Annual report
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+ 1 1 ANNUAL REPORT 25 26
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3 This is Barry Callebaut 4 Key Figures 6 Fiscal Year in Brief 7 Letter to Shareholders 9 Overview 10 Business at a Glance 11 Focus for Growth 12 5-Year Overview 13 Risk Overview 23 Business Highlights 24 Financial Review 29 Business Review 31 Financial Reports 32 Consolidated Financial Statements 36 Notes to the Consolidated Financial Statements 91 Financial Statements of Barry Callebaut AG 104 Governance 105 Corporate Governance Report 120 Remuneration Report 140 Alternative Performance Measures 142 Contact & Financial Calendar TABLE OF CONTENTS
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 3 THIS IS BARRY CALLEBAUT We are the world’s leading manufacturer of high-quality chocolate and cocoa products, coatings and chocolate alternatives. Our Focus for Growth ambition: Undisputed integrated global leader in cocoa and chocolate, partner of choice in sustainability & innovation Offering full portfolio across cocoa, chocolate, cacao coatings and non-cocoa solutions Pivoting towards a solutions provider scaling key Specialties in attractive, growing market segments Accelerating Gourmet and making a determined shift to premium segments while protecting our volume base With regionally empowered teams, the best people in the industry and a winning culture. 21 Callebaut Chocolate AcademyTM Centers 58 factories worldwide More than 175 years of chocolate heritage More than 110,000 chocolate professionals trained in-person in 2025/26 More than 13,000 employees Doing business in over 140 countries 1 Refer to page 141 for detailed recurring results reconciliation. SALES VOLUME VOLUME DEVELOPMENT 2.1 -0.7% in million tonnes vs. prior year EBIT RECURRING1 SALES REVENUE 594.0 12.2 in CHF million -14.1% in constant currency in CHF billion
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 4 KEY FIGURES 2025/26 SALES VOLUME EBIT RECURRING2 NET PROFIT RECURRING2 2.1 594.0 215.5 in million tonnes in CHF million in CHF million -14.1% in constant currency -13.0% in constant currency FREE CASH FLOW PROPOSED DIVIDEND 2,009.8 29.00 in CHF million CHF per share 2 Refer to page 141 for detailed recurring results reconciliation.
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Sales volume in tonnes 2021/22 2022/23 2023/24 2024/25 2025/26 0 400,000 800,000 1,200,000 1,600,000 2,000,000 2,400,000 EBIT reported in CHF million 2021/22 2022/23 2023/24 2024/25 2025/26 0 150 300 450 600 750 Sales revenue in CHF million 2021/22 2022/23 2023/24 2024/25 2025/26 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 Net profit reported in CHF million 2021/22 2022/23 2023/24 2024/25 2025/26 0 100 200 300 400 500 Sales volume by Sales Group in tonnes Western Europe 681,436 North America 485,291 Central and Eastern Europe 285,477 Asia Pacific, Middle East and Africa 198,347 Latin America 63,694 Global Cocoa 395,621 Sales volume by Product Group in tonnes Food Manufacturers 1,420,386 Gourmet 293,859 Cocoa Products 395,621 3Refer to page 141 for detailed recurring results reconciliation. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 5 32% 23% 19% 14% 9% 3% 19% 67% 14% Net profit recurring3EBIT recurring3
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FISCAL YEAR 2025/26 IN BRIEF • In FY 2025/26 Group volume decreased slightly by -0.7%, with a second consecutive quarter of growth in Q4 (+5.7%), well ahead of the declining chocolate confectionery market (-4.3%)4 • Sales revenue declined by -15.2% in constant currency to CHF 12.2 billion (-17.6% in CHF), reflecting lower year-on- year cocoa bean-linked sales prices • Operating profit (EBIT) recurring 5 decreased by -14.1% in constant currency to CHF 604.5 million (-15.6% to CHF 594.0 million in CHF), reflecting the negative impact of temporary Gourmet long positions and lower finance cost pass-through in a declining bean price environment • Strong reduction in net finance costs enabled the Group to recover around two-thirds of the absolute EBIT recurring5 decrease at the Profit before tax recurring5 level • Very significant free cash flow generation of CHF 2,009.8 million reduced net debt by -42.5% and leverage to 2.9x Net debt/EBITDA recurring5, supported by structural actions to enhance the Group's resilience to cocoa bean price volatility • Proposed dividend of CHF 29.00, in line with prior year • Building momentum through Focus for Growth: Q4 saw +13.6% volume growth in Gourmet as customers responded to new pricing and priority markets grew +7.0% in H2. Advancing targeted investments and organizational effectiveness to drive FY 2026/27 performance BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 6 4 Source: Nielsen volume growth excluding e-commerce – 25 countries, September 2025 - August 2026. Data subject to adjustment to match Barry Callebaut's reporting period. Nielsen data only partially reflects the out-of-home and impulse consumption. 5 Refer to page 141 for detailed recurring results reconciliation. VOLUME GROWTH VOLUME GROWTH Global Chocolate Global Cocoa -0.5% -1.8% in tonnes vs. prior year in tonnes vs. prior year EBIT RECURRING5 EBIT RECURRING5 Global Chocolate Global Cocoa 543.3 168.2 in CHF millions in CHF millions
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“ Letter to Shareholders RETURN TO VOLUME GROWTH IN H2, WITH FURTHER DELEVERAGE AND FOCUS FOR GROWTH PRIORITIZATION Dear valued Shareholders, The past year has been one of continued change and exceptional market conditions for the cocoa and chocolate industry. Throughout this period, we have remained firmly focused on building a stronger Barry Callebaut and creating sustainable value for our shareholders over the long term. In fiscal year 2025/26, we made important progress towards that ambition. We returned to volume growth in the second half of the year, significantly strengthened our balance sheet and cash generation, and launched Focus for Growth to sharpen our fundamentals and position the business for sustainable profitable growth. Against a challenging market backdrop, sales volume decreased by -0.7%. Importantly, performance improved throughout the year. After returning to growth in the third quarter, we saw continued momentum in the fourth quarter, delivering volume growth of +5.7%, significantly ahead of the declining global chocolate confectionery market. Sales revenue amounted to CHF 12.2 billion, reflecting lower year-on-year cocoa bean-linked pricing. Recurring1 operating profit (EBIT) decreased, primarily due to the impact from temporary Gourmet long positions and lower finance cost pass-through in a declining cocoa bean price environment. However, the strong reduction in net finance costs enabled us to recover around two-thirds of the absolute EBIT decline at the recurring1 profit before tax level. One of the most significant achievements of the year was the strengthening of our financial position. Free cash flow reached CHF 2.0 billion, supported by lower cocoa bean prices and structural actions to reduce the cash cycle. As a result, net debt declined by more than 40% and leverage improved significantly to 2.9x. These actions further strengthened our resilience in a volatile cocoa environment and provide a stronger platform for future growth. At the virtual Annual General Meeting of Shareholders on December 9, 2026, the Board of Directors will propose a dividend of CHF 29.00 per share. The proposal is consistent with the company's Focus for Growth action plan for a stable or increasing dividend and a targeted dividend payout ratio above 35% of recurring net profit. Subject to approval by the Annual General Meeting of Shareholders, the dividend will be paid to shareholders on, or around, January 13, 2027. Launching our Focus for Growth action plan During the year, we launched Focus for Growth, an action plan designed to strengthen our fundamentals and sharpen our leadership position as a value-added chocolate and cocoa solutions provider. The initiative builds on the progress achieved over recent years while placing greater emphasis on customer focus, regional empowerment, profitable growth and disciplined capital allocation. At the heart of Focus for Growth is a stronger customer-first mindset. By empowering our regions, simplifying decision-making and aligning resources behind our most attractive opportunities, we are creating an organization that is more agile, more accountable and better positioned to anticipate and respond to customer needs. We believe this evolution will strengthen our competitive position and support sustainable profitable growth over the long term. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 7 1 Refer to page 141 for detailed recurring results reconciliation. Through Focus for Growth, we are sharpening our customer focus, empowering our regions, strengthening execution and directing resources toward our most attractive growth opportunities. Together with actions taken to enhance our resilience to cocoa volatility, we are confident in our ability to deliver sustainable profitable growth and long-term value creation. “ Patrick De Maeseneire Chairman of the Board
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Since its launch, we have taken actions across several key areas. Our ten priority markets delivered volume growth of +7.0% in the second half of the year, demonstrating encouraging early progress in markets where we see attractive opportunities for profitable expansion. In Gourmet, customer response to our revised pricing approach contributed to a strong acceleration during the fourth quarter. At the same time, customer satisfaction improved meaningfully in our two largest regions, Western Europe and North America, reflecting our increased focus on execution and service levels. Innovation remains a core differentiator for Barry Callebaut. We launched Flavourcode™, a proprietary cocoa fermentation approach that enables distinctive and consistent natural flavor profiles. Leveraging our deep expertise in cocoa and chocolate, this innovation expands our ability to deliver differentiated solutions to chocolatiers, chefs, artisans and food manufacturers around the world. We also continued to invest selectively in our manufacturing network and growth platforms. Targeted investments in strategic markets are intended to create a more agile, flexible and customer- focused network. Alongside these investments, we continued to simplify our organization, strengthen accountability and advance our transition toward a more empowered regional operating model, bringing decision-making closer to customers and markets. Entering the new fiscal year with increased focus Looking ahead, market conditions are expected to remain dynamic. At the same time, we are encouraged by the momentum we have begun to see across key parts of the business and by the progress made during the year to strengthen our fundamentals. For fiscal year 2026/27, we expect volume growth of 1% to 3%. Recurring profit before tax in constant currency is expected to increase by around 30%, with EBIT recurring growth in constant currency between 3% and 5%. We also expect Net debt/EBITDA recurring to remain at or below 2.9x. These expectations reflect the benefits of the actions already taken under Focus for Growth, continued discipline in capital allocation and cash generation, and our confidence in the opportunities ahead. We would like to thank our employees around the world for their resilience, commitment and passion during another demanding year. We also thank our customers, business partners and shareholders for their continued trust and support. We look forward to building on the progress achieved this year as we continue to execute on Focus for Growth and create long-term value for all stakeholders. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 8 Our FY 25/26 results demonstrate early progress on Focus for Growth, with a return to growth in the second half and strong cash generation. We are taking decisive action to focus on the customers and segments where we can create the greatest value, building a stronger, more resilient platform for profitable growth. Patrick De Maeseneire Hein Schumacher Chairman of the Board Chief Executive Officer Hein Schumacher Chief Executive Officer “
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OVERVIEW 10 Business at a Glance 11 Focus for Growth 12 5-Year Overview 13 Risk Overview BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 9
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BUSINESS AT A GLANCE Our ambition We are the undisputed integrated global leader in cocoa and chocolate, and the trusted partner of choice in sustainability and innovation for the industry. We offer the full portfolio across cocoa, chocolate, cacao coatings and non-cocoa solutions to more than 15,000 customers globally. As part of that ambition, we are continuing to pivot towards becoming a solutions provider for our customers, scaling key Specialties solutions in attractive, growing market segments, while continuing to accelerate our Gourmet offering with a determined shift to premium product and market segments. Our values Everything we do is rooted in our five core values: customer focus, passion, entrepreneurship, team spirit, and integrity. We are doing so by empowering our regional teams, retaining and hiring the best people in the industry and continuing to invest in our winning culture. We believe in doing well to do good, and act accordingly: Forever Chocolate – unique in terms of ambition in the industry – is our plan to make sustainable chocolate the norm, and The Cocoa Horizons Foundation – established in 2015 – has the mission to improve cocoa farmer livelihoods through the promotion of sustainable and entrepreneurial farming practices, and to strengthen systems in cocoa communities ensuring that nature and children are protected. Business model We are the world’s leading manufacturer of cocoa and chocolate products, mastering every step in the value chain from sourcing of raw materials to producing and delivering innovative solutions for customers around the world. We provide our customers with value-added products and services adapted to specific market needs, ahead of trends and at a competitive price. We serve the entire food industry – from global and local food manufacturers to artisanal and professional users of chocolate, such as chocolatiers, pastry chefs, bakers, hotels, restaurants or caterers. We are a business-to-business company. In order to accommodate price fluctuations in raw materials, we use a cost-plus pricing model that passes on raw material prices directly to our customers for a large part of our business. Competitive advantages We are a fully integrated business and have a unique global footprint with 58 factories and 21 Chocolate AcademyTM Centers around the globe. With more than 175 years of cocoa and chocolate heritage, the Group has an unparalleled blend of expertise in cocoa and chocolate, from the sourcing of beans to insights into future consumer trends. We are the trusted partner of choice for our customers in bringing new cocoa and chocolate innovation to the market and have long-term partnership agreements with leading global and local food companies. We are present on the ground in all key origin countries and have a long-standing commitment to sustainability through our Forever Chocolate plan. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 10 An overview of Barry Callebaut’s value chain Sourcing Barry Callebaut’s core activities Customers Cocoa origination Cocoa processing Cocoa Product and chocolate manufacturing Food Manufactures Gourmet COCOA BUTTER CHOCOLATE COUVERTURE ≈46% +sugar, milk, fats & others COCOA SOURCING PROCESSING THE BEANS COCOA LIQUOR COCOA POWDER COMPOUNDS/ FILLINGS ≈54% +sugar, milk, fats & others POWDER MIXES +sugar, milk & others
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FOCUS FOR GROWTH In June 2026, Barry Callebaut launched Focus for Growth, an action plan designed to strengthen our fundamentals, sharpen execution and accelerate profitable growth. Following a period of significant market disruption and volatility, the plan places a strong emphasis on restoring operational excellence, improving customer service and focusing our resources on the areas with the greatest potential for value creation. The strategy builds on our position as the undisputed integrated global leader in cocoa and chocolate, leveraging our broad portfolio across cocoa, chocolate, cocoa coatings and non- cocoa solutions. It also reflects a deliberate shift towards becoming an even stronger value-added end-to-end solutions provider by accelerating Gourmet, scaling selected Specialties and expanding our presence in attractive premium segments, while protecting our core volume base. To maximize impact, we have identified ten priority markets for investment and growth: USA & Canada, UK & Ireland, Belgium & Netherlands, France, Türkiye, Middle East, Brazil, India, China, and Indonesia & ASEAN. This is a conscious choice based on market size, growth potential, our market position and profitability profile, and together these markets represent more than two-thirds of the Group's volume and profit. We are empowering our regions to capture the most important customer growth opportunities. We have five commercial growth priorities: (1) unlocking full potential with seven of our largest global customers, (2) accelerating growth with regional Food Manufacturers within the identified Focus for Growth priority markets, (3) strengthening and investing in our Gourmet business through enhanced brand and channel capabilities, (4) scaling and investing behind select margin accretive Specialty offerings, and (5) expanding our leadership in premium cocoa powder products by unlocking capacities. Execution excellence is supported by five key enablers: (1) targeted footprint investments, (2) stronger integrated sales and operations planning, (3) simplified customer-facing processes, (4) enhanced data and digital capabilities, and (5) closer collaboration across the value chain. Together, these initiatives are designed to improve reliability, customer service, decision-making and operational agility. Quality, safety and sustainability remain non-negotiable foundations of the action plan and continue to underpin the Group's long-term growth ambitions. With Focus for Growth, Barry Callebaut aims for above market growth and attractive financial returns, underpinned by a clear mid- term financial algorithm1. We aim to deliver sustainable operating performance with 2-4% volume growth, mid-to-high single-digit recurring EBIT growth and low-teens recurring profit before tax growth. We target annual free cash flow of CHF 300-400 million, return on invested capital of 11-13%, and attractive shareholder returns supported by a stable or increasing dividend. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 11 1 Mid-term outlook assumes a cocoa bean price of GBP 3,000 and stable differentials. Our picture of success for Focus for Growth Unlocking market share gains with restored fundamentals and... ...being UNDISPUTED INTEGRATED GLOBAL LEADER in cocoa and chocolate and partner of choice in sustainability & innovation... ...offering FULL PORTFOLIO across cocoa, chocolate, cacao coatings and non-cocoa solutions... ...PIVOTING TOWARDS A SOLUTIONS PROVIDER SCALING KEY SPECIALTIES in attractive, growing market segments... ...ACCELERATING GOURMET AND MAKING A DETERMINED SHIFT TO PREMIUM while protecting our volume base... ...with regionally empowered teams, the best people in the industry and a winning culture
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5-YEAR OVERVIEW Key Figures Barry Callebaut Group¹ Consolidated Income Statement Sales volume Tonnes (2.2) % 2,109,866 2,125,420 2,279,811 2,280,925 2,306,681 Sales revenue CHF m 10.8 % 12,189.6 14,788.6 10,386.3 8,470.5 8,091.9 Gross profit CHF m 2.5 % 1,341.3 1,419.2 1,382.3 1,348.5 1,217.2 EBITDA (recurring)2 CHF m (0.5) % 842.5 948.6 950.5 897.3 860.6 Operating profit (EBIT) CHF m (0.6) % 541.0 635.1 446.1 659.4 553.5 Operating profit (EBIT, recurring)2 CHF m (1.3) % 594.0 703.4 704.4 659.4 624.7 EBIT (recurring)2 / sales revenue % 4.9 % 4.8 % 6.8 % 7.8 % 7.7 % EBIT (recurring)2 per tonne CHF 1.0 % 281.5 330.9 309.0 289.1 270.8 Profit before income tax CHF m (14.7) % 229.1 258.2 238.9 535.3 431.7 Profit before income tax (recurring)2 CHF m (13.0) % 286.8 326.5 492.3 535.3 501.5 Net profit for the year CHF m (18.7) % 157.7 188.4 190.9 443.1 360.9 Net profit for the year (recurring)2 CHF m (15.8) % 215.5 249.6 417.5 443.1 428.5 Free cash flow CHF m 2,009.8 (312.0) (2,330.7) 113.0 266.2 Consolidated Balance Sheet Net working capital CHF m 15.8 % 2,326.8 3,997.8 3,808.0 1,466.2 1,293.1 Non-current assets CHF m 0.9 % 3,111.5 3,052.4 2,979.4 2,911.0 3,001.6 Capital expenditure CHF m 1.4 % 292.2 295.0 285.1 241.2 275.9 Total assets CHF m 10.8 % 11,707.9 12,643.9 15,159.3 8,432.7 7,760.9 Net debt CHF m 19.9 % 2,474.2 4,301.3 3,818.0 1,308.7 1,199.0 Shareholders’ equity CHF m (0.9) % 2,802.5 2,622.3 2,839.4 2,896.1 2,902.0 1 Non-IFRS measures are defined under the Alternative Performance Measures on page 140. 2 Refer to page 141 for detailed recurring results reconciliation. 3 From fiscal year 2024/25, Net debt represents the amount as at August 31, instead of an average. Previous years were adjusted accordingly. CAGR (%) 2025/26 2024/25 2023/24 2022/23 2021/22 Ratios Return on invested capital (ROIC) % 6.1 % 6.8 % 6.6 % 13.1 % 11.5 % Return on invested capital (ROIC, recurring)2 % 7.3 % 7.9 % 11.0 % 13.1 % 13.2 % Return on equity (ROE) % 5.8 % 7.2 % 6.7 % 15.3 % 12.4 % Return on equity (ROE, recurring)2 % 7.9 % 9.5 % 14.7 % 15.3 % 14.8 % Debt to equity ratio % 88.3 % 164.0 % 134.5 % 45.2 % 41.3 % Interest coverage ratio 2.5 2.3 3.3 7.2 6.5 Net debt3 / EBITDA (recurring)2 2.9 4.5 4.0 1.5 1.4 Capital expenditure / sales revenue % 2.4 % 2.0 % 2.7 % 2.8 % 3.4 % Shares Share price at fiscal year- end CHF (13.6) % 1,115 1,080 1,376 1,542 2,004 Number of shares issued 5,488,858 5,488,858 5,488,858 5,488,858 5,488,858 Market capitalization at year-end CHF m (13.6) % 6,120.1 5,928.0 7,552.7 8,463.8 10,999.7 EBIT (recurring)2 per share CHF (1.3) % 108.3 128.3 128.6 120.3 114.0 Basic earnings (recurring)2 per share CHF (15.8) % 39.2 45.1 76.0 81.0 78.2 Payout per share CHF 0.9 % 29.0 29.0 29.0 29.0 28.0 Payout ratio (recurring)2 % 74 % 64 % 38 % 36 % 36 % Price-earnings ratio at year-end (recurring)2 28.4 24.0 18.1 19.0 25.6 Other Employees (0.3) % 13,267 13,138 13,423 13,754 13,418 Beans processed Tonnes (2.2) % 916,171 882,627 1,015,632 991,007 1,000,080 CAGR (%) 2025/26 2024/25 2023/24 2022/23 2021/22 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 12
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RISK OVERVIEW Enterprise Risk Management The Group operates in the food industry and faces a wide range of uncertain opportunities and threats (risks) that could impact its strategic objectives. To manage these risks effectively, the Group has implemented an Enterprise Risk Management (ERM) framework designed to ensure that the effects of uncertainty on objectives are thoroughly evaluated throughout the Organization and integrated into critical decision-making processes. The ERM framework fosters the adoption of tailored risk management practices that are fully integrated into the Group’s business processes. Risk considerations are seamlessly incorporated into strategic planning and daily operations, thereby avoiding any isolation from other business activities. In addition to the implementation of specific embedded risk management practices, the Group employs a comprehensive ERM process. This structured approach systematically identifies, analyzes, aggregates and evaluates all types of risks, encompassing strategic, external, operational, financial, or compliance related risks, including the integration of ESG-related risks. As a result, a comprehensive view of the Group's risk landscape is established, ensuring clear accountabilities, evaluations, and prioritization of the Group's key risks in alignment with the overall business strategy. This holistic approach to risk management helps the Group navigate uncertainties and seize opportunities that align with its resilience objectives by: • Raising awareness among key internal stakeholders about the Group’s risks and their potential impacts. • Providing critical, risk-relevant information that empowers leadership to make well-informed, timely decisions. • Leveraging strategic opportunities that arise from a comprehensive understanding of risks. • Protecting the Group’s desired credit rating to ensure funding and liquidity, thereby ultimately safeguarding shareholder interests. • Enhancing compliance with corporate governance standards, practices, and applicable laws and regulations. Risk Governance and Organization The ultimate responsibility for establishing, reviewing, and adapting the organization-wide governance, risk management, control, and compliance procedures lies with the Board of Directors (the "Board"). The Board has assigned the evaluation of the Group’s governance, risk, and control frameworks to the Audit, Risk & Compliance Committee (the "ARCC"). Additionally, the Board has entrusted the Executive Committee (the "ExCo") with the duty of implementing and carrying out risk management processes, which are then cascaded and integrated into regional and functional management. The responsibility for fostering risk awareness, incorporating significant risks into pertinent decision-making processes, and ensuring the efficacy of measures and controls lies with regional and functional management. Moreover, they are tasked with implementing supplementary mitigation actions when deemed necessary. The Group Risk Management function plays a pivotal role in facilitating the comprehensive enterprise risk assessment process. It aids in the identification and comprehension of the Group's principal risks, allocation of ownership, and enforcement of appropriate measures to mitigate said risks. Monitoring and Reporting The Group's continuous monitoring of its primary risks and the corresponding risk management efforts are deeply embedded in regular management review meetings and dedicated committees. The ARCC convenes as frequently as necessary, holding a minimum of three meetings per fiscal year, to address any notable concerns raised by Management, Assurance functions (including Group Risk Management, Quality Assurance, Safety Health and Environment, Digital Security, ESG, Compliance, Internal Audit, etc.), or external authorities and regulators. Furthermore, Group Risk Management facilitates the evaluation of key risks with the ExCo and ARCC on an annual basis, while also providing regular reports on the progress of key initiatives. This ensures continuous oversight and responsiveness to emerging risks, thereby aligning risk management activities with the Group’s strategic objectives. While it is acknowledged that the Group faces many risks, the Board has identified the key risks, which include topics identified in the Group's Double Materiality Assessment in the Annual Social and Environmental Impact Report 2025/26, that could potentially impact the achievement of the Group’s strategic objectives, as outlined in the table on the subsequent pages. To illustrate how the overarching ESG material topics are integrated into the Group's ERM framework, the table on the subsequent pages maps the ESG material topics identified through the Group's Double Materiality Assessment to relevant risks and corresponding mitigation measures. This mapping is intended to enhance stakeholders' understanding of how ESG considerations are incorporated into the Group's risk management processes and demonstrates the Group's commitment to transparency and accountability in managing ESG-related risks. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 13
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Climate-related physical risks - short to long-term raw material supply risks Climate-related physical risks pose both short-term and long-term challenges to the Group’s ability to secure a sustainable supply of high-quality cocoa beans and other essential agricultural raw materials. In the short-term, extreme weather events (E1, E3) and shifting climate patterns (E1, E3, E4) can lead to increased volatility in crop yields (E1, E3, E4), including large-scale crop failures and disease outbreaks. Over the mid to long-term, the cumulative effects of climate change (E1, E3), deforestation (E1, E3, E4, Entity-specific), nutrient-depleted soils (E1, E3, E4), and a shift in cultivation preferences toward alternative crops (S2, S3), may result in a structural shortfall of high-quality raw materials, threatening the resilience of the Group’s supply chain and its ability to meet quality and production objectives. Under the umbrella of its overarching sustainability strategy, Forever Chocolate, the Group focuses and reports on four key pillars to make sustainable chocolate the norm. These pillars, Prospering Farmers (S2), Human Rights (S2, S3), Thriving Nature (E1, E2, E4, Entity-specific), and Sustainable Ingredients (E1, E3, E4, Entity-specific), outline a holistic approach to addressing climate-related physical risks, recognizing that a broad portfolio of interconnected measures is required to enhance resilience. Long-term measures include the continuous evaluation and diversification of supply sources in origin countries (E1, E3), the development of improved and innovative agricultural practices for cocoa farms (E4), and maintaining an active industry dialogue with key stakeholders in both origin and consumer countries (E1, E3, E4, S2, S3, Entity-specific). Further details on the Group’s sustainability strategy and framework are available in the Sustainability section of the Annual Social and Environmental Impact Report. The Group links the following ESG material topics directly to this key risk pillar: E1 - Climate change E3 - Water E4 - Biodiversity & ecosystems S2 - Workers in the value chain S3 - Affected communities Entity-specific - Supply chain traceability Climate-related physical risks - operations and supply chain disruption risks The Group’s facilities, operations, and supply chain network are exposed to a range of acute and chronic climate-related physical risks. These include extreme weather events (E1) such as floods, droughts, hurricanes, and heatwaves, as well as longer-term stressors like water scarcity (E3), rising temperatures (E1), and shifting climate zones (E1). Such events can result in facility damage, production downtime, energy shortages, and transportation delays, thereby impacting business continuity. In addition, these climate- related risk factors may influence product quality and safety (S4), potentially altering the risk profile and requiring adapted mitigation measures. Overall, these risks could lead to increased operational volatility, higher costs, and reduced resilience across the value chain. The Group’s Supply Chain Strategy department integrates physical climate risk factor considerations into its strategic footprint analysis and decision- making processes, particularly for new site developments or significant modifications to existing sites (E1, E3). For current operations, cost-effective resilience improvements are continuously evaluated and implemented (E1, E3). Overall, the sourcing, customer supply and development functions manage a well-diversified and flexible network, supported by a structured and coordinated global, regional, and local sales and operations planning process. A comprehensive issue management system, supported by targeted business continuity plans, ensures business continuity and recovery during disruptions. Global sourcing teams continuously monitor key risk indicators, including weather patterns, harvest conditions, and other climate-relevant factors to proactively mitigate potential supply shortages or disruptions affecting raw materials, equipment, logistics, and services. Short-term mitigation strategies include maintaining adequate safety stock and leveraging a diversified regional supply base. Long-term adaptation measures involve strategic reviews of the Group’s sourcing, operations, and supply chain footprint. The Group links the following ESG material topics directly to this key risk pillar: E1 - Climate change E3 - Water S4 - Consumers & end-users Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 14
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Climate-related transition risks - regulatory risks and uncertainties The Group’s strategic and operational objectives are increasingly shaped by a complex and evolving climate-related regulatory landscape. Uncertainties surrounding current and emerging regulations, particularly in areas such as climate change mitigation (E2, E3), carbon emissions (E1, E5), deforestation (E1, E3, E4), and supply chain traceability (Entity-specific) pose significant risks to the Group’s ability to maintain compliant operations, secure sustainable sourcing, and meet stakeholder expectations. These risks are amplified by growing demands for environmental accountability from regulators, investors, customers, and civil society, especially in relation to governance, strategy, risk management, and climate-related disclosures. Inconsistent implementation and enforcement of climate regulations across jurisdictions may lead to reputational damage, legal exposure, and operational disruptions, potentially undermining the Group’s progress toward climate resilience and Net Zero commitments. As part of its broader climate resilience strategy and risk management approach, and in support of the transition toward a low-carbon economy (E1), the Group has developed a Net Zero strategy that strengthens resilience across its value chain. This strategy is built on clear long-term commitments to reduce emissions (E1) across all scopes and address land-use and agriculture-related impacts, which are particularly relevant to climate-related physical risks in cocoa origin countries. Execution of the strategy is measured and reported using science-based methodologies, validated by independent climate frameworks, ensuring credibility and consistency in tracking progress and managing climate risks. The approach is comprehensive and action- oriented, identifying a wide range of decarbonization levers across the value chain. These include promoting agroforestry and forest protection (E1, E3, E4), leading in supply chain transparency and traceability (Entity-specific), engaging suppliers on emissions reduction (E1), transitioning to renewable energy (E1), adopting low-carbon transport solutions (E1), and innovating low-carbon product offerings (E1, Entity-specific). In addition, the implications of carbon taxation (E1) are reflected in the Group's cost-plus pricing model and proactively monitored in collaboration with customers, particularly in light of potential demand impacts arising from consumer spending constraints. The Group links the following ESG material topics directly to this key risk pillar: E1 - Climate change E3 - Water E4 - Biodiversity & ecosystems E5 - Resource use & circular economy Entity-specific - Supply chain traceability Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 15
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Social- and governance-related risks - workers in the value chain and affected communities The Group’s ability to consistently deliver high-quality cocoa and chocolate products relies on a stable and ethically sourced supply of cocoa beans and other agricultural raw materials. However, social and governance-related risks such as poor agricultural practices and declining interest in farming among younger generations pose significant threats to long-term sourcing stability and product quality. These challenges are largely driven by limited access to resources, inadequate training, and a lack of incentives, resulting in low farmer productivity and insufficient livelihood income (S2, S3, Entity- specific). In addition, human rights violations (S2, S3, Entity-specific) including forced and child labor in certain regions expose the Group to reputational damage, legal liabilities, and a loss of consumer trust. These risks are further intensified by rising stakeholder expectations around social accountability, responsible sourcing, and robust due diligence. The evolving regulatory landscape, particularly regarding supply chain traceability (Entity-specific) and labor rights compliance (S2, S3, Entity-specific), adds further complexity and uncertainty. Inadequate implementation or enforcement of these emerging regulatory requirements could lead to operational disruptions, litigation, and negative brand perception. The Group has a long-standing commitment to sustainability and identifies material social and governance topics based on double materiality assessment principles. Key elements of the Group’s sustainability strategy and performance are described in more detail in the Annual Social and Environmental Impact Report (S2, S3, Entity-specific). The Group is committed to continuously improving social and governance-specific oversight structures to enable the further development of robust due diligence processes (S2, S3, Entity-specific) and supply chain traceability systems (S2, S3, Entity-specific), holistic community based programs focused on income diversification, access to education and child protection (S2, S3) and effective reporting frameworks (S2, S3, Entity-specific). A dedicated ESG function oversees, coordinates, and aligns all relevant ESG activities to achieve these objectives. These principles are actively promoted in the Group’s interactions with suppliers and customers and are embedded in contractual relationships with these stakeholders. Further stakeholder assurance is obtained through external ratings and audits. The Group’s ESG performance is evaluated and independently assessed through established external ESG benchmarks and assessments. Dedicated teams proactively monitor the evolving regulatory landscape to support compliance with emerging regulatory requirements. The Group links the following ESG material topics directly to this key risk pillar: S2 - Workers in the value chain S3 - Affected communities Entity-specific - Supply chain traceability Evolution of customer and consumer demand Rapidly evolving trends among customers such as food manufacturers, chefs, artisans, and consumers have the potential to disrupt market dynamics and impact the Group’s future growth. Societal shifts, environmental concerns, technological advancements, dietary preferences, political developments, regulatory changes, and economic dynamics shape both customer and consumer habits. These factors collectively influence preferences and behaviors, driving changes in market demand and reshaping industries. A deep understanding of these forces is crucial for anticipating shifts and adapting effectively to evolving customer and consumer needs, ensuring sustained growth and continued market relevance. Trend analysis by the Group’s marketing and customer insight teams, supported by cross-functional commercial and operational teams working closely with customers, aims to identify marketplace trends, both positive and negative, at an early stage. The Group continuously invests in consumer and customer research, data analytics, R&D, and operational capabilities as part of a well-structured process, enabling the development of customer- focused solution offerings such as new products, enhanced capabilities, and expanded distribution channels that proactively address evolving trends and changing demand patterns. Various ESG material topics are closely interconnected with the evolution of customer and consumer demand and preferences. While the Group does not directly link specific material ESG topics to this risk category, it recognizes their interconnectedness. Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 16
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Business transformation The timely commencement and successful implementation of business transformation initiatives (E1, E3, E4, E5, S1, S2, S3, S4, Entity-specific) are critical in pursuing strategic objectives, avoiding disruptions, enhancing agility, and adapting to evolving market conditions. Ineffective project portfolio management and execution, insufficient due diligence, inaccurate assumptions in the business plan, or inadequate acquisition and divestment processes can all lead to unfavorable outcomes. Investing in technology that is no longer competitive or rapidly becomes obsolete may further impede the successful execution of business transformation. These factors have the potential to result in an underperforming business, diminished benefits, or higher than anticipated costs. All major business transformation initiatives are prioritized and overseen by dedicated Business Development and Strategy Teams, which are carefully selected by the Group's ExCo. The Group assigns specialized teams with significant experience, proficiency and capability to handle each specific business transformation project (E1, E3, E4, E5, S1, S2, S3, S4, Entity-specific). These teams proactively follow market, technology and other trends and work in close collaboration with functional and regional experts, external advisors, and the Group’s ExCo. A clearly defined process for the evaluation, execution and integration of major business projects is employed. To effectively manage talent and workforce retention objectives and associated risks during major projects, the Group leverages tools such as consistent and transparent communication with employees and stakeholders, structured employee surveys designed to generate actionable insights, and customized incentive programs. The performance of major transformational projects is periodically reviewed against their goals. A similar process is employed for the execution of major acquisitions and divestitures. The Group links the following ESG material topics directly to this key risk pillar: E1 - Climate change E3 - Water E4 - Biodiversity & ecosystems E5 - Resource use & circular economy S1 - Own workforce S2 - Workers in the value chain S3 - Affected communities S4 - Consumers & end-users Entity-specific - Supply chain traceability External political and economic environment Uncertain political and economic conditions, shaped by the increasing complexity of a multipolar world, characterized by shifting global power dynamics, growing regional influence, and fragmented alliances, may require the Group to reassess key long-term assumptions underlying its global strategy and operating model. Moreover, sudden major crises, such as pandemics, regional blackouts, armed conflicts, terrorist attacks, natural disasters, trade policies and embargos, financial crises, hyperinflation, or economic depressions, could severely disrupt markets, operations, supply chains and access to critical raw materials. These challenges may lead to reduced demand for cocoa and chocolate products, create obstacles to expansion, necessitate adjustments to the Group’s footprint, and negatively affect financial performance. Failure to adapt swiftly to these evolving conditions could compromise the Group’s strategic objectives and long-term sustainability. Nonetheless, the Group could also find growth opportunities in regions experiencing economic expansion and through new trade agreements, positioning itself to benefit from these developments. The Group operates in both developed and emerging markets, maintaining a well-diversified portfolio across various markets, products, and customer segments. Leveraging its global operations and innovation networks, the Group is well-positioned to swiftly respond to customer demands and provide flexible, optimized solutions that adapt to evolving market conditions. By continuously monitoring global political and economic developments, particularly in regions of heightened uncertainty, the Group anticipates potential scenarios and makes informed decisions on how to prepare. The Group’s adaptable organization and robust strategy, business transformation and issue management processes enable it to address both temporary supply and demand shocks, as well as structural shifts in the political and economic landscape. To further enhance robustness against unforeseen external events beyond the Group's control, the Customer Supply and Development team considers a wide range of external factors when making strategic decisions about the Group's operational footprint to improve resilience, while the treasury department carefully manages capacity across multiple funding sources to maintain financial stability and secure access to liquidity in the face of such events. Various ESG material topics are closely interconnected with local, regional, and global political and economic developments. While the Group does not directly link specific material ESG topics to this risk category, it recognizes their interconnectedness. Certain political and economic uncertainties arising from material ESG topics are addressed under the climate- and social-related risk categories. Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 17
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Long-term outsourcing agreements The Group has entered into a number of important long-term outsourcing agreements with customers. Failure to renew, early termination of existing long-term outsourcing agreements, failure to enter into new agreements or failure to negotiate terms that are attractive could have a material impact on operational results. The Group has a highly diversified global customer base representing a healthy mix of small, medium and large customers. For global strategic customers, the Group has established long-term outsourcing agreements governing mutual cooperation, addressing standards for quality, quantity commitments, pricing, service levels, innovation and ethics. For these customers, the Group has appointed dedicated teams that develop and maintain a close relationship in order to respond to customer needs professionally and promptly and to provide high-quality services that are mutually beneficial for all stakeholders concerned. These relationships are further supported through active CEO and senior leadership engagement with key strategic customers to strengthen long-term partnerships and align strategic priorities. These customer relationship management teams have expertise in customer service and innovation, as well as in commercial and pricing matters. The Group recognizes the inherent interconnectedness between ESG material topics and its customer value proposition. Although the Group does not explicitly establish a direct link of ESG material topics to this risk category, it recognizes the substantial relevance of these factors for its customers. Talent and workforce Failure to attract, retain and develop a talented workforce with the right capabilities and skills could impact the Group’s ability to achieve its strategic objectives. Tight and competitive labor markets (accelerated by shifting skill requirements, new ways of working and demographic or technological shifts or other factors) could lead to a shortage of skilled labor or talent in selected regions and functions. Sustained shortages and increased turnover rates could further impact the Group's costs and operational reliability. Every effort is made to nurture a diverse and inclusive work environment that is supported with optimal processes and policies to attract, select, develop, reward and retain talent (S1) with the right capabilities and skills needed to achieve the Group’s strategic objectives. The Group employs succession planning, talent reviews, remuneration benchmarking, long- and short-term incentive plans, training and leadership development programs, as well as the tools to support and measure the success of all these processes. The Group’s strategy for Diversity & Inclusion is described in more detail in the “Our People” section of the Annual Social and Environmental Impact Report. Further, the Group continuously invests in business process technology and automation to make work more productive, collaborative and rewarding for its employees. The Group links the following ESG material topics directly to this key risk pillar: S1 - Own workforce Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 18
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Food safety, quality & regulatory Products that fail to meet established standards for food safety, quality, and regulatory compliance pose significant risks to consumers, customers, and the Group. Such non-compliant products may result in physical harm or illness to consumers, as well as business disruptions, legal disputes, product liability claims, and recalls. Additionally, the Group's reputation may be adversely affected, potentially leading to revenue loss and a decline in market share. There is also a possibility of accidental or malicious contamination of raw materials or finished products at various stages of the supply chain, which further amplifies the risk. Furthermore, product defects may occur due to human error, equipment malfunction, or other contributing factors. The quality management programs and systems of the Group encompass clear cross-functional responsibilities, robust standards, guidelines, and procedures. The Group's extensive quality program is continuously enhanced and encompasses various aspects including supplier strategy and requirements, factory design, and testing processes. Furthermore, a program promoting a culture of quality and food safety, endorsed by the Group's Executive Committee, is effectively implemented throughout the entire organization to ensure that all employees maintain a mindset of zero defects. A well-governed process for managing issues is in place, regularly evaluated, and simulated to ensure prompt and appropriate response in the event of a food safety, quality or regulatory incident (S4). The Group links the following ESG material topics directly to this key risk pillar: S4 - Consumers & end-users Operations and supply chain (other than climate-related risks) The Group’s operations and supply chain network could face disruptions from a wide range of acute and chronic climate-related physical risks as previously described, but there are also risks from various other sources not linked to climate change, such as natural disasters, energy shortages, disease outbreaks affecting humans or crops, political instability, sabotage, workforce disruptions, and other factors that may hinder the Group's ability to produce and deliver products to customers. In addition, interdependencies with risk factors related to geopolitical or geoeconomic shifts in global trade flows and evolving regulatory changes could further undermine the resilience of the Group’s global operations and supply chain network. The Group’s sourcing, customer supply and development departments manage a well-diversified and flexible operations network, supported by a structured and coordinated global, regional, and local sales and operations planning process. A comprehensive issue management system is in place, supported by targeted business continuity plans, to ensure business continuity and recovery during times of disruption. Global sourcing and supply chain teams continuously monitor key risk indicators, including global supply chain conditions, harvest outcomes, political risks, and other relevant factors to proactively mitigate potential supply shortages or disruptions affecting raw materials, machinery, equipment, indirect materials, logistics, and related services. Short-term mitigation strategies include maintaining adequate safety stock levels and leveraging a diversified regional supply network, while long-term adaptation and resilience measures involve strategic reviews of the Group’s sourcing, operations, and supply chain footprint. While the Group does not directly link specific material ESG topics to this risk category, it recognizes their interconnectedness. The Group recognizes that second- order effects arising from supply chain risks may have implications for material ESG topics, including S1 Own Workforce, S2 Workers in the Value Chain, S3 Affected Communities, and S4 Consumers and End-users. Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 19
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Digital security The Group’s business processes, including interactions with customers, suppliers, and remote employees, rely heavily on the reliability and security of its information and operations systems. Cyberattacks targeting our critical information and operations technology assets, environmental or physical damage to global data centers, widespread network failures, or any other significant security incidents could compromise the availability or integrity of these essential technology assets. This could result in business interruptions, loss of confidential data, direct financial losses, and non-compliance with data protection laws or other regulatory requirements. Major cyber incidents may also harm the Group’s reputation, potentially leading to a loss of revenue and market share. The Group’s Digital department, in conjunction with the Operations department, has established comprehensive end-to-end cybersecurity risk management frameworks. These frameworks provide a holistic approach to cybersecurity by defining clear governance and strategy, which includes active involvement from senior management and key business stakeholders. To safeguard the Group’s critical business applications and locations, a range of preventive measures has been implemented. These include advanced technical solutions, regular internal awareness campaigns, and cybersecurity training for all employees and select contractors. These measures are continually reviewed and improved. In the event of a significant incident, robust incident response and disaster recovery solutions, plans, and procedures are in place and are regularly updated. Additionally, a mid-term plan to enhance information and operations technology security is consistently developed and executed to ensure ongoing improvement. The digital strategy of the Group plays a crucial role in facilitating the achievement of objectives across various business domains, encompassing matters pertaining to various ESG material topics. While the Group does not directly link specific material ESG topics to this risk category, it recognizes the inherent interdependencies between digitalization as a crucial enabler to address material ESG topics. Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 20
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Price volatility of raw materials and other input factors Market prices for raw materials, energy and other input factors, as well as the structure of the terminal markets could have an influence on the Group’s liquidity and operational results. To manage its exposure to these factors, the Group uses derivative financial instruments and forward physical commitments. Liquidity and operating results may be affected by ineffective hedging strategies or by positions taken. Furthermore, the Group’s profitability can be affected by its exposure to the volatility of the combined cocoa ratio, which expresses the combined sales prices for cocoa butter and cocoa powder in relation to the cocoa bean price. Despite the Group’s cost- plus pricing model, volatility in raw material prices may lead to challenges in fully and timely passing on cost increases to customers. This can result in increased demand volatility and uncertainty or margin decreases, particularly in price-sensitive markets. The Group’s commodity risk management policies require that all risk exposures are hedged back-to-back in accordance with the related limit framework from the moment such exposures are entered into. For its contract business, namely the Food Manufacturers Product Group, which accounts for the majority of the business, the Group mitigates the impact of volatility in prices of raw material and other input factors through a cost-plus pricing model. Raw material price exposures arising at contract signing are hedged in accordance with the commodity risk management limit framework. Price exposures to other input cost factors are managed through index based pricing mechanisms. In the Gourmet Product Group, the Group applies a price list model whereby forecasted sales are hedged and price lists are adapted on a regular basis. Adherence to the limit framework is regularly monitored by experts on local, regional as well as on group level. In the Cocoa Product Group, the Group attempts to mitigate the effects of the volatility of the combined ratio by means of a central management system which monitors the positions and exposures related to cocoa products globally, taking into account both internal and external demand. The Group’s financial risk management framework related to commodities, foreign currencies, interest rates and liquidity is described in more detail in note 3.7 to the Consolidated Financial Statements. Commodity prices and volatility are affected by various risk factors, including various ESG material topics. While the Group does not directly link specific material ESG topics to this risk category, it recognizes their interconnectedness. Funding and liquidity The Group’s operations are exposed to liquidity, interest rate, foreign currency and credit risks. Volatility in raw material prices and supply chain requirements affect the Group’s working capital requirements and cash flows and could result in funding and liquidity issues. Failure to deliver on key parameters including cash flow could result in a downgrade of the Group’s credit rating and restrict its access to financial markets. The Group has established a robust financial risk management framework and governance structure. The Group’s liquidity is ensured by means of regular Group-wide monitoring and planning of liquidity coordinated by the Group’s centralized treasury department. Financing needs are covered through a combination of adequate credit lines with reputable financial institutions and short- and long-term debt capital market products. In addition, the Group’s treasury policy requires that all foreign currency exposures in a floating currency regime as well as interest rate risk exposures are hedged in accordance with the related limit framework from the moment such exposures are entered into. The Group’s financial risk management framework related to financing and liquidity is described in more detail in note 3.7 to the Consolidated Financial Statements. Credit rating evaluations conducted by rating agencies, along with market prices and volatility pertaining to interest rates and foreign currency exchange rates, are impacted by a multitude of risk factors, encompassing also various ESG material topics. While the Group does not directly link specific material ESG topics to this risk category, it recognizes their interconnectedness. Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 21
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Legal, regulatory and compliance The Group is subject to both international and national laws, regulations and standards in such diverse areas as product safety, product labeling, environment (E1, E3, E4, E5, S4), health and safety, employment and human rights (S1, S2, S3), intellectual property rights, antitrust, anti-bribery and corruption, trade sanctions, data privacy, supply chain traceability (Entity- specific) & supplier due diligence, climate and social related laws and regulations (E1, E3, E4, E5, S1, S2, S3, S4, Entity-specific), corporate transactions and taxes in the countries in which it operates, as well as stock- exchange-listing and disclosure regulations in a constantly changing regulatory environment. Failure to comply with applicable laws and regulations could expose the Group to investigations, litigation, administrative and/or criminal proceedings potentially leading to significant costs, fines and/or criminal sanctions against the Group and/or its directors, officers and employees with possible reputational damage. Dedicated regional and local functional managers, supported by specialized corporate functions and external advisors, ensure compliance with applicable laws and regulations. The Group has robust policies, processes and controls in place in the relevant areas. The Group’s Legal & Compliance department oversees the Group’s compliance program, which ensures awareness of the compliance risks and the Group’s compliance standards. The Code of Conduct, the Supplier Code and other Group policies set out the legal and ethical standards of behavior expected from all employees and selected stakeholders. The Group links the following ESG material topics directly to this key risk category: E1 - Climate change E3 - Water E4 - Biodiversity & ecosystems E5 - Resource use & circular economy S1 - Own workforce S2 - Workers in the value chain S3 - Affected communities S4 - Consumers & end-users G1 - Business conduct Entity-specific - Supply chain traceability Key Risks Risk Description Mitigation Measures ESG Material Topic BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 22
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BUSINESS HIGHLIGHTS 24 Financial Review 29 Business Review 29 Global Chocolate 30 Global Cocoa BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 23
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FINANCIAL REVIEW BUSINESS REVIEW FISCAL YEAR 2025/26 Sales volume developments Barry Callebaut Group delivered sales volume of 2,109,866 tonnes in fiscal year 2025/26, a decrease of -0.7% compared to the prior fiscal year. Sales volume increased by +5.7% in the fourth quarter, supported by strong growth in most regions, particularly Western Europe. Global Chocolate saw a -0.5% volume decrease in fiscal year 2025/26, in a declining chocolate confectionery market according to Nielsen (-4.3%)1. Volume for Food Manufacturers decreased slightly (-0.7%) as a challenging market environment and temporary in- house production shifts for Global Accounts (-2.9%) were partly offset by better momentum for Regional Food Manufacturers. Gourmet volumes increased by +0.8%, driven by double-digit growth in the fourth quarter as the business entered its new pricing cycle. Looking at regional performance within Global Chocolate, Asia Pacific, Middle East and Africa (AMEA) was the strongest contributor. The region saw +9.8% volume growth led by continued momentum in India, market share gains in China and customer wins in Australia. Volume in Central and Eastern Europe (CEE) increased by +1.1% as strong growth for Gourmet and regional Food Manufacturers offset a challenging environment for large Global Accounts. Western Europe saw slightly positive volume growth (+0.2%), ahead of a declining market. Growth was supported by strong fourth quarter momentum in Gourmet as well as Food Manufacturer contracts previously entered into during a period of heightened industry overcapacity. Latin America delivered volume growth of +1.2% reflecting a strong fourth quarter, particularly for Gourmet. North America reported a volume decrease of -6.1%, as a result of network supply disruption in the first half of the year, with an improved second half despite challenging market demand dynamics (-5.8%)1. Global Cocoa saw a -1.8% decrease in sales volume, impacted by lower market demand in the first half of the year. Growth turned strongly positive in the second half (+12.2%) as a result of a low base of comparison and elevated demand following the cocoa market correction earlier in the year, particularly for cocoa powder, which saw some customer restocking. Raw material developments The vast majority of Barry Callebaut's business runs on a cost-plus model, passing on price fluctuations of raw materials as well as other production cost components such as energy cost or freight and transportation cost. During the fiscal year 2025/26, terminal market2 prices for cocoa beans declined as a sizable second consecutive cocoa surplus materialized. On average, cocoa bean prices decreased by -44% versus the prior-year period and closed the period at GBP 4,859. The period saw improvements in West African arrivals, as well as year- on-year growth in production from Latin American origins such as Ecuador and Brazil. Cocoa grindings began to stabilize as the year progressed and continued to recover from their low point in the second quarter of the prior calendar year. These factors helped to bring a continued recovery in global stocks of cocoa beans, as strong origin exports continue to make their way to destination warehouses. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 24 1 Source: Nielsen volume growth excluding e-commerce – 25 countries, September 2025 to August 2026, data subject to adjustment to match Barry Callebaut’s reporting period. Nielsen data only partially reflects the out-of-home and impulse consumption. 2 Source: London terminal market prices for 2nd position, September 2025 to August 2026. Terminal market prices exclude Living Income Differential (LID) and country differentials.
