RENEWI PLC

213800CNEIDZBL17KU222023-04-012024-03-31iso4217:EURxbrli:shares213800CNEIDZBL17KU222022-04-012023-03-31213800CNEIDZBL17KU222023-04-012024-03-31renewiplc:UnderlyingMemberiso4217:EUR213800CNEIDZBL17KU222023-04-012024-03-31renewiplc:NonTradingExceptionalItemsMember213800CNEIDZBL17KU222022-04-012023-03-31renewiplc:UnderlyingMember213800CNEIDZBL17KU222022-04-012023-03-31renewiplc:NonTradingExceptionalItemsMember213800CNEIDZBL17KU222024-03-31213800CNEIDZBL17KU222023-03-31213800CNEIDZBL17KU222023-04-01ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222023-04-01ifrs-full:SharePremiumMember213800CNEIDZBL17KU222023-04-01ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222023-04-01ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222023-04-01ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222023-04-01213800CNEIDZBL17KU222023-04-012024-03-31ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222023-04-012024-03-31ifrs-full:SharePremiumMember213800CNEIDZBL17KU222023-04-012024-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222023-04-012024-03-31ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222023-04-012024-03-31ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222024-03-31ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222024-03-31ifrs-full:SharePremiumMember213800CNEIDZBL17KU222024-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222024-03-31ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222024-03-31ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222022-04-01ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222022-04-01ifrs-full:SharePremiumMember213800CNEIDZBL17KU222022-04-01ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222022-04-01ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222022-04-01ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222022-04-01213800CNEIDZBL17KU222022-04-012023-03-31ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222022-04-012023-03-31ifrs-full:SharePremiumMember213800CNEIDZBL17KU222022-04-012023-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222022-04-012023-03-31ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222022-04-012023-03-31ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222023-03-31ifrs-full:IssuedCapitalMember213800CNEIDZBL17KU222023-03-31ifrs-full:SharePremiumMember213800CNEIDZBL17KU222023-03-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800CNEIDZBL17KU222023-03-31ifrs-full:RetainedEarningsMember213800CNEIDZBL17KU222023-03-31ifrs-full:NoncontrollingInterestsMember213800CNEIDZBL17KU222022-03-31 Advancing circularity together Renewi plc Annual Report and Accounts 2024 Advancing circularity together Strategic report 2 Group overview 4 Business model in a circular economy 6 Case studies 11 Market, trends and competitors 14 Our customers 16 Investment case 18 Chairman’s statement 20 CEO’s statement 23 Vision and strategy 34 Our alignment to the UN SDGs 36 Being a circular economy change maker 40 Reducing our carbon emissions 44 Caring for our people and ecosystems 50 Ratings and Frameworks 52 KPIs 54 CFO’s statement 60 Operating review 66 Risk management 90 Section 172(1) statement 91 Non-Financial and Sustainability Information Statement Our work with Schiphol Airport over 2023 has allowed us to help them reduce their waste and help meet their sustainability targets. Find out more about us and the work we are doing to create a zero waste world by visiting our website at www.renewi.com Our subsidiary Maltha transforms over a million tonnes of glass waste into high-quality secondary raw materials. Our purpose To protect the world by giving new life to used materials. Our vision To be the leading waste-to- product company in Europe’s most advanced circular economies, contributing to a sustainable society for all our stakeholders: customers, suppliers, local communities, employees, regulators, governments, investors and lenders. Governance report 94 Board of Directors 96 Executive Leadership Team 98 Governance at a glance 99 Corporate Governance Report 117 Safety, Health and Environment Committee Report 119 Audit Committee Report 125 Nomination Committee Report 128 Directors’ Remuneration Report 148 Other disclosures 151 Directors’ Responsibilities Statement 10 Maltha’s operations 6 Working towards waste-free with Schiphol Airport Contents and introduction Unless otherwise stated, all financial results throughout this report are shown without UK Municipal, as these activities are classified as “Asset Held for Sale”. Non-financial metrics are shown including UK Municipal. Renewi plc Annual Report and Accounts 2024 FY24 highlights Financial highlights Revenue from continuing operations €1,689.2m FY23: €1,703.9m Underlying EBIT from continuing operations €105.5m FY23: €131.7m Result for the year €30.9m loss FY23: €66.6m profit Leverage ratio 2.14x FY23: 1.83x Non-financial highlights Recycling rate 63.2% FY23: 63.7% Carbon avoidance per tonne 237kg CO 2 e/T FY23: 232 kg/T Scope 1 & 2 carbon footprint 577kT CO 2 e FY23: 604kT * Following the decision to show the UK Municipal business as asset held for sale and a discontinued operation numbers are presented on a continuing basis and comparatives for FY23 have been restated. The definition and rationale for use of non-International Financial Reporting Standards (IFRS) measures are shown in note 8.3 in the consolidated financial statements. ** As a result of accounting for the UK Municipal business as asset held for sale which has led to an exceptional charge of €64.5m. Financial statements 154 Auditor’s Report 164 Financial Statements Other information 258 Sustainability disclosures 274 Shareholder information 275 Company information 276 Glossary 4 Our role in the circular economy We help prevent waste, offer efficient collection solutions and recycle residual waste into circular materials. 44 What we do to support our people At Renewi, we prioritise supporting our people by cultivating a nurturing and inclusive environment for growth and development. Renewi plc Annual Report and Accounts 2024 1 Our business today Our business divisions Who we are Safe Safety above all else Sustainable Make a daily difference to our planet Innovative Do it better every day Accountable Do what we say we’ll do Customer focused Add value to our customers Together Always open and respectful How we act Commercial Waste Comprises industrial and commercial waste collection and processing and secondary materials production across the Netherlands and Belgium. Key activities include the processing of mixed waste streams and monostreams into high-quality recyclates and turning organic waste into biogas and bio-LNG. To see more, visit page 62 Mineralz & Water (M&W) Comprises our activities of processing and cleaning contaminated soil and tar and turning it into building products such as gravel, sand and filler. It also includes cleaning of bottom ash and contaminated water, as well as our packed chemical waste processing activities. This division operates in the Netherlands and Belgium. To see more, visit page 64 Specialities This division operates in Belgium, the UK, the Netherlands, France and Portugal and comprises three businesses: Maltha glass recycling, Coolrec – speciality Waste and Electrical and Electronic Equipment (WEEE) recycling – and UK Municipal public-private partnership contracts (PPI), now classified as Asset held for Sale. To see more, visit page 65 Group overview Group overview Renewi is a leading pure-play waste-to- product company that gives new life to used materials every day, contributing to a cleaner, circular world in which we ‘waste no more’. We have more than 6,000 employees working at 154 operating sites across Europe, and our extensive operational network enables us to always be close to our customers. We use innovation and the latest technology to push the limits of how much can be recycled, with a vision of a world where all waste is circular. Our focus is extracting value from waste that in the past would have been incinerated or sent to landfill. The result is less waste and contamination, smarter use of raw materials and a direct contribution to a lower carbon economy through the production of secondary raw materials and by avoiding carbon emissions. Renewi shares are listed both on the London Stock Exchange and Euronext Amsterdam. Our values 2 Renewi plc Annual Report and Accounts 2024 Number of operating sites 154 Volume of recycled material FY24 6.6mT Volume of waste handled FY24 10.4mT Our sites Our geographic footprint means we are never far from our customers, minimising transportation of waste. b e l g i u m t h e n e t h e r l a n d s Commercial Waste Mineralz & Water Specialities 5 contracts across locations in the UK 5 sites situated in France Number of sites in location An additional Renewi site situated in Portugal 1 2 3+ Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 3 Business model in a circular economy Business model Renewi is one of the leading European waste-to-product companies. We extract value from waste streams by collecting, sorting and processing waste to create secondary materials. We also connect with other participants in the circular economy to develop new solutions together, enabling our partners to realise their circular ambitions as we realise ours. Through our collection activities and partnerships, we collect, process and sort waste and wastewater at 154 Renewi facilities, primarily in the Netherlands and Belgium. With market-leading expertise and infrastructure, we produce high- quality secondary materials and sell them for use in the manufacturing of new, more sustainable products. Technological and regulatory limitations mean that there is a residual portion of waste that cannot be recovered. We contract third parties to incinerate or dispose of this residual waste as landfill, thus our business model incentivises us to recycle as much as possible. As a result, we maximise the amount of material we recycle and strive to create the highest possible added value while achieving significant carbon emissions avoidance across the value chain. Global awareness of the climate crisis and commitment to The Paris Climate Agreement’s CO 2 reduction objectives is creating an increasingly supportive environment for our business model. Societal pressures and governmental regulations require companies to consider their impacts on the environment, by reducing their carbon footprint, recycling waste products, and procuring more sustainable materials. This places Renewi’s market-leading, innovative and competitively priced services at the heart of the circular economy. Our business is built on two streams of material: inbound waste streams and outbound recycled material streams. We are paid to collect inbound waste streams from our customers: businesses, governmental organisations, care facilities, educational facilities, secondary disposers 1 and other organisations (see page 14 for more information about Customers). Our outbound circular material streams are the secondary materials we sell in various forms to producers and in some cases secondary sorters and traders. Products manufactured with circular materials are approaching the quality of virgin materials and are often less CO 2 intensive – an increasingly important characteristic to companies who have joined in the global effort to slow climate change. 1. Smaller, mostly regional waste collection companies that have no recycling capacity themselves. Circular material: shredded glass from solar panels 4 Renewi plc Annual Report and Accounts 2024 Delivering value for our stakeholders Aligned to UN SDGs Our competitive advantages To see more, visit page 34 To see more, visit page 112 People Our employees’ commitment to our purpose combined with their unmatched experience and expertise in the area of collection and recycling processes is an important competitive advantage for Renewi. Opportunities We have identified multiple attractive investment opportunities within our business. Two examples from FY24 are the opening of the advanced sorting line in Belgium and rigid plastics facility in The Netherlands. Customers A growing number of our customers have partnered with us to help them realise their sustainability objectives by maximising the recycling of their waste and including secondary materials in their new products. Scale Our geographic footprint allows us to minimise transportation of materials and benefit from route density and economies of scale. O u t b o u n d c u s t o m e r Product designer We minimise residual waste going to incineration I n b o u n d c u s t o m e r D i s p o s e r P r o d u c e r Our role in the circular economy C o l l e c t i o n S o r t i n g P r o c e s s i n g Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 5 Making airports waste-free by 2030 In FY24 we began our eight-year collaboration with Amsterdam Airport Schiphol, Rotterdam The Hague Airport and Seenons waste management, taking charge of waste processing and recycling of waste flows at both airports. Our goal is to make both airports waste-free by 2030 and push for full circularity by 2050. Case studies * ‘Waste-free’ is Schiphol’s definition of an airport that has no residual waste; only waste streams that are fully reused or recycled. 6 Renewi plc Annual Report and Accounts 2024 Recycling healthcare waste We’ve continued to partner with GreenCycl and last year acquired 40% of their shares to help improve sustainability practices within the healthcare industry, aiming to increase circularity and reduce carbon emissions. Our focus is on collecting disposable and reusable medical equipment from hospitals across the Netherlands, which we then transfer to GreenCycl for processing. The discarded instruments require specialist sorting before being repurposed back into medical equipment and sold to hospitals or suppliers. Our collaboration with GreenCycl has yielded promising results, demonstrating the capability to restore 85% of surgical instruments to pristine condition through efficient collection, handling and recycling processes. Beyond recirculation, our joint initiative has also led to significant cost savings for healthcare facilities and helped them improve their sustainability practices. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 7 Pioneering advanced plastic recycling We use a range of methods to maximise the re-use of plastic, reduce landfill and prevent incineration. It’s our aim to effectively manage various plastic types, maximising circular material output. By processing polymers safely, we prevent their incineration. We are continually looking for ways to strengthen our position in the value chain, providing certified, high-quality recycled plastics to producers. This helps replace fossil-based feedstock with sustainable, circular alternatives. We are at the forefront of addressing rigid plastics circularity, operating Coolrec, Ghent and Acht, our new sorting line that opened in March 2024. Acht utilises advanced technology to enhance rigid plastics recycling. The line delivers high-quality Post-Consumer Recycled (PCR) materials, focusing on Polypropylene (PP) and Polyethylene (PE), achieving over 95% purity while operating on 100% renewable energy. We continue to explore new ways to strengthen our position in the value chain by providing certified, high-quality recycled plastics to producers, and replacing fossil-based feedstock with sustainable, circular alternatives. Case studies continued 8 Renewi plc Annual Report and Accounts 2024 Water treatment that safeguards the environment ATM, a subsidiary of Mineralz & Water located at Moerdijk port, stands as a pioneering force in meeting the ever-growing demand for secondary raw materials. At the heart of our operations lies our cutting-edge water treatment facility, a testament to our commitment to environmental stewardship. The facility uses advanced bacterial purification to process 800,000 tonnes of contaminated water a year. Through meticulous filtration and treatment methods, the water is cleaned thoroughly to safeguard the delicate balance of the environmental ecosystem when it is returned to drainage. Our water treatment facility is a cornerstone of our sustainability efforts, representing our dedication to preserving natural resources and mitigating environmental impact. As droughts increase, water treatment becomes increasingly vital. By effectively removing contaminants and impurities from large volumes of water, we play a crucial role in protecting local waterways and ecosystems while meeting stringent regulatory standards set for environmental conservation. Our commitment to continuous innovation and investment in technology ensures we remain at the forefront of sustainable water management practices, setting new benchmarks for environmental responsibility in the industry. Renewi plc Annual Report and Accounts 2024 9 Strategic report Governance report Financial statements Other information Sustainable glass production In FY24, the Maltha Group embarked on a strategic collaboration in Portugal with Vidrala, a glass packaging and manufacturing company, to increase sustainability in glass production. The aim was to enhance the quality of cullet – glass that has been crushed or imploded for re-use – used in the process of bottle manufacturing. As a result, we have seen improvements that not only bolster the efficiency of the melting process but also significantly reduce the energy consumption and overall carbon footprint of Vidrala’s furnace. Maltha and Vidrala continue to work together to increase supply and further innovate the glass recycling process. Case studies continued 10 Renewi plc Annual Report and Accounts 2024 Market, trends and competitors Circularity is increasingly important against a backdrop of climate crisis and geopolitical tensions. Regulatory climate The climate crisis, supply-chain disruptions and geopolitical tensions have rapidly changed how governments think about waste and the use of natural resources. The European Union aims to be the global leader in reducing CO 2 emissions and resource consumption through its Green Deal and Circular Economy Action Plan. In 2026, an impact study will be conducted on the inclusion of incineration plants in the ETS scheme. In addition, European and member state environmental laws protect land, water and communities from contamination and pollution. Corporate sustainability objectives Our customers operate in the most circular economies of Europe 1 , but even in our main markets of the Netherlands and Belgium, recycling rates for 2022 were only 27.5% and 22.2% respectively 2 . Companies have a long way to go to meet the requirements of the European Union’s Circular Economy Action Plan and related legislation namely: • a 50% reduction in material footprint by 2030; • plastic packaging recycling rate 55% by 2030; and • share of recycled content to shift to 60% by 2030 EU businesses are reviewing all their processes looking for measurable ways to reduce their carbon footprint and decrease their use of virgin materials as these regulations approach. We see a growing trend for companies to use waste management techniques to contribute to their sustainability goals. They wish to know more about their own waste, how to measure it, how to maximise recycling and how to incorporate as much as possible into new products in order to meet their circularity goals. Data is an important part of this equation, as only with verifiable data can companies count their waste management efforts towards their sustainability targets. Demand for secondary raw materials Recycled content that was once perceived as second best is now often preferred to new material, and consumers seek out and respect companies that reuse and recycle. Secondary raw materials help meet this demand, and producers know this. However, the prices of secondary materials are linked to virgin commodity prices, which show some degree of volatility. During the pandemic, global supply chain disruptions seen from 2021-2022 caused prices for raw materials to spike, followed by a return to pre-pandemic price levels over the past year. The plastics market was an exception to this, as plastics prices have fallen to lower than average levels following recent oversupply of virgin plastics to the EU. Competitors Renewi is the number one recycler in the Netherlands and Belgium, with 10.4mT of waste handled in FY24. Our competitors range from large waste management companies with broad asset bases that still include incinerators and landfill to regional companies, often family-owned, with significant operations but smaller asset bases than ours. There is also a large number of very small players who generally own small fleets of trucks and limited personnel. We regularly work with these parties when they can provide non-client- facing transportation on certain routes competitively. We have also formed partnerships with some regional companies to maximise route efficiencies and limit inner-city traffic, such as in the Green Collective. 1. National Circularity Gap Metric – Circularity Gap Reporting Initiative (circularity-gap.world). 2. Eurostat, Circular material use rate. Circular material: foam from recycled mattresses by RetourMatras Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 11 Competitive landscape Key Legislation Legislation is an important factor in Renewi’s business. In conjunction with our sound commercial model it helps us operate in the highly-regulated waste sector. In this section, we will focus on legislation which impacts the inbound volumes and outbound products which form our business. The first tranche of legislation relates to our inbound waste volumes. Waste management and landfill legislation dating from the late nineties and early 2000’s laid the foundation. The EU Landfill Directive from 1999 and the EU Waste Framework Directive of 2008 created restrictions and taxes on both landfill and incineration as means of disposal of waste, making recycling comparatively more attractive. Over the years, the restriction on landfill in the Netherlands and Belgium increased and today the use of landfill in both countries is highly regulated and limited. Incineration has also been disincentivised over the years in both countries, with regular increases in incineration tax in the Netherlands and Belgium. VLAREMA 8 has been an important piece of recent legislation affecting inbound waste streams. This Flemish law came into effect in 2021 and requires commercial waste to be sorted in to 24 streams with the objective of increasing the percentage of waste recycled. Further legislation creates tailwinds in the encouragement of the use of recycled products and Waste-to-Energy producers. This legislation is expected to increase demand for our outbound products like recycled plastic, glass cullet, wood and metals as well as our biogas and bio-LNG. In many cases, revisions to existing legislation will create additional demand for our products once enacted. Many of these regulations will be enacted over the coming 1-3 years and require recycled or renewable content in production of goods and energy. Key policy and legislation includes: • Circular Economy Action Plan • Ecodesign Directive • Waste Framework Directive – (Kaderrichtlijn afval) • Construction Products Regulation – (Bouwproducten verordening) • WEEE Directive (AEEA-richtlijn) • Packaging waste directive • Product specific legislation (i.e. toys, medical devices) Most large peers • Typically own incineration activities • Balancing of assets Smaller competitors • Play a limited role – i.e. collection or sorting. Renewi • Pure play recycler – incentivised to minimise incineration • #1 in commercial waste in Netherlands and Belgium • #1 in fridge dismantling in Netherlands and Belgium S m a l l e r c o m p e t i t o r s M o s t l a r g e p e e r s Designer Incineration Market, trends and competitors continued D i s p o s e r P r o d u c e r C o l l e c t i o n S o r t i n g P r o c e s s i n g 12 Renewi plc Annual Report and Accounts 2024 Creating value, from waste to product As a pure-play recycling company, we generate revenue by providing waste management services as well as processing the waste we collect into secondary materials, which we sell to our outbound customers. Metals We process a broad range of materials, with the aim of giving them a second life wherever feasible. The most important material streams for us from a revenue perspective are metals, glass, paper, plastics and wood. Metals come primarily from Specialties (Coolrec), Commercial Waste’s construction volumes and a smaller portion from Mineralz & Water. For an overview from a volume perspective, Glass & ceramics Commercial Waste Paper-based Specialities Plastics Mineralz & Water Wood Other 31% 51% 43% 6% 24% 20% 6% 6% 13% Outbound revenues by material see page 259. We aim to achieve an overall recycling rate of 75% – we call this Mission75. Today our recycling rate is 63.2%. Of the total outbound revenues, 87% relates to metals, glass, paper, plastics and wood, combined. About 65% of the volatility related to the metals, wood, paper and plastics is effectively hedged by dynamic pricing contracts in place with the inbound customer. The outer ring of the graph above shows revenues by division. Commercial Waste has considerably more variety in its outbound materials than the other divisions. This is largely due to the relatively high percentage of inbound mixed waste within the Commercial Waste division, whereas the other two divisions deal with a more limited range of inbound waste streams, often monostreams. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 13 Our customers and partners Our customers We see our customers as partners. Their needs define our services, and their success is also ours. Renewi’s customers fall into two main categories: inbound and outbound. Inbound revenue by sector Wholesale & Retail 5% 10% 3% 13% 9% 2% 15% 1% 12% 6% 10% 7% 7% Water, Sewage & Waste Business Services Government Manufacturing Construction Transportation & Storage Oil, Gas & Chemical Hospitality & Recreation Healthcare Food Processing Education Agriculture Specialities Maltha takes its incoming volumes from various manufacturing companies through a tolling arrangement and various other companies in different countries through local municipalities. Coolrec inbound customers primarily constitute e-waste Extended Producer Responsibility schemes. These are looking for a compliant, circular and traceable processing partner. Additional volumes are processed directly from OEMs. UK Municipal collects, recycles and disposes of household and commercial waste for five municipalities in the UK, its inbound customers are the Councils of these municipalities. Outbound Across the Group, we have close to 1,000 outbound clients who rely on us to produce specific grades of circular materials to support their manufacturing processes. With extended contract durations for materials, there’s an opportunity to enhance the value of products by customising them to better meet the needs of the end customers. We occasionally purchase waste streams where supply from our inbound streams is insufficient, typically glass, wood, and plastics when necessary for our processes. These suppliers are typically traders and secondary disposers. Commercial Waste Commercial Waste’s outbound customers are purchasers of raw materials such as traders, compounders, processors and manufacturers. Buyers of our outbound Commercial Waste products are suppliers to the concrete industry, manufacturers of particle board, glass manufacturers and plastics producers. In most cases, our client uses the recyclates to produce components which are then sold on to manufacturers, but in some cases we also have contracts with the manufacturer. Inbound Across the Group, our inbound customers include small and medium-sized businesses, construction companies, corporations, government ministries and organisations, healthcare and educational institutions, wholesale and retail shops, restaurants and leisure organisations. We also have customers who are secondary disposers which are smaller, mostly regional waste collection companies that have no recycling capacity themselves. We have a large, diverse base of more than 150,000 inbound customers, with our largest customer representing approximately 1% of total revenues from continuing operations. Our inbound customer services vary considerably between the divisions. Commercial Waste For our inbound Commercial Waste customers, we collect waste on a subscription basis, manage post- collection sorting and provide an array of practical and consultancy services, such as advice on residual waste reduction and optimal sorting into monostreams. In return, these customers give us access to waste streams from which we collect and process materials for their second life cycle. Mineralz & Water Mineralz & Water inbound customers are typically large construction companies who bring tarmac from roadworks and (chemical) manufacturing sites who bring their contaminated soil. For the water business, we serve (petro) chemical companies who bring their sludge and wastewater for cleaning, incidental wastewater and industrial production for purification and cleaning to Renewi. National and international packed chemical waste collectors and producers bring their specialised packed chemical waste for pyrolysis treatment. * Revenues from continuing operations 14 Renewi plc Annual Report and Accounts 2024 Mineralz & Water Outbound customers for Mineralz & Water are typically civil construction and engineering companies in the Netherlands and abroad that use our Forz®Sand T in elevation projects as well as concrete producers who purchase Forz®Sand T, Forz®Gravel and Forz®Filler as ingredients for their sustainable concrete applications. While in the past we paid partners to offtake our outbound mineral product of thermally treated soil (TGG), today our new products of sand, gravel and filler for the concrete market shift the balance of the outbound product value to positive. FY24 group revenue from continuing operations (€m) Inbound revenue 1,371 318 Outbound revenue Our high quality recycled plastic from fridge liners is pure enough for use in toys. Specialities Maltha outbound customers are mainly manufacturing companies for glass that is processed and then sent to the clients’ furnaces. Maltha also works with various companies in different industries for the rest of the products it recycles in the process. Main outbound products for Coolrec are plastics and metals. Plastics are sold either directly to producers such as Electrolux or Playmobil, or to distributors or other intermediaries such as compounders. Metals are sold to metal smelters or to metal recyclers. UK Municipal outbound products are circular materials like wood, glass, metal and plastics, which are sold to traders, compounders, smelters and others. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 15 Investment case Investment case Renewi is the only pure-play recycler and has a market- leading position in Benelux. We have attractive growth and margin ambitions in our core businesses and our strategy is to deliver organic sales growth through market share gains, increased recycling rate and new technology solutions. Shareholder value Renewi’s disciplined capital allocation framework is focused on driving shareholder value while targeting a conservative balance sheet with a 2.0x leverage target. Our return to sustained positive free cash flow will support a dynamic and sustainable capital allocation policy, enabling us to: • reinstate the ordinary dividend, with a progressive policy targeting sustainable growth while maintaining underlying earnings cover of 3.0-4.0; • invest ~30% of free cash flow annually into capex for innovative growth projects with return hurdles at least in line with the Group target of 16% pre-tax; • target value accretive bolt-on acquisitions in the medium term; and • make supplemental returns to shareholders in the form of share buy-backs or additional dividends where the Board determines there is excess capital beyond the Group’s near-term investment requirements. Opportunities • Long term, structural regulatory and customer demand drivers underpin accelerating demand for recycling solutions • Experienced and committed management team with track record of value creation at Renewi • Potential to deliver increased and sustainable margins, cash generation • Commercial agility and innovation underpin organic growth ambition of >5% per annum • Opportunity to enhance shareholder returns through investment, acquisition and capital returns • Enabler of the circular economy realising meaningful carbon avoidance across the ecosystem Optimise our portfolio Drive organic growth Build a strong platform for growth Short-term priorities Medium-term targets High single-digit Underlying EBIT margin ROCE >15% Free cash flow/EBITDA conversion >40% Organic annual revenue growth >5% Our strategic progress is driven by… * Cashflow before dividends, growth projects and M&A. 16 Renewi plc Annual Report and Accounts 2024 1. Attractive growth outlook underpinned by strong regulatory and customer demand tailwinds 2. Market leader, at the forefront of recycling technology in the most advanced recycling markets 3. Strong partner – customer relationships and value proposition drive commercial momentum 4. Unmatched footprint with hubs close to customers and state-of-art recycling sites benefitting from scale 5. Significant investments made to take advantage of growth opportunity Increasingly strict regulation and sustainability targets #1 Commercial waste Netherlands and Belgium 154 Key facilities >€40m Growth capital spent over last 2 years 50% reduction in material footprint by 2030 in NL 500k Containers and bins Advanced sorting lines Biogas Facility Refitting ATM 55% Plastic packaging recycling rate by 2030 #1 Fridge dismantling Netherlands and Belgium 1,814 Vehicles Increasing sustainability requirements by companies and consumers * Circular Dutch Economy by 2050. ** Packaging and Packaging Waste Directive. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 17 Delivering on our commitments I am pleased that we have been able to deliver on key commitments against a challenging operating environment. At our Capital Markets Day in October, we outlined three key strategic priorities to our shareholders: Drive organic growth, build a stronger platform and optimise our portfolio. Underpinning our strategy is a key focus on driving higher margins and cash returns as well as shareholder value. We continued to focus on our organic growth commitment and won important new customers and partnerships. To optimise our portfolio, we focused on the turnaround of Mineralz & Water and began a strategic review of UK Municipal. The turnaround of Mineralz & Water has been successful, and by the end of FY24 it was once again an important contributor to our profits. The review of UK Municipal resulted in a successful sale of this complex asset to Biffa Limited, an owner better suited to these activities. The sale of UK Municipal is transformational and once completed will simplify our portfolio and enhance cash generation. We also continued the execution of our digitisation roadmap. We completed the Simplify programme to eliminate costs and improve our margins and announced the simplification of our organisational structure to enable growth, become more efficient and bundle expertise. These efforts will continue throughout the coming year. In 2023, the Board received non-binding indicative offers to acquire the entire share capital of the Company from Macquarie Asset Management, which we carefully considered. Internal and third-party valuations based on the company’s existing standalone strategy concluded that the potential bid significantly undervalued Renewi, and so we rejected the offers. We engaged with shareholders around the time of the offer period, and in the period since then. As a Board, we are focused on maximising value for all of our shareholders and are objective about the route through which this is achieved. Fostering excellence: appreciating our team Throughout FY24, the Renewi team has demonstrated unwavering passion and dedication, served our customers and prioritised the safety of each team member. I extend our sincere thanks to every member of the team for their energy, skill, determination and strong sense of unity. Collaboration is crucial to fulfil our purpose and maintain our values, and so we’re committed to fostering a respectful and diverse environment. We recognise the benefits of diversity at both Board level and throughout the organisation and continue to champion a variety of activities to create an even stronger and yet more diverse and inclusive company. “Renewi is committed to making a positive impact on sustainability and driving the circular economy, both now and in the future.” Ben Verwaayen Chairman Chairman’s statement 18 Renewi plc Annual Report and Accounts 2024 Celebrating our valued customers: a cornerstone of success We place customers at the centre of everything we do, ensuring they receive the right service and, in particular, expert advice. We offer more than just waste disposal solutions – we become dedicated partners who help customers achieve their sustainability objectives. EPS and dividend Financial developments included revenue from continuing operations of €1,689m down 1% year on year. The result for the year was a loss of €30.9m driven by the impact of the expected loss on the UK Municipal divestment. Leverage on our core borrowings at the end of March was 2.14x, an increase from last year end as a result of higher average borrowings and a lower profit performance. It remains the Board intention that medium-term core debt leverage should be 2.0x. At the Capital Markets Day we announced our intention to recommence dividend payments. The Board is pleased to recommend a modest final dividend of 5 pence per share for FY24, which will be paid on 31 July subject to shareholder approval at the 2024 AGM. Looking ahead With a bold vision for the future, Renewi is resolutely focused on creating sustainable growth and strong value for our shareholders. We are committed to making a positive impact on sustainability and driving the circular economy both now and in the future. Renewi is well-placed to navigate challenges, seize opportunities and drive sustainable growth to secure a prosperous future for all stakeholders. To close, I would like to express my appreciation to our employees, customers, suppliers, investors and other key stakeholders, who all contribute significantly to making Renewi one of Europe’s leading waste-to-product companies. Ben Verwaayen Chairman [ Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 19 Moving ahead Our strategic ambitions encompass three priorities – optimise our portfolio, build a stronger platform and accelerate our organic growth. While FY24 saw a challenging market environment with limited macroeconomic growth, a fall in recyclate prices and market declines in some of our key end markets, we focused on operational agility and commitments. Our portfolio optimisation is progressing well with the completion of the strategic review of our UK Municipal business, resulting in a sale of our UK Municipal activities to Biffa Limited. This transaction entails a €154m cash outflow for us, but thereafter will unburden our cashflow and free up management focus to realise our growth ambitions for the core business. We are also on track with the turn-around of Mineralz & Water within the envisaged timeframe, through the growing uptake of our new materials. The new Mineralz & Water product line has been created with the specific needs of the concrete and construction industries in mind and we expect to further increase the production volume and quality of our new sand, filler and gravel products. We expect the recovery of Mineralz & Water to continue through FY25. In order to strengthen our systems and processes, we launched three initiatives over the course of FY24. The Simplify programme identified a number of areas for efficiency gains, especially in our SG&A functions, where we were able to make significant savings by combining activities and increasing efficiency. We started the process of streamlining our organisational structure and bringing Commercial Waste Netherlands and Belgium together under a single Commercial Waste leader, to maximise the sharing of best practices, organisational efficiency and economies of scale. We further developed and accelerated the launch of Future Fit, our digitisation programme to replace our legacy IT systems and increase the resilience and agility of our platform. Workday, a comprehensive workforce management solution, was one of the tools we rolled out to manage our human resources functions more efficiently. While the financial results of FY24 were impacted by both recyclate prices largely returning to historical averages and the challenging market in the Commercial Waste Netherlands business, work continued across the organisation to put the right measures in place to return to organic revenue growth and realise higher margins. Within Commercial Waste, a simplified leadership structure, an enhanced sales strategy and investments in high growth projects have set the groundwork for accelerated growth in the future. Mineralz & Water continues to improve its underlying EBIT in line with its recovery programme. Coolrec, while impacted by the low plastics prices, processed record volumes and has started constructing new processing lines which will further contribute to growth in 2025. “We made strides in optimising our portfolio to position Renewi for future growth. We invested in the future by opening state-of-the- art lines and launched initiatives to make our company stronger.” Otto De Bont CEO CEO’s statement 20 Renewi plc Annual Report and Accounts 2024 Maltha showed impressive growth, with refinements in processes and investments in plant improvements combined with strong price dynamics to yield exceptional results. If we look at the higher-growth materials and sectors we set out on our Capital Markets Day, we have made progress on a number of areas of our 5 year commitment to add €275m in revenues in glass, plastics, organics, construction & demolition and zero waste solutions. Against a background of macroeconomic challenges including lower levels of construction and demolition activities in the Netherlands and high inflation, our financial performance for FY24 was weaker with revenue from continuing operations down 1% and underlying EBIT down 20%. In the last quarter of the year, volumes stabilised or returned to modest sequential growth. The planned divestment of UK Municipal has been reflected as asset held for sale at 31 March 2024 and has resulted in an exceptional charge of €64.5m. We continued to grow our operations and officially opened our Ghent sorting line, which is capable of recycling 125kt of commercial residual waste annually. The facility aligns with VLAREMA 8 legislation which requires that some 24 materials must be removed from commercial waste for recycling before any residual waste can be incinerated. We also opened our new rigid plastics sorting line in Acht, which produces high-quality Post-Consumer Recycled (PCR) materials, focusing on polypropylene (PP) and polyethylene (PE). We are proud to have achieved over 95% purity at the site, ensuring our recycled plastics meet the highest standards. In a ground-breaking achievement, our Coolrec subsidiary in partnership with Electrolux, pioneered the creation of a refrigerator crafted from recycled materials. This collaboration earned us the European Plastic Recycling Award for Automotive, Electrical, or Electronic Product of the Year, recognising our excellence in recycled material processing, innovative product design and cutting-edge manufacturing in the European plastics recycling industry. Maltha installed a new line at the Portugal site for the processing of ceramics, stone and porcelain, a waste stream coming from glass sorting, and made a number of upgrades to improve quality and yields. Looking forward, we expect to see increasing demand for our services, as our offering is even more attractive in light of upcoming regulatory requirements which will affect many of our customers, such as CSRD regulation and will continue to drive higher levels of recycling. We are well- positioned to meet this demand. We continue to focus on customer experience and with the implementation of Future Fit, we expect to see further improvement in customer satisfaction. Ensuring health and safety in our workplace is paramount, we have made excellent progress in maintaining a safe environment. We are proud to report a decrease in Lost Time Injuries overall from 9.4 to 6.8, surpassing our 2025 target of 7. Group Summary Revenue Underlying EBIT FY24 €m FY23 €m Variance % FY24 €m FY23 €m Variance % Commercial Waste 1,384.7 1,397.3 -1% 98.5 129.3 -24% Mineralz & Water 181.6 190.9 -5% 9.6 0.5 n/a Specialities 175.2 160.2 9% 16.3 15.9 3% Group central services – – (18.9) (14.0) -35% Inter-segment revenue (52.3) (44.5) – – Continuing operations 1,689.2 1,703.9 -1% 105.5 131.7 -20% Discontinued operations 179.9 188.4 -5% 1.3 1.2 8% Total 1,869.1 1,892.3 -1% 106.8 132.9 -20% * The FY23 numbers have been reclassified to reflect discontinued operations as set out in section 1 in the consolidated financial statements. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 21 CEO’s statement continued We have proactively implemented enhanced traffic plans across all our sites to mitigate risks. The rollout of safety leadership training is evidence of our commitment to fostering a culture of safety at every level of the organisation. We were pleased that our employee satisfaction levels stayed stable at an eNPS 23 against the backdrop of a strategic review and implementation of our Simplify programme. Group outlook Our strategic focus for the coming year centres around completing the divestment of our UK Municipal business, driving further improvements in Mineralz & Water operations and driving efficiency through digitisation and simplification of our organisation and processes. We aim to achieve further growth through organic expansion and the strengthening of our core commercial waste business with the targeted sales strategy and continuing investment in innovation in circular materials. We expect Commercial Waste Belgium to continue its strong performance in the second half, and Netherlands to show improvement despite the ongoing weakness in the construction sector. We will see further margin improvement as the existing programmes ramp up to their run-rate benefits. In line with our upgraded capital allocation policy we shared at the Capital Markets Day in October of last year, I am pleased to announce that we will be proposing a dividend of 5p per share. I want to express my gratitude to the diverse group of stakeholders who have been instrumental in supporting us throughout this year. I appreciate our customers for entrusting us with their business, our workforce for their continued dedication, the Board for their valuable guidance and our shareholders for their support of our vision. Otto De Bont CEO Status update: Value drivers In 2021, we introduced three key value drivers as part of our strategic plan: Renewi 2.0, circular innovations and Mineralz & Water recovery aiming to enhance our operational effectiveness and customer experience. Circular innovations Our efforts to deliver circular innovations have been further developed and segmented into sectors, the five most important of which are described in detail under our third strategic priority, ‘Drive organic growth’, in particular under ‘High-potential sectors’. Renewi 2.0 The Renewi 2.0 programme, aimed at streamlining and enhancing customer- facing operations, was completed early in FY24 and had already contributed to heightened productivity in the first half. Anticipated final implementation costs for Renewi 2.0 remain approximately €28m, with €20m of run rate benefits realised during FY24. Mineralz & Water recovery Mineralz & Water’s recovery is fully underway and initial results were slightly ahead of our original plans. Going forward, continuing Mineralz & Water recovery will fall under our first strategic priority, ‘Optimise our portfolio’, and updates will be given in that context. We will no longer be reporting on the completed Renewi 2.0 value driver, and ‘Circular innovations’ and ‘Mineralz & Water recovery’ will be reported under the new strategy. Our Group strategy, described in the following section, will enable us to achieve our mission to become the European leader in recycling and secondary materials, deliver attractive shareholder returns and help protect our planet by reducing carbon emissions and pollution. 22 Renewi plc Annual Report and Accounts 2024 B e a c i r c u l a r e c o n o m y c h a n g e m a k e r R e d u c e c a r b o n e m i s s i o n s C a r e f o r o u r p e o p l e a n d e c o s y s t e m s U n d e r p i n n e d b y o u r s u s t a i n a b i l i t y s t r a t e g y Vision and strategy Our vision is to be the leading waste-to-product company in Europe. We plan to achieve this by establishing ourselves as leaders in recycling and secondary materials production, while strategically expanding our market share. Our primary objective is to facilitate the transition to a circular economy, thereby reducing carbon emissions while fostering social responsibility. Our strategic plan is based on three pillars and aims to grow profitability, accelerate cash conversion and deliver attractive returns to our shareholders. Our priorities to drive sustainable shareholder growth 1. 2. 3. Optimise our portfolio Build a strong platform for growth Drive organic growth Leading waste-to- product company Leader in secondary materials production Leader in recycling Selectively grow market share Our strategy Our vision is based on these guiding principles: To be the leading recycler in Europe • Extend our industry-leading position to achieve 75% recycling rates • Divert more volumes of waste away from incineration • Develop new recycling technologies and partnerships To be the leading producer of low-carbon secondary materials • Invest in advanced technology to produce high quality, low-carbon secondary materials to replace virgin sources To grow our market share • Develop partnerships with leading companies • Invest in advanced treatment capacity • Offer superior customer propositions • Consolidate market position over time Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 23 1. Optimise our portfolio Commercial waste Our core business; improved growth prospects and strengthened margins. Maltha/Coolrec A key growth driver; strong business with good margins operating in very attractive niche markets. Mineralz & Water Fundamentally attractive businesses; synergistic to the core business and operating model. Recovery plan under way. UK Municipal UK Municipal not synergistic with our core business. -5% 0% 5% 10% 0% 10% 5% FY22 Profitability: Organic growth potential (5 year revenue CAGR) Revenue FY24 Profitability across our portfolio Our priorities The first priority of our strategy is to optimise our portfolio. Our portfolio serves as a robust foundation for growth and we are continually exploring avenues for further optimisation. In reviewing our portfolio, our main priorities in FY24 were recovery of ATM (part of Mineralz & Water) and a strategic review of UK Municipal (part of Specialities). Going forward, Renewi will continue to focus on organic expansion of its activities and over the medium term value- accretive bolt-on acquisitions. Our portfolio optimisation is progressing well with the completion of the strategic review of our UK Municipal business, resulting in a sale of our UK Municipal future activities to Biffa Limited, unburdening our cashflow and freeing up management focus to realise our growth ambitions for the core business. We are also on track to complete the Mineralz & Water – EBIT (€m) performance improvement of Mineralz & Water within the envisaged timeframe through the growing uptake of our new materials. The new Mineralz & Water product line – sand, gravel and filler, have been created with the specific needs of UK UK CWNL CWNL CWBE M&W M&W Maltha CWBE Coolrec Maltha the cement and construction industries in mind and are in the process of receiving End of Waste certification which will further open the market for their sales. We expect this recovery of Mineralz & Water to continue through FY25 and FY26. FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 24.2 10.7 Historical Actuals 7.8 0.3 5.8 0.5 9.6 14 18 11 3 5 4.6 Original forecast Revised forecast 24 Renewi plc Annual Report and Accounts 2024 2. Build a strong platform for growth This strategic priority is built on step-change improvements in margins, free cash flow and return on capital employed. Digitisation Future Fit is our efficiency and digitisation programme, building on the results of Renewi 2.0, where Digital Core and business harmonisation come together to realise our growth ambitions. With Future Fit we are working on the future of Renewi. This will enable us to improve our services, raise our customer satisfaction and employee engagement. Future Fit will support our growth ambitions and strengthen our position in the markets we operate. functions. Together, Future Fit and Simplify have the potential to increase the margin significantly over the medium term. Cash flow Another part of our ‘strong platform’ pillar is a firm focus on cash conversion, and we are working on multiple actions to realise a 40% EBITDA conversion target. These are: • resolution of legacy cash flow drag from the UK municipal operations and ATM soil offtake; • lower exceptionals • improved asset management, leading to lower replacement capex; and leasing costs This improved cash flow will give Renewi the ability to invest in innovation and growth. Our programme priorities are as follows: • Improvement in our sales operations • Digital enablement to realise our ambition to become a waste to product company • Harmonising our business model and unleashing the potential of the data that we generate and becoming a truly data driven company This programme will impact all of Renewi. Our focus in FY25 is to prepare for the roll out in the business which will start in FY26. Margins Our Simplify programme, initiated in FY24, is focused on decreasing costs by optimising operations to protect margins. Simplify aims to reduce the SG&A cost base by €15m per annum by streamlining and centralising certain administrative Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 25 Our priorities continued Return on capital employed Return on capital employed will be increased by a combination of business improvement actions and investment in growth. Business improvement actions will focus on reducing capital employed through site rationalisation and optimised fleet and asset utilisation and, on the other side of the equation, increasing returns. Actions which will increase returns include: portfolio rationalisation; addressing selling, general and administrative (SG&A) costs; increasing our recycling rate; and digitisation. Investing in growth requires a range of actions. The first is driving organic and profitable growth to over 5% by pursuing attractive material streams and customer segments. The second is the selection of growth projects for investment that have a minimum return hurdle of 16% before tax. Finally, in the medium term, once the optimisation of our existing portfolio and platform is completed, we will seek value-accretive, bolt-on mergers and acquisitions to further the leading positions of existing technologies or add attractive material streams and customer segments. Clear medium-term targets With these measures in place, clear medium-term targets are essential to guide our actions and provide accountability to our shareholders. We have committed to medium-term targets of high single-digit underlying EBIT margin, free cash flow/EBITDA conversion of greater than 40%, return on capital employed of more than 15% and organic revenue growth of more than 5%. Shareholder returns Adding a disciplined capital allocation framework to the measures described above should lead to boosted shareholder returns. While management is committed to keeping a conservative balance sheet with leverage near the 2.0x target over the medium term, returning to a sustained positive free cash flow will support a dynamic and sustainable capital allocation policy. This includes: • an ordinary dividend with a progressive policy targeting sustainable growth while maintaining cover of 3.0–4.0x underlying earnings; KPI FY24 FY23 Medium term target Underlying EBIT margin 6.2% 7% High single digit Free cash flow/EBITDA conversion 9.0% 10% >40% ROCE 7.7% 11% >15% Organic Annual Growth revenue -1% 1% >5% Recycling rate 63.2% 63.7% 75% * Values are presented on a continuing operations basis excluding UK Municipal business. Business improvement actions Reduce capital employed Fleet and asset utilisation Site rationalisation UK Municipal Increase recycling rate Digitalisation Increase returns Lower SG&A ROCE Target: >15% • investing approximately 30% of free cash flow annually into capex for innovative growth projects with return hurdles at least in line with the Group target of 16% pre-tax; • targeting value-accretive bolt-on acquisitions in the medium term, with a disciplined approach to meet clear strategic, operational and financial criteria; and • where the Board determines that there is excess capital beyond the Group’s near-term investment requirements, it will consider supplemental returns to shareholders in the form of buybacks and special dividends. 26 Renewi plc Annual Report and Accounts 2024 3. Drive organic growth The third strategic priority is to drive organic growth. Across our divisions, ambitious growth targets have been set that will be driven by increasing volumes and recycling rates as well as by targeting attractive sectors and waste streams. One way of increasing revenues is by increasing our recycling rate, in line with our Mission75 objective. In FY24, we added advanced sorting capabilities to our Belgian operations, in response to the increased recycling regulations from VLAREMA 8 legislation in Flanders. Early results show that these facilities improve recycling rates significantly. To ensure volumes, we worked with the Flemish authorities on how best to enforce VLAREMA 8. The authorities adopted our suggestion that enforcement at incinerators is most efficient. In the Netherlands, where volumes were declining due to macroeconomic developments impacting the Dutch construction sector, a targeted sales strategy was launched. This sales strategy for Commercial Waste Netherlands targets specific sectors such as health care, construction & demolition and retail, as well as material streams including minerals, plastics and medical waste. Maltha has been investing in upgrading and improving its installations across the group. The focus of the group is to become the producer of the best quality cullet in Europe and the supplier of choice to all glass producers. The technology upgrades have also had positive effects on the CO 2 emission reductions as they are more energy efficient, supporting our clients’ own sustainability targets and visions. Construction & demolition waste processing installation Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 27 Our priorities continued High-potential sectors We have identified five sectors that will significantly contribute to our organic growth ambitions: Construction & Demolition Helping on of the highest carbon industries become more circular Glass Capitalising on the opportunity that glass is endlessly recyclable Organics Bringing carbon capture to the next level Rigid plastics Providing answers to a big environmental and societal issue Zero waste solutions Enable customers to a zero residual waste future Deliver on our five-year plan Renewi’s organic growth over the medium term will be supported by developments in regulation, market demand and consumer demand. Upcoming European Union regulations will require a 50% reduction in material footprint by 2030, the share of recycled content to shift to 60% by 2030 and packaging to be made from 70% recycled materials by 2030. Market demand will be driven by companies’ growing focus on ESG as they increasingly commit to more responsible production. Scope 1, 2 and 3 reporting will become mandatory for companies in Europe from 2025 onwards, and recycling waste, as well as using recycled materials in production can help them decrease their carbon footprint. Consumers increasingly want to engage with sustainable, responsible producers and seek products with recycled content. Renewi serves a wide range of industry sectors. Our sector growth strategy is underpinned by strong dedicated commercial plans, focusing on: • a superior customer proposition; • sector-specific service offerings; • more and better recycling options; and • higher quality secondary materials. Combined, these will drive >5% top-line growth at high single-digit margins. Represent €275m total revenue growth included in five year plan 28 Renewi plc Annual Report and Accounts 2024 Construction & Demolition Helping one of the most carbon intensive industries become more circular Construction & Demolition (C&D) market growth is supported by societal need, European Union regulation and market dynamics. This waste accounts for more than a third (35%) of all waste generated, with 600 million tonnes produced in the European Union, 455 million tonnes recycled and 145 million tonnes sent to landfill. In the Netherlands, there is a market of 22 million tonnes of waste with 3 million tonnes for advanced sorting (the remainder is mostly rubble). The European Union is expected to revise its construction products regulations to include a mandatory share of recyclates. Meanwhile, the Dutch government aims to reduce primary material usage to 50% by 2030 and establish a circular economy with net zero carbon emissions by 2050. The C&D market faces some short-term challenges such as nitrogen deposition, historically higher interest rates, inflation, building materials and a workforce shortage. At the same time, long-term growth drivers remain in place, namely the Dutch housing shortage, the energy transition policy that drives increased renovation and changing family composition. Catalysts for growth in this sector are creating high-value monostreams with our customers, forging partnerships and sorting capabilities to enable growth in mixed C&D waste and increasing value from recyclates through innovation. Financial growth Targeted revenue increase in 5-year plan €50m • Market set to recover after slowdown 2022-2024 • Additional growth from partnerships and excellent sorting capabilities • Higher value recycling options from innovations Environmental impact Targeted carbon avoidance 350kT • Current carbon avoidance driven by recyclable sales of minerals and metals • Waste separation at the source leads to more and better recycling • Frontrunner in C&D collection. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 29 Our priorities continued Glass Capitalising on the opportunity that glass is endlessly recyclable Maltha is our main business to drive glass growth, through process optimisation, innovation and geographic expansion. We have already optimised sites in the Netherlands and Portugal, resulting in a significant increase in throughput. We are now redefining flow and introducing additional technology for further optimisation at these locations and will be implementing the same strategy across all sites over the next few years. Our innovation plans also include: recycling solar panels into glass and making new products; recycling car windscreens back into flat glass, roofing and pallets; and using fine fraction output for glass powder and glass foam. Maltha is exploring sourcing and operations in selected countries in Western Europe with attractive market fundamentals and increasing our client relationships to create future expansion. >60% growth expected, at high recycling rates Financial growth Targeted revenue increase in 5-year plan €40m • Key growth drivers are: • investment in process improvements • capacity expansion • innovation • The resulting higher quality finished product and pricing drive margin improvements Environmental impact Targeted carbon avoidance 225kT • Glass is endlessly recyclable without loss of quality • Use of glass cullet over virgin materials yields significant and consistent carbon avoidance given its lower energy consumption • Current recycling rate in Maltha at 97% 30 Renewi plc Annual Report and Accounts 2024 Organics Bringing carbon capture to the next level Organics consists of wood, food and garden, and green waste streams. Renewi is the market leader in organics in Netherlands and Belgium, with more than two million tonnes of inbound organic material per year. We have identified three routes to growth through the organics sector: • Green from commodity compost to functional fibres and organic fertilisers • Wood from incineration and biomass to recycling and chemicals • Food and garden from energy production to chemicals for materials and fuels Three sample projects (non exhaustive) Fibre for construction boards and vegan leather (1-3 years) • Mechanical pressing, separation processes to extract fibres from tomato stalks • These are feedstocks for biobased construction materials and vegan leathers Refined woodchips for biorefining (2-5 years) • Mechanical refining processes for wood chips • These are a feedstock for upcoming biorefining plants Precursors for bioplastics, specialty biochemicals (2-5 years) • Fermentation processes to produce biochemicals • These are a feedstock for the production of bioplastics and/or personal care products >100% growth expected, further increasing our environmental impact Financial growth Targeted revenue increase in 5-year plan €100m • Growth primarily driven by food and wood, followed by green waste • Increasing value per tonne of recyclates key growth driver Environmental impact Targeted carbon avoidance 550kT • Mainly driven by wood recycling and providing biomass feedstock • Increase expected by means of: • Increase in recycling rate of wood • Higher carbon avoidance of advanced fuels, biochemicals and nutrients • Prolonged storage of captured carbon in building materials Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 31 Our priorities continued Rigid plastics Providing answers to a big environmental and societal issue Rigid plastics are set to contribute to Renewi’s organic growth plans supported by regulation, and both market and consumer demand. By 2030, European regulations will dictate that 55% of all packaging must be recycled and that 10–35% of all plastic packaging in Europe should be made from recycled material. The revised End-of-Life Vehicles (ELV) Directive mandates that 30% of the plastics from these vehicles must be recycled, and as of 2021 European Union member states must pay a fine of €800 a tonne for non-recycled plastics. Due to upcoming legislation and a continuous growth of plastic usage we expect demand for post consumer recyclates to more than double over the medium term. At the same time their scarcity will increase prices, especially for recyclates with high-polymer-purity that can be applied in quality end-products. To further increase the inbound volumes for recycling, we see considerable potential in extracting plastics through advanced sorting of Commercial & Industrial waste (C&I) and Construction & Demolition (C&D) waste. Key areas of focus for Renewi in this area are producing consistent quality at the right specification, increased sourcing of rigid plastic waste, forward integration in the production chain, certification of our post-consumer input and product chain management. For post-consumer recycling, we will optimise our mechanical recycling lines to sort higher polymer purity (>95%) and increase output volumes, collaborate in the value chain to produce compounds for plastic converters, deliver directly to brand owners and work with start-ups to improve polymer quality. We are also investing in the sorting of mixed C&I and C&D waste to deliver plastic feedstocks for upcoming technologies (e.g. pyrolysis and gasification). We collaborate with the petrochemical industry and plastic producers on further pre-treatment of the feedstock. Financial growth supported by positive environmental impact Financial growth Targeted revenue increase in 5-year plan €35m • Plastics recyclate revenues comprises Commercial Waste Divisions and Coolrec • Growth driven by both volumes and pricing as a result of increased product quality • Management plans include revenue growth ambition of >100% Environmental impact Targeted carbon avoidance 110kT • Plastics represent a key opportunity for carbon avoidance given the 100% fossil content of virgin plastics • Increased volumes of plastics recycling will increase the carbon avoidance realised 32 Renewi plc Annual Report and Accounts 2024 Zero waste solutions Enable customers to a zero residual waste future Our zero-waste solutions enable customers to reduce their waste and achieve up to 97% recycling. The growth of our zero- waste offering is supported by legislation as well as market and consumer demand. Organisations are focusing on maximising recycling and minimising incineration of residual waste in an effort to improve their carbon footprint and sustainability. Growth will be realised by forming partnerships with customers for integral waste management programmes that are data-driven and employee-powered. These will take place initially in the office environment of our clients, but over time will increasingly be a part of the customer’s supply chain and production processes, as we already see in automotive and retail. 300% growth projected, driven by long-term customer partnerships Financial growth Revenue increase €50m • Revenue and EBIT improvements driven by: • Expansion of Zero waste management services, fuelled by accredited Zero Waste certification, supporting customer ESG objectives • In-house monostream management, collaboration with large corporate clients • Creating value through new data analytics and reporting services Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 33 SDGs Our alignment to the UN SDGs SDG 3: Good health and well-being “Ensure healthy lives and promote well-being for all at all ages.” What we do and how we do it both enable us to contribute to SDG 3. Our operations on recycling, avoiding landfill and incineration, and our focus on hazardous and non-hazardous waste, directly reduce the incidence of deaths and illness due to hazardous chemicals and polluted air, water and soil. We also regularly track a wide range of safety KPIs and have specific goals on safety for our people. We work hard to promote mental health and well-being among employees, monitoring mood and absence rates to support and inform a diverse range of activities and awareness programmes that take place throughout each year. SDG 6: Clean water and sanitation “Ensure availability and sustainable management of water and sanitation for all.” It’s not only our work to clean wastewater that directly contributes to the circularity and health of local water ecosystems. The focus of our business on processing waste into valuable secondary materials also has an essential role to play in supporting water quality – reducing pollution and minimising the release of hazardous materials. Making contaminated water suitable for treatment by municipal water treatment stations is our primary responsibility (see more on page 39). At some locations, we also treat wastewater to the quality standard required for discharging treated water into surfacewater. During FY24, we treated 1.03 mT of wastewater, down from 1.05 mT in FY23. SDG7 – Affordable and clean energy “Ensure access to affordable, reliable, sustainable and modern energy for all.” To increase the share of renewable energy in the local energy mix, during FY24 we diversified the market for Renewi-produced biogas, adding to our established relationship with Nordsol. This is through a new agreement to provide Swedish energy company Vattenfall with 7.5 million m³ of green gas. We are also gradually transitioning to using a higher share of renewables by installing of renewable generation capacity (wind and solar) on our sites, as well as securing green electricity certificates for grid electricity. At Renewi, we prioritise seven of the 17 UN Sustainable Development Goals (SDGs), launched in 2015 to “achieve a better and more sustainable future for all” through bringing the world together, eradicating poverty and tackling climate change. 34 Renewi plc Annual Report and Accounts 2024 SDG 11 – Sustainable cities and communities “Make cities and human settlements inclusive, safe, resilient and sustainable.” We are aligned with SDG 11, working closely with municipalities, partners and even competitors, on how we handle waste in cities. We are active on many fronts to reduce and measure urban carbon emissions, including the transition to HVO vehicles, the electrification of our fleet and our work in our white label Green Collective to reduce emissions from waste collection in Dutch cities. Further positive outcomes include reduced particulate matter, noise and congestion. During FY24, we increased the proportion of Euro 6 zero-emission fuel trucks in our fleet from 77% to 87%, progressing towards our 100% target. We also continued to work on increasing the number of electrical EVs (electric vehicles) in our fleet. This is an essential aspect of reducing the per-capita environmental impact of cities. SDG 12 – Responsible consumption and production “Ensure sustainable consumption and production patterns.” We are committed to being a leader in recycling and in the production of secondary materials. Our Mission 75 programme aims to increase our recycling rate to 75%, driving us to continually extract more recyclates from the waste we process. This target influences all our actions, including our work with partners to develop sustainable innovations and create new recycling opportunities. Through our Mission 75 programme, we also pay continuous attention to emerging new legislation to promote circularity. During FY24, despite continuous focus on this metric, our recycling rate slightly decreased from 63.7% to 63.2%. (see more on last year’s performance and each divisional’s contribution on page 37). SDG 13 – Climate action “Take urgent action to combat and its impacts by regulating emissions and promoting developments in renewable energy.” Our activities under our first two sustainability pillars (Being a circular economy change maker and Reducing our carbon emissions) contribute to SDG 13. Our recycling activities enable carbon avoidance across the full value chain, replacing precious raw materials with recycled secondary equivalents. Our targets for cutting our absolute carbon emissions by 2030 (FY31) from a base year of FY22, commit us to reducing absolute Scope 1&2 GHG emissions by 50% and our indirect use phase emissions (Scope 3) by 25%. The decarbonisation roadmap that will make this happen on schedule is one of our priorities. (see more about our roadmap on pages 42 and 43 – “Reducing our Carbon Emissions”). SDG 15: Life on land “Protect, sustain and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification, and halt and reverse land degradation and halt biodiversity loss.” While our alignment with this SDG is still under development, we are already active in several related areas. Examples include our work to create 60T of high-quality organic compost annually from 160T of initial green waste for UK farmers, and in The Netherlands our involvement in the EU-led ‘Bin2Bean’ programme to recycle bio-waste into effective means of enriching soils for improved biodiversity and ecosystem health. The latter is a significant business opportunity for Commercial Waste Netherlands, enabling us to use our leading waste-treatment facilities to create tailor made organic fertilisers and compost from kitchen and green waste. Those new sorted volumes will come from cities, as a new European legislation is focused on the separate collection of kitchens and gardens waste streams there. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 35 Sustainability Being a circular economy change maker During FY24, we extended the external validation of our key data beyond scope 1 & 2 carbon emissions to cover recycling rate. Our auditors have completed, for the first time, a limited assurance review of our recycling rate for both FY23 and FY24. As a result of this exercise some of our previously reported FY23 numbers have been amended. An essential step We take the approach that best reflects the spirit of the circular economy while also appreciating the greater accuracy that the Corporate Sustainability Reporting Directive (CSRD) will require from companies by 2025. We’re also highly aware that fully embedding the circular economy will require consistent effort over the long term. This is why we aim to fully automate the data structure supporting our material ‘resources use and circular economy’ KPIs under the ESRS E5 sustainability reporting standard during the years ahead. Seeking solutions to complex challenges While widespread support for the aims and practice of the circular economy continues, a recent report paints a concerning picture. The Circularity Gap Report highlights a troubling trend: the global economy’s use of secondary materials has decreased from 9.1% in 2018 to 7.2% in 2023 – a 1.9% drop over the course of five years. Such findings make our work to prevent the loss of valuable materials more important than ever from a truly global perspective. To maximise our impact, we’ve deliberately focused our resources and expertise on the sorting and recycling segment of the circular economy. This makes us the go-to source of guidance on scaling up resources and addressing the tough challenges so often involved in closing the loops created by the technological cycle. So, in cases where options such as ‘avoid’, ‘reuse’ and ‘refurbish’ have not gained traction, we remain committed to taking the action needed to ensure the physical properties of precious materials live on to continue delivering sustainable value. How circularity is instrumental in addressing climate change The way materials are managed in the circular economy is also essential in addressing other global challenges. This aligns with our theory of change, that the more secondary materials we can return to the market, the fewer virgin materials will need to be extracted and exploited to deliver the same product. Progress to date Objective Metric FY24 FY23 Target To turn our customers’ waste into new products Recycling rate (% of total waste handled) 63.2% 63.7% 75.0% Volume of material recycled (mT) 6.6 7.2 Volume of waste handled (mT) 10.4 11.2 Carbon avoidance (kg CO 2 e per tonne of waste handled) 237 232 Innovative secondary materials produced (tonnes) 361,796 325,990 1m Wastewater cleaning activities (total output in tonnes) 1,032,945 1,053,400 Production of renewable electricity (MWh) 98,707 85,204 Low carbon footprint biogas (m 3 ) 6,302,324 4,787,000 * Certain FY23 metrics have been restated following the completion of a limited assurance review. Volume of materials handled includes all outputs and direct deliveries, and inputs in cases where Renewi site is a final destination of material 36 Renewi plc Annual Report and Accounts 2024 It’s an approach with several benefits beyond reducing pressure on the planet’s resources, allowing minerals and fossil fuels to remain in the ground and reducing the impact on fragile habitats. By avoiding the use of virgin materials in manufacture, we preserve valuable natural resources and avoid millions of tonnes of GHG emissions every year. It enables us to bring our customers materials with a low carbon footprint, so they, in turn, can reduce carbon levels in their value chains. It means we can work in-house, with partners and via other routes to build the infrastructure needed to grow existing closed loops. In short, by pushing for more circular thinking by design, we can break the ‘disposable mindset’ that’s endemic to society. Recycling rate and journey towards our Mission 75 Our recycling rate has shown a slight decrease from 63.7% end FY23 to 63.2 % end of FY24, after showing an increase over the previous years. We diverted 9.7 million tonnes of waste from landfill during the year, significantly outweighing the 3.2 million tonnes of materials sent to incineration for energy recovery. In total, we successfully ensured that 6.6 million tonnes or 63.2% of the materials we handled contributed to material cycles, either as ready-to-use secondary materials or as high-quality pre-processed ingredients for transforming the materials in our supply chain. In the last year, our divisions did contribute in different ways to our group recycling rate. The two divisions Mineralz & Water and Specialities both delivered higher recycling rate through several initiatives. In Mineralz & Water, ATM contributed to the increase with improved performance in cleaning and treating wastewater. Specialities significantly increased recycling rate across the three business activities. Both Coolrec and Maltha performed consistently. Municipal increased as well, due to the ending of one contract. The size and impact of our Commercial Waste division did however overshadow the positive contribution from the two other divisions and lowered the group performance. While the ramp up of the advance sorting line of Ghent did start delivering increased recycling rate in Belgium, significant reduction of construction & demolition volumes in the Netherlands did generate a drop of recycling rate. We are further developing our Mission 75 programme, which aims to raise our recycling rate to 75%. In last year’s Annual Report, we described our progress across many areas, including investments in four key areas of innovation: recycling plastics; deriving value from organic waste; producing building materials; and improved sorting of residual waste. This year, we’ve built further on our achievements in all these areas, and we describe some of the highlights here. Driving circular advancements Once again, plastics have been a major focus area. One of our primary achievements during the year was the collaboration between our Coolrec subsidiary and Electrolux, the world’s largest producer of household appliances, producing a fridge with an interior made of 70% plastics from recycled fridges. This important world-first, which won first prize at Amsterdam’s Plastics Recycling Show Europe, drew on Coolrec’s advanced sorting and sophisticated quality control processing, as well as on their long-term contracts with schemes in Belgium, the Netherlands and France to source the plastic for recycling. New sorting lines at Acht and Ghent In another important development that will have a significant positive impact on our recycling capacity, we have ramped up our new state-of-the-art sorting line at our site in Ghent, Belgium, to its full annual capacity of 125,000 tonnes. This will support the recycling of an additional 38% of raw material from company residual waste, bring new life to 56% of commercial waste and extract 60,000 kg of recyclates for use as secondary raw materials. During FY24, we also opened another line of the same type at our Acht site in the Netherlands – see page 8 for full details. Extracting value from waste MDF In another significant breakthrough, during the year we were involved in a programme that has enabled medium- density fibreboard (MDF) to be recycled for high-quality recycling for the first time. Based on work undertaken with partners Gielissen and Unilin, this is now extracting actual value from waste MDF and helping to reduce a major constituent of biomass incineration. Recycling performance Volumes (‘000 tonnes) FY24 FY23 4 Total waste handled at sites 10,392 11,231 Of which Recycled 1,2 6,564 7,150 Recovered for energy production from waste 3 3,161 3,393 Landfilled, incinerated with loss of energy 667 688 Recycling rate 63.2% 63.7% 1. Recycling is material given a ‘second life’ for reprocessing into new goods/materials. 2. Includes tonnages of treated wastewater. 3. Recovery is waste used for energy production, such as production of waste-derived fuels, biomass and similar. 4. Restated metric following a review of our methodologies and limited assurance. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 37 Sustainability continued This project effectively illustrates our continued work to divert materials away from disposal or incineration by giving them new life as raw materials for products. During the year, we once again diverted multiple materials in this way, ranging from plastics, metal, glass, wood and ceramics to rubble, chipboard, drink cartons and even orange peel and coffee grounds. As a result, we produced 362kT of innovative secondary materials, an 11% increase compared with 326kT end FY23. Looking ahead, this performance keeps us on target to achieve our overriding sustainability targeted scale of 1 million tonnes annually as we continue to leverage our internal innovation pipeline. Developing new recycling routes for products This pipeline is essential to accelerate our recycling rate. Several of these were underway during the year. They include Coolrec’s development of a new way of recycling water boilers that complies with European legislation (EN 50625-2-3). This requires treatment plant operators to extract, capture, and recycle or dispose of the environmentally harmful volatile fluorocarbons or hydrocarbons contained in domestic boilers. Coolrec has now developed its own systems for safely recycling boilers, and from the end of 2024 will be capable of processing 15kT of appliances at its site at Lesquin in France. Outlook and future priorities These have all been key steps on our route to achieving Mission 75, and we have a number of essential ongoing priorities that have important roles to play during our continued journey. The first of these is the requirement to actively source more inbound streams of materials that are proven to require high rates of recycling activity, including waste from demolition and construction projects. We also aim to sort more raw materials from mixed residual waste. Secondly, we’re committed to creating plastic recyclates of ever-higher quality, encouraging increased demand and uptake among manufacturers. Thirdly, we aim to expand our activities on many fronts around the recycling of minerals, organics and wood. Success under all these dimensions will accelerate our progress towards our all-important Mission 75 goal, and we’ll continue reporting on progress in future. Our commitment to carbon avoidance Every year, Renewi prevents carbon emissions by diverting waste from landfill and turning it into valuable new resources. By calculating our carbon avoidance numbers, we see the tangible impact we’re making on the fight against climate change and our transition from an economy that’s essentially based on virgin materials to a more circular economy. Our calculation shows us the amount of CO₂ that using secondary materials saves over a virgin source. When making this measurement, however, we know not to expect a consistently positive outcome. There are various reasons for this. For example, it can sometimes take less energy to make a new material than to recycle an old one, particularly when it comes to plastics. Even transporting a material to a new application can produce more emissions than simply letting it pile up in landfill. However, the wide range of non-carbon benefits to be gained through using secondary materials massively outweigh these occasional negative impacts – see the graph on page 39 for the balance between positive and negative outcomes. In addition, we use a range of strategies to maximise our total carbon avoidance. Next to the production of secondary materials, these include generating energy from waste using landfill gas and anaerobic digestion, we also produce waste-derived fuels in energy production that our customers can use to replace fossil fuels. These include refuse-derived fuel (RDF) or solid recovered fuel (SRF), Renewi’s ICOPOWER® pellets, wood chips and other biomass fuels. Waste-derived fuels on our sites also drive our processes. Please see page 261 and 262 for details of Renewi’s avoided emissions, reported in accordance with the WBCSD Guidance on Avoided Emissions (2023). In total, our 9.7 mT of material streams that contributed to our net carbon avoidance during FY24 amounted to 2.5 mT of CO 2 e, compared to 2.6 mT in the previous year. In line with the decrease of Renewi’s total volume of materials handled between FY23 and FY24, our total carbon avoidance generated has also decreased. Three essential areas of focus enable us to progress further every year towards our goals around creating and sustaining a greener world based on a truly circular economy. Carbon avoidance in the supply chain as a result of our actions 1 Volumes (‘000) FY24 FY23 2 Materials separated for re-use/recycling 1,933 2,100 Waste-derived fuels produced and sold 742 740 Landfill gas/anaerobic digestion electricity production 31 37 Waste-derived fuel used at ATM 173 186 Actual emissions from incineration (411) (461) Total carbon avoidance 2,468 2,601 1. Framework of disclosure around avoided emissions available on page 261 and 262. 2. Restatement of FY23 metric resulting from the limited assurance exercise on our Recycling Rate. 38 Renewi plc Annual Report and Accounts 2024 Decontaminating wastewater The first is the action we take to decontaminate wastewater and give it a second life – directly and in full or partially – and to support local municipality wastewater facilities in first removing the most heavily polluted share. Renewi has the twin capability of both removing very high levels of pollutants and also rendering it safe for return to local wastewater sewage systems. We can even remove traces of fuel from water contaminated by shipping activities and then reuse it on site as our own source of energy. In some locations, we are also able to comply with more stringent wastewater quality standards and actually discharge treated wastewater into surface water, directly contributing to the circularity of water in our local ecosystem. During FY24, we decontaminated and prepared for reuse 1.03 million tonnes of wastewater. Biogas production We are also generating biogas with a low carbon footprint. While we don’t see creating energy as our primary focus, this is a critical area of activity since the world’s burgeoning reliance on energy continues to grow as a threat to the circular economy. Recognising how displacing fossil fuels reduces carbon emissions, we aim to use the highly versatile biogas generated at our landfills and our own anaerobic digestion facilities in three key ways. We either transform it directly into electricity – see below for further details – or we sell it, either directly to the grid in a compressed form or as a feedstock material in the production of bio-LNG. This emits almost no particulate matter and is estimated to generate around 80% fewer greenhouse gases than traditional diesel. Breakdown of our 2.5 mT of Carbon avoidance by major category 80 20 60 40 0 -20 Recycling-based potential ‘avoidance’ Waste-derived fuels produced and sold or used on site Anaerobic digestion power generation Landfill gas power generation Actual emissions from incinerations 78% 37% 1% 0.3% -17% In a significant step forward, we launched a new partnership in FY24 with Swedish energy company Vattenfall to provide gas made from food waste for use in the Dutch national gas network. The contract will start in FY25 and commits us to providing more than 7.5 million m³ annually, contributing to the Netherlands’ target of producing 2 billion m³ of green gas each year by 2030. Electricity from waste As mentioned above, producing renewable electricity from waste is our third key area of focus – selling to the grid any electricity we don’t use in our own operations. So, even though we increase the surface area of our sites covered by solar panels every year, the conversion of biogas from landfills and anaerobic digestion is the biggest contributor to our internal electricity production. In fact, during FY24, the 72 GWh we produced and self-consumed from this source covered 14% of our own electricity demand – see page 266 for more detailed statistics. Outlook As a circular economy change maker, the impact of our waste, water, and energy activities speaks for itself. We recycle resources, treat and depollute water, produce low-carbon types of energy, and enable local communities to transition to renewable energy instead of fossil fuels. Renewi plays a major role in contributing to a more circular economy and to a low-carbon future. The avoided carbon emissions we enable are our contribution to the decarbonisation of our customers’ activities. Through our Mission 75 ambition, we will continue to increase our positive environmental impact. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 39 Reducing our carbon emissions Sustainability continued Each year, we give millions of tonnes of materials a second life, saving them from landfills or incinerators. When doing so, we decarbonise the trajectory of our customers but we also generate CO₂ emissions. Here, we outline our efforts to reduce our own carbon footprint. The race to slow climate change In today’s complex economic landscape, prioritising the circular economy can have widespread benefits. At Renewi, we’re committed to investing in innovative solutions that transform waste into new materials, addressing various economic and social challenges. Addressing the climate emergency is paramount. Carbon reduction stands as the top priority for us, our partners, customers, investors and governments. Nearly a decade has passed since the adoption of the Paris Agreement, aiming to limit global temperature rise to 1.5ᵒC by 2050’s end. The pursuit of effective solutions to combat climate change is more crucial and challenging than ever. Many signatory governments acknowledged at the time that the targets set in Paris wouldn’t limit temperature rise to 1.5ᵒC. This reality is now widely accepted. While halting climate change is deemed unattainable, our collective goal is to slow its pace. However, the independent Climate Action Tracker warns that even if all pledges are honoured and targets met, the world is projected to warm by around 2.1ᵒC by 2100 – potentially reaching up to 3.4ᵒC. The implications of this scenario are staggering. Despite promises made at the Glasgow Climate Summit over two years ago, warming projections show no improvement. FY24 witnessed numerous extreme weather events globally, yet governmental policies remain largely unchanged. COP28 in Dubai sparked controversy over fossil fuel commitments, with some advocating for “phasing down” rather than “phasing out.” UN Secretary General António Guterres emphasised the inevitability of the fossil fuel phase out, urging prompt action. It’s evident that global action to phase out fossil fuels and embrace low-carbon solutions is imperative, with time running short it’s crucial that action is taken. Our goals and metrics At the end of FY23, we committed ourselves to setting near-term science- based targets, to be validated by the Science Base Target initiative (SBTi). Our specific carbon-reduction target is to reduce our absolute Scope 1&2 GHG emissions by 50% before the end of 2030 (FY31), using FY22 as our baseline. It also includes a commitment to reduce our Scope 3 emissions by 25% over the same timescale. Progress to date Objective Metric FY24 FY23 FY22 2025 Target (FY26) 2030 Target (FY31) 3 Reduce our carbon footprint Absolute carbon footprint Scope 1 & 2 1,5 (kT of CO 2 e) 577 604 631 536 (-15%) 3 315 (-50%) 3 Absolute carbon footprint Scope 3 (mT of CO 2 e) – 2 1.3 1.2 0.9 (-25%) 3 Be a leader in clean and green waste collection Carbon intensity collection 1 (kg CO 2 per tonne of waste collected) 13.3 12.9 – Share of Euro 6 trucks (% of total fleet) 87% 77% 67% 100% 100% EV (electric vehicle) trucks (number) 12 4 2 65 Reduce the carbon impact of our operations Carbon intensity of our sites 1 (kg CO 2 per tonne of waste handled) 7.8 8.1 – Share of renewable energy used on site 1 (% of renewable electricity out of total electricity use) 45.9% 35.0% 32.7% 50% 100% Hybrid or electric lease cars (% (PH)EV vehicles out of total fleet) – 4 38% 39% 40% 50% 1. Certain FY23 metrics have been restated following further limited assurance work. 2. To be reported through our 2024 CDP disclosure (Climate Change questionnaire). 3. Reduction target vs baseline year FY22. 4. KPI not measurable this year due to lack of reporting data from service provider. 5. Please refer to the methodology notes on p. 263 for the detail on limitations of the calculation approach applied. 40 Renewi plc Annual Report and Accounts 2024 During the year errors were identified in the data submitted for the limited assurance exercise completed last year. As a result the assurance exercise for Scope 1 and Scope 2 for FY23 and FY22 has been re-performed this year, along with FY24. As a result previously reported FY23 and FY22 have been amended. Our total Scope 1&2 emissions from our baseline year FY22 was restated to 631 kT. Our absolute 2030 (FY31) carbon-reduction target is now of 315 kT, around which we have built our carbon-reduction strategy. The table “Absolute carbon footprint Scope 1,2 and 3” provides a detailed overview of the three primary sources of greenhouse gases (GHG) that relate directly to our operations. The related emissions are those from our: • own onsite industrial processes; • fleet and other logistics activities; and • onsite energy usage. We have a set of KPIs that act as levers to drive the decarbonization of our activities. Our two carbon-intensity KPIs and associated sub-targets help us address Absolute carbon footprint Scope 1, 2 and 3 Renewi (incl. UK) FY24 UK only 2 FY24 Renewi (incl. UK) FY23 UK only 2 FY23 Scope 1 Anthropogenic emissions 356 19 375 20 Process emissions (kT CO 2 e) 240 15 253 16 Fuel combustion (kT CO 2 e) 116 4 122 4 Fuel consumption on sites only (Fuel: diesel, gas, other) 34 3 39 3 Fuel consumption in the logistic (Fuel: diesel, bio-LNG, other) 82 1 84 1 Biogenic emissions from processes and combustion (kT CO 2 ) 179 62 182 64 Total Scope 1 535 81 557 84 Scope 2 Emissions from purchased electricity 1 (market-based) (kT CO 2 e) 42 8 47 11 Emissions from purchased electricity 1 (location-based) (kT CO 2 e) 44 7 45 6 Total Scope 1&2 (considering market-based emissions from purchased electricity) (kT CO 2 e) 577 90 604 95 Total Scope 3 mT CO 2 e 3 * * 1.3 0.1 1. Renewi does not currently procure any other form of energy than electricity. Heat and steam are generated on premises where applicable therefore accounted for in Scope 1. 2. As per SECR Regulation. 3. Including categories 1, 2, 3, 5, 6, 7 and 15. * To be reported through our 2024 CDP disclosure (Climate Change questionnaire). Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 41 Sustainability continued those operational GHG contributors over which we have the greatest influence and can control on a daily basis. The first, ‘carbon intensity of collection’, addresses the emissions generated from the consumption of fuels and electricity per ton of waste transported in our logistics operations. The second, ‘carbon intensity of our sites’, considers the emissions from our consumption of diverse onsite energy sources per tonne of waste handled. We track these two KPIs, enabling us to use them as primary measures of the efficiency and performance of our energy usage while moving waste or transforming it into valuable secondary materials. Additionally we’ve articulated four sub-targets to drive the reduction of these carbon intensity KPIs. Daily, connecting the dots between these sub-targets and our absolute carbon reduction target helps our employees understand operational choices and how they contribute to our company’s goals. • To enhance the reduction of the “carbon intensity of collection” KPI, we are working on increasing the proportion of EURO-6 trucks within our fuel-powered fleet. Our target is to reach 100% by 2025 (FY26). And we are also electrifying the fleet with a target of 65 electrical vehicles within the two commercial waste divisions by 2030. • The ‘’carbon intensity of our sites” KPI is also supported by two sub-targets. The first KPI focuses on reaching 100% of renewable electricity used on site, whether purchased or self-produced and consumed. Our second sub-target aims at increasing the share of hybrid and/or electric lease cars for our employees to 50% of the fleet by 2030. To support reaching that target, a new HR policy was introduced last year to start only providing electric lease cars to employees when lease car’s contracts are renewed. The largest share of GHG arising from our activities originates from our process emissions from our manufacturing activities, including anaerobic digestion, mechanical biological treatment and landfill activities. Emissions are also generated by the incineration of specific kinds of waste using a specialist incinerator at our Mineralz & Water division’s ATM site. Our remaining emissions are linked to routine or waste-specific onsite activities, including potential fugitive emissions from coolant recovery at our Coolrec sites. Such emissions are driven by the volumes we process. Higher efficiency of processes and upgrade of technologies can help small reductions. Gaining a significant reduction of that type of emission remains therefore a challenge. Technologies such as carbon capture are one of the key solutions of our decarbonization plan. Our performance in FY24 Thanks to great effort to work on our carbon-intensity KPIs and the associated sub-targets, our absolute carbon emissions have decreased from 604 kT previous year to 577 kT of CO 2 e by the end of FY24. Since FY22, we have been decreasing our total carbon footprint by 4% year on year. This steady decrease has been delivered through a progressive reduction of emissions from our three main sources of GHG. We have been making progress on reducing the carbon intensity of our sites KPI by increasing the share of renewable electricity used on site from 35% up to 45.9% end FY24. Which is putting us on track to reach a total share of 50% within two years’ time. This, combined with our continuous improvement’s activities and focus on optimizing our energy usage, and despite a 1.6% increase of energy consumption on site, has largely contributed to a lower carbon intensity of our sites KPI which slightly decreased from 8.1 to 7.8 kg of CO 2 per tonne of waste handled. Looking at our collection’s activities, we have been making progress in transforming our fleet. The share of Euro 6 trucks increased from 77% up to 87%. Our fleet has also welcomed 8 new electrical vehicles in the last year. However, this progress on our two sub-targets was not reflected in a lower carbon intensity in collection KPI, which increased from 12.9 to 13.3 kg of CO 2 per tonne of waste collected. More attention to routes’ efficiency, trucks’ loads and transportation activities between our own sites will be needed in the coming year. Our decarbonisation roadmap For us to help decarbonise our industry to the greatest possible extent, we need to completely shift away from the use of fossil fuels. This truth is at the heart of our roadmap, which alongside its focus on onsite and transportation-linked energy consumption, also identifies a wide range of further carbon-reduction initiatives across our divisions. Naturally, these are designed both to meet the specific needs of our business and to align with different national regulations and other requirements. 