Barry Callebaut : AGM Minutes - English

UNOFFICIAL ENGLISH TRANSLATION OF THE GERMAN ORIGINAL

Minutes of the Annual General Meeting of

Barry Callebaut AG, Zurich

Held on Wednesday, December 14, 2022, start at 2:30 p.m.,

Messe CH, Oerlikon, Switzerland

1. Organization and procedure of the Annual General Meeting

1. Welcome
   Mr Patrick De Maeseneire, Chairman of the Board of Directors, takes the chair and opens the meeting. He welcomes the present shareholders as well as the attending members of the Board of Directors and the Executive Committee.
2. Constitution
   For the purpose of constituting the Annual General Meeting, the Chairman hands over to the Vice-Chairman of the Board of Directors, Dr Markus Neuhaus. Dr Neuhaus states that the invitation to the Annual General Meeting, along with the agenda items and proposals of the Board of Directors, was published in the Swiss Official Gazette of Commerce on November 21, 2022, and that the invitation was also sent to all shareholders who are registered in the share register. He further states that the Annual General Meeting has been formally convened and that no motions for the inclusion of additional agenda items have been received from shareholders within the statutory and legal periods. The prescribed access to files and the corresponding notice in the invitation have also been given.
   Dr Neuhaus appoints Mr Martin Oesch, General Counsel and Corporate Secretary at Barry Callebaut AG, as secretary of the meeting, and points out that an audio recording of the Annual General Meeting will also be made to ensure the accuracy of the minutes.
   Employees of Barry Callebaut AG serve as vote counters (should the electronic voting system fail).
   Erich Steinegger, Head of Group Accounting, Reporting & Risk Management of Barry Callebaut AG, serves as the head of the polling station.
   The company's statutory auditors, KPMG AG, Zurich, are represented by Marc Ziegler and Regula Tobler.
   The law firm Keller KLG, Zurich, represented by Mr Rafael Keller, serves as the independent proxy.
   Dr Neuhaus states that the number of shareholders present will be disclosed at a later time.

Minutes of the Annual General Meeting of Barry Callebaut AG, Zurich, December 14, 2022

Dr Neuhaus states that the elections and resolutions in accordance with Art. 17 of the Articles of Association are generally conducted electronically. If the electronic procedure is not available for technical reasons or due to the specific instructions of the Chairman, in particular for ad-hoc proposals from the floor, elections and votes will be carried out openly. However, the Annual General Meeting may resolve to vote in a written voting process and the Chairman may order the same at any time. Electronic voting ("televoting") represents a form of written voting that enables votes to be precisely recorded.

Based on Art. 17 of the Articles of Incorporation, Dr Neuhaus orders that the votes and elections of this Annual General Meeting be carried out electronically.

Votes and elections are subject to a simple majority of validly cast votes pursuant to Art. 17 of the Articles of Incorporation. Abstentions are not counted and are not taken into account in the results of the vote.

Dr Neuhaus instructs the Annual General Meeting that shareholders voting NO may request that their name be included in the minutes.

No objections to these statements are raised.

Dr Neuhaus states that the Annual General Meeting has been properly convened and that it is quorate.

Dr Neuhaus gives the floor to the speakers.

1. Speeches by the Chairman of the Board of Directors, the CEO, and the CFO
   The Chairman of the Board of Directors Patrick De Maeseneire and members of the Executive Committee Peter Boone and Ben De Schryver comment on the business developments in the past fiscal year, the company's economic and financial situation, the latest innovations, sustainability and ESG, the strategy, and the outlook for the current fiscal year.
   (See enclosure: Presentations by Patrick De Maeseneire, Peter Boone and Ben De Schryver).

1. Agenda items and proposals of the Board of Directors
   The Chairman of the Board of Directors, Patrick De Maeseneire, hands over to the Vice-Chairman of the Board of Directors, Dr Markus Neuhaus, for the statutory part of the Annual General Meeting.
   Attendance
   The Chairman Dr Neuhaus announces that he has now been informed of the following attendance figures: 804 shareholders or authorized representatives are present at today's Annual General Meeting, representing a total of 4,121,340 shares or votes. This corresponds to 75.09% of the share capital recorded in the

2/14

Minutes of the Annual General Meeting of Barry Callebaut AG, Zurich, December 14, 2022

Commercial Register. An absolute majority corresponds to 2,060,671 votes. For agenda item 3 (Discharge), 2,428,675 of the represented votes are entitled to vote.

Furthermore, the Chairman explains that a total of 2,460,756 votes are represented by the independent proxy.

1 Approval of the Management Report, the Financial Statements and the Consolidated Financial Statements

1. The Chairman notes that the Annual Report, consisting of the Management Report, financial statements and consolidated financial statements of the company for the fiscal year that ended on August 31, 2022, has been available for inspection at the company's registered office since November 17, 2022, was sent to shareholders upon request and posted on the company website. Furthermore, the Chairman refers to the opening remarks by the Chairman of the Board of Directors, and the explanations of the annual financial statements by the CEO Peter Boone, and by the CFO Ben De Schryver.

