Uniphar plc ($UPR)

Good morning, all. I'm Maurice Pratt, your Chairman here. Welcome to our 2026 Annual General Meeting. We're pleased to welcome shareholders, employees and other stakeholders attending in person and via conference call to our 2026 AGM being held this morning in the offices of our solicitors William Fry. We're delighted to have the opportunity to connect with our shareholders in person today. We also hope that many of you have taken the opportunity to dial in through the conference call facility and listen to the proceedings. For those of you listening in or joined here this morning in person by our Board of Directors, our Company Secretary, representatives from William Fry, our solicitors and also PwC, our auditors. Before we get into the business of meeting, there are a few housekeeping matters for me to address. For those of you here in person should point out that in the unlikely event of an emergency, there are exits located to my left and at the back of the room. I would also ask each of you to ensure that your mobile phones are on silent on or switched off for the duration of the meeting. The quorum required to be present for an Annual General Meeting of Uniphar is at least 2 persons entitled to vote, each being a member, a proxy for a member or duly authorized representative of a corporate member. As Chair, I am representing those shareholders, including Euroclear Nominees Limited in respective shares held in electronic form, who submitted proxies in advance appointing me and I am joined here today by a number of registered shareholders. I can therefore declare this meeting chorus and open for business. The closing date for receipt of proxies was 11:00 a.m. on the 5th of May 2025, that is this past Tuesday. We received proxies representing 58.66% of our issued share capital, and those proxy votes will be included in the results of the votes, which we will publish via RNS later this afternoon, and we will also publish those results on our website. In the interest of fairness to ensure that the relative holdings of our shareholders are represented in the voting process in accordance with the articles of association of the company and in line with Euroclear requirements, voting at this AGM will occur by way of poll, and I'm appointing Computershare, the company's registrars to act as scrutineers. In terms of the order of proceedings for today's meeting, I will shortly read out the statement which we published by RNS this morning. I will then hand over to Ger Rabbette, our CEO, who will take you through a presentation on the business and some of the key highlights from 2025. Following Ger's presentation, there will be an opportunity to ask questions if anyone present would like to do so. We will then move to the formal business of the meeting and the resolutions to be considered today, and that should bring our 2026 AGM to a close. And the interest of transparency for those of you who are unable to attend today, we published a statement via RNS this morning, which I will now read out. I'm pleased to report that 2025 was another great year for Uniphar with the business achieving its fastest rate of organic growth since IPO, with circa 9% organic growth -- gross profit growth. This reinforces the success of our strategy in enhancing our ability to scale the company organically. With each of our 3 divisions delivering a strong performance, the business achieved 21% adjusted earnings per share growth in 2025, ahead of the group's expectations. This was driven by a strong trading performance, lower finance costs and accretion from the EUR 35 million share buyback program completed in the period. The group continues to maintain a strong liquidity position with net debt-to-EBITDA of 1.6x at year-end. We have now delivered a significant 6-year earnings per share compound average growth rate of 16%, and we remain confident reaching our EUR 200 million EBITDA target by 2028, but at least 80% of our growth being organic. I'm happy to report that 2026 has started well with performance in the first 4 months in line with the Board's expectations. Uniphar remains well positioned to deliver organic profit growth across each division, in line with previous guidance and to deliver on our expectations for the full year. M&A continues today an important role in Uniphar's growth strategy. and the group maintains a disciplined approach to capital allocation, while managing an active pipeline of acquisition opportunities to further enhance the group's growth potential. Sustainability remains a key priority for the group and shapes how the business operates day to day. Based on our recent double materiality assessment, we have a clear focus across the environment, social and governance themes and continue to make good progress. Finally, as I retire as Chairman this year, I would like to thank our shareholders for their consistent support over the years. I'd also like to express my pride in what the Uniphar team that's the management, fellow directors and all of our global colleagues have achieved thus far. I have every confidence that they will continue to grow the business, constantly finding innovative ways to enhance the services we offer to our health care clients and to their patients. I'm now going to hand over to Ger Rabbette, our CEO, who's going to take you through a presentation, which he has prepared in relation to some of the business highlights from 2025. A copy of the presentation is available on the Uniphar website for anybody would like to follow us.