42 Renewi plc Annual Report and Accounts 2024 Reducing our carbon footprint in the collection of waste The transformation of our fleet is critical. Several initiatives are being considered in order to articulate and phase short term, medium term and long term emissions reduction solutions. In the Netherlands and Belgium, two levers are considered in parallel. On one side, switching to HVO fuel from waste origin is seen as a transition strategy that will allow GHG reductions in scope 1 and scope 3 simultaneously while planning for further electrification of the fleet, which requires first to secure grid connection and on-site electrical infrastructure. Reducing our carbon footprint on site. Our ambition to reach 100% renewable electricity by 2030 (FY31) is already supported every year with increased self-production of electricity. For all purchased electricity, we plan to purchase green electricity through green certificates for the coming few years. It is foreseen that our total electricity consumption will still increase from the electrification of our fleet and the phase out of fossil fuel. On-site self-production could become strategic to secure stable pricing. We are currently investigating which other sites after Ghent (and the tallest windmill in Belgium) could contribute to our self-production ambition. In parallel, all our teams are working in building and enriching sobriety and efficiency plans next to the creation of a plan to electrify yellow and white goods. Total energy balance by usage location Megawatt hours (MWh) FY24 Total FY24 excl UK FY24 UK FY23 Total FY23 excl UK FY23 UK Energy demand of sites 392,570 339,765 52,805 386,577 333,092 53,484 Electricity purchased 165,618 132,738 32,879 172,673 139,965 32,708 Own electricity production 58,342 51,710 6,632 25,526 18,276 7,249 Fuels 168,611 155,317 13,294 188,378 174,851 13,527 Of which natural gas 82,097 77,482 4,616 89,509 84,599 4,910 Energy demand of fleet (cars and trucks) 338,071 334,441 3,629 339,881 336,114 3,767 Electricity purchased 1,620 1,620 0 1,353 1,353 0 Fuels 336,450 332,821 3,629 338,528 334,761 3,767 Total energy demand 730,641 674,206 56,435 726,458 669,206 57,252 Reducing our process emissions Reducing process emissions remains a challenge. Through our activities, we deliver environmental benefits in processing and treating waste, we enable carbon avoidance in the value chain, and we ensure that contaminated or hazardous waste is taken away from the environment. Technologies such as carbon capture are one of the key solutions of our decarbonisation plan. We are currently investigating the feasibility of such technologies within our operations. Outlook Looking ahead, we remain on track to reach our short-term carbon reduction target by 2025 (FY26). The coming years are going to be pivotal in determining and implementing the right transformational and technological solutions to halve our carbon footprint by 2030 (FY31). We are on a journey to continuously drive our business performance and to have the greatest possible long-term positive environmental, social and economic impact. The positive impact from our industry is major. Ensuring that most secondary materials will soon supersede virgin materials is playing an essential role in slowing down climate change. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 43 Caring for our people and ecosystems Sustainability continued Safety first: our zero-accidents ambition Safety is our top priority at Renewi, and during the year we have continued to focus our attention on creating a zero-accident culture at every level of the organisation. Our most important efforts have been on ensuring that all our sites are safe, starting with the shopfloor where the risks are at their greatest. We have therefore delivered several programmes, including the Site Traffic Plan designed ultimately to eliminate risk in those environments where our people work in close proximity to vehicles and other machinery. At the most senior level of the business, we also rolled out our safety leadership programme. Our Executive Committee took part in the programme and participated in the first sessions conducted with the divisional management teams. During the year, more than 200 of our leaders participated in this 2.5-day modular programme, representing a significant investment in our leadership teams. Our focus now is on the development and delivery of programmes designed to strengthen and sustain our safety culture at all levels of the organisation. As part of this, the top leadership teams within each division have also been participating in discussion sessions on the following themes: • Clear roles and expectations • Seeing risks and acting accordingly • Facilitating safe working Gaining insights and conducting constructive discussions on a diverse range of safety, health, environment and quality (SHEQ) topics with our leaders enables us to take the next step in the development of our safety culture, which will be to roll out the programme to more of the operational leaders within the organisation. Such initiatives are part of a significant cultural development at Renewi, in line with our organisation-wide Safety Strategy, which has ‘Zero Accidents’ as its ultimate objective, resulting in a working environment that is guaranteed to be safe for all. Progress to date Objective Metric FY24 FY23 2025 Target Deliver people home safe and well every day Lost time/injuries rate (LTIF) (number LTI x1’000’000)/number of hours worked 6.8 9.4 7.0 (Target year: FY24) Employee mood (‘mood’ score in Pulse) 7.4 7.4 7.5 (+5%) 1 Healthy at work rate (% healthy employees) 94% 92% 96% Make Renewi a rewarding, diverse and inclusive working environment Employee engagement (eNPS score in Pulse survey) +23 +22 +30 (doubled) 1 Females in higher management (% of all employees) 23% 24% 30% (+10% pts) 1 Positively impact our communities Number of complaints (number of complaints received annually) 63 133 Major environmental incidents and major fires (absolute figure) 2 3 0 1. Versus baseline year FY20. 44 Renewi plc Annual Report and Accounts 2024 Renewi has been implementing the International Sustainability Rating System (ISRS) since 2022 to identify and adopt best-in-class safety practices, including those from beyond our own industry. The system comprises three key elements: a culture of safety leadership and risk awareness; investments in the right tools and equipment; and the management systems, standards and rules necessary for a safe workplace. As part of our ISRS implementation, we also completed the development of our 12 shared Renewi standards, including Permit to Work and Management of Change. Training is now well underway across our divisions, and divisional action plans are being cascaded down to site level. Looking ahead, our focus for the year to come will be on measuring our progress and seeking new opportunities for continuous improvement. We are committed to the continual progress of this strategy, and during FY24 we delivered a range of tactical elements, including the launch of our Work Safe awareness campaign. Risk awareness is crucial for our employees. During the year we emphasised its importance to our colleagues through dedicated training and best practice knowledge-sharing sessions. Delivering people home safe and well, every day Ensuring that everybody connected with Renewi returns safely to their homes and loved ones every day is at the heart of our safety culture. Everything we have described above contributes strongly to this core principle, and as part of our day-to-day routine we carry out many actions to reinforce our safety culture and reduce the number of harmful incidents across the business. As mentioned above, site safety is critical to our business. Traffic-related issues were risk assessed by a multidisciplinary team (operations and SHEQ) on all our operational sites. These risk assessments resulted in a revision of the formal traffic management plan, in which adequate systems, physical controls, and procedures to control the risks are documented. We have invested in the delivery and realisation of these plans in FY24 to ensure an environment where pedestrians and vehicles will not collide. We regularly measure three key metrics relating to the health and happiness of our people – the lost-time injury rate (LTIF), employee mood, and the healthy at work rate. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 45 Sustainability continued Last year’s trends of our LTIF and the total sickness rate 1 are displayed on the two charts above. Due to our commitment, effort and continuous focus on safety and health, we have managed to successfully lower our number of recorded injuries. Our LTIF has decreased from 9.4 to 6.8, which is below our FY24 target of 7. A great collective achievement. In the coming year, the SHEQ team will work on continuously pursuing a lower LTIF and on defining our next safety target towards 2030 (FY31). We have completed for the first time a limited assurance review of our LTIF which covered both FY24 and FY23. On top of the implementation of the first six ISRS elements together with Renewi standards, the following three behavioral 8 6 4 2 0 Q1 2024 5.30% Q2 2024 Q3 2024 5.20% 5.93% Q4 2024 5.77% LTIF rate during FY24 10 9 8 7 7.0 6 5 Q1 FY24 FY24 Target Q2 FY24 Q3 FY24 Q4 FY24 Total Renewi sickness rate during FY24 drivers have played a major role in focusing on managing risks and prevention: better definition of roles and expectations to drive a safety culture, improved awareness of health and safety related topics, constructive dialogues amongst teams. Making Renewi a rewarding, diverse and inclusive working environment Our ability to adapt to changing market conditions and transform our businesses to meet customer needs is one of Renewi’s key strengths, underpinning the delivery of our growth strategy. In FY24, we laid the foundations for growth in our core markets by ensuring our businesses were right-sized and fit for purpose. This involved introducing efficiencies and preparing the ground for growth in various markets by engaging in several change programmes, including Simplify and Future Fit, and these programs will be our focus for the future. We have also supported our business managers in dealing with continuous change and, in some cases, replaced senior management to ensure our organisation is fit for the future. Diversity and inclusion Diversity and inclusion is an important, ongoing part of our culture and hiring practices. Raising awareness of unconscious bias is part of our standard training for Renewi managers and leaders, and a structural part of the recruitment process. Our Diversity & Inclusion targets include achieving a 75/25 male/female employee ratio and we aim to create an 1. The healthy at work rate is calculated by deducting the sickness rate from a total of 100%. * Both metrics generated on a rolling 12 months basis 46 Renewi plc Annual Report and Accounts 2024 inclusive culture for all. In the coming year we will improve our efforts to attract and retain more women in leadership functions by improving the recruitment of our top level functions and by setting up mentoring programs. Full breakdown of employee’s gender diversity is detailed on page 270. At Renewi, we are proud to also be a multinational and multicultural collective of people. With more than 70 nationalities within our permanent workforce 1 , we celebrate and appreciate differences as we work together every day. Each year, one D&I day is organised around a new theme. Our last three themes were: discussing our differences, traditions and celebrations and “what is your own super power?’’. Equipped to make an impact, every day We develop our employees to become the best they can be and help deliver our vision: to be the leading waste-to-product company in Europe. We are now optimising our personnel development plan and will offer a programme to all our employees as an integral part of our performance management cycle. This includes expanding our suite of learning opportunities to provide training in the three areas of the 70-20-10 learning principle, which states that 70% of learning is gained from on-the-job experience, 20% from feedback and 10% from training. We are also ensuring that our operations- based employees achieve a Licence to Operate certificate, to prove that they have the mandatory knowledge and skills to carry out their work efficiently and safely. Nurturing talent Our employees are our most important asset, and we want to give them the space and support that allows their talent to flourish. Our talent function is designed to help our people develop their potential in roles that match their strengths, for example, by becoming an expert in their field or a future leader. Annual talent reviews are conducted for all office-based employees above a certain grade. We then actively use the data from this review to conduct a career conversation with the employee, create their development plan, and provide them with appropriate career opportunities. We also hold Talent Board lunches where selected employees meet with Board members to discuss aspects of the business. This open dialogue is invaluable, both in bringing to the Board knowledge and ideas from different parts of the organisation and in giving employees the opportunity to learn more about what the Board does and suggest ideas to the Directors. In addition, we continue to ensure the next generations of remarkable people can find their place in Renewi: we do this by providing management traineeships and internship programmes to junior talent. Developing leaders In 2024, we will launch the first level of a new leadership development programme tailored to each leader’s specific level. This will replace the previous programme, LEAD. The new programme will define a leadership success profile, which outlines what successful leadership looks like at each of our five leadership levels. Leaders will be given a 360-degree assessment and a leadership curriculum to help them work on the skills they need to develop. We are further supporting our leaders by optimising the way we recruit, onboard, develop and oversee the performance and health of our employees. Part of this is the annual People Leader Essentials programme, which gives our new and existing leaders both the knowledge and the skills to support employees at every stage of their engagement with Renewi. We are also continuing our two-year Future Leader Journeys development programme, which is designed to help early-career employees with leadership potential develop the skills they need to become future leaders. The pilot of this programme gained very positive feedback and resulted in 9 out of 12 young leaders moving into a leadership role. Labour market The shortage in the labour market has been challenging, but we have achieved great results from projects and focused campaigns designed to attract employees with specific skills we need, such as drivers. We continue to build our employer brand and engage potential employees by communicating our purpose, growth and career opportunities – as well as our working-from-home policy and company- wide grading – using a range of platforms from job websites to social media, including TikTok. 1. Operations-based employees in France and Portugal are not included in the generation of this figure. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 47 Sustainability continued We hired 887 people in FY24, 22.3% of whom are women. 19.7% of our vacancies were filled by internal candidates, while 743,000 potential candidates viewed us on careers websites. We are living in a time when workplaces include employees from a wide span of generations, each with different needs and expectations of what they want from work. Our approach to the labour market is to reach out to all generations to inform and educate them about what we do, and excite and inspire their interest in the areas that might interest them. Healthy employees In 2023, we rolled out our health programme Renewi Vitality in both the Netherlands and Belgium. This programme has been translated into three practical pillars for employees: • Feeling good about yourself, which discusses the benefits of both physical and mental health • Working in balance, which offers advice on how employees with a good work-life balance create a healthy working environment • Ready for the future, which is about “working sustainably”. This addresses both physical and mental health for today and tomorrow. And it addresses as well the learning and development needs to be employable in the future, when different skills and competencies might be required. In 2023, the focus for Renewi Vitality was on physical strain, which had been identified as the number one cause of absenteeism within Renewi. Three target groups were identified. We rolled out a series of initiatives to help employees in these groups avoid and manage physical strain. We also launched a refreshed online portal in the Netherlands, where employees can find coaching and training programme and “take control of their own vitality”. In parallel of this programme, we also developed a Renewi Vitality card game to help managers raise awareness and facilitate discussions with every employees. In recognition that last year’s economic situation caused unexpected financial stress for some colleagues, we set up the Renewi Social Fund. Employees who are faced with an unexpected financial emergency that they could not have foreseen can apply for an allowance from the fund. The healthy at work rate for FY24 is 94% We want to nurture the wellbeing of everybody at Renewi. If anyone has a health issue – be it physical or mental – we will try to find them alternative activities that better suit their condition, support their health and reduce the chances of them becoming ill. The healthy at work rate 1 is calculated by deducting the sickness rate from the total number of employees expressed as 100%. The sickness rate is an average of all sickness rates recorded since July 2023 2 . Harmonisation and digitisation An important part of our culture is providing fair and equal rewards and conditions for all our employees. As we grow, particularly through inorganic growth, we take care to make sure conditions are harmonised across our operations. After harmonising most of the labour conditions of our employees in the Netherlands, we focused in 2023 on harmonising the rewards of the largest group of employees in Belgium – the non-office-based employees of Commercial Waste Belgium. We minimised the number of variations in reward policies with the consent of the unions after a challenging negotiation process. In co-operation with union delegates, we then informed all employees of the changes and individual impact. Our employees in Belgium and the Netherlands can now be confident that we offer everyone fair and equal pay for similar work. We have also simplified rewards, and enhanced data quality and process efficiency. Our final step will be to simplify and unify rewards for the remaining office and non-office-based employees in Belgium and harmonise the reward policies of our employees in France and Portugal. For those whose rewards have not yet been harmonised, we will use employee and manager self-service tooling until full harmonisation is completed. As a result of this harmonisation of rewards and policies, we were able to successfully implement Workday, a single HR system for all employees, and began using its core modules in June 2023. Approximately 4,000 employees then began using this software to manage absences, annual leave, expenses and salary information. Harmonising data and reporting for the entire Renewi Group represents a big step forward. All HR data in this report is drawn from data in Workday. Our use of the software can also be expanded if we extend operations into different countries. Positively impacting our communities and ecosystems wherever we operate Being a positive force in the communities where we operate is at the heart of who we are and what we do. That’s why we work so hard to minimise the impact of our operations on local communities and to make people’s lives better. We know that processing discarded items can have a significant community impact, which is why managers across our 154 sites and their local SHEQ (Sustainability, Health, Environment, Quality) leaders maintain an open dialogue with their 1. Operations-based employees in France, Portugal and Belgium are not included in the figures because they are not recorded in Workday software. 2. The average was calculated between June 2023 and March 2024. The averages of April and May cannot be included since Workday software was not introduced until June 2023. 48 Renewi plc Annual Report and Accounts 2024 local communities. If a complaint arises, they quickly collect, identify and understand any concerns. And when there is a need to take corrective action or manage an incident, they always implement a specific plan while maintaining open communication on status, progress and next steps. Our SHEQ team reports on and tracks the number of complaints each quarter, registering them in our central system along with the actions taken. The number of complaints reduced by half in FY24, thanks to our focus on investing in technology, staff awareness training and active communication with communities and the regulators. Everywhere we operate, we report on any significant environmental incidents that may occur, covering any incidents that take place on site and have an impact on the local environment and vicinity of our operations. Major risks in the waste industry include fires and spills or emissions to soil, water and air. We have undertaken measures to address these risks, including improvements to waste storage and investment in technology. During FY24, there were no major environmental incidents reported. We did suffer from two fires, down from three in FY23, and significantly below the 19 events in FY22. We therefore remain on track to meet our FY25 target of zero major environmental incidents and fires. We are not complacent though due to our awareness of the growing threat of fire represented by lithium batteries and vapes. We also work with the wider industry and our regulators to improve legislation on handling dangerous waste, as well as aim to educate community members around separation and enforcement, to ensure that waste arriving on site is as safe as possible. Integrity and Code of Conduct Integrity is an important topic within Renewi. We have a group-wide Code of Conduct in place which can be found on our company’s website (https://www. renewi.com/en/our-policies). Renewi’s Code of Conduct is the compilation of i.a. (I) our commitments: • Against forced labor and child labor, • Against bribery, corruption, discrimination and unethical business practices; and (ii) our core values, mission and vision. Renewi’s Code of Conduct not only specifies what conduct is expected of Renewi employees but also what employees can expect from Renewi. Statutory framework Renewi’s Code of Conduct is an adjunct to national and international legislation and regulations. Renewi’s Modern Slavery Statement can also be found on our company’s website. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 49 Ratings and frameworks We use the advice and insight gained from third-party ratings and standards to measure and guide our ESG performance. This ensures we are always benchmarked to current best practices in management to meet stakeholders’ expectations. Recognition of our work Our work was acknowledged with several awards in FY24. In Belgium, we won the Trends Impact Award in the Circular Economy category, which recognised our innovative sorting installations and compliance with VLAREMA 8 legislation. Meanwhile, Coolrec won first prize at the Plastics Recycling Show Europe for its refrigerator made with recycled plastics and, at Express PME Caixa, Maltha took the PME Revelation award in the Energy and Environment activity sector, recognising its commitment to the circular economy. ESG accreditations and ratings GRI Renewi reports on its non-financial metrics with reference to the GRI. This important international benchmark is one of the criteria for UN Global Compact membership and is recognised as best practice for non-financial reporting. The GRI standards we report on include emissions, energy consumption, diversity and safety. You will find the GRI content index on p272. UN Global Compact Renewi is an Advanced level reporter of progress towards the UNGC Ten Principles and has pledged to continuously pursue improvements in the key areas of the environment, human rights, labour and anti-corruption. You can find the relevant UNGC disclosures on p273. TCFD We are working towards full adoption of the guidance and further improving our understanding of climate-related risks and opportunities. You can find the section on TCFD on p78 in the Risk section. CDP We have been participating in the largest corporate disclosure project for several years 1 . In FY24, we maintained the score C for our corporate transparency on climate change, having seen an improvement in the scoring of the underlying score elements versus last year. SBTi In 2023, Renewi committed to submit near-term targets to the SBTi. This is the first step towards our net zero carbon emission reduction goals for meeting the maximum 1.5°C global warming target, as set out in the Paris Agreement. Renewi is currently waiting for its targets to be reviewed and approved by the SBTi. S&P S&P global ratings have in prior years recognised the sustainability-oriented business model of Renewi, our contribution to the circular economy and our efforts to lower GHG emissions. In FY23, in contrast to previous years, our sustainability rating decreased significantly, and we are investigating the reasons behind this result. Going forwards, we aim to address any perceived issues and return to the higher rating ranges. C 33 Guidance Performance scores 1. To learn more about CDP scores, visit https://www.cdp.net/en/scores. 50 Renewi plc Annual Report and Accounts 2024 ISO 100% of our Commercial Waste and Specialities sites and 86% of our Mineralz & Water sites are certified under the ISO 14001 standard for environmental management and certification is planned for one remaining uncertified M&W site. ISAE Our Scope 1&2 emissions have been limited assured under the ISAE 3410 standard since FY22. This year, the assurance for FY22 and FY23 was reissued following retrospective data corrections. CO 2 Performance Ladder The Dutch government has endorsed this carbon management system and it is now being adopted in Belgium and other countries. Thanks to the standardisation of our GHG calculation carried out in FY23, Renewi was able to extend its CO 2 Performance Ladder certification by SKAO (Stichting Klimaatvriendelijk Aanbesteden & Ondernemen) to the entire non-UK business in FY24. Renewi proudly maintains Level 4 certification out of 5 levels available. PSO Ladder The Performance Ladder for Social Entrepreneurship (PSO in Dutch) has been developed to provide insight into the extent to which companies contribute to the employment of people with a vulnerable labour market position. The Performance Ladder has 5 levels: Aspirant, Basis, Level 1, 2, and 3. Renewi’s activities in the Netherlands are certified Level 1. LSE Green economy mark Renewi continues to be recognised by the LSE as one of the issuers driving the green economy in the FY24 cohort. EcoVadis This platform evaluates the quality of sustainability management in our local entities, focusing on policies, procurement practices, labour standards and other responsible business aspects specific to the size and location of the entity, with an industry-specific angle. Our Commercial Waste divisions have been both awarded a silver medal with a score of 55/100 in Belgium and 66/100 in the Netherlands FTSE4Good Renewi maintained its position on the FTSE4Good index for the 5 th year running in FY24. Audits and validations Stock market Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 51 KPIs Measuring our performance Revenue €1,689.2m Revenue from continuing operations down year on year by 1% given overall volume declines particularly in Commercial Waste Netherlands despite the impact of price increases. Underlying EPS 61 cents In line with the lower profit in FY24, underlying EPS from continuing operations dropped from 89 cents last year to 61 cents. Underlying EBIT €105.5m The decline in underlying EBIT from continuing operations is driven mostly by construction and demolition volumes along with lower recyclate prices. Positive action from the recent Simplify programme and a strong performance at ATM and Maltha have not been able to compensate the shortfalls in Commercial Waste division. The Simplify programme will be beneficial to FY25. Return on capital employed 7.7% A decline year on year for ROCE on a total operations basis given the loss for the year including the impact of the UK Municipal exit. Statutory loss €30.9m An overall loss of €30.9m for the year as a result of accounting for the UK Municipal business as asset held for sale which has led to an exceptional charge of €64.5m. Leverage ratio 2.14 Leverage ratio closed the year at 2.14 times, an increase from March 2023 given a higher average of core net debt following the prior year acquisition of Westpoort and reduced EBITDA given the current year performance. Strong cash actions in the last quarter helped the year end position. Unless otherwise stated, all financial results throughout this report are shown without UK Municipal, as these activities are classified as “Asset Held for Sale”. Non-financial metrics are shown including UK Municipal. Financial FY22 FY23 FY24 1,689.2 1,703.9 1,652.9 FY22 FY23 FY24 61 89 109 FY22 FY23 FY24 7.7 10.6 11.6 FY22 FY23 FY24 2.14 1.83 1.44 FY22 FY23 FY24 105.5 131.7 140.9 FY22 FY23 FY24 (30.9) 66.6 75.4 * The definition and rationale for use of non-International Financial Reporting Standards (IFRS) measures are shown in note 8.3 in the consolidated financial statements. 52 Renewi plc Annual Report and Accounts 2024 Absolute carbon footprint scope 1&2 (kT of CO 2 e) 577kT We have delivered an 8% decrease in our scope 1&2 carbon emissions from our baseline year FY22. A steady decrease delivered through a continuous reduction of emissions from our three main sources of GHG. Our ambition is to halve our absolute carbon footprint Scope 1&2 by 2030 (FY31). Lost time injury rate (LTIF) 6.8 Due to our commitment, effort and continuous focus on safety and health, we have managed to successfully lower our number of recorded injuries. This year, our LTIF has decreased from 9.1 to 6.8, which is below our FY24 target of 7. A great collective success. In the coming year, the SHEQ team will work on continuously pursuing a lower LTIF and defining our next target toward 2030 (FY31). Recycling rate (%) 63.2% Our industry-leading recycling rate has seen a slight decrease in FY24 to 63.2% primarily due to the overall volume decline seen in Commercial Waste Netherlands, overshadowing greater recycling rate from both M&W and Specialities divisions. Carbon intensity in collection (kg CO 2 /T of waste collected) 13.3kg/T Reducing our carbon footprint in the collection of waste is driven by increasing route efficiency, fuel and driver efficiency and the electrification of our fleet. Despite continuous efforts, this KPI has seen an increase from 12.9 to 13.3 kg of CO 2 per tonne of waste collected in FY24. Employee engagement (eNPS score in pulse survey) +23 We are focused on positioning Renewi as a leading company to work for in the circular economy. We have conducted three Pulse surveys this year, and our eNPS score has increased from +22 to +23, with a target of +30 by 2025. Carbon Avoidance (kg CO 2 e/T of waste handled) 237kg/T We prevent carbon emissions by diverting waste from landfill and turning it into valuable new resources. In FY24, we avoided 2.5 mT of carbon emissions, which equals to 237 kg of CO 2 e per tonne of waste handled. Share of renewable energy used on site (%) 45.9% We are making progress in lowering our on-site carbon emissions by reducing energy consumption, increasing our own production of renewable energy (solar, wind, energy from waste) and by prioritising the purchase of renewable electricity. Our target is to reach 50% by 2025 (FY26) and 100% by 2030 (FY31). Women in leadership (%) 23% After making good progress with our Diversity and Inclusion strategy in the previous years, we have seen a one-point decrease of women in leadership positions this year, to 23%. Our target is to reach 30% by 2025. * (Number of LTI/total number of working hours) × 1,000,000 hours Non-Financial FY23 FY24 63.2 63.7 FY23 FY24 13.3 12.9 FY22 FY23 FY24 +23 +22 +18 FY22 FY23 FY24 23 24 22 FY22 FY23 FY24 45.9 35.0 32.7 FY22 FY23 FY24 6.8 9.4 FY23 FY24 237 232 FY22 FY23 FY24 577 604 631 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 53 Progress in a challenging market We have continued to deliver against the strategic priorities previously communicated at Renewi’s Capital Markets Day in October 2023. However despite these successes, a challenging operating environment for Commercial Waste Netherlands, particularly in the Construction and Demolition sector, adversely impacted the overall Group results in FY24. We achieved a number of goals including further optimisation of the portfolio as Mineralz & Water continued its recovery with its overall performance slightly ahead of the original recovery plan. As announced, an exit for the UK Municipal business has been agreed with completion expected before 31 December 2024. Cost reduction and efficiency in both the short and longer term, remains a key focus for the Group. The Simplify programme launched in the third quarter has achieved its targeted full year run-rate impact of €15m in SG&A costs by the end of March. This action will contribute to our medium term objective of delivering high single-digit EBIT margins. Given the status of the UK Municipal strategic review at the end of the financial year, the business is presented as an asset held for sale at 31 March 2024. This has resulted in this business being disclosed as a discontinued operation with the financials now presented on a continuing and discontinued operations basis with a restatement of the prior year comparatives. As a result of this an exceptional charge of €64.5m has been recorded. “We moved forward on a number of our strategic priorities in a challenging market environment, where our operational results were solid in three out of our four business areas.” Annemieke den Otter CFO CFO’s statement Financial performance FY24 €m FY23 €m Variance % Continuing operations Revenue 1,689.2 1,703.9 -1% Underlying EBIT 105.5 131.7 -20% Operating profit 97.6 141.5 -31% Underlying profit before tax 68.0 105.2 -35% Non-trading and exceptional items (7.9) 9.8 Profit before tax from continuing operations 60.1 115.0 Total tax charge for the year (14.9) (29.0) Profit for the year from continuing operations 45.2 86.0 Discontinued operations (76.1) (19.4) (Loss) profit for the year (30.9) 66.6 Organic annual revenue growth -1% 3% Underlying EBIT margin 6.2% 7.7% Free Cash Flow/EBITDA conversion 9.0% 9.9% Return on capital employed 7.7% 10.6% * The FY23 numbers have been reclassified to reflect discontinued operations as set out in section 1 in the consolidated financial statements. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. 54 Renewi plc Annual Report and Accounts 2024 Revenue from continuing operations fell by 1%, to €1,689.2m driven by slow economic growth and a reduction in recyclate prices. Overall volumes were down year on year albeit stable in the second half and recyclate prices have remained largely stable throughout the year. Underlying EBIT from continuing operations was 20% lower than the prior year driven by volume and recyclate impact of €35m as cost inflation was largely mitigated by pricing discipline and ongoing cost initiatives. In addition, there has also been the impact this year of a higher level of favourable one-off items of c€5m arising from some accrual releases and other settlements. These one-off items do not qualify as non-trading or exceptional in accordance with our accounting policy. The benefit of ongoing cost reductions and execution of strategic initiatives has resulted in an improved underlying EBIT margin performance in the second half of the year of 6.7% compared to 5.8% in the first half of the year. Net finance charges have risen in FY24 as a result of increased costs of borrowing and higher average debt balances across the year. The level of exceptional and non-trading items in continuing operations was higher than last year as described below, resulting in a statutory profit for the year from continuing operations of €45.2m compared to €86.0m last year. Additionally, during FY24, we have embarked on our Future Fit digital programme, a strategic initiative expected to increase operational efficiency, asset utilisation and customer satisfaction, also supporting the Group in achieving its medium-term margin ambitions. Our capital allocation policy was reset during the year to reflect an ongoing disciplined approach to capital, prioritising shareholder returns and investing in profitable growth. In line with this a final dividend of 5 pence per share is proposed which will be subject to approval at the Annual General Meeting. Non-trading and exceptional items excluded from underlying profits To enable a better understanding of underlying performance, certain items are excluded from underlying EBIT and underlying profit before tax due to their size, nature or incidence. Total non-trading and exceptional items in continuing operations were a cost of €7.9m (FY23: €9.8m credit) and include the costs of the Simplify restructuring programme, portfolio management activity, amortisation of acquisition related intangibles reduced by profits from property disposals and other items. Further details on all non-trading and exceptional items are provided in note 3.3 to the consolidated financial statements. Operating profit from continuing operations, after taking account of all non-trading and exceptional items, was €97.6m (FY23: €141.5m). Net finance costs Net finance costs from continuing operations increased by €11.2m to €38.0m (FY23: €26.8m) as a result of the impact of additional fixed rate borrowings in the second half of FY23, increased interest rates, the level of borrowings on the revolving credit facility and a non-cash write off of €1m of unamortised loan fees following the August 2023 renewal of the €400m revolving credit facility. Further details are provided in note 5.4 to the consolidated financial statements. Profit before tax Profit before tax from continuing operations on a statutory basis, including the impact of non-trading and exceptional items, was €60.1m (FY23: €115.0m). Taxation Total taxation for the year from continuing operations was a charge of €14.9m (FY23: €29.0m). The effective tax rate on underlying profits was 23.7% at €16.1m, a decrease from 29.3% in the prior year, as a result of tax losses claimed from the UK Municipal entities. A tax credit of €1.2m is attributable to the non-trading and exceptional items of €7.9m as a number of items are not subject to tax. Looking forward, we anticipate the underlying tax rate to be approximately 27%. Due to items disallowed for tax in both the Netherlands and Belgium, our effective tax rate is higher than the nominal rates in the countries where we operate. Our Group tax strategy remains unchanged and is fully documented on the Group website. The Group statutory profit for the year from continuing operations, including all non-trading and exceptional items, was €45.2m (FY23: €86.0m). Discontinued operations The post-tax loss for the year from the disposal group was €76.1m including the re-measurement impact in reflecting the business as asset held for sale. Further details on the performance of the UK Municipal business and the implications of the transaction are provided in note 6.4 to the consolidated financial statements. Earnings per share (EPS) Underlying EPS from continuing operations excluding non-trading and exceptional items was 61 cents per share, a decrease of 28 cents given the lower profits. Basic EPS from total operations was a loss of 43 cents per share compared to earnings of 79 cents per share in the prior year. Dividend The Board is recommending a final dividend of 5 pence per share. Subject to shareholder approval at the 2024 AGM, the final dividend will be paid on 31 July 2024 to shareholders on the register at close of business on 28 June 2024. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 55 CFO’s statement continued Cash flow performance The funds flow performance table is derived from the statutory cash flow statement including both continued and discontinued operations and reconciliations are included in note 18 in the consolidated financial statements. The table shows the cash flows from an adjusted free cash flow to total cash flow. The adjusted free cash flow measure focuses on the cash generation excluding the impact of historical liabilities relating to Covid-19 tax deferrals, settlement of ATM soil liabilities, spend relating to the UK PPP onerous contracts and other items including exceptional cash spend. Free cash flow represents the cash available to fund growth capital projects, pay dividends and invest in acquisitions. Adjusted free cash flow was only slightly lower than last year at €69.6m (FY23: €72.9m) despite the lower EBITDA, which was offset by improved working capital management, increased utilisation of invoice discounting and disposal proceeds. Replacement capital expenditure of €57.2m was significantly lower than last year following the disposal of the Hemweg site in Amsterdam. The disposal of this site was anticipated as part of the overall business plan for the Renewi Westpoort acquisition in 2022. Stripping out proceeds from this and other exceptional property disposals, replacement capital expenditure was €77m, a decrease of €17m on the prior year which included a number of catch up projects delayed during Covid. In addition, €66.6m of new leases or modifications have been entered into which are reported as right-of-use assets with a corresponding lease liability. These leases include the continuation of the truck replacement programme, property lease renewals or extensions and others. Growth capital expenditure of €22.0m includes further spend on the VLAREMA 8 advanced sorting investments in Belgium and the newly commissioned rigid plastics sorting line at Acht in the Netherlands. Funds flow performance FY24 €m FY23 €m Underlying EBITDA 232.3 255.6 Working capital movement 25.7 (5.8) Movement in provisions and other (8.5) (0.2) Net replacement capital expenditure (57.2) (87.3) Repayment of obligations under lease liabilities (55.3) (47.5) Interest and loan fees (31.1) (20.7) Tax (36.3) (21.2) Adjusted free cash flow 69.6 72.9 Deferred Covid taxes (19.9) (19.7) Offtake of ATM soil (2.5) (1.2) UK Municipal contracts (15.8) (12.2) Renewi 2.0 and other exceptional spend (5.3) (4.1) Other (5.2) (10.4) Free cash flow 20.9 25.3 Growth capital expenditure (22.0) (30.8) Acquisitions net of disposals 0.2 (59.4) Total cash flow (0.9) (64.9) Free cash flow/EBITDA conversion 9.0% 9.9% * All numbers above contain both continued and discontinued operations. Free cash flow conversion is free cash flow as a percentage of underlying EBITDA. The non-IFRS measures above are reconciled to statutory measures in note 8.3 in the consolidated financial statements. Debt structure March 24 €m March 23 €m Variance €m Belgian Green retail bonds (200.0) (200.0) – Green RCF (155.0) (102.5) (52.5) Other Green loans (90.0) (105.0) 15.0 Gross borrowings before lease liabilities (445.0) (407.5) (37.5) IAS 17 lease liabilities and other (5.2) (9.1) 3.9 Loan fees 3.1 2.3 0.8 Core cash 79.0 43.7 35.3 Core net debt (368.1) (370.6) 2.5 IFRS 16 lease liabilities (247.9) (245.8) (2.1) Net debt continuing operations (616.0) (616.4) 0.4 * The FY23 numbers have been reclassified to reflect discontinued operations as set out in section 1 in the consolidated financial statements. 56 Renewi plc Annual Report and Accounts 2024 As previously communicated, this level of growth spend is lower than originally planned given delays at further sites for advanced sorting in Belgium, as full enforcement of the new regulation ramps up. The higher cash outflow relating to interest includes the settlement of €2.6m of fees relating to the August 2023 renewal of the Group revolving credit facility along with the impact of higher financing costs. Tax payments were higher in the current year given the timing of settlements with some items falling into FY24. Looking at the three legacy components that are shown below adjusted free cash flow, there has been a further €19.9m repayment on Dutch Covid-19 tax deferrals as expected. The remaining balance of €10m will be settled by the end of September 2024. Cash spend for placement of TGG soil stocks has been limited in the period. Cash outflow on UK PPP contracts was €15.8m. Following completion of the UK Municipal divestment, we do not expect any further cash outflows in respect of UK PPP contracts. The acquisitions net of disposals inflow included the sale of an entity acquired with the Renewi Westpoort acquisition in September 2023, net of the acquisition of the Meeus rockwool business in Belgium. Other cash flows include funding for the closed UK defined benefit scheme and the funding of the Renewi Employee Share trust. Net cash inflow from operating activities decreased from €188.4m in the prior year to €168.7m in the current year. A reconciliation to the underlying cash flow performance as referred to above is included in note 18 in the consolidated financial statements and further details on cash flows from discontinued operations in note 6.4. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 57 CFO’s statement continued Moving forward, our focus is on enhancing our capacity to generate free cash flow and achieving a conversion rate of 40% of EBITDA by the end of FY26. We will achieve this by eliminating legacy cash outflows, reducing exceptional costs and optimising asset utilisation to decrease capital expenditures. By bolstering our ability to generate cash, we can adopt a capital allocation strategy that balances growth-oriented investments with enhanced returns for our shareholders. Investment projects Expenditure in FY25 Asset optimisation is a key objective to improve our cash flow generation and deliver a cash conversion rate of 40% of EBITDA in the coming years. As such replacement capital expenditure will continue to be tightly controlled and is expected to be between €70m and €80m in FY25. In addition, c.€50m of IFRS 16 lease investments are anticipated, as further deliveries on the replacement truck programme continue. Our medium- term ambition is to earmark c. 30% of free cash flow annually to growth capital projects with return hurdle rates of at least 16% on a pre-tax basis. Total growth capital spend in FY25 is expected to be around €30m on a number of projects across the divisions. Return on assets The Group return on operating assets on a continuing basis, excluding debt, tax and goodwill, decreased to 19.9% at 31 March 2024 down from 30.0% at 31 March 2023 given the lower profits in FY24. The Group post-tax return on capital employed on a total operations basis was 7.7% (FY23: 10.6%). Treasury and cash management Core net debt and leverage ratios Core net debt excludes IFRS 16 lease liabilities and the net debt relating to the UK PPP contracts which is non-recourse to the Group and secured over the assets of the special purpose vehicles. Given the UK Municipal planned exit and classification as asset held for sale all cash and borrowings relating to the disposal group at 31 March 2024 are now shown in assets and liabilities held for sale. Core net debt at 31 March 2024, excluding any core cash held in UK Municipal, was €368.1m (FY23: €370.6m). Cash performance in the last half resulted in lower net debt and a closing net debt to EBITDA ratio of 2.14x. Liquidity headroom including cash and undrawn facilities remained sufficient at €307m. Debt structure and strategy All our core borrowings of bonds and loans are green financed. As at 31 March 2024, 78% of our core net debt was on a fixed rate. Most borrowings are long term with the exception of the €75m Belgian green retail bonds due for repayment in July 2024. In August 2023, the Group completed the renewal of its revolving credit facility, part of its Euro denominated multicurrency green finance facility. The size of the revolving credit facility (“RCF”) remains unchanged at €400m and is for an initial five-year term to 2028 with two one-year extension options to 2030 together with a €150m accordion option to increase the facility subject to lender approval at that time. Interest remains based on Euribor plus a margin grid based on leverage and green sustainability metrics performance. Financial covenants remained unchanged and are now tested semi-annually at September and March. The introduction of IFRS 16 on 1 April 2019 brought additional lease liabilities onto the balance sheet with an associated increase in assets. Covenants on our main bank facilities remain on a frozen GAAP basis and exclude IFRS 16 lease liabilities. The Group has complied with its banking covenants during the period. The Group operates a committed invoice discounting programme. The cash received for invoices sold at March 2024 was €116.4m (March 2023: €84.7m). Provisions and contingent liabilities Further to the recognition of the UK Municipal business as asset held for sale all associated long-term onerous contracts are included in the liabilities for disposal group held for sale and outside of the total provisions value in the balance sheet. Looking at provisions in continuing operations around 88% of the Group’s provisions are long-term in nature relating to landfill provisions. The provisions balance classified as due within one year amounts to €21m, including €5m for restructuring, €1m for onerous contracts, €10m for landfill related spend and €5m for environmental, legal and others. Further details are provided in note 14 to the consolidated financial statements. Retirement benefits The Group has a closed UK defined benefit pension scheme and at 31 March 2024, the scheme had an accounting deficit of €7.6m (FY23: €4.3m). The change in the year was due to lower returns on pension scheme assets which were only partly offset by an increase in the discount rate assumption on scheme liabilities. The triennial actuarial valuation of the scheme as at 5 April 2024 is underway. The Group’s funding plan has been maintained at the current level of €3.5m per annum until December 2024. There are also several defined benefit pension schemes for employees in the Netherlands and Belgium which had a retirement benefit deficit of €5.3m at 31 March 2024, a €0.3m increase from 31 March 2023. 58 Renewi plc Annual Report and Accounts 2024 Going concern The Directors have adopted the going concern basis in preparing these consolidated financial statements after assessing the Group’s principal risks. Further details of the modelling and scenarios prepared are set out in section 1 of the consolidated financial statements. The key judgement in both scenarios is the possibility of weaker macroeconomic conditions, delivery of the year on year profit enhancements together with the Group’s ability to finance the funding of the UK Municipal exit through its existing RCF and €120m bridge facilities and settle all other funding repayments as they fall due. Having considered all the key judgements around the financial projections, including the availability of financing and the achievability of mitigating actions included and other levers not included, the Directors confirm they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to meet all banking covenants. Annemieke den Otter CFO Dismantling discarded electrical household appliances Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 59 Inbound and Outbound revenue from continuing operations Operating review Commercial waste Division information Operating sites: 98 Volume of material recycled: 3.7mT Employees: 4,822 FTE Revenue: €1,385m Underlying EBIT: €98.5m Division information Operating sites: 46 Volume of material recycled: 1.5mT Employees: 931 FTE Revenue: €175m Underlying EBIT: €16.3m Specialities Division information Operating sites: 8 Volume of material recycled: 1.3mT Employees: 291 FTE Revenue: €181m Underlying EBIT: €9.6m Mineralz & Water Financial performance Financial performance Financial performance Material processing Material processing Material processing FY24 €m FY23 €m Revenue 1,384.7 1,397.3 Underlying EBIT 98.5 129.3 Underlying EBIT margin 7.1% 9.3% Operating profit 96.1 134.7 Return on operating assets 16.1% 25.4% FY24 €m FY23 €m Revenue 181.6 190.9 Underlying EBIT 9.6 0.5 Underlying EBIT margin 5.3% 0.3% Operating profit 7.3 1.0 Return on operating assets 15.9% 0.8% FY24 €m FY23 €m Revenue 175.2 160.2 Underlying EBIT 16.3 15.9 Underlying EBIT margin 9.3% 9.9% Operating profit 15.3 17.1 Return on operating assets 28.6% 35.4% Inbound Outbound 12% 88% 87% 13% Inbound Outbound 20% 80% Inbound Outbound * The FY23 numbers have been reclassified to reflect discontinued operations as set out in section 1 in the consolidated financial statements. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. Group Central Services locations and employees are not accounted for in the totals above. 60 Renewi plc Annual Report and Accounts 2024 Commercial waste Mineralz & Water Specialities Renewi’s Commercial Waste division generates our core revenue, contributing over 80% to our overall income. The division comprises industrial and commercial waste collection, processing and secondary materials production. Our fleet collects the waste, which is then sorted and processed using cutting-edge recycling technologies into high-quality secondary materials and recyclates at one of our 98 sites. Key activities include the processing of mixed waste streams and monostreams into high-quality recyclates, and turning organic waste into biogas. We also offer bespoke solutions, such as optimised source separation, to help our customers manage waste more effectively. The division’s primary focus is on delivering the best cost-efficient waste-to-product solutions to customers by going above and beyond basic waste management. We are proactive in helping customers achieve their sustainability goals by supporting product recycling, reducing waste and minimising reliance on virgin raw materials. Our M&W division plays a crucial role in advancing the circular economy by managing substantial quantities of heavily contaminated soils, aged road surfaces, industrial waters, sludges, chemical waste, incinerator residues and packaged hazardous waste. We feed these diverse waste streams into decontamination processes involving separation techniques, biological methods, thermal extraction and pyrolysis treatments. As a result, we generate secondary materials that increase the sustainability of the construction and building industries, often in closed-loop systems such as reintegrating gravel into new road surfaces. Our Specialities division comprises three businesses: Coolrec, which recycles household appliances; Maltha, a specialist glass recycling business; and UK Municipal, which manages our public-private partnership (PPP) operating contracts. The division has a presence in five countries: Belgium, the Netherlands, the UK, France and Portugal. Coolrec excels in recycling fridges, freezers and other small domestic appliances across sites in the Netherlands, Belgium and France. Through its recycling processes, Coolrec efficiently sorts waste streams into high-quality recycled plastic and both ferrous and non-ferrous recycled metal streams. Inbound supply is secured through collection schemes on predominantly long-term contracts, with outbound products supplying industry partners with premium secondary materials for closed-loop circular products. Maltha, a leading European glass recycling entity, operates in the Netherlands, Belgium, France and Portugal. Specialising in recycling flat and container glass into cullet and glass powder, Maltha is helping to bring greater sustainability to the glass industry. O-I, a global packaging glass leader, holds a 33% stake in the Maltha group. UK Municipal manages waste treatment facilities for UK councils. Typically operating under long-term PPP contracts, these facilities are well-equipped to treat residual waste. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 61 Commercial waste Commercial Waste revenues were lower over FY24 at €1,385m (FY23 €1,397m) versus prior year due to lower recyclate prices and a weaker construction and demolition market in the Netherlands. Underlying EBIT declined to €98.5m (FY23 €129.3m) and operating profit was €96.1m (FY23 €134.7m). Recyclate prices normalised following a sharp peak due Revenue Underlying EBIT Operating profit Commercial Waste FY24 €m FY23 €m FY24 €m FY23 €m FY24 €m FY23 €m Netherlands Commercial 911.5 932.0 52.9 76.9 53.2 69.4 Belgium Commercial 476.2 468.4 45.6 52.4 42.9 65.3 Intra-segment revenue (3.0) (3.1) – – – – Total (€m) 1,384.7 1,397.3 98.5 129.3 96.1 134.7 Year-on-year variance % Netherlands Commercial -2% -31% -23% Belgium Commercial 2% -13% -34% Total -1% -24% -29% Underlying EBIT margin Return on operating assets FY24 €m FY23 €m FY24 €m FY23 €m Netherlands Commercial 5.8% 8.3% 12.0% 19.3% Belgium Commercial 9.6% 11.2% 27.9% 47.3% Total 7.1% 9.3% 16.3% 25.4% The return on operating assets excludes all landfill related provisions. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. to supply-chain disruption during and directly after the Covid pandemic. In the second half of the year, recyclate prices had largely stabilised around pre-covid levels, with the exception of plastics which continued to be lower due to excess supply of low-cost virgin plastic from abroad. Costs increased in line with inflation, with higher labour costs across the division. Operating review continued Throughout Commercial Waste there was a strong focus on cost savings, with headcount reduction and improved asset utilisation helping to offset the exceptionally high inflation. Cash performance was also a top priority, with improvements in working capital management and a phased approach to capital expenditure timing. 62 Renewi plc Annual Report and Accounts 2024 Commercial Waste Netherlands Market developments Overall economic activity was subdued in the Netherlands over the period, with GDP growth over 2023 of 0.1% with most growth in the services sector leading to lower volumes overall. In the Construction & Demolition segment, nitrogen deposition caps limited new construction activities across the country, resulting in decreased construction volumes and thus increased competition for the remaining volumes. A fire at AVR, one of the main incinerators in the Netherlands, took significant incineration capacity out of the market. Operational developments Through the period, Commercial Waste Netherlands retained its client base of large construction companies, differentiating itself from competitors with its circular offering, high safety standards and geographic footprint. In order to meet customer demands and achieve its own green ambitions, Renewi purchased a number of electric vehicles which have the added benefit of not contributing to nitrogen deposition. Decreased inbound Construction & Demolition volumes also resulted in decreased outbound recyclate volumes. Over H2, Commercial Waste Netherlands saw a stabilisation of the volumes from this segment. The reduced construction activity is expected to persist until late 2024 or early 2025, after which large residential construction projects currently backlogged around major cities are expected to pick up. The rigid plastics line in Acht was commissioned in the last quarter of FY24, and will ramp up over the course of FY25. Commercial Waste Netherlands had some notable client wins, with zero waste contracts for Schiphol Airport, Rotterdam the Hague Airport, University of Twente and the Ministry of Defence and Custodial Institution Agency. Partnerships were concluded with Shell Refineries Pernis and Moerdijk for total waste management and Vattenfall for the offtake of Green Gas as of Q1FY25. Financial results Commercial Waste Netherlands revenues were €911.5m, down 2% year on year driven by weaker volumes from the Construction & Demolition sector and lower recyclate prices. Underlying EBIT was €52.9m, down 31% year on year due to lower recyclate prices and underlying EBIT margin was 5.8%, down from 8.3% in FY23. In order to protect margins through the period of reduced activity, Commercial Waste Netherlands downscaled variable costs in line with the decrease in volumes. Savings were achieved by increasing route density, measures included in the Simplify programme, and a reduction in SG&A. Operating profit was €53.2m, down 23% from €69.4m in FY23. Return on operating assets was 12.0%. Commercial Waste Belgium Market developments Over the course of FY24, the new VLAREMA 8 legislation was introduced which requires a much more extensive sorting to limit the amount of material going to incineration. This is a positive development for our business and the introduction of this legislation was an important part of the investment case for Renewi’s commissioning of an advanced sorting line in Ghent. As is often the case, the implementation of this regulation had a delay between its effective date and actual enforcement, initially enabling some waste collecting companies to bypass the new sorting and recycling obligation. During the course of the year, Renewi worked with the authorities to find efficient ways of enforcing VLAREMA 8 resulting in increased compliance with the new law and increased volumes to Commercial Waste Belgium’s recycling facilities. Electricity prices were lower than anticipated in FY24, and labour costs increased. Operational highlights Commercial Waste Belgium commissioned its new advanced sorting line in Ghent in August, ramping up to 83 kt of throughput by the end of FY24. A similar advanced sorting line was to be commissioned in Puurs, but was postponed until the enforcement of VLAREMA 8 corresponded with management expectations. Commercial Waste Belgium had some notable client wins, including Total Energies, BPost, Limburg.net, Nike, Puurs-St Amands (public), Infra group, Molnlycke, VRT, Exel Composites (LA) and Sciensano (Haz Waste), Total (Feluy) and the wins of SPF Penitentiaire and hospital Mouscron, reflecting our successful approach in the care sector. In terms of new commercial offerings, Commercial Waste Belgium introduced the Zero Waste Container which allows customers to mix 5 waste streams into one container and is fully VLAREMA 8 compliant, which is particularly attractive to customers who have limited space. Commercial Waste Belgium’s food waste offering was also an area of focus over FY24. Financial Results Commercial Waste Belgium revenues were €476.2m, up 2% year on year driven by strong volumes helped by the enforcement of the VLAREMA 8 legislation in Flanders. Despite cost measures, underlying EBIT was €45.6m down 13% year on year due to lower recyclate prices and underlying EBIT margin was 9.6%, down from 11.2% in FY23. Operating profit was €42.9m, 34% lower year on year. Return on operating assets was 27.9%. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 63 Operating review continued Mineralz & Water FY24 €m FY23 €m Variance % Revenue 181.6 190.9 -5% Underlying EBIT 9.6 0.5 n/a Underlying EBIT margin 5.3% 0.3% Operating profit 7.3 1.0 n/a Return on operating assets 15.9% 0.8% The return on operating assets excludes all landfill related provisions. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. Market developments Due to further product quality improvements and positive long term environmental impact analysis, first signs of recovery in the civil engineering market in which Mineralz & Water is active are visible. Although the concrete and construction markets have shown low momentum, concrete producers have increased interest in the use of recycled materials, following the Dutch “Beton-akkoord” and the EU-directive regarding the use of recycled materials. Developments regarding the presence of PFAS, the emergence of possible new regulations and best available removal techniques continue to be an important topic in the wastewater purification and soil cleaning market. In both markets, these developments can introduce both significant opportunities as well as challenges to meet emerging regulatory requirements. Operational highlights M&W recovery continued on track over the course of FY24, with the re-design of the production line to produce sand, gravel and filler for use in the concrete and construction industry, rather than the previous unsorted product: Thermally Treated Soil (TGG). As part of this turnaround, adjustments were made to improve the quality and consistency of the sand and filler in order to meet the technical requirements of concrete producers. Further important milestones for entering the concrete market have been reached, including the End of Waste (EOW) certification for gravel and filler. EOW for sand is expected in FY25. Offtake of the remaining inventory of legacy TGG stock is proceeding and in FY24 another 100kt was transferred to buyers. Investments in the efficiency of the packed chemical waste pyrolysis plant have resulted in a new production throughput record. Financial results Mineralz & Water revenue was down 5% year on year mainly driven by termination of unprofitable activities, including soil washing and bottom ash treatment Underlying EBIT increased to €9.6m from €0.5 for FY23, primarily driven by the turnaround related to soil treatment in H2 FY24, underlying market pricing and efficiency improvements, also resulting in operating profit of €7.3m up from €1m for FY23. Mineralz & Water Division 64 Renewi plc Annual Report and Accounts 2024 Maltha Prices for glass cullet increased over the period as demand for recycled glass continued to grow against a scarcity of glass shards. Maltha showed continued excellent performance over FY24, benefitting from price increases, partially offset by increased sourcing costs and cost inflation. Volumes were slightly lower over FY23. An investment in Polyvinyl butyral (PVB) was approved for the Lommel site in Belgium in collaboration with several companies with the objective of being able to recycle this material during FY24/25. The Portugal site has been transformed over recent years, adding a roof, solar panels and more recently installing an improvement in 2024 of an additional external line for processing CSP (ceramics, stone & porcelain) material, large volumes of which would normally be sent to landfill. The focus in the next financial year will be to continue to expand the site to process more material, improving the profitability through increased sales. Maltha’s aim is to become the producer of the best quality cullet in Europe and the supplier of choice to all glass producers. The technology upgrades have also had positive effects on CO 2 emissions, as they are more energy efficient, which supports our clients’ and our own sustainability targets and vision. Coolrec The market for e-waste continues to provide interesting opportunities for growth. In addition to market growth from increased use of electrical appliances, Extended Producer Schemes continue to up their efforts to increase collection rates and regulators increase requirements for compliant recycling. For instance, in the Netherlands a stimulus campaign aimed to improve compliant treatment of cooling and freezing appliances yielded significant results. In France, the regulator announced the requirement for electrical boilers to be recycled starting January 2025. On the back of these market developments, as well as continued commercial success (e.g. contract extensions with the same or higher volumes), Coolrec saw record volumes (up c.10% vs FY23). Coolrec is building a new boiler treatment line in the North of France on the back of the new French boiler regulation, operational Q4 of FY25, expecting to add 15kt of volumes over the course of the coming three years. Specialities FY24 €m FY23 €m Variance % Revenue 175.2 160.2 9% Underlying EBIT 16.3 15.9 3% Underlying EBIT margin 9.3% 9.9% Operating profit 15.4 17.1 -10% Return on operating assets 28.6% 35.4% * The FY23 numbers have been reclassified to reflect discontinued operations as set out in section 1 in the consolidated financial statements. The underlying figures above are reconciled to statutory measures in notes 2 and 8.3 in the consolidated financial statements. Plastics prices, however, remained significantly depressed as international plastics producers continued to supply virgin plastic at prices below recycled to the European market, as a result of significant increases in production capacity coming online, mostly in Asia. This will remain a point of attention in FY25 and possibly beyond, as the supply/demand balance restores. UK Municipal At the Capital Markets Day in October 2023, Renewi announced its intention to conduct a strategic review of the UK municipal business to evaluate divestment due to the drag on cash, poor profit profile and lack of strategic fit. Renewi has announced the divestment of UK Municipal, to be completed before 31 December 2024. As such, UK Municipal’s financial results are held as an asset for sale throughout the financial statements. UK Municipal’s performance over FY24 was in line with expectations. Financial results Revenue from Specialities excluding UK Municipal (now disclosed as discontinued operations) was up 9% year on year to €175.2m and underlying EBIT was up 3% to €16.3m with margin falling slightly. Operating profit was €15.4m compared to €17.1m in FY23. Specialities Division Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 65 Risk management Evaluating key risks In our dynamic operating environment, we encounter various industry, commercial, regulatory, and other risks, many of which are beyond our direct control. The Board and Executive Committee vigilantly monitor shifts and developments, identifying and prioritising potential threats. This ongoing assessment of risk helps ensure the protection of our operations, customers, employees, and the execution of our strategic objectives. Integrated risk management Our assessments have identified various potential risks, outlined in this section of the report. For each, we’ve developed robust mitigation strategies to effectively reduce these risks, serving as the cornerstone of our divisional risk management approach. Our Group risk management strategy and internal control frameworks are essential in enabling us to: • achieve our objectives; • maintain shareholder value; • protect our reputation; • promote ethical conduct; and • exercise good governance. Changes to risk in FY24 Detailed below are the changes to the risks facing the Group which materialised in FY24. The business impact was limited by the mitigations already in place and by the Group’s risk management processes. We also detail the emerging risks facing the Group, to which we remain vigilant. Input volumes, pricing and composition The influx and composition of incoming waste volumes changed due to a weak construction market in the Netherlands, and changes in export dynamics, leading to a reduction in high-value materials within inbound streams. Moreover, there was a decline in prices for recycled materials, such as plastics, and adjustments in input prices couldn’t fully offset this decrease. To address these challenges, we’ve taken proactive measures, including pricing new business based on margin over volume, with well-defined minimum return targets. Ageing IT backbone Majority of our existing IT infrastructure is no longer ideally suited for purpose, the risk of failure or sub optimal functioning of our existing IT systems is significant. The effective maintenance of these older systems during the development and roll out of the Future Fit programme will be important. The failure or sub-optimal functioning of our existing IT systems can negatively impact service our customer satisfaction and employee engagement. Future Fit is being designed to support our growth ambitions and strengthen Renewi’s position in our markets. Over the past year, we’ve finalised the high-level process and architectural design of Future Fit. In FY25, our attention will pivot towards the construction, configurations and implementation phases of the new digital systems. During this transitional period to the new platform, maintaining the effectiveness of our current operational systems will be paramount. Safety, Health, Environment and Quality (SHEQ) One of the most important SHEQ risks in Renewi’s activities is the risk of fires. Waste presents an ongoing fire risk due to its potential for spontaneous combustion, particularly with the increasing number of batteries which are inappropriately included in the waste we receive. Aside from maintaining appropriate fire insurance, we are constantly improving our fire-prevention practices. This includes investing in fire detection and prevention technology, providing comprehensive training to our teams, and conducting regular fire safety audits. We also proactively educate our customers and communities on the correct disposal of batteries. Define risks Assess risks Evaluate risks Monitor and report Identify existing and future mitigating actions 66 Renewi plc Annual Report and Accounts 2024 Although we had a rise in the number of minor fires during FY24 which were up more than 20% versus the previous year, we had fewer major fires – two in FY24 versus 3 in the prior year and more in previous periods. This was due to the effectiveness of our fire detection and prevention systems. Another important SHEQ risk is environmental compliance. With continuous scientific improvement in the ability to detect harmful substances, environmental standards are constantly increasing. One category which is important is Per-and Polyfluorinated Substances (“PFAS”), which we increasingly test in many of our processes, in line with environmental requirements (see page 39 for more information). We closely monitor planned regulatory developments, especially concerning Per-and Polyfluorinated Substances in waste, to ensure we are prepared for any upcoming changes. A key safety risk is the number of accidents involving our employees or contractors. There were no fatal incidents at our sites during FY24. In response to a previous year’s fatal incident, we’ve implemented additional safety measures including Site Traffic Plans (see page 44 in “Caring for people and ecosystems“for more information). We were pleased that the LTIF rate decreased over FY24 after significant investment safety training over the year. Third party incineration The disruption in business operations at one of our key outlets has had a substantial impact on the available capacity for incineration in the Netherlands, necessitating significant adjustments in our supply chain, which were promptly addressed. With reduced capacity at the remaining outlets, our flexibility in distributing combustible waste to incinerators is constrained. We anticipate this situation will persist until the key outlet is fully operational again, which is expected by the end of 2024. Risk appetite At Renewi, we take a proactive approach to managing risk. We regularly evaluate our risk appetite against the potential impact on the following: • Health and safety • Environment • Development and acquisition • Business continuity • Investors and shareholders • Financial • Reputation and media • Control environment Principal risks characteristics Relative speed of impact Relative inherent risk trend Dynamic/More gradual Stable/More gradual Dynamic/Rapid Stable/Rapid 4. Changes in law and policy 8. Labour availability, talent development and diversity 11. Regulatory compliance 13. Cyber threat and ICT failure 14. Input pricing 18. Supply chain transparency 19. Lack of developing climate policies 2. Residue costs, capacity and specification 5. Disruptive event 10. Unsustainable debt 12. Long-term contracts 15. Water, stress and drought 16. Extreme heat 1. Product pricing, demand and quality 3. Input volumes 7. Digital transformation challenges 17. Increasing pricing of GHG emissions 6. Health and safety 9. Major plant failure or fire 16. Natural disasters, storms and wind, flooding More gradual Stable Dynamic Rapid To see more about key risks, visit page 70 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 67 Risk management continued Our focus on environmental, regulatory and health and safety risks is unwavering, and we have dedicated significant resources and attention to these areas. The Executive Committee and senior management continuously monitor these risks to ensure they align with our low-risk appetite. Our risk management framework Effective risk management is paramount for achieving sustainable success. It serves as a cornerstone of sound management practice and is integral to our strategic decision-making process. We have implemented a robust framework that enables us to conduct thorough and cost-effective evaluations of risk, ensuring that our actions are informed and our objectives are met. The core elements of our risk management framework are: the schedule of matters reserved for the Board which stipulates that the Board ensures the maintenance of a sound system of internal control and risk management; an appropriate risk culture that ensures risks are effectively recognised and managed; the risk assessment review process, which ensures the timely identification of risks and the evaluation of their importance. The outcome of this process is: • the identification of all significant strategic, operational, financial and compliance risks; • the determination of our current mitigating controls; and • the development of action plans necessary to reduce risks to within our risk appetite. The divisional management teams are responsible for executing the risk management activities within the divisions. Divisional management teams review divisional risk registers, including mitigating actions, during their meetings. The Renewi risk register is subject to thorough discussion and review by both the Executive leadership and the Board. Our day-to-day operations benefit from robust risk management systems, which encompass divisional risk registers and integrate risk management into project management endeavors. Major capital requests undergo rigorous risk assessments, adhering to the standards outlined in the Group Authorisation Document. Additionally, risk registers are routinely reviewed during management team meetings to ensure the efficient monitoring and mitigation of key risks. 68 Renewi plc Annual Report and Accounts 2024 Board • Approval and oversight of strategic risk objectives and actions • Put in place an appropriate, adequately resourced risk management policy • Establish the risk appetite of the Group and review periodically • Assess key strategic risks • Assess the effectiveness of risk management • Ensure that risk in excess of the risk appetite after all mitigation measures have been taken is adequately insured • Oversight to ensure that the processes for management of risk are effective, efficient and robust (delegated to the Audit Committee) Executive leadership • Delivery of strategic actions in line with risk appetite • Identify and manage key strategic risks • Monitor key risk developments • Drive a culture of risk awareness • Consider completeness of key strategic risks • Consider adequacy of mitigations in line with risk appetite • Consider aggregation of risk exposures across the Divisions • Submit summary risk reports for the Audit Committee and the Board Group risk management • Ensure that the Board-approved Group risk management framework is implemented and effective • Support the Renewi risk culture through risk systems, sharing of learnings and best practices, and review of risk failures • Provide access to expertise in managing risks, from across Renewi or from outside specialists • Review selected risks from risk registers, assess adherence to the risk appetite and the mitigations in place. • Drive consistency in approach, use of tools and risk appetite across Renewi Business areas/divisions • Owners of the risks are responsible for delivering mitigating actions in line with the risk appetite and within a strong risk culture • Promote an appropriate risk culture across Renewi in which an awareness and management of risk in all its forms is considered by management in their daily activities • Periodic and ongoing assessments of risks and risk trends. • Reporting risk registers that include the key strategic risks for each Division, mitigating actions in place, current risk score, design and execution of future mitigation approaches and consider the effects of such actions to the risks and risk profile. • Review occurrences of risk management failure to identify root cause, and identify and share lessons learned to mitigate risk of repetition Our risk management framework Bottom-up enterprise risk management Top-down strategic risk management Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 69 Summary of key risks Key risk Key mitigation Change in the year 1. Product pricing, demand and quality Market-driven developments that reduce demand, cause changes in quality or decrease value of recycled products Risk direction Strategic objectives • Improve product quality to optimise the price we receive for our products. • Apply dynamic pricing techniques, that link input and output market prices and stabilises margins. • Create partnerships, innovate and invest in sustainable technologies that meet market needs for products and services. • Expand our contracted outbound product off-take customer base to reduce dependency risk. • Renegotiate long-term and fixed-price contracts, when the existing ones are no longer attractive. • Recyclate prices have dropped further but in general have now stabilised. • Fully offsetting the decline in recyclate prices through dynamic pricing for inbound and outbound volumes remained challenging though about 65% of volatility was mitigated. 2. Residual waste disposal costs, capacity and specification Lack of adequate available capacity of outlets or changing outlet demands, resulting in increased pricing or limitations for disposal of residual waste to incinerators and other residual volumes Risk direction Strategic objectives • Ensure contracting of multiple outlets, to reduce dependency risk. • Explore using alternative disposal opportunities. • Use temporary storage of stock to stabilise supply chain peaks and lows. • Apply quality controls to ensure residue volumes meet outlet requirements. • Lobby and management of relationships in sector based associations. • Monitor impact of new legislation and develop sustainable change to operations as appropriate. • A disruption of business operations at one of our key incineration outlets has seriously impacted available capacity for incineration in the Netherlands and required significant supply chain adjustments, which were adequately addressed. • Emerging changes in legislation (e.g. PFAS) and composition of residual waste (e.g. inflammable, explosive elements) are forcing outlets to review specification requirements and apply more critical acceptance procedures, threatening our ability and agility in disposal of residual waste. 3. Input volumes, pricing and composition Changes in availability and composition of waste volumes driven by market disruptions and/or changes laws and regulations, that deteriorate market demand and/or pricing conditions for waste collection services and the processing of waste volumes Risk direction Strategic objectives • Careful monitoring and reporting on incoming waste volumes and pricing trends. • Agile and focused sales activity and customer lead planning. • Secure flexibility in contracting in adapting to external and inherent changes that could jeopardise margins. • Intensified portfolio management, focus on relevant profitable market segments and products for growth and realisation of our sustainability targets. • Where appropriate, use longer-term contracts to limit exposure to volume loss. • Available waste volumes in general at best remained stable and in some cases slightly decreased. • The composition and sourcing of incoming waste volumes shifted as a result of legislation and enforcement of it (e.g. level playing field in application of the VLAREMA 8 framework in Belgium) and exports which results in fewer high-value materials in inbound streams. • We are pricing new business for margin over volume with clear minimum returns targets. Risk management continued 70 Renewi plc Annual Report and Accounts 2024 Risk direction Dynamic/More gradual Stable/More gradual Dynamic/Rapid Stable/Rapid Strategic objectives Leader in recycling Being a circular economy changemaker Leader in secondary material production Reducing our carbon emissions Caring for our people and ecosystemsSelectively gain market share Key risk Key mitigation Change in the year 4. Changes in law and policy Changes in laws and policies, including environmental and compliance regulations, that do not contribute to our strategy and competitiveness in increasing the use of recycled materials and related sustainability targets Risk direction Strategic objectives • Participate in sector-based associations (e.g. Vereniging Afvalbedrijven in the Netherlands) and engage with legislators and regulators to advise on appropriate policies for the sector. • Research by internal specialists to ensure changes are planned for and potential opportunities are captured. • Opening of our new facility in Ghent, Belgium, to comply with VLAREMA 8 legislation requirements. • Frequent on-site engagements with policy makers. • Hiring of a senior executive, a former senior government official, as Chief Strategy Officer with a strong focus on public affairs. • Upcoming important changes in various legislative areas are under review and are adequately prepared for. 5. Disruptive event A disruptive event such as a pandemic or war with severe consequences for continuity or competitiveness of our business activities Risk direction Strategic objectives • Develop crisis protocols and set up of site based business continuity plans. • Monitor developments in external indicators of increased risk for events that have a disruptive impact on business operations as a standard management activity. • Set up and maintain site-based risk assessments and reviews. • During 2023, energy prices returned to 2021 levels; We have reduced our exposure to uncontrollable changes through fixed contracts, which has stabilised our energy risk. 6. Health and safety Accidents causing injury or loss of life, ensuing personal suffering, causing damage to our personnel, safety track record and reputation. Deterioration of physical and mental health in society in general and our workforce in particular that affects the employability of our employees as well as effective and efficient operations Risk direction Strategic objectives • Continued execution of safety risk assessments (RI&E). • Continuous improvement of safety standards. • Strict reporting on safety performance (KPIs, near misses, incidents) and follow-up. • Implementation of new safety standards following incident reviews. • Extensive self assessment programmes and internal audit activity on safety effectiveness. • ISRS Management System implementation started, enhancing safety leadership and management, supported by a more elaborate system for risk identification. • Company wide implementation of a site traffic safety programme by installing technical facilities and tailored procedures to create a significantly safer work environment. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 71 Key risk Key mitigation Change in the year 7. Ageing IT backbone Ageing IT backbone limits the ability to further enhance and optimise our core business processes in line with market needs, and to fully leverage the value from digital innovations available in the market Risk direction Strategic objectives • Invest in replacing current fragmented and bespoke systems with a market standard, SaaS, “Digital Core” spanning our core business processes. • Harmonise business processes to enable efficiencies at scale. • “Future Fit” launched as joint IT/Business programme to implement new Digital Core and harmonise the business processes and data. • Configuration of a SaaS solution is under way. • Programme and IT team have been mobilised. 8. Labour availability, talent development and diversity Lack of availability of sufficient number and skillset of key personnel in markets where we operate Access to recruiting of talented people to ensure availability of capable key personnel Changing demands in society to ensure a safe and diverse culture in organisations Risk direction Strategic objectives • Invest in training and development of staff and management by talent programmes and talent reviews. • Increased focus and attention on critical positions, succession planning, individual development plans, as well as needs and expectations to create better balanced composition of local teams. • Continued attention to diversity and inclusion, offering specific trainings and awareness raising activities. • A succession planning grid was created for critical positions (our top 15 positions), including quarterly follow-ups. • The economy and labour market stabilised, but in some areas (e.g. economic hot spots) we are still facing challenges in recruitment. • Several organisational changes (e.g. the Simplify programme), increased efficiency and reduced cost. • Increased attention to talent management, succession planning and individual development plans in the annual performance review cycle. • D&I day to raise awareness and celebrate diversity in our organisation. 9. Major operational failure or calamity Operational failure or calamity at a key facility, leading to business interruption, loss of revenue or material damages Risk direction Strategic objectives • Fire safety standards and prevention facilities and procedures are in place. • Close engagement with insurers and continuous review of creating a balanced approach in prevention and required insurance cover. • Business continuity planning in place at all major sites and under review for all sites. • Mechanical breakdown insurance in place at high-risk facilities, and reviewed regularly. • Regular periodic structural maintenance shutdowns at key facilities to ensure process continuity. • We noticed a trend of more minor fires, mainly due to the increase of flammable/ explosive components in the incoming waste; increasingly we have detection systems in place and if such fires occur, they usually can be extinguished quickly. • In recent years, we have made significant investments in fire safety and prevention. This has been successful with a significant reduction in the number of major fires. Risk management continued Summary of key risks 72 Renewi plc Annual Report and Accounts 2024 Risk direction Dynamic/More gradual Stable/More gradual Dynamic/Rapid Stable/Rapid Strategic objectives Leader in recycling Being a circular economy changemaker Leader in secondary material production Reduce our carbon emissions Caring for our people and ecosystemsSelectively gain market share Key risk Key mitigation Change in the year 10. Unsustainable debt Lack of availability in the marketplace of attainable funding at competitive conditions Risk direction Strategic objectives • Explore new or different financing structures that reduce our financing cost, optimise liquidity and financing headroom. • Strict return requirements for capital expenditure. • Strong budget and project control on investment projects and accept only projects that meet our return requirements. • Balance of leased and owned assets, optimise asset utilisation. • Debt levels were held at comfortable levels with ample liquidity headroom. • Revolving Credit Facility renewed in August, covenant and liquidity headroom remains adequate. 11. Regulatory compliance Increasing complexity and changes in environmental laws and regulations that do not contribute to our sustainability targets or undermine our market competitiveness Risk direction Strategic objectives • Implementation of compliance based management system (ISRS). • Include potential non-compliance issues in business case evaluations and CAPEX-budgets. • Participate in sector based associations and engage with legislators and regulators to advise on compliance matters for the sector. • Adequate follow-up on certification and internal audits. • Potential risks are related to emerging developments in regulations for specific issues (eg. PFAS). We are monitoring this closely. • ISRS implementation gap analysis provided additional insights in risks and potential non-compliance issues, which enables us to better target investments to mitigate these gaps. • New and changed regulatory standards create organisational challenges around data definition and recognition, to enable consistent reporting. We have responded by implementing process improvements. 12. Long-term contracts Entry into long-term contracts on disadvantageous terms that have significant negative impact on operations and performance Risk direction Strategic objectives • Selective bidding on contracts, combined with robust governance controls on entering any new major contracts. • Detailed risk assessments and due diligence on contracts. • Clear understanding of contractual requirements and substantiated plans to address and mitigate these risks must be included in business cases and investment decisions. • The Board remains cautious regarding complex long-term contracts; appropriate governance procedures are in place. • Due to careful review and decision to exit the UK Municipal business, we believe this risk will be mitigated to a normal business as usual level, and we expect not to report on this risk separately in the next financial year. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 73 Key risk Key mitigation Change in the year 13. Cyber threat and ICT failure Cyber crime and/or ICT failure causing business interruption, loss of revenue or damages Risk direction Strategic objectives • Data back-up and system recovery procedures, following standard IT security protocols. • Review of business continuity planning, back-up and recovery strategies. • Service level agreements exist with key external providers. • Increased focus on developing new mitigations for newly discovered cyber security risks. • Ongoing improvements to security in IT infrastructure and user-awareness campaigns. • Security breach monitoring and detection capabilities are further improved. 14. Extreme heat Global rise of seasonal average temperatures, causing disruption in continuity of business operations, loss of revenue or damages due to climate change Risk direction Strategic objectives • Develop risk assessments, emergency responses and adapt contingency plans to ensure business continuity. • Review procedures for controlling temperatures at sites when extreme heat situations occur. • Review the necessity to expand installation of fire detection and prevention systems. • No material changes in the year. We continue to monitor occurrences and will develop tools to quantify risk exposures and we will adapt accordingly. 15. Water stress and drought Local disruption of available water sources and/or lower water levels, causing discontinuity of business operations, loss of revenue or damages Risk direction Strategic objectives • Review risk assessments, emergency response and adapt contingency plans to ensure business continuity. • Review procedures for how to respond when water stress or drought situations occur. • No material changes in the year. We continue to monitor occurrences and will develop tools to quantify risk exposures and adapt accordingly. 16. Natural disasters, storms and wind, flooding Natural disasters, caused by storms and extreme winds, extreme rainfall, overflowing waterways, causing local inoperability of our facilities and/or fleet loss of revenue or damages Risk direction Strategic objectives • Emergency response and contingency plans to ensure business continuity. • Investment in additional water storage or drainage capacity at some processing sites. • No material changes in the year. We will continue to monitor occurrences, and will develop tools to quantify risk exposures and adapt accordingly. Risk management continued Summary of key risks 74 Renewi plc Annual Report and Accounts 2024 Risk direction Dynamic/More gradual Stable/More gradual Dynamic/Rapid Stable/Rapid Strategic objectives Leader in recycling Being a circular economy changemaker Leader in secondary material production Reduce our carbon emissions Caring for our people and ecosystemsSelectively gain market share Key risk Key mitigation Change in the year 17. Increasing pricing of GHG emissions Changes in laws and regulations increasing our exposure to pricing of GHG emissions, with cost impact of business operations and competitiveness challenges Risk direction Strategic objectives • We monitor the regulatory landscape across Europe to note any changes in carbon taxing. • We have built our carbon emission reduction plan to reduce by 50% our scope 1&2 emissions by 2030 (FY31). • We are considering advanced technologies for carbon capture. • For more details about these actions see ‘The increasing price of GHG emissions’ on page 86. • Actively following changes in regulations in EU countries on carbon pricing. • First decarbonisation roadmap built and presented to Board. 18. Supply chain transparency Complexity in laws and regulations on transparent reporting about supply chain sustainability impact, with cost increasing effects on business operations and competitiveness challenges Risk direction Strategic objectives • As CSRD starts being mandatory for a wide range of companies in EU: 1) reporting and transparency on GHG to become a standard and access to scope 3 should become easier within the value chain. 2) carbon reduction targets in scope 3 will open the doors to discussions and collaboration between stakeholders in the value chain. • The developments in the MyRenewi portal create advanced dashboards that provide insights for customers on recycling outcomes and associated emissions. • We support part of the CSRD reporting of our customers by enabling our systems to generate client-specific datasets. 19. Lack of developing climate policies Lack of developing clear global climate policies by governments or regulators which will slow down adequate climate actions being implemented swiftly Risk direction Strategic objectives • We support and lobby for progressive climate-related policies of governments in our markets. • We continuously monitor the progresses and decisions from regulators and government where we operate. • We took part in several governmental and associations’ working groups. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 75 Transition and physical climate risks overview Category Time horizon 1 Key impacted geographies Potential financial impact area Scenario trend significance Link to Key risks Transition risk Increasing pricing of GHG emissions Policy & Legal To 2025 Across all • Operating costs • Capital investment Higher risk 3 4 Supply chain transparency leading to decrease in volumes Policy & Legal 2025-2030 Across all Revenues Lower risk 3 4 Lack of developing climate policies Policy & Legal 2025-2030 Across all Revenues Lower risk 3 4 Changes in waste volume and composition due to reduce and re-use principles Markets 2025-2030 Across all Revenues Lower risk 1 3 Physical risk Extreme heat Acute & Chronic To 2025 Across all • Operating costs • Capital Investments • Revenues Higher risk 5 6 9 Water stress & drought Chronic 2025-2030 Netherlands, Belgium, France, Portugal Moderate – higher Risk 5 9 Flooding Acute 2025-2050 Across all Moderate – higher Risk 5 9 Storms & wind Acute 2025-2030 Across all Moderate risk 5 9 1. Time horizon: By when the risk itself will start impacting Renewi’s activities. Guidance on how to read “Scenario trend significance”: • Transition risks: A direct output of our internal climate-related risks and opportunities assessment was the “impact rating” from every transition risks and opportunities. These ratings represent the potential scale of impact on operations, reputation and financial that those risks and opportunities have on Renewi. A weighting below 0 is a risk (negative impact), and above 0 is an opportunity (positive impact). Risk and opportunities scores were then calculated by multiplying the “impact weighting” from that internal assessment by the “scenario indicator delta”. A score closer to -1 is a higher risk, a score closer to 0 is a lower risk, a score above 0 is an opportunity. The overall risk scores are provided per indicator. • Physical risks: working with the same approach, the “impact rating” from every physical risks were generated. Physical risk scores combine the relevance weightings and climate trends data at the locations of the site’s operations. Scores are displayed for both RCP4.5 and 8.5 under 2030 and 2050. Renewi uses RCP 8.5 for generating summary maps and disclosing here the scenario trend significance. Risk management continued Climate risk horizon 0-5 years: Strategic key risk 0-25 years: Climate-related risk In the strategic risks assessment, the impact and likelihood of key risks is assessed for the upcoming 5 years. Several climate related risks are already integrated within this time frame as key risks. Assessing and quantifying the impact of climate related risks on Renewi’s activities requires to consider a longer time horizon. We also consider climate related risks over a time horizon of 0 to 25 years. 