ORIOR : Annual Report 2023

2023 ORIOR Group

ANNUAL REPORT

Key figures

in CHF thousand	2023	∆ in %	2022
Net sales	643 094	+ 1.0%	636 691
EBITDA	59 209	-7.7%	64 115
in % of net sales	9.2%		10.1%
EBIT	32 088	-15.3%	37 892
in % of net sales	5.0%		6.0%
Net profit attributable to owners of the parent	24 798	-17.8%	30 170
in % of net sales	3.9%		4.7%
Cash flow from operating activities	53 011	-10.8%	59 421
Free cash flow	35 025		18 789
Net debt / EBITDA ratio	1.97		2.06
Equity ratio	23.5%		21.3%
ROCE	13.9%		15.5%
Dividend per share in CHF	2.51		2.50
Market capitalisation as per year-end	471 707		479 558
Av. number of employees (FTE)	2 135		2 041

At a glance

• Net sales up by 1.0% (organic 2.1%) to CHF 643.1 million, driven by the very good performance of the International segment, and the Culinor Food
  Group in particular.
• EBITDA amounted at CHF 59.2 million (previous year: CHF 64.1 million), with an EBITDA margin of 9.2%.
• Decrease in the debt ratio (net debt/EBITDA) from 2.06 x to 1.97 x thanks to solid free cash flow.

• Comprehensive short-, medium- and long-term measures introduced to increase efficiency and improve profitability.
• ESG: on track to achieve sustainability goals.
• Proposed dividend of CHF 2.51 per share, continu- ation of an attractive dividend policy with at least a constant absolute dividend for the coming years.
• Outlook for 2024: further organic growth and im- provement of the EBITDA margin.

Revenues		EBITDA			Dividend per share
in CHF m			in CHF m			in CHF
600.3	614.1	636.7	643.1	52.8	64.1	64.1	59.2	2.33	2.40	2.50	2.51
2020	2021	2022	2023	2020	2021	2022	2023	2020	2021	2022	2023

Note to performance measures

ORIOR uses alternative performance measures in this Annual Report which are not defined by Swiss GAAP FER. These alternative performance measures provide useful and relevant information regarding the operative and financial performance of the Group. The document "Alternative Performance Measures Full Year 2023", which is available on https://orior.ch/en/financial-reports, defines these alternative performance measures.

ORIOR ANNUAL REPORT 2023 | Letter to Shareholders

ORIOR - Excellence in Food

ORIOR is an internationally active Swiss food and beverage group. It represents a family of companies with a strong regional footing and popular brands and products that claim leadership positions in growing niche markets at home and abroad.

ORIORʼs decentralised business model allows the individual companies in the Group to maintain their specific culture and identity, tailored to their workers and customers, and to create unique product, brand and concept worlds. They are joined together by a passion for culinary delights and true craftsmanship, a spirit of innovation directed towards market trends and needs, workforce entrepreneurship and strong common values.

Our management approach combines strategic thought and action at Group level with a high degree of autonomy at each competence centre. The ORIOR 2025 Strategy with its strategic pillars and the Group-wide key strategic initiatives - the ground-breaking "ORIOR New Normal", the intradisciplinary "ORIOR Champion Model" and the synergistic "ORIOR Bridge-building" initiative - are important success factors that will ensure steady value creation for all stakeholders.

Motivated employees who enjoy what they do and who assume responsibility for themselves and their work are the catalyst for unlocking the extraordinary. We embrace uniqueness and premium quality in our claim to surprise our consumers time and again with delightful and delicious creations.

Our vision is nothing less than Excellence in Food.

