcare sector. Consequently, pharma/biotech companies are seeking partners with the global expertise and reach to help them to supply and commercialise their specialised products in smaller markets. Simultaneously, healthcare professionals are grappling with persistent medicine shortages needed for patient care. Performance in 2024 Uniphar Pharma delivered an outstanding performance in 2024 with organic Gross Profit growth of 17.6%. The On Demand business continues to perform well by offering solutions and expertise to help our customers bring difficult-to-source medicines to those who need them in addition to serving markets where medicines may otherwise be unavailable. The On Demand business operates across Europe, Asia Pacific and US markets. The recent acquisitions of BModesto and Orspec Group have enabled the Group to further leverage relationships in their respective markets for the benefit of the wider Group. BModesto announced its investment in a new state-of-the-art distribution facility in the Netherlands during 2024 which will significantly expand its capacity and the services the business can offer our customers and the market and provide the Group with a sizable facility in mainland Europe. Pharma Services performed strongly in the year with continued growth in EAP programs. As our EAP offering becomes more established in the market, clients are increasingly looking to Uniphar to partner with them to provide additional services across the product life cycle. Uniphar is proud to have been the only company to have provided global expanded access for cell and gene therapies in 2024 making the business a market leader for bringing these treatments to market. Outlook Uniphar Pharma has strengthened its service offering considerably in recent years both through acquisition and the development of new capabilities. The business is now capable of supporting manufacturers from “molecule to market” across all stages of the product life cycle in addition to helping healthcare practitioners (HCPs) get access to difficult-to-source medicines. Uniphar Pharma’s target for organic Gross Profit growth is to deliver double-digit growth over the medium-term. Our flexible and innovative approach to providing solutions, combined with our enhanced scale and reach, will allow us to take a leadership position in this market in the medium-term. DEMONSTRATING OUR CAPABILITIES WORLD-FIRST GENE THERAPY EXPANDED ACCESS PROGRAM The Challenge: A pharmaceutical client recently developed a gene therapy to treat a genetic disorder that impacts infants and young children, causing them to irreversibly decline, with few other satisfactory treatment options available. The client contracted Uniphar to design and implement an Expanded Access Program (EAP) with the objective of providing worldwide access to their therapy for all qualifying patients as quickly as possible. This EAP presented several unique challenges from a regulatory, logistical and commercial perspective as this therapy was a world-first treatment. Most countries participating in the EAP did not have appropriate approval processes in place as they had never imported or approved such a treatment previously. The therapy was also very high in value, leading to the possibility of significant charges and customs duties for the client and patients. In addition, the therapy had to be stored at -80°c, could not be X-rayed in customs, and had to be used within 14 days of shipment. The EAP incorporated a number of different payment models, beginning with a paid programme and later expanding to include a free-of-charge model along with other innovative payment methods. Our Solution: Uniphar deployed our 50 years of experience of the distribution of medicines and the related regulatory frameworks, as well as our passionate team of high- calibre logistics and clinical specialists, to meet the EAP’s unique needs and ensure timely delivery of this potentially lifesaving therapy in all the countries in the programme. This was the first global EAP for a high-value gene therapy product in a critical disease area, carving a hopeful path for many more therapies to come. The most important success, however, was that the EAP provided a significant number of patients across more than 40 markets access to essential, timely treatment. Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant currency Revenue 658,814 592,226 11.2% 10.7% Gross profit 121,561 103,187 17.8% 17.3% Gross margin % 18.5% 17.4% “ Uniphar was a true partner that has been able to help deal with very complex situations under tremendous time pressure.” Senior Director, Global Patient Access 33 Uniphar Plc Annual Report 2024 33 Uniphar Plc Annual Report 2024 33 Who we are Uniphar Supply Chain & Retail is the vertically integrated pharmaceutical distribution and retail pharmacy division of the Group. The division comprises of Pre-wholesale, Wholesale and Retail pharmacy businesses that work together to supply medicines, consumer products and pharmacy services to our customers. Uniphar holds c.54% of the wholesale market and c.60% of the hospital supply market in Ireland. What we do Pre-wholesale The Pre-wholesale business unit supports pharmaceutical manufacturers with tailored and innovative distribution solutions to bring their products to the Irish market. Pre-wholesale is a key element of the vertically integrated offering that Supply Chain & Retail brings to the market. The Pre-wholesale business performed strongly in 2024 and begins 2025 from a position of strength, having secured contract renewals with several long-established manufacturers whilst advancing new business opportunities with key client partners. The growing demand for specialist medicines requiring temperature-controlled storage and distribution, combined with the expertise of our team, places the Pre-wholesale business in an ideal position to meet the rising needs of its clients. Another strong performance positions the division well for future growth. BUSINESS REVIEW Ireland’s leading pharmaceutical supply business 2.7% Organic gross profit growth 54% Wholesale market share 445 Retail pharmacy network Performance highlights: » 5.5% growth in gross profit of which 2.7% was achieved organically » Retail brands among the most trusted in Ireland with all four brands ranked in top 12 in CXi Customer Experience survey » Wholesale volumes increased by 7% ahead of the market growth of 5% » Multi-year investment in new distribution facility and IT infrastructure progressing to plan with property fit-out completed during the year Wholesale The Wholesale business efficiently, reliably, and securely supplies critical medicines to pharmacies and hospitals in Ireland, playing a vital role in improving patient health. At the heart of the business is the delivery of prescription and OTC (over-the-counter) products to community and hospital pharmacies across Ireland. Additionally, we offer a broad range of consumer products, which have become a key driver of growth in recent years. Our goal is to be the preferred partner for pharmacies by delivering world- class service levels alongside a comprehensive range of consumer products. The investment programme in the new distribution facility in Dublin continues to progress well while the business prepares for the extra capacity, efficiencies and capabilities that the new infrastructure will deliver for the Group. Retail Our Retail pharmacy business unit comprises 445 pharmacies that are owned, franchised or supported by the Group. 34 Overview Strategic Review Governance Financial Statements The business operates across four brands – Hickey's, McCauley, Allcare and Life Pharmacy – and together forms one of the largest pharmacy groups in Ireland. Community pharmacy plays a prominent role as a trusted support to patients and is increasingly seen as a primary care destination for healthcare services. During 2024, all four of our brands featured in the top 12 brands in Ireland in the CXi Customer Experience annual survey with Life Pharmacy ranked number two overall and the number one brand for customer experience. Performance in 2024 The division achieved Gross profit growth of 5.5% of which 2.7% was achieved organically. This level of growth is delivered through relentless focus on operational excellence and a dedication to offering a high service level to customers. The Wholesale business grew at a higher rate than the market in 2024 increasing market share to c.54%. The Retail brands are among the most trusted in Ireland by consumers who look to us as their healthcare partner. The division continues to focus on investing in the people and infrastructure to take the business forward. The multi-year investment in our new distribution facility and IT infrastructure in Dublin continues to progress to plan with the division substantially completing the fit-out of the property during the year. Outlook The Supply Chain & Retail division’s success is defined by its commitment to operational excellence and service delivery for our customers. Our goal is to be the one-stop shop for community pharmacies, offering reliable solutions for not only their prescription and OTC needs but also their front-of- shop and consumer product requirements. Community pharmacy in Ireland is an important element of the healthcare system with seven out of eight Irish adults visiting a pharmacy every month and 42% of the population living within one kilometre of a pharmacy. Our vertically integrated Supply Chain & Retail division is well positioned to capitalise on the growth of community pharmacy as one of Ireland’s largest pharmacy networks. The division continues to look forward to its new distribution facility which will significantly expand capacity and provide the infrastructure for the coming years to scale the division further in addition to supporting the next generation of digital pharmacy. DEMONSTRATING OUR CAPABILITIES ELEVATING OUR RETAIL PHARMACY EXPERIENCE The Challenge: Patients visit our 445 network pharmacies every day for everything from support and advice to obtaining the medicines they need for healthy living. Pharmacists are one of the most trusted professions in Ireland and are utilised extensively with seven out of eight Irish adults visiting a pharmacy every month on average. Furthermore, 42% of the Irish population live within one kilometre of a pharmacy. Our extensive network of locations across the country uniquely positions the division to develop a trusted healthcare offering to patients nationwide. Our Solution: Our pharmacists can support patients with a wide range of health initiatives such as vaccination programmes, blood pressure monitoring and general health and well-being advice in a local community setting. Every pharmacy in our network now has consultation spaces for customers to discuss their health concerns privately. Retail pharmacy is more than just a retail prescription- dispensing offering; customers seek a pharmacy team they can trust to address their concerns and make healthcare accessible and understandable. In a recent survey, over 80% of patients said they always or predominantly visited the same pharmacy reflecting the loyalty patients place in a service they trust. Our Retail team has focused in recent years on developing our service offering to truly become our customers' healthcare partner. During 2024, our customers rewarded us with very strong results in the annual CXi Customer Experience survey: » All four of our brands in the top 12 brands in Ireland, » Life Pharmacy awarded number one brand in Retail and number two brand overall, » Hickey’s Pharmacy number nine brand in Ireland. These outstanding results reflect the dedication of our team in cultivating a patient-centric culture, with a strong focus on earning the loyalty and trust of our customers. Growth Year ended 31 December 2024 €’000 2023 €’000 Reported Constant currency Revenue 1,843,647 1,711,620 7.7% 7.7% Gross profit 197,128 186,927 5.5% 5.5% Gross margin % 10.7% 10.9% 35 Uniphar Plc Annual Report 2024 Fostering a Future-Ready Workforce: HR Highlights of the Year At Uniphar, we understand that our people are the foundation of our success. Over the past year, we have taken significant strides to create a thriving, inclusive and innovative workplace. By championing Equity, Diversity and Inclusion (ED&I); enhancing learning and development opportunities; strengthening employee engagement; fostering leadership growth; advancing HR technology; and refining our talent attraction strategies, we are positioning Uniphar as an employer of choice. Equity, Diversity and Inclusion: Building a More Inclusive Workplace This year, Equity, Diversity and Inclusion (ED&I) training was a cornerstone of our efforts to create a more inclusive workplace at Uniphar. Recognising the importance of fostering a culture of awareness and respect, we partnered with expert consultants to craft our ED&I strategy and to deliver awareness training to staff. We continued to promote our Woman’s and Rainbow employee resource groups (‘ERGs’) and have made comprehensive digital inclusion training available to all staff via our learning academy. Fostering a Future-Ready Workforce PEOPLE AND CULTURE Learning and Development: Empowering Growth Investing in our people’s growth is a priority. With a continued commitment to Learning and Development (‘L&D’) we are proud to have provided training across a variety of topics, including technical skills, leadership and personal development. Our new Digital Learning Academy enabled employees to access over 400 self-paced and live training sessions, webinars and tutorials tailored to their individual career paths. We also launched other targeted development initiatives, including certifications in Project Management, HR, IT and workshops on emerging technologies; equipping our workforce with the knowledge to lead in their respective fields. This commitment to continuing learning ensures our workforce is prepared for the challenges of tomorrow. We believe leadership development is crucial for sustaining long-term success. Our ‘Evolve’ and ‘Transform’ management development programmes have equipped emerging and established leaders with the tools to navigate complex challenges, lead diverse teams and foster innovation. Through executive coaching, cross-functional projects and succession planning initiatives, we have strengthened our leadership pipeline and prepared the next generation of leaders. Uniphar Learning + Development You & At Uniphar, we understand that our people are the foundation of our success. 36 Overview Strategic Review Governance Financial Statements Employee Engagement: Strengthen Connections A highly engaged workforce drives innovation and performance. In 2024 we launched divisional Employee Engagement Surveys focusing on communication, job satisfaction, engagement, work environment, professional development and well- being. The surveys at a divisional level allowed for more targeted actions to address specific issues raised and provided valuable insights that informed actions to enhance work-life balance, career satisfaction, and workplace culture. Corporate communications and employee briefings have come to the fore in the feedback from our employees in the results. Consequently, we have commissioned a new world-class communications platform that will be live in Q1 2025 to support our communications strategy going forward. Graduate Development: Cultivating the Next Generation Our graduate development programme continued to go from strength to strength in 2024 with new graduates joining across the divisions. The programme incorporates on-the-job training, coaching, mentoring and certification programmes in their respective profession. Our graduates are supported to rotate within their departments and beyond, offering an enriched and diverse learning environment. Talent Attraction: Competing for Top Talent In a competitive market, attracting exceptional talent remains challenging but essential. Our enhanced employer branding strategy, bolstered by targeted social media campaigns, has highlighted Uniphar as an inclusive, innovative workplace. Partnerships with universities, professional organisations, and community groups have broadened our reach, while our Employee Referral Programme has contributed positively to our recruitment campaigns. We have continued our early career pipeline by actively promoting Uniphar as an employer of choice for graduates. Looking Ahead As we reflect on 2024, we are proud of the progress we have made in creating a workplace where everyone can thrive. In the year ahead, we remain committed to advancing these initiatives, ensuring Uniphar continues to be a place where talent flourishes, diversity is celebrated, and innovation thrives. Together, we are building a workforce that reflects the values and vision of Uniphar, driving success for years to come. 37 Uniphar Plc Annual Report 2024 CEO Sustainability Statement We have continued to make progress on our sustainability initiatives in 2024 across all five of our strategic pillars. We have made some great progress with setting our climate-related targets, broadening the range of training available to our staff and progressing our preparations to ensure compliance with the Corporate Sustainability Reporting Directive (CSRD) in 12 months’ time. I am also pleased that we have retained or improved each of our ESG ratings, reflecting our ambition and progress in many different areas. People and Culture This year, we partnered with expert consultants to craft our ED&I strategy and deliver awareness training to staff. We continue to focus on expanding our in-person and digital offerings across a variety of subjects. We believe leadership development is critical for sustaining long-term success and to prepare the next generation of leaders. Supporting our Community In September, we ran our annual fundraising event, Unity for Hope, and I am delighted that we raised €155,000 for a variety of charity partners spanning the different regions we operate in. We also continued to support a range of diverse volunteering and sponsorship initiatives in our many local communities. Emissions and Environment In early 2024, we received approval of our climate- related Science Based Targets from SBTi, which sets key goals for the coming years to reduce our absolute Scope 1 and 2 carbon emissions and engage our supply chain on our Scope 3 emissions. During 2025, we will be working across all our business areas to identify opportunities to decarbonise our operations for delivery in the years ahead. We will also be progressing our Responsible Sourcing Programme, working with suppliers in our value chain on shared sustainability goals. Uniphar has continued its sponsorship for the 100 Million Trees Project for the planting season 2024– 25 which means, over an 18-month period, we will have funded the planting of 475,000 native Irish trees across 200 sites around Ireland. This reaffirms our commitment to a greener and healthier environment and a more sustainable future. The Year Ahead Thanks to our colleagues, partners and suppliers for all their support throughout the year on our various initiatives across our five sustainability pillars. I look forward in 2025 to continuing to progress our sustainability agenda across the business and to achieving further great successes. Ger Rabbette Chief Executive Officer Sustainability driving our performance SUSTAINABILITY REPORT Sustainability ratings 38 Overview Strategic Review Governance Financial Statements Sustainability Governance and Oversight We refreshed our approach to Sustainability Governance in late 2024, with two new programmes launched to drive and embed positive change in two of our priority areas – Climate Change and Responsible Sourcing. These programmes will join our existing ED&I Programme and other initiatives already underway within a variety of teams throughout the organisation to deliver improvements across the fields of Environment, Social and Governance. CSRD and Double Materiality Assessment In preparation for our first CSRD sustainability statement to be issued in early 2026, for the 2025 reporting period, we completed a double materiality assessment during 2024. This involved working with our external sustainability advisers to carry out stakeholder engagement (including surveys and sectoral research) in order to engage with a variety of stakeholder groups (including suppliers, customers, employees and investors) to garner insights and feedback on a wide range of CSRD topics. We completed scoping sessions that helped us to identify and define ESG impacts, risks and opportunities on our stakeholders and on Uniphar, using scoring approaches aligned to our corporate risk management framework. We are now reviewing the outcomes of this work as we finalise the specific topics that will be considered material for Uniphar and that will be reported on in our first CSRD submission in early 2026. Sustainability and Responsible Sourcing remain at the centre of how we do business. Existing Forums New Forums Board and Nominations, Governance & Sustainability Committee Executive Leadership Team Sustainability Council Existing operational teams to focus on continuous improvement towards defined ESG targets Climate Change Programme Group Responsible Sourcing Programme Group ED & I Programme Group Climate Change Programme Group @ Financial Review Page 25 @ Governance Report Page 67 39 Uniphar Plc Annual Report 2024 Pillar 1 People and Workplace Pillar 2 Community Involvement What this pillar means to us Our people are our most important resource, and we are committed to making Uniphar a fulfilling and inclusive place to work. Supporting employees to actively participate in the local communities where we are based is a long-standing objective for the Group and is achieved through serving the community and supporting good causes. Relevant SDGs Materiality » Diversity & Inclusion Practices » Employee Health & Safety » Employee Well-being » Employee Training » Employee Labour Practices » Charity & Fundraising » Active Community Support » Customer Privacy » Customer Welfare Initiatives during 2024 » Continued roll-out of Group-wide ED&I Awareness Training » New Technical Skills Academy » New Management Development Programmes » Investment in HRIS Infrastructure » Unity for Hope Annual Fundraiser » Local Charity Initiatives » Data Privacy Training SUSTAINABILITY REPORT Pillars and Materiality Uniphar has identified five strategic pillars that define our approach to sustainability and these have been aligned to the UN Sustainable Development Goals (‘SDGs’) to show which global sustainability goals we believe we can make the most significant contribution towards. 40 Overview Strategic Review Governance Financial Statements Pillar 3 Environment and Sustainability Pillar 4 Governance, Quality and Compliance Pillar 5 Business Solutions & Innovation As the business grows and our geographical footprint expands, we remain committed to managing our environmental responsibilities effectively. Operating in healthcare markets that are highly regulated and demand high quality and compliance standards drives our quality focus and culture of continuous improvement. Ensuring the highest standards of governance, quality and compliance is fundamental to our business. We believe a positive difference will be achieved through collaboratively developing innovative business solutions across all our divisions, resulting in a more sustainable business and better outcomes for our stakeholders. » Energy Management » Greenhouse Gas Emissions » Waste & Hazardous Waste Management » Pollution Prevention » Sustainable Transport & Logistics » Product Quality & Patient Safety » Business Ethics » Systemic Risk Management » Critical Incident Risk Management » Legal & Regulatory Requirements » Selling Practices & Product Labelling » Business Model Resilience » Innovation » Supply Chain Management » Science-Based Targets Approved by SBTi » Maintained our CDP ‘B’ Rating » Continued Sponsorship of the 100 Million Trees Project » Data Protection Structure » Completed Double Materiality Assessment » Refreshed Five-Year Sustainability Roadmap » Maintained our MSCI Rating of ‘AAA’ and Sustainalytics 1st Percentile Rating » Investment in Digital Transformation » Vulnerability Management and Advanced Endpoint Security Deployed » Regular Cybersecurity Training and Testing Established » New Global Quality Structure Implemented @ Sustainability Review Page 37 @ People & Culture Page 35 41 Uniphar Plc Annual Report 2024 Pillar 1 People and Workplace SUSTAINABILITY REPORT At Uniphar, our commitment to sustainability extends beyond environmental practices – it is embedded in how we work, how we grow, and how we empower our people. Human Resources plays a pivotal role in driving sustainability by aligning workforce strategies with our organisational goals, fostering a culture of responsibility and ensuring our practices are both ethical and impactful. Equity, Diversity and Inclusion This year, we partnered with expert consultants to craft our ED&I strategy and to continue the development and roll-out of various training initiatives, including: » ED&I Awareness Workshops » Inclusive Leadership Workshops » Neurodiversity at Work » Curated Learning Paths. Uniphar is committed to an ongoing focus on developing our global talent pool and building a more diverse leadership team for the future. As of 31 December 2024, women accounted for 28% of senior management and 68% of total employees. Relevant SDGs: 75% 63% 25% 37% Directors 2023 2024 72% 72% 28% 28% Senior Management 2023 2024 31% 32% 69% 68% All Employees 2023 2024 Male Female Gender Pay Gap Reporting Aligned to the Gender Pay Gap Information Act 2021 in Ireland, we published a consolidated Gender Pay Gap Report covering all entities within the Republic of Ireland, for 2024. This is available on our website www.uniphar.ie. 42 Overview Strategic Review Governance Financial Statements Health and Safety Uniphar remains fully committed to ensuring a safe and healthy work environment for all our employees. Over the past year, we have concentrated on strengthening our safety protocols, expanding training initiatives and fostering a culture of continuous improvement in safety. We have refreshed and enhanced our risk assessments, focusing on high-risk areas such as the warehouse and chemical handling operations. To ensure effective communication and continuous feedback, we established a Safety Committee comprising representatives from multiple disciplines across the business. Throughout 2024, we enhanced our reporting and KPIs to improve how we track accidents and incidents across our business and reduce the risk of recurrence. In 2024, the number of accidents was 54. Number of Accidents 54 Number of Ambulance Call-outs 3 Number of Incidents / Near-Misses 17 Well-being In 2024 Uniphar’s focus on employee well-being and mental health took a significant step forward with the launch of our new Employee Assistance Programme (EAP) in partnership with a market leading global well-being platform provider. Uniphar employees globally now have access to a range of services and opportunities addressing their mental, physical and financial well-being, including year-round access to accredited and qualified counsellors or psychotherapists and access to live and on demand fitness classes and well- being seminars. Attracting, Developing and Engaging our People We have had another strong year of improving our approach to acquiring, developing and engaging our people at Uniphar. Further details of this can be found in the People and Culture section on page 35. Labour Practices The Group is committed to complying with the highest labour standards across all jurisdictions in which we operate. Attracting and retaining the right people is vital for the success of our business. Equality underpins our recruitment activity, ensuring that recruitment and selection activities promote fairness. The Group’s ED&I Policy outlines our approach to equity, diversity and inclusion and reasserts our commitment to equity of all employees and prospective employees. The Group’s Dignity at Work Policy recognises the right of all employees to be treated with dignity and respect and the Group is committed to providing all employees with a safe working environment, which has zero tolerance for bullying, harassment and sexual harassment. The Group has a Modern Slavery Statement in place. This is available on the Group website: www.uniphar.ie. The Group also recognises the trade unions of which some of our employees are members and engages with them as necessary. 43 Uniphar Plc Annual Report 2024 Pillar 2 Community Involvement SUSTAINABILITY REPORT Relevant SDGs: Uniphar’s Charity Partners The Unity@Uniphar initiative is an umbrella for inclusivity, community and charitable activities that Uniphar colleagues across all divisions and geographies are involved in. Unity for Hope, our annual key fundraising event, is now in its fifth year of raising money for various charities around the world. This year we raised €155,000 for our chosen charities, including those supporting mental health and children with health issues. Across our different sites, a range of individual and team fundraising events took place including sponsored walks, runs and sea swims. This year’s donation total means the amount we raised over the last five years of Unity for Hope has now exceeded the €1m mark, which is a great milestone. Community Support and Sponsorship The core business of each of our divisions is rooted in serving and supporting local and global communities. Our Supply Chain & Retail teams ensure timely, secure delivery of essential medicines to Irish pharmacies and hospitals as well as providing expertise and support to pharmacies across Ireland, relieving some of the administrative burden on pharmacists and enabling them to focus their efforts on serving their patients. Our Medtech division focuses on providing outsourced sales, marketing and distribution solutions to pharma and medical device manufacturers, ensuring access to leading healthcare technologies and medicines in the geographies we serve. Our Pharma division, through its On Demand and Pharma Services business units, ensures access to unlicensed and hard-to-source products and its Aid and Development team also works with global charity partners to ensure medicines and medical supplies can be provided to those most in need. Uniphar also supports and sponsors a variety of local community initiatives and groups across each of our businesses and locations. We have now exceeded €1m raised for charities through Unity for Hope. 44 Overview Strategic Review Governance Financial Statements Customer Privacy and GDPR We are committed to protecting the personal data that we process as part of our service provision. We ensure that customers can trust us to keep their personal data safe and that they have a clear understanding of how and why the data is used. Uniphar has a robust GDPR framework in place, to ensure that we are operating consistently across the organisation and in accordance with applicable laws. The Group applies the following data protection principles: » Governance - We have designated Data Protection Officers within each division. Their role is to monitor, advise and inform senior management regularly regarding compliance. » Transparency - We are open and honest about how and what data we process. We only use personal information for specified fair and lawful purposes. » Data Minimisation - We only collect necessary and relevant personal information. » Accountability - We continually monitor and assess regulatory compliance. We provide training to all personnel. » Retention - We do not retain personal information for longer than is necessary. » Accuracy - We keep personal information accurate, complete, and up to date. » Access Rights - We respect individuals’ rights and choices. » Security - We use appropriate security safeguards to protect personal data. » International Transfer - We ensure protection for international transfers of personal information. » Privacy by Design - We implement appropriate measures to ensure the principles of privacy by design and default are embedded into our processes and systems. » Risk Assessments - We evaluate new business processes to ensure that they do not present any risk to data subjects. The Group has a Privacy Policy, which is available on the Group’s website: www.uniphar.ie/static/ privacy-statement and a Data Protection Policy, which is available to the workforce. GDPR training for all staff was moved over to our HRIS platform during 2024 – allowing more control of invited participant lists and improved reporting on training completion. Customer Welfare The needs of our customers, the pharmacies, hospitals, manufacturers and patients we serve, are always paramount. Our can-do attitude, coupled with our commitment to the highest standards of product quality and patient safety, ensured this important topic remained a priority throughout the year. Further details of our commitment to quality and ensuring patient safety are set out in our Governance, Quality and Compliance Reports. 45 Uniphar Plc Annual Report 2024 Pillar 3 Environment and Sustainability SUSTAINABILITY REPORT Relevant SDGs: Climate Change In 2024, we were pleased to maintain our ‘B’ CDP Rating, based on the 2023 reporting period and associated emissions. Scope 1 and 2 Emissions (Own Operations) Scope 1 and 2 Science-Based Target We received approval from the Science Based Target initiative (SBTi) in early 2024 for our two science-based targets. Our first SBTi target is to reduce our absolute Scope 1 and 2 emissions by 50% by 2030 from a 2019 baseline year, in line with the SBTi 1.5˚C aligned pathway for targets. 2024 Scope 1 and 2 Carbon Emissions In early 2025, we completed our carbon footprinting exercise for 2024 Scope 1 and 2 emissions. The results of this exercise are set out in the tables and graphs below. With our revenue growing by 8.5% in 2024, we were pleased to be able to keep our global consumption of energy and fuel stable, with decreases in some areas and business growth-driven increases in others. This has led to a reduction in our combined Scope 1 and 2 absolute emissions of 305 tCO2e (4.8%) compared to the 2023 total, largely due to decreases in several emission factors used to calculate our carbon footprint. This means that despite our strong organic business growth in 2024, we have achieved a 12.3% decrease in our carbon intensity measure (scope 1 and 2 emissions total divided by revenue). Electricity for our buildings remains the highest source of emissions, which we have maintained at a stable level, year-on-year. Fuel for company- owned vehicles (being mainly cars for staff in field-based roles, as nearly all of our distribution logistics is outsourced and covered in Scope 3) is the second-highest contributor. Here we have an increasing number of hybrid and fully-electric cars being used. Emissions (tCO2e) 2019 2020 2021 2022 2023 2024 Scope 1 3,778.63 2,624.98 2,434.24 2,549.26 2,969.97 2,833.11 Scope 2 (Location Rate) 4,020.80 3,626.09 3,476.94 3,611.86 3,358.93 3,190.55 Total: 7,799.43 6,251.07 5,911.18 6,161.12 6,328.90 6,023.66 Note: historical Scope 1 and 2 figures have been amended to allow for acquisitions and some amendments. Group Intensity Measure 2019 2020 2021 2022 2023 2024 tCO2e/Million € Revenue 4.49 3.45 3.05 2.98 2.48 2.17 Note: historical figures have been amended to allow for adjustments to previous Scope 1 and 2 carbon emissions. 46 Overview Strategic Review Governance Financial Statements Progress Against SBTi Target We have now achieved a 22.8% overall reduction in absolute Scope 1 and 2 carbon emissions since our baseline reporting year of 2019 and this puts us on track to reduce our Scope 1 and 2 emissions by 50% by 2030, as per our SBTi target. The graph below shows our progress against our Scope 1 and 2 SBTi target and our intensity measure trend. Plans for Scope 1 and 2 Decarbonisation in 2025 As our business grows, we know we will need to carry out more carbon reduction initiatives in the years ahead to ensure our absolute carbon footprint continues to decrease, aligned to our SBTi goal of halving Scope 1 and 2 emissions by 2030. As part of our emerging Climate Change Programme we will be identifying carbon hotspots across our Group-wide carbon footprint and prioritising projects to tackle those areas. With our carbon footprint analysis showing that electricity and fuel for our company-owned vehicles are the two main drivers of Scope 1 and 2 emissions, we will be focusing our actions on areas such as self-generating renewable energy, increased building efficiencies, a more electrified version of our fleet of cars and behavioural changes. We will also be ensuring any new warehouses we move into or develop in the coming years have strong environmental credentials to ensure our business growth can be achieved whilst continuing to reduce our carbon footprint. Electricity (Buildings) 52.88% Natural Gas 12.86% Fugitive Gases 5.42% Vehicles (Fuel & Electricity) 28.84% 2024 Scope 1 and 2 Carbon Emission Sources (tCO2e) tCO2e 0 1000 2000 3000 4000 5000 Main Sources of Scope 1 and 2 Emissions Natural Gas Vehicles (Fuel & Electricity) Electricity (Buildings) 2019 2020 2021 2022 2023 2024 Intensity Measure Progress against SBTi Target and Intensity Measure (Scope 1 & 2) SBTi Near-Term Target Actual Emissions 0 20000 40000 60000 80000 100000 2019 2026 2020 2027 2021 2028 2022 2029 2023 2030 0 2 4 6 2024 2025 tC02e per €1m revenue Carbon (tC02e) 47 Uniphar Plc Annual Report 2024 Scope 3 Emissions (Value Chain) Scope 3 Science-Based Target Our second SBTi target that was also approved in early 2024 is to ensure that 73.5% of our suppliers by emissions covering purchased goods and services will have science-based targets by 2027. 2023 Scope 3 Emissions In 2024, we completed our Scope 3 carbon footprint for 2023 with the support of external sustainability consultants (see below table). Our purchased goods and services category analysis was based on spend data that was input into the Environmentally-Extended Input- Output (‘EEIO’) spend-based tool. We will be carrying out the analysis of our 2024 Scope 3 emissions in the first half of 2025. Scope 3 Emissions Reduction While our Climate Change programme will initially be prioritising reducing our Scope 1 and 2 emissions, we will also be looking across certain relevant categories of Scope 3 and identifying where we can make improvements through a range of initiatives in the years ahead. As part of our Responsible Sourcing Programme, we will be working with our partners to identify ways of decreasing our Scope 3 emissions during 2025 and beyond. We are conscious that almost 10% of our Scope 3 carbon footprint arises through our outsourced transport and distribution. During 2024 we continued a trial with our first ever electric Transit van in partnership with a leading pharmaceutical supplier and we are currently reviewing the lessons learnt from that trial to shape our plans for longer-term decarbonisation of our logistics. Progress against SBTi Target As of 31 December 2024, we estimated 40%–50% of our suppliers by emissions covering purchased goods and services have approved science-based targets. In order to keep making progress against this target, we have started an active Responsible Sourcing programme to work with our suppliers and partners in tackling the challenges of reducing emissions and identifying ways in which we can work together with them to reduce our collective emissions. Scope 3 Category 2023 GHG Emissions (tCO2e) % of Scope 3 Total Category 1: Purchased goods & services 780,504 89.14% Category 2: Capital goods - (included in Category 1 total)  - Category 3: Other fuel-related activities 2,191 0.25% Category 4: Upstream transport & distribution 73,939 8.44% Category 5: Waste 241 0.03% Category 6: Business travel 3,898 0.44% Category 7: Employee commute 2,588 0.30% Category 8: Upstream leased assets - - Category 9: Downstream transport & distribution 1,902 0.22% Category 10: Processing of sold product - - Category 11: Use of sold product 7,776 0.89% Category 12: End of life 1,952 0.22% Category 13: Downstream leased assets - - Category 14: Franchises 629 0.07% Category 15: Investments - - Scope 3 Total 875,620  100.00% SUSTAINABILITY REPORT 48 Overview Strategic Review Governance Financial Statements Climate Scenario Analysis The Group conducted a transitional and physical scenario analysis in 2023 that helped identify and evaluate our climate-related risks and opportunities.  We will be refreshing this work during 2025 as part of our CSRD preparation work. Taskforce on Climate-Related Financial Disclosures (‘TCFD’) and EU Taxonomy In 2024, there was continued discussion around environmental, social and governance matters and emissions management by the Board. The Board received regular reports on Sustainability and considered specific climate-related risks and opportunities as part of its bi-annual Risk Register Review. Further details in relation to the Group’s actions in alignment with Taskforce on Climate- Related Financial Disclosures (‘TCFD’) are set out in the following table. In addition, the Group carried out an assessment of the extent to which the Group’s activities are aligned to the EU Taxonomy Regulations and the results of this assessment are set out in the Directors’ Report on page 102 of this report. AN INVESTMENT IN OUR ENVIRONMENT AND COMMUNITIES Sponsoring the 100 Million Trees Project over the last two planting seasons reaffirms our commitment to a greener and healthier environment and a more sustainable future. These mini-forests have wonderful effects on plant and animal biodiversity in a community, on air quality and often on local morale. Between December 2023 and April 2025, Uniphar will have funded the planting of 475,000 native Irish trees across 200 sites around Ireland, covering 26 counties. That is the equivalent of 6,300 tonnes of carbon being extracted every year from the atmosphere. Uniphar Chairman Maurice Pratt and CEO Ger Rabbette attended the planting of a 2,000-tree mini-forest in the grounds of Áras an Uachtaráin in November 2024 accompanied by Sabina Higgins and Barry Field (AIB Bank). 49 Uniphar Plc Annual Report 2024 Taskforce on Climate-Related Financial Disclosures (TCFD) Recommendation Response Page Governance Describe the Board’s oversight of climate- related risks and opportunities. The Board is responsible for overall Group climate-related risks and opportunities oversight. The Risk Register of the Group is submitted to the Board twice a year and as part of this process, the Board now considers a specific sub-set of climate-related risks and opportunities. In addition, the Nominations, Governance and Sustainability Committee oversees the Group’s sustainability strategy and monitors the progress being made in reaching the Group’s sustainability KPIs. Environment & Sustainability Section Page 37 Describe management’s role in assessing and managing climate- related risks and opportunities. Climate-related risks are measured and managed as part of the Group’s overall risk management framework. Risk Management Section Page 57 Strategy Describe the climate- related risks and opportunities the organisation has identified over the short, medium and long-term. Climate Change Risk is a risk identified and included on the Group’s Risk Register. As part of the Board’s Risk Review the Board also considered specific climate risks and opportunities and these are set out in further detail below. Risk Management Section Page 57 Environment & Sustainability Section Page 37 Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. See the disclosures below in respect of specific climate-related risks and opportunities identified by the Group. Environment & Sustainability Section Page 37 Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The group conducted a climate scenario analysis that evaluates its climate- related risks and opportunities, applying both physical and transition scenarios in line with CSRD and CDP guidelines. The analysis utilises four primary scenarios— two physical (IPCC AR6 2°C and 4°C) and two transitional (NGFS Net Zero 2050 and NGFS Divergent)—to explore possible outcomes under varying levels of climate action and warming trajectories. This analysis supported Uniphar in detecting material risks and opportunities for future climate scenarios. Environment & Sustainability Section Page 37 SUSTAINABILITY REPORT 50 Overview Strategic Review Governance Financial Statements Recommendation Response Page Risk Management Describe the organisation’s processes for identifying and assessing climate- related risks. Climate-related risk management is included in Uniphar’s overall risk management structures and considered by the Board as part of the Risk Management Framework. Risk Management Section Page 57 Describe the organisation’s processes for managing climate- related risks. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. Metrics and Targets Disclose the metrics used by the organisation to assess climate- related risks and opportunities, in line with its strategy and risk management process. Uniphar has disclosed Scope 1 and 2 emissions since 2020 and Scope 3 since 2022 and will continue to do so annually going forward. Our related risks are contained in the next table of this report. Environment & Sustainability Section Page 37 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks. Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets. Uniphar has targets in respect of Scope 1, 2 and 3 emissions that were approved in early 2024 by the Science Based Targets initiative (SBTi). Environment & Sustainability Section Page 37 51 Uniphar Plc Annual Report 2024 Driver Description Potential Impact Response to Risk / Opportunity Risk Fossil Fuel- Driven Energy Prices Fuel price fluctuations may increase healthcare distribution costs. Medium Climate Change Programme will look at opportunities to decarbonise through greater use of renewable energy, efficiency improvements to buildings and electrification of our own fleet and that of our logistics partners. Investor Expectations Restrictions on accessing capital if not reducing emissions or meeting the sustainability demands of customers may lead to inability to execute growth plans and deliver increased EBITDA. Medium Our Climate Change Programme will be shaping a pathway to achieving our emission reduction targets and our Responsible Sourcing Programme will drive our engagement with suppliers to become more sustainable throughout our value chain. Acute Physical Product deliveries may be impacted if transport networks do not adapt to climate events e.g. floods, storms, sea level rises, landslides etc. Medium The operation of regional depots mitigates the risk of full operational stoppage due to an individual weather event. Opportunity Markets Uniphar is well positioned to develop new services and solutions to ensure that both our business and that of our partners meet our climate- related requirements and ambitions. Medium Embedding climate-related risks and opportunities into the core business strategy and continual implementation of the Responsible Sourcing Programme throughout the entire business. Resource Efficiency Reduce energy costs and greenhouse gas emissions by improving operational energy efficiency. Medium Directing capital investment towards renewable energy initiatives and improving energy efficiency in buildings and lowering costs. Markets The ability to demonstrate meaningful progress on climate- related issues increases access to capital from institutional investors and fund managers. Medium Development of defined environmental objectives, including carbon reduction targets with a clear pathway to monitor performance against those targets. Climate-Related Risks and Opportunities SUSTAINABILITY REPORT 52 Overview Strategic Review Governance Financial Statements Waste and Hazardous Waste Management Throughout all our facilities we are continually investigating ways to reduce, reuse, recycle and recover. We have been a member of Repak since 1999 and we make substantial efforts across our organisation to reduce plastic waste. The Group collated data from all our locations in relation to waste and in 2024, 74% of the Group’s waste (918 tonnes out of a total of 1,242 tonnes) was diverted from landfill. Relevant parts of our business are compliant with the Waste Electrical and Electronic Equipment Directive (WEEE). Pollution Prevention The Group acknowledges the significance of protecting the environment around us and ensuring that our operations do not emit pollution into our surrounding environment. During 2024, there were no reportable instances of pollution across the Group. 53 Uniphar Plc Annual Report 2024 Pillar 4 Governance, Quality and Compliance SUSTAINABILITY REPORT Relevant SDGs: Adopting the highest standards of Governance, Quality and Compliance is essential to the success of our business. In January 2024, the Financial Reporting Council (FRC) published a revised UK Corporate Governance Code (the ‘2024 UK Code’) which comes into effect from 1 January 2025. In September 2024, Euronext Dublin also published the first Irish Corporate Governance Code (the ‘Irish Code’). As an Irish listed company, listed on both Euronext Growth Dublin and AIM, the Company may elect which corporate governance code it wishes to align its governance practices to. During 2024, the Board, following consideration by the Nominations, Governance and Sustainability Committee, reviewed its governance practices against the UK Code, the 2024 UK Code and the Irish Code. The Board resolved that going forward the Company would continue to align its governance practices to, and to disclose any variances against, the 2024 UK Code. The Board and the Nominations, Governance and Sustainability Committee will continue to review the Company’s existing corporate governance practices to ensure alignment with all provisions of the 2024 UK Code in a timely manner. The governance of our business is dealt with in extensive detail in the Corporate Governance section of this report on page 67. Product Quality and Patient Safety Uniphar has a comprehensive approach to quality management and regulatory compliance, with a commitment to maintaining high standards across all aspects of its operations. Uniphar’s Quality Management System provides a digital and validated platform, which facilitates real-time monitoring, data integrity, and traceability across its operations. This system is built around core Good Manufacturing Practice (‘GMP’) and Good Distribution Practice (‘GDP’) values, which are critical for ensuring the safety, efficacy, and quality of pharmaceutical and other healthcare products during the product life cycle. The employment of quality and regulatory subject matter experts (‘SMEs’) in each of the jurisdictions is a key strategy for ensuring compliance with both local laws and global standards. This localised expertise enables Uniphar to navigate and meet the varying requirements in different markets while ensuring that operations adhere to the company’s overarching global quality standards. The ongoing certification to ISO 9001:2015 and compliance with other relevant regulatory frameworks indicates a proactive approach to maintaining certifications and adapting to any regulatory changes. It also reflects Uniphar’s commitment to sustaining high levels of quality and operational excellence over time. This structure and focus on quality and compliance, combined with expertise at local and global levels, positions Uniphar to effectively manage risks, meet regulatory requirements and ensure product quality in a complex, highly regulated industry. 