ANNUAL REPORT 2020 MAKING A MATERIAL DIFFERENCE IN THIS REPORT Despite a challenging year, we have STRATEGIC REPORT continued to produce the essential 2020 highlights 02 Our business at a glance 04 construction materials that build Statement from the Chair 06 our homes, workplaces and leisure Group Chief Executive’s review 08 spaces. Our products and sites are Our investment case 11 Our business model 12 transforming the lives of people Our markets 14 in cities, towns and villages across Our strategy 16 Our Key Performance Indicators 18 Great Britain and Ireland, ensuring Managing our risks and opportunities 20 roads stay open and local services Group Finance Director’s review 24 keep running. Business reviews 29 Sustainability 40 From the ground up, we are Responsible business 42 Climate change and energy 45 Circular economy 48 Environment and nature 50 MAKING A Social responsibility 54 Contributing to a sustainable built environment 56 MATERIAL Stakeholder Report 58 DIFFERENCE GOVERNANCE Board of Directors 62 We would like to say thank you Corporate Governance Statement 64 Audit Committee Report 71 to all our stakeholders for their Directors’ Remuneration Report 76 support during a difficult 2020. Nomination Committee Report 87 Most especially we would like to Directors’ Report 89 Statement of Directors’ Responsibilities 92 thank our colleagues who have worked tirelessly and enabled us to FINANCIAL STATEMENTS Independent Auditor’s report 94 recover strongly in the second half Consolidated Income Statement 102 to deliver a very creditable outcome Consolidated Statement of 103 for the year. Comprehensive Income Consolidated Statement of Financial Position 104 Consolidated Statement of Changes in Equity 105 Consolidated Statement of Cash Flows 106 Notes to the Financial Statements 107 ADDITIONAL INFORMATION Shareholder information 144 Advisers and company information 147 Glossary 148 FOR MORE INFORMATION Please read this report in conjunction with the glossary www.breedongroup.com on pages 148 and 149. Front cover: A group of Breedon colleagues at our quarry in Breedon on the Hill. ABOUT US STRATEGIC REPORT STRATEGIC WHO WE ARE A leading vertically-integrated construction materials group in Great Britain and Ireland. Our core outputs are aggregates and cement, from which we produce a range of value-added products including asphalt, ready-mixed concrete and mortar. We offer high-quality, specialist contracting services including highway surfacing and maintenance together with a range of specialist building products including bricks, roof tiles and blocks. OUR STRATEGY We have simplified our strategy into three pillars, Sustain, Optimise and Expand, which together demonstrate how we create sustainable value for all of our stakeholders over the long term. These three pillars are underpinned by our two fundamental principles of robust corporate governance and conservative financial management. See pages 16 and 17 for more details. OUR PURPOSE Our purpose is to make a material difference to the lives of our colleagues, customers and communities, recognising that our products are essential to economic livelihoods and to the development of healthy living and working spaces for everyone. BREEDONGROUP.COM 01 STRATEGIC REPORT 2020 HIGHLIGHTS REVENUE UNDERLYING EBIT* £928.7m £76.5m 2019: £929.6m -0% 2019: £116.6m -34% UNDERLYING EBIT MARGIN* PROFIT BEFORE TAX 8.2% £48.1m 2019: 12.5% -4.3ppt 2019: £94.6m -49% UNDERLYING BASIC EARNINGS PER SHARE* BASIC EARNINGS PER SHARE 2.80p 1.99p 2019: 5.08p -45% 2019: 4.64p -57% * Underlying results are stated before acquisition-related expenses, redundancy and reorganisation costs, property losses, amortisation of acquisition intangibles and related tax items. NET DEBT References to an underlying profit measure throughout this Annual Report are defined on this basis, and a reconciliation to the most directly related statutory £318.3m measure is provided on pages 141 to 143. 2019: £290.3m 02 BREEDON GROUP ANNUAL REPORT 2020 STRATEGIC REPORT STRATEGIC Robust performance against backdrop of considerable disruption caused by COVID-19 Strong recovery in second half, with like-for-like revenue and Underlying EBIT ahead of prior year Positive outcome for the year made possible by the support and hard work of all our colleagues Bradley Richardson, Quarry Manager at Ashwood Dale quarry Sustainability agenda progressed, appointment of first Group Head of Sustainability and developing a clear roadmap for Breedon CEMEX Acquisition completed 31 July, integration on-track Eryn Sinclair, Technician, Contracting, Clatchard quarry Strong balance sheet and liquidity maintained Leverage 2.1x at year-end due to strong second half trading and free cash flow generation Intention to pay maiden dividend during 