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Global sugar prices averaged -14% lower than the same period last year, as improving supply across major producing regions outpaced steady demand, leading to a global sugar surplus in the 2025/26 crop cycle. In Europe, prices also fell by -14% despite reduced sugar beet plantings in the 2025/26 campaign, reflecting higher than expected yields, a weaker global sugar price environment, and rising stocks as European production and imports continued to exceed demand. Dairy prices remained broadly stable compared to the previous year. Milk supply growth remained robust, keeping global markets well supplied. Hot summer weather supported prices globally, with the dairy protein market continuing to be driven by stronger demand than supply. However, elevated fat inventories continued to cap further price gains. Raw material prices September 2016 to August 2026 Dairy Sugar world Sugar Europe Cocoa 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 -100% -50% 0% 50% 100% 150% 200% 250% 300% 350%Source: Company compiled data, based on key market price indicators Foreign currencies In fiscal year 2025/26, foreign exchange markets remained volatile and the Swiss franc remained strong against most major currencies. The Group is naturally hedged to the extent that it produces and sells products locally and hedges any remaining currency exposure that arises from commercial transactions. For the fiscal year under review, the average exchange rate for the Euro, which accounts for nearly half of the Group’s sales revenue, depreciated by -1.5% against the Swiss franc. The average exchange rate for the US dollar, accounting for more than a quarter of the Group’s sales revenue, depreciated by -6.9% against the Swiss franc. Throughout the fiscal year 2025/26, several key emerging market currencies experienced volatility. The Brazilian real appreciated by +1.7%, the Mexican peso by +3.7% and the Russian ruble by +5.9%. The currency translation effects mentioned above had a cumulative negative impact of -2.4% on sales revenue and -1.5% on EBIT recurring3. Sales revenue in functional currencies 46.6% 27.4% 6.4% 3.2% 3.1% 13.3% Consolidated Income Statement Sales volume in fiscal year 2025/26 decreased by -0.7% to 2,109,866 tonnes impacted by a challenging demand environment. Sales revenue decreased by -15.2% in constant currency (-17.6% in CHF) to CHF 12,189.6 million, reflecting lower cocoa bean-linked sales prices. Gross profit amounted to CHF 1,341.3 million, down -2.9% in constant currency (-5.5% in CHF), partly as a result of lower year- on-year finance cost pass-through. Marketing and sales expenses increased by +4.3% to CHF 184.7 million, which mainly reflects inflation and efforts to develop and sustain markets. General and administration expenses decreased by -3.2% to CHF 581.2 million, mostly from lower transformation costs. Other income decreased marginally to CHF 32.7 million compared to CHF 33.9 million in the prior year, with a similar amount released from previously recognized restructuring provisions. Other expense increased to CHF 67.0 million, compared to CHF 40.5 million in the prior year. The increase consists mainly of impairments to property, plant and equipment, leases and financial assets. Operating profit (EBIT) recurring3 decreased by -14.1% in constant currency (-15.6% in CHF) to CHF 594.0 million, compared to CHF 703.4 million in the prior year. Cocoa profitability was strong as the business captured a more favorable margin environment. This was more than offset by the negative impact of a temporary Gourmet long position in a declining cocoa bean price environment, supply disruption costs and a lower year-on-year pass-through of financing costs. While these factors weighed on EBIT, the financing cost impact was neutral at the Profit before tax level and the temporary Gourmet position was resolved by late summer. EBIT recurring3 per tonne amounted to CHF 282, down -13.4% in constant currency (-14.9% in CHF). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 25 3 Refer to page 141 for detailed recurring results reconciliation. EUR 46.6 % USD 27.4 % BRL 6.4 % MXN 3.2 % RUB 3.1 % Other 13.3 %
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EBIT recurring4 for Global Chocolate was CHF 543.3 million, down -25.2% in constant currency (-26.1% in CHF), due to the long Gourmet position in a declining market environment and supply disruption. EBIT recurring4 for Global Cocoa was CHF 168.2 million, up +92.1% in constant currency (+78.1% in CHF). The strong increase was supported by a more favorable margin environment, which started to normalize in the second half of the year. Corporate and other reported EBIT recurring4 of CHF -117.5 million, broadly similar year-on-year (-0.6% in constant currency, +7.2% in CHF). Operating profit (EBIT) reported amounted to CHF 541.0 million compared to CHF 635.1 million in the prior year. Net one-off operating expenses amounted to CHF 53.0 million (vs. CHF 68.3 million in the prior year). Finance income increased to CHF 46.0 million from CHF 33.0 million in the prior year as a result of a higher average cash balance. Finance expense amounted to CHF 357.9 million, down from CHF 409.9 million in the prior year, reflecting significant free cash flow generation and structural actions to reduce debt. Profit before income tax recurring4 decreased to CHF 286.8 million, from CHF 326.5 million in the prior year, as the strong reduction in net finance costs enabled the Group to recover around two-thirds of the decrease in absolute EBIT recurring4. Income tax expense increased to CHF 71.4 million, from CHF 69.8 million in the prior year due to higher income for tax purposes only. Consequently, the Group's effective tax rate increased to 31.2%, compared to 27.0% in the prior year. On a recurring4 basis, income tax expense decreased to CHF 71.3 million from CHF 76.9 million in the prior year. This corresponds to an effective tax rate of 24.9% (prior year: 23.6%). The slight increase in the effective tax rate on a recurring basis mainly resulted from a somewhat less favorable mix of profit before taxes and a higher impact of income only for fiscal purposes, partly compensated by a positive impact from recognition of tax losses carried forward. Net profit for the period recurring4 decreased by -13.0% in constant currency (-13.7% in CHF) to CHF 215.5 million, compared to the prior year (CHF 249.6 million). Net profit reported amounted to CHF 157.7 million, compared to CHF 188.4 million in the prior year. The decreased EBIT result was partially compensated in net finance costs, with after-tax one-off effects reducing marginally year-on-year. Consolidated Balance Sheet Total assets decreased to CHF 11,707.9 million at the end of August 2026, compared to CHF 12,643.9 million in the prior year. The decrease was mainly attributable to lower inventory values resulting from lower cocoa bean market prices. Net working capital decreased to CHF 2,326.8 million, compared to CHF 3,997.8 million in the prior year. The reduction was driven by the positive impact from lower cocoa bean prices on inventory value and structural actions to reduce the working capital cycle. Actions include diversifying sourcing, leveraging bean blending capabilities, enhancing demand and inventory planning, and greater financing agility through the implementation of the Letter of Credit and Borrowing Base Facility. Net debt decreased to CHF 2,474.2 million from CHF 4,301.3 million, as a result of lower cocoa bean prices driving working capital reductions and significant free cash flow utilized to deleverage. Equity including equity attributable to the shareholders of the parent company and non-controlling interests amounted to CHF 2,807.1 million, compared to CHF 2,627.0 million in the prior year. The increase is mainly reflective of the impacts of cash flow hedges, with net profit for the year largely offset by the dividend paid. The improved debt-to-equity ratio of 88.3%, compared to 164.0% in the prior year, is reflective of the actions to deleverage. Return on invested capital (ROIC) recurring4 declined to 7.3% from 7.9% in the prior year given the reduced operating (EBIT) result, despite decreased levels of capital employed.5,6 Liquidity - debt maturity profile in CHF million 1719 325 118 21 53 0 692 560 270 625 374 220 140 49 1024 375 1125 451 44 37 32 27 18 17 15 15 14 47 20 6 2 Cash 26/27 27/28 28/29 29/30 30/31 31/32 32/33 33/34 34/35 > 2035 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 26 4 Refer to page 141 for detailed recurring results reconciliation. 5 European Bank for Reconstruction and Development. 6 Effectively available amount is reduced by CHF 206.0 million as a result of the issuance of letters of credit covering future broker accounts (see Note 3.4 - "Cash and cash equivalents"). Cash & short term deposits Overdraft and short-term bilateral loans Lease liabilities Borrowing Base Facility (Fully undrawn 31/08/26) EBRD5 loan Schuldscheindarlehen Bonds Other long-term bank debt Revolving Credit Facility (Fully undrawn 31/08/26)6
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Consolidated Cash Flow Statement Operating Cash flow amounted to CHF 2,236.9 million, compared to CHF -42.5 million the prior year, mainly due to the impact of cocoa bean prices on working capital and structural actions to reduce the cash cycle and optimize sourcing. Investing Cash flow amounted to CHF -227.1 million, compared to CHF -269.5 million the prior year. Substantial free cash flow generation yielded higher interest returns, with capital expenditure slightly reduced year on year. Financing Cash flow is an outflow of CHF -2,288.8 million, compared to an inflow of CHF 1,185.8 million in the prior year. Operating cash flow was utilized to reduce debt by repaying term loans, Schuldscheindarlehen and bilateral loan facilities, as well as early bond redemptions totalling EUR 849 million. In contrast, the prior year inflow was reflective of proceeds from the issuance of debt instruments for working capital needs. Free Cash flow amounted to CHF 2,009.8 million, compared to CHF -312.0 million in prior year. The significant increase was driven by lower cocoa bean prices as well as structural actions to enhance the Group's resilience to cocoa bean price volatility, reduce the cash cycle and optimize sourcing. Capital expenditure (CAPEX) reflected in the cash flow statement of CHF 292.2 million slightly decreased compared to the prior year (CHF 295.0 million). The Group's investments relate primarily to enhancing and maintaining manufacturing capabilities, food safety improvements and efficient asset utilization. Capital expenditure in CHF million CAPEX as % of sales revenue Average = 2.7% 3.4% 2.8% 2.7% 2.0% 2.4% 276 241 285 295 292 2021/22 2022/23 2023/24 2024/25 2025/26 Capital markets overview Barry Callebaut share performance Barry Callebaut shares closed at CHF 1,115 on August 31, 2026, +3.2% above the previous year’s closing price. The broad Swiss Performance Index (price) was up +15.6%, while the performance of Swiss Small and Mid Caps (SMIM) increased by +8.6%. The EURO STOXX Food & Beverage Index (price) saw an increase of +7.4%. Key share data as at August 31, 2026 Shares outstanding 5.5 million Closing share price CHF 1,115 Market capitalization CHF 6.1 billion 52-week high (closing) CHF 1,523 52-week low (closing) CHF 1,008 Average daily volume 12,492 shares Source: FactSet and SIX Swiss Stock Exchange. The chart below illustrates the long-term performance of Barry Callebaut shares compared to the relevant indices (2016–2026). Share price development Barry Callebaut vs. indices September 2016 to August 2026 Barry Callebaut AG Switzerland SPI Switzerland SMIM Eurostoxx F&B Barry Callebaut in EUR 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 -50% -25% 0% 25% 50% 75% 100% 125% Source: FactSet and SIX Swiss Stock Exchange. Over a ten-year period (2016–2026), Barry Callebaut shares (-11.0%) underperformed the SMI Small and Mid Cap Index (+59.0%) and the broader SPI Index (price) (+69.0%). Barry Callebaut outperformed against the EURO STOXX Food & Beverage Index (-21.0%), and its return was stronger when calculating the share price in EUR (+4.0%). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 27 Replacement CAPEX Upgrade/efficiency gains IT Additional growth
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Dividend The Board of Directors is proposing to shareholders at the virtual Annual General Meeting of Shareholders (AGM) on December 9, 2026, a payout of CHF 29.00 per share. This is consistent with the company's Focus for Growth action plan for a stable or increasing dividend and a targeted dividend payout ratio above 35% of recurring net profit. The dividend will be paid to shareholders on, or around, January 13, 2027, subject to approval by the Annual General Meeting of Shareholders. Key share capital data The share capital of Barry Callebaut AG as at August 31, 2026, amounted to CHF 109,777, consisting of 5,488,858 fully paid-in shares with a nominal value of CHF 0.02 each. There is one single class of shares in which every share has the same voting power and grants the same entitlement to dividends. The free float, excluding the reference shareholders (Jacobs Investments 2 AG and Renata Jacobs), at the end of August 2026 was 64.4%7 with the majority held by institutional shareholders (holding 53% of total outstanding shares) that are predominantly based in the USA, Switzerland and the United Kingdom. Analyst recommendations During 2025/26, the number of institutions covering Barry Callebaut AG remained stable at 15. At the end of August 2026, three had a buy recommendation and eight had a hold recommendation. Credit ratings Barry Callebaut maintains active relationships with Standard & Poor’s and Moody’s. As at August 31, 2026, current ratings were: • Standard & Poor's: BBB- with outlook negative • Moody's: Baa3 with outlook negative Sustainability: recognition and progress Barry Callebaut’s sustainability performance was again recognized by leading ESG ratings and benchmarks in 2025/26. In 2025, CDP awarded Barry Callebaut an ‘A’ for Climate Change, an ‘A-’ for Forests and a ‘B’ for Water Security. These scores recognize our transparency and our action on emissions, deforestation and water across our value chain. We also received the EcoVadis Continuous Improvement badge, which recognizes the progress of our sustainability performance since our previous assessment. These results build on a strong track record over the decade of Forever Chocolate. Our sustainability performance is also increasingly reflected in our financing. Following the introduction of sustainability-linked features in our financing arrangements in previous years, we completed a EUR 2.0 billion sustainability-linked Borrowing Base Facility in 2025/26, which links financing costs to our performance on key ESG indicators. It builds on the ESG Key Performance Indicators (KPIs) activated in our sustainability-linked revolving credit facilities in 2024/25. Together, these facilities underline the confidence that banks place in our sustainability strategy and its ability to create long-term value. For more information on our approach to ESG, please see our Annual Social and Environmental Impact Report 2025/26. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 28 7 Based on notification through the electronic publication platform of the SIX Swiss Exchange and Share Register. Country split of institutional shareholders Source: NASDAQ 45.8% 26.4% 12.1% 4.0% 11.7% 30.1% 10.0% 5.1%5.0%3.1% 46.7% Jacobs Investments 2 AG Artisan Partners Limited Partnership Renata Jacobs UBS Fund Management (Switzerland) AG Blackrock Other Ownership structure7 as at August 31, 2026 USA Switzerland UK Canada Other
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Global Chocolate BUSINESS REVIEW Global Chocolate saw a -0.5% volume decrease in fiscal year 2025/26, in a declining chocolate confectionery market according to Nielsen (-4.3%)8. Volume for Food Manufacturers decreased slightly (-0.7%) as a challenging market environment and temporary in-house production shifts for Global Accounts (-2.9%) were partly offset by better momentum for Regional Food Manufacturers. Gourmet volumes increased by +0.8%, driven by double-digit growth in the fourth quarter as the business entered its new pricing cycle. Looking at regional performance within Global Chocolate, Asia Pacific, Middle East and Africa (AMEA) was the strongest contributor. The region saw +9.8% volume growth led by continued momentum in India, market share gains in China and customer wins in Australia. Volume in Central and Eastern Europe (CEE) increased by +1.1% as strong growth for Gourmet and regional Food Manufacturers offset a challenging environment for large Global Accounts. Western Europe saw slightly positive volume growth (+0.2%), ahead of a declining market. Growth was supported by strong fourth quarter momentum in Gourmet as well as Food Manufacturer contracts previously entered into during a period of heightened industry overcapacity. Latin America delivered volume growth of +1.2% reflecting a strong fourth quarter, particularly for Gourmet. North America reported a volume decrease of -6.1%, as a result of network supply disruption in the first half of the year, with an improved second half despite challenging market demand dynamics (-5.8%)8. Sales revenue amounted to CHF 8,636.7 million, down -12.0% in constant currency (-14.9% in CHF), as a result of lower cocoa bean-linked sales pricing. EBIT recurring9 for Global Chocolate was CHF 543.3 million, down -25.2% in constant currency (-26.1% in CHF) due to the long Gourmet position in a declining market environment and supply disruption.10 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 29 8 Source: Nielsen volume growth excluding e-commerce – 25 countries, September 2025 to August 2026, data subject to adjustment to match Barry Callebaut’s reporting period. Nielsen data only partially reflects the out-of-home and impulse consumption. 9 Refer to page 141 for detailed recurring results reconciliation. 10 Prior-year figures for sales volume and sales revenue are restated, please refer to Note 1.1 - "Segment information". Sales volume by Segment / Sales Group EBIT recurring9 in CHF m 32% 23% 14% 9% 3% 19% Sales volume10 in thousand tonnes Factories 48 Key figures for Global Chocolate Change in % in constant currency in CHF 2025/26 2024/25 Sales volume10 Tonnes (0.5) % 1,714,245 1,722,443 Sales revenue10 CHF m (12.0) % (14.9) % 8,636.7 10,149.2 EBITDA (recurring)9 CHF m (19.7) % (21.2) % 712.8 904.2 Operating profit (EBIT, recurring)9 CHF m (25.2) % (26.1) % 543.3 735.5 Operating profit (EBIT) CHF m (24.9) % (25.7) % 526.2 708.1 Western Europe North America Central and Eastern Europe Asia Pacific, Middle East and Africa Latin America Global Cocoa 2021/22 2022/23 2023/24 2024/25 2025/26 0 100 200 300 400 500 600 700 800 0 250 500 750 1,000 1,250 1,500 1,750 2,000 EBIT recurring Sales volume
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Global Cocoa BUSINESS REVIEW Global Cocoa saw a -1.8% decrease in sales volume, impacted by lower market demand in the first half of the year. Growth turned strongly positive in the second half (+12.2%) as a result of a low base of comparison and elevated demand following the cocoa market correction earlier in the year, particularly for cocoa powder, which saw some customer restocking. Sales revenue amounted to CHF 3,552.2 million, down -22.2% in constant currency (-23.4% in CHF), mainly driven by lower cocoa prices. EBIT recurring11 for Global Cocoa was CHF 168.2 million, up +92.1% in constant currency (+78.1% in CHF). The strong increase was supported by a more favorable margin environment, which started to normalize in the second half of the year. .11,12,13 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 30 11 Refer to page 141 for detailed recurring results reconciliation. 12 Prior-year figures for sales volume and sales revenue are restated, please refer to Note 1.1 - "Segment information". 13 FY 2025/26 sales revenue of CHF 0.6 million related to the Future Farming Initiative is included within the "Corporate and other" segment and the "Cocoa Products product" group. 81% 19% 2021/22 2022/23 2023/24 2024/25 2025/26 0 20 40 60 80 100 120 140 160 180 0 100 200 300 400 500 Factories 10 Key figures for Global Cocoa Change in % in constant currency in CHF 2025/26 2024/25 Sales volume12 Tonnes (1.8) % 395,621 402,977 Sales revenue12, 13 CHF m (22.2) % (23.4) % 3,552.2 4,639.4 EBITDA (recurring)11 CHF m 54.4 % 45.1 % 243.8 168.0 Operating profit (EBIT, recurring)11 CHF m 92.1 % 78.1 % 168.2 94.5 Operating profit (EBIT) CHF m 69.8 % 56.9 % 154.8 98.6 Global Chocolate Global Cocoa Sales volume by Segment / Sales Group EBIT recurring11 in CHF m Sales volume12 in thousand tonnes EBIT recurring Sales volume
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 31 FINANCIAL REPORTS 32 Consolidated Financial Statements 32 Consolidated Income Statement 32 Consolidated Statement of Comprehensive Income 33 Consolidated Balance Sheet 34 Consolidated Cash Flow Statement 35 Consolidated Statement of Changes in Equity 36 Notes to the Consolidated Financial Statements 36 Basis of Preparation 38 Operating Performance 42 Operating Assets and Liabilities 50 Capital and Financial Risk Management 71 Employees 78 Group Structure and Related Parties 80 Taxes 83 Other Disclosures 85 Statutory Auditor's Report on the Consolidated Financial Statements 91 Financial Statements of Barry Callebaut AG
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CONSOLIDATED FINANCIAL STATEMENTS Consolidated Income Statement Revenue from sales and services 1.1 12,189,572 14,788,581 Cost of goods sold (10,848,297) (13,369,412) Gross profit 1,341,275 1,419,169 Marketing and sales expenses (184,703) (177,027) General and administration expenses (581,201) (600,453) Other income 1.3 32,656 33,907 Other expense 1.3 (67,012) (40,487) Operating profit (EBIT) 1.1 541,015 635,109 Finance income 3.8 45,997 32,996 Finance expense 3.8 (357,919) (409,920) Profit before income tax 229,093 258,185 Income tax expense 6.1 (71,395) (69,807) NET PROFIT FOR THE YEAR 157,698 188,378 of which attributable to: shareholders of Barry Callebaut AG 157,240 185,867 non-controlling interests 3.2 458 2,511 Earnings per share Basic earnings per share (CHF) 3.3 28.67 33.90 Diluted earnings per share (CHF) 3.3 28.54 33.83 for the fiscal year in thousands of CHF Notes 2025/26 2024/25 Consolidated Statement of Comprehensive Income for the fiscal year in thousands of CHF Notes 2025/26 2024/25 Net profit for the year 157,698 188,378 Currency translation adjustments 12,098 (54,357) Effect of cash flow hedges 3.7.9 151,702 (225,233) Tax effect on cash flow hedges 3.7.9 / 6.2 (13,494) 32,726 Items that may be reclassified subsequently to the income statement 150,306 (246,864) Remeasurement of defined benefit plans 4.2 16,383 (6,289) Tax effect on remeasurement of defined benefit plans 6.2 (2,626) 722 Items that will never be reclassified to the income statement 13,757 (5,567) Other comprehensive income for the year, net of tax 164,063 (252,431) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 321,761 (64,053) of which attributable to: shareholders of Barry Callebaut AG 321,777 (66,558) non-controlling interests (16) 2,505 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 32
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Consolidated Balance Sheet Assets as at August 31, in thousands of CHF Notes 2026 2025 Current assets Cash and cash equivalents 3.4 1,718,516 1,905,367 Short-term deposits 130 132 Trade receivables and other current assets 2.5 1,658,208 1,928,811 Inventories 2.4 3,547,878 4,739,940 Income tax receivables 91,657 91,703 Derivative financial assets 3.7 1,580,015 925,595 Total current assets 8,596,404 9,591,548 Non-current assets Property, plant and equipment 2.1 1,716,260 1,614,871 Right-of-use assets 2.2 227,426 277,575 Intangible assets and goodwill 2.3 846,580 861,023 Employee benefit assets 4.2 26,255 24,822 Deferred tax assets 6.2 245,312 245,001 Other non-current assets 49,698 29,078 Total non-current assets 3,111,531 3,052,370 TOTAL ASSETS 11,707,935 12,643,918 in thousands of CHF Notes 2026 2025 Current liabilities Bank overdrafts 3.5 390,476 293,953 Short-term debt 3.5 385,693 1,364,555 Short-term lease liabilities 3.5 43,601 46,529 Trade payables and other current liabilities 2.6 2,495,452 2,471,035 Income tax liabilities 100,380 135,054 Derivative financial liabilities 3.7 1,907,589 951,178 Provisions 2.7 44,140 91,383 Total current liabilities 5,367,331 5,353,687 Non-current liabilities Long-term debt 3.5 3,150,365 4,247,224 Long-term lease liabilities 3.5 222,667 254,531 Employee benefit liabilities 4.2 68,306 82,967 Provisions 2.7 13,667 11,750 Deferred tax liabilities 6.2 69,632 54,541 Other non-current liabilities 8,829 12,265 Total non-current liabilities 3,533,466 4,663,278 TOTAL LIABILITIES 8,900,797 10,016,965 Equity Share capital 3.2 110 110 Retained earnings and other reserves 2,802,413 2,622,140 Total equity attributable to the shareholders of Barry Callebaut AG 2,802,523 2,622,250 Non-controlling interests 3.2 4,615 4,703 TOTAL EQUITY 2,807,138 2,626,953 TOTAL LIABILITIES AND EQUITY 11,707,935 12,643,918 Liabilities and equity as at August 31, BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 33
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Consolidated Cash Flow Statement in thousands of CHF Notes 2025/26 2024/25 Net profit for the year 157,698 188,378 Income tax expense 6.1 71,395 69,807 Depreciation, amortization and impairment 2.1/2.2/2.3 273,209 252,606 Interest expense, net 3.8 287,609 370,420 Loss on disposal of property, plant and equipment and intangible assets, net 1.3 6,919 3,409 Decrease of employee benefit liabilities (2,303) (5,364) Equity-settled share-based payments 4.1 13,764 7,760 Unrealized foreign currency effects (20,550) 104,456 Change in working capital: 1,897,967 (459,724) Inventories cocoa beans 938,061 386,868 Inventories other 1,032,530 (765,348) Write down of inventories 2.4 29,590 54,113 Inventory fair value adjustment (812,560) 1,066,310 Derivative financial assets/liabilities 449,378 (735,549) Trade receivables and other current assets 46,616 69,607 Trade payables and other current liabilities 214,352 (535,725) Provisions less payments 2.7 (46,152) (46,012) Other non-cash effective items 48,014 (10,219) Cash from operating activities 2,687,570 475,517 Interest paid (343,217) (352,745) Income taxes paid (107,454) (165,288) OPERATING CASH FLOW 2,236,899 (42,516) Operating activities for the fiscal year Investing activities for the fiscal year in thousands of CHF Notes 2025/26 2024/25 Purchase of property, plant and equipment 2.1 (276,572) (270,116) Proceeds from sale of property, plant and equipment 10,880 6,588 Purchase of intangible assets 2.3 (15,594) (24,851) Proceeds from sale of intangible assets 28 2 Purchase of short-term deposits (8) (9) Purchase of other non-current assets, net (2,387) (2,178) Receipt of government grants 229 — Interest received 56,304 21,060 INVESTING CASH FLOW (227,120) (269,504) Financing activities for the fiscal year in thousands of CHF Notes 2025/26 2024/25 Proceeds from the issue of short-term debt 3.5 262,804 976,683 Repayment of short-term debt 3.5 (1,563,912) (1,522,845) Proceeds from the issue of long-term debt 3.5 11,120 1,942,642 Repayment of long-term debt 3.5 (786,105) — Payment of lease liabilities 3.5 (50,775) (49,709) Dividend paid to shareholders of Barry Callebaut AG 3.2 (159,080) (159,054) Dividends paid to non-controlling interests (72) — Purchase of treasury shares 3.5 (2,799) (1,880) FINANCING CASH FLOW (2,288,819) 1,185,837 Effect of exchange rate changes on cash and cash equivalents (4,334) (9,012) Net movement in cash and cash equivalents (283,374) 864,805 Cash and cash equivalents at beginning of year 1,611,414 746,609 Cash and cash equivalents at end of year 1,328,040 1,611,414 Net movement in cash and cash equivalents (283,374) 864,805 Cash and cash equivalents 3.4 1,718,516 1,905,367 Bank overdrafts 3.5 (390,476) (293,953) CASH AND CASH EQUIVALENTS AS DEFINED FOR THE CASH FLOW STATEMENT 3.4 1,328,040 1,611,414 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 34
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Consolidated Statement of Changes in Equity as at September 1, 2025 110 (8,347) 4,150,531 (95,151) (1,424,893) 2,622,250 4,703 2,626,953 Currency translation adjustment — — — 1,770 10,778 12,548 (450) 12,098 Effect of cash flow hedges — — — 151,702 — 151,702 — 151,702 Tax effect on cash flow hedges — — — (13,494) — (13,494) — (13,494) Items that may be reclassified subsequently to the income statement — — — 139,978 10,778 150,756 (450) 150,306 Remeasurement of defined benefit plans — — 16,411 — — 16,411 (28) 16,383 Tax effect on remeasurement of defined benefit plans — — (2,630) — — (2,630) 4 (2,626) Items that will never be reclassified to the income statement — — 13,781 — — 13,781 (24) 13,757 Other comprehensive income, net of tax — — 13,781 139,978 10,778 164,537 (474) 164,063 Net profit for the year — — 157,240 — — 157,240 458 157,698 TOTAL COMPREHENSIVE INCOME FOR THE YEAR — — 171,021 139,978 10,778 321,777 (16) 321,761 Application of hyperinflation accounting, net of tax — — 9,278 — (2,739) 6,539 — 6,539 Hedge reserve transferred to initial carrying amount of the hedged item — — — 72 — 72 — 72 Dividend to shareholders — — (159,080) — — (159,080) (72) (159,152) Purchase of treasury shares — (2,799) — — — (2,799) — (2,799) Equity-settled share- based payments — 5,262 8,502 — — 13,764 — 13,764 TOTAL CONTRIBUTIONS AND DISTRIBUTIONS — 2,463 (150,578) — — (148,115) (72) (148,187) as at August 31, 2026 110 (5,884) 4,180,252 44,899 (1,416,854) 2,802,523 4,615 2,807,138 in thousands of CHF Share capital Treasury shares Retained earnings Cash flow hedge reserve Cumulative translation adjustment Total¹ Non- controlling interests Total equity 1 Attributable to the shareholders of Barry Callebaut AG. in thousands of CHF Share capital Treasury shares Retained earnings Cash flow hedge reserve Cumulative translation adjustment Total¹ Non- controlling interests Total equity as at September 1, 2024 110 (14,215) 4,123,314 97,088 (1,366,875) 2,839,422 2,198 2,841,620 Currency translation adjustment — — — 268 (54,610) (54,342) (15) (54,357) Effect of cash flow hedges — — — (225,233) — (225,233) — (225,233) Tax effect on cash flow hedges — — — 32,726 — 32,726 — 32,726 Items that may be reclassified subsequently to the income statement — — — (192,239) (54,610) (246,849) (15) (246,864) Remeasurement of defined benefit plans — — (6,298) — — (6,298) 9 (6,289) Tax effect on remeasurement of defined benefit plans — — 722 — — 722 — 722 Items that will never be reclassified to the income statement — — (5,576) — — (5,576) 9 (5,567) Other comprehensive income, net of tax — — (5,576) (192,239) (54,610) (252,425) (6) (252,431) Net profit for the year — — 185,867 — — 185,867 2,511 188,378 TOTAL COMPREHENSIVE INCOME FOR THE YEAR — — 180,291 (192,239) (54,610) (66,558) 2,505 (64,053) Application of hyperinflation accounting, net of tax — — 5,968 — (3,408) 2,560 — 2,560 Hedge reserve transferred to initial carrying amount of the hedged item — — — — — — — — Dividend to shareholders — — (159,054) — — (159,054) — (159,054) Purchase of treasury shares — (1,880) — — — (1,880) — (1,880) Equity-settled share- based payments — 7,748 12 — — 7,760 — 7,760 TOTAL CONTRIBUTIONS AND DISTRIBUTIONS — 5,868 (159,042) — — (153,174) — (153,174) as at August 31, 2025 110 (8,347) 4,150,531 (95,151) (1,424,893) 2,622,250 4,703 2,626,953 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 35
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Basis of Preparation A. Organization and business activity Barry Callebaut AG (the “Company”) is headquartered in Zurich, Switzerland, at Hardturmstrasse 181. The Company is registered in Switzerland and has been listed on the SIX Swiss Exchange (BARN, ISIN Number: CH0009002962) since 1998. These Consolidated Financial Statements comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is the world’s leading manufacturer of high-quality chocolate solutions across the full spectrum of chocolate, cocoa and non-cocoa alternatives – from sourcing and processing cocoa beans to crafting premium chocolates, fillings and decorations. B. Basis of presentation The Consolidated Financial Statements were authorized for issue by the Board of Directors on November 2, 2026 and are subject to approval by the Annual General Meeting of Shareholders on December 9, 2026. The Consolidated Financial Statements of the Group for the reporting period from September 1, 2025 to August 31, 2026 have been prepared in accordance with International Financial Reporting Standards (IFRS) Accounting Standards as issued by the International Accounting Standards Board (IASB) and comply with Swiss law. The Consolidated Financial Statements have been prepared on the historical cost basis except for certain items for which IFRS Accounting Standards require another measurement basis, in which case this is explicitly stated in the accounting policies. Material accounting policies relevant to the understanding of the Consolidated Financial Statements are included in the corresponding notes. The Group has consistently applied its accounting policies to all periods presented in these Consolidated Financial Statements. The Consolidated Financial Statements are presented in Swiss francs, which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. Due to rounding, the figures presented in the tables may not add up precisely to the totals provided. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 36
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C. Use of judgment and estimates The preparation of financial statements requires management to apply judgment and make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively. Information related to management judgment in applying accounting policies that have the most significant effect on amounts recognized in the Consolidated Financial Statements, together with assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are included in the following notes: Note 2.2 Right-of-use assets: Critical judgments - Determination of the lease term for options to extend or terminate the lease Note 2.3 Intangible assets and goodwill: Significant estimates - Impairment test for cash-generating units (CGUs) containing goodwill, i.e. key assumptions used for value-in-use calculations Note 2.7 Provisions: Significant estimates - Recognition and measurement of provisions Note 4.2 Employee benefits: Significant estimates - Measurement of defined benefit liabilities, i.e. actuarial assumptions Note 6 Income taxes: Significant estimates - Recognition and measurement of current and deferred tax liabilities and assets for uncertain tax positions; availability of future taxable profits against which tax loss carry forwards can be utilized D. Introduction of new and amended IFRS Accounting Standards in 2025/26 and later The Group has adopted amendments to existing IFRS Accounting Standards that are mandatory for periods starting on or after January 1, 2025 with no material impact on the current reporting period. The Group has also performed an assessment of amendments with an effective date beyond this financial year and with planned application in fiscal year 2026/27 and later. Based on this assessment, the Group does not expect a material impact on the Consolidated Financial Statements. IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the International Accounting Standards Board (IASB) issued IFRS 18 "Presentation and Disclosure in Financial Statements", becoming effective on January 1, 2027, replacing IAS 1. The new Standard is to be applied retrospectively. The Group is currently finalizing the impact assessment and implementing the related changes to systems and processes. Whereas no change to the recognition and measurement basis is currently expected, the new Standard impacts the structure of the financial statements and reporting of certain lines items therein. This includes the introduction of a new mandatory subtotal Profit Before Financing and Income Taxes in the Income Statement. Under the new presentation requirements, the Group's current Operating Profit (EBIT) subtotal is expected to be presented as Operating Profit, with the EBIT terminology no longer being used. The IFRS 18 definitions of operating, investing and financing activities are expected to affect the presentation of certain income and expense items, including the reclassification of certain items currently included in finance expenses to the operating category. In addition, IFRS 18 introduces new requirements for the disclosure of Management-defined Performance Measures (MPMs). Certain Alternative Performance Measures (APMs) currently reported by the Group are expected to fall within the scope of these requirements and would therefore become part of the audited financial statements, including related reconciliations. IFRS 18 is also expected to affect the presentation of certain cash flow statement items, including the classification of interest paid. Furthermore, the new Standard will bring additional requirements to the disclosures in the notes to the financial statements. New Standards or amendments to Standards Effective for fiscal year beginning on or after Applied /Planned application by the Group in Lack of Exchangeability (Amendments to IAS 21) January 1, 2025 Fiscal year 2025/26 Annual Improvements to IFRS Accounting Standards - Volume 11 January 1, 2026 Fiscal year 2026/27 Presentation and Disclosure in Financial Statements (IFRS 18, replacing IAS 1) January 1, 2027 Fiscal year 2027/28 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 37
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1 Operating Performance 1.1 Segment information External segment reporting is based on the internal organizational and management structure, as well as on the internal information reviewed regularly by the Chief Operating Decision Maker. Barry Callebaut’s Chief Operating Decision Maker has been identified as the Executive Committee. The Executive Committee considers the business along the value creation process with an end-to-end operational design that centrally drives manufacturing, supply chain, quality and innovation across the geographic regions and product groups. The Global Cocoa segment includes sourcing of ingredients for chocolate production (mainly cocoa, sugar, dairy and nuts) and cocoa-processing business. Global Cocoa generated approximately 56% of its revenues (fiscal year 2024/25: approx. 56%) from transactions with the Global Chocolate segment. Global Cocoa comprises Group-wide sourcing and cocoa-processing functions. Those activities support and benefit the Global Chocolate segment. Therefore, most of its operating profit (EBIT) is allocated to the Chocolate segment. The Global Chocolate segment comprises production of solutions for chocolate experiences, distribution and sale related to the Product Groups of Food Manufacturers (focusing on industrial customers) and Gourmet customers (focusing on products for artisans and professional users such as chocolatiers, pastry chefs or bakers). Beverage products for vending machines are also included. Whereas certain functions such as marketing and sales are strongly linked to local conditions in country clusters, manufacturing and distribution as well as other functions are managed on a global basis. Corporate and other mainly consist of headquarter services (including centralized group functions) and certain other business activities and operating segments that do not meet the quantitative thresholds for reportable segments, such as the Future Farming Initiative (FFI). Financial information by reportable segments 2025/26 in thousands of CHF Global Chocolate Global Cocoa Total segments Corporate and other Eliminations Group Revenue from external customers 8,636,731 3,552,243 12,188,974 598 — 12,189,572 Revenue from transactions with other operating segments of the Group — 4,466,234 4,466,234 — (4,466,234) — Revenue from sales and services 8,636,731 8,018,477 16,655,208 598 (4,466,234) 12,189,572 Operating profit (EBIT) 526,230 154,815 681,045 (140,030) — 541,015 Depreciation and amortization (169,504) (75,541) (245,045) (3,406) — (248,451) Impairment1 (8,922) (15,266) (24,188) (570) — (24,758) Interest income — — — 45,997 — 45,997 Interest expense — — — (333,606) — (333,606) TOTAL ASSETS 4,998,522 5,340,373 10,338,895 2,122,333 (753,293) 11,707,935 Additions to property, plant, equipment, right-of-use assets and intangible assets (226,638) (85,005) (311,643) (3,291) — (314,934) 1 Please refer to Note 1.3 - "Other income and expense" (Impairment of property, plant and equipment, intangible assets and goodwill, and right-of-use assets). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 38
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2024/25 in thousands of CHF Global Chocolate Global Cocoa Total segments Corporate Eliminations Group Revenue from external customers1 10,149,152 4,639,429 14,788,581 — — 14,788,581 Revenue from transactions with other operating segments of the Group — 5,832,256 5,832,256 — (5,832,256) — Revenue from sales and services 10,149,152 10,471,685 20,620,837 — (5,832,256) 14,788,581 Operating profit (EBIT) 708,125 98,626 806,751 (171,642) — 635,109 Depreciation and amortization (168,652) (73,469) (242,121) (3,027) — (245,148) Impairment (9,662) 2,204 (7,458) — — (7,458) Interest income — — — 28,944 — 28,944 Interest expense — — — (399,364) — (399,364) TOTAL ASSETS 5,757,379 5,900,768 11,658,147 1,763,644 (777,873) 12,643,918 Additions to property, plant, equipment, right-of-use assets and intangible assets (258,853) (95,653) (354,506) (19,561) — (374,067) 1 Certain Gourmet customers have been shifted from Global Chocolate to Global Cocoa to better serve them. The minor reallocation represented less than 1% of Global Chocolate volume and sales revenue in fiscal year 2024/25. Segment revenue, segment operating profit (EBIT) and segment assets are measured based on IFRS Accounting Standards principles. Finance income and expense and income taxes are not allocated to the respective segment for internal management purposes. Additional entity-wide disclosures Information on geographical regions Barry Callebaut is domiciled in Switzerland but most of its revenues are generated in other countries. The following table shows revenues reported based on the geographical location of customers and non- current assets other than financial instruments, deferred tax assets and employee benefit assets. Revenue Non-current assets in thousands of CHF 2025/26 2024/25 2025/26 2024/25 USA 2,255,767 2,461,193 335,443 377,166 United Kingdom 847,684 1,169,480 61,530 58,562 Germany 733,909 1,008,541 85,959 83,781 Brazil 698,879 947,711 100,574 101,325 France 688,044 910,124 100,986 93,362 Belgium 643,349 705,266 630,928 594,187 Poland 572,019 780,394 103,399 103,157 Canada 547,619 622,156 288,364 283,171 Rest of World* 5,202,302 6,183,716 1,091,062 1,077,970 TOTAL* 12,189,572 14,788,581 2,798,245 2,772,681 *of which Switzerland 130,574 155,471 47,310 44,273 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 39
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Information on Product Groups The Group has numerous products that are sold to external customers. Therefore, for internal review by the Executive Committee, information on products is aggregated on a Product Group level. The following table breaks down external revenues into Product Groups: Segment information by Product Group in thousands of CHF 2025/26 2024/251 Cocoa Products2 3,552,840 4,639,429 Food Manufacturers 6,796,712 8,094,601 Gourmet 1,840,020 2,054,551 REVENUE FROM EXTERNAL CUSTOMERS 12,189,572 14,788,581 1 Certain Gourmet customers have been shifted to the Food Manufacturers and Cocoa products to better serve them. The minor reallocation represented less than 1% of Gourmet volume and sales revenue in fiscal year 2024/25. 2 FY 2025/26 sales revenue of CHF 0.6 million related to the Future Farming Initiative is included within the "Corporate and other" segment and the "Cocoa Products" product group. In fiscal year 2025/26, the biggest single customer contributed CHF 1,384.6 million or 11.4% of total revenues reported across segments (in fiscal year 2024/25: CHF 2,077.7 million or 14.0%). No other single customer contributed more than 10% of total consolidated revenue. Accounting policies Revenue recognition Revenue from sales and services represent the net sales revenue from raw materials, semi-processed and processed goods transferred to customers and for services related to food processing. Revenue is measured based on the contractually agreed transaction price at the amount which the Group expects to receive in exchange for transferring promised goods or services to the customer. Revenue is generally recognized at the point in time, when control of the goods has been transferred to the customer, which is upon delivery or shipment of the goods, according to the applicable Incoterms®. The payment terms are typically between 30 and 90 days. The Group recognizes revenue over time for highly customized products for which the Group has no alternative use. The nature of the Group’s business means that the production of these goods and its delivery occur in short succession. The revenue for these products is recognized over time using the output method ‘units delivered’. Appropriate provisions are made for all additional costs to be incurred in connection with the sales, including the cost related to returns of goods, which do not meet agreed specifications and quality- related claims. Type of commercial agreement Commercial principle Contract business Partnership agreements/Umbrella agreement The Group enters into long-term partnership/umbrella agreements of between three to ten years, supported by a framework agreement between the Group and the customer governing the conduct of business, payment terms, rights to goods and services. In addition, partnership agreements typically include legally enforceable annual volume purchase commitments. Firm purchase commitments are agreed for delivery periods of typically three to six months. Volume agreements The customer commits to legally enforceable firm purchase commitments for certain volumes of specified goods. The conduct of business is ordinarily governed by Group's general terms and conditions. Price list business Based on forecasted sales and raw materials prices, the Group establishes a price list for the products in its portfolio. The price list then applies to sales for a period of typically three to six months. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group’s Executive Committee. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 40