54 Overview Strategic Review Governance Financial Statements Business Ethics Uniphar is committed to promoting a corporate culture that is based on sound ethical values and behaviours. In recent years we have created and evolved several key policies aligned to our core sustainability values. The latest versions of the policy documents are all available on the Sustainability section of the Uniphar website. Responsible Sourcing Commitment Statement At Uniphar, we are committed to conducting our business in a responsible, ethical and sustainable manner. We recognise the importance of ethical, environmental and social considerations in our supply chain and procurement activities. We are committed to: » Ethical Sourcing. We commit to conducting business with honesty, integrity, and transparency. » Respect for Human Rights. We are dedicated to upholding human rights and promoting fair labour practices throughout our supply chain. » Environmental Sustainability. We recognise our responsibility to minimise the environmental impact of our sourcing activities. » Supplier Engagement. We expect our suppliers to share our commitment to responsible sourcing and work with us to meet these standards. We encourage open communication and collaboration to ensure alignment with our values and principles. » Regular Review. We commit that our sourcing practices will consistently meet the highest ethical, social and environmental standards and we are dedicated to regular reviews of our policies and procedures. Through these regular reviews, we aim to stay at the forefront of responsible sourcing, maintaining transparency, and accountability in all aspects of our supply chain. » Resourcing for success. We understand that responsible sourcing is not just a statement of intent but a tangible commitment that requires adequate support. We commit to investing in the training, technology and expertise needed to monitor and improve our supply chain practices continually. At Uniphar, responsible sourcing is not just a statement; it is an integral part of our corporate culture. We believe that by adhering to these principles and working closely with our suppliers and stakeholders, we can create a positive impact, protect human rights, preserve the environment, and contribute to a sustainable and responsible global supply chain. Policy Description Code of Conduct An overview of our responsibilities to each other and to the many different constituencies we serve – to our clients, customers, principals and to the communities where we live and work. It defines business conduct standards for everyone who works for us, in all business areas, in every function, geography and role. Supplier Code of Conduct Outlines our expectations of our suppliers and their responsibilities to us, to each other and to the many different constituencies we serve. Whistleblower Policy Establishes a structure where behaviours that depart from our ethical culture can be reported while protecting the rights of the whistleblower. This policy includes contact details of an external reporting line. Anti-Bribery and Corruption Policy We adopt a zero-tolerance approach to all forms of bribery and corruption. These standards are communicated to and expected of all employees and contractors. Modern Slavery Statement We are opposed to any form of slavery and human trafficking and conduct our business in line with the UK Modern Slavery Act 2015. Conflict of Interest Policy The Group is conscious that, at times, the interests of our employees may conflict with those of the Group or our customers. This policy seeks to manage or avoid ethical, legal, financial or other conflicts of interest and to ensure that the activities and interests of our employees do not conflict with their obligations to the Group or its welfare. 55 Uniphar Plc Annual Report 2024 The Group has a robust risk management framework in place Risk Management Systemic Risk Management The Group has a robust risk management framework in place, which provides the structure for managing the principal risks of the business. Details of this risk management framework are set out on pages 57 to 62. In addition, the quality and regulatory personnel across the Group perform regular risk assessments and have robust validation processes in place. Critical Incident Risk Management Critical incident management requires a coordinated response from multiple teams to ensure that any critical incidents (regardless of severity) are appropriately managed. Our internal reporting lines and focus on open communication across divisions and functions ensure that any critical incident identified is managed appropriately. Legal and Regulatory Requirements The Group values the importance of regulatory expertise in navigating the ever-changing regulatory environment in which it operates. The Group’s General Counsel heads the legal and compliance function across the Group with external legal and regulatory support sought, where necessary. Our extensive and knowledgeable quality teams specialise in healthcare regulation and the requirements of GDP and other regulatory codes relevant to our business. Appropriate training of our teams on the applicable regulations in the areas in which they work is essential to maintaining the Group’s reputation for quality and regulatory excellence. Selling Practices and Product Labelling As a healthcare business involved in the sale, marketing and distribution of pharmaceutical products and medical devices, the Group is subject to wide-ranging regulation on Selling Practices and Product Labelling Regulations, together with industry codes of practice. These set down strict requirements within which the Group must operate. The Group’s quality policies, manuals, extensive standard operating procedures (‘SOPs’) and employee training programmes are designed to ensure the Group meets its obligations and ensures compliance to the fullest extent. The Group’s internal procedures are the core of the Group’s Quality Management System and it is through these robust procedures and ongoing training and development that the Group continues to meet the regulatory standards across all our activities. These procedures document and ensure that the Group is compliant with both local and international standards such as ABPI, IPHA and EFPIA. These Codes emphasise the importance of providing healthcare professionals with accurate, fair, objective information about medicines ensuring that medicines promotion is undertaken in a manner that conforms not only to legal requirements but also to professional standards of ethics and good taste. The Group is committed to enabling doctors and healthcare professionals to offer their patients the best possible therapeutic care by providing them with complete, accurate and up-to-date information in accordance with the applicable legislation on the promotion of medicinal products. 56 Overview Strategic Review Governance Financial Statements Pillar 5 Business Solutions and Innovation SUSTAINABILITY REPORT Relevant SDGs: Business solutions and innovation allow us to create a more sustainable business, better outcomes for our stakeholders and underpin our can-do culture and entrepreneurial spirit. Business Resilience During 2024 we completed the first phases of our continental European hub in the Netherlands and our new high-tech distribution centre in Dublin. We also ramped up the operational use of our new warehouse in North Carolina that was opened during 2023. These new centres, together with our investment in technology, provide us with a platform to maximise the potential growth in our business. The Group continues to implement its digital transformation strategy, which includes back- office systems to support our expansion and growth plans, as well as new ways to engage our customers with innovative digital solutions. Our Cybersecurity programme is continually updated to take into account the changing cyber-threat landscape and to address emerging risks. Our programme puts in place a defence-in-depth, multi-layer security control environment, enabling us to protect, detect, respond and recover from cyber-threats. This multi-pronged approach involves strengthening existing controls, adding additional controls where weaknesses are identified and developing strategic partnerships with technology providers to deploy market leading defensive capabilities. Innovation Uniphar’s innovative culture is evident in many aspects of how we do business, including identifying new opportunities, improving our services, evaluating potential acquisitions, collaborating across our many different teams and targets, and enhancing our digital capabilities. MEDICINE SHORTAGES IMPACTING PATIENT CARE The Challenge: In May 2024, a critical shortage of a specific pharmaceutical product arose in the Irish and UK markets. This shortage posed a potential risk to patient care in hospitals and community pharmacies across both countries. Our Solution: We leveraged our extensive network across the Group to identify if the product could be sourced from alternative markets or channels. Our team confirmed that the product was available in Germany and could be supplied from there. The multinational sourcing team arranged the procurement and delivery of the product from Germany into the Irish and UK markets within a few days ensuring that patients could continue to access essential care. Thanks to our global sourcing and supply chain, we can react to critical shortages and provide unlicensed and short supply medicines both within and outside Europe. This case highlights the strength and agility of our global operations, showcasing the resilience of Uniphar’s global supply solutions. 57 Uniphar Plc Annual Report 2024 Risk Management and Internal Control The Board has overall responsibility for risk management, the Group’s system of internal control, and for reviewing its effectiveness. The Audit, Risk and Compliance Committee has responsibility for reviewing the Group’s risk management and internal control systems, along with making recommendations to the Board regarding the operation of the Group’s Risk Management Framework. The Group operates a Group-wide Risk Register. This is reviewed and updated on a regular basis and presented to the Audit, Risk and Compliance Committee. The Committee considers the risks identified and the effectiveness of the mitigating actions taken, focusing on those deemed most critical. The Group has a dedicated Head of Internal Audit who meets with the Audit, Risk and Compliance Committee to monitor the adequacy of the Group’s internal control systems. The Audit, Risk and Compliance Committee also meets with and receives reports from the external auditors. Understanding and appropriately managing our risk environment RISK MANAGEMENT The Group’s Risk Management Framework is integral to managing risk and uncertainty in an ever-evolving environment, supporting the Group’s strategy and ensuring a sustainable and resilient business. Risk Register Governance Audit and Investigation Risk Appetite Statement Internal Controls Risk Matrix Policies Communication & Training Id en tif y M on it or As se ss Mi ti ga ti on Risk Management Process The Chairperson of the Audit, Risk and Compliance Committee reports to the Board on all significant issues considered by the Committee. When necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk. Risk Management Framework The Group’s Risk Management Framework provides the structure for managing the principal risks. The Group has implemented a ‘three lines of defence’ approach to ensure that there is clear ownership and delegation of responsibility for the management and oversight of risk to support the appropriate flow of information throughout the Group. Each of these three ‘lines’ plays a distinct role within the Group’s wider governance framework. Risk Register Update Process The Group’s Risk Register process is based on a Group-wide approach. Risks are identified, assessed and monitored, with a clear focus on the assignment of responsibility to each risk owner. 58 Overview Strategic Review Governance Financial Statements Individual risks are assessed and assigned a rating based on the likelihood of occurrence and the potential impact. The Risk Register is reviewed regularly, and any new or emerging risks are added, as they are identified and assessed. Divisional management are responsible for completing and maintaining divisional Risk Registers, setting out the risks and mitigating factors pertaining to their area. The Group Risk Manager reviews these and updates the Group Risk Register, as required, for any significant risks arising. The Group Risk Manager reports to the Audit, Risk and Compliance Committee and the Board on risk during the year. The Audit, Risk and Compliance Committee and the Board carry out a review of the Risk Register and communicate and refer any required changes in mitigating actions back to executive and divisional management levels. 2024 Highlights The Group continues to ensure that the Risk Management Framework is integrated in the day-to-day activities of the business. During the year ended 31 December 2024, the Group carried out the following: » Reviewed the Group Risk Register, updating for all the key risks facing the Group at this time » Performed a review of emerging and new risks » Reviewed the relevance of existing risks and identified the current principal risks » Continued to focus on cybersecurity related risks. Emerging Risks In addition to considering our current principal risks, emerging risks are also considered as part of our overall risk management processes. Management identifies, assesses, and manages new and emerging risks in the same way as the Group’s principal risks. Emerging risks can arise in two ways for the Group. The risk can be newly identified as part of the ongoing risk management process in existence across the Group; or the risk may already be identified on the Group Risk Register but its potential impact may have changed, pointing to the need for a reassessment. Principal Financial and Reporting Risks and Uncertainties The following tables set out the principal risks and uncertainties, which have the potential to have a direct impact on the key strategic objectives of the Group. The principal risks are categorised as Strategic, Operational and Financial. These have been developed from a full review of the Group Risk Register, the business performance and evolving global trends. The risks are not listed in order of priority, nor do they represent an exhaustive list of all risks currently affecting the business. They represent what the Board deems to be the principal risks and uncertainties facing the Group at this time. Some risks may not be currently known to the Board or they may not be of material consequence, at this time. The mitigating factors that are in place do not represent an absolute level of protection and elimination against the risk, but they are designed to give reasonable protection against the impact of the risk. Implementing Monitoring Risk Management Framework Board/Audit, Risk and Compliance Committee Board Ensure prudent risk management is implemented in the Group. Review and approve the Group Risk Register along with Risk Appetite and Risk Management Policy. Audit & Risk Committee Oversee the adequacy and effectiveness of the Group’s internal controls. Responsible for the review and assessment of the effectiveness of the Group’s risk management process. Senior Management Overall responsibility for establishing and embedding the risk management processes within the Group. The Group Risk Manager is responsible for monitoring, maintaining, and presenting the Group Risk Register to the Audit, Risk and Compliance Committee and the Board. 3RD line of defence Internal Audit Ensures independent oversight of the Risk Management Policy and the execution of the Group’s risk management process. Internal Audit is responsible for testing the design and effectiveness of the Group’s control environment and ensuring the risk management responsibilities of the 1st and 2nd lines of defence have been discharged. 2ND line of defence Risk Co-Ordinator Responsible for overseeing and executing the Group’s risk management process and maintaining the Group’s Risk Management Policy and Risk Appetite Statement. 1ST line of defence Operational Level Processes and Controls in the ordinary operations of the business which identify, assess and reduce or mitigate risk exposure through management or internal control measures. 59 Uniphar Plc Annual Report 2024 The principal risks and uncertainties for the year ended 31 December 2024 are summarised below: Strategic Pillar Partner of Choice Capital Allocation Strive for Excellence People & Sustainability Trend Stable Increasing Decreasing ↕ ↗ ↗ Strategic Risks Risk Impact Mitigation Trending Economic, geopolitical & external environment risk The global macroeconomic, regulatory, political, and legal environment may impact the markets in which we operate and, in turn, our client and supplier base. Ongoing conflicts around the world increase the risk of geopolitical instability that present an increased risk for the Group. This may adversely affect the Group’s financial and operational results. The Group closely monitors global political and economic conditions and responds quickly to any changes in circumstances or events. The Group has increased its geographical footprint in recent years which now includes Ireland, the UK, Europe, the US and Asia Pacific, thus decreasing the reliance on any particular geographic market. The Group has deep experience in navigating supply chain challenges with extensive international relationships, strong procurement know-how and flexible stock levels to support continuity of supply. The Group actively manages its cost base, to ensure that margins are maintained and to reduce margin erosion. ↗ Increase Acquisitions & Strategic Growth The Group seeks to achieve its growth targets through a combination of organic growth and acquisition into both existing and new markets and geographies. Growth through acquisition continues to remain a key strategy for the Group. Failure to identify, complete and integrate acquisitions successfully may directly impact the Group’s projected growth. Organic growth carries risks such as new regulatory obligations, increased operational complexity and failure to understand new markets. All potential acquisitions are assessed to measure their strategic fit and financial return. Specialist advisers are appointed to provide robust and thorough due diligence. Experienced management and project teams ensure integration and organic expansion is managed effectively, to achieve identified benefits and minimise potential risks. The Group carries out a Goodwill Impairment assessment annually, or more frequently, if required, to ensure the carrying value remains appropriate. ↔ Stable Key personnel & succession planning The success of the Group is directly correlated to the effectiveness and talent of its people, including Directors, senior management, and colleagues across all divisions. If the Group fails to attract, retain, and develop the skills and expertise of colleagues, this may adversely impact the Group’s performance. Succession planning and talent management is implemented across the Group, ensuring that the appropriate skills, knowledge, and diversity are in place to ensure the future success of the Group. The Group has developed a number of new talent development programmes across our divisions to support talent development and retention. The Group looks to appropriately incentivise teams, to ensure long-term alignment with shareholder objectives. ↔ Stable RISK MANAGEMENT 60 Overview Strategic Review Governance Financial Statements Strategic Risks (continued) Risk Impact Mitigation Trending Market perception & reputational risk Uniphar plc is a publicly listed company and must communicate to the market and stakeholders regularly with updates on financial performance and key metrics. Failure to deliver in line with expectations may result in reputational damage impacting the Group’s ability to achieve strategic targets. The Group has financial reporting structures and timelines in place to ensure accurate and timely reporting. The Board reviews the financial and operating performance, together with the implementation of the strategic plan. The Group Investor Relations team actively engages with the investment community. The team ensures a timely and accurate communication of information to the market. A positive corporate culture reinforces ethically responsible behaviour in the business. ↔ Stable Loss of competitive position Changes in the competitive environment in which the Group operates may occur as a result of new market entrants, loss or material change in terms of key customers or key suppliers, new technologies or regulatory changes. Failure of the Group to respond to any of these may result in the loss of its competitive edge and market share, which may put pressure on profitability and margins. The Group continues to monitor market trends and demands, to maintain its competitive edge. Individual business management teams manage the supplier and customer relationship and keep informed of any changes in their business strategies. Value-add and unique services are offered to enhance the relationship and promote customer loyalty. Strategic acquisitions enhance the commercial relationships within the pharmaco-medical market and provide a wider and more diverse service offering, protecting the competitive position. ↔ Stable Environment & Sustainability The increasing global focus on environmental and sustainability governance is recognised by the Group, and its stakeholders. Failure to appropriately assess, monitor, report and manage the Group’s impact on the environment and the communities in which it operates may result in reputational damage, impacting the Group’s ability to deliver results. The Group is subject to an increasing number of environmental and sustainability regulations and legislation, which may negatively affect the Group’s business if it fails to adequately comply with them. The Group recognises the lasting impact its actions can have on the environment and is committed to operating sustainably and reducing its environmental impact. During 2024, the Group appointed a Group Sustainability Manager to drive the sustainability agenda. The Group’s Sustainability Council drives the sustainability agenda across the Group and ensures that sustainability targets are integrated across all businesses. The Group engages with external advisers to ensure it is prepared for upcoming reporting obligations. The Group’s banking facilities incorporate sustainability provisions that will enable discounted rates of interest for achieving specified ESG goals and benchmarks. Furthermore, bonus metrics for Executive Directors and some senior management include specific sustainability and governance targets to ensure focus on achieving continuous improvements in this area. ↔ Stable Transformational project execution The Group has embarked on several transformational projects that will provide it with the platform and capacity to grow over the coming years. Significant transformation programmes bring inherent risks such as an inability to manage change in the organisation or to deliver projects within time and budget constraints. Failure of the Group to satisfactorily deliver such projects may result in cost overruns or reputational damage impacting the Group’s ability to deliver strategic targets. The Group has implemented appropriate project management structures to ensure projects are delivered in line with their plans. Appropriate project management resources have been added to the organisation to facilitate this. Furthermore, the Group utilises external advisers to supplement our internal knowledge where specialist skills are required. ↔ Stable 61 Uniphar Plc Annual Report 2024 Operational Risks Risk Impact Mitigation Trending Cybercrime In common with all large organisations, the Group is exposed to risk relating to cyber events threatening the availability or integrity of our systems and data. There is a constant threat of sophisticated cyber-attacks, increasingly using artificial intelligence, including ransomware, phishing and malware. An adverse event could result in significant reputational, operational and financial damage. The Group is also exposed to the risk of an attack on our business partners that could negatively impact the Group. The Group has IT security processes in place to minimise the occurrence of cyber-attacks. Continuous user awareness is a key measure used in helping to protect against the threat of a cyber-attack. External reviews and penetration testing are carried out to identify vulnerable areas and put in place mitigating controls. The Group has invested in a dedicated IT Security team, led by the Director of Information Security, to continuously review, monitor and strengthen the preventative and detective controls required to protect against a cyber related incident and draws on appropriate external support to achieve this objective. ↗ Increase IT systems Digital capabilities are a specific strategic offering of Uniphar, and the alignment of the IT strategy with the business strategy is essential. The Group is reliant on the effectiveness of its IT systems and network. Any interruption or downtime may have a negative impact on the Group’s operations, financial conditions, and competitive position. The IT strategy is a key factor in the Group’s strategic planning process. This ensures that the development of our IT systems and processes remains aligned with Group objectives. The Group actively monitors the performance and robustness of our IT systems. The in-house IT team works in tandem with external providers to ensure all business-critical processes are safeguarded. Business continuity plans are in place to ensure the uninterrupted provision of services and to enable the restoration of key systems, if necessary. Continued technology investment is essential to support the enlarged Group, and a multi-year technology transformation programme is underway, with the initial focus on ERP platforms. ↔ Stable Business interruption The Group may be unable to provide a service to customers, due to external factors affecting its operations such as, natural disasters, environmental hazards, or industrial disputes, resulting in potential lost sales and loss of customer loyalty. A business continuity plan is in place and is updated and reviewed continuously to mitigate the risks to operational continuity. ↔ Stable Health & Safety Uniphar distributes pharmaceuticals and medical devices to pharmacies, hospitals, and patients. Uniphar also provides consultancy services to a range of healthcare practitioners. Failure to follow all applicable regulations and guidance could impact patient safety. The health and safety and well- being of our staff is also paramount. With large operational facilities in various locations, it is essential we adhere to the highest standards of health and safety throughout the organisation. Failure to implement and follow proper health and safety procedures could have adverse effects on our people or patients. Dedicated quality functions are in operation across the Group, ensuring that we adhere to and comply with good distribution practice, pharmacovigilance and regulatory requirements. A robust health and safety framework is in place to ensure that we have effective health and safety processes. ↔ Stable RISK MANAGEMENT 62 Overview Strategic Review Governance Financial Statements Operational Risks (continued) Risk Impact Mitigation Trending Laws, regulations and compliance Uniphar operates in a highly regulated environment and is subject to both local and international laws and regulations in the jurisdictions where we operate. Failure to operate under any of these stringent laws and regulations could result in financial penalties, reputational damage, and risk to business operations. The Board has overall responsibility for the Group’s corporate governance environment. Our strong corporate governance culture prioritises continuous improvement. The Group General Counsel and Company Secretary are responsible for the oversight of compliance across the Group. The Group also has an extensive quality and regulatory team, who ensure compliance with all applicable regulations relating to our service offerings. In the area of data privacy, the Group has a dedicated Data Protection Compliance Officer and Data Protection Officers within each division. The Data Protection Compliance Officer provides group guidance and governance to the divisional Data Protection Officers. In addition, the Group ensures that professional and appropriately qualified personnel are employed in positions of responsibility. Education and internal training are provided on updates to laws and regulations, as appropriate. ↔ Stable Financial Risks Risk Impact Mitigation Trending Foreign currency The Group’s reporting currency is the Euro. Exposure to foreign currency occurs in the normal course of business, as the Group operates in jurisdictions outside of the Eurozone. The Group’s activities are primarily conducted in the local currency of the operation, which results in low levels of transactional risk. The foreign currency risk has increased in recent years, due to expansion in jurisdictions outside of the Eurozone. The Group reduces its exposure to currency fluctuation by matching foreign currency payments and receipts across business units. The current banking facility permits drawdown across multiple currencies, which can create a natural hedge. ↔ Stable Treasury The Group is exposed to liquidity, interest rate and credit risks. Increases in interest rates impact the Group by increasing interest costs on outstanding borrowings thereby limiting the available cash flows for reinvestment. The Group Treasury Policy sets out how these risks are managed. The policy is reviewed and approved by the Audit, Risk and Compliance Committee. Cash forecasting and effective management reports are in place to monitor and minimise the financial risk. The current banking facility agreement provides sufficient headroom for the Group in terms of liquidity. The Group monitors and manages its net bank debt and leverage and seeks to actively manage cash flow conversion, to minimise debt levels and associated interest costs. ↔ Stable Uniphar Plc Annual Report 2024 64 Company Information 65 Board of Directors 67 Corporate Governance Report 79 Audit, Risk and Compliance Committee Report 85 Nominations, Governance and Sustainability Committee Report 89 Remuneration Committee Report 102 Directors' Report Governance 63 Uniphar Plc Annual Report 2024 Governance 64 Overview Strategic Review Governance Financial Statements COMPANY INFORMATION Board of Directors M. Pratt (Chairman) G. Rabbette (Chief Executive Officer) T. Dolphin (Chief Financial Officer) J. Gaul L. Hoctor P. Hogan S. Webb V. Sick Company Secretary and Registered Office A. McCarthy Uniphar plc 4045 Kingswood Road Citywest Business Park Co. Dublin D24 V06K Registered Number: 224324 Auditors PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm One Spencer Dock North Wall Quay Dublin 1 D01 X9R7 Legal Adviser William Fry 2 Grand Canal Square Dublin 2 D02 A342 Nomad and Euronext Growth Adviser Davy Davy House 49 Dawson Street Dublin 2 D02 PY05 Website Further information on Uniphar plc is available on the Group’s website: www.uniphar.ie Registrar Computershare Investor Services (Ireland) Limited 3100 Lake Drive Citywest Business Campus Dublin 24 D24 AK82 Principal Bankers Bank of Ireland Allied Irish Banks Royal Bank of Canada HSBC Bank Barclays Bank ING Bank Citizens Bank Joint Brokers Davy Davy House 49 Dawson Street Dublin 2 D02 PY05 RBC Europe Limited 100 Bishopsgate London EC2N 4AA Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET Investor Relations A. Smylie Uniphar plc 4045 Kingswood Road Citywest Business Park Co. Dublin D24 V06K 65 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Executive and Non-Executive Directors ■ Executive 25% ■ Non-Executive 75% Gender Diversity ■ Female 37.5% ■ Male 62.5% Geographic Locations ■ Ireland 5 ■ UK 1 ■ Europe 1 ■ USA 1 Board Independence ■ Independent 62.5% ■ Non-Independent 37.5% (Chairman and Executive Directors) Name Maurice Pratt Ger Rabbette Tim Dolphin Paul Hogan Position Non-Executive Chairman Chief Executive Officer Chief Financial Officer Non-Executive Director Nationality Irish Irish Irish Irish/American Date of Appointment July 2003 March 2010 July 2010 June 2019 Independent No No No Yes Committee Memberships N/A N/A Experience Maurice was appointed Chairman in 2009, having joined the Board as a Non- Executive Director in July 2003. Former Chief Executive Officer of Tesco Ireland Limited and C&C plc, Maurice is currently Vice-Chairman of Serious Fun Children’s Network, Chairman of Powerscourt Distillery Limited and The Coombe Hospital and is a non-executive director of Bfree Foods Holdings Limited. An industry veteran, Ger joined Uniphar from Celesio, where he was Managing Director of Movianto Ireland and Head of Celesio Manufacturing Solutions Ireland. He is a chartered accountant by training and has held a range of senior positions in the healthcare sector with Cahill May Roberts and the wider Celesio Group. Tim joined Uniphar from Topaz Energy Limited where he was a member of the senior management team. Prior to this, Tim held various senior finance positions with Royal Dutch Shell plc in Ireland. He is a chartered accountant by training and is a director of the Pharmaceutical Distributors Federation Ireland CLG. A chartered accountant by training, Paul was CFO of Brook & Whittle Limited, a private equity owned packaging group, headquartered in Connecticut, US until April 2022 and was previously CFO at Nelipak Healthcare and Director of Development and CFO of the Clondalkin Group. He trained in Audit and Business Advisory in PwC. Principal Skills Leadership, Strategy, Industry, International Markets, Governance, M&A Industry, Leadership, Strategy, Finance, International Markets, M&A Industry, Leadership, Strategy, Finance, International Markets, M&A, Legal & Regulatory Industry, Leadership, Strategy, Finance, International Markets, M&A N N R BOARD OF DIRECTORS 66 Overview Strategic Review Governance Financial Statements A Audit, Risk and Compliance Committee Chair: Sue Webb See pages 79 to 84 for Committee Report N Nominations, Governance and Sustainability Committee Chair: Jim Gaul See pages 85 to 88 for Committee Report R Remuneration Committee Chair: Paul Hogan See pages 89 to 101 for Committee Report Chief Executive Officer Ger Rabbette See pages 13 to 16 for CEO Report Sue Webb Jim Gaul Liz Hoctor Valerie Sick Aisling McCarthy Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director General Counsel & Company Secretary English Irish Irish French Irish June 2019 January 2021 January 2021 January 2024 May 2019 Yes Yes Yes Yes N/A Sue held a variety of sales and marketing roles at Novartis Pharmaceuticals, UK, Ltd, including Country President, UK & Region Head of Country Management, Europe. Previously, Sue worked for Ortho McNeil in the US and Janssen- Cilag in the UK, gaining significant experience in pricing, strategy, country re-organisation and pharmaceutical product launches. Jim is a Chartered Accountant and former Chief Financial Officer of Sanofi Ireland, OPKO Ireland & Mount Carmel Private Hospital. He has a strong track record in financial management and global healthcare and is a former non-executive director of Carraig Insurance and Valeant Pharmaceuticals Ireland. Liz is a qualified pharmacist and former president of the Irish Pharmacy Union (IPU). With over twenty years’ experience advocating at both political and administrative levels of Government on behalf of the pharmacy profession, Liz has developed an in-depth understanding of the Irish, European and international healthcare systems. Liz also holds a Diploma in Corporate Governance. Valerie has over 25 years’ senior international experience in private and publicly listed pharmaceutical and life science companies in Europe. She currently serves as Chief Financial Officer of bioMerieux Deutschland GmbH and previous appointments include Director of Finance and Administration of Yves Rocher GmbH. Valerie is fluent in French, German and English and also has a strong interest in climate friendly business models and long-term sustainable business. Aisling joined Uniphar in May 2019 from William Fry, where she spent 12 years specialising in Corporate M&A transactions and restructurings. She is responsible for the Group’s legal, company secretarial, risk and compliance functions. Industry, Leadership, Strategy, International Markets, M&A Industry, Leadership, Strategy, Finance, International Markets Industry, Leadership, International Markets, Legal & Regulatory, Governance Industry, Leadership, Strategy, Finance, International Markets N N R A A A 67 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Dear Shareholder On behalf of the Board, I am pleased to introduce the Group’s Corporate Governance Report for 2024. This report outlines the clear roles and structures we have in place for managing corporate governance and seeking to ensure that the Group is positioned to meet corporate governance standards at all times. Board and Committee Composition Changes As announced during the year, Jeff Berkowitz resigned from the Board in January 2024 having served a three-year term. Following a thorough Board appointment process, we welcomed Valerie Sick to the Board in early 2024 and since her appointment she has brought a wealth of international experience in private and publicly listed pharmaceutical and life science companies across Europe. Independent representation on the Board remained at 62.5% throughout 2024 and female representation on the Board increased to 37.5% in line with commitments made during 2023. The Nominations, Governance and Sustainability Committee also reviewed the composition of each Board Committee during 2024 and resolved to refresh the role of Chair on each Committee following a three-year term of each previous Committee Chair. Ger Rabbette resigned from the Nominations, Governance and Sustainability Committee in early 2025 resulting in Non-Executive only membership on that Committee. A full list of Board and Committee changes is set out at pages 65 to 66. Corporate Governance Code Review In January 2024, the FRC published a revised UK Corporate Governance Code (the “2024 UK Code”) which comes into effect from 1 January 2025. In September 2024, Euronext Dublin also published the first Irish Corporate Governance Code (the “Irish Code”). As an Irish listed company, listed on both Euronext Growth Dublin and AIM, the Company may elect which corporate governance code it wishes to align its governance practices to. During 2024, the Board, following consideration by the Nominations, Governance and Sustainability Committee, reviewed its governance practices against the UK Code, the 2024 UK Code and the Irish Code. The Board resolved that going forward the Company would continue to align its governance practices to, and to disclose any variances against, the provisions of the 2024 UK Code as they become applicable. The Board and the Nominations, Governance and Sustainability Committee will continue to review the Company’s existing corporate governance practices to ensure alignment with all provisions of the 2024 UK Code in a timely manner. CORPORATE GOVERNANCE REPORT CHAIRMAN'S OVERVIEW Culture and Engagement 2024 saw a continued focus on employee engagement across our business. Each of the divisions conducted further employee engagement surveys and the results of these were presented to the Board by Jim Gaul, our designated Workforce Engagement Director. Areas of strength consistently identified across each division included People and Teams, Learning and Development and Pride and Accomplishment. Among the areas identified for improvement were communication across the Group, career development and well-being. During the year the Group rolled-out a number of initiatives to address improvement areas identified, including the launch of Spectrum – our digital wellness programme, the launch of Evolve and Transform manager development programmes and the kick-off of our implementation of a new Group-wide communications platform. I am confident that each of these initiatives will play a huge part in continuing to enhance the culture and employee experience across the Group. Shareholder Engagement Programme The Directors continued to proactively engage with shareholders during 2024, in particular ahead of the Company’s AGM in May 2024. We believe this open and ongoing engagement helped to ensure that the Company was acting in line with shareholder expectations from a strategic, performance and governance perspective and ensured that all resolutions at the Company’s AGM passed with greater than 80% majority. Board Performance Evaluation During the year the Board continued to build on the outputs from the external Board evaluation conducted in 2023 and completed an internal Board performance review in line with the Company’s Annual Board Performance Review Procedure to ensure all Directors had an opportunity to formally comment on Board practices, performance and dynamics. I am delighted that this was another positive review with some areas of focus identified and some improvement actions already underway. Looking ahead As we look forward, in 2025 the Board will continue to focus on the strategic objectives of the Group and each of the Group’s divisions. Monitoring corporate governance compliance and performance against sustainability targets will also be key objectives for the Board. I look forward to continuing to work closely with my fellow Directors during 2025 and to ongoing engagement with our shareholders, to ensure that we are continuing to meet their expectations from both a strategic and governance perspective. Maurice Pratt Chairman 68 Overview Strategic Review Governance Financial Statements CORPORATE GOVERNANCE REPORT Corporate Governance Statement The Directors acknowledge the importance of good corporate governance and believe that it creates shareholder value by improving performance, while reducing or mitigating the risks that a company faces as it seeks to create sustainable growth over the medium to long-term. In recent years the Board has made significant progress in bringing the Group’s corporate governance regime in line with the requirements of the UK Code and the Board has formally adopted the UK Code as its corporate governance code since 2022. In January 2024, the FRC published the 2024 UK Code which comes into effect from 1 January 2025 and in September 2024, Euronext Dublin also published the Irish Code. As an Irish listed company, listed on both Euronext Growth Dublin and AIM, the Company may elect which corporate governance code it wishes to align its governance practices to. During 2024, the Board, following consideration by the Nominations, Governance and Sustainability Committee, reviewed its governance practices against the UK Code, the 2024 UK Code and the Irish Code and resolved that going forward the Company would continue to align its governance practices to, and to disclose any variances against, the provisions of the 2024 UK Code as they become applicable. As the UK Code is only applicable to financial years from 1 January 2025, the disclosures in this Report are aligned to the UK Code. The Group complies with all provisions of the UK Code, except: » Provision 19 – The Chair’s tenure exceeds nine years. During 2023, the Board, on the recommendation of the Nominations, Governance and Sustainability Committee, approved a Chair succession plan that will see Mr Pratt step down from his role as Chair at the Company’s AGM in 2026. Further details in relation to Chair succession planning are set out on page 87. » Provision 32 – The Chair of the Remuneration Committee had not served on the Committee for a period of 12 months prior to his appointment as Chair of that Committee. Mr Hogan served on the Remuneration Committee alongside Mr Berkowitz since September 2023 and while he had not served 12 months on the Committee prior to taking over as Chair of the Committee in January 2024 he was the longest serving member of that Committee at the time of Mr Berkowitz’s resignation and was therefore deemed the most appropriate person to take over the position as Chair. Ger Rabbette See pages 13 to 16 for our CEO Report Chair: Sue Webb See pages 79 to 84 for our Committee Report Chair: Paul Hogan See pages 89 to 101 for our Committee Report Chair: Jim Gaul See pages 85 to 88 for our Committee Report Audit, Risk and Compliance Committee Nominations, Governance and Sustainability Committee Remuneration Committee Chief Executive Officer 69 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Board of Directors The Board comprises of eight Directors, two of whom are Executive Directors and six of whom, including the Chairman, are Non-Executive Directors, reflecting a blend of different experience and backgrounds. Of the Non-Executive Directors, five members have been deemed by the Board to be independent. Biographies of all of the Directors are set out on pages 65 to 66. Division of Responsibilities The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the Executive Team. The Board has a collective responsibility and legal obligation to promote the interests of the Group and is responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman. The roles of Chairman and Chief Executive Officer are not combined and there is a clear division of responsibilities between them. The Chairman’s responsibility is to lead the Board, and this ensures that the Board is effective and efficient. The Chief Executive Officer is accountable to the Board for all authority delegated to the Executive Team. Chairman The Chairman has overall responsibility for corporate governance throughout the Group. He leads and chairs the Board, ensuring that Committees are properly structured and that they operate with the appropriate terms of reference. He ensures that all Directors contribute effectively to the development of the Group’s strategy and consider the inherent risk included in the implementation of the chosen strategy. The Chairman is involved in the development of strategy and setting objectives, together with the Chief Executive Officer, and oversees communication between the Company and its shareholders. Chief Executive Officer The Chief Executive Officer provides leadership and management for the Group and leads the development of objectives, strategies and performance standards, as agreed by the Board. He monitors, reviews and manages key risks and strategies with the Board, and ensures that the assets of the Group are maintained and safeguarded. He also takes a leading role on investor relations activities to ensure that communications and the Company’s standing with shareholders and financial institutions are maintained. The Board has delegated responsibility for the management of the Group, through the Chief Executive Officer, to the Executive Team. Non-Executive Directors The Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Directors and ensure that the Group is operating within the governance and risk framework approved by the Board. Company Secretary The Company Secretary is responsible for providing a clear and timely information flow to the Board and its Committees and supports the Board on matters of corporate governance and risk. All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The appointment and removal of the Company Secretary is a matter for the Board. Senior Independent Director Paul Hogan holds the position of Senior Independent Director of the Board. This role provides a sounding board for the Chairman and serves as an intermediary for the other Non-Executive Directors, when necessary. The Senior Independent Director is also available to shareholders if they have concerns. The Board acknowledges the important role the Senior Independent Director plays in reviewing the Chair’s performance annually and in succession planning for the Chair, particularly in circumstances where the Chair has been determined not to be independent. Director for Workforce Engagement Jim Gaul holds the position of designated Director for Workforce Engagement. In his role he liaises with the HR teams on employee engagement mechanisms, assesses the output of workforce engagement exercises and briefs the Board on this engagement, ensuring that the views and interests of employees are considered by the Board. Committees The Board is supported in its function by the Audit, Risk and Compliance Committee, the Nominations, Governance and Sustainability Committee and the Remuneration Committee and Reports from each of these Committees are contained on pages 79 to 101. CORPORATE GOVERNANCE REPORT 70 Overview Strategic Review Governance Financial Statements Matters Reserved for the Board A formal Schedule of Matters Reserved for the Board is in place and is reviewed annually. Specific responsibilities reserved for the Board include: » Responsibility for the overall leadership of the Group and setting the Group’s values and standards; » Approving the Group’s purpose, strategic aims and objectives; » Promoting the long-term sustainable success of the Group, generating value for shareholders and contributing to wider society; » Embodying and promoting a corporate culture that is based on sound ethical values and behaviours and using it as an asset and a source of competitive advantage; » Undertaking an assessment of the prospects of the Group over a defined period and determining why it considers that period to be appropriate; » Ensuring maintenance of an effective system of internal control and risk management; » Approving changes to the structure, size and composition of the Board, following recommendations by the Nominations, Governance and Sustainability Committee; » Undertaking a formal and rigorous review of its own performance, that of its Committees and individual Directors, and the division of responsibilities; and » Considering the balance of interests between shareholders, employees, customers and the community. In early 2024, the Schedule of Matters Reserved for the Board was also updated to include specific references to the Board’s remit in overseeing the sustainability practices of the Group in line with recommendations of the external Board evaluation. During 2024, the key matters considered by the Board included: Strategy & Management » Two-day Board Strategy Event (November 2024) » Monitoring active pipeline of value accretive M&A across all divisions » Strategic investments in organic growth opportunities » New significant contractual arrangements » Strategic investment in ERP implementation and digital transformation » Disposal of Inspired Insights LLC in the US Financial Reporting & Compliance » Interim and Final results announcements » Annual Report and Financial Statements » Interim and final dividends » Annual Budget and 5-Year Plan » Updates to Group Policies » Compliance Review Corporate Governance and Stakeholder Engagement » Appointment of New Non-Executive Director » Changes to Board committee compositions » AGM voting results and proxy adviser recommendations » Shareholder Engagement Programme » Internal Board Performance Review » Review of Corporate Governance Practices in light of 2024 UK Code and Irish Code Risk & Internal Controls » Approval of Risk Management Policy, Risk Appetite Statement and updates to Risk Register » Consideration of climate-related risks and their potential impact on the business » Cybersecurity Review » Updates from Audit, Risk and Compliance Committee on internal controls and audit process » Update from Head of Internal Audit Remuneration » Approval of Remuneration Policy for Executive Directors » Approval of bonus payout levels of Executive Directors » IA Guideline’s on Remuneration Policy Sustainability/ESG » Climate reporting and SBTi emissions target submission » CDP Response 2024 » External Board Sustainability training » Group’s external Sustainability ratings and reporting » Group’s Sustainability roadmap and CSRD readiness 71 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Appointment of Directors The Board has a formal Board Appointments Policy in place, which sets out the procedure and criteria to be applied when considering the appointment of new individuals to the Board. As part of this procedure, the Nominations, Governance and Sustainability Committee evaluates the balance of skills, experience, independence, diversity and knowledge currently on the Board. Valerie Sick was appointed to the Board in January 2024 following a process led by the Nominations, Governance and Sustainability Committee during 2023. Details of the appointment process were contained in the Company’s Annual Report 2023. Conflicts of Interest The Group has a Conflicts of Interest Policy in place, which provides that where incoming or existing Directors retain or accept new appointments with other companies, including related companies, this should be fully disclosed to the Company Secretary and the Chairman for approval, to ensure that any conflicts of interests are identified in a timely manner. Before accepting any outside directorship, a Director must engage with and seek approval of the Chair and the Company Secretary. Re-election of Directors In line with the provisions of the UK Code, the Articles of the Company provide that all Directors must retire annually and, if eligible, present themselves for re-election to the Board. At the 2024 AGM, all Directors were put forward for re-election to the Board and each was re-elected by the shareholders. Induction, Development and Training The Directors believe that the Board has significant industry, financial, strategic and governance experience, possessing the necessary mix of experience, skills, personal qualities, and capabilities to deliver the strategy of the Group for the benefit of shareholders over the medium to long-term. The skills of each of our Directors are highlighted in the Director biographies on pages 65 to 66 and the skills matrix below. Industry Finance Leadership International Markets Strategy Governance Legal & Regulatory Mergers & Acquisitions 8 5 8 8 7 2 2 5 The Board notes that certain shareholders and proxy advisers have highlighted the importance of cybersecurity and sustainability experience at Board level. In assessing the skills of the members of the Board, the Board has not identified any Director with specific skills or experience in the areas of cybersecurity or sustainability. During 2024, the Group’s Chief Information Security Officer presented updates to the Audit, Risk and Compliance Committee at two Committee meetings and the Chief Technology Officer also provided cyber and digital transformation updates to the Board. In December 2024, an external firm was engaged to provide training to the Directors on the NIS 2 Directive on cyber security and its implications for the Group and the Directors. As cybersecurity has also been identified as a key business risk, the assessment, monitoring and mitigation of that risk is a matter currently under the remit of the Audit, Risk and Compliance Committee. In the area of sustainability, the Nominations, Governance and Sustainability Committee’s remit includes sustainability oversight and in November 2024, the Directors received externally facilitated training provided by external consultants on sustainability and the regulatory requirements relevant to the Group in this important area. The Board is kept abreast of key developments regarding corporate governance and AIM and Euronext Growth regulation by its Nominated Adviser and Euronext Growth Adviser, and its legal advisers. The Company’s legal advisers provide updates on relevant legal and governance issues with the Nominated Adviser and Euronext Growth Adviser providing the Board with training on the AIM Rules and Euronext Growth Rules (as applicable) and refresher training as and when required. The Company Secretary also helps to keep the Board up to date on corporate governance developments and liaises with the Nominated Adviser and Euronext Growth Adviser on areas of AIM and Euronext Growth Rules requirements. The Directors have access to the Nominated Adviser and Euronext Growth Adviser, the Company Secretary, lawyers, and auditors as and when required and are able to obtain advice from other external bodies, when necessary. The Board also has a formal Board induction procedure in place. When new Directors join the Board, they are provided with extensive briefing materials on the Group and its operations, as well as training, where appropriate. CORPORATE GOVERNANCE REPORT 72 Overview Strategic Review Governance Financial Statements Internal Board Performance Review The Board believes that, in addition to dealing with any matters as they arise, it is appropriate to carry out a formal review of the performance of the Board each year. This is intended to ensure that the Board remains effective, well-informed, and able to make high quality and timely decisions for the benefit of all stakeholders of the Group. The Chairman is responsible for overseeing the annual board performance review process. In accordance with the provisions of the UK Code, a performance review of the Board is carried out annually and facilitated externally every third year. An external evaluation was completed in 2023 and following on from the findings of that review, in November 2024, the Board conducted an internal Board Performance Review in line with the Annual Performance Review Procedure, including individual director self-assessments led by the Chair. The Group’s Annual Performance Evaluation Procedure includes an evaluation of: » The composition and structure of the Board, to include the balance of skills, experience and knowledge on the Board » The Board’s diversity, to include gender, social and ethnic backgrounds, and cognitive and personal strengths » The independence of the Board and individual Directors » How the Board works together as a unit to achieve objectives and fulfil responsibilities » How the Board discharges its roles and responsibilities » Board processes, to include effectiveness of meetings, agendas, forward planning and reporting » The Chairman’s leadership style and approach » The performance of Committees » The performance and ability of individual Directors to contribute effectively and their ongoing commitment to their role as Director and, if relevant, Committee membership. The outcome of the 2024 Board performance review was very positive with board dynamics and the open discursive culture of the Board key features of responses. The 2024 Board performance review also noted some areas for continued focus and improvement and these are summarised below: Topic Findings Agreed Actions Board Planning Ensure greater forward planning for Board and Committee meetings and the circulation of board papers in sufficient time ahead of board meetings. Company Secretary to work with the Chair and Committee Chairs to agree agenda items in advance of meetings with more standardised Board packs to assist in early board paper circulation. Engagement with senior management and internal stakeholders Desire for greater engagement with senior management and increased updates on communications with internal stakeholders. Board planning to include increased interactions with members of senior management. Roll-out of Group-wide communications portal to assist with Board visibility of communications with internal stakeholders. Performance Evaluation The Board does not routinely discuss board effectiveness at the end of meetings and has not adopted specific performance goals for the Board. Include regular board effectiveness review sessions as a rolling agenda item for Board meetings to ensure follow-up on findings from board performance reviews. Non-Executive Directors to work with the Chair to identify specific board objectives. The Non-Executive Directors also met with the Chair during 2024, without Executive Directors present, and discussed a wide range of issues, including those considered by the various standing Board committees. In addition, the Non-Executive Directors, led by Paul Hogan as Senior Independent Director, met without the Chair present, to review the performance of the Chair. Board Succession Planning The Board plans for its own succession with the assistance of the Nominations, Governance and Sustainability Committee and has prepared a succession plan to ensure that the Board has continuity of relevant skills and independence in the future. In doing this, the Board considers the skills, knowledge and experience necessary to enable it to meet the strategic vision for the Group. Recent Board evaluations have not identified any particular skills gaps on the Board. Diversity, to include gender, social and ethnic backgrounds, and cognitive and personal strengths, is also a key feature for the Board in succession planning. 