FLIPBOOK Group Policies Procurement Booklet

GROUP POLICIES 2025 Procurement Team

CONTENT TABLE GROUP POLICIES 2025 Procurement Team 1

SUPPLIER CODE OF CONDUCT

2

INFOGRAPHICS SUPPLIER CODE OF CONDUCT

3

GLOBAL WHISTLEBLOWING POLICY

4

WHISTLEBLOWER REPORTS HANDLING PROTOCOL

5

INFOGRAPHICS WHISTLEBLOWER

6

COMPETITION ANTI-TRUST LAW POLICY

7

INFOGRAPHICS COMPETITION ANTI-TRUST LAW

8

ANTI BRIBERY AND CORRUPTION POLICY (ABAC)

9

INFOGRAPHICS ABAC

10

INFOGRAPHICS ACT -

11

Awareness – Communicate - Training INFOGRAPHICS COI -

Conflicts of Interest

FEBRUARY 2024

ARYZTA SUPPLIER CODE OF CONDUCT

CONTENTS

1.

Introduction

4

2.

Business Practices

5

2.1.

Anti-Bribery

5

2.2.

Trade Restrictions

5

2.3.

Conflict of Interest

5

2.4.

Communication

5

2.5.

Confidential Information

6

2.6.

Fair Competition

6

2.7.

Intellectual Property

6

3.

Employment Related Practices

6

3.1.

Applicable Local Labour Laws

6

3.2.

Freedom of Association

7

3.3.

Forced Labour, Slavery & Human Trafficking

7

3.4.

Child Labour Practices

7

3.5.

Compensation

8

3.6.

Working Hours

8

3.7.

Non-Discriminatory

9

3.8.

Diversity & Equality

9

3.9.

Harassment & Abuse

9

3.10.

Migrant Labour

10

4.

Health Safety & Workplace Environment

10

4.1.

Workplace Environment

10

4.2.

Worker’s Accident and Safety

11

5.

Grievance Mechanism – “ARYZTA Open Talk”

11

6.

Product Quality and Safety

11

7.

Environmental Management

12

8.

Audits

13

9.

ARYZTA’s Supplier Code of Conduct Enforcement

13

3

Introduction

1.

Introduction As an international bakery company with a leadership position in convenience bakery with manufacturing sites across the world, ARYZTA understands that it, in partnership with its Suppliers, has a responsibility to do business in a manner that is sustainable, equitable and just.

ARYZTA is fully committed to complying with all applicable laws and regulations required in the conduct of its business, including in relation to due diligence obligations in its supply chain and child labour law requirements. Accordingly, the aim of the ARYZTA Supplier Code of Conduct (hereafter ‘the Code’) is to help ARYZTA maintain this commitment by setting standards which ARYZTA expects its Suppliers, their employees, agents, subcontractors, and other representatives to respect and adhere to when conducting their business dealings.

The Code is applicable to and must be respected by all our Suppliers and contains the minimum standards applicable to ARYZTA Suppliers. It is integrated into contracts with our Suppliers. Suppliers may also have individual contracts with ARYZTA that contain specific provisions and/or agreements relating to these standards. In case of conflict between requirements outlined in laws, individual contracts and this Code, Supplier must comply with the strictest requirement. The standards of the Code set forth expectations for the Supplier with whom ARYZTA does business, including their parent, subsidiary or affiliate entities, as well as others with whom they do business including all their employees (including permanent, temporary, contract agency, service provider and migrant workers), upstream suppliers and other third parties. It is the Supplier’s responsibility to disseminate, educate and exercise diligence in verifying compliance with this Code among its employees, agents and suppliers, including farmers where relevant.

Suppliers who believe that an ARYZTA employee, or anyone acting on behalf of ARYZTA, has engaged in illegal or otherwise improper conduct with respect to their business with the Supplier should report the matter to ARYZTA. If a Supplier is aware of any breach of the Code, ARYZTA must be notified of the incident within 48 hours and provide an action plan within one week of notification. Any breach notification should be sent through ARYZTA Grievance Mechanism – ‘ARYZTA open talk’ (https://secure.ethicspoint.eu/domain/media/en/gui/106421/index.html).

ARYZTA will provide its Suppliers and the public with up-to-date information on this Code through publication of updates of the Code on: www.aryzta.com

ARYZTA AG Supplier Code of Conduct, February 2024

4

Business Practices

2.

Business Practices ARYZTA requires that all Suppliers observe all applicable national and international laws and regulations; exercise the highest standards of business and personal ethics; and act with integrity in an open and honest manner, including:

2.1.

Anti-Bribery Suppliers dealing with ARYZTA or acting on behalf of ARYZTA must comply with all country and local laws dealing with bribery. All forms of bribery, kickbacks, corruption, extortion, embezzlement, and unethical practices with the aim of influencing decisionmaking processes, independent of whether these processes violate applicable law or not, are prohibited, and Suppliers must have a zero-tolerance policy and prohibit any such behavior. ARYZTA employees cannot accept any gift, no matter what the value, from a current or prospect Supplier or a company in exchange for doing business with ARYZTA. Time to time and under specific conditions such as, by example, the Christmas period, the Supplier may send gifts to employees however, the value of these gift may not exceed €30.00.

2.2.

Trade Restrictions Suppliers are not required to forego trade with ARYZTA’s competitors to be a Supplier to ARYZTA. Suppliers are free to sell products in competition except when otherwise agreed to in writing with ARYZTA and/or where the product involved is one in which ARYZTA has a substantial proprietary interest. Suppliers will avoid sourcing materials or services in a manner that is in breach of relevant embargoes, trade sanctions and ARYZTA specific embargoes.

2.3.

Conflict of Interest Suppliers should avoid any interaction with an ARYZTA employee that may conflict with, or appear to conflict with, that employee acting in the best interests of ARYZTA. Suppliers must declare any confirmed or presumed conflict of interest to ARYZTA on discovery should be sent through ARYZTA Grievance Mechanism – ‘ARYZTA open talk’ (https:// secure.ethicspoint.eu/domain/media/en/gui/106421/index.html).

2.4.

Communication Suppliers may not utilize ARYZTA’s name, trademarks, logos, graphics, or images unless expressly permitted in writing by ARYZTA. Significant agreements with distributors, brokers and Suppliers should be set out in writing.

ARYZTA AG Supplier Code of Conduct, February 2024

5

Employment Related Practices

2.5.

Confidential Information Suppliers who have been given access to confidential information as part of the business relationship must not share this information with anyone else unless authorized to do so by ARYZTA. If a Supplier believes it has given access to ARYZTA’s confidential information in error, the Supplier should immediately notify its contact at ARYZTA and refrain from further distribution of such information. Suppliers will be asked to sign a Confidentiality and NonDisclosure Agreement.

Personal data provided to the Supplier must be processed and stored in accordance with the applicable data privacy regulations, such as GDPR.

2.6.

Fair Competition Suppliers shall not engage in anti-competitive practices such as price fixing, sales volume manipulation and artificial division of the market in conjunction with third party competitors.

Suppliers will also adhere to relevant laws pertaining to anti-trust and fair competition.

2.7.

Intellectual Property Suppliers are expected to respect intellectual property rights and safeguard customer information. Suppliers must therefore manage technology and process information in a manner that protects intellectual property rights.

3.

Employment Related Practices We expect our Suppliers to conduct their activities in a manner that respects human rights as set out in the United Nations Universal Declaration of Human Rights and is guided by UN Guiding Principles on Business and Human Rights and the Core Conventions of the International Labour Organisation. At a minimum, we expect Suppliers to comply with the relevant local employment laws. Where local law provides weaker protection for human rights than international conventions or this Code, we expect the rights laid out in this Code to be followed.

3.1.

Applicable Local Labour Laws All business activities of Suppliers must comply with all national and local legal requirements along with published industry standards pertaining to employment and manufacturing in the applicable country. Supplier must be able to demonstrate that all employees are eligible to work in the applicable country.

ARYZTA AG Supplier Code of Conduct, February 2024

6

Employment Related Practices

3.2.

Freedom of Association Suppliers shall respect the rights of workers to associate or not to associate with any group, as permitted by and in accordance with all applicable laws and regulations. Suppliers should adopt and open attitude to the activities of trade unions and worker representation groups, and their organisational activities. Worker representatives must not be discriminated against and have access to carry out their representative functions in the workplace.

3.3.

Forced Labour, Slavery & Human Trafficking ARYZTA explicitly forbids any form of forced, bonded, involuntary or indentured labour, including modern slavery and prison labour as defined in International Labour Organisation (ILO) Conventions and national laws. Suppliers must ensure that all employment is freely chosen, and that workers can leave their job without penalty where reasonable notice is given.

Suppliers must not retain passports or identity documents (unless required by law), and workers must have free and complete access to their documentation if it is retained.

Workers’ movement must not be restricted, and workers must not be confined to Supplier premises, including work or accommodation facilities.

Workers must not pay recruitment fees or be required to lodge deposits with the Supplier.

Suppliers must provide to all employees a contract written in a language they understand at the commencement of employment or service. This contract should also be signed by the worker under their free will. This contract must include key details on topics such as their expected wages, working hours, notice period, benefits, leave entitlements, terms and conditions, and any disciplinary and grievance mechanisms.

The use of any form of modern slavery or involvement in activities related to human trafficking as defined in national law and international conventions by Suppliers is forbidden.

3.4.

Child Labour Practices Suppliers must comply with all applicable child labour laws and are prohibited from using workers under the legal age of employment in the relevant country or where work interferes with schooling requirements under applicable local laws and regulations. Suppliers shall not hire any worker who is less than 15 years old regardless of the legal age of employment in the relevant country. While ARYZTA follows a zero-tolerance policy for employment of workers under the age of 15, we do encourage Suppliers, in support of local communities, to provide opportunities for young workers (between the ages of 15 and 18) where job conditions are safe and suitable for young workers and local laws or regulations permit such employment.

ARYZTA AG Supplier Code of Conduct, February 2024

7

Employment Related Practices

Any workers under the age of 18 must not experience conditions in their work that are mentally, physically, socially, or morally dangerous, or that interfere with schooling. Where young workers are employed, care must be taken to ensure that child and young workers are prevented from undertaking hazardous work or work at night.

All employment of young workers, including apprentices or vocational students, must comply with laws and regulations on the minimum working age and the compulsory age for schooling and must be of educational benefit.

ARYZTA will follow up on any indications of child labour and will take appropriate action as set forth below to avert or mitigate negative effects, evaluate the results of the measures and communicate these results.