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1.2 Research and development expenses in thousands of CHF 2025/26 2024/25 RESEARCH AND DEVELOPMENT EXPENSES (33,811) (34,673) Research and development expenses not qualifying for capitalization are directly charged to the Consolidated Income Statement and are reported under “Marketing and sales expenses” and “General and administration expenses”. 1.3 Other income and expense Composition of other income in thousands of CHF 2025/26 2024/25 Release of restructuring provision 20,182 20,659 Litigation, claims and insurance 1,427 1,774 Reversal of impairment of financial instruments — 54 Other 11,047 11,420 TOTAL OTHER INCOME 32,656 33,907 Composition of other expense in thousands of CHF 2025/26 2024/25 Restructuring costs (4,971) (19,375) Loss on disposal of property, plant and equipment and intangible assets (6,919) (3,409) Impairment of property, plant and equipment (Note 2.1) (16,749) (6,912) Impairment of intangible assets and goodwill (Note 2.3) (718) (546) Impairment of right-of-use assets (Note 2.2) (7,291) — Impairment of financial instruments (17,315) — Loss on net monetary position, application of hyperinflation accounting (Note 7.1) (5,267) (5,099) Other (7,782) (5,146) TOTAL OTHER EXPENSE (67,012) (40,487) The BC Next Level strategic investment program, initiated in fiscal year 2023/24, was concluded during the current year. As a result of the progress made in implementing the manufacturing footprint optimization, including the conclusion of negotiations with social partners and the advancement of site closure activities, CHF 20.2 million of restructuring provisions previously recognized were reversed and recorded in other income (see Note 2.7 - "Provisions"; 2024/25: CHF 20.7 million). As of 31 August, 2026, a restructuring provision of CHF 18.5 million remains to cover outstanding obligations (2025: CHF 67.4 million). Impairment losses on property, plant and equipment and right-of-use assets were also primarily attributable to the program. The net loss on disposal of property, plant and equipment was CHF 6.9 million (2024/25: CHF 3.4 million), presented net of a gain of CHF 0.7 million (2024/25: CHF 4.0 million). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 41
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2 Operating Assets and Liabilities 2.1 Property, plant and equipment 2025/26 Land and buildings Plant and machinery Office equipment, furniture and motor vehicles Under construction Totalin thousands of CHF At cost as at September 1, 2025 767,330 2,340,924 135,358 273,542 3,517,154 Additions1 1,885 26,924 927 244,483 274,219 Disposals (26,477) (47,780) (1,334) (6,306) (81,897) Currency translation adjustments 4,515 7,894 577 825 13,811 Reclassifications from under construction 37,804 169,202 9,703 (216,709) — Application of hyperinflation accounting (191) 2,772 646 2,966 6,193 Other reclassifications2 6,984 9,860 (1,830) 2,579 17,593 as at August 31, 2026 791,850 2,509,796 144,047 301,380 3,747,073 Accumulated depreciation and impairment losses as at September 1, 2025 364,526 1,429,699 103,859 4,199 1,902,283 Depreciation 24,429 132,519 11,993 — 168,941 Impairment (Note 1.3) 5,155 9,279 49 2,266 16,749 Disposals (16,238) (45,885) (1,221) (760) (64,104) Currency translation adjustments 2,091 2,980 526 93 5,690 Application of hyperinflation accounting 45 1,005 204 — 1,254 Other reclassifications2 1,215 (53) (1,162) — — as at August 31, 2026 381,223 1,529,544 114,248 5,798 2,030,813 NET AS AT AUGUST 31, 2026 410,627 980,252 29,799 295,582 1,716,260 1 Cash outflow amounted to CHF 276.6 million. Additions in the amount of CHF 3.3 million were prepaid, while payables for "Property, plant and equipment" decreased by the amount of CHF -5.7 million. 2 Reclassified from “Intangible assets” (net CHF 3.9 million) and from "Inventories" spare parts (CHF 13.7 million). 2024/25 Land and buildings Plant and machinery Office equipment, furniture and motor vehicles Under construction Totalin thousands of CHF At cost as at September 1, 2024 736,351 2,267,560 131,640 246,928 3,382,479 Additions1 1,840 3,377 944 293,122 299,283 Disposals (4,921) (59,753) (12,629) (204) (77,507) Currency translation adjustments (18,965) (72,875) (2,271) (9,687) (103,798) Reclassifications from under construction 52,479 187,017 16,911 (256,407) — Application of hyperinflation accounting 479 4,360 578 1,301 6,718 Other reclassifications2 67 11,238 185 (1,511) 9,979 as at August 31, 2025 767,330 2,340,924 135,358 273,542 3,517,154 Accumulated depreciation and impairment losses as at September 1, 2024 364,264 1,381,574 106,366 182 1,852,386 Depreciation 23,371 126,013 11,166 — 160,550 Impairment (Note 1.3) (12,575) 14,549 (84) 4,085 5,975 Disposals (2,862) (52,216) (12,416) (17) (67,511) Currency translation adjustments (7,990) (42,002) (1,593) (51) (51,636) Application of hyperinflation accounting 251 1,692 227 — 2,170 Other reclassifications2 67 89 193 — 349 as at August 31, 2025 364,526 1,429,699 103,859 4,199 1,902,283 NET AS AT AUGUST 31, 2025 402,804 911,225 31,499 269,343 1,614,871 1 Cash outflow amounted to CHF 270.1 million. Additions in the amount of CHF 9.0 million were prepaid, while payables for "Property, plant and equipment"increased by the amount of CHF 20.2 million. 2 Reclassified to “Intangible assets” (net CHF 1.5 million) and from "Inventories" spare parts (CHF 11.1 million). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 42
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Repair and maintenance expenses for the fiscal year 2025/26 amounted to CHF 116.9 million (2024/25: CHF 91.6 million). As at August 31, 2026, no non-currents assets were pledged as security for financial liabilities (2025: nil). Accounting policies Property, plant and equipment The Group periodically reviews the remaining useful lives of assets recognized in “Property, plant and equipment". Property, plant and equipment is measured at the acquisition or construction cost, less accumulated depreciation and accumulated impairment losses. A straight-line method of depreciation is applied through the estimated useful life. Estimated useful lives of major classes of depreciable assets are: Buildings (including warehouses and installations) 20 to 50 years Plant and machinery 5 to 20 years Office equipment, furniture and motor vehicles 3 to 10 years Maintenance and repair expenditures are charged to the income statement as incurred. Property, plant and equipment is tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in form of future economic benefits. If the recoverable amount of an asset has declined below its carrying amount, an impairment loss is recognized to reduce the value of the asset to its recoverable amount. In determining the recoverable amount, the higher of an asset’s fair value less costs of disposal and value in use is considered. Borrowing costs Borrowing costs related to the acquisition, construction, or production of a qualifying asset are capitalized in accordance with IAS 23. A qualifying asset is an asset that necessarily takes a substantial period of time in order to use or sell it as intended by the Group management. 2.2 Right-of-use assets The Group leases land and buildings for use as office and warehouse space. Lease contracts are entered into on an individual basis and contain a wide range of different terms and conditions. Lease terms are typically fixed for a period of two to twelve years. In many cases, lease contracts for buildings contain extension options, which provide operational flexibility and security. Such options are considered individually to determine whether the Group is reasonably certain to exercise the option. Furthermore, the Group maintains a fleet of leased cars with an average lease term of four years and leased vehicles with an average lease term of six years. The average lease term for office equipment is five years. 2025/26 Land and buildings Plant and machinery Office equipment and motor vehicles Totalin thousands of CHF At cost as at September 1, 2025 397,611 409 59,391 457,411 Additions 12,161 297 12,155 24,613 Disposals (39,940) (26) (10,660) (50,626) Currency translation adjustments 1,428 (9) 274 1,693 as at August 31, 2026 371,260 671 61,160 433,091 Accumulated depreciation and impairment losses as at September 1, 2025 149,959 248 29,629 179,836 Depreciation 35,693 117 13,327 49,137 Impairment (Note 1.3) 7,386 — (95) 7,291 Disposals (22,533) (26) (9,397) (31,956) Currency translation adjustments 1,104 (1) 254 1,357 as at August 31, 2026 171,609 338 33,718 205,665 NET AS AT AUGUST 31, 2026 199,651 333 27,442 227,426 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 43
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2024/25 Land and buildings Plant and machinery Office equipment and motor vehicles Totalin thousands of CHF At cost as at September 1, 2024 393,815 1,220 55,402 450,437 Additions 36,643 49 14,061 50,753 Disposals (16,122) (852) (8,449) (25,423) Currency translation adjustments (16,725) (8) (1,623) (18,356) as at August 31, 2025 397,611 409 59,391 457,411 Accumulated depreciation and impairment losses as at September 1, 2024 132,131 959 24,910 158,000 Depreciation 40,886 137 12,701 53,724 Impairment (Note 1.3) — — 937 937 Disposals (16,085) (849) (7,755) (24,689) Currency translation adjustments (6,973) 1 (1,164) (8,136) as at August 31, 2025 149,959 248 29,629 179,836 NET AS AT AUGUST 31, 2025 247,652 161 29,762 277,575 The following expenses related to the Group’s leasing activities are recognized in the income statement: in thousands of CHF 2025/26 2024/25 Expense relating to short-term leases 1,674 4,268 Expense relating to leases of low-value assets 610 868 Expense relating to variable lease payments not included in the measurement of lease liabilities — 13 Lease-related expenses 2,284 5,149 Depreciation of right-of-use assets 49,137 53,724 Interests on lease liabilities 11,941 12,224 TOTAL AMOUNT RECOGNIZED IN THE INCOME STATEMENT 63,362 71,097 In fiscal year 2025/26, the Group’s total cash outflow for lease payments was CHF 65.0 million, including interest paid (2024/25: CHF 67.1 million). Accounting policies Definition of a lease At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. Recognition and measurement of a lease The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the future lease payments that are not paid at the commencement date, discounted using the incremental borrowing rate defined on a Group level, specific to the currency of the lease contract. Lease payments included in the initial measurement of the lease liability include for example fixed payments and variable payments that depend on an index or rate, which are initially measured using the index or rate at the commencement date. The lease liability is subsequently measured at amortized cost using the effective interest method, decreased by lease payments made. The lease liability is remeasured in case of changes in future lease payments (i.e. index-based rents) or any changes in the assessments of extension or termination options. For such remeasurements, a corresponding adjustment generally is made to the right-of-use asset. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability, plus any initial direct costs incurred, an estimate of costs for restoration obligations, payments made at or before the commencement date and less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the end of the useful life of the underlying asset (determined on the same basis as those of property, plant and equipment). In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The Group applies judgment to determine the lease terms for lease contracts that include renewal or termination options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term which significantly affects the amount of right-of-use assets and lease liabilities recognized in the balance sheet. Short-term leases and leases of low- value assets The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less, and do not contain a purchase option, and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 44
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2.3 Intangible assets and goodwill 2025/26 Goodwill Brand names and licenses Internally generated intangible assets Other / Under development Totalin thousands of CHF At cost as at September 1, 2025 777,700 56,975 545,818 37,664 1,418,157 Additions1 — — 1,681 14,421 16,102 Disposals — — (32,607) (8,386) (40,993) Currency translation adjustments 4,255 122 1,869 (136) 6,110 Reclassifications from under development — — 15,369 (15,369) — Other reclassifications2 — 2,481 (37,648) 31,294 (3,873) as at August 31, 2026 781,955 59,578 494,482 59,488 1,395,503 Accumulated amortization and impairment losses as at September 1, 2025 42,743 55,809 428,320 30,262 557,134 Amortization — 1,198 28,380 795 30,373 Impairment (Note 1.3) — — — 718 718 Disposals — — (32,586) (8,372) (40,958) Currency translation adjustments — 118 1,742 (204) 1,656 Other reclassifications2 — (1,176) (11,037) 12,213 — as at August 31, 2026 42,743 55,949 414,819 35,412 548,923 NET AS AT AUGUST 31, 2026 739,212 3,629 79,663 24,076 846,580 1 Cash outflow amounted to CHF 15.6 million excluding the increase of payables on intangible assets of CHF 0.5 million. 2 Reclassified to “Property, plant and equipment” (net CHF 3.9 million). 2024/25 Goodwill Brand names and licenses Internally generated intangible assets Other / Under development Totalin thousands of CHF At cost as at September 1, 2024 792,343 57,264 556,780 38,353 1,444,740 Additions1 — — 5,021 19,010 24,031 Disposals — — (31,871) — (31,871) Currency translation adjustments (14,643) (289) (3,656) (1,617) (20,205) Reclassifications from under development — — 17,845 (17,845) — Other reclassifications2 — — 1,699 (237) 1,462 as at August 31, 2025 777,700 56,975 545,818 37,664 1,418,157 Accumulated amortization and impairment losses as at September 1, 2024 42,743 54,776 434,172 30,213 561,904 Amortization — 1,237 28,806 831 30,874 Impairment (Note 1.3) — — 14 532 546 Disposals — — (31,871) — (31,871) Currency translation adjustments — (204) (2,919) (1,196) (4,319) Other reclassifications2 — — 118 (118) — as at August 31, 2025 42,743 55,809 428,320 30,262 557,134 NET AS AT AUGUST 31, 2025 734,957 1,166 117,498 7,402 861,023 1 Cash outflow amounted to CHF 24.9 million including the reduction of payables on intangible assets of CHF 0.8 million. 2 Reclassified from “Property, plant and equipment” (net CHF 1.5 million). Additions and reclassification from under development to internally generated intangible assets amounted to CHF 17.0 million in fiscal year 2025/26 (2024/25: CHF 22.9 million), and mainly related to various internal software development projects. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 45
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Impairment testing for cash-generating units containing goodwill The carrying amount of goodwill for the Group of CHF 739.2 million (2025: CHF 735.0 million) has been allocated to the segments as follows: as at August 31, in thousands of CHF 2026 2025 Global Cocoa 367,259 362,553 Global Chocolate 371,954 372,404 TOTAL 739,213 734,957 Goodwill acquired in a business combination is allocated to the respective segment that is expected to benefit from the synergies of the business combination, at acquisition date. Due to the Group’s fully integrated business the segments represent the lowest level within the Group at which goodwill is monitored for internal management purposes. Thus, the impairment test is performed on a segment level. For the impairment test, the recoverable amount of a cash-generating unit (CGU) is based on its value- in-use and is compared to the carrying amount of the corresponding CGU. Future cash flows are discounted using a pre-tax rate that reflects current market assessments based on the weighted average cost of capital (WACC). The Group ordinarily performs its impairment test during the fourth quarter of the fiscal year. This approach was chosen because the Mid-Term Plan, covering the next five fiscal years, is ordinarily updated annually in the third quarter. The Mid-Term Plan is based on the assumption that there are no major changes to the Group’s organization. The residual value is calculated from an estimated continuing value, which is primarily based on the fifth year of the Mid-Term Plan. The terminal growth rate used for determining the residual value does not exceed the expected long-term growth rate of the industry. The annual impairment tests did not result in an impairment loss in fiscal year 2025/26 (2024/25: none). The key sensitivities in the impairment test are the WACC, as well as the terminal growth rate. Key assumptions used for value-in-use calculations 2026 2025 Discount rate Terminal growth rate Discount rate Terminal growth rate Global Cocoa 11.2 % 0.6 % 10.3 % 1.4 % Global Chocolate 10.2 % 0.4 % 9.5 % 1.1 % The Group has carried out a sensitivity analysis, containing various scenarios. Taking reasonable possible changes in key assumptions into account, no reasonable scenario exists where a CGU's recoverable amount falls below its carrying amount. Accounting policies Goodwill Goodwill on acquisitions is the excess of acquisition date fair value of the total consideration transferred, plus the recognized amount of any non-controlling interest in the acquiree and the acquisition date fair value of assets acquired, liabilities and contingent liabilities assumed. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually on the same date or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Negative goodwill is recognized directly in the Consolidated Income Statement. At the acquisition date, any acquired goodwill is allocated to each of the cash-generating units (CGUs). The Group defines its CGUs for goodwill impairment testing based on the way that it monitors and derives economic benefits from the acquired goodwill. The impairment tests are performed by comparing the carrying value of the assets of these CGUs with their recoverable amount, based on their value in use, which corresponds to their future projected cash flows discounted at an appropriate pre-tax rate of return. The cash flows correspond to estimates made by Group Management in financial plans and business strategies covering a period of five years after making adjustments to consider the assets in their current condition. They are then projected in perpetuity using a multiple which corresponds to a steady growth rate. The Group assesses the uncertainty of these estimates by making sensitivity analyses. Where the recoverable amount of the CGUs is less than the carrying amount, an impairment loss is recognized. An impairment loss in respect of goodwill is never subsequently reversed. Research and development costs Research costs are expensed as incurred. Development costs for projects related to recipes and product innovations are capitalized as an intangible asset if it can be demonstrated that the project is expected to generate future economic benefits, if it is probable that those future economic benefits will flow to the entity, and the costs of the asset can be measured reliably. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Development costs that have been capitalized are amortized on a straight-line basis over the period of their expected useful life. The amortization periods adopted do not exceed five years. Brand names, licenses and other intangible assets Other acquired intangible assets include brand names, licenses, customer relationships, patents and trademarks, software and projects to improve processes. Patents and licenses are amortized over their period of validity. All other intangible assets are amortized on a straight-line basis over their anticipated useful lives not exceeding ten years. The amortization charge is included in the positions “General and administration expenses” and “Cost of goods sold” in the Consolidated Income Statement. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 46
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2.4 Inventories as at August 31, in thousands of CHF 2026 2025 Cocoa beans stocks 1,188,088 1,784,002 Semi-finished and finished products 2,013,788 2,646,858 Other raw materials and packaging materials 346,002 309,080 TOTAL INVENTORIES 3,547,878 4,739,940 As at August 31, 2026, the value of cocoa and chocolate inventories designated in a hedging relationship amounted to CHF 2,910.4 million (2025: CHF 3,286.7 million), on which a fair value hedge adjustment of CHF 575.1 million was recorded (2025: CHF -243.7 million). For further details of hedged inventories refer to Note 3.7.9 – “Effect of hedge accounting on the financial position and performance”. In 2025/26, materials used of CHF 9,524.4 million (2024/25: CHF 12,088.7 million) were recognized as an expense during the year and included in “Cost of goods sold”. In fiscal year 2025/26, inventory write-downs of CHF 29.6 million were recognized as an expense (2024/25: CHF 54.1 million). As at August 31, 2026, inventory pledges amounted to CHF 19.7 million (2025: CHF 103.6 million). Accounting policies Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises the costs of materials, direct production costs including labor costs and an appropriate proportion of production overheads and factory depreciation. Generally the weighted average method is used to assign the cost of inventories. Those inventories that are allocated as hedged items in a fair value hedge relationship are adjusted for the change in the fair value attributable to the hedged cocoa price risk. 2.5 Trade receivables and other current assets as at August 31, in thousands of CHF 2026 2025 Trade receivables 863,186 1,234,311 Accrued income 57,585 58,502 Loans and other receivables 258,973 149,719 Other current financial assets 36,267 34,296 Receivables representing financial assets 1,216,011 1,476,828 Prepayments 184,258 149,553 Other current non-financial assets 317 944 Other tax receivables and receivables from government 257,622 301,486 Other receivables 442,197 451,983 TOTAL TRADE RECEIVABLES AND OTHER CURRENT ASSETS 1,658,208 1,928,811 The Group runs asset-backed securitization programs, whereby trade receivables are sold at their nominal value minus a discount in exchange for cash. The amount of the receivables sold net of discounts as at August 31, 2026, was CHF 580.8 million (2025: CHF 687.0 million). This amount was derecognized from the balance sheet. The amount is the combination of the gross value of the receivables sold of CHF 642.2 million (2025: CHF 764.6 million) and the discount applicable of CHF 61.4 million (2025: CHF 77.7 million). Net amounts payable to these programs amounted to CHF 112.3 million as at August 31, 2026 (2025: CHF 140.7 million), consisting of the balance of receivables collected before the next rollover date of CHF 173.7 million (2025: CHF 218.3 million), less the discount on receivables sold of CHF 61.4 million (2025: CHF 77.7 million). The discount is retained by the programs to establish a dilution reserve, a yield reserve, and an insurance first loss reserve. These amounts are included in Note 2.6 – “Trade payables and other current liabilities” on a net basis. Trade receivables with the fair value of CHF 149.1 million (and CHF 150.0 million nominal amount) as at August 31, 2026 (2025: fair value CHF 227.7 million, nominal amount CHF 229.1 million), are held for realization through sale under the asset-backed securitization programs and are therefore classified as measured at fair value through profit or loss. All other trade receivables, accrued income, loans, other receivables and other current financial assets are measured at amortized cost. Interest expense paid under the asset-backed securitization programs amounted to CHF 24.9 million (2024/25: CHF 29.8 million) and was reported under “Interest expense”. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 47
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For detailed information about the expected credit losses calculated on the Group’s financial assets measured at amortized cost refer to Note 3.7.4 – “Credit risk and concentration of credit risk”. Accounting policies Trade receivables Trade receivables, with the exception of those receivables that are managed under the asset-backed securitization programs, are stated at amortized cost, less lifetime expected credit losses. The Group maintains asset-backed securitization programs for trade receivables, transferring the contractual rights to the cash flows of third-party trade receivables at their nominal value minus a discount. These receivables are derecognized from the balance sheet. The net amount reported under “Loans and other receivables” or “Other payables” is the amount of the discount, minus the receivables already collected at the balance sheet date, but not yet remitted to the asset-purchasing company. Before being sold, the receivables that are managed under the asset-backed securitization programs are classified as financial assets measured at fair value through profit or loss. Other financial assets Other financial assets are the items reported in the lines "Accrued Income", “Loans and other receivables” and “Other current financial assets”. Other financial assets are classified as measured at amortized cost less expected impairment losses. The Group’s other financial assets have contractual cash flows that are solely principal, and the Group’s interest and business model is to hold these assets to collect contractual cash flows. All purchases and sales of financial assets are recognized on the trade date. Financial assets are recognized when the Group becomes a party to the contractual provisions and are initially measured at fair value, which represents the transferred consideration, plus transaction costs. Financial assets are derecognized when the Group loses control of the contractual rights to the cash flows of the assets. Such control is lost when the rights and benefits specified in the contract are realized, expired, or are surrendered. Allowance for impairment losses of financial assets At each reporting date, the Group recognizes an impairment allowance for financial assets measured at amortized cost. The impairment allowance represents the Group’s estimates of lifetime expected credit losses, which are the present value of the cash shortfalls over the expected life of the financial assets. Impairment losses are reflected in the allowance account of the respective financial asset class and recognized in the Consolidated Income Statement as follows: Financial asset class Line item in Consolidated Income Statement Cash and cash equivalents Finance expense Deposits Other expense Trade receivables Revenue from sales and services Other receivables Other expense Other financial assets Other expense 2.6 Trade payables and other current liabilities as at August 31, in thousands of CHF 2026 2025 Trade payables 1,350,956 1,480,419 Accrued expenses 220,030 249,700 Other payables 707,847 409,722 Payables representing financial liabilities 2,278,833 2,139,841 Accrued wages and social security 152,397 136,013 Other taxes and payables to government 62,186 190,955 Deferred income 2,036 4,226 Other liabilities 216,619 331,194 TOTAL TRADE PAYABLES AND OTHER CURRENT LIABILITIES 2,495,452 2,471,035 Other payables consist mainly of liabilities towards payment service providers, see below, payables related to asset-backed securitization programs, see Note 2.5 - “Trade receivables and other current assets”, and outstanding ledger balances with commodity brokers. Supplier finance arrangements The Group engages in supplier finance arrangements (SFA) to streamline the settlement of Trade payables to suppliers. These arrangements involve invoice and payment processing services with financial institutions. Despite these arrangements, the Group remains obligated to adhere to the original payment terms agreed upon with suppliers, and no extension of payment terms is offered or sought. Suppliers have the option to participate in these arrangements and may elect for early payment from financial institutions. The Group has no influence over such consideration for early payment by suppliers and the commercial terms between the Group and suppliers remain unaffected by the suppliers' decision. No collateral is pledged to financial institutions, neither any securities provided. SFA are integrated in the Group's risk management, namely liquidity and concentration risk. SFA are implemented with multiple financial institutions across multiple countries, which minimizes the risk of the Group being forced to pay earlier than the originally agreed terms. Payment terms with suppliers are determined by several factors, including market conditions, supplier financials, and sourcing origins, leading to diverse payment terms avoiding concentration risks. The terms comply with applicable regulations and align with the Group's operating cycle, which exceeds 180 days reflecting long supply chains. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 48
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as at August 31, in thousands of CHF 2026 2025 Carrying amount of trade payables that are part of a SFA 632,587 683,050 of which suppliers already received payment from financial institutions 605,536 649,957 There were no significant non-cash changes to the trade payables included in supplier finance arrangements. as at August 31, 2026 2025 in thousands of CHF Invoices from suppliers Invoices from suppliers Contractually agreed payment terms in SFA not in SFA in SFA not in SFA Less than 30 days 4,123 331,056 1,739 356,578 Between 31 and 60 days 1,120 209,280 2,970 199,699 Between 61 and 120 days 16,158 84,591 9,997 96,712 Between 121 and 180 days 611,186 93,442 668,344 144,380 TOTAL 632,587 718,369 683,050 797,369 In addition, the Group participates in a supplier finance arrangement with payment service providers under which selected supplier invoices are paid by the providers at the original invoice due date and the Group reimburses the providers at a later contractually agreed date. The arrangement is used as part of the Group's working capital management and does not change the payment terms agreed with suppliers. The related liabilities are presented within Trade payables and other current liabilities, specifically within "Other payables", because they remain linked to supplier invoices and are settled within the Group's normal operating cycle. The liabilities towards payment service providers as at August 31, 2026 amounted to CHF 245.6 million (of which CHF 140.3 million with payment due in less than 30 days and CHF 105.3 million between 31 and 60 days). This arrangement was introduced during fiscal year 2025/26; accordingly, there were no such liabilities as at August 31, 2025. Accounting policies Trade payables and other current financial liabilities Trade payables and other current financial liabilities are initially recognized at fair value, net of transaction costs, when the Group becomes a party to the contractual provisions. They are subsequently carried at amortized cost using the effective interest rate method. A financial liability is derecognized when the obligation is discharged, cancelled, or expires. The Group applies IFRS 9’s policy option to derecognize financial liabilities when irrevocable payment instructions are submitted through an electronic payment system, provided the Group cannot cancel the payment and settlement risk is insignificant. Trade payables including those in SFA are non-interest bearing and are settled in line with the terms originally agreed with the supplier. Invoices settled through these programs are classified as Trade payables as the original liability remains substantially unmodified. Payments made under these programs are included in operating cash flows as they remain operational in nature. 2.7 Provisions in thousands of CHF Restructuring Litigation & claims Other Total as at September 1, 2025 67,403 19,086 16,644 103,133 Additions 4,971 8,045 14,435 27,451 Use of provisions (33,682) (7,130) (611) (41,423) Release of unused provisions (20,182) (5,730) (6,268) (32,180) Currency translation adjustments (54) 376 504 826 AS AT AUGUST 31, 2026 18,456 14,647 24,704 57,807 of which: Current 18,456 10,790 14,894 44,140 Non-current — 3,857 9,810 13,667 Restructuring Restructuring provisions primarily comprise direct expenditures arising from restructuring initiatives, notably severance payments and other costs directly linked to closure of facilities. During fiscal year 2025/26, the BC Next Level strategic investment program was concluded. As a result, the restructuring provision was utilized in line with the execution of related measures and adjusted to reflect updated estimates of remaining obligations. At August 31, 2026, the restructuring provision amounted to CHF 18.5 million and represents management's best estimate of future cash outflows relating to restructuring measures, primarily severance cost. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 49
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Litigation & claims The amount includes provisions for certain litigation and claims that have been recognized to cover legal, tax and administrative disputes that arise in the ordinary course of business for which, by their nature, the timing or the amount are difficult to predict. This includes, but is not limited to, customer, labor and non-income tax claims. Other provisions Other provisions comprise obligations arising from various risks, primarily relating to onerous contracts, non-income tax matters and warranties. The majority of these provisions is expected to be utilized within the next two years. Additions of CHF 14.4 million recognized during the fiscal year mainly relate to new provisions for onerous contracts, for which the unavoidable costs of fulfilling the contractual obligations are expected to exceed the economic benefits to be received. Accounting policies Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate thereof can be made. Provisions are recorded for identifiable claims and restructuring costs. Restructuring provisions mainly comprise employee termination payments. Specific provisions for restructuring costs are recorded at such time as the management approves the decision to restructure and a formal plan for restructuring is communicated. Provisions are recognized for onerous contracts when the unavoidable costs of meeting contractual obligations exceed the expected economic benefits. The provision is measured based on the present obligation arising from the contract. 3 Capital and Financial Risk Management 3.1 Capital management The Group continues to apply its policy to maintain a sound capital base to support the continued development of the business. The Board of Directors seeks to maintain a prudent balance between debt and equity. Under the Focus for Growth action plan, the Group proposed a dividend of CHF 29.00 per share, in line with its commitment to a stable or increasing dividend. The form of the payout recommended by the Board is reviewed on an annual basis. The final payout form and amount is subject to the decision at the Annual General Meeting of Shareholders. The Group’s subsidiaries have complied with applicable local statutory capital requirements. 3.2 Equity Share capital and dividends The issued share capital amounts to CHF 0.1 million (2025: CHF 0.1 million) and is divided into 5,488,858 registered shares with a nominal value of CHF 0.02 (2025: CHF 0.02). All of the issued shares are fully paid and validly issued and are not subject to calls for additional payments of any kind. The Company has one class of shares, which carries no right to a fixed dividend. By resolution of the Annual General Meeting on December 10, 2025 the shareholders approved the proposed distribution of dividends in the amount of CHF 29.00 per share, effected through a dividend payment out of retained earnings in the amount of CHF 159.1 million. The payment was made to shareholders on January 14, 2026. During the fiscal year 2024/25, the payout of CHF 29.00 per share was effected through a dividend payment out of retained earnings in the amount of CHF 159.1 million. The payment was made to shareholders on January 9, 2025. Treasury shares Treasury shares are valued at weighted average cost and have been deducted from equity. The book value of the treasury shares as at August 31, 2026, amounted to CHF 5.9 million (2025: CHF 8.3 million). The fair value of the treasury shares as at August 31, 2026, amounted to CHF 5.3 million (2025: CHF 6.6 million). As at August 31, 2026, the number of outstanding shares amounted to 5,484,120 (2025: 5,482,701) and the number of treasury shares to 4,738 (2025: 6,157). During this fiscal year, 2,500 shares have been purchased and 3,919 transferred to employees and members of the Board of Directors under the employee stock ownership program (2024/25: 2,500 purchased; 4,588 transferred). Retained earnings As at August 31, 2026, retained earnings contain legal reserves of CHF 5.9 million (2025: CHF 8.4 million), which are not distributable to the shareholders pursuant to Swiss law. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 50
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Cash flow hedge reserve Hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that are expected to occur. For further detail about the hedge reserves, refer to Note 3.7.9 – “Effect of hedge accounting on the financial position and performance”. Cumulative translation adjustment (CTA) Cumulative translation adjustments comprise all foreign currency differences arising from the translation of the financial statements of foreign operations. Movements in non-controlling interests in thousands of CHF 2025/26 2024/25 as at September 1, 4,703 2,198 Non-controlling share of profit/(loss) 458 2,511 Dividend paid to non-controlling shareholders (72) — Non-controlling share of other comprehensive income (474) (6) AS AT AUGUST 31, 4,615 4,703 The non-controlling interests are not material for the Group. Accounting policies Transactions with non-controlling interests The Group applies the policy of treating transactions with non-controlling interests equal to transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal to non-controlling interests are also recorded in equity. 3.3 Earnings per share in CHF 2025/26 2024/25 Basic earnings per share (CHF) 28.67 33.90 Diluted earnings per share (CHF) 28.54 33.83 The following amounts of earnings have been used as the numerator in the calculation of basic and diluted earnings per share: in thousands of CHF 2025/26 2024/25 Net profit for the year attributable to shareholders of Barry Callebaut AG, used as numerator for basic earnings per share 157,240 185,867 Adjusted net profit for the year used as numerator for diluted earnings per share 157,240 185,867 The following numbers of shares have been used as the denominator in the calculation of basic and diluted earnings per share: 2025/26 2024/25 Number of shares issued 5,488,858 5,488,858 Weighted average number of treasury shares held (4,248) (5,788) Weighted average number of ordinary shares outstanding, used as denominator for basic earnings per share 5,484,610 5,483,070 Dilution potential of equity-settled share-based payments 24,178 11,300 Adjusted weighted average number of ordinary shares, used as denominator for diluted earnings per share 5,508,788 5,494,370 3.4 Cash and cash equivalents Cash and cash equivalents amounted to CHF 1,718.5 million as at August 31, 2026 (2025: CHF 1,905.4 million), and comprised cash on hand, cheques, bank balances and bank deposit balances with an original maturity of 90 days or less. Bank overdrafts amounted to CHF 390.5 million as at August 31, 2026 (2025: CHF 294.0 million), and are repayable on demand, forming an integral part of the Group’s cash management. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the Consolidated Cash Flow Statement. Replacement of futures’ cash collaterals with letters of credit The Group is engaged in a letter of credit structure whereby third parties provide cash collaterals for derivatives on behalf of the Group up to an exposure of CHF 206.0 million (2025: CHF 292.0 million). This amount is covered by two support letters of credit issued by third-party banks which are collateralized supporting letters of credit by the providers of the Revolving Credit Facility. The available amount of the Revolving Credit Facility is reduced by the total volume of the letters of credit issued (CHF 206.0 million as at August 31, 2026). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 51
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3.5 Debt and lease liabilities 3.5.1 Short-term debt and lease liabilities as at August 31, Carrying amounts in thousands of CHF 2026 2025 Bank overdrafts 390,476 293,953 Commercial paper — 242,862 Short-term loans 60,632 454,243 Short-term portion of long-term loans and Senior Notes 325,049 667,438 Other 12 12 Short-term debt 385,693 1,364,555 Short-term lease liabilities 43,601 46,529 SHORT-TERM DEBT AND LEASE LIABILITIES 819,770 1,705,037 Bank overdrafts, short-term debt and lease liabilities are mainly denominated in EUR and XOF as shown in the table below: as at August 31, 2026 2025 Split per currency Interest range Interest range in thousands of CHF Amount from to Amount from to AUD 29,532 1.93 % 7.32 % 27,131 1.93 % 5.61 % CAD 1,974 1.78 % 5.63 % 1,839 1.78 % 5.15 % CHF 30,134 (0.11) % 3.96 % 243,396 (0.10) % 3.96 % EUR 312,704 0.73 % 7.05 % 776,352 0.16 % 5.33 % GBP 11,378 0.93 % 14.30 % 130,843 0.93 % 14.30 % MAD 1,945 4.42 % 14.72 % 1,475 4.00 % 14.72 % MYR 2,815 3.43 % 5.91 % 2,983 0.34 % 6.09 % NGN 5,120 25.00 % 28.00 % 8,636 28.50 % 28.50 % USD 31,304 1.84 % 8.45 % 25,194 1.03 % 6.24 % XOF 381,920 2.30 % 12.49 % 255,860 3.90 % 12.49 % Other 10,944 0.52 % 38.37 % 231,328 0.78 % 53.63 % TOTAL 819,770 1,705,037 3.5.2 Long-term debt and lease liabilities as at August 31, Carrying amounts in thousands of CHF 2026 2025 Senior Notes 2,880,818 3,664,029 Schuldscheindarlehen 192,459 516,183 Other loans 77,088 67,012 Total long-term debt 3,150,365 4,247,224 Long-term lease liabilities 222,667 254,531 LONG-TERM DEBT AND LEASE LIABILITIES 3,373,032 4,501,755 The Group's diversified long-term debt portfolio has a balanced maturity profile. The weighted average maturity of the long-term debt and lease liabilities (i.e. without any portion falling due in less than 12 months) slightly changed from 4.92 years as at August 31, 2025 to 4.39 years as at August 31, 2026. as at August 31, in thousands of CHF 2026 2025 2026/27 — 365,685 2027/28 847,562 1,217,429 2028/29 638,279 716,759 2029/30 401,876 398,551 2030/31 (and thereafter for 2025) 643,267 1,803,331 2031/32 (and thereafter for 2026) 842,048 — LONG-TERM FINANCIAL LIABILITIES 3,373,032 4,501,755 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 52
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Long-term debt and lease liabilities are denominated primarily in EUR and CHF and transacted predominantly at fixed interest rates. as at August 31, 2026 2025 Split per currency Amount Interest range Amount Interest range in thousands of CHF from to from to CAD 47,156 1.78 % 5.63 % 49,750 1.78 % 5.15 % CHF 1,403,563 0.42 % 3.96 % 1,431,265 0.42 % 3.96 % EUR 1,799,325 0.73 % 7.05 % 2,887,825 0.16 % 5.33 % INR 27,576 7.47 % 8.82 % 16,435 7.47 % 8.13 % MYR 15,986 3.43 % 5.91 % 18,488 0.34 % 6.09 % USD 57,011 1.84 % 8.45 % 71,200 1.03 % 6.24 % Other 22,415 0.52 % 38.37 % 26,792 0.52 % 53.63 % LONG-TERM FINANCIAL LIABILITIES 3,373,032 4,501,755 3.5.3 Overview debt instruments as at August 31, in issuance currency, in millions Outstanding amount Debt instrument Issuance Maturity Issuance Currency Issuance Amount Interest rate type 2026 2025 CHF 240M 1.8% Senior bond May-24 May-26 CHF 240 Fixed — 240 CHF 225M 1.95% Senior bond Jan-24 Jan-28 CHF 225 Fixed 225 225 CHF 270M 2.05% Senior bond May-24 May-30 CHF 270 Fixed 270 270 CHF 160M 1.8% Senior bond Jan-25 Jan-31 CHF 160 Fixed 160 160 CHF 375M 2.3% Senior bond Jan-24 Jan-32 CHF 375 Fixed 375 375 CHF 220M 2.4% Senior bond May-24 May-34 CHF 220 Fixed 220 220 CHF 140M 2.1% Senior bond Jan-25 Jan-35 CHF 140 Fixed 140 140 EUR 900M 3.75% Senior bond Feb-25 Feb-28 EUR 900 Fixed 500 900 EUR 700M 4% Senior bond Jun-24 Jun-29 EUR 700 Fixed 601 700 EUR 850M 4.25% Senior bond Feb-25 Aug-31 EUR 850 Fixed 500 850 Schuldscheindarlehen Feb-19 Feb-26 EUR 104 Fixed — 104 Schuldscheindarlehen Feb-19 Feb-26 EUR 88 Floating — 88 Schuldscheindarlehen Feb-19 Feb-27 EUR 132 Fixed 132 132 Schuldscheindarlehen Feb-19 Feb-27 CHF 21 Fixed 21 21 Schuldscheindarlehen Feb-19 Feb-27 EUR 122 Floating 122 122 Schuldscheindarlehen Jul-20 Jan-27 EUR 18 Fixed 18 18 Schuldscheindarlehen Jul-20 Jan-27 CHF 5 Fixed 5 5 Schuldscheindarlehen Jul-20 Jan-27 EUR 55 Floating 47 47 Schuldscheindarlehen Jul-20 Jul-28 EUR 82 Fixed 82 82 Schuldscheindarlehen Jul-20 Jul-28 EUR 46 Floating 45 45 Schuldscheindarlehen Feb-19 Feb-29 EUR 12 Fixed 12 12 Schuldscheindarlehen Feb-19 Feb-29 EUR 10 Floating 10 10 Schuldscheindarlehen Jul-20 Jul-30 EUR 57 Fixed 57 57 EBRD loan1 Apr-23 Apr-30 EUR 52 Floating 52 52 External Commercial Borrowing Oct-23 Sep-28 USD 6 Floating 6 6 External Commercial Borrowing Jan-24 Sep-28 USD 4 Floating 4 4 External Commercial Borrowing Apr-24 Sep-28 USD 5 Floating 5 5 External Commercial Borrowing May-24 Sep-28 USD 6 Floating 6 6 External Commercial Borrowing Dec-25 Sep-28 USD 4 Floating 4 — External Commercial Borrowing Jul-26 Jul-29 USD 8 Floating 8 — External Commercial Borrowing Jul-26 Jul-30 USD 3 Floating 3 — Borrowing Base Facility Apr-26 Apr-27 EUR 400 Floating — — Borrowing Base Facility Apr-26 Apr-29 EUR 1,200 Floating — — Revolving Credit Facility2, 3 Oct-23 Oct-28 EUR 1,313 Floating — — 1 European Bank for Reconstruction and Development. 2 Subject to covenants, see Note 3.7.5 - "Liquidity risk". 3 Effectively available amount is reduced by CHF 206 million as a result of the issuance of letters of credit covering future broker accounts (see Note 3.4 - "Cash and cash equivalents"). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 53