76 Renewi plc Annual Report and Accounts 2024 The main climate risks are as follows: The increasing cost of GHG emissions This risk is for Renewi both its primary risk and opportunity. You can read more detail about it on page 86 in the TCFD section. To anticipate any potential impact from carbon pricing, Renewi monitors the regulatory landscape across Europe. In the short term, Renewi expects no or limited impact. Not investing sufficiently in decarbonising our operations, in green technologies, efficiency upgrades and carbon capture solutions may lead to high carbon costs in the future. To be prepared for the medium to long-term impact of carbon pricing, Renewi has started its decarbonisation journey and aims to halve its carbon footprint Scope 1&2 by 2030 (FY31). Extreme heat This increases the risk of fire through spontaneous combustion of waste. Extreme heat can also make working conditions difficult for our employees, with the possibility of heat-related illnesses such as heat stroke. Water stress and drought Water shortages may cause some plants to halt operations or develop alternative methods of obtaining water. At some sites, low river levels may mean ships and barges have difficulties reaching the dock. In accordance with Provision 31 of the UK Corporate Governance Code, the Board has assessed the prospects of the Group over a period of more than 12 months and has adopted a period of five years for the assessment which is in line with the Group’s strategic planning process. The strategic growth plan represents the longer-term strategic goals of the Group which are expected to deliver significant growth in the later years of the five-year plan, but the benefits of any projects not yet formally approved by the Board are not included in our viability assessment modelling. The key assumptions made in Renewi’s long-term financial model are: optimise the portfolio, build a strong platform for growth and drive organic growth. Optimising the portfolio includes the continuation of recovery at ATM along with the completion of certification and the divestment of UK Municipal. The Group’s ability to finance in FY25 the funding of the UK Municipal exit and settle any short-term funding repayments is a key judgement as set out in the going concern considerations included in section 1 of the consolidated financial statements. It has been assumed for viability modelling that all future maturity of financing facilities will be replaced with a facility of equivalent value at that time. The Board assessed the principal risks to the business as set out in the preceding pages and concluded that six severe but plausible risk scenarios should be tested separately. We have also tested an appropriate combination of scenarios. The risks selected for modelling are considered to be those with the most significant, quantifiable potential impact in the review period. The scenarios modelled included up to 20% lower recyclate product pricing due to challenges in the offtake markets, a 3% volume driven revenue due to an economic downturn, further delays in the operational ramp-up at ATM combined with increased plant downtime, failure to implement general price increases due to price pressure lower economic growth and a cyber-attack which severely impacts our ability to operate for a period of up to one month. For each scenario the Group has also identified the mitigation steps it would take to reduce the risk and performed the scenario testing on that basis. These mitigations include the deferral of capital expenditure, working capital controls and other discretionary cash flows. The Group’s liquidity and financial headroom have been assessed and incorporated within the risk-scenario modelling. Based on the consolidated financial impact of the sensitivity analysis and associated mitigating actions that are either in place or could be implemented, it has been demonstrated that the Group maintained headroom in the event of each of the separate scenarios and a combined scenario occurring. Having considered all of the elements of the assessment, the Directors confirm they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due for the period of assessment. Viability statement Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 77 TCFD Task force on Climate-related Financial Disclosure (TCFD) Introduction Climate change and sustainability are at the core of Renewi’s purpose to protect the world by giving new life to used materials. As a waste-to-product company, we enable the circular economy and contribute to climate-change mitigation by providing recycled, lower-carbon secondary raw materials. As such, our strategy is driven by supporting the effort of keeping global warming to 1.5°C and capitalising on opportunities provided by the transition to a low-carbon economy. Historically, we have considered and assessed the Group to actively support other companies’ contribution to keep global warming to 1.5°C by enabling carbon avoidance outside our Group’s own value chain. From a transition perspective, this is due to our position as a leading waste-to-product company. We have not yet been significantly impacted by physical climate change. However, we are continuing the integration of the Task Force on Climate-related Financial Disclosures (TCFD) framework into our processes. Accordingly, we are now considering climate-related risks and opportunities in a systematic, comprehensive and consistent way. This will continue to evolve over time to meet the increasing needs of these risks, as well as the disclosure needs of all stakeholders related to them. Statement of compliance Renewi has complied with the requirements of the Financial Conduct Authority, in particular LR 9.8.6R, by including climate-related financial disclosures consistent with the recommendations of the TCFD across its four pillars. Areas in which we have made progress this year and in which we continue to develop our climate-related disclosures are described throughout this section, and we explain how our actions align with the 11 TCFD recommendations in the table below. The areas where we have not yet fully adopted, along with our plans to improve in the coming years are: • Strategy – S(c): While we performed a qualitative risk and opportunities assessment in our first year of disclosure, we have yet to update our climate scenarios and repeat this exercise across all our locations. We are also yet to further quantify the identified risks and opportunities. We have conducted a first pilot assessment for two risks and opportunities, and are planning to expand this to encompass all risks and opportunities over the coming years. • Risk management – Ra): From the update of our climate scenario analysis, further description of the relative significance of climate-related risks in relation to other risks needs to be provided. • Risk management – R(c): We need to further improve awareness and understanding of climate-related risks across the Group. • Metrics & Targets – M(c): We are determined to follow the SBTi guidance towards a net zero decarbonisation plan. We have committed to setting near-term targets. While we are waiting to get our targets validated by SBTi, we are focusing on further enriching our decarbonisation roadmap. In the following years, we will extend this plan to net-zero target. Renewi will be working in the coming years to meet full compliance on TCFD requirements. By the end of FY25, we expect to reach compliance in the sections Ra) and Rc). Renewi will be making good progress on section Sa) during FY25 but we expect final work to be completed during FY26. The validation of our carbon reduction targets by the SBTi is intended in FY25 but depending on the availability, feedback and review by the SBTi. Compliance Future focus Location page Statement of compliance 78 Governance Ga a. Describe the Board’s oversight of climate-related risks and opportunities. • Compliant • The Board will continue its regular oversight, engagement and challenge on climate-related strategy and activity. • As the Group prepares for CSRD reporting by 1 April 2025, its governance framework will be reviewed to ensure it includes sufficient focus on ESG topics, including climate-related risks and opportunities. 80 Gb b. Describe management’s role in assessing and managing climate-related risks and opportunities. • Compliant • Management’s role in assessing climate risk will be enhanced by improved data coverage. • There will be focus on collating, enhancing and automating ESG and climate-related activity, reporting and disclosures. 80-81 78 Renewi plc Annual Report and Accounts 2024 Compliance Future focus Location page Strategy Sa a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. • Compliant • Scenario analysis exercise to be repeated with latest available climate scenarios. 77 82-84 Sb b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. • Compliant • Through updated scenario analyses, the Group will revise the potential impact of climate-related risks and opportunities on its strategy and expected financial and performance. 85 Sc c. Describe the resilience of the organisation’s strategy, taking into consideration different climate- related scenarios, including a 2°C or lower scenario. • Partly-compliant • Improvement of the Group’s modelling through updated/ improved data and development of new models to cover other risks, opportunities and financial impact metrics. 85-86 Risk management Ra a. Describe the organisation’s processes for identifying and assessing climate-related risks. • Partly-compliant • Develop internal methodologies to identify, assess and manage climate-related risk. • Analyse the outputs from our second generation climate scenario analysis to support climate risk management. • As CSRD reporting requirements become clearer to the Group, improve our climate-related data coverage and quality. 87-88 Rb b. Describe the organisation’s processes for managing climate- related risks. • Compliant • Sufficiency of existing mitigation efforts will be reassessed during the Group’s next scenario analysis exercise. 88 Rc c. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management. • Partly-compliant • As part of the regular risk assessment process improvement, further raise awareness and understanding of climate-related risks within the organisation. 88 Metrics and targets Ma a. Disclose the metrics used by the organisation to assess climate- related risks and opportunities in line with its strategy and risk management process. • Compliant • The Group will continue to identify and track appropriate metrics to measure progress against our climate ambitions and monitor progress against targets. • The Group does not have an internal carbon pricing framework but continues to consider the implementation of appropriate tools and methodologies. 89 Mb b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks. • Compliant • Continue to enhance emissions calculations and improve data quality. 89 Mc c. Describe the targets used by the organisation to manage climate- related risks and opportunities and performance against targets. • Partly-compliant • To get our targets validated by SBTi. • To begin enriching the Group’s scope 3 decarbonisation roadmap. • The Group will continue to monitor performance against science-based targets and revise this in line with available science and the latest pathways. 89 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 79 TCFD continued Governance Renewi carefully considers climate- related matters during all key decision- making at every management level of the organisation. Over the past years, Renewi took active steps to further improve its climate governance. This included a workshop organised with the help of a leading global sustainability consultancy team, which served as an upskilling exercise to better align our processes and priorities on climate governance. It was attended by the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and several senior management positions across functions such as Strategy, Finance, Risk and Sustainability. The discussions that took place at this workshop resulted in clear targets for improving our climate governance, which are described below. Ga) Board oversight The Board considers climate change issues when reviewing and guiding strategy and investment decisions. The Board also has ultimate responsibility for ESG, sustainability and climate-related risks and opportunities. For example, the Board requires each organic investment, as well as every M&A or divestment proposal, to cover its impact on the Company’s carbon footprint and recycling rate and also sets ESG-related performance objectives for management. The Board’s ESG responsibility also includes approving the climate-related risks and opportunities in the risk register and setting climate-related targets. Climate change is discussed at least every six months through updates from the Executive Committee, during which progress against set targets is discussed. To clarify responsibilities between itself and the Board, the Audit Committee updated its terms of reference to explicitly include its climate-related tasks, which are to review climate-related assessments and associated methodologies, ensure compliance with all relevant standards and regulations, and track progress towards targets. Sustainability topics are mandatory agenda points at all Audit Committee meetings. The Board reviewed and approved Renewi’s decarbonisation ambition and targets in FY23. At the end of FY24, the Board reviewed its decarbonisation strategy. Given the high importance of climate change to the purpose and values of Renewi, many Board members have good knowledge of climate change in a commercial context. For more information on their experience, please see pages 94 to 95. To recognise the importance of climate-related disclosures to a broad range of stakeholders, the Board regularly discusses climate-related issues to gain a greater level of knowledge that enhances the review, assessment, modelling and reporting of these risks. As the Group prepares for CSRD reporting for its financial year 2025, its governance framework will be reviewed to ensure it includes sufficient focus on ESG topics, including climate-related risks and opportunities. The process is also under way to verify and get Renewi’s near-term targets validated by SBTi. Gb) Management’s role Within the Executive Committee, the CEO is responsible for communicating climate-related issues to the Board. The CFO is responsible for guiding climate risk management, and the Chief Strategy Officer (CSO) is accountable for driving climate-related strategies. The Executive Committee reviews investment decisions, including for climate-related risks and opportunities, on an ongoing basis. It is responsible for overseeing strategy and targets, reviewing progress and managing roadmaps and specific projects to meet targets. Climate change is a standing agenda item at each Executive Committee meeting, following which updates are communicated to the Board at least every six months. Our Sustainability function is responsible for the day-to-day management of climate-related matters at the management level and for reporting progress against our climate, ESG and sustainability targets. The Sustainability 80 Renewi plc Annual Report and Accounts 2024 Manager collects climate-related information from the Divisions and updates the Executive Committee on progress, while Sustainability Leads across all divisions and key functions are responsible for strategy implementation and data collection at division and function level. The Group’s long-term incentive plan is designed to incentivise and reward the achievements of earnings per share growth, total shareholder return, the recycling rate based on the Company’s sustainability plan and, for Executive Directors only, return on capital employed over a three-year performance period. The CEO, CFO and Executive Committee members already have Renewi’s recycling rate targets within the incentive plan. Renewi’s recycling rate performance directly quantifies the positive outcome the Company achieves in combating climate change through increasing the circularity of materials, avoiding use of landfill and incineration with or without waste to energy, eliminating CO 2 from our customers’ carbon trajectory and enabling carbon avoidance within their value chains. We actively manage the Company’s knowledge base on climate change and sustainability and its importance to our purpose and values, and include education on these subjects both in our onboarding sessions and online training materials accessible for all employees. For example, we use the UNGC’s (United Nations Global Compact) Academy website to offer free training to our employees. Employees also have access, via a SharePoint page, to Renewi’s sustainability goals, metrics and targets, and latest updates, as well as basic knowledge on climate change and how we contribute to enabling a circular economy of materials. Through a biannual live event translated into three languages, we provide updates for employees and customers on our sustainability goals, year-to-date performance figures and further background on climate change and our role in the circular economy. We are focusing on collating, enhancing and automating our reporting and disclosures on ESG and climate-related activity. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 81 TCFD continued Strategy Sa) Our identified climate- related risks and opportunities We have worked alongside a leading global sustainability consultancy to identify relevant climate-related risks and opportunities and assess the materiality of these issues aligned with our Enterprise Risk Management framework. In FY22, Renewi ran its first scenario analysis to identify the climate-related risks and opportunities and assess the resilience of its business model. The methodology was based on the climate scenarios provided by the Intergovernmental Panel on Climate Change (IPCC) (RCP 4.5 and RCP 8.5, 5 th Assessment Report) and the International Energy Agency (IEA) (Net Zero and Stated Policies scenarios). See more details about the transition and physical scenarios selected in the two tables below. Renewi has selected these four different scenarios to explore the possible risks and opportunities associated with low and high-carbon futures across a 30-year time horizon. The analysis exercise was undertaken primarily to understand and quantify how climate change risks may impact the Group’s activities, understand what actions might be required to ensure the future resilience of Renewi’s business model, and support better planning and preparation for alternative outcomes. Transition scenarios selected for analysis: Source International Energy Agency (IEA) 1 Net zero by 2050 Stated policies Description A pathway that limits global warming to 1.5°C through stringent climate policies and innovation. This reaches net zero CO 2 emissions by 2050. A scenario considering currently stated policies without additional policy implementation. It takes granular, sector-by-sector data, looking at existing policies and measuring those under development. It roughly aligns with a 3°C temperature outcome in 2100. Rationale for selection A lower carbon scenario – also seen as the most optimistic scenario and aligned with the Net-Zero Emissions by 2050 Scenario (NZE). A higher carbon scenario aligned with the Stated Policies Scenario (STEPS) that would not even reach net-zero by 2100. 1. IEA World Energy Outlook 2021. IEA Data was supplemented by market or technology-specific trends from other equivalent sources. Physical scenarios selected for analysis: Source Intergovernmental Panel on Climate Change (IPCC) – Assessment Report 5 (2014) Representative concentration pathway (RCP) 4.5. Representative concentration pathway (RCP) 8.5. Description and rationale of selection in 2021 (prior to the release of the 6 th IPCC Report). This used to be a scenario that assumed the implementation of emissions management and mitigation policies most closely aligned with the commitments of the Paris Agreement. This used to be a ‘business as usual’ scenario that assumed, through limited co-ordinated action, the world would continue to emit significant amounts of GHGs throughout the century, with warming continuing to 2100. It was selected as the scenario most closely aligned with emissions trends and the rate of warming known at the time of the assessment. 82 Renewi plc Annual Report and Accounts 2024 The following time horizons were used: Time Horizons Description Short to medium term (0-5 years) The time horizon for strategic and financial planning cycles Long term (>5 years) The time horizon for matters occurring beyond the Group’s financial planning cycle. This was considered through scenario analysis, which assessed two different timeframes: until 2030 and 2030-2050 More information on our risk assessment process is provided on pages 66 to 69 and in the risk management section of this disclosure. Renewi considers the advancement of the circular economy to be one of its key deliverables (see page 23 of our strategy section). We are acutely aware of climate change and the socio-economic transition driven by mitigating and adapting to its effects, and we embrace the responsibility we bear to play a central role in shaping the market in which we operate. At the same time, we are aware that what we do will to some extent be shaped by the ongoing effects of climate change. To quantify these potential changes, Renewi has mapped its climate-related risks and opportunities using the results of the study carried out in FY22, which remain relevant to the business today. We are making steady progress in assessing our current mitigation measures for transition risks in light of the scenario analysis findings to understand whether they are sufficient or not. Therefore, only planned mitigation approaches are listed. For physical climate risks, our risk management process already considers some mitigation measures and these are therefore listed as current mitigation approaches. The tables on page 76 provide details on the key climate-related physical and transition risks. The table on the next page provides an overview of the key transition opportunities that we consider most material to us. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 83 TCFD continued Overview of Renewi’s key climate-related transition opportunities Category Key opportunity Description and commentaries Time horizon Potential financial impact area Size of impact 1 Ongoing measures to capture opportunities Products & Services Increasing pricing of GHG emissions Impact on the pricing of emissions: • If ETS and national regulations on GHG pricing extend to the geographies where Renewi operates, this might further disincentivise the incineration of waste and boost recycling services – providing a growing revenue of sorted waste volumes and revenue streams. Impact on carbon avoidance: • If the Group can monetise the carbon avoidance its services provide this could secure a new growing revenue stream. To 2025 Revenues HIGH We monitor progress on ETS and the development of national regulations on GHG pricing. We aim to gain broader recognition for the carbon avoidance we generate by recycling among legislators and standard-setting bodies. Products & Services Development of waste stream recycling activities that support the low carbon transition Producing materials from waste that are expected to be highly sought-after to enable the transition, therefore appreciating in value, benefits the Group by increasing demand for Renewi’s services and products. 2025 to 2030 Revenues HIGH We monitor the market for opportunities to recycle additional waste streams and advancements in processing technologies, to create the highest possible product quality. Products & Services Enhanced climate change regulation and reporting Continuing development of climate change regulation could increase competitiveness because the Group is 1) lobbying for positive change and 2) structuring its internal organisation to comply with upcoming corporate sustainability regulation disclosures. Renewi is also preparing to support part of the CSRD reporting of its customers, which would increase the Group’s competitiveness. 2025 to 2030 Revenues MODERATE We aim to be a leader in sustainability and do what is necessary to be recognised as such by the international rating agencies. We monitor climate change regulations and corporate sustainability reporting disclosures to identify potential business opportunities. We aim to build an IT structure and process roadmap to enable our systems to generate client-specific datasets. Markets Increasing cost of materials Higher revenue, due to the prices of recycled materials becoming more competitive as costs of raw materials rise. 2025 to 2030 Revenues MODERATE To replace virgin materials as much as possible, we invest in recycling technologies that closely match their specification and price. Markets Circular economy principles Being a circular economy specialist allows us to expand our offering. To 2025 Revenues LOW We aim to maintain a leadership position by continuously investing in advanced recycling technologies and capabilities. Products & Services Increasing importance of Scope 3 emissions Increase in customers who may need to reduce emissions leads to higher revenue and product/service opportunities. FY24 already showed an increase in: • customers looking for lower carbon footprint raw materials; and • customers looking for partnership in reducing the carbon emissions from the management of their waste. To 2025 Revenues LOW Our investment in the MyRenewi portal will create advanced dashboards that provide insight for customers on recycling outcomes and associated emissions. As a new ERP System is currently being set up, this will also enable the generation of client-specific carbon emission reports. 1. Guidance on how to read “size of impact” is available on page 76. 84 Renewi plc Annual Report and Accounts 2024 Sb) How climate-related risks and opportunities influence our strategy Our strategy is inherently centred on goals and ambitions that enhance sustainability and tackle the climate crisis. Each Renewi division analyses the sustainability and climate-related developments related to its specific market annually as part of our strategic planning process. These analyses form the basis for developing a set of goals, ranging from GHG emissions avoidance by recycling and supporting the circular economy, to investing in the commercialisation of innovative recycling techniques to reduce waste and increase the quantity and quality of secondary materials. We have identified three sustainability themes in our sustainability strategy, two of which are directly linked to and impacted by climate change and the opportunities and risks assessed in our scenario analysis: Being A Circular Economy Change Maker and Reducing Our Carbon Emissions. These are outlined in detail on pages 36 to 43. Our financing and investment are also firmly related to climate. Renewi’s core debt is entirely green and financed with instruments issued under the Renewi Green Finance Framework, which are aligned with the Green Bond and Loan taxonomy and principles. We are also investing to decarbonise our operations, to help us better align with the international effort to limit global warming to 1.5°C (see Reducing Our Carbon Emissions on pages 40 to 43). Transition opportunities and risks We focus on extracting value from waste by creating recyclates that help avoid the use of virgin materials in manufacture, preserve valuable natural resources and avoid millions of tonnes of GHG emissions every year. There is a growing demand for our services from companies looking to reduce supply chain emissions and, ultimately, from consumers who increasingly seek recycled products and sustainable services. This increased demand is reflected in our table of transition opportunities, which outlines the different trends that will ultimately benefit Renewi by allowing us to grow our revenue and product offering. You can read more details on how we will do this in the table of transition opportunities. One transition opportunity is “enhanced climate change regulation and reporting”. It will soon be mandatory for a wide range of companies to disclose a set of KPIs on climate change and their contribution to the circular economy, and customers are increasingly asking Renewi to provide client-specific sets of data that comply with the Corporate Sustainability Reporting Directive (CSRD). This need could be addressed through customer reports on the MyRenewi portal, and we are already looking at delivering a first set of KPIs in FY25. A further opportunity is presented by the increasing importance of Scope 3 emissions, where we are not only meeting the rise in requests to deliver carbon footprint details of customers’ waste but also becoming active partners in Scope 3 decarbonisation; for example, we have partnered with Schiphol airport to lower its carbon footprint and provide adequate data to justify the performance and enable reporting (see the case study on page 6). Taking advantage of opportunities such as these further strengthens the business and brings greater transparency in the supply chain. The core metrics we use to assess our progress against these opportunities are our recycling rate and total avoided emissions. These metrics are reported in the chapter Being A Circular Economy Change Maker. However, some recycling activities, and particularly the increased valorisation of waste by converting it into high-quality secondary materials, require energy to sort and treat what we collect through successive processes. The sophisticated sorting and treating techniques we use increase energy consumption and therefore our own GHG emissions. Decarbonising the carbon journeys of our customers may therefore come at the cost of increasing our own footprint. This is reflected in our biggest transition risk and opportunity: the increasing cost of GHG Emissions Physical risks A key risk is that of fire due to the rise in the number of extreme heat events. Fire is already one of the greatest operational risks in the waste industry due to the danger of spontaneous combustion, and therefore measures to mitigate this risk have long been integrated into our Enterprise Risk Management system; for example, smart technology such as cameras supported by artificial intelligence already plays an important role and are being deployed on sites. However, continued investment will be required to maintain adequate levels of fire prevention, detection and suppression in light of the increased risk presented by extreme weather. You can find more details on physical risks on page 77. Sc) Our view on strategic resilience We consider our current business model and strategy to be resilient to the transition to a lower carbon economy. This is because, on balance, this transition presents more opportunities for Renewi than risks considering our position in the circular economy. This conclusion is based on the assessment of our material risks and opportunities under different future scenarios. Next to the transition risks and opportunities, physical climate change poses risks to our operations and supply chain. However, mitigation measures are either already in place or are in the process of being further developed. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 85 TCFD continued An initial, qualitative scenario analysis was carried out to better understand the potential timing and future materiality of key climate-related risks and opportunities. We used globally recognised datasets that give insight into the possible risk and/or opportunity trends associated with low and high-carbon futures. This supports better planning and preparation for alternative outcomes. The scenarios used in the assessment are shown in the section Sa). The outcomes and findings of the scenario analysis were presented to the Executive Committee and subsequently to the Board, to validate the most significant risks and opportunities for our business. As highlighted in the table Physical scenarios selected for analysis, our first scenario analysis was carried out using previously available climate data. With the publication of the Climate Report AR6 IPCC 2021, new climate scenarios have been made available for companies, institutions and governments to use. The European Union’s Emissions Trading Scheme (ETS) imposes an emissions cap that is reduced annually and increases the cost of high-emitting activities to drive investment and behavioural change. Step by step, the European Union is increasing ETS coverage on CO 2 -emitting industries and sectors. In 2026, the EU Commission will conduct an impact study on including waste-to- energy (WtE) plants in the ETS, as it is considering bringing them into the scheme from the beginning of 2028. If WtE plants are included in the scheme, incineration will become more expensive as carbon taxes will be applied to emissions, which will in turn increase the total cost of waste for customers. To anticipate any potential impact on WtE plants, Renewi monitors the regulatory landscape across Europe to note any changes in carbon taxing. At the beginning of 2024, national levies were introduced in the Netherlands and Germany, while the UK is preparing a national CO 2 tax based on the ETS model. Belgium does not currently levy a national CO 2 tax but one of its major WtE plants is subject to the ETS because the cap already applies to its main business activity, which is processing paper and cardboard. In the Netherlands, Renewi expects no or limited impact from the tax in the short term, but price dynamics will significantly change if WtE plants are integrated into the European Union’s Emissions Trading Scheme. In Belgium, two dynamics are evolving in parallel: the free allowance will be lowered year on year and the CO 2 price is predicted to increase. If the ETS scheme does not extend to all WtE plants, a major price impact is still predicted in the medium to long term. As the gate fee to incinerators increases, industries and municipalities are expected to reduce the amount of waste sent to incineration and increase their use of recycling services, providing a growing revenue of sorted waste volumes and revenue streams. This will boost metrics such as recycling rates and carbon avoidance. The Group is also looking at possibilities to monetise the realised carbon avoidance as a service to secure a new growing revenue stream. While acknowledging such challenges, we continue to decarbonise our operations. You can learn more about our decarbonisation efforts and GHG footprint in Reducing Our Carbon Emissions on pages 40 to 43. The five new scenarios provide a greater narrative on climate trends, combining more representative concentration pathways (RCPs) and shared socioeconomic pathways. Renewi will update its scenario analyses in the coming year. We believe that this first qualitative scenario analysis remains relevant and expect that updating our scenario analyses with updated climate models will provide more insights into short to medium-term priorities. To further strengthen our resilience, we have also begun to quantify the risks and opportunities of climate change by piloting internal risk modelling. This has developed our understanding of the risks and the data needs associated to mitigate them; it has also expanded awareness of these risks across the Group. We intend to further develop those models and to cover other risks and opportunities. The increasing pricing of GHG emissions 86 Renewi plc Annual Report and Accounts 2024 Risk management Ra) Our organisation’s processes for identifying and assessing climate- related risks. Two years ago, we conducted our first climate-related risk identification exercise. In assessing climate-related risks and opportunities, we followed the categories outlined by the TCFD. We identified a long list of relevant physical and transitional climate-related risks that the business is potentially exposed to, as well as opportunities, while also considering changing regulatory requirements concerning climate change. For the transition risks, we worked with 10 of the most material climate-related transition risks and opportunities for Renewi (six opportunities and four risks) that were identified during an internal assessment step. For the physical risks, the scenario indicators used gave us a headline view of the most material climate-related physical risks for a sample of 40 Renewi’s locations, across all technologies and geographies. During the exercise, we qualitatively assessed the timeframe, likelihood and impact of identified risks and opportunities through stakeholder workshops, using input from across the business to develop an inherent risk/opportunity profile. The process of risk identification is led jointly by the Sustainability Manager and Group risk management together with the divisions. The timeframe of a given risk was separated from its likelihood due to the long-term nature of some climate issues, which extend beyond the typical time frames used in enterprise risk management. Likelihood and impact were scored on a scale of 1–5, from highly unlikely/insignificant to almost certain/ severe, matching the existing Renewi ERM categories. Scenario analysis was applied to the most material risks and opportunities, while risks were assessed on an inherent basis to understand the baseline risk exposure. This means any mitigation efforts already in place have not yet been compared to the perceived change in baseline conditions to determine whether they would still be sufficient to manage the risk. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 87 Our scenario analysis approach is described in the Strategy section. We did not update our scenario analysis in FY24 as we considered the results of the previous analysis were still relevant. In the coming year, we will expand the climate-related risk identification exercise beyond the top 40 sites to encompass all our locations. We will also work with updated scenario analyses and update our risk scoring to quantify the impact of mitigation actions that have been in place for three years. This will enable us to calculate inherent risk and mitigated risk scores. We have focused on incorporating climate risks into our wider risk management framework (see paragraph R(c)) and begun to quantitatively assess our highest risks (see paragraph S(c)). Rb) Our organisation’s processes for managing climate-related risks We have reviewed our existing efforts to mitigate key risks and have outlined our strategy for maximising identified opportunities in our risk tables (see on page 77). Detailed in these tables are the actions taken to mitigate key identified risks. Our next step is to assess whether these measures are sufficient, considering the results of our forthcoming scenario analysis exercise. Rc) How processes for identifying, assessing, and managing climate- related risks are integrated into the organisation’s overall risk management In the assessment process, climate- related risks have been considered up to 2050. This differs from our enterprise risk management framework that we use to conduct risk assessments for the wider business, where timeframes are aligned to our five-year strategic planning exercise. This year, we have integrated climate risks into their divisional risk assessments. This gives visibility to climate-related risks across functions and divisions and incorporates them into regular risk management processes at division and site level. TCFD continued 88 Renewi plc Annual Report and Accounts 2024 Metrics & targets Ma) and Mb): Our climate metrics To provide vital insights that inform our decision-making, we manage and assess climate-related risks and opportunities with a set of climate metrics. These are reported in our sustainability strategy chapters Being A Circular Economy Change Maker and Reducing Our Carbon Emissions on pages 36 to 43. We began collecting a complete set of Scope 1, 2 and 3 data in FY22 and have obtained limited assurance for Scope 1&2. Our GHG footprint methodology follows the Greenhouse Gas Protocol, a comprehensive, global, standardised framework for measuring and managing emissions and is reported in the chapter Reducing Our Carbon Emissions, which also describes some of the underlying drivers of these emissions, including fuel and energy use, and our targets to reduce them. Mc): Our climate-related targets In FY23, we set to work on discussing and defining our decarbonisation ambitions for 2030. In FY24, we submitted our near-term science-based target for 2030, aligned with a 1.5°C pathway, to the Science-Based Targets initiative (SBTi). In FY25, we will begin engaging with SBTi to get those targets validated. Beyond 2030, our target should be net-zero, as defined by the SBTi, meaning no more than 10% of emissions will be offset. In FY24, we focused on building our decarbonisation roadmap towards our 50% carbon reduction target on Scope 1&2 emissions from our FY22 baseline by 2030 (FY31). We are currently on track to deliver our intermediary carbon reduction target by FY26, which is in two years time. Further information about our decarbonisation efforts can be found in Reducing Our Carbon Emissions on pages 42 and 43. Additional climate-related targets are reported in the sustainability strategy section of this report, Being A Circular Economy Change Maker (pages 36 to 39), and mapped to existing metrics that we report annually. We consider carbon pricing legislation in the countries in which we operate as this presents both a risk and an opportunity. We do not currently have an internal carbon price in place but monitor local and national regulations on GHG pricing as their introduction may disincentivise customers from incinerating waste and boost recycling services, providing a growing revenue of sorted waste volumes and revenue streams. We believe in accurate measurement of climate-related activity and engage in lobbying for regulation around avoided emissions. We also believe that our own climate-related opportunity metrics – for example, recycling rate, avoided emissions and secondary materials produced – are fit for purpose and vital in helping us to understand and track progress against identified transition opportunities. For more information on our metrics, see the chapter Being A Circular Economy Change Maker on pages 36 to 39. Traffic in this hallway was halted to capture this photo Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 89 Section 172(1) statement Section 172(1) statement Throughout the past year, the Board of Directors has continued to promote the long-term success of the Company while also having due regard to the matters set out in Section 172(1) of the UK Companies Act 2006. Directors have had regard to those specific factors listed below, as well as others that are relevant to the decisions being made. The Board acknowledges that not every decision may result in a positive outcome for all stakeholders. By considering our purpose, values and strategic priorities, the Board aims to S172 (1) Summary S.172 (1) Factor Relevant disclosure a. Likely consequences of any decisions in the long term Chairman’s statement (page 18) CEO’s statement (page 20) CFO’s statement(page 54) Being a circular economy change maker (page 36) Reducing our carbon emissions (page 40) Stakeholder engagement (page 112 to 115) Principal decisions during FY24 (page 116) b. Interests of the Company’s employees Employee engagement (page 44) Diversity (page 46) Caring for our people and ecosystems (page 44) Safety first: our zero accident ambition (page 44) c. Need to foster the Company’s business relationships with suppliers, customers and others Stakeholder engagement (page 112) Modern Slavery Statement (renewi.com/en/our-policies) d. Impact of the Company’s operations on the community and environment Being a circular economy change maker (page 36) Reducing our carbon emissions (page 40) TCFD disclosures (page 78) Caring for our people and ecosystems (page 44) e. Desirability of the Company maintaining a reputation for high standards of business conduct Business model (page 4) Caring for our people and ecosystems page 44) Risk management (page 66) Audit Committee Report (page 119) Code of Conduct (renewi.com/en/our-policies) f. Need to act fairly between the members of the Company Principal rights and obligations attaching to shares (page 149) Annual General Meeting (page 150) ensure that decisions are consistent and intended to promote the Company’s long-term success. The Company continued engaging with key stakeholders throughout the year to deepen its understanding of the issues and factors that are significant to them. Our key stakeholders are listed in the Stakeholder engagement section of the Corporate Governance Report (see pages 112 to 115). Here we identify the relevance of each stakeholder to our business model and describe areas of focus, how the Company engages with them, Board oversight and the outcomes of engagement. Details of how the Directors discharged their Section 172(1) duties when making principal decisions during FY24 are set out on page 116 of the Corporate Governance Report. Renewi is a waste-to-product company. Environmental and sustainability matters are at the heart of what we do. The consideration and impact of the Group’s operations on the environment and our wider contribution to the circular economy are evidenced throughout the Strategic Report section of this Annual Report and further reported on our website. The Directors recognise the importance of increasing engagement with the widest range of stakeholders, taking decisions that will support the circular economy and, at the same time, operating in a way that helps secure the long-term success of the business. 90 Renewi plc Annual Report and Accounts 2024 Non-Financial and Sustainability Information Statement This section of the Strategic Report constitutes the Non-Financial and Sustainability Information Statement in compliance with Sections 414CA and 414CB of the Companies Act 2006. The information listed in the table below is incorporated by cross-reference to the relevant parts of the Annual Report. Reporting requirement Section of annual report 1. Description of business model • Business model (page 4) 2. The main trends and factors likely to affect the future development, performance and position of the Group’s business • Market, trends and competitors (page 11) • Operating review (page 60) 3. Description of the principal risks and any adverse impacts of business activity • Summary of key risks (page 70) • TCFD Report (page 78) 4. Non-financial key performance indicators • Measuring our performance (page 53) • Being a circular economy change maker (page 36) • Reducing our carbon emissions (page 40) • Caring for our people and ecosystems (page 44) Reporting requirement Renewi policies, processes and standards which govern our approach Risk management Section of annual report 5. Environmental matters • Environmental policy • Regulatory compliance risk (page 73) • TCFD Report (page 78) • CEO’s statement (page 20) 6. Employees • Code of Conduct • Human Rights Statement • Raising Concerns and Anti-Retaliation Policy • Health & Safety Policy • Diversity, Equity & Inclusion Statement • Health and safety risk (page 71) • Labour availability, talent development and diversity (page 72) • CEO’s statement (page 20) • Caring for our people and ecosystems (page 44) • Diversity (page 46) • Stakeholder engagement (page 112) 7. Human rights • Business Partner Code of Conduct • Human Rights Statement • Modern Slavery Statement • Regulatory compliance risk (page 73) • Our customers and partners (page 14) • Caring for our people and ecosystems (page 44) 8. Social and community matters • Human Rights Statement • Regulatory compliance risk (page 73) • Caring for our people and ecosystems (page 44) • Stakeholder engagement (page 112) 9. Anti-corruption and anti-bribery • Code of Conduct • Anti-Bribery and Corruption (ABC) Policy • Regulatory compliance risk (page 73) • Governance (page 92) Climate-Related Financial Disclosures Reporting requirement Section of annual report 10. A description of the Company’s governance arrangements for assessing and managing climate-related risks and opportunities • TCFD Report – Governance (page 80) 11. A description of how the Company identifies, assesses and manages climate-related risks and opportunities • TCFD Report – Risk management (page 87) 12. A description of how processes for identifying, assessing and managing climate-related risks are integrated into the Company’s overall risk management process • Risk management (page 66) 13. A description of: i. the principal climate-related risks and opportunities arising in connection with the Company’s operations; and • TCFD Report – Risk management (page 87) • Risk management (page 66) ii. the time periods by which those risks and opportunities are assessed • TCFD Report – Risk management (page 87) • Risk management (page 66) 14. A description of the actual and potential impacts of the principal climate-related risks and opportunities on the Company’s business model and strategy • TCFD Report – Strategy (page 82) • Risk management (page 66) 15. An analysis of the resilience of the Company’s business model and strategy, taking into consideration different climate-related scenarios • TCFD Report – Risk management (page 87) 16. A description of the targets used by the Company to manage climate-related risks and to realise climate-related opportunities, and of performance against those targets • TCFD Report – Metric and targets (page 89) 17. A description of the key performance indicators used to assess progress against targets in managing climate-related risks and realising climate-related opportunities, and of the calculations on which those key performance indicators are based • TCFD Report – Metric and targets (page 89) For more information see sustainability disclosures on page 258 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 91 Governance report 94 Board of Directors 96 Executive Leadership Team 98 Governance at a glance 99 Corporate Governance Report 117 Safety, Health and Environment Committee Report 119 Audit Committee Report 125 Nomination Committee Report 128 Directors’ Remuneration Report 148 Other disclosures 151 Directors’ Responsibilities Statement 92 Renewi plc Annual Report and Accounts 2024 Circular material: Plastic flakes from discarded refrigerators Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 93 Advancing circularity together Renewi’s Board of Directors supports the Company with an impressive range of skills and extensive experience across many disciplines. Ben Verwaayen, MSc Chairman Allard Castelein, MD Senior Independent Director Katleen Vandeweyer, MSc Independent Non-Executive Director Jolande Sap, MSc Independent Non-Executive Director Appointed April 2020. Skills and experience: Ben has a breadth of experience, having been the CEO of several companies, including Alcatel- Lucent SA and BT plc. He held the position of vice chairman and chief operating officer of Lucent Technologies Inc, was president of KPN and a non-executive director of Bharti Airtel. He has also been chairman of a number of companies and industry bodies including the CBI Energy and Climate Change Board in the UK. Ben currently serves as a non-executive director on the boards of Ofcom and Akamai Technologies Inc. He is a Founding Partner at venture capital company Keen Venture Partners LLP. Ben graduated from Utrecht University with a master’s degree in Law and International Politics. Appointed January 2017. Skills and experience: Allard qualified as a medical doctor before pursuing an international career in the energy sector, holding a number of senior positions at Shell in various countries, culminating in the post of Vice President Environment of Royal Dutch Shell in 2009. He was President and CEO of the Port of Rotterdam from 2014 to 2023. Currently Allard is a Supervisory Board member of SBM Offshore N.V., Heijmans N.V. and a Non-Executive director of Associated British Ports PLC. He is Chair of the Supervisory Board of Rotterdam’s Philharmonic Orchestra, the Erasmus Trust Fund, and Supervisory Board member of the Internationale Architectuur Biënnale Rotterdam. He is also Special Envoy for Critical Raw Materials for the Dutch Government. Appointed December 2022. Skills and experience: Katleen brings a wealth of experience in finance and auditing, most recently until July 2022 in her role as Deputy Chief Financial Officer at Belgian-listed company, Proximus SA, an international provider of digital services, communication and ICT solutions. Prior to Proximus, she held various leadership positions including that of CFO at Worldline S.A. and Arthur Andersen. She currently serves as Non-Executive Director on the Boards of Fedrus International BV, Ageas Group, AG Insurance and Vantiva S.A; she also sits on the Audit committees of both Ageas Group, AG Insurance and Vantiva (Audit Committee Chair). Previously, she sat on the Boards of Ion Beam Applications, bpost bank, Connectimmo N.V., Scarlet N.V. and Proximus Pension Fund. She holds a degree in Applied Economics from the University of Leuven. Appointed April 2018. Skills and experience: Jolande is chair of the Social Impact Team that advises the Dutch government on the social impact of pandemics and disruptive crises. She is also member of the Board of the Dutch Emissions Authority, member of the Supervisory Board of Royal KPN N.V. and member of SAAT Triodos Bank. In addition, she is involved in a number of social initiatives, including Chair of the Smoke free table of the Dutch National Prevention Agreement, the Springtij Forum and the Impact Economy Foundation. Between 2008 and 2012, Jolande represented the Dutch Green Party, GroenLinks, in the lower house of the Dutch parliament, leading the party from 2010. Before that she worked as an economist in the fields of science, policy and business. She was, among other things, head of the Incomes Policy department at the Ministry of Social Affairs and Employment, and director of the LEEFtijd center of expertise, a consultancy for sustainable employment issues. Jolande graduated from the Tilburg University in economics. The Board of Directors 94 Renewi plc Annual Report and Accounts 2024 Luc Sterckx, MSc, PhD Independent Non-Executive Director Neil Hartley, MA, MBA Independent Non-Executive Director Otto de Bont, MSc Chief Executive Officer Annemieke den Otter, MA, RC Chief Financial Officer Appointed September 2017. Skills and experience: Luc started his career at Exxon Chemicals, before becoming the CEO of Indaver and subsequently joining the executive committee of PetroFina, where he served as managing director of Fina Holding Deutschland and as group senior vice president for SHEQ matters worldwide. He was then appointed CEO of Oleon where he led a successful management buyout. Luc was subsequently appointed as CEO of SPE-Luminus in 2005, the second largest power and gas company in Belgium, created as a result of a multi-party merger. Luc is an INSEAD certified international director and a specialist in internal governance. He currently holds a number of non-executive and advisory positions, specialising in the fields of energy and chemicals, renewables and corporate governance. Appointed January 2019. Skills and experience: Neil is a Partner at Velocity Partners, a private equity firm that invests in businesses that support the energy industry with focus on integration of renewable energy, lowering emissions, increasing energy efficiency, decarbonisation of industrial processes and other improvements to existing energy infrastructure. He has an MBA from Harvard Business School and is also a graduate of Oxford University in engineering, economics and management. Neil has a total of 18 years in private equity, and prior to that, spent six years in investment banking with Simmons & Company International, specialising in corporate finance, M&A and capital raising in the energy sector. Neil has also been a management consultant at McKinsey & Company Inc. and spent seven years in technical and line management roles with Schlumberger as a field service manager and field engineer. Appointed April 2019. Skills and experience: Otto was promoted to the role of Chief Executive Officer in April 2019. Prior to this, he was the Managing Director of Renewi’s Commercial Waste Netherlands Division, playing a central role in the integration of Shanks Group plc with Van Gansewinkel Groep B.V. Before joining Renewi, Otto worked for a number of blue-chip companies including United Technologies’ divisions Otis, Carrier and Chubb and General Electric’s Material and Security divisions. He has worked a significant part of his career abroad, including in Belgium, Germany and the United States. During his six years at United Technologies, Otto spent time in various managerial positions culminating in his role as president of Chubb Continental Europe. Otto holds a MSc in Engineering from the University of Technology Twente. He is member of the Strategic Advisory Board of TNO’s unit for Energy and Material Transition. Appointed June 2022. Skills and experience: Annemieke joined the Board in June 2022. Previously she held the position of CFO of ERIKS, a €1.7bn revenue global engineering components and service provider (privately owned and part of SHV group). From 2016, she served for five years as the CFO of Ordina, a Dutch software company listed on the Amsterdam Stock Exchange. Earlier in her career she worked for three years at VolkerWessels, one of the large construction companies in the Netherlands. Prior to this she worked for ING and Macquarie Bank while in London for five years. Since 2020, she has been a Supervisory Board member of ForFarmers N.V., an international organisation offering feed solutions for livestock farming. Annemieke holds a master’s degree in English and Literary Science from the Vrije Universiteit, Amsterdam and has a post-masters degree in finance and control from Erasmus University, Rotterdam (Register Controller in Dutch). Committee membership: Audit Nomination Remuneration Safety, Health and Environment Chair Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 95 Executive Leadership Team Mark Thys Chief Operating Officer Commercial Waste Kirsten Yperman Chief Human Resources Officer (interim) Bruno Bruins Chief Strategy Officer VACANT Chief Operating Officer Specialities Skills and experience: Mark joined Renewi in May 2021 as Managing Director Commercial Waste Belgium. Before joining Renewi, Mark held the position of Global Chief Transformation Officer for Eurofins Scientific. Prior to this, Mark built his career at Goodyear Dunlop, completing various international assignments and holding different senior positions, including Managing Director International Sales and Operations, Managing Director France & Benelux and Goodyear’s EMEA Business Transformation Leader. Mark holds an MSc in Commercial Engineering from the University of Hasselt and an Executive MBA in Business Management from KU Leuven. Skills and experience: Kirsten assumed the Chief Human Resources Officer (ad interim) role in April 2024, having joined Renewi as HR Director Belgium in 2022. Prior to joining Renewi, Kirsten held several senior HR functions at Stanley Black & Decker where her last function was Senior HR Director Commercial Central East Europe Region & Finance EMEA ANZ and Talent Management Director EMEA ANZ. Kirsten holds a Bachelor in Marketing from Karel de Grote Hogeschool as well as several strategic Human Resources qualifications from Vlerick Business School. Skills and experience: Bruno joined Renewi in May 2024 as Chief Strategy Officer. Prior to this he held various political positions in the Netherlands, most recently as member of the Council of State, previously as State Secretary for Education, Culture and Science, and Minister of Medical Care and Sports. His career in industry spans leadership roles in various transport companies, including as a member of the Board of Directors of Connexxion Holding NV and as acting general manager of HTM NV. Bruno is a member of the UNICEF and Chairman of the Alrijne Zorggroep Supervisory Boards, and Chairman of the Keolis and Yris BV Advisory Boards. Bruno studied Dutch Law and Public Administration at the University of Groningen. * The role of Chief Operating Officer, Specialities is currently vacant and a recruitment process is underway to fill the position. The CEO is performing this function until a suitable recruitment is made. Executive Leadership Team Our CEO and CFO are also members of our Executive Leadership Team. Their biographies can be seen on page 95 Our Executive Leadership Team (ELT) forms the core management governance forum assisting the Chief Executive Officer in his leadership of the Group. The ELT is supported by the members of the Extended Executive Leadership Team (EELT), shown opposite. 96 Renewi plc Annual Report and Accounts 2024 Theo Olijve SHEQ Director Frederik Paauwe Director Transformation Ans Verlooy Director IT Marieke van Wichen Director Communications Skills and experience: Theo joined Renewi in June 2019 and following a divisional restructure was appointed Managing Director of the Mineralz & Water division in March 2020. Prior to joining Renewi he worked in senior management positions in the petrochemical industry and liquid bulk terminals for over 25 years, including Divisional VP for LyondellBasell, managing the Odfjell Terminal Rotterdam where he was responsible for restoring the operation and compliance after a safety shutdown in 2012. In 2017 he became an independent management consultant. Theo holds a Master’s degree in Chemical Engineering from the University of Groningen. Skills and experience: Frederik joined Renewi in July 2023, bringing 20 years of experience in business transformations, business process redesign, and leading digital programmes in the energy sector. Graduating with a degree in Earth Sciences from the Vrije Universiteit Amsterdam, Frederik began his career as an Exploration Geologist at Shell in 1991. This was followed by an MBA from the Amos Tuck School at Dartmouth College (USA) and four years with strategy consultants McKinsey & Company. Frederik re-joined Shell in 2001 where he held senior management positions in Shell’s European Commercial B2B business, Downstream, and in Upstream, leading regional and global teams driving operational excellence and digital transformations for the business. In his last role as Vice President Business Excellence, he led the programme to define Upstream’s target digital model, enabled by SAP. Skills and experience: Ans was promoted to Group IT Director in November 2023, having joined Renewi as IT Director for the Commercial Waste Belgium division in 2022. Prior to joining Renewi, Ans built significant experience in IT leadership having held several senior IT positions at Argenta, Colruyt Group, Johnson & Johnson, and ING Belgium. Since joining Renewi, she has played a pivotal role in the development and application of the Flexible Delivery Model, providing a critical framework aligning strategic business objectives with IT deliverables. Ans continually updates, develops and supplements her knowledge and qualifications and holds numerous practical certifications related to her role, including in Data Protection, Prince 2 project management, and as a Scrum Master. Currently Ans is training as a certified information security manager (CISM). Skills and experience: Marieke joined Renewi in July 2022, bringing over 15 years’ experience in international marketing and communications. Prior to joining Renewi, Marieke fulfilled a wide range of global communications roles, both in the B2B and B2C areas, and more recently had global responsibility for the internal and external communications of the consumer division at Philips. Earlier in her career, Marieke worked in advertising and developed marketing campaigns for the Dutch national market. Marieke holds a Bachelor’s degree in Communications. As part of internal harmonisation and efficiency measures, the Executive Committee as operating throughout FY24 was reformed as Executive Leadership Team (ELT) effective as at 1 May 2024. The ELT has a core membership of six including the CEO, CFO, two Chief Operating Officers, Chief Human Resources Officer and Chief Strategy Officer. The ELT is supported by heads of functional areas as the Extended Executive Leadership Team (EELT). The ELT does not have specific powers of its own delegated by the Board, the CEO is assisted in the performance of his duties by the ELT and EELT. Extended Executive Leadership Team Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 97 Governance at a glance At a glance A snapshot guide to corporate governance at Renewi and to highlights over FY24. Board composition Board independence 75% (FY23: 75%) Female representation 37.5% (FY23: 37.5%) Number of Board meetings 9 (FY23: 8) Non-Executive Director tenure: Culture The Board considers our people to be our most valuable asset and places a commitment to the highest standards of safety at the heart of our culture. Read more about how the Board has overseen the development of Renewi’s culture over the year on pages 110 to 111. Q&A with Jolande Sap Jolande Sap, our designated director for workforce engagement, provides her insights and reflections on her activities within the Group during the year, and her ambitions for the coming year. Compliance with the UK Corporate Governance Code 2018 Renewi complied throughout the accounting period with the provisions of the UK Corporate Governance Code. Read more about how the Company has applied the main principles of good governance in the UK Corporate Governance Code on pages 104 to 109. Stakeholder Engagement Considering the interests of our stakeholders is fundamental to the way we operate. Read more about our stakeholders, key areas of focus and how we engage with our key stakeholders on pages 112 to 115. Principal decisions in FY24 A selection of the Board’s principal decisions during the year and how stakeholder interests were considered during the process are examined on page 116. Audit Committee meetings Committee meetings 1 – 3 years 2 4 – 6 years 7 – 9 years 3 1 5 4 4 3 Remuneration Committee meetings Safety, Health and Environment Committee meetings Nomination Committee meetings 98 Renewi plc Annual Report and Accounts 2024 Corporate Governance Report Dear shareholder, I am pleased to present the Corporate Governance Report for the financial year ended 31 March 2024. This section includes the Corporate Governance Statement, the reports of the main Board Committees, including the Directors’ Remuneration Report and several other disclosures that we are required to make by law. Taken together and including cross-references to relevant parts of the Strategic Report, these contents demonstrate how we have applied the principles and complied with the provisions of the UK Corporate Governance Code (the Code). The Group’s operating environment has been challenging, and the Board has worked to a packed agenda. Against a backdrop of constantly changing external macro-environmental factors, ensuring high standards of corporate governance has become more important than ever. Your Board has remained focused on promoting the success of the Company for the benefit of its members while having due regard for the interests of all its key stakeholders, which are discussed later in this report. During the year, the Board has overseen strategic changes which we believe will position the Group for long-term success. This has included a strategic review of the UK Municipal business, cost savings and other measures designed to ensure our businesses are well-positioned to deliver improved performance and future growth. The Board and its Committees have championed changes in the Group’s culture to ensure that practices and behaviour throughout the business are aligned with the Company’s purpose, values and strategy. The Board has fully supported management’s vision to create a culture of care within our business, founded on a robust safety culture and the aim of preventing any accidents in the workplace. We remain focused on delivering sustainable value for our shareholders, at pace. Together with Executive management, I have been in regular contact with our larger shareholders over the year and, through our engagement, we have developed a clear understanding of our investors’ views and ambitions for the Group. We are pleased with the level of support for the Group’s purpose and objectives and will continue to maintain a high level of engagement with our investors as the Group aims to reach its strategic targets. In 2023, the Board received non-binding indicative offers to acquire the entire share capital of the Company from Macquarie Asset Management, which we carefully considered. Internal and third-party valuations based on the company’s existing standalone strategy concluded that the potential bid significantly undervalued Renewi, and so we rejected the offers. We engaged with shareholders around the time of the offer period, and in the period since then. As a Board, we are focused on maximising value for all of our shareholders and are objective about the route through which this is achieved. An overview of the process the Board followed to arrive at its decision can be found in the ‘Principal Decisions during FY24’ section of this report. The Board adopted a formal Board Diversity Policy during the year. It was decided not to consider changes to Board membership in FY24; however, succession planning remains firmly on the agenda for the coming year, and we look forward to reporting our progress against targets in FY25. The Board evaluated its performance and that of its Committees over FY24 and I am pleased to report the results showed it continued to work effectively throughout the year. The evaluation also identified several areas for development and the Board and its Committees will focus on these over the coming year, which are discussed more fully in the Nomination Committee Report. At the Company’s 2023 Annual General Meeting (AGM), our second disapplication of pre-emption rights resolution failed to pass. We engaged with our dissenting shareholders to understand their concerns, and the outcomes of those discussions will be reflected in the authorities sought at the 2024 AGM. For FY24 the Directors have proposed that, subject to shareholder approval at the AGM, a final dividend of 5 pence per share be paid on 31 July 2024 to shareholders on the register of members as at 28 June 2024. The Company’s AGM will be held in London on 11 July 2024. On behalf of the Board, I look forward to welcoming you to the AGM, and thank you for your continued support of the Company. Ben Verwaayen Chairman “Ensuring high standards of corporate governance has become more important than ever” Ben Verwaayen Chairman Corporate Governance Report Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 99 The Board fully supports the principles of good corporate governance. The Corporate Governance Report, together with the Directors’ Remuneration Report (see pages 128 to 147), explains how the Group has applied and complied fully with the provisions of the UK Corporate Governance Code 2018 for the year to 31 March 2024. The Board The Board’s role is to promote the long-term sustainable success of the Company, generating value for shareholders, and its contribution to wider society. It has established the Company’s purpose, values and strategy, and ensures these and the Company’s culture are aligned. The Board comprises the Chairman, five independent Non-Executive Directors, the Chief Executive Officer and the Chief Financial Officer. The Chairman has primary responsibility for running the Board. The Chief Executive Officer is responsible for the operations of the Group and for the development of strategic plans and initiatives for consideration by the Board. The formal division of responsibilities between the Chairman and the Chief Executive Officer has been agreed by the Board and documented, a copy of which is available on the Group’s website. The Non-Executive Directors bring a wide range of experience to the Group and are considered by the Board to be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Non-Executive Directors make a significant contribution to the Board, ensuring that no individual or group dominates the decision-making process. Non-Executive Directors are not eligible to participate in any of the Company’s share option or pension schemes. The Chairman also meets and communicates regularly with the Non-Executive Directors without the presence of the Executive Directors. The Senior Independent Director is available to shareholders in instances where the Chairman, Chief Executive Officer or Chief Financial Officer have failed to resolve the concern, or where such contact is inappropriate. Corporate Governance Report continued Governance framework Board of Directors Executive Leadership Team 1 Audit Committee See page 103 Remuneration Committee See page 103 Nomination Committee See page 103 SHE (Safety, Health and Environment) Committee See page 103 1. As announced 25 April 2024 by RNS the Executive Committee was reformed for FY25 and renamed the as the Executive Leadership team. 2. As announced 25 April 2024 by RNS Mineralz & Water will become part of the Specialities Division. Comprising Coolrec, Maltha, UK Municipal and Mineralz & Water. Specialities 2 Commercial Waste Functions 100 Renewi plc Annual Report and Accounts 2024 Board meetings and attendance in FY24 Board Audit Committee Remuneration Committee Nomination Committee Safety, Health and Environment Committee Number of meetings held 9 5 4 3 4 Ben Verwaayen 9 (9) – – 3 (3) – Allard Castelein 9 (9) – 4 (4) 3 (3) 4 (4) Katleen Vandeweyer 9 (9) 5 (5) – 3 (3) – Neil Hartley 9 (9) 5 (5) 4 (4) 3 (3) 4 (4) Luc Sterckx 9 (9) 5 (5) 4 (4) 3 (3) 4 (4) Jolande Sap 1 8 (9) 5 (5) – 3 (3) – Otto de Bont 9 (9) – – – – Annemieke den Otter 9 (9) – – – – 1. Jolande Sap was unable to attend a meeting of the Board on 16 October 2023 called at short notice and held by telephone conference. 2. Bracketed figures indicate maximum potential attendance of each Director. Board governance There is a formal schedule of matters reserved specifically for the Board’s decision. These include approval of financial statements, strategic policy, acquisitions and disposals, capital projects over defined limits, annual budgets and new borrowing facilities. The Board meets regularly, having met 9 times during the year. The Board is provided with appropriate information in a timely manner to enable it to discharge its duties effectively. All Directors have access to the Company Secretary, whose role includes ensuring that Board procedures and regulations are followed. In addition, Directors are entitled, if necessary, to seek independent professional advice in connection with their duties at the Company’s expense. In recognition of the importance of their stewardship responsibilities, the first standing item of business at every scheduled Board meeting is the consideration of health and safety and environmental matters. Other regular reports include those from the Chief Executive Officer and Chief Financial Officer, covering business performance, markets and competition, investor and analyst updates, as well as progress against strategic objectives and capital expenditure projects. The Board also remains responsible for setting strategic aims and objectives in relation to sustainability and climate change. All Directors are required to notify the Company on an ongoing basis of any other commitments. Through the Company Secretary, there are procedures for ensuring that the Board’s powers for authorising Directors’ conflicts of interest are operated effectively. Four formal Committees (Audit, Remuneration, Nomination, and Safety, Health and Environment) support the work of the Board. In addition, during FY24 the Executive Committee, while not a committee with specific powers of its own delegated by the Board, assisted the Chief Executive Officer in the performance of his duties. This Committee met monthly and comprised the Chief Executive Officer and Chief Financial Officer, the Divisional Managing Directors and Corporate Function Leaders. For FY25 the Executive Committee has been replaced by the Executive Leadership Team, as detailed on page 96. In reviewing Renewi’s overall corporate governance arrangements, the Board continues to give equal consideration to balancing the interests of customers, shareholders, employees and the wider communities in which Renewi operates. Board induction and development On appointment, Directors are given an introduction to the Group’s operations, including visits to principal sites and meetings with operational management. Specific training requirements of Directors are met either directly or by the Company through legal and regulatory updates. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 101 Diversity All Board appointments are based on merit and against objective criteria, but within this context, the Board believes that diversity and inclusion, in its broadest sense, including gender and ethnicity, should be promoted, as they are an important factor in Board effectiveness. Role profiles for Board vacancies incorporate any necessary skills or strengths that may be required, to either fill any gaps or complement existing Board member competencies. In recognition of the Board’s commitment to ensuring its diversity, it adopted a formal Board Diversity Policy in 2023, as recommended by the Nomination Committee. Renewi is committed to offering a rewarding, diverse and inclusive working environment. On gender diversity, Renewi has set a target to increase the percentage of women across the business to 25% by 2025. You can read more about our approach to Board diversity in the Nomination Committee Report (see page 125). The Nomination Committee and the Board continue to closely monitor all aspects of diversity in recruitment and promotions across the workforce. To assist in the process, a Diversity and Inclusion Board Corporate Governance Report continued Table for reporting on gender identity or sex As at 31 March 2024 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive management 1 Percentage of Executive management Men 5 62.5% 3 7 70% Women 3 37.5% 1 3 30% Table for reporting on ethnic background 2 As at 31 March 2024 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management 1 Percentage of Executive management White British or other White (including minority-white groups) 8 100% 4 10 100% Mixed/Multiple Ethnic Groups – – – – – Asian/Asian British – – – – – Black/African/Caribbean/Black British – – – – – Other ethnic group, including Arab – – – – – Not specified/prefer not to say – – – – – 1. Executive management is defined as the Executive Committee as at 31 March 2024. 2. Data obtained from individuals directly. has been appointed to help advise the Board on how to embed diversity and inclusivity within the organisation. Statistical employment data for the Group can be found in the caring for our employees and ecosystems section on page 44, and in the sustainability disclosures section on page 258. This information includes further summary details in addition to that shown below, including how to access our gender pay gap reporting. 102 Renewi plc Annual Report and Accounts 2024 Audit Committee The main roles of the Audit Committee include monitoring the integrity of the financial statements, reviewing the Company’s internal financial control and risk management systems, and monitoring and reviewing the effectiveness of the internal and external audit functions. The Audit Committee met five times during the year and is formally constituted with written terms of reference, which are available on the Group’s website. The Committee is made up solely of Non- Executive Directors: Katleen Vandeweyer, who has chaired the Committee since 1 December 2022, Neil Hartley, Luc Sterckx and Jolande Sap. The Board considers that the Audit Committee as a whole has competence relevant to the waste-to-product sector. The Executive Directors and representatives from the external auditors are regularly invited to attend meetings. The Committee also has access to the external auditors without the presence of the Executive Directors. The Audit Committee Report (see pages 119-124) sets out the role of the Committee in detail and its main activities during the year. This includes its responsibility for reviewing the methodology and approach for reporting in support of the Board’s strategy regarding sustainability and climate change. Remuneration Committee The Committee formulates the Company’s Remuneration Policy and the individual remuneration packages for Executive Directors. The Committee also determines the remuneration of the Group’s senior management and that of the Chairman. The Committee recommends the remuneration of the Non-Executive Directors for determination by the Board. In exercising its responsibilities, the Committee has access to professional advice, both internally and externally, and may consult the Chief Executive Officer about its proposals. The Remuneration Committee met four times during the year and is formally constituted with written terms of reference, which are available on the Group’s website. The Committee is made up solely of Non-Executive Directors: Neil Hartley, who chairs the Committee, Allard Castelein and Luc Sterckx. The Directors’ Remuneration Report (see pages 128-147) contains particulars of Directors’ remuneration and their interests in the Company’s shares. Nomination Committee The Committee is responsible for making recommendations to the Board on the appointment of Directors and succession planning. It also reviews organisation and resourcing plans for the purpose of providing assurance that appropriate processes are in place to ensure a sufficient supply of competent executive and senior management. The Nomination Committee met three times during the year and is formally constituted with written terms of reference, which are available on the Group’s website. The Committee is made up solely of Non-Executive Directors: Ben Verwaayen, who chairs the Committee, Allard Castelein, Jolande Sap, Neil Hartley, Luc Sterckx and Katleen Vandeweyer. The Nomination Committee Report on pages 125-127 sets out the role of the Committee in further detail and its main activities during the year. Safety, Health and Environment Committee The Committee is responsible for making recommendations to the Board over safety, health and environmental matters. It reviews safety, health and environmental performance, providing guidance on the implementation of appropriate measures to protect the environment and keep people safe. The Safety, Health and Environment Committee met four times during the year and is formally constituted with written terms of reference, which are available on the Group’s website. The Committee is made up solely of Non-Executive Directors: Luc Sterckx, who chairs the Committee, Allard Castelein and Neil Hartley. The Safety, Health and Environment Committee Report (see pages 117-118) sets out the role of the Committee in further detail and its main activities during the year. Other information Other information necessary to fulfil the requirements of the Corporate Governance Statement, relating to the Company’s share capital structure and the appointment and powers of the Directors, can be found in the Other disclosures section (see pages 148-150). Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 103 How Renewi has complied with the UK Corporate Governance Code Renewi’s statement of compliance, together with the wider Corporate Governance Report and other sections of this Annual Report, describes how the Company has applied the main principles of good governance in the UK Corporate Governance Code, published by the UK Financial Reporting Council (FRC) in July 2018, a copy of which is available on its website, frc.org.uk. Renewi complied throughout the accounting period with the provisions of the UK Corporate Governance Code. Board leadership and company purpose A The Board’s role The Board comprises Directors with a diverse range of skills, nationalities and professional backgrounds, as set out in their biographies (see pages 94 to 95 and page 127 of the Nomination Committee Report). It is this diversity of experience and ability to exercise independent and objective judgement that helps the Board to operate effectively and establish a governance framework to assist the Group in the delivery of its strategy. The Board discharges its responsibilities, as set out on pages 99 to 103 of the Corporate Governance Report, through a programme of Board and Committee meetings, which include reviews of financial performance, critical business issues and short and long-term planning and strategies. B Renewi’s purpose, values and culture Renewi’s purpose is to protect the world by giving new life to used materials. The Group focuses on making valuable products from waste, rather than on its disposal through incineration or landfill. The Company meets the growing need to deal with waste sustainably and cost- effectively and is positioned higher up the value chain in the segments expected to show the highest structural growth. Renewi’s values are the foundation for everything it does and have helped the Group build a culture of togetherness and One Renewi. These values illustrate that how Renewi acts is just as important as what Renewi does and the Group uses them as a guide for behaviours and decision-making. The Board has designated Non-Executive Director Jolande Sap with responsibility for monitoring workforce culture and employee engagement. Together with the Group HR Director, Jolande also has responsibility for making regular reports to the Board. For more information, see the employee engagement section on page 111. The Audit Committee received regular updates on a range of risk and compliance matters during FY24, including reports and presentations on whistleblowing and integrity issues. It also received the results of internal audits, which provided insight into the risk and control environment within both the Group and individual areas of the business. The Committee reviewed the steps taken by senior management to address the weaknesses identified. Where concerns remained, the Committee ensured further action was taken, including requesting further information, monitoring and, if required, follow-up audits. For more information, see pages 119 to 124. As part of its considerations, the Remuneration Committee also reviewed the Company’s approach to rewarding the workforce. C Resources and controls The Board ensures that necessary resources are in place to help the Company meet its objectives and measure performance. The system of internal control is based on a continuous process of identifying, evaluating and managing risks, including the risk management framework outlined on page 66. The Group Risk Management Department, together with risk owners from the divisions and functions, is an important component of our risk management and controls architecture. It provides direct assurance to the Audit Committee on several matters, including the preparation and review of risk registers and the promotion of risk awareness. The Group Risk Management Department works with the operating divisions of our organisation to share outcomes and co-ordinate reporting on compliance matters. Complementing this, our internal key controls framework ensures monthly execution and review of our key financial controls. Our internal audit function aims to improve our overall control framework and evaluate and improve the design and effectiveness of control processes, reporting the results Compliance with the UK Corporate Governance Code Compliance with the UK Corporate Governance Code 104 Renewi plc Annual Report and Accounts 2024 of its activities to the Audit Committee. The Board has a formal system in place for Directors to declare any conflicts, or potential conflicts, of interest. D Shareholder engagement The Board aims to engage with shareholders and understand their issues and concerns. It endeavours to respond to all queries and questions, whether from large institutional or smaller private shareholders, although responses may be facilitated through management. Renewi aims to present a balanced and understandable assessment of its strategy, financial position and prospects when reporting to shareholders and other interested parties. The investors pages of renewi.com contain a wide range of information of interest to institutional and private investors. Board members are kept informed of any issues and receive regular reports and presentations from executive management, and our advisers assist them in developing an understanding of our major shareholders’ views. Throughout the year, the Board has acted through the Chairman and senior management to maintain a dialogue with the Company’s major shareholders, covering matters including the proposed offer for the issued share capital of the Company as announced by Macquarie Asset Management on 28 September 2023, and the Board’s decision to conduct a strategic evaluation of Renewi’s UK Municipal business. Board members attend the AGM to answer questions raised by shareholders, including private investors. Details of proxy voting by shareholders, including votes withheld, are given at the AGM and posted on our website after the meeting. The majority of resolutions proposed at the 2023 AGM were approved by shareholders. Resolution 17, the second of the two Disapplication of Statutory Pre-Emption Rights authorities sought, did not receive sufficient support to be passed at the AGM and received over 20% of votes against. Acting through management, the Board engaged the Company’s shareholders to understand and discuss their views on this resolution and released a stock exchange update announcement on 5 December 2023. Views expressed by those shareholders that voted against resolution 17 included reservations concerning the increased level of capital that could be raised under the new authority requested, and, in certain cases, the level of the authority sought conflicted with shareholders’ internal voting policies. The authorities sought for the Disapplication of Statutory Pre-Emption Rights at the 2024 AGM will reflect the outcome of discussions with shareholders. The 2024 AGM will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday 11 July 2024 at 11:00. A Notice of AGM, setting out detailed arrangements, will be sent in advance to all registered holders of ordinary shares and, where requested, to the beneficial holders of shares, and will also be available on our website at renewi.com. Wider stakeholder engagement The Directors recognise the fundamental importance of promoting the long-term success of the Company. Clear communication and proactive engagement to understand the issues and factors that are most important to stakeholders are fundamental to this. A summary of our approach to stakeholder engagement and its consideration in decision-making is set out on pages 112 to 115. Our Section 172(1) statement is set out on page 90. Renewi has an active investor relations programme to engage with institutional investors, analysts, press and other interested parties. The Company uses multiple channels to do this, including its financial results presentations, reports, regulatory news announcements, press releases, AGM, face-to-face meetings including roadshows, videos, the corporate website and other social media channels. Workforce engagement Renewi relies on its workforce and its commitment to uphold the Group’s values, deliver strategic priorities and make the changes necessary to sustain performance. Engagement with the workforce is key to ensuring that the Board understands the employee voice. Non-Executive Director Jolande Sap is the Board’s designated director for employee engagement. The Board also engages with the workforce through the Group’s Works Councils in the Netherlands and Belgium. For more information on employee engagement, see page 111. E Our workforce policies Renewi operates a Code of Conduct based on our core values, expected behaviours and key policy principles. This includes creating a safe and healthy working environment, diversity, equality, non-discrimination and accountability. Renewi is an equal- opportunities employer and publishes an annual Modern Slavery Statement. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 105 Division of responsibilities F The role of the Chairman Ben Verwaayen, our Non-Executive Chairman, is responsible for leadership of the Board and promoting a culture of openness and constructive debate. He was and remains independent since his appointment as Chairman on 1 April 2020. G Composition of the Board The Board comprises six Non-Executive Directors including the Chairman, and two Executive Directors. The Board’s responsibilities are set out on pages 100 to 103 of the Corporate Governance Report and an overview of the Board roles can be found on page 107 of the Corporate Governance Report. The roles of the Board, Board Committees, Chairman and CEO are documented, as are those matters reserved to the Board. They can be found on our website at renewi.com/en/ investors/corporate-governance. The CEO is responsible to the Board for the management, development and performance of our business for those matters for which he has been delegated authority by the Board. Although the CEO retains full responsibility for the authority delegated to him by the Board, he chaired the Executive Committee, which is the vehicle through which he exercised that authority in respect of our business in FY24, as replaced with the Executive Leadership Team for FY25. During the year, the Board considered the independence of each Non-Executive Director for the purposes of the UK Corporate Governance Code and finds that all the Non-Executive Directors are independent. The membership of the Board as at 31 March 2024, and biographical information about individual Directors, can be found on pages 94 to 95. H Role of the Non-Executive Directors The role of the Non-Executive Directors is to provide constructive challenge and strategic guidance, offer specialist advice and hold management to account. The Non-Executive Directors bring a wide range of experience to the Group and are considered by the Board to be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Non-Executive Directors make a significant contribution to the functioning of the Board, thereby ensuring that no individual or group dominates the decision-making process. The Chairman also meets and communicates regularly with the Non-Executive Directors without the presence of the Executive Directors. Time commitment Generally, Non-Executive Directors commit 24 days a year to the Group’s business. In practice, Board members’ time commitments exceed this minimum expectation when all the work that they undertake for the Group is considered, particularly in the case of the Chairman of the Board and the Chairs of the Board Committees. As well as their work in relation to formal Board and Board Committee meetings, the Non-Executive Directors also commit time throughout the year to meetings and conference calls with various levels of executive management, visits to sites and, for new Non-Executive Directors, induction sessions. If a Director is unavoidably absent from a Board or Board Committee meeting, they receive and review the papers for the meeting and typically provide verbal or written input ahead of the meeting, usually through the Chairman of the Board or the Chair of the relevant Board Committee, so that their views are made known and considered at the meeting. Given the nature of the business to be conducted, some Board meetings are convened at short notice, which can make it difficult for some Directors to attend due to prior commitments. Compliance with the UK Corporate Governance Code continued 106 Renewi plc Annual Report and Accounts 2024 Subject to specific Board approval, Executive Directors and other Executive Committee/Leadership Team members may accept external appointments as non-executive directors of other companies, and retain any related fees paid to them, provided that such appointments are not considered by the Board to prevent or reduce the ability of the executive to perform his or her role within the Group to the required standard. Senior Independent Director Allard Castelein, who joined the Board as a Non-Executive Director in January 2017, was appointed Senior Independent Director with effect from 1 September 2019. The role of the Senior Independent Director is to serve as a sounding board for the Chairman and as an intermediary for the other Directors when necessary. Led by the senior independent director, the non-executive directors meet without the chair present at least annually to appraise the Chair’s performance, and on other occasions as necessary. The Senior Independent Director is available to shareholders should they have concerns that contact through the normal channels of Chairman, Chief Executive Officer or Chief Financial Officer has failed to resolve, or where such contact is inappropriate. I The Company Secretary The Company Secretary is responsible to the Chairman for ensuring that all Board and Board Committee meetings are properly conducted, that Directors receive appropriate information before meetings to enable them to make an effective contribution, and that governance requirements are considered and implemented. Both the appointment and removal of the Company Secretary is a matter for the whole Board. Chairman • Ben Verwaayen Responsibility: Responsible for leading the Board, ensuring its effectiveness in all aspects of its role and developing the Group’s culture with the Chief Executive Officer. Promotes high standards of integrity and governance across the Group and ensures effective communication and understanding between the Board, management, shareholders and wider stakeholders. Senior Independent Non-Executive Director (SID) • Allard Castelein Responsibility: Provides a sounding board for the Chairman and discusses concerns that cannot be resolved through the normal channels or where such contact would be inappropriate with shareholders and other stakeholders. Can be contacted via the Company Secretary at the UK corporate head office. Non-Executive Directors • Neil Hartley • Jolande Sap • Katleen Vandeweyer • Luc Sterckx Responsibility: Responsible for bringing an external perspective, sound judgement and objectivity to Board discussion and decision- making, and to support and constructively challenge the Executive Directors using their broad range of experience and expertise. Chief Executive Officer (CEO) • Otto de Bont Responsibility: Responsible for the management of all aspects of Renewi’s businesses, developing the strategy in conjunction with the Chairman and the Board and leading its implementation. In FY24 the CEO was supported by the Executive Committee, comprising the CEO, CFO, Divisional Managing Directors and Corporate Function Leaders. For FY25, the Executive Committee has been replaced by the Executive Leadership Team detailed on page 96. Chief Financial Officer (CFO) • Annemieke den Otter Responsibility: Responsible for the management of Renewi’s finance, treasury, strategy, legal, IT, transformation, corporate development and investor relations. Company Secretary • Dominic Murray Responsibility: Responsible to the Chairman for ensuring that all Board and its Committee meetings are conducted properly, that Directors receive appropriate information prior to meetings to enable them to make an effective contribution, and that governance requirements are considered and implemented. All Directors have access to the advice of the Company Secretary. Both the appointment and removal of the Company Secretary is a matter for the whole Board. The roles of the Board, Board Committees, Chairman and CEO are documented in more detail on our website, as are those matters reserved to the Board. They can be found at renewi.com/en/investors/ corporate-governance. Director roles and responsibilities Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 107 Composition, succession & evaluation J Appointments to the Board and succession planning The Nomination Committee regularly reviews the composition of the Board and the status of succession for both senior executive management and Board-level positions. Directors have regular contact with and access to succession candidates for senior executive management positions. The Nomination Committee’s role is to recommend to the Board any new Board appointments and to consider, more broadly, succession plans for both senior executive management and Board-level positions. As part of its consideration, the Nomination Committee evaluates the balance of skills, knowledge, experience and diversity of the Board. Any decisions relating to the appointment of Directors are made by the entire Board based on the merits of the candidates and the relevance of their background and experience, measured against objective criteria, with care taken to ensure that appointees have enough time to devote to our business. For more information, please see the Nomination Committee Report on pages 125 to 127. Re-election of Directors In accordance with Article 93 of the Articles, all Directors retire at each AGM and may offer themselves for re-election by shareholders. Accordingly, all the Directors will retire at the 2024 AGM. The Notice of AGM will contain details of all Directors seeking election and re-election. For more information, see the Other disclosures on page 148. K Skills, experience and knowledge of the Board The Nomination Committee is responsible for reviewing the composition of the Board to ensure that it has the appropriate expertise while also recognising the importance of diversity. L Board evaluation In FY24, the Board evaluation was carried out through an externally facilitated, structured online survey. The findings are set out in the Nomination Committee Report on page 125. Audit, risk and internal control M Internal and external audit The Audit Committee reviews the Company’s relationship with its external auditors, BDO LLP, including their independence. BDO LLP was first appointed to conduct the audit of the Company’s and Group’s consolidated financial statements for the financial year ended 31 March 2021 and will be put forward for re-appointment at the 2024 AGM. The Committee maintains a policy for the pre-approval of all permitted non-audit services undertaken by the external auditor. The main purpose is to ensure that the independence of the auditor is maintained. The Audit Committee also reviews the independence and effectiveness of the internal audit function. For more information, see the Audit Committee Report on pages 119 to 124. N Fair, balanced and understandable assessment The Board as a whole is responsible for the Company’s financial and business reporting including reviewing the Company’s financial results announcements. The Board considers this Annual Report, taken as a whole, to be fair, balanced and understandable, and provides the information necessary for shareholders to assess Renewi’s position, performance, business model and strategy. O Risk management and internal controls The Board has overall responsibility for our system of internal controls and risk management policies and has an ongoing responsibility for reviewing their effectiveness. During FY24, the Directors continued to review the effectiveness of our system of controls, risk management (including a robust assessment of the emerging and principal risks, including those that would affect the business model, future performance, solvency or liquidity) and high-level internal control processes. These reviews included an assessment of internal, financial, operational and compliance controls, and risk management, including their effectiveness. The reviews were supported by management assurance of the maintenance of controls reports from internal audit, as well as the external auditor on matters identified during its statutory audit work. The system of controls is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable (not necessarily absolute) assurance of effective operation and compliance with laws and regulations. The Directors believe that the Group maintains an effective, embedded system of internal controls and complies with the FRC’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. For more information about how Renewi manages business risks, procedures for identifying emerging risks, descriptions of principal risks and uncertainties, and the Viability Statement, see the Risk management section on pages 66 to 89. Compliance with the UK Corporate Governance Code continued 108 Renewi plc Annual Report and Accounts 2024 Remuneration P Policies and practices The Remuneration Committee is responsible for determining, approving and reviewing the Company’s remuneration principles and frameworks, to ensure they support the strategy of the Company and are designed to promote long-term success. For more information on the Remuneration Committee’s work during FY24, see the Directors’ Remuneration Report on pages 128 to 147. Q Procedure for developing remuneration policy Following consultation with institutional shareholders and advisory bodies, the Directors’ Remuneration Policy was approved at the 2023 AGM and will remain in place until a new policy is put to shareholders for approval at the 2026 AGM. The Remuneration policy is designed to align with corporate governance best practice, support the Company’s ability to recruit and retain executive talent to deliver the aims of its strategy and promote the delivery of the long-term strategy. The Directors’ Remuneration Policy can be found in the Directors’ Remuneration Report on pages 128 to 147. R Exercising independent judgement The Remuneration Committee exercises independent judgement when determining remuneration outcomes. It considers factors such as wider business and individual performance during the year, including health and safety performance and environmental, social and governance objectives. For more information on FY24 performance, decisions and reward outcomes, see the Directors’ Remuneration Report on pages 128 to 147. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 109 Culture at Renewi Our Culture The Board considers our people to be our most valuable asset and places a commitment to the highest standards of safety at the heart of our culture. Alignment to purpose, vision and strategy As a pure-play recycler, Renewi’s core purpose is to give new life to used materials. Our vision is to be the leading waste-to-product company in Europe’s most advanced circular economies, which we aim to realise through our strategic pillars of being a leader in recycling, a leader in secondary materials, and selectively growing our market share. Our purpose, vision and strategy have shaped a culture the Board deems fit for the business and has determined the Group’s core values: Who we are: • Safe – Safety above all else • Sustainable – make a daily difference to our planet • Innovation – do it better every day How we act: • Accountable – do what we say we’ll do • Customer-focused – add value for our customers • Together – always open and respectful These values, which underpin our culture, have been specifically developed to enable us to deliver on both our strategic objectives and sustainable business performance. ‘Setting the tone from the top’ The Board leads by example, ‘setting the tone from the top’. Each member of the Board supports the Group’s safety culture and is dedicated to promoting it within the business. This commitment to embedding a common understanding of the culture flows through the governance structure of the Board and its Committees. Executive management is charged with ensuring the Executive leadership understands and embraces Renewi’s culture and actively cascades expected standards throughout its teams and management structures. Centrally, Renewi’s culture and commitment to a unified approach are communicated throughout the business by leadership functions. These comprise senior management, Human Resources and Group Internal Communications as well as team leaders and supervisors on a site level. To ensure all employees understand and adopt our culture and way of working, they must sign up to the Renewi Code of Conduct during induction. This details the purpose and vision of our organisation, standards of business integrity, the responsibilities of the organisation and the responsibilities of the employee. Monitoring culture Caring for our people is a vital part of the Renewi sustainability strategy, and the cultural health of the Company is monitored through a dashboard of key metrics, which give insight to the Board. You can read more about how we care for our people on page 44. In addition, the Board receives a monthly update on SHEQ performance and cultural and organisational development as part of the Chief Executive’s report, as well as regular feedback from the Board Committees, which monitor relevant metrics as part of their areas of focus. This combination of feedback mechanisms allows the Board to identify themes emerging in the culture of the Company, enabling decision- making to strengthen performance or initiate remedial action as necessary. Culture – dashboard metrics LTIF 6.8 FY23: 9.4 Lost time injuries rate Employee mood 7.4 FY23: 7.4 Healthy at work rate 94% FY23: 92% Employee engagement +23 FY23: +22 eNPS score in pulse survey Females in higher management 23% FY23: 24% * see page 44 for details on these metrics. 110 Renewi plc Annual Report and Accounts 2024 Employee engagement Renewi is committed to being a great place to work. Engagement with employees is an important element in fostering a positive environment in which they feel respected, where openness is valued, diversity celebrated, and every voice heard. The Company recognises that people are its most valuable asset in achieving its goals, upholding its values and delivering its strategic priorities. The Board has designated Non-Executive Director Jolande Sap to assist the Board with employee engagement. Jolande, a former leader of the Dutch Green Party, GroenLinks, has a deep understanding of socioeconomic issues and an ideal blend of skills for this role. Over the year, Jolande has regularly engaged with the Dutch Works Council (DWC) including: • June ‘Article 24’ general operation of the enterprise discussions • December business update meeting • Five meetings with the DWC chair on topics of employee and management interest In addition to Jolande’s work, the Board seeks to engage directly with employees. During the year, the Board visited several sites within the operation, which provided the opportunity to discuss operations directly with staff. Board lunches were arranged with groups of employees, of which 4 were held during the year, which provided an open forum for discussion on a range of topics of importance to both the employees and the Board. The Board receives updates from HR detailing the workforce’s views on a wide variety of topics. It also receives several Company-wide reports providing insight into the views of the entire workforce, regardless of location and role, allowing for a breadth of views to be considered when making key decisions. Investing in and rewarding our workforce Although the Remuneration Committee does not consult directly with employees, the Committee considers general basic salary increases for our workforce, aiming to ensure the global total reward offering is competitive, compelling and aligned to our business performance, while supporting a culture where everyone feels valued and included. For more information see the Remuneration Report on page 128. Employee Pulse surveys Renewi conducts regular Pulse surveys to understand the mood of employees and their attitude towards Renewi as an employer. The data analysis includes the calculation of a net promoter score estimating the likelihood of staff recommending Renewi as an employer. The results and analysis of Pulse surveys are presented to the Board to allow it to monitor any changes in attitudes as well as question Divisional Managing Directors and Function Leaders. For more information about Pulse surveys, see the Caring for our people and ecosystems section on pages 44 to 49. What is the value of direct Board- employee engagement at Renewi? Since last year, at the end of Board meetings, all Board members have, in groups of two or three, met with small groups of four to eight employees over lunch. These lunches have provided an opportunity for format-free discussions on what makes people tick at Renewi: what makes them proud, what are their main concerns, what they would like to change. The feedback proves these lunches are considered extremely valuable by both the Board and employees, and they deliver great insights into culture, leadership and delivery of strategy. What insights have you gained into the employee experience at Renewi? What stands out for me is that people are proud to work at a company that has a positive impact on the environment and society. Many people have strong ideas on how to co-operate within Renewi and how to organise our work even better to make more impact. Where do you see engagement opportunities for 2024/25? The Board should continue the Board- employee lunches, or other engagement forums whereby discussions can be held in an informal setting. As the designated Non-Executive Director for the workforce, I will have regular meetings with the chair of the Dutch Works Council five to six times a year. Furthermore, I will meet the full Works Council and join the Article 24 meeting with management. In the coming year, I will also revisit the Belgian Works Council – this will help keep the Board informed of employee topics of interest and provide a direct communication channel between the Board and as broad a spectrum of employees as possible within our business. What perspectives would you like to bring into conversations in the coming year? Important perspectives for discussion over the coming year are delivery of the growth strategy, co-operation across divisions, innovation and personal leadership at each level of the organisation. Q&A with Jolande Sap, designated director for employee engagement Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 111 Stakeholder engagement Stakeholders Stakeholders Considering the interests of our stakeholders is fundamental to the way we operate. Our values and Code of Conduct empower employees to make the best decisions in the interests of the Group and our stakeholders, helping to ensure these considerations are made not only at Board level but throughout our organisation. How our Board understands the interests of our stakeholders The Board appreciates that effective stakeholder management is crucial in ensuring the success of the business. The Board receives regular reports from management, which include the interests and concerns of key stakeholder groups, and, where appropriate, the Board engages directly with stakeholder representatives. During the year, the Board received updates on various engagement initiatives designed to promote recycling and an understanding of sustainability goals among stakeholders. The Board spent time considering engagement with the Company’s investors and gauging their views and concerns on several issues. The Board continues to review its engagement processes to ensure they best understand how the Company’s interests align with those of its stakeholders. How our Board considers stakeholders’ interests in decision-making The Directors act in good faith to promote the success of the Company for the benefit of shareholders, while also considering the impact of their decisions on wider stakeholders and other factors relevant to the decisions being made. As part of the Board’s governance process, stakeholder issues are discussed at each meeting. When decisions are made that affect the Company’s stakeholders, the Board carefully considers the interests of each stakeholder group concerned. For examples of how stakeholders’ interests have been considered during the year see the Principal decisions section on page 116. Our key stakeholders Our waste-producing customers Relevance to our business model Our waste-producing customers are both valued partners and the source of waste which we can turn into circular materials. Areas of focus • Commercial terms and services • Service quality • Responsible waste management • Industry developments • Delivering quality waste streams How we engage • MyRenewi digital portal • Customer call centres • Daily interactions and shared learnings • Sustainability and circularity coalitions • Education and training programmes • Customer events • Questionnaires and satisfaction surveys • Net promoter scores Board oversight • CEO reports to the Board including market dynamics, key contract wins • Presentations from Executive Committee members and management Outcomes of engagement • Customer service that retains our customers and meets their needs • Support and advice for customers on waste segregation and separate collections • Responsible waste management • Communication of market changes • Mission75 target to increase the recycling rate to 75% • Future Fit, our standardisation programme to streamline our services Our product customers Relevance to our business model Our manufacturing customers buy our circular materials. Areas of focus • Development of quality circular materials to meet customer requirements • Certainty of supply • Technical feasibility and commercialisation • Innovation and partnerships How we engage • Regular strategic and operational engagement • Customer meetings with the engineering team to collaborate/ conceptualise new solutions • Marketing collateral, including factsheets • Industry and customer events • Questionnaires and satisfaction surveys • Net promoter scores Board oversight • CEO reports to the Board including market dynamics, key contract wins • Presentations from Executive Committee members and senior management Outcomes of engagement • Investment to produce higher specification circular materials • Participation in setting industry standards • Opening of two new, advanced sorting lines in Ghent and Acht, enabling us to produce greater volumes of high-quality, clean raw materials for our customers 112 Renewi plc Annual Report and Accounts 2024 Our innovation partners Relevance to our business model Innovation is key to providing superior customer service and extracting maximum value from waste. Areas of focus • Scaling innovations for strategic impact, including investment in facilities and/or co-investment with a strategic partner • Potential and alternative uses of circular materials • Opportunities to improve the viability of circularity and waste-to-product processes How we engage • Regular meetings with potential partners and manufacturers to explore and develop new product possibilities • Working alongside network organisations that provide a platform to meet potential partners and screen the innovation potential of ideas and co-operation opportunities Board oversight • Monitoring of innovation through reports from the CEO and CFO • Presentations from members of the Executive Committee and other business leaders Outcomes of engagement • Strategic partnerships within the circular economy • Formulation of superior circular materials to meet market needs • Exploring the potential for new uses for existing recycled waste Our suppliers Relevance to our business model Working with a trusted group of suppliers is key to creating a reliable and effective supply chain. Areas of focus • Sourcing sustainable technical innovations • Responsible sourcing • Enhanced safety of our products • Improvements in operational processes e.g. our source-to-pay system How we engage • Interaction with our procurement team to ensure transparency and engagement • Initial formal market tenders and creating framework agreements with our key suppliers • Interaction through our source-to-pay system and procurement digital platform • Supplier review meetings to discuss opportunities to improve processes Board oversight • CEO reports to the Board on cost management and supply chain matters • Modern Slavery Act compliance to ensure an ethical supply chain Outcomes of engagement • Long-term relationships with trusted suppliers to enable efficient and sustainable purchase decisions • Focus on safety and high ethical standards • Collaboration on technical innovations • Investment in digital platforms, more efficient processing and development of preferred suppliers • Mitigating risks on quality and taking advantage of market developments Our employees Relevance to our business model Our employees drive our performance and productivity and enable us to be a leader in recycling. Areas of focus • Safety culture and Group values • Pay and working conditions • Diversity and inclusion initiatives • Professional development How we engage • Safety training, lifesaving rules and safety reporting for all employees • Employee surveys (Pulse) and leader-led feedback • Performance and development reviews • Group-wide leadership and management team meetings • Employee Works Councils • Internal communications and town halls • Opening growth pathways through leadership training Board oversight • CEO reports to the Board include safety and workforce matters • Remuneration Committee on employee pay, SHEQ on safety matters • Feedback from the designated NED • Board site visits and lunches with employee groups Outcomes of engagement • A motivated and aligned workforce • Employee attraction and retention • A positive safety culture • Creating diverse and inclusive teams • Developing our people and creating careers Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 113 Stakeholders continued Our key stakeholders Government Relevance to our business model Governmental focus on sustainability and addressing climate change are driving many of the changes towards a circular economy. Areas of focus • Shaping legislation to deliver on climate change targets and the circular economy • How the industry can help meet climate change targets • Use of fiscal and monetary incentives • Legislation on sorting of waste and stimulating higher quality of recyclates How the Company engages • Face-to-face engagement with state secretaries, politicians and other local, regional and national government officials • Lobbying on recycling, secondary materials usage and climate transition • Engaging directly or through trade and industry associations and lobby groups • Media coverage Board oversight • Board and Executive Committee level engagement over political and regulatory matters • CEO reports to the Board • Meetings with members of the Executive Committee Outcomes of engagement • Understanding of the risks and opportunities within the waste-to-product sector • Progressive legislation in the creation of a circular economy, reduction in incineration and stimulation of demand for secondary materials Local communities Relevance to our business model The processing of waste is critical for our communities and we nurture long-term relationships with them that uphold our reputation. Areas of focus • Managing our environmental impact • The benefits of recycling and secondary material production • How we reduce the impact of climate change through recycling How the Company engages • Continuous dialogue with our neighbours and local legislators • Community events, open days and education events • Meetings with special interest groups • Leafleting and social media Board oversight • CEO reports to the Board • Meetings with members of the Executive Committee Outcomes of engagement • Renewi’s contribution to community projects • Where there is an adverse event, we actively engage with community stakeholders • Renewi works with communities and local authorities on different initiatives throughout the year. In education, we visit schools to discuss recycling and what happens to waste Regulators Relevance to our business model Alignment with and adaptation to regulation is key to the success of our business model and a source of competitive advantage. Areas of focus • EC-wide harmonisation • Enforcement policy • Operational compliance with permits • Meeting environmental standards • Quality requirements and the best ways to measure them • Defining evolving standards and addressing topical concerns How the Company engages • Virtual meetings, site inspections, testing and data submissions • Liaison through trade and industry associations • Community advisory panels Board oversight • Board and Executive Committee-level discussion of political and regulatory matters • CEO reports to the Board • Safety data and HIT reporting Outcomes of engagement • Adoption of International Sustainability Rating System framework (ISRS) • Application of best practices and responsiveness to any investigations or compliance concerns raised • A positive safety culture 114 Renewi plc Annual Report and Accounts 2024 Shareholders Relevance to our business model Capital raised from our equity investors underpins the execution of our business model. Areas of focus • Progressing our overarching strategy for driving top-line growth and improving margins • Our strategy to increase the performance of the Group • Our approach to sustainability and climate risk How the Company engages • Dedicated Investor Relations function in constant communication with investors • Capital Markets events and site visits • Roadshows, video conferences, telephone calls and other meetings • Regular trading updates on regulatory platforms • Annual Reports and the Annual General Meeting Board oversight • Chairman and Executive management meetings with major investors, feedback shared with the Board • Regular investor relations and shareholder activity reports Outcomes of engagement • Presenting the investment case, the financial and non-financial performance of the business and the likely future trajectory of the business performance based on the outlook • Positioning Renewi to attract investors interested in sustainable and green investment Lenders Relevance to our business model Financing raised from debt investors and banks supports ongoing business activities. Areas of focus • Our approach to sustainability • Optimising liquidity, cash management, risk management and other treasury activities • Debt facilities management, issuances and maturities • Financial markets changes, including ESG reporting requirements • Experiences and expectations for the local economies and investors How the Company engages • Regular financial reporting and covenant compliance reporting documents • Maintaining close contact regarding the ongoing performance of the Group including bi-annual bankers’ meetings • Discussions regarding the ongoing facilities and utilisation • Consultation regarding alternative financial products available • Regularly sharing insights Board oversight • Receives regular reports from the CEO • Meetings with the CEO, CFO and Group Treasury Outcomes of engagement • Lenders understand our capital requirements, financial performance and sustainability performance • Continued access to the lending markets • Positioning Renewi to attract investors interested in sustainable and green investment Global community Relevance to our business model Renewi’s business model is geared to facilitating the circular economy and thereby addressing the climate emergency. Areas of focus • Addressing climate change through circularity • Ways to deliver essential services with minimal impact on the environment How the Company engages • Contribution to the ongoing debate around climate change • Influencing communication channels such as press and social media • Advocating on the importance in keeping recyclable materials in the value chain Board oversight • Approval of the Group’s various ESG targets, objectives and goals • Ongoing monitoring and assessment of performance against ESG KPIs • Oversight of engagement with the various interested stakeholder groups Outcomes of engagement • Roadmap to 2030 (FY31) 50% reduction in Scope 1&2 emissions, 25% in Scope 3 emissions • Encouraging companies to produce products that can be recycled, leading to greater value being extracted from waste • Change in behaviour, such as greater discipline in sorting waste for collection, leading to greater value being extracted from waste • Recycling rate target Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 115 Principal decisions during FY24 Principal decisions The needs of our different stakeholders as well as the consequences of any decision in the long term are carefully considered by the Board. This includes those decisions that involve the competing interests and priorities of our key stakeholders. The Board acknowledges its overriding duty to promote the success of the Company and recognises that conflicts between differing interests will often arise. More information on Section 172(1) can be found on page 90. Key decision Impacted stakeholders Strategic review of the UK Municipal business As announced on 4 October 2023, the Board decided to conduct a strategic review of the UK Municipal business as part of initiatives to optimise the Group’s portfolio. The Board determined that a carefully managed exit from the UK Municipal business would align with the Group’s strategic objectives and support the long-term success of the Company for its members as a whole. In reaching its decision, the Board considered the contribution of the UK Municipal business to the performance of the Group, the limited synergies between its business model and that of the Group as a whole, the stakeholder groups that would be impacted, and the extent of such impacts upon each stakeholder group. As far as possible, the Board has ensured that management has provided clear communications to impacted stakeholders, in particular our employees, and that it remains available to answer questions and address concerns. The Board will continue to oversee the process to ensure that stakeholder interests are protected as far as possible in the context of promoting the success of the Company. Customers Local communities Suppliers Employees Shareholders Lenders Link to strategy Macquarie bid During 2023, the Board received non-binding all-cash indicative proposals from Macquarie Asset Management (Macquarie) to acquire the entire share capital of the Company. The Board, in consultation with its advisors, carefully assessed the value and deliverability of those proposals against the future prospects of the Company. During these discussions, the Board focused on maximising shareholder value. It compared the value of the proposals against the fundamental value of Renewi. The Board determined that Macquarie’s proposals undervalued Renewi and its prospects, but communicated to Macquarie that it was open to engagement at price levels that reflected Renewi’s fundamental value. As a Board, we are focused on maximising value for all of our shareholders and are confident in the Company’s future prospects, but are objective and pragmatic about the route through which value is maximised. Shareholders Link to strategy Future Fit The Board agreed a package of measures to ensure Renewi is ‘Future Fit’. These included, but were not limited to: i) investment in Renewi’s digital core; ii) right-sizing the Netherlands employee base; and iii) simplifying the organisational structure. In continuation of the harmonisation and digitisation process commenced under Renewi 2.0, digital core will address back-office IT systems consolidating the digital landscape within the business. The right-sizing of the Netherlands employee base meant having to lose 160 employees, a process that was completed in December 2023. Finally, the simplification of the organisational structure brings Commercial Waste under one management team, and centralises support functions across the Group. These measures are expected to deliver significant costs savings and optimise Renewi’s positioning for future growth. The Board deemed these decisions necessary steps to promoting the long-term success of the business. Through updates received from management, the Board was satisfied that actions taken were in line with the Group’s culture and values, redundancies were made with respect and sensitivity with the aim of mitigating the impact on those employees affected, and that transformation of the business will benefit all stakeholder groups over the long term. Employees Shareholders Customers Suppliers Link to strategy Investment strategy The Board continued to support the €100m investment it approved for building new waste sorting facilities in Belgium in response to the VLAREMA 8 regulation, and facilities in the Netherlands for recycling plastics and converting out-of-date food waste into gas. The first of these projects was completed with the opening of the Ghent facility, where a new and innovative sorting line started production sorting mixed commercial waste into 24 recyclates, saving them from incineration. The second project was the new rigid plastics sorting facility in Acht. The newly opened facility will allow the Company to recycle not only separately collected plastics, such as a rigid plastic mix from recycling centres, but also more contaminated material from Construction & Demolition waste. The Board considered that these investments would continue to have a lasting positive impact for the Company, its customers and communities over the years to come. Regulators Customers Local communities Shareholders Link to strategy Dividends The Board is conscious of the importance of dividends as an income stream for many shareholders. Taking into account the financial position of the Company and continued confidence in the financial strengths and prospects of the business, the Directors decided it was appropriate to recommend a final dividend totalling 5 pence per share. The Board will keep the dividend policy under review to ensure it remains appropriate and continues to be in the interests of shareholders. Investors Employees Link to strategy Renewi defines principal decisions as those that are material or strategic to the Group and significant to any of our stakeholder groups. We detail below how the Board factored stakeholders into principal decision-making during FY24. The Board carefully considered how each decision promoted the long-term success of the Group, its financial and non-financial impacts, and had due regard to the other matters set out in s172(1)(a) to (f) of the Companies Act 2006. Key: Selectively grow market share Leader in recycling Leader in secondary material production 116 Renewi plc Annual Report and Accounts 2024 Committees Safety, Health and Environment Committee Report On behalf of the Board, I am pleased to present the Safety, Health and Environment Committee Report for the year ended 31 March 2024. Committee membership and FY24 Committee meeting attendance Luc Sterckx (Chair) 4(4) Allard Castelein 4(4) Neil Hartley 4(4) Bracketed figures indicate maximum potential attendance of each Director. Role of the Committee • Review and recommend appropriate policies related to the protection of the environment, together with the safety of employees, contractors, customers and the public, and oversee the monitoring and enforcement of these policies and related practices and procedures • Review significant risks or exposures and assess the steps management has taken to minimise those risks • Assist in keeping Directors informed of their safety, health and environmental responsibilities and duties as necessary and relevant • Monitor regulatory changes in relation to safety, health and environmental matters and the impact such changes may have on the business of Renewi • Receive reports as to divisional safety and health and environmental policies and arrangements, compliance with and any proposed changes to those policies and arrangements • Receive reports as to safety, health and environmental performance and any major incidents to ensure that management identifies and implements any corrective action considered appropriate to achieve compliance and raise performance where required For terms of reference go to renewi.com/sheco * The Safety and Compliance Taskforce meets monthly to review performance and progress against the SHEQ Strategy Plan. Membership includes Divisional MDs, the CEO and the Group SHEQ Director, and divisional SHEQ Directors. The Safety and Compliance Taskforce is focused on accountability and ensuring the execution of the SHEQ Strategy Plan. ** The team of SHEQ leads comprises the Group SHEQ Director, divisional SHEQ Directors and the Group SHEQ team. Luc Sterckx Chair of the SHE Committee Ensuring high standards of safety, health and environmental quality (SHEQ) is a priority for Renewi and the focus of the Committee. During the year, the Committee has monitored progress and development in Renewi’s SHE environment, providing robust oversight and ensuring that the Group delivers against its commitments. The Committee met four times during the year, with meetings attended by the Chief Executive Officer, Group SHEQ Director and Divisional Managing Directors by invitation. Over the course of the year the Committee has overseen continued improvements in the SHEQ environment within the Company. Management’s decision to appoint a seasoned operational managing director as SHEQ Director, bringing a wealth of practical SHEQ expertise to the position was welcomed by the Committee, and has proved instrumental in improving overall SHEQ performance. The work undertaken on safety, health and environmental performance, as well as the Renewi Safety Strategy, the International Sustainability Rating System (ISRS) implementation, traffic safety and environmental initiatives, are discussed in the paragraphs below. The Committee has continued to work closely with the Board in driving a strong safety culture within the Group, providing regular updates on performance and initiatives. In FY24 the remit of the internal audit function was expanded to include monitoring compliance with SHEQ policies, management systems and programmes. The Committee has and will continue to liaise closely with the Audit Committee to oversee this area of activity. Renewi plc Board SHE committee Safety and Compliance Taskforce Executive committee SHEQ leads SHE corporate governance framework Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 117 The Committee has also been instrumental in the work of the Remuneration Committee with respect to determining appropriate safety targets for the Group’s incentives programmes. Safety, health and environment performance During the year, the Committee monitored performance in mitigating safety, health and environmental risks, and reviewed the root cause of significant events. The table on the right details the Group’s performance against some of the key SHEQ metrics. On a year on year comparative basis, I am pleased to report a 26% improvement in lost time injuries and a 28% improvement in lost time injury frequency rate. Restricted work cases, total recordable incidents and the total recordable incident rate improved by 2%, 17% and 19% respectively. Numbers of medical treatment cases increased by 13% in comparison to the prior year. While the Committee is encouraged by this improved performance in most areas, we remain committed to ensuring management achieves continuous improvement in SHEQ performance across all areas. In addition to the initiatives detailed below, the Committee, in conjunction with the Remuneration Committee, has determined an annual-bonus linked stretching new target of 50% reduction in LTIF over the three years to FY27. Safety strategy In FY24, the Committee considered and approved the Renewi Safety Strategy, which has an overall objective of zero accidents. The strategy is designed to promote cultural change in risk awareness and safety leadership, supported by investment in facilities, vehicles, tools and equipment, and underpinned by robust management systems and clear standards, in compliance with the ISRS framework. The Committee will continue to oversee progress in this area to ensure the Group continues to drive a culture of safety awareness and compliance throughout the business. Roll out of ISRS The Committee monitored the implementation of ISRS within the business against the plan agreed and reported upon in FY23. The objective of ISRS implementation is to establish a system for improving SHEQ and operational performance. The programme has resulted in significant improvements in key element standards of Leadership, Risk Evaluation, Compliance, Risk Control, Asset Integrity and Risk Monitoring across all business divisions. The Committee will continue to monitor the effectiveness of the implementation of the ISRS programme under which the majority of ISRS key elements identified for the business were completed in FY24, with the remainder scheduled for completion in FY25. Site traffic safety The Committee is dedicated to ensuring that all Renewi sites are safe for vehicle operators and pedestrians. In June 2023, traffic safety standards applicable to all sites were agreed, which aim to ensure optimal site arrangements for the physical separation of vehicle and pedestrian traffic. These standards are being rolled out across all Renewi sites and, once fully implemented, will significantly improve safety for our employees, customers and other site users. The Committee will continue to support management’s efforts to ensure standards are adhered to throughout the Group, and will maintain oversight of site development where implementation has required further investment and redesign. Environmental permits compliance The Committee monitored the Group’s progress against our environmental permits compliance and non-conformities (ENC) targets during the year. Enhanced ISRS aligned reporting systems introduced in FY23 have assisted oversight in this area, which in addition to an increased focus on mitigating risk, resulted in an improved performance over FY24. In FY25 the Committee will continue to monitor ENC performance as a priority area for the business. Committee evaluation I am pleased to report that the Committee continues to operate effectively. In view of the constant development and improvement of regulation within the SHEQ field, and the consequent impact on the Group and the workload of the Committee, the evaluation indicated that the Committee should continue to work to ensure that its time and priorities are managed efficiently. Going forwards Throughout FY25, the Committee will continue to oversee the delivery of SHEQ objectives within the business. Key oversight focus areas will include the continued promotion of a robust SHEQ culture across the Group, an increased focus on risk awareness, and the implementation and effectiveness of the ISRS programme. Luc Sterckx Chair of the SHE Committee Type of incident FY24 FY23 1 % change Medical treatment cases 102 90 +13% Restricted work cases 2 57 58 -2% Lost time injuries 99 134 -26% Fatalities 0 1 -100% Total recordable incidents 258 311 -17% Lost time injury rate (LTIF) 3 6.8 9.4 -28% Total recordable incident rate (TRIR) 4 17.7 21.9 -19% 1. Restatement of FY23 metrics resulting from the limited assurance exercise. 2. Restricted work cases is number of cases where a workplace accident results in an injury which prevents the injured person from performing the full range of normally assigned duties, but they are able to perform other duties at work. 3. Lost time injury frequency Rate (LTIF) is the number of lost time injuries occurring per 1 million man hours worked (excluding contractors). 4. Total recordable incident rate (TRIR) is the total recordable incidents per 1 million man hours worked. Committees continued 118 Renewi plc Annual Report and Accounts 2024 Audit Committee Report On behalf of the Board, I am pleased to present the Audit Committee Report for the year ended 31 March 2024. Committee membership and FY24 Committee meeting attendance Katleen Vandeweyer (Chair) 5 (5) Neil Hartley 5 (5) Luc Sterckx 5 (5) Jolande Sap 5 (5) Bracketed figures indicate maximum potential attendance of each Director. Role of the Committee The primary objective of the Audit Committee is to assist the Board in fulfilling its corporate governance responsibilities relating to the Group’s corporate reporting, risk management systems, internal controls and any other matters referred to it by the Board. This covers: • monitoring the integrity of the financial statements including annual and half-yearly reports • reviewing and challenging the consistency and appropriateness of and changes to significant accounting policies, the methods used to account for significant or unusual transactions, and appropriate estimates and judgements • keeping under review the adequacy and eﬀectiveness of internal financial  controls and internal control and risk management systems • reviewing the adequacy of procedures for detecting fraud and ensuring that appropriate arrangements are in place to allow for company employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters • monitoring and review of the eﬀectiveness  of the internal audit function in the context of the overall risk management system • the appointment, terms of engagement, eﬀectiveness, objectivity and independence  of the external auditors and the nature and scope of the audit • the development and implementation of policy on the engagement of the external auditor to supply non-audit services • reviewing the methodology and approach for reporting in support of strategy set by the Board in relation to sustainability and climate change. For terms of reference go to renewi.com/audit Katleen Vandeweyer Chair of the Audit Committee The Audit Committee assists the Board in fulfilling its responsibilities relating to the Group’s corporate reporting including sustainability and climate change, risk management and financial controls and the internal and external audit functions. The report is intended to provide shareholders with an insight into key areas considered, together with how the Committee has discharged its responsibilities. This includes details of the significant accounting matters and issues in relation to the Group’s financial statements that the Committee has assessed during the year and how these were addressed, and our process for concluding that this Annual Report is fair, balanced and understandable. The other primary responsibilities of the Committee, including ensuring that the external auditor is independent and effective, confirming that the Group has an effective internal control framework and reviewing the effectiveness of the Group’s internal audit function, are also detailed over the following pages. The Committee met five times during the year. The timing of meetings coincides with key intervals in the Group’s reporting and audit cycle. Regular attendees at Audit Committee meetings include the Chief Financial Officer, the Group Financial Controller, the Group Tax Manager, the Internal Audit Director and the external auditors. Others who attend as required include the IT Director, sustainability leads and other senior personnel and advisers to the Company. The results of the FY24 Committee evaluation indicated the Committee continues to operate effectively, with all oversight areas appropriately addressed. Priorities for the coming year will include optimising the Committee’s effectiveness and managing its increasing remit. At the conclusion of the year, the Committee amended its terms of reference to formally adopt the FRC’s ‘minimum standard for audit committees’, which listed companies are encouraged to adopt on a voluntary basis. The Committee looks forward to reporting on its performance in line with the recommendations in the coming year. Katleen Vandeweyer Chair of the Audit Committee Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 119 Committee activities during FY24 At its meeting in May 2023, the Committee considered corporate governance compliance, taxation and the final review of the FY23 Annual Report and Accounts. A meeting in July 2023 considered a full debrief and evaluation of the FY23 audit together with improvements for FY24. A meeting in September 2023 considered the evolving ESG regulatory landscape, the Group’s preparedness for FY24 limited assurance and moving towards compliance with new regulations regarding the Corporate Sustainability Reporting Directive as well as further requirements coming into effect at the end of FY25. The October 2023 meeting was concerned primarily with the interim results, the external auditor’s plan and strategy for the FY24 year-end, Group risk management and internal control compliance, and internal audit performance. The February 2024 meeting considered the preparation of the FY24 financial statements and all other year-end accounting matters and treatments, an update of the external auditor’s plan for FY24, the annual review of the non-trading and exceptional items policy, year-end risk management planning and the internal audit plan for the new financial year. Financial statements and significant accounting matters During the year, and before the publication of the Group’s results for the half year and full year, the Committee assessed whether suitable accounting policies had been adopted, that management had made appropriate estimates and judgements, and that disclosures were appropriate. The Committee reviewed the main issues as noted below, challenging management at various stages during the year. After reviewing the reports from management, challenging the key judgements and estimates and assessing the risks identified, the Committee was satisfied that the financial statements addressed these areas, both in respect of the amounts reported and the disclosures made. The Committee also reviewed the significant assumptions used to determine the value of assets and liabilities and provided appropriate challenge to ensure these were sufficiently robust. The Committee discussed these issues with the external auditors during the audit planning process and at the finalisation of the year-end audit. The table as presented below is not a complete list of all the Group’s accounting issues, judgements, estimates and policies but highlights the most significant ones in the period. The accounting treatment of all significant issues and judgements was subject to audit by the external auditor as set out in its Independent Auditor’s Report. Issue Review Disposal of subsidiaries and consideration of asset held for sale classification As announced to the market in September 2023, the Group has commenced a strategic review of the UK Municipal activity with the intention to dispose of these interests with an outcome targeted for the first half of 2024. Given the announcements made and Board discussions it is necessary to consider whether the Asset Held for Sale criteria of IFRS 5 were met. The Committee reviewed management’s papers addressing the assessment of the key questions set out in the accounting standard and confirmation that the criteria for classification of asset held for sale had been met and that the UK Municipal business qualifies as a discontinued operation. Disclosure as a critical accounting judgement has been documented in section 1 of the financial statements were all additional disclosures and re-presentation of prior year the financial statements have been reviewed. Presentation of underlying performance and other alternative performance measures Management continues to consider the latest FRC guidelines on alternative performance measures to ensure that the Annual Report and Accounts have been prepared in line with best practice. The Group’s performance measures continue to include some metrics which are not defined or specified under IFRS reporting. The Group discloses non-trading and exceptional items separately due to their size or incidence to enable a better understanding of performance. Following a recent 2024 thematic review issued by the Dutch regulator, management undertook a detailed review of alternative performance metrics used. Based on a review of the supporting papers from management, the Committee considered that all alternative performance measures were appropriate and all items disclosed as non-trading and exceptional were appropriately classified and in line with the non-trading and exceptional items policy, which is reviewed annually by the Committee. The Committee also considered disclosure of the Group’s alternative performance measures and noted that these are set out in detail in note 8.3 in the financial statements together with reconciliations of adjusted performance measures to statutory results. In addition to the above, the Committee also considered other one-off items included in underlying performance as they do not fit the definition of non-trading and exceptional policy. The Committee concluded these were treated correctly. Committees continued 120 Renewi plc Annual Report and Accounts 2024 Issue Review Impairment considerations The Group has a significant value of goodwill and other intangible assets. As part of the normal impairment testing the Group has sufficient headroom on the carrying values of its goodwill and therefore did not recognise any impairments. Impairment testing is inherently subjective as it includes assumptions in calculating the recoverable amount of the cash generating unit being tested. Cash flow projections include discount rates that reflect the appropriate risk, long-term growth rates and future profitability. The annual impairment review is submitted to the February meeting with a further update to the May meeting once final March information is available. The Committee has reviewed the papers prepared by management which also include downside modelling and sensitivity analysis and concluded that there is sufficient headroom across all cash-generating units. The goodwill note in the financial statements includes the key assumptions used in the value in use calculations and references sensitivity to changes in assumptions. As part of the review the carrying value of investments in the Company balance sheet is also considered. Landfill related provisions Landfill provisions, due to their nature, are judgemental as they are subject to a number of factors including changes in legislation and uncertainty over timing of payments. The annual review of provisions in discussions with management considered the assumptions used including discount rates and the period of liability and confirmed they are reasonable and appropriate. As in 2022, external advice was obtained regarding the discount rate used for the final March 2023 values. The disclosures in note 4.10 of the financial statements remain consistent with the enhancements added in 2022 and the Committee has concluded that the disclosures are appropriate. Accounting for various tax-related matters The most significant judgements for tax relate to deferred tax asset recognition and uncertain tax positions. During the year, the Committee received verbal and written reports from senior management on all tax-related matters. The Committee has reviewed the Group’s considerations on future profitability to evaluate the judgement that it is appropriate to reflect deferred tax assets with regard to the UK and Dutch businesses and considered the disclosures given in the financial statements. There has been no resolution with regard to the transfer pricing enquiry from the Dutch tax authority and this will now be subject to a mutual agreement procedure between the Dutch and UK tax authorities. As such this matter remains as a key uncertain tax position. The Committee has reviewed management’s papers of the provision reflected in the financial statements and the additional disclosure setting out the maximum exposure. Onerous contracts in UK Municipal These provisions are judgemental and based on management’s best estimates, including long-term forecasts along with a number of assumptions given the long-term nature of the contracts. Given the significant provisions reflected in earlier years, reviews of expected future cash flows and assumptions on a contract-by-contract basis are discussed with management with appropriate challenge as part of the interim and year-end procedures. Following these discussions, the Committee concluded that the total level of provisions and the associated disclosures included in the financial statements were appropriate at 31 March 2024. Following the determination of the UK Municipal business as asset held for sale these provisions are now shown as part of liabilities of the disposal group in note 6.4 of the financial statements. Defined benefit pension schemes The Group has defined benefit pension schemes in the UK and overseas where judgement in applying appropriate assumptions is required. As in prior periods, suitably qualified external advisers are used to determine the IAS 19 valuations at the year end. The Committee has reviewed management’s papers of the values reflected in the financial statements. The pensions note in the financial statements includes the key assumptions used in the valuations and references sensitivity to changes in assumptions. Going concern and viability The Committee is required to make an assessment of the going concern assumptions for the Group and the basis of the Viability Statement before making a recommendation to the Board. A comprehensive going concern assessment has been presented to the Committee which included a review of medium-term cash flow modelling over a 24-month period to 31 March 2026. As well as a base case scenario setting out current expectations of future trading, a downside scenario has been prepared. The key judgement in both scenarios is the possibility of weaker macroeconomic conditions, delivery of the year on year profit enhancements together with the Group’s ability to finance the funding of the UK Municipal exit expected in September 2024 and settle all other funding repayments as they fall due. The Committee reviewed the detailed paper and cash flow analysis and challenged management on the assumptions and judgements of the continued cash generation of the Group and the compliance with covenants across both the base and downside scenarios. After careful consideration of all the key judgements around the financial projections, including the availability of financing and the achievability of mitigating actions included and other levers not included, the Committee has confirmed to the Board that sufficient headroom exists and that the adoption of the going concern principle remains appropriate. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 121 Chair also maintains regular contact with the audit partner throughout the year. To ensure the effectiveness of the external audit process, BDO LLP conducts an audit risk identification process at the start of the audit cycle. This plan is presented to the Audit Committee for its review and approval. For the FY24 audit, the key audit matters and significant risks identified included revenue recognition, landfill provisions, disposal of subsidiaries, onerous contract provisions, assets and liabilities in defined benefit pension schemes and management override including presentation of non-trading and exceptional items. Other areas of elevated focus for this year included litigation and claim provisions, impairment of tangible and intangible assets and areas of taxation including deferred tax recognition and uncertain tax positions. The Committee reviews the performance and effectiveness of the external auditors in performing the audit by carrying out an assessment across several stakeholders that evaluates various aspects of the process. Considering feedback from the business and the Committee’s own experiences of working with BDO LLP during the year, the Committee is satisfied that the external auditors are providing an effective audit. For the Committee and the Board, the objectivity of the Group’s external auditors is key. The Committee reviews the independence of the auditors on an annual basis. BDO LLP’s rotation rules require the lead audit partner and key partners involved in the audit to rotate every five years. BDO LLP is required to confirm to the Committee that it has the appropriate independence and no matters of concern were identified by the Committee. The Committee’s responsibility to monitor and review the objectivity and independence of the external auditor is supported by a non-audit services policy. Specified services may be provided by the external auditor subject to a competitive bid process, other than in situations where it is determined by the Committee that the work is closely related to the audit or when a significant benefit can be obtained from work previously conducted by the external auditor. The approval process of any new engagement remains in place, with the CFO able to approve any new engagement up to the value of €25,000, with anything in excess of that limit requiring Committee approval. During the year €0.4m of non-audit fees were provided by BDO (2023: €0.3m). The total audit fees, as disclosed in note 3.2 of the financial statements, amounted to €2.4m (2023: €2.1m). The Committee also considered a paper and outputs from the financial modelling prepared by management in respect of the longer-term Viability Statement to be included in the Annual Report and Accounts. The Committee discussed with management the risks, sensitivities and mitigations for the modelled scenarios. The period to be used for the viability modelling was discussed and it was concluded that a five-year period was appropriate based on the Group’s five-year strategic planning process. The Committee concluded that the longer-term Viability Statement was appropriate and approved it for recommendation to the Board. Fair, balanced and understandable As part of its review of the FY24 Annual Report and Accounts, the Committee considered whether the report, taken as a whole, was fair, balanced and understandable and that it provided the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. To assist with this assessment, the Committee reviewed an assessment completed by management to illustrate the fair, balanced and understandable aspects of the Annual Report and Accounts and a summary of the review and approval processes involved. Following consideration of these items at the 28 May 2024 meeting and its consideration of all developments in the year, the Committee was satisfied that the key events and issues, both positive and negative, were adequately reflected and referenced in the Annual Report and Accounts. External auditors Following the competitive tender carried out in 2019 and the shareholder approval at the 2020 AGM, BDO LLP was appointed as the Company’s statutory external auditor for the year ended 31 March 2021 and re-appointed each year thereafter. Mark Cardiff is the incumbent audit partner, and will have been in post for four years at the conclusion of the FY24 audit. The Committee holds private meetings with the auditors in the absence of management and the Audit Committee Committees continued 122 Renewi plc Annual Report and Accounts 2024 At the October 2023 meeting, the Committee discussed the provision of non-audit fees of €800 from a separate BDO firm which had not received all pre-approvals in line with the non-audit services policy. The Committee acknowledged this breach against the Ethical Standard and confirmed that it did not threaten the independence of BDO LLP. The Committee noted that a similar de minimis matter arose in FY23 and as a result there has been refreshed communication of the pre-approval requirements across the businesses to prevent a re-occurrence. During the year, tax and other professional services have also been provided to the Group by the audit firms Deloitte, PwC, EY and KPMG. Internal audit Internal audit is an independent and objective function, which aims to improve Renewi’s overall control framework and evaluate and improve the design and effectiveness of control processes. Reviews of financial processes and cycles are carried out and investigation activities are performed on control failures to identify root causes and provide recommendations for resolution and prevention. The Committee monitors and reviews the effectiveness of its work and approves its annual plan. The internal audit programme in FY24 comprised a schedule of internal audits for sites and specific themes across all divisions and central functions, including SHEQ and business operations. The detailed findings from all reviews are presented to and considered by the Committee. Any necessary actions and improvements are acted upon by local divisional teams with further internal auditing as required and regular follow-up at monthly business review meetings. Consistent with previous years, limited audit services from suitably qualified external providers were also engaged during the year. In respect of the internal audit function’s monitoring compliance with SHEQ policies, management systems and programmes, reporting efficiency is achieved through the Committee retaining oversight while liaising closely with the SHE Committee to ensure that material matters are swiftly remediated. There has been further enhancement of the key control framework during the year with compliance reporting consistently above 95%. The Committee is updated on the implementation of agreed management actions and overall control environment progress at each meeting. Accountability and audit The responsibilities of the Directors and the auditors regarding the financial statements are set out on page 151. Risk management The Group risk management framework, major risks and the steps taken to manage these risks are outlined on pages 66 to 89. Internal control responsibility The system of internal control is based on a continuous process of identifying, evaluating and managing risks, including the risk management processes outlined on pages 66 to 89. The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The Board recognises that internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can therefore only provide reasonable and not absolute assurance against material misstatements, losses and the breach of laws and regulations. Effectiveness of the risk management and internal control systems In addition to the Board’s ongoing internal control monitoring process, it has also conducted an annual effectiveness review of the Group’s risk management and internal control systems in compliance with Provision 29 of the UK Corporate Governance Code. This covered risk management systems and all significant material controls including financial, operational and compliance controls. Specifically, the Board’s review included consideration of changes in the risk universe and the Group’s ability to respond to these through its review of business risk register controls and improvement action plans. The Committee also reviewed the six-monthly certification by divisional management to ensure that appropriate internal controls are in place as well as reports by internal audit and external auditors. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 123 The main elements of the internal control and risk management frameworks, which contribute towards continuous monitoring, are as follows: • A defined schedule of matters for decision by the Board • Group manuals and guidance setting out financial and accounting policies, minimum internal financial control standards and the delegation of authority over items such as capital expenditure, pricing strategy and contract authorisation • A comprehensive planning and budgeting exercise • Performance is measured monthly against the plan, prior year and latest forecast results with explanations sought for significant variances. Key performance indicators are also used to provide early warning of potential additional risk factors • Monthly meetings with the divisional management teams to discuss performance and plans • Appointment and retention of appropriately experienced and qualified staff to help achieve business objectives • An annual risk-based internal audit plan approved by the Committee. Summaries of audit findings and the status of action plans to remedy any significant failings are regularly discussed at Group Board and Committee meetings • A monthly key control framework operates in all divisions and functions with a summary of compliance reported to the Group Board • A range of quality assurance, safety and environmental management systems are in use across the Group. Where appropriate, these are independently certified to internationally recognised standards and subject to regular independent auditing • The Committee promptly reviews any fraudulent activity or whistle-blowing reports and takes appropriate action • Where weaknesses in the internal control system have been identified through the monitoring processes outlined above, action plans to strengthen them are put in place and regularly monitored until complete. The Board confirms that no material weaknesses were identified during the year and therefore no remedial action is required in relation to them Financial reporting In addition to the general risk management and internal control processes described above, the Group has implemented internal controls specific to the financial reporting process and the preparation of the annual consolidated financial statements. The main control aspects are as follows: • Formal written financial policies and procedures applicable to all business units • A detailed reporting calendar including the submission of detailed monthly accounts for each business unit, in addition to the year-end and interim reporting process • Detailed management review to Board level of both monthly management accounts and year-end and interim accounts • Consideration by the Board of whether the Annual Report is fair, balanced and understandable • Biannual certification by Divisional Managing and Finance Directors and Executive Directors on compliance with appropriate policies and accuracy of financial information • The Committee receives regular reports from the Group Tax Manager on the Group’s tax policy, tax management and compliance Anti-corruption and anti-bribery The Renewi Code of Conduct and Reporting and Investigation Protocol have operated throughout the year and integrity reporting is a standing item at all Committee meetings. Committees continued 124 Renewi plc Annual Report and Accounts 2024 Nomination Committee Report On behalf of the Board, I am pleased to present the Nomination Committee Report for the year ended 31 March 2024. Committee membership and FY24 Committee meeting attendance Ben Verwaayen (Chair) 3 (3) Allard Castelein 3 (3) Jolande Sap 3 (3) Luc Sterckx 3 (3) Neil Hartley 3 (3) Katleen Vandeweyer 3 (3) Bracketed figures indicate maximum potential attendance of each Director. Role of the Committee • Review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes • Give full consideration to succession planning for Directors and other senior executives and, in particular, for the key roles of Chairman and Chief Executive Officer • Keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace • Identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise • Recommend the election and re-election by shareholders of Directors under the annual re-election provisions, having due regard to their performance and contribution in light of the knowledge, skills and experience required and the need for progressive refreshing of the Board • Review the results of the annual Board performance evaluation process For terms of reference go to renewi.com/nomco Ben Verwaayen Chair of the Nomination Committee The Nomination Committee leads the process for Board appointments, ensuring plans are in place for orderly succession to both the Board and senior management positions, and oversees the development of a diverse pipeline for succession. The majority of the Committee members are independent Non-Executive Directors. As Chairman of the Board, I do not chair the Committee when it is dealing with matters relating to my own succession planning. Succession planning Appointments to the Board are subject to a formal, rigorous and transparent procedure. Each year, the Committee reviews the composition of the Board and its Committees and considers whether the balance of independent Directors and the skills, experience and knowledge present on the Board is appropriate to ensure the long-term success of the Company. Annual succession planning also considers the length of service on the Board of the Chairman and Non-Executive Directors, as well as other factors that might impair Directors’ independence, to ensure membership is regularly refreshed. The Nomination Committee considered succession planning for FY24, testing these elements to determine whether the Board composition required amendment. With respect to length of service, I was independent on appointment as Chairman, and I and the other Non-Executive Directors have each served terms of less than nine years. During the year, the Committee concluded that the Board retained the right membership balance to provide effective leadership and that no changes to composition were currently required. As part of annual succession planning the Committee considers the composition and pipeline for executive management roles and the Executive Committee (from FY25 the Executive Leadership Team). In FY24, the Committee noted that the Executive leadership composition had been strengthened with new roles recruited externally and from internal promotion, reflecting the high-quality talent pool within the Company. Appointment process Where the Committee’s succession planning process identifies the requirement for a new Director – whether to replace a retiring Director or bring in new skills, experience and knowledge to support the Group’s development and growth ambitions – the Committee carefully considers the competencies and attributes of the individual required. The Committee recognises the need for and benefits available from ensuring diversity on the Board in all its forms, including, but not limited to, gender, social and ethnic backgrounds, as well as cognitive and personal strengths. These elements are considered when the Committee draws up a role profile. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 125 The Committee will typically employ an external search consultancy to assist with the process of identifying suitable candidates. Where search consultancies are engaged, they are selected on the basis of their independence from the Company and individual Directors, and a statement detailing any such connection is published in the Annual Report. Consultancies are tasked with creating a list of candidates for review by the Committee, with due regard for the need for diversity on the Board. Following a review of profiles, the Committee will short list a number of candidates for interviews with the Chairman, Senior Independent Director, executive management and other Board members as appropriate. A preferred candidate will then be identified by the Committee which then makes a recommendation for appointment to the Board. Diversity Renewi is committed to promoting diversity and inclusion, in all its forms, within its workforce. The Committee notes the work of the Diversity and Inclusion Board, which is chaired by the Chief Financial Officer and comprises a diverse group of Renewi colleagues who meet regularly to discuss D&I initiatives and plans and monitor Renewi’s progress against targets and objectives. To promote diversity on the Board and within the Group, the Committee reviewed the Board’s policy on diversity and inclusion, which was recommended to the Board and approved during the year. The Board Diversity Policy sets out its approach to achieving diversity in its composition and is consistent with the values we hold throughout the Group. You can read the Renewi plc Board Diversity Policy at renewi.com. In 2023, the Committee evaluated the composition of the Board regarding gender and ethnic diversity. As of 31 March 2024, the Board is 37.5% female, which is close to the 40% target in the UK Listing Rules. The role of Chief Financial Officer, one of the four senior Board positions, is held by a woman. The Board acknowledges that none of its Directors identify as ethnic minority and during the year the Committee spent considerable time debating whether a change in composition was merited at this point. It concluded that the balance of skills, experience and knowledge present on the Board was appropriate at the current time and that there was no clear gap in capability that warranted the appointment of an additional Director. It was agreed that when a Board vacancy arose, or a requirement for a Director with a new complementary skill set was identified, the need for ethnic diversity on the Board, alongside all other considerations for diversity, would be an important consideration when identifying a suitable candidate. The Board’s composition will remain under review in the interests of meeting the prescribed target by the end of 2024 or as soon as practicable thereafter. The FCA Listing Rules prescribed tables for reporting on gender identity or sex and ethnic background can be found on page 102. Gender diversity in accordance with the UK Corporate Governance Code is detailed below. Board gender balance Senior management gender balance Senior management’s direct reports gender balance Male 62.5% 37.5% Female Male Female 70% 30% Male Female 72% 28% Committees continued * Data as at 31 March 2024. The definition of ‘senior management’ for this purpose is the Executive Committee 126 Renewi plc Annual Report and Accounts 2024 Board tenure Male Female Total 1-3 years 1 1 2 3-6 years 2 1 3 6-9 years 1 – 1 Background/experience of Non-Executive Directors Male Female Total Energy/chemicals 1 – 1 Politics/socioeconomics – 1 1 Telecoms/digital 1 1 2 Transport 1 – 1 Private equity/investment 1 – 1 Nationality Number Board member Dutch 5 Ben Verwaayen, Allard Castelein, Jolande Sap, Otto de Bont, Annemieke den Otter Belgian 2 Luc Sterckx, Katleen Vandeweyer British 1 Neil Hartley Board evaluation The FY23 review of Board and Committee effectiveness as reported last year was undertaken with the use of an externally facilitated, structured questionnaire organised by the Company Secretary. Key findings from the FY23 review and subsequent actions are detailed below. Finding Action Development of the Renewi culture and way of working centred around safety, health and environmental performance • The Board oversaw development of the Group’s safety culture, which was closely monitored by the SHE Committee. See pages 110 to 111 and 117 to 118 for further information Wider active engagement with all stakeholders to focus the Board agenda and support the drive for a circular economy • The Board undertook a range of engagement actions during the year, as described in the Stakeholder engagement section on page 112 • The Board discussed the circular economy with a representative of the EU Broadening of Renewi’s influence to contribute to European and UK sustainability and climate change policy • The Board oversaw the hire of a Chief Strategy Officer to facilitate increased engagement at European Union level see page 96 FY24 Board evaluation The Committee determined that the FY24 evaluation would again be facilitated by Gould Consulting, a specialist in the field with whom the Board and the Group have no other relationship. Gould Consulting is fully compliant with the Chartered Governance Institute’s Code of Practice for Independent Board Reviewers, and their methodology and approaches are in full compliance with the FRC’s UK Corporate Governance Code. The FY24 evaluation consisted of a structured survey to provide an analysis of the Directors and the Company Secretary, providing a comprehensive review of performance over the year, and in comparison to FY23. Gould Consulting reported back to the Board that the Board’s performance, in most areas, was operating at a good standard, their report highlighting a few areas only that they felt warranted more attention. Having considered the results and themes that emerged from the evaluation, the Board agreed specific FY25 action plans across three main areas: • Exploring opportunities presented by a simplified, more efficient Renewi • Deeper evaluation of emerging risks and opportunities within the circular economy • Continued focus on the development of Renewi’s culture and HSE performance In respect of individual Director performance, the Chairman provided feedback to Directors on an individual basis, and the Senior Independent Director sought feedback on the Chairman’s performance. On review of the results of the evaluation, the Board determined that it continued to operate effectively during the year and that each Director had continued to demonstrate commitment to their role and performed capably. The Committee evaluation results are detailed in the relevant sections of the Governance Report. Nomination Committee evaluation The evaluation of the Nomination Committee showed that the Committee remained effective, and that improvements in the structure of annual work for Committee enacted during the year would assist the Committee going forwards. Looking forward to FY25, the Committee will continue to focus on succession planning and oversight of the Group’s policies and initiatives on diversity and inclusion. Ben Verwaayen Chairman Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 127 Directors’ Remuneration Report Directors’ Remuneration Report On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 March 2024. Committee membership and FY24 Committee meeting attendance Neil Hartley (Chair) 4 (4) Allard Castelein 4 (4) Luc Sterckx 4 (4) Bracketed figures indicate maximum potential attendance of each Director. Role of the Committee • Determines the Group’s policy on remuneration and monitors its implementation • Reviews and sets performance targets for incentive plans • Sets the remuneration of the Group’s senior management • Approves the specific remuneration package for the Chairman, each of the Executive Directors and below-Board members of the Executive team • Determines the terms on which LTIP, Deferred Annual Bonus and Sharesave awards are made to employees • Determines the policy for and scope of pension arrangements for the Executive Directors and below-Board members of the Executive team For terms of reference go to renewi.com/remco Neil Hartley Chair of the Remuneration Committee This report, prepared by the Remuneration Committee on behalf of the Board, takes full account of the UK Corporate Governance Code and the latest Investment Association (IA) Principles of Remuneration and Institutional Shareholder Services (ISS) UK and Ireland Proxy Voting Guidelines. It has been prepared in accordance with the provisions of the Companies Act 2006 (the Act), the Listing Rules of the Financial Conduct Authority and the Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Companies (Miscellaneous Reporting) Regulations 2018 and the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019. The Act requires the auditor to report to the Group’s shareholders on the audited information within this report and to state whether in their opinion those parts of the report have been prepared in accordance with the Act. The auditor’s opinion in this regard is set out on page 154 and those aspects of the report that have been subject to audit are clearly marked. 128 Renewi plc Annual Report and Accounts 2024 Summary The key elements of the Directors’ Remuneration Report are outlined below. • Annual Statement. Summarises performance and reward in the year ended 31 March 2024 and how the Remuneration Policy will be operated for the year ending 31 March 2025 • Remuneration Policy. Sets out a summary of the Remuneration Policy which was approved by our shareholders at the 2023 AGM • Annual Report on Remuneration. Details how the Remuneration Policy was implemented during the year ended 31 March 2024 and how the Committee intends the Policy to apply for the year ending 31 March 2025 Work of the Committee during FY24 The Committee met four times during FY24 and details of members’ attendance at meetings are shown above. The main Committee activities during the year (full details of which are set out in the relevant sections of this report) included: • agreeing the performance against the targets and payout for the FY23 annual bonus awards • setting the performance targets for the FY24 annual bonus • agreeing the vesting levels for the 2020 LTIP awards which vested in 2023 • agreeing the award levels and performance targets for the 2023 LTIP awards • agreeing Executive Director base salary increases and the Chairman’s fee from 1 April 2024 • considering regulatory/disclosure developments and shareholder views during FY24 • ensuring ongoing alignment on ESG targets In addition, the Committee has considered how the Remuneration Policy and practices are consistent with the six factors set out in Provision 40 of the 2018 UK Corporate Governance Code: • Clarity. Our policy is well understood by our senior team and employees more generally and has been clearly articulated • Simplicity. The Committee is mindful of the need to avoid overly complex remuneration structures which can be misunderstood and deliver unintended outcomes. As such, our executive remuneration policies and practices are as simple to communicate and operate as possible, while ensuring that they are aligned to our strategy • Risk. Our Remuneration Policy is based on: (i) a combination of both short- and long-term incentive plans based on financial, non-financial and share price-linked targets; (ii) a combination of cash and equity (in terms of both deferred bonus and LTIP awards); and (iii) a number of shareholder protections (i.e. bonus deferral, shareholding guidelines, malus/clawback provisions), which have been designed to mitigate the impact of inappropriate risk-taking • Predictability. Our incentive plans are subject to individual caps, with our share plans also subject to market standard dilution limits. The scenario charts in the Remuneration Policy illustrate how the rewards potentially receivable by our Executive Directors vary based on performance and share price growth • Proportionality. There is a clear link between individual awards, delivery of strategy and our long-term performance. In addition, the structure of our short- and long-term incentives, together with the structure of the Executive Directors’ service contracts, ensures that poor performance is not rewarded • Alignment to culture. Renewi’s focus on making valuable products from waste, meeting the growing need to deal with waste sustainably and cost-effectively, is fully supported through the metrics in both the annual bonus and long-term incentive which measure how we perform against main KPIs that underpin the delivery of our strategy Committee evaluation The Committee continued to operate effectively during the year, with appropriate time taken in meetings to consider whether existing remuneration arrangements are fair, proportionate and aligned both to long-term business goals and external stakeholder considerations. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 129 On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for the year ended 31 March 2024. I have summarised below the key decisions the Committee has taken during the year and explained the context in which they were made. FY24 performance, decisions and reward outcomes FY24 annual bonus Profit targets were not met, although net debt/leverage targets were partially met, contributing to the financial target element of the bonus measures. The ESG (safety) target was met, and personal targets were also met. This resulted in bonus awards of 84% of the base salaries of the Chief Executive Officer and Chief Financial Officer respectively. These represented 56% of the maximum bonus potential for the Chief Executive Officer and Chief Financial Officer respectively. Further details are set out on pages 140 to 141. 2021 LTIP vesting in 2024 The Long-Term Incentive Plan (LTIP) granted in 2021 was designed to incentivise and reward the achievement of Earnings Per Share (EPS) growth, Total Shareholder Return (TSR), the recycling rate based on the Company’s sustainability plan (recycling rate) and, for Executive Directors only, Return on Capital Employed (ROCE) over the three-year performance period to 31 March 2024. The TSR target was met and the EPS growth and ROCE targets were partially met. The recycling target was not met. This resulted in 52.75% of the overall award vesting for Executive Directors. Further details are set out on page 142. Use of Remuneration Committee discretion The Committee did not exercise discretion on Director remuneration during the year. Implementing the Policy for FY24 • On 1 April 2024, the Chief Executive Officer’s and the Chief Financial Officer’s base salaries were increased by 5% in line with the wider workforce rate of increase • The Executive Directors continue to receive a cash supplement in lieu of pension of 12.5% of salary (in line with the local workforce) • The annual bonus will continue to have a maximum opportunity of 150% of base salary for both the Chief Executive Officer and Chief Financial Officer. Performance metrics will continue to have a majority financial weighting and will be disclosed retrospectively following the end of the financial year • LTIP grants for Executive Directors will continue to be set at levels no greater than the equivalent value of 150% and 120% of the base salaries of the Chief Executive Officer and Chief Financial Officer respectively. Performance metrics will continue to be based on EPS, ROCE, relative TSR and a key sustainability measure • Non-Executive Director base fees were increased by 4%. There was no increase to the Chairman’s fee Looking forward At the 2023 AGM, the Annual Statement and Annual Report on Remuneration received the support of 97.21% of votes cast, and the Directors’ Remuneration Policy 97.59%. The Committee would like to thank shareholders for their continued support and asks that they similarly support the 2024 Directors’ Remuneration Report Resolution. Neil Hartley Chair of the Remuneration Committee 30 May 2024 Directors’ Remuneration Report continued Annual Statement 130 Renewi plc Annual Report and Accounts 2024 Directors’ Remuneration Policy The principal objective of the Remuneration Committee is to design and implement a Remuneration Policy that promotes the long-term success of the Company. The Committee seeks to ensure that the senior executives are fairly rewarded in light of the Group’s performance, taking into account all Operation Opportunity Performance metrics BASE SALARY: To pay a competitive basic salary to attract, retain and motivate the talent required to operate and develop the Group’s businesses Base salaries are generally reviewed on an annual basis or following a significant change in responsibilities. Salary levels are reviewed by reference to companies of similar size and complexity within the UK and Continental Europe reflecting Renewi’s growing presence across Europe. The Committee also has regard to individual and Group performance and changes to pay levels across the Group. For Executive Directors, it is anticipated that salary increases will normally be in line with those of salaried employees as a whole. In exceptional circumstances (including, but not limited to, a material increase in job size or complexity or a material market misalignment), the Committee has discretion to make appropriate adjustments to salary levels to ensure they remain market-competitive. None. PENSION: To provide an opportunity for executives to build up a provision for income on retirement Executive Directors may receive a pension contribution or cash allowance in lieu of pension. A maximum employer contribution of 12.5% of basic salary in line with the local workforce rate. The Committee reserves the discretion to review this rate in line with movements to the workforce rate. None. BENEFITS: To provide market-competitive benefits Benefits include life assurance, medical insurance, tax advisory services, income protection and car/travel allowances. Executive Directors are also eligible to participate in Renewi’s Working from Home policy which provides a nominal allowance per day. Executive Directors may also be eligible to any new benefit introduced for the wider employee workforce in their local market. There is no defined maximum. Benefits are set at reasonable levels in order to be market competitive for the relevant local jurisdiction and are dependent on individual circumstances. The Committee retains discretion to approve additional benefits in exceptional circumstances (e.g. relocation or expatriation). None. ALL-EMPLOYEE SHARE SCHEMES: To encourage Group-wide share ownership Executive Directors may participate in all-employee share scheme arrangements on the same terms offered to employees. The maximum opportunity will not exceed the relevant jurisdictional limits, where applicable. None. elements of their remuneration package. A significant proportion of executive remuneration is performance-related, comprising an annual bonus and a Long-Term Incentive Plan. The fixed proportion of remuneration comprises basic salary, benefits and a payment in lieu of pension. Policy scope The Policy applies to the Chairman, Executive Directors and Non-Executive Directors. The Policy was approved at the 2023 AGM and will apply for a maximum of three years until the AGM in 2026. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 131 Directors’ Remuneration Report continued Operation Opportunity Performance metrics ANNUAL BONUS: To motivate senior executives to maximise short-term performance and help drive initiatives that support long-term value creation Performance measures, targets and weightings are set at the start of the year. The maximum bonus is payable only if all performance targets are met in full. 50% of any bonus is awarded in shares, with half vesting immediately and the other half deferred into an award over Renewi plc ordinary shares which vests after three years. Dividend equivalents may accrue over the relevant vesting period of deferred share awards to the extent awards vest. Malus & clawback: The Committee may at its discretion not pay bonuses/ reduce deferred share awards and/or recover bonuses which have been paid or shares which have vested under deferred share awards in the following circumstances: misstatement of the Company’s financial results, an error in calculating the vesting result, misconduct, material corporate failure, material risk management failure, serious reputational damage or material loss caused by the participant’s actions. 150% of salary. Executive Director performance is assessed by the Committee on an annual basis by reference to Group financial performance (e.g., profit or cash flow measures) (majority weighting) and the achievement of personal or strategic objectives (minority weighting). Bonus targets are generally calibrated with reference to the Group’s budget for the year. The Committee has the discretion to adjust the formulaic bonus outcomes both upwards (within the plan limits) and downwards, to ensure that payments are a true reflection of performance over the performance period, e.g. in the event of unforeseen circumstances outside management control. LONG-TERM INCENTIVE PLAN (LTIP): To motivate and retain senior executives and managers to deliver the Group’s strategy and long-term goals and to help align executive and shareholder interests Executive Directors and senior employees may be granted awards annually, as determined by the Committee. The vesting of these awards is subject to the attainment of performance conditions. Awards are in the form of Renewi plc ordinary shares. Dividend equivalents may accrue over the vesting period to the extent that awards vest. Awards made under the LTIP have a performance and vesting period of at least three years. If no entitlement has been earned at the end of the relevant performance period, then the awards will lapse. A two-year post- vesting holding period applies to LTIP awards granted to Executive Directors. Malus & clawback: The Committee may at its discretion decide that LTIP awards are reduced and/or clawback vested LTIP awards in the following circumstances: misstatement of the Company’s financial results, an error in calculating the vesting result, misconduct, material corporate failure, material risk management failure, serious reputational damage or material loss caused by the participant’s actions. 150% of salary. Vesting of LTIP awards will be subject to continued employment and financial, strategic, environmental and/or share price-related performance targets measured over a period of at least three years. In addition to the Group achieving the financial/share price targets, the Committee must satisfy itself that the recorded outcome is a fair reflection of the underlying performance of the Group. Threshold performance will result in vesting of no more than 25% of maximum under each element. The Committee has discretion (within the limits of the scheme) to adjust the formulaic performance outcomes to ensure that payments fairly reflect underlying performance over the period. Adjustments may be upwards (subject to a maximum of 100%) or downwards. 132 Renewi plc Annual Report and Accounts 2024 Operation Opportunity Performance metrics SHAREHOLDING GUIDELINES: To align executive and shareholder interests The Committee recognises the importance of Executive Directors aligning their interests with shareholders through building up significant shareholdings in the Group. Executive Directors are required to retain 100% (net of tax) of any LTIP, annual bonus awarded in shares which vest immediately and deferred bonus shares acquired on vesting (net of tax) until they reach the ownership guideline. In employment: 200% of salary. Post employment: 200% of salary up until the second anniversary of cessation. Own shares purchased, shares acquired through buyout awards and share awards granted prior to the 2020 AGM will be excluded from the post-employment guideline. None. Notes to the policy table Use of discretion The Committee may apply discretion as detailed below. Under each element of remuneration, a full description of how discretion can be applied is set out in line with UK reporting requirements. To ensure fairness and align executive remuneration with individual and underlying Company performance the Committee may adjust up or down (including to zero) the outcome of the annual bonus and LTIP or the performance measures of inflight awards under either plan. Any adjustments in light of ‘non- regular events’ (including, but not limited to, corporate events (including Rights Issues), changes in the Group’s accounting policies, minor or administrative matters, internal promotions, external recruitment and terminations of employment) are expected to be made on a ‘neutral’ basis – i.e., adjustments will be designed so that the event is not expected to be to the benefit or the detriment of participants. Adjustments to incentives to ensure that outcomes reflect underlying performance may be made in exceptional circumstances to help ensure outcomes are fair to shareholders and participants. Performance measurement selection The measures used in the annual bonus are selected annually to reflect the Group’s main business and strategic priorities for the year and capture both financial and non-financial objectives. Group financial performance targets relating to the annual bonus plan are based around the Group’s annual budget, which is reviewed and approved by the Board prior to the start of each financial year. Underlying profit before tax and cash-related targets are typically used as the key financial performance measures in the annual bonus plan because they are clear and well understood measures of Group performance. Performance targets are reviewed annually and set to be stretching and achievable, taking into account the Group’s resources, strategic priorities and the economic environment in which the Group operates. Targets are set taking into account a range of internal and external reference points, including the Group’s strategic plan and broker forecasts for both the Group and sector peers. The Committee believes that the performance targets are stretching, and that to achieve maximum outcomes requires truly outstanding performance. The Committee considers the combination of three-year EPS growth, ROCE improvement, share price growth and ESG (recycling rate) target to be key indicators of long-term success for the Group. These measures are transparent, visible and motivational to participants, balance growth and returns, and provide good line-of-sight for executives and alignment with shareholders. Remuneration policy for our senior leaders The Group’s approach to annual salary reviews is broadly consistent across the Group, with consideration given to the scope of the role, level of experience, responsibility, individual performance and pay levels for comparable roles in comparable companies. The broader Remuneration Policy across the Group is also consistent with that set out in this report for the Executive Directors. For example, remuneration is linked to Group and individual performance in a way that is ultimately aimed at reinforcing the delivery of shareholder value. Senior employees generally participate in an annual bonus scheme with a similar structure to that described for the Executive Directors. Opportunities and specific performance conditions vary by organisational level, with business area specific metrics incorporated where appropriate. Members of the Executive Committee and other senior managers may participate in the LTIP on a similar basis to but at lower levels than Executive Directors. Such awards may be on the same terms as those granted to Executive Directors or they may differ in respect of vesting periods, holding periods and performance targets (i.e., the targets used and/or whether performance targets apply for some or all of the awards). All UK employees are eligible to participate in the Sharesave Scheme on the same terms although other all-employee share arrangements may be introduced if considered appropriate. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 133 Approach to recruitment remuneration External appointments In the cases of hiring or appointing a new Executive Director, the Committee may make use of any of the existing components of remuneration, as described in the Policy Table. The maximum limits for variable pay (excluding buyouts) will be as for existing Executive Directors. In determining the appropriate remuneration for a new Executive Director, the Committee will take into consideration all relevant factors (including the overall quantum and nature of remuneration, and the jurisdiction from which the candidate is being recruited) to ensure that all such arrangements are in the best interests of Renewi and its shareholders. The Committee may also make an award in respect of a new appointment to buy out remuneration arrangements forgone on leaving a previous employer on a comparable basis, in addition to providing the normal remuneration elements. In constructing a buyout, the Committee will consider all relevant factors including time to vesting, any performance conditions attached to awards, and the likelihood of those conditions being met. Any such buyout awards will typically be made under the existing annual bonus and LTIP schemes, although the Committee may exercise the discretion available under the FCA Listing Rule 9.4.2 R to make awards using a different structure. Any buy-out awards would normally have a fair value no higher than that of the awards forgone and would normally be payable no earlier. Internal appointments In cases of appointing a new Executive Director by way of internal promotion, the Committee will determine remuneration in line with the policy for external appointees. Where an individual has contractual commitments made prior to promotion to the Board, the Group will continue to honour these. Incentive opportunities for below Board employees are typically no higher than for Executive Directors, but measures may vary to ensure they are relevant to the role. Non-Executive Director recruitment In recruiting a new Non-Executive Director, the Committee will use the policy as described in the Policy Table. A base fee in line with the prevailing rate for Board membership would be payable, with additional fees payable for acting as Senior Independent Director or Chair of a Committee, as appropriate. Service contracts and exit payment policy Executive Director service contracts, including arrangements for early termination, are carefully considered by the Committee. The Committee has agreed that the policy concerning the notice period for Executive Directors is one year’s written notice from the Group (or less if required by local employment law) and one year’s notice from the individual (or less if required by local employment law). The contracts provide for an obligation to pay salary plus contractual benefits for any portion of the notice period waived by the Group where permitted by local employment law. The Group has the ability to pay such sums in instalments, requiring the Director to mitigate loss (for example, by gaining new employment) over the relevant period. Executive Director Effective date of service contract Notice period (Company) Notice period (individual) Otto de Bont 1 April 2019 12 months 6 months Annemieke den Otter 1 April 2022 12 months 6 months * Both Executive Directors are Dutch residents and Dutch law limits the maximum notice they can be required to provide. If employment is terminated by the Group, the departing Executive Director may have a legal entitlement (under statute or otherwise) to certain payments, which would be met. In addition, the Committee retains discretion to settle any other amounts reasonably due to the Executive Director, for example to meet the legal fees incurred by the Executive Director in connection with the termination of employment, where the Group wishes to enter into a settlement agreement (as provided for below) and the individual must seek independent legal advice. In certain circumstances, the Committee may approve new contractual arrangements with departing Executive Directors including (but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy arrangements. These will be used sparingly and only entered into where the Committee believes that it is in the best interests of the Group and its shareholders to do so. When considering exit payments, the Committee reviews all potential incentive outcomes to ensure they are fair to both shareholders and participants. The table on the following page summarises how the awards under the annual bonus and LTIP are typically treated in different circumstances, with the final treatment remaining subject to the Committee’s discretion. Directors’ Remuneration Report continued 134 Renewi plc Annual Report and Accounts 2024 Pay scenario charts The charts below provide an estimate of the potential future reward opportunities for the Executive Directors, and the potential split between the different elements of remuneration under four different performance scenarios: Minimum, Target, Maximum and Maximum with share price growth. Potential reward opportunities are based on the Remuneration Policy, applied to basic salaries as at 1 April 2024. The projected values exclude the impact of any dividends. Notes • The Minimum scenario shows basic salary, pension and estimated benefits (i.e. fixed remuneration) • These are the only elements of the Executive Directors’ remuneration packages that are not at risk • The Target scenario reflects fixed remuneration as above, plus a target bonus of up to 80% of maximum and threshold LTIP vesting of 25% • The Maximum scenario reflects fixed remuneration plus full payout of all incentives based on the normal bonus maximum and LTIP grant policy • The Maximum with share price growth scenario is as per Maximum but with a 50% share price growth assumption Fixed pay Maximum with share price growth Maximum Annual bonus LTIP Share price growth Target Minimum 500 1,000 1,500 2,000 2,500 3,0000 36% 2,35528% 14% 1,54942% 100% 658 44% 36% 31%24% 31% 15% 2,780 Fixed pay Maximum with share price growth Maximum Annual bonus LTIP Share price growth Target Minimum 500 1,000 1,500 2,000 2,500 3,0000 39% 1,84930% 11% 1,27244% 100% 552 45% 31% 34% 26% 27% 13% 2,137 Chief Executive Officer (€000) Chief Financial Officer (€000) Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 135 Directors’ Remuneration Report continued Treatment of awards on exit Scenario Timing of vesting Treatment of awards Annual Cash Bonus ‘Good leaver’ – i.e., ill-health, disability, death, retirement (with Group consent) or any other reasons the Committee may determine in its absolute discretion. Normal payment date, although the Committee has discretion to accelerate. Cash bonuses will only be paid to the extent that Group and personal objectives set at the beginning of the year have been achieved. Any resulting bonus will generally be pro-rated for time served during the year. Change of control. Immediately. Performance against targets will be assessed at the point of change of control and any resulting bonus will generally be pro-rated for time served. Any other reason. Not applicable. No bonus is paid. Deferred Annual Bonus (DAB) ‘Good leaver’ – i.e., ill-health, disability, death, retirement (with Group consent) or any other reasons the Committee may determine in its absolute discretion. Normal payment date, although the Committee has discretion to accelerate. Any outstanding DAB awards will generally be pro-rated for time served. Change of control. Immediately. Any outstanding DAB awards will generally be pro-rated for time served. In the event of a change of control, awards may alternatively be exchanged for new equivalent awards in the acquirer where appropriate. Any other reason. Not applicable. Awards lapse. Long-Term Incentive Plan (LTIP) ‘Good leaver’ – i.e., ill-health, disability, death, retirement (with Group consent) or any other reasons the Committee may determine in its absolute discretion. Normal vesting date, although the Committee has discretion to accelerate. Any outstanding LTIP awards will generally be pro-rated for time served and performance, subject to the Committee’s discretion. Change of control. Immediately. Any outstanding LTIP awards will generally be pro-rated for time served and performance, subject to the Committee’s discretion. In the event of a change of control, awards may alternatively be exchanged for new equivalent awards in the acquirer where appropriate. Any other reason. Not applicable. Awards lapse. Non-Executive Directors The Non-Executive Directors do not have service contracts as their terms of engagement are governed by letters of appointment. These letters and the Company’s Articles of Association make provision for annual renewal at each AGM. Details of the Non-Executive Directors’ terms of appointment are shown in the table opposite. The appointment and re-appointment and the remuneration of Non-Executive Directors are matters reserved for the full Board. The Non-Executive Directors are not eligible to participate in the Group’s performance-related incentive plans and do not receive any pension contributions. Non-Executive Director Initial agreement date Renewal date Ben Verwaayen (Chairman) 8 March 2020 1 August 2024 Allard Castelein 10 November 2016 1 August 2024 Jolande Sap 13 March 2018 1 August 2024 Luc Sterckx 3 August 2017 1 August 2024 Neil Hartley 17 January 2019 1 August 2024 Katleen Vandeweyer 12 October 2022 1 August 2024 Non-Executive Directors’ fees are capped in the Company’s Articles of Association at an aggregate of £750,000. 136 Renewi plc Annual Report and Accounts 2024 Details of policy on fees paid to Non-Executive Directors are set out in the table below: Objective Operation Opportunity Performance metrics To attract and retain Non- Executive Directors of the highest calibre with broad commercial and other experience relevant to the Group. Fee levels are reviewed annually, with any adjustments effective on 1 April each year. The fee paid to the Chairman is determined by the Committee and fees to Non-Executive Directors are determined by the Board. Additional fees are payable for additional responsibilities – e.g., acting as Senior Independent Director and as Chair of the Board’s Committees and subsidiary company Supervisory Boards. Fee levels are reviewed by reference to companies of similar size and complexity within the UK and Continental Europe reflecting Renewi’s growing presence across Europe. The required time commitment and responsibilities are taken into account when reviewing fee levels. As such, the Committee reserves the flexibility to pay additional fees in the event that a Director’s expected time commitment is significantly exceeded in any year. Non-Executive Directors may receive benefits necessary to carry out their duties (including travel and office support, together with any associated tax liability that may arise). Non-Executive Director fee increases are applied in line with the outcome of the review. Fees in respect of the year under review, and for the following year, are disclosed in the Annual Report on Remuneration. It is expected that any increases to Non-Executive Director fees will normally be in line with those for salaried employees. However, in the event that there is a material misalignment with the market or a change in the complexity, responsibility or time commitment required to fulfil a Non-Executive Director role, the Board has discretion to make an appropriate adjustment to the fee level. None. External appointments The Committee acknowledges that Executive Directors may be invited to join Supervisory Boards or become non-executive directors of other quoted companies which have no business relationship with the Group and that these duties can broaden their experience and knowledge to the benefit of the Group. Executive Directors are limited to holding one such position, and the policy is that fees may be retained by the Director, reflecting the personal risk assumed in such appointments. The Chief Financial Officer, Annemieke den Otter, holds one such position. Her Supervisory Board directorship of ForFarmers N.V attracts an annualised fee of €52,000. Consideration of conditions elsewhere in the Group Although the Committee does not consult directly with employees on Executive Remuneration Policy, the Committee does consider general basic salary increases across the Group, remuneration arrangements and employment conditions for the broader employee population when determining Remuneration Policy for the Executive Directors. In compliance with the 2018 UK Corporate Governance Code, Jolande Sap is the designated Non- Executive Director with the responsibility of assisting the Board with workforce engagement and reporting. Consideration of shareholder views When determining executives’ remuneration, the Committee takes into account views of shareholders and best practice guidelines issued by institutional shareholder bodies. The Committee seeks feedback from shareholders on Remuneration Policy and arrangements and commits to undergoing shareholder consultation in advance of any significant Remuneration Policy changes. The Committee will continue to monitor trends and developments in corporate governance and market practice to ensure that the structure of the executive remuneration remains appropriate. Further details of the votes received in relation to last year’s Remuneration Report and the 2023 Remuneration Policy are provided below: Annual Report on Remuneration 2023 AGM Remuneration Policy 2023 AGM Total number of votes % of votes cast Total number of votes % of votes cast For (including discretionary) 46,230,111 97.21% 46,585,909 97.59% Against 1,326,101 2.79% 1,152,177 2.41% Total votes cast (excluding withheld votes) 47,556,212 100% 47,738,086 100% Votes withheld 197,932 – 16,058 – Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 137 Directors’ Remuneration Report continued Annual Report on Remuneration The following section provides details of how our Remuneration Policy will be implemented during the year ending 31 March 2025 and how it was implemented during the financial year ended 31 March 2024. Implementation of Remuneration Policy for FY25 Basic salary Based on market data as sourced from KornFerry, as in prior years, the Company awarded a single average workforce salary increase of c.5% for all countries. In recent years, the Executive Directors’ annualised basic salaries have been increased in line with that of the general workforce. The Committee has decided to increase the CEO’s and CFO’s salary by 5% to €565,683 and €480,480 respectively. It is the Committee’s intention that both Executive Directors will continue to receive salary increases in 2025 that are in line with the workforce average. 1 April 2023 1 April 2024 % increase Otto de Bont €538,746 €565,683 5% Annemieke den Otter €457,600 €480,480 5% Pension Executive Directors will continue to receive a cash supplement in lieu of pension of 12.5% of salary in line with the local workforce. Chairman and Non-Executive Director fees Non-Executive Director base fees and Committee Chair fees were increased on 1 April 2024 in line with the average increase applied to the Executive Committee, this being less than the average workforce rate of increase. The Group Chairman elected to waive any fee increase. Base fees Fee from 1 April 2023 Fee from 1 April 2024 % increase Chairman £160,429 £160,429 0% Non-Executive Director £56,542 £58,804 4% Chair fee for Audit/ Remuneration/SHE Committees £10,012 £10,412 4% Senior Independent Director additional fee £10,012 £10,412 4% Annual bonus The maximum annual bonus for Executive Directors for FY25 will remain unchanged at 150% of salary with 50% payable in shares, with half of those vesting immediately and the other half after three years. The majority of the bonus will be based by reference to Group financial performance and the remainder on the achievement of personal or strategic objectives including ESG-related targets as indicated below. The specific targets are deemed to be commercially sensitive but will be disclosed retrospectively in the FY25 Annual Report. Bonus targets Weighting Performance targets Underlying profit before tax 40% Based on performance against expected budget outcome Leverage Ratio 20% Based on net debt to EBITDA covenant level Safety 15% Reduction in long-term injury frequency rate Personal objectives 25% Linked to strategic goals and operational performance LTIP LTIP awards for 2024 will be considered at the time of grant over shares equal in value to no more than 150% of salary for the Chief Executive Officer and 120% of salary for the Chief Financial Officer. The performance conditions will continue to be based on EPS, ROCE, relative TSR and the Group’s recycling rate or other sustainability metric as the Committee may deem appropriate as follows (final targets/details of which will be disclosed at time of grant): Performance metric Weighting Performance targets EPS 25% 25% of this part of an award vests for EPS growth ROCE 25% 25% of this part of an award vests for an improvement in ROCE Relative TSR 25% 25% of this part of an award vests for TSR Recycling rate/ sustainability metric 25% 25% of this part of an award vests subject to an increase in recycling rate/ performance improvement For any shares to vest, the Committee will also need to satisfy itself that the recorded outcome is a fair reflection of the overall performance of the Group over the period. Awards will vest on the third anniversary of grant and will be subject to a further two-year holding period. 138 Renewi plc Annual Report and Accounts 2024 Single total figure of remuneration for Non-Executive Directors (audited) The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the year ended 31 March 2024 and the prior year. Base fee Additional fees Total fixed remuneration 1 Base fees FY23 €000 FY24 €000 FY23 €000 FY24 €000 FY23 €000 FY24 €000 Ben Verwaayen (Chairman) 184 185 – – 184 185 Allard Castelein 2 61 65 8 12 69 77 Luc Sterckx 3 61 65 11 12 72 77 Katleen Vandeweyer 4 20 65 4 12 24 77 Jolande Sap 61 65 – – 61 65 Neil Hartley 5 61 65 15 12 76 77 Former Directors Marina Wyatt 6 20 – 4 – 24 – 1. Non-Executive Directors receive fixed remuneration only (i.e. no variable remuneration is payable or has been paid). 2. Allard Castelein’s additional fee is in respect of his role as Senior Independent Director. 3. Luc Sterckx’s additional fee is in respect of his role as Chair of the SHE Committee. 4. Katleen Vandeweyer was appointed to the Board on 1 December 2022 and her additional fee is in respect of her role as the Chair of the Audit Committee. 5. Neil Hartley’s additional fee is in respect of his role as the Chair of the Remuneration Committee, and in FY23 also for his role as Chair of the Audit Committee for the four-month interregnum between Marina Wyatt’s departure and Katleen Vandeweyer’s appointment. 6. Marina Wyatt stepped down from the Board and as Chair of the Audit Committee on 14 July 2022. 7. At an exchange rate of €1:£0.870 for FY23 and €1:£0.866 for FY24. Single total figure of remuneration for Executive Directors (audited) The table below sets out a single figure for the total remuneration received by each Executive Director for the year ended 31 March 2024 and the prior year. Otto de Bont Annemieke den Otter 1 Base fees FY23 €000 FY24 €000 FY23 €000 FY24 €000 Basic salary 499 539 367 458 Taxable benefits 2 20 22 8 11 Pension 3 62 67 46 57 Other 4 12 16 11 15 Total fixed remuneration 593 644 432 541 Single-year variable 5 574 453 433 384 Multiple-year variable 6,7,8 1,347 420 – – Total variable remuneration 1,921 873 433 384 Total 2,514 1,517 865 925 1. Annemieke den Otter was appointed to the Board on 1 June 2022. 2. Taxable benefits comprise car allowance and medical insurance. 3. Cash supplement in lieu of pension contribution of 12.5% of base salary. 4. Includes life assurance and accident insurance. 5. Payment for performance during the year under the annual bonus including any deferred annual bonus. 6. The value of the 2020 LTIP award vesting to Otto de Bont in FY23 shown was based on 100% vesting and a three-month share price to 31 March 2023 of £6.50 (no dividend equivalent shares). The actual total value of this award at vest was £885,156. Under this grant, 180,322 shares were awarded at £2.58 per share, a performance of 96.25% was achieved, which resulted in 179,560 shares vesting at £5.10 per share. Share price appreciation was £2.52 per share, or £452,491 in total. 7. The value of the 2021 LTIP award vesting to Otto de Bont in FY24 applies a performance of 52.75% (no dividend equivalent shares). The average share price over the three-months to 31 March 2024 was £5.83. The share price at grant was £5.24. The estimated impact of share price movements on the vesting of the 2021 LTIP awards is as follows: Otto de Bont Shares granted 118,131 Value of awards expected to vest (118,131 shares granted x £5.83 x 52.75% vesting) £363,291 Face value at grant of proportion of awards expected to vest (118,131 shares granted x £5.24 x 52.75% vesting) £326,526 Impact of share price movement on vesting value £36,765 The value of the 2021 LTIP vest shown at an exchange rate of €1: £0.866. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 139 Directors’ Remuneration Report continued Incentive outcomes for the year ended 31 March 2024 Performance-related annual bonus in respect of FY24 performance The annual bonus was measured against underlying profit before tax (40% weighting), net debt/EBITDA leverage ratio (20% weighting), ESG (safety) performance (15% weighting) and the achievement of personal objectives (25% weighting). Actual performance against the targets set for each of these elements is shown below. Financial element outcomes The financial targets and corresponding potential outcomes for the Executive Directors’ FY24 annual bonus are shown below. Measure Weighting FY24 final outcome Threshold Maximum Actual bonus payout (% of max) Underlying profit before tax 40% €66.5m €72.1m €88.1m 0% Leverage ratio 20% 2.14x 2.4x <2.10% 80% Underlying profit before tax is set based on the Group’s expected budget outcome for the year. All non-Euro-denominated entity values are converted to Euros at the budgeted rate of exchange and actual performance is also measured at this constant exchange rate. The leverage ratio is based on the net debt to EBITDA covenant level as determined in the main banking facilities. ESG element outcomes As safety is the Group’s first value and priority a collective safety target is included as part of the annual bonus targets. This includes a goal to reduce significant incidents. The safety target of LTIFR (lost time injury rate) was set at 7 for FY24, and 6.8 was acheived, which means that this element was met in full. Personal element outcomes The personal performance measures were based on individual objectives, as detailed below. Otto de Bont Objective Weighting Committee assessment of performance Score Safety & environmental compliance • Safety: pro-active measures and enforcement to drive Safety culture • ISRS: 80% actions implemented from 2022 action plan for divisions including roll-out of hall and site traffic safety plans and safety leadership programme, combined with consistent enforcement of rules and standards. Overarching goal is to build a safety culture Environmental compliance • Target zero major new incidents and a non-conformities close out rate of >80% 6.25% The Committee considered that management had adopted an appropriately pro-active programme for driving the Safety culture across the Group. The ISRS programme had been rolled out across the business, and each division had implemented agreed actions as defined end of 2022. Site traffic safety had also been appropriately addressed and safety leadership had been rolled out with over 200 leaders trained, and a with training programmes continuing into FY25. With respect to environmental compliance there had been no major incidents in FY24, and an environmental compliance non-conformities close out rate of >80% met. The objective was considered achieved. 100% Strategy development • Further develop and execute the Roadmap FY28 strategy 6.25% The Committee considered the development of strategy over the year. It was noted that the growth strategy and associated projects had been clearly communicated to the market at the October Capital Markets Day. Sales share gain and margin improvement programmes had been successfully delivered in year. Furthermore, the sustainability roadmap had been fully integrated into the strategy, carbon reduction plans refined and sustainability reporting improved with preparations for CSRD compliance in action. On this basis, the Committee considered this element met. 100% Portfolio • Actively manage business portfolio to optimise value for our shareholders and drive efficiencies within our organisation • Develop strategic options for our UK Municipal business 6.25% The Committee reviewed the work undertaken to manage the bushiness portfolio and drive efficiencies. The performance of Mineralz & Water had been addressed, and was on track delivering a profitability improvement. The strategic review of UK Municipal had been progressed as publicly disclosed to the markets, and the Future Fit project would position the Group well for future success. In view of the significant work undertaken in this respect, the Committee confirmed the objective as achieved. 100% 140 Renewi plc Annual Report and Accounts 2024 Objective Weighting Committee assessment of performance Score Talent management • Create solid succession planning process across Renewi and increase bench strength • Recruit top talent for key positions and redefine way Renewi does recruitment making it uniform and professional 6.25% In review of succession planning the Committee noted that significant work had been achieved in strengthening the pipeline. A new Executive Leadership Team had been composed for FY25 which would combine talented internal promotions with strategic new hires. Top talent for key positions had been recruited with gender diversity in the most senior roles improved. The objective was considered met. 100% Total 25% 100% Annemieke den Otter Objective Weighting Committee assessment of performance Score Address UK Municipal • Develop strategic options for our UK Municipal business 5% The Committee noted the volume of work and strategic focus which had been demanded by the evaluation of options for the UK Municipal business. The strategic review of UK Municipal had been progressed as publicly disclosed to the markets, in view of these matters the Committee considered the objective met in full. 100% Execute on the digital core programme • Execute on blueprint phase and deliver business case for Broad approval in Q3 of FY24 5% The Committee reviewed the business case as presented to the Board which had been based on sound objectives and for which Board approval had been achieved. Proposals were being actioned and Digital Core would deliver operational efficiencies and cost savings over time, as well as addressing some risk associated with the IT infrastructure. This element was considered met in full. 100% Bring procurement function to a higher level • Strengthen the Procurement function • Increase cooperation and alignment with divisions and together drive cost out of the business, targeting in FY24 5% The Committee considered the analysis that had been conducted to identify weaknesses in the composition, structure and activity of the Procurement Function. Remedial plans to upgrade the business contribution of the function had been activated. The Committee considered the objective met. 100% Further develop the roadmap FY28 strategy • In FY24 lay the foundation to deliver on the FY28 strategy with a solid organic growth plan, a clear plan to reduce SG&A and further streamline and digitise business 5% The Committee noted the significant work that had been achieved in developing the Group strategy, commencing with the objectives communicated to the market at the October Capital markets day, and continuing with significant steps in both underpinning of growth pillars and margin improvement initiatives including SG&A, Digital Core and Future Fit. Sustainability data and processes had been addressed to improve insights into business performance. The objective was considered met. 100% Team and people: talent management & engagement • Create solid succession planning process across Renewi and increase bench strength • Recruit top talent for key positions • Engagement: Pulse score improvement related to mood and eNPS scores 5% The Committee noted the improvements to succession planning within the Group with bench strength for key roles. A number of senior recruitments had been made into the finance function, which had both strengthened the function and improved gender diversity within the most senior key finance positions. The Committee considered the Pulse scores related to mood and eNPS scores, and considered the objectives met and noted the outcome accordingly. 100% Total 25% 100% Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 141 Directors’ Remuneration Report continued FY24 annual bonus Profit targets were not met, although net debt/leverage targets were partially met, contributing to the financial target element of the bonus measures. The ESG (safety) target was met, and personal targets were also met. This resulted in bonus awards of 56% of the maximum bonus potential for the Chief Executive Officer and Chief Financial Officer respectively. The Committee is satisfied that these outcomes are a fair reflection of the performance achieved over the year and the experience of the Group’s shareholders and other stakeholders. Overall bonus outcomes Executive Director Financial element bonus outcome (% of total) Safety element bonus outcome (% of total) Personal element bonus outcome (% of total) Overall bonus outcome (% of salary/€) Otto de Bont 16% 15% 25% 84%/€452,547 Annemieke den Otter 16% 15% 25% 84%/€384,384 50% of the bonus will be payable in cash and the other 50% will be deferred into Renewi shares. 50% of these shares will vest immediately whilst the remaining 50% will vest after a further three-year holding period. 2021 LTIP vesting in 2024 Otto de Bont holds an LTIP award over 118,131 shares made on 23 July 2021 which will vest in 2024 based on three-year performance to 31 March 2024. Vesting is dependent on three-year adjusted underlying EPS, relative share price performance (against the FTSE 250 excluding investment trusts), ROCE and performance against the Group’s waste recycling target. The vesting schedules, targets and the performance against targets are set out below. Measure Weighting Targets Actual % performance Of this part of award (% of maximum) EPS CAGR 25% 0% vesting below 5% p.a. 8.2% 41% 25% vesting for 5% p.a. (10.25%) 50% vesting for 10% p.a. 100% vesting for 15% p.a. Straight-line vesting between these points Relative TSR 25% 0% vesting below median upper quartile 100% 25% vesting for median (25%) 100% vesting for upper quartile Straight-line vesting between these points Improvement in ROCE 25% 0% vesting below +0.5% 1.4% 70% 25% vesting for +0.5% (17.5%) 100% vesting for +2.0% Straight-line vesting between these points Recycling rate 25% 0% vesting for a recycling rate below 70% 68.6% 0% 25% vesting for a 70% recycling rate (0%) 100% vesting for a 73% recycling rate Straight-line vesting between these points Total vesting 52.75% Share price growth is calculated using three-month average share prices immediately prior to the start and end of the performance period. Based on the above, the vesting of the 2021 LTIP in July 2024 for Otto de Bont will be: Executive Director Awards granted Shares vesting based on performance Dividend equivalent shares (estimated) Total shares expected to vest Estimated value at vesting (€’000) 1 Otto de Bont 118,131 62,314 - 62,314 420 1. Based on the average three-month share price to 31 March 2024 of £5.83 and at an exchange rate of €1:£0.866. 2. This award is subject to a further two-year post-vesting holding period. The Committee is satisfied that this outcome is a fair reflection of the performance achieved over the performance period and the experience of the Group’s shareholders and other stakeholders. 142 Renewi plc Annual Report and Accounts 2024 Share awards granted in FY24 (audited) Long-Term Incentive Plan The Executive Directors were granted LTIP awards on 19 June 2023 as follows: Executive Director Date of grant Basis of award Share price 1 Face value 2 Number of shares Otto de Bont 19 June 2023 150% of salary £5.06 €798,089 136,590 Annemieke den Otter 19 June 2023 120% of salary 3 £5.06 €542,308 92,814 1. Based on the three-day average dealing price prior to the grant date. 2. At an exchange rate of €1:£0.866. 3. Percentage agreed as part of joining arrangements. Performance targets are as follows: Performance metric Weighting Performance targets EPS 25% 25% of this part of an award vests for EPS growth of 5% p.a. increasing pro-rata to 100% vesting for EPS growth of 15% p.a. or more ROCE 25% 25% of this part of an award vests for an improvement in ROCE of 0.5% increasing pro-rata to 100% vesting for an improvement in ROCE of 2% or more Relative TSR 25% 25% of this part of an award vests for TSR equal to median increasing pro-rata to 100% vesting for TSR equal to upper quartile or above against the FTSE 250 (excluding investment trusts) Recycling rate 25% 25% of this part of an award vests for a recycling rate of 67% increasing pro-rata to 100% vesting for a recycling rate of 70% or more The performance period for these awards commenced on 1 April 2023 and ends on 31 March 2026. For any shares to vest, the Committee will also need to satisfy itself that the recorded outcome is a fair reflection of the overall performance of the Group over the period. Awards will vest on the third anniversary of grant and will be subject to a further two-year holding period. Deferred Annual Bonus (DAB) Awards were granted under the Renewi plc Deferred Annual Bonus Plan on 19 June 2023 as follows: Executive Director Date of grant 2022/23 annual bonus Basis of award 1 Share price 2 Face value 3 Number of shares Otto de Bont 19 June 2023 €573,690 25% £5.06 € 141,645 24,242 shares vested immediately Otto de Bont 19 June 2023 €573,690 25% £5.06 € 141,639 24,241 shares vesting after three years A den Otter 19 June 2023 €433,125 25% £5.06 € 106,938 18,302 shares vested immediately A den Otter 19 June 2023 €433,125 25% £5.06 € 106,938 18,302 shares vesting after three years 1. 50% of the bonus is awarded in shares, with half vesting immediately and the other half deferred into an award over Renewi plc shares which vest after three years. 2. Based on the three-day average dealing price prior to the grant date. 3. At an exchange rate of €1:£0.866. Payments made to past Directors during the year (audited) No termination payments were made to past Directors during the year. Relative importance of spend on pay The table shows the percentage change in total employee pay expenditure and shareholder distributions from the financial year ended 31 March 2023 to the financial year ended 31 March 2024. FY23 €m FY24 €m % change Distribution to shareholders – 4.7 100% Employee remuneration 403.5 434.6 7.7% Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 143 Directors’ Remuneration Report continued Pay for performance The graph shows the TSR of Renewi plc over the 10-year period to 31 March 2024. While no comparator index or group of companies truly reflects the activities of the Group, the FTSE Support Services sector has been selected as a comparator index as it is the sector in which Renewi is classified and is an index against which the performance of the Group is judged. The FTSE All-Share Index is also presented. The table below the graph details the Chief Executive Officer’s single-figure remuneration and actual variable pay outcomes over the same period. CEO single figure remuneration over the 10 years to 31 March 2024 Peter Dilnot 1 Otto de Bont 3 Executive Director FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 Chief Executive Officer single figure of remuneration (€000) 1,155 1,456 1,100 1,685 753 1,244 1,017 2,249 2,184 1,517 Annual bonus outcome (% of maximum) 47% 69% 48% 88% 0% 88% 65% 100% 77% 56% LTIP vesting outcome (% of maximum) 0% 0% 0% 21.5% 0% 2 43.3% 22.5% 100% 96% 53% 1. Peter Dilnot was appointed as Chief Executive Officer on 1 February 2012 and resigned on 31 March 2019. 2. Although 23% of the 2016 LTIP awards vested in 2019, Peter Dilnot’s LTIP awards lapsed upon his resignation. 3. Otto de Bont was appointed as Chief Executive Officer on 1 April 2019. Renewi plc Source: Datastream (LSEG – Refinitiv) FTSE All-Share Support Services Index FTSE All-Share Index 300 250 200 150 100 50 0 Total shareholder return (rebased to 100) 31 Mar 2014 31 Mar 2015 31 Mar 2016 31 Mar 2017 31 Mar 2018 31 Mar 2019 31 Mar 2020 31 Mar 2021 31 Mar 2022 31 Mar 2023 31 Mar 2024 Historical TSR performance Growth in value over 10 years of a hypothetical £100 invested at 31 March 2014. 144 Renewi plc Annual Report and Accounts 2024 Percentage change in Directors’ remuneration The table below shows the percentage change in Directors’ remuneration (excluding pension and long-term incentives) from the prior year compared to the average percentage change in remuneration for employees Group-wide. This grouping reflects the experience of the vast majority of employees within Renewi, providing a more robust comparison than the previously reported UK-based peer group. As reported last year, we will no longer use the UK-based peer group for comparative purposes. Last year was the first time the Group-wide employee data set was used and we have therefore shown two consecutive years of data below. For prior year data showing UK-based peer group comparables see the FY23 Annual Report and Accounts. FY22-23 FY23–24 Base salary Benefits Annual bonus Base salary Benefits Annual bonus Executive Directors Otto de Bont 4% 2% -20% 8% 12% -21% Annemieke den Otter n/a n/a n/a 4% 28% -11% Non-Executive Directors Ben Verwaayen 0% n/a n/a 0% n/a n/a Allard Castelein 4% n/a n/a 10.7% 1 n/a n/a Neil Hartley 9% n/a n/a 5.8% n/a n/a Jolande Sap 4% n/a n/a 5.8% n/a n/a Luc Sterckx 4% n/a n/a 5.8% n/a n/a Katleen Vandeweyer n/a n/a n/a 5.8% n/a n/a Group-wide employees 9% n/a -34% 5% n/a -18% 1. Allard Castelein’s fee as SID was aligned with the fee for Committee Chairs in line with benchmarking. CEO pay ratio The CEO pay ratio data for FY24 is presented below (with prior year data). The data shows how the CEO’s single-figure remuneration for FY24 (as taken from the single-figure remuneration table) compares to equivalent single-figure remuneration for all full-time equivalent UK employees ranked at the 25 th , 50 th and 75 th percentile. The data was taken as at 31 March and the Committee believes the median ratio is consistent with pay, reward and progression policies for the company’s UK employees as a whole. Year Method 25 th percentile pay ratio Median pay ratio 75 th percentile pay ratio FY24 Option A 39:1 34:1 25:1 FY23 Option B 86: 1 71: 1 51: 1 FY22 Option B 63: 1 41: 1 45: 1 FY21 Option B 33: 1 31: 1 19: 1 FY20 Option B 41: 1 38: 1 23: 1 No components of pay and benefits have been omitted for the purpose of the above calculations. Option A (pay and benefits of all UK employees for the relevant financial year) was selected this year facilitated by improved data collection and employee data. Calculation of employer costs are similarly much more accurate, resulting in a higher employee benefits figure and hence a lower CEO Pay Ratio. Additionally, multiple year variable pay for the CEO is lower in FY24 than the prior year comparable. The respective quartile salary and total pay and benefits numbers are as follows: Salary Total pay and benefits Year 25 th percentile Median 75 th percentile 25 th percentile Median 75 th percentile FY24 €31,880 €37,140 €50,153 €38,575 €45,079 €61,831 FY23 €27,603 €33,221 €46,072 €29,259 €35,214 €48,837 FY22 €33,869 €53,642 €47,200 €35,945 €55,083 €55,473 FY21 €27,762 €30,147 €47,918 €30,557 €33,086 €53,052 FY20 €28,175 €30,596 €48,632 €31,013 €33,579 €53,843 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 145 Directors’ Remuneration Report continued To provide a more robust comparison, data on a more Group-wide employee basis is shown below, representing the workforce in our principal countries of operations of the Netherlands, Belgium and the UK. For this set of employees, data is based on basic salary and benefits. Data accuracy has improved with the use of the improved collection methods and systems. This improved comparison has resulted in a higher value of benefits recorded across all 3 countries resulting in a lower CEO Pay Ratio. Year 25 th percentile pay ratio Median pay ratio 75 th percentile pay ratio FY24 30:1 27:1 21:1 FY23 63:1 1 53:1 43:1 Salary Total pay and benefits Year 25 th percentile Median 75 th percentile 25 th percentile Median 75 th percentile FY24 €35,966 €38,292 €47,961 €50,555 €56,618 €70,760 FY23 €32,532 1 €35,271 €44,416 €40,176 €47,491 €57,910 1. Corrected since prior year, shown as 53:1 and €35,532 respectively in the FY23 Annual Report and Accounts. Directors’ interests (audited) The interests of the Directors and persons closely associated in the ordinary shares of the Group during the year and as at 30 May 2024 were as shown below. Details of Directors’ interests in shares and options under the long-term share schemes are set out in the sections below. Ordinary shares at 1 April 2023 Ordinary shares at 31 March 2024 and 29 May 2024 Otto de Bont 184,641 1 329,272 Allard Castelein – – Neil Hartley – – Jolande Sap – – Luc Sterckx 28,500 28,500 Ben Verwaayen – – Annemieke den Otter 15,000 55,302 Katleen Vandeweyer – – 1. In the Annual Report and Accounts 2023 Otto de Bont’s shareholding was mis-stated at 184,731 shares, actual holding was 184,641 shares as at 31 March 2023. Directors’ shareholdings (audited) The table below shows the shareholding of each Executive Director against their respective shareholding requirement as at 31 March 2024. Owned outright or vested Unvested but subject to holding period Unvested and subject to performance conditions Vested but not exercised Exercised during the year Unvested and subject to continuous employment Shareholding requirement (% of salary) Current shareholding 1 (% of salary) Requirement met? Otto de Bont 329,272 97,810 349,652 – – – 200% 392% Achieved Annemieke den Otter 55,302 18,302 113,246 – – – 200% 77% In progress 1. Shareholdings were calculated using the number of outright shares, at £5.83, as percentage of salary as at 31 March 2024. 146 Renewi plc Annual Report and Accounts 2024 Directors’ interests in share awards The Executive Directors have been made the following conditional awards under the Renewi Deferred Annual Bonus Plan: Outstanding awards at 31 March 2023 Awards made during the year 1 Awards lapsed during the year Awards vested during the year Outstanding awards at 31 March 2024 Date of award Share price on date of award (£) Restricted period end Otto de Bont 65,085 – – 32,543 32,542 22.06.20 2.78 22.06.25 2 18,229 – – – 18,229 23.07.21 5.42 23.07.24 22,798 – – – 22,798 16.06.22 6.80 16.06.25 – 24,242 – 24,242 – 19.06.23 5.06 19.06.23 – 24,241 – – 24,241 19.06.23 5.06 19.06.26 Annemieke den Otter – 18,302 – 18,302 – 19.06.23 5.06 19.06.23 – 18,302 – – 18,302 19.06.23 5.06 19.06.26 1. 50% of awards vesting immediately and 50% vest after three years. 2. Under legacy Scheme Rules 50% of award is released three years after the date of award, 25% after four years and the remaining 25% after five years. The Executive Directors have been made the following conditional awards of shares under the Renewi Long-Term Incentive Plan: Outstanding awards at 31 March 2023 Awards made during the year Awards lapsed during the year Awards vested during the year 1 Outstanding awards at 31 March 2024 2 Date of award Share price on date of award (£) Performance period end Restricted period end 3 Otto de Bont 180,322 – 6,762 173,560 – 27.07.20 2.58 31.03.23 27.07.23 118,131 – – – 118,131 23.07.21 5.24 31.03.24 23.07.24 94,931 – – – 94,931 16.06.22 6.80 31.03.25 16.06.25 – 136,590 – – 136,590 19.06.23 5.06 19.06.26 19.06.26 Annemieke den Otter 20,432 – – – 20,432 16.06.22 6.80 31.03.25 16.06.25 – 92,814 – – 92,814 19.06.23 5.06 19.06.26 19.06.26 1. 96.25% of the 2020 LTIP award vested in 2023. 2. The performance conditions relating to the vesting of outstanding awards are shown on pages 142 and 143. 3. A two-year post-vesting holding period applies. The highest closing mid-market price of the ordinary shares of Renewi plc during the year was £7.34 and the lowest closing mid-market price during the year was £4.50. The mid-market price at the close of business on 31 March 2024 was £5.74. Other interests None of the Directors had an interest in the shares of any subsidiary undertaking of the Group or in any significant contracts of the Group. Advice provided to the Committee during the year Mercer Ltd served as independent advisers to the Remuneration Committee during the year. Its total fees for the provision of remuneration services to the Committee in FY24 were €22,228 (£19,250) charged on a time and materials basis. Mercer Ltd provides no other services to the Group. Mercer Ltd is a member of the Remuneration Consultants Group and is a signatory to the Code of Conduct for Remuneration Committees Consultants which can be found at remunerationconsultantsgroup.com. The Committee periodically undertakes due diligence to ensure that the Remuneration Committee advisers remain independent of the Group and that the advice provided is impartial and objective. The Committee is satisfied that the advice provided is independent. By order of the Board Neil Hartley Chair of the Remuneration Committee 30 May 2024 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 147 The Company’s Articles of Association Many of the matters described below are governed by the Company’s Articles of Association and by current legislation and regulations. The Articles can be viewed on the Company website at renewi.com. Strategic Report The Strategic Report (see pages 2 to 91) provides a fair review of the Group’s business for the year ended 31 March 2024. It also explains the objectives and strategy of the Group, its competition and the markets in which it operates, the principal risks and uncertainties it faces, the Group’s financial position, key performance indicators and likely future developments of the business. The Strategic Report was approved by a duly authorised committee of the Board on 30 May 2024 and signed on its behalf by the Company Secretary. Directors’ report The Directors’ Report comprises pages 92 to 151. The Directors’ Report was approved by a duly authorised committee of the Board on 30 May 2024 and signed on its behalf by the Company Secretary. Other information Apart from the details of the Company’s Long-Term Incentive Plan, as set out in the Directors’ Remuneration Report (see pages 128 to 147), no further information requires disclosure for the purposes of complying with the Financial Conduct Authority’s Listing Rule 9.8.4C. Directors The composition of the Board at the date of this report can be found on pages 94 and 95. Directors’ biographical details are shown on pages 94 to 95. All Directors served on the Board throughout the financial year under review and will be seeking re-election at the AGM. Appointment and replacement of directors The Company’s minimum requirement is to appoint at least two Directors. The appointment and replacement of Directors may be made as follows: • The Company’s members may, by ordinary resolution, appoint any person who is willing to act to be a Director • The Board may appoint any person who is willing to act to be a Director. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for election • Each Director shall retire from office at every AGM but may be re-appointed by ordinary resolution if eligible and willing • The Company may, by special resolution, remove any Director before the expiry of his or her period of office or may, by ordinary resolution, remove a Director where special notice has been given and the necessary statutory procedures are complied with • A Director must vacate their office if any of the circumstances in Article 100 of the Articles of the Company arise Powers of Directors The business of the Company is managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business of the Company or not. This power is subject to any limitations imposed on the Company by legislation. It is also limited by the provisions of the Articles and by any directions given by special resolution of the members of the Company. Specific provisions relevant to the exercise of powers by the Directors include the following: • Pre-emptive rights and new issues of shares. Under the Companies Act 2006 (the Act), the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s Articles or given by its shareholders in a general meeting. In addition, under the Act, the Company may not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the Company’s shareholders. The Company received authority at the last AGM to allot shares for cash on a non-pre-emptive basis up to a maximum nominal amount of £8,025,029, with up to an additional £1,605,005 for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights. This authority lasts until the earlier of the AGM in 2024 or 30 September 2024 • Repurchase of shares. Subject to authorisation by shareholder resolution, the Company may purchase all or any of its own shares in accordance with the Act and the Listing Rules. Any shares that have been bought back may be held as treasury shares or, if not so held, must be cancelled immediately upon completion of the purchase, thereby reducing the amount of the Company’s issued share capital. The Company received authority at the last AGM to purchase up to 8,025,029 ordinary shares. This authority lasts until the earlier of the AGM in 2024 or 30 September 2024 • Borrowing powers. The Directors are empowered to exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the Company’s assets, provided that the aggregate amount of borrowings of the Group outstanding at any time does not exceed the limit set out in the Articles, unless sanctioned by an ordinary resolution of the Company’s shareholders Directors’ indemnities As at the date of this report, the Company has granted indemnities to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out the role of a Director of the Company. The indemnities are qualifying third-party indemnity provisions for the purposes of the Companies Act 2006. In respect of those liabilities for which the Directors may not be indemnified, the Company maintained a Directors’ and Officers’ liability insurance policy throughout the financial year and has renewed that policy. Corporate governance The Board is fully committed to high standards of corporate governance. Details relating to the Company’s compliance with the UK Corporate Governance Code for the financial year are given in the Corporate Governance and Directors’ Remuneration Reports (see pages 92 to 147). Sustainability Renewi plc is a leading international waste-to-product company. Information on sustainability matters, including those on environment, social, community and employment policies, and health and safety are set out in the Strategic Report (see pages 2 to 91). Further information about the Company’s approach to carbon avoidance and the benefits of sustainable waste management, including disclosures on Streamlined Energy and Carbon Reporting (SECR) (page 41) and Task Force on Climate-related Financial Disclosures (TCFD) (pages 78 to 89), can also be found in the Strategic Report. Other disclosures Other disclosures 148 Renewi plc Annual Report and Accounts 2024 Task Force on Climate-Related Financial Disclosures (TCFD) The Group’s TCFD disclosure is provided in a readily identifiable and accessible format for all interested stakeholders and can be found in the Strategic Report (see pages 78 to 89). Results and dividends The Group’s Consolidated Income Statement (see page 164 and note 2 to the financial statements) shows the contribution to revenue and profits made by the different segments of the Group’s business. The Group’s loss for the year was €30.9m (prior year profit €66.6m). The Directors are recommending a final dividend of 5 pence per share (or cents equivalent) to be paid to shareholder on 31 July 2024, subject to shareholder approval the 2024 AGM. Having determined not to pay an interim dividend (2023: 0 pence), the total proposed dividend for the year is 5 pence per share (2023: 0 pence). Going concern and viability After making enquiries, the Directors have formed the view, at the time of approving the financial statements, that the Company and Group have adequate resources to continue operating and that the Group’s business is a going concern. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements. Taking account of the Company’s current position and principal risks, the Board sets out on page 77 how it has assessed the prospects of the Company. In compliance with the provisions of the UK Corporate Governance Code, the Board also confirms that it has a reasonable expectation that the Company and the Group will be able to continue in operation and meet their liabilities as they fall due over the three-year period ending 31 March 2027. Share capital The Company’s share capital comprises ordinary shares of £1.00 each par value. Renewi plc’s ordinary shares were admitted to trading on Euronext Amsterdam on 30 January 2020. No new shares were placed in connection with the application for that secondary listing and the Company continues to remain listed on the premium segment of the Official List in London. Following shareholder approval at the 2021 AGM, on 19 July 2021 Renewi undertook a consolidation of its share capital on the basis of 1 new ordinary share with nominal value of £1.00 for every 10 existing ordinary shares of 10 pence. As at 31 March 2024 there were 80,551,370 ordinary £1.00 shares in issue. As at the date of this report, there were 80,559,470 ordinary £1.00 shares in issue. Principal rights and obligations attaching to shares • Dividend rights. The Company may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the Directors. The Directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution. Payment or satisfaction of a dividend may be made wholly or in part by distribution of assets, including fully paid shares or debentures of any other company. The Directors may deduct from any dividend payable to a member all sums of money (if any) payable by such member to the Company in respect of their ordinary shares • Voting rights. On a poll, every shareholder who is present in person or by proxy or represented by a corporate representative has one vote for every share held by that shareholder. In the case of joint holders of an ordinary share, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding. The deadline for appointing proxies to exercise voting rights at any general meeting is set out in the notice convening the relevant meeting. The Company is not aware of any agreements between holders of its shares that may result in restrictions on voting rights • Return of capital. In the event of the liquidation of the Company, after payment of all liabilities and deductions taking priority, the balance of assets available for distribution will be distributed among the holders of ordinary shares according to the amounts paid up on the shares held by them. A liquidator may, with the sanction of a special resolution of the shareholders and any other sanction required by law, divide among the shareholders in kind the whole or any part of the Company’s assets or vest the Company’s assets, but no shareholder may be compelled to accept any assets upon which there is any liability Share restrictions There are no limitations under the Company’s Articles of Association that restrict the rights of members to hold the Company’s shares. Certain restrictions may, from time to time, be imposed on the transfer of the Company’s shares by laws and regulations such as insider trading laws. In limited situations, as permitted by the Articles, the Board may also decline to register a transfer. The Company is not aware of any agreements between holders of its shares that may result in restrictions on the transfer of securities. Employee share schemes – control rights The Company operates a number of employee share schemes. Under some, ordinary shares may be held by trustees on behalf of employees. Employees are not entitled to exercise directly any voting or other control rights in respect of any shares held by such trustees. Trustees have full discretion to vote or abstain from voting at general meetings of the Company in respect of such shares. Retail bonds As at 31 March 2024, the Company had in issue two retail bonds: the first, comprising €75m 3.00% guaranteed notes due 19 July 2024; and the second, comprising €125m 3.00% guaranteed notes due 23 July 2027. There are no restrictions under the instruments governing these notes that restrict the rights of investors to hold or transfer them. The Company is not aware of any agreements between the holders of the notes that may result in restrictions on their transfer. Change of control – significant agreements The Group’s principal financing instruments at 31 March 2024 are a €455m banking facility, consisting of a €400m multi-currency revolving credit facility with eight major banks and €55m of European Private Placement (EUPP) loans. The facility contains an option for those lenders to declare by notice that all sums outstanding under that agreement are repayable immediately in the event of a change of control of the Company. Any such notice may take effect no earlier than 30 days from the change of control and, if exercised at 31 March 2024, would have required the repayment of €210.5m (FY23: €102.5m) in principal and interest relating to the revolving credit facility. The Group’s European Investment Bank (EIB) financing instrument of €40m requires notice to be given if a change of control event has occurred or is likely to occur, and subsequently they may cancel any unutilised loan amounts and demand prepayment of any loan outstanding, along with accrued interest and other amounts accrued. As at 31 March 2024 the unutilised loan amount was €15.0m (FY23: €15.0m) and the loan outstanding and interest accrued was €25.3m (FY23: €25.3m). The Group’s retail bonds issued in July 2019 and July 2021 require notice to be given to bondholders within seven business days of Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 149 a change of control following which the holders have an option to seek repayment at a 1% premium, within 60 days of that notice. Such repayment must be made within 10 business days of the expiry of the option period. If exercised at 31 March 2024, repayment of €204.2m (FY23: €204.1m) in principal and interest would have been required. The rules of the Company’s employee share plans provide that awards and options may vest and become exercisable on a change of control of the Company. Research and development Research and development and associated costs are integrated into the continuous running and advancing of the Group’s operations, and is not recorded as a separate cost item. Examples of our products and services developments can be found through the Strategic Report on pages 1 to 91, with specific examples of customer collaborations detailed on pages 6 to 10. Political donations No donations were made by the Group for political purposes during the financial year (FY23: €nil). Employees with disabilities Within Renewi our first aim is to offer equal opportunities to anybody, without discrimination. This also applies to employment of people with disabilities where any applicant is considered on merit with regard only to the ability to carry out the role. Arrangements to enable people with disabilities to carry out the duties required will be made if it is reasonable to do so. An employee who through becoming disabled can no longer carry out their role, would, where possible, be offered alternative duties and or retraining. Investor relations Renewi has an active investor relations programme to engage with institutional investors, analysts, press and other stakeholders. The Company uses a number of channels to do this including its AGM, face-to-face meetings, roadshows, analyst workshops, videos, presentations, reports and its corporate website. Business Relationships The directors regard the Group’s business relationships with its suppliers, clients, customers and others as a pivotal component of the Company’s long term success. Our culture, values and behaviours support open and honest engagement with our business counterparts. We maintain high standards of ethical behaviour in all of our business dealings. For further information on how the Company fosters relationships with its stakeholders see pages 112 to 115, and for examples of how the directors have had regard to their interests in their principal decision making processes see page 116. Annual General Meeting Notice of the AGM of the Company to be held at the offices of Ashurst LLP, The London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday, 11 July 2024 at 11.00am will be made available to shareholders, together with a form of proxy, and will also be available on the Company’s website at renewi.com. The Directors consider that the resolutions recommended by the Board for the AGM are in the best interests of the Company, and they recommend all shareholders vote in support of these resolutions, as they intend to in respect of their own shareholdings. By order of the Board Dominic Murray Company Secretary 30 May 2024 Renewi plc, Registered in Scotland no. SC077438 Notifiable interests The Company has been notified of direct and indirect interests in voting rights equal to or exceeding 3% of the ordinary share capital of the Company as set out in the table below. Notifications received up to 30 May 2024 Number of Shares % Issued Capital Coast Capital Management 6,795,838 8.47 Avenue Europe International Management LP 6,615,426 8.24 SPICE ONE Investment Cooperatief U.A. 4,482,393 5.56 Black Rock inc. 2,699,953 3.35 Janus Henderson Investors 2,451,499 3.06 Other disclosures continued 150 Renewi plc Annual Report and Accounts 2024 The Directors are responsible for preparing the Annual Report and the financial statements in accordance with UK adopted international accounting standards and applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements and have elected to prepare the Company financial statements in accordance with UK adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group, and Company and of the profit or loss for the Group and Company for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business; and • prepare a Directors’ Report, a Strategic report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group’s performance, business model and strategy. Website publication The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. Directors’ responsibilities pursuant to DTR4 of the UK Listing Rules The Directors confirm to the best of their knowledge: • The financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Company • The Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and Company, together with a description of the principal risks and uncertainties that they face Directors’ statement as to the disclosure of information to auditors All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware. By order of the Board Dominic Murray Company Secretary 30 May 2024 Renewi plc, Registered in Scotland no. SC077438 Directors’ Responsibilities Statement Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 151 Financial statements 154 Auditors Report 164 Financial Statements 152 Renewi plc Annual Report and Accounts 2024 Circular material: recycled wood chips Renewi plc Annual Report and Accounts 2024 153 Strategic report Governance report Financial statements Other information Independent auditor’s report to the members of Renewi plc Independent auditor’s report to the members of Renewi plc Opinion on the financial statements In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2024 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; • the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Renewi plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 March 2024 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Parent Company Balance Sheet, the Parent Company Statement of Changes in Equity, the Parent Company Statement of Cash Flows and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. Independence Following the recommendation of the audit committee, we were appointed by the Directors on 22 October 2020 to audit the financial statements for the year ended 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is four years, covering the years ended 31 March 2021 to 31 March 2024. We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis is set out in the Key Audit Matter section below. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Parent Company’s reporting on how it has 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. 154 Renewi plc Annual Report and Accounts 2024 Overview Coverage 90% of Group loss for the year (on absolute basis) (2023: 87% of Group profit before tax) 90% (2023: 91%) of Group revenue 94% (2023: 91%) of Group total assets Key audit matters 2024 2023 Revenue recognition Valuation of onerous contract provisions Valuation of landfill provisions Presentation of non-trading and exceptional items and discontinued operations Presentation of financial statements on a going concern basis Materiality Group financial statements as a whole €5.30m (2023: €6.20m) based on 5% (2023: 5%) of underlying earnings before interest and tax (EBIT). An overview of the scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. We identified components which we considered to be of individual financial significance based on their contribution to the Group’s earnings, those which were significant due to risk and those remaining components on which we required procedures to be performed to provide us with sufficient evidence to conclude on the group financial statements as a whole. Our scoping and number of components is as follows: Number of components 2024 2023 Full scope components 6 6 Audit of one or more account balances 3 3 Total 9 9 The 6 full scope components contributed 90% of Group loss before tax (on absolute basis), 90% of Group revenue and 91% of Group total assets. These components were subject to full scope audit procedures by the following teams: • Commercial Waste Netherlands, Commercial Waste Belgium, ATM and Group Central Services – Eindhoven completed by BDO member firm component auditors. • UK Municipal – completed by BDO LLP component auditor. • Group Central Services – Milton Keynes completed by BDO LLP group audit team. We also instructed the BDO member firms stated above to perform specified procedures, designed by the Group audit team to address risks of material misstatement, on certain key balances in entities that formed part of non-significant components. Our involvement with component auditors For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our involvement with component auditors included the following: • Regular video conferences (and periodic face-to-face meetings) with all component audit teams present to discuss audit approach, evaluation of identified risks and then subsequently audit progress; consideration of audit procedures performed on key risks and challenge of component teams’ key observations; • Issued group instructions to component auditors on the scope of their work, which includes significant areas to be covered, significant and elevated risks and the information to be reported back. The group audit team approved the component materialities, having regard to the mix of size and risk profile across the components; • All-teams planning day held to direct component audit teams’ planning and discuss risks identified; Renewi plc Annual Report and Accounts 2024 155 Strategic report Governance report Financial statements Other information Independent auditor’s report to the members of Renewi plc continued • Group audit team performed a detailed review of the component auditors’ working papers to determine if sufficient and appropriate audit evidence had been obtained; and • Attended physical clearance meetings for each significant component, together with local management and the relevant component auditor. The Group audit team also performed audit procedures on elements of certain specific risks including determination of discount rate used in the calculation of onerous contract provisions and landfill provisions; stand back assessment on management override of controls; presentation of non-trading and exceptional items within the Income Statement; valuation of certain financial instruments that are held at fair value and assessment of incremental borrowing rates applied to measure lease liabilities. Climate change Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included: • Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report; • Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and • Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performed a risk assessment as to how the impact of the Group’s commitment as set out in the Strategic Report may affect the financial statements and our audit. We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in the directors’ going concern assessment and viability assessment and in their judgements and estimates in relation to long term provisions and impairment of plant, property and equipment. While the Group has not fully completed its quantification of climate change risk scenarios, capex and lifecycle spend estimates are based on periodic business planning, which considers, amongst other matters, known legislative changes related to climate change. We also assessed the consistency of the Director’s disclosures included in the Non-Financial and Sustainability Information Statement on page 91 with the financial statements and with our knowledge obtained from the audit. Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks and related commitments. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, 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 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. Key audit matter How the scope of our audit addressed the key audit matter Revenue recognition (Section 3, Note 3.1 of the financial statements) We consider that there is a risk that revenue recognition is inappropriate as there may be incentive for management to meet market and investor expectations. This incentive could lead to manipulation of revenue recognised, by manual journals or bias in estimates of value and volume of deferred revenue (unprocessed waste) at year end. Our procedures included the following: We tested the operating effectiveness of controls relating to the following: • Determining that weight registrations cannot be deleted; • Obtaining assurance over accuracy of calibration of weight registrations; and • Checking that interfaces between weight registrations and accounting systems are accurately capturing information. 156 Renewi plc Annual Report and Accounts 2024 Key audit matter How the scope of our audit addressed the key audit matter Revenue recognition (Section 3, Note 3.1 of the financial statements) continued Deferred revenue is recognised in a number of components as performance obligations are completed after billing, and cut-off could be inappropriately applied. As there is some judgement involved in the valuation of this deferred revenue, we considered revenue recognition to be a key audit matter. Other detailed procedures included: • Evaluated the scope, competence and objectivity of management’s external experts, who measure the mass balance of unprocessed waste at year end; • Attended waste counts at a number of locations and verified that these were appropriately reflected in deferred revenue calculations; • Assessed if conversion rates for volumes/density were appropriate by comparison to external sources for a sample; • For a sample of transactions, we agreed prices and volumes of waste sold & collected to underlying supporting documentation or contracts to provide assurance of accuracy and valuation of deferred revenue; • Selected a sample of journals to revenue outside of expectation and verified to supporting documentation; • Selected a sample of transactions either side of the year end and agreed to supporting documentation to check that revenue has not been recognised prior to performance obligation being satisfied; and • Performed analytical procedures to identify, among other matters, inconsistencies in gross profit margin achieved in prior periods compared to that reported in March 2024. Key observations: Based on the testing completed, we have not identified any indicator that suggests that revenue recognised was not appropriate for the year ended 31 March 2024. Presentation of non-trading and exceptional items and discontinued operations (Notes 3.3 and 6.4 of the financial statements) The Group presents a number of items of income and expense separately on the face of the consolidated income statement as non-trading and exceptional items. In addition to this, the Group has presented the UK Municipal division as a discontinued operation. IAS 1 requires the separate disclosure of the nature and amounts of items of income or expense that are material, either on the face of the statement of comprehensive income or in the notes. There is a risk that items may be included or excluded from the non-trading and exceptional items that may result in a misleading interpretation of the performance of the business. Additionally, there is judgement involved in application of IFRS 5 criteria to determine the appropriate allocation of the loss on disposal and items to be included within loss from discontinued operations in the Income Statement. The determination of which items of income or expense should be presented within non-trading and exceptional items and discontinued operations is judgemental and could be subject to management bias. We therefore consider the classification of these items to be a key audit matter. Our procedures included the following: • We have corroborated the existence and measurement of non-trading and exceptional items by agreeing to supporting documentation on a sample basis; • We assessed the classification of such items by considering the definitions per the Group’s accounting policy for non-trading and exceptional items and whether such classification is consistent with IAS 1, along with the guidance issued by the Financial Reporting Council on exceptional items and Alternative Performance Measures; • We analysed ‘one-off’ items included within underlying performance for the year to obtain understanding of each in order to determine if any should be presented as ‘exceptional’ by virtue of size or nature; • We completed a stand-back assessment on accrual movements by key divisions to assess the consistent treatment of such items; • Considered if additional disclosure of ‘one-off’, non-trading & exceptional items was needed to assist with users understanding of financial performance; • For the discontinued operation, we critically assessed the proposed terms of the disposal against the requirements of IFRS 5 to evaluate if the accounting treatment as discontinued operations was appropriate; • We assessed the appropriateness of presentation of revenue and costs of the UK Municipal division as discontinued based on the nature of the revenue and costs; Key observations: Based on the procedures performed, we consider the presentation and disclosure of non-trading and exceptional items and discontinued operations to be reasonable. Renewi plc Annual Report and Accounts 2024 157 Strategic report Governance report Financial statements Other information Independent auditor’s report to the members of Renewi plc continued Key audit matter How the scope of our audit addressed the key audit matter Going concern (Section 1 of the financial statements) Four key factors have required greater consideration in the Directors’ going concern assessment: 1. Decline in waste volumes and associated revenues in the year ending 31 March 2024; 2. Repayment of a €75m retail bond in July 2024; 3. Securing commitment for a replacement €120m loan available from July 2024; and 4. €154m expected cash outflow on the completion of the UK Municipal divestment in September 2024. Given the importance of the above, we have assessed the impact of these factors on the Directors’ going concern assessment and therefore considered the going concern assumption to be a significant audit risk and a key audit matter. Our procedures included the following: • Understanding the processes & controls within the Group regarding going concern forecast preparation, review & board approval to determine if it is appropriate; • Considering the Group’s historical performance and accuracy of previous forecasts to assess the ability to forecast accurately; • Assessing the arithmetical accuracy of financial models used by the Group to prepare the forecast, including use of proprietary spreadsheet interrogation tools on the models; • Assessing and, where possible, verifying key assumptions to supporting documents that underpin the going concern forecasts to assess their reasonableness; • Understanding the Group’s existing & proposed finance facilities and their key covenants through inspection of facility agreements to assess if the forecast considers these covenants • Inspecting the signed €120m loan commitment letter from three leading international banks & assessing any key conditions precedent to determine if this has been considered in the forecast; • Understanding the nature & cashflow implications of the proposed UK Municipal divestment transaction from a review of signed term sheets, cashflow modelling & enquiry with management, legal & deal advisors; • Assessing forecasted future covenant compliance and levels of facility & covenant headroom to determine if there will be any breach; • Considered results of downside scenarios and ability of the Directors to implement mitigating actions included in each, including agreeing cost saving actions proposed to detailed plans and documentation, where possible; • Analysed sensitivity of the forecasts for more severe downsides & introduction of other mitigating actions by using our knowledge of the business, taking into consideration the historical results and the overall market; • Considered an alternative scenario of the Group not completing the proposed transaction for disposal of UK Municipal & the resulting impact on the cashflows; • Assessed the adequacy and appropriateness of the Directors’ going concern disclosures to check if they reflect the significant judgements involved. Key observations: Our conclusions are set out in the Conclusions related to going concern section of our report. Valuation of key onerous contract provisions (Section 6, Note 6.4 and Section 4, Note 4.10 of the financial statements) Provisions are recognised for onerous contracts which involve significant estimation uncertainty and can be susceptible to significant value changes based on small changes in assumptions. The provisions are based on medium-long term time horizons (4 – 16 years) and are often influenced by market factors that are outside of management’s control (eg recyclate prices or cost inflation). We considered the valuation of these provisions and associated disclosures to represent a significant audit risk and key audit matter. Our procedures included the following: • Obtained the onerous contract models used to determine the carrying value of provisions and applied our own proprietary data analytics tools to interrogate the accuracy and integrity of those models; • Discussed with divisional management the process used to update onerous contract model assumptions, to understand the rigour and expertise involved in building up the cash flow forecasts; • With the assistance of our internal valuations experts, we assessed the appropriateness of discount rates used by comparison with government bond yields over a consistent timeframe, and by benchmarking; • Considered management’s forecasting ability in light of actual outturn versus historical forecasting; • Considered the consistency of onerous contract modelling with the forecasts used in other areas; • Corroborated assumptions used in the models, including forecast tonnage with historical actuals and recyclate pricing on variable revenue streams to recently achieved levels as well as corroboration of inflation assumptions to published expectations of inflation; • Performed sensitivity analysis on key inputs (notably recyclate pricing, discount rates and volumes of waste processed), in order to understand how sensitive the model is to these inputs; 158 Renewi plc Annual Report and Accounts 2024 Key audit matter How the scope of our audit addressed the key audit matter Valuation of key onerous contract provisions (Section 6, Note 6.4 and Section 4, Note 4.10 of the financial statements) continued • Enquired with management, legal & deal advisors whether due diligence for the disposal of UK Municipal had identified any significant viewpoint inconsistency in the onerous contract models used or associated liabilities; and • Considered the appropriateness of the sensitivity disclosures included in the notes to the financial statements in connection with the onerous contracts in line with the requirements of the applicable accounting framework. Key observations: Based on the testing performed, the Group’s estimate of the onerous contract provision falls within an acceptable range as at 31 March 2024, and we have not identified any indicator that suggests that the related disclosures are inappropriate. Valuation of landfill provisions (Section 4, Note 4.10 of the financial statements) The Group incurs legal and constructive obligations for restoration and aftercare activities for landfill sites in a number of locations and components. Legislative requirements for restoration and environmental remediation activities vary between location and stage of operation of the landfill sites. The Group has disclosed that the determination of the provisions is a key source of estimation uncertainty, in particular: • The period of aftercare post-closure; • The level of costs and impact of inflation, legislation and technology; • The timings of cash outflows; and • The discount rate applied to calculate the provisions. Due to the significant value of the provisions, the long-term nature of estimated costs and the significant judgements and assumptions that are applied as above, the valuation of these provisions is considered to be a key audit matter. Our procedures included the following: • Evaluated the scope, competence and objectivity of management’s external experts, who assist with determining cost estimates and volumes, as well as methodology of discount rate determination, by examining the work they were involved in, their professional qualifications and relevant experience; • Compared a sample of previous forecast assumptions to actual costs incurred to assess management’s ability to accurately forecast closure & associated costs; • Assessed the appropriateness of differences in assumptions between landfill sites including timing of costs considered; • With the assistance of our internal valuations experts we evaluated the discount rates used and verified source data to government bond yields; • Enquired with our landfill expert to identify if there were any regulatory updates that could impact the provisions, as well as having the expert review management’s landfill technical papers to assess, inter alia, cost assumptions, in order to determine if these were within an appropriate range; • Considered completeness of disclosure, including sensitivity of provisions to changes in key assumptions and the estimation uncertainty involved in the determination of the discount rate in line with the requirements of the applicable accounting framework. Key observations: Based on the procedures performed, the Group’s estimate of the landfill provisions falls within an acceptable range at 31 March 2024 and we have not identified any indicator that suggests that the related disclosures are inappropriate. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Renewi plc Annual Report and Accounts 2024 159 Strategic report Governance report Financial statements Other information Independent auditor’s report to the members of Renewi plc continued Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Group financial statements Parent company financial statements 2024 €m 2023 €m 2024 €m 2023 €m Materiality 5.3 6.2 2.7 5.35 Basis for determining materiality 5% underlying EBIT 5% underlying EBIT 50% of Group materiality 98% of Group materiality Rationale for the benchmark applied The Group is profit seeking, therefore a profit-based measure is considered to be most appropriate. Materiality was capped at 50% of Group materiality to take into account component aggregation risk. Materiality was capped at 98% of Group materiality to take into account component aggregation risk. Performance materiality 3.70 4.30 1.89 3.40 Basis for determining performance materiality 70% of overall materiality 70% of overall materiality 70% of overall materiality 70% of overall materiality Rationale for the percentage applied for performance materiality The percentage applied was determined after consideration of factors including the level of past misstatements, value of brought forward adjustments, management’s attitude toward proposed adjustments and number of accounts that are subject to estimation. Component materiality For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the Parent Company whose materiality is set out above, based on a percentage of between 19% and 89% (2023: 19% and 89%) of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from €1.0m to €4.8m (2023: €1.2m to €5.5m). In the audit of each component, we further applied performance materiality levels of 70% (2023: 70%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated. The component materiality used for the Parent Company is lower than the materiality that we would otherwise have determined using a benchmark of 2% of net assets. Materiality was therefore restricted to 50% (2023: 98%) Group materiality. Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of €0.21m (2023: €0.24m). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. 160 Renewi plc Annual Report and Accounts 2024 Going concern and longer-term viability • The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting as a set out on page 149 and Section 1 of the financial statements; and • The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate as set out on page 149. Other Code provisions • Directors’ statement on fair, balanced and understandable as set out on page 108; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 108; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems as set out on page 108; and • The section describing the work of the audit committee as set out on pages 119 to 124. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in this information. In our opinion, based on the work undertaken in the course of the audit information about the Parent Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Parent Company. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. European Single Electronic Format (ESEF) The Annual Report and Accounts has been prepared in ESEF, pursuant to the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018, supplementing Directive 2004/109/EC of the European Parliament and the Council. The requirements to be met are set out in the aforementioned delegated regulation (these requirements are hereinafter referred to as: the RTS on ESEF). In our opinion, the Annual Report and Accounts, made up in XHTML format, including the tagged consolidated financial statements as included in the reporting package, have been prepared in all material aspects in accordance with the RTS on ESEF. Renewi plc Annual Report and Accounts 2024 161 Strategic report Governance report Financial statements Other information Independent auditor’s report to the members of Renewi plc continued Management is responsible for preparing the Annual Report and Accounts, including the financial statements, in accordance with the RTS on ESEF, whereby management combines the various components in a reporting package. Our responsibility is to obtain reasonable assurance for our conclusion on whether the Annual Report and Accounts in this reporting package, is in accordance with the requirements. We have taken into consideration what is stated in Alert 43. Our procedures included: • Obtaining an understanding of the entity’s financial reporting process, including the preparation of the annual financial report in XHTML-format; • Obtaining the reporting package and performing validations to determine whether the reporting package containing the inline XBRL instance document and XBRL extension taxonomy files have been prepared in accordance with the technical specifications; and • Examining the information related to the consolidated financial statements in the reporting package to determine whether all required taggings have been applied and whether they are in accordance with the RTS on ESEF. Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on our understanding of the Group and the industry in which it operates; discussion with management and those charged with governance, internal legal counsel, internal audit and obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations we considered the significant laws and regulations to be: • UK adopted international accounting standards; • UK, Dutch & Belgian tax legislation; • Listing Rules of the Financial Conduct Authority; • The Companies Act 2006; and • EU regulation regarding landfill and related taxes. The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be: • Health and safety legislation; • Environmental regulations related to the waste industry; • Employment law; • General Data Protection Regulations (GDPR); and • Bribery Act. Our procedures in respect of the above included: • Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations; • Review of litigation reports & summaries provided to the Audit Committee; • Review of internal audit reports (“Integrity reports”) during the year to identify material reports of non-compliance with laws and regulations; • Review of correspondence with regulatory and tax authorities for material instances of non-compliance with laws and regulations; • Review of financial statement disclosures and agreeing to supporting documentation; 162 Renewi plc Annual Report and Accounts 2024 • Involvement of tax specialists in the audit to assist with quantification of uncertain tax positions, deferred and current tax positions; • Specific enquiries with management & internal legal counsel; • Obtaining direct confirmations from the Group’s external legal advisors to assess incidence of non-compliance with relevant laws or regulation. Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: • Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; • Obtaining an understanding of the Group’s policies and procedures relating to: • Detecting and responding to the risks of fraud; and • Internal controls established to mitigate risks related to fraud. • Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; • Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; • Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; • Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these; and • Involvement of forensic specialists in the audit to assist in our risk assessment relating to fraud. Based on our risk assessment, we considered the areas most susceptible to fraud to be relating to management bias in determining accounting estimates and judgements (the most significant of which are outlined in our key audit matters above) and through the recording of inappropriate journal entries. Our procedures in respect of the above included: • Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; • Assessing significant estimates made by management for bias, refer to key audit matters for detail on audit procedures relating to the most significant accounting estimates; and • Detailed verification of consolidation level journal entries through enquiry with management and corroboration to supporting documents where relevant. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members (including component engagement teams) who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component engagement teams, we also reviewed the result of their work performed in this regard. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Mark Cardiff (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK 30 May 2024 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Renewi plc Annual Report and Accounts 2024 163 Strategic report Governance report Financial statements Other information 2024 Restated 2023 (note 3.3) Non-trading Non-trading & & exceptional exceptional Underlying items Total Underlying items Total Note €m €m €m €m €m €m Revenue 2,3.1 1,689.2 – 1,689.2 1,703.9 – 1,703.9 Cost of sales 3.3 (1,351.2) (4.6) (1,355.8) (1,352.6) (7.3) (1,359.9) Gross profit (loss) 338.0 (4.6) 333.4 351.3 (7.3) 344.0 Administrative expenses 3.3 (232.5) (3.3) (235.8) (219.6) 17.1 (202.5) Operating profit (loss) 2,3 105.5 (7.9) 97.6 131.7 9.8 141.5 Finance income 5.4 1.5 – 1.5 0.9 – 0.9 Finance charges 5.4 (39.5) – (39.5) (27.7) – (27.7) Share of results from associates and joint ventures 4.4 0.5 – 0.5 0.3 – 0.3 Profit (loss) before taxation 68.0 (7.9) 60.1 105.2 9.8 115.0 Taxation 3.4 (16.1) 1.2 (14.9) (30.8) 1.8 (29.0) Profit (loss) for the year from continuing operations 51.9 (6.7) 45.2 74.4 11.6 86.0 Discontinued Operations (Loss) profit for the year from discontinued operations 6.4 (3.5) (72.6) (76.1) 1.2 (20.6) (19.4) Profit (loss) for the year 48.4 (79.3) (30.9) 75.6 (9.0) 66.6 Attributable to: Owners of the parent 45.2 (79.3) (34.1) 71.9 (9.0) 62.9 Non-controlling interests 5.9 3.2 – 3.2 3.7 – 3.7 48.4 (79.3) (30.9) 75.6 (9.0) 66.6 (note 3.3) Earnings per share – total (loss) profit attributable to owners of the parent Note 2024 2023 cents cents Basic and diluted 3.5 (43) 79 Underlying basic and diluted 3.5 57 90 Earnings per share – profit from continuing operations attributable to owners of the parent Basic and diluted 3.5 53 104 Underlying basic and diluted 3.5 61 89 * The 2023 comparatives have been restated to reclassify discontinued operations and details are given in Section 1 Basis of preparation and note 6.4. The notes on pages 171 to 243 are an integral part of these consolidated financial statements. Consolidated Income Statement For the year ended 31 March 2024 Financial statements 164 Renewi plc Annual Report and Accounts 2024 Note Restated 2024 2023 €m €m Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign subsidiaries 5.6 (8.0) Exchange differences on translation of discontinued operations (7.8) 10.5 Fair value movement on cash flow hedges 5.5 3.1 (8.6) Fair value movement on cash flow hedges of discontinued operations 5.5 1.1 12.3 Deferred tax on fair value movement on cash flow hedges 3.4 (0.8) 2.3 Deferred tax on fair value movement on cash flow hedges of discontinued operations 3.4 (0.3) (1.6) Share of other comprehensive income of investments of discontinued operations accounted for using the equity method 4.4 0.1 0.3 1.0 7.2 Items that will not be reclassified to profit or loss: Actuarial loss on defined benefit pension schemes 7.2 (6.7) (15.5) Deferred tax on actuarial loss on defined benefit pension schemes 3.4 1.7 3.8 Fair value movement on unlisted investments through other comprehensive income 4.4 1.8 – Deferred tax on fair value movement on unlisted investments above 3.4 (0.1) – (3.3) (11.7) Other comprehensive (loss) income for the year, net of tax (2.3) (4.5) (Loss) profit for the year (30.9) 66.6 Total comprehensive (loss) income for the year (33.2) 62.1 Attributable to: Owners of the parent (36.4) 58.4 Non-controlling interests 3.2 3.7 Total comprehensive (loss) income for the year (33.2) 62.1 Total comprehensive income (loss) attributable to owners of the parent arising from: Continuing operations 46.6 56.3 Discontinued operations (83.0) 2.1 (36.4) 58.4 * The 2023 comparatives have been restated to reclassify discontinued operations and details are given in Section 1 Basis of preparation and note 6.4. The notes on pages 171 to 243 are an integral part of these consolidated financial statements. Consolidated Statement of Comprehensive Income For the year ended 31 March 2024 Renewi plc Annual Report and Accounts 2024 165 Strategic report Governance report Financial statements Other information Note 31 March 2024 31 March 2023 €m €m Assets Non-current assets Goodwill and intangible assets 4.1 633.5 636.3 Property, plant and equipment 4.2 618.7 617.9 Right-of-use assets 4.3 253.9 253.1 Investments in joint ventures and associates (restated) 4.4 9.0 10.2 Other investments (restated) 4.4 17.7 4.6 Loans to associates and joint ventures 4.4 0.4 0.2 Financial assets relating to PPP contracts 4.5 – 123.4 Derivative financial instruments 5.5 0.1 1.2 Other receivables 4.8 1.1 3.7 Deferred tax assets 3.4 28.0 35.6 1,562.4 1,686.2 Current assets Inventories 4.7 23.4 25.2 Investments 4.4 – 10.9 Loans to associates and joint ventures 4.4 0.6 0.8 Financial assets relating to PPP contracts 4.5 – 7.6 Trade and other receivables 4.8 245.6 289.6 Derivative financial instruments 5.5 1.3 0.4 Current tax receivable 6.2 1.5 Cash and cash equivalents – including restricted cash 5.2 79.0 62.7 356.1 398.7 Assets classified as held for sale 6.3 137.7 0.6 493.8 399.3 Total assets 2,056.2 2,085.5 Liabilities Non-current liabilities Borrowings 5.3 (574.4) (681.6) Derivative financial instruments 5.5 – (2.6) Other non-current liabilities 4.9 (11.0) (34.7) Defined benefit pension schemes deficits 7.2 (12.9) (9.3) Provisions 4.10 (177.5) (298.2) Deferred tax liabilities 3.4 (44.9) (46.4) (820.7) (1,072.8) * Restated to show investments in joint ventures and associates separately with details given in Section 1 Basis of preparation and note 4.4. Consolidated Balance Sheet As at 31 March 2024 Financial statements continued 166 Renewi plc Annual Report and Accounts 2024 Consolidated Balance Sheet continued As at 31 March 2024 Ben Verwaayen Chairman Annemieke den Otter Chief Financial Officer Note 31 March 2024 31 March 2023 €m €m Current liabilities Borrowings 5.3 (120.6) (66.8) Derivative financial instruments 5.5 – (1.9) Trade and other payables 4.9 (473.9) (521.8) Current tax payable (20.5) (31.2) Provisions 4.10 (21.5) (43.7) (636.5) (665.4) Liabilities of disposal group classified as held for sale 6.4 (285.0) – (921.5) (665.4) Total liabilities (1,742.2) (1,738.2) Net assets 314.0 347.3 Issued capital and reserves attributable to the owners of the parent Share capital 5.9 100.1 99.8 Share premium 5.9 474.5 474.1 Exchange reserve 5.9 (14.4) (12.2) Retained earnings 5.9 (259.2) (224.5) 301.0 337.2 Non-controlling interests 5.9 13.0 10.1 Total equity 314.0 347.3 * Restated to show investments in joint ventures and associates separately with details given in Section 1 Basis of preparation and note 4.4. The notes on pages 171 to 243 are an integral part of these consolidated financial statements. The Financial Statements on pages 164 to 243 were approved by the Board of Directors and authorised for issue on 30 May 2024. They were signed on its behalf by: Renewi plc Annual Report and Accounts 2024 167 Strategic report Governance report Financial statements Other information Note Non- Share Share Exchange Retained controlling Total capital premium reserve earnings interests equity €m €m €m €m €m €m Balance at 1 April 2023 99.8 474.1 (12.2) (224.5) 10.1 347.3 (Loss) profit for the year – – – (34.1) 3.2 (30.9) Other comprehensive income (loss): Exchange loss on translation of foreign subsidiaries – – (2.2) – – (2.2) Fair value movement on cash flow hedges 5.5 – – – 4.2 – 4.2 Actuarial loss on defined benefit pension schemes 7.2 – – – (6.7) – (6.7) Fair value movement on unlisted investments 4.4 – – – 1.8 – 1.8 Tax in respect of other comprehensive income items 3.4 – – – 0.5 – 0.5 Share of other comprehensive income of investments accounted for using the equity method 4.4 – – – 0.1 – 0.1 Total comprehensive (loss) income for the year – – (2.2) (34.2) 3.2 (33.2) Dividend paid to non-controlling interests 5.9 – – – – (0.3) (0.3) Share-based compensation 7.3 – – – 1.2 – 1.2 Proceeds from exercise of employee options 5.9 0.3 0.4 – – – 0.7 Own shares purchased by the Employee Share Trust 5.9 – – – (1.7) – (1.7) Balance as at 31 March 2024 100.1 474.5 (14.4) (259.2) 13.0 314.0 Balance at 1 April 2022 99.5 473.8 (14.7) (276.9) 7.0 288.7 Profit for the year – – – 62.9 3.7 66.6 Other comprehensive income (loss): Exchange gain on translation of foreign subsidiaries – – 2.5 – – 2.5 Fair value movement on cash flow hedges 5.5 – – – 3.7 – 3.7 Actuarial loss on defined benefit pension schemes 7.2 – – – (15.5) – (15.5) Tax in respect of other comprehensive income items 3.4 – – – 4.5 – 4.5 Share of other comprehensive income of investments accounted for using the equity method 4.4 – – – 0.3 – 0.3 Total comprehensive income for the year – – 2.5 55.9 3.7 62.1 Dividend paid to non-controlling interests 5.9 – – – – (0.6) (0.6) Share-based compensation 7.3 – – – 2.7 – 2.7 Movement on tax arising on share-based compensation – – – (0.9) – (0.9) Proceeds from exercise of employee options 5.9 0.3 0.3 – – – 0.6 Own shares purchased by the Employee Share Trust 5.9 – – – (5.3) – (5.3) Balance as at 31 March 2023 99.8 474.1 (12.2) (224.5) 10.1 347.3 The notes on pages 171 to 243 are an integral part of these consolidated financial statements. Consolidated Statement of Changes in Equity For the year ended 31 March 2024 Financial statements continued 168 Renewi plc Annual Report and Accounts 2024 Note Restated 2024 2023 €m €m Profit before tax from continuing operations 60.1 115.0 Finance income (1.5) (0.9) Finance charges 39.5 27.7 Share of results from associates and joint ventures (0.5) (0.3) Operating profit from continuing operations 97.6 141.5 Operating loss from discontinued operations 6.4 (60.0) (20.1) Impairment of non-current assets within disposal group 6.4 63.5 – Amortisation and impairment of intangible assets 4.1 12.4 10.5 Depreciation and impairment of property, plant and equipment 4.2 71.3 69.5 Depreciation and impairment of right-of-use assets 4.3 53.2 49.1 Impairment of investment in associate 4.4 – 0.9 Net gain on disposal of property, plant and equipment and intangible assets (1.9) (3.0) Portfolio management and provision movements in non-trading and exceptional items 3.3 (13.2) 19.9 Net decrease in provisions 4.10 (20.4) (34.1) Payment related to committed funding of the defined benefit pension schemes 7.2 (3.5) (3.5) Share-based compensation 7.3 1.2 2.7 Operating cash flows before movement in working capital 200.2 233.4 Increase in inventories (1.2) (2.1) Decrease (increase) in receivables 4.8 15.7 (12.2) Decrease in payables 4.9 (9.7) (9.5) Cash flows from operating activities 205.0 209.6 Income tax paid (36.3) (21.2) Net cash inflow from operating activities 168.7 188.4 Investing activities Purchases of intangible assets 4.1 (13.3) (9.9) Purchases of property, plant and equipment 4.2 (86.1) (115.0) Proceeds from disposals of property, plant and equipment 4.2 20.2 6.8 Acquisition of subsidiary, net of cash acquired 6.1 (1.4) (53.5) Disposal of subsidiary and business assets net of acquisition of business assets 6.2, 3.3 1.6 1.1 Net movements in associates, joint ventures and other short-term investments (0.2) (1.3) Outflows in respect of PPP arrangements under the financial asset model net of capital received 5.9 6.0 Finance income 10.8 10.6 Net cash outflow from investing activities (62.5) (155.2) * The 2023 comparatives have been restated to reclassify discontinued operations and details are given in Section 1 Basis of preparation and note 6.4. Consolidated Statement of Cash Flows For the year ended 31 March 2024 Renewi plc Annual Report and Accounts 2024 169 Strategic report Governance report Financial statements Other information Financial statements continued Note Restated 2024 2023 €m €m Financing activities Finance charges and loan fees paid (41.9) (31.3) Investment in own shares by the Employee Share Trust 5.9 (1.7) (5.3) Proceeds from share issues 5.9 0.7 0.6 Dividend paid to non-controlling interest 5.9 (0.3) (0.6) Repayment of retail bonds 5.1 – (100.0) Proceeds from bank borrowings 5.1 439.5 565.0 Repayment of bank borrowings 5.1 (402.1) (405.6) Repayment of PPP debt 5.1 (5.3) (8.1) Repayments of obligations under lease liabilities 5.1 (55.3) (47.5) Net cash outflow from financing activities (66.4) (32.8) Net increase in cash and cash equivalents 39.8 0.4 Effect of foreign exchange rate changes 1.0 (1.3) Cash and cash equivalents at the beginning of the year 62.7 63.6 Cash and cash equivalents at the end of the year 103.5 62.7 Cash and cash equivalents at the end of the year Cash and cash equivalents – relating to continuing operations 5.2 79.0 62.7 Cash and cash equivalents – within assets held for sale 6.4 24.5 – 103.5 62.7 * The 2023 comparatives have been restated to reclassify discontinued operations and details are given in Section 1 Basis of preparation and note 6.4. The notes on pages 171 to 243 are an integral part of these consolidated financial statements. Consolidated Statement of Cash Flows continued For the year ended 31 March 2024 170 Renewi plc Annual Report and Accounts 2024 SECTION 1. Basis of preparation This section provides general information about the Group and the accounting policies that apply to the consolidated financial statements as a whole. Accounting policies that are specific to a particular note are provided within the note to which they relate. This section also details the new or amended accounting standards adopted during the year, as well as the anticipated impact of future changes to accounting standards that are not yet effective. Renewi plc is a public limited company listed on the London Stock Exchange with a secondary listing on Euronext Amsterdam. Renewi plc is incorporated and domiciled in Scotland under the Companies Act 2006, registered number SC077438 and the address of the registered office is given on page 275. The nature of the Group’s operations and its principal activities are set out in section 2. The consolidated financial statements of the Group are prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments, other receivables relating to invoice finance facilities, share-based payments, plan assets within pension schemes, unlisted investments and investment funds which are stated at fair value. The accounting policies adopted in the consolidated financial statements have been consistently applied across the periods. The Group has applied all accounting standards and interpretations issued relevant to its operations and effective for accounting periods beginning on 1 April 2023. The consolidated financial statements are presented in Euros and all amounts are rounded to the nearest €0.1m unless otherwise stated. Going concern The Directors have adopted the going concern basis in preparing these consolidated financial statements after assessing the Group’s principal risks including an assessment of the impact of adverse macroeconomic conditions and the funding required for the UK Municipal divestment. The Directors have carried out a comprehensive assessment of the Group’s ability to continue as a going concern. This assessment has involved the review of medium-term cash flow and covenant modelling over a 24-month period to 31 March 2026. This includes expectations on the future economic environment as well as other principal risks associated with the Group’s ongoing operations including the expected cash outflow including transaction costs of €154m on the completion of the UK Municipal divestment and the planned repayment of €75m retail bonds in July 2024 and €10m EUPP repayment in December 2025. The assessment includes a base case scenario setting out the Directors’ current expectations of future trading and a downside scenario to assess the potential impact on the Group’s future financial performance. The key judgement in both scenarios is the possibility of weaker macroeconomic conditions, delivery of the year on year profit enhancements together with the Group’s ability to finance the funding of the UK Municipal exit and settle all other funding repayments as they fall due. The repayment of the €75m retail bond in July 2024 will be financed by drawdown on the Group’s revolving credit facility whilst retaining significant liquidity headroom. As set out in the borrowings section, the Group had unutilised committed borrowings of €226.5m at 31 March 2024 available for drawdown subject to the financial covenants. The key financial covenants are leverage ratio which is based on net debt to covenant defined EBITDA and interest cover which is the ratio of covenant defined interest to covenant defined EBIT. The funding for the UK Municipal divestment is forecast to be required in September 2024 and to ensure sufficient headroom is in place the Group has obtained a signed commitment letter for a €120m bridge facility with three of its existing lenders. On completing the relevant facility agreements that will be based on the Group’s existing green finance facility agreement and covenants, the bridge facility will be available for drawdown as and when required and is expected to be in place by July 2024. In addition to this, the Group will continue to utilise its invoice discounting facility whereby certain of its trade receivables are sold for an upfront cash payment on a regular basis as disclosed in note 4.8 in the consolidated financial statements. Post this transaction in the base case the Group has sufficient liquidity and headroom in its banking facilities and no covenants are breached at any of the forecast testing dates. The downside scenario includes significantly weaker macroeconomic conditions leading to volume declines below the forecast economic outlook in all our territories in the current year and into FY26. Other downsides include a decline in recyclate prices from the current levels to below long-term averages along with operational downtime in some of our plants and reduced delivery of additional cost savings and operational improvements. These adverse factors before any mitigating actions reduce FY25 and FY26 underlying EBIT by 33% and 30% respectively compared to the base case. A number of mitigating actions have been applied to our downside modelling reducing the underlying EBIT shortfall in FY25 to 16% lower than the base case. These include the postponement of growth capital expenditure, reduction in certain SG&A costs and central contingencies and the rephasing of certain project costs. In this downside scenario the Group retains sufficient liquidity headroom in its banking facilities. The leverage covenant is not breached at any of the forecast testing dates. The interest cover covenant falls close to its covenant level at March 2025 and then starts to increase throughout FY26. There are other possible restructuring programmes under consideration that could be instigated which have not been included in this downside scenario. Given that the interest cover covenant ends up close to its covenant level in the downside scenario a reverse stress test calculation has not been performed. Notes to the financial statements Renewi plc Annual Report and Accounts 2024 171 Strategic report Governance report Financial statements Other information SECTION 1. Basis of preparation continued Having considered all the key judgements around the financial projections, including the availability of financing and the achievability of mitigating actions included and other levers not included, the Directors confirm they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to meet all banking covenants. In accordance with Provision 31 of the UK Corporate Governance Code, the Directors have also assessed the prospects and financial viability of the Company for a period longer than the 12 months from the approval of the financial statements required in the going concern assessment. Further details are provided in the Viability Statement on page 77. Changes in presentation Discontinued operations – On 28 September 2023 the Group announced that a comprehensive review of the UK Municipal business was being undertaken, and it was exploring a range of options to achieve an exit from this segment. Towards the end of March 2024, the Board decided to pursue a conclusion with the preferred party and as a result, on 30 May 2024, the Group has entered into a binding agreement to sell UK Municipal to Biffa Limited, a leading UK-wide integrated waste management business. The criteria for asset held for sale have been met after the Board meeting in March 2024 and therefore the UK Municipal assets and liabilities are presented as held for sale. The UK Municipal disposal (previously reported within the Specialities division) meets the definition of a discontinued operation as stated in IFRS 5 Non-current assets held for sale and discontinued operations, therefore the net results are presented as discontinued operations in the Income Statement and the prior year Income Statement, Statement of Comprehensive Income, Statement of Cash Flows and related notes have been restated. Investments in joint ventures and associates – in the prior year the investments in joint ventures and associates were combined with other unlisted investments on the face of the balance sheet under the heading ‘Investments’ and only shown separately within note 4.4. In the current year management have improved the disclosure by showing investments in joint ventures and associates separately on the face of the balance sheet . Adoption of new and revised accounting standards No accounting standards, amendments or revisions to existing standards or interpretations have been effective which had a significant impact on the Group’s consolidated financial results or position. The amendment to IAS 1 Disclosure of Accounting Policies requires companies to disclose their material accounting policy information rather than their significant accounting policies. The result of applying the amended requirements is to reduce the volume of accounting policies disclosed. New standards and interpretations not yet adopted Standards and interpretations issued by the International Accounting Standards Board (IASB) are only applicable if endorsed by the UK Endorsement Board (UKEB). At the date of approval of these financial statements there were no new IFRSs or IFRS Interpretation Committee interpretations which were early adopted by the Group. The following amendments are effective for the period beginning 1 April 2024: • IAS 7/IFRS 7 (Amendment – Disclosure of Supplier Finance Arrangements) • IFRS 16 (Amendment – Lease Liability in a Sale and Leaseback) • IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current) • IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants) The following amendments are effective for the period beginning 1 April 2025: • IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment – Lack of Exchangeability) The Group does not expect a significant impact from any of the new accounting standards and amendments. Notes to the financial statements continued 172 Renewi plc Annual Report and Accounts 2024 SECTION 1. Basis of preparation continued Basis of consolidation The consolidated financial statements incorporate the financial statements of Renewi plc (the Company), all its subsidiary undertakings (subsidiaries) and the Group’s interests in joint ventures, associates and joint operations. Subsidiaries are entities which are directly or indirectly controlled by the Group. Control exists where 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 over the entity. Where there is a non-controlling interest this is identified separately from the Group’s equity. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with those used by the Group. The results of subsidiaries acquired or sold during the year are included in the consolidated financial statements from or up to the date control passes. All intra-group transactions, balances, income and expenses are eliminated on consolidation. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. An associate is an entity, other than a subsidiary or joint venture, over which the Group has significant influence. Significant influence is the power to participate in the financial and operating decisions of an entity but is not in control or joint control over those policies. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost or, in the case of a disposal of the majority shareholding, at fair value. The cumulative post-acquisition profits or losses and movements in Other Comprehensive Income are adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds the carrying amount of the joint venture or associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate. Accounting policies of associates and joint ventures have been adjusted where necessary to ensure consistency with the policies of the Group. Where the Group is party to a jointly controlled operation, the Group proportionately accounts for its share of the income and expenditure, assets and liabilities and cash flows on a line-by-line basis in the consolidated financial statements. Other investments in entities that are neither associates, joint ventures nor subsidiaries are held at fair value through profit or loss except for the other unlisted investments that the Group has elected to hold at fair value through Other Comprehensive Income. Foreign currencies 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 results and financial position of all the Group entities that have a functional currency different from the presentation currency of the Group are translated as follows: • monetary assets and liabilities at each balance sheet date are translated into Euros at the closing year end exchange rate; • income and expenses in each Income Statement are translated into Euros at the average rate of exchange for the month in which they occur; and • equity items are translated at the historical rate being the average rate of exchange in the year when the transaction occurred. The resulting exchange differences in relation to the Sterling denominated entities are recognised in the exchange reserve in Other Comprehensive Income. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss. In addition to the Group’s presentational currency of Euros, the most significant currency for the Group is Sterling, with the closing rate on 31 March 2024 of €1: £0.855 (2023: €1: £0.879) and an average rate for the year ended 31 March 2024 of €1: £0.866 (2023: €1: £0.870). Cumulative exchange differences are recognised in the Income Statement in the year in which a non-Euro denominated subsidiary undertaking is sold. The Group applies the hedge accounting principles of IFRS 9 Financial Instruments relating to net investment hedging to offset the exchange differences arising on foreign currency denominated borrowings with the translation of foreign operations. Net investment hedges are accounted for by recognising exchange rate movements in the exchange reserve, with any hedge ineffectiveness being charged to the Income Statement in the period the ineffectiveness arises. Critical accounting judgements and estimates The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenditure. The areas involving a higher degree of judgement or complexity are set out below and in more detail in the related notes. Critical estimates are defined as those that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The estimates and associated assumptions are based on factors including historical experience and expectations of future events that are considered to be relevant and reasonable. These estimates, assumptions and judgements are reviewed on an ongoing basis . Renewi plc Annual Report and Accounts 2024 173 Strategic report Governance report Financial statements Other information SECTION 1. Basis of preparation continued Judgements in applying the Group’s accounting policies Use of alternative performance measures – The Group uses alternative performance measures as we believe these measures provide additional useful information on the underlying trends, performance and position of the Group. These underlying measures are used by the Group for internal performance analysis and incentive compensation arrangements for employees. The term ‘underlying’ refers to the relevant measure being reported for continuing operations excluding non-trading and exceptional items. These include underlying earnings before interest and tax (underlying EBIT), underlying profit before tax, underlying profit after tax, underlying earnings per share and underlying EBITDA (earnings before interest, tax, depreciation and amortisation). The terms ‘EBIT’, ‘EBITDA’, ‘exceptional items’, ‘adjusted’ and ‘underlying’ are not defined terms under IFRS and may therefore not be comparable with similarly titled profit measures reported by other companies. These measures are not intended to be a substitute for, or superior to, GAAP measurements of profit. A full list of alternative performance measures together with reconciliations are set out in note 8.3. Non-trading and exceptional items – In establishing which items are disclosed separately as non-trading and exceptional to enable a better understanding of the underlying financial performance of the Group, management exercise judgement in assessing the size, nature or incidence of specific items. A policy for non-trading and exceptional items is followed consistently and is submitted to the Audit Committee for annual review. See note 3.3 for further details of the costs included within this category. Assets held for sale and discontinued operations – Management has used judgement to determine that the criteria of IFRS 5 Non-current assets held for sale and discontinued operations have been met, as at 31 March 2024, for the intended disposal of the UK Municipal business that was underway. Management judgement has also been used when determining whether to include certain current assets and current liabilities within the UK Municipal disposal group held for sale and in considering the appropriate treatment of the additional pre-tax loss on remeasurement of the assets held for sale of €63.5m. It is expected that an excess payment is made to the purchaser, therefore there is an impairment under IFRS 5 above the net liability position. This is first allocated to all in IFRS 5 scope non-current assets. IFRS 5 does not provide any guidance regarding how to account for any excess of impairment where in-scope non-current assets are already fully written down. An accounting policy has been adopted where the excess impairment is allocated to the non-current financial assets relating to PPP contracts. Key sources of estimation uncertainty Landfill related provisions – The Group has landfill related provisions of €161.9m (2023: €164.5m). These provisions are long term in nature and are recognised at the net present value of the best estimate of the likely future cash flows to settle the Group’s obligations. The period of aftercare post-closure and the level of costs expected are uncertain and could be impacted by changes in inflation, legislation and technology and can vary significantly from site to site. The timings of cash outflows are uncertain and have been based on management’s latest expectations. A discount rate is applied to recognise the time value of money and is unwound over the life of the provision. Details of the discount rates used and sensitivity assumptions are set out in note 4.10. Onerous contract provisions – Onerous contract provisions arise when the unavoidable costs of meeting contractual obligations exceed the cash flows expected. The Group has total onerous contract provisions of €131.2m (2023: €141.9m), including those disclosed within disposal group held for sale, which have been provided for at the lower of the net present value of either exiting the contract or fulfilling our obligations under the contract. The most significant component of these provisions relates to UK Municipal PPP contracts which amount to €129.5m (2023: €139.3m), which have now been transferred to the disposal group as shown in note 6.4. The provisions have been based on the best estimate of likely future cash flows including assumptions on inflationary increases, tonnage inputs, off-take availability and recyclates pricing. The contracts include revenue inflationary clauses which together with cost inflation are sources of estimation uncertainty. A discount rate is applied to recognise the time value of money and is unwound over the life of the provision. Further details including the discount rates used and sensitivity assumptions are set out in note 6.4. Taxation – In the first instance management will always use deferred tax liabilities, relating to the same tax authority and the same taxable entity, that are already recognised as a source of taxable profits. The recognition of deferred tax assets in excess of the reversal of deferred tax liabilities, particularly in respect of tax losses, is based upon management’s judgement in the calculation of the probable expected taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. In respect of tax losses, the time expiry period, if any, is also taken into account in the calculation. The Group assesses the availability of future taxable profits using available long-term forecasts. The predictability of income streams is taken into consideration in the recognition of deferred tax assets. The longest period of forecasts used to calculate deferred tax recovery is ten years. This period reflects management’s estimate of the higher probability profit streams due to income streams from internal receivables which are highly predictable and likely to continue for the foreseeable future. The intention is to avoid the recognition of a deferred tax asset that is not ultimately recovered. Provisions have been recognised where necessary in respect of any uncertain tax positions in the Group, including uncertainty over whether the relevant tax authority will accept the tax treatment and are based upon management’s evaluation of the potential outcomes of the relevant discussions with the tax authorities. Further details on sensitivity assumptions are set out in note 3.4. Notes to the financial statements continued 174 Renewi plc Annual Report and Accounts 2024 SECTION 1. Basis of preparation continued Other areas of focus Whilst not considered to be critical accounting judgements or key sources of estimation uncertainty, the following are areas of focus for management: Assumptions used to determine the recoverable amount of goodwill and other assets – Impairment testing of goodwill is carried out annually at a cash generating unit (CGU) level. The Group estimates the recoverable amount of a CGU using a value in use model which involves an estimation of future cash flows and applying appropriate discount and long-term growth rates. The future cash flows are derived from approved forecasts which have taken into account current and forecast economic conditions. Details of the key assumptions and sensitivity analysis are given in note 4.1. The Group assesses the impairment of tangible assets, intangible assets and investments whenever there is reason to believe that the carrying value may exceed the fair value and where a permanent impairment in value is anticipated. The determination of whether the impairment of these assets is necessary involves the use of estimates that include, but is not limited to, the analysis of the cause, the timing and expected future cash flows. Assumptions used to determine the carrying amount of the Group’s defined benefit pension schemes – The calculation of the present value of the defined benefit pension schemes is determined by using actuarial valuations based on assumptions including discount rate, life expectancy and inflation rates. The principal assumptions used to measure the schemes’ liabilities, sensitivities to changes in those assumptions and future funding obligations are set out in note 7.2. Waste disposal cost accruals – Management have used judgement in determining the value of disposal cost accruals with a carrying amount included in accruals and other payables of €45.3m (2023: €51.8m). Included in this is €20.2m (2023: €21.1m) relating to previously processed soil and other materials at ATM. The value is determined by management’s best estimate after carrying out an assessment of the cost per tonne to dispose of the waste based on historical transactions, signed contracts, discussions with potential customers and knowledge of the market, as in some cases there is no observable market data. Management carry out sensitivity analysis on a range of potential outcomes and an increase or reduction of the cost per tonne by 10% would impact the ATM accrual by €2.0m. It is expected that the disposal of certain components will take longer than 12 months and consequently €11m has been recorded as a non-current liability. Consideration of climate change – In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of the risks identified as part of the work on the Taskforce for Climate-related Financial Disclosures (TCFD) disclosures on pages 78 to 89. Sustainability is recognised as a growth driver for Renewi, directly aligned to its purpose to protect the world by giving life to used materials, and is considered in all key decisions across all management levels. The Directors have commenced a pilot quantitative exercise based on certain risks identified in the TCFD disclosures and now have models that greatly enhance our understanding of the potential impact of these risks on revenue and operating costs, where relevant. Physical climate change poses risks to our operations and supply chain. However, mitigation measures are either already in place, or are in the process of being further developed. In response to increased impacts from extreme heat, we continually invest to avoid and mitigate the impact of fires as one of the greatest operational risks in the waste industry. These investments are in processes and systems of fire prevention, detection, and suppression. Climate change is not considered to have a material adverse impact on the financial reporting judgements and estimates. In particular, the impact of climate change has been considered in respect of the following areas in both the medium and long term: • Going concern and viability of the Group over the next five years • Cash flow forecasts used in the impairment assessments of non-current assets including goodwill, customer contracts and deferred tax assets • Carrying value and useful economic lives of property, plant and equipment. The Directors are aware of the ever-changing risk of climate change and will regularly assess these risks against judgements and estimates made in preparation of the Group’s financial statements. Renewi plc Annual Report and Accounts 2024 175 Strategic report Governance report Financial statements Other information SECTION 2. Segmental information This section shows the performance, net assets and other information on a segmental basis. The Group’s segmental reporting reflects the management structure which is aligned with the core activities of the Group. The Group’s chief operating decision maker is considered to be the Board of Directors. The Group’s reportable segments are determined with reference to the information provided to the Board of Directors, in order for it to allocate the Group’s resources and to monitor the performance of the Group. These segments are unchanged from March 2023 and are set out below. Commercial Waste Collection and treatment of commercial waste in the Netherlands and Belgium. Mineralz & Water Decontamination, stabilisation and re-use of highly contaminated materials to produce certified secondary products for the construction industry in the Netherlands and Belgium. Specialities Processing plants focusing on recycling and diverting specific waste streams. The continuing operations are in the Netherlands, Belgium, France and Portugal, with the UK operations classified as discontinued in the year. Group central services Head office corporate function. The profit measure the Board of Directors uses to evaluate performance is underlying EBIT. The Group accounts for inter-segment trading on an arm’s length basis. The Commercial Waste reportable segment includes the Netherlands Commercial Waste and Belgium Commercial Waste operating segments which have been aggregated and reported as one reportable segment as they operate in similar markets in relation to the nature of the products, services, processes and type of customer. Revenue Restated 2024 2023 €m €m Netherlands Commercial Waste 911.5 932.0 Belgium Commercial Waste 476.2 468.4 Intra-segment (3.0) (3.1) Commercial Waste 1,384.7 1,397.3 Mineralz & Water 181.6 190.9 Specialities 175.2 160.2 Inter-segment revenue (52.3) (44.5) Total revenue from continuing operations 1,689.2 1,703.9 * The comparatives have been restated to classify the UK Municipal segment (previously reported within the Specialities segment) as a discontinued operation. Notes to the financial statements continued 176 Renewi plc Annual Report and Accounts 2024 SECTION 2. Segmental information continued Results Restated 2024 2023 €m €m Netherlands Commercial Waste 52.9 76.9 Belgium Commercial Waste 45.6 52.4 Commercial Waste 98.5 129.3 Mineralz & Water 9.6 0.5 Specialities 16.3 15.9 Group central services (18.9) (14.0) Underlying EBIT from continuing operations 105.5 131.7 Non-trading and exceptional items (note 3.3) (7.9) 9.8 Operating profit from continuing operations 97.6 141.5 Finance income (note 5.4) 1.5 0.9 Finance charges (note 5.4) (39.5) (27.7) Share of results from associates and joint ventures 0.5 0.3 Profit before taxation and discontinued operations 60.1 115.0 * The comparatives have been restated to classify the UK Municipal segment (previously reported within the Specialities segment) as a discontinued operation. Net Assets Tax, net Total Commercial Mineralz & Group central debt and continuing Discontinued Waste Water Specialities services derivatives operations operations Total €m €m €m €m €m €m €m €m 31 March 2024 Gross non-current assets 1,148.0 257.7 84.6 44.0 28.1 1,562.4 – 1,562.4 Gross current assets 200.7 26.5 39.6 8.2 86.5 361.5 132.3 493.8 Gross liabilities (392.2) (212.7) (42.9) (49.0) (760.4) (1,457.2) (285.0) (1,742.2) Net assets (liabilities) 956.5 71.5 81.3 3.2 (645.8) 466.7 (152.7) 314.0 31 March 2023 Gross non-current assets 1,143.8 262.6 211.1 31.9 36.8 1,686.2 – 1,686.2 Gross current assets 206.6 35.2 75.0 17.9 64.6 399.3 – 399.3 Gross liabilities (379.3) (216.5) (239.0) (72.9) (830.5) (1,738.2) – (1,738.2) Net assets (liabilities) 971.1 81.3 47.1 (23.1) (729.1) 347.3 – 347.3 Renewi plc Annual Report and Accounts 2024 177 Strategic report Governance report Financial statements Other information SECTION 2. Segmental information continued Other disclosures Total Group central continuing Discontinued Commercial Waste Mineralz & Water Specialities services operations operations Total €m €m €m €m €m €m €m 2024 Capital additions: Property, plant and equipment 62.2 7.6 11.2 1.6 82.6 – 82.6 Right-of-use assets 51.9 4.1 2.7 6.4 65.1 1.5 66.6 Intangible assets – 7.2 – 4.4 11.6 0.1 11.7 Depreciation charge: Property, plant and equipment 50.3 11.5 5.8 1.6 69.2 0.1 69.3 Right-of-use assets 40.9 3.4 2.2 5.0 51.5 0.6 52.1 Amortisation of intangibles 5.9 0.9 0.8 4.7 12.3 0.1 12.4 Impairment charge: Property, plant and equipment 0.5 2.2 0.1 – 2.8 – 2.8 Right-of-use assets – – – – – 1.1 1.1 Reversal of impairment charge: Property, plant and equipment (0.8) – – – (0.8) – (0.8) Non-trading and exceptional items before tax 2.4 2.3 0.9 2.3 7.9 61.1 69.0 Notes to the financial statements continued 178 Renewi plc Annual Report and Accounts 2024 SECTION 2. Segmental information continued Other disclosures continued Total Restated Restated Group central continuing Discontinued Commercial Waste Mineralz & Water Specialities services operations operations Total €m €m €m €m €m €m €m 2023 Capital additions: Property, plant and equipment 86.4 13.4 15.3 2.8 117.9 – 117.9 Right-of-use assets 40.2 10.0 1.8 2.6 54.6 2.8 57.4 Intangible assets – 1.7 – 7.0 8.7 – 8.7 Depreciation charge: Property, plant and equipment 49.9 13.9 4.3 1.5 69.6 0.2 69.8 Right-of-use assets 36.3 3.1 2.7 4.6 46.7 0.6 47.3 Amortisation of intangibles 5.1 0.9 0.8 3.5 10.3 0.2 10.5 Impairment charge: Property, plant and equipment 1.7 – – – 1.7 – 1.7 Right-of-use assets 1.0 – – – 1.0 1.3 2.3 Investment in associate – – – – – 0.9 0.9 Reversal of impairment charge: Property, plant and equipment – – (2.0) – (2.0) – (2.0) Right-of-use assets (0.5) – – – (0.5) – (0.5) Non-trading and exceptional items before tax (5.4) (0.5) (1.2) (2.7) (9.8) 20.4 10.6 * The comparatives have been restated to classify the UK Municipal segment (previously reported within the Specialities segment) as a discontinued operation. Geographical information The Group’s segment assets (non-current assets being intangible assets, property plant and equipment, right-of-use assets, investments and loans to associates and joint ventures) by geographical location are detailed below: 2024 2023 €m €m Netherlands 1,105.8 1,110.6 Belgium 391.3 385.5 UK – 5.5 France 19.6 17.4 Portugal 5.2 3.3 Other 11.3 – Segment assets 1,533.2 1,522.3 Renewi plc Annual Report and Accounts 2024 179 Strategic report Governance report Financial statements Other information SECTION 3. Operating profit and tax This section contains the notes that relate to the results and performance of the Group during the year, along with the related accounting policies that have been applied. 3.1 Revenue recognition The Group applies IFRS 15 Revenue from Contracts with Customers which requires companies to apportion revenue from customer contracts to separate performance obligations and recognise revenue as these performance obligations are satisfied. The majority of the Group’s revenue is generated from the performance obligation to the customer to either collect and process the waste or process the waste. In the Commercial Waste segment, where the contract with a customer includes the collection of waste with a positive value and in the Specialities segment where a customer is paid a compensation based on the composition of the waste processed, the transaction price includes an element of non-cash consideration. This increases revenue with a corresponding increase in cost of sales for the value of the waste collected or compensation paid with no impact on operating profit. Accounting policy Under IFRS 15 revenue is defined as income arising in the course of the Group’s waste collection and processing activities, and is recognised when the control of goods or services is transferred and is allocated to individual performance obligations. Revenue represents the fair value of consideration received or receivable for goods and services provided in the normal course of business, including landfill tax but excluding sales taxes and inter-company sales. Revenue is recognised either at a point in time when the goods or services are transferred or over time. Revenue is recognised over time when the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group provides the goods or services or when there is an enforceable right to payment for performance completed to date. In most cases the Group’s revenue is not subject to conditions that would imply a variable consideration. There is a limited number of contracts with variable consideration where revenue is only recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Revenue recognition criteria for the key types of services have been examined, determined and documented on a divisional level, based on the general and specific contracts with customers and are as follows: • Inbound revenue relates to the collection and/or processing of waste. The transaction price is based on contractually agreed prices for collecting and processing the waste and differs depending upon the nature of the contract – contracts can be an all-in-tariff, split between rent, processing and transport or a price per tonne basis for different types of waste. Due to the very short time period between the start and completion of the performance obligations (usually on the same day), the revenue recognition and the allocation of the transaction price over performance obligations is usually straightforward and dependent on the daily collection and processing of the waste. – Waste collection services: revenue is recognised at the point in time when the waste is delivered to transfer stations or to a third-party processing facility. – Waste processing services: where the Group’s revenue contracts include an obligation to process waste, revenue is recognised over time based on the percentage of the processing service or activity that has been undertaken and there is an enforceable right to payment for the performance completed. Where the waste processing has a very short cycle then revenue is recognised at the point in time when the waste is processed. • Outbound revenue relates to the sale of recyclate materials and products from processing waste and the generation of power. The transaction price is agreed with the customer either in a contract or in relation to a market index and is charged based on tonnage or kilowatt hour, and in some situations will include an additional charge for transport services. – Sale of recyclate materials and products from processing waste: revenue is based on contractually agreed prices and is recognised at a point in time when control of the asset is transferred to the buyer. – Income from power generation: for gas produced by processes at anaerobic digestion facilities and landfill sites revenue is recognised at a point in time based on the volumes of energy produced and an estimation of the amount to be received. • On-site revenue relates to activities and services provided to the customer on their own site, mainly cleaning services at customer installations. The transaction price can be a contracted lump sum or is charged by applying a fixed price per hour, litre or item depending on the nature of the contract. • Other includes charges for sundry low value packing materials, waste advisory services to support customers with waste collection and treatment activities and preservation and maintenance of waste treatment facilities. Notes to the financial statements continued 180 Renewi plc Annual Report and Accounts 2024 SECTION 3. Operating profit and tax continued 3.1 Revenue recognition continued The timing of payments from customers is generally aligned to revenue recognition and subject to agreed invoice terms. Accrued income (unbilled revenue) at the balance sheet date is recognised at fair value based on services provided and contractually agreed prices. It is subsequently invoiced and accounted for as a trade receivable and further details are set out in note 4.8. Unprocessed waste may give rise to deferred revenue, where invoices to customers are raised in advance of performance obligations being completed or require an accrual for the costs of disposing of residual waste once the Group has an obligation for its disposal. These amounts are shown in deferred revenue or accruals in the consolidated financial statements as appropriate. Further details relating to deferred revenue are given in note 4.9. The practical expedient available under IFRS 15 has been taken whereby any financing element of the contract has been ignored as the timing difference between the satisfaction of the obligations under the contract and the receipt of payment due under the contract are expected to be one year or less. The following tables show the Group’s continuing revenue by type of service delivered and by primary geographical markets: By type of service Commercial Mineralz & Waste Water Specialities Inter-segment Total €m €m €m €m €m 2024 Inbound 1,129.0 163.5 34.6 (47.4) 1,279.7 Outbound 165.0 18.1 140.0 (4.6) 318.5 On-site 66.9 – – (0.3) 66.6 Other 23.8 – 0.6 – 24.4 Total revenue 1,384.7 181.6 175.2 (52.3) 1,689.2 2023 restated Inbound 1,089.6 153.2 27.0 (40.0) 1,229.8 Outbound 218.0 37.7 132.6 (4.3) 384.0 On-site 63.6 – – (0.2) 63.4 Other 26.1 – 0.6 – 26.7 Total revenue 1,397.3 190.9 160.2 (44.5) 1,703.9 By geographical market Commercial Mineralz & Waste Water Specialities Inter-segment Total €m €m €m €m €m 2024 Netherlands 910.2 163.8 78.0 (49.4) 1,102.6 Belgium 474.5 17.8 46.1 (2.9) 535.5 France – – 29.9 – 29.9 Other – – 21.2 – 21.2 Total revenue 1,384.7 181.6 175.2 (52.3) 1,689.2 2023 restated Netherlands 931.2 159.2 69.3 (42.2) 1,117.5 Belgium 466.1 31.7 46.6 (2.3) 542.1 France – – 27.1 – 27.1 Other – – 17.2 – 17.2 Total revenue 1,397.3 190.9 160.2 (44.5) 1,703.9 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Revenue from continuing operations recognised at a point in time amounted to €1,460.3m (2023: €1,483.1m) with the remainder recognised over time. The majority of the Commercial Waste and Specialities revenue is recognised at a point in time, whereas for Mineralz & Water 70% of revenue (2023: 62%) is recognised over time. Renewi plc Annual Report and Accounts 2024 181 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 3. Operating profit and tax continued 3.2 Operating profit Detailed below are the key amounts recognised in arriving at the operating profit of continuing operations for the year: Continuing operations Note Restated 2024 2023 €m €m Staff costs 7.1 434.6 403.5 Depreciation of property, plant and equipment 4.2 69.2 69.6 Impairment of property, plant and equipment 4.2 2.8 1.7 Reversal of prior years property, plant and equipment impairment charge 4.2 (0.8) (2.0) Depreciation of right-of-use assets 4.3 51.5 46.7 Impairment of right-of-use assets 4.3 – 1.0 Reversal of prior years right-of-use assets impairment charge 4.3 – (0.5) Amortisation of intangible assets 4.1 12.3 10.3 Repairs and maintenance expenditure on property, plant and equipment 94.5 91.4 Net gain on disposal of property, plant and equipment and intangible assets (1.9) (3.1) Expense relating to short-term leases 22.2 20.2 Expense relating to low-value assets 12.8 10.1 Income from subleasing right-of-use assets (0.7) (0.8) Foreign exchange (0.1) (0.5) Non-trading and exceptional items – charge (credit) 3.3 7.9 (9.8) Net credit for expected credit loss allowance on trade receivables and accrued income 4.8 (0.2) (2.7) * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. The total remuneration of the Group’s auditors, BDO LLP and its associates for services provided to the Group during the year was: 2024 2023 €m €m Audit of parent company and consolidated financial statements 0.7 0.4 Audit of subsidiaries pursuant to legislation 1.5 1.7 Audit related assurance services 0.4 0.3 Fees payable to the auditors pursuant to legislation 2.6 2.4 * Audit related assurance services included interim review, audit of ESEF tagging and climate change limited assurance. 3.3 Non-trading and exceptional items To improve the understanding of the Group’s financial performance, items which are not considered to reflect the underlying performance are presented as non-trading and exceptional items. Items classified as non-trading and exceptional are disclosed separately due to their size or incidence to enable a better understanding of performance. These include, but are not limited to, significant impairments, significant restructuring of the activities of an entity, including employee associated severance costs, acquisition and disposal related transaction costs, significant fires, onerous contracts arising from restructuring activities or if significant in size, profit or loss on disposal of properties or subsidiaries as these are irregular, the impact of terminating hedge derivatives, ineffectiveness of derivative financial instruments, the impact of changing the discount rate on provisions, amortisation of acquisition related intangibles and one-off tax credits or charges. The amortisation charge on acquisition related intangible assets is excluded from underlying results due to its non-trading nature in the same way as other significant items from M&A activity are excluded. The performance of the acquired business is assessed as part of the Group’s underlying revenue and EBIT. By excluding this amortisation charge there is comparability across divisions and reporting periods. Non-trading and exceptional items are considered individually and assessed at each reporting period. 182 Renewi plc Annual Report and Accounts 2024 SECTION 3. Operating profit and tax continued 3.3 Non-trading and exceptional items continued Note Restated 2024 2023 €m €m Renewi 2.0 improvement programme 1.0 3.7 Portfolio management activity: Merger and acquisition related activity 1.0 – Prior years disposals (2.1) (1.7) Business line closure in the Mineralz & Water division 5.5 – Disposal of business assets in the Mineralz & Water division – (3.8) 4.4 (5.5) Changes in long-term provisions: Changes in discount rate (1.5) 4.1 Release of legal provision relating to the alleged State Aid claim in Belgium – (15.1) (1.5) (11.0) Other items: Restructuring programme 5.8 – Property disposals and other (7.9) – Reversal of prior year property, plant and equipment impairment – (2.0) (2.1) (2.0) Amortisation of acquisition related intangibles 4.1 6.1 5.0 Non-trading and exceptional items in profit before tax 7.9 (9.8) Tax on non-trading and exceptional items (1.2) (1.8) Total non-trading and exceptional items in profit after tax (continuing operations) 6.7 (11.6) Discontinued operations: Changes in discount rate (3.2) (5.8) Impairment of non-current assets within disposal group & other related expenses 64.5 – UK Municipal reassessment of onerous contract provisions – 27.1 Ineffectiveness and impact of termination of cash flow hedges (0.2) (0.9) Non-trading and exceptional items in profit before tax 61.1 20.4 Tax on non-trading and exceptional items (see note 6.4) 11.5 0.2 Total non-trading and exceptional items in profit after tax (discontinued operations) 72.6 20.6 Total non-trading and exceptional items in profit after tax 79.3 9.0 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Renewi 2.0 improvement programme As noted in the year to March 2023 financial statements, the programme is now completed with final costs of €1.0m coming through and the €20m run rate of savings have now been delivered. The costs in the year of €1.0m (2023: €3.7m) were recorded in administrative expenses. Portfolio management activity During the year certain operations in the Mineralz & Water division were ceased, generating a loss of €5.5m, including impairment charge of €2.3m. The current year M&A related activity costs of €1.0m (2023: €nil) relate to strategic initiatives. The prior years disposals credit of €2.1m (2023: €1.7m) related to the release of a provision for a previous business disposal following the closure of outstanding tax matters at 31 March 2024. The credit recognised in the prior year relates to an insurance claim recovery in relation to a prior disposal. In the prior year certain business assets in the Mineralz & Water division were sold generating a profit of €3.8m. These are all recorded in administrative expenses. The line item portfolio management and provision movements in non-trading and exceptional items in the Statement of Cash Flows includes an add back of €2.0m credit (2023: €5.5m) and the line item disposal of subsidiary and business assets net of acquisition of business assets includes the cash inflow of €nil (2023: €1.7m) from portfolio management activity. Renewi plc Annual Report and Accounts 2024 183 Strategic report Governance report Financial statements Other information SECTION 3. Operating profit and tax continued 3.3 Non-trading and exceptional items continued Changes in long-term provisions The credit for changes in discount rate of €1.5m is a result of the annual reassessment of risk free rates which have impacted all long-term provisions as explained further in note 4.10. The prior year charge of €4.1m, restated for the reclassification of discontinued operations, related to the annual reassessment of risk free rates which impacted all long-term provisions. On 3 March 2023, the European Commission concluded its formal investigation and determined that the Belgian Walloon Region did not provide State Aid to the Group and therefore the provision of €15.1m has been released. The total credit of €1.5m (2023: €11.0m credit) was split €1.5m (2023: €4.1m charge) to cost of sales and €nil (2023: €15.1m credit) to administrative expenses. The line item portfolio management and provision movements in non-trading and exceptional items in the Statement of Cash Flows reflects an add back of the credit of €4.7m (2023: €25.4m charge) from changes in provisions. Other items The €5.8m restructuring programme cost in the year relates to an ongoing SG&A cost saving programme. The €7.9m credit for property disposals during the year includes profit from the disposal of the Hemweg site in Amsterdam and others. In the prior year the reversal of a prior year property, plant and equipment impairment of €2.0m related to the Maltha CGU within Specialities as a result of improvement in performance. The total credit of €2.1m (2023: €2.0m) was split €nil (2023: €2.0m) in cost of sales and €2.1m (2023: €nil) in administrative expenses. The line item portfolio management and provision movements in non-trading and exceptional items in the Statement of Cash Flows includes an add back of the €6.5m credit (2023: €nil) in respect of other items. Amortisation of acquisition related intangibles Amortisation of intangible assets acquired in business combinations of €6.1m (2023: €5.0m) is all recorded in cost of sales. Other In addition to the non-trading and exceptional items, outlined above, each year there may be other one-off operating items that are considered part of the underlying performance, as they do not meet the definition of non-trading and exceptional items per our accounting policy. There is a c€5m favourable impact this year of one-off items arising from some accrual releases and other settlements. Included within discontinued operations (note 6.4) The credit for changes in discount rate of €3.2m (2023: €5.8m) is a result of the annual reassessment of risk free rates which have impacted all long-term provisions. The carrying value of the disposal group has been assessed against the anticipated capitalisation as well as the disposal costs and this has resulted in a pre-tax loss on remeasurement of €63.5m plus disposal costs already incurred of €1.0m. The €0.2m credit (2023: €0.9m) relates to the ineffectiveness of the Cumbria PPP project interest rate swaps as a result of a revised repayment programme for the PPP non-recourse debt. In the prior year there was a reassessment of onerous contract provisions in UK Municipal of €27.1m due to revised assumptions on both life cycle spend and cost inflation, combined with lower volumes at the ELWA contract partially offset by the indexation of customer pricing. 3.4 Taxation This section details the accounting polices applied for tax, the current and deferred tax charges or credits in the year, a reconciliation of the total tax expense to the accounting result and the movements in deferred tax assets and liabilities. Accounting policy Current tax is based on taxable profit or loss for the year. Taxable profit differs from profit before tax in the Income Statement because it excludes items of income or expense that are taxable or deductible in other years or that are never taxable or deductible. The asset or liability for current tax is calculated using tax rates that have been enacted, or substantively enacted, at the balance sheet date. Deferred tax is recognised in full where the carrying value of assets and liabilities in the financial statements is different to the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that the taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that have been enacted, or substantively enacted, at the balance sheet date. Deferred tax is charged or credited in the Income Statement, except where it relates to items charged or credited directly to equity in which case the deferred tax is also dealt with in equity. Notes to the financial statements continued 184 Renewi plc Annual Report and Accounts 2024 SECTION 3. Operating profit and tax continued 3.4 Taxation continued Deferred tax liabilities are not provided on taxable temporary differences arising from investments in subsidiaries as the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority. The Group operates primarily in the Netherlands, Belgium, the UK, France and Portugal, all of which have their own tax legislation. Deferred tax assets and liabilities have been calculated based on the substantively enacted tax rates in the relevant jurisdictions at the balance sheet date or those rates expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. The Group has available tax losses, some of which have been recognised as deferred tax assets based on management’s best estimate of the ability of the Group to utilise those losses. Income Statement The tax charge based on the profit for the year from continuing operations is made up as follows: Restated 2024 2023 €m €m Current tax UK corporation tax • Current year 2.0 3.7 • Adjustment in respect of prior years (2.7) (1.2) Overseas tax • Current year 20.7 26.4 • Adjustment in respect of prior years (1.7) 0.2 Total current tax charge 18.3 29.1 Deferred tax • Origination and reversal of temporary differences in the current year (3.4) (1.5) • Adjustment in respect of prior years – 1.4 Total deferred tax credit (3.4) (0.1) Total tax charge for the year 14.9 29.0 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. The current tax charge increased by €1.5m and deferred tax credit reduced by €1.0m. In the UK Chancellor’s Budget of 3 March 2021 it was announced that the UK corporation tax rate will increase from 19% to 25% with effect from 1 April 2023. The tax on the Group’s profit for the year differs from the UK standard rate of tax of 25% (2023: 19%), as explained below: Restated 2024 2023 €m €m Total profit before taxation 60.1 115.0 Tax charge based on UK tax rate of 25% (2023: 19%) 15.0 21.9 Effects of: Adjustment to tax charge in respect of prior years (4.4) 0.4 Profits taxed at overseas tax rates 0.6 6.3 Non-deductible other items (1.9) (1.4) Netherlands investment allowances (1.5) – Non-taxable profit on portfolio management activity (0.6) – Unrecognised deferred tax assets 7.7 1.8 Total tax charge for the year 14.9 29.0 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Renewi plc Annual Report and Accounts 2024 185 Strategic report Governance report Financial statements Other information SECTION 3. Operating profit and tax continued 3.4 Taxation continued Uncertain tax positions As referenced in the March 2023 financial statements, the Dutch Tax Authorities have issued assessments adjusting the interest rate applied for tax purposes on some intra group loans from the UK to the Netherlands. The assessments have been appealed by the Group given that the interest rate charged of 5.9% is based on a detailed transfer pricing study and the Group intends to file an application under a Mutual Agreement Procedure (“MAP”). No net provision (2023: €1.4m) is included in the accounts, with the prior year provision being released, as the potential adjustment in the Netherlands is now expected to be offset by a compensating adjustment in the UK. At the expected outcome, there is a potential benefit of an additional deferred tax asset of €3.5m in the UK which will not be recognised until the MAP process is completed and the outcome is certain. It is noted that the maximum exposure in respect of this topic is calculated to be €6.1m (current tax charge €2.1m, deferred tax charge €4.0m) should the Group be wholly unsuccessful in its defence, which is reduced from the prior year amount of €11.6m (current tax charge €2.1m, deferred tax charge €9.5m) due to additional compensating adjustments in the UK. Amendments to IAS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules The Group has adopted the amendments to IAS 12 for the first time in the current year. The IASB amended the scope of IAS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules. The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions that the Group operates, with effect from 1 January 2024. An assessment of the potential exposure to Pillar Two income taxes has been performed and based on this assessment, the Group primarily operates in jurisdictions where Pillar Two effective tax rates are higher than 15%. There may be a limited number of jurisdictions where the transitional safe harbour relief may not be available, however, the Group does not expect a significant exposure to Pillar Two income taxes in respect of these jurisdictions. Amendments to IAS 12 Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction In May 2021, amendments were issued to IAS 12, which narrow the scope of the initial recognition exemption under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments are effective from 1 January 2023 and have no material impact on the Group, in particular since the Group did not apply the initial recognition exemption in the context of leases under IFRS 16. Deferred tax The analysis of the net deferred tax liability and the net deferred tax (credit) charge in the Income Statement is set out below: Balance sheet Income statement Restated 2024 2023 2024 2023 €m €m €m €m Retirement benefit schemes 3.2 2.4 (0.9) (1.0) Tax gains (losses) 19.6 31.1 (2.1) (6.0) Derivative financial instruments (0.4) 0.7 – (0.2) Accelerated capital allowances (32.0) (39.0) (1.9) (3.2) Acquisition related intangibles (8.4) (9.9) 1.5 1.1 Other temporary differences 1.1 3.9 6.8 9.4 At 31 March (16.9) (10.8) 3.4 0.1 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Notes to the financial statements continued 186 Renewi plc Annual Report and Accounts 2024 SECTION 3. Operating profit and tax continued 3.4 Taxation continued The movement in the deferred tax balance during the year was: 2024 2023 €m €m Net deferred tax liability at 1 April (10.8) (5.4) Acquisitions (0.2) (9.6) Credited to Income Statement 3.4 1.1 Credited to Other Comprehensive Income 0.5 4.5 Movement in tax arising on share-based compensation – (0.9) Write off of UK Municipal deferred tax asset (11.7) – Transferred to disposal group classified as asset held for sale 1.2 – Exchange rate changes 0.7 (0.5) Net deferred tax liability at 31 March (16.9) (10.8) Analysed in the Balance Sheet, after offset of balances within countries, as: Deferred tax assets 28.0 35.6 Deferred tax liabilities (44.9) (46.4) Net deferred tax liability at 31 March (16.9) (10.8) The majority (at least 80%) of the €28.0m (2023: €35.6m) deferred tax assets are expected to be recovered after more than one year and the majority (at least 80%) of the €44.9m (2023: €46.4m) deferred tax liabilities are expected to reverse after more than one year. As at 31 March 2024, the Group had unused trading losses of €96.4m (2023: €344.7m) available for offset against deferred tax liabilities and future profits. Deferred tax assets have been recognised in respect of €80.6m (2023: €123.1m) of such losses and recognition is based on management’s projections of future profits in the relevant companies. No deferred tax assets have been recognised in respect of the remaining €15.8m (2023: €221.6m) due to the uncertainty of future profit streams. Tax losses may be carried forward indefinitely in the relevant companies. In addition there are other unrecognised deferred tax assets in relation to temporary differences of €46.7m (2023: €173.6m). In terms of the two material components of the recognised losses, the Dutch fiscal unity losses of €26.0m (2023: €38.0m) are expected to be used during the next two years due to strong profit streams and losses of €33.2m in Renewi plc (2023: €30.0m) relate to highly predictable profit streams from UK interest income on intercompany receivables and are expected to be used within the next six years. Changes in future profitability will impact the recoverability of the deferred tax assets recognised in respect of losses. A 10% decrease in profitability would result in a reduction of €8.0m (gross amount of losses) in the value of the recognised deferred tax assets. No liability has been recognised on the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries. This is because the Group is in a position to control the timing and method of the reversal of the differences and it is probable that such differences will not give rise to a tax liability in the foreseeable future. The total temporary difference at 31 March 2024 amounted to €313.2m (2023: €280.9m) and unrecognised deferred tax estimated to arise on the unremitted earnings is €nil (2023: €nil) which would relate to taxes payable on repatriation and dividend withholding taxes levied by overseas jurisdictions. UK tax legislation relating to company distributions provides for exemption from tax for most repatriated profits, subject to certain exemptions. Renewi plc Annual Report and Accounts 2024 187 Strategic report Governance report Financial statements Other information SECTION 3. Operating profit and tax continued 3.5 Earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent entity by the weighted average number of ordinary shares during the year excluding shares held by the Employee Share Trust. Diluted earnings per share is calculated by dividing profit for the year attributable to the owners of the parent entity by the weighted average number of ordinary shares during the year plus the weighted average number of any commitments made by the Group to issue shares in the future. Underlying basic and diluted earnings per share exclude non-trading and exceptional items, net of related tax. Non-trading and exceptional items are those items that are disclosed separately on the face of the Income Statement, because of their size or incidence, to enable a better understanding of performance. The Directors believe that adjusting earnings per share in this way enables comparison with historical data calculated on the same basis to reflect the business performance in a consistent manner and reflect how the business is managed and measured on a day-to-day basis. 2024 Restated 2023 Basic Dilutions Diluted Basic Dilutions Diluted Weighted average number of shares (million) 79.7 – 79.7 79.4 0.2 79.6 (Loss) profit after tax (€m) (30.9) – (30.9) 66.6 – 66.6 Non-controlling interests (€m) (3.2) – (3.2) (3.7) – (3.7) (Loss) profit after tax attributable to ordinary shareholders (€m) (34.1) – (34.1) 62.9 – 62.9 Basic (loss) earnings per share (cents) (43) – (43) 79 – 79 (Loss) profit after tax attributable to ordinary shareholders (€m) (34.1) – (34.1) 62.9 – 62.9 Add back loss from discontinued operations (€m) 76.1 – 76.1 19.4 – 19.4 Profit after tax attributable to ordinary shareholders from continuing operations (€m) 42.0 – 42.0 82.3 – 82.3 Basic earnings per share (cents) – continuing operations 53 – 53 104 – 104 The reconciliation between underlying earnings per share and basic earnings (loss) per share is as follows: 2024 Restated 2023 Cents €m Cents €m Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders 57 45.2 90 71.9 Adjustments: Non-trading and exceptional items (continuing & discontinued) (87) (69.0) (13) (10.6) Tax on non-trading and exceptional items (continuing & discontinued) (13) (10.3) 2 1.6 Basic & diluted (loss) earnings per share/(Loss) earnings after tax attributable to ordinary shareholders (43) (34.1) 79 62.9 Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders from continuing operations 61 48.7 89 70.7 Non-trading and exceptional items from continuing operations (10) (7.9) 13 9.8 Tax on non-trading and exceptional items from continuing operations 2 1.2 2 1.8 Basic & diluted earnings per share/Earnings after tax attributable to ordinary shareholders from continuing operations 53 42.0 104 82.3 Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders from discontinued operations (4) (3.5) 1 1.2 Non-trading and exceptional items from discontinued operations (77) (61.1) (26) (20.4) Tax on non-trading and exceptional items from discontinued operations (15) (11.5) – (0.2) Basic & diluted (loss) earnings per share/(Loss) after tax attributable to ordinary shareholders from discontinued operations (96) (76.1) (25) (19.4) * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Notes to the financial statements continued 188 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities This section contains Balance Sheet notes showing the assets and liabilities used to generate the Group’s results and the related accounting policies. 4.1 Intangible assets Accounting policy Goodwill represents the excess of the purchase consideration over the fair value of the Group’s share of the net identifiable assets at the date of acquisition and is measured at cost less accumulated impairment losses. Goodwill arising on acquisitions prior to the date of transition to IFRS (31 March 2004) has been retained at the previous UK GAAP net book value following impairment tests. For the purpose of impairment testing, goodwill is allocated to those cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the business combination. Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. Any impairment is charged immediately to the Income Statement and is not reversed in a subsequent period. In conducting the impairment review on goodwill and intangibles, management is required to make estimates of pre-tax discount rates, future profitability and growth rates. The pre-tax discount rates are derived from the Group’s weighted average cost of capital (WACC) which takes into account the capital structure of the Group, the cost of risk-free rate finance and the relative volatility of the equity of the Group compared to the market and is adjusted by management as considered appropriate for each CGU. Landfill void represents the value of landfill capacity to deposit waste in two landfill sites in the Netherlands. The initial landfill void was capitalised at fair value on the acquisition of a Dutch operation in 2006 and further landfill rights have been acquired in relation to the Maasvlakte landfill site in Mineralz & Water and capitalised at cost. The assets are amortised over their estimated useful life on a void usage basis and measured at cost less accumulated amortisation. The estimated remaining useful life is up to 13 years. Relating to the Group’s software and systems development an internally generated intangible asset is recognised when an asset is created that can be identified, it is probable that the asset will generate future economic benefits that the Group controls and the development cost can be reliably measured. Other intangible assets are capitalised on the basis of the fair value of the assets acquired or on the basis of costs incurred to purchase and bring the assets into use. They are subsequently measured at cost less accumulated amortisation. Amortisation is charged over the estimated useful life on a straight-line basis, as follows: Contract right relating to leasehold land Term of the lease Contract right relating to PPP contracts in Municipal Term of the contract Computer software Up to 5 years Acquisition related intangibles: Waste permits and licences 5 to 34 years Customer relationships Up to 14 years * The remaining useful life of customer relationships is based on analysis of historical churn patterns of the client base and for permits where the term is indefinite and are related to a leased site, the useful life is the remaining term of the leasehold land. Renewi plc Annual Report and Accounts 2024 189 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.1 Intangible assets continued Intangible assets are analysed as follows: Computer Acquisition software related Goodwill Landfill void and others intangibles Total €m €m €m €m €m Cost At 1 April 2022 624.8 28.9 40.6 73.9 768.2 Additions – 1.7 7.0 – 8.7 Acquisition through business combinations (note 6.1) 17.4 – – 27.9 45.3 Disposals – – (0.1) (0.1) (0.2) Exchange rate changes – – (0.5) – (0.5) At 31 March 2023 642.2 30.6 47.0 101.7 821.5 Additions – 7.2 4.5 – 11.7 Acquisition through business combinations (note 6.1) 0.7 – – 0.9 1.6 Disposals (1.4) – (2.5) – (3.9) Transferred to disposal group classified as held for sale (note 6.4) – – (13.2) – (13.2) Exchange rate changes – – 0.5 – 0.5 At 31 March 2024 641.5 37.8 36.3 102.6 818.2 Accumulated amortisation and impairment At 1 April 2022 73.2 23.2 24.1 54.9 175.4 Amortisation charge – 1.6 3.9 5.0 10.5 Disposals – – (0.1) (0.1) (0.2) Exchange rate changes – – (0.5) – (0.5) At 31 March 2023 73.2 24.8 27.4 59.8 185.2 Amortisation charge – 1.3 5.0 6.1 12.4 Disposals – – (1.0) – (1.0) Transferred to disposal group classified as held for sale (note 6.4) – – (12.3) – (12.3) Exchange rate changes – – 0.4 – 0.4 At 31 March 2024 73.2 26.1 19.5 65.9 184.7 Net book value At 31 March 2024 568.3 11.7 16.8 36.7 633.5 At 31 March 2023 569.0 5.8 19.6 41.9 636.3 At 1 April 2022 551.6 5.7 16.5 19.0 592.8 Of the total amortisation charge of €12.4m (2023: €10.5m), €6.1m (2023: €5.0m) related to acquisition related intangible assets which has been charged in cost of sales. Of the remaining amortisation expense of €6.3m (2023: €5.5m), €1.5m (2023: €1.8m) has been charged in cost of sales and €4.8m (2023: €3.7m) has been charged in administrative expenses. The total amortisation charge of €12.4m (2023: €10.5m) is split €12.3m (2023: €10.3m) within continuing operations (see note 3.2) and €0.1m (2023: €0.2m) relating to discontinued operations. The net book value of acquisition related intangibles of €36.7m (2023: €41.9m) includes customer relationships of €28.6m (2023: €32.6m) and permits of €8.0m (2023: €9.1m). Notes to the financial statements continued 190 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.1 Intangible assets continued Goodwill impairment Impairment testing is carried out at a CGU level on an annual basis, within each of the segments that has goodwill. Although its goodwill balance is material to the financial statements as a whole, the Specialities reporting segment, which comprises the CGUs of Coolrec and Maltha Group, is not considered to comprise a material portion of goodwill and therefore disclosures surrounding the impairment review assumptions have not been included. The material CGUs are Netherlands Commercial Waste, Belgium Commercial Waste and Mineralz & Water. A summary of the closing net book value of goodwill by reportable segment is set out below: 2024 2023 €m €m Netherlands Commercial Waste 278.1 279.5 Belgium Commercial Waste 137.0 136.3 Commercial Waste 415.1 415.8 Mineralz & Water 129.5 129.5 Specialities 23.7 23.7 Total goodwill 568.3 569.0 The Group estimates the recoverable amount of a CGU using a value in use model by projecting cash flows for the next five years, together with a terminal value using a long-term growth rate. However, given a landfill closure in Mineralz & Water CGU it is more appropriate to use a 13-year model for projecting cash flows. The five-year plans used in the impairment models are based on management’s past experience and future expectations of performance. They also reflect the planned changes in the CGUs as a result of improvement initiatives and actions instigated and to which the Group has committed to in the current year. The key assumptions underpinning the recoverable amounts of the CGUs tested for impairment are forecast revenue and underlying EBIT. The forecast revenues in these models are based on management’s predictions of overall market growth rates, including both volume and price. The cash flows include management’s assumption that recyclate prices remain at long-term averages despite the expected increased demand for these products driven by climate change-related targets and legislation. The pre-tax discount rate reflects the Group’s assessment of the risks related to the CGUs and the countries in which they operate. Post-tax discount rates are used within the value in use calculation, as this is based on the Group’s weighted cost of capital and reflects the assessment of risks related to CGUs. For each of the material CGUs, the key assumptions used in the value in use calculations are shown below: 2024 Netherlands Belgium Commercial Commercial Mineralz & Waste Waste Water Revenue (% annual growth rate from year 1 to year 5) 6.0% 5.4% 5.4% Underlying EBIT margin (average % of revenue for years 1 to year 5) 6.7% 8.8% 10.1% Long-term growth rate 2.0% 2.0% 2.0% Pre-tax discount rate 8.8% 8.7% 9.0% * For the Mineralz & Water CGU the terminal long-term growth rate of 2.0% is applied to all results with the exception of landfills where permits cease. 2023 Netherlands Belgium Commercial Commercial Mineralz & Waste Waste Water Revenue (% annual growth rate from year 1 to year 5) 2.7% 4.1% 3.7% Underlying EBIT margin (average % of revenue for years 1 to year 5) 6.5% 8.0% 7.3% Long-term growth rate 2.0% 2.0% 2.0% Pre-tax discount rate 8.8% 9.6% 8.9% * For the Mineralz & Water CGU the terminal long-term growth rate of 2.0% is applied to all results with the exception of landfills where permits cease. A long-term growth rate of 2% is considered an appropriate representation of the long-term growth rate for the industry and in the countries in which the Group operates. Revenue and EBIT margin assumptions are higher than in the prior year as a result of growth initiatives and capital improvements along with benefits of recent cost action plans. Renewi plc Annual Report and Accounts 2024 191 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.1 Intangible assets continued Sensitivity to changes in assumptions The Group performs sensitivity analysis on the impairment testing by considering reasonably possible changes in the key assumptions used. This includes weaker macroeconomic conditions resulting in a lower volume growth and adverse price impacts, a decline in recyclate prices and operational downtime in some of our facilities. For all CGUs a change in discount rate of 1% demonstrated that there is still appropriate headroom and it is concluded that no reasonably possible change to this or the other assumptions would result in an impairment charge. 4.2 Property, plant and equipment Accounting policy Depreciation is provided to write off cost (less the expected residual value) on a straight-line basis over the expected useful economic lives as follows: Buildings Up to 30 years Landfill site development costs including engineering works Up to 30 years (over the operational life of the site) Plant and installations Up to 20 years Trucks, cars and service vehicles Up to 12 years Other items of plant and machinery Up to 15 years Computer equipment Up to 5 years Fixtures and fittings Up to 10 years Notes to the financial statements continued 192 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.2 Property, plant and equipment continued Property, plant and equipment are analysed as follows: Land and Landfill Plant and buildings sites machinery Total €m €m €m €m Cost At 1 April 2022 485.8 68.4 735.9 1,290.1 Additions 28.4 0.1 89.4 117.9 Acquisition through business combinations (note 6.1) 12.5 – 6.5 19.0 Disposals (7.8) (1.8) (33.7) (43.3) Transferred to Assets held for sale (note 6.3) – – (6.8) (6.8) Transferred from right-of-use asset to property, plant & equipment 0.2 – 6.8 7.0 Reclassifications 1.8 – (0.7) 1.1 Exchange rate changes (0.3) – (0.3) (0.6) At 31 March 2023 520.6 66.7 797.1 1,384.4 Additions 18.2 0.1 64.3 82.6 Disposals (10.3) (0.4) (39.3) (50.0) Transferred to Assets held for sale (note 6.3) (5.0) – (5.2) (10.2) Transferred to disposal group classified as held for sale (note 6.4) (3.1) – (5.2) (8.3) Transferred from right-of-use asset to property, plant and equipment 0.4 – 19.2 19.6 Exchange rate changes 0.1 – 0.2 0.3 At 31 March 2024 520.9 66.4 831.1 1,418.4 Accumulated depreciation and impairment At 1 April 2022 176.8 53.9 505.8 736.5 Depreciation charge 14.4 1.8 53.6 69.8 Impairment charge 0.2 – 1.5 1.7 Reversal of a prior year’s impairment charge – – (2.0) (2.0) Disposals (5.6) (1.5) (31.3) (38.4) Transferred to Assets held for sale (note 6.3) – – (6.7) (6.7) Transferred from right-of-use asset to property, plant and equipment 0.1 – 4.9 5.0 Reclassifications 1.8 – (0.7) 1.1 Exchange rate changes (0.3) – (0.2) (0.5) At 31 March 2023 187.4 54.2 524.9 766.5 Depreciation charge 15.2 1.6 52.5 69.3 Impairment charge 0.5 – 2.3 2.8 Reversal of a prior year’s impairment charge – – (0.8) (0.8) Disposals (4.6) (0.4) (35.0) (40.0) Transferred to Assets held for sale (note 6.3) (1.2) – (3.6) (4.8) Transferred to disposal group classified as held for sale (note 6.4) (3.1) – (5.1) (8.2) Transferred from right-of-use asset to property, plant and equipment 0.4 – 14.2 14.6 Exchange rate changes 0.1 – 0.2 0.3 At 31 March 2024 194.7 55.4 549.6 799.7 Net book value At 31 March 2024 326.2 11.0 281.5 618.7 At 31 March 2023 333.2 12.5 272.2 617.9 At 1 April 2022 309.0 14.5 230.1 553.6 Depreciation expense of €67.2m (2023: €67.4m) has been charged in cost of sales and €2.1m (2023: €2.4m) in administrative expenses. The total depreciation charge of €69.3m (2023: €69.8m) is split €69.2m (2 023: €69.6m) within continuing operations (see note 3.2) and €0.1m (2023: €0.2m) relating to discontinued operations. Renewi plc Annual Report and Accounts 2024 193 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.2 Property, plant and equipment continued The current year impairment charge of €2.8m has been charged to cost of sales and has arisen mostly due to the decision to close the Tisselt operations within Mineralz & Water in Belgium. The impairment charge is reported within continuing operations, with €2.3m of the impairment charge being recorded within non-trading and exceptional items (note 3.3). The reversal of a prior year’s impairment charge of €0.8m relates to the Belgium Commercial Waste CGU as a result of improved performance at a specific site, and is reported within continuing operations and has not been credited to non-trading and exceptional items. The prior year impairment charge of €1.7m arose in the Netherlands Commercial division partly due to a fire at one of the sites and a detailed review of carrying value of assets, including trucks. The prior year reversal of a prior year’s impairment charge of €2.0m related to the Maltha CGU as a result of improved performance at a specific site and has been credited to non-trading and exceptional cost of sales. Included within the net book value of property, plant and equipment of €618.7m (2023: €617.9m) are assets under construction of which €32.7m (2023: €26.7m) is plant and machinery and €6.3m (2023: €6.1m) is land and buildings. The net book value of plant and machinery of €281.5m (2023: €272.2m) includes €155.2m (2023: €149.3m) of plant and installations, €57.8m (2023: €51.4m) of machinery and €61.7m (2023: €64.8m) of containers. 4.3 Right-of-use assets Accounting policy The Group leases various real estate properties and items of plant, machinery and trucks for normal business operations across the divisions. If the lessor transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option, then the right-of-use asset is depreciated over the useful life of the underlying asset, which is determined on the same basis as those in property, plant and equipment. The lease liability is remeasured if the Group changes its assessment of whether it will exercise a purchase extension or termination option or if there is a revision to fixed lease payments. The Group leases out a limited number of right-of-use assets which are classified as operating leases from a lessor perspective with the exception of a sub-lease which is classified as a finance sub-lease. Notes to the financial statements continued 194 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.3 Right-of-use assets continued Right-of-use assets are analysed as follows: Land and Plant and buildings machinery Total €m €m €m Cost At 1 April 2022 143.3 189.3 332.6 Additions/modifications 18.2 39.2 57.4 Acquisition through business combinations (note 6.1) 30.9 7.5 38.4 Disposals (7.5) (9.3) (16.8) Transferred from right-of-use asset to property, plant and equipment (0.2) (6.8) (7.0) Reclassifications 1.3 (2.4) (1.1) Exchange rate changes (0.6) (0.1) (0.7) At 31 March 2023 185.4 217.4 402.8 Additions/modifications 30.1 36.5 66.6 Acquisition through business combinations (note 6.1) – 0.1 0.1 Disposals (6.7) (14.5) (21.2) Transferred to disposal group classified as held for sale (note 6.4) (6.1) (4.7) (10.8) Transferred from right-of-use asset to property, plant and equipment (0.4) (19.2) (19.6) Exchange rate changes 0.3 – 0.3 At 31 March 2024 202.6 215.6 418.2 Accumulated depreciation and impairment At 1 April 2022 35.1 83.7 118.8 Depreciation charge 11.4 35.9 47.3 Impairment charge – 2.3 2.3 Reversal of a prior year’s impairment charge (0.5) – (0.5) Disposals (3.1) (8.3) (11.4) Transferred from right-of-use asset to property, plant and equipment (0.1) (4.9) (5.0) Reclassifications (0.3) (0.8) (1.1) Exchange rate changes (0.6) (0.1) (0.7) At 31 March 2023 41.9 107.8 149.7 Depreciation charge 12.9 39.2 52.1 Impairment charge 0.9 0.2 1.1 Disposals (1.6) (13.2) (14.8) Transferred to disposal group classified as held for sale (note 6.4) (5.4) (4.0) (9.4) Transferred from right-of-use asset to property, plant and equipment (0.4) (14.2) (14.6) Exchange rate changes 0.1 0.1 0.2 At 31 March 2024 48.4 115.9 164.3 Net book value At 31 March 2024 154.2 99.7 253.9 At 31 March 2023 143.5 109.6 253.1 At 1 April 2022 108.2 105.6 213.8 The net book value of plant and machinery right-of-use assets includes €1.3m (2023: €0.9m) of plant and installations, €81.6m (2023: €97.5m) of machinery, including trucks and €16.8m (2023: €11.2m) of company cars. Depreciation expense of €44.9m (2023: €40.4m) has been charged in cost of sales and €7.2m (2023: €6.9m) in administrative expenses. The total depreciation charge of €52.1m (2023: €47.3m) is split €51.5m (2023: €46.7m) within continuing operations (see note 3.2) and €0.6m (2023: €0.6m) relating to discontinued operations . The impairment charge of €1.1m related entirely to assets in UK Municipal onerous contracts which were recorded as a utilisation of the onerous contract provision and are recorded within discontinued operations. The prior year impairment charge of €2.3m related to €1.3m of assets in UK Municipal onerous contracts which were recorded as a utilisation of the onerous contract provision (restated within discontinued operations) and €1.0m was charged to cost of sales in relation to the Netherlands Commercial division (continuing operations, see note 3.2) principally due to a plant reconfiguration which has resulted in an asset being scrapped earlier than previously expected. Renewi plc Annual Report and Accounts 2024 195 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.4 Investments and loans to associates and joint ventures Accounting policy Investments in associates and joint ventures are accounted for using the equity method of accounting, and are initially recognised at cost or at fair value in the case of a disposal of the majority shareholding. The cumulative post-acquisition profits or losses and movements in Other Comprehensive Income are adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds the carrying amount of the joint venture or associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate. Accounting policies of associates and joint ventures have been adjusted where necessary to ensure consistency with the policies of the Group. Where there is evidence that the investment in an associate or joint venture has been impaired the carrying value of the investment is tested for impairment in the same way as other non-financial assets. For the other unlisted investments the Group made an irrevocable election to classify these at fair value through Other Comprehensive Income, rather than profit or loss because this is considered to be more appropriate for these strategic investments. They were initially recorded at fair value and then remeasured at subsequent reporting dates with the unrealised gains and losses recognised in Other Comprehensive Income. Investment funds are measured at fair value through profit or loss with unrealised gains and losses recognised in the Income Statement. Loans to associates and joint ventures are measured at amortised cost and where appropriate a 12-month expected credit loss allowance is recorded on initial recognition. If there is subsequent evidence of a significant increase in the credit risk the allowance is increased to reflect the full lifetime expected credit loss. The carrying amount of investments and loans to associates and joint ventures are as follows: Loans Investments Loans to Total joint Other associates and Joint ventures and unlisted Investment Total joint ventures ventures Associates associates investments funds investments €m €m €m €m €m €m €m At 1 April 2022 0.9 1.5 8.2 9.7 4.6 11.1 25.4 Additions 0.4 – 2.0 2.0 – – 2.0 Repayments (0.3) – – – – – – Share of retained profits (losses) – 0.5 (0.5) – – – – Dividend income – (0.1) (0.5) (0.6) – – (0.6) Fair value adjustment on cash flow hedges – – 0.3 0.3 – – 0.3 Fair value movement on investment funds – – – – – (0.2) (0.2) Impairment charge – – (0.9) (0.9) – – (0.9) Disposals – (0.1) (0.1) (0.2) – – (0.2) Reclassification – (0.7) 0.7 – – – – Exchange rate changes – – (0.1) (0.1) – – (0.1) At 31 March 2023 1.0 1.1 9.1 10.2 4.6 10.9 25.7 Acquired – – 0.4 0.4 – – 0.4 Additions 0.3 – 0.8 0.8 – – 0.8 Repayments (0.3) – – – – – – Share of retained profits – – 0.9 0.9 – – 0.9 Dividend income – (0.1) (0.5) (0.6) – – (0.6) Fair value movement on other unlisted investments – recognised in Other Comprehensive Income – – – – 1.8 – 1.8 Fair value movement on investment funds – recognised in Income Statement – – – – – 0.4 0.4 Transferred to disposal group classified as held for sale (note 6.4) – – (2.8) (2.8) – – (2.8) Fair value adjustment on cash flow hedges – – 0.1 0.1 – – 0.1 At 31 March 2024 1.0 1.0 8.0 9.0 6.4 11.3 26.7 * The share of retained profits from total joint ventures and associates comprises €0.5m (2023: €0.3m) within continuing operations and €0.4m (2023: €0.3m loss) within discontinued operations (note 6.4). Notes to the financial statements continued 196 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.4 Investments and loans to associates and joint ventures continued Of the loans to associates and joint ventures totalling €1.0m (2023: €1.0m), €0.6m (2023: €0.8m) are current and €0.4m (2023: €0.2m) are non-current. Total investments are split €nil current (2023: €10.9m) and €26.7m non-current (2023: €14.8m). Investments in joint ventures are held at €nil when the Group’s share of losses exceeds the carrying amount. Details of joint ventures and associated investments are shown in note 8.1. No joint venture or associate is considered individually material to the Group for further disclosure. The prior year impairment charge of €0.9m has been restated within the 31 March 2023 Income Statement as it is part of the UK Municipal business, which has been reclassified as a discontinued operation. In the current year management have shown the total investments in joint ventures and associates separately on the face of the balance sheet, the prior year balance sheet has been restated to show the total joint ventures and associated separately from other investments. 4.5 Financial assets relating to PPP contracts Accounting policies and key judgements Financial assets relating to PPP contracts are classified as financial assets at amortised cost and are initially recognised at the fair value of consideration receivable and subsequently at amortised cost. These service concession arrangements under IFRIC 12 represent the present value of the future cash flows of the contract. These cash flows are dependent on, amongst other things, tonnages, indexation, recycling rates and labour costs. The IFRS 9 general approach is applied in relation to expected credit loss which requires an allowance to be recorded on initial recognition if appropriate and then at each reporting date an assessment is made to determine the changes in the risk of default occurring over the expected life of the financial asset. The UK Municipal division entered into PPP long-term waste management contracts with local authorities which included the infrastructure capital costs. UK local authorities have historically held a strong credit profile with the capacity to meet financial commitments and none that Renewi contract with have ever defaulted. The UK has recently experienced some councils declaring themselves “effectively bankrupt” (a Section 114 notice), but this means they cannot enter into new contracts whilst still being expected to honour existing contracts, and we would expect waste collection and processing to be an essential service. These financial assets are assessed to have low credit risk based on low risk of default, the vital nature of the service being provided and strong financial capacity to meet contractual cash flow obligations in the near term. Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the local authority’s ability to fulfil its obligations. The Group is the operator for one class of service concession arrangements, that of the provision of waste treatment and waste treatment facilities, and these are classified as service concession arrangements in accordance with IFRIC 12. If the Group underperforms, including failure to divert waste from landfill, the contract can be terminated before the end of its term. On the basis that the Group acted as agent versus principal in the provision of construction services and the historical presentation of the revenue and costs associated with the construction services net in the Income Statement, we consider that the most appropriate classification of the PPP non-recourse debt cash flows in the Statement of Cash Flows is as financing outflows and capital received in relation to PPP financial assets as investing cash flows and not as operating cash flows. This classification has been consistently applied to all periods presented in the financial statements. Renewi plc Annual Report and Accounts 2024 197 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.5 Financial assets relating to PPP contracts continued The table below sets out the Group’s interest in service concession arrangements as at 31 March 2024. There have been no changes to any of the arrangements during the year ended 31 March 2024. Full-Service Contract Financial close Commencement Contract Expiry Interests in Special Purpose Vehicle Argyll & Bute September 2001 April 2003 September 2026 Renewi: 100% Cumbria June 2009 April 2013 June 2034 Renewi: 100% Wakefield January 2013 December 2015 February 2038 Renewi: 50.001% Equitix Infrastructure 4 Limited: 49.999% Barnsley, Doncaster March 2012 July 2015 June 2040 Renewi: 100% and Rotherham East London December 2002 August 2007 December 2027 Renewi: 20% Waste Authority JLEN Environmental Assets Group (UK) Limited: 80% The movements in financial assets during the year were as follows: €m At 1 April 2022 143.4 Income recognised in the Income Statement (reclassified to discontinued operations): Interest Income (note 6.4) 8.6 Advances 0.5 Repayments (16.1) Exchange rate changes (5.4) At 31 March 2023 131.0 Income recognised in discontinued operations in the Income Statement: Interest Income (note 6.4) 8.1 Advances 0.8 Repayments (15.9) Transferred to disposal group classified as held for sale (note 6.4) (127.6) Exchange rate changes 3.6 At 31 March 2024 – Current – Non-current – At 31 March 2024 – Current 7.6 Non-current 123.4 At 31 March 2023 131.0 At 31 March 2024 and 2023 there was no expected credit loss allowance recorded in relation to the financial assets relating to PPP contracts as explained in note 5.7. The table below reconciles the financial asset repayments to the Statement of Cash Flows: 2024 2023 €m €m Capital received in respect of PPP financial assets included in outflows in respect of PPP arrangements under the financial asset model net of capital received in cash flows from investing activities 6.9 6.6 Interest in relation to PPP financial assets included in finance income in cash flows from investing activities 9.0 9.5 15.9 16.1 Notes to the financial statements continued 198 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.6 Capital commitments 2024 2023 €m €m Contracts placed for future intangible assets 7.8 7.6 Contracts placed for future capital expenditure on property, plant and equipment 28.1 53.1 Contracts placed for future right-of-use assets 21.9 17.7 4.7 Inventories Accounting policy Inventories are stated at the lower of cost and net realisable value and are measured on a first in first out basis. Inventories are analysed as follows: 2024 2023 €m €m Raw materials and consumables 14.8 15.0 Finished goods 8.6 10.2 23.4 25.2 In the year there was a write down of €nil (2023: €0.1m) of inventories to net realisable in the Commercial Waste division. The charge was recognised as a cost of sale. 4.8 Trade and other receivables Accounting policy Trade receivables and accrued income do not carry interest and are initially recognised at the transaction price and are subsequently measured at amortised cost net of impairment loss allowances. Accrued income relates to the Group’s rights to consideration for work completed but not billed at the reporting date until they become unconditional, at which point they are transferred to trade receivables. Unbilled amounts arise when revenue is recognised prior to an invoice being raised to the customer; typically, this arises when supporting documentation is required to be delivered with the invoice, the invoice needs to be agreed with the customer prior to issue or revenue is recognised over time with the invoice only raised on completion of all the performance obligations. The Group applies the IFRS 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected allowance for all trade receivables and accrued income and includes an assessment of both the current and forecast conditions at the reporting date. To measure the ECL, trade receivables and accrued income have been assessed by the divisions and grouped based on ageing. Accrued income relates to unbilled services provided and has substantially the same risk characteristics as trade receivables. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for accrued income. The ECL on trade receivables and accrued income is estimated using a provision matrix by reference to payment profiles of revenue. In addition outstanding trade receivables and accrued income are reviewed on a detailed customer by customer basis taking into account general economic conditions of the industry in which the debtor operates in, past default experience and an analysis of the current customer financial position. For receivables other than trade receivables and accrued income the general approach under IFRS 9 is applied which requires an ECL allowance to be recorded on initial recognition if appropriate and then at each reporting date an assessment is made to determine any changes in the risk of default occurring over the expected life of the receivable. Renewi plc Annual Report and Accounts 2024 199 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.8 Trade and other receivables continued The Group has an invoice finance facility whereby certain of its trade receivables are sold for an upfront cash payment to a third party on a regular basis and are only recognised to the extent of the Group’s continuing involvement. For the trade receivables derecognised the Group has not retained substantially all the risks and rewards of ownership and control has not passed to the third party. The Group continues to recognise part of the trade receivable according to the Group’s continuing exposure to the risks and rewards, the value is minimal and is determined by the extent to which the Group is exposed to any remaining late payment risk. The Group continues to perform the servicing of the receivables sold and is not authorised to use the receivables sold other than in its capacity as servicer. The value of this service is not considered material for specific disclosure. Other receivables includes amounts recoverable under invoice finance arrangements from the third party which are classified at fair value through profit and loss. The classification is appropriate as the receivables are held within a business model which has the objective to sell contractual cash flows. Amounts owed under leases where the Group is the lessor and the terms of the lease meet the definition of a finance lease are also classified as other receivables. Trade and other receivables are analysed as follows: 2024 2023 €m €m Non-current assets Other receivables 1.1 1.0 Prepayments – 2.7 1.1 3.7 Current assets Trade receivables 152.0 192.8 Accrued income 70.7 86.7 Expected credit loss allowance (5.3) (22.2) Trade receivables and accrued income – net 217.4 257.3 Other receivables 16.9 16.6 Prepayments 11.3 15.7 245.6 289.6 The carrying amounts of trade and other receivables are denominated in the following currencies: 2024 2023 €m €m Euro 245.9 262.0 Sterling 0.8 31.3 246.7 293.3 As at 31 March 2024 the total value of trade receivables subject to the invoice finance facilities, which are derecognised and therefore not included above, was €122.1m (2023: €103.3m). The Group recognises the continuing involvement carrying amount in trade receivables of €1.7m (2023: €1.2m) and therefore the net amount of transferred assets was €120.4m (2023: €102.1m). The carrying amount of the associated liability was €1.7m (2023: €1.2m). The Group considers that the carrying amount of the continuing involvement asset and related liability equals the fair value. The amount owed to the Group from the financial institutions providing invoice finance facilities is €6.6m (2023: €10.8m). This represents the portion of the receivable that has been sold that is not advanced but is covered by credit insurance and is included within other receivables. This classification also includes €1.3m (2023: €1.0m) relating to the net investment in leases where the Group acts as lessor of which €1.0m (2023: €0.9m) is non-current and €0.3m (2023: €0.1m) is current. No financial assets within other receivables were impaired in the current or prior year. In addition to its invoice finance facilities the Group, within certain jurisdictions of its Maltha division, has access to finance through a customer’s supplier financing arrangement (reverse discounting), whereby the group can elect to receive payment of certain trade receivables in advance of its customer’s credit terms. As at the year end the Group had accessed €5.9m in advance of its customer’s credit terms. Notes to the financial statements continued 200 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.8 Trade and other receivables continued The expected credit loss allowance for trade receivables and accrued income is equivalent to 2% (2023: 8%) of gross trade receivables and accrued income and the movement in the loss allowance is shown below: 2024 2023 €m €m At 1 April 22.2 26.0 Charged to Income Statement 0.2 0.4 Released to Income Statement (0.6) (3.0) Utilised (1.6) (0.7) Transferred to disposal group classified as held for sale (note 6.4) (15.2) – Exchange rate changes 0.3 (0.5) At 31 March 5.3 22.2 The net release to the Income Statement of €0.4m (2023: €2.6m) is split €0.2m from continuing operations (2023: €2.7m) and €0.2m from discontinued operations (2023: €0.1m charge). The expected credit loss allowance includes €nil (2023: €14.8m) in relation to 100% of the gross receivable balance for the receivables relating to the terminated Derby contract in the UK Municipal business line within Specialities which has been included within the amount transferred to the disposal group classified as held for sale. For March 2023 this receivable is included in the category of more than 180 days past due, for March 2024 it has been transferred to the disposal group classified as held for sale. The expected credit loss allowance for trade receivables and accrued income is as follows: More than More than More than 30 days 90 days 180 days 31 March 2024 Current past due past due past due Total Expected loss rate % 1% 5% 17% 42% 2% Gross carrying amount (€m) 204.6 5.7 6.4 6.0 222.7 Expected credit loss allowance (€m) 1.4 0.3 1.1 2.5 5.3 31 March 2023 Expected loss rate % 1% 6% 11% 84% 8% Gross carrying amount (€m) 245.0 6.8 5.5 22.2 279.5 Expected credit loss allowance (€m) 2.5 0.4 0.6 18.7 22.2 No expected credit loss allowance is recognised for other receivables. The decrease in receivables in the Statement of Cash Flows of €15.7m differs to the balance sheet movement of €46.6m by €30.9m mainly as a result of the transfer of receivables directly associated with assets classified as held for sale (see note 6.4) and acquisitions and disposals. The impact of assets acquired or disposed is presented in the Statement of Cash Flows within the €0.2m disposal of subsidiary and business assets net of acquisition of business assets. Renewi plc Annual Report and Accounts 2024 201 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.9 Trade and other payables and other non-current liabilities Accounting policy Trade and other payables are not interest bearing and are measured initially at fair value and subsequently held at amortised cost. Where a government grant has been received in relation to an item of capital expenditure it is generally deducted from the carrying amount of the asset purchased once all relevant conditions, such as completion of the project and an independent audit of costs, have been met. In circumstances where the grant has been received and all conditions of receipt have not been met the government grant is recognised as a liability at the value of the cash received. On satisfaction of all conditions it is subsequently transferred to plant and equipment. Trade and other payables and other non-current liabilities are analysed as follows: 2024 2023 €m €m Non-current liabilities Accruals and other payables 11.0 17.6 Other tax and social security payables – 10.8 Deferred revenue – 5.2 Government grants – 1.1 11.0 34.7 Current liabilities Trade payables 145.5 121.2 Accruals and other payables 224.0 284.7 Other tax and social security payables 51.4 62.6 Deferred revenue 48.0 49.7 Deferred consideration 0.2 – Government grants 4.8 3.6 473.9 521.8 The carrying amounts of trade and other payables and other non-current liabilities are denominated in the following currencies: 2024 2023 €m €m Euro 482.0 496.6 Sterling 2.9 59.9 484.9 556.5 The €11.0m (2023: €17.6m) non-current accruals and other payables relates to off-take of certain soil related products which are expected to take up to 18 months to clear. At 31 March 2024, the balance of interest accrued relating to total borrowings was €6.1m (2023: €5.9m) and was included within the accruals and other payables balance. This balance was after finance charges of €41.8m (2023: €29.1m) (including the finance charges impact of the interest rate swaps) net of a cash outflow of €41.9m (2023: €31.3m) (excluding €2.8m (2023: €0.4m) of loan fees) and (€0.2)m (2023: €0.2m) relating to exchange rate changes. Deferred revenue primarily relates to waste received or collected which has not yet been processed in accordance with the performance obligations of the contracts with customers. At each month end the amount of unprocessed waste is determined and there is an adjustment to revenue with a corresponding credit to deferred revenue. Additionally, in the UK Municipal business line within Specialities deferred revenue relates to the service element of the PPP contracts known as life cycle as explained in note 3.1. Of the deferred revenue recognised at 31 March 2023 of €54.9m (2022: €53.2m), €53.9m (2023: €47.3m) has been recognised in revenue during the year ended 31 March 2024 and €nil (2023: €4.9m) was sold as part of a disposal of business assets during the year. The decrease in payables in the Statement of Cash Flows of €9.7m differs to the balance sheet movement of €71.6m by €61.9m as a result of the transfer of liabilities directly associated with assets classified as held for sale (see note 6.4), capital creditors, foreign exchange, interest accruals and acquisitions and disposals. Notes to the financial statements continued 202 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.10 Provisions Accounting policy The Group’s policies on provisions for specific areas are: • Site restoration and aftercare provisions are recognised at the net present value (NPV) of the estimated future expenditure required to settle the Group’s restoration and aftercare obligations at its landfill and mineral extraction sites. Provision is made for the Group’s unavoidable costs in relation to restoration liabilities. Provision is made for the NPV of post closure costs (aftercare) as the aftercare liability arises. A landfill site asset within property, plant and equipment is created on acquisition or as a result of a significant extension to the site and the asset is then depreciated over the operational period of the site. Costs are charged to the Income Statement based on the quantity of waste deposited in the year, in order to build up the required provision during the operating period of the landfill site. • Aftercare provisions relate to landfill sites in the Netherlands, Belgium and the UK. The aftercare obligations in relation to the Netherlands landfill sites are transferred to the Province in line with the legal framework which requires the Group to prepare aftercare plans which must be approved by the Province. The Group is required to provide the funds to the Province which are then administered and controlled by the Province per landfill location. The Group recognises an aftercare provision to the extent that additional contributions are required. For the landfill sites in Belgium and the UK the aftercare obligation remains with the Group. • Onerous contract provisions are recognised at the NPV of the future cash flows when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits expected to be received. • Legal and warranty provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. The value of the provision is management’s best estimate of the expenditure required to settle the present obligation based on the most likely outcome. • Provisions for restructuring costs are recognised when a detailed formal plan exists and those affected by that plan have a valid expectation that the restructuring will be carried out. • Long-service employee awards included within Other provisions are recognised as long-term employee benefits in relation to employees in the Netherlands and Belgium in accordance with IAS 19 Employee Benefits. The valuation method is similar to defined benefit pension schemes although the cost is recognised immediately in the Income Statement. These plans are unfunded. • The split of timings of outflows is not certain and has been estimated based on management’s latest expectation. Judgements and estimates The discount rates are reviewed at each year end with consideration given to relevant market rates. Determining appropriate discount rates to apply to provisions is complex and a source of significant estimation uncertainty. The key input is risk free rates and movement in these rates had been relatively low in previous years. The landfill provisions are principally located in the Netherlands and Belgium. The discount rate is calculated with reference to German Government bond yields as an appropriate Eurozone country primarily due to their higher degree of liquidity compared to Dutch and Belgian Government bonds. The onerous contract provisions are principally in the UK and the discount rate is calculated with reference to UK Government bond yields. In determining the discount rate, consideration is also given to the timing of future cash flows. The cash flows used to determine the outstanding provision are risk adjusted and include annual inflation so there is no risk adjustment included within the nominal discount rate. In all cases, the final determination of rates used has taken into consideration average bond yields over the last 10 and 20 years and the market bond yields at 31 March 2024. The rates used are not materially different to the market data bond yields at 31 March 2024, differing by between 0.01% and 0.03%. The table below sets out the range of nominal discount rates used for the significant provisions: Type of provision 2024 2023 % % Landfill provisions in the Netherlands and Belgium 2.25 to 2.45 2.20 to 2.30 Landfill provisions in the UK 4.05 to 4.15 3.40 Onerous contract provisions in the UK 3.80 to 4.25 3.25 to 3.75 Renewi plc Annual Report and Accounts 2024 203 Strategic report Governance report Financial statements Other information SECTION 4. Operating assets and liabilities continued 4.10 Provisions continued Provisions are analysed as follows: Site restoration Onerous Legal and and aftercare contracts warranty Restructuring Other Total €m €m €m €m €m €m At 1 April 2022 156.9 138.9 23.1 4.0 25.3 348.2 Acquisition through business combinations – – – – 1.3 1.3 Provided in the year 4.9 0.2 0.4 2.6 5.0 13.1 Released in the year – – (15.1) (1.5) (3.3) (19.9) Disposed of in the year – – – – (1.8) (1.8) Finance charges – unwinding of discount (note 5.4) 4.1 4.0 – – 0.2 8.3 Utilised in the year (5.5) (17.3) (0.9) (2.1) (1.5) (27.3) Exceptional impact of change in discount rates and reassessment of UK Municipal contracts (note 3.3) 4.3 21.3 – – (0.2) 25.4 Exchange rate changes (0.2) (5.2) – – – (5.4) At 1 April 2023 164.5 141.9 7.5 3.0 25.0 341.9 Acquisition through business combinations – – – – 0.3 0.3 Provided in the year 4.0 1.0 0.2 7.8 4.2 17.2 Released in the year (2.3) (0.9) (2.4) (0.9) (2.1) (8.6) Finance charges – unwinding of discount (note 5.4) 4.2 5.4 – – 0.1 9.7 Utilised in the year (7.0) (16.9) (0.6) (4.6) (2.0) (31.1) Exceptional impact of change in discount rates (note 3.3) (1.6) (3.1) – – – (4.7) Transferred to disposal group classified as held for sale (note 6.4) – (129.5) – (0.1) – (129.6) Exchange rate changes 0.1 3.7 0.1 – – 3.9 At 31 March 2024 161.9 1.6 4.8 5.2 25.5 199.0 Within one year 10.3 0.9 1.1 5.2 4.0 21.5 Between one and five years 51.6 0.5 0.7 – 6.9 59.7 Between five and ten years 48.0 0.2 0.4 – 4.2 52.8 Over ten years 52.0 – 2.6 – 10.4 65.0 At 31 March 2024 161.9 1.6 4.8 5.2 25.5 199.0 Within one year 11.3 18.9 4.0 3.0 6.5 43.7 Between one and five years 40.6 62.3 0.4 – 6.0 109.3 Between five and ten years 61.9 32.8 0.5 – 3.3 98.5 Over ten years 50.7 27.9 2.6 – 9.2 90.4 At 31 March 2023 164.5 141.9 7.5 3.0 25.0 341.9 * The finance charges for the unwinding of discount in the year is split between continuing operations €4.1m (2023: €4.2m), as per note 5.4, and discontinued operations €5.6m (2023: €4.1m). Notes to the financial statements continued 204 Renewi plc Annual Report and Accounts 2024 SECTION 4. Operating assets and liabilities continued 4.10 Provisions continued Site restoration and aftercare The Group’s unavoidable costs have been reassessed at the year end and the NPV fully provided for. The site restoration provisions at 31 March 2024 relate to the cost of final capping and covering of the landfill and mineral extraction sites. These site restoration costs are expected to be paid over a period of up to 27 years (2023: 28 years) from the balance sheet date. Aftercare provisions cover post- closure costs of landfill sites which include such items as monitoring, gas and leachate management and licensing. For aftercare provisions relating to Dutch landfill sites where the province administers and controls the aftercare fund, payments are made to the province at predetermined dates over a period of up to 10 years. Where the Group is responsible for the aftercare the dates of payments of these aftercare costs are uncertain but are anticipated to be over a period of at least 30 years from closure of the relevant landfill site. All site restoration and aftercare costs have been estimated by management based on current best practice and technology available and may be impacted by a number of factors, including changes in legislation and technology. Onerous contracts Onerous contract provisions arise when the unavoidable costs of meeting contractual obligations exceed the cash flows expected. They are provided for at the lower of the NPV of either exiting the contracts or fulfilling our obligations under the contracts. The provisions have been calculated on the best estimate of likely future cash flows over the contract term based on the latest projections, including assumptions on inflationary increases, tonnage inputs, off-take availability and recyclates pricing. The provisions are to be utilised over the period of the contracts to which they relate with the latest date being 2040. The majority of these contracts are now treated as part of the disposal group classified as held for sale, see note 6.4. Legal and warranty Legal and warranty provisions relate to legal claims, warranties and indemnities. Under the terms of the agreements for the disposal of certain businesses, the Group has given a number of warranties and indemnities to the purchasers which may give rise to payments. The Group has a liability until the end of the contractual terms in the agreements. The Group considers each warranty provision based on the nature of the business disposed of and the type of warranties provided with judgement used to determine the most likely obligation. On 6 February 2020, the European Commission announced its decision to initiate a formal investigation in which it alleges that the Walloon Region of Belgium provided state aid to the Group in relation to the Cetem landfill. An adverse judgement would have required the Walloon Region to seek repayment from the Group and a provision of €15.1m was recognised. On 3 March 2023, the European Commission concluded its formal investigation and determined that the Belgian Walloon Region did not provide State Aid to the Group. As a result the provision was released during the year ended 31 March 2023. Restructuring The restructuring provision primarily relates to redundancy and related costs incurred as a result of restructuring initiatives. The provision is expected to be spent in the following twelve months as affected employees leave the business. Other Other provisions includes dilapidations €10.0m (2023: €10.9m), long-service employee awards €6.2m (2023: €6.0m) and other environmental liabilities €9.3m (2023: €8.1m). The dilapidations provisions are determined on a site-by-site basis using internal expertise and experience and are calculated as the most likely cash outflow at the end of the contracted obligation. The provisions will be utilised over the period up to 2072. Sensitivities Landfill provisions in the Netherlands and Belgium A 0.5% change in the nominal discount rates would result in a €8m (2023: €9m) change in the provision. In assessing the future cash flows, assumptions on inflation have been taken into account. The costs for the year from 1 April 2024 have been inflated to reflect current market pricing depending on the nature of the cost, external inflation forecasts and taking into account actual inflation experienced to date and any legal and contractual circumstances. For all subsequent periods a 2% inflation rate has been assumed in line with the ECB’s monetary policy target. Further changes for costs of key items, such as capping materials and water treatment may arise but they are difficult to estimate. For illustration, the impact of a further 5% increase in these key costs would lead to an increase in provisions of €6m. Renewi plc Annual Report and Accounts 2024 205 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing This section outlines how the Group manages its capital structure and related financing costs. It includes cash, borrowings, derivatives and the equity of the Group. The instruments in place enable the Group to maintain the required capital structure in order to finance the activities both now and in the future. Total net debt reflects the Group’s cash and cash equivalents and borrowings, including IFRS 16 lease liabilities and PPP cash and non-recourse debt. Net debt for covenant reporting includes cash and cash equivalents and finance leases previously reported under IAS 17 but excludes additional lease liabilities reported under IFRS 16 and both cash and the non-recourse debt relating to the UK PPP contracts. 