For purposes of identification, assessment, elimination or mitigation of the risks of potential cases of child labour, ARYZTA may use the following instruments: • • • • • • • • •

3.5.

adverse media screening prior to the onboarding of a certain Supplier or for monitoring Suppliers during the ongoing contractual relationships; assessment of all reports received through ARYZTA’s or the Suppliers’ whistleblowing system as further described in paragraph 5 of this Code; obtain information from public authorities, international organizations or civil society prior to onboarding of a certain Supplier or in case of indications of child labour; request certifications from its Suppliers; engage specialists of follow-up on specific indications of child labour or to review the effectiveness or implementation of corrective measures; consult expert literature; ask Suppliers to join the SEDEX platform and to undergo a SMETA audit as set out in paragraph 8 of this Code; perform audits as further described in paragraph 8 of this Code; request corrective or preventative actions from the Suppliers as set out in paragraph 8 of this Code.

Compensation Supplier’s workers must be fairly compensated and provided with wages and benefits that comply with applicable national and local laws. This includes paying of overtime, premium pay and equal pay for equal work without discrimination where applicable. There shall be no disciplinary deductions from pay.

Suppliers must pay employees wages and benefits that meet at least the government mandated or collective industry-authority agreed minimum, whichever is higher.

Wages must be paid at regular intervals, agreed upon in the worker’s contract and should be provided with a valid payslip or document that verifies accurate compensation for work performed.

ARYZTA AG Supplier Code of Conduct, February 2024

8

Employment Related Practices

Suppliers must ensure workers understand and receive any benefits or compensation that they are legally entitled to, including parental leave, paid holidays, or social insurance.

Deductions from wages as a disciplinary measure must not be permitted nor must any deductions from wages not provided for by national law be permitted without the expressed permission of the worker concerned. All disciplinary measures should be recorded.

3.6.

Working Hours Working hours must comply with national laws, collective agreements, or the provisions of ILO conventions, whichever affords the greatest protection.

All overtime must be voluntary and should be compensated at the legally or collectively agreed required premium, whichever is higher. Under usual circumstances, the total hours worked in a 7-day period should not be more than 60, including voluntary overtime.

Under exceptional circumstances working hours may exceed 60 hours a week. These exceptional circumstances are when all the following criteria are met: • •

• • •

3.7.

It is allowed by national law; It is allowed by collective agreement freely negotiated with a workers’ organisation representing a significant portion of the workforce (to the extent a collective agreement exists); Appropriate safeguards are taken to protect the worker’s health and safety; The employer can demonstrate that exceptional circumstances apply such as unexpected production peaks, accidents, or emergencies; Workers should be provided with at least one day off in seven, or where allowed by national law, two days off in a 14-day period.

Non-Discriminatory Suppliers shall not discriminate in hiring or applying employment practices on the grounds of race, colour, religion, sex, age, sexual orientation, physical ability, national origin, or any other prohibited basis or personal characteristic unrelated to job performance and will comply with all applicable employment discrimination laws.

Except where required by applicable laws or regulations or essential for workplace safety, Suppliers must not require pregnancy or medical tests and must not improperly discriminate based on test results.

Suppliers must have anonymous, confidential, and fair grievance mechanisms in place for workers, including or comprising of whistleblowing mechanisms. Suppliers must ensure that reports are made with no fear of retaliation or reprisal.

ARYZTA AG Supplier Code of Conduct, February 2024

9

Employment Related Practices

3.8.

Diversity & Equality ARYZTA is an equal opportunity employer and expects its Suppliers to similarly promote the hiring, training, compensating, promoting and termination of employment of persons based on their individual talents and abilities and willingness to do the job and criteria which are allowed under law. ARYZTA actively promotes diversity across its business.

3.9.

Harassment & Abuse Suppliers will ensure that their employees and workers are not subjected to psychological, verbal, sexual or physical harassment or any other form of abuse and will comply with all applicable laws on harassment and abuse of workers. Suppliers must have internal policies prohibiting harassment or abuse of employees, along with stated disciplinary processes.

The threat of any form of harassment or abuse is also strictly forbidden Suppliers who engage with security forces for business activities shall strictly forbid use of violence, and must ensure any security activities are in line with the law.

3.10.

Migrant Labour Suppliers will respect human and workplace rights for any migrant workers. Suppliers and/ or employment agencies must not charge, directly or indirectly, fees or commissions related to recruitment travel and/or employment processes to those workers transported from their home country to work in facilities. Such fees should be borne by the Supplier, not the worker. Terms of employment should not change from time of recruitment to that provided at the facility, and migrant workers should be free from pressure, coercion, or threats in any way into accepting a job or to maintain employment.

Migrant workers should be treated equally to other workers performing the same or similar work, and must have the same entitlements as local workers as stipulated by local law.

Provisions should be made by the Supplier to ensure migrant workers are able to work safely, understand their duties, rights, and responsibilities, and have mechanisms of reporting issues, especially where the worker’s language is not the business language of the employer.

ARYZTA AG Supplier Code of Conduct, February 2024

10

Health Safety & Workplace Environment

4.

Health Safety & Workplace Environment

4.1.

Workplace Environment Suppliers must provide their workers with safe and healthy working conditions and, where provided, living conditions. This includes, at a minimum, potable drinking water, adequate and clean restrooms, adequate ventilation, fire exits, essential safety equipment, emergency first aid kit, access to emergency medical care, and appropriately lit workstations. Suppliers shall ensure that all workers receive communications and training on emergency planning and safe work practices. In addition, Suppliers shall have systems to prevent, detect, and respond to potential risks to the safety, health, and security of all employees. Suppliers’ facilities must be constructed and maintained in accordance with the standards set by applicable national and local laws, codes and ordinances.

Where needed, workers are to be provided free of charge with appropriate, well-maintained, personal protective equipment and educational materials about risks to them associated with these hazards.

Suppliers must respect workers’ right to refuse unsafe work and to report unhealthy or unsafe working conditions.

Records of health and safety systems, activities and any accidents or incidents must be kept in accordance with local law or industry standard.

Where local law requires, Suppliers must provide worker compensation to all workers covering medical treatment for work related accidents and compensation for work related accidents resulting in permanent disability.

4.2.

Worker’s Accident and Safety Suppliers must have adequate accident insurance (e.g., Workers’ Compensation) for all workers as required by law.

Suppliers are required to provide relevant communication embedding a safety culture and training to avoid accidents.

Suppliers are required to provide the adequate safety clothing and equipment when relevant.

ARYZTA AG Supplier Code of Conduct, February 2024

11

Grievance Mechanism – “ARYZTA Open Talk” / Product Quality and Safety

5.

Grievance Mechanism – “ARYZTA Open Talk” Suppliers shall implement internal programs for handling reports of workplace grievances, including anonymous reporting.

ARYZTA has established a whistleblowing mechanism to facilitate the safe reporting of grievances which is open to its supply chain and all of its stakeholders. In the event the Supplier does not have an appropriate grievance mechanism in place, the Supplier is required to communicate and make accessible ARYZTA’s whistleblowing mechanism to all its employees in the relevant language. Suppliers are further required to communicate ARYZTA’s whistleblowing mechanism to their own suppliers and business partners involved in producing or supplying goods, materials, ingredients or services for ARYZTA. Any grievance raised to the Supplier pertaining to a product, ingredient, material, supplier, business partner or business activity that relates to ARYZTA, it’s business activities and it’s supply chain must be shared with ARYZTA immediately. (https://aryzta.navexone.eu)

6.

Product Quality and Safety All products and services delivered by a Supplier must meet the necessary specifications and criteria outlined by ARYZTA Food Safety & Quality Assurance Policies and Procedures or, and the relevant ARYZTA local policies when applicable. All products and services supplied must also be compliant with all applicable laws and regulations. ARYZTA sourcing policy is guiding its sourcing and development process collaborating with its supply chain: (https://www.aryzta.com/esg-2/sustainable-sourcing/) The Supplier agrees to notify ARYZTA as soon as it becomes aware that there is a quality and or safety issue regarding any of the products or services the Supplier supplies or intends to supply to ARYZTA. The Supplier agrees to maintain sufficient records on their direct and indirect suppliers, including name and addresses of all upstream suppliers, production sites or service providers, to enable full traceability along the supply chain of all products supplied to ARYZTA and deliver the corresponding information to ARYZTA. No changes to be made to ARYZTA specification and or approved supply site, until this has been agreed formally with ARYZTA.

ARYZTA AG Supplier Code of Conduct, February 2024

12

Environmental Management

7.

Environmental Management Suppliers must comply with all national and local environmental laws and regulations.

Suppliers are responsible for managing, measuring, and minimizing the negative environmental impacts of their facilities and supply chain. Specific focus areas include air emissions, waste reduction, recovery and management, water use and discharge, biodiversity, and greenhouse gas (GHG) emissions.

Suppliers should have a strategic plan in place to reduce their emissions, specifically GHG emissions, using Science-based targets. Suppliers are encouraged to report GHG emissions per product to support ARYZTA calculations of Scope 3 emissions.

Suppliers should develop and share a plan to reduce energy, water, and waste to landfill in their facilities in line with UN Sustainable Development Goals (SDGs).

Suppliers will conduct regular risk assessments of their environmental impacts and make adjustments to activities where needed.

Suppliers must ensure that they minimise the use of persistent organic pollutants (POPs), mercury and any other substances harmful to the environment. The acquisition, use, management, storage and disposal of such substances must be recorded clearly and done in compliance with national and international law.

Suppliers must conduct their business activities without causes impacts that illegally deprive communities of land, forests or water. Any land acquisition or use activities must be undertaken according to applicable laws, and with Free, Prior and Informed Consent from local communities and affected stakeholder Suppliers will work with ARYZTA to ensure that raw materials sourced on behalf of ARYZTA are grown and processed in a sustainable manner. Moreover, Suppliers will use natural resources in a sustainable manner, where applicable supporting regenerative agriculture, and will have an action plan as to how to reduce their environmental impact in line with UN SDGs, not least the extent to which their activities contribute to deforestation. Suppliers will have an environmental management system in place to facilitate timely and accurate environmental performance reporting.

ARYZTA AG Supplier Code of Conduct, February 2024

13

Audits / Aryzta’s Supplier Code of Conduct Enforcement

8.

Audits Suppliers should maintain accurate and transparent books, records, and accounts to demonstrate compliance with applicable laws and regulations, and this Code. ARYZTA reserves the right to verify the Suppliers compliance with the Code, in particular through onsite visits, by requesting the Supplier to respond to questionnaires or to provide documents.

If ARYZTA becomes aware of any actions or conditions that are not in compliance with the Code, the Supplier shall provide corrective and preventative actions. ARYZTA reserves the right to terminate an agreement with any Supplier who does not comply with the Code.

