Corporate Governance

Barry Callebaut AG (the “Company” or “Barry Callebaut”) and its subsidiaries (together the “Group”) are committed to a high standard of corporate governance. The principles and rules of corporate governance practiced by Barry Callebaut are laid down in the Articles of Incorporation, the Organizational Regulations of the Board of Directors and the Charters of the Board Committees. These are reviewed regularly by the Board of Directors (the “Board”) and adapted as needed. This Corporate Governance Report adheres to the SIX Directive on Information Relating to Corporate Governance (DCG).

Group structure and shareholders

In the year under review, the Group was organized into two segments: Global Chocolate and Global Cocoa. Within Global Chocolate the Group has five sales groups: Western Europe (WE), Central and Eastern Europe (CEE), North America, Latin America and Asia, Middle East and Africa (AMEA).

The Group’s business can also be separated into three different product groups: Food Manufacturers, Gourmet and Cocoa Products.

Barry Callebaut is incorporated under Swiss law and has its head offices at Hardturmstrasse 181, Zurich, Switzerland. The Company’s shares are listed on the SIX Swiss Exchange in Switzerland (ISIN number: CH0009002962). As at August 31, 2024, the total number of issued shares in the Company was 5,488,858 and the market capitalization based on issued shares was CHF 7,552.7 million (2023: CHF 8,463.8 million).

The principal subsidiaries of the Company are listed in Note 5.1 - "Group entities" to the Consolidated Financial Statements. The significant shareholders of the Company are listed in Note 5.2 - "Significant shareholders and related parties", with reference shareholder Jacobs Holding AG holding 30.1% of the issued share capital (2023: 30.1%) and Renata Jacobs holding 5.1% of the issued share capital (2023: 5.0%).

The Company is not aware of any cross-shareholding agreements exceeding 5% of its capital or voting rights on both sides.

Functioning of the Board

The Board of Directors constitutes itself at its first meeting subsequent to the Company’s Annual General Meeting of Shareholders, with the exception of the Chairman and the members of the Compensation Committee, who are elected by the Annual General Meeting of Shareholders pursuant to the Articles of Incorporation and Swiss corporate law.

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Share information

Share information

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Board of Directors

Barry Callebaut's Board of Directors is ultimately responsible for the policies and management of the Company.

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