ARYZTA : AGM Minutes

Minutes

of

Annual General Meeting

of

ARYZTA AG

Wednesday, 17 November 2021, 11:00 a.m. CET

at Zurich Convention Centre

Kongresshaus Zürich AG

Gotthardstrasse 5, 8002 Zurich

1. Welcome

Urs Jordi, chairman of the board of directors (the Chairman), welcomed the participants to the 2021 annual general meeting (the General Meeting) of Aryzta AG (the Company).

The Chairman started by introducing his fellow members of the board of directors of the Company (the Board of Directors), being:

• Luisa Delgado;
• Gordon Hardie;
• Heiner Kamps;
• Jörg Riboni;
• Hélène Weber-Dubi; and
• Alejandro Legarda Zaragüeta.

The Chairman thanked Luisa Delgado who has not been seeking re-election to the Board of Directors for her service to the Company, and expressed his best wishes for her future.

Further, the Chairman welcomed the members of the executive committee present on the podium with him, being:

• Martin Huber, Group Chief Financial Officer; and
• Rhona O'Brien, Group General Counsel and Company Secretary.

Finally, the Chairman introduced Mr. Müller-Smith, notary at the notary public's office of Zurich-Altstadt, to the General Meeting.

2. Constitution, Invitation and Announcement

The Chairman proceeded with the constitution of the meeting and noted the following housekeeping matters:

1. As Chairman of the Board of Directors he chairs the General Meeting.
2. The General Meeting has been called in line with the statutory and legal requirements by the publication of the invitation in the Swiss Official Gazette of Commerce on October 26, 2021. The invitation was sent to the shareholders registered in the share register as of October 20, 2021. The share register date for this General Meeting was November 1, 2021, and any shareholders who were registered between October 20 and November 1 have also received the invitation to the General Meeting. The invitation to the General Meeting contains the agenda items and the proposals of the Board of Directors (each an Agenda

2/12

Item). The invitation documents can be inspected at the speaker's registration desk.

1. The 2021 annual report, including the Company's standalone as well as the Aryzta group's consolidated financial statements, the management report, the corporate governance report, the compensation report and the reports of the statutory auditors, was posted on the Company's website on October 4, 2021, and has been available for inspection by the shareholders at the registered office of the Company since October 26, 2021.
2. The statutory auditors are represented at the General Meeting by Dermot Daly and Jenny Mathias from Ernst & Young AG, Zurich. The Chairman thanked Dermot Daly and Jenny Mathias and the entire EY team for their continuous services.
3. Patrick O'Neill, attorney-at-law, LANTER Attorneys-at-Law, Zurich, is present to act as independent proxy representative elected by the 2020 annual general meeting (the Independent Proxy Representative) to exercise voting rights of registered shareholders not in attendance.
4. Rhona Shakespeare, has been appointed as secretary of this General Meeting and she will take the minutes.
5. The Chairman appointed Yves Ackermann from Computershare AG to count the votes cast at this General Meeting.

The Chairman declared that the invitation to, and announcement of, this General Meeting has been conducted according to the law and the articles of association of the Company (the Articles of Association) and that the General Meeting has therefore been properly constituted and is authorised to resolve on all proposed agenda items.

3. Speech by the Chairman

Before turning to the formal part of the meeting, the Chairman commented on the past financial year and provided an outlook on the coming financial year in German.

Firstly, the Chairman reminded the shareholders that at the last extraordinary general meeting, the Company has set the goal of achieving a sustainable improvement of the margin and planed the implementation of all-around measurements to improve the financial situation of the Company. Overall, the measurements have been successfully implemented and the recent numbers of this quarter provide reason for a positive outlook in the new financial year. This year the Company has sold the business units in Brazil and North America. The resulting proceeds of more than CHF 800 million helped the company to pay outstanding debts. The proceeds from the sales had exceeded the Company's expectations and therefore they could focus on the operations again. The Company has paid expired hybrid interests in the amount of CHF 175 million, which is

3/12

the first time that the Company has been able to pay all its outstanding hybrid interests. Another successfully implemented measurement was the drastic reduction of the costs in the individual units. The Chairman also thanked the shareholders for supporting the decision at the last annual general meeting to dissolve the complex management structures that existed at the time.