5.1 Movement in total net debt 2024 Other Transferred to At At Acquired non-cash disposal group held Exchange 31 March 1 April 2023 Cash flows (Note 6.1) changes for sale (Note 6.4) movements 2024 €m €m €m €m €m €m €m RCF and overdrafts – floating interest rates (101.2) (52.4) – 0.9 – – (152.7) Bank loans and private placements – fixed interest rates (104.6) 15.0 – – – – (89.6) Retail bonds (199.5) – – (0.2) – – (199.7) Lease liabilities (254.8) 55.3 – (60.0) 6.8 (0.3) (253.0) Debt excluding PPP non-recourse debt (660.1) 17.9 – (59.3) 6.8 (0.3) (695.0) PPP non-recourse debt (88.3) 5.3 – – 85.4 (2.4) – Total gross debt (748.4) 23.2 – (59.3) 92.2 (2.7) (695.0) Cash and cash equivalents – core 43.7 35.8 0.7 – (1.6) 0.4 79.0 Cash and cash equivalents – restricted relating to PPP contracts 19.0 3.3 – – (22.9) 0.6 – Total net debt (685.7) 62.3 0.7 (59.3) 67.7 (1.7) (616.0) Analysis of total net debt: Net debt excluding PPP non-recourse net debt (616.4) 53.7 0.7 (59.3) 5.2 0.1 (616.0) PPP non-recourse net debt (69.3) 8.6 – – 62.5 (1.8) – Total net debt (685.7) 62.3 0.7 (59.3) 67.7 (1.7) (616.0) 2023 Other Transferred to At At Acquired non-cash disposal group held Exchange 31 March 1 April 2022 Cash flows (Note 6.1) changes for sale movements 2023 €m €m €m €m €m €m €m RCF and overdrafts – floating interest rates (14.1) (79.4) (7.0) (0.6) – (0.1) (101.2) Bank loans and private placements – fixed interest rates (24.8) (80.0) – 0.2 – – (104.6) Retail bonds (299.2) 100.0 – (0.3) – – (199.5) Lease liabilities (219.8) 47.5 (30.7) (52.0) – 0.2 (254.8) Debt excluding PPP non-recourse debt (557.9) (11.9) (37.7) (52.7) – 0.1 (660.1) PPP non-recourse debt (100.2) 8.1 – – – 3.8 (88.3) Total gross debt (658.1) (3.8) (37.7) (52.7) – 3.9 (748.4) Cash and cash equivalents – core 42.5 1.5 – – – (0.3) 43.7 Cash and cash equivalents – restricted relating to PPP contracts 21.1 (1.1) – – – (1.0) 19.0 Total net debt (594.5) (3.4) (37.7) (52.7) – 2.6 (685.7) Analysis of total net debt: Net debt excluding PPP non-recourse net debt (515.4) (10.4) (37.7) (52.7) – (0.2) (616.4) PPP non-recourse net debt (79.1) 7.0 – – – 2.8 (69.3) Total net debt (594.5) (3.4) (37.7) (52.7) – 2.6 (685.7) Notes to the financial statements continued 206 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.1 Movement in total net debt continued 2024 2023 €m €m Net increase in cash and cash equivalents 39.8 0.4 Net decrease (increase) in borrowings and lease liabilities 23.2 (3.8) Cash flows in total net debt 63.0 (3.4) Bank loans and lease liabilities acquired through a business combination – (37.7) Lease liabilities entered into during the year (60.0) (57.4) Lease liabilities cancelled during the year – 5.4 Capitalisation of loan fees 2.8 0.3 Amortisation of loan fees (2.1) (1.0) Transferred to disposal group classified as held for sale (note 6.4) 67.7 – Exchange (loss) gain (1.7) 2.6 Movement in total net debt 69.7 (91.2) Total net debt at beginning of year (685.7) (594.5) Total net debt at end of year (616.0) (685.7) 5.2 Cash and cash equivalents Accounting policy In the prior year cash and cash equivalents included core cash balances and restricted cash at bank balances relating to UK Municipal and were held at amortised cost. In the current year these balances, totalling €24.5m, have been transferred to assets held for sale as part of the UK Municipal disposal group, see note 6.4. The cash held in the PPP Special Purpose Vehicles (SPVs) is not freely available to the Group as the funds are restricted in accordance with the contracts entered into between the SPVs and the banks and cash can only be released to the Group when approved by the lenders. Also included in cash and cash equivalents is €4.3m (2023: €4.0m) held by non-subsidiaries which is only available to the Group in consultation with all other partners. Cash and cash equivalents are analysed as follows: 2024 2023 €m €m Cash at bank and in hand – core 79.0 43.7 Cash at bank – restricted relating to PPP contracts – 19.0 Total cash and cash equivalents 79.0 62.7 * The current year balance of €22.9m has been transferred to assets held for sale as part of the UK Municipal disposal group, so is no longer part of the above disclosure – see note 6.4. The carrying amounts of cash and cash equivalents are denominated in the following currencies: 2024 2023 €m €m Euro 50.1 22.2 Sterling 28.9 40.5 79.0 62.7 Renewi plc Annual Report and Accounts 2024 207 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 5. Capital structure and financing continued 5.3 Borrowings Accounting policy Retail bonds and bank borrowings Retails bonds and interest bearing loans are recorded at their initial fair value which normally reflects the proceeds received, net of direct issue costs and subsequently at amortised cost. When the Group exchanges one debt instrument for another one with an existing lender and with substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modifications of the terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. The terms are considered to be substantially different if the discounted present value of the cash flows under the new terms calculated using the original effective rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. Any gain or loss on extinguishment is recognised in the Income Statement. Lease liabilities The Group leases various real estate properties and items of plant, machinery and trucks for normal business operations across the divisions. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The Group has applied the exemption not to recognise a right-of-use asset and a lease liability where the leased assets are of a low value determined as being below €5,000 when new or when the lease duration is for 12 months of less. For these items the annual expense of lease payments is disclosed in note 3.2. Estimates and assumptions • Extension and termination options are included in a number of real estate and plant and machinery leases across the Group. In determining the lease term, management has considered all facts and circumstances that create an economic incentive to exercise such options. Extension options are only included in the lease term if the lease is reasonably certain to be extended or not terminated. • The Group estimates the incremental borrowing rate by taking into account the type of right-of-use asset, the lease term and the country of operation . Borrowings are analysed as follows: 2024 2023 €m €m Non-current borrowings Retail bonds – fixed interest rates 124.7 199.5 Bank loans and private placements – fixed interest rates 89.6 89.6 Revolving credit facility – floating interest rates 152.6 101.1 Lease liabilities 207.5 208.3 PPP non-recourse debt – 83.1 574.4 681.6 Current borrowings Retail bonds – fixed interest rates 75.0 – Bank loans and private placements – fixed interest rates – 15.0 Bank overdrafts – floating interest rates 0.1 0.1 Lease liabilities 45.5 46.5 PPP non-recourse debt – 5.2 120.6 66.8 European private placements, revolving credit facility, retail bond and bank loan borrowings include capitalised loan fees of €3.1m (2023: €2.3m). PPP non-recourse debt was transferred during the year to a disposal group classified as held for sale (see note 6.4). 208 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.3 Borrowings continued The carrying amounts of borrowings are denominated in the following currencies: 2024 2023 €m €m Euro 694.4 653.0 Sterling 0.6 95.4 695.0 748.4 The table below details the maturity profile of non-current borrowings: 2024 2023 Debt excluding Debt excluding PPP non-recourse PPP non-recourse Total PPP non-recourse PPP non-recourse Total debt debt debt debt debt debt €m €m €m €m €m €m Between one and two years 46.7 – 46.7 215.1 5.7 220.8 Between two years and five years 351.6 – 351.6 211.6 18.8 230.4 Over five years 176.1 – 176.1 171.8 58.6 230.4 574.4 – 574.4 598.5 83.1 681.6 * PPP non-recourse debt was transferred during the year to a disposal group classified as held for sale (see note 6.4). Borrowings included within liabilities of disposal group classified as held for sale – at the current year end the PPP non-recourse debt of €85.4m is included within the UK Municipal disposal group, along with lease liabilities totalling €6.8m. These borrowings continue to be measured on the same basis as in the prior year, being amortised cost, and are all denominated in Sterling. The maturity profile of the borrowings from the perspective of the Group is now within one year, however the underlying maturity profile is: PPP non-recourse debt – 1-2 years €6.3m; 2-5 years €21.0m; and over 5 years €52.3m. Lease liabilities – 1-2 years €1.7m; 2-5 years €1.9m; and over 5 years €1.2m. Retail bonds At 31 March 2024, the Group had two issues of green retail bonds. The green retail bonds of €75m (2023: €75m) maturing in July 2024 have an annual gross coupon of 3.00% and the green retail bonds of €125m (2023: €125m) maturing in July 2027 have an annual gross coupon of 3.00%. The green retail bonds are unsecured and have cross guarantees from members of the Group. Further details are given in note 5.8. Bank loans and facilities – fixed interest rates and floating interest rates At 31 March 2024, the Group had a Euro denominated multicurrency green finance facility of €455m (2023: €470m), including a €400m (2023: €400m) revolving credit facility (RCF) and €55m (2023: €70m) European private placements (EUPP). In August 2023, the Group completed the renewal of its revolving credit facility of €400m for an initial five-year term with two one-year extension options, together with a €150m accordion option to increase the facility subject to lender approval at that time. The extension option does not give rise to an embedded derivative. At 31 March 2024 €155.0m (2023: €102.5m) of the RCF was drawn for borrowings in Euros with floating interest rates. The remaining €245.0m (2023: €297.5m) was available for drawing of which €48.5m (2023: €48.5m) was allocated for ancillary overdraft and guarantee facilities. The RCF qualifies as green financing as per the Green Finance Framework and is aligned to the International Capital Market Association Green Bond Principles and the Loan Market Association Green Loan Principles. There are three green KPIs which result in an interest rate margin adjustment dependent upon performance against pre-determined targets that were agreed with the Lenders. The green KPIs are non-financial and specific to the performance of the Group in the following areas: recycling rate, carbon footprint Scope 1 & 2 and lost time injury rate (LTIF). The impact of the margin adjustment is insignificant, and therefore the IFRS 9 Financial instruments solely principal payments and interest criteria are met and it is appropriate to account for the RCF on an amortised cost basis. The EUPP has a maturity of December 2025 for €10m with a fixed interest rate of 2.916% and November 2029 for €45m at a fixed interest rate of 4.676%. Renewi plc Annual Report and Accounts 2024 209 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.3 Borrowings continued The Group has a bank loan of €10m loan repayable in one lump sum on 10 November 2027 at a fixed interest rate of 4.22% and a finance contract with the European Investment Bank for a facility of €40m of which €25m is drawn at a fixed interest rate of 3.572% repayable in seven equal annual instalments commencing on 15 December 2025. All bank loans are unsecured and have cross guarantees from members of the Group. Further details are given in note 5.8. Lease liabilities The Group’s lease liabilities are payable as follows: 2024 2023 Minimum lease Minimum lease payments Interest Principal payments Interest Principal €m €m €m €m €m €m Within one year 54.4 (8.9) 45.5 54.5 (8.0) 46.5 Between one and five years 112.6 (25.6) 87.0 118.9 (23.4) 95.5 More than five years 209.1 (88.6) 120.5 198.2 (85.4) 112.8 376.1 (123.1) 253.0 371.6 (116.8) 254.8 For most plant and machinery leases the Group has an option to purchase the leased assets at the end of the lease term. There are no restrictions imposed by lessors to take out further debt or leases. Liquidity risk Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. The Group primarily manages liquidity risk by monitoring forecast cash flows to ensure that revolving credit facility drawdowns are arranged as necessary and an adequate level of headroom is maintained. As explained in note 4.8 the Group has an invoice finance facility and access to reverse factoring (receiving cash in advance of credit terms) through a customer’s supplier finance arrangement. The Group does not have any supplier finance arrangements with its suppliers. The way the Group manages liquidity risk has not changed from the previous year. Furthermore, the Group utilises its cash resources to manage its short-term liquidity. The Group has unutilised committed borrowing facilities expiring within one year of €nil (2023: €30.0m), between one and two years of €nil (2023: €80.0m) and expiring more than two years of €226.5m (2023: €169.0m) in relation to the Euro denominated multicurrency green finance and European Investment bank facilities. In addition, the Group has access to €12.5m (2023: €12.5m) of undrawn uncommitted working capital facilities. The facilities expiring comprise the retail bond of €75m in July 2024 and the €10m EUPP loan in December 2025. The following table analyses the Group’s financial liabilities, including derivative financial instruments into relevant maturity groupings. The maturities of the undiscounted cash flows, including interest and principal, at the balance sheet date are based on the earliest date on which the Group is obliged to pay and as a result will not always reconcile with the amounts disclosed in the Balance Sheet. Notes to the financial statements continued 210 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.3 Borrowings continued Total Within Between one Over contractual one year and five years five years cash flows €m €m €m €m At 31 March 2024 Retail bonds 81.0 136.3 – 217.3 Bank loans – Revolving credit facility, private placements and other bank loans 10.0 221.8 59.1 290.9 Lease liabilities 54.4 112.6 209.1 376.1 Trade and other payables 364.6 11.0 – 375.6 Financial liabilities and derivative financial liabilities 510.0 481.7 268.2 1,259.9 Fuel derivatives (1.3) (0.1) – (1.4) Financial liabilities and total derivatives 508.7 481.6 268.2 1,258.5 At 31 March 2023 Retail bonds 6.0 217.3 – 223.3 Bank loans – Revolving credit facility, private placements and other bank loans 23.6 197.0 63.9 284.5 Bank loans – PPP non-recourse debt 11.7 44.0 72.3 128.0 Lease liabilities 54.5 118.9 198.2 371.6 PPP Interest rate swaps 0.1 1.6 1.1 2.8 Fuel derivatives 1.9 0.2 – 2.1 Trade and other payables 417.1 – – 417.1 Financial liabilities and derivative financial liabilities 514.9 579.0 335.5 1,429.4 PPP Interest rate swaps (0.7) (0.7) 0.1 (1.3) Fuel derivatives (0.4) – – (0.4) Financial liabilities and total derivatives 513.8 578.3 335.6 1,427.7 Renewi plc Annual Report and Accounts 2024 211 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.4 Net finance charges Accounting policy Finance charges, including direct issue costs, are accounted for on an accruals basis in the Income Statement using the effective interest rate method. Also included is the charge for discount unwind of long-term provisions with further details provided in note 4.10. In certain circumstances, finance charges may be classified as non-trading or exceptional due to their size or incidence to enable a better understanding of the underlying net finance costs. These non-trading or exceptional income or charges include: • The change in fair value where a derivative financial instrument does not qualify for hedge accounting. • Ineffectiveness incurred by a derivative financial instrument that does qualify for hedge accounting. • The gain or loss where a derivative financial instrument is terminated. Net finance charges from continuing operations are analysed as follows: Restated 2024 2023 €m €m Finance charges Interest on borrowings 20.1 14.0 Lease liabilities interest 9.2 7.6 Unwinding of discount on provisions (note 4.10) 4.1 4.2 Interest charge on retirement benefit schemes (note 7.2) 0.3 – Other finance costs 5.8 1.9 Total finance charges 39.5 27.7 Finance income Interest income on retirement benefit schemes (note 7.2) – (0.2) Other finance income (1.5) (0.7) Total finance income (1.5) (0.9) Net finance charges 38.0 26.8 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Notes to the financial statements continued 212 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.5 Derivative financial instruments and hedging activities Accounting policy All derivatives are initially recognised at fair value and subsequently measured at fair value at each reporting date. The fair value of a derivative financial instrument is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than one year and as a current asset or liability when the remaining maturity is less than one year. In accordance with its treasury policy, the Group only holds derivative financial instruments to manage the Group’s exposure to financial risk. The Group does not hold derivative financial instruments for trading or speculative purposes. The exposure to financial risk includes interest risk and foreign exchange risk on the Group’s variable rate borrowings and commodity risk in relation to diesel consumption. The Group manages these risks through a range of derivative financial instruments, including interest rate swaps and fuel derivatives. Hedge ineffectiveness Sources of hedge ineffectiveness in the Group may arise when there is a change in circumstances that affect the terms of the hedged item such that the critical terms no longer match exactly the critical terms of the hedging instrument. For example if there is a change in the credit risk of both counterparties, if there is a change in the underlying debt profile of a variable rate loan in relation to interest rate swaps or a reduced requirement for diesel volumes in relation to the fuel derivatives. Any ineffectiveness is recognised in the Income Statement as a non-trading finance income or finance charge. Derivative financial instruments are analysed as follows: 2024 2023 Assets Liabilities Assets Liabilities €m €m €m €m Fuel derivatives – cash flow hedges 1.4 – 0.4 2.1 Interest rate swaps relating to PPP contracts – cash flow hedges – – 1.2 2.4 Total 1.4 – 1.6 4.5 Current 1.3 – 0.4 1.9 Non-current 0.1 – 1.2 2.6 Total 1.4 – 1.6 4.5 * As at 31 March 2024, the assets and liabilities arising from interest rate swaps relating to PPP contracts have been transferred to the assets classified as held for sale and liabilities of disposal group classified as held for sale, as they relate to the UK Municipal business. Fuel derivatives The notional value of wholesale fuel covered by fuel derivatives at 31 March 2024 amounted to €15.6m (2023: €17.7m). The Group has annual usage across the Netherlands and Belgium of approximately 37m litres of diesel per annum of which approximately 23m litres have been fixed at an average of €0.56 per litre for the year to 31 March 2025 (notional value €13.1m) and a further 5m litres has been fixed at an average of €0.55 per litre for the year to 31 March 2026 (notional value €2.5m). Renewi plc Annual Report and Accounts 2024 213 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.5 Derivative financial instruments and hedging activities continued The following table shows the impact of the Group’s cash flow hedges in Other Comprehensive Income: 2024 2023 €m €m At 1 April (3.6) (7.3) Effective element of changes in fair value arising from: Fuel derivatives 3.1 (8.6) Interest rate swaps relating to PPP contracts (discontinued operations) 1.1 12.3 Transfer of cumulative movement to disposal group 0.8 – At 31 March 1.4 (3.6) Net investment hedge Renewi plc, a Sterling functional currency company, has Euro borrowings of €200m (2023: €200.0m) with a fair value of €195.4m (2023: €196.5m) which have been designated as a net investment hedge of the Group’s investments denominated in Euros. The hedge was 100% effective for the year ended 31 March 2024 (2023: 100%), and as a result the related exchange loss of €5.4m (2023: €9.5m gain) has been recognised in the exchange reserve in the consolidated financial statements. The following tables show the impact of the Group’s cash flow hedges and net investment hedge on the Balance Sheet, Other Comprehensive Income and Income Statement: Hedging instrument Hedged item Change in the Cumulative cash Hedge Change in the fair value flow hedge ineffectiveness fair value used to movement in included in the Cumulative used to Nominal determine Other Income movement in determine amount at hedge Comprehensive Statement in exchange hedge Weighted 31 March 2024 effectiveness Income the year reserve effectiveness average Hedge March 2024 €m €m €m €m €m €m hedged rate ratio Fuel derivatives/ €0.56 purchase of diesel 15.6 3.1 1.4 – – (3.1) per litre 1:1 Net investment hedge: Euro borrowings/investment in Euro denominated subsidiaries 200.0 (5.8) – – (19.3) 5.8 – 1:1 Included in disposal group: Interest rate swaps/ variable rate borrowings relating to PPP contracts 88.9 1.1 (0.9) (0.2) – 0.9 4.07% 1:1 Hedging instrument Hedged item Change in the Cumulative cash Hedge fair value flow hedge ineffectiveness Change in the used to movement in included in the Cumulative fair value used Nominal determine Other Income movement in to determine amount at hedge Comprehensive Statement in exchange hedge Weighted 31 March 2023 effectiveness Income the year reserve effectiveness average Hedge March 2023 €m €m €m €m €m €m hedged rate ratio Fuel derivatives/ €0.62 purchase of diesel 17.7 (8.6) (1.7) – – 8.6 per litre 1:1 Interest rate swaps/ variable rate borrowings relating to PPP contracts 91.6 13.5 (1.9) (0.9) – (12.6) 4.07% 1:1 Net investment hedge: Euro borrowings/investment in Euro denominated subsidiaries 200.0 8.0 – – (24.7) (8.0) – 1:1 Notes to the financial statements continued 214 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.6 Financial instruments and related disclosures Accounting policy The Group classifies and measures its financial assets at amortised cost or at fair value (either through Other Comprehensive Income or through profit or loss). The classification depends on the entity’s business model for managing the financial assets and the contractual term of the cash flows. 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. Derivatives are initially recognised at fair value and subsequently measured at fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. Derivatives which are not hedging instruments are measured at fair value through profit or loss upon initial recognition Investment funds are classified and measured at fair value through profit or loss with changes in the fair value recognised in the Income Statement. Unlisted investments not held for trading are held at fair value and the Group has elected to present subsequent changes in fair value in Other Comprehensive Income. Dividends on these investments are recognised in the Income Statement when the Group’s right to receive the dividends is established, it is probable that they will be paid and the amount can be reliably measured. Financial liabilities are classified and measured at fair value through profit or loss or at amortised cost . Fair value hierarchy The Group uses the following hierarchy of valuation techniques to determine the fair value of financial instruments: • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. • Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. During the year ended 31 March 2024, there were no transfers between level 1 and level 2 fair value measurements, but there has been a transfer from level 2 to level 3. The other unlisted non-current investments, comprising unconsolidated companies, were included in level 2 for the year ended 31 March 2023, as the fair value approximated to observable book values, being the original purchase price. In the current year there has been a movement in the valuation of these investments, such that they are now carried at a fair value that is not based on observable market data. The fair value of these investments has been calculated through discounting future cash flows, being the best estimate of future dividend income streams discounted using the applicable cost of equity. The significant unobservable inputs used in the level 3 fair value measurements were the risk adjusted discount rate and the expected cash inflows from dividends. The risk adjusted discount rate of 12.19% (2023: 16.34%) has been used in the fair value measurement. Increasing either the discount rate or cash inflows by +/- 5% leads to changes in fair values that are less than €1.0m, and it is concluded that no reasonably possible change to either of these assumptions would result in a material change to the fair value of the investment. Valuation techniques used to derive level 2 fair values • In the prior year, other unlisted non-current investments comprise unconsolidated companies where the fair value approximates the book value. • Valuations for investment funds are provided by the fund manager. • Derivative financial instruments are determined by discounting the future cash flows using the applicable period-end yield curve. • The fair values of the fixed interest rate bank loans and private placements are determined by discounting the future cash flows using the applicable period-end yield curve. • The fair value of retail bonds is based on indicative market pricing . Renewi plc Annual Report and Accounts 2024 215 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.6 Financial instruments and related disclosures continued Valuation techniques used to derive level 3 fair values • In the current year, the unlisted non-current investments, comprising unconsolidated companies, have been fair valued by discounting the expected future cash flows from dividend income streams using a pre-tax expected market rate of return. The table below presents the Group’s assets and liabilities measured at fair values: Level 2 Level 3 Total 2024 2023 2024 2023 2024 2023 €m €m €m €m €m €m Assets Unlisted non-current investments (note 4.4) – 4.6 6.4 – 6.4 4.6 Investment funds (note 4.4) 11.3 10.9 – – 11.3 10.9 Derivative financial instruments (note 5.5) 1.4 1.6 – – 1.4 1.6 12.7 17.1 6.4 – 19.1 17.1 Liabilities Derivative financial instruments (note 5.5) – 4.5 – – – 4.5 Bank loans and private placements – fixed interest rates (note 5.3) 95.0 110.6 – – 95.0 110.6 Retail bonds (note 5.3) 195.4 196.5 – – 195.4 196.5 290.4 311.6 – – 290.4 311.6 Carrying value of financial assets and financial liabilities Financial assets Note 2024 2023 €m €m Financial assets at amortised cost Loans to associates and joint ventures 4.4 1.0 1.0 Trade and other receivables at amortised cost * 4.8 223.3 261.9 Cash and cash equivalents 5.2 79.0 62.7 Financial assets relating to PPP contracts 4.5 – 131.0 Derivatives used for hedging Fuel derivatives 5.5 1.4 0.4 Interest rate swaps relating to PPP contracts 5.5 – 1.2 Financial assets at fair value through profit or loss (mandatorily) Investment funds 4.4 11.3 10.9 Other receivables relating to invoice finance facilities 4.8 6.6 10.8 Financial assets at fair value through other comprehensive income Unlisted non-current investments 4.4 6.4 4.6 329.0 484.5 * Trade and other receivables at amortised cost comprise trade receivables and accrued income net of allowance of €217.4m (2023: €257.3m) and other receivables held at amortised cost of €5.9m (2023: €4.6m). The Group considers that the fair value of financial assets is not materially different to their carrying value. Notes to the financial statements continued 216 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.6 Financial instruments and related disclosures continued Financial liabilities Note 2024 2023 €m €m Financial liabilities at amortised cost Bank loans, revolving credit facility, private placements and overdrafts 5.3 242.3 205.8 Retail bonds 5.3 199.7 199.5 Lease liabilities 5.3 253.0 254.8 Trade and other payables excluding non-financial liabilities * 4.9 380.7 423.5 PPP non-recourse debt 5.3 – 88.3 Derivatives used for hedging Fuel derivatives 5.5 – 2.1 Interest rate swaps relating to PPP contracts 5.5 – 2.4 1,075.7 1,176.4 * Trade and other payables excluding non-financial liabilities comprises trade payables, other payables and accruals of €380.7m (2023: €423.5m). With the exception of retail bonds, private placements and fixed rate bank loans, the Group considers that the fair value of other bank borrowings, trade and other payables and lease liabilities are not materially different to their carrying value. 5.7 Financial risk management objectives and policies The Group is exposed to market risk (interest rate risk and commodity price risk), foreign exchange risk, liquidity risk and counterparty credit risk. The Group’s Treasury Committee is charged with managing and controlling risk relating to the financing and liquidity of the Group under policies approved by the Board of Directors. The Group does not enter into speculative transactions. Interest rate risk Changes in interest rates could have an impact on the interest cover covenant of the Group’s core facilities and on the interest charge in the Income Statement. In order to monitor and manage the risk, borrowings and the expected interest cost for the year are regularly forecast and sensitised for potential changes. The Group has continued to limit its exposure to interest rate risk by using fixed rate retail bonds, European private placements, fixed rate lease liabilities and fixed rate bank borrowings. The proportion of the Group’s total borrowings excluding PPP non-recourse floating rate borrowings that were fixed at 31 March 2024 was €542.3m (2023: €559.8m) or 78% (2023: 85%). Additionally, the PPP non-recourse floating rate borrowings are hedged using interest rate swaps which hedge the interest cash flows. Interest rate swaps are accounted for under IFRS 9 with changes in the fair value recognised in Other Comprehensive Income, as they are effective hedges. Any ineffectiveness is recognised in the Income Statement as a non-trading income or charge. Interest rate sensitivity for bank borrowings Interest on the floating rate revolving credit facilities will vary as interest rates increase or decrease. If rates had moved by 1% the impact on profit before tax would have been a loss or gain of €1.4m (2023: €1.1m) based on the average bank borrowings during the year. Renewi plc Annual Report and Accounts 2024 217 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.7 Financial risk management objectives and policies continued Foreign exchange risk The Group operates in the UK and is exposed to translation risk on the value of assets denominated in Sterling into Euros. Renewi plc, a Sterling functional currency company, has Euro borrowings which are designated as a net investment hedge of the Group’s investments denominated in Euros. The Group has limited transactional risk as the Group’s subsidiaries conduct the majority of their business in their respective functional currencies. Some risk arises in Euros on the export of processed waste from the UK to Europe. Foreign exchange sensitivity The impact of a change of Sterling foreign exchange rates of 10% on the Group’s profit before tax would be €2.3m (2023: €3.2m) and the impact on underlying profit before tax would have been €1.2m (2023: €1.4m). Commodity price risk and sensitivity The Group is exposed to diesel price changes which are managed using forward contracts. The Group manages other exposures to prices of paper, plastics, metals, residual fuels and other recyclates associated with off-take through commercial contracting. The impact of a change in unhedged wholesale fuel prices (excluding duty) of 50% on the Group’s profit before tax would have been €4.1m (2023: €3.2m). Credit risk Credit risk is the risk of financial loss where counterparties are not able to meet their obligations. The Group’s principal financial assets are cash and cash equivalents, trade and other receivables and financial assets relating to PPP contracts. The Group’s objective is to reduce its exposure to counterparty default by restricting the type of counterparty it deals with and by employing an appropriate policy in relation to the collection of trade receivables. The Group recognises lifetime expected credit losses at the point of initial recognition for trade receivables and accrued income as set out in note 4.8. For other financial assets, a loss allowance is recognised for expected credit losses taking into account changes in the level of credit risk. Where credit risk is considered to be low, the loss allowance is limited to expected losses arising from default events that are possible within 12 months from the balance sheet date. At 31 March 2024, taking into account the impact of macroeconomic factors, there has not been a significant increase in credit risk in relation to receivables where the IFRS 9 general approach is followed to determine expected credit loss. At 31 March 2024, the amount of credit risk on cash and cash equivalents totalled €103.5m (2023: €62.7m), comprising €79.0m within the continuing operations of the Group and €24.5m held within assets held for sale as part of the UK Municipal disposal group. The banks and financial institutions used by the Group for core cash and cash equivalents are restricted to those with the appropriate geographical presence and suitable credit rating. The Group has an objective to minimise cash and where possible repay the Group borrowings to manage counterparty credit risk amongst other objectives. The restricted cash relating to PPP contracts is managed in accordance with the guidelines specific to each of the PPP contracts. Expected credit losses over cash and cash equivalents are considered to be immaterial with no losses experienced. Trade and other receivables mainly comprise amounts due from customers for services performed. Each division monitors the level of trade receivables on a monthly basis, continually assessing the risk of default by any counterparty taking into account that the Group uses credit insurance to minimise the credit risk of trade receivables. A detailed review continues to be undertaken at a customer level in some cases, in order to assess the likely potential of default considering the nature of the customers business. At 31 March 2024, the amount of credit risk on trade and other receivables amounted to €245.5m (2023: €261.9m), comprising €223.3m within the continuing operations of the Group and €22.2m held within assets held for sale as part of the UK Municipal disposal group. The Group does not hold any collateral as security. The financial assets relating to PPP contracts are recoverable from the future revenues relating to these contracts. Management consider these to be very low risk as the counterparties for the future revenues are local authorities or councils in the UK. This is reviewed on a regular basis and there has been no change in the capacity of the counterparties to meet the contractual cash flow obligations. At 31 March 2024, the amount of credit risk on financial assets amounted to €127.6m (2023: €131.0m), which has been transferred to assets held for sale as part of the UK Municipal disposal group. For derivative financial assets the maximum exposure to credit risk at the reporting date is the net fair value of the derivative assets which are included in the consolidated statement of financial position. No other loans to associates or joint ventures are credit impaired. Notes to the financial statements continued 218 Renewi plc Annual Report and Accounts 2024 SECTION 5. Capital structure and financing continued 5.8 Capital management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide optimal returns for shareholders, maintain an efficient capital structure to reduce the cost of capital and provide appropriate levels of liquidity headroom. In order to meet these objectives, the Group may issue or repay debt, issue new shares or adjust the amount of dividend paid to shareholders. No dividends were paid for the year ended 31 March 2023 and no interim dividend has been made for the year ended 31 March 2024. The Board intend to reinstate dividend payments with a final dividend for the financial year ended 31 March 2024, and a progressive policy targeting sustainable growth whilst maintaining underlying earnings cover of 3.0-4.0 times thereafter. The following table shows the capital of the Group: Note 2024 2023 €m €m Total borrowings 5.3 695.0 748.4 Less: PPP non-recourse borrowings 5.3 – (88.3) Less: Lease liabilities as a result of the adoption of IFRS 16 (247.9) (245.8) Less: core cash and cash equivalents (excluding restricted cash at bank relating to PPP contracts) 5.2 (79.0) (43.7) Net debt aligned with covenant definition 368.1 370.6 Total equity 325.7 347.3 Total capital 693.8 717.9 * The current year balance of €85.4m has been transferred to assets held for sale as part of the UK Municipal disposal group, so is no longer part of the above disclosure – see note 6.4. The Group monitors its financial capacity by reference to key financial ratios which provide a framework within which the Group’s capital base is managed. The Group’s Euro denominated multicurrency green finance facility agreements have covenants, including adjusted net debt to comparable adjusted EBITDA and interest cover in accordance with a frozen GAAP concept. The Group has complied with its banking covenants during the year. 5.9 Equity Accounting policy Share capital and share premium Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or share options are shown in equity as a deduction, net of tax, from the proceeds. The share premium account represents any excess of the net proceeds over the nominal value of any shares issued. Share Share capital ordinary shares premium Number €m €m Share capital allotted, called up and fully paid At 1 April 2022 (ordinary shares of £1 each) 80,059,937 99.5 473.8 Issued under share option schemes (ordinary shares of £1 each) 190,358 0.3 0.3 At 31 March 2023 (ordinary shares of £1 each) 80,250,295 99.8 474.1 Issued under share option schemes (ordinary shares of £1 each) 301,075 0.3 0.4 At 31 March 2024 (ordinary shares of £1 each) 80,551,370 100.1 474.5 During the year, 301,075 (2023: 190,358) ordinary shares were allotted. These new shares resulted from the exercise of share options under the Savings Related Share Option Schemes for an aggregated consideration of €0.7m (2023: €0.6m). Further disclosures relating to share-based options are set out in note 7.3. Renewi plc Annual Report and Accounts 2024 219 Strategic report Governance report Financial statements Other information SECTION 5. Capital structure and financing continued 5.9 Equity continued E xchange reserve The exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of non-Euro denominated operations since 1 April 2005, the date the Group converted to IFRS, excluding those disposed of, as well as from the translation of liabilities that hedge the Group’s net investment in foreign operations. Retained earnings The Group includes within retained earnings the cumulative balance relating to the effective portion of hedging instruments carried at fair value in a qualifying cash flow hedge and further details are provided in note 5.5. The Group also includes the cumulative impact of the Renewi Employee Share Trust within retained earnings. The Trust owns 600,326 £1 shares (0.7%) (2023: 853,223 £1 shares (1.1%)) of the issued share capital of the Company in trust for the benefit of employees of the Group. The Trust waives its dividend entitlement. During the year 544,967 (2023: 400,597) £1 shares were transferred to individuals under the LTIP and DAB schemes for proceeds of €0.7m (2023: €0.6m). During the year 292,070 £1 shares (2023: 700,969 £1 shares) were purchased by the Trust at a cost of €1.7m (2023: €5.3m). Non-controlling interests The information below reflects the amounts included in the Group’s Income Statement and Balance Sheet for subsidiaries with material non-controlling interests. 2024 2023 Maltha Groep Others Total Maltha Groep Others Total €m €m €m €m €m €m Revenue 81.7 44.7 126.4 69.8 45.9 115.7 Profit after tax 8.3 2.0 10.3 9.8 2.3 12.1 Total comprehensive income 8.3 2.3 10.6 9.8 2.3 12.1 Total comprehensive income allocated to the non-controlling interests 2.8 0.4 3.2 3.3 0.4 3.7 Dividends paid to non-controlling interests – 0.3 0.3 – 0.6 0.6 Non-current assets 35.5 8.6 44.1 29.3 8.3 37.6 Current assets 27.2 15.2 42.4 22.5 17.2 39.7 Non-current liabilities (2.9) (0.7) (3.6) (3.2) (1.1) (4.3) Current liabilities (26.9) (11.8) (38.7) (24.6) (13.5) (38.1) Net assets 32.9 11.3 44.2 24.0 10.9 34.9 Accumulated non-controlling interests 10.9 2.1 13.0 8.0 2.1 10.1 Net (decrease) increase in cash and cash equivalents (4.0) – (4.0) (2.3) 1.4 (0.9) 5.10 Dividends Accounting policy Final dividend distributions to the equity holders are recognised in the period in which they are approved by the shareholders in general meeting. Interim dividends are recognised when paid. The Directors have proposed a final dividend of 5 pence per share, being 5.8 cents per share at the year end exchange rate, totalling €4.7m for the year ended 31 March 2024 (2023: nil). Notes to the financial statements continued 220 Renewi plc Annual Report and Accounts 2024 SECTION 6. Acquisitions and disposals This section provides details of acquisitions and disposals. 6.1 Acquisitions Accounting policy The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of the subsidiary is the fair value of assets transferred, liabilities incurred or assumed including any equity interests issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed, meeting the conditions for recognition under IFRS 3, are recognised at their fair value at the acquisition date. The fair value of businesses acquired may include waste permits, licences and customer relationships with the value recognised as intangible assets and amortised. The method for calculating the intangible asset is determined for each acquisition which include the Income approach (multi-period excess earnings method or the with-or-without method) and the Cost approach. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. The Group recognises any non-controlling interest in the acquired entity on an acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. The costs of acquisition are charged to the Income Statement in the year in which they are incurred. Acquisition of Meeus In February 2024 Commercial Waste Belgium acquired Aannemingen Jef Meeus BV an entity which processes rockwool for a cash consideration of €2.1m. The assets acquired were €0.1m plant and equipment, other assets and liabilities of €0.3m (including €0.7m of cash acquired) with €0.9m allocated to an acquisition related intangible for customer relationships and the balance of €0.7m to goodwill. In the period from the acquisition to 31 March 2024 the contribution to the Group’s revenue and profit before tax was limited, given the seasonality of the business, and the entity was merged into the main Commercial Waste Belgium trading entity. If the acquisition had been completed on the first day of the financial year, the business would have contributed €0.8m to the Group’s revenue and a profit of €0.2m to the Group’s profit before tax. Acquisition related costs are minimal and have been recognised within administrative costs. In the prior year, the Netherlands Commercial division acquired 100% of the share capital of GMP Exploitatie B.V. and its subsidiaries (subsequently renamed Renewi Westpoort Holding B.V.) for cash consideration of €53.5m. The asset identification and fair value allocation processes were finalised in the same year and resulted in a final fair value of the net identifiable assets acquired of €36.4m including €27.6m intangible assets, €18.0m property, plant and equipment, €38.4m right-of-use assets, €7.0m bank loan and €30.7m lease liabilities with resultant goodwill arising on acquisition of €17.1m. In addition, the division completed a business assets acquisition for cash consideration of €1.6m, the fair value of net assets acquired was €1.3m (including intangible assets of €0.3m and €1.0m of plant and machinery) resulting in €0.3m of goodwill. 6.2 Disposals Accounting policy The results of operations disposed of during the year are included in the consolidated Income Statement up to the date of disposal, unless they meet the criteria of a discontinued operation. On 1 September 2023, the Netherlands Commercial division disposed of 100% of the share capital of Buro ontwerp & omgeving B.V. to GMP Groep B.V. for a cash consideration of €2.3m. The net assets of the entity sold totalled €2.3m including €1.4m of goodwill, €0.7m cash and €0.1m of lease liabilities resulting in no profit or loss on disposal. In the prior year, the Mineralz & Water division disposed of net liabilities totalling €3.6m in relation to its North business for a cash consideration of €0.2m generating a profit on sale of €3.8m which has been recorded as a non-trading and exceptional item in line with the Group’s policy due to the significant value of the profit. In addition, the Specialities division sold its Maltha Hungary entity. Net liabilities of €0.8m were sold for a cash consideration net of cash sold of €0.1m which generated a profit on sale of €0.9m. The profit on sale which included the impact of a recycled cumulative currency translation has been recorded in underlying EBIT. 6.3 Assets classified as held for sale Accounting policy Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the assets are available for sale in their present condition subject only to terms that are usual and customary for sales of such assets. Following the classification as held for sale, non-current assets are not depreciated. The Group had €137.7m (2023: €0.6m) of assets classified as held for sale at 31 March 2024, €132.3m (2023: €nil) relates to assets classified as held for sale within the UK Municipal disposal group (see note 6.4) and €5.4m (2023: €0.6m) relates to land and buildings in the Mineralz & Water Division which are expected to be sold within the next 12 months. Renewi plc Annual Report and Accounts 2024 221 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 6. Acquisitions and disposals continued 6.4 Discontinued operations and disposal group The intended UK Municipal disposal meets the definition of a discontinued operation as stated in IFRS 5 Non-current assets held for sale and discontinued operations, therefore the net results and the loss on remeasurement to fair value less cost of sale are presented as discontinued operations in the Income Statement and the prior year Income Statement and Statement of Cash Flows have been restated. The UK Municipal business was previously reported within the Specialities segment, as disclosed within Section 2. Income statement in relation to the discontinued operations: 2024 2023 Non-trading & Non-trading & exceptional exceptional Underlying items Total Underlying items Total €m €m €m €m €m €m Revenue 179.9 – 179.9 188.4 – 188.4 Cost of sales (172.1) 3.2 (168.9) (177.4) (21.3) (198.7) Gross profit (loss) 7.8 3.2 11.0 11.0 (21.3) (10.3) Administrative expenses (6.5) (1.0) (7.5) (9.8) – (9.8) Loss on remeasurement fair value less costs to sell – (63.5) (63.5) – – – Operating profit (loss) 1.3 (61.3) (60.0) 1.2 (21.3) (20.1) Finance income 9.0 0.2 9.2 8.9 0.9 9.8 Finance charges (12.4) – (12.4) (11.3) – (11.3) Share of results from associates and joint ventures 0.4 – 0.4 (0.3) – (0.3) Loss before taxation (1.7) (61.1) (62.8) (1.5) (20.4) (21.9) Taxation (1.8) (11.5) (13.3) 2.7 (0.2) 2.5 (Loss) profit for the year (3.5) (72.6) (76.1) 1.2 (20.6) (19.4) Details of the non-trading & exceptional items are set out in note 3.3. The taxation charge of €11.5m includes the de-recognition of a deferred tax asset of €11.7m previously recognised where the future recoverability of these losses is now considered uncertain. Finance income line above includes €8.1m (2023: €8.6m) of interest receivable on financial assets relating to PPP contracts (note 4.5). Other comprehensive income from discontinued operations: 2024 2023 €m €m Exchange differences on translation of discontinued operations (7.8) 10.5 Fair value movement on cash flow hedges of discontinued operations 1.1 12.3 Deferred tax on fair value movement on cash flow hedges of discontinued operations (0.3) (1.6) Share of Other Comprehensive Income of investments of discontinued operations accounted for using the equity method 0.1 0.3 Total other comprehensive (loss) income from discontinued operations (6.9) 21.5 Cash flow information in relation to the discontinued operations: Net cash outflow from operating activities (11.4) (10.4) Net cash inflow from investing activities 16.1 17.0 Net cash outflow from financing activities (13.4) (18.4) Net movement in cash (8.7) (11.7) On 28 September 2023, the Group announced that a comprehensive review of the UK Municipal business, part of the Specialities operating segment, was being undertaken and it was exploring a range of options to achieve an exit from this segment. Towards the end of March 2024, the Board decided to pursue a conclusion with the preferred party and as a result, on 30 May 2024, the Group has entered into a binding agreement to sell UK Municipal to Biffa Limited, a leading UK-wide integrated waste management business. A nominal consideration will be received for the divestment and UK Municipal will be transferred with the appropriate assets and capitalisation to ensure fulfilment of its contractual obligations. Capitalisation is expected to require a cash injection of approximately £125m (€146m) into the disposal group on completion. The divestment is expected to complete before 31 December 2024, subject to receipt of a limited suite of regulatory and other consents. The criteria for asset held for sale have been met after the Board meeting in March 2024 and therefore the UK Municipal assets and liabilities are presented as held for sale. 222 Renewi plc Annual Report and Accounts 2024 SECTION 6. Acquisitions and disposals continued 6.4 Discontinued operations and disposal group continued Assets classified as held for sale and related liabilities are as follows: Assets classified as held for sale Amounts transferred into Remeasurement Disposal Group at disposal group under IFRS 5 31 March 2024 €m €m €m Intangible assets (note 4.1) 0.9 (0.9) – Property, plant and equipment (note 4.2) 0.1 (0.1) – Right-of-use assets (note 4.3) 1.4 (1.4) – Investments in joint ventures and associates (note 4.4) 2.8 (2.8) – Financial assets relating to PPP contracts (note 4.5) 127.6 (58.3) 69.3 Trade and other receivables 31.6 – 31.6 Inventories 3.0 – 3.0 Cash – core 1.6 – 1.6 Cash – restricted 22.9 – 22.9 Deferred tax assets 0.6 – 0.6 Current tax receivable 1.6 – 1.6 Derivative financial instruments 1.7 – 1.7 Total assets of disposal group held for sale 195.8 (63.5) 132.3 Liabilities directly associated with assets classified as held for sale External borrowings – Lease liabilities (6.8) – (6.8) External borrowings – PPP debt (85.4) – (85.4) Provisions: Onerous contracts & Others (129.6) – (129.6) Deferred tax liabilities (1.8) – (1.8) Current tax payable (0.5) – (0.5) Derivative financial instruments (1.7) – (1.7) Trade and other payables (59.2) – (59.2) Total liabilities of disposal group held for sale (285.0) – (285.0) Net liabilities held for sale/Carrying value (89.2) (63.5) (152.7) The carrying value of the disposal group has been assessed against the anticipated capitalisation as well as the disposal costs and this has resulted in a pre-tax loss on remeasurement of the assets held for sale of €63.5m. This remeasurement is first allocated to all in IFRS 5 scope non-current assets. As outlined in the critical judgements and estimates section of the basis of preparation, a policy has been adopted where the excess impairment is allocated to the non-current financial assets relating to PPP contracts. The charge has been recognised in the Income Statement in relation to the discontinued operation as an exceptional administrative expense, leading to the charge being recognised within the non-trading and exceptional items column in the loss for the year from discontinued operations line in the Consolidated Income Statement. The UK Municipal disposal group has recognised cumulative exchange differences on translation through other comprehensive income totalling a loss of €2.9m and cumulative fair value movements on cash flow hedges of a loss of €0.8m at 31 March 2024, which will be recognised in the final loss on sale on completion of the transaction. Financial instruments and related disclosures The UK Municipal disposal group has assets and liabilities that are measured at fair values, which comprise derivative financial instrument assets of €1.7m and derivative financial instrument liabilities of €1.7m. These financial instruments were reported as part of the group in the prior year and have been classified and measured in line with the Group accounting policies, fair value hierarchy and using the valuation techniques outlined in note 5.6. These derivative financial instruments are recorded within Level 2 and there has been no change in this designation from the prior year . Renewi plc Annual Report and Accounts 2024 223 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 6. Acquisitions and disposals continued 6.4 Discontinued operations and disposal group continued Carrying value of financial assets and liabilities Financial assets held at amortised cost within the assets classified as held for sale comprise trade and other receivables of €22.0m (the trade receivables are net of expected credit losses transferred of €15.2m) and cash and cash equivalents of €24.5m. Financial assets relating to PPP contracts of €69.3m being its carrying value of €127.6m less the IFRS 5 remeasurement allocation of €58.3m. Derivatives used for hedging comprise interest rate swaps relating to PPP contracts of €1.7m. There were no financial assets at fair value through profit or loss or financial assets at fair value through other comprehensive income within the disposal group. The group considers that the fair value of financial assets is not materially different to their carrying value. Financial liabilities held at amortised cost within the liabilities directly associated with assets classified as held for sale comprise lease liabilities of €6.8m, trade and other payables of €39.9m and PPP non-recourse debt of €85.4m. Derivatives used for hedging comprise interest rate swaps relating to PPP contracts of €1.7m. The Group considers that the fair value of its PPP non-recourse debt, trade and other payables and lease liabilities are not materially different to their carrying value. Disclosures relating to credit risk, interest rate risk, liquidity risk and foreign exchange risk are aligned with those outlined in note 5.7 for the continuing operations. Key judgements – relating to discontinued operations Service concession arrangements – The Group’s UK PPP arrangements relate to the construction and operation of waste management facilities for local authorities and at the end of the concession arrangement the facility will be handed over to the local authority, this was considered an area of judgement in the prior year. The building of the facilities was governed by the engineer, procure and construct contract entered into by the Group at that time. The construction work was undertaken by third-party contractors with drawdowns of financing from the UK PPP funders used to pay the subcontractor for the construction works. The Group considered all relevant factors including the expectation by the relevant local authority who was the primary obligor, the ability of the Group to set the selling price, who performed the service, who assumed the credit risk and who had discretion in selecting suppliers to determine whether the Group acted as agent or principal during the construction phase. On the basis that the construction contractor was known to the local authority at the date of financial close and in view of the negligible credit risk taken by the Group, on balance, despite some overall risk residing with the Group for delivery of services, the Group acted as agent versus principal in the provision of construction services. Consequently the consideration from local authorities for the operations of waste management service concessions is treated as financial assets relating to PPP contracts in accordance with IFRIC 12. Management determined that the cash flows relating to the outflows in respect of PPP arrangements under the financial asset model net of capital received are investing activities in the statement of cash flows and not operating cash flows. At the balance sheet date, the Group has financial assets relating to PPP contracts of €127.6m (2023: €131.0m). Consideration relating to financial assets is split between a service element as revenue and a repayment element, split between capital and interest receivable that is deducted from the financial asset. Under IFRIC 12, the operator’s rights over infrastructure operated under concession arrangements should be accounted for based on having considered the extent to which the grantor (the local authority) controls the assets, over what services the operator must provide with the infrastructure, to whom it must provide them and at what price. Having considered these factors, the Group applies the ‘financial asset’ model to account for the infrastructure as it has an unconditional right to receive cash. The Group splits the local authority payment between a service element as inbound revenue and a repayment element that is deducted from the financial asset. The financial asset repayment element of the local authority payment is calculated based on the effective interest rate on the financial asset at the outset of each contract, such that the value unwinds to nil over the lifetime of that contract. The part of the service element which covers the obligation to undertake major refurbishments and renewals to maintain the infrastructure, such that it is handed over to the local authority in good working order, is known as life cycle and is deferred and only recognised as revenue when the service is provided. 224 Renewi plc Annual Report and Accounts 2024 SECTION 6. Acquisitions and disposals continued 6.4 Discontinued operations and disposal group continued Investment in joint venture -The Group has recognised an investment value of €nil in relation to the UK Municipal Wakefield Waste Holdings Limited joint venture as there are insufficient future cash flows to support a carrying value. The Group’s share of profits in the year was a loss of €0.4m (2023: €3.5m profit) which resulted in a cumulative profit of €4.3m (2023: €4.6m). Sensitivities – Onerous contract provisions in UK Municipal A 0.5% change in the nominal discount rates would result in a €4m (2023: €4m) change in the provision. The onerous contract provisions are mostly linked to RPI and RPIx therefore an increase in costs should be matched by an increase in revenue, although the timing of the increases varies by contract. The inflation rates used in the models from 1 April 2024 is 12.5% and 13.49% RPIx based on actual rates at dates determined by the respective contracts and 9.8% CPI based on external inflation forecasts, from 1 April 2024 3.8% and 4.79% RPIx and 3.8% CPI based on external inflation forecasts and for later years 2.9% and 2.9% RPIx and 2% CPI in line with UK Government target inflation. We have considered the impact of a further 1% change to inflation from 1 April 2024 and this would lead to an increase in provisions of €7m. The provisions are sensitive to the impact of future recyclate prices. We have based our assumptions for recyclate prices on our best estimate of future prices after taking into account observed prices over recent months and average prices over five years. Recyclate prices have reached record highs in the last year before normalising at levels close to the five-year averages. Prices are assumed to remain close to these normalised levels but future volatility is possible. The impact of a 20% change in paper prices and a 10% change in metal and plastics prices would lead to an increase or reduction in the onerous contract provisions of around €2m (2023: €4m). On 6 March 2024, the UK government announced it will legislate in a future finance bill to increase the standard and lower rates of Landfill Tax. The impact of such legislation (if enacted as announced) is expected to have a significant positive impact on certain of the onerous contract provisions. As the tax changes have not been enacted into law at the year-end date, in accordance with IAS12, no benefit has been recognised in the onerous contract provisions. PPP non-recourse debt As at 31 March 2024, the PPP non-recourse debt is held in two PPP companies: Cumbria and Barnsley, Doncaster & Rotherham with maturities of 30 September 2032 and 30 June 2037 respectively. In addition, for the year ended 31 March 2023, there was also PPP non-recourse debt held by Argyll & Bute, which had a maturity of 15 July 2023. Each UK Municipal PPP company has non-recourse loan facilities which are secured by a legal mortgage over any land and a fixed and floating charge over the assets of the PPP company and the carrying amount of financial assets pledged excluding cash was €124.1m (2023: €128.8m). In the majority of cases subsidiaries holding non-recourse PPP debt and financial assets are restricted in their ability to transfer funds to the parent in the form of cash dividends or to repay loans and advances. This is due to the terms of the financing facility agreements and lender approval is required to make such transfers. Interest rate swaps relating to PPP contracts The notional principal amount of the outstanding interest rate swap contracts at 31 March 2024 was €89.0m (2023: €91.6m). Under these contracts the interest rates on PPP non-recourse borrowings for Cumbria and Barnsley, Doncaster & Rotherham projects are fixed at rates of 4.8% and 3.4% respectively from inception to expiry on 30 September 2032 and 30 June 2037 respectively. The gains and losses recognised in the Statement of Comprehensive Income for cash flow hedges will be released to the Income Statement within finance costs until the repayment of the non-recourse borrowings. A revised repayment programme for the Cumbria PPP project borrowing has led to ineffectiveness of a credit of €0.2m (2023: €0.9m) being recognised for the related interest rate swap which has been taken to the Income Statement as a non-trading and exceptional finance credit. During the year ended 31 March 2024 the liability of the interest rate swaps relating to PPP contracts reduced by €1.1m (2023: €13.4m), included in this movement was an interest charge of €1.0m (2023: €1.7m) which was wholly paid in cash during the year (presented in discontinued operations within the Income Statement and within the Statement of Cash Flows within finance charges), a fair value gain of €1.3m (2023: €13.2m) of which €1.1m (2023: €12.3m) gain was taken to Other Comprehensive Income with the remainder to discontinued operations within the Income Statement and the impact of foreign exchange was €0.2m loss (2023: €0.2m gain). Interest rate sensitivity for PPP non-recourse borrowings The PPP non-recourse borrowings are fully hedged with interest rate swaps. The fair values of interest rate swaps used for hedging of PPP non-recourse borrowings are determined with reference to floating market interest rates. A 1% increase in interest rates would have reduced the fair value of the interest rate swap liabilities and increased the interest rate swap assets and resulted in a pre-tax gain in Other Comprehensive Income of €3.5m (2023: €4.3m) and a pre-tax gain in the Income Statement of €1.0m (2023: €0.9m). A 1% decrease in interest rates would have increased the fair value of the interest rate swap liabilities and reduced the interest rate swap assets and led to a pre-tax loss in Other Comprehensive Income of €3.8m (2023: €4.7m) and a pre-tax loss in the Income Statement of €1.1m (2023: €1.0m). Renewi plc Annual Report and Accounts 2024 225 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 7. Employee benefits 7.1 Employee costs and employee numbers This note shows the staff costs and the average monthly number of employees analysed by reportable segment. Note Restated 2024 2023 €m €m Wages and salaries 332.9 310.8 Social security costs 67.4 59.6 Share-based benefits 7.3 1.2 2.7 Other pension costs 7.2 33.1 30.4 Total staff costs (continuing operations) 434.6 403.5 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Restated 2024 2023 The average number of employees by reportable segment during the year was: Commercial Waste 4,623 4,621 Mineralz & Water 308 323 Specialities 361 337 Group central services 423 414 Total average number of employees (continuing operations) 5,715 5,695 Discontinued operations 550 540 Total average number of employees 6,265 6,235 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. 7.2 Retirement benefit schemes The Group operates defined benefit and defined contribution schemes in the UK and overseas. Accounting policy The Group accounts for pensions and similar benefits under IAS 19 (revised) Employee Benefits. The pension cost for the defined benefit schemes is assessed in accordance with management’s best estimates using the advice of independent qualified actuaries and assumptions in the latest actuarial valuation where applicable. For defined benefit plans, obligations are measured at discounted present value. Plan assets in the UK scheme are recorded at fair value and in the overseas schemes the plan assets are calculated as the cash value of all future insured benefit payments using an appropriate discount rate. The operating and financing costs of the plans are recognised separately in the Income Statement. Interest is calculated by applying the discount rate to the net defined pension liability. Actuarial gains and losses are recognised in full through the Statement of Comprehensive Income and surpluses are recognised only to the extent that they are recoverable. Movements in irrecoverable surpluses are recognised immediately in the Statement of Comprehensive Income. Payments to defined contribution schemes are charged to the Income Statement as they become due. The Group participates in several multi-employer schemes in the Netherlands which are accounted for as defined contribution plans as it is not possible to split the assets and liabilities of the schemes between participating companies. The Group has been informed by the schemes that it has no obligation to make additional contributions in the event that the schemes have an overall deficit. Retirement benefit schemes costs Restated 2024 2023 €m €m UK defined contribution scheme 0.1 0.1 Overseas defined benefit schemes 1.6 1.4 Overseas defined contribution schemes 31.4 28.9 33.1 30.4 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. 226 Renewi plc Annual Report and Accounts 2024 SECTION 7. Employee benefits continued 7.2 Retirement benefit schemes continued UK defined benefit scheme The UK defined benefit pension scheme (called the Shanks Group Pension Scheme) provides pension benefits for pensioners, deferred members and eligible UK employees and is closed to new entrants and closed to future benefit accrual. The defined benefit scheme provides benefits to members in the form of a guaranteed level of pension payable for life and the level of benefits provided depends on the members’ length of service and final salary. Plan assets are managed by Aon Investments Ltd on behalf of the Trustees. There are three trustees currently, one appointed by the Company and two nominated by members, who are responsible for ensuring the scheme is run in accordance with the members’ best interests and the pension laws of the UK which are overseen by The Pensions Regulator. The triennial actuarial valuation of the Scheme as at 5 April 2024 is under way. The Group’s funding plan has been maintained at the current level of €3.5m per annum until December 2024. The significant actuarial assumptions adopted at the balance sheet date were as follows: 2024 2023 % p.a. % p.a. Discount rate 4.8 4.9 Rate of price inflation 3.2 3.3 Consumer price inflation 2.7 2.7 The discount rate assumption is derived from the single agency curve based on high quality AA rated bonds. The mortality assumptions are based on standard mortality tables which allow for future mortality improvements. The assumptions are that a member currently aged 65 will live on average for a further 22 years (2023: 23 years) if they are male and for a further 24 years (2023: 25 years) if they are female. For a member aged 40 who retires at age 65 the assumptions are that they will live on average after retirement for around a further 24 years (2023: 24 years) if they are male or for a further 26 years (2023: 27 years) if female. The weighted average duration of the defined benefit obligation is approximately 13 years. Overseas defined benefit schemes The overseas defined benefit obligation relates to funded plans, mainly insurance contracts managed by insurers, in both the Netherlands and Belgium. There are various schemes which are based on average salaries and in some cases on final salaries. The assets consist of qualifying insurance policies which match the vested benefits. The build-up of rights for inactive members are indexed on the basis of additional interest and the rights of active employees are being indexed unconditionally with the price-inflation figure. There are no unfunded plans. The plans are subject to laws for pension insurance companies offering pension arrangements and are overseen by Autoriteit Financiele Markten in the Netherlands and Autoriteit voor Financiele Diensten en Markten in Belgium. The Group has no responsibilities for governance of the plans other than correct calculation and timely payment of the contributions. The total estimated contributions expected to be paid to the schemes in the year ending 31 March 2025 are €2.2m. The significant actuarial assumptions adopted at the balance sheet date were as follows: 2024 2023 % p.a. % p.a. Discount rate 2.8 to 3.55 2.4 to 3.9 Rate of price inflation 2.0 2.0 Rate of salary inflation 2.5 to 4.0 2.5 to 4.0 The discount rate assumption is based on interest rates applying to high quality corporate bonds with a term approximately equal to the term of the related pension liability. The mortality assumptions are based on standard mortality tables which allow for future mortality improvements. The assumptions are that a member currently aged 65 will live on average for a further 22 years (2023: 22 years) if they are male and for a further 24 years (2023: 24 years) if they are female. For a member aged 40 who retires at age 65, the assumptions are that they will live on average after retirement for around a further 23 years (2023: 23 years) if they are male or for a further 25 years (2023: 25 years) if female. The maturity of the schemes ranges from 18 to 22 years. Renewi plc Annual Report and Accounts 2024 227 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 7. Employee benefits continued 7.2 Retirement benefit schemes continued The amounts recognised in the financial statements for all defined benefit schemes are as follows: Income Statement 2024 2023 UK Overseas Total UK Overseas Total €m €m €m €m €m €m Current service cost – 1.6 1.6 – 1.7 1.7 Curtailment – – – – (0.3) (0.3) Interest expense (credit) on scheme net liabilities 0.1 0.2 0.3 (0.2) – (0.2) Net defined benefit pension schemes charge (credit) before tax 0.1 1.8 1.9 (0.2) 1.4 1.2 Statement of Comprehensive Income 2024 2023 UK Overseas Total UK Overseas Total €m €m €m €m €m €m Actuarial gain (loss) on scheme liabilities 1.3 (5.4) (4.1) 46.5 18.5 65.0 Actuarial (loss) gain on scheme assets (7.9) 5.3 (2.6) (62.9) (17.6) (80.5) Actuarial (loss) gain on defined benefit pension schemes (6.6) (0.1) (6.7) (16.4) 0.9 (15.5) Cumulative actuarial gains and losses recognised in the Statement of Comprehensive Income since 1 April 2004 are losses of €52.6m (2023: €45.9m). Balance Sheet 2024 2023 UK Overseas Total UK Overseas Total €m €m €m €m €m €m Present value of deferred benefit obligations (146.9) (64.5) (211.4) (144.5) (56.6) (201.1) Fair value of plan assets 139.3 59.2 198.5 140.2 51.6 191.8 Defined benefit pension schemes net deficit (7.6) (5.3) (12.9) (4.3) (5.0) (9.3) Related deferred tax asset (note 3.4) 1.9 1.3 3.2 1.1 1.3 2.4 Net defined pension schemes liability (5.7) (4.0) (9.7) (3.2) (3.7) (6.9) Classified as: Defined benefit pension schemes deficits – included in non-current liabilities (7.6) (5.3) (12.9) (4.3) (5.0) (9.3) The UK scheme’s assets of €139.3m (2023: €140.2m) are invested via Aon’s Delegated Consulting Service which is a fiduciary investment management platform managed by Aon Investments Limited. A breakdown of the underlying investment classes is given below: 2024 2023 €m €m Equities 50.5 44.8 Liquid alternatives 11.6 19.3 Fixed income 17.3 17.6 Liability driven investment 50.3 51.3 Cash and others 9.6 7.2 139.3 140.2 The overseas schemes assets of €59.2m (2023: €51.6m) are insurance contracts managed by insurers in the Netherlands and Belgium. 228 Renewi plc Annual Report and Accounts 2024 SECTION 7. Employee benefits continued 7.2 Retirement benefit schemes continued The movement in the defined benefit pension schemes deficit UK Overseas Total €m €m €m At 1 April 2022 8.6 (6.3) 2.3 Current service cost – (1.7) (1.7) Curtailment – 0.3 0.3 Interest income 0.2 – 0.2 Net actuarial (loss) gain recognised in the year (16.4) 0.9 (15.5) Contributions from employer 3.5 1.8 5.3 Exchange rate changes (0.2) – (0.2) At 31 March 2023 (4.3) (5.0) (9.3) Current service cost – (1.6) (1.6) Interest expense (0.1) (0.2) (0.3) Net actuarial loss recognised in the year (6.6) (0.1) (6.7) Contributions from employer 3.6 1.6 5.2 Exchange rate changes (0.2) – (0.2) At 31 March 2024 (7.6) (5.3) (12.9) Reconciliation of the defined benefit obligation UK Overseas Total €m €m €m At 1 April 2022 (201.2) (74.5) (275.7) Current service cost – (1.3) (1.3) Curtailment – 1.3 1.3 Interest expense (5.3) (1.2) (6.5) Remeasurements: Actuarial gain on scheme liabilities arising from changes in financial assumptions 54.1 19.4 73.5 Actuarial loss on scheme liabilities arising from changes in experience (7.6) (0.9) (8.5) Contributions from plan participants – (0.6) (0.6) Benefit payments 7.8 1.2 9.0 Exchange rate changes 7.7 – 7.7 At 31 March 2023 (144.5) (56.6) (201.1) Current service cost – (1.1) (1.1) Interest expense (6.9) (2.0) (8.9) Remeasurements: Actuarial gain (loss) on scheme liabilities arising from changes in financial assumptions 2.0 (6.0) (4.0) Actuarial gain on scheme liabilities arising from changes in demographic assumptions 2.4 – 2.4 Actuarial (loss) gain on scheme liabilities arising from changes in experience (3.1) 0.6 (2.5) Contributions from plan participants – (0.6) (0.6) Benefit payments 7.2 1.2 8.4 Exchange rate changes (4.1) – (4.1) At 31 March 2024 (147.0) (64.5) (211.5) Renewi plc Annual Report and Accounts 2024 229 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 7. Employee benefits continued 7.2 Retirement benefit schemes continued Reconciliation of plan assets UK Overseas Total €m €m €m At 1 April 2022 209.8 68.2 278.0 Current service cost – (0.4) (0.4) Curtailment – (1.0) (1.0) Interest income 5.5 1.2 6.7 Remeasurements: Return on plan assets excluding interest expense (62.9) (17.6) (80.5) Contributions from employer 3.5 1.8 5.3 Contributions from plan participants – 0.6 0.6 Benefit payments (7.8) (1.2) (9.0) Exchange rate changes (7.9) – (7.9) At 31 March 2023 140.2 51.6 191.8 Current service cost – (0.5) (0.5) Interest income 6.7 1.9 8.6 Remeasurements: Return on plan assets excluding interest expense (7.9) 5.3 (2.6) Contributions from employer 3.6 1.6 5.2 Contributions from plan participants – 0.6 0.6 Benefit payments (7.2) (1.2) (8.4) Exchange rate changes 3.9 – 3.9 At 31 March 2024 139.3 59.3 198.6 Significant defined benefit pension scheme risks Through its defined benefit pension schemes the Group is exposed to a number of risks, the most significant of which are set out below. Asset volatility – The UK scheme liabilities are calculated using a discount rate set with reference to corporate bond yields and if plan assets underperform this yield, this will result in a shortfall. The UK pension scheme’s assets are held in a portfolio of pooled funds which are single priced at the net asset value. The investment objective of the portfolio is to achieve long-term total returns in excess of a nominal portfolio of long-dated Sterling bonds through a diversified portfolio of collective investment schemes, which may include derivatives. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. The Trustees have agreed an underlying strategy with the Group so that any ongoing improvements in the scheme’s funding position would trigger movements from growth assets to non-growth assets, in order to protect and consolidate such improvements. The plan assets in the overseas pension schemes are calculated as the cash value of all future insured benefit payments using an appropriate discount rate. Inflation risk – The majority of benefit obligations are linked to inflation and higher inflation will lead to higher liabilities. Life expectancy – The majority of the obligations are to provide benefits for the life of the member, so increases in the life of the member will result in an increase in the liabilities. Changes in bond yields – A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the investments. 230 Renewi plc Annual Report and Accounts 2024 SECTION 7. Employee benefits continued 7.2 Retirement benefit schemes continued Sensitivities for defined pension benefit schemes The sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, as changes in assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the Balance Sheet. Impact on defined benefit obligation UK Overseas Change in Increase in Decrease in Change in Increase in Decrease in assumption assumption assumption assumption assumption assumption % €m €m % €m €m Discount rate 0.25 4.7 (4.9) 0.25 2.7 (2.6) Rate of price inflation 0.25 (2.8) 2.7 0.25 (0.1) (0.1) Consumer price inflation 0.25 (2.8) 2.7 – – – UK Overseas Increase Decrease Increase Decrease by 1 year in by 1 year in by 1 year in by 1 year in assumption assumption assumption assumption €m €m €m €m Life expectancy (6.0) 5.9 (1.6) 1.7 Other overseas schemes The total cost in the year for other overseas pensions was €31.4m (2023: €28.9m). In the Netherlands in particular, most employees are members of either a multi-employer pension scheme or other similar externally funded schemes, including Government funded schemes. Renewi plc Annual Report and Accounts 2024 231 Strategic report Governance report Financial statements Other information Notes to the financial statements continued SECTION 7. Employee benefits continued 7.3 Share-based payments As described in the Directors’ Remuneration Report, the Group issues equity-settled share-based payments under a Savings Related Share Option Scheme (SRSOS), a Long-Term Incentive Plan (LTIP) and a Deferred Annual Bonus (DAB) arrangement. Further details and performance metrics of both LTIPs and DABs can be found in the Directors’ Remuneration Report on pages 128 to 147. Accounting policy The Group issues equity-settled share-based awards to certain employees. The fair value of share-based awards is determined at the date of grant and expensed on a straight-line basis over the vesting period with a corresponding increase in equity based on the Group’s estimate of the shares that will eventually vest. At each balance sheet date the Group revises its estimates of the number of awards that are expected to vest based on service and non-market performance conditions. The amount expensed is adjusted over the vesting period for changes in the estimate of the number of shares that will eventually vest, except for changes resulting from any market-related performance conditions. Outstanding awards and options SRSOS LTIP DAB Weighted Average Number of exercise Number of Number of options price awards awards Outstanding at 1 April 2022 671,475 245p 1,422,973 166,617 Granted 66,885 608p 365,367 45,596 Forfeited (110,587) 292p (164,024) (42,299) Exercised/vested (190,358) 249p (359,624) (29,432) Outstanding at 31 March 2023 437,415 288p 1,264,692 140,482 Granted 240,650 378p 552,959 85,087 Forfeited (76,250) 467p (139,997) – Exercised/vested (301,075) 200p (449,621) (94,993) Outstanding at 31 March 2024 300,740 402p 1,228,033 130,576 Exercisable at 31 March 2024 15,480 200p Exercisable at 31 March 2023 1,728 250p At 31 March 2024 Range of price per share at exercise 200p to 608p Weighted average remaining contractual life 2 years 232 Renewi plc Annual Report and Accounts 2024 SECTION 7. Employee benefits continued 7.3 Share-based payments continued Fair value of awards and options granted during the year SRSOS LTIP 2024 2023 2024 2023 2024 2023 Share price Share price Monte Carlo Monte Carlo Valuation model Binomial Binomial and Finnerty and Finnerty and Finnerty and Finnerty Weighted average fair value 200p 200p 481p 655p 222p 485p Weighted average share price 508p 580p 499p 681p 499p 681p Weighted average exercise price 378p 608p – – – – Expected volatility 41% 49% – – 39% 52% Expected life 3 years 3 years 3 years 3 years 3 years 3 years Risk-free interest rate 4.45% 4.44% – – 5.0% 2.2% Dividend yield 2.3% 1.6% – – – – LTIP awards LTIP awards are issued to the senior leadership of the Group at the discretion of the Remuneration Committee. Vesting of the awards is subject to continued employment, together with a market condition (relative TSR) and non-market conditions (EPS, ROCE and the recycling rate or other sustainability metric as may be appropriate) as further explained in the Directors’ Remuneration report. The awards granted vest after three years, four years and five years. There is no service condition after three years on any of the awards granted, just a holding period of between one and two years. The fair value of the element subject to non-market conditions has been calculated based on the share price at the award date and the expense recognised is based on expectations of these conditions being met which are reassessed at each balance sheet date. The Monte Carlo valuation model is used to determine the weighted average fair value of the market conditions element of awards granted. Using a Finnerty model, post-vesting restrictions are included in the fair value measurement at the date of grant to the extent that the restrictions affect the price that a knowledgeable, willing market participant would pay for the shares. Expected volatility has been calculated using average volatility historical data over a three-year period from the grant date. The risk-free interest rate is based on the implied yield of zero-coupon UK government bonds with a remaining term equal to the expected life. The expected life used in the models equals the vesting period. SRSOS options UK employees are invited to join the Sharesave plan when an offer is made each year. These plans are for three years and subject to continued employment. All offers to date were issued at a 20% discount to market price at the time. There are no performance criteria for this plan. DAB awards On award the annual bonus of the executive directors is split 50% payable in cash and 50% payable in Renewi plc shares resulting in a deferred annual bonus. The conditions are explained in full within the Directors’ Remuneration report. Charge for the year The Group recognised a total charge of €1.2m (2023: €2.7m) relating to equity-settled share-based payments. The DAB awards for the year ended 31 March 2024 have not yet been granted and therefore the charge is based on an estimate. Renewi plc Annual Report and Accounts 2024 233 Strategic report Governance report Financial statements Other information SECTION 8. Other notes 8.1 Subsidiary undertakings and investments at 31 March 2024 The structure of the Group includes a number of different operating and holding companies that contribute to the consolidated financial performance and position. Subsidiary undertakings In accordance with section 409 of the Companies Act, a full list of subsidiaries at 31 March 2024 is disclosed below by country of incorporation which is the principal country of business. All are wholly owned by the Group and have a 31 March year end, unless otherwise stated, and all operate in the waste management sector and have been consolidated in the Group’s financial statements. Those subsidiaries owned directly by Renewi plc, the parent company, are indicated with an asterisk. Subsidiary Address of the registered office Incorporated in the Netherlands ATM B.V. Vlasweg 12, 4782 PW Moerdijk, Netherlands B.V. Twente Milieu Bedrijven Flight Forum 240, 5657 DH Eindhoven, Netherlands CFS B.V. Wetering 14, 6002 SM Weert, Netherlands Cirqu B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Coolrec B.V. Van Hilststraat 7, 5145 RK Waalwijk, Netherlands Coolrec Nederland B.V. Grevelingenweg 3, 3313 LB Dordrecht, Netherlands Coolrec Plastics B.V. Van Hilststraat 7, 5145 RK Waalwijk, Netherlands EcoSmart Nederland B.V. Spaarpot 6, 5667 KX Geldrop, Netherlands Glasrecycling Noord-Oost Nederland B.V. (67%) Columbusstraat 20, 7825 VR Emmen, Netherlands Maltha Glasrecycling Nederland B.V. (67%) Glasweg 7, 4794 TB Heijningen, Netherlands Maltha Glassrecycling International B.V. (67%) Glasweg 7, 4794 TB Heijningen, Netherlands Maltha Groep B.V. (67%) Glasweg 7, 4794 TB Heijningen, Netherlands Mineralz B.V. Van Hilststraat 7, 5145 RK Waalwijk Netherlands Mineralz Maasvlakte B.V. Loswalweg 50, 3199 LG Maasvlakte Rotterdam, Netherlands Orgaworld International B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Orgaworld Nederland B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Orgaworld WKK 1 B.V. Hornweg 67 1044 AN Amsterdam, Netherlands Orgaworld WKK II B.V. Hornweg 69, 1044 AN Amsterdam, Netherlands Orgaworld WKK III B.V. Hornweg 71, 1044 AN Amsterdam, Netherlands Renewi Commercial B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Renewi Europe B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Renewi Hazardous Waste B.V. Vlasweg 12, 4782 PW Moerdijk, Netherlands Renewi Icopower B.V. Kajuitweg 1, 1041 AP Amsterdam, Netherlands Renewi Monostreams B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Renewi Nederland B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Renewi Netherlands Holdings B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Renewi Overheidsdiensten B.V. Rijksweg-Zuid 91, 4715 TA Rucphen, Netherlands Renewi Smink B.V. Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Renewi Support B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Renewi Westpoort B.V. Siciliëweg 38, 1045 AS Amsterdam, Netherlands Renewi Westpoort Holding B.V. Siciliëweg 38, 1045 AS Amsterdam, Netherlands Renewi Westpoort Transport B.V. Siciliëweg 38, 1045 AS Amsterdam, Netherlands Robesta Vastgoed Acht B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Robesta Vastgoed B.V. Flight Forum 240, 5657 DH Eindhoven, Netherlands Semler B.V. Ockhuizenweg 3-A, 5691 PJ Son, Netherlands Verwerking Bedrijfsafvalstoffen Maasvlakte (V.B.M.) C.V. Loswalweg 50, 3199 LG Maasvlakte Rotterdam, Netherlands Notes to the financial statements continued 234 Renewi plc Annual Report and Accounts 2024 SECTION 8. Other notes continued 8.1 Subsidiary undertakings and investments at 31 March 2024 continued Subsidiary Address of the registered office Incorporated in Belgium EcoSmart NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Maltha Glasrecyclage Belgie NV (67%) Fabrieksstraat 114, 3920, Lommel, Belgium Mineralz ES Treatment NV Gerard Mercatorstraat 8, Lommel, Belgium Ocean Combustion Services NV Baeckelmansstraat 125, 2830 Tisselt, Belgium Recydel SA (80%) Rue Wérihet 72, 4020 Liège, Belgium Renewi Belgium NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi Chemical Services NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi Logistics NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi NV Berkebossenlaan 7, 2400 Mol, Belgium Renewi Shared services Center SA Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi Tisselt NV Baeckelmansstraat 125, 2830 Tisselt, Belgium Renewi Valorisation & Quarry NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi Wood Products NV Gerard Mercatorstraat 8, 3920, Lommel, Belgium Renewi+ NV Gerard Mercatorstraat 8, Lommel, Belgium Incorporated in Germany ATM Entsorgung Deutschland GmbH (Year end 31 December) Kaldenkirchener Strasse 25, 41063, Mönchengladbach, Germany Incorporated in France Coolrec France SAS (90%) Rue d’Iéna Parcelle 36, 59810 Lesquin, France Maltha Glass Recycling France SAS (67%) Zone Industrielle, 87 route d’anglumeau 33450 Izon, France Incorporated in Portugal Maltha Glass Recycling Portugal Lda (67%) Parque Industrial da Gala, Lotes 26 e 27, 3081-801 Figueira da Foz, Portugal Incorporated in the UK Maltha UK Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX,United Kingdom Renewi European Holdings Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX,United Kingdom Renewi Holdings Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX,United Kingdom Renewi PFI Investments Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi SRF Trading Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi UK Services Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Safewaste Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Subsidiary undertakings holding UK PPP contracts Renewi Argyll & Bute Limited 16 Charlotte Square, Edinburgh, EH 2 4DF, United Kingdom Renewi Argyll & Bute Holdings Limited 16 Charlotte Square, Edinburgh, EH 2 4DF, United Kingdom Renewi Cumbria Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi Cumbria Holdings Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi BDR Holdings Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi BDR Limited Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Renewi plc Annual Report and Accounts 2024 235 Strategic report Governance report Financial statements Other information SECTION 8. Other notes continued 8.1 Subsidiary undertakings and investments at 31 March 2024 continued Joint ventures, associates and joint operations At 31 March 2024, the Group through wholly owned subsidiaries had the following interests in joint venture companies, joint operations and associates, all of which operate in the waste management sector. Joint ventures Group Holding % Most recent year end Address of the registered office Incorporated in the Netherlands Green Collective B.V. 50% 31 December 2023 Mr E.N. van Kleffensstraat 10, 6842 CV, Arnhem, Netherlands PQA B.V. 50% 31 December 2023 Bennebroekerdijk 244, 2142 LE, Cruquius, Netherlands Sqape B.V. 50% 31 December 2023 Bennebroekerdijk 244, 2142 LE, Cruquius, Netherlands Incorporated in Belgium Marpos NV 45% 31 December 2023 L. Coiseaukaai 43, 8380 Dudzele, Belgium Revalim NV 50% 31 December 2023 Kringloopstraat 1, 3630 Maasmechelen, Belgium Silvamo NV 50% 31 March 2024 Regenbeekstraat 7C, 8800 Roeselare, Belgium Incorporated in the UK Caird Evered Holdings Limited 50% 31 December 2023 Bardon Hall, Copt Oak Road, Markfield, Leicestershire, LE67 9PJ, United Kingdom Caird Evered Limited 50% 31 December 2023 Bardon Hall, Copt Oak Road, Markfield, Leicestershire, LE67 9PJ, United Kingdom Wakefield Waste Holdings Limited 50.001% 31 March 2024 Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Wakefield Waste PFI Holdings Limited 50.001% 31 March 2024 Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Wakefield Waste PFI Limited 50.001% 31 March 2024 Enigma, Wavendon Business Park, Wavendon, Milton Keynes, Buckinghamshire, MK17 8LX, United Kingdom Associates Group Holding % Most recent year end Address of the registered office Incorporated in the Netherlands AMP B.V. 33% 31 December 2023 Victoriberg 18, 2211 DH Noordwijkerhout, Netherlands Greencycl B.V. 40% 31 December 2023 Rijnzathe 2, 3454 PV De Meern, Netherlands RetourMatras Holding B.V. 32.33% 31 December 2023 Goudseweg 181 Unit E, 2411HK, Bodegraven, Netherlands Tankterminal Sluiskil B.V. 40% 31 December 2023 Oostkade 7, 4541 HH Sluiskil, Netherlands Zavin B.V. 33% 31 December 2023 Baanhoekweg 42, 3313 LA Dordrecht, Netherlands Zavin C.V. 33% 31 December 2023 Baanhoekweg 46, 3313 LA Dordrecht, Netherlands Incorporated in Belgium SUEZ PCB Decontamination NV 23% 31 December 2023 Westvaartdijk 97, 1850 Grimbergen, Belgium Valorem SA 30% 31 December 2023 Rue des trois Burettes 65 1435 Mont-Saint-Guibert, Belgium Incorporated in Austria EARN Elektroalgeräte Service GmbH 33% 31 December 2023 Johannesgasse 15, 1010 Wien, Austria Incorporated in the UK ELWA Limited 20% 31 March 2024 8 White Oak Square, London Road, Swanley, Kent, BR8 7AG United Kingdom ELWA Holdings Limited 20% 31 March 2024 8 White Oak Square, London Road, Swanley, Kent, BR8 7AG United Kingdom Joint operations Group Holding % Most recent year end Address of the registered office Incorporated in the Netherlands Airport Services by Renewi & Seenons V.O.F 50% 31 December 2023 Flight Forum, 5657 DH Eindhoven, Netherlands Hydrovac V.O.F. 50% 31 December 2023 Graafsebaan 67, 5248 JT Rosmalen, Netherlands Octopus V.O.F. 50% 31 December 2023 Forellenweg 24, 4941 SJ Raamsdonksveer, Netherlands Smink Boskalis Dolman V.O.F. 50% 31 December 2023 Lindeboomseweg 15, 3825 AL Amersfoort, Netherlands Notes to the financial statements continued 236 Renewi plc Annual Report and Accounts 2024 SECTION 8. Other notes continued 8.2 Related party transactions Transactions between the Group and its associates and joint ventures The Group had the following transactions on arm’s length terms and outstanding balances with associates and joint ventures, in the ordinary course of business: Associates Joint ventures Restated Restated 2024 2023 2024 2023 €m €m €m €m Sales 0.8 0.4 7.3 3.5 Purchases 4.3 5.0 8.5 3.9 Management fees – – 0.1 0.1 Receivables at 31 March 0.1 – 0.7 0.9 Payables at 31 March 0.2 0.4 1.0 0.3 Dividends paid to the Group 0.2 0.2 0.1 0.1 Loans made by Group companies at 31 March 0.8 0.7 0.2 0.3 Loans made to Group companies at 31 March – – 0.6 0.6 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. The receivables and payables are due one month after the date of the invoice and are unsecured in nature and bear no interest. Remuneration of key management personnel Key management personnel comprises the Board of Directors and the members of the Group’s Executive Committee. The disclosures required by the Companies Act 2006 and those specified by the Financial Conduct Authority relating to Directors’ remuneration (including retirement benefits and incentive plans), interests in shares, share options and other interests, are set out in the Directors’ Remuneration Report on pages 128 to 147, and form part of these consolidated financial statements. The emoluments paid or payable to key management personnel were: 2024 2023 €m €m Short-term employee benefits 6.6 6.3 Post-employment benefits 0.2 0.3 Share-based payments 0.8 1.0 7.6 7.6 8.3 Alternative Performance Measures (APMs) and reconciliations In accordance with the Guidelines on APMs issued by the European Securities and Markets Authority, and considering the thematic reviews undertaken by AFM (MarketWatch – February 2024) and the Financial Reporting Council (October 2021), additional information is provided on the APMs used by the Group below. The Directors use APMs as they believe these measures provide additional useful information on the underlying trends, performance and position of the Group. These measures are used for internal performance analysis, with the underlying position derived by making adjustments from the relevant statutory number reported. These terms are not defined terms under IFRS and may therefore not be comparable with similarly titled measures used by other companies. These measures are not intended to be a substitute for, or superior to, IFRS measurements. During the year the Directors have removed underlying EBITDA margin from the APMs, as it is no longer a key internal metric being used within the business, with the main focus being on underlying EBIT margin. The figure is also easily derived from the financial statements should users wish to calculate it for continuity or comparability. The Directors have also changed the calculation of free cash flow conversion to be based on underlying EBITDA rather than underlying EBIT, as adding back depreciation and amortisation removes some significant non-cash items from the calculation. Renewi plc Annual Report and Accounts 2024 237 Strategic report Governance report Financial statements Other information SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued Closest GAAP measure or Financial Measure equivalent calculation How we define it Why we use it Underlying EBIT Operating profit Operating profit excluding non-trading and exceptional items Provides insight into profit generation which are defined in note 3.3. The adjustments made between and is the measure used by management underlying and statutory figures can also be seen on the face of to make decisions as it provides the Consolidated Income Statement consistency and comparability of the ongoing performance between periods Underlying Operating profit margin Underlying EBIT as a percentage of revenue Provides insight into margin development EBIT margin and trends Underlying EBITDA Operating profit Underlying EBIT before depreciation, amortisation and impairment Measure of earnings and cash generation of property, plant and equipment, right-of-use assets, intangible to assess operational performance assets and investments, profit or loss on disposal of property, plant and equipment, intangible assets and subsidiaries Underlying profit Profit before tax Profit before tax excluding non-trading and exceptional items Facilitates underlying performance before tax evaluation Underlying EPS EPS Earnings per share excluding non-trading and exceptional items Facilitates underlying performance evaluation Underlying Effective tax rate on profit The effective tax rate on underlying profit before tax Provides a more comparable basis to effective tax rate before tax analyse the tax rate Return on Operating profit divided by Last 12 months underlying EBIT divided by a 13-month average Provides a measure of the return on operating assets net assets of net assets excluding core net debt, IFRS 16 lease liabilities, assets across the Divisions and the Group derivatives, tax balances, goodwill and acquisition excluding goodwill and acquisition related intangibles related intangible balances Underlying Profit after tax divided by net Last 12 months underlying EBIT as adjusted by the Group effective Provides a measure of the Group return post-tax return on assets tax rate divided by a 13-month average of net assets excluding core on assets taking into account the capital employed net debt, IFRS 16 lease liabilities and derivatives goodwill and acquisition related intangible balances Adjusted free Total of net cash inflow Net cash generated from operating activities including interest, Measure of cash generation in the cash flow from operating activities tax and replacement capital spend and excluding cash flows underlying business available to fund plus net outflow from from non-trading and exceptional items, Covid-19 tax deferral growth capital projects and invest in investing activities payments, settlement of historic ATM soil liabilities and cash flows acquisition. We classify our capital spend relating to the UK PPP contracts. Payments to fund defined benefit into general replacement expenditure pension schemes are also excluded as these schemes are now and growth capital projects. closed to both new members and ongoing accrual and as such relate to historic liabilities. The Municipal contract cash flows are excluded because they principally relate to onerous contracts as reported in exceptional charges in the past and caused by adverse market conditions not identified at the inception of the contract Non-trading and N/A Renewi 2.0 and other exceptional cash flows are presented in cash Provides useful information on exceptional cash flows from operating activities and are included in the categories in non-trading and exceptional flow items note 3.3, net of opening and closing Balance Sheet positions cash flow spend Free cash flow Total of net cash inflow from Net cash generated from operating activities, including interest, tax Measure of cash available after regular operating activities plus and replacement capital spend replacement capital expenditure and net cash outflow from historic liabilities to pay dividends, fund investing activities growth capital projects and invest in acquisitions Free cash flow/ Total of net cash inflow from The ratio of free cash flow to underlying EBITDA Provides an understanding of how profits EBITDA conversion operating activities plus net convert into cash cash outflow from investing activities divided by operating profit Growth capital N/A Growth capital projects which include the innovation portfolio and Provides an understanding of how cash is expenditure other large strategic investments being spent to grow the business Notes to the financial statements continued 238 Renewi plc Annual Report and Accounts 2024 SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued Closest GAAP measure or equivalent Financial Measure calculation How we define it Why we use it Total cash flow Net Total cash flow is the movement in net debt excluding loan fee capitalisation and Provides an understanding of total cash movement amortisation, exchange movements, movement in PPP cash and PPP non-recourse flow of the Group in cash debt, additions to IFRS 16 lease liabilities and lease liabilities acquired through a and cash business combination equivalents Core cash Cash and Core cash excludes cash and cash equivalents relating to UK PPP contracts The cash relating to UK PPP contracts cash is not freely available to the Group and equivalents is excluded from financial covenant calculations of the main multicurrency green finance facility therefore excluding this gives a suitable measure of cash for the Group Core net debt Borrowings Core net debt includes core cash excludes debt relating to the UK PPP contracts The borrowings relating to the UK PPP and lease liabilities as a result of IFRS 16 contracts are non-recourse to the Group and excluding these gives a suitable measure of indebtedness for the Group and IFRS 16 lease liabilities are excluded as financial covenants on the main multicurrency green finance facility remain on a frozen GAAP basis Liquidity N/A Liquidity headroom includes core cash and undrawn committed amounts on the Provides an understanding of available multicurrency green finance facility and the European Investment Bank facility. headroom to the Group Net debt to Net debt and This is the key covenant of the Group’s banking facilities which is calculated Commonly used measure of financial covenant defined operating following an agreed methodology to protect the Group from potential volatility leverage and consistent with EBITDA/leverage profit caused by accounting standard changes, sudden movements in exchange rates and covenant definition ratio exceptional items. Net debt and EBITDA are measured on a frozen GAAP basis with the main impact of this being the exclusion of IFRS 16 Lease Liabilities. Exceptional items are excluded from EBITDA and cash and debt relating to UK PPP contracts is excluded from net debt. Net debt and EBITDA are translated to Euros using average exchange rates for the period. Covenant ratios are measured semi-annually on a rolling 12-month basis at March and September. Reconciliations of non-IFRS measures are set out below: Reconciliation of operating profit (loss) to underlying EBITDA from continuing operations 2024 Netherlands Belgium Commercial Commercial Mineralz & Group central Waste Waste Water Specialities services Total €m €m €m €m €m €m Operating profit (loss) from continuing operations 53.2 42.9 7.3 15.4 (21.2) 97.6 Non-trading and exceptional items (excl. finance items) (note 3.3) (0.3) 2.7 2.3 0.9 2.3 7.9 Underlying EBIT from continuing operations 52.9 45.6 9.6 16.3 (18.9) 105.5 Depreciation and impairment of property, plant and equipment and right-of-use assets (notes 4.2 & 4.3) 59.4 31.4 14.9 8.1 6.6 120.4 Amortisation of intangible assets (excluding acquisition related intangibles & discontinued operations) (note 4.1) 0.6 – 0.9 – 4.7 6.2 Non-exceptional gain on disposal of property, plant and equipment, intangible assets and subsidiaries (note 3.2) (1.6) (0.5) 0.2 – – (1.9) Underlying EBITDA from continuing operations 111.3 76.5 25.6 24.4 (7.6) 230.2 * Includes depreciation charges, impairment charges and impairment releases relating to continuing operations, but excludes any such items recorded within non-trading and exceptional items, as these are already accounted for within underlying EBIT. Additional analysis by segment is shown in Section 2. Renewi plc Annual Report and Accounts 2024 239 Strategic report Governance report Financial statements Other information SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued 2023 Netherlands Belgium Commercial Commercial Mineralz & Restated Group central Restated Waste Waste Water Specialities services Total €m €m €m €m €m €m Operating profit (loss) from continuing operations 69.4 65.3 1.0 17.1 (11.3) 141.5 Non-trading and exceptional items (excluding finance items) 7.5 (12.9) (0.5) (1.2) (2.7) (9.8) Underlying EBIT from continuing operations 76.9 52.4 0.5 15.9 (14.0) 131.7 Depreciation and impairment of property, plant and equipment and right-of-use assets (notes 4.2 & 4.3) 57.1 31.2 17.0 7.0 6.2 118.5 Amortisation of intangible assets (excluding acquisition related intangibles) (note 4.1) 0.9 – 0.9 – 3.5 5.3 Non-exceptional gain on disposal of property, plant and equipment, intangible assets and subsidiaries (note 3.2) (1.9) (0.2) (0.1) (0.9) – (3.1) Underlying EBITDA from continuing operations 133.0 83.4 18.3 22.0 (4.3) 252.4 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation, additional analysis by segment is shown in Section 2. ** Includes depreciation charges, impairment charges and impairment releases relating to continuing operations, but excludes any such items recorded within non-trading and exceptional items, as these are already accounted for within underlying EBIT. Calculation of return on operating assets from continuing operations Netherlands Belgium Specialities Commercial Commercial Mineralz & excluding Waste Waste Water UK Municipal Group €m €m €m €m €m 2024 Underlying EBIT from continuing operations 52.9 45.6 9.6 16.3 105.5 13 month average of operating assets 439.4 163.5 60.0 56.9 530.6 Return on operating assets from continuing operations 12.0% 27.9% 15.9% 28.6% 19.9% 2023 Restated Underlying EBIT from continuing operations 76.9 52.4 0.5 15.9 131.7 13 month average of operating assets 398.2 110.8 64.4 44.9 439.5 Return on operating assets from continuing operations 19.3% 47.3% 0.8% 35.4% 30.0% * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Calculation of underlying post-tax return on capital employed 2024 2023 €m €m Operating profit (from continuing and discontinued operations) 37.6 121.4 Non-trading and exceptional items in operating profit (from continuing and discontinued operations) 69.2 11.5 Underlying EBIT (from continuing and discontinued operations) 106.8 132.9 Tax at effective rate (2024: 27.0%, 2023: 27.1%) (28.8) (36.0) Post tax underlying EBIT (from continuing and discontinued operations) 78.0 96.9 13-month average of capital employed 1,013.5 915.3 Underlying post -tax return on capital employed 7.7% 10.6% Notes to the financial statements continued 240 Renewi plc Annual Report and Accounts 2024 SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued Reconciliation of statutory profit before tax to underlying profit before tax Restated 2024 2023 €m €m Statutory profit before tax 60.1 115.0 Non-trading and exceptional items in operating profit 7.9 (9.8) Underlying profit before tax 68.0 105.2 * The comparatives have been restated to classify the UK Municipal segment as a discontinued operation. Reconciliation of free cash flow and adjusted free cash flow as presented in the CFO’s statement 2024 €m 2023 €m Net cash generated from operating activities 168.7 188.4 Include finance charges and loan fees paid (41.9) (31.3) Include finance income received 10.8 10.6 Include repayment of obligations under lease liabilities (55.3) (47.5) Include purchases of replacement items of intangible assets (13.3) (9.9) Include purchases of replacement items of property, plant and equipment (64.1) (84.2) Include proceeds from disposals of property, plant and equipment 20.2 6.8 Included capital received in respect of PPP financial assets net of outflows 5.9 6.0 Include repayment of UK Municipal contracts PPP debt (5.3) (8.1) Include movement in UK Municipal contracts PPP cash (3.3) 1.1 Investment in own shares and other (1.5) (6.6) Free cash flow 20.9 25.3 Exclude deferred Covid taxes paid 19.9 19.7 Exclude offtake of ATM soil 2.5 1.2 Exclude UK Municipal contracts 15.8 12.2 Exclude non-trading and exceptional provisions and working capital 5.5 4.4 Exclude payments to fund defined benefit pension schemes 3.5 3.5 Investment in own shares and other 1.5 6.6 Adjusted free cash flow 69.6 72.9 Reconciliation of net capital spend in the CFO’s statement to purchases and disposal proceeds of property, plant and equipment and intangible assets within Investing activities in the consolidated Statement of Cash Flows 2024 2023 €m €m Purchases of intangible assets (13.3) (9.9) Purchases of replacement property, plant and equipment (64.1) (84.2) Proceeds from disposals of property, plant and equipment 20.2 6.8 Net replacement capital expenditure (57.2) (87.3) Growth capital expenditure (22.0) (30.8) Total capital spend as shown in the cash flow in the CFO’s statement (79.2) (118.1) Renewi plc Annual Report and Accounts 2024 241 Strategic report Governance report Financial statements Other information SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued 2024 2023 €m €m Purchases of intangible assets (13.3) (9.9) Purchases of property, plant and equipment (replacement and growth) (86.1) (115.0) Proceeds from disposals of property, plant and equipment 20.2 6.8 Purchases and disposal proceeds of property, plant and equipment and intangible assets within Investing activities in the consolidated Statement of Cash Flows (79.2) (118.1) Reconciliation of property, plant and equipment additions to replacement capital expenditure as presented in the CFO’s statement 2024 €m 2023 €m Property, plant and equipment additions (note 4.2) (82.6) (117.9) Intangible asset additions (note 4.1) (11.7) (8.7) Proceeds from disposals of property, plant and equipment 20.2 6.8 Movement in capital creditors (included in trade and other payables) (5.1) 1.7 Growth capital expenditure – as disclosed in the CFO’s statement 22.0 30.8 Replacement capital expenditure per the CFO’s statement (57.2) (87.3) Reconciliation of total cash flow as presented in the CFO’s statement to the movement in total net debt 2024 2023 €m €m Total cash flow (0.9) (64.9) Additions to lease liabilities net of cancelled lease liabilities (60.0) (52.0) Lease liabilities acquired through a business combination – (30.7) Repayment of obligations under lease liabilities 55.3 47.5 Movement in PPP non-recourse debt 5.3 8.1 Movement in PPP cash and cash equivalents 3.3 (1.1) Capitalisation of loan fees net of amortisation 0.7 (0.7) Less net debt transferred as part of the disposal group 67.7 – Exchange movements (1.7) 2.6 Movement in total net debt (note 5.1) 69.7 (91.2) Notes to the financial statements continued 242 Renewi plc Annual Report and Accounts 2024 SECTION 8. Other notes continued 8.3 Alternative Performance Measures (APMs) and reconciliations continued Reconciliation of total cash flow as presented in the CFO’s statement to the movement in cash 2024 2023 €m €m Total cash flow (0.9) (64.9) Repayments of retail bonds – (100.0) Proceeds from bank borrowings 439.5 565.0 Repayment of bank borrowings (402.1) (405.6) Bank loan acquired through business combination – 7.0 Movement in PPP cash and cash equivalents 3.3 (1.1) Less cash transferred as part of the disposal group (24.5) – Exchange movements 1.0 (1.3) Movement in total cash 16.3 (0.9) Reconciliation of total net debt to net debt under covenant definition 2024 2023 €m €m Total net debt (616.0) (685.7) Exclude PPP non-recourse debt – 88.3 Exclude PPP cash and cash equivalents – (19.0) Exclude IFRS 16 lease liabilities 247.9 245.8 Net debt aligned with covenant definition (368.1) (370.6) 8.4 Contingent liabilities Since 2017 ATM has faced challenges in the offtake of thermally treated soil. There are discussions ongoing on the application of thermally treated soil in certain areas in the Netherlands and it cannot be ruled out that this could result in liability for damages resulting from third-party claims in the future. All sites need to operate in alignment with the related permits and when new regulatory requirements come into force, the Group may need to undertake additional expenditure to align to new standards. No account is taken of any potential changes until the new obligations are fully defined and enforceable. Due to the nature of the industry in which the business operates, from time to time the Group is made aware of claims or litigation arising in the ordinary course of the Group’s business. Provision is made for the Directors’ best estimate of all known claims and all such legal actions in progress. The Group takes legal advice as to the likelihood of success of claims and actions and no provision is made where the Directors consider, based on that advice, that the action is unlikely to succeed or a sufficiently reliable estimate of the potential obligation cannot be made. None of these other matters are expected to have a material impact. Under the terms of sale agreements, the Group has given a number of indemnities and warranties relating to businesses sold in prior periods. Different warranty periods are in existence and it is assumed that these will expire within 15 years. Based on management’s assessment of the most likely outcome appropriate warranty provisions are held. In respect of contractual liabilities the Group and its subsidiaries have given guarantees and entered into counter indemnities of bonds and guarantees given on their behalf by sureties and banks totalling €231.4m (2023: €229.2m). 8.5 Events after the balance sheet date On 27 May 2024, the Group entered into a commitment letter for a €120m bridging facility as detailed in section 1. On 30 May 2024, the Group entered into a sale agreement with Biffa Limited for the disposal of its UK Municipal business as detailed in note 6.4. Renewi plc Annual Report and Accounts 2024 243 Strategic report Governance report Financial statements Other information 2024 €m Restated 2023 €m Restated 2022 €m Restated 2021 €m Restated 2020 €m Consolidated Income Statement Revenue from continuing operations 1,689.2 1,703.9 1,652.9 1,488.1 1,578.2 Underlying EBIT from continuing operations 105.5 131.7 140.8 72.9 90.4 Finance charges – interest (30.4) (21.6) (20.2) (20.1) (23.9) Finance charges – other (7.6) (5.2) (7.4) (5.5) (7.7) Share of results from associates and joint ventures 0.5 0.3 0.2 1.3 0.3 Profit from continuing operations before non-trading and exceptional items and tax (underlying profit) 68.0 105.2 113.4 48.6 59.1 Non-trading and exceptional items (7.9) 9.8 (9.7) (36.7) (86.6) Profit (loss) before tax from continuing operations 60.1 115.0 103.7 11.9 (27.5) Taxation (16.1) (30.8) (25.9) (12.2) (12.9) Exceptional tax and tax on exceptional items 1.2 1.8 4.2 6.2 12.6 Profit (loss) after tax from continuing operations 45.2 86.0 82.0 5.9 (27.8) Loss after tax from discontinued operations (76.1) (19.4) (6.6) (0.4) (49.3) (Loss) profit for the year (30.9) 66.6 75.4 5.5 (77.1) (Loss) profit attributable to: Owners of the parent (34.1) 62.9 74.5 5.6 (77.9) Non-controlling interests 3.2 3.7 0.9 (0.1) 0.8 (30.9) 66.6 75.4 5.5 (77.1) Consolidated Balance Sheet Non-current assets 1,562.4 1,686.2 1,565.9 1,612.3 1,625.8 Other assets less liabilities (632.4) (653.2) (629.5) (713.0) (631.6) Total net debt (616.0) (685.7) (594.5) (658.0) (758.9) Net assets 314.0 347.3 341.9 241.3 235.3 Equity attributable to owners of the parent Share capital and share premium 574.6 573.9 573.3 573.1 573.1 Exchange reserve and retained earnings (273.6) (236.7) (238.4) (337.9) (339.2) 301.0 337.2 334.9 235.2 233.9 Non-controlling interests 13.0 10.1 7.0 6.1 1.4 Total equity 314.0 347.3 341.9 241.3 235.3 Financial ratios Underlying earnings per share – continuing operations (cents per share) 61c 89c 109c 46c 58c Basic earnings (loss) per share – continuing operations (cents per share) 53c 104c 102c 8c (36)c Dividend per share (pence per share) 5p – – – 4.5p * The comparatives have been restated, only for the income statement items and earnings per share figures, to classify the UK Municipal segment as a discontinued operation. ** Revenue and underlying EBIT from continuing operations are stated before non-trading and exceptional items as set out in note 3.3 for the years ended 31 March 2024 and 31 March 2023. Consolidated five year financial summary Parent company financial statements continued 244 Renewi plc Annual Report and Accounts 2024 Note 31 March 2024 £m 31 March 2023 £m Assets Non-current assets Intangible assets 6 – 0.1 Property, plant and equipment 7 – 0.1 Investments 8 525.8 525.8 Other receivables 9 341.7 113.9 Deferred tax assets 10 9.5 8.8 877.0 648.7 Current assets Trade and other receivables 9 1.3 256.0 Current tax receivable 0.7 – Cash and cash equivalents 11 24.9 17.3 26.9 273.3 Assets classified as held for sale 9 18.4 – 45.3 273.3 Total assets 922.3 922.0 Liabilities Non-current liabilities Borrowings 12 (106.6) (175.4) Provisions 14 (1.2) (1.1) Defined benefit pension scheme deficit 15 (6.5) (3.7) (114.3) (180.2) Current liabilities Borrowings 12 (64.1) – Trade and other payables 13 (6.6) (8.3) Current tax payable – (1.7) Provisions 14 (0.3) (0.7) (71.0) (10.7) Total liabilities (185.3) (190.9) Net assets 737.0 731.1 Equity Share capital 16 80.6 80.2 Share premium 16 402.1 401.8 Retained earnings 254.3 249.1 Total equity 737.0 731.1 * As permitted by section 408 of the Companies Act, the Company has elected not to present its own Income Statement or Statement of Comprehensive Income. The Company reported a profit for the year ended 31 March 2024 of £9.9m (2023: £90.6m). The notes on pages 248 to 255 are an integral part of these financial statements. These Financial Statements were approved by the Board of Directors and authorised for issue on 30 May 2024. They were signed on its behalf by: Parent company Balance Sheet As at 31 March 2024 Ben Verwaayen Chairman Annemieke den Otter Chief Financial Officer Renewi plc Annual Report and Accounts 2024 245 Strategic report Governance report Financial statements Other information Note Share capital £m Share premium £m Retained earnings £m Total equity £m Balance at 1 April 2023 80.2 401.8 249.1 731.1 Profit for the year – – 9.9 9.9 Other comprehensive (loss) income: Actuarial loss on defined benefit pension scheme 15 – – (5.7) (5.7) Tax in respect of other comprehensive income items – – 1.4 1.4 Total comprehensive income for the year – – 5.6 5.6 Transactions with owners in their capacity as owners: Share-based compensation 3 – – 1.1 1.1 Proceeds from exercise of employee options 16 0.4 0.3 – 0.7 Own shares purchased by the Employee Share Trust 16 – – (1.5) (1.5) Balance at 31 March 2024 80.6 402.1 254.3 737.0 Balance at 1 April 2022 80.0 401.6 172.2 653.8 Profit for the year – – 90.6 90.6 Other comprehensive (loss) income: Actuarial loss on defined benefit pension scheme 15 – – (14.3) (14.3) Tax in respect of other comprehensive income items – – 3.6 3.6 Total comprehensive income for the year – – 79.9 79.9 Transactions with owners in their capacity as owners: Share-based compensation 3 – – 2.3 2.3 Movement in tax arising on share-based compensation – – (0.8) (0.8) Proceeds from exercise of employee options 16 0.2 0.2 – 0.4 Own shares purchased by the Employee Share Trust 16 – – (4.5) (4.5) Balance at 31 March 2023 80.2 401.8 249.1 731.1 Parent company Statement of Changes in Equity For the year ended 31 March 2024 Parent company financial statements continued 246 Renewi plc Annual Report and Accounts 2024 2024 £m 2023 £m Profit before tax 4.8 92.9 Finance income (20.2) (20.6) Finance charges 8.0 8.0 Operating (loss) profit (7.4) 80.3 Amortisation of intangible assets 0.1 0.1 Dividend income (4.6) (77.2) Net decrease in provisions (0.4) (0.1) Payment related to committed funding of the defined benefit pension scheme (2.9) (3.1) Share-based compensation 1.1 2.3 Exchange gain (loss) 4.9 (5.4) Operating cash flows before movement in working capital (9.2) (3.1) Decrease in receivables 11.9 16.2 (Decrease) increase in payables (11.2) 0.4 Cash flows (used in) from operating activities (8.5) 13.5 Income tax received – 0.5 Net cash (outflow) inflow from operating activities (8.5) 14.0 Investing activities Dividend received in cash 4.6 77.2 Finance income 20.3 17.8 Net cash inflow from investing activities 24.9 95.0 Financing activities Proceeds from share issues 0.7 0.4 Finance charges and loan fees paid (8.0) (9.4) Repayment of retail bonds – (86.5) Proceeds from bank borrowings – 2.2 Repayment of bank borrowings – (2.2) Investment in own shares by the Employee Share Trust (1.5) (4.5) Net cash outflow from financing activities (8.8) (100.0) Net increase in cash and cash equivalents 7.6 9.0 Cash and cash equivalents at the beginning of the year 17.3 8.3 Cash and cash equivalents at the end of the year 24.9 17.3 Parent company Statement of Cash Flows For the year ended 31 March 2024 Renewi plc Annual Report and Accounts 2024 247 Strategic report Governance report Financial statements Other information Notes to the parent company financial statements 1. Accounting policies – Company General information Renewi plc is a public limited company listed on the London Stock Exchange with a secondary listing on Euronext Amsterdam. Renewi plc is incorporated and domiciled in Scotland under the Companies Act 2006, registered number SC077438. The address of the registered office is given on page 275. The nature of the Company’s principal activity is a head office corporate function. The financial statements for Renewi plc the Company are presented in Sterling being the functional currency of the entity and are rounded to the nearest £0.1m, unless otherwise stated. Basis of preparation The separate financial statements of the Company are presented in compliance with the requirements for companies whose shares are listed on the London Stock Exchange. They have been prepared on the historical cost basis, except for share-based payments, which are stated at fair value. The policies set out below have been consistently applied. The Company has applied all accounting standards and interpretations issued relevant to its operations and effective for accounting periods beginning on 1 April 2023. The financial statements are prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Going concern As set out in section 1 Basis of preparation of the consolidated financial statements, having assessed the principal risks and other matters in connection with the viability statement, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements. New standards and interpretations not yet adopted Standards and interpretations issued by the International Accounting Standards Board (IASB) are only applicable if endorsed by the UK Endorsement Board (UKEB). There were no new standards, amendments to standards or interpretations not yet effective that would be expected to have a material impact on the Company. Intangible assets Computer software is capitalised on the basis of the costs incurred to purchase and bring the assets into use. These costs are amortised over the estimated useful life ranging from one to five years on a straight-line basis. Property, plant and equipment Property, plant and equipment, except for freehold land, is stated at cost less accumulated depreciation and provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Freehold land is not depreciated. The asset’s residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period. Depreciation is provided to write-off the cost of fixtures and fittings (less the expected residual value) on a straight-line basis over an expected useful life of up to 10 years. Assets are reviewed for impairment whenever events or 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 fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value. An impairment loss is recognised immediately as an operating expense and at each subsequent reporting date the impairment is reviewed for possible reversal. Investments in subsidiary undertakings Investments in subsidiary undertakings are stated at cost less any provision for impairment in value. Investments are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment provision is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value. Parent company financial statements continued 248 Renewi plc Annual Report and Accounts 2024 1. Accounting policies – Company continued Provisions Provisions are recognised where there is a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Employee benefits Retirement benefits The Company accounts for pensions and similar benefits under IAS 19 (revised) Employee Benefits. For defined benefit plans, obligations are measured at discounted present value whilst plan assets are recorded at fair value. The operating and financing costs of the plans are recognised separately in the Income Statement. Interest is calculated by applying the discount rate to the net defined pension liability. Actuarial gains and losses are recognised in full through the Statement of Comprehensive Income; surpluses are recognised only to the extent that they are recoverable. Movements in irrecoverable surpluses are recognised immediately in the Statement of Comprehensive Income. Payments to defined contribution schemes are charged to the Income Statement as they become due. Share-based payments The Company issues equity-settled share-based awards to certain employees. The fair value of share-based awards is determined at the date of grant and expensed on a straight-line basis over the vesting period, with a corresponding increase in equity based on the Company’s estimate of the shares that will eventually vest. At each balance sheet date, the Company revises its estimates of the number of awards that are expected to vest based on service and non-market performance conditions. The amount expensed is adjusted over the vesting period for changes in the estimate of the number of shares that will eventually vest, except for changes resulting from any market-related performance conditions. Taxation Current tax Current tax is based on taxable profit or loss for the year. Taxable profit differs from profit before tax in the Income Statement because it excludes items of income or expense that are taxable or deductible in other years or that are never taxable or deductible. The asset or liability for current tax is calculated using tax rates that have been enacted, or substantively enacted, at the balance sheet date. Deferred tax Deferred tax is recognised in full where the carrying value of assets and liabilities in the financial statements is different to the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that the taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that have been substantively enacted at the balance sheet date. Deferred tax is charged or credited in the Income Statement, except where it relates to items charged or credited directly to equity in which case the deferred tax is also dealt with in equity. Foreign currencies The functional currency of the Company is Sterling. Monetary assets and liabilities denominated in foreign currencies at the year end are translated at the period end exchange rates. Income and expenses denominated in foreign currencies are translated into sterling at the average rate of exchange for the month in which they occur. Foreign currency gains or losses are credited or charged in the Income Statement. Financial instruments Amounts owed by subsidiary undertakings Amounts owed by subsidiary undertakings are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method less any provision for impairment losses. The Company measures impairment losses using the general expected credit loss model, taking into account objective evidence of impairment as a result of assessing the estimated future cash flows of the financial asset. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with a maturity of three months or less and is held at amortised cost. Renewi plc Annual Report and Accounts 2024 249 Strategic report Governance report Financial statements Other information 1. Accounting policies – Company continued External borrowings Retail bonds and bank loans are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the Income Statement using the effective interest rate method. Trade payables Trade payables are not interest bearing and are stated initially at fair value and subsequently held at amortised cost. Amounts owed to subsidiary undertakings Amounts owed to subsidiary undertakings are initially recognised at fair value and subsequently held at amortised cost. Other receivables and other payables Other receivables and other payables are initially recognised at fair value and subsequently measured at amortised cost. Called up share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or share options are shown in equity as a deduction, net of tax, from the proceeds. The share premium account represents any excess of the net proceeds over the nominal value of any shares issued. Dividends Dividend distributions to the equity holders are recognised in the period in which they are approved by the shareholders in general meeting. Interim dividends are recognised when paid. 2. Key accounting judgements and estimates The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenditure. The areas involving a higher degree of judgement or complexity are set out below and in more detail in the related note. Defined benefit pension scheme The Company operates a defined benefit scheme in the UK for which an actuarial valuation is carried out as determined by the trustees at intervals of not more than three years. The pension cost under IAS 19 (revised) Employee Benefits is assessed in accordance with management’s best estimates using the advice of an independent qualified actuary and assumptions in the latest actuarial valuation. The principal assumptions in connection with the retirement benefit scheme are set out in note 7.2 of the Group financial statements. Impairment of investments in subsidiary undertakings and amounts owed by subsidiary undertakings Investments in subsidiary undertakings and amounts owed by subsidiary undertakings are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. The carrying value is estimated based on projected cash flows which may be long term in nature as detailed in note 8. Parent company financial statements continued 250 Renewi plc Annual Report and Accounts 2024 3. Employees Staff costs 2024 £m 2023 £m Wages and salaries 3.0 4.2 Social security costs 0.2 0.3 Share-based benefits 1.1 2.3 Other pension costs 0.1 – Total staff costs 4.4 6.8 The average number of people (including executive directors) employed by the Company was 15 employees (2023: 18). See pages 128 to 147 of the Directors’ Remuneration report for details of the remuneration of executive and non-executive Directors and their interest in shares and options of the Company. Further details on share-based payments are set out in note 7.3 of the Group financial statements 4. Auditors’ remuneration The auditors’ remuneration for audit services to the Company was £0.1m (2023: £0.1m) and the fees paid to BDO LLP and its associates for non-audit services for audit related assurance services for the Company were £nil (2023: £15,000). 5. Dividends The Directors have proposed a final dividend of 5 pence per share (2023: £nil) totalling £4.0m (2023: £nil) for the year ended March 2024. 6. Intangible assets Computer Software £m Cost At 1 April 2022, 31 March 2023 and 31 March 2024 0.5 Accumulated amortisation and impairment At 1 April 2022 0.3 Amortisation charge 0.1 At 31 March 2023 0.4 Amortisation charge 0.1 At 31 March 2024 0.5 Net book value At 31 March 2024 – At 31 March 2023 0.1 At 31 March 2022 0.2 Renewi plc Annual Report and Accounts 2024 251 Strategic report Governance report Financial statements Other information 7. Property, plant and equipment Land £m Fixtures and fittings £m Total £m Cost At 1 April 2022 0.1 0.2 0.3 Disposal – (0.2) (0.2) At 31 March 2023 0.1 – 0.1 Disposal (0.1) – (0.1) At 31 March 2024 – – – Accumulated depreciation and impairment At 1 April 2022 – 0.1 0.1 Disposal – (0.1) (0.1) At 31 March 2023 and 31 March 2024 – – – Net book value At 31 March 2024 – – – At 31 March 2023 0.1 – 0.1 At 31 March 2022 0.1 0.1 0.2 8. Investments Investments in subsidiary undertakings £m At 31 March 2023 and 31 March 2024 525.8 In the opinion of the Directors, the value of investments in subsidiary undertakings is not less than the aggregate amount of £525.8m (2023: £525.8m). This assessment is based on the value in use calculated with reference to the discounted cash flow forecasts for each of the reporting segments of the Group as set out in note 4.1 of the Group financial statements. The Group performs sensitivity analysis of the impairment testing by considering reasonably possible changes in the key assumptions used. The results of sensitivities performed demonstrated significant headroom and it is concluded that no reasonably possible change to the assumptions would result in an impairment charge. 9. Trade and other receivables and Assets classified as held for sale 2024 £m 2023 £m Non-current assets Amounts owed by subsidiary undertakings 340.3 113.9 Other receivables 1.4 – 341.7 113.9 Current assets Amounts owed by subsidiary undertakings – 254.5 Other receivables 0.7 0.2 Prepayments 0.6 1.3 1.3 256.0 Assets classified as held for sale of £18.4m (2023: £nil) represent amounts owed by subsidiary undertakings, previously recorded as non-current assets, that are due from entities which are part of the Asset Held for Sale disposal group outlined within note 6.4 of the Group financial statements. The amounts owed are expected to be exchanged with a different subsidiary undertaking resulting in no gain or loss on disposal, therefore the balances are considered recoverable in full. Parent company financial statements continued 252 Renewi plc Annual Report and Accounts 2024 9. Trade and other receivables continued The carrying amounts of trade and other receivables are denominated in the following currencies: 2024 £m 2023 £m Sterling 21.1 19.7 Euro 340.3 350.2 361.4 369.9 Interest on amounts owed by subsidiary undertakings is received at rates of between 0% and 14% (2023: 0% and 14%), the balances are unsecured and repayable either on demand or in accordance with the loan agreements with a final repayment date of March 2032. 10. Deferred tax asset Deferred tax is provided in full on temporary differences under the liability method using the applicable tax rate. Retirement benefit scheme £m Tax losses £m Other timing differences £m Total £m At 1 April 2022 (1.8) 7.3 1.5 7.0 (Charge) credit to Income Statement (0.9) (0.6) 0.5 (1.0) Credit (charge) to equity 3.6 – (0.8) 2.8 At 31 March 2023 0.9 6.7 1.2 8.8 (Charge) credit to Income Statement (0.7) 0.4 (0.4) (0.7) Credit to equity 1.4 – – 1.4 At 31 March 2024 1.6 7.1 0.8 9.5 The majority of the £9.5m (2023: £8.8m) deferred tax asset is expected to be recovered after more than one year and is expected to be used within the next six years, as outlined within the group tax note 3.4. As at 31 March 2024, the Company has unused tax losses (tax effect) of £7.1m (2023: £6.7m) available for offset against future profits. A deferred tax asset has been recognised in respect of £7.1m (2023: £6.7m) of such losses and recognition is based on management’s projections of future profits in the Company. Tax losses may be carried forward indefinitely. 11. Cash and cash equivalents The carrying amount of cash and cash equivalents of £24.9m (2023: £17.3m) was denominated in Sterling. 12. Borrowings 2024 £m 2023 £m Non-current borrowings Retail bonds 106.6 175.4 Current borrowings Retail bonds 64.1 – At 31 March 2024, the Group had two issues of green retail bonds. The bonds of £64.1m (€75m) (2023: £65.8m (€75m)) maturing in July 2024 have an annual gross coupon of 3.00% and the bonds of £106.6m (€125m) (2023: £109.6m (€125m)) maturing in July 2027 have an annual gross coupon of 3.00%. The retail bonds are unsecured and have cross guarantees from members of the Group. Further details are given in the Group financial statements in note 5.8. Of the non-current borrowings of £106.6m (2023: £175.4m), £nil (2023: £65.8m) is due to be repaid between one and two years and £106.6m (2023: £109.6m) is due to be repaid between two and five years. The carrying amounts of borrowings are denominated in Euros. Renewi plc Annual Report and Accounts 2024 253 Strategic report Governance report Financial statements Other information 13. Trade and other payables 2024 £m 2023 £m Trade payables 0.7 0.4 Other tax and social security payable 0.2 0.4 Accruals and other payables 5.6 6.8 Amounts owed to Group undertakings 0.1 0.7 6.6 8.3 The carrying amounts of trade and other payables are denominated in the following currencies: 2024 £m 2023 £m Sterling 2.9 3.8 Euro 3.7 4.5 6.6 8.3 Amounts owed to Group undertakings are interest free, unsecured and repayable upon demand. 14. Provisions £m At 1 April 2023 1.8 Provided in the year 0.2 Utilised in the year (0.5) At 31 March 2024 1.5 Of the £1.5m (2023: £1.8m) provisions, £0.3m is current (2023: £0.7m) and £1.2m is non-current (2023: £1.1m). Provisions principally include warranties, whereby under the terms of the agreements for the disposal of certain businesses, the Company has given warranties to the purchasers which may give rise to payments. The Company has the liability until the end of the contractual terms in the agreements. 15. Retirement benefit scheme The Company’s defined benefit pension scheme (called the Shanks Group Pension Scheme) covers eligible UK employees and is closed to new entrants and closed for future benefit accrual. The plan provides benefits to members in the form of a guaranteed level of pension payable for life and the level of benefits provided depends on the members’ length of service and salary. The funding plan has been maintained at the current level of £3.1m per annum until December 2024. Further details are provided in note 7.2 of the Group financial statements. 16. Share capital and share premium Share capital – ordinary shares Share premium Number £m £m Share capital allotted, called up and fully paid At 1 April 2022 (ordinary shares of £1 each) 80,059,937 80.0 401.6 Issued under share option schemes (ordinary shares of £1 each) 190,358 0.2 0.2 At 31 March 2023 (ordinary shares of £1 each) 80,250,295 80.2 401.8 Issued under share option schemes (ordinary shares of £1 each) 301,075 0.4 0.3 At 31 March 2024 (ordinary shares of £1 each) 80,551,370 80.6 402.1 During the year, 301,075 (2023: 190,358) ordinary shares of £1 were allotted. These new shares resulted from the exercise of share options under the Savings Related Share Option Schemes for an aggregated consideration of £0.7m (2023: £0.4m). Further disclosures relating to share-based options are set out in note 7.3 of the Group financial statements. Parent company financial statements continued 254 Renewi plc Annual Report and Accounts 2024 16. Share capital and share premium continued Renewi plc Employee Share Trust The Renewi plc Employee Share Trust owns 600,326 (0.7%) (2023: 853,223 (1.1%)) £1 shares of the issued share capital of the Company in trust for the benefit of employees of the Group. The Trust waives its dividend entitlement. Retained earnings include ordinary shares held by the Trust to satisfy future share awards which are recorded at cost. During the year, 544,967 (2023: 400,597) £1 shares were transferred to individuals under the LTIP and DAB schemes. During the year, 292,070 (2023: 700,969) £1 shares were purchased by the Trust at a cost of £1.5m (2023: £4.5m). 17. Financial instruments The carrying value of the Company’s financial assets and financial liabilities is shown below: Note 2024 £m 2023 £m Financial assets Trade and other receivables excluding prepayments 9 360.8 368.6 Cash and cash equivalents 11 24.9 17.3 385.7 385.9 Financial liabilities Retail bonds 12 170.7 175.4 Trade and other payables excluding non-financial liabilities 13 6.4 7.9 177.1 183.3 The fair value of financial assets and financial liabilities is not materially different to their carrying value except for the retail bonds which have a fair value of £167.1m (2023: £172.7m). The following table analyses the Company’s financial liabilities into relevant maturity groupings. The maturities of the undiscounted cash flows, including interest and principal, at the balance sheet date are based on the earliest date on which the Company is obliged to pay. Within one year £m Between one and five years £m Over five years £m Total £m At 31 March 2024 Retail bonds 69.3 116.5 – 185.8 Trade and other payables 2.6 – – 2.6 71.9 116.5 – 188.4 At 31 March 2023 Retail bonds 5.3 191.0 – 196.3 Trade and other payables 4.2 – – 4.2 9.5 191.0 – 200.5 18. Contingent liabilities In addition to the contingent liabilities as referred to in note 8.4 of the Group financial statements, the Company has given guarantees in respect of the Group’s subsidiary undertakings’ borrowing facilities totalling £251.0m (2023: £224.6m). The Company also has contingent liabilities in respect of both VAT and HM Revenue & Customs group payment arrangements of £0.6m (2023: £0.7m). 19. Related party transactions A list of the Company’s subsidiaries is set out in note 8.1 of the Group financial statements. Transactions with subsidiaries relate to interest on intercompany loans, management charges and dividends. Net interest income was £19.6m (2023: £19.9m), management charges were £3.7m (2023: £5.2m) and dividends received were £4.6m (2023: £77.2m). Total outstanding balances are listed in notes 9 and 13. Renewi plc Annual Report and Accounts 2024 255 Strategic report Governance report Financial statements Other information Other information 258 Sustainability disclosures 274 Shareholder information 275 Company information 276 Glossary 256 Renewi plc Annual Report and Accounts 2024 Circular material: recycled gravel Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 257 Sustainability disclosures Sustainability disclosures The purpose of this section is to share material ESG content as requested by Renewi’s external stakeholders. It contains additional cuts of the data discussed in the Annual Report, methodology notes and relevant contextual information, mirroring the structure of the Annual Report chapters where possible. Disclosures are prepared according to the GRI standards. The full GRI content index can be found on page 272. The time-frame of the data published follows the Renewi financial year (1 April 2023 to 31 March 2024) and the publication date of this Annual Report is also the formal date of the first external publication of the data for that period. If you have a question regarding the preparation of this information, please reach out to [email protected]. Sustainability disclosure contents: 258 1. Basis for preparation 258 2. Being a circular economy change maker 263 3. Reduce our carbon emissions 266 4. Energy 268 5. Caring for our people and ecosystems 272 6. External references 1. Basis for preparation Materiality In just one financial cycle, Renewi will be subject to CSRD-compliant disclosure, as one of the first wave adopters in Europe. In anticipation of this reporting change, Renewi is currently carrying out its first double materiality analysis. The results of this study will inform the material topics for disclosure from FY25 onwards. In the meantime, disclosures remain aligned with the topics selected in previous years: please see the GRI content index for a full list of disclosed topics. Sustainability reporting boundary Any entities consolidated under Group financial control are subject to sustainability reporting (see the list of consolidated entities on pages 234-236). The exception is GHG reporting, which follows the rule for operational control rather than financial control. Entities that are consolidated under financial control but not subject to operational control are therefore addressed as investments in Scope 3 category 15. These are as follows: • Hydrovac V.O.F. • Induserve V.O.F. • Octopus V.O.F. • Smink Boskalis Dolman V.O.F. Limited Assurance audits, which ESG data was subject to (Recycling rate, LTIF and GHG Scopes 1 and 2), work within the same boundaries as those described above. The CO 2 Performance Ladder certification and audit works within the standard Renewi boundary of Scope 1 and 2 reporting but excludes all UK entities. Renewi’s approach to organisational structure changes: • If Renewi sells or acquires sites/operations/divisions that result in a >5% impact on the Scope 1 and 2 footprint at Group level, they should be excluded from/included in the Company’s corporate footprint and the data should be restated for every affected year up until the base year (FY22) • If the impact is less than 5% at Group level, this does not trigger a restatement, only a forward-going amendment • All changes to the reporting boundary must be communicated annually as part of data interpretation, providing a context for GHG increases and decreases that cannot be attributable to GHG management practices New sites and entities are added in the year of acquisition. Data should be retrieved from these entities for the full year, including the months within the reported year before the acquisition happened. Sites divested should be excluded from the total footprint in the year of purchase. Sites closing should be accounted for in full until the date of closure. 2. Be a circular economy change maker Waste generation and significant waste-related impacts Waste generation and flows are a part of Renewi’s strategic considerations (see a description of the Strategy on page 13). The diagram on the following page explains how materials flow through the Renewi ecosystem. Please note: Due to the dynamic markets of commodities and energy, and therefore fluctuating prices, the economic value retrieved from the below material streams is typically not proportional to the value they bring to Renewi in a given day, month or quarter. 258 Renewi plc Annual Report and Accounts 2024 Material flows Contracted tonnage 10,392 Disposal 667 Other recyclates and PMD 156 Treated wastewater 1,033 Mixed and non- hazardous waste 2,416 Organic matter 583 Minerals 2,208 Electronics (WEEE) 66 Hazardous waste 262 Metals 259 Plastics 122 Paper 646 Glass 1,185 Wood 789 Energy recovery 1,937 Recyclates 6,564 Waste- derived fuels 1,224 Types of materials processed by Renewi and their destinations (kT) Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 259 Alignment between the GRI waste-related metric and Renewi in-house approaches Renewi considers its recycling rate formula – Recycling rate % = Tonnage of outgoing recyclates/Total waste handled – to be a legitimate translation of GRI that maintains conceptual coherence with the objective of GRI reporting for an end-of-life player. In this formula: • Products and packaging reclaimed within the reporting period is replaced with Tonnage of outgoing recyclates; and • Products sold within the reporting period is replaced with Total waste handled Recycling rate In FY24, Renewi’s recycling rate figure achieved a level of granularity and maturity that warranted limited assurance by a third party, starting with FY23 data. For this reason, pre-FY23 figures will no longer be communicated for the recycling rate, related metrics for carbon avoidance (see page 262) or carbon intensities (see page 265). In FY25, we will therefore be able to return to a three-year perspective of this KPI. Recycling rate, breakdown by the destination of materials processed and business division (‘000 tonnes) Volumes Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 4 FY24 FY23 4 FY24 FY23 4 FY24 FY23 4 FY24 FY23 4 Total waste handled 10,392 11,231 4,602 5,191 2,129 2,102 1,566 1,700 2,096 2,239 Of which Recycled 1 6,564 7,150 2,687 3,194 1,058 1,003 1,301 1,399 1,517 1,554 Of which wastewater cleaning activities 3 1,033 1,053 98 107 106 112 829 835 – – Recovered for energy production from waste 2 3,161 3,393 1,707 1,791 898 954 60 87 497 561 Landfilled, incinerated with loss of energy 667 688 207 206 174 144 204 214 82 124 Recycling rate 63.2% 63.7% 58.4% 61.5% 49.7% 47.7% 83.1% 82.3% 72.4% 69.4% 1. Recycling is material given a ‘second life’ for reprocessing into new goods/materials. 2. Recovery is waste used for energy production, such as the production of waste-derived fuels, bio-mass and similar. 3. From commercial activities only – not including process water discharged. 4. Restated metric following a review of our methodologies and limited assurance. * GRI original formula: % of reclaimed products and their packaging materials = Products and packaging reclaimed within the reporting period/products sold within the reporting period, x100. Sustainability disclosures continued 260 Renewi plc Annual Report and Accounts 2024 Carbon avoidance Framework of disclosure on avoided emissions In the disclosure of carbon avoidance figures, Renewi follows the Guidance on Avoided Emissions: Helping business drive innovations and scale solutions toward Net Zero, published at the end of March 2023 by the World Business Council for Sustainable Development (WBCSD) and its member companies, in collaboration with Carbone4 and its Net Zero Initiative. The below disclosure demonstrates Renewi’s alignment with the guidance. To understand the context of the Avoidance Emissions KPI within the Renewi strategy, please see Being a circular economy change maker on page 36. For the full text of the guidance please refer to the source: wbcsd.org/Imperatives/Climate-Action/News/Guidance-on-Avoided-Emissions Description of the contribution Renewi reports avoided emissions from the recycling and sale of recyclates, secondary raw materials, waste-derived fuels, renewable electricity and low carbon footprint biogas and finally sorting/incineration of residual waste towards energy recovery by third parties. Impact Renewi reports its GHG emissions avoided on a year-on-year approach, at the scale of the company (see more on page 262). Limitations Our approach to defining and calculating Avoided Emissions has not yet been independently verified. Eligibility Assessment Gate 1 (Climate Action Credibility) Passed Last year, Renewi committed to setting near-term science-based targets and communicated its GHG reduction ambitions for Scope 1, 2 and 3 emissions for 2030 (FY31). These targets were developed with the expertise of an environmental consulting agency and the latest Science Based Targets initiative (SBTi) recommendations and tools. This year, we aim to get these goals approved by the SBTi. • Since 2023, Renewi has reported its Scope 1, 2 and 3 emissions and will continue doing so every year through its Annual Report and CDP Disclosure (Climate Change questionnaire) • Additionally, Renewi has begun to gain external assurance of sustainability data. In 2023, the first limited assurance exercise for Renewi’s Scope 1 and 2 carbon footprint was carried out and, moving forward, we will expand the scope of external assurance to include more metrics Gate 2 (Climate Science Alignment) Passed Renewi confirms that the solution (see our contribution below) has mitigation potential according to the latest climate science and recognised sources. • By reviewing the list of claimed interventions with an identified link to mitigation options from the IPCC AR6 Working Group III Summary for Policymakers, we confirm that our solutions are listed with the following recognised mitigation potential: Solution Recognised mitigation potential Second-hand products Enhanced recycling in industry Production of secondary materials (e.g. plastics, glass, aluminium, steel) Circular material flows (e.g. enhanced recycling) Production of biogas/biomethane from sources such as animal manure, organic waste or landfills Reduced CH4 and N2O emissions in agriculture Biofuel from organic food waste Biofuels for transport A lower bake temperature Energy efficiency in industry • Our solutions are not directly applied to activities involving exploration, extraction, mining and/or production, distribution and sales of fossil fuels, i.e. oil, natural gas and coal Gate 3 (Contribution Legitimacy) Passed Renewi’s solutions have a direct and significant decarbonising impact by providing low carbon footprint raw materials and products to the market. By consuming our products, our customers lower their Scope 1 and 2 carbon footprint (when solutions are energy sources) and their Scope 3 carbon footprint (when solutions are secondary raw materials). Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 261 Acknowledgements We comply with the three eligibility gates In summary, after assessing its solutions against the three eligibility gates, Renewi confirms that all its solutions have passed the three eligibility gates and are entitled to claim avoided emissions. We report avoided emissions separately from our GHG inventory Our total carbon footprint is disclosed in Reducing Our Carbon Emissions. Our avoided emissions are reported in Being A Circular Economy Change Maker next to our recycling rate. Renewi reports its Scope 3 carbon footprint in compliance with the GHG protocol. Carbon avoidance from the availability of secondary raw materials to customers is not taken into account in the reporting of Scope 3 GHG emissions. We do not claim climate neutrality through the use of avoided emissions Renewi does not use the word “neutrality” in the communication on the impact of its total carbon avoidance. As per the guidance document mentioned above, Core Principle 3 is clear and followed by Renewi. Core Principle 3: Separate reporting of inventory and avoided emissions. ‘‘Companies shall always separate Scope 1, 2 and 3 GHG emissions reporting from avoided emissions in their external company reporting and shall not use avoided emissions to offset GHG inventory emissions. As such, avoided emissions should also be kept separate from offsetting claims and carbon credits.’’ We assessed potential negative side-effects of our solution(s) in terms of environmental trade-offs and sustainability goals beyond GHG impact To identify and list limitations (potential negative side and rebound effects), Renewi will undertake internal assessments and disclose the findings in future Annual Reports. We assessed potential rebound effects of our solutions Carbon avoidance performance per division Carbon avoidance has been recalculated for FY23 versus published numbers due to the adjustment of tonnages resulting from the limited assurance audit of the recycling rate figures. Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities Volumes (kT CO 2 e avoided) FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Carbon avoidance from: materials separated for re-use/recycling 1,933 2,100 626 710 367 386 409 479 531 525 waste-derived fuels produced and sold 742 740 316 316 129 120 0 0 297 305 electricity production from landfill gas/ anaerobic digestion 31 37 14 19 11 11 3 3 3 4 waste-derived fuel used at ATM 173 186 173 186 actual emissions from incineration (411) (461) (240) (251) (141) (158) (5) (18) (24) (35) Total carbon avoidance 2,468 2,601 715 794 366 358 580 650 807 799 Carbon avoidance per tonne of waste handled (kg CO 2 e per tonne of waste handled) 237 232 155 153 172 170 370 382 385 357 Sustainability disclosures continued 262 Renewi plc Annual Report and Accounts 2024 Innovation Innovative materials are understood as tonnages of materials for which recycling was possible thanks to innovation(s) by Renewi and/or partners in: a) products (new materials); b) services (collection methods, business models); and/or c) processes (sorting, separation). The classification covers innovative solutions in the market (not only those new to Renewi). For context on innovation performance and its role in the Renewi strategy, see pages 37-38. Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Innovative secondary materials produced per year (tonnes) 361,796 325,990 147,821 125,840 41,099 20,222 141,079 163,238 31,797 16,690 3. Reduce our carbon emissions Carbon footprint GHG management system Carbon footprint performance is managed according to a system recommended by CO 2 Prestatieladder – a Dutch certification scheme that scrutinises accounting, performance, communication, management and governance, based on key learnings from ISO quality norms. Renewi, bar its UK operations, is certified under CO 2 Prestatieladder level 4 (see Renewi’s profile on the SKAO website for details). Third-party limited assurance Scope 1 and 2 emissions data has been issued for the years FY22, FY23 and FY24. The references to the auditor’s statement can be found on Renewi corporate website: www.renewi.com/en/investors/investor-relations/reports-and- presentations. GHG methodology notes This calculation follows the GHG Protocol’s Corporate Standard (Scope 1 and 2) and Corporate Value Chain (Scope 3) Standard. The emissions calculation includes all types of greenhouse gases, to the best knowledge of the Company, expressed in CO 2 equivalents. Biogenic emissions are disclosed as a separate line item derived from the calculation for Scope 1. The base year for the calculation is FY22. Emission factors used include predominantly DEFRA and IEA for fuel and electricity, direct-measured emissions or scientific research papers for specific types of processes in process emissions. Data was prepared using DEFRA 2021 emission factors for process emissions, and most recent factors for all other emissions, due to internal structure of reporting. From FY25 onwards the process emission factors will be updated in line with the latest DEFRA tables as well. The calculation was based on GWP=100 years. Renewi follows the operational control rule for its GHG calculations (please see page 258 for a detailed comparison of the financial and operational control boundaries used by Renewi). Known exclusions are emissions from water management, refrigerants from air conditioning units and fire events, as well as the fugitive emissions from MBT at our CFS and Maasvlakte sites. We are working internally to improve the data capture abilities in order to capture them in the future calculations. In FY24, a miscalculation in the base year was discovered, which triggered a revalidation of the limited assurance for the years FY22 and FY23 and a change in the numbers reported. The revalidated FY22 and FY23 figures are presented below. A detailed breakdown of the Scope 3 emissions by category can be found annually in Renewi’s CDP disclosure. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 263 Renewi GHG footprint FY24 FY23 FY22 Renewi (incl. UK) Renewi (excl. UK) UK only Renewi (incl. UK) Renewi (excl. UK) UK only Renewi (incl. UK) Renewi (excl. UK) UK only Scope 1 (kTCO 2 e) 535 454 81 557 473 84 580 488 92 Anthropogenic emissions 356 337 19 375 355 20 366 342 24 Process emissions 240 225 15 253 237 16 231 211 20 Fuel combustion 116 112 4 122 118 4 135 131 4 Of which fuels used on sites (e.g. diesel, gas, other) 34 31 3 39 35 3 38 35 3 Of which fuels used in fleet (e.g. diesel, petrol, Bio-LNG, other) 82 81 1 84 83 1 97 96 1 Biogenic emissions from processes and fuel combustion 179 117 62 182 118 64 214 146 68 Scope 2 (kTCO 2 e) Market-based 42 34 8 47 35 11 51 40 11 Location-based 44 37 7 45 39 6 53 46 7 SUM (Market-based) 577 488 90 604 508 95 631 528 102 SUM (Location-based) 579 491 88 602 512 90 633 534 99 Scope 3 (mTCO 2 e) Will be disclosed in CDP 2024 1.3 1.2 0.1 1.2 1.1 0.1 * As per SECR regulation. ** Including categories: 1, 2, 3, 5, 6, 7 and 15. Renewi’s GHG footprint by division Renewi (incl. UK) (*) Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 Scope 1 (kTCO 2 e) 535 557 580 158 162 182 74 76 91 214 226 206 89 91 100 Anthropogenic emissions 356 375 366 97 100 105 48 50 61 185 196 167 26 28 32 Process emissions 240 253 231 27 26 32 15 15 17 182 193 160 16 17 21 Fuel combustion 116 122 135 70 74 73 33 35 44 2 3 8 10 10 11 Of which fuels used on sites (e.g. diesel, gas, other) 34 39 38 16 19 7 7 7 14 2 3 8 9 9 10 Of which fuels used in fleet (e.g. diesel, petrol, bio-LNG, other) 82 84 97 55 54 66 26 27 29 0 0 0 1 1 1 Biogenic emissions from processes and fuel combustion 179 182 214 61 62 77 26 26 30 29 30 39 62 64 68 Scope 2 (kTCO 2 e) Market-based 42 47 51 3 2 2 1 2 2 25 27 29 12 16 17 Location-based 44 45 53 12 13 15 2 2 2 18 19 24 12 11 13 SUM (market-based) 577 604 631 161 164 185 75 77 93 239 254 235 101 107 117 SUM (location-based) 579 602 633 170 175 197 76 78 93 232 245 230 101 103 113 Scope 3 (mTCO 2 e) Will be disclosed in CDP 2024 1.3 1.2 0.6 0.6 0.4 0.4 0.2 0.1 0.2 0.1 * The small discrepancy between Renewi Total and the sum of the carbon footprint of the 4 divisions is coming from the carbon footprint from CGS (Central Group Services) not disclosed in this table. ** Including categories: 1, 2, 3, 5, 6, 7 and 15. Sustainability disclosures continued 264 Renewi plc Annual Report and Accounts 2024 Carbon movements Movements of Renewi carbon footprint FY23 – FY24 year-on-year by change driver Change in emissions (metric tons CO 2 e) Emissions value (percentage) Comment Change in renewable energy consumption (4,661.00) -0.8% Smaller coverage of green certificates purchased (+154 tCO 2 e) was offset by the actual reductions in total purchased energy (-4,815 tCO 2 e). We observed more sites with PV commissioning, as well as doubled the provision of electricity from own sources, which covered for the increase in total energy consumption Other emissions reduction activities (219.00) 0.0% Slow adoption of improved production fuel strategies (less diesel consumption - ATM), and gradual reduction in natural gas consumption on site in favor of electricity Divestments – 0.0% Acquisitions – 0.0% Mergers – 0.0% Change in output (17,725.00) -2.9% A decrease in process emissions from ATM by 5% (-11,722 tCO 2 e) is proportional to the drop of throughput in that period. Decrease of CHP activities across other sites (e.g. Amersfoort, Corsicaweg, Wakefield) and reduced volume across the Group is responsible for further reduction of -11,775 tCO 2 e. Additionally, we have observed an increase from composting, driven by tonnages (+5,772 tCO 2 e) which minimized the effect of the above mentioned reductions. Change in methodology (3,486.00) -0.6% Reductions caused by the update of global emission factors were partially countered with increases triggered by the calibration of process emission parameters (e.g. adjusting methane content in the sample) and the improved coverage of supplier-specific factors (which turned out not favourable). Overall, the methodology changes still yield a net decrease. Change in boundary (35.00) 0.0% Two sites that left our operational boundary had minimal impact on total emissions Change in physical operating conditions 65.00 0.0% Increased energy consumption due to the launch of SieveSand washing plant Unidentified – 0.0% Other – 0.0% Total change vs FY23 (26,061.00) -4.3% Overall drop in emissions Emissions intensity Two emission intensity metrics underpin Renewi’s strategic objectives. They are further supported by operational KPIs. For a commentary on the performance, see p. 40. Renewi Commercial Waste Netherlands Commercial Waste Belgium Specialities FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 Carbon intensity of collection (kg CO 2 per tonne of waste collected) 13.3 12.9 NA 23.4 19.4 NA 6.9 7.6 NA 13.1 13.0 NA Share of Euro 6 trucks (%) 87% 77% 67% 92% 80% 71% 79% 69% 59% 94% 89% 95% EV trucks (number) 12 4 2 12 4 2 0 0 0 0 0 0 * Within Specialities, Municipal is the only entity relevant to this KPI. Coolrec, Maltha, and Mineralz & Water do not own a truck fleet and have therefore been excluded from the table. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 265 Carbon intensity of collection is calculated as fuel combusted by trucks (including bio and non-bio components) + electricity used in fleet/load transported Share of Euro 6 trucks = % Euro 6 trucks out of a total number of internal combustion engine (ICE) trucks Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 Carbon intensity of our sites (kg CO 2 per tonne of waste collected) 7.8 8.1 – – – – – – – – – – – – – Share of renewable energy used on site (%) 46% 35% 33% 92% 92% 91% 63% 33% 42% 5% 4% 5% 25% 22% 14% Hybrid or electric leased personnel cars (%) * 38% 39% * 55% 50% * 8% 2% * * 35% * * 33% * Data not provided by the supplier. Carbon intensity of sites is calculated as fuel combusted on sites (including bio and non-bio components) + purchased electricity used on site/total waste handled by Renewi Share of renewable energy used on site = % of renewable electricity out of total electricity purchased for on-site use and produced by Renewi to be consumed locally Group Central Services not included in this table. 4. Energy Energy production Total electricity production of Renewi by origin and destination (MWh) FY24 FY23 Total own electricity production 98,707 85,204 Total self-consumed 58,342 25,526 Total sold to the grid 40,365 59,679 From landfill: 26,651 30,057 Total self-consumed 3,170 3,695 Total sold to the grid 23,481 26,363 From anaerobic digestion: 45,314 54,469 Total self-consumed 28,803 21,230 Total sold to the grid 16,511 33,240 From solar energy: 26,742 678 Total self-consumed 26,369 601 Total sold to the grid 373 76 Additional energy production Biogas – as feedstock for fuel (bio-LNG) (m 3 ): 6,302,324 4,787,000 Total self-consumed 0 0 Total sold to the partners 6,302,324 4,787,000 Sustainability disclosures continued 266 Renewi plc Annual Report and Accounts 2024 Total electricity production of Renewi, by origin and division (MWh) Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Total own electricity production 98,707 85,204 53,387 37,957 27,655 28,243 10,422 11,213 7,242 7,791 Of which, From landfill: 26,651 30,057 1,096 1,453 15,284 17,567 10,271 11,037 0 0 From anaerobic digestion: 45,314 54,469 26,684 36,504 11,982 10,676 0 0 6,648 7,289 From solar energy: 26,742 678 25,606 0 390 0 151 176 595 502 Energy purchase, usage, sale and total demand Methodology notes: • Renewi purchases fuel and electricity. No direct purchases of steam, heat or cooling have been observed. • In the past, “fuel use” and “gas use” were reported separately. The previous format is no longer supported as we refer to all fuels as “fuels”, regardless of whether they are gaseous or liquid. • All fuels are assumed to have been used in the year of purchase, regardless of any fuel stock levels that might be available at sites. • Tables have been prepared based on Scope 1 and 2 data collection and conversion to MWh, following the guidance and conversion units of CDP. • The below tables meet the Streamlined Energy & Carbon Reporting (SECR) requirements for UK. Total energy balance by energy type Megawatt hours (MWh) FY24 Total FY24 excl. UK FY24 UK FY23 Total FY23 excl. UK FY23 UK Electricity purchased 168,141 135,262 32,879 174,953 142,245 32,708 Renewable 45,394 45,394 0 44,814 44,814 0 Non-renewable 122,747 89,867 32,879 130,139 97,431 32,708 Fuel purchased 505,061 488,138 16,923 526,906 509,612 17,295 Fuel – renewable 14,888 14,734 154 14,855 14,690 166 Fuel – fossil-based 490,173 473,403 16,769 512,051 494,922 17,129 Total energy use from purchased sources 673,202 623,399 49,803 701,860 651,857 50,003 Usage from own energy production (+)** 58,342 51,710 6,632 25,526 18,276 7,249 Electricity resold (-) 903 903 0 927 927 0 Total energy demand 730,641 674,206 56,435 726,458 669,206 57,252 * Including green energy certificates of origin. ** Consumption of self-produced heat is not included in this table but will be reported and disclosed as of next reporting cycle. Total energy balance by usage location Megawatt hours (MWh) FY24 Total FY24 excl. UK FY24 UK FY23 Total FY23 excl. UK FY23 UK Energy demand of sites 392,570 339,765 52,805 386,577 333,092 53,484 Electricity purchased 165,618 132,738 32,879 172,673 139,965 32,708 Own electricity production 58,342 51,710 6,632 25,526 18,276 7,249 Fuels 168,611 155,317 13,294 188,378 174,851 13,527 Of which natural gas 82,097 77,482 4,616 89,509 84,599 4,910 Energy demand for fleet (cars and trucks) 338,071 334,441 3,629 339,881 336,114 3,767 Electricity purchased 1,620 1,620 0 1,353 1,353 0 Fuels 336,450 332,821 3,629 338,528 334,761 3,767 Total energy demand 730,641 674,206 56,435 726,458 669,206 57,252 *** Disclosure in line with the UK SECR regulation. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 267 5. Care for our people and ecosystems Care for our people and communities Major fires and other environmental impacts Number of major environmental incidents and fires per division Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Major environmental incidents 0 0 0 0 0 0 0 0 0 0 Major fires 2 3 0 2 0 0 0 1 2 0 Total 2 3 0 2 0 0 0 1 2 0 Major environmental incidents are any unintended events that result in loss to the environment with a “very high” risk score (see Renewi risk matrix) and with an obligation to report to the authorities. This does NOT include fires as those are classified separately. Major fires are any fires with a “very high” risk score according to the Renewi risk matrix and/or which have led to estimated potential damage >100,000 euros and/or LTI amongst employees. Community impacts Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Major environmental complaints 63 133 15 32 18 26 2 1 28 74 Major environmental complaints are those from neighbours or other stakeholders due to Renewi activities or emissions that are SHE (safety, health, environment)-related, e.g. odour, litter, vermin, mud, dust, noise, etc. This metric was called “Substantiated community comments received” in previous disclosures. Water Key water-related data Renewi is gathering water footprint information from a selection of sites in each division where water consumption is by default high due to the nature of processes on site or identified as subject to high water risk by the TCFD risk assessment exercise. Data has only been provided for water sources relevant to a given site. Data that shows water discharge higher than water intake signifies the recovery of water from wet recyclates or external contaminated wastewater from paid activities were received and treated on site. Commercial Waste Netherlands Wateringen Nieuwegein Amsterdam-Corsicaweg Amsterdam-Kajuitweg Volumes in m 3 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 Total water consumption 26,142 26,142 44,278 8,391 7,896 10,459 76,163 75,513 71,608 11,236 10,357 17,153 From source: Groundwater from wells, boreholes – – – – – – 22,793 20,016 19,309 – – – Municipal potable water 26,142 26,142 44,278 8,391 7,896 10,459 49,416 2,758 2,097 11,236 10,357 17,153 External wastewater Total discharged water 26,142 26,142 44,278 8,391 7,896 10,459 271,823 307,493 267,421 35,574 17,675 20,616 Commercial Waste Belgium Roeselare Heudsen-Zolder Ghent 1 Evergem 1 Volumes in m 3 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY24 FY23 Total water consumption 59,804 21,032 15,530 6,422 9,999 4,529 19,114 39,113 22,462 36,593 From source: Surface water – – – 4,337 8,143 4,179 6,860 10,546 – – Municipal potable water 4,800 1,500 4,800 2,085 1,856 350 12,254 28,567 – – Groundwater from wells, boreholes – – – – – – – – 22,462 36,593 Total discharged water 187,560 183,923 43,777 6,422 6,320 3,243 94,463 98,370 23,092 – 1. Reporting started in FY23. Sustainability disclosures continued 268 Renewi plc Annual Report and Accounts 2024 Mineralz & Water ATM Moerdijk Rotterdam-Maasvlaakte Volumes in m 3 FY24 FY23 FY22 FY24 FY23 FY22 Total water consumption 1,932,956 2,415,696 2,483,000 35,291 37,551 42,583 From source: Surface water 1,838,358 2,338,320 2,413,000 – – – Municipal potable water 94,598 77,376.09 70,000 35,291 37,551 42,583 Total discharged water 2,242,197 2,878,624 2,959,000 35,291 52,996 47,929 Specialities Dordrecht (Coolrec) Heijningen (Maltha) Volumes in m 3 FY24 FY23 FY22 FY24 FY23 FY22 Total water consumption 479,250 476,515 481,768 11,340 10,409 12,605 From source: Surface water 477,840 475,200 480,480 – – – Municipal potable water 1,410 1,315 1,288 11,340 10,409 12,605 Total discharged water 479,520 476,515 481,768 11,340 10,409 12,605 Delivering people home safe and well, every day Renewi is implementing the ISRS (International Sustainability Rating System) on all sites as the risk-based management system for occupational health and safety, which follows a set of ISO standards. The adoption was not prompted by any legal obligations. The ISRS system covers all persons within Renewi sites and assets: permanent and non-permanent workers, subcontractors, neighbours, members of the public, volunteers, etc. Renewi follows the risk identification process as described in ISO 31000. This includes risk identification, quantification, mitigation and continuous improvement. SHEQ directors for each division are charged with ensuring that the process is followed and risks are reviewed within a four-year cycle. The WorkSafe policy guarantees no disciplinary action and the right to stop work if an employee notices an unsafe situation. Every worker may raise a safety concern via several channels (e.g. the app, website or reporting directly to their line manager). Activities that enhance employees’ ability to spot unsafe situations are scheduled throughout the year. Any diversion from this policy is investigated by the Group integrity committee. Health and safety performance by division Renewi Commercial Waste Netherlands Commercial Waste Belgium Mineralz & Water Specialities FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 Number of Total Recordable Injuries (TRI) 258 311 116 119 102 117 3 5 37 42 Of which were: fatalities 0 1 0 1 0 0 0 0 0 0 Total Time Injuries (LTI) 99 134 49 72 30 32 1 1 19 29 Medical Treatment Cases (MTC) 102 90 32 27 53 52 1 2 16 9 Restricted Work Cases (RWC) 57 58 35 19 19 33 1 2 2 4 Lost time/Injuries rate (LTIF) 6.8 9.4 6.2 9.0 7.6 8.4 1.6 1.5 8.8 13.6 Healthy at work rate 94% 92% – – – – – – – – Road traffic accidents are included. Commuting incidents and ill health outside Renewi’s sphere of influence and non-work-related accidents are excluded. Permanent and non-permanent employees are registered and reported. FY23 data revisited due to audit. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 269 Fatality: A workplace accident that caused the death of a permanent or non-permanent employee. LTI: A workplace accident that resulted in an injured person being absent for one working day or more. MTC: A workplace accident with an injury which requires medical treatment by a medical specialist. The accident does not result in absence or restricted work. RWC: A workplace accident which prevents the injured person performing the full range of normally assigned duties but is able to perform other duties at work LTIF: (number LTI x1’000’000)/number of hours worked. Due to limited assurance being issued for LTIF data starting FY23, the prior years’ numbers are no longer supported or communicated, therefore this KPI is shared over the past two years. Healthy at work rate: % of healthy employees, based on our permanent workforce expressed as 1- (illness rate). Reliable data has been collected since 1 June 2023 so no historical comparison is provided. Make Renewi a rewarding, diverse and inclusive working environment Employee demographic, diversity and equality All statistics below cover permanent employees only, none of which is engaged on a zero-hours contract basis. Further improvements to the quality of reporting on temporary staff are expected in the upcoming cycles. For more detailed information regarding the diversity of the governance bodies please refer to the Governance Report on page 102. Source: Permanent employees only, data collected in Workday since 1 July 2023, covering all geographies and divisions. Reporting period: FY24 (as of the end of 31 March 2024). Permanent employees of Renewi by gender 1,2 Total Female Male Other or not disclosed Number of employees (head count) 6,746 1,336 5,410 0 Number of employees (FTE) 6,465 1,187 5,278 0 1. As specified by employees themselves. 2. Excluding the Board and Interns. Permanent employees of Renewi by country of employment Total Netherlands Belgium United Kingdom France Portugal Number of employees (head count) 6,746 3,808 2,219 583 100 36 Number of employees (FTE) 6,465 3,621 2,135 572 100 36 Details on gender pay equality can be found in Renewi’s Gender Pay Gap Report, covering our operations in the UK, Belgium and the Netherlands. Please access the report, published 3 April 2024, via: www.renewi.com/en/investors/investor-relations/ reports-and-presentations New employee hires and employee turnover The below statistics cover hires and leavers from permanent positions only. Total Vacancies filled 887 Colleagues leaving the Company 910 Total turnover: (23) Total turnover: difference between hire and termination. This metric has been simplified as of FY24 and as such, the previous year’s data is no longer supported. Sustainability disclosures continued 270 Renewi plc Annual Report and Accounts 2024 Collective bargaining agreements Renewi is committed, in accordance with local laws, to respect the rights of all employees to form and join trade unions, to bargain collectively and to engage in peaceful assembly. Renewi operates in countries where labour rights are strongly represented in legislation. For example, in the Netherlands, France and Belgium, it is compulsory for an enterprise to have a works council. In the Netherlands, employees’ representatives are consulted a minimum of six weeks before the implementation of any significant operating changes and their approval is conditional to implementing such changes. In the remaining jurisdictions, employees can rely on the Code of Conduct to ensure that the right to association is similarly guaranteed. In FY24, there have been no specific employee strikes against Renewi. All social disputes, whether local or otherwise, have been handled and resolved locally through good social dialogue, which, with the exception of a limited number of work stoppages, have not led to a formal strike or impact on daily activity. However, employees have been absent to participate in national trade union days of action aimed against European or national government policy. This involves a total of about 40 man days for the entire Renewi population in Belgium. These days were known in advance and had no impact on operations. Employee engagement This metric is expressed by the Employee Net Promoter Score (eNPS) from Pulse, Renewi’s periodical employee survey, which asks employees the question: “Would you recommend Renewi as an employer?”. Typically, the Pulse survey is collected twice a year and the annual score is an average of all responses in that year. On the percentage scale, the highest figure shows the most positive score. The number of people who do not recommend is subtracted from the number who do. Employee mood This metric is used to monitor the overall mood of our permanent employees, expressed by the “mood” score from Pulse, Renewi’s periodic employee survey. Employees are asked: “How do you feel at Renewi?”. Typically, the Pulse survey is collected twice a year and the annual score is an average of all responses in that year. Responses are represented on a scale of 1 to 10, with the highest being the most positive score. FY24 FY23 Employee engagement 23 22 Employee mood 7.4 7.4 Learnings and trainings Total # Employee training Management training Customized activities Colleagues participating in the integrity training 355 60 77 218 Colleagues participating in the Code of Conduct e-learning 856 Not distinguishing Integrity training: an umbrella term for a range of training events covering potential situations where the risk of misconduct is heightened, via eg. undermining by 3 rd parties, corruption, etc. Apart from general training, content is often customised for the organisational unit addressed. Figures show the numbers for permanent employees covered. Temporary employees are obliged by the Code of Conduct to adhere to the same standards and are allowed to participate in the in-house training at the discretion of their manager. Code of conduct training data based on the e-learning platform, relaunched in spring 2024 in three languages. Integrity trainings are designed to be repeated within a 3-4 years cycle, hence it is not expected for the entire population of Renewi to participate every year. Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 271 6. External references For references to the following regulatory requirements, please see these pages of the Annual Report: • UK Corporate Governance Code: pages 104-109 • UK SECR regulation: pages 41-43, 267 • UK Modern Slavery Code: pages 90, 49 6.1 GRI content index Statement of use Renewi plc has reported with reference to GRI Standards for the period 1 April 2023 to 31 March 2024 (FY24) GRI standards version used 2021 Applicable GRI sector standards None Universal disclosures GRI standard Page GRI 2: General Disclosures 2021 The organisation and its reporting standards 2-1 Organisational details 275 2-2 Entities included in the organisation’s sustainability reporting 234-236, 258 2-3 Reporting period, frequency and contact point 258 2-4 Restatements of information 36, 40, 51 2-5 External assurance 258, 263 Activities and workers 2-6 Activities, value chain and other business relationships 2-15, 60 2-7 Employees 270 Governance 2-9 Governance structure and composition 100, 102 2-10 Nomination and selection of the highest governance body 108, 125-127 2-11 Chair of the highest governance body 107 2-12 Role of the highest governance body in overseeing the management of impacts 94-95 2-13 Delegation of responsibility for managing impacts 103, 107, 110-111 2-14 Role of the highest governance body in sustainability reporting 119 2-16 Communication of critical concerns 123-124 2-18 Evaluation of the performance of the highest governance body 108 L 2-19 Remuneration policies 128-137 2-20 Process to determine remuneration 137 2-21 Annual total compensation ratio 270 Sustainability disclosures continued GRI standard Page Strategy, policies and engagement 2-22 Statement on sustainable development strategy 18-22, 23, 273 2-23 Policy commitments 49-50, 105 E 2-24 Embedding policy commitments 119-124 2-25 Processes to remediate negative impacts 48-49 2-26 Mechanisms for seeking advice and raising concerns 48-49 2-27 Compliance with laws and regulations 73 2-29 Approach to stakeholder engagement 112-115 2-30 Collective bargaining agreements 271 Topical disclosures GRI standard Page GRI 3: Material Topics 2021 3-1 Process to determine material topics 258 3-2 List of material topics 258 GRI 201: Economic Performance 2016 201-1 Direct economic value generated and distributed 165 201-2 Financial implications and other risks and opportunities due to climate change 175 201-3 Defined benefit plan obligations and other retirement plans 59, 226-231 GRI 205: Anti-corruption 2016 205-1 Operations assessed for risks related to corruption 124 205-2 Communication and training about anti- corruption policies and procedures 271 GRI 207: Tax 2019 207-1 Approach to tax 55 207-2 Tax governance, control and risk management 55, 123-124 GRI 301: Materials 2016 301-1 Materials used by weight or volume 259 301-3 Reclaimed products and their packaging materials 260 GRI 302: Energy 2016 302-1 Energy consumption within the organisation 267 GRI 303: Water and Effluents 2018 303-3 Water withdrawal 268-269 303-4 Water discharge 268-269 303-5 Water consumption 268-269 272 Renewi plc Annual Report and Accounts 2024 GRI standard Page GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions 264 305-2 Energy indirect (Scope 2) GHG emissions 264 305-3 Other indirect (Scope 3) GHG emissions 264 305-4 GHG emissions intensity 265 305-5 Reduction of GHG emissions 265 GRI 306: Waste 2020 306-2 Management of significant waste-related impacts 259 306-3 Waste generated 34-39 306-4 Waste diverted from disposal 259 306-5 Waste directed to disposal 259 GRI 401: Employment 2016 401-1 New employee hires and employee turnover 270 GRI 403: Occupational Health and Safety 2018 403-1 Occupational health and safety management system 269 403-2 Hazard identification, risk assessment and incident investigation 44-49, 117-118 6.2 UN Principles As an advanced member of the UN Global Compact, Renewi is proud to do business in line with the 10 Guiding Principles. The Ten Principles of the United Nations Global Compact are derived from: the Universal Declaration of Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development and the United Nations Convention Against Corruption. Taking the reader to the relevant sections of this Annual Report, the table describes our actions to continually improve the four areas addressed by the UN Global Compact and demonstrates how the Ten Principles are fully integrated into our business strategy, culture and day-to-day-operations. For details of Renewi’s Communication on Progress, updated annually, please see: Renewi PLC | UN Global Compact Principle Pages Human Rights Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights; and 49, 91 Principle 2: make sure that they are not complicit in human rights abuses. 113 Labour Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining; 271 Principle 4: the elimination of all forms of forced and compulsory labour; 49, 113 Principle 5: the effective abolition of child labour; and 49 Principle 6: the elimination of discrimination in respect of employment and occupation. 46-48, 51, 110-111 Environment Principle 7: Businesses should support a precautionary approach to environmental challenges; 48-49, 36-43, 78 Principle 8: undertake initiatives to promote greater environmental responsibility; and 34-43, 48-49 Principle 9: encourage the development and diffusion of environmentally friendly technologies. 6-10 Anti-corruption Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery. 49, 124, 271 GRI standard Page 403-4 Worker participation, consultation and communication on occupational health and safety 44-49 403-5 Worker training on occupational health and safety 44-49, 113 403-6 Promotion of worker health 48 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships 36-49, 117-118 403-8 Workers covered by an occupational health and safety management system 269 403-9 Work-related injuries 269 403-10 Work-related ill health 269 GRI 404: Training and Education 2016 404-2 Programmes for upgrading employee skills and transition assistance 47-48 GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees 126-127, 270 405-2 Ratio of basic salary and remuneration of women to men 270 Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 273 Shareholder information Registrar services Administrative enquiries concerning shareholdings in the Company made via the London Stock Exchange should be directed to the Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. Computershare can also be contacted by telephone on +44 (0)370 707 1290. Shareholders can manage their holding online by registering at investorcentre.co.uk. Queries in relation to shareholdings through Euronext should be directed to Renewi’s Euronext Listing and Paying Agent, ABN AMRO Bank N.V. who can be contacted at as.exchange.agency@nl. abnamro.com. Website Shareholders are encouraged to visit our website, which has a wealth of information about Renewi. There is a section designed specifically for investors. It includes detailed coverage of the Renewi share price, annual results, performance charts, financial news and investor relations’ videos. This Annual Report can also be viewed on our website, together with many other reports, at renewi.com. Holders % Shares held % Private shareholders 1,367 78.43% 666,831 0.83% Corporate shareholders 376 21.57% 79,884,539 99.17% Total 1,743 100.00% 80,551,370 100.00% Size of shareholding Holders % Shares held % 1 – 5,000 1,481 84.97% 763,384 0.95% 5,001 – 25,000 101 5.79% 1,134,877 1.41% 25,001 – 50,000 38 2.18% 1,340,776 1.66% 50,001 – 100,000 28 1.61% 2,051,873 2.55% 100,001 – 250,000 41 2.35% 6,642,268 8.25% 250,001 – 500,000 18 1.03% 6,424,053 7.98% over 500,000 36 2.07% 62,194,139 77.21% Total 1,743 100.00% 80,551,370 100.00% Dividends Shareholders are strongly encouraged to receive their cash dividends by direct transfer as this ensures dividends are credited promptly and efficiently. Shareholders who do not currently have their dividends paid directly to a bank or building society account, and who wish to do so, should complete a mandate form obtainable from Computershare. Overseas shareholders wishing to receive their dividend payment in local currency can now do so using Computershare’s Global Payments Service. Financial calendar For the Financial calendar, please visit the Company website: renewi.com Sharegift If shareholders have only a small number of shares, the value of which makes it uneconomical to sell, they may wish to consider donating them to the charity ShareGift (UK registered charity no. 1052686). Further information may be obtained from its website at sharegift.org or by calling +44 (0)20 7930 3737. Electronic shareholder communication Shareholders may elect to receive future shareholder documents and information by email or via the Company’s website. This is intended to help the environment by reducing paper and transport, as well as reducing administrative costs, including printing and postage. Please contact the Company Registrar for details. Share fraud warning Fraudsters use persuasive and high- pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money. How to avoid fraud Firms authorised by the Financial Conduct Authority (FCA) in the UK will rarely contact you out of the blue with an offer to buy or sell your shares. If you feel that the person contacting you is not legitimate, note their name and the firm they work for. You can check the Financial Services Register at fca.org.uk to see if the person and firm is authorised by the FCA. If the firm does not have contact details on the register or they are out of date, call the FCA on 0800 111 6768 (from the UK) or +44 20 7066 1000 (from abroad). You can search the list of unauthorised firms to avoid at fca.org.uk/scams. If you buy or sell shares from an unauthorised firm, you will not have access to the Financial Ombudsman or Financial Services Compensation Scheme. You should always consider getting independent financial advice before any transaction. Report a scam If you are approached by a fraudster, please tell the FCA using the share fraud reporting form at fca.org.uk/scams, where you can find out more about investment scams, or call the FCA Consumer Helpline. If you have already paid money to share fraudsters, you should contact Action Fraud on +44 (0)300 123 2040. Shareholder information 274 Renewi plc Annual Report and Accounts 2024 Company information Renewi plc contact details Registered Office Renewi plc 16 Charlotte Square Edinburgh EH2 4DF Registered in Scotland No. SC077438 Corporate Head Office Renewi plc Corporate Head Office Enigma Wavendon Business Park Wavendon Milton Keynes Buckinghamshire MK17 8LX UK Company Secretary [email protected] Website renewi.com Principal offices Renewi Commercial Waste Netherlands Flight Forum 240 5657 DH Eindhoven The Netherlands Renewi Commercial Waste Belgium Gerard Mercatorstraat 8 B-3920 Lommel Belgium Renewi Mineralz & Water Vlasweg 12 4782 PW Moerdijk The Netherlands Renewi Specialities Renewi plc Corporate Head Office Enigma Wavendon Business Park Wavendon Milton Keynes Buckinghamshire MK17 8LX UK Corporate advisers Independent Auditors BDO LLP Principal Bankers ING Bank N.V. BNP Paribas Fortis SA/NV ABN AMRO Bank N.V. KBC Bank NV Coöperatieve Rabobank U.A. Landesbank Baden-Württemberg Royal Bank of Scotland plc Banco Bilbao Vizcaya Argentaria, S.A. Crédit Industriel et Commercial Financial Advisers Greenhill & Co International LLP Goldman Sachs International Corporate Brokers Berenberg Peel Hunt Euronext Listing and Paying Agent ABN AMRO Bank N.V. Solicitors Ashurst LLP Dickson Minto W.S. Remuneration Committee Advisers Mercer Ltd PR Advisers FTI Consulting Company information Strategic report Governance report Financial statements Other information Renewi plc Annual Report and Accounts 2024 275 Glossary ABS Acrylonitrile butadiene styrene ATM Afvalstoffen Terminal Moerdijk, a brand in our Mineralz & Water Division BDR Barnsley, Doncaster and Rotherham Benelux The economic union of Belgium, the Netherlands and Luxembourg Bio-LNG Bio-liquefied natural gas C&D Construction and Demolition CDP Carbon Disclosure Project CFS A brand in our Mineralz & Water Division CO 2 e Carbon dioxide equivalent Core net debt Borrowings less cash from core facilities excluding PPP non-recourse net debt and lease liabilities as a result of IFRS 16 CSRD Corporate Sustainability Reporting Directive DAB Deferred annual bonus EBIT Earnings before interest and tax EBITDA Earnings before interest, tax, depreciation and amortisation ELWA East London Waste Authority EPR Extended Producer’s Responsibility Scheme EPS Earnings per share ERM Enterprise Risk Management ESG Environmental, social and governance ETS Emissions Trading Scheme FCA Financial Conduct Authority GHG protocol Greenhouse Gas protocol HIT Hazards, incidents or threats I&C Industrial and commercial ICE Internal combustion engine ICT Information and communications technology IFRS International Financial Reporting Standards * PPP refers to a public private partnership project in the UK between (1) one or more local authorities and (2) a special purpose vehicle owned either solely by Renewi or together with joint venture partners and financed with project finance debt, under which Renewi, as operator, performs some of the waste management functions of the relevant local authorities. These include, where appropriate, those projects that also benefit from central government private finance initiative (PFI) credits. IL&T Human Environment and Transport Inspectorate IPCC Intergovernmental Panel on Climate Change ISRS International Sustainability Rating System KPI Key performance indicator LLP Limited liability partnerships LTI Lost time injuries LTIP Long-Term Incentive Plan M&A Mergers and acquisitions MBT Mechanical biological treatment PFAS Per- and polyfluoroalkyl substances PFI Private finance initiative PHEV Plug-in hybrid electric vehicle PPP Public private partnership* RCF Revolving credit facility ROA Return on operating assets ROCE Return on capital employed SBTi Science Base Target initiative SDGs UN Sustainable Development Goals SECR Streamlined Energy and Carbon Reporting SHE Safety, health and environment SHEQ Safety, health, environment and quality SPV Special purpose vehicle TCFD Task Force on Climate-related Financial Disclosures TGG Thermally treated soil TSR Total shareholder return VGG Van Gansewinkel Groep B.V. WEEE Waste from electrical and electronic equipment EV Electric Vehicle Glossary 276 Renewi plc Annual Report and Accounts 2024 This report is printed on paper certified in accordance with the FSC® (Forest Stewardship Council®)and is recyclable and acid-free. Pureprint Ltd is FSC certified and ISO 14001 certified showing that it is committed to all round excellence and improving environmental performance is an important part of this strategy. Pureprint Ltd aims to reduce at source the effect its operations have on the environment and is committed to continual improvement, prevention of pollution and compliance with any legislation or industry standards. Pureprint Ltd is a Carbon / Neutral® Printing Company. Consultancy and design by Black Sun Global www.blacksun-global.com Renewi plc – Annual Report and Accounts 2024

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