Sure. Thanks, Maurice. Let me start on Slide 5 where we outline who we are. Uniphar is a diversified health care services business, where we partnered over 200 of the world's leading pharma and medtech manufacturers. Today, we operate in Europe, the U.S., APAC, EMEA delivered to over 150 countries. We have 3 divisions who all operate in different parts of the health care ecosystem. But essentially, our job is to get product to patients. That may be a 3 or 4 supply chain or as complex has taken charge of the whole commercialization process for a product in a market or a journey. For us, our strategic focus is on specialty products. And we've delivered an excellent 6-year EPS CAGR of 16% since the IPO of the business back in 2019. Our ambition that we've clearly outlined is deliver EUR 200 million EBITDA business by 2028, largely driven by strong organic growth. And today, we are invested heavily in our infrastructure across our people, IT systems and our facilities in order to really scale our business for the longer term. This is a very significant investment for us, and it's actually on within the business. On Slide 6, we are applying our ecosystem that we operate in. We sit in the middle between the manufacturer and the stakeholders. And we have both of them to overcome the problems, the very significant problems they have of approvals, market access payments, logistics and commercialization of the new complicated solutions that they need for the current health care environment. We've built the suite of capabilities and a global platform that allows us to support the manufacturers to navigate the uptick is about getting their specialty medicines to back it's right across the world. On Slide 7, we outlined the group's financial highlights as Maurice said before. And as you can see, this strategy is delivered for us. 2025 has been an exceptional year, delivering organic gross profit growth of 9% and EBITDA growth about 9%. Return on capital employed came in at 16%. Earnings per share grew by 21%. Free cash flow conversion at 99%, with leverage of 1.6x, really strong set of numbers. In the year, we ultimately generated EBITDA of EUR 131 million, with a robust organic gross profit growth of EUR 38 million, with each of our trading divisions delivered a strong performance. If you look at Slide 8, you can see that this strong growth is the continuation of our exit track record since IPO where we more than doubled our gross profits and EBITDA. We see consistent growth in margins and earnings per share. And in terms of earnings per share, it grew from 10% in 2019 to 25% this year. And we've achieved these great results without compromising the things that are most important to us like our impact on the planet and the communities that we serve. On Slide 9, you will see where we focus -- we were making good progress across our ESG agenda, and we continue to maintain excellent scores on independent rating agencies. On Slide 10, we give an update on our investments. So as well as our flagship investment in orange, which is very significant. We've invested in our pharma platform in the Netherlands, where we build a warehouse DC hub to help us really scale this business in Europe. At the same time, we've invested in a world class facility in North Carolina to help us grow our pharm service specialty offering in the U.S. and we plan to operationalize facility in the U.K. later on this year. If you look at Slide 11, we outlined our ambitious targets, which is over EUR 200 million EBITDA by 2028. And we would achieve this target through robust organic growth across all 3 divisions but possible by our significant investments that we make in our people, in our technology and in infrastructure, coupled with -- by some small strategic M&A. Our expected organic growth is 80/20 as we leverage our platforms, and we will be confident that we would get there by 2028. On Slide 12, we outline our investor case for going to the next stage our growth with a much greater number of capabilities that we had at IPO. We've demonstrated a strong track record of delivery. We know the industry well. We have a compelling market opportunity, a favorable backdrop plenty of scope for growth across each of our 3 divisions. Now before I finish up, I'd just like to take this opportunity to mention the retirement of our longstanding Chairman, who is leading the AGM for the last time today. Maurice was appointed Chair of Uniphar way back in '27 in the middle of the financial crisis, our link back end in Las Boston. We were worth of Greece via before. And we look back, it was truly a little bit we're trying for us. At the same time, Uniphar was in good shape. We were heavily debted business with lots and lots of challenges. Probably on the big bankruptcy. The government [indiscernible] out our profitability, we had EUR 250 million worth of liabilities. So Maurice, as we look back at the progress we have made is quite remarkable. We should be very proud of when you look at the business that we have today. Maurice, on behalf of Tim and I, just that we're really proud to work with you for the last 7 years, bringing this great business. We face many unbelievable challenges together. John Holly is here, our former Chair as well a testament to that. But we're not back, I think we've been really good progress. From my perspective, it's been a real pleasure working with you. You have many great quality, Maurice. But to me, it's your remaining optimism you're kind of -- the positive influence you have with everybody that meets you it's really great for the team. You were huge laser-focused on always doing what's best for the business, no matter what -- no matter hard that is with together. As safe, always take the higher road, it's less crowd. So we're going to bite. But on behalf of Tim and I, our 3,500 cardboard and all the path forward, we want to thank you for your enormous contribution you made to success the Uniphar is today. So to finish, I want to thank a lot of customers, our shareholders for their continued support. We're genuinely excited about the growth prospects for the business over the next couple of years. We see enormous opportunity for ourselves to grow lease what's coming within the business. We've got an opportunity. And we really want to crack on now and deliver for our shareholders. So just want to thanks for all the support, and I would open up the floor to any Q&A. Maurice?