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Contents

Letter to Shareholders	2
Interview with the CEO	6
Sustainability at ORIOR	8
Corporate Governance Report	11
Compensation Report	39
Financial Statements ORIOR Group	65
Financial Statements ORIOR AG	101
Share Information	113

ORIOR ANNUAL REPORT 2023 | Letter to Shareholders

Dear Shareholders

The internationally active Swiss food & beverage group ORIOR once again records growth for the 2023 financial year, although the challenging environment is weighing on profitabil- ity. Net sales grew by 1.0% compared with the previous year to CHF 643.1 million (at constant exchange rates: CHF 650.0 million). EBITDA fell to CHF 59.2 million, corresponding to an EBITDA margin of 9.2%. CEO Daniel Lutz on the current result: "We were able to realise organic growth of 2.1% despite challenging conditions. This highlights the fact that many areas performed very well. In terms of margins, however, we were unable to compensate for the accumulation of adverse events. Over the past few years, we have shown that we are able to react with agility to constantly changing market conditions. That's why I'm convinced that we'll increase profitability again."

In the 2023 financial year, the ORIOR Group generated net sales of CHF 643.1 million, representing an increase of 1.0% over the previous year (previous year: CHF 636.7 million). The net sales consisted of organic growth of 2.1% and an exchange rate effect of -1.1%.

2The International segment, particularly the Culinor Food Group and Casualfood, posted a pleasing performance and it was a solid year too for Rapelli and Biotta in Switzerland. The accumulation of adverse factors meant that the high growth expectations of 4 to 6% and a stable profitability trend could not be achieved. The main reasons for this were the ongoing inflationary environment with rising input costs leading to higher selling prices, which in turn caused consumers to increasingly choose more affordable ORIOR products. This resulted in a product mix with lower margins. Additionally, pork prices rose significantly and created strong pressure on margins in the fourth quarter. The Group's gross margin increased from an already good 45.9% to 48.0%. Rising input costs could be partially passed on in the form of higher prices. Although we succeeded in increasing efficiency again, this was not enough to compensate for the overall pressure on profitability. The aforementioned effects then had an impact on EBITDA, which amounted at CHF 59.2 million (previous year: CHF 64.1 million), corresponding to an EBITDA margin of 9.2% (previous year: 10.1%).

EBIT fell to CHF 32.1 million due to the lower EBITDA and higher depreciation (previous year: CHF 37.9 million). As

a result, net profit attributable to ORIOR AG shareholders amounted to CHF 24.8 million (previous year: CHF 30.2

million). Free cash flow increased to CHF 35.0 million, primarily due to lower investment (previous year: CHF 18.8 million). This enabled the debt ratio (net debt / EBITDA) to be further reduced from 2.06x to 1.97x.

ORIOR segments

The ORIOR Convenience segment with its Fredag, Le Patron, Pastinella and Biotta competence centres, generated -0.2% lower net sales of CHF 219.8 million (previous year: CHF 220.2 million). If the volumes transferred to the Refinement segment in connection with site development projects were taken into account, there would have been a slight increase in sales. Pastinella recorded growth compared with the previous year, with sales in the gastronomy sector in particular showing a satisfying increase. Le Patron also slightly surpassed the previous year's level despite modest Christmas sales, thanks primarily to growth within its retail range. Biotta performed very well in Switzerland, although exports suffered from consumer behaviour due to the strong Swiss franc and the associated higher prices of its products. Fredag further expanded its core poultry business, whereas its food service channel and above all the export of plant-based specialities to the UK did not perform in line with expectations.

Remo Brunschwiler, Chairman of the Board of Directors (right) and Daniel Lutz, CEO ORIOR Group

3

The ORIOR Refinement segment, with the Rapelli, Albert Spiess and Möfag competence centres, reported a -1.4% decline in net sales to CHF 245.7 million (previous year: CHF 249.1 million). The main factors were the inflationary environment with rising input costs and, as a result, higher sales prices. This led to shifts in the product mix, as consumers increasingly switched to more affordable products. Supported by the volumes transferred from the Convenience segment, Rapelli delivered a solid performance and made gains in both the retail and, above all, the food service sector. Albert Spiess performed less satisfactorily. The cancellation of a major order coupled with the lack of intercompany sales with Spiess Europe in the weakening French market resulted in negative growth. Möfag again increased its sales. The rapid rise in pork prices in the second half of the year had a negative effect across all the competence centres. In combination with the time-limited bulk contracts at fixed prices, this put significant pressure on Group profitability.