Suppliers must also conduct themselves and their business activities so to meet the requirements of laws that apply to ARYZTA by following this Code.

Suppliers may be asked to join the SEDEX platform and undergo a SMETA audit and share it with ARYZTA through the SEDEX platform. If areas of non-compliance are observed, the Supplier will be asked to take corrective action. In the event that the Supplier fails to do so in a timely manner, ARYZTA may terminate its business relationship with the Supplier.

9.

ARYZTA’s Supplier Code of Conduct Enforcement ARYZTA considers the Supplier Code of Conduct application as a critical business partnership component. ARYZTA may provide an SAQ (Self-Assessment questionnaire) in due time to assess the Supplier “fit” to the Supplier Code of Conduct. This document is required to be signed by an officer of your company.

ARYZTA AG Supplier Code of Conduct, February 2024

14

This document is required to be signed by an officer of your company.

Please check both boxes and enter your contact information below: I have read and agree to comply with this Supplier Code of Conduct.

I agree to allow audits of this Supplier Code of Conduct at any facility that provides products or services to ARYZTA. For on-site Suppliers the audit can be conducted in the ARYZTA facility or in your office. These audits may be conduct by employees of ARYZTA or a 3rd Party Audit Firm.

Where there are reasonable grounds to suspect child labour related to products or services, I agree provide ARYZTA with the following information on my upstream supply chain: – A description of the relevant product or service and, if one exists, the trade name; – the names and addresses of all relevant upstream suppliers, production sites or service providers.

Please also identify whether: your company is a member of SEDEX and will link its SEDEX information to the ARYZTA ­account. your company is a member of Ecovadis and will link its Ecovadis information to the ARYZTA account.

Signature Date

Print Name

Title

Print Company Name(s):

Telephone Number (Country Code, Area Code, Number):

E-Mail Address:

ARYZTA AG Supplier Code of Conduct, February 2024

15

Version control – for internal use Version Number

Modified By

Modifications Made

Version 1

Version 2

General Counsel

Child labour provisions

Date Approved

Approved By

19 October 2023

Board Governance Committee

21 February 2024

NomCo

Supplier Code of Conduct What You Need to know PURPOSE ARYZTA expects its suppliers to uphold ethical, legal and responsible business practices across all its Group operations

KEY PRINCIPLES Business Integrity – no bribery, corruption or unethical conduct; ensure compliance with laws including trade restrictions & fair competition laws

Confidentiality & Communication –

Employment Practices - respect

Environmental Responsibility minimize environmental impact and comply with environmental laws and standards

labour laws, no forced labour, child labour or human trafficking. Fair compensation and working hours.

Ensure non-discrimination, diversity and equality, safe and healthy working conditions

protect ARYZTA’s confidential information, Intellectual Property & communicate transparently and responsibly

Product Quality & Safety – meet ARYZTA’s standards for food safety and quality

SUPPLIER RESPONSIBILITIES

Sign the ARYZTA Code & ensure compliance across employees, agents, subcontractors and upstream suppliers.

Educate and monitor adherence to the Code of Conduct

Report breaches within 48 hours and submit an action plan within 1 week

WHAT SHOULD YOU DO ALWAYS ACT in ARYZTA’s best interests and Do The Right Thing

REPORT CONCERNS via ARYZTA Open Talk hotline aryzta.ethicspoint.com or via local, toll-free phone numbers

TRANSPARENCY maintain transparency and integrity in all dealings related to ARYZTA

DECEMBER 2023

GLOBAL WHISTLEBLOWING POLICY RAISE A CONCERN – OPEN TALK DO THE RIGHT THING

CONTENTS

1.

PURPOSE & SCOPE

4

2.

OPEN TALK

5

3.

REPORTING PROCEDURE

6

4.

NO RETALIATION

8

5.

CONFIDENTIALITY

8

3

Purpose & Scope

1.

PURPOSE & SCOPE We at ARYZTA AG are committed to conducting our business with honesty and integrity and in compliance with applicable laws and regulations. The Board of Directors and management therefore have a zero-tolerance policy towards illegal and unethical conduct in connection with our business. To detect, investigate and remediate violations, it is important that all reports are handled carefully and professionally. Whistleblowers can play an important role in this process. All workers are therefore encouraged to speak up and to report any possible or actual misconduct. All reports will be taken seriously, and suspicions of a violation will be investigated appropriately.

This policy applies to all current and former workers. The term workers includes employees, directors, officers, consultants, contractors, sub-contractors, suppliers, sub-suppliers, casual, voluntary, agency workers and similar third parties of ARYZTA AG and its subsidiaries (“the Group”).

This Group policy sets out our approach to encourage workers to report any legal or ethical concerns and to protect and support those individuals who report such concerns without fear of retaliation. The aim of this policy is to provide workers with clear and easily accessible information for raising any legal or unethical concerns related to the Group. This policy should be read in conjunction with our other Group Policies – the Code of Conduct for Employees and Code of Conduct for Suppliers. The implementation of this Group policy should also be in compliance with local applicable law.

The ARYZTA AG Audit Committee (which is a sub-committee of the Board) is responsible for overseeing management’s implementation of this policy and procedures. The Group Report Steering Committee has overall operational responsibility for this policy. The Audit Committee has established procedures to govern the handling and treatment of Open Talk cases.

ARYZTA AG Global Whistleblowing Policy

4

Open Talk

2.

OPEN TALK If you have knowledge of, or grounds to suspect wrongdoing of a legal or unethical nature related to the Group, whether it is a breach of internal policies, legal or regulatory obligations, we encourage you to speak up.

You should feel comfortable about raising your concerns. This protects each of us, our business and our stakeholders. We must always «Do the Right Thing».

Misconduct of a legal or unethical nature includes, but is not limited to: • Financial malpractice, misrepresentations, impropriety, or fraud, including accounting and auditing or disclosure concerns; • Failure to comply with a legal or regulatory obligation; • Public health and food safety; • Risk or damage to the environment; • Criminal activity; • Bribery, facilitation of tax evasion or money laundering; • Privacy, confidentiality and data protection breaches; • Anti-competitive conduct; • Breaches of sanctions; • Violations of human rights, such as modern slavery, child labour and human trafficking; • Bullying, discrimination, (sexual) harassment, personal insults and similar, • Wilful breach of any legal obligation such as failure to comply with applicable laws such as laws relating to environmental protection, food safety, health and safety, consumer protection, equality, competition, business secrets, insider trading regulations, stock exchange rules or anti-money laundering procedures etc.

• Attempts to cover up any of these behaviours.

Please be aware that concerns which are inter-personal grievances are excluded unless the behaviour is such that it impacts the health and safety of others within the workplace.

Matters that are purely personal grievances about another worker and do not constitute misconduct as listed above should be raised directly with your local HR representative.

ARYZTA AG Global Whistleblowing Policy

5

Reporting procedure

3.

REPORTING PROCEDURE Submitting Reports There are several ways to submit a report which are explained below. When submitting a report, we encourage you to provide as much detail as possible concerning the suspected wrongdoing. This will allow us to conduct any investigation promptly and effectively. The report should explain who did what, when and at what time. If possible, additional information, documents or evidence should be provided.

There are several ways for you to speak up and submit a report: 1)

You can report directly to the Group General Counsel in writing, or by email, call or in person. You can ask the Group General Counsel for a meeting in person or via video or telephone call to raise your concern.

2)

You can use the external Open Talk Hotline to submit your report by email or call. The ARYZTA Open Talk Hotline is managed by NAVEX which is an independent service and is not part of the ARYZTA Group. The Open Talk ARYZTA Hotline can be contacted at aryzta.ethicspoint.com or via local, toll-free phone numbers that connect reporters to a multilingual reporting service. Countries listed below have a localized reporting channel via the Open Talk Hotline which is managed by NAVEX. Workers in those countries will be given the option to instruct the Open Talk Hotline specialist to: (i) (ii)

report to the Responsible Person in the local business; or report to the Responsible Person at Group ARYZTA AG level.

Reports from workers in the other countries will be forwarded to the Responsible Person at Group ARYZTA AG level.

ARYZTA Open Talk Hotline Numbers Australia 1800 586 773 Bulgaria 0800 46 042 Denmark 80 83 02 14 France 0 805 08 05 97 Germany 0800 1810489 Hungary 80 088 170 Ireland 1800 903 317 Japan 0800-222-1167 Malaysia 1-800-81-7790 Netherlands 0800 0232665

ARYZTA AG Global Whistleblowing Policy

New Zealand 0800 623 379 Poland 0 0 800 141 0026 Romania 0800 360 156 Singapore 800 492 2341 Spain 900 998 482 Sweden 020 10 93 36 Switzerland 0800 836 702 Taiwan 00801 49 1210 United Kingdom 0800 086 8783

6

Reporting procedure

The Hotline is available 24 hours, seven days a week every day of the year, by trained specialists from an independent third-party provider of corporate compliance services who will answer your call, document your report and forward it to the appropriate responsible person within the local Company or Group as appropriate for further investigation.

When you contact the Hotline, you may choose to remain anonymous. All reports will be treated equally whether they are submitted anonymously or not. All concerns about legal or ethical issues concerning the ARYZTA Group will be treated seriously and discreetly. They will be investigated and, where needed, corrective action will be taken.

Feedback When a worker raises a concern via email or the Hotline, receipt of the concern will be acknowledged within at least 7 days and feedback will be given not more than 3 months from the date of acknowledgement of receipt of the concern and at further intervals. Feedback is information on the action envisaged or taken as follow-up and on the reasons for such follow-up. No information will be provided that could prejudice the outcome of an investigation or any subsequent process or which could undermine the rights of due process and fair procedure against whom the allegations have been made.

Disclosures Externally Reports that relate to facts in member states of the European Union or that are also uncovered by whistleblowers within the European Union can also be submitted to external reporting bodies. An overview of the relevant competent authorities can be found on the ARYZTA website.

ARYZTA AG Global Whistleblowing Policy

7

No retaliation/Confidentiality

4.

NO RETALIATION We aim to encourage openness and will support individuals who raise their reasonable concerns about legal or ethical issues even if they are subsequently proven to be mistaken.

Any form of retaliation or discrimination against a person who has raised a concern will not be tolerated and will be treated as a serious disciplinary matter. This also applies to any attempt at retaliation. If you see any retaliation or discrimination taking place, please report it immediately.

Only those who intentionally or knowingly reported false or misleading information are not protected from retaliation.

5.

CONFIDENTIALITY We will treat all disclosures of suspected wrongdoing in a confidential and sensitive manner and maintain the worker’s privacy unless they have explicitly consented to disclosure of your identity. If the reporter has explicitly consented to disclosure of your identity, this means that their identity will be shared only with those who have a need to know in order to effectively conduct any investigation and follow up action (including, if necessary, disciplinary action) on your concern, or where there is a legal requirement to share your identity.