2021 James Coleman, Regional SHE Auditor BREEDONGROUP.COM 03 STRATEGIC REPORT OUR BUSINESS AT A GLANCE We are a leading vertically-integrated construction materials group in GB GREAT BRITAIN and Ireland. In GB we operate a nationwide network of quarries and downstream operations extending from Stornoway in the Hebrides to Hampshire in the south of England. Our contracting services business delivers contract surfacing for both minor and major infrastructure projects. COLLEAGUES REVENUE >3,500 £622.8m TONNES RESERVES AND RESOURCES UNDERLYING EBIT >1bn 41%* of Group CEMENT PLANTS £34.8m 2 KEY ASSETS • Substantial permitted mineral reserves QUARRIES and resources • Extensive network of quarries, rail-linked aggregates depots, asphalt plants, ready- >100 mixed concrete plants and concrete products manufacturing facilities throughout Great Britain • Nationwide fleet of delivery vehicles for ASPHALT PLANTS all products >50 • Sizeable contracting services operations READY-MIX CONCRETE PLANTS STRATEGIC ADVANTAGES • Strong reserve base • Fully vertically-integrated operations, >200 yielding economies of scale • Highly localised service with diverse range of customers • Well positioned to secure acquisitions in fragmented market * Excludes central administration and share of profit of associate and joint ventures. Further segmental information is provided in note 2 to the Financial Statements on page 114. 04 BREEDON GROUP ANNUAL REPORT 2020 STRATEGIC REPORT STRATEGIC IRELAND CEMENT In Ireland our network of quarries and downstream Breedon’s Cement Division operates two operations runs alongside a significant contracting well-invested plants in GB and Ireland, including services business. We undertake contract the UK’s largest cement plant by capacity, surfacing as well as major infrastructure and together with four import/export terminals highway maintenance contracts throughout and a rail-linked distribution network. Ireland. In NI we trade under the Whitemountain brand and as Lagan in RoI. REVENUE REVENUE £189.3m £177.2m UNDERLYING EBIT UNDERLYING EBIT 24%* 35%* £20.5m of Group £30.4m of Group KEY ASSETS KEY ASSETS • Highly regarded contract surfacing and highway • Two well-invested cement plants, including the maintenance business UK’s largest plant by capacity, together capable • Bitumen importation and distribution business, of producing more than two million tonnes of including production of bitumen emulsions and cement each year polymer modified bitumen and binders • Import and export capability through three • Growing network of quarries, asphalt plants, terminals in GB and another in Ireland ready-mixed concrete plants and concrete and • Rail-linked distribution network in GB, servicing clay products manufacturing facilities throughout four regional cement depots with more than a NI and RoI million tonnes of throughput capacity • Port terminal for export of high PSV aggregates • Major cement bagging plant at Dagenham just to GB outside London STRATEGIC ADVANTAGES STRATEGIC ADVANTAGES • Established position in RoI market with strong • Flexibility of supply due to production capability growth prospects in GB and Ireland, coupled with cementitious • Established brand and market position in NI import capacity with Whitemountain • Bulk supply complemented by higher-margin • Excellent contract surfacing track record, bagged products distributed to builders including specialist expertise in airport merchants market in GB and Ireland runway surfacing • Reduced distribution costs due to rail links from • Enhanced platform for further organic growth our Hope Works to regional depots and bolt-on acquisition opportunities in fragmented markets BREEDONGROUP.COM 05 STRATEGIC REPORT STATEMENT FROM THE CHAIR It is a measure of the quality of a company’s management and colleagues that, when I am proud of how we dealt with market conditions are toughest, they remain focused on delivering for stakeholders. the unprecedented demands of I am proud of how we dealt with the the past year, producing highly unprecedented demands of the past year, creditable results.” producing highly creditable results and continuing to move the Group forward Amit Bhatia operationally and strategically. Chairman PAYING TRIBUTE TO OUR STAKEHOLDERS I would like to thank all our stakeholders for their continued support and encouragement. Our shareholders, customers, suppliers and partners, many of whom faced their own challenges, resolutely demonstrated their confidence in us, without which we could not have delivered such a resilient performance. I pay particular tribute to our 3,500 colleagues, who played a vital role in keeping Great Britain and Ireland’s essential services running during the pandemic by ensuring that our housing, industrial and transport