The ORIOR International segment, comprising the Culinor Food Group and Casualfood competence centres and Biotta's sister company Gesa, as well as the slicing, packaging and distribution platform Spiess Europe, grew its net sales by 4.8% to CHF 198.8 million in the reporting year (previous year: CHF 189.7 million). The segment achieved very good organic growth of 8.5% with an exchange rate effect of -3.7%. The Culinor Food Group recorded an exceptionally good performance. In addition to continued customer and channel development, positive drivers included the launch of innovative product lines and the pass-through of increased input costs. Casual- food also achieved impressive growth thanks to high passenger frequencies at all of its key locations, as well as its new concepts and outlets at existing and new sites. Gesa continued to benefit from a strong position in its highly specialised niche market and also enjoyed very gratifying growth. Only Spiess Europe failed to impress in the International segment, losing a significant amount of sales compared with the previous year for the reasons mentioned above.

ORIOR ANNUAL REPORT 2023 | Letter to Shareholders

The ORIOR Responsibility

ORIOR is on track to achieve four out of five of its quantitative targets. This is good news, especially given that all of the sustainability targets also have a positive impact on business performance. Water consumption, greenhouse gases, food waste and accident rates were on target at the end of 2023 in terms of linear progress, while the sickness rate did not achieve the targeted reduction. The 2023 report also addresses for the first time the requirements of the Swiss Code of Obligations with regard to non-financial reporting, and preparations to comply with this extended over the entire reporting year. For example, the double materiality analysis was carried out, and the entire reporting concept was adapted to meet the new requirements. In summer 2023, ORIOR also officially committed itself to science-based climate targets by joining the SBTi (Science Based Target initiative). The new baseline was then calculated, and the short and long-term targets are now being developed on this basis.

Dividend

The Board of Directors will be submitting a motion to the Annual General Meeting on 23 May 2024 to distribute a slightly higher ordinary dividend of CHF 2.51 per share (previous year: CHF 2.50).

Outlook

2024 financial year

For the current year, we expect further organic growth and an improvement of the EBITDA margin. The environment and markets are likely to remain challenging and the geopolitical situation tense, which means that the overall conditions for ORIOR's business activities are unlikely to improve much. In terms of sales, we nevertheless expect organic growth to be generated across all the segments and to reach 1.5 to 2.5% (at constant exchange rates). The positive drivers on the topline will once again be our established core product ranges and innovations, broad diversification - on the customer, channel and product side - and further cost pass-throughs. The Interna-

4tional segment is forecast to again make the strongest contribution to the Group's organic growth. Additional focal points are improving profitability and increasing efficiency, to which comprehensive measures have already been initiated, as well as the implementation of further site development projects. Given the context of the challenging environment, we anticipate a gradual improvement in the EBITDA margin of 9.3 to 9.5% in the 2024 financial year.

ORIOR 2025 Strategy ambitions

The ambitions for organic growth (2 to 4% p.a. on average), the equity ratio (>25%), the debt ratio (<2.5x), and the improvement index for sustainability targets (>80%) remain the same. We are also maintaining the ambition of a >10% EBITDA margin. In view of the anticipated ongoing challenging environment, a recovery to the targeted level could take 2 to 3 years. The ambition of increasing absolute EBITDA annually can no longer be realised owing to the 2023 result. The Board of Directors envisages at least an unchanged absolute dividend in the coming years.

Measures for stabilising and increasing profitability and efficiency

All of the ORIOR Group's Swiss competence centres have been involved in a comprehensive business and product portfolio analysis to more consistently promote and position innovations as well as high-margin product ranges on the market. Optimisation potential on the cost side will continue to be systematically leveraged. Based on the current starting position and the adjustments to the portfolio, the structures in individual competence centres are also being reassessed and adapted.

Given the ongoing challenging conditions, the Board of Directors and Executive Committee have decided to initiate the new five-year plan. ORIOR site development plays a central role in this by helping to increase profitability and improve efficiency. With this goal in mind, ORIOR has acquired an neighbouring building with additional land at its strategically important site in Oberentfelden. The intention is to invest in this site, and planning is currently underway. Additional information on the project will be communicated as soon as it has been finalised.