We encourage workers to come forward when making reports as this will greatly assist in narrowing the investigation. If an worker chooses to make an anonymous report, the Group will respect the workers’ decision.

Exceptions to confidentiality are limited, e.g. if disclosure to an authority or court is required by law or ordered by an authority. Other disclosures will be made either on an abstract basis or with the prior consent of the reporter, if this is required by law.

ARYZTA AG Global Whistleblowing Policy

8

Version control – for internal use Version Number

Modified by

Modifications made

Date approved

Approved by

Version 1

General Counsel

–

13-Dec-23

NomCo

ARYZTA AG

Ifangstrasse 9 8952 Schlieren Switzerland Tel: +41 (0) 44 583 42 00 Fax: +41 (0) 44 583 42 49 info@aryzta.com www.aryzta.com

DECEMBER 2023

WHISTLEBLOWER REPORTS HANDLING PROTOCOL

CONTENTS

1.

INTRODUCTION

4

2.

RESPONSIBILITIES

4

3.

ARYZTA’S REPORTING CHANNELS

5

4.

PROCEDURE OF PROCESSING THE REPORTS

6

ANNEX 1: LIST OF COUNTRIES

11

3

Introduction/Responsibilities

1.

INTRODUCTION The ARYZTA AG Board has approved the ARYZTA AG Global Whistleblowing Policy at Group level which sets out ARYZTA’s approach to encourage Workers and any Third Parties directly or indirectly affected by ARYZTA’s business, to submit a report and provide them clear and easily accessible information on ARYZTA’s whistleblowing system. In addition, this Whistleblower Reports Handling Protocol sets out the steps to be taken when dealing with whistleblower reports. Reports, in this context, mean messages from Workers as defined in the Whistleblowing Policy and the violations listed therein to report any legal or ethical concerns within ARYZTA Group.

This Protocol should be read in conjunction with the Group Whistleblowing Policy.

2.

RESPONSIBILITIES The Group Report Steering Committee has overall operational responsibility for the Whistleblowing Policy and to adhere to the steps set out in this Protocol. The members of the Group Report Steering Committee are responsible for receiving and processing incoming reports by (internal and external) whistleblowers and for conducting all follow-up measures, including internal investigations.

The Audit Committee (a sub-committee of the ARYZTA AG Board) is responsible for overseeing management’s implementation of the Whistleblowing Policy and this Protocol.

ARYZTA AG Whistleblower Reports Handling Protocol

4

ARYZTA’s Reporting Channels

3.

ARYZTA’S REPORTING CHANNELS Workers of the ARYZTA Group (which includes subsidiaries) can use several ways to submit a Report. If a Report has been submitted via one of the following reporting channels, the procedure as described herein must be observed: 1)

Submitting a report directly to the Group General Counsel in writing, or by email, call or in person. If requested, the Group General Counsel will agree to meet the individual in person or via video or telephone call to take their concern. In this case, the Group General Counsel is the “Initial Point of Contact”;

2)

Using the external Open Talk Hotline to submit a report by call or electronic message.

The ARYZTA Open Talk Hotline is managed by NAVEX which is an independent service and is not part of the ARYZTA Group. The Open Talk ARYZTA Hotline can be contacted at aryzta.ethicspoint.com or via local, toll-free phone numbers that connect reporters to a multilingual reporting service. Certain Countries in the European Union as listed in Annex 1 have the choice to report to a localized reporting channel or the centralized reporting channel both of which are operated via the Open Talk Hotline and managed

by NAVEX. They will be given the option to: a. b.

forward the report to the Responsible Person in the local business; or forward the report to the Responsible Person at the centralised Group ARYZTA AG level.

Reports from Workers in the other countries that are submitted via the NAVEX Open Talk Hotline will be forwarded to the Responsible Person at centralized Group ARYZTA AG level.

Reports from Third Parties that are not workers of ARYZTA will always be forwarded to the Responsible Person at Group ARYZTA AG level.

In this case, the Responsible Person who receives the email or the telephone call log from NAVEX is deemed the “Initial Point of Contact”.

At this stage of the process, the Responsible Person is responsible for compliance with the procedure described herein and the respective legally prescribed procedure, in particular the duty of confidentiality to protect the identities. The Responsible Person is the person authorized to receive the reports logged via the NAVEX system at a local level or central Group level as appropriate.

ARYZTA AG Whistleblower Reports Handling Protocol

5

Procedure of Processing the Reports

4.

PROCEDURE OF PROCESSING THE REPORTS Step one: Receiving and recording incoming reports The Initial Point of Contact is responsible for taking the following steps immediately: 1.

Each whistleblower report, whether oral or written, should be noted and assigned a unique reference number for tracking and control purposes.

2.

The following information should be noted in writing (“Report Log”): a) Report number; b) Date of submitting the report; c) Basic report information such as: Summary of the allegation, Source of report (i.e., internal, such as an employee, vs. external, such as a customer or supplier), Suspected party, group or business unit; countries to which the report and the allegations refer; whether the violation is ongoing or has already ended; d) Date that it is handed to the Group Report Steering Committee – specifying whether it is the Local Report Steering Committee or the Group Report Steering Committee.

The Initial Point of Contact must acknowledge the receipt of the whistleblowing report to the whistleblower within at least 7 days.

Step two: Steering and Assessing Within 2 days from receipt of the report at the latest, the Initial Point of Contact hands the Report Log to the corresponding Report Steering Committee. This Committee is responsible for Steering each Report. Depending on the country from which the report war made and the whistleblower’s decision, the Reports Steering Committee can be: (i) (ii)

Group Report Steering Committee; or Local Report Steering Committee.

Members of this “Group Report Steering Committee” are: a) b)

Group General Counsel; and Group Compliance Officer;

and, depending on the nature of the report and whether a potential conflict of interest arises with one or more of the functions named above (as determined by the General Counsel and Group Compliance Officer), either of the following: c) d)

Group Human Resources Officer; or Group Head Procurement Officer

ARYZTA AG Whistleblower Reports Handling Protocol

6

Procedure of Processing the Reports

In cases of a conflict of interests, the Group Human Resources Officer and the Group Head Procurement Officer (in this order) will replace the conflicted member(s).

For Reports that are submitted to a local business reporting channel, members of this “Local Report Steering Committee” are: a) b) c)

Managing Director of the local business; Financial Director of the local business; Head of HR for the local business.

The Local Report Steering Committee must keep the Group Report Committee informed on a need-to-know basis about the incoming reports, the conducted investigation and all other follow-up measures. The Local Report Steering Committee must only inform the Group Report Steering Committee about the identity of the person that has submitted the Report if allowed by local law.

The primary purpose of the Global Report Steering Committee is to examine each whistleblower report and determine whether it has: –

Merit: i.e., it is credible, valid and not frivolous or unsubstantiated or totally insignificant.

Any report that has merit and that is not clear in itself without further fact finding must be referred for investigation.

–

Relevance to accounting, internal accounting controls or auditing matters, in which case it will be referred to the Audit Committee for further analysis and investigation;

–

Conflict of Interest – if there exists any conflict of interest on the Local or Group Report Steering Committee which needs to be addressed and/or raised to the Group Report Steering Committee in the extended composition.

In order to make this assessment, every report should be classified. The primary objective in classifying reports is to determine the team or advisors that will be required during the investigation phase. Reports will be classified based on two broad sets of factors: –

Sensitivity: those factors that, if disclosed, may cause significant harm to the company.

They might include the alleged involvement of senior officers or directors, potential violations of criminal laws and asserted breaches of fiduciary duties, among others.

–

Materiality: those factors that have the potential to significantly impact financial statements, regulatory filings, restrictive covenants or incentive compensation, etc.

Note: The analysis of sensitivity and materiality should take thoughtful consideration of both qualitative (i.e., potential adverse impact) and quantitative (e.g., financial amount) matters.

At this early stage, any interaction with company personnel should be confidential, restricted and without disclosing the identities involved. Only open source investigation without witness interrogations or evidence taking which included personal data is allowed at this stage.

ARYZTA AG Whistleblower Reports Handling Protocol

7

Procedure of Processing the Reports

Step three: Appointing and mandating the investigation team Based on the assessment of materiality and sensitivity during the analysis phase, different groups can be assigned to the investigation.

The Group General Counsel and Group Compliance Officer will issue a recommendation to the Audit Committee setting out the individuals that should be involved in the investigation phase of a whistleblower report. This would usually be as follows depending on the nature of the report involved and considering any potential conflicts of interest:

NS/NM

NS/M

S/NM

S/M

Group General Counsel

Yes

Yes

Yes

Yes

Group Compliance Officer

Yes

Yes

Yes

Yes

Human Ressources

Yes

TBD

TBD

Investor and Public Relations

Yes

TBD

TBD

Internal Audit

Yes

TBD

TBD

Group Head of Procurement

Yes

TBD

TBD

Information Technology

Yes

TBD

TBD

External Auditors

TBD

TBD

TBD

NS=Not Sensitive; NM=Not Material; M=Material; S=Sensitive Yes: Recommended involvement TBD: Involvement depending on audit committee recommendation Depending on the situation, the Report Steering Committee may recommend to the Audit Committee that external advisors such as forensic accountants, specialty external legal counsel (e.g., regulatory, employment, insurance), insurance experts, credit specialists, should be engaged to assist with an investigation.

ARYZTA AG Whistleblower Reports Handling Protocol

8

Procedure of Processing the Reports

Step four: Conducting the investigation The investigation should consist of all necessary procedures and actions to provide for the discovery, location and procurement of sufficient facts to reach accurate conclusions.

–

Throughout this phase, the investigation team will need to determine who should receive sensitive information as it becomes available. The whistleblower will want to know what happened to the report. The individuals implicated will need information to defend themselves.

–

In any investigation of a material whistleblower report related to financial reporting, the external advisors will need to be involved and require information; however, they cannot be part of the actual investigation team for reasons of independence.

–

If an investigation is sensitive in nature and there is a potential for “leaks,” it may be necessary to involve the internal public relations team or an outside agency so that an appropriate communications plan can be implemented.

–

Group General Counsel should direct the company as to who needs to receive what information, and when it should be released. No worker email IT searches in relation to any whistleblowing investigation can be conducted by the Company unless first approved by the Group General Counsel in accordance with the Group Data Protection Officer and the Group General Counsel must inform the Chair of the Audit Committee before giving such approval.