73 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Female representation on the Board increased during 2024 and the Board and the Nominations, Governance and Sustainability Committee are also conscious of the increased recommendations and regulation in relation to increased ethnic diversity on Boards. Ethnic diversity is a consideration for the Board and the Nominations, Governance and Sustainability Committee in succession planning. The results of the Group’s annual performance review are used to inform the Board’s future succession planning priorities. Chair Succession One area in which the Company is not currently in line with the UK Code relates to Chair tenure. The Board is aware that where the tenure of the Chair exceeds the recommendations of the UK Code a clear explanation for this should be provided. As Chair, Mr Pratt continues to demonstrate strong and ethical leadership while fostering a productive and working relationship with the Executive Directors. While Mr Pratt’s tenure exceeds the recommendations set out in the UK Code, the Board notes the findings of the external Board evaluation in 2023 which identified the Chair’s leadership as a specific positive in the findings. The Board also believes that the appointment of a Senior Independent Director and annual Board evaluations (including periodic external evaluations) mitigate, in the short-term, any impact of non-independence or long tenure of the Chair. Furthermore, Mr Pratt is put forward for annual re-election at each AGM and has received overwhelming shareholder support to date. Notwithstanding the above identified additional measures to mitigate the Chair’s long tenure, the Board have approved a plan that will see Mr Pratt step down as Chair of the Board at the Company’s 2026 AGM to ensure alignment with the UK Code on this point. The Nominations, Governance and Sustainability Committee focused on Chair succession during 2024 and will continue to work on this topic during 2025 with a view to announcing a successor for the Chair in early 2026 ahead of Mr. Pratt’s resignation. Independence Of the existing Non-Executive Directors, the Board has determined that Paul Hogan, Sue Webb, Jim Gaul, Liz Hoctor and Valerie Sick are independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of their independent judgement. Maurice Pratt is not deemed to be independent, as a result of his tenure on the Board. Time Commitment Each Board member commits sufficient time to fulfil their duties and obligations to the Board and the Group. Expectations in terms of time commitment are clearly set out in the terms of appointment of all Non-Executive Directors and the Board is satisfied that each Director is committing sufficient time to discharge their duties to the Company and its shareholders effectively. There were seven formal meetings of the Board during 2024. Details of Directors’ attendance at those meetings are set out in the table below. The Chairman sets the agenda for each meeting, in consultation with the Chief Executive Officer and the Company Secretary. Board papers are circulated to Directors in advance of meetings. CORPORATE GOVERNANCE REPORT Attendance at Board and Board Committee meetings in 2024 Board Audit, Risk and Compliance Committee Nominations, Governance and Sustainability Committee Remuneration Committee Director M. Pratt 7/7 - 2/2 - G. Rabbette 7/7 - 2/2 - T. Dolphin 7/7 - - - P. Hogan 7/7 - 2/2 4/4 S. Webb 7/7 8/8 - J. Gaul 7/7 8/8 2/2 - L. Hoctor 7/7 8/8 - - V. Sick* 6/6 - 1/1 4/4 Number of meetings attended during the period/ Number of meetings held during the period *V. Sick attended all Board and Committee meetings following her appointment 74 Overview Strategic Review Governance Financial Statements Board Committees The Board has three permanent committees to assist in the execution of its responsibilities. These are the Audit, Risk and Compliance Committee, the Nominations, Governance and Sustainability Committee and the Remuneration Committee. Ad hoc committees are formed from time to time to deal with specific matters. Each of the permanent committees has terms of reference under which authority is delegated to them by the Board and copies of the terms of reference of each Committee are available on the Company’s website: www.uniphar.ie. The Chair of each committee reports to the Board on its deliberations, attends the AGM and is available to answer questions from shareholders throughout the year. The composition of each of the committees is in line with the UK Code. The current membership of each committee, details of attendance, each member’s tenure, and the roles and responsibilities of each committee are set out in the individual committee reports on pages 79 to 101. Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee consists of three Non-Executive Directors: Sue Webb, Jim Gaul and Liz Hoctor. Sue Webb serves as Chair of this Committee. Sue Webb is considered by the Board to be independent. Jim Gaul also has extensive financial experience and expertise. It can be seen from the Directors’ biographical details appearing on pages 65 to 66 that the members of the Committee bring to it a wide range of experience and expertise. The Committee met eight times during 2024. The Chief Financial Officer, senior members of the Group Finance Team and the Head of Internal Audit normally attend meetings of the Committee, while the Chief Executive Officer attends when necessary. The external auditors attend as required and have direct access to the Committee Chair at all times. During the year, the Committee met with the external auditors without management being present. Nominations, Governance and Sustainability Committee The Nominations, Governance and Sustainability Committee consists of the Chairman and three Non-Executive Directors: Jim Gaul, Paul Hogan and Valerie Sick. Jim Gaul is Chair of this Committee and is considered by the Board to be independent. The Committee assists the Board in ensuring that the composition of the Board and its committees is appropriate to the needs of the Group. In discharging its responsibilities, the Committee uses the services of independent consultants, as required. Remuneration Committee The Remuneration Committee consists of two Independent Non-Executive Directors: Paul Hogan and Valerie Sick. Paul Hogan was appointed Chair of this Committee in January 2024 and is considered by the Board to be independent. The Committee receives advice from leading independent compensation and benefits consultants, when necessary. 75 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Stakeholder Engagement The Company has established a framework for stakeholder engagement which identifies the key stakeholders of the Group and sets out the mechanisms for engaging and communicating with them and details key responsibilities. Stakeholder How we Engage with Stakeholders Shareholders The Group believes that understanding and meeting shareholder needs and expectations is a key business objective in and of itself. The Group has an active investor relations programme and details of shareholder engagement and other communications with shareholders during 2024 are set out in greater detail in this report. Employees With a workforce of over 3,500, communication is a key priority for the Group. The Group recognises that an essential part of its continued success is the support and involvement of its employees. Jim Gaul serves as designated Non-Executive Director for workforce engagement and provides updates to the Board on engagement initiatives and outcomes. During 2024, the Group conducted formal engagement surveys across all divisions and in response to feedback from those surveys the Group commissioned a new Group-wide communications tool which will be rolled-out across the Group during 2025 with a view to streamlining and improving communication with all employees. The Group also recognises the trade unions of which some of its employees are members and engages with them as necessary. Customers / Suppliers Customer and supplier satisfaction is key to the business of the Group and therefore the Group must continually engage with its customers and suppliers to ensure satisfaction and achievement of KPIs. The method of communication depends on the nature of the relationship and the effectiveness of the communication strategy is kept under constant review by the Group. Advisers The Group has a number of long-standing and trusted advisers, in addition to new engagements on an as-needed basis. Open communication between the Group and its advisers ensures expectations are managed and optimum service levels are achieved. Where appropriate, the Group encourages communication between its advisers to ensure a cohesive approach. Regulators The Group takes its obligations to make notifications, filings and returns to various Regulators seriously and seeks to ensure prompt, effective and transparent communication with its Regulators. Press / Media / Public The Group engages the services of a public relations consultancy to handle its media and press communication and the Group Head of Strategy and Investor Relations also plays a key role in communicating with this important stakeholder. Communications with Shareholders The Board is committed to engaging with the international financial community and shareholders on a regular basis. A dedicated investor relations function is in place, focused on continuing to increase awareness of Uniphar across the international financial community and the Group has an investor relations policy in place to: » Outline the Company’s methods of communication with shareholders » Ensure that the Company communicates effectively with all shareholders » Ensure that the Company discloses information correctly, in a balanced, transparent and timely way and simultaneously to shareholders. During 2024, the Company conducted more than 150 meetings and conference calls across over 120 existing and prospective investors. A summary of key conferences is included below: Date Activity Mar-24 Full-year Results and Roadshow Mar-24 Berenberg UK Corporate Conference Mar-24 Goodbody Conference (Paris) Apr-24 Davy/Peel Hunt Conference (Frankfurt) May-24 Annual General Meeting May-24 North America Roadshow May-24 Berenberg New York Conference Jun-24 Nordics Roadshow Jun-24 Madrid Roadshow Jun-24 Stifel European Healthcare Conference (Lyon) Sep-24 Interim Results and Roadshow Sep-24 Investec CEO Conference 2024 Nov-24 Goodbody Conference (Dublin) Nov-24 London Roadshow CORPORATE GOVERNANCE REPORT 76 Overview Strategic Review Governance Financial Statements Engaging with the equity analyst community is a key part of how Uniphar communicates with the capital markets. During the year, Uniphar carried out over 40 calls with analysts providing market updates and ongoing Company education. Eight independent research analysts now provide equity research on the Group. Additionally, shareholders are kept up-to-date on matters of a material substance and/or a regulatory nature, including M&A activity, where relevant, via announcements made through the regulatory news service. On a day-to-day basis, the Group welcomes ad hoc queries directly via telephone, post or email. Up-to-date details and a variety of information that may be of interest to shareholders are available on the Group’s website: www.uniphar.ie. The Chair, the Senior Independent Director and the Chairs of each Board Committee are also available to investors to discuss matters relating to their respective roles. The Board is kept up-to-date with the views of shareholders through regular updates from the Group’s Head of Strategy and Investor Relations and the Company Secretary, following engagement with shareholders. The Board also receives briefings from the Group’s brokers on topics such as market perception, investor feedback, the development of our share register, as well as regulatory topics. The Board views the Annual Report, as well as its Interim Results, as key communication channels through which progress in meeting the Group’s objectives and updating its strategic targets can be given to all shareholders. The Company’s AGM is an opportunity for shareholders to meet with the Chairman and other members of the Board. The meeting is open to all shareholders, giving them the opportunity to ask questions and raise issues during the meeting or, more informally, following the meeting. The results of the Company’s AGM are announced via the regulatory news service. In 2024, the Company’s AGM took place in-person and was also transmitted via conference call. The Company also has a Significant Votes Against a Resolution Procedure, which ensures that when 20% or more of votes have been cast against the Board’s recommendation for a resolution at a general meeting of shareholders, the Board will engage with shareholders and seek to understand their views in relation to the significant vote against. The Directors continued to proactively engage with shareholders during 2024, in particular ahead of the Company’s AGM in May 2024. We believe this open and ongoing engagement helped to ensure that the Company was acting in line with shareholder expectations from a strategic, performance and governance perspective which ultimately led to all resolutions at the Company’s 2024 AGM receiving greater than 80% of votes in favour. Dematerialisation of Shares Under the EU Central Statistics Depositories Regulation (EU) 909/2014 there is a requirement for all shares in Irish issuers to be held in book-entry form from 1 January 2025. Book-entry form means an electronic record of ownership such as an entry in an electronic register, without any further document such as a share certificate. Dematerialisation occurred on 1 January 2025 which means that the Company’s shareholders who continued to hold shares in the form of a share certificate at that time will now no longer be required to produce this share certificate to evidence ownership and we believe this will be a welcome development for a number of our longer standing shareholders. We have worked with our Registrar, Computershare, to ensure that all appropriate systems are in place to manage daily shareholder interactions and enabling them to operate in a paperless environment and replace the existing paper process. Workforce Engagement Jim Gaul is the Board’s designated Non-Executive Director for workforce engagement. The Board believes that having a designated workforce engagement role at Board level increases representation of the views of our workforce at Board level. Jim Gaul’s responsibilities, as designated workforce engagement Non-Executive Director, include: » Liaising with the HR teams on the employee engagement mechanisms in place across the Group to ensure that they are effective and remain relevant over time and developing a plan for formal workforce engagement » Assessing the output of workforce engagement exercises to identify issues and trends arising and working with the HR teams to implement a plan to address any such issues and trends » Briefing the Board regularly on proposals for future workforce engagement and the outcomes from any engagement undertaken » Ensuring that the views and interests of employees are considered by the Board. During 2024, the Group continued to conduct engagement surveys across each of its divisions to assess progress against prior years. Each survey was tailored to meet divisional requirements and the main themes included communication, leadership, career development, ED&I and well-being. These surveys identified a number of consistent positive themes, in particular in relation to people and teams, learning and development and pride and accomplishment in their business and their roles. Among the areas identified for improvement were communication across the Group, career development and well-being. 77 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 During the year the Group rolled-out a number of initiatives to address improvement areas identified, including the launch of Spectrum – a digital wellness programme, the launch of Evolve and Transform manager development programmes and the kick- off of our implementation of a new Group-wide communications platform. Compliance with Section 172 UK Companies Act 2006 The UK Code provides that while considering the views of shareholders, the Board should also understand the views of the Company’s other key stakeholders and describe how their interests and the matters set out in Section 172 of the UK Companies Act 2006 have been considered in Board discussions and decision-making. While Section 172 is a provision of UK company law, and there is no direct comparator in the Irish Companies Act 2014, the Board believes that, as a company listed on AIM in the UK, with significant business operations there and in the spirit of compliance with the UK Code, it is important to address these provisions. The Directors are confident that they have acted to promote the success of the Company for the benefit of shareholders, while having regard to provisions (a) to (f) of Section 172. Section 172 Matters How the Board had regard to these matters Relevant Annual Report Section (a) The likely consequences of any decision in the long-term » Strategic planning » Budgets and forecasting » Sustainability Metrics » ROCE Strategic Review pages 11 to 62 (b) The interests of the Company’s employees » Designated Workforce Engagement Non-Executive Director » Employee engagement surveys People and Culture pages 35 to 36 Sustainability Report pages 37 to 56 Governance Report pages 67 to 78 (c) The need to foster the Company’s business relationships with suppliers, customers and others » Strategic planning » Business Model considerations » Divisional updates Our Strategy page 19 Business Model page 21 Performance Review pages 29 to 34 (d) The impact of the Company’s operations on the community and the environment » Integrating Sustainability into Strategy discussions » Regular Sustainability updates to Board » Targets and metrics to monitor performance against KPI's » Unity for Hope and community involvement initiatives Sustainability Report pages 37 to 56 (e) The desirability of the Company maintaining a reputation for high standards of business » Whistleblower Policy including external reporting line » Group-wide Code of Conduct » Group-wide ED&I Policy » Modern Slavery Policy » Anti-bribery and Corruption Policy People and Culture pages 35 to 36 Corporate Governance Report page 67 (f) The need to act fairly between members of the Company » Extensive Investor Relations Programme » 20% Votes Against Policy Corporate Governance Report page 67 CORPORATE GOVERNANCE REPORT 78 Overview Strategic Review Governance Financial Statements Internal Control and Risk Management The Directors have overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. This system is designed to help the Group meet its business objectives, by appropriately managing, rather than eliminating, the risks to those objectives. Through the activities of the Audit, Risk and Compliance Committee, the effectiveness of these internal controls is regularly reviewed. The Group’s system of internal controls includes: » annual planning, budgeting, business review and financial reporting, with clear control policies and procedures for all areas of the business » a clear management structure, with appropriate levels of responsibility, authority and accountability » regular reporting to the Audit, Risk and Compliance Committee on various elements of the internal control system from Risk Management, Finance, Internal Audit and Compliance functions » internal audit review of effectiveness of internal controls » compliance with local laws and regulations. The Group’s Risk Management Policy is designed to provide the framework to identify, assess, monitor, and manage the risks associated with the Group’s business. Further details on the Group’s material risks and risk management framework are set out on pages 57 to 62. Culture The Schedule of Matters Reserved for the Board includes obligations on the Board to: » Embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage » Establish a framework for setting, promoting, monitoring, and assessing culture. The Group’s culture is underpinned by the Group’s Code of Conduct and ethics policies such as the Group’s Anti-Bribery and Corruption Policy and Conflict of Interest Policy. These policies are reviewed by the Board on an annual basis. In addition to ethics and values, the Group also embodies a “can-do” culture and entrepreneurial spirit which can been seen across all areas of the business. A number of engagement surveys have been conducted in recent years to assess the extent to which employees feel that the Group’s values and corporate culture are embedded within the organisation and the results of these surveys are presented to the Board by the Workforce Engagement Director. The outputs of these surveys have been positive and have also shown improved ratings year on year as a result of initiatives undertaken by the Group. Details of cultural initiatives undertaken by the Group during 2024 are set out in the People and Culture section on page 35 and the Sustainability Report on page 37. 79 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Maintaining a Strong Control Environment AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT Chair’s Introduction I am pleased to present the Audit, Risk and Compliance Committee report for the 2024 financial year. This report summarises the work of the Committee during the year and sets out the priorities for the coming year. Membership The Committee currently comprises three independent Non-Executive Directors. Each member brings considerable commercial, governance and regulatory experience to the Committee. Meetings of the Committee The Committee met eight times during 2024. The Chief Financial Officer, the Group Finance Director, the Group Financial Controller and the Head of Internal Audit attend meetings of the Committee while the Chief Executive Officer attends when necessary. When required, other key executives and senior management are invited to attend, to present and provide deeper insights on various topics as required by the Committee. The external auditor attends as required and has direct access to the Committee Chair at all times. During the year, the Committee met with the external and internal auditors without management being present. Roles and Responsibilities The Committee is responsible for ensuring that the financial performance of the Group is accurately reported and a strong control environment is maintained. The Committee’s role includes: » Monitoring the integrity of the financial statements of the Group » Reviewing significant financial reporting issues and judgements » Reviewing the effectiveness of the internal controls » Monitoring and reviewing the effectiveness of the Group’s internal audit function and » Making recommendations to the Board on the appointment or removal of the external auditors as well as approving their remuneration and terms of engagement and evaluating their performance. A copy of the terms of reference of the Committee is available on the Group’s website, www.uniphar.ie. Committee Member Position Appointed Attendance Sue Webb Committee Chair (Independent) Sep 2020 8/8 Jim Gaul Independent Non-Executive Director Jan 2021 8/8 Liz Hoctor Independent Non-Executive Director Jan 2021 8/8 See pages 65 to 66 for more information on current Committee members. 80 Overview Strategic Review Governance Financial Statements Areas of Focus The focus of the Committee during the year continued to be the review and monitoring of the integrity of the financial statements and significant judgements therein; the review of internal controls and risk management processes; the effectiveness of the Internal Audit function; overseeing the external audit relationship and advising the Board on whether the Annual Report, taken as a whole, is fair, balanced and understandable. Further details on the work carried out in these areas are set out on the following pages. In addition, the Committee spent time on the following: » Reviewing the Group Risk Framework including the risk strategy, risk appetite and the principal risks described on pages 57 to 62 » Reviewing the Group’s insurance programme » Receiving updates on functional areas including tax, treasury, cybersecurity, data protection and related policies » Reviewing detailed presentations from divisional finance leaders on the control environments within their individual business units. Audit, Risk and Compliance Committee Activities Financial reporting Review the annual and interim reports and related statements Consider accounting policies and the impact of new accounting standards Review the Annual Report, and confirm if it is fair, balanced and understandable Consider key audit and accounting issues and judgements Review principal risks and uncertainties Review goodwill impairment assessments Review the accounting for significant acquisitions (as applicable) Approve the going concern assessment and the Viability Statement Governance Corporate governance update Risk management review Policy reviews: Treasury, Tax, Data Protection, Conflicts of Interest, Anti-Bribery and Corruption, Acquisition & Strategic Projects, Whistleblowing Directors’ Compliance Statement policy and procedures Review of Group insurance programme Internal audit and risk management controls Approve and review the internal audit plan and resources Review internal audit reports and monitor progress on open actions Assess the principal risks and effectiveness of internal control systems External auditors Review the auditors’ independence, objectivity, performance and effectiveness Approve the audit engagement letter and audit fees Approve the audit plan and identify significant risks 81 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Financial Reporting and Key Areas of Focus The Committee has an important role in providing the Board with assurance as to the integrity of the Group’s financial reporting processes and the Group financial statements. As part of this role, the Committee considers significant accounting policies and judgements and any changes made to them. The Committee reviewed the following in respect of the year to 31 December 2024: » The Group’s Interim Report for the six months ended 30 June 2024 » The Preliminary Announcement and Annual Report for the year ended 31 December 2024 » The Group’s Trading Updates issued in July 2024 and January 2025. The Committee reviewed the key areas in which estimates and judgement had been applied in the preparation of the financial statements including, but not limited to: » Assessment of the Carrying Value of Goodwill and Intangible Assets The Committee considered the carrying value of goodwill and intangible assets in the 2024 financial statements together with the recoverability of the carrying value through future cash flows. For the purposes of its annual impairment testing process, the Group assesses the recoverable amount of each of the Group’s cash generating units (‘CGUs’) based on the calculation of the value-in-use. The Committee reviewed the goodwill impairment methodology and specifically assessed the key assumptions used to estimate the recoverable amount of each group of CGUs including future cash flows and discount rates applied in the calculation of the value-in-use, along with the sensitivity analysis performed. The Committee found the methodology to be robust and the results of the assessment, together with the disclosures in Note 11 (Intangible Assets), to be appropriate. The goodwill impairment test was a particular focus for the external auditors, who provided a detailed assessment of their analysis to the Committee. » Business Divestments During the financial year, the Group completed the disposal of Inspired Insight, LLC. The Committee discussed with management and the external auditors the accounting treatment of the disposal together with the related judgements and estimates exercised. The Committee is satisfied that the accounting treatment is appropriate. » Exceptional Items The Committee constructively challenged management’s judgement on the classification of exceptional items. The Committee also considered the appropriateness of the related disclosures and concluded that both the judgements made and disclosures proposed were reasonable. » Going Concern and Viability Statement The Committee assessed the effectiveness of the process undertaken by management to evaluate going concern. This included reviewing and challenging the assumptions used by management in modelling projected cashflows considering the principal risks and uncertainties facing the Group. The Committee also considered the Group’s financing facilities, future funding plans and committed outflows including deferred contingent consideration and committed capital expenditure. The Committee is satisfied that there were no material uncertainties that cast a significant doubt on the Group’s ability to continue as a going concern. The application of the going concern basis of preparation of the financial statements continued to be appropriate and the Committee recommended the approval of the Viability Statement. Internal Audit The Group operates an Internal Audit function which reports directly to the Committee. The Committee is responsible for monitoring and reviewing the operation and effectiveness of the Internal Audit function including its focus, plans, activities and resources. The Head of Internal Audit reports to each meeting of the Committee on: » The results of each audit and any special investigations completed » Status of audits in progress » Updates on the implementation of agreed audit actions » Reviews undertaken on newly acquired subsidiaries. The Committee reviewed and approved the annual Internal Audit plan for the year and ensured the function is adequately resourced to deliver the plan. The Head of Internal Audit has direct access to the Chair of the Committee and meets without members of management present as necessary. AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT 82 Overview Strategic Review Governance Financial Statements Fair, Balanced and Understandable The Committee, on behalf of the Board, reviewed the content of the Annual Report and Consolidated Financial Statements to ensure that, taken as a whole, it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s and the Company’s performance, position, business model and strategy. The Committee considered the following in reaching its conclusion: » The timetable for the co-ordination and preparation of the Annual Report and Consolidated Financial Statements » Management’s process for review of content with a focus on consistency and balance » The senior finance management process through which the narrative and financial sections of the 2024 Annual Report were assessed to ensure that the criteria of ‘fair, balanced and understandable’ were achieved. Management ensured that the draft Annual Report and Consolidated Financial Statements were available to the Committee in sufficient time for review in advance of the Committee meetings to facilitate adequate discussion at the meetings. Following discussions with management, and having considered the above, the Committee confirmed to the Board that the Annual Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable. Furthermore, the Committee noted the formal review by PwC in relation to the Annual Report. Viability Statement The Committee is responsible for ensuring that there is a robust process in place to allow the Board to make the Viability Statement, in accordance with Provision 31 of the 2018 UK Corporate Governance Code. The Committee reviewed the process that management have adopted and the stress testing of assumptions performed. The Committee confirmed to the Board that it is comfortable with the process that has been followed to make the Viability Statement on page 105. Whistleblowing and Fraud Arrangements The Board is responsible for overseeing whistleblowing and ensuring that the Group maintains suitable whistleblowing arrangements. The Group has a Whistleblowing Policy and an external service that enables employees to raise concerns in a confidential and anonymous manner. During the year, the Committee reviewed this policy and process. The Committee is updated if any cases are raised, and none have been reported in 2024. External Audit The Committee is responsible for overseeing the Group’s relationship with the external auditor, including reviewing the effectiveness and quality of their performance, their external audit plan, their independence from the Group and their audit fee proposals. Audit plan The external auditor presented their audit plan to the Committee prior to the commencement of the 2024 year end audit highlighting their areas of focus, work plan and resources. During the year, the Committee met with the external auditor, without management being present. This provided an opportunity for direct dialogue with the Committee on their areas of focus along with the key audit management letter points. Independence and Objectivity The Committee is responsible for ensuring that the external auditor is objective and independent. PwC as external auditor is precluded from engaging in certain non-audit services that would compromise its independence, violate laws and regulations and affect its appointment as external auditor. The Committee has determined that taxation services, which are permissible under the relevant auditor independence rules, may be procured by the Group from our auditors. The Committee has also determined that the auditors, subject to appropriate safeguards on their independence, may be engaged to provide permitted financial due diligence services. PwC are not engaged for any other permitted non-audit work. As an acquisitive Group, Uniphar is cognisant of the efficiencies that arise from its transaction advisers having essential historic knowledge of tax and transactional matters, and this also gives rise to efficiencies and effective cost control. As a Group operating across multiple jurisdictions, the Committee believe that it is essential for its transaction advisers to have an overarching understanding of the broader tax considerations of the Group and as such, believes the ongoing use of PwC to perform transaction- related tax due diligence is justified in the best interest of the Group. During 2024, as presented in the financial statements, the total non-audit fees received by PwC was €1.2m and less than the total audit fees of €1.4m. A breakdown between PwC Ireland and overseas offices is presented on the next page. This represents a ratio of 1:0.62 (2023: 1:0.82) of audit fees versus non-audit fees paid to PwC Ireland and 1:0.88 (2023: 1:0.82) of audit fees versus non- audit fees paid to PwC globally. 83 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 The non-audit services performed by PwC during the year can be broken down as follows: 1) Taxation services (including tax compliance, tax due diligence and advisory in respect of M&A and other tax consultancy) 2) M&A due diligence and advisory (non-tax). The breakdown of fees under each heading is illustrated on the below table as a percentage of audit fees: AUDIT, RISK AND COMPLIANCE COMMITTEE REPORT 2024 2023 PwC Ireland €’000 PwC Overseas €’000 Total €’000 PwC Ireland % of Audit fee PwC Ireland €’000 PwC Overseas €’000 Total €’000 PwC Ireland % of Audit fee Audit of group accounts 1,156 242 1,398 1,147 222 1,369 M&A - Advisory other 313 96 409 27% 300 - 300 26% 1,469 338 1,807   1,447 222 1,669   Tax compliance services 167 203 370 14% 181 182 363 16% M&A - Tax advisory services 221 215 436 19% 455 3 458 40% Other - Tax advisory services 21 - 21 2% - - - 0% 409 418 827   636 185 821   Total: 1,878 756 2,634 62% 2,083 407 2,490 82% Audit fee: Non-Audit fee ratio 1:0.62 1:0.88 1:0.82 1:0.82 At year end the Committee performed a review of the audit and non-audit services provided by the external auditor and the fees charged for those services in respect of the year ended 31 December 2024. Following this review and the confirmation in writing received from the Group’s external auditor re-affirming its independence and objectivity, the Committee is satisfied as to PwC’s independence and objectivity. The Committee will continue to closely monitor the non-audit services provided by the external auditor. As a listed entity, the external auditor is required to rotate the audit partner responsible for the Group audit every five years. The current audit partner, Damian Byrne, has completed his fifth and final year on the engagement with the audit of the 2024 financial statements. 84 Overview Strategic Review Governance Financial Statements Priorities for 2025 The Committee will continue to focus on the key areas of accounting judgement, financial reporting processes and risk management. The Committee will also take a proactive approach in anticipating and preparing for upcoming legislative and regulatory changes, particularly in the area of sustainability reporting. Global macroeconomic challenges remain omnipresent and the Committee and Board remain committed to the ongoing enhancement of risk and financial management across the Group. On behalf of the Committee: Sue Webb Chair of the Audit, Risk and Compliance Committee The Committee will continue to focus on the key areas of accounting judgement, financial reporting processes and risk management. 85 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Fostering a Strong Governance and Compliance Culture and Overseeing the Sustainability Agenda NOMINATIONS, GOVERNANCE AND SUSTAINABILITY COMMITTEE REPORT Committee Member Position Appointed Resigned Attendance Jim Gaul Committee Chair (Independent) Jan 2021 - 2/2 Maurice Pratt Non-Executive Chairman Oct 2009 - 2/2 Ger Rabbette Chief Executive Officer Sept 2020 Feb 2025 2/2 Paul Hogan Independent Non-Executive Director Sept 2020 - 2/2 Valerie Sick Independent Non-Executive Director Jan 2024 - 1/1 See pages 65 to 66 for more information on current Committee members. Chair’s Introduction On behalf of the Nominations, Governance and Sustainability Committee, I am pleased to present the report of the Committee for the year ended 31 December 2024. This provides a summary of the Committee’s role and responsibilities, and how the Committee discharged these during 2024. Membership The members of the Committee are set out in the table above, along with the date of appointment of each member and details of their attendance at Committee meetings during the year. Ger Rabbette resigned from the Committee in early 2025 resulting in only Non-Executive Director members remaining on the Committee. The biographies and skills of each Committee member are set out on pages 65 to 66. The Committee is appointed by the Board and the terms of reference of the Committee state that the composition should comprise a minimum of three Directors, the majority of whom must be Independent Non-Executive Directors. This Committee comprises a majority of Independent Non-Executive Directors, in line with UK Code requirements. Each appointment to the Committee is for a term of up to three years. This term may be extended by up to two further three-year terms, provided the Director in question continues to meet the criteria for membership of the Committee. The terms of reference of this Committee also provide that the Chairperson of the Board shall be a member of this Committee and, as such, Maurice Pratt continues his position on this Committee even though his tenure has exceeded three consecutive terms. Under the terms of reference, the Chair of the Committee may be either the Chair of the Board or another Independent Non-Executive Director. Role of the Committee The Committee is responsible for overseeing succession planning for the Board and senior management and assessing the leadership needs for the Group to enable it to compete effectively. The Committee also oversees the Group’s corporate governance compliance and sustainability strategy. 86 Overview Strategic Review Governance Financial Statements The Committee’s specific roles include: » Reviewing the structure, size and composition of the Board including the skills, knowledge, experience and diversity of the Directors » Making recommendations to the Board with regard to any changes to its composition or that of the Committees » Identifying and nominating candidates to fill Board vacancies » Reviewing the results of Board performance evaluation processes that relate to composition of the Board » Succession planning for senior management » Monitoring the Company’s compliance with corporate governance best practice » Overseeing of the Group’s sustainability strategy and monitoring progress against the Group’s sustainability KPIs. A copy of the terms of reference of the Committee is available on the Group’s website: www.uniphar.ie Meetings of the Committee The Committee met twice during 2024. The principal matters dealt with by the Committee during 2024 included: 1. Board appointment process and the appointment of Valerie Sick as a new Non-Executive Director 2. Review of Board Committee composition and the recommendation of changes including new Committee Chairs 3. Chair succession planning 4. Review of the Group’s corporate governance practices against the UK Code 5. Review of amendments introduced in the 2024 UK Code and the Irish Code and consideration of most appropriate corporate governance code for the Group going forward 6. Shareholder engagement strategy in respect of 2024 AGM 7. Review of Group roadmap for compliance with the Corporate Sustainability Reporting Directive including steps completed in the Group’s double materiality assessment 8. Updates from the Workforce Engagement Director 9. Board training plan for 2025. Board and Committee Composition Appointments and Resignations of Non-Executive Directors In January 2024 Jeff Berkowitz resigned from the Board following a three-year term and Valerie Sick was appointed to the Board on the recommendation of the Committee following a recruitment process conducted during 2023 as outlined in the Company’s 2023 Annual Report. Elections and re-elections at AGM The Articles currently provide that, in line with the provisions of the UK Code, all Directors must retire annually and, if eligible, present themselves for re-election to the Board. At the Company’s AGM on 9 May 2024, each Director was put forward for re-election and each Director was re-elected to the Board by the shareholders. Boardroom Diversity The Board believes that appointing the best people to the Board is critical to the success of the Group and as a result all appointments to the Board are made on the basis of merit. The Board recognises that diversity is an essential element in building long-term business success and ensures that different perspectives are introduced into Board discussions. The Board is keen to ensure that the Group benefits from the expertise and insights of a high-quality diverse Board comprising individuals with an appropriate balance of skills and experience. Diversity and equality in all aspects remain key values in relation to Board appointments, including gender, social and ethnic backgrounds, cognitive and personal strengths, skills, professional and industry backgrounds, geographical experience and diversity of thought. The Board is conscious that in a business operating on a global scale, diversity of geographic location of Directors, representative of the geographic location of the Group’s main operations, is essential to provide context and insight to market conditions and the Committee continues to keep ethnic diversity and geographic location of Directors under consideration in succession planning. The Board Diversity Policy sets out the Board’s commitment to diversity in succession planning, to ensure an inclusive and diverse Board. Following the appointment of Valerie Sick to the Board in January 2024, three out of eight of the Directors on the Board are female, which represents 37.5% of the Board and an increase in female representation on the Board in the period from 25% to 37.5%. Uniphar is also committed to an ongoing focus on developing our global talent pool and building a more diverse leadership team for the future. During the year, the Group launched a number of Group-wide ED&I initiatives including ED&I training. Further details on this training and other Group-wide initiatives to promote ED&I are set out in the Sustainability Report on page 37. As at 31 December 2024, women accounted for 28% of senior management and 68% of total employees across the Group. 