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Fiscal year 2025/26 activities In April 2026, the Group: • entered into a committed Borrowing Base Facility for an amount of EUR 1,600 million of which EUR 400 million is maturing April 2027 and EUR 1,200 million maturing April 2029. A further EUR 400 million is uncommitted and only becomes available when certain market price conditions are met. In June 2026, the Group: • did a partial repurchase of Euro-denominated Senior Notes with a nominal value of EUR 849 million. Fiscal year 2024/25 activities In October 2024, the Group: • entered into a Revolving Credit Facility for an amount of EUR 620 million maturing October 2026. In January 2025, the Group: • issued two Swiss franc Senior bonds totaling CHF 300 million of which CHF 160 million maturing in January 2031 and CHF 140 million maturing in January 2035. In February 2025, the Group: • issued two Euro Senior bonds totaling EUR 1,750 million of which EUR 900 million maturing in February 2028 and EUR 850 million maturing in August 2031. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 54
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3.5.4 Changes in liabilities and equity from financing activities as at September 1, 2025 1,364,556 4,247,221 301,059 4,150,531 110 (8,347) 4,703 10,059,833 Financing Cash flows (1,301,108) (774,985) (50,775) (159,080) — (2,799) (72) (2,288,819) Proceeds from the issue of short-term debt 262,804 — — — — — — 262,804 Repayment of short- term debt (1,563,912) — — — — — — (1,563,912) Proceeds from the issue of long-term debt — 11,120 — — — — — 11,120 Repayment of long- term debt — (786,105) — — — — — (786,105) Payment of lease liabilities — — (50,775) — — — — (50,775) Dividend payment — — — (159,080) — — — (159,080) Purchase of treasury shares — — — — — (2,799) — (2,799) Dividends paid to non- controlling interests — — — — — — (72) (72) Other changes related to liabilities 322,245 (321,871) 15,984 — — — — 16,358 Amortized structuring fee — 12,025 — — — — — 12,025 Change in accrued finance expense other — (3,393) — — — — — (3,393) New leases and modifications — — 12,725 — — — — 12,725 Foreign exchange movements 5,832 (14,090) 3,259 — — — — (4,999) Reclassification 316,413 (316,413) — — — — — — Other changes related to equity — — — 188,801 — 5,262 (16) 194,047 AS AT AUGUST 31, 2026 385,693 3,150,365 266,268 4,180,252 110 (5,884) 4,615 7,981,419 Financial liabilities Equity in thousands of CHF Short- term debt Long- term debt Lease liabilities Retained Earnings Share capital Treasury shares Non- controlling interests Total Financial liabilities Equity in thousands of CHF Short- term debt Long- term debt Lease liabilities Retained Earnings Share capital Treasury shares Non- controlling interests Total as at September 1, 2024 1,264,751 2,988,093 311,931 4,123,314 110 (14,215) 2,198 8,676,182 Financing Cash flows (546,162) 1,942,642 (49,709) (159,054) — (1,880) — 1,185,837 Proceeds from the issue of short-term debt 976,683 — — — — — — 976,683 Repayment of short- term debt (1,522,845) — — — — — — (1,522,845) Proceeds from the issue of long-term debt — 1,942,642 — — — — — 1,942,642 Repayment of long- term debt — — — — — — — — Payment of lease liabilities — — (49,709) — — — — (49,709) Dividend payment — — — (159,054) — — — (159,054) Purchase of treasury shares — — — — — (1,880) — (1,880) Dividends paid to non- controlling interests — — — — — — — — Other changes related to liabilities 645,967 (683,514) 38,837 — — — — 1,290 Amortized structuring fee — 8,699 — — — — — 8,699 Change in accrued finance expense other — (17,232) — — — — — (17,232) New leases and modifications — — 49,142 — — — — 49,142 Foreign exchange movements (19,578) (9,436) (10,305) — — — — (39,319) Reclassification 665,545 (665,545) — — — — — — Other changes related to equity — — — 186,271 — 7,748 2,505 196,524 AS AT AUGUST 31, 2025 1,364,556 4,247,221 301,059 4,150,531 110 (8,347) 4,703 10,059,833 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 55
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Accounting policies Financial liabilities Financial liabilities are initially recognized at fair value, net of transaction costs, when the Group becomes a party to the contractual provisions. They are subsequently carried at amortized cost using the effective interest rate method. The Group applies IFRS 9’s policy option to derecognize financial liabilities when irrevocable payment instructions are submitted through an electronic payment system, provided the Group cannot cancel the payment and settlement risk is insignificant. Recognition and measurement of a lease; Short-term leases and leases of low- value assets The accounting policies relating to the recognition and measurement of right-of-use assets, including the exemptions applied for short-term leases and leases of low-value assets, are presented in Note 2.2 - "Right-of-use assets". 3.6 Capital and lease commitments, guarantees and contingencies Capital and lease commitments as at August 31, in thousands of CHF 2026 2025 Property, plant and equipment 55,893 55,290 Intangible assets 1,506 1,628 Leased assets 57 214 TOTAL CAPITAL AND LEASE COMMITMENTS 57,456 57,132 In the current fiscal year, Property, plant and equipment commitments are mainly related to equipment for new production sites or additional production lines in multiple countries. Guarantees in favor of third parties Group companies have issued guarantee commitments as at August 31, 2026 in the amount of CHF 0.7 million (2025: CHF 2.8 million). These are mainly related to the re-insurance captive entity and towards third-party suppliers. 3.7 Financial risk management The nature of its business exposes the Group to a variety of financial risks including the effects of changes in market prices (commodity prices, foreign exchange rates, and interest rates) as well as credit risks and liquidity risks. The Group’s overall strategy for managing these risks is consistent with the Group’s objectives to maintain cost leadership, reduce earnings volatility in a cost-effective manner and minimize potential adverse effects of such market exposures on the financial performance of the Group. The Group’s sourcing centers and Treasury department continuously monitor and hedge the exposures to commodity price risk, foreign currency and interest rate risk. The Group Commodity Risk Committee (GCRC) and Finance Committee regularly review, and monitor, the adherence to policies and defined risk limits. The Group manages its business based on the following two business models: • Contract business: sales contracts for cocoa ingredients and industrial or gourmet chocolate, where Barry Callebaut has entered into contracts with customers to deliver fixed quantities at fixed prices. These contractually fixed prices are generally based on the forward market prices of the raw material components valid at the contract date for the forward delivery date on which the cocoa ingredients or chocolate is planned to be delivered to the customers. • Price list business: Barry Callebaut sets price lists for certain Gourmet products. These price lists are regularly updated, for a period of typically three to six months. Customers buy products based on the issued price lists without fixed commitments on quantities. 3.7.1 Commodity price risks a) Commodity risk management The manufacturing of the Group’s products requires raw materials such as cocoa beans, sugar and sweeteners, dairy, nuts, oils and fats. Therefore, the Group is exposed to commodity price risks. The Group’s sourcing centers manage the commodity risk in compliance with the Group Commodity Risk Management (GCRM) Policy. The GCRC monitors the Group’s commodity risk management activities and acts as the decision-making body for the Group in this respect. The members of the GCRC include the Group’s Chief Financial Officer (CFO) who acts as Chairman of the Committee, the President of Global Cocoa, the Chief Procurement Officer, the VP Finance Operations, the CFO Global Cocoa, and the VP Global Cocoa Trading & Sourcing. The GCRC reports to the Group’s Audit, Risk & Compliance Committee (ARCC) and must inform the latter about key Group commodity risk issues and the key mitigation decisions taken. The ARCC reviews and approves GCRC requests and ensures that the commodity risk management strategy is consistent BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 56
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with the Group’s objectives. It also sets the Group’s Value at Risk (VaR) limit for the major raw material components. The ARCC makes recommendations to the Board of Directors and advises the Board of Directors on important risk matters and/or asks for approval. The Board of Directors is the highest approval authority for all GCRM matters and approves the GCRM Policy as well as the Group VaR limit. The Group applies a 95% ten-day VaR limit to manage the consolidated exposure to commodity price risk. The VaR framework of the Group is based on the standard historical VaR methodology, taking 2,000 days (equivalent to seven years) and 200 days (equivalent to 9 months) of the most recent prices, based on which the day-to-day relative price changes are calculated. The historical VaR is a simulation of past market conditions and does not predict the future movement in commodity prices. Therefore it does not represent actual losses. It only represents an indication of the future commodity price risks based on historical volatility. The VaR is applied to materials with prices considered to exceed certain volatility levels (e.g. cocoa beans and cocoa products, dairy products, sugar and sweeteners, nuts, oils and fats). The historical VaR values the positions in these materials based on current price levels and applies historical price changes to model the potential loss on the current valuation. The VaR methodology also takes into account the valuation of cocoa bean differential and cocoa product ratio positions which are recognized into profit and loss only upon realization of the underlying contracts. As at August 31, 2026, the Group had a total VaR (basis 2,000-day price history) for raw materials of CHF 19.2 million (2025: CHF 17.5 million), and a total VaR (basis 200-day history) of CHF 28.4 million (2025: CHF 25.1 million). The average VaR (basis 2,000-day history) over the fiscal year 2025/26 was CHF 16.1 million (2024/25: CHF 45.4 million), and the average VaR (basis 200-day history) was CHF 22.3 million (2024/25: CHF 80.3 million). The VaR limit has been reduced to reflect the current position, market volatility and price level. The VaR is used together with stress test scenarios. The GCRC allocates the Group VaR limit into VaR limits for cocoa and non-cocoa raw materials such as sugar, dairy, oils and fats. These two VaR limits are then allocated to limits in tonnes to the related risk reporting units for each of the two areas. b) Cocoa price risk and the Group’s hedging strategy The Group’s purchasing and sourcing centers make decisions regarding the procurement and risk management of cocoa beans, semi-finished cocoa products, and ingredients, including mitigating the risk associated with commodity price fluctuations. Within the limits as established by the ARCC, these centers may also engage in trading activities with the objective of generating profits from fluctuations in raw material prices. The fair value of the Group’s open sales and purchase commitments, as well as its inventory, fluctuates with price movements in the respective commodity markets and is consequently hedged in accordance with the Group’s policy. To assess the exposure to cocoa bean price risk inherent in various cocoa ingredients and chocolate inventories, purchase and sales contracts, the cocoa processing entities convert the volumes of these positions into cocoa bean equivalents, employing technical yields to determine the quantity of cocoa beans required to produce the given volumes of cocoa ingredients. These technical ratios vary depending on the type of cocoa ingredient and the cocoa-processing units. The chocolate entities calculate the bean equivalent in their positions using prevailing market/commercial ratios. Based on these approaches and ratios, the entities enter into the appropriate volume of hedging instruments to mitigate the cocoa bean price risk component in their positions. All hedging instruments are consolidated on a Group level and the remaining exposure is hedged against third parties. It is the Group’s policy to hedge its cocoa price risk resulting from its inventories, and purchase and sales contracts "back-to-back", respecting the limits given by the ARCC and to the extent hedging instruments exist. The cocoa price risk component in cocoa inventories, purchase and sales contracts as well as chocolate inventories and sales contracts are hedged with exchange traded or over-the-counter cocoa bean derivatives applying fair value hedge accounting. The Group also applies cash flow hedge accounting whereby the cocoa price risk and foreign exchange risk from forecasted sales are hedged with cocoa bean futures and foreign exchange forward contracts. The cocoa bean price risk component is contractually specified in the purchase and sales contracts of cocoa ingredients and chocolate products. Therefore, the cocoa bean price risk component is considered separately identifiable and reliably measurable in the Group’s hedged items (cocoa ingredients purchase contracts, cocoa inventories, chocolate inventories, cocoa ingredients sales contracts and chocolate sales contracts) as well as in its hedging instruments (cocoa bean futures and other contracts accounted for as derivatives). For cocoa purchase contracts as well as for cocoa and chocolate inventories, the cocoa price risk component is hedged applying fair value hedge accounting using cocoa bean derivatives traded on exchanges or over-the-counter. Consequently, this leads to derivative assets and liabilities as well as an inventory fair value adjustment. The same applies for chocolate sales contracts under the cost-plus model. For projected sales of the price list business the Group employs cash flow hedge accounting to hedge the cocoa price risk utilizing cocoa bean futures. The foreign exchange risk component, where applicable, is hedged separately in the same manner as the cocoa price risk component by using foreign exchange forward contracts. For further reference, refer to section "Foreign currency risk". 3.7.2 Foreign currency risks The Group operates across the world and consequently is exposed to multiple currency risks, albeit primarily in CHF, EUR, USD, and GBP. The Group actively monitors its transactional currency exposures and consequently enters into foreign currency hedges with the aim of preserving the value of assets, commitments, and anticipated transactions. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 57
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All risks relating to foreign currency exposures of assets and liabilities, certain unrecognized firm commitments and highly probable forecasted purchases and sales are centralized as far as possible within the Group’s Treasury department, where the hedging strategies are defined. Accordingly, the consolidated foreign currency exposures are hedged in compliance with the Group’s Treasury Policy, mainly by means of forward currency contracts entered into with financial institutions of a high credit rating, applying either fair value hedge accounting for open balances or cash flow hedge accounting for commitments. The Group’s Treasury Policy imposes a dual risk control framework of both open position limits and near-time fair valuation of net currency exposures. Both levels of control are substantially interlinked, avoiding excessive net currency exposures and substantial volatility in the Consolidated Income Statement. The Group’s Treasury department is supervised by the Group Finance Committee, which meets on a regular basis. The Group Finance Committee monitors the Group’s foreign currency risk position and acts as a decision-taking body for the Group in this respect. The Group Finance Committee consists of the Group’s CFO, the VP Finance Operations, the VP Group Accounting & Reporting, and other Group Finance stakeholders. The Group’s Treasury Policy, giving guidance on treasury risk management including foreign currency and interest rate risks, is approved by the ARCC. The Group’s Risk Management department reviews the consistency of the Group’s treasury management strategy with the Group’s Treasury Policy and reports the status to the Group’s CFO periodically. The ARCC is informed by the CFO about the status and important matters in their quarterly meetings and approves requests of the Group Finance Committee on important treasury risk matters including foreign currency risks for recommendation to the Board of Directors. The Board of Directors is the highest approval authority for all Group Treasury Risk Management matters. The following table provides an overview of the net exposure of CHF, EUR, USD, and GBP against the main functional currencies in the Group. According to the Group’s Treasury Policy, foreign exchange exposures are hedged on an intraday basis as from identification, in line with the approved exposure limits. In case of limited deviations from the agreed foreign exchange exposure limits, approval has to be sought from the Group’s Treasury and Risk Management departments. For significant deviations, approval from the ARCC is required. Companies with the same functional currency are shown in one group. The CFA in Côte d’Ivoire, XOF, and respectively Cameroon, XAF, both have fixed-rate regimes. At present, both are pegged, independently from each other, at 656 per Euro. The Serbian dinar (RSD) is a managed floating exchange rate linked to the EUR. Net foreign currency exposures against major functional currencies as at August 31, 2026 2025 Net exposure in thousands of CHF/EUR/USD/GBP CHF EUR USD GBP CHF EUR USD GBP CHF — (11) (2,005) (674) — (4,642) (611) (6,003) EUR (1,882) — 1,392 (14,360) 3,811 — (8) 348 USD (83) (397) — 186 (389) (355) — 321 BRL — (220) (180) — — 654 63 — GHS 1 2 1,737 — 1 2 3,020 — MXN — (56) (6,293) — — (119) (3,900) — RSD — (116,636) (4) — — (95,520) (3) — RUB — 3,469 5,163 360 — 3,101 47,785 360 XAF (33) 52,351 46 — — 77,425 — — XOF 12 17,618 (129) 13 — 59,770 — — TOTAL (1,985) (43,880) (273) (14,475) 3,423 40,316 46,346 (4,974) In order to quantify and manage the Group’s consolidated exposure to foreign currency risks, the historical VaR has been implemented. The VaR concept serves as the analytical instrument for assessing the Group’s foreign currency risk incurred under normal market conditions. The VaR indicates the loss which, within a time horizon of one day, will not be exceeded at a confidence level of 95% using seven years of historical market prices for each major currency pair. The VaR is used together with the calculation of the expected shortfall and worst cases, as well as the use of stress test scenarios. The VaR is based on static exposures during the time horizon of the analysis. However, the simulation of past market conditions is not predicting the future movement in foreign currency rates. Therefore, it does not represent actual losses. It only represents an indication of future foreign currency risks. As at August 31, 2026, the Group had a VaR of CHF 0.4 million (2025: CHF 1.6 million). The average VaR over the fiscal year 2025/26 was CHF 1.3 million (2024/25: CHF 1.6 million). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 58
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Value at Risk per main exposure currencies as at August 31, Value at Risk on net exposures in thousands of CHF Total for the Group and per main exposure currencies 2026 2025 TOTAL GROUP 418 1,603 CHF 7 16 EUR 376 1,190 GBP 56 39 USD 75 708 Others 66 25 Diversification effect 28% 19% 3.7.3 Interest rate risks The Group is exposed to changes in interest rates through its short- and long-term debt obligations. The Group’s Treasury department manages and oversees the financing of the Group, and therefore the related interest rate risks. To the extent possible, it provides the necessary liquidity in the required functional currency for the companies of the Group. Consequently, the Group’s debt obligations are adjusted with the real currency mix of the Group’s liabilities in order to reflect the correct exposure to interest rates. It is the Group’s policy to manage its interest costs using an optimal mix of fixed and floating rate debt. This is achieved by entering into interest rate derivative instruments in which the Group exchanges at fixed and floating interest rates. To avoid volatility in the Consolidated Income Statement, cash flow hedge accounting is applied to those derivative instruments. As described in Note 3.7.2 - “Foreign currency risks”, the Group’s Treasury department is supervised by the Group Finance Committee, which meets on a regular basis. The Group Finance Committee monitors the Group’s interest rate risk and acts as a decision-taking body for the Group in this respect. The Group’s Treasury Policy also covers the management of interest rate risks. The VP Finance Operations reports the status periodically to the Group’s CFO, who informs the ARCC in their quarterly meetings. The ARCC approves requests from the Group Finance Committee on important treasury matters, including interest rate risks, and provides recommendations to the Board of Directors, which is the highest approval authority for all Group treasury matters. The following schedule provides an overview of all interest-bearing items per year-end closing: as at August 31, in thousands of CHF 2026 2025 Fixed interest-bearing items Carrying amount of financial liabilities 3,458,530 4,603,221 Reclassification due to interest rate derivative 216,134 278,360 NET FIXED INTEREST POSITION 3,674,664 4,881,581 Floating interest-bearing items Carrying amount of financial assets (1,718,646) (1,905,500) Carrying amount of financial liabilities 734,272 1,603,463 Reclassification due to interest rate derivative (216,134) (278,360) NET FLOATING INTEREST POSITION (1,200,508) (580,397) Sensitivity analysis on interest rate risks The following table shows the impact of a parallel shift of interest rates by 100 basis points (bps) up and 100 bps down on the Group’s equity and Consolidated Income Statement, net of tax. The calculation is performed on both, the portion of the outstanding debt (excluding the asset-backed securitization programs; see Note 2.5 - “Trade receivables and other current assets”) at floating interest rates and the outstanding derivatives exchanging floating into fixed interest rates at the respective year-end. This sensitivity analysis only indicates the potential impact for the respective fiscal year at the prevailing conditions in the financial markets. Consequently, it does not represent actual or future gains or losses, which are strictly managed and controlled, as stipulated by the Group’s Treasury Policy. as at August 31, 2026 2025 Impact on Income statement Equity Income statement Equity in thousands of CHF 100 bps increase 100 bps decrease 100 bps increase 100 bps decrease 100 bps increase 100 bps decrease 100 bps increase 100 bps decrease Floating rate bearing items 9,003 (9,003) — — 6,263 (6,263) — — Interest rate swaps 363 (363) 648 (669) — — 2,530 (2,613) TOTAL INTEREST RATE SENSITIVITY 9,366 (9,366) 648 (669) 6,263 (6,263) 2,530 (2,613) BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 59
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3.7.4 Credit risk and concentration of credit risk Credit risk arising from customers, i.e. the risk of counterparties defaulting, is governed by the Group’s Credit Management Policy. This policy defines the Group’s credit management process such as the roles and responsibilities of the regional credit control organization, the initial customer account approval, setting and changing credit limits and payment terms, regular monitoring controls, collection effort process, credit insurance procedures, and credit allowances. System controls ensure a credit control assessment is conducted when accepting customers’ new orders and before goods are dispatched whenever a customer’s credit limit is exceeded due to outstanding or overdue open amounts. The Group also mitigates credit risk through the use of asset-backed securitization programs and factoring facilities (see Note 2.5 - “Trade receivables and other current assets”). The Group’s credit risk exposure also arises from derivative financial instruments, i.e. foreign exchange derivatives, interest rate derivatives, and commodity derivatives, which are entered into with financial institutions. The Group has foreign exchange and interest rate derivatives with financial institutions acting on an international scale and having sound credit ratings. In case of commodity derivatives, the Group enters into cocoa futures transactions on the New York and/or London terminal markets through its brokers. The mark-to-market exposures in relation to these hedging contracts are regularly and substantially collateralized pursuant to margin agreements in place with such counterparties. Counterparty exposures towards such financial institutions are monitored through limit utilization on a regular basis by the Group’s Treasury department and reported to the Group Finance Committee and the ARCC. As at August 31, 2026, the largest customer represents 10% (2025: 11%) whereas the ten biggest customers represent 36% (2025: 40%) of trade receivables. The Group does not have a material credit risk concentration as it maintains a large, geographically diverse customer base. The extent of the Group’s credit risk exposure is represented by the aggregate balance of amounts receivable, reduced by the effects of netting arrangements with counterparties. The maximum nominal credit risk exposure in the event all other parties fail to perform their obligation was CHF 4,556.4 million as at August 31, 2026 (2025: CHF 4,317.8 million). All financial assets measured at amortized cost are first assessed for individual impairment. Subsequently, expected credit loss is calculated by applying either the annualized Credit Default Swap rates (CDS) of the country of product delivery (pro rated in line with average payment terms or, in the case of Cash and Cash Equivalents, pro rated to 7 days) and a premium of 25 basis points or, where available, the individual annualized CDS of the counterparty (pro rated in line with average payment terms or, in the case of Cash and Cash Equivalents, pro rated to 7 days). The net (income) / expense representing additions to the allowance for impairment losses and releases of the unused allowance recognized according to the approach described above amounted to CHF 19.0 million in 2025/26 (2024/25: CHF -2.8 million). The following table summarizes the expected credit losses on the Group’s trade receivables at balance sheet date: Aging of trade receivables as at August 31, in thousands of CHF 2026 2025 TOTAL TRADE RECEIVABLES MEASURED AT AMORTIZED COST, GROSS 740,102 1,029,623 of which: insured receivables 572,176 723,682 uninsured receivables with an individual balance over CHF 1 million 78,313 224,060 uninsured receivables with an individual balance below CHF 1 million 89,613 81,881 Less lifetime expected credit losses for trade receivables (25,987) (22,979) TOTAL TRADE RECEIVABLES MEASURED AT AMORTIZED COST (NOTE 3.7.8) 714,115 1,006,644 of which: not overdue 678,590 955,778 lifetime expected credit losses for trade receivables not overdue (13,103) (8,595) expected credit loss rate 1.93% 0.90% past due less than 90 days 37,353 56,658 lifetime expected credit losses for trade receivables past due less than 90 days (1,366) (1,064) expected credit loss rate 3.66% 1.88% past due more than 90 days 24,159 17,187 lifetime expected credit losses for trade receivables past due more than 90 days (11,518) (13,319) expected credit loss rate 47.68% 77.50% BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 60
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Movements in allowance for impairment losses of financial assets The movements in allowance for impairment losses of financial assets are as follows: in thousands of CHF Cash and cash equivalents Deposits Trade receivables Other receivables Other financial assets Total as at September 1, 2025 1,541 1 22,979 11,492 33 36,046 Changes to expected credit losses on financial assets 741 — 16,851 9,830 3 27,425 Write-offs (120) — (7,334) (5,034) — (12,488) Unused amounts reversed (268) — (6,527) (1,626) (2) (8,423) Currency translation adjustments (32) — (75) (8) (1) (116) Reclassification — — 93 (93) — — AS AT AUGUST 31, 2026 1,862 1 25,987 14,561 33 42,444 in thousands of CHF Cash and cash equivalents Deposits Trade receivables Other receivables Other financial assets Total as at September 1, 2024 1,255 2 27,274 11,770 35 40,336 Changes to expected credit losses on financial assets 752 — 6,161 2,360 — 9,273 Write-offs (1) — (1,125) (82) — (1,208) Unused amounts reversed (509) — (9,340) (2,247) (1) (12,097) Currency translation adjustments 43 (1) 10 (309) (1) (258) Reclassification 1 — (1) — — — AS AT AUGUST 31, 2025 1,541 1 22,979 11,492 33 36,046 3.7.5 Liquidity risk Liquidity risk arises through a surplus of financial obligations over available financial assets due at any point in time. The Group’s liquidity is ensured by means of regular Group-wide monitoring and planning of liquidity coordinated by the Group’s Treasury department. Financing needs are covered through a combination of adequate credit lines with reputable financial institutions as well as through short-term and long-term debt capital market instruments (see Note 3.5 - “Financial liabilities”). Contractual maturities The table below provides an overview of undiscounted contractual maturities for financial liabilities and derivatives based on the earliest date on which the Group is obliged to pay: as at August 31, 2026 in thousands of CHF Carrying amount In the first year In the second to the fifth year After five years Contractual amount Non-derivative financial liabilities Bank overdrafts 390,476 390,476 — — 390,476 Short-term debt 385,693 388,223 — — 388,223 Trade payables 1,350,956 1,350,956 — — 1,350,956 Lease liabilities 266,268 53,813 140,860 130,583 325,257 Long-term debt 3,150,365 94,156 2,654,601 762,782 3,511,539 Other current liabilities 927,878 927,878 — — 927,878 Derivatives Interest rate derivatives net (Inflow) / Outflow (6,171) (2,103) (3,402) — (5,505) Currency derivatives Inflow (31,727) (30,613) (91,740) — (122,353) Outflow 24,538 2,458,739 90,527 — 2,549,266 Commodity derivatives Inflow 220,821 (4,420,732) (260,776) — (4,681,508) Outflow 120,111 3,114,475 18,764 — 3,133,239 TOTAL NET 6,799,208 4,325,268 2,548,834 893,365 7,767,468 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 61
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as at August 31, 2025 in thousands of CHF Carrying amount In the first year In the second to the fifth year After five years Contractual amount Non-derivative financial liabilities Bank overdrafts 293,953 293,953 — — 293,953 Short-term debt 1,364,555 1,369,400 — — 1,369,400 Trade payables 1,480,419 1,480,419 — — 1,480,419 Lease liabilities 301,059 56,755 160,245 143,210 360,210 Long-term debt 4,247,224 132,540 2,948,086 1,769,127 4,849,753 Other current liabilities 659,422 659,422 — — 659,422 Derivatives Interest rate derivatives net (Inflow) / Outflow (6,528) (3,964) (2,750) — (6,714) Currency derivatives Inflow (9,757) (333,122) (22,863) — (355,985) Outflow 13,632 1,539,486 22,916 — 1,562,402 Commodity derivatives Inflow (571,733) (5,083,461) (120,571) — (5,204,032) Outflow 599,969 2,363,369 413 — 2,363,782 TOTAL NET 8,372,215 2,474,797 2,985,476 1,912,337 7,372,610 Covenants Certain debt instruments of the Group are subject to covenants such as a minimum profitability per metric ton, a minimum interest cover ratio and a minimum tangible net worth value (equity less intangible assets and goodwill) which must be complied with at each reporting date. None of these instruments are classified as non-current as they either become due within the next 12 months or were fully undrawn as at August 31, 2026. The Group has complied with all covenants as at August 31, 2026 and would have had the right to defer settlement for at least 12 months. 3.7.6 Derivative financial assets and liabilities and hedge accounting as at August 31, 2026 2025 in thousands of CHF Derivative financial assets Derivative financial liabilities Derivative financial assets Derivative financial liabilities Cash flow hedges Interest rate risk 3,925 — 6,528 — Commodity price risk 56,512 302 203 98,999 Foreign exchange risk — — — 533 Fair value hedges Commodity price risk 1,366,997 1,715,927 767,269 707,982 Foreign exchange risk 99,165 83,538 78,881 112,670 No hedge accounting designation Interest rate risk 2,246 — — — Commodity price risk 44,028 92,241 34,167 22,893 Foreign exchange risk 7,141 15,581 38,547 8,101 TOTAL 1,580,015 1,907,589 925,595 951,178 Derivative financial instruments consist of items used in a cash flow hedging model, items used in a fair value hedging model and derivative instruments measured at fair value, for which no hedge accounting is applied. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 62
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3.7.7 Offsetting financial assets and financial liabilities The following financial assets and liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements: Gross amounts of recognized financial assets/ liabilities Gross amounts of recognized financial liabilities/ assets set off in the balance sheet Net amounts of financial assets/ liabilities presented in the balance sheet Related amounts not set off in the balance sheet as at August 31, 2026 Financial instruments Cash collateral received or deposited1 Net amountin thousands of CHF Derivative financial assets 3,627,169 (2,047,154) 1,580,015 (528,283) (81,651) 970,081 Derivative financial liabilities 3,954,743 (2,047,154) 1,907,589 (528,283) (201,236) 1,178,070 1 Derivative financial liabilities impacted by implementation of Letter of credit arrangement, see details in Note 3.4 - "Cash and cash equivalents". Gross amounts of recognized financial assets/ liabilities Gross amounts of recognized financial liabilities/ assets set off in the balance sheet Net amounts of financial assets/ liabilities presented in the balance sheet Related amounts not set off in the balance sheet as at August 31, 2025 Financial instruments Cash collateral received or deposited Net amountin thousands of CHF Derivative financial assets 1,957,023 (1,031,428) 925,595 (178,403) (19,604) 727,588 Derivative financial liabilities 1,982,606 (1,031,428) 951,178 (178,403) (64,887) 707,888 For the financial assets and liabilities subject to enforceable master netting arrangements or similar arrangements above, each agreement between the Group and the counterparty allows for net settlement of the relevant financial assets and liabilities. In the absence of such an election, financial assets and liabilities will be settled on a gross basis. However, each party to the master netting agreement or similar agreement will have the option to settle all such amounts on a net basis in the event of default, insolvency or bankruptcy or following other events predefined in the contract by the counterparty. The cash collateral received and deposited is reported on lines “Trade payables and other current liabilities” and “Trade receivables and other current assets” in the Consolidated Balance Sheet. 3.7.8 Classification and fair value of financial instruments a) Classification, fair values, methods and assumptions The carrying value of the following financial instruments approximates fair value because of the short period to maturity: • Cash and cash equivalents • Short-term deposits • Trade receivables • Other receivables representing financial instruments • Bank overdrafts • Short-term debt • Trade payables • Other payables representing financial instruments Long-term debt In calculating the fair value of long-term debt, future principal and interest payments are discounted at market interest rates. As at August 31, 2026, long-term debt had a fair value of CHF 3,150.3 million (2025: CHF 4,321.7 million). Derivative financial assets and liabilities The fair value measurement of some derivatives requires assumptions and management’s assessment of certain market parameters. Whenever possible, fair valuation is based on market prices. If required, a valuation model which takes into consideration discounted cash flows, dealer and supplier quotes for similar instruments and recent arm’s-length transactions is used. This valuation model takes into account the specific characteristics of the underlying assets or commodities such as the cost of carry, differentials for the properties and technical ratios reflecting production yield. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 63
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Classification and carrying amount of each class of financial assets and liabilities are presented in the table below: as at August 31, 2026 Measured at fair value through profit or loss Measured at amortized cost Total carrying amountin thousands of CHF Cash and cash equivalents — 1,718,516 1,718,516 Short-term deposits — 130 130 Trade receivables 149,071 714,115 863,186 Derivative financial assets 1,580,015 — 1,580,015 Accrued income — 57,585 57,585 Loans and other receivables — 258,973 258,973 Other current financial assets — 36,267 36,267 Other non-current financial assets — 41,712 41,712 TOTAL FINANCIAL ASSETS 1,729,086 2,827,298 4,556,384 Bank overdrafts — 390,476 390,476 Short-term debt — 385,693 385,693 Short-term lease liabilities — 43,601 43,601 Trade payables — 1,350,956 1,350,956 Accrued expenses — 220,030 220,030 Other payables — 707,847 707,847 Derivative financial liabilities 1,907,589 — 1,907,589 Long-term debt — 3,150,365 3,150,365 Long-term lease liabilities — 222,667 222,667 TOTAL FINANCIAL LIABILITIES 1,907,589 6,471,635 8,379,224 as at August 31, 2025 Measured at fair value through profit or loss Measured at amortized cost Total carrying amountin thousands of CHF Cash and cash equivalents — 1,905,367 1,905,367 Short-term deposits — 132 132 Trade receivables 227,667 1,006,644 1,234,311 Derivative financial assets 925,595 — 925,595 Accrued income — 58,502 58,502 Loans and other receivables — 149,719 149,719 Other current financial assets — 34,296 34,296 Other non-current financial assets — 9,858 9,858 TOTAL FINANCIAL ASSETS 1,153,262 3,164,518 4,317,780 Bank overdrafts — 293,953 293,953 Short-term debt — 1,364,555 1,364,555 Short-term lease liabilities — 46,529 46,529 Trade payables — 1,480,419 1,480,419 Accrued expenses — 249,700 249,700 Other payables — 409,722 409,722 Derivative financial liabilities 951,178 — 951,178 Long-term debt — 4,247,224 4,247,224 Long-term lease liabilities — 254,531 254,531 TOTAL FINANCIAL LIABILITIES 951,178 8,346,633 9,297,811 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 64
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b) Fair value hierarchy of financial instruments The fair value measurements of financial assets and liabilities are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: • Level 1: The fair value is based on unadjusted, quoted prices in active markets which give the best possible objective indication for the fair value of a financial asset or liability. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. • Level 2: Fair values are determined using valuation techniques that incorporate observable market inputs. For commodity derivatives, the valuation is primarily based on quoted benchmark commodity prices and other observable market data. Valuation models also uses commodity- specific factors such as cost of carry, conversion yields and commercial differentials to align underlying exposures with observable benchmark market prices. These inputs are used to derive the relevant benchmark commodity risk exposure and are not separately recognized as valuation components. Accordingly, these measurements are classified as Level 2. For foreign exchange derivatives and the foreign exchange component of open physical contracts measured at fair value, valuation techniques use observable market inputs, such as forward exchange rates and discounting factors. Where foreign exchange risk is embedded within open physical firm commitments, the foreign exchange component is determined using observable market data consistent with the contractual terms and expected settlement profile of the underlying exposure. As the significant inputs to these valuation techniques are observable in the marketplace, these fair value measurements are classified as Level 2. • Level 3: The valuation models used are based on parameters and assumptions not observable on the market. The following table summarizes the levels applied with regard to financial assets and financial liabilities measured at fair value: as at August 31, 2026 in thousands of CHF Level 1 Level 2 Level 3 Total Trade receivables — — 149,071 149,071 Derivative financial assets 695,235 884,779 — 1,580,014 Derivative financial liabilities 827,020 1,080,569 — 1,907,589 as at August 31, 2025 in thousands of CHF Level 1 Level 2 Level 3 Total Trade receivables — — 227,667 227,667 Derivative financial assets 225,979 699,616 — 925,595 Derivative financial liabilities 471,299 479,879 — 951,178 The Group maintains asset-backed securitization programs for trade receivables, transferring the contractual rights to the cash flow or third-party receivables. These receivables, where the contractual rights to cash flows have been transferred, are derecognized from the balance sheet. Trade receivables measured at fair value are receivables that are dedicated to the securitization programs, but not yet remitted to the asset-purchasing company. The receivables contained in the prior year balance were fully sold at the disclosed value during the current fiscal year. The value of the trade receivables measured at fair value was calculated using a discounted cash flow method based on the nominal value and the discount rates (mainly representing the risk-free rate and credit risk of the counterparty) between the Group and the purchasing party. There were no transfers between the fair value hierarchy levels during the fiscal years 2025/26 and 2024/25. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 65
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3.7.9 Effect of hedge accounting on the financial position and performance a) Impact of hedging instruments and hedged items designated in hedging relationships for cash flow hedges The below table includes the changes in the fair value of the hedging instruments recognized in Other comprehensive income throughout the fiscal years 2025/26 and 2024/25 (including hedge accounting relationships ended during the fiscal year) and the carrying amounts of those hedging instruments in hedge relationship which were still active as at August 31, 2026. as at August 31, 2026 Nominal amount of the hedging instrument in absolute values Carrying amount of the hedging instrument Fair value changes used as a basis to calculate hedge ineffectivenessin CHF thousand Assets Liabilities Commodity risk Hedging instrument 132,287 56,512 302 (154,207) Hedged item n/a 133,881 Hedge ineffectiveness in the period 20,326 as at August 31, 2025 Nominal amount of the hedging instrument in absolute values1 Carrying amount of the hedging instrument Fair value changes used as a basis to calculate hedge ineffectivenessin CHF thousand Assets Liabilities Commodity risk Hedging instrument 362,807 203 98,999 (117,973) Hedged item n/a 98,593 Hedge ineffectiveness in the period 19,380 1 Certain comparative nominal amounts have been reclassified between the fair value hedges disclosures to align with the underlying hedge designation. The revision relates to presentation only and has no impact on the Group's financial position, financial performance or hedge accounting results. Cash flow hedge ineffectiveness for foreign exchange and interest rate risk amounts to CHF 0.6 million and CHF 0, respectively, as at August 31, 2026 (2025: CHF-0.5 million and CHF 0). Hedge ineffectiveness in the Consolidated Income Statement is reported in Cost of goods sold for the commodity price and the foreign exchange risk and Finance expense for the interest rate risk. The following table provides further information about the effect of cash flow hedges on equity: in thousands of CHF Commodity price risk Foreign exchange risk Interest rate risk Total hedging reserve as at September 1, 2025 (98,106) (1,031) 3,986 (95,151) Movements in the period: Gains/(losses) taken into equity (33,389) 872 (2,579) (35,096) Transfer to initial carrying amount of the hedged item — 72 — 72 Transfer to the Consolidated Income Statement for the period 185,630 617 551 186,798 thereof: due to hedged cash flows that are no longer expected to occur/ineffectiveness 20,326 617 — 20,943 due to hedged item affected the Consolidated Income Statement 165,304 — 551 165,855 Tax effect on cash flow hedges (13,751) (250) 507 (13,494) Currency translation adjustments 1,769 15 (14) 1,770 AS AT AUGUST 31, 2026 42,153 295 2,451 44,899 in thousands of CHF Commodity price risk Foreign exchange risk Interest rate risk Total hedging reserve as at September 1, 2024 86,890 536 9,662 97,088 Movements in the period: Gains/(losses) taken into equity (235,056) (1,457) (8,732) (245,245) Transfer to initial carrying amount of the hedged item — — — — Transfer to the Consolidated Income Statement for the period 19,380 (548) 1,180 20,012 thereof: — due to hedged cash flows that are no longer expected to occur/ineffectiveness 19,380 (548) — 18,832 due to hedged item affected the Consolidated Income Statement — — 1,180 1,180 Tax effect on cash flow hedges 30,449 390 1,887 32,726 Currency translation adjustments 231 48 (11) 268 AS AT AUGUST 31, 2025 (98,106) (1,031) 3,986 (95,151) BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 66