The Report Steering Committee which has been mandated for conducting the investigation must ensure that local laws are adhered to, e.g. European and local data protection regulations or rules for involvement of local worker’s councils. If necessary, local legal advice should be obtained in writing and should be shared with the Reports Steering Committee and (on request) to the Audit Committee.

ARYZTA AG Whistleblower Reports Handling Protocol

9

Procedure of Processing the Reports

Step five: Investigation Report and clearance letter

After completion the investigation, the results must be recorded in an investigation report and submitted to the Group General Counsel.

The Investigation Report includes details of the report, including, but not limited to: – – – – – – – –

Type of violation (i.e., legal, accounting, ethical, employment) Description of Report Identification of parties/departments involved Internal reporting hierarchy (e.g., managers, supervisors) Identification of others who might have knowledge about the Report Whistleblower authorization for disclosure (i.e., waiver of anonymity) Report status (which will change as the Report moves through the handling process, e.g., Pending Action, No Action, Under Investigation, Withdrawn, Resolved, Dismissed) Comment sections for status updates as the Report moves through the process

Once the report has been finalized and submitted to the General Counsel, the investigation is closed.

If the internal investigation does not confirm the suspicion of a compliance violation, Workers who were suspected or affected by the report will receive a clearance letter, provided that they have been heard during the investigation or have otherwise become aware that an investigation had been made against them. This letter will state that a compliance violation of the Worker could not be proven and that the internal investigation against him/ her has been closed.

Step six: Corrective actions A Corrective Action Plan is a set of anticipated procedures to be performed and actions to be followed to address and resolve the whistleblower report. This includes changes of processes, implementing guidelines or regulations, providing (additional) training and sanctioning persons if necessary. The Corrective Action Plan must be compiled by the Group Reports Steering Committee and recommended to the Audit Committee.

The Corrective Action Plan should be formally approved and adopted by the Audit Committee. Before finalizing it, the Audit Committee will normally consult with management and where appropriate external advisors to adequately consider company resource requirements and costs, as well as to address practical limitations.

The Audit Committee should monitor the implementation of the Corrective Action Plan until the matter is closed. Any material changes to the plan should be reviewed and approved by the Audit Committee. In some cases, the Corrective Action Plan will call for steps to be taken before an investigation is complete.

ARYZTA AG Whistleblower Reports Handling Protocol

10

Annex 1: List of countries

ANNEX 1: LIST OF COUNTRIES Workers in the following EU countries must be offered the choice of reporting to a local reporting channel (in addition to a group channel) in accordance with national whistleblowing law: • • •

Hungary Poland Romania

ARYZTA AG Whistleblower Reports Handling Protocol

11

Version control – for internal use Version Number

Modified by

Modifications made

Date approved

Approved by

Version 1

General Counsel

–

13-Dec-23

NomCo

ARYZTA AG

Ifangstrasse 9 8952 Schlieren Switzerland Tel: +41 (0) 44 583 42 00 Fax: +41 (0) 44 583 42 49 info@aryzta.com www.aryzta.com

ARYZTA Group Whistleblowing Policy October 2025

At ARYZTA, we encourage a culture where everyone feels safe and supported in reporting concerns, about unethical, illegal, or inappropriate conduct without fear of retaliation.

Preventing and detecting non-compliant conduct is everyone’s responsibility, and we recognize that speaking up can be difficult. The Group Whistleblowing Policy exists to reassure individuals that they can report concerns safely, that their disclosures will be taken seriously, and that the organization will act responsibly in response to all reports made in good faith under the Policy.

Misconduct of a legal or unethical nature includes, but is not limited to: • • • • • • • • •

Abuse of Power and/or Bullying Bribery and Corruption Competition Law/Antitrust and Fair Dealing Confidential Information, Privacy Policy (data protection, trade secrets, intellectual property) Conflict of Interest, Families and Relatives, Gifts Discrimination and Violence Economic Sanctions Environmental Impact Fraud (misappropriation or misconduct on accounting/financial statement)

• Harassment, excluding sexual harassment • Human Rights (child labour, forced labour, modern slavery) • Labour Practices • Retaliation • Safety and Health • Sexual Harassment • Third Party Compliance • Unfair treatment • Violation of law/regulation/internal policies

NOTE THAT: Concerns which are inter-personal grievances are excluded unless the behaviour is such that it impacts the health and safety of others within the workplace.

Matters that are purely personal grievances, and do not constitute misconduct as listed above should be raised directly with a local Human Resources’ (“HR”) representative. If matters involve HR colleagues, concerns should be raised to the Chief Human Resources Officer (“CHRO”): Monica.Cetti@aryzta.com.

ARYZTA’s Whistleblowing Policy applies to: All employees, officers, directors.

Subsidiaries, affiliates, and joint ventures where ARYZTA has management control.

Temporary staff, contractors, and consultants

Third parties, such as suppliers, distributors, and agents, where their actions may impact ARYZTA' s compliance compliance with its policies and procedures, applicable laws or regulations.

acting on behalf of ARYZTA.

Report actual or suspected violations of ARYZTA’s policies and procedures or relevant laws.

At ARYZTA, we must always «DO THE RIGHT THING».

Whistleblowing Policy REPORTING CONCERNS Open Talk Hotline: Use the external aryzta.ethicspoint.com to submit a concern or use the NAVEX web platform (using

Via local, toll-free phone numbers that provide a multilingual reporting service. The countries listed below have a local reporting channel also managed by NAVEX. Individuals in those countries will be given the option to instruct the Open Talk Hotline specialist to: (i) report to the Responsible Person in the local business; or

the forms for written reports, in case you whish to remain anonymous).

Concerns raised via web form or through the Hotline, will receive an acknowledgment of receipt of the concern within five (5) working days.

Reports should include details about who did what and when, and, if possible, include documents or evidence that can support the report. You may be requested to provide additional information and appoint witnesses to the case.

Feedback on the concern will be shared within two (2) months from the date of acknowledgment. For more complex cases, this period may be extended to up to four (4) months; in such instances, the reporter will be duly informed.

Feedback will include information on the actions planned or taken in response to the concern, along with the reasons for those actions.

The Hotline is available 24/7, every day of the year, by trained specialists from NAVEX, who will answer the calls, document reports and forward it to the appropriate responsible person (the “Responsible Person ”) for further investigation.

(ii) report to the Responsible Person at ARYZTA Group level at:                     

Australia Belgium Bulgaria Denmark France Germany Hungary Ireland Japan Malaysia Netherlands New Zealand Poland Portugal Romania Singapore Spain Sweden Switzerland Taiwan United Kingdom

1800 586 773 0800 27 174 0800 46 042 80 83 02 14 0 805 08 05 97 0800 1810489 80 088 170 1800 903 317 0800-222-1167 1-800-81-7790 0800 0232665 0800 623 379 0 0 800 141 0026 800835175 0800 360 156 800 492 2341 900 998 482 020 10 93 36 0800 836 702 00801 49 1210 0800 086 8783

Hungary, Poland and Romania also have local channels, in line with their local applicable law requirements.

You can also report to: Compliance Team at:

General Counsel and Company Secretary at:

compliance@aryzta.com

Rhona.Shakespeare@aryzta.com

NO-RETALIATION Employees who report potential misconduct in good faith, or who provide information or otherwise assist in any inquiry or investigation of potential misconduct, will be protected against retaliation.

We aim to encourage openness and will support individuals who raise their reasonable concerns about legal or ethical issues even if they are subsequently proven to be mistaken.

Any form of retaliation or discrimination against a person who has raised a concern will not be tolerated and will be treated as a serious disciplinary matter. This also applies to any attempt at retaliation. If you see any retaliation or discrimination taking place, please report it immediately. Only those who intentionally or knowingly reported false or misleading information are not protected from retaliation.

August 2025

ARYZTA GROUP COMPETITION (ANTI-TRUST) LAW POLICY

INTRODUCTION At ARYZTA, we are committed to conducting our business ethically and in full compliance with competition (antitrust) laws in all jurisdictions where we operate.

These laws promote fair competition for the benefit of consumers, prohibit anti-competitive practices, and impose serious consequences for violations.

Violating those, compromises ARYZTA’s mission and values, reputational damage and loss of business, posing significant legal and financial risks to both ARYZTA and the individual(s) involved. Such violations of competition (antitrust) laws can result in fines of up to 10% of a company’s global turnover (e.g., under the Swiss Federal Act on Cartels and Other Restraints of Competition (Cartel Act) or EU law). Individuals may also face civil and criminal proceedings, including potential imprisonment and disqualification from holding directorship positions.

We expect every individual acting on behalf of ARYZTA to read, understand, and comply with this Policy. Preventing and detecting violations of those laws is everyone’s responsibility.

Additionally, we refer all individuals to the Fair Competition provisions outlined in our Employee Code of Conduct (2025_05_26_Global_Employee_Code_of_Conduct_ENG. pdf) and to paragraphs 2.2 & 2.6 of our Supplier Code of Conduct (2024-02-22_Supplier Code of Conduct.pdf).

ARYZTA GROUP Competition (Anti-Trust) Law Policy

2

PURPOSE 1.

The purpose of this Policy is to ensure adherence and compliance with all applicable competition laws in Switzerland, the EU (European Union), and ROW (Rest of the World), and to promote fair and ethical business practices across all markets.

This Policy applies globally to all operations, and business and activities of ARYZTA. In cases where local laws are stricter than this Policy, those local laws will take precedence and must be followed.

This Policy applies to: a.

All employees, officers, directors.

b.

Temporary staff, contractors, and consultants acting on behalf of ARYZTA.

c.

Subsidiaries, affiliates, and joint ventures where ARYZTA has management control.

d.

Third parties, such as suppliers, distributors, and agents, where their actions may impact ARYZTA’s compliance with competition (antitrust) laws.

KEY PRINCIPLES a.

b

No price fixing or coordination of pricing with competitors (e.g. agreeing with competitors to fix, increase, stabilize, or control prices or other terms of sale).

No market sharing or allocation of customers, territories, or product lines (e.g. agreeing with competitors to divide or allocate geographic areas, customer groups, or certain markets).

c.

No bid rigging or collusive tendering (e.g. coordinating with competitors on bidding processes or outcomes).

d.

No abuse of dominant position, including unfair pricing or exclusionary practices (e.g. engaging in conduct that unfairly exploits a dominant market position, such as predatory pricing or tying arrangements).

e

No group boycotts (e.g. agreeing with competitor to refuse to deal with a particular customer or supplier - coordinated refusal to supply or purchase).

f.

No resale price maintenance or restrictions on downstream pricing, unless it can be proved that it is legally permitted.

g.

No exchange of commercially sensitive information (e.g. sharing non-public pricing, strategy, costs, margins, business plans, customer data).

h.

