ABF announces the outcome of its review of Group structure

Associated British Foods plc (“ABF” or “the Group”) today announces that following an in-depth review of its Group structure, as announced on 4 November 2025, the Board of ABF has decided to proceed with a demerger of its Retail business (“Primark”) from its Food business (“FoodCo”). On completion of the demerger, ABF shareholders will hold shares in both listed entities.

The decision was reached having looked in detail at the financial, commercial, legal and organisational consequences of the demerger. The review of the Group structure was undertaken in consultation with Wittington Investments Limited (“Wittington”), ABF’s largest shareholder. Wittington is supportive of the proposed demerger and remains committed to maintaining majority ownership of both Primark and FoodCo.

The Board believes that a demerger will deliver a number of benefits to each business, in particular:

• Oversight by boards that are directly aligned to the industry dynamics and strategic priorities of the respective businesses;
• A clearer investment proposition and enhanced investor understanding; and
• Accountability to shareholders who are invested because of their specific interest in either FoodCo or Primark.

The Board is confident in the long-term prospects of both businesses. Primark today is a global business operating 486 retail stores across 19 markets, with approximately £9.5bn¹ of annual revenue and more than 83,000¹ employees. The key strengths of Primark are:

• A global disruptive leader in apparel, providing customers with an unmatched value proposition, combining clear price leadership with differentiated quality and exciting fashion in prime locations;
• A top-class product engine spanning essentials and fashion, with end-to-end control of innovation, design, licensing, buying and quality, underpinned by industry-leading standards of sustainability and ethical sourcing;
• Multiple levers to deliver long-term sustainable growth including continued investment in its value proposition, improved product availability, greater digital enablement and increasingly tailored local execution;
• Exceptional brand strength and proven international expansion strategy, providing a scalable model for growth across existing and new markets through both own stores and franchise partnerships;
• A well-invested and highly productive store estate underpinned by a scaled, efficient supply chain and lean operating model that delivers strong and resilient margins;
• An experienced and highly capable team with a long-term mindset, strong execution capability and a uniquely Primark culture; and
• A strong balance sheet with disciplined capital allocation that is focused on driving strong free cash flow and attractive returns.

FoodCo operates globally across 521 countries, with approximately £9.8bn¹ of annual revenue and more than 55,000 employees¹. The key strengths of FoodCo are:

• A differentiated, global food portfolio constructed to operate across the food supply chain, in order to benefit from structural trends driving future food demand;
• Strong and innovative brands and ingredients platforms, targeted at sharply defined market segments, with a well-invested asset base;
• A focus on long-term earnings growth delivered through a mix of long duration growth and cash generative businesses;
• A devolved and networked operating model with central oversight supporting local decision-making by those closest to customers and markets, a formula which attracts and retains exceptional talent;
• A strong balance sheet and significant cash generation which enables long-term, disciplined investments to build businesses and brands; and
• A deeply embedded culture of sustainability and responsible behaviour which focuses on the most material risks and opportunities for its businesses and the communities in which it operates.

The Board has reviewed the anticipated dis-synergies which in aggregate are currently expected to be below £45 million. One-off separation and transaction costs are expected to be in the region of £75 million.

It is intended that both Primark and FoodCo will be listed on the Equity Shares (Commercial Companies) category of the London Stock Exchange and, given their scale, it is anticipated that both entities will be constituents of the FTSE 100.

Following the demerger, FoodCo will retain the Associated British Foods plc name.

Timetable and process

The Board’s intention is for the demerger to become effective before the end of 2027 calendar year and it is subject to the receipt of any necessary approvals and appropriate tax clearances. The separation of Primark from ABF is expected to be effected by way of a dividend demerger.

Management intends to host dedicated investor sessions focused on Primark and FoodCo in advance of the demerger to present the standalone businesses and their strategies to existing and prospective investors.

The demerger is expected to constitute a Significant Transaction for ABF under Chapter 7 of the UK Listing Rules. The disclosure required under paragraph 7.3.1R of the UK Listing Rules will be included in a subsequent announcement once the details of the demerger have been finalised. ABF will provide further updates on the progress of the demerger as and when appropriate.

Management and governance

To ensure a smooth transition through the demerger process, the Board has asked ABF’s current Chair, Michael McLintock, to continue as Chair of ABF until the completion of the demerger. Michael was appointed to the Board as a Director in November 2017 and as Chair in April 2018. The composition of both future boards will be determined and announced prior to the demerger effective date.

It is intended that George Weston will be Chief Executive of FoodCo and Eoin Tonge will be Chief Executive of Primark.

Michael McLintock, Chair of ABF, said:

 “The Board has now completed its in-depth review of the structure of ABF and has concluded that a demerger of Primark is the best way to maximise long-term returns for shareholders, reflecting Primark’s scale today and the need for a better understanding of the Food business. The opportunities ahead for both Primark and FoodCo are considerable and the Board firmly believes that each will thrive as an independent entity.”

George Weston, Chief Executive of ABF, said:

“This is an important step in the evolution of ABF. For our Food business, the separation will enable greater understanding of the breadth and strength of our differentiated portfolio and its long-term growth opportunities as the only FTSE100 pure play food producer. For Primark, it enables the creation of appropriate governance to maximise the future potential offered by Primark’s powerful brand, strong customer proposition and opportunities in existing and new markets.”

_{1 ABF plc 2025 Annual Report}

For further information, please contact:

Associated British Foods:

+44 20 7399 6545

Joana Edwards Chief Financial Officer
Lucinda Baker Director of Investor Relations
Joe Carberry Director of Corporate Affairs

Lead Financial Advisor:

+44 20 7280 5000

Rothschild & Co Akeel Sachak, Karim Mattar, Sam Gormly, Alice Squires

Joint Financial Advisers & Corporate Brokers:

Barclays Bank PLC Nicola Tennent, Richard Bassingthwaighte

+44 20 7623 2323

UBS AG Craig Calvert, Christopher Binks

+44 20 7567 8000

PR Adviser:

Brunswick Susan Gilchrist, Rosie Oddy, Emilia Smith

+44 20 7404 5959

ABF@brunswickgroup.com