Secondly, the Chairman addressed the current inflation and its significant impact on the costs for cooling, baking and transport. He noted that appropriate measures to absorb the additional expenses shall be set in place and that one example of such measurements are ongoing price negotiations with suppliers.

Finally, the Chairman gave an outlook on the future financial year with a strong growth in volume and the development of new products. He pointed out that the Company's plans include a leaner organizational structure, an increased proximity to customers, a more efficient value chain and a strong focus on innovating the current products. He also expressed quantified goals, such as an EBITDA margin of 12.5% as an interim target.

4. Speech by Martin Huber

The Chairman gave the floor to Martin Huber who elaborated further on the implemented turn-around measurements in the past financial year. Furthermore, he stressed that it has been a successful start into the financial year 2021/2022 and that the Company has achieved an organic growth rate of 9.8%. Since the beginning of the new financial year, the Company has generated growth in the food service channel and in the retail business. Martin Huber also addressed the impact of the COVID-19 pandemic on the Company's business and growth. Despite the ongoing pandemic, the Company has improved its growth in 2021 compared to 2020. Such growth shall prove the success of the changes in the business model and the shift towards a multi-local management model. The pandemic has clearly affected the food service channels, but the turnaround -strategy is taking the Company on the right track.

5. Voting Process and Information on Presence

The Chairman thanked Martin Huber for this input and continued with explanations on the voting procedure. He noted that according to articles 14 and 15 of the Articles of Association, all resolutions being proposed at the General Meeting are passed by an absolute majority of the votes represented with the exception of Agenda Items 6.1 and

6.2 which require two-thirds of the votes and the absolute majority of the nominal share values represented. Furthermore, he noted that the the Agenda Items 6.1, 6.2 and 7 will be legalised by the present notary public, Mr. Müller-Smit and that each registered share carries one vote pursuant to article 14 of the Articles of Association.

4/12

Moreover, the Chairman explained the voting process to the shareholders. The shareholders may cast their vote during 10 seconds as shown on the screen and for the Agenda Items 4.1.1 through 4.1.6 and 4.2.1 through 4.2.3 the voting period is extended.

The Chairman announced that 439,448,983 registered shares are represented by the Independent Proxy Representative and 10,693,930 registered shares are represented by shareholders or third party representatives. The share capital of the Company is CHF 19,862,114.54 divided into 993,105,727 registered shares with a par value of 2 Swiss cent. Therefore, the total number of votes represented today are 450,142,913, representing a total share capital of CHF 9,002,858.25, which corresponds to 45.35% of the total registered share capital.

As none of the shareholders requested to comment on what has been said, the Chairman turned to the formal part of the General Meeting.

6. Agenda Items

AGENDA ITEM 1: Annual Report 2021; Advisory Vote on the Compensation Report 2021

AGENDA ITEM 1.1: Approval of the Annual Report 2021

The Chairman stated that under Agenda Item 1.1, the Board of Directors proposes the approval of the management report, the Company's financial statements and Aryzta group's consolidated financial statements for the financial year ending on July 31, 2021, acknowledging the auditors' reports.

As there were no requests to speak, the Chairman proceeded with the vote.

Once the vote closed, the Chairman declared that the General Meeting has approved the management report, the Company's financial statements and Aryzta group's consolidated financial statements for the 2021 financial year with 99.68% of the votes in favour, acknowledging the auditors' reports.

AGENDA ITEM 1.2: Advisory vote on the Compensation Report 2021

The Chairman stated that under Agenda Item 1.2, the Board of Directors proposes the compensation report for the financial year to be ratified in a non-binding advisory vote.

After having received the voting results, the Chairman declared that with 45.40% of no- votes and 0.38% abstentions the General Meeting has rejected the compensation report for the 2021 financial year in a non-binding advisory vote.

5/12