Non-poaching, no-hire or no-solicitation agreements (e.g. are arrangements between employers not to recruit, solicit, or hire each other’s employees).

ARYZTA GROUP Competition (Anti-Trust) Law Policy

3

GOLDEN RULES 2.

What you should do (DO’S): a.

Act transparently and in the best interests of ARYZTA at all times.

b.

Familiarize yourself with competition (antitrust) laws relevant to your role and jurisdiction.

Contact your local legal counsel, human resources or the Group Legal and Compliance department in case of doubts.

c.

Make business decisions independently. Decisions must be made solely in ARYZTA’s best interest, without influence from external parties.

d.

Be cautious when attending industry/trade associations’ meetings and/or events.

Ensure that meetings have an agenda, minutes are taken, and, most importantly, avoid discussing pricing, markets, or strategy with competitors. Leave the meeting if they insist and inform the Group Legal & Compliance function immediately.

e.

3.

Do refer to the Group Legal & Compliance function regarding inquiries or proposals related to non-solicitation or hiring restrictions discussions with competitors.

What you should not do (DON’TS) a.

Do not agree to refuse to deal with a particular customer with distributors, suppliers, contractors, joint venture or business partners.

b.

Do not coordinate with competitors to manipulate tender or bidding processes.

c.

Do not agree - formally or informally - to fix, raise, lower, or stabilize prices with competitors.

d.

e.

Never assume informality means legality. Even casual conversations (e.g. at industry related events) can breach competition law if they involve anti-competitive topics. If they insist leave the event and report the incident to the Legal & Compliance function.

Ensure that you do not share with competitors commercially sensitive information such as pricing, costs, customer lists, business strategies.

f.

Make sure not to discuss pricing, market , or strategy with competitors.

g.

Do not engage in or facilitate any discussions with competitors regarding hiring restrictions or employment terms.

ARYZTA GROUP Competition (Anti-Trust) Law Policy

4

CONTINUOUS IMPROVEMENT 4.

The following areas present heightened risk of competition (antitrust) law violations in the B2B bakery industry: Procurement: coordination with suppliers on pricing or exclusivity. Coordination with suppliers on pricing, supply terms, or exclusivity agreements may lead to unlawful restrictions of fair competition.

a.

b.

Sales & Distribution: practices such as territorial restrictions, bundling of products, or selective distribution may raise compliance concerns if they limit market access or distort fair competition.

c.

Customs & Trade: cross-border pricing arrangements and import/export restrictions can potentially infringe competition laws and trade regulations.

d.

Third-Party Agents: risk of indirect collusion or anti-competitive conduct. Distributors, brokers, or consultants may engage in - or facilitate - indirect collusion or anti-competitive behavior, especially if not properly monitored.

Joint Ventures: sharing sensitive market data or strategic plans. Collaborations involving the sharing of sensitive market information, pricing strategies, or future business plans can breach competition laws if not carefully structured and reviewed.

e.

NON-POACHING, NO-HIRE OR NO-SOLICITATION AGREEMENTS 5.

While such agreements may appear to reduce recruitment costs or preserve business relationships, they can raise serious concerns under competition (antitrust) laws as such conduct may be considered a form of collusion or market allocation and could lead to significant legal liability for both the company and individuals involved.

6. ARYZTA strictly prohibits entering into, or attempting to enter into, any formal or informal agreement with a competitor that restricts or limits:

a. The hiring or solicitation of each other’s employees. b.

The sharing of information regarding salaries, benefits, or other terms of employment for the purpose of aligning or standardizing employment practices.

c.

Any mutual understanding, whether written, verbal, or implied, not to pursue each other’s personnel.

ARYZTA GROUP Competition (Anti-Trust) Law Policy

5

7.

Non-poaching provisions may be acceptable when: a.

Included as part of a legitimate business transaction (e.g., mergers, acquisitions, or joint ventures).

b.

Narrowly tailored in duration, scope, and geography to protect the legitimate interests of the parties involved.

c.

Reviewed and approved in advance by the Legal & Compliance function.

CONCERTED PRACTICES 8.

“Concerted practices” refer to forms of coordination between companies that, without having reached the stage of a formal agreement, knowingly substitute practical cooperation for the risks of competition. These may include informal understandings, mutual expectations, or coordinated conduct that restricts or distorts competition, even in the absence of a written or verbal agreement.

9.

Such practices are prohibited under competition laws in Switzerland, the EU, and many ROW jurisdictions, and may include (but are not limited to): a.

Sharing commercially sensitive information.

b.

Aligning prices, output, or market strategies.

c.

Coordinating responses to market developments.

ARYZTA strictly prohibits all forms of concerted practices, including any informal coordination or cooperation between competitors that may restrict or distort competition.

COMPLIANCE MEASURES 10.

To ensure adherence to competition (antitrust) laws, ARYZTA has implemented the following compliance measures: a.

Monitoring and audits: regular internal audits and ongoing monitoring of high-risk areas to identify, assess, and address potential competition law risks.

b.

Whistleblower protection and reporting channel: mechanisms for reporting suspected violations or concerns, with strict safeguards in place to protect against retaliation.

ARYZTA GROUP Competition (Anti-Trust) Law Policy

6

AWARENESS AND TRAINING 11.

ARYZTA will provide periodic training and resources to ensure awareness and understanding of competition (antitrust) law obligations. Employees in high-risk functions (e.g., sales, procurement, executive leadership) may receive additional, tailored training.

COMPLIANCE AND REPORTING 12.

All covered parties have a duty to report actual or suspected violations of this Policy or competition (antitrust) laws. Reports can be made to:

a.

General Counsel and Corporate Secretary: Rhona.Shakespeare@aryzta.com b.

Anonymous Hotline: aryzta.ethicspoint.com

In particular, individuals who report potential misconduct in good faith, or who provided information on illegal practices or otherwise assist in any inquiry or investigation of potential breach of this Policy, will be protected against retaliation.

13.

ARYZTA provides reporting channel for suspected violations and strictly prohibits any form of retaliation against individuals who, in good faith, report concerns or participate in investigations.

CONSEQUENCES OF NON-COMPLIANCE 14.

Violations of this Policy may result in disciplinary measures, including the termination of employment or commercial relationships, and may expose the individuals or entities involved to civil or criminal penalties under applicable laws.

RELATED DOCUMENTS a. Global Employee Code of Conduct

b. Supplier Code of Conduct c.

Global Whistleblowing Policy

d.

Open Talk ARYZTA – Whistleblowing Complaint Handling Protocol

GOVERNANCE, REVIEW AND UPDATES 15.

The Legal & Compliance function is the owner of this Policy, under the oversight of the Board Governance, Nominations and Sustainability Committee.

This Policy will be reviewed annually or in response to significant regulatory changes, to ensure relevant updates and ARYZTA’s continued compliance with competition (antitrust) laws.

ARYZTA GROUP Competition (Anti-Trust) Law Policy

7

Version control – for internal use Version Number

Modified by

Modifications made

Date approved

Approved by

Version 1

General Counsel

–

18-Aug-25

endorsed

by NomCo

ARYZTA AG

Ifangstrasse 9 8952 Schlieren Switzerland Tel: +41 (0) 44 583 42 00 Fax: +41 (0) 44 583 42 49 info@aryzta.com www.aryzta.com

ARYZTA Group Competition (Antitrust) Law ARYZTA adheres and complies with all applicable competition laws in Switzerland, the EU (European Union), and APAC (Asia-Pacific), promoting fair and ethical business practices across all markets.

KEY PRINCIPLES (DONT'S) No price fixing or coordination of pricing with competitors (e.g. agreeing with competitors to fix, increase, stabilize, or control prices or other terms of sale).

No market sharing or allocation of customers, territories, or product lines (e.g. agreeing with competitors to divide or allocate geographic areas, customer groups, or certain markets).

No bid rigging or collusive tendering (e.g. coordinating with competitors on bidding processes or outcomes).

No abuse of dominant position, including unfair pricing or exclusionary practices (e.g. engaging in conduct that unfairly exploits a dominant market position, such as predatory pricing or tying arrangements).

No group boycotts (e.g. agreeing with competitor to refuse to deal with a particular customer or supplier coordinated refusal to supply or purchase).

No resale price maintenance or restrictions on downstream pricing, unless it can be proved that it is legally permitted.

No exchange of commercially sensitive information (e.g. sharing non-public pricing, strategy, costs, margins, business plans, customer data).

Non-poaching, no-hire or no-solicitation agreements (e.g. are arrangements between employers not to recruit, solicit, or hire each other's employees).

WHAT YOU SHOULD DO (DO'S) Act transparently and in the best interests of ARYZTA at all times.

Familiarize yourself with competition (antitrust) laws relevant to your role and jurisdiction. Contact your local legal counsel or the Legal and Compliance Department in case of doubts.

Make business decisions independently. Decisions must be made solely in ARYZTA's best interest, without influence from external parties.

Be cautious when attending industry/trade associations' meetings and/or events. Ensure that meetings have an agenda, minutes are taken, and, most importantly, avoid discussing pricing, markets, or strategy with competitors. Leave the meeting if they insist and inform the Legal & Compliance function immediately.

Do refer to the Legal & Compliance function regarding inquiries or proposals related to non-solicitation or hiring restrictions discussions with competitors.

Competition (Antitrust) Law RISK AREAS IN B2B BAKERY SECTOR Procurement: coordination with suppliers on pricing or exclusivity. Coordination with suppliers on pricing, supply terms, or exclusivity agreements may lead to unlawful restrictions of fair competition.

Customs & Trade:

Sales & Distribution: practices such as territorial restrictions, bundling of products, or selective distribution may raise compliance concerns if they limit market access or distort fair competition.

cross-border pricing arrangements and import/export restrictions can potentially infringe competition laws and trade regulations.

Third-Party Agents: risk of indirect collusion or anti-competitive conduct. Distributors, brokers, or consultants

Joint Ventures: sharing sensitive market data or strategic plans.

may engage in - or facilitate - indirect collusion or anti-competitive behavior, especially if not properly monitored.

Collaborations involving the sharing of sensitive market information, pricing strategies, or future business plans can breach competition laws if not carefully structured and reviewed.

ARYZTA's Competition (Antitrust) Law Policy applies to: All employees, officers, directors.

Temporary staff, contractors, and consultants acting on behalf of ARYZTA.

Subsidiaries, affiliates, and joint ventures where

Third parties, such as suppliers, distributors, and

ARYZTA has management control.

agents, where their actions may impact ARYZTA's compliance with competition (antitrust) laws.