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b) Impact of hedging instruments and hedged items designated in hedging relationships for fair value hedges The impact of hedged items and hedging instruments designated in hedging relationships as at August 31, 2026 on the Group’s Consolidated Balance Sheet. The below hedging relationships affected the Consolidated Income Statement as follows: as at August 31, 2026 Nominal amount of the hedging instrument in absolute values Carrying amount Fair value changes including hedge ineffectiveness1in CHF thousand Assets Liabilities Commodity price risk Hedging instrument 1,182,101 654,952 735,633 181,166 Hedged item n/a 3,622,423 980,294 229,426 Cocoa and chocolate stocks2 n/a 2,910,378 — 818,809 Cocoa and chocolate firm commitments n/a 712,045 980,294 (589,382) Net change in fair value, including hedge ineffectiveness 410,592 Foreign exchange risk Hedging instrument 3,396,883 506,858 588,936 (22,117) Forward and futures contracts 2,426,912 65,409 60,414 (20,820) Net monetary items3 969,971 441,449 528,522 (1,297) Hedged item n/a 33,755 23,124 12,713 Firm commitments denominated in foreign currency n/a 33,755 23,124 12,713 Hedge ineffectiveness recognized in the Consolidated Income Statement (9,404) 1 Line item in the Consolidated Income Statement where the hedge ineffectiveness is reported is Cost of goods sold. 2 Accumulated amount of fair value hedge adjustments included in the carrying amount of the hedged item is CHF 575.1 million (2025: CHF-243.7 million) , refer to Inventory note 2.4. 3 Net monetary items are Trade receivables, trade payables, debts and cash instruments denominated in foreign currency, refer to page 68 for the "Hedging instrument/Hedged item" table. 4 Certain comparative nominal amounts have been reclassified between the cash flow hedges disclosures to align with the underlying hedge designation. The revision relates to presentation only and has no impact on the Group's financial position or hedge accounting results. 5 Comparative information has been updated to align with the current-year presentation. The fair value changes of firm commitments used as a basis to calculate hedge ineffectiveness previously disclosed (CHF 606.4 million) was adjusted for those fair value changes previously eliminated from the basis used to calculate hedge ineffectiveness, resulting in the revised comparative disclosure of all fair value changes including hedge ineffectiveness (CHF 355.6 million), with hedge ineffectiveness separately disclosed. The change affects the presentation of amounts within this disclosure only and has no impact on profit or loss, equity or cash flows. as at August 31, 2025 Nominal amount of the hedging instrument in absolute values4 Carrying amount Fair value changes including hedge ineffectiveness 1, 5in CHF thousand Assets Liabilities Commodity price risk Hedging instrument 129,353 194,683 456,531 419,050 Hedged item n/a 3,859,282 251,451 (704,896) Cocoa and chocolate stocks2 n/a 3,286,696 — (1,060,485) Cocoa and chocolate firm commitments5 n/a 572,586 251,451 355,589 Net change in fair value, including hedge ineffectiveness (285,846) Foreign exchange risk Hedging instrument 4,861,461 726,550 3,939,633 32,313 Forward and futures contracts 1,040,599 58,705 82,254 51,211 Net monetary items3 3,820,861 667,845 3,857,379 (18,898) Hedged item n/a 20,172 30,416 (30,533) Firm commitments denominated in foreign currency n/a 20,172 30,416 (30,533) Hedge ineffectiveness recognized in the Consolidated Income Statement 1,780 The net change in fair value including hedge ineffectiveness relating to commodity price risk comprises all valuation effects related to risk management strategies including realizations of firm commitments, settlements of hedging instruments and hedge ineffectiveness. This includes timing differences between entering into the hedged items and into the hedging instruments, the timing adjustments in the normal course of hedge management and differences between the maturity profile of the hedged items and the hedging instruments. The hedge ineffectiveness recognized in the Consolidated Income Statement for the year amounted to CHF -18.1 million (2025: CHF -35.0 million). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 67
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3.7.10 Timing, nominal amount and pricing of hedging instruments The following table provides information about the maturity of the nominal amount and interest rates attached to the swaps held by the Group as at August 31, 2026 to hedge its interest rate risk: as at August 31, 2026 Period of maturity First year Second to fifth year After five years Total Nominal amount EUR IRS (CHF million) 158.4 38.4 — 196.9 Average interest rate EUR IRS 0.44 % 0.20 % — 0.39 % Nominal amount INR IRS (CHF million) — 23.8 — 23.8 Average interest rate INR IRS — 8.78 % — 8.78 % as at August 31, 2025 Period of maturity First year Second to fifth year After five years Total Nominal amount (CHF million) 81.9 196.5 — 278.4 Average interest rate 0.46 % 0.39 % — 0.41 % The following table provides information about the foreign exchange forwards and futures relating to the major foreign currency hedging pairs held by the Group as at August 31, 2026 to hedge its foreign exchange risk: as at August 31, 2026 Period of maturity Current year Next year After next year Total GBP exposure hedging against EUR Nominal amount (CHF million, long/(short)) 141.4 (250.9) (71.7) (181.2) Average foreign exchange rate (EUR/GBP) 0.873 0.874 0.883 n/a USD exposure hedging against EUR Nominal amount (CHF million, long/(short)) (80.5) (43.7) 28.8 (95.4) Average foreign exchange rate (EUR/USD) 1.091 1.090 1.069 n/a GBP exposure hedging against USD Nominal amount (CHF million, long/(short)) 225.7 (73.3) (32.1) 120.3 Average foreign exchange rate (USD/GBP) 0.740 0.743 0.747 n/a USD exposure hedging against BRL Nominal amount (CHF million, long/(short)) (101.5) (165.0) — (266.5) Average foreign exchange rate (BRL/USD) 0.190 0.190 — n/a as at August 31, 2025 Period of maturity Current year Next year After next year Total GBP exposure hedging against EUR Nominal amount (CHF million, long/(short)) 2,573.1 (754.0) (13.4) 1,805.7 Average foreign exchange rate (EUR/GBP) 0.860 0.870 0.878 n/a USD exposure hedging against EUR Nominal amount (CHF million, long/(short)) (122.3) 39.8 (1.9) (84.4) Average foreign exchange rate (EUR/USD) 1.113 1.134 1.190 n/a GBP exposure hedging against USD Nominal amount (CHF million, long/(short)) (1,044.0) 82.5 — (961.5) Average foreign exchange rate (USD/GBP) 0.758 0.748 — n/a USD exposure hedging against BRL Nominal amount (CHF million, long/(short)) (182.6) (42.8) — (225.4) Average foreign exchange rate (BRL/USD) 0.170 0.180 — n/a BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 68
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Accounting policies Derivative financial instruments Derivative financial instruments are accounted for at fair value with fair value changes recognized in the Consolidated Income Statement. As the Group also acts as a cocoa bean trader, certain cocoa bean purchase and sales contracts are net cash settled and therefore, contracts allocated to the same portfolio are treated as derivative contracts. Hedge accounting The Group requires cocoa beans and semi-finished cocoa products for its operations. The Group is exposed to adverse cocoa price movements on the purchase side due to increasing cocoa prices, on the sales side, and inventory held due to decreasing cocoa prices. The Group applies hedge accounting to cocoa price risk embedded in its chocolate inventories and sales contracts as well as in the cocoa inventories, purchase and sales contracts. This exposure is managed through cocoa bean futures. The Group enters into sales and purchase contracts denominated in various currencies. The foreign currency risks exposure arising from these firm commitments and highly probable transactions are hedged by the Group’s Treasury department. The Group applies fair value hedge accounting to its firm commitments. The Group’s interest rate risk is managed with interest rate derivatives. Hedge accounting is applied to derivatives that are effective in offsetting the changes in fair value or cash flows of the hedged items. The hedge relationship is documented and the effectiveness of such hedges is tested at regular intervals, at least on a semi-annual basis. The impact of hedge accounting is presented on the Group’s Consolidated Balance Sheet as follows: Hedging instrument/Hedged item Line item on Consolidated Balance Sheet Cash flow hedges: Hedging instrument Interest rate swaps Derivative financial assets and liabilities Hedging instrument Commodity futures contracts Derivative financial assets and liabilities Hedging instrument Foreign exchange forward and future contracts Derivative financial assets and liabilities Fair value hedges: Hedged item Risk component of cocoa and chocolate stocks Inventories Hedged item Risk component of cocoa and chocolate purchase and sales contracts Derivative financial assets and liabilities Hedging instrument Commodity futures contracts Derivative financial assets and liabilities Hedging instrument Foreign exchange forward and future contracts Derivative financial assets and liabilities Hedged item Firm purchase and sales commitments denominated in foreign currency Derivative financial assets and liabilities Hedging instrument Receivables denominated in foreign currency Trade receivables and other current assets Hedging instrument Payables denominated in foreign currency Trade payables and other current liabilities Hedging instrument Debt denominated in foreign currency Short-term debt; long-term debt Hedging instrument Cash instruments denominated in foreign currency Cash and cash equivalents Fair value hedging – for commodity price risks and foreign currency exchange risks related to the contract business To reflect the Group’s activities of hedging its cocoa price risk exposure embedded in the cocoa and chocolate inventories and unrecognized firm commitments, the Group applies fair value hedge accounting. In this fair value hedge accounting relationship, the cocoa and chocolate inventories, unrecognized firm purchase and sales commitments, are designated as hedged items. Cocoa bean futures used to hedge the designated risk component of these hedged items are designated as the hedging instruments. When cocoa and chocolate inventory is designated as a hedged item, the subsequent cumulative change in the fair value of the inventory attributable to the hedged cocoa price risk is adjusting the carrying amount of the hedged item with a corresponding gain or loss in the Consolidated Income Statement. When unrecognized firm cocoa and chocolate commitments are designated as hedged items, the subsequent cumulative change in the fair value of these contracts attributable to the hedged cocoa price risk is recognized as an asset or a liability (reported as “Derivative financial assets” and “Derivative financial liabilities”) with a corresponding gain or loss in the Consolidated Income Statement. The hedging instrument is recorded at fair value under “Derivative financial assets” or “Derivative financial liabilities”, and the changes in the fair value of the hedging instrument are also recognized in the Consolidated Income Statement. For foreign currency exchange risks related to firm purchase and sales commitments in certain entities, fair value hedge accounting is applied. The hedge relationship is between the unrecognized firm commitments (hedged items) and the foreign currency forward contracts and/or monetary items (hedging instruments). The changes in fair value of the hedging instruments (attributable to foreign currency exchange rate movements) are recognized in the Consolidated Income Statement. The cumulative change in the fair value of the hedged items (unrecognized firm commitments) attributable to the foreign currency risk is recognized as “Derivative financial assets” or “Derivative financial liabilities” with a corresponding gain or loss in the Consolidated Income Statement. Accounting for cash flow hedges For each cash flow hedge relationship, the effective part of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income. Gains or losses that are recognized in other comprehensive income are transferred to the Consolidated Income Statement in the same period in which the hedged exposure affects the Consolidated Income Statement. The ineffective part of any gain or loss is recognized immediately in the Consolidated Income Statement at the time hedge effectiveness is tested. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognized in other comprehensive income is kept in other comprehensive income until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in other comprehensive income is immediately transferred to the Consolidated Income Statement. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 69
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Cash flow hedging – for commodity price risks (cocoa price risk) and foreign currency exchange risks arising from forecasted purchase and sales transactions Where no firm commitments exist, the Group may enter into cocoa bean futures to hedge the cocoa price risk arising from forecasted sales, and into foreign exchange forwards and futures contracts to hedge the currency risk arising from forecasted sales transactions denominated in foreign currencies. The related entities apply cash flow hedge accounting, whereby the cocoa bean futures and the foreign exchange forwards and futures are designated as hedging instruments to the underlying forecasted sales to hedge the variability in cash flow that is attributable to the risk of cocoa price movements and to the foreign exchange risk, respectively. Cash flow hedging – for interest rate risks The Group applies cash flow hedge accounting for interest rate derivatives, converting a portion of floating rate borrowings to fixed-rate borrowings. No hedge accounting designation The Group’s purchasing and sourcing centers and the Group’s Treasury department have derivative financial instruments that are measured at fair value, without being assigned to a hedge accounting relationship. 3.8 Financial result Composition of finance income in thousands of CHF 2025/26 2024/25 Interest income 45,997 28,944 Foreign exchange gains, net — 4,052 TOTAL FINANCE INCOME 45,997 32,996 Composition of finance expense in thousands of CHF 2025/26 2024/25 Interest expense (313,472) (384,188) Amortization of structuring fees (12,025) (8,699) Charges on undrawn portion of committed credit facilities (5,092) (3,519) Net interest costs related to defined benefit plans (Note 4.2) (3,017) (2,958) Total interest expense (333,606) (399,364) Bank charges and other financial expense (15,270) (9,687) Foreign exchange losses, net (8,470) — Loss on interest rate derivative financial instruments (573) (869) TOTAL FINANCE EXPENSE (357,919) (409,920) Interest expenses include among others, the cost of leasing and the cost of interest rate swaps resulting from paying fixed interest rates in exchange for receiving floating interest rates. All interest rate derivative financial instruments are in a cash flow hedge relationship where the effective portion of the changes in fair value are recognized in other comprehensive income. Structuring fees are mainly attributable to the amortization of fees capitalized for debt instruments referenced in the overview table of Note 3.5.2 - "Long-term debt". The foreign exchange gains / (losses) are mainly attributable to price volatility in the global foreign currency markets. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 70
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4 Employees 4.1 Personnel expenses in thousands of CHF 2025/26 2024/25 Wages and salaries (664,114) (673,594) Compulsory social security contributions (116,077) (114,711) Equity-settled share-based payments (Note 4.2) (13,764) (7,760) Expenses related to defined benefit pension plans (Note 4.2) (12,314) (10,148) Expenses related to other long-term benefit plans (Note 4.2) (677) (1,425) Contributions to defined contribution plans (Note 4.2) (17,864) (17,366) Increase in liability for long service leave (8) — TOTAL PERSONNEL EXPENSES (824,818) (825,004) Amounts capitalized as assets 7,140 10,162 TOTAL PERSONNEL EXPENSES RECOGNIZED IN CONSOLIDATED INCOME STATEMENT (817,678) (814,842) 4.2 Employee benefits Post-employment and other long-term employee benefits The Group operates a number of independent defined benefit plans and other post-retirement or long- term benefit plans, in line with local legal and tax requirements. The largest defined benefit pension plans (funded) are located in Switzerland, Belgium, USA and the UK. Together, these plans represent 97% (2025: 97%) of the Group’s total gross defined benefit pension liabilities and 98% (2025: 98%) of the Group’s total plan assets. The amounts recognized in the Consolidated Balance Sheet are as follows: Switzerland Weighted average duration in years 15 — 14 — — — Present value of liabilities 133,247 — 133,247 122,021 — 122,021 5,000 1,028 Fair value of plan assets (129,803) — (129,803) (113,211) — (113,211) — — Net plan liabilities (assets) 3,444 — 3,444 8,810 — 8,810 5,000 1,028 Belgium Weighted average duration in years 10 — 11 — 1 9 Present value of liabilities 90,693 — 90,693 97,060 — 97,060 6,604 8,729 Fair value of plan assets (71,219) — (71,219) (70,427) — (70,427) — — Net plan liabilities (assets) 19,474 — 19,474 26,633 — 26,633 6,604 8,729 USA Weighted average duration in years 8 — 8 — — 2 Present value of liabilities 43,496 — 43,496 47,205 — 47,205 — 10 Fair value of plan assets (40,921) — (40,921) (38,868) — (38,868) — — Net plan liabilities (assets) 2,575 — 2,575 8,337 — 8,337 — 10 UK Weighted average duration in years 10 — 12 — — — Present value of liabilities 35,731 — 35,731 38,986 — 38,986 — — Fair value of plan assets (61,963) — (61,963) (63,794) — (63,794) — — Net plan liabilities (assets) (26,232) — (26,232) (24,808) — (24,808) — — Defined benefit pension plans Other long-term benefit plans as at August 31, 2026 2025 2026 2025 in thousands of CHF Funded Unfunded Total Funded Unfunded Total Total Total BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 71
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Rest of the world Weighted average duration in years 14 9 15 8 15 15 Present value of liabilities 9,418 18,999 28,416 9,222 18,237 27,459 7,324 6,127 Fair value of plan assets (5,104) — (5,104) (4,442) — (4,442) — — Net plan liabilities (assets) 4,314 18,999 23,312 4,780 18,237 23,017 7,324 6,127 Total Present value of liabilities 312,584 18,999 331,583 314,494 18,237 332,731 18,928 15,895 Fair value of plan assets (309,010) — (309,010) (290,742) — (290,742) — — NET PLAN LIABILITIES (ASSETS) 3,574 18,999 22,573 23,752 18,237 41,989 18,928 15,895 Net balances recognized in the Consolidated Balance Sheet NET EMPLOYEE BENEFIT ASSETS — — (26,255) — — (24,822) — — NET EMPLOYEE BENEFIT LIABILITIES — — 49,378 — — 67,072 18,928 15,895 Defined benefit pension plans Other long-term benefit plans as at August 31, 2026 2025 2026 2025 in thousands of CHF Funded Unfunded Total Funded Unfunded Total Total Total The changes in the present value of the employee benefit liabilities are as follows: Defined benefit pension plans Other long-term benefit plans in thousands of CHF 2025/26 2024/25 2025/26 2024/25 Present value of defined benefit liabilities as at September 1, 332,731 321,323 15,895 14,849 Currency translations (160) 99 7 75 Current service cost 12,315 12,959 3,366 2,011 Past service cost 336 1,061 (1,634) 66 Remeasurement of other long-term employee benefits — — (1,055) (468) Interest expense 10,909 10,042 931 802 Losses/(gains) on curtailment and settlements (347) (6,128) — (185) Total recognized in income statement 23,053 18,033 1,615 2,301 Actuarial losses/(gains) (10,689) 1,677 601 243 thereof: arising from changes in demographic assumptions 316 374 — — arising from changes in financial assumptions (10,756) (3,254) (593) (574) arising from experience adjustments (249) 4,557 1,194 817 Exchange differences on foreign plans 1,118 (4,474) 227 (121) Total recognized in other comprehensive income (9,571) (2,797) 828 122 Reclassifications (232) — — — Contribution by employees 5,321 5,277 — — Benefits received 2,004 6,549 — — Benefits paid (21,723) (15,654) 590 (1,377) Total other (14,630) (3,828) 590 (1,377) PRESENT VALUE OF DEFINED BENEFIT LIABILITIES AS AT AUGUST 31, 331,583 332,731 18,928 15,895 thereof: funded plans 312,584 314,494 — — unfunded plans 18,999 18,237 18,928 15,895 The Group expects to pay CHF 14.9 million in employer's contributions to defined benefit pension plans in the next fiscal year (2025/26: CHF 16.1 million). BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 72
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Actuarial gains amounted to CHF 10.1 million for the current fiscal year (2024/25: actuarial losses of CHF 1.9 million), which are mainly related to experience adjustments and changes in the financial assumptions. The respective amounts were recognized in Other comprehensive income. The movement in the fair value of plan assets is as follows: Defined benefit pension plans in thousands of CHF 2025/26 2024/25 Opening fair value of plan assets as at September 1, 290,742 279,290 Currency translations (24) 27 Interest income 8,823 7,917 Gains/(losses) on curtailment and settlements — (2,256) Total recognized in income statement 8,799 5,688 Return on plan assets excluding interest income 6,295 (4,369) Exchange differences on foreign plans 1,169 (4,371) Total recognized in other comprehensive income 7,464 (8,740) Adjustments due to unrecognized assets 285 263 Contributions by employer 16,086 16,114 Contributions by employees 5,321 5,276 Benefits received 568 6,549 Benefits paid (20,255) (13,698) Total other 2,005 14,504 FAIR VALUE OF PLAN ASSETS AS AT AUGUST 31, 309,010 290,742 The plan assets consist of the following categories of securities: as at August 31, Defined benefit pension plans in thousands of CHF 2026 2025 Equities 69,029 56,233 Bonds 160,255 155,415 Insurance portfolio 12,582 12,701 Cash and other assets 67,144 66,393 TOTAL FAIR VALUE OF PLAN ASSETS 309,010 290,742 Most of the equity and debt securities have a quoted market price in an active market. Real estate and alternative investments, which include hedge funds, private equity, infrastructure and commodity investments, usually have a quoted market price or a regularly updated net asset value. The plan assets do not include any ordinary shares issued by the Company nor any property occupied by the Group or one of its subsidiaries. The amounts recognized in the Consolidated Income Statement are as follows: Defined benefit pension plans Other long-term benefit plans in thousands of CHF 2025/26 2024/25 2025/26 2024/25 Current service costs 12,315 12,959 3,366 2,011 Net interest expense 2,086 2,156 931 802 Net currency translations (136) 71 7 75 Past service cost 336 1,061 (1,634) 66 Losses/(gains) on curtailments and settlements (347) (3,872) — (185) Remeasurement — — (1,055) (468) TOTAL EXPENSES RELATED TO DEFINED BENEFIT PLANS AND OTHER LONG-TERM BENEFIT PLANS RECOGNIZED IN INCOME STATEMENT 14,254 12,375 1,615 2,301 in thousands of CHF 2025/26 2024/25 TOTAL DEFINED CONTRIBUTION EXPENSES RECOGNIZED IN INCOME STATEMENT 17,864 17,366 In fiscal year 2024/25, curtailments and settlements related to employee terminations under the Group’s BC Next Level strategic investment program resulted in a net gain of CHF 4.1 million recognized in profit or loss (CHF 6.3 million reduction in defined benefit liabilities and CHF 2.3 million reduction in plan assets). In fiscal year 2025/26, additional curtailment effects were limited to CHF 0.3 million. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 73
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The expenses related to defined benefit pension plans and other long-term benefit plans are recognized in the following line items in the Consolidated Income Statement: in thousands of CHF 2025/26 2024/25 Cost of goods sold 2,352 2,817 Marketing and sales expenses 892 1,036 General and administration expenses 9,456 6,746 Research and development expenses 318 974 Other expense (27) — Personnel expenses 12,991 11,573 Interest expense 3,017 2,958 Foreign exchange gains/(losses) (128) 146 Finance expense 2,889 3,104 TOTAL EXPENSES RELATED TO DEFINED BENEFIT PLANS AND OTHER LONG-TERM BENEFIT PLANS RECOGNIZED IN INCOME STATEMENT 15,880 14,677 Actuarial assumptions Weighted average actuarial assumptions used are as follows: Defined benefit pension plans Other long-term benefit plans 2025/26 2024/25 2025/26 2024/25 Discount rate 3.6 % 3.3 % 7.5 % 6.4 % Expected rate of pension increase 0.3 % 0.4 % 0.0 % 0.0 % Expected rate of salary increase 1.6 % 1.6 % 0.5 % 2.1 % The applicable mortality tables in the Group’s largest defined benefit plans and underlying longevity assumptions are summarized in the following table: Life expectancy at age 65 for a male member Life expectancy at age 65 for a female member Mortality table 2026 2025 2026 2025 Switzerland LPP 2025 23 22 24 24 Belgium MR / FR 23 23 26 26 UK S4NMA / S4NFA 21 22 25 24 USA PRI-2012 21 21 23 23 Sensitivity analysis Reasonable and possible changes at the reporting date to one of the relevant actuarial assumptions, with all other assumptions held constant, would have affected the defined benefit liabilities by the amounts shown below: as at August 31, Increase Decrease in thousands of CHF 2026 2025 2026 2025 Discount rate (1% movement) (31,604) (32,632) 41,063 41,924 Expected rate of pension increase (1% movement) 14,232 14,277 (3,295) (3,803) Expected rate of salary increase (1% movement) 15,528 16,814 (15,528) (16,814) Life expectancy at age 65 (1 year) 4,968 5,017 (4,968) (5,017) Description of the defined benefit plans The characteristics of the most significant defined benefit pension plans of the Group are further described as follows: Defined benefit plans Switzerland The retirement benefit plans for all Swiss Group entities are mainly defined benefit plans, where contributions are expressed as a percentage of the insured actual salary. The employer is affiliated to a collective foundation with reinsurance of actuarial risks arising from the plan with an insurance company. Members benefit from a guaranteed minimum interest on accrued savings and conversion rates at retirement in accordance with the Swiss Federal Law on Occupational Retirement, Survivors’ and Disability Pension Plans (BVG). This law defines the minimum pensionable salary and the minimum retirement credits. In addition to retirement benefits, the Swiss retirement benefit plans also provide for temporary partial or total disability benefits as well as for pre-retirement death benefits including widows’ and orphans’ benefits. The plan regulations in Switzerland were modified to adjust the conversion rates for new retirements after January 1, 2025. The benefit plans are outsourced to external insurance companies, which are responsible for the operation of the plan including the allocation of plan assets. The governance and the supervision as well as the responsibility to make changes in the plan lie with a Board of Trustees. It consists equally of employer and employee nominated representatives. The applicable regulation requires the retirement benefit plans of all Swiss Group entities to be funded on the basis of employer and employee contributions, including risk premiums and savings contributions. In BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 74
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case of underfunding, recovery measures must be taken, such as the additional financing from the employer or from the employer and employees, or the reduction of benefits or a combination of both. According to the plan regulation in Switzerland, certain components of the pension plans that meet the specific requirements are accounted for as defined contribution plans. Defined benefit plans – Other countries In the US, the Group maintains a retirement benefit plan only for pensioners and deferred pensioners related to a discontinued operation. Effective July 31, 2005, all benefits in the plan were closed for new entrances and further benefit accruals. The pension plan’s funding is governed by ERISA and the applicable laws and regulations under Internal Revenue Code (IRC) sections 404, 412, and 430. Barry Callebaut is the plan sponsor and usually funds the minimum required contribution based on these regulations. The investment management is outsourced to investment management companies and the plan is governed by a Board of Trustees. In Belgium, the Group operates defined benefit plans for events of retirement, temporary and permanent disability and death in service put in place by the employer in addition to legal retirement plans. These are company collective plans introduced on July 1, 1993. The retirement benefit plans are funded by a combination of employer and employee contributions as regulated by the Belgian Pension Act. The contributions are expressed as a percentage of the insured actual salary. The plans are fully insured. The funding of the defined benefit plans are externalized to an insurance company who is responsible for the operation of the plan including the allocation of plan assets. The governance and the supervision as well as the responsibility to make changes in the plan lie with a Board of Trustees. The legislation requires a minimum funding level. In the situation where the plan assets are not sufficient, the employer has to pay an additional contribution to the collective financing fund. In the UK, the Group operates a defined benefit retirement scheme in which members receive benefits based on the final salary with the contributions paid by the employer on a balance of cost basis. Effective January 31, 2014, all benefits in the plan were closed for new entrances and further benefit accruals. The plan is run by the Board of Trustees in accordance with the Trust Deed & Rules and legislation. The Trustees are required by law to fund the plan on prudent funding assumptions under the Trust Deed & Rules of the plan. The contributions payable by the Company to fund the plan are set by the Trustees after consulting the Company. The investment management is outsourced to investment management companies. Share-based payments Share awards are granted to participants according to individual contracts. Long-Term Incentive Plan (LTIP) The purpose of the LTIP is to provide the participants with an ownership interest in Barry Callebaut and to reward them for the long-term performance of the company. The LTIP thus aligns their interests to those of the shareholders. The current LTIP has been in place since fiscal year 2016/17. The grant of share units under the LTIP is based on a target LTI amount determined individually for each plan participant. The individual LTI amount is divided by the average share price of the last three months of the preceding fiscal year in order to calculate the number of share units awarded. Members of the Executive Committee are entitled to performance share units (PSU) only. The vesting period is three years (cliff), and the vesting will be conditional on forward-looking performance conditions, as outlined below for the grant in fiscal year 2025/26. The maximum vesting level for each performance criterion is 200%. Consequently, the overall vesting of the LTI award ranges from 0% to 200% of the initially determined number of share units granted. For all other plan participants, the share units vest in three tranches over three fiscal years, i.e. 25% on the first, 25% on the second and 50% on the third anniversary of the grant date. The first two tranches are restricted share units (RSU) that vest subject to the LTIP participant continuing to be employed by Barry Callebaut. The third tranche consists of performance share units (PSU) that vest subject to meeting the performance criteria over the three-year vesting period. The first performance criterion, accounting for 40% of the respective PSU grant, is the relative share price development of Barry Callebaut versus a peer group of companies. The objective (100% vesting) is to achieve median performance, e.g., to outperform half of the peer companies, with a 100% vesting for ranking 6 or 7 out of 12. There is no vesting for a performance below the first quartile of the peer group (threshold), and the vesting is capped at 200% for delivering the best performance in the peer group. The second performance criterion, accounting for 30% of the relevant PSU grant, is ROIC. The ROIC criterion rewards the sustainable management of the Company’s assets. The three-year ROIC target was set by the Board of Directors on the basis of the long-term strategic plan of the Company. The vesting also ranges from 0% to 200% of target. The third performance criterion, accounting for 20% of the relevant PSU grant, is Customer Net Promoter Score (NPS). The NPS is a customer loyalty metric that quantifies how likely customers are to recommend Barry Callebaut's products or services to others. The vesting also ranges from 0% to 200% of target. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 75
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The fourth performance criterion, accounting for 10% of the relevant PSU grant, is a sustainability target. The vesting also ranges from 0% to 200%. Consequently, the overall vesting of the LTI award (including RSU and PSU) ranges from 50% and 150% of the initially determined number of share units granted. The Board of Directors reserves the right to suspend or adjust the vesting of the share units in case of a negative result from continuous operations of the Barry Callebaut Group. Once the shares are vested and transferred, they are free of any sales restrictions. Any award granted under the LTIP is subject to clawback and malus provisions. In case of a material misstatement of financial results or a serious reputational damage to Barry Callebaut due to fraud of willful intent, or of a gross misconduct which would qualify as a cause for termination, the Board of Directors may forfeit or claim back vested or unvested share units, within a period of two years after the vesting of the award. The share awards granted entitle the participants to full shareholders rights upon vesting of the share units (RSU/PSU) and their conversion into shares. In case of resignation or dismissal for cause during the vesting period (which ranges between one and three years), the initially granted, but not yet vested share units are forfeited. The fair value of the RSU granted (no performance condition) is estimated by taking the market price at grant date less the present value of the expected dividends that will not be received on these RSU during the vesting period. 2,420 share awards were granted in fiscal year 2025/26 with an average fair value of CHF 1,045 (in fiscal year 2024/25: 1,275 share awards with an average fair value of CHF 1,338). RSU have been granted to senior management only, excluding members of Executive Committee. The fair value of the PSU, of which the vesting is conditional upon the relative share price performance, is assessed as per grant date based on a valuation performed by external experts applying the “Monte Carlo simulation” method. The most relevant parameters relating to Barry Callebaut and the relevant peer group are the risk-free interest rate, annualized volatility, the share price and the dividend yields. The risk-free rates reflect three-year government bonds of the country of origin of the respective company and range from -0.01% to 3.96%. The volatilities and correlations are based on daily returns of a companyʼs share at its respective exchange of origin over a three-year period preceding the start of the vesting cycle (the annualized volatility for Barry Callebaut and its peer group ranges from 17.05% to 34.23%). The dividend yields are based on dividends paid over a three-year period preceding the start of the vesting cycle and range from 1.04% to 5.93%. The share prices are denominated in their respective currency and retrieved for the specified point in time. The base share price taken into account for Barry Callebaut is the share price at grant date and amounted to CHF 1'080. The fair value of PSU, of which the vesting is based upon non-market performance conditions, is taken at fair value of the Barry Callebaut share at grant date discounted for dividends until the vesting. The relative value is adjusted periodically during the vesting period, based on an estimation of the performance criteria at vesting date. In fiscal year 2025/26, 5,556 PSU were granted to members of the Executive Committee with an average fair value of CHF 1,246 (in fiscal year 2024/25: 3,492 share awards with an average fair value of CHF 1,270). To the other plan participants, 5,372 PSU with an average fair value of CHF 1,150 per share were awarded in fiscal year 2025/26 (in fiscal year 2024/25: 2,353 share awards with an average fair value of CHF 1,270). During FY2025/26, the Board approved a special one-time long-term incentive award for selected Executive Committee members. The award does not form part of the regular annual LTI program and is unusual and non-recurring. The award was granted entirely in restricted share units (RSU). The award vests after two years, subject to continued employment. It is not subject to a performance multiplier and therefore provides no opportunity for vesting above the number of RSU originally granted. Unvested awards are forfeited if employment terminates before the vesting date, subject only to the treatment of death or disability under the applicable plan rules. The fair value of the RSU granted (no performance condition) is estimated by taking the market price at grant date less the present value of the expected dividends that will not be received on these RSU during the vesting period. 2,673 RSU were granted under this plan to selected members of the Executive Committee with an average fair value of CHF 1,248. In fiscal year 2025/26, no sign-on shares were granted (in fiscal year 2024/25, 852 sign-on shares at the average amount of CHF 1,469 per share). Board of Directors The Board of Directors receives share awards annually for the respective service period. These share awards are not part of the share plans described above and are determined by the Nomination and Compensation Committee (NCC) as a monetary amount to be delivered for the respective service period in shares. The total number of shares awarded for the service period amounted to 2,534 with an average fair value of CHF 1,151 per share (previous service period: 1,637 share awards with an average fair value of CHF 1,313 per share). Recognition in financial statements The fair value of the share awards at grant date is recognized over the vesting period as a personnel expense under either of these share plans. For 2025/26, the amount thus recognized (before taxes) was CHF 13.8 million with a corresponding increase in equity (2024/25: CHF 7.7 million). Of the amount recognized in 2025/26, CHF 11.1 million related to the LTIP (2024/25: CHF 5.4 million) and CHF 2.7 million to the Board of Directors plan (2024/25: CHF 2.3 million). 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Accounting policies Employee benefit liabilities/post- employment benefits The Group operates a number of independently defined benefit plans and other post-retirement or long-term benefit plans, which conform to local legal and tax requirements. The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, applying the discount rate and deducting the fair value of any plan assets. The calculation of defined benefit liabilities is performed annually by qualified actuaries using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurement of the net defined benefit liability which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling are recognized immediately in Other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss. When the benefits of a plan are changed, or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs. The Group’s employee benefit schemes are exposed to changes in legislation and to investment return and matching risks, longevity risks and solvency risks. These risks may all require additional contributions and are therefore reviewed on a regular basis by the companies’ management or by the relevant Board of Trustees as follows: • Changes in legislation: monitoring of country-specific legislation changes • Investment return risk: analysis and optimization of the allocation and performance of assets as well as monitoring of compliance with investment guidelines • Investment matching risk: analysis and optimization of asset-liability matching and periodic fair valuation of assets and liabilities • Longevity risk: analysis of mortality assumptions and monitoring of demographic development • Solvency risk: monitoring of solvency of external solution providers Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. The Group has no further payment obligations once the contributions have been paid. Post- employment benefits other than pensions Certain subsidiaries provide health care and insurance benefits for a portion of their retired employees and their eligible dependents. The cost of these benefits is determined by actuaries and included in the related function expenses over the employees’ working lives. The related liability is also included in the position “Other long-term benefit plans”. Other long- term employee benefits Other long-term employee benefits represent amounts due to employees under deferred compensation arrangements mandated by certain jurisdictions in which the Group conducts its operations (including jubilee plans and other long-service award plans). That benefit is discounted to determine its present value. Related remeasurement costs are recognized in the Consolidated Income Statement. The related liability is included in the position “Other long-term benefit plans”. Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits or when the Group recognizes costs for restructuring. Long-Term Incentive Plan For the LTIP, Barry Callebaut AG shares are purchased on the market and passed on to satisfy the awards. In accordance with IFRS 2, the compensation costs relating to share awards granted under this deferred share plan are recognized in the Consolidated Income Statement over the vesting period at their fair value as at the grant date. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 77
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5 Group Structure and Related Parties 5.1 Group entities The entities of the Group as at August 31, 2026, are as follows: Switzerland Barry Callebaut Cocoa AG Zürich 100 EUR 81,515 Barry Callebaut Management Services AG Zürich 100 CHF 100,000 Barry Callebaut Re AG Zürich 100 CHF 3,000,000 Barry Callebaut Schweiz AG Dübendorf 100 CHF 4,600,000 Barry Callebaut Sourcing AG Zürich 100 CHF 2,000,000 Future Farming Initiative (FFI) AG Zürich 100 CHF 100,000 Australia Barry Callebaut Australia Pty Ltd Melbourne 100 AUD 30,100,000 Austria Barry Callebaut Belgium NV, Austrian Branch Graz 100 EUR — Belgium Barry Callebaut Belgium N.V. Lebbeke-Wieze 100 EUR 261,521,544 Barry Callebaut Manufacturing Halle B.V. Halle 100 EUR 15,488,952 Barry Callebaut Services N.V. Lebbeke-Wieze 100 EUR 929,286,000 Cabosse Naturals N.V. Halle 100 EUR 1,161,148 Europe Chocolate Company N.V. Malle 100 EUR 136,116 International Business Company Belgium B.V. Kortrijk (Heule) 100 EUR 2,065,000 Brazil Barry Callebaut Brasil Indústria e Comércio de Produtos Alimentícios Ltda. São Paulo 100 BRL 1,101,750,810 Cameroon Barry Callebaut Cameroon SA Douala 100 XAF 10,000,000 Société Industrielle Camerounaise des Cacaos SA Douala 83 XAF 6,885,000,000 Canada Barry Callebaut Canada Inc. St.-Hyacinthe 100 CAD 142,000,000 Chile Barry Callebaut Chile SpA Santiago 100 CLP 36,835,017,968 China Barry Callebaut (Suzhou) Chocolate Co., Ltd. Suzhou 100 CNY 205,167,028 Barry Callebaut (Suzhou) Chocolate R&D Center Co., Ltd. Suzhou 100 CNY 13,970,504 Colombia Barry Callebaut Colombia S.A.S. Bogota 100 COP 8,212,262,000 Ivory Coast Barry Callebaut Négoce SA Abidjan 100 XOF 3,700,000,000 Société Africaine de Cacao SA Abidjan 100 XOF 25,695,651,316 Societe Ivoirienne de Services Agricoles SA Abidjan 100 XOF 10,000,000 Czech Republic Barry Callebaut Czech Republic s.r.o. Prague 100 CZK 200,000 Denmark Barry Callebaut Denmark ApS Hostebro 100 DKK 500,000 Ecuador Barry Callebaut Ecuador SA Guayaquil 100 USD 20,750,000 France Barry Callebaut France SAS Hardricourt 100 EUR 67,900,000 Barry Callebaut Manufacturing France SAS Hardricourt 100 EUR 6,637,540 Barry Callebaut Nord Cacao SAS Gravelines 100 EUR 3,037,000 Country Subsidiary Municipality of registration %-owned Currency Capital Germany Barry Callebaut Belgium NV, German Branch Köln 100 EUR — Barry Callebaut Cocoa Germany GmbH Hamburg 100 EUR 25,000 C.J. van Houten & Zoon Holding GmbH Norderstedt 100 EUR 72,092,155 Tagungs- und Seminarzentrum Schloss Marbach GmbH Öhningen 100 EUR 5,600,000 Ghana Barry Callebaut Ghana Ltd. Tema 100 USD 9,204,219 Nyonkopa Cocoa Buying Ltd. Kumasi 100 GHS 4,250,000 Great Britain Barry Callebaut (UK) Ltd Banbury 100 GBP 3,200,000 Barry Callebaut Belgium NV, UK Branch Banbury 100 GBP — Barry Callebaut Beverages UK Ltd Chester 100 GBP 40,000 Barry Callebaut Manufacturing (UK) Ltd Banbury 100 GBP 15,467,852 Greece Barry Callebaut Hellas Single Member SA Athens 100 EUR 25,000 Hong Kong Barry Callebaut Hong Kong Limited Hong Kong 100 HKD 2 India Barry Callebaut Cocoa & Chocolate Ingredients India Private Limited Pune 100 INR 512,020,770 Barry Callebaut Global Business Services India LLP Hyderabad 100 INR 75,750 Indonesia P.T. Barry Callebaut Chocolate Indonesia Bandung 100 USD 10,010,000 P.T. Barry Callebaut Indonesia Bandung 100 IDR 66,213,000,000 P.T. Papandayan Cocoa Industries Bandung 100 USD 40,000,000 Ireland Barry Callebaut Belgium NV, ROI Branch Dublin 100 EUR — Israel Barry Callebaut Israel Ltd Tel Aviv 100 ILS 71,212 Italy Barry Callebaut Belgium N.V., Italian branch Milano 100 EUR — Dolphin S.r.l. Milano 100 EUR 110,000 D’Orsogna Dolciaria S.r.l. San Vito Chietino 100 EUR 5,000,000 Country Subsidiary Municipality of registration %-owned Currency Capital BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 78