2. Approval of the Management Report
   The Chairman explains that the first vote will be on agenda item 1.1. The Board of Directors proposes the approval of the Management Report for the fiscal year 20121/22.
   The Chairman asks if anyone would like to comment on this agenda item.
   One shareholder comments, among other things, on the situation of cocoa farmers in the Democratic Republic of Congo. The Chairman explains that Barry Callebaut has been strongly committed to the sustainability of the cocoa supply chain in Africa for many years.
   A shareholder inquires about Barry Callebaut's expansion plans in Switzerland and what Barry Callebaut is doing to prevent salmonella cases like the one in Wieze in the future. The Chairman answers the questions. Upon further question, the Chairman explains that there is no longer an Agio reserve to pay out capital contributions tax-free.
   A shareholder expresses regret about the discontinuation of the dessert buffet. There are no further requests to speak on this agenda item.
   Resolution:
   The Annual General Meeting approves the Management Report for the fiscal year 2021/22 with 4,116,752 yes votes and 1,273 no votes. This corresponds to the approval of 99.97% of the validly cast votes.
3. Consultative vote on the Remuneration Report
   The Chairman refers to the Remuneration Report, which is included on pages 162 to 174 of the Annual Report 2021/22. The Chairman explains the remuneration

3/14

Minutes of the Annual General Meeting of Barry Callebaut AG, Zurich, December 14, 2022

model of Barry Callebaut AG for members of the Board of Directors and Executive Committee and the remuneration trend for members of the Board of Directors and Executive Committee over the last five years compared with the development of the sales volume, net profit and the share price of Barry Callebaut AG.

The Chairman asks if anyone would like to comment on this agenda item.

In response to a shareholder's question about the nature and tradability of the PSUs (performance share units) as part of the long-term variable compensation, the Chairman explains that the PSUs are only converted into tradable shares after a vesting period of three years.

There are no further comments on this agenda item and the Chairman explains that a vote will be held on agenda item 1.2.

The Board of Directors recommends that the Annual General Meeting approve the Remuneration Report in the Corporate Governance section of the Annual Report 2021/22. The vote is of consultative nature.

Resolution:

The Annual General Meeting declares its approval of the Remuneration Report in the Corporate Governance section of the Annual Report 2021/22 with 3,782,990 yes votes and 333,221 no votes. This corresponds to the approval of 91.90% of the validly cast votes.

1.3 Approval of the Financial Statements and Consolidated Financial Statements as at August 31, 2022

The Chairman refers to CFO Ben De Schryver's remarks and explanations on the financial statements.

The Chairman explains that the financial statements of the Company and the Group for the financial year ended 31 August 2022 have been audited by the auditors KPMG AG, Zurich. The auditors' reports are included in the Annual Report of the Company and were available to the shareholders together with the Management Report and the financial statements.

Marc Ziegler informed the Chairman before the Annual General Meeting that he, as representative of the auditors KPMG AG, had no additions to the auditors' reports.

The Board of Directors proposes to approve the financial reports including the financial statements and the consolidated financial statements as of August 31, 2022.

The Chairman asks if anyone would like to comment on this agenda item. No one wishes to speak.

Resolution:

The Annual General Meeting approves the financial reports, consisting of the financial statements and consolidated financial statements as of August

4/14

Minutes of the Annual General Meeting of Barry Callebaut AG, Zurich, December 14, 2022

31, 2022, with 4,115,354 yes votes and 2,652 no votes. This corresponds to the approval of 99.94% of the validly cast votes.

2 Distribution of dividend and appropriation of available earnings

The Chairman notes that the Board of Directors proposes this year to pay out to the shareholders a dividend of CHF 28.00 (gross) per share, which corresponds to an unchanged dividend compared with the previous year.

The Chairman further notes that the proposed dividend for 2022 would be paid out free of charge on January 11, 2023. Accordingly, the Barry Callebaut shares will be traded "ex dividend" as from January 9, 2023; the record date is January 10, 2023.

The Board of Directors proposes the distribution of a dividend of CHF 28.00 per share for a total amount of CHF 153,688,024 (gross) from the earnings available for distribution by the General Meeting of Shareholders and to carry forward the remaining amount of retained earnings. The Chairman points out that the amount of the distribution of CHF 153,688,024 is based on the total number of shares issued as of August 31, 2022, and that the company does not pay dividends on own shares.

The following numbers are projected onto the screen and explained by the Chairman:

Profits brought forward from prior year as of September 1, 2021

Dividends (gross, excluding own shares) 2020/21

Net profit 2021/22

Retained earnings as of August 31, 2022

Treasury shares

Total earnings available for distribution

Proposed dividend 2021/22 of CHF 28.00 per share

Carry forward to new account

1,437,626,838

-153,467,384

100,850,372

1,385,009,826

-21,886,186

1,363,123,640

-153,688,024

1,209,435,616

The Chairman asks if anyone would like to comment on this agenda item.

No one wishes to speak and the Chairman therefore moves to the vote.

Resolution:

The Annual General Meeting approves the Board of Director's proposal to distribute a dividend of CHF 28.00 per share in the total amount of CHF 153'688'024 (gross) and to carry forward the remaining amount of retained earnings to the new fiscal year with 4,118,434 yes votes and 921 no votes. This corresponds to the approval of 99.98% of the validly cast votes.

5/14