WHAT YOU SHOULD DO: Report actual or suspected violations of ARYZTA's Competition (Antitrust) Law Policy or relevant laws. Reports can be made to:

General Counsel and Company Secretary:

Anonymous Hotline:

Rhona.Shakespeare@aryzta.com

aryzta.ethicspoint.com

JULY 2025

GROUP ANTI-BRIBERY AND CORRUPTION POLICY

INTRODUCTION At ARYZTA, we are committed to conducting our business with the highest standards of integrity, transparency, and accountability. Bribery and corruption undermine trust, economic development, distort markets and threaten the integrity of the global food supply chain. As a responsible member of the food industry, we support the UN Global Compact, recognize our duty to operate ethically and in full compliance with all applicable anti-bribery and anti-corruption laws.

Bribery is defined as an offer or receipt of any gift, loan, fee, reward or other advantage to or from any person as an inducement to do something which is dishonest, illegal or a breach of trust in the conduct of ARYZTA’s business.

This Policy is in line with ARYZTA’s commitment to integrity, fairness, respect, key for effective and sustainable business results. It outlines our zero-tolerance approach to bribery in all forms, whether involving public officials (corruption) or private parties (fraud or embezzlement), and whether direct or through third parties. It sets clear expectations for our Board members, directors, managers, employees, business partners and service providers, and reinforces our commitment to fair and lawful business practices.

Bribery and corruption are not only illegal; they contradict the values on which our company is built. They compromise food safety, damage reputations, posing significant legal and financial risks to ARYZTA. We expect every individual acting on behalf of ARYZTA to read, understand and comply with this Policy. Upholding these standards is essential to protecting our business, our suppliers, customers, and the communities we serve, as well as to make our business successful and sustainable over time.

Preventing and detecting such conduct is everyone’s responsibility.

ARYZTA AG Group Anti-Bribery and Corruption Policy

2

PURPOSE 1.

This Policy establishes the standards and procedures to prevent bribery, corruption, and related unethical conduct. It applies to all employees, directors, business partners, contractors, consultants, and any third party acting on behalf of ARYZTA.

SCOPE 2.

This Policy applies globally to all operations and business activities of our company. Local laws will be followed and prevail where they are stricter than this Policy.

CONFLICTS OF INTEREST 3.

All personnel must avoid situations where personal interests conflict - or appear to conflict - with the interests of ARYZTA.

Examples of Conflicts of Interest, include (non-exhaustive): a.

Holding financial interests in a competitor, supplier, or customer.

b.

Working, in any capacity, for a competitor, customer, or supplier while employed by ARYZTA.

c.

While working for ARYZTA, engage in outside employment or business activities that interfere with company duties and working hours.

d.

Family or close relationships with someone involved in business activities with the company.

What you should do (DO’S): a.

Be aware of and avoid actual, potential, or perceived conflicts of interest.

b.

Always disclose an actual or perceived conflict of interest to your manager, local HR manager or to the local or Group Head of Compliance.

c.

Refrain from participating in any decision-making when a conflict of interest is identified.

d.

Act transparently and in the best interests of ARYZTA at all times.

e.

Obtain prior written approval from ARYZTA’s General Counsel and Corporate Secretary before taking any external position in other private or public entities.

f.

Reach out to the the General Counsel and Corporate Secretary or the Head of Group Compliance in case of doubts.

ARYZTA AG Group Anti-Bribery and Corruption Policy

3

What you should not do (DON’TS): a.

Do not use your position within ARYZTA for your own benefit/personal interests.

b.

Do not engage in activities or get involved in situations where personal interests conflict - or appear to conflict - with ARYZTA’s best interests.

c.

Do not hire or engage any third party (e.g. supplier, contractor, consultant, public or private organisation) without ensuring they are free of conflicts of interest.

ANTI-BRIBERY (PUBLIC AND PRIVATE SECTORS) 4.

ARYZTA prohibits all forms of bribery and corruption, whether involving public officials or private sector individuals (e.g suppliers, contractors, distributors), including the individuals that represent ARYZTA (e.g. commercial representatives, business partners, consultants).

Prohibited Conduct: a.

Offering, promising, giving, or authorizing anything of value to influence a decision or gain an improper advantage.

b.

Receiving or soliciting a bribe in connection with company activities.

These rules apply regardless of whether the bribe is offered directly or through a third party.

Government Officials: Public officials often operate under stricter rules. Additional care and due diligence must be taken when dealing with government representatives or entities.

Nothing of value, directly or indirectly, should be given to a government official without the approval from the Legal and Compliance function.

For the purposes of this Policy, a public official means: (i) any officer or employee of a government, any department, agency, or representative of a government, or of a public international organization; (ii) any person acting in an official capacity for a government or public international organization, regardless of their position.

Facilitation payments: Facilitation payments are unofficial payments or fees typically requested by government officials to expedite or facilitate the performance of routine government actions. In many jurisdictions, such payments are considered a form of bribe and are illegal. ARYZTA strictly prohibits facilitation payments.

ARYZTA AG Group Anti-Bribery and Corruption Policy

4

Procurement: Individuals involved in procurement decisions must also ensure that there are no actual, potential or perceived conflicts of interest that could compromise the integrity of the procurement process.

Any financial transaction related to the procurement of goods or services must be justified, documented and traceable.

What you should do (DO’S): a.

Clearly communicate to any third parties that ARYZTA has a zero tolerance approach to bribery and corruption.

b.

Ensure that you will not directly or indirectly offer, pay or accept a payment, gift or favour to improperly influence a business decision.

c.

Immediately notify the ARYZTA’s General Counsel and Corporate Secretary or the Head of Group Compliance if you become aware of any suggested or actual payment or other activity which has the potential to constitute a breach of this Policy.

d.

Always reach out to the ARYZTA’s General Counsel and Corporate Secretary or the Head of Group Compliance in case of doubts.

What you should not do (DON’TS): a.

Do not offer or provide bribes or other improper advantages, including facilitation payments, to any public official or other third party.

b.

Do not request or receive bribes or other improper advantages from any third party.

c.

Do not hire or engage any organisation without ensuring they are free of conflicts of interest.

d.

Do not attend alone meetings as an ARYZTA representative with public officials without first getting the written approval from the General Counsel and Corporate Secretary.

ARYZTA AG Group Anti-Bribery and Corruption Policy

5

GIFTS AND HOSPITALITY 5.

Accepting or offering gifts or other advantages can help to foster goodwill. However, a gift could, in certain situations, be perceived as a way to exert influence on ARYZTA or be considered a bribe.

Gifts and hospitality may only be offered or accepted where they are: a.

Reasonable and proportionate.

b.

Infrequent and of nominal value.

c.

Not intended to influence a business decision.

Prohibited: a.

Cash or cash equivalents (e.g. gift cards).

b.

Luxurious or high-value items (e.g. designer articles, jewelry, watches).

c.

Lavish or frequent entertainment (e.g. all-expenses-paid trips, premium event tickets).

d.

Gifts or hospitality during sensitive business decisions (e.g. gifts offered in the context of a current or future procurement process).

ARYZTA’s funds: ARYZTA’s funds or personal funds provided on behalf of ARYZTA shall not be used for any purpose that is: a.

Unlawful under local anti-bribery laws;

b.

Unlawful under any other applicable law;

c.

Unethical under ARYTA’s Code of Conduct and this Policy.

Anyone who becomes aware of any improper, or potentially improper, use of funds shall advise the Local Human Resources Business Partner, Internal Audit, local Legal contact or the Speak Up Hotline.

Approval and Disclosure: a.

All gifts and hospitality must be recorded by local HR and available for inspection upon request by the Head of Group Compliance.

ARYZTA AG Group Anti-Bribery and Corruption Policy

6

What you should do (DO’S): a.

Always apply the principles of this Policy in good faith to ensure that gifts and hospitality: (i) are never considered to be excessive, (ii) may provide improper advantage or create an actual or perceived conflict of interest.

b.

Observe the financial caps that ARYZTA may establish for gifts and hospitality in different locations.

c.

Immediately notify the General Counsel and Corporate Secretary or the Head of Group Compliance if you become aware of any event where the above behaviours have not been followed.

d.

Reach out to the General Counsel and Corporate Secretary or the Head of Group Compliance in case of doubt.

What you should not do (DON’TS): a.

Do not discuss, offer or receive any gifts or hospitality involving public officials or their family members whithour prior approval from the General Counsel and Corporate Secretary or the Head of Group Compliance.

b.

Do not offer or accept any gifts or hospitality which are intended or might be seen to influence business decisions or put yourself in a position to do something in return.

c.

Do not accept any gifts that are in cash or a cash equivalent, such as gift certificates, loans, shares or bonds.

d.

Do not offer or accept any hospitality involving overnight stays of foreign travel without prior written approval from your local manager which must be recorded by local HR General Counsel and Corporate Secretary or the Head of Group Compliance.

POLITICAL CONTRIBUTIONS AND CHARITABLE CONTRIBUTIONS 6.

No one is authorized to make political contributions or to engage in any solicitations for political contributions or sponsor political meetings of any kind, conferences or conventions on behalf of ARYZTA. Questions related to political contributions should be addressed to the General Counsel and Corporate Secretary or the Chief Financial Officer.

7.

Charitable contributions nust be aligned with ARYZTA’s ESG representatives to ensure approval is formally granted and are in line with ARYTA’s nission, purpose and values.

ARYZTA AG Group Anti-Bribery and Corruption Policy

7

ACCURATE RECORDS, REPORTING AND ACCOUNTING 8.

ARYZTA maintains accurate and transparent records to reflect all business transactions.

Requirements: a.

All financial transactions must be recorded promptly and accurately in accordance with generally accepted accounting principles and internal controls. Covert, unregistered or undeclared transactions are prohibited.

b.

All expenses related to gifts, entertainment, donations and sponsorships must be fully documented and justified.

c.

Falsifying records or creating “off-the-books” accounts is strictly prohibited and will lead to diciplinary measures and criminal charges.

What you should do (DO’S): a.

Record all transactions accurately. In case you work for the Finance function, ensure you comply with all applicable laws and internal regulations regarding financial statements AND that sales, profits, losses and liabilities are recorded in the correct time period, as applicable.

b.

Ensure that transactions in which you intervene are legitimate and based on valid documentation.

c.

Immediately notify your manager, local HR, the General Counsel and Corporate Secretary or the Head of Group Compliance if you become aware of any event where you may believe would constitute a potential fraud.

d.

Cooperate fully and honestly with internal and/or external auditors, tax authorities and other regulators.

e.

Always reach out to the Group Chief Financial Officer, Group Chief Human Resources Manager, General Counsel and Corporate Secretary or the Head of Group Compliance for advice on how to proceed.

What you should not do (DON’TS): a.

Do not do anything to artificially inflate or shift sales or profit between reporting periods.

b.