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Japan Barry Callebaut Japan Ltd. Takasaki 100 JPY 835,000,000 Kazakhstan Barry Callebaut Kazakhstan LLP Almaty 100 KZT 159,339,800 Korea Barry Callebaut Chocolate Asia Pacific Pte. Ltd., Korea Branch Seoul 100 KRW — Luxembourg Barry Callebaut Investments GP S.à.r.l Luxembourg 100 EUR 12,000 Malaysia Barry Callebaut Malaysia Sdn Bhd Petaling Jaya 100 USD 11,119,936 Barry Callebaut Manufacturing Malaysia Sdn Bhd Johor Bahru 100 USD 10,000,000 Barry Callebaut Services Asia Pacific Sdn Bhd Petaling Jaya 100 MYR 500,000 Mexico Barry Callebaut Cocoa Management Services SA de CV Mexico City 100 MXN 100,000 Barry Callebaut GBS Mexico, S. de R.L. de CV Monterrey 100 MXN 60,010,000 Barry Callebaut Mexico Distributors SA de CV Escobedo N.L. 100 MXN 109,000,000 Barry Callebaut Mexico, S. de R.L. de CV Monterrey 100 MXN 13,030,200 DCMX Cocoa, SA de CV Mexico City 100 MXN 1,404,967 Morocco Barry Callebaut Maroc SARLAU Casablanca 100 MAD 280,000 Nigeria BC Nigeria Cocoa & Chocolate Limited Lagos 100 NGN 10,000,000 Philippines Cocoa Ingredients (Philippines) Inc. Makati City 100 USD 1,080,453 Poland Barry Callebaut Manufacturing Polska Sp. z o.o. Łódź 100 PLN 10,000,000 Barry Callebaut Polska Sp. z o.o. Łódź 100 PLN 50,000 Barry Callebaut SSC Europe Sp. z o.o. Łódź 100 PLN 2,000,000 Russia Barry Callebaut NL Russia LLC Moscow-Chekhov 100 RUB 864,510,182 CJSC Inforum-Prom Kasimov 100 RUB 100,000 Serbia Barry Callebaut South East Europe d.o.o. Belgrade 100 RSD 1,185,539 Singapore Barry Callebaut Chocolate Asia Pacific Pte. Ltd Singapore 100 USD 80,121,785 Barry Callebaut Cocoa Asia Pacific Pte Ltd Singapore 100 USD 558,130,230 South Africa Barry Callebaut South Africa (Pty) Ltd Johannesburg 100 ZAR — Spain Barry Callebaut Belgium NV, Spanish Branch Barcelona 100 EUR — Barry Callebaut Manufacturing Ibérica SA Gurb 100 EUR 987,600 La Morella Nuts SA Reus 100 EUR 344,553 Country Subsidiary Municipality of registration %-owned Currency Capital Sweden ASM Foods AB Mjölby 100 SEK 2,000,000 Barry Callebaut Sweden AB Kågeröd 100 EUR 11,428 Tanzania Biolands International Ltd. Moshi 100 TZS 40,000,000 Thailand Barry Callebaut Thailand Company Ltd Bangkok 100 THB 125,000,000 The Netherlands Barry Callebaut Cocoa Netherlands B.V. Zundert 100 EUR 18,000 Barry Callebaut Decorations B.V. Zundert 100 EUR 18,242 Barry Callebaut Nederland B.V. Zundert 100 EUR 21,435,000 BC Quercus NL B.V. Zundert 100 EUR 1 Dings-Decor B.V. Nuth 70 EUR 22,689 Hoogenboom Benelux B.V. Zundert 100 EUR 18,152 Türkiye Barry Callebaut Eurasia Gida Sanayi Ve Ticaret Ltd. Sti. Istanbul 100 TRY 2,383,000,000 Uganda Barry Callebaut East Africa Ltd Kampala 100 UGX 70,000,000 United Arab Emirates Barry Callebaut Trading L.L.C Dubai 100 AED 100,000 USA Barry Callebaut North America Holding Inc. Wilmington, DE 100 USD 1,003 Barry Callebaut USA Holding Inc. Wilmington, DE 100 USD 1,001 Barry Callebaut U.S.A. LLC Wilmington, DE 100 USD — Barry Callebaut USA Service Company Inc. Wilmington, DE 100 USD 1,000 Country Subsidiary Municipality of registration %-owned Currency Capital 1 The following subsidiaries are inactive or in liquidation: GOR Trade LLC, Barry Callebaut Holdings (UK) Ltd., BC Chocodesign Participacoes Ltda., Barry Callebaut Produktions Deutschland GmbH, Barry Callebaut Nigeria Ltd., Barry Callebaut Cocoa USA Inc., Barry Callebaut Manufacturing Norderstedt GmbH & Co. KG, P.T. Barry Callebaut Comextra Indonesia, BC Farm Services Ltd., Barry Callebaut Kaliningrad LLC BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 79
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Accounting policies Scope of consolidation/ subsidiaries The Consolidated Financial Statements of the Group include all the assets, liabilities, income and expenses of Barry Callebaut AG and the companies which it controls. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Non-controlling interests are shown as a component of equity in the balance sheet, and the share of the net profit attributable to non-controlling interests is shown as a component of the net profit for the year in the Consolidated Income Statement. Newly acquired companies are consolidated from the date control is transferred (the effective date of acquisition), using the acquisition method. Subsidiaries disposed of are included up to the effective date of disposal. All intragroup balances and unrealized gains and losses or income and expenses arising from intragroup transactions are eliminated in preparing the Consolidated Financial Statements. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. 5.2 Significant shareholders and related parties Significant shareholders The following shareholders hold a participation of more than 3% of the issued share capital of the Group’s ultimate parent Barry Callebaut AG: as at August 31, 2026 2025 Jacobs Investments 2 AG1 30.1 % 30.1 % Artisan Partners Limited Partnership1 10.0 % 10.0 % Renata Jacobs 5.1 % 5.1 % UBS Fund Management (Switzerland) AG1 5.0 % 6.5 % BlackRock Inc.1 3.1 % 3.1 % 1 Based on notifications through the electronic publication platform of the SIX Swiss Exchange. Related parties During the year, the Group entered into an agreement to acquire a 100% interest in arc capital partners FT SCSp, a Luxembourg-domiciled investment vehicle, for a total consideration of USD 9.8 million. Through this vehicle, the Group obtains a minority shareholding in NX Foods Inc (a.k.a. Planet A Foods), a food technology business developing innovative ingredients, particularly chocolate and cocoa alternatives. The investment was made in continuation of the Group's broader collaboration and long-term commercial partnership with Planet A Foods. The seller is ultimately beneficially owned by a member of the Board of Directors, who is also a beneficial co-owner of a significant shareholder as listed in the table above. The Board of Directors authorized and approved the transaction with the interested member recusing himself from voting on this matter. At the reporting date the transaction had not been completed; no consideration had been paid and no balances were outstanding. The transaction was completed after the reporting date and will be reflected in the consolidated financial statements for fiscal year 2026/27. Other than the transaction disclosed in this note, the Group had no further significant transactions with related parties during the fiscal years ended August 31, 2026 and August 31, 2025, nor were there any significant outstanding balances with related parties as at those dates. Compensation of key management personnel The key management personnel is defined as the Board of Directors and the Executive Committee. Key management compensation consists of the following: in million CHF 2025/26 2024/25 Short-term employee benefits 10.3 7.8 Post-employment benefits 2.1 1.6 Share-based payments 13.0 6.8 TOTAL 25.4 16.2 Further details related to the legal requirements of the Swiss Code of Obligations are disclosed in Notes 3.9 - "Treasury shares" and in the Remuneration Report. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 80
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6 Taxes 6.1 Income taxes Income tax expense in thousands of CHF 2025/26 2024/25 Current income tax expenses (73,486) (104,998) Deferred income tax expenses 2,091 35,191 TOTAL INCOME TAX EXPENSES (71,395) (69,807) Current income tax expenses include CHF 1.4 million ( 2024/25 : CHF 2.4 million) of current tax expenses related to Pillar Two minimum income taxes in fiscal year 2025/26. Reconciliation of income taxes in thousands of CHF 2025/26 2024/25 Profit before income taxes 229,093 258,185 Weighted average applicable tax rate 28.7 % 22.4 % Expected income tax expenses at weighted average applicable tax rate (65,830) (57,737) Non-tax deductible expenses (14,231) (11,856) Tax-deductible items not qualifying as an expense under IFRS Accounting Standards 36,646 60,626 Tax-exempt income 14,344 24,693 Income recognized for tax declarations purposes only (77,780) (21,007) Prior-period-related items (16,701) (9,792) Changes in tax rates 5,008 (9,029) Losses carried forward not yet recognized as deferred tax assets (13,622) (54,168) Tax relief on losses carried forward formerly not recognized as deferred tax assets 62,129 10,828 Tax increase related to Pillar 2 minimum top-up tax expenses (1,358) (2,365) TOTAL INCOME TAXES (71,395) (69,807) EFFECTIVE TAX RATE 31.2 % 27.0 % The weighted average applicable tax rate has, year-on-year, increased mainly due to changes in the country mix of profit before taxes and higher impact of tax losses. Income recognized for tax declaration purposes only of CHF 77.8 million (2024/25 : CHF 21.0 million) includes the partial derecognition of certain deferred tax assets for which the recoverability criteria are no longer met as at August 31, 2026. Tax deductible items not qualifying as an expense under IFRS of CHF 36.6 million (2024/25 : CHF 60.6 million) include the first time recognition of certain deferred tax assets for which the recoverability criteria are met based on an assessment of the future fiscal profitability as at August 31, 2026. The tax relief on losses carried forward previously not recognized as deferred tax assets of CHF 62.1 million (2024/25: CHF 10.8 million) consists of CHF 16.8 million tax relief on utilization of tax losses carried forward previously not recognized (2024/25: CHF 8.6 million) and CHF 45.3 million of tax losses recognized for the first time in 2025/26 (2024/25: CHF 2.2 million). 6.2 Deferred tax assets and liabilities Movement in deferred tax assets and liabilities as at September 1, 2025 32,849 (114,852) 220,224 (9,679) 19,920 41,998 190,460 Charged to the income statement (50,772) (15,767) (68,342) 7,272 87,323 42,377 2,091 Recognized in other comprehensive income (47) — (13,150) — (2,923) — (16,120) Application of hyperinflation accounting , deferred tax impact — (1,552) — — — — (1,552) Effect of disposals — (94) (5) — 84 — (15) Currency translation effects (1,304) 18 733 380 71 918 816 AS AT AUGUST 31, 2026 (19,274) (132,247) 139,460 (2,027) 104,475 85,293 175,680 in thousands of CHF Inventories Property, plant, equipment/ intangible assets and goodwill Other assets Provisions Other liabilities Tax loss carry- forwards Total BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 81
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as at September 1, 2024 52,337 (123,806) 120,889 1,001 44,851 29,719 124,991 Charged to the income statement (19,795) 5,769 75,035 (10,945) (27,949) 13,076 35,191 Recognized in other comprehensive income — (4) 31,043 — 2,409 — 33,448 Application of hyperinflation accounting, deferred tax impact — (578) — — — — (578) Effect of disposals 1,416 (187) — — (1,317) — (88) Currency translation effects (1,109) 3,954 (6,743) 265 1,926 (797) (2,504) AS AT AUGUST 31, 2025 32,849 (114,852) 220,224 (9,679) 19,920 41,998 190,460 in thousands of CHF Inventories Property, plant, equipment/ intangible assets and goodwill Other assets Provisions Other liabilities Tax loss carry- forwards Total For fiscal year 2025/26, deferred tax expense recognized in other comprehensive income amounted to CHF 16.1 million (2024/25: deferred tax income CHF 33.4 million), and this relates to deferred tax expense on remeasurement of defined benefit plans of CHF 2.6 million (2024/25: deferred tax income of CHF 0.7 million) and to deferred tax expense on cash flow hedging reserves of CHF 13.5 million (2024/25: deferred tax income of CHF 32.7 million). Recognized deferred tax assets and liabilities The recognized deferred tax assets and liabilities, without set off of balances within the same tax jurisdiction, are attributable to the following: as at August 31, 2026 2025 in thousands of CHF Assets Liabilities Net Assets Liabilities Net Inventories 18,916 (38,190) (19,274) 37,029 (4,180) 32,849 Property, plant and equipment/Intangible assets and goodwill/Right of use assets 14,865 (147,112) (132,247) 12,458 (127,310) (114,852) Other assets 168,512 (29,052) 139,460 241,027 (20,803) 220,224 Provisions 663 (2,690) (2,027) 669 (10,348) (9,679) Other liabilities 112,567 (8,092) 104,475 84,963 (65,043) 19,920 Tax losses carried forward 85,293 — 85,293 41,998 — 41,998 Tax assets/(liabilities) 400,816 (225,136) 175,680 418,144 (227,684) 190,460 Setoff within same tax jurisdiction (155,504) 155,504 — (173,143) 173,143 — REFLECTED IN THE BALANCE SHEET 245,312 (69,632) 175,680 245,001 (54,541) 190,460 For fiscal year 2025/26, deferred tax assets amounting to CHF 57.0 million (2024/25: CHF 31.7 million) were recognized that are depending on future taxable profits in excess of existing taxable temporary differences for entities which suffered fiscal losses in the current period. Tax losses carried forward excluded from recognition of related deferred tax assets Tax losses carried forward, not recognized as deferred tax assets, have the following expiry dates: as at August 31, in thousands of CHF 2026 2025 Expiry: Within 1 year 5,217 5,224 After 1 up to 2 years — 62 After 2 up to 3 years 5,191 1,134 After 3 up to 10 years 25,856 293,676 After 10 years 7,284 — Unlimited 616,842 715,522 TOTAL UNRECOGNIZED TAX LOSSES CARRIED FORWARD 660,390 1,015,618 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 82
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Tax losses carried forward utilized during the year 2025/26 were CHF 98.6 million (2024/25: CHF 44.8 million). The related tax relief amounted to CHF 21.5 million, of which CHF 4.7 million were already recognized as a deferred tax asset in the previous year (2024/25: CHF 11.2 million of which CHF 2.6 million were already recognized as a deferred tax asset in the previous year) and CHF 16.8 million that were previously not recognized (2024/25: CHF 8.6 million). As at August 31, 2026, the Group had unutilized tax losses carried forward of approximately CHF 1,028.7 million (2024/25: approximately CHF 1,203.9 million) available for offset against future taxable income. Of the total tax losses carried forward, an amount of CHF 368.5 million has been recognized for deferred taxation purposes resulting in a deferred tax asset of CHF 85.3 million (2024/25: CHF 188.4 million recognized resulting in a deferred tax asset of CHF 42.0 million). The net increase of CHF 43.3 million in the deferred tax asset on recognized tax losses carried forward, consists of CHF 45.3 million first time recognition of prior year tax losses carried forward, CHF 21.3 million recognition of current year tax losses, CHF 4.7 million decrease resulting from utilization of tax losses already recognized as a deferred tax asset in prior year, CHF 19.5m decrease resulting from derecognition and disposal of tax losses carried forward recognized as a deferred tax asset in prior year, and CHF 0.9 million increase relating to currency translation adjustments. Accounting policies Taxes Current income taxes are recognized based on taxable income, whereas other taxes such as non- recoverable taxes withheld on management fees and royalties received or paid are reported under “Other expenses”. Non-recoverable withholding taxes are only accrued if distribution by subsidiary companies is foreseen. Income taxes are calculated in accordance with the tax regulations in effect in each country. Current and deferred tax liabilities and assets for uncertain tax positions according to IFRIC 23 are considered based on the probability of the related uncertain tax positions and measured based on the single most probable outcome or the weighted average expected outcome of the uncertain tax positions. The Group determines the expected income tax rate by weighing the applicable tax rates in the jurisdictions concerned based on the profit before taxes per jurisdiction. The applicable expected tax rate per company is the domestic corporate income tax rate applicable to the profit before taxes of the company for the respective fiscal year. Deferred income taxes are recognized using the balance sheet liability method. Deferred income tax applies to all temporary differences arising between the tax values of assets and liabilities and their values in the Consolidated Financial Statements. The Group has fully applied the Pillar 2 minimum top-up tax requirements as from fiscal year 2024/25. Many jurisdictions in which the Group operates have enacted legislation to implement the Pillar 2 minimum income tax and the Group is subject to Pillar 2 as from fiscal year 2024/25. The Group has disclosed separately its current tax expense (income) related to Pillar 2 current income taxes for the current fiscal year 2025/26 and for the prior year 2024/25, which was the first year of Pillar 2 implementation. The Group has applied, in line with the standards, the temporary mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two minimum income taxes and accounts for it as a current tax when it is incurred. The recoverability of deferred tax assets is assessed based on the availability of sufficient fiscal profitability in the future to absorb the future tax deduction of the related temporary differences or the related tax losses carried forward. Deferred tax liabilities related to the investments in subsidiaries and joint ventures are not recognized to the extent the Group is able to control the timing of the reversal of these temporary differences and it is probable that these temporary differences will not reverse in the foreseeable future. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 83
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7 Other Disclosures 7.1 Other accounting policies Foreign currency transactions The functional currency of the Group’s entities is the currency of their primary economic environment. In individual companies, transactions in foreign currencies are recorded at the rate of exchange at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the respective functional currencies at the exchange rates prevailing at the reporting date. Resulting foreign exchange gains and losses are recognized in the income statement. Foreign exchange gains and losses related to commercial transactions and the measurement of financial instruments used to economically hedge such transactions are included in Cost of goods sold. All other foreign exchange gains and losses are recognized within Finance income or Finance expense. Foreign currency translation For consolidation purposes, assets and liabilities of subsidiaries reporting in currencies other than Swiss francs are translated to Swiss francs at reporting date rates of exchange. Income statement and cash flow statement are translated at the average rates of exchange for the period. Differences arising from the translation of financial statements using the above method are recorded as cumulative translation adjustments in other comprehensive income. When a foreign operation is disposed of, such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve is reclassified to the Consolidated Income Statement as part of the gain or loss on disposal. Since fiscal year 2021/22, the provision of IAS 29 “Financial Accounting in Hyperinflationary Economies”, are applied to one legal entity in Türkiye. The financial information of the Turkish subsidiary has been restated into current purchasing power, before being translated and included in the consolidated financial statement of the Group. The consumer price index provided by the Turkish Statistical Institute has been used in applying IAS 29. The loss on net monetary items in fiscal year 2025/26 amounted to CHF 5.3 million (2024/25: CHF 5.1 million loss). Other currencies which fall under the hyperinflation definition of IAS 29 do not materially affect the Group's financial position, results, or cash flows and, based on this assessment, the provisions of IAS 29 are not applied for them. Major foreign exchange rates 2025/26 2024/25 in alphabetical order Closing rate Average rate Closing rate Average rate BRL 0.1550 0.1520 0.1482 0.1495 EUR 0.9375 0.9245 0.9357 0.9386 GBP 1.0955 1.0660 1.0833 1.1122 MXN 0.0474 0.0448 0.0430 0.0433 RUB 0.0094 0.0101 0.0100 0.0096 USD 0.8084 0.7945 0.8017 0.8534 XOF/XAF (unit 1,000) 1.4292 1.4092 1.4264 1.4308 Government grants Provided there is reasonable assurance that they will be irrevocably received, grants relating to capital expenditure are deducted from the cost of property, plant and equipment and thus recognized in the Consolidated Income Statement on a straight-line basis over the useful life of the asset. Other grants that compensate the Group for expenses incurred, are deferred and recognized in the Consolidated Income Statement over the period necessary to match them with the costs they are intended to compensate. 7.2 Subsequent events The Consolidated Financial Statements were authorized for issue on November 2, 2026 by the Board of Directors, and are subject to approval by the Annual General Meeting of Shareholders on December 9, 2026. Except for the transaction disclosed in Note 5.2 – “Significant shareholders and related parties”, no events occurred after the reporting date that would require an adjustment to the carrying amounts of assets and liabilities or additional disclosure in the consolidated financial statements. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 84
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FINANCIAL STATEMENTS OF BARRY CALLEBAUT AG Income Statement Income Dividend income 2.1 150,000 — Profit sharing income 2.2 155,559 98,267 Management fees 2.3 34,795 35,634 License income 2.4 33,635 23,473 Other finance income 2.5 10,953 19,422 Other operating income 2,721 84 TOTAL INCOME 387,663 176,880 Expenses Financial expenses 2.6 (55,599) (47,687) Personnel expenses 2.7 (91,722) (75,386) Other operating expenses 2.8 (142,950) (142,038) Depreciation, amortization and impairment 2.9 (16,529) 9,015 TOTAL EXPENSES (306,800) (256,096) Net gain/(loss) before income tax 80,863 (79,216) Income tax expenses 35 (213) NET GAIN/(LOSS) FOR THE YEAR 80,898 (79,429) for the fiscal year in thousands of CHF Notes 2025/26 2024/25 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 91
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Balance Sheet Current assets Cash and cash equivalents 55 53 Other current receivables from third parties 1,866 2,572 from Group companies 3.1 183,879 114,760 Current interest-bearing receivables from Group companies 3.2 3 240,000 Prepaid expenses 994 1,048 Total current assets 186,797 358,433 Non-current assets Non-current interest-bearing deposits from Group companies — 252,000 Other non-current assets 8 8 Investments 3.3 2,634,807 2,558,073 Property, plant and equipment 4,145 5,284 Intangible assets 666 534 Total non-current assets 2,639,626 2,815,899 TOTAL ASSETS 2,826,423 3,174,332 Assets as at August 31, in thousands of CHF Notes 2026 2025 Current liabilities Current interest-bearing liabilities from third parties 3.4 — 239,828 from Group companies 3.5 354,259 248,979 Other current payables to third parties 14,174 19,387 to Group companies 65,457 68,791 Provisions 28,573 11,796 Accrued expenses to third parties 3.6 35,948 41,282 to Group companies 649 2,062 Total current liabilities 499,060 632,125 Non-current liabilities Non-current interest-bearing liabilities from third parties 3.7 1,388,313 1,387,918 from Group companies 61,424 204,958 Provisions 5,218 1,204 Total non-current liabilities 1,454,955 1,594,080 TOTAL LIABILITIES 1,954,015 2,226,205 Shareholders’ equity Share capital 3.8 110 110 Legal capital reserve from capital contributions 39 39 Legal retained earnings in the narrower sense 33,236 33,236 Treasury shares 3.9 (5,884) (8,347) Available earnings Profit brought forward 764,009 1,002,518 Net gain/(loss) for the year 80,898 (79,429) Total shareholders’ equity 872,408 948,127 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,826,423 3,174,332 Liabilities and shareholders' equity as at August 31, in thousands of CHF 2026 2025 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 92
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NOTES TO THE FINANCIAL STATEMENTS 1. Principles 1.1 General aspects These financial statements of Barry Callebaut AG, domiciled in Zurich, Switzerland, have been prepared in accordance with the provisions of the Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. 1.2 Foregoing a cash flow statement and additional disclosures in the notes As Barry Callebaut AG has prepared its Consolidated Financial Statements in accordance with IFRS Accounting Standards, the Company elected to forego presenting additional information on interest- bearing loans and audit fees in the notes as well as a cash flow statement in accordance with the law. 2. Information on income statement 2.1 Dividend income The dividend income in the current fiscal year relates fully to dividends distributed by Barry Callebaut Sourcing AG, Switzerland. 2.2 Profit sharing income Profit sharing income comprises amounts received from Group companies under residual profit-sharing arrangements. These arrangements form part of the Group's global transfer pricing model and reflect Barry Callebaut AG's role as a co-entrepreneur in specific intercompany relationships, entitling the Company to a share of the residual profits generated by the respective activities. 2.3 Management fees Barry Callebaut AG provides a wide variety of business support services for the benefit of its Group companies, such as management support services, information management services (i.e. information technology-related services), accounting and finance, human resources, consulting, tax, and legal services. 2.4 License income License income contains royalties from Group companies that are related to the usage of brands and trademarks. Accounting policies Revenue recognition Dividend income, profit sharing income, management fees and license income are recorded as revenue when realized. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 93
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2.5 Other finance income for the fiscal year in thousands of CHF 2025/26 2024/25 Interest income from third parties 350 339 Interest income from Group companies 4,023 9,042 Foreign exchange gains 6,580 10,041 TOTAL 10,953 19,422 2.6 Financial expenses for the fiscal year in thousands of CHF 2025/26 2024/25 Bank charges (153) (88) Interest expense for bonds and participation fees (33,800) (32,779) Interest expense to Group companies (5,904) (8,059) Foreign exchange losses (15,742) (6,761) TOTAL (55,599) (47,687) 2.7 Personnel expenses Personnel expenses include wages and salaries, respective compulsory social security contributions as well as expenses for equity-settled share-based payments. Accounting policies Share-based payments Should treasury shares be used for share-based payment programs for Board members and employees, the difference between the original acquisition cost and any consideration paid by the employees at grant date is recognized as personnel expenses. These expenses are allocated across the entire vesting period if the actual shares are only handed over at a later date and if it depends on the board member remaining with the entity for a set period. Should the share-based compensation be related exclusively to performance during the year of the allocation, the entire expense is recorded in that year, regardless of the actual transfer date of the shares. 2.8 Other operating expenses for the fiscal year in thousands of CHF 2025/26 2024/25 Legal and consulting fees (38,402) (63,729) Other expenses to third parties (18,545) (14,734) Assistance fees to Group companies (86,003) (63,575) TOTAL (142,950) (142,038) 2.9 Depreciation, amortization and impairment for the fiscal year in thousands of CHF 2025/26 2024/25 Depreciation of property, plant and equipment (1,193) (1,217) Amortization of intangible assets (211) (268) Impairment of participations (15,125) — Reversal of impairment of Cabosse Naturals Switzerland AG due to merger — 10,500 TOTAL (16,529) 9,015 3. Information on balance sheet 3.1 Other current receivables from Group companies Other current receivables from Group companies mainly consist of receivables for profit sharing income, royalties and management fees. 3.2 Current interest-bearing receivables from Group companies as at August 31, in thousands of CHF 2026 2025 Deposits from Group companies — 240,000 Other receivables from Group companies 3 — TOTAL 3 240,000 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 94
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3.3 Investments Barry Callebaut Belgium N.V., Belgium BE-Lebbeke-Wieze EUR 261,521,544 Production, sales 100% 100% Barry Callebaut Services N.V., Belgium BE-Lebbeke-Wieze EUR 929,286,000 Centralized treasury, management services 100% 100% Cabosse Naturals N.V., Belgium BE-Halle EUR 1,161,148 Research and development 100% 100% Barry Callebaut Manufacturing Halle B.V., Belgium BE-Halle EUR 15,488,952 Production, sales 100% 100% Barry Callebaut Sourcing AG, Switzerland CH-Zürich CHF 2,000,000 Sourcing 100% 100% Barry Callebaut Schweiz AG, Switzerland CH-Dübendorf CHF 4,600,000 Production, sales 100% 100% Barry Callebaut Management Services AG, Switzerland CH-Zürich CHF 100,000 Management services 100% 100% Barry Callebaut Cocoa AG, Switzerland CH-Zürich EUR 81,515 Production, sales 100% 100% Barry Callebaut Re AG, Switzerland CH-Zürich CHF 3,000,000 Captive Re-Insurance 100% 100% C.J. van Houten & Zoon Holding GmbH, Germany DE-Norderstedt EUR 72,092,155 Holding 100% 100% Tagungs- und Seminarzentrum Schloss Marbach GmbH, Germany DE-Öhningen EUR 5,600,000 Conference and training center 100% 100% Barry Callebaut Israel LTD, Israel IL-Tel Aviv ILS 71,222 Sales 100% 100% Barry Callebaut Global Business Services India LLP, India IN-Hyderabad INR 75,750 Management services 100% 100% Barry Callebaut Kazakhstan LLP, Kazakhstan KZ-Almaty KZT 158,339,800 Sales 100% 100% Barry Callebaut GBS Mexico, S. de R.L. de CV MX- Monterrey MXN 60,010,000 Management services 99% 99% Barry Callebaut Nigeria Ltd., Nigeria NG-Lagos NGN 10,000,000 Dormant 1% 1% Barry Callebaut Nederland B.V., The Netherlands NL-Zundert EUR 21,435,000 Sales 100% 100% Barry Callebaut Decorations B.V., The Netherlands NL-Zundert EUR 18,242 Production, sales 100% 100% BC Quercus NL B.V., The Netherlands NL-Zundert EUR 1 Management services 100% 0% as at August 31, Percentage of ownership1 Name and domicile Municipality of registration Share capital Purpose 2026 2025 1 Capital rights (percentage of ownership) correspond with voting rights. Barry Callebaut AG controls all entities of the Barry Callebaut Group either directly or indirectly through the above listed companies. All principal subsidiaries are listed in Note 5.1 - “Group entities” to the Consolidated Financial Statements of Barry Callebaut AG. Accounting policies Investments Investments are stated at historical cost less any allowance for impairment. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 95
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3.4 Current interest-bearing liabilities from third parties as at August 31, in thousands of CHF Maturity Interest 2026 2025 Senior Bond CHF 240 million May-26 1.800 % — 239,828 TOTAL — 239,828 3.5 Current interest-bearing liabilities from Group companies as at August 31, in thousands of CHF 2026 2025 Short-term loans from Group companies 210,720 64,900 Short-term portion of long-term loans from Group companies 143,534 184,000 Other payables from Group companies 5 79 TOTAL 354,259 248,979 Accounting policies Current interest- bearing liabilities Current interest-bearing loans are recognized on the balance sheet at nominal value, whereas bonds are recognized at amortized costs. 3.6 Accrued expenses Accrued expenses mainly consist of accrued interest expense, personnel expenses related accruals and accrued legal and consulting fees. 3.7 Non-current interest-bearing liabilities from third parties as at August 31, in thousands of CHF Maturity Interest 2026 2025 Senior Bond CHF 225 million Jan-28 1.9500 % 224,709 224,623 Senior Bond CHF 270 million May-30 2.0500 % 269,617 269,546 Senior Bond CHF 160 million Jan-31 1.8000 % 159,884 159,866 Senior Bond CHF 375 million Jan-32 2.3000 % 374,515 374,371 Senior Bond CHF 220 million May-34 2.4000 % 219,688 219,630 Senior Bond CHF 140 million Jan-35 2.1000 % 139,900 139,882 TOTAL 1,388,313 1,387,918 Accounting policies Non-current interest- bearing liabilities Non-current interest-bearing loans are recognized on the balance sheet at nominal value, whereas bonds are recognized at amortized costs. 3.8 Share capital and authorized capital Share capital in the amount of CHF 109,777 consists of 5,488,858 registered shares at a par value of CHF 0.02 each. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 96
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3.9 Treasury shares Number of transactions Lowest rate in CHF Highest rate in CHF Average rate of transaction in CHF Quantity as at September 1, 2024 8,245 Purchase 5 734 766 752 2,500 Allocations to Management 14 1,665 (2,739) Allocations to Board members 1 1’724 (1,849) INVENTORY AS AT AUGUST 31, 2025 6,157 Purchase 5 1,063 1,224 1,120 2,500 Allocations to Management 14 1,318 (2,282) Allocations to Board members 1 1,342 (1,637) INVENTORY AS AT AUGUST 31, 2026 4,738 As at balance sheet date, acquisition costs for directly held treasury shares amounted to CHF 5.9 million (2024/25: CHF 8.3 million). Accounting policies Treasury shares Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the date of acquisition. In case of a resale of treasury shares, the gain or loss is recognized through the income statement as other finance income or finance expense. 4. Other information 4.1 Full-time equivalents In line with prior fiscal year, the average number of employees (full-time equivalents) of Barry Callebaut AG exceeded 50, but did not exceed 250. 4.2 Lease commitments for the fiscal year in thousands of CHF 2025/26 2024/25 within the next 5 years 5,929 7,133 more than 5 years 779 2,324 TOTAL FUTURE LEASE COMMITMENTS 6,708 9,457 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 97
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4.3 Liens, guarantees and pledges in favor of third parties The Company is a co-debtor for the following facilities: as at August 31, Amount in millions of CHF Issuance 2026 2025 Schuldscheindarlehen of EUR 276 million, Barry Callebaut Services N.V., Belgium1 Feb-19 258.8 436.9 Schuldscheindarlehen of CHF 21 million, Barry Callebaut Services N.V., Belgium Feb-19 21.0 21.0 Schuldscheindarlehen of EUR 248.5 million, Barry Callebaut Services N.V., Belgium Jul-20 233.0 232.5 Schuldscheindarlehen of CHF 5 million, Barry Callebaut Services N.V., Belgium Jul-20 5.0 5.0 Bank loans max. EUR 1,312.5 million, Barry Callebaut Services N.V., Belgium2 Oct-21 1,230.5 1,228.0 European Bank for Reconstruction and Development loan, EUR 52.3 million, Barry Callebaut South East Europe d.o.o., Serbia2 Apr-23 49.0 48.8 Eurobond of EUR 600.9 million, Barry Callebaut Services N.V., Belgium3 Jun-24 563.3 655.0 Eurobond of EUR 1,000.1 million, Barry Callebaut Services N.V., Belgium4 Feb-25 937.6 1,637.4 Bank loans max. EUR 2,000.0 million, Barry Callebaut Services N.V., Belgium2 Apr-26 1,875.0 — 1 2024/25: EUR 467 million. 2 The maximum liability is limited to the freely distributable retained earnings (CHF 839.0 million less 35% withholding tax, 2024/25: 914.7 million less 35% withholding tax). 3 2024/25: EUR 700 million. 4 2024/25: EUR 1,750.0 million. The Company issued several guarantees in relation to various facilities granted to direct and indirect subsidiaries for an amount of up to CHF 3,669.3 million (2024/25: CHF 3,717.2 million). 4.4 Restricted share units and performance share units granted to the Board of Directors, the Executive Committee and employees 2025/26 2024/25 Quantity Value (CHF) Quantity Value (CHF) Restricted share units granted to the Board of Directors1 2,236 2,725,699 1,637 2,149,381 Restricted and performance share units granted to the Executive Committee2 8,229 10,258,802 3,524 4,476,137 Restricted and performance share units granted to employees of Barry Callebaut AG and subsidiaries2, 3 7,792 8,707,054 4,448 5,906,460 1 The value of the restricted share units is the market price at grant date. 2 For share price-dependent performance share units, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method excluding the net present value of expected dividends. The value of the non-share price- dependent performance share units is the market price at grant date discounted for dividends until the vesting. The value of the restricted share units is the market price at grant date discounted for dividends until the vesting. 3 Employees include all participants in the share plan of the Group including employees on the payroll of subsidiaries of which Barry Callebaut AG is the ultimate parent. 4.5 Significant events after the balance sheet date There are no significant events that would require any modification of the value of the assets and liabilities or additional disclosures after the balance sheet date. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 98
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PROPOSED APPROPRIATION OF AVAILABLE EARNINGS in thousands of CHF Balance carried forward as at September 1, 2025 923,089 Dividend to shareholders (gross)1 (159,080) Net gain/(loss) for the year 80,898 Voluntary retained earnings as at August 31, 2026 844,907 Treasury shares (5,884) AVAILABLE EARNINGS AS AT AUGUST 31, 2026 839,023 Proposed appropriation of available earnings by the Board of Directors Dividend of CHF 29.00 per share² (159,177) BALANCE TO BE CARRIED FORWARD 679,846 1 Resolution of the General Meeting of Shareholders held on December 10, 2025. The payment excludes dividends on 3,332 treasury shares reducing the proposed amount of CHF 159,176,882 in the 2024/25 proposed appropriation of available earnings by CHF 96,628 to CHF 159,080,254 effectively distributed. 2 The total dividend amount is calculated based on all outstanding registered shares (while payment of dividend for treasury shares held by the Group on the payment date will be excluded). The Board of Directors proposes to the 2026 Annual General Meeting a dividend of CHF 29.00 per share. The dividend will be paid to shareholders on, or around, January 13, 2027. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 99
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GOVERNANCE 105 Corporate Governance Report 120 Remuneration Report BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 104
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CORPORATE GOVERNANCE REPORT This Corporate Governance Report provides information on the Group’s structure and shareholders, the Company’s Board of Directors and its committees as well as the Executive Committee. Barry Callebaut AG (the “Company” or “Barry Callebaut”) and its subsidiaries (together the “Group”) are committed to a high standard of corporate governance. The principles and rules of corporate governance practiced by Barry Callebaut are laid down in the Articles of Incorporation, the Organizational Regulations of the Board of Directors and the Charters of the Board Committees. These are reviewed regularly by the Board of Directors (the “Board”) and amended as needed. This Corporate Governance Report adheres to the SIX Directive on Information Relating to Corporate Governance (DCG). Group structure In the year under review, the Group was organized into two segments: Global Chocolate and Global Cocoa. Within Global Chocolate the Group has five sales groups: Western Europe (WE), Central and Eastern Europe (CEE), North America, Latin America, and Asia, Middle East and Africa (AMEA). The Group’s business can also be separated into three different product groups: Food Manufacturers, Gourmet and Cocoa Products. Organizational Chart as of the publication date of this Annual Report 2025/26 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 105 Board of Directors Chairman: Patrick De Maeseneire NCC2 Chairman: Fernando Aguirre Group Internal Audit Markus Studhalter Corporate Secretary Philipp Muheim (ad interim) CEO Hein Schumacher4 Chief Financial Officer Peter Vanneste Chief Operating Officer Thomas Gaengler5 Chief People & Culture Officer Victoria Gazzo 1 Audit, Risk & Compliance Committee (ARCC). Since January 1, 2026 (formerly the Audit, Finance, Risk, Quality & Compliance Committee (AFRQCC)). 2 Nomination and Compensation Committee (NCC). 3 Future Farming Initiative (FFI). 4 With effect as of January 26, 2026, Peter Feld stepped down from his role as CEO and was succeeded by Hein Schumacher. 5 With effect as of September 1, 2026, Clemens Woehrle stepped down from his role as Chief Customer Supply & Development Officer and was succeeded by Thomas Gaengler as Chief Operating Officer. FFI3 Chairman: Fernando Aguirre ARCC1 Chairwoman: Barbara Richmond
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Barry Callebaut is incorporated under Swiss law and has its head offices at Hardturmstrasse 181, Zurich, Switzerland. The Company’s shares are listed on the SIX Swiss Exchange in Switzerland (ISIN number: CH0009002962). As at August 31, 2026, the total number of issued shares in the Company was 5,488,858 and the market capitalization based on issued shares was CHF 6,120.1 million (2025: CHF 5,928.0 million). The principal subsidiaries of the Company are listed in Note 5.1 - "Group entities" to the Consolidated Financial Statements. The significant shareholders of the Company are listed in Note 5.2 - "Significant shareholders and related parties", with reference shareholder Jacobs Investments 2 AG holding 30.1% of the issued share capital (2025: 30.1%), and Renata Jacobs holding 5.1% of the issued share capital (2025: 5.1%). The Company is not aware of any cross-shareholding agreements exceeding 5% of its capital or voting rights on both sides. Capital structure and shareholders The information required by the DCG regarding the Company’s capital structure is provided in Note 3.2 - "Equity" to the Consolidated Financial Statements. The Company has no convertible bonds outstanding. The issued share capital has been unchanged since 2018; it is divided into 5,488,858 registered shares with a nominal value of CHF 0.02 each. All of the issued shares are fully paid up and are not subject to calls for additional payments of any kind. The Company has one class of shares, which carries no right to a fixed dividend. There are no participation certificates or dividend- right certificates. The Company does not have authorized or conditional share capital. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 106
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BOARD OF DIRECTORS The Board has the ultimate responsibility of directing, supervising and controlling the Company and the Group as well as their management and for supervising their compliance with applicable laws, rules and regulations. The Board establishes the strategic direction and the organizational and financial policies to be followed. It appoints the Executive Committee, to which it has delegated the operational management of the Company. Besides its non- transferable and inalienable duties pursuant to Swiss corporate law, the Board has retained certain responsibilities as set forth in the Company’s Organizational Regulations, which are available on the website of Barry Callebaut (www.barry-callebaut.com/about-us/ investors/corporate-governance/functioning-board). Pursuant to the Company’s Articles of Incorporation, no member of the Board may hold more than 15 additional mandates, of which no more than five may be in stock-exchange-listed companies. As at August 31, 2026, the Board consisted of ten non-executive members. Each member of the Board is elected by the shareholders of the Company at the Annual General Meeting of Shareholders for a term of office of one year and may be re-elected for successive terms. The composition of the Board of the Company as at August 31, 2026, was as follows: Name Nationality Member since Function ARCC NCC FFI Patrick De Maeseneire Belgian 2015 Chairman Markus R. Neuhaus Swiss 2018 Vice- Chairman Member Fernando Aguirre US/ Mexican 2013 Director Chairman Chairman Mauricio Graber Mexican 2023 Director Member Thomas Intrator Swiss 2022 Director Member Member Nicolas Jacobs Swiss 2012 Director Member Aruna Jayanthi Indian 2024 Director Member Barbara Richmond British 2024 Director Chairwoman Daniela Bosshardt Swiss 2025 Director Member John Tiefel Swiss/ German/ Canadian 2025 Director Member The below matrix sets out the key skills of the Board based on internal assessment. Skills matrix % of Board Members 0% 25% 50% 75% 100% Farming, ESG Industry & sector experience Finance Governance Digitalization Leadership BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 107
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 108 PATRICK DE MAESENEIRE MARKUS R. NEUHAUS Chairman, 1957, Belgian national Vice-Chairman, 1958, Swiss national Patrick De Maeseneire joined the Board of Barry Callebaut in 2015 as Vice-Chairman and was elected Chairman in 2016. He started his career in 1980 at Arthur Andersen and subsequently held senior positions at Wang, Apple Computer and Sun International before joining the Adecco Group in 1998, where he held high-ranking positions in both Europe and the US. From 2002 to 2009, Patrick De Maeseneire was CEO of Barry Callebaut before returning to Adecco to become CEO of the Group in 2009, a position he held until August 2015. In November 2015, he was appointed CEO of Jacobs Holding AG, where he remained until April 2023. In that period he was also Chairman of the portfolio companies of Jacobs Holding, Cognita, Colosseum Dental Group and North American Dental Group. In May 2023, he became CEO of Colosseum Dental, the Nr. 1 European dental care provider owned by Jacobs Holding AG, where he now took on the position of Chairman again. Patrick De Maeseneire holds a Master’s degree in Commercial Engineering from the Solvay Business School of the University of Brussels (VUB) (Belgium), and a special license in Marketing Management from the Vlerick Business School, Gent (Belgium). Patrick De Maeseneire also studied Business Management at London Business School and INSEAD, Fontainebleau (France). In 2007, Patrick De Maeseneire was awarded the title of Baron by King Albert II of Belgium. Dr. Markus R. Neuhaus joined the Board of Barry Callebaut in 2018 and became its Vice-Chairman in 2019. He started his career in 1985 with the audit and advisory firm PwC, to which he remained loyal for almost his entire career, ultimately becoming Chairman of the Board of PwC Switzerland (from 2012 to 2019) and a member of the Supervisory Board of PwC Europe SE (from 2013 to 2019). Throughout his career, he held various leadership positions within the PwC Network, including CEO of the Swiss firm from 2003 to 2012 and for 5 years member of the global PwC network executive team. Markus R. Neuhaus is also Chairman of Galenica AG and a member of the Board of Helvetia Baloise Holding AG. As of 1 September 2025, he was appointed Chairman of Jacobs Holding AG. He also plays an active role on the boards of various non-profit organizations, such as Avenir Suisse, ETH Foundation, the stars Foundation and the Zurich Chamber of Commerce. Markus R. Neuhaus studied law at the University of Zurich (Switzerland) and received his doctorate in 1988. He obtained his second qualification as a Certified Tax Consultant in 1990 and completed various management courses at international business schools (Harvard, INSEAD, IMD).