87 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Board Committee Composition The composition of all Board Committees is in line with the recommendations of the UK Code. The Audit, Risk and Compliance Committee and the Remuneration Committee each comprise 100% Independent Non-Executive Directors and the Nominations, Governance and Sustainability Committee comprises a majority of Independent Non-Executive Directors. During 2024, the Committee reviewed the composition of the Committees and recommended the rotation of the Chairs of each of the Board Committees with each having served a three-year term in that role. In January 2024, following the resignation of Jeff Berkowitz and the appointment of Valerie Sick to the Board, the compositions of the Committees were also refreshed. Details of the current composition of each Committee are set out on pages 65 to 66. Succession Planning Ensuring that there are robust succession plans in place at Board and senior management level is fundamental to the long-term success of the Group. Board succession was a continued focus of the Committee in 2024, with a particular focus on Chair succession. The Committee is actively reviewing the Board succession plan and the appointment of Valerie Sick in early 2024 followed a review of the needs of the Board and the skills the Committee and the Board believed were most relevant to the Board at this time. Board succession planning will continue to be an area of focus for the Committee into 2025 to take account of the recent changes to the Board composition. Length of Tenure The length of tenure on the Board and on the three main Board Committees as at 31 December 2024 is set out below: Board of Directors Audit, Risk and Compliance Committee Remuneration Committee Nominations, Governance and Sustainability Committee Years Years Years Years Executive Directors Ger Rabbette 14.8 - - 4.3* Tim Dolphin 14.4 - - - Non-Executive Directors Maurice Pratt 21.5 - - 15.2 Paul Hogan 5.5 - 1.3 4.3 Sue Webb 5.5 4.3 - - Jim Gaul 4.0 4.0 - 4.0 Liz Hoctor 4.0 4.0 - - Valerie Sick 0.9 - 0.9 0.9 Average tenure 8.8 4.1 1.1 5.7 * Ger Rabbette resigned from the Nominations, Governance and Sustainability Committee in February 2025. NOMINATIONS, GOVERNANCE AND SUSTAINABILITY COMMITTEE REPORT 88 Overview Strategic Review Governance Financial Statements Chair Tenure Maurice Pratt joined the Board as a Non-Executive Director in 2003 and was appointed Chair of the Board in 2009. The Board and the Committee are cognisant that Provision 19 of the UK Code states that the Chair should not remain in post beyond nine years from the date of first appointment to the Board. However, the Board and the Committee are also cognisant that the UK Code allows some flexibility in relation to Chair tenure, to facilitate effective succession planning and the development of a diverse Board. The Board, on the recommendation of the Committee, have approved a plan that will see Mr Pratt step down as Chair of the Board at the Company’s 2026 AGM. During 2024, the Committee, without the Chair present, considered the topic of Chair succession and will continue to work on this topic during 2025 with a view to announcing a successor for the Chair in early 2026 ahead of Mr Pratt’s retirement. The Committee and the Board believe that this timeline allows for an effective transition period while also being cognisant of the requirements of the UK Code and reflects the very positive conclusions in recent Board evaluations in relation to the Chair’s leadership. The Chair will not be involved in the successor selection process. Corporate Governance Compliance The Committee conducted a full review of the Group’s corporate governance practices against the requirements of the UK Code during 2024. In addition, the Committee also reviewed the provisions of the 2024 UK Code and the Irish Code which were both published during 2024 with a view to deciding which of these Codes would be the most appropriate corporate governance code to align the Company’s practices with going forward. Following this review, the Committee recommended to the Board, and the Board approved, that the 2024 UK Code be adopted by the Group for reporting years 2025 onwards. Sustainability Oversight Sustainability remained a key area of focus for the Committee during 2024. The Committee reviewed the Group’s Sustainability Roadmap and readiness programme for compliance with the Corporate Sustainability Reporting Directive (‘CSRD’). During the year, Jim Gaul, as Chair of the Committee, also met with the Group’s Sustainability Manager to discuss focus areas for sustainability in 2024 and achievements to date, an overview of CSRD, which Uniphar is required to comply with for the 2025 reporting year onwards, and an overview of the other non-regulatory sustainability reporting frameworks that Uniphar currently reports under. The full Board also received sustainability training facilitated by external consultants familiar with the Group’s progress in the area of sustainability to date. Areas of Focus for 2025 In 2024, the Committee focused on reviewing the Company’s existing corporate governance practices against the UK Code and the 2024 UK Code. Chair succession was also a key focus of the Committee during 2024. In 2025, the Board will continue to focus on Board and senior management succession planning, including planning for Chair succession from 2026, and will also continue to work with senior management to further the Group’s sustainability objectives and prepare for compliance with the Corporate Sustainability Reporting Directive. On behalf of the Committee: Jim Gaul Chair of the Nominations, Governance and Sustainability Committee 89 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Promoting the Long- Term Strategic Goals of the Group Through Our Remuneration Policies REMUNERATION COMMITTEE REPORT As Chair of the Remuneration Committee, I am pleased to present the report of the Committee for the year ended 31 December 2024. The objective of this Report is to provide the shareholders with information to enable them to understand the remuneration structures in place and how they relate to the Group’s financial performance. The report also provides a summary of the Committee’s roles and responsibilities and how these were discharged during 2024. Performance in 2024 The Group delivered a strong performance during 2024 and saw Gross Profit increase by 9.6% from €390.0m to €427.6m, with gross profit organic growth of 8.2%, EBITDA increasing by 6.4% from €116.0m to €123.5m and Adjusted EPS increasing by 11.8% from 18.3c to 20.5c (Basic EPS increased 43% from 16.4c to 23.5c). The strong profitability is reflected in a robust Return on Capital Employed for the year of 15.2%. A detailed summary of the Group’s financial performance during 2024 is set out in the Financial Review section of this Report on page 25. Shareholder Return in 2024 In May 2024, the Group paid a final dividend to shareholders of €3.2m in respect of the year ended 2023 and in October 2024 the Group paid an interim dividend of €1.8m. As a result of the Group’s strong performance in 2024, it is proposed that, subject to shareholder approval at the Group’s AGM in May 2025, a final dividend of €3.4m will be paid to shareholders on the register at 25 April 2025. UK Code Compliance The Committee believes that the current Remuneration Policy is effective in aligning to the Group’s purpose and values in its links to the successful delivery of the Group’s long-term strategy and shareholder interests and that it reflects the Group’s strong performance during the year. The Committee has ensured that the disclosures in relation to the remuneration structures reflect best corporate governance practice, having regard to the Group’s size and the markets on which its shares are listed. Committee Composition I was appointed Chair of the Committee in January 2024. The Committee currently consists of two Non-Executive Directors that are considered by the Board to be independent in line with the provisions of the UK Code and the terms of reference of the Committee. Role of the Committee The Committee’s main duties are to: » Determine the Group’s policy on executive and senior management remuneration » Review the suitability of performance measurement criteria for the Executive Directors, the Chairman and key senior management » Review the notice periods for Executive Director employment contracts Committee Member Position Appointed Attendance Paul Hogan Committee Chair (Independent) Sept 2023 4/4 Valerie Sick Independent Non-Executive Director Jan 2024 4/4 See pages 65 to 66 for more information on current Committee members. 90 Overview Strategic Review Governance Financial Statements » Determine compensation arrangements for early termination of employment contracts » Administer long-term incentive plan (‘LTIP’) schemes and Share Option Schemes for Executive Directors and key senior management » Review the performance of Executive Directors against key performance indicators for the purposes of determining annual bonus entitlements and make recommendations to the Board about payout level. Meetings of the Committee The Committee met four times in 2024 with each member serving on the Committee attending all meetings during their respective terms in 2024. Remuneration Policy in 2024 The Committee has determined that the core substance of the Remuneration Policy continues to align with our Group business strategy and priorities in 2024. The performance metrics for the 2025 annual bonus scheme mirror those for 2024. On behalf of the Committee: Paul Hogan Chair of the Remuneration Committee 2024 Executive Director Remuneration, at a glance G. Rabbette ● Salary/Fees  €669,000 ● Pension/Allowance  €50,000 ● Other Benefits  €50,000 Total Fixed Pay  €769,000 ● Bonus  €1,003,000 Total Variable Pay  €1,003,000 LTIP  €nil Total 2024 €1,772,000 Total 2023 €1,574,000 T. Dolphin ● Salary/Fees  €445,000 ● Pension/Allowance  €33,000 ● Other Benefits  €45,000 Total Fixed Pay  €523,000 ● Bonus  €668,000 Total Variable Pay  €668,000 LTIP  €nil Total 2024 €1,191,000 Total 2023 €1,062,000 Total 2024 €1,191,000 Total 2024 €1,772,000 EBITDA €123.5m 2023 2022 2021 2024 €86.7m €98.6m €116.0m €123.5m Gross Profit €427.6m €274.5m €306.7m €390.0m €427.6m 2023 2022 2021 2024 Organic Gross Profit Growth 8.2% 8.5% 5.7% 5.6% 8.2% 2023 2022 2021 2024 91 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 REMUNERATION COMMITTEE REPORT Remuneration Policy The Group is committed to promoting a transparent remuneration structure. The following table outlines the key factors considered by the Committee, in accordance with the requirements of the UK Code. UK Code Uniphar Remuneration Policy Clarity Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce. The annual bonus, 2018 LTIP scheme and the 2022 Share Option Plan have been designed to incentivise Executive Directors to achieve defined, stretch targets in line with the Group’s growth strategy. Performance measures and targets are reviewed each year by the Committee to ensure that they continue to be clear and appropriate. Simplicity Remuneration structures should avoid complexity and their rationale and operation should be easy to understand. There is a grid-based bonus structure in place, to reflect a scale of performance, which has been externally benchmarked. This supports the Committee’s aim of operating a simple remuneration structure designed to align the Executive Directors’ interests with those of shareholders in achieving the Group’s growth strategy. Risk Remuneration arrangements should ensure that reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated. The Remuneration Policy was designed to provide an appropriate level of remuneration to recruit and retain the necessary skill and talent to develop and deliver the business strategy, with the objective of delivering strong growth in a sustainable and focused way to deliver long-term value to stakeholders. Predictability The range of possible values of rewards to individual Directors and any other limits or discretions should be identified and explained at the time of approving the policy. The Committee believes that it is important that a significant proportion of the remuneration package of Executive Directors and senior management is performance related. The potential value and composition of Executive Directors’ remuneration packages at minimum, on target, and maximum scenarios are outlined on page 100. Proportionality The link between individual awards, the delivery of strategy, and the long-term performance of the Company should be clear. Outcomes should not reward poor performance. Payments of the annual bonus requires the delivery against ambitious strategic targets for the Group. The performance measures are directly aligned to the Group’s strategy and KPIs. The vesting of share options, granted pursuant to the Group’s 2022 Share Option Plan, is linked to Total Shareholder Return (‘TSR’) over the period to 31 December 2028. The Committee has direction to exercise judgement and discretion in authorising remuneration outcomes, to ensure that they are appropriate and reflective of overall performance. Alignment to Culture Incentive schemes should drive behaviours consistent with company purpose, values and strategy. The Committee is cognisant that the Remuneration Policy is aligned and benchmarked to market leaders, competitors, and industry standards, to ensure that it is fair and competitive. Uniphar places a strong emphasis on working responsibly and sustainably, and for this reason a specific sustainability and governance measure is included as part of the bonus grid. Details of how the performance measures are linked to the delivery of the Group’s strategy are outlined on pages 92 to 93. 92 Overview Strategic Review Governance Financial Statements Consideration of Conditions elsewhere in the Group While the Committee does not directly consult with employees when formulating Executive Director pay policy, the Committee does take into consideration remuneration trends throughout the Group, which has a diverse range of operations across the globe, when determining the remuneration of Executive Directors. Executive Director pension contributions are aligned with that of the wider workforce of the Uniphar Group. The Group has also appointed a designated Workforce Engagement Director with his remit covering the area of employee engagement which further enhances consideration of wider workforce conditions when making Board decisions. Consultation with Shareholders on Executive Remuneration As an Irish incorporated company listed on AIM and Euronext Growth the Company is not subject to the provisions of the Second Shareholder Rights Directive nor equivalent legislation in the UK. Where shareholders sought engagement with the Company on the topic of remuneration during the year, the Committee Chair together with management held meetings with those shareholders to discuss the topic. The Committee did not engage in a formal shareholder consultation process during the year in relation to Executive remuneration. The Company has engaged extensively with investors on various topics and welcomes feedback on corporate governance topics including remuneration and endeavours to incorporate that feedback where appropriate into its decision making and response. Directors’ Remuneration Policy Report Executive Directors Executive remuneration within the Group is broken down into the following five components, which we believe provide a fair balance between fixed and performance related remuneration. Key Purpose & Link to Group Strategy Operation Detail Performance Metric Salary Provide an appropriate level of fixed remuneration to attract and retain the necessary skill and talent to enable the Group to develop and deliver on the business strategy. An appropriate base salary is set and reviewed by the Committee annually. Factors taken into consideration include: » Skills and experience » Specific role and level of responsibility » External benchmarks, including economic indicators and geographical scope. Base salaries and increases are aligned and benchmarked to market leaders, competitors and industry standards. Future salary increases for Executive Directors will be in line with the typical level of increases awarded to other employees in the Group. Not Applicable Bonus To drive and reward for the delivery of business objectives over the financial year. The Committee reviews the performance of the Executive Directors for the purposes of determining annual bonus entitlements and makes recommendations to the Board as to the payout level. There is a bonus grid in place which is designed to align management’s interests with those of shareholders. The maximum potential bonus opportunity for Executive Directors is up to a maximum of 150% of base salary. The bonus opportunity for the achievement of on- target Group and personal performance targets is up to 75% of maximum opportunity, being 112.5% of base salary. At the threshold performance level of 90% of target, a bonus opportunity of 37.5% of maximum, being 56.25% of base salary is payable. Where the threshold performance of 90% is not reached, no bonus is payable. Based on the bonus grid, 80% of an Executive Director’s bonus is linked to Group performance and specifically in achieving challenging financial performance targets. The remaining 20% opportunity is linked to non-financial performance targets established by the Committee, being personal as well as sustainability and governance objectives. 93 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 REMUNERATION COMMITTEE REPORT Key Purpose & Link to Group Strategy Operation Detail Performance Metric Pension To provide a competitive, flexible retirement benefit that does not impose any unacceptable level of financial risk on the Group. Executive Directors are enrolled into a defined contribution pension plan or are offered the alternative of cash allowances. Pension contributions of 7.5% of annual base salary apply to all Executive Directors, aligning with the average contributions available to the Group’s wider workforce. Not Applicable Benefits To provide other market competitive monetary and non- monetary benefits. Provide a level of benefits or specified monetary allowances including healthcare and car. The level of benefits is set at an appropriate market rate. Not Applicable LTIP To reward participants for the delivery of the Group’s long-term goals and driving shareholder value. The 2018 LTIP represents 4.8% of issued share capital, with Executive Directors and key employees participating in the arrangement. All shares in the 2018 LTIP were allotted prior to the Group’s IPO in 2019 and therefore have had no dilutive impact since IPO. The 2022 Share Option Plan (the ‘2022 Plan’) was introduced to incentivise Executive Directors and key members of senior management, in light of the fact that the performance conditions of the 2018 LTIP had been met during 2021. The 2018 LTIP fully vested on 31 December 2024 and the details of each Executive Director’s interest is set out below. Details of the share options granted to Executive Directors under the 2022 Plan are set out in the table opposite and no new options were granted to Executive Directors during 2024. The 2018 LTIP fully vested on 31 December 2024 on satisfaction of the service condition with the performance condition attaching to those awards having already been satisfied. Awards of share options to Executive Directors under the 2022 Plan are subject to (i) a TSR condition (based on the average closing trading price per ordinary share in any 30-day period during 2028 against a share price of €3.48, and inclusive of any dividends in the period) and (ii) the Executive Director’s continued employment with the Group through 31 December 2028. Non-Executive Directors The Board is committed to recruiting high-calibre Non-Executive Directors, with the necessary experience to make a substantial contribution to the Uniphar Group. Non-Executive Director remuneration is reviewed by the Chairman and the Executive Directors and discussed and agreed by the Board. Non-Executive Directors may attend the Board discussion but may not participate in it and cannot individually vote on their own remuneration. In accordance with the resolution passed at the 2019 AGM, the aggregate fees payable to the Non-Executive Directors shall not exceed €750,000. Changes to the total aggregate remuneration of all Non-Executive Directors is subject to shareholder approval. Non-Executive Directors are paid additional amounts to take account of increased time commitments, including acting as the Senior Independent Director and/or Chair of a Board Committee. In addition, all reasonable and documented expenses incurred in the performance of the Non-Executive Directors’ duties are reimbursed. 94 Overview Strategic Review Governance Financial Statements Annual Report on Remuneration 2024 (audited*) The following table sets out the total remuneration for Directors for the years ended 31 December 2024 and 31 December 2023: Director Salary/ fees €’000 Pension/ Allowance €’000 Other Benefits3 €’000 Fixed Pay €’000 Bonus €’000 LTIP €’000 Variable Pay €’000 Total 2024 €’000 Total 2023 €’000 Executive Directors: G. Rabbette 669 50 50 769 1,003 - 1,003 1,772 1,574 T. Dolphin 445 33 45 523 668 - 668 1,191 1,062 Non-Executive Directors M. Pratt 176 - - 176 - - - 176 176 P. Hogan 100 - - 100 - - - 100 100 J. Berkowitz1 5 - - 5 - - - 5 100 S. Webb 85 - - 85 - - - 85 85 J. Gaul 85 - - 85 - - - 85 76 L. Hoctor 70 - - 70 - - - 70 70 V. Sick2 65 - - 65 - - - 65 - Total 1,700 83 95 1,878 1,671 - 1,671 3,549 3,243 * This table is audited and forms an integral part of the audited financial statements. The other parts of the Remuneration Committee Report are unaudited. 1. J. Berkowitz resigned as a Director on 16 January 2024. 2. V. Sick was appointed to the Board on 29 January 2024. 3. Other benefits principally include health and car allowances. Executive Directors’ Remuneration Executive remuneration within the Group can be broken into the following five components, which we believe provide a fair balance between fixed and performance related remuneration. Base Salary The base salaries of Executive Directors are reviewed annually, having regard to personal performance; skills and experience; changes in levels of responsibility; external benchmarks to market leaders, competitors, and industry standards; as well as the pay and conditions in the wider Group. During 2024, the Executive Directors received a 4% base salary increase. The following table sets out the salaries for the Executive Directors for the relevant financial year: 2024 €’000 2023 €’000 G. Rabbette 669 643 T. Dolphin 445 428 Annual Bonus In Q2 2024, following feedback received from investors, the Committee and the Board approved a change to Executive Director annual bonus metrics moving from an EBITDA target to an Adjusted EPS target. The Committee and the Board believe that Adjusted EPS is a more suitable measure of performance compared to EBITDA for a growth company of the Group’s size because of the current interest rate environment and the level of strategic capex investment the Group is making. The Committee believe that this change better aligns the Executive Director’s bonus metrics with the interests of shareholders. The Committee further notes that the Executive Directors’ short- term incentivisation (i.e. annual bonus) is linked to Group earnings, whilst long-term incentivisation in the form of share options granted to Executive Directors under the 2022 Share Option Plan is linked to shareholder value in the form of a TSR metric and the Committee believes this is an appropriate balance between business performance and shareholder value. For the year ended 31 December 2024, the maximum potential bonus opportunity for Executive Directors was increased from a maximum of 130% of base salary to 150% of base salary following an external benchmarking exercise. The bonus opportunity for the achievement of on-target Group and personal performance targets was up to 75% of maximum opportunity, being 112.5% of base salary. During the year the threshold performance level was also reduced from 95% of target to 90% of target to reflect the ambitious targets set by the Committee and the Board. At the threshold performance level of 90% of target, a bonus opportunity of 37.5% of maximum, being 56.25% of base salary, is payable. Where the threshold performance target of 90% is not reached, no bonus is payable. 95 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 REMUNERATION COMMITTEE REPORT In setting the on-target return the Committee and the Board were cognisant of the ambitious strategic targets set for the Group and sought to align the Executive Directors’ interests with those of shareholders in achieving the Group’s stated strategy. On this basis, the Committee and the Board believe that 75% of the maximum opportunity for achieving performance targets is appropriate. The following table sets out the performance measures applied for Executive Directors for the year ended 31 December 2024: % of maximum Link to strategy Adjusted EPS 40% Key measure of underlying profitability. Stretch Adjusted EPS 25% Delivery of Group’s long-term growth strategy. Organic Gross Profit Growth 7.5% Key measure of continued client growth. Free Cash Flow Conversion 7.5% Cash generation for reinvestment or return to shareholders. Financial targets 80% Personal Objectives 15% Ensure focus on strategic/functional priorities of the Group. Sustainability & Governance 5% Drive continuous improvements in sustainability, governance and culture across the Group. Non-Financial Targets 20% 100% The performance targets were set by the Committee based on the Board approved budget for the year. Committee discretion The Committee has retained the discretionary ability to adjust the value of an award under the annual bonus scheme, if the award in the Committee’s opinion, taking all circumstances into consideration, produces an unfair result. In exercising this discretion, the Committee may take into consideration the individual or the Group’s performance against non-financial measures. Review of financial targets The Committee reviewed performance against the targets set for each Executive Director. Following this review, the Committee determined that the Executive Directors should be awarded bonuses based on the achievement of financial targets, as illustrated in the table below: % of maximum Actual % Adjusted EPS 40% 40% Stretch Adjusted EPS 25% 25% Organic Gross Profit Growth 7.5% 7.5% Free Cash Flow Conversion 7.5% 7.5% Financial targets 80% 80% Due to the commercial sensitivity of the Group’s defined financial targets these targets have not been disclosed. 96 Overview Strategic Review Governance Financial Statements The following table summarises performance for each of the financial objectives: Measure Definition Performance Targets Actual Performance Adjusted EPS Group’s earnings per share performance inclusive of depreciation, tax and finance interest. The payout of the Group EPS bonus is based on the achievement of defined threshold and budget targets. Threshold performance equates to 90% of budget EPS. On achievement of threshold performance, 50% of the portion of the bonus attributable to Adjusted EPS performance is payable. This increases to 100% payout of Adjusted EPS bonus when 100% of Group Adjusted EPS budget is achieved. Payment for performance between threshold and budget is on a pro-rata basis. No portion of basic bonus is paid where actual Adjusted EPS is below threshold performance. 100% of bonus percentage awarded based on Adjusted EPS of 20.5 cent. Stretch Adjusted EPS The Stretch Adjusted EPS measure is the Group Adjusted EPS including the contribution of unbudgeted acquisitions and disposals. Achievement of stretch bonus is based on pre-defined Stretch Adjusted EPS targets. Payment for performance between achievement of budget and the Stretch target is on a pro-rata basis. 100% of bonus percentage awarded based on Adjusted EPS of 20.5 cent. Organic Gross Profit Growth Organic gross profit growth is defined as the growth from restated prior period gross profit to current period gross profit as a percentage of the restated prior period value. The restatement to the prior year value is to include the corresponding prior period performance of acquisitions and exclude the prior period performance of disposals. Achievement of the bonus required organic gross profit growth in the year. 100% of bonus percentage awarded based on Organic Gross Profit Growth of 8.2%. Free Cash Flow Conversion Free cash flow conversion is defined as EBITDA, less investment in working capital, less maintenance capital expenditure, less payments on leases divided by EBITDA. The Group’s free cash flow conversion target for the purpose of the annual bonus is in line with achieving the Group’s medium-term outlook. Threshold performance equates to a free cashflow conversion of 5% below the target range resulting in a payout of 50%. No bonus is paid if actual free cash flow is below threshold performance. A full 100% bonus is paid if budget free cashflow is reached or exceeded. Payment between threshold and budget performance is on a pro-rata basis. 100% of bonus awarded based on Free Cash Flow Conversion of 105.5%. 97 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 REMUNERATION COMMITTEE REPORT Review of non-financial targets 20% of the maximum bonus opportunity is linked to non-financial performance targets, recommended by the Committee and subsequently approved by the Board. The Committee assessed the achievements of each Executive Director against the objectives and concluded they were met in 2024. Following this review, the Committee determined that the Executive Directors should be awarded bonuses based on the achievement of non-financial targets, as illustrated in the table below: % of maximum Actual % Personal Objectives 15% 15% Sustainability and Governance 5% 5% Non-Financial Targets 20% 20% Personal objectives The performance of the Executive Directors is also measured against personal and strategic objectives, which in 2024 focused on Leadership and Strategy, Portfolio Optimisation, Operating Model, Talent and Succession and Culture. Performance against these objectives is determined by the Committee by reference to key targets agreed with the Executives at the start of the year. These objectives include the achievement of operational goals, the Executive Director’s contribution to Group strategy, as a member of the Board, and specific goals related to their functional roles. Achievements G. Rabbette & T. Dolphin » Leadership and Strategy: Continued to execute and refine the Group’s Medium-Term Strategy and long-term vision. » Portfolio Optimisation: Continued discipline in capital allocation across the Group with focus on organic growth drivers and capabilities. » Operating Model: Continued to build Group commercial capabilities and accelerate growth in priority areas including enhanced international account management capability together with enhanced cross-selling capability. - Delivered performance through the new divisional structure. - Embedded the enhancements to the Group’s operating model (e.g. talent, technology and infrastructure), driving commercial excellence, consistency, and agility. - Continued investment in strategic infrastructure projects to ensure long-term capacity, agility and scalability. » Talent and Succession: Supported the development of Group-wide talent development framework, with a continued emphasis on senior management succession planning to ensure the businesses longer term leadership needs. » Culture: Worked closely with Board and Leadership Team to build on Group’s solution focused culture with Group-wide community initiatives and divisional focused engagements. 98 Overview Strategic Review Governance Financial Statements Sustainability and Governance Uniphar places a strong emphasis on working responsibly and sustainably. The Committee determined that, in order to align the Executive Directors to these interests, specific performance targets were introduced to drive continuous improvements in sustainability, governance and culture across the Group. The Committee determined that the Executive Directors should be awarded the maximum bonus opportunity attributable to Sustainability and Governance as a result of the following: Sustainability » Supported the completion of the Group’s double materiality assessment and development of a CSRD framework » Approval of SBTi targets » Supported the development of Group-wide Responsible Sourcing Programme » Continued development of a Group-wide Decarbonisation plan » Promoted awareness enhancing initiatives throughout the Group. Governance » Continued to support Workforce-engagement initiatives and increased workforce communication » Continued to support the expansion of the shareholder engagement programme in line with UK Code recommendations. Total annual bonus payable Following a review of the actual performance for both the financial and non-financial measures against targets, the Committee recommended, and the Board approved, a total bonus outcome of 100% of maximum bonus opportunity, being 150% of base salary. 100% of the gross bonus achievement will be deferred for a period of five years in the form of in-market share purchases. Shares purchased in- market will be held by an Irish registered employee benefit trust established by the Company and the beneficial interest will be held by the Executive Directors subject to restrictions on dealing for the five-year period. The Committee considers that the level of achievement is appropriate and reflective of the overall performance of the Group and the value created for shareholders during the year. Clawback Policy Bonus payments made to Executive Directors are subject to clawback for three years from payment in certain circumstances including: » A material misstatement of the Company’s audited financial statements » A material breach of applicable health and safety regulations » Business or reputational damage to the Company or a subsidiary arising from a criminal offence, serious misconduct or gross negligence by the individual Executive. Pension All pension benefits for Executive Directors are determined in relation to base salary. Fees payable to Non-Executive Directors are not pensionable. Under the current Remuneration Policy, pension benefits for Executive Directors are a maximum of 7.5% of base salary, in line with average pension contributions available to the Group’s wider workforce. Other Benefits Employment-related benefits for Executive Directors provide a level of benefits or specified monetary allowances including healthcare and car allowances. LTIP The 2018 LTIP represents 4.8% of issued share capital of the Company, with Executive Directors and key employees participating in the arrangement. All shares in the 2018 LTIP were allotted prior to the Group’s IPO in 2019 and, therefore, have had no dilutive impact since IPO. No LTIP share awards were granted to Executive Directors under the 2018 LTIP since 2018. All share price performance conditions attributable to these LTIP share awards were satisfied during 2021. The service condition attaching to these awards in respect of each Executive Director was satisfied on 31 December 2024 and therefore all Executive Director share awards under the 2018 LTIP fully vested on 31 December 2024. The table below sets out details of share awards made under the 2018 LTIP currently held by Executive Directors: Executive Director Grant Date Exercise Price No. of share awards at 1 Jan 2024 Granted Vested/ Exercised Lapsed No. of share awards at 31 Dec 2024 End of Performance Period G. Rabbette 28 April 2018 n/a 3,685,427 - 3,685,427 - - 31 Dec 2024 T. Dolphin 28 April 2018 n/a 2,284,965 - 2,284,965 - - 31 Dec 2024 99 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 2022 Share Option Plan Awards under the 2022 Plan take the form of options to subscribe for new ordinary shares in the Company. During 2024, the Committee considered the effectiveness of the 2022 Share Option Plan to act as an incentive for key members of senior management, including the Executive Directors, in light of challenging capital markets and a decrease in the Company’s share price over the period since the grant of the options. The Committee determined that it was imperative that key members of senior management continued to be incentivised to remain with the business to deliver on the Group’s medium- term strategy. The Committee resolved to make the following changes to the awards granted under the 2022 Share Option Plan to key members of senior management including the Executive Directors: » The Committee noted that the business remained confident of hitting the shareholder return thresholds set at the time the share option awards were made. They determined that the Total Shareholder Return (‘TSR’) performance metric should remain the same and should continue to be calculated based on the original exercise price of €3.48 ensuring that the share price performance required to be achieved by the Group in order for the share option awards to vest would not be reduced. The performance condition would remain as TSR (based on the average closing trading price per ordinary share in any 30-day period in 2028 against the original exercise price of €3.48, and inclusive of any dividends in the period) on a sliding scale basis, where TSR of ≥70% will see 100% of the awards vest and TSR of <50% would see no awards vest. Executive Director Grant Date Exercise Price No. of share option awards at 1 Jan 2024 Granted Vested/ Exercised Lapsed No. of share option awards at 31 Dec 2024 End of Performance Period G. Rabbette 30 Nov 2022 €2.04 4,000,000 - - - 4,000,000 31 Dec 2028 T. Dolphin 30 Nov 2022 €2.04 2,700,000 - - - 2,700,000 31 Dec 2028 Minimum Shareholding Requirements The Committee has sought to promote long-term shareholdings by Executive Directors, to support alignment with shareholder interests, and has adopted minimum shareholding requirements for Executive Directors. These guidelines specify that Executive Directors should, over a period of five years from the date of appointment, build up and then retain a shareholding in the Company with a valuation of at least equal to twice their annual base salary. Additionally, the Committee has adopted guidelines relating to post-employment shareholding requirements. These guidelines require that Executive Directors maintain their full minimum shareholding requirement of twice base salary for a period of two years post-employment. Current Executive Director shareholdings at 31 December 2024, as a multiple of their base salary: Minimum Actual* G. Rabbette 2.0x 25x T. Dolphin 2.0x 27x * Based on closing share price of €2.12 on 31 December 2024 REMUNERATION COMMITTEE REPORT The Committee and the Board believe that a TSR condition continues to directly align Executive Director incentivisation with the long-term interests of shareholders. » The vesting period under the option awards was extended by two years from 31 December 2026 to 31 December 2028 which aligns to the Group’s medium-term strategic targets. This results in a total vesting period of six years and two months from the date of grant which brings this above the requirement for a minimum total vesting and holding period of five years set out in the UK Code. » The period for determining the average closing trading price was amended from the 30-day period immediately prior to the vesting date to any 30-day period during 2028. » The exercise price in respect of the share options was reduced to €2.04 to reflect the Company share price on the date the amendments were made. However, as noted above, the share price for the purposes of the calculation of the TSR remains at the original exercise price of €3.48. The Committee determined that the cumulative impact of the above amendments struck a balance between ensuring senior management had an effective incentivisation structure in place and delivering on the representations made to shareholders that the business was committed to achieving the defined TSR levels. During 2024, no new share options were granted to Executive Directors. Details of the number of share options held by the Executive Directors are set out below. 100 Overview Strategic Review Governance Financial Statements Remuneration consists of fixed pay (base salary, pension, and benefits) and variable pay (annual bonus and LTIP). A significant portion of Executive Directors’ remuneration is linked to the delivery of key business goals over the short and long-term and the creation of shareholder value. The charts above present scenarios of the remuneration outcomes of: Payout levels Minimum » Fixed Pay » No bonus payout At Budget » Fixed Pay » 75% of maximum bonus opportunity, in line with budgeted performance targets Maximum » Fixed Pay » 100% of maximum bonus opportunity, in line with budgeted performance targets Percentage change in Executive Directors’ Remuneration The following table sets out the relative change from 2023 to 2024 in the remuneration earned by the Executive Directors, compared with the average percentage change for the Group’s employees: €’000 2024 2023 % Change G. Rabbette 1,772 1,574 12.6% T. Dolphin 1,191 1,062 12.1% Total Executive Directors 2,963 2,636 12.4% Average Employee Remuneration 62.4 59.9 4.2% Relative Importance of Spend on Pay The table below sets out the amount paid in remuneration to all employees of the Group, compared to gross profit, Adjusted EPS and dividends declared in respect of the financial year: €’000 2024 2023 % Increase Total Employee Remuneration* 219,319 195,253 12.3% Gross Profit 427,604 389,984 9.6% Adjusted EPS 20.5 cents 18.3 cents 12.0% Dividend** 5,250 5,000 5.0% * Total employee remuneration includes €3,804,000 (2023: €2,318,000) of payroll costs which have been capitalised during the year and excludes share-based payment expense. ** Reflecting progressive dividend commitment made at the time of IPO. Performance-related Remuneration Outcomes Minimum Maximum 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 At Budget CFO: Scenario Pay Structure Fixed Pay Bonus Minimum Maximum 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 At Budget CEO: Scenario Pay Structure Fixed Pay Bonus 101 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 Advisers to the Committee The Committee did not engage the services of external remuneration consultants during 2024. Payments to former Directors There were no payments to former Directors in accordance with Section 305 of the Companies Act 2014 during the year. Payments for loss of office There were no payments to Directors for loss of office during the year. Non-Executive Directors’ Remuneration The Board aims to recruit high-calibre Non-Executive Directors, with broad commercial, international or other relevant experience. Fees paid to the Non-Executive Directors for the 2024 and 2023 financial years are outlined in the Remuneration table on page 94. Non-Executive Directors do not participate in any Group share incentive or award schemes. Service Contracts/Letters of Appointment Details of the service contracts for the Executive Directors are outlined below: Name Title Date of Contract Notice Period Ger Rabbette Chief Executive Officer 27 June 2019 12 months Tim Dolphin Chief Financial Officer 27 June 2019 12 months The Company can terminate Executive Director employment by making a lump sum payment, in lieu of notice, consisting of the basic salary for the notice period. Standard ‘cause’ provisions are included which allow the Company to terminate without notice or the obligation to make a payment in lieu of notice. There are also standard ‘garden leave’ provisions for all Executive Directors, together with post-termination restrictions on competing activity and non-solicitation of customers or key employees. These are effective for a period of 12 months after termination. Each of the Non-Executive Directors has been appointed under the terms of a letter of appointment. Appointment is terminable by either party giving one month’s written notice or otherwise, in accordance with the Articles. Continuation of appointment is contingent on satisfactory performance, re-election (where applicable), in accordance with the Articles and any relevant statutory provisions for the removal of Directors. Standard ‘cause’ provisions are included that entitle the Company to terminate a Non-Executive Director’s appointment without notice or payment of compensation. The appointment letter includes membership of any Board Committees, the fees to be paid and the time commitment expected. The letter also covers matters such as confidentiality, data protection and the Company’s share dealing policy. Dates of appointment and retirement for the current Non-Executive Directors are set out below: Name Appointment Date of Retirement M. Pratt July 2003 - P. Hogan June 2019 - S. Webb June 2019 - J. Gaul January 2021 - L. Hoctor January 2021 - V. Sick January 2024 - J. Berkowitz September 2020 January 2024 REMUNERATION COMMITTEE REPORT 102 Overview Strategic Review Governance Financial Statements The Directors present their Directors’ report and audited Group financial statements for the year ended 31 December 2024. Principal Activities and Review of the Development of the Business The Group is a leading service provider within the pharmaceutical and healthcare sector, headquartered in Ireland, with offices in the UK, Europe, the US and the Asia Pacific region. By promoting a strong service-based culture and working with our partners, we provide an innovative range of services, including product distribution and the provision of specialist services for the pharmaceutical and healthcare sector. The business is divided into three trading divisions: Uniphar Medtech, Uniphar Pharma and Uniphar Supply Chain & Retail. » Uniphar Medtech is the partner of choice for manufacturers seeking to bring innovative medtech products to market. We provide expertise across sales, marketing, compliance and distribution to the world’s top medical device manufacturers across a pan–European platform. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe, in addition to a facility in the US to support clients seeking to access the North American market. » Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. The business enables pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. The division operates through its On Demand and Pharma Services business units. » Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary surgeons in Ireland. Uniphar operates a network of pharmacies under the Life, Allcare, Hickey’s and McCauley brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively. The three trading divisions work in synergy, to allow us to support healthcare professionals and manufacturer customers to provide their patients and communities with the medicines and care that they need. Business Review The Group performed strongly in 2024 with the majority of the growth delivered organically. This result reflects the competitive advantages of our business together with the diversity of our service offfering. The performance in 2024 reflects the investment in recent years in building the platforms in each division to achieve scale in their target markets and is delivered by our committed and dedicated teams who focus on service excellence and delivering for the customers and patients who rely on us every day. The Group continues to invest for the future in both our people and infrastructure creating the capacity and capabilities that will enable the next phase of growth. Gross profit increased to €427.6m from €390.0m representing an increase of 9.6%. Most of this increase was achieved organically in addition to the full year impact of the acquisition of the McCauley Pharmacy Group and a small number of ICP acquisitions. Each division delivered organic gross profit growth reflecting the impact of synergies from prior acquisitions now delivering outsized growth as part of the larger combined Group. Cash flow generation remains a key focus for management with cash generated from operating activities of €124.3m in the year. Free cash flow conversion for the period was 105.5% which reflects strong working capital management and temporary timing benefits in working capital that have arisen from the growth in the Pharma division. The Group’s debt is financed by a credit facility that expires in August 2027 with an option to extend by one year and a further option to extend by an additional year up to August 2029. This facility provides a revolving credit facility of €400m together with an additional uncommitted accordion facility of €150m. Net bank debt was €147.7m (2023: €149.9m) and leverage remained modest at 1.47x, providing a solid platform to support future growth and investment as opportunities arise. DIRECTORS’ REPORT 103 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 DIRECTORS’ REPORT The Group has a number of key performance indicators (KPIs) which are used to monitor its performance. These KPIs are outlined further in our key performance indicators section on pages 23 to 24. The pre-tax exceptional gain in 2024 of €14.5m (2023: charge of €0.4m) was driven largely by the net release of deferred contingent consideration. Further detail is provided in Note 4 to the financial statements. Divestments The Group disposed of its investment in Inspired Insight, LLC in December 2024 for consideration of €24.3m representing a pre-tax profit on disposal of €2.6m. This investment performed well during its time within the Group and its sale represented an attractive return for the Group and an opportunity to redeploy the capital. The Group also disposed of one independent community pharmacy (‘ICP’) during the year. Results for the Year The Group Income Statement for the year ended 31 December 2024 and the Group Balance Sheet at that date are set out on pages 119 and 121 respectively. The Group’s gross profit was €427,604,000 (2023: €389,984,000) and EBITDA was €123,458,000 (2023: €115,985,000). The Group’s profit on ordinary activities before tax was €75,594,000 in 2024 (2023: €52,898,000). After including a tax expense of €11,358,000 (2023: €7,750,000) and profit attributable to non-controlling interests of €33,000 (2023: €333,000), the profit for the financial year attributable to owners is €64,203,000 (2022: €44,815,000). There was a strong cash performance in the year with free cash flow conversion of 105.5%. Inclusive of continued significant strategic capital expenditure spend, the Group is in a strong position at year end with leverage of 1.47x and net bank debt of €147.7m at year end. Total equity of the Group at 31 December 2024 was €401,881,000 (2023: €333,620,000). Research and Development The Group performs research and development activities to ensure that it continues to be a recognised innovator in the industry in which it operates. These activities support the introduction of new services, improved online customer experience and the development of better processes and systems. Continued research and development contribute to the Group’s future growth and profitability. Expenditure on research and development applications and technical support amounted to €270,000 in 2024 (2023: €300,000). Future Developments Since IPO, the Group has grown through a combination of organic growth and acquisition. Strong growth in 2024 was delivered predominantly through organic growth which demonstrates the strength and synergies that have been realised when those investments integrate with the wider Group to deliver for the benefit of our clients. In 2023, the Group outlined its new target of reaching €200m EBITDA in the medium-term which it now expects to deliver in 2028. The Group now expects that at least 80% of the growth will be organic. The strong performance in 2024 positions the Group well to achieve this and bolsters our confidence in the organic growth opportunities that lie ahead. The targets for divisional organic gross profit growth are outlined as follows: Uniphar Pharma: double-digit, Uniphar Medtech: high single-digit and Uniphar Supply Chain & Retail: low single-digit. Each division has a robust plan in place to deliver these targets; we remain committed to building a pan-European offering in Uniphar Medtech; in Uniphar Pharma, we will continue to develop our On Demand and Pharma Services platforms investing in digital technology and scalable infrastructure, while in Uniphar Supply Chain & Retail, we continue to leverage our key assets and grow our market share while investing for the long-term in our new high-tech distribution facility in Dublin. The Group continues to exercise a disciplined approach to capital deployment. M&A remains an objective of the Group in delivering its medium-term target and we continue to manage an active pipeline of acquisition opportunities to add further scale and breadth to the existing platform. The management team is committed to maximising the full potential of our prior acquisitions and delivering long-term value for all our stakeholders. Statement of Directors’ Responsibilities The Directors are responsible for preparing the Directors’ Report and the financial statements of the Group and Company, in accordance with Irish law. Irish law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare Group financial statements in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union and Article 4 of the IAS Regulation and have also chosen to prepare the parent company financial statements under IFRSs, as adopted by the European Union. 104 Overview Strategic Review Governance Financial Statements Under Irish law, the Directors shall not approve the financial statements unless they are satisfied that they give a true and fair view of the Group’s and Company’s assets, liabilities, and financial position as at the end of the financial year and the profit or loss of the Group and Company for the financial year. In preparing these financial statements, the Directors are required to: » Select suitable accounting policies and then apply them consistently » Make judgements and estimates that are reasonable and prudent » State whether the financial statements have been prepared in accordance with IFRS and ensure that the financial statements contain the additional information required by the Companies Act 2014 » Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to: » Correctly record and explain the transactions of the Group and Company » Enable, at any time, the assets, liabilities, financial position and profit or loss of the Group and Company to be determined with reasonable accuracy » Enable the Directors to ensure that the financial statements comply with the Companies Act 2014 and enable those financial statements to be audited. The Directors are also responsible for safeguarding the assets of the Group and the Company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities. Each of the Directors confirm that they consider the Annual Report and Consolidated Financial Statements, taken as a whole, to be fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company position, performance, business model and strategy. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclosure of Information to Auditors The Directors in office at the date of this report have each confirmed that: » Insofar as they are aware, there is no relevant audit information of which the Company’s statutory auditor is unaware » They have taken all the steps that they ought to have taken as a Director, in order to make themselves aware of any relevant audit information and to establish that the Company’s statutory auditor is aware of that information. Directors’ Compliance Statement The Directors acknowledge that they are responsible for securing the Company’s compliance with its relevant obligations, as defined in the Companies Act 2014 (the “Relevant Obligations”). The Directors confirm that: (1) A compliance policy statement setting out the Company’s policies in respect of compliance by the Company with its relevant obligations has been drawn up (2) Appropriate arrangements or structures that are designed to secure material compliance with the Company’s relevant obligations have been put in place (3) A review of the arrangements and structures referred to in point (2) above has been conducted during the year ended 31 December 2024. Audit, Risk and Compliance Committee In accordance with Section 167 of the Companies Act 2014, the Group has established an Audit, Risk and Compliance Committee. Full particulars are provided in the Audit, Risk and Compliance Committee Report at pages 79 to 84. Corporate Governance Statements by the Directors in relation to the Group and Company’s application of corporate governance principles and the Group’s system of internal controls are set out in the Corporate Governance Report at pages 67 to 78. Going Concern The Directors have made appropriate enquiries and carried out a thorough review of the Group’s forecasts, projections and available banking facilities taking account of committed outflows including deferred contingent consideration and committed capital expenditure. Consideration was also given to possible changes in trading performance and potential business risks. The forecasts indicate significant liquidity headroom will be maintained above the Group’s borrowing facilities and applicable financial covenants will be met throughout the period. 105 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 DIRECTORS’ REPORT Uniphar plays a significant role in the healthcare sector, ensuring continuity in the supply and distribution of much needed medicines, medical devices and related services. The Group has a robust capital structure with strong liquidity, supported into the future by the banking facility, with a remaining term until August 2027 with an option to extend by one year and a further option to extend by an additional year up to August 2029. Having regard to the factors outlined above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of 12 months from the date of approval of these financial statements. As a result, the Directors consider that it is appropriate to continue to adopt the going concern basis in preparing the financial statements. Viability Statement In accordance with Provision 31 of the 2018 UK Corporate Governance Code, the Directors are required to assess the prospects of the Group, explain the period over which we have done so and state whether we have a reasonable expectation that the Group will be able to continue in operation and meet liabilities as they fall due over this period of assessment. The Directors have carried out a rigorous review of the prospects of the Group over the medium-term. In assessing the prospects of the Group and its ability to meet its liabilities as they fall due, the Board has taken account of the Group’s medium-term strategic planning cycle, capital investment plans, the business model, and its diverse portfolio. The Directors have also considered the Group’s strong cash generation, capital structure and debt facilities in addition to the principal risks and uncertainties detailed on pages 57 to 62. This included a consideration of the impact of the current global macroeconomic climate, including cost inflation and interest rates. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are outlined in the Financial Review on pages 25 to 28. Period of Viability Assessment The Directors concluded that three years was an appropriate period for the assessment. Given the potential impact of macroeconomic events and political uncertainty, it is recognised that future assessments are subject to a level of uncertainty that increases with time, and therefore future outcomes cannot be guaranteed or predicted with certainty. Financial projections are considered to be more reliable and robust over this period. Assessment of Viability The viability of the Group has been assessed, using the Group Strategic Plan as approved by the Board, building upon the several divisional management plans as well as the Group’s strategic goals. It is based on a number of assumptions concerning macroeconomic growth, stability in our key markets, and continued access to capital to support the Group’s ongoing investments. The strategic plan is subject to stress testing which involves flexing a number of the main assumptions underlying the forecast in severe but reasonable scenarios. Such assumptions are tested by management and the Directors. In making this assessment, the Directors have considered the resilience of the Group, taking account of its current position and the principal risks facing the business as outlined in the Risk Management Report contained in this Annual Report, and the Group’s ability to manage those risks. The risks have been identified using a top-down and bottom-up approach, and their potential impact was assessed having regard to the effectiveness of controls in place to manage each risk. In assessing the prospects of the Group such potential impacts have been considered as having the mitigating factors in place. Based on this assessment and the diverse nature of the Group’s geographies, markets, customer base, and product portfolio, the Directors have concluded that 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 three-year period of the assessment. Accounting Records The measures taken by the Directors to secure compliance with the Group’s obligation to keep adequate accounting records are the use of appropriate systems and procedures and employment of competent persons as outlined in Sections 281 to 285 of the Irish Companies Act 2014. The accounting records are kept at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K. Principal Risks and Uncertainties The principal risks and uncertainties facing the Group and its subsidiaries are outlined on pages 57 to 62. Financial Risk Management The Group’s operations expose it to various financial risks. The Group has a risk management programme in place which seeks to limit the impact of these risks on the financial performance of the Group and it is the policy of the Group to manage these risks in a non-speculative manner. The Group’s financial risk management is carried out by a central finance department under policies approved by the Board. The Group Finance function identifies, evaluates and manages financial risks in close co-operation with the Group’s operating units. 106 Overview Strategic Review Governance Financial Statements The Board approves written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and the investment of excess liquidity. The Group uses financial instruments throughout its business. Borrowings, cash, and liquid resources are used to finance the Group’s operations. Trade receivables and payables arise directly from operations. Further detail on financial risk management is disclosed in Note 32 to the financial statements. Forward foreign exchange contracts, where deemed appropriate, are used to manage currency risks arising from the Group’s operations. Finance Interest and Currency Risk The Group’s procedure is to finance operating subsidiaries by a combination of retained profits and, to a lesser extent, non-recourse financing arrangements, invoice discounting and overdrafts, and to finance investments with a combination of Group funds and borrowings. The majority of the Group’s activities are conducted in Euro. Foreign exchange exposure arises from transactional currency exposures arising from the sale and purchase of goods in currencies other than the Group’s functional currency (the Euro). The Group takes appropriate measures to manage its exposure to fluctuating foreign exchange rates associated with both transaction activity and the translation into Euro of its net investment in its non-Euro subsidiaries. Forward foreign exchange contracts and the holding of foreign currency cash balances are used to hedge these currency exposures, where material. Non-Financial Reporting Statement Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (“Regulations’”), the Group is required to report on certain non-financial information to provide an understanding of its development, performance, position and the impact of its activities, relating to, at least, environmental matters, social matters, employee matters, respect for human rights, and bribery and corruption. The table below provides additional detail on the information required to be provided by the Regulations and highlights where the information has been provided in this Annual Report and Financial Statements, where applicable. Reporting requirements Our policies Commentary Environmental matters » Environmental Policy » Sustainability Policy For further information on the Group’s approach to Environmental matters, see the Environment and Sustainability section of our Sustainability Report. Social and employee matters » Sustainability Policy » Code of Conduct » Equity, Diversity & Inclusion Policy » Whistleblower Policy For further information on the Group’s approach to Social and Employee matters, see the People and Culture section of this Report and the People & Workplace section and the Community Involvement section of our Sustainability Report. Human rights » Supplier Code of Conduct » Equity, Diversity & Inclusion Policy » Modern Slavery Policy The Group is committed to conducting all our activities in accordance with high standards of business conduct, respecting the fundamental freedoms and rights of our people. The Group is also committed to ensuring that our supply chain is free from human rights abuses, including forced labour, slavery and trafficking. Anti-bribery and corruption » Anti-Bribery and Corruption Policy » Code of Conduct » Whistleblower Policy » Conflicts of Interest Policy The Group does not tolerate any form of bribery, prohibits facilitation payments, and does not make political contributions. Description of the business model Details are set out in the Principal Activities and Review of the Development of the Business section of this report. Non-financial key performance indicators The Group’s planning and financial reporting procedures include financial and non-financial Key Performance Indicators (KPIs) which benchmark progress towards our strategic priorities. KPIs are reviewed and monitored on a regular basis by the Board, the Audit, Risk and Compliance Committee, or the applicable business manager and are amended to better reflect the Group’s key performance measures when required. Our KPIs in connection with the above matters relate to the level of reported breaches of applicable legislation or incidents reported, of which there were none in the current year. In addition to the KPIs which are reviewed and monitored at a business level, the Group has a number of KPIs which are used to monitor the Group’s performance. These KPIs are outlined further in our key performance indicators section on pages 23 to 24. Principal risks Details are set out in the Risk Management section of this report on pages 57 to 62 and each of the above areas are discussed where relevant. 107 Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 DIRECTORS’ REPORT EU TAXONOMY Background The EU taxonomy is part of the EU’s overall efforts to reach the objectives of the European Green Deal. The EU Taxonomy Regulation allows companies to share a common definition of economic activities that can be considered environmentally sustainable by providing a classification system for sustainable activities, to help direct investments towards sustainable projects and activities. It establishes a list of sustainable economic activities which contribute meaningfully towards several environmental objectives. In the following section, the Group has outlined information on the extent to which the Group’s activities are eligible and aligned under this taxonomy. Uniphar acknowledges that this regulation is continuing to evolve and has therefore adopted a conservative approach in calculating the KPIs below. Economic Activity In assessing eligibility, we looked at the activities of the Group and whether these fall within the scope of the economic activities outlined under the taxonomy regulation. Uniphar’s core business includes the supply of pharmaceutical and medical device products, which are not currently listed as eligible activities. To support our core business activities, we carry out some ancillary services and we have looked at our investment in these areas to understand if these qualify as eligible. Accounting Policies Turnover While the supply of pharmaceutical and medical device products was deemed non-eligible, we reviewed the Group’s divisions against those economic activities currently within the scope of the taxonomy regulation and, through this assessment, we determined that Uniphar had no eligible turnover in 2024 and therefore no alignment. Capital expenditure Our assessment was on investment in eligible economic activities listed within the regulation. This included projects involving building renovations to improve existing distribution facilities and the installation, maintenance and repair of energy efficiency equipment. Projects were allocated to distinct categories to avoid double counting. Operating Expenditure A detailed review was undertaken of our Operating Expenditure against those economic activities that are currently within the scope of the taxonomy regulation, and it was concluded that Uniphar had no eligible operating expenditure in 2024 and no taxonomy alignment in 2024. Key Performance Indicators In the 2024 reporting period, Uniphar had no turnover associated with eligible activities. The proportion of eligible operating expenditure was also deemed to be nil. Eligible capital expenditure was deemed to be 3.6%. Turnover With no eligible turnover (numerator) and using a base of our total turnover (denominator), as reported in our Income Statement, we established the proportion of eligible turnover to be 0%. Capital expenditure Comparing these eligible capital additions (numerator) to our additions of intangible assets and property, plant and equipment, and right of use assets as reported in Notes 11 and 12 in our financial statements (denominator), the share of capital expenditure associated with Taxonomy- eligible economic activities was approximately 3.6%. This does not include business combinations in the year. Uniphar’s share of capital expenditure associated with Taxonomy-aligned economic activities was 0%. Operating Expenditure It is notable that Opex used in the EU Taxonomy framework differs from what is considered traditional reporting in financial statements. The purpose of this KPI is to encapsulate non-capitalised costs which relate to investments and processes. More specifically, the EU taxonomy-aligned operating expenditure refers to costs related to, research and development, building renovation measures, short-term lease, maintenance and repair and any other direct expenditures. Having identified no eligible expenditure within this category (numerator) and using the total operating expenditure (denominator) as defined in the EU Taxonomy Regulation, we established the proportion of eligible operating expenditure to be 0%. Uniphar’s share of operating expenditure associated with Taxonomy-aligned economic activities was 0%. Taxonomy Alignment Having identified certain taxonomy eligible economic activities, we did not identify any activities which met all of the alignment criteria of the EU Taxonomy Regulations. Category Taxonomy Eligible Taxonomy Aligned Turnover 0.0% 0.0% Capital Expenditure 3.6% 0.0% Operating Expenditure 0.0% 0.0% This taxonomy information has been provided on a voluntary basis. We will comply with the full requirements of the taxonomy when applicable and have provided this information recognising our commitment to sustainability, and as we transition to being in the scope of CSRD reporting, additional information will be provided in our annual reports. 108 Overview Strategic Review Governance Financial Statements Substantial Holdings The table below shows all notified shareholdings in excess of 3% of the issued ordinary share capital of the Company as at 31 December 2024 and 21 February 2025, being the closest possible date to the date of signing of this report: Directors, Secretary and their Interests in Shares The names of the persons who, at any time in the twelve months to 31 December 2024, were Directors are set out below: M. Pratt J. Berkowitz G. Rabbette J. Gaul T. Dolphin L. Hoctor P. Hogan V. Sick S. Webb The beneficial interests, including family interests, of the Directors and Company Secretary of Uniphar plc in office at 31 December 2024 in the share capital of Uniphar plc and subsidiary undertakings were: Ordinary shares 31 December 2024 Number 31 December 2023 Number G. Rabbette 7,800,107 7,800,107 T. Dolphin 5,692,175 5,692,175 The Directors and Secretary who hold less than 1% of the Company’s issued share capital are not disclosed, as the Company is exempt from this disclosure under Section 260, Companies Act 2014. For further details on Director’s share awards under LTIP schemes, see the Remuneration Committee Report. Political Donations The Electoral Act 1997 (as amended by the Electoral Political Funding Act 2012) requires companies to disclose all political donations to any individual party over €200 in value made during the financial year. The Directors, on enquiry, have satisfied themselves that no such donations in excess of this amount have been made by the Group or any of its subsidiaries. Events after the Balance Sheet Date The Board has approved to commence, but not yet contracted, the launch of a share buyback programme subject to market conditions. There have been no other material events subsequent to 31 December 2024 that would require adjustment to or disclosure in this report. Dividends Following another set of positive results for the Group, the Directors are proposing a final dividend of €3.4m. Together with the interim dividend of €1.8m, paid in October 2024, this brings the total dividend for the year to €5.2m, which is an increase of 5% on 2023. Subject to approval at the AGM, the proposed dividend will be paid to ordinary shareholders on 16 May 2025. The Board has adopted a progressive dividend policy, to reflect the expectation of future cash flow generation and the long-term earnings potential of the Group. Auditors The independent auditors, PricewaterhouseCoopers, have indicated their willingness to continue in office. On behalf of the Board: M. Pratt G. Rabbette 21 February 2025 31 December 2024 Number of shares % Holding Number of shares % Holding Allianz Global Investors 33,720,723 12.4% 33,720,723 12.4% Polar Capital 20,465,880 7.5% 20,465,880 7.5% Sisk Family 12,672,336 4.6% 12,672,336 4.6% SwedBank Robur 12,190,000 4.5% 12,190,000 4.5% Mackenzie Investments 11,153,068 4.1% 11,153,068 4.1% Amundi Asset Management 9,784,693 3.6% 9,784,693 3.6% Uniphar Plc Annual Report 2024 Uniphar Plc Annual Report 2024 109 Uniphar Plc Annual Report 2024 Financial Statements 111 Independent Auditors’ Report 119 Group Income Statement 120 Group Statement of Comprehensive Income 121 Group Balance Sheet 122 Company Balance Sheet 123 Group Statement of Changes in Equity 124 Company Statement of Changes in Equity 125 Group Cash Flow Statement 126 Company Cash Flow Statement 127 Accounting Policies 140 Notes to the Financial Statements 198 Alternative Performance Measures 203 Glossary of Terms Overview Strategic Review Governance Financial Statements 110 111 Uniphar Plc Annual Report 2024 Report on the audit of the financial statements Opinion In our opinion, Uniphar plc’s Group financial statements and Company financial statements (the “financial statements”): » give a true and fair view of the Group’s and the Company’s assets, liabilities and financial position as at 31 December 2024 and of the Group’s profit and the Group’s and the Company’s cash flows for the year then ended; » have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union and, as regards the Company’s financial statements, as applied in accordance with the provisions of the Companies Act 2014; and » have been properly prepared in accordance with the requirements of the Companies Act 2014. We have audited the financial statements, included within the Annual Report, which comprise: » the Group and Company Balance Sheets as at 31 December 2024; » the Group Income Statement for the year then ended; » the Group Statement of Comprehensive Income for the year then ended; » the Group and Company Cash Flow Statements for the year then ended; » the Group and Company Statements of Changes in Equity for the year then ended; » the accounting policies; and » the notes to the financial statements. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable law. Our responsibilities under ISAs (Ireland) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in Ireland, which includes IAASA’s Ethical Standard as applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC 112 Overview Strategic Review Governance Financial Statements Our audit approach Overview Materiality Audit scope Key audit matters Overall materiality » €3.1 million (2023: €2.6 million) – Group financial statements » Based on c. 5% of profit before tax, before exceptional items. » €3.2 million (2023: €2.7 million) – Company financial statements » Based on c. 1% of net assets. Performance materiality » €2.3 million (2023: €2.0 million) – Group financial statements. » €2.4 million (2023: €2.0 million) – Company financial statements. Audit scope » The Group has three operating segments: Uniphar Supply Chain & Retail, Uniphar Pharma and Uniphar Medtech. Each of these consists of a number of reporting components. » We performed full scope audits of the complete financial information of seven reporting components, which in our view required an audit of their complete financial information due to their size and financial significance to the Group or risk factors. » In addition, specified audit procedures on selected account balances, classes of transactions or disclosures were performed at 10 other reporting components within the Group. We also performed audit work on balances that are managed centrally at Group. » Our audit work accounted for in excess of 75% of Revenues, in excess of 70% of Profit before tax before exceptional items and in excess of 75% of Total assets of the Group. Key audit matters » Goodwill impairment assessment. The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 113 Uniphar Plc Annual Report 2024 Key audit matter How our audit addressed the key audit matter Goodwill impairment assessment Refer to “Intangible assets” and “Impairment of assets” on page 130 of the Accounting policies, “Impairment of goodwill and other non-current assets (Estimation)” in note 1 “Significant estimates and judgements” and note 11 “Intangible Assets”. The carrying value of goodwill at 31 December 2024 is c. €508m, representing approximately 36% of the Group’s total assets. The carrying amount of goodwill attributed to each group of Cash Generating Units (“CGUs”) is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. As set out in note 11, the group completed an internal reorganisation in the year which resulted in a reallocation of goodwill between groups of CGUs within the Uniphar Pharma segment using a relative fair value approach. As set out in note 11 management concluded there were no impairments in the year. We determined this to be a key audit matter due to the level of judgement required by management in determining the recoverable amount of goodwill, and the assumptions used in the calculation of its value‑in‑use. Key assumptions used to develop the estimation of value-in-use at 31 December 2024 include the growth rates for revenue and cost inflation included in the cashflow forecasts, long term growth rates and the discount rates. We considered management’s impairment model for each group of CGUs and evaluated the methodology used and the key assumptions therein. We also tested the mathematical accuracy of the impairment models. We agreed the estimated future cash flows, which includes the budget for 2025 to 2026 and management forecasts for 2027 to 2029, to Board approved plans. We assessed the reasonableness of the growth rates for revenue and cost inflation included in the cash flow forecasts by reference to historical performance and current market conditions. We evaluated the discount rates and long-term growth rates used by management, with the assistance of PwC valuation experts. We evaluated the sensitivity analysis performed by management and also performed additional sensitivity analysis using alternative reasonably possible assumptions used in estimating the value-in-use. We assessed the consistency of the reallocation of goodwill between groups of CGUs within the Uniphar Pharma segment with the changes in management reporting within the Uniphar Pharma segment. In addition to the consideration of the assumptions used in the estimation of the relative fair value calculations as part of the overall impairment testing as described above, we also tested the mathematical accuracy of the relative fair value calculation used to reallocate goodwill between groups of CGUs within the Uniphar Pharma segment. Based on the results of our procedures we were satisfied that no impairment charge was required. We also assessed the appropriateness of the disclosures in note 11 regarding the impairment assessment of goodwill. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. The Group is structured along three operating segments being Uniphar Supply Chain & Retail, Uniphar Pharma and Uniphar Medtech. Each operating segment comprises a number of reporting components. The group has 75 reporting components across the three operating segments. In establishing the overall approach to the Group audit, we identified seven reporting components which in our view required an audit of their complete financial information due to their size and financial significance to the Group or risk factors. In addition, specified audit procedures on selected account balances, classes of transactions or disclosures were performed at 10 other reporting components within the Group. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 114 Overview Strategic Review Governance Financial Statements The Group engagement team performed the audit of certain FSLIs managed centrally by the Group. These procedures included, amongst others, procedures over IT systems, deferred contingent consideration, leases, the consolidation process and areas of judgement including the key audit matter noted above. Our audit work accounted for in excess of 75% of Revenues, in excess of 70% of Profit before tax before exceptional items, and in excess of 75% of Total assets of the Group. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed at the components by us, as the Group engagement team, and by PwC Netherlands, as the Component auditor, under our instruction. The Group engagement team was responsible for the scope and direction of the audit. In respect of the work performed by the component auditor, we determined the level of involvement the Group engagement team needed to have to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the financial statements as a whole. In the current year, the Group engagement team visited a component in the Netherlands. In addition to site visits, senior members of the Group engagement team used video conferencing to facilitate our oversight of the component auditor’s work and had video meetings and discussions with the component management and audit team. The Group engagement team interacted regularly with the component team during all stages of the audit. The meetings with our component team confirmed their audit approach and involved discussing and understanding the significant audit risk areas, obtaining updates on local laws and regulations and other relevant matters. In addition, we received a detailed memorandum of examination on work performed and relevant findings in addition to an audit report that supplemented our understanding of the component. The Group engagement team also reviewed certain audit working papers in the component audit file. Post audit conference calls were also held with the component auditor to discuss their audit findings. This together with audit procedures performed by the Group engagement team gave us the comfort we required in respect of our audit of the financial statements as a whole. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group financial statements Company financial statements Overall materiality €3.1 million (2023: €2.6 million). €3.2 million (2023: €2.7 million). How we determined it c. 5% of profit before tax, before exceptional items. c. 1% of net assets. Rationale for benchmark applied The Group is profit-oriented and profit before tax, before exceptional items is one of the key metrics used by shareholders in reviewing performance of the Group. We consider this to be the most appropriate relevant performance metric for the shareholders of the Group. We consider net assets to be the appropriate benchmark given the Company is a holding Company with its main activity being the management of investments in subsidiaries. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to €2.3 million (Group audit) and €2.4 million (Company audit). INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 115 Uniphar Plc Annual Report 2024 In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €0.1 million (Group audit) (2023: €0.1 million) and €0.1 million (Company audit) (2023: €0.1 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting included: » Obtaining management’s going concern assessment and evaluating the budgets and forecasts for the going concern assessment period (being the period of twelve months from the date on which the financial statements are authorised for issue) and challenging the key assumptions. In evaluating these forecasts we considered the Group’s historic performance, current market conditions and the Board approved future capital expenditure; » Testing the mathematical integrity of the budgets and forecasts and the models and reconciling these to Board approved budgets; » Considering whether the assumptions underlying the budgets and forecasts were consistent with related assumptions used in testing for goodwill impairment; and » Considering the Group’s available financing facilities and maturity profile of the Group’s debt to assess liquidity through the going concern assessment period. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern for a period of at least twelve months from the date on which the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s or the Company’s ability to continue as a going concern. In relation to the Company’s voluntary reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 116 Overview Strategic Review Governance Financial Statements INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) With respect to the Directors’ Report, we also considered whether the disclosures required by the Companies Act 2014 (excluding the information included in the “Non Financial Statement” as defined by that Act on which we are not required to report) have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (Ireland) and the Companies Act 2014 require us to also report certain opinions and matters as described below. » In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors’ Report (excluding the information included in the “Non Financial Statement” on which we are not required to report) for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with the applicable legal requirements. » Based on our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Directors’ Report (excluding the information included in the “Non Financial Statement” on which we are not required to report). Corporate Governance Statement As a result of the directors’ voluntary reporting we are required by ISAs (Ireland) to review the directors’ statements in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code (the “Code”) specified for our review. Our additional responsibilities with respect to the Corporate Governance Statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit and we have nothing material to add or draw attention to in relation to: » The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; » The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; » The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; » The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period is appropriate; and » The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Our review of the directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: » The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy; » The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and » The section of the Annual Report describing the work of the Audit Committee. 117 Uniphar Plc Annual Report 2024 We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities set out on pages 103 and 104, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identified that the principal risks of non- compliance with laws and regulations related to applicable healthcare regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2014 and taxation legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias in relation to judgements and assumptions in significant accounting estimates and accounting for one-off or unusual transactions. Audit procedures performed by the engagement team included: » Discussions with the Audit Risk & Compliance Committee, the Company Secretary, members of the Quality team, other senior members of management and internal audit, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; » Inspection of meeting minutes of the Board and the Audit Risk & Compliance Committee; » Consideration of legal expense accounts to identify significant legal spend that may be indicative of non‑compliance with laws and regulations arising from irregularities, including fraud; » Identifying and testing journal entries, including non standard revenue entries based on our risk assessment; » Challenging assumptions and judgements made by management in determining significant accounting estimates (because of the risk of management bias), and accounting for one-off transactions, in particular in relation to the key audit matters noted above; and » Incorporating elements of unpredictability into the audit procedures performed. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 118 Overview Strategic Review Governance Financial Statements Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the IAASA website at: https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f- a98202dc9c3a/Description_of_auditors_ responsibilities_for_audit.pdf This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2014 opinions on other matters » We have obtained all the information and explanations which we consider necessary for the purposes of our audit. » In our opinion the accounting records of the Company were sufficient to permit the Company financial statements to be readily and properly audited. » The Company Balance Sheet is in agreement with the accounting records. Other exception reporting Directors’ remuneration and transactions Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this responsibility. Prior financial year Non-Financial Statement We are required to report if the Company has not provided the information required by Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 in respect of the prior financial year. We have nothing to report arising from this responsibility. Damian Byrne for and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm  Dublin 24 February 2025 » The maintenance and integrity of the Uniphar plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. » Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UNIPHAR PLC (CONTINUED) 119 Uniphar Plc Annual Report 2024 GROUP INCOME STATEMENT Year Ended 31 December 2024 Notes 2024 Pre- exceptional €’000 2024 Exceptional (Note 4) €’000 2024 Total €’000 2023 Pre- exceptional €’000 2023 Exceptional (Note 4) €’000 2023 Total €’000 Revenue 2 2,770,429 – 2,770,429 2,553,062 – 2,553,062 Cost of sales (2,342,825) – (2,342,825) (2,163,078) – (2,163,078) Gross profit 427,604 – 427,604 389,984 – 389,984 Selling and distribution costs (82,018) – (82,018) (76,976) – (76,976) Administrative expenses (260,936) (5,556) (266,492) (235,648) (8,865) (244,513) Other operating income/(expense) 3 500 2,395 2,895 395 (1,182) (787) Operating profit 85,150 (3,161) 81,989 77,755 (10,047) 67,708 Finance cost 7 (25,917) 17,625 (8,292) (25,024) 9,624 (15,400) Finance income 7 1,897 – 1,897 590 – 590 Profit before tax 61,130 14,464 75,594 53,321 (423) 52,898 Income tax expense 8 (11,239) (119) (11,358) (8,834) 1,084 (7,750) Profit for the financial year 49,891 14,345 64,236 44,487 661 45,148 Attributable to: Owners of the parent 64,203 44,815 Non-controlling interests 27 33 333 Profit for the financial year 64,236 45,148 Attributable to: Continuing operations 64,236 45,148 Profit for the financial year 64,236 45,148 Earnings per ordinary share (in cent): Continuing operations 23.5 16.4 Basic and diluted earnings per share (in cent) 9 23.5 16.4 120 Overview Strategic Review Governance Financial Statements GROUP STATEMENT OF COMPREHENSIVE INCOME Year Ended 31 December 2024 Notes 2024 €’000 2023 €’000 Profit for the financial year 64,236 45,148 Other comprehensive income/(expense) Items that may be reclassified to the Income Statement: Unrealised foreign currency translation adjustments 6,380 697 Cumulative exchange difference on translation recycled on disposal (223) – Total comprehensive income for the financial year 70,393 45,845 Attributable to: Owners of the parent 70,360 45,512 Non-controlling interests 27 33 333 Total comprehensive income for the financial year 70,393 45,845 Attributable to: Continuing operations 70,393 45,845 Total comprehensive income for the financial year 70,393 45,845 121 Uniphar Plc Annual Report 2024 GROUP BALANCE SHEET As at 31 December 2024 Notes 2024 €’000 2023 €’000 ASSETS Non-current assets Intangible assets – goodwill 11 507,607 517,087 Intangible assets – other assets 11 59,696 44,565 Property, plant and equipment, and right-of-use assets 12 284,796 206,700 Financial assets – investments in equity instruments 13 25 25 Deferred tax asset 14 8,718 11,792 Other receivables 16 1,244 1,458 Total non-current assets 862,086 781,627 Current assets Inventory 15 201,582 184,549 Trade and other receivables 16 248,882 237,560 Cash and cash equivalents 17 102,992 85,652 Restricted cash 17 294 173 Total current assets 553,750 507,934 Total assets 1,415,836 1,289,561 EQUITY Capital and reserves Called up share capital presented as equity 23 21,841 21,841 Share premium 24 176,501 176,501 Share-based payment reserve 28 5,936 3,542 Other reserves 25 8,862 2,705 Retained earnings 26 188,615 128,213 Attributable to owners 401,755 332,802 Attributable to non-controlling interests 27 126 818 Total equity 401,881 333,620 LIABILITIES Non-current liabilities Borrowings 18 241,646 222,604 Deferred contingent consideration 19 7,157 31,538 Provisions 20 1,827 1,752 Lease obligations 21 132,612 126,083 Total non-current liabilities 383,242 381,977 Current liabilities Borrowings 18 9,316 13,168 Deferred contingent consideration 19 32,025 43,523 Lease obligations 21 22,580 20,134 Trade and other payables 22 562,969 490,283 Corporation tax 3,823 6,856 Total current liabilities 630,713 573,964 Total liabilities 1,013,955 955,941 Total equity and liabilities 1,415,836 1,289,561 On behalf of the Board: M. Pratt G. Rabbette 122 Overview Strategic Review Governance Financial Statements COMPANY BALANCE SHEET As at 31 December 2024 Notes 2024 €’000 2023 €’000 ASSETS Non-current assets Intangible assets 11 2,411 2,658 Property, plant and equipment, and right-of-use assets 12 13,300 34,711 Financial assets – investments in subsidiaries 13 336,716 336,052 Financial assets – investments in equity instruments 13 25 25 Deferred tax asset 14 2,436 2,478 Other receivables 16 257 406 Total non-current assets 355,145 376,330 Current assets Trade and other receivables 16 2,981 4,737 Amounts due from subsidiaries 16 367,874 255,136 Cash and cash equivalents 17 5,285 9,135 Total current assets 376,140 269,008 Total assets 731,285 645,338 EQUITY Capital and reserves Called up share capital presented as equity 23 21,841 21,841 Share premium 24 176,501 176,501 Share-based payment reserve 28 5,936 3,542 Other reserves 25 60 60 Retained earnings 26 119,404 66,614 Total equity 323,742 268,558 LIABILITIES Non-current liabilities Borrowings 18 220,896 186,854 Lease obligations 21 12,475 34,706 Total non-current liabilities 233,371 221,560 Current liabilities Deferred contingent consideration 19 – 6 Lease obligations 21 2,273 3,565 Amounts owed to subsidiaries 22 153,943 136,793 Trade and other payables 22 17,956 14,856 Total current liabilities 174,172 155,220 Total liabilities 407,543 376,780 Total equity and liabilities 731,285 645,338 The profit recorded in the financial statements of the Company for the year ended 31 December 2024 was €57,316,000 (2023: €4,978,000). As permitted by Section 304 of the Companies Act 2014, the Income Statement of the Company has not been separately presented in the financial statements. On behalf of the Board: M. Pratt G. Rabbette 123 Uniphar Plc Annual Report 2024 GROUP STATEMENT OF CHANGES IN EQUITY Year Ended 31 December 2024 Other Reserves Share capital Share premium Share- based payment reserve Foreign currency translation reserve Revaluation reserve Capital redemption reserve Retained earnings Attributable to non- controlling interests Total shareholders’ equity Notes €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 At 1 January 2023 21,841 176,501 718 1,248 700 60 88,476 239 289,783 Profit for the financial year – – – – – – 44,815 333 45,148 Other comprehensive income: Movement in foreign currency translation reserve – – – 697 – – – – 697 Transactions recognised directly in equity: Movement in share-based payment reserve 28 – – 2,824 – – – – – 2,824 Purchase of non-controlling interest 27 (246) 246 – Dividends paid – – – – – – (4,832) – (4,832) At 31 December 2023 21,841 176,501 3,542 1,945 700 60 128,213 818 333,620 At 1 January 2024 21,841 176,501 3,542 1,945 700 60 128,213 818 333,620 Profit for the financial year – – – – – – 64,203 33 64,236 Other comprehensive income: Movement in foreign currency translation reserve – – – 6,157 – – – – 6,157 Transactions recognised directly in equity: Movement in share-based payment reserve 28 – – 2,944 – – – – – 2,944 Transfer on exercise, vesting or lapse of share‑based payments – – (550) – – – 550 – – Purchase of non-controlling interest 27 – – – – – – 725 (725) – Dividends paid – – – – – – (5,076) – (5,076) At 31 December 2024 21,841 176,501 5,936 8,102 700 60 188,615 126 401,881 124 Overview Strategic Review Governance Financial Statements COMPANY STATEMENT OF CHANGES IN EQUITY Year Ended 31 December 2024 Other Reserves Share capital Share premium Share- based payment reserve Capital redemption reserve Retained earnings Total shareholders’ equity Notes €’000 €’000 €’000 €’000 €’000 €’000 At 1 January 2023 21,841 176,501 718 60 66,468 265,588 Profit for the financial year – – – – 4,978 4,978 Transactions recognised directly in equity: Movement in share-based payment reserve 28 – – 2,824 – – 2,824 Dividends paid – – – – (4,832) (4,832) At 31 December 2023 21,841 176,501 3,542 60 66,614 268,558 At 1 January 2024 21,841 176,501 3,542 60 66,614 268,558 Profit for the financial year – – – – 57,316 57,316 Transactions recognised directly in equity: Movement in share-based payment reserve 28 – – 2,944 – – 2,944 Transfer on exercise, vesting or lapse of share-based payments – – (550) – 550 – Dividends paid – – – – (5,076) (5,076) At 31 December 2024 21,841 176,501 5,936 60 119,404 323,742 125 Uniphar Plc Annual Report 2024 GROUP CASH FLOW STATEMENT Year Ended 31 December 2024 Notes 2024 €’000 2023 €’000 Operating activities Cash inflow from operating activities 29 162,816 82,149 Interest paid (22,080) (16,186) Interest received 1,897 590 Interest paid on lease liabilities 21 (7,235) (4,884) Corporation tax payments (11,130) (9,158) Net cash inflow from operating activities 124,268 52,511 Investing activities Payments to acquire property, plant and equipment – Maintenance (10,911) (7,192) Payments to acquire property, plant and equipment – Strategic projects (68,643) (14,066) (Payments)/Receipts from disposal of property, plant and equipment (net of disposal expenses) (180) 991 Receipts from disposal of businesses (net of cash disposed and disposal expenses) 21,934 718 Payments to acquire intangible assets – Maintenance (6,172) (3,771) Payments to acquire intangible assets – Strategic projects (16,182) (6,925) Receipts from disposal of assets held for sale – 1,600 Payments to acquire subsidiary undertakings (net of cash acquired) – (29,809) Repayment of debt acquired on acquisition of subsidiary undertakings – (22,664) Payments on prior year acquisitions (254) (842) Payment of deferred and deferred contingent consideration (16,071) (8,568) Receipt of deferred consideration receivable – 100 Net cash outflow from investing activities (96,479) (90,428) Financing activities Proceeds from borrowings 50,050 35,750 Repayments of borrowings (33,671) (1,600) (Decrease)/increase in invoice discounting facilities (3,852) 7,278 Movement in restricted cash 30 (121) (173) Payment of dividends (5,076) (4,832) Acquisition of further equity in subsidiaries (483) (189) Principal element of lease payments 21 (18,335) (16,604) Net cash (outflow)/inflow from financing activities (11,488) 19,630 Increase/(decrease) in cash and cash equivalents in the year 30 16,301 (18,287) Foreign currency translation on cash and cash equivalents 1,039 235 Opening balance cash and cash equivalents 17 85,652 103,704 Closing balance cash and cash equivalents 17 102,992 85,652 126 Overview Strategic Review Governance Financial Statements COMPANY CASH FLOW STATEMENT Year Ended 31 December 2024 Notes 2024 €’000 2023 €’000 Operating activities Cash (outflow)/inflow from operating activities 29 (13,690) 25,227 Interest paid (13,743) (9,632) Interest received 530 189 Interest paid on lease liabilities 21 (1,142) (1,205) Corporation tax receipts inclusive of loss relief utilised 790 642 Net cash (outflow)/inflow from operating activities (27,255) 15,221 Investing activities Payments to acquire property, plant and equipment – Maintenance – (16) Payments to dispose of property, plant and equipment (net of disposal expenses) (130) – Payments to acquire intangible assets – Maintenance (552) (1,012) Receipt of deferred consideration receivable – 100 Net cash outflow from investing activities (682) (928) Financing activities Proceeds from borrowings 50,050 – Repayments of borrowings (18,671) – Payment of dividends (5,076) (4,832) Principal element of lease payments 21 (2,205) (2,898) Acquisition of further equity in subsidiaries (11) (189) Net cash inflow/(outflow) from financing activities 24,087 (7,919) (Decrease)/increase in cash and cash equivalents in the year 30 (3,850) 6,374 Opening balance cash and cash equivalents 17 9,135 2,761 Closing balance cash and cash equivalents 17 5,285 9,135 127 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES Basis of preparation In accordance with the AIM and Euronext Growth Rules the consolidated financial statements of Uniphar plc and its subsidiaries (the ‘Group’) have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS, as adopted by the EU and as applied in accordance with the Companies Act 2014. Uniphar plc is incorporated in the Republic of Ireland under registration number 224324 with a registered office at 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K. The parent Company’s financial statements are prepared using accounting policies that are consistent with the accounting policies applied to the consolidated financial statements by the Group. The accounting policies are set out below and they have also been applied consistently by all of the Group’s subsidiaries and joint ventures to all years presented in these financial statements. The financial statements include the information that is described as being an integral part of the audited financial statements referred to in the Remuneration Committee Report. Going concern The Directors have made appropriate enquiries and carried out a thorough review of the Group’s forecasts, projections and available banking facilities taking account of committed outflows including contingent consideration and committed capital expenditure. Consideration was also given to possible changes in trading performance and potential business risks. The forecasts indicate significant liquidity headroom will be maintained above the Group’s borrowing facilities and applicable financial covenants will be met throughout the forecast period. The Group has a robust capital structure with strong liquidity, supported into the future by the banking facility, with a remaining term extending to August 2027 with an option to extend by one year and a further option to extend by an additional year up to August 2029. At 31 December 2024, the headroom on the undrawn portion of the borrowing facilities (both committed and uncommitted facilities) was €308.4m (2023: €327.4m). Having regard to the factors outlined above the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of 12 months from the date of approval of these financial statements. As a result, the Directors consider that it is appropriate to continue to adopt the going concern basis, in preparing the financial statements. Basis of consolidation The Group’s financial statements are prepared for the year ended 31 December 2024. The annual financial statements incorporate the Company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the Group has control over the subsidiary undertaking. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The results of all Group undertakings are prepared to the Group’s financial year end. The principal subsidiaries of the Group are listed in Note 37. The attributable results of acquisitions are included in the financial statements from the date of acquisition. The results of any subsidiary undertakings disposed of are included in the Group consolidated Income Statement and Group Cash Flow Statement up to the date control ceases. Intergroup transactions are eliminated on consolidation in the preparation of the Group’s financial statements. 128 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) New Standards, Amendments and Interpretations The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024: » Amendments to IAS 1 – Classification of Liabilities as Current or Non-current liabilities with covenants; » Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements; » Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback. The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. New standards and interpretations not yet adopted The following accounting standards and interpretations have been published but are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group: » Amendments to IAS 21 to clarify the accounting when there is a lack of exchangeability; » Amendments to IFRS 9 and IFRS 7 – Amendments to the classification and measurement of Financial Instruments; » IFRS 8 – Presentation and Disclosure in Financial Statements; » IFRS 19 – Subsidiaries without Public Accountability: Disclosures. These standards are not expected to have a material impact in the current or future reporting periods or on foreseeable future transactions. Historical cost convention The financial statements have been prepared on a historical cost basis, except for the following: » Investments in equity, financial assets and liabilities, certain classes of property, plant and equipment – measured at fair value. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses, during the reporting period. Actual results could differ from those estimates. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant in relation to the consolidated financial statements are set out in Note 1. 129 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) Foreign currency translation (i) Functional currency and presentational 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 functional currency of the parent company is Euro (€). The consolidated financial statements and parent company financial statements are presented in Euro (€). (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in the Income Statement. Foreign exchange gains and losses are presented in the Income Statement on a net basis within administrative expenses. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through the Income Statement are recognised in the Income Statement as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as investments in equity instruments are recognised in Other Comprehensive Income (‘OCI’). (iii) Foreign currency translation The results of each of the Group’s entities with non-Euro functional currencies are translated into Euro at average exchange rates for the year when they are a reasonable approximation of the cumulative effect of the rates on transaction dates and the related Balance Sheets are translated at the closing rate. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. All resulting exchange differences are recognised in Other Comprehensive Income and taken to a separate reserve within equity. When a foreign entity is disposed of outside the Group, such exchange differences are recognised in the Income Statement as part of the gain or loss on disposal. (iv) Net investment hedge Net investment hedges are foreign currency borrowings used to finance or provide a hedge against Group equity investments in non-Euro denominated operations, to the extent that they are neither planned nor expected to be repaid in the foreseeable future or are expected to provide an effective hedge of the net investment. When the hedge is deemed to be effective, foreign exchange differences are taken directly to the foreign currency translation reserve. The ineffective portion of any gain or loss on the hedging instrument is recognised immediately in the Income Statement. Cumulative gains and losses remain in equity until disposal of the net investment in the foreign operation at which point the related differences are transferred to the Income Statement, as part of the overall gain or loss on sale. Intangible assets (i) Goodwill Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. 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. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes. When a reorganisation occurs that materially changes the reporting structure such that the composition of CGUs changes, goodwill is reallocated using a relative fair value approach unless an alternative method of allocation is more appropriate. 130 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) (ii) Computer software Computer software, including computer software that is not an integrated part of an item of computer hardware and cloud computing arrangements, is stated at cost less any accumulated amortisation and any accumulated impairment losses. Cost comprises purchase price and any other directly attributable costs. Computer software is recognised if it meets the following criteria: » An asset can be separately identified » It is probable that the asset created will generate future economic benefits » The development cost of the asset can be measured reliably » It is probable that the expected future economic benefits that are attributable to the asset will flow to the entity » The cost of the asset can be measured reliably. Costs relating to the development of computer software for internal use are capitalised, once the recognition criteria outlined above are met. Computer software is amortised using the straight-line method over its expected useful lives of between three and ten years to the Income Statement from the date the assets are ready for use. (iii) Trademarks and licences Trademarks and licences are shown at historical cost. Trademarks and licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences over their estimated useful lives of five years. (iv) Intangible Assets – Acquired Intangible assets that are acquired by the Group in a business combination are stated at cost less accumulated amortisation and impairment losses, when separable or arising from contractual or other legal rights and when they can be measured reliably. Intangible assets are amortised using the straight-line method. The Brand names are amortised over the expected useful life of ten years, the Technology assets are amortised over the expected useful life of five years and the Customer relationships are amortised over five years. Amortisation periods, useful lives, expected patterns of consumption and residual values are reviewed at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method as appropriate on a prospective basis. Impairment of assets Goodwill has an indefinite useful life, is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised 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 of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Goodwill impairment testing is performed for groups of cash generating units that are expected to benefit from the synergies of a business combination. Non-financial assets other than goodwill that suffered an impairment previously are reviewed for possible reversal of the impairment at the end of each reporting period. 131 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) Property, plant and equipment Property, plant and equipment are stated at cost or deemed cost, as appropriate, less accumulated depreciation. Freehold property in Ireland was revalued to fair value and measured on the basis of deemed cost on the date of transition to IFRS being the revalued amount at the date of that revaluation less accumulated depreciation. Depreciation is calculated in order to write off the cost of property, plant and equipment, other than land and assets under construction, over their estimated useful lives on a straight-line basis. The estimated useful lives of property, plant and equipment by reference to which depreciation has been calculated are as follows: Freehold buildings 50 years Leasehold improvements 10 years Plant and equipment 3 – 10 years Fixtures and fittings 10 years Computer equipment 3 – 5 years Motor vehicles 5 years Instruments 3 years Land is not being depreciated. Right-of-use assets Property, plant and equipment and intangible assets recognised as a right-of-use asset in accordance with IFRS 16 are depreciated over the right-of-use asset’s useful life on a straight-line basis. The average useful life of each of the right-of-use asset classes are as follows: Leasehold buildings 15 years Plant and equipment 3 years Motor vehicles 3 years Assets held for sale Non-current assets that are expected to be recovered principally through sale, rather than continuing use, and meet the IFRS 5 criteria are classified as held for sale. These assets are shown in the Balance Sheet at the lower of their carrying amount and fair value less any costs to sell. Impairment losses on initial classification as non-current assets held for sale and subsequent gains or losses on re-measurement are recognised in the Income Statement. Borrowing costs Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised as part of the cost of that asset for the period of time that is necessary to complete and prepare the asset for its intended use. All other borrowing costs are recognised as an expense in the Income Statement in the period in which they are incurred. Financial assets – Investments in subsidiaries Investments in subsidiaries are stated at cost less any accumulated impairment and are reviewed for impairment if there are indications that the carrying amount may not be recoverable. They are assessed for impairment annually, as part of the Group’s overall impairment assessment. 132 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) Investments and other financial assets and liabilities (i) Classification The Group classifies its financial assets in the following measurement categories: » Those to be measured subsequently at fair value (either through OCI or through profit or loss); » Those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (ii) Recognition and derecognition Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. (iii) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through the profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through the profit or loss are expensed in the Income Statement. Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: » Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in the Income Statement and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the Income Statement; » Fair value through Other Comprehensive Income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in the Group Income Statement. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to the Group Income Statement; and » Fair value through profit or loss (FVPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in the Group Income Statement in the period in which it arises. Loans and receivables Loans and receivables are subsequently carried at amortised cost using the effective interest method. Financial guarantee contracts Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of: » the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments; and » the amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15 Revenue from Contracts with Customers. The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations. Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values are accounted for as contributions and recognised as part of the cost of the investment. 133 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) Equity instruments Investments in equity instruments are subsequently carried at fair value through OCI. Gains or losses arising from changes, due to both translation differences and other changes, in the fair value are recognised in OCI. Details on how the fair value of financial instruments is determined are disclosed in Note 32. (iv) Impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. (v) Income recognition Interest income Interest income is recognised in the Income Statement, as it accrues, using the effective interest method. Dividends Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment, as a consequence. Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Under the acquisition method, the assets, liabilities and contingent liabilities of an acquired business are initially recognised at their fair value at the date of acquisition. The Group measures goodwill at the acquisition date as: » The fair value of the consideration transferred; plus » The recognised amount of any non-controlling interests in the acquiree; plus » If the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less » The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in the Income Statement. The cost of a business combination is measured as the aggregate of the fair values of any assets transferred, liabilities incurred or assumed, and equity instruments issued in exchange for control. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in the Income Statement. The fair value attributable to any non-controlling interest arising on an acquisition is calculated based on the non-controlling interest share of the identifiable net assets at the date of acquisition. When less than 100% of the issued share capital of a subsidiary is acquired and the acquisition includes an option to purchase the remaining share capital of the subsidiary, the terms of the option contract are analysed to assess whether they provide the Group or the non-controlling interest with access to the risks and rewards associated with the actual ownership of the shares. The non-controlling interest is recognised if risks and rewards associated with ownership have been retained by the non-controlling interest. The non‑controlling interest is not recognised if the risks and rewards associated with ownership have transferred to the Group, the transaction is accounted for as if the Group had acquired the non-controlling interests at the date of entering into the option (‘the anticipated acquisition method’). In both scenarios, a liability is recognised within deferred contingent consideration equal to the fair value of the option and this is revised to fair value at each reporting date with differences being recorded in the Income Statement. 134 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) Where a business combination agreement provides for an adjustment to the cost of the combination, which is contingent on future events, the deferred contingent consideration payable is measured at fair value at the acquisition date. If the deferred contingent consideration is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the deferred contingent consideration are recognised in the Income Statement. When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement awards relate to past and/or future service. When the initial accounting for a business combination is determined provisionally, any adjustments to the provisional values allocated to the identifiable assets and liabilities are made within twelve months of the acquisition date. Transaction costs, other than those associated with the issue of debt or equity securities that the Group incurs in connection with completed business combinations, are expensed as incurred. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Income Statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled, or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the Income Statement as other income or finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Cash and cash equivalents For the purpose of presentation in the Cash Flow Statement, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Share capital Ordinary shares are classified as equity. Proceeds from the issue of ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised directly in retained earnings within equity, net of any tax effects. Leases The Group leases various properties, plant and equipment and motor vehicles. Rental contracts are typically made for fixed periods of one to thirty years but may have extension options as described below. 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, but leased assets may not be used as security for borrowing purposes. 135 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) Leases are recognised in accordance with IFRS 16 as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the Income Statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the right-of-use assets useful life on a straight-line basis. Assets 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 » Amounts expected to be payable by the lessee under residual value guarantees » The exercise price of a purchase option if the lessee is reasonably certain to exercise that option » Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined; or the Group’s incremental borrowing rate which is calculated using a portfolio approach, based on the nature of the lease. The discount rate range per lease asset class is: » Buildings – 3.0% to 7.0% » Plant and equipment – 4.0% to 8.0% » Motor vehicles – 5.0% to 9.0% Right-of-use assets are measured at cost comprising the following: » The amount of the initial measurement of lease liability » Any lease payments made at or before the commencement date less any lease incentives received » Any initial direct costs » Any restoration costs. Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Payments associated with leases of low-value assets are recognised on a straight-line basis as an expense in the Income Statement. Low-value assets comprise of computer equipment, small items of office furniture, and in-store equipment in our retail pharmacies. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Provision is made using the expected credit loss model, which uses a lifetime expected loss allowance for all trade receivables. Inventory Inventories are stated at the lower of cost and net realisable value. Cost is based on the moving average cost method (and first in first out principle where appropriate). Moving average is a costing method used under a perpetual inventory system whereby, after each purchase, average unit cost is recomputed by adding the cost of purchased units to the cost of units in inventory and dividing by the new total number of units. The first in, first out principle includes all expenditure which has been incurred in the normal course of business in bringing the products to their present location and condition. Net realisable value comprises selling price net of trade but before settlement discounts, less all costs to be incurred in marketing, selling and distribution. Trade and other payables Trade and other payables are initially recorded at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost using the effective interest rate method. Liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires. 136 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) Earnings per share Basic earnings per share are calculated based on the profit/loss for the year attributable to owners of the Company and the basic weighted average number of shares outstanding. Diluted earnings per share are calculated based on the profit/loss for the year attributable to owners of the Company and the diluted weighted average number of shares and potential shares outstanding. Shares are only treated as dilutive if their dilution results in a decreased earnings per share or increased loss per share. Dilutive effects arise from share-based payments that are settled in shares. Conditional share awards to employees have a dilutive effect when the average share price during the period exceeds the exercise price of the awards and the market or non-market conditions of the awards are met, as if the current period end were the end of the vesting period. When calculating the dilutive effect, the exercise price is adjusted by the value of future services that have yet to be received related to the awards. Dividends Dividends on ordinary shares are recognised as a liability in the financial statements only after they have been approved at the Annual General Meeting of the Company. Employee benefits Share-based payments The grant-date fair value of equity-settled share-based payment arrangements granted to employees is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The value of the awards at the vesting date is transferred from the share- based payment reserve to retained earnings. The fair value of the amount payable to employees in respect of cash long-term incentive plan (LTIP) awards, which are settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the cash LTIP awards. Any changes in the liability are recognised in the Income Statement. Certain Directors and employees may acquire shares in the Company under LTIP’s. The Company accounts for the proceeds of these share issues as and when payment of the nominal value of the share is called. Post-employment obligations The defined contribution pension charge to operating profit comprises the contribution payable to the scheme for the year. Revenue Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the Group and value-added tax. The Group bases its estimate of returns, discounts, and rebates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. The Group recognises revenue in the amount of the price expected to be received for goods and services supplied at a point in time or over time, as contractual performance obligations are fulfilled, and control of goods and services passes to the customer. 137 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) In certain of the Group’s contracts where another party is involved in providing goods or services to its customer, the Group determines whether it is a principal or an agent in these transactions by evaluating the nature of its promise to the customer. The Group is a principal and records revenue on a gross basis if it controls the promised goods or services before transferring them to the customer and considering the rights and responsibilities regarding inventory and credit risk. In circumstances where the Group’s role is only to arrange for another entity to provide the goods or services, then the Group is an agent and revenue is recognised at the net amount that it retains for its agency services. The Group has concluded that it is the principal in its revenue arrangements, except for certain agreements in Uniphar Pharma where the Group’s role is only to arrange for another entity to provide the goods or services. Revenue billed in advance of achieving the Group’s revenue recognition criteria is presented in deferred income. An analysis of the revenue recognition principles applied in each of the Group’s operating segments is provided below: Uniphar Medtech Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities after deduction of trade discounts and value-added tax. Sales of goods are recognised on despatch to the customer, and there is no unfulfilled performance obligation that could affect the customer’s acceptance of the product. Despatch occurs when the goods have been shipped to the location specified by the customer, the risks of obsolescence or loss have been transferred to the customer, the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied. Where sales are on a consignment basis, revenue is not recognised until a sale has been made to a third party. In some circumstances, goods are sold with volume rebates. Sales are measured at the prices specified in the sale contract, net of estimated volume rebates. Volume rebates are assessed based on anticipated annual purchases and historical experience. Revenue from service contracts is recognised in the financial year in which the services are rendered and when the outcome of the contract can be estimated reliably. Sales are normally made with credit terms of between 30 and 90 days. This element of financing is deemed immaterial and is disregarded in the measurement of revenue. Uniphar Pharma Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of value-added tax and trade discounts. Revenue arises from the sale of goods to wholesalers, retailers and hospitals. The Group bases its estimate of returns, discounts, and rebates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. The Group recognises revenue in the amount of the price expected to be received for goods supplied at a point in time as contractual performance obligations are fulfilled, and control of goods passes to the customer. Revenue arises from the provision of resourcing, outsourcing and consultancy services and the provision of patient solution services. Revenue from service contracts is recognised in the financial year in which the services are rendered and when the outcome of the contract can be estimated reliably. Service revenue arises on the provision of product development solutions and the delivery of Expanded Access Programs. Revenue from service contracts is recognised in the financial year in which the services are rendered and when the outcome of the contract can be estimated reliably. 138 Overview Strategic Review Governance Financial Statements ACCOUNTING POLICIES (CONTINUED) Uniphar Supply Chain & Retail Revenue is derived from the provision of goods and services falling within the Group’s ordinary activities after deduction of trade discounts and value-added tax. Revenue arises from the sale of goods to wholesalers, retailers, hospitals, veterinary clinics, the operation of retail pharmacies, and the provision of services to retail pharmacies. Sales of pharmaceutical and healthcare related products are recognised on delivery to the purchaser, hospital or retail pharmacy, when the purchaser has full discretion over the channel and price to sell the product and there is no unfulfilled obligation that could affect the purchaser’s acceptance of the product. Delivery occurs when the products have been shipped to the location specified by the purchaser, the risks of obsolescence or loss have been transferred to the purchaser, the purchaser has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied. Products sold to customers are often sold with volume rebates and also with the provision for the customer to return faulty goods. Sales are measured at the prices specified in the sale contract, net of estimated volume rebates and returns. Volume rebates are assessed based on anticipated annual purchases and historical experience. Sales are normally made with credit terms of between 0 and 90 days. This element of financing is deemed immaterial and is disregarded in the measurement of revenue. The Group operates retail shops for the sale of pharmacy and certain related products. Sales of products are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually by cash, credit or debit card and government reimbursement. Electronic card sales are recognised as cash once the funds are received into our bank account. Cost of sales Uniphar Medtech The cost of sales attributable to the supply of goods includes all costs of purchase of inventory and other costs incurred net of value-added tax in bringing inventories for resale to their present location and condition. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The cost of sales attributable to the supply of services includes all direct costs attributable to the provision of outsourcing and consultancy services net of value-added tax. The cost of service is recognised as an expense in the period in which the related revenue is recognised. Uniphar Pharma The cost of sales includes all direct costs attributable to the provision of services and cost of purchase of inventory for resale net of value-added tax. When a service is provided or inventory is sold, the cost of service or carrying amount of inventory is recognised as an expense in the period in which the related revenue is recognised. The cost of sales attributable to the supply of services includes all direct costs attributable to the provision of resourcing, outsourcing and consultancy services net of value-added tax. The cost of service is recognised as an expense in the period in which the related revenue is recognised. Uniphar Supply Chain & Retail The cost of sales includes all costs of purchase of inventory and other costs incurred net of value-added tax in bringing inventories for resale to their present location and condition. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. In addition to all direct costs attributable to the provision of services, the cost of service is recognised as an expense in the period in which the related revenue is recognised. 139 Uniphar Plc Annual Report 2024 ACCOUNTING POLICIES (CONTINUED) Income tax The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company, and the Company’s subsidiaries and associates, operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company and its subsidiaries are able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in the Income Statement, except to the extent that it relates to items recognised in OCI or directly in equity. In this case, the tax is also recognised in OCI or directly in equity, respectively. Exceptional items With respect to exceptional items, the Group has applied an Income Statement format which seeks to highlight significant items within Group results for the year. Such items may include restructuring costs, professional fees including directly attributable acquisition costs, acquisition integration costs, impairment of non-current assets, costs associated with strategic business transformations, profit and loss on disposal of assets and investments and movements in deferred contingent consideration. The Group exercises judgement in assessing the particular items which, by virtue of their scale and nature, should be disclosed in the Income Statement and related notes as exceptional items. 140 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS 1 Significant estimates and judgements The preparation of the Group consolidated financial statements requires management to make certain estimations, assumptions and judgements that affect the reported profits, assets and liabilities. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based or as a result of new information or more experience. Such changes are recognised in the period in which the estimate is revised. In particular, information about significant areas of estimation and judgement that have the most significant effect on the amounts recognised in the consolidated financial statements are described below and in the respective notes to the consolidated financial statements. The Group has considered the impact of climate change on the financial statements including impairment of goodwill and other non-current assets and the useful lives of assets and provisions. The Group also considers the impact of climate change in the preparation of the annual budget to ensure consistency with achieving the Group’s sustainability objectives. Impairment of goodwill and other non-current assets (Estimation) The Group tests annually whether goodwill has suffered any impairment. Determining whether goodwill is impaired requires comparison of the value in use for the relevant group of cash-generating units (CGUs) to the carrying value of that group of cash-generating units. The value in use calculation is based on an estimate of future cash flows expected to arise from the cash-generating units and these are discounted to net present value using an appropriate discount rate. In calculating value in use, management estimation is required in forecasting cash flows of cash-generating units, in determining terminal growth values and in calculating an appropriate discount rate. The goodwill impairment test is sensitive to these estimates. The Group has performed sensitivity analysis over the value in use calculation with respect to the key estimates. Management have performed detailed sensitivity analysis on each of the cash-generating units by applying sensitivities to each of the key assumptions. This analysis resulted in an excess in the recoverable amount over their carrying amount for all cash-generating units. Management believe that any reasonable change in any of the key assumptions would not cause the carrying value of goodwill to exceed the recoverable amount. Further information is detailed in the intangible assets Note 11. IFRS 16 ‘Leases’ (Judgement) IFRS 16 ‘Leases’ requires management judgement in the selection of the appropriate discount rates to be used in the discounting of the expected future payments to present value. The discount rate applied is the interest rate implicit in the lease, if that rate can be determined, or by using the Group’s incremental borrowing rate which is calculated using a portfolio approach, based on the nature of the lease. The discount rate range per lease asset class is: » Buildings – 3.0% to 7.0% » Plant and equipment – 4.0% to 8.0% » Motor vehicles – 5.0% to 9.0% Valuation of inventory (Estimation) The Group sells pharmaceutical, health and beauty products and medical devices. Pharmaceutical includes ethical medicines, over-the-counter (OTC), hospital, and veterinary products. As a result, it is necessary to consider the recoverability of the carrying amount of inventory at the end of each financial year. When calculating any inventory impairment, management applies judgement in considering the nature and condition of the inventories, current estimated selling prices, as well as applying assumptions around anticipated saleability of goods held for resale. See Note 15 for the carrying amount of the inventories and the provision recognised. Revenue recognition (Judgement) Management judgement is required in the assessment of whether the Group acts as a principal or an agent in transactions and accordingly whether revenue should be recorded on a gross or net basis. As part of this assessment, the Group exercises judgement in considering its responsibilities for fulfilling contracts, inventory risk, and establishing selling prices. 141 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 1 Significant estimates and judgements (continued) Income taxes (Estimation and Judgement) The Group is subject to income taxes in numerous jurisdictions and judgement is therefore required in determining the provision for income taxes. Provisions for taxes require judgement and estimation in interpreting tax legislation, current case law and the uncertain outcomes of tax audits and appeals. This includes judgements in the current year in respect of the application of Pillar Two. Where the final outcome of these matters differs from the amounts recognised, differences will impact the tax provisions once the outcome is known. In addition, the Group recognises deferred tax assets, mainly relating to unused tax losses, when it is probable that the assets will be recovered through future profitability and tax planning. The assessment of recoverability involves judgement. Further information is contained in Note 8, income tax expense. Deferred contingent consideration (Estimation) The amount recognised for deferred contingent consideration, arising on prior acquisitions, which is typically variable based on post-acquisition financial performance, is management’s best estimate of the expenditure to be incurred. Deferred contingent consideration is measured at each Balance Sheet date based on the best estimate of the expected settlement amount. Changes to the best estimate of the settlement amount may result from changes in the amount or timing of the outflows or changes in discount rates. The expected payment is determined in respect of each individual agreement taking into account the expected level of profitability of each acquisition. Deferred contingent consideration is recognised at fair value at the acquisition date and included in the cost of the business combination. Deferred contingent consideration arrangements are based on earn-out agreements providing for future payment if certain pre-defined performance targets are achieved. Management exercise judgement in determining the timing of potential payments and the classification between current liabilities and non-current liabilities. The fair value of deferred contingent consideration is estimated using an income-based approach, by estimating the expected payment based on the forecasted performance of the acquired business and discounting the expected future payment to present value using an appropriate discount rate. At 31 December 2024, the carrying value of deferred contingent consideration was €39.2m with a possible range of outcomes of between €nil and €45.6m depending on the future performance of the underlying businesses. In the event of the maximum earn-out being achieved, an additional provision of €6.4m would be required at 31 December 2024. The movement in deferred contingent consideration in the period is outlined in Note 19. Further details on measurement, sensitivities applied, and maturity profile are outlined in Note 32. Exceptional items (Judgement) The Group Income Statement separately identifies results before exceptional items. Exceptional items are those transactions that in our judgement need to be disclosed by virtue of their size, nature or incidence. The Group believes that this presentation provides additional analysis as it highlights certain one-off items and non-trading items. The determination of ‘significant’ as included in our definition uses qualitative and quantitative factors which remain consistent from period to period. Management uses judgement in assessing the particular items, which by virtue of their scale and nature, are disclosed in the Group Income Statement and related notes as exceptional items. Management considers the Group Income Statement presentation of exceptional items to be appropriate as it provides useful additional information and is consistent with the way that financial information is measured by management and presented to the Board. In that regard, management believes it to be consistent with paragraph 85 of IAS 1 “Presentation of financial statements” (IAS 1), which permits the inclusion of line items and subtotals that improve the understanding of performance. 142 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 2 Revenue and Operating Segments 2024 €’000 2023 €’000 Revenue 2,770,429 2,553,062 2024 2023 €’000 €’000 Uniphar Medtech 267,968 249,216 Uniphar Pharma 658,814 592,226 Uniphar Supply Chain & Retail 1,843,647 1,711,620 Total Revenue 2,770,429 2,553,062 Segmental information Segmental information is presented in respect of the Group’s geographical regions and operating segments. The operating segments are based on the Group’s management and internal reporting structures. Geographical analysis The Group operates in three principal geographical regions being the Republic of Ireland, the Netherlands and the UK. The Group also operates in several other European countries, the US and the Asia Pacific region which are not material for separate identification. The following is a geographical analysis presented in accordance with IFRS 8 ‘Operating Segments’ which requires disclosure of information about the country of domicile (Ireland) and countries with material revenue. 2024 €’000 2023 €’000 Ireland 2,108,815 1,952,604 UK 206,896 186,820 The Netherlands 206,266 205,905 Rest of the World (ROW) 248,452 207,733 2,770,429 2,553,062 Ireland €’000 UK €’000 Netherlands €’000 ROW €’000 Total €’000 At 31 December 2024 Intangible assets (excluding goodwill) 56,459 1,149 349 1,739 59,696 Property, plant and equipment, and right-of-use assets 255,015 3,936 12,461 13,384 284,796 Other receivables 1,244 – – – 1,244 Financial assets – Investment in equity instruments 25 – – – 25 Non-current assets (excluding goodwill and deferred tax asset) 312,743 5,085 12,810 15,123 345,761 Goodwill 507,607 Deferred tax asset 8,718 Non-current assets 862,086 143 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 2 Revenue and Operating Segments (continued) Ireland €’000 UK €’000 Netherlands €’000 ROW €’000 Total €’000 At 31 December 2023 Intangible assets (excluding goodwill) 40,621 1,365 195 2,384 44,565 Property, plant and equipment, and right-of-use assets 182,200 5,071 5,501 13,928 206,700 Other receivables 1,458 – – – 1,458 Financial assets – Investment in equity instruments 25 – – – 25 Non-current assets (excluding goodwill and deferred tax asset) 224,304 6,436 5,696 16,312 252,748 Goodwill 517,087 Deferred tax asset 11,792 Non-current assets 781,627 Operating segments IFRS 8 “Operating Segments” requires the reporting information for operating segments to reflect the Group’s management structure and the way the financial information is regularly reviewed by the Group’s Chief Operating Decision Maker (CODM), which the Group has defined as the Board of Directors. The Group operates with three divisions: Uniphar Medtech, Uniphar Pharma and Uniphar Supply Chain & Retail. These divisions align to the Group’s operational and financial management structures: » Uniphar Medtech provides outsourced services, specifically sales, distribution and support services to medical device manufacturers. The business is headquartered in Ireland with a presence in 16 markets primarily across Europe in addition to a facility in the US to support clients seeking to access the North American market; » Uniphar Pharma operates a global business with high-value services across the life cycle of a pharmaceutical product. The business enables pharma and biotech companies to bring innovative medicines to global markets and provide healthcare professionals with access to medicines they cannot source through traditional channels. Our strategy is to build a leading platform to provide the specialist support and expertise needed to improve access to these medicines. The division operates through its On Demand and Pharma Services business units; and » Uniphar Supply Chain & Retail provides both pre-wholesale and wholesale distribution of pharmaceutical, healthcare and animal health products to pharmacies, hospitals and veterinary clinics in Ireland. Uniphar operates a network of pharmacies under the Life, Allcare, Hickey’s and McCauley brands. Additionally, through the extended Uniphar symbol group, the business provides services and supports that help independent community pharmacies to compete more effectively. 144 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 2 Revenue and Operating Segments (continued) Operating segments results The Group evaluates performance of the operational segments on the basis of gross profit from operations. 2024 Uniphar Medtech €’000 2024 Uniphar Pharma €’000 2024 Uniphar Supply Chain & Retail €’000 2024 Total €’000 Revenue 267,968 658,814 1,843,647 2,770,429 Gross profit 108,915 121,561 197,128 427,604 2023 Uniphar Medtech €’000 2023 Uniphar Pharma €’000 2023 Uniphar Supply Chain & Retail €’000 2023 Total €’000 Revenue 249,216 592,226 1,711,620 2,553,062 Gross profit 99,870 103,187 186,927 389,984 There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8 ‘Operating Segments’. Assets and liabilities are reported to the Board at a Group level and are not reported on a segmental basis. 3 Other operating income/(expense) Notes 2024 €’000 2023 €’000 Other income 467 383 Profit on disposal of property, plant & equipment 33 12 500 395 Gain/(loss) on disposals of businesses and assets 4 2,395 (1,182) 2,895 (787) 145 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 4 Exceptional income/(charge) 2024 €’000 2023 €’000 Professional fees including acquisition costs (1,243) (2,206) Redundancy and restructuring costs (2,369) (2,679) Acquisition integration costs (488) (2,611) Strategic business transformation (1,320) (1,413) Gain/(loss) on disposals of businesses and assets 2,395 (1,182) Other exceptional (costs)/income (136) 44 Exceptional charge recognised in operating profit (3,161) (10,047) Decrease in deferred contingent consideration 17,625 9,624 Exceptional credit recognised in finance cost 17,625 9,624 Exceptional (charge)/credit recognised in income tax (119) 1,084 Total exceptional income 14,345 661 Professional fees including acquisition costs: Professional fees including acquisition costs are primarily costs relating to transactions under consideration in the year. Redundancy and restructuring costs: Redundancy and restructuring costs include redundancy, ex gratia and termination costs and other costs arising on reorganisations and recent acquisitions. Acquisition integration costs: Acquisition integration costs primarily relate to costs incurred on the integration of recent acquisitions into the expanded Group. Such costs include those associated with winding-down and exiting facilities acquired in recent acquisitions in addition to professional fees incurred to optimise the integration of recent acquisitions. Strategic business transformation: Strategic business transformation are costs associated with establishing the strategic platform that will enable the next phase of growth. They include costs associated with the Group’s strategic capital expenditure programmes whilst in the initiation phase together with the costs of establishing a strategic presence in new markets. The costs include setup costs, initiation costs and relocation costs in addition to the costs of a long-term incentive plan associated with building a strategically significant business in the US market. Deferred contingent consideration: Deferred contingent consideration of €17,625,000 relates to a net credit to the Group Income Statement following a review of the expected performance of a number of acquisitions completed in prior years against contractual earn-out targets. An additional provision of €21,622,000 was recognised in respect of acquisitions in the Uniphar Pharma division that have exceeded previous performance expectations. For these acquisitions, the expectation is that the maximum amount payable under the earn-out agreement will be payable. An amount of €39,247,000 was released in respect of acquisitions in the Uniphar Pharma and Uniphar Medtech divisions following a review of expected performance having reference to the application of the specific earn-out terms. This includes €22,219,000 in respect of acquisitions whose earn‑outs concluded on 31 December 2024 and €13,100,000 in respect of acquisitions whose earn-outs conclude in mid-2025. There were various factors involved in the performance outcomes and the ultimate payments are sensitive to relatively small movements in profitability. Further information is included in Note 19. 146 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 4 Exceptional income/(charge) (continued) In the prior year, deferred contingent consideration relates to a release of €6,768,000 following a review of expected performance against contractual earn-out targets in relation to US-based acquisitions. A further amount of €2,856,000 was released in respect of three other acquisitions that had reached the end of their contractual earn-out periods. Gain on disposal of businesses and assets Notes Businesses 2024 Assets 2024 Total 2024 €’000 €’000 €’000 Property, plant and equipment, and right-of-use assets (1,505) (22,880) (24,385) Goodwill 11 (17,704) – (17,704) Deferred tax asset 14 (5,420) – (5,420) Deferred contingent consideration 19 4,446 – 4,446 Cash disposed (846) – (846) Inventories, receivables and payables (653) 2,102 1,449 Other non-current liabilities 1,242 21,259 22,501 Net (assets)/liabilities disposed (20,440) 481 (19,959) Reclassification of currency translation effects on disposal 223 – 223 Total (20,217) 481 (19,736) Proceeds from disposals (net of disposal costs) 22,465 (334) 22,131 Gain on disposal of businesses and assets 2,248 147 2,395 Net cash inflow/(outflow) on disposal Businesses 2024 €’000 Assets 2024 €’000 Total 2024 €’000 Cash received 24,307 – 24,307 Less: Cash disposed (846) – (846) Less: Disposal related costs paid (1,527) (303) (1,830) Net cash inflow/(outflow) on disposal 21,934 (303) 21,631 Gain on disposal of businesses and assets: The Group disposed of its investments in Inspired Insight LLC and Duffy’s Medical Hall Limited during the year which resulted in a profit on the disposal of businesses of €2,248,000. Furthermore, the Group disposed of a number of non-current assets that resulted in a gain on disposal of €147,000. These non‑current assets included the disposal of a lease for a building which the Group purchased pursuant to a call option executed at initiation of the lease agreement. Property, Plant and Equipment assets with a net book value of €2,454,000 were disposed of for nil consideration in conjunction with the lease disposal. No consideration was received for exiting this lease resulting in a profit on disposal. 147 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 5 Operating profit 2024 €’000 2023 €’000 Operating profit is stated after charging: Directors’ remuneration: » Emoluments 2,963 2,636 » Fees 586 607 Amortisation (Note 11) 6,064 6,204 Depreciation (Note 12) 29,300 29,202 Foreign exchange net loss 329 141 Profit on disposal of property, plant and equipment (Note 3) 33 12 Auditors’ remuneration (including expenses) is for the statutory audit of the Group’s financial statements, subsidiary financial statements and other services carried out for the Group by the Company’s auditors and subsidiary auditors. Included in fees payable for the audit of the Group accounts are total fees of €100,000 (2023: €97,000) which are due to the Group’s auditor in respect of the Parent Company. The non-audit services performed by PwC during the year largely related to taxation compliance and consulting services, due diligence and tax advice on potential acquisitions and disposals during the year. 2024 2023 Group Auditors – PwC: PwC Ireland PwC Overseas Total PwC Ireland PwC Overseas Total €’000 €’000 €’000 €’000 €’000 €’000 Audit of group accounts 1,156 242 1,398 1,147 222 1,369 Tax compliance services 167 203 370 181 182 363 Tax advisory services 221 215 436 455 3 458 Other non-audit services – M&A 334 96 430 300 – 300 1,878 756 2,634 2,083 407 2,490 2024 €’000 2023 €’000 Subsidiary company auditors – Non PwC: » Audit of subsidiary accounts 34 30 6 Employees 2024 €’000 2023 €’000 Staff costs (including Directors): » Wages and salaries 189,572 170,892 » Social welfare costs 20,598 17,226 Pension costs 5,345 4,817 215,515 192,935 Share-based payment expense: » Share-based payment expense (Note 28) 2,944 2,824 218,459 195,759 148 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 6 Employees (continued) Payroll costs amounting to €3,804,000 (2023: €2,318,000) were capitalised to property, plant and equipment and software related projects (Note 11 and 12) as these costs are directly related to development and construction work completed in the year to 31 December 2024. The average number of persons employed by the Group (including Directors) during the year was as follows: Company Group 2024 Number 2023 Number 2024 Number 2023 Number Administration 143 135 885 833 Selling, distribution and warehouse – – 2,629 2,429 143 135 3,514 3,262 7 Finance cost and Finance income 2024 €’000 2023 €’000 Finance cost Interest on lease obligations (Note 21) (5,323) (4,884) Interest payable on borrowings and invoice discounting facilities (18,603) (17,199) Unwinding of discount applicable to deferred and deferred contingent consideration (1,540) (2,506) Unwinding of discount applicable to long term incentive programme (20) (4) Amortisation of refinancing transaction fees (431) (431) Finance cost before exceptional credit (25,917) (25,024) Decrease in fair value of deferred contingent consideration (Note 4) 17,625 9,624 Exceptional credit recognised in finance cost 17,625 9,624 Total Finance cost (8,292) (15,400) Finance costs do not include capitalised borrowing costs of €2,697,000 (2023: €791,000) on qualifying assets (Notes 11 and 12). Interest is capitalised at the Group’s weighted average interest rate for the period of 5.5% (2023: 5.3%). 2024 €’000 2023 €’000 Finance income Interest income 1,897 590 Total Finance income 1,897 590 149 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 8 Income tax expense 2024 €’000 2023 €’000 Recognised in the Income Statement: Current income tax: Republic of Ireland 8,353 6,783 Overseas 8,357 6,375 Total current income tax expense 16,710 13,158 Deferred income tax: Origination and reversal of temporary differences: Property, plant and equipment 305 42 Employee benefits (293) (201) Tax losses (5,133) (5,069) Intangible assets (361) 190 Other timing differences 130 (370) Total deferred income tax credit (5,352) (5,408) Total income tax expense 11,358 7,750 Attributable to: Continuing operations 11,358 7,750 Total income tax expense 11,358 7,750 150 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 8 Income tax expense (continued) Factors affecting the tax expense in future years Factors that may affect the Group’s future tax expense include the effects of restructuring, acquisitions and disposals, mix of geographical profits, changes in tax legislation and rates and the use of brought forward tax losses. The Directors have concluded that deferred tax assets associated with subsidiary tax losses will be recoverable using their estimated future taxable income based on approved business plans and budgets for these entities. The deferred tax losses can be carried forward indefinitely and have no expiry date. In addition to the Republic of Ireland, the Group has operations in the overseas tax jurisdictions of the UK, Germany, the Netherlands, the Nordics, Switzerland, USA and the Asia Pacific region. Effective 1 January 2024, Ireland adopted the OECD International Base Erosion and Profit Shifting (BEPS) Pillar Two Agreement whereby in scope multinational groups with revenues in excess of €750m pay a minimum rate of 15% corporation tax in every jurisdiction in which they operate. The Uniphar Group is in scope for Pillar Two tax obligations in the 2024 reporting period. The Pillar Two legislation sets out a detailed and highly complex set of rules on how to calculate the 15% effective tax rate. As a result of these complexities, the accounting effective tax rate is not always indicative of the effective tax rate as calculated under Pillar Two. Given the wide-reaching application and implications of the Pillar Two legislation, safe harbour provisions have also been introduced during the initial three-year period of application. The temporary safe harbour provisions can limit the compliance burden by reducing the number of countries where a detailed calculation would be required to compute Pillar Two top up taxes under GloBE (Global Anti Base Erosion) rules. The temporary safe harbour rules are based on a group’s Country by Country Report filings with the tax authorities and can only be used if one of three specified tests are met for each tax jurisdiction. The specified tests are based on a De minimis test, a Simplified Effective Tax Rate test and a Routine profits test. The Group has assessed the impact of the Pillar Two rules in each tax jurisdiction that it operates in. Given that tax rates in the jurisdictions outside Ireland are significantly higher than 15%, it is expected that Pillar Two will not have a material impact in relation to this aspect of the Group’s business. In the context of Ireland, the headline tax rate of 12.5% is below 15% which may lead to additional top-up taxes. However, assessments undertaken indicate that the Group can rely on safe harbour exemptions and its simplified effective tax rate in the context of the Pillar Two rules exceeds 15%. For the other non-Irish tax jurisdictions, it has been provisionally assessed that the Group can rely on safe harbour provisions for all jurisdictions other than the United States (US) and top up taxes will not be required. For the US, no provision has been made for US Pillar Two top-up taxes because it is expected that certain accounting income can be excluded from GloBE income and accordingly the minimum 15% corporation tax rate will be satisfied. Given the complexities of the rules, the Group continues to monitor developments in this area and changes in tax law and guidance as they apply to its global business. On 1 April 2023, the UK tax authority announced that its statutory corporate tax rate increased to 25% from 19% for profits over £250,000 and the current financial performance represents the impact of a full year of this change. There are no expected material corporate income tax changes in the other jurisdictions from current 2024 rates which range from 20% to 30%, inclusive of Federal and State charges. 