Do not falsify or alter company records, accounts and documents.

ARYZTA AG Group Anti-Bribery and Corruption Policy

8

PROTECTING PHYSICAL AND FINANCIAL ASSETS 9.

Employees are responsible for safeguarding the company’s physical and financial assets from loss, theft, misuse, or damage.

Responsibilities: a.

Use company resources only for legitimate business purposes.

b.

Report any damage, suspected misuse or theft of company assets to your manager, without delay.

c.

Prevent unauthorized access or use of company property.

What you should do (DO’S): a.

Be vigilant that all ARYZTA’s physical assets are not damaged, misused or wasted.

b.

If you work in the finance function, protect ARYZTA’s financial assets, such as cash, bank accounts and credit cards, being vigilant against misuse, loss, fraud or theft.

c.

If you are a manager, only authorise commitments, expenditure, borrowing or other financial tansactions in line with your role and authority.

d.

Cooperate fully and honestly with internal and/or external auditors, tax authorities and other regulators.

e.

Always reach out to the the Group Chief Financial Officer, Group Chief Human Resources Manager, General Counsel and Corporate Secretary or the Head of Group Compliance in case of doubt on how to better act.

What you should not do (DON’TS): a.

Do not remove ARYZTA’s physical assets or property from company premises without permission or use them for inappropriate purposes.

ARYZTA AG Group Anti-Bribery and Corruption Policy

9

ANTI-MONEY LAUNDERING (AML) AND ECONOMIC SANCTIONS 10.

ARYZTA is committed to complying with all applicable anti-money laundering laws and economic sanctions regulations.

AML Responsibilities: a.

Be alert to suspicious financial transactions or customer behaviours.

b.

Follow due diligence procedures for onboarding customers, suppliers, and partners.

c.

Report suspicious activity to the General Counsel and Corporate Secretary or the Head of Group Compliance.

Sanctions Compliance: a.

Do not engage with individuals, entities, or countries subject to trade sanctions or embargoes.

b.

Screen third parties against applicable sanctions lists before entering into any business relationship.

c.

Contact the Group Chief Financial Officer, Group Chief Human Resources Manager, if you need support or clarifications related to the sreening of third parties process.

What you should do (DO’S): a.

Notify your manager, the Chief Financial Officer or the General Counsel and Corporate Secretary if you have any suspicions on actual or potential money laundering activity or on transactions with sanctioned countries or sanctioned third parties.

b.

Always seek approval from your manager of from the General Counsel and Corporate Secretary before authorising any of the following events: (i) supplier/service provider requests to pay funds to a bank account in the name of a different third party or outside the country where the transaction is taking place; (ii) supplier requests payments in a form outside the normal conditions of business; (iii) supplier/service provider requests to split payments to several bank accounts; (iv) customer proposes to pay from multiple bank accounts; (v) customer proposes to pay from a different country where the transaction takes place; (vi) customer proposes to make cash payments; (vii) customer proposes to make payments through third parties.

What you should not do (DON’TS): a.

Do not disclose to any third party that you are aware of a suspected money laundering activity.

ARYZTA AG Group Anti-Bribery and Corruption Policy

10

RISK ASSESSMENT 11.

ARYZTA’s anti-bribery compliance efforts will be judged based in part by the adequacy of our risk assessment.

12.

Our business units work closely with the Compliance function in making these assess ments, as risks of bribe and other corrupt practices may differ depending on the location of our business activities, as well as all the third parties with whom we do business.

13.

A proper due-diligence process is in place to help the onboarding customers, suppliers, and partners.

COMPLIANCE AND REPORTING 14.

Employees are encouraged to speak up if they suspect any violation of this Policy.

Employees who report potential misconduct in good faith, or who provide information or otherwise assist in any inquiry or investigation of potential misconduct, will be protected against retaliation.

15.

ARYZTA provides anonymous reporting channels and strictly prohibits retaliation against whistleblowers. a.

CHRO: Monica.Cetti@aryzta.com

b.

General Counsel and Corporate Secretary: Rhona.Shakespeare@aryzta.com

c.

Compliance Office: compliance@aryzta.com

d.

Anonymous Hotline: aryzta.ethicspoint.com

ENFORCEMENT 16.

Violations of this Policy may result in disciplinary action, including termination of employment or contract, and may lead to civil or criminal penalties.

ARYZTA AG Group Anti-Bribery and Corruption Policy

11

RELATED DOCUMENTS a.

Global Code of Conduct

b.

Supplier Code of Conduct

c.

Global Whistleblowing Policy

d.

Open Talk ARYZTA – Whistleblowing Complaint Handling Protocol

REVIEW AND UPDATES 17.

The Legal & Compliance function is the owner of this Policy.

18.

This Policy will be reviewed annually and updated as necessary to ensure continued compliance with applicable laws and regulations and business best practices.

END

ARYZTA AG Group Anti-Bribery and Corruption Policy

12

Version control – for internal use Version Number

Modified by

Modifications made

Date approved

Approved by

Version 1

General Counsel

–

19-June-25

endorsed by NomCo

ARYZTA Group Anti-Bribery and Corruption Policy At ARYZTA, we are committed to conducting our business with the highest standards of integrity, transparency, and accountability.

Bribery and corruption: •

break trust with ARYZTA’s stakeholders,

•

hurt ARYZTA’s reputation,

•

expose ARYZTA and the individuals involved to serious legal and financial implications, and ultimately

•

threaten food safety and sustainable business results.

At ARYZTA we see the fight against bribery and corruption not just as a compliance obligation, but as a powerful opportunity to reaffirm our unwavering commitment to integrity and doing the right thing—always.

KEYPRINCIPLES •

Zero tolerance for bribery and corruption (public & private sector).

•

Integrity, transparency & accountability in all business dealings.

•

Compliance with laws – global and local.

•

Avoid conflicts of interest – act in the best interest of the company.

•

Gifts & hospitality - only if reasonable, proportionate, and not intended to influence decisions .

•

No political contributions on behalf of the company.

•

Accurate books & records – no off-the-books accounts.

•

Protect company assets – financial and physical.

•

Anti-Money Laundering (AML) & Sanctions compliance – strict due diligence.

•

Speak up & whistleblowing – always report suspicious activities - no retaliation is ensured.

WHAT YOU SHOULD DO (DO’S): •

Disclose and avoid conflicts of interest.

•

Communicate zero tolerance for bribery to third parties.

•

Record and justify all financial transactions.

•

Ensure procurement is transparent, documented, and conflict-free.

•

Apply strict due diligence to third parties.

•

Report suspected misconduct, bribery, money laundering, or asset misuse.

•

Seek approval for gifts, hospitality, and dealings with government officials.

•

Cooperate with auditors, regulators, and compliance teams.

•

Safeguard company funds, data, and property.

Anti-Bribery and Corruption MAIN RISK AREAS Procurement and Supply Chain: Supplier selection (conflicts of interest, kickbacks).

Unjustified or inflated payments.

Gifts/hospitality during tendering.

Sales and Marketing: Dealings with distributors or agents.

Promotional gifts and entertainment.

Finance and Accounting: Falsifying or manipulating records.

Off-the-books accounts.

Improper payments (cash, third-party accounts).

AML & sanctions screening failures.

General Operations and Assets: Interactions with public officials.

Facilitation payments during regulatory interactions.

Human Resources and Management: Hiring based on relationships (nepotism).

Conflicts of interest in external roles.

Misuse or theft of company property.

Unauthorised commitments or expenditures. .

Failure to act on reported misconduct.

ARYZTA’s Anti Bribery and Corruption Policy applies to: Temporary staff, contractors, and

All employees, officers, directors.

consultants acting on behalf of ARYZTA. Subsidiaries, affiliates, and joint ventures where

Third parties, such as suppliers,

ARYZTA has management control.

distributors, and agents, where their actions may impact ARYZTA.

WHAT YOU SHOULD DO: Report actual or suspected violations of ARYZTA’s Anti Bribery and Corruption Policy to your Manager, HR, or General Counsel and Company Secretary. Alternatively, use the Anonymous Hotline.

Remember: Prevention and detection of bribery and corruption is everyone’s responsibility.

General Counsel and Company Secretary:

HR contact:

Rhona.Shakespeare@aryzta.com

Monica.Cetti@aryzta.com

Anonymous Hotline: aryzta.ethicspoint.com

A C T Awareness – Communicate - Training What You Need to know DEFINITION

C

A

Communicate

Awareness

Speak up, report concerns, and promote openness.

Understand ARYZTA Group Policies and legal requirements. Know where to find ARYZTA Group Policies and resources (intranet, compliance portal).

T

Training

Complete mandatory training and refreshers.

GUIDELINES How to ACT in relation to Group Policies and ensure compliance within local business

Apply ARYZTA Group Policies consistently and appropriately Ensure alignment of local business procedures with Group standards Document compliance activities and decisions and retain records for audit purposes Engage with Group Legal & Compliance Department, CHRO or local HR for guidance and support Foster accountability and ethical conduct

WHY IT IS IMPORTANT Protects ARYZTA's reputation.

Ensures legal and regulatory compliance.

Reduces risk of financial penalties.

Promotes ethical culture and accountability.

Conflicts of Interest What You Need to know DEFINITION A conflict of interest arises when personal interests interfere with – or appear to interfere with – an employee’s ability to act in the best interests of ARYZTA.

POTENTIAL CONFLICTS OF INTEREST CONCERNING

Family/Close Relatives

Close Friends

Romantic Relationship

Company assets & information

Gifts & Hospitality

BE AWARE AND AVOID actual, potential, or perceived conflicts of interest in all activities (in decisions involving recruitment, people management, evaluations, promotions, compensation, awarding contracts)

EXAMPLES OF CONFLICTS OF INTEREST Personal gain influencing business decisions.

Receiving personal benefits due to your role at ARYZTA. Directing business to a supplier linked to a close relative or relative.

Using company assets, information, or hierarchical position for personal benefit.

Accepting gifts, money, discounts, hospitality from third parties without approval that exceed Policy thresholds or that could bias business decisions.

WHAT SHOULD YOU DO ALWAYS ACT in ARYZTA’s best interests and Do The Right Thing SEEK GUIDANCE if in doubt about whether a situation creates a conflict DISCLOSE promptly any possible conflict to your manager, Legal or HR

04 03

05 02 01

REPORT CONCERNS via ARYZTA Open Talk hotline at aryzta.ethicspoint.com or via local, toll-free phone numbers

TRANSPARENCY when a conflict is disclosed, it can be managed appropriately, protecting you and ARYZTA

CONTACT PERSON Rhona Shakespeare General Counsel & Company Secretary rhona.shakespeare@aryzta.com