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 109 FERNANDO AGUIRRE MAURICIO GRABER Director, 1957, Mexican and US national Director, 1963, Mexican national Fernando Aguirre joined the Board of Barry Callebaut in 2013. From 2004 to 2012 he was Chairman and CEO of Chiquita Brands International, Inc., a leading international food company. Prior to Chiquita, Fernando Aguirre spent more than 23 years with Procter & Gamble Company in various leadership roles, including President of several businesses and divisions. In November 2018, Fernando Aguirre became a member of the Board of Directors of CVS Health and was elected to the Board of Directors of Synchrony Financial in July 2019. He previously served on the boards of Aetna, Inc. (2011 to 2018), Levi Strauss & Co. (2010 to 2014) and Coca-Cola Enterprises (2005 to 2010). He has also been involved in philanthropy as a member of the International Board of Directors of the Juvenile Diabetes Research Foundation (2006 to 2012) and is currently the owner and CEO of the Erie Sea Wolves professional baseball team. He holds a Bachelor of Science in Business Administration from Southern Illinois University Edwardsville (USA). Mauricio Graber joined the Board of Barry Callebaut in 2023. He has many years of leadership and management experience in the global ingredients industry. In 2018, he was appointed and serves as President & CEO of Chr. Hansen Holding A/S, a listed Danish global life science company that develops ingredients for a variety of industries, including food and beverage. Previously, Mauricio Graber was a member of the Executive Committee of the Swiss multinational manufacturer Givaudan SA, Geneva, where he was President of the Flavour Division since 2006. Prior to this, he held regional and divisional management positions at Nutra Sweet and at Tastemaker, a flavour company acquired by Givaudan in 1997. Mauricio Graber is also Chairman of the Board of BioGaia AB (Sweden), Vice-Chairman of the Board of Jungbunzlauer Suisse SA (Switzerland), and member of the Board of AMSilk GmbH (Germany). He holds a Master of Business Administration from Northwestern University - Kellogg Graduate School of Management, Evanston IL (USA) and a Bachelor of Science in Electronic Engineering from the Universidad Autónoma Metropolitana, Mexico City (Mexico).
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 110 THOMAS INTRATOR NICOLAS JACOBS Director, 1959, Swiss national Director, 1982, Swiss national Thomas Intrator joined the Board of Barry Callebaut in 2022. He has extensive board and operational experience in leading complex global organizations and has worked with customers and business teams across Europe, Asia and North America. Thomas Intrator currently serves on the Boards of Argus Media, a leading Price Reporting Agency for the commodity industry, MB Energy, an independent energy supply, trading and logistics company, MacSteel International Trading, a leading steel trading and distribution company and the MUR Group, a major dry bulk shipping company. Previously, he was a board member of Norden, one of Denmark’s oldest international shipping companies, Polymateria, a developer of biodegradable plastics, the Swiss-American Chamber of Commerce and the Swiss-based Groupement des Enterprises Multinationales. Thomas Intrator spent more than 32 years with Cargill, the Global Food & Agriculture company, where he was CEO of Cargill International and President of its Energy, Transportation and Metals Trading businesses until 2015. Prior to that, he was president of Cargill's Ocean Transportation business and also served on a number of corporate committees, providing oversight and guidance on a broad range of strategic management issues. Thomas Intrator holds a first-class dual honours Bachelor of Arts degree in Economics and Politics from Warwick University (UK) and participated in the International Economics Master's program at the Institute of International Relations in Geneva (Switzerland). Nicolas Jacobs joined the Board of Barry Callebaut in 2012. He began his career in investment banking before transitioning into leadership roles in the consumer goods and investment sectors. Nicolas previously served as Managing Director of Barry Callebaut's cocoa and chocolate business in South America. Earlier in his career, he held the position of Senior Director for Global M&A and Development at Restaurant Brands International, Inc. (RBI), where he contributed to strategic growth initiatives across multiple markets. He served as Co-Chairman of Jacobs Holding AG until 2026 and serves on the Board of Cognita, a leading global K-12 school group. Nicolas co-founded Jacobs Capital, a family- backed investment firm that takes majority stakes in European businesses across the business services, consumer, education and healthcare sectors. He also co-founded arc investors, an early-stage investment firm backing enterprise technology companies across Europe, the US and Israel. He holds a Master of Laws from the University of Zurich (Switzerland), a Master of Finance from London Business School (UK), and a Master of Business Administration from INSEAD in Fontainebleau (France).
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 111 BARBARA RICHMOND ARUNA JAYANTHI Director, 1960, British national Director, 1962, Indian national Barbara Richmond joined the Board of Barry Callebaut in 2024 and was appointed Chair of the Audit, Risk and Compliance Committee in 2025. She has built a career in finance and strategic leadership, serving as CFO for several prominent companies. From 2010 to August 2025, she was CFO of Redrow, one of the UK’s leading home construction companies. During her tenure, she played a key role in the company’s financial transformation and strategic growth. Following the combination of Redrow and Barratt Developments, she also served as Group Integration and Synergies Director of Barratt Redrow, overseeing post-merger alignment and value realization. Barbara Richmond brings extensive boardroom experience, including her 12 years until May 2026 on the Board of Directors of Lonza Group, a global leader in healthcare manufacturing headquartered in Switzerland. At Lonza, she chaired the Audit and Compliance Committee, providing oversight on financial governance and regulatory matters. She joined the Board of The Berkeley Group Holdings plc in January 2026, the leading UK homebuilder in large-scale regeneration. She holds a degree in Accounting and Finance and is a Fellow of the Institute of Chartered Accountants in England and Wales (UK). Aruna Jayanthi joined the Board of Barry Callebaut in 2024. She began her career in the consulting industry and has held several senior leadership roles at Capgemini, a global leader in consulting, technology services, and digital transformation. She served as CEO of Capgemini India, followed by her appointment as CEO of Business Services, and later CEO of Asia Pacific, and Latin America and Canada. She was also a member of the Capgemini Group’s Executive Committee for 14 years, contributing to strategic decisions at the global level. She retired from Capgemini in April 2026. Aruna Jayanthi serves as an Independent Member of the Supervisory Board of Michelin Group, where she is also a member of the Audit Committee. Aruna Jayanthi holds a Master’s degree in Management Studies from Narsee Monjee Institute of Management Studies (NMIMS), Mumbai (India).
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 112 DANIELA BOSSHARDT JOHN TIEFEL Director, 1972, Swiss national Director, 1964, Swiss, German and Canadian national Daniela Bosshardt joined the Board of Barry Callebaut in 2025. She has extensive leadership and board experience across the healthcare, finance and technology sectors. Daniela Bosshardt started her career as a pharmacist before moving into financial analysis roles at Bellevue Group and M2 Capital Management AG. In 2004, she founded Bosshardt Consulting, specializing in business development and financial analysis. Throughout her career, she has gained extensive experience in corporate governance, strategic oversight, business development and financial analysis through her work with both listed and privately held companies. She currently serves as Chair of the Board of RepRisk AG, a leading data science company based in Zurich, and as a Director of EGS Beteiligungen AG. She previously served as Chair of the Board of Galenica AG and as a Director of Vifor Pharma AG and Nobel Biocare AG. Daniela Bosshardt holds a Swiss Federal Diploma in Pharmacy from ETH Zurich. John Tiefel joined the Board of Barry Callebaut in December 2025. He currently serves as Independent Board Member of H. Moser & Cie. He began his career in 1988 with Royal Begemann Group, where he held a number of leadership positions in Europe and the United States, including Vice President US Operations and Commercial Director. In 1998, John Tiefel joined McKinsey & Company in Brussels. Over a 26-year career with the firm, he progressed from Associate to Senior Partner, becoming Partner in 2002 and Senior Partner in 2009. During his tenure, he held leadership roles across Europe and the Middle East and advised leading multinational companies on corporate strategy, large-scale transformations, operating model redesign, performance improvement, and mergers and acquisitions. John has worked across a broad range of industries including consumer goods, retail, telecommunications, food and beverage sectors, including chocolate, snacks, and beverages. Following his retirement from the partnership in 2024, he served as Senior Advisor to McKinsey & Company from August 2024 to September 2026. John Tiefel holds an MBA from the Kellogg Graduate School of Management at Northwestern University (United States) and a Masters degree in Business Engineering and Finance from the University of Antwerp (Belgium).
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Functioning of the Board The Board constitutes itself at its first meeting subsequent to the Company’s Annual General Meeting of Shareholders, with the exception of the Chairman and the members of the Nomination and Compensation Committee (NCC), who are elected by the Annual General Meeting of Shareholders pursuant to the Articles of Incorporation and Swiss corporate law. The Board appoints the Vice-Chairman. It meets as often as business requires, but at least four times per fiscal year. If possible, the Board of Directors meets once per year at one of the Group sites and combines this meeting with a visit to the local operations. Typically, Board meetings last one full day. During fiscal year 2025/26, the Board convened six regular meetings and two extraordinary meetings. Five meetings were held by way of a video conference without physical attendance. The attendance rate at the meetings of the Board of Directors was 100% for the individual members. The Chairman invites the members of the Board to the meetings in writing, indicating the agenda and the motions for resolution. The invitations are sent out at least ten business days prior to the meeting. Each member of the Board can request that the Chairman calls for a meeting without undue delay. In addition to the materials for Board meetings, the members of the Board receive monthly financial reports. At the request of a member of the Board, members of the Executive Committee and the Management can be invited to attend Board meetings. The Board can determine that other third parties, for example external consultants, may attend part or all of the meetings. In the fiscal year under review, the Chief Executive Officer, the Chief Financial Officer and, depending on the agenda items, other members of the Executive Committee and Management of the Company were present at Board meetings and/or Committee meetings. Resolutions are adopted by a simple majority of the members of the Board being present. Resolutions can also be adopted by unanimous circular decision. Resolutions adopted at Board meetings are documented through written minutes. The Board is regularly informed of the course of business of the Company and the Group and about material events affecting the Company and the Group by the Chief Executive Officer. At meetings of the Board, every Board member may request information concerning all matters pertaining to the Company and the Group. Outside of meetings, any request for information by a member of the Board shall be submitted to the Chairman. The Board has formed the following Committees: Audit, Risk & Compliance Committee1 Barbara Richmond (Chairwoman), Markus Neuhaus, Nicolas Jacobs, Thomas Intrator and John Tiefel The role of the Audit, Risk & Compliance Committee (ARCC) is to assist the Board in carrying out its responsibilities and make recommendations regarding the Group’s accounting policies, financial reporting, internal controls, legal and regulatory compliance and internal audit. The Board has not delegated any decision-making power to the ARCC. In addition, the ARCC reviews the basic risk management principles and guidelines, the hedging and financing strategies as well as the bases upon which the Board determines risk tolerance levels and limits for the Company's raw material exposure. For details on the financial risk management, see Note 3.7 - "Financial risk management" to the Consolidated Financial Statements. The ARCC further assists the Board in overseeing the external auditors. The ARCC recommends the external auditors for election, reviews the quality of their work, their qualifications and independence, the audit fees, the external audit coverage, the reporting to the Board and the ARCC, and assesses the additional non-audit services as well as the annual financial statements and the notes thereto. The external auditors attended four out of six meetings of the ARCC in fiscal year 2025/26; furthermore, the Chairwoman of the ARCC met the lead external auditor six times outside of ARCC meetings. The Company’s Group Internal Audit Department reports to the Chairwoman of the ARCC. The ARCC reviews the performance of Group Internal Audit. The scope of Group Internal Audit encompasses the examination and evaluation of the adequacy and effectiveness of the organization’s risk management processes and the internal control system as well as compliance with laws, regulations, policies and procedures. Key findings are presented and reviewed in the ARCC meetings. The ARCC reviews and approves the annual plan. In the fiscal year under review, the Group Internal Audit Department was supported on two projects by third-party experts. Pursuant to the Group’s “Compliance Committee and Whistleblowing Policy”, the Compliance Committee, chaired by the Group Compliance Officer, evaluates and, as the case may be, investigates alleged violations of the Code of Conduct and the Group’s policies under the supervision of the Chairwoman of the ARCC. Group Compliance reports all pending cases to the ARCC on a regular basis. The ARCC meets as often as business requires but at least three times per fiscal year. In the fiscal year under review, the Committee met six times, of which two times were by video conference. The attendance rate at the meetings of the ARCC was 100%. The meetings lasted two to three hours each. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 113 1 Since January 1, 2026 (formerly the Audit, Finance, Risk, Quality & Compliance Committee (AFRQCC)).
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Nomination and Compensation Committee Fernando Aguirre (Chairman), Mauricio Graber, Aruna Jayanthi and Daniela Bosshardt The Company’s Nomination and Compensation Committee (NCC) is elected by the Annual General Meeting of Shareholders and advises the Board in determining and verifying the compensation strategy and regulations of the Group as well as in preparing the motions for the attention of the Annual General Meeting of Shareholders regarding the compensation of the Board and the Executive Committee. It also assists the Board in defining and monitoring the performance criteria, and it makes recommendations to the Board with respect to the selection, nomination, compensation, evaluation, and, when necessary, the replacement of key executives. The Board has not delegated any decision-making power to the NCC. The NCC establishes, jointly with the Chief Executive Officer, a general succession planning and development policy. The NCC reviews and recommends the remuneration to be paid to members of the Board and the Executive Committee. The NCC also ensures a transparent Board and Executive Committee nomination process and evaluates potential conflicts of interest involving Management and members of the Board. The NCC monitors developments in the regulatory framework for compensation of the top Management and the Board on an ongoing basis and prepares recommendations for the respective adaptations of the Group’s compensation system. The NCC meets as often as business requires but at least three times per fiscal year. In the fiscal year under review, the NCC met six times, of which two times by video conference. The attendance rate at the meetings of the NCC was 100%. The meetings lasted two hours each. Future Farming Initiative Committee Fernando Aguirre (Chairman) and Thomas Intrator The Future Farming Initiative Committee (FFI Committee) is an ad- hoc committee of the Board. Its current members are Fernando Aguirre (Chairman) and Thomas Intrator. The FFI Committee provides supervision and guidance for certain FFI-related activities and advises the full Board by reporting on its findings and preparing recommendations for approval. The FFI Committee meets as often as business requires. In the fiscal year under review, the FFI Committee met 4 times, all of which were conducted by video conference. The attendance rate at the meetings of the FFI Committee was 100%. The meetings lasted 1 hour each. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 114
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EXECUTIVE COMMITTEE The Executive Committee is headed by the Chief Executive Officer and consists of four members. The tables below set out the composition of the Executive Committee as of the publication date of this Annual Report 2025/26. No member of the Executive Committee may hold more than five additional mandates, of which no more than two may be in stock- exchange-listed companies. Executive Committee as of the publication date of this Annual Report 2025/26 Name Nationality Appointment date Function Hein Schumacher1 Dutch January 26, 2026 Chief Executive Officer Peter Vanneste Belgian November 1, 2023 Chief Financial Officer Victoria Gazzo Argentinean/ Italian/Swiss September 1, 2025 Chief People & Culture Officer Thomas Gaengler2 German September 1, 2026 Chief Operating Officer BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 115 1 With effect as of January 26, 2026, Peter Feld stepped down from his role as CEO and was succeeded by Hein Schumacher. 2 With effect as of September 1, 2026, Clemens Woehrle stepped down from his role as Chief Customer Supply & Development Officer and was succeeded by Thomas Gaengler as Chief Operating Officer.
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 116 PETER VANNESTE Chief Financial Officer since November 1, 2023 and member of the Executive Committee, 1971, Belgian national Hein Schumacher was appointed CEO of Barry Callebaut effective January 26, 2026. He is a global business leader with a proven track record across multiple leading companies in the food sector. From 2018 to 2023 he served as CEO of Royal FrieslandCampina, where he led multiple transformations to streamline the company supply chain footprint, grow the core in consumer products and dairy ingredients and enhance the global portfolio through M&A. From 2023 to 2025, he served as CEO of Unilever, where he implemented a comprehensive growth plan that allowed the company to sharpen its focus and increase execution discipline around power brands and key geographies. He also led a substantial portfolio review and organizational restructuring program achieving significant shareholder value growth during his tenure. He holds a Master’s degree in Political Science and International Relations from the University of Amsterdam and a Bachelor's degree in Banking and Finance from Vrije Universiteit Amsterdam. Peter Vanneste was appointed Chief Financial Officer effective November 1, 2023. He joined from Ontex, a personal care group listed on Euronext Brussels, where he had been CFO since May 2021. Peter Vanneste has extensive experience in financial management of public and private consumer goods companies and general management, including more than 15 years at Jacobs Douwe Egberts, a leading pureplay coffee and tea company, where he served as Group CFO for the last two years of his tenure. He holds a degree in Industrial Engineering from KU Leuven (Belgium) and an MBA from the University of Chicago (USA). HEIN SCHUMACHER Chief Executive Officer since January 26, 2026 and member of the Executive Committee, 1971, Dutch national
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BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 117 Chief People & Culture Officer since September 1, 2025 and member of the Executive Committee, 1981, Argentinean/Italian/Swiss national Victoria Gazzo was appointed Chief People & Culture Officer effective September 1, 2025. She joined Barry Callebaut in 2015 as Data Management & Workforce Analytics Lead and has since held a number of leadership roles in Human Resources, including Global Head of Recruiting & Talent Attraction, Vice President of Staffing, HR Analytics & Technology, and most recently Vice President HR for Global Cocoa and Central & Eastern Europe. Throughout her career, she has led strategic and digital HR transformation initiatives, including talent acquisition, talent development and data- driven workforce planning. Prior to joining Barry Callebaut, she held HR and analytical positions at Panalpina, EHL and Tenaris, gaining international experience in Argentina, Russia and Switzerland. She holds an Executive MBA from EHL Hospitality Business School (Switzerland) and a B.Sc. in Industrial Engineering from the University of Buenos Aires (Argentina). Thomas Gaengler was appointed Chief Operating Officer effective September 1, 2026. He joined Barry Callebaut from Mondelez International and brings more than 30 years of international leadership experience across supply chain, procurement and operations. Most recently, he served as Global Chief Procurement Officer, leading Mondelez International's global procurement organization for four years. Prior to that, he held the role of SVP, End-to-End Supply Chain, Asia Pacific, Middle East and Africa (AMEA), where he worked closely with regional business units to enhance operational performance and alignment. He holds a Master's degree in Chemical and Food Engineering from the Technical University of Brno, Czech Republic. Chief Operating Officer since September 1, 2026 and member of the Executive Committee, 1969, German national VICTORIA GAZZO THOMAS GAENGLER
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Shareholder participation Each share of the Company carries one vote at the General Meetings of Shareholders. Voting rights may be exercised only after a shareholder has been registered in the Company’s share register as a shareholder with voting rights. Shareholders may register their shares in the name of a nominee approved by the Company and may exercise their voting rights by giving instructions to the nominee to vote on their behalf. However, a nominee holding more than 3% of the share capital will be registered as nominee for shareholders with voting rights only if it discloses the identity of each beneficial owner of shares claiming 0.5% or more of the share capital. No nominee holding more than 8% of the share capital may be registered as a shareholder with respect to the excess shares. The Board may, however, on a case-by- case basis, permit some or all of the excess shares to be registered with voting rights. In the fiscal year under review, no such exception was requested. A resolution passed at the General Meeting of Shareholders with a majority of at least two thirds of the shares represented at such meeting is required to change the restrictions on the transferability of registered shares. Shareholders may be represented at the General Meeting of Shareholders by another shareholder, a third party who is not a shareholder or the independent proxy pursuant to the Swiss Code of Obligations (CO). The Articles of Incorporation follow the majority rules and the provisions on convocation prescribed by the Swiss Code of Obligations concerning general meetings of shareholders. Shareholders with registered voting rights who together represent at least 0.25% of the share capital or of the votes may call for the inclusion of an item on the agenda. Such requests for inclusion must be made in writing at least 60 days prior to the date of the General Meeting of Shareholders setting forth the items to be included on the agenda and the motions put forward by the shareholders. Notice of the General Meeting of Shareholders is given by way of one-time publication in the Company’s official publication organ (Swiss Official Gazette of Commerce, “Schweizerisches Handelsamtsblatt”). Shareholders registered in the share register with voting rights at the date specified in the invitation may additionally receive an invitation to the General Meeting of Shareholders in writing. Furthermore, the Company offers its shareholders the opportunity to register with the online platform GVMANAGER-Live and thus the possibility to submit their voting instructions to the independent proxy in an efficient manner. The published disclosures on significant shareholders of the Company are accessible via the disclosure platform of SIX Exchange Regulation: https://www.ser-ag.com/en/resources/notifications- market-participants/significant-shareholders.html#/. Change of control and defense measures According to the Swiss Stock Exchange and Securities Trading Act, an investor who acquires 33 1⁄3% or more of all voting rights in the Company has to submit a take-over offer for all shares outstanding. The Company has not elected to change or opt out of this rule. There are no change of control clauses in the appointment letters of the members of the Board or in the employment contracts of the Executive Committee. Blackout periods The Company’s regular blackout periods commence on the first day of a month following the end of a fiscal quarter (i.e. December 1, March 1, June 1 and September 1) and last until and including the date of publication of the Group’s respective financial results (i.e. 3- Month Key Sales Figures, Half-Year Results, 9-Month Key Sales Figures and Full-Year Results). The blackout periods apply to all members of the Board and the Executive Committee as well as to all members of the Management and Group employees who have access to and/or are involved in the preparation of the consolidated Group financial results and reports, including but not limited to certain employees within Group Finance. External auditors At the Annual General Meeting of Shareholders of the Company held on December 10, 2025, the shareholders voted to re-elect KPMG, Zurich, as statutory auditors. The statutory auditors are appointed annually by the General Meeting of Shareholders for a term of office of one year. Pursuant to the Swiss Code of Obligations, the lead auditor in charge may exercise her/his role for a maximum of seven years. A new lead auditor was appointed as of fiscal year 2021/22. KPMG has served the Company as its auditor since fiscal year 2005/06. The Board and the ARCC carefully consider the auditor’s tenure. To safeguard independence, the ARCC regularly assesses auditor performance, monitors non‑audit services, and ensures that appropriate partner rotation is in place. For fiscal year 2025/26, the remuneration for the audit of the accounting records and the financial statements of the Company, the audit of local statutory financial statements and the audit of the Group’s Consolidated Financial Statements amounted to CHF 2.9 million. The remuneration was evaluated and determined to be reasonable by the ARCC in view of the scope and the complexity of the Group. The performance of the auditors is monitored by the ARCC, to which the auditors present a detailed report on the result of the audit of the Group. Prior to the presentation to the ARCC, the lead auditor in charge reviews the audit findings with the Chairman of the ARCC without the presence of any members of the Management. KPMG provided non-audit services amounting to CHF 1.3 million, primarily comprising business process and sustainability advisory services, as well as tax, regulatory and compliance services. Adequate measures for the avoidance of potential conflicts of interests between the different services provided by KPMG were observed. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 118
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Information policy The Company is committed to continuous and open communication with its shareholders, potential investors and other stakeholders based on the principles of transparency and equal treatment, i.e. simultaneous provision of price-sensitive information and no selective disclosure. The Group provides detailed information on its business activities and financial performance in its quarterly reports and press releases, at conferences for media and financial analysts as well as at the Annual General Meeting of Shareholders. Further, representatives of the Group regularly meet (current and potential) investors in personal meetings and present the Company and the Group at industry events and investor conferences. Presentations are also made available on the Group’s website, which is updated continuously. The financial calendar for fiscal year 2026/27 and related contacts are published on page 142. The published media releases of Barry Callebaut are accessible via: www.barry-callebaut.com/en/about-us/media/news-stories To subscribe to the Group’s electronic news alerts, please go to: www.barry-callebaut.com/en/media/subscribe-news BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 119
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REMUNERATION REPORT Dear Shareholders, On behalf of the Nomination and Compensation Committee (NCC), I am pleased to share with you the Remuneration Report for the fiscal year 2025/26. This Remuneration Report has been prepared in accordance with the Swiss Code of Obligations, the Corporate Governance Directive issued by the SIX Exchange Regulation, the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, and the Articles of Incorporation of Barry Callebaut AG. The past year has been one of continued change and exceptional market conditions for the cocoa and chocolate industry. Throughout this period, we have remained firmly focused on building a stronger Barry Callebaut and creating sustainable value for our shareholders over the long term. In fiscal year 2025/26, we made important progress towards that ambition. We returned to volume growth in the second half of the year, significantly strengthened our balance sheet and cash generation, and launched Focus for Growth to sharpen our fundamentals and position the business for sustainable profitable growth. Against a challenging market backdrop, sales volume decreased by -0.7%. Importantly, performance improved throughout the year. After returning to growth in the third quarter, we saw continued momentum in the fourth quarter, delivering volume growth of +5.7%, significantly ahead of the declining global chocolate confectionery market. Sales revenue amounted to CHF 12.2 billion, reflecting lower year-on-year cocoa bean-linked pricing. Recurring1 operating profit (EBIT) decreased, primarily due to the impact from temporary Gourmet long positions and lower finance cost pass-through in a declining cocoa bean price environment. However, the strong reduction in net finance costs enabled us to recover around two-thirds of the absolute EBIT decline at the recurring1 profit before tax level. One of the most significant achievements of the year was the strengthening of our financial position. Free cash flow reached CHF2.0 billion, supported by lower cocoa bean prices and structural actions to reduce the cash cycle. As a result, net debt declined by more than 40% and leverage improved significantly to 2.9x. These actions further strengthened our resilience in a volatile cocoa environment and provide a stronger platform for future growth. The fiscal year 2025/26 was marked by an unusually high level of change within the executive leadership team. Managing these transitions while maintaining business continuity and momentum behind the turnaround resulted in a number of unusual remuneration items, including executive transition arrangements and remuneration associated with new leadership appointments. The appointment of Hein Schumacher as our new CEO was an important step in establishing strong leadership for the next phase of the Company’s turnaround and longer-term development. At the same time, the Board recognized the importance of stability, engagement and continuity within the newly formed leadership team during a critical phase of the Company’s turnaround and execution of Focus for Growth. The measures introduced during the year were applied selectively, where the Board considered them important to support leadership effectiveness and the delivery of the Company’s strategic priorities. As a result, the Remuneration Report includes certain unusual and non-recurring items that should be viewed separately from the Company’s recurring remuneration arrangements. Throughout, the Board sought to balance the requirements of leadership continuity and strategic execution with disciplined remuneration governance and the long-term interests of shareholders. This report explains how the performance in the reporting year impacted the compensation paid to the Executive Committee under the incentive plans. We moved from a multiplicative short-term incentive system to a company performance approach, i.e. the achievement level will be based on our three strategic KPIs only: Volume, EBIT and Free Cash Flow. Additionally, we introduced clawback and malus provisions in the short-term incentive plan. For the long-term incentive a refinement of the weighting of the underlying KPIs was performed, putting more weight on ROIC and less weight on Customer Net Promoter Score. Additionally, the Board of Directors approved a special one-time long-term incentive award for selected Executive Committee members to support leadership stability, engagement and continuity during this critical period of strategic delivery. The NCC believes that these changes strengthen the alignment with the interests of our shareholders. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 120 1 Refer to page 141 for detailed recurring results reconciliation.