ORIOR ANNUAL REPORT 2023 | Letter to Shareholders

Our thanks

Dedication, identification and mutual commitment to ensuring the successful development of ORIOR are decisive elements for our success - and even more so when dealing with harsh overall conditions and a volatile environ- ment. In this respect, all of our employees deserve our sincere gratitude for their valued contributions. We also thank our customers and partners for their sincere and trusting cooperation. Likewise we would like to thank our shareholders for their trust in us and our work.

Remo Brunschwiler	Daniel Lutz
Chairman of the Board of Directors	CEO ORIOR Group

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ORIOR ANNUAL REPORT 2023 | Interview

Daniel Lutz, CEO ORIOR Group

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Interview

with Daniel Lutz, CEO ORIOR Group

The 2023 highlights in brief?

We were able to realise organic growth of 2.1% despite challenging conditions. This highlights the fact that many areas performed very well. Culinor had an exceptionally good year, Casualfood also delivered a strong performance, and Rapelli, Biotta and Gesa likewise developed very positively. Pastinella significantly expanded its food service presence, while Fredag posted further gains in its core poultry business.

And what didn't go well?

In addition to the ongoing inflationary environment with rising input costs and shifts in the product mix, pork prices rose very quickly in the second half. At the same time, the food service sector and the Christmas business were below expectations. In terms of mar- gins, we were unable to compensate for the accumulation of adverse events.

Will you be able to make up this lost ground?

Over the past few years, we've shown that we're able to react with agility to constantly changing market con- ditions. That's why I'm convinced that we'll increase profitability again.

Where do you see the big opportunities for ORIOR? In innovations, and as well in the optimisation of existing products and concepts, e.g. to-gospecialities, the plant-basedsegment, the expansion and further development of healthy and sustainable products, and in the food service sector. Those are the sales categories where higher margins can be found, and, together with a stable core range, are crucial to ensure good prof- itability. I also see further potential for improving our profitability by aligning costs with revenue, in revising the product portfolio, in the processes and in the struc- tures.

ORIOR ANNUAL REPORT 2023 | Interview

What's more, we've decided to initiate the new five-year plan earlier than anticipated. ORIOR site development plays a central role in this by helping to ensure profitability and increase efficiency.

How important are consumer trends and what do you consider to be the most important trends for

ORIOR?

Trends are very important because we use them to create new offerings in the form of product and concept innovations. The biggest and most important trends for ORIOR have remained very consistent over the past few years. These include balanced nutrition, conscious enjoyment, regionality, out-of-home, sustainable products, plant-based, etc. Our innovations are taking place within these trend categories, and we're making pleasing progress in terms of implemen- tation.

And what about input costs?

Challenging, especially in view of the geopolitical world market situation and the resulting inflation. The very rapid rise in pork prices has also eaten into our mar- gins, as some of our orders are for a limited period at fixed prices. Consumers have also become more price- sensitive. This means that households on a tight budget and facing constantly rising prices are being forced to change their shopping habits or limit how often they visit restaurants. For us, this has resulted in a changed product mix with lower margins.

How do you compensate for all these effects, such as higher input costs and shifts in the product mix? Some of the higher input costs can be passed on while others have to be offset by efficiency gains. The processes are already very lean, making further efficiency optimisations, innovations, and new products all the more important in order to achieve new sales with sustainable margins, keep production volumes high, and to be able to adjust costs in relation to revenue as quickly and agilely as possible.

ESG - what is sensible and viable? Where do you see ESG in the overall context of the challenges? ESG is and will remain an important element of our ORIOR Strategy and our daily business activities. Well- defined ESG objectives directly benefit our perform-

ance, so it is also right and important from a business perspective to proactively drive forward ESG. Stricter legal requirements on ESG reporting, transparency and due diligence are gradually being implemented in Switzerland and Europe. The sustainability strategy we have been following since 2018, the systematisa- tion of data collection, and the continuous development of our efforts are now proving to be valuable foundations. But besides addressing all new require- ments, it is especially important we make progress on the topics themselves.