Really appreciate those words. So before we move to the formal business of the meeting, I'd like to take this opportunity to open the floor to any questions that anyone here present might have. Shareholders who are unable to attend in person today were given the opportunity to submit questions to the company secretary by 5 pm on Tuesday, the 5th of May so that we could address those queries at today's meeting. I can confirm that we did not receive any questions in advance of the meeting. I now ask anyone present who would like to ask a question to raise their hand and the microphone will make its way to you. When asking the question, please state your name and if you are a proxy or corporate representative, the name of the shareholder that you represent. And if you have more than one question, please state all your questions at the same time. Assure the meeting, all questions should be directed to me and I'll then direct them to the member of the Board. So anybody here like to ask a question? No. Okay. Thank you. So as there are no questions, we will now move to the resolutions to be put to the meeting. There are 9 resolutions for consideration. The board believes they are all in the interest of shareholders and recommends that you vote in favor of each resolution. Resolutions 1 to 5 are proposed as ordinary resolutions and require a simple majority of the votes cast either in person or by proxy to past. Resolutions 6 to 9 are proposed as special resolutions, which to be passed to require approval from a majority of at least 75% of the votes cast in person or by proxy. We will use voting cards for all resolutions. Voting on the resolutions will be conducted by way of poll once the resolutions have been put to the meeting. All holders and proxy holders present here who are eligible to vote have been handed a voting card when they registered this morning. If you are eligible to vote on the resolutions, you will need to complete your voting card. Voting cards will then be collected at the end of the need. The results of the votes on each resolution will be announced by RNS and on the company's website later today. For the purposes of this meeting, I propose to take the notice of meeting issued by the company on the 1st of April 2026 and the full terms of the resolutions included therein as read. Copies of the notice of meeting are available from the Computershare people here today. As I introduce each resolution, the full text of the resolution will be displayed on the screen. In brief summary, the following 9 resolutions are to be voted on today. Resolution 1 is to receive and consider the company's financial statements we were ending 31st of December 2025, together with the directors and auditors reports thereon and to review the company's affairs. Resolution 2 is to declare a final dividend of EUR 3.4 million, being EUR 0.0131 per share on the ordinary shares for the year ending 31 December 2025. Resolutions 3A through to 3H are to be approved by a separate resolution, the reelection of Ger Rabbette, Tim Dolphin, Paul Hogan, Sue Webb, Jim Gaul, Liz Hoctor, Valerie Sick and myself as directors and each reelection is proposed as a separate ordinary resolution. Resolution 4 relates to the fixing of the remuneration of the company's auditors PwC for the year ending 31 December 2026. Resolution 5 is to renew the authority of the directors to allot relevant securities subject to certain limits. Resolution 6 is to approve the disapplication of statutory preemption rights subject to certain limits and whether or not in connection with the acquisition, our capital investment. Resolution 7 is to approve the disapplication of preemption rights in additional circumstances, but again, subject to certain limits for financing or refinancing and acquisition or other capital investment. Resolution 8 is to renew the company's authority to make market purchases of the company's ordinary shares subject to certain limits. Resolution 9 proposes to fix the price range with the reissuance of treasury shares. Lastly, you can now see displayed on the screen, the proxy votes we received prior to this meeting for the resolution with a breakdown for each resolution of those votes in favor of the resolution are giving the appointed proxy discretion and those voted against the resolution. Any questions on the resolutions? So moving on to voting. I now put Resolutions 1 to 5 to the vote of the meeting as ordinary resolutions and Resolution 6 to 9 to a vote of the meeting as special resolutions. Shareholders present can now mark their polling cards by cutting a cross in the box marked far against our votes withheld, you need to choose one of those options for each resolution. Please now cast your votes on each separate resolution. Once you've completed your voting cards and signed it, please deposited in the back box. Staff of Computershare, the company's registrars are available in the room to assist you in completing your voting card. That concludes the formal business of this meeting. As I mentioned at the outset of the meeting, the polling cards will now be collected and counted by our scrutineers Computershare and aggregate with all proxy votes received and the final results of the voting will be published by RNS this afternoon and posted on our website. Before we bring this to my last AGM as Chair to a close, I would like to take the opportunity to say a few words about Uniphar. I got involved with the company over 20 years ago as a Non-Executive Director. The ending of that period, as Ger mentioned earlier, was rather rocky for the company, but we brought in a new management team, led by Ger Rabbette and Tim Dolphin when the business clearly hasn't looked back since. You know the saying, usually attributed to Henry Ford that if you think you can do a thing, I think you can't do it. You're right. 15 years ago, we thought we could go from a struggling domestic wholesaler with 360 employees to a high-growth, profitable international health care services business with global reach and the team now 10x that highs. And we were indeed right. We deliver a strategy that will improve our profitability and allow us to grow, and we've been implementing it with commitment and focus ever since. The Board has appointed Paul Hogan to take over the role of Chair and my departure. Sue Webb who, like Paul has been on the Uniphar Board since IPO, will take over Paul's role as Senior Independent Director. Having worked with both Paul and Sue over the last 7 years, I am supremely confident they will fulfill their new org positions more stably and I wish them both great success in their new roles. I look forward over the coming years to watching Uniphar's progress. I have no doubt that under Ger and Tim's stewardship and Paul's chairmanship, the company will continue to grow and thrive and I look forward to attending future AGMs just as an ordinary shareholder and sharing them on. So I'd like to thank all our shareholders, our customers and our supporters for all the support they've given me and they've given our management team over the years. It's been a very enjoyable experience for me, somewhat motive to be at my last AGM, but it's wonderful to lead the company share in such great strength and with such great future opportunities. So with that, thank you for attending. Thank you for listening in, and I wish you all a good day as I close this AGM. Thank you.