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Shareholder Engagement At our 2025 Annual General Meeting, the FY 2024/25 Remuneration Report received support from 95% of the votes cast (compared to 72% in the previous year). We appreciated the increased consent and see ourselves strengthened on our path. Additionally, we engaged directly with shareholders as well as proxy advisors to address any concerns they have on our executive remuneration programs. During these shareholder engagement meetings, we presented our remuneration programs and highlighted our rationale for the changes we have made, designed to drive even stronger alignment between pay and business strategy and performance. The discussions provided valuable feedback on our remuneration approach and reinforced the importance of clear alignment between remuneration, business strategy and performance. Looking ahead, the NCC remains committed to maintaining a strong link between the company’s strategy, its performance, and executive remuneration. We will continue to ensure that our compensation framework supports Barry Callebaut’s long-term value creation, while fostering accountability and sustainable business performance. Our approach remains anchored in our corporate values and guided by the principles of fairness, transparency, and competitiveness. The NCC performed its regular activities throughout the year, such as the succession planning for the positions on the Board of Directors and Executive Committee, taking into account Swiss gender representation guidelines for the Board of Directors, the performance goal setting at the beginning of the financial year and the performance assessment at financial year end for the Executive Committee members, the determination of the remuneration of the members of the Board of Directors and the Executive Committee, as well as the preparation of the Remuneration Report and the say- on-pay vote at the Annual General Meeting of Shareholders. You will find further information on the activities of the NCC and on Barry Callebaut’s remuneration programs on the following pages. At the 2026 Annual General Meeting of Shareholders, we will request your approval of the maximum aggregate remuneration amount to be awarded to the Board of Directors for the period until the following Annual General Meeting of Shareholders, the maximum aggregate amount of fixed remuneration to be awarded to the Executive Committee in fiscal year 2027/28, and the aggregate amount of variable remuneration awarded to the Executive Committee in fiscal year 2025/26. Additionally, you will have the opportunity to express your opinion on this Remuneration Report in a consultative vote. You will find in the report that the remuneration awarded to the Board of Directors for the compensation period ending with the 2026 Annual General Meeting of Shareholders and the fixed remuneration awarded to the Executive Committee in 2025/26 are within the limits approved at the 2025 Annual General Meeting of Shareholders and the 2024 Annual General Meeting of Shareholders, respectively. The NCC considers Barry Callebaut’s current remuneration plans well aligned with market practice to enable us to compete successfully with our peers and to support our ambitious growth plans. We will continue to regularly review and refine our compensation programs to ensure that they remain fit for purpose in the evolving context in which the company operates. We are committed to maintaining an open and constructive dialogue with our shareholders as we continue to enhance the compensation framework. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 121 Fernando Aguirre Chairman of the NCC
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Remuneration at a glance Summary of current remuneration system Board of Directors In order to ensure their independence in the exercise of their supervisory function, members of the Board of Directors receive only fixed remuneration in the form of cash and restricted share units (RSU) settled in shares and blocked for three years. The remuneration system for the Board of Directors does not contain any performance-related components. Compared to the previous reporting year, the remuneration remained unchanged. Annual compensation (amount in CHF) Cash RSUs Chairman 330,000 570,000 Vice-Chairman 200,000 350,000 Member 100,000 250,000 Committee Chair 40,000 Committee Member 25,000 Summary of current remuneration system Executive Committee The remuneration of the Executive Committee consists of fixed and variable elements. • The annual base salary forms the fixed remuneration. • Variable remuneration drives and rewards best-in-class performance based on ambitious and stretched targets. It consists of short-term and long-term elements and benefits. Base salary Pay for the function Benefits Cover retirement, death and disability risks, attract & retain Short-Term Incentive (STI) Drive and reward annual performance, attract & retain Long-Term Incentive (LTI) Drive and reward long-term performance, align with shareholders’ interests, retain Executive Committee members are subject to minimum shareholding requirements (CEO 300%, other members 200% of annual base salary). Remuneration Board of Directors The remuneration awarded to the Board of Directors from AGM 2024 to AGM 2025 is within the limits approved by the shareholders at the Annual General Meeting of Shareholders (AGM): Compensation period Approved amount (CHF) Effective amount (CHF) AGM 2024 – AGM 2025 5,000,000 3,911,266 AGM 2025 – AGM 2026 6,000,000 To be determined* * The compensation period is not yet completed; a definitive assessment will be provided in the Remuneration Report for fiscal year 2026/27. Remuneration in 2025/26 Executive Committee The fixed remuneration awarded to the Executive Committee in fiscal year 2025/26 is within the limits approved by the shareholders at the Annual General Meeting of Shareholders (AGM) adjusted for the compensation of the CEO nominated after the AGM vote. Compensation period Approved amount (CHF) * Effective amount (CHF) Fiscal year 2025/26 6,050,000 4,412,474 * In line with the Articles of Incorporation this amount was adjusted by an additional amount of 50% of the last approved amount for the compensation of the CEO nominated after the AGM vote. Short-term performance achievement fiscal year 2025/26 CEO: 100.0% of target; for the members of the Executive committee between 62.0% and 100% of target. As of the beginning of the financial year, the short-term incentive was based on the achievement of financial results only. Details are outlined on page 130. While the achievement of the business performance factor was 62%, a 100% STI outcome applied to certain Executive Committee members pursuant to the relevant contractual arrangements. Changes from fiscal year 2026/27 onwards Introduction of shareholding guidelines for the board of directors. For performance share units granted under the regular LTIP from FY2025/26, the KPI weightings were revised to increase the weighting of ROIC from 20% to 30% and reduce the weighting of Customer Net Promoter Score from 30% to 20%. The other KPI weightings and the remaining plan terms were unchanged. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 122
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Remuneration policy and principles In order to ensure the Company’s success and to maintain its position as market leader, it is critical to attract, develop and retain the right talents. Barry Callebaut’s remuneration programs are designed to support this fundamental objective and are based on the following principles: • We reward performance and share the Company’s success; • We act with fairness and transparency; • We offer competitive remuneration; • We share responsibility with our employees; • We encourage employee development. Compensation governance • Authority for decisions related to remuneration are governed by the Articles of Incorporation of Barry Callebaut AG. • The maximum aggregate amounts of remuneration of the members of the Board of Directors and of the Executive Committee are subject to a binding vote at the Annual General Meeting. • In addition, the Remuneration Report for the preceding period is subject to a consultative vote at the Annual General Meeting. • The Board of Directors is supported by the NCC in preparing all compensation-related decisions regarding the Board of Directors and the Executive Committee. This Remuneration Report describes the fundamental principles of the remuneration system at Barry Callebaut as well as the governance framework related to remuneration decisions. The report provides details on the remuneration of the members of the Board of Directors and the Executive Committee related to fiscal year 2025/26. Shareholdings and external mandates of the members of the Board of Directors and the Executive Committee are also disclosed. This Remuneration Report has been prepared in accordance with the Swiss Code of Obligations, the Corporate Governance Directive issued by the SIX Exchange Regulation, the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, and the Articles of Incorporation of Barry Callebaut AG. Remuneration philosophy and principles The remuneration philosophy and principles are laid out in the Total Reward Policy that was adopted by the Board of Directors in fiscal year 2014/15. Reward programs strengthen the Group’s ability to attract and retain talented individuals and support the employees’ on-going career development within the Company. Barry Callebaut believes that the commitment and performance of its executives, managers and employees should be rewarded, balancing both the success of Barry Callebaut as a company and the individual’s contribution. Barry Callebaut fosters a performance- oriented culture and uses an annual Performance Management and Development Process (PMDP) to monitor and assess the contributions of all employees to the achievement of business results as well as to their personal and professional development. The remuneration principles are summarized below: We reward performance and share the Company’s success… … by balancing a mix of short-term and long- term remuneration components as rewards for Company results, individual performance and long-term success. We act with fairness and transparency… … by taking remuneration decisions on the basis of the scope of the function rather than personal attributes, and thus by ensuring internal equity. We offer competitive remuneration… … by considering relevant market benchmarks when taking remuneration decisions. We share responsibility with our employees… … by providing risk benefits including retirement and health care insurances, in line with the local regulations and market practice. We encourage employee development… … by offering challenging work assignments and Company-sponsored training and education. Governance related to remuneration Pursuant to the Swiss Code of Obligations as implemented in the Company’s Articles of Incorporation (Article 30), the Annual General Meeting of Shareholders votes on the total remuneration of the members of the Board of Directors and the Executive Committee. The Annual General Meeting of Shareholders votes on the motions of the Board of Directors on an annual basis and with binding effect with regard to: a) The aggregate maximum amount of the remuneration of the Board of Directors for the forthcoming term of office. b) The aggregate maximum amount of the fixed remuneration of the Executive Committee for the forthcoming fiscal year. c) The aggregate amount of the variable remuneration of the Executive Committee for the past fiscal year. The Annual General Meeting of Shareholders votes separately on the aggregate remuneration of the Board of Directors and the Executive Committee. The Board of Directors reports to the Annual General Meeting of Shareholders on the remuneration system and the actual remuneration for the past fiscal year in the Remuneration Report. The Remuneration Report is subject to a consultative vote by the Annual General Meeting of Shareholders. Further, the Articles of Incorporation include the remuneration principles applicable to the Board of Directors and to the Executive Committee. Those provisions can be found and downloaded as a PDF under: https://www.barry-callebaut.com/en/group/investors/ corporate-governance and include: • Rules in the Articles of Incorporation on the vote on pay at the General Meeting (Article 30); • Principles of remuneration of the Board of Directors (Articles 32 and 33); • Principles of remuneration of the Executive Committee (Articles 32 and 34); BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 123
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• Additional amount for new members of the Executive Committee (Article 31); • Credits and loans (Article 35). The Board of Directors of Barry Callebaut entrusted the NCC with providing support in evaluating and reviewing the remuneration strategy and plans, in proposing the individual remuneration packages for the Board of Directors, the members of the Executive Committee and other key members of the senior management and in preparing the remuneration proposals to the Annual General Meeting of Shareholders. The Board of Directors has not delegated any decision-making power to the NCC; therefore, remuneration decisions are taken by the full Board of Directors based on recommendations of the NCC. In the reporting year, the NCC met six times, of which two times by video conference. The NCC performed its regular activities throughout the year, such as the determination of the remuneration of the Board of Directors and Executive Committee as well as the preparation of the Remuneration Report and of the say-on-pay motions for submission to the Annual General Meeting of Shareholders. The Chairman of the NCC reports to the Board of Directors after each meeting on the activities of the NCC. The minutes of the NCC meetings are available to all members of the Board of Directors. As a general rule, the Chairman of the Board of Directors and the CEO attend the meetings in an advisory capacity. To mitigate any potential conflicts of interest, they do not attend the meeting when their own compensation and/or performance are being discussed. The NCC may decide to consult an external advisor from time to time for specific compensation matters. In the reporting year, two companies specialized in executive compensation in Swiss listed companies were engaged to provide independent advice on specific compensation and governance matters. One of the companies provides other services to Barry Callebaut and there are clear rules in place to ensure the independence of consultants involved. For further details on the NCC, please refer to the section “Functioning of the Board” in the Corporate Governance Report. Standard agenda items Sept Nov Dec Apr July Compensation Confirmation of relevant benchmarking peer group x Benchmarking analysis of ExCo compensation (every 2nd year) x Determination of individual LTI grants of ExCo and all other participants x x x Determination of performance and vesting level of LTI x x Determination of individual ExCo target compensation x Determination of performance achievement under STI plan and related payouts for CEO and ExCo members x Determination of performance criteria for STI for ExCo x Benchmarking analysis of Board compensation (every 2nd year) x Determination of Board compensation for following term x Nomination Review of talent management ExCo: calibration, succession planning, individual development plans x Update on personnel changes in key positions x x x x x Update on key human resources initiatives (diversity, engagement) x x x x x Review of structure & composition of the Board (profiles, skills sets) and review of potential candidates to the Board x x Governance Preparation and review of compensation report, review of shareholders’ feedback post-AGM and considerations for future disclosure x x x AGM preparation: preparation of say-on-pay votes x NCC self-evaluation x Annual governance and legislative update x Review of NCC charter and determination of NCC agenda items for term of office x BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 124
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The General Meeting of Shareholders of December 2025 elected the following members to the NCC: Name Nationality Member of the NCC since Fernando Aguirre (Chairman) Mexican/US 2013 Mauricio Graber Mexican 2023 Aruna Jayanthi Indian 2024 Daniela Bosshardt Swiss 2025 Remuneration of the Board of Directors In order to reinforce the independence of the Board in exercising its supervisory duties towards executive management, the remuneration of its members is not linked to any performance criteria. The remuneration of the Board of Directors is reviewed annually and determined at the discretion of the Board of Directors. The last benchmarking analysis was conducted in the fiscal year 2024/25 on the basis of a specific peer group of Swiss listed companies comparable in terms of market cap, sales, headcount and industry including B2B businesses. This peer group reflects Barry Callebaut in terms of business model and geography, as well as being aligned with the strategic growth ambitions as a company. Peer group ABB Adecco Alcon Avolta Clariant DKSH Georg Fischer Givaudan Holcim Kühne + Nagel Lindt + Spruengli Lonza Schindler SGS Sika The remuneration of the Board of Directors consists of fixed compensation in cash and a grant of Barry Callebaut AG shares blocked for a period of three years after vesting. The fixed compensation in cash amounts to CHF 330,000 for the Chairman of the Board of Directors, CHF 200,000 for the Vice-Chairman, CHF 140,000 for members chairing a Board Committee, CHF 125,000 for members participating in a Board Committee and CHF 100,000 for the other members. The compensation in cash is paid out in quarterly installments in arrears. The remuneration in restricted share units (RSU) is allocated based on a monetary amount of CHF 570,000 for the Chairman, CHF 350,000 for the Vice-Chairman and CHF 250,000 for the other members of the Board of Directors. The number of RSU to be granted is calculated by dividing the monetary amount by the 3-month average share price preceding the beginning of the term of office; the RSU are granted at the beginning and vest at the end of the term of office. The resulting shares are allocated at the end of the term of office and are blocked for three years. The remuneration of the Board of Directors is summarized below. Annual compensation (AGM 2025 - AGM 2026) Cash (net amount in CHF) Shares (net amount in CHF) Chairman 330,000 570,000 Vice-Chairman 200,000 350,000 Member 100,000 250,000 Committee Chair 40,000 Committee Member 25,000 Compared to the previous reporting year, the remuneration for all board members including the Chairman remained unchanged. Annual compensation (AGM 2026 to AGM 2027; subject to AGM approval) Cash (net amount in CHF) Shares (net amount in CHF) Chairman 330,000 570,000 Vice-Chairman 200,000 350,000 Member 100,000 250,000 Committee Chair 40,000 Committee Member 25,000 At the Annual General Meeting of Shareholders in December 2024, the shareholders approved a maximum aggregate amount of CHF 5,000,000 for the remuneration in cash and in RSU for the Board of Directors for the period from the Annual General Meeting of Shareholders in December 2024 until the Annual General Meeting of Shareholders in December 2025. The remuneration paid for this term of office amounts to CHF 3,911,266 and is therefore within the limit approved by the shareholders. At the Annual General Meeting of Shareholders in December 2025, the shareholders approved a maximum aggregate amount of CHF BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 125
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6,000,000 for the remuneration in cash and in RSU for the Board of Directors for the period from the Annual General Meeting of Shareholders in December 2025 until the Annual General Meeting of Shareholders in December 2026. The remuneration effectively paid for the portion of this term of office included in this Remuneration Report (that is, from January 1, 2026 until August 31, 2026) is within the limit approved by the shareholders. A conclusive assessment for the entire period will be included in the Remuneration Report 2026/27. During fiscal year 2025/26, no compensation was paid to former members of the Board of Directors. No compensation was paid to parties closely related to members or former members of the Board of Directors. During fiscal year 2025/26, no loans or credits were granted to members of the Board of Directors, former members of the Board of Directors or to related parties. As at August 31, 2026, there were no outstanding loans or credits to members of the Board of Directors, to former members or to related parties. Board members do not receive any lump-sum payments for expenses. The remuneration of the members of the Board of Directors is subject to the mandatory social security contributions. The Company pays for both, the employer and the employee contributions to social security, where applicable. Pursuant to the Articles of Incorporation, the members of the Board of Directors may in principle be eligible for pension fund contributions by the Company. However, in fiscal year 2025/26 no such contributions were made. For the next term of office, the compensation of the Board of Directors remains unchanged. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 126
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Remuneration of the Board of Directors for fiscal year 2025/26 (audited figures) in CHF Fixed compensation Other compensation1 Total cash- related remuneration Number of RSU2 Value of RSU3 Total remuneration 2025/26 Board Member Patrick De Maeseneire Chairman/Delegate 330,000 111,291 441,291 458 561,284 1,002,575 Markus R. Neuhaus7 Vice-Chairman Member of the ARCC4 230,000 70,743 300,743 282 345,165 645,908 Fernando Aguirre Chairman of the NCC5 Chairman of the FFI6 180,000 — 180,000 201 246,306 426,306 Mauricio Graber Member of the NCC5 125,000 49,130 174,130 201 246,306 420,436 Thomas Intrator Member of the ARCC4 Member of the FFI6 150,000 48,744 198,744 201 246,306 445,050 Nicolas Jacobs Member of the ARCC4 125,000 49,130 174,130 201 246,306 420,436 Aruna Jayanthi Member of the NCC5 125,000 — 125,000 201 246,306 371,306 Barbara Richmond8 Chairwoman of the ARCC4 135,000 — 135,000 201 246,306 381,306 Daniela Bosshardt9 Member of the NCC5 83,333 33,553 116,886 145 170,707 287,593 John Tiefel10 Member of the ARCC4 83,333 33,553 116,886 145 170,707 287,593 TOTAL REMUNERATION BOARD OF DIRECTORS 1,566,666 396,144 1,962,810 2,236 2,725,699 4,688,509 1 Including social security contributions. 2 Number of shares granted in relation to the fiscal year under review; Grants to the BoD are based on the service period between Annual General Meetings of Shareholders. 3 Value defined as grant value at the beginning of the term of office. 4 Audit, Risk & Compliance Committee. 5 Nomination & Compensation Committee. 6 Future Farming Initiative Committee. 7 Chairman of the ARCC until December 10, 2025 and member of the ARCC as of December 10, 2025. 8 Member of the ARCC until December 10, 2025 and Chairwoman of the ARCC as of December 10, 2025. 9 Member of the BoD and member of the NCC as of December 10, 2025. 10 Member of the BoD and member of the ARCC as of December 10, 2025. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 127
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Remuneration of the Board of Directors for fiscal year 2024/25 (audited figures) in CHF Fixed compensation Other compensation1 Total cash- related remuneration Number of RSU2 Value of RSU3 Total remuneration 2024/25 Board Member Patrick De Maeseneire Chairman/Delegate 330,000 110,543 440,543 389 534,152 974,695 Markus R. Neuhaus Vice-Chairman Chairman of the AFRQCC⁴ 240,000 72,772 312,772 239 328,190 640,962 Fernando Aguirre Chairman of the NCC⁵ Chairman of the FFI6 166,667 — 166,667 171 233,893 400,560 Mauricio Graber Member of the NCC⁵ 125,000 47,603 172,603 171 233,893 406,496 Thomas Intrator Member of the AFRQCC⁴ Member of the FFI6 141,667 49,653 191,320 171 233,893 425,213 Nicolas Jacobs Member of the AFRQCC⁴ 125,000 55,719 180,719 171 233,893 414,612 Aruna Jayanthi7 Member of the NCC⁵ 83,334 — 83,334 113 151,199 234,533 Barbara Richmond8 Member of the AFRQCC⁴ 83,334 — 83,334 113 151,199 234,533 Tim Minges9 Member of the AFRQCC⁴ 41,668 — 41,668 58 82,694 124,362 Antoine de Saint-Affrique10 Member of the NCC⁵ 41,668 24,873 66,541 58 82,694 149,235 Yen Yen Tan11 Member of the NCC⁵ 41,668 19,324 60,992 58 82,694 143,686 TOTAL REMUNERATION BOARD OF DIRECTORS 1,420,006 380,487 1,800,493 1,712 2,348,394 4,148,887 1 Including social security contributions. 2 Number of shares granted in relation to the fiscal year under review; Grants to the BoD are based on the service period between Annual General Meetings of Shareholders. 3 Value defined as grant value at the beginning of the term of office. 4 Audit, Finance, Risk, Quality & Compliance Committee. 5 Nomination & Compensation Committee. 6 Future Farming Initiative Committee. 7 Member of the BoD and member of the NCC as of December 4, 2024. 8 Member of the BoD and member of the AFRQCC as of December 4, 2024. 9 Member of the BoD and member of the AFRQCC until December 4, 2024. 10 Member of the BoD and member of the NCC until December 4, 2024. 11 Member of the BoD and member of the NCC until December 4, 2024. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 128
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Remuneration of the Executive Committee The individual remuneration of the members of the Executive Committee is reviewed annually and determined at the discretion of the Board of Directors, based on the proposal of the NCC, in accordance with the principles set out in the Executive Total Reward Policy, market information and data, scope and level of responsibility of the position, and profile of the incumbents in terms of qualification, experience and skills set. The remuneration structure for the Executive Committee of Barry Callebaut consists of four main remuneration elements: a fixed annual base salary, an annual short-term cash bonus pursuant to the Company’s Short-Term Incentive Plan, share-based long-term incentives pursuant to the Company’s Long- Term Incentive Plan and other benefits. Base salary (fixed) Annual gross base salary • Determined at the discretion of the Board of Directors based on various criteria such as market value of the role, scope of the position and profile (experience, skills) of the incumbent • Target weight in % of total remuneration: CEO 25%–40%, Executive Committee 25%–40% Annual cash bonus (variable) Barry Callebaut Short-Term Incentive Plan (STIP) • Target 100% of annual base salary for the Chief Executive Officer and all other members of the Executive Committee • Based on the achievement of financial and strategic targets • Maximum payout: 200% of target • Payout in cash annually after release of full-year results • Target weight in % of total remuneration: CEO 25%–40%, Executive Committee 25%–40% Share based awards (variable) Barry Callebaut Long-Term Incentive Plan (LTIP) • Individual grant values approved by the Board of Directors; number of shares determined by dividing the grant value by the average share price over three months prior to the grant • Target 150% of annual base salary for the Chief Executive Officer and 50%-120% for other members of the Executive Committee • Based on the achievement of financial and strategic targets • Cliff vesting at the end of the third year, subject to performance criteria • Performance criteria of the Company over the three-year vesting period: 40% relative performance of the Barry Callebaut share price compared to peer companies, 30% ROIC performance, 20% Customer Net Promoter Score and 10% sustainability • Maximum vesting: 200% of target • Target weight in % of total remuneration: CEO 20%–50%, Executive Committee 20%–50% Other benefits Risk benefits and perquisites • Social security contributions by employer • Post-employment and retirement benefits • Health care and medical insurances • Executive perquisites such as company car, relocation costs, etc. The last benchmarking analysis of the remuneration of the Executive Committee was conducted in fiscal year 2024/25 with the support of an external independent consultant. The analysis was based on a specific peer group to ensure appropriate coverage of Swiss companies with a B2B business model. While the positioning of BC within the peer group is at the lower end in terms of market cap and headcount, the positioning in terms of revenue is close to the 3rd quartile. This peer group appropriately reflects Barry Callebaut's talent market in terms of business model and geography, as well as being aligned with the strategic growth ambitions as a company. No changes to the Executive compensation levels were made based on this benchmarking approach during the reporting year. The same peer group is used for benchmarking the compensation for the Board of Directors. Swiss peer group and ranking of Barry Callebaut: Peer group ABB Adecco Alcon Avolta Clariant DKSH Georg Fischer Givaudan Holcim Kühne + Nagel Lindt + Spruengli Lonza Schindler SGS Sika BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 129
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in CHF million Market capitalization Dec 31, 2025 Revenue Dec 31, 2025 Headcount Dec 31, 2025 Barry Callebaut (figures as at Aug 31, 2025 for Revenue and Headcount and as at Aug 31, 2026 for Market capitalization) 6,120 14’789 13’138 1st quartile 5’617 6’738 18’790 Median 26’088 10’947 30’629 3rd quartile 31’016 14’854 68’330 This analysis showed that while annual base salaries are positioned competitively, target incentive opportunities were generally positioned above the market median, resulting in competitive overall target remuneration positioning. The higher weighting of variable remuneration reflects the Company’s remuneration philosophy and the intended alignment with performance and shareholder interests. The NCC consider the results of this analysis in proposing recommendations related to the remuneration of the Executive Committee members. Base salary The annual base salary is defined at the discretion of the Board of Directors on the basis of various criteria, such as market value of the role, scope of the position, and profile of the incumbent in terms of skill set and professional experience. Short-Term Incentive Plan (STIP) The STIP is designed to reward the performance of the Company, its regions/segments/functions and the individual contributions of the participants over a time horizon of one year. The short-term incentive (STI) target is expressed as percentage of the fixed annual base salary and amounts to 100% for the CEO and all other members of the Executive Committee. Multiplicative system FY 2024/25 For the fiscal year 2024/25, all executive committee members, including the CEO, were measured on the same financial KPIs at global group level multiplied by the individual achievement level. The individual targets were the same for all. Business Performance Factor + Individual Performance Factor (max 196%) Business Performance Factor (max 140%) Individual Performance Factor (max 140%) 30% Volume 60% BC Next Level 40% EBIT 30% Market Share Growth Fundamentals 30% Free Cash Flow 10% Team Morale (Employee Net Promoter Score) Company Performance Approach FY 2025/26 As of the beginning of the financial year 2025/26, the short-term incentive system was converted from a multiplicative system to a company performance approach, as follows: Business Performance Factor (max 200%) 30% Volume 40% EBIT 30% Free Cash Flow A performance assessment is provided ex post in the Remuneration Report in order to inform the shareholders on the link between pay and performance. However, specific performance targets are not disclosed for confidentiality reasons. Most direct competitors of Barry Callebaut are not stock-listed and, consequently, not subject to the same financial reporting requirements. As a result, the disclosure of performance targets would lead to significant competitive disadvantages. The STI is paid out in cash with the December payroll, after approval by the shareholders. Long-Term Incentive Plan (LTIP) The purpose of the LTIP is to provide the participants with an ownership interest in Barry Callebaut and to reward them for the long-term performance of the Company. The LTIP thus aligns their interests with those of the shareholders. The grant of performance share units (PSU) under the LTIP is based on a long-term incentive (LTI) target amount determined individually for each plan participant. The individual LTI amount is divided by the average share price of the last three months of the preceding fiscal year to calculate the number of share units awarded. The PSU vest on the 3rd anniversary of the grant date, subject to the LTIP participant continuing to be employed by the Company and to the achievement of the performance criteria over the three-year vesting period. LTIP design change FY 2025/26 While the KPIs for performance share units granted under the LTIP remained unchanged, the weightings were revised to increase focus on ROIC (from 20% to 30%) and a reduction on Customer Net Promoter Score (from 30% to 20%): • Relative share price versus peer group - 40% • Return on Invested Capital (ROIC) - 30% BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 130
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• Customer Net Promoter Score (NPS) - 20% • Sustainability - 10% The peer group remains unchanged and consists of 11 companies. All other terms and conditions of the LTIP design remain unchanged. Peer group AAK Corbion DSM Firmenich Fuji Oil Givaudan Glanbia Kerry Group Nestle Olam Tate & Lyle Symrise The first performance criterion, accounting for 40% of the respective PSU grant, is the relative share price development of Barry Callebaut versus a peer group of companies. The objective (100% vesting) is to achieve median performance, e.g., to outperform half of the peer companies, with a 100% vesting for ranking six or seven out of 12 (including Barry Callebaut). There is no vesting for a performance below the first quartile of the peer group (threshold), and the vesting is capped at 200% for delivering the best performance in the peer group. The second performance criterion, accounting for 30% of the relevant PSU grant, is Return on Invested Capital (ROIC). The ROIC criterion rewards the sustainable management of the Company’s assets. The three-year ROIC target was set by the Board of Directors on the basis of the long-term strategic plan of the Company. The vesting also ranges from 0% to 200% of target. The ROIC target is 8.5% (100% vesting), the threshold is 7.59% (0% vesting) and the cap is 8.9% (200% vesting). The third performance criterion, accounting for 20% of the relevant PSU grant, is Customer Net Promoter Score (NPS). The NPS is a customer loyalty metric that quantifies how likely customers are to recommend Barry Callebaut's products or services to others. The strategic ambition is to significantly improve customer experience in the long-term, hence the goal is to progressively outperform industry benchmark, the threshold is not to fall behind the current NPS, and the cap is to stretch beyond industry benchmark. The vesting also ranges from 0% to 200% of target with an NPS target of 35 (100% vesting), the threshold is 25% (0% vesting) and the cap is 38% (200% vesting). The fourth performance criterion, accounting for 10% of the relevant PSU grant, is a sustainability target. In line with Barry Callebaut’s commitment to decarbonize by 30% by 2030 (FY 2029/30) and ultimately reach Net Zero by 2050, an ambitious goal to reduce net corporate carbon footprint vs. base year FY 2021/22 has been defined. These efforts underscore Barry Callebaut’s belief that sustainability is essential not only for the planet but also for the long-term success of its business, as it strives to make sustainable chocolate the norm. This target is aligned with a linear glidepath towards our 2029/30 public commitment. The vesting also ranges from 0% to 200% of target with a target of 20.25% reduction (100% vesting), a threshold of 13.50% reduction (0% vesting) and a cap at 25.31% reduction (200% vesting). Consequently, the overall vesting of the LTI award ranges from 0% to 200% of the initially determined number of PSU granted. Similarly to the STIP, an ex-post performance assessment is also provided for the LTIP in the Remuneration Report. The Board of Directors reserves the right to suspend or adjust the vesting of all share units in case of a negative result from continuous operations of the Barry Callebaut Group. Once the shares are vested and transferred, they are free of any selling restrictions. In fiscal year 2025/26, the individual LTI target value amounted to 150.0% of annual base salary for the CEO, and to 103.3% of the annual base salary on average for the other members of the Executive Committee. The unvested PSU, as well as any unvested RSU from grants under the previous LTIP or in the course of other awards, forfeit in case of termination for cause or voluntary resignation. In other circumstances, such as a termination of employment by the Company without cause, retirement, disability or death, the unvested PSU and RSU may be subject to a pro-rata vesting at the regular vesting date, except in the event of death, in which case vesting will be accelerated. In case of change of control, the unvested awards are subject to an immediate vesting subject to the achievement level as determined by the Board of Directors in its reasonable discretion. Further, any award granted under the LTIP is subject to clawback and malus provisions. In case of a material misstatement of financial results or a serious reputational damage to Barry Callebaut due to fraud or willful intent, or of a gross misconduct which would qualify as a cause for termination, the Board of Directors may forfeit or claim back unvested and vested share units, within a period of two years after the vesting of the award. LTI KPIs Relative share price development ROIC NPS Sustainability Purpose Measuring ability to provide investors with strong returns Measuring ability to generate returns from invested capital Measuring Barry Callebaut's Customer Net Promoter Score Measuring reduction of net corporate carbon footprint Weighting 40% 30% 20% 10% Target Ranking 6 or 7 8.5% 35 -20.25% Threshold Ranking 10 7.59% 25 -13.50% Cap Ranking 1 8.9% 38 -25.31% BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 131
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Special one-time long-term incentive award During FY2025/26, the Board approved a special one-time long-term incentive award for selected Executive Committee members. The award was designed to support leadership stability, engagement and continuity during a critical period of turnaround and strategic delivery. Eligibility was limited to selected Executive Committee members based on the Board’s assessment of leadership stability, engagement and business continuity considerations. The award is unusual and non-recurring and does not form part of the regular annual LTI program. The award was granted entirely in restricted share units (RSU). The number of RSU was determined based on the approved grant value and the applicable share-price methodology. The award vests after two years, subject to continued employment. It is not subject to a performance multiplier and therefore provides no opportunity for vesting above the number of RSU originally granted. Unvested awards are forfeited if employment terminates before the vesting date, subject only to the treatment of death or disability under the applicable plan rules. The grant value of the award is included in the fiscal year 2025/26 remuneration table. The award was approved by the Board of Directors following review and recommendation by the NCC. Other benefits Other benefits include risk benefits that provide for a reasonable level of income in case of retirement, death or disability. Those consist of social security contributions, post-employment benefits, pension contributions and insurance. The members of the Executive Committee with a Swiss employment contract participate in the occupational pension plan offered to all employees in Switzerland. Members of the Executive Committee under foreign employment contract are insured commensurately with market conditions and with their position. Each plan varies, but is in line with the local competitive and legal environment and is in accordance with the legal requirements of the respective country. Members of the Executive Committee are also provided with certain executive perquisites such as relocation allowances, housing or other cost of living allowances, car allowances, and gross-up for tax equalization of certain benefits. The benefits for each member of the Executive Committee are subject to their specific situation, the typical market practice and other factors after consideration of the total value of their individual remuneration package. The monetary value of these benefits is disclosed in the remuneration tables at their fair value. Share ownership guidelines Members of the Executive Committee are required to own a minimum multiple of their annual base salary in Barry Callebaut AG shares within five years of their appointment to the Executive Committee. Role Minimum shareholding requirement CEO 300% of annual base salary Other ExCo members 200% of annual base salary To calculate whether the minimum holding requirement is met, all privately owned shares, either directly or indirectly, and all shares vested under the LTIP are considered, regardless of whether they are blocked or not. However, unvested awards such as PSU and RSU are excluded. The NCC will review compliance with the share ownership guidelines on an annual basis. Employment contracts The members of the Executive Committee are employed under employment contracts of unlimited duration and subject to a notice period of one year. They are not contractually entitled to severance payments or to change of control provisions. Special contractual agreements Other than the remuneration arrangements described in this report, no special contractual arrangements are in force BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 132
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Remuneration of the Executive Committee for fiscal year 2025/26 (audited figures) in CHF Compensation fixed Compensation variable2 Post- employment benefits3 Other compensation 4 Total cash- related remuneration Number of share units6 Value of share units5 Total remuneration 2025/26 Remuneration Executive Committee1 4,412,474 3,948,874 1,726,335 327,497 10,415,180 8,229 10,258,802 20,673,982 Highest individual remuneration within Executive Committee: Hein Schumacher, CEO Barry Callebaut Group 959,140 959,140 480,191 60,980 2,459,451 3,148 4,350,840 6,810,291 1 Disclosures relates to the Executive Committee including all members during fiscal year 2025/26, i.e. Hein Schumacher, Peter Feld, Peter Vanneste, Clemens Woehrle and Victoria Gazzo. 2 Based on best estimate of expected payout fiscal year 2025/26 (accrual principle). 3 Including social security and pension contributions. 4 Includes international relocation costs, assignment related benefits such as tax equalization. 5 For share price-dependent PSU, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method (CHF 1,350.13, respectively CHF 1,993.46 for Hein Schumacher) excluding the net present value of expected dividends. The value of the non-share price-dependent PSU is the market price at grant date (CHF 1,016.30, respectively CHF 1,240.54 for Hein Schumacher) discounted for dividends until the vesting. The value of the restricted share units is the market price at grant date (CHF 1,248.00) discounted for dividends until the vesting. 6 Number of share units granted in relation to the fiscal year 2025/26: Restricted share units Share price dependent ROIC dependent NPS dependent ESG dependent Total Executive Committee 2,673 2,223 1,666 1,112 555 8,229 CEO, Hein Schumacher 2,004 458 343 229 114 3,148 Remuneration of the Executive Committee for fiscal year 2024/25 (audited figures) in CHF Compensation fixed Compensation variable2 Post- employment benefits3 Other compensation4 Total cash- related remuneration Number of shares6 Value of shares5 Total remuneration 2024/25 Remuneration Executive Committee1 4,165,001 1,696,800 1,244,345 474,984 7,581,130 3,524 4,476,137 12,057,267 Highest individual remuneration within Executive Committee: Peter Feld, CEO Barry Callebaut Group 1,600,000 672,000 409,814 30,554 2,712,368 1,642 2,085,645 4,798,013 1 Disclosures relates to the Executive Committee including all members during fiscal year 2024/25, i.e. Peter Feld, Peter Vanneste, Clemens Woehrle, Steven Retzlaff and Jutta Suchanek. 2 Based on best estimate of expected payout fiscal year 2024/25 (accrual principle). 3 Including social security and pension contributions. 4 Includes international relocation costs, assignment related benefits such as tax equalization. 5 For share price-dependent PSU, the fair value is established based on a valuation performed by external experts applying the “Monte Carlo simulation” method (CHF 1,210) excluding the net present value of expected dividends. The value of the non-share price-dependent PSU is the market price at grant date (CHF 1,310) discounted for dividends until the vesting. 6 Number of shares granted in relation to the fiscal year 2024/25: Share price dependent ROIC dependent NPS dependent ESG dependent Total Executive Committee 1,410 704 1,058 352 3,524 CEO 657 328 493 164 1,642 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 133
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Threshold Target (100%) Maximum Comments on the remuneration tables The deviation in remuneration compared to the previous fiscal year is mainly due to the following factors: • The CEO transition resulted in overlapping remuneration disclosure for the incoming and former CEO for part of the financial year, including remuneration arising from the applicable contractual arrangements. • Selected Executive Committee Members were granted a special one-time, non-recurring long-term incentive award to support leadership stability, engagement and continuity during a critical period of turnaround and strategic execution. • The overall payout under the STIP is substantially higher compared to the previous year. The higher payout was driven by a higher Business Performance factor of 62% (prior year: 42%) and by specific contractual arrangements under which a 100% STI outcome applied to certain Executive Committee members. Please find following a detailed ex-post performance assessment. For both the STI and the LTI, the average individual performance achievements are disclosed. For the LTIP, the PSU granted under the LTIP in FY 2023/24 vested at the end of the reporting year. Under the plan rules of the 2023 LTIP, the vesting of the first half of the PSU was conditional upon the share price evolution of Barry Callebaut compared to the average share price evolution of peer companies. The share price of Barry Callebaut decreased by 31.8% during the plan period, which ranks Barry Callebaut as number twelve among twelve companies and translates into a vesting level of 0%. The vesting of the other half of PSU related to a ROIC target of 11.9% (100% vesting), a threshold of <11.2% and a cap of 12.3% (200% vesting). The actual average achievement over the 3 years was 7.1% and hence translated into a vesting level of 0%. The aggregate vesting level of the PSU related to the grants in fiscal year 2023/24 thus amounts to 0%. The aggregate amount of remuneration for the Executive Committee is subject to the approval of the Annual General Meeting of Shareholders. A maximum aggregate amount of fixed remuneration of CHF 4,200,000 was approved by the Annual General Meeting of Shareholders in December 2024 prospectively for fiscal year 2025/26. In line with the Articles of Incorporation this amount has been adjusted by an additional 50% of the last approved compensation amount for the compensation of the CEO nominated after the Annual General Meeting. Accordingly, the fixed remuneration of CHF 4,412,474 effectively paid is within the approved limits. The aggregate remuneration amount for the variable compensation for fiscal year 2025/26 will be submitted to a shareholder vote at the upcoming Annual General Meeting of Shareholders in December 2026. STI FY 2025/26 KPIs (and weights) Group sales volume (30% of BPF) Group EBIT (40% of BPF) Group free cash flow (30% of BPF) Overall Business Performance Factor During fiscal year 2025/26, CHF 1,008,995 was paid to one former Executive Committee member as follows: in CHF Compensation fixed Compensation variable Post- employment benefits Other compensation Total cash- related remuneration Number of share units Value of share units Total remuneration 2025/26 Jutta Suchanek, Chief People & Diversity Officer 500,000 310,000 148,297 50,698 1,008,995 — — 1,008,995 During fiscal year 2025/26, no loans or credits were granted to members of the Executive Committee, former members of the Executive Committee or to related parties. As at August 31, 2026, there were no outstanding loans or credits to members of the Executive Committee, to former members or to related parties. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 134 85% 0% 120% 62%
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Shareholdings of the Board of Directors and the Executive Committee (audited figures) Shareholdings and outstanding Share Units of the Board of Directors Name Number of Shares held as at August 31, 2026 Number of outstanding Share Units (RSU) as at August 31, 2026 Number of Shares held as at August 31, 2025 Number of outstanding Share Units (RSU) as at August 31, 2025 Patrick De Maeseneire 3,993 494 3,607 386 Markus R. Neuhaus 1,532 304 1,295 237 Fernando Aguirre 1,794 217 1,625 169 Mauricio Graber 342 217 173 169 Thomas Intrator 524 217 355 169 Nicolas Jacobs1 4,366 217 23,799 169 Aruna Jayanthi 169 217 — 169 Barbara Richmond 169 217 — 169 Daniela Bosshardt — 217 n/a n/a John Tiefel — 217 n/a n/a Total Shares/Share Units held by Board of Directors 12,889 2,534 30,854 1,637 1 Does not include the 30.1% participation held by Jacobs Investments 2 AG (see Note 5.2 - "Significant shareholders and related parties" of the Consolidated Financial Statements of Barry Callebaut AG). Shareholdings and outstanding Share Units of the Executive Committee Name Number of Shares held as at August 31, 2026 Number of outstanding Share Units (PSU/RSU) as at August 31, 2026 Number of Shares held as at August 31, 2025 Number of outstanding Share Units (PSU/RSU) as at August 31, 2025 Hein Schumacher 125 3,148 n/a n/a Peter Feld — 4,038 2,730 3,615 Peter Vanneste 686 2,543 539 1,480 Clemens Woehrle 527 1,785 527 604 Victoria Gazzo 34 331 n/a n/a Stephen Retzlaff n/a n/a 1,259 1,145 Jutta Suchanek n/a n/a — 535 Total Shares/Share Units held by Executive Committee 1,372 11,845 5,055 7,379 Equity overhang and dilution As at August 31, 2026, the equity overhang, defined as the total number of share units and blocked shares outstanding as calculated in the Dilution Potential (24,178 units) divided by the total number of outstanding shares (5,488,858 registered shares), amounts to 0.4%. The Company’s “burn rate”, defined as the number of equities (shares and share units) granted in the reporting year (18,555 units) divided by the total number of outstanding shares, is 0.3%. These disclosures reflect the entire Long-Term-Incentive Plan including non-key management personnel. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 135
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External mandates of the Board of Directors and the Executive Committee (audited) External mandates of the Board of Directors FY 2025/26 Comparable functions at other companies with an economic purpose Patrick De Maeseneire Chairman and CEO Colosseum Dental Markus R. Neuhaus Chairman Galenica AG Chairman Jacobs Holding AG Member of the Board of Directors Helvetia Baloise Holding AG Fernando Aguirre Member of the Board of Directors CVS Health Member of the Board of Directors Synchrony Financial Owner and CEO Erie Sea Wolves Baseball Team Mauricio Graber Chairman BioGaia AB Vice-Chairman of the Board of Directors Jungbunzlauer Suisse AG Member of the Board of Directors AM Silk GmbH Thomas Intrator Member of the Board of Directors Argus Media Member of the Board of Directors MB Energy Member of the Board of Directors MacSteel International Trading Member of the Board of Directors MUR Group As at August 31, 2026 Name Mandate Company Nicolas Jacobs Co-Chairman Jacobs Capital Member of the Board of Directors Cognita Co-Founder arc investors Aruna Jayanthi Member of the Board of Directors Michelin Group Barbara Richmond Member of the Board of Directors Berkeley Group Holdings plc Daniela Bosshardt Chairwoman RepRisk AG Member of the Board of Directors EGS Beteiligungen AG John Tiefel Member of the Board of Directors H. Moser & Cie As at August 31, 2026 Name Mandate Company External mandates of the Board of Directors FY 2024/25 Comparable functions at other companies with an economic purpose Patrick De Maeseneire Chairman and CEO Colosseum Dental Markus R. Neuhaus Chairman Galenica AG Chairman Jacobs Holding AG Member of the Board of Directors Bâloise Holding AG Fernando Aguirre Member of the Board of Directors CVS Health Member of the Board of Directors Synchrony Financial Owner and CEO Erie Sea Wolves Baseball Team As at August 31, 2025 Name Mandate Company Mauricio Graber Chairman BioGaia AB Vice-Chairman of the Board of Directors Jungbunzlauer Suisse AG Member of the Board of Directors AM Silk GmbH Thomas Intrator Member of the Board of Directors Argus Media Member of the Board of Directors MB Energy Member of the Board of Directors MacSteel International Trading Member of the Board of Directors MUR Group Nicolas Jacobs Co-Chairman Jacobs Capital Member of the Board of Directors Cognita Co-Founder arc investors Aruna Jayanthi Member of the Board of Directors Michelin Group Barbara Richmond Member of the Board of Directors Lonza Group As at August 31, 2025 Name Mandate Company External mandates of the Executive Committee As at August 31, 2026, no active member of the Executive Committee holds any external mandates. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 136
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ALTERNATIVE PERFORMANCE MEASURES Barry Callebaut uses a number of non-IFRS measures to report the performance of its business. Recurring results and other non-IFRS measures may be considered in addition to, but not as a substitute for, or superior to, information presented in accordance with IFRS Accounting Standards. Sales volume Sales volume, measured in metric tonnes, is a key performance measure for Barry Callebaut to assess growth. Sales volume includes products such as semi-finished cocoa products, chocolate, cacao coating (compounds) and non-cocoa alternatives, as well as specialties. Sales, EBIT and net profit in constant currency1 Barry Callebaut operates a global business and its reporting currency is Swiss franc. Sales, EBIT and net profit in local currencies are translated to reporting currency (CHF) using prior-year exchange rates for comparability purposes. Compound annual growth rate (CAGR) Compound annual growth rate over the 5-year period. Earnings before interest, taxes, depreciation and amortization (EBITDA) Operating profit (EBIT) increased by depreciation and amortization recognized for property, plant and equipment, right-of-use assets and intangible assets. Earnings before interest and taxes (EBIT) Operating profit before finance income, finance expense and income tax expense. EBIT per tonne Operating profit (EBIT) divided by the sales volume in tonnes. EBIT per share Operating profit (EBIT) divided by the weighted average number of shares outstanding. Recurring EBITDA, EBIT, profit before income tax (PBT) and net profit Reported profit (EBITDA, EBIT, PBT or net profit) adjusted for significant items considered to be exceptional for the respective period. Exceptional items are expenses or benefits / income with a one-off character, such as changes in laws, legal cases, restructuring or major unforeseen events and are described in the annual report. Recurring numbers allow consistent comparison of profit numbers over multiple financial years. Basic earnings per share Net profit for the year attributable to shareholders of Barry Callebaut AG divided by the weighted average number of shares outstanding. Net working capital Net working capital is a measure of current assets and liabilities with a short-term impact on liquidity. It consists of all current assets less all current liabilities, except for short-term debt, cash and cash equivalent. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 140 1 “in constant currency” replaces the previously used term “in local currencies”; the underlying calculation methodology remains unchanged.
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Net debt Net debt consists of financial debt against third parties, such as bank overdrafts, short-term debt, long-term debt, less cash and cash equivalents and short-term deposits. Shareholders’ equity Total equity attributable to the shareholders of Barry Callebaut AG. Free cash flow Operating Cash flow and Investing Cash flow, excluding acquisitions of subsidiaries/businesses net of cash acquired. Capital expenditure (CAPEX) Cash outflows for capital expenditure on property, plant and equipment and intangible assets (excluding leased assets). Interest coverage ratio EBITDA divided by the financial result. Payout ratio Dividend per share multiplied by number of shares issued divided by the net profit for the year. Debt to equity ratio Net debt divided by shareholders’ equity. Leverage Net debt divided by EBITDA recurring. Price-earnings ratio at year-end Share price at fiscal year-end divided by basic earnings per share. Return on equity (ROE) Net profit for the year divided by shareholders’ equity. Return on invested capital (ROIC) Operating profit (EBIT) multiplied by one minus a normalized tax rate divided by the average capital employed. The reconciliation of non-recurring items of fiscal year 2025/26 and their impact on the Group's Key Alternative Performance Measures (APMs) can be found in the table below. Non-recurring items of the prior year can be found in the Annual Report 2024/25. 2025/26 in CHF million Global Chocolate Global Cocoa Group (incl. Corporate and other) EBITDA 695.7 230.4 789.5 Non-recurring items: 17.1 13.4 53.0 BC Next Level costs2 17.1 13.4 53.0 EBITDA (RECURRING) 712.8 243.8 842.5 Operating profit (EBIT) 526.2 154.8 541.0 Non-recurring items (see above for details) 17.1 13.4 53.0 OPERATING PROFIT (EBIT, RECURRING) 543.3 168.2 594.0 NET PROFIT FOR THE PERIOD 157.7 Non-recurring items including interest and tax 57.8 Non-recurring items before interest and tax (see above for details) 53.0 Bond buy back (finance expense) 4.7 Deferred tax impact on dividend income 6.9 Tax effect on non-recurring items (6.8) NET PROFIT FOR THE PERIOD (RECURRING) 215.5 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 141 2 BC Next Level cost mainly include CHF -20.9 million reported as "Other expense" and CHF 20.2 million reported as "Other income" (refer to Note 1.3 - "Other income and expense"), CHF -53.2 million reported as "General and administration expenses" and CHF +0.9 million reported as "Cost of goods sold".
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CONTACT & FINANCIAL CALENDAR Contact Barry Callebaut head office Barry Callebaut AG Hardturmstrasse 181 8005 Zurich, Switzerland Phone +41 43 204 04 04 www.barry-callebaut.com Investor Relations investorrelations@barry-callebaut.com Media Relations media@barry-callebaut.com Share Registry Devigus Engineering AG Birkenstrasse 47 6343 Rotkreuz, Switzerland Phone +41 41 798 48 48 Email info@devigus.com Impressum Publisher Barry Callebaut AG Hardturmstrasse 181 8005 Zurich Switzerland Design & publishing KentieDesign Reporting B.V. Amersfoort, The Netherlands www.kentiedesign.eu Financial Calendar December 9, 2026 Annual General Meeting of Shareholders 2026 January 20, 2027 3-month Key Sales Figures 2026/27 April 15, 2027 Half-Year Results 2026/27 July 8, 2027 9-month Key Sales Figures 2026/27 November 3, 2027 Full-Year Results 2026/27 December 8, 2027 Annual General Meeting of Shareholders 2027 BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 142
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Forward-looking statement Certain statements in this document regarding the business of Barry Callebaut are of a forward-looking nature and are therefore based on management’s current assumptions about future developments. Such forward-looking statements are intended to be identified by words such as ‘believe,’ ‘estimate,’ ‘intend,’ ‘may,’ ‘will,’ ‘expect,’ and ‘project’ and similar expressions as they relate to the company. Forward-looking statements involve certain risks and uncertainties because they relate to future events. Actual results may vary materially from those targeted, expected or projected due to several factors. The principal risk factors that may negatively affect Barry Callebaut’s future financial results are disclosed in more detail in the Annual Report 2025/26 and include, among others, general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures, the effect of a pandemic/epidemic or a natural disaster, as well as changes in tax regimes and regulatory developments. The reader is cautioned to not unduly rely on these forward-looking statements that are accurate only as of November 4, 2026. Barry Callebaut does not undertake to publish any update or revision of any forward-looking statements. BARRY CALLEBAUT Annual Report 2025/26 Letter to Shareholders Overview Business Highlights Financial Reports Governance 143