151 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 8 Income tax expense (continued) 2024 €’000 2023 €’000 Reconciliation of effective tax rate Profit on ordinary activities before tax 75,594 52,898 Profit on ordinary activities before tax multiplied by standard rate of corporation tax in the Republic of Ireland of 12.5% (2023: 12.5%) 9,449 6,612 Effects of: Disallowable expenses 667 1,921 Research & Development tax credits (78) (75) Exceptional gains not taxable (2,203) (1,053) Higher overseas income tax rates 2,663 2,942 Non trading income taxable at higher Irish income tax rates 104 168 Income tax withheld at source – 63 Charge/(credit) on previously recognised/(unrecognised) tax losses 125 (2,515) Tax base asset adjustments in respect of prior years 388 348 Under/(over) provision of corporation tax in prior year 243 (661) Total income tax expense for the year 11,358 7,750 9 Earnings per share Basic and diluted earnings per share have been calculated by reference to the following: 2024 2023 Profit for the financial year attributable to owners (€’000) 64,203 44,815 Weighted average number of shares (‘000) 273,015 273,015 Earnings per ordinary share (in cent): » Basic 23.5 16.4 » Diluted 23.5 16.4 Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Adjusted earnings per share is an Alternative Performance Measure (APM) and is presented below. Adjusted earnings per share supports the understanding of performance by excluding the impact of exceptional items and non-cash items that may not correlate to the underlying performance of the business. 152 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 9 Earnings per share (continued) 2024 €’000 2023 €’000 Adjusted earnings per share has been calculated by reference to the following: Profit for the financial year attributable to owners of the parent 64,203 44,815 Exceptional credit recognised in Income Statement (Note 4) (14,345) (661) Share-based payments (Note 28) 2,944 2,824 Amortisation of acquisition related intangibles (Note 11) 3,428 3,341 Tax credit on acquisition related intangibles (380) (363) Profit after tax excluding exceptional items 55,850 49,956 Weighted average number of shares in issue in the year (000’s) 273,015 273,015 Adjusted basic and diluted earnings per ordinary share (in cent) 20.5 18.3 10 Dividends The Directors have proposed a final dividend of €3.4m (€0.0125 per ordinary share), subject to approval at the AGM. This results in a total shareholders dividend of €5.2m (€0.0192 per ordinary share) in respect of the year ended 31 December 2024 as the Board declared and paid a 2024 interim dividend of €1.8m (€0.0067 per ordinary share). If approved, the proposed dividend will be paid on 16 May 2025 to ordinary shareholders on the Company’s register on 25 April 2025. This dividend has not been provided for in the Balance Sheet at 31 December 2024, as there was no present obligation to pay the dividend at year end. A final dividend of €3.2m (€0.0119 per ordinary share) relating to 2023 was paid in May 2024. 153 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11 Intangible assets Goodwill €’000 Trademarks & licences €’000 Computer software €’000 Technology assets €’000 Brand names €’000 Customer relationships €’000 Total €’000 Cost At 1 January 2023 501,690 189 41,680 3,047 11,238 3,322 561,166 FX movement (1,760) – 14 (83) – (115) (1,944) Acquisitions 37,850 – – 468 10,947 – 49,265 Additions – 15 16,829 – – – 16,844 Disposals/retirements (1,984) – (3,805) – – – (5,789) At 31 December 2023 535,796 204 54,718 3,432 22,185 3,207 619,542 At 1 January 2024 535,796 204 54,718 3,432 22,185 3,207 619,542 FX movement 8,224 (2) 82 153 – 186 8,643 Additions – – 21,070 – – – 21,070 Disposals/retirements – – (2,405) – – – (2,405) Divestment (17,704) – – – – – (17,704) At 31 December 2024 526,316 202 73,465 3,585 22,185 3,393 629,146 Accumulated amortisation At 1 January 2023 18,709 154 30,033 1,319 2,339 1,439 53,993 FX movement – – 4 (33) – (64) (93) Amortisation – 10 2,853 558 2,127 656 6,204 Disposals/retirements – – (2,214) – – – (2,214) At 31 December 2023 18,709 164 30,676 1,844 4,466 2,031 57,890 At 1 January 2024 18,709 164 30,676 1,844 4,466 2,031 57,890 FX movement – (2) 25 83 – 142 248 Amortisation – 11 2,625 554 2,219 655 6,064 Disposals/retirements – – (2,359) – – – (2,359) At 31 December 2024 18,709 173 30,967 2,481 6,685 2,828 61,843 Net book amounts At 31 December 2023 517,087 40 24,042 1,588 17,719 1,176 561,652 At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303 Intangible assets 507,607 29 42,498 1,104 15,500 565 567,303 Right-of-use assets – – – – – – – At 31 December 2024 507,607 29 42,498 1,104 15,500 565 567,303 Disposal of Goodwill amounting to €17,704,000 relates to the disposal of Inspired Insight LLC and Duffy’s Medical Hall Limited pharmacy during the year. The Group, through its investment in Independent Life Pharmacy plc, continues to have a registered trademark known as Life Pharmacy. This trademark is used by customers of Uniphar who operate under the common symbol of Life Pharmacy and this trademark symbol is a central part of developing the Life brand. The trademark is now fully amortised. 154 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11 Intangible assets (continued) The Group recognised customer relationship assets on the acquisitions of Diligent Health Solutions, LLC and RRD International, LLC in 2020. Amortisation of these assets commenced at the date of acquisition, and they are being amortised over the estimated useful life of five years. The Group recognised technology assets on the acquisition of Innerstrength Limited, BESTMSLs Group, and Pivot Digital Health. Amortisation of these assets commenced at the date of acquisition, and they are being amortised over the estimated useful life of five years. The brand names intangible asset was recognised on the acquisition of the McCauley Pharmacy Group and the Hickey’s Pharmacy Group. Amortisation of these assets commenced at the date of acquisition, and they are being amortised over the estimated useful life of ten years. Included in computer software are assets under construction with a net book value of €34,338,000. Amortisation has not commenced on these assets. Included in the cost of additions are borrowing costs and payroll costs capitalised into computer software amounting to €989,000 (2023: €194,000) and €3,452,000 (2023: €2,245,000) respectively. Cash-generating units Goodwill acquired in business combinations is allocated, at acquisition, to the cash-generating units or group of cash-generating units (CGUs) that are expected to benefit from that business combination, based on the Group’s existing CGUs or where more appropriate the recognition of a new CGU. The CGUs or groups of CGUs represent the lowest level at which the associated goodwill is assessed for internal management purposes and are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments. During 2024, management completed an internal reorganisation of the Group to better align our service offering with market expectations and simplify how we engage with our clients. The reorganisation resulted in changes to the Group’s internal reporting and organisational structures within the Uniphar Pharma segment. Previously this segment comprised the former Product Access and Pharma Services group of CGUs. The reorganisation aligns the individual CGUs with the new operating segment structure in Uniphar Pharma of the On Demand and Pharma Services group of CGU’s. On Demand is a business unit that has grown considerably in recent years through acquisition building a platform that provides medicines that are difficult to source or are in short supply. The Pharma Services business unit focuses on providing high-value services across the life cycle of a product and has grown through acquisitions and organically which have now been rebranded and reorganised to present a unified client offering. In accordance with our accounting policy, the goodwill allocation by the previous group of CGUs has been reallocated using a relative fair value approach. The results of this reallocation of goodwill have been recast below, by group of CGUs, as of 31 December 2023. 2024 2023 Recast 2023 €’000 €’000 €’000 Medtech 171,713 171,383 171,383 On Demand 91,579 89,836 100,434 Pharma Services 85,449 96,690 86,092 Retail Pharmacies 104,984 105,296 105,296 Supply Chain Services 53,882 53,882 53,882 Net book value of goodwill at 31 December 507,607 517,087 517,087 Impairment testing of goodwill Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs). 155 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11 Intangible assets (continued) The recoverable amount of each group of CGUs is determined based on value-in-use calculations. The carrying value of each group of CGUs is initially compared to its estimated value-in-use. There were no impairments during the year (2023: €nil). Value-in-use calculations The value-in-use is calculated on the basis of estimated future cash flows discounted to present value. Estimated future cash flows were determined by reference to the budget for the period 2025 to 2026 and management forecasts for each of the following years from 2027 to 2029 inclusive. The terminal value was calculated using a long-term growth rate in respect of the years after 2029. The estimates of future cash flows were based on consideration of past experience, together with an assessment of the future prospects for each of the businesses within the group of CGUs. The assumptions used are also referenced against external industry data. The key assumptions used in the value-in-use calculations are the growth rates for revenue and cost inflation included in the cash flow forecasts, the long-term growth rates and the discount rates. The projections for revenue and costs have been determined utilising industry experience together with expectations of future changes in the market taking account of cost inflation and growth in future volumes. The pre‑tax discount rates used were based on the Group’s estimated weighted average cost of capital, adjusted to reflect risks associated with each group of CGUs. The discount rates determined for each group of CGUs are outlined in the table below. In determining the terminal value of the value-in-use, it was assumed that cash flows after the first five years will increase at a long-term growth rate ranging from 1.6% to 1.7% (2023: 1.4% to 1.8%). The rate assumed was based on an assessment of the likely long-term growth prospects of the individual groups of CGUs based on the weighted average growth rate by geographies in which the CGU operates. Discount Rates 2024 Discount Rates 2023 Medtech 9.8% 11.6% On Demand 10.2% 11.6% Pharma Services 9.9% 12.0% Retail Pharmacies 8.5% 9.1% Supply Chain Services 8.3% 8.6% The value-in-use calculations assume that the markets in which each group of CGUs operates will grow in accordance with publicly available data, the Group will maintain its current market share, gross margin percentage will be maintained at current levels and overheads will increase in line with expected levels of inflation. The cash flow forecasts assume appropriate levels of capital expenditure and investment in working capital to support the growth in individual CGUs. Fair value less cost of disposal calculations The fair value less cost of disposal calculations are only prepared when the value-in-use calculations indicate a potential impairment. At the Balance Sheet date the value-in-use calculations did not indicate any potential impairment so no fair value less cost of disposal calculations were required. The fair value less cost of disposal is calculated as the maintainable EBITDA of each group of CGUs multiplied by the appropriate EBITDA valuation multiple attributable to that group of CGUs. The fair value measurement is considered a Level 3 fair value based on certain unobservable pricing inputs. 156 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 11 Intangible assets (continued) Sensitivity analysis The Group has conducted a sensitivity analysis on each of the groups of CGUs by applying the following sensitivities; decreasing estimated cash flows by 10%, increasing discount rates by 1%, and reducing long‑term growth rates by 1%. This analysis resulted in an excess in the recoverable amount over their carrying amount under each approach for all groups of CGUs. Management believe that any reasonable change in any of the key assumptions would not cause the carrying value of goodwill to exceed the recoverable amount. Computer Software €’000 Total €’000 COMPANY Cost At 1 January 2023 4,036 4,036 Additions 1,191 1,191 Disposals (1,899) (1,899) At 31 December 2023 3,328 3,328 At 1 January 2024 3,328 3,328 Additions 459 459 At 31 December 2024 3,787 3,787 Accumulated amortisation At 1 January 2023 921 921 Charge for the year 698 698 Disposals (949) (949) At 31 December 2023 670 670 At 1 January 2024 670 670 Charge for the year 706 706 At 31 December 2024 1,376 1,376 Net book amounts At 31 December 2023 2,658 2,658 At 31 December 2024 2,411 2,411 Intangible asset 2,411 2,411 Right-of-use assets – – Net book value at 31 December 2024 2,411 2,411 157 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 12 Property, plant and equipment, and right-of-use assets Land and buildings €’000 Leasehold improvements €’000 Plant and equipment €’000 Fixtures and fittings €’000 Computer equipment €’000 Motor vehicles €’000 Instruments €’000 Total €’000 GROUP Cost At 1 January 2023 149,672 16,183 39,662 14,192 6,742 7,825 6,568 240,844 Foreign exchange movement (151) (45) (9) 49 1 32 – (123) Additions 12,910 2,998 14,927 2,106 1,464 3,650 1,758 39,813 Acquisitions 23,531 4,092 349 3,182 1,059 12 – 32,225 Disposals/retirements (4,079) (289) (413) (949) (899) (3,280) (595) (10,504) Reclassification 679 3,599 (69) (3,243) 22 (1) – 987 At 31 December 2023 182,562 26,538 54,447 15,337 8,389 8,238 7,731 303,242 At 1 January 2024 182,562 26,538 54,447 15,337 8,389 8,238 7,731 303,242 Foreign exchange movement 819 191 285 148 29 74 – 1,546 Additions 78,736 8,353 36,280 1,846 2,142 2,248 2,425 132,030 Disposals/retirements (35,087) (2,065) (2,999) (1,407) (2,169) (2,874) (801) (47,402) Divestments (1,514) (292) – (523) (55) – – (2,384) At 31 December 2024 225,516 32,725 88,013 15,401 8,336 7,686 9,355 387,032 158 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 12 Property, plant and equipment, and right-of-use assets (continued) Land and buildings €’000 Leasehold improvements €’000 Plant and equipment €’000 Fixtures and fittings €’000 Computer equipment €’000 Motor vehicles €’000 Instruments €’000 Total €’000 GROUP Accumulated depreciation At 1 January 2023 34,557 4,622 17,397 6,245 4,097 3,851 3,447 74,216 Foreign exchange movement 26 8 37 39 13 15 – 138 Charge for the year 15,283 2,056 3,096 2,392 1,741 2,599 2,035 29,202 Disposals/retirements (2,187) (122) (409) (830) (873) (3,001) (579) (8,001) Reclassification 679 1,218 – (922) 12 – – 987 At 31 December 2023 48,358 7,782 20,121 6,924 4,990 3,464 4,903 96,542 At 1 January 2024 48,358 7,782 20,121 6,924 4,990 3,464 4,903 96,542 Foreign exchange movement 311 37 103 113 (2) 31 – 593 Charge for the year 16,068 1,941 3,316 2,106 1,402 2,618 1,849 29,300 Disposals/retirements (13,897) (551) (2,464) (884) (2,174) (2,562) (788) (23,320) Divestments (97) (256) – (482) (44) – – (879) At 31 December 2024 50,743 8,953 21,076 7,777 4,172 3,551 5,964 102,236 Net book amounts At 31 December 2023 134,204 18,756 34,326 8,413 3,399 4,774 2,828 206,700 At 31 December 2024 174,773 23,772 66,937 7,624 4,164 4,135 3,391 284,796 Property, plant & equipment 36,456 23,772 65,970 7,624 4,164 381 3,391 141,758 Right-of-use assets 138,317 – 967 – – 3,754 – 143,038 Net book value at 31 December 2024 174,773 23,772 66,937 7,624 4,164 4,135 3,391 284,796 Included in property, plant and equipment are assets under construction with a net book value of €58,517,000 (2023: €23,703,000). Depreciation has not commenced on these assets. Included in the cost of additions are borrowing costs and payroll costs capitalised into assets amounting to €1,708,000 (2023: €597,000) and €352,000 (2023: €73,000) respectively. 159 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 12 Property, plant and equipment, and right-of-use assets (continued) Land and buildings €’000 Computer equipment €’000 Plant and equipment €’000 Total €’000 COMPANY Cost At 1 January 2023 50,442 – 382 50,824 Additions – 23 – 23 At 31 December 2023 50,442 23 382 50,847 At 1 January 2024 50,442 23 382 50,847 Additions 827 – 70 897 Disposals/retirements (31,126) (2) (132) (31,260) At 31 December 2024 20,143 21 320 20,484 Accumulated depreciation At 1 January 2023 12,647 – 218 12,865 Charge for the year 3,162 1 108 3,271 At 31 December 2023 15,809 1 326 16,136 At 1 January 2024 15,809 1 326 16,136 Charge for the year 2,554 4 63 2,621 Disposals/retirements (11,441) – (132) (11,573) At 31 December 2024 6,922 5 257 7,184 Net book amounts At 31 December 2023 34,633 22 56 34,711 At 31 December 2024 13,221 16 63 13,300 Property, plant & equipment – 16 – 16 Right-of-use assets 13,221 – 63 13,284 Net book value at 31 December 2024 13,221 16 63 13,300 160 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 13 Financial assets Investments in equity instruments 2024 €’000 Investments in equity instruments 2023 €’000 GROUP Cost At the beginning of the year 154 154 At the end of the year 154 154 Provision for impairment At the beginning of the year 129 129 At the end of the year 129 129 Net book amounts At the beginning of the year 25 25 At the end of the year 25 25 161 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 13 Financial assets (continued) Shares in subsidiary companies €’000 Investments in equity instruments €’000 COMPANY Cost At 1 January 2023 337,200 25 Additions 563 – At 31 December 2023 337,763 25 At 1 January 2024 337,763 25 Additions 664 – At 31 December 2024 338,427 25 Provision for impairment At 1 January 2023 1,711 – At 31 December 2023 1,711 – At 1 January 2024 1,711 – At 31 December 2024 1,711 – Net book amounts At 31 December 2023 336,052 25 At 31 December 2024 336,716 25 GROUP AND COMPANY Investments in equity instruments The carrying value of €25,000 (2023: €25,000) is represented by the Group’s investment in Independent Life Pharmacy plc (Life) comprising of 97 A ordinary shares of €0.01 each and 25,000 C shares of €1.00 each. The C shares are non-voting and do not confer any dividend entitlement. Independent Life Pharmacy plc represents the Life symbol group and is owned jointly by pharmacy owners through B shares and Uniphar plc through A shares. The pharmacy owners are entitled to nominate the majority of the Directors to the Life Board in addition to Uniphar nominees. COMPANY Shares in subsidiary companies Financial assets of the parent company, Uniphar plc, include shares in subsidiary companies with a net book value of €336,716,000 (2023: €336,052,000). The movement in 2024 was additions of €664,000 (2023: €563,000) relating to capital contributions to subsidiary companies in relation to share-based payment expenses incurred on the subsidiaries’ behalf. At the reporting date, the carrying amount of the investment in subsidiaries is assessed for impairment when indications of impairment exist. No indications of impairment existed at 31 December 2024. 162 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 14 Deferred tax asset The following is an analysis of the movement in the major categories of net deferred tax assets recognised by the Group for the years ended 31 December 2024 and 2023: Employee benefits €’000 Property plant and equipment €’000 Tax losses €’000 Intangible assets €’000 Other €’000 Total €’000 GROUP At 1 January 2023 1,024 197 3,487 4,920 (608) 9,020 Acquisitions – – – (864) – (864) Recognised in Income Statement 201 (42) 5,069 (190) 370 5,408 Utilisation of loss relief – – (1,549) – – (1,549) Reclassification – – (3) – 3 – Foreign exchange movement (8) (11) (56) (174) 26 (223) At 31 December 2023 1,217 144 6,948 3,692 (209) 11,792 At 1 January 2024 1,217 144 6,948 3,692 (209) 11,792 Divestments – – – (5,420) – (5,420) Recognised in Income Statement 293 (305) 5,133 361 (130) 5,352 Utilisation of loss relief – – (3,363) – – (3,363) Foreign exchange movement 35 1 271 3 47 357 At 31 December 2024 1,545 (160) 8,989 (1,364) (292) 8,718 Deferred tax asset 1,545 599 8,989 – 510 11,643 Deferred tax liability – (759) – (1,364) (802) (2,925) 1,545 (160) 8,989 (1,364) (292) 8,718 The deferred tax asset in relation to losses reflects the Group’s expected utilisation of carried forward tax losses associated with parent company activities, Retail pharmacy and Pharma division businesses in Ireland and overseas. As outlined in Note 8, the Directors expect that its net deferred tax asset will be recoverable against future taxable income over the medium term. The intangible deferred tax asset disposal of €5,420,000 related to the original recognition of a goodwill tax asset amortisable over 15 years following the qualified stock purchase of the US company, Inspired Insight, LLC in September 2022. In line with the December 2024 disposal of this business, the goodwill tax asset has been derecognised as part of the profit on disposal. The intangible deferred tax liability of €1,364,000 relates to the following: » The recognition of a residual tax liability of €1,043,000 associated with the tax amortisation benefit attributable to the Hickey’s and McCauley pharmacy brand names following their acquisitions in November 2020 and January 2023 respectively. » The recognition of a residual tax liability of €107,000 associated with acquired Customer Relationships of the US businesses Diligent Health Solutions, LLC and RRD International, LLC. » The recognition of a residual tax liability of €214,000 associated with acquired Technological Assets attributable to the July 2021 acquisition of the US Group, BESTMSLs and the August 2023 acquisition of the assets of the UK company, Pivot Digital Health Limited. 163 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 14 Deferred tax asset (continued) The Group has potentially a deferred tax asset of €7,917,000 (2023: €7,138,000) arising from losses forward. The Directors believe sufficient taxable profits to utilise these potential assets will arise in the future, but that there is currently insufficient evidence to support the recognition of a deferred tax asset. These balances may be carried forward indefinitely under current tax law and are available for offset against future profits and gains generated by the companies which hold the losses. Employee benefits Property plant and equipment Tax losses Other Total €’000 €’000 €’000 €’000 €’000 COMPANY At 1 January 2023 162 (7) 1,836 101 2,092 Recognised in Income Statement (12) 27 801 98 914 Tax losses surrendered to other Irish Group companies – – (528) – (528) At 31 December 2023 150 20 2,109 199 2,478 At 1 January 2024 150 20 2,109 199 2,478 Recognised in Income Statement 112 35 893 (292) 748 Tax losses surrendered to other Irish Group companies – – (790) – (790) At 31 December 2024 262 55 2,212 (93) 2,436 The Company’s tax losses relate to expenses of management associated with its investment activities. The Company’s other net deferred tax liability relates to finance costs and interest income which are tax deductible/(taxable) on a paid/(received) basis. The Directors believe that sufficient taxable profits will arise in the future to utilise these deferred tax assets. 15 Inventory 2024 €’000 2023 €’000 GROUP Goods for resale 201,582 184,549 The replacement cost of inventories did not differ materially from the Balance Sheet amounts at 31 December 2024 and 31 December 2023. During the year, a net income statement charge of €2,691,000 (2023: €503,000) arose on the inventory impairment allowance. Inventory impairment allowance levels are continuously reviewed by management and revised where appropriate, taking account of latest available information on the recoverability of carrying amounts. In 2024, goods for resale recognised as cost of sales amounted to €2,272,979,000 (2023: €2,124,470,000). 164 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 16 Trade and other receivables 2024 €’000 2023 €’000 Current trade and other receivables GROUP Trade receivables 224,727 202,849 Prepayments 11,573 12,824 Accrued income 5,979 12,992 Other receivables 6,603 8,895 248,882 237,560 COMPANY Amounts due from subsidiaries 367,874 255,136 Prepayments 1,707 4,381 Other receivables – 16 Value added tax 1,274 340 2,981 4,737 370,855 259,873 Amounts owed by group undertakings are unsecured, have no fixed date of repayment and are repayable on demand. Accrued income consists of earned revenues that are pending invoicing at year end. Details of the provision for impairment of trade and other receivables are outlined in Note 32. 2024 €’000 2023 €’000 Non-current trade and other receivables GROUP Other receivables 1,244 1,458 1,244 1,458 COMPANY Other receivables 257 406 257 406 165 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 17 Cash and cash equivalents and restricted cash 2024 €’000 2023 €’000 Cash and cash equivalents and restricted cash consists of the following: GROUP Cash at bank and in hand 102,992 85,652 Restricted cash deposits at call 294 173 103,286 85,825 COMPANY Cash at bank and in hand 5,285 9,135 5,285 9,135 The restricted cash deposits in 2024 relate to amounts held in escrow in respect of property leases and customs guarantees in BModesto Vastgoed B.V. 18 Borrowings Bank loans are repayable in the following periods after 31 December: 2024 €’000 2023 €’000 GROUP Amounts falling due within one year 9,316 13,168 Amounts falling due between one and five years 241,646 222,604 250,962 235,772 COMPANY Amounts falling due within one year – – Amounts falling due between one and five years 220,896 186,854 220,896 186,854 166 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 18 Borrowings (continued) The Group’s total bank loans at 31 December 2024 were €250,962,000 (2023: €235,772,000). Borrowing under invoice discounting (recourse) as at the balance sheet date was €9,316,000 (2023: €13,168,000). The Group’s bank debt facility comprises a revolving credit facility of up to €400m with an additional uncommitted accordion facility of €150m. This facility runs for five years to August 2027 with an option to extend by one year and a further option to extend by an additional year up to August 2029 with repayment of all loans due on termination of the facility. At 31 December 2024, the Group’s revolving credit facility loans in use were at an interest margin of +1.69% (2023: +1.90%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR). The Company’s total bank loans at 31 December 2024 were €220,896,000 (2023: €186,854,000). At 31 December 2024, they were subject to an interest rate margin of +1.69% (2023: +1.90%) on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR). Bank security Bank overdrafts (including invoice discounting) and bank loans of €250,962,000 (2023: €235,772,000) are secured by cross guarantees and fixed and floating charges from the Company and certain subsidiary undertakings. 19 Deferred contingent consideration 2024 €’000 2023 €’000 GROUP At 1 January 75,061 91,798 Unwinding of discount 1,540 2,506 Recognised during the year 21,622 – Utilised during the year (16,454) (8,234) Released during the year (39,247) (9,624) Divestment (4,446) – Foreign currency movement 1,106 (1,385) At 31 December 39,182 75,061 Current 32,025 43,523 Non-current 7,157 31,538 Total deferred contingent consideration 39,182 75,061 Deferred contingent consideration represents the present value of deferred contingent acquisition consideration which will become payable based on pre-defined performance thresholds being met. The deferred contingent consideration liability at 31 December 2024 was €39,182,000 (2023: €75,061,000). Significant estimation and judgement is exercised in determining the liability indicating that the final liability may be significantly different to the amount provided. In the event of the maximum earn-out being achieved, an additional provision of €6,435,000 (2023: €67,608,000) would be required at 31 December 2024. Equally, a significantly smaller liability than that estimated could arise. 167 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 19 Deferred contingent consideration (continued) During the year payments of €16,454,000 (2023: €8,234,000) were made in respect of prior year acquisitions. Deferred contingent consideration of €39,247,000 (2023: €9,624,000) in respect of prior year acquisitions was released and €21,622,000 (2023: €nil) was recognised in the year following a review of expected performance against earn-out targets. An amount of €4,446,000 was released in respect of Inspired Insight, LLC following its disposal by the Group. Further details on the measurement of deferred contingent consideration are provided in Note 32. The balance at 31 December 2024 relates to the following acquisitions: » Macromed (UK) Limited (2018) » CoRRect Medical GmbH (2021) » Events 4 Healthcare Limited (2021) » Orspec Pharma Pty Limited (2022) » BModesto Vastgoed B.V. (2022) The deferred contingent consideration at 31 December 2023 related to the acquisition of the following: » Dialachemist Limited (2015) » Macromed (UK) Limited (2018) » M3 Medical Limited (2019) » Innerstrength Limited (2020) » Diligent Health Solutions, LLC (2020) » RRD International, LLC (2020) » CoRRect Medical GmbH (2021) » Mdea, Inc, The Doctor’s Channel, LLC, and BESTMSLs, Inc (BESTMSLs Group) (2021) » Events 4 Healthcare Limited (2021) » Devonshire Healthcare Services Limited (2021) » Inspired Insight, LLC (2022) » Orspec Pharma Pty Limited (2022) » BModesto Vastgoed B.V. (2022) The maturity profile of the deferred contingent consideration at 31 December 2024 is outlined in Note 32. 2024 €’000 2023 €’000 COMPANY At 1 January 6 2,462 Unwinding of discount – 2 Recognised during the year 5 – Utilised during the year (11) (189) Released during the year – (2,269) At 31 December – 6 Current – 6 Non-current – – Total deferred contingent consideration – 6 Deferred contingent consideration represents the present value of deferred contingent acquisition consideration which would become payable based on pre-defined performance thresholds being met. During the year payments of €11,000 were made in respect of prior year acquisitions (2023: €189,000). No deferred contingent consideration was released in the year in respect of prior year acquisitions (2023: €2,269,000). The balance at 31 December 2023 relates to the acquisition of Innerstrength Limited in 2020. This was fully paid in 2024 with no balance remaining at 31 December 2024. 168 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 20 Provisions Lease dilapidation 2024 €’000 Warranty provision 2024 €’000 Other 2024 €’000 Total 2024 €’000 Total 2023 €’000 GROUP At 1 January 776 164 812 1,752 2,262 Recognised during the year 100 – – 100 28 Arising on acquisition – – – – 350 Utilised during the year – – – – (789) Released during the year (61) (19) – (80) (62) Foreign currency movement – 8 47 55 (37) At 31 December 815 153 859 1,827 1,752 Lease dilapidation The lease dilapidation provision covers the cost of reinstating certain Group properties at the end of the lease term. This is based on the terms of the individual leases which set out the conditions relating to the return of property. The timing of the outflows will match the ending of the relevant leases with various dates up to 2049. Warranty provision The warranty provision relates to a product warranty provided to customers on certain medical devices. The estimated cost of the warranty is provided for upon recognition of the sale of the product. The costs are estimated based on actual historical experience of expenses incurred and on estimated future expenses related to current sales and are updated periodically. Actual warranty costs are charged against the warranty provision. Other Other provisions relate to a management retention bonus payable in relation to the acquisition of RRD International, LLC in 2020. 169 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 21 Leases i) Amounts recognised in the Balance Sheet: As at 31 December, the Balance Sheet shows the following amounts relating to leases: GROUP 2024 €’000 2023 €’000 Right-of-use assets: Buildings 138,317 126,899 Plant and equipment 967 139 Motor vehicles 3,754 4,280 Net book value of right-of-use assets 143,038 131,318 Lease liabilities: Current 22,580 20,134 Non-current 132,612 126,083 Total lease liabilities 155,192 146,217 Right-of-use assets are included in the line ‘Property, plant and equipment, and right-of-use assets’ on the Balance Sheet, and are presented in Note 12. Additions to the right-of-use assets during the year ended 31 December 2024 were €52,300,000 (2023: €16,498,000). Disposals to the right-of-use assets during the year ended 31 December 2024 were €21,480,000 (2023: €1,034,000). The principal disposal related to the purchase of a building in Dublin, Ireland that was formerly leased by the Group. Expenses of €270,000 (2023: €170,000) relating to short-term leases, leases of low-value assets and variable lease payments were recognised in the Consolidated Income Statement. Lease liabilities are presented separately on the face of the Balance Sheet. The contractual maturity of the lease liabilities is presented in Note 32. COMPANY 2024 €’000 2023 €’000 Right-of-use assets: Buildings 13,221 34,633 Plant and equipment 63 56 Net book value of right-of-use assets 13,284 34,689 Lease liabilities: Current 2,273 3,565 Non-current 12,475 34,706 Total lease liabilities 14,748 38,271 Right-of-use assets are included in the line ‘Property, plant and equipment, and right-of-use assets’ on the Balance Sheet, and are presented in Note 12. Additions to the right-of-use assets during the year ended 31 December 2024 were €897,000 (2023: €nil). 170 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 21 Leases (continued) ii) Amounts recognised in the Income Statement: The Income Statement shows the following amounts relating to leases: GROUP 2024 €’000 2023 €’000 Buildings 15,462 14,893 Plant and equipment 235 191 Motor vehicles 2,472 2,452 Right-of-use assets depreciation charge 18,169 17,536 Computer software – 189 Right-of-use assets amortisation charge – 189 Interest expense on lease liabilities (Note 7) 5,323 4,884 Total interest expense in respect of lease liabilities 5,323 4,884 COMPANY 2024 €’000 2023 €’000 Buildings 2,554 3,162 Plant and equipment 63 108 Right-of-use assets depreciation charge 2,617 3,270 Computer software – 189 Right-of-use assets amortisation charge – 189 Interest expense on lease liabilities 1,142 1,205 Total interest expense in respect of lease liabilities 1,142 1,205 171 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 21 Leases (continued) iii) Amounts recognised in the Cash Flow Statement The Cash Flow Statement shows the following amounts relating to leases: GROUP 2024 €’000 2023 €’000 Interest on lease obligations 7,235 4,884 Principal repayments 18,335 16,604 Total cash outflow in respect of leases 25,570 21,488 COMPANY 2024 €’000 2023 €’000 Interest on lease obligations 1,142 1,205 Principal repayments 2,205 2,898 Total cash outflow in respect of leases 3,347 4,103 22 Trade and other payables 2024 €’000 2023 €’000 GROUP Trade payables 375,211 299,184 Accruals 164,444 158,237 Other payables 10,869 7,929 Deferred income 5,362 7,770 Employment related taxes 5,161 5,119 Value added tax 1,922 11,944 Deferred acquisition consideration – 100 562,969 490,283 Trade and other payables are payable at various dates in the next three months in accordance with the suppliers’ usual and customary credit terms. Taxes are payable at various dates over the coming months in accordance with the applicable statutory provisions. Deferred income represents prepayments from customers for goods or services that have yet to be delivered. During the year, all the deferred income recognised at 31 December 2023 has been recognised as revenue. 172 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 22 Trade and other payables (continued) Defined contribution pension schemes Included in accruals and other payables is an amount of €944,000 (2023: €947,000) due in relation to the defined contribution pension schemes. 2024 €’000 2023 €’000 COMPANY Amounts owed to subsidiaries 153,943 136,793 Trade payables 2,012 2,291 Accruals 14,359 10,624 Other payables 914 1,340 Employment related taxes 671 601 17,956 14,856 171,899 151,649 Amounts owed to group undertakings are unsecured, interest free and are repayable on demand. Trade and other payables are payable at various dates in the next three months in accordance with the suppliers’ usual and customary credit terms. Taxes are payable at various dates over the coming months in accordance with the applicable statutory provisions. Deferred acquisition consideration Total deferred acquisition consideration is payable in the following periods after 31 December in the Group: 2024 €’000 2023 €’000 GROUP Within one year – 100 – 100 Deferred acquisition consideration reflects the amounts payable in respect of the acquisition of an independent community pharmacy during 2023. The amounts payable were settled during 2024. 173 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 23 Called up share capital 2024 Number 2023 Number 2024 €’000 2023 €’000 GROUP AND COMPANY Authorised share capital at 31 December: Ordinary shares of 8c each 453,205,300 453,205,300 36,256 36,256 “A” ordinary shares of 8c each 16,000,000 16,000,000 1,280 1,280 Authorised share capital 37,536 37,536 Movement in the year in issued share capital presented as equity 2024 Number 2023 Number 2024 €’000 2023 €’000 Allotted, called up and fully paid ordinary shares of 8c each At 1 January 273,015,254 273,015,254 21,841 21,841 At 31 December 273,015,254 273,015,254 21,841 21,841 Total allotted share capital: At 31 December 273,015,254 273,015,254 21,841 21,841 There have been no changes to the authorised or issued share capital in either 2024 or 2023. 24 Share premium 2024 €’000 2023 €’000 GROUP AND COMPANY Premium arising on shares issued 176,501 176,501 25 Other reserves 2024 €’000 2023 €’000 GROUP Property revaluation reserve 700 700 Foreign currency translation reserve 8,102 1,945 Capital redemption reserve 60 60 8,862 2,705 COMPANY Capital redemption reserve 60 60 60 60 174 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 25 Other reserves (continued) Property revaluation reserve The property revaluation reserve arose on the revaluation of freehold land and buildings. When revalued land and buildings are sold, the portion of the property revaluation reserve that relates to that asset will be transferred directly to retained earnings. Foreign currency translation reserve The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the net assets of the Group’s non-Euro denominated operations, including the translation of the profits of such operations from the average exchange rate for the year to the exchange rate at the Balance Sheet date. The reserve also includes all foreign exchange differences arising from the translation of borrowings that hedge the Group’s net investment in foreign operations. Capital redemption reserve The capital redemption reserve is a legal reserve which has arisen from the Company buying back and cancelling its ordinary shares in 2013. 26 Retained earnings €’000 GROUP At 1 January 2023 88,476 Profit for the financial year 44,815 Dividends paid (4,832) Purchase of non-controlling interest (Note 27) (246) At 31 December 2023 128,213 At 1 January 2024 128,213 Profit for the financial year 64,203 Dividends paid (5,076) Purchase of non-controlling interest (Note 27) 725 Transfer on exercise, vesting or lapse of share-based payments 550 At 31 December 2024 188,615 COMPANY At 1 January 2023 66,468 Profit for the financial year 4,978 Dividends paid (4,832) At 31 December 2023 66,614 At 1 January 2024 66,614 Profit for the financial year 57,316 Dividends paid (5,076) Transfer on exercise, vesting or lapse of share-based payments 550 At 31 December 2024 119,404 175 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 27 Non-controlling interests 2024 €’000 2023 €’000 At 1 January 818 239 Share of post-acquisition profits 33 333 Acquisition of non-controlling interest (725) 246 At 31 December 126 818 Non-controlling interests own the following stakes in the issued ordinary share capital of the entities set out below at 31 December 2024: » 4.29% Macromed (UK) Limited. During the year, the Group purchased the remaining 20% shareholding in Dialachemist Limited and the remaining 1% shareholdings in Innerstrength Limited increasing the ownership in both entities to 100%. The Group also acquired a further 0.76% of Macromed (UK) Limited taking the group share from a 94.95% to 95.71% shareholding. 28 Employee share awards Share-based payments The Group operates a number of equity settled share-based payment schemes in addition to a cash settled share-based payment scheme. No new schemes were established during 2024. Share options (equity-settled) The key terms and conditions related to the grants under the 2021 and 2022 share option plan that remain outstanding at 31 December 2024 are as follows: Grant date Number of instruments in thousands Vesting conditions Contractual life of option July 2021 83 Vested at 31 December 2024 7 years July 2021 240 Vested at 31 December 2024 7 years October 2021 167 Vested at 31 December 2024 7 years November 2022 12,500 Service from grant date to 31 December 2028 meeting Total Shareholder Return (TSR) thresholds achieved in the vesting period ranging from 50% to 70% against a baseline share price of €3.48 10 years December 2024 1,550 Service from grant date to 31 December 2028 meeting Total Shareholder Return (TSR) thresholds achieved in the vesting period ranging from 50% to 70% against a baseline share price of €3.48 10 years Total share options granted 14,540 176 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 28 Employee share awards (continued) Cash LTIP (cash-settled) On 22 July 2021, the Group granted 120,000 cash LTIP awards to employees that entitled them to a cash payment at 31 December 2024 based on the service provided up until this date. At 31 December 2024, 40,000 of these cash LTIP awards had vested with the remaining 80,000 lapsed unvested. The carrying amount of liabilities for the cash LTIP awards at 31 December 2024 is €40,000 (2023: €35,000). Measurement of fair values (equity-settled) The fair value of the employee share option scheme has been measured using a Monte Carlo simulation. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plan were as follows: Grant date July 21 October 21 July 21 November 22 original November 22 modification December 24 Fair value at grant date 0.95 1.37 1.01 0.87 0.29 0.39 Share price at grant date 3.70 4.19 3.77 3.57 2.04 2.02 Exercise price 3.33 3.33 3.33 3.48 2.04 2.02 Expected volatility 31% 31% 31% 31% 38% 38% Expected life 5.2 years 5.1 years 5.2 years 6 years 7 years 7.1 years Expected dividends 0.4% 0.4% 0.4% 0.5% 0.9% 0.9% Risk-free interest rate (0.75%) (0.56%) (0.79%) 1.92% 2.05% 2.05% Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period. The expected term of the instruments has been based on general option holder behaviour. In December 2024, the Group extended the vesting period for the November 2022 share option grant by two years to 31 December 2028 and reduced the exercise price of those share options from €3.48 to €2.04 to reflect the share price at the date of the amendment. The share price for the calculation of the Total Shareholder Return (TSR) metric remains at the original exercise price of €3.48. The fair value of the options at the date of the modification was determined to be €0.36. The incremental fair value of €0.29 will be recognised as an expense over the period from the modification date to the end of the extended vesting period. The expense of the original option grant will continue to be recognised as if the terms have not been modified. The fair value of the modified options was determined using the same models and principles as described above with the key model inputs outlined in the table above. 177 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 28 Employee share awards (continued) Measurement of fair values (cash-settled) The fair value of the cash LTIP awards has been measured using a Monte Carlo simulation. Service and non‑market performance conditions attached to the arrangements were not taken into account in measuring fair value. The inputs used in the measurement of the fair values of the cash LTIP at 31 December 2024 and at grant date are as follows: 31 December 2024 At grant date Grant date July 2021 July 2021 Fair value at grant date 0.66 0.66 Share price at grant date 3.35 3.35 Exercise price 3.33 3.33 Expected volatility 31% 31% Expected life 3.5 years 3.5 years Expected dividends 0.5% 0.4% Risk-free interest rate 2.69% (0.68%) Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period. The expected term of the instruments has been based on general option holder behaviour. Reconciliation of outstanding share options The number and weighted-average exercise prices of share options under the 2021 and 2022 share option programmes were as follows: 2024 2023 Weighted Average Exercise Price Number 000’s Weighted Average Exercise Price Number 000’s As at 1 January 3.47 13,335 3.47 13,570 Granted during the year 2.04 1,550 – – Forfeited during the year – – (3.33) (235) Lapsed unvested during the year 3.33 (345) – – Exercised during the year – – – – As at 31 December 3.32 14,540 3.47 13,335 At 31 December 2024, the number of vested and exercisable share options is 490,000 (2023: nil). The options outstanding at 31 December 2024 have an exercise price in the range of €2.04 to €3.33 (2023: €3.33 to €3.48) and a weighted-average contractual life of 9.9 years (2023: 9.8 years). Expense recognised in the Income Statement An equity-settled share-based payment charge of €2,944,000 (2023: €2,824,000) has been recognised in the year. A cash-settled share-based payment charge of €5,000 (2023: €1,000) has been recognised in the year in respect of the cash LTIP awards. 178 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 28 Employee share awards (continued) Long-term incentive plan The Company operates a long-term incentive plan for certain Executive Directors and managerial employees under which shares have been granted subject to vesting conditions linked to the achievement of demanding Group performance measures and operational targets as well as continued employment with the Group. The Company can require compulsory transfer of these shares if certain criteria are not met. As at 31 December 2024, the Company had allotted 13,162,240 ordinary shares of €0.08 each (2023: 13,162,240 shares) to members of the Uniphar Executive Directors and managerial employees under the long-term incentive plan. All shares issued under the long-term incentive plan at 31 December 2024 and 31 December 2023 were called up and fully paid. At 31 December 2024, all 13,162,240 of these shares became fully vested. No charge to the Income Statement arises in either 2024 or 2023 in respect of this arrangement. 29 Reconciliation of operating profit to cash flow from operating activities 2024 €’000 2023 €’000 GROUP Operating profit before operating exceptional items 85,150 77,755 Cash related exceptional items (9,006) (17,784) 76,144 59,971 Add back non-cash and/or non-operating expenses: Depreciation 29,300 29,202 Amortisation 6,064 6,204 Changes in working capital: Increase in inventory (17,159) (16,868) Increase in receivables (18,378) (67,073) Increase in payables 84,423 67,717 Other: Share-based payment expense 2,944 2,824 Foreign currency translation adjustments (522) 172 Cash inflow from operating activities 162,816 82,149 COMPANY Operating profit before operating exceptional items 66,061 13,734 Cash related exceptional items (2,615) (11,579) 63,446 2,155 Add back non-cash and/or non-operating expenses: Depreciation 2,621 3,271 Amortisation 706 698 Changes in working capital: (Increase)/decrease in receivables (107,751) 25,545 Increase/(decrease) in payables 22,776 (8,259) Other: Share-based payment expense 2,280 2,824 Foreign currency translation adjustments 2,232 (1,007) Cash (outflow)/inflow from operating activities (13,690) 25,227 179 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 30 Reconciliation of net cash flow to movement in net bank debt 2024 €’000 2023 €’000 GROUP Increase/(decrease) in cash and overdrafts in the year 16,301 (18,287) Movement in restricted cash (Note 31) 121 173 Cash flow from movement in borrowings (Note 31) (12,527) (18,764) Increase/(decrease) in net debt resulting from cash flows 3,895 (36,878) Debt acquired during the year (Note 31) – (22,664) Non-cash movement in borrowings during the year (Note 31) (2,663) 577 Foreign currency translation on cash and cash equivalents 1,039 235 Movement in net bank debt in the year 2,271 (58,730) Net bank debt at beginning of year (149,947) (91,217) Net bank debt at end of year (147,676) (149,947) COMPANY (Decrease)/Increase in cash and overdrafts in the year (Note 31) (3,850) 6,374 Cash flow from movement in borrowings (Note 31) (31,379) – (Decrease)/increase in net bank debt resulting from cash flows (35,229) 6,374 Non-cash movement in borrowings during the year (Note 31) (2,663) 577 Movement in net bank debt in the year (37,892) 6,951 Net bank debt at beginning of year (177,719) (184,670) Net bank debt at end of year (215,611) (177,719) 180 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 Analysis of changes in net debt 1 January 2024 €’000 Cash flow €’000 Acquisitions €’000 Disposals (Note 4)* €’000 Non-cash movement €’000 31 December 2024 €’000 GROUP Cash and cash equivalents 85,652 17,147 – (846) 1,039 102,992 Restricted cash 173 121 – – – 294 Total cash 85,825 17,268 – (846) 1,039 103,286 Bank loans repayable within one year (13,168) 3,852 – – – (9,316) Bank loans repayable after one year** (222,604) (16,379) – – (2,663) (241,646) Bank loans (235,772) (12,527) – – (2,663) (250,962) Net bank debt (149,947) 4,741 – (846) (1,624) (147,676) Lease obligations (146,217) 25,570 – 24,803 (59,348) (155,192) Net debt (296,164) 30,311 – 23,957 (60,972) (302,868) * The disposals movement in 2024 relates to the business and asset disposals included in Note 4. ** The Non-cash movement in 2024 relates to foreign currency movement and amortisation of refinancing transaction fees. 1 January 2023 €’000 Cash flow €’000 Acquisitions €’000 Disposals* €’000 Non-cash movement €’000 31 December 2023 €’000 GROUP Cash and cash equivalents 103,704 (21,232) 3,080 (135) 235 85,652 Restricted cash – 173 – – – 173 Total cash 103,704 (21,059) 3,080 (135) 235 85,825 Bank loans repayable within one year (7,490) (5,678) – – – (13,168) Bank loans repayable after one year** (187,431) (13,086) (22,664) – 577 (222,604) Bank loans (194,921) (18,764) (22,664) – 577 (235,772) Net bank cash/(debt) (91,217) (39,823) (19,584) (135) 812 (149,947) Lease obligations (120,234) 21,488 (29,168) 1,044 (19,347) (146,217) Net debt (211,451) (18,335) (48,752) 909 (18,535) (296,164) * The disposal movement in 2023 relates to the business disposals during the year. ** The Non-cash movement in 2023 relates to foreign currency movement and amortisation of refinancing transaction fees. 181 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 31 Analysis of changes in net debt (continued) 1 January 2024 €’000 Cash flow €’000 Disposals €’000 Non-cash movement €’000 31 December 2024 €’000 COMPANY Cash and cash equivalents 9,135 (3,850) – – 5,285 Total cash 9,135 (3,850) – – 5,285 Bank loans repayable after one year (186,854) (31,379) – (2,663) (220,896) Bank loans (186,854) (31,379) – (2,663) (220,896) Net bank debt (177,719) (35,229) – (2,663) (215,611) Lease obligations (38,271) 3,347 22,598 (2,422) (14,748) Net debt (215,990) (31,882) 22,598 (5,085) (230,359) 1 January 2023 €’000 Cash flow €’000 Non-cash movement €’000 31 December 2023 €’000 COMPANY Cash and cash equivalents 2,761 6,374 – 9,135 Total Cash 2,761 6,374 – 9,135 Bank loans repayable after one year (187,431) – 577 (186,854) Bank loans (187,431) – 577 (186,854) Net bank debt (184,670) 6,374 577 (177,719) Lease obligations (42,119) 4,103 (255) (38,271) Net debt (226,789) 10,477 322 (215,990) 182 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments Financial instruments by category The accounting policies for financial instruments have been applied to the line items below: Financial assets at FVOCI* Financial assets at amortised cost Total Notes €’000 €’000 €’000 Financial assets 2024 Investments in equity instruments 13 25 – 25 Trade and other receivables** 16 – 232,574 232,574 Cash and cash equivalents 17 – 102,992 102,992 Restricted cash 17 – 294 294 25 335,860 335,885 2023 Investments in equity instruments 13 25 – 25 Trade and other receivables** 16 – 213,202 213,202 Cash and cash equivalents 17 – 85,652 85,652 Restricted cash 17 – 173 173 25 299,027 299,052 * Fair value through other comprehensive income. ** Excluding prepayments and accrued income. 