Now let's talk about the plant-based sector. Last year, you said you were confident about future growth. What does the situation look like today? The plant-basedtrend is here to stay, and we have good products. Demand in our main foreign sales markets has temporarily weakened due to changes in

consumer behaviour associated with inflation. Apart7 from that, I have no reason to doubt future growth in

this sector. We're concentrating more on exploring new markets with high revenue potential, modernising our product ranges, strengthening relationships with our existing customers, and increasing production and value-chain efficiency.

What are your personal priorities for 2024? Increase profitability, drive forward innovation, bring in stricter cost controls, and work more closely with our customers in order to understand their requirements more quickly and then fulfil them with new products. Despite the dip in profitability, we are an extremely solidly positioned company which is doing very well in many areas. We need to continue promoting and strengthening these areas, and this also includes showing appreciation for our employees. At the same time, we need to work on our weaknesses, set priorities consistently, and also decide what things we deliberately choose not to do, or not to do anymore.

A final word?

I'd like to say a big thank you to all our employees, our customers and our partners. And I also want to express my gratitude to our shareholders and investors for placing their trust in ORIOR.

Sustainability at ORIOR

ORIOR pursues its sustainability strategy as an integral part of its core business, ensuring that "The ORIOR Responsibility" is a strategic cornerstone of our business strategy and a key prerequisite for "Excellence in Food".

The ORIOR Sustainability Report 2023 is the first to be formally approved by the Board of Directors and adopted by the Annual General Meeting. We are confident this will add further impetus to the integrated approach of balancing financial and non- financial content and allow our stakeholders to gain an even more comprehensive picture of the ORIOR Group. More detailed information about our sustainability efforts can be found, as usual, in the Sustainability Report and on our website.

• ORIOR Sustainability Report 2023(Publication end of April 2024)

8 >Sustainability at ORIOR

We are very pleased to be able to share with you some of the highlights of our sustainability management in 2023. As the end of the 2018-2025 strategy period draws near, we would also like to take this opportunity to both review and preview the ORIOR

Group's sustainable journey.

Selected highlights

Workshop series introduced

The operational implementation of our sustainability efforts is carried out decentrally in our competence centres. This approach is critical because the diversity of our companies and products can pose widely varying challenges. In order to respond appropriately to this diversity and further intensify our efforts, we introduced a new format in the reporting year comprised of a series of workshops focused on sustainability. Local success factors and challenges are analysed during unit-specific workshops spanning several hours, enabling targeted measures to be drafted and implemented. The pilot series conducted by Rapelli was very promising.

Science-based climate targets

ORIOR officially committed to science-based climate targets in the summer of 2023. As part of a trail-blazing project, short- and long-termscience-based targets are being developed that underscore our ambitions. They will be submitted to the "Science Based Targets initiative" (SBTi) for verification by the first half of 2025 at the latest.

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2018 / 2019

Publication of the first ORIOR sustainability strategy

• Covers ORIOR Switzerland
• First materiality analysis

Publication of the first ORIOR Sustainability Report

• Covers ORIOR Switzerland
• GRI-compliant

Commissioning of woodchip heating system

Biotta

2020

Publication of the second ORIOR Sustainability Report

• Covers ORIOR Switzerland
• GRI-compliant
• Inclusion of SDGs

Switch to 100% hydroelectricity

ORIOR Switzerland

Embedding ESG in the long-term incentive plan

Executive Committee

2021

Publication of the third ORIOR Sustainability Report

• Covers ORIOR Switzerland
• GRI-compliant

Commitment to net zero by 2050

ORIOR Group

First CDP evaluation

Good B rating

Belgian subsidiary publishes its first independent report

Culinor

2022

Publication of the fourth ORIOR Sustainability Report

• Covers ORIOR Switzerland
• GRI-compliant

Appointment of ESG

Committee

ORIOR Board of Directors

Corporate governance study

First place from Inrate zRating

German subsidiary publishes its first independent report

Casualfood