183 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Financial liabilities at FVTPL* Financial liabilities at amortised cost Total Notes €’000 €’000 €’000 Financial liabilities 2024 Borrowings 18 – 250,962 250,962 Trade and other payables** 22 – 550,524 550,524 Deferred contingent consideration 19 39,182 – 39,182 Lease obligations 21 – 155,192 155,192 39,182 956,678 995,860 2023 Borrowings 18 – 235,772 235,772 Deferred acquisition consideration 22 – 100 100 Trade and other payables** 22 – 465,350 465,350 Deferred contingent consideration 19 75,061 – 75,061 Lease obligations 21 – 146,217 146,217 75,061 847,439 922,500 * Fair value through profit and loss. ** Excluding non-financial liabilities. Fair value The following table sets out the fair value of the Group’s principal financial assets and liabilities. 2024 2024 2023 2023 Carrying value Fair value Carrying value Fair value Notes €’000 €’000 €’000 €’000 Financial assets Investments in equity instruments 13 25 25 25 25 Trade and other receivables 16 232,574 232,588 213,202 213,215 Cash and cash equivalents 17 102,992 102,992 85,652 85,652 Restricted cash 17 294 294 173 173 335,885 335,899 299,052 299,065 Financial liabilities Borrowings 18 250,962 250,962 235,772 235,772 Deferred acquisition consideration 22 – – 100 100 Trade and other payables 22 550,524 550,524 465,350 465,350 Deferred contingent consideration 19 39,182 39,182 75,061 75,061 Lease obligations 21 155,192 155,192 146,217 146,217 995,860 995,860 922,500 922,500 184 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Measurement of fair values In the preparation of the financial statements, the Group finance department, which reports directly to the Chief Financial Officer (CFO), reviews and determines the major methods and assumptions used in estimating the fair values of the financial assets and liabilities which are set out below: Investments in equity instruments Investments in equity instruments are measured at fair value through other comprehensive income (FVOCI). Trade and other receivables/trade and other payables For receivables and payables with a remaining life of less than 12 months or demand balances, the carrying value less impairment provision where appropriate, is deemed to reflect fair value. Cash and cash equivalents, including short-term bank deposits For short-term bank deposits and cash and cash equivalents, all of which have a maturity of less than three months, the carrying amount is deemed to reflect fair value. Interest-bearing loans and borrowings For floating rate interest-bearing loans and borrowings with a contractual repricing date of less than 6 months, the nominal amount is deemed to reflect fair value. For loans with repricing dates of greater than 6 months, the fair value is calculated based on the present value of the expected future principal and interest cash flows discounted at appropriate market interest rates (level 2) effective at the Balance Sheet date and adjusted for movements in credit spreads. Deferred acquisition consideration Discounted cash flow method was used to capture the present value of the expected future economic benefits that will flow out of the Group arising from the deferred acquisition consideration. Deferred contingent consideration The fair value of the deferred contingent consideration is calculated by discounting the expected future payment to the present value. The expected future payment represents the deferred contingent consideration which would become payable based on pre-defined performance thresholds being met and is calculated based on management’s best estimates of the expected future cash outflows using current budget forecasts. The provision for deferred contingent consideration is principally in respect of acquisitions completed from 2018 to 2022. A maturity analysis of the deferred contingent consideration on an undiscounted basis is presented on page 189. The significant unobservable inputs are: » Expected future profit forecasts which have not been disclosed due to their commercial sensitivities; and  » Risk adjusted discount rate of between 2.5% and 4.0% (2023: between 2.5% and 4.0%). The estimated fair value would increase/(decrease) if the: » Expected future profit forecasts were higher/(lower); and » Risk adjusted discount rate was lower/(higher). For the fair value of deferred contingent consideration, a 1% increase in the risk adjusted discount rate at 31 December 2024, holding the other inputs constant would reduce the fair value of the deferred contingent consideration by €0.3m. A 1% decrease in the risk adjusted discount rate would result in an increase of €0.3m in the fair value of the deferred contingent consideration. 185 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Fair value hierarchy The following table sets out the fair value hierarchy for financial instruments which are measured at fair value. Level 1 €’000 Level 2 €’000 Level 3 €’000 Total €’000 Recurring fair value measurements At 31 December 2024 Investments in equity instruments – – 25 25 Deferred contingent consideration – – (39,182) (39,182) – – (39,157) (39,157) At 31 December 2023 Investments in equity instruments – – 25 25 Deferred contingent consideration – – (75,061) (75,061) – – (75,036) (75,036) There were no transfers between the fair value levels for recurring fair value measurements during the year. The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. 186 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Fair value measurements using significant unobservable inputs (level 3) The following table presents the changes in level 3 items for the years ended 31 December 2024 and 31 December 2023: Shares in unlisted companies Deferred contingent consideration Total €’000 €’000 €’000 At 1 January 2023 25 (91,798) (91,773) Utilised during the year – 8,234 8,234 Unwinding of discount* – (2,506) (2,506) Released during the year* – 9,624 9,624 Foreign currency movement – 1,385 1,385 At 31 December 2023 25 (75,061) (75,036) Utilised during the year – 16,454 16,454 Unwinding of discount* – (1,540) (1,540) Released during the year* – 39,247 39,247 Recognised during the year* – (21,622) (21,622) Divestment – 4,446 4,446 Foreign currency movement – (1,106) (1,106) At 31 December 2024 25 (39,182) (39,157) * These amounts have been credited/(charged) to the Income Statement in finance income/costs. Financial risk management The Group’s operations expose it to various financial risks. The Group has a risk management framework in place which seeks to limit the impact of these risks on the financial performance of the Group and it is the Group’s policy to manage these risks in a non-speculative manner. The Group has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk, currency risk, interest rate risk and price risk. This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies, and processes for measuring and managing the risk. Further quantitative disclosures are included throughout this note. The Group’s financial risk management is carried out by a central finance department under policies approved by the Board of Directors. Group finance identifies, evaluates, and manages financial risks in close co-operation with the Group’s operating units. The Board approves written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and the investment of excess liquidity. 187 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Credit risk Credit risk arises from credit to customers, loans to customers, deferred consideration receivable, restricted cash, as well as cash and cash equivalents including deposits with banks and financial institutions. The Group manages credit risk through the use of credit limits for customers, regular review of the ageing of trade and other receivables, and the review and monitoring of customer and bank credit ratings. Trade receivables Credit risk arising in the context of the Group’s operations is not significant with the provision for impairment at the Balance Sheet date amounting to 2.4% of gross trade receivables (2023: 2.0%). The Group accounts for its credit risk by appropriately providing for expected credit losses on a timely basis. In calculating the expected credit loss rates, the Company considers historical loss rates for each category of customers and adjusts for forward looking macroeconomic data. Customer credit risk is managed at appropriate Group locations according to established policies, procedures and controls. Customer credit quality is assessed in line with strict credit rating criteria and credit limits are established where appropriate. Outstanding customer balances are regularly monitored and a review for indicators of impairment (evidence of financial difficulty of the customer, payment default, breach of contract etc.) is carried out at each reporting date. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The accrued income and other receivables are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet identified. For these receivables the estimated impairment losses are recognised in a separate provision for impairment. The Group considers that there is evidence of impairment if any of the following indicators are present: » Significant financial difficulties of the receivable; » Probability that the receivable will enter bankruptcy or financial reorganisation; » Default or delinquency in payments (more than 30 days overdue). Receivables for which an impairment provision was recognised are written off against the provision when there is no expectation of recovering additional cash. Impairment losses are recognised in the Income Statement within selling and distribution costs. Subsequent recoveries of amounts previously written off are credited against selling and distribution costs where the initial impairment was recorded. Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as follows: 2024 €’000 2023 €’000 At 1 January 4,217 5,786 Provision for impairment recognised during the year 1,761 929 Receivables written off during the year as uncollectible (222) (198) Recovery of balances previously provided for (236) (2,339) Foreign currency translation 36 39 At 31 December 5,556 4,217 The trade receivables balances disclosed in Note 16 comprise a large number of customers spread across the Group’s activities and geographies with balances classified as “not past due” representing 86.2% of the total trade receivables balance at the Balance Sheet date (2023: 79.4%). Invoice discounting arrangements are employed in certain of the Group’s operations where they are deemed to be of benefit by management. 188 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Under the terms of the invoice discounting non-recourse agreement, the Group has transferred substantially all credit risk and control of certain trade receivables. The balance of the facility as at 31 December 2024 is €111,765,000 (2023: €111,765,000). The Group has recognised an asset within trade and other receivables of €16,765,000 (2023: €16,765,000), being the fair value of the amount receivable from the financial institutions, representing 15% of the trade receivables transferred to the financial institutions in accordance with the terms of the receivables purchase arrangement. The total interest expense associated with this receivables purchase agreement during the year ended 31 December 2024 was €5,156,000 (2023: €4,765,000). Furthermore, the Group has a further facility for invoice discounting that is with recourse to the Group. The balance of this facility at 31 December 2024 was €9,316,000 (2023: €13,168,000). The total interest expense associated with this invoice discounting facility during the year ended 31 December 2024 was €828,000 (2023: €762,000). The cash inflows and outflows related to the invoice discounting facility are reported on a net basis in the Group Cash Flow Statement as the turnover is quick. The ageing of trade receivables at 31 December 2024 and 2023 was: 2024 €’000 2023 €’000 Not past due 193,670 161,124 Past due 0 – 30 days 22,080 29,740 30 – 60 days 6,117 5,762 60 days 2,860 6,223 Total past due 31,057 41,725 Total trade receivables 224,727 202,849 Cash and cash equivalents Cash and cash equivalents give rise to credit risk on amounts due from counterparty financial institutions (stemming from their insolvency or a downgrade in their credit ratings). Credit risk is managed by the regular review of the credit ratings of these financial institutions and limiting the aggregate amount and duration of exposure to any one counterparty primarily depending on its credit rating. All the Group’s cash and cash equivalents are currently held with financial institutions which have investment grade credit ratings ranging from A-1 to A-3 (2023: A-1 to A-3). Other financial assets The Group has investments in companies with a strategic interest to the Group which are of a non- speculative nature. The investments and any impairment provisions are outlined in Note 13. The carrying amount of financial assets, net of impairment provisions, represents the Group’s maximum credit exposure. The maximum exposure to credit risk at year end was as follows: 2024 €’000 2023 €’000 Trade and other receivables* 232,574 213,202 Cash and cash equivalents 102,992 85,652 Restricted cash 294 173 Total 335,860 299,027 * Excluding prepayments and accrued income. 189 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Liquidity risk The Group manages liquidity risk through maintaining sufficient cash and cash equivalents to meet obligations when due, credit facilities and overdraft facilities, monitoring and managing the maturity of borrowings, regular review of the ageing of trade and other receivables, and review and monitoring of customer and bank credit ratings. Management monitors forecasts of the maturity of the Group’s borrowings and other obligations. Management forecasts cash flows expected to settle the Group’s obligations and actively monitors the level of cash and facilities available to settle the Group’s obligations as they fall due. Forecasts of cash flows to settle trade and other payables are generally carried out at a subsidiary level in the operating companies of the Group in accordance with practice and limits set up by the Group. The following table outlines the undiscounted contractual maturities of the Group’s financial liabilities at the Balance Sheet date. The undiscounted cash flows and maturity profile differ from the amount included in the Balance Sheet because the Balance Sheet amount is based on the discounted cash flows. Less than 6 months €’000 6 to 12 months €’000 Between 1 and 2 years €’000 Between 2 and 5 years €’000 Over 5 years €’000 Total contractual cash flows €’000 Contractual maturity of financial liabilities At 31 December 2024 Borrowings 9,404 – – 271,868 – 281,272 Deferred contingent consideration 7,040 25,534 7,579 – – 40,153 Lease obligations 11,701 11,172 20,716 52,937 105,592 202,118 Trade and other payables 550,524 – – – – 550,524 578,669 36,706 28,295 324,805 105,592 1,074,067 At 31 December 2023 Borrowings 13,347 – – 292,461 – 305,808 Deferred acquisition consideration 100 – – – – 100 Deferred contingent consideration 21,788 22,616 15,507 18,350 – 78,261 Lease obligations 11,284 10,888 20,499 51,170 80,450 174,291 Trade and other payables 465,350 – – – – 465,350 511,869 33,504 36,006 361,981 80,450 1,023,810 Deferred contingent consideration is provided based on management’s assessment of the fair value of the liability taking into account the expected profitability of the acquisition. The maximum amount of additional deferred contingent consideration not provided for in the financial statements is €6,435,000 (2023: €67,608,000) assuming the acquisitions satisfy all performance conditions as set out in their acquisition. Lender covenants The Group entered into a banking facility in August 2022 that expanded both the size and number of participating banks in the syndicate. Under this facility the Group is subject to two covenants: leverage ratio and interest cover. Banking covenants are subject to bi-annual review, and during 2024 all covenants have been fully complied with. These covenants are expected to be complied with for the period twelve months after the reporting date. 190 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Currency risk The Group primarily operates in the Republic of Ireland and the majority of the Group’s activities are conducted in Euro. Elements of the Group’s operations are carried out in the UK, Europe, the US and Asia Pacific. As a result, the Group is exposed to structural currency fluctuations in respect of Sterling, Swedish Krona, the US Dollar and the Australian Dollar primarily. To the extent that the non-Euro denominated assets and liabilities of the Group do not offset, the Group is exposed to structural currency risk. Such movements are reported through the Group Statement of Comprehensive Income. The Euro is the principal currency of the Group’s Irish and European businesses, Sterling is the principal currency of the Group’s UK businesses, the Swedish Krona is the principal currency of our Nordic businesses, the US Dollar is the principal currency of our US businesses, and the Australian Dollar is the principal currency of our Australian businesses. The Group seeks to manage the foreign currency translation risk arising from an investment in a foreign operation through the drawdown of borrowings denominated in the relevant currency and designating it as a net investment hedge against the investment in the foreign operation. The Group actively monitors the level of foreign exchange exposure and ensures that its net exposure is kept at an acceptable level. Currency risks are regularly monitored and managed by utilising spot and forward foreign currency contracts as appropriate for settling liabilities arising from the purchase of goods for resale in non-functional currencies. The majority of transactions entered into by Group entities are denominated in functional currencies and no significant level of hedging is required. A portion of the Group’s USD denominated borrowings with a nominal amount of USD 15.0 million (2023: USD 34.5 million) is designated as a hedge of a portion of the net investment in the Group’s USD net assets amounting to USD 15.0 million (2023: 34.5 million). A portion of the Group’s GBP denominated borrowings with a nominal amount of GBP 9.1 million (2023: GBP 9.1 million) is designated as a hedge of a portion of the net investment in the Group’s GBP net assets amounting to GBP 9.1 million (2023: GBP 9.1 million). A portion of the Group’s AUD denominated borrowings with a nominal amount of AUD 4.2 million (2023: AUD 4.2 million) is designated as a hedge of a portion of the net investment in the Group’s AUD net assets amounting to AUD 4.2 million (2023: AUD 4.2 million). The hedge ratio was 1:1 and there was no ineffectiveness recognised in the Group Income Statement during the year (2023: nil). 2024 €’000 2023 €’000 Carrying value of net investment hedge 27,793 44,232 (Loss)/Gain recognised in other comprehensive income (2,139) 1,008 Currency Risk Sensitivity Analysis The following table demonstrates the sensitivity of profit after tax and total equity to movements in the GBP/USD/SEK/AUD exchange rate with all other variables held constant: 2024 €’000 2023 €’000 +/– 5% change in GBP/USD/SEK/AUD Exchange rates Impact on profit after tax* 1,190 225 Impact on total equity** 3,365 1,413 * The impact on profit after tax is based on changing the GBP/USD/SEK/AUD exchange rate used in calculating profit after tax for the year. ** The impact on total equity is calculated by changing the GBP/USD/SEK/AUD exchange rate used in measuring the closing balance sheet plus the impact to profit after tax for the period. 191 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 32 Financial instruments (continued) Interest rate risk The Group has no fixed rate borrowings and its receivables are carried at amortised cost. At 31 December 2024, the Group revolving credit facility (RCF) is subject to an interest rate charge based on inter-bank interest rates (EURIBOR, GBP SONIA and USD SOFR) +1.69%. Interest charged on the RCF is subject to change based on the Group’s leverage ratio. Invoice discounting and non-recourse facilities are subject to interest rate charges based on the relevant inter-bank rate/Prime +1.10% to +2.0%. 2024 €’000 2023 €’000 Variable rate borrowings (Note 18) 250,962 235,772 A decrease of fifty basis points in the interest rate would have reduced interest payable on borrowings in finance costs by €1,261,000 (2023: €1,187,000) and consequently increased our profit before tax and equity. An increase of fifty basis points would have increased interest payable on borrowings in finance costs and consequently reduced our profit before tax and equity by an equal and opposite amount. A similar movement with regard to the non-recourse facility would result in a reduction/increase of €475,000 (2023: €475,000) in interest payable. Price risk The Group’s exposure to equity price risk arises from investments held by the Group and classified in the Balance Sheet as investments in equity instruments. The investments in equity instruments are measured at fair value through OCI. The Group is exposed to the risk of an illiquid market for unlisted companies as these investments are not traded on an active market. Capital management The Group’s objectives when managing capital are to: » Safeguard its ability to continue as a going concern and to continue to provide a return for shareholders; and » Maintain an optimal capital structure and reduce the overall cost of capital. In managing its capital structure, the Group’s capital consists of total equity and net bank debt. The Board monitors the return on capital employed and dividend policy in order to optimise shareholder value while allowing the Group to take advantage of opportunities that might arise to grow the business and to sustain the ongoing development of the Group. At the year end, the Group was in a net bank debt position of €147,676,000 (2023: net bank debt of €149,947,000). Total equity of the Group at 31 December 2024 was €401,881,000 (2023: €333,620,000). The Directors periodically review the capital structure of the Group, considering the cost of capital and the associated risks. 33 Future capital expenditure not provided for At 31 December 2024 the Group had capital commitments of €38,717,000 (2023: €69,232,000). 2024 €’000 2023 €’000 Contracted for Intangible assets 26,447 35,195 Property, plant and equipment 12,270 34,037 38,717 69,232 The majority of the amount that is contracted for relates to the strategic investment in a new Supply Chain & Retail distribution facility in Dublin, Ireland. 192 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 34 Contingent liabilities Subsidiaries Pursuant to the provisions of Section 357, Companies Act 2014, the Company has put in force in respect of the whole of the financial year ended 31 December 2024 an irrevocable guarantee of all commitments entered into by a subsidiary including amounts shown as liabilities in the statutory financial statements of the relevant subsidiary. The list of relevant subsidiaries is as follows: Uniphar Wholesale Limited, Allphar Services Limited, Uniphar Commercial Ireland Limited, Allcare Management Services Limited, Uniphar Durbin Ireland Limited, Point of Care Health Services Limited, Lindchem Designated Activity Company, Trennamally Limited, Cahill May Roberts Limited, Uniphar Europe Limited, M3 Medical Limited, Pagni Pharmacies Limited, Uniphar Medtech Limited, Pyramach Limited, Innerstrength Limited, Uniphar Pharma Solutions Limited, Proluca Pharma Limited and Scale Holdings Limited. Guarantees The Company and certain subsidiaries have issued guarantees totalling €41,000 (2023: €67,000) in respect of bank borrowings undertaken by past customers of Cahill May Roberts Limited. The fair values of these guarantees are negligible. From a Company perspective, the fair value of contingent liabilities at year end is €nil (2023: €nil). Legal matters or claims From time to time, in the normal course of business, the Group can be subject to claims from various parties. Having considered the status of such matters as at 31 December 2024, the Directors are satisfied that there are no such matters which require either a provision or contingent liability disclosure in the financial statements. 35 Business Combinations 2023 Acquisitions The initial assessment of the fair values of the major classes of assets acquired and liabilities assumed in respect of the acquisitions which were completed in 2023 were performed on a provisional basis (with the exception of McCauley Pharmacy Group which was finalised in 2023). The fair values attributable to the assets and liabilities of these acquisitions have now been finalised. There were no fair value adjustments made to the comparative figures during the subsequent reporting window within the measurement period imposed by IFRS 3. 36 Related party transactions IAS 24 Related Party Disclosures requires the disclosure of compensation paid to the Group’s key management personnel. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Group. The Group classifies members of its executive team as key management personnel. The executive team is the body of senior executives that formulates business strategy with the Directors, follows through on implementation of that strategy and directs and controls the activities of the Group on a day-to-day basis. The key management personnel consists of two Executive Directors (2023: two), six Non-Executive Directors (2023: six), and an additional nine (2023: nine) individual members at 31 December 2024. 2024 €’000 2023 €’000 Remuneration of key management personnel Short-term employee benefits (including share-based payment charges) 12,602 11,745 Post-employment benefits 307 295 12,909 12,040 193 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 37 Group companies Holding company Principal activity Uniphar plc Investment holding company The following are the significant subsidiary undertakings of Uniphar plc at 31 December 2024: Incorporated and trading in Subsidiary name Ownership %** Principal Activity Ireland Allcare Management Services Limited* 100 Pharmacy support services Ireland Allphar Services Limited* 100 Pharmaceutical supply chain and services Ireland Cahill May Roberts Limited* 100 Non-trading property holding company Ireland Lindchem Designated Activity Company* 100 Pharmacy holding company Ireland M3 Medical Limited* 100 Medical device distribution Ireland Pagni Pharmacies Limited* 100 Pharmacy holding company Ireland Point of Care Health Services Limited* 100 Specialist nursing and infusion services Ireland Pyramach Limited* 100 Pharmacy holding company Ireland Uniphar Medtech Limited* 100 Medical device distribution Ireland Trennamally Limited* 100 Pharmacy holding company Ireland Scale Holdings Limited* 100 Medical device distribution holding company Ireland Uniphar Durbin Ireland Limited* 100 Specialist provider of pharmaceuticals Ireland Uniphar Europe Limited* 100 Investment holding company Ireland Uniphar Wholesale Limited* 100 Pharmaceutical wholesale distributor Ireland Uniphar Commercial Ireland Limited* 100 Outsourcing and resourcing Ireland Innerstrength Limited* 100 Healthcare technology Ireland Uniphar Pharma Solutions Limited* (formerly Uniphar Commercial Solutions Limited) 100 Medical affairs services Ireland Proluca Pharma Limited* 100 Pharmaceutical supply chain and services UK Dialachemist Limited 100 Online pharmacy and product fostering UK Durbin plc 100 Specialist provider of pharmaceuticals UK Macromed (UK) Limited 95.71 Medical device distribution UK Outcome Medical Solutions Limited 100 Investment holding company UK Uniphar Medtech UK Limited 100 Medical device distribution UK Uniphar People UK Limited 100 Outsourcing and resourcing UK Unisource Limited 100 Investment holding company UK Uniphar Commercial (E4H) UK Limited 100 Pharmaceutical marketing UK Devonshire Healthcare Services Limited 100 Specialist provider of pharmaceuticals UK Doncaster Pharma Limited 85 Specialist provider of pharmaceuticals Finland EPS Vascular OY 100 Medical device distribution Sweden EPS Vascular AB 100 Medical device distribution Sweden Uniphar Pharma Nordics AB 100 Outsourcing and resourcing 194 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 37 Group companies (continued) Incorporated and trading in Subsidiary name Ownership %** Principal Activity The Netherlands Angiocare B.V. 100 Medical device distribution The Netherlands BModesto Vastgoed B.V. 85 Holding company The Netherlands BMclinical B.V. 85 Specialist provider of pharmaceuticals The Netherlands BModesto B.V. 85 Specialist provider of pharmaceuticals The Netherlands SynCo Pharma B.V. 85 Specialist provider of pharmaceuticals The Netherlands BMmedical B.V. 85 Medical device distribution Switzerland CoRRect Medical Switzerland GmbH 100 Medical device distribution Germany CoRRect Medical GmbH 100 Medical device distribution US Uniphar USA, Inc. 100 Investment holding company US Uniphar PA USA, LLC 100 Investment holding company US Uniphar C&C USA, LLC 100 Investment holding company US Durbin, Inc. 100 Investment holding company US Pharmaceutical Trade Services, Inc. 100 Specialist provider of pharmaceuticals US Diligent Health Solutions, LLC 100 Telecommunications support US RRD International, LLC 100 Pharmaceutical advisory US Mdea, Inc. 100 Medical affairs services US The Doctor’s Channel, LLC 100 Medical affairs services US BESTMSLS, Inc 100 Medical affairs services US Uniphar Logistics USA, LLC 100 Medical device distribution Australia Uniphar Australia Pty Limited 100 Investment holding company Australia Orspec Pharma Pty Limited 100 Specialist provider of pharmaceuticals Singapore Orspec Pharma PTE Limited 100 Specialist provider of pharmaceuticals New Zealand Orspec Pharma Management Limited 100 Specialist provider of pharmaceuticals * As disclosed in Note 34, each of the above Irish registered wholly-owned subsidiaries of the Company may avail of the exemption from filing its statutory financial statements for the year ended 31 December 2024 as permitted by Section 357 of the Companies Act 2014 and there is in force an irrevocable guarantee from the Company in respect of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of Section 357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended 31 December 2024. ** With the exception of the USA subsidiaries, where the holding is in the form of membership interests, all holdings are in the form of ordinary shares. The above table includes four pharmacy holding companies, Lindchem Designated Activity Company, Pagni Pharmacies Limited, Pyramach Limited and Trennamally Limited. Collectively these holding companies hold investments in individual trading pharmacies operating under the Allcare, Hickey’s and McCauley pharmacy brands. Trading pharmacy entities are individually not deemed significant for the purposes of this disclosure. Pursuant to Sections 314-316 of the Companies Act, 2014, a full list of subsidiaries, joint ventures and associated undertakings will be annexed to the Company’s Annual Return to be filed in the Companies Registration Office in Ireland. 195 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 37 Group companies (continued) Incorporated in ROI Registered office All Irish incorporated companies 4045 Kingswood Road Citywest Business Park Co. Dublin D24 V06K Ireland Incorporated in UK Registered offices Uniphar Medtech UK Limited Uniphar Medtech Holdings UK Limited 6 Wildflower Way Boucher Road Belfast BT12 6TA Northern Ireland Uniphar Commercial (E4H) UK Limited 3 Waterloo Farm Courtyard Stotfold Road Arlesey Bedfordshire S515 6XP United Kingdom All other UK incorporated companies 6th Floor One London Wall London EC2Y 5EB United Kingdom Incorporated in The Netherlands Registered offices Angiocare B.V. Eemweg 00031 21 3755LC Eemnes The Netherlands Uniphar Pharma B.V. De Tweeling 00020 5215MC S-Hertogenbosch The Netherlands All other Netherlands incorporated companies Minervaweg 2 8239 DL Lelystad The Netherlands 196 Overview Strategic Review Governance Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 37 Group companies (continued) Incorporated in the US Registered offices Durbin, Inc. Pharmaceutical Trade Services, Inc. 5820 Gulf Tech Drive Ocean Springs Mississippi 39564 United States RRD International, LLC 838 Walker Road Suite 21-2 Dover, Kent, Delaware 19904 United States Diligent Health Solutions, LLC 2595 Interstate Drive Suite 103 Harrisburg PA17110 United States Mdea, Inc. The Doctor’s Channel, LLC BESTMSLs, Inc. 9075 S. Eastern Ave., Suite 6-260 Las Vegas, Nevada, 89123 United States All other USA incorporated companies 1209 Orange Street Wilmington New Castle County Delaware 19801 United States Incorporated in Sweden Registered offices Uniphar Pharma Nordics AB Regeringsgatan 29 111 53 Stockholm Sweden All other Swedish incorporated companies Hamnplanen 24 263 61 Viken Skåne län Sweden Incorporated in Finland Registered office EPS Vascular OY Hauralantie 43 37800 LEMPÄÄLÄ Finland Incorporated in Germany Registered office CoRRect Medical GmbH Bahnhofstrasse 32 82041 Oberhaching Germany Incorporated in Switzerland Registered office CoRRect Medical Switzerland GmbH Seefeldstrasse 19 8008 Zürich Switzerland 197 Uniphar Plc Annual Report 2024 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 37 Group companies (continued) Incorporated in Australia Registered office Uniphar Australia Pty Limited Orspec Pharma Pty Limited c/o Baker & McKenzie Tower One International Towers Sydney Level 46 100 Barangaroo Avenue Sydney, NSW 2000 Australia Incorporated in Singapore Registered office Orspec Pharma PTE Limited 18 Howard Road #06-07 Novelty Bizcentre Singapore, 369585 Incorporated in New Zealand Registered office Orspec Pharma Management Limited c/o NZ Tax Accountants Limited Suite A Floor 8 Harbourview Building 152 Quay Street Auckland Central Auckland 1010 New Zealand The following were changes to the Group’s structure during 2024: » In December 2024, the Group disposed of 100% of the membership interests of Inspired Insight, LLC; » In March 2024, the Group disposed of 100% of the ordinary share capital of Duffy’s Medical Hall Limited; » As set out in Note 27, the Group purchased the remaining 20% shareholding in Dialachemist Limited and the remaining 1% shareholding in Innerstrength Limited increasing the ownership in both entities to 100%. The Group also acquired a further 0.76% of Macromed (UK) Limited taking the Group share from a 94.95% to 95.71% shareholding. During 2024, the Group incorporated the following companies: » CoRRect Medical Switzerland GmbH. 38 Post balance sheet events The Board has approved to commence, but not yet contracted, the launch of a share buyback programme subject to market conditions. There were no other material events subsequent to 31 December 2024 that would require adjustment to or disclosure in this report. 39 Approval of financial statements The Directors approved the financial statements on 24 February 2025. 198 Overview Strategic Review Governance Financial Statements The Group reports certain financial measurements that are not required under IFRS. These key alternative performance measures (APMs) represent additional measures in assessing performance and for reporting both internally, and to shareholders and other external users. The Group believes that the presentation of these APMs provides useful supplemental information which, when viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the underlying financial and operating performance of the Group and its divisions. These measurements are also used internally to evaluate the historical and planned future performance of the Group’s operations. None of these APMs should be considered as an alternative to financial measurements derived in accordance with IFRS. The APMs can have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of results as reported under IFRS. During 2024, the Group amended the definition of the Free cash flow conversion to include the principal and interest payments on leases as a deduction to EBTIDA. This change enhances the understanding and comparability of the financial statements. The principal APMs used by the Group, together with reconciliations where the APMs are not readily identifiable from the financial statements, are as follows: Definition Why we measure it EBITDA & Adjusted EBITDA Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share-based payment expense. Earnings before exceptional items, net finance expense, income tax expense, depreciation, intangible assets amortisation and share- based payment expense, adjusted for the impact of IFRS 16 and the pro-forma EBITDA of acquisitions. EBITDA provides management with an assessment of the underlying trading performance of the Group and excludes transactions that are not reflective of the ongoing operations of the business, allowing comparison of the trading performance of the business across periods and/or with other businesses. Adjusted EBITDA is used for leverage calculations. Net bank debt Net bank debt represents the net total of current and non‑current borrowings, cash and cash equivalents, and restricted cash as presented in the Group Balance Sheet. Net bank debt is used by management as an input into the Group’s current leverage calculation which management will consider when evaluating investment opportunities, potential acquisitions, and internal resource allocation. Net debt Net debt represents the total of net bank debt, plus current and non-current lease obligations as presented in the Group Balance Sheet. Net debt is used by management as it gives a complete picture of the Group’s debt including the impact of lease liabilities recognised under IFRS 16. Leverage Net bank debt divided by adjusted EBITDA for the period. Leverage is used by management to evaluate the Group’s ability to cover its debts. This allows management to assess the ability of the Company to use debt as a mechanism to facilitate growth. Adjusted Operating Profit This comprises operating profit as reported in the Group Income Statement before amortisation of acquired intangible assets and exceptional items (if any). Adjusted operating profit is used to assess the underlying operating performance excluding the impact of non-operational items. This is a key measure used by management to evaluate the businesses’ operating performance. ALTERNATIVE PERFORMANCE MEASURES 199 Uniphar Plc Annual Report 2024 ALTERNATIVE PERFORMANCE MEASURES (CONTINUED) Definition Why we measure it Adjusted earnings per share & Like-for- Like adjusted earnings per share This comprises profit for the financial period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), amortisation of acquisition related intangibles (and related tax thereon) and share-based payment expense, divided by the weighted average number of shares in issue in the period. Like-for-like adjusted earnings per share is calculated for both the current and prior period by dividing the profit of the relevant period attributable to owners of the parent as reported in the Group Income Statement before exceptional items (if any), amortisation of acquisition related intangibles and share-based payment expense, by the weighted average number of shares in issue in the current period. Adjusted EPS is used to assess the after- tax underlying performance of the business in combination with the impact of capital structure actions on the share base. This is a key measure used by management to evaluate the businesses operating performance, generate future operating plans, and make strategic decisions. Like-for-like adjusted EPS is used to assess the after-tax underlying performance of the business assuming a constant share base. Free cash flow conversion Free cash flow conversion is calculated as EBITDA, less investment in working capital, less maintenance capital expenditure, less principal and interest payments on leases, and foreign currency translation adjustments, divided by EBITDA. Free cash flow represents the funds generated from the Group’s ongoing operations. These funds are available for reinvestment, and for future acquisitions as part of the Group’s growth strategy. A high level of free cash flow conversion is key to maintaining a strong, liquid balance sheet. Return on capital employed (ROCE) ROCE is calculated as the 12 months rolling operating profit before the impact of exceptional costs and amortisation of acquisition related intangibles, expressed as a percentage of the adjusted average capital employed for the same period. The average capital employed is adjusted to ensure the capital employed of acquisitions and divestments completed during the period is appropriately time apportioned. This measure allows management to monitor business performance, review potential investment opportunities and the allocation of internal resources. EBITDA 2024 €’000 2023 €’000 Operating profit Income Statement 81,989 67,708 Exceptional charge recognised in operating profit Note 4 3,161 10,047 Amortisation Note 11 6,064 6,204 Depreciation Note 12 29,300 29,202 Share-based payment expense Note 28 2,944 2,824 EBITDA 123,458 115,985 Adjust for the impact of IFRS 16 (22,977) (21,666) Pro-forma EBITDA of acquisitions – 543 Adjusted EBITDA 100,481 94,862 200 Overview Strategic Review Governance Financial Statements ALTERNATIVE PERFORMANCE MEASURES (CONTINUED) Net bank debt 2024 €’000 2023 €’000 Cash and cash equivalents Balance Sheet 102,992 85,652 Restricted cash Balance Sheet 294 173 Bank loans repayable within one year Balance Sheet (9,316) (13,168) Bank loans payable after one year Balance Sheet (241,646) (222,604) Net bank debt (147,676) (149,947) Net debt 2024 €’000 2023 €’000 Net bank debt Alternative Performance Measures (147,676) (149,947) Current lease obligations Balance Sheet (22,580) (20,134) Non-current lease obligations Balance Sheet (132,612) (126,083) Net debt (302,868) (296,164) Leverage 2024 €’000 2023 €’000 Net bank debt Alternative Performance Measures (147,676) (149,947) Adjusted EBITDA Alternative Performance Measures 100,481 94,862 Leverage (times) 1.47 1.58 Adjusted operating profit 2024 2023 €’000 €’000 Operating profit Income Statement 81,989 67,708 Amortisation of acquisition related intangibles 3,428 3,341 Exceptional charge recognised in operating profit Note 4 3,161 10,047 Adjusted operating profit 88,578 81,096 201 Uniphar Plc Annual Report 2024 ALTERNATIVE PERFORMANCE MEASURES (CONTINUED) Adjusted earnings per share 2024 €’000 2023 €’000 Adjusted earnings per share has been calculated by reference to the following: Profit for the financial year attributable to owners of the parent 64,203 44,815 Exceptional credit recognised in Income Statement (Note 4) (14,345) (661) Amortisation of acquisition related intangibles 3,428 3,341 Tax credit on acquisition related intangibles (380) (363) Share-based payments expense 2,944 2,824 Profit after tax excluding exceptional items 55,850 49,956 Weighted average number of shares in issue in the year (000’s) 273,015 273,015 Adjusted basic and diluted earnings per ordinary share (in cent) 20.5 18.3 Like-for-like weighted average number of shares (000’s) 273,015 273,015 Like-for-like adjusted earnings per ordinary share (in cent) 20.5 18.3 Free cash flow conversion 2024 €’000 2023 €’000 EBITDA Alternative Performance Measures 123,458 115,985 Increase in inventory Note 29 (17,159) (16,868) Increase in receivables Note 29 (18,378) (67,073) Increase in payables Note 29 84,423 67,717 Foreign currency translation adjustments Note 29 (522) 172 Payments to acquire property, plant and equipment – Maintenance Cash Flow Statement (10,911) (7,192) Payments to acquire intangible assets – Maintenance Cash Flow Statement (6,172) (3,771) Payments on leases – principal and interest Note 21 (25,570) (21,488) Free cash flow 129,169 67,482 Adjustment for settlement of acquired financial liabilities* 1,120 2,068 130,289 69,550 EBITDA 123,458 115,985 Free cash flow conversion 105.5% 60.0% * The adjustment to free cash flow ensures that payments made after an acquisition to settle loans with former shareholders of acquired companies, or other similar financial liabilities, are excluded from the movement in payables in the free cash flow conversion calculation. 202 Overview Strategic Review Governance Financial Statements ALTERNATIVE PERFORMANCE MEASURES (CONTINUED) Return on capital employed 2024 €’000 2023 €’000 2022 €’000 Rolling 12 months operating profit 81,989 67,708 53,155 Adjustment for exceptional costs 3,161 10,047 16,415 Amortisation of acquisition related intangibles 3,428 3,341 2,708 Adjusted 12 months rolling operating profit 88,578 81,096 72,278 Total equity 401,881 333,620 289,783 Net bank debt 147,676 149,947 91,217 Deferred contingent consideration (Note 19) 39,182 75,061 91,798 Deferred consideration payable (Note 22) – 100 523 Total capital employed 588,739 558,728 473,321 Average capital employed 573,734 516,025 Adjustment for acquisitions and divestments (Note A / B below) 10,883 18,556 Adjusted average capital employed 584,617 534,581 Return on capital employed 15.2% 15.2% Note A: Adjustment for divestments (2024) Capital employed €’000 Completion Date Adjustment €’000 Inspired Insight, LLC 21,834 December 2024 10,917 Duffy’s Medical Hall Limited 100 March 2024 (34) Adjustment for divestments during 2024 10,883 Note B: Adjustment for acquisitions (2023) Capital employed €’000 Completion Date Adjustment €’000 McCauley Pharmacy Group 49,407 February 2023 20,586 Other acquisitions completed during 2023 6,564 Various (2,030) Adjustment for acquisitions during 2023 18,556 The adjustment ensures that the capital employed of acquisitions and divestments completed during the period are appropriately time apportioned to align with the corresponding periods for adjusted operating profit. These adjustments include cash consideration, deferred and deferred contingent consideration, debt acquired/disposed, cash acquired/disposed, and any cash impact of shareholder loans or other similar financial liabilities repaid post-acquisition. 203 Uniphar Plc Annual Report 2024 GLOSSARY OF TERMS AGM Annual General Meeting APAC Asia Pacific region APM Alternative Performance Measures Articles Articles of Association of Uniphar plc BESTMSLs Group MDea, Inc, The Doctor’s Channel, LLC, and BESTMSLs, Inc BModesto Group BModesto Vastgoed B.V., BMclinical B.V., BModesto B.V., SynCo Pharma B.V. BMmedical B.V., Doncaster Pharma Limited Board The Board of Directors of Uniphar plc CCPC Irish Competition and Consumer Protection Commission CDP Carbon Disclosure Project CEO Chief Executive Officer CFO Chief Financial Officer CGU Cash-Generating Unit Company Uniphar plc CSO Contract Sales Outsourcing CSRD Corporate Sustainability Reporting Directive Diligent Diligent Health Solutions, LLC Durbin Durbin plc and Durbin Inc EAPs Expanded Access Programs EBITDA Earnings Before Share based payments, Interest, Tax, Depreciation and Amortisation ED&I Equity, Diversity and Inclusion Policy EEIO Environmentally-Extended Input-Output EGM Extraordinary General Meeting EPS Earnings Per Share EPS Group EPS Vascular AB, EP Endovascular AB and EPS Vascular OY ERP Enterprise Resource Planning ESG Environmental, Social, and Governance EU European Union FDA Food and Drug Administration FMD Falsified Medicine Directive FVOCI Fair Value through Other Comprehensive Income FVPL Fair Value through Profit or Loss FY Financial Year FX movement Foreign currency movement GAAP Generally Accepted Accounting Principles GDP Good Distribution Practice Regulations GDPR General Data Protection Regulation GMP Good Manufacturing Practice Regulations GP General Practitioner GxP ‘good practice’ Quality Guidelines and Regulations GRI Global Reporting Initiative Group Uniphar plc and Subsidiary undertakings of Uniphar plc HCP Healthcare Professional HPRA The Irish Health Products Regulatory Authority HSBC HSBC Continental Europe Bank HR Human Resources HSE Health Service Executive in Ireland H&S Health and Safety IAS International Accounting Standard ICP Independent Community Pharmacy ICT Information and Communication Technologies IEA NZE International Energy Agency Net Zero Emissions IFRS International Financial Reporting Standards Inc. Incorporated IPHA Irish Pharmaceutical Healthcare Association IPO Initial Public Offering IPOS Independent Pharmacy Ownership Scheme IT Information Technology KPI Key Performance Indicator LEED Leadership in Energy and Environmental Design LTIP Long Term Incentive Plan MAPs Managed Access Programs MCAM Multi-Channel Account Managers MENA Middle East and North Africa MSL Medical Science Liaison M&A Mergers and Acquisitions N/A Not Applicable NGO Non-Governmental Organisations NHS National Healthcare Service in the United Kingdom OCI Other Comprehensive Income Orspec Group Orspec Pharma Pty Limited, Orspec Pharma PTE Limited, Orspec Pharma Management Limited OTC Over-the-Counter PAYE Pay As You Earn PLC Public Limited Company PPE Personal Protective Equipment PwC PricewaterhouseCoopers Q1 Quarter 1 (1 January to 31 March) Q2 Quarter 2 (1 April to 30 June) Q3 Quarter 3 (1 July to 30 September) Q4 Quarter 4 (1 October to 31 December) QCA Code Quoted Companies Alliance Corporate Governance Code QMS Quality management system RBC Royal Bank of Canada RCP Representative Concentration Pathway RNS Regulatory News Service ROCE Return on Capital Employed ROI Republic of Ireland ROW Rest of the World RRD RRD International, LLC SASB Sustainability Accounting Standards Board SBTi Science Based Target Initiatives SDG Sustainable Development Goals TCFD Task Force on Climate-related Financial Disclosures tCO2e Tonnes of carbon dioxide equivalent TSR Total Shareholder Return UK United Kingdom UK Code UK Corporate Governance Code Uniphar Uniphar plc and Subsidiary undertakings of Uniphar plc UN The United Nations US United States of America VAT Value Added Tax VPN Virtual Private Network 2018 pro-forma EBITDA 2018 pro-forma EBITDA of €46.3m as disclosed in our Admission document 204 Overview Strategic Review Governance Financial Statements NOTES 205 Uniphar Plc Annual Report 2024 NOTES Design: reddog.ie Uniphar plc’s commitment to environmental sustainability is refl ected in this Annual Report. This report is printed in Ireland using environmental print technology which minimises the impact of printing on the environment. This report is printed on Horizon Off set paper and board, which is chlorine free and sustainably sourced from European managed forests. Uniphar plc 4045 Kingswood Road, Citywest Business Park, Co. Dublin D24 VO6K T +353 1 428 7777 www.uniphar.ie

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